Common use of Expansion Option(a) Clause in Contracts

Expansion Option(a). (a) The Borrower may from time to time elect to increase the Revolving Loan Commitments (any such increase, an “Incremental Revolving Increase”; the loans extended pursuant to such increase, the “Incremental Loans” and the commitments with respect thereto, the “Incremental Revolving Loan Commitments”), subject solely to the following terms and conditions: (i) no existing Lender will be required to participate in any such Incremental Revolving Increase without its consent; (ii) no Default or Event of Default under the Financing Documents would exist after giving effect thereto; (iii) immediately after giving effect thereto, the sum of all increases (other than any increase in any Lender’s Revolving Loan Commitment in order to replace another Lender pursuant to Section 9.04) in the aggregate Revolving Loan Commitments made pursuant to this Section 2.21 shall not exceed $100,000,000; (iv) each such increase of the aggregate Revolving Loan Commitments shall be in minimum increments of $10,000,000 or such remaining partial amount not to exceed the maximum aggregate increase set forth in clause (iii) above; and (v) all representations and warranties made by the Borrower in any Financing Document shall be true and correct in all material respects (and to the extent that any such representation and warranty is otherwise qualified by materiality or material adverse effect, such representation and warranty shall be true and correct in all respects) on and as of the date of such request by the Borrower for an Incremental Revolving Loan Commitment (or to the extent that such representations and warranties specifically refer to a specified date, as of such specified date). (b) The Borrower may arrange for any such increase to be provided by one or more Lenders (each Lender so agreeing to an increase in its Revolving Loan Commitment, an “Increasing Lender”), or by one or more new banks, financial institutions or other entities (each AMERICAS/2023601513.12023601513.6 63 such new bank, financial institution or other entity, an “Augmenting Lender”), to increase their existing Revolving Loan Commitments or extend new Revolving Loan Commitments, as the case may be; provided that (i) each Increasing Lender and Augmenting Lender shall be subject to the approval of the Borrower, the Administrative Agent and each Issuing Bank, and (ii) (x) in the case of an Increasing Lender, the Borrower and such Increasing Lender execute an agreement substantially in the form of Exhibit C hereto, and (y) in the case of an Augmenting Lender, the Borrower and such Augmenting Lender execute an agreement substantially in the form of Exhibit D hereto. Incremental Revolving Increases and new Revolving Loan Commitments created pursuant to this Section 2.21 shall become effective on the date agreed by the Borrower, the Administrative Agent and the relevant Increasing Lenders or Augmenting Lenders, and the Administrative Agent shall notify each Lender thereof. (c) On the effective date of any Incremental Revolving Increase being made, (i) each relevant Increasing Lender shall make available to the Administrative Agent such amounts in immediately available funds as the Administrative Agent shall determine, for the benefit of the other Lenders, as being required in order to cause, after giving effect to such increase and the use of such amounts to make payments to such other Lenders, each Lender’s portion of the outstanding Loans of all the Lenders to equal its Applicable Percentage of such outstanding Loans, and (ii) the Borrower shall be deemed to have repaid and reborrowed all outstanding Loans as of the date of any Incremental Revolving Increase (with such reborrowing to consist of the Types of Loans, with related Interest Periods if applicable, specified in a notice delivered by the Borrower, in accordance with the requirements of Section 2.03). The deemed payments made pursuant to clause (ii) of the immediately preceding sentence shall be accompanied by payment of all accrued interest on the amount prepaid and, in respect of each EurodollarTerm SOFR Loan, shall be subject to indemnification by the Borrower pursuant to the provisions of Section 2.17 if the deemed payment occurs other than on the last day of the related Interest Periods. (d) Without the consent of any other Lenders, the Increasing Lenders and/or Augmenting Lenders, the Borrower and the Administrative Agent may effect such amendments to this Agreement and the other Financing Documents as may be necessary or appropriate, in the reasonable opinion of the Administrative Agent, to effect the provisions of this Section 2.21. Nothing contained in this Section 2.21 shall constitute, or otherwise be deemed to be, a commitment on the part of any Lender to increase its Commitment hereunder, or provide Incremental Revolving Increases, at any time. This Section 2.21 shall supersede any provisions herein requiring pro rata treatment of the Lenders or Section 9.02 to the contrary.

