Common use of Return of Payments Clause in Contracts

Return of Payments. (i) If either Appropriate Agent pays an amount to a Lender under this Agreement in the belief or expectation that a related payment has been or will be received by such Agent from Borrowers and such related payment is not received by such Agent, then such Agent will be entitled to recover such amount from such Lender on demand without setoff, counterclaim or deduction of any kind. (ii) If either Appropriate Agent determines at any time that any amount received by such Agent under this Agreement must be returned to any Borrower or paid to any other Person pursuant to any insolvency law or otherwise, then, notwithstanding any other term or condition of this Agreement or any other Loan Document, such Agent will not be required to distribute any portion thereof to any Lender. In addition, each Lender will repay to such Agent on demand any portion of such amount that such Agent has distributed to such Lender, together with interest at such rate, if any, as such Agent is required to pay to any Borrower or such other Person, without setoff, counterclaim or deduction of any kind.

Return of Payments. (i) If either Appropriate the Agent pays an amount to a Lender under this Agreement in the belief or expectation that a related payment has been or will be received by such the Agent from the Borrowers and such related payment is not received by such the Agent, then such the Agent will be entitled to recover such amount from such Lender on demand without setoff, counterclaim counterclaim, withholding or deduction of any kind. (ii) If either Appropriate the Agent determines at any time that any amount received by such the Agent under this Agreement must be returned to any Borrower Credit Party or paid to any other Person pursuant to any insolvency law or otherwise, then, notwithstanding any other term or condition of this Agreement or any other Loan Document, such the Agent will not be required to distribute any portion thereof to any Lender. In addition, each Lender will repay to such the Agent on demand any portion of such amount that such the Agent has distributed to such Lender, together with interest at such rate, if any, as such the Agent is required to pay to any Borrower or such other Person, without setoff, counterclaim counterclaim, withholding or deduction of any kind, and Agent will be entitled to set-off against future distributions to such Lender any such amounts (with interest) that are not repaid on demand.

Return of Payments. (i) If either Appropriate the Agent pays an amount to a Lender under this Agreement in the belief or expectation that a related payment has been or will be received by such the Agent from the Borrowers and such related payment is not received by such the Agent, then such the Agent will be entitled to recover such amount from such Lender on demand without setoffset-off, counterclaim or deduction of any kind. (ii) If either Appropriate the Agent determines at any time that any amount received by such the Agent under this Agreement or any other Loan Document must be returned to any Borrower Credit Party or paid to any other Person pursuant to any insolvency law or otherwise, then, notwithstanding any other term or condition of this Agreement or any other Loan Document, such the Agent will not be required to distribute any portion thereof to any Lender. In addition, each Lender will repay to such the Agent on demand any portion of such amount that such the Agent has distributed to such Lender, together with interest at such rate, if any, as such the Agent is required to pay to any Borrower the Borrowers or such other Person, without setoffset-off, counterclaim or deduction of any kind, and the Agent will be entitled to set-off against future distributions to such Lender any such amounts (with interest) that are not repaid on demand.

Return of Payments. (i) If either Appropriate Agent pays an amount to a Lender under this Agreement in the belief or expectation that a related payment has been or will be received by such Agent from Borrowers and such related payment is not received by such Agent, then such Agent will be entitled to recover such amount from such Lender on demand without setoff, counterclaim or deduction of any kind. (ii) If either Appropriate any Agent determines at any time that any amount received by such any Agent under this Agreement must be returned to any Borrower or paid to any other Person pursuant to any insolvency law or otherwise, then, notwithstanding any other term or condition of this Agreement or any other Loan Document, such the Applicable Agent will not be required to distribute any portion thereof to any Lender. In addition, each Lender will repay to such the Applicable Agent on demand any portion of such amount that such the Applicable Agent has distributed to such Lender, together with interest at such rate, if any, as such the Applicable Agent is required to pay to any Borrower or such other Person, without setoff, counterclaim or deduction of any kind.

