Common use of Joinders Clause in Contracts

Joinders. Notwithstanding the foregoing, in the event that a subsidiary of American Electric Power Company, Inc. (an “AEP Utility”) hereafter causes any Additional Securitization Property consisting of the right to impose Additional Securitization Charges on such AEP Utility’s customers to be created and sold and pledged by the buyer thereof (the “Additional Issuer”) for the benefit of bondholders pursuant to any financing order of the applicable Commission, and such AEP Utility acts as servicer for the bonds issued pursuant to such financing order, the parties hereto agree that, upon execution and delivery to the other parties hereto of a joinder to this Agreement in substantially the form attached hereto as Exhibit B (a “Joinder”) by such AEP Utility, such Additional Issuer, such Additional Trustee, the Receivables Buyer and the Receivables Administrative Agent, the following shall apply: (i) such AEP Utility shall become a “Company”, “Securitization Property Servicer” and “Receivables Sub-Servicer” hereunder; (ii) such Additional Issuer shall become a “Bond Issuer” hereunder; and (iii) such Additional Trustee shall become a “Indenture Trustee” hereunder; provided that, if required by any Bond Agreements, the affected Joinder shall not be effective unless the applicable Rating Agency Condition (as defined below) shall have been satisfied with respect thereto. No written consent of any other Company, Bond Issuer or Indenture Trustee shall be required for the effectiveness of any Joinder. A Joinder meeting the requirements of this Section 12(b) is referred to herein as an “Effective Joinder”.

Joinders. Notwithstanding Commencing on the foregoingdate hereof, in and continuing until the event fifth Business Day thereafter, any entity that is (a) a subsidiary of American Electric Power Company, Inc. (an “AEP Utility”) hereafter causes any Additional Securitization Property consisting member of the right Ad Hoc Group of Unsecured Noteholders may, subject to impose Additional Securitization Charges on such AEP Utility’s customers the consent of the Initial Unsecured Commitment Parties holding at least 662/3% of the Unsecured Commitments or (b) a member of the Ad Hoc Group of Second Lien Noteholders may, subject to be created and sold and pledged by the buyer thereof (consent of the “Additional Issuer”) for Initial Secured Commitment Parties holding at least 662/3% of the benefit of bondholders Secured Commitments, pursuant to any financing order of the applicable Commission, and such AEP Utility acts as servicer for the bonds issued pursuant to such financing order, the parties hereto agree that, upon execution and delivery to the other parties hereto of a joinder to this Agreement agreement substantially in substantially the form attached hereto as Exhibit B Annex A (a “JoinderJoinder Agreement”) ), agree to join in and become bound by this Commitment Letter as a Commitment Party having an Unsecured Backstop Commitment Percentage and/or Secured Backstop Commitment Percentage, as applicable, at such AEP Utility, such Additional Issuer, such Additional Trustee, the Receivables Buyer and the Receivables Administrative Agent, the following shall apply: (i) such AEP Utility shall become a “Company”, “Securitization Property Servicer” and “Receivables Sub-Servicer” hereunder; (ii) such Additional Issuer shall become a “Bond Issuer” hereunder; and (iii) such Additional Trustee shall become a “Indenture Trustee” hereunder; provided that, if required by any Bond Agreements, the affected Joinder shall not be effective unless the applicable Rating Agency Condition Joining Commitment Party’s (as defined below) shall have been satisfied with respect thereto. No written consent option, not to exceed its applicable Maximum Backstop Commitment Percentage (as defined below), and upon delivery by such entity and the Company of any other Companya duly executed Joinder Agreement, Bond Issuer or Indenture Trustee such entity shall be required for the effectiveness of any Joinder. A Joinder meeting the requirements of this Section 12(bfully bound as an Unsecured Commitment Party (a “Joining Unsecured Commitment Party”) is and/or as a Secured Commitment Party (a “Joining Secured Commitment Party” and, all such Joining Unsecured Commitment Parties and Joining Secured Commitment Parties being collectively referred to herein as “Joining Commitment Parties”) hereunder for all