Limitations on Amounts. A Letter of Credit shall be issued, amended, renewed or extended only if (and upon issuance, amendment, renewal or extension of each Letter of Credit the Borrower shall be deemed to represent and warrant that), after giving effect to such issuance, amendment, renewal or extension # the aggregate LC Exposure at such time of the Issuing Banks (determined for these purposes without giving effect to the participations therein of the ​ pursuant to paragraph # of this [Section 2.05]) shall not exceed ​, and the LC Exposure at such time of any Issuing Bank (determined for these purposes without giving effect to the participations therein of the ​ pursuant to paragraph # of this [Section 2.05]) shall not exceed the amount set forth opposite the name of such Issuing Bank on [Schedule IX] (or such greater amount as may be agreed between the Borrower and such Issuing Bank from time to time), # the total Revolving Multicurrency Credit Exposures shall not exceed the aggregate Multicurrency Commitments and the total Revolving Dollar Credit Exposure shall not exceed the aggregate Dollar Commitments, # with respect to each Issuing Bank, the sum of such Issuing Bank’s outstanding Revolving Loans, LC Exposure and Swingline Exposure (if any) of such Class shall not exceed its Commitment of such Class and # the total Covered Debt Amount shall not exceed the Borrowing Base then in effect.

Limitations on Amounts. A Letter of Credit shall be issued, amended, renewed or extended only if (and upon issuance, amendment, renewal or extension of each Letter of Credit the Borrower shall be deemed to represent and warrant that), after giving effect to such issuance, amendment, renewal or extensionextension, # the aggregate LC Exposure at such time of the Issuing Banks (determined for these purposes without giving effect to the participations therein of the ​ pursuant to paragraph # of this [Section 2.05]) shall not exceed ​, and the LC Exposure at such time of any Issuing Bank (determined for these purposes without giving effect to the participations therein of the _Lenders:​ pursuant to paragraph # of this [Section 2.05])Section) shall not exceed ​ (or, so long as ​ is the amount set forth oppositeIssuing Bank, ​, without the nameprior written consent of such Issuing Bank on [Schedule IX] (or such greater amount as may be agreed between the Borrower and such Issuing Bank from time to time)​), # the total Revolving MulticurrencyDollar Credit Exposures shall not exceed(excluding, after the aggregate Multicurrency Commitments and the total Revolving Dollar Credit ExposureExisting Commitment Termination Date, Non-Extended Loans) shall not exceed the aggregate Dollar Commitments, # with respect to each Issuing Bank, the sum of such Issuing Bank’s outstandingtotal Revolving Loans, LC Exposure and Swingline Exposure (if any) of such ClassMulticurrency Credit Exposures (excluding, after the Existing Commitment Termination Date, Non-Extended Loans) shall not exceed its Commitment of such Classthe aggregate Multicurrency Commitments and # the total Covered Debt Amount shall not exceed the Borrowing Base then in effect.

Limitations on Amounts. A Letter of Credit shall be issued, amended, renewed or extended only if # (and upon issuance, amendment, renewal or extension of each Letter of Credit the Borrower shall be deemed to represent and warrant that), immediately after giving effect to such issuance, amendment, renewal or extension # the aggregate LC Exposure at such time of the Issuing Banks (determined for these purposes without giving effect to the participations therein of the ​ pursuant to paragraph # of this [Section 2.05]) shall not exceed ​, and# the LC Exposure at such timein respect of any Issuing Bank (determined for these purposes without giving effect to the participations thereinLetters of the ​ pursuant to paragraph # of this [Section 2.05]) shall not exceed the amount set forth opposite the name ofCredit issued by such Issuing Bank on [Schedule IX] (or such greater amount as may be agreed between the Borrower anddoes not exceed its Letter of Credit Sublimit (unless such Issuing Bank from timeagrees to time),do so in its sole discretion) and # the total Revolving Multicurrency Credit Exposures shall not exceed the aggregate Multicurrency Commitments and the total Revolving Dollar Credit Exposure shall not exceed the aggregate Dollar Commitments, # with respect to each Issuing Bank, the sum of such Issuing Bank’s outstanding Revolving Loans, LC Exposure and Swingline Exposure (if any) of such Class shall not exceed its Commitment of such Class and # the total Covered Debt AmountIssuing Bank shall not exceedhave received written notice from the Borrowing Base thenAdministrative Agent (at the request of the Required Lenders) at least one Business Day prior to the requested date of issuance, amendment, renewal or extension that one or more of the conditions contained in effect.[Section 4.02] shall not be satisfied with respect thereto.

