Common use of Erroneous Payment Clause in Contracts

Erroneous Payment. (a) Each Purchaser hereby agrees that (i) if the Administrator notifies such Purchaser that the Administrator has determined in its sole discretion that any funds received by such Purchaser from the Administrator or any of its Affiliates were erroneously transmitted to, or otherwise erroneously or mistakenly received by, such Purchaser (whether or not known to such Purchaser (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 Purchaser shall promptly, but in no event later than one Business Day thereafter, return to the Administrator 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 Purchaser to the date such amount is repaid to the Administrator in same day funds at the greater of the Overnight Bank Funding Rate and a rate determined by the Administrator in accordance with banking industry rules on interbank compensation from time to time in effect and (ii) such Purchaser 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 Administrator for the return of any Erroneous Payments received, including without limitation waiver of any defense based on “discharge for value” or any similar doctrine. A notice of the Administrator to any Purchaser under this clause (a) shall be conclusive, absent manifest error.

Erroneous Payment. (a) Each Purchaser Lender hereby agrees that (i) if the Administrator Administrative Agent notifies such Purchaser Lender that the Administrator Administrative Agent has determined in its sole discretion that any funds received by such Purchaser Lender from the Administrator Administrative Agent or any of its Affiliates were erroneously transmitted to, or otherwise erroneously or mistakenly received by, such Purchaser Lender (whether or not known to such Purchaser Lender) (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 Purchaser Lender shall promptly, but in any event no event later than one (1) Business Day thereafter, return to the Administrator 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 Purchaser Lender to the date such amount is repaid to the Administrator Administrative Agent in same day funds at the greater of the Overnight Bank Funding Federal Funds Rate and a rate determined by the Administrator 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 Purchaser Lender shall not assert any right or claim to the Erroneous Payment, and hereby waives waives, any claim, counterclaim, defense or right of set-off or recoupment with respect to any demand, claim or counterclaim by the Administrator 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 doctrine. A notice of the Administrator Administrative Agent to any Purchaser Lender under this clause (a) shall be conclusive, absent manifest error.

Erroneous Payment. (a) Each Purchaser hereby agrees that If the Administrative Agent notifies a Lender or any Person who has received funds on behalf of a Lender, such Lender (iany such Lender or other recipient, a “Payment Recipient”) if the Administrator notifies such Purchaser that the Administrator 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 Purchaser Payment Recipient from the Administrator Administrative Agent or any of its Affiliates were erroneously transmitted to, or otherwise erroneously or mistakenly received by, such Purchaser Payment Recipient (whether or not known to such Purchaser Lender or other Payment Recipient 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 Purchaser 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 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 one Business Day thereafter, return to the Administrator 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 Purchaser Payment Recipient to the date such amount is repaid to the Administrator Administrative Agent in same day funds at the greater of the Overnight Bank Funding Federal Funds Effective Rate and a rate determined by the Administrator Administrative Agent in accordance with banking industry rules on interbank compensation from time to time in effect and (ii) such Purchaser 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 Administrator for the return of any Erroneous Payments received, including without limitation waiver of any defense based on “discharge for value” or any similar doctrineeffect. A notice of the Administrator Administrative Agent to any Purchaser Payment Recipient under this clause (a) shall be conclusive, absent manifest error.

Erroneous Payment. (a) Each Purchaser Lender hereby agrees that (i) if the Administrator Administrative Agent notifies such Purchaser Lender that the Administrator Administrative Agent has determined in its sole discretion that any funds received by such Purchaser Lender from the Administrator Administrative Agent or any of its Affiliates were erroneously or mistakenly transmitted to, or otherwise erroneously or mistakenly received by, such Purchaser Lender (whether or not known to such Purchaser Lender) (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 Purchaser Lender shall promptly, but in no event later than one Business Day thereafter, return to the Administrator 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 Purchaser Lender to the date such amount is repaid to the Administrator Administrative Agent in same day funds at the greater of the Overnight Bank Funding Federal Funds Effective Rate and a rate determined by the Administrator 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 Purchaser Lender 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 Administrator 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 doctrine. A notice of the Administrator Administrative Agent to any Purchaser Lender under this clause (a) shall be conclusive, absent manifest error.

