Common use of The L/C Commitment Clause in Contracts

The L/C Commitment. (i) Subject to the terms and conditions set forth herein, (A) each L/C Issuer agrees, in reliance upon the agreements of the other Revolver Lenders set forth in this Section 2.3, (1) from time to time on any Business Day during the 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 L/C Issuer’s L/C Commitment, 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 L/Cs; and (B) Revolver Lenders severally agree to participate in L/Cs issued for the account of Borrower; provided that 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 be obligated to participate in any L/C, if as of the date of such L/C Credit Extension (after giving effect to any proposed L/C Credit Extension on such date), (x) the Revolver Commitment Usage would exceed the Revolver Commitment, (y) the aggregate 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 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 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, 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 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 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) such L/C is cash collateralized on terms and pursuant to arrangements satisfactory to the 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, 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) the issuance of such L/C would violate one or more policies of the applicable L/C Issuer applicable to letters of credit generally; (C) such L/C is to be denominated in a currency other than Dollars (or the Alternative Currency with respect to L/Cs issued by the Australian L/C Issuer); (D) any Revolver 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 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 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 (E) the Australian L/C Issuer does not as of the issuance date of the requested L/C issue L/Cs in the Alternative Currency.

The L/C Commitment. (ia) Subject to the terms and conditions hereof, including, without limitation, the satisfaction of the conditions precedent set forth hereinin Section 6 hereof, (A) each L/C Issuer agreesthe Issuing Lender, in reliance upon on the agreements of the other Revolver Lenders set forth in this Section 2.3subsection 3.4(a), agrees to issue letters of credit (1the “Letters of Credit”) from time to time for the account of any Borrower or any Subsidiary or Affiliate of EPC, on any Business Day during the period Commitment Period in such form as may be approved from time to time by 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 L/C Issuer’s L/C Commitment, 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 L/Cs; and (B) Revolver Lenders severally agree to participate in L/Cs issued for the account of BorrowerIssuing Lender; provided that no L/C Issuer shall be obligated to make any L/C Credit Extension with respect to any L/C, and no Revolver the Issuing Lender shall be obligated not issue any Letter of Credit if, after giving effect to participate in any L/C, if as of the date of such L/C Credit Extension (issuance and after giving effect to any proposed L/C Loans requested to be made or Letters of Credit Extension requested to be issued on such date), date the sum of the Loans and Letter of Credit Outstandings would exceed the lesser of (x) the Revolver Commitment Usage would exceed the Revolver Commitment, Commitments and (y) the aggregate Outstanding Amount 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 Revolver Loans working capital and business needs of such Revolving Lender, plus such Revolver Lender’s Commitment Percentage Borrower or Subsidiary or Affiliate 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 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 Extension so requested complies with the conditions set forth in the proviso to the preceding sentence. Within the foregoing limitsEPC, 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 not issue any L/C if: expire no later than the earlier of (Ax) subject one year (or such later date agreed to Section 2.3(b)(iii), by the expiry date of such requested L/C would occur more than twelve months Issuing Lender) 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) such L/C is cash collateralized on terms and pursuant to arrangements satisfactory five Business Days prior to the applicable L/C IssuerTermination 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. (iiib) 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 L/C Issuers Issuing Lender shall not at any time be under any obligation obligated to issue any L/C if: (A) any order, judgmentLetter of Credit hereunder if such issuance would conflict with, or decree of any Governmental Authority or arbitrator shall by its terms purport to enjoin or restrain cause the applicable L/C Issuer from issuing such L/C, Issuing Lender or any Law Participating Lender to exceed any limits imposed by, any applicable to the applicable L/C Issuer or any request or directive (whether or not having the force Requirement 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, 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) the issuance of such L/C would violate one or more policies of the applicable L/C Issuer applicable to letters of credit generally; (C) such L/C is to be denominated in a currency other than Dollars (or the Alternative Currency with respect to L/Cs issued by the Australian L/C Issuer); (D) any Revolver 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 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 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 (E) the Australian L/C Issuer does not as of the issuance date of the requested L/C issue L/Cs in the Alternative Currency.

The L/C Commitment. (i) Subject to the terms and conditions set forth herein, (A) each the L/C Issuer agrees, in reliance upon the agreements of the other Revolver Borrower and the Revolving Credit Lenders set forth in this Section 2.32.03, (1a) from time to time on any Business Day during the period from the Closing Date until the L/C Expiration DateDate (other than during the Revolver Freeze Period), to issue L/Cs in Dollars Letters of Credit, or with respect (as the case may be) to cause Letters of Credit to be issued by the Australian L/C Substitute Issuer, the Alternative Currency, in each case for the account of Borrower or its Subsidiaries in an aggregate amount not to exceed such L/C Issuer’s L/C Commitmentthe Borrower, and to amend or renew 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/Cs previously issued by itC Substitute Issuer, all in accordance with subsection Section 2.03(b), and (b) belowto honor drawings under the Letters of Credit, and or (2as the case may be) to honor sight drafts under cause the L/CsC Substitute Issuer to honor drawings under the Letters of Credit; and (B) Revolver the Revolving Credit Lenders severally agree to participate in L/Cs Letters of Credit issued for the account of Borrowerthe Borrower and any drawings thereunder; provided provided, however, that no L/C Issuer shall be obligated after giving effect to make any L/C Credit Extension with respect to any L/C, and no Revolver Lender shall be obligated to participate in any L/C, if as Letter of the date of such L/C Credit Extension (after giving effect to any proposed L/C Credit Extension on such date)Credit, (x) the Revolver Commitment Usage would Consolidated Revolving Credit Outstanding shall not exceed the Revolver CommitmentRevolving Credit Commitment then in effect, (y) the aggregate Outstanding Amount of the Revolver Revolving Credit Loans of such any Revolving Lender, plus such Revolver Lender’s Commitment Applicable Revolving Credit Percentage of the Outstanding Amount of all L/C ExposureObligations, plus shall not exceed such Revolving Lender’s Commitment Percentage of the Outstanding Amounts of all Swing Line Loans would exceed such Revolver Lender’s Revolver Revolving Credit Commitment, or and (z) the aggregate Outstanding Amount of the L/C Exposure would Obligations shall not exceed the L/C SublimitCommitment. Each request by the Borrower for the issuance or amendment of an L/C a Letter of Credit shall be deemed to be a representation by the Borrower 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, the Borrower’s ability to obtain L/Cs Letters of Credit shall be fully revolving; , and accordingly the Borrower may, during the foregoing period, obtain L/Cs Letters of Credit to replace L/Cs Letters of Credit 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 Issuer shall not issue any Letter of Credit, or (as the case may be) cause any Letter of Credit to be issued by the L/C Substitute Issuer, if: (A1) subject to Section 2.3(b)(iii2.03(b)(iii), the expiry date of such requested L/C Letter of Credit would occur more than twelve (12) months after the date of issuance or last renewalextension, unless Required Revolver Lenders have the Administrative Agent has approved such expiry date or unless date; provided that any Letter of Credit with a one-year term may provide for the requested renewal thereof for additional one-year periods (which shall in no event extend beyond the 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(iExpiration Date); or (B2) the expiry date of the such requested L/C Letter of Credit would occur after the L/C Expiration Date, unless (x) all the Revolver Revolving Credit Lenders and the applicable L/C Issuer have approved such expiry date or (y) such L/C is cash collateralized on terms and pursuant to arrangements satisfactory to the applicable L/C Issuerdate. (iii) The L/C Issuers Issuer shall not be under any obligation to issue any Letter of Credit, or (as the case may be) to cause any Letter of Credit to be issued by the L/C Substitute Issuer, if: (A1) any order, judgment, judgment or decree of any Governmental Authority or arbitrator shall by its terms purport to enjoin or restrain the applicable L/C Issuer or the L/C Substitute Issuer from issuing such L/CLetter of Credit, or any applicable Law applicable to the applicable L/C Issuer or any request or directive (whether or not having the force of Lawlaw) from any Governmental Authority with jurisdiction over the applicable L/C Issuer or the L/C Substitute Issuer shall prohibit, or request that such the L/C Issuer or the L/C Substitute Issuer refrain from, the issuance of letters of credit generally or such L/C Letter of Credit in particular or shall impose upon the applicable L/C Issuer or the L/C Substitute Issuer with respect to such L/C Letter of Credit any restriction, reserve, reserve or capital requirement (for which such the L/C Issuer or the L/C Substitute Issuer is not otherwise compensated hereunder) not in effect on the Closing L/C Commitment Effective Date, or shall impose upon the applicable L/C Issuer or the L/C Substitute Issuer any unreimbursed loss, cost or expense which was not applicable on the Closing L/C Commitment Effective Date and which such the L/C Issuer in good xxxxx xxxxx material to it; (B2) except as otherwise agreed by the issuance of such Administrative Agent and the L/C would violate one or more policies Issuer, such Letter of the applicable L/C Issuer applicable to letters of credit generallyCredit is in an initial stated amount less than $25,000; (C3) such L/C Letter of Credit is to be denominated in a any currency other than Dollars (or the Alternative Currency with respect to L/Cs issued by the Australian L/C Issuer)Dollars; (D4) such Letter of Credit contains any provisions for automatic reinstatement of the stated amount after any drawing thereunder; (5) any Revolver default of any Revolving Lender’s obligations to fund under Section 2.03(c) exists or any Revolving Lender is at that such time a Defaulting LenderLender hereunder, unless the applicable L/C Issuer has entered into arrangements, including satisfactory arrangements with the delivery of Cash Collateral, satisfactory to such L/C Issuer (in its sole discretion) with Borrower or such Revolver Lender to eliminate such the L/C Issuer’s actual risk with respect to such Lender; or (6) the proceeds of such Letter of Credit would be made available to any Person (x) to fund any activity or potential Fronting Exposure business of or with any Sanctioned Person or in any Sanctioned Countries, that, at the time of such funding, is the subject of any Sanctions or (after giving effect y) in any manner that would result in a violation of any Sanctions by any party to Section 3.15(a)(iv)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 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 (E) the Australian L/C Issuer does not as of the issuance date of the requested L/C issue L/Cs in the Alternative CurrencyIssuer.

