Common use of Existing Advances Clause in Contracts

Existing Advances. The parties hereto acknowledge and agree that, effective as of the Closing Date, in order to accommodate and orderly effect the reallocations, acquisitions, increases and decreases under this Section 2.01(c), the outstanding Working Capital Loans under, and as defined in, the Existing Credit Agreement on the date hereof are (and shall be deemed to be) outstanding as Working Capital Loans made under this Agreement. Such obligations under the Existing Credit Agreement shall be assigned, renewed, extended, modified, and rearranged as Obligations outstanding under and pursuant to the terms of this Agreement. The Existing Banks have agreed among themselves, in consultation with the Co-Borrowers, to (A) reduce, increase, assign and reallocate their respective Commitments (as defined in the Existing Credit Agreement) as provided herein, (B) allow each Bank party hereto that is not an Existing Bank (each a “New Bank”) to become a Bank hereunder by acquiring an interest in the aggregate Commitments (as defined in the Existing Credit Agreement), and (C) adjust such Commitments (as defined in the Existing Credit Agreement) of the other Banks (each an “Adjusting Bank”) accordingly. The Agent, the Existing Banks, and the Co-Borrowers consent to such adjustment, increases, decreases and reallocations and, if applicable, each New Bank’s acquisition of, and each Adjusting Bank’s adjustment of, an interest in the Commitments (as defined in the Existing Credit Agreement) and the Existing Banks’ partial assignments of their respective Commitments (as defined in the Existing Credit Agreement) pursuant to this Section 2.01(c). On the Closing Date and after giving effect to such reallocations, adjustments, increases, assignments and decreases, the Working Capital Commitment and Revolving Commitment of each Bank shall be as set forth on Schedule 2.01. With respect to such reallocations, adjustments, increases, acquisitions and decreases, each New Bank and Adjusting Bank increasing its aggregate Commitments shall be deemed to have acquired the Commitments allocated to it from each of the other Banks pursuant to the terms of the Assignment and Assumptions attached as an exhibit to the Existing Credit Agreement as if each such New Bank and Adjusting Bank had executed such Assignment and Assumptions with respect to such allocation, increase, adjustment, and decrease. The Banks shall make all appropriate adjustments and payments between and among themselves to account for the revised pro rata shares resulting from the initial allocation of the Banks’ Commitments under this Agreement.

Existing Advances. The parties hereto acknowledge and agree that, effective as of the Closing Date, in order to accommodate and orderly effect the reallocations, acquisitions, increases and decreases under this Section 2.01(c), the outstanding Working Capital Loans Advances under, and as defined in, the Existing Credit Agreement on the date hereof Closing Date are (and shall be deemed to be) outstanding as Working Capital Loans Advances made under this Agreement. Such obligations under the Existing Credit Agreement shall be assigned, renewed, extended, modified, and rearranged as Obligations outstanding under and pursuant to the terms of this Agreement. The Existing Banks Lenders have agreed among themselves, in consultation with the Co-BorrowersBorrower, to (A) reduce, increase, assign and reallocate their respective Commitments (as defined in the Existing Credit Agreement) as provided herein, (B) allow each Bank Lender party hereto that is not an Existing Bank Lender (each a “New BankLender”) to become a Bank Lender hereunder by acquiring an interest in the aggregate Commitments (as defined in the Existing Credit Agreement), and (C) adjust such Commitments (as defined in the Existing Credit Agreement) of the other Banks Lenders (each an “Adjusting BankLender”) accordingly. The Administrative Agent, the Existing BanksLender, and the Co-Borrowers Borrower consent to such adjustment, increases, decreases decrease and reallocations reallocation and, if applicable, each New BankLender’s acquisition of, and each Adjusting BankLender’s adjustment of, an interest in the Commitments (as defined in the Existing Credit Agreement) and the Existing BanksLenders’ partial assignments of their respective Commitments (as defined in the Existing Credit Agreement) pursuant to this Section 2.01(c). On the Closing Date and after giving effect to such reallocations, adjustments, increases, assignments and decreases, the Working Capital Commitment and Revolving Commitment of each Bank Lender shall be as set forth on Schedule 2.01II. With respect to such reallocations, adjustments, increases, acquisitions and decreases, each New Bank Lender and Adjusting Bank Lender increasing its aggregate Commitments shall be deemed to have acquired the Commitments allocated to it from each of the other Banks Lender pursuant to the terms of the Assignment and Assumptions attached as an exhibit to the Existing Credit Agreement as if each such New Bank Lender and Adjusting Bank Lender had executed such Assignment and Assumptions with respect to such allocation, increase, adjustment, and decrease. The Banks Lenders shall make all appropriate adjustments and payments between and among themselves to account for the revised pro rata shares resulting from the initial allocation of the BanksLenders’ Commitments under this Agreement. Borrowing Base.

