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

Payments by Borrowers; Presumptions by Agent. Unless the Agent shall have received notice from the applicable Loan Party prior to the time at which any payment is due to the Agent for the account of the Lender Parties hereunder that such Loan Party will not make such payment, the Agent may assume that such Loan Party has made such payment on such date in accordance herewith and may, in reliance upon such assumption, distribute to the Appropriate Lenders or the Issuing Banks, as the case may be, the amount due. In such event, if the applicable Loan Party has not in fact made such payment, then each of the Appropriate Lenders or Issuing Banks, as the case may be, severally agrees to repay to the Agent forthwith on demand the amount so distributed to such Lender Party, 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 Agent, at the Overnight Rate. With respect to any payment that the Agent makes for the account of any Lender Party hereunder as to which the 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 Loan Party has not in fact made such payment; (2) the Agent has made a payment in excess of the amount so paid by the applicable Loan Party (whether or not then owed); or (3) the Agent has for any reason otherwise erroneously made such payment; then each of the Lender Parties severally agrees to repay to the Agent forthwith on demand the Rescindable Amount so distributed to such Lender Party, 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 Agent, at the greater of the Federal Funds Rate and a rate determined by the Agent in accordance with banking industry rules on interbank compensation. A notice of the Agent to any Lender or the applicable Loan Party with respect to any amount owing under this subsection (c) shall be conclusive, absent manifest error.

Payments by Borrowers; Presumptions by Agent. Unless the Agent shall have received notice from the applicable Loan Party Lead Borrower prior to the time at which any payment is due to the Agent for the account of the Lender Parties Lenders or the L/C Issuer hereunder that such Loan Party the Borrowers will not make such payment, the Agent may assume that such Loan Party has the Borrowers have made such payment on such date in accordance herewith and may, in reliance upon such assumption, distribute to the Appropriate Lenders or the Issuing BanksL/C Issuer, as the case may be, the amount due. In such event, if the applicable Loan Party has not in fact made such payment, then each of the Appropriate Lenders or Issuing Banks, as the case may be, severally agrees to repay to the Agent forthwith on demand the amount so distributed to such Lender Party, 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 Agent, at the Overnight Rate. With respect to any payment that the Agent makes for the account of any Lender Party the Lenders or the L/C Issuer hereunder as to which the 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 Loan Party has Borrowers have not in fact made such payment; (2) the Agent has made a payment in excess of the amount so paid by the applicable Loan Party Borrowers (whether or not then owed); or (3) the Agent has for any reason otherwise erroneously made such payment; then each of the Lender Parties Lenders or the L/C Issuer, as the case may be, severally agrees to repay to the Agent forthwith on demand the Rescindable Amount so distributed to such Lender Partyor 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 Agent, at the greater of the Federal Funds Rate and a rate determined by the Agent in accordance with banking industry rules on interbank compensation. A notice of the Agent to any Lender or the applicable Loan Party Lead Borrower with respect to any amount owing under this subsection (cb) shall be conclusive, absent manifest error.

Payments by Borrowers; Presumptions by Agent. Unless the Agent shall have received notice from the applicable Loan Party Lead Borrower prior to the time at which any payment is due to the Agent for the account of the Lender Parties Lenders or the L/C Issuer hereunder that such Loan Party the Borrowers will not make such payment, the Agent may assume that such Loan Party has the Borrowers have made such payment on such date in accordance herewith and may, in reliance upon such assumption, distribute to the Appropriate Lenders or the Issuing BanksL/C Issuer, as the case may be, the amount due. In such event, if the applicable Loan Party has Borrowers have not in fact made such payment, then each of the Appropriate Lenders or Issuing Banksthe L/C Issuer, as the case may be, severally agrees to repay to the Agent forthwith on demand the amount so distributed to such Lender Party, in Same Day Funds with interest thereon, for each day from and including or the date such amount is distributed to it to but excluding the date of payment to the Agent, at the Overnight Rate. With respect to any payment that the Agent makes for the account of any Lender Party hereunder as to which the 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 Loan Party has not in fact made such payment; (2) the Agent has made a payment in excess of the amount so paid by the applicable Loan Party (whether or not then owed); or (3) the Agent has for any reason otherwise erroneously made such payment; then each of the Lender Parties severally agrees to repay to the Agent forthwith on demand the Rescindable Amount so distributed to such Lender PartyL/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 Agent, at the greater of the Federal Funds Rate and a rate determined by the Agent in accordance with banking industry rules on interbank compensation. A notice of the Agent to any Lender or the applicable Loan Party Lead Borrower with respect to any amount owing under this subsection (cb) shall be conclusive, absent manifest error.. (c) Failure to Satisfy Conditions Precedent. If any Lender makes available to the Agent funds for any Loan to be made by such Lender as provided in the foregoing provisions of this Article II, and such funds are not made available to the Borrowers by the Agent because the conditions to the applicable Credit Extension set forth in Article IV are not satisfied or waived in accordance with the terms hereof (subject to the provisions of the last paragraph of Section 4.02 hereof), the Agent shall return such funds (in like funds as received from such Lender) to such Lender, without interest. (d)