The L/C Commitment. (ia) Subject to the terms and conditions set forth hereinhereof, (A) each L/C Issuer agreesthe Issuing Lender, in reliance upon on the agreements of the other Revolver Revolving Credit Lenders set forth in this Section 2.3subsection 3.4(a), (1) from time agrees to time issue Letters of Credit for the account of the Borrower, and Standby L/Cs for the account of Camden solely to support its obligations with respect to the IRBs, on any Business Day during the period Revolving Credit Commitment Period in such form as may be approved from time to time by the Closing Date until Issuing Lender; provided that no Issuing Lender shall issue any Letter of Credit if, after giving effect to such issuance, (i) the L/C Expiration DateObligations would exceed $35,000,000 or (ii) the sum of the Revolving Credit Loans, to issue L/Cs 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 Dollars or with respect to of any working capital facility described in subsection 8.2(i) (iii) of all the Australian Revolving Credit Lenders and (y) the Borrowing Base then in effect. Each Letter of Credit shall (i) be either (x) a Standby L/C Issuer, issued to support obligations of the Alternative Currency, for the account of Borrower or any of its Subsidiaries, contingent or otherwise, which finance the working capital and business needs of 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 any of its Subsidiaries in an aggregate amount not to exceed such the ordinary course of business and (ii) expire no later than the Revolving Credit Commitment Termination Date. No Standby L/C Issuer’s shall have an expiry date more than 360 days after its date of issuance, provided that a Standby L/C Commitmentmay be renewed for additional 360 day periods, and to amend or renew but may not be extended beyond the Revolving Credit Commitment Termination Date. No Trade L/Cs previously issued by it, C shall have an expiry date more than 120 days after its issuance or later than thirty days prior to the Revolving Credit Commitment Termination Date. Each Letter of Credit shall be denominated in accordance with subsection (b) below, and (2) to honor sight drafts under the L/Cs; and (B) Revolver Lenders severally agree to participate in L/Cs Dollars. No Letter of Credit shall be issued for the account of Borrower; provided that no L/C Issuer 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 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 make issue any L/C Letter of Credit Extension 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 any L/Cthe IRBs. (e) Notwithstanding anything set forth herein to the contrary: (i) Upon execution and delivery of the Borrower Guarantee, and no Revolver Lender shall be obligated to participate Chemical Bank Irrevocable Standby Letter of Credit No. C-281929, dated August 1, 1985, in any L/Cfavor 57 52 of Simmxxx Xxxst National Bank of Pine Bluff, if as trustee (the "Arkansas Trustee") under the Indenture of Trust (the "Arkansas Indenture") dated as of August 1, 1985, by the date City of such L/C Credit Extension (after giving effect to any proposed L/C Credit Extension on such date)Pine Bluff, (x) the Revolver Commitment Usage would exceed the Revolver Commitment, (y) the aggregate 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 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 Extension so requested complies with the conditions set forth in the proviso Arkansas to the preceding sentence. Within Arkansas Trustee (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 "Arkansas IRB Letter of Credit") shall be deemed to have been issued pursuant heretohereunder and be deemed to be a Letter of Credit for all purposes hereof, and from and after provided that the Closing Date Arkansas IRB Letter of Credit shall be subject to the Uniform Customs and governed by the terms and conditions hereofPractice 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 Issuers 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 not issue any L/C if: (A) subject be deemed to Section 2.3(b)(iii), the expiry date be obligations of such requested L/C would occur more than 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, Camden 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 respect of the requested L/C would occur after the L/C Expiration Date, unless (x) Arkansas IRB Letter of Credit for all the Revolver Lenders and the applicable L/C Issuer have approved such expiry date or (y) such L/C is cash collateralized on terms and pursuant to arrangements satisfactory to the applicable L/C Issuerpurposes hereof. (iii) The L/C Issuers 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 under 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 obligation to issue any L/C if: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. (Aiv) In the event that the Issuing Lender is required to purchase any orderBonds, judgmentCamden and the Borrower agree, or decree of any Governmental Authority or arbitrator shall by its terms purport jointly and severally, to enjoin or restrain the applicable L/C Issuer from issuing such L/C, or any Law applicable pay 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, 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) the issuance of such L/C would violate one or more policies of the applicable L/C Issuer applicable to letters of credit generally; (C) such L/C is to be denominated in a currency other than Dollars (or the Alternative Currency with respect to L/Cs issued by the Australian L/C Issuer); (D) any Revolver 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 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 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 (E) the Australian L/C Issuer does not as of the issuance date of the requested L/C issue L/Cs in the Alternative Currency.Issuing 58 53

