Common use of The L/C Commitment Clause in Contracts

The L/C Commitment. (a) Subject to the terms and conditions hereof, including, without limitation, the satisfaction of the conditions precedent set forth in Section 6 hereof, the Issuing Lender, in reliance on the agreements of the other Lenders set forth in subsection 3.4(a), agrees to issue letters of credit (the “Letters of Credit”) for the account of any Borrower or any Subsidiary or Affiliate of EPC, on any Business Day during the Commitment Period in such form as may be approved from time to time by the Issuing Lender; provided that the Issuing Lender shall not issue any Letter of Credit if, after giving effect to such issuance and after giving effect to any Loans requested to be made or Letters of Credit requested to be issued on such date the sum of the Loans and Letter of Credit Outstandings would exceed the lesser of (x) the Commitments and (y) the Borrowing Base then in effect. Each Letter of Credit shall (i) be issued to support obligations of any Borrower or any Subsidiary or Affiliate of EPC, contingent or otherwise, which finance the working capital and business needs of such Borrower or Subsidiary or Affiliate of EPC, and (ii) shall expire no later than the earlier of (x) one year (or such later date agreed to by the Issuing Lender) after the date of issuance and (y) five Business Days prior to the Termination Date, provided that any Letter of Credit with a one-year tenor may provide for the extension thereof for additional one-year periods (which shall in no event extend beyond the date referred to in clause (y) above). Each Letter of Credit shall be denominated in Dollars. (b) Each Letter of Credit shall be subject to the Uniform Customs or, at the option of the Issuing Lender, the ISP, and, to the extent not inconsistent therewith, the laws of the State of New York. (c) The Issuing Lender shall not at any time be obligated to issue any Letter of Credit hereunder if such issuance would conflict with, or cause the Issuing Lender or any Participating Lender to exceed any limits imposed by, any applicable Requirement of Law.

The L/C Commitment. (ai) Subject to the terms and conditions hereof, including, without limitation, the satisfaction of the conditions precedent set forth in Section 6 hereofherein, the Issuing Lender(A) each L/C Issuer agrees, in reliance on upon the agreements of the other Revolver Lenders set forth in subsection 3.4(a)this Section 2.3, agrees (1) from time to issue letters of credit (the “Letters of Credit”) for the account of any Borrower or any Subsidiary or Affiliate of EPC, time on any Business Day during the Commitment Period period from the Closing Date until the L/C Expiration Date, to issue L/Cs in Dollars or with respect to the Australian L/C Issuer, the Alternative Currency, for the account of Borrower or its Subsidiaries in an aggregate amount not to exceed such form as may be approved from time L/C Issuer’s L/C Commitment, and to time amend or renew L/Cs previously issued by it, in accordance with subsection (b) below, and (2) to honor sight drafts under the Issuing LenderL/Cs; and (B) Revolver Lenders severally agree to participate in L/Cs issued for the account of Borrower; provided that the Issuing no L/C Issuer shall be obligated to make any L/C Credit Extension with respect to any L/C, and no Revolver Lender shall not issue be obligated to participate in any Letter L/C, if as of the date of such L/C Credit if, after giving effect to such issuance and Extension (after giving effect to any Loans requested to be made or Letters of proposed L/C Credit requested to be issued Extension on such date the sum of the Loans and Letter of Credit Outstandings would exceed the lesser of date), (x) the Commitments and Revolver Commitment Usage would exceed the Revolver Commitment, (y) the Borrowing Base then in effectaggregate Outstanding Amount of the Revolver Loans of such Revolving Lender, plus such Revolver Lender’s Commitment Percentage of the Outstanding Amount of all L/C Exposure, plus such Revolving Lender’s Commitment Percentage of the Outstanding Amounts of all Swing Line Loans would exceed such Revolver Lender’s Revolver Commitment, or (z) the Outstanding Amount of the L/C Exposure would exceed the L/C Sublimit. Each Letter request by Borrower for the issuance or amendment of an L/C shall be deemed to be a representation by Borrower that the L/C Credit shall (i) be issued Extension so requested complies with the conditions set forth in the proviso to support obligations of any Borrower or any Subsidiary or Affiliate of EPC, contingent or otherwise, which finance the working capital and business needs of such Borrower or Subsidiary or Affiliate of EPCpreceding sentence. Within the foregoing limits, and subject to the terms and conditions hereof, Borrower’s ability to obtain L/Cs shall be fully revolving; accordingly Borrower may, during the foregoing period, obtain L/Cs to replace L/Cs that have expired or that have been drawn upon and reimbursed. All Existing L/Cs shall be deemed to have been issued pursuant hereto, and from and after the Closing Date shall be subject to and governed by the terms and conditions hereof. (ii) The L/C Issuers shall expire no later not issue any L/C if: (A) subject to Section 2.3(b)(iii), the expiry date of such requested L/C would occur more than the earlier of (x) one year (or such later date agreed to by the Issuing Lender) twelve months after the date of issuance or last renewal, unless Required Revolver Lenders have approved such expiry date or unless the requested L/C is a Bond L/C, in which case the Bond L/C will expire in accordance with the terms set forth in the applicable Bond L/C as approved by the applicable L/C Issuer and Administrative Agent in accordance with Section 2.3(i); or (B) the expiry date of the requested L/C would occur after the L/C Expiration Date, unless (x) all the Revolver Lenders and the applicable L/C Issuer have approved such expiry date or (y) five Business Days prior such L/C is cash collateralized on terms and pursuant to arrangements satisfactory to the Termination applicable L/C Issuer. (iii) The L/C Issuers shall not be under any obligation to issue any L/C if: (A) any order, judgment, or decree of any Governmental Authority or arbitrator shall by its terms purport to enjoin or restrain the applicable L/C Issuer from issuing such L/C, or any Law applicable to the applicable L/C Issuer or any request or directive (whether or not having the force of Law) from any Governmental Authority with jurisdiction over the applicable L/C Issuer shall prohibit, or request that such L/C Issuer refrain from, the issuance of letters of credit generally or such L/C in particular or shall impose upon the applicable L/C Issuer with respect to such L/C any restriction, reserve, or capital requirement (for which such L/C Issuer is not otherwise compensated hereunder) not in effect on the Closing Date, provided that or shall impose upon the applicable L/C Issuer any Letter unreimbursed loss, cost or expense which was not applicable on the Closing Date and which such L/C Issuer in good xxxxx xxxxx material to it; (B) the issuance of Credit with a one-year tenor may provide for such L/C would violate one or more policies of the extension thereof for additional one-year periods applicable L/C Issuer applicable to letters of credit generally; (which shall in no event extend beyond the date referred C) such L/C is to in clause (y) above). Each Letter of Credit shall be denominated in Dollars.a currency other than Dollars (or the Alternative Currency with respect to L/Cs issued by the Australian L/C Issuer); (bD) Each Letter any Revolver Lender is at that time a Defaulting Lender, unless the applicable L/C Issuer has entered into arrangements, including the delivery of Credit shall be subject Cash Collateral, satisfactory to such L/C Issuer (in its sole discretion) with Borrower or such Revolver Lender to eliminate such L/C Issuer’s actual or potential Fronting Exposure (after giving effect to Section 3.15(a)(iv)) with respect to the Uniform Customs Defaulting Lender arising from either the L/C then proposed to be issued or that L/C and all other L/C Exposure as to which such L/C Issuer has actual or potential Fronting Exposure, as it may elect in its sole discretion; or, at (E) the option Australian L/C Issuer does not as of the Issuing Lender, the ISP, and, to the extent not inconsistent therewith, the laws issuance date of the State of New Yorkrequested L/C issue L/Cs in the Alternative Currency. (c) The Issuing Lender shall not at any time be obligated to issue any Letter of Credit hereunder if such issuance would conflict with, or cause the Issuing Lender or any Participating Lender to exceed any limits imposed by, any applicable Requirement of Law.

The L/C Commitment. (ai) Subject to the terms and conditions hereof, including, without limitationset forth herein, the satisfaction of the conditions precedent set forth in Section 6 hereof, the Issuing LenderL/C Issuer agrees, in reliance on upon the agreements of the other Borrower and the Revolving Credit Lenders set forth in subsection 3.4(a)this Section 2.03, agrees (a) from time to issue letters of credit (the “Letters of Credit”) for the account of any Borrower or any Subsidiary or Affiliate of EPC, time on any Business Day during the Commitment Period in such form period from the Closing Date until the L/C Expiration Date (other than during the Revolver Freeze Period), to issue Letters of Credit, or (as the case may be) to cause Letters of Credit to be approved from time to time issued by the Issuing L/C Substitute Issuer, in each case for the account of the Borrower, and to amend or extend Letters of Credit previously issued, or (as the case may be) to cause Letters of Credit previously issued to be amended or extended by the L/C Substitute Issuer, all in accordance with Section 2.03(b), and (b) to honor drawings under the Letters of Credit, or (as the case may be) to cause the L/C Substitute Issuer to honor drawings under the Letters of Credit; and the Revolving Credit Lenders severally agree to participate in Letters of Credit issued for the account of the Borrower and any drawings thereunder; provided, however, that after giving effect to any L/C Credit Extension with respect to any Letter of Credit, (x) the Consolidated Revolving Credit Outstanding shall not exceed the Revolving Credit Commitment then in effect, (y) the aggregate Outstanding Amount of the Revolving Credit Loans of any Revolving Lender; provided , plus such Lender’s Applicable Revolving Credit Percentage of the Outstanding Amount of all L/C Obligations, shall not exceed such Lender’s Revolving Credit Commitment, and (z) the aggregate Outstanding Amount of the L/C Obligations shall not exceed the L/C Commitment. Each request by the Borrower for the issuance or amendment of a Letter of Credit shall be deemed to be a representation by the Borrower that the Issuing Lender L/C Credit Extension so requested complies with the conditions set forth in the proviso to the preceding sentence. Within the foregoing limits, and subject to the terms and conditions hereof, the Borrower’s ability to obtain Letters of Credit shall be fully revolving, and accordingly the Borrower may, during the foregoing period, obtain Letters of Credit to replace Letters of Credit that have expired or that have been drawn upon and reimbursed. (ii) The L/C Issuer shall not issue any Letter of Credit ifCredit, after giving effect to such issuance and after giving effect to or (as the case may be) cause any Loans requested to be made or Letters Letter of Credit requested to be issued on by the L/C Substitute Issuer, if: (1) subject to Section 2.03(b)(iii), the expiry date of such date the sum of the Loans and requested Letter of Credit Outstandings would exceed the lesser of occur more than twelve (x12) the Commitments and (y) the Borrowing Base then in effect. Each Letter of Credit shall (i) be issued to support obligations of any Borrower or any Subsidiary or Affiliate of EPC, contingent or otherwise, which finance the working capital and business needs of such Borrower or Subsidiary or Affiliate of EPC, and (ii) shall expire no later than the earlier of (x) one year (or such later date agreed to by the Issuing Lender) months after the date of issuance and (y) five Business Days prior to or last extension, unless the Termination Date, Administrative Agent has approved such expiry date; provided that any Letter of Credit with a one-year tenor term may provide for the extension renewal thereof for additional one-year periods (which shall in no event extend beyond the L/C Expiration Date); or (2) the expiry date referred to in clause (y) above). Each of such requested Letter of Credit shall be denominated in Dollarswould occur after the L/C Expiration Date, unless all the Revolving Credit Lenders have approved such expiry date. (b) Each Letter of Credit shall be subject to the Uniform Customs or, at the option of the Issuing Lender, the ISP, and, to the extent not inconsistent therewith, the laws of the State of New York. (ciii) The Issuing Lender L/C Issuer shall not at be under any time be obligated obligation to issue any Letter of Credit hereunder if such issuance would conflict withCredit, or (as the case may be) to cause any Letter of Credit to be issued by the Issuing Lender L/C Substitute Issuer, if: (1) any order, judgment or decree of any Governmental Authority or arbitrator shall by its terms purport to enjoin or restrain the L/C Issuer or the L/C Substitute Issuer from issuing such Letter of Credit, or any Participating applicable Law or any request or directive (whether or not having the force of law) from any Governmental Authority with jurisdiction over the L/C Issuer or the L/C Substitute Issuer shall prohibit, or request that the L/C Issuer or the L/C Substitute Issuer refrain from, the issuance of letters of credit generally or such Letter of Credit in particular or shall impose upon the L/C Issuer or the L/C Substitute Issuer with respect to such Letter of Credit any restriction, reserve or capital requirement (for which the L/C Issuer or the L/C Substitute Issuer is not otherwise compensated hereunder) not in effect on the L/C Commitment Effective Date, or shall impose upon the L/C Issuer or the L/C Substitute Issuer any unreimbursed loss, cost or expense which was not applicable on the L/C Commitment Effective Date and which the L/C Issuer in good xxxxx xxxxx material to it; (2) except as otherwise agreed by the Administrative Agent and the L/C Issuer, such Letter of Credit is in an initial stated amount less than $25,000; (3) such Letter of Credit is to be denominated in any currency other than Dollars; (4) such Letter of Credit contains any provisions for automatic reinstatement of the stated amount after any drawing thereunder; (5) any default of any Revolving Lender’s obligations to fund under Section 2.03(c) exists or any Revolving Lender is at such time a Defaulting Lender hereunder, unless the L/C Issuer has entered into satisfactory arrangements with the Borrower or such Lender to exceed eliminate the L/C Issuer’s risk with respect to such Lender; or (6) the proceeds of such Letter of Credit would be made available to any limits imposed byPerson (x) to fund any activity or business of or with any Sanctioned Person or in any Sanctioned Countries, that, at the time of such funding, is the subject of any applicable Requirement Sanctions or (y) in any manner that would result in a violation of Lawany Sanctions by any party to this Agreement. (iv) The L/C Issuer shall not amend any Letter of Credit, or otherwise cause any Letter of Credit to be amended by the L/C Substitute Issuer, if the L/C Issuer would not be permitted at such time to issue such Letter of Credit, or (as the case may be) to cause such Letter of Credit to be issued, in its amended form under the terms hereof. (v) The L/C Issuer shall be under no obligation to amend any Letter of Credit, or otherwise to cause any Letter of Credit to be amended, if (x) the L/C Issuer would have no obligation at such time to issue such Letter of Credit (or to cause such Letter of Credit to be issued) in its amended form under the terms hereof, or (y) the beneficiary of such Letter of Credit does not accept the proposed amendment to such Letter of Credit. (vi) The L/C Issuer shall act on behalf of the Revolving Credit Lenders with respect to any Letters of Credit issued, or (as the case may be) caused to be issued, by it and the documents associated therewith, and the L/C Issuer shall have all of the benefits, immunities and exculpations (x) provided to the Administrative Agent in Article IX with respect to any acts taken or omissions suffered by the L/C Issuer in connection with Letters of Credit issued or caused to be issued by it or proposed to be issued by it and Issuer Documents pertaining to such Letters of Credit as fully as if the term “Administrative Agent” as used in Article IX included the L/C Issuer with respect to such acts or omissions, and (y) as additionally provided herein with respect to the L/C Issuer.