Return of Payments. (i) If either Appropriate Agent pays an amount to a Lender under this Agreement in the belief or expectation that a related payment has been or will be received by such Agent from Borrowers Borrower and such related payment is not received by such Agent, then such Agent will be entitled to recover such amount (including interest accruing on such amount at the rate otherwise applicable to such Obligation) from such Lender on demand without setoff, counterclaim or deduction of any kind. (ii) If either Appropriate Agent determines at any time that any amount received by such Agent under this Agreement any Loan Document must be returned to any Borrower Borrowers or paid to any other Person pursuant to any insolvency law or otherwise, then, notwithstanding any other term or condition of this Agreement or any other Loan Document, such Agent will not be required to distribute any portion thereof to any Lender. In addition, each Lender will repay to such Agent on demand any portion of such amount that such Agent has distributed to such Lender, together with interest at such rate, if any, as such Agent is required to pay to any Borrower Borrowers or such other Person, without setoff, counterclaim or deduction of any kind.

Return of Payments. (i) If either Appropriate the Agent pays an amount to a Lender under this Agreement in the belief or expectation that a related payment has been or will be received by such the Agent from Borrowers the Borrower and such related payment is not received by such the Agent, then such the Agent will be entitled to recover such amount from such Lender on demand without setoff, counterclaim or deduction of any kind. (ii) If either Appropriate the Agent determines at any time that any amount received by such the Agent under this Agreement or any other Loan Document must be returned to any Borrower Credit Party or paid to any other Person pursuant to any insolvency law or otherwise, then, notwithstanding any other term or condition of this Agreement or any other Loan Document, such the Agent will not be required to distribute any portion thereof to any Lender. In addition, each Lender will repay to such the Agent on demand any portion of such amount that such the Agent has distributed to such Lender, together with interest at such rate, if any, as such the Agent is required to pay to any the Borrower or such other Person, without setoff, counterclaim or deduction of any kind, and the Agent will be entitled to set-off against future distributions to such Lender any such amounts (with interest) that are not repaid on demand.

Return of Payments. (i) If either Appropriate Agent pays an amount to a Lender under this Agreement in the belief or expectation that a related payment has been or will be received by such Agent from Borrowers any Borrower and such related payment is not received by such Agent, then such Agent will be entitled to recover such amount from such Lender on demand without setoff, counterclaim or deduction of any kind, together with interest accruing on a daily basis at the Federal Funds Rate. (ii) If either Appropriate Agent determines at any time that any amount received by such Agent under or in connection with this Agreement must be returned to any Borrower or other Credit Party or paid to any other Person pursuant to any insolvency law or otherwise, then, notwithstanding any other term or condition of this Agreement or any other Loan Financing Document, such Agent will not be required to distribute any portion thereof to any Lender. In addition, each Lender will repay to such Agent on demand any portion of such amount that such Agent has distributed to such Lender, together with interest at such rate, if any, as such Agent is required to pay to any Borrower such Credit Party or such other Person, without setoff, counterclaim or deduction of any kind.

Return of Payments. (i) If either Appropriate Agent pays an amount to a Lender or Term Loan D Lender under this Agreement in the belief or expectation that a related payment has been or will be received by such Agent from Borrowers any Credit Party and such related payment is not received by such Agent, then such Agent will be entitled to recover such amount from such Lender on demand or Term Loan D Lender without setoffset-off, counterclaim or deduction of any kind. (ii) If either Appropriate Agent determines at any time that any amount received by such Agent under this Agreement must be returned to any Borrower Credit Party or paid to any other Person pursuant to any insolvency law Debtor Relief Law or otherwise, then, notwithstanding any other term or condition of this Agreement or any other Loan DocumentAgreement, such Agent will not be required to distribute any portion thereof to any Lender or Term Loan D Lender. In addition, each Lender and Term Loan D Lender will repay to such Agent on demand any portion of such amount that such Agent has distributed to such Lender or Term Loan D Lender, together with interest at such rate, if any, as such Agent is required to pay to any Borrower Borrowers or such other Person, without setoffset-off, counterclaim or deduction of any kind.