Limitations on Amounts.Amounts, Issuance and Amendment. A Letter of Credit shall be issued, amended, renewedextended, reinstated or extendedrenewed only if (and upon issuance, amendment, renewalextension, reinstatement or extensionrenewal of each Letter of Credit the Borrower shall be deemed to represent and warrant that), after giving effect to such issuance, amendment, renewalextension, reinstatement or extensionrenewal # the aggregate LC Exposure at such timeamount of the Issuing Banks (determined for these purposes without giving effect tooutstanding Letters of Credit issued by the participations therein of the ​ pursuant to paragraph # of this [Section 2.05])L/C Issuer shall not exceed ​, andits L/C Commitment, # the LC Exposure at such time of any Issuing Bank (determined for these purposes without giving effect to the participations therein of the ​ pursuant to paragraph # of this [Section 2.05])aggregate L/C Obligations shall not exceed the amount set forth opposite the name of such Issuing Bank on [Schedule IX] (or such greater amount as may be agreed between the Borrower and such Issuing Bank from time to time),L/C Sublimit, # the total Revolving Multicurrency Credit ExposuresExposure of any Lender shall not exceed its Revolving Commitment and # the aggregate Multicurrency Commitments and the totalTotal Revolving Dollar Credit Exposure shall not exceed the aggregate Dollar Commitments, # with respect to each Issuing Bank, the sum of such Issuing Bank’s outstandingtotal Revolving Loans, LC Exposure and Swingline Exposure (if any) of such Class shall not exceed its Commitment of such Class and # the total Covered Debt Amount shall not exceed the Borrowing Base then in effect.Commitments.

Limitations on Amounts.Amounts, Issuance and Amendment. A Letter of Credit shall be issued, amended, renewedextended, reinstated or extendedrenewed only if (and upon issuance, amendment, renewalextension, reinstatement or extensionrenewal of each Letter of Credit the Borrower​ shall be deemed to represent and warrant that), after giving effect to such issuance, amendment, renewalextension, reinstatement or extensionrenewal # the aggregate LC Exposure at such time of the Issuing Banks (determined for these purposes without giving effect to the participations therein of the ​ pursuant to paragraph # of this [Section 2.05]) shall not exceed ​, and the LC Exposure at such time of any Issuing Bank (determined for these purposes without giving effect to the participations therein of the ​ pursuant to paragraph # of this [Section 2.05])L/C Obligations shall not exceed the amount set forth opposite the nameLetter of such Issuing Bank on [Schedule IX] (or such greater amount as may be agreed between the Borrower and such Issuing Bank from time to time),Credit Sublimit, # the Revolving Credit Exposure of any Revolving Lender shall not exceed its Revolving Credit Commitment, # the sum of the total Revolving Multicurrency Credit Exposures shall not exceed the aggregate Multicurrency Commitments and the totalAggregate Revolving Dollar Credit Exposure shall not exceed the aggregate Dollar Commitments, # with respect to each Issuing Bank, the sum of such Issuing Bank’s outstanding Revolving Loans, LC Exposure and Swingline Exposure (if any) of such Class shall not exceed its Commitment of such Class and # the total Covered Debt Amount shallaggregate undrawn amount of all outstanding Letters of Credit issued by any L/C Issuer plus the aggregate amount of all Unreimbursed Amounts pursuant to any Letter of Credit issued by such L/C Issuer does not exceed the Borrowing Base then in effect.such L/C Issuer’s Letter of Credit Commitment.

