Payments by Borrowers; Presumptions by Administrative Agent. Unless the Administrative Agent shall have received notice from 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 L/C-BA Issuer hereunder that the Borrowers will not make such payment, the Administrative Agent may assume that 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 L/C-BA Issuer, as the case may be, the amount due. In such event, if the Borrowers have not in fact made such payment, then each of the Appropriate Lenders or the L/C-BA 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-BA 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. A notice of the Administrative Agent to any Lender or the Borrowers with respect to any amount owing to the Administrative Agent under this subsection (b) shall be conclusive, absent manifest error.
Appears in 5 contracts
Samples: Credit Agreement (World Fuel Services Corp), Credit Agreement (World Fuel Services Corp), Credit Agreement (World Fuel Services Corp)
Payments by Borrowers; Presumptions by Administrative Agent. Unless the Administrative Agent shall have received notice from the Borrowing Agent any Borrower prior to the date on time at which any payment is due to the Administrative Agent for the account of the Lenders or the any L/C-BA C Issuer hereunder that the Borrowers such Borrower will not make such payment, the Administrative Agent may assume that the Borrowers have such Borrower has made such payment on such date in accordance herewith and may, in reliance upon such assumption, distribute to the Appropriate Lenders or the such L/C-BA C Issuer, as the case may be, the amount due. In such event, if the Borrowers have such Borrower has not in fact made such payment, then each of the Appropriate Lenders or the such L/C-BA 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 such L/C-BA 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. A notice of the Administrative Agent to any Lender or the Borrowers any Borrower with respect to any amount owing to the Administrative Agent under this subsection clause (b) shall be conclusive, absent manifest error.
Appears in 4 contracts
Samples: Credit Agreement (MGM Resorts International), Credit Agreement (MGM Resorts International), Credit Agreement (MGM Resorts International)
Payments by Borrowers; Presumptions by Administrative Agent. Unless the Administrative Agent shall have received notice from the Borrowing Agent Borrowers prior to the date on which any payment is due to the Administrative Agent for the account of the Lenders or the an L/C-BA C Issuer hereunder that the Borrowers will not make such payment, the Administrative Agent may assume that 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 such L/C-BA C Issuer, as the case may be, the amount due. In such event, if the Borrowers have not in fact made such payment, then each of the Appropriate Lenders or the applicable L/C-BA 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 such L/C-BA 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 a rate per annum equal to: (i) from the date the distribution was made to the date 2 Business Days after payment by such Lender is due hereunder, (x) if such scheduled payment was to be made in U.S. 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. A notice of compensation and (y) if such scheduled payment was to be made in Canadian Dollars, the Administrative Agent to any CDOR Rate for each such day and (ii) from the date 2 Business Days after the date such payment is due from such Lender or the Borrowers with respect to any amount owing to the Administrative Agent under this subsection date such payment is made by such Lender, (bx) shall if such scheduled payment was to be conclusivemade in U.S. Dollars, absent manifest errorthe Base Rate in effect for each such day and (y) if such scheduled payment was to be made in Canadian Dollars, the Canadian Prime Rate in effect for each such day.
Appears in 4 contracts
Samples: Credit Agreement (Delek Logistics Partners, LP), Credit Agreement (Delek Logistics Partners, LP), Credit Agreement (Delek US Holdings, Inc.)
Payments by Borrowers; Presumptions by Administrative Agent. Unless the Administrative Agent shall have received notice from the Borrowing Agent 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-BA Issuer C Issuers hereunder that the Borrowers will not make such payment, the Administrative Agent may assume that the Borrowers have has made such payment on such date in accordance herewith and may, in reliance upon such assumption, distribute to the Appropriate Lenders or the applicable L/C-BA C Issuer, as the case may be, the amount due. In such event, if the Borrowers have not in fact made such payment, then each of the Appropriate Lenders or the applicable L/C-BA 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 such L/C-BA 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. A notice of by the Administrative Agent to any Lender or the Borrowers with respect to any amount owing to the Administrative Agent under this subsection (b) shall be conclusive, absent manifest error.
Appears in 4 contracts
Samples: Senior Secured Credit Agreement (Aimco Properties L.P.), Senior Secured Credit Agreement (Aimco Properties L.P.), Senior Secured Credit Agreement (Aimco Properties L.P.)
Payments by Borrowers; Presumptions by Administrative Agent. Unless the Administrative Agent shall have received notice from the Borrowing Agent 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-BA C Issuer hereunder that the Borrowers will not make such payment, the Administrative Agent may assume that 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 L/C-BA C Issuer, as the case may be, the amount due. In such event, if the Borrowers have not in fact made such payment, then each of the Appropriate Lenders or the L/C-BA 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-BA 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. A notice of the Administrative Agent to any Lender or the Borrowers with respect to any amount owing to the Administrative Agent under this subsection (b) shall be conclusive, absent manifest error.
Appears in 4 contracts
Samples: Credit Agreement (Forward Air Corp), Credit Agreement (Standex International Corp/De/), Credit Agreement (Forward Air Corp)
Payments by Borrowers; Presumptions by Administrative Agent. Unless the Administrative Agent shall have received notice from the Borrowing Agent applicable Borrower (or the Borrower Representative) 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-BA C Issuer hereunder that the Borrowers such Borrower will not make such payment, the Administrative Agent may assume that the Borrowers have such Borrower has made such payment on such date in accordance herewith and may, in reliance upon such assumption, distribute to the Appropriate Lenders or the L/C-BA C Issuer, as the case may be, the amount due. In such event, if the Borrowers have such Borrower has not in fact made such payment, then each of the Appropriate Lenders or the L/C-BA 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-BA 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. A notice of the Administrative Agent to any Lender or the Borrowers Borrower Representative with respect to any amount owing to the Administrative Agent under this subsection (b) shall be conclusive, absent manifest error.
Appears in 4 contracts
Samples: Credit Agreement (American Midstream Partners, LP), Credit Agreement (American Midstream Partners, LP), Credit Agreement
Payments by Borrowers; Presumptions by Administrative Agent. Unless the Administrative Agent shall have received notice from the Borrowing Agent Revolving Borrower (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 L/C-BA C Issuer hereunder that the Borrowers such Borrower will not make such payment, the Administrative Agent may assume that the Borrowers have such Borrower has made such payment on such date in accordance herewith and may, in reliance upon such assumption, distribute to the Appropriate Lenders or the L/C-BA C Issuer, as the case may be, the amount due. In such event, if the Borrowers have such Borrower has not in fact made such payment, then each of the Appropriate Lenders or the L/C-BA 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-BA 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. A notice of the Administrative Agent to any Lender or the Borrowers Borrower with respect to any amount owing to the Administrative Agent under this subsection (b) shall be conclusive, absent manifest error.
Appears in 4 contracts
Samples: Credit Agreement (Carmax Inc), Credit Agreement (Carmax Inc), Credit Agreement (Carmax Inc)
Payments by Borrowers; Presumptions by Administrative Agent. Unless the Administrative Agent shall have received notice from the Borrowing Agent 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-BA C Issuer hereunder that the Borrowers will not make such payment, the Administrative Agent may assume that 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 L/C-BA C Issuer, as the case may be, the amount due. In such event, if the Borrowers have not in fact made such payment, then each of the Appropriate Lenders or the L/C-BA 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-BA 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. A notice of the Administrative Agent to any Lender or the Borrowers Lead Borrower with respect to any amount owing to the Administrative Agent under this subsection (b) shall be conclusive, absent manifest error.
Appears in 4 contracts
Samples: Credit Agreement (Novanta Inc), Credit Agreement (Novanta Inc), Credit Agreement (Novanta Inc)
Payments by Borrowers; Presumptions by Administrative Agent. Unless the Administrative Agent shall have received notice from the Borrowing Borrower Agent prior to the date on which any payment is due to the Administrative Agent for the account of the Lenders or the L/C-BA Issuer C Issuers hereunder that the Borrowers will not make such payment, the Administrative Agent may assume that 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 L/C-BA C Issuer, as the case may be, the amount due. In such event, if the Borrowers have not in fact made such payment, then each of the Appropriate Lenders or the applicable L/C-BA 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 applicable L/C-BA 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. A notice of the Administrative Agent to any Lender or the Borrowers Borrower Agent with respect to any amount owing to the Administrative Agent under this subsection (b) shall be conclusive, absent manifest error.
Appears in 3 contracts
Samples: Credit Agreement (Pacer International Inc), Credit Agreement (Pacer International Inc), Credit Agreement (Pacer International Inc)
Payments by Borrowers; Presumptions by Administrative Agent. Unless the Administrative Agent shall have received notice from the Borrowing Agent Company (on its own behalf or on behalf of 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-BA C Issuer hereunder that the Borrowers such Borrower will not make such payment, the Administrative Agent may assume that the Borrowers have such Borrower has made such payment on such date in accordance herewith and maymay (but shall be under no obligation to), in reliance upon such assumption, distribute to the Appropriate Lenders or the such L/C-BA C Issuer, as the case may be, the amount due. In such event, if .
(1) the Borrowers have 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 Appropriate Lenders or the applicable L/C-BA IssuerC Issuers, as the case may be, severally agrees to repay to the Administrative Agent forthwith on demand the amount Rescindable Amount so distributed to such Lender or the such L/C-BA 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. A notice of the Administrative Agent to any Lender or the Borrowers any Borrower with respect to any amount owing to the Administrative Agent under this subsection (b) shall be conclusive, absent manifest error.
Appears in 3 contracts
Samples: Credit Agreement (Sonic Automotive Inc), Credit Agreement (Sonic Automotive Inc), Credit Agreement (Sonic Automotive Inc)
Payments by Borrowers; Presumptions by Administrative Agent. Unless the Administrative Agent shall have received notice from the Borrowing Agent Borrowers 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-BA C Issuer hereunder that the Borrowers will not make such payment, the Administrative Agent may assume that 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 L/C-BA C Issuer, as the case may be, the amount due. In 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 event, if payment referred to as the “Rescindable Amount”): (1) the Borrowers have not in fact made such payment, ; (2) the Administrative Agent has made a payment in excess of the amount so paid by the Borrowers (whether or not then owed); or (3) the Administrative Agent has for any reason otherwise erroneously made such payment; then each of the Appropriate Lenders or the applicable L/C-BA C Issuer, as the case may be, severally agrees to repay to the Administrative Agent forthwith on demand the amount Rescindable Amount so distributed to such Lender or the such L/C-BA 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 Administrative Agent, at the greater of the Federal Funds Overnight 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 the Borrowers with respect to any amount owing to the Administrative Agent under this subsection (b) shall be conclusive, absent manifest error.
Appears in 3 contracts
Samples: Credit Agreement (Global Partners Lp), Credit Agreement (Global Partners Lp), Credit Agreement (Global Partners Lp)
Payments by Borrowers; Presumptions by Administrative Agent. Unless the Administrative Agent shall have received notice from the Borrowing Agent 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-BA C Issuer hereunder that the Borrowers such Borrower will not make such payment, the Administrative Agent may assume that the Borrowers have such Borrower has made such payment on such date in accordance herewith and may, in reliance upon such assumption, distribute to the Appropriate Lenders or the such L/C-BA C Issuer, as the case may be, the amount due. In such event, if the Borrowers have such Borrower has not in fact made such payment, then each of the Appropriate Lenders or the applicable L/C-BA 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 such L/C-BA 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. A notice of the Administrative Agent to any Lender or the Borrowers any Borrower with respect to any amount owing to the Administrative Agent under this subsection (b) shall be conclusive, absent manifest error.
Appears in 3 contracts
Samples: Credit Agreement (Asbury Automotive Group Inc), Credit Agreement (Asbury Automotive Group Inc), Credit Agreement (Asbury Automotive Group Inc)
Payments by Borrowers; Presumptions by Administrative Agent. Unless the Administrative Agent shall have received notice from the Borrowing Agent applicable 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-BA C Issuer hereunder that the Borrowers applicable Borrower will not make such payment, the Administrative Agent may assume that the Borrowers have such Borrower has made such payment on such date in accordance herewith and may, in reliance upon such assumption, distribute to the Appropriate Lenders or the L/C-BA C Issuer, as the case may be, the amount due. In such event, if the Borrowers have such Borrower has not in fact made such payment, then each of the Appropriate Lenders or the L/C-BA 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-BA 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. A notice of the Administrative Agent to any Lender or the Borrowers applicable Borrower with respect to any amount owing to the Administrative Agent under this subsection (b) shall be conclusive, absent manifest error.
