Common use of Conditions Precedent to Initial Extensions of Credit Clause in Contracts

Conditions Precedent to Initial Extensions of Credit. The obligation of each Lender, the Swingline Bank and each LC Issuing Bank, as applicable, to make the initial Extension of Credit to be made by it hereunder shall become effective on and as of the first date on which the following conditions precedent have been satisfied: (a) The Administrative Agent shall have received on or before such date the following, each dated such day, in form and substance reasonably satisfactory to the Administrative Agent in sufficient copies for each Lender: (i) Certified copies of the resolutions of the board of directors of each Borrower approving this Agreement, and of all documents evidencing other necessary corporate action and Governmental Approvals, if any, with respect to this Agreement (other than any documents evidencing Governmental Approvals described in Section 3.03). (ii) A certificate of the Secretary or Assistant Secretary of each Borrower certifying the names and true signatures of the officers of such Borrower authorized to sign this Agreement, any Letter of Credit application and the other documents to be delivered by such Borrower hereunder. (iii) A favorable opinion of counsel for the Borrowers (which may be an attorney of American Electric Power Service Corporation), substantially in the form of Exhibit D hereto and as to such other matters as any Lender through the Administrative Agent may reasonably request. (iv) A favorable opinion of King & Spalding LLP, counsel for the Administrative Agent, in the form of Exhibit E hereto. (b) On such date, the following statements shall be true and the Administrative Agent shall have received for the account of each Lender a certificate signed by a duly authorized officer of each Borrower, dated such date, stating that: (i) The representations and warranties of all Borrowers contained in Section 4.01 (other than the representation and warranty in Section 4.01(e) and the representation and warranty set forth in the last sentence of Section 4.01(f)) are true and correct in all material respects on and as of such date, as though made on and as of such date, and (ii) No event has occurred and is continuing that constitutes a Default. (c) AEP shall have paid all accrued fees and expenses of the Administrative Agent, the Co-Lead Arrangers and the Lenders (including the accrued fees and expenses of counsel to the Administrative Agent to the extent then due and payable). (d) The Administrative Agent shall have received counterparts of this Agreement, executed and delivered by the Borrowers. (e) The Administrative Agent shall have received such other approvals, opinions or documents as any Lender or any LC Issuing Bank through the Administrative Agent may reasonably request.

Conditions Precedent to Initial Extensions of Credit. The obligation of each Lender, the Swingline Bank Lender to make its initial Advance and of each LC Issuing Bank, as applicable, Bank to make issue the initial Extension Letter of Credit is subject to be made by it hereunder shall become effective on and as of the first date on which the following conditions precedent have been satisfiedthat on or before the date of such Advance: (a) The Administrative Agent shall have received on or before such date the following, each dated such daythe same date (except for the financial statements referred to in paragraph (iv) below), in form and substance reasonably satisfactory to the Administrative Agent and (except for the notes described in sufficient copies paragraph (i)) with one copy for each LenderLender and each LC Issuing Bank: (i) A promissory note payable to the order of each Lender that requests one pursuant to Section 2.17; (ii) Certified copies of the resolutions of the board Board of directors Directors of each the Borrower approving this Agreement, and of all documents evidencing other necessary corporate action and Governmental Approvals, if any, with respect to this Agreement (other than any documents evidencing Governmental Approvals described in Section 3.03).Agreement; (iiiii) A certificate of the Secretary or an Assistant Secretary of each the Borrower certifying (A) the names and true signatures of the officers of such the Borrower authorized to sign this Agreement, any Letter of Credit application Agreement and the other documents to be delivered by hereunder; (B) that attached thereto are true and correct copies of the charter and the bylaws of the Borrower, in each case in effect on such Borrower hereunder.date; and (C) that attached thereto are true and correct copies of all governmental and regulatory authorizations and approvals (if any) required for the due execution, delivery and performance of this Agreement; (iiiiv) Copies of the audited consolidated financial statements of the Borrower and its Subsidiaries for the calendar year ended as of December 31, 2011 (it being agreed that such financial statements will be deemed to have been delivered under this clause (iv) if (A) such documents are publicly available on XXXXX or on the Borrower’s website and (B) the Borrower has sent to the Administrative Agent written notice (which may be by electronic mail) that such documents are so available no later than the third Business Day immediately preceding the date of this Agreement); (v) A favorable opinion of counsel for the Borrowers (which may be an attorney of American Electric Power Service Corporation)Borrower, acceptable to the Administrative Agent, substantially in the form of Exhibit D C-1 hereto and as to such other matters as any Lender through the Administrative Agent may reasonably request.; (ivvi) A favorable opinion of special New York counsel for the Borrower, acceptable to the Administrative Agent, substantially in the form of Exhibit C-2 hereto and as to such other matters as any Lender through the Administrative Agent may reasonably request; (vii) A favorable opinion of King & Spalding LLP, special New York counsel for the Administrative Agent, substantially in the form of Exhibit E D hereto; (viii) All documentation and information required by regulatory authorities under applicable “know your customer” and anti-money laundering rules and regulations, including without limitation the Patriot Act, to the extent such documentation or information is requested by the Administrative Agent on behalf of the Lenders prior to the date hereof; and (ix) Evidence satisfactory to the Administrative Agent that the “Commitments” under, and as defined in, the Existing Credit Agreements have been terminated and that all amounts due and payable by the borrowers thereunder have been paid in full. (b) On such date, the following statements shall be true The Borrower and the Administrative Agent each LC Issuing Bank shall have received entered into an agreement, in form and substance satisfactory to such LC Issuing Bank, concerning fees payable by the Borrower to such LC Issuing Bank for its own account (the account of each Lender a certificate signed by a duly authorized officer of each Borrower, dated such date, stating that: (i) The representations and warranties of all Borrowers contained in Section 4.01 (other than the representation and warranty in Section 4.01(e) and the representation and warranty set forth in the last sentence of Section 4.01(f“LC Issuing Bank Fee Letters”)) are true and correct in all material respects on and as of such date, as though made on and as of such date, ; and (ii) No event has occurred and is continuing that constitutes a Default. (c) AEP shall have paid all accrued fees and expenses of the Administrative Agent, the Co-Lead Arrangers and the Lenders (including the accrued fees and expenses of counsel to the Administrative Agent to the extent then due and payable). (d) The Administrative Agent shall have received counterparts of this Agreement, executed and delivered by the Borrowersfees payable pursuant to the Fee Letters. (e) The Administrative Agent shall have received such other approvals, opinions or documents as any Lender or any LC Issuing Bank through the Administrative Agent may reasonably request.

Conditions Precedent to Initial Extensions of Credit. The obligation of each Lender, the Swingline Bank and each LC Issuing Bank, as applicable, to make the initial Extension of Credit to be made by it hereunder shall become effective on and obligations as of the first date on which Closing Date of the following Banks to make any Revolving Credit Loans or Money Market Loans and of the LC Agent to issue Letters of Credit, are subject to the conditions precedent have been satisfied: (a) The Administrative that the Agent shall have received on or before such date day the following, each dated such day, in form and substance reasonably satisfactory to the Administrative Agent in sufficient copies for each LenderAgent: (ia) Certified fully executed copies of this Loan Agreement (including exhibits), the Revolving Credit Notes and the Money Market Notes; (b) copies of the articles or certificates of incorporation or other charter documents of the Borrower certified by the corporate secretary or an assistant secretary of the Borrower to be true and correct as of the Closing Date; (c) a copy of the bylaws of the Borrower certified by the corporate secretary or an assistant secretary of the Borrower to be true and correct as of the Closing Date; (d) resolutions of the board of directors of each the Borrower certified by an officer of the Borrower as of the Closing Date, approving this Agreementand adopting the documents described in subparagraph (a) above and authorizing the execution, delivery and performance thereof; (e) a copy of all documents evidencing other necessary corporate action and Governmental Approvalsthe certificates of good standing, if any, existence or its equivalent with respect to this Agreement (other than any documents evidencing Governmental Approvals described in Section 3.03).the Borrower certified as of a recent date by the State of Delaware; (iif) A a certificate of the Secretary corporate secretary or Assistant Secretary an assistant secretary of each the Borrower certifying the names and true signatures of the officers of such the Borrower authorized to sign this Agreement, any Letter the documents described in subparagraph (a) above on behalf of Credit application and the other documents to be delivered by such Borrower hereunder.Borrower; (iiig) A the favorable opinion of Messrs. XxXxxxxxxx, Keen & Xxxxxxx, counsel for to the Borrowers (which may be an attorney of American Electric Power Service Corporation)Borrower, substantially in the form of Exhibit D hereto and as to such other matters as any Lender through the Administrative Agent may reasonably request.E hereto; (ivh) A favorable opinion repayment of King & Spalding LLPall obligations of the Borrower and Airgas Holdings, counsel Inc., and termination of the lending commitments, under the Loan Agreement dated as of November 8, 1994, as amended, among the Borrower and Airgas Holdings, Inc., as co-borrowers, NationsBank and The Bank of New York ("BNY"), as lending banks, NationsBank as agent for the Administrative Agent, in the form of Exhibit E heretosuch lending banks and BNY as administrative agent for such lending banks. (b) On such date, the following statements shall be true and the Administrative Agent shall have received for the account of each Lender a certificate signed by a duly authorized officer of each Borrower, dated such date, stating that: (i) The representations and warranties of all Borrowers contained in Section 4.01 (other than evidence satisfactory to the representation and warranty in Section 4.01(e) and the representation and warranty set forth in the last sentence of Section 4.01(f)) are true and correct in all material respects on and as of such date, as though made on and as of such date, and (ii) No event has occurred and is continuing that constitutes a Default. (c) AEP shall have paid all accrued fees and expenses Agent of the Administrative Agent, cancellation of the Co-Lead Arrangers and guarantees by any of the Lenders (including Subsidiaries of the accrued fees and expenses Borrower of counsel to the Administrative Agent to obligations of the extent then due and payable)Borrower under each of the Senior Subordinated Note Purchase Agreements. (d) The Administrative Agent shall have received counterparts of this Agreement, executed and delivered by the Borrowers. (e) The Administrative Agent shall have received such other approvals, opinions or documents as any Lender or any LC Issuing Bank through the Administrative Agent may reasonably request.

