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

Payments by Borrower; Presumptions by Agent. (a) Unless Agent shall have received notice from Borrower prior to the date on which any payment is due to Agent for the account of the Lenders or the Issuing Bank hereunder that Borrower will not make such payment in full, Agent may assume that Borrower has made such payment on such date in accordance herewith and in its sole discretion may, but shall not be obligated to, in reliance upon such assumption, distribute to the Lenders or the Issuing Bank, as the case may be, the amount due on such date. (b) With respect to any payment (whether as a prepayment or repayment of principal, interest, fees or otherwise) that Agent makes for the account of the Lenders or the Issuing Bank hereunder as to which 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) Borrower has not in fact made such payment; (2) Agent has made a payment in excess of the amount so paid by Borrower (whether or not then owed); or (3) Agent has for any reason otherwise erroneously made such payment; then each of the Lenders or the Issuing Bank, as the case may be, severally agrees to repay to Agent forthwith on demand the Rescindable Amount so distributed to such Lender or 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 Agent, at the greater of the Federal Funds Rate and a rate determined by Agent in accordance with banking industry rules on interbank compensation from time to time in effect. A notice of Agent to any Lender or Borrower with respect to any amount owing under this clause (b) shall be conclusive, absent manifest error.

Payments by Borrower; Presumptions by Agent. (a) Unless the Agent shall have received notice from Borrower the Borrowers’ Agent prior to the date on which any payment is due to the Agent for the account of the Lenders any Lender or the Issuing Bank any Letter of Credit Issuer hereunder that any Borrower will not make such payment in fullpayment, the Agent may assume that such Borrower has made such payment on such date in accordance herewith and in its sole discretion may, but shall not be obligated to, in reliance upon such assumption, distribute to the applicable Lenders or the Issuing Bankapplicable Letter of Credit Issuers, as the case may be, the amount due on such date. (b) due. With respect to any payment (whether as a prepayment or repayment of principal, interest, fees or otherwise) that the Agent makes for the account of the Lenders any Lender or the Issuing Bank any Letter of Credit 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) a Borrower has not in fact made such payment; ; (2) the Agent has made a payment in excess of the amount so paid by a Borrower (whether or not then owed); or or (3) the Agent has for any reason otherwise erroneously made such payment; then each of the Lenders or the Issuing Bankapplicable Letter of Credit Issuers, as the case may be, severally agrees to repay to the Agent forthwith on demand the Rescindable Amount so distributed to such Lender or the Issuing Banksuch Letter of Credit 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 from time to time in effectcompensation. A notice of Agent to any Lender or Borrower with respect to any amount owing under this clause (b) shall be conclusive, absent manifest error.114 [[5848018]][[DMS:6312716v7:05/07/2024--04:04 PM]] 4861-2153-1574 v.2

Payments by Borrower; Presumptions by Agent. (a) Unless Agent shall have received notice from Borrower Borrowers prior to the date on which any payment is due to Agent for the account of the Lenders or the any Issuing Bank hereunder that Borrower Borrowers will not make such payment in fullpayment, Agent may assume that Borrower has Borrowers have made such payment on such date in accordance herewith and in its sole discretion may, but shall not be obligated to, in reliance upon such assumption, distribute to the Lenders or the applicable Issuing Bank, as the case may be, the amount due on such datedue. (b) With respect to any payment (whether as a prepayment or repayment of principal, interest, fees or otherwise) that Agent makes for the account of the Lenders or the any Issuing Bank hereunder as to which 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) Borrower has Borrowers have not in fact made such payment; (2) Agent has made a payment in excess of the amount so paid by Borrower Borrowers (whether or not then owed); or (3) Agent has for any reason otherwise erroneously made such payment; then each of the Lenders Lender or the applicable Issuing Bank, as the case may be, severally agrees to repay to Agent forthwith on demand the Rescindable Amount so distributed to such Lender or the 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 Agent, at the greater of the Federal Funds Rate and a rate determined by Agent in accordance with banking industry rules on interbank compensation from time to time in effectcompensation. A notice of Agent to any Lender Lender, any Issuing Bank or Borrower Borrowers with respect to any amount owing under this clause (b) Section 5.5.2 shall be conclusive, absent manifest error.

