Common use of Payments by Borrowers; Presumptions by Administrative Agent Clause in Contracts

Payments by Borrowers; Presumptions by Administrative Agent. Unless the Administrative Agent shall have received notice from a Borrower prior to the date on which any payment is due to the Administrative Agent for the account of the Lenders or the L/C Issuer hereunder that such Borrower will not make such payment, the Administrative Agent may assume that such Borrower has made such payment on such date in accordance herewith and may, in reliance upon such assumption, distribute to the applicable Lenders or the L/C Issuer, as the case may be, the amount due. In such event, if such Borrower has not With respect to any payment that the Administrative Agent makes for the account of the Lenders or the L/C Issuer hereunder as to which the Administrative Agent determines (which determination shall be conclusive absent manifest error) that any of the following applies (such payment referred to as the “Rescindable Amount”): (A) no Borrower has in fact made such payment, (B) the Administrative Agent has made a payment in excess of the amount so paid by the applicable Borrower (whether or not then owed) or (C) the Administrative Agent has for any reason otherwise erroneously made such payment; then each of the applicable Lenders or the L/C Issuer, as the case may be, severally agrees to repay to the Administrative Agent forthwith on demand the amountRescindable Amount so distributed to such Lender or the L/C Issuer, in Same Day Funds with interest thereon, for each day from and including the date such amount is distributed to it to but excluding the date of payment to the Administrative Agent, at a rate per annum equal to the Overnight Rate. A notice of the Administrative Agent to any Lender or any Borrower with respect to any amount owing under this subsection (b) shall be conclusive, absent manifest error. Failure to Satisfy Conditions Precedent. If any Lender makes available to the Administrative Agent funds for any Loan to be made by such Lender to any Borrower as provided in the foregoing provisions of this Article II, and such funds are not made available to such Borrower by the Administrative Agent because the conditions to the applicable Borrowing set forth in Article IV are not satisfied or waived in accordance with the terms hereof, the Administrative Agent shall return such funds (in like funds as received from such Lender) to such Lender, without interest.

Payments by Borrowers; Presumptions by Administrative Agent. Unless the Administrative Agent shall have received notice from a Borrower prior to the date on which any payment is due to the Administrative Agent for the account of the Lenders or the L/C Issuer Issuers hereunder that such Borrower will not make such payment, the Administrative Agent may assume that such Borrower has made such payment on such date in accordance herewith and may, in reliance upon such assumption, distribute to the applicable Appropriate Lenders or the applicable L/C IssuerIssuers, as the case may be, the amount due. In such event, if such Borrower has not With respect to any payment that the Administrative Agent makes for the account of any of the Lenders or any of the L/C Issuer Issuers hereunder as to which the Administrative Agent determines (which determination shall be conclusive absent manifest error) that any of the following applies (such payment referred to as the “Rescindable Amount”): (A) no the applicable Borrower has not in fact made such payment, ; (B) the Administrative Agent has made a payment in excess of the amount so paid by the applicable such Borrower (whether or not then owed) ); or (C) the Administrative Agent has for any reason otherwise erroneously made such payment; then each of the applicable Appropriate Lenders or the applicable L/C IssuerIssuers, as the case may be, severally agrees to repay to the Administrative Agent forthwith on demand the amountRescindable Rescindable Amount so distributed to such Lender or the such L/C Issuer, in Same Day Funds with interest thereon, for each day from and including the date such amount is distributed to it to but excluding the date of payment to the Administrative Agent, at the greater of the Federal Funds Rate and a rate per annum equal to determined by the Overnight RateAdministrative Agent in accordance with banking industry rules on interbank compensation. A notice of the Administrative Agent to any Lender or any Borrower with respect to any amount owing under this subsection clause (b) shall be conclusive, absent manifest error. Failure to Satisfy Conditions Precedent. If any Lender makes available to the Administrative Agent funds for any Loan to be made by such Lender to any Borrower as provided in the foregoing provisions of this Article II, and such funds are not made available to such Borrower by the Administrative Agent because the conditions to the applicable Borrowing set forth in Article IV are not satisfied or waived in accordance with the terms hereof, the Administrative Agent shall return such funds (in like funds as received from such Lender) to such Lender, without interest.”

Payments by Borrowers; Presumptions by Administrative Agent. Unless the Administrative Agent shall have received notice from a Borrower the Borrowers prior to the date on which any payment is due to the Administrative Agent for the account of the Lenders or the L/C Issuer Issuers hereunder that such Borrower the Borrowers will not make such payment, the Administrative Agent may assume that such Borrower has the Borrowers have made such payment on such date in accordance herewith and may, in reliance upon such assumption, distribute to the applicable Lenders or the L/C IssuerIssuers, as the case may be, the amount due. In such event, if the Borrowers have not in fact made such Borrower has not With respect to any payment that the Administrative Agent makes for the account payment, then each of the Lenders or the L/C Issuer hereunder as to which the Administrative Agent determines (which determination shall be conclusive absent manifest error) that any of the following applies (such payment referred to as the “Rescindable Amount”): (A) no Borrower has in fact made such payment, (B) the Administrative Agent has made a payment in excess of the amount so paid by the applicable Borrower (whether or not then owed) or (C) the Administrative Agent has for any reason otherwise erroneously made such payment; then each of the applicable Lenders or the L/C IssuerIssuers, as the case may be, severally agrees to repay to the Administrative Agent forthwith on demand the amountRescindable Amount amount so distributed to such Lender or the L/C IssuerIssuers, in Same Day Funds immediately available funds with interest thereon, for each day from and including the date such amount is distributed to it to but excluding the date of payment to the Administrative Agent, at a rate per annum equal to the Overnight Federal Funds Rate. A notice of the Administrative Agent to any Lender or any Borrower the Borrowers with respect to any amount owing under this subsection (b) shall be conclusive, absent manifest error. Failure to Satisfy Conditions Precedent. If any Lender makes available to the Administrative Agent funds for any Loan to be made by such Lender to any Borrower as provided in the foregoing provisions of this Article II, and such funds are not made available to such Borrower the Borrowers by the Administrative Agent because the conditions to the applicable Borrowing Credit Extension set forth in Article IV are not satisfied or waived in accordance with the terms hereof, the Administrative Agent shall promptly return such funds (in like funds as received from such Lender) to such Lender, without interest.

Payments by Borrowers; Presumptions by Administrative Agent. Unless the Administrative Agent shall have received notice from a the Borrower Representative prior to the date on which any payment is due to the Administrative Agent for the account of the Lenders or the L/C Issuer hereunder that such Borrower Borrowers will not make such payment, the Administrative Agent may assume that such Borrower has the Borrowers have made such payment on such date in accordance herewith and may, in reliance upon such assumption, distribute to the applicable Lenders or the L/C Issuer, as the case may be, the amount due. In such event, if such Borrower has not With respect to any payment that the Administrative Agent makes for the account of the Lenders or the L/C Issuer hereunder as to which the Administrative Agent determines (which determination shall be conclusive absent manifest error) that any of the following applies (such payment referred to as the “Rescindable Amount”): (A1) no Borrower has the Borrowers have not in fact made such payment, ; (B2) the Administrative Agent has made a payment in excess of the amount so paid by the applicable Borrower Borrowers (whether or not then owed) ); or (C3) the Administrative Agent agent has for any reason otherwise erroneously made such payment; then each of the applicable Lenders or the L/C Issuer, as the case may be, severally agrees to repay to the Administrative Agent forthwith on demand the amountRescindable Rescindable Amount so distributed to such Lender or the L/C Issuer, in Same Day Funds with interest thereon, for each day from and including the date such amount is distributed to it to but excluding the date of payment to the Administrative Agent, at a rate per annum equal to the Overnight Rate. A notice of the Administrative Agent to any Lender or any the Borrower Representative with respect to any amount owing under this subsection (b) shall be conclusive, absent manifest error. Failure to Satisfy Conditions Precedent. If any Lender makes available to the Administrative Agent funds for any Loan to be made by such Lender to any Borrower as provided in the foregoing provisions of this Article II, and such funds are not made available to such Borrower by the Administrative Agent because the conditions to the applicable Borrowing set forth in Article IV are not satisfied or waived in accordance with the terms hereof, the Administrative Agent shall return such funds (in like funds as received from such Lender) to such Lender, without interest.

Payments by Borrowers; Presumptions by Administrative Agent. Unless the Administrative Agent shall have received notice from a Borrower prior to the date on which any payment is due to the Administrative Agent for the account of the Lenders or the L/C Issuer hereunder that such Borrower will not make such payment, the Administrative Agent may assume that such Borrower has made such payment on such date in accordance herewith and may, in reliance upon such assumption, distribute to the applicable Lenders or the L/C Issuer, as the case may be, the amount due. In such event, if such Borrower has not With respect to any payment that the Administrative Agent makes for the account of the Lenders or the L/C Issuer hereunder as to which the Administrative Agent determines (which determination shall be conclusive absent manifest error) that any of the following applies (such payment referred to as the “Rescindable Amount”): (A) no Borrower has in fact made such payment, (B) the Administrative Agent has made a payment in excess of the amount so paid by the applicable Borrower (whether or not then owed) or (C) the Administrative Agent has for any reason otherwise erroneously made such payment; then each of the applicable Lenders or the L/C Issuer, as the case may be, severally agrees to repay to the Administrative Agent forthwith on demand the amountRescindable Rescindable Amount so distributed to such Lender or the L/C Issuer, in Same Day Funds with interest thereon, for each day from and including the date such amount is distributed to it to but excluding the date of payment to the Administrative Agent, at a rate per annum equal to the Overnight Rate; provided, that, this Section 2.12(b)(ii) shall not be interpreted to increase (or accelerate the due date for), or have the effect of increasing (or accelerating the due date for), the Obligations relative to the amount (and/or timing for payment) of the Obligations that would have been payable had such payment not been made by the Administrative Agent. A notice of the Administrative Agent to any Lender or any Borrower with respect to any amount owing under this subsection (b) shall be conclusive, absent manifest error. Failure to Satisfy Conditions Precedent. If any Lender makes available to the Administrative Agent funds for any Loan to be made by such Lender to any Borrower as provided in the foregoing provisions of this Article II, and such funds are not made available to such Borrower by the Administrative Agent because the conditions to the applicable Borrowing set forth in Article IV are not satisfied or waived in accordance with the terms hereof, the Administrative Agent shall return such funds (in like funds as received from such Lender) to such Lender, without interest.CHAR1\0000000x0

Payments by Borrowers; Presumptions by Administrative Agent. Unless the Administrative Agent shall have received notice from a the applicable Borrower prior to the date on which any payment is due to the Administrative Agent for the account of the Lenders or the thean L/C Issuer hereunder that such the applicable Borrower will not make such payment, the Administrative Agent may assume that such the applicable Borrower has made such payment on such date in accordance herewith and may, in reliance upon such assumption, distribute to the applicable Lenders or the thesuch L/C Issuer, as the case may be, the amount due. In such event, if such the applicable Borrower has not in fact With respect to any payment that the Administrative Agent makes for the account of the Lenders or the an L/C Issuer hereunder as to which the Administrative Agent determines (which determination shall be conclusive absent manifest error) that any of the following applies (such payment referred to as the “Rescindable Amount”): (A1) no Borrower has the Borrowers have not in fact made such payment, ; (B2) the Administrative Agent has made a payment in excess of the amount so paid by the applicable Borrower Borrowers (whether or not then owed) ); or (C3) the Administrative Agent has for any reason otherwise erroneously made such payment; , then each of the applicable relevant Lenders or the relevant L/C Issuer, as the case may be, severally agrees to repay to the Administrative Agent forthwith on demand the amountRescindable Amount amount so distributed to such Lender or the thesuch L/C Issuer, in Same Day Funds with interest thereon, for each day from and including the date such amount is distributed to it to but excluding the date of payment to the Administrative Agent, at a rate per annum equal to the Overnight Rate. A notice of the Administrative Agent to any Lender or any the applicable Borrower with respect to any amount owing under this subsection (b) shall be conclusive, absent manifest error. Failure to Satisfy Conditions Precedent. If any Lender makes available to the Administrative Agent funds for any Loan to be made by such Lender to any Borrower as provided in the foregoing provisions of this Article II, and such funds are not made available to such Borrower by the Administrative Agent because the conditions to the applicable Borrowing set forth in Article IV are not satisfied or waived in accordance with the terms hereof, the Administrative Agent shall return such funds (in like funds as received from such Lender) to such Lender, without interest.

Payments by Borrowers; Presumptions by Administrative Agent. Unless the Administrative Agent shall have received notice from a Borrower the Borrowers prior to the date on which any payment is due to the Administrative Agent for the account of the Lenders or the any L/C Issuer hereunder that such Borrower the Borrowers will not make such payment, the Administrative Agent may assume that such Borrower has the Borrowers have made such payment on such date in accordance herewith and may, in reliance upon such assumption, distribute to the applicable Appropriate Lenders or the L/C IssuerIssuers, as the case may be, the amount due. In such event, if such Borrower has not With respect to any payment that the Administrative Agent makes for the account of the Lenders or the any L/C Issuer hereunder as to which the Administrative Agent determines (which determination shall be conclusive absent manifest error) that any of the following applies (such payment referred to as the “Rescindable Amount”): (A1) no Borrower has the Borrowers have not in fact made such payment, ; (B2) the Administrative Agent has made a payment in excess of the amount so paid by the applicable Borrower Borrowers (whether or not then owed) ); or (C3) the Administrative Agent agent has for any reason otherwise erroneously made such payment; then each of the applicable Appropriate Lenders or the L/C Issuer, as the case may be, severally agrees to repay to the Administrative Agent forthwith on demand the amountRescindable Rescindable Amount so distributed to such Lender or the such L/C Issuer, in Same Day Funds immediately available funds with interest thereon, for each day from and including the date such amount is distributed to it to but excluding the date of payment to the Administrative Agent, at the greater of the Federal Funds Rate and a rate per annum equal to determined by the Overnight RateAdministrative Agent in accordance with banking industry rules on interbank compensation. A notice of the Administrative Agent to any Lender or any Borrower the Borrowers with respect to any amount owing under this subsection (b) shall be conclusive, absent manifest error. Failure to Satisfy Conditions Precedent. If any Lender makes available to the Administrative Agent funds for any Loan to be made by such Lender to any Borrower as provided in the foregoing provisions of this Article II, and such funds are not made available to such Borrower by the Administrative Agent because the conditions to the applicable Borrowing set forth in Article IV are not satisfied or waived in accordance with the terms hereof, the Administrative Agent shall return such funds (in like funds as received from such Lender) to such Lender, without interest.