Conditions Precedent to Initial Extensions of Credit. The obligation of each Lender, the Swingline Bank Lender to make its initial Advance and of each LC Issuing Bank, as applicable, Bank to make issue the initial Extension Letter of Credit is subject to be made by it hereunder shall become effective on and as of the first date on which the following conditions precedent have been satisfiedthat on or before the date of such Advance: (a) The Administrative Agent shall have received on or before such date the following, each dated such daythe same date (except for the financial statements referred to in paragraph (iv) below), in form and substance reasonably satisfactory to the Administrative Agent and (except for the notes described in sufficient copies paragraph (i)) with one copy for each LenderLender and each LC Issuing Bank: (i) A promissory note payable to the order of each Lender that requests one pursuant to Section 2.17; (ii) Certified copies of the resolutions of the board Board of directors Directors of each the Borrower approving this Agreement, and of all documents evidencing other necessary corporate action and Governmental Approvals, if any, with respect to this Agreement (other than any documents evidencing Governmental Approvals described in Section 3.03).Agreement; (iiiii) A certificate of the Secretary or an Assistant Secretary of each the Borrower certifying (A) the names and true signatures of the officers of such the Borrower authorized to sign this Agreement, any Letter of Credit application Agreement and the other documents to be delivered by hereunder; (B) that attached thereto are true and correct copies of the charter and the bylaws of the Borrower, in each case in effect on such Borrower hereunder.date; and (C) that attached thereto are true and correct copies of all governmental and regulatory authorizations and approvals (if any) required for the due execution, delivery and performance of this Agreement; (iiiiv) Copies of the audited consolidated financial statements of the Borrower and its Subsidiaries for the calendar year ended as of December 31, 2011 (it being agreed that such financial statements will be deemed to have been delivered under this clause (iv) if (A) such documents are publicly available on XXXXX or on the Borrower’s website and (B) the Borrower has sent to the Administrative Agent written notice (which may be by electronic mail) that such documents are so available no later than the third Business Day immediately preceding the date of this Agreement); (v) A favorable opinion of counsel for the Borrowers (which may be an attorney of American Electric Power Service Corporation)Borrower, acceptable to the Administrative Agent, substantially in the form of Exhibit D C-1 hereto and as to such other matters as any Lender through the Administrative Agent may reasonably request.; (ivvi) A favorable opinion of special New York counsel for the Borrower, acceptable to the Administrative Agent, substantially in the form of Exhibit C-2 hereto and as to such other matters as any Lender through the Administrative Agent may reasonably request; (vii) A favorable opinion of special Texas counsel for the Borrower, acceptable to the Administrative Agent, substantially in the form of Exhibit C-3 hereto and as to such other matters as any Lender through the Administrative Agent may reasonably request; (viii) A favorable opinion of King & Spalding LLP, special New York counsel for the Administrative Agent, substantially in the form of Exhibit E D hereto; (ix) All documentation and information required by regulatory authorities under applicable “know your customer” and anti-money laundering rules and regulations, including without limitation the Patriot Act, to the extent such documentation or information is requested by the Administrative Agent on behalf of the Lenders prior to the date hereof; and (x) Evidence satisfactory to the Administrative Agent that the “Commitments” under, and as defined in, the Existing Credit Agreements have been terminated and that all amounts due and payable by the borrowers thereunder have been paid in full. (b) On such date, the following statements shall be true The Borrower and the Administrative Agent each LC Issuing Bank shall have received entered into an agreement, in form and substance satisfactory to such LC Issuing Bank, concerning fees payable by the Borrower to such LC Issuing Bank for its own account (the account of each Lender a certificate signed by a duly authorized officer of each Borrower, dated such date, stating that: (i) The representations and warranties of all Borrowers contained in Section 4.01 (other than the representation and warranty in Section 4.01(e) and the representation and warranty set forth in the last sentence of Section 4.01(f“LC Issuing Bank Fee Letters”)) are true and correct in all material respects on and as of such date, as though made on and as of such date, ; and (ii) No event has occurred and is continuing that constitutes a Default. (c) AEP shall have paid all accrued fees and expenses of the Administrative Agent, the Co-Lead Arrangers and the Lenders (including the accrued fees and expenses of counsel to the Administrative Agent to the extent then due and payable). (d) The Administrative Agent shall have received counterparts of this Agreement, executed and delivered by the Borrowersfees payable pursuant to the Fee Letters. (e) The Administrative Agent shall have received such other approvals, opinions or documents as any Lender or any LC Issuing Bank through the Administrative Agent may reasonably request.

Conditions Precedent to Initial Extensions of Credit. The obligation of each Lender, the Swingline Bank Lender to make its initial Advance and of each LC Issuing Bank, as applicable, Bank to make issue the initial Extension Letter of Credit is subject to be made by it hereunder shall become effective on and as of the first date on which the following conditions precedent have been satisfiedthat on or before the date of such Advance: (a) The Administrative Agent shall have received on or before such date the following, each dated such daythe same date (except for the financial statements referred to in paragraph (iv) below), in form and substance reasonably satisfactory to the Administrative Agent and (except for the notes described in sufficient copies paragraph (i)) with one copy for each LenderLender and each LC Issuing Bank: (i) A promissory note payable to the order of each Lender that requests one pursuant to Section 2.17; (ii) Certified copies of the resolutions of the board Board of directors Directors of each the Borrower approving this Agreement, and of all documents evidencing other necessary corporate action and Governmental Approvals, if any, with respect to this Agreement (other than any documents evidencing Governmental Approvals described in Section 3.03).Agreement; (iiiii) A certificate of the Secretary or an Assistant Secretary of each the Borrower certifying (A) the names and true signatures of the officers of such the Borrower authorized to sign this Agreement, any Letter of Credit application Agreement and the other documents to be delivered by hereunder; (B) that attached thereto are true and correct copies of the Certificate of Incorporation and the By Laws of the Borrower, in each case in effect on such date; and (C) that attached thereto are true and correct copies of all governmental and regulatory authorizations and approvals required for the due execution, delivery and performance of this Agreement, including, without limitation, a copy of the order dated June 30, 2004 (File No. 70- 10202) of the SEC under the Public Utility Holding Company Act of 1935 authorizing the Borrower hereunder.to obtain Extensions of Credit through June 30, 2007 and to execute, deliver and perform this Agreement (the "SEC Order"); (iiiiv) Copies of the consolidated balance sheets of the Borrower and its subsidiaries as of December 31, 2004, and the related consolidated statements of income, retained earnings and cash flows of the Borrower and its subsidiaries for the fiscal year then ended, and copies of the consolidated financial statements of the Borrower and its subsidiaries as of March 31, 2005, in each case certified by a duly authorized officer of the Borrower as having been prepared in accordance with generally accepted accounting principles consistently applied; (v) A favorable opinion of counsel for the Borrowers (which may be an attorney of American Electric Power Service Corporation)Borrower, acceptable to the Administrative Agent, substantially in the form of Exhibit D C hereto and as to such other matters as any Lender through the Administrative Agent may reasonably request.; and (ivvi) A favorable opinion of King & Spalding LLP, special New York counsel for the Administrative Agent, substantially in the form of Exhibit E D hereto. (b) On such date, the following statements shall be true and the Administrative Agent shall have received for the account of each Lender a certificate signed by a duly authorized officer of each Borrower, dated such date, stating that: (i) The representations and warranties of all Borrowers contained in Section 4.01 (other than the representation and warranty in Section 4.01(e) and the representation and warranty set forth in the last sentence of Section 4.01(f)) are true and correct in all material respects on and as of such date, as though made on and as of such date, and (ii) No event has occurred and is continuing that constitutes a Default. (c) AEP shall have paid all accrued fees and expenses of the Administrative Agent, the Co-Lead Arrangers and the Lenders (including the accrued fees and expenses of counsel to the Administrative Agent to the extent then due and payable). (d) The Administrative Agent shall have received counterparts of this Agreement, executed and delivered by the Borrowersfees payable pursuant to the Fee Letter. (ec) The Administrative Agent commitments of the lenders under the Existing Credit Agreements shall have received been terminated, and the obligations of the Borrower under the Existing Credit Agreements to such other approvals, opinions or documents as any Lender or any LC Issuing Bank through the Administrative Agent may reasonably requestlenders shall have been paid in full.

Conditions Precedent to Initial Extensions of Credit. The obligation of each Lender, the Swingline Bank Lender to make its initial Advance and of each LC Issuing Bank, as applicable, Bank to make issue the initial Extension Letter of Credit is subject to be made by it hereunder shall become effective on and as of the first date on which the following conditions precedent have been satisfiedthat on or before the date of such Advance: (a) The Administrative Agent shall have received on or before such date the following, each dated such daythe same date (except for the financial statements referred to in paragraph (iv) below), in form and substance reasonably satisfactory to the Administrative Agent and (except for the notes described in sufficient copies paragraph (i)) with one copy for each LenderLender and each LC Issuing Bank: (i) A promissory note payable to the order of each Lender that requests one pursuant to Section 2.17; (ii) Certified copies of the resolutions of the board governing body of directors of each the Borrower approving this Agreement, and of all documents evidencing other necessary corporate limited liability company action and Governmental Approvals, if any, with respect to this Agreement (other than any documents evidencing Governmental Approvals described in Section 3.03).Agreement; (iiiii) A certificate of the Secretary or an Assistant Secretary of each the Borrower certifying (A) the names and true signatures of the officers of such the Borrower authorized to sign this Agreement, any Letter of Credit application Agreement and the other documents to be delivered by hereunder; (B) that attached thereto are true and correct copies of the Articles of Organization and the Operating Agreement of the Borrower, in each case in effect on such Borrower hereunder.date; and (C) that attached thereto are true and correct copies of all governmental and regulatory authorizations and approvals (if any) required for the due execution, delivery and performance of this Agreement; (iiiiv) Copies of the consolidated balance sheets of the Borrower and its subsidiaries as of December 31, 2006, and the related consolidated statements of income, retained earnings and cash flows of the Borrower and its subsidiaries for the fiscal year then ended, and copies of the consolidated financial statements of the Borrower and its subsidiaries as of March 31, 2007, in each case certified by a duly authorized officer of the Borrower as having been prepared in accordance with generally accepted accounting principles consistently applied; (v) A favorable opinion of counsel for the Borrowers (which may be an attorney of American Electric Power Service Corporation)Borrower, acceptable to the Administrative Agent, substantially in the form of Exhibit D C hereto and as to such other matters as any Lender through the Administrative Agent may reasonably request.; (ivvi) Favorable opinions of (A) special Texas counsel for the Borrower, acceptable to the Administrative Agent, substantially in the form of Exhibit D-1 hereto and as to such other matters as any Lender through the Administrative Agent may reasonably request and (B) special New York counsel for the Borrower, acceptable to the Administrative Agent, substantially in the form of Exhibit D-2 hereto and as to such other matters as any Lender through the Administrative Agent may reasonably request; (vii) A favorable opinion of King & Spalding LLP, special New York counsel for the Administrative Agent, substantially in the form of Exhibit E hereto; and (viii) All information pertaining to the Borrower required by the Patriot Act and requested by the Administrative Agent or any Lender. (b) On such date, the following statements shall be true and the Administrative Agent shall have received for the account of each Lender a certificate signed by a duly authorized officer of each Borrower, dated such date, stating that: (i) The representations and warranties of all Borrowers contained in Section 4.01 (other than the representation and warranty in Section 4.01(e) and the representation and warranty set forth in the last sentence of Section 4.01(f)) are true and correct in all material respects on and as of such date, as though made on and as of such date, and (ii) No event has occurred and is continuing that constitutes a Default. (c) AEP shall have paid all accrued fees and expenses of the Administrative Agent, the Co-Lead Arrangers and the Lenders (including the accrued fees and expenses of counsel to the Administrative Agent to the extent then due and payable). (d) The Administrative Agent shall have received counterparts of this Agreement, executed and delivered by the Borrowersfees payable pursuant to the Fee Letter. (e) The Administrative Agent shall have received such other approvals, opinions or documents as any Lender or any LC Issuing Bank through the Administrative Agent may reasonably request.

