Common use of Voluntary Increases Clause in Contracts

Voluntary Increases. Following the Closing Date, the Aggregate Revolving Commitments or the Aggregate TL Commitments may, at the option of the Borrower, be increased by an aggregate amount of up to $400,000,000.00 (with the total amount of such increase (up to a total of $400,000,000.00 across the Aggregate Revolving Commitments and Aggregate TL Commitments) and the allocation of such increase between the Aggregate Revolving Commitments and Aggregate TL Commitments to be at the option of the Borrower; provided, however, that notwithstanding the foregoing, the amount of any requested increase under this clause (b) shall be equal to or in excess of $10,000,000 or $500,000 increments in excess thereof) if: (i) to the extent it desires to increase one or both of the Aggregate Revolving Commitments or the Aggregate TL Commitments, the Borrower, on or before the date occurring one year prior to the Maturity Date, shall request such increase in writing to the Administrative Agent and shall specify therein its desired allocation of such increase between the Aggregate Revolving Commitments and Aggregate TL Commitments; (ii) BAS is able, within ninety (90) days of receiving an increase request pursuant to subclause (i) above, to syndicate the amount of such increase (A) to one or more Lenders or one or more financial institutions qualifying as an Eligible Assignee and otherwise acceptable to the Borrower, Administrative Agent and BAS and (B) in a manner otherwise in accordance with the terms and conditions set forth in the Fee Letter; provided, that the Borrower shall pay all fees, costs and expenses due and owing pursuant to the terms of the Fee Letter regardless of whether BAS is able to syndicate the amount of the requested increase; (iii) such increase does not increase the amount of the Revolving Commitment or Term Loan Commitment of any Lender without the written consent of such Lender; (iv) the Borrower executes a signature page to this Agreement and/or new Notes reflecting the increase in the Aggregate Revolving Commitments and/or Aggregate TL Commitments (in each case, to the extent requested by the Administrative Agent or any Lender in connection with the documentation of such increase) and executes such other amendments to the Loan Documents as are reasonably deemed necessary by the Administrative Agent; (v) no Default or Event of Default exists as of the date of such request or as of the date on which such increase is to occur; (vi) the Borrower pays to BAS (or such other parties entitled thereto) all fees required in connection with such increase in the Aggregate Revolving Commitments and/or Aggregate TL Commitments (including those set forth in the Fee Letter and any other fees agreed to between the Borrower and BAS) and all costs and expenses (including attorneys’ costs and fees) incurred by the Administrative Agent in documenting or implementing such increase; and (vii) the Borrowing Base Leverage Ratio as of the date of any increase in the amount of the Aggregate Revolving Commitments and/or the Aggregate TL Commitments under this Section 2.06(b), after giving effect to any new Borrowings as of the date of such increase in such Aggregate Revolving Commitments and/or Aggregate TL Commitments, is not greater than 55.0%. Notwithstanding anything contained herein to the contrary, the Borrower may make a request for increase (whether with respect to the Aggregate Revolving Commitments, the Aggregate TL Commitments or both) pursuant to this Section 2.06(b) not more than three (3) occasions during the term of this Agreement (with the total increase in the Aggregate Revolving Commitments and Aggregate TL Commitments resulting from such requests subject, in all cases, to the $400,000,000 limitation and the other terms and conditions set forth above). Upon the effectiveness of any increase in the Aggregate Revolving Commitments or the Aggregate TL Commitments pursuant to this section, all of the terms and conditions of the Loan Documents shall apply to the such increased amounts as if such amounts were in effect as of the date hereof. Each Lender that may be a party hereto from time to time hereby acknowledges that the Aggregate Revolving Commitments or the Aggregate TL Commitments may be increased pursuant to this Section 2.06(b) regardless of whether such Lender approves such increase or increases its Revolving Commitment or Aggregate TL Commitments hereunder.

Voluntary Increases. Following the Closing Date, the Aggregate Revolving Commitments or the Aggregate TL Commitments may, at the option of the Borrower, be increased by an aggregate amount of up to $400,000,000.00 300,000,000.00 (with the total amount of such increase (up to a total of $400,000,000.00 300,000,000.00 across the Aggregate Revolving Commitments and Aggregate TL Commitments) and the allocation of such increase between the Aggregate Revolving Commitments and Aggregate TL Commitments to be at the option of the Borrower; provided, however, that notwithstanding the foregoing, the amount of any requested increase under this clause (b) shall be equal to or in excess of $10,000,000 or $500,000 increments in excess thereof) if: (i) to the extent it desires to increase one or both of the Aggregate Revolving Commitments or the Aggregate TL Commitments, the Borrower, on or before the date occurring one year prior to the Maturity Date, shall request such increase in writing to the Administrative Agent and shall specify therein its desired allocation of such increase between the Aggregate Revolving Commitments and Aggregate TL Commitments; (ii) BAS is able, within ninety (90) days of receiving an increase request pursuant to subclause (i) above, to syndicate the amount of such increase (A) to one or more Lenders or one or more financial institutions qualifying as an Eligible Assignee and otherwise acceptable to the Borrower, Administrative Agent and BAS and (B) in a manner otherwise in accordance with the terms and conditions set forth in the Fee Letter; provided, that the Borrower shall pay all fees, costs and expenses due and owing pursuant to the terms of the Fee Letter regardless of whether BAS is able to syndicate the amount of the requested increase; (iii) such increase does not increase the amount of the Revolving Commitment or Term Loan Commitment of any Lender without the written consent of such Lender; (iv) the Borrower executes a signature page to this Agreement and/or new Notes reflecting the increase in the Aggregate Revolving Commitments and/or Aggregate TL Commitments (in each case, to the extent requested by the Administrative Agent or any Lender in connection with the documentation of such