Common use of L/C Participations Clause in Contracts

L/C Participations. (a) The Issuing Lender irrevocably agrees to grant and hereby grants to each L/C Participant, and, to induce the Issuing Lender to issue Letters of Credit hereunder, each L/C Participant irrevocably agrees to accept and purchase and hereby accepts and purchases from the Issuing Lender, on the terms and conditions hereinafter stated, for such L/C Participant's own account and risk an undivided interest equal to such L/C Participant's Revolving Credit Percentage in the Issuing Lender's obligations and rights under each Letter of Credit issued hereunder and the amount of each draft paid by the Issuing Lender thereunder. Each L/C Participant unconditionally and irrevocably agrees with the Issuing Lender that, if a draft is paid under any Letter of Credit for which the Issuing Lender is not reimbursed in full by the Borrower in accordance with the terms of this Agreement, such L/C Participant shall pay to the Issuing Lender upon demand at the Issuing Lender's address for notices specified herein an amount equal to such L/C Participant's Revolving 52 Credit Percentage of the amount of such draft, or any part thereof, which is not so reimbursed.

L/C Participations. (a) The Each Issuing Lender irrevocably agrees ------------------ to grant and hereby grants to each L/C Participant, and, to induce the each Issuing Lender to issue Letters of Credit hereunderCredit, each L/C Participant irrevocably agrees to accept and purchase and hereby accepts and purchases from the each Issuing Lender, on the terms and conditions hereinafter statedset forth below, for such L/C Participant's own account and risk an undivided interest equal to such L/C Participant's Revolving Credit Percentage in the such Issuing Lender's obligations and rights under and in respect of each Letter of Credit issued hereunder and the amount of each draft paid by the such Issuing Lender thereunder. Each L/C Participant unconditionally and irrevocably agrees with the each Issuing Lender that, if a draft is paid under any Letter of Credit for which the such Issuing Lender is not reimbursed in full by the Borrower in accordance with the terms of this Agreement, such L/C Participant shall pay to the such Issuing Lender upon demand at the such Issuing Lender's address for notices specified herein an amount equal to such L/C Participant's Revolving 52 Credit Percentage of the amount of such draft, or any part thereof, which that is not so reimbursed.

L/C Participations. (a) The Issuing Lender irrevocably agrees to grant and hereby grants to each L/C Participant, and, to induce the Issuing Lender to issue Letters of Credit hereunder, each L/C Participant irrevocably agrees to accept and purchase and hereby accepts and purchases from the Issuing Lender, on the terms and conditions hereinafter stated, for such L/C Participant's own account and risk an undivided interest equal to such L/C Participant's Revolving Credit Commitment Percentage (determined on the date of issuance of the relevant Letter of Credit) in the Issuing Lender's obligations and rights under each Letter of Credit issued hereunder and the amount of each draft paid by the Issuing Lender thereunder. Each L/C Participant unconditionally and irrevocably agrees with the Issuing Lender that, if a draft is paid under any Letter of Credit for which the Issuing Lender is not reimbursed in full by the Borrower in accordance with the terms of this Agreementsubsection 3.5(a), such L/C Participant shall pay to the Issuing Lender upon demand at the Issuing Lender's address for notices specified herein an amount equal to such L/C Participant's Revolving 52 Credit Commitment Percentage of the amount of such draft, or any part thereof, which is not so reimbursed.

L/C Participations. (a) The Issuing Lender Bank irrevocably agrees to grant and hereby grants to each L/C Participant, and, to induce the Issuing Lender Bank to issue Letters of Credit hereunder, each L/C Participant irrevocably agrees to accept and purchase and hereby accepts and purchases from the Issuing LenderBank, on the terms and conditions hereinafter stated, for such L/C Participant's own account and risk risk, an undivided interest equal to such L/C Participant's Revolving Credit Commitment Percentage in the Issuing LenderBank's obligations and rights under each Letter of Credit issued hereunder and the amount of each draft paid by the Issuing Lender Bank thereunder. Each L/C Participant unconditionally and irrevocably agrees with the Issuing Lender Bank that, if a draft is paid under any Letter of Credit for which the Issuing Lender Bank is not reimbursed in full by the Borrower in accordance with the terms teens of this Agreement, such L/C Participant shall pay to the Issuing Lender Bank upon demand at the Issuing LenderBank's address for notices specified herein an amount equal to such L/C Participant's Revolving 52 Credit Commitment Percentage of the amount of such draft, or any part thereof, which is not so reimbursed.

L/C Participations. (a) The Issuing Lender irrevocably agrees to grant and hereby grants to each L/C Participant, and, to induce the Issuing Lender to issue Letters of Credit hereunder, each L/C Participant irrevocably agrees to accept and purchase and hereby accepts and purchases from the Issuing Lender, on the terms and conditions hereinafter statedset forth below, for such L/C Participant's own account and risk an undivided interest equal to such L/C Participant's Revolving Credit Percentage in the Issuing Lender's obligations and rights under and in respect of each Letter of Credit issued hereunder and the amount of each draft paid by the Issuing Lender thereunder. Each L/C Participant unconditionally and irrevocably agrees with the Issuing Lender that, if a draft is paid under any Letter of Credit for which the Issuing Lender is not reimbursed in full by the Borrower in accordance with the terms of this Agreement, such L/C Participant shall pay to the Issuing Lender upon demand at the Issuing Lender's address for notices specified herein an amount equal to such L/C Participant's Revolving 52 Credit Percentage of the amount of such draft, or any part thereof, which that is not so reimbursed.

L/C Participations. (a) The Issuing Lender irrevocably agrees to grant and hereby grants to each L/L/ C Participant, and, to induce the Issuing Lender to issue Letters of Credit hereunder, each L/C Participant irrevocably agrees to accept and purchase and hereby accepts and purchases from the Issuing Lender, on the terms and conditions hereinafter stated, for such L/C Participant's own account and risk an undivided interest equal to such L/C Participant's Revolving Credit Percentage in the Issuing Lender's obligations and rights under each Letter of Credit issued hereunder and the amount of each draft paid by the Issuing Lender thereunder. Each L/C Participant unconditionally and irrevocably agrees with the Issuing Lender that, if a draft is paid under any Letter of Credit for which the Issuing Lender is not reimbursed in full by the Borrower in accordance with the terms of this Agreement, such L/C Participant shall pay to the Issuing Lender upon demand at the Issuing Lender's address for notices specified herein an amount equal to such L/C Participant's Revolving 52 Credit Percentage of the amount of such draft, or any part thereof, which is not so reimbursed.