The L/C Commitment. (ai) Subject to the terms and conditions hereof, including, without limitationset forth herein, the satisfaction of the conditions precedent set forth in Section 6 hereof, the Issuing LenderL/C Issuer agrees, in reliance on upon the agreements of the other Borrowers and the Revolving Credit Lenders set forth in subsection 3.4(a)this Section 2.03, agrees (a) from time to issue letters of credit (the “Letters of Credit”) for the account of any Borrower or any Subsidiary or Affiliate of EPC, time on any Business Day during the Commitment Period in such form period from the Second Restatement Date until the L/C Expiration Date, to issue Letters of Credit, or (as the case may be) to cause Letters of Credit to be approved from time to time issued by the Issuing L/C Substitute Issuer, in each case for the account of a Borrower, and to amend or extend Letters of Credit previously issued, or (as the case may be) to cause Letters of Credit previously issued to be amended or extended by the L/C Substitute Issuer, all in accordance with Section 2.03(b), and (b) to honor drawings under the Letters of Credit, or (as the case may be) to cause the L/C Substitute Issuer to honor drawings under the Letters of Credit; and the Revolving Credit Lenders severally agree to participate in Letters of Credit issued for the account of a Borrower and any drawings thereunder; provided, however, that after giving effect to any L/C Credit Extension with respect to any Letter of Credit, (x) the Consolidated Revolving Credit Outstanding shall not exceed the Revolving Credit Commitment then in effect, (y) the aggregate Outstanding Amount of the Revolving Credit Loans of any Revolving Lender; provided , plus such Lender’s Applicable Revolving Credit Percentage of the Outstanding Amount of all L/C Obligations, shall not exceed such Lender’s Revolving Credit Commitment, and (z) the aggregate Outstanding Amount of the L/C Obligations shall not exceed the L/C Commitment. Each request by the Lead Borrower, on behalf of any Borrower, for the issuance or amendment of a Letter of Credit shall be deemed to be a representation by the Borrowers that the Issuing Lender L/C Credit Extension so requested complies with the conditions set forth in the proviso to the preceding sentence. Within the foregoing limits, and subject to the terms and conditions hereof, a Borrower’s ability to obtain Letters of Credit shall be fully revolving, and accordingly a Borrower may, during the foregoing period, obtain Letters of Credit to replace Letters of Credit that have expired or that have been drawn upon and reimbursed. (ii) The L/C Issuer shall not issue any Letter of Credit ifCredit, after giving effect to such issuance and after giving effect to or (as the case may be) cause any Loans requested to be made or Letters Letter of Credit requested to be issued on by the L/C Substitute Issuer, if: 1) subject to Section 2.03(b)(iii), the expiry date of such date the sum of the Loans and requested Letter of Credit Outstandings would exceed the lesser of occur more than twelve (x12) the Commitments and (y) the Borrowing Base then in effect. Each Letter of Credit shall (i) be issued to support obligations of any Borrower or any Subsidiary or Affiliate of EPC, contingent or otherwise, which finance the working capital and business needs of such Borrower or Subsidiary or Affiliate of EPC, and (ii) shall expire no later than the earlier of (x) one year (or such later date agreed to by the Issuing Lender) months after the date of issuance and (y) five Business Days prior to or last extension, unless the Termination Date, Administrative Agent has approved such expiry date; provided that any Letter of Credit with a one-year tenor term may provide for the extension renewal thereof for additional one-year periods (which shall in no event extend beyond the L/C Expiration Date); or 2) the expiry date referred to in clause (y) above). Each of such requested Letter of Credit shall be denominated in Dollarswould occur after the L/C Expiration Date, unless all the Revolving Credit Lenders have approved such expiry date. (b) Each Letter of Credit shall be subject to the Uniform Customs or, at the option of the Issuing Lender, the ISP, and, to the extent not inconsistent therewith, the laws of the State of New York. (ciii) The Issuing Lender L/C Issuer shall not at be under any time be obligated obligation to issue any Letter of Credit hereunder if such issuance would conflict withCredit, or (as the case may be) to cause any Letter of Credit to be issued by the Issuing Lender L/C Substitute Issuer, if: 1) any order, judgment or decree of any Governmental Authority or arbitrator shall by its terms purport to enjoin or restrain the L/C Issuer or the L/C Substitute Issuer from issuing such Letter of Credit, or any Participating Applicable Law or any request or directive (whether or not having the force of law) from any Governmental Authority with jurisdiction over the L/C Issuer or the L/C Substitute Issuer shall prohibit, or request that the L/C Issuer or the L/C Substitute Issuer refrain from, the issuance of letters of credit generally or such Letter of Credit in particular or shall impose upon the L/C Issuer or the L/C Substitute Issuer with respect to such Letter of Credit any restriction, reserve or capital requirement (for which the L/C Issuer or the L/C Substitute Issuer is not otherwise compensated hereunder) not in effect on the L/C Commitment Effective Date, or shall impose upon the L/C Issuer or the L/C Substitute Issuer any unreimbursed loss, cost or expense which was not applicable on the L/C Commitment Effective Date and which the L/C Issuer in good xxxxx xxxxx material to it; 2) except as otherwise agreed by the Administrative Agent and the L/C Issuer, such Letter of Credit is in an initial stated amount less than $100,000; 3) such Letter of Credit is to be denominated in any currency other than Dollars; 4) such Letter of Credit contains any provisions for automatic reinstatement of the stated amount after any drawing thereunder; or 5) any default of any Revolving Lender’s obligations to fund under Section 2.03(c) exists or any Revolving Lender is at such time a Defaulting Lender hereunder, unless the L/C Issuer has entered into satisfactory arrangements with the Lead Borrower or such Lender to exceed eliminate the L/C Issuer’s risk with respect to such Lender. (iv) The L/C Issuer shall not amend any limits imposed byLetter of Credit, or otherwise cause any applicable Requirement Letter of LawCredit to be amended by the L/C Substitute Issuer, if the L/C Issuer would not be permitted at such time to issue such Letter of Credit, or (as the case may be) to cause such Letter of Credit to be issued, in its amended form under the terms hereof. (v) The L/C Issuer shall be under no obligation to amend any Letter of Credit, or otherwise to cause any Letter of Credit to be amended, if (x) the L/C Issuer would have no obligation at such time to issue such Letter of Credit (or to cause such Letter of Credit to be issued) in its amended form under the terms hereof, or (y) the beneficiary of such Letter of Credit does not accept the proposed amendment to such Letter of Credit. (vi) The L/C Issuer shall act on behalf of the Revolving Credit Lenders with respect to any Letters of Credit issued, or (as the case may be) caused to be issued, by it and the documents associated therewith, and the L/C Issuer shall have all of the benefits, immunities and exculpations (x) provided to the Administrative Agent in Article IX with respect to any acts taken or omissions suffered by the L/C Issuer in connection with Letters of Credit issued or caused to be issued by it or proposed to be issued by it and Issuer Documents pertaining to such Letters of Credit as fully as if the term “Administrative Agent” as used in Article IX included the L/C Issuer with respect to such acts or omissions, and (y) as additionally provided herein with respect to the L/C Issuer.

The L/C Commitment. (a) Subject to the terms and conditions hereof, including, without limitation, the satisfaction of the conditions precedent set forth in Section 6 hereof, the Issuing Lender, in reliance on the agreements of the other Revolving Credit Lenders set forth in subsection Section 3.4(a), agrees to issue letters of credit (the “Letters of Credit”) Credit for the account of any the Borrower or any Subsidiary or Affiliate of EPC, on any Business Day during the Revolving Credit Commitment Period in such form as may be approved from time to time by the Issuing Lender; provided that the no Issuing Lender shall not issue any Letter of Credit if, after giving effect to such issuance and after giving effect to any Loans requested to be made issuance, (i) the L/C Obligations would exceed $10,000,000 or Letters of Credit requested to be issued on such date (ii) the sum of the Revolving Credit Loans, Swing Line Loans and Letter of Credit Outstandings of all the Revolving Credit Lenders would exceed the lesser Revolving Credit Commitments of (x) all the Commitments and (y) the Borrowing Base then in effectRevolving Credit Lenders. Each Letter of Credit shall (i) be either (x) a Standby L/C issued to provide credit support obligations for insurance and other general corporate requirements of any the Borrower and its Subsidiaries, or any Subsidiary (y) a Trade L/C in respect of the purchase of goods or Affiliate services by the Borrower and its Subsidiaries in the ordinary course of EPC, contingent or otherwise, which finance the working capital and business needs of such Borrower or Subsidiary or Affiliate of EPC, and (ii) shall expire no later than the earlier of (x) one year (or such later Revolving Credit Commitment Termination Date. No Standby L/C shall have an expiry date agreed to by the Issuing Lender) more than 360 days after the its date of issuance, and no Trade L/C shall have an expiry date more than 120 days after its issuance and (y) no later than five Business Days prior to the Revolving Credit Commitment Termination Date, provided that any Letter of Credit with a one-year tenor Standby L/C's may provide for the extension renewal thereof for additional one-year periods (which shall not to exceed one year, but in any event no event extend beyond later than the date referred to in clause (y) above)Revolving Credit Commitment Termination Date. Each Letter of Credit shall be denominated in Dollars. (b) Each Letter of Credit shall be subject to the Uniform Customs or, at the option of the Issuing Lender, the ISP, and, to the extent not inconsistent therewith, the laws of the State of New York. (c) The Issuing Lender shall not at any time be obligated to issue any Letter of Credit hereunder if such issuance would conflict with, or cause the Issuing Lender or any Participating Lender to exceed any limits imposed by, any applicable Requirement of Law. (d) Any Letter of Credit issued and outstanding as of the Closing Date pursuant to the Existing Credit Agreement shall be deemed to be a Letter of Credit issued under this Agreement on the Closing Date.

