Common use of Increase of the Commitments Clause in Contracts

Increase of the Commitments. (a) 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 from time to time as follows: (i) the Borrower shall designate one or more financial institutions acceptable to the Agent (which acceptance will not be unreasonably withheld), to assume Facility LC Commitments in an aggregate amount equal to the amount of such increase and (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 Pro Rata Shares (determined after giving effect to such designations). In the event of the designation by the Borrower of a financial institution pursuant to clause (i) of the preceding sentence (each financial institution being so designated being referred to herein as an “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.

Increase of the Commitments. (a) Subject to Section 2.21(b) below, the amount of the Aggregate Facility LC Commitment Borrower Representative 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 from time to time as follows: after the Closing Date, with the consent of Agent and upon at least thirty (i30) the Borrower shall designate one or more financial institutions acceptable days’ prior written notice to the Agent (which acceptance will not be unreasonably withheldwho shall promptly provide a copy of such notice to each Lender), propose to assume Facility LC increase the Revolving Loan Commitments in by up to an aggregate amount equal 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 amount of such increase and (ii) on the date Revolving Loan Commitments theretofore in effect except that such increase becomes effective, Revolving Credit Loans shall be repaid and/or borrowed to the extent necessary 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 that they notice, to elect by written notice to the Borrower Representative and the Agent, to commit to make all or a portion of such 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 (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 held by the Lenders ratably in proportion to their respective Pro Rata Shares (determined after giving effect to such designations). In the event of the designation by the Borrower of a financial institution pursuant to clause (i) of the preceding sentence (each financial institution being so designated being referred to herein as an “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 made in its reasonable sole 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 independently from any Lender be required to become an Assuming other Lender.

Increase of the Commitments. (a) Subject to Section 2.21(b) belowThe Company, with the consent of the Agent, may at any time arrange an increase in the aggregate amount of the Aggregate Commitment and the "Aggregate Commitment" as defined in the Facility LC A Credit Agreement (a "Commitment Increase"), 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 an earlier date at least three days before the 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 increased up achieved through the increase of the Commitments of one or more of the Banks (each such Bank that is willing to increase its Commitment hereunder being an amount "Increasing Bank") or the addition of one or more other Eligible Assignees as Assuming Banks and as parties to this Agreement; provided, however, that (immediately 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 Increasing Bank, 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 such increasethe Commitment Increase, each Bank (including the Assuming Banks and the Increasing Banks) not to exceed shall have the difference same percentage of (x) $1,614,000,000 minus (y) the Aggregate Facility LC Commitment on as it holds in 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 from time to time "Aggregate Commitment" as follows: (i) the Borrower shall designate one or more financial institutions acceptable to the Agent (which acceptance will not be unreasonably withheld), to assume Facility LC Commitments defined in an aggregate amount equal to the amount of such increase and (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 Pro Rata Shares (determined after giving effect to such designations). In the event of the designation by the Borrower of a financial institution pursuant to clause (i) of the preceding sentence (each financial institution being so designated being referred to herein as an “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 LenderA Credit Agreement.

Increase of the Commitments. (ai) Subject So long as no Event of Default has occurred and is continuing, the Administrative Borrower may request the right to Section 2.21(beffectuate increases in the Commitments (any such increase, a “Commitment Increase”), by an aggregate additional amount of up to $175,000,000 for all such Commitment Increases (the “Commitment Increase Cap”), during the term of this Agreement by delivering a Notice of Requested Commitment Increase to the Administrative Agent, provided that, in each case: (A) beloweach 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), 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 that has agreed to become a Lender in respect of all or a portion of the Commitment Increase, if any (a “New Lender”); (C) the proposed Commitment Increase, together with any prior Commitment Increases, shall not exceed the Commitment Increase Cap and (D) each Lender (determined before giving effect to such Commitment Increase), shall have been given written notice at least fifteen (15) days prior to the requested date 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 Aggregate Facility LC proposed Commitment Increase remains in excess of the commitments provided by the Lenders (determined before giving effect to such Commitment Increase), may the Borrowers be increased up permitted to an solicit potential New Lenders. Each Notice of Requested Commitment Increase shall specify: (1) the amount of the proposed Commitment Increase and (immediately 2) the requested date of the proposed Commitment Increase (which shall be at least thirty (30) days from the date of delivery of the Notice of Requested Commitment Increase). Each Notice of Requested Commitment Increase shall be binding on all Borrower Parties. Upon the effective date of any Commitment Increase, the Administrative Borrower shall deliver to the 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 such increasethe Commitment Increase, in compliance with each Financial Covenant, (2) not to exceed the difference no Default or Event of Default then exists or would be caused thereby and (x3) $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 from time other conditions precedent in Section 4.2 shall have been met. No Commitment Increase shall be effective until the Administrative Agent shall have received amendments to time as follows: (i) this Agreement and the Borrower shall designate one other Loan Documents, commitments of Lenders or more financial institutions acceptable to the Agent (which acceptance will not be unreasonably withheld), to assume Facility LC Commitments New Lenders in an aggregate amount equal to such Commitment Increase, Lender Agreements for each Lender or New Lender committing to such Commitment Increase, any upfront fees to be paid to the amount of Lenders committing to such increase and (ii) on the date that such increase becomes effectiveCommitment Increase, and, if requested, opinion letters, 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 Pro Rata Shares (determined after giving effect to such designations). In the event of the designation by the Borrower of a financial institution pursuant to clause (i) of the preceding sentence (each financial institution being so designated being referred to herein as an “Assuming Lender”), and subject to the execution and delivery to the Agent by the Borrower Loan Notes and such Assuming Lender of documentation other agreements, documents and instruments requested by and reasonably 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 Permitted Discretion evidencing and setting forth the amount conditions 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 LenderIncrease.