purposes of this Commitment Letter, provided, that (i) the Joining Commitment Party is an “Effective Joinderaccredited investor” within the meaning of Rule 501(a) of the Securities Act of 1933, as amended (the “Securities Act”) or a “qualified institutional buyer” within the meaning of Rule 144A of the Securities Act, and shall have provided the Debtors evidence of the foregoing to the Debtors’ reasonable satisfaction, (ii) the Joining Commitment Party shall have provided to the Debtors proof of its holdings of Allowed LINN Second Lien Notes Claims and/or Allowed LINN Unsecured Notes Claims that is reasonably satisfactory to the Debtors, (iii) the Joining Commitment Party shall have delivered to the Debtors a duly executed joinder to the Restructuring Support Agreement, and (iv) the Joining Commitment Party shall have deposited with an agent of the Debtors or into an escrow account under arrangements satisfactory to the Debtors funds sufficient, in the reasonable determination of the Debtors, to satisfy such Joining Commitment Party’s Commitment, unless the Debtors shall have determined, in their reasonable discretion, that the Joining Commitment Party is capable of fulfilling such obligations. Upon the entry by the Joining Commitment Party into a Joinder Agreement in accordance with the foregoing, the Company shall update (x) Schedule IA hereto to reflect the Joining Commitment Parties’ Unsecured Backstop Commitment Percentage and/or Schedule IB hereto to reflect the Joining Commitment Parties’ Secured Backstop Commitment Percentage, as applicable, with a corresponding decrease pro rata in the Unsecured Backstop Commitment Percentages and/or Secured Backstop Commitment Percentages, as applicable, of the Initial Commitment Parties party hereto as of the date of entry into the Joinder Agreement, and such updates shall not constitute an amendment to this Commitment Letter. The Company shall provide a copy of any such Joinder Agreement and any updates to Schedules IA and IB hereto to counsel to the Commitment Parties promptly, and in any event within one (1) Business Day following the entry into a Joinder Agreement.

Joinders. Notwithstanding the foregoing(a) ▇▇▇▇▇▇ LLC hereby assumes, in the event that a subsidiary of American Electric Power Companyand agrees to perform, Inc. (an “AEP Utility”) hereafter causes any Additional Securitization Property consisting of the right to impose Additional Securitization Charges on such AEP Utility’s customers to be created and sold and pledged by the buyer thereof (the “Additional Issuer”) for the benefit of bondholders pursuant to any financing order Agent and Lenders, all of the applicable CommissionLiabilities of a Borrower and a Loan Party under the Loan Agreement, as direct and primary obligations of ▇▇▇▇▇▇ LLC (including any such Liabilities that may have accrued prior to the date hereof), and such AEP Utility acts further agrees that it shall comply with and be fully bound by the terms of the Loan Agreement as servicer a Borrower and a Loan Party as if it had been a signatory thereto as of the date thereof; provided that the representations and warranties made by ▇▇▇▇▇▇ LLC thereunder shall be deemed true and correct as of the date of this Amendment. (b) Eagle LLC hereby assumes, and agrees to perform, for the bonds issued pursuant to benefit of Agent and Lenders, all of the Liabilities of a Loan Party under the Loan Agreement, as direct and primary obligations of Eagle LLC (including any such financing order, the parties hereto agree that, upon execution and delivery Liabilities that may have accrued prior to the other parties hereto date hereof), and further agrees that it shall comply with and be fully bound by the terms of the Loan Agreement as a joinder Loan Party as if it had been a signatory thereto as of the date thereof; provided that the representations and warranties made by Eagle LLC thereunder shall be deemed true and correct as of the date of this Amendment. (c) Each of the following Exhibits and Schedules to this the Loan Agreement is hereby amended and restated in substantially its entirety to read as provided on the form Exhibits and Schedules attached hereto as corresponding thereto: Exhibit B (a “Joinder”A — Business and Collateral Locations Exhibit E — Notice Information Schedule 11(f) by such AEP Utility— Corporate Organizational Numbers Schedule 11(j) — Names & Trade Names Schedule 11(p) — Parent, such Additional Issuer, such