Common use of Representations of the Borrower Clause in Contracts

Representations of the Borrower. The Borrower represents and warrants to the Administrative Agent and the Lenders that: (a) Each of the Borrower and each Subsidiary has been duly formed and is validly existing and in good standing under the laws of the jurisdiction of its organization and is qualified to do business as a foreign entity and is in good standing in each jurisdiction of the United States in which the ownership of its properties or the conduct of its business requires such qualification and where the failure to so qualify would constitute a Material Adverse Change. (b) Each Loan Document has been duly authorized, executed and delivered by the Borrower and such Loan Document constitutes a valid and binding agreement of the Borrower, enforceable in accordance with its terms, subject to the effect of applicable bankruptcy, insolvency, fraudulent conveyance, reorganization and other similar laws affecting creditors’ rights generally and general principles of equity (whether considered in a proceeding in equity or law). There are no actions, suits or proceedings pending or, to the knowledge of the Borrower or any Subsidiary, threatened against the Borrower or any Subsidiary which purport to affect the legality, validity or enforceability of this Agreement or any other Loan Document. (c) The execution, delivery and performance of each Loan Document by the Borrower will not violate or conflict with (i) the organizational documents of the Borrower or any Subsidiary, as in effect on the Effective Date or (ii) any indenture, loan agreement or other similar agreement or instrument binding on the Borrower or any Subsidiary. (d) The Borrower, its Subsidiaries and the XXX Entities are in compliance with all laws, rules, regulations, orders, decrees and requirements of any Governmental Authority applicable to them or their properties, except where the necessity of compliance therewith is being contested in good faith by appropriate proceedings or such failure to comply would not have or would not reasonably be expected to cause a Material Adverse Change. None of the Borrower, its Subsidiaries or the XXX Entities, nor, to the knowledge of the Borrower or any of its Subsidiaries, any director, officer, agent, employee or Affiliate of the Borrower, is in violation of any applicable Anti-Corruption Law, including without limitation the FCPA, in any material respect. None of the Borrower, its Subsidiaries or the XXX Entities, nor, to the knowledge of the Borrower or any of its Subsidiaries, any director, officer, agent, employee or Affiliate of the Borrower, is in violation of any of the country or list based economic and trade sanctions administered and enforced by OFAC. None of the Borrower, its Subsidiaries or the XXX Entities, nor, to the knowledge of the Borrower or any of its Subsidiaries, any director, officer, agent, employee or Affiliate of the Borrower, (i) is a Sanctioned Person or a Sanctioned Entity, (ii) has more than ten percent (10%) of its assets located in Sanctioned Entities, or (iii) derives more than 10% of its operating income from investments in, or transactions with, Sanctioned Persons or Sanctioned Entities. (e) On the Effective Date there are no actions, suits, proceedings or investigations pending or, to the knowledge of the Borrower, threatened against the Borrower, any Subsidiary or XXX before any Governmental Authority as to which, in the opinion of the Borrower, there is a reasonable possibility of an adverse determination and that, if adversely determined, could reasonably be expected, individually or in the aggregate, to constitute a Material Adverse Change. (f) The consolidated balance sheets of the Borrower (and its predecessor entity) and its consolidated Subsidiaries as of December 31, 2015, and the related consolidated statements of income, partners’ (or stockholders’) equity and cash flows for each of the years in the three-year period ended December 31, 2015, audited by KPMG LLP, present fairly, in all material respects, the consolidated financial position of the Borrower and its consolidated Subsidiaries as of December

Representations of the Borrower. The Borrower hereby represents and warrants to the Administrative Agent and the Consenting Lenders that: (a) Each The execution and delivery of this Amendment are within the Borrower Borrower’s corporate or other powers and each Subsidiary has have been duly formed and authorized by all necessary corporate or other action. (b) The Borrower (a) is duly organized, validly existing and in good standing under the laws of the jurisdiction of its organization organization, (b) has all requisite corporate power and authority to carry on its business as now conducted except where the failure to have the same would not reasonably be expected to have Material Adverse Effect and (c) is qualified to do business as a foreign entity in, and (where such concept exists) is in good standing in each (or its equivalent, if any) in, every jurisdiction of the United States in which the ownership of its properties or the conduct of its business requires where such qualification and is required except where the failure to be so qualify qualified or to be (where such concept exists) in good standing (or its equivalent, if any) would constitute not reasonably be expected to have a Material Adverse ChangeEffect. (bc) Each Loan Document This Amendment has been duly authorized, executed and delivered by the Borrower and such Loan Document constitutes a legal, valid and binding agreement obligation of the Borrower, enforceable in accordance with its terms, subject to the effect of applicable bankruptcy, insolvency, fraudulent conveyancereorganization, reorganization and moratorium or other similar laws affecting creditors’ rights generally and subject to general principles of equity (equity, regardless of whether considered in a proceeding in equity or at law). There are no actions, suits or proceedings pending or, to the knowledge of the Borrower or any Subsidiary, threatened against the Borrower or any Subsidiary which purport to affect the legality, validity or enforceability of this Agreement or any other Loan Document. (c) The execution, delivery and performance of each Loan Document by the Borrower will not violate or conflict with (i) the organizational documents of the Borrower or any Subsidiary, as in effect on the Effective Date or (ii) any indenture, loan agreement or other similar agreement or instrument binding on the Borrower or any Subsidiary. (d) The execution and delivery of this Amendment by the Borrower (a) do not require any consent or approval of, registration or filing with, or any other action by, any Governmental Authority, except such as have been, or will be by the time required, obtained or made and are, or will be by the time required, in full force and effect, (b) will not violate the Organizational Documents of the Borrower, (c) will not violate any Requirement of Law applicable to the Borrower, (d) will not violate or result in a default under any indenture, agreement or other instrument binding upon the Borrower or its Subsidiaries and assets, or give rise to a right thereunder to require any payment to be made by the XXX Entities are in compliance with all lawsBorrower or give rise to a right of, rulesor result in, regulationstermination, orders, decrees and requirements cancellation or acceleration of any Governmental Authority applicable to them obligation thereunder, and (e) will not result in the creation or their propertiesimposition of any Lien on any asset of the Borrower, except where Liens permitted by Section 6.02 of the necessity Existing Credit Agreement, except, in the case of compliance therewith is being contested in good faith by appropriate proceedings clauses (c) and (d), for any such violations, defaults or such failure to comply would not have or rights that, would not reasonably be expected to cause have a Material Adverse Change. None of the Borrower, its Subsidiaries or the XXX Entities, nor, to the knowledge of the Borrower or any of its Subsidiaries, any director, officer, agent, employee or Affiliate of the Borrower, is in violation of any applicable Anti-Corruption Law, including without limitation the FCPA, in any material respect. None of the Borrower, its Subsidiaries or the XXX Entities, nor, to the knowledge of the Borrower or any of its Subsidiaries, any director, officer, agent, employee or Affiliate of the Borrower, is in violation of any of the country or list based economic and trade sanctions administered and enforced by OFAC. None of the Borrower, its Subsidiaries or the XXX Entities, nor, to the knowledge of the Borrower or any of its Subsidiaries, any director, officer, agent, employee or Affiliate of the Borrower, (i) is a Sanctioned Person or a Sanctioned Entity, (ii) has more than ten percent (10%) of its assets located in Sanctioned Entities, or (iii) derives more than 10% of its operating income from investments in, or transactions with, Sanctioned Persons or Sanctioned EntitiesEffect. (e) On the Effective Date there are no actions, suits, proceedings or investigations pending or, to the knowledge The representations and warranties contained in Article III of the Borrower, threatened against the Borrower, any Subsidiary or XXX before any Governmental Authority as to which, in the opinion of the Borrower, there is a reasonable possibility of an adverse determination Existing Credit Agreement are true and that, if adversely determined, could reasonably be expected, individually or in the aggregate, to constitute a Material Adverse Change. (f) The consolidated balance sheets of the Borrower (and its predecessor entity) and its consolidated Subsidiaries as of December 31, 2015, and the related consolidated statements of income, partners’ (or stockholders’) equity and cash flows for each of the years in the three-year period ended December 31, 2015, audited by KPMG LLP, present fairly, correct in all material respects, the consolidated financial position respects (and in all respects if any such representation or warranty is already qualified by materiality) on and as of the Borrower Amendment No. 1 Effective Date, except to the extent that such representations and its consolidated Subsidiaries warranties specifically refer to an earlier date, in which case they were true and correct in all material respects (and in all respects if any such representation or warranty is already qualified by materiality) as of Decembersuch earlier date.

Representations of the Borrower. The Borrower represents for and warrants as to the Administrative Agent and the Lenders thatitself as follows: (a) Each of the The Borrower and each Subsidiary has been duly formed organized and is validly existing and in good standing under the laws of the jurisdiction of its organization organization, and is qualified the Borrower has all requisite power and authority to do business as a foreign entity and is in good standing in each jurisdiction of the United States in which the ownership of conduct its business, to own its properties or the conduct of and to execute, deliver and perform its business requires such qualification and where the failure to so qualify would constitute a Material Adverse Changeobligations under this Agreement. (b) Each Loan Document has been duly authorizedThe execution, executed delivery and delivered performance by the Borrower of this Agreement have been, or prior to the Effective Date will be, duly authorized by all necessary corporate action and such Loan Document constitutes do not and will not as of the Effective Date or any Borrowing Date, violate any provision of any law or regulation, or contractual or corporate restrictions, binding on the Borrower and material to the Borrower and its Subsidiaries, taken as a whole. (c) As of the Effective Date, this Agreement will constitute a legal, valid and binding agreement obligation of the Borrower, enforceable in accordance with its terms, subject however to (i) the effect exercise of applicable judicial discretion in accordance with general principles of equity and (ii) bankruptcy, insolvency, fraudulent conveyancereorganization, reorganization moratorium and other similar laws affecting creditors’ rights generally and general principles of equity (whether considered in a proceeding in equity heretofore or law). There are no actions, suits or proceedings pending or, to the knowledge of the Borrower or any Subsidiary, threatened against the Borrower or any Subsidiary which purport to affect the legality, validity or enforceability of this Agreement or any other Loan Document. (c) The execution, delivery and performance of each Loan Document by the Borrower will not violate or conflict with (i) the organizational documents of the Borrower or any Subsidiary, as in effect on the Effective Date or (ii) any indenture, loan agreement or other similar agreement or instrument binding on the Borrower or any Subsidiaryhereafter enacted. (d) The Borrower, its Subsidiaries and the XXX Entities are in compliance with all laws, rules, regulations, orders, decrees and requirements of any Governmental Authority applicable to them or their properties, except where the necessity of compliance therewith is being contested in good faith by appropriate proceedings or such failure to comply would not have or would not reasonably be expected to cause a Material Adverse Change. None proceeds of the Borrower, its Subsidiaries or the XXX Entities, nor, Loans made to the knowledge of the Borrower or any of its Subsidiaries, any director, officer, agent, employee or Affiliate of the Borrower, is in violation of any applicable Anti-Corruption Law, including without limitation the FCPA, in any material respect. None of the Borrower, its Subsidiaries or the XXX Entities, nor, to the knowledge of the Borrower or any of its Subsidiaries, any director, officer, agent, employee or Affiliate of the Borrower, is in violation of any of the country or list based economic and trade sanctions administered and enforced by OFAC. None of the Borrower, its Subsidiaries or the XXX Entities, nor, to the knowledge of the Borrower or any of its Subsidiaries, any director, officer, agent, employee or Affiliate of the Borrower, (i) is shall not be used for a Sanctioned Person or a Sanctioned Entity, (ii) has more than ten percent (10%) of its assets located in Sanctioned Entities, or (iii) derives more than 10% of its operating income from investments in, or transactions with, Sanctioned Persons or Sanctioned Entities.purpose which violates Regulation U. (e) On As of the Effective Date there are date hereof, no actionslitigation, suits, proceedings investigation or investigations proceeding of or before any arbitrator or Governmental Authority is pending or, to the knowledge of the Borrower, threatened by or against the Borrower, Borrower or any Subsidiary or XXX before against any Governmental Authority as of their respective properties or revenues (i) with respect to which, in the opinion this Agreement or any of the Borrower, there is a reasonable possibility of an adverse determination and that, if adversely determined, transactions contemplated hereby or (ii) that could reasonably be expected, individually or in the aggregate, expected to constitute have a Material Adverse ChangeEffect (other than those litigations, investigations or proceedings set forth in the Registration Statement). (fi) The consolidated balance sheets combined statement of financial position of the Borrower (and its predecessor entity) and its consolidated Subsidiaries as of December 31, 2015, and the related consolidated combined statements of incomeearnings, partners’ (or stockholders’) equity stockholder’s interest and cash flows as of and for each of the years in the three-fiscal year period ended December 31, 2015, audited 2003 reported on by KPMG LLP, independent public accountants, and set forth beginning on page F-3 of the Registration Statement, present fairlyfairly (assuming completion of the transactions described in note 1 to such financial statements), in all material respects, the consolidated financial position and results of operations and cash flows of the Borrower and its consolidated Subsidiaries subsidiaries as of Decembersuch date and for such period in accordance with GAAP and (ii) since December 31, 2003 to the date hereof, other than those developments and events described in the Registration Statement, there has been no development or event that has had or could reasonably be expected to have a Material Adverse Effect with respect to the Borrower and its Subsidiaries taken as a whole. (g) The Borrower and each of its Material Subsidiaries is in compliance with all applicable laws, rules, regulations and orders of, and all applicable restrictions imposed by, any Governmental Authority applicable to it or its property, including, without limitation, statutory insurance requirements, except where the failure to do so could not reasonably be expected to have a Material Adverse Effect with respect to the Borrower and its Subsidiaries taken as a whole. (h) The Borrower is not (a) an “investment company” as defined in the Investment Company Act of 1940 or (b) a “holding company” as defined in the Public Utility Holding Company Act of 1935.

Representations of the Borrower. The Borrower represents and warrants to the Administrative Agent Agent, the Lenders and the Lenders Issuing Banks that: (a) Each of the Borrower and each Subsidiary has been duly formed and is validly existing and in good standing under the laws of the jurisdiction of its organization and is qualified to do business as a foreign entity and is in good standing in each jurisdiction of the United States in which the ownership of its properties or the conduct of its business requires such qualification and where the failure to so qualify would constitute a Material Adverse Change. (b) Each Loan Document has been duly authorized, executed and delivered by the Borrower and such Loan Document constitutes a valid and binding agreement of the Borrower, enforceable in accordance with its terms, subject to the effect of applicable bankruptcy, insolvency, fraudulent conveyance, reorganization and other similar laws affecting creditors’ rights generally and general principles principals of equity (whether considered in a proceeding in equity or law). There are no actions, suits or proceedings pending or, to the knowledge of the Borrower or any Subsidiary, threatened against the Borrower or any Subsidiary which purport purports to affect the legality, validity or enforceability of this Agreement or any other Loan Document. (c) The execution, delivery and performance of each Loan Document by the Borrower will not violate or conflict with (i) the organizational documents of the Borrower or any Subsidiary, as in effect on the Effective Date or (ii) any indenture, loan agreement or other similar agreement or instrument binding on the Borrower or any Subsidiary. (d) The Borrower, Borrower and its Subsidiaries and the XXX Entities are in compliance with all laws, rules, regulations, orders, decrees and requirements of any Governmental Authority applicable to them or their properties, except where the necessity of compliance therewith is being contested in good faith by appropriate proceedings or such failure to comply would not have or would not reasonably be expected to cause a Material Adverse Change. None of The Borrower has implemented and maintains in effect policies and procedures designed to ensure compliance by the Borrower, its Subsidiaries or and their respective directors, officers, employees and agents (acting in their capacity as an agent for the XXX EntitiesBorrower) with Anti-Corruption Laws and applicable Sanctions, norand the Borrower, its Subsidiaries and their respective officers and employees and to the knowledge of the Borrower its directors and agents (acting in their capacity as an agent for the Borrower), are in compliance with Anti-Corruption Laws and applicable Sanctions in all material respects. None of (i) the Borrower, any of its Subsidiaries or, to the knowledge of the Borrower, any of their respective directors, officers or employees, or (ii) to the knowledge of the Borrower, any agent of the Borrower or any of its Subsidiaries (acting in its capacity as an agent for the Borrower or any of its Subsidiaries) that will act in any capacity in connection with the credit facility established hereby, is a Sanctioned Person or received notice from, or made a voluntary disclosure to, any director, officer, agent, employee governmental authority that enforces Sanctions or Affiliate any Anti-Corruption Laws regarding a possible violation of Anti-Corruption Laws or Sanctions. To the knowledge of the Borrower, is in violation of any applicable Anti-Corruption Law, including without limitation the FCPA, in any material respect. None none of the Borrower, any of its Subsidiaries Subsidiaries, any of their respective directors, officers or the XXX Entitiesemployees, nor, to the knowledge or any agent of the Borrower or any of its Subsidiaries, any director, officer, agent, employee or Affiliate of the Borrower, is Subsidiaries (acting in violation of any of the country or list based economic and trade sanctions administered and enforced by OFAC. None of the Borrower, its Subsidiaries or the XXX Entities, nor, to the knowledge of capacity as an agent for the Borrower or any of its Subsidiaries) that will act in any capacity in connection with the credit facility established hereby, is under administrative, civil or criminal investigation by a governmental authority that enforces Sanctions or any director, officer, agent, employee Anti-Corruption Laws for an alleged violation of Anti-Corruption Laws or Affiliate Sanctions. No proceeds of the Borrower, (i) is any Loan or any Letter of Credit have been or will be used in a Sanctioned Person or a Sanctioned Entity, (ii) has more than ten percent (10%) of its assets located in Sanctioned Entities, or (iii) derives more than 10% of its operating income from investments in, or transactions with, Sanctioned Persons or Sanctioned Entitiesmanner prohibited under Section 4.04(c). (e) On the Effective Date there are no actions, suits, proceedings or investigations pending or, to the knowledge of the Borrower, threatened against the Borrower, Borrower or any Subsidiary or XXX before any Governmental Authority as to which, in the opinion of the Borrower, there is a reasonable possibility of an adverse determination and that, if adversely determined, could reasonably be expected, individually or in the aggregate, to constitute a Material Adverse Change. (f) The consolidated balance sheets of the Borrower (and its predecessor entity) and its consolidated Subsidiaries as of December 31, 20152016, and the related consolidated statements of income, partners’ (or stockholders’) equity and cash flows for each of the years in the three-year period ended December 31, 20152016, audited by KPMG LLP, present fairly, in all material respects, the consolidated financial position of the Borrower and its consolidated Subsidiaries as of DecemberDecember 31, 2016, and the results of their operations and their cash flows for each of the years in the three-year period ended December 31, 2016, in conformity with GAAP applied on a consistent basis. (g) There has been no Material Adverse Change since the date of the Borrower’s most recent audited financial statements. (h) Neither the Borrower nor any Subsidiary is an “investment company” as defined in, or subject to regulation under, the Investment Company Act of 1940. (i) No ERISA Event has occurred or is reasonably expected to occur that, when taken together with all other such ERISA Events for which liability is reasonably expected to occur, could reasonably be expected to result in a Material Adverse Change. The present value of all accumulated benefit obligations of all underfunded Plans subject to Title IV of ERISA (based on the assumptions used for purposes of Statement of Financial Accounting Standards No. 87 or any successor thereto) did not, as of the date of the most recent financial statements reflecting such amounts, exceed the fair market value of the assets of all such underfunded Plans by an amount that could reasonably be expected to be a Material Adverse Change. (j) Neither the Information Memorandum nor any of the other reports, financial statements, certificates or other information furnished by or on behalf of the Borrower to the Agents or any Lender in connection with the negotiation of this Agreement or delivered hereunder (as modified or supplemented by other information so furnished), taken as a whole, contains any material misstatement of fact or omits to state any material fact necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading; provided that, with respect to projected financial information, the Borrower represents only that such information was prepared in good faith based upon assumptions believed to be reasonable at the time, it being understood that projections by their nature are inherently uncertain and no assurances are being given that the results reflected in the projected financial information will be achieved. (k) The General Partner has filed all United States Federal income tax returns and all other material tax returns and reports required to be filed (or obtained extensions with respect thereto) and has paid all taxes required to have been paid by it, except (i) taxes the validity of which is being contested in good faith by appropriate proceedings, and with respect to which the General Partner, to the extent required by GAAP, has set aside on its books adequate reserves or (ii) to the extent the failure to do so (individually or collectively) would not reasonably be expected to result in a Material Adverse Change. (l) Except as would not reasonably be expected to result in a Material Adverse Change, each of the real properties owned or leased by the Borrower or any of its Subsidiaries and all their operations at such properties are in compliance with all applicable Environmental Laws and neither the Borrower nor any of its Subsidiaries has received any notice regarding violation of any Environmental Law with respect to the properties or the businesses operated by the Borrower or any of its Subsidiaries. (m) No Event of Default has occurred and is continuing. (n) The Borrower and its Subsidiaries are not engaged principally, or as one of its or their important activities, in the business of extending credit for the purpose, whether immediate, incidental or ultimate, of buying or carrying margin stock (within the meaning of the Margin Regulations). (o) The Borrower and each of its Subsidiaries is and, after the consummation of the Transactions, will be “solvent” within the meaning of such term under the United States Bankruptcy Code.

Representations of the Borrower. The Borrower hereby represents to RUS that on the date hereof, the Closing Date, and warrants to the Administrative Agent and the Lenders that:each Requested Advance Date (a) Each of the Borrower and each Subsidiary has been duly formed organized and is validly existing and in good standing as a cooperative association under the laws of the jurisdiction District of its organization and is qualified to do business as a foreign entity and is in good standing in each jurisdiction of the United States in which the ownership of its properties or the conduct of its business requires such qualification and where the failure to so qualify would constitute a Material Adverse Change.Columbia; (b) Each Loan Document the Borrower has the corporate power and authority to execute and deliver this Agreement and each of the other Bond Documents to which the Borrower is a party, to consummate the transactions contemplated hereby and thereby and to perform its obligations hereunder and thereunder; (c) the Borrower has taken all necessary corporate action to authorize the execution and delivery of this Agreement and each of the other Bond Documents to which the Borrower is a party, the consummation by the Borrower of the transactions contemplated hereby and thereby and the performance by the Borrower of its obligations hereunder and thereunder; (d) this Agreement and each of the other Bond Documents to which the Borrower is a party have been duly authorized, executed and delivered by the Borrower and such Loan Document constitutes a constitute the legal, valid and binding agreement obligations of the Borrower, enforceable against the Borrower in accordance with its their respective terms, subject to the effect of to: (i) applicable bankruptcy, reorganization, insolvency, fraudulent conveyance, reorganization moratorium and other similar laws of general applicability relating to or affecting creditors’ rights generally generally; and (ii) the application of general principles of equity (regardless of whether such enforceability is considered in a proceeding in equity or at law). There are ; (e) no actionsapproval, suits consent, authorization, order, waiver, exemption, variance, registration, filing, notification, qualification, license, permit or proceedings pending orother action is now, or under existing law in the future will be, required to be obtained, given, made or taken, as the knowledge case may be, with, from or by any regulatory body, administrative agency or governmental authority having jurisdiction over the Borrower to authorize the execution and delivery by the Borrower of this Agreement or any of the other Bond Documents to which the Borrower is a party, or the consummation by the Borrower of the transactions contemplated hereby or thereby or the performance by the Borrower of its obligations hereunder or thereunder; (f) neither the execution or delivery by the Borrower of this Agreement or any of the other Bond Documents to which the Borrower is a party nor the consummation by the Borrower of any of the transactions contemplated hereby or thereby nor the performance by the Borrower of its obligations hereunder or thereunder, including, without limitation, the pledge of the Pledged Securities (as Sixth Amended, Restated and Consolidated Bond Guarantee Agreement such term is defined in the Pledge Agreement) to RUS if required, conflicts with or will conflict with, violates or will violate, results in or will result in a breach of, constitutes or will constitute a default under, or results in or will result in the imposition of any lien or encumbrance pursuant to any term or provision of the articles of incorporation or the bylaws of the Borrower or any Subsidiary, threatened against provision of any existing law or any rule or regulation currently applicable to the Borrower or any Subsidiary which purport to affect the legalityjudgment, validity order or enforceability decree of this Agreement any court or any other Loan Document. (c) The executionregulatory body, delivery and performance of each Loan Document by the Borrower will not violate administrative agency or conflict with (i) the organizational documents of governmental authority having jurisdiction over the Borrower or the terms of any Subsidiarymortgage, as in effect on the Effective Date or (ii) any indenture, loan agreement contract or other similar agreement or instrument binding on to which the Borrower is a party or any Subsidiary. (d) The Borrower, its Subsidiaries and the XXX Entities are in compliance with all laws, rules, regulations, orders, decrees and requirements of any Governmental Authority applicable to them or their properties, except where the necessity of compliance therewith is being contested in good faith by appropriate proceedings or such failure to comply would not have or would not reasonably be expected to cause a Material Adverse Change. None of the Borrower, its Subsidiaries or the XXX Entities, nor, to the knowledge of which the Borrower or any of its Subsidiariesproperties is bound; (g) there is no action, suit, proceeding or investigation before or by any director, officer, agent, employee or Affiliate of the Borrower, is in violation of any applicable Anti-Corruption Law, including without limitation the FCPA, in any material respect. None of the Borrower, its Subsidiaries or the XXX Entities, nor, to the knowledge of the Borrower court or any of its Subsidiariesregulatory body, any director, officer, agent, employee administrative agency or Affiliate of the Borrower, is in violation of any of the country or list based economic and trade sanctions administered and enforced by OFAC. None of the Borrower, its Subsidiaries or the XXX Entities, nor, to the knowledge of the Borrower or any of its Subsidiaries, any director, officer, agent, employee or Affiliate of the Borrower, (i) is a Sanctioned Person or a Sanctioned Entity, (ii) has more than ten percent (10%) of its assets located in Sanctioned Entities, or (iii) derives more than 10% of its operating income from investments in, or transactions with, Sanctioned Persons or Sanctioned Entities. (e) On the Effective Date there are no actions, suits, proceedings or investigations governmental authority presently pending or, to the knowledge of the Borrower, threatened against with respect to the Borrower, this Agreement or any Subsidiary or XXX before any Governmental Authority as to which, in the opinion of the Borrower, there other Bond Documents to which the Borrower is a reasonable possibility party challenging the validity or enforceability of an adverse determination and thatthis Agreement or any of the other Bond Documents to which the Borrower is a party or seeking to restrain, enjoin or otherwise prevent the consummation by the Borrower of the transactions contemplated by this Agreement or any of the other Bond Documents to which the Borrower is a party or which, if adversely determined, could reasonably be expectedwould have a material adverse effect on the Borrower’s financial condition or its ability to perform its obligations under this Agreement or any of the other Bond Documents to which the Borrower is a party; (h) the Borrower is a lending institution organized as a member-owned, individually or not-for-profit, cooperative association with the appropriate expertise, experience and qualifications to make loans for Utility Infrastructure purposes; (i) the total principal amount of the Guaranteed Bonds under the Program does not exceed the total principal amount of outstanding Loans, made for Utility Infrastructure purposes eligible under the RE Act, as of the Closing Date; and (j) no material adverse change has occurred in the aggregate, to constitute a Material Adverse Change. (f) The consolidated balance sheets financial condition of the Borrower (and its predecessor entity) and its consolidated Subsidiaries as between the date of December 31, 2015, the Application and the related consolidated statements of income, partners’ (or stockholders’) equity and cash flows for each of the years in the three-year period ended December 31, 2015, audited by KPMG LLP, present fairly, in all material respects, the consolidated financial position of the Borrower and its consolidated Subsidiaries as of Decemberdate this representation is given.

Representations of the Borrower. The Borrower represents and warrants to the Administrative Agent and Bank on the Lenders thatEffective Date as follows: (a) Each The Borrower has all requisite power and authority to execute, deliver this Amendment and perform its obligations under this Amendment and the other Loan Documents to which it is a party. The execution and delivery of this Amendment and the Borrower and each Subsidiary has been duly formed and is validly existing and in good standing under the laws performance of the jurisdiction of its organization and is qualified to do business as a foreign entity and is in good standing in each jurisdiction of the United States in which the ownership of its properties or the conduct of its business requires such qualification and where the failure to so qualify would constitute a Material Adverse Change.this (b) Each Loan Document This Amendment has been duly authorized, executed and delivered by the Borrower and such Loan Document constitutes this Amendment constitutes, a legal, valid and binding agreement obligation of the Borrower, enforceable against the Borrower in accordance with its terms, subject to the effect of applicable bankruptcy, except as such enforceability may be limited by bankruptcy insolvency, fraudulent conveyancereorganization, reorganization and receivership, moratorium or other similar laws affecting creditors’ rights generally and generally, by general equitable principles or by principles of equity (whether considered in a proceeding in equity or law). There are no actions, suits or proceedings pending or, to the knowledge of the Borrower or any Subsidiary, threatened against the Borrower or any Subsidiary which purport to affect the legality, validity or enforceability of this Agreement or any other Loan Documentgood faith and fair dealing. (c) The No approval, consent, exemption, authorization, license or other action by, or notice to, or filing with, any governmental authority or any other Person is necessary or required in connection with the execution, delivery and or performance of each Loan Document by by, or enforcement against, the Borrower will not violate of this Amendment other than those that have already been obtained or conflict with (i) the organizational documents of the Borrower or any Subsidiary, as are in effect on the Effective Date or (ii) any indenture, loan agreement or other similar agreement or instrument binding on the Borrower or any Subsidiaryfull force and effect. (d) The Borrower, its Subsidiaries and the XXX Entities are in compliance with all laws, rules, regulations, orders, decrees and requirements of any Governmental Authority applicable After giving effect to them or their properties, except where the necessity of compliance therewith is being contested in good faith by appropriate proceedings or such failure to comply would not have or would not reasonably be expected to cause a Material Adverse Change. None of the Borrower, its Subsidiaries or the XXX Entities, nor, to the knowledge of the Borrower or any of its Subsidiaries, any director, officer, agent, employee or Affiliate of the Borrower, is in violation of any applicable Anti-Corruption Law, including without limitation the FCPA, in any material respect. None of the Borrower, its Subsidiaries or the XXX Entities, nor, to the knowledge of the Borrower or any of its Subsidiaries, any director, officer, agent, employee or Affiliate of the Borrower, is in violation of any of the country or list based economic and trade sanctions administered and enforced by OFAC. None of the Borrower, its Subsidiaries or the XXX Entities, nor, to the knowledge of the Borrower or any of its Subsidiaries, any director, officer, agent, employee or Affiliate of the Borrowerthis Amendment, (i) the representations and warranties the Borrower set forth in Article II of the Credit Agreement and in each other Loan Document are true, accurate and complete in all material respects (and in all respects if any such representation and warranty is a Sanctioned Person or a Sanctioned Entityalready qualified by materiality) on and as of the Effective Date to the same extent as though made on and as of such date except to the extent such representations and warranties specifically relate to an earlier date, in which case they are true, accurate and complete in all material respects (and in all respects if any such representation and warranty is already qualified by materiality) as of such earlier date, and (ii) has more than ten percent (10%) no Event of its assets located in Sanctioned Entities, or (iii) derives more than 10% Default exists on and as of its operating income from investments in, or transactions with, Sanctioned Persons or Sanctioned Entitiesthe Effective Date. (e) On the Effective Date there There are no pending, or to the best of Borrower’s knowledge threatened, actions, suitsclaims, investigations, suits or proceedings by or investigations pending orbefore any governmental authority, arbitrator, court or administrative agency other than those disclosed on Schedule 9 hereto. With respect to the knowledge asbestos-related litigation listed on Schedule 9, all of the Borrower, threatened against maximum potential exposure is covered by insurance maintained by the Borrower, any Subsidiary or XXX before any Governmental Authority as to which, in the opinion . None of the Borrower, there is a reasonable possibility of an adverse determination and thatmatters on Schedule 9, if adversely determineddecided or resolved, could reasonably be expected, individually would have a material adverse effect on the financial condition or operation of Borrower. If any representation and warranty set forth in the aggregate, to constitute a Material Adverse Change. (f) The consolidated balance sheets this Section is incorrect in any material respect on and as of the Borrower (Effective Date, then such incorrect representation and its predecessor entity) and its consolidated Subsidiaries as warranty shall constitute an immediate Event of December 31Default without regard to any otherwise applicable notice, 2015, and the related consolidated statements of income, partners’ (cure or stockholders’) equity and cash flows for each of the years in the three-year period ended December 31, 2015, audited by KPMG LLP, present fairly, in all material respects, the consolidated financial position of the Borrower and its consolidated Subsidiaries as of Decembergrace period.

