Common use of Return of Certain Payments Clause in Contracts

Return of Certain Payments. (a) Each Lender and each other Secured Party (other than the Administrative Agent or the Collateral Agent) (any such Lender, other Secured Party or other recipient (and each of their respective successors and assigns), a “Payment Recipient”) hereby agrees that (i) if the Administrative Agent notifies such Payment Recipient that any Agent has determined in its sole discretion that any funds received by such Payment Recipient from any Agent or any of its Affiliates were erroneously or mistakenly transmitted to, or otherwise erroneously or mistakenly received by, such Payment Recipient (whether or not known to such Payment Recipient) (whether as a payment, prepayment or repayment of principal, interest, fees 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 pending its return or repayment as contemplated below in this Section 12.15(a) and held in trust for the benefit of the Administrative Agent, and such Payment Recipient shall promptly, but in no event later than three 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 and (ii) to the extent permitted by applicable law, such Payment Recipient shall not assert any right or claim to the Erroneous Payment, and hereby waives any claim, counterclaim, defense or right of set-off or recoupment with respect to any demand, claim or counterclaim by the Administrative Agent for the return of any Erroneous Payments received, including, without limitation, waiver of any defense based on “discharge for value” or any similar theory or doctrine. A notice of the Administrative Agent to any Payment Recipient under this clause (a) shall be conclusive, absent manifest error.

Return of Certain Payments. (a) Each Lender and each other Secured Party (other than If the Administrative Agent notifies a Lender, or the Collateral Agent) any Person who has received funds on behalf of a Lender (any such Lender, other Secured Party Lender or other recipient (and each of their respective successors and assigns)recipient, a “Payment Recipient”) hereby agrees ), that (i) if the Administrative Agent notifies such Payment Recipient that any 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 any the Administrative Agent or any of its Affiliates were erroneously or mistakenly transmitted to, or otherwise erroneously or mistakenly received by, such Payment Recipient (whether or not known to such Lender or other Payment RecipientRecipient on its behalf) (any such funds, whether received as a payment, prepayment or repayment of principal, interest, fees 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 pending its return or repayment as contemplated below in this Section 12.15(a) and shall be segregated by the Payment Recipient and held in trust for the benefit of the Administrative Agent, and such Lender 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 three 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 and (ii) to the extent permitted by applicable law, such Payment Recipient shall not assert any right or claim to the Erroneous Payment, and hereby waives any claim, counterclaim, defense or right of set-off or recoupment with respect to any demand, claim or counterclaim by the Administrative Agent for the return of any Erroneous Payments received, including, without limitation, waiver of any defense based on “discharge for value” or any similar theory or doctrineeffect. A notice of the Administrative Agent to any Payment Recipient under this clause (a) shall be conclusive, absent manifest error.

Return of Certain Payments. (a) Each Lender and each other Secured Party (other than If the Administrative Agent notifies a Lender, Issuing Bank or the Collateral Agent) Secured Party, or any Person who has received funds on behalf of a Lender, Issuing Bank or Secured Party such Lender or Issuing Bank (any such Lender, other Issuing Bank, Secured Party or other recipient (and each of their respective successors and assigns)recipient, a “Payment Recipient”) hereby agrees that (i) if the Administrative Agent notifies such Payment Recipient that any 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 any the Administrative Agent or any of its Affiliates were erroneously or mistakenly transmitted to, or otherwise erroneously or mistakenly received by, such Payment Recipient (whether or not known to such Lender, Issuing Bank, Secured Party or other Payment RecipientRecipient on its behalf) (any such funds, whether received as a payment, prepayment or repayment of principal, interest, fees 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 pending its return or repayment as contemplated below in this Section 12.15(a) and held in trust for the benefit of the Administrative Agent, and such Lender, Issuing Bank 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 three 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 Overnight Rate and 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 and (ii) to the extent permitted by applicable law, such Payment Recipient shall not assert any right or claim to the Erroneous Payment, and hereby waives any claim, counterclaim, defense or right of set-off or recoupment with respect to any demand, claim or counterclaim by the Administrative Agent for the return of any Erroneous Payments received, including, without limitation, waiver of any defense based on “discharge for value” or any similar theory or doctrineeffect. A notice of the Administrative Agent to any Payment Recipient under this clause (a) shall be conclusive, absent manifest error.