Payments by Borrowers; Presumptions by Agent. Unless the Agent shall have received notice from the applicable Loan Party Borrower Agent prior to the time at date on which any payment is due to the Agent for the account of the Lender Parties Lenders or any Issuing Bank hereunder that such Loan Party the Borrowers will not make such payment, the Agent may assume that such Loan Party has the Borrowers have made such payment on such date in accordance herewith and may, in reliance upon such assumption, distribute to the Appropriate Lenders or the applicable Issuing BanksBank, as the case may be, the amount due. In such event, if the applicable Loan Party has not in fact made such payment, then each of the Appropriate Lenders or Issuing Banks, as the case may be, severally agrees to repay to the Agent forthwith on demand the amount so distributed to such Lender Party, 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 Agent, at the Overnight Rate. With respect to any payment that the Agent makes for the account of the Lenders or any Lender Party Issuing Bank hereunder as to which the 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 Loan Party has Borrowers have not in fact made such payment; (2) the Agent has made a payment in excess of the amount so paid by the applicable Loan Party Borrowers (whether or not then owed); or (3) the Agent has for any reason otherwise erroneously made such payment; then each of the Lender Parties Lenders or the applicable Issuing Bank, as the case may be, severally agrees to repay to the Agent forthwith on demand the Rescindable Amount so distributed to such Lender Partyor such Issuing Bank, 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 Agent, at the greater of the Federal Funds Rate and a rate determined by the Agent in accordance with banking industry rules on interbank compensation. A notice of the Agent to any Lender Lender, Issuing Bank or the applicable Loan Party any Borrower with respect to any amount owing under this subsection (c) Section 5.5.3 shall be conclusive, absent manifest error.

Payments by Borrowers; Presumptions by Agent. Unless the Agent shall have received notice from the applicable Loan Party prior to the time at which any payment is due to the Agent for the account of the Lender Parties hereunder that such Loan Party will not make such payment, the Agent may assume that such Loan Party has made such payment on such date in accordance herewith and may, in reliance upon such assumption, distribute to the Appropriate Lenders or the Issuing Banks, as the case may be, the amount due. In such event, if the applicable Loan Party has not in fact made such payment, then each of the Appropriate Lenders or Issuing Banks, as the case may be, severally agrees to repay to the Agent forthwith on demand the amount so distributed to such Lender Party, 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 Agent, at the Overnight Rate. With respect to any payment that the Agent makes for the account of the Lenders or any Lender Party Issuing Bank hereunder as to which the 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 Loan Party has Borrowers have not in fact made such payment; (2) the Agent has made a payment in excess of the amount so paid by the applicable Loan Party Borrowers (whether or not then owed); or (3) the Agent has for any reason otherwise erroneously made such payment; then each of the Lender Parties Lenders or the applicable Issuing Bank, as the case may be, severally agrees to repay to the Agent forthwith on within two (2) Business Days of demand the Rescindable Amount so distributed to such Lender Partyor such Issuing Bank, 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 Agent, at the greater of the Federal Funds Rate and a rate determined by the Agent in accordance with banking industry rules on interbank compensation. A notice of the Agent to any Lender or the applicable Loan Party with respect to any amount owing under this subsection (c) or subsection (b) above shall be conclusive, absent manifest error.