increase) and executes such other amendments to the Loan Documents as are reasonably deemed necessary by the Administrative Agent; (v) no Default or Event of Default exists as of the date of such request or as of the date on which such increase is to occur;; and (vi) the Borrower pays to BAS (or such other parties entitled thereto) all fees required in connection with such increase in the Aggregate Revolving Commitments and/or Aggregate TL Commitments (including those set forth in the Fee Letter and any other fees agreed to between the Borrower and BAS) and all costs and expenses (including attorneys’ ' costs and fees) incurred by the Administrative Agent in documenting or implementing such increase; and (vii) the Borrowing Base Leverage Ratio as of the date of any increase in the amount of the Aggregate Revolving Commitments and/or the Aggregate TL Commitments under this Section 2.06(b), after giving effect to any new Borrowings as of the date of such increase in such Aggregate Revolving Commitments and/or Aggregate TL Commitments, is not greater than 55.0%. Notwithstanding anything contained herein to the contrary, the Borrower may make a request for increase (whether with respect to the Aggregate Revolving Commitments, the Aggregate TL Commitments or both) pursuant to this Section 2.06(b) not more than three (3) occasions once during the term of this Agreement (with the total increase in the Aggregate Revolving Commitments and Aggregate TL Commitments resulting from such requests subject, in all cases, to the $400,000,000 limitation and the other terms and conditions set forth above)Agreement. Upon the effectiveness of any increase in the Aggregate Revolving Commitments or the Aggregate TL Commitments pursuant to this section, all of the terms and conditions of the Loan Documents shall apply to the such increased amounts as if such amounts were in effect as of the date hereof. Each Lender that may be a party hereto from time to time hereby acknowledges that the Aggregate Revolving Commitments or the Aggregate TL Commitments may be increased pursuant to this Section 2.06(b2.05(b) regardless of whether such Lender approves such increase or increases its Revolving Commitment or Aggregate TL Commitments hereunder.

Voluntary Increases. Following the Closing Date, the Aggregate Revolving Commitments or the Aggregate TL Commitments may, at the option of the Borrower, be increased by an aggregate amount of up to $400,000,000.00 100,000,000.00 (with the total amount of such increase (up to a total of $400,000,000.00 100,000,000.00 across the Aggregate Revolving Commitments and Aggregate TL Commitments) and the allocation of such increase between the Aggregate Revolving Commitments and Aggregate TL Commitments to be at the option of the Borrower; provided, however, that notwithstanding the foregoing, the amount of any requested increase under this clause (b) shall be equal to or in excess of $10,000,000 or $500,000 increments in excess thereof) if: (i) to the extent it desires to increase one or both of the Aggregate Revolving Commitments or the Aggregate TL Commitments, the Borrower, on or before the date occurring one year prior to the Maturity Date, shall request such increase in writing to the Administrative Agent and shall specify therein its desired allocation of such increase between the Aggregate Revolving Commitments and Aggregate TL Commitments; (ii) BAS is able, within ninety (90) days of receiving an increase request pursuant to subclause (i) above, to syndicate the amount of such increase (A) to one or more Lenders or one or more financial institutions qualifying as an Eligible Assignee and otherwise acceptable to the Borrower, Administrative Agent and BAS and (B) in a manner otherwise in accordance with the terms and conditions set forth in the Fee Letter; provided, that the Borrower shall pay all fees, costs and expenses due and owing pursuant to the terms of the Fee Letter regardless of whether BAS is able to syndicate the amount of the requested increase; (iii) such increase does not increase the amount of the Revolving Commitment or Term Loan Commitment of any Lender without the written consent of such Lender; (iv) the Borrower executes a signature page to this Agreement and/or new Notes reflecting the increase in the Aggregate Revolving Commitments and/or Aggregate TL Commitments (in each case, to the extent requested by the Administrative Agent or any Lender in connection with the documentation of such increase) and executes such other amendments to the Loan Documents as are reasonably deemed necessary by the Administrative Agent; (v) no Default or Event of Default exists as of the date of such request or as of the date on which such increase is to occur;; and (vi) the Borrower pays to BAS (or such other parties entitled thereto) all fees required in connection with such increase in the Aggregate Revolving Commitments and/or Aggregate TL Commitments (including those set forth in the Fee Letter and any other fees agreed to between the Borrower and BAS) and all costs and expenses (including attorneys’ costs and fees) incurred by the Administrative Agent in documenting or implementing such increase; and (vii) the Borrowing Base Leverage Ratio as of the date of any increase in the amount of the Aggregate Revolving Commitments and/or the Aggregate TL Commitments under this Section 2.06(b), after giving effect to any new Borrowings as of the date of such increase in such Aggregate Revolving Commitments and/or Aggregate TL Commitments, is not greater than 55.0%. Notwithstanding anything contained herein to the contrary, the Borrower may make a request for increase (whether with respect to the Aggregate Revolving Commitments, the Aggregate TL Commitments or both) pursuant to this Section 2.06(b) not more than three (3) occasions during the term of this Agreement (with the total increase in the Aggregate Revolving Commitments and Aggregate TL Commitments resulting from such requests subject, in all cases, to the $400,000,000 100,000,000 limitation and the other terms and conditions set forth above). Upon the effectiveness of any increase in the Aggregate Revolving Commitments or the Aggregate TL Commitments pursuant to this section, all of the terms and conditions of the Loan Documents shall apply to the such increased amounts as if such amounts were in effect as of the date hereof. Each Lender that may be a party hereto from time to time hereby acknowledges that the Aggregate Revolving Commitments or the Aggregate TL Commitments may be increased pursuant to this Section 2.06(b) regardless of whether such Lender approves such increase or increases its Revolving Commitment or Aggregate TL Commitments hereunder.