L/C Participations. (a) The Each Issuing Lender Bank irrevocably agrees to grant and hereby grants to each L/C Participant, and, to induce the each Issuing Lender Bank to issue Letters of Credit hereunder, each L/C Participant unconditionally and irrevocably agrees to accept and purchase and hereby accepts and purchases from the such Issuing LenderBank, on the terms and conditions hereinafter stated, for such L/C Participant's ’s own account and risk risk, an undivided interest equal to in such L/C Participant's Revolving Credit Percentage in the Issuing Lender's Bank’s obligations and rights under each Letter of Credit issued by such Issuing Bank hereunder and in an amount equal to the product of such L/C Participant’s Revolving Commitment Percentage in respect of Multicurrency Tranche Revolving Commitments times the amount of each draft paid by the such Issuing Lender Bank thereunder. Each L/C Participant unconditionally and irrevocably agrees with the each Issuing Lender Bank that, if a draft is paid under any Letter of Credit issued by such Issuing Bank for which the such Issuing Lender Bank is not reimbursed in full by the Borrower Company in accordance with the terms of this Agreement, such L/C Participant shall pay to the such Issuing Lender Bank upon demand at the such Issuing Lender's address for notices specified herein Bank’s Issuing Office an amount equal to such L/C Participant's ’s Revolving 52 Credit Commitment Percentage in respect of Multicurrency Tranche Revolving Commitments of the amount of such draft, or any part thereof, which is not so reimbursedreimbursed in the Currency in which payment of such draft was made and in immediately available funds.

L/C Participations. (a) The Each Issuing Lender irrevocably agrees to grant and hereby grants to each L/C Participant, and, to induce the each Issuing Lender to issue Letters of Credit hereunder, each L/C Participant irrevocably agrees to accept and purchase and hereby accepts and purchases from the each Issuing Lender, on the terms and conditions hereinafter stated, for such L/C Participant's ’s own account and risk an undivided interest equal to such L/C Participant's ’s LC/Swing Line Revolving Credit Percentage in the each Issuing Lender's ’s obligations and rights under each Letter of Credit issued by such Issuing Lender hereunder and the amount of each draft paid by the such Issuing Lender thereunder. Each L/C Participant unconditionally and irrevocably agrees with the each Issuing Lender that, if a draft is paid under any Letter of Credit issued by such Issuing Lender for which the such Issuing Lender is not reimbursed in full by the Borrower in accordance with the terms of this Agreement, such L/C Participant shall pay to the such Issuing Lender upon demand at the such Issuing Lender's ’s address for notices specified herein an amount equal to such L/C Participant's ’s LC/Swing Line Revolving 52 Credit Percentage of the amount of such draft, or any part thereof, which that is not so reimbursed.

L/C Participations. (a) The Each Issuing Lender irrevocably agrees ------------------ to grant and hereby grants to each L/C Participant, and, to induce the each Issuing Lender to issue Letters of Credit hereunder, each L/C Participant irrevocably agrees to accept and purchase and hereby accepts and purchases from the each Issuing Lender, on the terms and conditions hereinafter stated, for such L/C Participant's own account and risk an undivided interest equal to such L/C Participant's Revolving Credit Percentage in the each Issuing Lender's obligations and rights under each Letter of Credit issued by such Issuing Lender hereunder and the amount of each draft paid by the such Issuing Lender thereunder. Each L/C Participant unconditionally and irrevocably agrees with the each Issuing Lender that, if a draft is paid under any Letter of Credit issued by such Issuing Lender for which the such Issuing Lender is not reimbursed in full by the Borrower in accordance with the terms of this Agreement, such L/C Participant shall pay to the such Issuing Lender upon demand at the such Issuing Lender's address for notices specified herein an amount equal to such L/C Participant's Revolving 52 Credit Percentage of the amount of such draft, or any part thereof, which that is not so reimbursed.

L/C Participations. (a) The Each Issuing Lender irrevocably agrees to grant and hereby grants to each L/C Participant, and, to induce the each Issuing Lender to issue Letters of Credit hereunder, each L/C Participant irrevocably agrees to accept and purchase and hereby accepts and purchases from the relevant Issuing Lender, on the terms and conditions hereinafter stated, for such L/C Participant's own account and risk an 52 47 undivided interest equal to such L/C Participant's US$ Revolving Credit Percentage in the such Issuing Lender's obligations and rights under each Letter of Credit issued hereunder by such Issuing Lender and the amount of each draft paid by the such Issuing Lender thereunder. Each L/C Participant unconditionally and irrevocably agrees with the each Issuing Lender that, if a draft is paid under any Letter of Credit issued by such Issuing Lender for which the such Issuing Lender is not reimbursed in full by the Parent Borrower in accordance with the terms of this Agreement, such L/C Participant shall pay to the such Issuing Lender upon demand at the Issuing Lender's address for notices specified herein an amount equal to such L/C Participant's US$ Revolving 52 Credit Percentage of the amount of such draft, or any part thereof, which is not so reimbursed.

L/C Participations. (a) The Issuing Lender irrevocably agrees to grant and hereby grants to each L/C Participant, and, to induce the Issuing Lender to issue the Letters of Credit hereunder, each L/C Participant irrevocably agrees to accept and purchase and hereby accepts and purchases from the Issuing Lender, on the terms and conditions hereinafter stated, for such L/C Participant's own account and risk an undivided interest equal to such L/C Participant's Revolving Credit Commitment Percentage (determined based on such L/C Participant's Commitment Percentage of the Commitment) in the Issuing Lender's obligations and rights under each Letter of Credit issued hereunder and the amount of each draft paid by the Issuing Lender thereunder. Each L/C Participant unconditionally and irrevocably agrees with the Issuing Lender that, if a draft is paid under any Letter of Credit for which the Issuing Lender is not reimbursed in full by the Borrower in accordance with the terms of this Agreement, such L/C Participant shall pay to the Issuing Lender upon demand at the Issuing Lender's address for notices specified herein an amount equal to such L/C Participant's Revolving 52 Credit Commitment Percentage of the amount of such draft, or any part thereof, which is not so reimbursed; provided, that such L/C Participant shall not be required to fund its Commitment Percentage of the amount of such draft if such funding arises as a result of the Issuing Lender's gross negligence or willful misconduct.

