Common use of Increase in Aggregate Revolving Commitments Clause in Contracts

Increase in Aggregate Revolving Commitments. The Borrower may, at any time and from time to time, upon prior written notice by the Borrower to the Administrative Agent increase the Aggregate Revolving Commitments (but not the Letter of Credit Sublimit or the Swing Line Sublimit) with additional Revolving Commitments from any existing Lender with a Revolving Commitment or new Revolving Commitments from any other Eligible Assignee selected by the Borrower and reasonably acceptable to the Administrative Agent, the L/C Issuer and the Swing Line Lender; provided that: (A) any such increase shall be in a minimum principal amount of $10,000,000 and in integral multiples of $1,000,000 in excess thereof. (B) no Default or Event of Default shall exist and be continuing at the time of any such increase. (C) no existing Lender shall be under any obligation to increase its Commitment and any such decision whether to increase its Revolving Commitment shall be in such Lender’s sole and absolute discretion. (D) (1) any new Lender shall join this Agreement by executing such joinder documents reasonably required by the Administrative Agent and/or (2) any existing Lender electing to increase its Commitment shall have executed a commitment agreement reasonably satisfactory to the Administrative Agent. (E) After giving effect to such increase, the Administrative Agent shall reallocate any outstanding Revolving Loans among the Lenders to the extent necessary to keep the outstanding Revolving Loans ratable with any revised Revolving Commitments arising from any nonratable increase in the Revolving Commitments under this Section. (F) as a condition precedent to such increase, the Borrower shall deliver to the Administrative Agent a certificate of each Loan Party dated as of the date of such increase (in sufficient copies for each Lender) signed by a Responsible Officer of such Loan Party (1) certifying and attaching the resolutions adopted by such Loan Party approving or consenting to such increase, and (2) in the case of the Borrower, certifying that, before and after giving effect to such increase, (x) the representations and warranties contained in Article VI and the other Loan Documents are true and correct in all material respects on and as of the date of such increase, except to the extent that such representations and warranties specifically refer to an earlier date, in which case they are true and correct in all material respects as of such earlier date and (y) no Default or Event of Default exists. (G) as a condition precedent to such increase, the Borrower shall deliver to the Administrative Agent a Pro Forma Compliance Certificate demonstrating that, upon giving effect to such increase, on a Pro Forma Basis, (1) the Loan Parties would be in compliance with the financial covenants set forth in Section 8.11 as of the first day of the four calendar quarter period ending as of the most recent calendar quarter end preceding the date of such increase with respect to which the Administrative Agent has received the Required Financial Information and (2) the Total Facility Outstandings do not exceed the Borrowing Base. (H) Schedule 2.01 shall be deemed revised to reflect the new Revolving Commitments and Applicable Percentages of the applicable Lenders. (I) the Borrower shall execute and provide new Notes to such Lenders as may request in connection herewith. (J) the Borrower shall pay all fees required in connection with such increase in the Aggregate Revolving Commitments and all costs and expenses (including attorneys’ costs and fees) incurred by the Administrative Agent in documenting or implementing such increase. (K) After giving effect to such increase, the Borrowing Base Leverage will not exceed fifty-five percent (55.0%).

Increase in Aggregate Revolving Commitments. The Borrower may, at any time and from time to time, upon prior written notice by the Borrower to the Administrative Agent increase the Aggregate Revolving Commitments (but not the Letter of Credit Sublimit or the Swing Line Sublimit) with additional Revolving Commitments from any existing Lender with a Revolving Commitment or new Revolving Commitments from any other Eligible Assignee selected by the Borrower and reasonably acceptable to the Administrative Agent, the L/C Issuer and the Swing Line Lender; provided that: (A) any such increase shall be in a minimum principal amount of $10,000,000 and in integral multiples of $1,000,000 in excess thereof. (B) no Default or Event of Default shall exist and be continuing at the time of any such increase. (C) no existing Lender shall be under any obligation to increase its Commitment and any such decision whether to increase its Revolving Commitment shall be in such Lender’s sole and absolute discretion. (D) (1) any new Lender shall join this Agreement by executing such joinder documents reasonably required by the Administrative Agent and/or (2) any existing Lender electing to increase its Commitment shall have executed a commitment agreement reasonably satisfactory to the Administrative Agent. (E) After giving effect to such increase, the Administrative Agent shall reallocate any outstanding Revolving Loans among the Lenders to the extent necessary to keep the outstanding Revolving Loans ratable with any revised Revolving Commitments arising from any nonratable increase in the Revolving Commitments under this Section. (F) as a condition precedent to such increase, the Borrower shall deliver to the Administrative Agent a certificate of each Loan Party dated as of the date of such increase (in sufficient copies for each Lender) signed by a Responsible Officer of such Loan Party (1) certifying and attaching the resolutions adopted by such Loan Party approving or consenting to such increase, and (2) in the case of the Borrower, certifying that, before and after giving effect to such increase, (x) the representations and warranties contained in Article VI and the other Loan Documents are true and correct in all material respects on and as of the date of such increase, except to the extent that such representations and warranties specifically refer to an earlier date, in which case they are true and correct in all material respects as of such earlier date and (y) no Default or Event of Default exists. (G) as a condition precedent to such increase, the Borrower shall deliver to the Administrative Agent a Pro Forma Compliance Certificate demonstrating that, upon giving effect to such increase, on a Pro Forma Basis, (1) the Loan Parties would be in compliance with the financial covenants set forth in Section 8.11 as of the first day of the four calendar quarter period ending as of the most recent calendar quarter end preceding the date of such increase with respect to which the Administrative Agent has received the Required Financial Information and (2) the Total Facility Outstandings do not exceed the Borrowing Base. (H) Schedule 2.01 shall be deemed revised to reflect the new Revolving Commitments and Applicable Percentages of the applicable Lenders. (I) the The Borrower shall execute and provide new Notes to such Lenders as may request in connection herewith. (J) the The Borrower shall pay all fees required in connection with such increase in the Aggregate Revolving Commitments and all costs and expenses (including attorneys’ costs and fees) incurred by the Administrative Agent in documenting or implementing such increase. (K) After giving effect to such increase, the Borrowing Base Leverage will not exceed fifty-five percent (55.0%).

Increase in Aggregate Revolving Commitments. The Borrower may, at any time and from time to time, upon prior written notice by the Borrower to the Administrative Agent increase the Aggregate Revolving Commitments (but not the Letter of Credit Sublimit or Sublimit, the Swing Line Sublimit and the Alternative Currency Sublimit) with additional Revolving Commitments from any existing Lender with a Revolving Commitment or new Revolving Commitments from any other Eligible Assignee Person selected by the Borrower and reasonably acceptable to the Administrative Agent, Agent and the L/C Issuer and the Swing Line LenderIssuer; provided that: (A) any such increase shall be in a minimum principal amount of $10,000,000 and in integral multiples of $1,000,000 in excess thereof.; (B) no Default or Event of Default shall exist and be continuing at the time of any such increase.; (C) no existing Lender shall be under any obligation to increase its Commitment and any such decision whether to increase its Revolving Commitment shall be in such Lender’s sole and absolute discretion.; (D) (1) any new Lender shall join this Agreement by executing such joinder documents reasonably required by the Administrative Agent and/or (2) any existing Lender electing to increase its Commitment shall have executed a commitment agreement reasonably satisfactory to the Administrative Agent.; and (E) After giving effect to such increase, the Administrative Agent shall reallocate any outstanding Revolving Loans among the Lenders to the extent necessary to keep the outstanding Revolving Loans ratable with any revised Revolving Commitments arising from any nonratable increase in the Revolving Commitments under this Section. (F) as a condition precedent to such increase, the Borrower shall deliver to the Administrative Agent a certificate of each Loan Party dated as of the date of such increase (in sufficient copies for each Lender) signed by a Responsible Officer of such Loan Party (1) certifying and attaching the resolutions adopted by such Loan Party approving or consenting to such increase, and (2) in the case of the Borrower, certifying that, before and after giving effect to such increase, (x) the representations and warranties contained in Article VI and the other Loan Documents are true and correct in all material respects on and as of the date of such increase, except to the extent that such representations and warranties specifically refer to an earlier date, in which case they are true and correct in all material respects as of such earlier date date, and except that for purposes of this Section 2.02(f), the representations and warranties contained in subsections (a) and (b) of Section 6.05 shall be deemed to refer to the most recent statements furnished pursuant to clauses (a) and (b), respectively, of Section 7.01, and (y) no Default or Event of Default exists. (G) as a condition precedent to such increase, the . The Borrower shall deliver to the Administrative Agent a Pro Forma Compliance Certificate demonstrating that, upon giving effect to such increase, prepay any Loans owing by it and outstanding on a Pro Forma Basis, (1) the Loan Parties would be in compliance with the financial covenants set forth in Section 8.11 as of the first day of the four calendar quarter period ending as of the most recent calendar quarter end preceding the date of any such increase (and pay any additional amounts required pursuant to Section 3.05) to the extent necessary to keep the outstanding Loans ratable with respect to which the Administrative Agent has received the Required Financial Information and (2) the Total Facility Outstandings do not exceed the Borrowing Base. (H) Schedule 2.01 shall be deemed any revised to reflect the new Revolving Commitments and Applicable Percentages of the applicable Lenders. (I) the Borrower shall execute and provide new Notes to such Lenders as may request in connection herewith. (J) the Borrower shall pay all fees required in connection with such arising from any nonratable increase in the Aggregate Revolving Commitments and all costs and expenses (including attorneys’ costs and fees) incurred by the Administrative Agent in documenting or implementing such increaseunder this Section. (K) After giving effect to such increase, the Borrowing Base Leverage will not exceed fifty-five percent (55.0%).

Increase in Aggregate Revolving Commitments. The Borrower may, at any time and from time to time, upon prior written notice by the Borrower to the Administrative Agent increase the Aggregate Revolving Commitments (but not the Letter of Credit Overnight Loan Sublimit or the Swing Line Sublimit) by a maximum aggregate amount of up to ONE HUNDRED MILLION DOLLARS ($100,000,000) with additional Revolving Commitments from any existing Lender with a Revolving Commitment or new Revolving Commitments from any other Eligible Assignee Person selected by the Borrower and reasonably acceptable to the Administrative Agent, the L/C Issuer and the Swing Line Lender; provided that: (Ai) any such increase shall be in a minimum principal amount of $10,000,000 and in integral multiples of $1,000,000 in excess thereof.; (Bii) no Default or Event of Default shall exist and be continuing at the time of any such increase.; (Ciii) no existing Lender shall be under any obligation to increase its Revolving Commitment and any such decision whether to increase its Revolving Commitment shall be in such Lender’s sole and absolute discretion.; (Div) (1A) any new Lender shall join this Agreement by executing such joinder documents reasonably required by the Administrative Agent and/or (2B) any existing Lender electing to increase its Revolving Commitment shall have executed a commitment agreement reasonably satisfactory to the Administrative Agent.; and (E) After giving effect to such increase, the Administrative Agent shall reallocate any outstanding Revolving Loans among the Lenders to the extent necessary to keep the outstanding Revolving Loans ratable with any revised Revolving Commitments arising from any nonratable increase in the Revolving Commitments under this Section. (Fv) as a condition precedent to such increase, the Borrower shall deliver to the Administrative Agent a certificate of each Loan Party the Borrower dated as of the date of such increase (in sufficient copies for each Lender) signed by a Responsible Officer of such Loan Party the Borrower (1A) certifying and attaching the resolutions adopted by such Loan Party the Borrower approving or consenting to such increase, and (2B) in the case of the Borrower, certifying that, before and after giving effect to such increase, (x) the representations and warranties contained in Article VI V and the other Loan Documents are true and correct in all material respects on and as of the date of such increase, except to the extent that such representations and warranties specifically refer to an earlier date, in which case they are true and correct in all material respects as of such earlier date date, and except that for purposes of this Section 2.02(f), the representations and warranties contained in subsections (a) and (b) of Section 5.05 shall be deemed to refer to the most recent statements furnished pursuant to clauses (a) and (b), respectively, of Section 6.01, and (y) no Default or Event of Default exists. (G) as a condition precedent to such increase, the . The Borrower shall deliver to the Administrative Agent a Pro Forma Compliance Certificate demonstrating that, upon giving effect to such increase, prepay any Loans owing by it and outstanding on a Pro Forma Basis, (1) the Loan Parties would be in compliance with the financial covenants set forth in Section 8.11 as of the first day of the four calendar quarter period ending as of the most recent calendar quarter end preceding the date of any such increase (and pay any additional amounts required pursuant to Section 3.05) to the extent necessary to keep the outstanding Loans ratable with respect to which the Administrative Agent has received the Required Financial Information and (2) the Total Facility Outstandings do not exceed the Borrowing Base. (H) Schedule 2.01 shall be deemed any revised to reflect the new Revolving Commitments and Applicable Percentages of the applicable Lenders. (I) the Borrower shall execute and provide new Notes to such Lenders as may request in connection herewith. (J) the Borrower shall pay all fees required in connection with such arising from any nonratable increase in the Aggregate Revolving Commitments and all costs and expenses (including attorneys’ costs and fees) incurred by the Administrative Agent in documenting or implementing such increaseunder this Section. (K) After giving effect to such increase, the Borrowing Base Leverage will not exceed fifty-five percent (55.0%).

Increase in Aggregate Revolving Commitments. The Borrower may, at any time and from time to time, upon prior written notice by the Borrower to the Administrative Agent increase the Aggregate Revolving Commitments (but not the Letter of Credit Sublimit, the Swing Line Sublimit or the Swing Line Alternative Currency Sublimit) with additional Revolving Commitments from any existing Lender with a Revolving Commitment or new Revolving Commitments from any other Eligible Assignee Person selected by the Borrower and reasonably acceptable to the Administrative Agent, Agent and the L/C Issuer and the Swing Line LenderIssuer; provided that: (A) any such increase shall be in a minimum principal amount of $10,000,000 25,000,000 and in integral multiples of $1,000,000 in excess thereof.; (B) no Default or Event of Default shall exist and be continuing at the time of any such increase.; (C) no existing Lender shall be under any obligation to increase its Commitment and any such decision whether to increase its Revolving Commitment shall be in such Lender’s sole and absolute discretion.; (D) (1) any new Lender shall join this Agreement by executing such joinder documents reasonably required by the Administrative Agent and/or (2) any existing Lender electing to increase its Commitment shall have executed a commitment agreement reasonably satisfactory to the Administrative Agent.; and (E) After giving effect to such increase, the Administrative Agent shall reallocate any outstanding Revolving Loans among the Lenders to the extent necessary to keep the outstanding Revolving Loans ratable with any revised Revolving Commitments arising from any nonratable increase in the Revolving Commitments under this Section. (F) as a condition precedent to such increase, the Borrower shall deliver to the Administrative Agent a certificate of each Loan Party dated as of the date of such increase (in sufficient copies for each Lender) signed by a Responsible Officer of such Loan Party (1) certifying and attaching the resolutions adopted by such Loan Party approving or consenting to such increase, and (2) in the case of the Borrower, certifying that, before and after giving effect to such increase, (x) the representations and warranties contained in Article VI and the other Loan Documents are true and correct in all material respects on and as of the date of such increase, except to the extent that such representations and warranties specifically refer to an earlier date, in which case they are true and correct in all material respects as of such earlier date date, and except that for purposes of this Section 2.02(f), the representations and warranties contained in subsections (a) and (b) of Section 6.05 shall be deemed to refer to the most recent statements furnished pursuant to clauses (a) and (b), respectively, of Section 7.01, and (y) no Default or Event of Default exists. (G) as a condition precedent to such increase, the . The Borrower shall deliver to the Administrative Agent a Pro Forma Compliance Certificate demonstrating that, upon giving effect to such increase, prepay any Loans owing by it and outstanding on a Pro Forma Basis, (1) the Loan Parties would be in compliance with the financial covenants set forth in Section 8.11 as of the first day of the four calendar quarter period ending as of the most recent calendar quarter end preceding the date of any such increase (and pay any additional amounts required pursuant to Section 3.05) to the extent necessary to keep the outstanding Loans ratable with respect to which the Administrative Agent has received the Required Financial Information and (2) the Total Facility Outstandings do not exceed the Borrowing Base. (H) Schedule 2.01 shall be deemed any revised to reflect the new Revolving Commitments and Applicable Percentages of the applicable Lenders. (I) the Borrower shall execute and provide new Notes to such Lenders as may request in connection herewith. (J) the Borrower shall pay all fees required in connection with such arising from any nonratable increase in the Aggregate Revolving Commitments and all costs and expenses (including attorneys’ costs and fees) incurred by the Administrative Agent in documenting or implementing such increaseunder this Section. (K) After giving effect to such increase, the Borrowing Base Leverage will not exceed fifty-five percent (55.0%).

Increase in Aggregate Revolving Commitments. The Borrower may, at any time and from time to time(a) Provided there exists no Default, upon prior written notice by the Borrower to the Administrative Agent (which shall promptly notify the Revolving Lenders), the Borrower may from time to time during the term of this Agreement request an increase in the Aggregate Revolving Commitments (but to an amount not the Letter of Credit Sublimit or the Swing Line Sublimit) with additional Revolving Commitments from exceeding $500,000,000 at any existing Lender with a Revolving Commitment or new Revolving Commitments from any other Eligible Assignee selected by the Borrower and reasonably acceptable to the Administrative Agent, the L/C Issuer and the Swing Line Lendertime; provided that: (A) that any such request for an increase shall be in a minimum principal amount of $10,000,000 and in integral multiples 5,000,000 or a whole multiple of $1,000,000 in excess thereof. (B) no Default or Event of Default shall exist and be continuing at . At the time of any sending such increase. notice, the Borrower (Cin consultation with the Administrative Agent) shall specify the time period within which each Revolving Lender is requested to respond (which shall in no existing event be less than ten Business Days from the date of delivery of such notice to the Revolving Lenders). Each Revolving Lender shall be under any obligation to increase its Commitment and any notify the Administrative Agent within such decision time period whether or not it agrees to increase its Revolving Commitment and, if so, whether by an amount equal to, greater than, or less than its Pro Rata Share of such requested increase. Any Revolving Lender not responding within such time period shall be in such Lender’s sole and absolute discretion. (D) (1) any new Lender shall join this Agreement by executing such joinder documents reasonably required by the Administrative Agent and/or (2) any existing Lender electing deemed to have declined to increase its Commitment Revolving Commitment. The Administrative Agent shall have executed notify the Borrower and each Revolving Lender of the Revolving Lenders’ responses to each request made hereunder. To achieve the full amount of a commitment requested increase, the Borrower may also invite additional Eligible Assignees to become Revolving Lenders pursuant to a joinder agreement reasonably in form and substance satisfactory to the Administrative AgentAgent and its counsel. (Eb) After giving effect to such increaseIf the Aggregate Revolving Commitments are increased in accordance with this Section, the Administrative Agent and the Borrower shall reallocate any outstanding Revolving Loans among determine the Lenders to effective date (the extent necessary to keep “Increase Effective Date”) and the outstanding Revolving Loans ratable with any revised Revolving Commitments arising from any nonratable increase in final allocation of such increase. The Administrative Agent shall promptly notify the Borrower and the Revolving Commitments under this Section. (F) as Lenders of the final allocation of such increase and the Increase Effective Date. As a condition precedent to such increase, the Borrower shall deliver have provided to the Administrative Agent the following, in form and substance reasonably satisfactory to the Administrative Agent: (i) copies of corporate resolutions certified by the Secretary or Assistant Secretary of the General Partner, or such other evidence as may be satisfactory to the Administrative Agent, demonstrating that Borrower’s incurrence of indebtedness hereunder in the amount of the Aggregate Revolving Commitments as increased pursuant to this Section 2.15 and with a maturity date of the Stated Maturity Date, has been duly authorized by all necessary corporate action, together with an opinion of counsel to the Borrower (which, as to certain matters as agreed by the Administrative Agent, may be internal counsel) to such effect, (ii) a certificate of each Loan Party dated as of the date of such increase Increase Effective Date (in sufficient copies for each Lender) signed by a Responsible Officer of such Loan Party (1) certifying and attaching the resolutions adopted by such Loan Party approving or consenting to such increaseGeneral Partner, and (2) in the case on behalf of the Borrower, certifying that, before and after giving effect to such increase, (xA) the representations and warranties contained in Article VI V (including without limitation the representation and warranties set forth in Sections 5.04(d), 5.05 and 5.06) and the other Loan Documents are true and correct in all material respects (or, if qualified by materiality or Material Adverse Effect, in all respects) on and as of the date Increase Effective Date, (or, if such representation speaks as of such increase, except to the extent that such representations and warranties specifically refer to an earlier date, in which case they are true and correct in all material respects as of such earlier date and date), (yB) no Default or Event of Default exists. exists and (GC) as a condition precedent to such increase, the Borrower shall deliver to the Administrative Agent a Pro Forma Compliance Certificate demonstrating that, upon giving effect to such increaseis in compliance, on a Pro Forma Basispro forma basis, (1) the Loan Parties would be in compliance with the financial covenants set forth in Section 8.11 7.02 hereof, and (iii) an opinion of counsel to the Borrower (which, as of to certain matters as agreed by the first day of the four calendar quarter period ending as of the most recent calendar quarter end preceding the date of such increase with respect Administrative Agent, may be internal counsel) in form and substance reasonably satisfactory to which the Administrative Agent has received the Required Financial Information stating that all Authorizations of federal regulators and of state regulators in Pennsylvania and West Virginia (2) the Total Facility Outstandings do not exceed the Borrowing Base. (H) Schedule 2.01 shall be deemed revised to reflect the new Revolving Commitments and Applicable Percentages of the applicable Lenders. (I) in any other state, if any, where the Borrower shall execute and provide new Notes or any of its Subsidiaries is subject to such Lenders as may request the PUC regulation) required in connection herewith. (J) order to permit the Borrower shall pay all fees required to incur indebtedness hereunder in connection with such increase in the amount of the Aggregate Revolving Commitments as increased pursuant to this Section 2.15 and all costs with a maturity date of the Stated Maturity Date then in effect have been obtained and expenses (including attorneys’ costs and fees) incurred by the Administrative Agent in documenting listing any such Authorizations obtained, or implementing stating that no such increaseAuthorizations are required. (Kc) After giving effect The Borrower shall prepay any Committed Loans outstanding on the Increase Effective Date (and pay any additional amounts required pursuant to such increase, Section 3.05) to the Borrowing Base Leverage will not exceed fifty-five percent extent necessary to keep the outstanding Committed Loans ratable with any revised Pro Rata Shares arising from any nonratable increase in the Revolving Commitments under this Section. (55.0%)d) This Section shall supersede any provisions in Sections 2.12 or 10.01 to the contrary.