Voluntary Increases. Following the Closing Date, the Aggregate Revolving Commitments or the Aggregate TL Commitments may, at the option of the Borrower, may be increased by to an aggregate amount of up to $400,000,000.00 (with the total amount of such increase (up to a total of $400,000,000.00 across the Aggregate Revolving Commitments and Aggregate TL Commitments) and the allocation of such increase between the Aggregate Revolving Commitments and Aggregate TL Commitments to be at the option of the Borrower; provided, however, that notwithstanding the foregoing, the amount of any requested increase under this clause (b) shall be equal to or in excess of $10,000,000 or $500,000 increments in excess thereof) if: 150,000,000.00 if (i) to the extent it desires to increase one or both of the Aggregate Revolving Commitments or the Aggregate TL Commitments, the Borrower, on or before the date occurring one year prior to the Maturity Date, shall request Borrower requests such increase in writing to the Administrative Agent and shall specify therein its desired allocation of such increase between the Aggregate Revolving Commitments and Aggregate TL Commitments; Agent, (ii) BAS the Arranger is able, within ninety (90) days of receiving an increase request pursuant to subclause (i) above, able to syndicate the amount of such increase (A) to one or more Lenders or one or more financial institutions qualifying as an Eligible Assignee and otherwise acceptable to the Borrower, Administrative Agent and BAS and (B) in a manner otherwise in accordance with the terms and conditions set forth in the Fee Syndication Letter; provided, that the Borrower shall pay all fees, costs and expenses due and owing pursuant to the terms of the Fee Letter regardless of whether BAS is able to syndicate the amount of the requested increase; (iii) such increase does not increase the amount of the Revolving Commitment or Term Loan Commitment of any Lender without the written consent of such Lender; , (iv) the Borrower executes a signature page to this Agreement and/or new Notes promissory notes reflecting the increase in the Aggregate Revolving Commitments and/or Aggregate TL Commitments (in each case, to the extent requested by the Administrative Agent or any Lender in connection with the documentation of such increase) and executes such other amendments to the Loan Documents as are reasonably deemed necessary by the Administrative Agent; , (v) no Default or Event of Default exists as of the date of at such request or as of the date on which such increase is to occur; time and (vi) the Borrower pays to BAS (or such other parties entitled thereto) all fees required by the Fee Letter in connection with such increase in the Aggregate Revolving Commitments and/or Aggregate TL Commitments (including those set forth in the Fee Letter and any other fees agreed to between the Borrower and BAS) and all costs and expenses (including attorneys’ costs and feesAttorney Costs) incurred by the Administrative Agent in documenting or implementing such increase; and (vii) the Borrowing Base Leverage Ratio as of the date of any increase in the amount of the Aggregate Revolving Commitments and/or the Aggregate TL Commitments under this Section 2.06(b), after giving effect to any new Borrowings as of the date of such increase in such Aggregate Revolving Commitments and/or Aggregate TL Commitments, is not greater than 55.0%. Notwithstanding anything contained herein to the contrary, the Borrower may make a request for increase (whether with respect to the Aggregate Revolving Commitments, the Aggregate TL Commitments or both) pursuant to this Section 2.06(b) not more than three (3) occasions during the term of this Agreement (with the total increase in the Aggregate Revolving Commitments and Aggregate TL Commitments resulting from such requests subject, in all cases, to the $400,000,000 limitation and the other terms and conditions set forth above). Upon the effectiveness of any increase in the Aggregate Revolving Commitments or the Aggregate TL Commitments pursuant to this section, all All of the terms and conditions of the Loan Documents shall apply to the such increased amounts amount of the Aggregate Revolving Commitments as if such amounts amount were in effect as of the date hereof. Each Lender that may be a party hereto from time to time hereby acknowledges that the Aggregate Revolving Commitments or the Aggregate TL Commitments may be increased pursuant to this Section 2.06(b2.05(b) regardless of whether such Lender approves such increase or increases its Revolving Commitment or hereunder; provided, that Arranger hereby agrees to offer to each existing Lender, on terms and conditions similar to those being offered to other prospective lenders, a portion of any increase in the Aggregate TL Revolving Commitments hereunderequal to such Lender's Pro Rata Share of the Aggregate Revolving Commitments immediately prior to such increase. Notwithstanding anything to the contrary contained herein, the Borrower may request an increase in the Aggregate Revolving Commitments no more than once during the term of this Agreement.