Existing Advances. The parties hereto acknowledge and agree that, effective as of the Closing Date, in order to accommodate and orderly effect the reallocations, acquisitions, increases and decreases under this Section 2.01(c2.01(d), the outstanding Working Capital Loans under, and as defined in, the Existing Credit Agreement on the date hereof are (and shall be deemed to be) outstanding as Working Capital Loans made under this Agreement. Such obligations under the Existing Credit Agreement shall be assigned, renewed, extended, modified, and rearranged as Obligations outstanding under and pursuant to the terms of this Agreement. The Existing Banks have agreed among themselves, in consultation with the Co-Borrowers, to (A) reduce, increase, assign and reallocate their respective Commitments (as defined in the Existing Credit Agreement) as provided herein, (B) allow each Bank party hereto that is not an Existing Bank (each a “New Bank”) to become a Bank hereunder by acquiring an interest in the aggregate Commitments (as defined in the Existing Credit Agreement), and (C) adjust such Commitments (as defined in the Existing Credit Agreement) of the other Banks (each an “Adjusting Bank”) accordingly. The Agent, the Existing Banks, and the Co-Borrowers consent to such adjustment, increases, decreases decrease and reallocations reallocation and, if applicable, each New Bank’s acquisition of, and each Adjusting Bank’s adjustment of, an interest in the Commitments (as defined in the Existing Credit Agreement) and the Existing Banks’ partial assignments of their respective Commitments (as defined in the Existing Credit Agreement) pursuant to this Section 2.01(c2.01(d). On the Closing Date and after giving effect to such reallocations, adjustments, increases, assignments and decreases, the Working Capital Commitment and Revolving Commitment of each Bank shall be as set forth on Schedule 2.01. With respect to such reallocations, adjustments, increases, acquisitions and decreases, each New Bank and Adjusting Bank increasing its aggregate Commitments shall be deemed to have acquired the Commitments allocated to it from each of the other Banks pursuant to the terms of the Assignment and Assumptions attached as an exhibit to the Existing Credit Agreement as if each such New Bank and Adjusting Bank had executed such Assignment and Assumptions with respect to such allocation, increase, adjustment, and decrease. The Banks shall make all appropriate adjustments and payments between and among themselves to account for the revised pro rata shares resulting from the initial allocation of the Banks’ Commitments under this Agreement.

Existing Advances. The parties hereto acknowledge and agree that, effective as of the Closing Effective Date, in order to accommodate and orderly effect the reallocations, acquisitions, increases and decreases under this Section 2.01(c), the (i) all outstanding Working Capital Loans Swing Line Advances under, and as defined in, the Existing Credit Agreement on the date hereof are (and shall be deemed to be) outstanding as Working Capital Loans Swing Line Advances under this Agreement and (ii) the outstanding Revolving Advances under, and as defined in, the Existing Credit Agreement on the date hereof are (and shall be deemed to be) outstanding as Revolving Advances made under this AgreementAgreement in accordance with the Notice of Borrowing delivered by the Borrower on the Effective Date (which, as requested in such Notice of Borrowing, are as Base Rate Advances until subsequently converted as provided herein). Such obligations under the Existing Credit Agreement shall be assigned, renewed, extended, modified, and rearranged as Obligations outstanding under and pursuant to the terms of this Agreement. The Existing Banks Lenders have agreed among themselves, in consultation with the Co-BorrowersBorrower, to (A) reduce, increase, assign and reallocate reallocate, as applicable, their respective Commitments and Advances (each as defined in the Existing Credit Agreement) as provided herein, (B) allow each Bank Lender party hereto that is not an Existing Bank Lender (each a “New BankLender”) to become a Bank Lender hereunder by acquiring an interest in the aggregate Commitments and Advances (each as defined in the Existing Credit Agreement), and (C) adjust such Commitments and Advances (each as defined in the Existing Credit Agreement) of the other Banks Lenders (each an “Adjusting BankLender”) accordingly, and (D) to terminate the commitments of certain Existing Lenders who will not become a Lender hereunder (each an “Exiting Lender”). The Administrative Agent, the Existing BanksLenders, the Borrower, and each Exiting Lender (by receipt of the Co-Borrowers payment in full of the Advances as defined in, and owing to it under, the Existing Credit Agreement and, at such Exiting Lender’s request, under