Payments by Borrowers; Presumptions by Agent. Unless the Agent shall have received notice from the applicable Loan Party a Borrower prior to the time at date on which any payment is due to the Agent for the account of the Lender Parties Lenders or the L/C Issuer hereunder that such Loan Party Borrower will not make such payment, the Agent may assume that such Loan Party Borrower has made such payment on such date in accordance herewith and may, in reliance upon such assumption, distribute to the Appropriate applicable Lenders or the Issuing BanksL/C Issuer, as the case may be, the amount due. In With respect to any payment that the Agent makes for the account of the Lenders or the L/C Issuer hereunder as to which the Agent determines (which determination shall be conclusive absent manifest error) that any of the following applies (such event, if payment referred to as the applicable Loan Party has “Rescindable Amount”): (1) the Borrowers have not in fact made such payment, ; (2) the Agent has made a payment in excess of the amount so paid by the Borrowers (whether or not then owed); or (3) the Agent has for any reason otherwise erroneously made such payment; then each of the Appropriate Lenders or Issuing Banksthe L/C Issuer, as the case may be, severally agrees to repay to the Agent forthwith on demand the amount Rescindable Amount so distributed to such Lender Partyor 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 Agent, at the Overnight Rate. With respect to any payment that the Agent makes for the account of any Lender Party hereunder as to which the 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 Loan Party has not in fact made such payment; (2) the Agent has made a payment in excess of the amount so paid by the applicable Loan Party (whether or not then owed); or (3) the Agent has for any reason otherwise erroneously made such payment; then each of the Lender Parties severally agrees to repay to the Agent forthwith on demand the Rescindable Amount so distributed to such Lender Party, 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 Agent, at the greater of the Federal Funds Rate and a rate determined by the Agent in accordance with banking industry rules on interbank compensation. A notice of the Agent to any Lender or the applicable Loan Party a Borrower with respect to any amount owing under this subsection clause (cb) shall be conclusive, absent manifest error.

Payments by Borrowers; Presumptions by Agent. Unless the Agent shall have received notice from the applicable Loan Party Lead Borrower prior to the time at atdate on which any payment is due to the Agent for the account of any of the Lender Parties Lenders or the L/C Issuer hereunder that such Loan Party the Borrowers will not make such payment, the Agent may assume that such Loan Party has the Borrowers have made such payment on such date in accordance herewith and may, in reliance upon such assumption, distribute to the Appropriate Lenders or the Issuing BanksL/C Issuer, as the case may be, the amount due. In such event, if the applicable Loan Party has not in fact made such payment, then each of the Appropriate Lenders or Issuing Banks, as the case may be, severally agrees to repay to the Agent forthwith on demand the amount so distributed to such Lender Party, 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 Agent, at the Overnight Rate. With respect to any payment that the Agent makes for the account of any Lender Party the Lenders or the L/C Issuer hereunder as to which the 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 Loan Party has Borrowers have not in fact made such payment,; (2) the Agent has made a payment in excess of the amount so paid by the applicable Loan Party Borrowers (whether or not then owed); or (3) the Agent has for any reason otherwise erroneously made such payment; then each of the Lender Parties Lenders or the L/C Issuer, as the case may be, severally agrees to repay to the Agent forthwith on demand the Rescindable amountRescindable Amount so distributed to such Lender Partyor 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 Agent, at the greater of the Federal Funds Rate and a rate determined by the Agent in accordance with banking industry rules on interbank compensation. A notice of compensation plus any administrative, processing, or similar fees customarily charged by the Agent to any Lender or in connection with the applicable Loan Party with respect to any amount owing under this subsection (c) shall be conclusive, absent manifest errorforegoing.

