Common use of Non-Receipt of Funds by Administrative Agent; Erroneous Payments Clause in Contracts

Non-Receipt of Funds by Administrative Agent; Erroneous Payments. (a) If the Administrative Agent notifies a Lender or Secured Party, or any Person who has received funds on behalf of a Lender or Secured Party (any such Lender, Secured Party or other recipient, a “Payment Recipient”) that the Administrative Agent has determined in its sole discretion (whether or not after receipt of any notice under immediately succeeding clause (b)) that any funds received by such Payment Recipient from the Administrative Agent or any of its Affiliates were erroneously transmitted to, or otherwise erroneously or mistakenly received by, such Payment Recipient (whether or not known to such Lender, Secured Party or other Payment Recipient on its behalf) (any such funds, whether received as a payment, prepayment or repayment of principal, interest, fees, distribution or otherwise, individually and collectively, an “Erroneous Payment”) and demands the return of such Erroneous Payment (or a portion thereof), such Erroneous Payment shall at all times remain the property of the Administrative Agent and shall be segregated by the Payment Recipient and held in trust for the benefit of the Administrative Agent, and such Lender or Secured Party shall (or, with respect to any Payment Recipient who received such funds on its behalf, shall cause such Payment Recipient to) promptly, but in no event later than two Business Days thereafter, return to the Administrative Agent the amount of any such Erroneous Payment (or portion thereof) as to which such a demand was made, in same day funds (in the currency so received), together with interest thereon in respect of each day from and including the date such Erroneous Payment (or portion thereof) was received by such Payment Recipient to the date such amount is repaid to the Administrative Agent in same day funds 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 from time to time in effect. A notice of the Administrative Agent to any Payment Recipient under this clause (a) shall be conclusive, absent manifest error.

Non-Receipt of Funds by Administrative Agent; Erroneous Payments. (a) If the Unless Administrative Agent notifies shall have received notice from a Lender or Secured Party, or any Person who has received funds Borrower (either one as appropriate being the “Payor”) prior to the date on behalf which such Lender is to make payment hereunder to Administrative Agent of the proceeds of a Lender Loan or Secured Party Borrower is to make payment to Administrative Agent, as the case may be (any either such Lender, Secured Party or other recipient, payment being a “Payment RecipientRequired Payment”) ), which notice shall be effective upon receipt, that the Payor will not make the Required Payment in full to Administrative Agent, Administrative Agent may assume that the Required Payment has determined been made in full to Administrative Agent on such date, and Administrative Agent in its sole discretion (whether or may, but shall not after receipt of any notice under immediately succeeding clause (b)) that any funds received by such Payment Recipient from the Administrative Agent or any of its Affiliates were erroneously transmitted be obligated to, or otherwise erroneously or mistakenly received byin reliance upon such assumption, make the amount thereof available to the intended recipient on such date. If and to the extent the Payor shall not have in fact so made the Required Payment Recipient (whether or not known in full to such Lender, Secured Party or other Payment Recipient on its behalf) (any such funds, whether received as a payment, prepayment or repayment of principal, interest, fees, distribution or otherwise, individually and collectively, an “Erroneous Payment”) and demands the return of such Erroneous Payment (or a portion thereof), such Erroneous Payment shall at all times remain the property of the Administrative Agent and shall be segregated by the Payment Recipient and held in trust for the benefit of the Administrative Agent, and the recipient of such Lender or Secured Party payment shall (or, with respect repay to any Payment Recipient who received such funds on its behalf, shall cause such Payment Recipient to) promptly, but in no event later than two Business Days thereafter, return to the Administrative Agent the forthwith on demand such amount of any such Erroneous Payment (or portion thereof) as made available to which such a demand was made, in same day funds (in the currency so received), it together with interest thereon in respect of thereon, for each day from and including the date such Erroneous Payment (or portion thereof) was received by such Payment Recipient to the date such amount is repaid to the was so made available by Administrative Agent until the date Administrative Agent recovers such amount, at (i) in same day funds at the case of 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 from time to time in effecteffect and (ii) in the case of the Borrower, (x) with respect to Term SOFR Borrowings, the interest rate applicable to Term SOFR Loans having an Interest Period of one month’s duration, (y) with respect to Eurocurrency Borrowings, the interest rate applicable to Eurocurrency Loans having an Interest Period of one month’s duration and (z) with respect to Borrowings denominated in Pounds Sterling or, Swiss Francs or, following a Benchmark Transition Event with respect to Term XXXXX, Canadian Dollars, the interest rate applicable to RFR Loans denominated in such Currency, as applicable. A notice of (b) (i) Each Lender hereby agrees that (x) if the Administrative Agent notifies such Lender that the Administrative Agent has determined in its sole discretion that any funds received by such Xxxxxx from the Administrative Agent or any of its Affiliates (whether as a payment, prepayment or repayment of principal, interest, fees or otherwise; individually and collectively, a “Payment”) were erroneously transmitted to any Payment Recipient under this clause such Lender (a) shall be conclusive, absent manifest error.whether or not known

