Common use of Increase of the Commitments Clause in Contracts

Increase of the Commitments. (a) The Borrower may, from time to time, request by written notice to the Administrative Agent to increase the Commitments by a maximum aggregate amount for all such increases of up to $200,000,000, by designating one or more Lenders or other financial institutions (that will become Lenders), in each case, reasonably acceptable to the Administrative Agent and acceptable to the Swingline Lender and each LC Issuing Bank, in their respective sole discretion, that agree to accept all or a portion of such additional Commitments (each a “Designated Lender”). (b) The Administrative Agent shall promptly notify the Designated Lenders of the Borrower’s request pursuant to subsection (a) above. Each Designated Lender shall notify the Administrative Agent by the date specified by the Administrative Agent (which date shall be a Business Day) that either (A) such Designated Lender declines to accept its additional Commitments or (B) such Designated Lender consents to accept the offered Commitments. Any Designated Lender not responding on or prior to the date specified by the Administrative Agent shall be deemed to have declined to accept the offered Commitments. The Administrative Agent shall, after receiving the notifications from all of the Designated Lenders or following the date specified in the notice to such Designated Lenders, whichever is earlier, notify the Borrower and the Lenders of the results thereof and the effective date of any additional Commitments. The effectiveness of such additional Commitments shall be subject to the condition precedent that the Borrower shall have delivered to the Administrative Agent (i) the resolutions of the Borrower authorizing such additional Commitments and all Governmental Approvals (if any) required in connection with such additional Commitments, certified as being in effect as of the effective date of such additional Commitments, (ii) a favorable opinion of counsel for the Borrower as to such matters as any Lender through the Administrative Agent may reasonably request and (iii) a certificate signed by a duly authorized officer of the Borrower, dated as of the effective date of such additional Commitments, stating that all conditions precedent to an Extension of Credit have been satisfied on and as of such effective date. (c) Promptly following the effective date of any Commitment increase pursuant to this Section 2.07, (i) the Administrative Agent shall distribute an amended Schedule I to this Agreement (which shall thereafter be incorporated into this Agreement) to reflect any changes in Lenders, the Commitments and each Lender’s Commitment Percentage as of such effective date and (ii) the Borrower shall prepay the outstanding Revolving Borrowings (if any) in full, and shall simultaneously make new Revolving Borrowings hereunder in an amount equal to such prepayment, so that, after giving effect thereto, the Revolving Borrowings are held ratably by the Lenders in accordance with their respective Commitments (after giving effect to such Commitment increase). Prepayments made under this clause (c) shall not be subject to the notice requirements of Section 2.14. (d) Notwithstanding any provision contained herein to the contrary, from and after the date of any Commitment increase and the making of any Loans on such date pursuant to clause (c)(ii) above, all calculations and payments of fees and of interest on the Loans shall take into account the actual Commitment of each Lender and the principal amount outstanding of each Loan made by such Lender during the relevant period of time.

Increase of the Commitments. (a) The Borrower may, from time to time, provided that no Default or Event of Default has occurred and is continuing, request by written notice to the Administrative Agent Agent, to increase the Commitments by in minimum increments of $10,000,000, up to a maximum increase aggregate amount (for all such increases increases) of up to $200,000,000500,000,000, by designating one or more Lenders or other financial institutions Eligible Assignees (that will become Lenders), in each case, reasonably acceptable to the Administrative Agent and acceptable to the Swingline Lender and each LC Issuing Bank, in their respective sole discretion, a “Designated Lender”) that agree to accept all or a portion of such additional Commitments (the “Proposed Increased Commitment”), provided, that (i) if a Designated Lender is not a Lender, such Designated Lender shall be reasonably acceptable to the Administrative Agent, the Swingline Bank and each a “LC Issuing Bank, and such Designated Lender”)’s Proposed Increased Commitment shall be at least $5,000,000; and (ii) if Designated Lender is a Lender, such Designated Lender shall be reasonably acceptable to the Swingline Bank and each LC Issuing Bank, and allocations of the Proposed Increased Commitment among Designated Lenders that are Lenders shall be based on the ratio of each existing Lender’s Proposed Increased Commitment, if any, to the aggregate of all Proposed Increased Commitments. The Borrower may elect to remove or replace any such designated Eligible Assignee at any time prior to the effective date of such increase, provided that any newly designated Eligible Assignee is reasonably acceptable to the Administrative Agent, the Swingline Bank and each LC Issuing Bank. (b) The Administrative Agent shall promptly notify the Designated Lenders of the Borrower’s request pursuant to subsection (a) aboveProposed Increased Commitment. Each Designated Lender shall notify the Administrative Agent by the date specified by the Administrative Agent (which date shall be a Business Day) that either (A) such Designated Lender declines to accept its additional Commitments or (B) such Designated Lender consents to accept the offered its additional Commitments. Any Designated Lender not responding on or prior to the date specified by the Administrative Agent shall be deemed not to have declined consented to accept the offered its additional Commitments. The Administrative Agent shall, after receiving the notifications from all of the Designated Lenders or following the date specified in the notice to such Designated Lenders, whichever is earlier, notify the Borrower and the Lenders of the results thereof and the effective date of any additional Commitments. The effectiveness of such additional Commitments shall be subject to the condition precedent that the Borrower shall have delivered to the Administrative Agent deliver (i) the resolutions of the Borrower authorizing such additional Commitments and all Governmental Approvals (if any) required in connection with such additional Commitments, certified as being in effect as of the effective date of such additional Commitments, (ii) a favorable opinion of counsel for the Borrower as to such matters as any Lender through the Administrative Agent may reasonably request and (iii) a certificate signed by a duly authorized officer of the BorrowerBorrower to the Administrative Agent, dated as of the effective date of such additional Commitments, stating that all conditions precedent to an Extension of Credit have been satisfied set forth in Section 3.02 are true and correct on and as of such effective datedate and (ii) a favorable opinion of counsel for the Borrower (which may be an attorney of American Electric Power Service Corporation), as to such matters as any Lender through the Administrative Agent may reasonably request. (c) Promptly following the effective date of any Commitment increase pursuant to this Section 2.07, (i) the Administrative Agent shall distribute an amended Schedule I to this Agreement (which shall thereafter be incorporated into this Agreement) to reflect any changes in Lenders, the Commitments and each Lender’s Commitment Percentage as of such effective date and (ii) the Borrower shall prepay the outstanding Revolving Borrowings (if any) in full, and shall simultaneously make new Revolving Borrowings hereunder in an amount equal to such prepayment, so that, after giving effect thereto, the Revolving Borrowings are held ratably by the Lenders in accordance with their respective Commitments (after giving effect to such Commitment increase). Prepayments made under this clause (c) shall not be subject to the notice requirements of Section 2.14. (d) Notwithstanding any provision contained herein to the contrary, from and after the date of any Commitment increase and the making of any Loans Advances on such date pursuant to clause (c)(ii) above, all calculations and payments of fees and of interest on the Loans Advances shall take into account the actual Commitment of each Lender and the principal amount outstanding of each Loan Advance made by such Lender during the relevant period of time.

Increase of the Commitments. (a) The Borrower may, from time to time, request by written notice to the Administrative Agent to increase the Commitments by a maximum aggregate amount for all such increases of up to $200,000,000600,000,000, by designating one or more Lenders or other financial institutions (that will become Lenders), in each case, reasonably acceptable to meeting the Administrative Agent and acceptable to requirements set forth in the Swingline Lender and each LC Issuing Bank, in their respective sole discretiondefinition of Eligible Assignee, that agree to accept all or a portion of such additional Commitments (each a “Designated Lender”). (b) The Administrative Agent shall promptly notify the Designated Lenders of the Borrower’s request pursuant to subsection (a) above. Each Designated Lender shall notify the Administrative Agent by the date specified by the Administrative Agent (which date shall be a Business Day) that either (A) such Designated Lender declines to accept its additional Commitments or (B) such Designated Lender consents to accept the offered Commitments. Any Designated Lender not responding on or prior to the date specified by the Administrative Agent shall be deemed to have declined to accept the offered Commitments. The Administrative Agent shall, after receiving the notifications from all of the Designated Lenders or following the date specified in the notice to such Designated Lenders, whichever is earlier, notify the Borrower and the Lenders of the results thereof and the effective date of any additional Commitments. The effectiveness of such additional Commitments shall be subject to the condition precedent that the Borrower shall have delivered to the Administrative Agent (i) the resolutions of the Borrower authorizing such additional Commitments and all Governmental Approvals (if any) required in connection with such additional Commitments, certified as being in effect as of the effective date of such additional Commitments, (ii) a favorable opinion of counsel for the Borrower as to such matters as any Lender through the Administrative Agent may reasonably request and (iii) a certificate signed by a duly authorized officer of the Borrower, dated as of the effective date of such additional Commitments, stating that all conditions precedent to an Extension of Credit have been satisfied on and as of such effective date. (c) Promptly following the effective date of any Commitment increase pursuant to this Section 2.07, (i) the Administrative Agent shall distribute an amended Schedule I to this Agreement (which shall thereafter be incorporated into this Agreement) to reflect any changes in Lenders, the Commitments and each Lender’s Commitment Percentage as of such effective date and (ii) the Borrower shall prepay the outstanding Revolving Borrowings (if any) in full, and shall simultaneously make new Revolving Borrowings hereunder in an amount equal to such prepayment, so that, after giving effect thereto, the Revolving Borrowings are held ratably by the Lenders in accordance with their respective Commitments (after giving effect to such Commitment increase). Prepayments made under this clause (c) shall not be subject to the notice requirements of Section 2.14. (d) Notwithstanding any provision contained herein to the contrary, from and after the date of any Commitment increase and the making of any Loans on such date pursuant to clause (c)(ii) above, all calculations and payments of fees and of interest on the Loans shall take into account the actual Commitment of each Lender and the principal amount outstanding of each Loan made by such Lender during the relevant period of time.

Increase of the Commitments. (a) The Borrower may, from time to time, request by written notice to the Administrative Agent to increase the Commitments by a maximum aggregate amount for all such increases of up to $200,000,000750,000,000, by designating one or more Lenders or other financial institutions (that will become Lenders), in each case, reasonably acceptable to meeting the Administrative Agent and acceptable to requirements set forth in the Swingline Lender and each LC Issuing Bank, in their respective sole discretiondefinition of Eligible Assignee, that agree to accept all or a portion of such additional Commitments (each a “Designated Lender”). (b) The Administrative Agent shall promptly notify the Designated Lenders of the Borrower’s request pursuant to subsection (a) above. Each Designated Lender shall notify the Administrative Agent by the date specified by the Administrative Agent (which date shall be a Business Day) that either (A) such Designated Lender declines to accept its additional Commitments or (B) such Designated Lender consents to accept the offered Commitments. Any Designated Lender ▇▇▇▇▇▇ not responding on or prior to the date specified by the Administrative Agent shall be deemed to have declined to accept the offered Commitments. The Administrative Agent shall, after receiving the notifications from all of the Designated Lenders or following the date specified in the notice to such Designated Lenders, whichever is earlier, notify the Borrower and the Lenders of the results thereof and the effective date of any additional Commitments. The effectiveness of such additional Commitments shall be subject to the condition precedent that the Borrower shall have delivered to the Administrative Agent (i) the resolutions of the Borrower authorizing such additional Commitments and all Governmental Approvals (if any) required in connection with such additional Commitments, certified as being in effect as of the effective date of such additional Commitments, (ii) a favorable opinion of counsel for the Borrower as to such matters as any Lender through the Administrative Agent may reasonably request and (iii) a certificate signed by a duly authorized officer of the Borrower, dated as of the effective date of such additional Commitments, stating that all conditions precedent to an Extension of Credit have been satisfied on and as of such effective date. (c) Promptly following the effective date of any Commitment increase pursuant to this Section 2.07, (i) the Administrative Agent shall distribute an amended Schedule I to this Agreement (which shall thereafter be incorporated into this Agreement) to reflect any changes in Lenders, the Commitments and each Lender’s Commitment Percentage as of such effective date and (ii) the Borrower shall prepay the outstanding Revolving Borrowings (if any) in full, and shall simultaneously make new Revolving Borrowings hereunder in an amount equal to such prepayment, so that, after giving effect thereto, the Revolving Borrowings are held ratably by the Lenders in accordance with their respective Commitments (after giving effect to such Commitment increase). Prepayments made under this clause (c) shall not be subject to the notice requirements of Section 2.14. (d) Notwithstanding any provision contained herein to the contrary, from and after the date of any Commitment increase and the making of any Loans on such date pursuant to clause (c)(ii) above, all calculations and payments of fees and of interest on the Loans shall take into account the actual Commitment of each Lender and the principal amount outstanding of each Loan made by such Lender during the relevant period of time.

Increase of the Commitments. (a) The Borrower may, from time to time, request by written notice to the Administrative Agent to increase the Commitments by a maximum aggregate amount for all such increases of up to $200,000,000600,000,000, by designating one or more Lenders or other financial institutions (that will become Lenders), in each case, reasonably acceptable to meeting the Administrative Agent and acceptable to requirements set forth in the Swingline Lender and each LC Issuing Bank, in their respective sole discretiondefinition of Eligible Assignee, that agree to accept all or a portion of such additional Commitments (each a “Designated Lender”). (b) The Administrative Agent shall promptly notify the Designated Lenders of the Borrower’s request pursuant to subsection (a) above. Each Designated Lender shall notify the Administrative Agent by the date specified by the Administrative Agent (which date shall be a Business Day) that either (A) such Designated Lender declines to accept its additional Commitments or (B) such Designated Lender consents to accept the offered Commitments. Any Designated Lender ▇▇▇▇▇▇ not responding on or prior to the date specified by the Administrative Agent shall be deemed to have declined to accept the offered Commitments. The Administrative Agent shall, after receiving the notifications from all of the Designated Lenders or following the date specified in the notice to such Designated Lenders, whichever is earlier, notify the Borrower and the Lenders of the results thereof and the effective date of any additional Commitments. The effectiveness of such additional Commitments shall be subject to the condition precedent that the Borrower shall have delivered to the Administrative Agent (i) the resolutions of the Borrower authorizing such additional Commitments and all Governmental Approvals (if any) required in connection with such additional Commitments, certified as being in effect as of the effective date of such additional Commitments, (ii) a favorable opinion of counsel for the Borrower as to such matters as any Lender through the Administrative Agent may reasonably request and (iii) a certificate signed by a duly authorized officer of the Borrower, dated as of the effective date of such additional Commitments, stating that all conditions precedent to an Extension of Credit have been satisfied on and as of such effective date. (c) Promptly following the effective date of any Commitment increase pursuant to this Section 2.07, (i) the Administrative Agent shall distribute an amended Schedule I to this Agreement (which shall thereafter be incorporated into this Agreement) to reflect any changes in Lenders, the Commitments and each Lender’s Commitment Percentage as of such effective date and (ii) the Borrower shall prepay the outstanding Revolving Borrowings (if any) in full, and shall simultaneously make new Revolving Borrowings hereunder in an amount equal to such prepayment, so that, after giving effect thereto, the Revolving Borrowings are held ratably by the Lenders in accordance with their respective Commitments (after giving effect to such Commitment increase). Prepayments made under this clause (c) shall not be subject to the notice requirements of Section 2.14. (d) Notwithstanding any provision contained herein to the contrary, from and after the date of any Commitment increase and the making of any Loans on such date pursuant to clause (c)(ii) above, all calculations and payments of fees and of interest on the Loans shall take into account the actual Commitment of each Lender and the principal amount outstanding of each Loan made by such Lender during the relevant period of time.

Increase of the Commitments. (a) The Borrower may, from time to time, request by written notice to the Administrative Agent to increase the Commitments by a maximum aggregate amount for all such increases of up to $200,000,000750,000,000, by designating one or more Lenders or other financial institutions (that will become Lenders), in each case, reasonably acceptable to meeting the Administrative Agent and acceptable to requirements set forth in the Swingline Lender and each LC Issuing Bank, in their respective sole discretiondefinition of Eligible Assignee, that agree to accept all or a portion of such additional Commitments (each a “Designated Lender”). (b) The Administrative Agent shall promptly notify the Designated Lenders of the Borrower’s request pursuant to subsection (a) above. Each Designated Lender shall notify the Administrative Agent by the date specified by the Administrative Agent (which date shall be a Business Day) that either (A) such Designated Lender declines to accept its additional Commitments or (B) such Designated Lender consents to accept the offered Commitments. Any Designated Lender not responding on or prior to the date specified by the Administrative Agent shall be deemed to have declined to accept the offered Commitments. The Administrative Agent shall, after receiving the notifications from all of the Designated Lenders or following the date specified in the notice to such Designated Lenders, whichever is earlier, notify the Borrower and the Lenders of the results thereof and the effective date of any additional Commitments. The effectiveness of such additional Commitments shall be subject to the condition precedent that the Borrower shall have delivered to the Administrative Agent (i) the resolutions of the Borrower authorizing such additional Commitments and all Governmental Approvals (if any) required in connection with such additional Commitments, certified as being in effect as of the effective date of such additional Commitments, (ii) a favorable opinion of counsel for the Borrower as to such matters as any Lender through the Administrative Agent may reasonably request and (iii) a certificate signed by a duly authorized officer of the Borrower, dated as of the effective date of such additional Commitments, stating that all conditions precedent to an Extension of Credit have been satisfied on and as of such effective date. (c) Promptly following the effective date of any Commitment increase pursuant to this Section 2.07, (i) the Administrative Agent shall distribute an amended Schedule I to this Agreement (which shall thereafter be incorporated into this Agreement) to reflect any changes in Lenders, the Commitments and each Lender’s Commitment Percentage as of such effective date and (ii) the Borrower shall prepay the outstanding Revolving Borrowings (if any) in full, and shall simultaneously make new Revolving Borrowings hereunder in an amount equal to such prepayment, so that, after giving effect thereto, the Revolving Borrowings are held ratably by the Lenders in accordance with their respective Commitments (after giving effect to such Commitment increase). Prepayments made under this clause (c) shall not be subject to the notice requirements of Section 2.14. (d) Notwithstanding any provision contained herein to the contrary, from and after the date of any Commitment increase and the making of any Loans on such date pursuant to clause (c)(ii) above, all calculations and payments of fees and of interest on the Loans shall take into account the actual Commitment of each Lender and the principal amount outstanding of each Loan made by such Lender during the relevant period of time.

Increase of the Commitments. (a) The Borrower may, from time to time, request by written notice to the Administrative Agent to increase the Commitments by a maximum aggregate amount for all such increases of up to $200,000,000, by designating one or more Lenders or other financial institutions (that will become Lenders), in each case, reasonably acceptable to meeting the Administrative Agent and acceptable to requirements set forth in the Swingline Lender and each LC Issuing Bank, in their respective sole discretiondefinition of Eligible Assignee, that agree to accept all or a portion of such additional Commitments (each a “Designated Lender”). (b) The Administrative Agent shall promptly notify the Designated Lenders of the Borrower’s request pursuant to subsection (a) above. Each Designated Lender shall notify the Administrative Agent by the date specified by the Administrative Agent (which date shall be a Business Day) that either (A) such Designated Lender declines to accept its additional Commitments or (B) such Designated Lender consents to accept the offered Commitments. Any Designated Lender not responding on or prior to the date specified by the Administrative Agent shall be deemed to have declined to accept the offered Commitments. The Administrative Agent shall, after receiving the notifications from all of the Designated Lenders or following the date specified in the notice to such Designated Lenders, whichever is earlier, notify the Borrower and the Lenders of the results thereof and the effective date of any additional Commitments. The effectiveness of such additional Commitments shall be subject to the condition precedent that the Borrower shall have delivered to the Administrative Agent (i) the resolutions of the Borrower authorizing such additional Commitments and all Governmental Approvals (if any) required in connection with such additional Commitments, certified as being in effect as of the effective date of such additional Commitments, (ii) a favorable opinion of counsel for the Borrower as to such matters as any Lender through the Administrative Agent may reasonably request and (iii) a certificate signed by a duly authorized officer of the Borrower, dated as of the effective date of such additional Commitments, stating that all conditions precedent to an Extension of Credit have been satisfied on and as of such effective date. (c) Promptly following the effective date of any Commitment increase pursuant to this Section 2.07, (i) the Administrative Agent shall distribute an amended Schedule I to this Agreement (which shall thereafter be incorporated into this Agreement) to reflect any changes in Lenders, the Commitments and each Lender’s Commitment Percentage as of such effective date and (ii) the Borrower shall prepay the outstanding Revolving Borrowings (if any) in full, and shall simultaneously make new Revolving Borrowings hereunder in an amount equal to such prepayment, so that, after giving effect thereto, the Revolving Borrowings are held ratably by the Lenders in accordance with their respective Commitments (after giving effect to such Commitment increase). Prepayments made under this clause (c) shall not be subject to the notice requirements of Section 2.14. (d) Notwithstanding any provision contained herein to the contrary, from and after the date of any Commitment increase and the making of any Loans on such date pursuant to clause (c)(ii) above, all calculations and payments of fees and of interest on the Loans shall take into account the actual Commitment of each Lender and the principal amount outstanding of each Loan made by such Lender during the relevant period of time.

Increase of the Commitments. (a) The Borrower may, from time to time, request by written notice to the Administrative Agent to increase the Commitments by a maximum aggregate amount for all such increases of up to $200,000,000150,000,000, by designating one or more Lenders or other financial institutions (that will become Lenders), in each case, reasonably acceptable to meeting the Administrative Agent and acceptable to requirements set forth in the Swingline Lender and each LC Issuing Bank, in their respective sole discretiondefinition of Eligible Assignee, that agree to accept all or a portion of such additional Commitments (each a “Designated Lender”). (b) The Administrative Agent shall promptly notify the Designated Lenders of the Borrower’s request pursuant to subsection (a) above. Each Designated Lender shall notify the Administrative Agent by the date specified by the Administrative Agent (which date shall be a Business Day) that either (A) such Designated Lender declines to accept its additional Commitments or (B) such Designated Lender consents to accept the offered Commitments. Any Designated Lender not responding on or prior to the date specified by the Administrative Agent shall be deemed to have declined to accept the offered Commitments. The Administrative Agent shall, after receiving the notifications from all of the Designated Lenders or following the date specified in the notice to such Designated Lenders, whichever is earlier, notify the Borrower and the Lenders of the results thereof and the effective date of any additional Commitments. The effectiveness of such additional Commitments shall be subject to the condition conditions precedent that (i) unless the Collateral Release has occurred, the Borrower shall have issued to the Administrative Agent General and Refunding Mortgage Bonds, in form and substance similar to the General and Refunding Mortgage Bond issued to the Administrative Agent on the Closing Date, in accordance with the terms of the General and Refunding Mortgage Indenture, in an aggregate principal amount equal to the difference between the principal amount of the Commitments (after giving effect to such increase and any prior increases or permanent reductions to the Commitments) and the outstanding principal amount of General and Refunding Mortgage Bonds previously issued to the Administrative Agent as collateral support for the Obligations; and (ii) the Borrower shall have delivered to the Administrative Agent (iA) the resolutions of the Borrower authorizing such additional Commitments (and, if applicable, such new issuance of General and Refunding Mortgage Bonds) and all Governmental Approvals (if any) required in connection with such additional CommitmentsCommitments (and, if applicable, such new issuance of General and Refunding Mortgage Bonds), certified as being in effect as of the effective date of such additional Commitments, (iiB) a favorable opinion of counsel for the Borrower as to such matters as any Lender through the Administrative Agent may reasonably request (including, if applicable, as to such new issuance of General and Refunding Mortgage Bonds) and (iiiC) a certificate signed by a duly authorized officer of the Borrower, dated as of the effective date of such additional Commitments, stating that all conditions precedent to an Extension of Credit have been satisfied on and as of such effective date. (c) Promptly following the effective date of any Commitment increase pursuant to this Section 2.07, (i) the Administrative Agent shall distribute an amended Schedule I to this Agreement (which shall thereafter be incorporated into this Agreement) to reflect any changes in Lenders, the Commitments and each Lender’s Commitment Percentage as of such effective date and (ii) the Borrower shall prepay the outstanding Revolving Borrowings (if any) in full, and shall simultaneously make new Revolving Borrowings hereunder in an amount equal to such prepayment, so that, after giving effect thereto, the Revolving Borrowings are held ratably by the Lenders in accordance with their respective Commitments (after giving effect to such Commitment increase). Prepayments made under this clause (c) shall not be subject to the notice requirements of Section 2.14. (d) Notwithstanding any provision contained herein to the contrary, from and after the date of any Commitment increase and the making of any Loans on such date pursuant to clause (c)(ii) above, all calculations and payments of fees and of interest on the Loans shall take into account the actual Commitment of each Lender and the principal amount outstanding of each Loan made by such Lender during the relevant period of time. The Loans made or Letters of Credit issued in respect of any Commitment increase pursuant to this Section 2.07 will rank pari passu in right of payment and security with the other Loans made and Letters of Credit issued hereunder and shall constitute and be part of the “Obligations” arising under this Agreement.

Increase of the Commitments. (a) The Borrower may, from time to time, request by written notice to the Administrative Agent to increase the Commitments by a maximum aggregate amount for all such increases of up to $200,000,000100,000,000, by designating one or more Lenders or other financial institutions (that will become Lenders), in each case, reasonably acceptable to meeting the Administrative Agent and acceptable to requirements set forth in the Swingline Lender and each LC Issuing Bank, in their respective sole discretiondefinition of Eligible Assignee, that agree to accept all or a portion of such additional Commitments (each a “Designated Lender”). (b) The Administrative Agent shall promptly notify the Designated Lenders of the Borrower’s request pursuant to subsection (a) above. Each Designated Lender shall notify the Administrative Agent by the date specified by the Administrative Agent (which date shall be a Business Day) that either (A) such Designated Lender declines to accept its additional Commitments or (B) such Designated Lender consents to accept the offered Commitments. Any Designated Lender not responding on or prior to the date specified by the Administrative Agent shall be deemed to have declined to accept the offered Commitments. The Administrative Agent shall, after receiving the notifications from all of the Designated Lenders or following the date specified in the notice to such Designated Lenders, whichever is earlier, notify the Borrower and the Lenders of the results thereof and the effective date of any additional Commitments. The effectiveness of such additional Commitments shall be subject to the condition conditions precedent that (i) unless the Collateral Release has occurred, the Borrower shall have issued to the Administrative Agent General and Refunding Mortgage Bonds, in form and substance similar to the General and Refunding Mortgage Bond issued to the Administrative Agent on the Closing Date, in accordance with the terms of the General and Refunding Mortgage Indenture, in an aggregate principal amount equal to the difference between the principal amount of the Commitments (after giving effect to such increase and any prior increases or permanent reductions to the Commitments) and the outstanding principal amount of General and Refunding Mortgage Bonds previously issued to the Administrative Agent as collateral support for the Obligations; and (ii) the Borrower shall have delivered to the Administrative Agent (iA) the resolutions of the Borrower authorizing such additional Commitments (and, if applicable, such new issuance of General and Refunding Mortgage Bonds) and all Governmental Approvals (if any) required in connection with such additional CommitmentsCommitments (and, if applicable, such new issuance of General and Refunding Mortgage Bonds), certified as being in effect as of the effective date of such additional Commitments, (iiB) a favorable opinion of counsel for the Borrower as to such matters as any Lender through the Administrative Agent may reasonably request (including, if applicable, as to such new issuance of General and Refunding Mortgage Bonds) and (iiiC) a certificate signed by a duly authorized officer of the Borrower, dated as of the effective date of such additional Commitments, stating that all conditions precedent to an Extension of Credit have been satisfied on and as of such effective date. (c) Promptly following the effective date of any Commitment increase pursuant to this Section 2.07, (i) the Administrative Agent shall distribute an amended Schedule I to this Agreement (which shall thereafter be incorporated into this Agreement) to reflect any changes in Lenders, the Commitments and each Lender’s Commitment Percentage as of such effective date and (ii) the Borrower shall prepay the outstanding Revolving Borrowings (if any) in full, and shall simultaneously make new Revolving Borrowings hereunder in an amount equal to such prepayment, so that, after giving effect thereto, the Revolving Borrowings are held ratably by the Lenders in accordance with their respective Commitments (after giving effect to such Commitment increase). Prepayments made under this clause (c) shall not be subject to the notice requirements of Section 2.14. (d) Notwithstanding any provision contained herein to the contrary, from and after the date of any Commitment increase and the making of any Loans on such date pursuant to clause (c)(ii) above, all calculations and payments of fees and of interest on the Loans shall take into account the actual Commitment of each Lender and the principal amount outstanding of each Loan made by such Lender during the relevant period of time. The Loans made or Letters of Credit issued in respect of any Commitment increase pursuant to this Section 2.07 will rank pari passu in right of payment and security with the other Loans made and Letters of Credit issued hereunder and shall constitute and be part of the “Obligations” arising under this Agreement.

Increase of the Commitments. (a) The After the Closing Date, the Borrower maymay on one or more occasions, from time to time, request by written notice to the Administrative Agent to increase and executed by the Commitments by a maximum aggregate amount for all such increases of up to $200,000,000, by designating Borrower and one or more Lenders or other financial institutions (that will become Lenders), any such financial institution referred to in each case, reasonably acceptable to the Administrative Agent and acceptable to the Swingline Lender and each LC Issuing Bank, in their respective sole discretion, that agree to accept all or a portion of such additional Commitments this paragraph (each a) being called a “Designated Lender”). (b) The Administrative Agent shall promptly notify , which may include, in the Borrower’s sole discretion, any Lender, cause new Commitments to be extended by the Designated Lenders (or cause the Commitments of the Borrower’s request Designated Lenders to be increased, as the case may be); provided that (i) at no time shall the aggregate amount of all extensions of new Commitments and increases in existing Commitments effected pursuant to subsection this paragraph (a) above. Each exceed $500,000,000, (ii) each such requested increase shall be in a minimum principal amount of $50,000,000, (iii) each Designated Lender shall notify the Administrative Agent by the date specified by the Administrative Agent (which date shall be a Business Day) that either (A) such Designated Lender declines be subject to accept its additional Commitments the approval of the Administrative Agent, each LC Issuing Bank and each Swing Line Bank (which approval shall not be unreasonably withheld or delayed) and (B) if not an existing Lender, execute all such Designated Lender consents to accept the offered Commitments. Any Designated Lender not responding on or prior to the date specified by documentation as the Administrative Agent shall reasonably specify to evidence the Commitment or Commitments of such Designated Lender and/or its status as a Lender hereunder, and (iv) immediately prior to and immediately after giving effect to such proposed increase, no Default or Event of Default shall have occurred and be deemed continuing. Extensions of new Commitments and increases in existing Commitments pursuant to have declined to accept the offered Commitments. The Administrative Agent shall, after receiving the notifications from all of the Designated Lenders or following this paragraph (a) shall become effective on the date specified in the applicable notice to such Designated Lenders, whichever is earlier, notify delivered by the Borrower and the Lenders of the results thereof and the effective date of any additional CommitmentsBorrower. The effectiveness of such additional Commitments shall be subject to the condition precedent that the Borrower shall have delivered to the Administrative Agent deliver (i) the resolutions of the Borrower authorizing such additional Commitments and all Governmental Approvals (if any) required in connection with such additional Commitments, certified as being in effect as of the effective date of such additional Commitments, (ii) a favorable opinion of counsel for the Borrower as to such matters as any Lender through the Administrative Agent may reasonably request and (iii) a certificate signed by a duly authorized officer of the BorrowerBorrower to the Administrative Agent, dated as of the effective date of such additional Commitments, stating that all conditions precedent representations and warranties of the Borrower set forth in Article IV (other than the representations and warranties set forth in Sections 4.04 and 4.05(b)) (with all references in such Article to an Extension a Borrowing or Swing Line Borrowing being deemed to be references to the increase of Credit have been satisfied the Commitments) are true in all material respects as if made on and as of such effective date (other than with respect to any representation and warranty that expressly relates to an earlier date, in which case such representation and warranty shall be true in all material respects as of such earlier date, and except for any representation and warranty that is qualified by materiality or reference to Material Adverse Change, in which case such representation and warranty shall be true in all respects as of such earlier date), (ii) evidence of appropriate corporate authorization on the part of the Borrower with respect to the increase in the Commitments and (iii) if requested by a Designated Lender, such opinions of counsel for the Borrower with respect to the increase in the Commitments as the Administrative Agent may reasonably request. Any Lender or any other financial institution offered or approached to provide all or a portion of any increase in the Commitment pursuant to this paragraph (a) may elect or decline, in its sole discretion, to provide such Commitment. (b) The Outstanding Credits will be reallocated on the effective date of such increase among the Lenders in accordance with their revised Pro Rata Shares (and, with respect to any outstanding Advances, the Lenders agree to make all payments and adjustments necessary to effect the reallocation and the Borrower shall pay any and all costs required pursuant to Section 2.13 in connection with such reallocation as if such reallocation were a repayment). Prepayments made under this paragraph (b) shall not be subject to the notice or minimum amount requirements of Section 2.12. (c) Promptly following the effective date of any Commitment increase pursuant to this Section 2.072.05, (i) the Administrative Agent shall distribute an amended Schedule I to this Agreement (which shall thereafter be incorporated into this Agreement) to reflect any changes in Lenders, the Commitments and each Lender’s Commitment Pro Rata Percentage as of such effective date and (ii) the Borrower shall prepay the outstanding Revolving Borrowings (if any) in full, and shall simultaneously make new Revolving Borrowings hereunder in an amount equal to such prepayment, so that, after giving effect thereto, the Revolving Borrowings are held ratably by the Lenders in accordance with their respective Commitments (after giving effect to such Commitment increase). Prepayments made under this clause (c) shall not be subject to the notice requirements of Section 2.14date. (d) Notwithstanding any provision contained herein to the contrary, from and after the date of any Commitment increase and the making of any Loans on such date pursuant to clause (c)(ii) above, all calculations and payments of fees and of interest on the Loans shall take into account the actual Commitment of each Lender and the principal amount outstanding of each Loan made by such Lender during the relevant period of time.

Increase of the Commitments. (a) The Borrower maymay on one or more occasions, from time to time, request by written notice to the Administrative Agent to increase and executed by the Commitments by a maximum aggregate amount for all such increases of up to $200,000,000, by designating Borrower and one or more Lenders or other financial institutions (that will become Lenders), any such financial institution referred to in each case, reasonably acceptable to the Administrative Agent and acceptable to the Swingline Lender and each LC Issuing Bank, in their respective sole discretion, that agree to accept all or a portion of such additional Commitments this paragraph (each a) being called a “Designated Lender”). (b) The Administrative Agent shall promptly notify , which may include any Lender, cause new Commitments to be extended by the Designated Lenders (or cause the Commitments of the Borrower’s request Designated Lenders to be increased, as the case may be); provided that (i) at no time shall the aggregate amount of all extensions of new Commitments and increases in existing Commitments effected pursuant to subsection this paragraph (a) above. Each exceed $200,000,000 and (ii) each Designated Lender, if not already a Lender hereunder, shall notify (A) be subject to the Administrative Agent by the date specified by approval of the Administrative Agent (which date approval shall not be a Business Dayunreasonably withheld) that either (A) such Designated Lender declines to accept its additional Commitments or and (B) execute all such Designated Lender consents to accept the offered Commitments. Any Designated Lender not responding on or prior to the date specified by documentation as the Administrative Agent shall be deemed reasonably specify to have declined evidence the Commitment or Commitments of such Designated Lender and/or its status as a Lender hereunder. Extensions of new Commitments and increases in existing Commitments pursuant to accept the offered Commitments. The Administrative Agent shall, after receiving the notifications from all of the Designated Lenders or following this paragraph (a) shall become effective on the date specified in the applicable notice to such Designated Lenders, whichever is earlier, notify delivered by the Borrower and the Lenders of the results thereof and the effective date of any additional CommitmentsBorrower. The effectiveness of such additional Commitments shall be subject to the condition precedent that the Borrower shall have delivered to the Administrative Agent (i) the resolutions of the Borrower authorizing such additional Commitments and all Governmental Approvals (if any) required in connection with such additional Commitments, certified as being in effect as of the effective date of such additional Commitments, (ii) a favorable opinion of counsel for the Borrower as to such matters as any Lender through the Administrative Agent may reasonably request and (iii) deliver a certificate signed by a duly authorized officer of the BorrowerBorrower to the Administrative Agent, dated as of the effective date of such additional Commitments, stating that all conditions precedent representations and warranties of the Borrower set forth in Article IV of this Agreement (with all references in such Article to an Extension a Borrowing or Swing Line Borrowing being deemed to be references to the increase of Credit have been satisfied the Commitments) are true in all material respects as if made on and as of such effective date. (cb) Promptly following the effective date of any Commitment increase pursuant to this Section 2.072.05, (i) the Administrative Agent shall distribute an amended Schedule I to this Agreement (which shall thereafter be incorporated into this Agreement) to reflect any changes in Lenders, the Commitments and each Lender’s Commitment Pro Rata Percentage as of such effective date and date, (ii) the Borrower shall prepay the to certain Lenders such amount of any Advances as may be then outstanding Revolving Borrowings (if anywithout regard to minimum prepayment amounts pursuant to Section 2.12, but including any additional amounts required pursuant to Section 2.13) in full, and shall simultaneously make new Revolving Borrowings hereunder in an amount equal to such prepayment, as are necessary so that, after giving effect theretoto such prepayments and any borrowings on such date of all or any portion of such Commitment increase, the Revolving Borrowings are held ratably by the Lenders in accordance with their respective Commitments principal balance of all outstanding Advances owing to each Lender is equivalent to each such Lender’s Pro Rata Percentage (after giving effect to such any nonratable Commitment increase)increase in the Commitment resulting from a Commitment increase pursuant to this Section 2.05) of all then outstanding Advances. Prepayments made under this clause (cb)(ii) shall not be subject to the notice requirements of Section 2.142.12. (dc) Notwithstanding any provision contained herein to the contrary, from and after the date of any Commitment increase and the making of any Loans Advances on such date pursuant to clause (c)(iib)(ii) above, all calculations and payments of fees and of interest on the Loans Advances shall take into account the actual Commitment of each Lender and the principal amount outstanding of each Loan Advance made by such Lender during the relevant period of time.