The L/C Commitment. (i) Subject to the terms and conditions set forth herein, (A) each L/C Issuer agrees, in reliance upon the agreements of the other Revolver Borrowers and the Revolving Credit Lenders set forth in this Section 2.32.03, (1a) from time to time on any Business Day during the period from the Closing Amendment Effective Date until the L/C Expiration Date, to issue L/Cs in Dollars Letters of Credit, or with respect (as the case may be) to cause Letters of Credit to be issued by the Australian L/C Substitute Issuer, the Alternative Currency, in each case for the account of Borrower or its Subsidiaries in an aggregate amount not to exceed such L/C Issuer’s L/C Commitmenta Borrower, and to amend or renew 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/Cs previously issued by itC Substitute Issuer, all in accordance with subsection Section 2.03(b), and (b) belowto honor drawings under the Letters of Credit, and or (2as the case may be) to honor sight drafts under cause the L/CsC Substitute Issuer to honor drawings under the Letters of Credit; and (B) Revolver the Revolving Credit Lenders severally agree to participate in L/Cs Letters of Credit issued for the account of Borrowera Borrower and any drawings thereunder; provided provided, however, that no L/C Issuer shall be obligated after giving effect to make any L/C Credit Extension with respect to any L/C, and no Revolver Lender shall be obligated to participate in any L/C, if as Letter of the date of such L/C Credit Extension (after giving effect to any proposed L/C Credit Extension on such date)Credit, (x) the Revolver Commitment Usage would Consolidated Revolving Credit Outstanding shall not exceed the Revolver CommitmentRevolving Credit Commitment then in effect, (y) the aggregate Outstanding Amount of the Revolver Revolving Credit Loans of such any Revolving Credit Lender, plus such Revolver Lender’s Commitment Applicable Revolving Credit Percentage of the Outstanding Amount of all L/C ExposureObligations, plus shall not exceed such Revolving Lender’s Commitment Percentage of the Outstanding Amounts of all Swing Line Loans would exceed such Revolver Lender’s Revolver Revolving Credit Commitment, or and (z) the aggregate Outstanding Amount of the L/C Exposure would Obligations shall not exceed the L/C SublimitCommitment. Each request by Borrower the Lead Borrower, on behalf of any Borrower, for the issuance or amendment of an L/C a Letter of Credit shall be deemed to be a representation by Borrower the Borrowers 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 L/Cs Letters of Credit shall be fully revolving; , and accordingly a Borrower may, during the foregoing period, obtain L/Cs Letters of Credit to replace L/Cs Letters of Credit 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 No L/C Issuers Issuer shall not issue any Letter of Credit, or (as the case may be) cause any Letter of Credit to be issued by the L/C Substitute Issuer, if: (A1) subject to Section 2.3(b)(iii2.03(b)(iii), the expiry date of such requested L/C Letter of Credit would occur more than twelve (12) months after the date of issuance or last renewalextension, unless Required Revolver Lenders have the Administrative Agent has approved such expiry date or unless date; provided that any Letter of Credit with a one-year term may provide for the requested renewal thereof for additional one-year periods (which shall in no event extend beyond the 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(iExpiration Date); or (B2) the expiry date of the such requested L/C Letter of Credit would occur after the L/C Expiration Date, unless (x) all the Revolver Revolving Credit Lenders and the applicable L/C Issuer have approved such expiry date or (y) such L/C is cash collateralized on terms and pursuant to arrangements satisfactory to the applicable L/C Issuerdate. (iii) The No L/C Issuers Issuer shall not be under any obligation to issue any Letter of Credit, or (as the case may be) to cause any Letter of Credit to be issued by the L/C Substitute Issuer, if: (A1) any order, judgment, judgment or decree of any Governmental Authority or arbitrator shall by its terms purport to enjoin or restrain the applicable such L/C Issuer or the L/C Substitute Issuer from issuing such L/CLetter of Credit, or any Law applicable to the applicable L/C Issuer Laws or any request or directive (whether or not having the force of Lawlaw) from any Governmental Authority with jurisdiction over the applicable 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 L/C Letter of Credit in particular or shall impose upon the applicable such L/C Issuer or the L/C Substitute Issuer with respect to such L/C Letter of Credit any restriction, reserve, 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 Closing L/C Commitment Effective Date, or shall impose upon the applicable such L/C Issuer or the L/C Substitute Issuer any unreimbursed loss, cost or expense which was not applicable on the Closing L/C Commitment Effective Date and which such L/C Issuer in good xxxxx xxxxx material to it; (B2) except as otherwise agreed by the issuance of Administrative Agent and such L/C would violate one or more policies Issuer, such Letter of the applicable L/C Issuer applicable to letters of credit generallyCredit is in an initial stated amount less than $100,000; (C3) such L/C Letter of Credit is to be denominated in a any currency other than Dollars (or the Alternative Currency with respect to L/Cs issued by the Australian L/C Issuer)Dollars; (D4) such Letter of Credit contains any provisions for automatic reinstatement of the stated amount after any drawing thereunder; or 5) any Revolver default of any Revolving Credit Lender’s obligations to fund under Section 2.03(c) exists or any Revolving Credit Lender is at that such time a Defaulting LenderLender hereunder, unless the applicable such L/C Issuer has entered into arrangements, including satisfactory arrangements with the delivery of Cash Collateral, satisfactory to such L/C Issuer (in its sole discretion) with Lead 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)) risk with respect to the Defaulting Lender arising from either 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 then proposed to be issued or that L/C and all other L/C Exposure as to which Substitute Issuer, if such L/C Issuer has actual would not be permitted at such time to issue such Letter of Credit, or potential Fronting Exposure(as the case may be) to cause such Letter of Credit to be issued, as it may elect in its sole discretion; oramended form under the terms hereof. (Ev) the Australian No L/C Issuer does not as shall be under any obligation to amend any Letter of the issuance date Credit, or otherwise to cause any Letter of the requested Credit to 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/Cs 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 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 acts taken or omissions suffered by such 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 Alternative Currencyterm “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. (i) Subject to the terms and conditions set forth herein, (A) each L/C Issuer agrees, in reliance upon the agreements of the other Revolver Lenders set forth in this Section 2.3, (1) from time to time on any Business Day during the 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 L/C Issuer’s L/C CommitmentBorrower, 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 L/Cs; and (B) Revolver Lenders severally agree to participate in L/Cs issued for the account of Borrower; provided that 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 be obligated to participate in any L/C, if as of the date of such L/C Credit Extension (after giving effect to any proposed L/C Credit Extension on such date), (x) the Revolver Commitment Usage would exceed the Revolver Total Commitment, (y) the aggregate 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 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 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 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, 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 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 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 Neither 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) such L/C is cash collateralized on terms and pursuant to arrangements satisfactory to the 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, 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 fxxxx xxxxx material to it; (B) subject to Section 2.3(b)(iii), the expiry date 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); (C) the expiry date of such requested L/C would occur after the L/C Expiration Date, unless Required Lenders have approved such expiry date; (D) the issuance of such L/C would violate one or more policies of the applicable L/C Issuer applicable to letters of credit generallyIssuer; (CE) such L/C is to be denominated in a currency other than Dollars (or the Alternative Currency with respect to L/Cs issued by the Australian L/C Issuer);Dollars; or (DF) any Revolver 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 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 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. (Eiii) the Australian Neither L/C Issuer does not as of the issuance date of the requested shall be under any obligation to amend any L/C issue if (A) such L/Cs C Issuer would have no obligation at such time to issue such L/C in its amended form under the Alternative Currency.terms hereof, or (B) the beneficiary of such L/C does not accept the proposed amendment to such L/C.

The L/C Commitment. (i) Subject to the terms and conditions set forth herein, (A) each L/C Issuer agrees, in reliance upon the agreements of the other Revolver Lenders set forth in this Section 2.3, (1) from time to time on any Business Day during the 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 L/C Issuer’s L/C CommitmentSubsidiaries, 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 L/Cs; and (B) Revolver Lenders severally agree to participate in L/Cs issued for the account of Borrower; provided that 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 be obligated to participate in any L/C, if as of the date of such L/C Credit Extension (after giving effect to any proposed L/C Credit Extension on such date), (x) the Revolver Commitment Usage would exceed the Revolver Commitment, (y) the aggregate Outstanding Amount of the Revolver Loans of such Revolving Revolver Lender, plus such Revolver Lender’s Commitment Percentage of the Outstanding Amount of all L/C Exposure, plus such Revolving Revolver Lender’s Commitment Percentage of the Outstanding Amounts 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 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 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, 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 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 twelve 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) such L/C is cash collateralized on terms and pursuant to arrangements satisfactory to the 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, 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) the issuance of such L/C would violate one or more policies of the applicable L/C Issuer applicable to letters of credit generally; (C) such L/C is to be denominated in a currency other than Dollars (or the Alternative Currency with respect to L/Cs issued by the Australian L/C Issuer); (D) any Revolver 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 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 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 (E) the Australian L/C Issuer does not as of the issuance date of the requested L/C issue L/Cs in the Alternative Currency.