Erroneous Payment. (a) Each Purchaser Lender hereby agrees that (i) if the Administrator Administrative Agent notifies such Purchaser Lender that the Administrator Administrative Agent has determined in its sole discretion that any funds received by such Purchaser Lender from the Administrator Administrative Agent or any of its Affiliates were erroneously transmitted to, or otherwise erroneously or mistakenly received by, such Purchaser Lender (whether or not known to such Purchaser Lender (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 Purchaser Lender shall promptly, but in no event later than one Business Day thereafter, return to the Administrator 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 Purchaser Lender to the date such amount is repaid to the Administrator Administrative Agent in same day funds at the greater of the Overnight Bank Funding Rate and a rate determined by the Administrator Administrative Agent in accordance with banking industry rules on interbank compensation from time to time in effect effect, and (ii) such Purchaser Lender 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 Administrator 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 doctrine. A notice of the Administrator Administrative Agent to any Purchaser Lender under this clause (a) shall be conclusive, absent manifest error.

Erroneous Payment. (a) Each Purchaser hereby agrees that If the Administrative Agent (ix) if the Administrator notifies a Lender or Creditor, or any Person who has received funds on behalf of a Lender or Creditor (any such Purchaser Lender, Creditor or other recipient (and each of their respective successors and assigns), a “Payment Recipient”) that the Administrator Administrative 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 Purchaser Payment Recipient from the Administrator Administrative Agent or any of its Affiliates were erroneously or mistakenly transmitted to, or otherwise erroneously or mistakenly received by, such Purchaser Payment Recipient (whether or not known to such Purchaser Lender, Creditor or other Payment Recipient 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 Purchaser Erroneous Payment shall at all times remain the property of the Administrative Agent pending its return or repayment as contemplated below in this Section 9.16 and held in trust for the benefit of the Administrative Agent, and such Lender or Creditor 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 one two Business Day thereafterDays thereafter (or such later date as the Administrative Agent may, in its sole discretion, specify in writing), return to the Administrator 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 Purchaser Payment Recipient to the date such amount is repaid to the Administrator Administrative Agent in same day funds at the greater of the Overnight Bank Funding Rate and a rate determined by the Administrator Administrative Agent in accordance with banking industry rules on interbank compensation from time to time in effect and (ii) such Purchaser 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 Administrator for the return of any Erroneous Payments received, including without limitation waiver of any defense based on “discharge for value” or any similar doctrineeffect. A notice of the Administrator Administrative Agent to any Purchaser Payment Recipient under this clause (a) shall be conclusive, absent manifest error.

Erroneous Payment. (a) Each Purchaser hereby agrees that If the Designated Agent notifies a Lender or Issuing Lender or any Person who has received funds on behalf of a Lender or Issuing Lender, such Lender or Issuing Lender (iany such Lender or Issuing Lender or other recipient, a “Payment Recipient”) if the Administrator notifies such Purchaser that the Administrator Designated 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 Purchaser Payment Recipient from the Administrator Designated Agent or any of its Affiliates were erroneously transmitted to, or otherwise erroneously or mistakenly received by, such Purchaser Payment Recipient (whether or not known to such Purchaser Lender or Issuing Lender or other Payment Recipient 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 Purchaser Erroneous Payment shall at all times remain the property of the Designated Agent and shall be segregated by the Payment Recipient and held in trust for the benefit of the Designated Agent, and such Lender or Issuing 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 one two Business Day Days thereafter, return to the Administrator Designated 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 Purchaser Payment Recipient to the date such amount is repaid to the Administrator Designated Agent in same day funds at the greater of the Overnight Bank Funding Federal Funds Effective Rate and a rate determined by the Administrator Designated Agent in accordance with banking industry rules on interbank compensation from time to time in effect and (ii) such Purchaser 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 Administrator for the return of any Erroneous Payments received, including without limitation waiver of any defense based on “discharge for value” or any similar doctrineeffect. A notice of the Administrator Designated Agent to any Purchaser Payment Recipient under this clause (a) shall be conclusive, absent manifest error.