Conditions Precedent to Initial Extensions of Credit. The obligation of each Lender, the Swingline Bank Lender to make its initial Advance and of each LC Issuing Bank, as applicable, Bank to make issue the initial Extension Letter of Credit is subject to be made by it hereunder shall become effective on and as of the first date on which the following conditions precedent have been satisfiedthat on or before the date of such Advance: (a) The Administrative Agent shall have received on or before such date the following, each dated such daythe same date (except for the financial statements referred to in paragraph (iv) below), in form and substance reasonably satisfactory to the Administrative Agent and (except for the notes described in sufficient copies paragraph (i)) with one copy for each LenderLender and each LC Issuing Bank: (i) A promissory note payable to the order of each Lender that requests one pursuant to Section 2.17; (ii) Certified copies of the resolutions of the board Board of directors Directors of each the Borrower approving this Agreement, and of all documents evidencing other necessary corporate action and Governmental Approvals, if any, with respect to this Agreement (other than any documents evidencing Governmental Approvals described in Section 3.03).Agreement; (iiiii) A certificate of the Secretary or an Assistant Secretary of each the Borrower certifying (A) the names and true signatures of the officers of such the Borrower authorized to sign this Agreement, any Letter of Credit application Agreement and the other documents to be delivered by hereunder; (B) that attached thereto are true and correct copies of the Certificate of Incorporation and the By Laws of the Borrower, in each case in effect on such date; and (C) that attached thereto are true and correct copies of all governmental and regulatory authorizations and approvals required for the due execution, delivery and performance of this Agreement, including, without limitation, a copy of the order dated June 30, 2004 (File No. 70- 10202) of the SEC under the Public Utility Holding Company Act of 1935 authorizing the Borrower hereunder.to obtain Extensions of Credit through June 30, 2007 and to execute, deliver and perform this Agreement (the "SEC Order"); (iiiiv) Copies of the consolidated balance sheets of the Borrower and its subsidiaries as of December 31, 2003, and the related consolidated statements of income, retained earnings and cash flows of the Borrower and its subsidiaries for the fiscal year then ended, and copies of the consolidated financial statements of the Borrower and its subsidiaries as of March 31, 2004, June 30, 2004 and September 30, 2004, in each case certified by a duly authorized officer of the Borrower as having been prepared in accordance with generally accepted accounting principles consistently applied; (v) A favorable opinion of counsel for the Borrowers (which may be an attorney of American Electric Power Service Corporation)Borrower, acceptable to the Administrative Agent, substantially in the form of Exhibit D C hereto and as to such other matters as any Lender through the Administrative Agent may reasonably request.; and (ivvi) A favorable opinion of King & Spalding LLP, special New York counsel for the Administrative Agent, substantially in the form of Exhibit E D hereto. (b) On such date, the following statements shall be true and the Administrative Agent shall have received for the account of each Lender a certificate signed by a duly authorized officer of each Borrower, dated such date, stating that: (i) The representations and warranties of all Borrowers contained in Section 4.01 (other than the representation and warranty in Section 4.01(e) and the representation and warranty set forth in the last sentence of Section 4.01(f)) are true and correct in all material respects on and as of such date, as though made on and as of such date, and (ii) No event has occurred and is continuing that constitutes a Default. (c) AEP shall have paid all accrued fees and expenses of the Administrative Agent, the Co-Lead Arrangers and the Lenders (including the accrued fees and expenses of counsel to the Administrative Agent to the extent then due and payable). (d) The Administrative Agent shall have received counterparts of this Agreement, executed and delivered by the Borrowersfees payable pursuant to the Fee Letter. (ec) The Administrative Agent commitments of the lenders under the Existing Credit Agreement shall have received been terminated, and the obligations of the Borrower under the Existing Credit Agreement to such other approvals, opinions or documents as any Lender or any lenders shall have been paid in full. (d) The initial Letter of Credit shall be in form and substance acceptable to the LC Issuing Bank through the Administrative Agent may reasonably requestissuing such Letter of Credit.

Conditions Precedent to Initial Extensions of Credit. The obligation of each Lender, the Swingline Bank Lender to make its initial Advance and of each LC Issuing Bank, as applicable, Bank to make issue the initial Extension Letter of Credit is subject to be made by it hereunder shall become effective on and as of the first date on which the following conditions precedent have been satisfiedthat on or before the date of such Advance: (a) The Administrative Agent shall have received on or before such date the following, each dated such daythe same date (except for the financial statements referred to in paragraph (iv) below), in form and substance reasonably satisfactory to the Administrative Agent and (except for the notes described in sufficient copies paragraph (i)) with one copy for each LenderLender and each LC Issuing Bank: (i) A promissory note payable to the order of each Lender that requests one pursuant to Section 2.17; (ii) Certified copies of the resolutions of the board Board of directors Directors of each the Borrower approving this Agreement, and of all documents evidencing other necessary corporate action and Governmental Approvals, if any, with respect to this Agreement (other than any documents evidencing Governmental Approvals described in Section 3.03).Agreement; (iiiii) A certificate of the Secretary or an Assistant Secretary of each the Borrower certifying (A) the names and true signatures of the officers of such the Borrower authorized to sign this Agreement, any Letter of Credit application Agreement and the other documents to be delivered by hereunder; (B) that attached thereto are true and correct copies of the Certificate of Incorporation and the By Laws of the Borrower, in each case in effect on such Borrower hereunder.date; and (C) that attached thereto are true and correct copies of all governmental and regulatory authorizations and approvals (if any) required for the due execution, delivery and performance of this Agreement; (iiiiv) Copies of the consolidated balance sheets of the Borrower and its subsidiaries as of December 31, 2006, and the related consolidated statements of income, retained earnings and cash flows of the Borrower and its subsidiaries for the fiscal year then ended, and copies of the consolidated financial statements of the Borrower and its subsidiaries as of March 31, 2007, in each case certified by a duly authorized officer of the Borrower as having been prepared in accordance with generally accepted accounting principles consistently applied; (v) A favorable opinion of counsel for the Borrowers (which may be an attorney of American Electric Power Service Corporation)Borrower, acceptable to the Administrative Agent, substantially in the form of Exhibit D C-1 hereto and as to such other matters as any Lender through the Administrative Agent may reasonably request.; (ivvi) A favorable opinion of special New York counsel for the Borrower, acceptable to the Administrative Agent, substantially in the form of Exhibit C-2 hereto and as to such other matters as any Lender through the Administrative Agent may reasonably request; (vii) A favorable opinion of King & Spalding LLP, special New York counsel for the Administrative Agent, substantially in the form of Exhibit E D hereto; (viii) All information pertaining to the Borrower required by the Patriot Act and requested by the Administrative Agent or any Lender; and (ix) Evidence satisfactory to the Administrative Agent that the "Commitments" under, and as defined in, the Credit Agreements, dated as of May 25, 2005, as amended and December 7, 2005, as amended, each among the Borrower, Citibank, N.A., as administrative agent and the lenders and letter of credit issuing banks parties thereto, have been terminated and that all amounts due and payable by the Borrower thereunder have been paid in full. (b) On such date, the following statements shall be true and the Administrative Agent shall have received for the account of each Lender a certificate signed by a duly authorized officer of each Borrower, dated such date, stating that: (i) The representations and warranties of all Borrowers contained in Section 4.01 (other than the representation and warranty in Section 4.01(e) and the representation and warranty set forth in the last sentence of Section 4.01(f)) are true and correct in all material respects on and as of such date, as though made on and as of such date, and (ii) No event has occurred and is continuing that constitutes a Default. (c) AEP shall have paid all accrued fees and expenses of the Administrative Agent, the Co-Lead Arrangers and the Lenders (including the accrued fees and expenses of counsel to the Administrative Agent to the extent then due and payable). (d) The Administrative Agent shall have received counterparts of this Agreement, executed and delivered by the Borrowersfees payable pursuant to the Fee Letter. (e) The Administrative Agent shall have received such other approvals, opinions or documents as any Lender or any LC Issuing Bank through the Administrative Agent may reasonably request.

Conditions Precedent to Initial Extensions of Credit. The obligation of each Lender, the Swingline Bank Lender to make its initial Advance and of each LC Issuing Bank, as applicable, Bank to make issue the initial Extension Letter of Credit is subject to be made by it hereunder shall become effective on and as of the first date on which the following conditions precedent have been satisfiedthat on or before the date of such Advance: (a) The Administrative Agent shall have received on or before such date the following, each dated such daythe same date (except for the financial statements referred to in paragraph (iv) below), in form and substance reasonably satisfactory to the Administrative Agent and (except for the notes described in sufficient copies paragraph (i)) with one copy for each LenderLender and each LC Issuing Bank: (i) A promissory note payable to the order of each Lender that requests one pursuant to Section 2.17; (ii) Certified copies of the resolutions of the board Board of directors Directors of each the Borrower approving this Agreement, and of all documents evidencing other necessary corporate action and Governmental Approvals, if any, with respect to this Agreement (other than any documents evidencing Governmental Approvals described in Section 3.03).Agreement; (iiiii) A certificate of the Secretary or an Assistant Secretary of each the Borrower certifying (A) the names and true signatures of the officers of such the Borrower authorized to sign this Agreement, any Letter of Credit application Agreement and the other documents to be delivered by hereunder; (B) that attached thereto are true and correct copies of the charter and the bylaws of the Borrower, in each case in effect on such Borrower hereunder.date; and (C) that attached thereto are true and correct copies of all governmental and regulatory authorizations and approvals (if any) required for the due execution, delivery and performance of this Agreement; (iiiiv) Copies of the audited consolidated financial statements of the Borrower and its Subsidiaries for the calendar year ended as of December 31, 2011 (it being agreed that such financial statements will be deemed to have been delivered under this clause (iv) if (A) such documents are publicly available on XXXXX or on the Borrower’s website and (B) the Borrower has sent to the Administrative Agent written notice (which may be by electronic mail) that such documents are so available no later than the third Business Day immediately preceding the date of this Agreement); (v) A favorable opinion of counsel for the Borrowers (which may be an attorney of American Electric Power Service Corporation)Borrower, acceptable to the Administrative Agent, substantially in the form of Exhibit D C-1 hereto and as to such other matters as any Lender through the Administrative Agent may reasonably request.; (ivvi) A favorable opinion of special New York counsel for the Borrower, acceptable to the Administrative Agent, substantially in the form of Exhibit C-2 hereto and as to such other matters as any Lender through the Administrative Agent may reasonably request; (vii) A favorable opinion of special Arkansas counsel for the Borrower, acceptable to the Administrative Agent, substantially in the form of Exhibit C-3 hereto and as to such other matters as any Lender through the Administrative Agent may reasonably request; (viii) A favorable opinion of King & Spalding LLP, special New York counsel for the Administrative Agent, substantially in the form of Exhibit E D hereto; (ix) All documentation and information required by regulatory authorities under applicable “know your customer” and anti-money laundering rules and regulations, including without limitation the Patriot Act, to the extent such documentation or information is requested by the Administrative Agent on behalf of the Lenders prior to the date hereof; and (x) Evidence satisfactory to the Administrative Agent that the “Commitments” under, and as defined in, the Existing Credit Agreements have been terminated and that all amounts due and payable by the borrowers thereunder have been paid in full. (b) On such date, the following statements shall be true The Borrower and the Administrative Agent each LC Issuing Bank shall have received entered into an agreement, in form and substance satisfactory to such LC Issuing Bank, concerning fees payable by the Borrower to such LC Issuing Bank for its own account (the account of each Lender a certificate signed by a duly authorized officer of each Borrower, dated such date, stating that: (i) The representations and warranties of all Borrowers contained in Section 4.01 (other than the representation and warranty in Section 4.01(e) and the representation and warranty set forth in the last sentence of Section 4.01(f“LC Issuing Bank Fee Letters”)) are true and correct in all material respects on and as of such date, as though made on and as of such date, ; and (ii) No event has occurred and is continuing that constitutes a Default. (c) AEP shall have paid all accrued fees and expenses of the Administrative Agent, the Co-Lead Arrangers and the Lenders (including the accrued fees and expenses of counsel to the Administrative Agent to the extent then due and payable). (d) The Administrative Agent shall have received counterparts of this Agreement, executed and delivered by the Borrowersfees payable pursuant to the Fee Letters. (e) The Administrative Agent shall have received such other approvals, opinions or documents as any Lender or any LC Issuing Bank through the Administrative Agent may reasonably request.