Payments by Borrowers; Presumptions by Agent. Unless the Agent shall have received notice from the applicable Loan Party prior to the time at which any payment is due to the Agent for the account of the Lender Parties hereunder that such Loan Party will not make such payment, the Agent may assume that such Loan Party has made such payment on such date in accordance herewith and may, in reliance upon such assumption, distribute to the Appropriate Lenders or the Issuing Banks, as the case may be, the amount due. In such event, if the applicable Loan Party has not in fact made such payment, then each of the Appropriate Lenders or Issuing Banks, as the case may be, severally agrees to repay to the Agent forthwith on demand the amount so distributed to such Lender Party, 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 Agent, at the Overnight Rate. With respect to any payment that the Agent makes for the account of the Lenders or any Lender Party Issuing Bank hereunder as to which the 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 Loan Party has Borrowers have not in fact made such payment; (2) the Agent has made a payment in excess of the amount so paid by the applicable Loan Party Borrowers (whether or not then owed); or (3) the Agent has for any reason otherwise erroneously made such payment; then each of the Lender Parties Lenders or the applicable Issuing Bank, as the case may be, severally agrees to repay to the Agent forthwith on demand the Rescindable Amount so distributed to such Lender Party, 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 Agent, at the greater of the Federal Funds Rate and a rate determined by the Agent in accordance with banking industry rules on interbank compensation. A notice of the Agent to any Lender or the applicable Loan Party with respect to any amount owing under this subsection within two (c2) shall be conclusive, absent manifest error.Business Days of

Payments by Borrowers; Presumptions by Agent. Unless the Agent shall have received notice from the applicable Loan Party Lead Borrower prior to the time at which any payment is due to the Agent for the account of the Lender Parties Lenders or the L/C Issuer hereunder that such Loan Party the Borrowers will not make such payment, the Agent may assume that such Loan Party has the Borrowers have made such payment on such date in accordance herewith and may, in reliance upon such assumption, distribute to the Appropriate Lenders or the Issuing BanksL/C Issuer, as the case may be, the amount due. In such event, if the applicable Loan Party has Borrowers have not in fact made such payment, then each of the Appropriate Lenders or Issuing Banksthe L/C Issuer, as the case may be, severally agrees to repay to the Agent forthwith on demand the amount so distributed to such Lender Party, in Same Day Funds with interest thereon, for each day from and including or the date such amount is distributed to it to but excluding the date of payment to the Agent, at the Overnight Rate. With respect to any payment that the Agent makes for the account of any Lender Party hereunder as to which the 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 Loan Party has not in fact made such payment; (2) the Agent has made a payment in excess of the amount so paid by the applicable Loan Party (whether or not then owed); or (3) the Agent has for any reason otherwise erroneously made such payment; then each of the Lender Parties severally agrees to repay to the Agent forthwith on demand the Rescindable Amount so distributed to such Lender PartyL/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 Agent, at the greater of the Federal Funds Rate and a rate determined by the Agent in accordance with banking industry rules on interbank compensation. A notice of the Agent to any Lender or the applicable Loan Party Lead Borrower with respect to any amount owing under this subsection (cb) shall be conclusive, absent manifest error. (c) Failure to Satisfy Conditions Precedent. If any Lender makes available to the Agent funds for any Loan to be made by such Lender as provided in the foregoing provisions of this Article II, and such funds are not made available to the Borrowers by the Agent because the conditions to the applicable Credit Extension set forth in Article IV are not satisfied or waived in accordance with the terms hereof (subject to the provisions of the last paragraph of Section 4.02 hereof), the Agent shall return such funds (in like funds as received from such Lender) to such Lender, without interest.