Additional Trustee, the Receivables Buyer and the Receivables Administrative Agent, the following shall apply: (i) such AEP Utility shall become a “Company”, “Securitization Property Servicer” and “Receivables Sub-Servicer” hereunder; (ii) such Additional Issuer shall become a “Bond Issuer” hereunder; and (iii) such Additional Trustee shall become a “Indenture Trustee” hereunder; provided that, if required by any Bond Agreements, the affected Joinder shall not be effective unless the applicable Rating Agency Condition (as defined below) shall have been satisfied with respect thereto. No written consent of any other Company, Bond Issuer or Indenture Trustee shall be required for the effectiveness of any Joinder. A Joinder meeting the requirements of this Section 12(b) is referred to herein as an “Effective Joinder”.Subsidiaries And Affiliates

Joinders. Notwithstanding Within five (5) days after the foregoingdate hereof, in the event that a subsidiary of American Electric Power Company, Inc. (an “AEP Utility”) hereafter causes any Additional Securitization Property consisting Company and the Founder Seller shall provide copies of the right execution version of this Agreement to impose Additional Securitization Charges on and take commercially reasonable efforts to obtain executed Joinders from all shareholders of the Company that do not execute this Agreement as of the date hereof. The Company and the Founder Seller shall keep Buyer reasonably informed about the progress in obtaining Joinders and Buyer shall provide reasonable assistance in this regard, including, answering any questions regarding this Agreement; it being understood that Buyer shall be under no obligation to make any revisions to the Agreement or the terms hereof in order to obtain any such AEP Utility’s customers Joinder. The Company and the Founder Seller shall provide Buyer with all executed Joinders that the Company and the Founder Seller have obtained promptly after receipt. If it is subsequently determined that the Company and the Founder Seller are unable to obtain the necessary Joinders from any of the shareholders, the Company and the Founder Seller shall consult with Buyer with the understanding that the Company shall promptly, if reasonably determined by the Company or the Founder Seller to be created and sold and pledged necessary or as otherwise as requested by Buyer, redeem any Stock of any Seller in accordance with the buyer thereof (terms of the “Additional Issuer”) Shareholder’s Agreement or in accordance with such other terms as may be agreed to by such shareholder, provided that in such event the Company obtains for the benefit of bondholders pursuant Buyer and Parent a release from any such shareholder of all prior claims against the Company under the Shareholder’s Agreement or otherwise in a form reasonably satisfactory to Buyer; it being understood that notwithstanding anything else contained herein, it is understood and agreed that the Company and the Sellers shall be obligated to deliver all the Stock outstanding at the Closing to Buyer. To the extent the Company redeems any financing order such Stock prior to the Closing, such Stock shall be retired and no longer deemed issued and outstanding in connection with the calculation of the applicable Commission, and such AEP Utility acts as servicer for the bonds issued pursuant to such financing order, the parties hereto agree that, upon execution and delivery to the other parties hereto of a joinder to this Agreement in substantially the form attached hereto as Exhibit B (a “Joinder”) by such AEP Utility, such Additional Issuer, such Additional Trustee, the Receivables Buyer and the Receivables Administrative Agent, the following shall apply: (i) such AEP Utility shall become a “Company”, “Securitization Property Servicer” and “Receivables Sub-Servicer” hereunder; (ii) such Additional Issuer shall become a “Bond Issuer” hereunder; and (iii) such Additional Trustee shall become a “Indenture Trustee” hereunder; provided that, if required by any Bond Agreements, the affected Joinder shall not be effective unless the applicable Rating Agency Condition (as defined below) shall have been satisfied with respect thereto. No written consent of any other Company, Bond Issuer or Indenture Trustee shall be required for the effectiveness of any Joinder. A Joinder meeting the requirements of this Section 12(b) is referred to herein as an “Effective Joinder”Per Share Amount.