Representations of the Borrower. The Borrower represents and warrants to the Administrative Agent and the Lenders that: (a) Each each of the Borrower representations and each Subsidiary has been duly formed warranties made by any Credit Party in or pursuant to the Credit Documents is true and is validly existing correct in all material respects on and in good standing under the laws as of the jurisdiction Effective Date after giving effect hereto as if made on and as of its organization such date (except to the extent such representations and is qualified to do business warranties are specifically made as a foreign entity and is in good standing in each jurisdiction of the United States an earlier date, in which the ownership case such representations and warranties were true and correct in all material respects as of its properties or the conduct of its business requires such qualification and where the failure to so qualify would constitute a Material Adverse Change.date); (b) no Default or Event of Default has occurred and is continuing on and as of the Effective Date after giving effect hereto and to any extension of credit requested to be made on the Effective Date; (c) each Credit Party has the power and authority to execute, deliver and perform its obligations under this Agreement and under each of the Credit Documents as amended hereby to which it is a party, and has taken all necessary action to authorize the execution, delivery and performance by it of this Agreement and each Credit Document as amended hereby. Each Loan Document Credit Party has been duly authorized, executed and delivered by the Borrower this Agreement, and such Loan this Agreement and each Credit Document as amended hereby constitutes a its legal, valid and binding agreement of the Borrower, obligation enforceable in accordance with its terms, subject to the effect of except as enforceability thereof may be limited by applicable bankruptcy, insolvency, fraudulent conveyancereorganization, reorganization and moratorium or other similar laws affecting creditors’ rights generally and by general equitable principles (regardless of equity (whether considered in a enforcement is sought by proceeding in equity or at law). There are ; (d) no actionsorder, suits consent, approval, license, authorization or proceedings pending orvalidation of, or filing, recording or registration with (except for those that have otherwise been obtained or made on or prior to the knowledge Effective Date and which remain in full force and effect on the Effective Date), or exemption or other action by, any Governmental Authority is required to be obtained or made by, or on behalf of, any Credit Party to authorize, or is required to be obtained or made by, or on behalf of, any Credit Party in connection with, the execution, delivery and performance of the Borrower this Agreement or any Subsidiary, threatened against the Borrower Credit Document as amended hereby or any Subsidiary which purport to affect the legality, validity validity, binding effect or enforceability of this Agreement or any other Loan Document.such Credit Document as amended hereby; and (ce) The the execution, delivery and performance of each Loan Document by this Agreement and of the Borrower other Credit Documents as amended hereby, the borrowings thereunder and the use of the proceeds thereof will not violate or conflict with (i) the organizational documents contravene any provision of the Borrower any material law, statute, rule or regulation or any Subsidiaryorder, as in effect on the Effective Date writ, injunction or decree of any court or Governmental Authority, (ii) require any consent under, or violate or result in any breach of any of the terms, covenants, conditions or provisions of, or constitute a default under, or give rise to any right to accelerate or to require the prepayment, repurchase of redemption of any obligation under, or result in the creation or imposition of (or the obligation to create or impose) any Lien upon any of the property or assets of any Credit Party or any of its Subsidiaries pursuant to the terms of, the Second Lien Credit Agreement, the Intercreditor Agreement or any material indenture, loan mortgage, deed of trust, other credit agreement or loan agreement, or any other similar material agreement, contract or instrument, in each case to which any Credit Party or any of its Subsidiaries is a party or by which it or any its property or assets is bound or to which it may be subject, or (iii) violate any provision of the certificate or articles of incorporation, certificate of formation, limited liability company agreement or instrument binding on the Borrower by-laws (or any Subsidiary. (d) The Borrowerequivalent organizational documents), its Subsidiaries and the XXX Entities are in compliance with all lawsas applicable, rules, regulations, orders, decrees and requirements of any Governmental Authority applicable to them or their properties, except where the necessity of compliance therewith is being contested in good faith by appropriate proceedings or such failure to comply would not have or would not reasonably be expected to cause a Material Adverse Change. None of the Borrower, its Subsidiaries or the XXX Entities, nor, to the knowledge of the Borrower Credit Party or any of its Subsidiaries, any director, officer, agent, employee or Affiliate of the Borrower, is in violation of any applicable Anti-Corruption Law, including without limitation the FCPA, in any material respect. None of the Borrower, its Subsidiaries or the XXX Entities, nor, to the knowledge of the Borrower or any of its Subsidiaries, any director, officer, agent, employee or Affiliate of the Borrower, is in violation of any of the country or list based economic and trade sanctions administered and enforced by OFAC. None of the Borrower, its Subsidiaries or the XXX Entities, nor, to the knowledge of the Borrower or any of its Subsidiaries, any director, officer, agent, employee or Affiliate of the Borrower, (i) is a Sanctioned Person or a Sanctioned Entity, (ii) has more than ten percent (10%) of its assets located in Sanctioned Entities, or (iii) derives more than 10% of its operating income from investments in, or transactions with, Sanctioned Persons or Sanctioned Entities. (e) On the Effective Date there are no actions, suits, proceedings or investigations pending or, to the knowledge of the Borrower, threatened against the Borrower, any Subsidiary or XXX before any Governmental Authority as to which, in the opinion of the Borrower, there is a reasonable possibility of an adverse determination and that, if adversely determined, could reasonably be expected, individually or in the aggregate, to constitute a Material Adverse Change. (f) The consolidated balance sheets of the Borrower (and its predecessor entity) and its consolidated Subsidiaries as of December 31, 2015, and the related consolidated statements of income, partners’ (or stockholders’) equity and cash flows for each of the years in the three-year period ended December 31, 2015, audited by KPMG LLP, present fairly, in all material respects, the consolidated financial position of the Borrower and its consolidated Subsidiaries as of December

Representations of the Borrower. The By executing this Financing Agreement in the space provided below, the Borrower represents and warrants to the Administrative Agent and the Lenders Lender that: (a) Each of the 8.1. The Borrower is duly created and each Subsidiary has been duly formed and is validly existing and in good standing under the laws of the jurisdiction State of Oregon, has all necessary power and authority to enter into this Financing Agreement and perform its organization and is qualified to do business as a foreign entity and is in good standing in each jurisdiction duties under this Financing Agreement. 8.2. The adoption of the United States Resolution, the execution of this Financing Agreement and the performance of the Borrower’s obligations under this Financing Agreement do not conflict in any material respect with, or constitute on the part of the Borrower a material breach of or default under, any law, court decree, charter provision, administrative regulation, resolution or other agreement to which the ownership Borrower is a party or by which it is bound. 8.3. There is no action, suit, proceeding or investigation at law or in equity before or by any court or governmental agency having jurisdiction over the Borrower that is pending or, to the best of its properties the knowledge of the Borrower, is threatened against the Borrower to restrain or enjoin the execution of this Financing Agreement, the adoption of the Resolution, or the conduct collection and application of its business requires the funds as contemplated by the Resolution and this Financing Agreement, which, if such qualification matter were adversely decided against the Borrower would, in the reasonable judgment of the Borrower, have a material and where adverse effect on the failure ability of the Borrower to so qualify would constitute a Material Adverse Changepay the amounts due under this Financing Agreement. (b) Each Loan Document has been duly authorized8.4. The Borrower hereby certifies, executed recites and delivered declares that all things, conditions and acts required by the Borrower Constitution and such Loan Document constitutes Statutes of the State of Oregon and by this Financing Agreement to exist, to have happened and to have been performed precedent to and in the execution and the delivery of this Financing Agreement, do exist, have happened and have been performed in due time, form and manner, as required by law, and that this Financing Agreement is a valid and binding agreement obligation of the Borrower, Borrower which is enforceable against the Borrower in accordance with its terms, subject except to the effect of applicable extent that enforceability may be limited by (i) bankruptcy, insolvency, fraudulent conveyance, reorganization reorganization, moratorium and other similar laws affecting creditors’ rights generally and general principles of equity (whether considered in a proceeding in equity or law). There are no actions, suits or proceedings pending or, to the knowledge of the Borrower or any Subsidiary, threatened against the Borrower or any Subsidiary which purport to affect the legality, validity or enforceability of this Agreement or any other Loan Document. (c) The execution, delivery and performance of each Loan Document by the Borrower will not violate or conflict with (i) the organizational documents of the Borrower or any Subsidiary, as in effect on the Effective Date or generally; (ii) any indenture, loan agreement or other similar agreement or instrument binding on the Borrower or any Subsidiary. (d) The Borrower, its Subsidiaries application of equitable principles and the XXX Entities are exercise of judicial discretion in compliance with all laws, rules, regulations, orders, decrees and requirements of any Governmental Authority applicable to them or their properties, except where the necessity of compliance therewith is being contested in good faith by appropriate proceedings or such failure to comply would not have or would not reasonably be expected to cause a Material Adverse Change. None of the Borrower, its Subsidiaries or the XXX Entities, nor, to the knowledge of the Borrower or any of its Subsidiaries, any director, officer, agent, employee or Affiliate of the Borrower, is in violation of any applicable Anti-Corruption Law, including without limitation the FCPA, in any material respect. None of the Borrower, its Subsidiaries or the XXX Entities, nor, to the knowledge of the Borrower or any of its Subsidiaries, any director, officer, agent, employee or Affiliate of the Borrower, is in violation of any of the country or list based economic and trade sanctions administered and enforced by OFAC. None of the Borrower, its Subsidiaries or the XXX Entities, nor, to the knowledge of the Borrower or any of its Subsidiaries, any director, officer, agent, employee or Affiliate of the Borrower, (i) is a Sanctioned Person or a Sanctioned Entity, (ii) has more than ten percent (10%) of its assets located in Sanctioned Entities, or cases; (iii) derives more than 10% common law and statutes affecting the enforceability of its operating income from investments incontractual obligations generally; and (iv) principles of public policy concerning, affecting or transactions with, Sanctioned Persons limiting the enforcement of rights or Sanctioned Entities. (e) On the Effective Date there are no actions, suits, proceedings or investigations pending or, to the knowledge of remedies against governmental entities such as the Borrower, threatened against the Borrower, any Subsidiary or XXX before any Governmental Authority as to which, in the opinion of the Borrower, there is a reasonable possibility of an adverse determination and that, if adversely determined, could reasonably be expected, individually or in the aggregate, to constitute a Material Adverse Change. (f) The consolidated balance sheets of the Borrower (and its predecessor entity) and its consolidated Subsidiaries as of December 31, 2015, and the related consolidated statements of income, partners’ (or stockholders’) equity and cash flows for each of the years in the three-year period ended December 31, 2015, audited by KPMG LLP, present fairly, in all material respects, the consolidated financial position of the Borrower and its consolidated Subsidiaries as of December

Representations of the Borrower. The Borrower hereby represents to RUS that on the date hereof, the Closing Date, and warrants to the Administrative Agent and the Lenders thateach Requested Advance Date: (a) Each of the Borrower and each Subsidiary has been duly formed organized and is validly existing and in good standing as a cooperative association under the laws of the jurisdiction District of its organization and is qualified to do business as a foreign entity and is in good standing in each jurisdiction of the United States in which the ownership of its properties or the conduct of its business requires such qualification and where the failure to so qualify would constitute a Material Adverse Change.Columbia; (b) Each Loan Document the Borrower has the corporate power and authority to execute and deliver this Agreement and each of the other Bond Documents to which the Borrower is a party, to consummate the transactions contemplated hereby and thereby and to perform its obligations hereunder and thereunder; (c) the Borrower has taken all necessary corporate action to authorize the execution and delivery of this Agreement and each of the other Bond Documents to which the Borrower is a party, the consummation by the Borrower of the transactions contemplated hereby and thereby and the performance by the Borrower of its obligations hereunder and thereunder; (d) this Agreement and each of the other Bond Documents to which the Borrower is a party have been duly authorized, executed and delivered by the Borrower and such Loan Document constitutes a constitute the legal, valid and binding agreement obligations of the Borrower, enforceable against the Borrower in accordance with its their respective terms, subject to the effect of to: (i) applicable bankruptcy, reorganization, insolvency, fraudulent conveyance, reorganization moratorium and other similar laws of general applicability relating to or affecting creditors’ rights generally generally; and (ii) the application of general principles of equity (regardless of whether such enforceability is considered in a proceeding in equity or at law). There are ; (e) no actionsapproval, suits consent, authorization, order, waiver, exemption, variance, registration, filing, notification, qualification, license, permit or proceedings pending orother action is now, or under existing law in the future will be, required to be obtained, given, made or taken, as the knowledge case may be, with, from or by any regulatory body, administrative agency or governmental authority having jurisdiction over the Borrower to authorize the execution and delivery by the Borrower of this Agreement or any of the other Bond Documents to which the Borrower is a party, or the consummation by the Borrower of the transactions contemplated hereby or thereby or the performance by the Borrower of its obligations hereunder or thereunder; (f) neither the execution or delivery by the Borrower of this Agreement or any of the other Bond Documents to which the Borrower is a party nor the consummation by the Borrower of any of the transactions contemplated hereby or thereby nor the performance by the Borrower of its obligations hereunder or thereunder, including, without limitation, the pledge of the Pledged Securities (as such term is defined in the Pledge Agreement) to RUS if required, conflicts with or will conflict with, violates or will violate, results in or will result in a breach of, constitutes or will constitute a default under, or results in or will result in the imposition of any lien or encumbrance pursuant to any term or provision of the articles of incorporation or the bylaws of the Borrower or any Subsidiary, threatened against provision of any existing law or any rule or regulation currently applicable to the Borrower or any Subsidiary which purport to affect the legalityjudgment, validity order or enforceability decree of this Agreement any court or any other Loan Document. (c) The executionregulatory body, delivery and performance of each Loan Document by the Borrower will not violate administrative agency or conflict with (i) the organizational documents of governmental authority having jurisdiction over the Borrower or the terms of any Subsidiarymortgage, as in effect on the Effective Date or (ii) any indenture, loan agreement contract or other similar agreement or instrument binding on to which the Borrower is a party or any Subsidiary. (d) The Borrower, its Subsidiaries and the XXX Entities are in compliance with all laws, rules, regulations, orders, decrees and requirements of any Governmental Authority applicable to them or their properties, except where the necessity of compliance therewith is being contested in good faith by appropriate proceedings or such failure to comply would not have or would not reasonably be expected to cause a Material Adverse Change. None of the Borrower, its Subsidiaries or the XXX Entities, nor, to the knowledge of which the Borrower or any of its Subsidiariesproperties is bound; (g) there is no action, suit, proceeding or investigation before or by any director, officer, agent, employee or Affiliate of the Borrower, is in violation of any applicable Anti-Corruption Law, including without limitation the FCPA, in any material respect. None of the Borrower, its Subsidiaries or the XXX Entities, nor, to the knowledge of the Borrower court or any of its Subsidiariesregulatory body, any director, officer, agent, employee administrative agency or Affiliate of the Borrower, is in violation of any of the country or list based economic and trade sanctions administered and enforced by OFAC. None of the Borrower, its Subsidiaries or the XXX Entities, nor, to the knowledge of the Borrower or any of its Subsidiaries, any director, officer, agent, employee or Affiliate of the Borrower, (i) is a Sanctioned Person or a Sanctioned Entity, (ii) has more than ten percent (10%) of its assets located in Sanctioned Entities, or (iii) derives more than 10% of its operating income from investments in, or transactions with, Sanctioned Persons or Sanctioned Entities. (e) On the Effective Date there are no actions, suits, proceedings or investigations governmental authority presently pending or, to the knowledge of the Borrower, threatened against with respect to the Borrower, this Agreement or any Subsidiary or XXX before any Governmental Authority as to which, in the opinion of the Borrower, there other Bond Documents to which the Borrower is a reasonable possibility party challenging the validity or enforceability of an adverse determination and thatthis Agreement or any of the other Bond Documents to which the Borrower is a party or seeking to restrain, enjoin or otherwise prevent the consummation by the Borrower of the transactions contemplated by this Agreement or any of the other Bond Documents to which the Borrower is a party or which, if adversely determined, could reasonably be expectedwould have a material adverse effect on the Borrower’s financial condition or its ability to perform its obligations under this Agreement or any of the other Bond Documents to which the Borrower is a party; (h) the Borrower is a lending institution organized as a private, individually not-for-profit, cooperative association with the appropriate expertise, experience and qualifications to make loans for electrification or telephone purposes; (i) the total principal amount of the Guaranteed Bond plus the outstanding amount of any other guaranteed bonds issued by the Borrower under the Program does not exceed the total principal amount of outstanding Loans, made for electrification and telephone purposes eligible under the RE Act, as of the Closing Date; and (j) no material adverse change has occurred in the aggregate, to constitute a Material Adverse Change. (f) The consolidated balance sheets financial condition of the Borrower (and its predecessor entity) and its consolidated Subsidiaries as between the date of December 31, 2015, the Application and the related consolidated statements of income, partners’ (or stockholders’) equity and cash flows for each of the years in the three-year period ended December 31, 2015, audited by KPMG LLP, present fairly, in all material respects, the consolidated financial position of the Borrower and its consolidated Subsidiaries as of Decemberdate this representation is given.

Representations of the Borrower. The Borrower represents that:- a) The Borrower has adequate legal capacity to enter into and warrants execute the Agreement. The Borrower is not restricted in any manner or prevented in any manner under any law, statute, judgment, decree, ruling, contract or otherwise from executing and undertaking the obligations in the manner provided in the Agreement. Upon execution, this Agreement shall be a valid and legally binding commitment of the Borrower enforceable against him in terms of the Agreement. The borrower (in case of being a company) is duly incorporated and existing under the laws of India with power to enter into the Agreement to which it shall be a party. b) No charges, mortgages, pledges, encumbrances or liens exist in respect of any of its Asset charged, mortgaged or encumbered or proposed to be charged, mortgaged or encumbered in favour of the Bank except as has been previously disclosed to the Administrative Agent Bank in writing. c) The Borrower has acquired all the required authorizations, approvals, consents, licenses and permissions required in relation to the Agreement, collateral documents and the Lenders that:mortgaged Asset and done all that is necessary to give full force and effect to all authorizations, approvals, consents, licenses and permissions required in relation to the Agreement, collateral documents and the mortgaged Asset. d) The Borrower has paid all taxes and statutory dues payable by him in respect of the Asset or Property and has not received any demand, claim or notice from any person. The Borrower further reiterates that there are no tax arrears in respect of the mortgaged Asset. e) There are no suits, actions or claims pending or are likely to be filed or taken (awhether civil or criminal or otherwise) Each against the Borrower of any nature whatsoever. f) The Borrower further states that there are no Lease, license or tenancy agreement pre-existing or subsisting over the property and that the property is freehold and is in possession of the Borrower and each Subsidiary has been duly formed and is validly existing and in good standing under the laws of the jurisdiction of or its organization and is qualified to do business as a foreign entity and is in good standing in each jurisdiction of the United States in which the ownership of its properties or the conduct of its business requires such qualification and where the failure to so qualify would constitute a Material Adverse Changenominees. (b) Each Loan Document has been duly authorized, executed and delivered by the Borrower and such Loan Document constitutes a valid and binding agreement of the Borrower, enforceable in accordance with its terms, subject to the effect of applicable bankruptcy, insolvency, fraudulent conveyance, reorganization and other similar laws affecting creditors’ rights generally and general principles of equity (whether considered in a proceeding in equity or law). There are no actions, suits or proceedings pending or, to the knowledge of the Borrower or any Subsidiary, threatened against the Borrower or any Subsidiary which purport to affect the legality, validity or enforceability of this Agreement or any other Loan Document. (c) The execution, delivery and performance of each Loan Document by the Borrower will not violate or conflict with (i) the organizational documents of the Borrower or any Subsidiary, as in effect on the Effective Date or (ii) any indenture, loan agreement or other similar agreement or instrument binding on the Borrower or any Subsidiary. (d) The Borrower, its Subsidiaries and the XXX Entities are in compliance with all laws, rules, regulations, orders, decrees and requirements of any Governmental Authority applicable to them or their properties, except where the necessity of compliance therewith is being contested in good faith by appropriate proceedings or such failure to comply would not have or would not reasonably be expected to cause a Material Adverse Change. None of the Borrower, its Subsidiaries or the XXX Entities, nor, to the knowledge of the Borrower or any of its Subsidiaries, any director, officer, agent, employee or Affiliate of the Borrower, is in violation of any applicable Anti-Corruption Law, including without limitation the FCPA, in any material respect. None of the Borrower, its Subsidiaries or the XXX Entities, nor, to the knowledge of the Borrower or any of its Subsidiaries, any director, officer, agent, employee or Affiliate of the Borrower, is in violation of any of the country or list based economic and trade sanctions administered and enforced by OFAC. None of the Borrower, its Subsidiaries or the XXX Entities, nor, to the knowledge of the Borrower or any of its Subsidiaries, any director, officer, agent, employee or Affiliate of the Borrower, (i) is a Sanctioned Person or a Sanctioned Entity, (ii) has more than ten percent (10%) of its assets located in Sanctioned Entities, or (iii) derives more than 10% of its operating income from investments in, or transactions with, Sanctioned Persons or Sanctioned Entities. (e) On the Effective Date there are no actions, suits, proceedings or investigations pending or, to the knowledge of the Borrower, threatened against the Borrower, any Subsidiary or XXX before any Governmental Authority as to which, in the opinion of the Borrower, there is a reasonable possibility of an adverse determination and that, if adversely determined, could reasonably be expected, individually or in the aggregate, to constitute a Material Adverse Change. (f) The consolidated balance sheets of the Borrower (and its predecessor entity) and its consolidated Subsidiaries as of December 31, 2015, and the related consolidated statements of income, partners’ (or stockholders’) equity and cash flows for each of the years in the three-year period ended December 31, 2015, audited by KPMG LLP, present fairly, in all material respects, the consolidated financial position of the Borrower and its consolidated Subsidiaries as of December

Representations of the Borrower. The Borrower represents makes the following representations and warrants to the Administrative Agent and the Lenders thatwarranties: (a) Each of the The Borrower is a corporation duly organized and each Subsidiary has been duly formed and is validly existing and in good standing under the laws of the jurisdiction State of its organization and is qualified to do business as a foreign entity and is in good standing in each jurisdiction of the United States in which the ownership of its properties or the conduct of its business requires such qualification and where the failure to so qualify would constitute a Material Adverse Change.Delaware; (b) Each Loan Document The Borrower has full power and authority to execute and deliver this Agreement and to enter into and carry out the transactions contemplated on its part herein and therein. Such execution, delivery and performance are not in contravention of applicable local, state or federal law or the Borrower’s certificate of incorporation, or any indenture, agreement or undertaking which is material to the Borrower to which the Borrower is a party or by which it is bound (provided that the foregoing does not apply to any action required under state securities or Blue Sky laws in connection with the original sale by the Authority and purchase and distribution of the Bonds). This Agreement has, by proper action, been duly authorized, executed and delivered by the Borrower and such Loan Document constitutes a all steps necessary have been taken by the Borrower to constitute this Agreement valid and binding agreement obligations of the Borrower, enforceable in accordance with its terms, subject to the effect of except as enforceability may be limited by applicable bankruptcy, insolvency, fraudulent conveyancereorganization, reorganization and other moratorium or similar laws affecting creditors’ the rights of creditors generally and by general principles of equity (regardless of whether considered enforcement thereof is sought in a proceeding at law or in equity or lawequity). There are no actions, suits or proceedings pending or, to the knowledge of the Borrower or any Subsidiary, threatened against the Borrower or any Subsidiary which purport to affect the legality, validity or enforceability of this Agreement or any other Loan Document.; (c) The execution, delivery and performance of each Loan Document by the Borrower will not violate or conflict with (i) the organizational documents Each component of the Borrower or any SubsidiaryProjects constitutes “nonresidential real property” within the meaning of the GO Zone Act, as in effect on including fixed improvements associated with such property, and is or, when acquired, will be located within the Effective Date or (ii) any indenture, loan agreement or other similar agreement or instrument binding on geographical limits of the Borrower or any Subsidiary.State of Louisiana and within the area comprising the “Gulf Opportunity Zone” pursuant to the GO Zone Act; (d) The BorrowerProjects constitute an “Authorized Project” under La. R.S. 33:4548.3.B, its Subsidiaries and the XXX Entities are Borrower presently intends to operate the Projects as an “Authorized Project” under La. R.S. 33:4548.3.B for so long as the Bonds remain Outstanding in compliance accordance with all laws, rules, regulations, orders, decrees and requirements of any Governmental Authority applicable to them or their properties, except where the necessity of compliance therewith is being contested in good faith by appropriate proceedings or such failure to comply would not have or would not reasonably be expected to cause a Material Adverse Change. None of the Borrower, its Subsidiaries or the XXX Entities, nor, to the knowledge of the Borrower or any of its Subsidiaries, any director, officer, agent, employee or Affiliate of the Borrower, is in violation of any applicable Anti-Corruption Law, including without limitation the FCPA, in any material respect. None of the Borrower, its Subsidiaries or the XXX Entities, nor, to the knowledge of the Borrower or any of its Subsidiaries, any director, officer, agent, employee or Affiliate of the Borrower, is in violation of any of the country or list based economic and trade sanctions administered and enforced by OFAC. None of the Borrower, its Subsidiaries or the XXX Entities, nor, to the knowledge of the Borrower or any of its Subsidiaries, any director, officer, agent, employee or Affiliate of the Borrower, (i) is a Sanctioned Person or a Sanctioned Entity, (ii) has more than ten percent (10%) of its assets located in Sanctioned Entities, or (iii) derives more than 10% of its operating income from investments in, or transactions with, Sanctioned Persons or Sanctioned Entities.Section 6.1; (e) On the Effective Date there are no actions, suits, proceedings The Borrower presently does not intend to sell or investigations pending or, to the knowledge dispose of the Borrower, threatened against the Borrower, Projects or any Subsidiary or XXX before any Governmental Authority as to which, in the opinion of the Borrower, there is a reasonable possibility of an adverse determination and that, if adversely determined, could reasonably be expected, individually or in the aggregate, to constitute a Material Adverse Change.portion thereof; (f) The consolidated balance sheets No Cost of the Projects to be paid or incurred by or on behalf of the Borrower (and its predecessor entity) and its consolidated Subsidiaries as of December 31, 2015, and the related consolidated statements of income, partners’ (or stockholders’) equity and cash flows for each out of the years in Construction Fund were paid or incurred prior to August 29, 2005; (g) The Projects are substantially the three-year period ended December 31, 2015, audited by KPMG LLP, present fairly, same in all material respectsrespects to that described in the notice of public hearing published on May 28, 2009; (h) The Projects will be acquired, constructed and installed and will be operated by the Borrower in such manner as to conform with all applicable zoning, planning, building, environmental and other regulations of the governmental authorities having jurisdiction over the Projects; (i) The Borrower will cause all of the proceeds of the Bonds to be applied solely to the payment of (x) Cost of the Projects, (y) the costs of funding the reserve fund for the Bonds, if any and (z) the costs of issuance and reoffering of the Bonds; (j) Subject to Section 6.1 and any change in such percentages by resolution of the Louisiana State Bond Commission, the consolidated financial position Borrower will cause 75% of the net proceeds of the Bonds to be used to finance the costs of expanding, equipping and improving the Calcasieu Projects, and 25% of the net proceeds of the Bonds to be used to finance the costs of designing, constructing, expanding, renovating, equipping and improving the Ascension Projects; provided, however, the Borrower may request the Authority to file an application with the Louisiana State Bond Commission requesting a change in the allocation of the use of the net proceeds of the Bonds, and upon the adoption of a revised Application for Approval by the Louisiana State Bond Commission, the Borrower will thereafter use the net proceeds of the Bonds with respect to the Calcasieu Projects and the Ascension Projects as set forth in such revised Application for Approval of the Louisiana State Bond Commission; (k) The Borrower has taken no action, and has not omitted to take any action, which action or omission to take action would in any way affect or impair the excludability of interest on the Bonds from gross income of the Holders thereof for federal income tax purposes; (l) All of the representations and warranties of the Borrower contained in the Tax Certificate are hereby reaffirmed and its consolidated Subsidiaries as incorporated herein by reference; (m) The Borrower presently in good faith estimates the Cost of Decemberthe Projects to equal or exceed the original principal amount of the Bonds; and (n) All certificates, approvals, permits and authorizations of applicable local governmental agencies, the State and the federal government with respect to the construction of the Projects have been obtained, or if not yet obtained, are expected to be obtained in due course.

Representations of the Borrower. The Borrower hereby represents and warrants to the Administrative Agent and the Lenders that: (a) Each The execution and delivery of this Amendment are within the Borrower Borrower’s corporate or other powers and each Subsidiary has have been duly formed and authorized by all necessary corporate or other action. (b) The Borrower (a) is duly organized, validly existing and in good standing under the laws of the jurisdiction of its organization organization, (b) has all requisite corporate power and authority to carry on its business as now conducted except where the failure to have the same would not reasonably be expected to have Material Adverse Effect and (c) is qualified to do business as a foreign entity in, and (where such concept exists) is in good standing in each (or its equivalent, if any) in, every jurisdiction of the United States in which the ownership of its properties or the conduct of its business requires where such qualification and is required except where the failure to be so qualify qualified or to be (where such concept exists) in good standing (or its equivalent, if any) would constitute not reasonably be expected to have a Material Adverse ChangeEffect. (bc) Each Loan Document This Amendment has been duly authorized, executed and delivered by the Borrower and such Loan Document constitutes a legal, valid and binding agreement obligation of the Borrower, enforceable in accordance with its terms, subject to the effect of applicable aapplicable bankruptcy, insolvency, fraudulent conveyancereorganization, reorganization and moratorium or other similar laws affecting creditors’ rights generally and subject to general principles of equity (equity, regardless of whether considered in a proceeding in equity or at law). There are no actions, suits or proceedings pending or, to the knowledge of the Borrower or any Subsidiary, threatened against the Borrower or any Subsidiary which purport to affect the legality, validity or enforceability of this Agreement or any other Loan Document. (c) The execution, delivery and performance of each Loan Document by the Borrower will not violate or conflict with (i) the organizational documents of the Borrower or any Subsidiary, as in effect on the Effective Date or (ii) any indenture, loan agreement or other similar agreement or instrument binding on the Borrower or any Subsidiary. (d) The execution and delivery of this Amendment by the Borrower (a) do not require any consent or approval of, registration or filing with, or any other action by, any Governmental Authority, except such as have been, or will be by the time required, obtained or made and are, or will be by the time required, in full force and effect, (b) will not violate the Organizational Documents of the Borrower, (c) will not violate any requirement of law applicable to the Borrower, (d) will not violate or result in a default under any indenture, agreement or other instrument binding upon the Borrower or its Subsidiaries and assets, or give rise to a right thereunder to require any payment to be made by the XXX Entities are in compliance with all lawsBorrower or give rise to a right of, rulesor result in, regulationstermination, orders, decrees and requirements cancellation or acceleration of any Governmental Authority applicable to them obligation thereunder, and (e) will not result in the creation or their propertiesimposition of any Lien on any asset of the Borrower, except where Liens permitted by Section 6.02 of the necessity Existing Credit Agreement, except, in the case of compliance therewith is being contested in good faith by appropriate proceedings clauses (c) and (d), for any such violations, defaults or such failure to comply would not have or rights that, would not reasonably be expected to cause have a Material Adverse Change. None of the Borrower, its Subsidiaries or the XXX Entities, nor, to the knowledge of the Borrower or any of its Subsidiaries, any director, officer, agent, employee or Affiliate of the Borrower, is in violation of any applicable Anti-Corruption Law, including without limitation the FCPA, in any material respect. None of the Borrower, its Subsidiaries or the XXX Entities, nor, to the knowledge of the Borrower or any of its Subsidiaries, any director, officer, agent, employee or Affiliate of the Borrower, is in violation of any of the country or list based economic and trade sanctions administered and enforced by OFAC. None of the Borrower, its Subsidiaries or the XXX Entities, nor, to the knowledge of the Borrower or any of its Subsidiaries, any director, officer, agent, employee or Affiliate of the Borrower, (i) is a Sanctioned Person or a Sanctioned Entity, (ii) has more than ten percent (10%) of its assets located in Sanctioned Entities, or (iii) derives more than 10% of its operating income from investments in, or transactions with, Sanctioned Persons or Sanctioned EntitiesEffect. (e) On the Effective Date there are no actions, suits, proceedings or investigations pending or, to the knowledge of the Borrower, threatened against the Borrower, any Subsidiary or XXX before any Governmental Authority as to which, in the opinion of the Borrower, there is a reasonable possibility of an adverse determination and that, if adversely determined, could reasonably be expected, individually or in the aggregate, to constitute a Material Adverse Change. (f) The consolidated balance sheets of the Borrower (and its predecessor entity) and its consolidated Subsidiaries as of December 31, 2015, and the related consolidated statements of income, partners’ (or stockholders’) equity and cash flows for each of the years in the three-year period ended December 31, 2015, audited by KPMG LLP, present fairly, in all material respects, the consolidated financial position of the Borrower and its consolidated Subsidiaries as of December

Representations of the Borrower. The Borrower represents and warrants to the Administrative Agent and the Lenders that: (a) Each of (i) the Borrower and each Subsidiary has been duly formed incorporated and is validly existing and in good standing under the laws of the jurisdiction State of its organization Delaware, and (ii) the Borrower is qualified to do business as a foreign entity corporation and is in good standing in each jurisdiction of the United States in which the ownership of its properties or the conduct of its business requires such qualification and where the failure to so qualify would constitute a Material Adverse Change. (b) Each This Agreement, the Transactions and all other Loan Document has Documents to which the Borrower is a party have been duly authorized, executed and delivered by the Borrower Borrower, and such each of this Agreement, its Notes and the other Loan Document Documents to which it is a party constitutes a valid and binding agreement of the Borrower, enforceable in accordance with its respective terms, subject to the effect of applicable bankruptcy, insolvency, fraudulent conveyance, reorganization and other insolvency or similar laws affecting creditors’ rights generally and equitable principals of general applicability. The Borrower’s Notes have been duly authorized by the Borrower and, when executed, issued and delivered pursuant hereto for value received, will constitute valid and binding obligations of the Borrower, enforceable in accordance with their terms, except as (i) may be limited by bankruptcy, insolvency or similar laws affecting creditors’ rights generally, and (ii) rights of acceleration and the availability of equitable remedies may be limited by equitable principles of equity (whether considered in a proceeding in equity or law)general applicability. There are no actions, suits or proceedings pending or, to the knowledge of the Borrower or any SubsidiaryBorrower, threatened against the Borrower or any Subsidiary which purport purports to affect the legality, validity or enforceability of this Agreement or Agreement, any other Loan DocumentDocument or any of its Notes. (c) The execution, delivery and performance of each Loan Document this Agreement by the Borrower and the execution, issuance, delivery and performance by the Borrower of its Notes will not violate or conflict with (i) the organizational documents restated certificate of incorporation or bylaws of the Borrower or any SubsidiaryBorrower, as in effect on the Effective Date or (ii) any indentureindenture (including the Public Indenture), loan agreement or other similar agreement or instrument binding on the Borrower or any SubsidiaryBorrower. (d) The Borrower, its Subsidiaries and To the XXX Entities are in compliance with all laws, rules, regulations, orders, decrees and requirements of any Governmental Authority applicable to them or their properties, except where the necessity of compliance therewith is being contested in good faith by appropriate proceedings or such failure to comply would not have or would not reasonably be expected to cause a Material Adverse Change. None knowledge of the Borrower, its Subsidiaries or the XXX Entities, nor, to the knowledge of the Borrower or any of its Subsidiaries, any director, officer, agent, employee or Affiliate of the Borrower, is in violation of any applicable Anti-Corruption Law, including without limitation the FCPA, in any material respect. None of the Borrower, its Subsidiaries or the XXX Entities, nor, to the knowledge of the Borrower or any of its Subsidiaries, any director, officer, agent, employee or Affiliate of the Borrower, is in violation of any of the country or list based economic and trade sanctions administered and enforced by OFAC. None of the Borrower, its Subsidiaries or the XXX Entities, nor, to the knowledge of the Borrower or any of its Subsidiaries, any director, officer, agent, employee or Affiliate of the Borrower, (i) is a Sanctioned Person or a Sanctioned Entity, (ii) has more than ten percent (10%) of its assets located in Sanctioned Entities, or (iii) derives more than 10% of its operating income from investments in, or transactions with, Sanctioned Persons or Sanctioned Entities. (e) On on the Effective Date and on the Availability Date there are no actions, suits, proceedings or investigations pending or, to the knowledge of the Borrower, threatened against the Borrower, any Subsidiary or XXX Borrower before any Governmental Authority as to which, in the opinion of the Borrower, there is a reasonable possibility of an adverse determination and that, if adversely determined, could reasonably be expected, individually or in the aggregate, to constitute a Material Adverse Change. (fe) The consolidated balance sheets of the Borrower (and its predecessor entity) and its consolidated Subsidiaries as of December 31, 20152012 and 2013, and the related consolidated statements of income, partnersstockholders’ (or stockholders’) equity and cash flows for each of the years in the three-year period ended December 31, 20152013, audited by KPMG LLP, present fairly, in all material respects, the consolidated financial position of the Borrower and its consolidated Subsidiaries as of DecemberDecember 31, 2012 and 2013, and the results of their operations and their cash flows for each of the years in the three-year period ended December 31, 2013, in conformity with GAAP applied on a consistent basis. (f) From December 31, 2013 through the Effective Date and the Availability Date, there has been no Material Adverse Change. (g) Neither the Borrower nor any Subsidiary is an “investment company” as defined in, or subject to regulation under, the Investment Company Act of 1940. (h) No ERISA Event has occurred or is reasonably expected to occur that, when taken together with all other such ERISA Events for which liability is reasonably expected to occur, could reasonably be expected to result in a Material Adverse Change. The present value of all accumulated benefit obligations of all underfunded Plans (based on the assumptions used for purposes of Statement of Financial Accounting Standards No. 87) did not, as of the date of the most recent financial statements reflecting such amounts, exceed the fair market value of the assets of all such underfunded Plans by an amount that could reasonably be expected to result in a Material Adverse Change. (i) Neither the Information Memorandum nor any of the other reports, financial statements, certificates or other information concerning the Borrower or its subsidiaries (other than information of a general economic or industry specific nature) furnished in writing by or on behalf of the Borrower to the Agents or any Lender in connection with the negotiation of this Agreement or delivered hereunder (as modified or supplemented by other information so furnished), taken as a whole, contained any untrue statement of a material fact or omitted to state a material fact necessary in order to make the statements contained therein not materially misleading in light of the circumstances under which such statements are made, in each case as of the time so furnished; provided that, with respect to projected financial information, the Borrower represents only that such information was prepared in good faith based upon assumptions believed to be reasonable at the time, it being understood by the Credit Parties that projections by their nature are inherently uncertain and no assurances are being given that the results reflected in the projections will be achieved. (j) The Borrower’s Significant Subsidiaries as of December 31, 2013, are listed on Schedule II hereto. (k) The Borrower has filed all United States Federal income tax returns and all other material tax returns and reports required to be filed (or obtained extensions with respect thereto) and has paid all Taxes required to have been paid by it, except (i) Taxes the validity of which is being contested in good faith by appropriate proceedings, and with respect to which the Borrower, to the extent required by GAAP, has set aside on its books adequate reserves or (ii) to the extent the failure to do so (individually or collectively) would not reasonably be expected to result in a Material Adverse Change. (l) The Borrower has implemented and maintains in effect policies and procedures designed to ensure compliance by the Borrower, its Subsidiaries and their respective directors, officers, employees and agents with Anti-Corruption Laws and applicable Sanctions, and the Borrower, its Subsidiaries and their respective officers and employees and to the knowledge of the Borrower its directors and agents (acting in their capacity as an agent for the Borrower), are in compliance with Anti-Corruption Laws and applicable Sanctions in all material respects. None of (i) the Borrower, any of its Subsidiaries or, to the knowledge of the Borrower, any of their respective directors, officers or employees, or (ii) to the knowledge of the Borrower, any agent of the Borrower or any of its Subsidiaries (acting in its capacity as an agent for the Borrower or any of its Subsidiaries) that will act in any capacity in connection with the credit facility established hereby, is a Sanctioned Person. No proceeds of any Borrowing will be used in a manner that will result in a Default under Section 5.05. (m) No Event of Default has occurred and is continuing.