Payments by Borrowers; Presumptions by Administrative Agent. Unless the Administrative Agent shall have received notice from a Borrower the Borrowers prior to the date on which any payment is due to the Administrative Agent for the account of the Lenders or the L/C Issuer hereunder that such Borrower the Borrowers will not make such payment, the Administrative Agent may assume that such Borrower has the Borrowers have made such payment on such date in accordance herewith and may, in reliance upon such assumption, distribute to the applicable Lenders or the L/C Issuer, as the case may be, the amount due. In such event, if such Borrower has not With respect to any payment that the Administrative Agent makes for the account of the Lenders or the L/C Issuer hereunder as to which the Administrative Agent determines (which determination shall be conclusive absent manifest error) that any of the following applies (such payment referred to as the “Rescindable Amount”): (A1) no Borrower has the Borrowers have not in fact made such payment, ; (B2) the Administrative Agent has made a payment in excess of the amount so paid by the applicable Borrower Borrowers (whether or not then owed) ); or (C3) the Administrative Agent has for any reason otherwise erroneously made such payment; then each of the applicable Lenders or the L/C Issuer, as the case may be, severally agrees to repay to the Administrative Agent forthwith on demand the amountRescindable Rescindable Amount so distributed to such Lender or the L/C Issuer, in Same Day Funds with interest thereon, for each day from and including the date such amount is distributed to it to but excluding the date of payment to the Administrative Agent, at the greater of the Federal Funds Rate and a rate per annum equal to determined by the Overnight RateAdministrative Agent in accordance with banking industry rules on interbank compensation. A notice of the Administrative Agent to any Lender or any Borrower with respect to any amount owing under this subsection (b) shall be conclusive, absent manifest error. Failure to Satisfy Conditions Precedent. If any Lender makes available to the Administrative Agent funds for any Loan to be made by such Lender to any Borrower as provided in the foregoing provisions of this Article II, and such funds are not made available to such Borrower by the Administrative Agent because the conditions to the applicable Borrowing set forth in Article IV are not satisfied or waived in accordance with the terms hereof, the Administrative Agent shall return such funds (in like funds as received from such Lender) to such Lender, without interest.

Payments by Borrowers; Presumptions by Administrative Agent. Unless the Administrative Agent shall have received notice from a Borrower prior to the date on which any payment is due to the Administrative Agent for the account of the Lenders or the any L/C Issuer hereunder that such Borrower will not make such payment, the Administrative Agent may assume that such Borrower has made such payment on such date in accordance herewith and may, in reliance upon such assumption, distribute to the applicable Lenders or the such L/C Issuer, as the case may be, the amount due. In such event, if such Borrower has not With respect to any payment that the Administrative Agent makes for the account of the Lenders or the L/C Issuer hereunder as to which the Administrative Agent determines (which determination shall be conclusive absent manifest error) that any of the following applies (such payment referred to as the “Rescindable Amount”): (A) no Borrower has in fact made such payment, (B) the Administrative Agent has made a payment in excess of the amount so paid by the applicable Borrower (whether or not then owed) or (C) the Administrative Agent has for any reason otherwise erroneously made such payment; then each of the applicable Lenders or the applicable L/C Issuer, as the case may be, severally agrees to repay to the Administrative Agent forthwith on demand the amountRescindable Amount amount so distributed to such Lender or the such L/C Issuer, in Same Day Funds with interest thereon, for each day from and including the date such amount is distributed to it to but excluding the date of payment to the Administrative Agent, at a rate per annum equal to the Overnight Rate. A notice of the Administrative Agent to any Lender or any Borrower with respect to any amount owing under this subsection (b) shall be conclusive, absent manifest error. Failure to Satisfy Conditions Precedent. If any Lender makes available to the Administrative Agent funds for any Loan to be made by such Lender to any Borrower as provided in the foregoing provisions of this Article II, and such funds are not made available to such Borrower by the Administrative Agent because the conditions to the applicable Borrowing Credit Extension set forth in Article 68 90295627_3 IV are not satisfied or waived in accordance with the terms hereof, the Administrative Agent shall return such funds (in like funds as received from such Lender) to such Lender, without interest.

Payments by Borrowers; Presumptions by Administrative Agent. Unless the Administrative Agent shall have received notice from a the Lead Borrower prior to the date on which any payment is due to the Administrative Agent for the account of the applicable Lenders or the L/C LC Issuer hereunder that such Borrower the Borrowers will not make such payment, the Administrative Agent may assume that such Borrower has the Borrowers have made such payment on such date in accordance herewith and may, in reliance upon such assumption, distribute to the applicable Lenders or the L/C LC Issuer, as the case may be, the amount due. In such event, if such Borrower has not With respect to any payment that the Administrative Agent makes for the account of the applicable Lenders or the L/C LC Issuer hereunder as to which the Administrative Agent determines (which determination shall be conclusive absent manifest error) that any of the following applies (such payment referred to as the “Rescindable Amount”): (A1) no Borrower has the Borrowers have not in fact made such payment, ; (B2) the Administrative Agent has made a payment in excess of the amount so paid by the applicable Borrower Borrowers (whether or not then owed) ); or (C3) the Administrative Agent agent has for any reason otherwise erroneously made such payment; then each of the applicable Lenders or the L/C LC Issuer, as the case may be, severally agrees to repay to the Administrative Agent forthwith on demand the amountRescindable Rescindable Amount so distributed to such applicable Lender or the L/C LC Issuer, in Same Day Funds immediately available funds with interest thereon, for each day from and including the date such amount is distributed to it to but excluding the date of payment to the Administrative Agent, at the greater of the Federal Funds Rate and a rate per annum equal to determined by the Overnight RateAdministrative Agent in accordance with banking industry rules on interbank compensation. A notice of the Administrative Agent to any Lender or any the Lead Borrower with respect to any amount owing under this subsection (b) shall be conclusive, absent manifest error. Failure to Satisfy Conditions Precedent. If any Lender makes available to the Administrative Agent funds for any Loan to be made by such Lender to any Borrower as provided in the foregoing provisions of this Article II, and such funds are not made available to such Borrower by the Administrative Agent because the conditions to the applicable Borrowing set forth in Article IV are not satisfied or waived in accordance with the terms hereof, the Administrative Agent shall return such funds (in like funds as received from such Lender) to such Lender, without interest.

Payments by Borrowers; Presumptions by Administrative Agent. Unless the Administrative Agent shall have received notice from a Borrower the Borrowers prior to the date on which any payment is due to the Administrative Agent for the account of the Lenders or the L/C Issuer Issuing Lender hereunder that such Borrower the Borrowers will not make such payment, the Administrative Agent may assume that such Borrower has the Borrowers have made such payment on such date in accordance herewith and may, in reliance upon such assumption, distribute to the applicable Lenders or the L/C IssuerIssuing Lender, as the case may be, the amount due. In such event, if such Borrower has not With respect to any payment that the Administrative Agent makes for the account of the Lenders or the L/C Issuer Issuing Lender hereunder as to which the Administrative Agent determines (which determination shall be conclusive absent manifest error) that any of the following applies (such payment referred to as the “Rescindable Amount”): (A1) no Borrower has the Borrowers have not in fact made such payment, ; (B2) the Administrative Agent has made a payment in excess of the amount so paid by the applicable Borrower Borrowers (whether or not then owed) ); or (C3) the Administrative Agent agent has for any reason otherwise erroneously made such payment; then each of the applicable Lenders or the L/C IssuerIssuing Lender, as the case may be, severally agrees to repay to the Administrative Agent forthwith on demand the amountRescindable Rescindable Amount so distributed to such Lender or the L/C IssuerIssuing Lender, in Same Day Funds immediately available funds with interest thereon, for each day from and including the date such amount is distributed to it to but excluding the date of payment to the Administrative Agent, at the greater of the Federal Funds Rate and a rate per annum equal to determined by the Overnight RateAdministrative Agent in accordance with banking industry rules on interbank compensation. A notice of the Administrative Agent to any Lender or any Borrower the Borrowers with respect to any amount owing under this subsection (b) shall be conclusive, absent manifest error. Failure to Satisfy Conditions Precedent. If any Lender makes available to the Administrative Agent funds for any Loan to be made by such Lender to any Borrower as provided in the foregoing provisions of this Article II, and such funds are not made available to such Borrower by the Administrative Agent because the conditions to the applicable Borrowing set forth in Article IV are not satisfied or waived in accordance with the terms hereof, the Administrative Agent shall return such funds (in like funds as received from such Lender) to such Lender, without interest.

Payments by Borrowers; Presumptions by Administrative Agent. Unless the Administrative Agent shall have received notice from a Borrower the Borrowers prior to the date on which any payment is due to the Administrative Agent for the account of the Lenders or the any L/C Issuer hereunder that such Borrower the Borrowers will not make such payment, the Administrative Agent may assume that such Borrower has the Borrowers have made such payment on such date in accordance herewith and may, in reliance upon such assumption, distribute to the applicable Lenders or the applicable L/C IssuerIssuers, as the case may be, the amount due. In such event, if such Borrower has not With respect to any payment that the Administrative Agent makes for the account of the Lenders or the any L/C Issuer hereunder as to which the Administrative Agent determines (which determination shall be conclusive absent manifest error) that any of the following applies (such payment referred to as the a “Rescindable Amount”): (A) no the applicable Borrower has not in fact made such payment, ; (B) the Administrative Agent has made a payment in excess of the amount so paid by the applicable such Borrower (whether or not then owed) ); or (C) the Administrative Agent agent has for any reason otherwise erroneously made such payment; then each of the applicable Lenders or the applicable L/C IssuerIssuers, as the case may be, severally agrees to repay to the Administrative Agent forthwith on demand the amountRescindable Rescindable Amount so distributed to such Lender or the such L/C Issuer, in Same Day Funds with interest thereon, for each day from and including the date such amount is distributed to it to but excluding the date of payment to the Administrative Agent, at a rate per annum equal to the Overnight Rate. A notice of the Administrative Agent to any Lender or any Borrower the Borrowers with respect to any amount owing under this subsection (bSection 2.12(b) shall be conclusive, absent manifest error. Failure to Satisfy Conditions Precedent. If any Lender makes available to the Administrative Agent funds for any Loan to be made by such Lender to any Borrower as provided in the foregoing provisions of this Article II, and such funds are not made available to such Borrower by the Administrative Agent because the conditions to the applicable Borrowing set forth in Article IV are not satisfied or waived in accordance with the terms hereof, the Administrative Agent shall return such funds (in like funds as received from such Lender) to such Lender, without interest.

Payments by Borrowers; Presumptions by Administrative Agent. Unless the Administrative Agent shall have received notice from a Borrower prior to the date on which any payment is due to the Administrative Agent for the account of the Lenders or the applicable L/C Issuer hereunder that such Borrower will not make such payment, the Administrative Agent may assume that such Borrower has made such payment on such date in accordance herewith and may, in reliance upon such assumption, distribute to the applicable Lenders or the such L/C Issuer, as the case may be, the amount due. In such event, if such Borrower has not With respect to any payment that the Administrative Agent makes for the account of the Lenders or the L/C Issuer hereunder as to which the Administrative Agent determines (which determination shall be conclusive absent manifest error) that any of the following applies (such payment referred to as the “Rescindable Amount”): (A) no Borrower has in fact made such payment, (B) the Administrative Agent has made a payment in excess of the amount so paid by the applicable Borrower (whether or not then owed) or (C) the Administrative Agent has for any reason otherwise erroneously made such payment; then each of the applicable Lenders or the applicable L/C Issuer, as the case may be, severally agrees to repay to the Administrative Agent forthwith on demand the amountRescindable Amount amount so distributed to such Lender or the such L/C Issuer, in Same Day Funds immediately available funds with interest thereon, for each day from and including the date such amount is distributed to it to but excluding the date of payment to the Administrative Agent, at the greater of the Federal Funds Rate and a rate per annum equal to determined by the Overnight RateAdministrative Agent in accordance with banking industry rules on interbank compensation. A notice of the Administrative Agent to any Lender or any Borrower with respect to any amount owing under this subsection (b) shall be conclusive, absent manifest error. Failure to Satisfy Conditions Precedent. If any Lender makes available to the Administrative Agent funds for any Loan to be made by such Lender to any Borrower as provided in the foregoing provisions of this Article II, and such funds are not made available to such any Borrower by the Administrative Agent because the conditions to the applicable Borrowing Credit Extension set forth in Article IV are not satisfied or waived in accordance with the terms hereof, the Administrative Agent shall return such funds (in like funds as received from such Lender) to such Lender, without interest.