Increase in Aggregate Revolving Commitments. The Borrower may, at any time and from time to time, upon prior written notice by the Borrower to the Administrative Agent increase the Aggregate Revolving Commitments (but not the Letter of Credit Sublimit or the Swing Line Sublimit) with additional Revolving Commitments from any existing Lender with a Revolving Commitment or new Revolving Commitments from any other Eligible Assignee Person selected by the Borrower and reasonably acceptable to the Administrative Agent, Agent and the L/C Issuer and the Swing Line LenderIssuer; provided that: (A) any such increase shall be in a minimum principal amount of $10,000,000 and in integral multiples of $1,000,000 in excess thereof.; (B) no Default or Event of Default shall exist and be continuing at the time of any such increase.; (C) no existing Lender shall be under any obligation to increase its Commitment and any such decision whether to increase its Revolving Commitment shall be in such Lender’s sole and absolute discretion.; (D) (1) any new Lender shall join this Agreement by executing such joinder documents reasonably required by the Administrative Agent and/or (2) any existing Lender electing to increase its Commitment shall have executed a commitment agreement reasonably satisfactory to the Administrative Agent.; and (E) After giving effect to such increase, the Administrative Agent shall reallocate any outstanding Revolving Loans among the Lenders to the extent necessary to keep the outstanding Revolving Loans ratable with any revised Revolving Commitments arising from any nonratable increase in the Revolving Commitments under this Section. (F) as a condition precedent to such increase, the Borrower shall deliver to the Administrative Agent a certificate of each Loan Party dated as of the date of such increase (in sufficient copies for each Lender) signed by a Responsible Officer of such Loan Party (1) certifying and attaching the resolutions adopted by such Loan Party approving or consenting to such increase, and (2) in the case of the Borrower, certifying that, before and after giving effect to such increase, (x) the representations and warranties contained in Article VI and the other Loan Documents are true and correct in all material respects on and as of the date of such increase, except to the extent that such representations and warranties specifically refer to an earlier date, in which case they are true and correct in all material respects as of such earlier date date, and except that for purposes of this Section 2.02(f), the representations and warranties contained in subsections (a) and (b) of Section 6.05 shall be deemed to refer to the most recent statements furnished pursuant to clauses (a) and (b), respectively, of Section 7.01, and (y) no Default or Event of Default exists. (G) as a condition precedent to such increase, the . The Borrower shall deliver to the Administrative Agent a Pro Forma Compliance Certificate demonstrating that, upon giving effect to such increase, prepay any Loans owing by it and outstanding on a Pro Forma Basis, (1) the Loan Parties would be in compliance with the financial covenants set forth in Section 8.11 as of the first day of the four calendar quarter period ending as of the most recent calendar quarter end preceding the date of any such increase (and pay any additional amounts required pursuant to Section 3.05) to the extent necessary to keep the outstanding Loans ratable with respect to which the Administrative Agent has received the Required Financial Information and (2) the Total Facility Outstandings do not exceed the Borrowing Base. (H) Schedule 2.01 shall be deemed any revised to reflect the new Revolving Commitments and Applicable Percentages of the applicable Lenders. (I) the Borrower shall execute and provide new Notes to such Lenders as may request in connection herewith. (J) the Borrower shall pay all fees required in connection with such arising from any nonratable increase in the Aggregate Revolving Commitments and all costs and expenses (including attorneys’ costs and fees) incurred by the Administrative Agent in documenting or implementing such increaseunder this Section. (K) After giving effect to such increase, the Borrowing Base Leverage will not exceed fifty-five percent (55.0%).

Increase in Aggregate Revolving Commitments. The Borrower Borrowers may, at any time and from time to time, upon prior written notice by the Borrower Borrowers to the Administrative Agent, increase the Aggregate Revolving Commitments (but not the Letter of Credit Sublimit or the Swingline Sublimit) subject to the following: (a) the aggregate principal amount of any increases in the Revolving Commitments pursuant to this Section 2.1.3 shall not exceed Five Hundred Million Dollars ($500,000,000); (b) the Borrowers may, at any time and from time to time, upon prior written notice by the Borrowers to the Administrative Agent increase the Aggregate Revolving Commitments (but not the Letter of Credit Sublimit or the Swing Line Swingline Sublimit) with additional Revolving Commitments from any existing Lender with a Revolving Commitment or new Revolving Commitments from any other Eligible Assignee Person selected by the Borrower Borrowers and reasonably acceptable to the Administrative Agent, the L/C Issuer Swingline Lender and the Swing Line LenderIssuing Bank; provided that: (Ai) any such increase shall be in a minimum principal amount of $10,000,000 and in integral multiples of $1,000,000 in excess thereof.; (Bii) no Unmatured Default or Event of Default shall exist before and immediately after giving effect to such increase; (iii) the Borrowers shall be continuing at in compliance, on a pro forma basis after giving effect to the time incurrence of any such increase.increase in the Aggregate Revolving Commitments, with the financial covenants set forth in Article V, recomputed as of the last day of the most recently ended fiscal quarter for which financial statements have been delivered pursuant to Section 5.1; (Civ) no existing Lender shall be under any obligation to increase its Revolving Commitment and any such decision whether to increase its Revolving Commitment shall be in such LenderXxxxxx’s sole and absolute discretion.; (D) (1) any new Lender providing a Revolving Commitment in connection with any increase in Aggregate Revolving Commitments shall join this Agreement by executing such joinder documents reasonably required by the Administrative Agent and/or (2) any existing Lender electing to increase its Revolving Commitment shall have executed a commitment agreement reasonably satisfactory to the Administrative Agent.; (Evi) After giving effect to any such increase, the Administrative Agent shall reallocate any outstanding Revolving Loans among the Lenders to the extent necessary to keep the outstanding Revolving Loans ratable with any revised Revolving Commitments arising from any nonratable increase in the Revolving Commitments under this Section. (F) as a condition precedent shall be subject to such increase, the Borrower shall deliver to receipt by the Administrative Agent of a certificate of each Loan Party the Borrowers dated as of the date of such increase (in sufficient copies for each Lender) signed by a Responsible an Authorized Officer of such Loan Party the Borrowers (1x) certifying and attaching the resolutions adopted by such Loan Party the Borrowers approving or consenting to such increase, and (2y) in the case of the Borrower, certifying that, before and after giving effect to such increase, (xi) the representations and warranties contained in Article VI IV and the other Loan Credit Documents are true and correct in all material respects on and as of the date of such increase, except to the extent that such representations and warranties specifically refer to an earlier date, in which case they are true and correct in all material respects as of such earlier date date, and (y) no Default or Event except that for purposes of Default exists. (G) as a condition precedent to such increasethis Section 2.1.3, the Borrower representations and warranties contained in Sections 4.4 and 4.5 shall deliver be deemed to the Administrative Agent a Pro Forma Compliance Certificate demonstrating that, upon giving effect refer to such increase, on a Pro Forma Basis, (1) the Loan Parties would be in compliance with the financial covenants set forth in Section 8.11 as of the first day of the four calendar quarter period ending as of the most recent calendar quarter end preceding statements furnished pursuant to Section 5.1, and (ii) no Unmatured Default or Default exists; (vii) the additional Revolving Commitments shall have terms identical to those for the existing Revolving Commitments at such time, except for fees payable to the Lenders providing such additional Revolving Commitments (including any applicable upfront and arrangement fees); provided, that, to the extent that the joinder or commitment agreements described in subparagraph (v) above provide for an applicable margin of, and/or facility fee for, additional Revolving Commitments greater than the Applicable Margin and/or Facility Fee with respect to the existing Revolving Commitments at such time, the Applicable Margin and/or the Facility Fee (as applicable) for the existing Revolving Commitments shall be increased automatically (without the consent of Required Lenders) such that the Applicable Margin and/or the Facility Fee (as applicable) for such existing Revolving Commitments is not less than the applicable margin and/or the facility fee (as applicable) for such additional Revolving Commitments; (viii) Neither any Joint Lead Arranger nor any Lender shall have any responsibility for arranging any such additional Revolving Commitments without their prior written consent and subject to such conditions, including fee arrangements, as they may provide in connection therewith; and (ix) the Borrowers shall have paid any applicable upfront and arrangement fees. The Borrowers shall prepay any Revolving Loans owing under this Agreement on the date of such increase with respect to which the Administrative Agent has received the Required Financial Information and (2) the Total Facility Outstandings do not exceed the Borrowing Base. (H) Schedule 2.01 shall be deemed revised to reflect the new Revolving Commitments and Applicable Percentages of the applicable Lenders. (I) the Borrower shall execute and provide new Notes to such Lenders as may request in connection herewith. (J) the Borrower shall pay all fees required in connection with any such increase in the Aggregate Revolving Commitments and all costs and expenses (including attorneys’ costs and fees) incurred by to the Administrative Agent extent necessary to keep the outstanding Revolving Loans ratable with any revised Revolving Commitments arising from any nonratable increase in documenting or implementing such increasethe Revolving Commitments under this Section. (K) After giving effect to such increase, the Borrowing Base Leverage will not exceed fifty-five percent (55.0%).

Increase in Aggregate Revolving Commitments. The Borrower may, at any time and from time to time, upon prior written notice by the Borrower to the Administrative Agent increase the Aggregate Revolving Commitments (but not the Letter of Credit Sublimit or the Swing Line Sublimit) with additional Revolving Commitments from any existing Lender with a Revolving Commitment or new Revolving Commitments from any other Eligible Assignee Person selected by the Borrower and reasonably acceptable to approved by the Administrative Agent, the L/C Issuer and the Swing Line Lender; provided that: (A) any such increase shall be in a minimum principal amount of $10,000,000 5,000,000 and in integral multiples of $1,000,000 in excess thereof.thereof and the Borrower may make a maximum of three requests; (B) no Default or Event of Default shall exist and be continuing at the time of any such increase.; (C) no existing Lender shall be under any obligation to increase its Commitment and any such decision whether to increase its Revolving Commitment shall be in such Lender’s sole and absolute discretion.; (D) (1) any new Lender shall join this Agreement by executing such joinder documents reasonably required by the Administrative Agent and/or (2) any existing Lender electing to increase its Commitment shall have executed a commitment agreement reasonably satisfactory to the Administrative Agent.; and (E) After giving effect to such increase, the Administrative Agent shall reallocate any outstanding Revolving Loans among the Lenders to the extent necessary to keep the outstanding Revolving Loans ratable with any revised Revolving Commitments arising from any nonratable increase in the Revolving Commitments under this Section. (F) as a condition precedent to such increase, the Borrower shall deliver to the Administrative Agent a certificate of each Loan Party dated as of the date of such increase (in sufficient copies for each Lender) signed by a Responsible Officer of such each Loan Party (1) certifying and attaching the resolutions adopted by such Loan Party approving or consenting to such increaseincrease or the resultant increased amount, and (2) in the case of the Borrower, certifying that, before and after giving effect to such increase, (x) the representations and warranties contained in Article VI and the other Loan Documents are true and correct in all material respects on and as of the date of such increase, except to the extent that such representations and warranties specifically refer to an earlier date, in which case they are true and correct in all material respects as of such earlier date date, and except that for purposes of this Section 2.02(f)(i), the representations and warranties contained in subsections (a) and (yb) no Default or Event of Default exists. (G) as a condition precedent Section 6.05 shall be deemed to such increase, the Borrower shall deliver refer to the Administrative Agent a Pro Forma Compliance Certificate demonstrating that, upon giving effect to such increase, on a Pro Forma Basis, (1) the Loan Parties would be in compliance with the financial covenants set forth in Section 8.11 as of the first day of the four calendar quarter period ending as of the most recent calendar quarter end preceding the date of such increase with respect statements furnished pursuant to which the Administrative Agent has received the Required Financial Information clauses (a) and (2) the Total Facility Outstandings do not exceed the Borrowing Baseb), respectively, of Section 7.01. (H) Schedule 2.01 shall be deemed revised to reflect the new Revolving Commitments and Applicable Percentages of the applicable Lenders. (I) the Borrower shall execute and provide new Notes to such Lenders as may request in connection herewith. (J) the Borrower shall pay all fees required in connection with such increase in the Aggregate Revolving Commitments and all costs and expenses (including attorneys’ costs and fees) incurred by the Administrative Agent in documenting or implementing such increase. (K) After giving effect to such increase, the Borrowing Base Leverage will not exceed fifty-five percent (55.0%).

Increase in Aggregate Revolving Commitments. The Borrower may, at any time and from time to time, upon prior written notice by the Borrower to the Administrative Agent increase the Aggregate Revolving Commitments (but not the Letter of Credit Sublimit or Sublimit, the Swing Line Sublimit and the Alternative Currency Sublimit) with additional Revolving Commitments from any existing Lender with a Revolving Commitment or new Revolving Commitments from any other Eligible Assignee Person selected by the Borrower and reasonably acceptable to the Administrative Agent, Agent and the L/C Issuer and the Swing Line LenderIssuer; provided that: (A) any such increase shall be in a minimum principal amount of $10,000,000 25,000,000 and in integral multiples of $1,000,000 in excess thereof.; (B) no Default or Event of Default shall exist and be continuing at the time of any such increase.; (C) no existing Lender shall be under any obligation to increase its Commitment and any such decision whether to increase its Revolving Commitment shall be in such Lender’s sole and absolute discretion.; (D) (1) any new Lender shall join this Agreement by executing such joinder documents reasonably required by the Administrative Agent and/or (2) any existing Lender electing to increase its Commitment shall have executed a commitment agreement reasonably satisfactory to the Administrative Agent.; and (E) After giving effect to such increase, the Administrative Agent shall reallocate any outstanding Revolving Loans among the Lenders to the extent necessary to keep the outstanding Revolving Loans ratable with any revised Revolving Commitments arising from any nonratable increase in the Revolving Commitments under this Section. (F) as a condition precedent to such increase, the Borrower shall deliver to the Administrative Agent a certificate of each Loan Party dated as of the date of such increase (in sufficient copies for each Lender) signed by a Responsible Officer of such Loan Party (1) certifying and attaching the resolutions adopted by such Loan Party approving or consenting to such increase, and (2) in the case of the Borrower, certifying that, before and after giving effect to such increase, (x) the representations and warranties contained in Article VI and the other Loan Documents are true and correct in all material respects on and as of the date of such increase, except to the extent that such representations and warranties specifically refer to an earlier date, in which case they are true and correct in all material respects as of such earlier date date, and except that for purposes of this Section 2.02(f), the representations and warranties contained in subsections (a) and (b) of Section 6.05 shall be deemed to refer to the most recent statements furnished pursuant to clauses (a) and (b), respectively, of Section 7.01, and (y) no Default or Event of Default exists. (G) as a condition precedent to such increase, the . The Borrower shall deliver to the Administrative Agent a Pro Forma Compliance Certificate demonstrating that, upon giving effect to such increase, prepay any Loans owing by it and outstanding on a Pro Forma Basis, (1) the Loan Parties would be in compliance with the financial covenants set forth in Section 8.11 as of the first day of the four calendar quarter period ending as of the most recent calendar quarter end preceding the date of any such increase (and pay any additional amounts required pursuant to Section 3.05) to the extent necessary to keep the outstanding Loans ratable with respect to which the Administrative Agent has received the Required Financial Information and (2) the Total Facility Outstandings do not exceed the Borrowing Base. (H) Schedule 2.01 shall be deemed any revised to reflect the new Revolving Commitments and Applicable Percentages of the applicable Lenders. (I) the Borrower shall execute and provide new Notes to such Lenders as may request in connection herewith. (J) the Borrower shall pay all fees required in connection with such arising from any nonratable increase in the Aggregate Revolving Commitments and all costs and expenses (including attorneys’ costs and fees) incurred by the Administrative Agent in documenting or implementing such increaseunder this Section. (K) After giving effect to such increase, the Borrowing Base Leverage will not exceed fifty-five percent (55.0%).

Increase in Aggregate Revolving Commitments. The Borrower Company may, at any time and from time to time, upon prior written notice by the Borrower Company to the Administrative Agent Agent, increase the Aggregate Revolving Commitments (but not the Letter of Credit Sublimit, the Swing Line Sublimit or the Swing Line Alternative Currency Sublimit) with additional Revolving Commitments from any existing Lender with a Revolving Commitment or new Revolving Commitments from any other Eligible Assignee Person selected by the Borrower Company and acceptable to the Administrative Agent and each L/C Issuer; provided that: (i) the Company (in consultation and coordination with the Administrative Agent) shall obtain commitments therefor from existing Lenders or other Persons reasonably acceptable to the Administrative Agent, the Swing Line Lender and each L/C Issuer and Issuer, which Lenders shall join in this Agreement as Lenders by executing a joinder agreement or other agreement acceptable to the Swing Line Lender; provided that:Administrative Agent; (Aii) any such increase shall be in a minimum principal amount of $10,000,000 and in integral multiples of $1,000,000 in excess thereof.; (B) no Default or Event of Default shall exist and be continuing at the time of any such increase. (Ciii) no existing Lender shall be under any obligation to increase its Commitment and any such decision whether to increase its Revolving Commitment shall be in such Lender’s sole and absolute discretion.; (Div) (1A) any new Lender shall join this Agreement by executing such joinder documents reasonably required by the Administrative Agent and/or (2B) any existing Lender electing to increase its Commitment shall have executed a commitment agreement reasonably satisfactory to the Administrative Agent.; (E) After giving effect to such increase, the Administrative Agent shall reallocate any outstanding Revolving Loans among the Lenders to the extent necessary to keep the outstanding Revolving Loans ratable with any revised Revolving Commitments arising from any nonratable increase in the Revolving Commitments under this Section. (Fv) as a condition precedent to such increase, the Borrower Company shall deliver to the Administrative Agent (A) a certificate of each Loan Party dated as of the date of such increase (in sufficient copies for each Lender) signed by a Responsible Officer of such Loan Party (1) certifying and attaching the resolutions adopted by such Loan Party approving or consenting to such increase, and (2) in the case of the BorrowerCompany, certifying that, before and after giving effect to such increase, (x) the representations and warranties contained in Article VI and the other Loan Documents are true and correct in all material respects on and as of the date of such increase, except to the extent that such representations and warranties specifically refer to an earlier date, in which case they are true and correct in all material respects as of such earlier date and date, (y) no Default or Event of Default exists. shall exist and (G) as a condition precedent to such increase, the Borrower shall deliver to the Administrative Agent a Pro Forma Compliance Certificate demonstrating that, upon giving effect to such increase, on a Pro Forma Basis, (1z) the Loan Parties would shall be in compliance with the financial covenants set forth in Section 8.11 as (assuming that the as-increased Aggregate Revolving Commitments are fully-drawn) on a Pro Forma Basis, and (B) all documents (including opinions of counsel to the first day of the four calendar quarter period ending as of the most recent calendar quarter end preceding the date of such increase with respect to which Loan Parties) that the Administrative Agent has received the Required Financial Information and (2) the Total Facility Outstandings do not exceed the Borrowing Base.may reasonably request in its discretion; (Hvi) Schedule 2.01 shall be deemed revised to reflect the new Revolving Commitments and Applicable Percentages of the applicable Lenders. (I) the Borrower shall execute and provide new Notes to such Lenders as may request in connection herewith. (J) the Borrower shall pay all fees required in connection with such include any increase in the Aggregate Revolving Commitments pursuant to this Section 2.18(a) and all costs and expenses to include thereon any Person that becomes a Lender pursuant to this Section 2.18(a); (including attorneys’ costs and feesvii) incurred by if any Revolving Loans are outstanding at the Administrative Agent time of the increase in documenting the Aggregate Revolving Commitments, the Company shall, if applicable, prepay one or implementing more existing Revolving Loans (such prepayment to be subject to Section 3.05) in an amount necessary such that after giving effect to the increase in the Aggregate Revolving Commitments, each Lender will hold its pro rata share (based on its Applicable Percentage of the increased Aggregate Revolving Commitments) of outstanding Revolving Loans; and (viii) any increase in the Aggregate Revolving Commitments under this Section 2.18 shall have terms identical to those for the Revolving Loans under this Agreement, except for fees payable to the Lenders providing commitments for such increase. (K) After giving effect to such increase, the Borrowing Base Leverage will not exceed fifty-five percent (55.0%).