Return of Certain Payments. (a) Each Lender and each other Secured Party (other than If the Administrative Agent notifies a Lender, Issuing Bank or the Collateral Agent) Secured Party, or any Person who has received funds on behalf of a Lender, Issuing Bank or Secured Party such Lender or Issuing Bank (any such Lender, other Issuing Bank, Secured Party or other recipient (and each of their respective successors and assigns)recipient, a “Payment Recipient”) hereby agrees that (i) if the Administrative Agent notifies such Payment Recipient that any 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 any the Administrative Agent or any of its Affiliates were erroneously or mistakenly transmitted to, or otherwise erroneously or mistakenly received by, such Payment Recipient (whether or not known to such Lender, Issuing Bank, Secured Party or other Payment RecipientRecipient on its behalf) (any such funds, whether received as a payment, prepayment or repayment of principal, interest, fees fees, distribution or otherwise; , individually 204 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 pending its return or repayment as contemplated below in this Section 12.15(a) and held in trust for the benefit of the Administrative Agent, and such Lender, Issuing Bank 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 three 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 Overnight Rate and 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 and (ii) to the extent permitted by applicable law, such Payment Recipient shall not assert any right or claim to the Erroneous Payment, and hereby waives any claim, counterclaim, defense or right of set-off or recoupment with respect to any demand, claim or counterclaim by the Administrative Agent for the return of any Erroneous Payments received, including, without limitation, waiver of any defense based on “discharge for value” or any similar theory or doctrineeffect. A notice of the Administrative Agent to any Payment Recipient under this clause (a) shall be conclusive, absent manifest error.

Return of Certain Payments. (ai) Each Lender and each other Secured Party (other than the If Administrative Agent or the Collateral Agent) (notifies any such Lender, other Secured Party Buyer or other recipient (and each of their respective successors and assigns), a “Payment Recipient”) hereby agrees that (i) if the Administrative Agent notifies such Payment Recipient that any Agent has determined in its sole discretion that any funds received by such Payment Recipient Buyer or other recipient from any Administrative Agent or any of its Affiliates were erroneously or mistakenly transmitted to, or otherwise erroneously or mistakenly received by, such Payment Recipient recipient (whether or not known to such Payment Recipientrecipient) (any such funds, whether as a payment, prepayment or repayment of principalany Repurchase Price, interestPrice Differential, Principal Payment, fees or otherwise; , individually and collectively, an “Erroneous Payment” and any such recipient, an “Unintended Recipient”) 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 pending its return or repayment as contemplated below in this Section 12.15(a) and held in trust for the benefit of the Administrative Agent, and such Payment Unintended Recipient shall promptly, but in no event later than three two (2) 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)immediately available funds, 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 Unintended Recipient to the date such amount is repaid to the Administrative Agent in same day immediately available 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 and (ii) to Rate. To the extent permitted by applicable law, such Payment Recipient each party hereto shall not assert any right or claim to the Erroneous Payment, and hereby waives any claim, counterclaim, defense or right of set-off or recoupment with respect to any demand, claim or counterclaim by the Administrative Agent for the return of any Erroneous Payments received, including, including without limitation, limitation waiver of any defense based on “discharge for value” or any similar theory or LEGAL_US_E # 160815361.8 doctrine. A notice of the Administrative Agent to any Payment Unintended Recipient under this clause (aSection 30(d)(i) shall be conclusive, absent manifest error.

