Common use of Optional Increase of the Commitments Clause in Contracts

Optional Increase of the Commitments. At any time following the Closing Date, the Borrower shall have the right, in consultation with the Administrative Agent, from time to time and upon not less than thirty (30) days prior written notice to the Administrative Agent to request an increase in the Commitments; provided, that: (a) no Default or Event of Default shall have occurred and be continuing or would result from any such requested increase or Extension of Credit made on the date of such increase; (b) the Borrower shall provide the Administrative Agent with a certificate of a Responsible Officer dated as of the date of such increase in form and substance substantially similar to the certificate delivered under Section 8.1(b)(i) demonstrating pro forma compliance with the covenant contained in Section 8.3 after giving effect to any Extensions of Credit made on the date of such increase; (c) each increase in Commitments shall be in an aggregate principal amount of at least $10,000,000 or a whole multiple of $5,000,000 in excess thereof, or in each case if less, the remaining principal amount of increases to Commitments that are available under this Section 2.5 (after giving effect to all prior increases pursuant to this Section 2.5); (d) the aggregate amount of all increases to the Commitments made pursuant to this Section 2.5 shall not exceed FIFTY MILLION DOLLARS ($50,000,000); (e) increases in Commitments pursuant to this Section 2.5 (i) shall not increase or otherwise affect the Swingline Sublimit and (ii) shall increase the Letter of Credit Sublimit, if applicable, in accordance with the terms of such definition; (f) the Commitment of any Lender shall not be increased without the approval of such Lender; (g) in connection with each proposed increase, the Borrower may solicit commitments from (i) any Lender (provided, that no Lender shall have an obligation to commit to all or a portion of the proposed increase) or (ii) any third party financial institutions that are Eligible Assignees that are reasonably acceptable to the Administrative Agent, the Issuing Banks, the Swingline Lender and the Borrower (a “New Lender”); (h) the Loans made or Letters of Credit issued in respect of any increase in Commitments pursuant to this Section 2.5: (i) will rank pari passu in right of payment and security with the other Loans made and Letters of Credit issued hereunder and shall constitute and be part of the “Obligations” arising under this Agreement, and (ii) shall have the same pricing and tenor as the other Loans and Letters of Credit hereunder; (i) in the event that any existing Lender or any New Lender commits to such requested increase, (i) any New Lender will execute an accession agreement to this Agreement, in form and substance acceptable to the Administrative Agent, (ii) the Commitment of any existing Lender which has committed to provide any of the requested increase shall be increased by such amount, (iii) the Percentages of the Lenders shall be adjusted, and (iv) other changes shall be made to the Loan Documents as may be necessary to reflect the aggregate amount, if any, by which the Lenders have agreed to increase their respective Commitments or New Lenders have agreed to or make new Commitments in response to the Borrower’s request for an increase pursuant to this Section 2.5, and which other changes do not adversely affect the rights of those Lenders not participating in any such increase; (j) with respect to each increase in the Commitments, the Borrower will issue to the Administrative Agent General and Refunding Mortgage Bonds, in form and substance similar to the General and Refunding Mortgage Bonds issued to the Administrative Agent on the Closing Date in accordance with the provisions of Section 6.1(g), in an aggregate principal amount equal to the difference between the principal amount of the Commitments (after giving effect to such increase and any prior increases or permanent reductions to the Commitments) and the outstanding principal amount of General and Refunding Mortgage Bonds previously issued to the Administrative Agent as collateral support for the Obligations; and (k) with respect to each increase in the Commitments, the Borrower shall provide evidence, in form and substance satisfactory to the Administrative Agent, of new or supplemental regulatory approval by the PUCN and any other applicable regulatory body, in each case authorizing the issuance of long-term debt securities in an aggregate principal amount equal to such new issuance of General and Refunding Mortgage Bonds and/or the principal amount of such increase, as applicable.

Optional Increase of the Commitments. At any time following the Closing Date, the Borrower shall have the right, in consultation with the Administrative Agent, from time to time and upon not less than thirty (30) days prior written notice to the Administrative Agent to request an increase in the Commitments; provided, that: (a) no Default or Event of Default shall have occurred and be continuing or would result from any such requested increase or Extension of Credit made on the date of such increase; (b) the Borrower shall provide the Administrative Agent with a certificate of a Responsible Officer dated as of the date of such increase in form and substance substantially similar to the certificate delivered under Section 8.1(b)(i) demonstrating pro forma compliance with the covenant contained in Section 8.3 after giving effect to any Extensions of Credit made on the date of such increase; (c) each increase in Commitments shall be in an aggregate principal amount of at least $10,000,000 or a whole multiple of $5,000,000 in excess thereof, or in each case if less, the remaining principal amount of increases to Commitments that are available under this Section 2.5 (after giving effect to all prior increases pursuant to this Section 2.5); (d) the aggregate amount of all increases to the Commitments made pursuant to this Section 2.5 shall not exceed FIFTY ONE HUNDRED MILLION DOLLARS ($50,000,000100,000,000); (e) increases in Commitments pursuant to this Section 2.5 (i) shall not increase or otherwise affect the Swingline Sublimit and (ii) shall increase the Letter of Credit Sublimit, if applicable, in accordance with the terms of such definition; (f) the Commitment of any Lender shall not be increased without the approval of such Lender; (g) in connection with each proposed increase, the Borrower may solicit commitments from (i) any Lender (provided, that no Lender shall have an obligation to commit to all or a portion of the proposed increase) or (ii) any third party financial institutions that are Eligible Assignees that are reasonably acceptable to the Administrative Agent, the Issuing Banks, the Swingline Lender and the Borrower (a “New Lender”); (h) the Loans made or Letters of Credit issued in respect of any increase in Commitments pursuant to this Section 2.5: (i) will rank pari passu in right of payment and security with the other Loans made and Letters of Credit issued hereunder and shall constitute and be part of the “Obligations” arising under this Agreement, and (ii) shall have the same pricing and tenor as the other Loans and Letters of Credit hereunder; (i) in the event that any existing Lender or any New Lender commits to such requested increase, (i) any New Lender will execute an accession agreement to this Agreement, in form and substance acceptable to the Administrative Agent, (ii) the Commitment of any existing Lender which has committed to provide any of the requested increase shall be increased by such amount, (iii) the Percentages of the Lenders shall be adjusted, and (iv) other changes shall be made to the Loan Documents as may be necessary to reflect the aggregate amount, if any, by which the Lenders have agreed to increase their respective Commitments or New Lenders have agreed to or make new Commitments in response to the Borrower’s request for an increase pursuant to this Section 2.5, and which other changes do not adversely affect the rights of those Lenders not participating in any such increase; (j) with respect to each increase in the Commitments, the Borrower will issue to the Administrative Agent General and Refunding Mortgage Bonds, in form and substance similar to the General and Refunding Mortgage Bonds issued to the Administrative Agent on the Closing Date in accordance with the provisions of Section 6.1(g), in an aggregate principal amount equal to the difference between the principal amount of the Commitments (after giving effect to such increase and any prior increases or permanent reductions to the Commitments) and the outstanding principal amount of General and Refunding Mortgage Bonds previously issued to the Administrative Agent as collateral support for the Obligations; and (k) with respect to each increase in the Commitments, the Borrower shall provide evidence, in form and substance satisfactory to the Administrative Agent, of new or supplemental regulatory approval by the PUCN and the CPUC (if applicable) and any other applicable regulatory body, in each case authorizing the issuance of long-term debt securities in an aggregate principal amount equal to such new issuance of General and Refunding Mortgage Bonds and/or the principal amount of such increase, as applicable.

Optional Increase of the Commitments. At any time following the Closing Date, the Borrower shall have the right, in consultation with the Administrative Agent, from time to time and upon not less than thirty (30) days prior written notice to the Administrative Agent to request an increase in the Commitments; provided, that: (a) no Default or Event of Default shall have occurred and be continuing or would result from any such requested increase or Extension of Credit made on the date of such increase; (b) the Borrower shall provide the Administrative Agent with a certificate of a Responsible Officer dated as of the date of such increase in form and substance substantially similar to the certificate delivered under Section 8.1(b)(i) demonstrating pro forma compliance with the covenant contained in Section 8.3 after giving effect to any Extensions of Credit made on the date of such increase; (c) each increase in Commitments shall be in an aggregate principal amount of at least $10,000,000 or a whole multiple of $5,000,000 in excess thereof, or in each case if less, the remaining principal amount of increases to Commitments that are available under this Section 2.5 (after giving effect to all prior increases pursuant to this Section 2.5); (d) the aggregate amount of all increases to the Commitments made pursuant to this Section 2.5 shall not exceed FIFTY ONE HUNDRED MILLION DOLLARS ($50,000,000100,000,000); (e) increases in Commitments pursuant to this Section 2.5 (i) shall not increase or otherwise affect the Swingline Sublimit and (ii) shall increase the Letter of Credit Sublimit, if applicable, in accordance with the terms of such definition; (f) the Commitment of any Lender shall not be increased without the approval of such Lender; (g) in connection with each proposed increase, the Borrower may solicit commitments from (i) any Lender (provided, that no Lender shall have an obligation to commit to all or a portion of the proposed increase) or (ii) any third party financial institutions that are Eligible Assignees that are reasonably acceptable to the Administrative Agent, the Issuing Banks, the Swingline Lender and the Borrower (a “New Lender”); (h) the Loans made or Letters of Credit issued in respect of any increase in Commitments pursuant to this Section 2.5: (i) will rank pari passu in right of payment and security with the other Loans made and Letters of Credit issued hereunder and shall constitute and be part of the “Obligations” arising under this Agreement, and (ii) shall have the same pricing and tenor as the other Loans and Letters of Credit hereunder; (i) in the event that any existing Lender or any New Lender commits to such requested increase, (i) any New Lender will execute an accession agreement to this Agreement, in form and substance acceptable to the Administrative Agent, (ii) the Commitment of any existing Lender which has committed to provide any of the requested increase shall be increased by such amount, (iii) the Percentages of the Lenders shall be adjusted, and (iv) other changes shall be made to the Loan Documents as may be necessary to reflect the aggregate amount, if any, by which the Lenders have agreed to increase their respective Commitments or New Lenders have agreed to or make new Commitments in response to the Borrower’s request for an increase pursuant to this Section 2.5, and which other changes do not adversely affect the rights of those Lenders not participating in any such increase; (j) with respect to each increase in the Commitments, the Borrower will issue to the Administrative Agent General and Refunding Mortgage Bonds, in form and substance similar to the General and Refunding Mortgage Bonds issued to the Administrative Agent on the Closing Date in accordance with the provisions of Section 6.1(g), in an aggregate principal amount equal to the difference between the principal amount of the Commitments (after giving effect to such increase and any prior increases or permanent reductions to the Commitments) and the outstanding principal amount of General and Refunding Mortgage Bonds previously issued to the Administrative Agent as collateral support for the Obligations; and (k) with respect to each increase in the Commitments, the Borrower shall provide evidence, in form and substance satisfactory to the Administrative Agent, of new or supplemental regulatory approval by the PUCN (if applicable) and any other applicable regulatory body, in each case authorizing the issuance of long-term debt securities in an aggregate principal amount equal to such new issuance of General and Refunding Mortgage Bonds and/or the principal amount of such increase, as applicable.