a separate exiting agreement executed by such Exiting Lender) consent to such adjustment, increases, decreases and reallocations decrease, reallocation, termination (with respect ot the Existing Lenders), and, if applicable, each New BankLender’s acquisition of, and each Adjusting BankLender’s adjustment of, an interest in the Commitments and Advances (each as defined in the Existing Credit Agreement) and the Existing BanksLenders’ partial or full assignments of their respective Commitments and Advances (each as defined in the Existing Credit Agreement) pursuant to this Section 2.01(c2.1(d), in each case, on the Effective Date. On the Closing Effective Date and after giving effect to such reallocations, adjustments, increases, assignments assignments, terminations, and decreases, the Working Capital Commitment and Revolving Commitment of each Bank Lender shall be as set forth on Schedule 2.01II. With respect to such reallocations, adjustments, increases, acquisitions and decreases, each New Bank Lender and Adjusting Bank Lender increasing its aggregate Commitments and Advances shall be deemed to have acquired the Commitments and Advances allocated to it from each of the other Banks Lenders and Exiting Lender pursuant to the terms of the Assignment and Assumptions Acceptances attached as an exhibit to the Existing Credit Agreement as if each such New Bank Lender, Exiting Lender, and Adjusting Bank Lender had executed such Assignment and Assumptions Acceptances with respect to such allocation, increase, adjustment, termination, and decrease. The Banks Lenders shall make all appropriate adjustments and payments between and among themselves to account for the revised pro rata shares resulting from the initial allocation of the BanksLenders’ Commitments and Advances under this Agreement. The Borrower and each Lender party hereto that was an Existing Lender hereby agrees and this Section 2.1(d) and any exiting agreement executed by an Exiting Lender that is acceptable to the Administrative Agent and the Borrower shall be deemed approved assignment forms as required under the Existing Credit Agreement.

Existing Advances. The parties hereto acknowledge and agree that, effective as of the Closing Effective Date, in order to accommodate and orderly effect the reallocations, acquisitions, increases and decreases under this Section 2.01(c), the (i) all outstanding Working Capital Loans Swing Line Advances under, and as defined in, the Existing Credit Agreement on the date hereof are (and shall be deemed to be) outstanding as Working Capital Loans Swing Line Advances under this Agreement and (ii) the outstanding Revolving Advances under, and as defined in, the Existing Credit Agreement on the date hereof are (and shall be deemed to be) outstanding as Revolving Advances made under this AgreementAgreement in accordance with the Notice of Borrowing delivered by the Borrower on the Effective Date (which, as requested in such Notice of Borrowing, are as Base Rate Advances until subsequently converted as provided herein). Such obligations under the Existing Credit Agreement shall be assigned, renewed, extended, modified, and rearranged as Obligations outstanding under and pursuant to the terms of this Agreement. The Existing Banks Lenders have agreed among themselves, in consultation with the Co-BorrowersBorrower, to (A) reduce, increase, assign and reallocate reallocate, as applicable, their respective Commitments and Advances (each as defined in the Existing Credit Agreement) as provided herein, (B) allow each Bank Lender party hereto that is not an Existing Bank Lender (each a “New BankLender”) to become a Bank Lender hereunder by acquiring an interest in the aggregate Commitments and Advances (each as defined in the Existing Credit Agreement), and (C) adjust such Commitments and Advances (each as defined in the Existing Credit Agreement) of the other Banks Lenders (each an “Adjusting BankLender”) accordingly. The Administrative Agent, the Existing BanksLenders, and the Co-Borrowers Borrower consent to such adjustment, increases, decreases decrease and reallocations reallocation and, if applicable, each New BankLender’s acquisition of, and each Adjusting BankLender’s adjustment of, an interest in the Commitments and Advances (each as defined in the Existing Credit Agreement) and the Existing BanksLenders’ partial assignments of their respective Commitments and Advances (each as defined in the Existing Credit Agreement) pursuant to this Section 2.01(c2.1(d), in each case, on the Effective Date. On the Closing Effective Date and after giving effect to such reallocations, adjustments, increases, assignments and decreases, the Working Capital Commitment and Revolving Commitment of each Bank Lender shall be as set forth on Schedule 2.01II. With respect to such reallocations, adjustments, increases, acquisitions