L/C Participations. (a) The Issuing Lender irrevocably agrees to grant and hereby grants to each L/C Participant, and, to induce the Issuing Lender to issue Letters of Credit hereunder, each L/C Participant irrevocably agrees to accept and purchase and hereby accepts and purchases from the Issuing Lender, on the terms and conditions hereinafter stated, for such L/C Participant's own account and risk an undivided interest equal to such L/C Participant's Revolving Credit DIP Commitment Percentage in the Issuing Lender's obligations and rights under each Letter of Credit issued hereunder and the amount of each draft paid by the Issuing Lender thereunder. Each L/C Participant unconditionally and irrevocably agrees with the Issuing Lender that, if a draft is paid under any Letter of Credit for which the Issuing Lender is not reimbursed in full by the Borrower in accordance with the terms of this Agreement, such L/C Participant shall pay to the Issuing Lender upon demand at the Issuing Lender's address for notices specified herein an amount equal to such L/C Participant's Revolving 52 Credit DIP Commitment Percentage of the amount of such draft, or any part thereof, which is not so reimbursed.

L/C Participations. (a) (a) The Issuing Lender irrevocably agrees to grant and hereby grants to each L/C Participant, and, to induce the Issuing Lender to issue Letters of Credit hereunder, each L/C Participant irrevocably agrees to accept and purchase and hereby accepts and purchases from the Issuing Lender, on the terms and conditions hereinafter stated, for such L/C Participant's ’s own account and risk an undivided interest equal to such L/C Participant's ’s Revolving Credit Percentage in the Issuing Lender's ’s obligations and rights under each Letter of Credit issued hereunder and the amount of each draft paid by the Issuing Lender thereunder. Each L/C Participant unconditionally and irrevocably agrees with the Issuing Lender that, if a draft is paid under any Letter of Credit for which the Issuing Lender is not reimbursed in full by the Borrower in accordance with the terms of this Agreement, such L/C Participant shall pay to the Issuing Lender upon demand at the Issuing Lender's Xxxxxx’s address for notices specified herein an amount equal to such L/C Participant's ’s Revolving 52 Credit Percentage of the amount of such draft, or any part thereof, which is not so reimbursed.

L/C Participations. (a) The Issuing Lender irrevocably agrees to grant and hereby grants to each L/C Participant, and, to induce the Issuing Lender to issue Letters of Credit hereunder, each L/C Participant irrevocably agrees to accept and purchase and hereby accepts and purchases from the Issuing Lender, on the terms and conditions hereinafter stated, for such L/C Participant's own account and risk an undivided interest equal to such L/C Participant's Revolving Credit Commitment Percentage in the Issuing Lender's obligations and rights under each Letter of Credit issued hereunder and the amount of each draft paid by the Issuing Lender thereunder. Each L/C Participant unconditionally and irrevocably agrees with the Issuing Lender that, if a draft is paid under any Letter of Credit for which the Issuing Lender is not reimbursed in full by the Borrower Borrowers in accordance with the terms of this Agreement, such L/C Participant shall pay to the Issuing Lender upon demand at the Issuing Lender's address for notices specified herein an amount equal to such L/C Participant's Revolving 52 Credit Commitment Percentage of the amount of such draft, or any part thereof, which is not so reimbursedreimbursed and such payments shall thereafter be reflected as Extensions of Credit of the Lenders on the books and records of the Administrative Agent.

L/C Participations. (a) The Issuing Lender irrevocably agrees ------------------ to grant and hereby grants to each L/C Participant, and, to induce the Issuing Lender to issue Letters of Credit hereunder, each L/C Participant irrevocably agrees to accept and purchase and hereby accepts and purchases from the Issuing Lender, on the terms and conditions hereinafter stated, for such L/C Participant's own account and risk an undivided interest equal to such L/C Participant's Revolving Credit Percentage in the Issuing Lender's obligations and rights under each Letter of Credit issued hereunder and the amount of each draft paid by the Issuing Lender thereunder. Each L/C Participant unconditionally and irrevocably agrees with the Issuing Lender that, if a draft is paid under any Letter of Credit for which the Issuing Lender is not reimbursed in full by the relevant Borrower in accordance with the terms of this Agreement, such L/C Participant shall pay to the Issuing Lender upon demand at the Issuing Lender's address for notices specified herein an amount equal to such L/C Participant's Revolving 52 Credit Percentage of the amount of such draft, or any part thereof, which is not so reimbursed.

L/C Participations. (a) The Issuing Lender Each Issuer irrevocably agrees to grant and hereby grants to each L/C Participant, Participant and, to induce the Issuing Lender such Issuer to issue Letters of Credit hereunder, each L/C Participant irrevocably agrees to accept and purchase and hereby accepts and purchases from the Issuing Lendersuch Issuer, on the terms and conditions hereinafter stated, for such L/C Participant's own account and risk an undivided interest equal to such L/C Participant's Revolving Credit Commitment Percentage from time to time in the Issuing Lendereffect in such Issuer's obligations and rights under each Letter of Credit issued hereunder and the amount of each draft paid by the Issuing Lender such Issuer thereunder. Each L/C Participant unconditionally and irrevocably agrees with the Issuing Lender each Issuer that, if a draft is paid under any Letter of Credit for which the Issuing Lender such Issuer is not reimbursed in full by the Borrower Borrowers in accordance with the terms of this Agreement, such L/C Participant shall pay to the Issuing Lender such Issuer upon demand at the Issuing Lendersuch Issuer's address for notices specified herein an amount equal to such L/C Participant's Revolving 52 Credit Commitment Percentage of the amount of such draft, or any part thereof, which is not so reimbursed; provided that, if such demand is made prior to 10:00 a.m. on a Business Day, such L/C Participant shall make such payment to such Issuer prior to the end of such Business Day and otherwise such L/C Participant shall make such payment on the next succeeding Business Day.