Erroneous Payment. (a) Each Purchaser hereby agrees that If the Administrative Agent (ix) if the Administrator notifies a Bank or any Person who has received funds on behalf of a Bank (any such Purchaser Bank or other recipient, a “Payment Recipient”) that the Administrator 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 Purchaser Payment Recipient from the Administrator Administrative Agent or any of its Affiliates were erroneously transmitted to, or otherwise erroneously or mistakenly received by, such Purchaser Payment Recipient (whether or not known to such Purchaser Bank or other Payment Recipient 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 (y) demands in writing the return of such Erroneous Payment (or a portion thereof), such Purchaser Erroneous Payment shall at all times remain the property of the Administrative Agent and shall be segregated by the Payment Recipient pending its return or repayment as contemplated below in this Section 10.11 and held in trust for the benefit of the Administrative Agent, and such Bank 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 one Business Day thereaftertwo Banking Days thereafter (or such later date as the Administrative Agent may, in its sole discretion, specify in writing), return to the Administrator 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 Purchaser Payment Recipient to the date such amount is repaid to the Administrator Administrative Agent in same day funds at the greater of the Overnight Bank Funding Federal Funds Effective Rate and a rate determined by the Administrator Administrative Agent in accordance with banking industry rules on interbank compensation from time to time in effect and (ii) such Purchaser 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 Administrator for the return of any Erroneous Payments received, including without limitation waiver of any defense based on “discharge for value” or any similar doctrineeffect. A notice of the Administrator Administrative Agent to any Purchaser Payment Recipient under this clause (a) shall be conclusive, absent manifest error.

Erroneous Payment. (a) Each Purchaser hereby agrees that If the Administrative Agent notifies a Lender or any Person who has received funds on behalf of a Lender, such Lender (iany such Lender or other recipient, a “Payment Recipient”) if the Administrator notifies such Purchaser that the Administrator 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 Purchaser Payment Recipient from the Administrator Administrative Agent or any of its Affiliates were erroneously transmitted to, or otherwise erroneously or mistakenly received by, such Purchaser Payment Recipient (whether or not known to such Purchaser Lender or other Payment Recipient 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 Purchaser 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 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 one Business Day thereafter, return to the Administrator 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 Purchaser Payment Recipient to the date such amount is repaid to the Administrator Administrative Agent in same day funds at the greater of the Overnight Bank Funding NYFRB Rate and a rate determined by the Administrator Administrative Agent in accordance with banking industry rules on interbank compensation from time to time in effect and (ii) such Purchaser 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 Administrator for the return of any Erroneous Payments received, including without limitation waiver of any defense based on “discharge for value” or any similar doctrineeffect. A notice of the Administrator Administrative Agent to any Purchaser Payment Recipient under this clause (a) shall be conclusive, absent manifest error.

