Common use of Administration; Reimbursement by Lenders Clause in Contracts

Administration; Reimbursement by Lenders. Upon receipt from the beneficiary of any Facility LC of any demand for payment under such Facility LC, the applicable LC Issuer shall notify the Administrative Agent and the Administrative Agent shall promptly notify the Borrower and each other Lender as to the amount to be paid by such LC Issuer as a result of such demand and the proposed payment date (the “LC Payment Date”). The responsibility of each LC Issuer to the Borrower and each Lender shall be only to determine that the documents (including each demand for payment) delivered under each Facility LC in connection with such presentment shall be in conformity in all material respects with such Facility LC. Each LC Issuer shall endeavor to exercise the same care in the issuance and administration of the Facility LCs as it does with respect to letters of credit in which no participations are granted, it being understood that in the absence of any gross negligence or willful misconduct by such LC Issuer, each Lender shall be unconditionally and irrevocably liable without regard to the occurrence of any Event of Default or any condition precedent whatsoever, to reimburse such LC Issuer on demand for (i) such Lender’s Pro Rata Share of the amount of each payment made by such LC Issuer under each Facility LC to the extent such amount is not reimbursed by the Borrower pursuant to Section 2.19(f) below and there are not funds available in the Facility LC Collateral Account to cover the same, plus (ii) interest on the foregoing amount to be reimbursed by such Lender, for each day from the date of such LC Issuer’s demand for such reimbursement (or, if such demand is made after 9:00 a.m. (Pacific time) on such date, from the next succeeding Business Day) to the date on which such Lender pays the amount to be reimbursed by it, at a rate of interest per annum equal to the Federal Funds Effective Rate for the first three (3) days and, thereafter, at a rate of interest equal to the rate applicable to Base Rate Advances.

Administration; Reimbursement by Lenders. Upon receipt from the beneficiary of any Facility LC Letter of Credit of any demand for payment under such Facility LCLetter of Credit, the applicable LC Issuer shall notify the Administrative Agent and the Administrative Agent shall promptly notify the Borrower and each other Lender as to of the amount to be paid by such LC Issuer as a result of such demand and the proposed payment date (the “LC Letter of Credit Payment Date”). The responsibility of each LC any Issuer to the Borrower and each Lender shall be only to determine that the documents (including each demand for payment) delivered under each Facility LC Letter of Credit issued by such Issuer in connection with such presentment shall be a demand for payment are in conformity in all material respects with such Facility LCLetter of Credit. Each LC Issuer shall endeavor to exercise the same care in the its issuance and administration of the Facility LCs Letters of Credit as it does with respect to letters of credit in which no participations are granted, it being understood that in the absence of any gross negligence or willful misconduct by such LC Issuer, each Lender shall be unconditionally and irrevocably liable obligated, without regard to the occurrence of any Event of Default or any condition precedent whatsoever, to reimburse such LC Issuer on demand for (ia) such Lender’s Pro Rata Share pro rata share of the amount of each payment made by such LC Issuer under each Facility LC Letter of Credit to the extent such amount is not reimbursed by the Borrower pursuant to Section 2.19(f2.17(f) below and there are not funds available in the Facility LC Collateral Account to cover the samebelow, plus (iib) interest on the foregoing amount to be reimbursed by such Lenderamount, for each day from the date of the applicable payment by such LC Issuer’s demand for such reimbursement (or, if such demand is made after 9:00 a.m. (Pacific time) on such date, from the next succeeding Business Day) Issuer to the date on which such Lender pays the amount to be Issuer is reimbursed by itsuch Lender for its pro rata share thereof, at a rate of interest per annum equal to the Federal Funds Effective Rate or, beginning on third Business Day after demand for the first three (3) days andsuch amount by such Issuer, thereafter, at a rate of interest equal to the rate applicable to Base Floating Rate Advances.

Administration; Reimbursement by Lenders. Upon receipt from the beneficiary of any Facility LC of any demand for payment under such Facility LC, the applicable LC Issuer shall notify the Administrative Agent and the Administrative Agent shall promptly notify the Borrower Representative and each other Lender as to the amount to be paid by such the LC Issuer as a result of such demand and the proposed payment date (the “LC Payment Date”). The responsibility of each the LC Issuer to the Borrower Representative, the Borrower and each Lender shall be only to determine that the documents (including each demand for payment) delivered under each Facility LC in connection with such presentment shall be in conformity in all material respects with such Facility LC. Each The LC Issuer shall endeavor to exercise the same care in the issuance and administration of the Facility LCs as it does with respect to letters of credit in which no participations are granted, it being understood that in the absence of any gross negligence or willful misconduct by such the LC Issuer, each Lender shall be unconditionally and irrevocably liable without regard to the occurrence of any Event of Default or any condition precedent whatsoever, to reimburse such the LC Issuer on demand for (i) such Lender’s Pro Rata Share of the amount of each payment made by such the LC Issuer under each Facility LC to the extent such amount is not reimbursed by the Borrower pursuant to Section 2.19(f2.1.2(e) below and there are not funds available in the Facility LC Collateral Account to cover the samebelow, plus (ii) interest on the foregoing amount to be reimbursed by such Lender, for each day from the date of such the LC Issuer’s demand for such reimbursement (or, if such demand is made after 9:00 11:00 a.m. (Pacific Chicago time) on such date, from the next succeeding Business Day) to the date on which such Lender pays the amount to be reimbursed by it, at a rate of interest per annum equal to the Federal Funds Effective Rate for the first three (3) days and, thereafter, at a rate of interest equal to the rate applicable to Base Floating Rate Advances.

Administration; Reimbursement by Lenders. Upon receipt from the beneficiary of any Facility LC of any demand for payment under such Facility LC, the applicable LC Issuer shall notify the Administrative Agent and the Administrative Agent shall promptly notify the Borrower and each other Lender as to the amount to be paid by such the LC Issuer as a result of such demand and the proposed payment date (the “"LC Payment Date”"). The responsibility of each the LC Issuer to the Borrower and each Lender shall be only to determine that the documents (including each demand for payment) delivered under each Facility LC in connection with such presentment shall be in conformity in all material respects with such Facility LC. Each The LC Issuer shall endeavor to exercise the same care in the issuance and administration of the Facility LCs as it does with respect to letters of credit in which no participations are granted, it being understood that in the absence of any gross negligence or willful misconduct by such the LC Issuer, each Lender shall be unconditionally and irrevocably liable without regard to the occurrence of any Event of Default or any condition precedent whatsoever, to reimburse such the LC Issuer on demand for (i) such Lender’s 's Pro Rata Share of the amount of each payment made by such the LC Issuer under each Facility LC to the extent such amount is not reimbursed by the Borrower pursuant to Section 2.19(f) below and there are not funds available in the Facility LC Collateral Account to cover the same2.19.6 below, plus (ii) interest on the foregoing amount to be reimbursed by such Lender, for each day from the date of such the LC Issuer’s 's demand for such reimbursement (or, if such demand is made after 9:00 11:00 a.m. (Pacific Chicago time) on such date, from the next succeeding Business Day) to the date on which such Lender pays the amount to be reimbursed by it, at a rate of interest per annum equal to the Federal Funds Effective Rate for the first three (3) days and, thereafter, at a rate of interest equal to the rate applicable to Base Floating Rate Advances.

Administration; Reimbursement by Lenders. Upon receipt from the beneficiary of any Facility LC of any demand for payment under such Facility LC, the applicable LC Issuer shall notify the Administrative Agent and the Administrative Agent shall promptly notify the Borrower and each other Lender as to the amount to be paid by such LC Issuer as a result of such demand and the proposed payment date to such beneficiary (the “LC Payment Date”); provided, however, that the failure of such LC Issuer to so notify the Borrower shall not in any manner affect the obligations of the Borrower to reimburse such LC Issuer pursuant to Section 2.20.6. The responsibility of each LC Issuer to the Borrower and each Lender shall be only to determine that the documents (including each demand for payment) delivered under each Facility LC issued by such LC Issuer in connection with such presentment shall be in conformity in all material respects with such Facility LC. Each LC Issuer shall endeavor to exercise the same care in the issuance and administration of the Facility LCs issued by such LC Issuer as it does with respect to letters of credit in which no participations are granted, it being understood that in the absence of any gross negligence or willful misconduct by such the applicable LC Issuer, each Lender shall be unconditionally and irrevocably liable without regard to the occurrence of any Event of Default or any condition precedent whatsoever, to reimburse such LC Issuer on demand for (i) such Lender’s Pro Rata Share of the amount of each payment made by such LC Issuer under each Facility LC issued by such LC Issuer to the extent such amount is not reimbursed by the Borrower pursuant to Section 2.19(f) below and there are not funds available in the Facility LC Collateral Account to cover the same2.20.6 below, plus (ii) interest on the foregoing amount to be reimbursed by such Lender, for each day from the date of such the applicable LC Issuer’s demand for such reimbursement (or, if such demand is made after 9:00 a.m. 12:00 noon (Pacific Chicago time) on such date, from the next succeeding Business Day) to the date on which such Lender pays the amount to be reimbursed by it, at a rate of interest per annum equal to the Federal Funds Effective Rate for the first three (3) days and, thereafter, at a rate of interest equal to the rate applicable to Base Floating Rate Advances. In the event any LC Issuer shall receive any payment from any Lender pursuant to this Section 2.20.5, the Agent (acting for this purpose solely as agent of the Borrower) (i) shall keep a register for the registration relating to each such Reimbursement Obligation, specifying such participating Lender’s name, address and entitlement to payments with respect to such participating Lender’s share of the principal amount of any Reimbursement Obligation and interest thereon with respect to its respective participations, and each transfer thereof and the name and address of each transferee and (ii) shall collect, prior to the time such participating Lender receives payment with respect to such participation, from each such participating Lender the appropriate forms, certificates, and statements described in Section 3.5 (and updated as required by Section 3.5) as if such participating Lender were a Lender under Section 3.5.

Administration; Reimbursement by Lenders. Upon receipt from the beneficiary of any Facility LC of any demand for payment under such Facility LC, the applicable LC Issuer shall notify the Administrative Agent and the Administrative Agent shall promptly notify the Borrower and each other Lender as to the amount to be paid by such LC Issuer as a result of such demand and the proposed payment date (the “LC Payment Date”). The responsibility of each an LC Issuer to the Borrower and each Lender shall be only to determine that the documents (including each demand for payment) delivered under each Facility LC in connection with such presentment shall be in conformity in all material respects with such Facility LC. Each LC Issuer shall endeavor to exercise the same care in the issuance and administration of the Facility LCs as it does with respect to letters of credit in which no participations are granted, it being understood that in the absence of any gross negligence or willful misconduct by such LC Issuer, each Lender shall be unconditionally and irrevocably liable liable, without regard to the occurrence of the Termination Date (but subject to Sections 2.17 and 2.16.12), the occurrence of any Event of Default or Unmatured Event of Default or any condition precedent whatsoever, to reimburse such LC Issuer on demand for (i) such Lender’s Pro Rata Share of the amount of each payment made by such LC Issuer under each any Facility LC to the extent such amount is not reimbursed by the Borrower pursuant to Section 2.19(f) below and there are not funds available in the Facility LC Collateral Account to cover the same2.16.6, plus (ii) interest on the foregoing amount to be reimbursed by such Lender, for each day from the date of such LC Issuer’s demand for such reimbursement (or, if such demand is made after 9:00 a.m. (Pacific time) 11:00 A.M. on such dateday, from the next succeeding Business Day) to the date on which such Lender pays the amount to be reimbursed by it, at a rate of interest per annum equal to the Federal Funds Effective Rate for the first three (3) days and, thereafter, at a rate of interest equal to the rate applicable to Alternate Base Rate AdvancesRate.

Administration; Reimbursement by Lenders. Upon receipt from the beneficiary of any Facility LC of any demand for payment under such Facility LC, the applicable LC Issuer shall notify the Administrative Agent and the Administrative Agent shall promptly notify the Borrower and each other Lender as to the amount to be paid by such LC Issuer as a result of such demand and the proposed payment date (the “LC Payment Date”). The responsibility of each an LC Issuer to the Borrower and each Lender shall be only to determine that the documents (including each demand for payment) delivered under each Facility LC in connection with such presentment shall be in conformity in all material respects with such Facility LC. Each LC Issuer shall endeavor to exercise the same care in the issuance and administration of the Facility LCs as it does with respect to letters of credit in which no participations are granted, it being understood that in the absence of any gross negligence or willful misconduct by such LC Issuer, each Lender shall be unconditionally and irrevocably liable liable, without regard to the occurrence of the Termination Date (but subject to Sections 2.17 and 2.16.12), the occurrence of any Event of Default or Unmatured Event of Default or any condition precedent whatsoever, to reimburse such LC Issuer on demand for (i) such Lender’s Pro Rata Share of the amount of each payment made by such LC Issuer under each any Facility LC to the extent such amount is not reimbursed by the Borrower pursuant to Section 2.19(f) below and there are not funds available in the Facility LC Collateral Account to cover the same2.16.6, plus (ii) interest on the foregoing amount to be reimbursed by such Lender, for each day from the date of such LC Issuer’s demand for such reimbursement (or, if such demand is made after 9:00 a.m. (Pacific 11:00 A.M., New York City time) , on such dateday, from the next succeeding Business Day) to the date on which such Lender pays the amount to be reimbursed by it, at a rate of interest per annum equal to the Federal Funds Effective Rate for the first three (3) days and, thereafter, at a rate of interest equal to the rate applicable to Alternate Base Rate AdvancesRate.

Administration; Reimbursement by Lenders. Upon receipt from the beneficiary of any Facility LC Letter of Credit of any demand for payment under such Facility LCLetter of Credit, the applicable LC Issuer shall notify the Administrative Agent and the Administrative Agent shall promptly notify the applicable Borrower and each other Lender as to of the amount to be paid by such LC Issuer as a result of such demand and the proposed payment date (the “LC Letter of Credit Payment Date”). The responsibility of each LC any Issuer to the applicable Borrower and each Lender shall be only to determine that the documents (including each demand for payment) delivered under each Facility LC Letter of Credit issued by it in connection with such presentment shall be a demand for payment are in conformity in all material respects with such Facility LCLetter of Credit. Each LC Issuer shall endeavor to exercise the same care in the its issuance and administration of the Facility LCs Letters of Credit as it does with respect to letters of credit in which no participations are granted, it being understood that in the absence of any gross negligence or willful misconduct by such LC Issuer, each Lender shall shall, subject to Section 2.24, be unconditionally and irrevocably liable obligated, without regard to the occurrence of any Event of Default or any condition precedent whatsoever, to reimburse such LC Issuer on demand for (i) such Lender’s Pro Rata Share of the amount of each payment made by such LC Issuer under each Facility LC Letter of Credit issued by it to the extent such amount is not reimbursed by the Borrower Borrowers pursuant to Section 2.19(f) below and there are not funds available in the Facility LC Collateral Account to cover the same2.18(f), plus (ii) interest on the foregoing amount to be reimbursed by such Lenderamount, for each day from the date of such LC Issuer’s demand for such reimbursement (or, if such demand is made after 9:00 a.m. (Pacific time) on such date, from the next succeeding Business Day) applicable payment by the Issuer to the date on which such Lender pays the amount to be Issuer is reimbursed by itsuch Lender for its Pro Rata Share thereof, at a rate of interest per annum equal to the Federal Funds Effective Rate or, beginning on third Business Day after demand for the first three (3) days andsuch amount by such Issuer, thereafter, at a rate of interest equal to the rate applicable to Base Floating Rate Advances.

Administration; Reimbursement by Lenders. Upon receipt from the beneficiary of any Facility LC of any demand for payment under such Facility LC, the applicable LC Issuer shall notify the Administrative Designated Agent and the Administrative Designated Agent shall promptly notify the Borrower and each other Lender as to the amount to be paid by such LC Issuer as a result of such demand and the proposed payment date (the “LC Payment Date”). The responsibility of each LC Issuer to the Borrower and each Lender shall be only to determine that the documents (including each demand for payment) delivered under each Facility LC in connection with such presentment shall be in conformity in all material respects with such Facility LC. Each LC Issuer shall endeavor to exercise the same care in the issuance and administration of the Facility LCs as it does with respect to letters of credit in which no participations are granted, it being understood that in the absence of any gross negligence or willful misconduct by such LC Issuer, each Lender shall be unconditionally and irrevocably liable without regard to the occurrence of any Event of Default or any condition precedent whatsoever, to reimburse such LC Issuer on demand for (i) such Lender’s Pro Rata Share of the amount of each payment made by such LC Issuer under each Facility LC to the extent such amount is not reimbursed by the Borrower pursuant to Section 2.19(f) below and there are not funds available in the Facility LC Collateral Account to cover the same, plus (ii) interest on the foregoing amount to be reimbursed by such Lender, for each day from the date of such LC Issuer’s demand for such reimbursement (or, if such demand is made after 9:00 11:00 a.m. (Pacific Eastern time) on such date, from the next succeeding Business Day) to the date on which such Lender pays the amount to be reimbursed by it, at a rate of interest per annum equal to the Federal Funds Effective Rate for the first three (3) days and, thereafter, at a rate of interest equal to the rate applicable to Base Rate Advances.

Administration; Reimbursement by Lenders. Upon receipt from the beneficiary of any Facility LC of any demand for payment under such Facility LC, the applicable LC Issuer shall notify the Administrative Agent and the Administrative Agent shall promptly notify the Borrower and each other Lender as to the amount to be paid by such the LC Issuer as a result of such demand and the proposed payment date (the “LC Payment Date”). The responsibility of each the LC Issuer to the Borrower and each Lender shall be only to determine that the documents (including each demand for payment) delivered under each Facility LC in connection with such presentment shall be in conformity in all material respects with such Facility LC. Each The LC Issuer shall endeavor to exercise the same care in the issuance and administration of the Facility LCs as it does with respect to letters of credit in which no participations are granted, it being understood that in the absence of any gross negligence or willful misconduct by such the LC Issuer, each Lender shall be unconditionally and irrevocably liable without regard to the occurrence of any Event of Default or any condition precedent whatsoever, to reimburse such the LC Issuer on demand for (i) such Lender’s Pro Rata Share of the amount of each payment made by such the LC Issuer under each Facility LC to the extent such amount is not reimbursed by the Borrower pursuant to Section 2.19(f) below and there are not funds available in the Facility LC Collateral Account to cover the same2.20.6 below, plus (ii) interest on the foregoing amount to be reimbursed by such Lender, for each day from the date of such the LC Issuer’s demand for such reimbursement (or, if such demand is made after 9:00 11:00 a.m. (Pacific Charlotte, North Carolina time) on such date, from the next succeeding Business Day) to the date on which such Lender pays the amount to be reimbursed by it, at a rate of interest per annum equal to the Federal Funds Effective Rate for the first three (3) days and, thereafter, at a rate of interest equal to the rate applicable to Base Floating Rate Advances.

Administration; Reimbursement by Lenders. Upon receipt from the beneficiary of any Facility LC of any demand for payment under such Facility LC, the applicable LC Issuer shall notify the Administrative Agent and the Administrative Agent shall promptly notify the Borrower and each other Lender as to the amount to be paid by such LC Issuer as a result of such demand and the proposed payment date (the “LC Payment Date”). The responsibility of each such LC Issuer to the Borrower and each Lender shall be only to determine that the documents (including each demand for payment) delivered under each Facility LC in connection with such presentment shall be in conformity in all material respects with such Facility LC. Each LC Issuer shall endeavor to exercise the same care in the issuance and administration of the Facility LCs issued by such LC Issuer as it does with respect to letters of credit in which no participations are granted, it being understood that in the absence of any gross negligence or willful misconduct by such LC Issuer, each Lender shall be unconditionally and irrevocably liable without regard to the occurrence of any Event of Default or any condition precedent whatsoever, whatsoever to reimburse such LC Issuer on demand for (i) such Lender’s Pro Rata Share of the amount of each payment made by such LC Issuer under each Facility LC issued by such LC Issuer to the extent such amount is not reimbursed by the Borrower pursuant to Section 2.19(f2.16(e) below and there are not funds available in the Facility LC Collateral Account to cover the samebelow, plus (ii) interest on the foregoing amount to be reimbursed by such Lender, for each day from the date of such LC Issuer’s demand for such reimbursement (or, if such demand is made after 9:00 11:00 a.m. (Pacific New York City time) on such date, from the next succeeding Business Day) to the date on which such Lender pays the amount to be reimbursed by it, at a rate of interest per annum equal to the Federal Funds Effective Rate for the first three (3) days and, thereafter, at a rate of interest equal to the rate applicable to Base Eurodollar Rate Advances.

Administration; Reimbursement by Lenders. Upon receipt from the beneficiary of any Facility LC of any demand for payment under such Facility LC, the applicable LC Issuer shall notify the Administrative Agent and the Administrative Agent shall promptly notify the Borrower and each other Lender as to the amount to be paid by such the LC Issuer as a result of such demand and the proposed payment date (the “LC Payment Date”), which LC Payment Date shall be no earlier than the first Business Day after the date such notice is given. The responsibility of each the LC Issuer to the Borrower and each Lender shall be only to determine that the documents (including each demand for payment) delivered under each Facility LC in connection with such presentment shall be in conformity in all material respects with such Facility LC. Each The LC Issuer shall endeavor to exercise the same care in the issuance and administration of the Facility LCs as it does with respect to letters of credit in which no participations are granted, it being understood that in the absence of any gross negligence or willful misconduct by such the LC Issuer, each Lender shall be unconditionally and irrevocably liable without regard to the occurrence of any Event of Default or any condition precedent whatsoever, to reimburse such the LC Issuer on demand for (i) such Lender’s Pro Rata Share of the amount of each payment made by such the LC Issuer under each Facility LC to the extent such amount is not reimbursed by the Borrower pursuant to Section 2.19(f) below and there are not funds available in the Facility LC Collateral Account to cover the same, plus (ii) interest on the foregoing amount to be reimbursed by such Lender, for each day from the date of such the LC Issuer’s demand for such reimbursement (or, if such demand is made after 9:00 11:00 a.m. (Pacific Minneapolis time) on such date, from the next succeeding Business Day) to the date on which such Lender pays the amount to be reimbursed by it, it at a rate the greater of interest per annum equal to the Federal Funds Effective Rate for the first three (3) days and, thereafter, at and a rate of interest equal to determined by the rate applicable to Base Rate AdvancesAdministrative Agent in accordance with banking industry rules on interbank compensation.

