Common use of Increases in the Aggregate Commitment Clause in Contracts

Increases in the Aggregate Commitment. (a) Notwithstanding anything to the contrary in Section 11.02(b), if (a) no Default exists as of the date of such increase or would be caused by such increase and (b) immediately after giving effect to such increase, (i) the Combined Aggregate Commitments do not exceed the Borrowing Base then in effect, (ii) the Aggregate Commitment does not exceed the Maximum Facility Amount, and (iii) the Aggregate Commitment under and as defined in the Antero Resources Credit Agreement is reduced by an amount equal to the amount of such increase in the Aggregate Commitment under this Agreement proportionally as to each Lender under the Antero Resources Credit Agreement, Borrower, with the consent of the Administrative Agent, may elect to increase the Aggregate Commitment under this Agreement in a minimum amount of $50,000,000 and integral multiples of $10,000,000 in excess thereof by providing written notice of such increase to the Administrative Agent and the effective date of such proposed increase, which date shall be a Business Day that is not less than fifteen (15) days after the delivery of such notice to the Administrative Agent. Subject to the conditions set forth in this Section 2.03, each Lender shall have the obligation to participate in each increase in the Aggregate Commitment under this Section 2.03 in accordance with its Applicable Percentage. On the date the proposed increase becomes effective, (i) the Aggregate Commitment automatically and without further action by Borrower, the Administrative Agent or any Lender shall be increased as set forth in such written notice of the Borrower by the amount specified in such notice, and (ii) the Register and Schedule 1.01 shall be amended to reflect the increase in the Commitment of each Lender. (b) Notwithstanding anything to the contrary herein, upon the termination of the Aggregate Commitment and the payment in full of all Obligations (other than (x) contingent obligations and (y) any other obligations, or liabilities, which by their terms expressly survive the termination of the Loan Documents), the Commitment of each Lender under the Antero Resources Credit Agreement shall be increased by the amount of such Lender’s Commitment under this Agreement immediately prior to such termination of the Aggregate Commitment and payment in full of such Obligations; provided that (i) no Default under and as defined in the Antero Resources Credit Agreement has occurred and is continuing, and (ii) after giving effect to such increase such Lender’s Commitment under the Antero Resources Credit Agreement shall not exceed the lesser of (A) such Lender’s Applicable Percentage of the Maximum Facility Amount (each as defined in the Antero Resources Credit Agreement) and (B) such Lender’s Applicable Percentage of the Net Borrowing Base (each as defined in the Antero Resources Credit Agreement). (c) To the extent requested by any Lender and in accordance with Section 2.16, Borrower shall pay to such Lender, within the time period prescribed by Section 2.16, any amounts required to be paid by Borrower under Section 2.16 in the event the payment of any principal of any Eurodollar Loan or the conversion of any Eurodollar Loan other than on the last day of an Interest Period applicable thereto is required in connection with the increase of the Aggregate Commitment contemplated by this Section 2.03.