Payments by Borrowers; Presumptions by Administrative Agent. Unless the Administrative Agent shall have received notice from a the Administrative Borrower prior to the date on which any payment is due to the Administrative Agent for the account of the Lenders or the L/C Issuer hereunder that such Borrower the Borrowers will not make such payment, the Administrative Agent may assume that such Borrower has the Borrowers have made such payment on such date in accordance herewith and may, in reliance upon such assumption, distribute to the applicable Lenders or the L/C Issuer, as the case may be, the amount due. In such event, if such Borrower has the Borrowers have not With respect to any payment that the Administrative Agent makes for the account of the Lenders or the L/C Issuer hereunder as to which the Administrative Agent determines (which determination shall be conclusive absent manifest error) that any of the following applies (such payment referred to as the “Rescindable Amount”): (A) no Borrower has in fact made such payment, (B) the Administrative Agent has made a payment in excess of the amount so paid by the applicable Borrower (whether or not then owed) or (C) the Administrative Agent has for any reason otherwise erroneously made such payment; then each of the applicable Lenders or the L/C Issuer, as the case may be, severally agrees to repay to the Administrative Agent forthwith on demand the amountRescindable Amount amount so distributed to such Lender or the L/C Issuer, in Same Day Funds immediately available funds with interest thereon, for each day from and including the date such amount is distributed to it to but excluding the date of payment to the Administrative Agent, at the greater of the Federal Funds Rate and a rate per annum equal to determined by the Overnight RateAdministrative Agent in accordance with banking industry rules on interbank compensation. A notice of the Administrative Agent to any Lender or any Borrower the Borrowers with respect to any amount owing under this subsection (b) shall be conclusive, absent manifest error. Failure to Satisfy Conditions Precedent. . (c) If any Lender makes available to the Administrative Agent funds for any Loan to be made by such Lender to any Borrower as provided in the foregoing provisions of this Article II, and such funds are not made available to such Borrower the Borrowers by the Administrative Agent because the conditions to the applicable Borrowing Credit Extension set forth in Article IV are not satisfied or waived in accordance with the terms hereof, the Administrative Agent shall return such funds (in like funds as received from such Lender) to such Lender, without interest. (d) The obligations of the Lenders hereunder to make Revolving Loans and Term Loans, to fund participations in Letters of Credit and Swing Line Loans and to make - 62 - payments pursuant to Section 10.04(c) are several and not joint. The failure of any Lender to make any Revolving Loan or Term Loan or to fund any such participation or to make any payment under Section 10.04(c) on any date required hereunder shall not relieve any other Lender of its corresponding obligation to do so on such date, and no Lender shall be responsible for the failure of any other Lender to so make its Revolving Loan or Term Loan or purchase its participation or to make its payment under Section 10.04(c). (e) Nothing herein shall be deemed to obligate any Lender to obtain the funds for any Loan in any particular place or manner or to constitute a representation by any Lender that it has obtained or will obtain the funds for any Loan in any particular place or manner.

Payments by Borrowers; Presumptions by Administrative Agent. Unless the Administrative Agent shall have received notice from a Borrower the Company (on its own behalf or on behalf of another Borrower) prior to the date on which any payment is due to the Administrative Agent for the account of the Lenders or the any L/C Issuer hereunder that such Borrower will not make such payment, the Administrative Agent may assume that such Borrower has made such payment on such date in accordance herewith and may, in reliance upon such assumption, distribute to the applicable Lenders or the such L/C Issuer, as the case may be, the amount due. In such event, if such Borrower has not With respect to any payment that the Administrative Agent makes for the account of the Lenders or the any L/C Issuer hereunder as to which the Administrative Agent determines (which determination shall be conclusive absent manifest error) that any of the following applies (such payment referred to as the “Rescindable Amount”): (A1) no Borrower has the Borrowers have not in fact made such payment, ; (B2) the Administrative Agent has made a payment in excess of the amount so paid by the applicable Borrower Borrowers (whether or not then owed) ); or (C3) the Administrative Agent agent has for any reason otherwise erroneously made such payment; : then each of the applicable Lenders or the applicable L/C Issuer, as the case may be, severally agrees to repay to the Administrative Agent forthwith on demand the amountRescindable Rescindable Amount so distributed to such Lender or the such L/C Issuer, in Same Day Funds immediately available funds with interest thereon, for each day from and including the date such amount is distributed to it to but excluding the date of payment to the Administrative Agent, at the greater of the Federal Funds Rate and a rate per annum equal to determined by the Overnight RateAdministrative Agent in accordance with banking industry rules on interbank compensation. A notice of the Administrative Agent to any Lender or any Borrower with respect to any amount owing under this subsection (b) shall be conclusive, absent manifest error. Failure to Satisfy Conditions Precedent. If any Lender makes available to the Administrative Agent funds for any Loan to be made by such Lender to any Borrower as provided in the foregoing provisions of this Article II, and such funds are not made available to such Borrower by the Administrative Agent because the conditions to the applicable Borrowing set forth in Article IV are not satisfied or waived in accordance with the terms hereof, the Administrative Agent shall return such funds (in like funds as received from such Lender) to such Lender, without interest.

Payments by Borrowers; Presumptions by Administrative Agent. Unless the Administrative Agent shall have received notice from a Borrower the Borrowers prior to the date on time at which any payment is due to the Administrative Agent for the account of the Lenders or the L/C Issuer hereunder that such Borrower the Borrowers will not make such payment, the Administrative Agent may assume that such Borrower has the Borrowers have made such payment on such date in accordance herewith and may, in reliance upon such assumption, distribute to the applicable Appropriate Lenders or the L/C Issuer, as the case may be, the amount due. In such event, if the Borrowers have not in fact made such Borrower has not payment, then each of the Appropriate Lenders or the L/C Issuer, as the case may be, severally agrees to repay to the Administrative Agent forthwith on demand the amount so distributed to such Lender or the L/C Issuer, in immediately available funds with interest thereon, for each day from and including the date such amount is distributed to it to but excluding the date of payment to the Administrative Agent, at the greater of the Federal Funds Rate and a rate determined by the Administrative Agent in accordance with banking industry rules on interbank compensation. With respect to any payment that the Administrative Agent makes for the account of the Lenders or the L/C Issuer hereunder as to which the Administrative Agent determines (which determination shall be conclusive absent manifest error) that any of the following applies (such payment referred to as the “Rescindable Amount”): ) : (A1) no Borrower has the Borrowers have not in fact made such payment, ; (B2) the Administrative Agent has made a payment in excess of the amount so paid by the applicable Borrower Borrowers (whether or not then owed) ); or (C3) the Administrative Agent has for any reason otherwise erroneously made such payment; then each of the applicable Lenders or the L/C Issuer, as the case may be, severally agrees to repay to the Administrative Agent forthwith on demand the amountRescindable Rescindable Amount so distributed to such Lender or the L/C Issuer, in Same Day Funds immediately available funds with interest thereon, for each day from and including the date such amount is distributed to it to but excluding the date of payment to the Administrative Agent, at the greater of the Federal Funds Rate and a rate per annum equal determined by the Administrative Agent in accordance with banking industry rules on interbank compensation. For the avoidance of doubt, (x) if a Loan Party has paid principal, interest or any other amounts owed pursuant to a Loan Document, nothing in Sections 2.12(b), 9.13 or 11.04 shall require any such Loan Party to pay additional amounts that are duplicative of such previously paid amounts as a result of any payment being a Rescindable Amount and (y) the Overnight RateLoan Parties shall have no obligations, liabilities or responsibilities for any actions, consequences or remediation under Sections 2.12(b), 9.13 or 11.04 as a result of any payment being a Rescindable Amount. A notice of the Administrative Agent to any Lender or any the Lead Borrower with respect to any amount owing under this subsection (b) shall be conclusive, absent manifest error. Failure to Satisfy Conditions Precedent. If any Lender makes available to the Administrative Agent funds for any Loan to be made by such Lender to any Borrower as provided in the foregoing provisions of this Article II, and such funds are not made available to such Borrower by the Administrative Agent because the conditions to the applicable Borrowing set forth in Article IV are not satisfied or waived in accordance with the terms hereof, the Administrative Agent shall return such funds (in like funds as received from such Lender) to such Lender, without interest.

Payments by Borrowers; Presumptions by Administrative Agent. Unless the Administrative Agent shall have received notice from a Borrower the Borrowers prior to the date on which any payment is due to the Administrative Agent for the account of the Lenders or the L/C Issuer hereunder that such Borrower the Borrowers will not make such payment, the Administrative Agent may assume that such Borrower has the Borrowers have made such payment on such date in accordance herewith and may, in reliance upon such assumption, distribute to the applicable Lenders or the L/C Issuer, as the case may be, the amount due. In such event, if such Borrower has not With respect to any payment that the Administrative Agent makes for the account of the Lenders or the L/C Issuer hereunder as to which the Administrative Agent determines (which determination shall be conclusive absent manifest error) that any of the following applies (such payment referred to as the a “Rescindable Amount”): (A) no the applicable Borrower has not in fact made such payment, ; (B) the Administrative Agent has made a payment in excess of the amount so paid by the applicable such Borrower (whether or not then owed) ); or (C) the Administrative Agent agent has for any reason otherwise erroneously made such payment; then each of the applicable Lenders or the L/C Issuer, as the case may be, severally agrees to repay to the Administrative Agent forthwith on demand the amountRescindable Rescindable Amount so distributed to such Lender or the L/C Issuer, in Same Day Funds with interest thereon, for each day from and including the date such amount is distributed to it to but excluding the date of payment to the Administrative Agent, at a rate per annum equal to the Overnight Rate. A notice of the Administrative Agent to any Lender or any Borrower with respect to any amount owing under this subsection clause (b) shall be conclusive, absent manifest error. Failure to Satisfy Conditions Precedent. If any Lender makes available to the Administrative Agent funds for any Loan to be made by such Lender to any Borrower as provided in the foregoing provisions of this Article II, and such funds are not made available to such Borrower by the Administrative Agent because the conditions to the applicable Borrowing set forth in Article IV are not satisfied or waived in accordance with the terms hereof, the Administrative Agent shall return such funds (in like funds as received from such Lender) to such Lender, without interest.

Payments by Borrowers; Presumptions by Administrative Agent. Unless the Administrative Agent shall have received notice from a the Lead Borrower prior to the date time atdate on which any payment is due to the Administrative Agent for the account of the Lenders or the L/C LC Issuer hereunder that such Borrower the Borrowers will not make such payment, the Administrative Agent may assume that such Borrower has the Borrowers have made such payment on such date in accordance herewith and may, in reliance upon such assumption, distribute to the applicable Lenders or the L/C LC Issuer, as the case may be, the amount due. In such event, if such Borrower has not With respect ifWith Respect to any payment that the Administrative Agent makes for the account of the Lenders or the L/C LC Issuer hereunder as to which the Administrative Agent determines (which determination shall be conclusive absent manifest error) that any of the following applies (such payment referred to as the “Rescindable Amount”): (A1) no Borrower has the Borrowers have not in fact made such payment, ,; (B2) the Administrative Agent has made a payment in excess of the amount so paid by the applicable Borrower Borrowers (whether or not then owed) ); or (C3) the Administrative Agent agent has for any reason otherwise erroneously made such payment; then each of the applicable Lenders or the L/C LC Issuer, as the case may be, severally agrees to repay to the Administrative Agent forthwith on demand the amountRescindable Amount so distributed to such Lender or the L/C LC Issuer, in Same Day Funds immediately available funds with interest thereon, for each day from and including the date such amount is distributed to it to but excluding the date of payment to the Administrative Agent, at the greater of the Federal Funds Rate and a rate per annum equal to determined by the Overnight RateAdministrative Agent in accordance with banking industry rules on interbank compensation. A notice of the Administrative Agent to any Lender or any the Lead Borrower with respect to any amount owing under this subsection (b) shall be conclusive, absent manifest error. Failure to Satisfy Conditions Precedent. If any Lender makes available to the Administrative Agent funds for any Loan to be made by such Lender to any Borrower as provided in the foregoing provisions of this Article II, and such funds are not made available to such Borrower by the Administrative Agent because the conditions to the applicable Borrowing set forth in Article IV are not satisfied or waived in accordance with the terms hereof, the Administrative Agent shall return such funds (in like funds as received from such Lender) to such Lender, without interest.

Payments by Borrowers; Presumptions by Administrative Agent. Unless the Administrative Agent shall have received notice from a Borrower the Company or the Foreign Borrower, as applicable, prior to the date on which any payment is due to the Administrative Agent for the account of the Lenders or the any L/C Issuer hereunder that such the applicable Borrower will not make such payment, the Administrative Agent may assume that such Borrower has made such payment on such date in accordance herewith and may, in reliance upon such assumption, distribute to the applicable Appropriate Lenders or the applicable L/C Issuer, as the case may be, the amount due. In such event, if such Borrower has not With respect to any payment that the Administrative Agent makes for the account of the Lenders or the any L/C Issuer hereunder as to which the Administrative Agent determines (which determination shall be conclusive absent manifest error) that any of the following applies (such payment referred to as the “Rescindable Amount”): (A1) no Borrower the Company or the Foreign Borrower, as applicable, has not in fact made such payment, ; (B2) the Administrative Agent has made a payment in excess of the amount so paid by the applicable Borrower Company or the Foreign Borrower, as applicable, (whether or not then owed) ); or (C3) the Administrative Agent agent has for any reason otherwise erroneously made such payment; then each of the applicable Appropriate Lenders or the applicable L/C Issuer, as the case may be, severally agrees to repay to the Administrative Agent forthwith on demand the amountRescindable Rescindable Amount so distributed to such Lender or the such L/C Issuer, in Same Day Funds with interest thereon, for each day from and including the date such amount is distributed to it to but excluding the date of payment to the Administrative Agent, at a rate per annum equal to the Overnight Rate. A notice of the Administrative Agent to any Lender or any a Borrower with respect to any amount owing under this subsection clause (b) shall be conclusive, absent manifest error. Failure to Satisfy Conditions Precedent. If any Lender makes available to the Administrative Agent funds for any Loan to be made by such Lender to any Borrower as provided in the foregoing provisions of this Article II, and such funds are not made available to such Borrower by the Administrative Agent because the conditions to the applicable Borrowing set forth in Article IV are not satisfied or waived in accordance with the terms hereof, the Administrative Agent shall return such funds (in like funds as received from such Lender) to such Lender, without interest.