Administration; Reimbursement by Lenders. Upon receipt from the beneficiary of any Facility LC of any demand for payment under such Facility LC, the applicable LC Issuer shall notify the Administrative Agent Agent, and the Administrative Agent shall promptly notify the Borrower and each other Lender Lender, as to the amount to be paid by such LC Issuer as a result of such demand and the proposed payment date (the “LC Payment Date”). The responsibility of each LC Issuer to the Borrower and each Lender shall be only to determine that the documents (including each demand for payment) delivered under each Facility LC in connection with such presentment shall be in conformity in all material respects with such Facility LC. Each LC Issuer shall endeavor to exercise the same care in the issuance and administration of the Facility LCs as it does with respect to letters of credit in which no participations are granted, it being understood that in the absence of any gross negligence or willful misconduct by such an LC Issuer, each Lender shall be unconditionally and irrevocably liable without regard to the occurrence of any Event of Default or any condition precedent whatsoever, to reimburse such the applicable LC Issuer on demand for (ia) such Lender’s Pro Rata Share of the amount of each payment made by such LC Issuer under each Facility LC to the extent such amount is not reimbursed by the Borrower pursuant to Section 2.19(f) below and there are not funds available in the Facility LC Collateral Account to cover the same2.19.6, plus (iib) interest on the foregoing amount to be reimbursed by such Lender, for each day from the date of such LC Issuer’s demand for such reimbursement (or, if such demand is made after 9:00 11:00 a.m. (Pacific Chicago time) on such date, from the next succeeding Business Day) to the date on which such Lender pays the amount to be reimbursed by it, at a rate of interest per annum equal to the Federal Funds Effective Rate for the first three (3) days and, thereafter, at a rate of interest equal to the rate applicable to Base Rate Advances.

Administration; Reimbursement by Lenders. Upon receipt from the beneficiary of any Facility LC of any demand for payment under such Facility LC, the applicable LC Issuer shall notify the Administrative Agent and the Administrative Agent shall promptly notify the Borrower and each other Lender as to the amount to be paid by such the LC Issuer as a result of such demand and the proposed payment date (the “LC Payment Date”). The responsibility of each the LC Issuer to the Borrower and each Lender shall be only to determine that the documents (including each demand for payment) delivered under each Facility LC in connection with such presentment shall be are in conformity in all material respects with such Facility LC. Each The LC Issuer shall endeavor to exercise the same care in the issuance and administration of the Facility LCs as it does with respect to letters Letters of credit Credit in which no participations are granted, it being understood that in the absence of any gross negligence or willful misconduct by such the LC Issuer, each Lender shall be unconditionally and irrevocably liable liable, without regard to the occurrence of any Event of Default or any condition precedent whatsoever, to reimburse such the LC Issuer on demand for (i) such Lender’s Pro Rata Share Revolving Percentage of the amount of each payment made by such the LC Issuer under each Facility LC to the extent such amount is not reimbursed by the Borrower pursuant to Section 2.19(f) 2.17.6 below and there are not funds available in the Facility LC Collateral Account to cover the same, plus (ii) interest on the foregoing amount to be reimbursed by such Lender, for each day from the date of such the LC Issuer’s demand for such reimbursement (or, if such demand is made after 9:00 a.m. 12:00 p.m. (Pacific Minneapolis time) on such date, from the next succeeding Business Day) to the date on which such Lender pays the amount to be reimbursed by it, at a rate of interest per annum equal to the Federal Funds Effective Rate for the first three (3) days and, thereafter, at a rate of interest equal to the rate applicable to Base Rate Advances.

Administration; Reimbursement by Lenders. Upon receipt from the beneficiary of any Facility LC of any demand for payment under such Facility LC, the applicable LC Issuer shall notify the Administrative Agent and the Administrative Agent shall promptly notify the applicable Borrower and each other Lender as to the amount to be paid by such the LC Issuer as a result of such demand and the proposed payment date (the “LC Payment Date”). The responsibility of each the LC Issuer to the applicable Borrower and each Lender shall be only to determine that the documents (including each demand for payment) delivered under each Facility LC in connection with such presentment shall be in conformity in all material respects with such Facility LC. Each The LC Issuer shall endeavor to exercise the same care in the issuance and administration of the Facility LCs as it does with respect to letters of credit in which no participations are granted, it being understood that in the absence of any gross negligence or willful misconduct by such the LC Issuer, each Lender shall be unconditionally and irrevocably liable liable, without regard to the occurrence of the Commitment Termination Date, the occurrence of any Event of Default or Unmatured Event of Default or any condition precedent whatsoever, to reimburse such the LC Issuer on demand for (i) such Lender’s Pro Rata Share of the amount of each payment made by such the LC Issuer under each Facility LC to the extent such amount is not reimbursed by the applicable Borrower pursuant to Section 2.19(f) below and there are not funds available in the Facility LC Collateral Account to cover the same2.16.6, plus (ii) interest on the foregoing amount to be reimbursed by such Lender, for each day from the date of such the LC Issuer’s demand for such reimbursement (or, if such demand is made after 9:00 a.m. 11:00 A.M. (Pacific Chicago time) on such dateday, from the next succeeding Business Day) to the date on which such Lender pays the amount to be reimbursed by it, at a rate of interest per annum equal to the Federal Funds Effective Rate for the first three (3) days and, thereafter, at a rate of interest equal to the rate applicable to Base Rate AdvancesRate.

Administration; Reimbursement by Lenders. Upon receipt from the beneficiary of any Facility LC of any demand for payment under any Facility LC from the beneficiary of such Facility LC, the applicable LC Issuer shall notify the Administrative Agent and the Administrative Agent shall promptly notify the Borrower and each other Revolving Lender as to the amount to be paid by such LC Issuer as a result of such demand and the proposed payment date (the “LC Payment Honor Date”). The responsibility of each LC Issuer to the Borrower and each Revolving Lender shall be only to determine that the documents (including each demand for payment) delivered under each Facility LC in connection with such presentment shall be in conformity in all material respects with such Facility LC. Each LC Issuer shall endeavor to exercise the same care in the issuance and administration of the Facility LCs as it does with respect to letters of credit in which no participations are granted, it being understood that in the absence of any gross negligence or willful misconduct by such any LC Issuer, each Revolving Lender shall be unconditionally and irrevocably liable without regard to the occurrence of any Event of Default or any condition precedent whatsoever, to reimburse such LC Issuer on demand for (i) such Lender’s Pro Rata Share of the amount of each payment made by such LC Issuer under each Facility LC to the extent such amount is not reimbursed by the Borrower pursuant to Section 2.19(f) below and there are not funds available in the Facility LC Collateral Account to cover the same, plus (ii) interest on the foregoing amount to be reimbursed by such Lender, for each day from the date of such LC Issuer’s demand for such reimbursement (or, if such demand is made after 9:00 11:00 a.m. (Pacific Chicago time) on such date, from the next succeeding Business Day) to the date on which such Lender pays the amount to be reimbursed by it, at a rate of interest per annum equal to the Federal Funds Effective Rate for the first three (3) days and, thereafter, at a rate of interest equal to the rate applicable to Base Rate Advances.

Administration; Reimbursement by Lenders. Upon receipt from the beneficiary of any Facility LC of any demand for payment under such Facility LC, the applicable LC Issuer shall notify the Administrative Agent and the Administrative Agent shall promptly notify the Company and the Borrower for which such Facility LC was issued and each other Lender as to the amount to be paid by such the LC Issuer as a result of such demand and the proposed payment date (the “LC Payment Date”). The responsibility of each the LC Issuer to the Company and any such Borrower and each Lender shall be only to determine that the documents (including each demand for payment) delivered under each Facility LC in connection with such presentment shall be in conformity in all material respects with such Facility LC. Each The LC Issuer shall endeavor to exercise the same care in the issuance and administration of the Facility LCs as it does with respect to letters of credit in which no participations are granted, it being understood that in the absence of any gross negligence or willful misconduct by such the LC IssuerIssuer (as determined by a court of competent jurisdiction by final and nonappealable judgment), each Lender shall be unconditionally and irrevocably liable without regard to the occurrence of any Event of Default or any condition precedent whatsoever, to reimburse such the LC Issuer through the Administrative Agent on demand for (i) such Lender’s Pro Rata Share of the amount of each payment made by such the LC Issuer under each Facility LC to the extent such amount is not reimbursed by the Borrower Borrowers pursuant to Section 2.19(f) 2.19.6 below and there are not funds available in the Facility LC Collateral Account to cover the same, plus (ii) interest on the foregoing amount to be reimbursed by such Lender, for each day from the date of such the LC Issuer’s demand for such reimbursement (or, if such demand is made after 9:00 11:00 a.m. (Pacific Eastern time) on such date, from the next succeeding Business Day) to the date on which such Lender pays the amount to be reimbursed by it, at a rate of interest per annum equal to the Federal Funds Effective Rate for the first three (3) days and, thereafter, at a rate of interest equal to the rate applicable to Base Rate Advances.

Administration; Reimbursement by Lenders. Upon receipt from the beneficiary of any Facility LC Letter of Credit of any demand for payment under such Facility LCLetter of Credit, the applicable LC Issuer Issuing Bank shall notify the Administrative Agent and the Administrative Agent shall promptly notify the Borrower and each other Lender as to the amount to be paid by such LC Issuer the Issuing Bank as a result of such demand and the proposed payment date (the “LC Payment Date”). The responsibility of each LC Issuer the Issuing Bank to the Borrower and each Lender shall be only to determine that the documents (including each demand for payment) delivered under each Facility LC Letter of Credit in connection with such presentment shall be in conformity in all material respects with such Facility LCLetter of Credit. Each LC Issuer The Issuing Bank shall endeavor to exercise the same care in the issuance and administration of the Facility LCs Letter of Credits as it does with respect to letters of credit in which no participations are granted, it being understood that in the absence of any gross negligence or willful misconduct by such LC Issuerthe Issuing Bank, each Lender shall be unconditionally and irrevocably liable without regard to the occurrence of any Event of Default or any condition precedent whatsoever, to reimburse such LC Issuer the Issuing Bank on demand for (i) such Lender’s Pro Rata Share Percentage of the amount of each payment made by such LC Issuer the Issuing Bank under each Facility LC Letter of Credit to the extent such amount is not reimbursed by the Borrower pursuant to Section 2.19(f) below and there are not funds available in the Facility LC Collateral Account to cover the same3.6 below, plus (ii) interest on the foregoing amount to be reimbursed by such Lender, for each day from the date of such LC Issuerthe Issuing Bank’s demand for such reimbursement (or, if such demand is made after 9:00 11:00 a.m. (Pacific Chicago time) on such date, from the next succeeding Business Day) to the date on which such Lender pays the amount to be reimbursed by it, at a rate of interest per annum equal to the Federal Funds Effective Rate for the first three (3) days and, thereafter, at a rate of interest equal to the rate applicable to Base Rate ABR Advances.

Administration; Reimbursement by Lenders. Upon receipt from the beneficiary of any Facility LC of any demand for payment under such Facility LC, the applicable LC Issuer shall notify the Administrative Agent and the Administrative Agent shall promptly notify the Borrower and each other Lender as to the amount to be paid by such the LC Issuer as a result of such demand and the proposed payment date (the “LC Payment Date”). The responsibility of each the LC Issuer to the Borrower and each Lender shall be only to determine that the documents (including each demand for payment) delivered under each Facility LC in connection with such presentment shall be in conformity in all material respects with such Facility LC. Each The LC Issuer shall endeavor to exercise the same care in the issuance and administration of the Facility LCs as it does with respect to letters of credit in which no participations are granted, it being understood that in the absence of any gross negligence or willful misconduct by such the LC Issuer, each Lender shall be unconditionally and irrevocably liable without regard to the occurrence of any Event of Default or any condition precedent whatsoever, to reimburse such the LC Issuer on demand for (i) such Lender’s Pro Rata Share of the amount of each payment made by such the LC Issuer under each Facility LC to the extent such amount is not reimbursed by the Borrower pursuant to Section 2.19(f) below and there are not funds available in the Facility LC Collateral Account to cover the same2.20.6 below, plus (ii) interest on the foregoing amount to be reimbursed by such Lender, for each day from the date of such the LC Issuer’s demand for such reimbursement (or, if such demand is made after 9:00 11:00 a.m. (Pacific Chicago time) on such date, from the next succeeding Business Day) to the date on which such Lender pays the amount to be reimbursed by it, at a rate of interest per annum equal to the Federal Funds Effective Rate for the first three (3) days and, thereafter, at a rate of interest equal to the rate applicable to Base Floating Rate Advances.

Administration; Reimbursement by Lenders. Upon receipt from the beneficiary of any Facility LC of any demand for payment under such Facility LC, the applicable LC Issuer shall notify the Administrative Agent and the Administrative Agent shall promptly notify the Borrower Company and each other Lender as to the amount to be paid by such LC Issuer as a result of such demand and the proposed payment date (the “LC Payment Date”). The responsibility of each LC Issuer to the Borrower Borrowers and each Lender shall be only to determine that the documents (including each demand for payment) delivered under each Facility LC issued by such LC Issuer in connection with such presentment shall be in conformity in all material respects with such Facility LC. Each LC Issuer shall endeavor to exercise the same care in the issuance and administration of the Facility LCs issued by such LC Issuer as it does with respect to letters of credit in which no participations are granted, it being understood that in the absence of any gross negligence or willful misconduct by such the applicable LC Issuer, each Lender shall be unconditionally and irrevocably liable without regard to the occurrence of any Event of Default Default, the Facility Termination Date or any condition precedent whatsoever, to reimburse such LC Issuer on demand for (i) such Lender’s Pro Rata Share of the amount of each payment made by such LC Issuer under each Facility LC issued by such LC Issuer to the extent such amount is not reimbursed by the Borrower Borrowers pursuant to Section 2.19(f) below and there are not funds available in the Facility LC Collateral Account to cover the same2.21.6 below, plus (ii) interest on the foregoing amount to be reimbursed by such Lender, for each day from the date of such the applicable LC Issuer’s demand for such reimbursement (or, if such demand is made after 9:00 11:00 a.m. (Pacific Chicago time) on such date, from the next succeeding Business Day) to the date on which such Lender pays the amount to be reimbursed by it, at a rate of interest per annum equal to the Federal Funds Effective Rate for the first three (3) days and, thereafter, at a rate of interest equal to the rate applicable to Base Floating Rate Advances.

Administration; Reimbursement by Lenders. Upon receipt from the beneficiary of any Facility LC Letter of Credit of any demand for payment under such Facility LCLetter of Credit, the applicable LC Issuer shall notify the Administrative Agent and the Administrative Agent shall promptly notify the applicable Borrower and each other Lender as to the amount to be paid by such LC the Issuer as a result of such demand and the proposed payment date (the “LC "Letter of Credit Payment Date”"). The responsibility of each LC the Issuer to the applicable Borrower and each Lender shall be only to determine that the documents (including each demand for payment) delivered under each Facility LC Letter of Credit in connection with such presentment shall be in conformity in all material respects with such Facility LCLetter of Credit. Each LC The Issuer shall endeavor to exercise the same care in the its issuance and administration of the Facility LCs Letters of Credit as it does with respect to letters of credit in which no participations are granted, it being understood that in the absence of any gross negligence or willful misconduct by such LC the Issuer, each Lender shall be unconditionally and irrevocably liable obligated, without regard to the occurrence of any Event of Default or Unmatured Default or any condition precedent whatsoever, to reimburse such LC the Issuer on demand for (i) such Lender’s 's Pro Rata Share of the amount of each payment made by such LC the Issuer under each Facility LC Letter of Credit to the extent such amount is not reimbursed by the applicable Borrower pursuant to Section 2.19(f) below and there are not funds available in the Facility LC Collateral Account to cover the same, 2.19.6 plus (ii) interest on the foregoing amount to be reimbursed by such Lender, for each day from the date of such LC Issuer’s demand for such reimbursement (or, if such demand is made after 9:00 a.m. (Pacific time) on such date, from the next succeeding Business Day) applicable payment by the Issuer to the date on which such Lender pays the amount to be reimbursed by it, at a rate of interest per annum equal to the Federal Funds Effective Rate or, beginning on third Business Day after demand for such amount by the first three (3) days andIssuer, thereafter, at a rate of interest equal to the rate applicable to Base Floating Rate Advances.

Administration; Reimbursement by Lenders. Upon receipt from the beneficiary of any Facility LC of any demand for payment under any Facility LC from the beneficiary of such Facility LC, the applicable LC Issuer shall notify the Administrative Agent and the Administrative Agent shall promptly notify the Borrower and each other Lender as to the amount to be paid by such LC Issuer as a result of such demand and the proposed payment date (the “LC Payment Date”). The responsibility of each the applicable LC Issuer to the Borrower and each Lender shall be only to determine that the documents (including each demand for payment) delivered under each Facility LC in connection with such presentment shall be are in conformity in all material respects with such Facility LC. Each The applicable LC Issuer shall endeavor to exercise the same care in the issuance and administration of the Facility LCs as it does with respect to letters Letters of credit Credit in which no participations are granted, it being understood that in the absence of any gross negligence or willful misconduct by such LC Issuer, each Lender shall be unconditionally and irrevocably liable liable, without regard to the occurrence of any Event of Default or any condition precedent whatsoever, to reimburse such LC Issuer on demand for (i) such Lender’s Pro Rata Share Revolving Percentage of the amount of each payment made by such LC Issuer under each Facility LC to the extent such amount is not reimbursed by the Borrower pursuant to Section 2.19(f) 2.17.6 below and there are is not funds available in the Facility LC Cash Collateral Account to cover the same, plus (ii) interest on the foregoing amount to be reimbursed by such Lender, for each day from the date of such LC Issuer’s demand for such reimbursement (or, if such demand is made after 9:00 a.m. 12:00 p.m. (Pacific Minneapolis time) on such date, from the next succeeding Business Day) to the date on which such Lender pays the amount to be reimbursed by it, at a rate of interest per annum equal to the Federal Funds Effective Rate for the first three (3) days and, thereafter, at a rate of interest equal to the rate applicable to Base Rate Advances.

Administration; Reimbursement by Lenders. Upon receipt from the beneficiary of any Facility LC of any demand for payment under such Facility LC, the applicable LC Issuer shall notify the Administrative Agent and the Administrative Agent shall promptly notify the Borrower and each other Lender as to the amount to be paid by such LC Issuer as a result of such demand and the proposed payment date (the “LC Payment Date”). The responsibility of each LC Issuer to the Borrower and each Lender shall be only to determine that the documents (including each demand for payment) delivered under each Facility LC issued by such Issuer in connection with such presentment shall be in conformity in all material respects with such Facility LC. Each LC Issuer shall endeavor to exercise the same care in the issuance and administration of the Facility LCs issued by it as it does with respect to letters of credit in which no participations are granted, it being understood that in the absence of any gross negligence or willful misconduct by such LC Issuer, each Lender shall be unconditionally and irrevocably liable without regard to the occurrence of any Event of Default or any condition precedent whatsoever, to reimburse such LC Issuer on demand for (ia) such Lender’s Pro Rata Share of the amount Dollar Amount of each payment made by such LC Issuer under each Facility LC (such Dollar Amount to be determined at the time of such payment by such Issuer) to the extent such amount is not reimbursed by the Borrower pursuant to Section 2.19(f) below and there are not funds available in the Facility LC Collateral Account to cover the same2.19.6 below, plus (iib) interest on the foregoing amount to be reimbursed by such Lender, for each day from the date of such LC Issuer’s demand for such reimbursement (or, if such demand is made after 9:00 10:00 a.m. (Pacific time) New York, New York time on such date, from the next succeeding Business Day) to the date on which such Lender pays the amount to be reimbursed by it, at a rate of interest per annum equal to the Federal Funds Effective Rate for the first three (3) days and, thereafter, at a rate of interest equal to the rate applicable to Base Floating Rate Advances.

Administration; Reimbursement by Lenders. Upon receipt from the beneficiary of any Facility LC Letter of Credit of any demand for payment under such Facility LCLetter of Credit, the applicable LC Issuer shall notify the Administrative Agent and the Administrative Agent shall promptly notify the Borrower and each other Lender as to of the amount to be paid by such LC Issuer as a result of such demand and the proposed payment date (the “LC Letter of Credit Payment Date”). The responsibility of each LC any Issuer to the Borrower and each Lender shall be only to determine that the documents (including each demand for payment) delivered under each Facility LC Letter of Credit issued by such Issuer in connection with such presentment shall be a demand for payment are in conformity in all material respects with such Facility LCLetter of Credit. Each LC Issuer shall endeavor to exercise the same care in the its issuance and administration of the Facility LCs Letters of Credit as it does with respect to letters of credit in which no participations are granted, it being understood that in the absence of any gross negligence or willful misconduct by such LC Issuer, each Lender shall be unconditionally and irrevocably liable obligated, without regard to the occurrence of any Event of Default or any condition precedent whatsoever, to reimburse such LC Issuer on demand for (i) such Lender’s Pro Rata Share of the amount of each payment made by such LC Issuer under each Facility LC Letter of Credit to the extent such amount is not reimbursed by the Borrower pursuant to Section 2.19(f) below and there are not funds available in the Facility LC Collateral Account to cover the samebelow, plus (ii) interest on the foregoing amount to be reimbursed by such Lenderamount, for each day from the date of the applicable payment by such LC Issuer’s demand for such reimbursement (or, if such demand is made after 9:00 a.m. (Pacific time) on such date, from the next succeeding Business Day) Issuer to the date on which such Lender pays the amount to be Issuer is reimbursed by itsuch Lender for its Pro Rata Share thereof, at a rate of interest per annum equal to the Federal Funds Effective Rate or, beginning on third Business Day after demand for the first three (3) days andsuch amount by such Issuer, thereafter, at a rate of interest equal to the rate applicable to Base Floating Rate Advances.

Administration; Reimbursement by Lenders. Upon receipt from the beneficiary of any Facility LC of any demand for payment under such Facility LC, the applicable LC Issuer shall notify the Administrative Agent and the Administrative Agent shall promptly notify the Borrower and each other Lender as to the amount to be paid by such LC the Issuer as a result of such demand and the proposed payment date (the “"LC Payment Date”"). The responsibility of each LC the Issuer to the Borrower and each Lender shall be only to determine that the documents (including each demand for payment) delivered under each Facility LC in connection with such presentment shall be in conformity in all material respects with such Facility LC. Each LC The Issuer shall endeavor to exercise the same care in the issuance and administration of the Facility LCs as it does with respect to letters of credit in which no participations are granted, it being understood that in the absence of any gross negligence or willful misconduct by such LC the Issuer, each Lender shall be unconditionally and irrevocably liable without regard to the occurrence of any Event of Default or any condition precedent whatsoever, to reimburse such LC the Issuer on demand for (i) such Lender’s 's Pro Rata Share of the amount of each payment made by such LC the Issuer under each Facility LC to the extent such amount is not reimbursed by the Borrower pursuant to Section 2.19(f) below and there are not funds available in the Facility LC Collateral Account to cover the same2.19.6 below, plus (ii) interest on the foregoing amount to be reimbursed by such Lender, for each day from the date of such LC the Issuer’s 's demand for such reimbursement (or, if such demand is made after 9:00 11:00 a.m. (Pacific Chicago time) on such date, from the next succeeding Business Day) to the date on which such Lender pays the amount to be reimbursed by it, at a rate of interest per annum equal to the Federal Funds Effective Rate for the first three (3) days and, thereafter, at a rate of interest equal to the rate applicable to Base Floating Rate Advances.