Appears in 3 contracts
Samples: Credit Agreement (Western Digital Corp), Credit Agreement (Western Digital Corp), Credit Agreement (Western Digital Corp)
Payments by Borrowers; Presumptions by Administrative Agent. Unless the Administrative Agent shall have received notice from the Borrowing Agent 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-BA C Issuer hereunder that the Borrowers will not make such payment, the Administrative Agent may assume that 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 L/C-BA C Issuer, as the case may be, the amount due. In 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 event, if payment referred to as the “Rescindable Amount”): (1) the Borrowers have not in fact made such payment, ; (2) the Administrative Agent has made a payment in excess of the amount so paid by the Borrowers (whether or not then owed); or (3) the Administrative agent has for any reason otherwise erroneously made such payment; then each of the Appropriate Lenders or the applicable L/C-BA C Issuer, as the case may be, severally agrees to repay to the Administrative Agent forthwith on demand the amount Rescindable Amount so distributed to such Lender or the such L/C-BA 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. A notice of the Administrative Agent to any Lender or the Borrowers any Borrower with respect to any amount owing to the Administrative Agent under this subsection (b) shall be conclusive, absent manifest error.
Appears in 3 contracts
Samples: Credit Agreement (Benchmark Electronics Inc), Credit Agreement (Benchmark Electronics Inc), Credit Agreement (Benchmark Electronics Inc)
Payments by Borrowers; Presumptions by Administrative Agent. Unless the Administrative Agent shall have received notice from the Borrowing Agent 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-BA C Issuer hereunder that the Borrowers such Borrower will not make such payment, the Administrative Agent may assume that the Borrowers have such Borrower has made such payment on such date in accordance herewith and may, in reliance upon such assumption, distribute to the Appropriate Lenders or the L/C-BA C Issuer, as the case may be, the amount due. In such event, if the Borrowers have such Borrower has not in fact made such payment, then each of the Appropriate Lenders or the L/C-BA 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-BA 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. A notice of the Administrative Agent to any Lender or the Borrowers Borrower with respect to any amount owing to the Administrative Agent under this subsection (b) shall be conclusive, absent manifest error.
Appears in 3 contracts
Samples: Credit Agreement (Tile Shop Holdings, Inc.), Credit Agreement (Tile Shop Holdings, Inc.), Credit Agreement (Tile Shop Holdings, Inc.)
Payments by Borrowers; Presumptions by Administrative Agent. Unless the Administrative Agent shall have received notice from the Borrowing Agent 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-BA C Issuer hereunder that the Borrowers such Borrower will not make such payment, the Administrative Agent may assume that the Borrowers have such Borrower has made such payment on such date in accordance herewith and may, in reliance upon such assumption, distribute to the Appropriate Revolving Credit Lenders, the Term Loan Lenders or the L/C-BA C Issuer, as the case may be, the amount due. In such event, if .
(1) the Borrowers have 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 Appropriate Revolving Credit Lenders, the Term Loan Lenders or the L/C-BA C Issuer, as the case may be, severally agrees to repay to the Administrative Agent forthwith on demand the amount Rescindable Amount so distributed to such Lender or the L/C-BA 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 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 the Borrowers Borrower with respect to any amount owing to the Administrative Agent under this subsection (b) shall be conclusive, absent manifest error.
Appears in 3 contracts
Samples: Credit Agreement (Tetra Tech Inc), Credit Agreement (Tetra Tech Inc), Credit Agreement (Tetra Tech Inc)
Payments by Borrowers; Presumptions by Administrative Agent. Unless the Administrative Agent shall have received notice from the Borrowing Agent 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-BA C Issuer hereunder that the Borrowers such Borrower will not make such payment, the Administrative Agent may assume that the Borrowers have such Borrower has made such payment on such date in accordance herewith and may, in reliance upon such assumption, distribute to the Appropriate Lenders or the L/C-BA C Issuer, as the case may be, the amount due. In such event, if the Borrowers have .
(1) a Borrower has not in fact made such payment, ; (2) the Administrative Agent has made a payment in excess of the amount so paid by a Borrower (whether or not then owed); or (3) the Administrative agent has for any reason otherwise erroneously made such payment; then each of the Appropriate Lenders or the L/C-BA C Issuer, as the case may be, severally agrees to repay to the Administrative Agent forthwith on demand the amount Rescindable Amount so distributed to such Lender or the L/C-BA 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. A notice of the Administrative Agent to any Lender or the Borrowers a Borrower with respect to any amount owing to the Administrative Agent under this subsection clause (b) shall be conclusive, absent manifest error.
Appears in 3 contracts
Samples: Credit Agreement (WEX Inc.), Credit Agreement (WEX Inc.), Restatement Agreement (WEX Inc.)
Payments by Borrowers; Presumptions by Administrative Agent. Unless the Administrative Agent shall have received notice from the Borrowing Agent a Borrower prior to the date on which any payment is due to the Administrative Agent for the account of the Lenders or the an L/C-BA C Issuer hereunder that the Borrowers such Borrower will not make such payment, the Administrative Agent may assume that the Borrowers have such Borrower has made such payment on such date in accordance herewith and maymay (but shall not be required to), in reliance upon such assumption, distribute to the Appropriate Lenders or the applicable L/C-BA C Issuer, as the case may be, the amount due. In With respect to any payment that Administrative Agent makes to any Lender, L/C Issuer or other Secured Party as to which Administrative Agent determines (in its sole and absolute discretion) that any of the following applies (such event, if payment referred to as the Borrowers have “Rescindable Amount”):
(1) a Borrower has not in fact made the corresponding payment to Administrative Agent;
(2) Administrative Agent has made a payment in excess of the amount(s) received by it from a Borrower either individually or in the aggregate (whether or not then owed); or (3) Administrative Agent has for any reason otherwise erroneously made such payment, ; then each of the Appropriate Lenders or the L/C-BA Issuer, as the case may be, Secured Parties severally agrees to repay to the Administrative Agent forthwith on demand the amount Rescindable Amount so distributed to such Lender or the L/C-BA IssuerSecured 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 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 compensationOvernight Rate. A notice of the Administrative Agent to any Lender or the Borrowers either Borrower with respect to any amount owing to the Administrative Agent under this subsection (ba) shall be conclusive, absent manifest error.
Appears in 3 contracts
Samples: Amendment No. 5 to Amended and Restated Credit Agreement (USD Partners LP), Credit Agreement (USD Partners LP), Master Assignment, Assignment of Liens, and Amendment No. 1 to Amended and Restated Credit Agreement (USD Partners LP)
Payments by Borrowers; Presumptions by Administrative Agent. Unless the Administrative Agent shall have received notice from the Borrowing Agent any 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-BA C Issuer hereunder that the Borrowers such Borrower will not make such payment, the Administrative Agent may assume that the Borrowers have such Borrower has made such payment on such date in accordance herewith and may, in reliance upon such assumption, distribute to the Appropriate Lenders or the such L/C-BA C Issuer, as the case may be, the amount due. In such event, if the Borrowers have .
(1) a 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 Borrowers (whether or not then owed) or (3) the Administrative Agent for any reason otherwise erroneously made such payment, then each of the Appropriate Lenders or the such L/C-BA C Issuer, as the case may be, severally agrees to repay to the Administrative Agent forthwith on demand the amount Rescindable Amount so distributed to such Lender or the such L/C-BA 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. A notice of the Administrative Agent to any Lender or the Borrowers any Borrower with respect to any amount owing to the Administrative Agent under this subsection clause (b) shall be conclusive, absent manifest error.
Appears in 3 contracts
Samples: Credit Agreement (MGM Resorts International), Credit Agreement (MGM Resorts International), Credit Agreement
Payments by Borrowers; Presumptions by Administrative Agent. Unless the Administrative Agent shall have received notice from the Borrowing Agent a Borrower prior to the date on time at which any payment is due to the Administrative Agent for the account of the Revolving Credit Lenders or the L/C-BA Issuer C Issuers hereunder that the Borrowers such Borrower will not make such payment, the Administrative Agent may assume that the Borrowers have such Borrower has made such payment on such date in accordance herewith and may, in reliance upon such assumption, distribute to the Appropriate Lenders or the L/C-BA C Issuer, as the case may be, the amount due. In such event, if the Borrowers have applicable Borrower has not in fact made such payment, then each of the Appropriate Lenders or the applicable L/C-BA C Issuer, as the case may be, severally agrees to repay to the Administrative Agent forthwith on demand the amount so distributed to such Revolving Credit Lender or the such L/C-BA 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 Overnight 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 Revolving Credit Lender or the Borrowers any Borrower with respect to any amount owing to the Administrative Agent under this subsection (b) shall be conclusive, absent manifest error.
Appears in 3 contracts
Samples: Credit Agreement (Masonite International Corp), Credit Agreement (Masonite International Corp), Credit Agreement (Masonite International Corp)
Payments by Borrowers; Presumptions by Administrative Agent. Unless the Administrative Agent shall have received notice from the Borrowing Agent prior With respect to the date on which any payment that is due to the Administrative Agent for the account of the Lenders or the L/C-BA Issuer hereunder that the Borrowers will not make such paymentC Issuers hereunder, the Administrative Agent may assume that the Borrowers have made such the payment on such the date in accordance herewith that the payment is due and may, in reliance upon such assumption, distribute to the Appropriate Lenders or the L/C-BA IssuerC Issuers, as the case may be, the amount due. In With respect to any payment that the Administrative Agent makes for the account of the Lenders or the L/C Issuers hereunder as to which the Administrative Agent determines (which determination shall be conclusive absent manifest error) that any of the following applies (such event, if payment referred to as the “Rescindable Amount”): (1) the Borrowers have not in fact made such payment, ; (2) the Administrative Agent has made a payment in excess of the amount so paid by the Borrowers (whether or not then owed); or (3) the Administrative Agent has for any reason otherwise erroneously made such payment; then each of the Appropriate Lenders or the L/C-BA IssuerC Issuers, as the case may be, severally agrees to repay to the Administrative Agent forthwith on demand the amount Rescindable Amount so distributed to such Lender or the L/C-BA IssuerC Issuers, 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. A notice of the Administrative Agent to any Lender or the Borrowers with respect to any amount owing to the Administrative Agent under this subsection (b) shall be conclusive, absent manifest error.
Appears in 3 contracts
Samples: Specified Acquisition Loan Joinder (Casella Waste Systems Inc), Credit Agreement (Casella Waste Systems Inc), Credit Agreement (Casella Waste Systems Inc)
Payments by Borrowers; Presumptions by Administrative Agent. Unless the Administrative Agent shall have received notice from the Borrowing Agent 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-BA C Issuer hereunder that the Borrowers will not make such payment, the Administrative Agent may assume that 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 L/C-BA C Issuer, as the case may be, the amount due. In such event, if the Borrowers have not in fact made such payment, then each of the Appropriate applicable Lenders or the L/C-BA 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-BA 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 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 the Borrowers Borrower Representative with respect to any amount owing to the Administrative Agent under this subsection (b) shall be conclusive, absent manifest error.
Appears in 2 contracts
Samples: Credit Agreement (Enpro Industries, Inc), Credit Agreement (Enpro Industries, Inc)
Payments by Borrowers; Presumptions by Administrative Agent. Unless the Administrative Agent shall have received notice from the Borrowing Borrower Agent 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-BA C Issuer hereunder that the Borrowers will not make such payment, the Administrative Agent may assume that 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 L/C-BA C Issuer, as the case may be, the amount due. In such event, if the Borrowers have not in fact made such payment, then each of the Appropriate Lenders or the L/C-BA 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-BA 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. A notice of the Administrative Agent to any Lender or the Borrowers any Borrower with respect to any amount owing to the Administrative Agent under this subsection (b) shall be conclusive, absent manifest error.
Appears in 2 contracts
Samples: Credit Agreement (Tidewater Inc), Credit Agreement (Tidewater Inc)
Payments by Borrowers; Presumptions by Administrative Agent. Unless the Administrative Agent shall have received notice from the Borrowing Agent 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-BA C Issuer hereunder that the Borrowers such Borrower will not make such payment, the Administrative Agent may assume that the Borrowers have such Borrower has made such payment on such date in accordance herewith and may, in reliance upon such assumption, distribute to the Appropriate Lenders or the applicable L/C-BA IssuerC Issuers, as the case may be, the amount due. In such event, if .