Optional Increase of the Commitments. At (a) Not more than once in any time following calendar year, Borrower may propose to increase the Closing Date, the Borrower shall have the right, in consultation with the Administrative Agent, from time to time and upon combined Commitments by an aggregate amount of not less than thirty the Minimum Amount therefor (30a "Proposed Combined Commitments Increase") days in the manner set forth below; provided that (i) the then current combined Commitments plus the Proposed Combined Commitments Increase shall not be greater than the Maximum Permitted Combined Commitments; (ii) immediately prior written notice to and after giving effect to the Administrative Agent to request Proposed Combined Commitments Increase no event has occurred and is continuing that constitutes an increase in the Commitments; provided, that: (a) no Default or Event of Default or Default; and (iii) Borrower shall have occurred pay any costs payable under Section 3.6 if and be continuing or would result from to the extent any such requested increase or Extension of Credit made Offshore Rate Loans are prepaid on the effective date of such increase;increase (the "Increase Date"). (b) Borrower may request a Proposed Combined Commitments Increase by delivering to the Agent, by Requisite Notice not later than the Requisite Time therefor. Such notice (i) shall specify the Proposed Combined Commitments Increase and the proposed -33- 39 Increase Date, and (ii) may specify Eligible Assignees that are not Banks (the "Third Parties"), to whom Borrower shall provide the Administrative Agent with desires to offer all or a certificate of a Responsible Officer dated as portion of the date Proposed Combined Commitments Increase, to the extent not committed to by the existing Banks. The Agent shall in turn promptly notify each Bank by sending each Bank a copy of such increase in form and substance substantially similar to the certificate delivered under Section 8.1(b)(i) demonstrating pro forma compliance with the covenant contained in Section 8.3 after giving effect to any Extensions of Credit made on the date of such increase;notice. (c) each increase in Commitments shall be in an aggregate principal amount of at least $10,000,000 or a whole multiple of $5,000,000 in excess thereof, or in each case if less, the remaining principal amount of increases to Commitments that are available under this Section 2.5 (after giving effect to all prior increases pursuant to this Section 2.5); (d) the aggregate amount of all increases to the Commitments made pursuant to this Section 2.5 shall not exceed FIFTY MILLION DOLLARS ($50,000,000); (e) increases in Commitments pursuant to this Section 2.5 (i) shall not increase or otherwise affect the Swingline Sublimit and (ii) shall increase the Letter of Credit Sublimit, if applicableEach Bank, in accordance with the terms of such definition; (f) the Commitment of any Lender shall not be increased without the approval of such Lender; (g) in connection with each proposed increaseits sole discretion, the Borrower may solicit commitments from (i) any Lender (provided, that no Lender shall have an obligation irrevocably offer to commit to all or a portion of the proposed increaseProposed Combined Commitments Increase in increments of $1,000,000 (the "Proposed Increased Commitment") or by notifying the Agent (iiwhich shall give prompt notice thereof to Borrower) any third party financial institutions that are Eligible Assignees that are reasonably acceptable by Requisite Notice not later than the Requisite Time therefor. If the amount of Proposed Increased Commitments exceeds the Proposed Combined Commitments Increase, such Proposed Increased Commitments shall be allocated on a pro rata basis based on the ratio of each Bank's Proposed Increased Commitment, if any, to the Administrative aggregate of all Proposed Increased Commitments. Each Bank that submits a Proposed Increased Commitment shall execute and deliver to the Agent an Increased Commitment Acceptance therefor. (d) If any portion of the Proposed Combined Commitments Increase not committed to by existing Banks equals or exceeds $5,000,000 (the "Increase Remainder"), the Agent shall notify each Third Party thereof four Business Days before the Increase Date. Each Third Party may irrevocably commit to all or a portion of the Increase Remainder in a minimum principal amount of $5,000,000 (a "Proposed New Commitment") by notifying the Agent by Requisite Notice (who shall give prompt notice thereof to Borrower) by the Requisite Time therefor. If there are Third Parties willing to commit to more than the Increase Remainder, Borrower, in consultation with the Agent, may allocate the Issuing BanksIncrease Remainder in its sole discretion, but keeping the $5,000,000 minimum requirement. Each Third Party that submits a Proposed New Commitment shall execute and deliver to the Agent a New Commitment Acceptance therefor. By executing and delivering a New Commitment Acceptance, each Third Party shall be deemed to have agreed with the matters set forth in Section 10.8(c)(iii)-(vi). (e) If the commitments of the Banks and Third Parties to the Proposed Combined Commitments Increase equal the Proposed Combined Commitments Increase, the Swingline Lender and the Borrower (a “New Lender”); (h) the Loans made or Letters of Credit issued in respect of any increase in combined Commitments pursuant to this Section 2.5: (i) will rank pari passu in right of payment and security with the other Loans made and Letters of Credit issued hereunder and shall constitute and be part of the “Obligations” arising under this Agreement, and (ii) shall have the same pricing and tenor as the other Loans and Letters of Credit hereunder; (i) in the event that any existing Lender or any New Lender commits to such requested increase, (i) any New Lender will execute an accession agreement to this Agreement, in form and substance acceptable to the Administrative Agent, (ii) the Commitment of any existing Lender which has committed to provide any of the requested increase shall be increased by such amount, (iii) the Percentages Proposed Combined Commitment Increase on the Increase Date provided the Agent shall have received on or before the Increase Date certified copies of the Lenders shall be adjustedresolutions of the Executive Committee of the Board of Directors of Borrower approving such increase of the combined Commitments, and (iv) of all documents evidencing other changes shall be made to the Loan Documents as may be necessary to reflect the aggregate amountcorporate action, if any, by which the Lenders have agreed to increase their respective Commitments or New Lenders have agreed to or make new Commitments in response to the Borrower’s request for an increase pursuant to this Section 2.5, and which other changes do not adversely affect the rights of those Lenders not participating in any such increase; (j) with respect to each increase in the Commitments, the Borrower will issue such increase. Upon any Third Party paying an assignment fee of $3,000 to the Administrative Agent, any Third Parties shall become a Bank hereunder, and the Agent General shall, promptly following the effective date thereof, provide to Borrower and Refunding Mortgage Bondsthe Banks a revised Schedule 10.6 giving effect thereto. Borrower agrees that it shall execute and deliver upon request to such Third Party, in form and substance similar to the General and Refunding Mortgage Bonds issued to the Administrative Agent on the Closing Date in accordance with the provisions of Section 6.1(g)one or more Notes evidencing that assignee Bank's Pro Rata Share. (f) If, in an aggregate principal amount equal to the difference between the principal amount of the Commitments (after giving effect to such increase and the Proposed Combined Commitments Increase, any prior increases or permanent reductions to Bank's revised Pro Rata Share of the Commitments) and the outstanding principal amount combined Commitments is different than its share of General and Refunding Mortgage Bonds previously issued to the Administrative Agent as collateral support for the Outstanding Obligations; and (k) with respect to each increase in the Commitments, the Outstanding Obligations shall be reallocated among the Banks as follows. On the Increase Date Borrower shall provide evidence, be deemed to have prepaid all outstanding Committed Loans in form accordance with Section 2.5 and substance satisfactory to the Administrative Agent, of new or supplemental regulatory approval by the PUCN and any other applicable regulatory body, reborrowed all Committed Loans in each case authorizing the issuance of long-term debt securities accordance with Section 2.2 from all Banks ratably in an aggregate principal amount equal to such new issuance of General and Refunding Mortgage Bonds and/or the principal amount of such increase, as applicable.accordance with their revised Pro Rata

Optional Increase of the Commitments. At any time following the Closing Date, the Borrower shall have the right, in consultation with the Administrative Agent, (a) The Company may from time to time increase the Total Revolving Credit Commitment by the addition of one or more new Lenders consented to by the Administrative Agent and upon the LC Issuer or by the agreement of any existing Lender (a "PROPOSED COMBINED COMMITMENTS INCREASE") in the manner set forth below; provided that (i) the then Total Revolving Credit Commitment plus the Proposed Combined Commitments Increase shall not less be greater than thirty $300,000,000; (30ii) days immediately prior written notice to and after giving effect to the Proposed Combined Commitments Increase no event has occurred and is continuing that constitutes an Event of Default or Potential Default; (iii) the Borrowers shall be jointly and severally obligated to pay any costs payable under Section 2.14(b) if and to the extent any Loans are prepaid on the effective date of such increase (the "INCREASE DATE") such costs shall be paid; and (iv) the Company may not request the increase of the Total Revolving Credit Commitment hereunder once the Borrowers have reduced such Commitment under Section 2.02(c) hereof. (b) The Total Revolving Credit Commitment shall be increased by the Proposed Combined Commitments Increase on the Increase Date provided (i) each such new Lender shall execute and deliver to the Administrative Agent the Joinder to request an increase Revolving Credit Agreement (and by such execution and delivery, each such new Lender shall be deemed to have agreed with the matters set forth in this Agreement) and/or such existing Lender shall execute and deliver the Commitment Increase Supplement in the Commitments; provided, that: form of Exhibit K and (aii) no Default or Event of Default shall have occurred and be continuing or would result from any such requested increase or Extension of Credit made on the date of such increase; (b) the Borrower shall provide the Administrative Agent with a certificate of a Responsible Officer dated as shall have received on or before the Increase Date certified copies of the resolutions of the Board of Directors of each Borrower approving such increase of the Total Revolving Credit Commitment, and of all documents evidencing other necessary corporate action, if any, with respect to such increase. Upon satisfaction of the foregoing conditions, such new Lender shall become a Lender hereunder and/or such existing Lender's Commitment shall be increased, and the Administrative Agent shall, promptly following the effective date thereof, provide to the Company and the Lenders a revised Pro Rata shares giving effect thereto. Each Borrower agrees that it shall execute and deliver upon request of such increase in form and substance substantially similar to the certificate delivered under Section 8.1(b)(inew or existing Lender, one or more Notes evidencing that such new or existing Lender's Pro Rata share. (c) demonstrating pro forma compliance with the covenant contained in Section 8.3 If, after giving effect to the Proposed Combined Commitments Increase, any Extensions Lender's revised Pro Rata share of the Total Revolving Credit Commitment is different than its share of Obligations, the Obligations shall be reallocated among the Lenders as follows. On the Increase Date, the Borrowers shall be deemed to have prepaid all outstanding Revolving Credit Loans in accordance with Section 2.11 and reborrowed all Revolving Credit Loans in accordance with Section 2.01 from all Lenders ratably in accordance with their revised Pro Rata shares. Each Lender having a decreased Pro Rata share (a "SELLING LENDER") agrees to sell and assign to each other Lender (each a "BUYING LENDER"), and each Buying Lender hereby agrees to ratably purchase and assume, without recourse, from each Selling Lender, a ratable portion of each Selling Lender's Letter of Credit made on the date of Obligations and Swingline Advance Participating Interest such increase; (c) each increase in Commitments shall be in an aggregate principal amount of at least $10,000,000 or a whole multiple of $5,000,000 in excess thereofthat, or in each case if less, the remaining principal amount of increases to Commitments that are available under this Section 2.5 (after giving effect to all prior increases pursuant to this Section 2.5); (d) the aggregate amount such assignments, each Lender's share of all increases to Obligations (except Competitive Bid Loans) equals its revised Pro Rata share. On the Commitments made pursuant to this Section 2.5 shall not exceed FIFTY MILLION DOLLARS ($50,000,000); (e) increases in Commitments pursuant to this Section 2.5 (i) shall not increase or otherwise affect the Swingline Sublimit and (ii) shall increase the Letter of Credit SublimitIncrease Date, if applicable, in accordance with the terms of such definition; (f) the Commitment of any Lender shall not be increased without the approval of such Lender; (g) in connection with each proposed increase, the Borrower may solicit commitments from (i) any Lender (provided, that no Lender shall have an obligation to commit to all or a portion of the proposed increase) or (ii) any third party financial institutions that are Eligible Assignees that are reasonably acceptable to the Administrative Agent, the Issuing Banks, the Swingline Lender and the Borrower (a “New Lender”); (h) the Loans made or Letters of Credit issued in respect of any increase in Commitments pursuant to this Section 2.5: (i) will rank pari passu in right of payment and security with the other Loans made and Letters of Credit issued hereunder and shall constitute and be part of the “Obligations” arising under this Agreement, and (ii) shall have the same pricing and tenor as the other Loans and Letters of Credit hereunder; (i) in the event that any existing Lender or any New Lender commits to such requested increase, (i) any New Lender will execute an accession agreement to this Agreement, in form and substance acceptable to the Administrative Agent, (ii) the Commitment of any existing Lender which has committed to provide any of the requested increase shall be increased by such amount, (iii) the Percentages of the Lenders shall be adjusted, and (iv) other changes shall be made to the Loan Documents as may be necessary to reflect the aggregate amount, if any, by which the Lenders have agreed to increase their respective Commitments or New Lenders have agreed to or make new Commitments in response to the Borrower’s request for an increase pursuant to this Section 2.5, and which other changes do not adversely affect the rights of those Lenders not participating in any such increase; (j) with respect to each increase in the Commitments, the Borrower will issue to the Administrative Agent General and Refunding Mortgage Bonds, in form and substance similar shall distribute to the General and Refunding Mortgage Bonds issued to the Administrative Agent on the Closing Date in accordance with the provisions of Section 6.1(g), in each Selling Lender an aggregate principal amount equal to the difference between its Revolving Credit Loans so prepaid and the principal amount new Revolving Credit Loans deemed to have been made by it (plus interest payable hereunder). Such payments shall be deemed to be a payment of the Commitments (after giving effect to Revolving Credit Loans by the Borrowers on the date such increase payment is received. The Selling Lender acknowledges and any prior increases or permanent reductions agrees to the Commitmentsmaters set forth in Section 6(b) and of the outstanding principal amount of General and Refunding Mortgage Bonds previously issued Transfer Supplement as to the Administrative Agent as collateral support Letter of Credit Obligations and Swingline Advance Participating Interest it has acquired. Interest and fees accruing on the Letter of Credit Obligations and Swingline Advance Participating Interest for the Obligations; and (k) with respect to each increase in the Commitments, the Borrower shall provide evidence, in form and substance satisfactory period prior to the Administrative AgentIncrease Date shall be for the account of each Selling Lender, and interest and fees accruing on the Letter of new or supplemental regulatory approval by Credit Obligations and Swingline Advance Participating Interest for the PUCN period from and any other applicable regulatory body, in after the Increase Date shall be for the account of each case authorizing the issuance of long-term debt securities in an aggregate principal amount equal to such new issuance of General and Refunding Mortgage Bonds and/or the principal amount of such increase, as applicableBuying Lender.