Administration; Reimbursement by Lenders. Upon receipt from the beneficiary of any Facility LC of any demand for payment under such Facility LC, the applicable LC Issuer shall notify the Administrative Agent and the Administrative Agent shall promptly notify the Borrower and each other Lender as to the amount to be paid by such the LC Issuer as a result of such demand and the proposed payment date (the “"LC Payment Date”"). The responsibility of each the LC Issuer to the Borrower and each Lender shall be only to determine that the documents (including each demand for payment) delivered under each Facility LC in connection with such presentment shall be in conformity in all material respects with such Facility LC. Each The LC Issuer shall endeavor to exercise the same care in the issuance and administration of the Facility LCs as it does with respect to letters of credit in which no participations are granted, it being understood that in the absence of any gross negligence or willful misconduct by such the LC Issuer, each Lender shall be unconditionally and irrevocably liable without regard to the occurrence of any Event of Default or any condition precedent whatsoever, to reimburse such the LC Issuer on demand for (i) such Lender’s 's Pro Rata Share of the amount of each payment made by such the LC Issuer under each Facility LC to the extent such amount is not reimbursed by the Borrower pursuant to Section 2.19(f) below and there are not funds available in the Facility LC Collateral Account to cover the same2.20.6 below, plus (ii) interest on the foregoing amount to be reimbursed by such Lender, for each day from the date of such the LC Issuer’s 's demand for such reimbursement (or, if such demand is made after 9:00 11:00 a.m. (Pacific Chicago time) on such date, from the next succeeding Business Day) to the date on which such Lender pays the amount to be reimbursed by it, at a rate of interest per annum equal to the Federal Funds Effective Rate for the first three (3) days and, thereafter, at a rate of interest equal to the rate applicable to Base Floating Rate Advances.

Administration; Reimbursement by Lenders. Upon receipt from the beneficiary of any Facility LC of any demand for payment under such Facility LC, the applicable LC Issuer shall notify the Administrative Agent and the Administrative Agent shall promptly notify the Borrower and each other Lender as to the amount to be paid by such LC Issuer as a result of such demand and the proposed payment date (the “"LC Payment Date”"). The responsibility of each LC Issuer to the Borrower and each Lender shall be only to determine that the documents (including each demand for payment) delivered under each Facility LC issued by such LC Issuer in connection with such presentment shall be in conformity in all material respects with such Facility LC. Each LC Issuer shall endeavor to exercise the same care in the issuance and administration of the Facility LCs issued by such LC Issuer as it does with respect to letters of credit in which no participations are granted, it being understood that in the absence of any gross negligence or willful misconduct by such the applicable LC Issuer, each Lender shall be unconditionally and irrevocably liable without regard to the occurrence of any Event of Unmatured Default or Default or any condition precedent whatsoever, to reimburse such LC Issuer on demand for (i) such Lender’s 's Pro Rata Share of the amount of each payment made by such LC Issuer under each Facility LC issued by such LC Issuer to the extent such amount is not reimbursed by the Borrower pursuant to Section 2.19(f) below and there are not funds available in the Facility LC Collateral Account to cover the same2.21.6 below, plus (ii) interest on the foregoing amount to be reimbursed by such Lender, for each day from the date of such the applicable LC Issuer’s 's demand for such reimbursement (or, if such demand is made after 9:00 11:00 a.m. (Pacific Chicago time) on such date, from the next succeeding Business Day) to the date on which such Lender pays the amount to be reimbursed by it, at a rate of interest per annum equal to the Federal Funds Effective Rate for the first three (3) days and, thereafter, at a rate of interest equal to the rate applicable to Base Floating Rate Advances.

Administration; Reimbursement by Lenders. Upon receipt from the beneficiary of any Facility LC of any demand for payment under such Facility LC, the applicable LC Issuer shall notify the Administrative Agent and the Administrative Agent shall promptly notify the Borrower Borrowers and each other Lender as to the amount to be paid by such the LC Issuer as a result of such demand and the proposed payment date (the “LC Payment Date”). The responsibility of each the LC Issuer to the Borrower Borrowers and each Lender shall be only to determine that the documents (including each demand for payment) delivered under each Facility LC in connection with such presentment shall be in conformity in all material respects compliance with such Facility LC. Each The LC Issuer shall endeavor to exercise the same care in the issuance and administration of the Facility LCs as it does with respect to letters of credit in which no participations are granted, it being understood that in the absence of any gross negligence or willful misconduct by such the LC Issuer, each Lender shall be unconditionally and irrevocably liable without regard to the occurrence of any Event of Default or any condition precedent whatsoever, to reimburse such the LC Issuer on demand for (i) such Lender’s Pro Rata Share of the amount of each payment made by such the LC Issuer under each Facility LC to the extent such amount is not reimbursed by the Borrower Borrowers pursuant to Section 2.19(f) below and there are not funds available in the Facility LC Collateral Account to cover the same2.21.6 below, plus (ii) interest on the foregoing amount to be reimbursed by such Lender, for each day from the date of such the LC Issuer’s demand for such reimbursement (or, if such demand is made after 9:00 11:00 a.m. (Pacific time) on such date, from the next succeeding Business Day) to the date on which such Lender pays the amount to be reimbursed by it, at a rate of interest per annum equal to the Federal Funds Effective Rate for the first three (3) days and, thereafter, at a rate of interest equal to the rate applicable to Base Floating Rate Advances.

Administration; Reimbursement by Lenders. Upon receipt from the beneficiary of any Facility LC of any demand for payment under such Facility LC, the applicable LC Issuer shall notify the Administrative Agent and the Administrative Agent shall promptly notify the Borrower and each other Lender as to the amount to be paid by such the LC Issuer as a result of such demand and the proposed payment date (the “LC Payment Date”). The responsibility of each LC Issuer to the Borrower and each Lender shall be only to determine that the documents (including each demand for payment) delivered under each Facility LC in connection with such presentment shall be in conformity in all material respects with such Facility LC. Each LC Issuer shall endeavor to exercise the same care in the issuance and administration of the Facility LCs as it does with respect to letters of credit in which no participations are granted, it being understood that in the absence of any gross negligence or willful misconduct by such LC Issuer, each Lender shall be unconditionally and irrevocably liable without regard to the occurrence of any Event of Default or any condition precedent whatsoever, to reimburse such LC Issuer on demand for (i) such Lender’s 's Pro Rata Share of the amount of each payment made by such LC Issuer under each Facility LC with respect to any drawing or other demand for payment made by a beneficiary thereunder prior to the Revolving Commitment Termination Date (it being understood and agreed that no Lender shall have any obligation to reimburse any LC Issuer with respect to any drawing or other demand for payment under any Facility LC made after the Revolving Commitment Termination Date, regardless of whether the Borrower has complied with any obligation to deliver Cash Collateral in respect of such Facility LC pursuant to the terms of this Agreement), to the extent such amount is not reimbursed by the Borrower pursuant to Section 2.19(f) below and there are not funds available in the Facility LC Collateral Account to cover the same2.20.6 below, plus (ii) interest on the foregoing amount to be reimbursed by such Lender, for each day from the date of such LC Issuer’s 's demand for such reimbursement (or, if such demand is made after 9:00 11:00 a.m. (Pacific time) on such date, from the next succeeding Business Day) to the date on which such Lender pays the amount to be reimbursed by it, at a rate of interest per annum equal to the Federal Funds Effective Rate for the first three (3) days and, thereafter, at a rate of interest equal to the rate applicable to Base Floating Rate Advances.

Administration; Reimbursement by Lenders. Upon receipt from the beneficiary of any Facility LC of any demand for payment under such Facility LC, the applicable LC Issuer shall notify the Administrative Agent and the Administrative Agent shall promptly notify the Borrower and each other Lender as to the amount to be paid by such LC Issuer as a result of such demand and the proposed payment date (the “LC Payment Date”). The responsibility of each an LC Issuer to the Borrower and each Lender shall be only to determine that the documents (including each demand for payment) delivered under each Facility LC in connection with such presentment shall be in conformity in all material respects with such Facility LC. Each LC Issuer shall endeavor to exercise the same care in the issuance and administration of the Facility LCs as it does with respect to letters of credit in which no participations are granted, it being understood that in the absence of any gross negligence or willful misconduct by such the applicable LC Issuer, each Lender shall be unconditionally and irrevocably liable liable, without regard to the occurrence of the Termination Date (but subject to Section 2.17), the occurrence of any Event of Default or Unmatured Event of Default or any condition precedent whatsoever, to reimburse such LC Issuer on demand for (i) such Lender’s Pro Rata Share of the amount of each payment made by such LC Issuer under each any Facility LC to the extent such amount is not reimbursed by the Borrower pursuant to Section 2.19(f) below and there are not funds available in the Facility LC Collateral Account to cover the same2.16.6, plus (ii) interest on the foregoing amount to be reimbursed by such Lender, for each day from the date of such LC Issuer’s demand for such reimbursement (or, if such demand is made after 9:00 a.m. (Pacific time) 11:00 A.M. on such dateday, from the next succeeding Business Day) to the date on which such Lender pays the amount to be reimbursed by it, at a rate of interest per annum equal to the Federal Funds Effective Rate for the first three (3) days and, thereafter, at a rate of interest equal to the rate applicable to Base Rate AdvancesRate.

Administration; Reimbursement by Lenders. Upon receipt from the beneficiary of any Facility LC of any demand for payment under such Facility LC, the applicable LC Issuer shall notify the Administrative Agent and the Administrative Agent shall promptly notify the Borrower and each other Lender as to the amount to be paid by such LC Issuer as a result of such demand and the proposed payment date (the “LC Payment Date”). The responsibility of each such LC Issuer to the Borrower and each Lender shall be only to determine that the documents (including each demand for payment) delivered under each Facility LC in connection with such presentment shall be in conformity in all material respects with such Facility LC. Each LC Issuer shall endeavor to exercise the same care in the issuance and administration of the Facility LCs as it does with respect to letters of credit in which no participations are granted, it being understood that in the absence of any gross negligence or willful misconduct by such LC Issuer, each Lender shall be unconditionally and irrevocably liable without regard to the occurrence of any Event of Default or Unmatured Default or any condition precedent whatsoever, to reimburse such LC Issuer on demand for (i) such Lender’s Pro Rata Share of the amount of each payment made by such LC Issuer under each Facility LC to the extent such amount is not reimbursed by the Borrower pursuant to Section 2.19(f2.18(f) below and there are not funds available in the Facility LC Collateral Account to cover the samebelow, plus (ii) interest on the foregoing amount to be reimbursed by such Lender, for each day from the date of such LC Issuer’s demand for such reimbursement (or, if such demand is made after 9:00 a.m. (Pacific time) 12:00 noon on such date, from the next succeeding Business Day) to the date on which such Lender pays the amount to be reimbursed by it, at a rate of interest per annum equal to the Federal Funds Effective Rate for the first three (3) days and, thereafter, at a rate of interest equal to the rate applicable to Base Floating Rate Advances.

Administration; Reimbursement by Lenders. Upon receipt from the beneficiary of any Facility LC of any demand for payment under such Facility LC, the applicable LC Issuer shall notify the Administrative Agent and the Administrative Agent shall promptly notify the Borrower Company and each other Revolving Lender as to the amount to be paid by such the LC Issuer as a result of such demand and the proposed payment date (the “LC Payment Date”). The responsibility of each the LC Issuer to the Borrower Company and each Revolving Lender shall be only to determine that the documents (including each demand for payment) delivered under each Facility LC in connection with such presentment shall be in conformity in all material respects with such Facility LC. Each The LC Issuer shall endeavor to exercise the same care in the issuance and administration of the Facility LCs as it does with respect to letters of credit in which no participations are granted, it being understood that in the absence of any gross negligence or willful misconduct by such the LC Issuer, each Revolving Lender shall be unconditionally and irrevocably liable without regard to the occurrence of any Event of Default or any condition precedent whatsoever, to reimburse such the LC Issuer on demand for (i) such Revolving Lender’s Revolving Loan Pro Rata Share of the amount of each payment made by such the LC Issuer under each Facility LC to the extent such amount is not reimbursed by the Borrower Company pursuant to Section 2.19(f) below and there are not funds available in the Facility LC Collateral Account to cover the same2.19.6 below, plus (ii) interest on the foregoing amount to be reimbursed by such Revolving Lender, for each day from the date of such the LC Issuer’s demand for such reimbursement (or, if such demand is made after 9:00 11:00 a.m. (Pacific Chicago time) on such date, from the next succeeding Business Day) to the date on which such Revolving Lender pays the amount to be reimbursed by it, at a rate of interest per annum equal to the Federal Funds Effective Rate for the first three (3) days and, thereafter, at a rate of interest equal to the rate applicable to Base Floating Rate Advances.

Administration; Reimbursement by Lenders. Upon receipt from the beneficiary of any Facility LC of any demand for payment under such Facility LC, the applicable LC Issuer shall notify the Administrative Agent and the Administrative Agent shall promptly notify the Borrower Company and each other Lender as to the amount to be paid by such the LC Issuer as a result of such demand and the proposed payment date (the “LC Payment Date”). The responsibility of each the LC Issuer to the Borrower Company and each Lender shall be only to determine that the documents (including each demand for payment) delivered under each Facility LC in connection with such presentment shall be in conformity in all material respects with such Facility LC. Each The LC Issuer shall endeavor to exercise the same care in the issuance and administration of the Facility LCs as it does with respect to letters of credit in which no participations are granted, it being understood that in the absence of any gross negligence or willful misconduct by such the LC Issuer, each Lender shall be unconditionally and irrevocably liable without regard to the occurrence of any Event of Default or any condition precedent whatsoever, to reimburse such the LC Issuer on demand for (i) such Lender’s 's Pro Rata Share of the amount of each payment made by such the LC Issuer under each Facility LC to the extent such amount is not reimbursed by the Borrower Company pursuant to Section 2.19(f) below and there are not funds available in the Facility LC Collateral Account to cover the samebelow, plus (ii) interest on the foregoing amount to be reimbursed by such Lender, for each day from the date of such the LC Issuer’s 's demand for such reimbursement (or, if such demand is made after 9:00 11:00 a.m. (Pacific Chicago time) on such date, from the next succeeding Business Day) to the date on which such Lender pays the amount to be reimbursed by it, at a rate of interest per annum equal to the Federal Funds Effective Rate for the first three (3) days and, thereafter, at a rate of interest equal to the rate applicable to Base Floating Rate Advances.

Administration; Reimbursement by Lenders. Upon receipt from the beneficiary of any Facility LC of any demand for payment under such Facility LC, the applicable LC Issuer shall notify the Administrative Agent and the Administrative Agent shall promptly notify the Borrower and each other Lender as to the amount to be paid by such the LC Issuer as a result of such demand and the proposed payment date (the “LC Payment Date”). The responsibility of each the LC Issuer to the Borrower and each Lender shall be only to determine that the documents (including each demand for payment) delivered under each Facility LC in connection with such presentment shall be in conformity in all material respects with such Facility LC. Each The LC Issuer shall endeavor to exercise the same care in the issuance and administration of the Facility LCs as it does with respect to letters of credit in which no participations are granted, it being understood that in the absence of any gross negligence or willful misconduct by such the LC Issuer, each Lender shall be unconditionally and irrevocably liable without regard to the occurrence of any Event of Default or any condition precedent whatsoever, to reimburse such the LC Issuer on demand for (i) such Lender’s Pro Rata Share of the amount of each payment made by such the LC Issuer under each Facility LC to the extent such amount is not reimbursed by the Borrower pursuant to Section 2.19(f) below and there are not funds available in the Facility LC Collateral Account to cover the same, plus (ii) interest on the foregoing amount to be reimbursed by such Lender, for each day from the date of such the LC Issuer’s demand for such reimbursement (or, if such demand is made after 9:00 11:00 a.m. (Pacific St. Louis, Missouri time) on such date, from the next succeeding Business Day) to the date on which such Lender pays the amount to be reimbursed by it, at a rate of interest per annum equal to the Federal Funds Effective Rate for the first three (3) days and, thereafter, at a rate of interest equal to the rate applicable to Base Rate Advances.

Administration; Reimbursement by Lenders. Upon receipt from the beneficiary of any Facility LC of any demand for payment under such Facility LC, the applicable LC Issuer shall notify the Administrative Agent and the Administrative Agent shall promptly notify the Borrower and each other Lender as to the amount to be paid by such the LC Issuer as a result of such demand and the proposed payment date (the “LC Payment Date”). The responsibility of each LC Issuer to the Borrower and each Lender shall be only to determine that the documents (including each demand for payment) delivered under each Facility LC in connection with such presentment shall be in conformity in all material respects with such Facility LC. Each LC Issuer shall endeavor to exercise the same care in the issuance and administration of the Facility LCs as it does with respect to letters of credit in which no participations are granted, it being understood that in the absence of any gross negligence or willful misconduct by such LC Issuer, each . Each Lender shall be unconditionally and irrevocably liable without regard to the occurrence of any Event of Default or any condition precedent whatsoever, to reimburse such LC Issuer on demand for (i) such Lender’s Pro Rata Share of the amount of each payment made by such LC Issuer under each Facility LC with respect to any drawing or other demand for payment made by a beneficiary thereunder to the extent such amount is not reimbursed by the Borrower pursuant to Section 2.19(f) below and there are not funds available in the Facility LC Collateral Account to cover the same2.20.6 below, plus (ii) interest on the foregoing amount to be reimbursed by such Lender, for each day from the date of such LC Issuer’s demand for such reimbursement (or, if such demand is made after 9:00 11:00 a.m. (Pacific time) on such date, from the next succeeding Business Day) to the date on which such Lender pays the amount to be reimbursed by it, at a rate of interest per annum equal to the Federal Funds Effective Rate for the first three (3) days and, thereafter, at a rate of interest equal to the rate applicable to Base Floating Rate Advances.

Administration; Reimbursement by Lenders. Upon receipt from the beneficiary of any Facility LC of any demand for payment under such Facility LC, the applicable LC Issuer shall notify the Administrative Agent, the European Administrative Agent, or the Canadian Administrative Agent, as applicable (with a copy to the Administrative Agent, in the case of any such notice provided by the European Administrative Agent or the Canadian Administrative Agent), and the Administrative Agent shall promptly notify the applicable Borrower and each other Lender as to the amount demanded to be paid by such LC Issuer as a result of such demand and the proposed payment date. Upon its determination to honor any such demand for payment, the applicable LC Issuer shall promptly notify the Administrative Agent, the European Administrative Agent, or the Canadian Administrative Agent, as applicable, and the applicable Borrower and the Administrative Agent, the European Administrative Agent, or the Canadian Administrative Agent, as applicable, shall promptly notify each other Lender (with a copy to the Administrative Agent, in the case of any such notice provided by the European Administrative Agent or the Canadian Administrative Agent) of such determination and of the LC Issuer's intended payment date therefor (the “"LC Payment Date”"). The responsibility of each such LC Issuer to the Borrower Borrowers, the relevant Subsidiaries, and each Lender shall be only to determine that the documents (including each demand for payment) delivered under each Facility LC in connection with such presentment shall be in conformity in all material respects with such Facility LC. Each LC Issuer shall endeavor to exercise the same care in the issuance and administration of the Facility LCs as it does with respect to letters of credit in which no participations are grantedgranted (or with respect to bank guaranties which are not backed by letters of credit, as applicable), it being understood that in the absence of any gross negligence or willful misconduct by such LC Issuer, each Lender shall be unconditionally and irrevocably liable without regard to the occurrence of any Event of Default or any condition precedent whatsoever, to reimburse such LC Issuer on demand for (ia) such Lender’s 's Pro Rata Share of the amount of each payment made by such LC Issuer under each Facility LC (other than any Bank Guaranty), in the currency of such Facility LC, to the extent such amount is not reimbursed by the applicable Borrower pursuant to Section 2.19(f) below and there are not funds available in the Facility LC Collateral Account to cover the same2.26.6 below, plus (iib) interest on the foregoing amount to be reimbursed by such Lender, for each day from the date of such LC Issuer’s 's demand for such reimbursement (or, if such demand is made after 9:00 11:00 a.m. (Pacific Central time) in the case of a Facility LC in US Dollars, 11:00 a.m. (Toronto time), in the case of a Facility LC in Canadian Dollars, or 11:00 a.m. (London time) in the case of a Facility LC in a currency other than US Dollars or Canadian Dollars, on such date, from the next succeeding Business Day) to the date on which such Lender pays the amount to be reimbursed by it, at a rate of interest per annum equal to the Federal Funds Effective Rate or, in the case of an amount payable in a currency other than Dollars, the overdraft cost or other applicable rate determined by the European Administrative Agent or Canadian Administrative Agent in its discretion as the appropriate rate for interbank settlements for the first three (3) days and, thereafter, at a rate of interest equal to the rate then payable by the applicable to Base Rate AdvancesBorrower on such amount.

Administration; Reimbursement by Lenders. Upon receipt from the beneficiary of any Facility LC of any demand for payment under such Facility LC, the applicable LC Issuer shall notify the Administrative Agent and the Administrative Agent shall promptly notify the applicable Borrower and each other Lender as to the amount to be paid by such the LC Issuer as a result of such demand and the proposed payment date (the “LC Payment Date”). The responsibility of each the LC Issuer to the applicable Borrower and each Lender shall be only to determine that the documents (including each demand for payment) delivered under each Facility LC in connection with such presentment shall be in conformity in all material respects with such Facility LC. Each The LC Issuer shall endeavor to exercise the same care in the issuance and administration of the Facility LCs as it does with respect to letters Letters of credit Credit in which no participations are granted, it being understood that in the absence of any gross negligence or willful misconduct by such the LC Issuer, each Lender shall be unconditionally and irrevocably liable without regard to the occurrence of any Event of Default or any condition precedent whatsoever, to reimburse such the LC Issuer on demand for (i) such Lender’s Pro Rata Share of the amount of each payment made by such the LC Issuer under each Facility LC to the extent such amount is not reimbursed by the applicable Borrower pursuant to Section 2.19(f2.22(f) below and there are not funds available in the Facility LC Collateral Account to cover the samebelow, plus (ii) interest on the foregoing amount to be reimbursed by such Lender, for each day from the date of such the LC Issuer’s demand for such reimbursement (or, if such demand is made after 9:00 11:00 a.m. (Pacific Chicago time) on such date, from the next succeeding Business Day) to the date on which such Lender pays the amount to be reimbursed by it, at a rate of interest per annum equal to the Federal Funds Effective Rate for the first three (3) days and, thereafter, at a rate of interest equal to the rate applicable to Base Rate Advancesthe relevant Loan.