Limitations on Amounts.Amounts, Issuance and Amendment. A Letter of Credit shall be issued, amended, renewedextended, reinstated or extendedrenewed only if (and upon issuance, amendment, renewalextension, reinstatement or extensionrenewal of each Letter of Credit the applicable Borrower shall be deemed to represent and warrant that), after giving effect to such issuance, amendment, renewalextension, reinstatement or extensionrenewal # the aggregate LC Exposure at such timeamount of the Issuing Banks (determined for these purposes without giving effect to the participations thereinoutstanding Letters of the ​ pursuant to paragraph # of this [Section 2.05])Credit issued by any L/C Issuer shall not exceed ​, andits L/C Commitment, # the LC Exposure at such time of any Issuing Bank (determined for these purposes without giving effect to the participations therein of the ​ pursuant to paragraph # of this [Section 2.05])aggregate L/C Obligations shall not exceed the amount set forth opposite the name of such Issuing Bank on [Schedule IX] (or such greater amount as may be agreed between the Borrower and such Issuing Bank from time to time),L/C Sublimit, # the total Revolving Multicurrency Credit ExposuresExposure of any Lender shall not exceed its Revolving Credit Commitment and # the Total Revolving Credit Outstandings shall not exceed the aggregate Multicurrency Commitments and the totalAggregate Revolving Dollar Credit Exposure shall not exceed the aggregate Dollar Commitments, # with respect to each Issuing Bank, the sum of such Issuing Bank’s outstanding Revolving Loans, LC Exposure and Swingline Exposure (if any) of such Class shall not exceed its Commitment of such Class and # the total Covered Debt Amount shall not exceed the Borrowing Base then in effect.Commitments.

If requested by the applicable Issuing Bank, the Borrower also shall submit a letter of credit application on Amounts.such Issuing Bank’s standard form in connection with any request for a Letter of Credit (other than an Existing Letter of Credit). A Letter of Credit shall be issued, amended, renewed or extended by an Issuing Bank only if (and upon issuance, amendment, renewal or extension of each Letter of Credit the Borrower shall be deemed to represent and warrant that), after giving effect to such issuance, amendment, renewal or extensionextension, # the aggregateportion of the Total LC Exposure atattributable to Letters of Credit issued by such timeIssuing Bank will not, unless such Issuing Bank shall so agree in its sole discretion, exceed the LC Issuance Limit of such Issuing Bank, # the Issuing Banks (determined for these purposes without giving effect to the participations therein of the ​ pursuant to paragraph # of this [Section 2.05]) shallTotal LC Exposure will not exceed ​, # no Lender’s Credit Exposure will exceed its Commitment and # the LCTotal Credit Exposure at such time of any Issuing Bank (determined for these purposes without giving effect to the participations therein of the ​ pursuant to paragraph # of this [Section 2.05]) shallwill not exceed the amount set forth opposite the name of such Issuing Bank on [Schedule IX] (or such greater amount as may be agreed between the Borrower and such Issuing Bank from time to time), # the total Revolving Multicurrency Credit Exposures shall not exceed the aggregate Multicurrency Commitments and the total Revolving Dollar Credit Exposure shall not exceed the aggregate Dollar Commitments, # with respect to each Issuing Bank, the sum of such Issuing Bank’s outstanding Revolving Loans, LC Exposure and Swingline Exposure (if any) of such Class shall not exceed its Commitment of such Class and # the total Covered Debt Amount shall not exceed the Borrowing Base then in effect.Limit.