(1) the Borrowers have 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 Appropriate Lenders or the applicable L/C-BA IssuerC Issuers, as the case may be, severally agrees to repay to the Administrative Agent forthwith on demand the amount Rescindable Amount so distributed to such Lender or the such L/C-BA 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 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 the Borrowers Borrower with respect to any amount owing to the Administrative Agent under this subsection (b) shall be conclusive, absent manifest error.
Appears in 2 contracts
Samples: Credit Agreement (Plains Gp Holdings Lp), Credit Agreement (Plains All American Pipeline Lp)
Payments by Borrowers; Presumptions by Administrative Agent. Unless the Administrative Agent shall have received notice from the Borrowing Agent 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-BA C Issuer hereunder that the Borrowers such Borrower will not make such payment, the Administrative Agent may assume that the Borrowers have such Borrower has made such payment on such date in accordance herewith and may, in reliance upon such assumption, distribute to the Appropriate Lenders or the L/C-BA C Issuer, as the case may be, the amount due. In 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 event, if payment referred to as the Borrowers have “Rescindable Amount”) :
(1) such 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 Appropriate Lenders or the L/C-BA C Issuer, as the case may be, severally agrees to repay to the Administrative Agent forthwith on demand the amount Rescindable Amount so distributed to such Lender or the L/C-BA 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. A notice of the Administrative Agent to any Lender or the Borrowers Company with respect to any amount owing to the Administrative Agent under this subsection clause (b) shall be conclusive, absent manifest error.
Appears in 2 contracts
Samples: Credit Agreement (Hain Celestial Group Inc), Credit Agreement (Hain Celestial Group Inc)
Payments by Borrowers; Presumptions by Administrative Agent. Unless the Administrative Agent shall have received notice from the Borrowing Agent 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-BA C Issuer hereunder that the Borrowers will not make such payment, the Administrative Agent may assume that 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 L/C-BA C Issuer, as the case may be, the amount due. In such event, if the Borrowers have not in fact made such payment, then each of the Appropriate Lenders or the L/C-BA 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-BA 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 Administrative Agent, at the greater of the Federal Funds Overnight 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 the Borrowers with respect to any amount owing to the Administrative Agent under this subsection (b) shall be conclusive, absent manifest error.
Appears in 2 contracts
Samples: Credit Agreement (Fortress Investment Group LLC), Credit Agreement (Fortress Investment Group Holdings LLC)
Payments by Borrowers; Presumptions by Administrative Agent. Unless the Administrative Agent shall have received notice from the Borrowing Agent Parent Borrower 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-BA Issuer Issuing Lender hereunder that the Borrowers will not make such payment, the Administrative Agent may assume that the Borrowers have made such payment on such date in accordance herewith and may, in reliance upon such assumption, distribute to the Appropriate appropriate Lenders or the L/C-BA IssuerIssuing Lender, as the case may be, the amount due. In such event, if the Borrowers have not in fact made such payment, then each of the Appropriate appropriate Lenders or the L/C-BA IssuerIssuing Lender, 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-BA IssuerIssuing 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, 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 the Borrowers with respect to any amount owing to the Administrative Agent under this subsection (b) shall be conclusive, absent manifest error.
Appears in 2 contracts
Samples: Amendment Agreement (Aci Worldwide, Inc.), Credit Agreement (Aci Worldwide, Inc.)
Payments by Borrowers; Presumptions by Administrative Agent. Unless the Administrative Agent shall have received notice from the Borrowing Agent 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-BA Issuer Issuing Lender hereunder that the Borrowers will not make such payment, the Administrative Agent may assume that 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 L/C-BA IssuerIssuing Lender, as the case may be, the amount due. In such event, if the Borrowers have such Borrower has not in fact made such payment, then each of the Appropriate Lenders or the L/C-BA IssuerIssuing Lender, 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-BA IssuerIssuing 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, at the greater of Overnight Rate. Each Lender or Issuing Lender making the Federal Funds Rate and a rate determined by payment to the Administrative Agent described in accordance with banking industry rules the preceding sentence shall be entitled to all interest accrued on interbank compensationthe amounts owed by the Borrowers related thereto at the applicable interest rate set forth in this Agreement. A notice of the Administrative Agent to any Lender or the Borrowers Company with respect to any amount owing to the Administrative Agent under this subsection subsections (a) and (b) of this Section shall be conclusive, absent manifest error.
Appears in 2 contracts
Samples: Credit Agreement (Checkpoint Systems Inc), Credit Agreement (Checkpoint Systems Inc)
Payments by Borrowers; Presumptions by Administrative Agent. Unless the Administrative Agent shall have received notice from the Borrowing Agent 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-BA C Issuer hereunder that the Borrowers such Borrower will not make such payment, the Administrative Agent may assume that the Borrowers have such Borrower has made such payment on such date in accordance herewith and may, in reliance upon such assumption, distribute to the Appropriate Lenders or the such L/C-BA C Issuer, as the case may be, the amount due. In 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 event, if payment referred to as the Borrowers have “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 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 Appropriate Lenders or the applicable L/C-BA C Issuer, as the case may be, severally agrees to repay to the Administrative Agent forthwith on demand the amount Rescindable Amount so distributed to such Lender or the such L/C-BA 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 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 compensationOvernight Rate. A notice of the Administrative Agent to any Lender or the Borrowers Borrower with respect to any amount owing to the Administrative Agent under this subsection clause (b) shall be conclusive, absent manifest error.
Appears in 2 contracts
Samples: Credit Agreement (Celestica Inc), Credit Agreement (Celestica Inc)
Payments by Borrowers; Presumptions by Administrative Agent. Unless the Administrative Agent shall have received notice from the Borrowing Agent Company on behalf of a Borrower 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-BA C Issuer hereunder that the Borrowers such Borrower will not make such payment, the Administrative Agent may assume that the Borrowers have such Borrower has made such payment on such date in accordance herewith and may, in reliance upon such assumption, distribute to the Appropriate Lenders or the L/C-BA C Issuer, as the case may be, the amount due. In such event, if the Borrowers have such Borrower has not in fact made such payment, then each of the Appropriate Lenders or the L/C-BA 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-BA 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 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 Lender, the Company or the Borrowers any Borrower with respect to any amount owing to the Administrative Agent under this subsection (b) shall be conclusive, absent manifest error.
Appears in 2 contracts
Samples: Credit Agreement (W P Carey & Co LLC), Credit Agreement (W P Carey & Co LLC)
Payments by Borrowers; Presumptions by Administrative Agent. Unless the Administrative Agent shall have received notice from the Borrowing Agent 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-BA C Issuer hereunder that the Borrowers such Borrower will not make such payment, the Administrative Agent may assume that the Borrowers have such Borrower has made such payment on such date in accordance herewith and may, in reliance upon such assumption, distribute to the Appropriate Lenders or the L/C-BA C Issuer, as the case may be, the amount due. In such event, if the Borrowers have such Borrower has not in fact made such payment, then each of the Appropriate Lenders or the L/C-BA 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-BA 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 Administrative Agent, at the greater of Overnight Rate. Any such payment by any Lender or the Federal Funds Rate and a rate determined by the Administrative Agent in accordance with banking industry rules on interbank compensationL/C Issuer shall be without prejudice to any claim it may have against any Borrower for failure to make such payment. A notice of the Administrative Agent to any Lender or the Borrowers Borrower with respect to any amount owing to the Administrative Agent under this subsection clause (b) shall be conclusive, absent manifest error.
Appears in 2 contracts
Samples: Credit Agreement (Monster Worldwide, Inc.), Credit Agreement (Monster Worldwide, Inc.)
Payments by Borrowers; Presumptions by Administrative Agent. Unless the Administrative Agent shall have received notice from the Borrowing Agent 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-BA C Issuer hereunder that the Borrowers will not make such payment, the Administrative Agent may assume that 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 L/C-BA C Issuer, as the case may be, the amount due. In 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 event, if payment referred to as the “Rescindable Amount”) : (1) the Borrowers have not in fact made such payment, ; (2) the Administrative Agent has made a payment in excess of the amount so paid by the Borrowers (whether or not then owed); or (3) the Administrative agent has for any reason otherwise erroneously made such payment; then each of the Appropriate Lenders or the L/C-BA C Issuer, as the case may be, severally agrees to repay to the Administrative Agent forthwith on demand the amount Rescindable Amount so distributed to such Lender or the L/C-BA 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. A notice of the Administrative Agent to any Lender or the Borrowers with respect to any amount owing to the Administrative Agent under this subsection clause (b) shall be conclusive, absent manifest error.
Appears in 2 contracts
Samples: Credit Agreement (Unifirst Corp), Credit Agreement (Unifirst Corp)
Payments by Borrowers; Presumptions by Administrative Agent. Unless the Administrative Agent shall have received notice from the Borrowing Agent Parent Borrower 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-BA Issuer hereunder that the Borrowers will not make such payment, the Administrative Agent may assume that 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 L/C-BA Issuer, as the case may be, the amount due. In With respect to any payment that the Administrative Agent makes for the account of the Lenders hereunder as to which the Administrative Agent determines (which determination shall be conclusive absent manifest error) that any of the following applies (such event, if payment referred to as the “Rescindable Amount”): (1) the Borrowers have not in fact made such payment, ; (2) the Administrative Agent has made a payment in excess of the amount so paid by the Borrowers (whether or not then owed); or (3) the Administrative Agent has for any reason otherwise erroneously made such payment; then each of the Appropriate Lenders or the L/C-BA Issuer, as the case may be, severally agrees to repay to the Administrative Agent forthwith on demand demand, the amount Rescindable Amount so distributed to such Lender or the L/C-BA IssuerLender, 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. A notice of the Administrative Agent to any Lender or the Borrowers Parent Borrower with respect to any amount owing to the Administrative Agent under this subsection clause (b) shall be conclusive, absent manifest error.
Appears in 2 contracts
Samples: Credit Agreement (Leslie's, Inc.), Credit Agreement (Leslie's, Inc.)
Payments by Borrowers; Presumptions by Administrative Agent. Unless the Administrative Agent shall have received notice from the Borrowing Agent 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-BA C Issuer hereunder that the Borrowers will not make such payment, the Administrative Agent may assume that 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 L/C-BA C Issuer, as the case may be, the amount due. In 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 event, if payment referred to as the “Rescindable Amount”): (1) the Borrowers have not in fact made such payment, ; (2) the Administrative Agent has made a payment in excess of the amount so paid by the Borrowers (whether or not then owed); or (3) the Administrative Agent has for any reason otherwise erroneously made such payment; then each of the Appropriate Lenders or the L/C-BA C Issuer, as the case may be, severally agrees to repay to the Administrative Agent forthwith on demand the amount Rescindable Amount so distributed to such Lender or the L/C-BA 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. A notice of the Administrative Agent to any Lender or the Borrowers Borrower with respect to any amount owing to the Administrative Agent under this subsection (b) shall be conclusive, absent manifest error.
Appears in 2 contracts
Samples: Credit Agreement (Carpenter Technology Corp), Credit Agreement (Carpenter Technology Corp)
Payments by Borrowers; Presumptions by Administrative Agent. Unless the Administrative Agent shall have received notice from the Borrowing Agent a Borrower prior to the date on which any payment is due to the Administrative Agent for the account of the Lenders or the an L/C-BA C Issuer hereunder that the Borrowers such Borrower will not make such payment, the Administrative Agent may assume that the Borrowers have such Borrower has made such payment on such date in accordance herewith and may, in reliance upon such assumption, distribute to the Appropriate Lenders or the applicable L/C-BA C Issuer, as the case may be, the amount due. In such event, if the Borrowers have such (x) Borrower has not in fact made such payment, (y) the Administrative Agent has made a payment in excess of the amount so paid by such Borrower (whether or not then owed); or (z) the Administrative agent has for any reason otherwise erroneously made such payment (any payment satisfying any of the foregoing conditions referred to as the “Rescindable Amount”), then each of the Appropriate Lenders or the applicable L/C-BA 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 such L/C-BA 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 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 compensationOvernight Rate. A notice of the Administrative Agent to any Lender or the Borrowers Borrower with respect to any amount owing to the Administrative Agent under this subsection clause (b) shall be conclusive, absent manifest error.