Administration; Reimbursement by Lenders. Upon receipt from the beneficiary of any Facility LC of any demand for payment under such Facility LC, the applicable LC Issuer shall notify the Administrative Agent and the Administrative Agent shall promptly notify the Borrower and each other Lender as to the amount to be paid by such the LC Issuer as a result of such demand and the proposed payment date (the “LC Payment Date”). The responsibility of each the LC Issuer to the Borrower and each Lender shall be only to determine that the documents (including each demand for payment) delivered under each Facility LC in connection with such presentment shall be in conformity in all material respects with such Facility LC. Each The LC Issuer shall endeavor to exercise the same care in the issuance and administration of the Facility LCs as it does with respect to letters of credit in which no participations are granted, it being understood that in the absence of any gross negligence or willful misconduct by such the LC Issuer, each Lender shall be unconditionally and irrevocably liable without regard to the occurrence of any Event of Default or any condition precedent whatsoever, to reimburse such the LC Issuer on demand for (i) such Lender’s Pro Rata Share of the amount of each payment made by such the LC Issuer under each Facility LC to the extent such amount is not reimbursed by the Borrower pursuant to Section 2.19(f2.1.2(e) below and there are not funds available in the Facility LC Collateral Account to cover the samebelow, plus (ii) interest on the foregoing amount to be reimbursed by such Lender, for each day from the date of such the LC Issuer’s demand for such reimbursement (or, if such demand is made after 9:00 11:00 a.m. (Pacific Chicago time) on such date, from the next succeeding Business Day) to the date on which such Lender pays the amount to be reimbursed by it, at a rate of interest per annum equal to the Federal Funds Effective Rate for the first three (3) days and, thereafter, at a rate of interest equal to the rate applicable to Base Floating Rate Advances.

Administration; Reimbursement by Lenders. Upon receipt from the beneficiary of any Facility LC Letter of Credit of any demand for payment under such Facility LCLetter of Credit, the applicable LC Issuer shall notify the Administrative Agent and the Borrower and the Administrative Agent shall promptly notify the Borrower and each other Lender as to of the amount to be paid by such LC Issuer as a result of such demand and the proposed payment date (the “LC Letter of Credit Payment Date”). After honoring any demand for payment under any Letter of Credit, the applicable Issuer shall, upon the request of the Borrower, send to the Borrower the beneficiary statement or an accurate copy of such beneficiary statement pursuant to which the applicable beneficiary requested payment. The responsibility of each LC any Issuer to the Borrower and each Lender shall be only to determine that the documents (including each demand for payment) delivered under each Facility LC Letter of Credit issued by such Issuer in connection with such presentment shall be a demand for payment are in conformity in all material respects with such Facility LCLetter of Credit. Each LC Issuer shall endeavor to exercise the same care in the its issuance and administration of the Facility LCs Letters of Credit as it does with respect to letters of credit in which no participations are granted, it being understood that in the absence of any gross negligence or willful misconduct by such LC Issuer, each Lender shall be unconditionally and irrevocably liable obligated, without regard to the occurrence of any Event of Default or any condition precedent whatsoever, to reimburse (and the Administrative Agent may apply Cash Collateral for this purpose) such LC Issuer on demand for (i) such Lender’s Pro Rata Share of the amount of each payment made by such LC Issuer under each Facility LC Letter of Credit to the extent such amount is not reimbursed by the Borrower pursuant to Section 2.19(f) below and there are not funds available in below, plus, without limiting the Facility LC Collateral Account to cover the sameother provisions of this Agreement, plus (ii) interest on the foregoing amount to be reimbursed by such Lenderamount, for each day from the date of the applicable payment by such LC Issuer’s demand for such reimbursement (or, if such demand is made after 9:00 a.m. (Pacific time) on such date, from the next succeeding Business Day) Issuer to the date on which such Lender pays the amount to be Issuer is reimbursed by itsuch Lender for its Pro Rata Share thereof, at a rate of interest per annum equal to the greater of the Federal Funds Effective Rate for the first three (3) days and, thereafter, at and a rate of interest equal to determined by the rate applicable to Base Rate AdvancesIssuer in accordance with banking industry rules on interbank compensation, plus (iii) any administrative, processing or similar fees customarily charged by the applicable Issuer in connection with the foregoing.

Administration; Reimbursement by Lenders. Upon receipt by an LC Issuer from the beneficiary of any Facility LC of any demand for payment under such Facility LC, the applicable such LC Issuer shall notify the Administrative Agent and the Administrative Agent shall promptly notify the Borrower and each other Lender as to the amount to be paid by such LC Issuer as a result of such demand and the proposed payment date (the “LC Payment Date”). The responsibility of each the LC Issuer to the Borrower and each Lender shall be only to determine that the documents (including each demand for payment) delivered under each Facility LC in connection with such presentment shall be in conformity in all material respects with such Facility LC. Each LC Issuer shall endeavor to exercise the same care in the issuance and administration of the Facility LCs issued by it as it does with respect to letters of credit in which no participations are granted, it being understood that in the absence of any gross negligence or willful misconduct by such an LC Issuer, each Lender shall be unconditionally and irrevocably liable without regard to the occurrence of any Event of Default or any condition precedent whatsoever, to reimburse such LC Issuer on demand for (i) such Lender’s Pro Rata Share of the amount of each payment made by such LC Issuer under each Facility LC to the extent such amount is not reimbursed by the Borrower pursuant to Section 2.19(f) below and there are not funds available in the Facility LC Collateral Account to cover the same2.19.7 below, plus (ii) interest on the foregoing amount to be reimbursed by such Lender, for each day from the date of such LC Issuer’s demand for such reimbursement (or, if such demand is made after 9:00 11:00 a.m. (Pacific Central time) on such date, from the next succeeding Business Day) to the date on which such Lender pays the amount to be reimbursed by it, at a rate of interest per annum equal to the Federal Funds Effective Rate for the first three (3) days and, thereafter, at a rate of interest equal to the rate applicable to Alternate Base Rate AdvancesRate.

Administration; Reimbursement by Lenders. Upon receipt from the beneficiary of any Facility LC of any demand for payment under such Facility LC, the applicable LC Issuer shall notify the Administrative Agent and the Administrative Agent shall promptly notify the Borrower and each other Lender as to the amount to be paid by such the LC Issuer as a result of such demand and the proposed payment date (the “"LC Payment Date”"). The responsibility of each the LC Issuer to the Borrower and each Lender shall be only to determine that the documents (including each demand for payment) delivered under each Facility LC in connection with such presentment shall be in conformity in all material respects with such Facility LC. Each The LC Issuer shall endeavor to exercise the same care in the issuance and administration of the Facility LCs as it does with respect to letters of credit in which no participations are granted, it being understood that in the absence of any gross negligence or willful misconduct by such the LC Issuer, each Lender shall be unconditionally and irrevocably liable without regard to the occurrence of any Event of Default or any condition precedent whatsoever, to reimburse such the LC Issuer on demand for (i) such Lender’s 's Pro Rata Share of the amount of each payment made by such the LC Issuer under each Facility LC to the extent such amount is not reimbursed by the Borrower pursuant to Section 2.19(f) below and there are not funds available in the Facility LC Collateral Account to cover the same2.19.6 below, plus (ii) interest on the foregoing amount to be reimbursed by such Lender, for each day from the date of such the LC Issuer’s 's demand for such reimbursement (or, if such demand is made after 9:00 11:00 a.m. (Pacific Chicago, Illinois time) on such date, from the next succeeding Business Day) to the date on which such Lender pays the amount to be reimbursed by it, at a rate of interest per annum equal to the Federal Funds Effective Rate for the first three (3) days and, thereafter, at a rate of interest equal to the rate applicable to Base Floating Rate Advances. 2.19.6.

Administration; Reimbursement by Lenders. Upon receipt from the beneficiary of any Facility LC of any demand for payment under such Facility LC, the applicable LC Issuer shall notify the Administrative Agent and the Administrative Agent shall promptly notify the Borrower and each other Lender as to the amount to be paid by such the LC Issuer as a result of such demand and the proposed payment date (the “"LC Payment Date”"). The responsibility of each the LC Issuer to the Borrower and each Lender shall be only to determine that the documents (including each demand for payment) delivered under each Facility LC in connection with such presentment shall be in conformity in all material respects with such Facility LC. Each The LC Issuer shall endeavor to exercise the same care in the issuance and administration of the Facility LCs as it does with respect to letters of credit in which no participations are granted, it being understood that in the absence of any gross negligence or willful misconduct by such the LC Issuer, each Lender shall be unconditionally and irrevocably liable without regard to the occurrence of any Event of Default or any condition precedent whatsoever, to reimburse such the LC Issuer on demand for (i) such Lender’s 's Pro Rata Share of the amount of each payment made by such the LC Issuer under each Facility LC to the extent such amount is not reimbursed by the Borrower pursuant to Section 2.19(f) below and there are not funds available in the Facility LC Collateral Account to cover the same2.19.6 below, plus (ii) interest on the foregoing amount to be reimbursed by such Lender, for each day from the date of such the LC Issuer’s 's demand for such reimbursement (or, if such demand is made after 9:00 11:00 a.m. (Pacific Dallas time) on such date, from the next succeeding Business Day) to the date on which such Lender pays the amount to be reimbursed by it, at a rate of interest per annum equal to the Federal Funds Effective Rate for the first three (3) days and, thereafter, at a rate of interest equal to the rate applicable to Base Floating Rate Advances.

Administration; Reimbursement by Lenders. Upon receipt from the beneficiary of any Facility LC of any demand for payment under such Facility LC, the applicable LC Issuer shall notify the Administrative Agent and the Administrative Agent shall promptly notify the Borrower Borrowers and each other Lender as to the amount to be paid by such LC Issuer as a result of such demand and the proposed payment date (the “LC Payment Date”). The responsibility of each the applicable LC Issuer to the Borrower Borrowers and each Lender shall be only to determine that the documents (including each demand for payment) delivered under each Facility LC in connection with such presentment shall be in conformity in all material respects with such Facility LC. Each LC Issuer shall endeavor to exercise the same care in the issuance and administration of the Facility LCs as it does with respect to letters of credit in which no participations are granted, it being understood that in the absence of any gross negligence or willful misconduct by such any LC Issuer, each Lender shall be unconditionally and irrevocably liable without regard to the occurrence of any Event of Default or any condition precedent whatsoever, to reimburse such each LC Issuer on demand for (i) such Lender’s Pro Rata Share of the amount of each payment made by such LC Issuer under each Facility LC to the extent such amount is not reimbursed by the Borrower Borrowers pursuant to Section 2.19(f2.19(g) below and there are not funds available in the Facility LC Collateral Account to cover the same, plus (ii) interest on the foregoing amount to be reimbursed by such Lender, for each day from the date of such any LC Issuer’s demand for such reimbursement (or, if such demand is made after 9:00 11:00 a.m. (Pacific Central time) on such date, from the next succeeding Business Day) to the date on which such Lender pays the amount to be reimbursed by it, it at a rate the greater of interest per annum equal to the Federal Funds Effective Rate for the first three (3) days and, thereafter, at and a rate of interest equal to determined by the rate applicable to Base Rate AdvancesAdministrative Agent in accordance with banking industry rules on interbank compensation.

Administration; Reimbursement by Lenders. Upon receipt from the beneficiary of any Facility LC of any demand for payment under such Facility LC, the applicable LC Issuer shall notify the Administrative Agent and the Administrative Agent shall promptly notify the Borrower and each other Lender as to the Dollar Equivalent of the amount to be paid by such LC Issuer as a result of such demand and the proposed payment date (the “LC Payment Date”). The responsibility of each an LC Issuer to the Borrower and each Lender shall be only to determine that the documents (including each demand for payment) delivered under each Facility LC in connection with such presentment shall be in conformity in all material respects with such Facility LC. Each LC Issuer shall endeavor to exercise the same care in the issuance and administration of the Facility LCs as it does with respect to letters of credit in which no participations are granted, it being understood that in the absence of any gross negligence or willful misconduct by such LC Issuer, each Lender shall be unconditionally and irrevocably liable liable, without regard to the occurrence of the Termination Date (but subject to Sections 2.17 and 2.16.12), the occurrence of any Event of Default or Unmatured Event of Default or any condition precedent whatsoever, to reimburse such LC Issuer on demand for (i) such Lender’s Pro Rata Share of the Dollar Equivalent of the amount of each payment made by such LC Issuer under each any Facility LC to the extent such amount is not reimbursed by the Borrower pursuant to Section 2.19(f) below and there are not funds available in 2.16.6 (subject to the Facility LC Collateral Account to cover the sameprovisions of Section 2.16.2), plus (ii) interest on the foregoing amount to be reimbursed by such Lender, for each day from the date of such LC Issuer’s demand for such reimbursement (or, if such demand is made after 9:00 a.m. (Pacific time) 11:00 A.M. on such dateday, from the next succeeding Business Day) to the date on which such Lender pays the amount to be reimbursed by it, at a rate of interest per annum equal to the Federal Funds Effective Rate for the first three (3) days and, thereafter, at a rate of interest equal to the rate applicable to Alternate Base Rate AdvancesRate.

Administration; Reimbursement by Lenders. Upon receipt from the beneficiary of any Facility LC of any demand for payment under such Facility LC, the applicable LC Issuer that issued such Facility LC shall notify the Administrative Agent and the Administrative Agent shall promptly notify the Borrower and each other Lender as to the amount to be paid by such LC Issuer as a result of such demand and the proposed payment date (the “LC Payment Date”). The responsibility of each LC Issuer to the Borrower and each Lender shall be only to determine that the documents (including each demand for payment) delivered under each Facility LC in connection with such presentment shall be in conformity in all material respects with such Facility LC. Each LC Issuer shall endeavor to exercise the same care in the issuance and administration of the Facility LCs issued by it as it does with respect to letters of credit in which no participations are granted, it being understood that in the absence of any gross negligence or willful misconduct by such LC Issuer, each Lender shall be unconditionally and irrevocably liable without regard to the occurrence of any Event of Default or any condition precedent whatsoever, to reimburse such LC Issuer on demand for (i) such Lender’s Pro Rata Share of the amount of each payment made by such LC Issuer under each Facility LC issued by such LC Issuer to the extent such amount is not reimbursed by the Borrower pursuant to Section 2.19(f) below and there are not funds available in the Facility LC Collateral Account to cover the same2.19.6 below, plus (ii) interest on the foregoing amount to be reimbursed by such Lender, for each day from the date of such LC Issuer’s demand for such reimbursement (or, if such demand is made after 9:00 11:00 a.m. (Pacific Chicago time) on such date, from the next succeeding Business Day) to the date on which such Lender pays the amount to be reimbursed by it, at a rate of interest per annum equal to the Federal Funds Effective Rate for the first three (3) days and, thereafter, at a rate of interest equal to the rate applicable to Base Floating Rate Advances.

Administration; Reimbursement by Lenders. Upon receipt from the beneficiary of any Facility LC of any demand for payment under such Facility LC, the applicable each LC Issuer shall notify the Administrative Agent and the Administrative Agent shall promptly notify the Borrower and each other Lender as to the amount to be paid by such LC Issuer as a result of such demand and the proposed payment date (the “"LC Payment Date”PAYMENT DATE"). The responsibility of each such LC Issuer to the Borrower and each Lender shall be only to determine that the documents (including each demand for payment) delivered under each Facility LC in connection with such presentment shall be in conformity in all material respects with such Facility LC. Each The LC Issuer shall endeavor to exercise the same care in the issuance and administration of the Facility LCs LC's as it does with respect to letters of credit in which no participations are granted, it being understood that in the absence of any gross negligence or willful misconduct by such LC Issuer, each Lender shall be unconditionally and irrevocably liable without regard to the occurrence of any Event of Default or any condition precedent whatsoever, to reimburse such LC Issuer on demand for (i) such Lender’s 's Revolving Loan Pro Rata Share of the amount of each payment made by such LC Issuer under each Facility LC to the extent such amount is not reimbursed by the Borrower pursuant to Section 2.19(f) below and there are not funds available in the Facility LC Collateral Account to cover the same2.19.6 below, plus (ii) interest on the foregoing amount to be reimbursed by such Lender, for each day from the date of such LC Issuer’s 's demand for such reimbursement (or, if such demand is made after 9:00 11:00 a.m. (Pacific Chicago time) on such date, from the next succeeding Business Day) to the date on which such Lender pays the amount to be reimbursed by it, at a rate of interest per annum equal to the Federal Funds Effective Rate for the first three (3) days and, thereafter, at a rate of interest equal to the rate applicable to Base Floating Rate Advances.

Administration; Reimbursement by Lenders. Upon receipt from the beneficiary of any Facility LC of any demand for payment under such Facility LC, the applicable LC Issuer shall notify the Administrative Agent and the Administrative Agent shall promptly notify the Borrower and each other Lender as to the amount to be paid by such the LC Issuer as a result of such demand and the proposed payment date (the “LC Payment Date”). The responsibility of each the LC Issuer to the Borrower and each Lender shall be only to determine that the documents (including each demand for payment) delivered under each Facility LC in connection with such presentment shall be in conformity in all material respects with such Facility LC. Each The LC Issuer shall endeavor to exercise the same care in the issuance and administration of the Facility LCs as it does with respect to letters of credit in which no participations are granted, it being understood that in the absence of any gross negligence or willful misconduct by such the LC Issuer, each Lender shall be unconditionally and irrevocably liable without regard to the occurrence of any Event of Default or any condition precedent whatsoever, to reimburse such the LC Issuer on demand for (i) such Lender’s Pro Rata Share of the amount of each payment made by such the LC Issuer under each Facility LC to the extent such amount is not reimbursed by the Borrower pursuant to Section 2.19(f2.1.2(e) below and there are not funds available in the Facility LC Collateral Account to cover the samebelow, plus (ii) interest on the foregoing amount to be reimbursed by such Lender, for each day from the date of such the LC Issuer’s demand for such reimbursement (or, if such demand is made after 9:00 11:00 a.m. (Pacific Chicago time) on such date, from the next succeeding Business Day) to the date on which such Lender pays the amount to be reimbursed by it, at a rate of interest per annum equal to the Federal Funds Effective Rate for the first three (3) days and, thereafter, at a rate of interest equal to the rate applicable to Base Floating Rate Advances.

Administration; Reimbursement by Lenders. Upon receipt from the beneficiary of any Facility LC of any demand for payment under such Facility LC, the applicable LC Issuer shall notify the Administrative Agent and the Administrative Agent shall promptly notify the Borrower and each other Lender as to the amount to be paid by such the LC Issuer as a result of such demand and the proposed payment date (the “"LC Payment Date”"). The responsibility of each the LC Issuer to the Borrower and each Lender shall be only to determine that the documents (including each demand for payment) delivered under each Facility LC in connection with such presentment shall be in conformity in all material respects with such Facility LC. Each The LC Issuer shall endeavor to exercise the same care in the issuance and administration of the Facility LCs as it does with respect to letters of credit in which no participations are granted, it being understood that in the absence of any gross negligence or willful misconduct by such the LC Issuer, each Lender shall be absolutely, unconditionally and irrevocably liable (and such obligation shall not be affected by any circumstance, including, without regard to limitation, (A) any set-off, counterclaim, recoupment, defense or other right which such Lender has or may have against the LC Issuer, the Agent or the Borrower or any if its Subsidiaries or anyone else for any reason whatsoever; (B) the occurrence or continuance of any Event of an Unmatured Default or a Default; (C) any adverse change in the condition precedent (financial or otherwise) of the Borrower or any of its Subsidiaries or any other Guarantor; (D) any breach of this Agreement or any other Loan Document by any other Lender, the Borrower or any Guarantor; or (E) any other circumstance, happening or event whatsoever, whether or not similar to any of the foregoing ,including without limitation the Borrower's failure to satisfy any conditions contained in Article IV or any other provision of this Agreement) to reimburse such the LC Issuer on demand for (i) such Lender’s 's Pro Rata Share of the amount of each payment made by such the LC Issuer under each Facility LC to the extent such amount is not reimbursed by the Borrower pursuant to Section 2.19(f) below and there are not funds available in the Facility LC Collateral Account to cover the same2.19.6 below, plus (ii) interest on the foregoing amount to be reimbursed by such Lender, for each day from the date of such the LC Issuer’s 's demand for such reimbursement (or, if such demand is made after 9:00 11:00 a.m. (Pacific Detroit time) on such date, from the next succeeding Business Day) to the date on which such Lender pays the amount to be reimbursed by it, at a rate of interest per annum equal to the Federal Funds Effective Rate for the first three (3) days and, thereafter, at a rate of interest equal to the rate applicable to Base Floating Rate Advances.

Administration; Reimbursement by Lenders. Upon receipt by an LC Issuer from the beneficiary of any Facility LC of any demand for payment under a Facility LC issued by such Facility LCLC Issuer, the applicable such LC Issuer shall notify the Administrative Agent and the Administrative Agent shall promptly notify the Borrower and each other Lender as to the amount to be paid by such the LC Issuer as a result of such demand and the proposed payment date (the “"LC Payment Date”"). The responsibility of each the LC Issuer to the Borrower and each Lender shall be only to determine that the documents (including each demand for payment) delivered under each Facility LC in connection with such presentment shall be in conformity in all material respects with such Facility LC. Each An LC Issuer shall endeavor to exercise the same care in the issuance and administration of the Facility LCs as it does with respect to letters Letters of credit Credit in which no participations are granted, it being understood that in the absence of any gross negligence or willful misconduct by such an LC Issuer, each Lender shall be unconditionally and irrevocably liable without regard to the occurrence of any Event of Default or any condition precedent whatsoever, to reimburse such LC Issuer on demand for (i) such Lender’s 's Pro Rata Share of the amount of each payment made by such LC Issuer under each Facility LC to the extent such amount is not reimbursed by the Borrower pursuant to Section 2.19(f) below and there are not funds available in the Facility LC Collateral Account to cover the same4.6 below, plus (ii) interest on the foregoing amount to be reimbursed by such Lender, for each day from the date of such LC Issuer’s 's demand for such reimbursement (or, if such demand is made after 9:00 11:00 a.m. (Pacific time) on such date, from the next succeeding Business Day) to the date on which such Lender pays the amount to be reimbursed by it, at a rate of interest per annum equal to the Federal Funds Effective Rate for the first three (3) days and, thereafter, at a rate of interest equal to the rate applicable to Base Floating Rate Advances.

Administration; Reimbursement by Lenders. Upon receipt from the beneficiary of any Facility LC Letter of Credit of any demand for payment under such Facility LCLetter of Credit, the applicable LC Issuer shall notify the Administrative Agent and the Administrative Agent shall promptly notify the Borrower and each other Lender as to of the amount to be paid by such LC Issuer as a result of such demand and the proposed payment date (the “LC "Letter of Credit Payment Date”"). The responsibility of each LC any Issuer to the Borrower and each Lender shall be only to determine that the documents (including each demand for payment) delivered under each Facility LC Letter of Credit issued by such Issuer in connection with such presentment shall be a demand for payment are in conformity in all material respects with such Facility LCLetter of Credit. Each LC Issuer shall endeavor to exercise the same care in the its issuance and administration of the Facility LCs Letters of Credit as it does with respect to letters of credit in which no participations are granted, it being understood that in the absence of any gross negligence or willful misconduct by such LC Issuer, each Lender shall be unconditionally and irrevocably liable obligated, without regard to the occurrence of any Event of Default or any condition precedent whatsoever, to reimburse such LC Issuer on demand for (i) such Lender’s 's Pro Rata Share of the amount of each payment made by such LC Issuer under each Facility LC Letter of Credit to the extent such amount is not reimbursed by the Borrower pursuant to Section 2.19(f) below and there are not funds available in the Facility LC Collateral Account to cover the samebelow, plus (ii) interest on the foregoing amount to be reimbursed by such Lenderamount, for each day from the date of the applicable payment by such LC Issuer’s demand for such reimbursement (or, if such demand is made after 9:00 a.m. (Pacific time) on such date, from the next succeeding Business Day) Issuer to the date on which such Lender pays the amount to be Issuer is reimbursed by itsuch Lender for its Pro Rata Share thereof, at a rate of interest per annum equal to the Federal Funds Effective Rate or, beginning on third Business Day after demand for the first three (3) days andsuch amount by such Issuer, thereafter, at a rate of interest equal to the rate applicable to Base Floating Rate Advances.