Representations of the Borrower. The Borrower represents and warrants to makes the Administrative Agent and following representations as the Lenders thatbasis for its undertakings herein contained: (a) Each of the The Borrower and each Subsidiary has been is a corporation, duly formed and is organized, validly existing and in good standing under the laws of the jurisdiction of its organization State and is duly qualified to do transact business as a foreign entity and is in good standing in each jurisdiction of the United States in which the ownership of its properties or the conduct of its business requires such qualification and where the failure to so qualify would constitute a Material Adverse ChangeState. (b) Each Loan Document has been duly authorized, executed and delivered by the Borrower and such Loan Document constitutes a valid and binding agreement of the Borrower, enforceable in accordance with its terms, subject to the effect of applicable bankruptcy, insolvency, fraudulent conveyance, reorganization and other similar laws affecting creditors’ rights generally and general principles of equity (whether considered in a proceeding in equity or law). There are no actions, suits or proceedings pending or, to the knowledge of the Borrower or any Subsidiary, threatened against the Borrower or any Subsidiary which purport to affect the legality, validity or enforceability of this Agreement or any other Loan Document. (c) The execution, delivery and performance of each Loan Document by the Borrower will not violate of this Agreement, the Credit Agreement, the Remarketing Agreement, the Tax Regulatory Agreement and all other documents contemplated hereby to be executed by the Borrower are within the Borrower’s power and have been duly authorized by all necessary corporate action, and neither the execution and delivery of this Agreement, the Credit Agreement, the Remarketing Agreement or conflict the Tax Regulatory Agreement or the consummation of the transactions contemplated hereby and thereby, northe fulfillment of or compliance with the terms and conditions hereof and thereof, conflicts with or results in a breach of any of the material terms, conditions or provisions of any of the Borrower’s Organization Documents, or of any law, statute, rule, regulation, order, judgment, award, injunction, or decree or of anymaterial agreement or instrument to which the Borrower is now a party or by which it is bound or affected, or constitutes a default (ior would constitute a default with due notice or the passage of time or both) under any of the organizational documents foregoing, or results in or requires the creation or imposition of any prohibited lien, charge or encumbrance whatsoever upon any of the property or assets of the Borrower under the terms of any instrument or any Subsidiaryagreement to which the Borrower is now a party or by which it is bound, except as in would not have a material adverse effect on the Effective Date or operations of the Borrower, taken as a whole. (iic) any indentureThe estimated Costs of the Project to be paid with the proceeds of the Bonds are as set forth in the Tax Regulatory Agreement and have been determined in accordance with commercially reasonable engineering, loan agreement or other similar agreement or instrument binding on construction, and accounting principles. All the Borrower or any Subsidiaryinformation and representations in the Tax Regulatory Agreement are true and correct in all material respects as of the date thereof. (d) The Borrower, its Subsidiaries Project consists and will consist of those facilities and equipment described in Exhibit A and the XXX Entities are in compliance with all laws, rules, regulations, orders, decrees and requirements Borrower shall not make any changes to the Project or to the operation thereof which would affect the qualification of any Governmental Authority applicable to them or their properties, except where the necessity of compliance therewith is being contested in good faith by appropriate proceedings or such failure to comply would not have Project under the Act or would cause interest on the Bonds not reasonably to be expected Tax-exempt. The Borrower intends to own and operate the Project. The Borrower covenants and agrees to operate or cause a Material Adverse Change. None the operation of the BorrowerProject as a facility described by the Act until the principal of, its Subsidiaries or the XXX Entitiespremium, norif any, to and the knowledge of interest on the Borrower or any of its Subsidiaries, any director, officer, agent, employee or Affiliate of the Borrower, is in violation of any applicable Anti-Corruption Law, including without limitation the FCPA, in any material respect. None of the Borrower, its Subsidiaries or the XXX Entities, nor, to the knowledge of the Borrower or any of its Subsidiaries, any director, officer, agent, employee or Affiliate of the Borrower, is in violation of any of the country or list based economic and trade sanctions administered and enforced by OFAC. None of the Borrower, its Subsidiaries or the XXX Entities, nor, to the knowledge of the Borrower or any of its Subsidiaries, any director, officer, agent, employee or Affiliate of the Borrower, (i) is a Sanctioned Person or a Sanctioned Entity, (ii) has more than ten percent (10%) of its assets located in Sanctioned Entities, or (iii) derives more than 10% of its operating income from investments in, or transactions with, Sanctioned Persons or Sanctioned EntitiesBonds shall have been paid. (e) On The Borrower has and will have title to the Effective Date there Project sufficient to carry out the purposes of this Agreement. (f) At the time of submission of an application to the Issuer for financial assistance in connection with the Project and on the dates on which action was taken on such application, permanent financing for the Project had not otherwise been obtained or arranged. (g) To the knowledge of the Borrower, no member, officer or other official of the Issuer has any financial interest whatsoever in the Borrower or in the transactions contemplated by this Agreement. (h) All certificates, approvals, permits and authorizations with respect to the Construction of the Project of the State, the City of Santa Ana, California, the federal government and other applicable local governmental agencies have been obtained, or if not yet obtained, are reasonably expected to be obtained in due course. The Project will be consistent with any existing local or regional comprehensive plan. (i) No event has occurred and no actionscondition exists which would constitute a Loan Default Event or which, suitswith the passing of time or with the giving of notice or both, proceedings would constitute a Loan Default Event. (j) There is no litigation or investigations proceeding pending or, to the knowledge of the Borrower, threatened against the BorrowerBorrower which could materially and adversely affect the validity of this Agreement, any Subsidiary the Credit Agreement, the Remarketing Agreement or XXX before any Governmental Authority as to which, in the opinion Tax Regulatory Agreement or the ability of the BorrowerBorrower to comply with the terms of its obligations under this Agreement, there is a reasonable possibility of an adverse determination and thatthe Credit Agreement, if adversely determined, could reasonably be expected, individually the Remarketing Agreement or in the aggregate, to constitute a Material Adverse ChangeTax Regulatory Agreement. (fk) The consolidated balance sheets No consent, authorization or approval, except such consents, authorizations or approvals as have been obtained prior to the execution and delivery of this Agreement, from any governmental, public or quasi-public body or authority of the Borrower (and its predecessor entity) and its consolidated Subsidiaries as of December 31, 2015, and the related consolidated statements of income, partners’ (United States or stockholders’) equity and cash flows for each of the years in State or any department or subdivision thereof, is necessary for the three-year period ended December 31, 2015, audited due execution and delivery by KPMG LLP, present fairly, in all material respects, the consolidated financial position of the Borrower and its consolidated Subsidiaries as of Decemberthis Agreement.

Representations of the Borrower. The Borrower represents and warrants to the Administrative Agent and the Lenders that: (a) Each the representations and warranties of each Loan Party set forth in Article 3 of the Borrower and each Subsidiary has been duly formed and is validly existing Credit Agreement and in good standing under other Loan Documents that are qualified by materiality shall be true and correct, and the laws representations that are not so qualified shall be true and correct in all material respects, in each case, on and as of the jurisdiction of its organization date hereof and is qualified to do business on and as a foreign entity and is in good standing in each jurisdiction of the United States Incremental Facility Closing Date as if made on and as of such date (other than with respect to any representation and warranty that expressly relates to an earlier date, in which the ownership case such representation and warranty shall be true and correct in all material respects as of its properties or the conduct of its business requires such qualification and where the failure to so qualify would constitute a Material Adverse Change.earlier date); (b) Each Loan Document on and as of the date hereof and after giving effect to this Agreement and the transactions contemplated hereby, no Default shall have occurred and be continuing; (c) on and as of the date hereof, the Borrower is in compliance on a Pro Forma Basis with the covenants contained in Sections 6.14 and 6.15 of the Credit Agreement recomputed as of the last day of the most-recently ended Fiscal Quarter for which financial statements have been delivered pursuant to Sections 5.01(a) or (b) of the Credit Agreement; (d) on and as of the Incremental Facility Closing Date, this Agreement and the Amended Credit Agreement shall constitute its legal, valid and binding obligation, enforceable against it in accordance with its terms, subject to applicable bankruptcy, insolvency, reorganization, moratorium or other laws affecting creditors’ rights generally and subject to general principles of equity, regardless of whether considered in a proceeding in equity or law; (e) on and as of the date hereof, (i) it has the requisite power to execute and deliver this Agreement, and all corporate or other action required to be taken by it for the due and proper authorization, execution, delivery and performance of this Agreement has been duly and validly taken, (ii) this Agreement has been duly authorized, executed and delivered by it and (iii) no material Governmental Authorization is or will be required in connection with the Borrower execution and such Loan Document constitutes a valid and binding agreement delivery of the Borrower, enforceable in accordance with its terms, subject this Agreement; and (f) immediately after giving effect to the effect Revolving Commitment Increase, the aggregate principal amount of applicable bankruptcy, insolvency, fraudulent conveyance, reorganization and all Incremental Pari Passu Indebtedness other similar laws affecting creditors’ rights generally and general principles of equity (whether considered in a proceeding in equity or law). There are no actions, suits or proceedings pending or, to the knowledge of the Borrower or any Subsidiary, threatened against the Borrower or any Subsidiary which purport to affect the legality, validity or enforceability of this Agreement or any other Loan Document. (c) The execution, delivery and performance of each Loan Document by the Borrower will not violate or conflict with than (i) any Incremental Pari Passu Indebtedness the organizational documents proceeds of the Borrower which are or any Subsidiary, as in effect on the Effective Date or have been applied to refinance outstanding Term Loans and (ii) any indenture, loan agreement Permitted Pari Passu Indebtedness the proceeds of which are or other similar agreement or instrument binding on the Borrower or any Subsidiaryhave been applied to refinance outstanding Permitted Pari Passu Indebtedness does not exceed $800,000,000. (d) The Borrower, its Subsidiaries and the XXX Entities are in compliance with all laws, rules, regulations, orders, decrees and requirements of any Governmental Authority applicable to them or their properties, except where the necessity of compliance therewith is being contested in good faith by appropriate proceedings or such failure to comply would not have or would not reasonably be expected to cause a Material Adverse Change. None of the Borrower, its Subsidiaries or the XXX Entities, nor, to the knowledge of the Borrower or any of its Subsidiaries, any director, officer, agent, employee or Affiliate of the Borrower, is in violation of any applicable Anti-Corruption Law, including without limitation the FCPA, in any material respect. None of the Borrower, its Subsidiaries or the XXX Entities, nor, to the knowledge of the Borrower or any of its Subsidiaries, any director, officer, agent, employee or Affiliate of the Borrower, is in violation of any of the country or list based economic and trade sanctions administered and enforced by OFAC. None of the Borrower, its Subsidiaries or the XXX Entities, nor, to the knowledge of the Borrower or any of its Subsidiaries, any director, officer, agent, employee or Affiliate of the Borrower, (i) is a Sanctioned Person or a Sanctioned Entity, (ii) has more than ten percent (10%) of its assets located in Sanctioned Entities, or (iii) derives more than 10% of its operating income from investments in, or transactions with, Sanctioned Persons or Sanctioned Entities. (e) On the Effective Date there are no actions, suits, proceedings or investigations pending or, to the knowledge of the Borrower, threatened against the Borrower, any Subsidiary or XXX before any Governmental Authority as to which, in the opinion of the Borrower, there is a reasonable possibility of an adverse determination and that, if adversely determined, could reasonably be expected, individually or in the aggregate, to constitute a Material Adverse Change. (f) The consolidated balance sheets of the Borrower (and its predecessor entity) and its consolidated Subsidiaries as of December 31, 2015, and the related consolidated statements of income, partners’ (or stockholders’) equity and cash flows for each of the years in the three-year period ended December 31, 2015, audited by KPMG LLP, present fairly, in all material respects, the consolidated financial position of the Borrower and its consolidated Subsidiaries as of December

Representations of the Borrower. The After giving effect to this Agreement, each Borrower reaffirms and restates the representations and warranties set forth in Article V of the Credit Agreement (except to the extent such representations and warranties expressly relate to an earlier date, in which case such representations and warranties shall be true and correct in all material respects as of such earlier date) and all such representations and warranties shall be true and correct on the date hereof with the same force and effect as if made on such date. Each Borrower represents and warrants (which representations and warranties shall survive the execution and delivery hereof) to the Administrative Agent and the Lenders that: 6.1 It has the corporate power and authority to execute, deliver and carry out the terms and provisions of this Agreement and the transactions contemplated hereby and has taken or caused to be taken all necessary corporate action to authorize the execution, delivery and performance of this Agreement and the transactions contemplated hereby; 6.2 No consent of any Person (a) Each including, without limitation, shareholders or creditors of the Borrower Borrowers), and each Subsidiary no action of, or filing with any governmental or public body or authority is required to authorize, or is otherwise required in connection with the execution, delivery and performance of this Agreement; 6.3 This Agreement has been duly formed and is validly existing and in good standing under the laws of the jurisdiction of its organization and is qualified to do business as a foreign entity and is in good standing in each jurisdiction of the United States in which the ownership of its properties or the conduct of its business requires such qualification and where the failure to so qualify would constitute a Material Adverse Change. (b) Each Loan Document has been duly authorized, executed and delivered on behalf of each Borrower by the Borrower a duly authorized officer, and such Loan Document constitutes a legal, valid and binding agreement obligation of the Borrower, Borrowers enforceable in accordance with its terms, subject to the effect of applicable bankruptcy, reorganization, insolvency, fraudulent conveyance, reorganization moratorium and other similar laws affecting the enforcement of creditors’ ' rights generally and the exercise of judicial discretion in accordance with general principles of equity (whether considered in a proceeding in equity or law). There are no actions, suits or proceedings pending or, to the knowledge of the Borrower or any Subsidiary, threatened against the Borrower or any Subsidiary which purport to affect the legality, validity or enforceability of this Agreement or any other Loan Document.equity; and (c) 6.4 The execution, delivery and performance of each Loan Document by the Borrower this Agreement will not violate any law, statute or regulation, or any order or decree of any court or governmental instrumentality, or conflict with (i) with, or result in the organizational documents breach of, or constitute a default under any contractual obligation of the Borrower or any Subsidiary, as in effect on the Effective Date or (ii) any indenture, loan agreement or other similar agreement or instrument binding on the Borrower or any SubsidiaryBorrowers. (d) The Borrower6.5 Since September 30, its Subsidiaries and the XXX Entities are in compliance with all laws, rules, regulations, orders, decrees and requirements of any Governmental Authority applicable to them or their properties, except where the necessity of compliance therewith is being contested in good faith by appropriate proceedings or such failure to comply would not have or would not reasonably be expected to cause a Material Adverse Change. None of the Borrower, its Subsidiaries or the XXX Entities, nor, to the knowledge of the Borrower or any of its Subsidiaries, any director, officer, agent, employee or Affiliate of the Borrower, is in violation of any applicable Anti-Corruption Law, including without limitation the FCPA, in any material respect. None of the Borrower, its Subsidiaries or the XXX Entities, nor, to the knowledge of the Borrower or any of its Subsidiaries, any director, officer, agent, employee or Affiliate of the Borrower, is in violation of any of the country or list based economic and trade sanctions administered and enforced by OFAC. None of the Borrower, its Subsidiaries or the XXX Entities, nor, to the knowledge of the Borrower or any of its Subsidiaries, any director, officer, agent, employee or Affiliate of the Borrower, (i) is a Sanctioned Person or a Sanctioned Entity, (ii) has more than ten percent (10%) of its assets located in Sanctioned Entities, or (iii) derives more than 10% of its operating income from investments in, or transactions with, Sanctioned Persons or Sanctioned Entities. (e) On the Effective Date there are no actions, suits, proceedings or investigations pending or, to the knowledge of the Borrower, threatened against the Borrower, any Subsidiary or XXX before any Governmental Authority as to which, in the opinion of the Borrower2007, there is a reasonable possibility of an adverse determination and thathas been no event or circumstance, if adversely determined, could reasonably be expected, either individually or in the aggregate, that has had or could reasonably be expected to constitute have a Material Adverse ChangeEffect. (f) The consolidated balance sheets of the Borrower (and its predecessor entity) and its consolidated Subsidiaries as of December 31, 2015, and the related consolidated statements of income, partners’ (or stockholders’) equity and cash flows for each of the years in the three-year period ended December 31, 2015, audited by KPMG LLP, present fairly, in all material respects, the consolidated financial position of the Borrower and its consolidated Subsidiaries as of December

Representations of the Borrower. The Borrower hereby represents to RUS that on the date hereof, the Closing Date, and warrants to the Administrative Agent and the Lenders thateach Requested Advance Date: (a) Each of the Borrower and each Subsidiary has been duly formed organized and is validly existing and in good standing as a cooperative association under the laws of the jurisdiction District of its organization and is qualified to do business as a foreign entity and is in good standing in each jurisdiction of the United States in which the ownership of its properties or the conduct of its business requires such qualification and where the failure to so qualify would constitute a Material Adverse Change.Columbia; (b) Each Loan Document the Borrower has the corporate power and authority to execute and deliver this Agreement and each of the other Bond Documents to which the Borrower is a party, to consummate the transactions contemplated hereby and thereby and to perform its obligations hereunder and thereunder; (c) the Borrower has taken all necessary corporate action to authorize the execution and delivery of this Agreement and each of the other Bond Documents to which the Borrower is a party, the consummation by the Borrower of the transactions contemplated hereby and thereby and the performance by the Borrower of its obligations hereunder and thereunder; (d) this Agreement and each of the other Bond Documents to which the Borrower is a party have been duly authorized, executed and delivered by the Borrower and such Loan Document constitutes a constitute the legal, valid and binding agreement obligations of the Borrower, enforceable against the Borrower in accordance with its their respective terms, subject to the effect of to: (i) applicable bankruptcy, reorganization, insolvency, fraudulent conveyance, reorganization moratorium and other similar laws of general applicability relating to or affecting creditors’ rights generally generally; and (ii) the application of general principles of equity (regardless of whether such enforceability is considered in a proceeding in equity or at law). There are ; (e) no actionsapproval, suits consent, authorization, order, waiver, exemption, variance, registration, filing, notification, qualification, license, permit or proceedings pending orother action is now, or under existing law in the future will be, required to be obtained, given, made or taken, as the knowledge case may be, with, from or by any regulatory body, administrative agency or governmental authority having jurisdiction over the Borrower to authorize the execution and delivery by the Borrower of this Agreement or any of the other Bond Documents to which the Borrower is a party, or the consummation by the Borrower of the transactions contemplated hereby or thereby or the performance by the Borrower of its obligations hereunder or thereunder; (f) neither the execution or delivery by the Borrower of this Agreement or any of the other Bond Documents to which the Borrower is a party nor the consummation by the Borrower of any of the transactions contemplated hereby or thereby nor the performance by the Borrower of its obligations hereunder or thereunder, including, without limitation, the pledge of the Pledged Securities (as such term is defined in the Pledge Agreement) to RUS if required, conflicts with or will conflict with, violates or will violate, results in or will result in a breach of, constitutes or will constitute a default under, or results in or will result in the imposition of any lien or encumbrance pursuant to any term or provision of the articles of incorporation or the bylaws of the Borrower or any Subsidiary, threatened against provision of any existing law or any rule or regulation currently applicable to the Borrower or any Subsidiary which purport to affect the legalityjudgment, validity order or enforceability decree of this Agreement any court or any other Loan Document. (c) The executionregulatory body, delivery and performance of each Loan Document by the Borrower will not violate administrative agency or conflict with (i) the organizational documents of governmental authority having jurisdiction over the Borrower or the terms of any Subsidiarymortgage, as in effect on the Effective Date or (ii) any indenture, loan agreement contract or other similar agreement or instrument binding on to which the Borrower is a party or any Subsidiary. (d) The Borrower, its Subsidiaries and the XXX Entities are in compliance with all laws, rules, regulations, orders, decrees and requirements of any Governmental Authority applicable to them or their properties, except where the necessity of compliance therewith is being contested in good faith by appropriate proceedings or such failure to comply would not have or would not reasonably be expected to cause a Material Adverse Change. None of the Borrower, its Subsidiaries or the XXX Entities, nor, to the knowledge of which the Borrower or any of its Subsidiariesproperties is bound; (g) there is no action, suit, proceeding or investigation before or by any director, officer, agent, employee or Affiliate of the Borrower, is in violation of any applicable Anti-Corruption Law, including without limitation the FCPA, in any material respect. None of the Borrower, its Subsidiaries or the XXX Entities, nor, to the knowledge of the Borrower court or any of its Subsidiariesregulatory body, any director, officer, agent, employee administrative agency or Affiliate of the Borrower, is in violation of any of the country or list based economic and trade sanctions administered and enforced by OFAC. None of the Borrower, its Subsidiaries or the XXX Entities, nor, to the knowledge of the Borrower or any of its Subsidiaries, any director, officer, agent, employee or Affiliate of the Borrower, (i) is a Sanctioned Person or a Sanctioned Entity, (ii) has more than ten percent (10%) of its assets located in Sanctioned Entities, or (iii) derives more than 10% of its operating income from investments in, or transactions with, Sanctioned Persons or Sanctioned Entities. (e) On the Effective Date there are no actions, suits, proceedings or investigations governmental authority presently pending or, to the knowledge of the Borrower, threatened against with respect to the Borrower, this Agreement or any Subsidiary or XXX before any Governmental Authority as to which, in the opinion of the Borrower, there other Bond Documents to which the Borrower is a reasonable possibility party challenging the validity or enforceability of an adverse determination and thatthis Agreement or any of the other Bond Documents to which the Borrower is a party or seeking to restrain, enjoin or otherwise prevent the consummation by the Borrower of the transactions contemplated by this Agreement or any of the other Bond Documents to which the Borrower is a party or which, if adversely determined, could reasonably be expectedwould have a material adverse effect on the Borrower’s financial condition or its ability to perform its obligations under this Agreement or any of the other Bond Documents to which the Borrower is a party; (h) the Borrower is a lending institution organized as a member-owned, individually not-for-profit, cooperative association with the appropriate expertise, experience and qualifications to make loans for electrification or telephone purposes; (i) the total principal amount of the Guaranteed Bonds under the Program does not exceed the total principal amount of outstanding Loans, made for electrification and telephone purposes eligible under the RE Act, as of the Closing Date; and (j) no material adverse change has occurred in the aggregate, to constitute a Material Adverse Change. (f) The consolidated balance sheets financial condition of the Borrower (and its predecessor entity) and its consolidated Subsidiaries as between the date of December 31, 2015, the Application and the related consolidated statements of income, partners’ (or stockholders’) equity and cash flows for each of the years in the three-year period ended December 31, 2015, audited by KPMG LLP, present fairly, in all material respects, the consolidated financial position of the Borrower and its consolidated Subsidiaries as of Decemberdate this representation is given.

Representations of the Borrower. The Borrower represents and warrants to the Administrative Agent and the Lenders thatas follows: (a) Each of the The Borrower and each Subsidiary has been duly formed incorporated and is validly existing and in good standing under the laws of the jurisdiction State of its organization incorporation, and is qualified the Borrower has all requisite power and authority to do business as a foreign entity and is in good standing in each jurisdiction of the United States in which the ownership of conduct its business, to own or lease its properties or and to execute, deliver and perform its obligations under this Agreement and the conduct of its business requires such qualification and where the failure to so qualify would constitute a Material Adverse Change.Fee Letter; (b) Each Loan Document The execution, delivery and performance by the Borrower of this Agreement, the Fee Letter and of any Note has been duly authorizedauthorized by all necessary corporate action, and does not and will not violate any provision of any law or regulation or contractual restrictions binding on the Borrower and material to the Borrower and its subsidiaries, taken as a whole; (c) This Agreement and the Fee Letter constitute, and any Notes which are duly executed and delivered by the Borrower and such Loan Document constitutes a will constitute, legal, valid and binding agreement obligations of the Borrower, enforceable in accordance with its their respective terms, subject however to the effect of applicable bankruptcy, insolvency, fraudulent conveyance, reorganization and other similar laws affecting creditors’ rights generally and (i) general principles of equity (equity, regardless of whether considered in a proceeding in equity or law). There are at law and (ii) bankruptcy, insolvency, reorganization, moratorium and other similar laws affecting creditors’ rights, generally, heretofore or hereafter enacted; (d) As of the date hereof, no actionslitigation, suits investigation or proceedings proceeding of or before any arbitrator or Governmental Authority is pending or, to the knowledge of the Borrower or any SubsidiaryBorrower, threatened by or against the Borrower or against any Subsidiary which purport of its properties or revenues (i) with respect to affect the legality, validity or enforceability of this Agreement or any of the transactions contemplated hereby; and (ii) except as (x) disclosed in public filings (other Loan Document. (cthan generic cautionary statements regarding forward-looking information that do not identify a specific risk relevant to the Borrower) The execution, delivery and performance of each Loan Document by the Borrower will not violate or conflict with (i) the organizational documents of the Borrower or any Subsidiaryprior to the date hereof, as (y) set forth in effect on the Effective Date Schedule I hereto or (iiz) any indentureotherwise disclosed to the Bank prior to the date hereof, loan agreement or other similar agreement or instrument binding on the Borrower or any Subsidiary. (d) The Borrower, its Subsidiaries and the XXX Entities are in compliance with all laws, rules, regulations, orders, decrees and requirements of any Governmental Authority applicable to them or their properties, except where the necessity of compliance therewith is being contested in good faith by appropriate proceedings or such failure to comply would not have or would not that could reasonably be expected to cause have a Material Adverse Change. None Effect (as defined below); and (i) The consolidated balance sheet of the Borrower and its statements of income, stockholders’ equity and cash flows as of and for the fiscal year ending December 31, 2016, as filed with the Securities and Exchange Commission, present fairly, in all material respects, the financial position and results of operations and cash flows of the Borrower and its consolidated subsidiaries as of such date and for such periods in accordance with generally accepted accounting standards in the United States (“GAAP”); and (ii) except as (x) disclosed in public filings (other than generic cautionary statements regarding forward-looking information that do not identify a specific risk relevant to the Borrower) of the Borrower prior to the date hereof, (y) set forth in Schedule I hereto or (z) otherwise disclosed to the Bank prior to the date hereof, since such last fiscal year-end to the date hereof, no fact, event or circumstance has occurred that has had or could reasonably be expected to have a Material Adverse Effect (defined below) with respect to the Borrower and its subsidiaries taken as a whole. (f) The Borrower maintains in effect policies and procedures designed to ensure compliance by the Borrower, its Subsidiaries or the XXX Entitiessubsidiaries and their respective directors, norofficers, employees and agents with Anti-Corruption Laws and applicable Sanctions. The Borrower and its subsidiaries and, to the knowledge of the Borrower or any of its Subsidiaries, any director, officer, agent, employee or Affiliate of the Borrower, is their respective directors, officers, employees and agents, are in violation of any applicable compliance with Anti-Corruption LawLaws and applicable Sanctions in all material respects, including without limitation the FCPAand no action, in suit or proceeding by or before any material respect. None of the Borrower, its Subsidiaries or the XXX Entities, nor, to the knowledge of Governmental Authority involving the Borrower or any of its Subsidiaries, any director, officer, agent, employee subsidiaries with respect to Anti-Corruption Laws or Affiliate of the Borrower, Sanctions is in violation of any of the country or list based economic and trade sanctions administered and enforced by OFAC. None of the Borrower, its Subsidiaries or the XXX Entities, nor, to the knowledge of the Borrower or any of its Subsidiaries, any director, officer, agent, employee or Affiliate of the Borrower, (i) is a Sanctioned Person or a Sanctioned Entity, (ii) has more than ten percent (10%) of its assets located in Sanctioned Entities, or (iii) derives more than 10% of its operating income from investments in, or transactions with, Sanctioned Persons or Sanctioned Entities. (e) On the Effective Date there are no actions, suits, proceedings or investigations pending or, to the knowledge of the Borrower, threatened against threatened. None of the Borrower or any subsidiary nor, to the knowledge of the Borrower or such subsidiary, any of their respective directors, officers or employees or any of their respective agents that will act in any capacity in connection with or benefit from the credit facility established hereby, is a Sanctioned Person. (g) The Borrower shall use the proceeds of the Loans hereunder for its general corporate purposes. No part of the proceeds of the Loans or the transactions contemplated hereby will be used by the Borrower (i) in violation of Anti-Corruption Laws or applicable Sanctions or (ii) whether directly or indirectly, and whether immediately, incidentally or ultimately, to purchase, acquire or carry any margin stock or for any purpose that entails a violation of any of the regulations of the Board of Governors of the Federal Reserve System, including Regulations T, U and X. (h) The Borrower maintains in effect policies and procedures designed to ensure compliance by the Borrower, any Subsidiary or XXX before any Governmental Authority as to whichits subsidiaries and their respective directors, in officers, employees and agents with the opinion of the Borrower, there is a reasonable possibility of an adverse determination and that, if adversely determined, could reasonably be expected, individually or in the aggregate, to constitute a Material Adverse Change. (f) Anti-Money Laundering Laws. The consolidated balance sheets of the Borrower (and its predecessor entity) and its consolidated Subsidiaries as of December 31, 2015, and the related consolidated statements of income, partners’ (or stockholders’) equity and cash flows for each of the years in the three-year period ended December 31, 2015, audited by KPMG LLP, present fairly, in all material respects, the consolidated financial position operations of the Borrower and its consolidated Subsidiaries as subsidiaries are in compliance in all material respects with the Bank Secrecy Act and implementing regulations and the applicable anti-money laundering statutes of Decemberjurisdictions where the Borrower and its subsidiaries conduct business, and the rules and regulations thereunder (collectively, the “Anti‑Money Laundering Laws”), and no action, suit or proceeding by or before any Governmental Authority involving the Borrower or any of its subsidiaries with respect to the Anti-Money Laundering Laws is pending or, to the knowledge of the Borrower, threatened. (i) The Borrower is not an EEA Financial Institution. As used herein:

Representations of the Borrower. The Borrower represents and warrants to makes the Administrative Agent and following representations as the Lenders thatbasis for its undertakings herein contained: (a) Each of the The Borrower and each Subsidiary has been is a corporation, duly formed and is organized, validly existing and in good standing under the laws of the jurisdiction of its organization State and is duly qualified to do transact business as a foreign entity and is in good standing in each jurisdiction of the United States in which the ownership of its properties or the conduct of its business requires such qualification and where the failure to so qualify would constitute a Material Adverse ChangeState. (b) Each Loan Document has been duly authorized, executed and delivered by the Borrower and such Loan Document constitutes a valid and binding agreement of the Borrower, enforceable in accordance with its terms, subject to the effect of applicable bankruptcy, insolvency, fraudulent conveyance, reorganization and other similar laws affecting creditors’ rights generally and general principles of equity (whether considered in a proceeding in equity or law). There are no actions, suits or proceedings pending or, to the knowledge of the Borrower or any Subsidiary, threatened against the Borrower or any Subsidiary which purport to affect the legality, validity or enforceability of this Agreement or any other Loan Document. (c) The execution, delivery and performance of each Loan Document by the Borrower will not violate of this Agreement, the Credit Agreement, the Remarketing Agreement, the Tax Regulatory Agreement and all other documents contemplated hereby to be executed by the Borrower are within the Borrower's power and have been duly authorized by all necessary corporate action, and neither the execution and delivery of this Agreement, the Credit Agreement, the Remarketing Agreement or conflict the Tax Regulatory Agreement or the consummation of the transactions contemplated hereby and thereby, nor the fulfillment of or compliance with the terms and conditions hereof and thereof, conflicts with or results in a breach of any of the material terms, conditions or provisions of any of the Borrower's Organization Documents, or of any law, statute, rule, regulation, order, judgment, award, injunction, or decree or of any material agreement or instrument to which the Borrower is now a party or by which it is bound or affected, or constitutes a default (ior would constitute a default with due notice or the passage of time or both) under any of the organizational documents foregoing, or results in or requires the creation or imposition of any prohibited lien, charge or encumbrance whatsoever upon any of the property or assets of the Borrower under the terms of any instrument or any Subsidiaryagreement to which the Borrower is now a party or by which it is bound, except as in would not have a material adverse effect on the Effective Date or operations of the Borrower, taken as a whole. (iic) any indentureThe estimated Costs of the Project to be paid with the proceeds of the Bonds are as set forth in the Tax Regulatory Agreement and have been determined in accordance with commercially reasonable engineering, loan agreement or other similar agreement or instrument binding on construction, and accounting principles. All the Borrower or any Subsidiaryinformation and representations in the Tax Regulatory Agreement are true and correct in all material respects as of the date thereof. (d) The Borrower, its Subsidiaries Project consists and will consist of those facilities and equipment described in Exhibit A and the XXX Entities are in compliance with all laws, rules, regulations, orders, decrees and requirements Borrower shall not make any changes to the Project or to the operation thereof which would affect the qualification of any Governmental Authority applicable to them or their properties, except where the necessity of compliance therewith is being contested in good faith by appropriate proceedings or such failure to comply would not have Project under the Act or would cause interest on the Bonds not reasonably to be expected Tax-exempt. The Borrower intends to own and operate the Project. The Borrower covenants and agrees to operate or cause a Material Adverse Change. None the operation of the BorrowerProject as a facility described by the Act until the principal of, its Subsidiaries or the XXX Entitiespremium, norif any, to and the knowledge of interest on the Borrower or any of its Subsidiaries, any director, officer, agent, employee or Affiliate of the Borrower, is in violation of any applicable Anti-Corruption Law, including without limitation the FCPA, in any material respect. None of the Borrower, its Subsidiaries or the XXX Entities, nor, to the knowledge of the Borrower or any of its Subsidiaries, any director, officer, agent, employee or Affiliate of the Borrower, is in violation of any of the country or list based economic and trade sanctions administered and enforced by OFAC. None of the Borrower, its Subsidiaries or the XXX Entities, nor, to the knowledge of the Borrower or any of its Subsidiaries, any director, officer, agent, employee or Affiliate of the Borrower, (i) is a Sanctioned Person or a Sanctioned Entity, (ii) has more than ten percent (10%) of its assets located in Sanctioned Entities, or (iii) derives more than 10% of its operating income from investments in, or transactions with, Sanctioned Persons or Sanctioned EntitiesBonds shall have been paid. (e) On The Borrower has and will have title to the Effective Date there Project sufficient to carry out the purposes of this Agreement. (f) At the time of submission of an application to the Issuer for financial assistance in connection with the Project and on the dates on which action was taken on such application, permanent financing for the Project had not otherwise been obtained or arranged. (g) To the knowledge of the Borrower, no member, officer or other official of the Issuer has any financial interest whatsoever in the Borrower or in the transactions contemplated by this Agreement. (h) All certificates, approvals, permits and authorizations with respect to the Construction of the Project of the State, the City of Santa Ana, California, the federal government and other applicable local governmental agencies have been obtained, or if not yet obtained, are reasonably expected to be obtained in due course. The Project will be consistent with any existing local or regional comprehensive plan. (i) No event has occurred and no actionscondition exists which would constitute a Loan Default Event or which, suitswith the passing of time or with the giving of notice or both, proceedings would constitute a Loan Default Event. (j) There is no litigation or investigations proceeding pending or, to the knowledge of the Borrower, threatened against the BorrowerBorrower which could materially and adversely affect the validity of this Agreement, any Subsidiary the Credit Agreement, the Remarketing Agreement or XXX before any Governmental Authority as to which, in the opinion Tax Regulatory Agreement or the ability of the BorrowerBorrower to comply with the terms of its obligations under this Agreement, there is a reasonable possibility of an adverse determination and thatthe Credit Agreement, if adversely determined, could reasonably be expected, individually the Remarketing Agreement or in the aggregate, to constitute a Material Adverse ChangeTax Regulatory Agreement. (fk) The consolidated balance sheets No consent, authorization or approval, except such consents, authorizations or approvals as have been obtained prior to the execution and delivery of this Agreement, from any governmental, public or quasi-public body or authority of the Borrower (and its predecessor entity) and its consolidated Subsidiaries as of December 31, 2015, and the related consolidated statements of income, partners’ (United States or stockholders’) equity and cash flows for each of the years in State or any department or subdivision thereof, is necessary for the three-year period ended December 31, 2015, audited due execution and delivery by KPMG LLP, present fairly, in all material respects, the consolidated financial position of the Borrower and its consolidated Subsidiaries as of Decemberthis Agreement.