Non-Receipt of Funds by Administrative Agent; Erroneous Payments. (a) If the Unless Administrative Agent notifies shall have received notice from a Lender or Secured Party, or any Person who has received funds Borrower (either one as appropriate being the “Payor”) prior to the date on behalf which such Lender is to make payment hereunder to Administrative Agent of the proceeds of a Lender Loan or Secured Party Borrower is to make payment to Administrative Agent, as the case may be (any either such Lender, Secured Party or other recipient, payment being a “Payment RecipientRequired Payment”) ), which notice shall be effective upon receipt, that the Payor will not make the Required Payment in full to Administrative Agent, Administrative Agent may assume that the Required Payment has determined been made in full to Administrative Agent on such date, and Administrative Agent in its sole discretion (whether or may, but shall not after receipt of any notice under immediately succeeding clause (b)) that any funds received by such Payment Recipient from the Administrative Agent or any of its Affiliates were erroneously transmitted be obligated to, or otherwise erroneously or mistakenly received byin reliance upon such assumption, make the amount thereof available to the intended recipient on such date. If and to the extent the Payor shall not have in fact so made the Required Payment Recipient (whether or not known in full to such Lender, Secured Party or other Payment Recipient on its behalf) (any such funds, whether received as a payment, prepayment or repayment of principal, interest, fees, distribution or otherwise, individually and collectively, an “Erroneous Payment”) and demands the return of such Erroneous Payment (or a portion thereof), such Erroneous Payment shall at all times remain the property of the Administrative Agent and shall be segregated by the Payment Recipient and held in trust for the benefit of the Administrative Agent, and the recipient of such Lender or Secured Party payment shall (or, with respect repay to any Payment Recipient who received such funds on its behalf, shall cause such Payment Recipient to) promptly, but in no event later than two Business Days thereafter, return to the Administrative Agent the forthwith on demand such amount of any such Erroneous Payment (or portion thereof) as made available to which such a demand was made, in same day funds (in the currency so received), it together with interest thereon in respect of thereon, for each day from and including the date such Erroneous Payment (or portion thereof) was received by such Payment Recipient to the date such amount is repaid to the was so made available by Administrative Agent until the date Administrative Agent recovers such amount, at (i) in same day funds at the case of 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 from time to time in effect. A notice effect and (ii) in the case of the Administrative Agent Borrower, (x) with respect to any Payment Recipient under this clause Term SOFR Borrowings, the interest rate applicable to Term SOFR Loans having an Interest Period of one month’s duration, (ay) shall be conclusivewith respect to Eurocurrency Borrowings, absent manifest errorthe interest rate applicable to Eurocurrency Loans having an Interest Period of one month’s duration and (z) with respect to Borrowings denominated in Pounds Sterling or Swiss Francs, the interest rate applicable to RFR Loans denominated in such Currency, as applicable.

Non-Receipt of Funds by Administrative Agent; Erroneous Payments. (a) If the Unless Administrative Agent notifies shall have received notice from a Lender or Secured Party, or any Person who has received funds Borrower (either one as appropriate being the “Payor”) prior to the date on behalf which such Lender is to make payment hereunder to Administrative Agent of the proceeds of a Lender Loan or Secured Party Borrower is to make payment to Administrative Agent, as the case may be (any either such Lender, Secured Party or other recipient, payment being a “Payment RecipientRequired Payment”) ), which notice shall be effective upon receipt, that the Payor will not make the Required Payment in full to Administrative Agent, Administrative Agent may assume that the Required Payment has determined been made in full to Administrative Agent on such date, and Administrative Agent in its sole discretion (whether or may, but shall not after receipt of any notice under immediately succeeding clause (b)) that any funds received by such Payment Recipient from the Administrative Agent or any of its Affiliates were erroneously transmitted be obligated to, or otherwise erroneously or mistakenly received byin reliance upon such assumption, make the amount thereof available to the intended recipient on such date. If and to the extent the Payor shall not have in fact so made the Required Payment Recipient (whether or not known in full to such Lender, Secured Party or other Payment Recipient on its behalf) (any such funds, whether received as a payment, prepayment or repayment of principal, interest, fees, distribution or otherwise, individually and collectively, an “Erroneous Payment”) and demands the return of such Erroneous Payment (or a portion thereof), such Erroneous Payment shall at all times remain the property of the Administrative Agent and shall be segregated by the Payment Recipient and held in trust for the benefit of the Administrative Agent, and the recipient of such Lender or Secured Party payment shall (or, with respect repay to any Payment Recipient who received such funds on its behalf, shall cause such Payment Recipient to) promptly, but in no event later than two Business Days thereafter, return to the Administrative Agent the forthwith on demand such amount of any such Erroneous Payment (or portion thereof) as made available to which such a demand was made, in same day funds (in the currency so received), it together with interest thereon in respect of thereon, for each day from and including the date such Erroneous Payment (or portion thereof) was received by such Payment Recipient to the date such amount is repaid to the was so made available by Administrative Agent until the date Administrative Agent recovers such amount, at (i) in same day funds at the case of 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 from time to time in effect. A notice effect and (ii) in the case of the Administrative Agent Borrower, (x) with respect to any Payment Recipient under this clause Term SOFR Borrowings, the interest rate applicable to Term SOFR Loans having an Interest Period of one month’s duration, (ay) shall be conclusivewith respect to Eurocurrency Borrowings, absent manifest error.the interest rate applicable to Eurocurrency Loans having an Interest Period of one month’s duration and (yz) with respect to Borrowings denominated in Pounds Sterling or Swiss Francs, the interest rate applicable to RFR Loans denominated in such Currency, as applicable. 158