Administration; Reimbursement by Lenders. Upon receipt from the beneficiary of any Facility LC Letter of Credit of any demand for payment under such Facility LCLetter of Credit, the applicable LC Issuer shall notify the Administrative Agent and the Administrative Agent shall promptly notify the Borrower and each other Lender as to of the amount to be paid by such LC Issuer as a result of such demand and the proposed payment date (the “LC Letter of Credit Payment Date”). The responsibility of each LC any Issuer to the Borrower and each Lender shall be only to determine that the documents (including each demand for payment) delivered under each Facility LC Letter of Credit issued by such Issuer in connection with such presentment shall be a demand for payment are in conformity in all material respects with such Facility LCLetter of Credit. Each LC Issuer shall endeavor to exercise the same care in the its issuance and administration of the Facility LCs Letters of Credit as it does with respect to letters of credit in which no participations are granted, it being understood that in the absence of any gross negligence or willful misconduct by such LC Issuer, each Lender shall be unconditionally and irrevocably liable obligated, without regard to the occurrence of any Event of Default or any condition precedent whatsoever, to reimburse such LC Issuer on demand for (ia) such Lender’s Pro Rata Share pro rata share of the amount of each payment made by such LC Issuer under each Facility LC Letter of Credit to the extent such amount is not reimbursed by the Borrower pursuant to Section 2.19(f2.17(g) below and there are not funds available in the Facility LC Collateral Account to cover the samebelow, plus (iib) interest on the foregoing amount to be reimbursed by such Lenderamount, for each day from the date of the applicable payment by such LC Issuer’s demand for such reimbursement (or, if such demand is made after 9:00 a.m. (Pacific time) on such date, from the next succeeding Business Day) Issuer to the date on which such Lender pays the amount to be Issuer is reimbursed by itsuch Lender for its pro rata share thereof, at a rate of interest per annum equal to the Federal Funds Effective Rate or, beginning on the third Business Day after demand for the first three (3) days andsuch amount by such Issuer, thereafter, at a rate of interest equal to the rate applicable to Base Floating Rate Advances.

Administration; Reimbursement by Lenders. Upon receipt from the beneficiary of any Facility LC of any demand for payment under such Facility LC, the applicable LC Issuer shall notify the Administrative Agent and the Administrative Agent shall promptly notify the Borrower and each other Lender as to the amount to be paid by such the LC Issuer as a result of such demand and the proposed payment date (the “LC Payment Date”). The responsibility of each the LC Issuer to the Borrower and each Lender shall be only to determine that the documents (including each demand for payment) delivered under each Facility LC in connection with such presentment shall be in conformity in all material respects with such Facility LC. Each The LC Issuer shall endeavor to exercise the same care in the issuance and administration of the Facility LCs as it does with respect to letters of credit in which no participations are granted, it being understood that in the absence of any gross negligence or willful misconduct by such the LC Issuer, each Lender shall be unconditionally and irrevocably liable without regard to the occurrence of any Event of Default or any condition precedent whatsoever, to reimburse such the LC Issuer on demand for (i) such Lender’s Revolving Loan Pro Rata Share of the amount of each payment made by such the LC Issuer under each Facility LC to the extent such amount is not reimbursed by the Borrower pursuant to Section 2.19(f) below and there are not funds available in the Facility LC Collateral Account to cover the same2.20.6 below, plus (ii) interest on the foregoing amount to be reimbursed by such Lender, for each day from the date of such the LC Issuer’s demand for such reimbursement (or, if such demand is made after 9:00 11:00 a.m. (Pacific Phoenix, Arizona time) on such date, from the next succeeding Business Day) to the date on which such Lender pays the amount to be reimbursed by it, at a rate of interest per annum equal to the Federal Funds Effective Rate for the first three (3) days and, thereafter, at a rate of interest equal to the rate applicable to Base Floating Rate Advances.

Administration; Reimbursement by Lenders. Upon receipt from the beneficiary of any Facility LC of any demand for payment under such Facility LC, the applicable LC Issuer shall notify the Administrative Agent and the Administrative Agent shall promptly notify the Borrower and each other Lender as to the amount to be paid by such the LC Issuer as a result of such demand and the proposed payment date (the “LC Payment Date”). The responsibility of each the LC Issuer to the Borrower and each Lender shall be only to determine that the documents (including each demand for payment) delivered under each Facility LC in connection with such presentment shall be in conformity in all material respects with such Facility LC. Each The LC Issuer shall endeavor to exercise the same care in the issuance and administration of the Facility LCs as it does with respect to letters of credit in which no participations are granted, it being understood that in the absence of any gross negligence or willful misconduct by such the LC Issuer, each Lender shall be unconditionally and irrevocably liable without regard to the occurrence of any Event of Default or any condition precedent whatsoever, to reimburse such the LC Issuer on demand for (i) such Lender’s Pro Rata Share of the amount of each payment made by such the LC Issuer under each Facility LC to the extent such amount is not reimbursed by the Borrower pursuant to Section 2.19(f) below and there are not funds available in the Facility LC Collateral Account to cover the same2.19.6 below, plus (ii) interest on the foregoing amount to be reimbursed by such Lender, for each day from the date of such the LC Issuer’s demand for such reimbursement (or, if such demand is made after 9:00 11:00 a.m. (Pacific Chicago time) on such date, from the next succeeding Business Day) to the date on which such Lender pays the amount to be reimbursed by it, at a rate of interest per annum equal to the Federal Funds Effective Rate for the first three (3) days and, thereafter, at a rate of interest equal to the rate applicable to Base Floating Rate Advances.

Administration; Reimbursement by Lenders. Upon receipt from the beneficiary of any Facility LC Letter of Credit of any demand for payment under such Facility LCLetter of Credit, the applicable LC Issuer shall notify the Administrative Agent and the Administrative Agent shall promptly notify the applicable Borrower and each other Revolving Lender as to of the amount to be paid by such LC Issuer as a result of such demand and the proposed payment date (the “LC Payment Date”)date. The responsibility of each LC any Issuer to the applicable Borrower and each Revolving Lender shall be only to determine that the documents (including each demand for payment) delivered under each Facility LC Letter of Credit issued by it in connection with such presentment shall be a demand for payment are in conformity in all material respects with such Facility LCLetter of Credit. Each LC Issuer shall endeavor to exercise the same care in the its issuance and administration of the Facility LCs Letters of Credit as it does with respect to letters of credit in which no participations are granted, it being understood that in the absence of any gross negligence or willful misconduct by such LC Issuer, each Lender shall shall, subject to Section 2.25, be unconditionally and irrevocably liable obligated, without regard to the occurrence of any Event of Default or any condition precedent whatsoever, to reimburse such LC Issuer on demand for (i) such Lender’s Pro Rata Share of the amount of each payment made by such LC Issuer under each Facility LC Letter of Credit issued by it to the extent such amount is not reimbursed by the Borrower Borrowers pursuant to Section 2.19(f) below and there are not funds available in the Facility LC Collateral Account to cover the same2.18(f), plus (ii) interest on the foregoing amount to be reimbursed by such Lenderamount, for each day from the date of the applicable payment by such LC Issuer’s demand for such reimbursement (or, if such demand is made after 9:00 a.m. (Pacific time) on such date, from the next succeeding Business Day) Issuer to the date on which such Lender pays the amount to be Issuer is reimbursed by itsuch Lender for its Pro Rata Share thereof, at a rate of interest per annum equal to the Federal Funds Effective Rate or, beginning on third Business Day after demand for the first three (3) days andsuch amount by such Issuer, thereafter, at a rate of interest equal to the rate applicable to Base Floating Rate Advances.

Administration; Reimbursement by Lenders. Upon receipt from the beneficiary of any Facility LC of any demand for payment under such Facility LC, the applicable LC Issuer shall notify the Administrative Agent and the Administrative Agent shall promptly notify the Borrower and each other Lender as to the amount to be paid by such the LC Issuer as a result of such demand and the proposed payment date (the “"LC Payment Date”"). The responsibility of each the LC Issuer to the Borrower and each Lender shall be only to determine that the documents (including each demand for payment) delivered under each Facility LC in connection with such presentment shall be in conformity in all material respects with such Facility LC. Each The LC Issuer shall endeavor to exercise the same care in the issuance and administration of the Facility LCs as it does with respect to letters of credit in which no participations are granted, it being understood that in the absence of any gross negligence or willful misconduct by such the LC Issuer, each Lender shall be unconditionally and irrevocably liable without regard to the occurrence of any Event of Default or any condition precedent whatsoever, to reimburse such the LC Issuer on demand for (i) such Lender’s 's Revolving Loan Pro Rata Share of the amount of each payment made by such the LC Issuer under each Facility LC to the extent such amount is not reimbursed by the Borrower pursuant to Section 2.19(f) below and there are not funds available in the Facility LC Collateral Account to cover the same2.19.6 below, plus (ii) interest on the foregoing amount to be reimbursed by such Lender, for each day from the date of such the LC Issuer’s 's demand for such reimbursement (or, if such demand is made after 9:00 11:00 a.m. (Pacific Chicago time) on such date, from the next succeeding Business Day) to the date on which such Lender pays the amount to be reimbursed by it, at a rate of interest per annum equal to the Federal Funds Effective Rate for the first three (3) days and, thereafter, at a rate of interest equal to the rate applicable to Base Floating Rate Advances.

Administration; Reimbursement by Lenders. Upon receipt from the beneficiary of any Facility LC of any demand for payment under such Facility LC, the applicable LC Issuer shall notify the Administrative Agent and the Administrative Agent shall promptly notify the Borrower Borrowers and each other Lender as to the amount to be paid by such LC Issuer as a result of such demand and the proposed payment date (the “LC Payment Date”). The responsibility of each the applicable LC Issuer to the Borrower Borrowers and each Lender shall be only to determine that the documents (including each demand for payment) delivered under each Facility LC in connection with such presentment shall be in conformity in all material respects with such Facility LC. Each LC Issuer shall endeavor to exercise the same care in the issuance and administration of the Facility LCs as it does with respect to letters of credit in which no participations are granted, it being understood that in the absence of any gross negligence or willful misconduct by such any LC Issuer, each Lender shall be unconditionally and irrevocably liable without regard to the occurrence of any Event of Default or any condition precedent whatsoever, to reimburse such each LC Issuer on demand for (i) such Lender’s Pro Rata Share of the amount of each payment made by such LC Issuer under each Facility LC to the extent such amount is not reimbursed by the Borrower Borrowers pursuant to Section 2.19(f) below and there are not funds available in the Facility LC Collateral Account to cover the same, plus (ii) interest on the foregoing amount to be reimbursed by such Lender, for each day from the date of such any LC Issuer’s demand for such reimbursement (or, if such demand is made after 9:00 11:00 a.m. (Pacific Central time) on such date, from the next succeeding Business Day) to the date on which such Lender pays the amount to be reimbursed by it, it at a rate the greater of interest per annum equal to the Federal Funds Effective Rate for the first three (3) days and, thereafter, at and a rate of interest equal to determined by the rate applicable to Base Rate AdvancesAdministrative Agent in accordance with banking industry rules on interbank compensation.

Administration; Reimbursement by Lenders. Upon receipt from the beneficiary of any Facility LC of any demand for payment under such Facility LC, the applicable LC Issuer shall notify the Administrative Agent and the Administrative Agent shall promptly notify the Borrower and each other Lender as to the amount to be paid by such the LC Issuer as a result of such demand and the proposed payment date (the “LC Payment Date”). The responsibility of each the LC Issuer to the Borrower and each Lender shall be only to determine that the documents (including each demand for payment) delivered under each Facility LC in connection with such presentment shall be in conformity in all material respects with such Facility LC. Each The LC Issuer shall endeavor to exercise the same care in the issuance and administration of the Facility LCs as it does with respect to letters of credit in which no participations are granted, it being understood that in the absence of any gross negligence or willful misconduct by such LC Issuer, each Lender shall be unconditionally and irrevocably liable without regard to the occurrence of any Event of Default or any condition precedent whatsoever, to reimburse such the LC Issuer on demand for (i) such Lender’s Pro Rata Share of the amount of each payment made by such the LC Issuer under each Facility LC to the extent such amount is not reimbursed by the Borrower pursuant to Section 2.19(f) below and there are not funds available in the Facility LC Collateral Account to cover the same2.20.6 below, plus (ii) interest on the foregoing amount to be reimbursed by such Lender, for each day from the date of such the LC Issuer’s demand for such reimbursement (or, if such demand is made after 9:00 11:00 a.m. (Pacific Chicago time) on such date, from the next succeeding Business Day) to the date on which such Lender pays the amount to be reimbursed by it, at a rate of interest per annum equal to the Federal Funds Effective Rate for the first three (3) days and, thereafter, at a rate of interest equal to the rate applicable to Base Floating Rate Advances.

Administration; Reimbursement by Lenders. Upon receipt from the beneficiary of any Facility LC of any demand for payment under such Facility LC, the applicable LC Issuer shall notify the Administrative Agent and the Administrative Agent shall promptly notify the Borrower and each other Lender as to the amount to be paid by such the LC Issuer as a result of such demand and the proposed payment date (the “LC Payment Date”). The responsibility of each the LC Issuer to the Borrower and each Lender shall be only to determine that the documents (including each demand for payment) delivered under each Facility LC in connection with such presentment shall be in conformity in all material respects with such Facility LC. Each The LC Issuer shall endeavor to exercise the same care in the issuance and administration of the Facility LCs as it does with respect to letters of credit in which no participations are granted, it being understood that in the absence of any gross negligence or willful misconduct by such the LC Issuer, each Lender shall be unconditionally and irrevocably liable without regard to the occurrence of any Event of Default or any condition precedent whatsoever, to reimburse such the LC Issuer on demand for (i) such Lender’s Pro Rata Share of the amount of each payment made by such the LC Issuer under each Facility LC to the extent such amount is not reimbursed by the Borrower pursuant to Section 2.19(f) below and there are not funds available in the Facility LC Collateral Account to cover the same, plus (ii) interest on the foregoing amount to be reimbursed by such Lender, for each day from the date of such the LC Issuer’s demand for such reimbursement (or, if such demand is made after 9:00 11:00 a.m. (Pacific time) on such date, from the next succeeding Business Day) to the date on which such Lender pays the amount to be reimbursed by it, at a rate of interest per annum equal to the Federal Funds Effective Rate for the first three (3) days and, thereafter, at a rate of interest equal to determined by the rate applicable to Base Rate AdvancesAdministrative Agent in accordance with banking industry rules on interbank compensation.

Administration; Reimbursement by Lenders. Upon receipt from the beneficiary of any Facility LC of any demand for payment under such Facility LC, the applicable LC Issuer shall notify the Administrative Agent and the Administrative Agent shall promptly notify the Company and the Borrower for which such Facility LC was issued and each other Lender as to the amount to be paid by such the LC Issuer as a result of such demand and the proposed payment date (the “LC Payment Date”). The responsibility of each the LC Issuer to the Company and any such Borrower and each Lender shall be only to determine that the documents (including each demand for payment) delivered under each Facility LC in connection with such presentment shall be in conformity in all material respects with such Facility LC. Each The LC Issuer shall endeavor to exercise the same care in the issuance and administration of the Facility LCs as it does with respect to letters of credit in which no participations are granted, it being understood that in the absence of any gross negligence or willful misconduct by such the LC Issuer, each Lender shall be unconditionally and irrevocably liable without regard to the occurrence of any Event of Default or any condition precedent whatsoever, to reimburse such the LC Issuer through the Administrative Agent on demand for (i) such Lender’s Pro Rata Share of the amount of each payment made by such the LC Issuer under each Facility LC to the extent such amount is not reimbursed by the Company or any such Borrower pursuant to Section 2.19(f) 2.19.6 below and there are not funds available in the Facility LC Collateral Account to cover the same, plus (ii) interest on the foregoing amount to be reimbursed by such Lender, for each day from the date of such the LC Issuer’s demand for such reimbursement (or, if such demand is made after 9:00 11:00 a.m. (Pacific Eastern time) on such date, from the next succeeding Business Day) to the date on which such Lender pays the amount to be reimbursed by it, at a rate of interest per annum equal to the Federal Funds Effective Rate for the first three (3) days and, thereafter, at a rate of interest equal to the rate applicable to Base Rate Advances.

Administration; Reimbursement by Lenders. Upon receipt from the beneficiary of any Facility LC of any demand for payment under such Facility LC, the applicable LC Issuer shall notify the Administrative Agent and the Administrative Agent shall promptly notify the Borrower and each other Lender as to the amount to be paid by such the LC Issuer as a result of such demand and the proposed payment date (the “"LC Payment Date”"). The responsibility of each the LC Issuer to the Borrower and each Lender shall be only to determine that the documents (including each demand for payment) delivered under each Facility LC in connection with such presentment shall be in conformity in all material respects with such Facility LC. Each The LC Issuer shall endeavor to exercise the same care in the issuance and administration of the Facility LCs as it does with respect to letters of credit in which no participations are granted, it being understood that in the absence of any gross negligence or willful misconduct by such the LC Issuer, each Lender shall be unconditionally and irrevocably liable without regard to the occurrence of any Event of Default or any condition precedent whatsoever, to reimburse such the LC Issuer on demand for (i) such Lender’s 's Revolving Loan Pro Rata Share of the amount of each payment made by such the LC Issuer under each Facility LC to the extent such amount is not reimbursed by the Borrower pursuant to Section 2.19(f) below and there are not funds available in the Facility LC Collateral Account to cover the same2.20.6 below, plus (ii) interest on the foregoing amount to be reimbursed by such Lender, for each day from the date of such the LC Issuer’s 's demand for such reimbursement (or, if such demand is made after 9:00 11:00 a.m. (Pacific Chicago, Illinois time) on such date, from the next succeeding Business Day) to the date on which such Lender pays the amount to be reimbursed by it, at a rate of interest per annum equal to the Federal Funds Effective Rate for the first three (3) days and, thereafter, at a rate of interest equal to the rate applicable to Base Floating Rate Advances.

Administration; Reimbursement by Lenders. Upon receipt from the beneficiary of any Facility LC of any demand for payment under such Facility LC, the applicable LC Issuer shall notify the Administrative Agent and the Administrative Agent shall promptly notify the applicable Borrower and each other Lender as to the amount to be paid by such the LC Issuer as a result of such demand and the proposed payment date (the “LC Payment Date”). The responsibility of each the LC Issuer to the applicable Borrower and each Lender shall be only to determine that the documents (including each demand for payment) delivered under each Facility LC in connection with such presentment shall be in conformity in all material respects with such Facility LC. Each The LC Issuer shall endeavor to exercise the same care in the issuance and administration of the Facility LCs as it does with respect to letters of credit in which no participations are granted, it being understood that in the absence of any gross negligence or willful misconduct by such the LC Issuer, each Lender shall be unconditionally and irrevocably liable liable, without regard to the occurrence of the Commitment Termination Date or the Final Termination Date for the applicable Borrower, the occurrence of any Event of Default or Unmatured Event of Default or any condition precedent whatsoever, to reimburse such the LC Issuer on demand for (i) such Lender’s Pro Rata Share of the amount of each payment made by such the LC Issuer under each Facility LC to the extent such amount is not reimbursed by the applicable Borrower pursuant to Section 2.19(f) below and there are not funds available in the Facility LC Collateral Account to cover the same2.16.6, plus (ii) interest on the foregoing amount to be reimbursed by such Lender, for each day from the date of such the LC Issuer’s demand for such reimbursement (or, if such demand is made after 9:00 a.m. 11:00 A.M. (Pacific Chicago time) on such dateday, from the next succeeding Business Day) to the date on which such Lender pays the amount to be reimbursed by it, at a rate of interest per annum equal to the Federal Funds Effective Rate for the first three (3) days and, thereafter, at a rate of interest equal to the rate applicable to Base Rate AdvancesRate.

Administration; Reimbursement by Lenders. Upon receipt from the beneficiary of any Facility LC of any demand for payment under such Facility LC, the applicable LC Issuer shall notify the Administrative Agent and the Administrative Agent shall promptly notify the Borrower and each other Lender as to the amount to be paid by such the LC Issuer as a result of such demand and the proposed payment date (the “LC Payment Date”). The responsibility of each the LC Issuer to the Borrower and each Lender shall be only to determine that the documents (including each demand for payment) delivered under each Facility LC in connection with such presentment shall be in conformity in all material respects with such Facility LC. Each The LC Issuer shall endeavor to exercise the same care in the issuance and administration of the Facility LCs as it does with respect to letters of credit in which no participations are granted, it being understood that in the absence of any gross negligence or willful misconduct by such the LC Issuer, each Lender shall be unconditionally and irrevocably liable without regard to the occurrence of any Event of Default or any condition precedent whatsoever, to reimburse such the LC Issuer on demand for (i) such Lender’s Pro Rata Share of the amount of each payment made by such the LC Issuer under each Facility LC to the extent such amount is not reimbursed by the Borrower pursuant to Section 2.19(f) below and there are not funds available in the Facility LC Collateral Account to cover the same2.19.6 below, plus (ii) interest on the foregoing amount to be reimbursed by such Lender, for each day from the date of such the LC Issuer’s demand for such reimbursement (or, if such demand is made after 9:00 11:00 a.m. (Pacific Chicago time) on such date, from the next succeeding Business Day) to the date on which such Lender pays the amount to be reimbursed by it, at a rate of interest per annum equal to the Federal Funds Effective Rate for the first three (3) days and, thereafter, at a rate of interest equal to the rate applicable to Base Floating Rate Advances.