Increase of the Commitments. (a) The Borrower may, from time to time, request by written notice to the Administrative Agent Agent, to increase the Commitments by a maximum aggregate amount for all such increases of up to $200,000,000500,000,000, by designating one or more Lenders or other financial institutions (that will become Lenders), in each case, Eligible Assignees reasonably acceptable to the Administrative Agent and acceptable to the Swingline Lender and each LC Issuing Bank, in their respective sole discretion, that agree to accept all or a portion of such additional Commitments (each a “Designated Lender”). The Borrower may elect to remove or replace any such designated Eligible Assignee at any time prior to the effective date of such increase. (b) The Administrative Agent shall promptly notify the Designated Lenders of the Borrower’s request pursuant to subsection (a) aboveLenders. Each Designated Lender shall notify the Administrative Agent by the date specified by the Administrative Agent (which date shall be a Business Day) that either (A) such Designated Lender declines to accept its additional Commitments or (B) such Designated Lender consents to accept the offered its additional Commitments. Any Designated Lender not responding on or prior to the date specified by the Administrative Agent shall be deemed not to have declined consented to accept the offered its additional Commitments. The Administrative Agent shall, after receiving the notifications from all of the Designated Lenders or following the date specified in the notice to such Designated Lenders, whichever is earlier, notify the Borrower and the Lenders of the results thereof and the effective date of any additional Commitments. The effectiveness of such additional Commitments shall be subject to the condition precedent that the Borrower shall have delivered to the Administrative Agent (i) the resolutions of the Borrower authorizing such additional Commitments and all Governmental Approvals (if any) required in connection with such additional Commitments, certified as being in effect as of the effective date of such additional Commitments, (ii) a favorable opinion of counsel for the Borrower as to such matters as any Lender through the Administrative Agent may reasonably request and (iii) deliver a certificate signed by a duly authorized officer of the BorrowerBorrower to the Administrative Agent, dated as of the effective date of such additional Commitments, stating that all conditions precedent to an Extension of Credit have been satisfied are true and correct on and as of such effective date. (c) Promptly following the effective date of any Commitment increase pursuant to this Section 2.072.06, (i) the Administrative Agent shall distribute an amended Schedule I to this Agreement (which shall thereafter be incorporated into this Agreement) to reflect any changes in Lenders, the Commitments and each Lender’s Commitment Percentage as of such effective date and (ii) the Borrower shall prepay the outstanding Revolving Borrowings (if any) in full, and shall simultaneously make new Revolving Borrowings hereunder in an amount equal to such prepayment, so that, after giving effect thereto, the Revolving Borrowings are held ratably by the Lenders in accordance with their respective Commitments (after giving effect to such Commitment increase). Prepayments made under this clause (c) shall not be subject to the notice requirements of Section 2.142.13. (d) Notwithstanding any provision contained herein to the contrary, from and after the date of any Commitment increase and the making of any Loans Advances on such date pursuant to clause (c)(ii) above, all calculations and payments of fees and of interest on the Loans Advances shall take into account the actual Commitment of each Lender and the principal amount outstanding of each Loan Advance made by such Lender during the relevant period of time.

Increase of the Commitments. (a) The Borrower may, from time to time, request by written notice to the Administrative Agent to increase the Commitments by a maximum aggregate amount for all such increases of up to $200,000,000300,000,000, by designating one or more Lenders or other financial institutions (that will become Lenders), in each case, reasonably acceptable to meeting the Administrative Agent and acceptable to requirements set forth in the Swingline Lender and each LC Issuing Bank, in their respective sole discretiondefinition of Eligible Assignee, that agree to accept all or a portion of such additional Commitments (each a “Designated Lender”). (b) The Administrative Agent shall promptly notify the Designated Lenders of the Borrower’s request pursuant to subsection (a) above. Each Designated Lender shall notify the Administrative Agent by the date specified by the Administrative Agent (which date shall be a Business Day) that either (A) such Designated Lender declines to accept its additional Commitments or (B) such Designated Lender consents to accept the offered Commitments. Any Designated Lender not responding on or prior to the date specified by the Administrative Agent shall be deemed to have declined to accept the offered Commitments. The Administrative Agent shall, after receiving the notifications from all of the Designated Lenders or following the date specified in the notice to such Designated Lenders, whichever is earlier, notify the Borrower and the Lenders of the results thereof and the effective date of any additional Commitments. The effectiveness of such additional Commitments shall be subject to the condition precedent that the Borrower shall have delivered to the Administrative Agent (i) the resolutions of the Borrower authorizing such additional Commitments and all Governmental Approvals (if any) required in connection with such additional Commitments, certified as being in effect as of the effective date of such additional Commitments, (ii) a favorable opinion of counsel for the Borrower as to such matters as any Lender through the Administrative Agent may reasonably request and (iii) a certificate signed by a duly authorized officer of the Borrower, dated as of the effective date of such additional Commitments, stating that all conditions precedent to an Extension of Credit have been satisfied on and as of such effective date. (c) Promptly following the effective date of any Commitment increase pursuant to this Section 2.07, (i) the Administrative Agent shall distribute an amended Schedule I to this Agreement (which shall thereafter be incorporated into this Agreement) to reflect any changes in Lenders, the Commitments and each Lender’s Commitment Percentage as of such effective date and (ii) the Borrower shall prepay the outstanding Revolving Borrowings (if any) in full, and shall simultaneously make new Revolving Borrowings hereunder in an amount equal to such prepayment, so that, after giving effect thereto, the Revolving Borrowings are held ratably by the Lenders in accordance with their respective Commitments (after giving effect to such Commitment increase). Prepayments made under this clause (c) shall not be subject to the notice requirements of Section 2.14. (d) Notwithstanding any provision contained herein to the contrary, from and after the date of any Commitment increase and the making of any Loans on such date pursuant to clause (c)(ii) above, all calculations and payments of fees and of interest on the Loans shall take into account the actual Commitment of each Lender and the principal amount outstanding of each Loan made by such Lender during the relevant period of time.

Increase of the Commitments. (a) The Borrower may, from time to time, request by written notice to the Administrative Agent to increase the Commitments by a maximum aggregate amount for all such increases of up to $200,000,000, by designating one or more Lenders or other financial institutions (that will become Lenders), in each case, reasonably acceptable to meeting the Administrative Agent and acceptable to requirements set forth in the Swingline Lender and each LC Issuing Bank, in their respective sole discretiondefinition of Eligible Assignee, that agree to accept all or a portion of such additional Commitments (each a “Designated Lender”). (b) The Administrative Agent shall promptly notify the Designated Lenders of the Borrower’s request pursuant to subsection (a) above. Each Designated Lender shall notify the Administrative Agent by the date specified by the Administrative Agent (which date shall be a Business Day) that either (A) such Designated Lender declines to accept its additional Commitments or (B) such Designated Lender consents to accept the offered Commitments. Any Designated Lender not responding on or prior to the date specified by the Administrative Agent shall be deemed to have declined to accept the offered Commitments. The Administrative Agent shall, after receiving the notifications from all of the Designated Lenders or following the date specified in the notice to such Designated Lenders, whichever is earlier, notify the Borrower and the Lenders of the results thereof and the effective date of any additional Commitments. The effectiveness of such additional Commitments shall be subject to the condition precedent that the Borrower shall have delivered to the Administrative Agent (i) the resolutions of the Borrower authorizing such additional Commitments and all Governmental Approvals (if any) required in connection with such additional Commitments, certified as being in effect as of the effective date of such additional Commitments, (ii) a favorable opinion of counsel for the Borrower as to such matters as any Lender through the Administrative Agent may reasonably request and (iii) a certificate signed by a duly authorized officer of the Borrower, dated as of the effective date of such additional Commitments, stating that all conditions precedent to an Extension of Credit have been satisfied on and as of such effective date. (c) Promptly following the effective date of any Commitment increase pursuant to this Section 2.07, (i) the Administrative Agent shall distribute an amended Schedule I to this Agreement (which shall thereafter be incorporated into this Agreement) to reflect any changes in Lenders, the Commitments and each Lender’s Commitment Percentage as of such effective date and (ii) the Borrower shall prepay the outstanding Revolving Borrowings (if any) in full, and shall simultaneously make new Revolving Borrowings hereunder in an amount equal to such prepayment, so that, after giving effect thereto, the Revolving Borrowings are held ratably by the Lenders in accordance with their respective Commitments (after giving effect to such Commitment increase). Prepayments made under this clause (c) shall not be subject to the notice requirements of Section 2.14. (d) Notwithstanding any provision contained herein to the contrary, from and after the date of any Commitment increase and the making of any Loans on such date pursuant to clause (c)(ii) above, all calculations and payments of fees and of interest on the Loans shall take into account the actual Commitment of each Lender and the principal amount outstanding of each Loan made by such Lender during the relevant period of time.

Increase of the Commitments. (a) The Borrower may, from time to time, request by written notice to the Administrative Agent to increase the Commitments by a maximum aggregate amount for all such increases of up to $200,000,000, 300,000,000 by designating one or more Lenders or other financial institutions (that will become Lenders), in each case, reasonably acceptable to meeting the Administrative Agent and acceptable to requirements set forth in the Swingline Lender and each LC Issuing Bank, in their respective sole discretiondefinition of Eligible Assignee, that agree to accept all or a portion of such additional Commitments (each a “Designated Lender”). (b) The Administrative Agent shall promptly notify the Designated Lenders of the Borrower’s request pursuant to subsection (a) above. Each Designated Lender shall notify the Administrative Agent by the date specified by the Administrative Agent (which date shall be a Business Day) that either (A) such Designated Lender declines to accept its additional Commitments or (B) such Designated Lender consents to accept the offered Commitments. Any Designated Lender ▇▇▇▇▇▇ not responding on or prior to the date specified by the Administrative Agent shall be deemed to have declined to accept the offered Commitments. The Administrative Agent shall, after receiving the notifications from all of the Designated Lenders or following the date specified in the notice to such Designated Lenders, whichever is earlier, notify the Borrower and the Lenders of the results thereof and the effective date of any additional Commitments. The effectiveness of such additional Commitments shall be subject to the condition conditions precedent that (i) unless the Collateral Release has occurred, the Borrower shall have issued to the Administrative Agent General and Refunding Mortgage Bonds, in form and substance similar to the General and Refunding Mortgage Bond issued to the Administrative Agent on the Closing Date, in accordance with the terms of the General and Refunding Mortgage Indenture, in an aggregate principal amount equal to the difference between the principal amount of the Commitments (after giving effect to such increase and any prior increases or permanent reductions to the Commitments) and the outstanding principal amount of General and Refunding Mortgage Bonds previously issued to the Administrative Agent as collateral support for the Obligations; and (ii) the Borrower shall have delivered to the Administrative Agent (iA) the resolutions of the Borrower authorizing such additional Commitments (and, if applicable, such new issuance of General and Refunding Mortgage Bonds) and all Governmental Approvals (if any) required in connection with such additional CommitmentsCommitments (and, if applicable, such new issuance of General and Refunding Mortgage Bonds), certified as being in effect as of the effective date of such additional Commitments, (iiB) a favorable opinion of counsel for the Borrower as to such matters as any Lender through the Administrative Agent may reasonably request (including, if applicable, as to such new issuance of General and Refunding Mortgage Bonds) and (iiiC) a certificate signed by a duly authorized officer of the Borrower, dated as of the effective date of such additional Commitments, stating that all conditions precedent to an Extension of Credit have been satisfied on and as of such effective date. (c) Promptly following the effective date of any Commitment increase pursuant to this Section 2.07, (i) the Administrative Agent shall distribute an amended Schedule I I(A) or Schedule I(B) to this Agreement Agreement, as applicable (which shall thereafter be incorporated into this Agreement) ), to reflect any changes in Lenders, the Commitments and each Lender’s Commitment Percentage as of such effective date and (ii) the Borrower shall prepay the outstanding Revolving Borrowings (if any) in full, and shall simultaneously make new Revolving Borrowings hereunder in an amount equal to such prepayment, so that, after giving effect thereto, the Revolving Borrowings are held ratably by the Lenders in accordance with their respective Commitments (after giving effect to such Commitment increase). Prepayments made under this clause (c) shall not be subject to the notice requirements of Section 2.14. (d) Notwithstanding any provision contained herein to the contrary, from and after the date of any Commitment increase and the making of any Loans on such date pursuant to clause (c)(ii) above, all calculations and payments of fees and of interest on the Loans shall take into account the actual Commitment of each Lender and the principal amount outstanding of each Loan made by such Lender during the relevant period of time. The Loans made or Letters of Credit issued in respect of any Commitment increase pursuant to this Section 2.07 will rank pari passu in right of payment and security with the other Loans made and Letters of Credit issued hereunder and shall constitute and be part of the “Obligations” arising under this Agreement.

Increase of the Commitments. (a) The Borrower may, from time to time, provided that no Default or Event of Default has occurred and is continuing, request by written notice to the Administrative Agent Agent, to increase the Commitments by in minimum increments of $10,000,000, up to a maximum increase aggregate amount (for all such increases increases) of up to $200,000,000500,000,000, by designating one or more Lenders or other financial institutions Eligible Assignees (that will become Lenders), in each case, reasonably acceptable to the Administrative Agent and acceptable to the Swingline Lender and each LC Issuing Bank, in their respective sole discretion, a “Designated Lender”) that agree to accept all or a portion of such additional Commitments (the “Proposed Increased Commitment”), provided, that (i) if a Designated Lender is not a Lender, such Designated Lender shall be reasonably acceptable to the Administrative Agent and each a “LC Issuing Bank, and such Designated Lender”)’s Proposed Increased Commitment shall be at least $5,000,000; and (ii) if Designated Lender is a Lender, such Designated Lender shall be reasonably acceptable to each LC Issuing Bank, and allocations of the Proposed Increased Commitment among Designated Lenders that are Lenders shall be based on the ratio of each existing Lender’s Proposed Increased Commitment, if any, to the aggregate of all Proposed Increased Commitments. The Borrower may elect to remove or replace any such designated Eligible Assignee at any time prior to the effective date of such increase, provided that any newly designated Eligible Assignee is reasonably acceptable to the Administrative Agent and each LC Issuing Bank. (b) The Administrative Agent shall promptly notify the Designated Lenders of the Borrower’s request pursuant to subsection (a) aboveProposed Increased Commitment. Each Designated Lender shall notify the Administrative Agent by the date specified by the Administrative Agent (which date shall be a Business Day) that either (A) such Designated Lender declines to accept its additional Commitments or (B) such Designated Lender consents to accept the offered its additional Commitments. Any Designated Lender not responding on or prior to the date specified by the Administrative Agent shall be deemed not to have declined consented to accept the offered its additional Commitments. The Administrative Agent shall, after receiving the notifications from all of the Designated Lenders or following the date specified in the notice to such Designated Lenders, whichever is earlier, notify the Borrower and the Lenders of the results thereof and the effective date of any additional Commitments. The effectiveness of such additional Commitments shall be subject to the condition precedent that the Borrower shall have delivered to the Administrative Agent deliver (i) the resolutions of the Borrower authorizing such additional Commitments and all Governmental Approvals (if any) required in connection with such additional Commitments, certified as being in effect as of the effective date of such additional Commitments, (ii) a favorable opinion of counsel for the Borrower as to such matters as any Lender through the Administrative Agent may reasonably request and (iii) a certificate signed by a duly authorized officer of the BorrowerBorrower to the Administrative Agent, dated as of the effective date of such additional Commitments, stating that all conditions precedent to an Extension of Credit have been satisfied set forth in Section 3.02 are true and correct on and as of such effective datedate and (ii) a favorable opinion of counsel for the Borrower (which may be an attorney of American Electric Power Service Corporation), as to such matters as any Lender through the Administrative Agent may reasonably request. (c) Promptly following the effective date of any Commitment increase pursuant to this Section 2.07, (i) the Administrative Agent shall distribute an amended Schedule I to this Agreement (which shall thereafter be incorporated into this Agreement) to reflect any changes in Lenders, the Commitments and each Lender’s Commitment Percentage as of such effective date and (ii) the Borrower shall prepay the outstanding Revolving Borrowings (if any) in full, and shall simultaneously make new Revolving Borrowings hereunder in an amount equal to such prepayment, so that, after giving effect thereto, the Revolving Borrowings are held ratably by the Lenders in accordance with their respective Commitments (after giving effect to such Commitment increase). Prepayments made under this clause (c) shall not be subject to the notice requirements of Section 2.14. (d) Notwithstanding any provision contained herein to the contrary, from and after the date of any Commitment increase and the making of any Loans Advances on such date pursuant to clause (c)(ii) above, all calculations and payments of fees and of interest on the Loans Advances shall take into account the actual Commitment of each Lender and the principal amount outstanding of each Loan Advance made by such Lender during the relevant period of time.

Increase of the Commitments. (a) The After the Closing Date, the Borrower maymay on one or more occasions, from time to time, request by written notice to the Administrative Agent to increase and executed by the Commitments by a maximum aggregate amount for all such increases of up to $200,000,000, by designating Borrower and one or more Lenders or other financial institutions (that will become Lenders), any such financial institution referred to in each case, reasonably acceptable to the Administrative Agent and acceptable to the Swingline Lender and each LC Issuing Bank, in their respective sole discretion, that agree to accept all or a portion of such additional Commitments this paragraph (each a) being called a “Designated Lender”). (b) The Administrative Agent shall promptly notify , which may include, in the Borrower’s sole discretion, any Lender, cause new Commitments to be extended by the Designated Lenders (or cause the Commitments of the Borrower’s request Designated Lenders to be increased, as the case may be); provided that (i) at no time shall the aggregate amount of all extensions of new Commitments and increases in existing Commitments effected pursuant to subsection this paragraph (a) above. Each exceed $250,000,000, (ii) each such requested increase shall be in a minimum principal amount of $50,000,000, (iii) each Designated Lender shall notify the Administrative Agent by the date specified by the Administrative Agent (which date shall be a Business Day) that either (A) such Designated Lender declines be subject to accept its additional Commitments the approval of the Administrative Agent, each LC Issuing Bank and each Swing Line Bank (which approval shall not be unreasonably withheld or delayed) and (B) if not an existing Lender, execute all such Designated Lender consents to accept the offered Commitments. Any Designated Lender not responding on or prior to the date specified by documentation as the Administrative Agent shall reasonably specify to evidence the Commitment or Commitments of such Designated Lender and/or its status as a Lender hereunder, and (iv) immediately prior to and immediately after giving effect to such proposed increase, no Default or Event of Default shall have occurred and be deemed continuing. Extensions of new Commitments and increases in existing Commitments pursuant to have declined to accept the offered Commitments. The Administrative Agent shall, after receiving the notifications from all of the Designated Lenders or following this paragraph (a) shall become effective on the date specified in the applicable notice to such Designated Lenders, whichever is earlier, notify delivered by the Borrower and the Lenders of the results thereof and the effective date of any additional CommitmentsBorrower. The effectiveness of such additional Commitments shall be subject to the condition precedent that the Borrower shall have delivered to the Administrative Agent deliver (i) the resolutions of the Borrower authorizing such additional Commitments and all Governmental Approvals (if any) required in connection with such additional Commitments, certified as being in effect as of the effective date of such additional Commitments, (ii) a favorable opinion of counsel for the Borrower as to such matters as any Lender through the Administrative Agent may reasonably request and (iii) a certificate signed by a duly authorized officer of the BorrowerBorrower to the Administrative Agent, dated as of the effective date of such additional Commitments, stating that all conditions precedent representations and warranties of the Borrower set forth in Article IV of this Agreement (other than the representations and warranties set forth in Sections 4.04 and 4.05(b)) (with all references in such Article to an Extension a Borrowing or Swing Line Borrowing being deemed to be references to the increase of Credit have been satisfied the Commitments) are true in all material respects as if made on and as of such effective date (other than with respect to any representation and warranty that expressly relates to an earlier date, in which case such representation and warranty shall be true in all material respects as of such earlier date, and except for any representation and warranty that is qualified by materiality or reference to Material Adverse Change, in which case such representation and warranty shall be true in all respects as of such earlier date), (ii) evidence of appropriate corporate authorization on the part of the Borrower with respect to the increase in the Commitments and (iii) if requested by a Designated Lender, such opinions of counsel for the Borrower with respect to the increase in the Commitments as the Administrative Agent may reasonably request. Any Lender or any other financial institution offered or approached to provide all or a portion of any increase in the Commitment pursuant to this paragraph (a) may elect or decline, in its sole discretion, to provide such Commitment. (b) The Outstanding Credits will be reallocated on the effective date of such increase among the Lenders in accordance with their revised Pro Rata Shares (and, with respect to any outstanding Advances, the Lenders agree to make all payments and adjustments necessary to effect the reallocation and the Borrower shall pay any and all costs required pursuant to Section 2.13 in connection with such reallocation as if such reallocation were a repayment). Prepayments made under this paragraph (b) shall not be subject to the notice or minimum amount requirements of Section 2.12. (c) Promptly following the effective date of any Commitment increase pursuant to this Section 2.072.05, (i) the Administrative Agent shall distribute an amended Schedule I to this Agreement (which shall thereafter be incorporated into this Agreement) to reflect any changes in Lenders, the Commitments and each Lender’s Commitment Pro Rata Percentage as of such effective date and (ii) the Borrower shall prepay the outstanding Revolving Borrowings (if any) in full, and shall simultaneously make new Revolving Borrowings hereunder in an amount equal to such prepayment, so that, after giving effect thereto, the Revolving Borrowings are held ratably by the Lenders in accordance with their respective Commitments (after giving effect to such Commitment increase). Prepayments made under this clause (c) shall not be subject to the notice requirements of Section 2.14date. (d) Notwithstanding any provision contained herein to the contrary, from and after the date of any Commitment increase and the making of any Loans on such date pursuant to clause (c)(ii) above, all calculations and payments of fees and of interest on the Loans shall take into account the actual Commitment of each Lender and the principal amount outstanding of each Loan made by such Lender during the relevant period of time.

Increase of the Commitments. (a) The Borrower may, from time to time, request by written notice to the Administrative Agent to increase the Commitments by a maximum aggregate amount for all such increases of up to $200,000,000, by designating one or more Lenders or other financial institutions (that will become Lenders), in each case, reasonably acceptable to meeting the Administrative Agent and acceptable to requirements set forth in the Swingline Lender and each LC Issuing Bank, in their respective sole discretiondefinition of Eligible Assignee, that agree to accept all or a portion of such additional Commitments (each a “Designated Lender”). (b) The Administrative Agent shall promptly notify the Designated Lenders of the Borrower’s request pursuant to subsection (a) above. Each Designated Lender shall notify the Administrative Agent by the date specified by the Administrative Agent (which date shall be a Business Day) that either (A) such Designated Lender declines to accept its additional Commitments or (B) such Designated Lender consents to accept the offered Commitments. Any Designated Lender ▇▇▇▇▇▇ not responding on or prior to the date specified by the Administrative Agent shall be deemed to have declined to accept the offered Commitments. The Administrative Agent shall, after receiving the notifications from all of the Designated Lenders or following the date specified in the notice to such Designated Lenders, whichever is earlier, notify the Borrower and the Lenders of the results thereof and the effective date of any additional Commitments. The effectiveness of such additional Commitments shall be subject to the condition conditions precedent that (i) unless the Collateral Release has occurred, the Borrower shall have issued to the Administrative Agent General and Refunding Mortgage Bonds, in form and substance similar to the General and Refunding Mortgage Bond issued to the Administrative Agent on the Closing Date, in accordance with the terms of the General and Refunding Mortgage Indenture, in an aggregate principal amount equal to the difference between the principal amount of the Commitments (after giving effect to such increase and any prior increases or permanent reductions to the Commitments) and the outstanding principal amount of General and Refunding Mortgage Bonds previously issued to the Administrative Agent as collateral support for the Obligations; and (ii) the Borrower shall have delivered to the Administrative Agent (iA) the resolutions of the Borrower authorizing such additional Commitments (and, if applicable, such new issuance of General and Refunding Mortgage Bonds) and all Governmental Approvals (if any) required in connection with such additional CommitmentsCommitments (and, if applicable, such new issuance of General and Refunding Mortgage Bonds), certified as being in effect as of the effective date of such additional Commitments, (iiB) a favorable opinion of counsel for the Borrower as to such matters as any Lender through the Administrative Agent may reasonably request (including, if applicable, as to such new issuance of General and Refunding Mortgage Bonds) and (iiiC) a certificate signed by a duly authorized officer of the Borrower, dated as of the effective date of such additional Commitments, stating that all conditions precedent to an Extension of Credit have been satisfied on and as of such effective date. (c) Promptly following the effective date of any Commitment increase pursuant to this Section 2.07, (i) the Administrative Agent shall distribute an amended Schedule I to this Agreement (which shall thereafter be incorporated into this Agreement) to reflect any changes in Lenders, the Commitments and each Lender’s Commitment Percentage as of such effective date and (ii) the Borrower shall prepay the outstanding Revolving Borrowings (if any) in full, and shall simultaneously make new Revolving Borrowings hereunder in an amount equal to such prepayment, so that, after giving effect thereto, the Revolving Borrowings are held ratably by the Lenders in accordance with their respective Commitments (after giving effect to such Commitment increase). Prepayments made under this clause (c) shall not be subject to the notice requirements of Section 2.14. (d) Notwithstanding any provision contained herein to the contrary, from and after the date of any Commitment increase and the making of any Loans on such date pursuant to clause (c)(ii) above, all calculations and payments of fees and of interest on the Loans shall take into account the actual Commitment of each Lender and the principal amount outstanding of each Loan made by such Lender during the relevant period of time. The Loans made or Letters of Credit issued in respect of any Commitment increase pursuant to this Section 2.07 will rank pari passu in right of payment and security with the other Loans made and Letters of Credit issued hereunder and shall constitute and be part of the “Obligations” arising under this Agreement.

Increase of the Commitments. (a) The Borrower may, from at any time to time, request by written notice to the Administrative Agent to Agent, propose an increase in the total Commitments hereunder (each such proposed increase being a “Commitment Increase”) either by having a maximum aggregate amount for all such increases of up to $200,000,000, Lender increase its Commitment then in effect (each an “Increasing Lender”) or by designating one or more Lenders or other financial institutions adding as a Lender with a new Commitment hereunder a Person which is not then a Lender (that will become Lenders), each an “Assuming Lender”) in each case, reasonably acceptable to case with the Administrative Agent and acceptable to the Swingline Lender and each LC Issuing Bank, in their respective sole discretion, that agree to accept all or a portion approval of such additional Commitments (each a “Designated Lender”). (b) The Administrative Agent shall promptly notify the Designated Lenders of the Borrower’s request pursuant to subsection (a) above. Each Designated Lender shall notify the Administrative Agent by the date specified by the Administrative Agent (not to be unreasonably withheld), which notice shall specify the name of each Increasing Lender and/or Assuming Lender, as applicable, the amount of the Commitment Increase and the portion thereof being assumed by each such Increasing Lender or Assuming Lender, and the date on which such Commitment Increase is to be effective (the “Commitment Increase Date”) (which shall be a Business DayDay at least three Business Days after delivery of such notice and 30 days prior to the Maturity Date); provided that: (i) the minimum amount of the increase of the Commitment of any Increasing Lender, and the minimum amount of the Commitment of any Assuming Lender, as part of any Commitment Increase shall be in an amount that either is an integral multiple of $5,000,000 and not less than $1,000,000; (ii) immediately after giving effect to any Commitment Increase, the total Commitments hereunder shall not exceed $750,000,000; (iii) no Potential Event of Default or Event of Default shall have occurred and be continuing on the relevant Commitment Increase Date or shall result from any Commitment Increase; and (iv) the representations and warranties of the Borrower contained herein and in the other Loan Documents shall be true and correct in all material respects on and as of the relevant Commitment Increase 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 such representations and warranties shall have been true, correct and complete in all material respects on and as of such earlier date. Each Commitment Increase (and the increase of the Commitment of each Increasing Lender and/or the new Commitment of each Assuming Lender, as applicable, resulting therefrom) shall become effective as of the relevant Commitment Increase Date upon receipt by the Administrative Agent, at or prior to 9:00 a.m. (New York City time) on such Commitment Increase Date, of (A) a certificate of a duly authorized officer of the Borrower stating that the conditions with respect to such Designated Lender declines to accept its additional Commitments or Commitment Increase under this Section 2.9 have been satisfied and (B) such Designated Lender consents an agreement, in form and substance satisfactory to accept the offered Commitments. Any Designated Lender not responding on or prior to the date specified by the Administrative Agent shall be deemed to have declined to accept the offered Commitments. The Administrative Agent shall, after receiving the notifications from all of the Designated Lenders or following the date specified in the notice to such Designated Lenders, whichever is earlier, notify the Borrower and the Lenders Administrative Agent, pursuant to which, effective as of such Commitment Increase Date, the results thereof Commitment of each such Increasing Lender shall be increased or each such Assuming Lender, as applicable, shall undertake a Commitment, duly executed by such Increasing Lender or Assuming Lender, as the case may be, and the effective date of any additional Commitments. The effectiveness of such additional Commitments shall be subject to the condition precedent that the Borrower shall have delivered to and acknowledged by the Administrative Agent (i) the resolutions of the Borrower authorizing such additional Commitments and all Governmental Approvals (if any) required in connection Agent, together with such additional Commitments, certified evidence and other related documents as being in effect as of the effective date of such additional Commitments, (ii) a favorable opinion of counsel for the Borrower as to such matters as any Lender through the Administrative Agent may reasonably request and (iii) a certificate signed by a duly authorized officer of with respect to the Borrower, dated as of the effective date ’s authorization of such additional CommitmentsCommitment Increase and its obligation hereunder. Upon the Administrative Agent’s receipt of a fully executed agreement from each Increasing Lender and/or Assuming Lender referred to in clause (B) above, stating that all conditions precedent together with the certificate referred to an Extension of Credit have been satisfied on and as of such effective date. in clause (cA) Promptly following the effective date of any Commitment increase pursuant to this Section 2.07above, (i) the Administrative Agent shall distribute an amended Schedule I record the information contained in each such agreement in the Register and give prompt notice of the relevant Commitment Increase to this Agreement the Borrower and the Lenders (which shall thereafter be incorporated into this Agreement) to reflect any changes in Lendersincluding, the Commitments and if applicable, each Assuming Lender’s ). On each Commitment Percentage as of such effective date and (ii) Increase Date the Borrower shall (i) prepay in full the outstanding Revolving Borrowings Loans (if any) held by the Lenders immediately prior to giving effect to the relevant Commitment Increase, (ii) if the Borrower shall have so requested in fullaccordance with this Agreement, and shall simultaneously make borrow new Revolving Borrowings hereunder in an amount equal to Loans from all Lenders (including, if applicable, any Assuming Lender) such prepayment, so that, after giving effect thereto, the Revolving Borrowings Loans are held ratably by the Lenders in accordance with their respective Commitments (after giving effect to such Commitment increase). Prepayments made under this clause Increase) and (ciii) shall not be subject pay to the notice requirements of Lenders the amounts, if any, payable under Section 2.14. (d) Notwithstanding any provision contained herein to the contrary, from and after the date of any Commitment increase and the making of any Loans on such date pursuant to clause (c)(ii) above, all calculations and payments of fees and of interest on the Loans shall take into account the actual Commitment of each Lender and the principal amount outstanding of each Loan made by such Lender during the relevant period of time.2.6C.”

Increase of the Commitments. (a) The Borrower may, from time to time, request by written notice to the Administrative Agent to increase the Commitments by a maximum aggregate amount for all such increases of up to $200,000,000, by designating one or more Lenders or other financial institutions (that will become Lenders), in each case, reasonably acceptable to the Administrative Agent and acceptable to the Swingline Lender and each LC Issuing Bank, in their respective sole discretion, that agree to accept all or a portion of such additional Commitments (each a “Designated Lender”). (b) The Administrative Agent shall promptly notify the Designated Lenders of the Borrower’s 's request pursuant to subsection (a) above. Each Designated Lender shall notify the Administrative Agent by the date specified by the Administrative Agent (which date shall be a Business Day) that either (A) such Designated Lender declines to accept its additional Commitments or (B) such Designated Lender consents to accept the offered Commitments. Any Designated Lender not responding on or prior to the date specified by the Administrative Agent shall be deemed to have declined to accept the offered Commitments. The Administrative Agent shall, after receiving the notifications from all of the Designated Lenders or following the date specified in the notice to such Designated Lenders, whichever is earlier, notify the Borrower and the Lenders of the results thereof and the effective date of any additional Commitments. The effectiveness of such additional Commitments shall be subject to the condition precedent that the Borrower shall have delivered to the Administrative Agent (i) the resolutions of the Borrower authorizing such additional Commitments and all Governmental Approvals (if any) required in connection with such additional Commitments, certified as being in effect as of the effective date of such additional Commitments, (ii) a favorable opinion of counsel for the Borrower as to such matters as any Lender through the Administrative Agent may reasonably request and (iii) a certificate signed by a duly authorized officer of the Borrower, dated as of the effective date of such additional Commitments, stating that all conditions precedent to an Extension of Credit have been satisfied on and as of such effective date. (c) Promptly following the effective date of any Commitment increase pursuant to this Section 2.07, (i) the Administrative Agent shall distribute an amended Schedule I to this Agreement (which shall thereafter be incorporated into this Agreement) to reflect any changes in Lenders, the Commitments and each Lender’s 's Commitment Percentage as of such effective date and (ii) the Borrower shall prepay the outstanding Revolving Borrowings (if any) in full, and shall simultaneously make new Revolving Borrowings hereunder in an amount equal to such prepayment, so that, after giving effect thereto, the Revolving Borrowings are held ratably by the Lenders in accordance with their respective Commitments (after giving effect to such Commitment increase). Prepayments made under this clause (c) shall not be subject to the notice requirements of Section 2.14. (d) Notwithstanding any provision contained herein to the contrary, from and after the date of any Commitment increase and the making of any Loans on such date pursuant to clause (c)(ii) above, all calculations and payments of fees and of interest on the Loans shall take into account the actual Commitment of each Lender and the principal amount outstanding of each Loan made by such Lender during the relevant period of time.