Payments by Borrowers; Presumptions by Administrative Agent. Unless the Administrative Agent shall have received notice from a Borrower the Borrowing Agent prior to the date on which any payment is due to the Administrative Agent for the account of the Lenders or the any L/C C-BA Issuer hereunder that such Borrower the Borrowers will not make such payment, the Administrative Agent may assume that such Borrower has the Borrowers have made such payment on such date in accordance herewith and may, in reliance upon such assumption, distribute to the applicable Appropriate Lenders or the applicable L/C IssuerC-BA Issuers, as the case may be, the amount due. In such event, if such Borrower has not With respect to any payment that the Administrative Agent makes for the account of the Lenders or the any L/C C-BA Issuer hereunder as to which the Administrative Agent determines (which determination shall be conclusive absent manifest error) that any of the following applies (such payment referred to as the “Rescindable Amount”): (A1) no Borrower has the Borrowers have not in fact made such payment, ; (B2) the Administrative Agent has made a payment in excess of the amount so paid by the applicable Borrower Borrowers (whether or not then owed) ); or (C3) the Administrative Agent has for any reason otherwise erroneously made such payment; then each of the applicable Appropriate Lenders or the applicable L/C IssuerC-BA Issuers, as the case may be, severally agrees to repay to the Administrative Agent forthwith on demand the amountRescindable Rescindable Amount so distributed to such Lender or the such L/C C-BA Issuer, in Same Day Funds with interest thereon, for each day from and including the date such amount is distributed to it to but excluding the date of payment to the Administrative Agent, at a rate per annum equal to the Overnight Rate. A notice of the Administrative Agent to any Lender or any Borrower the Borrowers with respect to any amount owing to the Administrative Agent under this subsection (b) shall be conclusive, absent manifest error. Failure to Satisfy Conditions Precedent. If any Lender makes available to the Administrative Agent funds for any Loan to be made by such Lender to any Borrower as provided in the foregoing provisions of this Article II, and such funds are not made available to such Borrower by the Administrative Agent because the conditions to the applicable Borrowing set forth in Article IV are not satisfied or waived in accordance with the terms hereof, the Administrative Agent shall return such funds (in like funds as received from such Lender) to such Lender, without interest.

Payments by Borrowers; Presumptions by Administrative Agent. Unless the Administrative Agent shall have received notice from a Borrower prior to the date on which any payment is due to the Administrative Agent for the account of the Lenders or the L/C Issuer hereunder that such Borrower will not make such payment, the Administrative Agent may assume that such Borrower has made such payment on such date in accordance herewith and may, in reliance upon such assumption, distribute to the applicable Lenders or the L/C Issuer, as the case may be, the amount due. In such event, if such Borrower has not With respect to any payment that the Administrative Agent makes for the account of the Lenders any Lender or the L/C Issuer hereunder as to which the Administrative Agent determines (which determination shall be conclusive absent manifest error) that any of the following applies (such payment referred to as the “Rescindable Amount”): (A) no the applicable Borrower has not in fact made such payment, ; (B) the Administrative Agent has made a payment in excess of the amount so paid by the applicable such Borrower (whether or not then owed) ); or (C) the Administrative Agent has for any reason otherwise erroneously made such payment; then each of the applicable Lenders or the L/C Issuer, as the case may be, severally agrees to repay to the Administrative Agent forthwith on demand the amountRescindable Rescindable Amount so distributed to such Lender or the L/C Issuer, in Same Day Funds with interest thereon, for each day CHAR1\1980830v3 from and including the date such amount is distributed to it to but excluding the date of payment to the Administrative Agent, at a rate per annum equal to the Overnight Rate. A notice of the Administrative Agent to any Lender or any Borrower with respect to any amount owing under this subsection (b) shall be conclusive, absent manifest error. Failure to Satisfy Conditions Precedent. If any Lender makes available to the Administrative Agent funds for any Loan to be made by such Lender to any Borrower as provided in the foregoing provisions of this Article II, and such funds are not made available to such Borrower by the Administrative Agent because the conditions to the applicable Borrowing set forth in Article IV are not satisfied or waived in accordance with the terms hereof, the Administrative Agent shall return such funds (in like funds as received from such Lender) to such Lender, without interest.

Payments by Borrowers; Presumptions by Administrative Agent. Unless the Administrative Agent shall have received notice from a Borrower prior to the date on which any payment is due to the Administrative Agent for the account of the Lenders or the any L/C Issuer hereunder that such Borrower will not make such payment, the Administrative Agent may assume that such Borrower has made such payment on such date in accordance herewith and may, in reliance upon such assumption, distribute to the applicable Lenders or the applicable L/C Issuer, as the case may be, the amount due. In such event, if such Borrower has not With respect to any payment that the Administrative Agent makes for the account of the Lenders or the L/C Issuer hereunder as to which the Administrative Agent determines (which determination shall be conclusive absent manifest error) that any of the following applies (such payment referred to as the “Rescindable Amount”): (A) no Borrower has in fact made such payment, (B) the Administrative Agent has made a payment in excess of the amount so paid by the applicable Borrower (whether or not then owed) or (C) the Administrative Agent has for any reason otherwise erroneously made such payment; then each of the applicable Lenders or the applicable L/C Issuer, as the case may be, severally agrees to repay to the Administrative Agent forthwith on demand the amountRescindable Amount amount so distributed to such Lender or the such L/C Issuer, in Same Day Funds with interest thereon, for each day from and including the date such amount is distributed to it to but excluding the date of payment to the Administrative Agent, at a rate per annum equal to the Overnight Rate. (1) the applicable Borrower has not in fact made such payment; (2) the Administrative Agent has made a payment in excess of the amount so paid by the applicable Borrower (whether or not then owed); or (3) the Administrative Agent has for any reason otherwise erroneously made such payment; then each of the Lenders or L/C Issuers, as applicable, severally agrees to repay to the Administrative Agent forthwith on demand the Rescindable Amount so distributed to such Lender in immediately available funds with interest thereon, for each day from and including the date such amount is distributed to it to but excluding the date of payment to the Administrative Agent, (i) in the case of amounts denominated in Dollars at the greater of the Federal Funds Rate and a rate determined by the Administrative Agent in accordance with banking industry rules on interbank compensation and (ii) in the case of amounts denominated in any other currency, a rate determined by the Administrative Agent in accordance with banking industry rules on interbank compensation for such currency. A notice of the Administrative Agent to any Lender or any Borrower with respect to any amount owing under this subsection (b) shall be conclusive, absent manifest demonstrable error. Failure to Satisfy Conditions Precedent. If any Lender makes available to the Administrative Agent funds for any Loan to be made by such Lender to any Borrower as provided in the foregoing provisions of this Article II, and such funds are not made available to such Borrower by the Administrative Agent because the conditions to the applicable Borrowing set forth in Article IV are not satisfied or waived in accordance with the terms hereof, the Administrative Agent shall return such funds (in like funds as received from such Lender) to such Lender, without interest.

Payments by Borrowers; Presumptions by Administrative Agent. Unless the Administrative Agent shall have received notice from a Borrower prior to the date on which any payment is due to the Administrative Agent for the account of the Lenders or the L/C Issuer hereunder that such Borrower will not make such payment, the Administrative Agent may assume that such Borrower has made such payment on such date in accordance herewith and may, in reliance upon such assumption, distribute to the applicable Lenders or the L/C Issuer, as the case may be, the amount due. In such event, if such a Borrower has not With respect to any payment that the Administrative Agent makes for the account of the Lenders or the L/C Issuer hereunder as to which the Administrative Agent determines (which determination shall be conclusive absent manifest error) that any of the following applies (such payment referred to as the “Rescindable Amount”): (A) no Borrower has in fact made such payment, (B) the Administrative Agent has made a payment in excess of the amount so paid by the applicable Borrower (whether or not then owed) or (C) the Administrative Agent has for any reason otherwise erroneously made such payment; then each of the applicable Lenders or the L/C Issuer, as the case may be, severally agrees to repay to the Administrative Agent forthwith on demand the amountRescindable Amount amount so distributed to such Lender or the L/C Issuer, in Same Day Funds immediately available funds with interest thereon, for each day from and including the date such amount is distributed to it to but excluding the date of payment to the Administrative Agent, at a rate per annum equal to the Overnight Rate. A notice of the Administrative Agent to any Lender or any the applicable Borrower with respect to any amount owing under this subsection (bSection 2.12(b) shall be conclusive, absent manifest error. (c) Failure to Satisfy Conditions Precedent. If any Lender makes available to the Administrative Agent funds for any Loan to be made by such Lender to any Borrower as provided in the foregoing provisions of this Article II, and such funds are not made available to such a Borrower by the Administrative Agent because the conditions to the applicable Borrowing Credit Extension set forth in Article IV V are not satisfied or waived in accordance with the terms hereof, the Administrative Agent shall return such funds (in like funds as received from such Lender) to such Lender, without interest.

Payments by Borrowers; Presumptions by Administrative Agent. (A) Unless the Administrative Agent shall have received notice from a Borrower prior to the date on which any payment is due to the Administrative Agent for the account of the Lenders or the L/C Issuer hereunder that such Borrower will not make such payment, the Administrative Agent may assume that such Borrower has made such payment on such date in accordance herewith and may, in reliance upon such assumption, distribute to the applicable Lenders or the L/C Issuer, as the case may be, the amount due. In such event, if such Borrower has not With respect to any payment that the Administrative Agent makes for the account of the Lenders or the L/C Issuer hereunder as to which the Administrative Agent determines (which determination shall be conclusive absent manifest error) that any of the following applies (such payment referred to as the “Rescindable Amount”): (A) no Borrower has in fact made such payment, (B) the Administrative Agent has made a payment in excess of the amount so paid by the applicable Borrower (whether or not then owed) or (C) the Administrative Agent has for any reason otherwise erroneously made such payment; then each of the applicable Lenders or the L/C Issuer, as the case may be, severally agrees to repay to the Administrative Agent forthwith on demand the amountRescindable Amount amount so distributed to such Lender or the L/C Issuer, in Same Day Funds with interest thereon, for each day from and including the date such amount is distributed to it to but excluding the date of payment to the Administrative Agent, at a rate per annum equal to the Overnight Rate. (B) With respect to any payment that the Administrative Agent makes for the account of the Lenders or any L/C Issuer hereunder as to which the Administrative Agent determines (which determination shall be conclusive absent manifest error) that any of the following applies (such payment referred to as the “Rescindable Amount”): (1) the applicable Borrower has not in fact made such payment; (2) the Administrative Agent has made a payment in excess of the amount so paid by such Borrower (whether or not then owed); or (3) the Administrative agent has for any reason otherwise erroneously made such payment; then each of the Lenders or the applicable L/C Issuers, as the case may be, severally agrees to repay to the Administrative Agent forthwith on written demand the Rescindable Amount so distributed to such Lender or such L/C Issuer, in Same Day Funds with interest thereon, for each day from and including the date such amount is distributed to it to but excluding the date of payment to the Administrative Agent, at the greater of the Federal Funds Rate and a rate determined by the Administrative Agent in accordance with banking industry rules on interbank compensation. A notice of the Administrative Agent to any Lender or any a Borrower with respect to any amount owing under this subsection (b) shall be conclusive, absent manifest error. Failure to Satisfy Conditions Precedent. If any Lender makes available to the Administrative Agent funds for any Loan to be made by such Lender to any Borrower as provided in the foregoing provisions of this Article II, and such funds are not made available to such Borrower by the Administrative Agent because the conditions to the applicable Borrowing set forth in Article IV are not satisfied or waived in accordance with the terms hereof, the Administrative Agent shall return such funds (in like funds as received from such Lender) to such Lender, without interest.

Payments by Borrowers; Presumptions by Administrative Agent. Unless the Administrative Agent shall have received notice from a Borrower prior to the date on which any payment is due to the Administrative Agent for the account of the Lenders or the any L/C Issuer hereunder that such Borrower will not make such payment, the Administrative Agent may assume that such Borrower has made such payment on such date in accordance herewith and may, in reliance upon such assumption, distribute to the applicable Lenders or the applicable L/C Issuer, as the case may be, the amount due. In such event, if such Borrower has not With respect to any payment that the Administrative Agent makes for the account of the Lenders or the an L/C Issuer hereunder as to which the Administrative Agent determines (which determination shall be conclusive absent manifest error) that any of the following applies (such payment referred to as the “Rescindable Amount”): (A1) no Borrower has the Borrowers have not in fact made such payment, ; (B2) the Administrative Agent has made a payment in excess of the amount so paid by the applicable Borrower Borrowers (whether or not then owed) ); or (C3) the Administrative Agent has for any reason otherwise erroneously made such payment; then each of the applicable Appropriate Lenders or the applicable L/C Issuer, as the case may be, severally agrees to repay to the Administrative Agent forthwith on demand the amountRescindable Rescindable Amount so distributed to such Lender or the such L/C Issuer, in Same Day Funds immediately available funds with interest thereon, for each day from and including the date such amount is distributed to it to but excluding the date of payment to the Administrative Agent, at the greater of the Federal Funds Rate and a rate per annum equal to determined by the Overnight RateAdministrative Agent in accordance with banking industry rules on interbank compensation. A notice of the Administrative Agent to any Lender or any Borrower with respect to any amount owing under this subsection (b) shall be conclusive, absent manifest error. Failure to Satisfy Conditions Precedent. If any Lender makes available to the Administrative Agent funds for any Loan to be made by such Lender to any Borrower as provided in the foregoing provisions of this Article II, and such funds are not made available to such Borrower by the Administrative Agent because the conditions to the applicable Borrowing set forth in Article IV are not satisfied or waived in accordance with the terms hereof, the Administrative Agent shall return such funds (in like funds as received from such Lender) to such Lender, without interest.

Payments by Borrowers; Presumptions by Administrative Agent. Unless the Administrative Agent shall have received notice from a Borrower prior to the date on which any payment is due to the Administrative Agent for the account of the Lenders or the applicable L/C Issuer hereunder that such Borrower will not make such payment, the Administrative Agent may assume that such Borrower has made such payment on such date in accordance herewith and may, in reliance upon such assumption, distribute to the applicable Lenders or the such L/C Issuer, as the case may be, the amount due. In such event, if such Borrower has not With respect to any payment that the Administrative Agent makes for the account of the Lenders or the L/C Issuer hereunder as to which the Administrative Agent determines (which determination shall be conclusive absent manifest error) that any of the following applies (such payment referred to as the “Rescindable Amount”): (A) no Borrower has in fact made such payment, (B) the Administrative Agent has made a payment in excess of the amount so paid by the applicable Borrower (whether or not then owed) or (C) the Administrative Agent has for any reason otherwise erroneously made such payment; then each of the applicable Lenders or the applicable L/C Issuer, as the case may be, severally agrees to repay to the Administrative Agent forthwith on demand the amountRescindable Amount amount so distributed to such Lender or the such L/C Issuer, in Same Day Funds with interest thereon, for each day from and including the date such amount is distributed to it to but excluding the date of payment to the Administrative Agent, at a rate per annum equal to the Overnight Rate. With respect to any payment that the Administrative Agent makes for the account of the Lenders or any L/C Issuer hereunder as to which the Administrative Agent determines (which determination shall be conclusive absent manifest error) that any of the following applies (such payment referred to as the “Rescindable Amount”): (1) the applicable Borrower has not in fact made such payment or (2) the Administrative Agent has made a payment in excess of the amount so paid by such Borrower (whether or not then owed), if such Borrower has not in fact made such payment in such amount, then each of the Lenders or the applicable L/C Issuers, as the case may be, severally agrees to repay to the Administrative Agent forthwith on demand the Rescindable Amount so distributed to such Lender or such L/C Issuer, in Same Day Funds with interest thereon, for each day from and including the date such amount is distributed to it to but excluding the date of payment to the Administrative Agent, at the greater of the Federal Funds Rate and a rate determined by the Administrative Agent in accordance with banking industry rules on interbank compensation. A notice of the Administrative Agent to any Lender or any Borrower with respect to any amount owing under this subsection (b) shall be conclusive, absent manifest error. Failure to Satisfy Conditions Precedent. If any Lender makes available to the Administrative Agent funds for any Loan to be made by such Lender to any Borrower as provided in the foregoing provisions of this Article II, and such funds are not made available to such Borrower by the Administrative Agent because the conditions to the applicable Borrowing set forth in Article IV are not satisfied or waived in accordance with the terms hereof, the Administrative Agent shall return such funds (in like funds as received from such Lender) to such Lender, without interest.