Erroneous Payment. (a) Each Purchaser hereby agrees that (i) if If the Administrator (x) notifies a Purchaser, or any Person who has received funds on behalf of a Purchaser (any such Purchaser or other recipient (and each of their respective successors and assigns), a “Payment Recipient”) that the Administrator 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 Administrator) received by such Purchaser Payment Recipient from the Administrator or any of its Affiliates were erroneously or mistakenly transmitted to, or otherwise erroneously or mistakenly received by, such Purchaser Payment Recipient (whether or not known to such Purchaser or other Payment Recipient on its behalf) (any such funds, whether transmitted or received as a payment, prepayment or repayment of principalCapital, interestDiscount, 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 Administrator pending its return or repayment as contemplated below in this Section 6.10 and held in trust for the benefit of the Administrator, and such Purchaser 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 one two Business Day thereafterDays thereafter (or such later date as the Administrator may, in its sole discretion, specify in writing), return to the Administrator 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 Administrator) in respect of each day from and including the date such Erroneous Payment (or portion thereof) was received by such Purchaser Payment Recipient to the date such amount is repaid to the Administrator in same day funds at the greater of the Overnight Bank Funding Rate and a rate determined by the Administrator in accordance with banking industry rules on interbank compensation from time to time in effect and (ii) such Purchaser 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 Administrator for the return of any Erroneous Payments received, including without limitation waiver of any defense based on “discharge for value” or any similar doctrineeffect. A notice of the Administrator to any Purchaser Payment Recipient under this clause (a) shall be conclusive, absent manifest error.

Erroneous Payment. (a) Each Purchaser Lender and each Issuing Bank hereby agrees that (i) if the Administrator Administrative Agent notifies such Purchaser Lender or Issuing Bank that the Administrator Administrative Agent has determined in its sole discretion that any funds received by such Purchaser Lender or Issuing Bank from the Administrator Administrative Agent or any of its Affiliates were erroneously transmitted to, or otherwise erroneously or mistakenly received by, such Purchaser Lender or Issuing Bank (whether or not known to such Purchaser Lender or Issuing Bank) (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), such Purchaser Lender or Issuing Bank shall promptly, but in no event later than one Business Day thereafter, return to the Administrator 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 Purchaser Lender or Issuing Bank to the date such amount is repaid to the Administrator Administrative Agent in same day funds at the greater of the Overnight Bank Funding NYFRB Rate and a rate determined by the Administrator 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 Purchaser Lender or Issuing Bank shall not assert any right or claim to the Erroneous Payment, and hereby waives waives, any claim, counterclaim, defense or right of set-off or recoupment with respect to any demand, claim or counterclaim by the Administrator 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 doctrine. A notice of the Administrator Administrative Agent to any Purchaser Lender or any Issuing Bank under this clause (a) shall be conclusive, absent manifest error.

Erroneous Payment. (a) Each Purchaser hereby agrees that If the Administrative Agent notifies a Lender, L/C Issuer or Secured Party, or any Person who has received funds on behalf of a Lender, L/C Issuer or Secured Party such Lender or L/C Issuer (iany such Lender, L/C Issuer, Secured Party or other recipient, a “Payment Recipient”) if the Administrator notifies such Purchaser that the Administrator 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 Purchaser Payment Recipient from the Administrator Administrative Agent or any of its Affiliates were erroneously transmitted to, or otherwise erroneously or mistakenly received by, such Purchaser Payment Recipient (whether or not known to such Purchaser Lender, L/C Issuer, Secured Party or other Payment Recipient 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 Purchaser 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, L/C Issuer 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 one two Business Day Days thereafter, return to the Administrator 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 Purchaser Payment Recipient to the date such amount is repaid to the Administrator Administrative Agent in same day funds at the greater of the Overnight Bank Funding Federal Funds Rate and a rate determined by the Administrator Administrative Agent in accordance with banking industry rules on interbank compensation from time to time in effect and (ii) such Purchaser 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 Administrator for the return of any Erroneous Payments received, including without limitation waiver of any defense based on “discharge for value” or any similar doctrineeffect. A notice of the Administrator Administrative Agent to any Purchaser Payment Recipient under this clause (a) shall be conclusive, absent manifest error.