Increase of the Commitments. (a) The Borrower may, from at any time to time, request by written notice to the Administrative Agent to Agent, effect an increase in the total Commitments hereunder (each such proposed increase being a “Commitment Increase”) either by having a maximum aggregate amount for all Lender increase its Commitment then in effect (each an “Increasing Lender”) or by adding as a Lender with a new Commitment hereunder a Person which is an Eligible Assignee at such increases of up to $200,000,000, by designating one or more Lenders or other financial institutions time (that will become Lenderseach an “Assuming Lender”), in each case, reasonably acceptable to the Administrative Agent and acceptable to case of an Assuming Lender with the Swingline Lender and each LC Issuing Bank, in their respective sole discretion, that agree to accept all or a portion approval of such additional Commitments (each a “Designated Lender”). (b) The Administrative Agent shall promptly notify the Designated Lenders of the Borrower’s request pursuant to subsection (a) above. Each Designated Lender shall notify the Administrative Agent by the date specified by the Administrative Agent (not to be unreasonably withheld), which notice shall specify the name of each Increasing Lender and/or Assuming Lender, as applicable, the amount of the Commitment Increase and the portion thereof being assumed by each such Increasing Lender or Assuming Lender, and the date on which such Commitment Increase is to be effective (the “Commitment Increase Date”) (which shall be a Business Day) that either (A) Day at least three Business Days after delivery of such Designated Lender declines to accept its additional Commitments or (B) such Designated Lender consents to accept the offered Commitments. Any Designated Lender not responding on or notice and 30 days prior to the date specified by the Administrative Agent shall be deemed to have declined to accept the offered Commitments. The Administrative Agent shall, after receiving the notifications from all of the Designated Lenders or following the date specified in the notice to such Designated Lenders, whichever is earlier, notify the Borrower and the Lenders of the results thereof and the effective date of any additional Commitments. The effectiveness of such additional Commitments shall be subject to the condition precedent that the Borrower shall have delivered to the Administrative Agent Maturity Date); provided that: (i) the resolutions minimum amount of the increase of the Commitment of any Increasing Lender, and the minimum amount of the Commitment of any Assuming Lender, as part of any Commitment Increase shall be in an amount that is an integral multiple of $5,000,000 and not less than $1,000,000; (ii) immediately after giving effect to any Commitment Increase, the total Commitments hereunder shall not exceed $700,000,000; (iii) no Event of Default shall have occurred and be continuing on the relevant Commitment Increase Date or shall result from any Commitment Increase; (iv) the representations and warranties of the Borrower authorizing such additional Commitments contained herein and in the other Loan Documents shall be true and correct in all Governmental Approvals (if any) required in connection with such additional Commitments, certified as being in effect material respects on and as of the effective date of such additional Commitments, (ii) a favorable opinion of counsel for relevant Commitment Increase Date to the Borrower same extent as to such matters as any Lender through the Administrative Agent may reasonably request and (iii) a certificate signed by a duly authorized officer of the Borrower, dated as of the effective date of such additional Commitments, stating that all conditions precedent to an Extension of Credit have been satisfied though made on and as of such effective date. (c) Promptly following , except to the effective date of any Commitment increase pursuant extent such representations and warranties specifically relate to this Section 2.07an earlier date, (i) the Administrative Agent in which case such representations and warranties shall distribute an amended Schedule I to this Agreement (which shall thereafter be incorporated into this Agreement) to reflect any changes have been true, correct and complete in Lenders, the Commitments all material respects on and each Lender’s Commitment Percentage as of such effective date and earlier date; and (ii) the Borrower shall prepay the outstanding Revolving Borrowings (if anyv) in full, and shall simultaneously make new Revolving Borrowings hereunder in an amount equal to such prepayment, so that, after giving effect thereto, the Revolving Borrowings are held ratably by the Lenders in accordance with their respective Commitments (after giving effect case of any Assuming Lender that is not a Lender immediately prior to such Commitment increase). Prepayments made under this clause (c) shall Increase Date and is not be subject to the notice requirements of Section 2.14. (d) Notwithstanding any provision contained herein to the contrary, from and after the date of any Commitment increase and the making of any Loans on such date pursuant to clause (c)(ii) above, all calculations and payments of fees and of interest listed on the Loans shall take into account the actual Commitment of each NAIC Qualified U.S. Financial Institutions List, such Assuming Lender and its Confirming Lender shall have entered into an agreement of the principal amount outstanding type contemplated in the definition of each Loan made by such Lender during the relevant period of time“Confirming Lender” in Section 1.1.

Increase of the Commitments. (ai) The Borrower maySo long as no Event of Default has occurred and is continuing, from time to time, request by written notice to the Administrative Agent Borrower may request the right to increase effectuate increases in the Commitments (any such increase, a “Commitment Increase”), by a maximum an aggregate additional amount for all such increases of up to $200,000,000175,000,000 for all such Commitment Increases (the “Commitment Increase Cap”), during the term of this Agreement by designating one or more Lenders or other financial institutions (that will become Lenders)delivering a Notice of Requested Commitment Increase to the Administrative Agent, provided that, in each case: (A) each Commitment Increase shall be in minimum increments of $20,000,000; (B) the proposed Commitment Increase shall have been consented to in writing by the Administrative Agent (such consent not to be unreasonably withheld), reasonably each Lender who is increasing its portion of the applicable Commitment and any other bank or financial institution acceptable to the Borrowers and the Administrative Agent and acceptable that has agreed to the Swingline become a Lender and each LC Issuing Bank, in their respective sole discretion, that agree to accept respect of all or a portion of such additional Commitments the Commitment Increase, if any (each a “Designated New Lender”). ; (bC) The Administrative Agent the proposed Commitment Increase, together with any prior Commitment Increases, shall promptly notify not exceed the Designated Lenders of the Borrower’s request pursuant Commitment Increase Cap and (D) each Lender (determined before giving effect to subsection such Commitment Increase), shall have been given written notice at least fifteen (a15) above. Each Designated Lender shall notify the Administrative Agent by the date specified by the Administrative Agent (which date shall be a Business Day) that either (A) such Designated Lender declines to accept its additional Commitments or (B) such Designated Lender consents to accept the offered Commitments. Any Designated Lender not responding on or days prior to the requested date specified of the proposed Commitment Increase, before and during which time no potential New Lender shall be solicited for purposes of the Commitment Increase and only if, upon the expiration of such fifteen (15) day period, the amount of the proposed Commitment Increase remains in excess of the commitments provided by the Administrative Agent Lenders (determined before giving effect to such Commitment Increase), may the Borrowers be permitted to solicit potential New Lenders. Each Notice of Requested Commitment Increase shall specify: (1) the amount of the proposed Commitment Increase and (2) the requested date of the proposed Commitment Increase (which shall be deemed to have declined to accept at least thirty (30) days from the offered Commitments. The Administrative Agent shall, after receiving the notifications from all date of delivery of the Designated Lenders or following the date specified in the notice to such Designated Lenders, whichever is earlier, notify the Borrower and the Lenders Notice of the results thereof and the effective date Requested Commitment Increase). Each Notice of any additional Commitments. The effectiveness of such additional Commitments Requested Commitment Increase shall be subject to the condition precedent that the binding on all Borrower shall have delivered to the Administrative Agent (i) the resolutions of the Borrower authorizing such additional Commitments and all Governmental Approvals (if any) required in connection with such additional Commitments, certified as being in effect as of the effective date of such additional Commitments, (ii) a favorable opinion of counsel for the Borrower as to such matters as any Lender through the Administrative Agent may reasonably request and (iii) a certificate signed by a duly authorized officer of the Borrower, dated as of the effective date of such additional Commitments, stating that all conditions precedent to an Extension of Credit have been satisfied on and as of such effective date. (c) Promptly following Parties. Upon the effective date of any Commitment increase pursuant Increase, the Administrative Borrower shall deliver to this Section 2.07the Administrative Agent a certificate of the chief financial officer of the Administrative Borrower certifying that (1) the Borrower Parties are, and will be on a Pro Forma Basis after giving effect to the Commitment Increase, in compliance with each Financial Covenant, (i2) no Default or Event of Default then exists or would be caused thereby and (3) all of the other conditions precedent in Section 4.2 shall have been met. No Commitment Increase shall be effective until the Administrative Agent shall distribute an amended Schedule I have received amendments to this Agreement (which shall thereafter be incorporated into this Agreement) to reflect any changes in Lendersand the other Loan Documents, the Commitments and each Lender’s Commitment Percentage as commitments of such effective date and (ii) the Borrower shall prepay the outstanding Revolving Borrowings (if any) in full, and shall simultaneously make new Revolving Borrowings hereunder Lenders or New Lenders in an aggregate amount equal to such prepaymentCommitment Increase, Lender Agreements for each Lender or New Lender committing to such Commitment Increase, any upfront fees to be paid to the Lenders committing to such Commitment Increase, and, if requested, opinion letters, Revolving Loan Notes and such other agreements, documents and instruments requested by and reasonably satisfactory to the Administrative Agent in its Permitted Discretion evidencing and setting forth the conditions of such Commitment Increase. (ii) If the Administrative Agent approves a proposed Commitment Increase, the Administrative Agent shall deliver a copy of the Notice of Requested Commitment Increase relating thereto to each Lender, together with a statement as to the amount of the Yield Adjustment Margin (if any). No Lender (or any successor thereto) shall have any obligation to increase its portion of the applicable Commitment or its other obligations under this Agreement or the other Loan Documents, and any decision by a Lender to increase its portion of the applicable Commitment shall be made in its sole discretion independently from any other Lender. If the Administrative Agent receives commitments from the Lenders or the New Lenders in excess of the amount of the proposed Commitment Increase, the Administrative Agent shall have the right, in its sole discretion, to reduce and reallocate (within the minimum and maximum amounts specified by each such Lender or New Lender in its notice to the Administrative Agent), in consultation with the Administrative Borrower, the shares of such Commitment Increase of the Lenders or New Lenders willing to fund the proposed Commitment Increase so thatthat the total committed shares of the proposed Commitment Increase equals the proposed Commitment Increase; provided however, after in no event shall any Lender’s requested portion of any such proposed Commitment Increase (determined before giving effect thereto, the Revolving Borrowings are held ratably by the Lenders to such Commitment Increase) be reduced to a level such that such Lender’s allocation is less than its pro rata share in accordance with its respective Commitment Ratio (as determined immediately prior to giving effect to such Commitment Increase) so long as such Lender’s requested portion of any such proposed Commitment Increase (determined before giving effect to such Commitment Increase) is equal to or greater to their respective pro rata portion of the Commitments (determined after giving effect to such Commitment increaseIncrease). Prepayments made under this clause The Administrative Agent shall notify each New Lender whether its proposed share of the proposed Commitment Increase has been accepted and, if so, the amount of its share of such Commitment Increase, and such Lender shall thereafter execute and deliver a Lender Agreement with respect to its respective share of such Commitment Increase. (ciii) Notwithstanding anything to the contrary contained herein, each Commitment Increase meeting the conditions set forth in Section 2.17(a)(i) shall not be require the consent of any Lender other than those Lenders, if any, which have agreed to increase their Commitments in connection with such Commitment Increase and shall not constitute an amendment, modification or waiver that is subject to Section 11.12 and shall be effective as of the notice requirements later of Section 2.14. (da) Notwithstanding any provision contained herein to the contrary, from and after the date specified in the applicable Notice of any Requested Commitment increase Increase and (b) the date upon which the foregoing conditions shall have been satisfied or waived by the Administrative Agent and the making Lenders which have agreed to increase their Commitments, or by the requisite Lenders in accordance with Section 11.12 in the case of any Loans on such date pursuant to clause (c)(ii) abovea waiver of an Event of Default, all calculations and payments of fees and of interest on the Loans shall take into account the actual Commitment of each Lender and the principal amount outstanding of each Loan made by such Lender during the relevant period of timeas applicable.

Increase of the Commitments. (a) The Borrower may, from time to time, request by written notice to the Administrative Agent to increase the Commitments by a maximum aggregate amount for all such increases of up to $200,000,000100,000,000200,000,000, by designating one or more Lenders or other financial institutions (that will become Lenders), in each case, reasonably acceptable to meeting the Administrative Agent and acceptable to requirements set forth in the Swingline Lender and each LC Issuing Bank, in their respective sole discretiondefinition of Eligible Assignee, that agree to accept all or a portion of such additional Commitments (each a “Designated Lender”). (b) The Administrative Agent shall promptly notify the Designated Lenders of the Borrower’s request pursuant to subsection (a) above. Each Designated Lender shall notify the Administrative Agent by the date specified by the Administrative Agent (which date shall be a Business Day) that either (A) such Designated Lender declines to accept its additional Commitments or (B) such Designated Lender consents to accept the offered Commitments. Any Designated Lender ▇▇▇▇▇▇ not responding on or prior to the date specified by the Administrative Agent shall be deemed to have declined to accept the offered Commitments. The Administrative Agent shall, after receiving the notifications from all of the Designated Lenders or following the date specified in the notice to such Designated Lenders, whichever is earlier, notify the Borrower and the Lenders of the results thereof and the effective date of any additional Commitments. The effectiveness of such additional Commitments shall be subject to the condition conditions precedent that that (i) unless the Collateral Release has occurred, the Borrower shall have issued to the Administrative Agent General and Refunding Mortgage Bonds, in form and substance similar to the General and Refunding Mortgage Bond issued to the Administrative Agent on the Closing Date, in accordance with the terms of the General and Refunding Mortgage Indenture, in an aggregate principal amount equal to the difference between the principal amount of the Commitments (after giving effect to such increase and any prior increases or permanent reductions to the Commitments) and the outstanding principal amount of General and Refunding Mortgage Bonds previously issued to the Administrative Agent as collateral support for the Obligations; and (ii) the Borrower shall have delivered to the Administrative Agent (iA) the resolutions of the Borrower authorizing such additional Commitments (and, if applicable, such new issuance of General and Refunding Mortgage Bonds) and all Governmental Approvals (if any) required in connection with such additional CommitmentsCommitments (and, if applicable, such new issuance of General and Refunding Mortgage Bonds), certified as being in effect as of the effective date of such additional Commitments, (iiB) a favorable opinion of counsel for the Borrower as to such matters as any Lender through the Administrative Agent may reasonably request (including, if applicable, as to such new issuance of General and Refunding Mortgage Bonds) and (iiiC) a certificate signed by a duly authorized officer of the Borrower, dated as of the effective date of such additional Commitments, stating that all conditions precedent to an Extension of Credit have been satisfied on and as of such effective date. (c) Promptly following the effective date of any Commitment increase pursuant to this Section 2.07, (i) the Administrative Agent shall distribute an amended Schedule I to this Agreement (which shall thereafter be incorporated into this Agreement) to reflect any changes in Lenders, the Commitments and each Lender’s Commitment Percentage as of such effective date and (ii) the Borrower shall prepay the outstanding Revolving Borrowings (if any) in full, and shall simultaneously make new Revolving Borrowings hereunder in an amount equal to such prepayment, so that, after giving effect thereto, the Revolving Borrowings are held ratably by the Lenders in accordance with their respective Commitments (after giving effect to such Commitment increase). Prepayments made under this clause (c) shall not be subject to the notice requirements of Section 2.14. (d) Notwithstanding any provision contained herein to the contrary, from and after the date of any Commitment increase and the making of any Loans on such date pursuant to clause (c)(ii) above, all calculations and payments of fees and of interest on the Loans shall take into account the actual Commitment of each Lender and the principal amount outstanding of each Loan made by such Lender during the relevant period of time. The Loans made or Letters of Credit issued in respect of any Commitment increase pursuant to this Section 2.07 will rank pari passu in right of payment and security with the other Loans made and Letters of Credit issued hereunder and shall constitute and be part of the “Obligations” arising under this Agreement.

Increase of the Commitments. (a) The Borrower may, from time to time, provided that no Default or Event of Default has occurred and is continuing, request by written notice to the Administrative Agent Agent, to increase the Commitments by in minimum increments of $10,000,000, up to a maximum increase aggregate amount for all such increases to occur after the Restatement Effective Date of up to $200,000,0001,000,000,000, by designating one or more Lenders or other financial institutions Eligible Assignees (that will become Lenders), in each case, reasonably acceptable to the Administrative Agent and acceptable to the Swingline Lender and each LC Issuing Bank, in their respective sole discretion, a “Designated Lender”) that agree to accept all or a portion of such additional Commitments (each a the “Designated LenderProposed Increased Commitment”). , provided, that (bx) The Administrative Agent shall promptly notify the if a Designated Lenders of the Borrower’s request pursuant to subsection (a) above. Each Lender is not a Lender, such Designated Lender shall notify the Administrative Agent by the date specified by the Administrative Agent (which date shall be a Business Day) that either (A) such Designated Lender declines to accept its additional Commitments or (B) such Designated Lender consents to accept the offered Commitments. Any Designated Lender not responding on or prior to the date specified by the Administrative Agent shall be deemed to have declined to accept the offered Commitments. The Administrative Agent shall, after receiving the notifications from all of the Designated Lenders or following the date specified in the notice to such Designated Lenders, whichever is earlier, notify the Borrower and the Lenders of the results thereof and the effective date of any additional Commitments. The effectiveness of such additional Commitments shall be subject to the condition precedent that the Borrower shall have delivered reasonably acceptable to the Administrative Agent and each LC Issuing Bank and the Swingline Lender, and such Designated Lender’s Proposed Increased Commitment shall be at least $5,000,000; and (iy) if Designated Lender is a Lender, such Designated Lender shall be reasonably acceptable to each LC Issuing Bank and the resolutions Swingline Lender, and allocations of the Borrower authorizing such additional Commitments and all Governmental Approvals (Proposed Increased Commitment among Designated Lenders that are Lenders shall be based on the ratio of each existing Lender’s Proposed Increased Commitment, if any) required in connection with , to the aggregate of all Proposed Increased Commitments. The Borrower may elect to remove or replace any such additional Commitments, certified as being in effect as of designated Eligible Assignee at any time prior to the effective date of such additional Commitmentsincrease, (ii) a favorable opinion of counsel for the Borrower as provided that any newly designated Eligible Assignee is reasonably acceptable to such matters as any Lender through the Administrative Agent may reasonably request and (iii) a certificate signed by a duly authorized officer of the Borrower, dated as of the effective date of such additional Commitments, stating that all conditions precedent to an Extension of Credit have been satisfied on and as of such effective date. (c) Promptly following the effective date of any Commitment increase pursuant to this Section 2.07, (i) the Administrative Agent shall distribute an amended Schedule I to this Agreement (which shall thereafter be incorporated into this Agreement) to reflect any changes in Lenders, the Commitments and each Lender’s Commitment Percentage as of such effective date and (ii) the Borrower shall prepay the outstanding Revolving Borrowings (if any) in full, and shall simultaneously make new Revolving Borrowings hereunder in an amount equal to such prepayment, so that, after giving effect thereto, the Revolving Borrowings are held ratably by the Lenders in accordance with their respective Commitments (after giving effect to such Commitment increase). Prepayments made under this clause (c) shall not be subject to the notice requirements of Section 2.14. (d) Notwithstanding any provision contained herein to the contrary, from and after the date of any Commitment increase LC Issuing Bank and the making of any Loans on such date pursuant to clause (c)(ii) above, all calculations and payments of fees and of interest on the Loans shall take into account the actual Commitment of each Lender and the principal amount outstanding of each Loan made by such Lender during the relevant period of timeSwingline Lender. 37 AmericasActive:16624138.

Increase of the Commitments. (a) The Subject to Section 2.21(b) below, the amount of the Aggregate Facility LC Commitment may be increased up to an amount (immediately after giving effect to such increase) not to exceed the difference of (x) $1,614,000,000 minus (y) the Aggregate Facility LC Commitment on the Restatement Effective Date minus (z) the aggregate amount of all outstanding Supplemental Credit Facilities permitted by Section 6.11(p), at the request of the Borrower may, from time to time, request by written notice to time as follows: (i) the Administrative Agent to increase the Commitments by a maximum aggregate amount for all such increases of up to $200,000,000, by designating Borrower shall designate one or more Lenders or other financial institutions (that will become Lenders), in each case, reasonably acceptable to the Administrative Agent and acceptable (which acceptance will not be unreasonably withheld), to assume Facility LC Commitments in an aggregate amount equal to the Swingline Lender amount of such increase and each LC Issuing Bank(ii) on the date that such increase becomes effective, Revolving Credit Loans shall be repaid and/or borrowed to the extent necessary such that they shall be held by the Lenders ratably in proportion to their respective sole discretion, that agree Pro Rata Shares (determined after giving effect to accept all or such designations). In the event of the designation by the Borrower of a portion financial institution pursuant to clause (i) of such additional Commitments the preceding sentence (each a financial institution being so designated being referred to herein as an “Designated Assuming Lender”), and subject to the execution and delivery to the Agent by the Borrower and such Assuming Lender of documentation satisfactory to the Agent in its reasonable discretion to effect such designation: (x) such Assuming Lender shall become (or, if such Assuming Lender was theretofore a Lender shall continue as) a Lender having a Facility LC Commitment equal to the amount of such increase allocated to such Assuming Lender in such designation (plus, if such Assuming Lender was theretofore a Lender, the amount of the Facility LC Commitment held by such Assuming Lender immediately prior to such designation) and (y) the participations in outstanding Facility LCs and Reimbursement Obligations shall thereupon automatically and without further action be re-allocated all to the extent necessary such that the participations in such Facility LCs and Reimbursement Obligations shall be held by the Lenders ratably in proportion to their respective Pro Rata Shares (determined after giving effect to such designations). In no event shall any Lender be required to become an Assuming Lender. (b) The Administrative Borrower shall furnish to the Agent, each in form and substance satisfactory to the Agent shall promptly notify and to the Designated Lenders of extent required by the Borrower’s request title insurance company: (i) evidence that any amendment to the Mortgages to reflect the increase in Commitments pursuant to subsection (a) above. Each Designated the Lender Addenda shall notify the Administrative Agent by have been made, within 30 days after the date specified by of such increase in Commitments and (ii) evidence satisfactory to the Administrative Agent (which that date shall be a Business Day) that either (A) such Designated Lender declines to accept its additional Commitments down endorsements or (B) such Designated Lender consents to accept the offered Commitments. Any Designated Lender not responding on or prior functional equivalent thereof, current to the date specified by of the Administrative amendments to the Mortgages that reflect the increase in Commitments pursuant to the Lender Addenda, are issued in connection with each of the existing Mortgage Policies issued, within 60 days after the date of such increase in Commitments; provided that the Agent shall be deemed able to have declined to accept grant extensions in its sole discretion for the offered Commitmentsdate down endorsements or functional equivalent thereof for the Mortgages. The Administrative Agent shall, after receiving the notifications from all failure of the Designated Lenders or following the date specified Borrower to furnish any document in the notice to such Designated Lenders, whichever is earlier, notify the Borrower and the Lenders of the results thereof and the effective date of any additional Commitments. The effectiveness of such additional Commitments shall be subject to the condition precedent that the Borrower shall have delivered to the Administrative Agent clauses (i) the resolutions of the Borrower authorizing such additional Commitments and all Governmental Approvals (if any) required in connection with such additional Commitments, certified as being in effect as of the effective date of such additional Commitments, (ii) above within the time frames noted above shall constitute a favorable opinion of counsel for Default under the Borrower as to such matters as Credit Agreement and any Lender through the Administrative Agent may reasonably request and (iii) a certificate signed by a duly authorized officer of the Borrower, dated as of the effective date of such additional Commitments, stating that all conditions precedent to an Extension of Credit have been satisfied on and as of such effective dateother Loan Document. (c) Promptly following Each increase in the effective date of any Aggregate Facility LC Commitment increase pursuant to this Section 2.07, (i2.21(a) shall automatically and simultaneously increase the Administrative Agent shall distribute an amended Schedule I to this Agreement (which shall thereafter be incorporated into this Agreement) to reflect any changes in Lenders, the Commitments and each Lender’s Aggregate Commitment Percentage as of such effective date and (ii) the Borrower shall prepay the outstanding Revolving Borrowings (if any) in full, and shall simultaneously make new Revolving Borrowings hereunder in an amount equal to such prepayment, so that, after giving effect thereto, the Revolving Borrowings are held ratably by the Lenders in accordance with their respective Commitments (after giving effect to such Commitment increase). Prepayments made under this clause (c) shall not be subject to the notice requirements of Section 2.14same amount. (d) Notwithstanding any provision contained herein to the contrary, from and after the date of any Commitment increase and the making of any Loans on such date pursuant to clause (c)(ii) above, all calculations and payments of fees and of interest on the Loans shall take into account the actual Commitment of each Lender and the principal amount outstanding of each Loan made by such Lender during the relevant period of time.

Increase of the Commitments. ‌ (a) The Borrower may, from time to time, request by written notice to the Administrative Agent to increase the Commitments by a maximum aggregate amount for all such increases of up to $200,000,000, by designating one or more Lenders or other financial institutions (that will become Lenders), in each case, reasonably acceptable to meeting the Administrative Agent and acceptable to requirements set forth in the Swingline Lender and each LC Issuing Bank, in their respective sole discretiondefinition of Eligible Assignee, that agree to accept all or a portion of such additional Commitments (each a “Designated Lender”). (b) The Administrative Agent shall promptly notify the Designated Lenders of the Borrower’s request pursuant to subsection (a) above. Each Designated Lender shall notify the Administrative Agent by the date specified by the Administrative Agent (which date shall be a Business Day) that either (A) such Designated Lender declines to accept its additional Commitments or (B) such Designated Lender consents to accept the offered Commitments. Any Designated Lender ▇▇▇▇▇▇ not responding on or prior to the date specified by the Administrative Agent shall be deemed to have declined to accept the offered Commitments. The Administrative Agent shall, after receiving the notifications from all of the Designated Lenders or following the date specified in the notice to such Designated Lenders, whichever is earlier, notify the Borrower and the Lenders of the results thereof and the effective date of any additional Commitments. The effectiveness of such additional Commitments shall be subject to the condition precedent that the Borrower shall have delivered to the Administrative Agent (i) the resolutions of the Borrower authorizing such additional Commitments and all Governmental Approvals (if any) required in connection with such additional Commitments, certified as being in effect as of the effective date of such additional Commitments, (ii) a favorable opinion of counsel for the Borrower as to such matters as any Lender through the Administrative Agent may reasonably request and (iii) a certificate signed by a duly authorized officer of the Borrower, dated as of the effective date of such additional Commitments, stating that all conditions precedent to an Extension of Credit have been satisfied on and as of such effective date. (c) Promptly following the effective date of any Commitment increase pursuant to this Section 2.07, (i) the Administrative Agent shall distribute an amended Schedule I to this Agreement (which shall thereafter be incorporated into this Agreement) to reflect any changes in Lenders, the Commitments and each Lender’s Commitment Percentage as of such effective date and (ii) the Borrower shall prepay the outstanding Revolving Borrowings (if any) in full, and shall simultaneously make new Revolving Borrowings hereunder in an amount equal to such prepayment, so that, after giving effect thereto, the Revolving Borrowings are held ratably by the Lenders in accordance with their respective Commitments (after giving effect to such Commitment increase). Prepayments made under this clause (c) shall not be subject to the notice requirements of Section 2.14. (d) Notwithstanding any provision contained herein to the contrary, from and after the date of any Commitment increase and the making of any Loans on such date pursuant to clause (c)(ii) above, all calculations and payments of fees and of interest on the Loans shall take into account the actual Commitment of each Lender and the principal amount outstanding of each Loan made by such Lender during the relevant period of time.

Increase of the Commitments. (a) The Borrower may, from at any time to time, request by written notice to the Administrative Agent to Agent, propose an increase in the total Commitments hereunder (each such proposed increase being a “Commitment Increase”) either by having a maximum aggregate amount for all such increases of up to $200,000,000, Lender increase its Commitment then in effect (each an “Increasing Lender”) or by designating one or more Lenders or other financial institutions adding as a Lender with a new Commitment hereunder a Person which is not then a Lender (that will become Lenders), each an “Assuming Lender”) in each case, reasonably acceptable to case with the Administrative Agent and acceptable to the Swingline Lender and each LC Issuing Bank, in their respective sole discretion, that agree to accept all or a portion approval of such additional Commitments (each a “Designated Lender”). (b) The Administrative Agent shall promptly notify the Designated Lenders of the Borrower’s request pursuant to subsection (a) above. Each Designated Lender shall notify the Administrative Agent by the date specified by the Administrative Agent (not to be unreasonably withheld), which notice shall specify the name of each Increasing Lender and/or Assuming Lender, as applicable, the amount of the Commitment Increase and the portion thereof being assumed by each such Increasing Lender or Assuming Lender, and the date on which such Commitment Increase is to be effective (a “Commitment Increase Date”) (which shall be a Business Day) that either (A) Day at least three Business Days after delivery of such Designated Lender declines to accept its additional Commitments or (B) such Designated Lender consents to accept the offered Commitments. Any Designated Lender not responding on or notice and 30 days prior to the date specified by the Administrative Agent Commitment Termination Date); provided that no Lender shall have any obligation hereunder to become an Increasing Lender and any election to do so shall be deemed to have declined to accept the offered Commitments. The Administrative Agent shall, after receiving the notifications from all of the Designated Lenders or following the date specified in the notice to such Designated Lenders, whichever is earlier, notify the Borrower and the Lenders sole discretion of the results thereof and the effective date of any additional Commitments. The effectiveness of such additional Commitments shall be subject to the condition precedent that the Borrower shall have delivered to the Administrative Agent each Lender; provided further that: (i) the resolutions amount of any Commitment Increase, and the amount of the Commitment of any Assuming Lender as part of any Commitment Increase, shall be in a minimum amount of $10,000,000 and in multiples of $5,000,000; (ii) immediately after giving effect to any Commitment Increase, the total Commitments hereunder shall not exceed $750,000,000; (iii) no Default shall have occurred and be continuing on the relevant Commitment Increase Date or shall result from any Commitment Increase; and (iv) the representations and warranties of the Borrower authorizing such additional Commitments set forth in this Agreement shall be true and all Governmental Approvals (if any) required in connection with such additional Commitments, certified as being in effect correct on and as of the effective date of such additional Commitments, (ii) a favorable opinion of counsel for the Borrower relevant Commitment Increase Date as to such matters as any Lender through the Administrative Agent may reasonably request and (iii) a certificate signed by a duly authorized officer of the Borrower, dated as of the effective date of such additional Commitments, stating that all conditions precedent to an Extension of Credit have been satisfied if made on and as of such effective date (or, if any such representation or warranty is expressly stated to have been made as of a specific date. (c) Promptly following the effective date of any Commitment increase pursuant to this Section 2.07, (i) the Administrative Agent shall distribute an amended Schedule I to this Agreement (which shall thereafter be incorporated into this Agreement) to reflect any changes in Lenders, the Commitments and each Lender’s Commitment Percentage as of such effective date and (ii) the Borrower shall prepay the outstanding Revolving Borrowings (if any) in full, and shall simultaneously make new Revolving Borrowings hereunder in an amount equal to such prepayment, so that, after giving effect thereto, the Revolving Borrowings are held ratably by the Lenders in accordance with their respective Commitments (after giving effect to such Commitment increasespecific date). Prepayments made under this clause (c) shall not be subject to the notice requirements of Section 2.14. (d) Notwithstanding any provision contained herein to the contrary, from and after the date of any Commitment increase and the making of any Loans on such date pursuant to clause (c)(ii) above, all calculations and payments of fees and of interest on the Loans shall take into account the actual Commitment of each Lender and the principal amount outstanding of each Loan made by such Lender during the relevant period of time.

Increase of the Commitments. (a) The Borrower may, from time to time, request by written notice to the Administrative Agent to increase the Commitments by a maximum aggregate amount for all such increases of up to $200,000,000, by designating one or more Lenders or other financial institutions (that will become Lenders), in each case, reasonably acceptable to the Administrative Agent and acceptable to the Swingline Lender and each LC Issuing Bank, in their respective sole discretion, that agree to accept all or a portion of such additional Commitments (each a “Designated Lender”). (b) The Administrative Agent shall promptly notify the Designated Lenders of the Borrower’s request pursuant to subsection (a) above. Each Designated Lender shall notify the Administrative Agent by the date specified by the Administrative Agent (which date shall be a Business Day) that either (A) such Designated Lender declines to accept its additional Commitments or (B) such Designated Lender consents to accept the offered Commitments. Any Designated Lender not responding on or prior to the date specified by the Administrative Agent shall be deemed to have declined to accept the offered Commitments. The Administrative Agent shall, after receiving the notifications from all of the Designated Lenders or following the date specified in the notice to such Designated Lenders, whichever is earlier, notify the Borrower and the Lenders of the results thereof and the effective date of any additional Commitments. The effectiveness of such additional Commitments shall be subject to the condition precedent that the Borrower shall have delivered to the Administrative Agent (i) the resolutions of the Borrower authorizing such additional Commitments and all Governmental Approvals (if any) required in connection with such additional Commitments, certified as being in effect as of the effective date of such additional Commitments, (ii) a favorable opinion of counsel for the Borrower as to such matters as any Lender through the Administrative Agent may reasonably request and (iii) a certificate signed by a duly authorized officer of the Borrower, dated as of the effective date of such additional Commitments, stating that all conditions precedent to an Extension of Credit have been satisfied on and as of such effective date. (c) Promptly following the effective date of any Commitment increase pursuant to this Section 2.07, (i) the Administrative Agent shall distribute an amended Schedule I to this Agreement (which shall thereafter be incorporated into this Agreement) to reflect any changes in Lenders, the Commitments and each Lender’s Commitment Percentage as of such effective date and (ii) the Borrower shall prepay the outstanding Revolving Borrowings (if any) in full, and shall simultaneously make new Revolving Borrowings hereunder in an amount equal to such prepayment, so that, after giving effect thereto, the Revolving Borrowings are held ratably by the Lenders in accordance with their respective Commitments (after giving effect to such Commitment increase). Prepayments made under this clause (c) shall not be subject to the notice requirements of Section 2.14. (d) Notwithstanding any provision contained herein to the contrary, from and after the date of any Commitment increase and the making of any Loans on such date pursuant to clause (c)(iic) (ii) above, all calculations and payments of fees and of interest on the Loans shall take into account the actual Commitment of each Lender and the principal amount outstanding of each Loan made by such Lender during the relevant period of time.

Increase of the Commitments. (ai) The Borrower Entergy may, from time to time, request by written notice to the Administrative Agent to increase (an "Increase Notice") substantially in the form of Schedule 2.05(b) hereto, request that the aggregate Commitments by a maximum aggregate amount for all such increases of be increased up to the amount specified therein, which shall be an integral multiple of $200,000,000, by designating one or more Lenders or other financial institutions (that will become Lenders), in each case, reasonably acceptable to the Administrative Agent 5,000,000 and acceptable to the Swingline Lender and each LC Issuing Bank, in their respective sole discretion, that agree to accept all or a portion of such additional Commitments (each a “Designated Lender”). (b) The Administrative Agent shall promptly notify the Designated Lenders of the Borrower’s request pursuant to subsection (a) above. Each Designated Lender shall notify the Administrative Agent by not be greater than $300,000,000 effective on the date specified by in such Increase Notice (the Administrative Agent ("Increase Date"), which date shall be a Business DayDay occurring not less than 25 (unless otherwise agreed to in writing by the Lenders and the Agent) that either (A) such Designated Lender declines to accept its additional Commitments or (B) such Designated Lender consents to accept the offered Commitments. Any Designated Lender not responding on or prior to nor more than 30 days after the date specified on which the Increase Notice shall have been given, and such notice shall specify the requested amount by which the Administrative aggregate amount of the Commitments is to increase, the names of any new proposed lenders hereunder and the amount of their proposed Commitments and, if the amount by which the aggregate amount of the Commitments is requested to be increased shall exceed the aggregate amount of the Commitments of such new proposed lenders, the amount by which the Commitments of the existing Lenders are requested to be increased. Promptly upon receipt of such Increase Notice from Entergy, the Agent shall be deemed to have declined to accept the offered Commitments. The Administrative Agent shall, after receiving the notifications from all of the Designated Lenders or following the date specified in the notice to such Designated Lenders, whichever is earlier, notify the Borrower and the Lenders of the results thereof contents thereof. If applicable, each Lender shall provide written notice to the Agent, no later than 21 days after the date on which the Increase Notice shall have been given to the Agent, of the amount, if any, by which such Lender agrees to increase its Commitment. Promptly upon receipt of such notice from any Lender the Agent shall notify Entergy of the contents thereof. Upon the effectiveness of the increase in Commitments pursuant to clause (ii) below, each of the new lenders shall execute and deliver a counterpart of this Agreement, this Agreement shall be amended by the Borrowers and the effective date Agent to reflect the increase, if any, in the Commitment of any additional Commitments. The effectiveness existing Lender and the identity and Commitments of such additional Commitments new lenders and such new lenders shall be subject to the condition precedent that the Borrower shall have delivered to the Administrative Agent (i) the resolutions and become Lenders hereunder for all purposes hereof and of the Borrower authorizing Loan Documents. In connection with any such additional increase, the Borrowers shall execute and deliver new Notes to appropriately reflect such new Commitments and all Governmental Approvals the Lenders (if anyincluding such new lenders) required shall effect such purchases and sales among themselves of portions of the outstanding Loans as shall be necessary to reflect such Commitments, as specified by the Agent, and, in connection with such additional Commitmentspurchases and sales, certified as being in effect as of the effective date of applicable Borrower shall pay to each affected Lender an amount equal to the amount such additional CommitmentsBorrower would have had to pay pursuant to Section 9.04(b) if such Loans, or portions thereof, were prepaid on such Increase Date. (ii) a favorable opinion of counsel for An increase in Commitments shall become effective on the Borrower Increase Date so long as to such matters as any Lender through the Administrative Agent may reasonably request and (iii) a certificate signed by a duly authorized officer each of the Borrower, dated as of the effective date of such additional Commitments, stating that all following conditions precedent to an Extension of Credit shall have been satisfied fulfilled on and as of such effective date. : (cA) Promptly following the effective date Agent shall have consented (such consent not to be unreasonably withheld) to any such new lenders and to such increases in Commitments, (B) the Agent shall have received opinions of any Commitment counsel to the Borrowers in form and substance satisfactory to the Agent, (C) lenders who agree to become Lenders hereunder shall have provided Commitments, together with the increased Commitments of Lenders who shall have agreed to an increase pursuant of their Commitments, in an aggregate amount equal to this Section 2.07the amount of the requested increase in the aggregate amount of the Commitments set forth in the Increase Notice, (D) the conditions to the making of Loans set forth in clause (i) the Administrative Agent of Section 3.02 shall distribute an amended Schedule I to this Agreement (which shall thereafter be incorporated into this Agreement) to reflect any changes in Lenders, the Commitments fulfilled on and each Lender’s Commitment Percentage as of such effective date Increase Date as if Loans were made thereon and (iiE) the Borrower Agent shall prepay the outstanding Revolving Borrowings (if any) have received such other instruments and documents, in fullform and substance satisfactory to it, and as it shall simultaneously make new Revolving Borrowings hereunder in an amount equal to such prepayment, so that, after giving effect thereto, the Revolving Borrowings are held ratably by the Lenders in accordance with their respective Commitments (after giving effect to such Commitment increase). Prepayments made under this clause (c) shall not be subject to the notice requirements of Section 2.14have reasonably requested. (d) Notwithstanding any provision contained herein to the contrary, from and after the date of any Commitment increase and the making of any Loans on such date pursuant to clause (c)(ii) above, all calculations and payments of fees and of interest on the Loans shall take into account the actual Commitment of each Lender and the principal amount outstanding of each Loan made by such Lender during the relevant period of time.