Increase in Aggregate Revolving Commitments. The Borrower may, Company may at any time after the NinthThirteenth Amendment Effective Date and from time to time, upon prior written notice by the Borrower to the Administrative Agent increase the Aggregate Revolving Commitments (but not the Letter of Credit Sublimit or the Swing Line Sublimit) with additional Revolving Commitments from any existing Lender with a Revolving Commitment or new Revolving Commitments from any other Eligible Assignee selected by the Borrower and reasonably acceptable Company to the Administrative Agent, the L/C Issuer and the Swing Line Lenderinstitute one or more Incremental Revolving Credit Increases; provided provided, that: (A) any such increase shall be in a minimum principal amount of $10,000,000 10 million (or, if less, the remaining amount of the Incremental Cap) and in integral multiples of $1,000,000 5 million (or, if less, the remaining amount of the Incremental Cap) in excess thereof.; (B) no Default or Event of Default shall exist and be continuing at the time of any such increase.; (C) no existing Lender shall be under any obligation to increase its Revolving Commitment and any such decision whether to increase its Revolving Commitment shall be in such Lender’s sole and absolute discretion.; (D) (1) any new Lender shall join this Agreement by executing such joinder documents reasonably required by the Administrative Agent and/or (2) any existing Lender electing to increase its Revolving Commitment shall have executed a commitment agreement reasonably satisfactory to the Administrative Agent.; and (E) After giving effect to such increase, the Administrative Agent shall reallocate any outstanding Revolving Loans among the Lenders to the extent necessary to keep the outstanding Revolving Loans ratable with any revised Revolving Commitments arising from any nonratable increase in the Revolving Commitments under this Section. (F) as a condition precedent to such increase, the Borrower Company shall deliver to the Administrative Agent a certificate of each Loan Party dated as of the date of such increase (in sufficient copies for each Lender) signed by a Responsible Officer of such Loan Party (1) certifying and attaching the resolutions adopted by such Loan Party approving or consenting to such increase, and (2) in the case of the BorrowerCompany, certifying that, before immediately prior to and immediately after giving effect to such increase, (x) the representations and warranties of the Company and each other Loan Party contained in Article VI and the other Loan Documents are true and correct in all material respects (and in all respects if any such representation or warranty is already qualified by materiality or reference to Material Adverse Effect) on and as of the date of such increase, except to the extent that such representations and warranties specifically refer to an earlier date, in which case they are true and correct in all material respects (and in all respects if any such representation or warranty is already qualified by materiality or reference to Material Adverse Effect) as of such earlier date date, and except that for purposes of this Section 2.02(f)(i), the representations and warranties contained in subsections (a) and (b) of Section 6.05 shall be deemed to refer to the most recent statements furnished pursuant to clauses (a) and (b), respectively, of Section 7.01, and (y) no Default or Event of Default exists. (G) as a condition precedent to such increase, the Borrower . The applicable Borrowers shall deliver to the Administrative Agent a Pro Forma Compliance Certificate demonstrating that, upon giving effect to such increase, prepay any Revolving Loans owing by them and outstanding on a Pro Forma Basis, (1) the Loan Parties would be in compliance with the financial covenants set forth in Section 8.11 as of the first day of the four calendar quarter period ending as of the most recent calendar quarter end preceding the date of any such increase (and pay any additional amounts required pursuant to Section 3.05) to the extent necessary to keep the outstanding Revolving Loans ratable with respect to which the Administrative Agent has received the Required Financial Information and (2) the Total Facility Outstandings do not exceed the Borrowing Base. (H) Schedule 2.01 shall be deemed any revised to reflect the new Revolving Commitments and Applicable Percentages of the applicable Lenders. (I) the Borrower shall execute and provide new Notes to such Lenders as may request in connection herewith. (J) the Borrower shall pay all fees required in connection with such arising from any nonratable increase in the Aggregate Revolving Commitments and all costs and expenses (including attorneys’ costs and fees) incurred by the Administrative Agent in documenting or implementing such increase. (K) After giving effect to such increase, the Borrowing Base Leverage will not exceed fifty-five percent (55.0%under this Section 2.02(f)(i).

Increase in Aggregate Revolving Commitments. The Borrower may, at any time and from time to time, upon prior written notice by the Borrower to the Administrative Agent Agent, request that the Lenders increase the Aggregate Revolving Commitments (but not the Letter of Credit Sublimit or the Swing Line Sublimit) by a maximum aggregate amount of up to FIFTY MILLION DOLLARS ($50,000,000) with additional Revolving Commitments from any existing Lender with a Revolving Commitment or new Revolving Commitments from any other Eligible Assignee Person selected by the Borrower and reasonably acceptable to the Administrative Agent, Agent and the L/C Issuer and the Swing Line LenderIssuer; provided that: (Ai) any such increase increases to the Aggregate Revolving Commitments shall be in a minimum principal amount of $10,000,000 and in integral multiples of $1,000,000 in excess thereof.; (Bii) no Default or Event of Default shall exist and be continuing at the time of any such increase.; (Ciii) no existing Lender shall be under any obligation to increase its Revolving Commitment and any such decision whether to increase its Revolving Commitment shall be in such Lender’s sole and absolute discretion.; (Div) the Borrower shall first offer the existing Lenders the opportunity to increase their Revolving Commitments on a pro rata basis before any new Lender may be offered any of the increase; (1A) any new Lender shall join this Agreement by executing such joinder documents reasonably required by the Administrative Agent and/or (2B) any existing Lender electing to increase its Revolving Commitment shall have executed a commitment agreement reasonably satisfactory to the Administrative Agent.; and (E) After giving effect to such increase, the Administrative Agent shall reallocate any outstanding Revolving Loans among the Lenders to the extent necessary to keep the outstanding Revolving Loans ratable with any revised Revolving Commitments arising from any nonratable increase in the Revolving Commitments under this Section. (Fvi) as a condition precedent to such increase, the Borrower shall deliver to the Administrative Agent a certificate of each Loan Party dated as of the date of such increase (in sufficient copies for each Lender) signed by a Responsible Officer of such Loan Party (1A) certifying and attaching the resolutions adopted by such Loan Party approving or consenting to such increase, and (2B) in the case of the Borrower, certifying that, before and after giving effect to such increase, (x) the representations and warranties contained in Article VI and the other Loan Documents are true and correct in all material respects on and as of the date of such increase, except to the extent that such representations and warranties specifically refer to an earlier date, in which case they are true and correct in all material respects as of such earlier date date, and except that for purposes of this Section 2.02(f), the representations and warranties contained in subsections (a) and (b) of Section 6.05 shall be deemed to refer to the most recent statements furnished pursuant to clauses (a) and (b), respectively, of Section 7.01, and (y) no Default or Event of Default exists. (G) as a condition precedent to such increase, the . The Borrower shall deliver to the Administrative Agent a Pro Forma Compliance Certificate demonstrating that, upon giving effect to such increase, prepay any Loans owing by it and outstanding on a Pro Forma Basis, (1) the Loan Parties would be in compliance with the financial covenants set forth in Section 8.11 as of the first day of the four calendar quarter period ending as of the most recent calendar quarter end preceding the date of any such increase (and pay any additional amounts required pursuant to Section 3.05) to the extent necessary to keep the outstanding Loans ratable with respect to which the Administrative Agent has received the Required Financial Information and (2) the Total Facility Outstandings do not exceed the Borrowing Base. (H) Schedule 2.01 shall be deemed any revised to reflect the new Revolving Commitments and Applicable Percentages of the applicable Lenders. (I) the Borrower shall execute and provide new Notes to such Lenders as may request in connection herewith. (J) the Borrower shall pay all fees required in connection with such arising from any nonratable increase in the Aggregate Revolving Commitments and all costs and expenses (including attorneys’ costs and fees) incurred by the Administrative Agent in documenting or implementing such increaseunder this Section. (K) After giving effect to such increase, the Borrowing Base Leverage will not exceed fifty-five percent (55.0%).

Increase in Aggregate Revolving Commitments. The (a) Provided there exists no Default, upon notice to the Administrative Agent (which shall promptly notify the Lenders), the Borrower may, at any time and may from time to time, upon prior written notice by request an increase in the Borrower to Aggregate Revolving Commitments; provided, however, that (i) the Administrative Agent increase maximum amount of the Aggregate Revolving Commitments (but not the Letter of Credit Sublimit or the Swing Line Sublimit) with additional Revolving Commitments from any existing Lender with a Revolving Commitment or new Revolving Commitments from any other Eligible Assignee selected by the Borrower and reasonably acceptable after giving effect to the Administrative Agent, the L/C Issuer and the Swing Line Lender; provided that: (A) any such increase shall not exceed $500,000,000 and (ii) the Borrower may make a maximum of three such requests. The aggregate amount of any individual increase hereunder shall be in a minimum principal amount of $10,000,000 (and in integral multiples of $1,000,000 5,000,000 in excess thereof. (B) no Default or Event ). To achieve the full amount of Default shall exist a requested increase, the Borrower may solicit increased commitments from existing Lenders and be continuing at the time of any such increase. (C) also invite additional Eligible Assignees to become Lenders; provided, however, that no existing Lender shall be under any obligation obligated and/or required to accept an increase in its Revolving Commitment and any pursuant to this Section 2.14 unless it specifically consents to such decision whether increase in writing. Any Lender or Eligible Assignee agreeing to increase its Revolving Commitment shall be or provide a new Revolving Commitment pursuant to this Section 2.14 shall, in such Lender’s sole and absolute discretion. (D) (1) any new Lender shall join this Agreement by executing such joinder documents reasonably required by connection therewith, deliver to the Administrative Agent and/or (2) any existing Lender electing to increase its Commitment shall have executed a new commitment agreement reasonably in form and substance satisfactory to the Administrative AgentAgent and its counsel. (Eb) After giving effect to such increaseIf the Aggregate Revolving Commitments are increased in accordance with this Section, the Administrative Agent and the Borrower shall reallocate any outstanding Revolving Loans among determine the effective date (the “Increase Effective Date”) and the final allocation of such increase. The Administrative Agent shall promptly notify the Borrower and the Lenders of the final allocation of such increase and the Increase Effective Date and Schedule 2.01 hereto shall be deemed amended to the extent necessary to keep the outstanding Revolving Loans ratable with any revised Revolving Commitments arising from any nonratable reflect such increase in the Revolving Commitments under this Section. (F) as and final allocation. As a condition precedent to such increase, in addition to any deliveries pursuant to subsection (a) above, the Borrower shall deliver to the Administrative Agent each of the following in form and substance satisfactory to the Administrative Agent: (1) a certificate of each Loan Party the Borrower dated as of the date of such increase Increase Effective Date (in sufficient copies for each Lender) signed by a Responsible Officer of such Loan Party the Borrower (1i) certifying and attaching the resolutions adopted by such Loan Party the Borrower approving or consenting to such increase, and (2ii) in the case of the Borrower, certifying that, before and after giving effect to such increase, (xA) the representations and warranties contained in Article VI V and the other Loan Documents are true and correct in all material respects on and as of the date of such increaseIncrease Effective Date, except to the extent that such representations and warranties specifically refer to an earlier date, in which case they are true and correct in all material respects as of such earlier date date, and except that for purposes of this Section 2.14, the representations and warranties contained in (x) subsections (a), (b) and (c) of Section 5.05 shall be deemed to refer to the most recent statements furnished pursuant to subsections (a) and (b), respectively, of Section 6.01 and (y) subsection (c) of Section 5.05 shall be deemed to refer to “through the Increase Effective Date” rather than “through the Closing Date”, and (B) no Default or Event exists; (2) a statement of Default exists. (G) as a condition precedent to such increase, reaffirmation from the Borrower shall deliver pursuant to which the Administrative Agent a Pro Forma Compliance Certificate demonstrating Borrower ratifies this Agreement and the other Loan Documents and acknowledges and reaffirms that, upon after giving effect to such increase, on it is bound by all terms of this Agreement and the other Loan Documents; and (3) if the increase is being provided by a Pro Forma Basisnew Lender, (1) the Loan Parties would be a Note in compliance with the financial covenants set forth in Section 8.11 as of the first day of the four calendar quarter period ending as of the most recent calendar quarter end preceding the date favor of such increase Lender if so requested by such Lender. The Borrower shall prepay any Loans outstanding on the Increase Effective Date (and pay any additional amounts required pursuant to Section 3.05) to the extent necessary to keep the outstanding Loans ratable with respect to which the Administrative Agent has received the Required Financial Information and (2) the Total Facility Outstandings do not exceed the Borrowing Base. (H) Schedule 2.01 shall be deemed any revised to reflect the new Revolving Commitments and Applicable Percentages of the applicable Lenders. (I) the Borrower shall execute and provide new Notes to such Lenders as may request in connection herewith. (J) the Borrower shall pay all fees required in connection with such arising from any nonratable increase in the Aggregate Revolving Commitments and all costs and expenses (including attorneys’ costs and fees) incurred by the Administrative Agent in documenting or implementing such increase.under this Section. CHAR1\1376580v5 (Kc) After giving effect This Section shall supersede any provisions in Sections 2.12 or 10.01 to such increase, the Borrowing Base Leverage will not exceed fifty-five percent (55.0%)contrary.

Increase in Aggregate Revolving Commitments. The Borrower may, at any time and from time to time, upon prior written notice by the Borrower to the Administrative Agent increase the Aggregate Revolving Commitments (but not the Letter of Credit Sublimit or the Swing Line Sublimit) with additional Revolving Commitments from any existing Lender with a Revolving Commitment or new Revolving Commitments from any other Eligible Assignee Person selected by the Borrower and reasonably acceptable to the Administrative Agent, Agent and the L/C Issuer and the Swing Line LenderIssuer; provided that: (Aa) any such increase shall be in a minimum principal amount of $10,000,000 and in integral multiples of $1,000,000 in excess thereof.; (Bb) no Default or Event of Default shall exist and be continuing at the time of any such increase.; (Cc) no existing Lender shall be under any obligation to increase its Commitment and any such decision whether to increase its Revolving Commitment shall be in such Lender’s sole and absolute discretion.; (Dd) (1A) any new Lender shall join this Agreement by executing such joinder documents reasonably required by the Administrative Agent and/or (2B) any existing Lender electing to increase its Commitment shall have executed a commitment agreement reasonably satisfactory to the Administrative Agent.; and (E) After giving effect to such increase, the Administrative Agent shall reallocate any outstanding Revolving Loans among the Lenders to the extent necessary to keep the outstanding Revolving Loans ratable with any revised Revolving Commitments arising from any nonratable increase in the Revolving Commitments under this Section. (Fe) as a condition precedent to such increase, the Borrower shall deliver to the Administrative Agent a certificate of each Loan Party dated as of the date of such increase (in sufficient copies for each Lender) signed by a Responsible Officer of such Loan Party (1A) certifying and attaching the resolutions adopted by such Loan Party approving or consenting to such increase, and (2B) in the case of the Borrower, certifying that, before and after giving effect to such increase, (x1) the representations and warranties contained in Article VI and the other Loan Documents are true and correct in all material respects on and as of the date of such increase, except to the extent that such representations and warranties specifically refer to an earlier date, in which case they are true and correct in all material respects as of such earlier date date, and except that for purposes of this Section 2.02(f), the representations and warranties contained in subsections (a) and (yb) of Section 6.05 shall be deemed to refer to the most recent statements furnished pursuant to clauses (a) and (b), respectively, of Section 7.01, and (2) no Default or Event of Default exists. (G) as a condition precedent to such increase, the . The Borrower shall deliver to the Administrative Agent a Pro Forma Compliance Certificate demonstrating that, upon giving effect to such increase, prepay any Loans owing by it and outstanding on a Pro Forma Basis, (1) the Loan Parties would be in compliance with the financial covenants set forth in Section 8.11 as of the first day of the four calendar quarter period ending as of the most recent calendar quarter end preceding the date of any such increase (and pay any additional amounts required pursuant to Section 3.05) to the extent necessary to keep the outstanding Loans ratable with respect to which any revised Commitments arising from any nonratable increase in the Administrative Agent has received the Required Financial Information and (2) the Total Facility Outstandings do not exceed the Borrowing Base. (H) Schedule 2.01 shall be deemed revised to reflect the new Revolving Commitments and Applicable Percentages of the applicable Lenders. (I) the Borrower shall execute and provide new Notes to such Lenders as may request in connection herewith. (J) the Borrower shall pay all fees required in under this Section. In connection with any such increase in the Aggregate Revolving Commitments and all costs and expenses (including attorneys’ costs and fees) incurred Commitments, Schedule 2.01 shall be revised by the Administrative Agent in documenting or implementing such increaseto reflect the new Commitments. (K) After giving effect to such increase, the Borrowing Base Leverage will not exceed fifty-five percent (55.0%).

Increase in Aggregate Revolving Commitments. The Borrower may, at any time and from time to time(a) Provided there exists no Default, upon prior written notice by the Borrower to the Administrative Agent (which shall promptly notify the Revolving Lenders), the Borrower may from time to time during the term of this Agreement request an increase in the Aggregate Revolving Commitments (but to an amount not the Letter of Credit Sublimit or the Swing Line Sublimit) with additional Revolving Commitments from exceeding $1,500,000,000 at any existing Lender with a Revolving Commitment or new Revolving Commitments from any other Eligible Assignee selected by the Borrower and reasonably acceptable to the Administrative Agent, the L/C Issuer and the Swing Line Lendertime; provided that: (A) that any such request for an increase shall be in a minimum principal amount of $10,000,000 and in integral multiples 5,000,000 or a whole multiple of $1,000,000 in excess thereof. (B) no Default or Event of Default shall exist and be continuing at . At the time of any sending such increase. notice, the Borrower (Cin consultation with the Administrative Agent) shall specify the time period within which each Revolving Lender is requested to respond (which shall in no existing event be less than ten Business Days from the date of delivery of such notice to the Revolving Lenders). Each Revolving Lender shall be under any obligation to increase its Commitment and any notify the Administrative Agent within such decision time period whether or not it agrees to increase its Revolving Commitment and, if so, whether by an amount equal to, greater than, or less than its Pro Rata Share of such requested increase. Any Revolving Lender not responding within such time period shall be in such Lender’s sole and absolute discretion. (D) (1) any new Lender shall join this Agreement by executing such joinder documents reasonably required by the Administrative Agent and/or (2) any existing Lender electing deemed to have declined to increase its Commitment Revolving Commitment. The Administrative Agent shall have executed notify the Borrower and each Revolving Lender of the Revolving Lenders’ responses to each request made hereunder. To achieve the full amount of a commitment requested increase, the Borrower may also invite additional Eligible Assignees to become Revolving Lenders pursuant to a joinder agreement reasonably in form and substance satisfactory to the Administrative AgentAgent and its counsel. (Eb) After giving effect to such increaseIf the Aggregate Revolving Commitments are increased in accordance with this Section, the Administrative Agent and the Borrower shall reallocate any outstanding Revolving Loans among determine the Lenders to effective date (the extent necessary to keep “Increase Effective Date”) and the outstanding Revolving Loans ratable with any revised Revolving Commitments arising from any nonratable increase in final allocation of such increase. The Administrative Agent shall promptly notify the Borrower and the Revolving Commitments under this Section. (F) as Lenders of the final allocation of such increase and the Increase Effective Date. As a condition precedent to such increase, the Borrower shall deliver have provided to the Administrative Agent the following, in form and substance reasonably satisfactory to the Administrative Agent: (i) copies of corporate resolutions certified by the Secretary or Assistant Secretary of the General Partner, or such other evidence as may be satisfactory to the Administrative Agent, demonstrating that Borrower’s incurrence of indebtedness hereunder in the amount of the Aggregate Revolving Commitments as increased pursuant to this Section 2.15 and with a maturity date of the Stated Maturity Date, has been duly authorized by all necessary corporate action, together with an opinion of counsel to the Borrower (which, as to certain matters as agreed by the Administrative Agent, may be internal counsel) to such effect, (ii) a certificate of each Loan Party dated as of the date of such increase Increase Effective Date (in sufficient copies for each Lender) signed by a Responsible Officer of such Loan Party (1) certifying and attaching the resolutions adopted by such Loan Party approving or consenting to such increaseGeneral Partner, and (2) in the case on behalf of the Borrower, certifying that, before and after giving effect to such increase, (xA) the representations and warranties contained in Article VI V (including without limitation the representation and warranties set forth in Sections 5.04(d) and 5.05) and the other Loan Documents are true and correct in all material respects (or, if qualified by materiality or Material Adverse Effect, in all respects) on and as of the date Increase Effective Date, (or, if such representation speaks as of such increase, except to the extent that such representations and warranties specifically refer to an earlier date, in which case they are true and correct in all material respects as of such earlier date and date), (yB) no Default or Event of Default exists. exists and (GC) as a condition precedent to such increase, the Borrower shall deliver to the Administrative Agent a Pro Forma Compliance Certificate demonstrating that, upon giving effect to such increaseis in compliance, on a Pro Forma Basispro forma basis, (1) the Loan Parties would be in compliance with the financial covenants set forth in Section 8.11 7.02 hereof, and (iii) an opinion of counsel to the Borrower (which, as of to certain matters as agreed by the first day of Administrative Agent, may be internal counsel) as to such customary matters regarding the four calendar quarter period ending transactions contemplated by this Section 2.15 as of the most recent calendar quarter end preceding the date of such increase with respect to which the Administrative Agent has received may reasonably request and in form and substance reasonably satisfactory to the Required Financial Information and (2) the Total Facility Outstandings do not exceed the Borrowing BaseAdministrative Agent. (Hc) Schedule 2.01 The Borrower shall be deemed prepay any Committed Loans outstanding on the Increase Effective Date (and pay any additional amounts required pursuant to Section 3.05) to the extent necessary to keep the outstanding Committed Loans ratable with any revised to reflect Pro Rata Shares arising from any nonratable increase in the new Revolving Commitments and Applicable Percentages of the applicable Lendersunder this Section. (Id) This Section shall supersede any provisions in Sections 2.12 or 10.01 to the Borrower shall execute and provide new Notes to such Lenders as may request in connection herewithcontrary. (J) the Borrower shall pay all fees required in connection with such increase in the Aggregate Revolving Commitments and all costs and expenses (including attorneys’ costs and fees) incurred by the Administrative Agent in documenting or implementing such increase. (K) After giving effect to such increase, the Borrowing Base Leverage will not exceed fifty-five percent (55.0%).

