Common use of Presumptions by Administrative Agent Clause in Contracts

Presumptions by Administrative Agent. Unless the Administrative Agent shall have received notice from the Borrowers prior to the date on which any payment is due to the Administrative Agent for the account of the Lenders or the L/C Issuer hereunder that 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 Lenders or the L/C Issuer, as the case may be, the amount due. With respect to any payment that the Administrative Agent makes for the account of the Lenders or the L/C Issuer hereunder as to which the Administrative Agent determines (which determination shall be conclusive absent manifest error) that any of the following applies (such payment referred to as the “Rescindable Amount”) : (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 Lenders or the L/C Issuer, as the case may be, severally agrees to repay to the Administrative Agent forthwith on demand the Rescindable Amount so distributed to such Lender or the L/C Issuer, in immediately available funds with interest thereon, for each day from and including the date such amount is distributed to it to but excluding the date of payment to the Administrative Agent, at the greater of the Federal Funds Rate and a rate determined by the Administrative Agent in accordance with banking industry rules on interbank compensation. A notice of the Administrative Agent to any Lender or the Borrower with respect to any amount owing under this clause (b) shall be conclusive, absent manifest error.

Presumptions by Administrative Agent. Unless the Administrative Agent shall have received notice from the Borrowers a Lender prior to the proposed date on which of any payment is due Loan that such Lender will not make available to the Administrative Agent for the account such Lender's share of the Lenders or the L/C Issuer hereunder that the Borrowers will not make such paymentLoan, the Administrative Agent may assume that the Borrowers have such Lender has made such payment share available on such date in accordance herewith with Section 2.6.1[Making Revolving Credit Loans] and may, in reliance upon such assumption, distribute make available to the Lenders or the L/C IssuerBorrower a corresponding amount. In such event, as the case may be, the amount due. With respect to any payment that the Administrative Agent makes for the account of the Lenders or the L/C Issuer hereunder as to which the Administrative Agent determines (which determination shall be conclusive absent manifest error) that any of the following applies (such payment referred to as the “Rescindable Amount”) : (1) the Borrowers have if a Lender has not in fact made such payment; (2) its share of the applicable Loan available to the Administrative Agent has made a payment in excess of Agent, then the amount so paid by applicable Lender and 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 Lenders or the L/C Issuer, as the case may be, Borrower severally agrees agree to repay pay to the Administrative Agent forthwith on demand the Rescindable Amount so distributed to such Lender or the L/C Issuer, in immediately available funds corresponding amount with interest thereon, for each day from and including the date such amount is distributed made available to it the Borrower to but excluding the date of payment to the Administrative Agent, at (i) in the case of a payment to be made by such Lender, the greater of the Federal Funds Effective Rate and a rate determined by the Administrative Agent in accordance with banking industry rules on interbank compensationcompensation and (ii) in the case of a payment to be made by the Borrower, the interest rate applicable to Loans under the Base Rate Option. A notice If such Lender pays its share of the applicable Loan to the Administrative Agent Agent, then the amount so paid shall constitute such Lender's Loan. Any payment by the Borrower shall be without prejudice to any Lender or claim the Borrower with respect may have against a Lender that shall have failed to any amount owing under this clause (b) shall be conclusive, absent manifest errormake such payment to the Administrative Agent.

Presumptions by Administrative Agent. Unless the Administrative Agent shall have received notice from the Borrowers a Lender prior to the proposed date on which of any payment is due to the Administrative Agent for the account of the Lenders or the L/C Issuer hereunder Revolving Advance that the Borrowers such Lender will not make available to Administrative Agent such paymentLender’s Commitment Percentage of such Revolving Advance, the Administrative Agent may assume that the Borrowers have such Lender has made such payment share available on such date in accordance herewith with Section 2.20(c)(i) and may, in reliance upon such assumption, distribute make available to the Lenders or the L/C IssuerBorrower a corresponding amount. In such event, as the case may be, the amount due. With respect to any payment that the Administrative Agent makes for the account of the Lenders or the L/C Issuer hereunder as to which the Administrative Agent determines (which determination shall be conclusive absent manifest error) that any of the following applies (such payment referred to as the “Rescindable Amount”) : (1) the Borrowers have if a Lender has not in fact made such payment; (2) the Administrative Agent has made a payment in excess its share of the amount so paid by applicable Revolving Advance available to Administrative Agent, then the applicable Lender and Borrowers (whether or not then owed); or (3) the Administrative agent has for any reason otherwise erroneously made such payment; then each of the Lenders or the L/C Issuer, as the case may be, severally agrees agree to repay pay to the Administrative Agent forthwith on demand the Rescindable Amount so distributed to such Lender or the L/C Issuer, in immediately available funds corresponding amount with interest thereon, for each day from and including the date such amount is distributed made available to it Borrowers to but excluding the date of payment to the Administrative Agent, at (i) in the case of a payment to be made by such Lender, 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, and (ii) in the case of a payment to be made by Borrowers, the interest rate applicable to Revolving Advances consisting of Domestic Rate Loans. A notice If such Lender pays its share of the applicable Revolving Advance to Administrative Agent Agent, then the amount so paid shall constitute such Lender’s Revolving Advance. Any payment by Borrowers shall be without prejudice to any claim the Borrowers may have against a Lender or the Borrower with respect that shall have failed to any amount owing under this clause (b) shall be conclusive, absent manifest errormake such payment to Administrative Agent.