Increase of the Commitments. (a) The Borrower may, Representative may from time to timetime after the Closing Date, request upon at least 30 days’ prior written notice to the Agent (who shall promptly provide a copy of such notice to each Lender), propose to increase the Revolving Loan Commitments by up to an aggregate of $130,000,000; such additional Revolving Loan Commitments (the “Incremental Revolving Loan Commitments”) as determined by and with the approval of the Agent; provided, that the terms and conditions of the Incremental Revolving Loan Commitment shall be the same as those applicable to the Revolving Loan Commitments theretofore in effect except that to the extent that the Applicable Margins for Revolving Loans or Letters of Credit to be issued under the Incremental Revolving Loan Commitments are higher than the Applicable Revolver Margins and/or Applicable L/C Margin set forth herein, the Applicable Revolver Margins and Applicable L/C Margin shall automatically be adjusted to the Applicable Margins for the Revolving Loans and Letters of Credit to be issued under the Incremental Revolving Loan Commitments. Each Lender shall have the right for a period of fifteen (15) days following receipt of such notice, to elect by written notice to the Administrative Agent Borrower Representative and the Agent, to increase the Commitments by a maximum aggregate amount for all such increases of up commit to $200,000,000, by designating one or more Lenders or other financial institutions (that will become Lenders), in each case, reasonably acceptable to the Administrative Agent and acceptable to the Swingline Lender and each LC Issuing Bank, in their respective sole discretion, that agree to accept make all or a portion of such additional Incremental Revolving Loan Commitments. Final allocations of the Incremental Revolving Loan Commitments are to be determined by the Agent after consultation with Borrower Representative. No Lender (each or any successor thereto) shall have any obligation to provide all or any portion of such Incremental Revolving Loan Commitments or to increase any other obligations under this Agreement and the other Loan Documents, and any decision by a Lender to provide any such Incremental Revolving Loan Commitment shall be made in its sole discretion independently from any other Lender. (b) If the Lenders do not commit to make the entire Incremental Revolving Loan Commitments pursuant to Section 1.18(a), the Borrower Representative may designate a Qualified Assignee (which may be, but need not be, one or more of the existing Lenders), provided, however, that if such Person is not an existing Lender, such Person must join this Agreement as a Lender (an “Designated Additional Revolving Lender”). (bc) In the event that the Borrower Representative desires to obtain Incremental Revolving Loan Commitments, the Agent, the Credit Parties and the Additional Revolving Lenders shall enter into an amendment to this Agreement to provide for such Incremental Revolving Loan Commitments (and an amendment to Annex J to reflect the resulting Revolving Loan Commitments of the Lenders), which amendment shall provide for the issuance of promissory notes to evidence the Revolving Credit Advances made pursuant to the Incremental Revolving Loan Commitments if requested by such Lenders (which notes shall constitute Notes for purposes of this Agreement), such amendment to be in form and substance reasonably acceptable to Agent and consistent with the terms of this Section 1.18 and of the other provisions of this Agreement. No consent of any Lender not providing Incremental Revolving Loan Commitments is required to permit the Incremental Revolving Loan Commitments contemplated by and otherwise complying with this Section 1.18 or the aforesaid amendment to effectuate the Incremental Revolving Loan Commitments. This clause (c) shall supersede any provisions contained in this Agreement, including, without limitation, Section 11.2. (d) The Administrative Agent shall promptly notify the Designated Lenders increase of the Borrower’s request pursuant to subsection (a) above. Each Designated Lender shall notify the Administrative Agent by the date specified by the Administrative Agent (which date shall be a Business Day) that either (A) such Designated Lender declines to accept its additional Incremental Revolving Loan Commitments or (B) such Designated Lender consents to accept the offered Commitments. Any Designated Lender not responding on or prior to the date specified by the Administrative Agent shall be deemed to have declined to accept the offered Commitments. The Administrative Agent shall, after receiving the notifications from all of the Designated Lenders or following the date specified in the notice to such Designated Lenders, whichever is earlier, notify the Borrower and the Lenders of the results thereof and the effective date of any additional Commitments. The effectiveness of such additional Commitments shall will be subject to the condition precedent that satisfaction of the Borrower shall have delivered to the Administrative Agent following conditions precedent: (i) the resolutions of the Borrower authorizing such additional Commitments and after giving pro forma effect to all Governmental Approvals (if any) required in connection with such additional Revolving Loans that could be incurred under Incremental Revolving Loan Commitments, certified as being no Default or Event of Default shall have occurred and be continuing and Borrower would be in effect as of compliance with the effective date of such additional CommitmentsFinancial Covenants, (ii) execution of the amendment hereto referenced in clause (c) above by Agent, the Lenders providing the Incremental Revolving Loan Commitments and the Credit Parties, (iii) delivery to Agent of a favorable certificate of the Secretary or an Assistant Secretary of each Credit Party, in form and substance satisfactory to Agent, certifying the resolutions of such Person’s board of directors (or equivalent governing body) approving and authorizing the Incremental Revolving Loan Commitments (if not previously delivered to Agent), and certifying that none of the organizational documents of such Credit Party delivered to the Agent prior thereto have been modified or altered in any way (or if modifications have occurred, certifying new copies of such organizational documents), (iv) delivery to Agent of an opinion of counsel for to the Borrower as Credit Parties in form and substance and from counsel reasonably satisfactory to the Agent, addressed to Agent and Lenders providing the Incremental Revolving Loan Commitments and covering such matters as any Lender through the Administrative Agent may reasonably request request, (v) the payment in full by the Credit Parties of all Revolving Credit Advances to the Lenders holding same in accordance with the Revolving Loan Commitments in effect immediately prior to the increase contemplated by this Section 1.18 and (iii) a certificate signed by a duly authorized officer of the Borrower, dated as of the effective date re-borrowing of such additional Commitments, stating that all conditions precedent to an Extension of Revolving Credit have been satisfied on and as of such effective date. (c) Promptly following the effective date of any Commitment increase pursuant to this Section 2.07, (i) the Administrative Agent shall distribute an amended Schedule I to this Agreement (which shall thereafter be incorporated into this Agreement) to reflect any changes in Lenders, the Commitments and each Lender’s Commitment Percentage as of such effective date and (ii) the Borrower shall prepay the outstanding Revolving Borrowings (if any) in full, and shall simultaneously make new Revolving Borrowings hereunder in an amount equal to such prepayment, so that, after giving effect thereto, the Revolving Borrowings are held ratably Advances by the Lenders in accordance with their respective Revolving Loan Commitments (after giving effect to such Commitment increase). Prepayments made the increase contemplated by this Section 1.18, (vi) each Lender shall acknowledge that its Pro Rata Share of participations in Letters of Credit that are outstanding as of the time of the increase in the Revolving Loan Commitments pursuant to this Section 1.18 shall be in accordance with Revolving Loan Commitments giving effect to the increase to the Revolving Loan Commitments under this clause Section 1.18 and (cvii) shall not be subject receipt by Agent of such new Notes, reaffirmations of guaranties, security agreements and pledge agreements as Agent may reasonably request, together with amendments to all mortgages reflecting that the Revolving Loans and Letters of Credit extended pursuant to the notice requirements of Section 2.14Incremental Revolving Loan Commitments are secured pari passu with the Revolving Loan and such endorsements to title policies or additional title searches as the Agent may reasonably request. (de) Notwithstanding any provision contained herein to the contrary, from and after the date of any Commitment increase contemplated by this Section 1.18, and the repayment and making of any Loans Revolving Credit Advances on such date pursuant to clause (c)(iid)(v) above, all calculations and payments of fees and of interest on the Loans Revolving Credit Advances shall take into account the actual Revolving Loan Commitment of each Lender and the principal amount outstanding of each Loan Revolving Credit Advance made by such Lender during the relevant period of time.

Increase of the Commitments. ‌ (a) The Borrower may, from time to time, request by written notice to the Administrative Agent to increase the Commitments by a maximum aggregate amount for all such increases of up to $200,000,000, by designating one or more Lenders or other financial institutions (that will become Lenders), in each case, reasonably acceptable to the Administrative Agent and acceptable to the Swingline Lender and each LC Issuing Bank, in their respective sole discretion, that agree to accept all or a portion of such additional Commitments (each a “Designated Lender”). (b) The Administrative Agent shall promptly notify the Designated Lenders of the Borrower’s request pursuant to subsection (a) above. Each Designated Lender shall notify the Administrative Agent by the date specified by the Administrative Agent (which date shall be a Business Day) that either (A) such Designated Lender declines to accept its additional Commitments or (B) such Designated Lender consents to accept the offered Commitments. Any Designated Lender not responding on or prior to the date specified by the Administrative Agent shall be deemed to have declined to accept the offered Commitments. The Administrative Agent shall, after receiving the notifications from all of the Designated Lenders or following the date specified in the notice to such Designated Lenders, whichever is earlier, notify the Borrower and the Lenders of the results thereof and the effective date of any additional Commitments. The effectiveness of such additional Commitments shall be subject to the condition precedent that the Borrower shall have delivered to the Administrative Agent (i) the resolutions of the Borrower authorizing such additional Commitments and all Governmental Approvals (if any) required in connection with such additional Commitments, certified as being in effect as of the effective date of such additional Commitments, (ii) a favorable opinion of counsel for the Borrower as to such matters as any Lender through the Administrative Agent may reasonably request and (iii) a certificate signed by a duly authorized officer of the Borrower, dated as of the effective date of such additional Commitments, stating that all conditions precedent to an Extension of Credit have been satisfied on and as of such effective date. (c) Promptly following the effective date of any Commitment increase pursuant to this Section 2.07, (i) the Administrative Agent shall distribute an amended Schedule I to this Agreement (which shall thereafter be incorporated into this Agreement) to reflect any changes in Lenders, the Commitments and each Lender’s Commitment Percentage as of such effective date and (ii) the Borrower shall prepay the outstanding Revolving Borrowings (if any) in full, and shall simultaneously make new Revolving Borrowings hereunder in an amount equal to such prepayment, so that, after giving effect thereto, the Revolving Borrowings are held ratably by the Lenders in accordance with their respective Commitments (after giving effect to such Commitment increase). Prepayments made under this clause (c) shall not be subject to the notice requirements of Section 2.14. (d) Notwithstanding any provision contained herein to the contrary, from and after the date of any Commitment increase and the making of any Loans on such date pursuant to clause (c)(ii) above, all calculations and payments of fees and of interest on the Loans shall take into account the actual Commitment of each Lender and the principal amount outstanding of each Loan made by such Lender during the relevant period of time.

Increase of the Commitments. (a) The Borrower may, from time to time, request by written notice to the Administrative Agent to increase the Commitments by a maximum aggregate amount for all such increases of up to $200,000,000650,000,000, by designating one or more Lenders or other financial institutions (that will become Lenders), in each case, reasonably acceptable to meeting the Administrative Agent and acceptable to requirements set forth in the Swingline Lender and each LC Issuing Bank, in their respective sole discretiondefinition of Eligible Assignee, that agree to accept all or a portion of such additional Commitments (each a “Designated Lender”). (ba) The Administrative Agent shall promptly notify the Designated Lenders of the Borrower’s request pursuant to subsection (a) above. Each Designated Lender shall notify the Administrative Agent by the date specified by the Administrative Agent (which date shall be a Business Day) that either (A) such Designated Lender declines to accept its additional Commitments or (B) such Designated Lender consents to accept the offered Commitments. Any Designated Lender ▇▇▇▇▇▇ not responding on or prior to the date specified by the Administrative Agent shall be deemed to have declined to accept the offered Commitments. The Administrative Agent shall, after receiving the notifications from all of the Designated Lenders or following the date specified in the notice to such Designated Lenders, whichever is earlier, notify the Borrower and the Lenders of the results thereof and the effective date of any additional Commitments. The effectiveness of such additional Commitments shall be subject to the condition precedent that the Borrower shall have delivered to the Administrative Agent (i) the resolutions of the Borrower authorizing such additional Commitments and all Governmental Approvals (if any) required in connection with such additional Commitments, certified as being in effect as of the effective date of such additional Commitments, (ii) a favorable opinion of counsel for the Borrower as to such matters as any Lender through the Administrative Agent may reasonably request and (iii) a certificate signed by a duly authorized officer of the Borrower, dated as of the effective date of such additional Commitments, stating that all conditions precedent to an Extension of Credit have been satisfied on and as of such effective date. (cb) Promptly following the effective date of any Commitment increase pursuant to this Section 2.07, (i) the Administrative Agent shall distribute an amended Schedule I to this Agreement (which shall thereafter be incorporated into this Agreement) to reflect any changes in Lenders, the Commitments and each Lender’s Commitment Percentage as of such effective date and (ii) the Borrower shall prepay the outstanding Revolving Borrowings (if any) in full, and shall simultaneously make new Revolving Borrowings hereunder in an amount equal to such prepayment, so that, after giving effect thereto, the Revolving Borrowings are held ratably by the Lenders in accordance with their respective Commitments (after giving effect to such Commitment increase). Prepayments made under this clause (c) shall not be subject to the notice requirements of Section 2.14. (dc) Notwithstanding any provision contained herein to the contrary, from and after the date of any Commitment increase and the making of any Loans on such date pursuant to clause (c)(ii) above, all calculations and payments of fees and of interest on the Loans shall take into account the actual Commitment of each Lender and the principal amount outstanding of each Loan made by such Lender during the relevant period of time.

Increase of the Commitments. (a) The Borrower may, from at any time to time, request by written notice to the Administrative Agent and the Lenders, request that the Commitments be increased up to an amount not to exceed $100,000,000 in the aggregate (the "Requested Commitment Amount") on a pro rata basis based on the Pro Rata Shares of the Lenders. No Lender (or any successor thereto) shall have any obligation to increase its Commitment or its other obligations under this Agreement and the Commitments other Credit Documents, and any decision by a maximum aggregate Lender to increase its Commitment shall be made in its sole discretion independently from any other Lender, the Agent or the Co-Agent. Within fifteen (15) Business Days from each Lender's receipt of such request from the Borrower, each Lender shall notify the Agent in writing of whether or not it will agree to increase its Commitment and by what amount for all such increases of it will agree to increase its Commitment, up to $200,000,000, by designating one or more Lenders or other financial institutions (that will become Lenders), its Pro Rata Share of the Requested Commitment Amount. Decisions to increase a Commitment must be affirmatively communicated in each case, reasonably acceptable writing and shall not be presumed based upon a failure to the Administrative Agent and acceptable respond to the Swingline Lender and each LC Issuing Bank, in their respective sole discretion, that agree to accept all or a portion of such additional Commitments (each a “Designated Lender”)Borrower's request. (b) The Administrative In the event that the aggregate amount to which the Lenders are willing to increase their Commitments is less than the Requested Commitment Amount based on the written notices delivered by the Lenders to the Agent, the Agent shall promptly notify the Designated Lenders of the Borrower’s request pursuant to subsection (a) above. Each Designated Lender shall notify the Administrative Agent by the date specified by the Administrative Agent (which date shall be a Business Day) that either (A) such Designated Lender declines to accept its additional Commitments or (B) such Designated Lender consents to accept the offered Commitments. Any Designated Lender not responding on or prior first offer to the date specified Lenders who have agreed to increase their Commitments the opportunity to further increase their Commitments up to an amount equal to the Requested Commitment Amount. Such Lenders shall promptly respond in writing to the Agent of whether or not it will agree to further increase its Commitment and by what amount it will agree to further increase its Commitment. Within five (5) Business Days after receipt of all responses from such Lenders, the Administrative Agent shall be deemed to have declined to accept the offered Commitments. The Administrative Agent shall, after receiving the notifications from all of the Designated Lenders or following the date specified in the notice to such Designated Lenders, whichever is earlier, notify inform the Borrower and the all Lenders in writing of the results thereof and the effective date of any additional Commitments. The effectiveness of such additional Commitments shall be subject to the condition precedent that the Borrower shall have delivered to the Administrative Agent (i) the resolutions of the Borrower authorizing such additional Commitments and all Governmental Approvals (if any) required in connection with such additional Commitments, certified as being in effect as of the effective date of such additional Commitments, (ii) a favorable opinion of counsel for the Borrower as to such matters as any amount by which each Lender through the Administrative Agent may reasonably request and (iii) a certificate signed by a duly authorized officer of the Borrower, dated as of the effective date of such additional Commitments, stating that all conditions precedent to an Extension of Credit have been satisfied on and as of such effective datewill increase its Commitment. (c) Promptly following In the effective date event that the aggregate amount to which the Lenders are willing to increase their Commitments is less than the Requested Commitment Amount based on the notice from the Agent to the Borrower and all Lenders, the Borrower shall have the right, within sixty days (60) after receipt of any such notice from the Agent, to obtain commitments from one or more new banks or financial institutions in an aggregate amount such that the existing Commitments, plus the aggregate principal amount by which the Lenders are willing to increase their Commitments, plus the aggregate principal amount of the new commitments by the new banks or financial institutions does not exceed the Requested Commitment increase pursuant to this Section 2.07Amount; provided, however, that (i1) the Administrative new banks or financial institutions must be acceptable to the Agent shall distribute an amended Schedule I and Required Lenders in their sole discretion, which acceptance will not be unreasonably withheld or delayed, and (2) the new banks or financial institutions must become parties to this Agreement (which shall thereafter be incorporated into this Agreement) pursuant to reflect any changes a joinder agreement in form and substance satisfactory to the Agent and the Required Lenders, pursuant to which (x) they shall be granted all of the Commitments rights that existing Lenders have under this Agreement and each Lender’s Commitment Percentage as of such effective date the other Credit Documents, (y) they shall assume the same liabilities and obligations that the existing Lenders have under this Agreement and (iiz) the Borrower existing Lenders and such new banks or financial institutions shall prepay agree to either purchase or sell outstanding Advances, as the case may be such that each Lender (existing and new) shall have outstanding Revolving Borrowings (if any) in full, and shall simultaneously make new Revolving Borrowings hereunder Advances in an amount equal to such prepayment, so that, after giving effect thereto, the Revolving Borrowings are held ratably by the Lenders in accordance with their respective Commitments (after giving effect to such Commitment increase). Prepayments made under this clause (c) shall not be subject to the notice requirements its Pro Rate Share of Section 2.14all Advances then outstanding. (d) Notwithstanding any provision contained herein to the contrary, from and after the date of any Commitment increase and the making of any Loans on such date pursuant to clause (c)(ii) above, all calculations and payments of fees and of interest on the Loans shall take into account the actual Commitment of each Lender and the principal amount outstanding of each Loan made by such Lender during the relevant period of time.

Increase of the Commitments. (a) The Borrower may, from time to time, request by written notice to the Administrative Agent to increase the Commitments by a maximum aggregate amount for all such increases of up to $200,000,000100,000,000, by designating one or more Lenders or other financial institutions (that will become Lenders), in each case, reasonably acceptable to meeting the Administrative Agent and acceptable to requirements set forth in the Swingline Lender and each LC Issuing Bank, in their respective sole discretiondefinition of Eligible Assignee, that agree to accept all or a portion of such additional Commitments (each a “Designated Lender”). (b) The Administrative Agent shall promptly notify the Designated Lenders of the Borrower’s request pursuant to subsection (a) above. Each Designated Lender shall notify the Administrative Agent by the date specified by the Administrative Agent (which date shall be a Business Day) that either (A) such Designated Lender declines to accept its additional Commitments or (B) such Designated Lender consents to accept the offered Commitments. Any Designated Lender not responding on or prior to the date specified by the Administrative Agent shall be deemed to have declined to accept the offered Commitments. The Administrative Agent shall, after receiving DMSLIBRARY01\30351218.v6 the notifications from all of the Designated Lenders or following the date specified in the notice to such Designated Lenders, whichever is earlier, notify the Borrower and the Lenders of the results thereof and the effective date of any additional Commitments. The effectiveness of such additional Commitments shall be subject to the condition conditions precedent that (i) unless the Collateral Release has occurred, the Borrower shall have issued to the Administrative Agent General and Refunding Mortgage Bonds, in form and substance similar to the General and Refunding Mortgage Bond issued to the Administrative Agent on the Closing Date, in accordance with the terms of the General and Refunding Mortgage Indenture, in an aggregate principal amount equal to the difference between the principal amount of the Commitments (after giving effect to such increase and any prior increases or permanent reductions to the Commitments) and the outstanding principal amount of General and Refunding Mortgage Bonds previously issued to the Administrative Agent as collateral support for the Obligations; and (ii) the Borrower shall have delivered to the Administrative Agent (iA) the resolutions of the Borrower authorizing such additional Commitments (and, if applicable, such new issuance of General and Refunding Mortgage Bonds) and all Governmental Approvals (if any) required in connection with such additional CommitmentsCommitments (and, if applicable, such new issuance of General and Refunding Mortgage Bonds), certified as being in effect as of the effective date of such additional Commitments, (iiB) a favorable opinion of counsel for the Borrower as to such matters as any Lender through the Administrative Agent may reasonably request (including, if applicable, as to such new issuance of General and Refunding Mortgage Bonds) and (iiiC) a certificate signed by a duly authorized officer of the Borrower, dated as of the effective date of such additional Commitments, stating that all conditions precedent to an Extension of Credit have been satisfied on and as of such effective date. (c) Promptly following the effective date of any Commitment increase pursuant to this Section 2.07, (i) the Administrative Agent shall distribute an amended Schedule I to this Agreement (which shall thereafter be incorporated into this Agreement) to reflect any changes in Lenders, the Commitments and each Lender’s Commitment Percentage as of such effective date and (ii) the Borrower shall prepay the outstanding Revolving Borrowings (if any) in full, and shall simultaneously make new Revolving Borrowings hereunder in an amount equal to such prepayment, so that, after giving effect thereto, the Revolving Borrowings are held ratably by the Lenders in accordance with their respective Commitments (after giving effect to such Commitment increase). Prepayments made under this clause (c) shall not be subject to the notice requirements of Section 2.14. (d) Notwithstanding any provision contained herein to the contrary, from and after the date of any Commitment increase and the making of any Loans on such date pursuant to clause (c)(ii) above, all calculations and payments of fees and of interest on the Loans shall take into account the actual Commitment of each Lender and the principal amount outstanding of each Loan made by such Lender during the relevant period of time. The Loans made or Letters of Credit issued in respect of any Commitment increase pursuant to this Section 2.07 will rank pari passu in right of payment and security with the other Loans made and Letters of Credit issued hereunder and shall constitute and be part of the “Obligations” arising under this Agreement.

Increase of the Commitments. (a) The Borrower may, from time to time, provided that no Default or Event of Default has occurred and is continuing, request by written notice to the Administrative Agent Agent, to increase the Commitments by in minimum increments of $10,000,000, up to a maximum increase aggregate amount (for all such increases increases) of up to $200,000,0001,000,000,000, by designating one or more Lenders or other financial institutions Eligible Assignees (that will become Lenders), in each case, reasonably acceptable to the Administrative Agent and acceptable to the Swingline Lender and each LC Issuing Bank, in their respective sole discretion, a “Designated Lender”) that agree to accept all or a portion of such additional Commitments (the “Proposed Increased Commitment”), provided, that (i) if a Designated Lender is not a Lender, such Designated Lender shall be reasonably acceptable to the Administrative Agent and each a “LC Issuing Bank, and such Designated Lender”)’s Proposed Increased Commitment shall be at least $5,000,000; and (ii) if Designated Lender is a Lender, such Designated Lender shall be reasonably acceptable to each LC Issuing Bank, and allocations of the Proposed Increased Commitment among Designated Lenders that are Lenders shall be based on the ratio of each existing Lender’s Proposed Increased Commitment, if any, to the aggregate of all Proposed Increased Commitments. The Borrower may elect to remove or replace any such designated Eligible Assignee at any time prior to the effective date of such increase, provided that any newly designated Eligible Assignee is reasonably acceptable to the Administrative Agent and each LC Issuing Bank. (b) The Administrative Agent shall promptly notify the Designated Lenders of the Borrower’s request pursuant to subsection (a) aboveProposed Increased Commitment. Each Designated Lender shall notify the Administrative Agent by the date specified by the Administrative Agent (which date shall be a Business Day) that either (A) such Designated Lender declines to accept its additional Commitments or (B) such Designated Lender consents to accept the offered its additional Commitments. Any Designated Lender not responding on or prior to the date specified by the Administrative Agent shall be deemed not to have declined consented to accept the offered its additional Commitments. The Administrative Agent shall, after receiving the notifications from all of the Designated Lenders or following the date specified in the notice to such Designated Lenders, whichever is earlier, notify the Borrower and the Lenders of the results thereof and the effective date of any additional Commitments. The effectiveness of such additional Commitments shall be subject to the condition precedent that the Borrower shall have delivered to the Administrative Agent deliver (i) the resolutions of the Borrower authorizing such additional Commitments and all Governmental Approvals (if any) required in connection with such additional Commitments, certified as being in effect as of the effective date of such additional Commitments, (ii) a favorable opinion of counsel for the Borrower as to such matters as any Lender through the Administrative Agent may reasonably request and (iii) a certificate signed by a duly authorized officer of the BorrowerBorrower to the Administrative Agent, dated as of the effective date of such additional Commitments, stating that all conditions precedent to an Extension of Credit have been satisfied set forth in Section 3.02 are true and correct on and as of such effective datedate and (ii) a favorable opinion of counsel for the Borrower (which may be an attorney of American Electric Power Service Corporation), as to such matters as any Lender through the Administrative Agent may reasonably request. (c) Promptly following the effective date of any Commitment increase pursuant to this Section 2.07, (i) the Administrative Agent shall distribute an amended Schedule I to this Agreement (which shall thereafter be incorporated into this Agreement) to reflect any changes in Lenders, the Commitments and each Lender’s Commitment Percentage as of such effective date and (ii) the Borrower shall prepay the outstanding Revolving Borrowings (if any) in full, and shall simultaneously make new Revolving Borrowings hereunder in an amount equal to such prepayment, so that, after giving effect thereto, the Revolving Borrowings are held ratably by the Lenders in accordance with their respective Commitments (after giving effect to such Commitment increase). Prepayments made under this clause (c) shall not be subject to the notice requirements of Section 2.14. (d) Notwithstanding any provision contained herein to the contrary, from and after the date of any Commitment increase and the making of any Loans Advances on such date pursuant to clause (c)(ii) above, all calculations and payments of fees and of interest on the Loans Advances shall take into account the actual Commitment of each Lender and the principal amount outstanding of each Loan Advance made by such Lender during the relevant period of time.

Increase of the Commitments. Section 2.21(a) of the Credit Agreement shall be amended to read as follows: (a) The Subject to Section 2.21(b) below, the amount of the Aggregate Facility LC Commitment may be increased by an amount measured from the Amendment No. 4 Effective Date not to exceed the difference of (x) $250,000,000 minus (y) the aggregate amount of all Supplemental Credit Facilities permitted by Section 6.11(p), at the request of the Borrower may, from time to time, request by written notice to time as follows: (i) the Administrative Agent to increase the Commitments by a maximum aggregate amount for all such increases of up to $200,000,000, by designating Borrower shall designate one or more Lenders or other financial institutions (that will become Lenders), in each case, reasonably acceptable to the Administrative Agent and acceptable (which acceptance will not be unreasonably withheld), to assume Facility LC Commitments in an aggregate amount equal to the Swingline Lender amount of such increase and each LC Issuing Bank(ii) on the date that such increase becomes effective, Revolving Credit Loans shall be repaid and/or borrowed to the extent necessary such that they shall be held by the Lenders ratably in proportion to their respective sole discretion, that agree Pro Rata Shares (determined after giving effect to accept all or such designations). In the event of the designation by the Borrower of a portion financial institution pursuant to clause (i) of such additional Commitments the preceding sentence (each a financial institution being so designated being referred to herein as an “Designated Assuming Lender”). (b) The Administrative Agent shall promptly notify , and subject to the Designated Lenders of the Borrower’s request pursuant execution and delivery to subsection (a) above. Each Designated Lender shall notify the Administrative Agent by the date specified by the Administrative Agent (which date shall be a Business Day) that either (A) such Designated Lender declines to accept its additional Commitments or (B) such Designated Lender consents to accept the offered Commitments. Any Designated Lender not responding on or prior to the date specified by the Administrative Agent shall be deemed to have declined to accept the offered Commitments. The Administrative Agent shall, after receiving the notifications from all of the Designated Lenders or following the date specified in the notice to such Designated Lenders, whichever is earlier, notify the Borrower and the Lenders such Assuming Lender of the results thereof and the effective date of any additional Commitments. The effectiveness of such additional Commitments shall be subject to the condition precedent that the Borrower shall have delivered documentation satisfactory to the Administrative Agent in its reasonable discretion to effect such designation: (ix) such Assuming Lender shall become (or, if such Assuming Lender was theretofore a Lender shall continue as) a Lender having a Facility LC Commitment equal to the amount of such increase allocated to such Assuming Lender in such designation (plus, if such Assuming Lender was theretofore a Lender, the amount of the Facility LC Commitment held by such Assuming Lender immediately prior to such designation) and (y) the resolutions of the Borrower authorizing such additional Commitments and all Governmental Approvals (if any) required participations in connection with such additional Commitments, certified as being in effect as of the effective date of such additional Commitments, (ii) a favorable opinion of counsel for the Borrower as to such matters as any Lender through the Administrative Agent may reasonably request and (iii) a certificate signed by a duly authorized officer of the Borrower, dated as of the effective date of such additional Commitments, stating that all conditions precedent to an Extension outstanding Letters of Credit have been satisfied on and as Reimbursement Obligations shall thereupon automatically and without further action be re-allocated all to the extent necessary such that the participations in such Letters of such effective date. (c) Promptly following the effective date of any Commitment increase pursuant to this Section 2.07, (i) the Administrative Agent Credit and Reimbursement Obligations shall distribute an amended Schedule I to this Agreement (which shall thereafter be incorporated into this Agreement) to reflect any changes in Lenders, the Commitments and each Lender’s Commitment Percentage as of such effective date and (ii) the Borrower shall prepay the outstanding Revolving Borrowings (if any) in full, and shall simultaneously make new Revolving Borrowings hereunder in an amount equal to such prepayment, so that, after giving effect thereto, the Revolving Borrowings are held ratably by the Lenders ratably in accordance with proportion to their respective Commitments Pro Rata Shares (determined after giving effect to such Commitment increasedesignations). Prepayments made under this clause (c) In no event shall not any Lender be subject required to the notice requirements of Section 2.14become an Assuming Lender. (d) Notwithstanding any provision contained herein to the contrary, from and after the date of any Commitment increase and the making of any Loans on such date pursuant to clause (c)(ii) above, all calculations and payments of fees and of interest on the Loans shall take into account the actual Commitment of each Lender and the principal amount outstanding of each Loan made by such Lender during the relevant period of time.”

Increase of the Commitments. (a) The Subject to Section 2.21(b) below, the amount of the Aggregate Facility LC Commitment may be increased by an amount not exceeding $200,000,000 at the request of the Borrower may, from time to time, request by written notice to time as follows: (i) the Administrative Agent to increase the Commitments by a maximum aggregate amount for all such increases of up to $200,000,000, by designating Borrower shall designate one or more Lenders or other financial institutions (that will become Lenders), in each case, reasonably acceptable to the Administrative Agent and acceptable (which acceptance will not be unreasonably withheld), to assume Facility LC Commitments in an aggregate amount equal to the Swingline Lender amount of such increase and each LC Issuing Bank(ii) on the date that such increase becomes effective, Revolving Credit Loans shall be repaid and/or borrowed to the extent necessary such that they shall be held by the Lenders ratably in proportion to their respective sole discretion, that agree Pro Rata Shares (determined after giving effect to accept all or such designations). In the event of the designation by the Borrower of a portion financial institution pursuant to clause (i) of such additional Commitments the preceding sentence (each a financial institution being so designated being referred to herein as an “Designated Assuming Lender”), and subject to the execution and delivery to the Administrative Agent by the Borrower and such Assuming Lender of documentation satisfactory to the Administrative Agent in its reasonable discretion to effect such designation: (x) such Assuming Lender shall become (or, if such Assuming Lender was theretofore a Lender shall continue as) a Lender having a Facility LC Commitment equal to the amount of such increase allocated to such Assuming Lender in such designation (plus, if such Assuming Lender was theretofore a Lender, the amount of the Facility LC Commitment held by such Assuming Lender immediately prior to such designation) and (y) the participations in outstanding Letters of Credit and Reimbursement Obligations shall thereupon automatically and without further action be re-allocated all to the extent necessary such that the participations in such Letters of Credit and Reimbursement Obligations shall be held by the Lenders ratably in proportion to their respective Pro Rata Shares (determined after giving effect to such designations). In no event shall any Lender be required to become an Assuming Lender. (b) The Administrative Borrower shall furnish to the Agent, each in form and substance satisfactory to the Agent shall promptly notify and to the Designated Lenders of extent required by the Borrower’s request title insurance company: (i) evidence that any amendment to the Mortgages to reflect the increase in Commitments pursuant to subsection (a) above. Each Designated the Lender Addenda shall notify the Administrative Agent by have been made, within 30 days after the date specified by of such increase in Commitments and (ii) evidence satisfactory to the Administrative Agent (which that date shall be a Business Day) that either (A) such Designated Lender declines to accept its additional Commitments down endorsements or (B) such Designated Lender consents to accept the offered Commitments. Any Designated Lender not responding on or prior functional equivalent thereof, current to the date specified by of the Administrative recording of the amendments to the Mortgages that reflect the increase in Commitments pursuant to the Lender Addenda, are issued in connection with each of the existing Mortgage Policies issued, within 60 days after the date of such increase in Commitments; provided that the Agent shall be deemed able to have declined to accept grant extensions in its sole discretion for the offered Commitments. date down endorsements or functional equivalent thereof for the Mortgages identified on Schedule I. The Administrative Agent shall, after receiving the notifications from all failure of the Designated Lenders or following the date specified Borrower to furnish any document in the notice to such Designated Lenders, whichever is earlier, notify the Borrower and the Lenders of the results thereof and the effective date of any additional Commitments. The effectiveness of such additional Commitments shall be subject to the condition precedent that the Borrower shall have delivered to the Administrative Agent clauses (i) the resolutions of the Borrower authorizing such additional Commitments and all Governmental Approvals (if any) required in connection with such additional Commitments, certified as being in effect as of the effective date of such additional Commitments, (ii) above within the time frames noted above shall constitute a favorable opinion of counsel for Default under the Borrower as to such matters as Credit Agreement and any Lender through the Administrative Agent may reasonably request and (iii) a certificate signed by a duly authorized officer of the Borrower, dated as of the effective date of such additional Commitments, stating that all conditions precedent to an Extension of Credit have been satisfied on and as of such effective dateother Loan Document. (c) Promptly following Each increase in the effective date of any Aggregate Facility LC Commitment increase pursuant to this Section 2.07, (i2.21(a) shall automatically and simultaneously increase the Administrative Agent shall distribute an amended Schedule I to this Agreement (which shall thereafter be incorporated into this Agreement) to reflect any changes in Lenders, the Commitments and each Lender’s Aggregate Commitment Percentage as of such effective date and (ii) the Borrower shall prepay the outstanding Revolving Borrowings (if any) in full, and shall simultaneously make new Revolving Borrowings hereunder in an amount equal to such prepayment, so that, after giving effect thereto, the Revolving Borrowings are held ratably by the Lenders in accordance with their respective Commitments (after giving effect to such Commitment increase). Prepayments made under this clause (c) shall not be subject to the notice requirements of Section 2.14same amount. (d) Notwithstanding any provision contained herein to the contrary, from and after the date of any Commitment increase and the making of any Loans on such date pursuant to clause (c)(ii) above, all calculations and payments of fees and of interest on the Loans shall take into account the actual Commitment of each Lender and the principal amount outstanding of each Loan made by such Lender during the relevant period of time.”