Conditions Precedent to Initial Extensions of Credit. The obligation of each Lender, the Swingline Bank Lender to make its initial Advance and of each LC Issuing Bank, as applicable, Bank to make issue the initial Extension Letter of Credit is subject to be made by it hereunder shall become effective on and as of the first date on which the following conditions precedent have been satisfiedthat on or before the date of such Advance: (a) The Administrative Agent shall have received on or before such date the following, each dated such daythe same date (except for the financial statements referred to in paragraph (iv) below), in form and substance reasonably satisfactory to the Administrative Agent and (except for the notes described in sufficient copies paragraph (i)) with one copy for each LenderLender and each LC Issuing Bank: (i) A promissory note payable to the order of each Lender that requests one pursuant to Section 2.17; (ii) Certified copies of the resolutions of the board Board of directors Directors of each the Borrower approving this Agreement, and of all documents evidencing other necessary corporate action and Governmental Approvals, if any, with respect to this Agreement (other than any documents evidencing Governmental Approvals described in Section 3.03).Agreement; (iiiii) A certificate of the Secretary or an Assistant Secretary of each the Borrower certifying (A) the names and true signatures of the officers of such the Borrower authorized to sign this Agreement, any Letter of Credit application Agreement and the other documents to be delivered by hereunder; (B) that attached thereto are true and correct copies of the Charter Documents of the Borrower, in each case in effect on such Borrower hereunder.date; and (C) that attached thereto are true and correct copies of all governmental and regulatory authorizations and approvals (if any) required for the due execution, delivery and performance of this Agreement; (iiiiv) Copies of the consolidated balance sheets of the Borrower and its subsidiaries as of December 31, 2006, and the related consolidated statements of income, retained earnings and cash flows of the Borrower and its subsidiaries for the fiscal year then ended, and copies of the consolidated financial statements of the Borrower and its subsidiaries as of March 31, 2007, in each case certified by a duly authorized officer of the Borrower as having been prepared in accordance with generally accepted accounting principles consistently applied; (v) A favorable opinion of counsel for the Borrowers (which may be an attorney of American Electric Power Service Corporation)Borrower, acceptable to the Administrative Agent, substantially in the form of Exhibit D C hereto and as to such other matters as any Lender through the Administrative Agent may reasonably request.; (ivvi) Favorable opinions of (A) special Texas counsel for the Borrower, acceptable to the Administrative Agent, substantially in the form of Exhibit D-1 hereto and as to such other matters as any Lender through the Administrative Agent may reasonably request and (B) special New York counsel for the Borrower, acceptable to the Administrative Agent, substantially in the form of Exhibit D-2 hereto and as to such other matters as any Lender through the Administrative Agent may reasonably request; (vii) A favorable opinion of King & Spalding LLP, special New York counsel for the Administrative Agent, substantially in the form of Exhibit E hereto; and (viii) All information pertaining to the Borrower required by the Patriot Act and requested by the Administrative Agent or any Lender. (b) On such date, the following statements shall be true and the Administrative Agent shall have received for the account of each Lender a certificate signed by a duly authorized officer of each Borrower, dated such date, stating that: (i) The representations and warranties of all Borrowers contained in Section 4.01 (other than the representation and warranty in Section 4.01(e) and the representation and warranty set forth in the last sentence of Section 4.01(f)) are true and correct in all material respects on and as of such date, as though made on and as of such date, and (ii) No event has occurred and is continuing that constitutes a Default. (c) AEP shall have paid all accrued fees and expenses of the Administrative Agent, the Co-Lead Arrangers and the Lenders (including the accrued fees and expenses of counsel to the Administrative Agent to the extent then due and payable). (d) The Administrative Agent shall have received counterparts of this Agreement, executed and delivered by the Borrowersfees payable pursuant to the Fee Letter. (e) The Administrative Agent shall have received such other approvals, opinions or documents as any Lender or any LC Issuing Bank through the Administrative Agent may reasonably request.

Conditions Precedent to Initial Extensions of Credit. The obligation of each Lender, the Swingline Bank Lender to make its initial Advance and of each LC Issuing Bank, as applicable, Bank to make issue the initial Extension Letter of Credit is subject to be made by it hereunder shall become effective on and as of the first date on which the following conditions precedent have been satisfiedthat on or before the date of such Advance: (a) The Administrative Agent shall have received on or before such date the following, each dated such daythe same date (except for the financial statements referred to in paragraph (iv) below), in form and substance reasonably satisfactory to the Administrative Agent and (except for the notes described in sufficient copies paragraph (i)) with one copy for each LenderLender and each LC Issuing Bank: (i) A promissory note payable to the order of each Lender that requests one pursuant to Section 2.17; (ii) Certified copies of the resolutions of the board governing body of directors of each the Borrower approving this Agreement, and of all documents evidencing other necessary corporate limited liability company action and Governmental Approvals, if any, with respect to this Agreement (other than any documents evidencing Governmental Approvals described in Section 3.03).Agreement; (iiiii) A certificate of the Secretary or an Assistant Secretary of each the Borrower certifying (A) the names and true signatures of the officers of such the Borrower authorized to sign this Agreement, any Letter of Credit application Agreement and the other documents to be delivered by hereunder; (B) that attached thereto are true and correct copies of the articles of organization and the operating agreement of the Borrower, in each case in effect on such Borrower hereunder.date; and (C) that attached thereto are true and correct copies of all governmental and regulatory authorizations and approvals (if any) required for the due execution, delivery and performance of this Agreement; (iiiiv) Copies of the audited consolidated financial statements of the Borrower and its Subsidiaries for the calendar year ended as of December 31, 2011 (it being agreed that such financial statements will be deemed to have been delivered under this clause (iv) if (A) such documents are publicly available on XXXXX or on the Borrower’s website and (B) the Borrower has sent to the Administrative Agent written notice (which may be by electronic mail) that such documents are so available no later than the third Business Day immediately preceding the date of this Agreement); (v) A favorable opinion of counsel for the Borrowers (which may be an attorney of American Electric Power Service Corporation)Borrower, acceptable to the Administrative Agent, substantially in the form of Exhibit D C-1 hereto and as to such other matters as any Lender through the Administrative Agent may reasonably request.; (ivvi) A favorable opinion of special New York counsel for the Borrower, acceptable to the Administrative Agent, substantially in the form of Exhibit C-2 hereto and as to such other matters as any Lender through the Administrative Agent may reasonably request; (vii) A favorable opinion of King & Spalding LLP, special New York counsel for the Administrative Agent, substantially in the form of Exhibit E D hereto; (viii) All documentation and information required by regulatory authorities under applicable “know your customer” and anti-money laundering rules and regulations, including without limitation the Patriot Act, to the extent such documentation or information is requested by the Administrative Agent on behalf of the Lenders prior to the date hereof; and (ix) Evidence satisfactory to the Administrative Agent that the “Commitments” under, and as defined in, the Existing Credit Agreements have been terminated and that all amounts due and payable by the borrowers thereunder have been paid in full. (b) On such date, the following statements shall be true The Borrower and the Administrative Agent each LC Issuing Bank shall have received entered into an agreement, in form and substance satisfactory to such LC Issuing Bank, concerning fees payable by the Borrower to such LC Issuing Bank for its own account (the account of each Lender a certificate signed by a duly authorized officer of each Borrower, dated such date, stating that: (i) The representations and warranties of all Borrowers contained in Section 4.01 (other than the representation and warranty in Section 4.01(e) and the representation and warranty set forth in the last sentence of Section 4.01(f“LC Issuing Bank Fee Letters”)) are true and correct in all material respects on and as of such date, as though made on and as of such date, ; and (ii) No event has occurred and is continuing that constitutes a Default. (c) AEP shall have paid all accrued fees and expenses of the Administrative Agent, the Co-Lead Arrangers and the Lenders (including the accrued fees and expenses of counsel to the Administrative Agent to the extent then due and payable). (d) The Administrative Agent shall have received counterparts of this Agreement, executed and delivered by the Borrowersfees payable pursuant to the Fee Letters. (e) The Administrative Agent shall have received such other approvals, opinions or documents as any Lender or any LC Issuing Bank through the Administrative Agent may reasonably request.

Conditions Precedent to Initial Extensions of Credit. The obligation of each Lender, the Swingline Bank Lender to make its initial Advance and of each LC Issuing Bank, as applicable, Bank to make issue the initial Extension Letter of Credit is subject to be made by it hereunder shall become effective on and as of the first date on which the following conditions precedent have been satisfiedthat on or before the date of such Advance: (a) The Administrative Agent shall have received on or before such date the following, each dated such daythe same date (except for the financial statements referred to in paragraph (iv) below), in form and substance reasonably satisfactory to the Administrative Agent and (except for the notes described in sufficient copies paragraph (i)) with one copy for each LenderLender and each LC Issuing Bank: (i) A promissory note payable to the order of each Lender that requests one pursuant to Section 2.17; (ii) Certified copies of the resolutions of the board governing body of directors of each the Borrower approving this Agreement, and of all documents evidencing other necessary corporate limited liability company action and Governmental Approvals, if any, with respect to this Agreement (other than any documents evidencing Governmental Approvals described in Section 3.03).Agreement; (iiiii) A certificate of the Secretary or an Assistant Secretary of each the Borrower certifying (A) the names and true signatures of the officers of such the Borrower authorized to sign this Agreement, any Letter of Credit application Agreement and the other documents to be delivered by hereunder; (B) that attached thereto are true and correct copies of the articles of organization and the regulations of the Borrower, in each case in effect on such Borrower hereunder.date; and (C) that attached thereto are true and correct copies of all governmental and regulatory authorizations and approvals (if any) required for the due execution, delivery and performance of this Agreement; (iiiiv) Copies of the audited consolidated financial statements of the Borrower and its Subsidiaries for the calendar year ended as of December 31, 2011 (it being agreed that such financial statements will be deemed to have been delivered under this clause (iv) if (A) such documents are publicly available on XXXXX or on the Borrower’s website and (B) the Borrower has sent to the Administrative Agent written notice (which may be by electronic mail) that such documents are so available no later than the third Business Day immediately preceding the date of this Agreement); (v) A favorable opinion of counsel for the Borrowers (which may be an attorney of American Electric Power Service Corporation)Borrower, acceptable to the Administrative Agent, substantially in the form of Exhibit D C-1 hereto and as to such other matters as any Lender through the Administrative Agent may reasonably request.; (ivvi) A favorable opinion of special New York counsel for the Borrower, acceptable to the Administrative Agent, substantially in the form of Exhibit C-2 hereto and as to such other matters as any Lender through the Administrative Agent may reasonably request; (vii) A favorable opinion of special Texas counsel for the Borrower, acceptable to the Administrative Agent, substantially in the form of Exhibit C-3 hereto and as to such other matters as any Lender through the Administrative Agent may reasonably request; (viii) A favorable opinion of King & Spalding LLP, special New York counsel for the Administrative Agent, substantially in the form of Exhibit E D hereto; (ix) All documentation and information required by regulatory authorities under applicable “know your customer” and anti-money laundering rules and regulations, including without limitation the Patriot Act, to the extent such documentation or information is requested by the Administrative Agent on behalf of the Lenders prior to the date hereof; and (x) Evidence satisfactory to the Administrative Agent that the “Commitments” under, and as defined in, the Existing Credit Agreements have been terminated and that all amounts due and payable by the borrowers thereunder have been paid in full. (b) On such date, the following statements shall be true The Borrower and the Administrative Agent each LC Issuing Bank shall have received entered into an agreement, in form and substance satisfactory to such LC Issuing Bank, concerning fees payable by the Borrower to such LC Issuing Bank for its own account (the account of each Lender a certificate signed by a duly authorized officer of each Borrower, dated such date, stating that: (i) The representations and warranties of all Borrowers contained in Section 4.01 (other than the representation and warranty in Section 4.01(e) and the representation and warranty set forth in the last sentence of Section 4.01(f“LC Issuing Bank Fee Letters”)) are true and correct in all material respects on and as of such date, as though made on and as of such date, ; and (ii) No event has occurred and is continuing that constitutes a Default. (c) AEP shall have paid all accrued fees and expenses of the Administrative Agent, the Co-Lead Arrangers and the Lenders (including the accrued fees and expenses of counsel to the Administrative Agent to the extent then due and payable). (d) The Administrative Agent shall have received counterparts of this Agreement, executed and delivered by the Borrowersfees payable pursuant to the Fee Letters. (e) The Administrative Agent shall have received such other approvals, opinions or documents as any Lender or any LC Issuing Bank through the Administrative Agent may reasonably request.

