Common use of Risk Participations, Drawings and Reimbursements Clause in Contracts

Risk Participations, Drawings and Reimbursements. Immediately upon the Issuance of each Letter of Credit, each Lender shall be deemed to, and hereby irrevocably and unconditionally agrees to, purchase from the Issuing Bank a participation in such Letter of Credit and each drawing thereunder in an amount equal to the product of (A) such Lender's percentage of the aggregate Revolving Credit Limit, times (B) the maximum amount available to be drawn under such Letter of Credit and the amount of such drawing, respectively. For purposes of this Section 2.14, each Issuance of a Letter of Credit shall be deemed to utilize each Lender's portion of the Revolving Credit Limit by an amount equal to the amount of such participation. In the event of any request for a drawing under a Letter of Credit by the beneficiary or transferee thereof, the Issuing Bank will promptly notify Borrower. Borrower shall reimburse the Issuing Bank prior to 12:00 noon (New York time), on each date that any amount is paid by the Issuing Bank under any Letter of Credit (each such date, an "Honor Date"), in an amount equal to the amount so paid by the Issuing Bank. In the event Borrower fails to reimburse the Issuing Bank for the full amount of any drawing under any Letter of Credit by 12:00 noon (New York time) on the Honor Date, the Issuing Bank will promptly notify the Agent and the Agent will promptly notify each Lender thereof, and Borrower shall be deemed to have requested that Advances that are Domestic Rate Loans be made by the Lenders to be disbursed on the Honor Date under such Letter of Credit, subject to the amount of the unutilized portion of the Revolving Credit Limit and subject to the conditions set forth in Section 8.1 at Closing and Section 8.2 for each Advance. Any notice given by the Issuing Bank or the Agent pursuant to this Section 2.14(d)(ii) may be oral if immediately confirmed in writing (including by facsimile); provided that the lack of such an immediate confirmation shall not affect the conclusiveness or binding effect of such notice. Each Lender shall upon any notice pursuant to Section 2.14(d)(ii) make available to the Agent for the account of the relevant Issuing Bank an amount in Dollars and in immediately available funds equal to its Commitment Percentage of the amount of the drawing, whereupon the participating Lenders shall (subject to Section 2.14(d)(iv)) each be deemed to have made an Advance consisting of a Domestic Rate Loan to Borrower in that amount. If any Lender so notified fails to make available to the Agent for the account of the Issuing Bank the amount equal to the product of such Lender's percentage of the Revolving Credit Limit multiplied by the amount of the drawing by no later than 5:00 p.m. (New York time) on the Honor Date, then interest shall accrue on such Lender's obligation to make such payment, from the Honor Date to the date such Lender makes such payment, at the Federal Funds Rate in effect from time to time during such period. The Agent will promptly give notice of the occurrence of the Honor Date, but failure of the Agent to give any such notice on the Honor Date or in sufficient time to enable any Lender to effect such payment on such date shall not relieve such Lender from its obligations under this Section 2.14(d) (except, to the extent applicable, such Lender's obligation to pay interest pursuant to the preceding sentence). With respect to any unreimbursed drawing that is not converted into Advances consisting of Domestic Rate Loans to Borrower in whole or in part, because of Borrower's failure to satisfy the conditions set forth in Section 8.2 or for any other reason (other than the wrongful failure of Agent or a Lender to convert such drawing into an Advance), Borrower shall be deemed to have incurred from the Issuing Bank an L/C Borrowing in the amount of such drawing, which L/C Borrowing shall be due and payable on demand (together with interest) and shall bear interest at a rate per annum equal to the highest Default Rate, and each Lender's payment to the Issuing Bank pursuant to Section 2.14(d)(iii) shall be deemed payment in respect of its participation in such L/C Borrowing and shall constitute an L/C Advance from such Lender in satisfaction of its participation obligation under this Section 2.14(d). Each Lender's obligation in accordance with this Agreement to make the Advances or L/C Advances, as contemplated by this Section 2.14(d), as a result of a drawing under a Letter of Credit, shall be absolute and unconditional and without recourse to the Issuing Bank and shall not be affected by any circumstance, including (i) any set-off, counterclaim, recoupment, defense or other right that such Lender may have against the Issuing Bank, Borrower or any other Person for any reason whatsoever; (ii) the occurrence or continuance of a Default, an Event of Default or a Material Adverse Effect; or (iii) any other circumstance, happening or event whatsoever, whether or not similar to any of the foregoing; provided, however, that each Lender's obligation to make Advances under this Section 2.14(d) is subject to the conditions set forth in Section 8.2.

