Increase in Commitments (a) Subject to the terms and conditions set forth herein, APA shall have the right to cause from time to time an increase in the Commitments of the Lenders by up to US$500,000,000 in the aggregate (a “Commitment Increase”) by adding to this Agreement one or more additional financial institutions that are not already Lenders hereunder and that are consented to by the Administrative Agent (which consent shall not be unreasonably withheld or delayed) or by allowing one or more existing Lenders to increase their respective Commitments (each a “CI Lender”); provided, however that (i) at the time of, and after giving effect to, the Commitment Increase, no Event of Default shall have occurred which is continuing, (ii) no such Commitment Increase shall cause the total amount of the Commitments to exceed US$2,300,000,000, (iii) no Lender’s Commitment or Issuing Bank’s Letter of Credit Commitment shall be increased without such Lender’s or such Issuing Bank’s, as applicable, prior written consent (which consent may be given or withheld in such Lender’s or such Issuing Bank’s sole and absolute discretion), (iv) if, on the effective date of such increase, any Loans have been funded, then Borrower shall be obligated to pay any breakage fees or costs in connection with the reallocation of such outstanding Loans, and (v) each CI Lender shall execute a Notice of Commitment Increase and deliver such executed notice to the Administrative Agent.