Payments by Borrowers; Presumptions by Agent. Unless the Agent shall have received notice from the applicable Loan Party Lead Borrower or the Canadian Borrower, as applicable, prior to the time at which any payment is due to the Agent for the account of the Lender Parties Lenders or the L/C Issuer hereunder that such Loan Party the applicable Borrowers will not make such payment, the Agent may assume that such Loan Party has the Borrowers have made such payment on such date in accordance herewith and may, in reliance upon such assumption, distribute to the Appropriate applicable Lenders or the Issuing BanksL/C Issuer, as the case may be, the amount due. In such event, if the applicable Loan Party has not in fact made such payment, then each of the Appropriate Lenders or Issuing Banks, as the case may be, severally agrees to repay to the Agent forthwith on demand the amount so distributed to such Lender Party, 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 Agent, at the Overnight Rate. With respect to any payment that the Agent makes for the account of any Lender Party the Lenders or the L/C Issuer hereunder as to which the 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 Loan Party has Borrowers have not in fact made such payment; (2) the Agent has made a payment in excess of the amount so paid by the applicable Loan Party Borrowers (whether or not then owed); or (3) the Agent has for any reason otherwise erroneously made such payment; then each of the Lender Parties Lenders or the L/C Issuer, as the case may be, severally agrees to repay to the Agent forthwith on demand the Rescindable Amount so distributed to such Lender Partyor 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 Agent, at the greater of the Federal Funds Rate or the Bank of Canada Overnight Rate, as applicable, and a rate determined by the Agent in accordance with banking industry rules on interbank compensation. A notice of the Agent to any Lender Lender, the L/C Issuer or the applicable Loan Party Lead Borrower or the Canadian Borrower, as applicable, with respect to any amount owing under this subsection (cSection 2.12(b) shall be conclusive, absent manifest error.

Payments by Borrowers; Presumptions by Agent. Unless the Agent shall have received notice from the applicable Loan Party Lead Borrower prior to the time at which any payment is due to the Agent for the account of any of the Lender Parties Lenders or the L/C Issuer hereunder that such Loan Party the Borrowers will not make such payment, the Agent may assume that such Loan Party has the Borrowers have made such payment on such date in accordance herewith and may, in 9656966v810314033v12 reliance upon such assumption, distribute to the Appropriate Lenders or the Issuing BanksL/C Issuer, as the case may be, the amount due. In such event, if the applicable Loan Party has not in fact made such payment, then each of the Appropriate Lenders or Issuing Banks, as the case may be, severally agrees to repay to the Agent forthwith on demand the amount so distributed to such Lender Party, 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 Agent, at the Overnight Rate. With ifWith respect to any payment that the Agent makes for the account of the Lenders or any Lender Party L/C Issuer hereunder as to which the 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 Loan Party has Borrowers have not in fact made such payment,; (2) the Agent has made a payment in excess of the amount so paid by the applicable Loan Party Borrowers (whether or not then owed); or (3) the Agent has for any reason otherwise erroneously made such payment; then each of the Lender Parties Lenders or the applicable L/C Issuer(s), as the case may be, severally agrees to repay to the Agent forthwith on demand the Rescindable amountRescindable Amount so distributed to such Lender Partyor thesuch 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 Agent, at the greater of the Federal Funds Rate and a rate determined by the Agent in accordance with banking industry rules on interbank compensation. A notice of the Agent to any Lender or the applicable Loan Party Lead Borrower with respect to any amount owing under this subsection (cb) shall be conclusive, absent manifest error.

Payments by Borrowers; Presumptions by Agent. Unless the Agent shall have received notice from the applicable Loan Party Lead Borrower prior to the time at date on which any payment is due to the Agent for the account of the Lender Parties Lenders or the L/C Issuer hereunder that such Loan Party the Borrowers will not make such payment, the Agent may assume that such Loan Party has the Borrowers have made such payment on such date in accordance herewith and may, in reliance upon such assumption, distribute to the Appropriate Lenders or the Issuing BanksL/C Issuer, as the case may be, the amount due. In such event, if the applicable Loan Party has not in fact made such payment, then each of the Appropriate Lenders or Issuing Banks, as the case may be, severally agrees to repay to the Agent forthwith on demand the amount so distributed to such Lender Party, 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 Agent, at the Overnight Rate. With respect to any payment that the Agent makes for the account of any Lender Party the Lenders or the L/C Issuer hereunder as to which the 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 Loan Party has Borrowers have not in fact made such payment; (2) the Agent has made a payment in excess of the amount so paid by the applicable Loan Party Borrowers (whether or not then owed); or (3) the Agent has for any reason otherwise erroneously made such payment; then each of the Lender Parties Lenders or the L/C Issuer, as the case may be, severally agrees to repay to the Agent forthwith on demand the Rescindable Amount so distributed to such Lender Partyor 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 Agent, at the greater of the Federal Funds Rate and a rate determined by the Agent in accordance with banking industry rules on interbank compensation. A notice of the Agent to any Lender or the applicable Loan Party Lead Borrower with respect to any amount owing under this subsection clause (cb) shall be conclusive, absent manifest error.