Risk Participations, Drawings and Reimbursements. (a) Immediately upon the Issuance of each Letter of CreditCredit in addition to those described in subsection 3.3(a), each Lender Bank shall be deemed to, and hereby irrevocably and unconditionally agrees to, purchase from the Issuing Bank a participation in such Letter of Credit and each drawing thereunder in an amount equal to the product of (Ai) the Pro Rata Share of such Lender's percentage of the aggregate Revolving Credit LimitBank, times (Bii) the maximum amount available to be drawn under such Letter of Credit and the amount of such drawing, respectively. For purposes of this Section 2.14subsection 2.1(a), each Issuance of a Letter of Credit shall be deemed to utilize the Standby L/C Commitment or Commercial L/C Commitment, as applicable, of each Lender's portion of the Revolving Credit Limit Bank by an amount equal to the amount of such participation. (b) In the event of any request for a drawing under a Letter of Credit by the beneficiary or transferee thereof, the Issuing Bank will promptly notify Borrowerthe Company. Borrower shall reimburse In the Issuing Bank prior to 12:00 noon (New York time)case of Commercial Letters of Credit, on each such notice will be provided at least one Business Day before the date that any amount is paid by the Issuing Bank under any Letter of Credit (each such date, an "Honor Date"); in the case of Standby Letters of Credit, the Issuing Bank will endeavor to notify the Company at least one Business Day before the Honor Date but its failure to provide such notice shall neither give rise to liability against it nor be any defense to the reimbursement obligations of the Company as described in the next sentence. The Company shall reimburse the Issuing Bank prior to 10:00 a.m. (San Francisco time) on each Honor Date in an amount equal to the amount so paid by the Issuing Bank. In the event Borrower the Company fails to reimburse the Issuing Bank for the full amount of any drawing under any Letter of Credit by 12:00 noon 10:00 a.m. (New York San Francisco time) on the Honor Date, the Issuing Bank will promptly notify the Agent and the Agent will promptly notify each Lender Bank thereof, and Borrower the Company shall be deemed to have requested that Advances that are Domestic Base Rate Loans be made by the Lenders Banks to be disbursed on the Honor Date under such Letter of Credit, subject to the amount of the unutilized portion of the Facility A Revolving Credit Limit Commitment and subject to the conditions set forth in Section 8.1 at Closing and Section 8.2 for each Advance5.3. Any notice given by the Issuing Bank or the Agent pursuant to this Section 2.14(d)(iisubsection 3.3(b) may be oral if immediately confirmed in writing (including by facsimile); provided that the lack of such an immediate confirmation shall not affect the conclusiveness or binding effect of such notice. (c) Each Lender Bank shall upon any notice pursuant to Section 2.14(d)(iisubsection 3.3(b) make available to the Agent for the account of the relevant Issuing Bank an amount in Dollars and in immediately available funds equal to its Commitment Percentage Pro Rata Share of the amount of the drawing, whereupon the participating Lenders Banks shall (subject to Section 2.14(d)(ivsubsection 3.3(e)) each be deemed to have made an Advance a Facility A Revolving Loan consisting of a Domestic Base Rate Loan to Borrower the Company in that amount. If any Lender Bank so notified fails to make available to the Agent for the account of the Issuing Bank the amount equal to the product of such LenderBank's percentage Pro Rata Share of the Revolving Credit Limit multiplied by the amount of the drawing by no later than 5:00 p.m. 12:00 noon (New York San Francisco time) on the Honor Date, then interest shall accrue on such LenderBank's obligation to make such payment, from the Honor Date to the date such Lender Bank makes such payment, at a rate per annum equal to the Federal Funds Rate in effect from time to time during such period. The Agent will promptly give notice of the occurrence of the Honor Date, but failure of the Agent to give