Increase in Aggregate Revolving Commitments. The Borrower may, Company may at any time after the SixthNinth Amendment Effective Date and from time to time, upon prior written notice by the Borrower to the Administrative Agent increase the Aggregate Revolving Commitments (but not the Letter of Credit Sublimit or the Swing Line Sublimit) with additional Revolving Commitments from any existing Lender with a Revolving Commitment or new Revolving Commitments from any other Eligible Assignee selected by the Borrower and reasonably acceptable Company to the Administrative Agent, the L/C Issuer and the Swing Line Lenderinstitute one or more Incremental Revolving Credit Increases; provided provided, that: (A) any such increase shall be in a minimum principal amount of $10,000,000 10 million (or, if less, the remaining amount of the Incremental Cap) and in integral multiples of $1,000,000 5 million (or, if less, the remaining amount of the Incremental Cap) in excess thereof.; (B) no Default or Event of Default shall exist and be continuing at the time of any such increase.; (C) no existing Lender shall be under any obligation to increase its Revolving Commitment and any such decision whether to increase its Revolving Commitment shall be in such Lender’s sole and absolute discretion.; (D) (1) any new Lender shall join this Agreement by executing such joinder documents reasonably required by the Administrative Agent and/or (2) any existing Lender electing to increase its Revolving Commitment shall have executed a commitment agreement reasonably satisfactory to the Administrative Agent.; and (E) After giving effect to such increase, the Administrative Agent shall reallocate any outstanding Revolving Loans among the Lenders to the extent necessary to keep the outstanding Revolving Loans ratable with any revised Revolving Commitments arising from any nonratable increase in the Revolving Commitments under this Section. (F) as a condition precedent to such increase, the Borrower Company shall deliver to the Administrative Agent a certificate of each Loan Party dated as of the date of such increase (in sufficient copies for each Lender) signed by a Responsible Officer of such Loan Party (1) certifying and attaching the resolutions adopted by such Loan Party approving or consenting to such increase, and (2) in the case of the BorrowerCompany, certifying that, before immediately prior to and immediately after giving effect to such increase, (x) the representations and warranties of the Company and each other Loan Party contained in Article VI and the other Loan Documents are true and correct in all material respects (and in all respects if any such representation or warranty is already qualified by materiality or reference to Material Adverse Effect) on and as of the date of such increase, except to the extent that such representations and warranties specifically refer to an earlier date, in which case they are true and correct in all material respects (and in all respects if any such representation or warranty is already qualified by materiality or reference to Material Adverse Effect) as of such earlier date date, and except that for purposes of this Section 2.02(f)(i), the representations and warranties contained in subsections (a) and (b) of Section 6.05 shall be deemed to refer to the most recent statements furnished pursuant to clauses (a) and (b), respectively, of Section 7.01, and (y) no Default or Event of Default exists. (G) as a condition precedent to such increase, the Borrower . The applicable Borrowers shall deliver to the Administrative Agent a Pro Forma Compliance Certificate demonstrating that, upon giving effect to such increase, prepay any Revolving Loans owing by them and outstanding on a Pro Forma Basis, (1) the Loan Parties would be in compliance with the financial covenants set forth in Section 8.11 as of the first day of the four calendar quarter period ending as of the most recent calendar quarter end preceding the date of any such increase (and pay any additional amounts required pursuant to Section 3.05) to the extent necessary to keep the outstanding Revolving Loans ratable with respect to which the Administrative Agent has received the Required Financial Information and (2) the Total Facility Outstandings do not exceed the Borrowing Base. (H) Schedule 2.01 shall be deemed any revised to reflect the new Revolving Commitments and Applicable Percentages of the applicable Lenders. (I) the Borrower shall execute and provide new Notes to such Lenders as may request in connection herewith. (J) the Borrower shall pay all fees required in connection with such arising from any nonratable increase in the Aggregate Revolving Commitments and all costs and expenses (including attorneys’ costs and fees) incurred by the Administrative Agent in documenting or implementing such increase. (K) After giving effect to such increase, the Borrowing Base Leverage will not exceed fifty-five percent (55.0%under this Section 2.02(f)(i).

Increase in Aggregate Revolving Commitments. The Borrower may, at any time and from time to timetime (not to exceed three (3) increases in the aggregate during the term of this Agreement), upon prior written notice by the Borrower to the Administrative Agent increase the Aggregate Revolving Commitments (but not the Letter LC Commitment) by a maximum aggregate amount of Credit Sublimit or the Swing Line Sublimitup to THIRTY-FIVE MILLION DOLLARS ($35,000,000) with additional Revolving Commitments from any existing Lender with a Revolving Commitment or new Revolving Commitments from any other Eligible Assignee Person selected by the Borrower and reasonably acceptable to the Administrative Agent, the L/C Issuer Agent and the Swing Line LenderIssuing Bank; provided that: (A) any such increase shall be in a minimum principal amount of $10,000,000 and in integral multiples of $1,000,000 in excess thereof.; (B) no Default or Event of Default shall exist and be continuing at the time of any such increase.; (C) no existing Lender shall be under any obligation to increase its Commitment and any such decision whether to increase its Revolving Commitment shall be in such Lender’s sole and absolute discretion.; (D) (1) any new Lender shall join this Agreement by executing such joinder documents reasonably required by the Administrative Agent and/or (2) any existing Lender electing to increase its Commitment shall have executed a commitment agreement reasonably satisfactory to the Administrative Agent.; (E) After giving effect to such increase, the Administrative Agent shall reallocate any outstanding Revolving Loans among the Lenders to the extent necessary to keep the outstanding Revolving Loans ratable with any revised Revolving Commitments arising from any nonratable increase in the Revolving Commitments under this Section. (F) as a condition precedent to such increase, the Borrower shall deliver to the Administrative Agent a certificate of each Loan Party dated as of the date of such increase (in sufficient copies for each Lender) signed by a Responsible Officer of such Loan Party (1) certifying and attaching the resolutions adopted by such Loan Party approving or consenting to such increase, and (2) in the case of the Borrower, certifying that, before and after giving effect to such increase, (x) the representations and warranties contained in Article VI V and the other Loan Documents are true and correct in all material respects on and as of the date of such increase, except to the extent that such representations and warranties specifically refer to an earlier date, in which case they are true and correct in all material respects as of such earlier date date, and except that for purposes of this Section 2.4, the representations and warranties contained in Section 5.4 shall be deemed to refer to the most recent statements furnished pursuant to clauses (a) and (b), respectively, of Section 6.1, and (y) no Default or Event of Default exists.; and (GF) as a condition precedent to such increase, the Borrower Arrangers shall deliver to have received reasonably satisfactory evidence that the Administrative Agent a Pro Forma Compliance Certificate demonstrating that, upon appraised value of the Mortgaged Properties is at least twice the amount of the Aggregate Revolving Commitments (after giving effect to such increase). At the time of sending such notice, on a Pro Forma Basis, the Borrower (1) the Loan Parties would be in compliance consultation with the financial covenants set forth Administrative Agent) shall specify the time period within which each Lender is requested to respond (which shall in Section 8.11 as of the first day of the four calendar quarter period ending as of the most recent calendar quarter end preceding no event be less than ten Business Days from the date of delivery of such increase with respect notice to which the Lenders). Each Lender shall notify the Administrative Agent has received the Required Financial Information and (2) the Total Facility Outstandings do within such time period whether or not exceed the Borrowing Base. (H) Schedule 2.01 it agrees to increase its Commitment and, if so, whether by an amount equal to, greater than, or less than its Pro Rata Share of such requested increase. Any Lender not responding within such time period shall be deemed revised to reflect the new Revolving Commitments and Applicable Percentages of the applicable Lenders. (I) the Borrower shall execute and provide new Notes have declined to such Lenders as may request in connection herewith. (J) the Borrower shall pay all fees required in connection with such increase in its Commitment. If the Aggregate Revolving Commitments and all costs and expenses (including attorneys’ costs and fees) incurred by are increased in accordance with this section, the Administrative Agent in documenting or implementing and the Borrower shall determine the effective date (the “Increase Effective Date”) and the final allocation of such increase. The Administrative Agent shall promptly notify the Borrower and the Lenders of such increase and the Increase Effective Date. The Borrower shall prepay any Loans owing by it and outstanding on the date of any such increase (and pay any additional amounts required pursuant to Section 2.17) to the extent necessary to keep the outstanding Loans ratable with any revised Commitments arising from any nonratable increase in the Commitments under this Section. (K) After giving effect to such increase, the Borrowing Base Leverage will not exceed fifty-five percent (55.0%).

Increase in Aggregate Revolving Commitments. The Borrower may, at any time and from time to time, upon prior written notice by the Borrower to the Administrative Agent increase the Aggregate Revolving Commitments (but not the Letter of Credit Sublimit or the Swing Line Sublimit) with additional Revolving Commitments from any existing Lender with a Revolving Commitment or new Revolving Commitments from any other Eligible Assignee selected by the Borrower and reasonably acceptable to the Administrative Agent, the Agent and each L/C Issuer and the Swing Line LenderIssuer; provided that: (A) any such increase shall be in a minimum principal amount of $10,000,000 and in integral multiples of $1,000,000 in excess thereof. (B) no Default or Event of Default shall exist and be continuing at the time of any such increase. (C) no existing Lender shall be under any obligation to increase its Commitment and any such decision whether to increase its Revolving Commitment shall be in such Lender’s sole and absolute discretion. (D) (1) any new Lender shall join this Agreement by executing such joinder documents reasonably required by the Administrative Agent and/or (2) any existing Lender electing to increase its Commitment shall have executed a commitment agreement reasonably satisfactory to the Administrative Agent. (E) After giving effect to such increase, the Administrative Agent shall reallocate any outstanding Revolving Loans among the Lenders to the extent necessary to keep the outstanding Revolving Loans ratable with any revised Revolving Commitments arising from any nonratable increase in the Revolving Commitments under this Section. (F) as a condition precedent to such increase, the Borrower shall deliver to the Administrative Agent a certificate of each Loan Party dated as of the date of such increase (in sufficient copies for each Lender) signed by a Responsible Officer of such Loan Party (1) certifying and attaching the resolutions adopted by such Loan Party approving or consenting to such increase, and (2) in the case of the Borrower, certifying that, before and after giving effect to such increase, (x) the representations and warranties contained in Article VI and the other Loan Documents are true and correct in all material respects on and as of the date of such increase, except to the extent that such representations and warranties specifically refer to an earlier date, in which case they are true and correct in all material respects as of such earlier date and (y) no Default or Event of Default exists. (G) as a condition precedent to such increase, the Borrower shall deliver to the Administrative Agent a Pro Forma Compliance Certificate demonstrating that, upon giving effect to such increase, on a Pro Forma Basis, (1) the Loan Parties would be in compliance with the financial covenants set forth in Section 8.11 as of the first day of the four calendar quarter period ending as of the most recent calendar quarter end preceding the date of such increase with respect to which the Administrative Agent has received the Required Financial Information and (2) the Total Facility Outstandings do not exceed the Borrowing BaseInformation. (H) Schedule 2.01 shall be deemed revised to reflect the new Revolving Commitments and Applicable Percentages of the applicable Lenders. (I) the Borrower shall execute and provide new Notes to such Lenders as may request in connection herewith. (J) the Borrower shall pay all fees required in connection with such increase in the Aggregate Revolving Commitments and all costs and expenses (including attorneys’ costs and fees) incurred by the Administrative Agent in documenting or implementing such increase. (K) After giving effect to such increase, the Borrowing Base Leverage will not exceed fifty-five percent (55.0%).

Increase in Aggregate Revolving Commitments. The Borrower may, at any time and from time to time, upon prior written notice by the Borrower to the Administrative Agent increase the Aggregate Revolving Commitments (but not the Alternative Currency Sublimit, the Letter of Credit Sublimit or the Swing Line Sublimit unless, with respect to the Letter of Credit Sublimit and the Swing Line Sublimit, the consent of the L/C Issuer or the Swing Line Lender is obtained) with additional Revolving Commitments from any existing Lender with a Revolving Commitment or new Revolving Commitments from any other Eligible Assignee Person selected by the Borrower and reasonably acceptable to the Administrative Agent, Agent and the L/C Issuer and the Swing Line LenderIssuer; provided that: (A) any such increase shall be in a minimum principal amount of $10,000,000 and in integral multiples of $1,000,000 in excess thereof.; (B) no Default or Event of Default shall exist and be continuing at the time of any such increase.increase and the Borrower shall be in compliance, on a Pro Forma Basis, with the covenants set forth in Section 8.11; (C) no existing Lender shall be under any obligation to increase its Commitment and any such decision whether to increase its Revolving Commitment shall be in such Lender’s sole and absolute discretion.; (D) (1) any new Lender shall join this Agreement by executing such joinder documents reasonably required by the Administrative Agent and/or (2) any existing Lender electing to increase its Commitment shall have executed a commitment agreement reasonably satisfactory to the Administrative Agent.; (E) After giving effect to such increase, the Administrative Agent shall reallocate any outstanding Revolving Loans among the Lenders to the extent necessary to keep the outstanding Revolving Loans ratable with any revised Revolving Commitments arising from any nonratable increase in the Revolving Commitments under this Section. (F) as a condition precedent to such increase, the Borrower shall deliver to the Administrative Agent a certificate of each Loan Party dated as of the date of such increase (in sufficient copies for each Lender) signed by a Responsible Officer of such Loan Party (1) certifying and attaching the resolutions adopted by such Loan Party approving or consenting to such increase, and (2) in the case of the Borrower, certifying that, before and after giving effect to such increase, (x) the representations and warranties contained in Article VI and the other Loan Documents are true and correct in all material respects on and as of the date of such increase, except to the extent that such representations and warranties specifically refer to an earlier date, in which case they are true and correct in all material respects as of such earlier date date, and except that for purposes of this Section 2.02(f), the representations and warranties contained in subsections (a) and (b) of Section 6.05 shall be deemed to refer to the most recent statements furnished pursuant to clauses (a) and (b), respectively, of Section 7.01, and (y) no Default or Event of Default exists.; and (GF) as a condition precedent participation in such increase shall be offered first to each of the existing Lenders (such increaseLenders, the “Existing Lenders”), but each such Lender shall have no obligation whatsoever to provide all or any portion of the increase. Each of the Existing Lenders shall have five (5) Business Days following receipt of a request for an increase from the Borrower to notify the Borrower of such Lender’s commitment to make such commitment increase. In the event that the Borrower has not received commitments from the Existing Lenders in an amount equal to the requested increase within such five (5) Business Day period, then the Borrower may invite other Persons reasonably acceptable to Administrative Agent to be joined as parties to this Agreement as Lenders hereunder with respect to the portion of such increase for which commitments from Existing Lenders shall have not been obtained within such five (5) Business Day period by Existing Lenders. The Borrower shall deliver to the Administrative Agent a Pro Forma Compliance Certificate demonstrating that, upon giving effect to such increase, prepay any Loans owing by it and outstanding on a Pro Forma Basis, (1) the Loan Parties would be in compliance with the financial covenants set forth in Section 8.11 as of the first day of the four calendar quarter period ending as of the most recent calendar quarter end preceding the date of any such increase (and pay any additional amounts required pursuant to Section 3.05) to the extent necessary to keep the outstanding Loans ratable with respect to which the Administrative Agent has received the Required Financial Information and (2) the Total Facility Outstandings do not exceed the Borrowing Base. (H) Schedule 2.01 shall be deemed any revised to reflect the new Revolving Commitments and Applicable Percentages of the applicable Lenders. (I) the Borrower shall execute and provide new Notes to such Lenders as may request in connection herewith. (J) the Borrower shall pay all fees required in connection with such arising from any nonratable increase in the Aggregate Revolving Commitments and all costs and expenses (including attorneys’ costs and fees) incurred by the Administrative Agent in documenting or implementing such increaseunder this Section. (K) After giving effect to such increase, the Borrowing Base Leverage will not exceed fifty-five percent (55.0%).

Increase in Aggregate Revolving Commitments. The Borrower may, at any time subsequent to the Second Amendment Effective Date and from time to time, upon prior written notice by the Borrower to the Administrative Agent Agent, request that the Lenders increase the Aggregate Revolving Commitments (but not the Letter of Credit Sublimit or the Swing Line Sublimit) by a maximum aggregate amount of up to THIRTY SEVEN MILLION FIVE HUNDRED THOUSAND DOLLARS ($37,500,000) with additional Revolving Commitments from any existing Lender with a Revolving Commitment or new Revolving Commitments from any other Eligible Assignee Person selected by the Borrower and reasonably acceptable to the Administrative Agent, Agent and the L/C Issuer and the Swing Line LenderIssuer; provided that: (Ai) any such increase increases to the Aggregate Revolving Commitments shall be in a minimum principal amount of $10,000,000 and in integral multiples of $1,000,000 in excess thereof.; (Bii) no Default or Event of Default shall exist and be continuing at the time of any such increase.; (Ciii) no existing Lender shall be under any obligation to increase its Revolving Commitment and any such decision whether to increase its Revolving Commitment shall be in such Lender’s sole and absolute discretion.; (Div) (1A) any new Lender shall join this Agreement by executing such joinder documents reasonably required by the Administrative Agent and/or (2B) any existing Lender electing to increase its Revolving Commitment shall have executed a commitment agreement reasonably satisfactory to the Administrative Agent.; and (E) After giving effect to such increase, the Administrative Agent shall reallocate any outstanding Revolving Loans among the Lenders to the extent necessary to keep the outstanding Revolving Loans ratable with any revised Revolving Commitments arising from any nonratable increase in the Revolving Commitments under this Section. (Fv) as a condition precedent to such increase, the Borrower shall deliver to the Administrative Agent a certificate of each Loan Party dated as of the date of such increase (in sufficient copies for each Lender) signed by a Responsible Officer of such Loan Party (1A) certifying and attaching the resolutions adopted by such Loan Party approving or consenting to such increase, and (2B) in the case of the Borrower, certifying that, before and after giving effect to such increase, (x) the representations and warranties contained in Article VI and the other Loan Documents are true and correct in all material respects on and as of the date of such increase, except to the extent that such representations and warranties specifically refer to an earlier date, in which case they are true and correct in all material respects as of such earlier date date, and except that for purposes of this Section 2.02(f), the representations and warranties contained in subsections (a) and (b) of Section 6.05 shall be deemed to refer to the most recent statements furnished pursuant to clauses (a) and (b), respectively, of Section 7.01, and (y) no Default or Event of Default exists. The Borrower shall prepay any Loans owing by it and outstanding on the date of any such increase (and pay any additional amounts required pursuant to Section 3.05) to the extent necessary to keep the outstanding Loans ratable with any revised Revolving Commitments arising from any nonratable increase in the Revolving Commitments under this Section. (Gj) Each reference to “Consolidated Leverage Ratio” in Section 2.10(b) of the Credit Agreement is hereby amended to read “Consolidated Senior Secured Leverage Ratio”. (k) Section 8.02(i) of the Credit Agreement is hereby amended to read as follows: (i) Investment in the form of a condition precedent loan by ExamWorks Europe to ExamWorks UK Limited (the “ExamWorks Europe Loan”) in an aggregate amount not to exceed £45 million; provided that (x) the proceeds of such increase, Investment are promptly used by ExamWorks UK Limited to finance the Borrower Premex Acquisition and (y) ExamWorks Europe shall deliver have delivered to the Administrative Agent the original promissory note evidencing such ExamWorks Europe Loan, together with a Pro Forma Compliance Certificate demonstrating that, upon giving effect to such increase, on a Pro Forma Basis, (1) the Loan Parties would be duly executed in compliance with the financial covenants set forth in Section 8.11 as of the first day of the four calendar quarter period ending as of the most recent calendar quarter end preceding the date of such increase with respect to which the Administrative Agent has received the Required Financial Information blank and (2) the Total Facility Outstandings do not exceed the Borrowing Baseundated note power or allonge. (Hl) Schedule 2.01 shall be deemed revised to reflect the new Revolving Commitments and Applicable Percentages Section 8.03(f) of the applicable Lenders. (I) the Borrower shall execute and provide new Notes Credit Agreement is hereby amended to such Lenders read as may request in connection herewith. (J) the Borrower shall pay all fees required in connection with such increase in the Aggregate Revolving Commitments and all costs and expenses (including attorneys’ costs and fees) incurred by the Administrative Agent in documenting or implementing such increase. (K) After giving effect to such increase, the Borrowing Base Leverage will not exceed fifty-five percent (55.0%).follows:

Increase in Aggregate Revolving Commitments. The Borrower may, at any time and from time to time(a) Provided there exists no Default, upon prior written notice by the Borrower to the Administrative Agent (which shall promptly notify the Revolving Lenders), the Borrower may from time to time during the term of this Agreement request an increase in the Aggregate Revolving Commitments (but to an amount not the Letter of Credit Sublimit or the Swing Line Sublimit) with additional Revolving Commitments from exceeding $300,000,000 at any existing Lender with a Revolving Commitment or new Revolving Commitments from any other Eligible Assignee selected by the Borrower and reasonably acceptable to the Administrative Agent, the L/C Issuer and the Swing Line Lendertime; provided that: (A) that any such request for an increase shall be in a minimum principal amount of $10,000,000 and in integral multiples 5,000,000 or a whole multiple of $1,000,000 in excess thereof. (B) no Default or Event of Default shall exist and be continuing at . At the time of any sending such increase. notice, the Borrower (Cin consultation with the Administrative Agent) shall specify the time period within which each Revolving Lender is requested to respond (which shall in no existing event be less than ten Business Days from the date of delivery of such notice to the Revolving Lenders). Each Revolving Lender shall be under any obligation to increase its Commitment and any notify the Administrative Agent within such decision time period whether or not it agrees to increase its Revolving Commitment and, if so, whether by an amount equal to, greater than, or less than its Pro Rata Share of such requested increase. Any Revolving Lender not responding within such time period shall be in such Lender’s sole and absolute discretion. (D) (1) any new Lender shall join this Agreement by executing such joinder documents reasonably required by the Administrative Agent and/or (2) any existing Lender electing deemed to have declined to increase its Commitment Revolving Commitment. The Administrative Agent shall have executed notify the Borrower and each Revolving Lender of the Revolving Lenders’ responses to each request made hereunder. To achieve the full amount of a commitment requested increase, the Borrower may also invite additional Eligible Assignees to become Revolving Lenders pursuant to a joinder agreement reasonably in form and substance satisfactory to the Administrative AgentAgent and its counsel. (Eb) After giving effect to such increaseIf the Aggregate Revolving Commitments are increased in accordance with this Section, the Administrative Agent and the Borrower shall reallocate any outstanding Revolving Loans among determine the Lenders to effective date (the extent necessary to keep “Increase Effective Date”) and the outstanding Revolving Loans ratable with any revised Revolving Commitments arising from any nonratable increase in final allocation of such increase. The Administrative Agent shall promptly notify the Borrower and the Revolving Commitments under this Section. (F) as Lenders of the final allocation of such increase and the Increase Effective Date. As a condition precedent to such increase, the Borrower shall deliver have provided to the Administrative Agent the following, in form and substance reasonably satisfactory to the Administrative Agent: (i) copies of corporate resolutions certified by the Secretary or Assistant Secretary of the Borrower, or such other evidence as may be satisfactory to the Administrative Agent, demonstrating that Borrower’s incurrence of indebtedness hereunder in the amount of the Aggregate Revolving Commitments as increased pursuant to this Section 2.15 and with a maturity date of the Stated Maturity Date, has been duly authorized by all necessary corporate action, together with an opinion of counsel to the Borrower (which, as to certain matters as agreed by the Administrative Agent, may be internal counsel) to such effect, (ii) a certificate of each Loan Party dated as of the date of such increase Increase Effective Date (in sufficient copies for each Lender) signed by a Responsible Officer of such Loan Party (1) certifying and attaching the resolutions adopted by such Loan Party approving or consenting to such increase, and (2) in the case of the Borrower, certifying that, before and after giving effect to such increase, (xA) the representations and warranties contained in Article VI V (including without limitation the representation and warranties set forth in Sections 5.04(b) and 5.05) and the other Loan Documents are true and correct in all material respects (or, if qualified by materiality or Material Adverse Effect, in all respects) on and as of the date Increase Effective Date, (or, if such representation speaks as of such increase, except to the extent that such representations and warranties specifically refer to an earlier date, in which case they are true and correct in all material respects as of such earlier date and date), (yB) no Default or Event of Default exists. exists and (GC) as a condition precedent to such increase, the Borrower shall deliver to the Administrative Agent a Pro Forma Compliance Certificate demonstrating that, upon giving effect to such increaseis in compliance, on a Pro Forma Basispro forma basis, (1) the Loan Parties would be in compliance with the financial covenants set forth in Section 8.11 7.02 hereof, and (iii) an opinion of counsel to the Borrower (which, as of to certain matters as agreed by the first day of Administrative Agent, may be internal counsel) as to such customary matters regarding the four calendar quarter period ending transactions contemplated by this Section 2.15 as of the most recent calendar quarter end preceding the date of such increase with respect to which the Administrative Agent has received may reasonably request and in form and substance reasonably satisfactory to the Required Financial Information and (2) the Total Facility Outstandings do not exceed the Borrowing BaseAdministrative Agent. (Hc) Schedule 2.01 The Borrower shall be deemed prepay any Committed Loans outstanding on the Increase Effective Date (and pay any additional amounts required pursuant to Section 3.05) to the extent necessary to keep the outstanding Committed Loans ratable with any revised to reflect Pro Rata Shares arising from any non-ratable increase in the new Revolving Commitments and Applicable Percentages of the applicable Lendersunder this Section. (Id) This Section shall supersede any provisions in Sections 2.12 or 10.01 to the Borrower shall execute and provide new Notes to such Lenders as may request in connection herewithcontrary. (J) the Borrower shall pay all fees required in connection with such increase in the Aggregate Revolving Commitments and all costs and expenses (including attorneys’ costs and fees) incurred by the Administrative Agent in documenting or implementing such increase. (K) After giving effect to such increase, the Borrowing Base Leverage will not exceed fifty-five percent (55.0%).

Increase in Aggregate Revolving Commitments. The Borrower may, at any time and from time to time, upon prior written notice by the Borrower to the Administrative Agent increase the Aggregate Revolving Commitments (but not the Letter of Credit Sublimit or the Swing Line Sublimit) with additional Revolving Commitments from any existing Lender with a Revolving Commitment or new Revolving Commitments from any other Eligible Assignee Person (other than the Borrower or any Affiliate or Subsidiary of the Borrower) selected by the Borrower and reasonably acceptable to the Administrative Agent, the Swing Line Lender and the L/C Issuer and the Swing Line LenderIssuer; provided provided, that: (A) any such increase shall be in a minimum principal amount of $10,000,000 2,000,000 and in integral multiples of $1,000,000 500,000 in excess thereof.; (B) no Default or Event of Default shall exist and be continuing at the time of any such increase., or after giving effect to any such increase; (C) no existing Lender shall be under any obligation to increase its Revolving Commitment and any such decision whether to increase its Revolving Commitment shall be in such Lender’s sole and absolute discretion.; (D) (1) any new Lender shall join this Agreement by executing such joinder documents reasonably required by the Administrative Agent and/or (2) any existing Lender electing to increase its Revolving Commitment shall have executed a commitment agreement reasonably satisfactory to the Administrative Agent.; (E) After a Responsible Officer of the Borrower shall deliver to the Administrative Agent a Pro Forma Compliance Certificate demonstrating that, upon giving effect to any such increase, the Administrative Agent shall reallocate any outstanding Revolving Loans among the Lenders to the extent necessary to keep the outstanding Revolving Loans ratable with any revised Revolving Commitments arising from any nonratable increase in the Revolving Commitments under this Section.on a Pro Forma Basis, the Loan Parties would be in compliance with the financial covenants set forth in Section 8.11 as of the most recent fiscal quarter for which the Borrower was required to deliver financial statements pursuant to Section 7.01(a) or (b)(i); (F) Schedule 2.01 shall be deemed revised to reflect any increase to the Aggregate Revolving Commitments pursuant to this Section 2.02(f)(i); and (G) as a condition precedent to such increase, the Borrower shall deliver to the Administrative Agent a certificate of each Loan Party dated as of the date of such increase (in sufficient copies for each Lender) signed by a Responsible Officer of such Loan Party (1) certifying and attaching the resolutions adopted by such Loan Party approving or consenting to such increase, and (2) in the case of the Borrower, certifying that, before and after giving effect to such increase, (x) the representations and warranties contained in Article VI and the other Loan Documents are true and correct in all material respects on and as of the date of such increase, except (i) for any representation and warranty that is qualified by materiality or reference to Material Adverse Effect, which such representation and warranty shall be true and correct in all respects on and as of the date of such increase, (ii) to the extent that such representations and warranties specifically refer to an earlier date, in which case they are shall be true and correct in all material respects as of such earlier date, except for any representation and warranty that is qualified by materiality or reference to Material Adverse Effect, which such representation and warranty shall be true and correct in all respects as of such earlier date and (iii) that for purposes of this Section 2.02(f)(i), the representations and warranties contained in subsections (a) and (b) of Section 6.05 shall be deemed to refer to the most recent financial statements furnished pursuant to clauses (a) and (b)(i), respectively, of Section 7.01 and (y) no Default or Event of Default exists. (G) as a condition precedent to such increase, the Borrower . The Borrowers shall deliver to the Administrative Agent a Pro Forma Compliance Certificate demonstrating that, upon giving effect to such increase, prepay any Loans owing by them and outstanding on a Pro Forma Basis, (1) the Loan Parties would be in compliance with the financial covenants set forth in Section 8.11 as of the first day of the four calendar quarter period ending as of the most recent calendar quarter end preceding the date of any such increase (and pay any additional amounts required pursuant to Section 3.05) to the extent necessary to keep the outstanding Loans ratable with respect to which the Administrative Agent has received the Required Financial Information and (2) the Total Facility Outstandings do not exceed the Borrowing Base. (H) Schedule 2.01 shall be deemed any revised to reflect the new Revolving Commitments and Applicable Percentages of the applicable Lenders. (I) the Borrower shall execute and provide new Notes to such Lenders as may request in connection herewith. (J) the Borrower shall pay all fees required in connection with such arising from any nonratable increase in the Aggregate Revolving Commitments and all costs and expenses (including attorneys’ costs and fees) incurred by the Administrative Agent in documenting or implementing such increaseunder this Section. (K) After giving effect to such increase, the Borrowing Base Leverage will not exceed fifty-five percent (55.0%).

Increase in Aggregate Revolving Commitments. The Borrower Borrowers may, at any time and from time to time, upon prior written notice by the Borrower Borrowers to the Administrative Agent, increase the Aggregate Revolving Commitments (but not the Letter of Credit Sublimit or the Swingline Sublimit) subject to the following: (a) the aggregate principal amount of any increases in the Revolving Commitments pursuant to this Section 2.1.3 shall not exceed Two Hundred Fifty Million Dollars ($250,000,000); (b) the Borrowers may, at any time and from time to time, upon prior written notice by the Borrowers to the Administrative Agent increase the Aggregate Revolving Commitments (but not the Letter of Credit Sublimit or the Swing Line Swingline Sublimit) with additional Revolving Commitments from any existing Lender with a Revolving Commitment or new Revolving Commitments from any other Eligible Assignee Person selected by the Borrower Borrowers and reasonably acceptable to the Administrative Agent, the L/C Issuer Swingline Lender and the Swing Line LenderIssuing Bank; provided that: (Ai) any such increase shall be in a minimum principal amount of $10,000,000 and in integral multiples of $1,000,000 in excess thereof.; (Bii) no Unmatured Default or Event of Default shall exist before and immediately after giving effect to such increase; (iii) the Borrowers shall be continuing at in compliance, on a pro forma basis after giving effect to the time incurrence of any such increase.increase in the Aggregate Revolving Commitments, with the financial covenants set forth in Article V, recomputed as of the last day of the most recently ended fiscal quarter for which financial statements have been delivered pursuant to Section 5.1; (Civ) no existing Lender shall be under any obligation to increase its Revolving Commitment and any such decision whether to increase its Revolving Commitment shall be in such Lender’s sole and absolute discretion.; (D) (1) any new Lender providing a Revolving Commitment in connection with any increase in Aggregate Revolving Commitments shall join this Agreement by executing such joinder documents reasonably required by the Administrative Agent and/or (2) any existing Lender electing to increase its Revolving Commitment shall have executed a commitment agreement reasonably satisfactory to the Administrative Agent.; (Evi) After giving effect to any such increase, the Administrative Agent shall reallocate any outstanding Revolving Loans among the Lenders to the extent necessary to keep the outstanding Revolving Loans ratable with any revised Revolving Commitments arising from any nonratable increase in the Revolving Commitments under this Section. (F) as a condition precedent shall be subject to such increase, the Borrower shall deliver to receipt by the Administrative Agent of a certificate of each Loan Party the Borrowers dated as of the date of such increase (in sufficient copies for each Lender) signed by a Responsible an Authorized Officer of such Loan Party the Borrowers (1x) certifying and attaching the resolutions adopted by such Loan Party the Borrowers approving or consenting to such increase, and (2y) in the case of the Borrower, certifying that, before and after giving effect to such increase, (xi) the representations and warranties contained in Article VI IV and the other Loan Credit Documents are true and correct in all material respects on and as of the date of such increase, except to the extent that such representations and warranties specifically refer to an earlier date, in which case they are true and correct in all material respects as of such earlier date date, and (y) no Default or Event except that for purposes of Default exists. (G) as a condition precedent to such increasethis Section 2.1.3, the Borrower representations and warranties contained in Sections 4.4 and 4.5 shall deliver be deemed to the Administrative Agent a Pro Forma Compliance Certificate demonstrating that, upon giving effect refer to such increase, on a Pro Forma Basis, (1) the Loan Parties would be in compliance with the financial covenants set forth in Section 8.11 as of the first day of the four calendar quarter period ending as of the most recent calendar quarter end preceding statements furnished pursuant to Section 5.1, and (ii) no Unmatured Default or Default exists; and (vii) to the extent that the joinder or commitment agreements described in subparagraph (v) above provide for an applicable margin of, and/or facility fee for, additional Revolving Commitments greater than the Applicable Margin and/or Facility Fee with respect to the existing Revolving Commitments at such time, the Applicable Margin and/or the Facility Fee (as applicable) for the existing Revolving Commitments shall be increased automatically (without the consent of Required Lenders) such that the Applicable Margin and/or the Facility Fee (as applicable) for such existing Revolving Commitments is not less than the applicable margin and/or the facility fee (as applicable) for such additional Revolving Commitments. The Borrowers shall prepay any Revolving Loans owing under this Agreement on the date of such increase with respect to which the Administrative Agent has received the Required Financial Information and (2) the Total Facility Outstandings do not exceed the Borrowing Base. (H) Schedule 2.01 shall be deemed revised to reflect the new Revolving Commitments and Applicable Percentages of the applicable Lenders. (I) the Borrower shall execute and provide new Notes to such Lenders as may request in connection herewith. (J) the Borrower shall pay all fees required in connection with any such increase in the Aggregate Revolving Commitments and all costs and expenses (including attorneys’ costs and fees) incurred by to the Administrative Agent extent necessary to keep the outstanding Revolving Loans ratable with any revised Revolving Commitments arising from any nonratable increase in documenting or implementing such increasethe Revolving Commitments under this Section. (K) After giving effect to such increase, the Borrowing Base Leverage will not exceed fifty-five percent (55.0%).

Increase in Aggregate Revolving Commitments. The (a) Provided there exists no Default, upon notice to the Administrative Agent (which shall promptly notify the Lenders), the Borrower may, at any time and may from time to time, upon prior written notice by request an increase in the Borrower to Aggregate Revolving Commitments; provided, however, that (i) the Administrative Agent increase maximum amount of the Aggregate Revolving Commitments (but not the Letter of Credit Sublimit or the Swing Line Sublimit) with additional Revolving Commitments from any existing Lender with a Revolving Commitment or new Revolving Commitments from any other Eligible Assignee selected by the Borrower and reasonably acceptable after giving effect to the Administrative Agent, the L/C Issuer and the Swing Line Lender; provided that: (A) any such increase shall not exceed $900,000,000 and (ii) the Borrower may make a maximum of three such requests. The aggregate amount of any individual increase hereunder shall be in a minimum principal amount of $10,000,000 (and in integral multiples of $1,000,000 5,000,000 in excess thereof. (B) no Default or Event ). To achieve the full amount of Default shall exist a requested increase, the Borrower may solicit increased commitments from existing Lenders and be continuing at the time of any such increase. (C) also invite additional Eligible Assignees to become Lenders; provided, however, that no existing Lender shall be under any obligation obligated and/or required to accept an increase in its Revolving Commitment and any pursuant to this Section 2.14 unless it specifically consents to such decision whether increase in writing. Any Lender or Eligible Assignee agreeing to increase its Revolving Commitment shall be or provide a new Revolving Commitment pursuant to this Section 2.14 shall, in such Lender’s sole and absolute discretion. (D) (1) any new Lender shall join this Agreement by executing such joinder documents reasonably required by connection therewith, deliver to the Administrative Agent and/or (2) any existing Lender electing to increase its Commitment shall have executed a new commitment agreement reasonably in form and substance satisfactory to the Administrative AgentAgent and its counsel. (Eb) After giving effect to such increaseIf the Aggregate Revolving Commitments are increased in accordance with this Section, the Administrative Agent and the Borrower shall reallocate any outstanding Revolving Loans among determine the effective date (the “Increase Effective Date”) and the final allocation of such increase. The Administrative Agent shall promptly notify the Borrower and the Lenders of the final allocation of such increase and the Increase Effective Date and Schedule 2.01 hereto shall be deemed amended to the extent necessary to keep the outstanding Revolving Loans ratable with any revised Revolving Commitments arising from any nonratable reflect such increase in the Revolving Commitments under this Section. (F) as and final allocation. As a condition precedent to such increase, in addition to any deliveries pursuant to subsection (a) above, the Borrower shall deliver to the Administrative Agent each of the following in form and substance satisfactory to the Administrative Agent: (1) a certificate of each Loan Party the Borrower dated as of the date of such increase Increase Effective Date (in sufficient copies for each Lender) signed by a Responsible Officer of such Loan Party the Borrower (1i) certifying and attaching the resolutions adopted by such Loan Party the Borrower approving or consenting to such increase, and (2ii) in the case of the Borrower, certifying that, before and after giving effect to such increase, (xA) the representations and warranties contained in Article VI V and the other Loan Documents are true and correct in all material respects on and as of the date of such increaseIncrease Effective Date, except to the extent that such representations and warranties specifically refer to an earlier date, in which case they are true and correct in all material respects as of such earlier date date, and except that for purposes of this Section 2.14, the representations and warranties contained in (x) subsections (a), (b) and (c) of Section 5.05 shall be deemed to refer to the most recent statements furnished pursuant to subsections (a) and (b), respectively, of Section 6.01 and (y) subsection (c) of Section 5.05 shall be deemed to refer to “through the Increase Effective Date” rather than “through the Closing Date”, and (B) no Default or Event exists; (2) a statement of Default existsreaffirmation from the Borrower pursuant to which the Borrower ratifies this Agreement and the other Loan Documents and acknowledges and reaffirms that, after giving effect to CHAR1\1807067v5 such increase, it is bound by all terms of this Agreement and the other Loan Documents; and (3) if the increase is being provided by a new Lender, a Note in favor of such Lender if so requested by such Lender. The Borrower shall prepay any Loans outstanding on the Increase Effective Date (and pay any additional amounts required pursuant to Section 3.05) to the extent necessary to keep the outstanding Loans ratable with any revised Applicable Percentages arising from any nonratable increase in the Revolving Commitments under this Section. (Gc) as a condition precedent to such increase, the Borrower This Section shall deliver supersede any provisions in Sections 2.12 or 10.01 to the Administrative Agent a Pro Forma Compliance Certificate demonstrating that, upon giving effect to such increase, on a Pro Forma Basis, (1) the Loan Parties would be in compliance with the financial covenants set forth in Section 8.11 as of the first day of the four calendar quarter period ending as of the most recent calendar quarter end preceding the date of such increase with respect to which the Administrative Agent has received the Required Financial Information and (2) the Total Facility Outstandings do not exceed the Borrowing Basecontrary. (H) Schedule 2.01 shall be deemed revised to reflect the new Revolving Commitments and Applicable Percentages of the applicable Lenders. (I) the Borrower shall execute and provide new Notes to such Lenders as may request in connection herewith. (J) the Borrower shall pay all fees required in connection with such increase in the Aggregate Revolving Commitments and all costs and expenses (including attorneys’ costs and fees) incurred by the Administrative Agent in documenting or implementing such increase. (K) After giving effect to such increase, the Borrowing Base Leverage will not exceed fifty-five percent (55.0%).