Erroneous Payment. (a) Each Purchaser Lender hereby agrees that (i) if the Administrator Administrative Agent notifies such Purchaser Lender that the Administrator Administrative Agent has determined in its sole discretion that any funds (as set forth in such notice from the Administrative Agent) received by such Purchaser Xxxxxx from the Administrator Administrative Agent or any of its Affiliates were erroneously or mistakenly transmitted to, or otherwise erroneously or mistakenly received by, such Purchaser Lender (whether or not known to such Purchaser Lender) (whether as a payment, prepayment or repayment of principal, interest, fees or otherwise); individually and collectively, an “Erroneous Payment”) and demands in writing the return of such Erroneous Payment (or a portion thereof) (provided, that, without limiting any other rights or remedies (whether at law or in equity), the Administrative Agent may not make any such demand under this clause (a) with respect to an Erroneous Payment unless such demand is made within 90 days of the date of receipt of such Erroneous Payment by the applicable Lender), such Purchaser Lender shall promptly, but in no event later than one two Business Day thereafterDays thereafter (or such later date as the Administrative Agent may, in its sole discretion, specify in writing), return to the Administrator 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 Purchaser Lender to the date such amount is repaid to the Administrator Administrative Agent in same day funds at the greater of the Overnight Bank Funding Federal Funds Rate and a rate determined by the Administrator 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 Purchaser Lender 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 Administrator 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 doctrine. A notice of the Administrator Administrative Agent to any Purchaser Lender under this clause (a) shall be conclusive, absent manifest error.

Erroneous Payment. (a) Each Purchaser hereby agrees If any Note Agent or Collateral Agent notifies a Lender, Secured Party, or any Person who has received funds on behalf of a Lender or Secured Party such Lender (any such Lender, Issuing Bank, Secured Party or other recipient, a “Payment Recipient”) that (i) if the Administrator notifies such Purchaser that the Administrator Note Agent or Collateral 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 Purchaser from the Administrator or any of its Affiliates Payment Recipient hereunder were erroneously transmitted to, or otherwise erroneously or mistakenly received by, such Purchaser Payment Recipient (whether or not known to such Purchaser 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 fees, distribution or otherwise); , individually and collectively, an “Erroneous Payment”) and demands the return of such Erroneous Payment (or a portion thereof), such Purchaser Erroneous Payment shall at all times remain the property of the Note Agent or the Collateral Agent and shall be segregated by the Payment Recipient and held in trust for the benefit of the Note Agent or the Collateral 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 one two Business Day Days thereafter, return to the Administrator Note Agent or the Collateral 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 Purchaser Payment Recipient to the date such amount is repaid to the Administrator Facility Agent in same day funds at the greater of the Overnight Bank Funding Base Rate and a rate determined by such Note Agent or the Administrator Collateral Agent in accordance with banking industry rules on interbank compensation from time to time in effect and (ii) such Purchaser 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 Administrator for the return of any Erroneous Payments received, including without limitation waiver of any defense based on “discharge for value” or any similar doctrineeffect. A notice of such Note Agent or the Administrator Collateral Agent to any Purchaser Payment Recipient under this clause (a) shall be conclusive, absent manifest error.

Erroneous Payment. (a) Each Purchaser hereby agrees that If the Agent notifies a Lender, Issuer or other Secured Party, or any Person who has received funds on behalf of a Lender, Issuer or another Secured Party (iany such Lender, Issuer, Secured Party or other recipient, a “Payment Recipient”) if the Administrator notifies such Purchaser that the Administrator Agent has determined in its sole discretion (whether or not after receipt of any notice under immediately succeeding Section 14.14(b)) that any funds received by such Purchaser Payment Recipient from the Administrator Agent or any of its Affiliates were erroneously transmitted to, or otherwise erroneously or mistakenly received by, such Purchaser Payment Recipient (whether or not known to such Purchaser Lender, Issuer, other Secured Party or other Payment Recipient 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 Purchaser Erroneous Payment shall at all times remain the property of the Agent and shall be segregated by the Payment Recipient and held in trust for the benefit of the Agent, and such Lender, Issuer or other 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 one two (2) Business Day Days thereafter, return to the Administrator 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 Purchaser Payment Recipient to the date such amount is repaid to the Administrator Agent in same day funds at the greater of the Overnight Bank Funding Effective Federal Funds Rate and a rate determined by the Administrator Agent in accordance with banking industry rules on interbank compensation from time to time in effect and (ii) such Purchaser 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 Administrator for the return of any Erroneous Payments received, including without limitation waiver of any defense based on “discharge for value” or any similar doctrineeffect. A notice of from the Administrator Agent to any Purchaser Payment Recipient under this clause (aSection 14.14(a) shall be conclusive, absent manifest error.