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") Subject 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 to Section 2.21(bthe Agent and the Banks not less than twenty (20) belowBusiness Days prior to the date the Borrower requests that such Revolver Increase take effect (the "Revolver Increase Date"). Except as expressly provided in this (S)2.1.2, no increase of the Total Commitment pursuant to this (S)2.1.2 shall be effective unless such request has been approved in writing by the Majority Banks, and no increase in any Bank's Commitment shall be effective unless such request has been approved in writing by such Bank. If on or prior to five (5) Business Days prior to the Revolver Increase Date the Majority Banks fail to consent to the Revolver Increase, the Total Commitment and each Bank's Commitment shall remain as set forth on Schedule 1 as of the Closing Date. If on or prior to ten (10) Business Days prior to the Revolver Increase Date the Majority Banks consent to the Revolver Increase and all of the 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 prior to ten (10) Business Days prior to the 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 the Borrower and the other Banks, and any Bank which has already consented to increase its Commitment by its pro rata share of the Revolver Increase shall be permitted to increase its Commitment by an amount equal to the Unfunded Portion, provided, however, in the event the amount by which Banks requesting to increase their respective Commitments exceed 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)Unfunded Portion, at the request of the Borrower from time to time as follows: (i) the Borrower shall designate one or more financial institutions acceptable to the Agent (which acceptance will not be unreasonably withheld), to assume Facility LC Commitments shall allocate the Unfunded Portion among the Banks requesting an increase in an aggregate amount equal to the amount of such increase and (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 Pro Rata Shares (determined after giving effect to such designations)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 (which shall be an Eligible Assignee) be permitted to become a Bank hereunder with a Commitment of not more than the Unfunded Portion, which lender shall become a party hereto with all the rights and obligations of a Bank upon the approval of the designation Agent and the 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, if any, and 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, the Commitment of each Bank and the Commitment Percentage of each Bank. Prior to the Revolver Increase Date, the Borrower of a financial institution pursuant to clause (i) of the preceding sentence (each financial institution being so designated being referred to herein as an “Assuming Lender”), shall execute and subject to the execution and delivery deliver to the Agent by all supplemental agreements, certificates and documents as the Borrower Agent and such Assuming Lender of documentation satisfactory the Banks shall reasonably request (including without limitation, replacement Revolving Credit Notes) to give effect 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 Lenderforegoing provision.

Increase of the Commitments. (a) Subject to Section 2.21(b) below, the 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) $1,614,000,000 1,950,000,000 minus (y) the Aggregate Facility LC Commitment on the Restatement Effective Date minus (z) the aggregate amount of all outstanding Supplemental Credit Facilities Indebtedness permitted by Section 6.11(p), at the request of the Borrower from time to time as follows: (i) the Borrower shall designate one or more financial institutions acceptable to the Agent (which acceptance will not be unreasonably withheld), to assume Facility LC Commitments, Revolving Loan Commitments and Commitments in an aggregate amount equal to the amount of such increase and (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 Pro Rata Shares (determined after giving effect to such designations). In the event of the designation by the Borrower of a financial institution pursuant to clause (i) of the preceding sentence (each financial institution being so designated being referred to herein as an “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.