Increase in Aggregate Revolving Commitments. The (a) Provided there exists no Default, upon notice to the Administrative Agent (which shall promptly notify the Lenders), the Borrower may, at any time and may from time to time, upon prior written notice by request an increase in the Borrower to Aggregate Revolving Commitments; provided, however, that (i) the Administrative Agent increase maximum amount of the Aggregate Revolving Commitments (but not the Letter of Credit Sublimit or the Swing Line Sublimit) with additional Revolving Commitments from any existing Lender with a Revolving Commitment or new Revolving Commitments from any other Eligible Assignee selected by the Borrower and reasonably acceptable after giving effect to the Administrative Agent, the L/C Issuer and the Swing Line Lender; provided that: (A) any such increase shall not exceed $650,000,000 and (ii) the Borrower may make a maximum of three such requests. The aggregate amount of any individual increase hereunder shall be in a minimum principal amount of $10,000,000 (and in integral multiples of $1,000,000 5,000,000 in excess thereof. (B) no Default or Event ). To achieve the full amount of Default shall exist a requested increase, the Borrower may solicit increased commitments from existing Lenders and be continuing at the time of any such increase. (C) also invite additional Eligible Assignees to become Lenders; provided, however, that no existing Lender shall be under any obligation obligated and/or required to accept an increase in its Revolving Commitment and any pursuant to this Section 2.14 unless it specifically consents to such decision whether increase in writing. Any Lender or Eligible Assignee agreeing to increase its Revolving Commitment shall be or provide a new Revolving Commitment pursuant to this Section 2.14 shall, in such Lender’s sole and absolute discretion. (D) (1) any new Lender shall join this Agreement by executing such joinder documents reasonably required by connection therewith, deliver to the Administrative Agent and/or (2) any existing Lender electing to increase its Commitment shall have executed a new commitment agreement reasonably in form and substance satisfactory to the Administrative AgentAgent and its counsel. (Eb) After giving effect to such increaseIf the Aggregate Revolving Commitments are increased in accordance with this Section, the Administrative Agent and the Borrower shall reallocate any outstanding Revolving Loans among determine the effective date (the “Increase Effective Date”) and the final allocation of such increase. The Administrative Agent shall promptly notify the Borrower and the Lenders of the final allocation of such increase and the Increase Effective Date and Schedule 2.01 hereto shall be deemed amended to the extent necessary to keep the outstanding Revolving Loans ratable with any revised Revolving Commitments arising from any nonratable reflect such increase in the Revolving Commitments under this Section. (F) as and final allocation. As a condition precedent to such increase, in addition to any deliveries pursuant to subsection (a) above, the Borrower shall deliver to the Administrative Agent each of the following in form and substance satisfactory to the Administrative Agent: (1) a certificate of each Loan Party the Borrower dated as of the date of such increase Increase Effective Date (in sufficient copies for each Lender) signed by a Responsible Officer of such Loan Party the Borrower (1i) certifying and attaching the resolutions adopted by such Loan Party the Borrower approving or consenting to such increase, and (2ii) in the case of the Borrower, certifying that, before and after giving effect to such increase, (xA) the representations and warranties contained in Article VI V and the other Loan Documents are true and correct in all material respects on and as of the date of such increaseIncrease Effective Date, except to the extent that such representations and warranties specifically refer to an earlier date, in which case they are true and correct in all material respects as of such earlier date date, and except that for purposes of this Section 2.14, the representations and warranties contained in (x) subsections (a), (b) and (yc) no Default or Event of Default exists. (G) as a condition precedent to such increase, the Borrower shall deliver to the Administrative Agent a Pro Forma Compliance Certificate demonstrating that, upon giving effect to such increase, on a Pro Forma Basis, (1) the Loan Parties would be in compliance with the financial covenants set forth in Section 8.11 as of the first day of the four calendar quarter period ending as of the most recent calendar quarter end preceding the date of such increase with respect to which the Administrative Agent has received the Required Financial Information and (2) the Total Facility Outstandings do not exceed the Borrowing Base. (H) Schedule 2.01 shall be deemed revised to reflect the new Revolving Commitments and Applicable Percentages of the applicable Lenders. (I) the Borrower shall execute and provide new Notes to such Lenders as may request in connection herewith. (J) the Borrower shall pay all fees required in connection with such increase in the Aggregate Revolving Commitments and all costs and expenses (including attorneys’ costs and fees) incurred by the Administrative Agent in documenting or implementing such increase. (K) After giving effect to such increase, the Borrowing Base Leverage will not exceed fifty-five percent (55.0%).CHAR1\1534066v6

Increase in Aggregate Revolving Commitments. The Borrower may, at any time and from time to time(a) Provided there exists no Default, upon prior written notice by the Borrower to the Administrative Agent (which shall promptly notify the Revolving Lenders), the Borrower may from time to time during the term of this Agreement request an increase in the Aggregate Revolving Commitments (but to an amount not exceeding $750,000,000 more than the Letter of Credit Sublimit or the Swing Line Sublimit) with additional Aggregate Revolving Commitments from in effect as of the Third Amendment Effective Date at any existing Lender with a Revolving Commitment or new Revolving Commitments from any other Eligible Assignee selected by the Borrower and reasonably acceptable to the Administrative Agent, the L/C Issuer and the Swing Line Lendertime; provided that: (A) that any such request for an increase shall be in a minimum principal amount of $10,000,000 and in integral multiples 5,000,000 or a whole multiple of $1,000,000 in excess thereof. (B) no Default or Event of Default shall exist and be continuing at . At the time of any sending such increase. notice, the Borrower (Cin consultation with the Administrative Agent) shall specify the time period within which each Revolving Lender is requested to respond (which shall in no existing event be less than ten Business Days from the date of delivery of such notice to the Revolving Lenders). Each Revolving Lender shall be under any obligation to increase its Commitment and any notify the Administrative Agent within such decision time period whether or not it agrees to increase its Revolving Commitment and, if so, whether by an amount equal to, greater than, or less than its Pro Rata Share of such requested increase. Any Revolving Lender not responding within such time period shall be in such Lender’s sole and absolute discretion. (D) (1) any new Lender shall join this Agreement by executing such joinder documents reasonably required by the Administrative Agent and/or (2) any existing Lender electing deemed to have declined to increase its Commitment Revolving Commitment. The Administrative Agent shall have executed notify the Borrower and each Revolving Lender of the Revolving Lenders’ responses to each request made hereunder. To achieve the full amount of a commitment requested increase, the Borrower may also invite additional Eligible Assignees to become Revolving Lenders pursuant to a joinder agreement reasonably in form and substance satisfactory to the Administrative AgentAgent and its counsel. (Eb) After giving effect to such increaseIf the Aggregate Revolving Commitments are increased in accordance with this Section, the Administrative Agent and the Borrower shall reallocate any outstanding Revolving Loans among determine the Lenders to effective date (the extent necessary to keep “Increase Effective Date”) and the outstanding Revolving Loans ratable with any revised Revolving Commitments arising from any nonratable increase in final allocation of such increase. The Administrative Agent shall promptly notify the Borrower and the Revolving Commitments under this Section. (F) as Lenders of the final allocation of such increase and the Increase Effective Date. As a condition precedent to such increase, the Borrower shall deliver have provided to the Administrative Agent the following, in form and substance reasonably satisfactory to the Administrative Agent: (i) copies of corporate resolutions certified by the Secretary or Assistant Secretary of the General Partner, or such other evidence as may be satisfactory to the Administrative Agent, demonstrating that Borrower’s incurrence of indebtedness hereunder in the amount of the Aggregate Revolving Commitments as increased pursuant to this Section 2.15 and with a maturity date of the Stated Maturity Date, has been duly authorized by all necessary corporate action, together with an opinion of counsel to the Borrower (which, as to certain matters as agreed by the Administrative Agent, may be internal counsel) to such effect, (ii) a certificate of each Loan Party dated as of the date of such increase Increase Effective Date (in sufficient copies for each Lender) signed by a Responsible Officer of such Loan Party (1) certifying and attaching the resolutions adopted by such Loan Party approving or consenting to such increaseGeneral Partner, and (2) in the case on behalf of the Borrower, certifying that, before and after giving effect to such increase, (xA) the representations and warranties contained in Article VI V (including without limitation the representation and warranties set forth in Sections 5.04(d) and 5.05) and the other Loan Documents are true and correct in all material respects (or, if qualified by materiality or Material Adverse Effect, in all respects) on and as of the date Increase Effective Date, (or, if such representation speaks as of such increase, except to the extent that such representations and warranties specifically refer to an earlier date, in which case they are true and correct in all material respects as of such earlier date and date), (yB) no Default or Event of Default exists. exists and (GC) as a condition precedent to such increase, the Borrower shall deliver to the Administrative Agent a Pro Forma Compliance Certificate demonstrating that, upon giving effect to such increaseis in compliance, on a Pro Forma Basispro forma basis, (1) the Loan Parties would be in compliance with the financial covenants set forth in Section 8.11 7.02 hereof, and (iii) an opinion of counsel to the Borrower (which, as of to certain matters as agreed by the first day of Administrative Agent, may be internal counsel) as to such customary matters regarding the four calendar quarter period ending transactions contemplated by this Section 2.15 as of the most recent calendar quarter end preceding the date of such increase with respect to which the Administrative Agent has received may reasonably request and in form and substance reasonably satisfactory to the Required Financial Information and (2) the Total Facility Outstandings do not exceed the Borrowing BaseAdministrative Agent. (Hc) Schedule 2.01 The Borrower shall be deemed prepay any Committed Loans outstanding on the Increase Effective Date (and pay any additional amounts required pursuant to Section 3.05) to the extent necessary to keep the outstanding Committed Loans ratable with any revised to reflect Pro Rata Shares arising from any nonratable increase in the new Revolving Commitments and Applicable Percentages of the applicable Lendersunder this Section. (Id) This Section shall supersede any provisions in Sections 2.12 or 10.01 to the Borrower shall execute and provide new Notes to such Lenders as may request in connection herewithcontrary. (J) the Borrower shall pay all fees required in connection with such increase in the Aggregate Revolving Commitments and all costs and expenses (including attorneys’ costs and fees) incurred by the Administrative Agent in documenting or implementing such increase. (K) After giving effect to such increase, the Borrowing Base Leverage will not exceed fifty-five percent (55.0%).

Increase in Aggregate Revolving Commitments. The Borrower may, at any time and from time to time, upon prior written notice by the Borrower to the Administrative Agent increase the Aggregate Revolving Commitments (but not the Letter of Credit Sublimit or the Swing Line Sublimit) with additional Revolving Commitments from any existing Lender with a Revolving Commitment or new Revolving Commitments from any other Eligible Assignee selected by the Borrower and reasonably acceptable to the Administrative Agent, the any L/C Issuer and the Swing Line Lender; provided that: (A) any such increase shall be in a minimum principal amount of $10,000,000 and in integral multiples of $1,000,000 in excess thereof. (B) no Default or Event of Default shall exist and be continuing at the time of any such increase. (C) no existing Lender shall be under any obligation to increase its Commitment and any such decision whether to increase its Revolving Commitment shall be in such Lender’s sole and absolute discretion. (D) (1) any new Lender shall join this Agreement by executing such joinder documents reasonably required by the Administrative Agent and/or (2) any existing Lender electing to increase its Commitment shall have executed a commitment agreement reasonably satisfactory to the Administrative Agent. (E) After giving effect to such increase, the Administrative Agent shall reallocate any outstanding Revolving Loans among the Lenders to the extent necessary to keep the outstanding Revolving Loans ratable with any revised Revolving Commitments arising from any nonratable increase in the Revolving Commitments under this Section. (F) as a condition precedent to such increase, the Borrower shall deliver to the Administrative Agent a certificate of each Loan Party dated as of the date of such increase (in sufficient copies for each Lender) signed by a Responsible Officer of such Loan Party (1) certifying and attaching the resolutions adopted by such Loan Party approving or consenting to such increase, and (2) in the case of the Borrower, certifying that, before and after giving effect to such increase, (x) the representations and warranties contained in Article VI and the other Loan Documents are true and correct in all material respects on and as of the date of such increase, except to the extent that such representations and warranties specifically refer to an earlier date, in which case they are true and correct in all material respects as of such earlier date and (y) no Default or Event of Default exists. (G) as a condition precedent to such increase, the Borrower shall deliver to the Administrative Agent a Pro Forma Compliance Certificate demonstrating that, upon giving effect to such increase, on a Pro Forma Basis, (1) the Loan Parties would be in compliance with the financial covenants set forth in Section 8.11 as of the first day of the four calendar quarter period ending as of the most recent calendar quarter end preceding the date of such increase with respect to which the Administrative Agent has received the Required Financial Information and (2) the Total Facility Outstandings do not exceed the Borrowing Base. (H) Schedule 2.01 shall be deemed revised to reflect the new Revolving Commitments and Applicable Percentages of the applicable Lenders. (I) the Borrower shall execute and provide new Notes to such Lenders as may request in connection herewith. (J) the Borrower shall pay all fees required in connection with such increase in the Aggregate Revolving Commitments and all costs and expenses (including attorneys’ costs and fees) incurred by the Administrative Agent in documenting or implementing such increase. (K) After giving effect to such increase, the Borrowing Base Leverage will not exceed fifty-five percent (55.0%).

Increase in Aggregate Revolving Commitments. The Borrower may, at any time and from time Aggregate Revolving Commitments are increased pursuant to time, upon prior written notice Section 2.16 of the Credit Agreement to $70,000,000. The Revolving Commitment of each Incremental Lender is increased by the Borrower amount set forth opposite such Lender’s name on Exhibit A attached hereto. Immediately after giving effect to the Administrative Agent such increase of the Aggregate Revolving Commitments (but not and the Letter increase of Credit Sublimit or the Swing Line Sublimit) with additional Revolving Commitments from any existing Lender with a each Incremental Lender’s Revolving Commitment or new Revolving Commitments as set forth on Exhibit A attached hereto, each Lender shall be deemed to, and hereby irrevocably and unconditionally agrees to, purchase from any other Eligible Assignee selected by the Borrower and reasonably acceptable to the Administrative Agent, (x) the L/C Issuer a risk participation in each outstanding Letter of Credit in an amount equal to the product of such Lender’s Applicable Percentage times the amount of such Letter of Credit and (y) the Swing Line Lender; provided that: (A) any such increase shall be Lender a risk participation in a minimum principal each outstanding Swing Line Loan in an amount equal to the product of $10,000,000 and in integral multiples of $1,000,000 in excess thereof. (B) no Default or Event of Default shall exist and be continuing at the time of any such increase. (C) no existing Lender shall be under any obligation to increase its Commitment and any such decision whether to increase its Revolving Commitment shall be in such Lender’s sole and absolute discretion. (D) (1) Applicable Percentage times the amount of such Swing Line Loan. If any new Revolving Loans are outstanding on the date hereof, each Incremental Lender shall join this Agreement by executing such joinder documents reasonably required make Revolving Loans, the proceeds of which shall be applied by the Administrative Agent and/or (2) any to prepay Revolving Loans of the existing Lender electing to increase its Commitment shall have executed a commitment agreement reasonably satisfactory to the Administrative Agent. (E) After Lenders, in an amount necessary such that after giving effect to such increase, the Administrative Agent shall reallocate any outstanding Revolving Loans among the Lenders to the extent necessary to keep thereto the outstanding Revolving Loans ratable are held ratably among all of the Lenders with any revised a Revolving Commitment (based on its Applicable Percentage of the Aggregate Revolving Commitments arising from any nonratable increase in the Revolving Commitments under this Section. (Fset for opposite such Lender’s name on Exhibit A attached hereto) as a condition precedent to such increase, the Borrower shall deliver to the Administrative Agent a certificate of each Loan Party dated as of the date of such increase (in sufficient copies for each Lender) signed by a Responsible Officer of such Loan Party (1) certifying and attaching the resolutions adopted by such Loan Party approving or consenting to such increase, and (2) in the case of the Borrower, certifying that, before and after giving effect to such increase, (x) the representations and warranties contained in Article VI and the other Loan Documents are true and correct in all material respects on and as of the date of such increase, except to the extent that such representations and warranties specifically refer to an earlier date, in which case they are true and correct in all material respects as of such earlier date and (y) no Default or Event of Default exists. (G) as a condition precedent to such increase, the Borrower shall deliver to the Administrative Agent a Pro Forma Compliance Certificate demonstrating that, upon giving effect to such increase, on a Pro Forma Basis, (1) the Loan Parties would be in compliance with the financial covenants set forth in Section 8.11 as of the first day of the four calendar quarter period ending as of the most recent calendar quarter end preceding the date of such increase with respect to which the Administrative Agent has received the Required Financial Information and (2) the Total Facility Outstandings do not exceed the Borrowing Base. (H) Schedule 2.01 shall be deemed revised to reflect the new Revolving Commitments and Applicable Percentages of the applicable Lenders. (I) the Borrower shall execute and provide new Notes to such Lenders as may request in connection herewith. (J) the Borrower shall pay all fees any amounts required in connection with pursuant to Section 3.05 of the Credit Agreement as a result of any such increase in the Aggregate prepayment of Revolving Commitments and all costs and expenses (including attorneys’ costs and fees) incurred by the Administrative Agent in documenting or implementing such increase. (K) After giving effect to such increase, the Borrowing Base Leverage will not exceed fifty-five percent (55.0%).Loans of existing Lenders. EAST\136442819.1

Increase in Aggregate Revolving Commitments. The Borrower may, at any time and from time to time(a) Provided there exists no Default, upon prior written notice by the Borrower to the Administrative Agent (which shall promptly notify the Revolving Lenders), the Borrower may from time to time during the term of this Agreement request an increase in the Aggregate Revolving Commitments (but to an amount not the Letter of Credit Sublimit or the Swing Line Sublimit) with additional Revolving Commitments from exceeding $3,750,000,000 at any existing Lender with a Revolving Commitment or new Revolving Commitments from any other Eligible Assignee selected by the Borrower and reasonably acceptable to the Administrative Agent, the L/C Issuer and the Swing Line Lendertime; provided that: (A) that any such request for an increase shall be in a minimum principal amount of $10,000,000 and in integral multiples 5,000,000 or a whole multiple of $1,000,000 in excess thereof. (B) no Default or Event of Default shall exist and be continuing at . At the time of any sending such increase. notice, the Borrower (Cin consultation with the Administrative Agent) shall specify the time period within which each Revolving Lender is requested to respond (which shall in no existing event be less than ten Business Days from the date of delivery of such notice to the Revolving Lenders). Each Revolving Lender shall be under any obligation to increase its Commitment and any notify the Administrative Agent within such decision time period whether or not it agrees to increase its Revolving Commitment and, if so, whether by an amount equal to, greater than, or less than its Pro Rata Share of such requested increase. Any Revolving Lender not responding within such time period shall be in such Lender’s sole and absolute discretion. (D) (1) any new Lender shall join this Agreement by executing such joinder documents reasonably required by the Administrative Agent and/or (2) any existing Lender electing deemed to have declined to increase its Commitment Revolving Commitment. The Administrative Agent shall have executed notify the Borrower and each Revolving Lender of the Revolving Lenders’ responses to each request made hereunder. To achieve the full amount of a commitment requested increase, the Borrower may also invite additional Eligible Assignees to become Revolving Lenders pursuant to a joinder agreement reasonably in form and substance satisfactory to the Administrative AgentAgent and its counsel. (Eb) After giving effect to such increaseIf the Aggregate Revolving Commitments are increased in accordance with this Section, the Administrative Agent and the Borrower shall reallocate any outstanding Revolving Loans among determine the Lenders to effective date (the extent necessary to keep “Increase Effective Date”) and the outstanding Revolving Loans ratable with any revised Revolving Commitments arising from any nonratable increase in final allocation of such increase. The Administrative Agent shall promptly notify the Borrower and the Revolving Commitments under this Section. (F) as Lenders of the final allocation of such increase and the Increase Effective Date. As a condition precedent to such increase, the Borrower shall deliver have provided to the Administrative Agent the following, in form and substance reasonably satisfactory to the Administrative Agent: (i) copies of corporate resolutions certified by the Secretary or Assistant Secretary of the General Partner, or such other evidence as may be satisfactory to the Administrative Agent, demonstrating that Borrower’s incurrence of indebtedness hereunder in the amount of the Aggregate Revolving Commitments as increased pursuant to this Section 2.15 and with a maturity date of the Stated Maturity Date, has been duly authorized by all necessary corporate action, together with an opinion of counsel to the Borrower (which, as to certain matters as agreed by the Administrative Agent, may be internal counsel) to such effect, (ii) a certificate of each Loan Party dated as of the date of such increase Increase Effective Date (in sufficient copies for each Lender) signed by a Responsible Officer of such Loan Party (1) certifying and attaching the resolutions adopted by such Loan Party approving or consenting to such increaseGeneral Partner, and (2) in the case on behalf of the Borrower, certifying that, before and after giving effect to such increase, (xA) the representations and warranties contained in Article VI V (including without limitation the representation and warranties set forth in Sections 5.04(d) and 5.05) and the other Loan Documents are true and correct in all material respects (or, if qualified by materiality or Material Adverse Effect, in all respects) on and as of the date Increase Effective Date, (or, if such representation speaks as of such increase, except to the extent that such representations and warranties specifically refer to an earlier date, in which case they are true and correct in all material respects as of such earlier date and date), (yB) no Default or Event of Default exists. exists and (GC) as a condition precedent to such increase, the Borrower shall deliver to the Administrative Agent a Pro Forma Compliance Certificate demonstrating that, upon giving effect to such increaseis in compliance, on a Pro Forma Basispro forma basis, (1) the Loan Parties would be in compliance with the financial covenants set forth in Section 8.11 7.02 hereof, and (iii) an opinion of counsel to the Borrower (which, as of to certain matters as agreed by the first day of Administrative Agent, may be internal counsel) as to such customary matters regarding the four calendar quarter period ending transactions contemplated by this Section 2.15 as of the most recent calendar quarter end preceding the date of such increase with respect to which the Administrative Agent has received may reasonably request and in form and substance reasonably satisfactory to the Required Financial Information and (2) the Total Facility Outstandings do not exceed the Borrowing BaseAdministrative Agent. (Hc) Schedule 2.01 The Borrower shall be deemed prepay any Committed Loans outstanding on the Increase Effective Date (and pay any additional amounts required pursuant to Section 3.05) to the extent necessary to keep the outstanding Committed Loans ratable with any revised to reflect Pro Rata Shares arising from any nonratable increase in the new Revolving Commitments and Applicable Percentages of the applicable Lendersunder this Section. (Id) This Section shall supersede any provisions in Sections 2.12 or 10.01 to the Borrower shall execute and provide new Notes to such Lenders as may request in connection herewithcontrary. (J) the Borrower shall pay all fees required in connection with such increase in the Aggregate Revolving Commitments and all costs and expenses (including attorneys’ costs and fees) incurred by the Administrative Agent in documenting or implementing such increase. (K) After giving effect to such increase, the Borrowing Base Leverage will not exceed fifty-five percent (55.0%).