Increases in the Aggregate Commitment. (a) Notwithstanding anything to the contrary in Section 11.02(b), if (a) So long as no Default exists as of the date of such increase has occurred and is continuing or would be caused by such increase and (b) immediately after giving effect to such increase, (i) the Combined Aggregate Commitments do not exceed the Borrowing Base then in effect, (ii) the Aggregate Commitment does not exceed the Maximum Facility Amount, and (iii) the Aggregate Commitment under and as defined in the Antero Resources Credit Agreement is reduced Borrower may by an amount equal written notice to the amount of such increase in the Aggregate Commitment under this Agreement proportionally as to each Lender under the Antero Resources Credit Agreement, Borrower, with the consent of the Administrative Agent, may elect to increase the existing Aggregate Commitment under this Agreement in a minimum amount of $50,000,000 and integral multiples of $10,000,000 in excess thereof by providing written notice of that amount (any such increase, the “New Commitments”); provided that the amount of such increase to together with the Administrative Agent and existing Aggregate Commitment does not, in the effective aggregate, exceed the lesser of (a) the Maximum Facility Amount, or (b) the Borrowing Base then in effect. Each such notice shall specify the date of such proposed increase(each an “Increased Commitment Date”) on which the Borrower proposes that the New Commitments shall be effective, which date shall be a Business Day that is not date no less than fifteen (15) 20 days after the delivery of date on which such notice is delivered to the Administrative Agent. Subject to Within 5 days of such notice from the conditions set forth in this Section 2.03, each Lender shall have the obligation to participate in each increase in the Aggregate Commitment under this Section 2.03 in accordance with its Applicable Percentage. On the date the proposed increase becomes effective, (i) the Aggregate Commitment automatically and without further action by Borrower, the Administrative Agent or any Lender shall be increased as set forth in such written notice of the Borrower by the amount specified in such notice, and (ii) the Register and Schedule 1.01 shall be amended to reflect the increase in the Commitment of each Lender. (b) Notwithstanding anything to the contrary herein, upon the termination of the Aggregate Commitment and the payment in full of all Obligations (other than (x) contingent obligations and (y) any other obligations, or liabilities, which by their terms expressly survive the termination of the Loan Documents), the Commitment of notify each Lender under the Antero Resources Credit Agreement shall be increased by of the amount of such the New Commitments and each Lender’s Commitment under this Agreement immediately prior to such termination allocation of the Aggregate Commitment and payment in full of such Obligations; provided that (i) no Default under and as defined in the Antero Resources Credit Agreement has occurred and is continuing, and (ii) after giving effect to such increase such Lender’s Commitment under the Antero Resources Credit Agreement shall not exceed the lesser of (A) such New Commitments based on each Lender’s Applicable Percentage of the Maximum Facility Amount (existing Aggregate Commitment. Within 10 days of such notice from the Borrower, each as defined Lender, in its sole discretion, may elect or decline to provide its allocation of the New Commitments. In the event any Lender declines to provide its allocation of the New Commitments or fails to respond within ten days of such notice, each Lender that has elected to provide its allocation, in its sole discretion, may elect or decline to provide a portion of any other Lender’s declined allocation in the Antero Resources Credit Agreement) and (B) same proportion that such Lender’s Applicable Percentage allocation bears to the aggregate amount of the Net Borrowing Base (each as defined in the Antero Resources Credit Agreement). (c) To the extent requested by any Lender and in accordance with Section 2.16, Borrower shall pay allocations of all Lenders electing to such Lender, within the time period prescribed by Section 2.16, any amounts required to be paid by Borrower under Section 2.16 in provide their respective allocations. In the event the payment Lenders do not elect to provide all of the New Commitments, the Arranger and the Administrative Agent shall, in consultation with the Borrower, use commercially reasonable efforts to identify one or more Eligible Assignees to provide the New Commitments the existing Lenders have declined to provide (each, a “New Lender”). Such New Commitments shall become effective as of such Increased Commitment Date in an aggregate amount equal to the amount the Lenders and any principal New Lenders have elected to provide as of any Eurodollar Loan such date; provided that (1) no Default exists on such Increased Commitment Date before or after giving effect to such New Commitments, (2) the conversion Borrower and its Consolidated Subsidiaries are in pro forma compliance with each of any Eurodollar Loan other than on the financial covenants set forth in Section 7.11 as of the last day of the most recently ended fiscal quarter of the Borrower after giving effect to such New Commitments, (3) if any portion of the New Commitments are provided by a New Lender, the New Commitments of such New Lender shall be effected pursuant to an Interest