Payments by Borrowers; Presumptions by Agent. Unless the Agent shall have received notice from the applicable Loan Party Lead Borrower prior to the time at date on which any payment is due to the Agent for the account of the Lender Parties Lenders or the L/C Issuer hereunder that such Loan Party the Borrowers will not make such payment, the Agent may assume that such Loan Party has the Borrowers have made such payment on such date in accordance herewith and may, in reliance upon such assumption, distribute to the Appropriate Lenders or the Issuing BanksL/C Issuer, as the case may be, the amount due. In such event, if the applicable Loan Party has not in fact made such payment, then each of the Appropriate Lenders or Issuing Banks, as the case may be, severally agrees to repay to the Agent forthwith on demand the amount so distributed to such Lender Party, 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 Agent, at the Overnight Rate. With respect to any payment that the Agent makes for the account of any Lender Party the Lenders or the L/C Issuer hereunder as to which the 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 Loan Party has Borrowers have not in fact made such payment; (2) the Agent has made a payment in excess of the amount so paid by the applicable Loan Party Borrowers (whether or not then owed); or (3) the Agent has for any reason otherwise erroneously made such payment; then each of the Lender Parties Lenders or the L/C Issuer, as the case may be, severally agrees to repay to the Agent forthwith on demand the Rescindable Amount so distributed to such Lender Partyor 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 Agent, at the greater of the Federal Funds Rate and a rate determined by the Agent in accordance with banking industry rules on interbank compensation. DB1/ 133985272.1133985272.4 ​ ​ ​ A notice of the Agent to any Lender or the applicable Loan Party Lead Borrower with respect to any amount owing under this subsection clause (cb) shall be conclusive, absent manifest error.

Payments by Borrowers; Presumptions by Agent. Unless the Agent shall have received notice from the applicable Loan Party Lead Borrower prior to the time at which any payment is due to the Agent for the account of the Lender Parties Lenders or the L/C Issuer hereunder that such Loan Party the Borrowers will not make such payment, the Agent may assume that such Loan Party has the Borrowers have made such payment on such date and in the applicable Currency in accordance herewith and may, in reliance upon such assumption, distribute to the Appropriate Lenders or the Issuing BanksL/C Issuer, as the case may be, the amount due. In such event, if the applicable Loan Party has not in fact made such payment, then each of the Appropriate Lenders or Issuing Banks, as the case may be, severally agrees to repay to the Agent forthwith on demand the amount so distributed to such Lender Party, 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 Agent, at the Overnight Rate. With respect Respect to any payment that the Agent makes for the account of the Lenders or any Lender Party L/C Issuer hereunder as to which the 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 Loan Party has Borrowers have not in fact made such payment; (2) the Agent has made a payment in excess of the amount so paid by the applicable Loan Party Borrowers (whether or not then owed); or (3) the Agent has for any reason otherwise erroneously made such payment; then each of the Lender Parties Lenders or the applicable L/C Issuer(s), as the case may be, severally agrees to repay to the Agent forthwith on demand the Rescindable Amount so distributed to such Lender Partyor such 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 Agent, at the greater of the Federal Funds Rate and a rate determined by the Agent in accordance with banking industry rules on interbank compensation. A notice of the Agent to any Lender or the applicable Loan Party Lead Borrower with respect to any amount owing under this subsection (cb) shall be conclusive, absent manifest error.