extension) a notice requesting the issuance of a Letter of Credit, or identifying the Letter of Credit to be amended, renewed or extended, and specifying the date of issuance, amendment, renewal or extension (which shall be a Business Day), the date on Amounts.which such Letter of Credit is to expire (which shall comply with paragraph # of this Section), the amount of such Letter of Credit, the name and address of the beneficiary thereof and such other information as shall be necessary to prepare, amend, renew or extend such Letter of Credit. If requested by the applicable Issuing Bank, the Company (and the applicable Subsidiary if such Letter of Credit is to be issued for the account of a Subsidiary) also shall submit an application and such other agreements on the applicable Issuing Bank’s standard forms in connection with any request for a Letter of Credit, completed to the reasonable satisfaction of the applicable Issuing Bank, and such other certificates, documents and other papers and information as the applicable Issuing Bank may reasonably request. A Letter of Credit shall be issued, amended, renewed or extended only if (and upon issuance, amendment, renewal or extension of each Letter of Credit the BorrowerCompany shall be deemed to represent and warrant that), after giving effect to such issuance, amendment, renewal or extension # the aggregate LC Exposure at such time of the Issuing Banks (determined for these purposes without giving effect to the participations therein of the ​ pursuant to paragraph # of this [Section 2.05]) shall not exceed ​, and the LC Exposure at such time of any Issuing Bank (determined for these purposes without giving effect to the participations therein of the ​ pursuant to paragraph # of this [Section 2.05]) shall not exceed the amount set forth opposite the name of such Issuing Bank on [Schedule IX] (or such greater amount as may be agreed between the Borrower and such Issuing Bank from time to time), # the totalAggregate Revolving Multicurrency Credit Exposures shall not exceed the aggregate Multicurrency Commitments and the total Revolving Dollar Credit Exposure shall not exceed the aggregateAggregate Commitments. Notwithstanding the foregoing or anything to the contrary contained herein, no Issuing Bank shall be obligated to issue or modify any Letter of Credit if, immediately after giving effect thereto, the Dollar Commitments, # withEquivalent of the outstanding LC Exposure in respect to each Issuing Bank, the sum of all Letters of Credit issued by such Person and its Affiliates would exceed such Issuing Bank’s outstanding Revolving Loans,Issuing Bank Sublimit. Without limiting the foregoing and without affecting the limitations contained herein, it is understood and agreed that any Borrower may from time to time request that an Issuing Bank issue Letters of Credit in excess of its individual Issuing Bank Sublimit in effect at the time of such request, and each Issuing Bank may, in its sole discretion, issue Letters of Credit in excess of its individual Issuing Bank Sublimit. Any Letter of Credit so issued by an Issuing Bank in excess of its individual Issuing Bank Sublimit then in effect shall nonetheless constitute a Letter of Credit for all purposes of the Credit Agreement, and shall not affect the Issuing Bank Sublimit of any other Issuing Bank, subject to the limitations on the aggregate LC Exposure and Swingline Exposure (if any)set forth in _clause (i) of such Class shall not exceed its Commitment of such Class and # the total Covered Debt Amount shall not exceed the Borrowing Base then in effect.this Section 2.05(b)_.

event of any conflict between the terms and conditions of this Agreement and the terms and conditions of any Letter of Credit Agreement, the terms and conditions of this Agreement shall control. A Letter of Credit shall be issued, amended, renewedamended or extended only if (and upon issuance, amendment, renewalamendment or extension of each Letter of Credit the Borrower shall be deemed to represent and warrant that), after giving effect to such issuance, amendment, renewalamendment or extensionextension, # the aggregate LCRevolving L/C Exposure at such time of the Issuing Banks (determined for these purposes without giving effect to the participations therein of the ​ pursuant to paragraph # of this [Section 2.05]) shall not exceed U.S.​, and the LC Exposure at such time of any Issuing Bank (determined for these purposes without giving effect to the participations therein of the ​ pursuant to paragraph # of this [Section 2.05]) shall not exceed the amount set forth opposite the name of such Issuing Bank on [Schedule IX] (or such greater amount as may be agreed between the Borrower and such Issuing Bank from time to time), # the totalTotal Revolving MulticurrencyFacility Credit Exposures shall not exceed the aggregate Multicurrencytotal Revolving Facility Commitments and the total# each Lender’s Revolving DollarFacility Credit Exposure shall not exceed such Lender’s Revolving Facility Commitment. Notwithstanding the aggregate Dollar Commitments, # withforegoing or anything to the contrary contained herein, no Issuing Bank shall be obligated to issue or modify any Letter of Credit if, immediately after giving effect thereto, the outstanding Revolving L/C Exposure in respect to each Issuing Bank, the sum of all Letters of Credit issued by such Person and its Affiliates would exceed such Issuing Bank’s outstanding Revolving Loans, LC ExposureL/C Sublimit. Without limiting the foregoing and Swingline Exposure (if any)without affecting the limitations contained herein, it is understood and agreed that the Borrower may from time to time request that an Issuing Bank issue Letters of Credit in excess of its individual L/C Sublimit in effect at the time of such Classrequest, and each Issuing Bank agrees to consider any such request in good faith. Any Letter of Credit so issued by an Issuing Bank in excess of its individual L/C Sublimit then in effect shall nonetheless constitute a Letter of Credit for all purposes of the Credit Agreement, and shall not exceed its Commitmentaffect the L/C Sublimit of such Class and #any other Issuing Bank, subject to the total Covered Debt Amount shall not exceedlimitations on the Borrowing Base thenaggregate Revolving L/C Exposure set forth in effect.​.