The L/C Commitment. (a) Pursuant to the Existing Credit Agreement, the Issuing Lenders specified on Schedule 3.1 have issued the letters of credit described on Schedule 3.1 (the "EXISTING LETTERS OF CREDIT"), which from and after the Closing Date shall continue to be "Letters of Credit" hereunder. Subject to the terms and conditions hereof, including, without limitation, the satisfaction of the conditions precedent set forth in Section 6 hereof, the Issuing Lender, in reliance on the agreements of the other Lenders set forth in subsection 3.4(a), agrees to issue letters of credit (together with the “Existing Letters of Credit”, the "LETTERS OF CREDIT") for the account of any the Borrower or any Subsidiary or Affiliate of EPC, on any Business Day during the Commitment Period in such form as may be approved from time to time by the Issuing Lender; provided PROVIDED that the Issuing Lender shall not issue any Letter of Credit if, after giving effect to such issuance and after giving effect to any Loans requested to be made or Letters of Credit requested to be issued on such date date, (i) the Letter of Credit Outstandings would exceed $15,000,000 or (ii) the sum of the Revolving Credit Loans and Letter of Credit Outstandings would exceed the lesser of (x) the Revolving Credit Commitments and (y) the Borrowing Base then in effect. Each Letter of Credit shall (i) be issued to support obligations of any the Borrower or any Subsidiary or Affiliate of EPCits Subsidiaries, contingent or otherwise, which finance the working capital and business needs of such the Borrower or Subsidiary or Affiliate of EPCand its Subsidiaries, and (ii) shall expire no later than the earlier of (x) one year (or such later date agreed to by the Issuing Lender) after the date of issuance and (y) five Business Days prior to the Termination Date, provided PROVIDED that any Letter of Credit with a one-year tenor may provide for the extension thereof for additional one-year periods (which shall in no event extend beyond the date referred to in clause (y) above). Each Letter of Credit shall be denominated in Dollars. (b) Each Letter of Credit shall be subject to the Uniform Customs or, at the option of the Issuing Lender, the ISP, and, to the extent not inconsistent therewith, the laws of the State of New York. (c) The Issuing Lender shall not at any time be obligated to issue any Letter of Credit hereunder if such issuance would conflict with, or cause the Issuing Lender or any Participating Lender to exceed any limits imposed by, any applicable Requirement of Law.

The L/C Commitment. (a) Subject to the terms and conditions hereof, including, without limitation, the satisfaction of the conditions precedent set forth in Section 6 hereof, the Issuing Lender, in reliance on the agreements of the other Lenders set forth in subsection 3.4(a), agrees to issue letters of credit (the “Letters of Credit”"LETTERS OF CREDIT") for the account of any the Borrower or any Subsidiary or Affiliate of EPC, on any Business Day during the Commitment Period in such form as may be approved from time to time by the Issuing Lender; provided PROVIDED that the Issuing Lender shall not issue any Letter of Credit if, after giving effect to such issuance and after giving effect to any Loans requested to be made or Letters of Credit requested to be issued on such date date, (i) the Letter of Credit Outstanding would exceed $25,000,000 or (ii) the sum of the Revolving Credit Loans and Letter of Credit Outstandings Outstanding would exceed the lesser of (x) the Revolving Credit Commitments and (y) the Borrowing Base then in effect. Each Letter of Credit shall (i) be issued to support obligations of any the Borrower or any Subsidiary or Affiliate of EPCits Subsidiaries, contingent or otherwise, which finance the working capital and business needs of such the Borrower or Subsidiary or Affiliate of EPCand its Subsidiaries, and (ii) shall expire no later than the earlier of (x) one year (or such later date agreed to by the Issuing Lender) after the date of issuance and (y) five Business Days prior to the Termination Date, provided PROVIDED that any Letter of Credit with a one-year tenor may provide for the extension thereof for additional one-year periods (which shall in no event extend beyond the date referred to in clause (y) above). Each Letter of Credit shall be denominated in Dollars. (b) Each Letter of Credit shall be subject to the Uniform Customs or, at the option of the Issuing Lender, the ISP, and, to the extent not inconsistent therewith, the laws of the State of New York. (c) The Issuing Lender shall not at any time be obligated to issue any Letter of Credit hereunder if such issuance would conflict with, or cause the Issuing Lender or any Participating Lender to exceed any limits imposed by, any applicable Requirement of Law.

The L/C Commitment. (ai) Subject to the terms and conditions hereof, including, without limitation, the satisfaction of the conditions precedent set forth in Section 6 hereofherein, the Issuing Lendereach L/C Issuer agrees, in reliance on upon the agreements of the other Borrowers and the Revolving Credit Lenders set forth in subsection 3.4(a)this Section 2.03, agrees (a) from time to issue letters of credit (the “Letters of Credit”) for the account of any Borrower or any Subsidiary or Affiliate of EPC, time on any Business Day during the Commitment Period in such form period from the Amendment Effective Date until the L/C Expiration Date, to issue Letters of Credit, or (as the case may be) to cause Letters of Credit to be approved from time to time issued by the Issuing Lender; provided that L/C Substitute Issuer, in each case for the Issuing Lender shall not issue any Letter account of a Borrower, and to amend or extend Letters of Credit ifpreviously issued, after giving effect or (as the case may be) to such issuance cause Letters of Credit previously issued to be amended or extended by the L/C Substitute Issuer, all in accordance with Section 2.03(b), and (b) to honor drawings under the Letters of Credit, or (as the case may be) to cause the L/C Substitute Issuer to honor drawings under the Letters of Credit; and the Revolving Credit Lenders severally agree to participate in Letters of Credit issued for the account of a Borrower and any drawings thereunder; provided, however, that after giving effect to any Loans requested L/C Credit Extension with respect to be made or Letters of Credit requested to be issued on such date the sum of the Loans and any Letter of Credit Outstandings would exceed the lesser of Credit, (x) the Commitments and Consolidated Revolving Credit Outstanding shall not exceed the Revolving Credit Commitment then in effect, (y) the Borrowing Base then in effectaggregate Outstanding Amount of the Revolving Credit Loans of any Revolving Credit Lender, plus such Lender’s Applicable Revolving Credit Percentage of the Outstanding Amount of all L/C Obligations, shall not exceed such Lender’s Revolving Credit Commitment, and (z) the aggregate Outstanding Amount of the L/C Obligations shall not exceed the L/C Commitment. Each request by the Lead Borrower, on behalf of any Borrower, for the issuance or amendment of a Letter of Credit shall (i) be issued deemed to support obligations of any Borrower or any Subsidiary or Affiliate of EPC, contingent or otherwise, which finance be a representation by the working capital and business needs of such Borrower or Subsidiary or Affiliate of EPCBorrowers that the L/C Credit Extension so requested complies with the conditions set forth in the proviso to the preceding sentence. Within the foregoing limits, and subject to the terms and conditions hereof, a Borrower’s ability to obtain Letters of Credit shall be fully revolving, and accordingly a Borrower may, during the foregoing period, obtain Letters of Credit to replace Letters of Credit that have expired or that have been drawn upon and reimbursed. (ii) No L/C Issuer shall expire no later than issue any Letter of Credit, or (as the earlier case may be) cause any Letter of (x) one year (or such later date agreed Credit to be issued by the Issuing LenderL/C Substitute Issuer, if: 1) subject to Section 2.03(b)(iii), the expiry date of such requested Letter of Credit would occur more than twelve (12) months after the date of issuance and (y) five Business Days prior to or last extension, unless the Termination Date, Administrative Agent has approved such expiry date; provided that any Letter of Credit with a one-year tenor term may provide for the extension renewal thereof for additional one-year periods (which shall in no event extend beyond the L/C Expiration Date); or 2) the expiry date referred to in clause (y) above). Each of such requested Letter of Credit shall be denominated in Dollarswould occur after the L/C Expiration Date, unless all the Revolving Credit Lenders have approved such expiry date. (biii) Each Letter of Credit No L/C Issuer shall be subject to the Uniform Customs or, at the option of the Issuing Lender, the ISP, and, to the extent not inconsistent therewith, the laws of the State of New York. (c) The Issuing Lender shall not at under any time be obligated obligation to issue any Letter of Credit, or (as the case may be) to cause any Letter of Credit hereunder to be issued by the L/C Substitute Issuer, if: 1) any order, judgment or decree of any Governmental Authority or arbitrator shall by its terms purport to enjoin or restrain such L/C Issuer or the L/C Substitute Issuer from issuing such Letter of Credit, or any applicable Laws or any request or directive (whether or not having the force of law) from any Governmental Authority with jurisdiction over such L/C Issuer or the L/C Substitute Issuer shall prohibit, or request that such L/C Issuer or the L/C Substitute Issuer refrain from, the issuance of letters of credit generally or such Letter of Credit in particular or shall impose upon such L/C Issuer or the L/C Substitute Issuer with respect to such Letter of Credit any restriction, reserve or capital requirement (for which such L/C Issuer or the L/C Substitute Issuer is not otherwise compensated hereunder) not in effect on the L/C Commitment Effective Date, or shall impose upon such L/C Issuer or the L/C Substitute Issuer any unreimbursed loss, cost or expense which was not applicable on the L/C Commitment Effective Date and which such L/C Issuer in good xxxxx xxxxx material to it; 2) except as otherwise agreed by the Administrative Agent and such L/C Issuer, such Letter of Credit is in an initial stated amount less than $100,000; 3) such Letter of Credit is to be denominated in any currency other than Dollars; 4) such Letter of Credit contains any provisions for automatic reinstatement of the stated amount after any drawing thereunder; or 5) any default of any Revolving Credit Lender’s obligations to fund under Section 2.03(c) exists or any Revolving Credit Lender is at such time a Defaulting Lender hereunder, unless such L/C Issuer has entered into satisfactory arrangements with the Lead Borrower or such Lender to eliminate such L/C Issuer’s risk with respect to such Lender. (iv) No L/C Issuer shall amend any Letter of Credit, or otherwise cause any Letter of Credit to be amended by the L/C Substitute Issuer, if such issuance L/C Issuer would conflict withnot be permitted at such time to issue such Letter of Credit, or (as the case may be) to cause such Letter of Credit to be issued, in its amended form under the Issuing Lender terms hereof. (v) No L/C Issuer shall be under any obligation to amend any Letter of Credit, or otherwise to cause any Participating Lender Letter of Credit to exceed be amended, if (x) such L/C Issuer would have no obligation at such time to issue such Letter of Credit (or to cause such Letter of Credit to be issued) in its amended form under the terms hereof, or (y) the beneficiary of such Letter of Credit does not accept the proposed amendment to such Letter of Credit. (vi) Each L/C Issuer shall act on behalf of the Revolving Credit Lenders with respect to any limits imposed byLetters of Credit issued, or (as the case may be) caused to be issued, by it and the documents associated therewith, and each L/C Issuer shall have all of the benefits, immunities and exculpations (x) provided to the Administrative Agent in Article IX with respect to any applicable Requirement acts taken or omissions suffered by such L/C Issuer in connection with Letters of LawCredit issued or caused to be issued by it or proposed to be issued by it and Issuer Documents pertaining to such Letters of Credit as fully as if the term “Administrative Agent” as used in Article IX included such L/C Issuer with respect to such acts or omissions, and (y) as additionally provided herein with respect to such L/C Issuer.