Increase of the Commitments. (a) Subject to Section 2.21(b) below, the amount of the Aggregate Facility LC Commitment Borrower Representative 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 from time to time as follows: (i) after the Borrower shall designate one or more financial institutions acceptable Closing Date, upon at least 30 days’ prior written notice to the Agent (which acceptance will not be unreasonably withheldwho shall promptly provide a copy of such notice to each Lender), propose to assume Facility LC increase the Revolving Loan Commitments in by up to an aggregate amount equal 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 amount of such increase and (ii) on the date Revolving Loan Commitments theretofore in effect except that such increase becomes effective, Revolving Credit Loans shall be repaid and/or borrowed to the extent necessary 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 that they notice, to elect by written notice to the Borrower Representative and the Agent, to commit to make all or a portion of such 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 (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 held by the Lenders ratably in proportion to their respective Pro Rata Shares (determined after giving effect to such designations). In the event of the designation by the Borrower of a financial institution pursuant to clause (i) of the preceding sentence (each financial institution being so designated being referred to herein as an “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 made in its reasonable sole 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 independently from any Lender be required to become an Assuming other Lender.

Increase of the Commitments. (a) Subject to Section 2.21(b) below, the amount of the Aggregate Facility LC Commitment may be increased up to by an amount (immediately after giving effect to such increase) not to exceed the difference of (x) exceeding $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), 200,000,000 at the request of the Borrower from time to time as follows: (i) the Borrower shall designate one or more financial institutions acceptable to the Administrative Agent (which acceptance will not be unreasonably withheld), to assume Facility LC Commitments in an aggregate amount equal to the amount of such increase and (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 Pro Rata Shares (determined after giving effect to such designations). In the event of the designation by the Borrower of a financial institution pursuant to clause (i) of the preceding sentence (each financial institution being so designated being referred to herein as an “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 Facility LCs 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 Facility LCs 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.

Increase of the Commitments. (ai) Subject Entergy may, by written notice to Section 2.21(bthe Agent (an "Increase Notice") belowsubstantially in the form of Schedule 2.05(b) hereto, request that the amount of the Aggregate Facility LC Commitment may aggregate Commitments be increased up to the amount specified therein, which shall be an amount (immediately after giving effect to such increase) integral multiple of $5,000,000 and shall not to exceed the difference of (x) be greater than $1,614,000,000 minus (y) the Aggregate Facility LC Commitment 300,000,000 effective on the Restatement Effective Date minus date specified in such Increase Notice (zthe "Increase Date"), which shall be a Business Day occurring not less than 25 (unless otherwise agreed to in writing by the Lenders and the Agent) nor more than 30 days after the date on which the Increase Notice shall have been given, and such notice shall specify the requested amount by which the aggregate amount of all outstanding Supplemental Credit Facilities permitted 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 Section 6.11(p), at which the request aggregate amount of the Borrower 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 time Entergy, the Agent shall notify the Lenders of the contents thereof. If applicable, each Lender shall provide written notice to time 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 Agent to reflect the increase, if any, in the Commitment of any existing Lender and the identity and Commitments of such new lenders and such new lenders shall be and become Lenders hereunder for all purposes hereof and of the Loan Documents. In connection with any such increase, the Borrowers shall execute and deliver new Notes to appropriately reflect such new Commitments and the Lenders (including such new lenders) shall effect such purchases and sales among themselves of portions of the outstanding Loans as follows: (i) shall be necessary to reflect such Commitments, as specified by the Agent, and, in connection with such purchases and sales, the applicable Borrower shall designate one or more financial institutions acceptable pay to the Agent (which acceptance will not be unreasonably withheld), to assume Facility LC Commitments in each affected Lender an aggregate amount equal to the amount of such increase and (ii) on the date that such increase becomes effective, Revolving Credit Loans shall be repaid and/or borrowed Borrower would have had to the extent necessary such that they shall be held by the Lenders ratably in proportion to their respective Pro Rata Shares (determined after giving effect to such designations). In the event of the designation by the Borrower of a financial institution pay pursuant to clause (iSection 9.04(b) of the preceding sentence (each financial institution being so designated being referred to herein as an “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 Loans, or portions thereof, were prepaid on 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 LenderIncrease Date.