and decreases, each New Bank Lender and Adjusting Bank Lender increasing its aggregate Commitments and Advances shall be deemed to have acquired the Commitments and Advances allocated to it from each of the other Banks Lenders pursuant to the terms of the Assignment and Assumptions Acceptances attached as an exhibit to the Existing Credit Agreement as if each such New Bank Lender and Adjusting Bank Lender had executed such Assignment and Assumptions Acceptances with respect to such allocation, increase, adjustment, and decrease. The Banks Lenders shall make all appropriate adjustments and payments between and among themselves to account for the revised pro rata shares resulting from the initial allocation of the BanksLenders’ Commitments and Advances under this Agreement.

Existing Advances. The parties hereto acknowledge and agree that, effective as of the Closing Effective Date, in order to accommodate and orderly effect the reallocations, acquisitionsadjustments, increases acquisitions and decreases under this Section 2.01(c)2.1(e) below, the (i) all outstanding Working Capital Loans Swing Line Advances under, and as defined in, the Existing Credit Agreement on the date hereof and funded by Xxxxx Fargo are (and shall be deemed to be) outstanding as Swing Line Advances made by Xxxxx Fargo under this Agreement and (ii) the outstanding Revolving Advances under, and as defined in, the Existing Agreement on the date hereof are (and shall be deemed to be) outstanding as Working Capital Loans Revolving Advances made under this AgreementAgreement in accordance with the Notice of Borrowing delivered by the Borrower on November 22, 2013 (which, as requested in such Notice of Borrowing, are as Eurodollar Advances until subsequently converted as provided herein). Such obligations Obligations under the Existing Credit Agreement shall be assigned, renewed, extended, modified, and rearranged as Obligations outstanding under and pursuant to the terms of this Agreement. The Existing Banks Lenders have agreed among themselves, in consultation with the Co-BorrowersBorrower, to (A) reduce, increase, assign and reallocate their respective Revolving Commitments (as defined in the Existing Credit Agreement) as provided herein, (B) allow each Bank Lender party hereto that is not an Existing Bank Lender (each a “New BankLender”) ), if any, to become a Bank Lender hereunder by acquiring an interest in the aggregate Commitments (as defined in the Existing Credit Agreement), and (C) adjust such Revolving Commitments (as defined in the Existing Credit Agreement) of the other Banks Lenders (each an “Adjusting BankLender”) accordingly, and (D) to payoff in full such lenders that were party to the Existing Agreement which will not become a Lender hereunder (each an “Exiting Lender”). The Administrative Agent, the Existing BanksLenders, the Borrower and each Exiting Lender (by receipt of the payment in full of the Advances as defined in, and owing to it under, the Co-Borrowers Existing Credit Agreement) consent to such adjustment, increases, decreases and reallocations and, if applicablereallocation of, each New BankAdjusting Lender’s acquisition adjustment of, and each Adjusting BankNew Lender’s adjustment assumption of, an interest in the Revolving Commitments (as defined in the Existing Credit Agreement) and the Existing BanksAdjusting Lenders’ partial assignments of their respective Revolving Commitments (as defined in the Existing Credit Agreement) pursuant to this Section 2.01(c2.1(e)). On the Closing Effective Date and after giving effect to such reallocations, adjustments, assignments and increases, assignments and decreases, the Working Capital Commitment and Revolving Commitment of each Bank Lender shall be as set forth on Schedule 2.01II. With respect to such reallocations, adjustments, acquisitions and increases, acquisitions each Adjusting Lender and decreases, each the New Bank and Adjusting Bank increasing its aggregate Commitments Lender shall be deemed to have acquired the Commitments Revolving Commitment and Advances allocated to it from each of the other Banks Lenders and Exiting Lenders pursuant to the terms of the Assignment and Assumptions Acceptance attached as an exhibit to the Existing Credit Agreement as if each such Exiting Lender, Adjusting Lender and New Bank and Adjusting Bank Lender had executed such Assignment and Assumptions Acceptance with respect to such allocation, increase, adjustment, and decreaseincrease; provide that, for purposes of Section 2.10, such allocation of Advances shall be deemed a payment and re-borrowing of such Advances. The Banks Lenders shall make all appropriate adjustments and payments between and among themselves to account for the revised pro rata shares resulting from the initial allocation of the BanksLenders’ Revolving Commitments and Advances under this Agreement.