The L/C Commitment. (a) Subject to the terms and conditions hereof, including, without limitation, the satisfaction of the conditions precedent set forth in Section 6 hereof, the Issuing Lender, in reliance on the agreements of the other Revolving Credit Lenders set forth in subsection 3.4(a), agrees to issue letters of credit (the “Letters of Credit”) Credit for the account of any Borrower or any Subsidiary or Affiliate the Borrower, and Standby L/Cs for the account of EPCCamden solely to support its obligations with respect to the IRBs, on any Business Day during the Revolving Credit Commitment Period in such form as may be approved from time to time by the Issuing Lender; provided that the no Issuing Lender shall not issue any Letter of Credit if, after giving effect to such issuance and after giving effect to any Loans requested to be made issuance, (i) the L/C Obligations would exceed $35,000,000 or Letters of Credit requested to be issued on such date (ii) the sum of the Revolving Credit Loans, Swing Line Loans and Letter of Credit Outstandings of all the Revolving Credit Lenders would exceed the lesser of (x) the Revolving Credit Commitments less the amount of any commitment in respect of any working capital facility described in subsection 8.2(i) (iii) of all the Revolving Credit Lenders and (y) the Borrowing Base then in effect. Each Letter of Credit shall (i) be either (x) a Standby L/C issued to support obligations of any the Borrower or any Subsidiary or Affiliate of EPCits Subsidiaries, contingent or otherwise, which finance the working capital and business needs of such the Borrower and its Subsidiaries incurred in the ordinary course of business, or (y) a Trade L/C in respect of the purchase of goods or services by the Borrower or Subsidiary or Affiliate any of EPC, its Subsidiaries in the ordinary course of business and (ii) shall expire no later than the earlier of (x) one year (or such later Revolving Credit Commitment Termination Date. No Standby L/C shall have an expiry date agreed to by the Issuing Lender) more than 360 days after the its date of issuance, provided that a Standby L/C may be renewed for additional 360 day periods, but may not be extended beyond the Revolving Credit Commitment Termination Date. No Trade L/C shall have an expiry date more than 120 days after its issuance and (y) five Business Days or later than thirty days prior to the Revolving Credit Commitment Termination Date, provided that any Letter of Credit with a one-year tenor may provide for the extension thereof for additional one-year periods (which shall in no event extend beyond the date referred to in clause (y) above). Each Letter of Credit shall be denominated in Dollars. No Letter of Credit shall be issued for the account of Camden hereunder unless the Borrower shall have executed and delivered the Borrower Guarantee. (b) Each Letter of Credit shall be subject to the Uniform Customs or, at the option of the Issuing Lender, the ISP, and, to the extent not inconsistent therewith, the laws of the State of New York. (c) The Issuing Lender shall not at any time be obligated to issue any Letter of Credit hereunder if such issuance would conflict with, or cause the Issuing Lender or any Participating Lender to exceed any limits imposed by, any applicable Requirement of Law. (d) Up to an aggregate face amount of $25,000,000 of Letters of Credit may be issued only to support the obligations of the Borrower and/or Camden with respect to the IRBs. (e) Notwithstanding anything set forth herein to the contrary: (i) Upon execution and delivery of the Borrower Guarantee, Chemical Bank Irrevocable Standby Letter of Credit No. C-281929, dated August 1, 1985, in favor 57 52 of Simmxxx Xxxst National Bank of Pine Bluff, as trustee (the "Arkansas Trustee") under the Indenture of Trust (the "Arkansas Indenture") dated as of August 1, 1985, by the City of Pine Bluff, Arkansas to the Arkansas Trustee (the "Arkansas IRB Letter of Credit") shall be deemed to have been issued hereunder and be deemed to be a Letter of Credit for all purposes hereof, provided that the Arkansas IRB Letter of Credit shall be subject to the Uniform Customs and Practice for Documentary Credits (1983 Revision), International Chamber of Commerce Publication No. 400. (ii) The Letter of Credit, Bond Purchase and Guaranty Agreement, dated as of August 1, 1985, among Camden, Oneida and Chemical Bank, as amended by the Amendment, dated as of February 12, 1997 (as so amended, the "Arkansas IRB Letter of Credit Agreement"), shall be deemed to be the Standby L/C Application (or a part thereof) for the Arkansas IRB Letter of Credit and the obligations of Camden under the Arkansas IRB Letter of Credit Agreement shall be deemed to be obligations of Camden in respect of the Arkansas IRB Letter of Credit for all purposes hereof. (iii) In the event that the Issuing Lender is required to purchase any Bonds (as defined in the Arkansas Letter of Credit Agreement) pursuant to 2.1(b) of the Arkansas IRB Letter of Credit Agreement, such purchase shall be deemed to be a drawing under the Arkansas IRB Letter of Credit for all purposes hereof in an amount equal to the aggregate price paid by the Issuing Lender for such Bonds (including accrued interest) and each Participating Lender shall participate in such drawing pursuant to subsection 3.4 hereof, provided that Camden shall not be required to reimburse the Issuing Lender on the date on which the Issuing Lender notifies Camden of such drawing as provided in subsection 3.5 hereof. The amount of any such drawing shall bear interest as provided in the Bonds and in paragraph (iv) below. Upon the resale of such Bonds by the Issuing Lender, the Issuing Lender shall distribute the proceeds of such resale as though such proceeds were a reimbursement of such drawing. The Issuing Lender shall hold all Bonds so purchased and all amounts received in respect of such Bonds for the ratable benefit of each Participating Lender. (iv) In the event that the Issuing Lender is required to purchase any Bonds, Camden and the Borrower agree, jointly and severally, to pay to the Issuing 58 53

The L/C Commitment. (ai) Subject to the terms and conditions hereof, including, without limitation, the satisfaction of the conditions precedent set forth in Section 6 hereofherein, the Issuing Lender(A) each L/C Issuer agrees, in reliance on upon the agreements of the other Revolver Lenders set forth in subsection 3.4(a)this Section 2.3, agrees (1) from time to issue letters of credit (the “Letters of Credit”) for the account of any Borrower or any Subsidiary or Affiliate of EPC, time on any Business Day during the Commitment Period period from the Closing Date until the L/C Expiration Date, to issue L/Cs in Dollars or with respect to the Australian L/C Issuer, the Alternative Currency, for the account of Borrower or its Subsidiaries in an aggregate amount not to exceed such form as may be approved from time L/C Issuer’s L/C Commitment, and to time amend or renew L/Cs previously issued by it, in accordance with subsection (b) below, and (2) to honor sight drafts under the Issuing LenderL/Cs; and (B) Revolver Lenders severally agree to participate in L/Cs issued for the account of Borrower; provided that the Issuing no L/C Issuer shall be obligated to make any L/C Credit Extension with respect to any L/C, and no Revolver Lender shall not issue be obligated to participate in any Letter L/C, if as of the date of such L/C Credit if, after giving effect to such issuance and Extension (after giving effect to any Loans requested to be made or Letters of proposed L/C Credit requested to be issued Extension on such date the sum of the Loans and Letter of Credit Outstandings would exceed the lesser of date), (x) the Commitments and Revolver Commitment Usage would exceed the Revolver Commitment, (y) the Borrowing Base then in effectaggregate Outstanding Amount of the Revolver Loans of such Revolving Lender, plus such Revolver Lender’s Commitment Percentage of the Outstanding Amount of all L/C Exposure, plus such Revolving Lender’s Commitment Percentage of the Outstanding Amounts of all Swing Line Loans would exceed such Revolver Lender’s Revolver Commitment, or (z) the Outstanding Amount of the L/C Exposure would exceed the L/C Sublimit. Each Letter request by Borrower for the issuance or amendment of an L/C shall be deemed to be a representation by Borrower that the L/C Credit shall (i) be issued Extension so requested complies with the conditions set forth in the proviso to support obligations of any Borrower or any Subsidiary or Affiliate of EPC, contingent or otherwise, which finance the working capital and business needs of such Borrower or Subsidiary or Affiliate of EPCpreceding sentence. Within the foregoing limits, and subject to the terms and conditions hereof, Xxxxxxxx’s ability to obtain L/Cs shall be fully revolving; accordingly Borrower may, during the foregoing period, obtain L/Cs to replace L/Cs that have expired or that have been drawn upon and reimbursed. All Existing L/Cs shall be deemed to have been issued pursuant hereto, and from and after the Closing Date shall be subject to and governed by the terms and conditions hereof. (ii) The L/C Issuers shall expire no later not issue any L/C if: (A) subject to Section 2.3(b)(iii), the expiry date of such requested L/C would occur more than the earlier of (x) one year (or such later date agreed to by the Issuing Lender) twelve months after the date of issuance or last renewal, unless Required Revolver Lenders have approved such expiry date or unless the requested L/C is a Bond L/C, in which case the Bond L/C will expire in accordance with the terms set forth in the applicable Bond L/C as approved by the applicable L/C Issuer and Administrative Agent in accordance with Section 2.3(i); or (B) the expiry date of the requested L/C would occur after the L/C Expiration Date, unless (x) all the Revolver Lenders and the applicable L/C Issuer have approved such expiry date or (y) five Business Days prior such L/C is cash collateralized on terms and pursuant to arrangements satisfactory to the Termination applicable L/C Issuer. (iii) The L/C Issuers shall not be under any obligation to issue any L/C if: (A) any order, judgment, or decree of any Governmental Authority or arbitrator shall by its terms purport to enjoin or restrain the applicable L/C Issuer from issuing such L/C, or any Law applicable to the applicable L/C Issuer or any request or directive (whether or not having the force of Law) from any Governmental Authority with jurisdiction over the applicable L/C Issuer shall prohibit, or request that such L/C Issuer refrain from, the issuance of letters of credit generally or such L/C in particular or shall impose upon the applicable L/C Issuer with respect to such L/C any restriction, reserve, or capital requirement (for which such L/C Issuer is not otherwise compensated hereunder) not in effect on the Closing Date, provided that or shall impose upon the applicable L/C Issuer any Letter unreimbursed loss, cost or expense which was not applicable on the Closing Date and which such L/C Issuer in good xxxxx xxxxx material to it; (B) the issuance of Credit with a one-year tenor may provide for such L/C would violate one or more policies of the extension thereof for additional one-year periods applicable L/C Issuer applicable to letters of credit generally; (which shall in no event extend beyond the date referred C) such L/C is to in clause (y) above). Each Letter of Credit shall be denominated in Dollars.a currency other than Dollars (or the Alternative Currency with respect to L/Cs issued by the Australian L/C Issuer); (bD) Each Letter any Revolver Lender is at that time a Defaulting Lender, unless the applicable L/C Issuer has entered into arrangements, including the delivery of Credit shall be subject Cash Collateral, satisfactory to such L/C Issuer (in its sole discretion) with Borrower or such Revolver Lender to eliminate such L/C Issuer’s actual or potential Fronting Exposure (after giving effect to Section 3.15(a)(iv)) with respect to the Uniform Customs Defaulting Lender arising from either the L/C then proposed to be issued or that L/C and all other L/C Exposure as to which such L/C Issuer has actual or potential Fronting Exposure, as it may elect in its sole discretion; or, at (E) the option Australian L/C Issuer does not as of the Issuing Lender, the ISP, and, to the extent not inconsistent therewith, the laws issuance date of the State of New Yorkrequested L/C issue L/Cs in the Alternative Currency. (c) The Issuing Lender shall not at any time be obligated to issue any Letter of Credit hereunder if such issuance would conflict with, or cause the Issuing Lender or any Participating Lender to exceed any limits imposed by, any applicable Requirement of Law.