Return of Payments. (i) If either Appropriate the Agent pays an amount to a Lender under this Agreement in the belief or expectation that a related payment has been or will be received by such Agent from the Borrowers and such related payment is not received by such the Agent, then such the Agent will be entitled to recover such amount from such Lender on demand without setoff, counterclaim or deduction of any kind. (ii) If either Appropriate the Agent determines at any time that any amount received by such the Agent under this Agreement or any other Loan Document must be returned to any Borrower Credit Party or paid to any other Person pursuant to any insolvency law or otherwise, then, notwithstanding any other term or condition of this Agreement or any other Loan Document, such the Agent will not be required to distribute any portion thereof to any Lender. In addition, each Lender will repay to such the Agent on demand any portion of such amount that such the Agent has distributed to such Lender, together with interest at such rate, if any, as such the Agent is required to pay to any Borrower the Borrowers or such other Person, without setoff, counterclaim or deduction of any kind, and the Agent will be entitled to set-off against future distributions to such Lender any such amounts (with interest) that are not repaid on demand.

Return of Payments. (i) If either Appropriate Funding Agent pays an amount to a Lender under this Agreement in the belief or expectation that a related payment has been or will be received by such Funding Agent from Borrowers and such related payment is not received by such Funding Agent, then such Funding Agent will be entitled to recover such amount from such Lender on demand without setoff, counterclaim or deduction of any kind. (ii) If either Appropriate Funding Agent determines at any time that any amount received by such Funding Agent under this Agreement must be returned to any Borrower or paid to any other Person pursuant to any insolvency law or otherwise, then, notwithstanding any other term or condition of this Agreement or any other Loan Document, such Funding Agent will not be required to distribute any portion thereof to any Lender. In addition, each Lender will repay to such Funding Agent on demand any portion of such amount that such Funding Agent has distributed to such Lender, together with interest at such rate, if any, as such Funding Agent is required to pay to any Borrower or such other Person, without setoff, counterclaim or deduction of any kind.

Return of Payments. (i) If either Appropriate Agent pays an amount to a Lender under this Agreement in the belief or expectation that a related payment has been or will be received by such Agent from Borrowers and such related payment is not received by such Agent, then such Agent will be entitled to recover such amount from such Lender on demand without setoff, counterclaim or deduction of any kind, together with interest accruing on a daily basis at the Federal Funds Rate. (ii) If either Appropriate Agent determines at any time that any amount received by such Agent under this Agreement must be returned to any Borrower Borrowers or paid to any other Person pursuant to any insolvency law or otherwise, then, notwithstanding any other term or condition of this Agreement or any other Loan Financing Document, such Agent will not be required to distribute any portion thereof to any Lender. In addition, each Lender will repay to such Agent on demand any portion of such amount that such Agent has distributed to such Lender, together with interest at such rate, if any, as such Agent is required to pay to any Borrower Borrowers or such other Person, without setoff, counterclaim or deduction of any kind.

Return of Payments. (i) If either Appropriate the Agent pays an amount to a Lender under this Agreement in the belief or expectation that a related payment has been or will be received by such the Agent from the Borrowers and such related payment is not received by such the Agent, then such the Agent will be entitled to recover such amount from such Lender on demand without setoff, counterclaim counterclaim, withholding or deduction of any kind. (ii) If either Appropriate the Agent determines at any time that any amount received by such the Agent under this Agreement must be returned to any Borrower Credit Party or paid to any other Person pursuant to any insolvency law or otherwise, then, notwithstanding any other term or condition of this Agreement or any other Loan Document, such the Agent will not be required to distribute any portion thereof to any Lender. In addition, each Lender will repay to such the Agent on demand any portion of such amount that such the Agent has distributed to such Lender, together with interest at such rate, if any, as such the Agent is required to pay to any Borrower or such other Person, without setoff, counterclaim counterclaim, withholding or deduction of any kind.