Administration; Reimbursement by Lenders. Upon receipt from the beneficiary of any Facility LC Letter of Credit of any demand for payment under such Facility LCthe Letter of Credit, the applicable LC Issuer shall notify the Administrative Agent and the Administrative Agent shall promptly notify the Borrower Borrowers and each other Lender as to the amount to be paid by such LC Issuer as a result of such demand and the proposed payment date (the “LC Payment Date”). The responsibility of each LC Issuer to the Borrower Borrowers and each Lender shall be only to determine that the documents (including each demand for payment) delivered under each Facility LC Letter of Credit in connection with such presentment shall be in conformity in all material respects with such Facility LCLetter of Credit. Each LC Issuer shall endeavor to exercise the same care in the issuance and administration of the Facility LCs Letters of Credit as it does with respect to letters of credit in which no participations are granted, it being understood that in the absence of any gross negligence or willful misconduct by such LC Issuer, each Lender shall be unconditionally unconditionally, absolutely, and irrevocably liable without regard to the occurrence of any Event of Default or any condition precedent whatsoever, to reimburse such LC Issuer on demand for (i) such Lender’s Pro Rata Share of the amount of each payment made by such LC Issuer under each Facility LC Letter of Credit to the extent such amount is not reimbursed by the Borrower Borrowers pursuant to clause (c) of this Section 2.19(f) below and there are not funds available in the Facility LC Collateral Account to cover the same2.3, plus (ii) interest on the foregoing amount to be reimbursed by such Lender, for each day from the date of such LC Issuer’s demand for such reimbursement (or, if such demand is made after 9:00 a.m. 2:00 p.m. (Pacific Cincinnati, Ohio time) on such date, from the next succeeding Business Day) to the date on which such Lender pays the amount to be reimbursed by it, at a rate of interest per annum equal to the Federal Funds Effective Rate for the first three (3) days and, thereafter, at a rate of interest equal to the rate applicable to Base Daily LIBOR Rate AdvancesRevolving Loans.

Administration; Reimbursement by Lenders. Upon receipt from the beneficiary of any Facility LC of any demand for payment under such Facility LC, the applicable LC Issuer shall notify the Administrative Agent and the Administrative Agent shall promptly notify the Borrower and each other Lender as to the amount to be paid by such any LC Issuer as a result of such demand and the proposed payment date (the “"LC Payment Date”"). The responsibility of each the LC Issuer to the Borrower and each Lender shall be only to determine that the documents (including each demand for payment) delivered under each Facility LC in connection with such presentment shall be in conformity in all material respects with such Facility LC. Each The LC Issuer shall endeavor to exercise the same care in the issuance and administration of the Facility LCs as it does with respect to letters of credit in which no participations are granted, it being understood that in the absence of any gross negligence or willful misconduct by such the LC Issuer, each Lender shall be unconditionally and irrevocably liable without regard to the occurrence of any Event of Default or any condition precedent whatsoever, to reimburse such the LC Issuer on demand for (i) such Lender’s 's Pro Rata Share of the amount of each payment made by such the LC Issuer under each Facility LC to the extent such amount is not reimbursed by the Borrower pursuant to Section 2.19(f2.16 (e) below and there are not funds available in the Facility LC Collateral Account to cover the samebelow, plus (ii) interest on the foregoing amount to be reimbursed by such Lender, for each day from the date of such the LC Issuer’s 's demand for such reimbursement (or, if such demand is made after 9:00 11:00 a.m. (Pacific New York City time) on such date, from the next succeeding Business Day) to the date on which such Lender pays the amount to be reimbursed by it, at a rate of interest per annum equal to the Federal Funds Effective Rate for the first three (3) days and, thereafter, at a rate of interest equal to the rate applicable to Base Eurodollar Rate Advances.

Administration; Reimbursement by Lenders. Upon receipt from If the beneficiary of any Facility LC of any Issuer receives demand for payment by a beneficiary under such Facility an LC, the applicable LC Issuer shall will notify the Administrative Agent and the Agent. The Administrative Agent shall will then promptly notify the Borrower Borrowers and each other Lender as to of the amount demanded to be paid by such LC Issuer as a result of such demand and the proposed payment date (the “LC Payment Date”“). The responsibility of each the LC Issuer to the Borrower Borrowers and each Lender shall will be only to determine that the documents (including each demand for payment) delivered under each Facility LC in connection with such the presentment shall be in conformity conforms in all material respects with such Facility the LC. Each LC Issuer shall endeavor to exercise the same care in the issuance and administration of the Facility LCs as it does with respect to letters of credit in which no participations are granted, it being understood that in In the absence of any gross negligence or willful misconduct by such the LC Issuer, each Lender shall will be unconditionally and irrevocably liable without regard to the occurrence of any Default, Event of Default or any condition precedent whatsoeverprecedent, to reimburse such the LC Issuer on demand request for (i) such the Lender’s Pro Rata Share of the amount of each payment made by such the LC Issuer under each Facility an LC to the extent such the amount is not reimbursed by the Borrower pursuant to Borrowers under Section 2.19(f) below and there are not funds available in the Facility LC Collateral Account to cover the same2.19.6, plus (ii) interest on the foregoing amount to be reimbursed by such Lender, the Lender for each day from the date of such the LC Issuer’s demand for such the reimbursement (or, if such the demand is made after 9:00 a.m. 12:00 noon (Pacific Tulsa time) on such that date, from the next succeeding Business Day) to the date on which such Lender pays the amount paid. The interest to be reimbursed by it, paid will be calculated at a rate of interest per annum year equal to the Federal Funds Effective Rate for the first three (3) days and, thereafter, and then at a rate of interest equal to the rate applicable to Base Floating Rate Advances.

Administration; Reimbursement by Lenders. Upon receipt from the beneficiary of any Facility LC Letter of Credit of any demand for payment under such Facility LCLetter of Credit, the applicable LC Issuer shall notify the Administrative Agent and the Administrative Agent shall promptly notify the applicable Borrower and each other Lender as to the amount to be paid by such LC the Issuer as a result of such demand and the proposed payment date (the “LC "Letter of Credit Payment Date”"). The responsibility of each LC the Issuer to the applicable Borrower and each Lender shall be only to determine that the documents (including each demand for payment) delivered under each Facility LC Letter of Credit in connection with such presentment shall be in conformity in all material respects with such Facility LCLetter of Credit. Each LC The Issuer shall endeavor to exercise the same care in the its issuance and administration of the Facility LCs Letters of Credit as it does with respect to letters of credit in which no participations are granted, it being understood that in the absence of any gross negligence or willful misconduct by such LC the Issuer, each Lender shall be unconditionally and irrevocably liable obligated, without regard to the occurrence of any Event of Default or Unmatured Default or any condition precedent whatsoever, to reimburse such LC the Issuer on demand for (i) such Lender’s 's Pro Rata Share of the amount of each payment made by such LC the Issuer under each Facility LC Letter of Credit to the extent such amount is not reimbursed by the applicable Borrower pursuant to Section 2.19(f) below and there are not funds available in the Facility LC Collateral Account to cover the same, 2.19.6 plus (ii) interest on the foregoing amount to be reimbursed by such Lender, for each day from the date of such LC Issuer’s demand for such reimbursement (or, if such demand is made after 9:00 a.m. (Pacific time) on such date, from the next succeeding Business Day) applicable payment by the Issuer to the date on which such Lender pays the amount to be reimbursed by it, at a rate of interest per annum equal to the Federal Funds Effective Rate or, beginning on third Business Day after demand for such amount by the first three (3) days andIssuer, thereafter, at a rate of interest equal to the rate applicable to Base Floating Rate Advances.. 2.19.6

Administration; Reimbursement by Lenders. Upon receipt from the beneficiary of any Facility LC of any demand for payment under such Facility LC, the applicable LC Issuer shall notify the Administrative Agent and the Administrative Agent shall promptly notify the Borrower and each other Lender as to the amount to be paid by such the LC Issuer as a result of such demand and the proposed payment date (the “LC Payment Date”). The responsibility of each the LC Issuer to the Borrower and each Lender shall be only to determine that the documents (including each demand for payment) delivered under each Facility LC in connection with such presentment shall be in substantial conformity in all material respects with such Facility LC. Each The LC Issuer shall endeavor to exercise the same care in the issuance and administration of the Facility LCs as it does with respect to letters of credit in which no participations are granted, it being understood that in the absence of any gross negligence or willful misconduct by such the LC Issuer, each Lender shall be unconditionally and irrevocably liable without regard to the occurrence of any Event of Default or any condition precedent whatsoever, to reimburse such the LC Issuer on demand for (i) such Lender’s Pro Rata Share of the amount of each payment made by such the LC Issuer under each Facility LC to the extent such amount is not reimbursed by the Borrower pursuant to Section 2.19(f) below and there are not funds available in the Facility LC Collateral Account to cover the same2.20.6 below, plus (ii) interest on the foregoing amount to be reimbursed by such Lender, for each day from the date of such the LC Issuer’s demand for such reimbursement (or, if such demand is made after 9:00 11:00 a.m. (Pacific Chicago time) on such date, from the next succeeding Business Day) to the date on which such Lender pays the amount to be reimbursed by it, at a rate of interest per annum equal to the Federal Funds Effective Rate for the first three (3) days and, thereafter, at a rate of interest equal to the rate applicable to Base Floating Rate Advances.

Administration; Reimbursement by Lenders. Upon receipt from the beneficiary of any Facility LC of any demand for payment under such Facility LC, the applicable LC Issuer shall notify the Administrative Agent and the Administrative Agent shall promptly notify the Borrower and each other Lender as to the amount to be paid by such the LC Issuer as a result of such demand and the proposed payment date (the “LC Payment Date”). The responsibility of each the LC Issuer to the Borrower and each Lender shall be only to determine that the documents (including each demand for payment) delivered under each Facility LC in connection with such presentment shall be in conformity in all material respects with such Facility LC. Each The LC Issuer shall endeavor to exercise the same care in the issuance and administration of the Facility LCs as it does with respect to letters of credit in which no participations are granted, it being understood that in the absence of any gross negligence or willful misconduct by such the LC Issuer, each Lender shall be unconditionally and irrevocably liable without regard to the occurrence of any Event of Default or any condition precedent whatsoever, to reimburse such the LC Issuer on demand for (i) such Lender’s Pro Rata Share of the amount of each payment made by such the LC Issuer under each Facility LC to the extent such amount is not reimbursed by the Borrower pursuant to Section 2.19(f) below and there are not funds available in the Facility LC Collateral Account to cover the same2.20.6 below, plus (ii) interest on the foregoing amount to be reimbursed by such Lender, for each day from the date of such the LC Issuer’s demand for such reimbursement (or, if such demand is made after 9:00 11:00 a.m. (Pacific Chicago time) on such date, from the next succeeding Business Day) to the date on which such Lender pays the amount to be reimbursed by it, at a rate of interest per annum equal to the Federal Funds Effective Rate for the first three (3) days and, thereafter, at a rate of interest equal to the rate applicable to Base Floating Rate Advances.

Administration; Reimbursement by Lenders. Upon receipt from the beneficiary of any Facility LC of any demand for payment under such Facility LC, the applicable LC Issuer shall notify the Administrative Agent and the Administrative Agent shall promptly notify the Borrower and each other Lender as to the amount to be paid by such the LC Issuer as a result of such demand and the proposed payment date (the “"LC Payment Date”"). The responsibility of each the LC Issuer to the Borrower and each Lender shall be only to determine that the documents (including each demand for payment) delivered under each Facility LC in connection with such presentment shall be in conformity in all material respects with such Facility LC. Each The LC Issuer shall endeavor to exercise the same care in the issuance and administration of the Facility LCs as it does with respect to letters of credit in which no participations are granted, it being understood that in the absence of any gross negligence or willful misconduct by such the LC Issuer, each Lender shall be unconditionally and irrevocably liable without regard to the occurrence of any Event of Default or any condition precedent whatsoever, to reimburse such the LC Issuer on demand for (i) such Lender’s 's Pro Rata Share of the amount of each payment made by such the LC Issuer under each Facility LC to the extent such amount is not reimbursed by the Borrower pursuant to Section 2.19(f) below and there are not funds available in the Facility LC Collateral Account to cover the same2.19.6 below, plus (ii) interest on the foregoing amount to be reimbursed by such Lender, for each day from the date of such the LC Issuer’s 's demand for such reimbursement (or, if such demand is made after 9:00 11:00 a.m. (Pacific Chicago, Illinois time) on such date, from the next succeeding Business Day) to the date on which such Lender pays the amount to be reimbursed by it, at a rate of interest per annum equal to the Federal Funds Effective Rate for the first three (3) days and, thereafter, at a rate of interest equal to the rate applicable to Base Rate ABR Advances.

Administration; Reimbursement by Lenders. Upon receipt from the beneficiary of any Facility LC Letter of Credit of any demand for payment under such Facility LCLetter of Credit, the applicable LC Issuer shall notify the Administrative Agent and the Administrative Agent shall promptly notify the applicable Borrower and each other Lender as to of the amount to be paid by such LC Issuer as a result of such demand and the proposed payment date (the “LC Payment Date”)date. The responsibility of each LC any Issuer to the applicable Borrower and each Lender shall be only to determine that the documents (including each demand for payment) delivered under each Facility LC Letter of Credit issued by it in connection with such presentment shall be a demand for payment are in conformity in all material respects with such Facility LCLetter of Credit. Each LC Issuer shall endeavor to exercise the same care in the its issuance and administration of the Facility LCs Letters of Credit as it does with respect to letters of credit in which no participations are granted, it being understood that in the absence of any gross negligence or willful misconduct by such LC Issuer, each Lender shall shall, subject to Section 2.25, be unconditionally and irrevocably liable obligated, without regard to the occurrence of any Event of Default or any condition precedent whatsoever, to reimburse such LC Issuer on demand for (i) such Lender’s Pro Rata Share of the amount of each payment made by such LC Issuer under each Facility LC Letter of Credit issued by it to the extent such amount is not reimbursed by the Borrower Borrowers pursuant to Section 2.19(f) below and there are not funds available in the Facility LC Collateral Account to cover the same2.18(f), plus (ii) interest on the foregoing amount to be reimbursed by such Lenderamount, for each day from the date of the applicable payment by such LC Issuer’s demand for such reimbursement (or, if such demand is made after 9:00 a.m. (Pacific time) on such date, from the next succeeding Business Day) Issuer to the date on which such Lender pays the amount to be Issuer is reimbursed by itsuch Lender for its Pro Rata Share thereof, at a rate of interest per annum equal to the Federal Funds Effective Rate or, beginning on third Business Day after demand for the first three (3) days andsuch amount by such Issuer, thereafter, at a rate of interest equal to the rate applicable to Base Floating Rate Advances.

Administration; Reimbursement by Lenders. Upon receipt from the beneficiary of any Facility LC of any demand for payment under such Facility LC, the applicable LC Issuer shall notify the Administrative Agent and the Administrative Agent shall promptly notify the Borrower Representative and each other Lender as to the amount to be paid by such the LC Issuer as a result of such demand and the proposed payment date (the “LC Payment Date”). The responsibility of each the LC Issuer to the Borrower Representative, the Borrower and each Lender shall be only to determine that the documents (including each demand for payment) delivered under each Facility LC in connection with such presentment shall be in conformity in all material respects with such Facility LC. Each The LC Issuer shall endeavor to exercise the same care in the issuance and administration of the Facility LCs as it does with respect to letters of credit in which no participations are granted, it being understood that in the absence of any gross negligence or willful misconduct by such the LC Issuer, each Lender shall be unconditionally and irrevocably liable without regard to the occurrence of any Event of Default or any condition precedent whatsoever, to reimburse such the LC Issuer on demand for (i) such Lender’s Pro Rata Share of the amount of each payment made by such the LC Issuer under each Facility LC to the extent such amount is not reimbursed by the Borrower pursuant to Section 2.19(f2.1.2(e) below and there are not funds available in the Facility LC Collateral Account to cover the samebelow, plus (ii) interest on the foregoing amount to be reimbursed by such Lender, for each day from the date of such the LC Issuer’s demand for such reimbursement (or, if such demand is made after 9:00 11:00 a.m. (Pacific Chicago time) on such date, from the next succeeding Business Day) to the date on which such Lender pays the amount to be reimbursed by it, at a rate of interest per annum equal to the Federal Funds Effective NYFRB Rate for the first three (3) days and, thereafter, at a rate of interest equal to the rate applicable to Base Floating Rate Advances.

Administration; Reimbursement by Lenders. Upon receipt from the beneficiary of any Facility LC of any demand for payment under any Facility LC from the beneficiary of such Facility LC, the applicable LC Issuer shall notify the Administrative Agent and the Administrative Agent shall promptly notify the Borrower and each other Lender as to the amount to be paid by such the LC Issuer as a result of such demand and the proposed payment date (the “LC Payment Date”). The responsibility of each the LC Issuer to the Borrower and each Lender shall be only to determine that the documents (including each demand for payment) delivered under each Facility LC in connection with such presentment shall be in conformity in all material respects with such Facility LC. Each The LC Issuer shall endeavor to exercise the same care in the issuance and administration of the Facility LCs as it does with respect to letters of credit in which no participations are granted, it being understood that in the absence of any gross negligence or willful misconduct by such the LC Issuer, each Lender shall be unconditionally and irrevocably liable without regard to the occurrence of any Event of Default or any condition precedent whatsoever, to reimburse such the LC Issuer on demand for (i) such Five-Year Revolving Lender’s Five-Year Revolving Pro Rata Share of the amount of each payment made by such the LC Issuer under each Facility LC to the extent such amount is not reimbursed by the Borrower pursuant to Section 2.19(f) below and there are not funds available in the Facility LC Collateral Account to cover the same, plus (ii) interest on the foregoing amount to be reimbursed by such Lender, for each day from the date of such the LC Issuer’s demand for such reimbursement (or, if such demand is made after 9:00 11:00 a.m. (Pacific timelocal time in Denver, Colorado) on such date, from the next succeeding Business Day) to the date on which such Lender pays the amount to be reimbursed by it, it at a rate the greater of interest per annum equal to the Federal Funds Effective Rate for the first three (3) days and, thereafter, at and a rate of interest equal to determined by the rate applicable to Base Rate AdvancesAdministrative Agent in accordance with banking industry rules on interbank compensation.

Administration; Reimbursement by Lenders. Upon receipt from the beneficiary of any Facility LC of any demand for payment under such Facility LC, the applicable LC Issuer shall notify the Administrative Agent and the Administrative Agent shall promptly notify the Borrower and each other Lender as to the amount to be paid by such LC Issuer as a result of such demand and the proposed payment date (the “LC Payment Date”). The responsibility of each the applicable LC Issuer to the Borrower and each Lender shall be only to determine that the documents (including each demand for payment) delivered under each Facility LC in connection with such presentment shall be in conformity in all material respects with such Facility LC. Each LC Issuer shall endeavor to exercise the same care in the issuance and administration of the Facility LCs as it does with respect to letters of credit in which no participations are granted, it being understood that in the absence of any gross negligence or willful misconduct by such LC Issuer, each Lender shall be unconditionally and irrevocably liable without regard to the occurrence of any Event of Default or any condition precedent whatsoever, to reimburse such LC Issuer on demand for (i) such Lender’s Pro Rata Share of the amount Dollar Amount of each payment made by such LC Issuer under each Facility LC to the extent such amount is not reimbursed by the Borrower pursuant to Section 2.19(f) below and there are not funds available in the Facility LC Collateral Account to cover the same, plus (ii) interest on the foregoing amount to be reimbursed by such Lender, for each day from the date of such LC Issuer’s demand for such reimbursement (or, if such demand is made after 9:00 11:00 a.m. (Pacific Minneapolis time) on such date, from the next succeeding Business Day) to the date on which such Lender pays the amount to be reimbursed by it, at a rate of interest per annum equal to the Federal Funds Effective Rate for the first three (3) days and, thereafter, at a rate of interest equal to the rate applicable to Base Rate Advances.

Administration; Reimbursement by Lenders. Upon receipt from the beneficiary of any Facility LC of any demand for payment under such Facility LC, the applicable LC Issuer shall notify the Administrative Agent and the Administrative Agent shall promptly notify the Borrower and each other Lender as to the amount to be paid by such LC Issuer as a result of such demand and the proposed payment date (the “LC Payment Date”). The responsibility of each the applicable LC Issuer to the Borrower and each Lender shall be only to determine that the documents (including each demand for payment) delivered under each Facility LC issued by such LC Issuer in connection with such presentment shall be in conformity in all material respects with such Facility LC. Each LC Issuer shall endeavor to exercise the same care in the issuance and administration of the its Facility LCs as it does with respect to letters of credit in which no participations are granted, it being understood that in the absence of any gross negligence or willful misconduct by such LC Issuer, each Lender shall be unconditionally and irrevocably liable without regard to the occurrence of any Event of Default or any condition precedent whatsoever, to reimburse such LC Issuer on demand for (i) such Lender’s Pro Rata Share of the amount of each payment made by such LC Issuer under each Facility LC issued by it to the extent such amount is not reimbursed by the Borrower pursuant to Section 2.19(f) below and there are not funds available in the Facility LC Collateral Account to cover the same2.19.6 below, plus (ii) interest on the foregoing amount to be reimbursed by such Lender, for each day from the date of such LC Issuer’s demand for such reimbursement (or, if such demand is made after 9:00 11:00 a.m. (Pacific Chicago time) on such date, from the next succeeding Business Day) to the date on which such Lender pays the amount to be reimbursed by it, at a rate of interest per annum equal to the Federal Funds Effective Rate for the first three (3) days and, thereafter, at a rate of interest equal to the rate applicable to Base Floating Rate Advances. The Lenders shall be reimbursed for any payment required under this Section 2.19.5 to the extent of such Lender’s Pro Rata Share of any payment made by the Borrower as required under Section 2.19.6.

Administration; Reimbursement by Lenders. Upon receipt from the beneficiary of any Facility LC of any demand for payment under such Facility LC, the applicable LC Issuer of such Facility LC shall notify the Administrative Agent Agent, and the Administrative Agent shall promptly notify the Borrower and each other Lender Lender, as to the amount to be paid by such LC Issuer as a result of such demand and the proposed payment date (the “LC Payment Date”). The responsibility of each LC Issuer to the Borrower and each Lender shall be only to determine that the documents (including each demand for payment) delivered under each Facility LC issued by such LC Issuer in connection with such each presentment thereunder shall be in conformity in all material respects with such Facility LC. Each LC Issuer shall endeavor to exercise the same care in the issuance and administration of the Facility LCs thereby as it does with respect to letters of credit in which no participations are granted, it being understood that that, in the absence of any gross negligence or willful misconduct by such LC Issuer, each Lender shall be unconditionally and irrevocably liable liable, without regard to the occurrence of any Event of Default or Unmatured Default or any condition precedent whatsoever, to reimburse such LC Issuer on demand for (i) such Lender’s Pro Rata Share of the amount of each payment made by such LC Issuer under each Facility LC issued thereby to the extent such amount is not reimbursed by the Borrower pursuant to Section 2.19(f) below and there are not funds available in the Facility LC Collateral Account to cover the same2.16.6, plus (ii) interest on the foregoing amount to be reimbursed by such Lender, for each day from the date of such LC Issuer’s demand for such reimbursement (or, if such demand is made after 9:00 a.m. 12:00 noon (Pacific timelocal time of such LC Issuer) on such date, from the next succeeding Business Day) to the date on which such Lender pays the amount to be reimbursed by it, at a rate of interest per annum equal to the Federal Funds Effective Rate for the first three (3) days and, thereafter, at a rate of interest equal to the rate applicable to Base Floating Rate Advances.