The L/C Commitment. (ai) Subject to the terms and conditions hereof, including, without limitation, the satisfaction of the conditions precedent set forth in Section 6 hereofherein, the Issuing Lender(A) each L/C Issuer agrees, in reliance on upon the agreements of the other Revolver Lenders set forth in subsection 3.4(a)this Section 2.3, agrees (1) from time to issue letters of credit (the “Letters of Credit”) for the account of any Borrower or any Subsidiary or Affiliate of EPC, time on any Business Day during the Commitment Period period from the Closing Date until the L/C Expiration Date, to issue L/Cs in such form as may be approved from time Dollars or with respect to time the Australian L/C Issuer, the Alternative Currency, for the account of Borrower or its Subsidiaries, and to amend or renew L/Cs previously issued by it, in accordance with subsection (b) below, and (2) to honor sight drafts under the Issuing LenderL/Cs; and (B) Revolver Lenders severally agree to participate in L/Cs issued for the account of Borrower; provided that the Issuing no L/C Issuer shall be obligated to make any L/C Credit Extension with respect to any L/C, and no Revolver Lender shall not issue be obligated to participate in any Letter L/C, if as of the date of such L/C Credit if, after giving effect to such issuance and Extension (after giving effect to any Loans requested to be made or Letters of proposed L/C Credit requested to be issued Extension on such date the sum of the Loans and Letter of Credit Outstandings would exceed the lesser of date), (x) the Commitments and Revolver Commitment Usage would exceed the Revolver Commitment, (y) the Borrowing Base then in effectaggregate Outstanding Amount of the Revolver Loans of such Revolver Lender, plus such Revolver Lender’s Commitment Percentage of the Outstanding Amount of all L/C Exposure, plus such Revolver Lender’s Commitment Percentage of the Outstanding Amount of all Swing Line Loans would exceed such Revolver Lender’s Revolver Commitment, or (z) the Outstanding Amount of the L/C Exposure would exceed the L/C Sublimit. Each Letter request by Borrower for the issuance or amendment of an L/C shall be deemed to be a representation by Borrower that the L/C Credit shall (i) be issued Extension so requested complies with the conditions set forth in the proviso to support obligations of any Borrower or any Subsidiary or Affiliate of EPC, contingent or otherwise, which finance the working capital and business needs of such Borrower or Subsidiary or Affiliate of EPCpreceding sentence. Within the foregoing limits, and subject to the terms and conditions hereof, Borrower’s ability to obtain L/Cs shall be fully revolving; accordingly Borrower may, during the foregoing period, obtain L/Cs to replace L/Cs that have expired or that have been drawn upon and reimbursed. All Existing L/Cs shall be deemed to have been issued pursuant hereto, and from and after the Closing Date shall be subject to and governed by the terms and conditions hereof. (ii) The L/C Issuers shall expire no later not issue any L/C if: (A) subject to Section 2.3(b)(iii), the expiry date of such requested L/C would occur more than the earlier of (x) one year (or such later date agreed to by the Issuing Lender) thirteentwelve months after the date of issuance or last renewal, unless Required Revolver Lenders have approved such expiry date or unless the requested L/C is a Bond L/C, in which case the Bond L/C will expire in accordance with the terms set forth in the applicable Bond L/C as approved by the applicable L/C Issuer and Administrative Agent in accordance with Section 2.3(i); or (B) the expiry date of the requested L/C would occur after the L/C Expiration Date, unless (x) all the Revolver Lenders and the applicable L/C Issuer have approved such expiry date or (y) five Business Days prior such L/C is cash collateralized on terms and pursuant to arrangements satisfactory to the Termination applicable L/C Issuer. (iii) The L/C Issuers shall not be under any obligation to issue any L/C if: (A) any order, judgment, or decree of any Governmental Authority or arbitrator shall by its terms purport to enjoin or restrain the applicable L/C Issuer from issuing such L/C, or any Law applicable to the applicable L/C Issuer or any request or directive (whether or not having the force of Law) from any Governmental Authority with jurisdiction over the applicable L/C Issuer shall prohibit, or request that such L/C Issuer refrain from, the issuance of letters of credit generally or such L/C in particular or shall impose upon the applicable L/C Issuer with respect to such L/C any restriction, reserve, or capital requirement (for which such L/C Issuer is not otherwise compensated hereunder) not in effect on the Closing Date, provided that or shall impose upon the applicable L/C Issuer any Letter unreimbursed loss, cost or expense which was not applicable on the Closing Date and which such L/C Issuer in good xxxxx xxxxx material to it; (B) the issuance of Credit with a one-year tenor may provide for such L/C would violate one or more policies of the extension thereof for additional one-year periods applicable L/C Issuer applicable to letters of credit generally; (which shall in no event extend beyond the date referred C) such L/C is to in clause (y) above). Each Letter of Credit shall be denominated in Dollars.a currency other than Dollars (or the Alternative Currency with respect to L/Cs issued by the Australian L/C Issuer); (bD) Each Letter any Revolver Lender is at that time a Defaulting Lender, unless the applicable L/C Issuer has entered into arrangements, including the delivery of Credit shall be subject Cash Collateral, satisfactory to such L/C Issuer (in its sole discretion) with Borrower or such Revolver Lender to eliminate such L/C Issuer’s actual or potential Fronting Exposure (after giving effect to Section 3.15(a)(iv)) with respect to the Uniform Customs Defaulting Lender arising from either the L/C then proposed to be issued or that L/C and all other L/C Exposure as to which such L/C Issuer has actual or potential Fronting Exposure, as it may elect in its sole discretion; or, at (E) the option Australian L/C Issuer does not as of the Issuing Lender, the ISP, and, to the extent not inconsistent therewith, the laws issuance date of the State of New Yorkrequested L/C issue L/Cs in the Alternative Currency. (c) The Issuing Lender shall not at any time be obligated to issue any Letter of Credit hereunder if such issuance would conflict with, or cause the Issuing Lender or any Participating Lender to exceed any limits imposed by, any applicable Requirement of Law.

The L/C Commitment. (ai) Subject to the terms and conditions hereof, including, without limitation, the satisfaction of the conditions precedent set forth in Section 6 hereofherein, the Issuing Lender(A) each L/C Issuer agrees, in reliance on upon the agreements of the other Lenders set forth in subsection 3.4(a)this Section 2.3, agrees (1) from time to issue letters of credit (the “Letters of Credit”) for the account of any Borrower or any Subsidiary or Affiliate of EPC, time on any Business Day during the Commitment Period period from the Closing Date until the L/C Expiration Date, to issue L/Cs for the account of Borrower or its Subsidiaries, and to amend or renew L/Cs previously issued by it, in such form as may be approved from time accordance with subsection (b) below, and (2) to time by honor sight drafts under the Issuing LenderL/Cs; and (B) Lenders severally agree to participate in L/Cs issued for the account of Borrower; provided that the Issuing no L/C Issuer shall be obligated to make any L/C Credit Extension with respect to any L/C, and no Lender shall not issue be obligated to participate in any Letter L/C, if as of the date of such L/C Credit if, after giving effect to such issuance and Extension (after giving effect to any Loans requested to be made or Letters of proposed L/C Credit requested to be issued Extension on such date the sum of the Loans and Letter of Credit Outstandings would exceed the lesser of date), (x) the Commitments and Commitment Usage would exceed the Total Commitment, (y) the Borrowing Base then in effectaggregate Outstanding Amount of the Revolver Loans of such Lender, plus such Lender’s Commitment Percentage of the Outstanding Amount of all L/C Exposure, plus such Lender’s Commitment Percentage of the Outstanding Amount of all Swing Line Loans would exceed such Lender’s Commitment, or (z) the Outstanding Amount of the L/C Exposure would exceed the L/C Sublimit. Each Letter request by Borrower for the issuance or amendment of an L/C shall be deemed to be a representation by Borrower that the L/C Credit shall (i) be issued Extension so requested complies with the conditions set forth in the proviso to support obligations of any Borrower or any Subsidiary or Affiliate of EPC, contingent or otherwise, which finance the working capital and business needs of such Borrower or Subsidiary or Affiliate of EPCpreceding sentence. Within the foregoing limits, and subject to the terms and conditions hereof, Borrower’s ability to obtain L/Cs shall be fully revolving; accordingly Borrower may, during the foregoing period, obtain L/Cs to replace L/Cs that have expired or that have been drawn upon and reimbursed. All Existing L/Cs shall be deemed to have been issued pursuant hereto, and from and after the Closing Date shall be subject to and governed by the terms and conditions hereof. (ii) The L/C Issuers shall expire no later not issue any L/C if: (A) subject to Section 2.3(b)(iii), the expiry date of such requested L/C would occur more than the earlier of (x) one year (or such later date agreed to by the Issuing Lender) thirteen months after the date of issuance or last renewal, unless Required Lenders have approved such expiry date or unless the requested L/C is a Bond L/C, in which case the Bond L/C will expire in accordance with the terms set forth in the applicable Bond L/C as approved by the applicable L/C Issuer and Administrative Agent in accordance with Section 2.3(i); or (B) the expiry date of the requested L/C would occur after the L/C Expiration Date, unless (x) all the Lenders and the applicable L/C Issuer have approved such expiry date or (y) five Business Days prior such L/C is cash collateralized on terms and pursuant to arrangements satisfactory to the Termination applicable L/C Issuer. (iii) The L/C Issuers shall not be under any obligation to issue any L/C if: (A) any order, judgment, or decree of any Governmental Authority or arbitrator shall by its terms purport to enjoin or restrain the applicable L/C Issuer from issuing such L/C, or any Law applicable to the applicable L/C Issuer or any request or directive (whether or not having the force of Law) from any Governmental Authority with jurisdiction over the applicable L/C Issuer shall prohibit, or request that such L/C Issuer refrain from, the issuance of letters of credit generally or such L/C in particular or shall impose upon the applicable L/C Issuer with respect to such L/C any restriction, reserve, or capital requirement (for which such L/C Issuer is not otherwise compensated hereunder) not in effect on the Closing Date, provided that or shall impose upon the applicable L/C Issuer any Letter unreimbursed loss, cost or expense which was not applicable on the Closing Date and which such L/C Issuer in good xxxxx xxxxx material to it; (B) the issuance of Credit with a one-year tenor may provide for such L/C would violate one or more policies of the extension thereof for additional one-year periods applicable L/C Issuer applicable to letters of credit generally; (which shall in no event extend beyond the date referred C) such L/C is to in clause (y) above). Each Letter of Credit shall be denominated in a currency other than Dollars.; or (bD) Each Letter any Lender is at that time a Defaulting Lender, unless the applicable L/C Issuer has entered into arrangements, including the delivery of Credit shall be subject Cash Collateral, satisfactory to such L/C Issuer (in its sole discretion) with Borrower or such Lender to eliminate such L/C Issuer’s actual or potential Fronting Exposure (after giving effect to Section 3.15(a)(iv)) with respect to the Uniform Customs orDefaulting Lender arising from either the L/C then proposed to be issued or that L/C and all other L/C Exposure as to which such L/C Issuer has actual or potential Fronting Exposure, at the option of the Issuing Lender, the ISP, and, to the extent not inconsistent therewith, the laws of the State of New Yorkas it may elect in its sole discretion. (c) The Issuing Lender shall not at any time be obligated to issue any Letter of Credit hereunder if such issuance would conflict with, or cause the Issuing Lender or any Participating Lender to exceed any limits imposed by, any applicable Requirement of Law.