Return of Payments. (i) If either Appropriate Agent pays an amount to a Lender under this Agreement in the belief or expectation that a related payment has been or will be received by such Agent from Borrowers the Borrower and such related payment is not received by such Agent, then such Agent will be entitled to recover such amount from such Lender on demand without setoff, counterclaim or deduction of any kind. (ii) If either Appropriate Agent reasonably determines at any time that any amount received by such Agent under this Agreement or any other Loan Document must be returned to any Borrower Credit Party or paid to any other Person pursuant to any insolvency law or otherwise, then, notwithstanding any other term or condition of this Agreement or any other Loan Document, such Agent will not be required to distribute any portion thereof to any Lender. In addition, each Lender will repay to such Agent on demand any portion of such amount that such Agent has distributed to such Lender, together with interest at such rate, if any, as such Agent is required to pay to any the Borrower or such other Person, without setoff, counterclaim or deduction of any kind, and Agent will be entitled to set-off against future distributions to such Lender any such amounts (with interest) that are not repaid on demand.

Return of Payments. (i) If either Appropriate Agent pays an amount to a Lender under this Agreement in the belief or expectation that a related payment has been or will be received by such Agent from Borrowers and such related payment is not received by such Agent, then such Agent will be entitled to recover such amount from such Lender on demand without setoff, counterclaim or deduction of any kind. (ii) . If either Appropriate Agent determines at any time that any amount received by such Agent under this Agreement or any other Loan Document must be returned to any Borrower Credit Party or paid to any other Person pursuant to any insolvency law or otherwise, then, notwithstanding any other term or condition of this Agreement or any other Loan Document, such Agent will not be required to distribute any portion thereof to any Lender. In addition, each Lender will repay to such Agent on demand any portion of such amount that such Agent has distributed to such Lender, together with interest at such rate, if any, as such Agent is required to pay to any Borrower or such other Person, without setoff, counterclaim or deduction of any kind, and Agent will be entitled to set-off against future distributions to such Lender any such amounts (with interest) that are not repaid on demand.

Return of Payments. (i) If either Appropriate Agent pays an amount to a Lender under this Agreement in the belief or expectation that a related payment has been or will be received by such Agent from Borrowers a Borrower and such related payment is not received by such Agent, then such Agent will be entitled to recover such amount from such Lender on demand without setoff, counterclaim or deduction of any kind, together with interest accruing on a daily basis at the Federal Funds Rate. (ii) If either Appropriate Agent determines at any time that any amount received by such Agent under this Agreement must be returned to any Borrower or paid to any other Person pursuant to any insolvency law Law or otherwise, then, notwithstanding any other term or condition of this Agreement or any other Loan Financing Document, such Agent will not be required to distribute any portion thereof to any Lender. In addition, each Lender will repay to such Agent on demand any portion of such amount that such Agent has distributed to such Lender, together with interest at such rate, if any, as such Agent is required to pay to any Borrower or such other Person, without setoff, counterclaim or deduction of any kind.

Return of Payments. (i) If either Appropriate Agent pays an amount to a Lender under this Agreement in the belief or expectation that a related payment has been or will be received by such Agent from Borrowers or Specified Borrowers, as the case may be, and such related payment is not received by such Agent, then such Agent will be entitled to recover such amount from such Lender on demand without setoffset-off, counterclaim or deduction of any kind. (ii) If either Appropriate Agent determines at any time that any amount received by such Agent under this Agreement must be returned to any Borrower or Specified Borrower, as the case may be, or paid to any other Person pursuant to any insolvency law or otherwise, then, notwithstanding any other term or condition of this Agreement or any other Loan Document, such Agent will not be required to distribute any portion thereof to any Lender. In addition, each Lender will repay to such Agent on demand any portion of such amount that such Agent has distributed to such Lender, together with interest at such rate, if any, as such Agent is required to pay to any Borrower or Specified Borrower, as the case may be, or such other Person, without setoffset-off, counterclaim or deduction of any kind.

