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 shall not exceed $150,000,000, # the LC Exposure in respect of Letters of Credit issued by such Issuing Bank does not exceed its Letter of Credit Sublimit (unless such Issuing Bank agrees to do so in its sole discretion) and # the total Revolving Credit Exposures shall not exceed the total Revolving Commitments, and # the Issuing Bank shall not have received written notice from the Administrative 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 Section 4.02 shall not be satisfied with respect thereto.

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 extensionextension, # the aggregate LC Exposure of the Issuing Bank (determined for these purposes without giving effect to the participations therein of the [[Consenting Lenders:Organization]] pursuant to paragraph # of this Section) shall not exceed $150,$25,000,000 (or, so long as [[Administrative Agent:Organization]] is the Issuing Bank, $15,000,000, without the prior written consent of [[Administrative Agent:Organization]]), # the LC Exposure in respect of Letters oftotal Revolving Dollar Credit issued by such Issuing Bank doesExposures (excluding, after the Existing Commitment Termination Date, Non-Extended Loans) shall not exceed its Letter ofthe aggregate Dollar Commitments, # the total Revolving Multicurrency Credit Sublimit (unless such Issuing Bank agrees to do so in its sole discretion)Exposures (excluding, after the Existing Commitment Termination Date, Non-Extended Loans) shall not exceed the aggregate Multicurrency Commitments and # the total Revolving Credit ExposuresCovered Debt Amount shall not exceed the total Revolving Commitments, and # the Issuing Bank shall not have received written notice from the Administrative 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 containedBorrowing Base then in Section 4.02 shall not be satisfied with respect thereto.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 $150,$50,000,000, #and the LC Exposure in respectat such time of Lettersany Issuing Bank (determined for these purposes without giving effect to the participations therein of Credit issued bythe ​ pursuant to paragraph # of this [Section 2.05]) shall not exceed the amount set forth opposite the name of such Issuing Bank does not exceed its Letter of Credit Sublimit (unlesson [Schedule IX] (or such greater amount as may be agreed between the Borrower and such Issuing Bank agreesfrom time to do so in its sole discretion) andtime), # 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 Issuing Banktotal Covered Debt Amount shall not have received written notice fromexceed the Administrative 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 containedBorrowing Base then in Section 4.02 shall not be satisfied with respect thereto.effect.

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) immediately, after giving effect to such issuance, amendment, renewalextension, reinstatement or extensionrenewal # the aggregate LC Exposure shall not exceed $150,000,000, #amount of the LC Exposure in respect ofoutstanding Letters of Credit issued by such Issuing Bank doesthe L/C Issuer shall not exceed its LetterL/C Commitment, # the aggregate L/C Obligations shall not exceed the L/C Sublimit, # the Revolving Exposure of Credit Sublimit (unless such Issuing Bank agrees to do so inany Lender shall not exceed its sole discretion)Revolving Commitment and # the totalTotal Revolving Credit ExposuresExposure shall not exceed the total Revolving Commitments, and # the Issuing Bank shall not have received written notice from the Administrative 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 Section 4.02 shall not be satisfied with respect thereto.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[[Consolidated Parties:Organization]] shall be deemed to represent and warrant that) immediately, after giving effect to such issuance, amendment, renewalextension, reinstatement or extensionrenewal # the aggregate LC ExposureL/C Obligations shall not exceed $150,000,000,the Letter of Credit Sublimit, # the LCRevolving Credit Exposure in respect of Letters of Credit issued by such Issuing Bank doesany Revolving Lender shall not exceed its LetterRevolving Credit Commitment, # the sum of Credit Sublimit (unless such Issuing Bank agrees to do so in its sole discretion) and # the total Revolving Credit Exposures shall not exceed the totalAggregate Revolving Credit Commitments, and # the Issuing Bank 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 have received written notice from the Administrative Agent (at the requestexceed such L/C Issuer’s Letter 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 Section 4.02 shall not be satisfied with respect thereto.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) immediately, after giving effect to such issuance, amendment, renewalextension, reinstatement or extensionrenewal # the aggregate LC Exposure shall not exceed $150,000,000, #amount of the LC Exposure in respect ofoutstanding Letters of Credit issued by such Issuing Bank doesany L/C Issuer shall not exceed its Letter of Credit Sublimit (unless such Issuing Bank agrees to do so in its sole discretion) andL/C Commitment, # the total Revolving Credit Exposuresaggregate L/C Obligations shall not exceed the totalL/C Sublimit, # the Revolving Commitments,Credit Exposure of any Lender shall not exceed its Revolving Credit Commitment and # the Issuing BankTotal Revolving Credit Outstandings shall not have received written notice fromexceed the Administrative 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 Section 4.02 shall not be satisfied with respect thereto.Aggregate Revolving Credit Commitments.