The L/C Commitment. (ai) Subject to the terms and conditions hereof, including, without limitation, the satisfaction of the conditions precedent set forth in Section 6 hereofherein, the Issuing Lender(A) each L/C Issuer agrees, in reliance on upon the agreements of the other Revolver Lenders set forth in subsection 3.4(a)this Section 2.3, agrees (1) from time to issue letters of credit (the “Letters of Credit”) for the account of any Borrower or any Subsidiary or Affiliate of EPC, time on any Business Day during the Commitment Period period from the Closing Date until the L/C Expiration Date, to issue L/Cs in Dollars or with respect to the Australian L/C Issuer, the Alternative Currency, for the account of Borrower or its Subsidiaries in an aggregate amount not to exceed such form as may be approved from time L/C Issuer’s L/C Commitment, and to time amend or renew L/Cs previously issued by it, in accordance with subsection (b) below, and (2) to honor sight drafts under the Issuing LenderL/Cs; and (B) Revolver Lenders severally agree to participate in L/Cs issued for the account of Borrower; provided that the Issuing no L/C Issuer shall be obligated to make any L/C Credit Extension with respect to any L/C, and no Revolver Lender shall not issue be obligated to participate in any Letter L/C, if as of the date of such L/C Credit if, after giving effect to such issuance and Extension (after giving effect to any Loans requested to be made or Letters of proposed L/C Credit requested to be issued Extension on such date the sum of the Loans and Letter of Credit Outstandings would exceed the lesser of date), (x) the Commitments and Revolver Commitment Usage would exceed the Revolver Commitment, (y) the Borrowing Base then in effectaggregate Outstanding Amount of the Revolver Loans of such Revolving Lender, plus such Revolver Lender’s Commitment Percentage of the Outstanding Amount of all L/C Exposure, would exceed such Revolver Lender’s Revolver Commitment, or (z) the Outstanding Amount of the L/C Exposure would exceed the L/C Sublimit. Each Letter request by Borrower for the issuance or amendment of an L/C shall be deemed to be a representation by Borrower that the L/C Credit shall (i) be issued Extension so requested complies with the conditions set forth in the proviso to support obligations of any Borrower or any Subsidiary or Affiliate of EPC, contingent or otherwise, which finance the working capital and business needs of such Borrower or Subsidiary or Affiliate of EPCpreceding sentence. Within the foregoing limits, and subject to the terms and conditions hereof, Xxxxxxxx’s ability to obtain L/Cs shall be fully revolving; accordingly Borrower may, during the foregoing period, obtain L/Cs to replace L/Cs that have expired or that have been drawn upon and reimbursed. All Existing L/Cs shall be deemed to have been issued pursuant hereto, and from and after the Closing Date shall be subject to and governed by the terms and conditions hereof. (ii) The L/C Issuers shall expire no later not issue any L/C if: (A) subject to Section 2.3(b)(iii), the expiry date of such requested L/C would occur more than the earlier of (x) one year (or such later date agreed to by the Issuing Lender) twelve months after the date of issuance or last renewal, unless Required Revolver Lenders have approved such expiry date or unless the requested L/C is a Bond L/C, in which case the Bond L/C will expire in accordance with the terms set forth in the applicable Bond L/C as approved by the applicable L/C Issuer and Administrative Agent in accordance with Section 2.3(i); or (B) the expiry date of the requested L/C would occur after the L/C Expiration Date, unless (x) all the Revolver Lenders and the applicable L/C Issuer have approved such expiry date or (y) five Business Days prior such L/C is cash collateralized on terms and pursuant to arrangements satisfactory to the Termination applicable L/C Issuer. (iii) The L/C Issuers shall not be under any obligation to issue any L/C if: (A) any order, judgment, or decree of any Governmental Authority or arbitrator shall by its terms purport to enjoin or restrain the applicable L/C Issuer from issuing such L/C, or any Law applicable to the applicable L/C Issuer or any request or directive (whether or not having the force of Law) from any Governmental Authority with jurisdiction over the applicable L/C Issuer shall prohibit, or request that such L/C Issuer refrain from, the issuance of letters of credit generally or such L/C in particular or shall impose upon the applicable L/C Issuer with respect to such L/C any restriction, reserve, or capital requirement (for which such L/C Issuer is not otherwise compensated hereunder) not in effect on the Closing Date, provided that or shall impose upon the applicable L/C Issuer any Letter unreimbursed loss, cost or expense which was not applicable on the Closing Date and which such L/C Issuer in good xxxxx xxxxx material to it; (B) the issuance of Credit with a one-year tenor may provide for such L/C would violate one or more policies of the extension thereof for additional one-year periods applicable L/C Issuer applicable to letters of credit generally; (which shall in no event extend beyond the date referred C) such L/C is to in clause (y) above). Each Letter of Credit shall be denominated in Dollars.a currency other than Dollars (or the Alternative Currency with respect to L/Cs issued by the Australian L/C Issuer); (bD) Each Letter any Revolver Lender is at that time a Defaulting Lender, unless the applicable L/C Issuer has entered into arrangements, including the delivery of Credit shall be subject Cash Collateral, satisfactory to such L/C Issuer (in its sole discretion) with Borrower or such Revolver Lender to eliminate such L/C Issuer’s actual or potential Fronting Exposure (after giving effect to Section 3.15(a)(iv)) with respect to the Uniform Customs Defaulting Lender arising from either the L/C then proposed to be issued or that L/C and all other L/C Exposure as to which such L/C Issuer has actual or potential Fronting Exposure, as it may elect in its sole discretion; or, at (E) the option Australian L/C Issuer does not as of the Issuing Lender, the ISP, and, to the extent not inconsistent therewith, the laws issuance date of the State of New Yorkrequested L/C issue L/Cs in the Alternative Currency. (c) The Issuing Lender shall not at any time be obligated to issue any Letter of Credit hereunder if such issuance would conflict with, or cause the Issuing Lender or any Participating Lender to exceed any limits imposed by, any applicable Requirement of Law.

The L/C Commitment. (a) Subject to the terms and conditions hereof, including, without limitation, the satisfaction of the conditions precedent set forth in Section 6 hereof, the Issuing Lender, in reliance on the agreements of the other Lenders set forth in subsection Section 3.4(a), agrees to issue letters of credit (the “Letters of Credit”) Credit for the account of any the Borrower or any Subsidiary or Affiliate of EPC, on any Business Day during the Commitment Period in such form as may be approved from time to time by the Issuing Lender; provided that the no Issuing Lender shall not issue any Letter of Credit if, after giving effect to such issuance and after giving effect to any Loans requested to be made issuance, (i) the L/C Obligations would exceed $5,000,000 or Letters of Credit requested to be issued on such date (ii) the sum of the Loans and Letter of Credit Outstandings of all the Lenders would exceed the lesser Commitments of (x) all of the Commitments and (y) the Borrowing Base then in effectLenders. Each Letter of Credit shall (i) be either (x) a Standby L/C issued to provide credit support obligations for insurance and other general corporate requirements of any the Borrower and its Subsidiaries, or any Subsidiary (y) a Trade L/C in respect of the purchase of goods or Affiliate services by the Borrower and its Subsidiaries in the ordinary course of EPC, contingent or otherwise, which finance the working capital and business needs of such Borrower or Subsidiary or Affiliate of EPC, and (ii) shall expire no later than the earlier of (x) one year (or such later Termination Date. No Standby L/C shall have an expiry date agreed to by the Issuing Lender) more than 360 days after the its date of issuance, and no Trade L/C shall have an expiry date more than 120 days after its issuance and no later than five (y5) five Business Days prior to the Termination Date, ; provided that any Letter of Credit with a one-year tenor Standby L/Cs may provide for the extension renewal thereof for additional one-year periods (which shall not to exceed one year, but in any event no event extend beyond later than the date referred to in clause (y) above)Termination Date. Each Letter of Credit shall be denominated in Dollars. (b) Each Letter of Credit shall be subject to the Uniform Customs or, at the option of the Issuing Lender, the ISP, and, to the extent not inconsistent therewith, the laws of the State of New York. (c) The Issuing Lender shall not at any time be obligated to issue any Letter of Credit hereunder if such issuance would conflict with, or cause the Issuing Lender or any Participating Lender to exceed any limits imposed by, any applicable Requirement of Law. (d) The outstanding Letters of Credit listed on Schedule 3.1 (the "Existing Letters of Credit") issued and outstanding as of the Closing Date pursuant to the Existing Credit Agreement shall be deemed to be a Letter of Credit issued under this Agreement on the Closing Date (and all obligations in respect of such letter of credit shall be deemed Obligations hereunder).

The L/C Commitment. (a) Subject to the terms and conditions hereofof this Agreement, including, without limitation, the satisfaction of the conditions precedent set forth in Section 6 hereof, the Issuing Lender(i) L/C Issuer agrees, in reliance on the agreements of the other Lenders set forth in subsection 3.4(a)this Article III, agrees to issue letters of credit (the “Letters of Credit”A) for the account of any Borrower or any Subsidiary or Affiliate of EPC, on any Business Day during the Commitment Period period from the Agreement Date until the L/C Facility Expiration Date, to issue Letters of Credit for the account of Borrower and each RIC, and to amend or renew Letters of Credit previously issued by it, in such form as may be approved from time accordance with Section 3.1(b), and (B) to time by honor drafts under the Issuing LenderLetters of Credit, and (ii) Lenders severally agree to participate in Letters of Credit issued for the account of Borrower or any RIC; provided that the Issuing Lender L/C Issuer shall not issue be obligated to make any L/C Credit Extension with respect to any Letter of Credit ifCredit, if as of the date of and before or after giving effect to such issuance L/C Credit Extension, (1) the L/C Obligations would exceed the L/C Commitment, or (2) the Outstanding Amount would exceed the Aggregate Commitments. Within the foregoing limits, and after giving effect subject to any Loans requested the terms and conditions hereof, Borrower’s ability to be made or obtain Letters of Credit requested shall be fully revolving, and accordingly Borrower may, during the foregoing period, obtain Letters of Credit to be issued on such date the sum replace Letters of Credit that have expired or that have been drawn upon and reimbursed. The L/C Commitment is a subfacility of the Loans Aggregate Commitments and not in addition to the Aggregate Commitments. (b) L/C Issurer shall be under no obligation to make any L/C Credit Extension if: (i) any order, judgment or decree of any Governmental Authority or arbitrator shall by its terms purport to enjoin or restrain L/C Issuer from issuing, amending or renewing such Letter of Credit, or any Law applicable to L/C Issuer or any request or directive (whether or not having the force of law) from any Governmental Authority with jurisdiction over L/C Issuer shall prohibit, or request that L/C Issuer refrain from, the issuance, amendment or renewal of letters of credit generally or such Letter of Credit Outstandings would exceed the lesser of (x) the Commitments and (y) the Borrowing Base then in effect. Each particular or shall impose upon L/C Issuer with respect to such Letter of Credit any restriction, reserve or capital requirement (for which L/C Issuer is not otherwise compensated hereunder) not in effect on the Agreement Date, or shall (i) be issued impose upon L/C Issuer any unreimbursed loss, cost or expense which was not applicable on the Agreement Date and which L/C Issuer in good fxxxx xxxxx material to support obligations of any Borrower or any Subsidiary or Affiliate of EPC, contingent or otherwise, which finance the working capital and business needs of such Borrower or Subsidiary or Affiliate of EPC, and it; (ii) shall expire no later than the earlier expiry date of such requested Letter of Credit would occur (A) after the first to occur of (x1) one year (or such later date agreed to by the Issuing Lender) after the date of issuance and (y2) July 30, 2011, or (B) in the case of an Auto-Renewal Letter of Credit, more than five Business Days prior to years after the Termination Date, provided that any initial issuance date of such Auto-Renewal Letter of Credit; (iii) the L/C Credit Extension would violate one or more policies of L/C Issuer; (iv) such Letter of Credit with is to be used for a one-year tenor may provide for purpose other than to assure the extension thereof for additional one-year periods performance of Borrower or a RIC pursuant to a Reinsurance Agreement to which such Borrower and/or such RIC is a party; (which shall in no event extend beyond the date referred to in clause (yv) above). Each such Letter of Credit shall is to be denominated in a currency other than Dollars.; (bvi) Each the face amount of such Letter of Credit shall be subject (including the face amount of any Auto-Renewal Letter of Credit) is less than $100,000; (vii) L/C Issuer has not received the L/C Fee with respect to the Uniform Customs such L/C Credit Extension; or, at the option (viii) such Letter of Credit contains any provisions for automatic reinstatement of the Issuing Lender, the ISP, and, to the extent not inconsistent therewith, the laws of the State of New Yorkstated amount after a drawing thereunder. (c) The Issuing Lender L/C Issuer shall not at any time be obligated under no obligation to issue amend or renew any Letter of Credit hereunder if (i) L/C Issuer would have no obligation at such issuance would conflict withtime to issue such Letter of Credit in its amended or renewed form under the terms hereof, or cause (ii) the Issuing Lender beneficiary of such Letter of Credit does not accept the proposed amendment or renewal to such Letter of Credit. (d) L/C Issuer shall act on behalf of Lenders with respect to any Participating Lender Letters of Credit issued by it and the documents associated therewith, and L/C Issuer shall have all of the benefits and immunities (A) provided to exceed Administrative Agent in Article X with respect to any limits imposed byacts taken or omissions suffered by L/C Issuer in connection with Letters of Credit issued by it or proposed to be issued by it and L/C Agreements pertaining to such Letters of Credit as fully as if the term “Administrative Agent” as used in Article X included L/C Issuer with respect to such acts or omissions, any applicable Requirement of Lawand (B) as additionally provided herein with respect to L/C Issuer.