Voluntary Increases. Following the Closing Date, the Aggregate Revolving Commitments or and/or the Aggregate Total TL Commitments Outstandings may, at the option of the Borrower, be increased by an aggregate amount of up to $400,000,000.00 100,000,000 (with the total amount of such increase increases (up to a total of the extent less than $400,000,000.00 across the Aggregate Revolving Commitments and Aggregate TL Commitments100,000,000) and the requested allocation of such increase increases between the Aggregate Revolving Commitments and Aggregate and/or the Total TL Commitments Outstandings to be at the option of the Borrower; Borrower (provided, however, that notwithstanding increases to either of the foregoing, Aggregate Revolving Commitments or the Total TL Outstandings shall be in an aggregate amount of $5,000,000 or any requested increase under this clause (b) shall be equal to or in excess whole multiple of $10,000,000 or $500,000 increments 5,000,000 in excess thereof)) if: (i) to the extent it desires to increase one or both of the Aggregate Revolving Commitments or the Aggregate Total TL CommitmentsOutstandings, the Borrower, on or before the date occurring one year prior twenty-four (24) months following the Closing Date, with respect to both the Maturity DateAggregate Revolving Commitments and the Total TL Outstandings, shall request such increase increase(s) in writing to the Administrative Agent and shall specify therein the amount(s) of its desired requested increase(s) and allocation of such increase thereof between the Aggregate Revolving Commitments and Aggregate and/or the Total TL CommitmentsOutstandings; (ii) BAS the Arranger is able, within ninety (90) days of receiving an increase request pursuant to subclause (i) above, to syndicate the amount of such increase (A) to one or more Lenders or one or more financial institutions qualifying as an Eligible Assignee and otherwise acceptable to the Borrower, Administrative Agent and BAS Arranger and (B) in a manner otherwise in accordance with the terms and conditions set forth in the Fee Letter; provided, that the Borrower shall pay to the Arranger all fees, fees and all costs and expenses due and owing pursuant to the terms of the Fee Letter regardless of whether BAS Arranger is able to syndicate the amount of the requested increase; (iii) such increase does not increase the amount of the Revolving Commitment or Term Loan Commitment Loans of any Lender without the written consent of such Lender; (iv) the Borrower executes a signature page to this Agreement and/or new Notes reflecting the increase in the Aggregate Revolving Commitments and/or Aggregate Total TL Commitments (in each case, to the extent requested by the Administrative Agent or any Lender in connection with the documentation of such increase) Outstandings and executes such other amendments to the Loan Documents as are reasonably deemed necessary by the Administrative Agent; (v) the Total Facility Outstandings as of the date of such increase (taking into account any Loans to be funded as of such date) will not exceed the Borrowing Base and the conditions to the funding of any Credit Extension set forth in Section 5.02 are otherwise fully satisfied; (vi) no Default or Event of Default exists as of the date of such request or as of the date on which such increase is to occur;; and (vivii) the Borrower pays to BAS (or such other parties entitled thereto) all fees required by the Fee Letter in connection with such increase in the Aggregate Revolving Commitments and/or Aggregate Total TL Commitments (including those set forth in the Fee Letter and any other fees agreed to between the Borrower and BAS) Outstandings and all reasonable out-of-pocket costs and expenses (including attorneys’ costs and fees) incurred by the Administrative Agent in documenting or implementing such increase; . To the extent the Borrower requests an increase in the Total TL Outstandings, the Arranger is able to secure commitments for such increase (or portion thereof) in accordance with subclause (ii) above and the other conditions to such increase set forth above are fully satisfied, such increase shall be in a single advance pursuant to the terms and conditions set forth in Section 2.02 and Article V hereof as of a date that is mutually agreeable to the Borrower, Arranger, Administrative Agent and the applicable Lenders (whether new or existing) and , in any case, on or following the date on which the above conditions (i) through (vii) the Borrowing Base Leverage Ratio as of the date of any increase in the amount of the Aggregate Revolving Commitments and/or the Aggregate TL Commitments under this Section 2.06(b), after giving effect to any new Borrowings as of the date of such increase in such Aggregate Revolving Commitments and/or Aggregate TL Commitments, is not greater than 55.0%are fully satisfied. Notwithstanding anything contained herein to the contrary, the Borrower may make a request for increase (whether with respect to the Aggregate Revolving Commitments, the Aggregate Total TL Commitments Outstandings or both) pursuant to this Section 2.06(b) not more than three two (32) occasions during the term of this Agreement (with the total increase in the Aggregate Revolving Commitments and Aggregate TL Commitments resulting from such requests subject, in all cases, times prior to the $400,000,000 limitation and date occurring twenty-four (24) months following the other terms and conditions set forth above)Closing Date. Upon the effectiveness of any increase in the Aggregate Revolving Commitments or the Aggregate Total TL Commitments Outstandings pursuant to this section, all of the terms and conditions of the Loan Documents shall apply to the such increased amounts as if such amounts were in effect as of the date hereof. Each Lender that may be a party hereto from time to time hereby acknowledges that the Aggregate Revolving Commitments or the Aggregate Total TL Commitments Outstandings may be increased pursuant to this Section 2.06(b) regardless of whether such Lender approves such increase or increases its Revolving Commitment or Total TL Outstandings hereunder; provided, that Arranger hereby agrees to offer to each existing Lender, on terms and conditions similar to those being offered to other prospective lenders, a portion of any increase in the Aggregate Revolving Commitments or Total TL Outstandings equal to such Lender’s Applicable Percentage of the Aggregate Revolving Commitments hereunderor Total TL Outstandings (as applicable) immediately prior to such increase.