Period applicable thereto is Assignment and Assumption, (4) the Borrower shall make any payments required pursuant to Section 2.13 in connection with the New Commitments and (5) to the extent requested in writing, the Administrative Agent has received (i) copies, certified by the secretary of the Borrower and each Guarantor, of their respective Board of Directors’ resolutions and of resolutions or actions of any other body authorizing the increase of in the Aggregate Commitment contemplated and the confirmation and ratification of the Guarantees and all other Loan Documents, (ii) a certificate, signed by a Responsible Officer, showing that before and after giving effect to the New Commitments, no Default or Event of Default shall exist and the Borrower is in compliance with all covenants in this Agreement and in pro forma compliance with the financial covenants set forth in Section 2.037.11, (iii) copies of all governmental and nongovernmental consents, approvals, authorizations, declarations, registrations or filings, if any, required on the part of the Borrower or any Guarantor in connection with the New Commitments, certified as true and correct in full force and effect as of the date of the increase by a duly authorized officer of the Borrower, or if none are required, a certificate of such officer to that effect, (iv) evidence satisfactory to the Administrative Agent that no event, change or circumstance shall have occurred with respect to the Borrower and its Subsidiaries since the most recent financial statements provided to the Lenders hereunder that could reasonably be expected to result in a Material Adverse Effect and (v) such other documents and conditions as the Administrative Agent or its counsel may have reasonably requested. (a) On any Increased Commitment Date on which New Commitments are effected, subject to the satisfaction of the foregoing terms and conditions, (a) each of the Lenders shall assign to each of the New Lenders, and each of the New Lenders shall purchase from each of the Lenders, at the principal amount thereof (together with accrued interest), such interests in the Loans outstanding on such Increased Commitment Date as shall be necessary in order that, after giving effect to all such assignments and purchases, such Loans will be held by existing Lenders and New Lenders ratably in accordance with their Commitments after giving effect to the addition of such New Commitments to the Commitments, (b) each New Commitment shall be deemed for all purposes a Commitment and each Loan made thereunder shall be deemed, for all purposes, a Loan and (c) each New Lender shall become a Lender with respect to the New Commitment and all matters relating thereto.

Increases in the Aggregate Commitment. (a) Notwithstanding anything to the contrary in Section 11.02(b), if (a) So long as no Default exists as of the date of such increase has occurred and is continuing or would be caused by such increase, the Borrower may by written notice to the Administrative Agent, elect to increase the existing Aggregate Commitment in a minimum amount of $10,000,000 and integral multiples of $5,000,000 in excess of that amount (any such increase, the “New Commitments”); provided that the amount of such increase together with the existing Aggregate Commitment does not, in the aggregate, exceed the lesser of (a) the Maximum Facility Amount, or (b) immediately after giving effect to such increase, (i) the Combined Aggregate Commitments do not exceed the Borrowing Base then in effect, . Each such notice shall specify the date (iieach an “Increased Commitment Date”) on which the Aggregate Commitment does not exceed Borrower proposes that the Maximum Facility Amount, and (iii) the Aggregate Commitment under and as defined in the Antero Resources Credit Agreement is reduced by an amount equal to the amount of such increase in the Aggregate Commitment under this Agreement proportionally as to each Lender under the Antero Resources Credit Agreement, Borrower, with the consent of the Administrative Agent, may elect to increase the Aggregate Commitment under this Agreement in a minimum amount of $50,000,000 and integral multiples of $10,000,000 in excess thereof by providing written notice of such increase to the Administrative Agent and the effective date of such proposed increaseNew Commitments shall be effective, which date shall be a Business Day that is not date no less than fifteen (15) 20 days after the delivery of date on which such notice is delivered to the Administrative Agent. Subject to Within 5 days of such notice from the conditions set forth in this Section 2.03, each Lender shall have the obligation to participate in each increase in the Aggregate Commitment under this Section 2.03 in accordance with its Applicable Percentage. On the date the proposed increase becomes effective, (i) the Aggregate Commitment automatically and without further action by Borrower, the Administrative Agent or any Lender shall be increased as set forth in such written notice of the Borrower by the amount specified in such notice, and (ii) the Register and Schedule 1.01 shall be amended to reflect the increase in the Commitment of each Lender. (b) Notwithstanding anything to the contrary herein, upon the termination of the Aggregate Commitment and the payment in full of all Obligations (other than (x) contingent obligations and (y) any other obligations, or liabilities, which by their terms expressly survive the termination of the Loan Documents), the Commitment