Optional Increase of the Commitments. At So long as no Default or Unmatured Default shall have occurred and be continuing, at any time following after the Closing Date, the Borrower Company shall have the right, in consultation with the Administrative Agent, from time to time and upon not less than thirty fifteen (3015) days prior written notice to the Administrative Agent Agent, to request an increase in the CommitmentsAggregate Commitment; provided, provided that: (a) no Default or Event of Default shall have occurred and be continuing or would result from any such requested increase or Extension of Credit made on the date of such increase; (b) the Borrower shall provide the Administrative Agent with a certificate of a Responsible Officer dated as of the date of such Each increase in form and substance substantially similar to the certificate delivered under Section 8.1(b)(i) demonstrating pro forma compliance with the covenant contained in Section 8.3 after giving effect to any Extensions of Credit made on the date of such increase; (c) each increase in Commitments Aggregate Commitment shall be in an aggregate principal amount of at least $10,000,000 50,000,000 or a whole multiple of $5,000,000 10,000,000 in excess thereof, or thereof up to a maximum total increase in each case if less, the remaining principal amount Aggregate Commitment of increases to Commitments that are available under this Section 2.5 (after giving effect to all prior increases $500,000,000. Increases in the Aggregate Commitment pursuant to this Section 2.5); (d) the aggregate amount of all increases to the Commitments made pursuant to this Section 2.5 shall not exceed FIFTY MILLION DOLLARS ($50,000,000); (e) increases in Commitments pursuant to this Section 2.5 (i) 2.2 shall not increase or otherwise affect the Aggregate Multicurrency Commitment, the Swingline Sublimit and (ii) shall increase Commitment or the Letter of Credit Sublimit, if applicable, sublimit set forth in accordance with the terms of such definition;Section 2.21.1. (fb) the Commitment of any Lender shall not be increased without the approval of such Lender; (g) in connection with each proposed increase, the Borrower may solicit commitments from (i) any Lender (provided, that no Lender shall have an obligation to commit to all or a portion of the proposed increase) or (ii) any third party financial institutions that are Eligible Assignees that are reasonably acceptable to the Administrative Agent, the Issuing Banks, the Swingline Lender and the Borrower (a “New Lender”); (h) the Loans made or Letters of Credit issued in respect of any increase in Commitments the Aggregate Commitment pursuant to this Section 2.5: (i) 2.2 will rank pari passu in right of payment and security with the other Loans made and Letters of Credit issued hereunder and shall constitute and be part of the “Obligations” arising under this Agreement, and (ii) shall have the same pricing and tenor as the other Loans and Letters of Credit hereunder;. (i) in the event that any Each existing Lender shall have the right, but not the obligation, to commit to all or any New Lender commits to such requested a portion of the proposed increase, (i) any New Lender will execute an accession agreement to this Agreement, in form and substance acceptable to the Administrative Agent, (ii) the failure by any existing Lender to respond to a request for such increase shall be deemed to be a refusal of such request by such existing Lender and (iii) if the Administrative Agent does not receive sufficient commitments from the existing Lenders to fund the entire amount of the proposed increase, the Company may then solicit commitments from other banks, financial institutions or investment funds that are reasonably acceptable to both the Administrative Agent and the Company. (d) Any increase in the Aggregate Commitment which is accomplished by increasing the Commitment of any existing Lender or Lenders who are at the time of such increase party to this Agreement (which has committed Lender or Lenders shall consent to provide such increase in their sole and absolute discretion) shall be accomplished as follows: (i) this Agreement will be amended by the Borrowers, the Administrative Agent and each Lender whose Commitment is being increased (but notwithstanding Section 8.2, without any requirement that the consent of any other Lender be obtained) to reflect the revised Commitment and Commitment Percentage of each of the Lenders, (ii) the outstanding Credit Extensions will be reallocated on the effective date of such increase among the Lenders in accordance with their revised Commitment Percentages (and the Lenders agree to make all payments and adjustments necessary to effect the reallocation and the Borrowers shall indemnify each Lender for any loss or costs required pursuant to Section 3.4 in connection with such reallocation as if such reallocation were a repayment) and (iii) if requested by such Lender or Lenders, the Borrowers will deliver new Note(s) to the Lender or Lenders whose Commitment(s) is or are being increased reflecting the revised Commitment of such Lender(s). (e) Any increase in the Aggregate Commitment which is accomplished by addition of a new Lender or Lenders under the Agreement shall be increased accomplished as follows: (i) each new Lender shall be an Eligible Assignee and shall be subject to the consent of the Administrative Agent and the Company, on behalf of itself and the Subsidiary Borrowers, which consents shall not be unreasonably withheld, (ii) this Agreement will be amended by such amountthe Borrowers, the Administrative Agent and each new Lender (but notwithstanding Section 8.2, without any requirement that the consent of any other Lender be obtained) to reflect the addition of each new Lender as a Lender hereunder and to reflect the revised Commitment and Commitment Percentages of each of the Lenders (including each new Lender), (iii) the outstanding Credit Extensions and Commitment Percentages will be reallocated on the effective date of such increase among the Lenders (including each new Lender) in accordance with their revised Commitment Percentages (and the Lenders (including each new Lender) agree to make all payments and adjustments necessary to effect the reallocation and the Borrowers shall be adjusted, indemnify each Lender for any loss or costs required pursuant to Section 3.4 in connection with such reallocation as if such reallocation were a repayment) and (iv) other changes shall be made at the request of any new Lender, the Borrowers will deliver a Note to such new Lender. (f) Prior to any increase to the Loan Documents as may be necessary to reflect the aggregate amount, if any, by which the Lenders have agreed to increase their respective Commitments or New Lenders have agreed to or make new Commitments in response to the Borrower’s request for an increase pursuant to Aggregate Commitment under this Section 2.5, and which other changes do not adversely affect the rights of those Lenders not participating in any such increase; (j) with respect to each increase in the Commitments2.2, the Borrower will issue to Borrowers and the Administrative Agent General Guarantor shall provide corporate resolutions (or the equivalent for non-corporate entities) authorizing and Refunding Mortgage Bonds, in form and substance similar to the General and Refunding Mortgage Bonds issued to the Administrative Agent on the Closing Date in accordance with the provisions of Section 6.1(g), in an aggregate principal amount equal to the difference between the principal amount of the Commitments (after giving effect to approving such increase and any prior increases or permanent reductions to the Commitments) and the outstanding principal amount of General and Refunding Mortgage Bonds previously issued to the Administrative Agent as collateral support for the Obligations; and (k) with respect to each increase in the Commitments, the Borrower shall provide evidence, otherwise in form and substance satisfactory to the Administrative Agent, of new or supplemental regulatory approval by the PUCN and any other applicable regulatory body, in each case authorizing the issuance of long-term debt securities in an aggregate principal amount equal to such new issuance of General and Refunding Mortgage Bonds and/or the principal amount of such increase, as applicable.

Optional Increase of the Commitments. At any time following the Closing Date, the Borrower shall have the right, in consultation with the Administrative Agent, from time to time and upon not less than thirty (30) days prior written notice to the Administrative Agent to request an increase in the Commitments; provided, provided that: (a) no Default or Event of Default shall have occurred and be continuing or would result from any such requested increase or Extension of Credit made on the date of such increase; (b) the Borrower shall provide the Administrative Agent with a certificate of a Responsible Officer dated as of the date of such increase in form and substance substantially similar to the certificate delivered under Section 8.1(b)(i) demonstrating pro forma compliance with each of the covenant covenants contained in Section 8.3 after giving effect to any Extensions of Credit made on the date of such increase; (c) each increase in Commitments shall be in an aggregate principal amount of at least $10,000,000 20,000,000 or a whole multiple of $5,000,000 20,000,000 in excess thereof, or in each case if less, the remaining principal amount of increases to Commitments that are available under this Section 2.5 (after giving effect to all prior increases pursuant to this Section 2.5); (d) the aggregate amount of all Commitment increases to the Commitments made pursuant to this Section 2.5 shall not exceed FIFTY MILLION DOLLARS ($50,000,000)100,000,000; (e) increases in Commitments pursuant to this Section 2.5 (i) shall not increase or otherwise affect the Swingline Sublimit and (ii) shall increase the Letter of Credit Sublimit, if applicable, in accordance with the terms of such definition; (f) the Commitment of any Lender shall not be increased without the approval of such Lender; (g) in connection with each proposed increase, the Borrower may solicit commitments from (i) any Lender (provided, provided that no Lender shall have an obligation to commit to all or a portion of the proposed increase) or (ii) any third party financial institutions that are Eligible Assignees that are reasonably acceptable to both the Administrative Agent, the Issuing Banks, the Swingline Lender Agent and the Borrower (a “New Lender”)Borrower; (h) the Loans made or Letters of Credit issued in respect of any increase in Commitments pursuant to this Section 2.5: 2.5 (iA) will rank pari passu in right of payment and security with the other Loans made and Letters of Credit issued hereunder and shall constitute and be part of the “"Obligations” " arising under this Agreement, and (iiB) shall have the same pricing and tenor as the other Loans and Letters of Credit hereunder; (i) in the event that any existing Lender or any New Lender new lender commits to such requested increase, (i) any New Lender new lender will execute an accession agreement to this Agreement, in form and substance acceptable to the Administrative Agent, (ii) the Commitment of any existing Lender which has committed to provide any of the requested increase shall be increased by such amountincreased, (iii) the Percentages of the Lenders shall be adjusted, and (iv) other changes shall be made to the Loan Documents as may be necessary to reflect the aggregate amount, if any, by which the Lenders have agreed to increase their respective Commitments or New Lenders new lenders have agreed to or make new Commitments commitments in response to the Borrower’s 's request for an increase pursuant to this Section 2.5, and which other changes do not adversely affect the rights of those Lenders not participating in any such increase; (j) with respect to each increase in the CommitmentsCommitments and until such time as a Debt Ratings Trigger shall have occurred, the Borrower will issue to the Administrative Agent General and Refunding Mortgage Bonds, in form and substance similar to the General and Refunding Mortgage Bonds issued to the Administrative Agent on the Closing Date in accordance with the provisions of Section 6.1(g), in an aggregate principal amount equal to the difference between the principal amount of the Commitments (after giving effect to such increase and any prior increases or permanent reductions to the Commitments) and the outstanding principal amount of General and Refunding Mortgage Bonds previously issued to the Administrative Agent as collateral support for the Obligations; and (k) with respect to each increase in the Commitmentssuch increase, the Borrower shall provide evidence, in form and substance satisfactory to the Administrative Agent, evidence of new or supplemental regulatory approval by the PUCN and any other applicable regulatory body, in each case authorizing the issuance of long-term debt securities in an aggregate principal amount equal to such new issuance of General and Refunding Mortgage Bonds and/or the principal amount of such increase, as applicableapplicable .