Representations of the Borrower. The Borrower represents and warrants to the Administrative Agent and the Lenders that: (a) Each of the Borrower It is a corporation duly organized and each Subsidiary has been duly formed and is validly existing and existing, in good standing under the laws of the jurisdiction State of Delaware and has the requisite power and authority (i) to carry on its organization and is qualified to do business as presently conducted, (ii) to enter into and perform its obligations under each Loan Document to which it is a foreign entity party, and is in good standing in each jurisdiction (iii) to borrow moneys and guarantee the debts of the United States in which the ownership of its properties or the conduct of its business requires such qualification and where the failure to so qualify would constitute a Material Adverse Changeothers. (b) Each Loan Document has been duly authorized, executed and delivered by the Borrower and such Loan Document constitutes a valid and binding agreement of the Borrower, enforceable in accordance with its terms, subject to the effect of applicable bankruptcy, insolvency, fraudulent conveyance, reorganization and other similar laws affecting creditors’ rights generally and general principles of equity (whether considered in a proceeding in equity or law). There are no actions, suits or proceedings pending or, to the knowledge of the Borrower or any Subsidiary, threatened against the Borrower or any Subsidiary which purport to affect the legality, validity or enforceability of this Agreement or any other Loan Document. (c) The execution, delivery and performance by it of each Loan Document to which it is a party, and any other instrument or agreement provided for by this Agreement, have been duly authorized by all necessary corporate action, do not require stockholder approval other than such as has been duly obtained or given, do not or will not contravene any of the Borrower terms of its certificate of incorporation or bylaws, and will not violate any provision of law or conflict of any order of any court or governmental agency if such violation would result in a Material Adverse Effect, or constitute (with or without notice or lapse of time or both) a default under, or result (iexcept as contemplated by this Agreement) in the organizational documents creation of any security interest, lien, charge or encumbrance upon any of its properties or assets pursuant to, any agreement, indenture or other instrument to which it is a party or by which it may be bound; this Agreement and each Loan Document to which it is a party has been duly executed and delivered by such Borrower and constitutes its legal, valid and binding agreement or instrument, enforceable in accordance with the respective terms thereof. (c) Other than as set forth on Schedule 3.1(c) hereto, there are no suits or proceedings pending or to its knowledge threatened against or affecting the Borrower or any Subsidiary, as in effect on the Effective Date or (ii) any indenture, loan agreement or other similar agreement or instrument binding on the Borrower or any SubsidiaryGuarantors which if adversely determined would have a Material Adverse Effect. (d) The principal place of business of the Borrower and the Guarantors and the place where all records relating to the transactions contemplated hereby, including records relating to the operations of the Vessels are kept is 2500 XxxxXxxx Xxxx., Xxxxx 0000, Xxxxxxx, Xxxxx 00000. (e) Other than such as have been obtained, no license, consent, approval of or filing or registration with any Governmental Agency or other regulatory authority is required for the execution, delivery and performance of this Agreement or any Loan Document or any instrument contemplated herein or therein. The Borrower and the Guarantors are the holders of all certificates and authorizations of governmental authorities required by law to enable them to engage in the business transacted by them. (f) No part of the proceeds of the Loan will be used for any purpose that violates the provisions of any of Regulation T, U or X of the Board of Governors of the Federal Reserve System or any other regulation of such Board of Governors. The Borrower is not engaged in the business of extending credit to others for the purpose of purchasing or carrying margin stock within the meaning of Regulations T, U and X of the Board of Governors of the Federal Reserve System. If requested by the Agent, the Borrower will furnish to the Lenders in connection with the Loan hereunder a statement in conformity with the requirements of Federal Reserve Form U1 referred to in said Regulation U. Borrower is not an “investment company” or a company “controlled” by an “investment company” (as each of such terms is defined or used in the Investment Company Act of 1940, as amended). No proceeds of the Loan will be used to acquire any security in any transaction which is subject to Sections 13 and 14 of the Securities Exchange Act of 1934, as amended. (g) Neither the Borrower, the Parent Guarantor nor Horizon Offshore Contractors, Inc. has any Subsidiaries except as set forth on the organizational charts set forth on Schedules 3.1(g)-A through C attached hereto and made a part hereof. (h) Each of the Borrower and each of the Guarantors has filed or caused to be filed all tax returns required by the United States of America, the state of its Subsidiaries principal place of business and the XXX Entities states where its business or operations require such filings which are in compliance with required to be filed and has paid or caused to be paid all laws, rules, regulations, orders, decrees taxes as shown on such returns or on any assessment received by it to the extent that such taxes have become due and requirements of any Governmental Authority applicable except as to them or their properties, except where the necessity of compliance therewith is such taxes being contested in good faith by appropriate proceedings or such failure for which adequate reserves are being maintained. Each of the Borrower and the Guarantors has established reserves to comply the extent believed by it to be adequate for the payment of additional taxes for years which have not been audited by the respective tax authorities. (i) The Parent Guarantor is the sole shareholder of the Borrower. (i) Each of the Borrower and the Guarantors has duly complied with, and the Vessels and their other properties and operations are in compliance with, the provisions of all applicable environmental, health and safety laws, codes and ordinances and all rules and regulations promulgated thereunder of all Governmental Agencies, the non-compliance with which would not have or would not reasonably be expected to cause a Material Adverse Change. None Effect. (ii) As of the Borrowerdate of this Agreement, its Subsidiaries or the XXX Entities, nor, to the knowledge of neither the Borrower or nor the Guarantors has received notice from any Governmental Agency, and has no knowledge, of its Subsidiaries, any director, officer, agent, employee or Affiliate of the Borrower, is in fact(s) which constitute a violation of any applicable Anti-Corruption Lawenvironmental, including without limitation health or safety laws, codes or ordinances, and any rules or regulations promulgated thereunder of all Governmental Agencies, which relate to the FCPA, in any material respect. None use or ownership of the Borrower, its Subsidiaries Vessels or the XXX Entities, nor, to the knowledge of properties owned or operated by the Borrower or any of its Subsidiaries, any director, officer, agent, employee or Affiliate of the Borrower, is in violation of any of the country or list based economic and trade sanctions administered and enforced by OFAC. None of the Borrower, its Subsidiaries or the XXX Entities, nor, to the knowledge of the Borrower or any of its Subsidiaries, any director, officer, agent, employee or Affiliate of the Borrower, (i) is a Sanctioned Person or a Sanctioned Entity, (ii) has more than ten percent (10%) of its assets located in Sanctioned Entities, or Guarantors. (iii) derives more than 10% of its operating income from investments in, or transactions with, Sanctioned Persons or Sanctioned Entities. (e) On the Effective Date there are no actions, suits, proceedings or investigations pending or, to the knowledge of the Borrower, threatened against the Borrower, any Subsidiary or XXX before any Governmental Authority as to which, in the opinion of the Borrower, there is a reasonable possibility of an adverse determination and that, if adversely determined, could reasonably be expected, individually or in the aggregate, to constitute a Material Adverse Change. (f) The consolidated balance sheets of the Borrower (and its predecessor entity) and its consolidated Subsidiaries as of December 31, 2015, and the related consolidated statements of income, partners’ (or stockholders’) equity and cash flows for each of the years in the three-year period ended December 31, 2015, audited by KPMG LLP, present fairly, in all material respects, the consolidated financial position Each of the Borrower and its consolidated Subsidiaries the Guarantors has been issued all required permits, licenses, certificates and approvals of all Governmental Agencies relating to (a) air emissions, (b) discharges to surface water or ground water, (c) noise emissions, (d) solid or liquid waste disposal, (e) the use, generation, storage, transportation, treatment, recycling or disposal of Hazardous Substances or (f) other environmental, health or safety matters which are material and necessary for the ownership or operation of the Vessels or other properties owned or operated by the Borrower or the Guarantors and such permits, licenses, certificates and approvals are in full force and effect on the date of this Agreement, except for such permits, licenses, certificates and approvals as to which the failure to have issued or to have in effect would not result in a Material Adverse Effect. (iv) Except in accordance with a valid governmental permit, license, certificate or approval, there has been no spill or unauthorized discharge or release of Decemberany material amount of Hazardous Substances to the environment at, from, or as a result of any operations on the Vessels or other properties and operations owned or operated by Borrower or the Guarantors, whether or not required to be reported to any Governmental Agency by Borrower or a Guarantor. (v) There has been no material complaint, compliance order, compliance schedule, notice letter, notice of citation or other similar notice from any applicable environmental agency delivered to Borrower or the Guarantors which concerns the operations of the Vessels or other properties owned or operated by Borrower or the Guarantors and which would result in a Material Adverse Effect. (k) All representations and warranties made by the Borrower herein or by Borrower or the Guarantors pursuant to any Loan Document or made in any certificate or written statement delivered pursuant hereto or thereto (i) do not contain any untrue statement of or omit to state a material fact necessary to make the statements contained herein or therein not misleading and (ii) shall survive the making of the Loan hereunder and the execution and delivery to the Agent of the Note and any other Loan Document. (l) As of the date of this Agreement, no Vessel is subject to any bareboat charter with any Person other than a Subsidiary of Parent Guarantor.

Representations of the Borrower. The Borrower represents and warrants to the Administrative Agent and the Lenders that: (a) Each of the The Borrower and each Subsidiary has been duly formed and is validly existing and in good standing under the laws of the jurisdiction of its organization and (ii) the Borrower and each Subsidiary is qualified to do business as a foreign entity and is in good standing in each jurisdiction of the United States in which the ownership of its properties or the conduct of its business requires such qualification and where the failure to so qualify would constitute a Material Adverse Change. (b) Each This Agreement, the Transactions and all other Loan Document has Documents to which the Borrower or any Subsidiary is a party have been duly authorized, executed and delivered by the Borrower or such Subsidiary, and such each of this Agreement, its Notes and the other Loan Document Documents to which it is a party constitutes a valid and binding agreement of the Borrower, enforceable in accordance with its respective terms, subject to the effect of applicable bankruptcy, insolvency, fraudulent conveyance, reorganization and other insolvency or similar laws affecting creditors’ rights generally and equitable principals of general applicability. The Borrower’s Notes have been duly authorized by the Borrower and, when executed, issued and delivered pursuant hereto for value received, will constitute valid and binding obligations of the Borrower, enforceable in accordance with their terms, except as (i) may be limited by bankruptcy, insolvency or similar laws affecting creditors’ rights generally, and (ii) rights of acceleration and the availability of equitable remedies may be limited by equitable principles of equity (whether considered in a proceeding in equity or law)general applicability. There are no actions, suits or proceedings pending or, to the knowledge of the Borrower or any Subsidiary, threatened against the Borrower or any Subsidiary which purport purports to affect the legality, validity or enforceability of this Agreement or Agreement, any other Loan DocumentDocument or any of their respective Notes. (c) The execution, delivery and performance of each Loan Document by the Borrower and its Subsidiaries will not violate or conflict with (i) the organizational documents of the Borrower or any Subsidiary, as in effect on the Effective Date Date, or (ii) any indenture, loan agreement or other similar agreement or instrument binding on the Borrower or any Subsidiary. (d) The Borrower, Borrower and its Subsidiaries and the XXX Entities are in compliance with all laws, rules, regulations, orders, decrees and requirements of any Governmental Authority applicable to them or their properties, except where the necessity of compliance therewith is being contested in good faith by appropriate proceedings or such failure to comply would not have or would not reasonably be expected to cause a Material Adverse Change. None of the Borrower, its Subsidiaries or the XXX Entities, nor, to the knowledge of the Borrower or any of its Subsidiaries, any director, officer, agent, employee or Affiliate of the Borrower, is in violation of any applicable Anti-Corruption Law, including without limitation the FCPA, in any material respect. None of the Borrower, its Subsidiaries or the XXX Entities, nor, to the knowledge of the Borrower or any of its Subsidiaries, any director, officer, agent, employee or Affiliate of the Borrower, is in violation of any of the country or list based economic and trade sanctions administered and enforced by OFAC. None of the Borrower, its Subsidiaries or the XXX Entities, nor, to the knowledge of the Borrower or any of its Subsidiaries, any director, officer, agent, employee or Affiliate of the Borrower, (i) is a Sanctioned Person or a Sanctioned Entity, (ii) has more than ten percent (10%) of its assets located in Sanctioned Entities, or (iii) derives more than 10% of its operating income from investments in, or transactions with, Sanctioned Persons or Sanctioned Entities. (e) On the Effective Date there are no actions, suits, proceedings or investigations pending or, to the knowledge of the Borrower, threatened against the Borrower, Borrower or any Subsidiary or XXX before any Governmental Authority as to which, in the opinion of the Borrower, there is a reasonable possibility of an adverse determination and that, if adversely determined, could reasonably be expected, individually or in the aggregate, to constitute a Material Adverse Change. (f) The consolidated balance sheets of the Borrower (and its predecessor entity) and its consolidated Subsidiaries as of December 31, 20152008 and 2009, and the related consolidated statements of income, partners’ (or stockholders’) equity and cash flows for each of the years in the three-year period ended December 31, 20152009, audited by KPMG LLP, present fairly, in all material respects, the consolidated financial position of the Borrower and its consolidated Subsidiaries as of DecemberDecember 31, 2008 and 2009, and the results of their operations and their cash flows for each of the years in the three-year period ended December 31, 2009, in conformity with GAAP applied on a consistent basis. (g) There has been no Material Adverse Change. (h) Neither the Borrower nor any Subsidiary is an “investment company” as defined in, or subject to regulation under, the Investment Company Act of 1940. (i) No ERISA Event has occurred or is reasonably expected to occur that, when taken together with all other such ERISA Events for which liability is reasonably expected to occur, could reasonably be expected to result in a Material Adverse Change. The present value of all accumulated benefit obligations of all underfunded Plans (based on the assumptions used for purposes of Statement of Financial Accounting Standards No. 87) did not, as of the date of the most recent financial statements reflecting such amounts, exceed the fair market value of the assets of all such underfunded Plans by an amount that could reasonably be expected to be a Material Adverse Change. (j) Neither the Information Memorandum nor any of the other reports, financial statements, certificates or other information furnished by or on behalf of the Borrower to the Agents or any Lender in connection with the negotiation of this Agreement or delivered hereunder (as modified or supplemented by other information so furnished), taken as a whole, contains any material misstatement of fact or omits to state any material fact necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading; provided that, with respect to projected financial information, the Borrower represents only that such information was prepared in good faith based upon assumptions believed to be reasonable at the time, it being understood that projections by their nature are inherently uncertain and no assurances are being given that the results reflected in the projected financial information will be achieved. (k) The Borrower’s Subsidiaries as of the Effective Date are listed on Schedule II. (l) The General Partner has filed all United States Federal income tax returns and all other material tax returns and reports required to be filed (or obtained extensions with respect thereto) and has paid all taxes required to have been paid by it, except (i) taxes the validity of which is being contested in good faith by appropriate proceedings, and with respect to which the General Partner, to the extent required by GAAP, has set aside on its books adequate reserves or (ii) to the extent the failure to do so (individually or collectively) would not reasonably be expected to result in a Material Adverse Change. (m) Each of the real properties owned or leased by the Borrower or any of its Subsidiaries and all their operations at such properties are in compliance with all applicable Environmental Laws and neither the Borrower nor any of its Subsidiaries has received any notice regarding violation of any Environmental Law with respect to the properties or the businesses operated by the Borrower or any of its Subsidiaries, except as would not reasonably be expected to result in a Material Adverse Change. (n) No Event of Default has occurred and is continuing. (o) The Borrower and its Subsidiaries are not engaged principally, or as one of its or their important activities, in the business of extending credit for the purpose, whether immediate, incidental or ultimate, of buying or carrying margin stock (within the meaning of the Margin Regulations). (p) The Borrower and each of its Subsidiaries is and, after the consummation of the transactions contemplated by this Agreement, will be “solvent” within the meaning of such term under the United States Bankruptcy Code.

Representations of the Borrower. The Borrower hereby represents to RUS that on the date hereof, the Closing Date, and warrants to the Administrative Agent and the Lenders that:each Requested Advance Date (a) Each of the Borrower and each Subsidiary has been duly formed organized and is validly existing and in good standing as a cooperative association under the laws of the jurisdiction District of its organization and is qualified to do business as a foreign entity and is in good standing in each jurisdiction of the United States in which the ownership of its properties or the conduct of its business requires such qualification and where the failure to so qualify would constitute a Material Adverse Change.Columbia; (b) Each Loan Document the Borrower has the corporate power and authority to execute and deliver this Agreement and each of the other Bond Documents to which the Borrower is a party, to consummate the transactions contemplated hereby and thereby and to perform its obligations hereunder and thereunder; (c) the Borrower has taken all necessary corporate action to authorize the execution and delivery of this Agreement and each of the other Bond Documents to which the Borrower is a party, the consummation by the Borrower of the transactions contemplated hereby and thereby and the performance by the Borrower of its obligations hereunder and thereunder; (d) this Agreement and each of the other Bond Documents to which the Borrower is a party have been duly authorized, executed and delivered by the Borrower and such Loan Document constitutes a constitute the legal, valid and binding agreement obligations of the Borrower, enforceable against the Borrower in accordance with its their respective terms, subject to the effect of to: (i) applicable bankruptcy, reorganization, insolvency, fraudulent conveyance, reorganization moratorium and other similar laws of general applicability relating to or affecting creditors’ rights generally generally; and (ii) the application of general principles of equity (regardless of whether such enforceability is considered in a proceeding in equity or at law). There are no actions, suits or proceedings pending or, to the knowledge of the Borrower or any Subsidiary, threatened against the Borrower or any Subsidiary which purport to affect the legality, validity or enforceability of this Agreement or any other Loan Document. (c) The execution, delivery and performance of each Loan Document by the Borrower will not violate or conflict with (i) the organizational documents of the Borrower or any Subsidiary, as in effect on the Effective Date or (ii) any indenture, loan agreement or other similar agreement or instrument binding on the Borrower or any Subsidiary. (d) The Borrower, its Subsidiaries and the XXX Entities are in compliance with all laws, rules, regulations, orders, decrees and requirements of any Governmental Authority applicable to them or their properties, except where the necessity of compliance therewith is being contested in good faith by appropriate proceedings or such failure to comply would not have or would not reasonably be expected to cause a Material Adverse Change. None of the Borrower, its Subsidiaries or the XXX Entities, nor, to the knowledge of the Borrower or any of its Subsidiaries, any director, officer, agent, employee or Affiliate of the Borrower, is in violation of any applicable Anti-Corruption Law, including without limitation the FCPA, in any material respect. None of the Borrower, its Subsidiaries or the XXX Entities, nor, to the knowledge of the Borrower or any of its Subsidiaries, any director, officer, agent, employee or Affiliate of the Borrower, is in violation of any of the country or list based economic and trade sanctions administered and enforced by OFAC. None of the Borrower, its Subsidiaries or the XXX Entities, nor, to the knowledge of the Borrower or any of its Subsidiaries, any director, officer, agent, employee or Affiliate of the Borrower, (i) is a Sanctioned Person or a Sanctioned Entity, (ii) has more than ten percent (10%) of its assets located in Sanctioned Entities, or (iii) derives more than 10% of its operating income from investments in, or transactions with, Sanctioned Persons or Sanctioned Entities.; (e) On the Effective Date there are no actionsapproval, suitsconsent, proceedings authorization, order, waiver, exemption, variance, registration, filing, notification, qualification, license, permit or investigations pending orother action is now, to the knowledge of the Borrower, threatened against the Borrower, any Subsidiary or XXX before any Governmental Authority as to which, under existing law in the opinion of future will be, required to be obtained, given, made or taken, as the Borrowercase may be, there is a reasonable possibility of an adverse determination and thatwith, if adversely determinedfrom or by any regulatory body, could reasonably be expected, individually administrative agency or in the aggregate, to constitute a Material Adverse Change. (f) The consolidated balance sheets of the Borrower (and its predecessor entity) and its consolidated Subsidiaries as of December 31, 2015, and the related consolidated statements of income, partners’ (or stockholders’) equity and cash flows for each of the years in the three-year period ended December 31, 2015, audited by KPMG LLP, present fairly, in all material respects, the consolidated financial position of the Borrower and its consolidated Subsidiaries as of Decembergovernmental authority having jurisdiction over the

Representations of the Borrower. The Borrower represents and warrants to the Administrative Agent and the Lenders that: (a) Each of the The Borrower is a corporation, duly organized and each Subsidiary has been duly formed and is validly existing and existing, in good standing under the laws of the jurisdiction State of Delaware and has the requisite power and authority (i) to carry on its organization and is qualified to do business as presently conducted, (ii) to enter into and perform its obligations under each Loan Document to which it is a foreign entity party, (iii) to borrow moneys, and is (iv) to grant a security interest on the Rigs and give the security provided in good standing in each jurisdiction of the United States in which the ownership of its properties or the conduct of its business requires such qualification and where the failure to so qualify would constitute a Material Adverse ChangeSecurity Agreement. (b) Each The execution, delivery and performance by the Borrower of each Loan Document Document, and any other instrument or agreement provided for by this Agreement, have been duly authorized by all necessary corporate action, do not require stockholder approval other than such as has been duly authorizedobtained or given, do not or will not contravene any of the terms of its articles of incorporation or by-laws, and will not violate any provision of law or of any order of any court or governmental agency or constitute (with or without notice or lapse of time or both) a default under, or result (except as contemplated by this Agreement) in the creation of any security interest, lien, charge or encumbrance upon any of its properties or assets pursuant to, any agreement, indenture or other instrument to which it is a party or by which it may be bound; this Agreement and each Loan Document to which it is a party has been duly executed and delivered by the Borrower and such Loan Document constitutes a its legal, valid and binding agreement of the Borroweror instrument, enforceable in accordance with its terms, subject to the effect of applicable bankruptcy, insolvency, fraudulent conveyance, reorganization and other similar laws affecting creditors’ rights generally and general principles of equity (whether considered in a proceeding in equity or law). There are no actions, suits or proceedings pending or, to the knowledge of the Borrower or any Subsidiary, threatened against the Borrower or any Subsidiary which purport to affect the legality, validity or enforceability of this Agreement or any other Loan Documentrespective terms thereof. (c) There are no suits or proceedings pending or to its knowledge threatened against or affecting the Borrower which if adversely determined would have a material adverse effect upon its financial condition, operations or business taken as a whole. (d) The registered place of business of the Borrower is 4510 Xxxxxx Xxxxxxx, Xxxxxx, Xxxxx 00000. Xxe principal place of business of the Borrower and the place where all records relating to the transactions contemplated hereby, including records relating to the operations of the Rigs are kept is 4510 Xxxxxx Xxxxxxx, Xxxxxx, Xxxxx 00000. (e) Other than such as have been obtained, no license, consent, approval of or filing or registration with any Governmental Agency or other regulatory authority is required for the execution, delivery and performance of each this Agreement or any Loan Document by the Borrower will not violate or conflict with (i) the organizational documents of the Borrower or any Subsidiary, as in effect on instrument contemplated herein or therein. The Borrower is the Effective Date or (ii) any indenture, loan agreement or other similar agreement or instrument binding on the Borrower or any Subsidiary. (d) The Borrower, its Subsidiaries holder of all certificates and the XXX Entities are in compliance with all laws, rules, regulations, orders, decrees and requirements authorizations of any Governmental Authority applicable governmental authorities required by law to them or their properties, except where the necessity of compliance therewith is being contested in good faith by appropriate proceedings or such failure enable it to comply would not have or would not reasonably be expected to cause a Material Adverse Change. None of the Borrower, its Subsidiaries or the XXX Entities, nor, to the knowledge of the Borrower or any of its Subsidiaries, any director, officer, agent, employee or Affiliate of the Borrower, is in violation of any applicable Anti-Corruption Law, including without limitation the FCPA, in any material respect. None of the Borrower, its Subsidiaries or the XXX Entities, nor, to the knowledge of the Borrower or any of its Subsidiaries, any director, officer, agent, employee or Affiliate of the Borrower, is in violation of any of the country or list based economic and trade sanctions administered and enforced by OFAC. None of the Borrower, its Subsidiaries or the XXX Entities, nor, to the knowledge of the Borrower or any of its Subsidiaries, any director, officer, agent, employee or Affiliate of the Borrower, (i) is a Sanctioned Person or a Sanctioned Entity, (ii) has more than ten percent (10%) of its assets located in Sanctioned Entities, or (iii) derives more than 10% of its operating income from investments in, or transactions with, Sanctioned Persons or Sanctioned Entities. (e) On the Effective Date there are no actions, suits, proceedings or investigations pending or, to the knowledge of the Borrower, threatened against the Borrower, any Subsidiary or XXX before any Governmental Authority as to which, engage in the opinion of the Borrower, there is a reasonable possibility of an adverse determination and that, if adversely determined, could reasonably be expected, individually or in the aggregate, to constitute a Material Adverse Changebusiness transacted by it. (f) The consolidated balance sheets No part of the Borrower (and its predecessor entity) and its consolidated Subsidiaries as of December 31, 2015, and the related consolidated statements of income, partners’ (or stockholders’) equity and cash flows for each proceeds of the years in Loan will be used for any purpose that violates the three-year period ended December 31provisions of any of Regulation G, 2015T, audited by KPMG LLP, present fairly, in all material respects, the consolidated financial position U or X of the Board of Governors of the Federal Reserve System or any other regulation of such Board of Governors. The Borrower and its consolidated Subsidiaries as of Decemberis not engaged in the

Representations of the Borrower. The Borrower represents and warrants to the Administrative Agent and the Lenders that: (a) Each the representations and warranties set forth in Article 3 of the Credit Agreement and each other Loan Document shall be true and correct in all material respects, in each case, on and as of the date hereof and on and as of the Amendment Effective Date, with the same effect as though made on and as of such date, except to the extent such representations and warranties expressly relate to an earlier date (in which case such representations and warranties shall be true and correct in all material respects as of such earlier date); (b) on and as of the date hereof and immediately after giving effect to this Amendment and the transactions contemplated hereby, no Default shall have occurred and be continuing; (c) on and as of the date hereof, (i) it and each Guarantor has the power and authority to execute and deliver this Amendment and perform its obligations under the Amended Credit Agreement and each other Loan Document, (ii) all corporate, partnership or limited liability and, if required, stockholder action required to be taken for the due and proper authorization, execution and delivery of this Amendment and the performance of the obligations under the Amended Credit Agreement and each other Loan Document has been duly and validly taken, and (iii) this Amendment has been duly executed and delivered by it and each Guarantor, (d) no action, consent or approval of, registration or filing with or any other action by any Governmental Authority is or will be required in connection the execution and delivery of this Amendment by it and each Guarantor, except for such actions, consents, registrations or other actions the failure of which to take or obtain could not reasonably be expected to have a Material Adverse Effect; and (e) on and as of the Amendment Effective Date, this Amendment, the Credit Agreement and each other Loan Document will constitute a legal, valid and binding obligation of the Borrower and each Subsidiary has been duly formed and is validly existing and in good standing under the laws of the jurisdiction of its organization and is qualified to do business as a foreign entity and is in good standing in each jurisdiction of the United States in which the ownership of its properties or the conduct of its business requires such qualification and where the failure to so qualify would constitute a Material Adverse Change. (b) Each Loan Document has been duly authorizedGuarantor, executed and delivered by enforceable against the Borrower and such Loan Document constitutes a valid and binding agreement of the Borrower, enforceable each Guarantor in accordance with its terms, subject to the effect of applicable bankruptcy, insolvency, fraudulent conveyancereorganization, reorganization and moratorium or other similar laws affecting creditors’ rights generally and subject to general principles of equity (equity, regardless of whether considered in a proceeding in equity or at law). There are no actions, suits or proceedings pending or, to the knowledge of the Borrower or any Subsidiary, threatened against the Borrower or any Subsidiary which purport to affect the legality, validity or enforceability of this Agreement or any other Loan Document. (c) The execution, delivery and performance of each Loan Document by the Borrower will not violate or conflict with (i) the organizational documents of the Borrower or any Subsidiary, as in effect on the Effective Date or (ii) any indenture, loan agreement or other similar agreement or instrument binding on the Borrower or any Subsidiary. (d) The Borrower, its Subsidiaries and the XXX Entities are in compliance with all laws, rules, regulations, orders, decrees and requirements of any Governmental Authority applicable to them or their properties, except where the necessity of compliance therewith is being contested in good faith by appropriate proceedings or such failure to comply would not have or would not reasonably be expected to cause a Material Adverse Change. None of the Borrower, its Subsidiaries or the XXX Entities, nor, to the knowledge of the Borrower or any of its Subsidiaries, any director, officer, agent, employee or Affiliate of the Borrower, is in violation of any applicable Anti-Corruption Law, including without limitation the FCPA, in any material respect. None of the Borrower, its Subsidiaries or the XXX Entities, nor, to the knowledge of the Borrower or any of its Subsidiaries, any director, officer, agent, employee or Affiliate of the Borrower, is in violation of any of the country or list based economic and trade sanctions administered and enforced by OFAC. None of the Borrower, its Subsidiaries or the XXX Entities, nor, to the knowledge of the Borrower or any of its Subsidiaries, any director, officer, agent, employee or Affiliate of the Borrower, (i) is a Sanctioned Person or a Sanctioned Entity, (ii) has more than ten percent (10%) of its assets located in Sanctioned Entities, or (iii) derives more than 10% of its operating income from investments in, or transactions with, Sanctioned Persons or Sanctioned Entities. (e) On the Effective Date there are no actions, suits, proceedings or investigations pending or, to the knowledge of the Borrower, threatened against the Borrower, any Subsidiary or XXX before any Governmental Authority as to which, in the opinion of the Borrower, there is a reasonable possibility of an adverse determination and that, if adversely determined, could reasonably be expected, individually or in the aggregate, to constitute a Material Adverse Change. (f) The consolidated balance sheets of the Borrower (and its predecessor entity) and its consolidated Subsidiaries as of December 31, 2015, and the related consolidated statements of income, partners’ (or stockholders’) equity and cash flows for each of the years in the three-year period ended December 31, 2015, audited by KPMG LLP, present fairly, in all material respects, the consolidated financial position of the Borrower and its consolidated Subsidiaries as of December