Payments by Borrowers; Presumptions by Administrative Agent. Unless the Administrative Agent shall have received notice from a Borrower the Borrowers prior to the date on which any payment is due to the Administrative Agent for the account of the Lenders or the L/C Issuer hereunder that such Borrower the Borrowers will not make such payment, the Administrative Agent may assume that such Borrower has the Borrowers have made such payment on such date in accordance herewith and may, in reliance upon such assumption, distribute to the applicable Lenders or the L/C Issuer, as the case may be, the amount due. In such event, if such Borrower has not With respect to any payment that the Administrative Agent makes for the account of the Lenders or the L/C Issuer hereunder as to which the Administrative Agent determines (which determination shall be conclusive absent manifest error) that any of the following applies (such payment referred to as the “Rescindable Amount”): (A) no Borrower has the Borrowers have not in fact made such payment, ; (B) the Administrative Agent has made a payment in excess of the amount so paid by the applicable Borrower Borrowers (whether or not then owed) ); or (C) the Administrative Agent has for any reason otherwise erroneously made such payment; then each of the applicable Lenders or the L/C Issuer, as the case may be, severally agrees to repay to the Administrative Agent forthwith on demand the amountRescindable Rescindable Amount so distributed to such Lender or the L/C Issuer, in Same Day Funds immediately available funds with interest thereon, for each day from and including the date such amount is distributed to it to but excluding the date of payment to the Administrative Agent, at the greater of the Federal Funds Rate and a rate per annum equal to determined by the Overnight RateAdministrative Agent in accordance with banking industry rules on interbank compensation. A notice of the Administrative Agent to any Lender or any Borrower with respect to any amount owing under this subsection Section 2.12 (b) shall be conclusive, absent manifest error. Failure to Satisfy Conditions Precedent. If any Lender makes available to the Administrative Agent funds for any Loan to be made by such Lender to any Borrower as provided in the foregoing provisions of this Article II, and such funds are not made available to such Borrower by the Administrative Agent because the conditions to the applicable Borrowing set forth in Article IV are not satisfied or waived in accordance with the terms hereof, the Administrative Agent shall return such funds (in like funds as received from such Lender) to such Lender, without interest.

Payments by Borrowers; Presumptions by Administrative Agent. Unless the Administrative Agent shall have received notice from a Borrower the Company prior to the date on which any payment is due to the Administrative Agent for the account of the Lenders or the L/C Issuer hereunder that such Borrower the Borrowers will not make such payment, the Administrative Agent may assume that such Borrower has the Borrowers have made such payment on such date in accordance herewith and may, in reliance upon such assumption, distribute to the applicable Appropriate Lenders or the L/C Issuer, as the case may be, the amount due. In such event, if such Borrower has not With respect to any payment that the Administrative Agent makes for the account of the Lenders or the L/C Issuer hereunder as to which the Administrative Agent determines (which determination shall be conclusive absent manifest error) that any of the following applies (such payment referred to as the “Rescindable Amount”): (A1) no Borrower has the Borrowers have not in fact made such payment, ; (B2) the Administrative Agent has made a payment in excess of the amount so paid by the applicable Borrower Borrowers (whether or not then owed) ); or (C3) the Administrative Agent agent has for any reason otherwise erroneously made such payment; then each of the applicable Lenders or the L/C Issuer, as the case may be, severally agrees to repay to the Administrative Agent forthwith on demand the amountRescindable Rescindable Amount so distributed to such Lender or the L/C Issuer, in Same Day Funds immediately available funds with interest thereon, for each day from and including the date such amount is distributed to it to but excluding the date of payment to the Administrative Agent, at the greater of the Federal Funds Rate and a rate per annum equal to determined by the Overnight RateAdministrative Agent in accordance with banking industry rules on interbank compensation. A notice of the Administrative Agent to any Lender or any Borrower the Company with respect to any amount owing under this subsection (b) shall be conclusive, absent manifest error. Failure to Satisfy Conditions Precedent. If any Lender makes available to the Administrative Agent funds for any Loan to be made by such Lender to any Borrower as provided in the foregoing provisions of this Article II, and such funds are not made available to such Borrower by the Administrative Agent because the conditions to the applicable Borrowing set forth in Article IV are not satisfied or waived in accordance with the terms hereof, the Administrative Agent shall return such funds (in like funds as received from such Lender) to such Lender, without interest.​ ​

Payments by Borrowers; Presumptions by Administrative Agent. Unless the Administrative Agent shall have received notice from a Borrower prior to the date on which time at whichWith respect to any payment that is due to the Administrative Agent for the account of the Lenders or the applicable L/C Issuer hereunder that such Borrower will not make such payment, the Administrative Agent may assume that such Borrower has made such payment on such suchthe date in accordance herewith herewiththe payment is due and may, in reliance upon such assumption, distribute to the applicable Lenders or the applicable L/C Issuer, as the case may be, the amount due. In such event, if such Borrower has not With respect to any payment that the Administrative Agent makes for the account of the Lenders or the any L/C Issuer hereunder as to which the Administrative Agent determines (which determination shall be conclusive absent manifest error) that any of the following applies (such payment referred to as the “Rescindable Amount”): (A1) no such Borrower has not in fact made such payment, ,; (B2) the Administrative Agent has made a payment in excess of the amount so paid by the applicable such Borrower (whether or not then owed) ); or (C3) the Administrative Agent has for any reason otherwise erroneously made such payment; then each of the applicable Lenders or the applicable L/C Issuer, as the case may be, severally agrees to repay to the Administrative Agent forthwith on demand the amountRescindable Amount so distributed to such Lender or the such L/C Issuer, in Same Day Funds with interest thereon, for each day from and including the date such amount is distributed to it to but excluding the date of payment to the Administrative Agent, at a rate per annum equal to the Overnight Rate. A notice of the Administrative Agent to any Lender or any Borrower with respect to any amount owing under this subsection (b) shall be conclusive, absent manifest error. Failure to Satisfy Conditions Precedent. If any Lender makes available to the Administrative Agent funds for any Loan to be made by such Lender to any Borrower as provided in the foregoing provisions of this Article II, and such funds are not made available to such Borrower by the Administrative Agent because the conditions to the applicable Borrowing set forth in Article IV are not satisfied or waived in accordance with the terms hereof, the Administrative Agent shall return such funds (in like funds as received from such Lender) to such Lender, without interest.

Payments by Borrowers; Presumptions by Administrative Agent. Unless the Administrative Agent shall have received notice from a Borrower prior to the date on which any payment is due to the Administrative Agent for the account of the Lenders or the L/C Issuer hereunder that such Borrower will not make such payment, the Administrative Agent may assume that such Borrower has made such payment on such date in accordance herewith and may, in reliance upon such assumption, distribute to the applicable Lenders or the L/C Issuer, as the case may be, the amount due. In such event, if such Borrower has not With respect to any payment that the Administrative Agent makes for the account of the Lenders or the L/C Issuer hereunder as to which the Administrative Agent determines (which determination shall be conclusive absent manifest error) that any of the following applies (such payment referred to as the “Rescindable Amount”): ): (A1) no a Borrower has not in fact made such payment, ; (B2) the Administrative Agent has made a payment in excess of the amount so paid by the applicable a Borrower (whether or not then owed) or ); or (C3) the Administrative Agent agent has for any reason otherwise erroneously made such payment; then each of the applicable Lenders or the L/C Issuer, as the case may be, severally agrees to repay to the Administrative Agent forthwith on demand the amountRescindable Rescindable Amount so distributed to such Lender or the L/C Issuer, in Same Day Funds immediately available funds with interest thereon, for each day from and including the date such amount is distributed to it to but excluding the date of payment to the Administrative Agent, at the greater of the Federal Funds Rate and a rate per annum equal to determined by the Overnight RateAdministrative Agent in accordance with banking industry rules on interbank compensation. A notice of the Administrative Agent to any Lender or any a Borrower with respect to any amount owing under this subsection clause (b) shall be conclusive, absent manifest error. Failure to Satisfy Conditions Precedent. If any Lender makes available to the the(d) Administrative Agent funds for any Loan to be made by such Lender to any Borrower as provided in the foregoing provisions of this Article II, and such funds are not made available to such Borrower by the Administrative Agent because the conditions to the applicable Borrowing Credit Extension set forth in Article IV are not satisfied or waived in accordance with the terms hereof, the Administrative Agent shall return such funds (in like funds as received from such Lender) to such Lender, without interest.

Payments by Borrowers; Presumptions by Administrative Agent. Unless the Administrative Agent shall have received notice from a Borrower prior to the date on which any payment is due to the Administrative Agent for the account of the Lenders or the any L/C Issuer hereunder that such Borrower will not make such payment, the Administrative Agent may assume that such Borrower has made such payment on such date in accordance herewith and may, in reliance upon such assumption, distribute to the applicable Lenders or the such L/C Issuer, as the case may be, the amount due. In such event, if such Borrower has not With respect to any payment that the Administrative Agent makes for the account of the Lenders or the L/C Issuer hereunder as to which the Administrative Agent determines (which determination shall be conclusive absent manifest error) that any of the following applies (such payment referred to as the “Rescindable Amount”): (A) no Borrower has in fact made such payment, (B) the Administrative Agent has made a payment in excess of the amount so paid by the applicable Borrower (whether or not then owed) or (C) the Administrative Agent has for any reason otherwise erroneously made such payment; then each of the applicable Lenders or the applicable L/C Issuer, as the case may be, severally agrees to repay to the Administrative Agent forthwith on demand the amountRescindable Amount amount so distributed to such Lender or the such L/C Issuer, in Same Day Funds with interest thereon, for each day from and including the date such amount is distributed to it to but excluding the date of payment to the Administrative Agent, at a rate per annum equal to the Overnight Rate. A notice of the Administrative Agent to any Lender or any Borrower with respect to any amount owing under this subsection (b) shall be conclusive, absent manifest error. Failure to Satisfy Conditions Precedent. If any Lender makes available to the Administrative Agent funds for any Loan to be made by such Lender to any Borrower as provided in the foregoing provisions of this Article II, and such funds are not made available to such Borrower by the Administrative Agent because the conditions to the applicable Borrowing Credit Extension set forth in Article 68 89826417_6 IV are not satisfied or waived in accordance with the terms hereof, the Administrative Agent shall return such funds (in like funds as received from such Lender) to such Lender, without interest.

Payments by Borrowers; Presumptions by Administrative Agent. Unless the Administrative Agent shall have received notice from a the Borrower Representative prior to the date on which any payment is due to the Administrative Agent for the account of the Lenders or the L/C Issuer hereunder that such Borrower Borrowers will not make such payment, the Administrative Agent may assume that such Borrower has the Borrowers have made such payment on such date in accordance herewith and may, in reliance upon such assumption, distribute to the applicable Lenders or the L/C Issuer, as the case may be, the amount due. In such event, if such Borrower has not With respect to any payment that the Administrative Agent makes for the account of the Lenders or the L/C Issuer hereunder as to which the Administrative Agent determines (which determination shall be conclusive absent manifest error) that any of the following applies (such payment referred to as the “Rescindable Amount”): (A1) no Borrower has the Borrowers have not in fact made such payment, ; (B2) the Administrative Agent has made a payment in excess of the amount so paid by the applicable Borrower Borrowers (whether or not then owed) ); or (C3) the Administrative Agent agent has for any reason otherwise erroneously made such payment; then each of the applicable Lenders or the L/C Issuer, as the case may be, severally agrees to repay to the Administrative Agent forthwith on demand the amountRescindable Rescindable Amount so distributed to such Lender or the L/C Issuer, in Same Day Funds with interest thereon, for each day from and including the date such amount is distributed to it to but excluding the date of payment to the Administrative Agent, at the greater of the Federal Funds Rate and a rate per annum equal to determined by the Overnight RateAdministrative Agent in accordance with banking industry rules on interbank compensation. A notice of the Administrative Agent to any Lender or any the Borrower Representative with respect to any amount owing under this subsection (b) shall be conclusive, absent manifest error. Failure to Satisfy Conditions Precedent. If any Lender makes available to the Administrative Agent funds for any Loan to be made by such Lender to any Borrower as provided in the foregoing provisions of this Article II, and such funds are not made available to such Borrower by the Administrative Agent because the conditions to the applicable Borrowing set forth in Article IV are not satisfied or waived in accordance with the terms hereof, the Administrative Agent shall return such funds (in like funds as received from such Lender) to such Lender, without interest.