Optional Increase of the Commitments. At any time following the Closing Date, the Borrower shall have the right, in consultation with the Administrative Agent, from time to time and upon not less than thirty (30i) days prior written notice Notwithstanding anything herein to the Administrative Agent to request an increase in the Commitments; providedcontrary, that: (a) so long as no Default or Event of Default shall have has occurred and be continuing is continuing, Kraft and any one or would result from more Lenders or additional banks, financial institutions or other entities that are Eligible Assignees (each, a "New Lender") may, at any time after the Effective Date, agree that such requested Lenders shall increase the amount of their Commitments or Extension of Credit made on such New Lenders shall provide additional Commitments. In connection therewith, Kraft shall deliver to JPMorgan Chase, as Administrative Agent, for entry in the date Register, a notice specifying (A) the amount of such increase;, (B) the names of any participating Lenders and New Lenders and their respective allocations of such increase, and (C) the applicable date such increase shall become effective (the "Increased Facility Closing Date"). Notwithstanding the foregoing, (x) the aggregate Commitments may not be increased by more than $500,000,000, (y) each increase effected pursuant to this Section 2.10(b) shall be in an amount of at least $100,000,000 and (z) no more than two Increased Facility Closing Dates may be selected by Kraft during the term of this Agreement. No Lender shall have any obligation to participate in any increase described in this Section 2.10(b) unless it agrees to do so in its sole discretion. (bii) Any New Lender which, with the Borrower consent of Kraft, agrees to become a "Lender" under this Agreement in connection with any transaction described in clause (i) above shall provide enter into a supplement to this Agreement (each, a "New Lender Supplement"), substantially in the Administrative Agent with form of Exhibit H, whereupon such New Lender shall become a certificate Lender and shall be bound by and entitled to the benefits of a Responsible Officer dated this Agreement as of the date of execution of such increase New Lender Supplement. (A) Except as set forth in form subsections (B) and substance substantially similar (C) of this clause (iii), if any bank, financial institution or other entity becomes a New Lender or any Lender's Commitment is increased pursuant to this Section 2.10(b), Pro Rata Advances made on or after the applicable Increased Facility Closing Date shall be made in accordance with the pro rata provisions of Section 2.01 based on the respective Commitments in effect on and after such Increased Facility Closing Date (except to the certificate delivered under Section 8.1(b)(i) demonstrating pro forma compliance with the covenant contained extent that any such Pro Rata Borrowing would result in Section 8.3 after giving effect to any Extensions of Credit made on the date of such increase; (c) each increase in Commitments shall be in Lender making an aggregate principal amount of at least $10,000,000 or a whole multiple of $5,000,000 Pro Rata Advances in excess thereofof its Commitment, or in each which case if lesssuch excess amount will be allocated to and made by, any New Lenders and Lenders with increased Commitments pursuant to clause (i) above, pro rata in accordance with their respective Commitments). (B) In the event that on any Increased Facility Closing Date there are Base Rate Advances outstanding, the remaining principal amount relevant Borrower shall make prepayments of increases to Commitments that are available under this Section 2.5 (and borrowings of additional Base Rate Advances so that, after giving effect to all prior increases pursuant to this Section 2.5); (d) thereto, the aggregate amount of all increases to resulting Base Rate Advances outstanding are allocated among the Commitments made pursuant to this Section 2.5 shall not exceed FIFTY MILLION DOLLARS ($50,000,000); (e) increases in Commitments pursuant to this Section 2.5 (i) shall not increase or otherwise affect the Swingline Sublimit and (ii) shall increase the Letter of Credit Sublimit, if applicable, Lenders as nearly as may be in accordance with the terms pro rata provisions of Section 2.01 based on such definition; (f) the Commitment of any Lender Lenders' respective Commitments in effect on and after such Increased Facility Closing Date, and such allocations shall not be increased without the approval of effected on such Lender; (g) in connection with each proposed increaseIncreased Facility Closing Date by JPMorgan Chase, the Borrower may solicit commitments from (i) any Lender (provided, that no Lender shall have an obligation to commit to all or a portion of the proposed increase) or (ii) any third party financial institutions that are Eligible Assignees that are reasonably acceptable to the as Administrative Agent, through appropriate entries in the Issuing Banks, the Swingline Lender and the Borrower (a “New Lender”);Register. (hC) the Loans made or Letters of Credit issued in respect of any increase in Commitments pursuant to this Section 2.5: (i) will rank pari passu in right of payment and security with the other Loans made and Letters of Credit issued hereunder and shall constitute and be part of the “Obligations” arising under this Agreement, and (ii) shall have the same pricing and tenor as the other Loans and Letters of Credit hereunder; (i) in In the event that on any existing Lender or Increased Facility Closing Date there are LIBO Rate Advances outstanding, such LIBO Rate Advances shall remain outstanding with the respective Lenders thereof until the expiration of their respective Interest Periods (unless the relevant Borrower elects to prepay any New Lender commits to such requested increase, (i) any New Lender will execute an accession agreement to thereof in accordance with the applicable provisions of this Agreement, in form ) and substance acceptable to the Administrative Agent, (ii) the Commitment of any existing Lender which has committed to provide any of the requested increase shall be increased by such amount, (iii) the Percentages of the Lenders shall be adjusted, and (iv) other changes shall be made to the Loan Documents as may be necessary to reflect the aggregate amountcontinuations, if any, of any LIBO Rate Advances outstanding on such Increased Facility Closing Date shall be effected by which repayment of such LIBO Rate Advances on the last day of the Interest Period applicable thereto and the borrowing of new LIBO Rate Advances to be allocated among the Lenders have agreed to increase their respective Commitments or New Lenders have agreed to or make new Commitments in response to the Borrower’s request for an increase pursuant to this Section 2.5, and which other changes do not adversely affect the rights of those Lenders not participating in any such increase; (j) with respect to each increase in the Commitments, the Borrower will issue to the Administrative Agent General and Refunding Mortgage Bonds, in form and substance similar to the General and Refunding Mortgage Bonds issued to the Administrative Agent on the Closing Date in accordance with the pro rata provisions of Section 6.1(g), 2.01 based on such Lenders' respective Commitments in an aggregate principal amount equal to the difference between the principal amount of the Commitments (effect on and after giving effect to such increase and any prior increases or permanent reductions to the Commitments) and the outstanding principal amount of General and Refunding Mortgage Bonds previously issued to the Administrative Agent as collateral support for the Obligations; andIncreased Facility Closing Date. (kiv) with respect For purposes of Section 9.01, no consent of any Lender other than a Lender that has agreed to each increase participate in the Commitments, increase described in this Section 2.10(b) shall be required in connection with the Borrower shall provide evidence, in form and substance satisfactory to the Administrative Agent, of new or supplemental regulatory approval by the PUCN and any other applicable regulatory body, in each case authorizing the issuance of long-term debt securities in an aggregate principal amount equal to such new issuance of General and Refunding Mortgage Bonds and/or the principal amount of such increase, as applicabletransactions under this Section 2.10(b).

Optional Increase of the Commitments. At any time following the Closing Date, the Borrower shall have the right, in consultation with the Administrative Agent, from time to time and upon not less than thirty (30) days prior written notice to the Administrative Agent to request an increase in the Commitments; provided, provided that: (a) no Default or Event of Default shall have occurred and be continuing or would result from any such requested increase or Extension of Credit made on the date of such increase; (b) the Borrower shall provide the Administrative Agent with a certificate of a Responsible Officer dated as of the date of such increase in form and substance substantially similar to the certificate delivered under Section 8.1(b)(i) demonstrating pro forma compliance with each of the covenant covenants contained in Section 8.3 after giving effect to any Extensions of Credit made on the date of such increase; (c) each increase in Commitments shall be in an aggregate principal amount of at least $10,000,000 or a whole multiple of $5,000,000 10,000,000 in excess thereof, or in each case if less, the remaining principal amount of increases to Commitments that are available under this Section 2.5 (after giving effect to all prior increases pursuant to this Section 2.5); (d) the aggregate amount of all Commitment increases to the Commitments made pursuant to this Section 2.5 shall not exceed FIFTY MILLION DOLLARS ($50,000,000)100,000,000; (e) increases in Commitments pursuant to this Section 2.5 (i) shall not increase or otherwise affect the Swingline Sublimit and (ii) shall increase the Letter of Credit Sublimit, if applicable, in accordance with the terms of such definition; (f) the Commitment of any Lender shall not be increased without the approval of such Lender; (g) in connection with each proposed increase, the Borrower may solicit commitments from (i) any Lender (provided, provided that no Lender shall have an obligation to commit to all or a portion of the proposed increase) or (ii) any third party financial institutions that are Eligible Assignees that are reasonably acceptable to both the Administrative Agent, the Issuing Banks, the Swingline Lender Agent and the Borrower (a “New Lender”)Borrower; (h) the Loans made or Letters of Credit issued in respect of any increase in Commitments pursuant to this Section 2.5: 2.5 (iA) will rank pari passu in right of payment and security with the other Loans made and Letters of Credit issued hereunder and shall constitute and be part of the “"Obligations” " arising under this Agreement, and (iiB) shall have the same pricing and tenor as the other Loans and Letters of Credit hereunder; (i) in the event that any existing Lender or any New Lender new lender commits to such requested increase, (i) any New Lender new lender will execute an accession agreement to this Agreement, in form and substance acceptable to the Administrative Agent, (ii) the Commitment of any existing Lender which has committed to provide any of the requested increase shall be increased by such amountincreased, (iii) the Percentages of the Lenders shall be adjusted, and (iv) other changes shall be made to the Loan Documents as may be necessary to reflect the aggregate amount, if any, by which the Lenders have agreed to increase their respective Commitments or New Lenders new lenders have agreed to or make new Commitments commitments in response to the Borrower’s 's request for an increase pursuant to this Section 2.5, and which other changes do not adversely affect the rights of those Lenders not participating in any such increase; (j) with respect to each increase in the CommitmentsCommitments and until such time as a Debt Ratings Trigger shall have occurred, the Borrower will issue to the Administrative Agent General and Refunding Mortgage Bonds, in form and substance similar to the General and Refunding Mortgage Bonds issued to the Administrative Agent on the Closing Date in accordance with the provisions of Section 6.1(g), in an aggregate principal amount equal to the difference between the principal amount of the Commitments (after giving effect to such increase and any prior increases or permanent reductions to the Commitments) and the outstanding principal amount of General and Refunding Mortgage Bonds previously issued to the Administrative Agent as collateral support for the Obligations; and (k) with respect to each increase in the Commitmentssuch increase, the Borrower shall provide evidence, in form and substance satisfactory to the Administrative Agent, evidence of new or supplemental regulatory approval by the PUCN or CPUC (if applicable) and any other applicable regulatory body, in each case authorizing the issuance of long-term debt securities in an aggregate principal amount equal to such new issuance of General and Refunding Mortgage Bonds and/or the principal amount of such increase, as applicable.