L/C Participations. (a) The Issuing Lender irrevocably agrees to grant and hereby grants to each L/C Participant, and, to induce the Issuing Lender to issue Letters of Credit hereunder, each L/C Participant irrevocably agrees to accept and purchase and hereby accepts and purchases from the Issuing Lender, on the terms and conditions hereinafter stated, for such the L/C Participant's own account and risk an undivided interest equal to such the L/C Participant's Revolving Credit Commitment Percentage from time to time in the effect in such Issuing Lender's obligations and rights under each Letter of Credit issued by such Issuing Lender hereunder and the amount of each draft paid by the such Issuing Lender thereunder. Each L/C Participant unconditionally and irrevocably agrees with the Issuing Lender that, if a draft is paid under any Letter of Credit issued by the Issuing Lender for which the Issuing Lender is not reimbursed in full by the Borrower in accordance with the terms of this Agreement, such L/C Participant shall pay to the Issuing Lender upon demand at the Issuing Lender's address for notices specified herein an amount equal to such L/C Participant's then Revolving 52 Credit Commitment Percentage of the amount of such draft, or any part thereof, which is not so reimbursed.which

L/C Participations. (a) The Issuing Lender irrevocably agrees to grant and hereby grants to each L/C Participant, and, to induce the Issuing Lender to issue Letters of Credit hereunder, each L/C Participant irrevocably agrees to accept and purchase and hereby accepts and purchases from the Issuing Lender, on the terms and conditions hereinafter stated, for such L/C Participant's own account and risk an undivided interest equal to such L/C Participant's Revolving Credit Commitment Percentage (determined on the date of issuance of the relevant Letter of Credit) in the Issuing Lender's obligations and rights under each Letter of Credit issued hereunder and the amount of each draft paid by the Issuing Lender thereunder. Each L/C Participant unconditionally and irrevocably agrees with the Issuing Lender that, if a draft is paid under any Letter of Credit for which the Issuing Lender is not reimbursed in full by the Borrower in accordance with the terms of this AgreementSection 3.5(a), such L/C Participant shall pay to the Issuing Lender upon demand at the Issuing Lender's address for notices specified herein an amount equal to such L/C Participant's Revolving 52 Credit Commitment Percentage of the amount of such draft, or any part thereof, which is not so reimbursed.

L/C Participations. (a) The Issuing Lender Bank irrevocably agrees to grant and hereby grants to each L/C Participant, and, to induce the Issuing Lender Bank to continue to hold outstanding Existing Letters of Credit and to issue Letters of Credit hereunder, each L/C Participant irrevocably agrees to accept and purchase and hereby accepts and purchases from the Issuing LenderBank, on the terms and conditions hereinafter stated, for such L/C Participant's own account and risk an undivided interest equal to such L/C Participant's Revolving Credit Commitment Percentage in the Issuing LenderBank's obligations and rights under each Letter of Credit issued hereunder (including, without limitation, each Existing Letter of Credit) and the amount of each draft paid by the Issuing Lender Bank thereunder. Each L/C Participant unconditionally and irrevocably agrees with the Issuing Lender Bank that, if a draft is paid under any Letter of Credit for which the Issuing Lender Bank is not reimbursed in full by the Borrower Parent in accordance with the terms of this AgreementAgreement otherwise than as a result of the gross negligence or willful misconduct of the Issuing Bank, such L/C Participant shall pay to the Issuing Lender Bank upon demand at the Issuing LenderBank's address for notices specified herein an amount equal to such L/C Participant's Revolving 52 Credit Commitment Percentage of the amount of such draft, or any part thereof, which is not so reimbursed.

L/C Participations. (a) The Effective on the Issuance Date in respect of each Letter of Credit, the Issuing Lender irrevocably agrees to grant and hereby grants to each L/C ParticipantLender (other than such Issuing Lender), and, to induce the Issuing Lender to issue Letters of Credit hereunder, each L/C Participant Lender irrevocably agrees to accept and purchase and hereby accepts and purchases from the Issuing Lender, on the terms and conditions hereinafter stated, for such L/C ParticipantLender's own account and risk an undivided interest equal to such L/C ParticipantLender's Revolving Credit Percentage in of the Issuing Lender's obligations and rights under each Letter of Credit issued hereunder and the amount of each draft paid by the Issuing Lender thereunder. Each L/C Participant Lender unconditionally and irrevocably agrees with the Issuing Lender that, if a draft is paid under any Letter of Credit for which the Issuing Lender is not reimbursed in full by the Borrower in accordance with the terms of this Agreement, such L/C Participant Lender shall pay to the Issuing Lender upon demand at the Issuing Lender's address for notices specified herein an amount equal to such L/C ParticipantLender's Revolving 52 Credit Percentage of the amount of such draft, or any part thereof, which is not so reimbursed.

L/C Participations. (a) The Issuing Lender irrevocably agrees to grant and hereby grants to each L/C Participant, and, to induce the Issuing Lender to issue Letters of Credit hereunder, each L/C Participant irrevocably agrees to accept and purchase and hereby accepts and purchases from the Issuing Lender, on the terms and conditions hereinafter stated, for such L/C Participant's own account and risk an undivided interest equal to such L/C Participant's Revolving Credit Percentage in the Issuing Lender's obligations and rights under each Letter of Credit issued hereunder and the amount of each draft paid by the Issuing Lender thereunder. Each L/C Participant unconditionally and irrevocably agrees with the Issuing Lender that, if a draft is paid under any Letter of Credit for which the Issuing Lender is not reimbursed in full by the relevant Borrower in accordance with the terms of this Agreement, such L/C Participant shall pay to the Issuing Lender upon demand at the Issuing Lender's address for notices specified herein an amount equal to such L/C Participant's Revolving 52 Credit Percentage of the amount of such draft, or any part thereof, which is not so reimbursed.