Payments by Borrower; Presumptions by Agent. (a) Unless the Agent shall have received notice from the Borrower prior to the date on which any payment is due to the Agent for the account of the Lenders or the Issuing Bank L/C Issuer hereunder that the Borrower will not make such payment in fullpayment, the Agent may assume that the Borrower has made such payment on such date in accordance herewith and in its sole discretion may, but shall not be obligated to, in reliance upon such assumption, distribute to the Lenders or the Issuing BankL/C Issuer, as the case may be, the amount due on such date. (b) due. With respect to any payment (whether as a prepayment or repayment of principal, interest, fees or otherwise) that the Agent makes for the account of the Lenders or the Issuing Bank 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 Borrower has not in fact made such payment; (2) the Agent has made a payment in excess of the amount so paid by the Borrower (whether or not then owed); or (3) the Agent has for any reason otherwise erroneously made such payment; then each of the Lenders or the Issuing BankL/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 or the Issuing BankL/C Issuer, in immediately available funds 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 greater of the Federal Funds Rate and a rate determined by the Agent in accordance with banking industry rules on interbank compensation from time to time in effect. A notice of Agent to any Lender or Borrower with respect to any amount owing under this clause (b) shall be conclusive, absent manifest errorcompensation.

Payments by Borrower; Presumptions by Agent. (a) Unless Agent shall have received notice from Borrower prior to the date on which any payment is due to Agent for the account of the Lenders Lenders, the Swing Line Lender or the Issuing Bank L/C Issuer hereunder that Borrower or Qualified Borrower, as the case may be, will not make such payment in fullpayment, Agent may assume that Borrower or Qualified Borrower, as the case may be, has made such payment on such date in accordance herewith and in its sole discretion may, but shall not be obligated to, in reliance upon such assumption, distribute to Lenders, the Lenders Swing Line Lender or the Issuing BankL/C Issuer, as the case may be, the amount due on due. In such date. (b) With respect to any payment (whether as a prepayment event, if Borrower or repayment of principalQualified Borrower, interest, fees or otherwise) that Agent makes for the account of the Lenders or the Issuing Bank hereunder as to which 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) Borrower case may be, has not in fact made such payment; (2) Agent has made a payment in excess of the amount so paid by Borrower (whether or not then owed); or (3) Agent has for any reason otherwise erroneously made such payment; Same Day Funds, then each of Lenders, the Lenders Swing Line Lender or the Issuing BankL/C Issuer, as the case may be, severally agrees to repay to Agent forthwith on demand the Rescindable Amount amount so distributed to such Lender, the Swing Line Lender or the Issuing BankL/C Issuer, in immediately available funds 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 Agent, at the greater of the Federal Funds applicable Overnight Rate and a rate determined by Agent in accordance with banking industry rules on interbank compensation from time to time in effectcompensation. A notice of Agent to any Lender or Borrower or Qualified Borrower, as the case may be, with respect to any amount owing under this clause subsection (b) shall be conclusive, absent manifest error.

Payments by Borrower; Presumptions by Agent. (a) Unless Agent shall have received notice from Borrower prior to the date on which any payment is due to Agent for the account of the Lenders or the Issuing Bank hereunder that Borrower will not make such payment in full, Agent may assume that Borrower has made such payment on such date in accordance herewith and in its sole discretion may, but shall not be obligated to, in reliance upon such assumption, distribute to the Lenders or the Issuing Bank, as the case may be, the amount due on such date. (b) With respect to any payment (whether as a prepayment or repayment of principal, interest, fees or otherwise) that Agent makes for the account of the Lenders or the Issuing Bank hereunder as to which 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) Borrower has not in fact made such payment; ; (2) Agent has made a payment in excess of the amount so paid by Borrower (whether or not then owed); or or (3) Agent has for any reason otherwise erroneously made such payment; then each of the Lenders or the Issuing Bank, as the case may be, severally agrees to repay to Agent forthwith on demand the Rescindable Amount so distributed to such Lender or 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 Agent, at the greater of the Federal Funds Rate and a rate determined by Agent in accordance with banking industry rules on interbank compensation from time to time in effect. A notice of Agent to any Lender or Borrower with respect to any amount owing under this clause (b) shall be conclusive, absent manifest error.