Common use of REPRESENTATIONS AND WARRANTIES TO COLLATERAL AGENT Clause in Contracts

REPRESENTATIONS AND WARRANTIES TO COLLATERAL AGENT. HOLDER COVENANTS 107 Section 14.01 Representations and Warranties 107 Section 14.02 Covenants 108 ARTICLE XV THE COLLATERAL AGENT, THE CUSTODIAL AGENT AND THE SECURITIES INTERMEDIARY 108 Section 15.01 Appointment, Powers and Immunities 108 Section 15.02 Instructions of the Company 109 Section 15.03 Reliance by Collateral Agent, Custodial Agent and Securities Intermediary 110 Section 15.04 Certain Rights 110 Section 15.05 Merger, Conversion, Consolidation or Succession to Business 111 Section 15.06 Rights in Other Capacities 111 Section 15.07 Non-reliance on the Collateral Agent, Custodial Agent And Securities Intermediary 111 Section 15.08 Compensation and Indemnity 111 Section 15.09 Failure to Act 112 Section 15.10 Resignation of Collateral Agent, the Custodial Agent and the Securities Intermediary 113 Section 15.11 Right to Appoint Agent or Advisor 114 Section 15.12 Survival 114 Section 15.13 Exculpation 114 Section 15.14 Expenses, Etc. 114 Section 15.15 Force Majeure 115 ARTICLE XVI MISCELLANEOUS 115 Section 16.01 Security Interest Absolute 115 Section 16.02 Notice of Termination Event 116 Section 16.03 PATRIOT ACT 116 EXHIBITS Exhibit A — Form of Corporate Units Certificate Exhibit B — Form of Treasury Units Certificate Exhibit C — Instruction to Purchase Contract Agent From Holder (To Create Treasury Units or Corporate Units) Exhibit D — Notice from Purchase Contract Agent to Holders Upon Termination Event (Transfer of Collateral upon Occurrence of a Termination Event) Exhibit E — Notice to Settle with Cash Exhibit F — Instruction from Purchase Contract Agent to Collateral Agent (Creation of Treasury Units) Exhibit G — Instruction from the Collateral Agent to the Securities Intermediary (Creation of Treasury Units) Exhibit H — Instruction from Purchase Contract Agent to Collateral Agent (Re-creation of Corporate Units) Exhibit I — Instruction from Collateral Agent to Securities Intermediary (Re-creation of Corporate Units) Exhibit J — Notice to Settle with Cash from Purchase Contract Agent to Collateral Agent (Cash Settlement Amounts) Exhibit K — Instruction to Custodial Agent Regarding Remarketing Exhibit L — Instruction to Custodial Agent Regarding Withdrawal from Remarketing Exhibit M — Notice to Settle with Cash After Failed Final Remarketing Exhibit N — Notice from Purchase Contract Agent to Collateral Agent (Settlement with Separate Cash) Exhibit O — Notice of Settlement with Separate Cash from Securities Intermediary to Purchase Contract Agent (Settlement with Separate Cash) Exhibit P — Form of Remarketing Agreement PURCHASE CONTRACT AND PLEDGE AGREEMENT, dated as of March 19, 2019, among AMERICAN ELECTRIC POWER COMPANY, INC., a corporation duly organized and existing under the laws of New York (the “Company”), THE BANK OF NEW YORK MELLON TRUST COMPANY, N.A., acting as purchase contract agent for, and, for purposes of the Pledge created hereby, as attorney-in-fact of, the Holders from time to time of the Units (in such capacities, together with its successors and assigns in such capacities, the “Purchase Contract Agent”), as collateral agent hereunder for the benefit of the Company (in such capacity, together with its successors in such capacity, the “Collateral Agent”), as custodial agent (in such capacity, together with its successors in such capacity, the “Custodial Agent”), and as securities intermediary (as defined in Section 8-102(a)(14) of the UCC) with respect to the Collateral Account (in such capacity, together with its successors in such capacity, the “Securities Intermediary”).