Conditions Precedent to Initial Extensions of Credit. The obligation of each Lender, the Swingline Bank and each LC Issuing Bank, as applicable, Lender to make the initial Extension an Advance or any Issuing Bank to issue a Letter of Credit to be made by it hereunder shall become effective on and as the occasion of the first date on which Initial Extensions of Credit hereunder is subject to the satisfaction of the following conditions precedent have been satisfiedprecedent: (a) The Administrative Agent Lender Parties shall have received on or before such date be reasonably satisfied with the followingorganizational and legal structure and capitalization of each Loan Party and each of its Subsidiaries (including, each dated such daywithout limitation, in form the terms and substance reasonably satisfactory to the Administrative Agent in sufficient copies for each Lender: (i) Certified copies conditions of the resolutions Constitutive Documents and each class of Equity Interests in the board of directors Borrower and each such Subsidiary and of each Borrower approving this Agreement, and of all documents evidencing other necessary corporate action and Governmental Approvals, if any, with respect to this Agreement (other than any documents evidencing Governmental Approvals described in Section 3.03). (ii) A certificate of the Secretary agreement or Assistant Secretary of each Borrower certifying the names and true signatures of the officers of such Borrower authorized to sign this Agreement, any Letter of Credit application and the other documents to be delivered by such Borrower hereunder. (iii) A favorable opinion of counsel for the Borrowers (which may be an attorney of American Electric Power Service Corporation), substantially in the form of Exhibit D hereto and as instrument relating to such other matters as any Lender through the Administrative Agent may reasonably request. (iv) A favorable opinion of King & Spalding LLP, counsel for the Administrative Agent, in the form of Exhibit E heretostructure or capitalization). (b) On such dateAll of the Governmental Authorizations, and all of the following statements consents, approvals and authorizations of, notices and filings to or with, and other actions by, any other Person necessary in connection with any aspect of the Transaction, any of the Loan Documents or any of the other transactions contemplated thereby shall have been obtained (without the imposition of any conditions that are not reasonably acceptable to the Lender Parties) and shall remain in full force and effect; all applicable waiting periods shall have expired without any action being taken by any competent authority; and no Requirement of Law shall be true and the Administrative Agent shall have received for the account of each Lender a certificate signed by a duly authorized officer of each Borrower, dated such date, stating that: (i) The representations and warranties of all Borrowers contained in Section 4.01 (other than the representation and warranty in Section 4.01(e) and the representation and warranty set forth applicable in the last sentence reasonable judgment of Section 4.01(f)) are true and correct in all material respects on and as the Lender Parties that restrains, prevents or imposes materially adverse conditions upon any aspect of such datethe Transaction, as though made on and as any of such date, and (ii) No event has occurred and is continuing that constitutes a Defaultthe Loan Documents or any of the other transactions contemplated thereby. (c) AEP Before giving effect and immediately after giving pro forma effect to the Transaction, no Material Adverse Change shall have paid all accrued fees and expenses of the Administrative Agentoccurred since December 31, the Co-Lead Arrangers and the Lenders (including the accrued fees and expenses of counsel to the Administrative Agent to the extent then due and payable)1999. (d) The Administrative Agent There shall exist no action, suit, investigation, litigation, arbitration or proceeding pending or, to the best knowledge of the Borrower, threatened against or affecting the Borrower or any of its Subsidiaries or any of the property or assets thereof in any court or before any arbitrator or by or before any Governmental Authority of any kind (i) that, either individually or in the aggregate, is reasonably expected to have received counterparts a Material Adverse Effect or (ii) which purports to affect the legality, validity, binding effect or enforceability of this Agreementany aspect of the Transaction, executed and delivered by any of the BorrowersLoan Documents or any of the other transactions contemplated thereby. (e) The Administrative Agent Each aspect of the Transaction shall have received such other approvals, opinions been consummated or documents as any Lender shall be consummated on the Effective Date in compliance with all applicable Requirements of Law. All amounts owing by the Borrower or any LC Issuing Bank through of its Subsidiaries to the Administrative Agent may reasonably request.lenders and agents under the Existing Credit

Conditions Precedent to Initial Extensions of Credit. The obligation of each Lender, the Swingline Bank Lender to make its initial Advance and of each LC Issuing Bank, as applicable, Bank to make issue the initial Extension Letter of Credit is subject to be made by it hereunder shall become effective on and as of the first date on which the following conditions precedent have been satisfiedthat on or before the date of such Advance: (a) The Administrative Agent shall have received on or before such date the following, each dated such daythe same date (except for the financial statements referred to in paragraph (iv) below), in form and substance reasonably satisfactory to the Administrative Agent and (except for the notes described in sufficient copies paragraph (i)) with one copy for each LenderLender and each LC Issuing Bank: (i) A promissory note payable to the order of each Lender that requests one pursuant to Section 2.17; (ii) Certified copies of the resolutions of the board Board of directors Directors of each the Borrower approving this Agreement, and of all documents evidencing other necessary corporate action and Governmental Approvals, if any, with respect to this Agreement (other than any documents evidencing Governmental Approvals described in Section 3.03).Agreement; (iiiii) A certificate of the Secretary or an Assistant Secretary of each the Borrower certifying (A) the names and true signatures of the officers of such the Borrower authorized to sign this Agreement, any Letter of Credit application Agreement and the other documents to be delivered by hereunder; (B) that attached thereto are true and correct copies of the Certificate of Incorporation and the By Laws of the Borrower, in each case in effect on such date; and (C) that attached thereto are true and correct copies of all governmental and regulatory authorizations and approvals required for the due execution, delivery and performance of this Agreement, including, without limitation, a copy of the orders dated April 3, 2001 and November 25, 2002 (File No. 70-9749) of the SEC under the Public Utility Holding Company Act of 1935 authorizing the Borrower hereunder.to obtain Extensions of Credit through June 30, 2004 and to execute, deliver and perform this Agreement (the “SEC Orders”); (iiiiv) Copies of the consolidated balance sheets of the Borrower and its subsidiaries as of December 31, 2003, and the related consolidated statements of income, retained earnings and cash flows of the Borrower and its subsidiaries for the fiscal year then ended, and copies of the consolidated financial statements of the Borrower and its subsidiaries as of March 31, 2004, in each case certified by a duly authorized officer of the Borrower as having been prepared in accordance with generally accepted accounting principles consistently applied; (v) A favorable opinion of counsel for the Borrowers (which may be an attorney of American Electric Power Service Corporation)Borrower, acceptable to the Administrative Agent, substantially in the form of Exhibit D C hereto and as to such other matters as any Lender through the Administrative Agent may reasonably request.; and (ivvi) A favorable opinion of King & Spalding LLP, special New York counsel for the Administrative Agent, substantially in the form of Exhibit E D hereto. (b) On such date, the following statements shall be true and the Administrative Agent shall have received for the account of each Lender a certificate signed by a duly authorized officer of each Borrower, dated such date, stating that: (i) The representations and warranties of all Borrowers contained in Section 4.01 (other than the representation and warranty in Section 4.01(e) and the representation and warranty set forth in the last sentence of Section 4.01(f)) are true and correct in all material respects on and as of such date, as though made on and as of such date, and (ii) No event has occurred and is continuing that constitutes a Default. (c) AEP shall have paid all accrued fees and expenses of the Administrative Agent, the Co-Lead Arrangers and the Lenders (including the accrued fees and expenses of counsel to the Administrative Agent to the extent then due and payable). (d) The Administrative Agent shall have received counterparts of this Agreement, executed and delivered by the Borrowersfees payable pursuant to the Fee Letter. (ec) The Administrative Agent commitments of the lenders under the Existing Credit Agreement shall have received been terminated, and the obligations of the Borrower under the Existing Credit Agreement to such other approvals, opinions or documents as any Lender or any lenders shall have been paid in full. (d) The initial Letter of Credit shall be in form and substance acceptable to the LC Issuing Bank through the Administrative Agent may reasonably requestissuing such Letter of Credit.

