Common use of Presumptions by Administrative Agent Clause in Contracts

Presumptions by Administrative Agent. Unless the Administrative Agent shall have received notice from the Borrower prior to the date on which any payment is due to the Administrative Agent for the account of the Lenders or the Issuing Lender hereunder that the Borrower will not make such payment, the Administrative Agent may assume that the Borrower has made such payment on such date in accordance herewith and may, in reliance upon such assumption, distribute to the Lenders or the Issuing Lender, as the case may be, the amount due. In such event, if the Borrower has not in fact made such payment, then each of the Lenders or the 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 Issuing Lender, 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. Interest Payment Dates. Interest on Loans to which the Base Rate Option applies shall be due 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, if 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).

Presumptions by Administrative Agent. Unless the the(v) Administrative Agent shall have received notice from the 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 Issuing Lender L/C Issuers hereunder that the Borrower Borrowers will not make such payment, the Administrative Agent may assume that the Borrower has Borrowers have made such payment on such date in accordance herewith and may, in reliance upon such assumption, distribute to the Lenders or the Issuing Lenderapplicable L/C Issuer, as the case may be, the amount due. In such event, if the Borrower has Borrowers have not in fact made such payment, then each of the Lenders or the Issuing Lenderapplicable L/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 Issuing Lendersuch 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 Effective Rate and a rate determined by the Administrative Agent in accordance with banking industry rules on interbank compensation. Interest Payment Dates. Interest on Loans A notice of the Administrative Agent to which any Lender or the Base Rate Option applies U.S. Borrower with respect to any amount owing under this subsection (b) shall be due 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 payable such funds are not made available to the Borrowers by the Administrative Agent because the conditions to the applicable Credit Extension set forth in arrears on each Payment Date. Interest on Loans 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 which the LIBOR Rate Option applies shall be due and payable on the last day of each Interest Period for those Loans and, if 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)Lender without interest.

Presumptions by Administrative Agent. Unless the Administrative Agent shall have received notice from the Borrower 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 Issuing Revolving Advance that such Lender hereunder that the Borrower will not make available to Administrative Agent such paymentLender’s Commitment Percentage of such Revolving Advance, the Administrative Agent may assume that the Borrower 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 Issuing Lender, as the case may be, the amount dueBorrower a corresponding amount. In such event, if the Borrower a Lender has not in fact made such paymentits share of the applicable Revolving Advance available to Administrative Agent, then each of the Lenders or the Issuing Lender, as the case may be, applicable Lender and Borrowers severally agrees agree to repay pay to the Administrative Agent forthwith on demand the such corresponding amount so distributed to such Lender or the Issuing Lender, 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. Interest Payment DatesIf such Lender pays its share of the applicable Revolving Advance to Administrative Agent, then the amount so paid shall constitute such Lender’s Revolving Advance. Interest on Loans to which the Base Rate Option applies Any payment by Borrowers shall be due and payable in arrears on each Payment Date. Interest on Loans without prejudice to which any claim the LIBOR Rate Option applies Borrowers may have against a Lender that shall be due and payable on the last day of each Interest Period for those Loans and, if have failed to make 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)payment to Administrative Agent.

Presumptions by Administrative Agent. Unless the Administrative Agent shall have received notice from the Borrower 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 Issuing Lender hereunder that the Borrower will not make such paymentLoan, the Administrative Agent may assume that the Borrower 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 Issuing Lender, as the case may be, the amount dueBorrower a corresponding amount. In such event, if the Borrower a Lender has not in fact made such paymentits share of the applicable Loan available to the Administrative Agent, then each of the Lenders or applicable Lender and the Issuing Lender, as the case may be, Borrower severally agrees agree to repay pay to the Administrative Agent forthwith on demand the such corresponding amount so distributed to such Lender or the Issuing Lender, 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 compensation. Interest Payment Dates. Interest on compensation and (ii) in the case of a payment to be made by the Borrower, the interest rate applicable to Loans to which under the Base Rate Option applies Option. If such Lender pays its share of the applicable Loan to the Administrative Agent, then the amount so paid shall constitute such Lender's Loan. Any payment by the Borrower shall be due and payable in arrears on each Payment Date. Interest on Loans without prejudice to which any claim the LIBOR Rate Option applies Borrower may have against a Lender that shall be due and payable on have failed to make such payment to the last day of each Interest Period for those Loans and, if 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)Administrative Agent.

Presumptions by Administrative Agent. Unless the Administrative Agent shall have received notice from the Borrower Borrowers prior to the date on which any payment is due to the Administrative Agent for the account of the Lenders or the Issuing Lender L/C Issuer hereunder that the Borrower Borrowers will not make such payment, the Administrative Agent may assume that the Borrower has Borrowers have made such payment on such date in accordance herewith and may, in reliance upon such assumption, distribute to the Lenders or the Issuing LenderL/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 Borrower has “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 Issuing LenderL/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 Issuing LenderL/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. Interest Payment Dates. Interest on Loans A notice of the Administrative Agent to which any Lender or the Base Rate Option applies Borrower with respect to any amount owing under this clause (b) shall be due 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 andconclusive, if 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)absent manifest error.

Presumptions by Administrative Agent. (c) Unless the Administrative Agent shall have received notice from the Borrower prior to the date on which any payment is due to the Administrative Agent for the account of the Lenders or the Issuing Lender L/C Issuer hereunder that the Borrower will not make such payment, the Administrative Agent may assume that the Borrower has made such payment on such date in accordance herewith and may, in reliance upon such assumption, distribute to the Lenders or the Issuing LenderL/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 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 Lenders or the Issuing LenderL/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 Issuing LenderL/C Issuer, in Same Day Funds with interest thereon, for each day from and including the date such amount is distributed to it to but excluding the date of payment to the 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. Interest Payment Dates. Interest on Loans A notice of the Administrative Agent to which any Lender or the Base Rate Option applies Borrower with respect to any amount owing under this subsection (b) shall be due 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 payable in arrears on each Payment Date. Interest on Loans such funds are not made available to which the LIBOR Rate Option applies shall be due and payable on the last day of each Interest Period for those Loans and, if 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).Borrower by [Credit Agreement]