Expansion Option(a). (a) The Borrower may from time to time elect to add one or more additional tranches of term loans or increase the Revolving existing Loan Commitments (any such increase, each an “Incremental Revolving Increase”; Term Facility” and the loans extended pursuant to such increasethereunder, the “Incremental Loans” ”) or a combination thereof in (i) an unlimited amount so long as, on a Pro Forma Basis after giving effect to the incurrence of any such Incremental Term Facility (assuming the full amount thereof is drawn) and the commitments with respect theretoafter giving effect to any acquisition consummated in connection therewith and all other appropriate pro forma adjustments, the “Borrower is in compliance with the financial covenant in Section 5.12(a) as of the last date of the immediately preceding Test Period plus, (ii) the amount of any optional prepayments of the Loans or any Incremental Revolving Loan Commitments”Loans since the Effective Date (it being understood that any such voluntary prepayment financed with the proceeds of a substantially concurrent borrowing under an Incremental Term Facility shall be permitted under this clause (ii)), in each case, subject solely to the following terms and conditions: (i) no existing Lender will be required to participate in any such Incremental Revolving Increase Term Facility without its consent; (ii) no Default or Event of Default under the Financing Documents would exist after giving effect thereto, or, if the proceeds of any Incremental Term Facility are being used to finance a Permitted Acquisition or other permitted investment, no Default or Event of Default would exist as of the date of signing the definitive agreement with respect to such Permitted Acquisition or other permitted investment; (iii) immediately after giving effect thereto(y) the maturity date of such Incremental Term Facilities shall be no earlier than the Maturity Date or, if later, the sum latest maturity date of all increases any other Incremental Term Facility then outstanding and (z) if such Incremental Term Facility (a) is made a part of the existing tranche of Loans, shall be on the exact same terms and pursuant to the exact same documentation applicable to the Facility (other than any increase in any with respect to closing fees, upfront fees and similar closing payments which shall be as agreed between the Borrower and the Increasing Lender’s Revolving Loan Commitment in order to replace another Lender pursuant to Section 9.04) in or (b) consists of an additional tranche of term loans, shall have such terms as determined by the aggregate Revolving Loan Commitments made pursuant to this Section 2.21 shall not exceed $100,000,000;Borrower and the Augmenting Lenders; and (iv) each such increase of the aggregate Revolving Loan Commitments interest rate margins and (subject to clause (iii)(z)) amortization schedule applicable to any Incremental Term Facility shall be in minimum increments of $10,000,000 or such remaining partial amount not to exceed the maximum aggregate increase set forth in clause (iii) above; and (v) all representations and warranties made determined by the Borrower in any Financing Document shall be true and correct in all material respects (and to the extent that any such representation and warranty is otherwise qualified by materiality Augmenting Lenders or material adverse effect, such representation and warranty shall be true and correct in all respects) on and as of the date of such request by the Borrower for an Incremental Revolving Loan Commitment (or to the extent that such representations and warranties specifically refer to a specified date, as of such specified date)other lenders thereunder. (b) The Borrower may arrange for any such increase or tranche to be provided by one or more Lenders (each Lender so agreeing to an increase in its Revolving Loan Commitmentexisting Loan, or to participate in such Incremental Term Facility, an “Increasing Lender”), or by one or more new banks, financial institutions or other entities (each AMERICAS/2023601513.12023601513.6 63 such new bank, financial institution or other entity, an “Augmenting Lender”), to increase their existing Revolving Loan Commitments Loan, or extend new Revolving Loan Commitmentsto participate in such Incremental Term Facility, as the case may be; provided that (i) each Increasing Lender and Augmenting Lender shall be subject to the approval of the Borrower, Borrower and the Administrative Agent and each Issuing Bank, and (ii) (x) in the case of an Increasing Lender, the Borrower and such Increasing Lender execute an agreement substantially in the form of Exhibit C hereto, and (y) in the case of an Augmenting Lender, the Borrower and such Augmenting Lender execute an agreement substantially in the form of Exhibit D hereto. Incremental Revolving Increases and new Revolving Loan Commitments hereto.