Return of Payments. (ia) If either Appropriate Agent pays an amount to a Lender under this Agreement in the belief or expectation that a related payment has been or will be received by such Agent from Borrowers and such related payment is not received by such Agent, then such Agent will be entitled to recover such amount from such Lender on demand without setoff, counterclaim or deduction of any kind, together with interest accruing on a daily basis at the Federal Funds Effective Rate. (iib) If either Appropriate Agent determines at any time that any amount received by such Agent under this Agreement must be returned to any a Borrower or paid to any other Person pursuant to any insolvency law or otherwise, then, notwithstanding any other term or condition of this Agreement or any other Loan Document, such Agent will not be required to distribute any portion thereof to any Lender. In addition, each Lender will repay to such Agent on demand any portion of such amount that such Agent has distributed to such Lender, together with interest at such rate, if any, as such Agent is required to pay to any Borrower Borrowers or such other Person, without setoff, counterclaim or deduction of any kind.

Return of Payments. (i) If either Appropriate Agent pays an amount to a Lender under this Agreement in the belief or expectation that a related payment has been or will be received by such Agent from Borrowers and such related payment is not received by such Agent, then such Agent will be entitled to recover such amount from such Lender on demand without setoff, counterclaim or deduction of any kind. (ii) If either Appropriate Agent determines at any time that any amount received by such Agent under this Agreement or any other Loan Document must be returned to any Borrower or paid to any other Person pursuant to any insolvency law or otherwise, then, notwithstanding any other term or condition of this Agreement or any other Loan Document, such Agent will not be required to distribute any portion thereof to any Lender. In addition, each Lender will repay to such Agent on demand any portion of such amount that such Agent has distributed to such Lender, together with interest at such rate, if any, as such Agent is required to pay to any Borrower or such other Person, without setoff, counterclaim or deduction of any kindkind and Agent will be entitled to set-off against future distributions to such Lender any such amounts (with interest) that are not repaid on demand.

Return of Payments. (i) If either Appropriate Agent pays an amount to a DIP Lender under this DIP Credit Agreement in the belief or expectation that a related payment has been or will be received by such Agent from Borrowers Borrower or any Guarantor and such related payment is not received by such Agent, then such Agent will be entitled to recover such amount from such DIP Lender on demand without setoff, counterclaim or deduction of any kind, together with interest accruing on a daily basis at the Federal Funds Rate. (ii) If either Appropriate Agent determines at any time that any amount received by such Agent under this DIP Credit Agreement must be returned to any Borrower or paid to any other Person pursuant to any insolvency law or otherwise, then, notwithstanding any other term or condition of this DIP Credit Agreement or any other DIP Loan Document, such Agent will not be required to distribute any portion thereof to any DIP Lender. In addition, each DIP Lender will repay to such Agent on demand any portion of such amount that such Agent has distributed to such DIP Lender, together with interest at such rate, if any, as such Agent is required to pay to any Borrower or such other Person, without setoff, counterclaim or deduction of any kind.

Return of Payments. (i) If either Appropriate Agent pays an amount to a Lender under this Agreement in the belief or expectation that a related payment has been or will be received by such Agent from Borrowers Borrower and such related payment is not received by such Agent, then such Agent will be entitled to recover such amount from such Lender on demand without setoff, counterclaim or deduction of any kind. (ii) If either Appropriate Agent determines at any time that any amount received by such Agent under this Agreement or any other Loan Document must be returned to any Borrower Credit Party or paid to any other Person pursuant to any insolvency law or otherwise, then, notwithstanding any other term or condition of this Agreement or any other Loan Document, such Agent will not be required to distribute any portion thereof to any Lender. In addition, each Lender will repay to such Agent on demand any portion of such amount that such Agent has distributed to such Lender, together with interest at such rate, if any, as such Agent is required to pay to any the Borrower or such other Person, without setoff, counterclaim or deduction of any kind, and Agent will be entitled to set-off against future distributions to such Lender any such amounts (with interest) that are not repaid on demand.