Notice of Issuance, Amendment, Renewal, Extension; Certain Conditions. To request the issuance of a Letter of Credit (or the amendment, renewal or extension of an outstanding Letter of Credit), the Borrower Representative shall deliver by hand or facsimile (or transmit through Electronic Systems, if arrangements for doing so have been approved by the Issuing Bank) to the Issuing Bank and the Administrative Agent (reasonably in advance of, but in any event no less than three (3) Business Days prior to the requested date of issuance, amendment, renewal or extension) a notice requesting the issuance of a Letter of Credit, or identifying the Letter of Credit to be amended, renewed or extended, and specifying the date of issuance, amendment, renewal or extension (which shall be a Business Day), the date on Amounts.which such Letter of Credit is to expire (which shall comply with paragraph # of this Section), the amount of such Letter of Credit, the name and address of the beneficiary thereof and such other information as shall be necessary to prepare, amend, renew or extend such Letter of Credit. If requested by the Issuing Bank, the applicable Borrower also shall submit a letter of credit application on the Issuing Bank’s standard form in connection with any request for a Letter of Credit. A Letter of Credit shall be issued, amended, renewed or extended only if (and upon issuance, amendment, renewal or extension of each Letter of Credit the BorrowerBorrowers shall be deemed to represent and warrant that), after giving effect to such issuance, amendment, renewal or extension # the aggregate LC Exposure at such time of the Issuing Banks (determined for these purposes without giving effect to the participations therein of the ​ pursuant to paragraph # of this [Section 2.05]) shall not exceed ​, and# the aggregate Standby LC Exposure at such time of any Issuing Bank (determined for these purposes without giving effect to the participations therein of the ​ pursuant to paragraph # of this [Section 2.05]) shall not exceed the amount set forth opposite the name of such Issuing Bank on [Schedule IX] (or such greater amount as may be agreed between the Borrower and such Issuing Bank from time to time)​, # the total Revolving Multicurrency Credit Exposuresaggregate Commercial LC Exposure shall not exceed ​, # no Revolving Lender’s Revolving Exposure shall exceed its Revolving Commitment and # the aggregate Multicurrency Commitments and the totalAggregate Revolving Dollar Credit Exposure shall not exceed the aggregate Dollar Commitments, # withlesser of the Aggregate Revolving Commitment and the Borrowing Base. Notwithstanding the foregoing or anything to the contrary contained herein, no Issuing Bank shall be obligated to issue or modify any Letter of Credit if, immediately after giving effect thereto, the outstanding LC Exposure in respect of all Letters of Credit issued by such Person and its Affiliates would exceed such Issuing Bank’s Issuing Bank Sublimit. Without limiting the foregoing and without affecting the limitations contained herein, it is understood and agreed that the Borrower Representative may from time to time request that an Issuing Bank issue Letters of Credit in excess of its individual Issuing Bank Sublimit in effect at the time of such request, and each Issuing Bank agrees to consider any such request in good faith. Any Letter of Credit so issued by an Issuing Bank in excess of its individual Issuing Bank Sublimit then in effect shall nonetheless constitute a Letter of Credit for all purposes of the Credit Agreement, and shall not affect the Issuing Bank Sublimit of any other Issuing Bank, subject to the sum of such Issuing Bank’s outstanding Revolving Loans,limitations on the aggregate LC Exposure and Swingline Exposure (if any)set forth in _clause (i) of such Class shall not exceed its Commitment of such Class and # the total Covered Debt Amount shall not exceed the Borrowing Base then in effect.this Section 2.06(b)_.