Appears in 2 contracts
Samples: Credit Agreement (Analog Devices Inc), Credit Agreement (Analog Devices Inc)
Payments by Borrowers; Presumptions by Administrative Agent. (a) Unless the Administrative Agent shall have received notice from the Borrowing Agent applicable Borrower 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-BA Issuer Banks hereunder that the Borrowers such Borrower will not make such payment, the Administrative Agent may assume that the Borrowers have such Borrower has made such payment on such date in accordance herewith and may, in reliance upon such assumption, distribute to the Appropriate Lenders or the L/C-BA Issuer, as the case may be, Banks the amount due. In .
(b) With respect to any payment that the Administrative Agent makes for the account of the Banks hereunder as to which the Administrative Agent determines (which determination shall be conclusive absent manifest error) that any of the following applies (such event, if payment referred to as the Borrowers have “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 Appropriate Lenders or the L/C-BA Issuer, as the case may be, Banks severally agrees to repay to the Administrative Agent forthwith on demand the amount Rescindable Amount so distributed to such Lender or the L/C-BA IssuerBank, 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 Basis 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 Bank or the Borrowers any Borrower with respect to any amount owing to the Administrative Agent under this subsection clause (b) shall be conclusive, absent manifest error.. 66 AMERICAS/2023306744.4
Appears in 2 contracts
Samples: Revolving Credit Agreement (Alliancebernstein Holding L.P.), Revolving Credit Agreement (Alliancebernstein L.P.)
Payments by Borrowers; Presumptions by Administrative Agent. Unless the Administrative Agent shall have received notice from the Borrowing Agent either Borrower 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-BA C Issuer hereunder that the Borrowers such Borrower will not make such payment, the Administrative Agent may assume that the Borrowers have such Borrower has made such payment on such date in accordance herewith and may, in reliance upon such assumption, distribute to the Appropriate Lenders or the L/C-BA C Issuer, as the case may be, the amount due. In such event, if the Borrowers have such Borrower has not in fact made such payment, then each of the Appropriate Lenders or the L/C-BA 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-BA 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. A notice of the Administrative Agent to any Lender or the Borrowers either Borrower with respect to any amount owing to the Administrative Agent under this subsection (b) shall be conclusive, absent manifest error.
Appears in 2 contracts
Samples: Credit Agreement (International Money Express, Inc.), Credit Agreement (International Money Express, Inc.)
Payments by Borrowers; Presumptions by Administrative Agent. Unless the Administrative Agent shall have received notice from the Borrowing Agent a Borrower prior to the date on which any payment is due to the Administrative Agent for the account of the Lenders or the an L/C-BA C Issuer hereunder that the Borrowers such Borrower will not make such payment, the Administrative Agent may assume that the Borrowers have such Borrower has made such payment on such date in accordance herewith and may, in reliance upon such assumption, distribute to the Appropriate Lenders or the L/C-BA IssuerC Issuers, as the case may be, the amount due. In 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 event, if payment referred to as the Borrowers have “Rescindable Amount”):
(1) a 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 Borrowers (whether or not then owed); or (3) the Administrative Agent has for any reason otherwise erroneously made such payment; then each of the Appropriate Lenders or the applicable L/C-BA IssuerC Issuers, as the case may be, severally agrees to repay to the Administrative Agent forthwith on demand the amount Rescindable Amount so distributed to such Lender or the such L/C-BA 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. A notice of the Administrative Agent to any Lender or the Borrowers Company with respect to any amount owing to the Administrative Agent under this subsection (b) shall be conclusive, absent manifest demonstrable error.
Appears in 2 contracts
Samples: Credit Agreement (Graphic Packaging Holding Co), Credit Agreement (Graphic Packaging International, LLC)
Payments by Borrowers; Presumptions by Administrative Agent. Unless the Administrative Agent shall have received notice from the Borrowing Agent 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-BA C Issuer hereunder that the Borrowers will not make such payment, the Administrative Agent may assume that 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 L/C-BA C Issuer, as the case may be, the amount due. In such event, if the Borrowers have not in fact made such payment, then each of the Appropriate Lenders or the L/C-BA 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-BA 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. A notice of the Administrative Agent to any Lender or the Borrowers with respect to any amount owing to the Administrative Agent under this subsection (b) shall be conclusive, absent manifest error.
Appears in 2 contracts
Samples: Credit Agreement (Longview Fibre Co), Credit Agreement (Longview Fibre Co)
Payments by Borrowers; Presumptions by Administrative Agent. Unless the Administrative Agent shall have received notice from the Borrowing Agent 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-BA C Issuer hereunder that the Borrowers will not make such payment, the Administrative Agent may assume that the Borrowers have made such payment on such date in accordance herewith and may, in reliance upon such assumption, distribute to the Appropriate appropriate Lenders or the L/C-BA C Issuer, as the case may be, the amount due. In such event, if the Borrowers have not in fact made such payment, then each of the Appropriate appropriate Lenders or the L/C-BA 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-BA 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. A notice of the Administrative Agent to any Lender or the Borrowers with respect to any amount owing to the Administrative Agent under this subsection (b) shall be conclusive, absent manifest error.
Appears in 2 contracts
Samples: Credit Agreement (Casella Waste Systems Inc), Revolving Credit and Term Loan Agreement (Casella Waste Systems Inc)
Payments by Borrowers; Presumptions by Administrative Agent. Unless the Administrative Agent shall have received notice from the Borrowing Agent 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-BA C Issuer hereunder that the Borrowers will not make such payment, the Administrative Agent may assume that 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 L/C-BA C Issuer, as the case may be, the amount due. In 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 event, if payment referred to as the “Rescindable Amount”): (1) the Borrowers have not in fact made such payment, ; (2) the Administrative Agent has made a payment in excess of the amount so paid by the Borrowers (whether or not then owed); or (3) the Administrative Agent has for any reason otherwise erroneously made such payment; then each of the Appropriate Lenders or the L/C-BA C Issuer, as the case may be, severally agrees to repay to the Administrative Agent forthwith on demand the amount Rescindable Amount so distributed to such Lender or the L/C-BA 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 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 the Borrowers with respect to any amount owing to the Administrative Agent under this subsection (b) shall be conclusive, absent manifest error.172003018
Appears in 2 contracts
Samples: Credit Agreement (Carpenter Technology Corp), Credit Agreement (Carpenter Technology Corp)
Payments by Borrowers; Presumptions by Administrative Agent. Unless the Administrative Agent shall have received notice from the Borrowing Agent 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-BA C Issuer hereunder that the Borrowers such Borrower will not make such payment, the Administrative Agent may assume that the Borrowers have such 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 applicable L/C-BA IssuerC Issuers, as the case may be, the amount due. In 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 event, if payment referred to as the Borrowers have “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 Appropriate Lenders or the L/C-BA IssuerC Issuers, as the case may be, severally agrees to repay to the Administrative Agent forthwith on demand the amount Rescindable Amount so distributed to such Lender or the L/C-BA IssuerC Issuers, 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 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 compensationapplicable Overnight Rate. A notice of the Administrative Agent to any Lender or the Borrowers any Borrower with respect to any amount owing to the Administrative Agent under this subsection (b) shall be conclusive, absent manifest error.
Appears in 2 contracts
Samples: Corra Transition Amendment (Global Payments Inc), Credit Agreement (Global Payments Inc)
Payments by Borrowers; Presumptions by Administrative Agent. Unless the Administrative Agent shall have received notice from the Borrowing Agent 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-BA C Issuer hereunder that the Borrowers such Borrower will not make such payment, the Administrative Agent may assume that the Borrowers have such Borrower has made such payment on such date in accordance herewith and may, in reliance upon such assumption, distribute to the Appropriate Lenders or the applicable L/C-BA IssuerC Issuers, as the case may be, the amount due. In 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 event, if payment referred to as the Borrowers have “Rescindable Amount”):
(1) the 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 Borrower (whether or not then owed); or (3) the Administrative agent has for any reason otherwise erroneously made such payment; then each of the Appropriate Lenders or the applicable L/C-BA IssuerC Issuers, as the case may be, severally agrees to repay to the Administrative Agent forthwith on demand the amount Rescindable Amount so distributed to such Lender or the such L/C-BA 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 Effective 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 Lender, the L/C Issuer, Holdings or the Borrowers a Borrower with respect to any amount owing to the Administrative Agent under this subsection clause (b) shall be conclusive, absent manifest error.
Appears in 2 contracts
Samples: Credit Agreement (ACCO BRANDS Corp), Credit Agreement (ACCO BRANDS Corp)
Payments by Borrowers; Presumptions by Administrative Agent. Unless the Administrative Agent shall have received notice from the Borrowing Agent applicable 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-BA Issuer any Issuing Lender hereunder that the Borrowers applicable Borrower will not make such payment, the Administrative Agent may assume that the Borrowers have applicable Borrower has made such payment on such date in accordance herewith and may, in reliance upon such assumption, distribute to the Appropriate Lenders or the L/C-BA Issuerapplicable Issuing Lender, as the case may be, the amount due. In such event, if the Borrowers have applicable Borrower has not in fact made such payment, then each of the Appropriate Lenders or the L/C-BA Issuerapplicable Issuing Lender, 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-BA Issuersuch Issuing 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, at the greater of the Federal Funds Effective 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 to the Borrowers applicable Borrower with respect to any amount owing to the Administrative Agent under this subsection subsections (a) and (b) of this Section 2.12 shall be conclusive, absent manifest error.
Appears in 2 contracts
Samples: Credit Agreement (Itron Inc /Wa/), Credit Agreement (Itron Inc /Wa/)
Payments by Borrowers; Presumptions by Administrative Agent. Unless the Administrative Agent shall have received notice from the Borrowing Agent Applicable 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-BA Issuer Issuing Lenders hereunder that the Borrowers Applicable Borrower will not make such payment, the Administrative Agent may assume that the Borrowers have Applicable Borrower has made such payment on such date in accordance herewith and may, in reliance upon such assumption, distribute to the Appropriate Lenders or the L/C-BA IssuerIssuing Lenders, as the case may be, the amount due. In such event, if the Borrowers have Applicable Borrower has not in fact made such payment, then each of the Appropriate Lenders or the L/C-BA IssuerIssuing Lenders, 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-BA Issuersuch Issuing 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, at the greater of the Federal Funds Effective 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 the Borrowers Applicable Borrower with respect to any amount owing to the Administrative Agent under this subsection subsections (a) and (b) of this Section shall be conclusive, absent manifest error.
Appears in 2 contracts
Samples: Amendment and Restatement Agreement (Alliance One International, Inc.), Credit Agreement (Alliance One International, Inc.)
Payments by Borrowers; Presumptions by Administrative Agent. Unless the Administrative Agent shall have received notice from the Borrowing Agent 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-BA Issuer Issuing Lender hereunder that the Borrowers Borrower will not make such payment, the Administrative Agent may assume that the Borrowers have a Borrower has made such payment on such date in accordance herewith and may, in reliance upon such assumption, distribute to the Appropriate Lenders or the L/C-BA IssuerIssuing Lender, as the case may be, the amount due. In such event, if the Borrowers have a Borrower has not in fact made such payment, then each of the Appropriate Lenders or the L/C-BA IssuerIssuing Lender, 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-BA IssuerIssuing 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, 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 the Borrowers a Borrower with respect to any amount owing to the Administrative Agent under this subsection (b) shall be conclusive, absent manifest error.
Appears in 2 contracts
Samples: Revolving Credit Agreement (Brandywine Operating Partnership, L.P.), Revolving Credit Agreement (Brandywine Operating Partnership, L.P.)
Payments by Borrowers; Presumptions by Administrative Agent. Unless the Administrative Agent shall have received notice from the Borrowing Agent 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-BA Issuer Issuing Lender hereunder that the Borrowers will not make such payment, the Administrative Agent may assume that 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 L/C-BA IssuerIssuing Lender, as the case may be, the amount due. In such event, if the Borrowers have not in fact made such payment, then each of the Appropriate Lenders or the L/C-BA IssuerIssuing Lender, 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-BA IssuerIssuing 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, 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 the Borrowers with respect to any amount owing to the Administrative Agent under this subsection clause (b) shall be conclusive, absent manifest error.