Return of Payments. (i) If either Appropriate Agent pays an amount to a Lender under this Agreement in the belief or expectation that a related payment has been or will be received by such Agent from Borrowers the Borrower and such related payment is not received by such Agent, then such Agent will be entitled to recover such amount from such Lender on demand without setoff, counterclaim or deduction of any kind. (ii) If either Appropriate Agent determines at any time that any amount received by such Agent under this Agreement or any other Loan Document must be returned to any Borrower Credit Party or paid to any other Person pursuant to any insolvency law or otherwise, then, notwithstanding any other term or condition of this Agreement or any other Loan Document, such Agent will not be required to distribute any portion thereof to any Lender. In addition, each Lender will repay to such Agent on demand any portion of such amount that such Agent has distributed to such Lender, together with interest on such amount for the period during which such Lender held such amount, at such rate, if any, as such Agent is required to pay to any the Borrower or such other Person, without setoff, counterclaim or deduction of any kind, and Agent will be entitled to set-off against future distributions to such Lender any such amounts (with interest) that are not repaid on demand.

Return of Payments. (i) If either Appropriate Agent pays an amount to a Lender under this Agreement in the belief or expectation that a related payment has been or will be received by such Agent from Borrowers Borrower and such related payment is not received by such Agent, then such Agent will be entitled to recover such amount from such Lender on demand without setoffset-off, counterclaim or deduction of any kind. (ii) If either Appropriate Agent determines at any time that any amount received by such Agent under this Agreement must be returned to any Borrower or paid to any other Person pursuant to any insolvency law or otherwise, then, notwithstanding any other term or condition of this Agreement or any other Loan Document, such Agent will not be required to distribute any portion thereof to any Lender. In addition, each Lender will repay to such Agent on demand any portion of such amount that such Agent has distributed to such Lender, together with [EXECUTION VERSION] interest at such rate, if any, as such Agent is required to pay to any Borrower or such other Person, without setoffset-off, counterclaim or deduction of any kind.

Return of Payments. (i) If either Appropriate Agent pays an amount to a Lender under this Agreement in the belief or expectation that a related payment has been or will be received by such Agent from Borrowers a Borrower and such related payment is not received by such Agent, then such Agent will be entitled to recover such amount from such Lender on demand without setoff, counterclaim or deduction of any kind., together with interest accruing on a daily basis at the Federal Funds Rate. ​ (ii) If either Appropriate Agent determines at any time that any amount received by such Agent under this Agreement must be returned to any Borrower or paid to any other Person pursuant to any insolvency law or otherwise, then, notwithstanding any other term or condition of this Agreement or any other Loan Financing Document, such Agent will not be required to distribute any portion thereof to any Lender. In addition, each Lender will repay to such Agent on demand any ​ ​ portion of such amount that such Agent has distributed to such Lender, together with interest at such rate, if any, as such Agent is required to pay to any Borrower or such other Person, without setoff, counterclaim or deduction of any kind.. ​

Return of Payments. (i) If either Appropriate Agent pays an amount to a Lender under this Agreement in the belief or expectation that a related payment has been or will be received by such Agent from Borrowers and such related payment is not received by such Agent, then such Agent will be entitled to recover such amount from such Lender on demand without setoffset-off, counterclaim or deduction of any kind. (ii) If either Appropriate Agent determines at any time that any amount received by such Agent under this Agreement must be returned to any Borrower Borrowers or paid to any other Person pursuant to any insolvency solvency law or otherwise, then, notwithstanding any other term or condition of this Agreement or any other Loan DocumentAgreement, such Agent will not be required to distribute any portion thereof to any Lender. In addition, each Lender will repay to such Agent on demand any portion of such amount that such Agent has distributed to such Lender, together with interest at such rate, if any, as such Agent is required to pay to any Borrower Borrowers or such other Person, without setoffset-off, counterclaim or deduction of any kind. such Lender, together with interest at such rate, if any, as Agent is required to pay to Borrowers or such other Person, without set-off, counterclaim or deduction of any kind.