The L/C Commitment. (a) Subject to the terms and conditions hereof, including, without limitation, the satisfaction of the conditions precedent set forth in Section 6 hereof, the Issuing Lender, in reliance on the agreements of the other Revolving Credit Lenders set forth in subsection 3.4(a), agrees to issue letters of credit (the “Letters of Credit”) Credit for the account of any the Borrower or any Subsidiary or Affiliate of EPC, on any Business Day during the Revolving Credit Commitment Period in such form as may be approved from time to time by the Issuing Lender; provided that (x) the Issuing Lender shall not issue any Letter of Credit that has an expiry date later than the Revolving Credit Commitment Termination Date or if, after giving effect to such issuance issuance, the aggregate Available Revolving Credit Commitments would be less than zero and (y) no Letter of Credit shall be issued if after giving effect to any Loans requested to be made or Letters of Credit requested to be issued on such date thereto the sum of the Loans and Letter of Credit Outstandings would exceed the lesser of (x) the Commitments and (y) the Borrowing Base then in effect$30,000,000. Each Letter of Credit No Standby L/C shall (i) be issued to support obligations of any Borrower or any Subsidiary or Affiliate of EPC, contingent or otherwise, which finance the working capital and business needs of such Borrower or Subsidiary or Affiliate of EPC, and (ii) shall expire no later have an expiry date more than the earlier of (x) one year (or such later date agreed to by the Issuing Lender) after the its date of issuance (except that up to $5,000,000 of Standby L/Cs may have expiry dates up to 3 years after their dates of issuance) and (y) five Business Days prior to the Termination Dateno Trade L/C shall have an expiry date more than 180 days after its issuance, provided provided, however, that any Letter of Credit with a one-year tenor may provide for the extension renewal thereof for additional one-periods not to exceed one year periods (which shall in no event extend beyond the date referred to in clause (y) aboveRevolving Credit Termination Date). Each Letter of Credit shall be denominated in Dollars. (b) Each Letter of Credit shall be subject to the Uniform Customs or, at the option of the Issuing Lender, the ISP, and, to the extent not inconsistent therewith, the laws of the State of New York. (c) The Issuing Lender shall not at any time be obligated to issue any Letter of Credit hereunder if such issuance would conflict with, or cause the Issuing Lender or any Participating Lender to exceed any limits imposed by, any applicable Requirement of Law.

The L/C Commitment. (ai) Subject to the terms and conditions hereof, including, without limitation, the satisfaction of the conditions precedent set forth in Section 6 hereofherein, the Issuing Lender(A) each L/C Issuer agrees, in reliance on upon the agreements of the other Revolver Lenders set forth in subsection 3.4(a)this Section 2.3, agrees (1) from time to issue letters of credit (the “Letters of Credit”) for the account of any Borrower or any Subsidiary or Affiliate of EPC, time on any Business Day during the Commitment Period period from the Closing Date until the L/C Expiration Date, to issue L/Cs for the account of Borrower, and to amend or renew L/Cs previously issued by it, in such form as may be approved from time accordance with subsection (b) below, and (2) to time by honor sight drafts under the Issuing LenderL/Cs; and (B) Revolver Lenders severally agree to participate in L/Cs issued for the account of Borrower; provided that the Issuing no L/C Issuer shall be obligated to make any L/C Credit Extension with respect to any L/C, and no Revolver Lender shall not issue be obligated to participate in any Letter L/C, if as of the date of such L/C Credit if, after giving effect to such issuance and Extension (after giving effect to any Loans requested to be made or Letters of proposed L/C Credit requested to be issued Extension on such date the sum of the Loans and Letter of Credit Outstandings would exceed the lesser of date), (x) the Commitments and Revolver Commitment Usage would exceed the Revolver Commitment, (y) any Revolver Lender's Commitment Percentage of the Borrowing Base then in effect. Each Letter of Credit shall Revolver Commitment Usage would exceed such Revolver Lender's Committed Sum for the Revolver Facility, or (iz) be issued to support obligations of any Borrower or any Subsidiary or Affiliate of EPC, contingent or otherwise, the L/C Exposure would exceed $150,000,000 (which finance the working capital and business needs of such Borrower or Subsidiary or Affiliate of EPCamount is part of, and not in addition to, the Revolver Commitment). Within the foregoing limits, and subject to the terms and conditions hereof, Borrower's ability to obtain L/Cs shall be fully revolving; accordingly Borrower may, during the foregoing period, obtain L/Cs to replace L/Cs that have expired or that have been drawn upon and reimbursed. All L/Cs existing on the Closing Date and set forth on Part A of Schedule 2.3 shall be deemed to have been issued pursuant hereto, and from and after the Closing Date shall be subject to and governed by the terms and conditions hereof. (ii) Neither L/C Issuer shall expire no later than be under any obligation to issue any L/C if: (A) any order, judgment or decree of any Tribunal or arbitrator shall by its terms purport to enjoin or restrain the earlier applicable L/C Issuer from issuing such L/C, or any Law applicable to the applicable L/C Issuer or any request or directive (whether or not having the force of (xlaw) one year (from any Tribunal with jurisdiction over the applicable L/C Issuer shall prohibit, or request that such L/C Issuer refrain from, the issuance of letters of credit generally or such later L/C in particular or shall impose upon the applicable L/C Issuer with respect to such L/C any restriction, reserve or capital requirement (for which such L/C Issuer is not otherwise compensated hereunder) not in effect on the Closing Date, or shall impose upon the applicable L/C Issuer any unreimbursed loss, cost or expense which was not applicable on the Closing Date and which such L/C Issuer in good xxxxx xxxxx material to it; (B) subject to Section 2.3(b)(iii), the expiry date agreed to by the Issuing Lender) of such requested L/C would occur more than thirteen months after the date of issuance or last renewal, unless Required Revolver Lenders have approved such expiry date or unless the requested L/C is a Bond L/C, in which case the Bond L/C will expire in accordance with the terms set forth in the applicable Bond L/C as approved by the applicable L/C Issuer and Administrative Agent in accordance with Section 2.3(j); (yC) five Business Days prior to the Termination expiry date of such requested L/C would occur after the L/C Expiration Date, provided that any Letter unless Required Revolver Lenders have approved such expiry date; (D) the issuance of Credit with a one-year tenor may provide for such L/C would violate one or more policies of the extension thereof for additional one-year periods applicable L/C Issuer; or (which shall in no event extend beyond the date referred E) such L/C is to in clause (y) above). Each Letter of Credit shall be denominated in a currency other than Dollars. (biii) Each Letter of Credit Neither L/C Issuer shall be subject under any obligation to the Uniform Customs or, amend any L/C if (A) such L/C Issuer would have no obligation at the option of the Issuing Lender, the ISP, and, to the extent not inconsistent therewith, the laws of the State of New York. (c) The Issuing Lender shall not at any such time be obligated to issue any Letter of Credit hereunder if such issuance would conflict withL/C in its amended form under the terms hereof, or cause (B) the Issuing Lender or any Participating Lender beneficiary of such L/C does not accept the proposed amendment to exceed any limits imposed by, any applicable Requirement of Law.such L/C.

The L/C Commitment. (ai) Subject to the terms and conditions hereof, including, without limitation, the satisfaction of the conditions precedent set forth in Section 6 hereofherein, the Issuing Lender(A) each L/C Issuer agrees, in reliance on upon the agreements of the other Lenders set forth in subsection 3.4(a)this Section 2.3, agrees (1) from time to issue letters of credit (the “Letters of Credit”) for the account of any Borrower or any Subsidiary or Affiliate of EPC, time on any Business Day during the Commitment Period period from the Closing Date until the L/C Expiration Date, to issue L/Cs for the account of Borrower, and to amend or renew L/Cs previously issued by it, in such form as may be approved from time accordance with subsection (b) below, and (2) to time by honor sight drafts under the Issuing LenderL/Cs; and (B) Lenders severally agree to participate in L/Cs issued for the account of Borrower; provided that the Issuing no L/C Issuer shall be obligated to make any L/C Credit Extension with respect to any L/C, and no Lender shall not issue be obligated to participate in any Letter L/C, if as of the date of such L/C Credit if, after giving effect to such issuance and Extension (after giving effect to any Loans requested to be made or Letters of proposed L/C Credit requested to be issued Extension on such date the sum of the Loans and Letter of Credit Outstandings would exceed the lesser of date), (x) the Commitments and Commitment Usage would exceed the Total Commitment, (y) the Borrowing Base then in effect. Each Letter aggregate Outstanding Amount of Credit shall (i) be issued to support obligations of any Borrower or any Subsidiary or Affiliate of EPC, contingent or otherwise, which finance the working capital and business needs Revolver Loans of such Borrower Lender, plus such Lender’s Commitment Percentage of the Outstanding Amount of all L/C Exposure, plus such Lender’s Commitment Percentage of the Outstanding Amount of all Swing Line Loans would exceed such Lender’s Commitment, or Subsidiary or Affiliate (z) the Outstanding Amount of EPCthe L/C Exposure would exceed the L/C Sublimit. Within the foregoing limits, and subject to the terms and conditions hereof, Borrower’s ability to obtain L/Cs shall be fully revolving; accordingly Borrower may, during the foregoing period, obtain L/Cs to replace L/Cs that have expired or that have been drawn upon and reimbursed. All Existing L/Cs shall be deemed to have been issued pursuant hereto, and from and after the Closing Date shall be subject to and governed by the terms and conditions hereof. (ii) Neither L/C Issuer shall expire no later than be under any obligation to issue any L/C if: (A) any order, judgment, or decree of any Governmental Authority or arbitrator shall by its terms purport to enjoin or restrain the earlier applicable L/C Issuer from issuing such L/C, or any Law applicable to the applicable L/C Issuer or any request or directive (whether or not having the force of (xLaw) one year (from any Governmental Authority with jurisdiction over the applicable L/C Issuer shall prohibit, or request that such L/C Issuer refrain from, the issuance of letters of credit generally or such later L/C in particular or shall impose upon the applicable L/C Issuer with respect to such L/C any restriction, reserve, or capital requirement (for which such L/C Issuer is not otherwise compensated hereunder) not in effect on the Closing Date, or shall impose upon the applicable L/C Issuer any unreimbursed loss, cost or expense which was not applicable on the Closing Date and which such L/C Issuer in good fxxxx xxxxx material to it; (B) subject to Section 2.3(b)(iii), the expiry date agreed to by the Issuing Lender) of such requested L/C would occur more than thirteen months after the date of issuance or last renewal, unless Required Lenders have approved such expiry date or unless the requested L/C is a Bond L/C, in which case the Bond L/C will expire in accordance with the terms set forth in the applicable Bond L/C as approved by the applicable L/C Issuer and Administrative Agent in accordance with Section 2.3(i); (yC) five Business Days prior to the Termination expiry date of such requested L/C would occur after the L/C Expiration Date, provided that any Letter unless Required Lenders have approved such expiry date; (D) the issuance of Credit with a one-year tenor may provide for such L/C would violate one or more policies of the extension thereof for additional one-year periods applicable L/C Issuer; (which shall in no event extend beyond the date referred E) such L/C is to in clause (y) above). Each Letter of Credit shall be denominated in a currency other than Dollars; or (F) any Lender is at that time a Defaulting Lender, unless the applicable L/C Issuer has entered into arrangements, including the delivery of Cash Collateral, satisfactory to such L/C Issuer (in its sole discretion) with Borrower or such Lender to eliminate such L/C Issuer’s actual or potential Fronting Exposure (after giving effect to Section 3.15(a)(iv)) with respect to the Defaulting Lender arising from either the L/C then proposed to be issued or that L/C and all other L/C Exposure as to which such L/C Issuer has actual or potential Fronting Exposure, as it may elect in its sole discretion. (biii) Each Letter of Credit Neither L/C Issuer shall be subject under any obligation to the Uniform Customs or, amend any L/C if (A) such L/C Issuer would have no obligation at the option of the Issuing Lender, the ISP, and, to the extent not inconsistent therewith, the laws of the State of New York. (c) The Issuing Lender shall not at any such time be obligated to issue any Letter of Credit hereunder if such issuance would conflict withL/C in its amended form under the terms hereof, or cause (B) the Issuing Lender or any Participating Lender beneficiary of such L/C does not accept the proposed amendment to exceed any limits imposed by, any applicable Requirement of Law.such L/C.