Administration; Reimbursement by Lenders. Upon receipt from the ---------------------------------------- beneficiary of any Facility LC of any demand for payment under such Facility LC, the applicable LC Issuer shall notify the Administrative Agent and the Administrative Agent shall promptly notify the Borrower and each other Lender as to the amount to be paid by such the LC Issuer as a result of such demand and the proposed payment date (the “"LC Payment Date”"). The responsibility of each the LC Issuer to the Borrower and each Lender shall be only to determine that the documents (including each demand for payment) delivered under each Facility LC in connection with such presentment shall be in conformity in all material respects with such Facility LC. Each The LC Issuer shall endeavor to exercise the same care in the issuance and administration of the Facility LCs as it does with respect to letters of credit in which no participations are granted, it being understood that in the absence of any gross negligence or willful misconduct by such the LC Issuer, each Lender shall be unconditionally and irrevocably liable without regard to the occurrence of any Default or Event of Default or any condition precedent whatsoever, to reimburse such the LC Issuer on demand for (i) such Lender’s 's Pro Rata Share of the amount of each payment made by such the LC Issuer under each Facility LC to the extent such amount is not reimbursed by the Borrower pursuant to Section 2.19(f2.4(f) below and there are not funds available in the Facility LC Collateral Account to cover the samebelow, plus (ii) interest on the foregoing amount to be reimbursed by such Lender, for each day from the date of such the LC Issuer’s 's demand for such reimbursement (or, if such demand is made after 9:00 11:00 a.m. (Pacific Chicago time) on such date, from the next succeeding Business Day) to the date on which such Lender pays the amount to be reimbursed by it, at a rate of interest per annum equal to the Federal Funds Effective Rate for the first three (3) days and, thereafter, at a rate of interest equal to the rate applicable to Base Floating Rate Advances.

Administration; Reimbursement by Lenders. Upon receipt from the beneficiary of any Facility LC of any demand for payment under such Facility LC, the applicable LC Issuer shall notify the Administrative Agent and the Administrative Agent shall promptly notify the Borrower and each other Lender as to the amount to be paid by such the LC Issuer as a result of such demand and the proposed payment date (the “"LC Payment Date”"). The responsibility of each the LC Issuer to the Borrower and each Lender shall be only to determine that the documents (including each demand for payment) delivered under each Facility LC in connection with such presentment shall be in conformity in all material respects with such Facility LC. Each The LC Issuer shall endeavor to exercise the same care in the issuance and administration of the Facility LCs as it does with respect to letters of credit in which no participations are granted, it being understood that in the absence of any gross negligence or willful misconduct by such the LC Issuer, each Lender shall be unconditionally and irrevocably liable without regard to the occurrence of any Event of Default or any condition precedent whatsoever, to reimburse such the LC Issuer on demand for (i) such Lender’s 's Pro Rata Share of the amount of each payment made by such the LC Issuer under each Facility LC to the extent such amount is not reimbursed by the Borrower pursuant to Section 2.19(f) below and there are not funds available in the Facility LC Collateral Account to cover the same2.21.6 below, plus (ii) interest on the foregoing amount to be reimbursed by such Lender, for each day from the date of such the LC Issuer’s 's demand for such reimbursement (or, if such demand is made after 9:00 11:00 a.m. (Pacific Chicago time) on such date, from the next succeeding Business Day) to the date on which such Lender pays the amount to be reimbursed by it, at a rate of interest per annum equal to the Federal Funds Effective Rate for the first three (3) days and, thereafter, at a rate of interest equal to the rate applicable to Base Floating Rate Advances.

Administration; Reimbursement by Lenders. Upon receipt from the beneficiary of any Facility LC of any demand for payment under such Facility LC, the applicable LC Issuer shall notify the Administrative Agent and the Administrative Agent shall promptly notify the Borrower and each other Lender as to the amount to be paid by such the LC Issuer as a result of such demand and the proposed payment date (the “LC Payment Date”). The responsibility of each the LC Issuer to the Borrower and each Lender shall be only to determine that the documents (including each demand for payment) delivered under each Facility LC in connection with such presentment shall be in conformity in all material respects with such Facility LC. Each The LC Issuer shall endeavor to exercise the same care in the issuance and administration of the Facility LCs as it does with respect to letters of credit in which no participations are granted, it being understood that in the absence of any gross negligence or willful misconduct by such the LC Issuer, each Lender shall be unconditionally and irrevocably liable without regard to the occurrence of any Event of Default or any condition precedent whatsoever, to reimburse such the LC Issuer on demand for (i) such Lender’s Pro Rata Share of the amount of each payment made by such the LC Issuer under each Facility LC to the extent such amount is not reimbursed by the Borrower pursuant to Section 2.19(f) below and there are not funds available in the Facility LC Collateral Account to cover the same, plus (ii) interest on the foregoing amount to be reimbursed by such Lender, for each day from the date of such the LC Issuer’s demand for such reimbursement (or, if such demand is made after 9:00 11:00 a.m. (Pacific Milwaukee time) on such date, from the next succeeding Business Day) to the date on which such Lender pays the amount to be reimbursed by it, at a rate the greater of interest per annum equal to the Federal Funds Effective Rate for the first three (3) days and, thereafter, at and a rate of interest equal to determined by the rate applicable to Base Rate AdvancesAdministrative Agent in accordance with banking industry rules on interbank compensation.

Administration; Reimbursement by Lenders. Upon receipt from the beneficiary of any Facility LC of any demand for payment under such Facility LC, the applicable LC Issuer shall notify the Administrative Agent and the Administrative Agent shall promptly notify the Borrower and each other Lender as to the amount to be paid by such LC Issuer as a result of such demand and the proposed payment date (the “"LC Payment Date”"). The responsibility of each such LC Issuer to the Borrower and each Lender shall be only to determine that the documents (including each demand for payment) delivered under each Facility LC in connection with such presentment shall be in conformity in all material respects with such Facility LC. Each LC Issuer shall endeavor to exercise the same care in the issuance and administration of the Facility LCs issued by such LC Issuer as it does with respect to letters of credit in which no participations are granted, it being understood that in the absence of any gross negligence or willful misconduct by such LC Issuer, each Lender shall be unconditionally and irrevocably liable without regard to the occurrence of any Event of Default or any condition precedent whatsoever, whatsoever to reimburse such LC Issuer on demand for (i) such Lender’s 's Pro Rata Share of the amount of each payment made by such LC Issuer under each Facility LC issued by such LC Issuer to the extent such amount is not reimbursed by the Borrower pursuant to Section 2.19(f2.16(e) below and there are not funds available in the Facility LC Collateral Account to cover the samebelow, plus (ii) interest on the foregoing amount to be reimbursed by such Lender, for each day from the date of such LC Issuer’s 's demand for such reimbursement (or, if such demand is made after 9:00 11:00 a.m. (Pacific New York City time) on such date, from the next succeeding Business Day) to the date on which such Lender pays the amount to be reimbursed by it, at a rate of interest per annum equal to the Federal Funds Effective Rate for the first three (3) days and, thereafter, at a rate of interest equal to the rate applicable to Base Eurodollar Rate Advances.

Administration; Reimbursement by Lenders. Upon receipt from the beneficiary of any Facility LC of any demand for payment under such Facility LC, the applicable LC Issuer shall notify the Administrative Agent and the Administrative Agent shall promptly notify the Domestic Borrower and any other applicable Loan Party and each other Lender as to the amount to be paid by such the LC Issuer as a result of such demand and the proposed payment date (the “LC Payment Date”). The responsibility of each the LC Issuer to the Borrower applicable Loan Parties, and each Lender shall be only to determine that the documents (including each demand for payment) delivered under each Facility LC in connection with such presentment shall be in conformity in all material respects with such Facility LC. Each The LC Issuer shall endeavor to exercise the same care in the issuance and administration of the Facility LCs as it does with respect to letters of credit in which no participations are granted, it being understood that in the absence of any gross negligence or willful misconduct by such the LC Issuer, each Lender shall be unconditionally and irrevocably liable without regard to the occurrence of any Event of Default or any condition precedent whatsoever, to reimburse such the LC Issuer on demand for (i) such Lender’s Pro Rata Share of the amount of each payment made by such the LC Issuer under each Facility LC LC, if any, to the extent such amount is not reimbursed by the applicable Borrower pursuant to Section 2.19(f2.1.2(e) below and there are not funds available in the Facility LC Collateral Account to cover the samebelow, plus (ii) interest on the foregoing amount to be reimbursed by such LenderLenders, for each day from the date of such the LC Issuer’s demand for such reimbursement (or, if such demand is made after 9:00 11:00 a.m. (Pacific local time) on such date, from the next succeeding Business Day) to the date on which such Lender pays the amount to be reimbursed by it, at a rate of interest per annum equal to the Federal Funds Effective Rate for the first three (3) days and, thereafter, at a rate of interest equal to the rate applicable to Base Floating Rate Advances (except in the UK, which shall equal the rate applicable to Fixed Rate Advances) for the currency in which the Facility LC was issued.

Administration; Reimbursement by Lenders. Upon receipt from the beneficiary of any Facility LC of any demand for payment under such Facility LC, the applicable LC Issuer shall notify the Administrative Agent and the Administrative Agent shall promptly notify the Borrower Company and each other Lender as to the amount to be paid by such the LC Issuer as a result of such demand and the proposed payment date (the “LC Payment Date”). The responsibility of each the LC Issuer to the Borrower Company and each Lender shall be only to determine that the documents (including each demand for payment) delivered under each Facility LC in connection with such presentment shall be in conformity in all material respects with such Facility LC. Each The LC Issuer shall endeavor to exercise the same care in the issuance and administration of the Facility LCs as it does with respect to letters of credit in which no participations are granted, it being understood that in the absence of any gross negligence or willful misconduct by such the LC Issuer, each Lender shall be unconditionally and irrevocably liable without regard to the occurrence of any Event of Default or any condition precedent whatsoever, to reimburse such the LC Issuer on demand for (i) such Lender’s Pro Rata Share of the amount of each payment made by such the LC Issuer under each Facility LC to the extent such amount is not reimbursed by the Borrower Company pursuant to Section 2.19(f) below and there are not funds available in the Facility LC Collateral Account to cover the samebelow, plus (ii) interest on the foregoing amount to be reimbursed by such Lender, for each day from the date of such the LC Issuer’s demand for such reimbursement (or, if such demand is made after 9:00 11:00 a.m. (Pacific Chicago time) on such date, from the next succeeding Business Day) to the date on which such Lender pays the amount to be reimbursed by it, at a rate of interest per annum equal to the Federal Funds Effective Rate for the first three (3) days and, thereafter, at a rate of interest equal to the rate applicable to Base Floating Rate Advances.

Administration; Reimbursement by Lenders. Upon receipt from the beneficiary of any Facility LC Letter of Credit of any demand for payment under such Facility LCLetter of Credit, the applicable LC Issuer shall notify the Administrative Agent and the Administrative Agent shall promptly notify the Borrower and each other Lender as to the amount to be paid by such LC the Issuer as a result of such demand and the proposed payment date (the “LC "Letter of Credit Payment Date”"). The responsibility of each LC the Issuer to the Borrower and each Lender shall be only to determine that the documents (including each demand for payment) delivered under each Facility LC Letter of Credit in connection with such presentment shall be a demand for payment are in conformity in all material respects with such Facility LCLetter of Credit. Each LC The Issuer shall endeavor to exercise the same care in the its issuance and administration of the Facility LCs Letters of Credit as it does with respect to letters of credit in which no participations are granted, it being understood that in the absence of any gross negligence or willful misconduct by such LC the Issuer, each Lender shall be unconditionally and irrevocably liable obligated, without regard to the occurrence of any Event of Default or any condition precedent whatsoever, to reimburse such LC the Issuer on demand for (i) such Lender’s 's Pro Rata Share of the amount of each payment made by such LC the Issuer under each Facility LC Letter of Credit to the extent such amount is not reimbursed by the Borrower pursuant to Section 2.19(f) below and there are not funds available in the Facility LC Collateral Account to cover the samebelow, plus (ii) interest on the foregoing amount to be reimbursed by such Lenderamount, for each day from the date of such LC Issuer’s demand for such reimbursement (or, if such demand is made after 9:00 a.m. (Pacific time) on such date, from the next succeeding Business Day) applicable payment by the Issuer to the date on which the Issuer is reimbursed by such Lender pays the amount to be reimbursed by itfor its Pro Rata Share thereof, at a rate of interest per annum equal to the Federal Funds Effective Rate or, beginning on third Business Day after demand for such amount by the first three (3) days andIssuer, thereafter, at a rate of interest equal to the rate applicable to Base Floating Rate Advances.

Administration; Reimbursement by Lenders. Upon receipt from the beneficiary of any Facility LC of any demand for payment under such Facility LC, the applicable LC Issuer shall notify the Administrative Agent and the Administrative Agent shall promptly notify the Borrower and each other Lender as to the amount to be paid by such the LC Issuer as a result of such demand and the proposed payment date (the “"LC Payment Date”"). The responsibility of each the LC Issuer to the Borrower and each Lender shall be only to determine that the documents (including each demand for payment) delivered under each Facility LC in connection with such presentment shall be in conformity in all material respects with such Facility LC. Each The LC Issuer shall endeavor to exercise the same care in the issuance and administration of the Facility LCs as it does with respect to letters of credit in which no participations are granted, it being understood that in the absence of any gross negligence or willful misconduct by such the LC Issuer, each Lender shall be unconditionally and irrevocably liable without regard to the occurrence of any Event of Default or any condition precedent whatsoever, to reimburse such the LC Issuer on demand for (i) such Lender’s 's Revolving Loan Pro Rata Share of the amount of each payment made by such the LC Issuer under each Facility LC to the extent such amount is not reimbursed by the Borrower pursuant to Section 2.19(f) below and there are not funds available in the Facility LC Collateral Account to cover the same2.20.6 below, plus (ii) interest on the foregoing amount to be reimbursed by such Lender, for each day from the date of such the LC Issuer’s 's demand for such reimbursement (or, if such demand is made after 9:00 11:00 a.m. (Pacific Salt Lake City, Utah time) on such date, from the next succeeding Business Day) to the date on which such Lender pays the amount to be reimbursed by it, at a rate of interest per annum equal to the Federal Funds Effective Rate for the first three (3) days and, thereafter, at a rate of interest equal to the rate applicable to Base Floating Rate Advances.

Administration; Reimbursement by Lenders. Upon receipt from the beneficiary of any Facility LC of any demand for payment under such Facility LC, the applicable LC Issuer shall will notify the Administrative Agent and the Administrative Agent shall will promptly notify the Borrower Borrowers and each other Lender as to the amount to be paid by such the LC Issuer as a result of such demand and the proposed payment date (the “"LC Payment Date”"). The responsibility of each the LC Issuer to the Borrower Borrowers and each Lender shall will be only to determine that the documents (including each demand for payment) delivered under each Facility LC in connection with such presentment shall will be in conformity in all material respects with such Facility LC. Each LC Issuer shall endeavor to exercise the same care in the issuance and administration of the Facility LCs as it does with respect to letters of credit in which no participations are granted, it being understood that in In the absence of any gross negligence or willful misconduct by such the LC Issuer, each Lender shall will be unconditionally and irrevocably liable without regard to the occurrence of any Event of Default or any condition precedent whatsoever, to reimburse such the LC Issuer on demand for (i) such Lender’s 's Pro Rata Share of the amount of each payment made by such the LC Issuer under each Facility LC to the extent such amount is not reimbursed by the Borrower Borrowers pursuant to Section 2.19(f) below and there are not funds available in the Facility LC Collateral Account to cover the same2.19.6 below, plus (ii) interest on the foregoing amount to be reimbursed by such Lender, for each day from the date of such the LC Issuer’s 's demand for such reimbursement (or, if such demand is made after 9:00 11:00 a.m. (Pacific Tulsa time) on such date, from the next succeeding Business Day) to the date on which such Lender pays the amount to be reimbursed by it, at a rate of interest per annum equal to the Federal Funds Effective Rate for the first three (3) days and, thereafter, at a rate of interest equal to the rate applicable to Base Floating Rate Advances.

Administration; Reimbursement by Lenders. Upon receipt from the beneficiary of any Facility LC of any demand for payment under such Facility LC, the applicable LC Issuer shall notify the Administrative Agent and the Administrative Agent shall promptly notify the Borrower Company and each other Revolving Lender as to the amount to be paid by such the LC Issuer as a result of such demand and the proposed payment date (the “LC Payment Date”). The responsibility of each the LC Issuer to the Borrower Company and each Revolving Lender shall be only to determine that the documents (including each demand for payment) delivered under each Facility LC in connection with such presentment shall be in conformity in all material respects with such Facility LC. Each The LC Issuer shall endeavor to exercise the same care in the issuance and administration of the Facility LCs as it does with respect to letters of credit in which no participations are granted, it being understood that in the absence of any gross negligence or willful misconduct by such the LC Issuer, each Revolving Lender shall be unconditionally and irrevocably liable without regard to the occurrence of any Event of Default or any condition precedent whatsoever, to reimburse such the LC Issuer on demand for (i) such Revolving Lender’s Revolving Loan Pro Rata Share of the amount of each payment made by such the LC Issuer under each Facility LC to the extent such amount is not reimbursed by the Borrower Company pursuant to Section 2.19(f) below and there are not funds available in the Facility LC Collateral Account to cover the same2.19.6 below, plus (ii) interest on the foregoing amount to be reimbursed by such Revolving Lender, for each day from the date of such the LC Issuer’s demand for such reimbursement (or, if such demand is made after 9:00 11:00 a.m. (Pacific Chicago time) on such date, from the next succeeding Business Day) to the date on which such Revolving Lender pays the amount to be reimbursed by it, at a rate of interest per annum equal to the Federal Funds Effective Rate for the first three (3) days and, thereafter, at a rate of interest equal to the rate applicable to Base Floating Rate Advances (or, in the case of the disbursement paid by the LC Issuer is denominated in a Foreign Currency, at the Overnight Foreign Currency Rate for such Agreed Currency plus the then effective Applicable Margin for Eurocurrency Advances).

Administration; Reimbursement by Lenders. Upon receipt from the beneficiary of any Facility LC of any demand for payment under such Facility LC, the applicable LC Issuer of such Facility LC shall notify the Administrative Agent Agent, and the Administrative Agent shall promptly notify the Borrower and each other Lender Lender, as to the amount to be paid by such LC Issuer as a result of such demand and the proposed payment date (the “LC Payment Date”). The responsibility of each LC Issuer to the Borrower and each Lender shall be only to determine that the documents (including each demand for payment) delivered under each Facility LC issued by such LC Issuer in connection with such each presentment thereunder shall be in conformity in all material respects with such Facility LC. Each LC Issuer shall endeavor to exercise the same care in the issuance and administration of the Facility LCs thereby as it does with respect to letters of credit in which no participations are granted, it being understood that that, in the absence of any gross negligence or willful misconduct by such LC Issuer, each Lender shall be unconditionally and irrevocably liable liable, without regard to the occurrence of any Event of Default or Unmatured Default or any condition precedent whatsoever, to reimburse such LC Issuer on demand for (i) such Lender’s Pro Rata Share of the amount of each payment made by such LC Issuer under each Facility LC issued thereby to the extent such amount is not reimbursed by the Borrower pursuant to Section 2.19(f) below and there are not funds available in the Facility LC Collateral Account to cover the same2.16.6, plus (ii) interest on the foregoing amount to be reimbursed by such Lender, for each day from the date of such LC Issuer’s demand for such reimbursement (or, if such demand is made after 9:00 a.m. 12:00 noon (Pacific timelocal time of such LC Issuer) on such date, from the next succeeding Business Day) to the date on which such Lender pays the amount to be reimbursed by it, at a rate of interest per annum equal to the Federal Funds Effective Rate for the first three (3) days and, thereafter, at a rate of interest equal to the rate applicable to Base Floating Rate AdvancesLoans.

Administration; Reimbursement by Lenders. Upon receipt from the beneficiary of any Facility LC of any demand for payment under such Facility LC, the applicable LC Issuer shall notify the Administrative Agent and the Administrative Agent shall promptly notify the Borrower and each other Lender as to the amount to be paid by such the LC Issuer as a result of such demand and the proposed payment date (the “LC Payment Date”). The responsibility of each the LC Issuer to the Borrower and each Lender shall be only to determine that the documents (including each demand for payment) delivered under each Facility LC in connection with such presentment shall be in conformity in all material respects with such Facility LC. Each The LC Issuer shall endeavor to exercise the same care in the issuance and administration of the Facility LCs as it does with respect to letters of credit in which no participations are granted, it being understood that in the absence of any gross negligence or willful misconduct by such the LC Issuer, each Lender shall be unconditionally and irrevocably liable without regard to the occurrence of any Event of Default or any condition precedent whatsoever, to reimburse such the LC Issuer on demand for (i) such Lender’s Pro Rata Share of the amount of each payment made by such the LC Issuer under each Facility LC to the extent such amount is not reimbursed by the Borrower pursuant to Section 2.19(f) below and there are not funds available in the Facility LC Collateral Account to cover the same2.20.6 below, plus (ii) interest on the foregoing amount to be reimbursed by such Lender, for each day from the date of such the LC Issuer’s demand for such reimbursement (or, if such demand is made after 9:00 11:00 a.m. (Pacific Chicago, Illinois time) on such date, from the next succeeding Business Day) to the date on which such Lender pays the amount to be reimbursed by it, at a rate of interest per annum equal to the Federal Funds Effective Rate for the first three (3) days and, thereafter, at a rate of interest equal to the rate applicable to Base Floating Rate Advances.

Administration; Reimbursement by Lenders. Upon receipt from the beneficiary of any Facility LC of any demand for payment under such Facility LC, the applicable LC Issuer shall notify the Administrative Agent and the Administrative Agent shall promptly notify the Borrower and each other Lender as to the amount to be paid by such the LC Issuer as a result of such demand and the proposed payment date (the “"LC Payment Date”"). The responsibility of each the LC Issuer to the Borrower and each Lender shall be only to determine that the documents (including each demand for payment) delivered under each Facility LC in connection with such presentment shall be in conformity in all material respects with such Facility LC. Each The LC Issuer shall endeavor to exercise the same care in the issuance and administration of the Facility LCs as it does with respect to letters Letters of credit Credit in which no participations are granted, it being understood that in the absence of any gross negligence or willful misconduct by such the LC Issuer, each Lender shall be unconditionally and irrevocably liable without regard to the occurrence of any Event of Default or any condition precedent whatsoever, to reimburse such the LC Issuer on demand for (i) such Lender’s 's Pro Rata Share of the amount of each payment made by such the LC Issuer under each Facility LC to the extent such amount is not reimbursed by the Borrower pursuant to Section 2.19(f2.22(f) below and there are not funds available in the Facility LC Collateral Account to cover the samebelow, plus (ii) interest on the foregoing amount to be reimbursed by such Lender, for each day from the date of such the LC Issuer’s 's demand for such reimbursement (or, if such demand is made after 9:00 11:00 a.m. (Pacific Chicago time) on such date, from the next succeeding Business Day) to the date on which such Lender pays the amount to be reimbursed by it, at a rate of interest per annum equal to the Federal Funds Effective Rate for the first three (3) days and, thereafter, at a rate of interest equal to the rate applicable to Base Floating Rate Advances.