Optional Increase of the Commitments. At So long as no Default or Unmatured Default shall have occurred and be continuing and the other conditions set forth in Section 4.2 have been satisfied, at any time following after the Closing Restatement Date, the Borrower Company shall have the right, in consultation with the Administrative Agent, from time to time and upon not less than thirty fifteen (3015) days (or such lesser number of days to which the Administrative Agent may agree in its sole discretion) prior written notice to the Administrative Agent Agent, to request an increase in the CommitmentsAggregate Commitment; provided, provided that: (a) no Default or Event of Default shall have occurred and be continuing or would result from any such requested increase or Extension of Credit made on the date of such increase; (b) the Borrower shall provide the Administrative Agent with a certificate of a Responsible Officer dated as of the date of such Each increase in form and substance substantially similar to the certificate delivered under Section 8.1(b)(i) demonstrating pro forma compliance with the covenant contained in Section 8.3 after giving effect to any Extensions of Credit made on the date of such increase; (c) each increase in Commitments Aggregate Commitment shall be in an aggregate principal amount of at least $10,000,000 50,000,000 or a whole multiple of $5,000,000 10,000,000 in excess thereof, or thereof up to a maximum total increase in each case if less, the remaining principal amount Aggregate Commitment of increases to Commitments that are available under this Section 2.5 (after giving effect to all prior increases $250,000,000. Increases in the Aggregate Commitment pursuant to this Section 2.5); (d) the aggregate amount of all increases to the Commitments made pursuant to this Section 2.5 shall not exceed FIFTY MILLION DOLLARS ($50,000,000); (e) increases in Commitments pursuant to this Section 2.5 (i) 2.2 shall not increase or otherwise affect the Swingline Sublimit and (ii) shall increase the Letter of Credit Sublimit, if applicable, in accordance with the terms of such definition; (f) the Commitment of any Lender shall not be increased without the approval of such Lender; (g) in connection with each proposed increase, the Borrower may solicit commitments from (i) any Lender (provided, that no Lender shall have an obligation to commit to all or a portion of the proposed increase) or (ii) any third party financial institutions that are Eligible Assignees that are reasonably acceptable to the Administrative Agent, the Issuing BanksAggregate Multicurrency Commitment, the Swingline Lender Sublimit or the Facility LC sublimit set forth in Section 2.21.1, except as agreed by the Borrowers and the Borrower (a “New Lender”);Multicurrency Lenders, Swingline Lender or the LC Issuers, as applicable. (hb) the Loans made or Letters of Credit issued in respect of any increase in Commitments the Aggregate Commitment pursuant to this Section 2.5: (i) 2.2 will rank pari passu in right of payment and security with the other Loans made and Letters of Credit issued hereunder and shall constitute and be part of the “Obligations” Obligations arising under this Agreement. (c) The Company may offer the increase in the Aggregate Commitment (which may be declined by any Lender in its sole and absolute discretion) on either a ratable basis to the Lenders or on a non-ratable basis to one or more Lenders and/or to other banks, financial institutions or investment funds that are reasonably acceptable to both the Administrative Agent and the Company. The failure by any existing Lender to respond to a request for such increase shall be deemed to be a refusal of such request by such existing Lender. Any increase in the Aggregate Commitment pursuant to this Section shall be allocated ratably between the Dollar Commitments and the Multicurrency Commitments unless otherwise agreed between the Company and the Administrative Agent. (iid) Any increase in the Aggregate Commitment which is accomplished by increasing the Commitment of any Lender or Lenders who are at the time of such increase party to this Agreement (which Lender or Lenders shall consent to such increase in their sole and absolute discretion) shall have the same pricing and tenor be accomplished as the other Loans and Letters of Credit hereunder; follows: (i) in this Agreement will be amended by the event that any existing Lender or any New Lender commits to such requested increaseBorrowers, (i) any New Lender will execute an accession agreement to this Agreement, in form and substance acceptable to the Administrative AgentAgent and each Lender whose Commitment is being increased (but notwithstanding Section 8.2, without any requirement that the consent of any other Lender be obtained) to reflect the revised Commitment and Commitment Percentage of each of the Lenders, (ii) the outstanding Credit Extensions will be reallocated on the effective date of such increase among the Lenders in accordance with their revised Commitment Percentages (and the Lenders agree to make all payments and adjustments necessary to effect the reallocation and the Borrowers shall indemnify each Lender for any loss or costs required pursuant to Section 3.4 in connection with such reallocation as if such reallocation were a repayment) and (iii) if requested by such Lender or Lenders, the Borrowers will deliver new Note(s) to the Lender or Lenders whose Commitment(s) is or are being increased reflecting the revised Commitment of any existing such Lender(s). (e) Any increase in the Aggregate Commitment which is accomplished by addition of a new Lender which has committed or Lenders under the Agreement shall be accomplished as follows: (i) each new Lender shall be an Eligible Assignee and shall be subject to provide any the consent of the requested increase Administrative Agent, the Swingline Lender, the LC Issuer and the Company, on behalf of itself and the Subsidiary Borrowers, which consents shall not be increased unreasonably withheld, (ii) this Agreement will be amended by such amountthe Borrowers, the Administrative Agent and each new Lender (but notwithstanding Section 8.2, without any requirement that the consent of any other Lender be obtained) to reflect the addition of each new Lender as a Lender hereunder and to reflect the revised Commitment and Commitment Percentages of each of the Lenders (including each new Lender), (iii) the outstanding Credit Extensions and Commitment Percentages will be reallocated on the effective date of such increase among the Lenders (including each new Lender) in accordance with their revised Commitment Percentages (and the Lenders (including each new Lender) agree to make all payments and adjustments necessary to effect the reallocation and the Borrowers shall be adjusted, indemnify each Lender for any loss or costs required pursuant to Section 3.4 in connection with such reallocation as if such reallocation were a repayment) and (iv) other changes shall be made at the request of any new Lender, the Borrowers will deliver a Note to such new Lender. (f) Prior to any increase to the Loan Documents as may be necessary to reflect the aggregate amount, if any, by which the Lenders have agreed to increase their respective Commitments or New Lenders have agreed to or make new Commitments in response to the Borrower’s request for an increase pursuant to Aggregate Commitment under this Section 2.5, and which other changes do not adversely affect the rights of those Lenders not participating in any such increase; (j) with respect to each increase in the Commitments2.2, the Borrower will issue to Borrowers and the Administrative Agent General Guarantors shall provide corporate resolutions (or the equivalent for non-corporate entities) authorizing and Refunding Mortgage Bonds, in form and substance similar to the General and Refunding Mortgage Bonds issued to the Administrative Agent on the Closing Date in accordance with the provisions of Section 6.1(g), in an aggregate principal amount equal to the difference between the principal amount of the Commitments (after giving effect to approving such increase and any prior increases or permanent reductions to the Commitments) and the outstanding principal amount of General and Refunding Mortgage Bonds previously issued to the Administrative Agent as collateral support for the Obligations; and (k) with respect to each increase in the Commitments, the Borrower shall provide evidence, otherwise in form and substance satisfactory to the Administrative Agent, of new or supplemental regulatory approval by the PUCN and any other applicable regulatory body, in each case authorizing the issuance of long-term debt securities in an aggregate principal amount equal to such new issuance of General and Refunding Mortgage Bonds and/or the principal amount of such increase, as applicable.

Optional Increase of the Commitments. At So long as no Default or Unmatured Default shall have occurred and be continuing and the other conditions set forth in Section 4.2 have been satisfied, at any time following after the Closing Date, the Borrower Company shall have the right, in consultation with the Administrative Agent, from time to time and upon not less than thirty fifteen (3015) days prior written notice to the Administrative Agent Agent, to request an increase in the CommitmentsAggregate Commitment; provided, provided that: (a) no Default or Event of Default shall have occurred and be continuing or would result from any such requested increase or Extension of Credit made on the date of such increase; (b) the Borrower shall provide the Administrative Agent with a certificate of a Responsible Officer dated as of the date of such Each increase in form and substance substantially similar to the certificate delivered under Section 8.1(b)(i) demonstrating pro forma compliance with the covenant contained in Section 8.3 after giving effect to any Extensions of Credit made on the date of such increase; (c) each increase in Commitments Aggregate Commitment shall be in an aggregate principal amount of at least $10,000,000 50,000,000 or a whole multiple of $5,000,000 10,000,000 in excess thereof, or thereof up to a maximum total increase in each case if less, the remaining principal amount Aggregate Commitment of increases to Commitments that are available under this Section 2.5 (after giving effect to all prior increases $500,000,000. Increases in the Aggregate Commitment pursuant to this Section 2.5); (d) the aggregate amount of all increases to the Commitments made pursuant to this Section 2.5 shall not exceed FIFTY MILLION DOLLARS ($50,000,000); (e) increases in Commitments pursuant to this Section 2.5 (i) 2.2 shall not increase or otherwise affect the Aggregate Multicurrency Commitment, the Swingline Sublimit and (ii) shall increase or the Letter of Credit Sublimit, if applicable, sublimit set forth in accordance with the terms of such definition;Section 2.21.1. (fb) the Commitment of any Lender shall not be increased without the approval of such Lender; (g) in connection with each proposed increase, the Borrower may solicit commitments from (i) any Lender (provided, that no Lender shall have an obligation to commit to all or a portion of the proposed increase) or (ii) any third party financial institutions that are Eligible Assignees that are reasonably acceptable to the Administrative Agent, the Issuing Banks, the Swingline Lender and the Borrower (a “New Lender”); (h) the Loans made or Letters of Credit issued in respect of any increase in Commitments the Aggregate Commitment pursuant to this Section 2.5: (i) 2.2 will rank pari passu in right of payment and security with the other Loans made and Letters of Credit issued hereunder and shall constitute and be part of the “Obligations” Obligations arising under this Agreement, and (ii) shall have the same pricing and tenor as the other Loans and Letters of Credit hereunder;. (i) in the event that any Each existing Lender shall have the right, but not the obligation, to commit to all or any New Lender commits to such requested a portion of the proposed increase, (i) any New Lender will execute an accession agreement to this Agreement, in form and substance acceptable to the Administrative Agent, (ii) the failure by any existing Lender to respond to a request for such increase shall be deemed to be a refusal of such request by such existing Lender and (iii) if the Administrative Agent does not receive sufficient commitments from the existing Lenders to fund the entire amount of the proposed increase, the Company may then solicit commitments from other banks, financial institutions or investment funds that are reasonably acceptable to both the Administrative Agent and the Company. (d) Any increase in the Aggregate Commitment which is accomplished by increasing the Commitment of any existing Lender or Lenders who are at the time of such increase party to this Agreement (which has committed Lender or Lenders shall consent to provide such increase in their sole and absolute discretion) shall be accomplished as follows: (i) this Agreement will be amended by the Borrowers, the Administrative Agent and each Lender whose Commitment is being increased (but notwithstanding Section 8.2, without any requirement that the consent of any other Lender be obtained) to reflect the revised Commitment and Commitment Percentage of each of the Lenders, (ii) the outstanding Credit Extensions will be reallocated on the effective date of such increase among the Lenders in accordance with their revised Commitment Percentages (and the Lenders agree to make all payments and adjustments necessary to effect the reallocation and the Borrowers shall indemnify each Lender for any loss or costs required pursuant to Section 3.4 in connection with such reallocation as if such reallocation were a repayment) and (iii) if requested by such Lender or Lenders, the Borrowers will deliver new Note(s) to the Lender or Lenders whose Commitment(s) is or are being increased reflecting the revised Commitment of such Lender(s). (e) Any increase in the Aggregate Commitment which is accomplished by addition of a new Lender or Lenders under the Agreement shall be increased accomplished as follows: (i) each new Lender shall be an Eligible Assignee and shall be subject to the consent of the Administrative Agent and the Company, on behalf of itself and the Subsidiary Borrowers, which consents shall not be unreasonably withheld, (ii) this Agreement will be amended by such amountthe Borrowers, the Administrative Agent and each new Lender (but notwithstanding Section 8.2, without any requirement that the consent of any other Lender be obtained) to reflect the addition of each new Lender as a Lender hereunder and to reflect the revised Commitment and Commitment Percentages of each of the Lenders (including each new Lender), (iii) the outstanding Credit Extensions and Commitment Percentages will be reallocated on the effective date of such increase among the Lenders (including each new Lender) in accordance with their revised Commitment Percentages (and the Lenders (including each new Lender) agree to make all payments and adjustments necessary to effect the reallocation and the Borrowers shall be adjusted, indemnify each Lender for any loss or costs required pursuant to Section 3.4 in connection with such reallocation as if such reallocation were a repayment) and (iv) other changes shall be made at the request of any new Lender, the Borrowers will deliver a Note to such new Lender. (f) Prior to any increase to the Loan Documents as may be necessary to reflect the aggregate amount, if any, by which the Lenders have agreed to increase their respective Commitments or New Lenders have agreed to or make new Commitments in response to the Borrower’s request for an increase pursuant to Aggregate Commitment under this Section 2.5, and which other changes do not adversely affect the rights of those Lenders not participating in any such increase; (j) with respect to each increase in the Commitments2.2, the Borrower will issue to Borrowers and the Administrative Agent General Guarantor shall provide corporate resolutions (or the equivalent for non-corporate entities) authorizing and Refunding Mortgage Bonds, in form and substance similar to the General and Refunding Mortgage Bonds issued to the Administrative Agent on the Closing Date in accordance with the provisions of Section 6.1(g), in an aggregate principal amount equal to the difference between the principal amount of the Commitments (after giving effect to approving such increase and any prior increases or permanent reductions to the Commitments) and the outstanding principal amount of General and Refunding Mortgage Bonds previously issued to the Administrative Agent as collateral support for the Obligations; and (k) with respect to each increase in the Commitments, the Borrower shall provide evidence, otherwise in form and substance satisfactory to the Administrative Agent, of new or supplemental regulatory approval by the PUCN and any other applicable regulatory body, in each case authorizing the issuance of long-term debt securities in an aggregate principal amount equal to such new issuance of General and Refunding Mortgage Bonds and/or the principal amount of such increase, as applicable.