L/C Participations. (a) The Issuing Lender irrevocably agrees ------------------ to grant and hereby grants to each L/C Participant, and, to induce the Issuing Lender to issue Letters of Credit hereunder, each L/C Participant irrevocably agrees to accept and purchase and hereby accepts and purchases from the Issuing Lender, on the terms and conditions hereinafter stated, for such L/C Participant's own account and risk an undivided interest equal to such L/C Participant's Revolving Credit Percentage in the Issuing Lender's Lender obligations and rights under each Letter of Credit issued hereunder and the amount of each draft paid by the Issuing Lender thereunder. Each L/C Participant unconditionally and irrevocably agrees with the Issuing Lender that, if a draft is paid under any Letter of Credit for which the Issuing Lender is not reimbursed in full by the Borrower in accordance with the terms of this Agreement, such L/C Participant shall pay to the Issuing Lender upon demand at the Issuing Lender's address for notices specified herein an amount equal to such L/C Participant's Revolving 52 Credit Percentage of the amount of such draft, or any part thereof, which that is not so reimbursed.

L/C Participations. (a) The 3.4.1 Each Issuing Lender irrevocably agrees to grant and hereby grants to each L/C Participant, and, to induce the such Issuing Lender to issue Letters of Credit hereunder, each L/C Participant irrevocably agrees to accept and purchase and hereby accepts and purchases from the such Issuing Lender, on the terms and conditions hereinafter stated, for such L/C Participant's own account and risk risk, an undivided interest equal to such L/C Participant's Revolving Credit Three Year Facility Commitment Percentage in the such Issuing Lender's obligations and rights under each Letter of Credit issued hereunder and the amount of each draft paid by the such Issuing Lender thereunder. Each L/C Participant unconditionally and irrevocably agrees with the each Issuing Lender that, if a draft is paid under any Letter of Credit for which the such Issuing Lender is not reimbursed in full by the Borrower in accordance with the terms of this Agreement, such L/C Participant shall pay to the such Issuing Lender upon demand at the such Issuing Lender's address for notices specified herein an amount equal to such L/C Participant's Revolving 52 Credit Three Year Facility Commitment Percentage of the amount of such draft, or any part thereof, which is not so reimbursed.

L/C Participations. (a) The Issuing Lender irrevocably agrees to grant and hereby grants to each L/C Participant, and, to induce the Issuing Lender to issue Letters of Credit hereunder, each L/C Participant irrevocably agrees to accept and purchase and hereby accepts and purchases from the Issuing Lender, on the terms and conditions hereinafter stated, Lender for such L/C Participant's own account and risk an undivided interest equal to such L/C Participant's Revolving Credit Commitment Percentage in the Issuing Lender's obligations and rights under each Letter of Credit issued hereunder and the amount of each draft paid by the Issuing Lender thereunder. Each L/C Participant unconditionally and irrevocably agrees with the Issuing Lender (notwithstanding any Default, Event of Default, non-satisfaction of conditions set forth in Article V or any other circumstances whatsoever) that, if a draft is paid under any Letter of Credit for which the Issuing Lender is not reimbursed in full by the Borrower Borrowers in accordance with the terms of this Agreement, such L/C Participant shall pay to the Issuing Lender upon demand at the Issuing Lender's address for notices specified herein an amount equal to such L/C Participant's Revolving 52 Credit Commitment Percentage of the amount of such draft, or any part thereof, which is not so reimbursed.

L/C Participations. (a1) The Issuing Lender irrevocably agrees to grant and hereby grants to each L/C Participant, and, to induce the Issuing Lender to issue Letters of Credit hereunder, each L/C Participant irrevocably agrees to accept and purchase and hereby accepts and purchases from the Issuing Lender, on the terms and conditions hereinafter stated, for such L/C Participant's own account and risk an undivided interest equal to such L/C Participant's Revolving Credit Commitment Percentage in the Issuing Lender's obligations and rights under each Letter of Credit issued hereunder and the amount of each draft paid by the Issuing Lender thereunder. Each L/C Participant unconditionally and irrevocably agrees with the Issuing Lender that, if a draft is paid under any Letter of Credit for which the Issuing Lender is not reimbursed in full by the Borrower Borrowers in accordance with the terms of this Agreement, such L/C Participant shall pay to the Issuing Lender upon demand at the Issuing Lender's address for notices specified herein an amount equal to such L/C Participant's Revolving 52 Credit Commitment Percentage of the amount of such draft, or any part thereof, which is not so reimbursed.

L/C Participations. (a) The Issuing Lender irrevocably agrees ------------------ to grant and hereby grants to each L/C Participant, and, to induce the Issuing Lender to issue Letters of Credit hereunder, each L/C Participant irrevocably agrees to accept and purchase and hereby accepts and purchases from the Issuing Lender, on the terms and conditions hereinafter stated, for such L/C Participant's own account and risk an undivided interest equal to such L/C Participant's Revolving Credit Percentage in the Issuing Lender's obligations and rights under each Letter of Credit issued hereunder and the amount of each draft paid by the Issuing Lender thereunder. Each L/C Participant unconditionally and irrevocably agrees with the Issuing Lender that, if a draft is paid under any Letter of Credit for which the Issuing Lender is not reimbursed in full by the Borrower Account Party in accordance with the terms of this Agreement, such L/C Participant shall pay to the Issuing Lender upon demand at the Issuing Lender's address for notices specified herein an amount equal to such L/C Participant's Revolving 52 Credit Percentage of the amount of such draft, or any part thereof, which is not so reimbursed.

L/C Participations. (a) The Issuing Lender irrevocably agrees to grant and hereby grants to each L/C Participant, and, to induce the Issuing Lender to issue Letters of Credit hereunder, each L/C Participant irrevocably agrees to accept and purchase and hereby accepts and purchases from the Issuing Lender, on the terms and conditions hereinafter stated, for such L/C Participant's own account and risk an undivided interest equal to such L/C ParticipantPartici pant's Revolving Credit Commitment Percentage in the Issuing Lender's obligations and rights under each Letter of Credit issued hereunder and the amount of each draft paid by the Issuing Lender thereunder. Each L/C Participant unconditionally and irrevocably agrees with the Issuing Lender that, if a draft is paid under any Letter of Credit for which the Issuing Lender is not reimbursed in full by the Borrower in accordance with the terms of this Agreement, such L/C Participant shall pay to the Issuing Lender upon demand at the Issuing Lender's address for notices specified herein an amount equal to such L/C Participant's Revolving 52 Credit Commitment Percentage of the amount of such draft, or any part thereof, which is not so reimbursedreimbursed and such payments shall thereafter be reflected as Extensions of Credit of the Lenders on the books and records of the Administrative Agent.