Increase of the Commitments. (a) The Borrower may, from time to time, request by written notice to the Administrative Agent to increase the Commitments by a maximum aggregate amount for all such increases of up to (i) $200,000,000150,000,000 prior to the SPPC Merger Modification Effective Date, and (ii) $250,000,000 on or after the SPPC Merger Modification Effective Date, in each case by designating one or more Lenders or other financial institutions (that will become Lenders), in each case, reasonably acceptable to meeting the Administrative Agent and acceptable to requirements set forth in the Swingline Lender and each LC Issuing Bank, in their respective sole discretiondefinition of Eligible Assignee, that agree to accept all or a portion of such additional Commitments (each a “Designated Lender”). (b) The Administrative Agent shall promptly notify the Designated Lenders of the Borrower’s request pursuant to subsection (a) above. Each Designated Lender shall notify the Administrative Agent by the date specified by the Administrative Agent (which date shall be a Business Day) that either (A) such Designated Lender declines to accept its additional Commitments or (B) such Designated Lender consents to accept the offered Commitments. Any Designated Lender not responding on or prior to the date specified by the Administrative Agent shall be deemed to have declined to accept the offered Commitments. The Administrative Agent shall, after receiving the notifications from all of the Designated Lenders or following the date specified in the notice to such Designated Lenders, whichever is earlier, notify the Borrower and the Lenders of the results thereof and the effective date of any additional Commitments. The effectiveness of such additional Commitments shall be subject to the condition conditions precedent that (i) unless the Collateral Release has occurred, the Borrower shall have issued to the Administrative Agent General and Refunding Mortgage Bonds, in form and substance similar to the General and Refunding Mortgage Bond issued to the Administrative Agent on the Closing Date, in accordance with the terms of the General and Refunding Mortgage Indenture, in an aggregate principal amount equal to the difference between the principal amount of the Commitments (after giving effect to such increase and any prior increases or permanent reductions to the Commitments) and the outstanding principal amount of General and Refunding Mortgage Bonds previously issued to the Administrative Agent as collateral support for the Obligations; and (ii) the Borrower shall have delivered to the Administrative Agent (iA) the resolutions of the Borrower authorizing such additional Commitments (and, if applicable, such new issuance of General and Refunding Mortgage Bonds) and all Governmental Approvals (if any) required in connection with such additional CommitmentsCommitments (and, if applicable, such new issuance of General and Refunding Mortgage Bonds), certified as being in effect as of the effective date of such additional Commitments, (iiB) a favorable opinion of counsel for the Borrower as to such matters as any Lender through the Administrative Agent may reasonably request (including, if applicable, as to such new issuance of General and Refunding Mortgage Bonds) and (iiiC) a certificate signed by a duly authorized officer of the Borrower, dated as of the effective date of such additional Commitments, stating that all conditions precedent to an Extension of Credit have been satisfied on and as of such effective date. (c) Promptly following the effective date of any Commitment increase pursuant to this Section 2.07, (i) the Administrative Agent shall distribute an amended Schedule I I(A) or Schedule I(B) to this Agreement Agreement, as applicable (which shall thereafter be incorporated into this Agreement) ), to reflect any changes in Lenders, the Commitments and each Lender’s Commitment Percentage as of such effective date and (ii) the Borrower shall prepay the outstanding Revolving Borrowings (if any) in full, and shall simultaneously make new Revolving Borrowings hereunder in an amount equal to such prepayment, so that, after giving effect thereto, the Revolving Borrowings are held ratably by the Lenders in accordance with their respective Commitments (after giving effect to such Commitment increase). Prepayments made under this clause (c) shall not be subject to the notice requirements of Section 2.14. (d) Notwithstanding any provision contained herein to the contrary, from and after the date of any Commitment increase and the making of any Loans on such date pursuant to clause (c)(ii) above, all calculations and payments of fees and of interest on the Loans shall take into account the actual Commitment of each Lender and the principal amount outstanding of each Loan made by such Lender during the relevant period of time. The Loans made or Letters of Credit issued in respect of any Commitment increase pursuant to this Section 2.07 will rank pari passu in right of payment and security with the other Loans made and Letters of Credit issued hereunder and shall constitute and be part of the “Obligations” arising under this Agreement.

Increase of the Commitments. (a) The Borrower may, from at any time to time, request by written notice to the Administrative Agent to Agent, propose an increase in the total Commitments hereunder (each such proposed increase being a “Commitment Increase”) either by having a maximum aggregate amount for all Lender increase its Commitment then in effect (each an “Increasing Lender”) or by adding as a Lender with a new Commitment hereunder a Person which is an Eligible Assignee at such increases of up to $200,000,000, by designating one or more Lenders or other financial institutions time (that will become Lenders), each an “Assuming Lender”) in each case, reasonably acceptable to case with the Administrative Agent and acceptable to the Swingline Lender and each LC Issuing Bank, in their respective sole discretion, that agree to accept all or a portion approval of such additional Commitments (each a “Designated Lender”). (b) The Administrative Agent shall promptly notify the Designated Lenders of the Borrower’s request pursuant to subsection (a) above. Each Designated Lender shall notify the Administrative Agent by the date specified by the Administrative Agent (not to be unreasonably withheld), which notice shall specify the name of each Increasing Lender and/or Assuming Lender, as applicable, the amount of the Commitment Increase and the portion thereof being assumed by each such Increasing Lender or Assuming Lender, and the date on which such Commitment Increase is to be effective (the “Commitment Increase Date”) (which shall be a Business Day) that either (A) Day at least three Business Days after delivery of such Designated Lender declines to accept its additional Commitments or (B) such Designated Lender consents to accept the offered Commitments. Any Designated Lender not responding on or notice and 30 days prior to the date specified by the Administrative Agent shall be deemed to have declined to accept the offered Commitments. The Administrative Agent shall, after receiving the notifications from all of the Designated Lenders or following the date specified in the notice to such Designated Lenders, whichever is earlier, notify the Borrower and the Lenders of the results thereof and the effective date of any additional Commitments. The effectiveness of such additional Commitments shall be subject to the condition precedent that the Borrower shall have delivered to the Administrative Agent Maturity Date); provided that: (i) the resolutions minimum amount of the increase of the Commitment of any Increasing Lender, and the minimum amount of the Commitment of any Assuming Lender, as part of any Commitment Increase shall be in an amount that is an integral multiple of $5,000,000 and not less than $1,000,000; (ii) immediately after giving effect to any Commitment Increase, the total Commitments hereunder shall not exceed $575,000,000; (iii) no Event of Default shall have occurred and be continuing on the relevant Commitment Increase Date or shall result from any Commitment Increase; (iv) the representations and warranties of the Borrower authorizing such additional Commitments contained herein and in the other Loan Documents shall be true and correct in all Governmental Approvals (if any) required in connection with such additional Commitments, certified as being in effect material respects on and as of the effective date of such additional Commitments, (ii) a favorable opinion of counsel for relevant Commitment Increase Date to the Borrower same extent as to such matters as any Lender through the Administrative Agent may reasonably request and (iii) a certificate signed by a duly authorized officer of the Borrower, dated as of the effective date of such additional Commitments, stating that all conditions precedent to an Extension of Credit have been satisfied though made on and as of such effective date. (c) Promptly following , except to the effective date of any Commitment increase pursuant extent such representations and warranties specifically relate to this Section 2.07an earlier date, (i) the Administrative Agent in which case such representations and warranties shall distribute an amended Schedule I to this Agreement (which shall thereafter be incorporated into this Agreement) to reflect any changes have been true, correct and complete in Lenders, the Commitments all material respects on and each Lender’s Commitment Percentage as of such effective date and earlier date; and (ii) the Borrower shall prepay the outstanding Revolving Borrowings (if anyv) in full, and shall simultaneously make new Revolving Borrowings hereunder in an amount equal to such prepayment, so that, after giving effect thereto, the Revolving Borrowings are held ratably by the Lenders in accordance with their respective Commitments (after giving effect case of any Assuming Lender that is not a Lender immediately prior to such Commitment increase). Prepayments made under this clause (c) shall Increase Date and is not be subject to the notice requirements of Section 2.14. (d) Notwithstanding any provision contained herein to the contrary, from and after the date of any Commitment increase and the making of any Loans on such date pursuant to clause (c)(ii) above, all calculations and payments of fees and of interest listed on the Loans shall take into account the actual Commitment of each NAIC Qualified U.S. Financial Institutions List, such Assuming Lender and its Confirming Lender shall have entered into an agreement of the principal amount outstanding type contemplated in the definition of each Loan made by such Lender during the relevant period of time“Confirming Lender” in Section 1.1.

Increase of the Commitments. (a) The Borrower mayCompany, from with the consent of the Agent, may at any time to timearrange an increase in the aggregate amount of the Aggregate Commitment and the "Aggregate Commitment" as defined in the Facility A Credit Agreement (a "Commitment Increase"), request effective on a Business Day (an "Increase Date") as separately agreed between the Company and each Increasing Bank (as defined below) and each Assuming Bank by written notice to an earlier date at least three days before the Administrative Agent to intended Increase Date (a "Commitment Date"); provided, however, that (A) in no event shall the Aggregate Commitment at any time exceed $60,000,000, (B) each such increase shall be simultaneous with an equal percentage increase in the "Aggregate Commitment" as defined in the Facility A Credit Agreement, and (C) no Default shall exist on such Increase Date. Such Commitment Increase may be achieved through the increase of the Commitments by a maximum aggregate amount for all such increases of up to $200,000,000, by designating one or more Lenders of the Banks (each such Bank that is willing to increase its Commitment hereunder being an "Increasing Bank") or the addition of one or more other financial institutions Eligible Assignees as Assuming Banks and as parties to this Agreement; provided, however, that (that will become Lenders)1) the Commitment of each Assuming Bank, when combined with such Assuming Bank's "Commitment" under the Facility A Credit Agreement, shall be an integral multiple of $10,000,000, (2) the increase in the existing Commitment of each caseIncreasing Bank, reasonably acceptable when combined with the increase in such Increasing Bank's "Commitment" under the Facility A Credit Agreement, shall be an integral multiple of $10,000,000, and (3) after giving effect to the Administrative Agent Commitment Increase, each Bank (including the Assuming Banks and acceptable to the Swingline Lender and each LC Issuing Bank, Increasing Banks) shall have the same percentage of the Aggregate Commitment as it holds in their respective sole discretion, that agree to accept all or a portion of such additional Commitments (each a “Designated Lender”)the "Aggregate Commitment" as defined in the Facility A Credit Agreement. (b) The Administrative Agent shall promptly notify the Designated Lenders of the Borrower’s request pursuant to subsection (a) above. Each Designated Lender shall notify the Administrative Agent by the date specified by the Administrative Agent (which date shall be a Business Day) that either (A) such Designated Lender declines to accept its additional Commitments or (B) such Designated Lender consents to accept the offered Commitments. Any Designated Lender not responding If, on or prior before the Commitment Date, (i) each Assuming Bank has delivered to the date specified Agent an Assumption Agreement in form and substance reasonably satisfactory to the Agent, duly executed by the Administrative Agent shall be deemed to have declined to accept the offered Commitments. The Administrative Agent shall, after receiving the notifications from all of the Designated Lenders or following the date specified in the notice to such Designated Lenders, whichever is earlier, notify the Borrower Assuming Bank and the Lenders of Company, and effective upon the results thereof Increase Date; and the effective date of any additional Commitments. The effectiveness of such additional Commitments shall be subject to the condition precedent that the Borrower (ii) each Increasing Bank shall have delivered to the Administrative Agent (A) its existing Note and (B) confirmation in writing satisfactory to the Agent as to its increased Commitment effective upon the Increase Date, then the Agent shall notify the Banks (including any Assuming Banks) and the Company of such Commitment Increase and the applicable Increase Date. Each Increasing Bank and each Assuming Bank shall, before 11:00 a.m. (San Francisco time) on the applicable Increase Date, make available to the Agent in immediately available funds, in the case of such Assuming Bank, an amount equal to such Assuming Bank's Pro Rata Share of the Syndicated Loans then outstanding (calculated based on its Commitment as a percentage of the Aggregate Commitment after giving effect to the relevant Commitment Increase) and, in the case of such Increasing Bank, an amount equal to the excess of (i) the resolutions such Increasing Bank's Pro Rata Share of the Borrower authorizing such additional Commitments and all Governmental Approvals Syndicated Loans then outstanding (if any) required in connection with such additional Commitments, certified calculated based on its Commitment as being in effect as a percentage of the effective date of such additional Commitments, Aggregate Commitment after giving effect to the relevant Commitment Increase) over (ii) such Increasing Bank's Pro Rata Share of the Syndicated Loans then outstanding (calculated based on its Commitment without giving effect to the relevant Commitment Increase) as a favorable opinion percentage of counsel for the Borrower as aggregate Commitments (without giving effect to the relevant Commitment Increase). After the Agent's receipt of such funds from each Increasing Bank and each Assuming Bank, the Agent will promptly thereafter cause to be distributed like funds to the other Banks an amount such that the aggregate amount of the outstanding Syndicated Loans owing to each Bank after giving effect to such matters as any Lender through the Administrative Agent may reasonably request and (iii) a certificate signed by a duly authorized officer distribution equals such Bank's Pro Rata Share of the BorrowerSyndicated Loans then outstanding (calculated based on its Commitment as a percentage of the Aggregate Commitments after giving effect to the Commitment Increase). To the extent there are outstanding Offshore Rate Loans with Interest Periods ending after the Increase Date, such Offshore Rate Loans shall be converted in full to Base Rate Syndicated Loans or new Offshore Rate Loans on the Increase Date. The Company shall be liable for any amounts owing under Section 3.4 on account of the prepayment or conversion of Offshore Rate Loans required by the two immediately preceding sentences. Promptly after the Company receives a request from the Agent, the Company shall execute and deliver to the Agent Notes payable to the order of each Assuming Bank, if any, and each Increasing Bank, dated as of the effective date of such additional Commitmentsapplicable Increase Date, stating that all conditions precedent to an Extension of Credit have been satisfied on and as of such effective date. (c) Promptly following the effective date of any Commitment increase pursuant to this Section 2.07, (i) the Administrative Agent shall distribute an amended Schedule I to this Agreement (which shall thereafter be incorporated into this Agreement) to reflect any changes in Lenders, the Commitments and each Lender’s Commitment Percentage as of such effective date and (ii) the Borrower shall prepay the outstanding Revolving Borrowings (if any) in full, and shall simultaneously make new Revolving Borrowings hereunder in an a principal amount equal to such prepayment, so that, after giving effect thereto, the Revolving Borrowings are held ratably by the Lenders in accordance with their respective Commitments (Bank's Commitment after giving effect to the relevant Commitment Increase. The Agent, upon receipt of such Commitment increase). Prepayments made under this clause (c) Notes, shall not be subject promptly deliver such Notes to the notice requirements of Section 2.14respective Assuming Banks and Increasing Banks. (d) Notwithstanding any provision contained herein to the contrary, from and after the date of any Commitment increase and the making of any Loans on such date pursuant to clause (c)(ii) above, all calculations and payments of fees and of interest on the Loans shall take into account the actual Commitment of each Lender and the principal amount outstanding of each Loan made by such Lender during the relevant period of time.

Increase of the Commitments. (a) The Borrower may, from at any time to time, request by written notice to the Administrative Agent to Agent, propose an increase in the total Commitments hereunder (each such proposed increase being a “Commitment Increase”) either by having a maximum aggregate amount for all such increases of up to $200,000,000, Lender increase its Commitment then in effect (each an “Increasing Lender”) or by designating one or more Lenders or other financial institutions adding as a Lender with a new Commitment hereunder a Person which is not then a Lender (that will become Lenders), each an “Assuming Lender”) in each case, reasonably acceptable to case with the Administrative Agent and acceptable to the Swingline Lender and each LC Issuing Bank, in their respective sole discretion, that agree to accept all or a portion approval of such additional Commitments (each a “Designated Lender”). (b) The Administrative Agent shall promptly notify the Designated Lenders of the Borrower’s request pursuant to subsection (a) above. Each Designated Lender shall notify the Administrative Agent by the date specified by the Administrative Agent (not to be unreasonably withheld), which notice shall specify the name of each Increasing Lender and/or Assuming Lender, as applicable, the amount of the Commitment Increase and the portion thereof being assumed by each such Increasing Lender or Assuming Lender, and the date on which such Commitment Increase is to be effective (a “Commitment Increase Date”) (which shall be a Business DayDay at least three Business Days after delivery of such notice and 30 days prior to the Commitment Termination Date); provided that no Lender shall have any obligation hereunder to become an Increasing Lender and any election to do so shall be in the sole discretion of each Lender; provided further that: (i) that either the amount of any Commitment Increase, and the amount of the Commitment of any Assuming Lender as part of any Commitment Increase, shall be in a minimum amount of $10,000,000 and in multiples of $5,000,000; (Aii) immediately after giving effect to any Commitment Increase, the total Commitments hereunder shall not exceed $750,000,000; (iii) no Default shall have occurred and be continuing on the relevant Commitment Increase Date or shall result from any Commitment Increase; and (iv) the representations and warranties of the Borrower set forth in this Agreement shall be true and correct on and as of the relevant Commitment Increase Date as if made on and as of such Designated date (or, if any such representation or warranty is expressly stated to have been made as of a specific date, as of such specific date). Each Commitment Increase (and the increase of the Commitment of each Increasing Lender declines to accept its additional Commitments or (Band/or the new Commitment of each Assuming Lender, as applicable, resulting therefrom) such Designated Lender consents to accept shall become effective as of the offered Commitments. Any Designated Lender not responding relevant Commitment Increase Date upon receipt by the Administrative Agent, on or prior to the date specified by the Administrative Agent shall be deemed to have declined to accept the offered Commitments. The Administrative Agent shall9:00 a.m., after receiving the notifications from all New York City time, on such Commitment Increase Date, of the Designated Lenders or following the date specified in the notice to such Designated Lenders, whichever is earlier, notify the Borrower and the Lenders of the results thereof and the effective date of any additional Commitments. The effectiveness of such additional Commitments shall be subject to the condition precedent that the Borrower shall have delivered to the Administrative Agent (i) the resolutions of the Borrower authorizing such additional Commitments and all Governmental Approvals (if any) required in connection with such additional Commitments, certified as being in effect as of the effective date of such additional Commitments, (ii) a favorable opinion of counsel for the Borrower as to such matters as any Lender through the Administrative Agent may reasonably request and (iiiA) a certificate signed by of a duly authorized officer of the Borrower, dated as of the effective date of such additional Commitments, Borrower stating that all the conditions precedent with respect to an Extension of Credit such Commitment Increase under this paragraph (d) have been satisfied on and (B) an agreement, in form and substance satisfactory to the Borrower and the Administrative Agent, pursuant to which, effective as of such effective date. Commitment Increase Date, the Commitment of each such Increasing Lender shall be increased or each such Assuming Lender, as applicable, shall undertake a Commitment, duly executed by such Increasing Lender or Assuming Lender, as the case may be, and the Borrower and acknowledged by the Administrative Agent. Upon the Administrative Agent’s receipt of a fully executed agreement from each Increasing Lender and/or Assuming Lender referred to in clause (cB) Promptly following above, together with the effective date of any Commitment increase pursuant certificate referred to this Section 2.07in clause (A) above, (i) the Administrative Agent shall distribute an amended Schedule I record the information contained in each such agreement in the Register and give prompt notice of the relevant Commitment Increase to this Agreement the Borrower and the Lenders (which shall thereafter be incorporated into this Agreement) to reflect any changes in Lendersincluding, the Commitments and if applicable, each Assuming Lender’s ). On each Commitment Percentage as of such effective date and (ii) Increase Date the Borrower shall simultaneously (i) prepay in full the outstanding Revolving Borrowings Loans (if any) held by the Lenders immediately prior to giving effect to the relevant Commitment Increase, (ii) if the Borrower shall have so requested in fullaccordance with this Agreement, and shall simultaneously make borrow new Revolving Borrowings hereunder in an amount equal to Loans from all Lenders (including, if applicable, any Assuming Lender) such prepayment, so that, after giving effect thereto, the Revolving Borrowings Loans are held ratably by the Lenders in accordance with their respective Commitments (after giving effect to such Commitment increase). Prepayments made under this clause Increase) and (ciii) shall not be subject pay to the notice requirements of Lenders the amounts, if any, payable under Section 2.142.13. (d) Notwithstanding any provision contained herein to the contrary, from and after the date of any Commitment increase and the making of any Loans on such date pursuant to clause (c)(ii) above, all calculations and payments of fees and of interest on the Loans shall take into account the actual Commitment of each Lender and the principal amount outstanding of each Loan made by such Lender during the relevant period of time.

Increase of the Commitments. (a) The Borrower may, from time to time, request by written notice to the Administrative Agent to increase the Commitments by a maximum aggregate amount for all such increases of up to $200,000,000, by designating one or more Lenders or other financial institutions (that will become Lenders), in each case, reasonably acceptable to the Administrative Agent and acceptable to the Swingline Lender and each LC Issuing Bank, in their respective sole discretion, that agree to accept all or a portion of such additional Commitments (each a “Designated Lender”). (b) The Administrative Agent shall promptly notify the Designated Lenders of the Borrower’s request pursuant to subsection (a) above. Each Designated Lender shall notify the Administrative Agent by the date specified by the Administrative Agent (which date shall be a Business Day) that either (A) such Designated Lender declines to accept its additional Commitments or (B) such Designated Lender consents to accept the offered Commitments. Any Designated Lender ▇▇▇▇▇▇ not responding on or prior to the date specified by the Administrative Agent shall be deemed to have declined to accept the offered Commitments. The Administrative Agent shall, after receiving the notifications from all of the Designated Lenders or following the date specified in the notice to such Designated Lenders, whichever is earlier, notify the Borrower and the Lenders of the results thereof and the effective date of any additional Commitments. The effectiveness of such additional Commitments shall be subject to the condition precedent that the Borrower shall have delivered to the Administrative Agent (i) the resolutions of the Borrower authorizing such additional Commitments and all Governmental Approvals (if any) required in connection with such additional Commitments, certified as being in effect as of the effective date of such additional Commitments, (ii) a favorable opinion of counsel for the Borrower as to such matters as any Lender through the Administrative Agent may reasonably request and (iii) a certificate signed by a duly authorized officer of the Borrower, dated as of the effective date of such additional Commitments, stating that all conditions precedent to an Extension of Credit have been satisfied on and as of such effective date. (c) Promptly following the effective date of any Commitment increase pursuant to this Section 2.07, (i) the Administrative Agent shall distribute an amended Schedule I to this Agreement (which shall thereafter be incorporated into this Agreement) to reflect any changes in Lenders, the Commitments and each Lender’s Commitment Percentage as of such effective date and (ii) the Borrower shall prepay the outstanding Revolving Borrowings (if any) in full, and shall simultaneously make new Revolving Borrowings hereunder in an amount equal to such prepayment, so that, after giving effect thereto, the Revolving Borrowings are held ratably by the Lenders in accordance with their respective Commitments (after giving effect to such Commitment increase). Prepayments made under this clause (c) shall not be subject to the notice requirements of Section 2.14. (d) Notwithstanding any provision contained herein to the contrary, from and after the date of any Commitment increase and the making of any Loans on such date pursuant to clause (c)(ii) above, all calculations and payments of fees and of interest on the Loans shall take into account the actual Commitment of each Lender and the principal amount outstanding of each Loan made by such Lender during the relevant period of time.

Increase of the Commitments. (a) The Borrower may, from time to time, provided that no Default or Event of Default has occurred and is continuing, request by written notice to the Administrative Agent Agent, to increase the Commitments by in minimum increments of $10,000,000, up to a maximum increase aggregate amount for all such increases to occur after the Closing Date of up to $200,000,000250,000,000, by designating one or more Lenders or other financial institutions Eligible Assignees (that will become Lenders), in each case, reasonably acceptable to the Administrative Agent and acceptable to the Swingline Lender and each LC Issuing Bank, in their respective sole discretion, a “Designated Lender”) that agree to accept all or a portion of such additional Commitments (each the “Proposed Increased Commitment”), provided, that (x) if a “Designated Lender is not a Lender, such Designated Lender shall be reasonably acceptable to the Administrative Agent, and such Designated Lender”)’s Proposed Increased Commitment shall be at least $5,000,000; and (y) if a Designated Lender is a Lender, andthe allocations of the Proposed Increased Commitment among Designated Lenders that are Lenders shall be based on the ratio of each existing Lender’s Proposed Increased Commitment, if any, to the aggregate of all Proposed Increased Commitments. The Borrower may elect to remove or replace any such designated Eligible Assignee at any time prior to the effective date of such increase, provided that any newly designated Eligible Assignee is reasonably acceptable to the Administrative Agent. (b) The Administrative Agent shall promptly notify the Designated Lenders of the Borrower’s request pursuant to subsection (a) aboveProposed Increased Commitment. Each Designated Lender shall notify the Administrative Agent by the date specified by the Administrative Agent (which date shall be a Business Day) that either (A) such Designated Lender declines to accept its additional Commitments or (B) such Designated Lender consents to accept the offered its additional Commitments. Any Designated Lender not responding on or prior to the date specified by the Administrative Agent shall be deemed not to have declined consented to accept the offered its additional Commitments. The Administrative Agent shall, after receiving the notifications from all of the Designated Lenders or following the date specified in the notice to such Designated Lenders, whichever is earlier, notify the Borrower and the Lenders of the results thereof and the effective date of any additional Commitments. The effectiveness of such additional Commitments shall be subject to the condition precedent that the Borrower shall have delivered to the Administrative Agent deliver (i) the resolutions of the Borrower authorizing such additional Commitments and all Governmental Approvals (if any) required in connection with such additional Commitments, certified as being in effect as of the effective date of such additional Commitments, (ii) a favorable opinion of counsel for the Borrower as to such matters as any Lender through the Administrative Agent may reasonably request and (iii) a certificate signed by a duly authorized officer of the BorrowerBorrower to the Administrative Agent, dated as of the effective date of such additional Commitments, stating that all conditions precedent to an Extension of Credit have been satisfied set forth in Section 3.02 are true and correct on and as of such effective datedate and (ii) a favorable opinion of counsel for the Borrower (which may be an attorney of American Electric Power Service Corporation), as to such matters as any Lender through the Administrative Agent may reasonably request. (c) Promptly following the effective date of any Commitment increase pursuant to this Section 2.07, (i) the Administrative Agent shall distribute an amended Schedule I II to this Agreement (which shall thereafter be incorporated into this Agreement) to reflect any changes in Lenders, the Commitments and each Lender’s Commitment Percentage as of such effective date and (ii) the Borrower shall prepay the outstanding Revolving Borrowings (if any) in full, and shall simultaneously make new Revolving Borrowings hereunder in an amount equal to such prepayment, so that, after giving effect thereto, the Revolving Borrowings are held ratably by the Lenders in accordance with their respective Commitments (after giving effect to such Commitment increase). Prepayments made under this clause (c) shall not be subject to the notice requirements of Section 2.14. (d) Notwithstanding any provision contained herein to the contrary, from and after the date of any Commitment increase and the making of any Loans on such date pursuant to clause (c)(ii) above, all calculations and payments of fees and of interest on the Loans shall take into account the actual Commitment of each Lender and the principal amount outstanding of each Loan made by such Lender during the relevant period of time.Section

Increase of the Commitments. (a) The Borrower may, Representative may from time to timetime after the Closing Date, request upon at least thirty (30) days’ prior written notice to the Agent (who shall promptly provide a copy of such notice to each Lender), propose to increase the Revolving Loan Commitments by up to an aggregate of $150,000,000; such additional Revolving Loan Commitments (the “Incremental Revolving Loan Commitments”); provided, that the terms and conditions of the Incremental Revolving Loan Commitment shall be the same as those applicable to the Revolving Loan Commitments theretofore in effect except that to the extent that the Applicable Margins for Revolving Loans or Letters of Credit to be issued under the Incremental Revolving Loan Commitments are higher than the Applicable Revolver Margins and/or Applicable L/C Margin set forth herein, the Applicable Revolver Margins and Applicable L/C Margin shall automatically be adjusted to the Applicable Margins for the Revolving Loans and Letters of Credit to be issued under the Incremental Revolving Loan Commitments. Each Lender shall have the right for a period of fifteen (15) days following receipt of such notice, to elect by written notice to the Administrative Agent Borrower Representative and the Agent, to increase the Commitments by a maximum aggregate amount for all such increases of up commit to $200,000,000, by designating one or more Lenders or other financial institutions (that will become Lenders), in each case, reasonably acceptable to the Administrative Agent and acceptable to the Swingline Lender and each LC Issuing Bank, in their respective sole discretion, that agree to accept make all or a portion of such additional Incremental Revolving Loan Commitments. Final allocations of the Incremental Revolving Loan Commitments are to be determined by the Agent after consultation with Borrower Representative. No Lender (each or any successor thereto) shall have any obligation to provide all or any portion of such Incremental Revolving Loan Commitments or to increase any other obligations under this Agreement and the other Loan Documents, and any decision by a Lender to provide any such Incremental Revolving Loan Commitment shall be made in its sole discretion independently from any other Lender. (b) If the Lenders do not commit to make the entire Incremental Revolving Loan Commitments pursuant to Section 1.18(a), the Borrower Representative may designate a Qualified Assignee (which may be, but need not be, one or more of the existing Lenders), provided, however, that if such Person is not an existing Lender, such Person must join this Agreement as a Lender (an “Designated Additional Revolving Lender”). (bc) In the event that the Borrower Representative desires to obtain Incremental Revolving Loan Commitments, the Agent, the Credit Parties and the Additional Revolving Lenders shall enter into an amendment to this Agreement to provide for such Incremental Revolving Loan Commitments (and an amendment to Annex J to reflect the resulting Revolving Loan Commitments of the Lenders), which amendment shall provide for the issuance of promissory notes to evidence the Revolving Credit Advances made pursuant to the Incremental Revolving Loan Commitments if requested by such Lenders (which notes shall constitute Notes for purposes of this Agreement), such amendment to be in form and substance reasonably acceptable to Agent and Borrower Representative and consistent with the terms of this Section 1.18 and of the other provisions of this Agreement. No consent of any Lender not providing Incremental Revolving Loan Commitments is required to permit the Incremental Revolving Loan Commitments contemplated by and otherwise complying with this Section 1.18 or the aforesaid amendment to effectuate the Incremental Revolving Loan Commitments. This clause (c) shall supersede any provisions contained in this Agreement, including, without limitation, Section 11.2. (d) The Administrative Agent shall promptly notify the Designated Lenders increase of the BorrowerIncremental Revolving Loan Commitments will be subject to the satisfaction of the following conditions precedent: (i) after giving pro forma effect to all Revolving Loans that could be incurred under Incremental Revolving Loan Commitments, no Default or Event of Default shall have occurred and be continuing, (ii) execution of the amendment hereto referenced in clause (c) above by the Agent, the Lenders providing the Incremental Revolving Loan Commitments and the Credit Parties, (iii) delivery to the Agent of a certificate of the Secretary or an Assistant Secretary of each Credit Party, in form and substance satisfactory to the Agent, certifying the resolutions of such Person’s request board of directors (or equivalent governing body) approving and authorizing the Incremental Revolving Loan Commitments (if not previously delivered to the Agent), and certifying that none of the organizational documents of such Credit Party delivered to the Agent prior thereto have been modified or altered in any way (or, if modifications have occurred, certifying new copies of such organizational documents), (iv) delivery to the Agent of an opinion of counsel to the Credit Parties in form and substance and from counsel reasonably satisfactory to the Agent, addressed to the Agent and the Lenders providing the Incremental Revolving Loan Commitments and covering such matters as the Agent may reasonably request, (v) receipt by the Agent of a certificate from the Borrower Representative certifying that any Revolving Loans under the Incremental Revolving Loan Commitments are permitted under the Senior Unsecured Note Indenture (together with supporting documentation reasonably acceptable to the Agent) and (vi) receipt by the Agent of such new Notes, reaffirmations of guaranties, security agreements and pledge agreements as the Agent may reasonably request, together with amendments to all mortgages reflecting that the Revolving Loans and Letters of Credit extended pursuant to subsection the Incremental Revolving Loan Commitments are secured pari passu with the Revolving Loan and such endorsements to title policies or additional title searches as the Agent may reasonably request. (ae) above. Each Designated Following the effectiveness of any amendment implementing Incremental Revolving Loan Commitments, (i) the Agent is authorized to re-allocate outstanding amounts of the Revolving Credit Advances by requiring any Lender shall notify to provide funds pursuant to (but not in excess of, together with such Lender’s share, if any, of the Administrative Agent by the date specified by the Administrative Agent Revolving Loan) such Lender’s Revolving Loan Commitment (including any Incremental Revolving Loan Commitment of such Lender), which date funds so provided shall be a deemed to be Revolving Credit Advances for all purposes of this Agreement, and to remit such funds to other Revolving Lenders, which shall be deemed to be repayments of Revolving Credit Advances for all purposes of this Agreement, in any case, such that the amounts of outstanding Revolving Credit Advances of all Lenders (after giving effect to the effectiveness of the applicable amendment under subsection 1.18(c) implementing the Incremental Revolving Loan Commitments and the joinder of the Additional Revolving Lenders to this Agreement) shall be pro rata in accordance with the Revolving Loan Commitments after giving effect to the Incremental Revolving Loan Commitments, and each Revolving Lender agrees to provide such funds on the Business Day) that either Day of such request (A) if such Designated Lender declines to accept its additional Commitments or (B) such Designated Lender consents to accept the offered Commitments. Any Designated Lender not responding request is made on or prior to noon (Chicago time)) or on the date specified by immediately following Business Day (if such request if made after noon (Chicago time)), and the Administrative Agent Borrowers consent to the foregoing re-allocations, and (ii) each Lender, at the request of the Agent, shall acknowledge that its Pro Rata Share of participations in Letters of Credit that are outstanding as of the time of the increase in the Revolving Loan Commitments pursuant to this Section 1.18 shall be in accordance with the Revolving Loan Commitments after giving effect to the increase to the Revolving Loan Commitments under this Section 1.18, and any Lender failing to respond to a request for such acknowledgement within five (5) days shall be deemed to have declined to accept the offered Commitments. The Administrative Agent shall, after receiving the notifications from all of the Designated Lenders or following the date specified in the notice to provided such Designated Lenders, whichever is earlier, notify the Borrower and the Lenders of the results thereof and the effective date of any additional Commitments. The effectiveness of such additional Commitments shall be subject to the condition precedent that the Borrower shall have delivered to the Administrative Agent (i) the resolutions of the Borrower authorizing such additional Commitments and all Governmental Approvals (if any) required in connection with such additional Commitments, certified as being in effect as of the effective date of such additional Commitments, (ii) a favorable opinion of counsel for the Borrower as to such matters as any Lender through the Administrative Agent may reasonably request and (iii) a certificate signed by a duly authorized officer of the Borrower, dated as of the effective date of such additional Commitments, stating that all conditions precedent to an Extension of Credit have been satisfied on and as of such effective dateacknowledgement. (c) Promptly following the effective date of any Commitment increase pursuant to this Section 2.07, (i) the Administrative Agent shall distribute an amended Schedule I to this Agreement (which shall thereafter be incorporated into this Agreement) to reflect any changes in Lenders, the Commitments and each Lender’s Commitment Percentage as of such effective date and (ii) the Borrower shall prepay the outstanding Revolving Borrowings (if any) in full, and shall simultaneously make new Revolving Borrowings hereunder in an amount equal to such prepayment, so that, after giving effect thereto, the Revolving Borrowings are held ratably by the Lenders in accordance with their respective Commitments (after giving effect to such Commitment increase). Prepayments made under this clause (c) shall not be subject to the notice requirements of Section 2.14. (df) Notwithstanding any provision contained herein to the contrary, from and after the date of any Commitment increase contemplated by this Section 1.18, and the repayment and making of any Loans Revolving Credit Advances on such date pursuant to clause (c)(iid)(v) above, all calculations and payments of fees and of interest on the Loans Revolving Credit Advances shall take into account the actual Revolving Loan Commitment of each Lender and the principal amount outstanding of each Loan Revolving Credit Advance made by such Lender during the relevant period of time.