Representations of the Borrower. The Borrower represents and warrants to the Administrative Agent and the Lenders that: (a) Each of the The Borrower and each Subsidiary (i) has been duly formed incorporated and is validly existing and in good standing under the laws of the jurisdiction State of its organization Delaware, and (ii) is qualified to do business as a foreign entity corporation and is in good standing in each jurisdiction of the United States in which the ownership of its properties or the conduct of its business requires such qualification and where the failure to so qualify would constitute a Material Adverse Change. (b) Each This Agreement and all other Loan Document has Documents to which the Borrower is a party have been duly authorized, executed and delivered by the Borrower Borrower, and such each of this Agreement, the Notes and the other Loan Document Documents to which it is a party constitutes a valid and binding agreement of the Borrower, enforceable in accordance with its respective terms, subject to the effect of applicable bankruptcy, insolvency, fraudulent conveyance, reorganization and other insolvency or similar laws affecting creditors’ rights generally and general equitable principles of equity general applicability. The Notes have been duly authorized by the Borrower and, when executed, issued and delivered pursuant hereto for value received, will constitute valid and binding obligations of the Borrower, enforceable in accordance with their terms, except as (whether considered in a proceeding in equity i) may be limited by bankruptcy, insolvency or law)similar laws affecting creditors’ rights generally, and (ii) rights of acceleration and the availability of equitable remedies may be limited by equitable principles of general applicability. There are no actions, suits or proceedings pending or, to the knowledge of the Borrower or any SubsidiaryBorrower, threatened against the Borrower or any Subsidiary which purport purports to affect the legality, validity or enforceability of this Agreement or Agreement, any other Loan DocumentDocument or any of the Notes. (c) The execution, delivery and performance of each Loan Document this Agreement by the Borrower and the execution, issuance, delivery and performance by the Borrower of the Notes will not violate or conflict with (iA) the organizational documents restated certificate of incorporation or bylaws of the Borrower or any SubsidiaryBorrower, as in effect on the Effective Date or (iiB) any indentureindenture (including the Public Indenture), loan agreement or other similar agreement or instrument binding on the Borrower or any SubsidiaryBorrower. (d) The Borrower, its Subsidiaries and To the XXX Entities are in compliance with all laws, rules, regulations, orders, decrees and requirements of any Governmental Authority applicable to them or their properties, except where the necessity of compliance therewith is being contested in good faith by appropriate proceedings or such failure to comply would not have or would not reasonably be expected to cause a Material Adverse Change. None knowledge of the Borrower, its Subsidiaries or the XXX Entities, nor, to the knowledge of the Borrower or any of its Subsidiaries, any director, officer, agent, employee or Affiliate of the Borrower, is in violation of any applicable Anti-Corruption Law, including without limitation the FCPA, in any material respect. None of the Borrower, its Subsidiaries or the XXX Entities, nor, to the knowledge of the Borrower or any of its Subsidiaries, any director, officer, agent, employee or Affiliate of the Borrower, is in violation of any of the country or list based economic and trade sanctions administered and enforced by OFAC. None of the Borrower, its Subsidiaries or the XXX Entities, nor, to the knowledge of the Borrower or any of its Subsidiaries, any director, officer, agent, employee or Affiliate of the Borrower, (i) is a Sanctioned Person or a Sanctioned Entity, (ii) has more than ten percent (10%) of its assets located in Sanctioned Entities, or (iii) derives more than 10% of its operating income from investments in, or transactions with, Sanctioned Persons or Sanctioned Entities. (e) On on the Effective Date there are no actions, suits, or proceedings or investigations pending or, to the knowledge of the Borrower, threatened against the Borrower, any Subsidiary or XXX Borrower before any Governmental Authority as to which, in the opinion of the Borrower, there is a reasonable possibility of an adverse determination and that, if adversely determined, could reasonably be expected, individually or in the aggregate, to constitute a Material Adverse Change. (fe) The consolidated balance sheets of the Borrower (and its predecessor entity) and its consolidated Subsidiaries as of December 31, 20152004 and 2005, and the related consolidated statements of income, partnersstockholders’ (or stockholders’) equity and cash flows for each of the years in the three-year period ended December 31, 20152005, audited by KPMG LLP, present fairly, in all material respects, the consolidated financial position of the Borrower and its consolidated Subsidiaries as of DecemberDecember 31, 2004 and 2005, and the results of their operations and their cash flows for each of the years in the three-year period ended December 31, 2005, in conformity with GAAP applied on a consistent basis. (f) Neither the Borrower nor any Subsidiary is an “investment company” as defined in, or subject to regulation under, the Investment Company Act of 1940. (g) No ERISA Event has occurred or is reasonably expected to occur that, when taken together with all other such ERISA Events for which liability is reasonably expected to occur, could reasonably be expected to result in a Material Adverse Change. The present value of all accumulated benefit obligations of all underfunded Plans (based on the assumptions used for purposes of Statement of Financial Accounting Standards No. 87) did not, as of the date of the most recent financial statements reflecting such amounts, exceed the fair market value of the assets of all such underfunded Plans by an amount that could reasonably be expected to be a Material Adverse Change. (h) Neither the Information Memorandum nor any of the other reports, financial statements, certificates or other information furnished by or on behalf of the Borrower to the Agents or any Lender in connection with the negotiation of this Agreement or delivered hereunder (as modified or supplemented by other information so furnished), taken as a whole, contains any material misstatement of fact or omits to state any material fact necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading; provided that other than the term sheet contained in the Information Memorandum, the information contained in the Information Memorandum is publicly available information and has been provided therein for the convenience of the Lenders; and if there is a conflict between the information in the Information Memorandum and publicly available information, then the publicly available information will prevail; provided further that, the Borrower makes no representation or warranty concerning the statements, estimates and projections contained in the Information Memorandum with respect to the anticipated future performance of the Borrower, except that such statements, estimates and projections were made in good faith by the Borrower’s management, on the basis of assumptions believed by the Borrower’s management to be reasonable at the time and such statements, estimates and projections and the assumptions on which they are based may or may not prove to be correct. (i) The Borrower’s “significant subsidiaries” (as defined in Regulation S-X of the Commission under the Securities and Exchange Act of 1934) as of the date immediately prior to the Effective Date are listed on Part A of Schedule II hereto. (j) The Borrower has filed all United States Federal income tax returns and all other material tax returns and reports required to be filed (or obtained extensions with respect thereto) and has paid all taxes required to have been paid by it, except (i) taxes the validity of which are being contested in good faith by appropriate proceedings, and with respect to which the Borrower, to the extent required by GAAP, has set aside on its books adequate reserves or (ii) to the extent the failure to do so (individually or in the aggregate) would not reasonably be expected to result in a Material Adverse Change. (k) No Event of Default has occurred and is continuing. (l) The making of the Loans does not require any consent or approval of, registration or filing with, or any other action by, any Governmental Authority or any other third Person (including shareholders or any class of directors, whether interested or disinterested, of the Borrower or any other Person), nor is any such consent, approval, registration, filing or other action necessary for the validity or enforceability of any Loan Document, except such as have been obtained or made and are in full force and effect.

Representations of the Borrower. The Borrower represents and warrants to the Administrative Agent Agent, the Lenders and the Lenders Issuing Bank that: (a) Each of the The Borrower and each Subsidiary has been duly formed and is validly existing and in good standing under the laws of the jurisdiction of its organization and (ii) the Borrower and each Subsidiary is qualified to do business as a foreign entity and is in good standing in each jurisdiction of the United States in which the ownership of its properties or the conduct of its business requires such qualification and where the failure to so qualify would constitute a Material Adverse Change. (b) Each This Agreement, the Transactions and all other Loan Document has Documents to which the Borrower or any Subsidiary is a party have been duly authorized, executed and delivered by the Borrower or such Subsidiary, and such each of this Agreement, its Notes and the other Loan Document Documents to which it is a party constitutes a valid and binding agreement of the Borrower, enforceable in accordance with its respective terms, subject to the effect of applicable bankruptcy, insolvency, fraudulent conveyance, reorganization and other insolvency or similar laws affecting creditors’ rights generally and equitable principals of general applicability. The Borrower’s Notes have been duly authorized by the Borrower and, when executed, issued and delivered pursuant hereto for value received, will constitute valid and binding obligations of the Borrower, enforceable in accordance with their terms, except as (i) may be limited by bankruptcy, insolvency or similar laws affecting creditors’ rights generally, and (ii) rights of acceleration and the availability of equitable remedies may be limited by equitable principles of equity (whether considered in a proceeding in equity or law)general applicability. There are no actions, suits or proceedings pending or, to the knowledge of the Borrower or any Subsidiary, threatened against the Borrower or any Subsidiary which purport purports to affect the legality, validity or enforceability of this Agreement or Agreement, any other Loan DocumentDocument or any of their respective Notes. (c) The execution, delivery and performance of each Loan Document by the Borrower and its Subsidiaries will not violate or conflict with (i) the organizational documents of the Borrower or any Subsidiary, as in effect on the Effective Date Date, or (ii) any indenture, loan agreement or other similar agreement or instrument binding on the Borrower or any Subsidiary. (d) The Borrower, Borrower and its Subsidiaries and the XXX Entities are in compliance with all laws, rules, regulations, orders, decrees and requirements of any Governmental Authority applicable to them or their properties, except where the necessity of compliance therewith is being contested in good faith by appropriate proceedings or such failure to comply would not have or would not reasonably be expected to cause a Material Adverse Change. None of the Borrower, its Subsidiaries or the XXX Entities, nor, to the knowledge of the Borrower or any of its Subsidiaries, any director, officer, agent, employee or Affiliate of the Borrower, is in violation of any applicable Anti-Corruption Law, including without limitation the FCPA, in any material respect. None of the Borrower, its Subsidiaries or the XXX Entities, nor, to the knowledge of the Borrower or any of its Subsidiaries, any director, officer, agent, employee or Affiliate of the Borrower, is in violation of any of the country or list based economic and trade sanctions administered and enforced by OFAC. None of the Borrower, its Subsidiaries or the XXX Entities, nor, to the knowledge of the Borrower or any of its Subsidiaries, any director, officer, agent, employee or Affiliate of the Borrower, (i) is a Sanctioned Person or a Sanctioned Entity, (ii) has more than ten percent (10%) of its assets located in Sanctioned Entities, or (iii) derives more than 10% of its operating income from investments in, or transactions with, Sanctioned Persons or Sanctioned Entities. (e) On the Effective Date there are no actions, suits, proceedings or investigations pending or, to the knowledge of the Borrower, threatened against the Borrower, Borrower or any Subsidiary or XXX before any Governmental Authority as to which, in the opinion of the Borrower, there is a reasonable possibility of an adverse determination and that, if adversely determined, could reasonably be expected, individually or in the aggregate, to constitute a Material Adverse Change. (f) The consolidated balance sheets of the Borrower (and its predecessor entity) and its consolidated Subsidiaries as of December 31, 20152007 and 2008, and the related consolidated statements of income, partners’ (or stockholders’) equity and cash flows for each of the years in the three-year period ended December 31, 20152008, audited by KPMG LLP, present fairly, in all material respects, the consolidated financial position of the Borrower and its consolidated Subsidiaries as of DecemberDecember 31, 2007 and 2008, and the results of their operations and their cash flows for each of the years in the three-year period ended December 31, 2008, in conformity with GAAP applied on a consistent basis. (g) There has been no Material Adverse Change. (h) Neither the Borrower nor any Subsidiary is an “investment company” as defined in, or subject to regulation under, the Investment Company Act of 1940. (i) No ERISA Event has occurred or is reasonably expected to occur that, when taken together with all other such ERISA Events for which liability is reasonably expected to occur, could reasonably be expected to result in a Material Adverse Change. The present value of all accumulated benefit obligations of all underfunded Plans (based on the assumptions used for purposes of Statement of Financial Accounting Standards No. 87) did not, as of the date of the most recent financial statements reflecting such amounts, exceed the fair market value of the assets of all such underfunded Plans by an amount that could reasonably be expected to be a Material Adverse Change. (j) Neither the Information Memorandum nor any of the other reports, financial statements, certificates or other information furnished by or on behalf of the Borrower to the Agents or any Lender in connection with the negotiation of this Agreement or delivered hereunder (as modified or supplemented by other information so furnished), taken as a whole, contains any material misstatement of fact or omits to state any material fact necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading; provided that, with respect to projected financial information, the Borrower represents only that such information was prepared in good faith based upon assumptions believed to be reasonable at the time, it being understood that projections by their nature are inherently uncertain and no assurances are being given that the results reflected in the projected financial information will be achieved. (k) On the date hereof, the Borrower’s Subsidiaries are listed on Schedule II. (l) The General Partner has filed all United States Federal income tax returns and all other material tax returns and reports required to be filed (or obtained extensions with respect thereto) and has paid all taxes required to have been paid by it, except (i) taxes the validity of which is being contested in good faith by appropriate proceedings, and with respect to which the General Partner, to the extent required by GAAP, has set aside on its books adequate reserves or (ii) to the extent the failure to do so (individually or collectively) would not reasonably be expected to result in a Material Adverse Change. (m) Each of the real properties owned or leased by the Borrower or any of its Subsidiaries and all their operations at such properties are in compliance with all applicable Environmental Laws and neither the Borrower nor any of its Subsidiaries has received any notice regarding violation of any Environmental Law with respect to the properties or the businesses operated by the Borrower or any of its Subsidiaries, except as would not reasonably be expected to result in a Material Adverse Change. (n) No Event of Default has occurred and is continuing. (o) The Borrower and its Subsidiaries are not engaged principally, or as one of its or their important activities, in the business of extending credit for the purpose, whether immediate, incidental or ultimate, of buying or carrying margin stock (within the meaning of the Margin Regulations). (p) The Borrower and each of its Subsidiaries is and, after the consummation of the transactions contemplated by this Agreement, will be “solvent” within the meaning of such term under the United States Bankruptcy Code.

Representations of the Borrower. The Borrower represents and warrants to the Administrative Agent and the Lenders on the Effective Date (other than with respect to Section 3.01(o)) and on the Closing Date that: (a) Each of the Borrower and each Subsidiary has been duly formed and is validly existing and in good standing under the laws of the jurisdiction of its organization and is qualified to do business as a foreign entity and is in good standing in each jurisdiction of the United States in which the ownership of its properties or the conduct of its business requires such qualification and where the failure to so qualify would constitute a Material Adverse Change. (b) Each Loan Document has been duly authorized, executed and delivered by the Borrower and such Loan Document constitutes a valid and binding agreement of the Borrower, enforceable in accordance with its terms, subject to the effect of applicable bankruptcy, insolvency, fraudulent conveyance, reorganization and other similar laws affecting creditors’ rights generally and general principles principals of equity (whether considered in a proceeding in equity or law). There are no actions, suits or proceedings pending or, to the knowledge of the Borrower or any Subsidiary, threatened against the Borrower or any Subsidiary which purport purports to affect the legality, validity or enforceability of this Agreement or any other Loan Document. (c) The execution, delivery and performance of each Loan Document by the Borrower will not violate or conflict with (i) the organizational documents of the Borrower or any Subsidiary, as in effect on the Effective Date or (ii) any indenture, loan agreement or other similar agreement or instrument binding on the Borrower or any Subsidiary. (d) The Borrower, Borrower and its Subsidiaries and the XXX Entities are in compliance with all laws, rules, regulations, orders, decrees and requirements of any Governmental Authority applicable to them or their properties, except where the necessity of compliance therewith is being contested in good faith by appropriate proceedings or such failure to comply would not have or would not reasonably be expected to cause a Material Adverse Change. None of The Borrower has implemented and maintains in effect policies and procedures designed to ensure compliance by the Borrower, its Subsidiaries or and their respective directors, officers, employees and agents (acting in their capacity as an agent for the XXX EntitiesBorrower) with Anti-Corruption Laws and applicable Sanctions, norand the Borrower, its Subsidiaries and their respective officers and employees and to the knowledge of the Borrower its directors and agents (acting in their capacity as an agent for the Borrower), are in compliance with Anti-Corruption Laws and applicable Sanctions in all material respects. None of (i) the Borrower, any of its Subsidiaries or, to the knowledge of the Borrower, any of their respective directors, officers or employees, or (ii) to the knowledge of the Borrower, any agent of the Borrower or any of its Subsidiaries (acting in its capacity as an agent for the Borrower or any of its Subsidiaries) that will act in any capacity in connection with the credit facility established hereby, is a Sanctioned Person or received notice from, or made a voluntary disclosure to, any director, officer, agent, employee governmental authority that enforces Sanctions or Affiliate any Anti-Corruption Laws regarding a possible violation of Anti-Corruption Laws or Sanctions. To the knowledge of the Borrower, is in violation of any applicable Anti-Corruption Law, including without limitation the FCPA, in any material respect. None none of the Borrower, any of its Subsidiaries Subsidiaries, any of their respective directors, officers or the XXX Entitiesemployees, nor, to the knowledge or any agent of the Borrower or any of its Subsidiaries, any director, officer, agent, employee or Affiliate of the Borrower, is Subsidiaries (acting in violation of any of the country or list based economic and trade sanctions administered and enforced by OFAC. None of the Borrower, its Subsidiaries or the XXX Entities, nor, to the knowledge of capacity as an agent for the Borrower or any of its Subsidiaries) that will act in any capacity in connection with the credit facility established hereby, is under administrative, civil or criminal investigation by a governmental authority that enforces Sanctions or any director, officer, agent, employee Anti-Corruption Laws for an alleged violation of Anti-Corruption Laws or Affiliate Sanctions. No proceeds of the Borrower, (i) is any Loan have been or will be used in a Sanctioned Person or a Sanctioned Entity, (ii) has more than ten percent (10%) of its assets located in Sanctioned Entities, or (iii) derives more than 10% of its operating income from investments in, or transactions with, Sanctioned Persons or Sanctioned Entitiesmanner prohibited under Section 4.04(c). (e) On the Effective Date there are no actions, suits, proceedings or investigations pending or, to the knowledge of the Borrower, threatened against the Borrower, Borrower or any Subsidiary or XXX before any Governmental Authority as to which, in the opinion of the Borrower, there is a reasonable possibility of an adverse determination and that, if adversely determined, could reasonably be expected, individually or in the aggregate, to constitute a Material Adverse Change. (f) The consolidated balance sheets of the Borrower (and its predecessor entity) and its consolidated Subsidiaries as of December 31, 20152017, and the related consolidated statements of income, partners’ (or stockholders’) equity and cash flows for each of the years in the three-year period ended December 31, 20152017, audited by KPMG LLP, present fairly, in all material respects, the consolidated financial position of the Borrower and its consolidated Subsidiaries as of DecemberDecember 31, 2017, and the results of their operations and their cash flows for each of the years in the three-year period ended December 31, 2017, in conformity with GAAP applied on a consistent basis. (g) There has been no Material Adverse Change since the date of the Borrower’s most recent audited financial statements. (h) Neither the Borrower nor any Subsidiary is an “investment company” as defined in, or subject to regulation under, the Investment Company Act of 1940. (i) No ERISA Event has occurred or is reasonably expected to occur that, when taken together with all other such ERISA Events for which liability is reasonably expected to occur, could reasonably be expected to result in a Material Adverse Change. The present value of all accumulated benefit obligations of all underfunded Plans subject to Title IV of ERISA (based on the assumptions used for purposes of Statement of Financial Accounting Standards No. 87 or any successor thereto) did not, as of the date of the most recent financial statements reflecting such amounts, exceed the fair market value of the assets of all such underfunded Plans by an amount that could reasonably be expected to be a Material Adverse Change. (j) Neither the Information Memorandum nor any of the other reports, financial statements, certificates or other information furnished by or on behalf of the Borrower to the Agents or any Lender in connection with the negotiation of this Agreement or delivered hereunder (as modified or supplemented by other information so furnished), taken as a whole, contains any material misstatement of fact or omits to state any material fact necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading; provided that, with respect to projected financial information, the Borrower represents only that such information was prepared in good faith based upon assumptions believed to be reasonable at the time, it being understood that projections by their nature are inherently uncertain and no assurances are being given that the results reflected in the projected financial information will be achieved. (k) The General Partner has filed all United States Federal income tax returns and all other material tax returns and reports required to be filed (or obtained extensions with respect thereto) and has paid all taxes required to have been paid by it, except (i) taxes the validity of which is being contested in good faith by appropriate proceedings, and with respect to which the General Partner, to the extent required by GAAP, has set aside on its books adequate reserves or (ii) to the extent the failure to do so (individually or collectively) would not reasonably be expected to result in a Material Adverse Change. (l) Except as would not reasonably be expected to result in a Material Adverse Change, each of the real properties owned or leased by the Borrower or any of its Subsidiaries and all their operations at such properties are in compliance with all applicable Environmental Laws and neither the Borrower nor any of its Subsidiaries has received any notice regarding violation of any Environmental Law with respect to the properties or the businesses operated by the Borrower or any of its Subsidiaries. (m) No Event of Default has occurred and is continuing. (n) The Borrower and its Subsidiaries are not engaged principally, or as one of its or their important activities, in the business of extending credit for the purpose, whether immediate, incidental or ultimate, of buying or carrying margin stock (within the meaning of the Margin Regulations). (o) As of the Closing Date, the Borrower and each of its Subsidiaries is and, after the consummation of the Transactions, will be “solvent” within the meaning of such term under the United States Bankruptcy Code. (p) The information included in the Beneficial Ownership Certification, if applicable, is true and correct in all material respects.

Representations of the Borrower. The Borrower represents and warrants to the Administrative Agent Agent, the Lenders and the Lenders Issuing Bank that: (a) Each of the The Borrower and each Subsidiary has been duly formed and is validly existing and in good standing under the laws of the jurisdiction of its organization and (ii) the Borrower and each Subsidiary is qualified to do business as a foreign entity and is in good standing in each jurisdiction of the United States in which the ownership of its properties or the conduct of its business requires such qualification and where the failure to so qualify would constitute a Material Adverse Change. (b) Each This Agreement, the Transactions and all other Loan Document has Documents to which the Borrower or any Subsidiary is a party have been duly authorized, executed and delivered by the Borrower or such Subsidiary, and such each of this Agreement, its Notes and the other Loan Document Documents to which it is a party constitutes a valid and binding agreement of the Borrower, enforceable in accordance with its respective terms, subject to the effect of applicable bankruptcy, insolvency, fraudulent conveyance, reorganization and other insolvency or similar laws affecting creditors’ rights generally and equitable principals of general applicability. The Borrower’s Notes have been duly authorized by the Borrower and, when executed, issued and delivered pursuant hereto for value received, will constitute valid and binding obligations of the Borrower, enforceable in accordance with their terms, except as (i) may be limited by bankruptcy, insolvency or similar laws affecting creditors’ rights generally, and (ii) rights of acceleration and the availability of equitable remedies may be limited by equitable principles of equity (whether considered in a proceeding in equity or law)general applicability. There are no actions, suits or proceedings pending or, to the knowledge of the Borrower or any Subsidiary, threatened against the Borrower or any Subsidiary which purport purports to affect the legality, validity or enforceability of this Agreement or Agreement, any other Loan DocumentDocument or any of their respective Notes. (c) The execution, delivery and performance of each Loan Document by the Borrower and its Subsidiaries will not violate or conflict with (i) the organizational documents of the Borrower or any Subsidiary, as in effect on the Effective Date Date, or (ii) any indenture, loan agreement or other similar agreement or instrument binding on the Borrower or any Subsidiary. (d) The Borrower, Borrower and its Subsidiaries and the XXX Entities are in compliance with all laws, rules, regulations, orders, decrees and requirements of any Governmental Authority applicable to them or their properties, except where the necessity of compliance therewith is being contested in good faith by appropriate proceedings or such failure to comply would not have or would not reasonably be expected to cause a Material Adverse Change. None of the Borrower, its Subsidiaries or the XXX Entities, nor, to the knowledge of the Borrower or any of its Subsidiaries, any director, officer, agent, employee or Affiliate of the Borrower, is in violation of any applicable Anti-Corruption Law, including without limitation the FCPA, in any material respect. None of the Borrower, its Subsidiaries or the XXX Entities, nor, to the knowledge of the Borrower or any of its Subsidiaries, any director, officer, agent, employee or Affiliate of the Borrower, is in violation of any of the country or list based economic and trade sanctions administered and enforced by OFAC. None of the Borrower, its Subsidiaries or the XXX Entities, nor, to the knowledge of the Borrower or any of its Subsidiaries, any director, officer, agent, employee or Affiliate of the Borrower, (i) is a Sanctioned Person or a Sanctioned Entity, (ii) has more than ten percent (10%) of its assets located in Sanctioned Entities, or (iii) derives more than 10% of its operating income from investments in, or transactions with, Sanctioned Persons or Sanctioned Entities. (e) On the Effective Date there are no actions, suits, proceedings or investigations pending or, to the knowledge of the Borrower, threatened against the Borrower, Borrower or any Subsidiary or XXX before any Governmental Authority as to which, in the opinion of the Borrower, there is a reasonable possibility of an adverse determination and that, if adversely determined, could reasonably be expected, individually or in the aggregate, to constitute a Material Adverse Change. (f) The consolidated balance sheets of the Borrower (and its predecessor entity) and its consolidated Subsidiaries as of December 31, 2015, and the related consolidated statements of income, partners’ (or stockholders’) equity and cash flows for each of the years in the three-year period ended December 31, 2015, audited by KPMG LLP, present fairly, in all material respects, the consolidated financial position of the Borrower and its consolidated Subsidiaries as of December

Representations of the Borrower. The Borrower represents and warrants to the Administrative Agent Agent, the Lenders and the Lenders Issuing Banks that: (a) Each of the Borrower and each Subsidiary has been duly formed and is validly existing and in good standing under the laws of the jurisdiction of its organization and is qualified to do business as a foreign entity and is in good standing in each jurisdiction of the United States in which the ownership of its properties or the conduct of its business requires such qualification and where the failure to so qualify would constitute a Material Adverse Change. (b) Each Loan Document has been duly authorized, executed and delivered by the Borrower and such Loan Document constitutes a valid and binding agreement of the Borrower, enforceable in accordance with its terms, subject to the effect of applicable bankruptcy, insolvency, fraudulent conveyance, reorganization and other similar laws affecting creditors’ rights generally and general principles principals of equity (whether considered in a proceeding in equity or law). There are no actions, suits or proceedings pending or, to the knowledge of the Borrower or any Subsidiary, threatened against the Borrower or any Subsidiary which purport purports to affect the legality, validity or enforceability of this Agreement or any other Loan Document. (c) The execution, delivery and performance of each Loan Document by the Borrower will not violate or conflict with (i) the organizational documents of the Borrower or any Subsidiary, as in effect on the Effective Date or (ii) any indenture, loan agreement or other similar agreement or instrument binding on the Borrower or any Subsidiary. (d) The Borrower, Borrower and its Subsidiaries and the XXX Entities are in compliance with all laws, rules, regulations, orders, decrees and requirements of any Governmental Authority applicable to them or their properties, except where the necessity of compliance therewith is being contested in good faith by appropriate proceedings or such failure to comply would not have or would not reasonably be expected to cause a Material Adverse Change. None of The Borrower has implemented and maintains in effect policies and procedures designed to ensure compliance by the Borrower, its Subsidiaries or and their respective directors, officers, employees and agents (acting in their capacity as an agent for the XXX EntitiesBorrower) with Anti-Corruption Laws and applicable Sanctions, norand the Borrower, its Subsidiaries and their respective officers and employees and to the knowledge of the Borrower its directors and agents (acting in their capacity as an agent for the Borrower), are in compliance with Anti-Corruption Laws and applicable Sanctions in all material respects. None of (i) the Borrower, any of its Subsidiaries or, to the knowledge of the Borrower, any of their respective directors, officers or employees, or (ii) to the knowledge of the Borrower, any agent of the Borrower or any of its Subsidiaries (acting in its capacity as an agent for the Borrower or any of its Subsidiaries) that will act in any capacity in connection with the credit facility established hereby, is a Sanctioned Person or received notice from, or made a voluntary disclosure to, any director, officer, agent, employee governmental authority that enforces Sanctions or Affiliate any Anti-Corruption Laws regarding a possible violation of Anti-Corruption Laws or Sanctions. To the knowledge of the Borrower, is in violation of any applicable Anti-Corruption Law, including without limitation the FCPA, in any material respect. None none of the Borrower, any of its Subsidiaries Subsidiaries, any of their respective directors, officers or the XXX Entitiesemployees, nor, to the knowledge or any agent of the Borrower or any of its Subsidiaries, any director, officer, agent, employee or Affiliate of the Borrower, is Subsidiaries (acting in violation of any of the country or list based economic and trade sanctions administered and enforced by OFAC. None of the Borrower, its Subsidiaries or the XXX Entities, nor, to the knowledge of capacity as an agent for the Borrower or any of its Subsidiaries) that will act in any capacity in connection with the credit facility established hereby, is under administrative, civil or criminal investigation by a governmental authority that enforces Sanctions or any director, officer, agent, employee Anti-Corruption Laws for an alleged violation of Anti-Corruption Laws or Affiliate Sanctions. No proceeds of the Borrower, (i) is any Loan or any Letter of Credit have been or will be used in a Sanctioned Person or a Sanctioned Entity, (ii) has more than ten percent (10%) of its assets located in Sanctioned Entities, or (iii) derives more than 10% of its operating income from investments in, or transactions with, Sanctioned Persons or Sanctioned Entitiesmanner prohibited under Section 4.04(c). (e) On the Effective Date there are no actions, suits, proceedings or investigations pending or, to the knowledge of the Borrower, threatened against the Borrower, Borrower or any Subsidiary or XXX before any Governmental Authority as to which, in the opinion of the Borrower, there is a reasonable possibility of an adverse determination and that, if adversely determined, could reasonably be expected, individually or in the aggregate, to constitute a Material Adverse Change. (f) The consolidated balance sheets of the Borrower (and its predecessor entity) and its consolidated Subsidiaries as of December 31, 20152016, and the related consolidated statements of income, partners’ (or stockholders’) equity and cash flows for each of the years in the three-year period ended December 31, 20152016, audited by KPMG LLP, present fairly, in all material respects, the consolidated financial position of the Borrower and its consolidated Subsidiaries as of DecemberDecember 31, 2016, and the results of their operations and their cash flows for each of the years in the three-year period ended December 31, 2016, in conformity with GAAP applied on a consistent basis. (g) There has been no Material Adverse Change since the date of the Borrower’s most recent audited financial statements. (h) Neither the Borrower nor any Subsidiary is an “investment company” as defined in, or subject to regulation under, the Investment Company Act of 1940. As of the Second Amendment Effective Date, the Borrower qualifies for an express exclusion to the “legal entity customer” definition under the Beneficial Ownership Regulation. (i) No ERISA Event has occurred or is reasonably expected to occur that, when taken together with all other such ERISA Events for which liability is reasonably expected to occur, could reasonably be expected to result in a Material Adverse Change. The present value of all accumulated benefit obligations of all underfunded Plans subject to Title IV of ERISA (based on the assumptions used for purposes of Statement of Financial Accounting Standards No. 87 or any successor thereto) did not, as of the date of the most recent financial statements reflecting such amounts, exceed the fair market value of the assets of all such underfunded Plans by an amount that could reasonably be expected to be a Material Adverse Change. (j) Neither the Information Memorandum nor any of the other reports, financial statements, certificates or other information furnished by or on behalf of the Borrower to the Agents or any Lender in connection with the negotiation of this Agreement or delivered hereunder (as modified or supplemented by other information so furnished), taken as a whole, contains any material misstatement of fact or omits to state any material fact necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading; provided that, with respect to projected financial information, the Borrower represents only that such information was prepared in good faith based upon assumptions believed to be reasonable at the time, it being understood that projections by their nature are inherently uncertain and no assurances are being given that the results reflected in the projected financial information will be achieved. (k) The General Partner has filed all United States Federal income tax returns and all other material tax returns and reports required to be filed (or obtained extensions with respect thereto) and has paid all taxes required to have been paid by it, except (i) taxes the validity of which is being contested in good faith by appropriate proceedings, and with respect to which the General Partner, to the extent required by GAAP, has set aside on its books adequate reserves or (ii) to the extent the failure to do so (individually or collectively) would not reasonably be expected to result in a Material Adverse Change. (l) Except as would not reasonably be expected to result in a Material Adverse Change, each of the real properties owned or leased by the Borrower or any of its Subsidiaries and all their operations at such properties are in compliance with all applicable Environmental Laws and neither the Borrower nor any of its Subsidiaries has received any notice regarding violation of any Environmental Law with respect to the properties or the businesses operated by the Borrower or any of its Subsidiaries. (m) No Event of Default has occurred and is continuing. (n) The Borrower and its Subsidiaries are not engaged principally, or as one of its or their important activities, in the business of extending credit for the purpose, whether immediate, incidental or ultimate, of buying or carrying margin stock (within the meaning of the Margin Regulations). (o) The Borrower and each of its Subsidiaries is and, after the consummation of the Transactions, will be “solvent” within the meaning of such term under the United States Bankruptcy Code. (p) The Borrower is not an Affected Financial Institution.