L/C Participations. (a) The Issuing Lender irrevocably agrees to grant and hereby grants to each L/C Participant, and, to induce the Issuing Lender to issue Letters of Credit hereunder, each L/C Participant irrevocably agrees to accept and purchase and hereby accepts and purchases from the Issuing Lender, on the terms and conditions hereinafter stated, for such L/C Participant's own account and risk an undivided interest equal to such L/C Participant's Revolving Credit Percentage in the Issuing Lender's obligations and rights under each Letter of Credit issued hereunder and the amount of each draft paid by the Issuing Lender thereunder. Each L/C Participant unconditionally and irrevocably agrees with the Issuing Lender that, if a draft is paid under any Letter of Credit for which the Issuing Lender is not reimbursed in full by the Borrower Packard in accordance with the terms of this Agreement, such L/C Participant shall pay to the Issuing Lender upon demand at the Issuing Lender's address for notices specified herein an amount equal to such L/C Participant's Revolving 52 Credit Percentage of the amount of such draft, or any part thereof, which is not so reimbursed.so

L/C Participations. (a) The Issuing Lender irrevocably agrees to grant and hereby grants to each L/C Participant, and, to induce the Issuing Lender to issue Letters of Credit hereunder, each L/C Participant irrevocably agrees to accept and purchase and hereby accepts and purchases from the Issuing Lender, on the terms and conditions hereinafter stated, for such L/C Participant's ’s own account and risk an undivided interest equal to such L/C Participant's ’s Revolving Credit Percentage in the Issuing Lender's ’s obligations and rights under each Letter of Credit issued hereunder and the amount of each draft paid by the Issuing Lender thereunder. Each L/C Participant unconditionally and irrevocably agrees with the Issuing Lender that, if a draft is paid under any Letter of Credit issued for which the Issuing Lender is not reimbursed in full by the Borrower in accordance with the terms of this Agreement, Agreement such L/C Participant shall pay to the Issuing Lender upon demand at the Issuing Lender's ’s address for notices specified herein an amount equal to such L/C Participant's ’s Revolving 52 Credit Percentage of the amount of such draft, or any part thereof, which that is not so reimbursedreimbursed (whether or not the conditions to borrowing set forth in Section 5.2 are satisfied).

L/C Participations. (a) The Issuing Lender irrevocably agrees to grant and hereby grants to each L/C Participant, and, to induce the Issuing Lender to issue Letters of Credit hereunder, each L/C Participant irrevocably agrees to accept and purchase and hereby accepts and purchases from the Issuing Lender, on the terms and conditions hereinafter stated, for such L/C Participant's own account and risk an undivided interest equal to such L/C Participant's Revolving Credit Percentage in the Issuing Lender's obligations and rights under each Letter of Credit issued hereunder and the amount of each draft paid by the Issuing Lender thereunder. Each L/C Participant unconditionally and irrevocably agrees with the Issuing Lender that, if a draft is paid under any Letter of Credit for which the Issuing Lender is not reimbursed in full by the Borrower in accordance with the terms of this Agreement, such L/C Participant shall pay to the Issuing Lender upon demand at the Issuing Lender's address for notices specified herein an amount equal to such L/C Participant's Revolving 52 Credit Percentage (a calculation of which shall be provided by the Administrative Agent) of the amount of such draft, or any part thereof, which is not so reimbursed.. Any demand by the Issuing Lender may be made through the Administrative Agent. 49 44

L/C Participations. (a) The Issuing Lender irrevocably agrees to grant and hereby grants to each L/C Participant, and, to induce the Issuing Lender to issue Letters the Letter of Credit hereunder, each L/C Participant irrevocably agrees to accept and purchase and hereby accepts and purchases from the Issuing Lender, on the terms and conditions hereinafter stated, for such L/C Participant's own account and risk an undivided interest equal to such L/C Participant's Revolving Credit Percentage in the Issuing Lender's obligations and rights under each the Letter of Credit issued hereunder and the amount of each draft paid by the Issuing Lender thereunder. Each 40 35 L/C Participant unconditionally and irrevocably agrees with the Issuing Lender that, if a draft is paid under any the Letter of Credit for which the Issuing Lender is not reimbursed in full by the Borrower in accordance with the terms of this Agreement, such L/C Participant shall pay to the Issuing Lender upon demand at the Issuing Lender's address for notices specified herein an amount equal to such L/C Participant's Revolving 52 Credit Percentage of the amount of such draft, or any part thereof, which is not so reimbursed.

L/C Participations. (a) The Issuing Lender irrevocably agrees to grant and hereby grants to each L/C Participant, and, to induce the Issuing Lender to issue Letters of Credit hereunder, each L/C Participant irrevocably agrees to accept and purchase and hereby accepts and purchases from the Issuing Lender, on the terms and conditions hereinafter stated, for such L/C Participant's own account and risk an undivided interest equal to such L/C Participant's Revolving Credit Commitment Percentage in the Issuing Lender's obligations and rights under each Letter of Credit issued hereunder and the amount of each draft paid by the Issuing Lender thereunder. Each L/C Participant unconditionally and irrevocably agrees with the Issuing Lender that, if a draft is paid under any Letter of Credit for which the Issuing Lender is not reimbursed in full by the Borrower in accordance with the terms of this Agreement, such L/C Participant shall pay to the Issuing Lender upon demand at the Issuing Lender's address for notices specified herein an amount equal to such L/C Participant's Revolving 52 Credit Facility B Commitment Percentage of the amount of such draft, or any part thereof, which is not so reimbursed.

L/C Participations. (a) The Issuing Lender irrevocably agrees to grant and hereby grants to each L/C Participant, and, to induce the Issuing Lender to issue Letters of Credit hereunder, each L/C Participant irrevocably agrees to accept and purchase and hereby accepts and purchases from the Issuing Lender, on the terms and conditions hereinafter stated, for such L/C Participant's own account and risk an undivided interest equal to such L/C Participant's Revolving Credit Percentage in the Issuing Lender's obligations and rights under each Letter of Credit issued hereunder and the amount of each draft paid by the Issuing Lender thereunder. Each L/C Participant unconditionally and irrevocably agrees with the Issuing Lender that, if a draft is paid under any Letter of Credit for which the Issuing Lender is not reimbursed in full by the Borrower Company in accordance with the terms of this Agreement, such L/C Participant shall pay to the Issuing Lender upon demand at the Issuing Lender's address for notices specified herein an amount equal to such L/C Participant's Revolving 52 Credit Percentage of the amount of such draft, or any part thereof, which that is not so reimbursed.