Non-Receipt of Funds by Administrative Agent; Erroneous Payments. (a) If the Unless Administrative Agent notifies shall have received notice from a Lender or Secured Party, or any Person who has received funds Borrower (either one as appropriate being the “Payor”) prior to the date on behalf which such Lender is to make payment hereunder to Administrative Agent of the proceeds of a Lender Loan or Secured Party Borrower is to make payment to Administrative Agent, as the case may be (any either such Lender, Secured Party or other recipient, payment being a “Payment RecipientRequired Payment”) ), which notice shall be effective upon receipt, that the Payor will not make the Required Payment in full to Administrative Agent, Administrative Agent may assume that the Required Payment has determined been made in full to Administrative Agent on such date, and Administrative Agent in its sole discretion (whether or may, but shall not after receipt of any notice under immediately succeeding clause (b)) that any funds received by such Payment Recipient from the Administrative Agent or any of its Affiliates were erroneously transmitted be obligated to, or otherwise erroneously or mistakenly received byin reliance upon such assumption, make the amount thereof available to the intended recipient on such date. If and to the extent the Payor shall not have in fact so made the Required Payment Recipient (whether or not known in full to such Lender, Secured Party or other Payment Recipient on its behalf) (any such funds, whether received as a payment, prepayment or repayment of principal, interest, fees, distribution or otherwise, individually and collectively, an “Erroneous Payment”) and demands the return of such Erroneous Payment (or a portion thereof), such Erroneous Payment shall at all times remain the property of the Administrative Agent and shall be segregated by the Payment Recipient and held in trust for the benefit of the Administrative Agent, and the recipient of such Lender or Secured Party payment shall (or, with respect repay to any Payment Recipient who received such funds on its behalf, shall cause such Payment Recipient to) promptly, but in no event later than two Business Days thereafter, return to the Administrative Agent the forthwith on demand such amount of any such Erroneous Payment (or portion thereof) as made available to which such a demand was made, in same day funds (in the currency so received), it together with interest thereon in respect of thereon, for each day from and including the date such Erroneous Payment (or portion thereof) was received by such Payment Recipient to the date such amount is repaid to the was so made available by Administrative Agent until the date Administrative Agent recovers such amount, at (i) in same day funds at the case of 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 from time to time in effecteffect and (ii) in the case of the Borrower, (x) with respect to Term SOFR Borrowings, the interest rate applicable to Term SOFR Loans having an Interest Period of one month’s duration, (y) with respect to Eurocurrency Borrowings, the interest rate applicable to Eurocurrency Loans having an Interest Period of one month’s duration and (z) with respect to Borrowings denominated in Pounds Sterling or, Swiss Francs or, following a Benchmark Transition Event with respect to Term XXXXX, Canadian Dollars, the interest rate applicable to RFR Loans denominated in such Currency, as applicable. A notice of (b) (i) Each Lender hereby agrees that (x) if the Administrative Agent notifies such Lender that the Administrative Agent has determined in its sole discretion that any funds received by such Lender from the Administrative Agent or any of its Affiliates (whether as a payment, prepayment or repayment of principal, interest, fees or otherwise; individually and collectively, a “Payment”) were erroneously transmitted to any such Lender (whether or not known to such Lender), and demands the return of such Payment Recipient under this clause (a) or a portion thereof), such Lender shall be conclusivepromptly, absent manifest error.but in no event later than two Business Days thereafter, return to the 156