Optional Increase of the Commitments. At So long as no Default or Unmatured Default shall have occurred and be continuing and the other conditions set forth in Section 4.2 have been satisfied, at any time following after the Closing Date, the Borrower Company shall have the right, in consultation with the Administrative Agent, from time to time and upon not less than thirty fifteen (3015) days prior written notice to the Administrative Agent Agent, to request an increase in the CommitmentsAggregate Commitment; provided, provided that: (a) no Default or Event of Default shall have occurred and be continuing or would result from any such requested increase or Extension of Credit made on the date of such increase; (b) the Borrower shall provide the Administrative Agent with a certificate of a Responsible Officer dated as of the date of such Each increase in form and substance substantially similar to the certificate delivered under Section 8.1(b)(i) demonstrating pro forma compliance with the covenant contained in Section 8.3 after giving effect to any Extensions of Credit made on the date of such increase; (c) each increase in Commitments Aggregate Commitment shall be in an aggregate principal amount of at least $10,000,000 50,000,000 or a whole multiple of $5,000,000 10,000,000 in excess thereof, or thereof up to a maximum total increase in each case if less, the remaining principal amount Aggregate Commitment of increases to Commitments that are available under this Section 2.5 (after giving effect to all prior increases $500,000,000. Increases in the Aggregate Commitment pursuant to this Section 2.5); (d) the aggregate amount of all increases to the Commitments made pursuant to this Section 2.5 shall not exceed FIFTY MILLION DOLLARS ($50,000,000); (e) increases in Commitments pursuant to this Section 2.5 (i) 2.2 shall not increase or otherwise affect the Aggregate Multicurrency Commitment, the Swingline Sublimit and (ii) shall increase or the Letter of Credit Sublimit, if applicable, sublimit set forth in accordance with the terms of such definition;Section 2.21.1. (fb) the Commitment of any Lender shall not be increased without the approval of such Lender; (g) in connection with each proposed increase, the Borrower may solicit commitments from (i) any Lender (provided, that no Lender shall have an obligation to commit to all or a portion of the proposed increase) or (ii) any third party financial institutions that are Eligible Assignees that are reasonably acceptable to the Administrative Agent, the Issuing Banks, the Swingline Lender and the Borrower (a “New Lender”); (h) the Loans made or Letters of Credit issued in respect of any increase in Commitments the Aggregate Commitment pursuant to this Section 2.5: (i) 2.2 will rank pari passu in right of payment and security with the other Loans made and Letters of Credit issued hereunder and shall constitute and be part of the “Obligations” Obligations arising under this Agreement. (c) The Company may offer the increase in the Aggregate Commitment (which may be declined by any Lender in its sole and absolute discretion) on either a ratable basis to the Lenders or on a non-ratable basis to one or more Lenders and/or to other banks, financial institutions or investment funds that are reasonably acceptable to both the Administrative Agent and the Company. The failure by any existing Lender to respond to a request for such increase shall be deemed to be a refusal of such request by such existing Lender. Any increase in the Aggregate Commitment pursuant to this Section shall be allocated ratably between the Dollar Commitments and the Multicurrency Commitments unless otherwise agreed between the Company and the Administrative Agent. (iid) Any increase in the Aggregate Commitment which is accomplished by increasing the Commitment of any Lender or Lenders who are at the time of such increase party to this Agreement (which Lender or Lenders shall consent to such increase in their sole and absolute discretion) shall have the same pricing and tenor be accomplished as the other Loans and Letters of Credit hereunder; follows: (i) in this Agreement will be amended by the event that any existing Lender or any New Lender commits to such requested increaseBorrowers, (i) any New Lender will execute an accession agreement to this Agreement, in form and substance acceptable to the Administrative AgentAgent and each Lender whose Commitment is being increased (but notwithstanding Section 8.2, without any requirement that the consent of any other Lender be obtained) to reflect the revised Commitment and Commitment Percentage of each of the Lenders, (ii) the outstanding Credit Extensions will be reallocated on the effective date of such increase among the Lenders in accordance with their revised Commitment Percentages (and the Lenders agree to make all payments and adjustments necessary to effect the reallocation and the Borrowers shall indemnify each Lender for any loss or costs required pursuant to Section 3.4 in connection with such reallocation as if such reallocation were a repayment) and (iii) if requested by such Lender or Lenders, the Borrowers will deliver new Note(s) to the Lender or Lenders whose Commitment(s) is or are being increased reflecting the revised Commitment of any existing such Lender(s). (e) Any increase in the Aggregate Commitment which is accomplished by addition of a new Lender which has committed or Lenders under the Agreement shall be accomplished as follows: (i) each new Lender shall be an Eligible Assignee and shall be subject to provide any the consent of the requested increase Administrative Agent and the Company, on behalf of itself and the Subsidiary Borrowers, which consents shall not be increased unreasonably withheld, (ii) this Agreement will be amended by such amountthe Borrowers, the Administrative Agent and each new Lender (but notwithstanding Section 8.2, without any requirement that the consent of any other Lender be obtained) to reflect the addition of each new Lender as a Lender hereunder and to reflect the revised Commitment and Commitment Percentages of each of the Lenders (including each new Lender), (iii) the outstanding Credit Extensions and Commitment Percentages will be reallocated on the effective date of such increase among the Lenders (including each new Lender) in accordance with their revised Commitment Percentages (and the Lenders (including each new Lender) agree to make all payments and adjustments necessary to effect the reallocation and the Borrowers shall be adjusted, indemnify each Lender for any loss or costs required pursuant to Section 3.4 in connection with such reallocation as if such reallocation were a repayment) and (iv) other changes shall be made at the request of any new Lender, the Borrowers will deliver a Note to such new Lender. (f) Prior to any increase to the Loan Documents as may be necessary to reflect the aggregate amount, if any, by which the Lenders have agreed to increase their respective Commitments or New Lenders have agreed to or make new Commitments in response to the Borrower’s request for an increase pursuant to Aggregate Commitment under this Section 2.5, and which other changes do not adversely affect the rights of those Lenders not participating in any such increase; (j) with respect to each increase in the Commitments2.2, the Borrower will issue to Borrowers and the Administrative Agent General Guarantor shall provide corporate resolutions (or the equivalent for non-corporate entities) authorizing and Refunding Mortgage Bonds, in form and substance similar to the General and Refunding Mortgage Bonds issued to the Administrative Agent on the Closing Date in accordance with the provisions of Section 6.1(g), in an aggregate principal amount equal to the difference between the principal amount of the Commitments (after giving effect to approving such increase and any prior increases or permanent reductions to the Commitments) and the outstanding principal amount of General and Refunding Mortgage Bonds previously issued to the Administrative Agent as collateral support for the Obligations; and (k) with respect to each increase in the Commitments, the Borrower shall provide evidence, otherwise in form and substance satisfactory to the Administrative Agent, of new or supplemental regulatory approval by the PUCN and any other applicable regulatory body, in each case authorizing the issuance of long-term debt securities in an aggregate principal amount equal to such new issuance of General and Refunding Mortgage Bonds and/or the principal amount of such increase, as applicable.

Optional Increase of the Commitments. At (a) Not more than once in any time following the Closing Datecalendar year, the Borrower shall have Company may propose to increase the right, in consultation with the Administrative Agent, from time to time and upon aggregate Commitments by an aggregate amount of not less than thirty $10,000,000 or an integral multiple of $10,000,000 in excess thereof (30the "Proposed Aggregate Commitment Increase") days in the manner set forth below; provided that the then current aggregate Commitments plus the Proposed Aggregate Commitment Increase shall not be greater than the Maximum Permitted Aggregate Commitment; provided further that immediately prior written notice to and after giving effect to the Administrative Agent to request Proposed Aggregate Commitment Increase no event has occurred and is continuing that constitutes an increase in the CommitmentsEvent of Default or that would constitute a Potential Event of Default; provided, that: (a) no Default or Event of Default shall have occurred and be continuing or would result from any such requested increase or Extension of Credit made still further, that on the date the aggregate Commitments would be increased by the Proposed Aggregate Commitment Increase (the "Increase Date"), if any Eurocurrency Rate Advances are then outstanding, any payments which would be payable under Section 9.04(b) in connection with a prepayment of such increase;Eurocurrency Rate Advances on such date shall be paid if the reallocation of Commitments on the Increase Date requires payments among the Lenders as provided for in Section 9.08(j). (b) The Company may request the Borrower shall provide the Administrative Agent with a certificate of a Responsible Officer dated as of the date of such increase in form and substance substantially similar Proposed Aggregate Commitment Increase by delivering to the certificate delivered under Section 8.1(b)(iAgent, not later than 10:00 A.M. (New York City time) demonstrating pro forma compliance with the covenant contained in Section 8.3 after giving effect to any Extensions of Credit made on the date of such increase; (c) each increase in Commitments shall be in an aggregate principal amount of at least $10,000,000 or a whole multiple of $5,000,000 in excess thereof, or in each case if less, the remaining principal amount of increases to Commitments that are available under this Section 2.5 (after giving effect to all thirty days prior increases pursuant to this Section 2.5); (d) the aggregate amount of all increases to the Commitments made pursuant to this Section 2.5 shall not exceed FIFTY MILLION DOLLARS ($50,000,000); (e) increases in Commitments pursuant to this Section 2.5 proposed Increase Date, a notice specifying (i) shall not increase or otherwise affect the Swingline Sublimit and (ii) shall increase the Letter of Credit Sublimit, if applicable, in accordance with the terms of such definition; (f) the Proposed Aggregate Commitment of any Lender shall not be increased without the approval of such Lender; (g) in connection with each proposed increase, the Borrower may solicit commitments from (i) any Lender (provided, that no Lender shall have an obligation to commit to all or a portion of the proposed increase) or (ii) any third party financial institutions that are Eligible Assignees that are reasonably acceptable to the Administrative Agent, the Issuing Banks, the Swingline Lender and the Borrower (a “New Lender”); (h) the Loans made or Letters of Credit issued in respect of any increase in Commitments pursuant to this Section 2.5: (i) will rank pari passu in right of payment and security with the other Loans made and Letters of Credit issued hereunder and shall constitute and be part of the “Obligations” arising under this Agreement, and (ii) shall have the same pricing and tenor as the other Loans and Letters of Credit hereunder; (i) in the event that any existing Lender or any New Lender commits to such requested increase, (i) any New Lender will execute an accession agreement to this Agreement, in form and substance acceptable to the Administrative Agent, (ii) the Commitment of any existing Lender which has committed to provide any of the requested increase shall be increased by such amount, (iii) the Percentages of the Lenders shall be adjusted, and (iv) other changes shall be made to the Loan Documents as may be necessary to reflect the aggregate amount, if any, by which the Lenders have agreed to increase their respective Commitments or New Lenders have agreed to or make new Commitments in response to the Borrower’s request for an increase pursuant to this Section 2.5, and which other changes do not adversely affect the rights of those Lenders not participating in any such increase; (j) with respect to each increase in the Commitments, the Borrower will issue to the Administrative Agent General and Refunding Mortgage Bonds, in form and substance similar to the General and Refunding Mortgage Bonds issued to the Administrative Agent on the Closing Date in accordance with the provisions of Section 6.1(g), in an aggregate principal amount equal to the difference between the principal amount of the Commitments (after giving effect to such increase and any prior increases or permanent reductions to the Commitments) and the outstanding principal amount of General and Refunding Mortgage Bonds previously issued to the Administrative Agent as collateral support for the Obligations; and (k) with respect to each increase in the Commitments, the Borrower shall provide evidence, in form and substance satisfactory to the Administrative Agent, of new or supplemental regulatory approval by the PUCN and any other applicable regulatory body, in each case authorizing the issuance of long-term debt securities in an aggregate principal amount equal to such new issuance of General and Refunding Mortgage Bonds and/or the principal amount of such increase, as applicable.Increase,