Administration; Reimbursement by Lenders. Upon receipt from the beneficiary of any Facility LC of any demand for payment under such Facility LC, the applicable LC Issuer shall notify the Administrative Agent and the Administrative Agent shall promptly notify the Borrower and each other Lender as to the amount to be paid by such LC Issuer as a result of such demand and the proposed payment date (the “"LC Payment Date”"). The responsibility of each such LC Issuer to the Borrower and each Lender shall be only to determine that the documents (including each demand for payment) delivered under each Facility LC in connection with such presentment shall be in conformity in all material respects with such Facility LC. Each LC Issuer shall endeavor to exercise the same care in the issuance and administration of the Facility LCs as it does with respect to letters of credit in which no participations are granted, it being understood that in the absence of any gross negligence or willful misconduct by such LC Issuer, each Lender shall be unconditionally and irrevocably liable without regard to the occurrence of any Event of Default or Unmatured Default or any condition precedent whatsoever, to reimburse such LC Issuer on demand for (i) such Lender’s 's Pro Rata Share of the amount of each payment made by such LC Issuer under each Facility LC to the extent such amount is not reimbursed by the Borrower pursuant to Section 2.19(f2.18(f) below and there are not funds available in the Facility LC Collateral Account to cover the samebelow, plus (ii) interest on the foregoing amount to be reimbursed by such Lender, for each day from the date of such LC Issuer’s 's demand for such reimbursement (or, if such demand is made after 9:00 a.m. (Pacific time) 12:00 noon on such date, from the next succeeding Business Day) to the date on which such Lender pays the amount to be reimbursed by it, at a rate of interest per annum equal to the Federal Funds Effective Rate for the first three (3) days and, thereafter, at a rate of interest equal to the rate applicable to Base Floating Rate Advances.

Administration; Reimbursement by Lenders. Upon receipt from the beneficiary of any Facility LC of any demand for payment under such Facility LC, the applicable LC Issuer shall notify the Administrative Agent and the Administrative Agent shall promptly notify the Borrower and each other Lender as to the amount to be paid by such LC Issuer as a result of such demand and the proposed payment date (the “"LC Payment Date”"). The responsibility of each such LC Issuer to the Borrower and each Lender shall be only to determine that the documents (including each demand for payment) delivered under each Facility LC in connection with such presentment shall be in conformity in all material respects with such Facility LC. Each LC Issuer shall endeavor to exercise the same care in the issuance and administration of the Facility LCs as it does with respect to letters of credit in which no participations are granted, it being understood that in the absence of any gross negligence or willful misconduct by such LC Issuer, each Lender shall be unconditionally and irrevocably liable without regard to the occurrence of any Event of Default or Unmatured Default or any condition precedent whatsoever, to reimburse such LC Issuer on demand for (i) such Lender’s 's Pro Rata Share of the amount of each payment made by such LC Issuer under each Facility LC to the extent such amount is not reimbursed by the Borrower pursuant to Section 2.19(f2.18(f) below and there are not funds available in the Facility LC Collateral Account to cover the samebelow, plus (ii) interest on the foregoing amount to be reimbursed by such Lender, for each day from the date of such LC Issuer’s 's demand for such reimbursement (or, if such demand is made after 9:00 a.m. (Pacific time) 12:00 noon on such date, from the next succeeding Business Day) to the date on which such Lender pays the amount to be reimbursed by it, at a rate of interest per annum equal to the Federal Funds Effective Rate for the first three (3) days and, thereafter, at a rate of interest equal to the rate applicable to Base Floating Rate Advances.

Administration; Reimbursement by Lenders. Upon receipt from the beneficiary of any Facility LC Letter of Credit of any demand for payment under such Facility LCLetter of Credit, the applicable LC Issuer shall notify the Administrative Agent and the Administrative Agent shall promptly notify the Borrower and each other Lender as to the amount to be paid by such LC the Issuer as a result of such demand and the proposed payment date (the “LC "Letter of Credit Payment Date”"). The responsibility of each LC the Issuer to the Borrower and each Lender shall be only to determine that the documents (including each demand for payment) delivered under each Facility LC Letter of Credit in connection with such presentment shall be in conformity in all material respects with such Facility LCLetter of Credit. Each LC The Issuer shall endeavor to exercise the same care in the its issuance and administration of the Facility LCs Letters of Credit as it does with respect to letters of credit in which no participations are granted, it being understood that in the absence of any gross negligence or willful misconduct by such LC the Issuer, each Lender shall be unconditionally and irrevocably liable obligated, without regard to the occurrence of any Event of Default or any condition precedent whatsoever, to reimburse such LC the Issuer on demand for (i) such Lender’s Pro Rata Share 's pro rata share (determined by such Lender's pro rata share of the Aggregate Commitment) of the amount of each payment made by such LC the Issuer under each Facility LC applicable Letter of Credit to the extent such amount is not reimbursed by the Borrower pursuant to Section 2.19(f2.20(vi) below and there are not funds available in the Facility LC Collateral Account to cover the samebelow, plus (ii) interest on the foregoing amount to be reimbursed by such Lender, for each day from the date of such LC Issuer’s demand for such reimbursement (or, if such demand is made after 9:00 a.m. (Pacific time) on such date, from the next succeeding Business Day) applicable payment by the Issuer to the date on which such Lender pays the amount to be reimbursed by it, at a rate of interest per annum equal to the Federal Funds Effective Rate or, beginning on third Business Day after demand for such amount by the first three (3) days andIssuer, thereafter, at a rate of interest equal to the rate applicable to Base Floating Rate Advances.

Administration; Reimbursement by Lenders. Upon receipt from the beneficiary of any Facility LC of any demand for payment under such Facility LC, the applicable LC Issuer shall notify the Administrative Agent and the Administrative Agent shall promptly notify the Borrower and each other Lender as to the amount to be paid by such the LC Issuer as a result of such demand and the proposed payment date (the “LC Payment Date”). The responsibility of each the LC Issuer to the Borrower and each Lender shall be only to determine that the documents (including each demand for payment) delivered under each Facility LC in connection with such presentment shall be in conformity in all material respects with such Facility LC. Each The LC Issuer shall endeavor to exercise the same care in the issuance and administration of the Facility LCs as it does with respect to letters Letters of credit Credit in which no participations are granted, it being understood that in the absence of any gross negligence or willful misconduct by such the LC Issuer, each Lender shall be unconditionally and irrevocably liable without regard to the occurrence of any Event of Default or any condition precedent whatsoever, to reimburse such the LC Issuer on demand for (i) such Lender’s Revolving Loan Pro Rata Share of the amount of each payment made by such the LC Issuer under each Facility LC to the extent such amount is not reimbursed by the Borrower pursuant to Section 2.19(f) below and there are not funds available in the Facility LC Collateral Account to cover the same2.20.6 below, plus (ii) interest on the foregoing amount to be reimbursed by such Lender, for each day from the date of such the LC Issuer’s demand for such reimbursement (or, if such demand is made after 9:00 11:00 a.m. (Pacific Phoenix, Arizona time) on such date, from the next succeeding Business Day) to the date on which such Lender pays the amount to be reimbursed by it, at a rate of interest per annum equal to the Federal Funds Effective Rate for the first three (3) days and, thereafter, at a rate of interest equal to the rate applicable to Base Floating Rate Advances.

Administration; Reimbursement by Lenders. Upon receipt from the beneficiary of any Facility LC Letter of Credit of any demand for payment under such Facility LCLetter of Credit, the applicable LC Issuer shall notify the Administrative Agent and the Borrower and the Administrative Agent shall promptly notify the Borrower and each other Lender as to of the amount to be paid by such LC Issuer as a result of such demand and the proposed payment date (the “LC Letter of Credit Payment Date”). After honoring any demand for payment under any Letter of Credit, the applicable Issuer shall, upon the request of the Borrower, send to the Borrower the beneficiary statement or an accurate copy of such beneficiary statement pursuant to which the applicable beneficiary requested payment. The responsibility of each LC any Issuer to the Borrower and each Lender shall be only to determine that the documents (including each demand for payment) delivered under each Facility LC Letter of Credit issued by such Issuer in connection with such presentment shall be a demand for payment are in conformity in all material respects with such Facility LCLetter of Credit. Each LC Issuer shall endeavor to exercise the same care in the its issuance and administration of the Facility LCs Letters of Credit as it does with respect to letters of credit in which no participations are granted, it being understood that in the absence of any gross negligence or willful misconduct by such LC Issuer, each Lender shall be unconditionally and irrevocably liable obligated, without regard to the occurrence of any Event of Default or any condition precedent whatsoever, to reimburse (and the Administrative Agent may apply Cash Collateral for this purpose) such LC Issuer on demand for (i) such Lender’s Pro Rata Share of the amount of each payment made by such LC Issuer under each Facility LC Letter of Credit to the extent such amount is not reimbursed by the Borrower pursuant to Section 2.19(f) below and there are not funds available in below, plus, .CHAR1\1170499v7 without limiting the Facility LC Collateral Account to cover the sameother provisions of this Agreement, plus (ii) interest on the foregoing amount to be reimbursed by such Lenderamount, for each day from the date of the applicable payment by such LC Issuer’s demand for such reimbursement (or, if such demand is made after 9:00 a.m. (Pacific time) on such date, from the next succeeding Business Day) Issuer to the date on which such Lender pays the amount to be Issuer is reimbursed by itsuch Lender for its Pro Rata Share thereof, at a rate of interest per annum equal to the greater of the Federal Funds Effective Rate for the first three (3) days and, thereafter, at and a rate of interest equal to determined by the rate applicable to Base Rate AdvancesIssuer in accordance with banking industry rules on interbank compensation, plus (iii) any administrative, processing or similar fees customarily charged by the applicable Issuer in connection with the foregoing.

Administration; Reimbursement by Lenders. Upon receipt from the beneficiary of any Facility LC of any demand for payment under such Facility LC, the applicable LC Issuer shall notify the Administrative Agent and the Administrative Agent shall promptly notify the Parent Borrower and each other Lender as to the amount to be paid by such the LC Issuer as a result of such demand and the proposed payment date (the “"LC Payment Date”"). The responsibility of each the LC Issuer to the Parent Borrower and each Lender shall be only to determine that the documents (including each demand for payment) delivered under each Facility LC in connection with such presentment shall be in conformity in all material respects with such Facility LC. Each The LC Issuer shall endeavor to exercise the same care in the issuance and administration of the Facility LCs as it does with respect to letters of credit in which no participations are granted, it being understood that in the absence of any gross negligence or willful misconduct by such the LC Issuer, each Lender shall be unconditionally and irrevocably liable without regard to the occurrence of any Event of Default or any condition precedent whatsoever, to reimburse such the LC Issuer on demand for (i) such Lender’s 's Pro Rata Share of the amount of each payment made by such the LC Issuer under each Facility LC to the extent such amount is not reimbursed by the Parent Borrower pursuant to Section 2.19(f) below and there are not funds available in the Facility LC Collateral Account to cover the same2.19.6 below, plus (ii) interest on the foregoing amount to be reimbursed by such Lender, for each day from the date of such the LC Issuer’s 's demand for such reimbursement (or, if such demand is made after 9:00 11:00 a.m. (Pacific Dallas time) on such date, from the next succeeding Business Day) to the date on which such Lender pays the amount to be reimbursed by it, at a rate of interest per annum equal to the Federal Funds Effective Rate for the first three (3) days and, thereafter, at a rate of interest equal to the rate applicable to Base Floating Rate Advances.

Administration; Reimbursement by Lenders. Upon receipt from the beneficiary of any Facility LC of any demand for payment under such Facility LC, the applicable LC Issuer shall notify the Administrative Agent and the Administrative Agent shall promptly notify the applicable Borrower and each other Lender as to the amount to be paid by such the LC Issuer as a result of such demand and the proposed payment date (the “"LC Payment Date”"). The responsibility of each the LC Issuer to the applicable Borrower and each Lender shall be only to determine that the documents (including each demand for payment) delivered under each Facility LC in connection with such presentment shall be in conformity in all material respects with such Facility LC. Each The LC Issuer shall endeavor to exercise the same care in the issuance and administration of the Facility LCs as it does with respect to letters of credit in which no participations are granted, it being understood that in the absence of any gross negligence or willful misconduct by such the LC Issuer, each Lender shall be unconditionally and irrevocably liable liable, without regard to the occurrence of the Commitment Termination Date or the Final Termination Date for the applicable Borrower, the occurrence of any Event of Default or Unmatured Event of Default or any condition precedent whatsoever, to reimburse such the LC Issuer on demand for (i) such Lender’s 's Pro Rata Share of the amount of each payment made by such the LC Issuer under each Facility LC to the extent such amount is not reimbursed by the applicable Borrower pursuant to Section 2.19(f) below and there are not funds available in the Facility LC Collateral Account to cover the same2.16.6 below, plus (ii) interest on the foregoing amount to be reimbursed by such Lender, for each day from the date of such the LC Issuer’s 's demand for such reimbursement (or, if such demand is made after 9:00 a.m. 11:00 A.M. (Pacific Chicago time) on such dateday, from the next succeeding Business Day) to the date on which such Lender pays the amount to be reimbursed by it, at a rate of interest per annum equal to the Federal Funds Effective Rate for the first three (3) days and, thereafter, at a rate of interest equal to the rate applicable to Base Rate AdvancesRate.

Administration; Reimbursement by Lenders. Upon receipt from ---------------------------------------- the beneficiary of any Facility LC of any demand for payment under such Facility LC, the applicable LC Issuer shall notify the Administrative Agent and the Administrative Agent shall promptly notify the Borrower and each other Lender as to the amount to be paid by such the LC Issuer as a result of such demand and the proposed payment date (the “"LC Payment Date”"). The responsibility of each the LC Issuer to the Borrower and each Lender shall be only to determine that the documents (including each demand for payment) delivered under each Facility LC in connection with such presentment shall be in conformity in all material respects with such Facility LC. Each The LC Issuer shall endeavor to exercise the same care in the issuance and administration of the Facility LCs as it does with respect to letters of credit in which no participations are granted, it being understood that in the absence of any gross negligence or willful misconduct by such the LC Issuer, each Lender shall be unconditionally and irrevocably liable without regard to the occurrence of any Event of Default or any condition precedent whatsoever, to reimburse such the LC Issuer on demand for (i) such Lender’s 's Pro Rata Share of the amount of each payment made by such the LC Issuer under each Facility LC to the extent such amount is not reimbursed by the Borrower pursuant to Section 2.19(f) below and there are not funds available in the Facility LC Collateral Account to cover the same2.21.6 below, plus (ii) interest on the foregoing amount to be reimbursed by such Lender, for each day from the date of such the LC Issuer’s 's demand for such reimbursement (or, if such demand is made after 9:00 11:00 a.m. (Pacific Chicago time) on such date, from the next succeeding Business Day) to the date on which such Lender pays the amount to be reimbursed by it, at a rate of interest per annum equal to the Federal Funds Effective Rate for the first three (3) days and, thereafter, at a rate of interest equal to the rate applicable to Base Floating Rate Advances.

Administration; Reimbursement by Lenders. Upon receipt from the beneficiary of any Facility LC of any demand for payment under such Facility LC, the applicable LC Issuer shall notify the Administrative Agent and the Administrative Agent shall promptly notify the Borrower and each other Lender as to the amount to be paid by such the LC Issuer as a result of such demand and the proposed payment date (the “LC Payment Date”). The responsibility of each the LC Issuer to the Borrower and each Lender shall be only to determine that the documents (including each demand for payment) delivered under each Facility LC in connection with such presentment shall be in conformity in all material respects with such Facility LC. Each The LC Issuer shall endeavor to exercise the same care in the issuance and administration of the Facility LCs as it does with respect to letters of credit in which no participations are granted, it being understood that in the absence of any gross negligence or willful misconduct by such the LC Issuer, each Lender shall be unconditionally and irrevocably liable without regard to the occurrence of any Event of Default or any condition precedent whatsoever, to reimburse such the LC Issuer on demand for (i) such Lender’s Revolving Loan Pro Rata Share of the amount of each payment made by such the LC Issuer under each Facility LC to the extent such amount is not reimbursed by the Borrower pursuant to Section 2.19(f) below and there are not funds available in the Facility LC Collateral Account to cover the same2.20.6 below, plus (ii) interest on the foregoing amount to be reimbursed by such Lender, for each day from the date of such the LC Issuer’s demand for such reimbursement (or, if such demand is made after 9:00 11:00 a.m. (Pacific Louisville, Kentucky time) on such date, from the next succeeding Business Day) to the date on which such Lender pays the amount to be reimbursed by it, at a rate of interest per annum equal to the Federal Funds Effective Rate for the first three (3) days and, thereafter, at a rate of interest equal to the rate applicable to Base Floating Rate Advances.

Administration; Reimbursement by Lenders. Upon receipt from the beneficiary of any Facility LC of any demand for payment under such Facility LC, the applicable LC Issuer shall notify the Administrative Agent and the Administrative Agent shall promptly notify the Borrower and each other Lender as to the amount to be paid by such the LC Issuer as a result of such demand and the proposed payment date (the “"LC Payment Date”"). The responsibility of each the LC Issuer to the Borrower and each Lender shall be only to determine that the documents (including each demand for payment) delivered under each Facility LC in connection with such presentment shall be in conformity in all material respects with such Facility LC. Each The LC Issuer shall endeavor to exercise the same care in the issuance and administration of the Facility LCs as it does with respect to letters of credit in which no participations are granted, it being understood that in the absence of any gross negligence or willful misconduct by such the LC Issuer, each Lender shall be unconditionally and irrevocably liable without regard to the occurrence of any Event of Default or any condition precedent whatsoever, to reimburse such the LC Issuer on demand for (i) such Lender’s 's Pro Rata Share of the amount of each payment made by such the LC Issuer under each Facility LC to the extent such amount is not reimbursed by the Borrower pursuant to Section 2.19(f) below and there are not funds available in the Facility LC Collateral Account to cover the same2.20.6 below, plus (ii) interest on the foregoing amount to be reimbursed by such Lender, for each day from the date of such the LC Issuer’s 's demand for such reimbursement (or, if such demand is made after 9:00 11:00 a.m. (Pacific Dallas time) on such date, from the next succeeding Business Day) to the date on which such Lender pays the amount to be reimbursed by it, at a rate of interest per annum equal to the Federal Funds Effective Rate for the first three (3) days and, thereafter, at a rate of interest equal to the rate applicable to Base Floating Rate Advances.

Administration; Reimbursement by Lenders. Upon receipt from the beneficiary of any Facility LC of any demand for payment under such Facility LC, the applicable LC Issuer shall notify the Administrative Agent and the Administrative Agent shall promptly notify the Borrower and each other Lender as to the amount to be paid by such LC Issuer as a result of such demand and the proposed payment date (the “"LC Payment Date”"). The responsibility of each LC Issuer to the Borrower and each Lender shall be only to determine that the documents (including each demand for payment) delivered under each Facility LC issued by such LC Issuer in connection with such presentment shall be in conformity in all material respects with such Facility LC. Each LC Issuer shall endeavor to exercise the same care in the issuance and administration of the Facility LCs issued by such LC Issuer as it does with respect to letters of credit in which no participations are granted, it being understood that in the absence of any gross negligence or willful misconduct by such the applicable LC Issuer, each Lender shall be unconditionally and irrevocably liable without regard to the occurrence of any Event of Unmatured Default or Default or any condition precedent whatsoever, to reimburse such LC Issuer on demand for (i) such Lender’s 's Pro Rata Share of the amount of each payment made by such LC Issuer under each Facility LC issued by such LC Issuer to the extent such amount is not reimbursed by the Borrower or funded by a Revolving Loan, in each case, pursuant to Section 2.19(f) below and there are not funds available in the Facility LC Collateral Account to cover the same2.21.6 below, plus (ii) interest on the foregoing amount to be reimbursed by such Lender, for each day from the date of such the applicable LC Issuer’s 's demand for such reimbursement (or, if such demand is made after 9:00 11:00 a.m. (Pacific Chicago time) on such date, from the next succeeding Business Day) to the date on which such Lender pays the amount to be reimbursed by it, at a rate of interest per annum equal to the Federal Funds Effective Rate for the first three (3) days and, thereafter, at a rate of interest equal to the rate applicable to Base Floating Rate Advances.

Administration; Reimbursement by Lenders. Upon receipt from the beneficiary of any Facility LC of any demand for payment under such Facility LC, the applicable LC Issuer shall notify the Administrative Agent and the Administrative Agent shall promptly notify the Borrower and each other Lender as to the amount to be paid by such LC Issuer as a result of such demand and the proposed payment date (the “LC Payment Date”); provided that the failure of such LC Issuer to so notify the Borrower shall not in any manner affect the obligations of the Borrower to reimburse such LC Issuer pursuant to Section 2.21.6. The responsibility of each LC Issuer to the Borrower and each Lender shall be only to determine that the documents (including each demand for payment) delivered under each Facility LC issued by such LC Issuer in connection with such presentment shall be in conformity in all material respects with such Facility LC. Each LC Issuer shall endeavor to exercise the same care in the issuance and administration of the Facility LCs issued by such LC Issuer as it does with respect to letters of credit in which no participations are granted, it being understood that in the absence of any gross negligence or willful misconduct as determined by such a court of competent jurisdiction in a final, non-appealable judgment by the applicable LC Issuer, each Lender shall be unconditionally and irrevocably liable without regard [***] = Certain information has been excluded from this exhibit because it is both not material and would likely cause harm to the company if publicly disclosed. to the occurrence of any Event of Default or any condition precedent whatsoever, to reimburse such LC Issuer on demand for (i) such Lender’s Pro Rata Share of the amount of each payment made by such LC Issuer under each Facility LC issued by such LC Issuer to the extent such amount is not reimbursed by the Borrower pursuant to Section 2.19(f) below and there are not funds available in the Facility LC Collateral Account to cover the same2.21.6 below, plus (ii) interest on the foregoing amount to be reimbursed by such Lender, for each day from the date of such the applicable LC Issuer’s demand for such reimbursement (or, if such demand is made after 9:00 a.m. 12:00 noon (Pacific Charlotte time) on such date, from the next succeeding Business Day) to the date on which such Lender pays the amount to be reimbursed by it, at a rate of interest per annum equal to the Federal Funds Effective Rate for the first three (3) days and, thereafter, at a rate of interest equal to the rate applicable to Base Floating Rate Advances. In the event any LC Issuer shall receive any payment from any Lender pursuant to this Section 2.21.5, the Administrative Agent (acting for this purpose solely as agent of the Borrower) (i) shall keep a register for the registration relating to each such Reimbursement Obligation, specifying such participating Lender’s name, address and entitlement to payments with respect to such participating Lender’s share of the principal amount of any Reimbursement Obligation and interest thereon with respect to its respective participations, and each transfer thereof and the name and address of each transferee and (ii) shall collect, prior to the time such participating Lender receives payment with respect to such participation, from each such participating Lender the appropriate forms, certificates, and statements described in Section 3.5 (and updated as required by Section 3.5) as if such participating Lender were a Lender under Section 3.5.