Payments by Borrowers; Presumptions by Agent. Unless the Agent shall have received notice from the applicable Loan Party Lead Borrower prior to the time at which any payment is due to the Agent for the account of the Lender Parties Lenders or the L/C Issuer hereunder that such Loan Party the Borrowers will not make such payment, the Agent may assume that such Loan Party has the Borrowers have made such payment on such date in accordance herewith and may, in reliance upon such assumption, distribute to the Appropriate Lenders or the Issuing BanksL/C Issuer, as the case may be, the amount due. In such event, if the applicable Loan Party has not in fact made such payment, then each of the Appropriate Lenders or Issuing Banks, as the case may be, severally agrees to repay to the Agent forthwith on demand the amount so distributed to such Lender Party, 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 Agent, at the Overnight Rate. With respect Respect to any payment that the Agent makes for the account of the Lenders or any Lender Party L/C Issuer hereunder as to which the 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 Loan Party has Borrowers have not in fact made such payment; (2) the Agent has made a payment in excess of the amount so paid by the applicable Loan Party Borrowers (whether or not then owed); or (3) the Agent has for any reason otherwise erroneously made such payment; then each of the Lender Parties Lenders or the applicable L/C Issuer(s), as the case may be, severally agrees to repay to the Agent forthwith on demand the Rescindable Amount so distributed to such Lender Partyor such 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 Agent, at the greater of the Federal Funds Rate and a rate determined by the Agent in accordance with banking industry rules on interbank compensation. A notice of the Agent to any Lender or the applicable Loan Party Lead Borrower with respect to any amount owing under this subsection (cb) shall be conclusive, absent manifest error.

Payments by Borrowers; Presumptions by Agent. (i) Unless the Agent shall have received notice from the applicable Loan Party Borrowers prior to the time at date on which any payment is due to the Agent for the account of the Lender Parties Lenders or the Issuing Bank hereunder that such Loan Party the Borrowers will not make such payment, the Agent may assume that such Loan Party has the Borrowers have made such payment on such date in accordance herewith and may, in reliance upon such assumption, distribute to the Appropriate Lenders or the Issuing BanksBank, as the case may be, the amount due. In such event, if the applicable Loan Party has not in fact made such payment, then each of the Appropriate Lenders or Issuing Banks, as the case may be, severally agrees to repay to the Agent forthwith on demand the amount so distributed to such Lender Party, 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 Agent, at the Overnight Rate. (ii) With respect to any payment that the Agent makes for the account of any Lender Party the Lenders or the Issuing Bank hereunder as to which the 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 Loan Party has Borrowers have not in fact made such payment; (2) the Agent has made a payment in excess of the amount so paid by the applicable Loan Party Borrowers (whether or not then owed); or (3) the Agent has for any reason otherwise erroneously made such payment; then each of the Lender Parties Lenders or the Issuing Bank, as the case may be, severally agrees to repay to the Agent forthwith on demand the Rescindable Amount Amount, which in the case of clause (2) shall be limited to the amount in excess of the amount so paid by the Borrowers, so distributed to such Lender Partyor the Issuing Bank, 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 Agent, at the greater of the Federal Funds Rate and a rate determined by the Agent in accordance with banking industry rules on interbank compensation. A notice of the Agent to any Lender or the applicable Loan Party Borrowers with respect to any amount owing under this subsection clause (cb) shall be conclusive, absent manifest error.. Section 2.11

Payments by Borrowers; Presumptions by Agent. Unless the Agent shall have received notice from the applicable Loan Party Lead Borrower prior to the time at which any payment is due to the Agent for the account of the Lender Parties Lenders or the L/C Issuer hereunder that such Loan Party the Borrowers will not make such payment, the Agent may assume that such Loan Party has the Borrowers have made such payment on such date in accordance herewith and may, in reliance upon such assumption, distribute to the Appropriate Lenders or the Issuing BanksL/C Issuer, as the case may be, the amount due. In such event, if the applicable Loan Party has not in fact made such payment, then each of the Appropriate Lenders or Issuing Banks, as the case may be, severally agrees to repay to the Agent forthwith on demand the amount so distributed to such Lender Party, 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 Agent, at the Overnight Rate. With respect to any payment that the Agent makes for the account of the Lenders or any Lender Party L/C Issuer hereunder as to which the 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 Loan Party has Borrowers have not in fact made such payment; (2) the Agent has made a payment in excess of the amount so paid by the applicable Loan Party Borrowers (whether or not then owed); or (3) the Agent has for any reason otherwise erroneously made such payment; then each of the Lender Parties Lenders or the applicable L/C Issuer(s), as the case may be, severally agrees to repay to the Agent forthwith on demand the Rescindable Amount so distributed to such Lender Partyor such 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 Agent, at the greater of the Federal Funds Rate and a rate determined by the Agent in accordance with banking industry rules on interbank compensation. A notice of the Agent to any Lender or the applicable Loan Party Lead Borrower with respect to any amount owing under this subsection (cb) shall be conclusive, absent manifest error.