Conditions Precedent to Initial Extensions of Credit. The effectiveness of this Agreement and the obligation of each Lender, the Swingline Bank and each LC Issuing Bank, as applicable, Lender to make an Advance on the initial Extension occasion of the Initial Extensions of Credit hereunder is subject to be made by it hereunder shall become effective on and as the satisfaction of the first date on which the following conditions precedent have been satisfiedbefore or concurrently with the Initial Extensions of Credit: (a) The Administrative Agent shall have received on or before such date the day of the Initial Extensions of Credit the following, each of which shall be originals or telecopies (followed promptly by originals) unless otherwise specified, each properly executed by a Responsible Officer of the signing Loan Party, each dated such daythe Closing Date (or, in the case of certificates of governmental officials, a recent date before the Closing Date) (unless otherwise specified), in form and substance reasonably satisfactory to the Administrative Agent and each of the Lenders (unless otherwise specified) and (except for the Notes, as to which one original of each shall be sufficient) in sufficient copies for each Lender: (i) Certified counterparts of this Agreement, executed and delivered by the Administrative Agent, the Borrowers, the Guarantors and each Lender listed on Schedule II; (ii) a Term Note executed by the Borrowers in favor of each Term Loan Lender requesting such Note, and a Delayed Draw Term Note in favor of each Delayed Draw Term Lender requesting such Note; (iii) in each case, solely with respect to Collateral required to be granted on the Closing Date, a pledge agreement (together with each joinder or supplement delivered pursuant to Section 5.01, the “Pledge Agreement”), duly executed by the applicable Grantors, together with: (A) certificates or instruments, if any, representing the Collateral pledged thereunder accompanied by all endorsements and/or powers required by the Pledge Agreement, (B) evidence that (x) all proper financing statements have been or contemporaneously therewith will be duly filed under the Uniform Commercial Code of all applicable jurisdictions and (y) all applicable perfection requirements that the Administrative Agent reasonably may deem necessary or desirable in order to perfect the Liens created under the Pledge Agreement, covering the Collateral described in the Pledge Agreement, and (C) completed requests for information listing all effective financing statements filed in the jurisdictions referred to in clause (B) above that name any Grantor as debtor, together with (x) copies of such other financing statements and (y) if any such financing statement covers Collateral, termination statements (or similar documents) for filing in all applicable jurisdictions as may be necessary to terminate any such effective financing statements (or equivalent filings), and (D) evidence that all other actions, recordings and filings that the Administrative Agent may deem reasonably necessary or desirable in order to perfect the Liens created under the Pledge Agreement have been taken; (iv) certified copies of the resolutions of the board of directors of the Parent, each Borrower and/or of the board of directors or other equivalent governing body of each other Loan Party for which it is the ultimate signatory, in each case, unanimously approving this Agreementthe transactions contemplated by the Loan Documents and each Loan Document to which it or such Loan Party is or is to be a party, and of all documents evidencing other necessary corporate action and Governmental Approvalsgovernmental and other third party approvals and consents, if any, with respect to this Agreement (other than any documents evidencing Governmental Approvals described in Section 3.03).the transactions under the Loan Documents and each Loan Document to which it or such Loan Party is or is to be a party; (iiv) A a copy of a certificate of the Secretary of State (or Assistant Secretary equivalent authority) of the jurisdiction of incorporation, organization or formation of each Borrower Loan Party and of each general partner or managing member (if any) of each Loan Party, certifying, if and to the extent such certification is generally available for entities of the type of such Loan Party, (A) as to a true and correct copy of the charter, certificate of limited partnership, limited liability company agreement or other organizational document of such Loan Party, general partner or managing member, as the case may be, and each amendment thereto on file in such Secretary’s office, (B) that (1) such amendments are the only amendments to the charter, certificate of limited partnership, limited liability company agreement or other organizational document, as applicable, of such Loan Party, general partner or managing member, as the case may be, on file in such Secretary’s office, (2) such Loan Party, general partner or managing member, as the case may be, has paid all franchise taxes to the date of such certificate and (C) such Loan Party, general partner or managing member, as the case may be, is duly incorporated, organized or formed and in good standing or presently subsisting under the laws of the jurisdiction of its incorporation, organization or formation; (vi) [intentionally omitted]; (vii) a certificate of each Loan Party and of each general partner or managing member (if any) of each Loan Party, signed on behalf of such Loan Party, general partner or managing member, as applicable, by any two of its Responsible Officers, dated the Closing Date (the statements made in which certificate shall be true on and as of the date of the Initial Extensions of Credit), certifying as to (A) the absence of any amendments to the constitutive documents of such Loan Party, general partner or managing member, as applicable, since the date of the certificate referred to in Section 3.01(a)(v), (B) a true and correct copy of the bylaws, operating agreement, partnership agreement or other governing document of such Loan Party, general partner or managing member, as applicable, as in effect on the date on which the resolutions referred to in Section 3.01(a)(iv) were adopted and on the date of the Initial Extensions of Credit, and (C) the due incorporation, organization or formation and good standing or valid existence of such Loan Party, general partner or managing member, as applicable, as a corporation, limited liability company or partnership organized under the laws of the jurisdiction of its incorporation, organization or formation and the absence of any proceeding for the dissolution or liquidation of such Loan Party, general partner or managing member, as applicable; (viii) a certificate of a Responsible Officer of each Loan Party (or of the general partner or managing member of any Loan Party) and of each general partner or managing member (if any) of each Loan Party certifying the names and true signatures of the officers of such Borrower Loan Party, or of the general partner or managing member of such Loan Party, authorized to sign this Agreement, any Letter of Credit application each Loan Document to which it is or is to be a party and the other documents to be delivered by such Borrower hereunder.hereunder and thereunder; (iiiix) A a Solvency Certificate; (x) the favorable opinion of counsel (i) Hunton Axxxxxx Xxxxx LLP and (ii) Center for Economic Development Law, LLC, each addressed to the Borrowers (which may be an attorney of American Electric Power Service Corporation)Administrative Agent and each Lender, substantially in the form of Exhibit D hereto and as to such other matters concerning the Loan Parties and the Loan Documents as any Lender through the Administrative Agent may reasonably request.; and (ivxi) A favorable opinion a notice of King & Spalding LLPBorrowing relating to the Initial Extensions of Credit and, counsel for if a Borrowing of Term SOFR Advances is being requested to be made on the Closing Date, a breakage indemnity letter agreement executed by the Borrowers in form and substance satisfactory to the Administrative Agent, in each case, dated and delivered to the form of Exhibit E heretoAdministrative Agent at least three (3) Business Days prior to the Closing Date. (b) On such dateThe Closing Date Acquisition shall have been or, substantially concurrently with the borrowing of the Term Loan Advances on the Closing Date shall be, consummated in all material respects in accordance with the terms of the Acquisition Agreement, without giving effect to any amendments, modifications or waivers by a Borrower or any of its Affiliates of, or consents by a Borrower or any of its Affiliates under, the following statements Acquisition Agreement as in effect on November 2, 2021, that are materially adverse to the Lenders or the Arrangers, in their respective capacities, without the prior written consent of the Arrangers, such consent not to be unreasonably withheld, delayed or conditioned (it being understood and agreed that (a) any decrease in the purchase price payable under the Acquisition Agreement with respect to the Closing Date Acquired Properties shall not be materially adverse to the Lenders or the Arrangers so long as at least fifty percent (50%) of such decrease is allocated to reduce the Term Loan Advances to be funded on the Closing Date, (b) any increase in the purchase price payable under the Acquisition Agreement with respect to the Closing Date Acquired Properties shall not be materially adverse to the Lenders so long as such increase is funded by an increase in the aggregate value of the Equity Contribution) and (c) any amendment or modification to the definition of Material Adverse Effect (as such term is defined in the Acquisition Agreement), and any consent or waiver given by a Borrower or any Affiliate thereof as to any matter that would but for such consent constitute a Material Adverse Effect, shall be true and deemed to be materially adverse to the Administrative Agent shall have received for the account of each Lender a certificate signed by a duly authorized officer of each Borrower, dated such date, stating that: (i) Lenders). The representations and warranties of all Borrowers contained in Section 4.01 Acquisition Agreement (other than schedules and exhibits thereto) shall be in form and substance reasonably satisfactory to the representation Arrangers (it being acknowledged that the Arrangers are satisfied with the draft Acquisition Agreement (but not schedules and warranty exhibits thereto) provided to counsel to the Arrangers at 11:06 p.m. Eastern time on November 2, 2021). (c) Since November 2, 2021, no Material Adverse Effect (as such term in Section 4.01(e) and the representation and warranty set forth defined in the last sentence Acquisition Agreement), without giving effect to any amendment or modification to such definition or consent or waiver given by a Borrower or any Affiliate thereof as to any matter that would, but for such consent, constitute a Material Adverse Effect (as such term in defined in the Acquisition Agreement). (d) The Equity Contribution shall have been, or substantially concurrently with the borrowing of Section 4.01(fthe Term Loan Advances on the Closing Date shall be, consummated. (e) The Refinancing shall have been or, substantially concurrently with the borrowing of the Term Loan Advances on the Closing Date shall be, consummated (provided that the Refinancing shall be deemed consummated upon the deposit, with proceeds of the Term Loan Advances, of an amount equal to such Refinancing with Fidelity National Title Insurance Company). (f) are The Specified Representations shall be true and correct in all material respects on and as of such date, as though made on and as of such date, and (ii) No event has occurred and is continuing that constitutes a Defaultthe Closing Date. (cg) AEP The Acquisition Agreement Representations shall be true and correct in all respects as of the Closing Date except to the extent that neither any Borrower nor any Affiliate thereof would not have the right to terminate its obligations as a result of a breach of such representations and warranties. (h) The Arrangers shall have paid received GAAP audited consolidated balance sheets and related statements of income, changes in equity and cash flows of the Parent for the fiscal years ended December 31, 2019 and December 31, 2020 (each of which the Arrangers acknowledge have been received). (i) To the extent invoiced at least one business day prior to the Closing Date, all accrued costs, fees and expenses (including legal fees and expenses and the fees and expenses of any other advisors) and other compensation due and payable to the Administrative Agent, the Co-Lead Arrangers and the Lenders on the Closing Date shall have been paid. (including j) The Borrowers and each Guarantor shall have provided to the accrued fees Administrative Agent and expenses the Lenders the documentation and other information requested by the Administrative Agent or any Lender to comply with its “know your customer” requirements and to confirm compliance with all applicable Sanctions, Anti-Corruption Laws, the Trading with the Enemy Act and the Patriot Act, and (ii) if a Borrower qualifies as a “legal entity customer” within the meaning of counsel the Beneficial Ownership Regulation, such Borrower shall have provided to the Administrative Agent (for further delivery by the Administrative Agent to the Lenders in accordance with its customary practice) a Beneficial Ownership Certification for such Borrower; in each case received by each requesting Person at least five (5) Business Days prior to the Closing Date to the extent then due and payable)such information is requested at least ten (10) Business Days prior to the Closing Date. (d) The Administrative Agent shall have received counterparts of this Agreement, executed and delivered by the Borrowers. (e) The Administrative Agent shall have received such other approvals, opinions or documents as any Lender or any LC Issuing Bank through the Administrative Agent may reasonably request.