The L/C Commitment. (ai) Subject to the terms and conditions hereof, including, without limitation, the satisfaction of the conditions precedent set forth in Section 6 hereofherein, the Issuing Lender(A) each L/C Issuer agrees, in reliance on upon the agreements of the other Revolver Lenders set forth in subsection 3.4(a)this Section 2.3, agrees (1) from time to issue letters of credit (the “Letters of Credit”) for the account of any Borrower or any Subsidiary or Affiliate of EPC, time on any Business Day during the Commitment Period period from the Closing Date until the L/C Expiration Date, to issue L/Cs in such form as may be approved from time Dollars or with respect to time the Australian L/C Issuer, the Alternative Currency, for the account of Borrower or its Subsidiaries, and to amend or renew L/Cs previously issued by it, in accordance with subsection (b) below, and (2) to honor sight drafts under the Issuing LenderL/Cs; and (B) Revolver Lenders severally agree to participate in L/Cs issued for the account of Borrower; provided that the Issuing no L/C Issuer shall be obligated to make any L/C Credit Extension with respect to any L/C, and no Revolver Lender shall not issue be obligated to participate in any Letter L/C, if as of the date of such L/C Credit if, after giving effect to such issuance and Extension (after giving effect to any Loans requested to be made or Letters of proposed L/C Credit requested to be issued Extension on such date the sum of the Loans and Letter of Credit Outstandings would exceed the lesser of date), (x) the Commitments and Revolver Commitment Usage would exceed the Revolver Commitment, (y) the Borrowing Base then in effectaggregate Outstanding Amount of the Revolver Loans of such Revolver Lender, plus such Revolver Lender’s Commitment Percentage of the Outstanding Amount of all L/C Exposure, plus such Revolver Lender’s Commitment Percentage of the Outstanding Amount of all Swing Line Loans would exceed such Revolver Lender’s Revolver Commitment, or (z) the Outstanding Amount of the L/C Exposure would exceed the L/C Sublimit. Each Letter request by Borrower for the issuance or amendment of an L/C shall be deemed to be a representation by Borrower that the L/C Credit shall (i) be issued Extension so requested complies with the conditions set forth in the proviso to support obligations of any Borrower or any Subsidiary or Affiliate of EPC, contingent or otherwise, which finance the working capital and business needs of such Borrower or Subsidiary or Affiliate of EPCpreceding sentence. Within the foregoing limits, and subject to the terms and conditions hereof, Borrower’s ability to obtain L/Cs shall be fully revolving; accordingly Borrower may, during the foregoing period, obtain L/Cs to replace L/Cs that have expired or that have been drawn upon and reimbursed. All Existing L/Cs shall be deemed to have been issued pursuant hereto, and from and after the Closing Date shall be subject to and governed by the terms and conditions hereof. (ii) The L/C Issuers shall expire no later not issue any L/C if: (A) subject to Section 2.3(b)(iii), the expiry date of such requested L/C would occur more than the earlier of (x) one year (or such later date agreed to by the Issuing Lender) thirteen months after the date of issuance or last renewal, unless Required Revolver Lenders have approved such expiry date or unless the requested L/C is a Bond L/C, in which case the Bond L/C will expire in accordance with the terms set forth in the applicable Bond L/C as approved by the applicable L/C Issuer and Administrative Agent in accordance with Section 2.3(i); or (B) the expiry date of the requested L/C would occur after the L/C Expiration Date, unless (x) all the Revolver Lenders and the applicable L/C Issuer have approved such expiry date or (y) five Business Days prior such L/C is cash collateralized on terms and pursuant to arrangements satisfactory to the Termination applicable L/C Issuer. (iii) The L/C Issuers shall not be under any obligation to issue any L/C if: (A) any order, judgment, or decree of any Governmental Authority or arbitrator shall by its terms purport to enjoin or restrain the applicable L/C Issuer from issuing such L/C, or any Law applicable to the applicable L/C Issuer or any request or directive (whether or not having the force of Law) from any Governmental Authority with jurisdiction over the applicable L/C Issuer shall prohibit, or request that such L/C Issuer refrain from, the issuance of letters of credit generally or such L/C in particular or shall impose upon the applicable L/C Issuer with respect to such L/C any restriction, reserve, or capital requirement (for which such L/C Issuer is not otherwise compensated hereunder) not in effect on the Closing Date, provided that or shall impose upon the applicable L/C Issuer any Letter unreimbursed loss, cost or expense which was not applicable on the Closing Date and which such L/C Issuer in good xxxxx xxxxx material to it; (B) the issuance of Credit with a one-year tenor may provide for such L/C would violate one or more policies of the extension thereof for additional one-year periods applicable L/C Issuer applicable to letters of credit generally; (which shall in no event extend beyond the date referred C) such L/C is to in clause (y) above). Each Letter of Credit shall be denominated in Dollars.a currency other than Dollars (or the Alternative Currency with respect to L/Cs issued by the Australian L/C Issuer); (bD) Each Letter any Revolver Lender is at that time a Defaulting Lender, unless the applicable L/C Issuer has entered into arrangements, including the delivery of Credit shall be subject Cash Collateral, satisfactory to such L/C Issuer (in its sole discretion) with Borrower or such Revolver Lender to eliminate such L/C Issuer’s actual or potential Fronting Exposure (after giving effect to Section 3.15(a)(iv)) with respect to the Uniform Customs Defaulting Lender arising from either the L/C then proposed to be issued or that L/C and all other L/C Exposure as to which such L/C Issuer has actual or potential Fronting Exposure, as it may elect in its sole discretion; or, at (E) the option Australian L/C Issuer does not as of the Issuing Lender, the ISP, and, to the extent not inconsistent therewith, the laws issuance date of the State of New Yorkrequested L/C issue L/Cs in the Alternative Currency. (c) The Issuing Lender shall not at any time be obligated to issue any Letter of Credit hereunder if such issuance would conflict with, or cause the Issuing Lender or any Participating Lender to exceed any limits imposed by, any applicable Requirement of Law.

The L/C Commitment. (ai) Subject to the terms and conditions hereof, including, without limitationset forth herein, the satisfaction of the conditions precedent set forth in Section 6 hereof, the Issuing LenderL/C Issuer agrees, in reliance on upon the agreements of the other Borrower and the Revolving Lenders set forth in subsection 3.4(a)this Section 2.08, agrees (a) from time to issue letters of credit (the “Letters of Credit”) for the account of any Borrower or any Subsidiary or Affiliate of EPC, time on any Business Day during the Commitment Period in such form period from the Closing Date until the L/C Expiration Date, to issue Letters of Credit, or (as the case may be) to cause Letters of Credit to be approved from time to time issued by the Issuing L/C Substitute Issuer, in each case for the account of the Borrower under this Agreement, and to amend or extend Letters of Credit previously issued, or (as the case may be) to cause Letters of Credit previously issued to be amended or extended by the L/C Substitute Issuer, all in accordance with Section 2.08(b), and (b) to honor drawings under the Letters of Credit, or (as the case may be) to cause the L/C Substitute Issuer to honor drawings under the Letters of Credit; and the Revolving Lenders severally agree to participate in Letters of Credit issued for the account of the Borrower and any drawings thereunder; provided, however, that after giving effect to any L/C Credit Extension with respect to any Letter of Credit, (x) the Total Revolving Credit Outstanding shall not exceed the Maximum Revolver Amount then in effect, (y) the aggregate Outstanding Amount of the Revolving Loans of any Revolving Lender; provided , plus such Lender’s applicable Revolving Commitment of the Outstanding Amount of all L/C Obligations, shall not exceed such Lender’s Revolving Commitment, and (z) the aggregate Outstanding Amount of the L/C Obligations shall not exceed the L/C Commitment. Each request by the Borrower for the issuance or amendment of a Letter of Credit shall be deemed to be a representation by the Borrower that the Issuing Lender L/C Credit Extension so requested complies with the conditions set forth in the proviso to the preceding sentence. Within the foregoing limits, and subject to the terms and conditions hereof, the Borrower’s ability to obtain Letters of Credit shall be fully revolving, and accordingly the Borrower may, during the foregoing period, obtain Letters of Credit to replace Letters of Credit that have expired or that have been drawn upon and reimbursed. (ii) The L/C Issuer shall not issue any Letter of Credit ifCredit, after giving effect to such issuance and after giving effect to or (as the case may be) cause any Loans requested to be made or Letters Letter of Credit requested to be issued on by the L/C Substitute Issuer, if: 1) subject to Section 2.08(b)(iii), the expiry date of such date the sum of the Loans and requested Letter of Credit Outstandings would exceed the lesser of occur more than twelve (x12) the Commitments and (y) the Borrowing Base then in effect. Each Letter of Credit shall (i) be issued to support obligations of any Borrower or any Subsidiary or Affiliate of EPC, contingent or otherwise, which finance the working capital and business needs of such Borrower or Subsidiary or Affiliate of EPC, and (ii) shall expire no later than the earlier of (x) one year (or such later date agreed to by the Issuing Lender) months after the date of issuance and (y) five Business Days prior to or last extension, unless the Termination Date, Administrative Agent has approved such expiry date; provided that any Letter of Credit with a one-year tenor term may provide for the extension renewal thereof for additional one-year periods (which shall in no event extend beyond the L/C Expiration Date); or 2) the expiry date referred to in clause (y) above). Each of such requested Letter of Credit shall be denominated in Dollarswould occur after the L/C Expiration Date, unless all the Revolving Lenders have approved such expiry date. (b) Each Letter of Credit shall be subject to the Uniform Customs or, at the option of the Issuing Lender, the ISP, and, to the extent not inconsistent therewith, the laws of the State of New York. (ciii) The Issuing Lender L/C Issuer shall not at be under any time be obligated obligation to issue any Letter of Credit hereunder if such issuance would conflict withCredit, or (as the case may be) to cause any Letter of Credit to be issued by the Issuing Lender L/C Substitute Issuer, if: 1) any order, judgment or decree of any Governmental Authority or arbitrator shall by its terms purport to enjoin or restrain the L/C Issuer or the L/C Substitute Issuer from issuing such Letter of Credit, or any Participating Applicable Law or any request or directive (whether or not having the force of law) from any Governmental Authority with jurisdiction over the L/C Issuer or the L/C Substitute Issuer shall prohibit, or request that the L/C Issuer or the L/C Substitute Issuer refrain from, the issuance of letters of credit generally or such Letter of Credit in particular or shall impose upon the L/C Issuer or the L/C Substitute Issuer with respect to such Letter of Credit any restriction, reserve or capital requirement (for which the L/C Issuer or the L/C Substitute Issuer is not otherwise compensated hereunder) not in effect on the L/C Commitment Effective Date, or shall impose upon the L/C Issuer or the L/C Substitute Issuer any unreimbursed loss, cost or expense which was not applicable on the L/C Commitment Effective Date and which the L/C Issuer in good xxxxx xxxxx material to it; 2) except as otherwise agreed by the Administrative Agent and the L/C Issuer, such Letter of Credit is in an initial stated amount less than $10,000; 3) such Letter of Credit is to be denominated in any currency other than Dollars; 4) such Letter of Credit contains any provisions for automatic reinstatement of the stated amount after any drawing thereunder; or 5) any default of any Revolving Lender’s obligations to fund under Section 2.08(c) exists or any Revolving Lender is at such time a Defaulting Lender hereunder, unless the L/C Issuer has entered into satisfactory arrangements with the Borrower or such Lender to exceed eliminate the L/C Issuer’s risk with respect to such Lender. (iv) The L/C Issuer shall not amend any limits imposed byLetter of Credit, or otherwise cause any applicable Requirement Letter of LawCredit to be amended by the L/C Substitute Issuer, if the L/C Issuer would not be permitted at such time to issue such Letter of Credit, or (as the case may be) to cause such Letter of Credit to be issued, in its amended form under the terms hereof. (v) The L/C Issuer shall be under no obligation to amend any Letter of Credit, or otherwise to cause any Letter of Credit to be amended, if (x) the L/C Issuer would have no obligation at such time to issue such Letter of Credit (or to cause such Letter of Credit to be issued) in its amended form under the terms hereof, or (y) the beneficiary of such Letter of Credit does not accept the proposed amendment to such Letter of Credit. (vi) The L/C Issuer shall act on behalf of the Revolving Lenders with respect to any Letters of Credit issued, or (as the case may be) caused to be issued, by it and the documents associated therewith, and the L/C Issuer shall have all of the benefits and immunities (x) provided to the Administrative Agent in Article XI with respect to any acts taken or omissions suffered by the L/C Issuer in connection with Letters of Credit issued or caused to be issued by it or proposed to be issued by it and Issuer Documents pertaining to such Letters of Credit as fully as if the term “Administrative Agent” as used in Article XI included the L/C Issuer with respect to such acts or omissions, and (y) as additionally provided herein with respect to the L/C Issuer.