The L/C Commitment. (i) Subject to the terms and conditions set forth herein, (A) each L/C Issuer agrees, in reliance upon the agreements of the other Revolver Lenders set forth in this Section 2.3, (1) from time to time on any Business Day during the 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 L/C Issuer’s L/C CommitmentBorrower, 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 L/Cs; and (B) Revolver Lenders severally agree to participate in L/Cs issued for the account of Borrower; provided that 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 be obligated to participate in any L/C, if as of the date of such L/C Credit Extension (after giving effect to any proposed L/C Credit Extension on such date), (x) the Revolver Commitment Usage would exceed the Revolver Commitment, (y) the aggregate Outstanding Amount of the Revolver Loans of such Revolving Lender, plus such any Revolver Lender’s 's Commitment Percentage of the Outstanding Amount of all L/C Exposure, plus such Revolving Lender’s Revolver Commitment Percentage of the Outstanding Amounts of all Swing Line Loans Usage would exceed such Revolver Lender’s 's Committed Sum for the Revolver CommitmentFacility, or (z) the Outstanding Amount of the L/C Exposure would exceed $150,000,000 (which amount is part of, and not in addition to, the L/C Sublimit. Each 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 Extension so requested complies with the conditions set forth in the proviso to the preceding sentenceRevolver Commitment). Within the foregoing limits, and subject to the terms and conditions hereof, Borrower’s '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 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) The Neither L/C Issuers Issuer shall not 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 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 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 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 of such requested L/C would occur more than twelve 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(i2.3(j); or; (BC) the expiry date of the such requested L/C would occur after the L/C Expiration Date, unless (x) all the Required Revolver Lenders and the applicable L/C Issuer have approved such expiry date or (y) such L/C is cash collateralized on terms and pursuant to arrangements satisfactory to the 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, 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 itdate; (BD) the issuance of such L/C would violate one or more policies of the applicable L/C Issuer applicable to letters of credit generally;Issuer; or (CE) such L/C is to be denominated in a currency other than Dollars (or the Alternative Currency with respect to L/Cs issued by the Australian L/C Issuer);Dollars. (Diii) any Revolver Lender is at that time a Defaulting Lender, unless the applicable Neither L/C Issuer has entered into arrangements, including the delivery of Cash Collateral, satisfactory shall be under any obligation to amend any L/C if (A) such L/C Issuer (in its sole discretion) with Borrower or would have no obligation at such Revolver Lender time to eliminate issue such L/C Issuer’s actual in its amended form under the terms hereof, or potential Fronting Exposure (after giving effect to Section 3.15(a)(iv)B) 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 beneficiary of such L/C Issuer has actual or potential Fronting Exposure, as it may elect in its sole discretion; or (E) does not accept the Australian proposed amendment to such L/C Issuer does not as of the issuance date of the requested L/C issue L/Cs in the Alternative Currency.C.

The L/C Commitment. (i) Subject to the terms and conditions set forth herein, (A) each the L/C Issuer agrees, in reliance upon the agreements of the other Revolver Borrowers and the Revolving Credit Lenders set forth in this Section 2.32.03, (1a) from time to time on any Business Day during the period from the Closing Second Restatement Date until the L/C Expiration Date, to issue L/Cs in Dollars Letters of Credit, or with respect (as the case may be) to cause Letters of Credit to be issued by the Australian L/C Substitute Issuer, the Alternative Currency, in each case for the account of Borrower or its Subsidiaries in an aggregate amount not to exceed such L/C Issuer’s L/C Commitmenta Borrower, and to amend or renew 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/Cs previously issued by itC Substitute Issuer, all in accordance with subsection Section 2.03(b), and (b) belowto honor drawings under the Letters of Credit, and or (2as the case may be) to honor sight drafts under cause the L/CsC Substitute Issuer to honor drawings under the Letters of Credit; and (B) Revolver the Revolving Credit Lenders severally agree to participate in L/Cs Letters of Credit issued for the account of Borrowera Borrower and any drawings thereunder; provided provided, however, that no L/C Issuer shall be obligated after giving effect to make any L/C Credit Extension with respect to any L/C, and no Revolver Lender shall be obligated to participate in any L/C, if as Letter of the date of such L/C Credit Extension (after giving effect to any proposed L/C Credit Extension on such date)Credit, (x) the Revolver Commitment Usage would Consolidated Revolving Credit Outstanding shall not exceed the Revolver CommitmentRevolving Credit Commitment then in effect, (y) the aggregate Outstanding Amount of the Revolver Revolving Credit Loans of such any Revolving Lender, plus such Revolver Lender’s Commitment Applicable Revolving Credit Percentage of the Outstanding Amount of all L/C ExposureObligations, plus shall not exceed such Revolving Lender’s Commitment Percentage of the Outstanding Amounts of all Swing Line Loans would exceed such Revolver Lender’s Revolver Revolving Credit Commitment, or and (z) the aggregate Outstanding Amount of the L/C Exposure would Obligations shall not exceed the L/C SublimitCommitment. Each request by Borrower the Lead Borrower, on behalf of any Borrower, for the issuance or amendment of an L/C a Letter of Credit shall be deemed to be a representation by Borrower the Borrowers 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 L/Cs Letters of Credit shall be fully revolving; , and accordingly a Borrower may, during the foregoing period, obtain L/Cs Letters of Credit to replace L/Cs Letters of Credit 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 Issuer shall not issue any Letter of Credit, or (as the case may be) cause any Letter of Credit to be issued by the L/C Substitute Issuer, if: (A1) subject to Section 2.3(b)(iii2.03(b)(iii), the expiry date of such requested L/C Letter of Credit would occur more than twelve (12) months after the date of issuance or last renewalextension, unless Required Revolver Lenders have the Administrative Agent has approved such expiry date or unless date; provided that any Letter of Credit with a one-year term may provide for the requested renewal thereof for additional one-year periods (which shall in no event extend beyond the 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(iExpiration Date); or (B2) the expiry date of the such requested L/C Letter of Credit would occur after the L/C Expiration Date, unless (x) all the Revolver Revolving Credit Lenders and the applicable L/C Issuer have approved such expiry date or (y) such L/C is cash collateralized on terms and pursuant to arrangements satisfactory to the applicable L/C Issuerdate. (iii) The L/C Issuers Issuer shall not be under any obligation to issue any Letter of Credit, or (as the case may be) to cause any Letter of Credit to be issued by the L/C Substitute Issuer, if: (A1) any order, judgment, judgment or decree of any Governmental Authority or arbitrator shall by its terms purport to enjoin or restrain the applicable L/C Issuer or the L/C Substitute Issuer from issuing such L/CLetter of Credit, or any Applicable Law applicable to the applicable L/C Issuer or any request or directive (whether or not having the force of Lawlaw) from any Governmental Authority with jurisdiction over the applicable L/C Issuer or the L/C Substitute Issuer shall prohibit, or request that such the L/C Issuer or the L/C Substitute Issuer refrain from, the issuance of letters of credit generally or such L/C Letter of Credit in particular or shall impose upon the applicable L/C Issuer or the L/C Substitute Issuer with respect to such L/C Letter of Credit any restriction, reserve, reserve or capital requirement (for which such the L/C Issuer or the L/C Substitute Issuer is not otherwise compensated hereunder) not in effect on the Closing L/C Commitment Effective Date, or shall impose upon the applicable L/C Issuer or the L/C Substitute Issuer any unreimbursed loss, cost or expense which was not applicable on the Closing L/C Commitment Effective Date and which such the L/C Issuer in good xxxxx xxxxx material to it; (B2) except as otherwise agreed by the issuance of such Administrative Agent and the L/C would violate one or more policies Issuer, such Letter of the applicable L/C Issuer applicable to letters of credit generallyCredit is in an initial stated amount less than $100,000; (C3) such L/C Letter of Credit is to be denominated in a any currency other than Dollars (or the Alternative Currency with respect to L/Cs issued by the Australian L/C Issuer)Dollars; (D4) such Letter of Credit contains any provisions for automatic reinstatement of the stated amount after any drawing thereunder; or 5) any Revolver default of any Revolving Lender’s obligations to fund under Section 2.03(c) exists or any Revolving Lender is at that such time a Defaulting LenderLender hereunder, unless the applicable L/C Issuer has entered into arrangements, including satisfactory arrangements with the delivery of Cash Collateral, satisfactory to such L/C Issuer (in its sole discretion) with Lead Borrower or such Revolver Lender to eliminate such the L/C Issuer’s actual risk with respect to such Lender. (iv) The L/C Issuer shall not amend any Letter of Credit, or potential Fronting Exposure 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 (after giving effect as the case may be) to Section 3.15(a)(iv)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 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 (E) the Australian L/C Issuer does not as of the issuance date of the requested L/C issue L/Cs in the Alternative CurrencyIssuer.