Appears in 2 contracts
Samples: Credit Agreement (Speedway Motorsports LLC), Credit Agreement (Speedway Motorsports Inc)
Payments by Borrowers; Presumptions by Administrative Agent. Unless With respect to any payment that is due to the Administrative Agent for the account of the Lenders or the L/C Issuer hereunder, unless the Administrative Agent shall have received notice from the Borrowing Agent 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-BA C Issuer hereunder that the Borrowers such Borrower will not make such payment, the Administrative Agent may assume that the Borrowers have such Borrower has made such payment on such date in accordance herewith and may, in reliance upon such assumption, distribute to the Appropriate Lenders or the L/C-BA C Issuer, as the case may be, the amount due. In such event, if .
(1) the Borrowers have 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 Appropriate Lenders or the L/C-BA C Issuer, as the case may be, severally agrees to repay to the Administrative Agent forthwith on demand the amount Rescindable Amount so distributed to such Lender or the L/C-BA 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 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 the Borrowers any Borrower with respect to any amount owing to the Administrative Agent under this subsection (b) shall be conclusive, absent manifest error.
Appears in 2 contracts
Samples: Credit Agreement (Toro Co), Credit Agreement (Toro Co)
Payments by Borrowers; Presumptions by Administrative Agent. Unless the Administrative Agent shall have received notice from the Borrowing Agent a Borrower prior to the date on which any payment is due to the Administrative Agent for the account of the Lenders or the an L/C-BA C Issuer hereunder that the Borrowers such Borrower will not make such payment, the Administrative Agent may assume that the Borrowers have such Borrower has made such payment on such date in accordance herewith and may, in reliance upon such assumption, distribute to the Appropriate Lenders or the applicable L/C-BA C Issuer, as the case may be, the amount due. In such event, if .
(1) the Borrowers have 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 Borrower (whether or not then owed); or (3) the Administrative agent has for any reason otherwise erroneously made such payment; then each of the Appropriate Lenders or the applicable L/C-BA IssuerC Issuers, as the case may be, severally agrees to repay to the Administrative Agent forthwith on demand the amount Rescindable Amount so distributed to such Lender or the such L/C-BA 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. A notice of the Administrative Agent to any Lender or the Borrowers Borrower with respect to any amount owing to the Administrative Agent under this subsection (b) shall be conclusive, absent manifest error.
Appears in 2 contracts
Samples: Credit Agreement (Celanese Corp), Credit Agreement (Celanese Corp)
Payments by Borrowers; Presumptions by Administrative Agent. Unless the Administrative Agent shall have received notice from the Borrowing Agent 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-BA Issuer Issuing Lender hereunder that the Borrowers will not make such payment, the Administrative Agent may assume that the Borrowers have has made such payment on such date in accordance herewith and may, in reliance upon such assumption, distribute to the Appropriate Lenders or the L/C-BA IssuerIssuing Lender, as the case may be, the amount due. In such event, if the Borrowers have not in fact made such payment, then each of the Appropriate Lenders or the L/C-BA IssuerIssuing Lender, 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-BA IssuerIssuing 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, at the greater of the Federal Funds Effective 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 the Borrowers with respect to any amount owing to the Administrative Agent under this subsection subsections (a) and (b) of this Section shall be conclusive, absent manifest error.
Appears in 2 contracts
Samples: Credit Agreement (CrossAmerica Partners LP), Credit Agreement (CrossAmerica Partners LP)
Payments by Borrowers; Presumptions by Administrative Agent. Unless the Administrative Agent shall have received notice from the Borrowing Agent 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-BA Issuer C Issuers hereunder that the Borrowers will not make such payment, the Administrative Agent may assume that 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 L/C-BA C Issuer, as the case may be, the amount due. In such event, if the Borrowers have not in fact made such payment, then each of the Appropriate Lenders or the such L/C-BA 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 such L/C-BA 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. A notice of the Administrative Agent to any Lender or the Borrowers with respect to any amount owing to the Administrative Agent under this subsection (b) shall be conclusive, absent manifest error.
Appears in 2 contracts
Samples: Credit Agreement (Casella Waste Systems Inc), Credit Agreement (Casella Waste Systems Inc)
Payments by Borrowers; Presumptions by Administrative Agent. Unless the Administrative Agent shall have received notice from the Borrowing Agent 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-BA LC Issuer hereunder that the Borrowers will not make such payment, the Administrative Agent may assume that 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 L/C-BA LC Issuer, as the case may be, the amount due. In With Respect to any payment that the Administrative Agent makes for the account of the applicable Lenders or the 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 event, if payment referred to as the “Rescindable Amount”): (1) the Borrowers have not in fact made such payment, ; (2) the Administrative Agent has made a payment in excess of the amount so paid by the Borrowers (whether or not then owed); or (3) the Administrative agent has for any reason otherwise erroneously made such payment; then each of the Appropriate applicable Lenders or the L/C-BA LC Issuer, as the case may be, severally agrees to repay to the Administrative Agent forthwith on demand the amount Rescindable Amount so distributed to such applicable Lender or the L/C-BA LC 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. A notice of the Administrative Agent to any Lender or the Borrowers Lead Borrower with respect to any amount owing to the Administrative Agent under this subsection (b) shall be conclusive, absent manifest error.
Appears in 2 contracts
Samples: Credit Agreement (Barnes & Noble Education, Inc.), Credit Agreement (Barnes & Noble Education, Inc.)
Payments by Borrowers; Presumptions by Administrative Agent. Unless the Administrative Agent shall have received notice from the Borrowing Agent 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-BA Issuer Issuing Lender hereunder that the Borrowers will not make such payment, the Administrative Agent may assume that 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 L/C-BA IssuerIssuing Lender, as the case may be, the amount due. In such event, if the Borrowers have not in fact made such payment, then each of the Appropriate Lenders or the L/C-BA IssuerIssuing Lender, 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-BA IssuerIssuing 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, at the greater of the Federal Funds Effective 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 the Borrowers with respect to any amount owing to the Administrative Agent under this subsection subsections (a) and (b) of this Section shall be conclusive, absent manifest error.
Appears in 2 contracts
Samples: Credit Agreement (VOXX International Corp), Credit Agreement (VOXX International Corp)
Payments by Borrowers; Presumptions by Administrative Agent. Unless the Administrative Agent shall have received notice from the Borrowing Agent a Borrower prior to the date on which any payment is due to the Administrative Agent for the account of the Lenders or the Lenders, any L/C-BA C Issuer or any Existing L/C Issuer hereunder that the Borrowers such Borrower will not make such payment, the Administrative Agent may assume that the Borrowers have such Borrower has made such payment on such date in accordance herewith and may, in reliance upon such assumption, distribute to the Appropriate Lenders or the Lenders, such L/C-BA C Issuer or such Existing L/C Issuer, as the case may be, the amount due. In such event, if the Borrowers have such Borrower has not in fact made such payment, then each of the Appropriate Lenders Lenders, the applicable L/C Issuer or the applicable Existing L/C-BA 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 Lender, such L/C-BA C Issuer or such Existing L/C Issuer, as applicable, 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 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 compensationOvernight Rate. A notice of the Administrative Agent to any Lender or the Borrowers Borrower with respect to any amount owing to the Administrative Agent under this subsection (b) shall be conclusive, absent manifest error.
Appears in 2 contracts
Samples: Credit Agreement (Towers Watson Delaware Inc.), Credit Agreement (Towers Watson & Co.)
Payments by Borrowers; Presumptions by Administrative Agent. Unless the Administrative Agent shall have received notice from the Borrowing Agent 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-BA C Issuer hereunder that the Borrowers will not make such payment, the Administrative Agent may assume that 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 L/C-BA C Issuer, as the case may be, the amount due. In such event, if the Borrowers have a Borrower has not in fact made such payment, then each of the Appropriate Lenders or the L/C-BA 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-BA 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. A notice of the Administrative Agent to any Lender or the Borrowers with respect to any amount owing to the Administrative Agent under this subsection (b) shall be conclusive, absent manifest error.
Appears in 2 contracts
Samples: Credit Agreement (Chase Corp), Credit Agreement (Chase Corp)
Payments by Borrowers; Presumptions by Administrative Agent. Unless the Administrative Agent shall have received notice from the Borrowing Borrower Agent 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-BA C Issuer hereunder that the Borrowers will not make such payment, the Administrative Agent may assume that 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 L/C-BA C Issuer, as the case may be, the amount due. In such event, if the Borrowers have not in fact made such payment, then each of the Appropriate Lenders or the L/C-BA 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-BA 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. A notice of the Administrative Agent to any Lender or the Borrowers any Borrower with respect to any amount owing to the Administrative Agent under this subsection (b) shall be conclusive, absent manifest error.
Appears in 1 contract
Samples: Credit Agreement (Tidewater Inc)
Payments by Borrowers; Presumptions by Administrative Agent. Unless the Administrative Agent shall have received notice from the Borrowing Agent a Borrower prior to the date on time at which any payment is due from such Borrower to the Administrative Agent for the account of any of the Lenders or the L/C-BA C Issuer hereunder that the Borrowers such Borrower will not make such payment, the Administrative Agent may assume that the Borrowers have such Borrower has made such payment on such date in accordance herewith and maymay (but shall not be obliged to), in reliance upon such assumption, distribute to the Appropriate Lenders or applicable Lender(s) and/or the L/C-BA C Issuer, as the case may be, the amount its or their respective share of such payment due. In such event, if the Borrowers have such Borrower has not in fact made such payment, then each of the Appropriate applicable Lenders or and/or the L/C-BA C Issuer, as the case may be, that has received a share of any such distribution made by the Administrative Agent severally agrees to repay to the Administrative Agent forthwith on demand the amount so distributed to share of such Lender or the L/C-BA Issuerdistribution received by it, in immediately available funds with interest thereon, for each day from and including the date such amount distribution is distributed made to it to but excluding the date of payment to the Administrative Agent, at the greater of the Federal Funds Rate rate specified by the Administrative Agent as reflecting its cost of funds 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 Lender, the L/C Issuer or the Borrowers a Borrower with respect to any amount owing to the Administrative Agent under this subsection clause (b) shall be conclusive, absent manifest error.
Appears in 1 contract
Samples: Credit Agreement (Genpact LTD)
Payments by Borrowers; Presumptions by Administrative Agent. Unless the Administrative Agent shall have received notice from the Borrowing Agent 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-BA C Issuer hereunder that the Borrowers will not make such payment, the Administrative Agent may assume that 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 L/C-BA C Issuer, as the case may be, the amount due. In such event, if the Borrowers have not in fact made such payment, then each of the Appropriate Lenders or the L/C-BA 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-BA 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. A notice of the Administrative Agent to any Lender or the Borrowers a Borrower with respect to any amount owing to the Administrative Agent under this subsection (b) shall be conclusive, absent manifest error.
Appears in 1 contract
Samples: Revolving Credit Agreement (Western Refining, Inc.)
Payments by Borrowers; Presumptions by Administrative Agent. Unless the Administrative Agent shall have received notice from the Borrowing Agent 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 L/C-BA Issuer hereunder that the Borrowers such Borrower will not make such payment, the Administrative Agent may assume that the Borrowers have such Borrower has made such payment on such date in accordance herewith and may, in reliance upon such assumption, distribute to the Appropriate Lenders or the L/C-BA IssuerLenders, as the case may be, the amount due. In With respect to any payment that the Administrative Agent makes for the account of the Lenders hereunder as to which the Administrative Agent determines (which determination shall be conclusive absent manifest error) that any of the following applies (such event, if payment referred to 40 as the “Rescindable Amount”): (1) the Borrowers have not in fact made such payment, ; (2) the Administrative Agent has made a payment in excess of the amount so paid by the Borrowers (whether or not then owed); or (3) the Administrative Agent has for any reason otherwise erroneously made such payment; then each of the Appropriate Lenders or the L/C-BA Issuer, as the case may be, severally agrees to repay to the Administrative Agent forthwith on demand the amount Rescindable Amount so distributed to such Lender or the L/C-BA 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. A notice of the Administrative Agent to any Lender or the Borrowers any Borrower with respect to any amount owing to the Administrative Agent under this subsection (b) shall be conclusive, conclusive absent manifest error.
Appears in 1 contract
Payments by Borrowers; Presumptions by Administrative Agent. Unless the Administrative Agent shall have received notice from the Borrowing Agent 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-BA C Issuer hereunder that the Borrowers such Borrower will not make such payment, the Administrative Agent may assume that the Borrowers have such Borrower has made such payment on such date in accordance herewith and may, in reliance upon such assumption, distribute to the Appropriate Lenders or the applicable L/C-BA C Issuer, as the case may be, the amount due. In such event, if With respect to any payment that the Borrowers have 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
(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 Appropriate Lenders or the applicable L/C-BA IssuerC Issuers, as the case may be, severally agrees to repay to the Administrative Agent forthwith on demand the amount Rescindable Amount so distributed to such Lender or the such L/C-BA 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 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 the Borrowers Borrower with respect to any amount owing to the Administrative Agent under this subsection (b) shall be conclusive, absent manifest error.