Voluntary Increases. Following the Closing Date, the Aggregate Revolving Commitments or the Aggregate TL Commitments may, at the option of the Borrower, Committed Amount may be increased by to an aggregate amount of up to $400,000,000.00 (with the total amount of such increase (up to a total of $400,000,000.00 across the Aggregate Revolving Commitments and Aggregate TL Commitments) and the allocation of such increase between the Aggregate Revolving Commitments and Aggregate TL Commitments to be at the option of the Borrower; provided, however, that notwithstanding the foregoing, the amount of any requested increase under this clause (b) shall be equal to or in excess of $10,000,000 or $500,000 increments in excess thereof) if: 75,000,000.00 if (i) to the extent it desires to increase one or both of the Aggregate Revolving Commitments or the Aggregate TL Commitments, the Borrower, on or before the date occurring one year prior to the Maturity Date, shall request Borrower requests such increase in writing to the Administrative Agent and shall specify therein its desired allocation of such increase between the Aggregate Revolving Commitments and Aggregate TL Commitments; Agent, (ii) BAS is able, within ninety (90) days of receiving an increase request pursuant to subclause (i) above, able to syndicate the amount of such increase (A) to one or more Lenders or one or more financial institutions qualifying as an Eligible Assignee and otherwise acceptable to the Borrower, Administrative Agent and BAS and (B) in a manner otherwise in accordance with the terms and conditions set forth in the Fee Syndication Letter; provided, that the Borrower shall pay all fees, costs and expenses due and owing pursuant to the terms of the Fee Letter regardless of whether BAS is able to syndicate the amount of the requested increase; (iii) such increase does not increase the amount of the Revolving Commitment or Term Loan Commitment of any Lender without the written consent of such Lender; , (iv) the Borrower executes a signature page to this Agreement and/or new Notes promissory notes reflecting the increase in the Aggregate Revolving Commitments and/or Aggregate TL Commitments (in each case, to the extent requested by the Administrative Agent or any Lender in connection with the documentation of such increase) Committed Amount and executes such other amendments to the Loan Credit Documents as are reasonably deemed necessary by the Administrative Agent; , (v) no Default or Event of Default exists as of the date of at such request or as of the date on which such increase is to occur; time and (vi) the Borrower pays to BAS (or such other parties entitled thereto) all fees required by the Fee Letter in connection with such increase in the Aggregate Revolving Commitments and/or Aggregate TL Commitments (including those set forth in the Fee Letter and any other fees agreed to between the Borrower and BAS) Committed Amount and all costs and expenses (including attorneys’ costs and fees) incurred by the Administrative Agent in documenting or implementing such increase; and (vii) the Borrowing Base Leverage Ratio as of the date of any increase in the amount of the Aggregate Revolving Commitments and/or the Aggregate TL Commitments under this Section 2.06(b), after giving effect to any new Borrowings as of the date of such increase in such Aggregate Revolving Commitments and/or Aggregate TL Commitments, is not greater than 55.0%. Notwithstanding anything contained herein to the contrary, the Borrower may make a request for increase (whether with respect to the Aggregate Revolving Commitments, the Aggregate TL Commitments or both) pursuant to this Section 2.06(b) not more than three (3) occasions during the term of this Agreement (with the total increase in the Aggregate Revolving Commitments and Aggregate TL Commitments resulting from such requests subject, in all cases, to the $400,000,000 limitation and the other terms and conditions set forth above). Upon the effectiveness of any increase in the Aggregate Revolving Commitments or the Aggregate TL Commitments pursuant to this section, all All of the terms and conditions of the Loan Credit Documents shall apply to the such increased amounts amount of the Revolving Committed Amount as if such amounts amount were in effect as of the date hereof. Each Lender that may be a party hereto from time to time hereby acknowledges that the Aggregate Revolving Commitments or the Aggregate TL Commitments Committed Amount may be increased pursuant to this Section 2.06(b3.4(b) regardless of whether such Lender approves such increase or increases its Revolving Commitment or Aggregate TL Commitments hereunder; provided, that BAS hereby agrees to offer to each existing Lender, on terms and conditions similar to those being offered to other prospective lenders, a portion of any increase in the Revolving Committed Amount equal to such Lender’s Revolving Commitment Percentage immediately prior to such increase (to the extent such Lender is not, at such time, a Defaulting Lender). Notwithstanding anything to the contrary contained herein, the Borrower may request an increase in the Revolving Committed Amount no more than once during the term of this Agreement.

Voluntary Increases. Following the Closing First Amendment Effective Date, the Aggregate Revolving Commitments or and/or the Aggregate Total TL Commitments Outstandings may, at the option of the Borrower, be increased by an aggregate amount of up to $400,000,000.00 200,000,000 (with the total amount of such increase increases (up to a total of the extent less than $400,000,000.00 across the Aggregate Revolving Commitments and Aggregate TL Commitments200,000,000) and the requested allocation of such increase increases between the Aggregate Revolving Commitments and Aggregate and/or the Total TL Commitments Outstandings to be at the option of the Borrower; Borrower (provided, however, that notwithstanding increases to either of the foregoing, Aggregate Revolving Commitments or the Total TL Outstandings shall be in an aggregate amount of $25,000,000 or any requested increase under this clause (b) shall be equal to or in excess whole multiple of $10,000,000 or $500,000 increments 5,000,000 in excess thereof)) if:” (ii) Section 2.06(b)(i) of the Credit Agreement is hereby deleted in its entirety and replaced by the following: (i) to the extent it desires to increase one or both of the Aggregate Revolving Commitments or the Aggregate Total TL CommitmentsOutstandings, the Borrower, on or before the date occurring one year prior to the Maturity Date, Borrower shall request such increase increase(s) in writing to the Administrative Agent and shall specify therein the amount(s) of its desired allocation of such increase between the Aggregate Revolving Commitments and Aggregate TL Commitments; (ii) BAS is able, within ninety (90) days of receiving an increase request pursuant to subclause (i) above, to syndicate the amount of such increase (A) to one or more Lenders or one or more financial institutions qualifying as an Eligible Assignee and otherwise acceptable to the Borrower, Administrative Agent and BAS and (B) in a manner otherwise in accordance with the terms and conditions set forth in the Fee Letter; provided, that the Borrower shall pay all fees, costs and expenses due and owing pursuant to the terms of the Fee Letter regardless of whether BAS is able to syndicate the amount of the requested increase; (iii) such increase does not increase the amount of the Revolving Commitment or Term Loan Commitment of any Lender without the written consent of such Lender; (iv) the Borrower executes a signature page to this Agreement and/or new Notes reflecting the increase in the Aggregate Revolving Commitments and/or Aggregate TL Commitments (in each case, to the extent requested by the Administrative Agent or any Lender in connection with the documentation of such increaseincrease(s) and executes such other amendments to the Loan Documents as are reasonably deemed necessary by the Administrative