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 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 $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 total Revolving Dollar Credit Exposures (excluding, after the Existing Commitment Termination Date, Non-Extended Loans) shall not exceed the aggregate Dollar Commitments, # the total Revolving Multicurrency Credit Exposures (excluding, after the Existing Commitment Termination Date, Non-Extended Loans) shall not exceed the aggregate Multicurrency Commitments and # the total Covered Debt Amount shall not exceed the Borrowing Base then in effect.

Limitations on Amounts, Issuance and Amendment. No Issuing Bank shall be under any obligation to issue any Letter of Credit if:

Amounts. Subject to the satisfaction of the conditions precedent set forth in Section Six and so long as no Default or Event of Default then exists, each Lender severally, but not jointly, agrees, upon Borrowers’ request from time to time on any Business Day during the period from the date hereof to the Maturity Date, to make revolving loans (the “Revolving Loans”) to Borrowers, in amounts not to exceed (except for Wells Fargo with respect to Non-Ratable Loans and except for the Agent with respect to Agent Advances) such Lender’s Pro Rata Share of the Availability. The Lenders, however, in their unanimous discretion, may elect to make Revolving Loans in excess of the Availability on one or more occasions, but if they do so, neither the Agent nor the Lenders shall be deemed thereby to have changed the limits of the Total Credit Facility or the Availability or to be obligated to exceed such limits on any other occasion, subject to the Agent’s authority, in its discretion, to make Agent Advances pursuant to the terms of [Section 2.2(i)]. If the sum of outstanding Revolving Loans, together with all outstanding Letter of Credit Obligations, exceeds the Availability, Lenders may refuse to make or otherwise restrict the making of Revolving Loans as Lenders determine until such excess has been eliminated, subject to the Agent’s authority, in its discretion, to make Agent Advances pursuant to the terms of [Section 2.2(i)].

Limitations. Each Option will be designated in the Award Agreement as either an Incentive Stock Option or a Nonstatutory Stock Option. Notwithstanding such designation, however, to the extent that the aggregate Fair Market Value of the Shares with respect to which Incentive Stock Options are exercisable for the first time by the Participant during any calendar year (under all plans of the Company and any Parent or Subsidiary) exceeds one hundred thousand dollars ($100,000), such Options will be treated as Nonstatutory Stock Options. For purposes of this Section 6.3, Incentive Stock Options will be taken into account in the order in which they were granted, the Fair Market Value of the Shares will be determined as of the time the Option with respect to such Shares is granted, and calculation will be performed in accordance with Code Section 422 and the U.S. Treasury Regulations promulgated thereunder.

Limitations. The Shares issued pursuant to the Plan may be authorized but unissued Shares, or may be issued Shares which have been reacquired by the Company.

Limitations. A Win State Payment shall only become due and payable if the Company’s programs are under active development or being actively marketed at the time such Win State Payment is due.

Limitations The agreement of Borrowers shall not be necessary to the effectiveness of any modification of a Loan Document that deals solely with the rights and duties of Lenders, Agent and/or Issuing Bank as among themselves Only the consent of the parties to any agreement relating to fees or a Bank Product shall be required for modification of such agreement, and no Bank Product provider (in such capacity) shall have any right to consent to modification of any Loan Document other than its Bank Product agreement Any waiver or consent granted by Agent or Lenders hereunder shall be effective only if in writing and only for the matter specified

Limitations. A Participant shall not have any interest in any Award until it is distributed in accordance with the Plan. The fact that an Employee has been selected to be a Participant for a Performance Period shall not in any manner entitle such Participant to receive an Award for such period. The determination as to whether or not such Participant shall be paid an Award for such Performance Period shall be determined solely in accordance with the provisions of Sections 10 and 13 hereof. All payments and distributions to be made thereunder shall be paid from the general assets of the Company. Nothing contained in the Plan, and no action taken pursuant to its provisions, shall create or be construed to create a trust of any kind, or a fiduciary relationship between the Company and any employee, former employee or any other person. The Plan shall not constitute part of any Participant's or Employee's employment contract with the Company or any participating Subsidiary. Participation in the Plan shall not create or imply a right to continued employment.

Limitations. Subject to adjustment in accordance with Section 3, # the maximum aggregate number of shares of Stock represented by all Awards granted to any one Participant during any one Energen fiscal year shall not exceed 400,000 calculated assuming maximum payout of the Awards and with each Restricted Stock Unit and Performance Share representing one share of Stock; # consistent with clause (i), the maximum number of shares of Stock represented by Awards of Stock Options granted to any one Participant during any one Energen fiscal year shall not exceed 400,000; and # the maximum number of shares of stock represented by Incentive Stock Options granted after March 3, 2016, shall not exceed 1,882,581. A Participant may be granted more than one Award during any Energen fiscal year.

Limitations. (i) Expedia may, at any time and in its sole discretion, refuse to offer, display, or list for booking any Decolar Travel Products, including Properties’ rooms made available by Supplier through the Decolar API to the Expedia System. Expedia makes no representations or warranties regarding the Expedia System, Decolar Travel Products or Properties’ rooms, including any temporary or permanent interruption of the operation of the Expedia System or with respect to the number, frequency, or type of rooms booked through the Expedia System. With respect to Standalone Bookings, Package Bookings and Opaque Bookings, nothing in this Agreement constitutes a sale or rental of rooms to or by Expedia. (ii) EXCEPT AS EXPRESSLY DESCRIBED IN THIS AGREEMENT, TO THE MAXIMUM EXTENT PERMITTED BY LAW, NO PARTY WILL BE LIABLE FOR ANY INDIRECT, SPECIAL, INCIDENTAL, OR OTHER CONSEQUENTIAL DAMAGES ARISING OUT OF OR RELATING TO THIS AGREEMENT OR FOR ANY DIRECT OR INDIRECT LOST PROFITS OR REVENUE OR BUSINESS, OR LOST OR CORRUPTED DATA OR LOST ANTICIPATED SAVINGS OR GOODWILL OR REPUTATION, INCLUDING COSTS OR EXPENSES (INCLUDING ATTORNEYS’ FEES AND EXPENSES). (iii) Except as expressly described in this Agreement, no Party makes any warranties of any kind, whether express, implied, statutory or otherwise, and each Party specifically disclaims all implied warranties, including any warranties of merchantability or fitness for a particular purpose, to the maximum extent permitted by applicable law. (iv) Nothing in this Agreement shall limit or exclude any Party’s liability for fraud, death or personal injury caused by negligence any other liability which cannot be limited by law or any liability it has under an express obligation in this Agreement to indemnify the other.