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

Payments by Borrower; Presumptions by Agent. 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, the Swing Line Lender or the L/C Issuer hereunder that Borrower or Qualified Borrower, as the case may be, will not make such payment, Agent may assume that Borrower or Qualified Borrower, as the case may be, has made such payment on such date in accordance herewith and may, in reliance upon such assumption, distribute to Lenders, the Swing Line Lender or the L/C Issuer, as the case may be, the amount due. In such event, if Borrower or Qualified Borrower, as the case may be, has not in fact made such payment in Same Day Funds, then each of Lenders, the Swing Line Lender or the L/C Issuer, as the case may be, severally agrees to repay to Agent forthwith on demand the amount so distributed to such Lender, the Swing Line 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 Agent, at the greater of the applicable Overnight Rate and a rate determined by Agent in accordance with banking industry rules on interbank compensation. 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 subsection (b) shall be conclusive, absent manifest error.

Payments by Borrower; Presumptions by Agent. Unless the Agent shall have received notice from the Borrower prior to the date on time at which any payment is due to the Agent for the account accounts of the Lenders, the Swing Line Lender or the L/C Issuer Lenders hereunder that the Borrower or Qualified Borrower, as the case may be, will not make such payment, the Agent may assume that the Borrower or Qualified Borrower, as the case may be, has made such payment on such date in accordance herewith and may, in reliance upon such assumption, distribute to Lenders, the Swing Line Lender or the L/C Issuer, as the case may be, Lenders the amount due. In With respect to any payment that the Agent makes for the account of any Lender hereunder as to which the Agent determines (which determination shall be conclusive absent manifest error) that any of the following applies (such event, if Borrower or Qualified Borrower, payment referred to as the case may be, “Rescindable Amount”): (1) the Borrower has not in fact made such payment; (2) the Agent has made a payment in Same Day Funds, 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 Lenders, the Swing Line Lender or the L/C Issuer, as the case may be, Lenders severally agrees to repay to the Agent forthwith on demand the amount Rescindable Amount so distributed to such Lender, the Swing Line 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 Agent, at the greater of the applicable Overnight 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 Borrower or Qualified Borrower, as the case may be, with respect to any amount owing under this subsection (b) Section 4.6 shall be conclusive, absent manifest error.

Payments by Borrower; Presumptions by Agent. 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, the Swing Line Lender Lenders or the L/C Issuer hereunder that the Borrower or Qualified Borrower, as the case may be, will not make such payment, the Agent may assume that the Borrower or Qualified Borrower, as the case may be, has made such payment on such date in accordance herewith and may, in reliance upon such assumption, distribute to Lenders, the Swing Line Lender Lenders or the L/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 Borrower or Qualified Borrower, payment referred to as the case may be, “Rescindable Amount”) : (1) the Borrower has not in fact made such payment; (2) the Agent has made a payment in Same Day Funds, 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 Lenders, the Swing Line Lender Lenders or the 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, the Swing Line 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 Agent, at the greater of the applicable Overnight Federal Funds Rate and a rate determined by the Agent in accordance with banking industry rules on interbank compensation. 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 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, the Swing Line Lender Lenders or the L/C Issuer Issuing Bank hereunder that Borrower or Qualified Borrower, as the case may be, will not make such paymentpayment in full, 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 Swing Line Lender Lenders or the L/C IssuerIssuing Bank, as the case may be, the amount duedue on such date. In (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 event, if Borrower or Qualified Borrower, payment referred to as the case may be, “Rescindable Amount”): (1) Borrower has not in fact made such payment; (2) Agent has made a payment in Same Day Funds, 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 Lenders, the Swing Line Lender Lenders or the L/C IssuerIssuing Bank, as the case may be, severally agrees to repay to Agent forthwith on demand the amount Rescindable Amount so distributed to such Lender, the Swing Line Lender or the L/C IssuerIssuing Bank, 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 Agent, at the greater of the applicable Overnight Federal Funds Rate and a rate determined by Agent in accordance with banking industry rules on interbank compensationcompensation from time to time in effect. 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 subsection clause (b) shall be conclusive, absent manifest error.. 5.6

Payments by Borrower; Presumptions by Agent. 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, the Swing Line any Lender or the L/C any Letter of Credit Issuer hereunder that any Borrower or Qualified Borrower, as the case may be, will not make such payment, the Agent may assume that such Borrower or Qualified Borrower, as the case may be, has made such payment on such date in accordance herewith and may, in reliance upon such assumption, distribute to Lenders, the Swing Line Lender applicable Lenders or the L/C Issuerapplicable Letter of Credit Issuers, as the case may be, the amount due. In With respect to any payment that the Agent makes for the account of any Lender or 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 event, if Borrower or Qualified Borrower, payment referred to as the case may be, “Rescindable Amount”): (1) a Borrower has not in fact made such payment; (2) the Agent has made a payment in Same Day Funds, excess of the amount so paid by a Borrower (whether or not then owed); or (3) the Agent has for any reason otherwise erroneously made such payment; then each of Lenders, the Swing Line Lender Lenders or the L/C Issuerapplicable Letter of Credit Issuers, as the case may be, severally agrees to repay to the Agent forthwith on demand the amount Rescindable Amount so distributed to such Lender, the Swing Line Lender or the L/C such Letter of Credit 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 Agent, at the greater of the applicable Overnight Federal Funds Rate and a rate determined by the Agent in accordance with banking industry rules on interbank compensation. 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 subsection (b) shall be conclusive, absent manifest error.114 [[5848018]][[DMS:6312716v7:05/07/2024--04:04 PM]] 4861-2153-1574 v.2