Conditions Precedent to Initial Extensions of Credit. The obligation of each Lender, the Swingline Bank and each LC Issuing Bank, as applicable, Lender to make an Advance on the initial Extension occasion of the Initial Extensions of Credit hereunder is subject to be made by it hereunder shall become effective on and as the satisfaction of the first date on which the following conditions precedent have been satisfiedbefore or concurrently with the Initial Extensions of Credit: (a) The Administrative Agent shall have received on or before such date the day of the Initial Extensions of Credit the following, each of which shall be originals or telecopies (followed promptly by originals) unless otherwise specified, each properly executed by a Responsible Officer of the signing Loan Party, each dated such daythe Closing Date (or, in the case of certificates of governmental officials, a recent date before the Closing Date) (unless otherwise specified), in form and substance reasonably satisfactory to the Administrative Agent and each of the Lenders (unless otherwise specified) and (except for the Notes, as to which one original of each shall be sufficient) in sufficient copies for each Lender: (i) counterparts of this Agreement, executed and delivered by the Administrative Agent, the Borrower, the Guarantors and each Lender listed on Schedule I. (ii) a Revolving Credit Note and/or Term Note, as applicable, executed by the Borrower in favor of each applicable Lender requesting such Note. (iii) in each case, solely with respect to Collateral required to be granted on the Closing Date, a pledge agreement (together with each joinder or supplement delivered pursuant to Section 5.01, the “Pledge Agreement”), duly executed by the applicable Grantors, together with: (A) certificates or instruments, if any, representing the Collateral pledged thereunder accompanied by all endorsements and/or powers required by the Pledge Agreement, (B) evidence that (x) all proper financing statements have been or contemporaneously therewith will be duly filed under the Uniform Commercial Code of all applicable jurisdictions and (y) all applicable perfection requirements that the Administrative Agent reasonably may deem necessary or desirable in order to perfect the Liens created under the Pledge Agreement, covering the Collateral described in the Pledge Agreement, and (C) completed requests for information listing all effective financing statements filed in the jurisdictions referred to in clause (B) above that name any Grantor as debtor, together with (x) copies of such other financing statements and (y) if any such financing statement covers Collateral, termination statements (or similar documents) for filing in all applicable jurisdictions as may be necessary to terminate any such effective financing statements (or equivalent filings), and (D) evidence that all other actions, recordings and filings that the Administrative Agent may deem reasonably necessary or desirable in order to perfect the Liens created under the Pledge Agreement have been taken; (iv) A list (the “Borrowing Base Asset List”) of the Borrowing Base Assets in the Borrowing Base Pool as of the Closing Date (the “Initial Borrowing Base Assets”); and the Borrowing Base Asset List is attached hereto as Schedule 3.01(a)(iv); (v) A Borrowing Base Asset Designation Package with respect to each Initial Borrowing Base Asset, and such other information concerning the Initial Borrowing Base Assets as may reasonably be requested, in each case in form and substance reasonably acceptable to the Administrative Agent, the Arranger and the Lenders. (vi) Certified copies of the resolutions of the board of directors of the Parent, the Borrower and/or of the board of directors or other equivalent governing body of each Borrower other Loan Party for which it is the ultimate signatory, in each case, unanimously approving this Agreementthe transactions contemplated by the Loan Documents and each Loan Document to which it or such Loan Party is or is to be a party, and of all documents evidencing other necessary corporate action and Governmental Approvalsgovernmental and other third party approvals and consents, if any, with respect to this Agreement (other than any documents evidencing Governmental Approvals described in Section 3.03)the transactions under the Loan Documents and each Loan Document to which it or such Loan Party is or is to be a party. (iivii) A copy of a certificate of the Secretary of State (or equivalent authority) of the jurisdiction of incorporation, organization or formation of each Loan Party and of each general partner or managing member (if any) of each Loan Party, certifying, if and to the extent such certification is generally available for entities of the type of such Loan Party, (A) as to a true and correct copy of the charter, certificate of limited partnership, limited liability company agreement or other organizational document of such Loan Party, general partner or managing member, as the case may be, and each amendment thereto on file in such Secretary’s office, (B) that (1) such amendments are the only amendments to the charter, certificate of limited partnership, limited liability company agreement or other organizational document, as applicable, of such Loan Party, general partner or managing member, as the case may be, on file in such Secretary’s office, (2) such Loan Party, general partner or managing member, as the case may be, has paid all franchise taxes to the date of such certificate and (C) such Loan Party, general partner or managing member, as the case may be, is duly incorporated, organized or formed and in good standing or presently subsisting under the laws of the jurisdiction of its incorporation, organization or formation. (viii) Such documents and certifications as the Administrative Agent may reasonably require to evidence that in each jurisdiction in which any Loan Party or any general partner or managing member of a Loan Party owns or leases property or in which the conduct of its business requires it to qualify or be licensed as a foreign corporation except where the failure to so qualify or be licensed could not reasonably be expected to result in a Material Adverse Effect, such Loan Party, general partner or managing member, as the case may be, is duly qualified and in good standing as a foreign corporation, limited partnership or limited liability company in such State and has filed all annual reports required to be filed to the date of such certificate. (ix) A certificate of the Secretary or Assistant Secretary each Loan Party and of each Borrower general partner or managing member (if any) of each Loan Party, signed on behalf of such Loan Party, general partner or managing member, as applicable, by any two of its Responsible Officers, dated the Closing Date (the statements made in which certificate shall be true on and as of the date of the Initial Extensions of Credit), certifying as to (A) the absence of any amendments to the constitutive documents of such Loan Party, general partner or managing member, as applicable, since the date of the certificate referred to in Section 3.01(a)(vii), (B) a true and correct copy of the bylaws, operating agreement, partnership agreement or other governing document of such Loan Party, general partner or managing member, as applicable, as in effect on the date on which the resolutions referred to in Section 3.01(a)(vi) were adopted and on the date of the Initial Extensions of Credit, (C) the due incorporation, organization or formation and good standing or valid existence of such Loan Party, general partner or managing member, as applicable, as a corporation, limited liability company or partnership organized under the laws of the jurisdiction of its incorporation, organization or formation and the absence of any proceeding for the dissolution or liquidation of such Loan Party, general partner or managing member, as applicable, (D) the truth of the representations and warranties contained in the Loan Documents as though made on and as of the date of the Initial Extensions of Credit and (E) the absence of any event occurring and continuing, or resulting from the Initial Extensions of Credit, that constitutes a Default. (x) A certificate of a Responsible Officer of each Loan Party (or of the general partner or managing member of any Loan Party) and of each general partner or managing member (if any) of each Loan Party certifying the names and true signatures of the officers of such Borrower Loan Party, or of the general partner or managing member of such Loan Party, authorized to sign this Agreement, any Letter of Credit application each Loan Document to which it is or is to be a party and the other documents to be delivered by such Borrower hereunderhereunder and thereunder. (iiixi) A favorable opinion certificate of counsel a Responsible Officer of the Borrower either (A) attaching copies of all consents, licenses and approvals required in connection with the execution, delivery and performance by all Loan Parties and the validity against such Loan Party of the Loan Documents to which it is a party, and such consents, licenses and approvals shall be in full force and effect, or (B) stating that no such consents, licenses or approvals are so required. (xii) Such financial, business and other information regarding each Loan Party and its Subsidiaries as the Lenders shall have reasonably requested, including, without limitation, information as to possible contingent liabilities, tax matters, environmental matters, insurance, obligations under Plans, Multiemployer Plans and Welfare Plans, collective bargaining agreements and other arrangements with employees, historical operating statements (if any), financial statements of the Parent and/or the Initial Borrowing Base Assets, and financial projections for the Borrowers Borrower’s consolidated operations. (which may be an attorney xiii) Favorable opinions of American Electric Power Service Corporation)(A) Kleinberg, substantially in Kaplan, Wxxxx & Cxxxx, P.C., special New York counsel to the form of Exhibit D hereto Loan Parties and (B) Bxxxxx Xxxxxx LLP, Delaware counsel to the Loan Parties, each addressed to the Administrative Agent and each Lender, as to such other matters concerning the Loan Parties and the Loan Documents as any Lender through the Administrative Agent may reasonably request. (ivxiv) A favorable opinion duly completed compliance certificate as of King & Spalding LLPthe fiscal month ended August 31, counsel 2019: (A) certifying that the Loan Parties are in compliance with the provisions of Sections 5.04, and that the Minimum Value Condition is satisfied, in each case, on a pro forma basis after giving effect to the consummation of the Acquisition and the occurrence of the Initial Extensions of Credit on the Closing Date), and including in reasonable detail the calculations thereof, and (B) including (1) reasonably detailed calculations of Availability and Aggregate Borrowing Base (in each case, on a pro forma basis after giving effect to the consummation of the Acquisition and the occurrence of the Initial Extensions of Credit on the Closing Date), (2) a summary report of the Gross Hotel Revenues and Borrowing Base Adjusted NOI attributable to each Initial Borrowing Base Asset for the then most recently ended period of four (4) consecutive fiscal quarters for which financial statements are available, prepared on a basis consistent with the Audited Financial Statements, and (3) a year-to-date profit and loss statement for each Initial Borrowing Base Asset. (xv) A Notice of Borrowing relating to the Initial Extensions of Credit and, if a Borrowing of Eurodollar Rate Advances is being requested to be made on the Closing Date, a breakage indemnity letter agreement executed by the Borrower in form and substance satisfactory to the Administrative Agent, in each case, dated and delivered to the form of Exhibit E heretoAdministrative Agent at least three (3) Business Days prior to the Closing Date. (xvi) such other assurances, certificates, documents, consents or opinions as the Administrative Agent or the Required Lenders reasonably may require. (b) On such dateThe Administrative Agent, the following statements Arranger and the Lenders shall be true satisfied with the corporate and legal structure and capitalization of each Loan Party and its Subsidiaries, including the terms and conditions of the charter and bylaws, operating agreement, partnership agreement or other governing document of each of them, and shall have completed all due diligence with respect to the Parent and its Subsidiaries, and their respective business, operations, assets and liabilities, in scope and substance reasonably satisfactory to the Administrative Agent, the Arranger and the Administrative Agent shall have received for the account of each Lender a certificate signed by a duly authorized officer of each Borrower, dated such date, stating that: (i) The representations and warranties of all Borrowers contained in Section 4.01 (other than the representation and warranty in Section 4.01(e) and the representation and warranty set forth in the last sentence of Section 4.01(f)) are true and correct in all material respects on and as of such date, as though made on and as of such date, and (ii) No event has occurred and is continuing that constitutes a DefaultLenders. (c) AEP Before and after giving effect to the transactions contemplated by the Loan Documents, there shall have occurred no Material Adverse Change in the business, assets, properties, liabilities (actual or contingent), operations, condition (financial or otherwise) or prospects of the Loan Parties. (d) There shall exist no action, suit, investigation, litigation or proceeding affecting any Loan Party or any of its Subsidiaries pending or threatened before any court, governmental agency or arbitrator that (i) could reasonably be expected to result in a Material Adverse Effect or (ii) purports to affect the legality, validity or enforceability of any Loan Document or the consummation of the transactions contemplated thereby. (e) All governmental and third party consents and approvals necessary in connection with the transactions contemplated by the Loan Documents shall have been obtained (without the imposition of any conditions that are not acceptable to the Lenders) and shall remain in effect, and no law or regulation shall be applicable in the reasonable judgment of the Lenders that restrains, prevents or imposes materially adverse conditions upon the transactions contemplated by the Loan Documents. (f) Each Guarantor shall have complied with the requirements of Section 5.02(p) and provided evidence of such compliance satisfactory to the Administrative Agent. (g) The Borrower shall have paid all accrued fees of the Administrative Agent and the Lenders and all reasonable, out-of-pocket expenses of the Administrative Agent. (h) Unless waived by the Administrative Agent, the Co-Lead Arrangers Borrower shall have paid all fees, charges and the Lenders (including the accrued fees and expenses disbursements of counsel to the Administrative Agent (directly to such counsel if requested by the Administrative Agent) to the extent then due invoiced prior to or on the Closing Date, plus such additional amounts of such fees, charges and payabledisbursements as shall constitute its reasonable estimate of such fees, charges and disbursements incurred or to be incurred by it through the closing proceedings (provided that such estimate shall not thereafter preclude a final settling of accounts between the Borrower and the Administrative Agent). (di) The Administrative Agent Substantially concurrently with the Initial Extensions of Credit hereunder, the Acquisition shall have received counterparts of this Agreement, executed been consummated in compliance with applicable law and delivered by the Borrowersregulatory approvals. (ei) The Administrative Agent Borrower and each Guarantor shall have received such other approvals, opinions or documents as any Lender or any LC Issuing Bank through provided to the Administrative Agent may reasonably requestand the Lenders the documentation and other information requested by the Administrative Agent or any Lender to comply with its “know your customer” requirements and to confirm compliance with all applicable Sanctions, Anti-Corruption Laws, the Trading with the Enemy Act and the Patriot Act, and (ii) if the Borrower qualifies as a “legal entity customer” within the meaning of the Beneficial Ownership Regulation, the Borrower shall have provided to the Administrative Agent (for further delivery by the Administrative Agent to the Lenders in accordance with its customary practice) a Beneficial Ownership Certification for the Borrower; in each case received by each requesting Person at least five (5) Business Days prior to the Closing Date to the extent such information is requested at least ten (10) Business Days prior to the Closing Date.