—Incremental Term Facilities created pursuant to this Section 2.21 2.20 Cleco Corporate Holdings LLC 2019 Term Loan Agreement shall become effective on the date agreed by the Borrower, the Administrative Agent and the relevant Increasing Lenders or Augmenting Lenders, and the Administrative Agent shall notify each Lender thereof. (c) On the effective date The Incremental Term Facilities shall rank pari passu in right of any Incremental Revolving Increase being made, (i) each relevant Increasing Lender shall make available to the Administrative Agent such amounts in immediately available funds as the Administrative Agent shall determine, for the benefit of the other Lenders, as being required in order to cause, after giving effect to such increase and the use of such amounts to make payments to such other Lenders, each Lender’s portion of the outstanding Loans of all the Lenders to equal its Applicable Percentage of such outstanding Loans, and (ii) the Borrower shall be deemed to have repaid and reborrowed all outstanding Loans as of the date of any Incremental Revolving Increase (with such reborrowing to consist of the Types of Loans, with related Interest Periods if applicable, specified in a notice delivered by the Borrower, in accordance payment with the requirements of Section 2.03). The deemed payments made pursuant to clause (ii) of the immediately preceding sentence shall be accompanied by payment of all accrued interest on the amount prepaid and, in respect of each EurodollarTerm SOFR Loan, shall be subject to indemnification by the Borrower pursuant to the provisions of Section 2.17 if the deemed payment occurs other than on the last day of the related Interest PeriodsFacility. (d) Without Incremental Term Facilities may be made pursuant to separate documentation (which shall be subject to a pari passu intercreditor agreement, if applicable) or hereunder pursuant to an amendment or restatement (an “Incremental Term Facility Amendment”) of this Agreement and, as appropriate, the other Financing Documents, executed by the Borrower, each Increasing Lender participating in such tranche, each Augmenting Lender participating in such tranche, if any, and the Administrative Agent. The Incremental Term Facility Amendment may, without the consent of any other Lenders, the Increasing Lenders and/or Augmenting Lenders, the Borrower and the Administrative Agent may effect such amendments to this Agreement and the other Financing Documents as may be necessary or appropriate, in the reasonable opinion of the Administrative Agent, to effect the provisions of this Section 2.212.20. Nothing contained in this Section 2.21 2.20 shall constitute, or otherwise be deemed to be, a commitment on the part of any Lender to increase its Commitment Loan hereunder, or provide Incremental Revolving IncreasesTerm Facilities, at any time. This Section 2.21 2.20 shall supersede any provisions herein requiring pro rata treatment of the Lenders or Section 9.02 to the contrary.

Expansion Option(a). (a) The Borrower may from time to time elect to add one or more additional tranches of term loans or increase the Revolving existing Loan Commitments (any such increase, each an “Incremental Revolving Increase”; Term Facility” and the loans extended pursuant to such increasethereunder, the “Incremental Loans” ”) or a combination thereof in (i) an unlimited amount so long as, on a Pro Forma Basis after giving effect to the incurrence of any such Incremental Term Facility (assuming the full amount thereof is drawn) and the commitments with respect theretoafter giving effect to any acquisition consummated in connection therewith and all other appropriate pro forma adjustments, the “Borrower is in compliance with the financial covenant in Section 5.12(a) as of the last date of the immediately preceding Test Period plus, (ii) the amount of any optional prepayments of the Loans or any Incremental Revolving Loan Commitments”Loans since the Effective Date (it being understood that any such voluntary prepayment financed with the proceeds of a substantially concurrent borrowing under an Incremental Term Facility shall be permitted under this clause (ii)), in each case, subject solely to the following terms and conditions: (i) no existing Lender will be required to participate in any such Incremental Revolving Increase Term Facility without its consent; (ii) no Default or Event of Default under the Financing Documents would exist after giving effect thereto, or, if the proceeds of any Incremental Term Facility are being used to finance a Permitted Acquisition or other permitted investment, no Default or Event of Default would exist as of the date of signing the definitive agreement with respect to such Permitted Acquisition or other permitted investment; (iii) immediately after giving effect thereto(y) the maturity date of such Incremental Term Facilities shall be no earlier than the Maturity Date or, if later, the sum latest maturity date of all increases any other Incremental Term Facility then outstanding and (z) if such Incremental Term Facility (a) is made a part of the existing tranche of Loans, shall be on the exact same terms and pursuant to the exact same documentation applicable to the Facility (other than any increase in any with respect to closing fees, 66 Cleco Corporate Holdings LLC 2016 Term Loan Credit Agreement upfront fees and similar closing payments which shall be as agreed between the Borrower and the Increasing Lender’s Revolving Loan Commitment in order to replace another Lender