Appears in 1 contract
Payments by Borrowers; Presumptions by Administrative Agent. Unless the Administrative Agent shall have received notice from the Borrowing Agent 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-BA Issuer hereunder that the Borrowers will not make such payment, the Administrative Agent may assume that 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 L/C-BA Issuer, as the case may be, the amount due. In such event, if the Borrowers have not in fact made such payment, then each of the Appropriate Lenders or the L/C-BA 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-BA 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 a rate per annum equal to: (i) from the date the distribution was made to the date two (2) Business Days after payment by such Lender is due hereunder, 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 compensation and (ii) from the Administrative Agent to any date two (2) Business Days after the date such payment is due from such Lender or the Borrowers with respect to any amount owing to the Administrative Agent under this subsection (b) shall be conclusivedate such payment is made by such Lender, absent manifest errorthe Interest Rate.
Appears in 1 contract
Samples: Second Lien Credit Agreement (Turning Point Brands, Inc.)
Payments by Borrowers; Presumptions by Administrative Agent. Unless the Administrative Agent shall have received notice from the Borrowing Agent 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-BA C Issuer hereunder that the Borrowers such Borrower will not make such payment, the Administrative Agent may assume that the Borrowers have such Borrower has made such payment on such date in accordance herewith and may, in reliance upon such assumption, distribute to the Appropriate Lenders or the such L/C-BA C Issuer, as the case may be, the amount due. In such event, if .
(1) the Borrowers have 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 Borrower (whether or not then owed); or (3) the Administrative agent has for any reason otherwise erroneously made such payment: then each of the Appropriate Lenders or the applicable L/C-BA C Issuer, as the case may be, severally agrees to repay to the Administrative Agent forthwith on demand the amount Rescindable Amount so distributed to such Lender or the such L/C-BA 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. A notice of the Administrative Agent to any Lender or the Borrowers any Borrower with respect to any amount owing to the Administrative Agent under this subsection (b) shall be conclusive, absent manifest error.
Appears in 1 contract
Payments by Borrowers; Presumptions by Administrative Agent. Unless the Administrative Agent shall have received notice from the Borrowing Agent 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-BA C Issuer hereunder that the Borrowers such Borrower will not make such payment, the Administrative Agent may assume that the Borrowers have such Borrower has made such payment on such date in accordance herewith and may, in reliance upon such assumption, distribute to the Appropriate Lenders or the applicable L/C-BA C Issuer, as the case may be, the amount due. In 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 event, if payment referred to as the Borrowers have “Rescindable Amount”):
(1) the 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 Borrower (whether or not then owed); or (3) the Administrative agent has for any reason otherwise erroneously made such payment; then each of the Appropriate Lenders or the applicable L/C-BA IssuerC Issuers, as the case may be, severally agrees to repay to the Administrative Agent forthwith on demand the amount Rescindable Amount so distributed to such Lender or the such L/C-BA 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. A notice of the Administrative Agent to any Lender or the Borrowers with respect to any amount owing to the Administrative Agent under this subsection (b) shall be conclusive, absent manifest errorOvernight Rate.
Appears in 1 contract
Samples: Credit Agreement (Diodes Inc /Del/)
Payments by Borrowers; Presumptions by Administrative Agent. (A) Unless the Administrative Agent shall have received notice from the Borrowing Agent 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-BA Issuer hereunder that the Borrowers such Borrower will not make such payment, the Administrative Agent may assume that the Borrowers have such Borrower has made such payment on such date in accordance herewith and may, in reliance upon such assumption, distribute to the Appropriate Lenders or the L/C-BA Issuer, amount due and (B) with respect to any payment that the Administrative Agent makes for the account of the Lenders 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 case may be, the amount due. In “Rescindable Amount”)
(1) such event, if the Borrowers have 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 Appropriate Lenders or the L/C-BA Issuer, as the case may be, severally agrees to repay to the Administrative Agent forthwith on demand the amount Rescindable Amount so distributed to such Lender or the L/C-BA IssuerLender, 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 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 compensationOvernight Rate. A notice of the Administrative Agent to any Lender or the Borrowers any Borrower with respect to any amount owing to the Administrative Agent under this subsection (b) shall be conclusive, absent manifest error.
Appears in 1 contract
Payments by Borrowers; Presumptions by Administrative Agent. Unless the Administrative Agent shall have received notice from the Borrowing Agent 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-BA Issuer C Issuers hereunder that the Borrowers such Borrower will not make such payment, the Administrative Agent may assume that the Borrowers have such Borrower has made such payment on such date in accordance herewith and may, in reliance upon such assumption, distribute to the Appropriate Lenders or the applicable L/C-BA IssuerC Issuers, as the case may be, the amount due. In 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 event, if payment referred to as the “Rescindable Amount”): (1) the Borrowers have 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 Appropriate Lenders or the applicable L/C-BA IssuerC Issuers, as the case may be, severally agrees to repay to the Administrative Agent forthwith on demand the amount Rescindable Amount so distributed to such Lender or the such L/C-BA 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 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 the Borrowers Borrower with respect to any amount owing to the Administrative Agent under this subsection (b) shall be conclusive, absent manifest error.
Appears in 1 contract
Payments by Borrowers; Presumptions by Administrative Agent. Unless the Administrative Agent shall have received notice from the Borrowing Agent 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-BA Issuer Issuing Lender hereunder that the Borrowers will not make such payment, the Administrative Agent may assume that 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 L/C-BA IssuerIssuing Lender, as the case may be, the amount due. In such event, if the Borrowers have not in fact made such payment, then each of the Appropriate Lenders or the L/C-BA IssuerIssuing Lender, 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-BA IssuerIssuing 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, at the greater of the Federal Funds Overnight Bank Funding 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 the Borrowers with respect to any amount owing to the Administrative Agent under this subsection (b) shall be conclusive, absent manifest error.
Appears in 1 contract
Payments by Borrowers; Presumptions by Administrative Agent. Unless the Administrative Agent shall have received notice from the Borrowing Agent B&N prior to the date on which any payment is due to the Administrative Agent for the account of the Lenders or the L/C-BA C Issuer hereunder that the Borrowers a Borrower will not make such payment, the Administrative Agent may assume that the Borrowers have such Borrower has made such payment on such date in accordance herewith and may, in reliance upon such assumption, distribute to the Appropriate Lenders or the L/C-BA C Issuer, as the case may be, the amount due. In such event, if the Borrowers have such Borrower has not in fact made such payment, then each of the Appropriate Lenders or the L/C-BA 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-BA 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. A notice of the Administrative Agent to any Lender or the Borrowers Borrower with respect to any amount owing to the Administrative Agent under this subsection (b) shall be conclusivepresumptively correct, absent manifest error.
Appears in 1 contract
Payments by Borrowers; Presumptions by Administrative Agent. Unless the Administrative Agent shall have received notice from the Borrowing Agent 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-BA C Issuer hereunder that the Borrowers will not make such payment, the Administrative Agent may assume that 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 L/C-BA C Issuer, as the case may be, the amount due. In such event, if the Borrowers have has not in fact made such payment, then each of the Appropriate Lenders or the L/C-BA 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-BA 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 Administrative Agent, at the greater of the Federal Funds Overnight 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 the Borrowers with respect to any amount owing to the Administrative Agent under this subsection (b) shall be conclusive, absent manifest demonstrable error.
Appears in 1 contract
Payments by Borrowers; Presumptions by Administrative Agent. Unless the Administrative Agent shall have received notice from 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-BA Issuer hereunder that the Borrowers will not make such payment, the Administrative Agent may assume that 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 L/C-BA IssuerIssuers, as the case may be, the amount due. In such event, if the Borrowers have not in fact made such payment, then each of the Appropriate Lenders or the applicable L/C-BA IssuerIssuers, 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 such L/C-BA 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 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 compensationOvernight Rate. A notice of the Administrative Agent to any Lender or the Borrowers with respect to any amount owing to the Administrative Agent under this subsection (b) shall be conclusive, absent manifest error.
Appears in 1 contract
Payments by Borrowers; Presumptions by Administrative Agent. Unless the Administrative Agent shall have received notice from the Borrowing Agent 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-BA Issuer any Lender hereunder that the Borrowers will not make such payment, the Administrative Agent may assume that the Borrowers have made such payment on such date in accordance herewith and the Administrative Agent may, in reliance upon such assumption, distribute to the Appropriate Lenders or the L/C-BA Issuer, as the case may be, the amount due. In With respect to any payment that the Administrative Agent makes for the account of one or more Lenders hereunder as to which the Administrative Agent determines (which determination shall be conclusive absent manifest error) that any of the following applies (such event, if payment referred to as the “Rescindable Amount”): (1) the Borrowers have not in fact made such payment, ; (2) the Administrative Agent has made a payment in excess of the amount so paid by the Borrowers (whether or not then owed); or (3) the Administrative Agent has for any reason otherwise erroneously made such payment; then each of the Appropriate Lenders or the L/C-BA Issuer, as the case may be, severally agrees to repay to the Administrative Agent forthwith on demand the amount Rescindable Amount so distributed to such Lender or the L/C-BA 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. A notice of the Administrative Agent to any Lender or the Borrowers with respect to any amount owing to the Administrative Agent under this subsection clause (bd) shall be conclusive, absent manifest error.
Appears in 1 contract
Payments by Borrowers; Presumptions by Administrative Agent. Unless the Administrative Agent shall have received notice from the Borrowing Agent 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-BA Issuer hereunder that the Borrowers designated deposit account at Banc of California will not contain sufficient funds to make such paymentpayment when due, the Administrative Agent may assume that the Borrowers have made sufficient funds on deposit in such account to allow such payment to be made in full on such date in accordance herewith and may, in reliance upon such assumption, distribute to the Appropriate Lenders or the L/C-BA Issuer, as the case may be, the amount due. In such event, if the Borrowers have do not in fact made have sufficient funds in their designated deposit account to cover the full amount of such payment, then each of the Appropriate Lenders or the L/C-BA 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-BA IssuerLender, 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. A notice of the Administrative Agent to any Lender or the Borrowers with respect to any amount owing to the Administrative Agent under this subsection (b) shall be conclusive, absent manifest error.
Appears in 1 contract
Payments by Borrowers; Presumptions by Administrative Agent. Unless the Administrative Agent shall have received notice from the Borrowing Agent 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-BA Issuer hereunder that the Borrowers such Borrower will not make such payment, the Administrative Agent may assume that the Borrowers have such Borrower has made such payment on such date in accordance herewith and may, in reliance upon such assumption, distribute to the Appropriate Lenders or the L/C-BA Issuer, as the case may be, the amount due. In With respect to any payment that the Administrative Agent makes for the account of the Lenders hereunder as to which the Administrative Agent determines (which determination shall be conclusive absent manifest error) that any of the following applies (such event, if payment referred to as a “Rescindable Amount”): (A) the Borrowers have 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 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 Appropriate Lenders or the L/C-BA Issuer, as the case may be, severally agrees to repay to the Administrative Agent forthwith on demand the amount Rescindable Amount so distributed to such Lender or the L/C-BA IssuerLender, 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 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 compensationOvernight Rate. A notice of the Administrative Agent to any Lender or the Borrowers any Borrower with respect to any amount owing to the Administrative Agent under this subsection (b) shall be conclusive, absent manifest error.
Appears in 1 contract
Samples: Credit Agreement (Adobe Inc.)
Payments by Borrowers; Presumptions by Administrative Agent. Unless the Administrative Agent shall have received notice from the Borrowing Agent a Borrower 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-BA Issuer hereunder that the Borrowers such Borrower will not make such payment, the Administrative Agent may assume that the Borrowers have such Borrower has made such payment on such date in accordance herewith and may, in reliance upon such assumption, distribute to the Appropriate Lenders or the L/C-BA Issuer, as the case may be, the amount due. In such event, if .