Representations of the Borrower. The Borrower represents and warrants to the Administrative Agent and Agent, the Lenders and each Issuing Bank that: (a) Each of (i) the Borrower and each Subsidiary has been duly formed incorporated and is validly existing and in good standing under the laws of the jurisdiction State of its organization Delaware, and (ii) the Borrower is qualified to do business as a foreign entity corporation and is in good standing in each jurisdiction of the United States in which the ownership of its properties or the conduct of its business requires such qualification and where the failure to so qualify would constitute a Material Adverse Change. (b) Each This Agreement, the Transactions and all other Loan Document has Documents to which the Borrower is a party have been duly authorized, executed and delivered by the Borrower Borrower, and such each of this Agreement, its Notes and the other Loan Document Documents to which it is a party constitutes a valid and binding agreement of the Borrower, enforceable in accordance with its respective terms, subject to the effect of applicable bankruptcy, insolvency, fraudulent conveyance, reorganization and other insolvency or similar laws affecting creditors’ rights generally and equitable principals of general applicability. The Borrower’s Notes have been duly authorized by the Borrower and, when executed, issued and delivered pursuant hereto for value received, will constitute valid and binding obligations of the Borrower, enforceable in accordance with their terms, except as (i) may be limited by bankruptcy, insolvency or similar laws affecting creditors’ rights generally, and (ii) rights of acceleration and the availability of equitable remedies may be limited by equitable principles of equity (whether considered in a proceeding in equity or law)general applicability. There are no actions, suits or proceedings pending or, to the knowledge of the Borrower or any SubsidiaryBorrower, threatened against the Borrower or any Subsidiary which purport purports to affect the legality, validity or enforceability of this Agreement or Agreement, any other Loan DocumentDocument or any of its Notes. (c) The execution, delivery and performance of each Loan Document this Agreement by the Borrower and the execution, issuance, delivery and performance by the Borrower of its Notes will not violate or conflict with (i) the organizational documents restated certificate of incorporation or bylaws of the Borrower or any SubsidiaryBorrower, as in effect on the Effective Date or (ii) any indentureindenture (including the Public Indenture), loan agreement or other similar agreement or instrument binding on the Borrower or any SubsidiaryBorrower. (d) The Borrower, its Subsidiaries and To the XXX Entities are in compliance with all laws, rules, regulations, orders, decrees and requirements of any Governmental Authority applicable to them or their properties, except where the necessity of compliance therewith is being contested in good faith by appropriate proceedings or such failure to comply would not have or would not reasonably be expected to cause a Material Adverse Change. None knowledge of the Borrower, its Subsidiaries or the XXX Entities, nor, to the knowledge of the Borrower or any of its Subsidiaries, any director, officer, agent, employee or Affiliate of the Borrower, is in violation of any applicable Anti-Corruption Law, including without limitation the FCPA, in any material respect. None of the Borrower, its Subsidiaries or the XXX Entities, nor, to the knowledge of the Borrower or any of its Subsidiaries, any director, officer, agent, employee or Affiliate of the Borrower, is in violation of any of the country or list based economic and trade sanctions administered and enforced by OFAC. None of the Borrower, its Subsidiaries or the XXX Entities, nor, to the knowledge of the Borrower or any of its Subsidiaries, any director, officer, agent, employee or Affiliate of the Borrower, (i) is a Sanctioned Person or a Sanctioned Entity, (ii) has more than ten percent (10%) of its assets located in Sanctioned Entities, or (iii) derives more than 10% of its operating income from investments in, or transactions with, Sanctioned Persons or Sanctioned Entities. (e) On on the Effective Date and on the Availability Date there are no actions, suits, proceedings or investigations pending or, to the knowledge of the Borrower, threatened against the Borrower, any Subsidiary or XXX Borrower before any Governmental Authority as to which, in the opinion of the Borrower, there is a reasonable possibility of an adverse determination and that, if adversely determined, could reasonably be expected, individually or in the aggregate, to constitute a Material Adverse Change. (f) The consolidated balance sheets of the Borrower (and its predecessor entity) and its consolidated Subsidiaries as of December 31, 2015, and the related consolidated statements of income, partners’ (or stockholders’) equity and cash flows for each of the years in the three-year period ended December 31, 2015, audited by KPMG LLP, present fairly, in all material respects, the consolidated financial position of the Borrower and its consolidated Subsidiaries as of December

Representations of the Borrower. The Borrower hereby represents and warrants to the Administrative Agent and the Consenting Lenders that: (a) Each The execution and delivery of this Amendment are within the Borrower Borrower’s corporate or other powers and each Subsidiary has have been duly formed and authorized by all necessary corporate or other action. (b) The Borrower (a) is duly organized, validly existing and in good standing under the laws of the jurisdiction of its organization organization, (b) has all requisite corporate power and authority to carry on its business as now conducted except where the failure to have the same would not reasonably be expected to have Material Adverse Effect and (c) is qualified to do business as a foreign entity in, and (where such concept exists) is in good standing in each (or its equivalent, if any) in, every jurisdiction of the United States in which the ownership of its properties or the conduct of its business requires where such qualification and is required except where the failure to be so qualify qualified or to be (where such concept exists) in good standing (or its equivalent, if any) would constitute not reasonably be expected to have a Material Adverse ChangeEffect. (bc) Each Loan Document This Amendment has been duly authorized, executed and delivered by the Borrower and such Loan Document constitutes a legal, valid and binding agreement obligation of the Borrower, enforceable in accordance with its terms, subject to the effect of applicable bankruptcy, insolvency, fraudulent conveyancereorganization, reorganization and moratorium or other similar laws affecting creditors’ rights generally and subject to general principles of equity (equity, regardless of whether considered in a proceeding in equity or at law). There are no actions, suits or proceedings pending or, to the knowledge of the Borrower or any Subsidiary, threatened against the Borrower or any Subsidiary which purport to affect the legality, validity or enforceability of this Agreement or any other Loan Document. (c) The execution, delivery and performance of each Loan Document by the Borrower will not violate or conflict with (i) the organizational documents of the Borrower or any Subsidiary, as in effect on the Effective Date or (ii) any indenture, loan agreement or other similar agreement or instrument binding on the Borrower or any Subsidiary. (d) The execution and delivery of this Amendment by the Borrower (a) do not require any consent or approval of, registration or filing with, or any other action by, any Governmental Authority, except such as have been, or will be by the time required, obtained or made and are, or will be by the time required, in full force and effect, (b) will not violate the Organizational Documents of the Borrower, (c) will not violate any Requirement of Law applicable to the Borrower, (d) will not violate or result in a default under any indenture, agreement or other instrument binding upon the Borrower or its Subsidiaries and assets, or give rise to a right thereunder to require any payment to be made by the XXX Entities are in compliance with all lawsBorrower or give rise to a right of, rulesor result in, regulationstermination, orders, decrees and requirements cancellation or acceleration of any Governmental Authority applicable to them obligation thereunder, and (e) will not result in the creation or their propertiesimposition of any Lien on any asset of the Borrower, except where Liens permitted by Section 6.02 of the necessity Existing Credit Agreement, except, in the case of compliance therewith is being contested in good faith by appropriate proceedings clauses (c) and (d), for any such violations, defaults or such failure to comply would not have or rights that, would not reasonably be expected to cause have a Material Adverse Change. None of the Borrower, its Subsidiaries or the XXX Entities, nor, to the knowledge of the Borrower or any of its Subsidiaries, any director, officer, agent, employee or Affiliate of the Borrower, is in violation of any applicable Anti-Corruption Law, including without limitation the FCPA, in any material respect. None of the Borrower, its Subsidiaries or the XXX Entities, nor, to the knowledge of the Borrower or any of its Subsidiaries, any director, officer, agent, employee or Affiliate of the Borrower, is in violation of any of the country or list based economic and trade sanctions administered and enforced by OFAC. None of the Borrower, its Subsidiaries or the XXX Entities, nor, to the knowledge of the Borrower or any of its Subsidiaries, any director, officer, agent, employee or Affiliate of the Borrower, (i) is a Sanctioned Person or a Sanctioned Entity, (ii) has more than ten percent (10%) of its assets located in Sanctioned Entities, or (iii) derives more than 10% of its operating income from investments in, or transactions with, Sanctioned Persons or Sanctioned EntitiesEffect. (e) On the Effective Date there are no actions, suits, proceedings or investigations pending or, to the knowledge of the Borrower, threatened against the Borrower, any Subsidiary or XXX before any Governmental Authority as to which, in the opinion of the Borrower, there is a reasonable possibility of an adverse determination and that, if adversely determined, could reasonably be expected, individually or in the aggregate, to constitute a Material Adverse Change. (f) The consolidated balance sheets of the Borrower (and its predecessor entity) and its consolidated Subsidiaries as of December 31, 2015, and the related consolidated statements of income, partners’ (or stockholders’) equity and cash flows for each of the years in the three-year period ended December 31, 2015, audited by KPMG LLP, present fairly, in all material respects, the consolidated financial position of the Borrower and its consolidated Subsidiaries as of December

Representations of the Borrower. The Borrower represents and warrants to the Administrative Agent and the Lenders that: (a) Each of (i) the Borrower and each Subsidiary has been duly formed incorporated and is validly existing and in good standing under the laws of the jurisdiction State of its organization Delaware, and (ii) the Borrower is qualified to do business as a foreign entity corporation and is in good standing in each jurisdiction of the United States in which the ownership of its properties or the conduct of its business requires such qualification and where the failure to so qualify would constitute a Material Adverse Change. (b) Each This Agreement, the Transactions and all other Loan Document has Documents to which the Borrower is a party have been duly authorized, executed and delivered by the Borrower Borrower, and such each of this Agreement, its Notes and the other Loan Document Documents to which it is a party constitutes a valid and binding agreement of the Borrower, enforceable in accordance with its respective terms, subject to the effect of applicable bankruptcy, insolvency, fraudulent conveyance, reorganization and other insolvency or similar laws affecting creditors’ rights generally and equitable principals of general applicability. The Borrower’s Notes have been duly authorized by the Borrower and, when executed, issued and delivered pursuant hereto for value received, will constitute valid and binding obligations of the Borrower, enforceable in accordance with their terms, except as (i) may be limited by bankruptcy, insolvency or similar laws affecting creditors’ rights generally, and (ii) rights of acceleration and the availability of equitable remedies may be limited by equitable principles of equity (whether considered in a proceeding in equity or law)general applicability. There are no actions, suits or proceedings pending or, to the knowledge of the Borrower or any SubsidiaryBorrower, threatened against the Borrower or any Subsidiary which purport purports to affect the legality, validity or enforceability of this Agreement or Agreement, any other Loan DocumentDocument or any of its Notes. (c) The execution, delivery and performance of each Loan Document this Agreement by the Borrower and the execution, issuance, delivery and performance by the Borrower of its Notes will not violate or conflict with (i) the organizational documents restated certificate of incorporation or bylaws of the Borrower or any SubsidiaryBorrower, as in effect on the Effective Date or (ii) any indentureindenture (including the Public Indenture), loan agreement or other similar agreement or instrument binding on the Borrower or any SubsidiaryBorrower. (d) The Borrower, its Subsidiaries and To the XXX Entities are in compliance with all laws, rules, regulations, orders, decrees and requirements of any Governmental Authority applicable to them or their properties, except where the necessity of compliance therewith is being contested in good faith by appropriate proceedings or such failure to comply would not have or would not reasonably be expected to cause a Material Adverse Change. None knowledge of the Borrower, its Subsidiaries or the XXX Entities, nor, to the knowledge of the Borrower or any of its Subsidiaries, any director, officer, agent, employee or Affiliate of the Borrower, is in violation of any applicable Anti-Corruption Law, including without limitation the FCPA, in any material respect. None of the Borrower, its Subsidiaries or the XXX Entities, nor, to the knowledge of the Borrower or any of its Subsidiaries, any director, officer, agent, employee or Affiliate of the Borrower, is in violation of any of the country or list based economic and trade sanctions administered and enforced by OFAC. None of the Borrower, its Subsidiaries or the XXX Entities, nor, to the knowledge of the Borrower or any of its Subsidiaries, any director, officer, agent, employee or Affiliate of the Borrower, (i) is a Sanctioned Person or a Sanctioned Entity, (ii) has more than ten percent (10%) of its assets located in Sanctioned Entities, or (iii) derives more than 10% of its operating income from investments in, or transactions with, Sanctioned Persons or Sanctioned Entities. (e) On on the Effective Date there are no actions, suits, proceedings or investigations pending or, to the knowledge of the Borrower, threatened against the Borrower, any Subsidiary or XXX Borrower before any Governmental Authority as to which, in the opinion of the Borrower, there is a reasonable possibility of an adverse determination and that, if adversely determined, could reasonably be expected, individually or in the aggregate, to constitute a Material Adverse Change. (fe) The consolidated balance sheets of the Borrower (and its predecessor entity) and its consolidated Subsidiaries as of December 31, 20152012, 2013 and 2014, and the related consolidated statements of income, partnersstockholders’ (or stockholders’) equity and cash flows for each of the years in the three-year period ended December 31, 20152014, audited by KPMG LLP, present fairly, in all material respects, the consolidated financial position of the Borrower and its consolidated Subsidiaries as of DecemberDecember 31, 2012, 2013 and 2014, and the results of their operations and their cash flows for each of the years in the three‑year period ended December 31, 2014, in conformity with GAAP applied on a consistent basis. (f) From December 31, 2014 through the Effective Date, there has been no Material Adverse Change. (g) Neither the Borrower nor any Subsidiary is an “investment company” as defined in, or subject to regulation under, the Investment Company Act of 1940. (h) No ERISA Event has occurred or is reasonably expected to occur that, when taken together with all other such ERISA Events for which liability is reasonably expected to occur, could reasonably be expected to result in a Material Adverse Change. The present value of all accumulated benefit obligations of all underfunded Plans (based on the assumptions used for purposes of ASC 715 (Accounting Standards Codification 715)) did not, as of the date of the most recent financial statements reflecting such amounts, exceed the fair market value of the assets of all such underfunded Plans by an amount that could reasonably be expected to result in a Material Adverse Change. (i) Neither the Information Memorandum nor any of the other reports, financial statements, certificates or other information concerning the Borrower or its subsidiaries (other than information of a general economic or industry specific nature) furnished in writing by or on behalf of the Borrower to the Agents or any Lender in connection with the negotiation of this Agreement or delivered hereunder (as modified or supplemented by other information so furnished), taken as a whole, contained any untrue statement of a material fact or omitted to state a material fact necessary in order to make the statements contained therein not materially misleading in light of the circumstances under which such statements are made, in each case as of the time so furnished; provided that, with respect to projected financial information, the Borrower represents only that such information was prepared in good faith based upon assumptions believed to be reasonable at the time, it being understood by the Credit Parties that projections by their nature are inherently uncertain and no assurances are being given that the results reflected in the projections will be achieved. (j) The Borrower’s Significant Subsidiaries as of December 31, 2014, are listed on Schedule II hereto. (k) The Borrower has filed all United States Federal income tax returns and all other material tax returns and reports required to be filed (or obtained extensions with respect thereto) and has paid all Taxes required to have been paid by it, except (i) Taxes the validity of which is being contested in good faith by appropriate proceedings, and with respect to which the Borrower, to the extent required by GAAP, has set aside on its books adequate reserves or (ii) to the extent the failure to do so (individually or collectively) would not reasonably be expected to result in a Material Adverse Change. (l) The Borrower has implemented and maintains in effect policies and procedures designed to ensure compliance by the Borrower, its Subsidiaries and their respective directors, officers, employees and agents with Anti-Corruption Laws and applicable Sanctions, and the Borrower, its Subsidiaries and their respective officers and employees and to the knowledge of the Borrower its directors and agents (acting in their capacity as an agent for the Borrower), are in compliance with Anti‑Corruption Laws and applicable Sanctions in all material respects. None of (i) the Borrower, any of its Subsidiaries or, to the knowledge of the Borrower, any of their respective directors, officers or employees, or (ii) to the knowledge of the Borrower, any agent of the Borrower or any of its Subsidiaries (acting in its capacity as an agent for the Borrower or any of its Subsidiaries) that will act in any capacity in connection with the credit facility established hereby, is a Sanctioned Person. No proceeds of any Borrowing will be used in a manner that will result in a Default under Section 5.05. (m) No Event of Default has occurred and is continuing.

Representations of the Borrower. The Borrower hereby represents to RUS that on the date hereof, the Closing Date, and warrants to the Administrative Agent and the Lenders thateach Requested Advance Date: (a) Each of the Borrower and each Subsidiary has been duly formed organized and is validly existing and in good standing as a cooperative association under the laws of the jurisdiction District of its organization and is qualified to do business as a foreign entity and is in good standing in each jurisdiction of the United States in which the ownership of its properties or the conduct of its business requires such qualification and where the failure to so qualify would constitute a Material Adverse Change.Columbia; (b) Each Loan Document the Borrower has the corporate power and authority to execute and deliver this Agreement and each of the other Bond Documents to which the Borrower is a party, to consummate the transactions contemplated hereby and thereby and to perform its obligations hereunder and thereunder; (c) the Borrower has taken all necessary corporate action to authorize the execution and delivery of this Agreement and each of the other Bond Documents to which the Borrower is a party, the consummation by the Borrower of the transactions contemplated hereby and thereby and the performance by the Borrower of its obligations hereunder and thereunder; (d) this Agreement and each of the other Bond Documents to which the Borrower is a party have been duly authorized, executed and delivered by the Borrower and such Loan Document constitutes a constitute the legal, valid and binding agreement obligations of the Borrower, enforceable against the Borrower in accordance with its their respective terms, subject to the effect of to: (i) applicable bankruptcy, reorganization, insolvency, fraudulent conveyance, reorganization moratorium and other similar laws of general applicability relating to or affecting creditors’ ' rights generally generally; and (ii) the application of general principles of equity (regardless of whether such enforceability is considered in a proceeding in equity or at law). There are ; (e) no actionsapproval, suits consent, authorization, order, waiver, exemption, variance, registration, filing, notification, qualification, license, permit or proceedings pending orother action is now, or under existing law in the future will be, required to be obtained, given, made or taken, as the knowledge case may be, with, from or by any regulatory body, administrative agency or governmental authority having jurisdiction over the Borrower to authorize the execution and delivery by the Borrower of this Agreement or any of the other Bond Documents to which the Borrower is a party, or the consummation by the Borrower of the transactions contemplated hereby or thereby or the performance by the Borrower of its obligations hereunder or thereunder; (f) neither the execution or delivery by the Borrower of this Agreement or any of the other Bond Documents to which the Borrower is a party nor the consummation by the Borrower of any of the transactions contemplated hereby or thereby nor the performance by the Borrower of its obligations hereunder or thereunder, including, without limitation, the pledge of the Pledged Securities (as such term is defined in the Pledge Agreement) to RUS if required, conflicts with or will conflict with, violates or will violate, results in or will result in a breach of, constitutes or will constitute a default under, or results in or will result in the imposition of any lien or encumbrance pursuant to any term or provision of the articles of incorporation or the bylaws of the Borrower or any Subsidiary, threatened against provision of any existing law or any rule or regulation currently applicable to the Borrower or any Subsidiary which purport to affect the legalityjudgment, validity order or enforceability decree of this Agreement any court or any other Loan Document. (c) The executionregulatory body, delivery and performance of each Loan Document by the Borrower will not violate administrative agency or conflict with (i) the organizational documents of governmental authority having jurisdiction over the Borrower or the terms of any Subsidiarymortgage, as in effect on the Effective Date or (ii) any indenture, loan agreement contract or other similar agreement or instrument binding on to which the Borrower is a party or any Subsidiary. (d) The Borrower, its Subsidiaries and the XXX Entities are in compliance with all laws, rules, regulations, orders, decrees and requirements of any Governmental Authority applicable to them or their properties, except where the necessity of compliance therewith is being contested in good faith by appropriate proceedings or such failure to comply would not have or would not reasonably be expected to cause a Material Adverse Change. None of the Borrower, its Subsidiaries or the XXX Entities, nor, to the knowledge of which the Borrower or any of its Subsidiariesproperties is bound; (g) there is no action, suit, proceeding or investigation before or by any director, officer, agent, employee or Affiliate of the Borrower, is in violation of any applicable Anti-Corruption Law, including without limitation the FCPA, in any material respect. None of the Borrower, its Subsidiaries or the XXX Entities, nor, to the knowledge of the Borrower court or any of its Subsidiariesregulatory body, any director, officer, agent, employee administrative agency or Affiliate of the Borrower, is in violation of any of the country or list based economic and trade sanctions administered and enforced by OFAC. None of the Borrower, its Subsidiaries or the XXX Entities, nor, to the knowledge of the Borrower or any of its Subsidiaries, any director, officer, agent, employee or Affiliate of the Borrower, (i) is a Sanctioned Person or a Sanctioned Entity, (ii) has more than ten percent (10%) of its assets located in Sanctioned Entities, or (iii) derives more than 10% of its operating income from investments in, or transactions with, Sanctioned Persons or Sanctioned Entities. (e) On the Effective Date there are no actions, suits, proceedings or investigations governmental authority presently pending or, to the knowledge of the Borrower, threatened against with respect to the Borrower, this Agreement or any Subsidiary or XXX before any Governmental Authority as to which, in the opinion of the Borrower, there other Bond Documents to which the Borrower is a reasonable possibility party challenging the validity or enforceability of an adverse determination and thatthis Agreement or any of the other Bond Documents to which the Borrower is a party or seeking to restrain, enjoin or otherwise prevent the consummation by the Borrower of the transactions contemplated by this Agreement or any of the other Bond Documents to which the Borrower is a party or which, if adversely determined, could reasonably be expectedwould have a material adverse effect on the Borrower's financial condition or its ability to perform its obligations under this Agreement or any of the other Bond Documents to which the Borrower is a party; (h) the Borrower is a lending institution organized as a private, individually not-for-profit, cooperative association with the appropriate expertise, experience and qualifications to make loans for electrification or telephone purposes; (i) the total principal amount of the Guaranteed Bond plus the outstanding amount of any other guaranteed bonds issued by the Borrower under the Program does not exceed the total principal amount of Concurrent Loans outstanding on the last day of the month immediately preceding the Closing Date; and (j) no material adverse change has occurred in the aggregate, to constitute a Material Adverse Change. (f) The consolidated balance sheets financial condition of the Borrower (and its predecessor entity) and its consolidated Subsidiaries as between the date of December 31, 2015, the Application and the related consolidated statements of income, partners’ (or stockholders’) equity and cash flows for each of the years in the three-year period ended December 31, 2015, audited by KPMG LLP, present fairly, in all material respects, the consolidated financial position of the Borrower and its consolidated Subsidiaries as of Decemberdate this representation is given.

Representations of the Borrower. The Borrower represents and warrants to the Administrative Agent and the Lenders that: (a) Each the representations and warranties set forth in the Credit Documents are true and correct in all material respects (or in all respects where qualified by materiality or Material Adverse Effect) on and as of the Borrower Second Amendment Effective Date after giving effect hereto with the same effect as though made on and each Subsidiary has been duly formed as of such date, except to the extent such representations and is validly existing and in good standing under the laws of the jurisdiction of its organization and is qualified warranties expressly relate to do business as a foreign entity and is in good standing in each jurisdiction of the United States an earlier date (in which the ownership case such representations and warranties shall be true and correct in all material respects as of its properties or the conduct of its business requires such qualification and where the failure to so qualify would constitute a Material Adverse Change.earlier date); (b) Each Loan Document has been duly authorized, executed and delivered by the Borrower and such Loan Document constitutes a valid and binding agreement no Event of the Borrower, enforceable in accordance with its terms, subject Default or Default shall exist immediately prior to or after giving effect to the effect of applicable bankruptcy, insolvency, fraudulent conveyance, reorganization and other similar laws affecting creditors’ rights generally and general principles of equity (whether considered in a proceeding in equity or law). There are no actions, suits or proceedings pending or, to the knowledge of the Borrower or any Subsidiary, threatened against the Borrower or any Subsidiary which purport to affect the legality, validity or enforceability of this Agreement or any other Loan Document.transactions contemplated hereunder; (c) The executionimmediately after giving effect to the transactions contemplated hereunder on the Second Amendment Effective Date, delivery and performance of each Loan Document by the Borrower will not violate or conflict with (i) the organizational documents sum of debt and other liabilities (including contingent liabilities) of Parent and its Subsidiaries, taken as a whole, does not exceed the Borrower or any Subsidiarypresent fair saleable value of Parent and its Subsidiaries, taken as in effect on a whole, and the Effective Date or present assets of Parent and its Subsidiaries, taken as a whole; (ii) any indenturethe capital of Parent and its Subsidiaries, loan agreement or other similar agreement or instrument binding on taken as a whole, is not unreasonably small in relation to their business as contemplated to be conducted after the Borrower or any Subsidiary. (d) The Borrower, its Subsidiaries Second Amendment Effective Date and the XXX Entities are in compliance with all lawsconsummation of the transactions hereunder; and (iii) Parent and its Subsidiaries, rulestaken as a whole, regulationshave not incurred and do not intend to incur, ordersor believe (nor should it reasonably believe) that they will incur, decrees debts and requirements liabilities (including contingent liabilities) beyond their ability to pay such debts and liabilities as they become due (whether at maturity or otherwise). For purposes hereof, the amount of any Governmental Authority applicable to them or their propertiescontingent liability at any time shall be computed as the amount that, except where in light of all of the necessity of compliance therewith is being contested in good faith by appropriate proceedings or facts and circumstances existing at such failure to comply would not have or would not time, represents the amount that can reasonably be expected to cause a Material Adverse Changebecome an actual or matured liability (irrespective of whether such contingent liabilities meet the criteria for accrual under Statement of Financial Accounting Standards No. None of the Borrower, its Subsidiaries or the XXX Entities, nor, to the knowledge of the Borrower or any of its Subsidiaries, any director, officer, agent, employee or Affiliate of the Borrower, is in violation of any applicable Anti-Corruption Law, including without limitation the FCPA, in any material respect. None of the Borrower, its Subsidiaries or the XXX Entities, nor, to the knowledge of the Borrower or any of its Subsidiaries, any director, officer, agent, employee or Affiliate of the Borrower, is in violation of any of the country or list based economic and trade sanctions administered and enforced by OFAC. None of the Borrower, its Subsidiaries or the XXX Entities, nor, to the knowledge of the Borrower or any of its Subsidiaries, any director, officer, agent, employee or Affiliate of the Borrower, (i) is a Sanctioned Person or a Sanctioned Entity, (ii) has more than ten percent (10%) of its assets located in Sanctioned Entities, or (iii) derives more than 10% of its operating income from investments in, or transactions with, Sanctioned Persons or Sanctioned Entities5). (e) On the Effective Date there are no actions, suits, proceedings or investigations pending or, to the knowledge of the Borrower, threatened against the Borrower, any Subsidiary or XXX before any Governmental Authority as to which, in the opinion of the Borrower, there is a reasonable possibility of an adverse determination and that, if adversely determined, could reasonably be expected, individually or in the aggregate, to constitute a Material Adverse Change. (f) The consolidated balance sheets of the Borrower (and its predecessor entity) and its consolidated Subsidiaries as of December 31, 2015, and the related consolidated statements of income, partners’ (or stockholders’) equity and cash flows for each of the years in the three-year period ended December 31, 2015, audited by KPMG LLP, present fairly, in all material respects, the consolidated financial position of the Borrower and its consolidated Subsidiaries as of December

Representations of the Borrower. The Borrower represents and warrants to the Administrative Agent and the Lenders that: (a) Each of the Borrower It is a corporation, duly organized and each Subsidiary has been duly formed and is validly existing and in good standing under the laws of the jurisdiction of Cayman Islands and has the requisite power and authority (i) to carry on its organization and is qualified to do business as a foreign entity presently conducted, (ii) to enter into and is perform its obligations under each Loan Document, (iii) to borrow moneys, and (iv) to mortgage the Vessel and give the security provided in good standing in each jurisdiction of the United States in which the ownership of its properties or the conduct of its business requires such qualification and where the failure to so qualify would constitute a Material Adverse ChangeLoan Documents. (b) Each The execution, delivery and performance by the Borrower of each Loan Document and any other instrument or agreement provided for by this Agreement, have been duly authorized by all necessary corporate action, do not require stockholder approval other than such as has been duly obtained or given, do not or will not contravene any of the terms of its articles of incorporation or by-laws, or comparable documents, and will not violate any provision of law or of any order of any court or governmental agency or constitute (with or without notice or lapse of time or both) a default under, or result (except as contemplated by this Agreement and the Loan Documents) in the creation of any security interest, lien, charge or encumbrance upon any of its properties or assets of the Borrower pursuant to, any agreement, indenture or other instrument to which the Borrower is a party or by which the Borrower may be bound; each Loan Document has been duly authorized, executed and delivered by the Borrower and such Loan Document constitutes a its legal, valid and binding agreement of the Borroweror instrument, enforceable in accordance with its termsthe respective terms thereof. The enforceability of the Loan Documents, however, is subject to the effect of all applicable bankruptcy, insolvency, fraudulent conveyancereorganization, reorganization moratorium and other similar laws affecting creditors’ the rights generally of creditors and to general principles of equity (whether considered in a proceeding in equity or law). There are no actions, suits or proceedings pending or, to the knowledge of the Borrower or any Subsidiary, threatened against the Borrower or any Subsidiary which purport to affect the legality, validity or enforceability of this Agreement or any other Loan Documentprinciples. (c) The There are no suits or proceedings pending or to its knowledge threatened against or affecting the Borrower which if adversely determined would have a material adverse effect upon its financial condition, operations or business. (d) Other than such as have been obtained, no license, consent or approval of any Governmental Agency or other regulatory authority is required for the execution, delivery and performance of each any Loan Document or any instrument contemplated herein or therein. The Borrower is the holder of all certificates and authorizations of governmental authorities required by law to enable it to engage in the business transacted by it. (e) No part of the proceeds of the Loan will be used for any purpose that violates the provisions of any of Regulation T, U or X of the Board of Governors of the Federal Reserve System or any other regulation of such Board of Governors. The Borrower is not engaged in the business of extending credit to others for the purpose of purchasing or carrying margin stock within the meaning of Regulations T, U and X of the Board of Governors of the Federal Reserve System. If requested by the Lender, the Borrower will furnish to the Lender in connection with the Loan hereunder a statement in conformity with the requirements of Federal Reserve Form U-1 referred to in said Regulation U. The Borrower is not an investment company or a company “controlled” by an “investment company” (as each of such terms is defined or used in the Investment Company Act of 1940, as amended). No proceeds of the Loan will be used to acquire any security in any transaction which is subject to Sections 13 and 14 of the Securities Exchange Act of 1934, as amended. (f) The Vessel is and will be on the Closing Date: (i) owned by the Borrower will not violate or conflict with (i) free and clear of all liens, charges and rights of others except the organizational documents of the Borrower or any Subsidiary, as in effect on the Effective Date or Mortgage and (ii) any indentureduly documented, loan agreement or other similar agreement or instrument binding on the Borrower or any Subsidiaryin good condition, working order and repair. (dg) The Borrower, its Subsidiaries Borrower has filed or caused to be filed all tax returns required by any applicable jurisdiction which are required to be filed and has paid or caused to be paid all taxes as shown on such returns or on any assessment received by it to the XXX Entities are in compliance with all laws, rules, regulations, orders, decrees extent that such taxes have become due and requirements of any Governmental Authority applicable except as to them or their properties, except where the necessity of compliance therewith is such taxes being contested in good faith by appropriate proceedings for which adequate reserves are being maintained. The Borrower has set up reserves to the extent believed by it to be adequate for the payment of additional taxes for years which have not been audited by the respective tax authorities. (h) The Borrower has no subsidiaries. (i) The Borrower has duly complied in all material respects with, and the Vessel and its other properties and operations are in compliance in all material respects with, the provisions of all applicable environmental, health and safety laws, codes and ordinances and all rules and regulations promulgated thereunder of all Governmental Agencies unless such compliance would violate the Laws or such failure to comply would not have or would not reasonably be expected to cause a Material Adverse Change. None regulations of the Borrowerjurisdiction in which the Vessels are operating. (ii) As of the date of this Agreement, its Subsidiaries or the XXX Entities, nor, except as disclosed to the knowledge of Lender in writing, the Borrower or has received no notice from any Governmental Agency, and has no knowledge, of its Subsidiaries, any director, officer, agent, employee or Affiliate of the Borrower, is in fact(s) which constitute a violation of any applicable Anti-Corruption Lawenvironmental, including without limitation health or safety laws, codes or ordinances, and any rules or regulations promulgated thereunder of all Governmental Agencies, which relate to the FCPA, in any use or ownership of the Vessel or other properties owned or operated by the Borrower that would have a material respect. None adverse effect on the business or operations of the Borrower. (iii) The Borrower has been issued all required permits, its Subsidiaries licenses, certificates and approvals of all Governmental Agencies relating to (A) air emissions, (B) discharges to surface water or ground water, (C) noise emissions, (D) solid or liquid waste disposal, (E) the XXX Entitiesuse, norgeneration, storage, transportation, treatment, recycling or disposal of Hazardous Substances or (F) other environmental, health or safety matters which are material and necessary for the ownership or operation of the Vessel or other properties owned or operated by the Borrower, the failure to have issued would have a material adverse effect on the Borrower’s business or operations, and such permits, licenses, certificates and approvals are in full force and effect on the date of this Agreement. (iv) Except as disclosed to the Lender in writing, to the knowledge of the Borrower or any of its Subsidiaries, any director, officer, agent, employee or Affiliate best of the Borrower’s knowledge, is except in violation accordance with a valid governmental permit, license, certificate or approval, there has been no spill or unauthorized discharge or release of any Hazardous Substance to the environment at, from, or as a result of any operations on the country Vessel or list based economic other properties and trade sanctions administered and enforced operations owned or operated by OFAC. None the Borrower required to be reported to any Governmental Agency, which would have a material adverse effect on the business or operations of the Borrower, its Subsidiaries or the XXX Entities, nor, . (v) Except as disclosed to the knowledge Lender in writing, there has been no complaint, compliance order, compliance schedule, notice letter, notice of citation or other similar notice from any applicable environmental agency which concerns the operations of the Borrower Vessel or any of its Subsidiaries, any director, officer, agent, employee other properties owned or Affiliate of operated by the Borrower, which, if adversely determined as to the Borrowers, would have a material adverse effect on the business or operations of the Borrowers. (j) All representations and warranties made by the Borrower pursuant to any Loan Document or made in any certificate or written statement delivered pursuant thereto (i) is do not contain any untrue statement of or omit to state a Sanctioned Person material fact necessary to make the statements contained herein or a Sanctioned Entity, therein not misleading and (ii) has more than ten percent (10%) shall survive the making of its assets located in Sanctioned Entities, or (iii) derives more than 10% of its operating income from investments in, or transactions with, Sanctioned Persons or Sanctioned Entities. (e) On the Effective Date there are no actions, suits, proceedings or investigations pending or, Loan hereunder and the execution and delivery to the knowledge Lender of the Borrower, threatened against the Borrower, Note and any Subsidiary or XXX before any Governmental Authority as to which, in the opinion of the Borrower, there is a reasonable possibility of an adverse determination and that, if adversely determined, could reasonably be expected, individually or in the aggregate, to constitute a Material Adverse Changeother Loan Document. (f) The consolidated balance sheets of the Borrower (and its predecessor entity) and its consolidated Subsidiaries as of December 31, 2015, and the related consolidated statements of income, partners’ (or stockholders’) equity and cash flows for each of the years in the three-year period ended December 31, 2015, audited by KPMG LLP, present fairly, in all material respects, the consolidated financial position of the Borrower and its consolidated Subsidiaries as of December