pursuant to Section 9.04) in or (b) consists of an additional tranche of term loans, shall have such terms as determined by the aggregate Revolving Loan Commitments made pursuant to this Section 2.21 shall not exceed $100,000,000;Borrower and the Augmenting Lenders; and (iv) each such increase of the aggregate Revolving Loan Commitments interest rate margins and (subject to clause (iii)(z)) amortization schedule applicable to any Incremental Term Facility shall be in minimum increments of $10,000,000 or such remaining partial amount not to exceed the maximum aggregate increase set forth in clause (iii) above; and (v) all representations and warranties made determined by the Borrower in any Financing Document shall be true and correct in all material respects (and to the extent that any such representation and warranty is otherwise qualified by materiality Augmenting Lenders or material adverse effect, such representation and warranty shall be true and correct in all respects) on and as of the date of such request by the Borrower for an Incremental Revolving Loan Commitment (or to the extent that such representations and warranties specifically refer to a specified date, as of such specified date)other lenders thereunder. (b) The Borrower may arrange for any such increase or tranche to be provided by one or more Lenders (each Lender so agreeing to an increase in its Revolving Loan Commitmentexisting Loan, or to participate in such Incremental Term Facility, an “Increasing Lender”), or by one or more new banks, financial institutions or other entities (each AMERICAS/2023601513.12023601513.6 63 such new bank, financial institution or other entity, an “Augmenting Lender”), to increase their existing Revolving Loan Commitments Loan, or extend new Revolving Loan Commitmentsto participate in such Incremental Term Facility, as the case may be; provided that (i) each Increasing Lender and Augmenting Lender shall be subject to the approval of the Borrower, Borrower and the Administrative Agent and each Issuing Bank, and (ii) (x) in the case of an Increasing Lender, the Borrower and such Increasing Lender execute an agreement substantially in the form of Exhibit C hereto, and (y) in the case of an Augmenting Lender, the Borrower and such Augmenting Lender execute an agreement substantially in the form of Exhibit D hereto. Incremental Revolving Increases and new Revolving Loan Commitments Term Facilities created pursuant to this Section 2.21 2.20 shall become effective on the date agreed by the Borrower, the Administrative Agent and the relevant Increasing Lenders or Augmenting Lenders, and the Administrative Agent shall notify each Lender thereof. (c) On the effective date The Incremental Term Facilities shall rank pari passu in right of any Incremental Revolving Increase being made, (i) each relevant Increasing Lender shall make available to the Administrative Agent such amounts in immediately available funds as the Administrative Agent shall determine, for the benefit of the other Lenders, as being required in order to cause, after giving effect to such increase and the use of such amounts to make payments to such other Lenders, each Lender’s portion of the outstanding Loans of all the Lenders to equal its Applicable Percentage of such outstanding Loans, and (ii) the Borrower shall be deemed to have repaid and reborrowed all outstanding Loans as of the date of any Incremental Revolving Increase (with such reborrowing to consist of the Types of Loans, with related Interest Periods if applicable, specified in a notice delivered by the Borrower, in accordance payment with the requirements of Section 2.03). The deemed payments made pursuant to clause (ii) of the immediately preceding sentence shall be accompanied by payment of all accrued interest on the amount prepaid and, in respect of each EurodollarTerm SOFR Loan, shall be subject to indemnification by the Borrower pursuant to the provisions of Section 2.17 if the deemed payment occurs other than on the last day of the related Interest PeriodsFacility. (d) Without Incremental Term Facilities may be made pursuant to separate documentation (which shall be subject to the Pari Passu Intercreditor Agreement, if applicable) or hereunder pursuant to an amendment or restatement (an “Incremental Term Facility Amendment”) of this Agreement and, as appropriate, the other Financing Documents, executed by the Borrower, each Increasing Lender participating in such tranche, each Augmenting Lender participating in such tranche, if any, and the Administrative Agent. The Incremental Term Facility Amendment may, without the consent of any other Lenders, the Increasing Lenders and/or Augmenting Lenders, the Borrower and the Administrative Agent may effect such amendments to this Agreement and the other Financing Documents as may be necessary or appropriate, in the reasonable opinion of the Administrative Agent, to effect the provisions of this Section 2.212.20. Nothing contained in this Section 2.21 2.20 shall constitute, or otherwise be deemed to be, a commitment on the part of any Lender to increase its Commitment Loan hereunder, or provide Incremental Revolving IncreasesTerm Facilities, at any time. This Section 2.21 2.20 shall supersede any provisions herein requiring pro rata treatment of the Lenders or Section 9.02 to the contrary.. 67 Cleco Corporate Holdings LLC 2016 Term Loan Credit Agreement