L/C Participations. (a) The Issuing Lender irrevocably agrees to grant and hereby grants to each L/C Participant, and, to induce the Issuing Lender to issue Letters of Credit hereunder, each L/C Participant irrevocably agrees to accept and purchase and hereby accepts and purchases from the Issuing Lender, on the terms and conditions hereinafter stated, for such L/C Participant's own account and risk an undivided interest equal to such L/C Participant's Revolving Credit Percentage in the Issuing Lender's obligations and rights under each Letter of Credit issued hereunder and the amount of each draft paid by the Issuing Lender thereunder. Each L/C Participant unconditionally and irrevocably agrees with the Issuing Lender that, if a draft is paid under any Letter of Credit for which the Issuing Lender is not reimbursed in full by the Borrower in accordance with 58 the terms of this Agreement, such L/C Participant shall pay to the Issuing Lender upon demand at the Issuing Lender's address for notices specified herein an amount equal to such L/C Participant's Revolving 52 Credit Percentage of the amount of such draft, or any part thereof, which is not so reimbursed.

L/C Participations. (ai) The Issuing Lender irrevocably agrees to grant and hereby grants to each L/C Participant, and, to induce the Issuing Lender to issue Letters of Credit hereunder, each L/C Participant irrevocably agrees to accept and purchase and hereby accepts and purchases from the Issuing Lender, on the terms and conditions hereinafter stated, for such L/C Participant's ’s own account and risk an undivided interest equal to such L/C Participant's Revolving Credit Percentage ’s Pro Rata Share in the Issuing Lender's ’s obligations and rights under and in respect of each Letter of Credit issued hereunder and the amount of each draft paid by the Issuing Lender thereunder. Each L/C Participant unconditionally and irrevocably agrees with the Issuing Lender that, if a draft is paid under any Letter of Credit for which the Issuing Lender is not reimbursed in full by the Borrower through an Advance or otherwise in accordance with the terms of this Agreement, such L/C Participant shall pay to the Issuing Lender upon demand at the Issuing Lender's ’s address for notices specified herein an amount equal to such L/C Participant's Revolving 52 Credit Percentage ’s Pro Rata Share of the amount of such draft, or any part thereof, which is not so reimbursed. Any such reimbursement by the L/C Participants of the Issuing Lender shall be deemed to be an Advance requested by the Borrower pursuant to Section 2.8(e).

L/C Participations. (a) The Each Issuing Lender irrevocably agrees to ------------------ grant and hereby grants to each L/C Participant, and, to induce the each Issuing Lender to issue Letters of Credit hereunder, each L/C Participant irrevocably agrees to accept and purchase and hereby accepts and purchases from the each Issuing Lender, on the terms and conditions hereinafter stated, for such L/C Participant's own account and risk an undivided interest equal to such L/C Participant's Revolving Credit Percentage in the each Issuing Lender's obligations and rights under each Letter of Credit issued hereunder and the amount of each draft paid by the such Issuing Lender thereunder. Each L/C Participant unconditionally and irrevocably agrees with the each Issuing Lender that, if a draft is paid under any Letter of Credit for which the such Issuing Lender is not reimbursed in full by the Borrower in accordance with the terms of this Agreement, such L/C Participant shall pay to the such Issuing Lender upon demand at the such Issuing Lender's address for notices specified herein an amount equal to such L/C Participant's Revolving 52 Credit Percentage of the amount of such draft, or any part thereof, which that is not so reimbursed.

L/C Participations. (a) The Each Issuing Lender irrevocably agrees to grant and hereby grants to each L/C Participant, and, to induce the each Issuing Lender to issue Letters of Credit hereunder, each L/C Participant irrevocably agrees to accept and purchase and hereby accepts and purchases from the each Issuing Lender, on the terms and conditions hereinafter stated, for such L/C Participant's own account and risk an undivided interest equal to such L/C Participant's Revolving Credit Multicurrency Percentage in the each Issuing Lender's obligations and rights under each Letter of Credit issued by such Issuing Lender hereunder and the amount of each draft paid by the such Issuing Lender thereunder. Each L/C Participant unconditionally and irrevocably agrees with the each Issuing Lender that, if a draft is paid under any Letter of Credit issued by such Issuing Lender for which the such Issuing Lender is not reimbursed in full by the relevant Borrower in accordance with the terms of this Agreement, such L/C Participant shall pay to the such Issuing Lender upon demand at the such Issuing Lender's address for notices specified herein an amount equal to such L/C Participant's Revolving 52 Credit Multicurrency Percentage of the amount of such draft, or any part thereof, which that is not so reimbursed.

L/C Participations. (a) The Issuing Lender irrevocably agrees to grant and hereby grants to each L/C Participant, and, to induce the Issuing Lender to issue Letters of Credit hereunder, each L/C Participant irrevocably agrees to accept and purchase and hereby accepts and purchases from the Issuing Lender, on the terms and conditions hereinafter stated, for such L/C Participant's own account and risk an undivided interest equal to such L/C Participant's Revolving Credit Percentage in the Issuing Lender's obligations and rights under each Letter of Credit issued by the Issuing Lender hereunder and the amount of each draft paid by the Issuing Lender thereunder. Each L/C Participant unconditionally and irrevocably agrees with the Issuing Lender that, if a draft is paid under any Letter of Credit issued by the Issuing Lender for which the Issuing Lender is not reimbursed in full by the Borrower in accordance with the terms of this Agreement, such L/C Participant shall pay to the Issuing Lender upon demand at the Issuing Lender's address for notices specified herein an amount equal to such L/C Participant's Revolving 52 Credit Percentage of the amount of such draft, or any part thereof, which is not so reimbursed.