Increase of the Commitments. (a) The Borrower may, from time to time, request by written notice to the Administrative Agent to increase the Commitments by a maximum aggregate amount for all such increases of up to $200,000,000650,000,000, by designating one or more Lenders or other financial institutions (that will become Lenders), in each case, reasonably acceptable to meeting the Administrative Agent and acceptable to requirements set forth in the Swingline Lender and each LC Issuing Bank, in their respective sole discretiondefinition of Eligible Assignee, that agree to accept all or a portion of such additional Commitments (each a “Designated Lender”). (b) The Administrative Agent shall promptly notify the Designated Lenders of the Borrower’s request pursuant to subsection (a) above. Each Designated Lender shall notify the Administrative Agent by the date specified by the Administrative Agent (which date shall be a Business Day) that either (A) such Designated Lender declines to accept its additional Commitments or (B) such Designated Lender consents to accept the offered Commitments. Any Designated Lender ▇▇▇▇▇▇ not responding on or prior to the date specified by the Administrative Agent shall be deemed to have declined to accept the offered Commitments. The Administrative Agent shall, after receiving the notifications from all of the Designated Lenders or following the date specified in the notice to such Designated Lenders, whichever is earlier, notify the Borrower and the Lenders of the results thereof and the effective date of any additional Commitments. The effectiveness of such additional Commitments shall be subject to the condition precedent that the Borrower shall have delivered to the Administrative Agent (i) the resolutions of the Borrower authorizing such additional Commitments and all Governmental Approvals (if any) required in connection with such additional Commitments, certified as being in effect as of the effective date of such additional Commitments, (ii) a favorable opinion of counsel for the Borrower as to such matters as any Lender through the Administrative Agent may reasonably request and (iii) a certificate signed by a duly authorized officer of the Borrower, dated as of the effective date of such additional Commitments, stating that all conditions precedent to an Extension of Credit have been satisfied on and as of such effective date. (c) Promptly following the effective date of any Commitment increase pursuant to this Section 2.07, (i) the Administrative Agent shall distribute an amended Schedule I to this Agreement (which shall thereafter be incorporated into this Agreement) to reflect any changes in Lenders, the Commitments and each Lender’s Commitment Percentage as of such effective date and (ii) the Borrower shall prepay the outstanding Revolving Borrowings (if any) in full, and shall simultaneously make new Revolving Borrowings hereunder in an amount equal to such prepayment, so that, after giving effect thereto, the Revolving Borrowings are held ratably by the Lenders in accordance with their respective Commitments (after giving effect to such Commitment increase). Prepayments made under this clause (c) shall not be subject to the notice requirements of Section 2.14. (d) Notwithstanding any provision contained herein to the contrary, from and after the date of any Commitment increase and the making of any Loans on such date pursuant to clause (c)(ii) above, all calculations and payments of fees and of interest on the Loans shall take into account the actual Commitment of each Lender and the principal amount outstanding of each Loan made by such Lender during the relevant period of time.

Increase of the Commitments. (a) The Borrower may, from at any time to time, request by written notice to the Administrative Agent to Agent, propose an increase in the total Commitments hereunder (each such proposed increase being a “Commitment Increase”) either by having a maximum aggregate amount for all Lender increase its Commitment then in effect (each an “Increasing Lender”) or by adding as a Lender with a new Commitment hereunder a Person which is an Eligible Assignee at such increases of up to $200,000,000, by designating one or more Lenders or other financial institutions time (that will become Lenders), each an “Assuming Lender”) in each case, reasonably acceptable to case with the Administrative Agent and acceptable to the Swingline Lender and each LC Issuing Bank, in their respective sole discretion, that agree to accept all or a portion approval of such additional Commitments (each a “Designated Lender”). (b) The Administrative Agent shall promptly notify the Designated Lenders of the Borrower’s request pursuant to subsection (a) above. Each Designated Lender shall notify the Administrative Agent by the date specified by the Administrative Agent (not to be unreasonably withheld), which notice shall specify the name of each Increasing Lender and/or Assuming Lender, as applicable, the amount of the Commitment Increase and the portion thereof being assumed by each such Increasing Lender or Assuming Lender, and the date on which such Commitment Increase is to be effective (the “Commitment Increase Date”) (which shall be a Business DayDay at least three Business Days after delivery of such notice and 30 days prior to the Maturity Date); provided that: (i) the minimum amount of the increase of the Commitment of any Increasing Lender, and the minimum amount of the Commitment of any Assuming Lender, as part of any Commitment Increase shall be in an amount that either is an integral multiple of $5,000,000 and not less than $1,000,000; (ii) immediately after giving effect to any Commitment Increase, the total Commitments hereunder shall not exceed $525,000,000; (iii) no Event of Default shall have occurred and be continuing on the relevant Commitment Increase Date or shall result from any Commitment Increase; (iv) the representations and warranties of the Borrower contained herein and in the other Loan Documents shall be true and correct in all material respects on and as of the relevant Commitment Increase 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 such representations and warranties shall have been true, correct and complete in all material respects on and as of such earlier date; and (v) in the case of any Assuming Lender that is not a Lender immediately prior to such Commitment Increase Date and is not listed on the NAIC Approved Bank List, such Assuming Lender and its Confirming Lender shall have entered into an agreement of the type contemplated in the definition of “Confirming Lender” in Section 1.1. Each Commitment Increase (and the increase of the Commitment of each Increasing Lender and/or the new Commitment of each Assuming Lender, as applicable, resulting therefrom) shall become effective as of the relevant Commitment Increase Date upon receipt by the Administrative Agent, at or prior to 9:00 a.m. (New York City time) on such Commitment Increase Date, of (A) a certificate of a duly authorized officer of the Borrower stating that the conditions with respect to such Designated Lender declines to accept its additional Commitments or Commitment Increase under this Section 2.9 have been satisfied and (B) such Designated Lender consents an agreement, in form and substance satisfactory to accept the offered Commitments. Any Designated Lender not responding on or prior to the date specified by the Administrative Agent shall be deemed to have declined to accept the offered Commitments. The Administrative Agent shall, after receiving the notifications from all of the Designated Lenders or following the date specified in the notice to such Designated Lenders, whichever is earlier, notify the Borrower and the Lenders Administrative Agent, pursuant to which, effective as of such Commitment Increase Date, the results thereof Commitment of each such Increasing Lender shall be increased or each such Assuming Lender, as applicable, shall undertake a Commitment, duly executed by such Increasing Lender or Assuming Lender, as the case may be, and the effective date of any additional Commitments. The effectiveness of such additional Commitments shall be subject to the condition precedent that the Borrower shall have delivered to and acknowledged by the Administrative Agent (i) the resolutions of the Borrower authorizing such additional Commitments and all Governmental Approvals (if any) required in connection Agent, together with such additional Commitments, certified evidence and other related documents as being in effect as of the effective date of such additional Commitments, (ii) a favorable opinion of counsel for the Borrower as to such matters as any Lender through the Administrative Agent may reasonably request and (iii) a certificate signed by a duly authorized officer of with respect to the Borrower, dated as of the effective date ’s authorization of such additional CommitmentsCommitment Increase and its obligation hereunder. Upon the Administrative Agent’s receipt of a fully executed agreement from each Increasing Lender and/or Assuming Lender referred to in clause (B) above, stating that all conditions precedent together with the certificate referred to an Extension of Credit have been satisfied on and as of such effective date. in clause (cA) Promptly following the effective date of any Commitment increase pursuant to this Section 2.07above, (i) the Administrative Agent shall distribute an amended Schedule I record the information contained in each such agreement in the Register and give prompt notice of the relevant Commitment Increase to this Agreement the Borrower and the Lenders (which shall thereafter be incorporated into this Agreement) to reflect any changes in Lendersincluding, the Commitments and if applicable, each Assuming Lender’s ). On each Commitment Percentage as of such effective date and (ii) Increase Date, the Borrower shall (i) prepay in full the outstanding Revolving Borrowings Loans (if any) held by the Lenders that were outstanding immediately prior to giving effect to the relevant Commitment Increase, (ii) if the Borrower shall have so requested in fullaccordance with this Agreement, and shall simultaneously make borrow new Revolving Borrowings hereunder in an amount equal to Loans from all Lenders (including, if applicable, any Assuming Lender) such prepayment, so that, after giving effect thereto, the Revolving Borrowings Loans are held ratably by the Lenders in accordance with their respective Commitments (after giving effect to such Commitment increase). Prepayments made under this clause Increase) and (ciii) shall not be subject pay to the notice requirements of Lenders the amounts, if any, payable under Section 2.14. (d) 2.6C. Notwithstanding any provision contained anything herein to the contrary, from and after the date of any no Lender shall be obligated to increase its Commitment increase and the making of any Loans on such date pursuant to clause (c)(ii) above, all calculations and payments of fees and of interest on the Loans shall take into account the actual Commitment of each Lender and the principal amount outstanding of each Loan made by such Lender during the relevant period of timehereunder.

Increase of the Commitments. (a) The Borrower may, from time to time, provided that no Default or Event of Default has occurred and is continuing, request by written notice to the Administrative Agent Agent, to increase the Commitments by in minimum increments of $10,000,000, up to a maximum increase aggregate amount for all such increases to occur after the Closing Date of up to $200,000,000250,000,000, by designating one or more Lenders or other financial institutions Eligible Assignees (that will become Lenders), in each case, reasonably acceptable to the Administrative Agent and acceptable to the Swingline Lender and each LC Issuing Bank, in their respective sole discretion, a “Designated Lender”) that agree to accept all or a portion of such additional Commitments (each the “Proposed Increased Commitment”), provided, that (x) if a “Designated Lender is not a Lender, such Designated Lender shall be reasonably acceptable to the Administrative Agent, and such Designated Lender”)’s Proposed Increased Commitment shall be at least $5,000,000; and (y) if Designated Lender is a Lender, and allocations of the Proposed Increased Commitment among Designated Lenders that are Lenders shall be based on the ratio of each existing Lender’s Proposed Increased Commitment, if any, to the aggregate of all Proposed Increased Commitments. The Borrower may elect to remove or replace any such designated Eligible Assignee at any time prior to the effective date of such increase, provided that any newly designated Eligible Assignee is reasonably acceptable to the Administrative Agent. (b) The Administrative Agent shall promptly notify the Designated Lenders of the Borrower’s request pursuant to subsection (a) aboveProposed Increased Commitment. Each Designated Lender shall notify the Administrative Agent by the date specified by the Administrative Agent (which date shall be a Business Day) that either (A) such Designated Lender declines to accept its additional Commitments or (B) such Designated Lender consents to accept the offered its additional Commitments. Any Designated Lender not responding on or prior to the date specified by the Administrative Agent shall be deemed not to have declined consented to accept the offered its additional Commitments. The Administrative Agent shall, after receiving the notifications from all of the Designated Lenders or following the date specified in the notice to such Designated Lenders, whichever is earlier, notify the Borrower and the Lenders of the results thereof and the effective date of any additional Commitments. The effectiveness of such additional Commitments shall be subject to the condition precedent that the Borrower shall have delivered to the Administrative Agent deliver (i) the resolutions of the Borrower authorizing such additional Commitments and all Governmental Approvals (if any) required in connection with such additional Commitments, certified as being in effect as of the effective date of such additional Commitments, (ii) a favorable opinion of counsel for the Borrower as to such matters as any Lender through the Administrative Agent may reasonably request and (iii) a certificate signed by a duly authorized officer of the BorrowerBorrower to the Administrative Agent, dated as of the effective date of such additional Commitments, stating that all conditions precedent to an Extension of Credit have been satisfied set forth in Section 3.02 are true and correct on and as of such effective datedate and (ii) a favorable opinion of counsel for the Borrower (which may be an attorney of American Electric Power Service Corporation), as to such matters as any Lender through the Administrative Agent may reasonably request. (c) Promptly following the effective date of any Commitment increase pursuant to this Section 2.07, (i) the Administrative Agent shall distribute an amended Schedule I II to this Agreement (which shall thereafter be incorporated into this Agreement) to reflect any changes in Lenders, the Commitments and each Lender’s Commitment Percentage as of such effective date and (ii) the Borrower shall prepay the outstanding Revolving Borrowings (if any) in full, and shall simultaneously make new Revolving Borrowings hereunder in an amount equal to such prepayment, so that, after giving effect thereto, the Revolving Borrowings are held ratably by the Lenders in accordance with their respective Commitments (after giving effect to such Commitment increase). Prepayments made under this clause (c) shall not be subject to the notice requirements of Section 2.14. (d) Notwithstanding any provision contained herein to the contrary, from and after the date of any Commitment increase and the making of any Loans Advances on such date pursuant to clause (c)(ii) above, all calculations and payments of fees and of interest on the Loans Advances shall take into account the actual Commitment of each Lender and the principal amount outstanding of each Loan Advance made by such Lender during the relevant period of time.

Increase of the Commitments. (a) The Borrower may, from time to time, request by written notice to the Administrative Agent to increase the Commitments by a maximum aggregate amount for all such increases of up to $200,000,000150,000,000, by designating one or more Lenders or other financial institutions (that will become Lenders), in each case, reasonably acceptable to the Administrative Agent and acceptable to the Swingline Lender and each LC Issuing Bank, in their respective sole discretion, that agree to accept all or a portion of such additional Commitments (each a “Designated Lender”). (b) The Administrative Agent shall promptly notify the Designated Lenders of the Borrower’s request pursuant to subsection (a) above. Each Designated Lender shall notify the Administrative Agent by the date specified by the Administrative Agent (which date shall be a Business Day) that either (A) such Designated Lender declines to accept its additional Commitments or (B) such Designated Lender consents to accept the offered Commitments. Any Designated Lender not responding on or prior to the date specified by the Administrative Agent shall be deemed to have declined to accept the offered Commitments. The Administrative Agent shall, after receiving the notifications from all of the Designated Lenders or following the date specified in the notice to such Designated Lenders, whichever is earlier, notify the Borrower and the Lenders of the results thereof and the effective date of any additional Commitments. The effectiveness of such additional Commitments shall be subject to the condition conditions precedent that (i) unless the Collateral Release has occurred, the Borrower shall have issued to the Administrative Agent General and Refunding Mortgage Bonds, in form and substance similar to the General and Refunding Mortgage Bond issued to the Administrative Agent on the Closing Date, in accordance with the terms of the General and Refunding Mortgage Indenture, in an aggregate principal amount equal to the difference between the principal amount of the Commitments (after giving effect to such increase and any prior increases or permanent reductions to the Commitments) and the outstanding principal amount of General and Refunding Mortgage Bonds previously issued to the Administrative Agent as collateral support for the Obligations; and (ii) the Borrower shall have delivered to the Administrative Agent (iA) the resolutions of the Borrower authorizing such additional Commitments (and, if applicable, such new issuance of General and Refunding Mortgage Bonds) and all Governmental Approvals (if any) required in connection with such additional CommitmentsCommitments (and, if applicable, such new issuance of General and Refunding Mortgage Bonds), certified as being in effect as of the effective date of such additional Commitments, (iiB) a favorable opinion of counsel for the Borrower as to such matters as any Lender through the Administrative Agent may reasonably request (including, if applicable, as to such new issuance of General and Refunding Mortgage Bonds) and (iiiC) a certificate signed by a duly authorized officer of the Borrower, dated as of the effective date of such additional Commitments, stating that all conditions precedent to an Extension of Credit have been satisfied on and as of such effective date. (c) Promptly following the effective date of any Commitment increase pursuant to this Section 2.07, (i) the Administrative Agent shall distribute an amended Schedule I to this Agreement (which shall thereafter be incorporated into this Agreement) to reflect any changes in Lenders, the Commitments and each Lender’s Commitment Percentage as of such effective date and (ii) the Borrower shall prepay the outstanding Revolving Borrowings (if any) in full, and shall simultaneously make new Revolving Borrowings hereunder in an amount equal to such prepayment, so that, after giving effect thereto, the Revolving Borrowings are held ratably by the Lenders in accordance with their respective Commitments (after giving effect to such Commitment increase). Prepayments made under this clause (c) shall not be subject to the notice requirements of Section 2.14. (d) Notwithstanding any provision contained herein to the contrary, from and after the date of any Commitment increase and the making of any Loans on such date pursuant to clause (c)(ii) above, all calculations and payments of fees and of interest on the Loans shall take into account the actual Commitment of each Lender and the principal amount outstanding of each Loan made by such Lender during the relevant period of time. The Loans made or Letters of Credit issued in respect of any Commitment increase pursuant to this Section 2.07 will rank pari passu in right of payment and security with the other Loans made and Letters of Credit issued hereunder and shall constitute and be part of the “Obligations” arising under this Agreement.

Increase of the Commitments. (a) The Borrower may, from time to time, request by written notice to the Administrative Agent to increase the Commitments by a maximum aggregate amount for all such increases of up to (i) $200,000,000150,000,000 prior to the SPPC Merger Modification Effective Date, and (ii) $250,000,000 on or after the SPPC Merger Modification Effective Date, in each case$300,000,000 by designating one or more Lenders or other financial institutions (that will become Lenders), in each case, reasonably acceptable to meeting the Administrative Agent and acceptable to requirements set forth in the Swingline Lender and each LC Issuing Bank, in their respective sole discretiondefinition of Eligible Assignee, that agree to accept all or a portion of such additional Commitments (each a “Designated Lender”). (b) The Administrative Agent shall promptly notify the Designated Lenders of the Borrower’s request pursuant to subsection (a) above. Each Designated Lender shall notify the Administrative Agent by the date specified by the Administrative Agent (which date shall be a Business Day) that either (A) such Designated Lender declines to accept its additional Commitments or (B) such Designated Lender consents to accept the offered Commitments. Any Designated Lender ▇▇▇▇▇▇ not responding on or prior to the date specified by the Administrative Agent shall be deemed to have declined to accept the offered Commitments. The Administrative Agent shall, after receiving the notifications from all of the Designated Lenders or following the date specified in the notice to such Designated Lenders, whichever is earlier, notify the Borrower and the Lenders of the results thereof and the effective date of any additional Commitments. The effectiveness of such additional Commitments shall be subject to the condition conditions precedent that that (i) unless the Collateral Release has occurred, the Borrower shall have issued to the Administrative Agent General and Refunding Mortgage Bonds, in form and substance similar to the General and Refunding Mortgage Bond issued to the Administrative Agent on the Closing Date, in accordance with the terms of the General and Refunding Mortgage Indenture, in an aggregate principal amount equal to the difference between the principal amount of the Commitments (after giving effect to such increase and any prior increases or permanent reductions to the Commitments) and the outstanding principal amount of General and Refunding Mortgage Bonds previously issued to the Administrative Agent as collateral support for the Obligations; and (ii) the Borrower shall have delivered to the Administrative Agent (iA) the resolutions of the Borrower authorizing such additional Commitments (and, if applicable, such new issuance of General and Refunding Mortgage Bonds) and all Governmental Approvals (if any) required in connection with such additional CommitmentsCommitments (and, if applicable, such new issuance of General and Refunding Mortgage Bonds), certified as being in effect as of the effective date of such additional Commitments, (iiB) a favorable opinion of counsel for the Borrower as to such matters as any Lender through the Administrative Agent may reasonably request (including, if applicable, as to such new issuance of General and Refunding Mortgage Bonds) and (iiiC) a certificate signed by a duly authorized officer of the Borrower, dated as of the effective date of such additional Commitments, stating that all conditions precedent to an Extension of Credit have been satisfied on and as of such effective date. (c) Promptly following the effective date of any Commitment increase pursuant to this Section 2.07, (i) the Administrative Agent shall distribute an amended Schedule I I(A) or Schedule I(B) to this Agreement Agreement, as applicable (which shall thereafter be incorporated into this Agreement) ), to reflect any changes in Lenders, the Commitments and each Lender’s Commitment Percentage as of such effective date and (ii) the Borrower shall prepay the outstanding Revolving Borrowings (if any) in full, and shall simultaneously make new Revolving Borrowings hereunder in an amount equal to such prepayment, so that, after giving effect thereto, the Revolving Borrowings are held ratably by the Lenders in accordance with their respective Commitments (after giving effect to such Commitment increase). Prepayments made under this clause (c) shall not be subject to the notice requirements of Section 2.14. (d) Notwithstanding any provision contained herein to the contrary, from and after the date of any Commitment increase and the making of any Loans on such date pursuant to clause (c)(ii) above, all calculations and payments of fees and of interest on the Loans shall take into account the actual Commitment of each Lender and the principal amount outstanding of each Loan made by such Lender during the relevant period of time. The Loans made or Letters of Credit issued in respect of any Commitment increase pursuant to this Section 2.07 will rank pari passu in right of payment and security with the other Loans made and Letters of Credit issued hereunder and shall constitute and be part of the “Obligations” arising under this Agreement.

Increase of the Commitments. (a) The Borrower may, from at any time to time, request by written notice to the Administrative Agent to Agent, propose an increase in the total Commitments hereunder (each such proposed increase being a “Commitment Increase”) either by having a maximum aggregate amount for all Lender increase its Commitment then in effect (each an “Increasing Lender”) or by adding as a Lender with a new Commitment hereunder a Person which is an Eligible Assignee at such increases of up to $200,000,000, by designating one or more Lenders or other financial institutions time (that will become Lenders), each an “Assuming Lender”) in each case, reasonably acceptable to case with the Administrative Agent and acceptable to the Swingline Lender and each LC Issuing Bank, in their respective sole discretion, that agree to accept all or a portion approval of such additional Commitments (each a “Designated Lender”). (b) The Administrative Agent shall promptly notify the Designated Lenders of the Borrower’s request pursuant to subsection (a) above. Each Designated Lender shall notify the Administrative Agent by the date specified by the Administrative Agent (not to be unreasonably withheld), which notice shall specify the name of each Increasing Lender and/or Assuming Lender, as applicable, the amount of the Commitment Increase and the portion thereof being assumed by each such Increasing Lender or Assuming Lender, and the date on which such Commitment Increase is to be effective (the “Commitment Increase Date”) (which shall be a Business DayDay at least three Business Days after delivery of such notice and 30 days prior to the Maturity Date); provided that: (i) the minimum amount of the increase of the Commitment of any Increasing Lender, and the minimum amount of the Commitment of any Assuming Lender, as part of any Commitment Increase shall be in an amount that either is an integral multiple of $5,000,000 and not less than $1,000,000; (ii) immediately after giving effect to any Commitment Increase, the total Commitments hereunder shall not exceed $575,000,000; (iii) no Event of Default shall have occurred and be continuing on the relevant Commitment Increase Date or shall result from any Commitment Increase; (iv) the representations and warranties of the Borrower contained herein and in the other Loan Documents shall be true and correct in all material respects on and as of the relevant Commitment Increase 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 such representations and warranties shall have been true, correct and complete in all material respects on and as of such earlier date; and (v) in the case of any Assuming Lender that is not a Lender immediately prior to such Commitment Increase Date and is not listed on the NAIC Qualified U.S. Financial Institutions List, such Assuming Lender and its Confirming Lender shall have entered into an agreement of the type contemplated in the definition of “Confirming Lender” in Section 1.1. Each Commitment Increase (and the increase of the Commitment of each Increasing Lender and/or the new Commitment of each Assuming Lender, as applicable, resulting therefrom) shall become effective as of the relevant Commitment Increase Date upon receipt by the Administrative Agent, at or prior to 9:00 a.m. (New York City time) on such Commitment Increase Date, of (A) a certificate of a duly authorized officer of the Borrower stating that the conditions with respect to such Designated Lender declines to accept its additional Commitments or Commitment Increase under this Section 2.9 have been satisfied and (B) such Designated Lender consents an agreement, in form and substance satisfactory to accept the offered Commitments. Any Designated Lender not responding on or prior to the date specified by the Administrative Agent shall be deemed to have declined to accept the offered Commitments. The Administrative Agent shall, after receiving the notifications from all of the Designated Lenders or following the date specified in the notice to such Designated Lenders, whichever is earlier, notify the Borrower and the Lenders Administrative Agent, pursuant to which, effective as of such Commitment Increase Date, the results thereof Commitment of each such Increasing Lender shall be increased or each such Assuming Lender, as applicable, shall undertake a Commitment, duly executed by such Increasing Lender or Assuming Lender, as the case may be, and the effective date of any additional Commitments. The effectiveness of such additional Commitments shall be subject to the condition precedent that the Borrower shall have delivered to and acknowledged by the Administrative Agent (i) the resolutions of the Borrower authorizing such additional Commitments and all Governmental Approvals (if any) required in connection Agent, together with such additional Commitments, certified evidence and other related documents as being in effect as of the effective date of such additional Commitments, (ii) a favorable opinion of counsel for the Borrower as to such matters as any Lender through the Administrative Agent may reasonably request and (iii) a certificate signed by a duly authorized officer of with respect to the Borrower, dated as of the effective date ’s authorization of such additional CommitmentsCommitment Increase and its obligation hereunder. Upon the Administrative Agent’s receipt of a fully executed agreement from each Increasing Lender and/or Assuming Lender referred to in clause (B) above, stating that all conditions precedent together with the certificate referred to an Extension of Credit have been satisfied on and as of such effective date. in clause (cA) Promptly following the effective date of any Commitment increase pursuant to this Section 2.07above, (i) the Administrative Agent shall distribute an amended Schedule I record the information contained in each such agreement in the Register and give prompt notice of the relevant Commitment Increase to this Agreement the Borrower and the Lenders (which shall thereafter be incorporated into this Agreement) to reflect any changes in Lendersincluding, the Commitments and if applicable, each Assuming Lender’s ). On each Commitment Percentage as of such effective date and (ii) Increase Date, the Borrower shall (i) prepay in full the outstanding Revolving Borrowings Loans (if any) held by the Lenders that were outstanding immediately prior to giving effect to the relevant Commitment Increase, (ii) if the Borrower shall have so requested in fullaccordance with this Agreement, and shall simultaneously make borrow new Revolving Borrowings hereunder in an amount equal to Loans from all Lenders (including, if applicable, any Assuming Lender) such prepayment, so that, after giving effect thereto, the Revolving Borrowings Loans are held ratably by the Lenders in accordance with their respective Commitments (after giving effect to such Commitment increase). Prepayments made under this clause Increase) and (ciii) shall not be subject pay to the notice requirements of Lenders the amounts, if any, payable under Section 2.14. (d) 2.6D. Notwithstanding any provision contained anything herein to the contrary, from and after the date of any no Lender shall be obligated to increase its Commitment increase and the making of any Loans on such date pursuant to clause (c)(ii) above, all calculations and payments of fees and of interest on the Loans shall take into account the actual Commitment of each Lender and the principal amount outstanding of each Loan made by such Lender during the relevant period of timehereunder.

Increase of the Commitments. (a) The Borrower may, from time to time, request by written notice to the Administrative Agent to increase the Commitments by a maximum aggregate amount for all such increases of up to $200,000,000100,000,000, by designating one or more Lenders or other financial institutions (that will become Lenders), in each case, reasonably acceptable to the Administrative Agent and acceptable to the Swingline Lender and each LC Issuing Bank, in their respective sole discretion, that agree to accept all or a portion of such additional Commitments (each a “Designated Lender”). (b) The Administrative Agent shall promptly notify the Designated Lenders of the Borrower’s request pursuant to subsection (a) above. Each Designated Lender shall notify the Administrative Agent by the date specified by the Administrative Agent (which date shall be a Business Day) that either (A) such Designated Lender declines to accept its additional Commitments or (B) such Designated Lender consents to accept the offered Commitments. Any Designated Lender not responding on or prior to the date specified by the Administrative Agent shall be deemed to have declined to accept the offered Commitments. The Administrative Agent shall, after receiving the notifications from all of the Designated Lenders or following the date specified in the notice to such Designated Lenders, whichever is earlier, notify the Borrower and the Lenders of the results thereof and the effective date of any additional Commitments. The effectiveness of such additional Commitments shall be subject to the condition conditions precedent that (i) unless the Collateral Release has occurred, the Borrower shall have issued to the Administrative Agent General and Refunding Mortgage Bonds, in form and substance similar to the General and Refunding Mortgage Bond issued to the Administrative Agent on the Closing Date, in accordance with the terms of the General and Refunding Mortgage Indenture, in an aggregate principal amount equal to the difference between the principal amount of the Commitments (after giving effect to such increase and any prior increases or permanent reductions to the Commitments) and the outstanding principal amount of General and Refunding Mortgage Bonds previously issued to the Administrative Agent as collateral support for the Obligations; and (ii) the Borrower shall have delivered to the Administrative Agent (iA) the resolutions of the Borrower authorizing such additional Commitments (and, if applicable, such new issuance of General and Refunding Mortgage Bonds) and all Governmental Approvals (if any) required in connection with such additional CommitmentsCommitments (and, if applicable, such new issuance of General and Refunding Mortgage Bonds), certified as being in effect as of the effective date of such additional Commitments, (iiB) a favorable opinion of counsel for the Borrower as to such matters as any Lender through the Administrative Agent may reasonably request (including, if applicable, as to such new issuance of General and Refunding Mortgage Bonds) and (iiiC) a certificate signed by a duly authorized officer of the Borrower, dated as of the effective date of such additional Commitments, stating that all conditions precedent to an Extension of Credit have been satisfied on and as of such effective date. (c) Promptly following the effective date of any Commitment increase pursuant to this Section 2.07, (i) the Administrative Agent shall distribute an amended Schedule I to this Agreement (which shall thereafter be incorporated into this Agreement) to reflect any changes in Lenders, the Commitments and each Lender’s Commitment Percentage as of such effective date and (ii) the Borrower shall prepay the outstanding Revolving Borrowings (if any) in full, and shall simultaneously make new Revolving Borrowings hereunder in an amount equal to such prepayment, so that, after giving effect thereto, the Revolving Borrowings are held ratably by the Lenders in accordance with their respective Commitments (after giving effect to such Commitment increase). Prepayments made under this clause (c) shall not be subject to the notice requirements of Section 2.14. (d) Notwithstanding any provision contained herein to the contrary, from and after the date of any Commitment increase and the making of any Loans on such date pursuant to clause (c)(ii) above, all calculations and payments of fees and of interest on the Loans shall take into account the actual Commitment of each Lender and the principal amount outstanding of each Loan made by such Lender during the relevant period of time. The Loans made or Letters of Credit issued in respect of any Commitment increase pursuant to this Section 2.07 will rank pari passu in right of payment and security with the other Loans made and Letters of Credit issued hereunder and shall constitute and be part of the “Obligations” arising under this Agreement.

Increase of the Commitments. The Commitment of each Bank and the Total Commitment shall be as set forth on Schedule 1 attached hereto; provided, however, at any time from the Closing Date through and including the third anniversary of the Closing Date, so long as no Default or Event of Default has occurred and is continuing, the Borrower shall be permitted, by a written request in the form of Exhibit C hereto (athe "Commitment Increase Request"), to request that the Total Commitment be increased by $25,000,000 (the "Revolver Increase") and each Bank's Commitment be increased by its pro rata share of the Revolver Increase. Any such increase in any Bank's Commitment shall be in such Bank's sole and absolute discretion. The Commitment Increase Request, if any, for the Revolver Increase shall be given by the Borrower may, from time to time, request by written notice to the Administrative Agent to increase and the Commitments by a maximum aggregate amount for all such increases of up to $200,000,000, by designating one or more Lenders or other financial institutions Banks not less than twenty (that will become Lenders), in each case, reasonably acceptable 20) Business Days prior to the Administrative Agent and acceptable to date the Swingline Lender and each LC Issuing BankBorrower requests that such Revolver Increase take effect (the "Revolver Increase Date"). Except as expressly provided in this (S)2.1.2, in their respective sole discretion, that agree to accept all or a portion of such additional Commitments (each a “Designated Lender”). (b) The Administrative Agent shall promptly notify the Designated Lenders no increase of the Borrower’s request Total Commitment pursuant to subsection this (a) above. Each Designated Lender S)2.1.2 shall notify the Administrative Agent be effective unless such request has been approved in writing by the date specified by the Administrative Agent (which date Majority Banks, and no increase in any Bank's Commitment shall be a Business Day) that either (A) effective unless such Designated Lender declines to accept its additional Commitments or (B) request has been approved in writing by such Designated Lender consents to accept the offered CommitmentsBank. Any Designated Lender not responding If on or prior to five (5) Business Days prior to the date specified by Revolver Increase Date the Administrative Agent Majority Banks fail to consent to the Revolver Increase, the Total Commitment and each Bank's Commitment shall be deemed remain as set forth on Schedule 1 as of the Closing Date. If on or prior to have declined ten (10) Business Days prior to accept the offered Commitments. The Administrative Agent shall, after receiving Revolver Increase Date the notifications from Majority Banks consent to the Revolver Increase and all of the Designated Lenders Banks consent to the pro rata increase in each such Bank's Commitment, the Total Commitment and each Bank's Commitment shall be automatically increased on the Revolver Increase Date, and the Schedule 1 attached hereto shall be amended by deleting such Schedule 1 in its entirety and substituting in place thereof a new Schedule 1 setting forth the revised Total Commitment and Commitments of each Bank. If on or following prior to ten (10) Business Days prior to the date specified Revolver Increase Date the Majority Banks consent to the Revolver Increase but any Bank does not consent to an increase in its Commitment, or elects to increase its Commitment by an amount which is less than such Bank's pro rata share of the Revolver Increase, the Agent shall provide notice of such decision to such Designated Lenders, whichever is earlier, notify the Borrower and the Lenders other Banks, and any Bank which has already consented to increase its Commitment by its pro rata share of the results thereof and the effective date of any additional Commitments. The effectiveness of such additional Commitments Revolver Increase shall be subject permitted to the condition precedent that the Borrower shall have delivered to the Administrative Agent (i) the resolutions of the Borrower authorizing such additional Commitments and all Governmental Approvals (if any) required in connection with such additional Commitments, certified as being in effect as of the effective date of such additional Commitments, (ii) a favorable opinion of counsel for the Borrower as to such matters as any Lender through the Administrative Agent may reasonably request and (iii) a certificate signed increase its Commitment by a duly authorized officer of the Borrower, dated as of the effective date of such additional Commitments, stating that all conditions precedent to an Extension of Credit have been satisfied on and as of such effective date. (c) Promptly following the effective date of any Commitment increase pursuant to this Section 2.07, (i) the Administrative Agent shall distribute an amended Schedule I to this Agreement (which shall thereafter be incorporated into this Agreement) to reflect any changes in Lenders, the Commitments and each Lender’s Commitment Percentage as of such effective date and (ii) the Borrower shall prepay the outstanding Revolving Borrowings (if any) in full, and shall simultaneously make new Revolving Borrowings hereunder in an amount equal to such prepaymentthe Unfunded Portion, so thatprovided, after giving effect theretohowever, in the Revolving Borrowings are held ratably event the amount by the Lenders in accordance with which Banks requesting to increase their respective Commitments exceed the amount of the Unfunded Portion, the Agent shall allocate the Unfunded Portion among the Banks requesting an increase in their respective Commitments on a pro rata basis. In the event an Unfunded Portion still exists after all the Banks have had the opportunity to increase their respective Commitments, the Borrower shall be permitted to request that another lending institution (after giving effect which shall be an Eligible Assignee) be permitted to such become a Bank hereunder with a Commitment increase). Prepayments made under this clause (c) of not more than the Unfunded Portion, which lender shall not be subject to become a party hereto with all the notice requirements rights and obligations of Section 2.14. (d) Notwithstanding any provision contained herein to a Bank upon the contrary, from and after approval of the date of any Commitment increase Agent and the making of any Loans Majority Banks, such approval not to be unreasonably withheld. On the Revolver Increase Date the Total Commitment shall be increased in an amount which equals the Revolver Increase less the Unfunded Portion remaining on such date pursuant to clause (c)(ii) abovedate, all calculations if any, and payments of fees Schedule 1 attached hereto shall be amended by deleting such Schedule 1 in its entirety and of interest on substituting in place thereof a new Schedule 1 setting forth the Loans shall take into account revised Total Commitment, the actual Commitment of each Lender Bank and the principal amount outstanding Commitment Percentage of each Loan made by such Lender during Bank. Prior to the relevant period of timeRevolver Increase Date, the Borrower shall execute and deliver to the Agent all supplemental agreements, certificates and documents as the Agent and the Banks shall reasonably request (including without limitation, replacement Revolving Credit Notes) to give effect to the foregoing provision.