any such notice on the Honor Date or in sufficient time to enable any Lender Bank to effect such payment on such date shall not relieve such Lender Bank from its obligations under this Section 2.14(d3.3. (d) (except, to the extent applicable, such Lender's obligation to pay interest pursuant to the preceding sentence). With respect to any unreimbursed drawing that is not converted into Advances Facility A Revolving Loans consisting of Domestic Base Rate Loans to Borrower the Company in whole or in part, because of Borrowerthe Company's failure to satisfy the conditions set forth in Section 8.2 5.3 or for any other reason (other than reason, the wrongful failure of Agent or a Lender to convert such drawing into an Advance), Borrower Company shall be deemed to have incurred from the Issuing Bank an L/C Borrowing in the amount of such drawing, which L/C Borrowing shall be due and payable on demand (together with interest) and shall bear interest at a rate per annum equal to the highest Default RateBase Rate plus 2% per annum, and each LenderBank's payment to the Issuing Bank pursuant to Section 2.14(d)(iiithis subsection 3.3(d) shall be deemed payment in respect of its participation in such L/C Borrowing and shall constitute an L/C Advance from such Lender Bank in satisfaction of its participation obligation under this Section 2.14(d)3.3. (e) Each LenderBank's obligation in accordance with this Agreement to make the Advances Facility A Revolving Loans or L/C Advances, as contemplated by this Section 2.14(d)3.3, as a result of a drawing under a Letter of Credit, shall be absolute and unconditional and without recourse to the Issuing Bank and shall not be affected by any circumstance, including (i) any set-off, counterclaim, recoupment, defense or other right that which such Lender Bank may have against the Issuing Bank, Borrower the Company or any other Person for any reason whatsoever; (ii) the occurrence or continuance of a Default, an Event of Default or a Material Adverse Effect; or (iii) any other circumstance, happening or event whatsoever, whether or not similar to any of the foregoing; provided, however, that each LenderBank's obligation to make Advances Facility A Revolving Loans under this Section 2.14(d) 3.3 is subject to the conditions set forth in Section 8.2.5.3. 3.4

Risk Participations, Drawings and Reimbursements. Immediately upon the Issuance of each Letter of Credit, each Lender shall be deemed to, and hereby irrevocably and unconditionally agrees to, purchase from the Issuing Bank a participation in such Letter of Credit and each drawing thereunder in an amount equal to the product of (Aa) such Lender's percentage of the aggregate Revolving Credit Limit, times (B) the maximum amount available to be drawn under such Letter of Credit and the amount of such drawing, respectively. For purposes of this Section 2.14, each Issuance of a Letter of Credit shall be deemed to utilize each Lender's portion of the Revolving Credit Limit by an amount equal to the amount of such participation. In the event of any request for a drawing under a Letter of Credit by the beneficiary or transferee thereof, the Issuing Bank Lender will promptly notify Borrowerthe Company and the Administrative Agent. Borrower The Company shall reimburse the Issuing Bank prior to 12:00 noon (New York time), Lender not later than 3:00 p.m. on each date that any amount is paid by the Issuing Bank Lender under any Letter of Credit to the extent it has received notice that such payment is to be made by 1:00 p.m. on such date or, in the event such notice is received after 1:00 p.m. on such date, by no later than 12:00 p.m. on the next succeeding Business Day, (each such date, an "Honor DateHONOR DATE"), ) in an amount equal to the amount so paid by the Issuing BankLender. In If the event Borrower Company fails to reimburse the Issuing Bank Lender for the full amount of any drawing under any Letter of Credit by 12:00 noon (New York time) the relevant time on the Honor Date, the Issuing Bank will promptly notify the Agent and the Administrative Agent will promptly notify each Revolving Credit Lender thereofof the