Agent; (v) no Default or Event of Default exists as of the date of such request or as of the date on which such increase is to occur; (vi) the Borrower pays to BAS (or such other parties entitled thereto) all fees required in connection with such increase in the Aggregate Revolving Commitments and/or Aggregate TL Commitments (including those set forth in the Fee Letter and any other fees agreed to allocation thereof between the Borrower and BAS) and all costs and expenses (including attorneys’ costs and fees) incurred by the Administrative Agent in documenting or implementing such increase; and (vii) the Borrowing Base Leverage Ratio as of the date of any increase in the amount of the Aggregate Revolving Commitments and/or the Aggregate Total TL Commitments under this Outstandings;” (iii) The penultimate paragraph of Section 2.06(b), after giving effect to any new Borrowings as ) of the date of such increase Credit Agreement is hereby deleted in such Aggregate Revolving Commitments and/or Aggregate TL Commitments, is not greater than 55.0%. its entirety and replaced by the following: “Notwithstanding anything contained herein to the contrary, the Borrower may make a request for increase (whether with respect to the Aggregate Revolving Commitments, the Aggregate Total TL Commitments Outstandings or both) pursuant to this Section 2.06(b) not more than three four (34) occasions times during the term of this Agreement the Agreement.” (with the total increase in the Aggregate Revolving Commitments and Aggregate TL Commitments resulting from such requests subject, in all cases, to the $400,000,000 limitation and the other terms and conditions set forth aboveo) Section 2.06(c). Upon the effectiveness of any increase in the Aggregate Revolving Commitments or the Aggregate TL Commitments pursuant to this section, all Section 2.06(c) of the terms and conditions Credit Agreement is hereby amended by adding the following at the end of the Loan Documents shall apply to the such increased amounts as if such amounts were in effect as of the date hereof. Each Lender that may be a party hereto from time to time hereby acknowledges that the Aggregate Revolving Commitments or the Aggregate TL Commitments may be increased section: “All notices deliverable pursuant to this Section 2.06(b2.06 may be delivered by electronic mail, facsimile or in hard-copy writing.” (p) regardless Section 2.07(c). Section 2.07(c) of whether such Lender approves such increase or increases the Credit Agreement is hereby deleted in its Revolving Commitment or Aggregate TL Commitments hereunder.entirety and replaced by the following:

Voluntary Increases. Following the Closing Date, the Aggregate Revolving Commitments or the Aggregate TL Commitments may, at the option of the Borrower, may be increased by an aggregate amount of up to $400,000,000.00 100,000,000.00 (with the total amount of such increase (up to a total of $400,000,000.00 across that the Aggregate Revolving Commitments and Aggregate TL Commitments) and the allocation of such increase between the Aggregate Revolving Commitments and Aggregate TL Commitments to be at the option of the Borrower; provided, however, that notwithstanding the foregoing, the would total an amount of any requested increase under this clause (b) shall be equal up to or in excess of $10,000,000 or $500,000 increments in excess thereof600,000,000.00) if: (i) to the extent it desires to increase one or both of the Aggregate Revolving Commitments or the Aggregate TL Commitments, the Borrower, on or before the date occurring one year prior to twelve (12) calendar months following the Maturity Closing Date, shall request such requests an increase in the Aggregate Revolving Commitments in writing to the Administrative Agent (such requested increase to be in an amount of $100,000,000.00 or less) and shall specify therein its desired allocation of such Borrower has not previously made any request for an increase between in the Aggregate Revolving Commitments and Aggregate TL Commitments; (ii) BAS the Arranger is able, within ninety (90) days of receiving an increase request pursuant to subclause (i) above, to syndicate the amount of such increase (A) to one or more Lenders or one or more financial institutions qualifying as an Eligible Assignee and otherwise acceptable to the Borrower, Administrative Agent and BAS Arranger and (B) in a manner otherwise in accordance with the terms and conditions set forth in the Fee Syndication Letter; provided, that the Borrower shall pay to the Arranger all fees, costs and expenses due and owing pursuant to the terms of the Fee Syndication Letter regardless of whether BAS Arranger is able to syndicate the amount of the requested increase; (iii) such increase does not increase the amount of the Revolving Commitment or Term Loan Commitment of any Lender without the written consent of such Lender; (iv) the Borrower executes a signature page to this Agreement and/or execute new Notes reflecting the increase in the Aggregate Revolving Commitments and/or Aggregate TL Commitments (in each case, to the extent requested by the Administrative Agent or any Lender in connection with the documentation of such increase) and executes such other amendments to the Loan Credit Documents as are reasonably deemed necessary by the Administrative Agent; (v) no Default or Event of Default exists as of the date of such request or as of the date on which such increase is to occur;; and (vi) the Borrower pays to BAS (or such other parties entitled thereto) pay all fees required by the Fee Letter and the Syndication Letter in connection with such increase in the Aggregate Revolving Commitments and/or Aggregate TL Commitments (including those set forth in the Fee Letter and any other fees agreed to between the Borrower and BAS) and all costs and expenses (including attorneys’ costs and feesAttorney Costs) incurred by the Administrative Agent in documenting or implementing such increase; and (vii) the Borrowing Base Leverage Ratio as of the date of any increase in the amount of the Aggregate Revolving Commitments and/or the Aggregate TL Commitments under this Section 2.06(b), after giving effect to any new Borrowings as of the date of such increase in such Aggregate Revolving Commitments and/or Aggregate TL Commitments, is not greater than 55.0%. Notwithstanding anything contained herein to the contrary, the Borrower may make a request for increase (whether with respect to the Aggregate Revolving Commitments, the Aggregate TL Commitments or both) pursuant to this Section 2.06(b) not more than three (3) occasions during the term of this Agreement (with the total increase in the Aggregate Revolving Commitments and Aggregate TL Commitments resulting from such requests subject, in all cases, to the $400,000,000 limitation and the other terms and conditions set forth above). Upon the effectiveness of any increase in the Aggregate Revolving Commitments or the Aggregate TL Commitments pursuant to this section, all All of the terms and conditions of the Loan Credit Documents shall apply to the such increased amounts amount of the Aggregate Revolving Commitments as if such amounts amount were in effect as of the date hereof. Each Lender that may be a party hereto from time to time hereby acknowledges that the Aggregate Revolving Commitments or the Aggregate TL Commitments may be increased pursuant to this Section 2.06(b2.05(b) regardless of whether such Lender approves such increase or increases its Revolving Commitment or hereunder; provided, that Arranger hereby agrees to offer to each existing Lender, on terms and conditions similar to those being offered to other prospective lenders, a portion of any increase in the Aggregate TL Revolving Commitments hereunderequal to such Lender’s Pro Rata Share of the Aggregate Revolving Commitments immediately prior to such increase. Notwithstanding anything to the contrary contained herein, the Borrower may request an increase in the Aggregate Revolving Commitments no more than once during the term of this Agreement.