The L/C Commitment. (ia) Subject to the terms and conditions set forth hereinhereof, (A) each L/C Issuer agreesthe Issuing Lender, in reliance upon on the agreements of the other Revolver Revolving Credit Lenders set forth in this Section 2.33.4(a), (1) from time agrees to time issue Letters of Credit for the account of the Borrower on any Business Day during the period Revolving Credit Commitment Period in such form as may be approved from time to time by the Closing Date until Issuing Lender; provided that no Issuing Lender shall issue any Letter of Credit if, after giving effect to such issuance, (i) the L/C Expiration DateObligations would exceed $10,000,000 or (ii) the sum of the Revolving Credit Loans, to issue L/Cs in Dollars or with respect to Swing Line Loans and Letter of Credit Outstandings of all the Australian Revolving Credit Lenders would exceed the Revolving Credit Commitments of all the Revolving Credit Lenders. Each Letter of Credit shall (i) be either (x) a Standby L/C Issuerissued to provide credit support for insurance and other general corporate requirements of the Borrower and its Subsidiaries, or (y) a Trade L/C in respect of the Alternative Currency, for purchase of goods or services by the account of Borrower or and its Subsidiaries in the ordinary course of business and (ii) expire no later than the Revolving Credit Commitment Termination Date. No Standby L/C shall have an aggregate amount expiry date more than 360 days after 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 Business Days prior to the Revolving Credit Commitment Termination Date, provided that Standby L/C's may provide for the renewal thereof for additional periods not to exceed such L/C Issuer’s L/C Commitmentone year, and to amend or renew L/Cs previously issued by it, but in accordance with subsection any event no later than the Revolving Credit Commitment Termination Date. Each Letter of Credit shall be denominated in Dollars. (b) belowEach Letter of Credit shall be subject to the Uniform Customs and, and to the extent not inconsistent therewith, the laws of the State of New York. (2c) to honor sight drafts under the L/Cs; and (B) Revolver Lenders severally agree to participate in L/Cs issued for the account of Borrower; provided that no L/C Issuer The Issuing Lender shall not at any time be obligated to make issue any L/C Letter of Credit Extension with respect hereunder if such issuance would conflict with, or cause the Issuing Lender or any Participating Lender to exceed any L/Climits imposed by, any applicable Requirement of Law. (d) Any Letter of Credit issued and no Revolver Lender shall be obligated to participate in any L/C, if outstanding as of the date of such L/C Closing Date pursuant to the Existing Credit Extension (after giving effect to any proposed L/C Credit Extension on such date), (x) the Revolver Commitment Usage would exceed the Revolver Commitment, (y) the aggregate 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 request by Borrower for the issuance or amendment of an L/C Agreement shall be deemed to be a representation by Borrower that the L/C Letter of 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, 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 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 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) such L/C is cash collateralized on terms and pursuant to arrangements satisfactory to the 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 this Agreement 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) the issuance of such L/C would violate one or more policies of the applicable L/C Issuer applicable to letters of credit generally; (C) such L/C is to be denominated in a currency other than Dollars (or the Alternative Currency with respect to L/Cs issued by the Australian L/C Issuer); (D) any Revolver 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 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 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 (E) the Australian L/C Issuer does not as of the issuance date of the requested L/C issue L/Cs in the Alternative Currency.

The L/C Commitment. (ia) Subject to the terms and conditions set forth hereinhereof, (A) each L/C Issuer agreesthe Issuing Lender, in reliance upon on the agreements of the other Revolver Lenders set forth in this Section 2.3subsection 3.4(a), agrees to issue letters of credit (1"LETTERS OF CREDIT") from time to time for the account of the Borrower on any Business Day during the period Commitment Period in such form as may be approved from time to time by the Closing Date until Issuing Lender; PROVIDED that 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 L/C Issuer’s L/C Commitment, 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 L/Cs; and (B) Revolver Lenders severally agree to participate in L/Cs issued for the account of Borrower; provided that no L/C Issuer shall be obligated to make any L/C Credit Extension with respect to any L/C, and no Revolver Issuing Lender shall be obligated not issue any Letter of Credit if, after giving effect to participate in any L/C, if as of the date of such L/C Credit Extension (issuance and after giving effect to any proposed L/C Loans requested to be made or Letters of Credit Extension requested to be issued on such 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 Outstanding would exceed the lesser of (x) the Revolver Commitment Usage would exceed the Revolver Commitment, Revolving Credit Commitments and (y) the aggregate Outstanding Amount Borrowing Base then in effect. Each Letter of Credit shall (i) be issued to support obligations of the Revolver Loans Borrower or any of such Revolving Lenderits Subsidiaries, plus such Revolver Lender’s Commitment Percentage contingent or otherwise, which finance the working capital and business needs 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 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 Extension so requested complies with the conditions set forth in the proviso to the preceding sentence. Within the foregoing limitsand its Subsidiaries, 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 not issue any L/C if: expire no later than the earlier of (Ax) subject one year (or such later date agreed to Section 2.3(b)(iii), by the expiry date of such requested L/C would occur more than twelve months Issuing Lender) 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) such L/C is cash collateralized on terms and pursuant to arrangements satisfactory five Business Days prior to the applicable L/C IssuerTermination 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. (iiib) Each Letter of Credit shall be subject to the Uniform Customs and, to the extent not inconsistent therewith, the laws of the State of New York. (c) The L/C Issuers Issuing Lender shall not at any time be under any obligation obligated to issue any L/C if: (A) any order, judgmentLetter of Credit hereunder if such issuance would conflict with, or decree of any Governmental Authority or arbitrator shall by its terms purport to enjoin or restrain cause the applicable L/C Issuer from issuing such L/C, Issuing Lender or any Law Participating Lender to exceed any limits imposed by, any applicable to the applicable L/C Issuer or any request or directive (whether or not having the force Requirement 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, 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) the issuance of such L/C would violate one or more policies of the applicable L/C Issuer applicable to letters of credit generally; (C) such L/C is to be denominated in a currency other than Dollars (or the Alternative Currency with respect to L/Cs issued by the Australian L/C Issuer); (D) any Revolver 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 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 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 (E) the Australian L/C Issuer does not as of the issuance date of the requested L/C issue L/Cs in the Alternative Currency.