Representations of the Borrower. The Borrower represents and warrants to the Administrative Agent and the Lenders thatas follows: (a) Each of the The Borrower and each Subsidiary has been duly formed incorporated and is validly existing and in good standing under the laws of the jurisdiction State of its organization incorporation, and is qualified the Borrower has all requisite power and authority to do business as a foreign entity and is in good standing in each jurisdiction of the United States in which the ownership of conduct its business, to own or lease its properties or and to execute, deliver and perform its obligations under this Agreement and the conduct of its business requires such qualification and where the failure to so qualify would constitute a Material Adverse Change.Fee Letter; (b) Each Loan Document The execution, delivery and performance by the Borrower of this Agreement, the Fee Letter and of any Note has been duly authorizedauthorized by all necessary corporate action, and does not and will not violate any provision of any law or regulation or contractual restrictions binding on the Borrower and material to the Borrower and its subsidiaries, taken as a whole; (c) This Agreement and the Fee Letter constitute, and any Notes which are duly executed and delivered by the Borrower and such Loan Document constitutes a will constitute, legal, valid and binding agreement obligations of the Borrower, enforceable in accordance with its their respective terms, subject however to the effect of applicable bankruptcy, insolvency, fraudulent conveyance, reorganization and other similar laws affecting creditors’ rights generally and (i) general principles of equity (equity, regardless of whether considered in a proceeding in equity or law). There are at law and (ii) bankruptcy, insolvency, reorganization, moratorium and other similar laws affecting creditors’ rights, generally, heretofore or hereafter enacted; (d) As of the date hereof, no actionslitigation, suits investigation or proceedings proceeding of or before any arbitrator or Governmental Authority is pending or, to the knowledge of the Borrower or any SubsidiaryBorrower, threatened by or against the Borrower or against any Subsidiary which purport of its properties or revenues (i) with respect to affect the legality, validity or enforceability of this Agreement or any other Loan Document. of the transactions contemplated hereby; and (cii) The execution, delivery and performance of each Loan Document by the Borrower will not violate or conflict with except as (ix) the organizational documents disclosed in public filings of the Borrower or any Subsidiaryprior to the date hereof, as (y) set forth in effect on the Effective Date Schedule I hereto or (iiz) any indentureotherwise disclosed to the Lenders prior to the date hereof, loan agreement or other similar agreement or instrument binding on the Borrower or any Subsidiary. (d) The Borrower, its Subsidiaries and the XXX Entities are in compliance with all laws, rules, regulations, orders, decrees and requirements of any Governmental Authority applicable to them or their properties, except where the necessity of compliance therewith is being contested in good faith by appropriate proceedings or such failure to comply would not have or would not that could reasonably be expected to cause have a Material Adverse Change. None Effect (as defined below); and (i) The consolidated balance sheet of the Borrower and its statements of income, stockholders’ equity and cash flows as of and for the fiscal year ending December 31, 2016, as filed with the Securities and Exchange Commission, present fairly, in all material respects, the financial position and results of operations and cash flows of the Borrower and its consolidated subsidiaries as of such date and for such periods in accordance with generally accepted accounting standards in the United States (“GAAP”); and (ii) except as (x) disclosed in public filings of the Borrower prior to the date hereof, (y) set forth in Schedule I hereto or (z) otherwise disclosed to the Lenders prior to the date hereof, since such last fiscal year-end to the date hereof, no fact, event or circumstance has occurred that has had or could reasonably be expected to have a Material Adverse Effect (defined below) with respect to the Borrower and its subsidiaries taken as a whole. (f) The Borrower maintains in effect policies and procedures designed to ensure compliance by the Borrower, its Subsidiaries or the XXX Entitiessubsidiaries and their respective directors, norofficers, employees and agents with Anti-Corruption Laws and applicable Sanctions. The Borrower and its subsidiaries and, to the knowledge of the Borrower or any of its Subsidiaries, any director, officer, agent, employee or Affiliate of the Borrower, is their respective directors, officers, employees and agents, are in violation of any applicable compliance with Anti-Corruption LawLaws and applicable Sanctions in all material respects, including without limitation the FCPAand no action, in suit or proceeding by or before any material respect. None of the Borrower, its Subsidiaries or the XXX Entities, nor, to the knowledge of Governmental Authority involving the Borrower or any of its Subsidiaries, any director, officer, agent, employee subsidiaries with respect to Anti-Corruption Laws or Affiliate of the Borrower, Sanctions is in violation of any of the country or list based economic and trade sanctions administered and enforced by OFAC. None of the Borrower, its Subsidiaries or the XXX Entities, nor, to the knowledge of the Borrower or any of its Subsidiaries, any director, officer, agent, employee or Affiliate of the Borrower, (i) is a Sanctioned Person or a Sanctioned Entity, (ii) has more than ten percent (10%) of its assets located in Sanctioned Entities, or (iii) derives more than 10% of its operating income from investments in, or transactions with, Sanctioned Persons or Sanctioned Entities. (e) On the Effective Date there are no actions, suits, proceedings or investigations pending or, to the knowledge of the Borrower, threatened against threatened. None of the Borrower or any subsidiary nor, to the knowledge of the Borrower or such subsidiary, any of their respective directors, officers or employees or any of their respective agents that will act in any capacity in connection with or benefit from the credit facility established hereby, is a Sanctioned Person. (g) The Borrower shall use the proceeds of the Loans hereunder for its general corporate purposes. No part of the proceeds of the Loans or the transactions contemplated hereby will be used by the Borrower (i) in violation of Anti-Corruption Laws or applicable Sanctions or (ii) whether directly or indirectly, and whether immediately, incidentally or ultimately, to purchase, acquire or carry any margin stock or for any purpose that entails a violation of any of the regulations of the Board of Governors of the Federal Reserve System, including Regulations T, U and X. (h) The Borrower maintains in effect policies and procedures designed to ensure compliance by the Borrower, any Subsidiary or XXX before any Governmental Authority as to whichits subsidiaries and their respective directors, in officers, employees and agents with the opinion of the Borrower, there is a reasonable possibility of an adverse determination and that, if adversely determined, could reasonably be expected, individually or in the aggregate, to constitute a Material Adverse Change. (f) Anti-Money Laundering Laws. The consolidated balance sheets of the Borrower (and its predecessor entity) and its consolidated Subsidiaries as of December 31, 2015, and the related consolidated statements of income, partners’ (or stockholders’) equity and cash flows for each of the years in the three-year period ended December 31, 2015, audited by KPMG LLP, present fairly, in all material respects, the consolidated financial position operations of the Borrower and its consolidated Subsidiaries as subsidiaries are in compliance in all material respects with the Bank Secrecy Act and implementing regulations and the applicable anti-money laundering statutes of Decemberjurisdictions where the Borrower and its subsidiaries conduct business, and the rules and regulations thereunder (collectively, the “Anti‑Money Laundering Laws”), and no action, suit or proceeding by or before any Governmental Authority involving the Borrower or any of its subsidiaries with respect to the Anti-Money Laundering Laws is pending or, to the knowledge of the Borrower, threatened. (i) The Borrower is not an EEA Financial Institution. As used herein:

Representations of the Borrower. The Borrower represents and warrants After giving effect to the Administrative Agent and amendments contained herein, on the Lenders Amendment No. 1 Effective Date, the Borrower hereby confirms that: (a) Each of the Borrower and each Subsidiary has been duly formed and is validly existing and in good standing under the laws of the jurisdiction of its organization and is qualified to do business as a foreign entity and is in good standing in each jurisdiction of the United States in which the ownership of its properties or the conduct of its business requires such qualification and where the failure to so qualify would constitute a Material Adverse Change. (b) Each Loan Document this Amendment has been duly authorized, executed and delivered by the Borrower and such Loan Document constitutes a the legal, valid and binding agreement obligations of the Borrower, Borrower enforceable against the Borrower in accordance with its terms, subject to the effect of applicable bankruptcy, insolvency, fraudulent conveyancereorganization, reorganization and moratorium or other similar laws affecting creditors’ rights generally and subject to general principles of equity (equity, regardless of whether considered in a proceeding in equity or at law); (b) the representations and warranties of the Borrower contained in Article III of the Credit Agreement (after giving affect to this Amendment) or any other Loan Document that are qualified by materiality shall be true and correct and the representations and warranties that are not so qualified shall be true and correct in all material respects, in each case, on and as of the Amendment No. There are no actions1 Effective Date with the same effect as though made on and as of the date hereof; and (c) after giving effect to this Amendment, suits the execution, delivery and performance by the Borrower of this Amendment (i) do not require any consent or proceedings pending orapproval of, registration or filing with, or any other action by, any Governmental Authority, except, to the knowledge extent applicable, (1) such as have been obtained or made and are in full force and effect, (2) filings necessary to perfect Liens created under the Loan Documents, (3) any consent, approval, registration, filing or other action required for the exercise of remedies under the Collateral Documents and (4) filings with the SEC in connection with this Amendment that will be made when required, (ii) will not violate the Organizational Documents of the Borrower or any Subsidiary, threatened against (iii) will not violate any Requirement of Law applicable to the Borrower or any Subsidiary, (iv) will not violate or result in a default under any indenture, agreement or other instrument binding upon the Borrower or any Subsidiary which purport or their respective assets, or give rise to affect the legality, validity or enforceability of this Agreement or a right thereunder to require any other Loan Document. (c) The execution, delivery and performance of each Loan Document payment to be made by the Borrower or any Subsidiary or give rise to a right of, or result in, termination, cancelation or acceleration of any obligation thereunder, and (v) will not violate result in the creation or conflict with (i) the organizational documents imposition of any Lien on any asset of the Borrower or any Subsidiary, as in effect on except Liens created under the Effective Date or (ii) any indenture, loan agreement or other similar agreement or instrument binding on the Borrower or any Subsidiary. (d) The Borrower, its Subsidiaries and the XXX Entities are in compliance with all laws, rules, regulations, orders, decrees and requirements of any Governmental Authority applicable to them or their propertiesLoan Documents, except where in the necessity case of compliance therewith is being contested in good faith by appropriate proceedings or such failure to comply would not have or would not reasonably be expected to cause a Material Adverse Change. None of the Borrower, its Subsidiaries or the XXX Entities, nor, to the knowledge of the Borrower or any of its Subsidiaries, any director, officer, agent, employee or Affiliate of the Borrower, is in violation of any applicable Anti-Corruption Law, including without limitation the FCPA, in any material respect. None of the Borrower, its Subsidiaries or the XXX Entities, nor, to the knowledge of the Borrower or any of its Subsidiaries, any director, officer, agent, employee or Affiliate of the Borrower, is in violation of any of the country or list based economic and trade sanctions administered and enforced by OFAC. None of the Borrower, its Subsidiaries or the XXX Entities, nor, to the knowledge of the Borrower or any of its Subsidiaries, any director, officer, agent, employee or Affiliate of the Borrower, (i) is a Sanctioned Person or a Sanctioned Entity, (ii) has more than ten percent (10%) of its assets located in Sanctioned Entities, or clauses (iii) derives more than 10% of its operating income from investments in, or transactions with, Sanctioned Persons or Sanctioned Entities. and (eiv) On the Effective Date there are no actions, suits, proceedings or investigations pending or, to the knowledge of the Borrower, threatened against the Borrower, any Subsidiary or XXX before any Governmental Authority as to which, in the opinion of the Borrower, there is a reasonable possibility of an adverse determination and that, if adversely determined, could reasonably be expectedabove where such violations, individually or in the aggregate, could not reasonably be expected to constitute result in a Material Adverse ChangeEffect. (f) The consolidated balance sheets of the Borrower (and its predecessor entity) and its consolidated Subsidiaries as of December 31, 2015, and the related consolidated statements of income, partners’ (or stockholders’) equity and cash flows for each of the years in the three-year period ended December 31, 2015, audited by KPMG LLP, present fairly, in all material respects, the consolidated financial position of the Borrower and its consolidated Subsidiaries as of December

Representations of the Borrower. The Borrower represents and warrants to the Administrative Agent and the Lenders that: (a) Each the representations and warranties set forth in Article 3 of the Borrower Credit Agreement and each Subsidiary has been duly formed other Loan Document shall be true and is validly existing correct in all material respects, in each case, on and in good standing under the laws as of the jurisdiction of its organization date hereof and is qualified to do business on and as a foreign entity and is in good standing in each jurisdiction of the United States Amendment Effective Date, with the same effect as though made on and as of such date, except to the extent such representations and warranties expressly relate to an earlier date (in which the ownership case such representations and warranties shall be true and correct in all material respects as of its properties or the conduct of its business requires such qualification and where the failure to so qualify would constitute a Material Adverse Change.earlier date); (b) Each on and as of the date hereof and immediately after giving effect to this Amendment and the transactions contemplated hereby, no Default or Event of Default shall have occurred and be continuing; (c) on and as of the date hereof, (i) it has the power and authority to execute and deliver this Amendment and perform its obligations under the Amended Credit Agreement and each other Loan Document, (ii) all corporate action required to be taken for the due and proper authorization, execution and delivery of this Amendment and the performance of the obligations under the Amended Credit Agreement and each other Loan Document has been duly authorizedand validly taken, and (iii) this Amendment has been duly executed and delivered by it, (d) no action, consent or approval of, registration or filing with or any other action by any Governmental Authority is or will be required in connection the Borrower execution and delivery of this Amendment by it, except for such actions, consents, registrations or other actions the failure of which to take or obtain could not reasonably be expected to have a Material Adverse Effect; and (e) on and as of the Amendment Effective Date, this Amendment, the Credit Agreement and each other Loan Document constitutes will constitute a legal, valid and binding agreement obligation of the Borrower, enforceable against the Borrower in accordance with its terms, subject to the effect of applicable bankruptcy, insolvency, fraudulent conveyancereorganization, reorganization and moratorium or other similar laws affecting creditors’ rights generally and subject to general principles of equity (equity, regardless of whether considered in a proceeding in equity or at law). There are no actions, suits or proceedings pending or, to the knowledge of the Borrower or any Subsidiary, threatened against the Borrower or any Subsidiary which purport to affect the legality, validity or enforceability of this Agreement or any other Loan Document. (c) The execution, delivery and performance of each Loan Document by the Borrower will not violate or conflict with (i) the organizational documents of the Borrower or any Subsidiary, as in effect on the Effective Date or (ii) any indenture, loan agreement or other similar agreement or instrument binding on the Borrower or any Subsidiary. (d) The Borrower, its Subsidiaries and the XXX Entities are in compliance with all laws, rules, regulations, orders, decrees and requirements of any Governmental Authority applicable to them or their properties, except where the necessity of compliance therewith is being contested in good faith by appropriate proceedings or such failure to comply would not have or would not reasonably be expected to cause a Material Adverse Change. None of the Borrower, its Subsidiaries or the XXX Entities, nor, to the knowledge of the Borrower or any of its Subsidiaries, any director, officer, agent, employee or Affiliate of the Borrower, is in violation of any applicable Anti-Corruption Law, including without limitation the FCPA, in any material respect. None of the Borrower, its Subsidiaries or the XXX Entities, nor, to the knowledge of the Borrower or any of its Subsidiaries, any director, officer, agent, employee or Affiliate of the Borrower, is in violation of any of the country or list based economic and trade sanctions administered and enforced by OFAC. None of the Borrower, its Subsidiaries or the XXX Entities, nor, to the knowledge of the Borrower or any of its Subsidiaries, any director, officer, agent, employee or Affiliate of the Borrower, (i) is a Sanctioned Person or a Sanctioned Entity, (ii) has more than ten percent (10%) of its assets located in Sanctioned Entities, or (iii) derives more than 10% of its operating income from investments in, or transactions with, Sanctioned Persons or Sanctioned Entities. (e) On the Effective Date there are no actions, suits, proceedings or investigations pending or, to the knowledge of the Borrower, threatened against the Borrower, any Subsidiary or XXX before any Governmental Authority as to which, in the opinion of the Borrower, there is a reasonable possibility of an adverse determination and that, if adversely determined, could reasonably be expected, individually or in the aggregate, to constitute a Material Adverse Change. (f) The consolidated balance sheets of the Borrower (and its predecessor entity) and its consolidated Subsidiaries as of December 31, 2015, and the related consolidated statements of income, partners’ (or stockholders’) equity and cash flows for each of the years in the three-year period ended December 31, 2015, audited by KPMG LLP, present fairly, in all material respects, the consolidated financial position of the Borrower and its consolidated Subsidiaries as of December

Representations of the Borrower. The Borrower represents and warrants to the Administrative Agent and the Lenders that: (a) Each of the The Borrower and each Subsidiary has been Guarantor is a corporation, limited partnership or a limited liability company, as the case may be, duly formed organized and is validly existing and existing, in good standing under the laws of the jurisdiction state of its organization incorporation and is qualified has the requisite power and authority (i) to do carry on its business as presently conducted, (ii) to enter into and perform its obligations under each Loan Document to which it is a foreign entity party, and is in good standing in each jurisdiction (iii) to borrow moneys and guarantee the debts of the United States in which the ownership of its properties or the conduct of its business requires such qualification and where the failure to so qualify would constitute a Material Adverse Changeothers. (b) Each The execution, delivery and performance by the Borrower and each Guarantor of each Loan Document to which it is a party, and any other instrument or agreement provided for by this Agreement, have been duly authorized by all necessary corporate or partnership action, do not require stockholder, partner or member approval other than such as has been duly authorizedobtained or given, do not or will not contravene any of the terms of its articles of incorporation or by-laws, partnership agreement, certificate of formation, operating agreement or similar such document, and will not violate any provision of law or of any order of any court or governmental agency if such violation would result in a material adverse effect, or constitute (with or without notice or lapse of time or both) a default under, or result (except as contemplated by this Agreement) in the creation of any security interest, lien, charge or encumbrance upon any of its properties or assets pursuant to, any agreement, indenture or other instrument to which it is a party or by which it may be bound; this Agreement and each Loan Document to which it is a party has been duly executed and delivered by the Borrower and such Loan Document each Guarantor and constitutes a its legal, valid and binding agreement of the Borroweror instrument, enforceable in accordance with its terms, subject to the effect of applicable bankruptcy, insolvency, fraudulent conveyance, reorganization and other similar laws affecting creditors’ rights generally and general principles of equity (whether considered in a proceeding in equity or law). There are no actions, suits or proceedings pending or, to the knowledge of the Borrower or any Subsidiary, threatened against the Borrower or any Subsidiary which purport to affect the legality, validity or enforceability of this Agreement or any other Loan Documentrespective terms thereof. (c) The executionOther than class action suits previously disclosed to the Lenders, delivery and performance of each Loan Document by the Borrower will not violate there are no suits or conflict with (i) the organizational documents of proceedings pending or to its knowledge threatened against or affecting the Borrower or any Subsidiary, as in effect on the Effective Date or (ii) any indenture, loan agreement or other similar agreement or instrument binding on the Borrower or any SubsidiaryGuarantor which if adversely determined would have a material adverse effect. (d) The Borrower, its Subsidiaries and the XXX Entities are in compliance with all laws, rules, regulations, orders, decrees and requirements principal place of any Governmental Authority applicable to them or their properties, except where the necessity of compliance therewith is being contested in good faith by appropriate proceedings or such failure to comply would not have or would not reasonably be expected to cause a Material Adverse Change. None of the Borrower, its Subsidiaries or the XXX Entities, nor, to the knowledge business of the Borrower or any of its Subsidiariesand the Guarantors and the place where all records relating to the transactions contemplated hereby, any director, officer, agent, employee or Affiliate including records relating to the operations of the BorrowerRigs are kept is 4005 Xxxxxxxxx Xxxxxxxxxx, is in violation of any applicable Anti-Corruption LawXxxxx 000X, including without limitation the FCPAXxxxxxxx Xxxx, in any material respect. None of the Borrower, its Subsidiaries or the XXX Entities, nor, to the knowledge of the Borrower or any of its Subsidiaries, any director, officer, agent, employee or Affiliate of the Borrower, is in violation of any of the country or list based economic and trade sanctions administered and enforced by OFAC. None of the Borrower, its Subsidiaries or the XXX Entities, nor, to the knowledge of the Borrower or any of its Subsidiaries, any director, officer, agent, employee or Affiliate of the Borrower, (i) is a Sanctioned Person or a Sanctioned Entity, (ii) has more than ten percent (10%) of its assets located in Sanctioned Entities, or (iii) derives more than 10% of its operating income from investments in, or transactions with, Sanctioned Persons or Sanctioned EntitiesXxxxxxxx 00000. (e) On the Effective Date there are Other than such as have been obtained, no actionslicense, suitsconsent, proceedings approval of or investigations pending or, to the knowledge of the Borrower, threatened against the Borrower, any Subsidiary filing or XXX before registration with any Governmental Authority as to which, in the opinion of the Borrower, there Agency or other regulatory authority is a reasonable possibility of an adverse determination and that, if adversely determined, could reasonably be expected, individually or in the aggregate, to constitute a Material Adverse Change. (f) The consolidated balance sheets of the Borrower (and its predecessor entity) and its consolidated Subsidiaries as of December 31, 2015, and the related consolidated statements of income, partners’ (or stockholders’) equity and cash flows for each of the years in the three-year period ended December 31, 2015, audited by KPMG LLP, present fairly, in all material respects, the consolidated financial position of the Borrower and its consolidated Subsidiaries as of Decemberrequired

Representations of the Borrower. The Borrower represents makes the following representations and warrants to the Administrative Agent and the Lenders thatwarranties: (a) Each of the The Borrower is a corporation duly organized and each Subsidiary has been duly formed and is validly existing and in good standing under the laws of the jurisdiction State of its organization and is qualified to do business as a foreign entity and is in good standing in each jurisdiction of the United States in which the ownership of its properties or the conduct of its business requires such qualification and where the failure to so qualify would constitute a Material Adverse Change.Delaware; (b) Each Loan Document The Borrower has full power and authority to execute and deliver this Agreement and to enter into and carry out the transactions contemplated on its part herein and therein. Such execution, delivery and performance are not in contravention of applicable local, state or federal law or the Borrower’s certificate of incorporation, or any indenture, agreement or undertaking which is material to the Borrower to which the Borrower is a party or by which it is bound (provided that the foregoing does not apply to any action required under state securities or Blue Sky laws in connection with the original sale by the Authority and purchase and distribution of the Bonds). This Agreement has, by proper action, been duly authorized, executed and delivered by the Borrower and such Loan Document constitutes a all steps necessary have been taken by the Borrower to constitute this Agreement valid and binding agreement obligations of the Borrower, enforceable in accordance with its terms, subject to the effect of except as enforceability may be limited by applicable bankruptcy, insolvency, fraudulent conveyancereorganization, reorganization and other moratorium or similar laws affecting creditors’ the rights of creditors generally and by general principles of equity (regardless of whether considered enforcement thereof is sought in a proceeding at law or in equity or lawequity). There are no actions, suits or proceedings pending or, to the knowledge of the Borrower or any Subsidiary, threatened against the Borrower or any Subsidiary which purport to affect the legality, validity or enforceability of this Agreement or any other Loan Document.; (c) The execution, delivery and performance of each Loan Document by the Borrower will not violate or conflict with (i) the organizational documents Each component of the Borrower or any SubsidiaryProjects constitutes “nonresidential real property” within the meaning of the GO Zone Act, as in effect on including fixed improvements associated with such property, and is or, when acquired, will be located within the Effective Date or (ii) any indenture, loan agreement or other similar agreement or instrument binding on geographical limits of the Borrower or any Subsidiary.State of Louisiana and within the area comprising the “Gulf Opportunity Zone” pursuant to the GO Zone Act; (d) The BorrowerProjects constitute an “Authorized Project” under La. R.S. 33:4548.3.B, its Subsidiaries and the XXX Entities are in compliance with all laws, rules, regulations, orders, decrees and requirements of any Governmental Authority applicable to them or their properties, except where Borrower will operate the necessity of compliance therewith is being contested in good faith by appropriate proceedings or such failure to comply would not have or would not reasonably be expected to cause a Material Adverse Change. None of Projects as an “Authorized Project” under La. R.S. 33:4548.3.B for so long as the Borrower, its Subsidiaries or the XXX Entities, nor, to the knowledge of the Borrower or any of its Subsidiaries, any director, officer, agent, employee or Affiliate of the Borrower, is in violation of any applicable Anti-Corruption Law, including without limitation the FCPA, in any material respect. None of the Borrower, its Subsidiaries or the XXX Entities, nor, to the knowledge of the Borrower or any of its Subsidiaries, any director, officer, agent, employee or Affiliate of the Borrower, is in violation of any of the country or list based economic and trade sanctions administered and enforced by OFAC. None of the Borrower, its Subsidiaries or the XXX Entities, nor, to the knowledge of the Borrower or any of its Subsidiaries, any director, officer, agent, employee or Affiliate of the Borrower, (i) is a Sanctioned Person or a Sanctioned Entity, (ii) has more than ten percent (10%) of its assets located in Sanctioned Entities, or (iii) derives more than 10% of its operating income from investments in, or transactions with, Sanctioned Persons or Sanctioned Entities.Bonds remain outstanding; (e) On the Effective Date there are no actions, suits, proceedings The Borrower presently does not intend to sell or investigations pending or, to the knowledge dispose of the Borrower, threatened against the Borrower, Projects or any Subsidiary or XXX before any Governmental Authority as to which, in the opinion of the Borrower, there is a reasonable possibility of an adverse determination and that, if adversely determined, could reasonably be expected, individually or in the aggregate, to constitute a Material Adverse Change.portion thereof; and (f) The consolidated balance sheets No Costs of the Projects to be paid or incurred by or on behalf of the Borrower (and its predecessor entity) and its consolidated Subsidiaries as of December 31, 2015, and the related consolidated statements of income, partners’ (or stockholders’) equity and cash flows for each out of the years in the three-year period ended December 31Construction Fund were paid or incurred prior to April 15, 2015, audited by KPMG LLP, present fairly, in all material respects, the consolidated financial position of the Borrower and its consolidated Subsidiaries as of December2007.

Representations of the Borrower. The Borrower represents and warrants to the Administrative Agent Agent, the Lenders and the Lenders Issuing Bank that: (a) Each of the The Borrower and each Subsidiary has been duly formed and is validly existing and in good standing under the laws of the jurisdiction of its organization and (ii) the Borrower and each Subsidiary is qualified to do business as a foreign entity and is in good standing in each jurisdiction of the United States in which the ownership of its properties or the conduct of its business requires such qualification and where the failure to so qualify would constitute a Material Adverse Change. (b) Each This Agreement, the Transactions and all other Loan Document has Documents to which the Borrower or any Subsidiary is a party have been duly authorized, executed and delivered by the Borrower or such Subsidiary, and such each of this Agreement, its Notes and the other Loan Document Documents to which it is a party constitutes a valid and binding agreement of the Borrower, enforceable in accordance with its respective terms, subject to the effect of applicable bankruptcy, insolvency, fraudulent conveyance, reorganization and other insolvency or similar laws affecting creditors’ rights generally and equitable principals of general applicability. The Borrower’s Notes have been duly authorized by the Borrower and, when executed, issued and delivered pursuant hereto for value received, will constitute valid and binding obligations of the Borrower, enforceable in accordance with their terms, except as (i) may be limited by bankruptcy, insolvency or similar laws affecting creditors’ rights generally, and (ii) rights of acceleration and the availability of equitable remedies may be limited by equitable principles of equity (whether considered in a proceeding in equity or law)general applicability. There are no actions, suits or proceedings pending or, to the knowledge of the Borrower or any Subsidiary, threatened against the Borrower or any Subsidiary which purport purports to affect the legality, validity or enforceability of this Agreement or Agreement, any other Loan DocumentDocument or any of their respective Notes. (c) The execution, delivery and performance of each Loan Document by the Borrower and its Subsidiaries will not violate or conflict with (i) the organizational documents of the Borrower or any Subsidiary, as in effect on the Effective Date Date, or (ii) any indenture, loan agreement or other similar agreement or instrument binding on the Borrower or any Subsidiary. (d) The Borrower, its Subsidiaries and the XXX Entities are in compliance with all laws, rules, regulations, orders, decrees and requirements of any Governmental Authority applicable to them or their properties, except where the necessity of compliance therewith is being contested in good faith by appropriate proceedings or such failure to comply would not have or would not reasonably be expected to cause a Material Adverse Change. None of the Borrower, its Subsidiaries or the XXX Entities, nor, to the knowledge of the Borrower or any of its Subsidiaries, any director, officer, agent, employee or Affiliate of the Borrower, is in violation of any applicable Anti-Corruption Law, including without limitation the FCPA, in any material respect. None of the Borrower, its Subsidiaries or the XXX Entities, nor, to the knowledge of the Borrower or any of its Subsidiaries, any director, officer, agent, employee or Affiliate of the Borrower, is in violation of any of the country or list based economic and trade sanctions administered and enforced by OFAC. None of the Borrower, its Subsidiaries or the XXX Entities, nor, to the knowledge of the Borrower or any of its Subsidiaries, any director, officer, agent, employee or Affiliate of the Borrower, (i) is a Sanctioned Person or a Sanctioned Entity, (ii) has more than ten percent (10%) of its assets located in Sanctioned Entities, or (iii) derives more than 10% of its operating income from investments in, or transactions with, Sanctioned Persons or Sanctioned Entities. (e) On the Effective Date there are no actions, suits, proceedings or investigations pending or, to the knowledge of the Borrower, threatened against the Borrower, any Subsidiary or XXX before any Governmental Authority as to which, in the opinion of the Borrower, there is a reasonable possibility of an adverse determination and that, if adversely determined, could reasonably be expected, individually or in the aggregate, to constitute a Material Adverse Change. (f) The consolidated balance sheets of the Borrower (and its predecessor entity) and its consolidated Subsidiaries as of December 31, 2015, and the related consolidated statements of income, partners’ (or stockholders’) equity and cash flows for each of the years in the three-year period ended December 31, 2015, audited by KPMG LLP, present fairly, in all material respects, the consolidated financial position of the Borrower and its consolidated Subsidiaries as of December

Representations of the Borrower. The Borrower represents and warrants to the Administrative Agent and the Lenders that: (a) Each of the The Borrower and each Subsidiary (i) has been duly formed incorporated and is validly existing and in good standing under the laws of the jurisdiction State of its organization Delaware, and (ii) is qualified to do business as a foreign entity corporation and is in good standing in each jurisdiction of the United States in which the ownership of its properties or the conduct of its business requires such qualification and where the failure to so qualify would constitute a Material Adverse Change. (b) Each This Agreement and all other Loan Document has Documents to which the Borrower is a party have been duly authorized, executed and delivered by the Borrower Borrower, and such each of this Agreement, the Notes and the other Loan Document Documents to which it is a party constitutes a valid and binding agreement of the Borrower, enforceable in accordance with its respective terms, subject to the effect of applicable bankruptcy, insolvency, fraudulent conveyance, reorganization and other insolvency or similar laws affecting creditors’ rights generally and general equitable principles of equity general applicability. The Notes have been duly authorized by the Borrower and, when executed, issued and delivered pursuant hereto for value received, will constitute valid and binding obligations of the Borrower, enforceable in accordance with their terms, except as (whether considered in a proceeding in equity i) may be limited by bankruptcy, insolvency or law)similar laws affecting creditors’ rights generally, and (ii) rights of acceleration and the availability of equitable remedies may be limited by equitable principles of general applicability. There are no actions, suits or proceedings pending or, to the knowledge of the Borrower or any SubsidiaryBorrower, threatened against the Borrower or any Subsidiary which purport purports to affect the legality, validity or enforceability of this Agreement or Agreement, any other Loan DocumentDocument or any of the Notes. (c) The execution, delivery and performance of each Loan Document this Agreement by the Borrower and the execution, issuance, delivery and performance by the Borrower of the Notes will not violate or conflict with (iA) the organizational documents restated certificate of incorporation or bylaws of the Borrower or any SubsidiaryBorrower, as in effect on the Effective Date or (iiB) any indentureindenture (including the Public Indenture), loan agreement or other similar agreement or instrument binding on the Borrower or any SubsidiaryBorrower. (d) The Borrower, its Subsidiaries and To the XXX Entities are in compliance with all laws, rules, regulations, orders, decrees and requirements of any Governmental Authority applicable to them or their properties, except where the necessity of compliance therewith is being contested in good faith by appropriate proceedings or such failure to comply would not have or would not reasonably be expected to cause a Material Adverse Change. None knowledge of the Borrower, its Subsidiaries or the XXX Entities, nor, to the knowledge of the Borrower or any of its Subsidiaries, any director, officer, agent, employee or Affiliate of the Borrower, is in violation of any applicable Anti-Corruption Law, including without limitation the FCPA, in any material respect. None of the Borrower, its Subsidiaries or the XXX Entities, nor, to the knowledge of the Borrower or any of its Subsidiaries, any director, officer, agent, employee or Affiliate of the Borrower, is in violation of any of the country or list based economic and trade sanctions administered and enforced by OFAC. None of the Borrower, its Subsidiaries or the XXX Entities, nor, to the knowledge of the Borrower or any of its Subsidiaries, any director, officer, agent, employee or Affiliate of the Borrower, (i) is a Sanctioned Person or a Sanctioned Entity, (ii) has more than ten percent (10%) of its assets located in Sanctioned Entities, or (iii) derives more than 10% of its operating income from investments in, or transactions with, Sanctioned Persons or Sanctioned Entities. (e) On on the Effective Date there are no actions, suits, or proceedings or investigations pending or, to the knowledge of the Borrower, threatened against the Borrower, any Subsidiary or XXX Borrower before any Governmental Authority as to which, in the opinion of the Borrower, there is a reasonable possibility of an adverse determination and that, if adversely determined, could reasonably be expected, individually or in the aggregate, to constitute a Material Adverse Change. (fe) The consolidated balance sheets of the Borrower (and its predecessor entity) and its consolidated Subsidiaries as of December 31, 20152005 and 2006, and the related consolidated statements of income, partnersstockholders’ (or stockholders’) equity and cash flows for each of the years in the three-year period ended December 31, 20152006, audited by KPMG LLP, present fairly, in all material respects, the consolidated financial position of the Borrower and its consolidated Subsidiaries as of DecemberDecember 31, 2005 and 2006, and the results of their operations and their cash flows for each of the years in the three-year period ended December 31, 2006, in conformity with GAAP applied on a consistent basis. (f) Neither the Borrower nor any Subsidiary is an “investment company” as defined in, or subject to regulation under, the Investment Company Act of 1940. (g) No ERISA Event has occurred or is reasonably expected to occur that, when taken together with all other such ERISA Events for which liability is reasonably expected to occur, could reasonably be expected to result in a Material Adverse Change. The present value of all accumulated benefit obligations of all underfunded Plans (based on the assumptions used for purposes of Statement of Financial Accounting Standards No. 87) did not, as of the date of the most recent financial statements reflecting such amounts, exceed the fair market value of the assets of all such underfunded Plans by an amount that could reasonably be expected to be a Material Adverse Change. (h) Neither the Publicly Available Information nor any of the other reports, financial statements, certificates or other information furnished by or on behalf of the Borrower to the Agents or any Lender in connection with the negotiation of this Agreement or delivered hereunder (as modified or supplemented by other information so furnished), taken as a whole, contains any material misstatement of fact or omits to state any material fact necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading; provided that the Borrower makes no representation or warranty concerning the statements, estimates and projections contained in the Projections with respect to the anticipated future performance of the Borrower, except that such statements, estimates and projections were made in good faith by the Borrower’s management, on the basis of assumptions believed by the Borrower’s management to be reasonable at the time and such statements, estimates and projections and the assumptions on which they are based may or may not prove to be correct. (i) The Borrower’s “significant subsidiaries” (as defined in Regulation S-X of the Commission under the Securities and Exchange Act of 1934) as of the Effective Date are listed on Part A of Schedule II hereto. (j) The Borrower has filed all United States Federal income tax returns and all other material tax returns and reports required to be filed (or obtained extensions with respect thereto) and has paid all taxes required to have been paid by it, except (i) taxes the validity of which are being contested in good faith by appropriate proceedings, and with respect to which the Borrower, to the extent required by GAAP, has set aside on its books adequate reserves or (ii) to the extent the failure to do so (individually or in the aggregate) would not reasonably be expected to result in a Material Adverse Change. (k) No Event of Default has occurred and is continuing. (l) The making of the Loans does not require any consent or approval of, registration or filing with, or any other action by, any Governmental Authority or any other third Person (including shareholders or any class of directors, whether interested or disinterested, of the Borrower or any other Person), nor is any such consent, approval, registration, filing or other action necessary for the validity or enforceability of any Loan Document, except such as have been obtained or made and are in full force and effect.