Optional Increase of the Commitments. At any time following the Closing Date, the Borrower shall have the right, in consultation with the Administrative Agent, from time to time and upon not less than thirty (30i) days prior written notice Notwithstanding anything herein to the Administrative Agent to request an increase in the Commitments; providedcontrary, that: (a) so long as no Default or Event of Default shall have has occurred and be continuing is continuing, the Borrower and any one or would result from more Lenders or additional banks, financial institutions or other entities that are Eligible Assignees (each, a “New Lender”) may, at any time after the Effective Date and prior to the Termination Date, agree that such requested Lenders shall increase the amount of their Commitments or Extension of Credit made on such New Lenders shall provide additional Commitments. In connection therewith, the date Borrower shall deliver to the Administrative Agent, for entry in the Register, a notice specifying (A) the amount of such increase; , (bB) the Borrower shall provide the Administrative Agent with a certificate names of a Responsible Officer dated as of the date of such increase in form any participating Lenders and substance substantially similar to the certificate delivered under Section 8.1(b)(i) demonstrating pro forma compliance with the covenant contained in Section 8.3 after giving effect to any Extensions of Credit made on the date New Lenders and their respective allocations of such increase; , and (cC) the applicable date such increase shall become effective (the “Increased Facility Closing Date”). Notwithstanding the foregoing, (x) the aggregate Commitments may not be increased by more than the difference between (i) the Aggregate Revolving Commitment Amount on the Closing Date and (ii) $300,000,000, (y) each increase in Commitments effected pursuant to this Section 2.8(a) shall be in an aggregate principal amount of at least $10,000,000 and (z) no more than two Increased Facility Closing Dates may be selected by the Borrower during the term of this Agreement. No Lender shall have any obligation to participate in any increase described in this Section 2.8(a) unless it agrees to do so in its sole discretion. (ii) Any New Lender which, with the consent of the Borrower and the Administrative Agent, agrees to become a “Lender” under this Agreement in connection with any transaction described in clause (i) above shall enter into a supplement to this Agreement (each, a “New Lender Supplement”), substantially in the form of Exhibit G, whereupon such New Lender shall become a Lender and shall be bound by and entitled to the benefits of this Agreement as of the date of execution of such New Lender Supplement. (A) Except as set forth in subsection (B) of this clause (iii), if any bank, financial institution or other entity becomes a whole multiple New Lender or any Lender’s Commitment is increased pursuant to this Section, Loans made on or after the applicable Increased Facility Closing Date shall be made in accordance with the Pro Rata Share of $5,000,000 each Lender in excess thereof, or effect on and after such Increased Facility Closing Date (except to the extent that any such Loan would result in each case if less, the remaining any Lender making an aggregate principal amount of increases Loans in excess of its Commitment, in which case such excess amount will be allocated to and made by, any New Lenders and Lenders with increased Commitments that are available under this Section 2.5 (after giving effect to all prior increases pursuant to this Section 2.5clause (i) above, in accordance with their Pro Rata Share);. (dB) Upon any increase in the aggregate amount of all increases to the Commitments made pursuant to this Section 2.5 shall not exceed FIFTY MILLION DOLLARS ($50,000,000); (e) increases in Revolving Commitments pursuant to this Section 2.5 2.8(a) that is not pro rata among all Lenders, (ix) shall not increase or otherwise affect the Swingline Sublimit and (ii) shall increase the Letter of Credit Sublimit, if applicablewithin 5 Business Days, in accordance with the terms of such definition; (f) the Commitment case of any Lender shall not be increased without Base Rate Loans outstanding on the approval Increased Facility Closing Date, and at the end of such Lender; (g) the then current Interest Period with respect thereto in connection with each proposed increasethe case of any Eurocurrency Loan then outstanding, the Borrower may solicit commitments from (i) any Lender (providedshall prepay such Loans in their entirety and, that no Lender shall have an obligation to commit to all or a portion of the proposed increase) or (ii) any third party financial institutions that are Eligible Assignees that are reasonably acceptable to the Administrative Agent, the Issuing Banks, the Swingline Lender and extent the Borrower (a “New Lender”); (h) the Loans made or Letters of Credit issued in respect of any increase in Commitments pursuant elects to this Section 2.5: (i) will rank pari passu in right of payment do so and security with the other Loans made and Letters of Credit issued hereunder and shall constitute and be part of the “Obligations” arising under this Agreement, and (ii) shall have the same pricing and tenor as the other Loans and Letters of Credit hereunder; (i) in the event that any existing Lender or any New Lender commits to such requested increase, (i) any New Lender will execute an accession agreement to this Agreement, in form and substance acceptable subject to the Administrative Agent, (ii) the Commitment of any existing Lender which has committed to provide any of the requested increase shall be increased by such amount, (iii) the Percentages of the Lenders shall be adjusted, and (iv) other changes shall be made to the Loan Documents as may be necessary to reflect the aggregate amount, if any, by which the Lenders have agreed to increase their respective Commitments or New Lenders have agreed to or make new Commitments conditions specified in response to the Borrower’s request for an increase pursuant to this Section 2.5, and which other changes do not adversely affect the rights of those Lenders not participating in any such increase; (j) with respect to each increase in the CommitmentsArticle III, the Borrower will issue shall reborrow such Loans from the Lenders in proportion to the Administrative Agent General and Refunding Mortgage Bonds, in form and substance similar to the General and Refunding Mortgage Bonds issued to the Administrative Agent on the Closing Date in accordance with the provisions of Section 6.1(g), in an aggregate principal amount equal to the difference between the principal amount of the their respective Revolving Commitments (after giving effect to such increase and any prior increases or permanent reductions to the Commitments) and the increase, until such time as all outstanding principal amount of General and Refunding Mortgage Bonds previously issued to the Administrative Agent as collateral support for the Obligations; and (k) with respect to each increase in the Commitments, the Borrower shall provide evidence, in form and substance satisfactory to the Administrative Agent, of new or supplemental regulatory approval Revolving Loans are held by the PUCN Lenders in such proportion and any other applicable regulatory body, in each case authorizing the issuance of long-term debt securities in an aggregate principal amount equal to such new issuance of General and Refunding Mortgage Bonds and/or the principal amount of (y) effective upon such increase, as applicablethe amount of the participations held by each Lender in each Letter of Credit then outstanding shall be adjusted such that, after giving effect to such adjustments, the Lenders shall hold participations in each such Letter of Credit in the proportion its respective Revolving Commitment bears to the Aggregate Revolving Commitments after giving effect to such increase. (iv) For purposes of this Agreement, including, without limitation, Section 9.01, no consent of any Lender other than a Lender that has agreed to participate in the increase described in this Section 2.8(a) shall be required in connection with the transactions under this Section 2.8(a).

Optional Increase of the Commitments. At any time following the Closing Date, the Borrower shall have the right, in consultation with the Administrative Agent, from time to time and upon not less than thirty (30) days prior written notice to the Administrative Agent to request an increase in the Commitments; provided, that: (a) no Default or Event of Default shall have occurred and be continuing or would result from any such requested increase or Extension of Credit made on the date of such increase; (b) the Borrower shall provide the Administrative Agent with a certificate of a Responsible Officer dated as of the date of such increase in form and substance substantially similar to the certificate delivered under Section 8.1(b)(i) demonstrating pro forma compliance with the covenant contained in Section 8.3 after giving effect to any Extensions of Credit made on the date of such increase; (c) each increase in Commitments shall be in an aggregate principal amount of at least $10,000,000 or a whole multiple of $5,000,000 in excess thereof, or in each case if less, the remaining principal amount of increases to Commitments that are available under this Section 2.5 (after giving effect to all prior increases pursuant to this Section 2.5); (d) the aggregate amount of all increases to the Commitments made pursuant to this Section 2.5 shall not exceed ONE HUNDRED FIFTY MILLION DOLLARS ($50,000,000150,000,000); (e) increases in Commitments pursuant to this Section 2.5 (i) shall not increase or otherwise affect the Swingline Sublimit and (ii) shall increase the Letter of Credit Sublimit, if applicable, in accordance with the terms of such definition; (f) the Commitment of any Lender shall not be increased without the approval of such Lender; (g) in connection with each proposed increase, the Borrower may solicit commitments from (i) any Lender (provided, that no Lender shall have an obligation to commit to all or a portion of the proposed increase) or (ii) any third party financial institutions that are Eligible Assignees that are reasonably acceptable to the Administrative Agent, the Issuing Banks, the Swingline Lender and the Borrower (a “New Lender”); (h) the Loans made or Letters of Credit issued in respect of any increase in Commitments pursuant to this Section 2.5: (i) will rank pari passu in right of payment and security with the other Loans made and Letters of Credit issued hereunder and shall constitute and be part of the “Obligations” arising under this Agreement, and (ii) shall have the same pricing and tenor as the other Loans and Letters of Credit hereunder; (i) in the event that any existing Lender or any New Lender commits to such requested increase, (i) any New Lender will execute an accession agreement to this Agreement, in form and substance acceptable to the Administrative Agent, (ii) the Commitment of any existing Lender which has committed to provide any of the requested increase shall be increased by such amount, (iii) the Percentages of the Lenders shall be adjusted, and (iv) other changes shall be made to the Loan Documents as may be necessary to reflect the aggregate amount, if any, by which the Lenders have agreed to increase their respective Commitments or New Lenders have agreed to or make new Commitments in response to the Borrower’s request for an increase pursuant to this Section 2.5, and which other changes do not adversely affect the rights of those Lenders not participating in any such increase; (j) with respect to each increase in the Commitments, the Borrower will issue to the Administrative Agent General and Refunding Mortgage Bonds, in form and substance similar to the General and Refunding Mortgage Bonds issued to the Administrative Agent on the Closing Date in accordance with the provisions of Section 6.1(g), in an aggregate principal amount equal to the difference between the principal amount of the Commitments (after giving effect to such increase and any prior increases or permanent reductions to the Commitments) and the outstanding principal amount of General and Refunding Mortgage Bonds previously issued to the Administrative Agent as collateral support for the Obligations; and (k) with respect to each increase in the Commitments, the Borrower shall provide evidence, in form and substance satisfactory to the Administrative Agent, of new or supplemental regulatory approval by the PUCN and any other applicable regulatory body, in each case authorizing the issuance of long-term debt securities in an aggregate principal amount equal to such new issuance of General and Refunding Mortgage Bonds and/or the principal amount of such increase, as applicable.