Erroneous Payment. (a) Each Purchaser hereby agrees that If the Agent (ix) if the Administrator notifies a Lender or Issuing Bank, or any Person who has received funds on behalf of a Lender or Issuing Bank (any such Purchaser Lender or Issuing Bank or other recipient (and each of their respective successors and assigns), a “Payment Recipient”) that the Administrator 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 Agent) received by such Purchaser Payment Recipient from the Administrator Agent or any of its Affiliates were erroneously or mistakenly transmitted to, or otherwise erroneously or mistakenly received by, such Purchaser Payment Recipient (whether or not known to such Purchaser Lender, Issuing Bank or other Payment Recipient 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 Purchaser Erroneous Payment shall at all times remain the property of the Agent pending its return or repayment as contemplated below in this Section 8.11 and held in trust for the benefit of the Agent, and such Lender or Issuing Bank 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 one two Business Day thereafterDays thereafter (or such later date as the Agent may, in its sole discretion, specify in writing), return to the Administrator 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 Agent) in respect of each day from and including the date such Erroneous Payment (or portion thereof) was received by such Purchaser Payment Recipient to the date such amount is repaid to the Administrator Agent in same day funds at the greater of (1) the Overnight Bank Funding Federal Funds Rate in the case of Advances denominated in Dollars or (ii) the cost of funds incurred by the Agent in respect of such amount in the case of Advances denominated in Alternative Currencies and (2) a rate determined by the Administrator Agent in accordance with banking industry rules on interbank compensation from time to time in effect and (ii) such Purchaser 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 Administrator for the return of any Erroneous Payments received, including without limitation waiver of any defense based on “discharge for value” or any similar doctrineeffect. A notice of the Administrator Agent to any Purchaser Payment Recipient under this clause (a) shall be conclusive, absent manifest error.

Erroneous Payment. (a) Each Purchaser hereby agrees that If the Administrative Agent (ix) if the Administrator notifies a Lender or Secured Party, or any Person who has received funds on behalf of a Lender or Secured Party (any such Purchaser Lender, Secured Party or other recipient, a “Payment Recipient”) that the Administrator Administrative 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 Purchaser Payment Recipient from the Administrator Administrative Agent or any of its Affiliates were erroneously or mistakenly transmitted to, or otherwise erroneously or mistakenly received by, such Purchaser Payment Recipient (whether or not known to such Purchaser Lender, Secured Party or other Payment Recipient 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 Purchaser Erroneous Payment shall at all times remain the property of the Administrative Agent pending its return or repayment as contemplated below in this Section 9.23 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 one two Business Day thereafterDays thereafter (or such later date as the Administrative Agent may, in its sole discretion, specify in writing), return to the Administrator 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 Purchaser Payment Recipient to the date such amount is repaid to the Administrator Administrative Agent in same day funds at the greater of the Overnight Bank Funding Federal Funds Effective Rate and a rate determined by the Administrator Administrative Agent in accordance with banking industry rules on interbank compensation from time to time in effect and (ii) such Purchaser 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 Administrator for the return of any Erroneous Payments received, including without limitation waiver of any defense based on “discharge for value” or any similar doctrineeffect. A notice of the Administrator Administrative Agent to any Purchaser Payment Recipient under this clause (a) shall be conclusive, absent manifest error.