(1) the Borrowers have 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 Appropriate Lenders or the L/C-BA Issuer, as the case may be, severally agrees to repay to the Administrative Agent forthwith on demand the amount Rescindable Amount so distributed to such Lender or the L/C-BA IssuerLender, 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. A notice of the Administrative Agent to any Lender or the Borrowers Borrower with respect to any amount owing to the Administrative Agent under this subsection (b) shall be conclusive, absent manifest error.
Appears in 1 contract
Samples: Term Loan Agreement (Mastec Inc)
Payments by Borrowers; Presumptions by Administrative Agent. Unless the Administrative Agent shall have received notice from the Borrowing Agent 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-BA C Issuer hereunder that the Borrowers such Borrower will not make such payment, the Administrative Agent may assume that the Borrowers have such Borrower has made such payment on such date in accordance herewith and may, in reliance upon such assumption, distribute to the Appropriate Lenders or the L/C-BA C Issuer, as the case may be, the amount due. In such event, if .
(1) the Borrowers have 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 Appropriate Lenders or the L/C-BA C Issuer, as the case may be, severally agrees to repay to the Administrative Agent forthwith on demand the amount Rescindable Amount so distributed to such Lender or the L/C-BA 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 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 compensationcompensation as provided in Section 10.13. A notice of the Administrative Agent to any Lender or the Borrowers applicable Borrower with respect to any amount owing to the Administrative Agent under this subsection (bc) shall be conclusive, absent manifest error.
Appears in 1 contract
Payments by Borrowers; Presumptions by Administrative Agent. Unless the Administrative Agent shall have received notice from the Borrowing Agent 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-BA C Issuer hereunder that the Borrowers will not make such payment, the Administrative Agent may assume that 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 L/C-BA C Issuer, as the case may be, the amount due. In such event, if the Borrowers have not in fact made such payment, then each of the Appropriate Lenders or the L/C-BA 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-BA C Issuer, in immediately available funds with interest thereonthereon in an amount equal to the interest owing by the Borrowers on such payment (for the account of the Administrative Agent), for each day from and including the date such amount is was distributed to it to the Lenders or the L/C Issuer 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 the Borrowers with respect to any amount owing to the Administrative Agent under this subsection (b) shall be conclusive, absent manifest error.
Appears in 1 contract
Payments by Borrowers; Presumptions by Administrative Agent. Unless the Administrative Agent shall have received notice from the Borrowing Agent 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-BA C Issuer hereunder that the Borrowers such Borrower will not make such payment, the Administrative Agent may assume that the Borrowers have such Borrower has made such payment on such date in accordance herewith and may, in reliance upon such assumption, distribute to the Appropriate Lenders or the any L/C-BA C Issuer, as the case may be, the amount due. In such event, if .
(1) the Borrowers have 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 Appropriate Lenders or the applicable L/C-BA C Issuer, as the case may be, severally agrees to repay to the Administrative Agent forthwith on demand the amount Rescindable Amount so distributed to such Lender or the such L/C-BA 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 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 compensationOvernight Rate. A notice of the Administrative Agent to any Lender or the Borrowers any Borrower with respect to any amount owing to the Administrative Agent under this subsection (b) shall be conclusive, absent manifest error.
Appears in 1 contract
Payments by Borrowers; Presumptions by Administrative Agent. Unless the Administrative Agent shall have received notice from the Borrowing Agent 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-BA C Issuer hereunder that the Borrowers Borrower will not make such payment, the Administrative Agent may assume that the Borrowers have Borrower has made such payment on such date in accordance herewith and may, in reliance upon such assumption, distribute to the Appropriate Lenders or the L/C-BA C Issuer, as the case may be, the amount due. In such event, if the Borrowers have Borrower has not in fact made such payment, then each of the Appropriate Lenders or the L/C-BA 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-BA 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 greater of the Federal Funds Overnight 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 Lender, the L/C Issuer or the Borrowers Borrower with respect to any amount owing to the Administrative Agent under this subsection (b) shall be conclusive, absent manifest error.
Appears in 1 contract
Payments by Borrowers; Presumptions by Administrative Agent. Unless the Applicable Administrative Agent shall have received notice from the Borrowing Agent a Borrower prior to the date on time at which any payment is due to the Applicable Administrative Agent for the account of the Lenders or the L/C-BA C Issuer hereunder that the Borrowers such Borrower will not make such payment, the Applicable Administrative Agent may assume that the Borrowers have such Borrower has made such payment on such date in accordance herewith and may, in reliance upon such assumption, distribute to the Appropriate Lenders or the L/C-BA Issuer, as the case may be, the amount due. In such event, if the Borrowers have applicable Borrower has not in fact made such payment, then each of the Appropriate Lenders or the L/C-BA Issuer, as the case may be, severally agrees to repay to the Applicable Administrative Agent forthwith on demand the amount so distributed to such Lender or the L/C-BA IssuerAppropriate 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 Applicable Administrative Agent, at the greater of the Federal Funds Effective Rate and a rate determined by the Applicable Administrative Agent in accordance with banking industry rules on interbank compensation. A notice of the Applicable Administrative Agent to any Lender Lender, the L/C Issuer or the Borrowers Holdings with respect to any amount owing to the Administrative Agent under this subsection (b) shall be conclusive, absent manifest error.
Appears in 1 contract
Samples: Credit Agreement (Acco Brands Corp)
Payments by Borrowers; Presumptions by Administrative Agent. Unless the Administrative Agent shall have received notice from the Borrowing Borrower Agent 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-BA C Issuer hereunder that the Borrowers will not make such payment, the Administrative Agent may assume that 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 L/C-BA C Issuer, as the case may be, the amount due. In such event, if the Borrowers have not in fact made such payment, then each of the Appropriate Lenders or the L/C-BA 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-BA 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. A notice of the Administrative Agent to any Lender or the Borrowers with respect to any amount owing to the Administrative Agent under this subsection (b) shall be conclusive, absent manifest error.
Appears in 1 contract
Payments by Borrowers; Presumptions by Administrative Agent. Unless the Administrative Agent shall have received notice from the Borrowing Agent Lead Borrower 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-BA C Issuer hereunder that the Borrowers will not make such payment, the Administrative Agent may assume that 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 L/C-BA C Issuer, as the case may be, the amount due. In such event, if the Borrowers have not in fact made such payment, then each of the Appropriate Lenders or the L/C-BA 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-BA 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. A notice of the Administrative Agent to any Lender or the Borrowers Lead Borrower with respect to any amount owing to the Administrative Agent under this subsection (bii) shall be conclusive, absent manifest error.
Appears in 1 contract
Payments by Borrowers; Presumptions by Administrative Agent. Unless the Administrative Agent shall have received notice from the Borrowing Agent 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-BA Issuer Issuing Lender hereunder that the Borrowers such Borrower will not make such payment, the Administrative Agent may assume that the Borrowers have such Borrower has made such payment on such date in accordance herewith and may, in reliance upon such assumption, distribute to the Appropriate Lenders or the L/C-BA IssuerIssuing Lender, as the case may be, the amount due. In such event, if the Borrowers have such Borrower has not in fact made such payment, then each of the Appropriate Lenders or the L/C-BA IssuerIssuing Lender, 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-BA IssuerIssuing 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, 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 the Borrowers any Borrower with respect to any amount owing to the Administrative Agent under this subsection (b) shall be conclusive, absent manifest error.
Appears in 1 contract
Payments by Borrowers; Presumptions by Administrative Agent. Unless the Administrative Agent shall have received notice from the Borrowing Agent 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-BA C Issuer hereunder that the Borrowers such Borrower will not make such payment, the Administrative Agent may assume that the Borrowers have such Borrower has made such payment on such date in accordance herewith and may, in reliance upon such assumption, distribute to the Appropriate Lenders or the applicable L/C-BA C Issuer, as the case may be, the amount due. In such event, if .
(1) the Borrowers have 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 Appropriate Lenders or the applicable L/C-BA IssuerC Issuers, as the case may be, severally agrees to repay to the Administrative Agent forthwith on demand the amount Rescindable Amount so distributed to such Lender or the such L/C-BA 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 Administrative Agent, at the greater of the Federal Funds applicable Overnight Rate and a rate determined by the Administrative Agent in accordance with banking industry rules on interbank compensation. compensation A notice of the Administrative Agent to any Lender or the Borrowers Borrower with respect to any amount owing to the Administrative Agent under this subsection (b) shall be conclusive, absent manifest demonstrable error.
(c) Failure to Satisfy Conditions Precedent
Appears in 1 contract
Samples: Credit and Term Loan Agreement (Ares Real Estate Income Trust Inc.)
Payments by Borrowers; Presumptions by Administrative Agent. Unless the Administrative Agent shall have received notice from the Borrowing Agent 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-BA C Issuer hereunder that the Borrowers will not make such payment, the Administrative Agent may assume that 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 L/C-BA C Issuer, as the case may be, the amount due. In 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 event, if payment referred to as the “Rescindable Amount”): (A) 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 Borrowers (whether or not then owed); or (C) the Administrative Agent has for any reason otherwise erroneously made such payment; then each of the Appropriate Lenders or the L/C-BA C Issuer, as the case may be, severally agrees to repay to the Administrative Agent forthwith on demand the amount Rescindable Amount so distributed to such Lender or the L/C-BA 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. A notice of the Administrative Agent to any Lender or the Borrowers any Borrower with respect to any amount owing to the Administrative Agent under this subsection Section 2.12 (b) shall be conclusive, absent manifest error.
Appears in 1 contract
Payments by Borrowers; Presumptions by Administrative Agent. Unless the Administrative Agent shall have received notice from 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 applicable L/C-BA C Issuer hereunder that the Borrowers will not make such payment, the Administrative Agent may assume that one or more of 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 L/C-BA C Issuer, as the case may be, the amount due. In such event, if the Borrowers have not in fact made such payment, then each of the Appropriate Lenders or the applicable L/C-BA 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-BA 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. A notice of the Administrative Agent to any Lender or the Borrowers Borrower with respect to any amount owing to the Administrative Agent under this subsection (b) shall be conclusive, absent manifest error.
Appears in 1 contract
Payments by Borrowers; Presumptions by Administrative Agent. Unless the Administrative Agent shall have received notice from the Borrowing Agent Borrowers prior to the date on which any payment is due to the Administrative Agent for the account of the Lenders or the an L/C-BA C Issuer hereunder that the Borrowers will not make such payment, the Administrative Agent may assume that 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 L/C-BA C Issuer, as the case may be, the amount due. In such event, if the Borrowers have not in fact made such payment, then each of the Appropriate applicable Lenders or the L/C-BA 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 such L/C-BA C Issuer, in immediately available funds with interest thereonthereon to the Administrative Agent’s Account, for each day from and including the date such amount is distributed to it ACTIVE 61134624v18 88 to but excluding the date of payment to the Administrative Agent, at the greater of the Federal Funds Rate and a rate reasonably determined by the Administrative Agent in accordance with banking industry rules on interbank compensation. A notice of the Administrative Agent to any Lender or the Borrowers with respect to any amount owing to the Administrative Agent under this subsection (bSection 2.12(b) shall be conclusive, absent manifest error.
Appears in 1 contract
Samples: Abl Credit Agreement (GMS Inc.)
Payments by Borrowers; Presumptions by Administrative Agent. Unless the Administrative Agent shall have received notice from the Borrowing Agent 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-BA Issuer hereunder that the Borrowers will not make such payment, the Administrative Agent may assume that 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 L/C-BA Issuer, as the case may be, the amount due. In such event, if the Borrowers have not in fact made such payment, then each of the Appropriate Lenders or the L/C-BA 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-BA 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 Effective Rate and a rate determined by the Administrative Agent in accordance with banking industry rules and conventions on interbank compensation. Any payment by any Lender pursuant to this clause (i) shall be without prejudice to any claim such Lender or the Administrative Agent may have against the Borrowers for having failed to make such payment to the Administrative Agent. A notice of the Administrative Agent to any Lender or the Borrowers with respect to any amount owing to the Administrative Agent under this subsection (b) shall be conclusive, absent manifest error.