Increase in Aggregate Revolving Commitments. The Borrower may, at any time and from time to time, upon prior written notice by the Borrower to the Administrative Agent increase the Aggregate Revolving Commitments (but not the Letter of Credit Sublimit or the Swing Line Swingline Sublimit) with additional Revolving Commitments Commitment(s) from any existing Lender with a Revolving Commitment or new Revolving Commitments Commitment(s) from any other Eligible Assignee Person selected by the Borrower and reasonably acceptable to the Administrative Agent, the L/C Issuer Issuing Bank and the Swing Line Swingline Lender; provided that, subject to the following: (Ai) the aggregate principal amount of all increases in the Aggregate Revolving Commitments pursuant to this Section 2.1(c) shall not exceed $50,000,000; (ii) any such increase shall be in a minimum principal amount of $10,000,000 and in integral multiples of $1,000,000 in excess thereof.; (Biii) after giving effect to the incurrence of any such increase in the Aggregate Revolving Commitments (and giving effect to any Credit Extension to occur substantially simultaneously with such effectiveness), and the application of the proceeds therefrom, no Default or Event of Default shall exist and exist; (iv) the Borrower shall be continuing at in compliance, on a pro forma basis (as provided in Section 1.3) with the time financial covenants set forth in Section 8.7 as of any the effective date of such increase.; (Cv) no existing Lender shall be under any obligation to increase its Revolving Commitment and any such decision whether to increase its Revolving Commitment shall be in such Lender’s sole and absolute discretion.; (D) (1) any new Lender providing a Revolving Commitment in connection with any increase in the Aggregate Revolving Commitments shall join this Agreement by executing such joinder documents reasonably required by the Administrative Agent and/or (2) any existing Lender electing to increase its Revolving Commitment shall have executed a commitment agreement reasonably satisfactory to the Administrative Agent.; (Evii) After giving effect any such increase in the Aggregate Revolving Commitments shall be subject to such increase, receipt by the Administrative Agent shall reallocate any outstanding Revolving Loans among the Lenders to the extent necessary to keep the outstanding Revolving Loans ratable with any revised Revolving Commitments arising from any nonratable increase in the Revolving Commitments under this Section. (F) as a condition precedent to such increase, the Borrower shall deliver to the Administrative Agent of a certificate of each Loan Party the Borrower dated as of the date of such increase (in sufficient copies for each Lender) signed by a Responsible an Authorized Officer of such Loan Party the Borrower (1A) certifying and attaching the resolutions adopted by such Loan Party the Borrower and each Guarantor approving or consenting to such increase, and (2B) in the case certifying that (1) as of the Borrowerdate of effectiveness thereof, certifying that, before and after giving effect to such increase, (x) the representations and warranties contained in Article VI Section 6 and in the other Loan Credit Documents are true and correct in all material respects on and as of the date of such increase, except to the extent that such representations and warranties specifically refer to an earlier date, in which case they are true and correct in all material respects as of such earlier date date, and except that for purposes of this Section 2.1(c), the representations and warranties contained in Section 6.7 shall be deemed to refer to the most recent statements furnished pursuant to clauses (a) and (yb) no Default or Event of Default exists.Section 7.1, and (2) the conditions in clauses (iii) and (iv) above are satisfied; (Gviii) as each such increase of the Aggregate Revolving Commitments shall be on the same terms as, and be part of, the existing Aggregate Revolving Commitments hereunder; and (ix) upon each increase of the Aggregate Revolving Commitments hereunder, (A) each Lender having a condition precedent Revolving Commitment immediately prior to such increase will automatically and without further act be deemed to have assigned to each Lender providing a portion of such increase (each, a “Revolving Credit Increase Lender”) in respect of such increase, the Borrower shall deliver and each such Revolving Credit Increase Lender will automatically and without further act be deemed to the Administrative Agent have assumed, a Pro Forma Compliance Certificate demonstrating portion of such Lender’s participations hereunder in outstanding Letters of Credit and Swingline Loans such that, upon after giving effect to each such deemed assignment and assumption of participations, the percentage of the aggregate outstanding (1) participations hereunder in Letters of Credit and (2) participations hereunder in Swingline Loans, will, in each case, equal each Lender’s Revolving Commitment Percentage (after giving effect to such increase) and (B) if, on a Pro Forma Basis, (1) the Loan Parties would be in compliance with the financial covenants set forth in Section 8.11 as of the first day of the four calendar quarter period ending as of the most recent calendar quarter end preceding the date of such increase with respect to which there are any Revolving Loans outstanding, the Lenders shall make such payments among themselves as the Administrative Agent has received may reasonably request to the Required Financial Information extent necessary to keep the outstanding Revolving Loans ratable with any revised Revolving Commitment Percentages arising from such increase, and (2) the Total Facility Outstandings do not exceed the Borrowing Base. (H) Schedule 2.01 shall be deemed revised to reflect the new Revolving Commitments and Applicable Percentages of the applicable Lenders. (I) the Borrower shall execute and provide new Notes to such Lenders as may request in connection herewith. (J) the Borrower shall pay all fees to the applicable Lenders any amounts required to be paid pursuant to Section 3.1(c) in connection with such increase in payments among the Aggregate Lenders as if such payments were effected by prepayments of Revolving Commitments and all costs and expenses (including attorneys’ costs and fees) incurred by the Administrative Agent in documenting or implementing such increaseLoans. (K) After giving effect to such increase, the Borrowing Base Leverage will not exceed fifty-five percent (55.0%).

Increase in Aggregate Revolving Commitments. The Borrower may, Company may at any time after the FifthSixth Amendment Effective Date and from time to time, upon prior written notice by the Borrower to the Administrative Agent increase the Aggregate Revolving Commitments (but not the Letter of Credit Sublimit or the Swing Line Sublimit) with additional Revolving Commitments from any existing Lender with a Revolving Commitment or new Revolving Commitments from any other Eligible Assignee selected by the Borrower and reasonably acceptable Company to the Administrative Agent, the L/C Issuer and the Swing Line Lenderinstitute one or more Incremental Revolving Credit Increases; provided provided, that: (A) any such increase shall be in a minimum principal amount of $10,000,000 10 million (or, if less, the remaining amount of the Incremental Cap) and in integral multiples of $1,000,000 5 million (or, if less, the remaining amount of the Incremental Cap) in excess thereof.; (B) no Default or Event of Default shall exist and be continuing at the time of any such increase.; (C) no existing Lender shall be under any obligation to increase its Revolving Commitment and any such decision whether to increase its Revolving Commitment shall be in such Lender’s sole and absolute discretion.; (D) (1) any new Lender shall join this Agreement by executing such joinder documents reasonably required by the Administrative Agent and/or (2) any existing Lender electing to increase its Revolving Commitment shall have executed a commitment agreement reasonably satisfactory to the Administrative Agent.; and (E) After giving effect to such increase, the Administrative Agent shall reallocate any outstanding Revolving Loans among the Lenders to the extent necessary to keep the outstanding Revolving Loans ratable with any revised Revolving Commitments arising from any nonratable increase in the Revolving Commitments under this Section. (F) as a condition precedent to such increase, the Borrower Company shall deliver to the Administrative Agent a certificate of each Loan Party dated as of the date of such increase (in sufficient copies for each Lender) signed by a Responsible Officer of such Loan Party (1) certifying and attaching the resolutions adopted by such Loan Party approving or consenting to such increase, and (2) in the case of the BorrowerCompany, certifying that, before immediately prior to and immediately after giving effect to such increase, (x) the representations and warranties of the Company and each other Loan Party contained in Article VI and the other Loan Documents are true and correct in all material respects (and in all respects if any such representation or warranty is already qualified by materiality or reference to Material Adverse Effect) on and as of the date of such increase, except to the extent that such representations and warranties specifically refer to an earlier date, in which case they are true and correct in all material respects (and in all respects if any such representation or warranty is already qualified by materiality or reference to Material Adverse Effect) as of such earlier date, and except that for purposes of this Section 2.02(f)(i), (i) the representations and warranties contained in subsections (a) and (b) of Section 6.05 shall be deemed to refer to the most recent statements furnished pursuant to clauses (a) and (b), respectively, of Section 7.01 and (ii) following the Collateral Release (if such event occurs) and prior to the Collateral Reinstatement date (if such date occurs), the representations and warranties contained in Section 6.19 shall not apply, and (y) no Default or Event of Default exists. (G) as a condition precedent to such increase, the Borrower . The applicable Borrowers shall deliver to the Administrative Agent a Pro Forma Compliance Certificate demonstrating that, upon giving effect to such increase, prepay any Revolving Loans owing by them and outstanding on a Pro Forma Basis, (1) the Loan Parties would be in compliance with the financial covenants set forth in Section 8.11 as of the first day of the four calendar quarter period ending as of the most recent calendar quarter end preceding the date of any such increase (and pay any additional amounts required pursuant to Section 3.05) to the extent necessary to keep the outstanding Revolving Loans ratable with respect to which the Administrative Agent has received the Required Financial Information and (2) the Total Facility Outstandings do not exceed the Borrowing Base. (H) Schedule 2.01 shall be deemed any revised to reflect the new Revolving Commitments and Applicable Percentages of the applicable Lenders. (I) the Borrower shall execute and provide new Notes to such Lenders as may request in connection herewith. (J) the Borrower shall pay all fees required in connection with such arising from any nonratable increase in the Aggregate Revolving Commitments and all costs and expenses (including attorneys’ costs and fees) incurred by the Administrative Agent in documenting or implementing such increase. (K) After giving effect to such increase, the Borrowing Base Leverage will not exceed fifty-five percent (55.0%under this Section 2.02(f)(i).

Increase in Aggregate Revolving Commitments. The Borrower Company may, at any time and from time to time, upon prior written notice by the Borrower to the Administrative Agent increase the Aggregate Revolving Commitments (but not the Letter of Credit Sublimit, the Alternative Currency Sublimit or the Swing Line Sublimit) by a maximum aggregate amount of up to the sum of (x) ONE HUNDRED FIFTY MILLION DOLLARS ($150,000,000) less (y) the amount, if any, of an institution of the Incremental Term Loan pursuant to clause (ii) below, with additional Revolving Commitments from any existing Lender with a Revolving Commitment or new Revolving Commitments from any other Eligible Assignee Person (other than any Borrower or any Affiliate or Subsidiary of any Borrower) selected by the Borrower Borrowers and reasonably acceptable to the Administrative Agent, Agent and the L/C Issuer and the Swing Line LenderIssuer; provided that: (A) any such increase shall be in a minimum principal amount of $10,000,000 and in integral multiples of $1,000,000 in excess thereof.; (B) no Default or Event of Default shall exist and be continuing at the time of any such increase., or after giving effect to any such increase; (C) no existing Lender shall be under any obligation to increase its Commitment and any such decision whether to increase its Revolving Commitment shall be in such Lender’s sole and absolute discretion.; (D) (1) any new Lender shall join this Agreement by executing such a joinder documents reasonably required by agreement in substantially the Administrative Agent form of Exhibit I and/or (2) any existing Lender electing to increase its Revolving Commitment shall have executed a commitment agreement reasonably in form and substance satisfactory to the Administrative Agent.; (E) After a Responsible Officer of the Parent shall deliver to the Administrative Agent a Pro Forma Compliance Certificate demonstrating that, upon giving effect to any such increase, the Administrative Agent shall reallocate any outstanding Revolving Loans among the Lenders to the extent necessary to keep the outstanding Revolving Loans ratable with any revised Revolving Commitments arising from any nonratable increase in the Revolving Commitments under this Section.on a Pro Forma Basis, the Loan Parties would be in compliance with the financial covenants set forth in Section 8.11 as of the most recent fiscal quarter for which the Company was required to deliver financial statements pursuant to Section 7.01(a) or (b); and (F) as a condition precedent to such increase, the Borrower Company shall deliver to the Administrative Agent a certificate of each Loan Party dated as of the date of such increase (in sufficient copies for each Lender) signed by a Responsible Officer of such Loan Party (1) certifying and attaching the resolutions adopted by such Loan Party approving or consenting to such increase, and (2) in the case of the BorrowerCompany, certifying that, before and after giving effect to such increase, (x) the representations and warranties contained in Article VI and the other Loan Documents are true and correct in all material respects on and as of the date of such increase, except to the extent that such representations and warranties specifically refer to an earlier date, in which case they are true and correct in all material respects as of such earlier date date, and except that for purposes of this Section 2.02(f), the representations and warranties contained in subsections (a) and (b) of Section 6.05 shall be deemed to refer to the most recent statements furnished pursuant to clauses (a) and (b), respectively, of Section 7.01, and (y) no Default or Event of Default exists. (G) as a condition precedent to such increase, the Borrower . The Company shall deliver to the Administrative Agent a Pro Forma Compliance Certificate demonstrating that, upon giving effect to such increase, prepay any Loans owing by it and outstanding on a Pro Forma Basis, (1) the Loan Parties would be in compliance with the financial covenants set forth in Section 8.11 as of the first day of the four calendar quarter period ending as of the most recent calendar quarter end preceding the date of any such increase (and pay any additional amounts required pursuant to Section 3.05) to the extent necessary to keep the outstanding Loans ratable with respect to which the Administrative Agent has received the Required Financial Information and (2) the Total Facility Outstandings do not exceed the Borrowing Base. (H) Schedule 2.01 shall be deemed any revised to reflect the new Revolving Commitments and Applicable Percentages of the applicable Lenders. (I) the Borrower shall execute and provide new Notes to such Lenders as may request in connection herewith. (J) the Borrower shall pay all fees required in connection with such arising from any nonratable increase in the Aggregate Revolving Commitments and all costs and expenses (including attorneys’ costs and fees) incurred by the Administrative Agent in documenting or implementing such increaseunder this Section. (K) After giving effect to such increase, the Borrowing Base Leverage will not exceed fifty-five percent (55.0%).

Increase in Aggregate Revolving Commitments. The Borrower may, at any time and from time to time, upon prior written notice by the Borrower to the Administrative Agent increase the Aggregate Revolving Commitments (but not the Letter of Credit Sublimit or the Swing Line Sublimit) with additional Revolving Commitments from any existing Lender with a Revolving Commitment or new Revolving Commitments from any other Eligible Assignee selected by the Borrower and reasonably acceptable to the Administrative Agent, the any L/C Issuer and the Swing Line Lender; provided that: (A) any such increase shall be in a minimum principal amount of $10,000,000 and in integral multiples of $1,000,000 in excess thereof. (B) no Default or Event of Default shall exist and be continuing at the time of any such increase. (C) no existing Lender shall be under any obligation to increase its Commitment and any such decision whether to increase its Revolving Commitment shall be in such Lender’s sole and absolute discretion. (D) (1) any new Lender shall join this Agreement by executing such joinder documents reasonably required by the Administrative Agent and/or (2) any existing Lender electing to increase its Commitment shall have executed a commitment agreement reasonably satisfactory to the Administrative Agent. (E) After giving effect to such increase, the Administrative Agent shall reallocate any outstanding Revolving Loans among the Lenders to the extent necessary to keep the outstanding Revolving Loans ratable with any revised Revolving Commitments arising from any nonratable increase in the Revolving Commitments under this Section. (F) as a condition precedent to such increase, the Borrower shall deliver to the Administrative Agent a certificate of each Loan Party dated as of the date of such increase (in sufficient copies for each Lender) signed by a Responsible Officer of such Loan Party (1) certifying and attaching the resolutions adopted by such Loan Party approving or consenting to such increase, and (2) in the case of the Borrower, certifying that, before and after giving effect to such increase, (x) the representations and warranties contained in Article VI and the other Loan Documents are true and correct in all material respects on and as of the date of such increase, except to the extent that such representations and warranties specifically refer to an earlier date, in which case they are true and correct in all material respects as of such earlier date and (y) no Default or Event of Default exists. (G) as a condition precedent to such increase, the Borrower shall deliver to the Administrative Agent a Pro Forma Compliance Certificate demonstrating that, upon giving effect to such increase, on a Pro Forma Basis, (1) the Loan Parties would be in compliance with the financial covenants set forth in Section 8.11 as of the first day of the four calendar quarter period ending as of the most recent calendar quarter end preceding the date of such increase with respect to which the Administrative Agent has received the Required Financial Information and (2) the Total Facility Outstandings do not exceed the Borrowing Base. (H) Schedule 2.01 shall be deemed revised to reflect the new Revolving Commitments and Applicable Percentages of the applicable Lenders. (I) the Borrower shall execute and provide new Notes to such Lenders as may request in connection herewith. (J) the Borrower shall pay all fees required in connection with such increase in the Aggregate Revolving Commitments and all costs and expenses (including attorneys’ costs and fees) incurred by the Administrative Agent in documenting or implementing such increase. (K) After giving effect to such increase, the Borrowing Base Leverage will not exceed fifty-five percent (55.0%).

Increase in Aggregate Revolving Commitments. The Borrower may, at any time and from time to timeProvided there exists no Default, upon prior written notice by the Borrower to the Administrative Agent (which shall promptly notify the Revolving Lenders), the Borrower may from time to time during the term of this Agreement request an increase in the Aggregate Revolving Commitments (but to an amount not exceeding $750,000,000 more than the Letter of Credit Sublimit or the Swing Line Sublimit) with additional Aggregate Revolving Commitments from in effect as of the Third Amendment Effective Date at any existing Lender with a Revolving Commitment or new Revolving Commitments from any other Eligible Assignee selected by the Borrower and reasonably acceptable to the Administrative Agent, the L/C Issuer and the Swing Line Lendertime; provided that: (A) that any such request for an increase shall be in a minimum principal amount of $10,000,000 and in integral multiples 5,000,000 or a whole multiple of $1,000,000 in excess thereof. (B) no Default or Event of Default shall exist and be continuing at . At the time of any sending such increase. notice, the Borrower (Cin consultation with the Administrative Agent) shall specify the time period within which each Revolving Lender is requested to respond (which shall in no existing event be less than ten Business Days from the date of delivery of such notice to the Revolving Lenders). Each Revolving Lender shall be under any obligation to increase its Commitment and any notify the Administrative Agent within such decision time period whether or not it agrees to increase its Revolving Commitment and, if so, whether by an amount equal to, greater than, or less than its Pro Rata Share of such requested increase. Any Revolving Lender not responding within such time period shall be in such Lender’s sole and absolute discretion. (D) (1) any new Lender shall join this Agreement by executing such joinder documents reasonably required by the Administrative Agent and/or (2) any existing Lender electing deemed to have declined to increase its Commitment Revolving Commitment. The Administrative Agent shall have executed notify the Borrower and each Revolving Lender of the Revolving Lenders’ responses to each request made hereunder. To achieve the full amount of a commitment requested increase, the Borrower may also invite additional Eligible Assignees to become Revolving Lenders pursuant to a joinder agreement reasonably in form and substance satisfactory to the Administrative AgentAgent and its counsel. (E) After giving effect to such increase, the Administrative Agent shall reallocate any outstanding Revolving Loans among the Lenders to the extent necessary to keep the outstanding Revolving Loans ratable with any revised Revolving Commitments arising from any nonratable increase in the Revolving Commitments under this Section. (F) as a condition precedent to such increase, the Borrower shall deliver to the Administrative Agent a certificate of each Loan Party dated as of the date of such increase (in sufficient copies for each Lender) signed by a Responsible Officer of such Loan Party (1) certifying and attaching the resolutions adopted by such Loan Party approving or consenting to such increase, and (2) in the case of the Borrower, certifying that, before and after giving effect to such increase, (x) the representations and warranties contained in Article VI and the other Loan Documents are true and correct in all material respects on and as of the date of such increase, except to the extent that such representations and warranties specifically refer to an earlier date, in which case they are true and correct in all material respects as of such earlier date and (y) no Default or Event of Default exists. (G) as a condition precedent to such increase, the Borrower shall deliver to the Administrative Agent a Pro Forma Compliance Certificate demonstrating that, upon giving effect to such increase, on a Pro Forma Basis, (1) the Loan Parties would be in compliance with the financial covenants set forth in Section 8.11 as of the first day of the four calendar quarter period ending as of the most recent calendar quarter end preceding the date of such increase with respect to which the Administrative Agent has received the Required Financial Information and (2) the Total Facility Outstandings do not exceed the Borrowing Base. (H) Schedule 2.01 shall be deemed revised to reflect the new Revolving Commitments and Applicable Percentages of the applicable Lenders. (I) the Borrower shall execute and provide new Notes to such Lenders as may request in connection herewith. (J) the Borrower shall pay all fees required in connection with such increase in the Aggregate Revolving Commitments and all costs and expenses (including attorneys’ costs and fees) incurred by the Administrative Agent in documenting or implementing such increase. (K) After giving effect to such increase, the Borrowing Base Leverage will not exceed fifty-five percent (55.0%).

Increase in Aggregate Revolving Commitments. The Borrower Company may, at any time subsequent to the Closing Date and from time to time, upon prior written notice by the Borrower Company to the Administrative Agent Agent, request that the Lenders increase the Aggregate Revolving Commitments (but not the Letter of Credit Sublimit or the Swing Line Sublimit) by a maximum aggregate amount of up to ONE HUNDRED MILLION DOLLARS ($100,000,000) with additional Revolving Commitments from any existing Lender with a Revolving Commitment or new Revolving Commitments from any other Eligible Assignee Person selected by the Borrower and reasonably acceptable to the Administrative Agent, Agent and the L/C Issuer and the Swing Line LenderIssuer; provided that: (Ai) any such increase increases to the Aggregate Revolving Commitments shall be in a minimum principal amount of $10,000,000 and in integral multiples of $1,000,000 in excess thereof.; (Bii) no Default or Event of Default shall exist and be continuing at the time of any such increase.; (Ciii) no existing Lender shall be under any obligation to increase its Revolving Commitment and any such decision whether to increase its Revolving Commitment shall be in such Lender’s sole and absolute discretion.; (Div) (1A) any new Lender shall join this Agreement by executing such joinder documents reasonably required by the Administrative Agent and/or (2B) any existing Lender electing to increase its Revolving Commitment shall have executed a commitment agreement reasonably satisfactory to the Administrative Agent.; (E) After giving effect to such increase, the Administrative Agent shall reallocate any outstanding Revolving Loans among the Lenders to the extent necessary to keep the outstanding Revolving Loans ratable with any revised Revolving Commitments arising from any nonratable increase in the Revolving Commitments under this Section. (Fv) as a condition precedent to such increase, the Borrower Company shall deliver to the Administrative Agent a certificate of each Loan Party dated as of the date of such increase (in sufficient copies for each Lender) signed by a Responsible Officer of such Loan Party (1A) certifying and attaching the resolutions adopted by such Loan Party approving or consenting to such increase, and (2B) in the case of the BorrowerCompany, certifying that, before and after giving effect to such increase, (x) the representations and warranties contained in Article VI and the other Loan Documents are true and correct in all material respects (and in all respects if any such representation or warranty is already qualified by materiality or reference to Material Adverse Effect) on and as of the date of such increase, except to the extent that such representations and warranties specifically refer to an earlier date, in which case they are true and correct in all material respects (and in all respects if any such representation or warranty is already qualified by materiality or reference to Material Adverse Effect) as of such earlier date date, and except that for purposes of this Section 2.02(f), the representations and warranties contained Section 6.05(a) shall be deemed to refer to the most recent statements furnished pursuant to Section 7.01(a), and (y) no Default or Event of Default exists.; and (G) as a condition precedent to such increase, the Borrower shall deliver to the Administrative Agent a Pro Forma Compliance Certificate demonstrating that, upon giving effect to such increase, on a Pro Forma Basis, (1) the Loan Parties would be in compliance with the financial covenants set forth in Section 8.11 as of the first day of the four calendar quarter period ending as of the most recent calendar quarter end preceding the date of such increase with respect to which the Administrative Agent has received the Required Financial Information and (2) the Total Facility Outstandings do not exceed the Borrowing Base. (Hvi) Schedule 2.01 shall be deemed revised to reflect the new Revolving Commitments and Applicable Percentages of the applicable Lenders. (I) the Borrower shall execute and provide new Notes to such Lenders as may request in connection herewith. (J) the Borrower shall pay all fees required in connection with such include any increase in the Aggregate Revolving Commitments pursuant to this Section 2.02(f) and all costs to include thereon any Person that becomes a Lender pursuant to this Section 2.02(f). The Borrowers shall prepay any Loans owing by it and expenses outstanding on the date of any such increase (including attorneys’ costs and feespay any additional amounts required pursuant to Section 3.05) incurred by to the Administrative Agent extent necessary to keep the outstanding Loans ratable with any revised Revolving Commitments arising from any nonratable increase in documenting or implementing such increasethe Revolving Commitments under this Section. (K) After giving effect to such increase, the Borrowing Base Leverage will not exceed fifty-five percent (55.0%).