relevant Honor Date, the amount of the unreimbursed drawing, and Borrower the amounts of such Lender's Revolving Credit Percentage thereof. In such event, the Company shall be deemed to have requested that Advances that are Domestic Base Rate Loans be made by the Revolving Credit Lenders to be disbursed on the relevant Honor Date in an amount equal to the unreimbursed amount under such Letter of Credit, without regard to the minimum and multiples specified in Section 2.3 for the principal amount of Base Rate Loans, but subject to the amount of the unutilized portion of the Revolving Credit Limit Commitments and subject to the conditions set forth in Section 8.1 at Closing and 5.3 other than Section 8.2 for each Advance5.3(c). Any notice given by the Issuing Bank Lender or the Administrative Agent pursuant to this Section 2.14(d)(ii3.3(a) may be oral if immediately confirmed in writing (including by facsimile); provided that the lack of such an immediate confirmation shall not affect the conclusiveness or binding effect of such notice. Each Lender shall upon any notice pursuant to Section 2.14(d)(ii) make available to the Agent for the account of the relevant Issuing Bank an amount in Dollars and in immediately available funds equal to its Commitment Percentage of the amount of the drawing, whereupon the participating Lenders shall (subject to Section 2.14(d)(iv)) each be deemed to have made an Advance consisting of a Domestic Rate Loan to Borrower in that amount. If any Lender so notified fails to make available to the Agent for the account of the Issuing Bank the amount equal to the product of such Lender's percentage of the Revolving Credit Limit multiplied by the amount of the drawing by no later than 5:00 p.m. (New York time) on the Honor Date, then interest shall accrue on such Lender's obligation to make such payment, from the Honor Date to the date such Lender makes such payment, at the Federal Funds Rate in effect from time to time during such period. The Agent will promptly give notice of the occurrence of the Honor Date, but failure of the Agent to give any such notice on the Honor Date or in sufficient time to enable any Lender to effect such payment on such date shall not relieve such Lender from its obligations under this Section 2.14(d) (except, to the extent applicable, such Lender's obligation to pay interest pursuant to the preceding sentence). With respect to any unreimbursed drawing that is not converted into Advances consisting of Domestic Rate Loans to Borrower in whole or in part, because of Borrower's failure to satisfy the conditions set forth in Section 8.2 or for any other reason (other than the wrongful failure of Agent or a Lender to convert such drawing into an Advance), Borrower shall be deemed to have incurred from the Issuing Bank an L/C Borrowing in the amount of such drawing, which L/C Borrowing shall be due and payable on demand (together with interest) and shall bear interest at a rate per annum equal to the highest Default Rate, and each Lender's payment to the Issuing Bank pursuant to Section 2.14(d)(iii) shall be deemed payment in respect of its participation in such L/C Borrowing and shall constitute an L/C Advance from such Lender in satisfaction of its participation obligation under this Section 2.14(d). Each Lender's obligation in accordance with this Agreement to make the Advances or L/C Advances, as contemplated by this Section 2.14(d), as a result of a drawing under a Letter of Credit, shall be absolute and unconditional and without recourse to the Issuing Bank and shall not be affected by any circumstance, including (i) any set-off, counterclaim, recoupment, defense or other right that such Lender may have against the Issuing Bank, Borrower or any other Person for any reason whatsoever; (ii) the occurrence or continuance of a Default, an Event of Default or a Material Adverse Effect; or (iii) any other circumstance, happening or event whatsoever, whether or not similar to any of the foregoing; provided, however, that each Lender's obligation to make Advances under this Section 2.14(d) is subject to the conditions set forth in Section 8.2.