Payments by Borrowers; Presumptions by Administrative Agent. Unless the Administrative Agent shall have received notice from a Borrower the Borrowers prior to the date on which any payment is due to the Administrative Agent for the account of the Lenders or the L/C Issuer Issuing Lender hereunder that such Borrower the Borrowers will not make such payment, the Administrative Agent may assume that such a Borrower has made such payment on such date in accordance herewith and may, in reliance upon such assumption, distribute to the applicable Lenders or the L/C IssuerIssuing Lender, as the case may be, the amount due. In such event, if such Borrower has not With respect to any payment that the Administrative Agent makes for the account of the Lenders or the L/C Issuer any Issuing Lender hereunder as to which the Administrative Agent determines (which determination shall be conclusive absent manifest error) that any of the following applies (such payment referred to as the “Rescindable Amount”): (A1) no Borrower has the Borrowers have not in fact made such payment, ; (B2) the Administrative Agent has made a payment in excess of the amount so paid by the applicable Borrower Borrowers (whether or not then owed) ); or (C3) the Administrative Agent has for any reason otherwise erroneously made such payment; then each of the applicable Lenders or the L/C Issuerapplicable Issuing Lender, as the case may be, severally agrees to repay to the Administrative Agent forthwith on demand the amountRescindable Rescindable Amount so distributed to such Lender or the L/C Issuer, such Issuing Lender in Same Day Funds immediately available funds with interest thereon, for each day from and including the date such amount is distributed to it to but excluding the date of payment to the Administrative Agent, at the greater of the Federal Funds Rate and a rate per annum equal to determined by the Overnight RateAdministrative Agent in accordance with banking industry rules on interbank compensation. A notice of the Administrative Agent to any Lender or any a Borrower with respect to any amount owing under this subsection (b) shall be conclusive, absent manifest error. Failure to Satisfy Conditions Precedent. If any Lender makes available to the Administrative Agent funds for any Loan to be made by such Lender to any Borrower as provided in the foregoing provisions of this Article II, and such funds are not made available to such Borrower by the Administrative Agent because the conditions to the applicable Borrowing set forth in Article IV are not satisfied or waived in accordance with the terms hereof, the Administrative Agent shall return such funds (in like funds as received from such Lender) to such Lender, without interest.

Payments by Borrowers; Presumptions by Administrative Agent. Unless the Administrative Agent shall have received notice from a Borrower the Borrowers prior to the date on which any payment is due to the Administrative Agent for the account of the Lenders or the L/C Issuer Issuing Lender hereunder that such Borrower the Borrowers will not make such payment, the Administrative Agent may assume that such Borrower has the Borrowers have made such payment on such date in accordance herewith and may, in reliance upon such assumption, distribute to the applicable Lenders or the L/C IssuerIssuing Lender, as the case may be, the amount due. In such event, if such Borrower has not With respect to any payment that the Administrative Agent makes for the account of the Lenders or the L/C Issuer Issuing Lender hereunder as to which the Administrative Agent determines (which determination shall be conclusive absent manifest error) that any of the following applies (such payment referred to as the “Rescindable Amount”): (A1) no Borrower has the Borrowers have not in fact made such payment, ; (B2) the Administrative Agent has made a payment in excess of the amount so paid by the applicable Borrower Borrowers (whether or not then owed) ); or (C3) the Administrative Agent agent has for any reason otherwise erroneously made such payment; then each of the applicable Lenders or the L/C IssuerIssuing Lender, as the case may be, severally agrees to repay to the Administrative Agent forthwith on demand the amountRescindable Rescindable Amount so distributed to such Lender or the L/C IssuerIssuing Lender, in Same Day Funds immediately available funds with interest thereon, for each day from and including the date such amount is distributed to it to but excluding the date of payment to the Administrative Agent, at the greater of the Federal Funds Rate and a rate per annum equal to determined by the Overnight RateAdministrative Agent in accordance with banking industry rules on interbank compensation. A notice of the Administrative Agent to any Lender or any Borrower the Borrowers with respect to any amount owing under this subsection clause (b) shall be conclusive, absent manifest error. Failure to Satisfy Conditions Precedent. If any Lender makes available to the Administrative Agent funds for any Loan to be made by such Lender to any Borrower as provided in the foregoing provisions of this Article II, and such funds are not made available to such Borrower by the Administrative Agent because the conditions to the applicable Borrowing set forth in Article IV are not satisfied or waived in accordance with the terms hereof, the Administrative Agent shall return such funds (in like funds as received from such Lender) to such Lender, without interest.

Payments by Borrowers; Presumptions by Administrative Agent. Unless the Administrative Agent shall have received notice from a Borrower prior to the date on which any payment is due to the Administrative Agent for the account of the Lenders or the L/C Issuer hereunder that such Borrower will not make such payment, the Administrative Agent may assume that such Borrower has made such payment on such date in accordance herewith and may, in reliance upon such assumption, distribute to the applicable Lenders or the L/C Issuer, as the case may be, the amount due. In such event, if such Borrower has not With respect to any payment that the Administrative Agent makes for the account of the Lenders or the L/C Issuer hereunder as to which the Administrative Agent determines (which determination shall be conclusive absent manifest error) that any of the following applies (such payment referred to as the “Rescindable Amount”): (A) no Borrower has in fact made such payment, (B) the Administrative Agent has made a payment in excess of the amount so paid by the applicable Borrower (whether or not then owed) or (C) the Administrative Agent has for any reason otherwise erroneously made such payment; then each of the applicable Lenders or the L/C Issuer, as the case may be, severally agrees to repay to the Administrative Agent forthwith on demand the amountRescindable Rescindable Amount so distributed to such Lender or the L/C Issuer, in Same Day Funds with interest thereon, for each day from and including the date such amount is distributed to it to but excluding the date of payment to the Administrative Agent, at a rate per annum equal to the Overnight Rate; provided that this Section 2.12(b)(ii) shall not be interpreted to increase (or accelerate the due date for), or have the effect of increasing (or accelerating the due date for), the Obligations relative to the amount (and/or timing for payment) of the Obligations that would have been payable had such payment not been made by the Administrative Agent. A notice of the Administrative Agent to any Lender or any Borrower with respect to any amount owing under this subsection (b) shall be conclusive, absent manifest error. Failure to Satisfy Conditions Precedent. If any Lender makes available to the Administrative Agent funds for any Loan to be made by such Lender to any Borrower as provided in the foregoing provisions of this Article II, and such funds are not made available to such Borrower by the Administrative Agent because the conditions to the applicable Borrowing set forth in Article IV are not satisfied or waived in accordance with the terms hereof, the Administrative Agent shall return such funds (in like funds as received from such Lender) to such Lender, without interest.

Payments by Borrowers; Presumptions by Administrative Agent. Unless the Administrative Agent shall have received notice from a Borrower prior to the date on which any payment is due to the Administrative Agent for the account of the Lenders or the anany L/C Issuer Issuer(s) hereunder that such Borrower Borrowerthe Borrowers will not make such payment, the Administrative Agent may assume that such Borrower has hasthe Borrowers have made such payment on such date in accordance herewith and may, in reliance upon such assumption, distribute to the applicable Appropriate Lenders or the applicable L/C IssuerIssuer(s), as the case may be, the amount due. In such event, if such Borrower has not With respect to any payment that the Administrative Agent makes for the account of the Lenders or the L/C Issuer hereunder as to which the Administrative Agent determines (which determination shall be conclusive absent manifest error) that any of the following applies (such payment referred to as the “Rescindable Amount”): (A1) no a Borrower has not in fact made such payment, ,; (B2) the Administrative Agent has made a payment in excess of the amount so paid by the applicable Borrower Borrowers (whether or not then owed) ); or (C3) the Administrative Agent has for any reason otherwise erroneously made such payment; then each of the applicable Appropriate Lenders or the suchthe applicable L/C IssuerIssuer(s), as the case may be, severally agrees to repay to the Administrative Agent forthwith on demand the amountRescindable Amount so distributed to such Appropriate Lender or the such L/C Issuer, in Same Day Funds with interest thereon, for each day from and including the date such amount is distributed to it to but excluding the date of payment to the Administrative Agent, at a rate per annum equal to the Overnight Rate. A notice of the Administrative Agent to any Lender or any the Parent Borrower with respect to any amount owing under this subsection (b) shall be conclusive, absent manifest error. Failure to Satisfy Conditions Precedent. If any Lender makes available to the Administrative Agent funds for any Loan to be made by such Lender to any Borrower as provided in the foregoing provisions of this Article II, and such funds are not made available to such Borrower by the Administrative Agent because the conditions to the applicable Borrowing set forth in Article IV are not satisfied or waived in accordance with the terms hereof, the Administrative Agent shall return such funds (in like funds as received from such Lender) to such Lender, without interest.

Payments by Borrowers; Presumptions by Administrative Agent. Unless the Administrative Agent shall have received notice from a Borrower the Borrowers prior to the date on time at which any payment is due to the Administrative Agent for the account of the Lenders or the L/C Issuer hereunder that such Borrower the Borrowers will not make such payment, the Administrative Agent may assume that such Borrower has the Borrowers have made such payment on such date in accordance herewith and may, in reliance upon such assumption, distribute to the applicable Lenders or the L/C Issuer, as the case may be, the amount due. In such event, if such Borrower has not With respect to any payment that the Administrative Agent makes for the account of the Lenders or the L/C Issuer hereunder as to which the Administrative Agent determines (which determination shall be conclusive absent manifest error) that any of the following applies (such payment referred to as the “Rescindable Amount”): (A1) no Borrower has the Borrowers have not in fact made such payment, ; (B2) the Administrative Agent has made a payment in excess of the amount so paid by the applicable Borrower Borrowers (whether or not then owed) ); or (C3) the Administrative Agent has for any reason otherwise erroneously made such payment; then each of the applicable Lenders or the L/C Issuer, as the case may be, severally agrees to repay to the Administrative Agent forthwith on demand the amountRescindable Rescindable Amount so distributed to such Lender or the L/C Issuer, in Same Day Funds immediately available funds with interest thereon, for each day from and including the date such amount is distributed to it to but excluding the date of payment to the Administrative Agent, at the greater of the Federal Funds Rate and a rate per annum equal to determined by the Overnight RateAdministrative Agent in accordance with banking industry rules on interbank compensation. A notice of the Administrative Agent to any Lender or any Borrower the Borrowers with respect to any amount owing under this subsection (b) shall be conclusive, absent manifest error. Failure to Satisfy Conditions Precedent. If any Lender makes available to the Administrative Agent funds for any Loan to be made by such Lender to any Borrower as provided in the foregoing provisions of this Article II, and such funds are not made available to such Borrower by the Administrative Agent because the conditions to the applicable Borrowing set forth in Article IV are not satisfied or waived in accordance with the terms hereof, the Administrative Agent shall return such funds (in like funds as received from such Lender) to such Lender, without interest.

Payments by Borrowers; Presumptions by Administrative Agent. Unless the Administrative Agent shall have received notice from a Borrower prior to the date on which any payment is due to the Administrative Agent for the account of the Appropriate Lenders or the applicable L/C Issuer hereunder that such Borrower will not make such payment, the Administrative Agent may assume that such Borrower has made such payment on such date in accordance herewith and may, in reliance upon such assumption, distribute to the applicable Appropriate Lenders or the such L/C Issuer, as the case may be, the amount due. In such event, if such Borrower has not With respect to any payment that the Administrative Agent makes for the account of the Lenders or the L/C Issuer hereunder as to which the Administrative Agent determines (which determination shall be conclusive absent manifest error) that any of the following applies (such payment referred to as the “Rescindable Amount”): (A) no Borrower has in fact made such payment, (B) the Administrative Agent has made a payment in excess of the amount so paid by the applicable Borrower (whether or not then owed) or (C) the Administrative Agent has for any reason otherwise erroneously made such payment; then each of the applicable Appropriate Lenders or the applicable L/C Issuer, as the case may be, severally agrees to repay to the Administrative Agent forthwith on demand the amountRescindable Amount amount so distributed to such Appropriate Lender or the such L/C Issuer, in Same Day Funds with interest thereon, for each day from and including the date such amount is distributed to it to but excluding the date of payment to the Administrative Agent, at a rate per annum equal to the Overnight Rate. With respect to any payment that the Administrative Agent makes for the account of the Lenders or any L/C Issuer hereunder as to which the Administrative Agent determines (which determination shall be conclusive absent manifest error) that any of the following applies (such payment referred to as the “Rescindable Amount”): (1) the applicable Borrower has not in fact made such payment or (2) the Administrative Agent has made a payment in excess of the amount so paid by such Borrower (whether or not then owed), if such Borrower has not in fact made such payment in such amount, then each of the Lenders or the applicable L/C Issuers, as the case may be, severally agrees to repay to the Administrative Agent forthwith on demand the Rescindable Amount so distributed to such Lender or such L/C Issuer, in Same Day Funds with interest thereon, for each day from and including the date such amount is distributed to it to but excluding the date of payment to the Administrative Agent, at the greater of the Federal Funds Rate and a rate determined by the Administrative Agent in accordance with banking industry rules on interbank compensation. A notice of the Administrative Agent to any Lender or any Borrower with respect to any amount owing under this subsection (b) shall be conclusive, absent manifest error. Failure to Satisfy Conditions Precedent. If any Lender makes available to the Administrative Agent funds for any Loan to be made by such Lender to any Borrower as provided in the foregoing provisions of this Article II, and such funds are not made available to such Borrower by the Administrative Agent because the conditions to the applicable Borrowing set forth in Article IV are not satisfied or waived in accordance with the terms hereof, the Administrative Agent shall return such funds (in like funds as received from such Lender) to such Lender, without interest.