Appears in 1 contract
Samples: Credit Agreement (Velti PLC)
Payments by Borrowers; Presumptions by Administrative Agent. Unless the Administrative Agent shall have received notice from the Borrowing Agent 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-BA Issuer hereunder that the Borrowers will not make such payment, the Administrative Agent may assume that 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 L/C-BA Issuer, as the case may beLenders, the amount due. In such event, if the Borrowers have not in fact made such payment, then each of the Appropriate Lenders or the L/C-BA 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-BA 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 a rate per annum equal to: (i) from the date the related advance was made by the Administrative Agent to the date two (2) Business Days after payment by such Lender is due hereunder, the greater of the Federal Funds Rate and a rate determined by the Administrative Agent in accordance with banking industry rules on interbank compensationcompensation for each such day and (ii) from the date two (2) Business Days after the date such payment is due from such Lender to the date such payment is made by such Lender, the Base Rate in effect for each such day. A notice of the Administrative Agent to any Lender or the Borrowers with respect to any amount owing to the Administrative Agent under this subsection subsections (a) and (b) of this Section shall be conclusive, absent manifest error.
Appears in 1 contract
Payments by Borrowers; Presumptions by Administrative Agent. Unless the Administrative Agent shall have received notice from the Borrowing Agent applicable 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-BA Issuer any Issuing Lender hereunder that the Borrowers applicable Borrower will not make such payment, the Administrative Agent may assume that the Borrowers have applicable Borrower has made such payment on such date in accordance herewith and may, in reliance upon such assumption, distribute to the Appropriate Lenders or the L/C-BA Issuerapplicable Issuing Lender, as the case may be, the amount due. In such event, if the Borrowers have applicable Borrower has not in fact made such payment, then each of the Appropriate Lenders or the L/C-BA Issuerapplicable Issuing Lender, 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-BA Issuersuch Issuing 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, at the greater of the Federal Funds Effective 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 to the Borrowers applicable Borrower with respect to any amount owing to the Administrative Agent under this subsection subsections (a) and (b) of this Section shall be conclusive, absent manifest error.
Appears in 1 contract
Samples: Credit Agreement (Itron Inc /Wa/)
Payments by Borrowers; Presumptions by Administrative Agent. Unless the Administrative Agent shall have received notice from the Borrowing Agent 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-BA C Issuer hereunder that the Borrowers will not make such payment, the Administrative Agent may assume that 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 L/C-BA C Issuer, as the case may be, the amount due. In such event, if the Borrowers have not in fact made such payment, then each of the Appropriate Lenders or the L/C-BA 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-BA 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. A notice of the Administrative Agent to any Lender or the Borrowers with respect to any amount owing to the Administrative Agent under this subsection (b) shall be conclusive, absent manifest error.
Appears in 1 contract
Payments by Borrowers; Presumptions by Administrative Agent. Unless the Administrative Agent shall have received notice from the Borrowing Agent Lead Borrower prior to the date on time at which any payment is due to the Administrative Agent for the account of the Lenders or the applicable L/C-BA C Issuer hereunder that the Borrowers will not make such payment, the Administrative Agent may assume that 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 such L/C-BA C Issuer, as the case may be, the amount due. In such event, if the Borrowers have not in fact made such payment, then each of the Appropriate Lenders or the such L/C-BA 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 such L/C-BA 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. A notice of the Administrative Agent to any Lender or the Borrowers Lead Borrower with respect to any amount owing to the Administrative Agent under this subsection (b) shall be conclusive, absent manifest error.
Appears in 1 contract
Samples: Asset Based Revolving Credit Agreement (Albertsons Companies, Inc.)
Payments by Borrowers; Presumptions by Administrative Agent. Unless the Administrative Agent shall have received notice from the Borrowing Agent 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-BA C Issuer hereunder that the Borrowers such Borrower will not make such payment, the Administrative Agent may assume that the Borrowers have such Borrower has made such payment on such date in accordance herewith and may, in reliance upon such assumption, distribute to the Appropriate Lenders or the applicable L/C-BA C Issuer, as the case may be, the amount due. In 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 event, if payment referred to as the Borrowers have “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 Appropriate Lenders or the applicable L/C-BA IssuerC Issuers, as the case may be, severally agrees to repay to the Administrative Agent forthwith on demand the amount Rescindable Amount so distributed to such Lender or the such L/C-BA 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 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 the Borrowers a Borrower with respect to any amount owing to the Administrative Agent under this subsection (b) shall be conclusive, absent manifest error.
Appears in 1 contract
Samples: Credit Agreement (Idex Corp /De/)
Payments by Borrowers; Presumptions by Administrative Agent. Unless the Administrative Agent shall have received notice from the Borrowing Agent 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-BA C Issuer hereunder that the Borrowers such Borrower will not make such payment, the Administrative Agent may assume that the Borrowers have such Borrower has made such payment on such date in accordance herewith and may, in reliance upon such assumption, distribute to the Appropriate Lenders or the such L/C-BA C Issuer, as the case may be, the amount due. In such event, if .
(1) the Borrowers have 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 Appropriate Lenders or the applicable L/C-BA IssuerC Issuers, as the case may be, severally agrees to repay to the Administrative Agent forthwith on demand the amount Rescindable Amount so distributed to such Lender or the such L/C-BA 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 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 the Borrowers Borrower with respect to any amount owing to the Administrative Agent under this subsection (b) shall be conclusive, absent manifest error.
Appears in 1 contract
Samples: Credit Agreement (Avnet Inc)
Payments by Borrowers; Presumptions by Administrative Agent. Unless the Administrative Agent shall have received notice from the Borrowing Agent 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-BA C Issuer hereunder that the Borrowers will not make such payment, the Administrative Agent may assume that 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 L/C-BA C Issuer, as the case may be, the amount due. In such event, if the Borrowers have not in fact made such payment, then each of the Appropriate Lenders or the L/C-BA 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-BA 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. A notice of the Administrative Agent to any Lender or the Borrowers Borrower Representative with respect to any amount owing to the Administrative Agent under this subsection (b) shall be conclusive, absent manifest error.
Appears in 1 contract
Payments by Borrowers; Presumptions by Administrative Agent. Unless the Administrative Agent shall have received notice from the Borrowing Agent 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-BA C Issuer hereunder that the Borrowers will not make such payment, the Administrative Agent may assume that 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 L/C-BA C Issuer, as the case may be, the amount due. In 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 event, if payment referred to as the “Rescindable Amount”) : (1) the Borrowers have not in fact made such payment, ; (2) the Administrative Agent has made a payment in excess of the amount so paid by the Borrowers (whether or not then owed); or (3) the Administrative Agent has for any reason otherwise erroneously made such payment; then each of the Appropriate Lenders or the L/C-BA C Issuer, as the case may be, severally agrees to repay to the Administrative Agent forthwith on demand the amount Rescindable Amount so distributed to such Lender or the L/C-BA 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. A notice of the Administrative Agent to any Lender or the Borrowers with respect to any amount owing to the Administrative Agent under this subsection clause (b) shall be conclusive, absent manifest error.
Appears in 1 contract
Payments by Borrowers; Presumptions by Administrative Agent. Unless the Administrative Agent shall have received notice from the Borrowing Agent 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-BA C Issuer hereunder that the Borrowers will not make such payment, the Administrative Agent may assume that 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 L/C-BA C Issuer, as the case may be, the amount due. In such event, if the Borrowers have not in fact made such payment, then each of the Appropriate Lenders or the L/C-BA 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-BA 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. A notice of the Administrative Agent to any Lender or the Borrowers any Borrower with respect to any amount owing to the Administrative Agent under this subsection (b) shall be conclusive, absent manifest error.
Appears in 1 contract
Samples: Credit Agreement (Dennys Corp)
Payments by Borrowers; Presumptions by Administrative Agent. Unless the Administrative Agent shall have received notice from the Borrowing Agent 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-BA C Issuer hereunder that the Borrowers such Borrower will not make such payment, the Administrative Agent may assume that the Borrowers have such Borrower has made such payment on such date in accordance herewith and may, in reliance upon such assumption, distribute to the Appropriate Lenders or the L/C-BA C Issuer, as the case may be, the amount due. In such event, if the Borrowers have such Borrower has not in fact made such payment, then each of the Appropriate Lenders or the L/C-BA 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-BA 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 Administrative Agent, at the greater of Overnight Rate. Any such payment by any Lender or the Federal Funds Rate and a rate determined by the Administrative Agent in accordance with banking industry rules on interbank compensationL/C Issuer shall be without prejudice to any claim it may have against any Borrower for failure to make such payment. A notice of the Administrative Agent to any Lender or the Borrowers Borrower with respect to any amount owing to the Administrative Agent under this subsection (b) shall be conclusive, absent manifest error.
Appears in 1 contract
Payments by Borrowers; Presumptions by Administrative Agent. Unless the Administrative Agent shall have received notice from the Borrowing Agent 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-BA C Issuer hereunder that the Borrowers such Borrower will not make such payment, the Administrative Agent may assume that the Borrowers have such Borrower has made such payment on such date in accordance herewith and may, in reliance upon such assumption, distribute to the Appropriate Lenders or the L/C-BA C Issuer, as the case may be, the amount due. In such event, if .
(1) the Borrowers have 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 Appropriate Lenders or the applicable L/C-BA IssuerC Issuers, as the case may be, severally agrees to repay to the Administrative Agent forthwith on demand the amount Rescindable Amount so distributed to such Lender or the such L/C-BA 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 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 the Borrowers Borrower with respect to any amount owing to the Administrative Agent under this subsection (b) shall be conclusive, absent manifest error.
Appears in 1 contract
Samples: Credit Agreement (Watsco Inc)
Payments by Borrowers; Presumptions by Administrative Agent. Unless the Administrative Agent shall have received notice from the Borrowing Agent BorrowersParent Borrower 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-BA Issuer hereunder that the Borrowers will not make such payment, the Administrative Agent may assume that 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 L/C-BA Issuer, as the case may be, the amount due. In such event, if With respect to any payment that the Administrative Agent makes for the account of the Lenders 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 Borrowers have not in fact made such payment, ,; (2) the Administrative Agent has made a payment in excess of the amount so paid by the Borrowers (whether or not then owed); or (3) the Administrative Agent has for any reason otherwise erroneously made such payment; then each of the Appropriate Lenders or the L/C-BA Issuer, as the case may be, severally agrees to repay to the Administrative Agent forthwith on demand demand, the amount amountRescindable Amount so distributed to such Lender or the L/C-BA IssuerLender, 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. A notice of the Administrative Agent to any Lender or the Borrowers BorrowersParent Borrower with respect to any amount owing to the Administrative Agent under this subsection subsectionclause (b) shall be conclusive, absent manifest error.
Appears in 1 contract
Samples: Credit Agreement (Leslie's, Inc.)
Payments by Borrowers; Presumptions by Administrative Agent. (a) Unless the Administrative Agent shall have received notice from the Borrowing Agent applicable Borrower 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-BA Issuer Banks hereunder that the Borrowers such Borrower will not make such payment, the Administrative Agent may assume that the Borrowers have such Borrower has made such payment on such date in accordance herewith and may, in reliance upon such assumption, distribute to the Appropriate Lenders or the L/C-BA Issuer, as the case may be, Banks the amount due. In .
(b) With respect to any payment that the Administrative Agent makes for the account of the Banks hereunder as to which the Administrative Agent determines (which determination shall be conclusive absent manifest error) that any of the following applies (such event, if payment referred to as the Borrowers have “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 Appropriate Lenders or the L/C-BA Issuer, as the case may be, Banks severally agrees to repay to the Administrative Agent forthwith on demand the amount Rescindable Amount so distributed to such Lender or the L/C-BA IssuerBank, 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. A notice of the Administrative Agent to any Lender Bank or the Borrowers any Borrower with respect to any amount owing to the Administrative Agent under this subsection clause (b) shall be conclusive, absent manifest error.
Appears in 1 contract
Samples: Revolving Credit Agreement (Alliancebernstein L.P.)
Payments by Borrowers; Presumptions by Administrative Agent. Unless the Administrative Agent shall have received notice from the Borrowing Agent 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-BA C Issuer hereunder that the Borrowers such Borrower will not make such payment, the Administrative Agent may assume that the Borrowers have such Borrower has made such payment on such date in accordance herewith and may, in reliance upon such assumption, distribute to the Appropriate Lenders or the L/C-BA C Issuer, as the case may be, the amount due. In such event, if .
(1) the Borrowers have 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 Appropriate Lenders or the L/C-BA C Issuer, as the case may be, severally agrees to repay to the Administrative Agent forthwith on demand the amount Rescindable Amount so distributed to such Lender or the L/C-BA 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. A notice of the Administrative Agent to any Lender or the Borrowers Borrower with respect to any amount owing to the Administrative Agent under this subsection clause (b) shall be conclusive, absent manifest error.
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