L/C Participations. (a) The Issuing Lender irrevocably agrees to ------------------ grant and hereby grants to each L/C Participant, and, to induce the Issuing Lender to issue Letters of Credit hereunder, each L/C Participant irrevocably agrees to accept and purchase and hereby accepts and purchases from the Issuing Lender, on the terms and conditions hereinafter stated, for such L/C Participant's own account and risk an undivided interest equal to such L/C Participant's Revolving Credit Percentage in the Issuing Lender's obligations and rights under each Letter of Credit issued hereunder and the amount of each draft paid by the Issuing Lender thereunder. Each L/C Participant unconditionally and irrevocably agrees with the Issuing Lender that, if a draft is paid under any Letter of Credit for which the Issuing Lender is not reimbursed in full by the Borrower Account Party in accordance with the terms of this Agreement, such L/C Participant shall pay to the Issuing Lender upon demand at the Issuing Lender's address for notices specified herein an amount equal to such L/C Participant's Revolving 52 Credit Percentage of the amount of such draft, or any part thereof, which is not so reimbursed.

L/C Participations. (a) The Issuing Lender irrevocably agrees to grant and hereby grants to each L/C Participant, and, and to induce the Issuing Lender to issue Letters of Credit hereunder, each L/C Participant irrevocably agrees to accept and purchase and hereby accepts and purchases from the Issuing Lender, on the terms and conditions hereinafter stated, for such L/C Participant's own account and risk an undivided interest equal to such L/C Participant's Revolving Credit Percentage in the Issuing Lender's obligations and rights under each Letter of Credit issued hereunder and the amount of each draft paid by the Issuing Lender thereunder. Each L/C Participant unconditionally and irrevocably agrees with the Issuing Lender that, if a draft is paid under any Letter of Credit for which the Issuing Lender is not reimbursed in full by the Borrower in accordance with the terms of this Agreement, such L/C Participant shall pay to the Issuing Lender upon demand at the Issuing Lender's address for notices specified herein an amount equal to such L/C Participant's Revolving 52 Credit Percentage of the amount of such draft, or any part thereof, which that is not so reimbursed.

L/C Participations. (a) The Issuing Lender irrevocably agrees to grant and hereby grants to each L/C Participant, and, to induce the Issuing Lender to issue Letters of Credit hereunder, each L/C Participant irrevocably agrees to accept and purchase and hereby accepts and purchases from the Issuing Lender, on the terms and conditions hereinafter stated, for such L/C Participant's ’s own account and risk an undivided interest equal to such L/C Participant's ’s Revolving Credit Percentage in the Issuing Lender's ’s obligations and rights under each Letter of Credit issued hereunder and the amount of each draft paid by the Issuing Lender thereunder. Each L/C Participant unconditionally and irrevocably agrees with the Issuing Lender that, if a draft is paid under any Letter of Credit for which the Issuing Lender is not reimbursed in full by the Borrower in accordance with the terms of this Agreement, such L/C Participant shall pay to the Issuing Lender upon demand at the Issuing Lender's ’s address for notices specified herein an amount equal to such L/C Participant's ’s Revolving 52 Credit Percentage of the amount of such draft, or any part thereof, which is not so reimbursed.

L/C Participations. (a) The Issuing Lender irrevocably agrees to grant and hereby grants to each L/C Participant, and, to induce the Issuing Lender to issue Letters of Credit hereunder, each L/C Participant irrevocably agrees to accept and purchase and hereby accepts and purchases from the Issuing Lender, on the terms and conditions hereinafter stated, for such L/C Participant's own account and risk an undivided interest equal to such L/C Participant's Revolving Credit Percentage in the Issuing Lender's obligations and rights under each Letter of Credit issued hereunder and the amount of each draft paid by the Issuing Lender thereunder. Each L/C Participant unconditionally and irrevocably agrees with the Issuing Lender that, if a draft is paid under any Letter of Credit for which the Issuing Lender is not reimbursed in full by the Borrower in accordance with 58 53 the terms of this Agreement, such L/C Participant shall pay to the Issuing Lender upon demand at the Issuing Lender's address for notices specified herein an amount equal to such L/C Participant's Revolving 52 Credit Percentage of the amount of such draft, or any part thereof, which is not so reimbursed.

L/C Participations. (a) The Each Issuing Lender irrevocably agrees to grant and hereby grants to each L/C Participant, and, to induce the each Issuing Lender to issue Letters of Credit hereunder, each L/C Participant irrevocably agrees to accept and purchase and hereby accepts and purchases from the each Issuing Lender, on the terms and conditions hereinafter stated, for such L/C Participant's ’s own account and risk an undivided interest equal to such L/C Participant's ’s Revolving Credit Percentage in the each Issuing Lender's ’s obligations and rights under each Letter of Credit issued hereunder and the amount of each draft paid by the such Issuing Lender thereunder. Each L/C Participant unconditionally and irrevocably agrees with the each Issuing Lender that, if a draft is paid under any Letter of Credit for which the such Issuing Lender is not reimbursed in full by the Borrower in accordance with the terms of this Agreement, such L/C Participant shall pay to the such Issuing Lender upon demand at the such Issuing Lender's ’s address for notices specified herein an amount equal to such L/C Participant's ’s Revolving 52 Credit Percentage of the amount of such draft, or any part thereof, which that is not so reimbursed.

L/C Participations. (a) The Issuing Lender irrevocably agrees to grant and hereby grants to each L/C Participant, and, to induce the Issuing Lender to issue Letters of Credit hereunder, each L/C Participant irrevocably agrees to accept and purchase and hereby accepts and purchases from the Issuing Lender, on the terms and conditions hereinafter stated, for such L/C Participant's own account and risk an undivided interest equal to such L/C Participant's Revolving Credit Commitment Percentage in the Issuing Lender's obligations and rights under in respect of each Letter of Credit issued hereunder and the amount of each draft or other demand for payment paid by the Issuing Lender thereunder. Each L/C Participant unconditionally and irrevocably agrees with the Issuing Lender that, if the Issuing Lender notifies it that a draft is or other demand for payment has been paid under any Letter of Credit for which the Issuing Lender is has not been reimbursed in full by the Borrower in accordance with the terms of this Agreement, such L/C Participant shall pay to the Issuing Lender upon demand at the Issuing Lender's address for notices specified herein an amount equal to such L/C Participant's Revolving 52 Credit Commitment Percentage of the amount of such draftdraft or other demand for payment, or any part thereof, which is not so reimbursed.