Payments by Borrowers; Presumptions by Administrative Agent. Unless the Administrative Agent shall have received notice from a Borrower the Borrowers prior to the date on time at which any payment is due to the Administrative Agent for the account of the Lenders or the L/C Issuer hereunder that such Borrower the Borrowers will not make such payment, the Administrative Agent may assume that such Borrower has the Borrowers have made such payment on such date in accordance herewith and may, in reliance upon such assumption, distribute to the applicable Appropriate Lenders or the L/C Issuer, as the case may be, the amount due. In such event, if the Borrowers have not in fact made such Borrower has not payment, then each of the Appropriate Lenders or the L/C Issuer, as the case may be, severally agrees to repay to the Administrative Agent forthwith on demand the amount so distributed to such Lender or the L/C Issuer, in immediately available funds with interest thereon, for each day from and including the date such amount is distributed to it to but excluding the date of payment to the Administrative Agent, at the greater of the Federal Funds Rate and a rate determined by the Administrative Agent in accordance with banking industry rules on interbank compensation. 82 With respect to any payment that the Administrative Agent makes for the account of the Lenders or the L/C Issuer hereunder as to which the Administrative Agent determines (which determination shall be conclusive absent manifest error) that any of the following applies (such payment referred to as the “Rescindable Amount”): ) : (A1) no Borrower has the Borrowers have not in fact made such payment, ; (B2) the Administrative Agent has made a payment in excess of the amount so paid by the applicable Borrower Borrowers (whether or not then owed) ); or (C3) the Administrative Agent has for any reason otherwise erroneously made such payment; then each of the applicable Lenders or the L/C Issuer, as the case may be, severally agrees to repay to the Administrative Agent forthwith on demand the amountRescindable Rescindable Amount so distributed to such Lender or the L/C Issuer, in Same Day Funds immediately available funds with interest thereon, for each day from and including the date such amount is distributed to it to but excluding the date of payment to the Administrative Agent, at the greater of the Federal Funds Rate and a rate per annum equal determined by the Administrative Agent in accordance with banking industry rules on interbank compensation. For the avoidance of doubt, (x) if a Loan Party has paid principal, interest or any other amounts owed pursuant to a Loan Document, nothing in Sections 2.12(b), 9.13 or 11.04 shall require any such Loan Party to pay additional amounts that are duplicative of such previously paid amounts as a result of any payment being a Rescindable Amount and (y) the Overnight RateLoan Parties shall have no obligations, liabilities or responsibilities for any actions, consequences or remediation under Sections 2.12(b), 9.13 or 11.04 as a result of any payment being a Rescindable Amount. A notice of the Administrative Agent to any Lender or any the Lead Borrower with respect to any amount owing under this subsection (b) shall be conclusive, absent manifest error. Failure to Satisfy Conditions Precedent. If any Lender makes available to the Administrative Agent funds for any Loan to be made by such Lender to any Borrower as provided in the foregoing provisions of this Article II, and such funds are not made available to such Borrower by the Administrative Agent because the conditions to the applicable Borrowing set forth in Article IV are not satisfied or waived in accordance with the terms hereof, the Administrative Agent shall return such funds (in like funds as received from such Lender) to such Lender, without interest.

Payments by Borrowers; Presumptions by Administrative Agent. Unless the Administrative Agent shall have received notice from a Borrower prior to the date on which any payment is due to the Administrative Agent for the account of the Lenders or the any L/C Issuer hereunder that such Borrower will not make such payment, the Administrative Agent may assume that such Borrower has made such payment on such date in accordance herewith and may, in reliance upon such assumption, distribute to the applicable Lenders or the such L/C Issuer, as the case may be, the amount due. In such event, if such Borrower has not in fact made such payment, then each of the Lenders or the applicable L/C Issuer, as the case may be, severally agrees to repay to the Administrative Agent forthwith on demand the amount so distributed to such Lender or such L/C Issuer, as the case may be, in immediately available funds with interest thereon, for each day from and including the date such amount is distributed to it to but excluding the date of payment to the Administrative Agent, at the interest rate applicable to Base Rate Loans. With respect to any payment that the Administrative Agent makes for the account of the Lenders or the any L/C Issuer hereunder as to which the Administrative Agent determines (which determination shall be conclusive absent manifest error) that any of the following applies (such payment referred to as the “Rescindable Amount”): (A1) no Borrower has the Borrowers have not in fact made such payment, ; (B2) the Administrative Agent has made a payment in excess of the amount so paid by the applicable Borrower Borrowers (whether or not then owed) ); or (C3) the Administrative Agent has for any reason otherwise erroneously made such payment; then each of the applicable Lenders or the applicable L/C Issuer, as the case may be, severally agrees to repay to the Administrative Agent forthwith on demand the amountRescindable Rescindable Amount so distributed to such Lender or the applicable L/C Issuer, in Same Day Funds immediately available funds with interest thereon, for each day from and including the date such amount is distributed to it to but excluding the date of payment to the Administrative Agent, at the greater of the Federal Funds Rate and a rate per annum equal to determined by the Overnight RateAdministrative Agent in accordance with banking industry rules on interbank compensation. A notice of the Administrative Agent to any Lender Lender, any L/C Issuer or any Borrower with respect to any amount owing under this subsection (b) shall be conclusive, absent manifest error. Failure to Satisfy Conditions Precedent. If any Lender makes available to the Administrative Agent funds for any Loan to be made by such Lender to any Borrower as provided in the foregoing provisions of this Article II, and such funds are not made available to such Borrower by the Administrative Agent because the conditions to the applicable Borrowing set forth in Article IV are not satisfied or waived in accordance with the terms hereof, the Administrative Agent shall return such funds (in like funds as received from such Lender) to such Lender, without interest.

Payments by Borrowers; Presumptions by Administrative Agent. Unless the Administrative Agent shall have received notice from a Borrower the Company (on its own behalf or on behalf of another Borrower) prior to the date on which any payment is due to the Administrative Agent for the account of the Lenders or the any L/C Issuer hereunder that such Borrower will not make such payment, the Administrative Agent may assume that such Borrower has made such payment on such date in accordance herewith and may, in reliance upon such assumption, distribute to the applicable Lenders or the such L/C Issuer, as the case may be, the amount due. In such event, if such Borrower has not With respect to any payment that the Administrative Agent makes for the account of the Lenders or the any L/C Issuer hereunder as to which the Administrative Agent determines (which determination shall be conclusive absent manifest error) that any of the following applies (such payment referred to as 9191 (1) the “Rescindable Amount”): (A) no Borrower has hasBorrowers have not in fact made such payment, ; (B2) the Administrative Agent has made a payment in excess of the amount so paid by the applicable Borrower BorrowerBorrowers (whether or not then owed) ); or (C3) the Administrative Agent agent has for any reason otherwise erroneously made such payment; : then each of the applicable Lenders or the applicable L/C Issuer, as the case may be, severally agrees to repay to the Administrative Agent forthwith on demand the amountRescindable Rescindable Amount so distributed to such Lender or the such L/C Issuer, in Same Day Funds immediately available funds with interest thereon, for each day from and including the date such amount is distributed to it to but excluding the date of payment to the Administrative Agent, at the greater of the Federal Funds Rate and a rate per annum equal to determined by the Overnight RateAdministrative Agent in accordance with banking industry rules on interbank compensation. A notice of the Administrative Agent to any Lender or any Borrower with respect to any amount owing under this subsection (b) shall be conclusive, absent manifest error. Failure to Satisfy Conditions Precedent. If any Lender makes available to the Administrative Agent funds for any Loan to be made by such Lender to any Borrower as provided in the foregoing provisions of this Article II, and such funds are not made available to such Borrower by the Administrative Agent because the conditions to the applicable Borrowing set forth in Article IV are not satisfied or waived in accordance with the terms hereof, the Administrative Agent shall return such funds (in like funds as received from such Lender) to such Lender, without interest.

Payments by Borrowers; Presumptions by Administrative Agent. Unless the Administrative Agent shall have received notice from a the Lead Borrower prior to the date on which any payment is due to the Administrative Agent for the account of the Lenders or the L/C LC Issuer hereunder that such Borrower the Borrowers will not make such payment, the Administrative Agent may assume that such Borrower has the Borrowers have made such payment on such date in accordance herewith and may, in reliance upon such assumption, distribute to the applicable Lenders or the L/C LC Issuer, as the case may be, the amount due. In such event, if such Borrower has not With respect Respect to any payment that the Administrative Agent makes for the account of the Lenders or the L/C LC Issuer hereunder as to which the Administrative Agent determines (which determination shall be conclusive absent manifest error) that any of the following applies (such payment referred to as the “Rescindable Amount”): (A1) no Borrower has the Borrowers have not in fact made such payment, ; (B2) the Administrative Agent has made a payment in excess of the amount so paid by the applicable Borrower Borrowers (whether or not then owed) ); or (C3) the Administrative Agent agent has for any reason otherwise erroneously made such payment; then each of the applicable Lenders or the L/C LC Issuer, as the case may be, severally agrees to repay to the Administrative Agent forthwith on demand the amountRescindable Rescindable Amount so distributed to such Lender or the L/C LC Issuer, in Same Day Funds immediately available funds with interest thereon, for each day from and including the date such amount is distributed to it to but excluding the date of payment to the Administrative Agent, at the greater of the Federal Funds Rate and a rate per annum equal to determined by the Overnight RateAdministrative Agent in accordance with banking industry rules on interbank compensation. A notice of the Administrative Agent to any Lender or any the Lead Borrower with respect to any amount owing under this subsection (b) shall be conclusive, absent manifest error. Failure to Satisfy Conditions Precedent. If any Lender makes available to the Administrative Agent funds for any Loan to be made by such Lender to any Borrower as provided in the foregoing provisions of this Article II, and such funds are not made available to such Borrower by the Administrative Agent because the conditions to the applicable Borrowing set forth in Article IV are not satisfied or waived in accordance with the terms hereof, the Administrative Agent shall return such funds (in like funds as received from such Lender) to such Lender, without interest.

Payments by Borrowers; Presumptions by Administrative Agent. Unless the Administrative Agent shall have received notice from a Borrower prior to the date on which any payment is due to the Administrative Agent for the account of the Lenders or the any L/C Issuer hereunder that such Borrower will not make such payment, the Administrative Agent may assume that such Borrower has made such payment on such date in accordance herewith and may, in reliance upon such assumption, distribute to the applicable Lenders or the applicable L/C Issuer, as the case may be, the amount due. In such event, if such Borrower has not With respect to any payment that the Administrative Agent makes for the account of the Lenders or the any L/C Issuer hereunder as to which the Administrative Agent determines (which determination shall be conclusive absent manifest error) that any of the following applies (such payment referred to as the “Rescindable Amount”): (A) no Borrower has in fact made such payment, ; (B) the Administrative Agent has made a payment in excess of the amount so paid by the applicable any Borrower (whether or not then owed) ); or (C) the Administrative Agent has for any reason otherwise erroneously made such payment; then each of the applicable Lenders or the applicable L/C Issuer, as the case may be, severally agrees to repay to the Administrative Agent forthwith on demand the amountRescindable Rescindable Amount so distributed to such Lender or the such L/C Issuer, in Same Day Funds immediately available funds with interest thereon, for each day from and including the date such amount is distributed to it to but excluding the date of payment to the Administrative Agent, at the greater of the Federal Funds Rate and a rate per annum equal to determined by the Overnight RateAdministrative Agent in accordance with banking industry rules on interbank compensation. A notice of the Administrative Agent to any Lender or any Borrower the Borrowers with respect to any amount owing under this subsection (b) shall be conclusive, absent manifest error. Failure to Satisfy Conditions Precedent. If any Lender makes available to the Administrative Agent funds for any Loan to be made by such Lender to any Borrower as provided in the foregoing provisions of this Article II, and such funds are not made available to such Borrower by the Administrative Agent because the conditions to the applicable Borrowing set forth in Article IV are not satisfied or waived in accordance with the terms hereof, the Administrative Agent shall return such funds (in like funds as received from such Lender) to such Lender, without interest.

Payments by Borrowers; Presumptions by Administrative Agent. Unless the Administrative Agent shall have received notice from a Borrower the Borrowers prior to the date on time at which any payment is due to the Administrative Agent for the account of the Lenders or the L/C Issuer hereunder that such Borrower the Borrowers will not make such payment, the Administrative Agent may assume that such Borrower has the Borrowers have made such payment on such date in accordance herewith and may, in reliance upon such assumption, distribute to the applicable Lenders or the L/C Issuer, as the case may be, the amount due. In such event, if such Borrower has not With respect to any payment that the Administrative Agent makes for the account of the Lenders or the L/C Issuer hereunder as to which the Administrative Agent determines (which determination shall be conclusive absent manifest error) that any of the following applies (such payment referred to as the “Rescindable Amount”): (A1) no Borrower has the Borrowers have not in fact made such payment, ; (B2) the Administrative Agent has made a payment in excess of the amount so paid by CHAR1\1858684v2 the applicable Borrower Borrowers (whether or not then owed) ); or (C3) the Administrative Agent has for any reason otherwise erroneously made such payment; then each of the applicable Lenders or the L/C Issuer, as the case may be, severally agrees to repay to the Administrative Agent forthwith on demand the amountRescindable Rescindable Amount so distributed to such Lender or the L/C Issuer, in Same Day Funds immediately available funds with interest thereon, for each day from and including the date such amount is distributed to it to but excluding the date of payment to the Administrative Agent, at the greater of the Federal Funds Rate and a rate per annum equal to determined by the Overnight RateAdministrative Agent in accordance with banking industry rules on interbank compensation. A notice of the Administrative Agent to any Lender or any Borrower the Borrowers with respect to any amount owing under this subsection (b) shall be conclusive, absent manifest error. Failure to Satisfy Conditions Precedent. If any Lender makes available to the Administrative Agent funds for any Loan to be made by such Lender to any Borrower as provided in the foregoing provisions of this Article II, and such funds are not made available to such Borrower by the Administrative Agent because the conditions to the applicable Borrowing set forth in Article IV are not satisfied or waived in accordance with the terms hereof, the Administrative Agent shall return such funds (in like funds as received from such Lender) to such Lender, without interest.