of notify each Lender under the Antero Resources Credit Agreement shall be increased by of the amount of such the New Commitments and each Lender’s Commitment under this Agreement immediately prior to such termination allocation of the Aggregate Commitment and payment in full of such Obligations; provided that (i) no Default under and as defined in the Antero Resources Credit Agreement has occurred and is continuing, and (ii) after giving effect to such increase such Lender’s Commitment under the Antero Resources Credit Agreement shall not exceed the lesser of (A) such New Commitments based on each Lender’s Applicable Percentage of the Maximum Facility Amount (existing Aggregate Commitment. Within 10 days of such notice from the Borrower, each as defined Lender, in its sole discretion, may elect or decline to provide its allocation of the New Commitments. In the event any Lender declines to provide its allocation of the New Commitments or fails to respond within ten days of such notice, each Lender that has elected to provide its allocation, in its sole discretion, may elect or decline to provide a portion of any other Lender’s declined allocation in the Antero Resources Credit Agreement) and (B) same proportion that such Lender’s Applicable Percentage allocation bears to the aggregate amount of the Net Borrowing Base (each as defined in the Antero Resources Credit Agreement). (c) To the extent requested by any Lender and in accordance with Section 2.16, Borrower shall pay allocations of all Lenders electing to such Lender, within the time period prescribed by Section 2.16, any amounts required to be paid by Borrower under Section 2.16 in provide their respective allocations. In the event the payment Lenders do not elect to provide all of the New Commitments, the Arranger and the Administrative Agent shall, in consultation with the Borrower, use commercially reasonable efforts to identify one or more Eligible Assignees to provide the New Commitments the existing Lenders have declined to provide (each, a “New Lender”). Such New Commitments shall become effective as of such Increased Commitment Date in an aggregate amount equal to the amount the Lenders and any principal New Lenders have elected to provide as of any Eurodollar Loan such date; provided that (1) no Default exists on such Increased Commitment Date before or after giving effect to such New Commitments, (2) the conversion Borrower and its Subsidiaries are in pro forma compliance with each of any Eurodollar Loan other than on the financial covenants set forth in Section 7.11 as of the last day of the most recently ended fiscal quarter of the Borrower after giving effect to such New Commitments, (3) if any portion of the New Commitments are provided by a New Lender, the New Commitments of such New Lender shall be effected pursuant to an Interest Period applicable thereto is Assignment and Assumption, (4) the Borrower shall make any payments required pursuant to Section 2.13 in connection with the New Commitments (5) the Administrative Agent has received (i) copies, certified by the secretary of the Borrower and each Guarantor, of their respective Board of Directors’ resolutions and of resolutions or actions of any other body authorizing the increase of in the Aggregate Commitment contemplated and the confirmation and ratification of the Guarantees and all other Loan Documents, (ii) a certificate, signed by a Responsible Officer, showing that before and after giving effect to the New Commitments, no Default or Event of Default shall exist and the Borrower is in compliance with all covenants in this Agreement and in pro forma compliance with the financial covenants set forth in Section 2.037.11, (iii) copies of all governmental and nongovernmental consents, approvals, authorizations, declarations, registrations or filings required on the part of the Borrower or any Guarantor in connection with the New Commitments, certified as true and correct in full force and effect as of the date of the increase by a duly authorized officer of the Borrower, or if none are required, a certificate of such officer to that effect, (iv) evidence satisfactory to the Administrative Agent that no event, change or circumstance shall have occurred with respect to the Borrower and its Subsidiaries since the most recent financial statements provided to the Lenders hereunder that could result in a Material Adverse Effect and (v) such other documents and conditions as the Administrative Agent or its counsel may have reasonably requested. On any Increased Commitment Date on which New Commitments are effected, subject to the satisfaction of the foregoing terms and conditions, (a) each of the Lenders shall assign to each of the New Lenders, and each of the New Lenders shall purchase from each of the Lenders, at the principal amount thereof (together with accrued interest), such interests in the Revolving Loans outstanding on such Increased Commitment Date as shall be necessary in order that, after giving effect to all such assignments and purchases, such Revolving Loans will be held by existing Lenders and New Lenders ratably in accordance with their Commitments after giving effect to the addition of such New Commitments to the Commitments, (b) each New Commitment shall be deemed for all purposes a Commitment and each Revolving Loan made thereunder shall be deemed, for all purposes, a Revolving Loan and (c) each New Lender shall become a Lender with respect to the New Commitment and all matters relating thereto.