Conditions Precedent to Initial Extensions of Credit. The obligation of each Lender, the Swingline Bank and each LC Issuing Bank, as applicable, Lender to make an Advance on the initial Extension occasion of the Initial Extensions of Credit hereunder is subject to be made by it hereunder shall become effective on and as the satisfaction of the first date on which the following conditions precedent have been satisfiedbefore or concurrently with the Initial Extensions of Credit: (a) The Administrative Agent shall have received on or before such date the day of the Initial Extensions of Credit the following, each of which shall be originals or telecopies (followed promptly by originals) unless otherwise specified, each properly executed by a Responsible Officer of the signing Loan Party, each dated such daythe Closing Date (or, in the case of certificates of governmental officials, a recent date before the Closing Date) (unless otherwise specified), in form and substance reasonably satisfactory to the Administrative Agent and each of the Lenders (unless otherwise specified) and (except for the Notes, as to which one original of each shall be sufficient) in sufficient copies for each Lender: (i) counterparts of this Agreement, executed and delivered by the Administrative Agent, the Borrower, the Guarantors and each Lender listed on Schedule I. (ii) a Revolving Note and/or Term Note, as applicable, executed by the Borrower in favor of each applicable Lender requesting such Note. (iii) in each case, solely with respect to Collateral required to be granted on the Closing Date, a pledge agreement (together with each joinder or supplement delivered pursuant to Section 5.01, the “Pledge Agreement”), duly executed by the applicable Grantors, together with: (A) certificates or instruments, if any, representing the Collateral pledged thereunder accompanied by all endorsements and/or powers required by the Pledge Agreement, (B) evidence that (x) all proper financing statements have been or contemporaneously therewith will be duly filed under the Uniform Commercial Code of all applicable jurisdictions and (y) all applicable perfection requirements that the Administrative Agent reasonably may deem necessary or desirable in order to perfect the Liens created under the Pledge Agreement, covering the Collateral described in the Pledge Agreement, and (C) completed requests for information listing all effective financing statements filed in the jurisdictions referred to in clause (B) above that name any Grantor as debtor, together with (x) copies of such other financing statements and (y) if any such financing statement covers Collateral, termination statements (or similar documents) for filing in all applicable jurisdictions as may be necessary to terminate any such effective financing statements (or equivalent filings), and (D) evidence that all other actions, recordings and filings that the Administrative Agent may deem reasonably necessary or desirable in order to perfect the Liens created under the Pledge Agreement have been taken; (iv) A list (the “Borrowing Base Asset List”) of the Borrowing Base Assets in the Borrowing Base Pool as of the Closing Date (the “Initial Borrowing Base Assets”); and the Borrowing Base Asset List is attached hereto as Schedule 3.01(a)(iv); (v) A Borrowing Base Asset Designation Package with respect to each Initial Borrowing Base Asset, and such other information concerning the Initial Borrowing Base Assets as may reasonably be requested, in each case in form and substance reasonably acceptable to the Administrative Agent, the Arranger and the Lenders. (vi) Certified copies of the resolutions of the board of directors of the Parent, the Borrower and/or of the board of directors or other equivalent governing body of each Borrower other Loan Party for which it is the ultimate signatory, in each case, unanimously approving this Agreementthe transactions contemplated by the Loan Documents and each Loan Document to which it or such Loan Party is or is to be a party, and of all documents evidencing other necessary corporate action and Governmental Approvalsgovernmental and other third party approvals and consents, if any, with respect to this Agreement (other than any documents evidencing Governmental Approvals described in Section 3.03)the transactions under the Loan Documents and each Loan Document to which it or such Loan Party is or is to be a party. (iivii) A copy of a certificate of the Secretary of State (or equivalent authority) of the jurisdiction of incorporation, organization or formation of each Loan Party and of each general partner or managing member (if any) of each Loan Party, certifying, if and to the extent such certification is generally available for entities of the type of such Loan Party, (A) as to a true and correct copy of the charter, certificate of limited partnership, limited liability company agreement or other organizational document of such Loan Party, general partner or managing member, as the case may be, and each amendment thereto on file in such Secretary’s office, (B) that (1) such amendments are the only amendments to the charter, certificate of limited partnership, limited liability company agreement or other organizational document, as applicable, of such Loan Party, general partner or managing member, as the case may be, on file in such Secretary’s office, (2) such Loan Party, general partner or managing member, as the case may be, has paid all franchise taxes to the date of such certificate and (C) such Loan Party, general partner or managing member, as the case may be, is duly incorporated, organized or formed and in good standing or presently subsisting under the laws of the jurisdiction of its incorporation, organization or formation. (viii) Such documents and certifications as the Administrative Agent may reasonably require to evidence that in each jurisdiction in which any Loan Party or any general partner or managing member of a Loan Party owns or leases property or in which the conduct of its business requires it to qualify or be licensed as a foreign corporation except where the failure to so qualify or be licensed could not reasonably be expected to result in a Material Adverse Effect, such Loan Party, general partner or managing member, as the case may be, is duly qualified and in good standing as a foreign corporation, limited partnership or limited liability company in such State and has filed all annual reports required to be filed to the date of such certificate. (ix) A certificate of the Secretary or Assistant Secretary each Loan Party and of each Borrower general partner or managing member (if any) of each Loan Party, signed on behalf of such Loan Party, general partner or managing member, as applicable, by any two of its Responsible Officers, dated the Closing Date (the statements made in which certificate shall be true on and as of the date of the Initial Extensions of Credit), certifying as to (A) the absence of any amendments to the constitutive documents of such Loan Party, general partner or managing member, as applicable, since the date of the certificate referred to in Section 3.01(a)(vii), (B) a true and correct copy of the bylaws, operating agreement, partnership agreement or other governing document of such Loan Party, general partner or managing member, as applicable, as in effect on the date on which the resolutions referred to in Section 3.01(a)(vi) were adopted and on the date of the Initial Extensions of Credit, (C) the due incorporation, organization or formation and good standing or valid existence of such Loan Party, general partner or managing member, as applicable, as a corporation, limited liability company or partnership organized under the laws of the jurisdiction of its incorporation, organization or formation and the absence of any proceeding for the dissolution or liquidation of such Loan Party, general partner or managing member, as applicable, (D) the truth of the representations and warranties contained in the Loan Documents as though made on and as of the date of the Initial Extensions of Credit and (E) the absence of any event occurring and continuing, or resulting from the Initial Extensions of Credit, that constitutes a Default. (x) A certificate of a Responsible Officer of each Loan Party (or of the general partner or managing member of any Loan Party) and of each general partner or managing member (if any) of each Loan Party certifying the names and true signatures of the officers of such Borrower Loan Party, or of the general partner or managing member of such Loan Party, authorized to sign this Agreement, any Letter of Credit application each Loan Document to which it is or is to be a party and the other documents to be delivered by such Borrower hereunderhereunder and thereunder. (iiixi) A favorable opinion certificate of counsel a Responsible Officer of the Borrower either (A) attaching copies of all consents, licenses and approvals required in connection with the execution, delivery and performance by all Loan Parties and the validity against such Loan Party of the Loan Documents to which it is a party, and such consents, licenses and approvals shall be in full force and effect, or (B) stating that no such consents, licenses or approvals are so required. (xii) Such financial, business and other information regarding each Loan Party and its Subsidiaries as the Lenders shall have reasonably requested, including, without limitation, information as to possible contingent liabilities, tax matters, environmental matters, insurance, obligations under Plans, Multiemployer Plans and Welfare Plans, collective bargaining agreements and other arrangements with employees, historical operating statements (if any), financial statements of the Parent and/or the Initial Borrowing Base Assets, and financial projections for the Borrowers Borrower’s consolidated operations. (which may be an attorney xiii) Favorable opinions of American Electric Power Service Corporation)(A) Kleinberg, substantially in Kaplan, Xxxxx & Xxxxx, P.C., special New York counsel to the form of Exhibit D hereto Loan Parties and (B) Xxxxxx Xxxxxx LLP, Delaware counsel to the Loan Parties, each addressed to the Administrative Agent and each Lender, as to such other matters concerning the Loan Parties and the Loan Documents as any Lender through the Administrative Agent may reasonably request. (ivxiv) A favorable opinion duly completed compliance certificate as of King & Spalding LLPthe fiscal month ended August 31, counsel 2019: (A) certifying that the Loan Parties are in compliance with the provisions of Sections 5.04, and that the Minimum Value Condition is satisfied, in each case, on a pro forma basis after giving effect to the consummation of the Acquisition and the occurrence of the Initial Extensions of Credit on the Closing Date), and including in reasonable detail the calculations thereof, and (B) including (1) reasonably detailed calculations of Availability and Aggregate Borrowing Base (in each case, on a pro forma basis after giving effect to the consummation of the Acquisition and the occurrence of the Initial Extensions of Credit on the Closing Date), (2) a summary report of the Gross Hotel Revenues and Borrowing Base Adjusted NOI attributable to each Initial Borrowing Base Asset for the then most recently ended period of four (4) consecutive fiscal quarters for which financial statements are available, prepared on a basis consistent with the Audited Financial Statements, and (3) a year-to-date profit and loss statement for each Initial Borrowing Base Asset. (xv) A Notice of Borrowing relating to the Initial Extensions of Credit and, if a Borrowing of Eurodollar Rate Advances is being requested to be made on the Closing Date, a breakage indemnity letter agreement executed by the Borrower in form and substance satisfactory to the Administrative Agent, in each case, dated and delivered to the form of Exhibit E heretoAdministrative Agent at least three (3) Business Days prior to the Closing Date. (xvi) such other assurances, certificates, documents, consents or opinions as the Administrative Agent or the Required Lenders reasonably may require. (b) On such dateThe Administrative Agent, the following statements Arranger and the Lenders shall be true satisfied with the corporate and legal structure and capitalization of each Loan Party and its Subsidiaries, including the terms and conditions of the charter and bylaws, operating agreement, partnership agreement or other governing document of each of them, and shall have completed all due diligence with respect to the Parent and its Subsidiaries, and their respective business, operations, assets and liabilities, in scope and substance reasonably satisfactory to the Administrative Agent, the Arranger and the Administrative Agent shall have received for the account of each Lender a certificate signed by a duly authorized officer of each Borrower, dated such date, stating that: (i) The representations and warranties of all Borrowers contained in Section 4.01 (other than the representation and warranty in Section 4.01(e) and the representation and warranty set forth in the last sentence of Section 4.01(f)) are true and correct in all material respects on and as of such date, as though made on and as of such date, and (ii) No event has occurred and is continuing that constitutes a DefaultLenders. (c) AEP Before and after giving effect to the transactions contemplated by the Loan Documents, there shall have occurred no Material Adverse Change in the business, assets, properties, liabilities (actual or contingent), operations, condition (financial or otherwise) or prospects of the Loan Parties. (d) There shall exist no action, suit, investigation, litigation or proceeding affecting any Loan Party or any of its Subsidiaries pending or threatened before any court, governmental agency or arbitrator that (i) could reasonably be expected to result in a Material Adverse Effect or (ii) purports to affect the legality, validity or enforceability of any Loan Document or the consummation of the transactions contemplated thereby. (e) All governmental and third party consents and approvals necessary in connection with the transactions contemplated by the Loan Documents shall have been obtained (without the imposition of any conditions that are not acceptable to the Lenders) and shall remain in effect, and no law or regulation shall be applicable in the reasonable judgment of the Lenders that restrains, prevents or imposes materially adverse conditions upon the transactions contemplated by the Loan Documents. (f) Each Guarantor shall have complied with the requirements of Section 5.02(p) and provided evidence of such compliance satisfactory to the Administrative Agent. (g) The Borrower shall have paid all accrued fees of the Administrative Agent and the Lenders and all reasonable, out-of-pocket expenses of the Administrative Agent. (h) Unless waived by the Administrative Agent, the Co-Lead Arrangers Borrower shall have paid all fees, charges and the Lenders (including the accrued fees and expenses disbursements of counsel to the Administrative Agent (directly to such counsel if requested by the Administrative Agent) to the extent then due invoiced prior to or on the Closing Date, plus such additional amounts of such fees, charges and payabledisbursements as shall constitute its reasonable estimate of such fees, charges and disbursements incurred or to be incurred by it through the closing proceedings (provided that such estimate shall not thereafter preclude a final settling of accounts between the Borrower and the Administrative Agent). (di) The Administrative Agent Substantially concurrently with the Initial Extensions of Credit hereunder, the Acquisition shall have received counterparts of this Agreement, executed been consummated in compliance with applicable law and delivered by the Borrowersregulatory approvals. (ei) The Administrative Agent Borrower and each Guarantor shall have received such other approvals, opinions or documents as any Lender or any LC Issuing Bank through provided to the Administrative Agent may reasonably requestand the Lenders the documentation and other information requested by the Administrative Agent or any Lender to comply with its “know your customer” requirements and to confirm compliance with all applicable Sanctions, Anti-Corruption Laws, the Trading with the Enemy Act and the Patriot Act, and (ii) if the Borrower qualifies as a “legal entity customer” within the meaning of the Beneficial Ownership Regulation, the Borrower shall have provided to the Administrative Agent (for further delivery by the Administrative Agent to the Lenders in accordance with its customary practice) a Beneficial Ownership Certification for the Borrower; in each case received by each requesting Person at least five (5) Business Days prior to the Closing Date to the extent such information is requested at least ten (10) Business Days prior to the Closing Date.