Return of Payments. (i) If either Appropriate Agent pays an amount to a Lender under this Agreement in the belief or expectation that a related payment has been or will be received by such Agent from Borrowers and such related payment is not received by such Agent, then such Agent will be entitled to recover such amount from such Lender on demand without setoff, counterclaim or deduction of any kind. (ii) , together with interest accruing on a daily basis at the Federal Funds Rate. If either Appropriate Agent determines at any time that any amount received by such Agent under this Agreement must be returned to any Borrower Borrowers or paid to any other Person pursuant to any insolvency law or otherwise, then, notwithstanding any other term or condition of this Agreement or any other Loan Document, such Agent will not be required to distribute any portion thereof to any Lender. In addition, each Lender will repay to such Agent on demand any portion of such amount that such Agent has distributed to such Lender, together with interest at such rate, if any, as such Agent is required to pay to any Borrower Borrowers or such other Person, without setoff, counterclaim or deduction of any kind.

Return of Payments. (i) If either Appropriate Agent pays an amount to a Lender under this Agreement in the belief or expectation that a related payment has been or will be received by such Agent from the Borrowers and such related payment is not received by such Agent, then such Agent will be entitled to recover such amount from such Lender on demand without setoff, counterclaim or deduction of any kind. (ii) , together with interest accruing at the Federal Funds Rate. If either Appropriate Agent determines at any time that any amount received by such Agent under this Agreement or any other Loan Document must be returned to any Borrower Credit Party or paid to any other Person pursuant to any insolvency law or otherwise, then, notwithstanding any other term or condition of this Agreement or any other Loan Document, such Agent will not be required to distribute any portion thereof to any Lender. In addition, each Lender will repay to such Agent on demand any portion of such amount that such Agent has distributed to such Lender, together with interest at such rate, if any, as such Agent is required to pay to any Borrower the Borrowers or such other Person, without setoff, counterclaim or deduction of any kind, and Agent will be entitled to set-off against future distributions to such Lender any such amounts (with interest) that are not repaid on demand.

Return of Payments. (i) If either Appropriate Agent pays an amount to a Lender under this Agreement in the belief or expectation that a related payment has been or will be received by such Agent from the Borrowers and such related payment is not received by such Agent, then such Agent will be entitled to recover such amount from such Lender on demand without setoff, counterclaim or deduction of any kind. (ii) If either Appropriate Agent determines at any time that any amount received by such Agent under this Agreement or any other Loan Document must be returned to any Borrower Credit Winnebago Credit Agreement 41858764 Party or paid to any other Person pursuant to any insolvency law or otherwise, then, notwithstanding any other term or condition of this Agreement or any other Loan Document, such Agent will not be required to distribute any portion thereof to any Lender. In addition, each Lender will repay to such Agent on demand any portion of such amount that such Agent has distributed to such Lender, together with interest at such rate, if any, as such Agent is required to pay to any Borrower or such other Person, without setoff, counterclaim or deduction of any kind, and Agent will be entitled to set-off against future distributions to such Lender any such amounts (with interest) that are not repaid on demand.