Risk Participations, Drawings and Reimbursements. (a) Immediately upon the Issuance of each Letter of Credit, each Lender shall be deemed to, and hereby irrevocably and unconditionally agrees to, purchase from the Issuing Bank LC Issuer a participation in such Letter of Credit and each drawing thereunder in an amount equal to the product of (Ai) such Lender's percentage of the aggregate Revolving Credit Limit, Pro Rata share times (Bii) the maximum amount available to be drawn under such Letter of Credit and the amount of such drawing, respectively. For purposes of this Section 2.14, each Issuance of a Letter of Credit shall be deemed to utilize each Lender's portion of the Revolving Credit Limit by an amount equal to the amount of such participation. 28 37 (b) In the event of any request for a drawing under a Letter of Credit by the beneficiary or transferee thereof, the Issuing Bank LC Issuer will promptly notify Borrowerthe Borrower and the Administrative Agent. The Borrower shall reimburse the Issuing Bank LC Issuer prior to 12:00 noon (New York Los Angeles time), (i) on each date that on which any amount is paid by the Issuing Bank LC Issuer under any applicable Letter of Credit (each such date, an "Honor Date"), in Dollars in the Dollar Equivalent of an amount equal to the amount so paid by the Issuing BankLC Issuer, if the Administrative Agent notifies the Borrower on or prior to the Business Day preceding the Honor Date that the payment under such Letter of Credit will be made on the Honor Date and (ii) on the Business Day following the Honor Date, in Dollars in the Dollar Equivalent of an amount equal to the amount so paid by the LC Issuer, plus interest thereon at the Base Rate (plus Applicable Margin for the Base Rate Option) from and including the Honor Date to but excluding the date of such reimbursement, if the Administrative Agent notifies the Borrower on the Honor Date that the payment under such Letter of Credit is required on the Honor Date. In If the event Borrower fails to reimburse the Issuing Bank LC Issuer for the full amount of any drawing under any Letter of Credit by 12:00 noon (New York Los Angeles time) on the Honor DateBusiness Day on which such reimbursement is required as set forth above, the Issuing Bank LC Issuer will promptly notify the Administrative Agent and the Administrative Agent will promptly notify each Lender and the Borrower thereof, and the Borrower shall be deemed to have requested that Advances that are Domestic Revolving Credit Loans bearing interest at the Base Rate Loans (plus the Applicable Margin for Base Rate Option) in the principal amount equal to the Dollar Equivalent of such drawing be made by the Lenders to be disbursed on the Honor Date under such Letter of CreditBusiness Day, subject to the amount of the unutilized portion of the Revolving Credit Limit Commitments and subject to the conditions set forth in Section 8.1 at Closing and Section 8.2 for each Advance4.02 (other than clause (a) thereof). Any notice given by the Issuing Bank LC Issuer or the Administrative Agent pursuant to this Section 2.14(d)(ii2.06.03(b) may be oral if immediately promptly confirmed in writing (including by facsimile); provided that the lack of such an immediate prompt confirmation shall not affect the conclusiveness or binding effect of such notice. (c) Each Lender shall upon any notice pursuant to Section 2.14(d)(ii2.06.03(b) make available to the Administrative Agent for the account of the relevant Issuing Bank LC Issuer an amount in Dollars and in immediately available funds equal to its Commitment Percentage Pro Rata share of the Dollar Equivalent of the amount of the drawingdrawing with respect to a Letter of Credit, whereupon the participating Lenders shall (subject to Section 2.14(d)(iv2.06.03(d)) each be deemed to have made an Advance consisting of a Domestic Revolving Credit Loan bearing interest at the Base Rate Loan (plus the Applicable Margin for Base Rate Option) to the Borrower in that such amount. If any Lender so notified fails to make available to the Administrative Agent for the account of the Issuing Bank LC Issuer the amount equal to the product of such Lender's percentage Pro Rata share of the Revolving Credit Limit multiplied by the amount of the such drawing by no later than 5:00 3:00 p.m. (New York Los Angeles time) on the Honor DateBusiness Day on which it received such notice pursuant to Section 2.06.03(b), then interest shall accrue on such Lender's obligation to make such payment, from the Honor Date