Existing Advances. The parties hereto acknowledge and agree that, effective as of the Closing Date, in order to accommodate and orderly effect the reallocations, acquisitions, increases and decreases under this Section 2.01(c), the (i) all outstanding Working Capital Loans Swingline Advances under, and as defined in, the Existing Credit Agreement on the date hereof are (and shall be deemed to be) be repaid, re-borrowed and outstanding as Working Capital Loans Swingline Advances under this Agreement, and (ii) the outstanding Revolving Advances under, and as defined in, the Existing Credit Agreement on the date hereof shall be deemed to be repaid, re-borrowed and outstanding as Revolving Advances made under this Agreement, in the case of this clause (ii), subject to amounts payable in connection therewith under Section 2.11, unless waived by the Existing Lenders, and in accordance with the Notice of Borrowing delivered by the Borrower on the Closing Date (which shall be Base Rate Advances until subsequently converted as provided herein, unless the Borrower has executed a funding indemnity agreement in form and substance reasonably satisfactory to the Lenders not later than 12:00 pm (Houston, Texas time) on the third Business Day before the Closing Date). Such obligations under the Existing Credit Agreement shall be assigned, renewed, extended, modified, and rearranged as Obligations outstanding under and pursuant to the terms of this Agreement. The Existing Banks Lenders have agreed among themselves, in consultation with the Co-BorrowersBorrower, to (A) reduce, increase, assign and reallocate their respective Revolving Commitments and Advances (each as defined in the Existing Credit Agreement) as provided herein, (B) allow each Bank Lender party hereto that is not an Existing Bank Lender (each a “New BankLender”) to become a Bank Lender hereunder by acquiring an interest in the aggregate Revolving Commitments and Advances (each as defined in the Existing Credit Agreement), and (C) adjust such Revolving Commitments and Advances (each as defined in the Existing Credit Agreement) of the other Banks Lenders (each an “Adjusting BankLender”) accordingly. The Administrative Agent, the Existing BanksLenders, and the Co-Borrowers Borrower consent to such adjustment, increases, decreases decrease and reallocations reallocation and, if applicable, each New BankLender’s acquisition of, and each Adjusting BankLender’s adjustment of, an interest in the Revolving Commitments and Advances (each as defined in the Existing Credit Agreement) and the Existing BanksLenders’ partial assignments of their respective Revolving Commitments and Advances (each as defined in the Existing Credit Agreement) pursuant to this Section 2.01(c2.1(d), in each case, on the Closing Date. On the Closing Date and after giving effect to such reallocations, adjustments, increases, assignments and decreases, the Working Capital Commitment and Revolving Commitment of each Bank Lender as of the Closing Date shall be as set forth on Schedule 2.01II. With respect to such reallocations, adjustments, increases, acquisitions and decreases, each New Bank Lender and Adjusting Bank Lender increasing its aggregate Revolving Commitments and Advances shall be deemed to have acquired the Revolving Commitments and Advances allocated to it from each of the other Banks Lenders pursuant to the terms of the Assignment and Assumptions Acceptances attached as an exhibit to the Existing Credit Agreement as if each such New Bank Lender and Adjusting Bank Lender had executed such Assignment and Assumptions Acceptances with respect to such allocation, increase, adjustment, and decrease. The Banks Lenders shall make all appropriate adjustments and payments between and among themselves to account for the revised pro rata shares resulting from the initial allocation of the BanksLenders’ Revolving Commitments and Advances under this Agreement.