REPRESENTATIONS AND WARRANTIES TO COLLATERAL AGENT. HOLDER COVENANTS 107 75 Section 14.01 Representations and Warranties 107 75 Section 14.02 Covenants 108 75 ARTICLE XV 15 THE COLLATERAL AGENT, THE CUSTODIAL AGENT AND THE SECURITIES INTERMEDIARY 108 76 Section 15.01 Appointment, Powers and Immunities 108 76 Section 15.02 Instructions of the Company 109 77 Section 15.03 Reliance by Collateral Agent, Custodial Agent and Securities Intermediary 110 77 Section 15.04 Certain Rights 110 77 Section 15.05 Merger, Conversion, Consolidation or Succession to Business 111 77 Section 15.06 Rights in Other Capacities 111 78 Section 15.07 Non-reliance on the Collateral Agent, Custodial Agent And and Securities Intermediary 111 78 Section 15.08 Compensation and Indemnity 111 78 Section 15.09 Failure to Act 112 79 Section 15.10 Resignation of Collateral Agent, the Custodial Agent and the Securities Intermediary 113 79 Section 15.11 Right to Appoint Agent or Advisor 114 80 Section 15.12 Survival 114 81 Section 15.13 Exculpation 114 81 Section 15.14 Expenses, Etc. 114 Etc 81 Section 15.15 Force Majeure 115 81 ARTICLE XVI 16 MISCELLANEOUS 115 82 Section 16.01 Security Interest Absolute 115 82 Section 16.02 Notice of Termination Event 116 Section 16.03 PATRIOT ACT 116 EXHIBITS 82 Exhibit A — - Form of Corporate Units Certificate Exhibit B — - Form of Treasury Units Certificate Exhibit C — - Instruction to Purchase Contract Agent From Holder (To Create Treasury Units or Corporate Units) Exhibit D — - Notice from Purchase Contract Agent to Holders Upon Termination Event (Transfer of Collateral upon Occurrence of a Termination Event) Exhibit E — - Notice to Settle with of Cash Settlement Exhibit F — - Instruction from Purchase Contract Agent to Collateral Agent (Creation of Treasury Units) Exhibit G — - Instruction from the Collateral Agent to the Securities Intermediary (Creation of Treasury Units) Exhibit H — - Instruction from Purchase Contract Agent to Collateral Agent (Re-creation Recreation of Corporate Units) Exhibit I — - Instruction from Collateral Agent to Securities Intermediary (Re-creation Recreation of Corporate Units) Exhibit J — - Notice to Settle with of Cash Settlement from Purchase Contract Agent to Collateral Agent (Cash Settlement Amounts) Exhibit K — - Instruction to Custodial Agent Regarding Remarketing Exhibit L — - Instruction to Custodial Agent Regarding Withdrawal from Remarketing Exhibit M — - Notice to Settle with of Cash After Failed Final Remarketing Settlement Exhibit N — - Notice from Purchase Contract Agent to Collateral Agent (Settlement with Separate Cash) Exhibit O — - Notice of Settlement with Separate Cash from Securities Intermediary to Purchase Contract Agent (Settlement with Separate Cash) Exhibit P — - Form of Remarketing Agreement PURCHASE CONTRACT AND PLEDGE AGREEMENT, dated as of March 1916, 20192009, among AMERICAN ELECTRIC POWER COMPANY▇▇▇▇▇▇▇ Controls, INC.Inc., a Wisconsin corporation duly organized and existing under the laws of New York (the “Company”), THE BANK OF NEW YORK MELLON TRUST COMPANYU.S. Bank National Association, N.A.a national banking association, acting as purchase contract agent for, and, for purposes of the Pledge created hereby, and as attorney-in-fact of, the Holders from time to time of the Units (in such capacities, together with its successors and assigns in such capacities, the “Purchase Contract Agent”), and U.S. Bank National Association, as collateral agent hereunder for the benefit of the Company (in such capacity, together with its successors in such capacity, the “Collateral Agent”), as custodial agent (in such capacity, together with its successors in such capacity, the “Custodial Agent”), and as securities intermediary (as defined in Section 8-102(a)(14) of the UCC) with respect to the Collateral Account (in such capacity, together with its successors in such capacity, the “Securities Intermediary”).