Voluntary Increases. Following the Closing Date, the Aggregate Revolving Commitments or the Aggregate TL Commitments may, at the option of the Borrower, may be increased by an aggregate amount of up to $400,000,000.00 75,000,000.00 (with such that the Aggregate Commitments would total an amount of such increase (up to a total of $400,000,000.00 across the Aggregate Revolving Commitments and Aggregate TL Commitments) and the allocation of such increase between the Aggregate Revolving Commitments and Aggregate TL Commitments to be at the option of the Borrower; provided, however, that notwithstanding the foregoing, the amount of any requested increase under this clause (b) shall be equal to or in excess of $10,000,000 or $500,000 increments in excess thereof400,000,000.00) if: (i) to the extent it desires to increase one or both of the Aggregate Revolving Commitments or the Aggregate TL Commitments, the Borrower, from time to time, on or before the date occurring one year prior to twenty-four (24) calendar months following the Maturity Closing Date, shall request such requests an increase in the Aggregate Commitments in writing to the Administrative Agent and shall specify therein its desired allocation (such requested increase to be in an amount of such increase between the Aggregate Revolving Commitments and Aggregate TL Commitments$75,000,000.00 or less); (ii) BAS is the Arrangers are able, within ninety (90) days of receiving an increase request pursuant to subclause (i) above, to syndicate the amount of such increase on a best efforts basis (A) to one or more Lenders or one or more financial institutions qualifying as an Eligible Assignee and otherwise acceptable to the Borrower, Administrative Agent and BAS Arrangers and (B) in a manner otherwise in accordance with the terms and conditions set forth in the Fee Letter; provided, that any written agreement among the Borrower shall pay all fees, costs and expenses due and owing pursuant the Arrangers relating to the terms of the Fee Letter regardless of whether BAS is able to syndicate the amount of the requested such increase; (iii) such increase does not increase the amount of the Revolving Commitment or Term Loan Commitment of any Lender without the written consent of such Lender; (iv) the Borrower executes a signature page to this Agreement and/or new Notes reflecting the increase in the Aggregate Revolving Commitments and/or Aggregate TL Commitments (in each case, to the extent requested by the Administrative Agent or any Lender in connection with the documentation of such increase) and executes such other amendments to the Loan Documents as are deemed reasonably deemed necessary by the Administrative Agent; (v) no Default or Event of Default exists as of the date of such request and no Default or Event of Default exists as of the date on which such increase is to occur;; and (vi) the Borrower pays to BAS (or such other parties entitled thereto) pay all fees required by the Fee Letter among the Borrower and Arrangers in connection with such increase in the Aggregate Revolving Commitments and/or Aggregate TL Commitments (including those set forth in the Fee Letter and any other fees agreed to between the Borrower and BAS) and all reasonable costs and expenses (including attorneys’ costs and feesAttorney Costs) incurred by the Administrative Agent in documenting or implementing such increase; and (vii) increase regardless of whether the Borrowing Base Leverage Ratio as of the date of any increase in Arrangers are able to syndicate the amount of the Aggregate Revolving Commitments and/or the Aggregate TL Commitments under this Section 2.06(b)requested increase; provided, after giving effect to any new Borrowings as of the date of such increase in such Aggregate Revolving Commitments and/or Aggregate TL Commitmentshowever, is not greater than 55.0%. Notwithstanding anything contained herein to the contrary, that the Borrower may make a request shall not pay any fees for increased amounts until such time as the increase (whether with respect to the Aggregate Revolving Commitments, the Aggregate TL Commitments or both) pursuant to this Section 2.06(b) not more than three (3) occasions during the term of this Agreement (with the total increase in the Aggregate Revolving Commitments and Aggregate TL Commitments resulting from occurs. After such requests subject, in all cases, to the $400,000,000 limitation and the other terms and conditions set forth above). Upon the effectiveness of any increase in the Aggregate Revolving Commitments or the Aggregate TL Commitments pursuant to this sectionincrease, all of the terms and conditions of the Loan Documents shall apply to the such increased amounts amount of the Aggregate Commitments as if such amounts amount were in effect as of the date hereof. Each Lender that may be a party hereto from time to time hereby acknowledges that the Aggregate Revolving Commitments or the Aggregate TL Commitments may be increased pursuant to this Section 2.06(b2.6(b) regardless of whether such Lender approves such increase or increases its Revolving Commitment or hereunder; provided, that Arrangers hereby agree to offer to each existing Lender, on terms and conditions similar to those being offered to other prospective lenders, a portion of any increase in the Aggregate TL Commitments hereunderequal to such Lender's Pro Rata Share of the Aggregate Commitments immediately prior to such increase.