Increase in Aggregate Revolving Commitments. The Borrower may, at any time and from time to time, upon prior written notice by the Borrower to the Administrative Agent increase the Aggregate Revolving Commitments (but not the Letter of Credit Sublimit LC Commitment, the Swingline Commitment or the Swing Line SublimitFranchisee Facility Commitment) by a maximum aggregate amount of up to FIFTY MILLION DOLLARS ($50,000,000) with additional Revolving Commitments from any existing Lender with a Revolving Commitment or new Revolving Commitments from any other Eligible Assignee Person selected by the Borrower and reasonably acceptable to the Administrative Agent, the L/C Issuer Agent and the Swing Line LenderIssuing Bank; provided that: (A) any such increase shall be in a minimum principal amount of $10,000,000 and in integral multiples of $1,000,000 in excess thereof.; (B) no Default or Event of Default shall exist and be continuing at the time of any such increase.; (C) no existing Lender shall be under any obligation to increase its Commitment and any such decision whether to increase its Revolving Commitment shall be in such Lender’s sole and absolute discretion.; (D) (1) any new Lender shall join this Agreement by executing such joinder documents reasonably required by the Administrative Agent and/or (2) any existing Lender electing to increase its Commitment shall have executed a commitment agreement reasonably satisfactory to the Administrative Agent.; and (E) After giving effect to such increase, the Administrative Agent shall reallocate any outstanding Revolving Loans among the Lenders to the extent necessary to keep the outstanding Revolving Loans ratable with any revised Revolving Commitments arising from any nonratable increase in the Revolving Commitments under this Section. (F) as a condition precedent to such increase, the Borrower shall deliver to the Administrative Agent a certificate of each Loan Party dated as of the date of such increase (in sufficient copies for each Lender) signed by a Responsible Officer of such Loan Party (1) certifying and attaching the resolutions adopted by such Loan Party approving or consenting to such increase, and (2) in the case of the Borrower, certifying that, before and after giving effect to such increase, (x) the representations and warranties contained in Article VI V and the other Loan Documents are true and correct in all material respects on and as of the date of such increase, except to the extent that such representations and warranties specifically refer to an earlier date, in which case they are true and correct in all material respects as of such earlier date date, and except that for purposes of this Section 2.4, the representations and warranties contained in Section 5.4 shall be deemed to refer to the most recent statements furnished pursuant to clauses (a) and (b), respectively, of Section 6.1, and (y) no Default or Event of Default exists. (G) as a condition precedent to . At the time of sending such increasenotice, the Borrower (in consultation with the Administrative Agent) shall deliver specify the time period within which each Lender is requested to respond (which shall in no event be less than ten Business Days from the date of delivery of such notice to the Lenders). Each Lender shall notify the Administrative Agent a within such time period whether or not it agrees to increase its Commitment and, if so, whether by an amount equal to, greater than, or less than its Pro Forma Compliance Certificate demonstrating that, upon giving effect to such increase, on a Pro Forma Basis, (1) the Loan Parties would be in compliance with the financial covenants set forth in Section 8.11 as of the first day of the four calendar quarter period ending as of the most recent calendar quarter end preceding the date Rata Share of such increase with respect to which the Administrative Agent has received the Required Financial Information and (2) the Total Facility Outstandings do requested increase. Any Lender not exceed the Borrowing Base. (H) Schedule 2.01 responding within such time period shall be deemed revised to reflect the new Revolving Commitments and Applicable Percentages of the applicable Lenders. (I) the Borrower shall execute and provide new Notes have declined to such Lenders as may request in connection herewith. (J) the Borrower shall pay all fees required in connection with such increase in its Commitment. If the Aggregate Revolving Commitments and all costs and expenses (including attorneys’ costs and fees) incurred by are increased in accordance with this section, the Administrative Agent in documenting or implementing CHAR1\1185130v10 and the Borrower shall determine the effective date (the “Increase Effective Date”) and the final allocation of such increase. The Administrative Agent shall promptly notify the Borrower and the Lenders of such increase and the Increase Effective Date. The Borrower shall prepay any Loans owing by it and outstanding on the date of any such increase (and pay any additional amounts required pursuant to Section 2.19) to the extent necessary to keep the outstanding Loans ratable with any revised Commitments arising from any nonratable increase in the Commitments under this Section. (K) After giving effect to such increase, the Borrowing Base Leverage will not exceed fifty-five percent (55.0%).

Increase in Aggregate Revolving Commitments. The Borrower Borrowers may, at any time and from time to time, upon prior written notice by the Borrower Borrowers to the Administrative Agent, increase the Aggregate Revolving Commitments (but not the Letter of Credit Sublimit or the Swingline Sublimit) subject to the following: (a) the aggregate principal amount of any increases in the Revolving Commitments pursuant to this Section 2.1.3 shall not exceed Two Hundred Fifty Million Dollars ($250,000,000); (b) the Borrowers may, at any time and from time to time, upon prior written notice by the Borrowers to the Administrative Agent increase the Aggregate Revolving Commitments (but not the Letter of Credit Sublimit or the Swing Line Swingline Sublimit) with additional Revolving Commitments from any existing Lender with a Revolving Commitment or new Revolving Commitments from any other Eligible Assignee Person selected by the Borrower Borrowers and reasonably acceptable to the Administrative Agent, the L/C Issuer Swingline Lender and the Swing Line LenderIssuing Bank; provided that: (Ai) any such increase shall be in a minimum principal amount of $10,000,000 and in integral multiples of $1,000,000 in excess thereof.; (Bii) no Unmatured Default or Event of Default shall exist before and immediately after giving effect to such increase; (iii) the Borrowers shall be continuing at in compliance, on a pro forma basis after giving effect to the time incurrence of any such increase.increase in the Aggregate Revolving Commitments, with the financial covenants set forth in Article VII, recomputed as of the last day of the most recently ended fiscal quarter for which financial statements have been delivered pursuant to Section 5.1; (Civ) no existing Lender shall be under any obligation to increase its Revolving Commitment and any such decision whether to increase its Revolving Commitment shall be in such Lender’s sole and absolute discretion.; (D) (1) any new Lender providing a Revolving Commitment in connection with any increase in Aggregate Revolving Commitments shall join this Agreement by executing such joinder documents reasonably required by the Administrative Agent and/or (2) any existing Lender electing to increase its Revolving Commitment shall have executed a commitment agreement reasonably satisfactory to the Administrative Agent.; (Evi) After giving effect to any such increase, the Administrative Agent shall reallocate any outstanding Revolving Loans among the Lenders to the extent necessary to keep the outstanding Revolving Loans ratable with any revised Revolving Commitments arising from any nonratable increase in the Revolving Commitments under this Section. (F) as a condition precedent shall be subject to such increase, the Borrower shall deliver to receipt by the Administrative Agent of a certificate of each Loan Party the Borrowers dated as of the date of such increase (in sufficient copies for each Lender) signed by a Responsible an Authorized Officer of such Loan Party the Borrowers (1x) certifying and attaching the resolutions adopted by such Loan Party the Borrowers approving or consenting to such increase, and (2y) in the case of the Borrower, certifying that, before and after giving effect to such increase, (xi) the representations and warranties contained in Article VI IV and the other Loan Credit Documents are true and correct in all material respects on and as of the date of such increase, except to the extent that such representations and warranties specifically refer to an earlier date, in which case they are true and correct in all material respects as of such earlier date date, and (y) no Default or Event except that for purposes of Default exists. (G) as a condition precedent to such increasethis Section 2.1.3, the Borrower representations and warranties contained in Sections 4.4 and 4.5 shall deliver be deemed to the Administrative Agent a Pro Forma Compliance Certificate demonstrating that, upon giving effect refer to such increase, on a Pro Forma Basis, (1) the Loan Parties would be in compliance with the financial covenants set forth in Section 8.11 as of the first day of the four calendar quarter period ending as of the most recent calendar quarter end preceding statements furnished pursuant to Section 5.1, and (ii) no Unmatured Default or Default exists; and (vii) to the extent that the joinder or commitment agreements described in subparagraph (v) above provide for an applicable margin of, and/or facility fee for, additional Revolving Commitments greater than the Applicable Margin and/or Facility Fee with respect to the existing Revolving Commitments at such time, the Applicable Margin and/or the Facility Fee (as applicable) for the existing Revolving Commitments shall be increased automatically (without the consent of Required Lenders) such that the Applicable Margin and/or the Facility Fee (as applicable) for such existing Revolving Commitments is not less than the applicable margin and/or the facility fee (as applicable) for such additional Revolving Commitments. The Borrowers shall prepay any Revolving Loans owing under this Agreement on the date of such increase with respect to which the Administrative Agent has received the Required Financial Information and (2) the Total Facility Outstandings do not exceed the Borrowing Base. (H) Schedule 2.01 shall be deemed revised to reflect the new Revolving Commitments and Applicable Percentages of the applicable Lenders. (I) the Borrower shall execute and provide new Notes to such Lenders as may request in connection herewith. (J) the Borrower shall pay all fees required in connection with any such increase in the Aggregate Revolving Commitments and all costs and expenses (including attorneys’ costs and fees) incurred by to the Administrative Agent extent necessary to keep the outstanding Revolving Loans ratable with any revised Revolving Commitments arising from any nonratable increase in documenting or implementing such increasethe Revolving Commitments under this Section. (K) After giving effect to such increase, the Borrowing Base Leverage will not exceed fifty-five percent (55.0%).

Increase in Aggregate Revolving Commitments. The (a) Provided there exists no Default, upon notice to the Administrative Agent (which shall promptly notify the Lenders), the Borrower may, at any time and may from time to time, upon prior written notice by request an increase in the Borrower to Aggregate Revolving Commitments; provided, however, that (i) the Administrative Agent increase maximum amount of the Aggregate Revolving Commitments (but not the Letter of Credit Sublimit or the Swing Line Sublimit) with additional Revolving Commitments from any existing Lender with a Revolving Commitment or new Revolving Commitments from any other Eligible Assignee selected by the Borrower and reasonably acceptable after giving effect to the Administrative Agent, the L/C Issuer and the Swing Line Lender; provided that: (A) any such increase shall not exceed $1,750,000,000 and (ii) the Borrower may make a maximum of three such requests. The aggregate amount of any individual increase hereunder shall be in a minimum principal amount of $10,000,000 (and in integral multiples of $1,000,000 5,000,000 in excess thereof. (B) no Default or Event ). To achieve the full amount of Default shall exist a requested increase, the Borrower may solicit increased commitments from existing Lenders and be continuing at the time of any such increase. (C) also invite additional Eligible Assignees to become Lenders; provided, however, that no existing Lender shall be under any obligation obligated and/or required to accept an increase in its Revolving Commitment and any pursuant to this Section 2.14 unless it specifically consents to such decision whether increase in writing. Any Lender or Eligible Assignee agreeing to increase its Revolving Commitment shall be or provide a new Revolving Commitment pursuant to this Section 2.14 shall, in such Lender’s sole and absolute discretion. (D) (1) any new Lender shall join this Agreement by executing such joinder documents reasonably required by connection therewith, deliver to the Administrative Agent and/or (2) any existing Lender electing to increase its Commitment shall have executed a new commitment agreement reasonably in form and substance satisfactory to the Administrative AgentAgent and its counsel. (Eb) After giving effect to such increaseIf the Aggregate Revolving Commitments are increased in accordance with this Section, the Administrative Agent and the Borrower shall reallocate any outstanding Revolving Loans among determine the effective date (the “Increase Effective Date”) and the final allocation of such increase. The Administrative Agent shall promptly notify the Borrower and the Lenders of the final allocation of such increase and the Increase Effective Date and Schedule 2.01 hereto shall be deemed amended to the extent necessary to keep the outstanding Revolving Loans ratable with any revised Revolving Commitments arising from any nonratable reflect such increase in the Revolving Commitments under this Section. (F) as and final allocation. As a condition precedent to such increase, in addition to any deliveries pursuant to subsection (a) above, the Borrower shall deliver to the Administrative Agent each of the following in form and substance satisfactory to the Administrative Agent: (1) a certificate of each Loan Party the Borrower dated as of the date of such increase Increase Effective Date (in sufficient copies for each Lender) signed by a Responsible Officer of such Loan Party the Borrower (1i) certifying and attaching the resolutions adopted by such Loan Party the Borrower approving or consenting to such increase, and (2ii) in the case of the Borrower, certifying that, before and after giving effect to such increase, (xA) the representations and warranties contained in Article VI V and the other Loan Documents are true and correct in all material respects on and as of the date of such increaseIncrease Effective Date, except to the extent that such representations and warranties specifically refer to an earlier date, in which case they are true and correct in all material respects as of such earlier date date, and except that for purposes of this Section 2.14, the representations and warranties contained in (x) subsections (a), (b) and (c) of Section 5.05 shall be deemed to refer to the most recent statements furnished pursuant to subsections (a) and (b), respectively, of Section 6.01 and (y) subsection (c) of Section 5.05 shall be deemed to refer to “through the Increase Effective Date” rather than “through the Closing Date”, and (B) no Default or Event exists; (2) a statement of Default exists. (G) as a condition precedent to such increase, reaffirmation from the Borrower shall deliver pursuant to which the Administrative Agent a Pro Forma Compliance Certificate demonstrating Borrower ratifies this Agreement and the other Loan Documents and acknowledges and reaffirms that, upon after giving effect to such increase, on it is bound by all terms of this Agreement and the other Loan Documents; and (3) if the increase is being provided by a Pro Forma Basisnew Lender, (1) the Loan Parties would be a Note in compliance with the financial covenants set forth in Section 8.11 as of the first day of the four calendar quarter period ending as of the most recent calendar quarter end preceding the date favor of such Lender if so requested by such Xxxxxx. The Borrower shall prepay any Loans outstanding on the Increase Effective Date (and pay any additional amounts required pursuant to Section 3.05) to the extent necessary to keep the outstanding Loans ratable with any revised Applicable Percentages arising from any nonratable increase with respect to which in the Administrative Agent has received the Required Financial Information and (2) the Total Facility Outstandings do not exceed the Borrowing BaseRevolving Commitments under this Section. (Hc) Schedule 2.01 This Section shall be deemed revised supersede any provisions in Sections 2.12 or 10.01 to reflect the new Revolving Commitments and Applicable Percentages of the applicable Lenderscontrary. (I) the Borrower shall execute and provide new Notes to such Lenders as may request in connection herewith. (J) the Borrower shall pay all fees required in connection with such increase in the Aggregate Revolving Commitments and all costs and expenses (including attorneys’ costs and fees) incurred by the Administrative Agent in documenting or implementing such increase. (K) After giving effect to such increase, the Borrowing Base Leverage will not exceed fifty-five percent (55.0%).

Increase in Aggregate Revolving Commitments. The Borrower may, at any time and from time to time(a) Provided there exists no Default, upon prior written notice by the Borrower to the Administrative Agent (which shall promptly notify the Revolving Lenders), the Borrower may from time to time during the term of this Agreement request an increase in the Aggregate Revolving Commitments (but to an amount not the Letter of Credit Sublimit or the Swing Line Sublimit) with additional Revolving Commitments from exceeding $1,000,000,000 at any existing Lender with a Revolving Commitment or new Revolving Commitments from any other Eligible Assignee selected by the Borrower and reasonably acceptable to the Administrative Agent, the L/C Issuer and the Swing Line Lendertime; provided that: (A) that any such request for an increase shall be in a minimum principal amount of $10,000,000 and in integral multiples 5,000,000 or a whole multiple of $1,000,000 in excess thereof. (B) no Default or Event of Default shall exist and be continuing at . At the time of any sending such increase. notice, the Borrower (Cin consultation with the Administrative Agent) shall specify the time period within which each Revolving Lender is requested to respond (which shall in no existing event be less than ten Business Days from the date of delivery of such notice to the Revolving Lenders). Each Revolving Lender shall be under any obligation to increase its Commitment and any notify the Administrative Agent within such decision time period whether or not it agrees to increase its Revolving Commitment and, if so, whether by an amount equal to, greater than, or less than its Pro Rata Share of such requested increase. Any Revolving Lender not responding within such time period shall be in such Lender’s sole and absolute discretion. (D) (1) any new Lender shall join this Agreement by executing such joinder documents reasonably required by the Administrative Agent and/or (2) any existing Lender electing deemed to have declined to increase its Commitment Revolving Commitment. The Administrative Agent shall have executed notify the Borrower and each Revolving Lender of the Revolving Lenders’ responses to each request made hereunder. To achieve the full amount of a commitment requested increase, the Borrower may also invite additional Eligible Assignees to become Revolving Lenders pursuant to a joinder agreement reasonably in form and substance satisfactory to the Administrative AgentAgent and its counsel. (Eb) After giving effect to such increaseIf the Aggregate Revolving Commitments are increased in accordance with this Section, the Administrative Agent and the Borrower shall reallocate any outstanding Revolving Loans among determine the Lenders to effective date (the extent necessary to keep “Increase Effective Date”) and the outstanding Revolving Loans ratable with any revised Revolving Commitments arising from any nonratable increase in final allocation of such increase. The Administrative Agent shall promptly notify the Borrower and the Revolving Commitments under this Section. (F) as Lenders of the final allocation of such increase and the Increase Effective Date. As a condition precedent to such increase, the Borrower shall deliver have provided to the Administrative Agent the following, in form and substance reasonably satisfactory to the Administrative Agent: (i) copies of corporate resolutions certified by the Secretary or Assistant Secretary of the General Partner, or such other evidence as may be satisfactory to the Administrative Agent, demonstrating that Borrower’s incurrence of indebtedness hereunder in the amount of the Aggregate Revolving Commitments as increased pursuant to this Section 2.15 and with a maturity date of the Stated Maturity Date, has been duly authorized by all necessary corporate action, together with an opinion of counsel to the Borrower (which, as to certain matters as agreed by the Administrative Agent, may be internal counsel) to such effect, (ii) a certificate of each Loan Party dated as of the date of such increase Increase Effective Date (in sufficient copies for each Lender) signed by a Responsible Officer of such Loan Party (1) certifying and attaching the resolutions adopted by such Loan Party approving or consenting to such increaseGeneral Partner, and (2) in the case on behalf of the Borrower, certifying that, before and after giving effect to such increase, (xA) the representations and warranties contained in Article VI V (including without limitation the representation and warranties set forth in Sections 5.04(d) and 5.05) and the other Loan Documents are true and correct in all material respects (or, if qualified by materiality or Material Adverse Effect, in all respects) on and as of the date Increase Effective Date, (or, if such representation speaks as of such increase, except to the extent that such representations and warranties specifically refer to an earlier date, in which case they are true and correct in all material respects as of such earlier date and date), (yB) no Default or Event of Default exists. exists and (GC) as a condition precedent to such increase, the Borrower shall deliver to the Administrative Agent a Pro Forma Compliance Certificate demonstrating that, upon giving effect to such increaseis in compliance, on a Pro Forma Basispro forma basis, (1) the Loan Parties would be in compliance with the financial covenants set forth in Section 8.11 7.02 hereof, and (iii) an opinion of counsel to the Borrower (which, as of to certain matters as agreed by the first day of Administrative Agent, may be internal counsel) as to such customary matters regarding the four calendar quarter period ending transactions contemplated by this Section 2.15 as of the most recent calendar quarter end preceding the date of such increase with respect to which the Administrative Agent has received may reasonably request and in form and substance reasonably satisfactory to the Required Financial Information and (2) the Total Facility Outstandings do not exceed the Borrowing BaseAdministrative Agent. (Hc) Schedule 2.01 The Borrower shall be deemed prepay any Committed Loans outstanding on the Increase Effective Date (and pay any additional amounts required pursuant to Section 3.05) to the extent necessary to keep the outstanding Committed Loans ratable with any revised to reflect Pro Rata Shares arising from any nonratable increase in the new Revolving Commitments and Applicable Percentages of the applicable Lendersunder this Section. (Id) This Section shall supersede any provisions in Sections 2.12 or 10.01 to the Borrower shall execute and provide new Notes to such Lenders as may request in connection herewithcontrary. (J) the Borrower shall pay all fees required in connection with such increase in the Aggregate Revolving Commitments and all costs and expenses (including attorneys’ costs and fees) incurred by the Administrative Agent in documenting or implementing such increase. (K) After giving effect to such increase, the Borrowing Base Leverage will not exceed fifty-five percent (55.0%).