Erroneous Payment. (a) Each Purchaser hereby agrees that If the Administrative Agent notifies a Lender, Issuing Bank or Secured Party, or any Person who has received funds on behalf of a Lender, Issuing Bank or Secured Party such Lender or Issuing Bank (iany such Lender, Issuing Bank, Secured Party or other recipient, a “Payment Recipient”) if the Administrator notifies such Purchaser that the Administrator 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 Purchaser Payment Recipient from the Administrator Administrative Agent or any of its Affiliates were erroneously transmitted to, or otherwise erroneously or mistakenly received by, such Purchaser Payment Recipient (whether or not known to such Purchaser Lender, Issuing Bank, Secured Party or other Payment Recipient 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 Purchaser 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, 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 one two Business Day Days thereafter, return to the Administrator 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 Purchaser Payment Recipient to the date such amount is repaid to the Administrator Administrative Agent in same day funds at the greater of the Overnight Bank Funding Federal Funds Effective Rate and a rate determined by the Administrator Administrative Agent in accordance with banking industry rules on interbank compensation from time to time in effect and (ii) such Purchaser 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 Administrator for the return of any Erroneous Payments received, including without limitation waiver of any defense based on “discharge for value” or any similar doctrineeffect. A notice of the Administrator Administrative Agent to any Purchaser Payment Recipient under this clause (a) shall be conclusive, absent manifest error.

Erroneous Payment. (a) Each Purchaser hereby agrees that If the Administrative Agent notifies a Lender, Issuing Bank or Secured Party, or any Person who has received funds on behalf of a Lender, Issuing Bank or Secured Party (iany such Lender, Issuing Bank, Secured Party or other recipient, a “Payment Recipient”) if the Administrator notifies such Purchaser that the Administrator 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 Purchaser Payment Recipient from the Administrator Administrative Agent or any of its Affiliates were erroneously transmitted to, or otherwise erroneously or mistakenly received by, such Purchaser Payment Recipient (whether or not known to such Purchaser Lender, Issuing Bank, Secured Party or other Payment Recipient 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 Purchaser Erroneous Payment shall at all times remain the property of the Administrative Agent and shall be segregated on its books and records by the Payment Recipient 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 one two Business Day Days thereafter, return to the Administrator 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 Purchaser Payment Recipient to the date such amount is repaid to the Administrator Administrative Agent in same day funds at the greater of the Overnight Bank Funding Federal Funds Effective Rate and a rate determined by the Administrator Administrative Agent in accordance with banking industry rules on interbank compensation from time to time in effect and (ii) such Purchaser 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 Administrator for the return of any Erroneous Payments received, including without limitation waiver of any defense based on “discharge for value” or any similar doctrineeffect. A notice of the Administrator Administrative Agent to any Purchaser Payment Recipient under this clause (a) shall be conclusive, absent manifest error.

Erroneous Payment. (a) Each Purchaser Lender hereby agrees that (i) if the Administrator Administrative Agent notifies such Purchaser Lender that the Administrator Administrative Agent has determined in its sole discretion that any funds received by such Purchaser Lender from the Administrator Administrative Agent or any of its Affiliates were erroneously transmitted to, or otherwise erroneously or mistakenly received by, such Purchaser Lender (whether or not known to such Purchaser Lender) (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), such Purchaser Lender shall promptly, but in no event later than one (1) Business Day thereafter, return to the Administrator 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 Purchaser Lender to the date such amount is repaid to the Administrator Administrative Agent in same day funds at the greater of the Overnight Bank Funding Federal Funds Rate and a rate determined by the Administrator 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 Purchaser Lender shall not assert any right or claim to the Erroneous Payment, and hereby waives waives, any claim, counterclaim, defense or right of set-off or recoupment with respect to any demand, claim or counterclaim by the Administrator 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 doctrine. A notice of the Administrator Administrative Agent to any Purchaser Lender under this clause (a) shall be conclusive, absent manifest error.