Return of Certain Payments. (a) Each Lender and each other Secured Party (other than If the Administrative Agent (x) notifies a Lender or the Collateral Agent) any Person who has received funds on behalf of a Lender (any such Lender, other Secured Party Lender or other recipient (and each of their respective successors and assigns), a “Payment Recipient”) hereby agrees that (i) if the Administrative Agent notifies such Payment Recipient that any Agent has determined in its sole discretion (whether or not after receipt of any notice under immediately succeeding clause (b)) that any funds (as set forth in such notice from the Administrative Agent) received by such Payment Recipient from any the Administrative Agent or any of its Affiliates were erroneously or mistakenly transmitted to, or otherwise erroneously or mistakenly received by, such Payment Recipient (whether or not known to such Lender or other Payment RecipientRecipient on its behalf) (any such funds, whether transmitted or received as a payment, prepayment or repayment of principal, interest, fees fees, distribution or otherwise; , individually and collectively, an “Erroneous Payment”) and (y) demands in writing the return of such Erroneous Payment (or a portion thereof), such Erroneous Payment shall at all times remain the property of the Administrative Agent pending its return or repayment as contemplated below in this Section 12.15(a) 8.14 and held in trust for the benefit of the Administrative Agent, and such Lender 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 three two Business Days thereafterthereafter (or such later date as the Administrative Agent may, in its sole discretion, specify in writing), 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 (except to the extent waived in writing by the Administrative Agent) 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 and (ii) to the extent permitted by applicable law, such Payment Recipient shall not assert any right or claim to the Erroneous Payment, and hereby waives any claim, counterclaim, defense or right of set-off or recoupment with respect to any demand, claim or counterclaim by the Administrative Agent for the return of any Erroneous Payments received, including, without limitation, waiver of any defense based on “discharge for value” or any similar theory or doctrineeffect. A notice of the Administrative Agent to any Payment Recipient under this clause (a) shall be conclusive, absent manifest error.. (b) Without limiting immediately preceding clause (a), each Lender or any Person who has received funds on behalf of a Lender (and each of their respective successors and assigns), agrees that if it receives a payment, prepayment or repayment (whether received as a payment, prepayment or repayment of principal, interest, fees, distribution or otherwise) from the Administrative Agent (or any of its Affiliates) (x) that is in a different amount than, or on a different date from, that specified in this Agreement or in a notice of payment, prepayment or repayment sent by the Administrative Agent (or any of its Affiliates) with respect to such payment, prepayment or repayment, (y) that was not preceded or accompanied by a notice of payment, prepayment or repayment sent by the Administrative Agent (or any of its Affiliates), or (z) that such Lender or other such recipient, otherwise becomes aware was transmitted, or received, in error or by mistake (in whole or in part), then in each such case: (i) it acknowledges and agrees that (A) in the case of immediately preceding clauses (x) or (y), an error and mistake shall be presumed to have been made (absent written confirmation from the Administrative Agent to the contrary) or (B) an error and mistake has been made (in the case of immediately preceding clause (z)), in each case, with respect to such payment, prepayment or repayment; and (ii) such Lender shall use commercially reasonable efforts to (and shall use commercially reasonable efforts to cause any other recipient that receives funds on its respective behalf to) promptly (and, in all events, within one Business Day of its knowledge of the occurrence of any of the circumstances described in immediately preceding clauses (x), (y) and (z)) notify the Administrative Agent of its receipt of such payment, prepayment or repayment, the details thereof (in reasonable detail) and that it is so notifying the Administrative Agent pursuant to this Section 8.14(b). For the avoidance of doubt, the failure to deliver a notice to the Administrative Agent

Return of Certain Payments. (a) Each If the Administrative Agent (x) notifies a 2023 Revolving Credit Lender and each other Secured Party or Letter of Credit Issuer, or any Person (other than the Administrative Agent a Credit Party) who has received funds on behalf of a 2023 Revolving Credit Lender or the Collateral Agent) Letter of Credit Issuer (any such Lender, other Secured Party or other recipient 2023 Revolving Credit Lender Letter of Credit Issuer (and each of their respective successors and assigns), a “Payment Recipient”) hereby agrees that (i) if the Administrative Agent notifies such Payment Recipient that any Agent has determined in its sole discretion (whether or not after receipt of any notice pursuant to clause (b) of this Section 12.16) that any funds (as set forth in such notice from the Administrative Agent) received by such Payment Recipient from any the Administrative Agent or any of its Affiliates were erroneously or mistakenly transmitted to, or otherwise erroneously or mistakenly received by, such Payment Recipient (whether or not known to such 2023 Revolving Credit Lender, Letter of Credit Issuer or other Payment RecipientRecipient on its behalf) (any such funds, whether transmitted or received as a payment, prepayment or repayment of principal, interest, fees fees, distribution or otherwise; , individually and collectively, an “Erroneous Payment”) and (y) demands in writing the return of such Erroneous Payment (or a portion thereof), such Erroneous Payment shall at all times remain the property of the Administrative Agent pending its return or repayment as contemplated below in this Section 12.15(a) 12.16 and held in trust for the benefit of the Administrative Agent, and such 2023 Revolving Credit Lender or Letter of Credit Issuer 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 three two Business Days thereafterthereafter (or such later date as the Administrative Agent may, in its sole discretion, specify in writing), 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 (except to the extent waived in writing by the Administrative Agent) 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 Overnight Rate and a rate determined by the Administrative Agent in accordance with banking industry rules on interbank compensation from time to time in effect and (ii) to the extent permitted by applicable law, such Payment Recipient shall not assert any right or claim to the Erroneous Payment, and hereby waives any claim, counterclaim, defense or right of set-off or recoupment with respect to any demand, claim or counterclaim by the Administrative Agent for the return of any Erroneous Payments received, including, without limitation, waiver of any defense based on “discharge for value” or any similar theory or doctrineeffect. A notice of the Administrative Agent to any Payment Recipient under this clause (a) shall be conclusive, absent manifest error.