Increase of the Commitments. (a) The Borrower may, from time to time, request by written notice On any date on or prior to the Maturity Date and with the consent of the Administrative Agent Agent, Swingline Lender and each LC Bank (such consent not to be unreasonably withheld or delayed), the Borrower may increase the Commitments by a maximum aggregate amount for all such increases of the commitments by an amount not less than $5,000,000 and up to an amount not more than the sum of the aggregate amount of the commitments on the date hereof plus $200,000,000100,000,000 (any such increase, a “Commitment Increase”) by designating one or more of the existing Lenders or other financial institutions one or more Affiliates thereof (that will become Lenders)each of which, in each caseits sole discretion, may determine whether and to what degree to participate in such Commitment Increase) or one or more other Eligible Assignees reasonably acceptable to the Administrative Agent and acceptable to Agent, the Swingline Lender and each LC Issuing Bank, that at the time agree, in their respective sole discretionthe case of any such Eligible Assignee that is an existing Lender, that agree to accept all or increase its commitment (an “Increasing Lender”) and, in the case of any other Eligible Assignee (including an Affiliate of a portion of such additional Commitments Lender) (each a an “Designated Additional Lender”), to become a party to the Credit Documents. The sum of the increases in the Commitments of the Increasing Lenders plus the Commitments of the Additional Lenders upon giving effect to the Commitment Increase shall not exceed the amount of the Commitment Increase. The Borrower shall provide prompt notice of any proposed Commitment Increase to the Administrative Agent, which shall promptly provide a copy of such notice to the Lenders. (b) The Administrative Agent Any Commitment Increase shall promptly notify become effective upon (i) the Designated Lenders of the Borrower’s request pursuant to subsection (a) above. Each Designated Lender shall notify the Administrative Agent by the date specified receipt by the Administrative Agent (which date shall be a Business Day) that either (A) such Designated Lender declines to accept its additional Commitments or (B) such Designated Lender consents to accept the offered Commitments. Any Designated Lender not responding on or prior of an agreement in form and substance reasonably satisfactory to the date specified Administrative Agent signed by the Borrower, each Increasing Lender and each Additional Lender, setting forth the new Commitment of each such Lender and setting forth the agreement of each Additional Lender to become a party to the Credit Documents and to be bound by all the terms and provisions thereof and (ii) receipt by the Administrative Agent of a certificate (the statements contained in which shall be deemed to have declined to accept the offered Commitments. The Administrative Agent shall, after receiving the notifications from all true) of the Designated Lenders or following the date specified in the notice to such Designated Lenders, whichever is earlier, notify the Borrower and the Lenders of the results thereof and the effective date of any additional Commitments. The effectiveness of such additional Commitments shall be subject to the condition precedent that the Borrower shall have delivered to the Administrative Agent (i) the resolutions of the Borrower authorizing such additional Commitments and all Governmental Approvals (if any) required in connection with such additional Commitments, certified as being in effect as of the effective date of such additional Commitments, (ii) a favorable opinion of counsel for the Borrower as to such matters as any Lender through the Administrative Agent may reasonably request and (iii) a certificate signed by a duly authorized officer of the Borrower, dated Borrower stating that both before and after giving effect to such Commitment Increase (A) no Event of Default has occurred and is continuing and (B) all representations and warranties made by such Borrower in Section 4.01 (other than those set forth in the last sentence of subsection (f) and in subsection (m) thereof) are correct on and as of the effective date of such additional CommitmentsCommitment Increase, stating that all conditions precedent before and after giving effect to an Extension of Credit have been satisfied such Commitment Increase, as though made on and as of such effective date. (c) Promptly following the effective date of any Commitment increase Increase pursuant to this Section 2.072.11, (i) the Administrative Agent shall distribute an amended Schedule I (and Schedule V, if applicable) to this Agreement (which shall thereafter be incorporated into this Agreement) to reflect any changes in Lenders, the Commitments and each Lender’s Commitment Percentage as of such effective date and (ii) the Borrower shall prepay the outstanding Revolving Borrowings (if any) in full, and shall simultaneously make new Revolving Borrowings hereunder in an amount equal to such prepayment, so that, after giving effect thereto, the Revolving Borrowings are held ratably by the Lenders in accordance with their respective Commitments (after giving effect to such Commitment increaseIncrease). Prepayments made under this clause (c) shall be subject to the reimbursement requirements of Section 8.06(b), but shall not be subject to the notice requirements of Section 2.142.12. (d) Notwithstanding any provision contained herein to the contrary, from From and after the date of any Commitment increase and the making of any Loans on such date pursuant to clause (c)(ii) aboveIncrease, all calculations and payments of fees the facility fees, LC Fees and of interest on the Loans Advances shall take into account the actual Commitment commitment of each Lender and the principal amount outstanding of each Loan Advance made by such Lender during the relevant period of time.

Increase of the Commitments. Section 2.21(a) of the Credit Agreement shall be amended to read as follows: (a) The Subject to Section 2.21(b) below, the amount of the Aggregate Facility LC Commitment may be increased up to an amount (immediately after giving effect to such increase) not to exceed the difference of (x) $1,250,000,000 minus (y) the aggregate amount of all outstanding Supplemental Credit Facilities permitted by Section 6.11(p), at the request of the Borrower may, from time to time, request by written notice to time as follows: (i) the Administrative Agent to increase the Commitments by a maximum aggregate amount for all such increases of up to $200,000,000, by designating Borrower shall designate one or more Lenders or other financial institutions (that will become Lenders), in each case, reasonably acceptable to the Administrative Agent and acceptable (which acceptance will not be unreasonably withheld), to assume Facility LC Commitments in an aggregate amount equal to the Swingline Lender amount of such increase and each LC Issuing Bank(ii) on the date that such increase becomes effective, Revolving Credit Loans shall be repaid and/or borrowed to the extent necessary such that they shall be held by the Lenders ratably in proportion to their respective sole discretion, that agree Pro Rata Shares (determined after giving effect to accept all or such designations). In the event of the designation by the Borrower of a portion financial institution pursuant to clause (i) of such additional Commitments the preceding sentence (each a financial institution being so designated being referred to herein as an “Designated Assuming Lender”). (b) The Administrative Agent shall promptly notify , and subject to the Designated Lenders of the Borrower’s request pursuant execution and delivery to subsection (a) above. Each Designated Lender shall notify the Administrative Agent by the date specified by the Administrative Agent (which date shall be a Business Day) that either (A) such Designated Lender declines to accept its additional Commitments or (B) such Designated Lender consents to accept the offered Commitments. Any Designated Lender not responding on or prior to the date specified by the Administrative Agent shall be deemed to have declined to accept the offered Commitments. The Administrative Agent shall, after receiving the notifications from all of the Designated Lenders or following the date specified in the notice to such Designated Lenders, whichever is earlier, notify the Borrower and the Lenders such Assuming Lender of the results thereof and the effective date of any additional Commitments. The effectiveness of such additional Commitments shall be subject to the condition precedent that the Borrower shall have delivered documentation satisfactory to the Administrative Agent in its reasonable discretion to effect such designation: (ix) such Assuming Lender shall become (or, if such Assuming Lender was theretofore a Lender shall continue as) a Lender having a Facility LC Commitment equal to the amount of such increase allocated to such Assuming Lender in such designation (plus, if such Assuming Lender was theretofore a Lender, the amount of the Facility LC Commitment held by such Assuming Lender immediately prior to such designation) and (y) the resolutions of the Borrower authorizing such additional Commitments and all Governmental Approvals (if any) required participations in connection with such additional Commitments, certified as being in effect as of the effective date of such additional Commitments, (ii) a favorable opinion of counsel for the Borrower as to such matters as any Lender through the Administrative Agent may reasonably request and (iii) a certificate signed by a duly authorized officer of the Borrower, dated as of the effective date of such additional Commitments, stating that all conditions precedent to an Extension outstanding Letters of Credit have been satisfied on and as Reimbursement Obligations shall thereupon automatically and without further action be re-allocated all to the extent necessary such that the participations in such Letters of such effective date. (c) Promptly following the effective date of any Commitment increase pursuant to this Section 2.07, (i) the Administrative Agent Credit and Reimbursement Obligations shall distribute an amended Schedule I to this Agreement (which shall thereafter be incorporated into this Agreement) to reflect any changes in Lenders, the Commitments and each Lender’s Commitment Percentage as of such effective date and (ii) the Borrower shall prepay the outstanding Revolving Borrowings (if any) in full, and shall simultaneously make new Revolving Borrowings hereunder in an amount equal to such prepayment, so that, after giving effect thereto, the Revolving Borrowings are held ratably by the Lenders ratably in accordance with proportion to their respective Commitments Pro Rata Shares (determined after giving effect to such Commitment increasedesignations). Prepayments made under this clause (c) In no event shall not any Lender be subject required to the notice requirements of Section 2.14become an Assuming Lender. (d) Notwithstanding any provision contained herein to the contrary, from and after the date of any Commitment increase and the making of any Loans on such date pursuant to clause (c)(ii) above, all calculations and payments of fees and of interest on the Loans shall take into account the actual Commitment of each Lender and the principal amount outstanding of each Loan made by such Lender during the relevant period of time.”

Increase of the Commitments. (a) The After the Closing Date, the Borrower maymay on one or more occasions, from time to time, request by written notice to the Administrative Agent to increase and executed by the Commitments by a maximum aggregate amount for all such increases of up to $200,000,000, by designating Borrower and one or more Lenders or other financial institutions (that will become Lenders), any such financial institution referred to in each case, reasonably acceptable to the Administrative Agent and acceptable to the Swingline Lender and each LC Issuing Bank, in their respective sole discretion, that agree to accept all or a portion of such additional Commitments this paragraph (each a) being called a “Designated Lender”). (b) The Administrative Agent shall promptly notify , which may include, in the Borrower’s sole discretion, any Lender, cause new Commitments to be extended by the Designated Lenders (or cause the Commitments of the Borrower’s request Designated Lenders to be increased, as the case may be); provided that (i) at no time shall the aggregate amount of all extensions of new Commitments and increases in existing Commitments effected pursuant to subsection this paragraph (a) above. Each exceed $500,000,000, (ii) each such requested increase shall be in a minimum principal amount of $50,000,000, (iii) each Designated Lender shall notify the Administrative Agent by the date specified by the Administrative Agent (which date shall be a Business Day) that either (A) such Designated Lender declines be subject to accept its additional Commitments the approval of the Administrative Agent, each LC Issuing Bank and each Swingline Bank (which approval shall not be unreasonably withheld or delayed) and (B) if not an existing Lender, execute all such Designated Lender consents to accept the offered Commitments. Any Designated Lender not responding on or prior to the date specified by documentation as the Administrative Agent shall reasonably specify to evidence the Commitment or Commitments of such Designated Lender and/or its status as a Lender hereunder, (iv) immediately prior to and immediately after giving effect to such proposed increase, no Default or Event of Default shall have occurred and be deemed continuing, and (v) the Borrower shall have delivered the documents and certificates required by clauses (1) – (3) below. Extensions of new Commitments and increases in existing Commitments pursuant to have declined to accept the offered Commitments. The Administrative Agent shall, after receiving the notifications from all of the Designated Lenders or following this paragraph (a) shall become effective on the date specified in the applicable notice to such Designated Lenders, whichever is earlier, notify delivered by the Borrower and the Lenders of the results thereof and the effective date of any additional CommitmentsBorrower. The effectiveness of such additional Commitments shall be subject to the condition precedent that the Borrower shall have delivered to the Administrative Agent deliver (i) the resolutions of the Borrower authorizing such additional Commitments and all Governmental Approvals (if any) required in connection with such additional Commitments, certified as being in effect as of the effective date of such additional Commitments, (ii) a favorable opinion of counsel for the Borrower as to such matters as any Lender through the Administrative Agent may reasonably request and (iii1) a certificate signed by a duly authorized officer of the BorrowerBorrower to the Administrative Agent, dated as of the effective date of such additional Commitments, stating that all conditions precedent representations and warranties of the Borrower set forth in Article IV (other than the representations and warranties set forth in Sections 4.04 and 4.05(b)) (with all references in such Article to an Extension a Borrowing or Swingline Borrowing being deemed to be references to the increase of Credit have been satisfied the Commitments) are true in all material respects as if made on and as of such effective date (other than with respect to any representation and warranty that expressly relates to an earlier date, in which case such representation and warranty shall be true in all material respects as of such earlier date, and except for any representation and warranty that is qualified by materiality or reference to Material Adverse Change, in which case such representation and warranty shall be true in all respects as of such earlier date), (2) evidence of appropriate corporate authorization on the part of the Borrower with respect to the increase in the Commitments and (3) if requested by a Designated ▇▇▇▇▇▇, such opinions of counsel for the Borrower with respect to the increase in the Commitments as the Administrative Agent may reasonably request. Any Lender or any other financial institution offered or approached to provide all or a portion of any increase in the Commitment pursuant to this paragraph (a) may elect or decline, in its sole discretion, to provide such Commitment. (b) The Outstanding Credits will be reallocated on the effective date of such increase among the Lenders in accordance with their revised Pro Rata Shares (and, with respect to any outstanding Loans, the Lenders agree to make all payments and adjustments necessary to effect the reallocation and the Borrower shall pay any and all costs required pursuant to Section 2.13 in connection with such reallocation as if such reallocation were a repayment). Prepayments made under this paragraph (b) shall not be subject to the notice or minimum amount requirements of Section 2.12. (c) Promptly following the effective date of any Commitment increase pursuant to this Section 2.072.05, (i) the Administrative Agent shall distribute an amended Schedule I to this Agreement (which shall thereafter be incorporated into this Agreement) to reflect any changes in Lenders, the Commitments and each Lender’s Commitment Pro Rata Percentage as of such effective date and (ii) the Borrower shall prepay the outstanding Revolving Borrowings (if any) in full, and shall simultaneously make new Revolving Borrowings hereunder in an amount equal to such prepayment, so that, after giving effect thereto, the Revolving Borrowings are held ratably by the Lenders in accordance with their respective Commitments (after giving effect to such Commitment increase). Prepayments made under this clause (c) shall not be subject to the notice requirements of Section 2.14date. (d) Notwithstanding any provision contained herein to the contrary, from and after the date of any Commitment increase and the making of any Loans on such date pursuant to clause (c)(ii) above, all calculations and payments of fees and of interest on the Loans shall take into account the actual Commitment of each Lender and the principal amount outstanding of each Loan made by such Lender during the relevant period of time.

Increase of the Commitments. (a) The Borrower may, from time to time, provided that no Default or Event of Default has occurred and is continuing, request by written notice to the Administrative Agent Agent, to increase the Commitments by in minimum increments of $10,000,000, up to a maximum aggregate amount (for all such increases Commitments) of up to $200,000,000500,000,000, by designating one or more Lenders or other financial institutions Eligible Assignees (that will become Lenders), in each case, reasonably acceptable to the Administrative Agent and acceptable to the Swingline Lender and each LC Issuing Bank, in their respective sole discretion, a “Designated Lender”) that agree to accept all or a portion of such additional Commitments (each a the “Designated LenderProposed Increased Commitment”), provided, that (i) such notice shall be delivered in writing to the Administrative Agent not earlier than 60 days prior to, nor later than 30 days prior to the proposed effective date of such Commitment increase; (ii) each Designated Lender shall be reasonably acceptable to the Administrative Agent, the Swingline Lender and each LC Bank to the extent required for assignments under Section 8.04(b); (iii) allocations of the Proposed Increased Commitment among Designated Lenders shall be determined by the Administrative Agent and the Borrower and (iv) the aggregate of all Proposed Increased Commitments shall not exceed the amount of the requested Commitment increase. (b) The Administrative Agent shall promptly notify the Designated Lenders of the Borrower’s request pursuant to subsection (a) aboveproposed Commitment increase. Each Designated Lender shall notify the Administrative Agent by the date specified by the Administrative Agent (which date shall be a Business Day) that either (A) such Designated Lender declines to accept its additional Commitments or (B) such Designated Lender consents to accept the offered its additional Commitments. Any Designated Lender not responding on or prior to the date specified by the Administrative Agent shall be deemed not to have declined consented to accept the offered its additional Commitments. The Administrative Agent shall, after receiving the notifications from all of the Designated Lenders or following the date specified in the notice to such Designated Lenders, whichever is earlier, notify the Borrower and the Lenders of the results thereof and the effective date of any additional Commitments. The effectiveness of such additional Commitments shall be subject to the condition precedent that the Borrower shall have delivered to the Administrative Agent (i) the resolutions of the Borrower authorizing such additional Commitments and all Governmental Approvals (if any) required in connection with such additional Commitments, certified as being in effect as of the effective date of such additional Commitments, (ii) a favorable opinion of counsel for the Borrower as to such matters as any Lender through the Administrative Agent may reasonably request and (iii) deliver a certificate signed by a duly authorized officer of the BorrowerBorrower to the Administrative Agent, dated as of the effective date of such additional Commitments, stating that all conditions precedent to an Extension of Credit have been satisfied set forth in Section 3.02 are true and correct on and as of such effective date. (c) Promptly following the effective date of any Commitment increase pursuant to this Section 2.072.11, (i) the Administrative Agent shall distribute an amended Schedule I to this Agreement (which shall thereafter be incorporated into this Agreement) to reflect any changes in Lenders, the Commitments and each Lender’s Commitment Percentage as of such effective date and (ii) the Borrower shall prepay the outstanding Revolving Borrowings (if any) in full, and shall simultaneously make new Revolving Borrowings hereunder in an amount equal to such prepayment, so that, after giving effect thereto, the Revolving Borrowings are held ratably by the Lenders in accordance with their respective Commitments (after giving effect to such Commitment increase). Prepayments made under this clause (c) shall be subject to the reimbursement requirements of Section 8.05(b), but shall not be subject to the notice requirements of Section 2.14. (d) Notwithstanding any provision contained herein to the contrary, from and after the date of any Commitment increase and the making of any Loans Advances on such date pursuant to clause (c)(ii) above, all calculations and payments of fees and of interest on the Loans Advances shall take into account the actual Commitment of each Lender and the principal amount outstanding of each Loan Advance made by such Lender during the relevant period of time.

Increase of the Commitments. (a) The Borrower may, from time to time, provided that no Default or Event of Default has occurred and is continuing, request by written notice to the Administrative Agent Agent, to increase the Commitments by in minimum increments of $10,000,000, up to a maximum increase aggregate amount for all such increases to occur after the Restatement Effective Date of up to $200,000,0001,000,000,000, by designating one or more Lenders or other financial institutions Eligible Assignees (that will become Lenders), in each case, reasonably acceptable to the Administrative Agent and acceptable to the Swingline Lender and each LC Issuing Bank, in their respective sole discretion, a “Designated Lender”) that agree to accept all or a portion of such additional Commitments (the “Proposed Increased Commitment”), provided, that (x) if a Designated Lender is not a Lender, such Designated Lender shall be reasonably acceptable to the Administrative Agent and each a “LC Issuing Bank and the Swingline Lender, and such Designated Lender”)’s Proposed Increased Commitment shall be at least $5,000,000; and (y) if Designated Lender is a Lender, such Designated Lender shall be reasonably acceptable to each LC Issuing Bank and the Swingline Lender, and allocations of the Proposed Increased Commitment among Designated Lenders that are Lenders shall be based on the ratio of each existing Lender’s Proposed Increased Commitment, if any, to the aggregate of all Proposed Increased Commitments. The Borrower may elect to remove or replace any such designated Eligible Assignee at any time prior to the effective date of such increase, provided that any newly designated Eligible Assignee is reasonably acceptable to the Administrative Agent and each LC Issuing Bank and the Swingline Lender. (b) The Administrative Agent shall promptly notify the Designated Lenders of the Borrower’s request pursuant to subsection (a) aboveProposed Increased Commitment. Each Designated Lender shall notify the Administrative Agent by the date specified by the Administrative Agent (which date shall be a Business Day) that either (A) such Designated Lender declines to accept its additional Commitments or (B) such Designated Lender consents to accept the offered its additional Commitments. Any Designated Lender not responding on or prior to the date specified by the Administrative Agent shall be deemed not to have declined consented to accept the offered its additional Commitments. The Administrative Agent shall, after receiving the notifications from all of the Designated Lenders or following the date specified in the notice to such Designated Lenders, whichever is earlier, notify the Borrower and the Lenders of the results thereof and the effective date of any additional Commitments. The effectiveness of such additional Commitments shall be subject to the condition precedent that the Borrower shall have delivered to the Administrative Agent deliver (i) the resolutions of the Borrower authorizing such additional Commitments and all Governmental Approvals (if any) required in connection with such additional Commitments, certified as being in effect as of the effective date of such additional Commitments, (ii) a favorable opinion of counsel for the Borrower as to such matters as any Lender through the Administrative Agent may reasonably request and (iii) a certificate signed by a duly authorized officer of the BorrowerBorrower to the Administrative Agent, dated as of the effective date of such additional Commitments, stating that all conditions precedent to an Extension of Credit have been satisfied set forth in Section 3.02 are true and correct on and as of such effective datedate and (ii) a favorable opinion of counsel for the Borrower (which may be an attorney of American Electric Power Service Corporation), as to such matters as any Lender through the Administrative Agent may reasonably request. (c) Promptly following the effective date of any Commitment increase pursuant to this Section 2.07, (i) the Administrative Agent shall distribute an amended Schedule I II to this Agreement (which shall thereafter be incorporated into this Agreement) to reflect any changes in Lenders, the Commitments and each Lender’s Commitment Percentage as of such effective date and (ii) the Borrower shall prepay the outstanding Revolving Borrowings (if any) in full, and shall simultaneously make new Revolving Borrowings hereunder in an amount equal to such prepayment, so that, after giving effect thereto, the Revolving Borrowings are held ratably by the Lenders in accordance with their respective Commitments (after giving effect to such Commitment increase). Prepayments made under this clause (c) shall not be subject to the notice requirements of Section 2.14. (d) Notwithstanding any provision contained herein to the contrary, from and after the date of any Commitment increase and the making of any Loans Advances on such date pursuant to clause (c)(ii) above, all calculations and payments of fees and of interest on the Loans Advances shall take into account the actual Commitment of each Lender and the principal amount outstanding of each Loan Advance made by such Lender during the relevant period of time.

Increase of the Commitments. (a) The Borrower may, from at any time to time, request by written notice to the Administrative Agent to Agent, effect an increase in the total Commitments hereunder (each such proposed increase being a “Commitment Increase”) either by having a maximum aggregate amount for all Lender increase its Commitment then in effect (each an “Increasing Lender”) or by adding as a Lender with a new Commitment hereunder a Person which is an Eligible Assignee at such increases of up to $200,000,000, by designating one or more Lenders or other financial institutions time (that will become Lenderseach an “Assuming Lender”), in each case, reasonably acceptable to the Administrative Agent and acceptable to case of an Assuming Lender with the Swingline Lender and each LC Issuing Bank, in their respective sole discretion, that agree to accept all or a portion approval of such additional Commitments (each a “Designated Lender”). (b) The Administrative Agent shall promptly notify the Designated Lenders of the Borrower’s request pursuant to subsection (a) above. Each Designated Lender shall notify the Administrative Agent by the date specified by the Administrative Agent (not to be unreasonably withheld), which notice shall specify the name of each Increasing Lender and/or Assuming Lender, as applicable, the amount of the Commitment Increase and the portion thereof being assumed by each such Increasing Lender or Assuming Lender, and the date on which such Commitment Increase is to be effective (the “Commitment Increase Date”) (which shall be a Business Day) that either (A) Day at least three Business Days after delivery of such Designated Lender declines to accept its additional Commitments or (B) such Designated Lender consents to accept the offered Commitments. Any Designated Lender not responding on or notice and 30 days prior to the date specified by the Administrative Agent shall be deemed to have declined to accept the offered Commitments. The Administrative Agent shall, after receiving the notifications from all of the Designated Lenders or following the date specified in the notice to such Designated Lenders, whichever is earlier, notify the Borrower and the Lenders of the results thereof and the effective date of any additional Commitments. The effectiveness of such additional Commitments shall be subject to the condition precedent that the Borrower shall have delivered to the Administrative Agent Maturity Date); provided that: (i) the resolutions minimum amount of the increase of the Commitment of any Increasing Lender, and the minimum amount of the Commitment of any Assuming Lender, as part of any Commitment Increase shall be in an amount that is an integral multiple of $5,000,000 and not less than $1,000,000; (ii) immediately after giving effect to any Commitment Increase, the total Commitments hereunder shall not exceed $750,000,000; (iii) no Event of Default shall have occurred and be continuing on the relevant Commitment Increase Date or shall result from any Commitment Increase; (iv) the representations and warranties of the Borrower authorizing such additional Commitments contained herein and in the other Loan Documents shall be true and correct in all Governmental Approvals material respects (if any) required in connection with such additional Commitmentsexcept representations and warranties that are qualified by materiality or Material Adverse Effect, certified as being in effect as of the effective date of such additional Commitments, (ii) a favorable opinion of counsel for the Borrower as to such matters as any Lender through the Administrative Agent may reasonably request and (iii) a certificate signed by a duly authorized officer of the Borrower, dated as of the effective date of such additional Commitments, stating that all conditions precedent to an Extension of Credit have been satisfied on and as of such effective date. (c) Promptly following the effective date of any Commitment increase pursuant to this Section 2.07, (i) the Administrative Agent shall distribute an amended Schedule I to this Agreement (which shall thereafter be incorporated into this Agreement) to reflect any changes true and correct in Lenders, the Commitments and each Lender’s Commitment Percentage as of such effective date and (ii) the Borrower shall prepay the outstanding Revolving Borrowings (if any) in full, and shall simultaneously make new Revolving Borrowings hereunder in an amount equal to such prepayment, so that, after giving effect thereto, the Revolving Borrowings are held ratably by the Lenders in accordance with their respective Commitments all respects (after giving effect to such qualification therein)) on and as of the relevant Commitment increase). Prepayments made under this clause (c) shall not be subject Increase Date to the notice requirements same extent as though made on and as of Section 2.14.such date, except to the extent such representations and warranties specifically relate to an earlier date, in which case such representations and warranties shall have been true, correct and complete in all material respects (except representations and warranties that are qualified by materiality or Material Adverse Effect, which shall be true and correct in all respects (after giving effect to such qualification therein)) on and as of such earlier date; and (dv) Notwithstanding any provision contained herein to in the contrary, from and after the date case of any Assuming Lender that is not a Lender immediately prior to such Commitment increase Increase Date and the making of any Loans on such date pursuant to clause (c)(ii) above, all calculations and payments of fees and of interest is not listed on the Loans shall take into account the actual Commitment of each NAIC Qualified U.S. Financial Institutions List, such Assuming Lender and its Confirming Lender shall have entered into an agreement of the principal amount outstanding type contemplated in the definition of each Loan made by such Lender during the relevant period of time“Confirming Lender” in Section 1.1.

Increase of the Commitments. (a) The Borrower may, from time to time, provided that no Default or Event of Default has occurred and is continuing, request by written notice to the Administrative Agent Agent, to increase the Commitments by in minimum increments of $10,000,000, up to a maximum increase aggregate amount (for all such increases increases) of up to $200,000,000500,000,000, by designating one or more Lenders or other financial institutions Eligible Assignees (that will become Lenders), in each case, reasonably acceptable to the Administrative Agent and acceptable to the Swingline Lender and each LC Issuing Bank, in their respective sole discretion, a “Designated Lender”) that agree to accept all or a portion of such additional Commitments (each a the “Designated LenderProposed Increased Commitment”), provided, that (i) if a Designated Lender is not a Lender, such Designated Lender shall be reasonably acceptable to the Administrative Agent, the Swingline Bank and each LC Issuing Bank, and such Designated ▇▇▇▇▇▇’s Proposed Increased Commitment shall be at least $5,000,000; and (ii) if Designated Lender is a Lender, such Designated Lender shall be reasonably acceptable to the Swingline Bank and each LC Issuing Bank, and allocations of the Proposed Increased Commitment among KPSC Case No. 2011-00401 Attorney General's Initial Data Requests Dated January 13, 2012 Item No. 34 28 Attachment 2 Page 32 of 116 Designated Lenders that are Lenders shall be based on the ratio of each existing Lender’s Proposed Increased Commitment, if any, to the aggregate of all Proposed Increased Commitments. The Borrower may elect to remove or replace any such designated Eligible Assignee at any time prior to the effective date of such increase, provided that any newly designated Eligible Assignee is reasonably acceptable to the Administrative Agent, the Swingline Bank and each LC Issuing Bank. (b) The Administrative Agent shall promptly notify the Designated Lenders of the Borrower’s request pursuant to subsection (a) aboveProposed Increased Commitment. Each Designated Lender shall notify the Administrative Agent by the date specified by the Administrative Agent (which date shall be a Business Day) that either (A) such Designated Lender declines to accept its additional Commitments or (B) such Designated Lender consents to accept the offered its additional Commitments. Any Designated Lender not responding on or prior to the date specified by the Administrative Agent shall be deemed not to have declined consented to accept the offered its additional Commitments. The Administrative Agent shall, after receiving the notifications from all of the Designated Lenders or following the date specified in the notice to such Designated Lenders, whichever is earlier, notify the Borrower and the Lenders of the results thereof and the effective date of any additional Commitments. The effectiveness of such additional Commitments shall be subject to the condition precedent that the Borrower shall have delivered to the Administrative Agent deliver (i) the resolutions of the Borrower authorizing such additional Commitments and all Governmental Approvals (if any) required in connection with such additional Commitments, certified as being in effect as of the effective date of such additional Commitments, (ii) a favorable opinion of counsel for the Borrower as to such matters as any Lender through the Administrative Agent may reasonably request and (iii) a certificate signed by a duly authorized officer of the BorrowerBorrower to the Administrative Agent, dated as of the effective date of such additional Commitments, stating that all conditions precedent to an Extension of Credit have been satisfied set forth in Section 3.02 are true and correct on and as of such effective datedate and (ii) a favorable opinion of counsel for the Borrower (which may be an attorney of American Electric Power Service Corporation), as to such matters as any Lender through the Administrative Agent may reasonably request. (c) Promptly following the effective date of any Commitment increase pursuant to this Section 2.07, (i) the Administrative Agent shall distribute an amended Schedule I to this Agreement (which shall thereafter be incorporated into this Agreement) to reflect any changes in Lenders, the Commitments and each Lender’s Commitment Percentage as of such effective date and (ii) the Borrower shall prepay the outstanding Revolving Borrowings (if any) in full, and shall simultaneously make new Revolving Borrowings hereunder in an amount equal to such prepayment, so that, after giving effect thereto, the Revolving Borrowings are held ratably by the Lenders in accordance with their respective Commitments (after giving effect to such Commitment increase). Prepayments made under this clause (c) shall not be subject to the notice requirements of Section 2.14. (d) Notwithstanding any provision contained herein to the contrary, from and after the date of any Commitment increase and the making of any Loans Advances on such date pursuant to clause (c)(ii) above, all calculations and payments of fees and of interest on the Loans Advances shall take into account the actual Commitment of each Lender and the principal amount outstanding of each Loan Advance made by such Lender during the relevant period of time.

Increase of the Commitments. (a) The Borrower may, from time to time, provided that no Default or Event of Default has occurred and is continuing, request by written notice to the Administrative Agent Agent, to increase the Commitments by in minimum increments of $10,000,000, up to a maximum increase aggregate amount for all such increases to occur after the Restatement Effective Date of up to $200,000,0001,000,000,000, by designating one or more Lenders or other financial institutions Eligible Assignees (that will become Lenders), in each case, reasonably acceptable to the Administrative Agent and acceptable to the Swingline Lender and each LC Issuing Bank, in their respective sole discretion, a “Designated Lender”) that agree to accept all or a portion of such additional Commitments (each a the “Designated LenderProposed Increased Commitment”), provided, that (x) if a Designated Lender is not a Lender, such Designated Lender shall be reasonably acceptable to the Administrative Agent and each LC Issuing Bank and the Swingline Lender, and such Designated ▇▇▇▇▇▇’s Proposed Increased Commitment shall be at least $5,000,000; and (y) if Designated Lender is a Lender, such Designated Lender shall be reasonably acceptable to each LC Issuing Bank and the Swingline Lender, and allocations of the Proposed Increased Commitment among Designated Lenders that are Lenders shall be based on the ratio of each existing Lender’s Proposed Increased Commitment, if any, to the aggregate of all Proposed Increased Commitments. The Borrower may elect to remove or replace any such designated Eligible Assignee at any time prior to the effective date of such increase, provided that any newly designated Eligible Assignee is reasonably acceptable to the Administrative Agent and each LC Issuing Bank and the Swingline Lender. (b) The Administrative Agent shall promptly notify the Designated Lenders of the Borrower’s request pursuant to subsection (a) aboveProposed Increased Commitment. Each Designated Lender shall notify the Administrative Agent by the date specified by the Administrative Agent (which date shall be a Business Day) that either (A) such Designated Lender declines to accept its additional Commitments or (B) such Designated Lender consents to accept the offered its additional Commitments. Any Designated Lender not responding on or prior to the date specified by the Administrative Agent shall be deemed not to have declined consented to accept the offered its additional Commitments. The Administrative Agent shall, after receiving the notifications from all of the Designated Lenders or following the date specified in the notice to such Designated Lenders, whichever is earlier, notify the Borrower and the Lenders of the results thereof and the effective date of any additional Commitments. The effectiveness of such additional Commitments shall be subject to the condition precedent that the Borrower shall have delivered to the Administrative Agent deliver (i) the resolutions of the Borrower authorizing such additional Commitments and all Governmental Approvals (if any) required in connection with such additional Commitments, certified as being in effect as of the effective date of such additional Commitments, (ii) a favorable opinion of counsel for the Borrower as to such matters as any Lender through the Administrative Agent may reasonably request and (iii) a certificate signed by a duly authorized officer of the BorrowerBorrower to the Administrative Agent, dated as of the effective date of such additional Commitments, stating that all conditions precedent to an Extension of Credit have been satisfied set forth in Section 3.02 are true and correct on and as of such effective datedate and (ii) a favorable opinion of counsel for the Borrower (which may be an attorney of American Electric Power Service Corporation), as to such matters as any Lender through the Administrative Agent may reasonably request. (c) Promptly following the effective date of any Commitment increase pursuant to this Section 2.07, (i) the Administrative Agent shall distribute an amended Schedule I to this Agreement (which shall thereafter be incorporated into this Agreement) to reflect any changes in Lenders, the Commitments and each Lender’s Commitment Percentage as of such effective date and (ii) the Borrower shall prepay the outstanding Revolving Borrowings (if any) in full, and shall simultaneously make new Revolving Borrowings hereunder in an amount equal to such prepayment, so that, after giving effect thereto, the Revolving Borrowings are held ratably by the Lenders in accordance with their respective Commitments (after giving effect to such Commitment increase). Prepayments made under this clause (c) shall not be subject to the notice requirements of Section 2.14. (d) Notwithstanding any provision contained herein to the contrary, from and after the date of any Commitment increase and the making of any Loans Advances on such date pursuant to clause (c)(ii) above, all calculations and payments of fees and of interest on the Loans Advances shall take into account the actual Commitment of each Lender and the principal amount outstanding of each Loan Advance made by such Lender during the relevant period of time.

Increase of the Commitments. (a) The Borrower may, from time to time, request by written notice to the Administrative Agent to increase the Commitments by a maximum aggregate amount for all such increases of up to $200,000,000, by designating one or more Lenders or other financial institutions (that will become Lenders), in each case, reasonably acceptable to meeting the Administrative Agent and acceptable to requirements set forth in the Swingline Lender and each LC Issuing Bank, in their respective sole discretiondefinition of Eligible Assignee, that agree to accept all or a portion of such additional Commitments (each a “Designated Lender”). (b) The Administrative Agent shall promptly notify the Designated Lenders of the Borrower’s request pursuant to subsection (a) above. Each Designated Lender shall notify the Administrative Agent by the date specified by the Administrative Agent (which date shall be a Business Day) that either (A) such Designated Lender declines to accept its additional Commitments or (B) such Designated Lender consents to accept the offered Commitments. Any Designated Lender ▇▇▇▇▇▇ not responding on or prior to the date specified by the Administrative Agent shall be deemed to have declined to accept the offered Commitments. The Administrative Agent shall, after receiving the notifications from all of the Designated Lenders or following the date specified in the notice to such Designated Lenders, whichever is earlier, notify the Borrower and the Lenders of the results thereof and the effective date of any additional Commitments. The effectiveness of such additional Commitments shall be subject to the condition precedent that the Borrower shall have delivered to the Administrative Agent (i) the resolutions of the Borrower authorizing such additional Commitments and all Governmental Approvals (if any) required in connection with such additional Commitments, certified as being in effect as of the effective date of such additional Commitments, (ii) a favorable opinion of counsel for the Borrower as to such matters as any Lender through the Administrative Agent may reasonably request and (iii) a certificate signed by a duly authorized officer of the Borrower, dated as of the effective date of such additional Commitments, stating that all conditions precedent to an Extension of Credit have been satisfied on and as of such effective date. (c) Promptly following the effective date of any Commitment increase pursuant to this Section 2.07, (i) the Administrative Agent shall distribute an amended Schedule I to this Agreement (which shall thereafter be incorporated into this Agreement) to reflect any changes in Lenders, the Commitments and each Lender’s Commitment Percentage as of such effective date and (ii) the Borrower shall prepay the outstanding Revolving Borrowings (if any) in full, and shall simultaneously make new Revolving Borrowings hereunder in an amount equal to such prepayment, so that, after giving effect thereto, the Revolving Borrowings are held ratably by the Lenders in accordance with their respective Commitments (after giving effect to such Commitment increase). Prepayments made under this clause (c) shall not be subject to the notice requirements of Section 2.14. (d) Notwithstanding any provision contained herein to the contrary, from and after the date of any Commitment increase and the making of any Loans on such date pursuant to clause (c)(ii) above, all calculations and payments of fees and of interest on the Loans shall take into account the actual Commitment of each Lender and the principal amount outstanding of each Loan made by such Lender during the relevant period of time.