Payments by Borrowers; Presumptions by Administrative Agent. (i) Unless the Administrative Agent shall have received notice from a Borrower the Borrowers prior to the date on which any payment is due to the Administrative Agent for the account of the Lenders or the L/C Issuer hereunder that such Borrower the Borrowers will not make such payment, the Administrative Agent may assume that such Borrower has the Borrowers have made such payment on such date in accordance herewith and may, in reliance upon such assumption, distribute to the applicable Appropriate Lenders or the L/C Issuer, as the case may be, the amount due. In such event, if such Borrower has not . (ii) With respect to any payment that the Administrative Agent makes for the account of the Lenders or the L/C Issuer hereunder as to which the Administrative Agent determines (which determination shall be conclusive absent manifest error) that any of the following applies (such payment referred to as the “Rescindable Amount”): (A1) no Borrower has the Borrowers have not in fact made such payment, ; (B2) the Administrative Agent has made a payment in excess of the amount so paid by the applicable Borrower Borrowers (whether or not then owed) ); or (C3) the Administrative Agent has for any reason otherwise erroneously made such payment; then each of the applicable Lenders or the L/C Issuer, as the case may be, severally agrees to repay to the Administrative Agent forthwith on demand the amountRescindable Rescindable Amount so distributed to such Lender or the L/C Issuer, in Same Day Funds immediately available funds with interest thereon, for each day from and including the date such amount is distributed to it to but excluding the date of payment to the Administrative Agent, at the greater of the Federal Funds Rate and a rate per annum equal to determined by the Overnight RateAdministrative Agent in accordance with banking industry rules on interbank compensation. A notice of the Administrative Agent to any Lender or any Borrower the Borrowers with respect to any amount owing under this subsection clause (bc) shall be conclusive, absent manifest error. Failure to Satisfy Conditions Precedent. If any Lender makes available to the Administrative Agent funds for any Loan to be made by such Lender to any Borrower as provided in the foregoing provisions of this Article II, and such funds are not made available to such Borrower by the Administrative Agent because the conditions to the applicable Borrowing set forth in Article IV are not satisfied or waived in accordance with the terms hereof, the Administrative Agent shall return such funds (in like funds as received from such Lender) to such Lender, without interest.​ ​

Payments by Borrowers; Presumptions by Administrative Agent. Unless the Administrative Agent shall have received notice from a the Parent Borrower (on its own behalf or on behalf of any Designated Borrower) prior to the date on which any payment is due to the Administrative Agent for the account of the Lenders or the any L/C Issuer hereunder that the Borrower designated in such Borrower notice will not make such payment, the Administrative Agent may assume that such Borrower payment has been made such payment on such date in accordance herewith and may, in reliance upon such assumption, distribute to the applicable Appropriate Lenders or the applicable L/C Issuer, as the case may be, the amount due. In such event, if such Borrower payment has not in fact been made, With respect to any payment that the Administrative Agent makes for the account of the Lenders or the any L/C Issuer hereunder as to which the Administrative Agent determines (which determination shall be conclusive absent manifest error) that any of the following applies (such payment referred to as the “Rescindable Amount”): (A1) no the applicable Borrower has not in fact made such payment, ; (B2) the Administrative Agent has made a payment in excess of the amount so paid by the applicable such Borrower (whether or not then owed) ); or (C3) the Administrative Agent agent has for any reason otherwise erroneously made such payment; then each of the applicable Appropriate Lenders or the applicable L/C IssuerIssuerIssuers, as the case may be, severally agrees to repay to the Administrative Agent forthwith on demand the amountRescindable Amount so distributed to such Appropriate Lender or the such L/C Issuer, in Same Day Funds with interest thereon, for each day from and including the date such amount is distributed to it to but excluding the date of payment to the Administrative Agent, at the greater of the Federal Funds Rate and a rate per annum equal to determined by the Overnight RateAdministrative Agent in accordance with banking industry rules on interbank compensation. A notice of the Administrative Agent to any Lender or any the Parent Borrower with respect to any amount owing under this subsection (b) shall be conclusive, absent manifest error. Failure to Satisfy Conditions Precedent. If any Lender makes available to the Administrative Agent funds for any Loan to be made by such Lender to any Borrower as provided in the foregoing provisions of this Article II, and such funds are not made available to such Borrower by the Administrative Agent because the conditions to the applicable Borrowing set forth in Article IV are not satisfied or waived in accordance with the terms hereof, the Administrative Agent shall return such funds (in like funds as received from such Lender) to such Lender, without interest.

Payments by Borrowers; Presumptions by Administrative Agent. Unless the Administrative Agent shall have received notice from a Borrower the Company prior to the date on which any payment is due to the Administrative Agent for the account of the Lenders or the L/C Issuer Issuers hereunder that such the applicable Borrower will not make such payment, the Administrative Agent may assume that such Borrower has the Borrowers have made such payment on such date in accordance herewith and may, in reliance upon such assumption, distribute to the applicable Appropriate Lenders or the applicable L/C IssuerIssuers, as the case may be, the amount due. In such event, if such Borrower has not With respect to any payment that the Administrative Agent makes for the account of the Lenders any Lender or the any L/C Issuer hereunder as to which the Administrative Agent determines (which determination shall be conclusive absent manifest error) that any of the following applies (such payment referred to as the a “Rescindable Amount”): (A) no the applicable Borrower has not in fact made such payment, ; (B) the Administrative Agent has made a payment in excess of the amount so paid by the applicable such Borrower (whether or not then owed) ); or (C) the Administrative Agent has for any reason otherwise erroneously made such payment; then each of the applicable Lenders or the applicable L/C IssuerIssuers, as the case may be, severally agrees to repay to the Administrative Agent forthwith on demand the amountRescindable Rescindable Amount so distributed to such Lender or the such L/C Issuer, in Same Day Funds with interest thereon, for each day from and including the date such amount is distributed to it to but excluding the date of payment to the Administrative Agent, at a rate per annum equal to the Overnight Rate. A notice of the Administrative Agent to any Lender or any Borrower the Company with respect to any amount owing under this subsection (b) shall be conclusive, absent manifest error. Failure to Satisfy Conditions Precedent. If any Lender makes available to the Administrative Agent funds for any Loan to be made by such Lender to any Borrower as provided in the foregoing provisions of this Article II, and such funds are not made available to such Borrower by the Administrative Agent because the conditions to the applicable Borrowing set forth in Article IV are not satisfied or waived in accordance with the terms hereof, the Administrative Agent shall return such funds (in like funds as received from such Lender) to such Lender, without interest.

Payments by Borrowers; Presumptions by Administrative Agent. Unless the Administrative Agent shall have received notice from a Borrower prior to the date on which any payment is due to the Administrative Agent for the account of the Lenders or the any L/C Issuer hereunder that such Borrower will not make such payment, the Administrative Agent may assume that such Borrower has made such payment on such date in accordance herewith and may, in reliance upon such assumption, distribute to the applicable Lenders or the applicable L/C Issuer, as the case may be, the amount due. In such event, if such Borrower has not With respect to any payment that the Administrative Agent makes for the account of the Lenders or the an L/C Issuer hereunder as to which the Administrative Agent determines (which determination shall be conclusive absent manifest error) that any of the following applies (such payment referred to as the “Rescindable Amount”): (A1) no Borrower has the Borrowers have not in fact made such payment, ; (B2) the Administrative Agent has made a payment in excess of the amount so paid by the applicable Borrower Borrowers (whether or not then owed) ); or (C3) the Administrative Agent has for any reason otherwise erroneously made such payment; then each of the applicable Appropriate Lenders or the applicable L/C Issuer, as the case may be, severally agrees to repay to the Administrative Agent forthwith on demand the amountRescindable Rescindable Amount so distributed to such Lender or the such L/C Issuer, in Same Day Funds immediately available funds with interest thereon, for each day from and including the date such amount is distributed to it to but excluding the date of payment to the Administrative Agent, at the greater of the Federal Funds Rate and a rate per annum equal to determined by the Overnight RateAdministrative Agent in accordance with banking industry rules on interbank compensation. A notice of the Administrative Agent to any Lender or any Borrower Representative with respect to any amount owing under this subsection (b) shall be conclusive, absent manifest error. Failure to Satisfy Conditions Precedent. If any Lender makes available to the Administrative Agent funds for any Loan to be made by such Lender to any Borrower as provided in the foregoing provisions of this Article II, and such funds are not made available to such Borrower by the Administrative Agent because the conditions to the applicable Borrowing set forth in Article IV are not satisfied or waived in accordance with the terms hereof, the Administrative Agent shall return such funds (in like funds as received from such Lender) to such Lender, without interest.

Payments by Borrowers; Presumptions by Administrative Agent. Unless the Administrative Agent shall have received notice from a Borrower prior to the date on which any payment is due to the Administrative Agent for the account of the Appropriate Lenders or the applicable L/C Issuer hereunder that such Borrower will not make such payment, the Administrative Agent may assume that such Borrower has made such payment on such date in accordance herewith and may, in reliance upon such assumption, distribute to the applicable Appropriate Lenders or the such L/C Issuer, as the case may be, the amount due. In such event, if such Borrower has not With respect to any payment that the Administrative Agent makes for the account of the Lenders or the L/C Issuer hereunder as to which the Administrative Agent determines (which determination shall be conclusive absent manifest error) that any of the following applies (such payment referred to as the “Rescindable Amount”): (A) no Borrower has in fact made such payment, (B) the Administrative Agent has made a payment in excess of the amount so paid by the applicable Borrower (whether or not then owed) or (C) the Administrative Agent has for any reason otherwise erroneously made such payment; then each of the applicable Appropriate Lenders or the applicable L/C Issuer, as the case may be, severally agrees to repay to the Administrative Agent forthwith on demand the amountRescindable Amount amount so distributed to such Appropriate Lender or the such L/C Issuer, in Same Day Funds with interest thereon, for each day from and including the date such amount is distributed to it to but excluding the date of payment to the Administrative Agent, at a rate per annum equal to the Overnight Rate. (1) the applicable Borrower has not in fact made such payment or (2) the Administrative Agent has made a payment in excess of the amount so paid by such Borrower (whether or not then owed), if such Borrower has not in fact made such payment in such amount, then each of the Lenders or the applicable L/C Issuers, as the case may be, severally agrees to repay to the Administrative Agent forthwith on demand the Rescindable Amount so distributed to such Lender or such L/C Issuer, in Same Day Funds with interest thereon, for each day from and including the date such amount is distributed to it to but excluding the date of payment to the Administrative Agent, at the greater of the Federal Funds Rate and a rate determined by the Administrative Agent in accordance with banking industry rules on interbank compensation. A notice of the Administrative Agent to any Lender or any Borrower with respect to any amount owing under this subsection (b) shall be conclusive, absent manifest error. Failure to Satisfy Conditions Precedent. If any Lender makes available to the Administrative Agent funds for any Loan to be made by such Lender to any Borrower as provided in the foregoing provisions of this Article II, and such funds are not made available to such Borrower by the Administrative Agent because the conditions to the applicable Borrowing set forth in Article IV are not satisfied or waived in accordance with the terms hereof, the Administrative Agent shall return such funds (in like funds as received from such Lender) to such Lender, without interest.

Payments by Borrowers; Presumptions by Administrative Agent. Unless the Administrative Agent shall have received notice from a Borrower the Borrowers prior to the date on which any payment is due to the Administrative Agent for the account of the Lenders or the L/C Issuer hereunder that such Borrower the Borrowers will not make such payment, the Administrative Agent may assume that such Borrower has the Borrowers have made such payment on such date in accordance herewith and may, in reliance upon such assumption, distribute to the applicable Lenders or the L/C Issuer, as the case may be, the amount due. In such event, if such Borrower has not With respect to any payment that the Administrative Agent makes for the account of the Lenders or the L/C Issuer hereunder as to which the Administrative Agent determines (which determination shall be conclusive absent manifest error) that any of the following applies (such payment referred to as the “Rescindable Amount”): (A1) no Borrower has the Borrowers have not in fact made such payment, ; (B2) the Administrative Agent has made a payment in excess of the amount so paid by the applicable Borrower Borrowers (whether or not then owed) ); or (C3) the Administrative Agent has for any reason otherwise erroneously made such payment; then each of the applicable Lenders or the L/C Issuer, as the case may be, severally agrees to repay to the Administrative Agent forthwith on demand the amountRescindable Rescindable Amount so distributed to such Lender or the L/C Issuer, in Same Day Funds immediately available funds with interest thereon, for each day from and including the date such amount is distributed to it to but excluding the date of payment to the Administrative Agent, at the greater of the Federal Funds Rate and a rate per annum equal to determined by the Overnight RateAdministrative Agent in accordance with banking industry rules on interbank compensation. A notice of the Administrative Agent to any Lender or any Borrower the Borrowers with respect to any amount owing under this subsection clause (b) shall be conclusive, absent manifest error. Failure to Satisfy Conditions Precedent. If any Lender makes available to the Administrative Agent funds for any Loan to be made by such Lender to any Borrower as provided in the foregoing provisions of this Article II, and such funds are not made available to such Borrower by the Administrative Agent because the conditions to the applicable Borrowing set forth in Article IV are not satisfied or waived in accordance with the terms hereof, the Administrative Agent shall return such funds (in like funds as received from such Lender) to such Lender, without interest.

Payments by Borrowers; Presumptions by Administrative Agent. Unless the Administrative Agent shall have received notice from a Borrower prior to the date on time at which any payment is due by such Borrower to the Administrative Agent for the account of the Lenders or the an L/C Issuer hereunder that such Borrower will not make such payment, the Administrative Agent may assume that such Borrower has made such payment on such date in accordance herewith and may, in reliance upon such assumption, distribute to the applicable Lenders or the such L/C Issuer, as the case may be, the amount due. In such event, if such Borrower has not With respect to any payment that the Administrative Agent makes for the account of the Lenders or the any L/C Issuer hereunder as to which the Administrative Agent determines (which determination shall be conclusive absent manifest error) that any of the following applies (such payment referred to as the “Rescindable Amount”): ): (A1) no the applicable Borrower has not in fact made such payment, ; (B2) the Administrative Agent has made a payment in excess of the amount so paid by the applicable Borrower (whether or not then owed) ); or (C3) the Administrative Agent agent has for any reason otherwise erroneously made such payment; then each of the applicable Lenders or the applicable L/C Issuer, as the case may be, severally agrees to repay to the Administrative Agent forthwith on demand the amountRescindable Rescindable Amount so distributed to such Lender or the such L/C Issuer, in Same Day Funds with interest thereon, for each day from and including the date such amount is distributed to it to but excluding the date of payment to the Administrative Agent, at a rate per annum equal to the Overnight Rate. A notice of the Administrative Agent to any Lender or any Borrower with respect to any amount owing under this subsection clause (b) shall be conclusive, absent manifest error. Failure to Satisfy Conditions Precedent. If any Lender makes available to the Administrative Agent funds for any Loan to be made by such Lender to any Borrower as provided in the foregoing provisions of this Article II, and such funds are not made available to such Borrower by the Administrative Agent because the conditions to the applicable Borrowing set forth in Article IV are not satisfied or waived in accordance with the terms hereof, the Administrative Agent shall return such funds (in like funds as received from such Lender) to such Lender, without interest.