such Business Day to the date such Lender makes such payment, at a rate per annum equal to the Federal Funds Effective Rate in effect from time to time during such period. The Administrative Agent will promptly give notice of the occurrence of the Honor Date, but failure of the Administrative Agent to give any such notice on the Honor Date or in sufficient time to enable any Lender to effect such payment on such date shall not relieve such Lender from its obligations under this Section 2.14(d2.06.03. (d) (except, to the extent applicable, such Lender's obligation to pay interest pursuant to the preceding sentence). With respect to any unreimbursed drawing that is not converted into Advances consisting of Domestic Revolving Credit Loans bearing interest at the Base Rate Loans to Borrower (plus the Applicable Margin for Base Rate Option) in whole or in part, because of the Borrower's failure to satisfy the conditions set forth in Section 8.2 4.02 (other than clause (a) thereof) or for any other reason (other than reason, the wrongful failure of Agent or a Lender to convert such drawing into an Advance), Borrower shall be deemed to have incurred from the Issuing Bank an L/C LC Issuer a Letter of Credit Borrowing in Dollars in the Dollar Equivalent of the amount of such drawing, which L/C Letter of Credit Borrowing shall be due and payable on demand (together with interest) and shall bear interest at a rate per annum equal to the highest Default RateBase Rate plus the Applicable Margin for Base Rate Option (and after notice from the LC Issuer) plus 2% per annum, and each Lender's payment to the Issuing Bank LC Issuer pursuant to Section 2.14(d)(iii2.06.03(c) with respect to a Letter of Credit shall be deemed payment in respect of its participation in such L/C Letter of Credit Borrowing and shall constitute an L/C a Letter of Credit Advance from such Lender in satisfaction of its participation obligation under this Section 2.14(d)2.06.03. (e) Each Lender's obligation in accordance with this Agreement to make the Advances Revolving Credit Loans or L/C Letter of Credit Advances, as contemplated by this Section 2.14(d)2.06.03, as a result of a drawing under a Letter of Credit, shall be absolute and unconditional and without recourse to the Issuing Bank LC Issuer and shall not be affected by any circumstance, including (i) any set-off, counterclaim, recoupment, defense or other right that which such 29 38 Lender may have against the Issuing BankLC Issuer, the Borrower or any other Person for any reason whatsoever; , (ii) the occurrence or continuance of a Potential Default, an Event of Default or a Material Adverse Effect; Effect or (iii) any other circumstance, happening or event whatsoever, whether or not similar to any of the foregoing; provided, however, provided that each Lender's obligation to make Advances Revolving Credit Loans with respect to Letters of Credit under this Section 2.14(d) 2.06.03 is subject to the conditions set forth in Section 8.24.02 (other than clause (a) thereof). Section 2.06.04.

Risk Participations, Drawings and Reimbursements. Immediately upon the Issuance of each Letter of CreditCredit on or after the Effective Date, each Lender shall be deemed to, and hereby irrevocably and unconditionally agrees to, purchase from the applicable Issuing Bank Lender a participation in such Letter of Credit and each drawing thereunder in an amount equal to the product of (Ai) such Lender's percentage of the aggregate Revolving Credit Limit, Pro Rata Share times (Bii) the maximum amount available to be drawn under such Letter of Credit and the amount of such drawing, respectively. For purposes of this Section 2.142.1, each Issuance of a Letter of Credit shall be deemed to utilize the Commitment of each Lender's portion of the Revolving Credit Limit Lender by an amount equal to the amount of such participation. In the event of any request for a drawing under a Letter of Credit by the beneficiary or transferee thereof, the applicable Issuing Bank Lender will promptly notify Borrowerthe Company and the Administrative Agent. Borrower The Company shall (subject, if applicable, to its right to obtain Base Rate Loans as provided below) reimburse the applicable Issuing Bank Lender prior to 12:00 noon (New York time), 11:00 a.m. Charlotte time on each date that any amount is paid by the such Issuing Bank Lender under any Letter of Credit (each such date, an "Honor Date"), ) in an amount equal to the amount so paid by such Issuing Lender; provided that, to the extent that any