Increase of the Commitments. (a) The Borrower may, Representative may from time to timetime after the Closing Date, request with the consent of Agent and upon at least thirty (30) days’ prior written notice to the Agent (who shall promptly provide a copy of such notice to each Lender), propose to increase the Revolving Loan Commitments by up to an aggregate of $130,000,000; such additional Revolving Loan Commitments (the “Incremental Revolving Loan Commitments”) as determined by and with the approval of the Agent; provided, that the terms and conditions of the Incremental Revolving Loan Commitment shall be the same as those applicable to the Revolving Loan Commitments theretofore in effect except that to the extent that the Applicable Margins for Revolving Loans or Letters of Credit to be issued under the Incremental Revolving Loan Commitments are higher than the Applicable Revolver Margins and/or Applicable L/C Margin set forth herein, the Applicable Revolver Margins and Applicable L/C Margin shall automatically be adjusted to the Applicable Margins for the Revolving Loans and Letters of Credit to be issued under the Incremental Revolving Loan Commitments. Each Lender shall have the right for a period of fifteen (15) days following receipt of such notice, to elect by written notice to the Administrative Agent Borrower Representative and the Agent, to increase the Commitments by a maximum aggregate amount for all such increases of up commit to $200,000,000, by designating one or more Lenders or other financial institutions (that will become Lenders), in each case, reasonably acceptable to the Administrative Agent and acceptable to the Swingline Lender and each LC Issuing Bank, in their respective sole discretion, that agree to accept make all or a portion of such additional Incremental Revolving Loan Commitments. Final allocations of the Incremental Revolving Loan Commitments are to be determined by the Agent after consultation with Borrower Representative. No Lender (each or any successor thereto) shall have any obligation to provide all or any portion of such Incremental Revolving Loan Commitments or to increase any other obligations under this Agreement and the other Loan Documents, and any decision by a Lender to provide any such Incremental Revolving Loan Commitment shall be made in its sole discretion independently from any other Lender. (b) If the Lenders do not commit to make the entire Incremental Revolving Loan Commitments pursuant to Section 1.18(a), the Borrower Representative may designate a Qualified Assignee (which may be, but need not be, one or more of the existing Lenders), provided, however, that if such Person is not an existing Lender, such Person must join this Agreement as a Lender (an “Designated Additional Revolving Lender”). (bc) In the event that the Borrower Representative desires to obtain Incremental Revolving Loan Commitments, the Agent, the Credit Parties and the Additional Revolving Lenders shall enter into an amendment to this Agreement to provide for such Incremental Revolving Loan Commitments (and an amendment to Annex J to reflect the resulting Revolving Loan Commitments of the Lenders), which amendment shall provide for the issuance of promissory notes to evidence the Revolving Credit Advances made pursuant to the Incremental Revolving Loan Commitments if requested by such Lenders (which notes shall constitute Notes for purposes of this Agreement), such amendment to be in form and substance reasonably acceptable to Agent and consistent with the terms of this Section 1.18 and of the other provisions of this Agreement. No consent of any Lender not providing Incremental Revolving Loan Commitments is required to permit the Incremental Revolving Loan Commitments contemplated by and otherwise complying with this Section 1.18 or the aforesaid amendment to effectuate the Incremental Revolving Loan Commitments. This clause (c) shall supersede any provisions contained in this Agreement, including, without limitation, Section 11.2. (d) The Administrative Agent shall promptly notify the Designated Lenders increase of the Borrower’s request pursuant to subsection (a) above. Each Designated Lender shall notify the Administrative Agent by the date specified by the Administrative Agent (which date shall be a Business Day) that either (A) such Designated Lender declines to accept its additional Incremental Revolving Loan Commitments or (B) such Designated Lender consents to accept the offered Commitments. Any Designated Lender not responding on or prior to the date specified by the Administrative Agent shall be deemed to have declined to accept the offered Commitments. The Administrative Agent shall, after receiving the notifications from all of the Designated Lenders or following the date specified in the notice to such Designated Lenders, whichever is earlier, notify the Borrower and the Lenders of the results thereof and the effective date of any additional Commitments. The effectiveness of such additional Commitments shall will be subject to the condition precedent that satisfaction of the Borrower shall have delivered to the Administrative Agent following conditions precedent: (i) the resolutions of the Borrower authorizing such additional Commitments and after giving pro forma effect to all Governmental Approvals (if any) required in connection with such additional Revolving Loans that could be incurred under Incremental Revolving Loan Commitments, certified as being no Default or Event of Default shall have occurred and be continuing and Borrower would be in effect as of compliance with the effective date of such additional CommitmentsFinancial Covenants, (ii) execution of the amendment hereto referenced in clause (c) above by Agent, the Lenders providing the Incremental Revolving Loan Commitments and the Credit Parties, (iii) delivery to Agent of a favorable certificate of the Secretary or an Assistant Secretary of each Credit Party, in form and substance satisfactory to Agent, certifying the resolutions of such Person’s board of directors (or equivalent governing body) approving and authorizing the Incremental Revolving Loan Commitments (if not previously delivered to Agent), and certifying that none of the organizational documents of such Credit Party delivered to the Agent prior thereto have been modified or altered in any way (or if modifications have occurred, certifying new copies of such organizational documents), (iv) delivery to Agent of an opinion of counsel for to the Borrower as Credit Parties in form and substance and from counsel reasonably satisfactory to the Agent, addressed to Agent and Lenders providing the Incremental Revolving Loan Commitments and covering such matters as any Lender through the Administrative Agent may reasonably request request, (v) the payment in full by the Credit Parties of all Revolving Credit Advances to the Lenders holding same in accordance with the Revolving Loan Commitments in effect immediately prior to the increase contemplated by this Section 1.18 and (iii) a certificate signed by a duly authorized officer of the Borrower, dated as of the effective date re-borrowing of such additional Commitments, stating that all conditions precedent to an Extension of Revolving Credit have been satisfied on and as of such effective date. (c) Promptly following the effective date of any Commitment increase pursuant to this Section 2.07, (i) the Administrative Agent shall distribute an amended Schedule I to this Agreement (which shall thereafter be incorporated into this Agreement) to reflect any changes in Lenders, the Commitments and each Lender’s Commitment Percentage as of such effective date and (ii) the Borrower shall prepay the outstanding Revolving Borrowings (if any) in full, and shall simultaneously make new Revolving Borrowings hereunder in an amount equal to such prepayment, so that, after giving effect thereto, the Revolving Borrowings are held ratably Advances by the Lenders in accordance with their respective Revolving Loan Commitments (after giving effect to such Commitment increase). Prepayments made the increase contemplated by this Section 1.18, (vi) each Lender shall acknowledge that its Pro Rata Share of participations in Letters of Credit that are outstanding as of the time of the increase in the Revolving Loan Commitments pursuant to this Section 1.18 shall be in accordance with Revolving Loan Commitments giving effect to the increase to the Revolving Loan Commitments under this clause Section 1.18 and (cvii) shall not be subject receipt by Agent of such new Notes, reaffirmations of guaranties, security agreements and pledge agreements as Agent may reasonably request, together with amendments to all mortgages reflecting that the Revolving Loans and Letters of Credit extended pursuant to the notice requirements of Section 2.14Incremental Revolving Loan Commitments are secured pari passu with the Revolving Loan and such endorsements to title policies or additional title searches as the Agent may reasonably request. (de) Notwithstanding any provision contained herein to the contrary, from and after the date of any Commitment increase contemplated by this Section 1.18, and the repayment and making of any Loans Revolving Credit Advances on such date pursuant to clause (c)(iid)(v) above, all calculations and payments of fees and of interest on the Loans Revolving Credit Advances shall take into account the actual Revolving Loan Commitment of each Lender and the principal amount outstanding of each Loan Revolving Credit Advance made by such Lender during the relevant period of time.

Increase of the Commitments. (a) The Borrower may, from time to time, provided that no Default or Event of Default has occurred and is continuing, request by written notice to the Administrative Agent Agent, to increase the Commitments by in minimum increments of $10,000,000, up to a maximum increase aggregate amount (i) for all such increases) to occur on or prior to the First Amendment Effective Date of $1,000,000,000 and (ii) for all such increases to occur after the First Amendment Effective Date of up to $200,000,0001,000,000,000, by designating one or more Lenders or other financial institutions Eligible Assignees (that will become Lenders), in each case, reasonably acceptable to the Administrative Agent and acceptable to the Swingline Lender and each LC Issuing Bank, in their respective sole discretion, a “Designated Lender”) that agree to accept all or a portion of such additional Commitments (the “Proposed Increased Commitment”), provided, that (ix) if a Designated Lender is not a Lender, such Designated Lender shall be reasonably acceptable to the Administrative Agent and each a “LC Issuing Bank, and such Designated Lender”)’s Proposed Increased Commitment shall be at least $5,000,000; and (iiy) if Designated Lender is a Lender, such Designated Lender shall be reasonably acceptable to each LC Issuing Bank, and allocations of the Proposed Increased Commitment among Designated Lenders that are Lenders shall be based on the ratio of each existing Lender’s Proposed Increased Commitment, if any, to the aggregate of all Proposed Increased Commitments. The Borrower may elect to remove or replace any such designated Eligible Assignee at any time prior to the effective date of such increase, provided that any newly designated Eligible Assignee is reasonably acceptable to the Administrative Agent and each LC Issuing Bank. (b) The Administrative Agent shall promptly notify the Designated Lenders of the Borrower’s request pursuant to subsection (a) aboveProposed Increased Commitment. Each Designated Lender shall notify the Administrative Agent by the date specified by the Administrative Agent (which date shall be a Business Day) that either (A) such Designated Lender declines to accept its additional Commitments or (B) such Designated Lender consents to accept the offered its additional Commitments. Any Designated Lender not responding on or prior to the date specified by the Administrative Agent shall be deemed not to have declined consented to accept the offered its additional Commitments. The Administrative Agent shall, after receiving the notifications from all of the Designated Lenders or following the date specified in the notice to such Designated Lenders, whichever is earlier, notify the Borrower and the Lenders of the results thereof and the effective date of any additional Commitments. The effectiveness of such additional Commitments shall be subject to the condition precedent that the Borrower shall have delivered to the Administrative Agent deliver (i) the resolutions of the Borrower authorizing such additional Commitments and all Governmental Approvals (if any) required in connection with such additional Commitments, certified as being in effect as of the effective date of such additional Commitments, (ii) a favorable opinion of counsel for the Borrower as to such matters as any Lender through the Administrative Agent may reasonably request and (iii) a certificate signed by a duly authorized officer of the BorrowerBorrower to the Administrative Agent, dated as of the effective date of such additional Commitments, stating that all conditions precedent to an Extension of Credit have been satisfied set forth in Section 3.02 are true and correct on and as of such effective datedate and (ii) a favorable opinion of counsel for the Borrower (which may be an attorney of American Electric Power Service Corporation), as to such matters as any Lender through the Administrative Agent may reasonably request. (c) Promptly following the effective date of any Commitment increase pursuant to this Section 2.07, (i) the Administrative Agent shall distribute an amended Schedule I to this Agreement (which shall thereafter be incorporated into this Agreement) to reflect any changes in Lenders, the Commitments and each Lender’s Commitment Percentage as of such effective date and (ii) the Borrower shall prepay the outstanding Revolving Borrowings (if any) in full, and shall simultaneously make new Revolving Borrowings hereunder in an amount equal to such prepayment, so that, after giving effect thereto, the Revolving Borrowings are held ratably by the Lenders in accordance with their respective Commitments (after giving effect to such Commitment increase). Prepayments made under this clause (c) shall not be subject to the notice requirements of Section 2.14. (d) Notwithstanding any provision contained herein to the contrary, from and after the date of any Commitment increase and the making of any Loans Advances on such date pursuant to clause (c)(ii) above, all calculations and payments of fees and of interest on the Loans Advances shall take into account the actual Commitment of each Lender and the principal amount outstanding of each Loan Advance made by such Lender during the relevant period of time.

Increase of the Commitments. (a) The Borrower may, from time to time, provided that no Default or Event of Default has occurred and is continuing, request by written notice to the Administrative Agent Agent, to increase the Commitments by in minimum increments of $10,000,000, up to a maximum increase aggregate amount for all such increases to occur after the Restatement Effective Date of up to $200,000,000250,000,000, by designating one or more Lenders or other financial institutions Eligible Assignees (that will become Lenders), in each case, reasonably acceptable to the Administrative Agent and acceptable to the Swingline Lender and each LC Issuing Bank, in their respective sole discretion, a “Designated Lender”) that agree to accept all or a portion of such additional Commitments (each a the “Designated LenderProposed Increased Commitment”), provided, that (x) if a Designated Lender is not a Lender, such Designated Lender shall be reasonably acceptable to the Administrative Agent, and such Designated ▇▇▇▇▇▇’s Proposed Increased Commitment shall be at least $5,000,000; and (y) if a Designated Lender is a Lender, the allocations of the Proposed Increased Commitment among Designated Lenders that are Lenders shall be based on the ratio of each existing Lender’s Proposed Increased Commitment, if any, to the aggregate of all Proposed Increased Commitments. The Borrower may elect to remove or replace any such designated Eligible Assignee at any time prior to the effective date of such increase, provided that any newly designated Eligible Assignee is reasonably acceptable to the Administrative Agent. (b) The Administrative Agent shall promptly notify the Designated Lenders of the Borrower’s request pursuant to subsection (a) aboveProposed Increased Commitment. Each Designated Lender shall notify the Administrative Agent by the date specified by the Administrative Agent (which date shall be a Business Day) that either (A) such Designated Lender declines to accept its additional Commitments or (B) such Designated Lender consents to accept the offered its additional Commitments. Any Designated Lender not responding on or prior to the date specified by the Administrative Agent shall be deemed not to have declined consented to accept the offered its additional Commitments. The Administrative Agent shall, after receiving the notifications from all of the Designated Lenders or following the date specified in the notice to such Designated Lenders, whichever is earlier, notify the Borrower and the Lenders of the results thereof and the effective date of any additional Commitments. The effectiveness of such additional Commitments shall be subject to the condition precedent that the Borrower shall have delivered to the Administrative Agent deliver (i) the resolutions of the Borrower authorizing such additional Commitments and all Governmental Approvals (if any) required in connection with such additional Commitments, certified as being in effect as of the effective date of such additional Commitments, (ii) a favorable opinion of counsel for the Borrower as to such matters as any Lender through the Administrative Agent may reasonably request and (iii) a certificate signed by a duly authorized officer of the BorrowerBorrower to the Administrative Agent, dated as of the effective date of such additional Commitments, stating that all conditions precedent to an Extension of Credit have been satisfied set forth in Section 3.02 are true and correct on and as of such effective datedate and (ii) a favorable opinion of counsel for the Borrower (which may be an attorney of American Electric Power Service Corporation), as to such matters as any Lender through the Administrative Agent may reasonably request. (c) Promptly following the effective date of any Commitment increase pursuant to this Section 2.07, (i) the Administrative Agent shall distribute an amended Schedule I to this Agreement (which shall thereafter be incorporated into this Agreement) to reflect any changes in Lenders, the Commitments and each Lender’s Commitment Percentage as of such effective date and (ii) the Borrower shall prepay the outstanding Revolving Borrowings (if any) in full, and shall simultaneously make new Revolving Borrowings hereunder in an amount equal to such prepayment, so that, after giving effect thereto, the Revolving Borrowings are held ratably by the Lenders in accordance with their respective Commitments (after giving effect to such Commitment increase). Prepayments made under this clause (c) shall not be subject to the notice requirements of Section 2.14. (d) Notwithstanding any provision contained herein to the contrary, from and after the date of any Commitment increase and the making of any Loans Advances on such date pursuant to clause (c)(ii) above, all calculations and payments of fees and of interest on the Loans Advances shall take into account the actual Commitment of each Lender and the principal amount outstanding of each Loan Advance made by such Lender during the relevant period of time.

Increase of the Commitments. (a) The Borrower may, from time to time, request by written notice to the Administrative Agent to increase the Commitments by a maximum aggregate amount for all such increases of up to $200,000,000600,000,000650,000,000, by designating one or more Lenders or other financial institutions (that will become Lenders), in each case, reasonably acceptable to meeting the Administrative Agent and acceptable to requirements set forth in the Swingline Lender and each LC Issuing Bank, in their respective sole discretiondefinition of Eligible Assignee, that agree to accept all or a portion of such additional Commitments (each a “Designated Lender”). (b) The Administrative Agent shall promptly notify the Designated Lenders of the Borrower’s request pursuant to subsection (a) above. Each Designated Lender shall notify the Administrative Agent by the date specified by the Administrative Agent (which date shall be a Business Day) that either (A) such Designated Lender declines to accept its additional Commitments or (B) such Designated Lender consents to accept the offered Commitments. Any Designated Lender ▇▇▇▇▇▇ not responding on or prior to the date specified by the Administrative Agent shall be deemed to have declined to accept the offered Commitments. The Administrative Agent shall, after receiving the notifications from all of the Designated Lenders or following the date specified in the notice to such Designated Lenders, whichever is earlier, notify the Borrower and the Lenders of the results thereof and the effective date of any additional Commitments. The effectiveness of such additional Commitments shall be subject to the condition precedent that the Borrower shall have delivered to the Administrative Agent (i) the resolutions of the Borrower authorizing such additional Commitments and all Governmental Approvals (if any) required in connection with such additional Commitments, certified as being in effect as of the effective date of such additional Commitments, (ii) a favorable opinion of counsel for the Borrower as to such matters as any Lender through the Administrative Agent may reasonably request and (iii) a certificate signed by a duly authorized officer of the Borrower, dated as of the effective date of such additional Commitments, stating that all conditions precedent to an Extension of Credit have been satisfied on and as of such effective date. (c) Promptly following the effective date of any Commitment increase pursuant to this Section 2.07, (i) the Administrative Agent shall distribute an amended Schedule I to this Agreement (which shall thereafter be incorporated into this Agreement) to reflect any changes in Lenders, the Commitments and each Lender’s Commitment Percentage as of such effective date and (ii) the Borrower shall prepay the outstanding Revolving Borrowings (if any) in full, and shall simultaneously make new Revolving Borrowings hereunder in an amount equal to such prepayment, so that, after giving effect thereto, the Revolving Borrowings are held ratably by the Lenders in accordance with their respective Commitments (after giving effect to such Commitment increase). Prepayments made under this clause (c) shall not be subject to the notice requirements of Section 2.14. (d) Notwithstanding any provision contained herein to the contrary, from and after the date of any Commitment increase and the making of any Loans on such date pursuant to clause (c)(ii) above, all calculations and payments of fees and of interest on the Loans shall take into account the actual Commitment of each Lender and the principal amount outstanding of each Loan made by such Lender during the relevant period of time.

Increase of the Commitments. (a) The Borrower may, from time by delivering a written request to timethe Agent (each such request being irrevocable) at least eight, but not more than 60, Business Days before the Increase Date (as defined below), request that the Lenders increase the aggregate Commitments by written notice minimum incremental amounts of $1,000,000 up to the Administrative Agent to increase Maximum Facility Amount (the Commitments by a maximum "Proposed Increase"). Such request shall specify (i) the aggregate amount for all such increases of up the Proposed Increase, (ii) the date of the Proposed Increase (the "Increase Date") and (iii) any Eligible Assignees that are not Lenders (each a "Third Party") to $200,000,000, by designating one or more Lenders or other financial institutions (that will become Lenders), in each case, reasonably acceptable which the Borrower desires to the Administrative Agent and acceptable to the Swingline Lender and each LC Issuing Bank, in their respective sole discretion, that agree to accept offer all or a portion of such additional Commitments (the Proposed Increase. The Agent shall, upon its receipt of the Borrower's request, promptly notify each a “Designated Lender”)Lender thereof. (b) The Administrative If the Proposed Increase equals or exceeds $5,000,000, the Agent shall promptly notify each Third Party acceptable to it of such Proposed Increase at least six Business Days before the Designated Lenders Increase Date. Each such Third Party may irrevocably commit to all or a portion of the Borrower’s request pursuant to subsection Proposed Increase in a minimum principal amount of $5,000,000 (aeach a "Third Party Commitment") above. Each Designated Lender shall notify by notifying the Administrative Agent by the date specified by the Administrative Agent (which date shall be a thereof at least four Business Day) that either (A) such Designated Lender declines to accept its additional Commitments or (B) such Designated Lender consents to accept the offered Commitments. Any Designated Lender not responding on or Days prior to the date specified by Increase Date. If the Administrative Agent shall be deemed to have declined to accept the offered Commitments. The Administrative Agent shall, after receiving the notifications from all aggregate amount of the Designated Lenders or following Third Party Commitments exceeds the date specified in the notice to such Designated LendersProposed Increase, whichever is earlier, notify the Borrower and the Lenders of the results thereof and the effective date of any additional Commitments. The effectiveness of such additional Commitments shall be subject to the condition precedent that the Borrower shall have delivered to the Administrative Agent (i) the resolutions of the Borrower authorizing such additional Commitments and all Governmental Approvals (if any) required in connection with such additional Commitments, certified as being in effect as of the effective date of such additional Commitments, (ii) a favorable opinion of counsel for the Borrower as to such matters as any Lender through the Administrative Agent may reasonably request and (iii) a certificate signed by a duly authorized officer of the Borrower, dated as in consultation with the Agent, may allocate the Proposed Increase among Third Parties which have offered a Third Party Commitment, provided, that the minimum principal amount of the effective date of any such additional Commitments, stating that all conditions precedent to an Extension of Credit have been satisfied on and as of such effective dateallocation must be at least $5,000,000. (c) Promptly following If the effective date of any Commitment increase Proposed Increase exceeds the aggregate Third Party Commitments (as allocated pursuant to this Section 2.07(b) above) ("Increase Remainder") by at least $1,000,000, each Lender, in its sole discretion, may irrevocably offer to commit to all or a portion of the Increase Remainder (ithe "Proposed Increased Commitment") by delivering notice thereof to the Administrative Agent shall distribute an amended Schedule I to this Agreement (which shall thereafter be incorporated into this Agreement) to reflect any changes in Lendersat least two Business Days before the Increase Date. If the aggregate amount of the Proposed Increased Commitments exceeds the amount of the Increase Remainder, the Commitments and each Lender’s Commitment Percentage as amount of such effective date and (ii) the Borrower Increase Remainder shall prepay the outstanding Revolving Borrowings (if any) in full, and shall simultaneously make new Revolving Borrowings hereunder in an amount equal to such prepayment, so that, after giving effect thereto, the Revolving Borrowings are held ratably by be allocated among the Lenders in accordance with their respective Commitments (after giving effect to providing a Proposed Increased Commitment on a pro rata basis based on the ratio of each such Lender's Proposed Increased Commitment increase). Prepayments made under this clause (c) shall not be subject to the notice requirements aggregate of Section 2.14all Proposed Increased Commitments. (d) Notwithstanding any provision contained herein Each Lender increasing its Commitment pursuant to this section and each Third Party to which all or a portion of the Proposed Increase is allocated shall execute and deliver to the contraryAgent a New Commitment Acceptance therefor, from and after each such Third Party shall pay an administrative fee of $3,500 to the date of any Commitment increase Agent. By executing and the making of any Loans on such date pursuant to clause (c)(ii) above, all calculations and payments of fees and of interest on the Loans shall take into account the actual Commitment of each Lender and the principal amount outstanding of each Loan made by such Lender during the relevant period of time.delivering a New Commitment

Increase of the Commitments. (a) The amount of the Aggregate Facility LC Commitment, Aggregate Revolving Loan Commitment and Aggregate Commitment may be increased up to an amount (immediately after giving effect to such increase) not to exceed the difference of (x) $1,950,000,000 minus (y) the Aggregate Facility LC Commitment on the Effective Date minus (z) the aggregate amount of all outstanding Supplemental Indebtedness permitted by Section 6.11(p), at the request of the Borrower may, from time to time, request by written notice to time as follows: (i) the Administrative Agent to increase the Commitments by a maximum aggregate amount for all such increases of up to $200,000,000, by designating Borrower shall designate one or more Lenders or other financial institutions (that will become Lenders), in each case, reasonably acceptable to the Administrative Agent (which acceptance will not be unreasonably withheld), to assume Facility LC Commitments, Revolving Loan Commitments and acceptable Commitments in an aggregate amount equal to the Swingline Lender amount of such increase and each LC Issuing Bank(ii) on the date that such increase becomes effective, Revolving Credit Loans shall be repaid and/or borrowed to the extent necessary such that they shall be held by the Lenders ratably in proportion to their respective sole discretion, that agree Pro Rata Shares (determined after giving effect to accept all or such designations). In the event of the designation by the Borrower of a portion financial institution pursuant to clause (i) of such additional Commitments the preceding sentence (each a financial institution being so designated being referred to herein as an “Designated Assuming Lender”), and subject to the execution and delivery to the Agent by the Borrower and such Assuming Lender of documentation satisfactory to the Agent in its reasonable discretion to effect such designation: (x) such Assuming Lender shall become (or, if such Assuming Lender was theretofore a Lender shall continue as) a Lender having a Facility LC Commitment, Revolving Loan Commitment and Commitment equal to the amount of such increase allocated to such Assuming Lender in such designation (plus, if such Assuming Lender was theretofore a Lender, the amount of the Facility LC Commitment, Revolving Loan Commitment and Commitment held by such Assuming Lender immediately prior to such designation) and (y) the participations in outstanding Facility LCs and Reimbursement Obligations shall thereupon automatically and without further action be re-allocated all to the extent necessary such that the participations in such Facility LCs and Reimbursement Obligations shall be held by the Lenders ratably in proportion to their respective Pro Rata Shares (determined after giving effect to such designations). In no event shall any Lender be required to become an Assuming Lender. (b) The Administrative Agent shall promptly notify Each increase in the Designated Lenders of the Borrower’s request Aggregate Facility LC Commitment pursuant to subsection (aSection 2.21(a) above. Each Designated Lender shall notify automatically and simultaneously increase the Administrative Agent Aggregate Commitment and the Aggregate Revolving Loan Commitment by the date specified by the Administrative Agent (which date shall be a Business Day) that either (A) such Designated Lender declines to accept its additional Commitments or (B) such Designated Lender consents to accept the offered Commitments. Any Designated Lender not responding on or prior to the date specified by the Administrative Agent shall be deemed to have declined to accept the offered Commitments. The Administrative Agent shall, after receiving the notifications from all of the Designated Lenders or following the date specified in the notice to such Designated Lenders, whichever is earlier, notify the Borrower and the Lenders of the results thereof and the effective date of any additional Commitments. The effectiveness of such additional Commitments shall be subject to the condition precedent that the Borrower shall have delivered to the Administrative Agent (i) the resolutions of the Borrower authorizing such additional Commitments and all Governmental Approvals (if any) required in connection with such additional Commitments, certified as being in effect as of the effective date of such additional Commitments, (ii) a favorable opinion of counsel for the Borrower as to such matters as any Lender through the Administrative Agent may reasonably request and (iii) a certificate signed by a duly authorized officer of the Borrower, dated as of the effective date of such additional Commitments, stating that all conditions precedent to an Extension of Credit have been satisfied on and as of such effective datesame amount. (c) Promptly following the effective date of any Commitment increase pursuant to this Section 2.07, (i) the Administrative Agent shall distribute an amended Schedule I to this Agreement (which shall thereafter be incorporated into this Agreement) to reflect any changes in Lenders, the Commitments and each Lender’s Commitment Percentage as of such effective date and (ii) the Borrower shall prepay the outstanding Revolving Borrowings (if any) in full, and shall simultaneously make new Revolving Borrowings hereunder in an amount equal to such prepayment, so that, after giving effect thereto, the Revolving Borrowings are held ratably by the Lenders in accordance with their respective Commitments (after giving effect to such Commitment increase). Prepayments made under this clause (c) shall not be subject to the notice requirements of Section 2.14. (d) Notwithstanding any provision contained herein to the contrary, from and after the date of any Commitment increase and the making of any Loans on such date pursuant to clause (c)(ii) above, all calculations and payments of fees and of interest on the Loans shall take into account the actual Commitment of each Lender and the principal amount outstanding of each Loan made by such Lender during the relevant period of time.

Increase of the Commitments. (a) The Subject to the terms and conditions set forth herein and to the consent of the Administrative Agent (which consent shall not be unreasonably withheld), and provided that no Default or Event of Default then exists, the Borrower may, shall have the right to cause from time to timetime an increase in the aggregate Commitments of the Lenders (together with an increase in the Alternative Currency Sublimit, if the Borrower shall so request by written notice to the Administrative Agent to increase the Commitments by a maximum aggregate amount for all such increases of up to $200,000,000, by designating and if one or more Alternative Currency Lenders are available to fund such Loans if the Lenders otherwise are unable to fund such Loans) (each, a “Commitment Increase”) by adding to this Agreement one or more commercial banks or other recognized financial institutions (that will become Lenders), in each case, are not already Lenders hereunder and that are reasonably acceptable satisfactory to the Administrative Agent and acceptable the Issuing Banks (each, an “Additional Lender”) or by allowing one or more existing Lenders to the Swingline Lender and each LC Issuing Bank, in increase their respective sole discretion, that agree to accept all or a portion of such additional Commitments (each a each, an “Designated Increasing Revolving Lender”); provided that (i) no Default shall have occurred and be continuing as of the relevant Commitment Increase Effective Date, (ii) no such Commitment Increase shall be less than $10,000,000, (iii) the aggregate principal amount of all such Commitment Increases shall not exceed $100,000,000, (iv) no Lender’s Commitment shall be increased without such Lender’s prior written consent (which consent may be given or withheld in such Lender’s sole and absolute discretion), and (v) if, on the relevant Commitment Increase Effective Date, any Revolving Loans have been funded, each Applicable Borrower shall be obligated to pay any breakage fees or costs that are payable pursuant to Section 3.5 in connection with the reallocation of such outstanding Revolving Loans. (b) The Borrower shall provide the Administrative Agent with written notice in the form of Exhibit H (a “Notice of Commitment Increase”) of its intention to increase the Commitments pursuant to this Section 4.11. Each such Notice of Commitment Increase shall specify (i) the Class with respect to which such Commitment Increase is proposed; (ii) the proposed effective date of such Commitment Increase (each such date, a “Commitment Increase Effective Date”), which shall be no earlier than ten (10) Business Days after receipt by the Administrative Agent of such Notice of Commitment Increase, (iii) the amount of the requested Commitment Increase (provided that after giving effect to such requested Commitment Increase, the aggregate principal amount of all Commitment Increases does not exceed the amount set forth in subsection (a)(iii) above), and (iv) the identity of, the amount of the Commitment requested by, and notification information for, each proposed Additional Lender. The Borrower shall give the existing Lenders the first opportunity to provide any increase in the Commitment. (c) The Administrative Agent shall promptly notify the Designated Lenders and the Additional Lenders promptly following its receipt of the Borrower’s request pursuant to subsection (a) aboveeach Notice of Commitment Increase. Each Designated Lender shall notify the Administrative Agent within the time permitted in the Notice of Commitment Increase whether it agrees to increase its Commitment and, if so, whether by an amount equal to, greater than, or less than its Pro Rata Percentage or Applicable Participation Percentage, as the date specified by case may be, of the requested increase. Each Additional Lender shall notify the Administrative Agent (which date shall be a Business Day) that either (A) within such Designated Lender declines time period of the amount, if any, it agrees to accept its additional Commitments or (B) commit to such Designated Lender consents to accept the offered Commitmentsproposed Commitment Increase. Any Designated Lender or Additional Lender not responding on or prior to the date specified by the Administrative Agent within such time period shall be deemed to have declined to accept increase its Commitment or commit to such Commitment Increase, as the offered case may be. If more than one existing Lender offers to provide an increase in the Commitments, such increase shall be allocated among the offering Lenders according to their Pro Rata Percentages or Applicable Participation Percentages, as the case may be. (d) The Administrative Agent, in consultation with the Borrower, shall allocate the Commitments among the Lenders and, if the Lenders do not subscribe to the entire amount of the requested Commitment Increase, the Additional Lenders; provided, that no Lender or Additional Lender shall be allocated a Commitment less than $5,000,000.00. The Administrative Agent shallshall notify the Borrower, after receiving the notifications from all each Agent, each Issuing Bank, each Lender and each proposed Additional Lender of the Designated Lenders or following the date specified in the notice to such Designated Lenders, whichever is earlier, notify the Borrower and the Lenders amount of the results thereof and Commitment of each that has resulted. Such notice shall set forth the effective date and amount of any additional the Commitment Increase, the names of the Additional Lenders and their respective Commitments and the names of the existing Lenders and their respective Commitments. The effectiveness Notwithstanding anything to the contrary, no Commitment of such additional Commitments an existing Lender shall be subject increased or reduced until all consents under Section 13.17 have been received. To the extent one or more Additional Lenders are required to achieve the full amount of the requested Commitment Increase, each Additional Lender becoming a party hereto shall enter into a Joinder Agreement in substantially the form of Exhibit L to this Agreement (each, a “Joinder Agreement”) with the Borrower, the Issuing Banks and the Administrative Agent and assuming thereby to the extent set forth therein all rights and obligations of a Lender hereunder. (e) As a condition precedent that to such an increase, the Borrower shall have delivered deliver to the Administrative Agent a certificate of each Loan Party (in sufficient copies for each Lender and each Additional Lender) signed by an authorized officer of such Loan Party (i) certifying and attaching the resolutions adopted by such Loan Party approving or consenting to such increase, and (ii) in the case of the Borrower authorizing Borrower, certifying that, before and after giving effect to such additional Commitments increase, (A) the representations and warranties contained herein and the other Loan Documents are true and correct in all Governmental Approvals (if any) required material respects, except to the extent that such representations and warranties specifically refer to an earlier date, in connection with such additional Commitments, certified as being which case they were true and correct in effect all material respects as of such earlier date, and (B) no Default or Event of Default exists. On or about the effective date of such additional Commitmentsincrease, all outstanding Loans shall be reallocated among the Lenders (including any Additional Lenders) in accordance with the Lenders’ respective revised Pro Rata Percentages of the Total Commitment. (f) On each Commitment Increase Effective Date, to the extent that there are Revolving Loans outstanding as of such date, (i) each Additional Lender shall, by wire transfer of immediately available funds, deliver to the Administrative Agent such Additional Lender’s New Funds Amount, which amount, for each such Additional Lender, shall constitute Revolving Loans made by such Additional Lender to the applicable Borrower pursuant to this Agreement on such Commitment Increase Effective Date, (ii) a favorable opinion each Increasing Revolving Lender shall, by wire transfer of counsel for the Borrower as immediately available funds, deliver to such matters as any Lender through the Administrative Agent may reasonably request and (iii) a certificate signed such Increasing Revolving Lender’s New Funds Amount, which amount, for each such Increasing Revolving Lender, shall constitute Revolving Loans made by a duly authorized officer of such Increasing Revolving Lender to the Borrower, dated as of the effective date of such additional Commitments, stating that all conditions precedent to an Extension of Credit have been satisfied on and as of such effective date. (c) Promptly following the effective date of any Commitment increase applicable Borrower pursuant to this Section 2.07Agreement on such Commitment Increase Effective Date, (iiii) the Administrative Agent shall, by wire transfer of immediately available funds, pay to each then Reducing Percentage Lender its Reduction Amount, which amount, for each such Reducing Percentage Lender, shall distribute an amended Schedule I constitute a prepayment by the applicable Borrower pursuant to Section 4.3, ratably in accordance with the respective principal amounts thereof, of the principal amounts of all then outstanding Revolving Loans of such Reducing Percentage Lender, provided that the applicable Borrower shall not be required to ratably pay any Lenders other than Reducing Percentage Lenders and (iv) the applicable Borrower shall be responsible to pay to each Lender any breakage fees or costs that are payable pursuant to Section 3.5 in connection with the reallocation of any outstanding Revolving Loans. (g) For purposes of this Agreement (which shall thereafter be incorporated into this Agreement) to reflect any changes in LendersSection 4.11 and Exhibit H, the Commitments and each following defined terms shall have the following meanings: (i) “New Funds Amount” means the amount equal to the product of (A) an Additional Lender’s Commitment Percentage or an Increasing Revolving Lender’s increased Commitment, as applicable, represented as a percentage of such effective date and the Total Commitment after giving effect to any Commitment Increase, times (iiB) the Borrower shall prepay aggregate principal amount of the outstanding Revolving Borrowings (Loans immediately prior to giving effect to such Commitment Increase, if any) , as of any Commitment Increase Effective Date (without regard to any increase in full, and shall simultaneously make new the aggregate principal amount of Revolving Borrowings hereunder in an amount equal to such prepayment, so that, after giving effect thereto, the Revolving Borrowings are held ratably by the Lenders in accordance with their respective Commitments (Loans as a result of borrowings made immediately after giving effect to such Commitment increaseIncrease on such Commitment Increase Effective Date). Prepayments made under this clause ; (cii) “Reducing Percentage Lender” means, immediately prior to giving effect to any Commitment Increase, each then existing Lender that does not increase its Commitment as a result of such Commitment Increase and whose relative percentage of the Commitments shall not be subject reduced after giving effect to such Commitment Increase; and (iii) “Reduction Amount” means the notice requirements of Section 2.14. (d) Notwithstanding any provision contained herein to the contrary, from and after the date amount by which a Reducing Percentage Lender’s outstanding Revolving Loans decrease as of any Commitment increase and Increase Effective Date (without regard to the making effect of any Loans borrowings made on such date pursuant Commitment Increase Effective Date immediately after giving effect to clause (c)(ii) above, all calculations and payments of fees and of interest the Commitment Increase occurring on the Loans shall take into account the actual such Commitment of each Lender and the principal amount outstanding of each Loan made by such Lender during the relevant period of timeIncrease Effective Date).