Representations of the Borrower. The Borrower hereby represents and warrants to the Administrative Agent and the Lenders that: (a) Each It has full power and authority to execute, deliver and perform the Loan Documents, and to enter into and carry out the transactions contemplated thereby. Such execution, delivery and performance do not, and will not, violate any provision of law applicable to the Borrower and each Subsidiary has been duly formed and will not conflict with or result in a default under any agreement or instrument to which the Borrower is validly existing and in good standing under the laws a party or by which it or any of its property or assets is or may be bound. All of the jurisdiction of its organization and is qualified documents necessary to do business as a foreign entity and is in good standing in each jurisdiction of the United States in which the ownership of its properties or the conduct of its business requires such qualification and where the failure to so qualify would constitute a Material Adverse Change. (b) Each Loan Document has document this transaction have by proper action, been duly authorized, executed and delivered by and all necessary actions have been taken to constitute the Borrower and such Loan Document constitutes a Documents valid and binding agreement obligations of the Borrower. b) The provision of the Project will be completed and the Project will be operated and maintained in such a manner as to conform with all applicable zoning, enforceable in accordance with its termsplanning, subject to the effect of applicable bankruptcybuilding, insolvency, fraudulent conveyance, reorganization environmental and other similar laws affecting creditors’ rights generally and general principles of equity (whether considered in a proceeding in equity applicable governmental regulations imposed by the federal, state or law). There are no actions, suits or proceedings pending or, to the knowledge of the Borrower or any Subsidiary, threatened against the Borrower or any Subsidiary which purport to affect the legality, validity or enforceability of this Agreement or any other Loan Documentlocal governments. (c) The execution, delivery and performance of each Loan Document by the Borrower will not violate or conflict with (i) the organizational documents of the Borrower or any Subsidiary, as in effect on the Effective Date or (ii) any indenture, loan agreement or other similar agreement or instrument binding on the Borrower or any Subsidiary. (d) The Borrower, its Subsidiaries and the XXX Entities are in compliance with all laws, rules, regulations, orders, decrees and requirements of any Governmental Authority applicable to them or their properties, except where the necessity of compliance therewith is being contested in good faith by appropriate proceedings or such failure to comply would not have or would not reasonably be expected to cause a Material Adverse Change. None of the Borrower, its Subsidiaries or the XXX Entities, nor, to the knowledge of the Borrower or any of its Subsidiaries, any director, officer, agent, employee or Affiliate of the Borrower, is in violation of any applicable Anti-Corruption Law, including without limitation the FCPA, in any material respect. None of the Borrower, its Subsidiaries or the XXX Entities, nor, to the knowledge of the Borrower or any of its Subsidiaries, any director, officer, agent, employee or Affiliate of the Borrower, is in violation of any of the country or list based economic and trade sanctions administered and enforced by OFAC. None of the Borrower, its Subsidiaries or the XXX Entities, nor, to the knowledge of the Borrower or any of its Subsidiaries, any director, officer, agent, employee or Affiliate of the Borrower, (i) is a Sanctioned Person or a Sanctioned Entity, (ii) has more than ten percent (10%) of its assets located in Sanctioned Entities, or (iii) derives more than 10% of its operating income from investments in, or transactions with, Sanctioned Persons or Sanctioned Entities. (e) On the Effective Date there There are no actions, suits, or proceedings pending or investigations threatened against or affecting the Borrower or the Project which, if adversely determined, would individually or in the aggregate materially impair the ability of the Borrower to perform any of its obligations under the Loan Documents or adversely affect the financial condition of the Borrower. d) The Borrower is not in default under any of the Loan Documents or in the payment of any indebtedness for borrowed money or under any agreement or instrument evidencing any such indebtedness, and no event has occurred which by notice, the passage of time or otherwise would constitute any such event of default. e) The site of the Project shall be zoned under a zoning ordinance which permits the provision of the Project thereon in accordance with the plans and specifications and the operation of the Project; and all utilities, including water, storm and sanitary sewer, gas, electric and telephone, and rights of access to public ways shall be available or will be provided to the Project site in sufficient locations and capacities to meet the requirements of operating the Project and of any applicable governmental requirement. f) The Borrower has made no contract or arrangement of any kind that would give rise to a lien or claim of lien on the Project or other collateral covered by the Loan Documents, except as otherwise permitted under the Loan Documents. g) All proceeds of the Loan shall be used for the payment of costs relating to the provision of the Project. No part of any such proceeds shall be knowingly paid to or retained by the Borrower or any partner, officer, shareholder, director or employee of the Borrower as a fee, kick-back or consideration of any type. The Borrower has no identity of interest with the general contractor or any architect, subcontractor, laborer or materialman performing work or services or supplying materials in connection with the provision of the Project. h) The Borrower shall provide an annual financial statement to the County or its Loan Administrator during each year of the loan term. The annual financial statement shall be reviewed using generally accepted accounting principles and include a certificate of the Borrower’s chief executive officer stating that (a) no Event of Default has occurred and is continuing and no event or circumstance which would constitute an Event of Default, but for the requirement that notice be given or time elapse or both, has occurred and is continuing, or, if such an Event of Default or such event or circumstance has occurred and is continuing, a statement as to the nature thereof and the action which the Borrower proposes to take with respect thereto, and (b) no action, suit or proceeding by the Borrower or against the Borrower at law or in equity, or before any governmental instrumentality or agency, is pending or, to the knowledge best of the Borrower’s knowledge; threatened, threatened against the Borrower, any Subsidiary or XXX before any Governmental Authority as to which, in the opinion of the Borrower, there is a reasonable possibility of an adverse determination and that, if adversely determined, could reasonably be expected, individually would materially impair the right or in the aggregate, to constitute a Material Adverse Change. (f) The consolidated balance sheets ability of the Borrower (to perform the transactions contemplated by the Loan Documents or the Lender Loan Documents, or would materially and its predecessor entity) and its consolidated Subsidiaries adversely affect the Borrower’s business, operations, properties, assets or condition, all as of December 31the date of such certificate, 2015except as disclosed in such certificate. i) The Project Property has never, and the related consolidated statements does not currently contain, nor is it contaminated by, any hazardous or toxic waste materials in violation of incomeany applicable environmental laws or regulations, partners’ (or stockholders’) equity and cash flows for each including, but not limited to, Section 103 of the years Comprehensive Environmental Response, Compensation and Liability Act, 42 USC 9601 et seq. and Chapter 3734 of the Ohio Revised Code; and no "clean-up" of the Project Property has occurred pursuant to any applicable federal or state environmental laws or regulations which would give rise to (i) liability on the part of any person, entity or association to reimburse any governmental authority for the costs of any such "clean-up", (ii) a lien or encumbrance on the Project site, or (iii) impairment of the site for the intended purpose. j) The Borrower has demonstrated to the satisfaction of the County the suitability of the site to undertake the Project and for the loan to be closed. k) Borrower certifies that the Project will not result in the three-year period ended December 31relocation of a plant, 2015facility or operation from one Lake County community to another, audited by KPMG LLP, present fairly, and as further certified in all material respects, Exhibit A. l) The Project Property shall be used for the consolidated financial position activities set forth in the Scope of Work and shall not be used for other purposes or activities without the express written approval of Lake County. m) The Borrower acknowledges the Lake County CDBG Economic Loan Program Requirements which are attached hereto as Exhibit D and its consolidated Subsidiaries incorporated as part of Decemberthis Agreement.

Representations of the Borrower. The Borrower represents and warrants to the Administrative Agent and the Lenders thatas follows: (a) Each of the The Borrower and each Subsidiary has been duly formed incorporated and is validly existing and in good standing under the laws of the jurisdiction State of its organization incorporation, and is qualified the Borrower has all requisite power and authority to do business as a foreign entity and is in good standing in each jurisdiction of the United States in which the ownership of conduct its business, to own or lease its properties or and to execute, deliver and perform its obligations under this Agreement and the conduct of its business requires such qualification and where the failure to so qualify would constitute a Material Adverse Change.Fee Letter; (b) Each Loan Document The execution, delivery and performance by the Borrower of this Agreement, the Fee Letter and of any Note has been duly authorizedauthorized by all necessary corporate action, and does not and will not violate any provision of any law or regulation or contractual restrictions binding on the Borrower and material to the Borrower and its subsidiaries, taken as a whole; (c) This Agreement and the Fee Letter constitute, and any Notes which are duly executed and delivered by the Borrower and such Loan Document constitutes a will constitute, legal, valid and binding agreement obligations of the Borrower, enforceable in accordance with its their respective terms, subject however to the effect of applicable bankruptcy, insolvency, fraudulent conveyance, reorganization and other similar laws affecting creditors’ rights generally and (i) general principles of equity (equity, regardless of whether considered in a proceeding in equity or law). There are at law and (ii) bankruptcy, insolvency, reorganization, moratorium and other similar laws affecting creditors’ rights, generally, heretofore or hereafter enacted; (d) As of the date hereof, no actionslitigation, suits investigation or proceedings proceeding of or before any arbitrator or Governmental Authority is pending or, to the knowledge of the Borrower or any SubsidiaryBorrower, threatened by or against the Borrower or against any Subsidiary which purport of its properties or revenues (i) with respect to affect the legality, validity or enforceability of this Agreement or any other Loan Document. of the transactions contemplated hereby; and (cii) The execution, delivery and performance of each Loan Document by the Borrower will not violate or conflict with except as (ix) the organizational documents disclosed in public filings of the Borrower or any Subsidiaryprior to the date hereof, as (y) set forth in effect on the Effective Date Schedule I hereto or (iiz) any indentureotherwise disclosed to the Bank prior to the date hereof, loan agreement or other similar agreement or instrument binding on the Borrower or any Subsidiary. (d) The Borrower, its Subsidiaries and the XXX Entities are in compliance with all laws, rules, regulations, orders, decrees and requirements of any Governmental Authority applicable to them or their properties, except where the necessity of compliance therewith is being contested in good faith by appropriate proceedings or such failure to comply would not have or would not that could reasonably be expected to cause have a Material Adverse Change. None Effect (as defined below); and (i) The consolidated balance sheet of the Borrower and its statements of income, stockholders’ equity and cash flows as of and for the fiscal year ending December 31, 2016, as filed with the Securities and Exchange Commission, present fairly, in all material respects, the financial position and results of operations and cash flows of the Borrower and its consolidated subsidiaries as of such date and for such periods in accordance with generally accepted accounting standards in the United States (“GAAP”); and (ii) except as (x) disclosed in public filings of the Borrower prior to the date hereof, (y) set forth in Schedule I hereto or (z) otherwise disclosed to the Bank prior to the date hereof, since such last fiscal year-end to the date hereof, no fact, event or circumstance has occurred that has had or could reasonably be expected to have a Material Adverse Effect (defined below) with respect to the Borrower and its subsidiaries taken as a whole. (f) The Borrower maintains in effect policies and procedures designed to ensure compliance by the Borrower, its Subsidiaries or the XXX Entitiessubsidiaries and their respective directors, norofficers, employees and agents with Anti-Corruption Laws and applicable Sanctions. The Borrower and its subsidiaries and, to the knowledge of the Borrower or any of its Subsidiaries, any director, officer, agent, employee or Affiliate of the Borrower, is their respective directors, officers, employees and agents, are in violation of any applicable compliance with Anti-Corruption LawLaws and applicable Sanctions in all material respects, including without limitation the FCPAand no action, in suit or proceeding by or before any material respect. None of the Borrower, its Subsidiaries or the XXX Entities, nor, to the knowledge of Governmental Authority involving the Borrower or any of its Subsidiaries, any director, officer, agent, employee subsidiaries with respect to Anti-Corruption Laws or Affiliate of the Borrower, Sanctions is in violation of any of the country or list based economic and trade sanctions administered and enforced by OFAC. None of the Borrower, its Subsidiaries or the XXX Entities, nor, to the knowledge of the Borrower or any of its Subsidiaries, any director, officer, agent, employee or Affiliate of the Borrower, (i) is a Sanctioned Person or a Sanctioned Entity, (ii) has more than ten percent (10%) of its assets located in Sanctioned Entities, or (iii) derives more than 10% of its operating income from investments in, or transactions with, Sanctioned Persons or Sanctioned Entities. (e) On the Effective Date there are no actions, suits, proceedings or investigations pending or, to the knowledge of the Borrower, threatened against threatened. None of the Borrower or any subsidiary nor, to the knowledge of the Borrower or such subsidiary, any of their respective directors, officers or employees or any of their respective agents that will act in any capacity in connection with or benefit from the credit facility established hereby, is a Sanctioned Person. (g) The Borrower shall use the proceeds of the Loans hereunder for its general corporate purposes. No part of the proceeds of the Loans or the transactions contemplated hereby will be used by the Borrower (i) in violation of Anti-Corruption Laws or applicable Sanctions or (ii) whether directly or indirectly, and whether immediately, incidentally or ultimately, to purchase, acquire or carry any margin stock or for any purpose that entails a violation of any of the regulations of the Board of Governors of the Federal Reserve System, including Regulations T, U and X. (h) The Borrower maintains in effect policies and procedures designed to ensure compliance by the Borrower, any Subsidiary or XXX before any Governmental Authority as to whichits subsidiaries and their respective directors, in officers, employees and agents with the opinion of the Borrower, there is a reasonable possibility of an adverse determination and that, if adversely determined, could reasonably be expected, individually or in the aggregate, to constitute a Material Adverse Change. (f) Anti-Money Laundering Laws. The consolidated balance sheets of the Borrower (and its predecessor entity) and its consolidated Subsidiaries as of December 31, 2015, and the related consolidated statements of income, partners’ (or stockholders’) equity and cash flows for each of the years in the three-year period ended December 31, 2015, audited by KPMG LLP, present fairly, in all material respects, the consolidated financial position operations of the Borrower and its consolidated Subsidiaries as subsidiaries are in compliance in all material respects with the Bank Secrecy Act and implementing regulations and the applicable anti-money laundering statutes of Decemberjurisdictions where the Borrower and its subsidiaries conduct business, and the rules and regulations thereunder (collectively, the “Anti‑Money Laundering Laws”), and no action, suit or proceeding by or before any Governmental Authority involving the Borrower or any of its subsidiaries with respect to the Anti-Money Laundering Laws is pending or, to the knowledge of the Borrower, threatened. (i) The Borrower is not an EEA Financial Institution. As used herein:

Representations of the Borrower. The Borrower hereby represents to RUS that on the date hereof, the Closing Date, and warrants to the Administrative Agent and the Lenders thateach Requested Advance Date: (a) Each of the Borrower and each Subsidiary has been duly formed organized and is validly existing and in good standing as a cooperative association under the laws of the jurisdiction District of its organization and is qualified to do business as a foreign entity and is in good standing in each jurisdiction of the United States in which the ownership of its properties or the conduct of its business requires such qualification and where the failure to so qualify would constitute a Material Adverse Change.Columbia; (b) Each Loan Document the Borrower has the corporate power and authority to execute and deliver this Agreement and each of the other Bond Documents to which the Borrower is a party, to consummate the transactions contemplated hereby and thereby and to perform its obligations hereunder and thereunder; (c) the Borrower has taken all necessary corporate action to authorize the execution and delivery of this Agreement and each of the other Bond Documents to which the Borrower is a party, the consummation by the Borrower of the transactions contemplated hereby and thereby and the performance by the Borrower of its obligations hereunder and thereunder; (d) this Agreement and each of the other Bond Documents to which the Borrower is a party have been duly authorized, executed and delivered by the Borrower and such Loan Document constitutes a constitute the legal, valid and binding agreement obligations of the Borrower, enforceable against the Borrower in accordance with its their respective terms, subject to the effect of to: (i) applicable bankruptcy, reorganization, insolvency, fraudulent conveyance, reorganization moratorium and other similar laws of general applicability relating to or affecting creditors’ rights generally generally; and (ii) the application of general principles of equity (regardless of whether such enforceability is considered in a proceeding in equity or at law). There are ; (e) no actionsapproval, suits consent, authorization, order, waiver, exemption, variance, registration, filing, notification, qualification, license, permit or proceedings pending orother action is now, or under existing law in the future will be, required to be obtained, given, made or taken, as the knowledge case may be, with, from or by any regulatory body, administrative agency or governmental authority having jurisdiction over the Borrower to authorize the execution and delivery by the Borrower of this Agreement or any of the other Bond Documents to which the Borrower is a party, or the consummation by the Borrower of the transactions contemplated hereby or thereby or the performance by the Borrower of its obligations hereunder or thereunder; (f) neither the execution or delivery by the Borrower of this Agreement or any of the other Bond Documents to which the Borrower is a party nor the consummation by the Borrower of any of the transactions contemplated hereby or thereby nor the performance by the Borrower of its obligations hereunder or thereunder, including, without limitation, the pledge of the Pledged Securities (as Fifth Amended, Restated and Consolidated Bond Guarantee Agreement such term is defined in the Pledge Agreement) to RUS if required, conflicts with or will conflict with, violates or will violate, results in or will result in a breach of, constitutes or will constitute a default under, or results in or will result in the imposition of any lien or encumbrance pursuant to any term or provision of the articles of incorporation or the bylaws of the Borrower or any Subsidiary, threatened against provision of any existing law or any rule or regulation currently applicable to the Borrower or any Subsidiary which purport to affect the legalityjudgment, validity order or enforceability decree of this Agreement any court or any other Loan Document. (c) The executionregulatory body, delivery and performance of each Loan Document by the Borrower will not violate administrative agency or conflict with (i) the organizational documents of governmental authority having jurisdiction over the Borrower or the terms of any Subsidiarymortgage, as in effect on the Effective Date or (ii) any indenture, loan agreement contract or other similar agreement or instrument binding on to which the Borrower is a party or any Subsidiary. (d) The Borrower, its Subsidiaries and the XXX Entities are in compliance with all laws, rules, regulations, orders, decrees and requirements of any Governmental Authority applicable to them or their properties, except where the necessity of compliance therewith is being contested in good faith by appropriate proceedings or such failure to comply would not have or would not reasonably be expected to cause a Material Adverse Change. None of the Borrower, its Subsidiaries or the XXX Entities, nor, to the knowledge of which the Borrower or any of its Subsidiariesproperties is bound; (g) there is no action, suit, proceeding or investigation before or by any director, officer, agent, employee or Affiliate of the Borrower, is in violation of any applicable Anti-Corruption Law, including without limitation the FCPA, in any material respect. None of the Borrower, its Subsidiaries or the XXX Entities, nor, to the knowledge of the Borrower court or any of its Subsidiariesregulatory body, any director, officer, agent, employee administrative agency or Affiliate of the Borrower, is in violation of any of the country or list based economic and trade sanctions administered and enforced by OFAC. None of the Borrower, its Subsidiaries or the XXX Entities, nor, to the knowledge of the Borrower or any of its Subsidiaries, any director, officer, agent, employee or Affiliate of the Borrower, (i) is a Sanctioned Person or a Sanctioned Entity, (ii) has more than ten percent (10%) of its assets located in Sanctioned Entities, or (iii) derives more than 10% of its operating income from investments in, or transactions with, Sanctioned Persons or Sanctioned Entities. (e) On the Effective Date there are no actions, suits, proceedings or investigations governmental authority presently pending or, to the knowledge of the Borrower, threatened against with respect to the Borrower, this Agreement or any Subsidiary or XXX before any Governmental Authority as to which, in the opinion of the Borrower, there other Bond Documents to which the Borrower is a reasonable possibility party challenging the validity or enforceability of an adverse determination and thatthis Agreement or any of the other Bond Documents to which the Borrower is a party or seeking to restrain, enjoin or otherwise prevent the consummation by the Borrower of the transactions contemplated by this Agreement or any of the other Bond Documents to which the Borrower is a party or which, if adversely determined, could reasonably be expectedwould have a material adverse effect on the Borrower’s financial condition or its ability to perform its obligations under this Agreement or any of the other Bond Documents to which the Borrower is a party; (h) the Borrower is a lending institution organized as a member-owned, individually not-for-profit, cooperative association with the appropriate expertise, experience and qualifications to make loans for electrification or telephone purposes; (i) the total principal amount of the Guaranteed Bonds under the Program does not exceed the total principal amount of outstanding Loans, made for electrification and telephone purposes eligible under the RE Act, as of the Closing Date; and (j) no material adverse change has occurred in the aggregate, to constitute a Material Adverse Change. (f) The consolidated balance sheets financial condition of the Borrower (and its predecessor entity) and its consolidated Subsidiaries as between the date of December 31, 2015, the Application and the related consolidated statements of income, partners’ (or stockholders’) equity and cash flows for each of the years in the three-year period ended December 31, 2015, audited by KPMG LLP, present fairly, in all material respects, the consolidated financial position of the Borrower and its consolidated Subsidiaries as of Decemberdate this representation is given.

Representations of the Borrower. The Borrower represents and warrants to the Administrative Agent Agent, the Lenders and the Lenders Issuing Banks that: (a) Each of the Borrower and each Subsidiary has been duly formed and is validly existing and in good standing under the laws of the jurisdiction of its organization and is qualified to do business as a foreign entity and is in good standing in each jurisdiction of the United States in which the ownership of its properties or the conduct of its business requires such qualification and where the failure to so qualify would constitute a Material Adverse Change. (b) Each Loan Document has been duly authorized, executed and delivered by the Borrower and such Loan Document constitutes a valid and binding agreement of the Borrower, enforceable in accordance with its terms, subject to the effect of applicable bankruptcy, insolvency, fraudulent conveyance, reorganization and other similar laws affecting creditors’ rights generally and general principles principals of equity (whether considered in a proceeding in equity or law). There are no actions, suits or proceedings pending or, to the knowledge of the Borrower or any Subsidiary, threatened against the Borrower or any Subsidiary which purport purports to affect the legality, validity or enforceability of this Agreement or any other Loan Document. (c) The execution, delivery and performance of each Loan Document by the Borrower will not violate or conflict with (i) the organizational documents of the Borrower or any Subsidiary, as in effect on the Effective Date or (ii) any indenture, loan agreement or other similar agreement or instrument binding on the Borrower or any Subsidiary. (d) The Borrower, Borrower and its Subsidiaries and the XXX Entities are in compliance with all laws, rules, regulations, orders, decrees and requirements of any Governmental Authority applicable to them or their properties, except where the necessity of compliance therewith is being contested in good faith by appropriate proceedings or such failure to comply would not have or would not reasonably be expected to cause a Material Adverse Change. None of the Borrower, its Subsidiaries or the XXX Entities, nor, to the knowledge of Neither the Borrower or nor any of its Subsidiaries, any director, officer, agent, employee or Affiliate of the Borrower, Subsidiaries is in violation of any applicable Anti-Corruption Law, including without limitation the FCPA, in any material respect. None Neither the Borrower nor any of the Borrower, its Subsidiaries or the XXX EntitiesSubsidiaries, nor, to the knowledge of the Borrower or any of its SubsidiariesSubsidiaries after due inquiry, any director, officer, agent, agent or employee or Affiliate of the Borrower, is in violation of any of the country or list based economic and trade sanctions administered and enforced by OFAC. None Neither the Borrower nor any of the Borrower, its Subsidiaries or the XXX EntitiesSubsidiaries, nor, to the knowledge of the Borrower or any of its SubsidiariesSubsidiaries after due inquiry, any director, officer, agent, agent or employee or Affiliate of the Borrower, (i) is a Sanctioned Person or a Sanctioned Entity, (ii) has more than ten percent (10%) of its assets located in Sanctioned Entities, or (iii) derives more than 10% of its operating income from investments in, or transactions with, Sanctioned Persons or Sanctioned Entities. (e) On the Effective Date there are no actions, suits, proceedings or investigations pending or, to the knowledge of the Borrower, threatened against the Borrower, Borrower or any Subsidiary or XXX before any Governmental Authority as to which, in the opinion of the Borrower, there is a reasonable possibility of an adverse determination and that, if adversely determined, could reasonably be expected, individually or in the aggregate, to constitute a Material Adverse Change. (f) The consolidated balance sheets of the Borrower (and its predecessor entity) and its consolidated Subsidiaries as of December 31, 20152012, and the related consolidated statements of income, partners’ (or stockholders’) equity and cash flows for each of the years in the three-year period ended December 31, 20152012, audited by KPMG LLP, present fairly, in all material respects, the consolidated financial position of the Borrower and its consolidated Subsidiaries as of DecemberDecember 31, 2012, and the results of their operations and their cash flows for each of the years in the three-year period ended December 31, 2012, in conformity with GAAP applied on a consistent basis. (g) There has been no Material Adverse Change since the date of the Borrower’s most recent audited financial statements. (h) Neither the Borrower nor any Subsidiary is an “investment company” as defined in, or subject to regulation under, the Investment Company Act of 1940. (i) No ERISA Event has occurred or is reasonably expected to occur that, when taken together with all other such ERISA Events for which liability is reasonably expected to occur, could reasonably be expected to result in a Material Adverse Change. The present value of all accumulated benefit obligations of all underfunded Plans subject to Title IV of ERISA (based on the assumptions used for purposes of Statement of Financial Accounting Standards No. 87 or any successor thereto) did not, as of the date of the most recent financial statements reflecting such amounts, exceed the fair market value of the assets of all such underfunded Plans by an amount that could reasonably be expected to be a Material Adverse Change. (j) Neither the Information Memorandum nor any of the other reports, financial statements, certificates or other information furnished by or on behalf of the Borrower to the Agents or any Lender in connection with the negotiation of this Agreement or delivered hereunder (as modified or supplemented by other information so furnished), taken as a whole, contains any material misstatement of fact or omits to state any material fact necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading; provided that, with respect to projected financial information, the Borrower represents only that such information was prepared in good faith based upon assumptions believed to be reasonable at the time, it being understood that projections by their nature are inherently uncertain and no assurances are being given that the results reflected in the projected financial information will be achieved. (k) The General Partner has filed all United States Federal income tax returns and all other material tax returns and reports required to be filed (or obtained extensions with respect thereto) and has paid all taxes required to have been paid by it, except (i) taxes the validity of which is being contested in good faith by appropriate proceedings, and with respect to which the General Partner, to the extent required by GAAP, has set aside on its books adequate reserves or (ii) to the extent the failure to do so (individually or collectively) would not reasonably be expected to result in a Material Adverse Change. (l) Except as would not reasonably be expected to result in a Material Adverse Change, each of the real properties owned or leased by the Borrower or any of its Subsidiaries and all their operations at such properties are in compliance with all applicable Environmental Laws and neither the Borrower nor any of its Subsidiaries has received any notice regarding violation of any Environmental Law with respect to the properties or the businesses operated by the Borrower or any of its Subsidiaries. (m) No Event of Default has occurred and is continuing. (n) The Borrower and its Subsidiaries are not engaged principally, or as one of its or their important activities, in the business of extending credit for the purpose, whether immediate, incidental or ultimate, of buying or carrying margin stock (within the meaning of the Margin Regulations). (o) The Borrower and each of its Subsidiaries is and, after the consummation of the Transactions, will be “solvent” within the meaning of such term under the United States Bankruptcy Code.

Representations of the Borrower. The Borrower represents and warrants to the Administrative Agent and the Lenders thatas follows: (a) Each of the The Borrower and each Subsidiary has been duly formed incorporated and is validly existing and in good standing under the laws of the jurisdiction State of its organization incorporation, and is qualified the Borrower has all requisite power and authority to do business as a foreign entity and is in good standing in each jurisdiction of the United States in which the ownership of conduct its business, to own or lease its properties or and to execute, deliver and perform its obligations under this Agreement and the conduct of its business requires such qualification and where the failure to so qualify would constitute a Material Adverse Change.Fee Letter; (b) Each Loan Document The execution, delivery and performance by the Borrower of this Agreement, the Fee Letter and of any Note has been duly authorizedauthorized by all necessary corporate action, and does not and will not violate any provision of any law or regulation or contractual restrictions binding on the Borrower and material to the Borrower and its subsidiaries, taken as a whole; (c) This Agreement and the Fee Letter constitute, and any Notes which are duly executed and delivered by the Borrower and such Loan Document constitutes a will constitute, legal, valid and binding agreement obligations of the Borrower, enforceable in accordance with its their respective terms, subject however to the effect of applicable bankruptcy, insolvency, fraudulent conveyance, reorganization and other similar laws affecting creditors’ rights generally and (i) general principles of equity (equity, regardless of whether considered in a proceeding in equity or law). There are at law and (ii) bankruptcy, insolvency, reorganization, moratorium and other similar laws affecting creditors’ rights, generally, heretofore or hereafter enacted; (d) As of the date hereof, no actionslitigation, suits investigation or proceedings proceeding of or before any arbitrator or Governmental Authority is pending or, to the knowledge of the Borrower or any SubsidiaryBorrower, threatened by or against the Borrower or against any Subsidiary which purport of its properties or revenues (i) with respect to affect the legality, validity or enforceability of this Agreement or any of the transactions contemplated hereby; and (ii) except as (x) disclosed in public filings (other Loan Document. (cthan generic cautionary statements regarding forward-looking information that do not identify a specific risk relevant to the Borrower) The execution, delivery and performance of each Loan Document by the Borrower will not violate or conflict with (i) the organizational documents of the Borrower or any Subsidiaryprior to the date hereof, as (y) set forth in effect on the Effective Date Schedule I hereto or (iiz) any indentureotherwise disclosed to the Bank prior to the date hereof, loan agreement or other similar agreement or instrument binding on the Borrower or any Subsidiary. (d) The Borrower, its Subsidiaries and the XXX Entities are in compliance with all laws, rules, regulations, orders, decrees and requirements of any Governmental Authority applicable to them or their properties, except where the necessity of compliance therewith is being contested in good faith by appropriate proceedings or such failure to comply would not have or would not that could reasonably be expected to cause have a Material Adverse Change. None of the Borrower, its Subsidiaries or the XXX Entities, nor, to the knowledge of the Borrower or any of its Subsidiaries, any director, officer, agent, employee or Affiliate of the Borrower, is in violation of any applicable Anti-Corruption Law, including without limitation the FCPA, in any material respect. None of the Borrower, its Subsidiaries or the XXX Entities, nor, to the knowledge of the Borrower or any of its Subsidiaries, any director, officer, agent, employee or Affiliate of the Borrower, is in violation of any of the country or list based economic Effect (as defined below); and trade sanctions administered and enforced by OFAC. None of the Borrower, its Subsidiaries or the XXX Entities, nor, to the knowledge of the Borrower or any of its Subsidiaries, any director, officer, agent, employee or Affiliate of the Borrower, (e) (i) is a Sanctioned Person or a Sanctioned Entity, (ii) has more than ten percent (10%) of its assets located in Sanctioned Entities, or (iii) derives more than 10% of its operating income from investments in, or transactions with, Sanctioned Persons or Sanctioned Entities. (e) On the Effective Date there are no actions, suits, proceedings or investigations pending or, to the knowledge of the Borrower, threatened against the Borrower, any Subsidiary or XXX before any Governmental Authority as to which, in the opinion of the Borrower, there is a reasonable possibility of an adverse determination and that, if adversely determined, could reasonably be expected, individually or in the aggregate, to constitute a Material Adverse Change. (f) The consolidated balance sheets sheet of the Borrower (and its predecessor entity) and its consolidated Subsidiaries as of December 31, 2015, and the related consolidated statements of income, partnersstockholders’ (or stockholders’) equity and cash flows as of and for each of the years in the three-fiscal year period ended ending December 31, 20152016, audited by KPMG LLPas filed with the Securities and Exchange Commission, present fairly, in all material respects, the consolidated financial position and results of operations and cash flows of the Borrower and its consolidated Subsidiaries subsidiaries as of Decembersuch date and for such periods in accordance with generally accepted accounting standards in the United States (“GAAP”); and (ii) except as (x) disclosed in public filings (other than generic cautionary statements regarding forward-looking information that do not identify a specific risk relevant to the Borrower) of the Borrower prior to the date hereof, (y) set forth in Schedule I hereto or (z) otherwise disclosed to the Bank prior to the date hereof, since such last fiscal year-end to the date hereof, no fact, event or circumstance has occurred that has had or could reasonably be expected to have a Material Adverse Effect (defined below) with respect to the Borrower and its subsidiaries taken as a whole.

Representations of the Borrower. The Borrower represents and warrants to makes the Administrative Agent and following representations as the Lenders thatbasis for its undertakings herein contained: (a) Each of the The Borrower and each Subsidiary has been is a corporation duly formed and is validly existing and in good standing under the laws of the jurisdiction State of its organization and is qualified to do business as a foreign entity and California, is in good standing in each jurisdiction the State of California and has the United States in which power to enter into and has duly authorized, by proper corporate action, the ownership execution and delivery of its properties or this Agreement and all other documents contemplated hereby to be executed by the conduct of its business requires such qualification and where the failure to so qualify would constitute a Material Adverse ChangeBorrower. (b) Each Loan Document has been duly authorizedNeither the execution and delivery of this Agreement, executed the consummation of the transactions contemplated hereby, nor the fulfillment of or compliance with the terms and delivered by conditions hereof and thereof, conflicts with or results in a breach of any of the Borrower and such Loan Document constitutes a valid and binding agreement terms, conditions or provisions of the Borrower's Articles of Incorporation or By-laws or of any corporate actions or of any agreement or instrument to which the Borrower is now a party or by which it is bound, enforceable or constitutes a default (with due notice or the passage of time or both) under any of the foregoing, or results in accordance with its termsthe creation or imposition of any prohibited lien, subject to charge or encumbrance whatsoever upon any of the effect of applicable bankruptcy, insolvency, fraudulent conveyance, reorganization and other similar laws affecting creditors’ rights generally and general principles of equity (whether considered in a proceeding in equity property or law). There are no actions, suits or proceedings pending or, to the knowledge assets of the Borrower under the terms of any instrument or any Subsidiary, threatened against agreement to which the Borrower is now a party or any Subsidiary by which purport to affect the legality, validity or enforceability of this Agreement or any other Loan Documentit is bound. (c) The executionProject consists and will consist of those facilities described in Exhibit A hereto, delivery and performance of each Loan Document by the Borrower will not violate or conflict with (i) the organizational documents shall make no changes to such portion of the Borrower Project or any Subsidiary, to the operation thereof which would affect the qualification of the Project as in effect a "project" under the Act or impair the Tax-Exempt status of interest on the Effective Date or (ii) any indentureBonds. In particular, loan agreement or other similar agreement or instrument binding on the Borrower or any Subsidiaryshall comply with all requirements of the Tax Certificate, which is hereby incorporated by reference herein. (d) The Borrower, its Subsidiaries Project consists of air and water pollution control and sewage and solid waste disposal facilities and the XXX Entities are in compliance with all laws, rules, regulations, orders, decrees Borrower intends to utilize the Project as air and requirements of any Governmental Authority applicable to them or their properties, except where the necessity of compliance therewith is being contested in good faith by appropriate proceedings or such failure to comply would not have or would not reasonably be expected to cause a Material Adverse Change. None of the Borrower, its Subsidiaries or the XXX Entities, nor, to the knowledge of the Borrower or any of its Subsidiaries, any director, officer, agent, employee or Affiliate of the Borrower, is in violation of any applicable Anti-Corruption Law, including without limitation the FCPA, in any material respect. None of the Borrower, its Subsidiaries or the XXX Entities, nor, to the knowledge of the Borrower or any of its Subsidiaries, any director, officer, agent, employee or Affiliate of the Borrower, is in violation of any of the country or list based economic water pollution control and trade sanctions administered sewage and enforced by OFAC. None of the Borrower, its Subsidiaries or the XXX Entities, nor, to the knowledge of the Borrower or any of its Subsidiaries, any director, officer, agent, employee or Affiliate of the Borrower, (i) is a Sanctioned Person or a Sanctioned Entity, (ii) has more than ten percent (10%) of its assets located in Sanctioned Entities, or (iii) derives more than 10% of its operating income from investments in, or transactions with, Sanctioned Persons or Sanctioned Entitiessolid waste disposal facilities. (e) On the Effective Date there are no actions, suits, proceedings or investigations pending or, to the knowledge of the Borrower, threatened against the Borrower, any Subsidiary or XXX before any Governmental Authority as to which, The Borrower has and will have an interest in the opinion Project sufficient to carry out the purposes of the Borrower, there is a reasonable possibility of an adverse determination and that, if adversely determined, could reasonably be expected, individually or in the aggregate, to constitute a Material Adverse Changethis Agreement. (f) The consolidated balance sheets economic useful life of the Project is as set forth in the Tax Certificate. (g) To the best knowledge of the Borrower, no member, officer or other official of the Authority has any interest whatsoever in the Borrower or in the transactions contemplated by this Agreement. (h) All certificates, approvals, permits and its predecessor entity) and its consolidated Subsidiaries as authorizations with respect to the construction of December 31the Project of agencies of applicable local governments, 2015, the State of California and the related consolidated statements of incomefederal government that are required on or before the date hereof have been obtained; and pursuant to such certificates, partners’ (or stockholders’) equity approvals, permits and cash flows for each of authorizations the years Project has been constructed and is in the three-year period ended December 31, 2015, audited by KPMG LLP, present fairly, in all material respects, the consolidated financial position of the Borrower and its consolidated Subsidiaries as of Decemberoperation.