The L/C Commitment. (ia) Subject to the terms and conditions set forth hereinhereof, (A) each L/C Issuer agreesthe Issuing Lender, in reliance upon on the agreements of the other Revolver Revolving Credit Lenders set forth in this Section 2.3subsection 3.4(a), (1) from time agrees to time issue Letters of Credit for the account of the Borrower on any Business Day during the period Revolving Credit Commitment Period in such form as may be approved from time to time by 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 L/C Issuer’s L/C Commitment, 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 L/Cs; and (B) Revolver Lenders severally agree to participate in L/Cs issued for the account of BorrowerIssuing Lender; provided that no L/C Issuer shall be obligated to make any L/C Credit Extension with respect to any L/C, and no Revolver (x) the Issuing Lender shall be obligated to participate in not issue any L/CLetter of Credit that has an expiry date later than the Revolving Credit Commitment Termination Date or if, if as of the date of such L/C Credit Extension (after giving effect to any proposed L/C such issuance, the aggregate Available Revolving Credit Extension on such date), (x) the Revolver Commitment Usage Commitments would exceed the Revolver Commitment, be less than zero and (y) no Letter of Credit shall be issued if after giving effect thereto the aggregate Outstanding Amount Letter 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 Credit Outstandings would exceed such Revolver Lender’s Revolver Commitment, or (z) the Outstanding Amount of the L/C Exposure would exceed the L/C Sublimit$30,000,000. Each request by Borrower for the issuance or amendment of an No Standby L/C shall be deemed have an expiry date more than one year after its date of issuance (except that up to be a representation by Borrower that the $5,000,000 of Standby L/Cs may have expiry dates up to 3 years after their dates of issuance) and no Trade L/C shall have an expiry date more than 180 days after its issuance, provided, however, that any Letter of Credit Extension so requested complies with may provide for the conditions set forth renewal thereof for additional periods not to exceed one year (which shall in no event extend beyond the proviso to the preceding sentenceRevolving Credit Termination Date). Within the foregoing limits, and subject to the terms and conditions hereof, Borrower’s ability to obtain L/Cs Each Letter of Credit 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 denominated in Dollars. (b) Each Letter of Credit shall be subject to and governed by the terms and conditions hereofUniform Customs and, to the extent not inconsistent therewith, the laws of the State of New York. (iic) The L/C Issuers Issuing Lender shall not issue at any L/C if: (A) subject to Section 2.3(b)(iii), the expiry date of such requested L/C would occur more than 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) such L/C is cash collateralized on terms and pursuant to arrangements satisfactory to the applicable L/C Issuer. (iii) The L/C Issuers shall not time be under any obligation obligated to issue any L/C if: (A) any order, judgmentLetter of Credit hereunder if such issuance would conflict with, or decree of any Governmental Authority or arbitrator shall by its terms purport to enjoin or restrain cause the applicable L/C Issuer from issuing such L/C, Issuing Lender or any Law Participating Lender to exceed any limits imposed by, any applicable to the applicable L/C Issuer or any request or directive (whether or not having the force Requirement 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, 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) the issuance of such L/C would violate one or more policies of the applicable L/C Issuer applicable to letters of credit generally; (C) such L/C is to be denominated in a currency other than Dollars (or the Alternative Currency with respect to L/Cs issued by the Australian L/C Issuer); (D) any Revolver 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 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 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 (E) the Australian L/C Issuer does not as of the issuance date of the requested L/C issue L/Cs in the Alternative Currency.

The L/C Commitment. (ia) Subject to the terms and conditions set forth hereinhereof, (A) each L/C Issuer agreesthe Issuing Lender, in reliance upon on the agreements of the other Revolver Lenders set forth in this Section 2.33.4(a), (1) from time agrees to time issue Letters of Credit for the account of the Borrower on any Business Day during the period Commitment Period in such form as may be approved from time to time by the Closing Date until Issuing Lender; provided that no Issuing Lender shall issue any Letter of Credit if, after giving effect to such issuance, (i) the L/C Expiration Obligations would exceed $5,000,000 or (ii) the sum of the Loans and Letter of Credit Outstandings of all the Lenders would exceed the Commitments of all of the Lenders. Each Letter of Credit shall (i) be either (x) a Standby L/C issued to provide credit support for insurance and other general corporate requirements of the Borrower and its Subsidiaries, or (y) a Trade L/C in respect of the purchase of goods or services by the Borrower and its Subsidiaries in the ordinary course of business and (ii) expire no later than the Termination Date. No Standby L/C shall have an expiry date more than 360 days after 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 (5) Business Days prior to issue the Termination Date; provided that Standby L/Cs in Dollars or with respect to the Australian L/C Issuer, the Alternative Currency, may provide for the account of Borrower or its Subsidiaries in an aggregate amount renewal thereof for additional periods not to exceed such L/C Issuer’s L/C Commitmentone year, and to amend or renew L/Cs previously issued by it, but in accordance with subsection any event no later than the Termination Date. Each Letter of Credit shall be denominated in Dollars. (b) belowEach Letter of Credit shall be subject to the Uniform Customs and, and to the extent not inconsistent therewith, the laws of the State of New York. (2c) to honor sight drafts under the L/Cs; and (B) Revolver Lenders severally agree to participate in L/Cs issued for the account of Borrower; provided that no L/C Issuer The Issuing Lender shall not at any time be obligated to make issue any L/C Letter of Credit Extension with respect hereunder if such issuance would conflict with, or cause the Issuing Lender or any Participating Lender to exceed any L/Climits 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 no Revolver Lender shall be obligated to participate in any L/C, if outstanding as of the date of such L/C Closing Date pursuant to the Existing Credit Extension (after giving effect to any proposed L/C Credit Extension on such date), (x) the Revolver Commitment Usage would exceed the Revolver Commitment, (y) the aggregate 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 request by Borrower for the issuance or amendment of an L/C Agreement shall be deemed to be a representation by Borrower that the L/C Letter of 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, 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 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 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) such L/C is cash collateralized on terms and pursuant to arrangements satisfactory to the 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, or shall impose upon the applicable L/C Issuer any unreimbursed loss, cost or expense which was not applicable this Agreement on the Closing Date (and which such L/C Issuer all obligations in good xxxxx xxxxx material to it; (B) the issuance respect of such L/C would violate one or more policies of the applicable L/C Issuer applicable to letters letter of credit generally; (C) such L/C is to shall be denominated in a currency other than Dollars (or the Alternative Currency with respect to L/Cs issued by the Australian L/C Issuerdeemed Obligations hereunder); (D) any Revolver 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 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 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 (E) the Australian L/C Issuer does not as of the issuance date of the requested L/C issue L/Cs in the Alternative Currency.

The L/C Commitment. (i) Subject to the terms and conditions set forth herein, (A) each L/C Issuer agrees, in reliance upon the agreements of the other Revolver Lenders set forth in this Section 2.3, (1) from time to time on any Business Day during the 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 L/C Issuer’s L/C Commitment, 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 L/Cs; and (B) Revolver Lenders severally agree to participate in L/Cs issued for the account of Borrower; provided that 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 be obligated to participate in any L/C, if as of the date of such L/C Credit Extension (after giving effect to any proposed L/C Credit Extension on such date), (x) the Revolver Commitment Usage would exceed the Revolver Commitment, (y) the aggregate 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 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 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, BorrowerXxxxxxxx’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 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 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) such L/C is cash collateralized on terms and pursuant to arrangements satisfactory to the 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, 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) the issuance of such L/C would violate one or more policies of the applicable L/C Issuer applicable to letters of credit generally; (C) such L/C is to be denominated in a currency other than Dollars (or the Alternative Currency with respect to L/Cs issued by the Australian L/C Issuer); (D) any Revolver 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 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 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 (E) the Australian L/C Issuer does not as of the issuance date of the requested L/C issue L/Cs in the Alternative Currency.

The L/C Commitment. (i) Subject to the terms and conditions set forth herein, (A) each L/C Issuer agrees, in reliance upon the agreements of the other Revolver Lenders set forth in this Section 2.3, (1) from time to time on any Business Day during the 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 L/C Issuer’s L/C Commitment, 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 L/Cs; and (B) Revolver Lenders severally agree to participate in L/Cs issued for the account of Borrower; provided that 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 be obligated to participate in any L/C, if as of the date of such L/C Credit Extension (after giving effect to any proposed L/C Credit Extension on such date), (x) the Revolver Commitment Usage would exceed the Revolver Commitment, (y) the aggregate 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 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 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, BorrowerXxxxxxxx’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 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 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) such L/C is cash collateralized on terms and pursuant to arrangements satisfactory to the 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, 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) the issuance of such L/C would violate one or more policies of the applicable L/C Issuer applicable to letters of credit generally; (C) such L/C is to be denominated in a currency other than Dollars (or the Alternative Currency with respect to L/Cs issued by the Australian L/C Issuer); (D) any Revolver 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 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 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 (E) the Australian L/C Issuer does not as of the issuance date of the requested L/C issue L/Cs in the Alternative Currency.