Expansion Option(a). (a) The Borrower may from time to time elect to increase the Revolving Loan Commitments (any such increase, an “Incremental Revolving Increase”; the loans extended pursuant to such increase, the “Incremental Loans” and the commitments with respect thereto, the “Incremental Revolving Loan Commitments”), subject solely to the following terms and conditions: (i) no existing Lender will be required to participate in any such Incremental Revolving Increase without its consent; (ii) no Default or Event of Default under the Financing Documents would exist after giving effect thereto; (iii) immediately after giving effect thereto, the sum of all increases (other than any increase in any Lender’s Revolving Loan Commitment in order to replace another Lender pursuant to Section 9.04) in the aggregate Revolving Loan Commitments made pursuant to this Section 2.21 shall not exceed $100,000,000; (iv) each such increase of the aggregate Revolving Loan Commitments shall be in minimum increments of $10,000,000 or such remaining partial amount not to exceed the maximum aggregate increase set forth in clause (iii) above; and (v) all representations and warranties made by the Borrower in any Financing Document shall be true and correct in all material respects (and to the extent that any such representation and warranty is otherwise qualified by materiality or material adverse effect, such representation and warranty shall be true and correct in all respects) on and as of the date of such request by the Borrower for an Incremental Revolving Loan Commitment (or to the extent that such representations and warranties specifically refer to a specified date, as of such specified date). (b) The Borrower may arrange for any such increase to be provided by one or more Lenders (each Lender so agreeing to an increase in its Revolving Loan Commitment, an “Increasing Lender”), or by one or more new banks, financial institutions or other entities (each AMERICAS/2023601513.12023601513.6 63 such new bank, financial institution or other entity, an “Augmenting Lender”), to increase their existing Revolving Loan Commitments or extend new Revolving Loan Commitments, as the case may be; provided that (i) each Increasing Lender and Augmenting Lender shall be subject to the approval of the Borrower, the Administrative Agent (not to be unreasonably withheld, conditioned or delayed) and each Issuing Bank, and (ii) (x) in the case of an Increasing Lender, the Borrower and such Increasing Lender execute an agreement substantially in the form of Exhibit C hereto, and (y) in the case of an Augmenting Lender, the Borrower and such Augmenting Lender execute an agreement substantially in the form of Exhibit D hereto. Incremental Revolving Increases and new Revolving Loan Commitments created pursuant to this Section 2.21 shall become effective on the date agreed by the Borrower, the Administrative Agent and the relevant Increasing Lenders or Augmenting Lenders, and the Administrative Agent shall notify each Lender thereof. (c) On the effective date of any Incremental Revolving Increase being made, (i) each relevant Increasing Lender shall make available to the Administrative Agent such amounts in immediately available funds as the Administrative Agent shall determine, for the benefit of the other Lenders, as being required in order to cause, after giving effect to such increase and the use of such amounts to make payments to such other Lenders, each Lender’s portion of the outstanding Loans of all the Lenders to equal its Applicable Percentage of such outstanding Loans, and (ii) the Borrower shall be deemed to have repaid and reborrowed all outstanding Loans as of the date of any Incremental Revolving Increase (with such reborrowing to consist of the Types of Loans, with related Interest Periods if applicable, specified in a notice delivered by the Borrower, in accordance with the requirements of Section 2.03). The deemed payments made pursuant to clause (ii) of the immediately preceding sentence shall be accompanied by payment of all accrued interest on the amount prepaid and, in respect of each EurodollarTerm Term SOFR Loan, shall be subject to indemnification by the Borrower pursuant to the provisions of Section 2.17 if the deemed payment occurs other than on the last day of the related Interest Periods. (d) Without the consent of any other Lenders, the Increasing Lenders and/or Augmenting Lenders, the Borrower and the Administrative Agent may effect such amendments to this Agreement and the other Financing Documents as may be necessary or appropriate, in the reasonable opinion of the Administrative Agent, to effect the provisions of this Section 2.21. Nothing contained in this Section 2.21 shall constitute, or otherwise be deemed to be, a commitment on the part of any Lender to increase its Commitment hereunder, or provide Incremental Revolving Increases, at any time. This Section 2.21 shall supersede any provisions herein requiring pro rata treatment of the Lenders or Section 9.02 to the contrary.