Return of Certain Payments. (ai) Each Lender and each other Secured Party (other than the If Administrative Agent or the Collateral Agent) (notifies any such Lender, other Secured Party Buyer or other recipient (and each of their respective successors and assigns), a “Payment Recipient”) hereby agrees that (i) if the Administrative Agent notifies such Payment Recipient that any Agent has determined in its sole discretion that any funds received by such Payment Recipient Buyer or other recipient from any Administrative Agent or any of its Affiliates were erroneously or mistakenly transmitted to, or otherwise erroneously or mistakenly received by, such Payment Recipient recipient (whether or not known to such Payment Recipientrecipient) (any such funds, whether as a payment, prepayment or repayment of principalany Repurchase Price, interestPrice Differential, Principal Payment, fees or otherwise; , individually and collectively, an “Erroneous Payment” and any such recipient, an “Unintended Recipient”) 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 pending its return or repayment as contemplated below in this Section 12.15(a) and held in trust for the benefit of the Administrative Agent, and such Payment Unintended Recipient shall promptly, but in no event later than three two (2) 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)immediately available funds, 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 Unintended Recipient to the date such amount is repaid to the Administrative Agent in same day immediately available 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 and (ii) to Rate. To the extent permitted by applicable law, such Payment Recipient each party hereto shall not assert any right or claim to the Erroneous Payment, and hereby waives any claim, counterclaim, defense or right of set-off or recoupment with respect to any demand, claim or counterclaim by the Administrative Agent for the return of any Erroneous Payments received, including, including without limitation, limitation waiver of any defense based on “discharge for value” or any similar theory or 102 LEGAL_US_E # 160815361.8 doctrine. A notice of the Administrative Agent to any Payment Unintended Recipient under this clause (aSection 30(d)(i) shall be conclusive, absent manifest error.

Return of Certain Payments. (a) Each Lender and each other Secured Party (other than the Administrative Agent or the Collateral Agent) (any such Lender, other Secured Party or other recipient (and each Participant of their respective successors and assigns)any of the foregoing, by its acceptance of a “Payment Recipient”Participation) hereby acknowledges and agrees that (i) if the Administrative Agent notifies such Payment Recipient Lender that any the Administrative Agent has determined in its sole discretion that any funds (or any portion thereof) received by such Payment Recipient Lender (any of the foregoing, a “Recipient”) from any the Administrative Agent (or any of its Affiliates Affiliates) were erroneously or mistakenly transmitted to, or otherwise erroneously or mistakenly received by, such Payment Recipient (whether or not known to such Payment Recipient) (whether as a payment, prepayment or repayment of principal, interest, fees or otherwise; individually and collectively, an a “Erroneous Payment”) and demands the return of such Erroneous Payment (or a portion thereof)Payment, such Erroneous Payment shall at all times remain the property of the Administrative Agent pending its return or repayment as contemplated below in this Section 12.15(a) and held in trust for the benefit of the Administrative Agent, and such Payment Recipient shall promptly, but in no event later than three one Business Days Day thereafter, return to the Administrative Agent the amount of any such Erroneous Payment as to which such a demand was made. A notice of the Administrative Agent to any Recipient under this Section shall be conclusive, absent manifest error. (b) Without limitation of clause (a) above, each Recipient further acknowledges and agrees that if such Recipient receives a Payment from the Administrative Agent (or any of its Affiliates) (x) that is in an amount, or on a date different from the amount and/or date specified in a notice of payment sent by the Administrative Agent (or any of its Affiliates) with respect to such Payment (a “Payment Notice”), (y) that was not preceded or accompanied by a Payment Notice, or (z) that such Recipient otherwise becomes aware was transmitted, or received, in error or by mistake (in whole or in part), in each case, it understands and agrees at the time of receipt of such Payment that an error has been made (and that it is deemed to have knowledge of such error) with respect to such Payment. Each Recipient agrees that, in each such case, it shall promptly notify the Administrative Agent of such occurrence and, upon demand from the Administrative Agent, it shall promptly, but in no event later than one Business Day thereafter, return to the Administrative Agent the amount of any such Payment (or portion thereof) as to which such a demand was made, . (c) Any Payment required to be returned by a Recipient under this Section shall be 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 and (ii) effect. Each Recipient hereby agrees that it shall not assert and, to the fullest extent permitted by applicable law, such Payment Recipient shall not assert permitted by applicable law, hereby waives, any right or claim to the Erroneous retain such Payment, and hereby waives any claim, counterclaim, defense or right of set-off or recoupment with respect or similar right to any demand, claim or counterclaim demand by the Administrative Agent for the return of any Erroneous Payments Payment received, including, including without limitation, waiver of limitation any defense based on “discharge for value” or any similar theory or doctrine. A notice (d) The Borrower and each other Loan Party hereby agrees that the receipt by any Recipient of a Payment shall not pay, prepay, repay, discharge or otherwise satisfy any Obligations owed to such Lender by the Administrative Agent to Borrower or any Payment Recipient under this clause (a) shall be conclusive, absent manifest error.other Loan Party. Section 8.15