Joinders. Notwithstanding Upon consummation of the foregoingPetra Acquisition, with respect to each direct or indirect Restricted Subsidiary of the Borrower on the Fourth Amendment Effective Date (after giving effect to the consummation of the Petra Acquisition) (other than (1) any Excluded Subsidiary, (2) any Production Sharing Entity and (3) any Restricted Subsidiary that is a Guarantor immediately prior to this Amendment), the Administrative Agent (or its counsel) shall have received copies of (a) a supplement to the Guarantee, substantially in the form of Annex A to the Guarantee, in order for each such Restricted Subsidiary to become a Guarantor, (b) a supplement to the event Collateral Agreement, substantially in the form of Exhibit A to the Collateral Agreement, in order for each such Restricted Subsidiary to become a grantor and a pledgor thereunder, (c) a counterpart to the Intercompany Note from each such Restricted Subsidiary and (d) Mortgages from each applicable Restricted Subsidiary that grants to the Collateral Agent as security for the Obligations an Acceptable Security Interest on Oil and Gas Properties not already subject to a subsidiary of American Electric Power Company, Inc. (an “AEP Utility”) hereafter causes any Additional Securitization Property consisting Lien of the right to impose Additional Securitization Charges on Security Documents such AEP Utility’s customers to be created and sold and pledged by that, after giving effect thereto, the buyer thereof (the “Additional Issuer”) for the benefit of bondholders pursuant to any financing order PV-9 of the applicable Commission, and such AEP Utility acts Mortgaged Properties (calculated as servicer for of the bonds issued pursuant to such financing order, Fourth Amendment Effective Date) meets the parties hereto agree that, upon execution and delivery to Collateral Coverage Minimum (with the other parties hereto of a joinder to this Agreement in substantially Collateral Coverage Minimum being calculated based on the form attached hereto as Exhibit B (a “Joinder”) by such AEP Utility, such Additional Issuer, such Additional Trustee, the Receivables Buyer and the Receivables Administrative Agent, the following shall apply: (i) such AEP Utility shall become a “Company”, “Securitization Property Servicer” and “Receivables Sub-Servicer” hereunder; (ii) such Additional Issuer shall become a “Bond Issuer” hereunder; and (iii) such Additional Trustee shall become a “Indenture Trustee” hereunder; provided that, if required by any Bond Agreements, the affected Joinder shall not be effective unless the applicable Rating Agency Condition Fourth Amendment Effective Date Reserve Reports (as defined below)), in each case duly executed by each Credit Party party thereto, together with evidence that all other actions, recordings and filings required by the Security Documents as of the Fourth Amendment Effective Date to (A) create the Liens intended to be created by any Security Document and perfect such Liens to the extent required by, and with the priority required by, such Security Document and (B) comply with Section 9.10 of the Credit Agreement, in each case shall have been satisfied with respect theretodelivered, taken, completed or otherwise provided for in a manner reasonably satisfactory to the Administrative Agent. No written consent All Equity Interests directly owned by the Borrower or any Subsidiary Grantor, in each case as of the Fourth Amendment Effective Date after giving effect to the transactions contemplated hereunder, shall have been pledged pursuant to the Collateral Agreement (except that such Credit Parties shall not be required to pledge any Excluded Equity Interests). Notwithstanding any provision in this Amendment or any other CompanyCredit Document to the contrary, Bond Issuer (i) in no event is any Building (as defined in the applicable Flood Insurance Regulation) or Indenture Trustee Manufactured (Mobile) Home (as defined in the applicable Flood Insurance Regulation) included in the definition of “Mortgaged Property” in the Credit Agreement and no Building or Manufactured (Mobile) Home is hereby encumbered by this Amendment, the Credit Agreement or any other Credit Document, (ii) control agreements required by the Credit Documents shall be required for to be entered into or delivered, and Mortgages required by the effectiveness Credit Documents shall be required to be recorded, on or before the date that is thirty (30) days after the Fourth Amendment Effective Date (or such later date as the Administrative Agent may agree), (iii) certificated Equity Interests or any other possessory collateral shall be required to be delivered on or before the date that is fifteen (15) days after the Fourth Amendment Effective Date (or such later date as the Administrative Agent may agree) and (iv) updated copies of any Joinder. A Joinder meeting insurance certificates evidencing the requirements insurance required to be maintained by the Borrower and the Subsidiaries pursuant to Section 9.3 of this Section 12(bthe Credit Agreement shall be required to be delivered on or before the date that is thirty (30) is referred to herein days after the Fourth Amendment Effective Date (or such later date as an “Effective Joinder”the Administrative Agent may agree).