Return of Payments. (i) MidCap / ATEC / Credit, Security and Guaranty Agreement If either Appropriate Agent pays an amount to a Lender under this Agreement in the belief or expectation that a related payment has been or will be received by such Agent from Borrowers a Credit Party and such related payment is not received by such Agent, then such Agent will be entitled to recover such amount from such Lender on demand without setoff, counterclaim or deduction of any kind. (ii) , together with interest accruing on a daily basis at the Federal Funds Rate. If either Appropriate Agent determines at any time that any amount received by such Agent under this Agreement must be returned to any Borrower Credit Party or paid to any other Person pursuant to any insolvency law or otherwise, then, notwithstanding any other term or condition of this Agreement or any other Loan Financing Document, such Agent will not be required to distribute any portion thereof to any Lender. In addition, each Lender will repay to such Agent on demand any portion of such amount that such Agent has distributed to such Lender, together with interest at such rate, if any, as such Agent is required to pay to any Borrower Credit Party or such other Person, without setoff, counterclaim or deduction of any kind.

Return of Payments. (i) If either Appropriate Agent pays an amount to a Lender under this Agreement in the belief or expectation that a related payment has been or will be received by such Agent from Borrowers the Borrower and such related payment is not received by such Agent, then such Agent will be entitled to recover such amount from such Lender on demand without setoff, counterclaim or deduction of any kind.. US-DOCS\99983253.20 (ii) If either Appropriate Agent determines at any time that any amount received by such Agent under this Agreement or any other Loan Document must be returned to any Borrower Credit Party or paid to any other Person pursuant to any insolvency law or otherwise, then, notwithstanding any other term or condition of this Agreement or any other Loan Document, such Agent will not be required to distribute any portion thereof to any Lender. In addition, each Lender will repay to such Agent on demand any portion of such amount that such Agent has distributed to such Lender, together with interest at such rate, if any, as such Agent is required to pay to any the Borrower or such other Person, without setoff, counterclaim or deduction of any kind, and Agent will be entitled to set-off against future distributions to such Lender any such amounts (with interest) that are not repaid on demand.

Return of Payments. (i) If either Appropriate Agent pays an amount to a Lender under this Agreement in the belief or expectation that a related payment has been or will be received by such Agent from Borrowers the relevant Borrower and such related payment is not received by such Agent, then such Agent will be entitled to recover such amount from such Lender on demand without setoff, counterclaim or deduction of any kind. (ii) If either Appropriate Agent determines at any time that any amount received by such Agent under this Agreement or any other Loan Document must be returned to any Borrower Credit Party or paid to any other Person pursuant to any insolvency law Insolvency Law or otherwise, then, notwithstanding any other term or condition of this Agreement or any other Loan Document, such Agent will not be required to distribute any portion thereof to any Lender. In addition, each Lender will repay to such Agent on demand any portion of such amount that such Agent has distributed to such Lender, together with interest on such amount for the period during which such Lender held such amount, at such rate, if any, as such Agent is required to pay to any the relevant Borrower or such other Person, without setoff, counterclaim or deduction of any kind, and Agent will be entitled to set-off against future distributions to such Lender any such amounts (with interest) that are not repaid on demand.

Return of Payments. (i) If either Appropriate Agent pays an amount to a Lender under this Agreement in the belief or expectation that a related payment has been or will be received by such Agent from Borrowers Borrower or Guarantor and such related payment is not received by such Agent, then such Agent will be entitled to recover such amount from such Lender on demand without setoffset-off, counterclaim or deduction of any kind. (ii) If either Appropriate Agent determines at any time that any amount received by such Agent under this Agreement must be returned to any Borrower or Guarantor or paid to any other Person pursuant to any insolvency law or otherwise, then, notwithstanding any other term or condition of this Agreement or any other Loan Document, such Agent will not be required to distribute any portion thereof to any Lender. In addition, each Lender will repay to such Agent on demand any portion of such amount that such Agent has distributed to such Lender, together with interest at such rate, if any, as such Agent is required to pay to any Borrower Borrower, Guarantor or such other Person, without setoffset-off, counterclaim or deduction of any kind.