Voluntary Increases. Following the Closing Date, the Aggregate Revolving Commitments or the Aggregate TL Commitments may, at the option of the Borrower, may be increased by an aggregate amount of up to $400,000,000.00 100,000,000.00 (with such that the Aggregate Commitments would total an amount of such increase (up to a total of $400,000,000.00 across the Aggregate Revolving Commitments and Aggregate TL Commitments) and the allocation of such increase between the Aggregate Revolving Commitments and Aggregate TL Commitments to be at the option of the Borrower; provided, however, that notwithstanding the foregoing, the amount of any requested increase under this clause (b) shall be equal to or in excess of $10,000,000 or $500,000 increments in excess thereof500,000,000.00) if: (i) to the extent it desires to increase one or both of the Aggregate Revolving Commitments or the Aggregate TL Commitments, the Borrower, from time to time, on or before the date occurring one year prior to thirty-six (36) calendar months following the Maturity Closing Date, shall request such requests an increase in the Aggregate Commitments in writing to the Administrative Agent and shall specify therein its desired allocation (such requested increase to be in an amount of such increase between the Aggregate Revolving Commitments and Aggregate TL Commitments$100,000,000.00 or less); (ii) BAS the Arranger is able, within ninety (90) days of receiving an increase request pursuant to subclause (i) above, to syndicate the amount of such increase on a best efforts basis (A) to one or more Lenders or one or more financial institutions qualifying as an Eligible Assignee and otherwise acceptable to the Borrower, Administrative Agent and BAS Arranger and (B) in a manner otherwise in accordance with the terms and conditions set forth in the Fee Letter; provided, that any written agreement among the Borrower shall pay all fees, costs and expenses due and owing pursuant the Arranger relating to the terms of the Fee Letter regardless of whether BAS is able to syndicate the amount of the requested such increase; (iii) such increase does not increase the amount of the Revolving Commitment or Term Loan Commitment of any Lender without the written consent of such Lender; (iv) the Borrower executes a signature page to this Agreement and/or new Notes reflecting the increase in the Aggregate Revolving Commitments and/or Aggregate TL Commitments Commitments, the Co-Borrowers execute any new Notes requested by the Lenders (in each case, such new Co-Borrower Notes to the extent requested be held by the Administrative Agent in accordance with the terms of Section 2.11(b)) and any additional documents, instruments or any Lender agreements deemed reasonably necessary in connection with therewith by the documentation of such increase) Administrative Agent, and executes the Borrower and/or the Co-Borrowers execute such other amendments to the Loan Documents as are deemed reasonably deemed necessary by the Administrative Agent; (v) no Default or Event of Default exists as of the date of such request and no Default or Event of Default exists as of the date on which such increase is to occur;; and (vi) the Borrower pays to BAS (or such other parties entitled theretoA) all fees required by the Fee Letter among the Borrower and Arranger in connection with such increase in the Aggregate Revolving Commitments and/or Aggregate TL Commitments (including those set forth Commitments, it being understood and agreed that any increase in the Aggregate Commitments pursuant to this Section 2.06(b) shall constitute "New Money" for purposes of Paragraph 2 of the Fee Letter Letter, and any other fees agreed to between the Borrower and BAS(B) and all reasonable costs and expenses (including attorneys’ costs and feesAttorney Costs) incurred by the Administrative Agent in documenting or implementing such increase; and (vii) increase regardless of whether the Borrowing Base Leverage Ratio as of the date of any increase in Arrangers are able to syndicate the amount of the Aggregate Revolving Commitments and/or the Aggregate TL Commitments under this Section 2.06(b)requested increase; provided, after giving effect to any new Borrowings as of the date of such increase in such Aggregate Revolving Commitments and/or Aggregate TL Commitmentshowever, is not greater than 55.0%. Notwithstanding anything contained herein to the contrary, that the Borrower may make a request shall not pay any fees for increased amounts until such time as the increase (whether with respect to the Aggregate Revolving Commitments, the Aggregate TL Commitments or both) pursuant to this Section 2.06(b) not more than three (3) occasions during the term of this Agreement (with the total increase in the Aggregate Revolving Commitments and Aggregate TL Commitments resulting from occurs. After such requests subject, in all cases, to the $400,000,000 limitation and the other terms and conditions set forth above). Upon the effectiveness of any increase in the Aggregate Revolving Commitments or the Aggregate TL Commitments pursuant to this sectionincrease, all of the terms and conditions of the Loan Documents shall apply to the such increased amounts amount of the Aggregate Commitments as if such amounts amount were in effect as of the date hereof. Each Lender that may be a party hereto from time to time hereby acknowledges that the Aggregate Revolving Commitments or the Aggregate TL Commitments may be increased pursuant to this Section 2.06(b2.6(b) regardless of whether such Lender approves such increase or increases its Revolving Commitment or hereunder; provided, that Arrangers hereby agree to offer to each existing Lender, on terms and conditions similar to those being offered to other prospective lenders, a portion of any increase in the Aggregate TL Commitments hereunderequal to such Lender's Pro Rata Share of the Aggregate Commitments immediately prior to such increase.