Presumptions by Administrative Agent. Unless the the(v) Administrative Agent shall have received notice from the Borrowers U.S. 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 Issuer 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 Lenders or the applicable L/C Issuer, as the case may be, the amount due. 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 (In such payment referred to as the “Rescindable Amount”) : (1) event, if 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 Lenders or the applicable L/C Issuer, as the case may be, severally agrees to repay to the Administrative Agent forthwith on demand the Rescindable Amount amount so distributed to such Lender or the such L/C Issuer, in immediately available funds with interest thereon, for each day from and including the date such amount is distributed to it to but excluding the date of payment to the 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 U.S. Borrower with respect to any amount owing under this clause subsection (b) shall be conclusive, absent manifest error. -123- CG&R Draft Current date: 03/02/2023 10:05 AM 63515514v23CG&R Draft Current date: 03/01/2023 4:17 PM 70014411v6 Failure to Satisfy Conditions Precedent. If any Lender makes available to the Administrative(c) Agent funds for any Loan to be made by such Lender as provided in the foregoing provisions of this Article II, and such funds are not made available to the Borrowers by the Administrative Agent because the conditions to the applicable Credit Extension set forth in Article IV are not satisfied or waived in accordance with the terms hereof, the Administrative Agent shall return such funds (in like funds as received from such Lender) to such Lender without interest.

Presumptions by Administrative Agent. (c) Unless the Administrative Agent shall have received notice from the Borrowers Borrower prior to the date on which any payment is due to the Administrative Agent for the account of the Lenders or the L/C Issuer hereunder that 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 Lenders or the L/C Issuer, as the case may be, the amount due. With respect to any payment that the Administrative Agent makes for the account of the Lenders or the L/C Issuer hereunder as to which the Administrative Agent determines (which determination shall be conclusive absent manifest error) that any of the following applies (such payment referred to as the “Rescindable Amount”) : ): (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 Borrowers Borrower (whether or not then owed); or (3) the Administrative agent has for any reason otherwise erroneously made such payment; then each of the Lenders or the L/C Issuer, as the case may be, severally agrees to repay to the Administrative Agent forthwith on demand the Rescindable Amount so distributed to such Lender or the L/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 Borrower with respect to any amount owing under this clause subsection (b) shall be conclusive, absent manifest error.. Failure to Satisfy Conditions Precedent. If any Lender makes available to(d) the Administrative Agent funds for any Loan to be made by such Lender as provided in the foregoing provisions of this Article 2, and such funds are not made available to the Borrower by [Credit Agreement]

Presumptions by Administrative Agent. Unless the Administrative Agent shall have received notice from the Borrowers Borrower prior to the date on which any payment is due to the Administrative Agent for the account of the Lenders or the L/C Issuer Issuing Lender 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 Lenders or the L/C IssuerIssuing Lender, as the case may be, the amount due. With respect to any payment that In such event, if the Administrative Agent makes for the account of the Lenders or the L/C Issuer hereunder as to which the Administrative Agent determines (which determination shall be conclusive absent manifest error) that any of the following applies (such payment referred to as the “Rescindable Amount”) : (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 Borrowers (whether or not then owed); or (3) the Administrative agent has for any reason otherwise erroneously made such payment; , then each of the Lenders or the L/C IssuerIssuing Lender, as the case may be, severally agrees to repay to the Administrative Agent forthwith on demand the Rescindable Amount amount so distributed to such Lender or the L/C 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 Interest Payment Dates. Interest on Loans to which the Administrative Agent to any Lender or the Borrower with respect to any amount owing under this clause (b) Base Rate Option applies shall be conclusivedue and payable in arrears on each Payment Date. Interest on Loans to which the LIBOR Rate Option applies shall be due and payable on the last day of each Interest Period for those Loans and, absent manifest errorif such Interest Period is longer than three (3) Months, also on the 90th day of such Interest Period. Interest on the principal amount of each Loan or other monetary Obligation shall be due and payable on demand after such principal amount or other monetary Obligation becomes due and payable (whether on the stated Expiration Date, upon acceleration or otherwise).