The L/C Commitment. (i) Subject to the terms and conditions set forth herein, (A) each the L/C Issuer agrees, in reliance upon the agreements of the other Revolver Borrower and the Revolving Lenders set forth in this Section 2.32.08, (1a) from time to time on any Business Day during the period from the Closing Date until the L/C Expiration Date, to issue L/Cs in Dollars Letters of Credit, or with respect (as the case may be) to cause Letters of Credit to be issued by the Australian L/C Substitute Issuer, the Alternative Currency, in each case for the account of the Borrower or its Subsidiaries in an aggregate amount not to exceed such L/C Issuer’s L/C Commitmentunder this Agreement, and to amend or renew 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/Cs previously issued by itC Substitute Issuer, all in accordance with subsection Section 2.08(b), and (b) belowto honor drawings under the Letters of Credit, and or (2as the case may be) to honor sight drafts under cause the L/CsC Substitute Issuer to honor drawings under the Letters of Credit; and (B) Revolver the Revolving Lenders severally agree to participate in L/Cs Letters of Credit issued for the account of Borrowerthe Borrower and any drawings thereunder; provided provided, however, that no L/C Issuer shall be obligated after giving effect to make any L/C Credit Extension with respect to any L/C, and no Revolver Lender shall be obligated to participate in any L/C, if as Letter of the date of such L/C Credit Extension (after giving effect to any proposed L/C Credit Extension on such date)Credit, (x) the Revolver Commitment Usage would Total Revolving Credit Outstanding shall not exceed the Maximum Revolver CommitmentAmount then in effect, (y) the aggregate Outstanding Amount of the Revolver Revolving Loans of such any Revolving Lender, plus such Revolver Lender’s applicable Revolving Commitment Percentage of the Outstanding Amount of all L/C ExposureObligations, plus shall not exceed such Revolving Lender’s Commitment Percentage of the Outstanding Amounts of all Swing Line Loans would exceed such Revolver Lender’s Revolver Revolving Commitment, or and (z) the aggregate Outstanding Amount of the L/C Exposure would Obligations shall not exceed the L/C SublimitCommitment. Each request by the Borrower for the issuance or amendment of an L/C a Letter of Credit shall be deemed to be a representation by the Borrower 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, the Borrower’s ability to obtain L/Cs Letters of Credit shall be fully revolving; , and accordingly the Borrower may, during the foregoing period, obtain L/Cs Letters of Credit to replace L/Cs Letters of Credit 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 Issuer shall not issue any Letter of Credit, or (as the case may be) cause any Letter of Credit to be issued by the L/C Substitute Issuer, if: (A1) subject to Section 2.3(b)(iii2.08(b)(iii), the expiry date of such requested L/C Letter of Credit would occur more than twelve (12) months after the date of issuance or last renewalextension, unless Required Revolver Lenders have the Administrative Agent has approved such expiry date or unless date; provided that any Letter of Credit with a one-year term may provide for the requested renewal thereof for additional one-year periods (which shall in no event extend beyond the 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(iExpiration Date); or (B2) the expiry date of the such requested L/C Letter of Credit would occur after the L/C Expiration Date, unless (x) all the Revolver Revolving Lenders and the applicable L/C Issuer have approved such expiry date or (y) such L/C is cash collateralized on terms and pursuant to arrangements satisfactory to the applicable L/C Issuerdate. (iii) The L/C Issuers Issuer shall not be under any obligation to issue any Letter of Credit, or (as the case may be) to cause any Letter of Credit to be issued by the L/C Substitute Issuer, if: (A1) any order, judgment, judgment or decree of any Governmental Authority or arbitrator shall by its terms purport to enjoin or restrain the applicable L/C Issuer or the L/C Substitute Issuer from issuing such L/CLetter of Credit, or any Applicable Law applicable to the applicable L/C Issuer or any request or directive (whether or not having the force of Lawlaw) from any Governmental Authority with jurisdiction over the applicable L/C Issuer or the L/C Substitute Issuer shall prohibit, or request that such the L/C Issuer or the L/C Substitute Issuer refrain from, the issuance of letters of credit generally or such L/C Letter of Credit in particular or shall impose upon the applicable L/C Issuer or the L/C Substitute Issuer with respect to such L/C Letter of Credit any restriction, reserve, reserve or capital requirement (for which such the L/C Issuer or the L/C Substitute Issuer is not otherwise compensated hereunder) not in effect on the Closing L/C Commitment Effective Date, or shall impose upon the applicable L/C Issuer or the L/C Substitute Issuer any unreimbursed loss, cost or expense which was not applicable on the Closing L/C Commitment Effective Date and which such the L/C Issuer in good xxxxx xxxxx material to it; (B2) except as otherwise agreed by the issuance of such Administrative Agent and the L/C would violate one or more policies Issuer, such Letter of the applicable L/C Issuer applicable to letters of credit generallyCredit is in an initial stated amount less than $10,000; (C3) such L/C Letter of Credit is to be denominated in a any currency other than Dollars (or the Alternative Currency with respect to L/Cs issued by the Australian L/C Issuer)Dollars; (D4) such Letter of Credit contains any provisions for automatic reinstatement of the stated amount after any drawing thereunder; or 5) any Revolver default of any Revolving Lender’s obligations to fund under Section 2.08(c) exists or any Revolving Lender is at that such time a Defaulting LenderLender hereunder, unless the applicable L/C Issuer has entered into arrangements, including satisfactory arrangements with the delivery of Cash Collateral, satisfactory to such L/C Issuer (in its sole discretion) with Borrower or such Revolver Lender to eliminate such the L/C Issuer’s actual risk with respect to such Lender. (iv) The L/C Issuer shall not amend any Letter of Credit, or potential Fronting Exposure 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 (after giving effect as the case may be) to Section 3.15(a)(iv)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 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 (E) the Australian L/C Issuer does not as of the issuance date of the requested L/C issue L/Cs in the Alternative CurrencyIssuer.