Issuing BankLender accepts a drawing under a Letter of Credit after 11:00 a.m. Charlotte time, the Company will not be obligated to reimburse such Issuing Lender until the next Business Day and the "Honor Date" for such Letter of Credit shall be such next Business Day. In If the event Borrower Company fails to reimburse the an Issuing Bank Lender for the full amount of any drawing under any Letter of Credit by 12:00 noon (New York time) 11:00 a.m. Charlotte time on the Honor Date, the such Issuing Bank Lender will promptly notify the Administrative Agent and the Administrative Agent will promptly notify each Lender thereofthereof (no later than 12:00 noon Charlotte time on such Honor Date), and Borrower the Company shall be deemed to have requested that Advances that are Domestic Base Rate Loans be made by the Lenders to be disbursed on the Honor Date under such Letter of Credit, subject to the amount of the unutilized portion of the Revolving Credit Limit combined Commitments and subject to the conditions set forth in Section 8.1 at Closing and 5.2 other than Section 8.2 for each Advance5.2(a). Any notice given by the an Issuing Bank Lender or the Administrative Agent pursuant to this Section 2.14(d)(iisubsection 3.3(b) may be oral if immediately confirmed in writing (including by facsimile); provided that the lack of such an immediate confirmation shall not affect the conclusiveness or binding effect of such notice. Each Lender shall upon any notice pursuant to Section 2.14(d)(ii) make available to the Agent for the account of the relevant Issuing Bank an amount in Dollars and in immediately available funds equal to its Commitment Percentage of the amount of the drawing, whereupon the participating Lenders shall (subject to Section 2.14(d)(iv)) each be deemed to have made an Advance consisting of a Domestic Rate Loan to Borrower in that amount. If any Lender so notified fails to make available to the Agent for the account of the Issuing Bank the amount equal to the product of such Lender's percentage of the Revolving Credit Limit multiplied by the amount of the drawing by no later than 5:00 p.m. (New York time) on the Honor Date, then interest shall accrue on such Lender's obligation to make such payment, from the Honor Date to the date such Lender makes such payment, at the Federal Funds Rate in effect from time to time during such period. The Agent will promptly give notice of the occurrence of the Honor Date, but failure of the Agent to give any such notice on the Honor Date or in sufficient time to enable any Lender to effect such payment on such date shall not relieve such Lender from its obligations under this Section 2.14(d) (except, to the extent applicable, such Lender's obligation to pay interest pursuant to the preceding sentence). With respect to any unreimbursed drawing that is not converted into Advances consisting of Domestic Rate Loans to Borrower in whole or in part, because of Borrower's failure to satisfy the conditions set forth in Section 8.2 or for any other reason (other than the wrongful failure of Agent or a Lender to convert such drawing into an Advance), Borrower shall be deemed to have incurred from the Issuing Bank an L/C Borrowing in the amount of such drawing, which L/C Borrowing shall be due and payable on demand (together with interest) and shall bear interest at a rate per annum equal to the highest Default Rate, and each Lender's payment to the Issuing Bank pursuant to Section 2.14(d)(iii) shall be deemed payment in respect of its participation in such L/C Borrowing and shall constitute an L/C Advance from such Lender in satisfaction of its participation obligation under this Section 2.14(d). Each Lender's obligation in accordance with this Agreement to make the Advances or L/C Advances, as contemplated by this Section 2.14(d), as a result of a drawing under a Letter of Credit, shall be absolute and unconditional and without recourse to the Issuing Bank and shall not be affected by any circumstance, including (i) any set-off, counterclaim, recoupment, defense or other right that such Lender may have against the Issuing Bank, Borrower or any other Person for any reason whatsoever; (ii) the occurrence or continuance of a Default, an Event of Default or a Material Adverse Effect; or (iii) any other circumstance, happening or event whatsoever, whether or not similar to any of the foregoing; provided, however, that each Lender's obligation to make Advances under this Section 2.14(d) is subject to the conditions set forth in Section 8.2.