Increase of the Commitments. (a) Subject to Section 2.21(b) belowAfter the Closing Date, the Borrower may on one or more occasions, by written notice to the Administrative Agent and executed by the Borrower and one or more financial institutions (any such financial institution referred to in this paragraph (a) being called a “Designated Lender”), 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 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 this paragraph (a) 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 (A) be subject to the Aggregate Facility 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 documentation as the Administrative Agent shall reasonably specify to evidence the Commitment may be increased up or Commitments of such Designated Lender and/or its status as a Lender hereunder, (iv) immediately prior to an amount (and immediately after giving effect to such proposed increase) not to exceed the difference , no Default or Event of Default shall have occurred and be continuing, and (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 from time to time as follows: (iv) the Borrower shall designate one or more financial institutions acceptable have delivered the documents and certificates required by clauses (1) – (3) below. Extensions of new Commitments and increases in existing Commitments pursuant to the Agent this paragraph (which acceptance will not be unreasonably withheld), to assume Facility LC Commitments in an aggregate amount equal to the amount of such increase and (iia) shall become effective on the date specified in the applicable notice delivered by the Borrower. The Borrower shall deliver (1) a certificate signed by a duly authorized officer of the Borrower to the Administrative Agent, dated as of the effective date of such additional Commitments, stating that all 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 a Borrowing or Swingline Borrowing being deemed to be references to the increase becomes effectiveof 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, Revolving Credit Loans in which case such representation and warranty shall be repaid and/or borrowed 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 extent necessary increase in the Commitments and (3) if requested by a Designated Xxxxxx, such that they shall be held by the Lenders ratably in proportion to their respective Pro Rata Shares (determined after giving effect to such designations). In the event opinions of the designation by counsel for the Borrower of a 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 clause this paragraph (ia) of the preceding sentence (each financial institution being so designated being referred to herein as an “Assuming Lender”)may elect or decline, 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 sole discretion, to effect provide 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 LenderCommitment.

Increase of the Commitments. (a) Subject to Section 2.21(b) below, the amount of the Aggregate Facility LC Commitment Borrower Representative 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 from time to time as follows: after the Closing Date, upon at least thirty (i30) the Borrower shall designate one or more financial institutions acceptable days’ prior written notice to the Agent (which acceptance will not be unreasonably withheldwho shall promptly provide a copy of such notice to each Lender), propose to assume Facility LC increase the Revolving Loan Commitments in by up to an aggregate amount equal 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 amount of such increase and (ii) on the date Revolving Loan Commitments theretofore in effect except that such increase becomes effective, Revolving Credit Loans shall be repaid and/or borrowed to the extent necessary 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 that they notice, to elect by written notice to the Borrower Representative and the Agent, to commit to make all or a portion of such 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 (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 held by the Lenders ratably in proportion to their respective Pro Rata Shares (determined after giving effect to such designations). In the event of the designation by the Borrower of a financial institution pursuant to clause (i) of the preceding sentence (each financial institution being so designated being referred to herein as an “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 made in its reasonable sole 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 independently from any Lender be required to become an Assuming other Lender.

Increase of the Commitments. (a) Subject The Borrower may, from time to time, provided that no Default or Event of Default has occurred and is continuing, request by notice to the Administrative Agent, to increase the Commitments 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 $250,000,000, by designating one or more Eligible Assignees (each 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 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 Proposed 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 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 consented to accept 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 Borrower shall deliver (i) a certificate signed by a duly authorized officer of the Borrower to the Administrative Agent, dated as of the effective date of such additional Commitments, stating that all conditions precedent to an Extension of Credit set forth in Section 2.21(b3.02 are true and correct on and as of such effective date and (ii) belowa 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 II to this Agreement (which shall thereafter be incorporated into this Agreement) to reflect any changes in Lenders, the amount Commitments and each Lender’s Commitment Percentage as of such effective date and (ii) the Aggregate Facility LC Commitment may be increased up to Borrower shall prepay the outstanding Borrowings (if any) in full, and shall simultaneously make new Borrowings hereunder in an amount equal to such prepayment, so that, after giving effect thereto, the Borrowings are held ratably by the Lenders in accordance with their respective Commitments (immediately after giving effect to such Commitment increase). Prepayments made under this clause (c) shall 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 from time to time as follows: (i) the Borrower shall designate one or more financial institutions acceptable be subject to the Agent notice requirements of Section 2.14. 29 AmericasActive:16797229.116797229.4 (which acceptance will not be unreasonably withheld), to assume Facility LC Commitments in an aggregate amount equal d) Notwithstanding any provision contained herein to the amount contrary, from and after the date of such any Commitment increase and (ii) the making of any Advances on the such 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 Pro Rata Shares (determined after giving effect to such designations). In the event of the designation by the Borrower of a financial institution pursuant to clause (ic)(ii) above, all calculations and payments of fees and of interest on the preceding sentence (Advances shall take into account the actual Commitment of each financial institution being so designated being referred to herein as an “Assuming Lender”), Lender and subject to the execution and delivery to the Agent by the Borrower and such Assuming Lender principal amount outstanding 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 each Advance made by such Assuming Lender immediately prior to such designation) and (y) during 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)relevant period of time. In no event shall any Lender be required to become an Assuming Lender.SECTION 2.08