LimitationsIf 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) immediately, after giving effect to such issuance, amendment, renewal or extensionextension, # the aggregateportion of the Total LC Exposure shall not exceed $150,000,000, # the LC Exposure in respect ofattributable to Letters of Credit issued by such Issuing Bank does not exceed its Letter of Credit Sublimit (unlesswill not, unless such Issuing Bank agrees to doshall so agree in its sole discretion)discretion, exceed the LC Issuance Limit of such Issuing Bank, # the Total LC Exposure will not exceed $500,000,000, # no Lender’s Credit Exposure will exceed its Commitment and # the total RevolvingTotal Credit Exposures shallExposure will not exceed the total Revolving Commitments, and # the Issuing Bank shall not have received written notice from the Administrative 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 Section 4.02 shall not be satisfied with respect thereto.Credit Limit.

Limitationsextension) 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) immediately, after giving effect to such issuance, amendment, renewal or extension # the aggregate LC Exposure shall not exceed $150,$40,000,000,000 and # the Aggregate Revolving Credit Exposure shall not exceed the Aggregate 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 Equivalent of 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 does not exceedSublimit. 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 Sublimit (unless suchso issued by an Issuing Bank agrees to do so in excess of its sole discretion)individual Issuing Bank Sublimit then in effect shall nonetheless constitute a Letter of Credit for all purposes of the Credit Agreement, and # the total Revolving Credit Exposures shall not exceed the total Revolving Commitments, and #affect the Issuing Bank shall not have received written notice from the Administrative Agent (at the requestSublimit of the Required Lenders) at least one Business Day priorany other Issuing Bank, subject to the requested datelimitations on the aggregate LC Exposure set forth in [clause (i) of issuance, amendment, renewal or extension that one or more of the conditions contained inthis Section 4.02 shall not be satisfied with respect thereto.2.05(b)].

LimitationsNotice 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) immediately, after giving effect to such issuance, amendment, renewal or extension # the aggregate LC Exposure shall not exceed $150,$25,000,000, # the aggregate Standby LC Exposure shall not exceed $20,000,000, # the aggregate Commercial LC Exposure shall not exceed $5,000,000, # no Revolving Lender’s Revolving Exposure shall exceed its Revolving Commitment and # the Aggregate Revolving Exposure shall not exceed the lesser 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 does not exceed its LetterSublimit. 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 (unlessin effect at the time of such request, and each Issuing Bank agrees to doconsider any such request in good faith. Any Letter of Credit so issued by an Issuing Bank in excess of its sole discretion)individual Issuing Bank Sublimit then in effect shall nonetheless constitute a Letter of Credit for all purposes of the Credit Agreement, and # the total Revolving Credit Exposures shall not exceed the total Revolving Commitments, and #affect the Issuing Bank shall not have received written notice from the Administrative Agent (at the requestSublimit of the Required Lenders) at least one Business Day priorany other Issuing Bank, subject to the requested datelimitations on the aggregate LC Exposure set forth in [clause (i) of issuance, amendment, renewal or extension that one or more of the conditions contained inthis Section 4.02 shall not be satisfied with respect thereto.2.06(b)].

Limitations on Amounts.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) immediately, after giving effect to such issuance, amendment, renewalamendment or extensionextension, # the aggregate LCRevolving L/C Exposure shall not exceed $150,U.S.$5,000,000, # the LC Exposure in respect of Letters of Credit issued by such Issuing Bank does not exceed its Letter of Credit Sublimit (unless such Issuing Bank agrees to do so in its sole discretion) and # the totalTotal Revolving Facility Credit Exposures shall not exceed the total Revolving Commitments,Facility Commitments and # each Lender’s Revolving Facility Credit Exposure shall not exceed such Lender’s Revolving Facility Commitment. Notwithstanding the foregoing or anything to the contrary contained herein, no Issuing Bank shall not have received written noticebe obligated to issue or modify any Letter of Credit if, immediately after giving effect thereto, the outstanding Revolving L/C Exposure in respect of all Letters of Credit issued by such Person and its Affiliates would exceed such Issuing Bank’s L/C Sublimit. Without limiting the foregoing and 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 Administrative Agent (at thetime 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 L/C Sublimit then in effect shall nonetheless constitute a Letter of Credit for all purposes of the Required Lenders) at least one Business Day priorCredit Agreement, and shall not affect the L/C Sublimit of any other Issuing Bank, subject to the requested datelimitations on the aggregate Revolving L/C Exposure set forth in [clause (i) of issuance, amendment, renewal or extension that one or more of the conditions contained inthis Section 4.02 shall not be satisfied with respect thereto.2.05(b)].