Optional Increase of the Commitments. At So long as no Default or Unmatured Default shall have occurred and be continuing and the other conditions set forth in Section 4.2 have been satisfied, at any time following after the Closing Restatement Date, the Borrower Company shall have the right, in consultation with the Administrative Agent, from time to time and upon not less than thirty fifteen (3015) days (or such lesser number of days to which the Administrative Agent may agree in its sole discretion) prior written notice to the Administrative Agent Agent, to request an increase in the CommitmentsAggregate Commitment; provided, provided that: (a) no Default or Event of Default shall have occurred and be continuing or would result from any such requested increase or Extension of Credit made on the date of such increase; (b) the Borrower shall provide the Administrative Agent with a certificate of a Responsible Officer dated as of the date of such Each increase in form and substance substantially similar to the certificate delivered under Section 8.1(b)(i) demonstrating pro forma compliance with the covenant contained in Section 8.3 after giving effect to any Extensions of Credit made on the date of such increase; (c) each increase in Commitments Aggregate Commitment shall be in an aggregate principal amount of at least $10,000,000 50,000,000 or a whole multiple of $5,000,000 10,000,000 in excess thereof, or thereof up to a maximum total increase in each case if less, the remaining principal amount Aggregate Commitment of increases to Commitments that are available under this Section 2.5 (after giving effect to all prior increases $1,000,000,000. Increases in the Aggregate Commitment pursuant to this Section 2.5); (d) the aggregate amount of all increases to the Commitments made pursuant to this Section 2.5 shall not exceed FIFTY MILLION DOLLARS ($50,000,000); (e) increases in Commitments pursuant to this Section 2.5 (i) 2.2 shall not increase or otherwise affect the Swingline Sublimit and (ii) shall increase the Letter of Credit Sublimit, if applicable, in accordance with the terms of such definition; (f) the Commitment of any Lender shall not be increased without the approval of such Lender; (g) in connection with each proposed increase, the Borrower may solicit commitments from (i) any Lender (provided, that no Lender shall have an obligation to commit to all or a portion of the proposed increase) or (ii) any third party financial institutions that are Eligible Assignees that are reasonably acceptable to the Administrative Agent, the Issuing BanksAggregate Multicurrency Commitment, the Swingline Lender Sublimit or the Facility LC sublimit set forth in Section 2.21.1, except as agreed by the Borrowers and the Borrower (a “New Lender”);Multicurrency Lenders, Swingline Lender or the LC Issuers, as applicable. (hb) the Loans made or Letters of Credit issued in respect of any increase in Commitments the Aggregate Commitment pursuant to this Section 2.5: (i) 2.2 will rank pari passu in right of payment and security with the other Loans made and Letters of Credit issued hereunder and shall constitute and be part of the “Obligations” Obligations arising under this Agreement. (c) The Company may offer the increase in the Aggregate Commitment (which may be declined by any Lender in its sole and absolute discretion) on either a ratable basis to the Lenders or on a non-ratable basis to one or more Lenders and/or to other banks, financial institutions or investment funds that are reasonably acceptable to both the Administrative Agent and the Company. The failure by any existing Lender to respond to a request for such increase shall be deemed to be a refusal of such request by such existing Lender. Any increase in the Aggregate Commitment pursuant to this Section shall be allocated ratably between the Dollar Commitments and the Multicurrency Commitments unless otherwise agreed between the Company and the Administrative Agent. (iid) Any increase in the Aggregate Commitment which is accomplished by increasing the Commitment of any Lender or Lenders who are at the time of such increase party to this Agreement (which Lender or Lenders shall consent to such increase in their sole and absolute discretion) shall have the same pricing and tenor be accomplished as the other Loans and Letters of Credit hereunder; follows: (i) in this Agreement will be amended by the event that any existing Lender or any New Lender commits to such requested increaseBorrowers, (i) any New Lender will execute an accession agreement to this Agreement, in form and substance acceptable to the Administrative AgentAgent and each Lender whose Commitment is being increased (but notwithstanding Section 8.2, without any requirement that the consent of any other Lender be obtained) to reflect the revised Commitment and Commitment Percentage of each of the Lenders, (ii) the outstanding Credit Extensions will be reallocated on the effective date of such increase among the Lenders in accordance with their revised Commitment Percentages (and the Lenders agree to make all payments and adjustments necessary to effect the reallocation and the Borrowers shall indemnify each Lender for any loss or costs required pursuant to Section 3.4 in connection with such reallocation as if such reallocation were a repayment) and (iii) if requested by such Lender or Lenders, the Borrowers will deliver new Note(s) to the Lender or Lenders whose Commitment(s) is or are being increased reflecting the revised Commitment of any existing such Lender(s). (e) Any increase in the Aggregate Commitment which is accomplished by addition of a new Lender which has committed or Lenders under the Agreement shall be accomplished as follows: (i) each new Lender shall be an Eligible Assignee and shall be subject to provide any the consent of the requested increase Administrative Agent, the Swingline Lender, the LC Issuer and the Company, on behalf of itself and the Subsidiary Borrowers, which consents shall not be increased unreasonably withheld, (ii) this Agreement will be amended by such amountthe Borrowers, the Administrative Agent and each new Lender (but notwithstanding Section 8.2, without any requirement that the consent of any other Lender be obtained) to reflect the addition of each new Lender as a Lender hereunder and to reflect the revised Commitment and Commitment Percentages of each of the Lenders (including each new Lender), (iii) the outstanding Credit Extensions and Commitment Percentages will be reallocated on the effective date of such increase among the Lenders (including each new Lender) in accordance with their revised Commitment Percentages (and the Lenders (including each new Lender) agree to make all payments and adjustments necessary to effect the reallocation and the Borrowers shall be adjusted, indemnify each Lender for any loss or costs required pursuant to Section 3.4 in connection with such reallocation as if such reallocation were a repayment) and (iv) other changes shall be made at the request of any new Lender, the Borrowers will deliver a Note to such new Lender. (f) Prior to any increase to the Loan Documents as may be necessary to reflect the aggregate amount, if any, by which the Lenders have agreed to increase their respective Commitments or New Lenders have agreed to or make new Commitments in response to the Borrower’s request for an increase pursuant to Aggregate Commitment under this Section 2.5, and which other changes do not adversely affect the rights of those Lenders not participating in any such increase; (j) with respect to each increase in the Commitments2.2, the Borrower will issue to Borrowers and the Administrative Agent General Guarantors shall provide corporate resolutions (or the equivalent for non-corporate entities) authorizing and Refunding Mortgage Bonds, in form and substance similar to the General and Refunding Mortgage Bonds issued to the Administrative Agent on the Closing Date in accordance with the provisions of Section 6.1(g), in an aggregate principal amount equal to the difference between the principal amount of the Commitments (after giving effect to approving such increase and any prior increases or permanent reductions to the Commitments) and the outstanding principal amount of General and Refunding Mortgage Bonds previously issued to the Administrative Agent as collateral support for the Obligations; and (k) with respect to each increase in the Commitments, the Borrower shall provide evidence, otherwise in form and substance satisfactory to the Administrative Agent, of new or supplemental regulatory approval by the PUCN and any other applicable regulatory body, in each case authorizing the issuance of long-term debt securities in an aggregate principal amount equal to such new issuance of General and Refunding Mortgage Bonds and/or the principal amount of such increase, as applicable.

Optional Increase of the Commitments. At any time following the Closing Date, the Borrower shall have the right, in consultation with the Administrative Agent, from time to time and upon not less than thirty (30) days prior written notice to the Administrative Agent Agent, to request an increase in the Commitments; provided, that: (a) no Default or Event of Default shall have occurred and be continuing or would result from any such requested increase or Extension of Credit made on the date of such increase; (b) the Borrower shall provide the Administrative Agent with a certificate of a Responsible Officer an Officer’s Compliance Certificate dated as of the date of such increase in form and substance substantially similar to the certificate delivered under Section 8.1(b)(i) 7.2 demonstrating pro forma compliance (solely, for purposes of the numerator of the Consolidated Leverage Ratio, after giving effect to any increase or decrease in outstanding Consolidated Total Funded Indebtedness) with each of the covenant covenants contained in Article IX in respect of the most recently ended fiscal quarter for which financial statements have been delivered pursuant to Section 8.3 7.1 and after giving effect to any Extensions of Credit made on the date of such increase; (c) each increase in Commitments shall be in an aggregate principal amount of at least $10,000,000 50,000,000 or a whole multiple an integral of $5,000,000 in excess thereof, or in each case if less, the remaining principal amount of increases to Commitments that are available under this Section 2.5 2.6 (after giving effect to all prior increases pursuant to this Section 2.52.6); (d) the aggregate amount of all Commitment increases to the Commitments made pursuant to this Section 2.5 2.6 shall not exceed FIFTY MILLION DOLLARS ($50,000,000)400,000,000; (e) increases in Commitments pursuant to this Section 2.5 (i) 2.6 shall not increase or otherwise affect the L/C Commitment or the Swingline Sublimit and (ii) shall increase the Letter of Credit Sublimit, if applicable, in accordance with the terms of such definitionCommitment; (f) the Commitment of any Lender shall not be increased without the approval of such Lender as determined in the sole and absolute discretion of such Lender; (g) in connection with each proposed increase, the Borrower may but is not required to solicit commitments from (i) any Lender (provided, provided that no Lender shall have an obligation to commit to all or a portion of the proposed increase) or (ii) any third party financial institutions that are Eligible Assignees that are reasonably acceptable to both the Administrative Agent, the Issuing Banks, the Swingline Lender Agent and the Borrower (a “New Lender”)Borrower; (h) the Loans made or Letters of Credit issued in respect of any increase in Commitments pursuant to this Section 2.5: 2.6 (i) will rank pari passu in right of payment and security with the other Loans made and Letters of Credit issued hereunder and shall constitute and be part of the “Obligations” arising under this Agreement, and (ii) shall have the same pricing and tenor as the other Loans and Letters of Credit hereunder;; and (i) in the event that any existing Lender or any New Lender new lender commits to such requested increase, (i) any New Lender new lender will execute an accession agreement to this Agreement, in form and substance acceptable to the Administrative Agent, (ii) the Commitment of any existing Lender which has committed to provide any of the requested increase shall be increased by such amountincreased, (iii) the Commitment Percentages of the Lenders shall be adjusted, (and the Lenders agree to make all payments and adjustments necessary to effect such reallocation and the Borrower shall pay any and all costs required pursuant to Section 4.9 in connection with such reallocation as if such reallocation were a repayment) and (iv) other changes shall be made to the Loan Documents as may be necessary to reflect the aggregate amount, if any, by which the Lenders have agreed to increase their respective Commitments or New Lenders new lenders have agreed to or make new Commitments commitments in response to the Borrower’s request for an increase pursuant to this Section 2.52.6, and which other changes do not adversely affect the rights of those Lenders not participating in any such increase; (j) with respect to each increase in the Commitments, the Borrower will issue to the Administrative Agent General and Refunding Mortgage Bonds, in form and substance similar to the General and Refunding Mortgage Bonds issued to the Administrative Agent on the Closing Date in accordance with the provisions of Section 6.1(g), in an aggregate principal amount equal to the difference between the principal amount of the Commitments (after giving effect to such increase and any prior increases or permanent reductions to the Commitments) and the outstanding principal amount of General and Refunding Mortgage Bonds previously issued to the Administrative Agent as collateral support for the Obligations; and (k) with respect to each increase in the Commitments, the Borrower shall provide evidence, in form and substance satisfactory to the Administrative Agent, of new or supplemental regulatory approval by the PUCN and any other applicable regulatory body, in each case authorizing the issuance of long-term debt securities in an aggregate principal amount equal to such new issuance of General and Refunding Mortgage Bonds and/or the principal amount of such increase, as applicable.