Payments by Borrowers; Presumptions by Agent. Unless the Agent shall have received notice from the applicable Loan Party prior to the time at which any payment is due to the Agent for the account of the Lender Parties hereunder that such Loan Party will not make such payment, the Agent may assume that such Loan Party has made such payment on such date in accordance herewith and may, in reliance upon such assumption, distribute to the Appropriate Lenders or the Issuing Banks, as the case may be, the amount due. In such event, if the applicable Loan Party has not in fact made such payment, then each of the Appropriate Lenders or Issuing Banks, as the case may be, severally agrees to repay to the Agent forthwith on demand the amount so distributed to such Lender Party, 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 Agent, at the Overnight Rate. With respect to any payment that the Agent makes for the account of the Lenders or any Lender Party Issuing Bank hereunder as to which the 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 Loan Party has Borrowers have not in fact made such payment; (2) the Agent has made a payment in excess of the amount so paid by the applicable Loan Party Borrowers (whether or not then owed); or (3) the Agent has for any reason otherwise erroneously made such payment; then each of the Lender Parties Lenders or the applicable Issuing Bank, as the case may be, severally agrees to repay to the Agent forthwith on within two (2) Business Days of demand the Rescindable Amount so distributed to such Lender Partyor such Issuing Bank, 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 Agent, at the greater of the Federal Funds Rate and a rate determined by the Agent in accordance with banking industry rules on interbank compensation. 139 A notice of the Agent to any Lender or the applicable Loan Party with respect to any amount owing under this subsection (c) or subsection (b) above shall be conclusive, absent manifest error.

Payments by Borrowers; Presumptions by Agent. Unless the Agent shall have received notice from the applicable Loan Party Lead Borrower prior to the time at date on which any payment is due to the Agent for the account of the Lender Parties Lenders or the L/C Issuer hereunder that such Loan Party the Borrowers will not make such payment, the Agent may assume that such Loan Party has the Borrowers have made such payment on such date in accordance herewith and may, in reliance upon such assumption, distribute to the Appropriate Lenders or the Issuing BanksL/C Issuer, as the case may be, the amount due. In such event, if the applicable Loan Party has not in fact made such payment, then each of the Appropriate Lenders or Issuing Banks, as the case may be, severally agrees to repay to the Agent forthwith on demand the amount so distributed to such Lender Party, 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 Agent, at the Overnight Rate. DB1/ 136748921.1136748921.3 -88- With respect to any payment that the Agent makes for the account of any Lender Party the Lenders or the L/C Issuer hereunder as to which the 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 Loan Party has Borrowers have not in fact made such payment; (2) the Agent has made a payment in excess of the amount so paid by the applicable Loan Party Borrowers (whether or not then owed); or (3) the Agent has for any reason otherwise erroneously made such payment; then each of the Lender Parties Lenders or the L/C Issuer, as the case may be, severally agrees to repay to the Agent forthwith on demand the Rescindable Amount so distributed to such Lender Partyor 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 Agent, at the greater of the Federal Funds Rate and a rate determined by the Agent in accordance with banking industry rules on interbank compensation. (iii) A notice of the Agent to any Lender or the applicable Loan Party Lead Borrower with respect to any amount owing under this subsection (cb) shall be conclusive, absent manifest error.. (c) Failure to Satisfy Conditions Precedent. If any Lender makes available to the Agent funds for any Loan to be made by such Lender as provided in the foregoing provisions of this Article II, and such funds are not made available to the Borrowers by the Agent because the conditions to the applicable Credit Extension set forth in Article IV are not satisfied or waived in accordance with the terms hereof (subject to the provisions of the last paragraph of Section 4.02 hereof), the Agent shall promptly return such funds (in like funds as received from such Lender) to such Lender, without interest. (d)