The L/C Commitment. (ia) Subject to the terms and conditions set forth hereinof this Agreement, (Ai) each L/C Issuer agrees, in reliance upon on the agreements of the other Revolver Lenders set forth in this Section 2.3Article III, (1A) from time to time on any Business Day during the period from the Closing Agreement Date until the L/C Facility Expiration Date, to issue L/Cs in Dollars or with respect to the Australian L/C Issuer, the Alternative Currency, Letters of Credit for the account of Borrower or its Subsidiaries in an aggregate amount not to exceed such L/C Issuer’s L/C Commitmentand each RIC, and to amend or renew L/Cs Letters of Credit previously issued by it, in accordance with subsection (b) belowSection 3.1(b), and (2) to honor sight drafts under the L/Cs; and (B) Revolver to honor drafts under the Letters of Credit, and (ii) Lenders severally agree to participate in L/Cs Letters of Credit issued for the account of BorrowerBorrower or any RIC; provided that no L/C Issuer shall not be obligated to make any L/C Credit Extension with respect to any L/C, and no Revolver Lender shall be obligated to participate in any L/CLetter of Credit, if as of the date of and before or after giving effect to such L/C Credit Extension (after giving effect to any proposed L/C Credit Extension on such date)Extension, (x1) the Revolver Commitment Usage would exceed the Revolver Commitment, (y) the aggregate 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 Obligations would exceed the L/C Sublimit. Each request by Borrower for Commitment, or (2) the issuance or amendment of an L/C shall be deemed to be a representation by Borrower that Outstanding Amount would exceed the L/C Credit Extension so requested complies with the conditions set forth in the proviso to the preceding sentenceAggregate Commitments. Within the foregoing limits, and subject to the terms and conditions hereof, Borrower’s ability to obtain L/Cs Letters of Credit shall be fully revolving; , and accordingly Borrower may, during the foregoing period, obtain L/Cs Letters of Credit to replace L/Cs Letters of Credit 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 Commitment is a subfacility of the Aggregate Commitments and not in addition to the Aggregate Commitments. (b) L/C Issurer shall not issue be under no obligation to make any L/C Credit Extension if: (A) subject to Section 2.3(b)(iii), the expiry date of such requested L/C would occur more than 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) such L/C is cash collateralized on terms and pursuant to arrangements satisfactory to the applicable L/C Issuer. (iii) The L/C Issuers shall not be under any obligation to issue any L/C if: (Ai) any order, judgment, 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 issuing, amending or renewing such L/CLetter of Credit, or any Law applicable to the applicable L/C Issuer or any request or directive (whether or not having the force of Lawlaw) 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 issuance, amendment or renewal of letters of credit generally or such L/C Letter of Credit in particular or shall impose upon the applicable L/C Issuer with respect to such L/C Letter of Credit any restriction, reserve, reserve or capital requirement (for which such L/C Issuer is not otherwise compensated hereunder) not in effect on the Closing Agreement Date, or shall impose upon the applicable L/C Issuer any unreimbursed loss, cost or expense which was not applicable on the Closing Agreement Date and which such L/C Issuer in good xxxxx fxxxx xxxxx material to it; (ii) the expiry date of such requested Letter of Credit would occur (A) after the first to occur of (1) one year after the date of issuance and (2) July 30, 2011, or (B) in the case of an Auto-Renewal Letter of Credit, more than five years after the initial issuance date of such Auto-Renewal Letter of Credit; (iii) the L/C Credit Extension would violate one or more policies of the applicable L/C Issuer applicable to letters of credit generallyIssuer; (Civ) such L/C Letter of Credit is to be used for a purpose other than to assure the performance of Borrower or a RIC pursuant to a Reinsurance Agreement to which such Borrower and/or such RIC is a party; (v) such Letter of Credit is to be denominated in a currency other than Dollars Dollars; (vi) the face amount of such Letter of Credit (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 such L/C Credit Extension; or (viii) such Letter of Credit contains any provisions for automatic reinstatement of the stated amount after a drawing thereunder. (c) L/C Issuer shall be under no obligation to amend or renew any Letter of Credit if (i) L/C Issuer would have no obligation at such time to issue such Letter of Credit in its amended or renewed form under the Alternative Currency terms hereof, or (ii) the 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 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 Administrative Agent in Article X with respect to any acts 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, and (B) as additionally provided herein with respect to L/Cs issued by the Australian L/C Issuer); (D) any Revolver 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 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 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 (E) the Australian L/C Issuer does not as of the issuance date of the requested L/C issue L/Cs in the Alternative Currency.

The L/C Commitment. (i) Subject to the terms and conditions set forth herein, (A) each L/C Issuer agrees, in reliance upon the agreements of the other Revolver Lenders set forth in this Section 2.3, (1) from time to time on any Business Day during the 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 L/C Issuer’s L/C CommitmentSubsidiaries, 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 L/Cs; and (B) Revolver Lenders severally agree to participate in L/Cs issued for the account of Borrower; provided that 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 be obligated to participate in any L/C, if as of the date of such L/C Credit Extension (after giving effect to any proposed L/C Credit Extension on such date), (x) the Revolver Commitment Usage would exceed the Revolver Commitment, (y) the aggregate Outstanding Amount of the Revolver Loans of such Revolving Revolver Lender, plus such Revolver Lender’s Commitment Percentage of the Outstanding Amount of all L/C Exposure, plus such Revolving Revolver Lender’s Commitment Percentage of the Outstanding Amounts 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 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 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, 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 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 twelve 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) such L/C is cash collateralized on terms and pursuant to arrangements satisfactory to the 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, 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) the issuance of such L/C would violate one or more policies of the applicable L/C Issuer applicable to letters of credit generally; (C) such L/C is to be denominated in a currency other than Dollars (or the Alternative Currency with respect to L/Cs issued by the Australian L/C Issuer); (D) any Revolver 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 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 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 (E) the Australian L/C Issuer does not as of the issuance date of the requested L/C issue L/Cs in the Alternative Currency.

The L/C Commitment. (i) Subject to the terms and conditions set forth herein, (A) each L/C Issuer agrees, in reliance upon the agreements of the other Revolver Lenders set forth in this Section 2.3, (1) from time to time on any Business Day during the 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 L/C Issuer’s L/C CommitmentSubsidiaries, 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 L/Cs; and (B) Revolver Lenders severally agree to participate in L/Cs issued for the account of Borrower; provided that 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 be obligated to participate in any L/C, if as of the date of such L/C Credit Extension (after giving effect to any proposed L/C Credit Extension on such date), (x) the Revolver Commitment Usage would exceed the Revolver Total Commitment, (y) the aggregate 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 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 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 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, 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 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 twelve 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) such L/C is cash collateralized on terms and pursuant to arrangements satisfactory to the 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, 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) the issuance of such L/C would violate one or more policies of the applicable L/C Issuer applicable to letters of credit generally; (C) such L/C is to be denominated in a currency other than Dollars (or the Alternative Currency with respect to L/Cs issued by the Australian L/C Issuer);Dollars; or (D) any Revolver 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 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 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 (E) the Australian L/C Issuer does not as of the issuance date of the requested L/C issue L/Cs in the Alternative Currency.

The L/C Commitment. (ia) Subject Pursuant to the terms 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 conditions set forth herein, (A) each L/C Issuer agrees, in reliance upon the agreements of the other Revolver Lenders set forth in this Section 2.3, (1) from time to time on any Business Day during the period from after 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 L/C Issuer’s L/C Commitment, 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 L/Cs; and (B) Revolver Lenders severally agree to participate in L/Cs issued for the account of Borrower; provided that 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 be obligated to participate in any L/C, if as of the date of such L/C Credit Extension (after giving effect to any proposed L/C Credit Extension on such date), (x) the Revolver Commitment Usage would exceed the Revolver Commitment, (y) the aggregate 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 request by Borrower for the issuance or amendment of an L/C shall be deemed continue to be a representation by Borrower that the L/C Credit Extension so requested complies with the conditions set forth in the proviso to the preceding sentence"Letters of Credit" hereunder. Within the foregoing limits, and subject Subject to the terms and conditions hereof, Borrower’s ability the Issuing Lender, in reliance on the agreements of the other Lenders set forth in subsection 3.4(a), agrees to obtain L/Cs shall be fully revolving; accordingly issue letters of credit (together with the Existing Letters of Credit, the "LETTERS OF CREDIT") for the account of the Borrower may, on any Business Day during the foregoing period, obtain L/Cs Commitment Period in such form as may be approved from time 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 time by the terms and conditions hereof. (ii) The L/C Issuers Issuing Lender; PROVIDED that the Issuing Lender shall not issue any L/C 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, (Ai) subject 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 Section 2.3(b)(iii)support obligations of the Borrower or any of its Subsidiaries, contingent or otherwise, which finance the expiry working capital and business needs of the Borrower and its Subsidiaries, and (ii) shall expire no later than the earlier of (x) one year (or such later date of such requested L/C would occur more than twelve months agreed to by the Issuing Lender) 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) such L/C is cash collateralized on terms and pursuant to arrangements satisfactory five Business Days prior to the 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 Termination Date, or PROVIDED that any Letter of Credit with a one-year tenor may provide for the extension thereof for additional one-year periods (which shall impose upon in no event extend beyond 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 date referred to in good xxxxx xxxxx material to it; clause (By) the issuance above). Each Letter of such L/C would violate one or more policies of the applicable L/C Issuer applicable to letters of credit generally; (C) such L/C is to Credit shall be denominated in a currency other than Dollars (or the Alternative Currency with respect to L/Cs issued by the Australian L/C Issuer); (D) any Revolver 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 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 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 (E) the Australian L/C Issuer does not as of the issuance date of the requested L/C issue L/Cs in the Alternative CurrencyDollars.