Erroneous Payment. (a) Each Purchaser Lender hereby agrees that (i) if the Administrator Collateral Agent notifies such Purchaser Lender that the Administrator Collateral Agent has determined in its sole discretion that any funds received by such Purchaser Lender from the Administrator Collateral Agent or any of its Affiliates were erroneously transmitted to, or otherwise erroneously or mistakenly received by, such Purchaser Lender (whether or not known to such Purchaser Lender) (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), such Purchaser Lender shall promptly, but in no event later than one Business Day thereafter, return to the Administrator Collateral 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 Purchaser Lender to the date such amount is repaid to the Administrator Collateral Agent in same day funds at the greater of the Overnight Bank Funding Rate federal funds rate and a rate determined by the Administrator Collateral 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 Purchaser Lender shall not assert any right or claim to the Erroneous Payment, and hereby waives waives, any claim, counterclaim, defense or right of set-off or recoupment with respect to any demand, claim or counterclaim by the Administrator Collateral Agent for the return of any Erroneous Payments received, including without limitation waiver of any defense based on “discharge for value” or any similar doctrine. A notice of the Administrator Collateral Agent to any Purchaser Lender under this clause (a) shall be conclusive, absent manifest error.

Erroneous Payment. (a) Each Purchaser hereby agrees that If the Agent notifies a Lender, Issuing Bank or any Person who has received funds on behalf of a Lender or Issuing Bank (iany such Lender, Issuing Bank or other recipient, a “Payment Recipient”) if the Administrator notifies such Purchaser that the Administrator 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 Purchaser Payment Recipient from the Administrator Agent or any of its Affiliates were erroneously transmitted to, or otherwise erroneously or mistakenly received by, such Purchaser Payment Recipient (whether or not known to such Purchaser Lender, Issuing Bank or other Payment Recipient 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 Purchaser Erroneous Payment shall at all times remain the property of the Agent and shall be segregated by the Payment Recipient and held in trust for the benefit of the Agent, and such Lender or Issuing Bank 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 one two Business Day Days thereafter, return to the Administrator 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 Purchaser Payment Recipient to the date such amount is repaid to the Administrator Agent in same day funds at the greater of the Overnight Bank Funding Federal Funds Rate and a rate determined by the Administrator Agent in accordance with banking industry rules on interbank compensation from time to time in effect and (ii) such Purchaser 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 Administrator for the return of any Erroneous Payments received, including without limitation waiver of any defense based on “discharge for value” or any similar doctrineeffect. A notice of from the Administrator Agent to any Purchaser Payment Recipient under this clause (a) shall be conclusive, absent manifest error.

Erroneous Payment. (a) Each Purchaser hereby agrees that If the Administrative Agent notifies a Lender, Issuing Bank or Secured Party, or any Person who has received funds on behalf of a Lender, Issuing Bank or Secured Party such Lender or Issuing Bank (iany such Lender, Issuing Bank, Secured Party or other recipient, a “Payment Recipient”) if the Administrator notifies such Purchaser that the Administrator 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 Purchaser Payment Recipient from the Administrator Administrative Agent or any of its Affiliates were erroneously transmitted to, or otherwise erroneously or mistakenly received by, such Purchaser Payment Recipient (whether or not known to such Purchaser Lender, Issuing Bank, Secured Party or other Payment Recipient 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 Purchaser 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, 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 one two Business Day Days thereafter, return to the Administrator 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 Purchaser Payment Recipient to the date such amount is repaid to the Administrator Administrative Agent in same day funds at the greater of the Overnight Bank Funding Federal Funds Rate and a rate determined by the Administrator Administrative Agent in accordance with banking industry rules on interbank compensation from time to time in effect and (ii) such Purchaser 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 Administrator for the return of any Erroneous Payments received, including without limitation waiver of any defense based on “discharge for value” or any similar doctrineeffect. A notice of the Administrator Administrative Agent to any Purchaser Payment Recipient under this clause (a) shall be conclusive, absent manifest error.

Erroneous Payment. (a) Each Purchaser hereby agrees If Agents (x) notify the Lenders, any member of the Lender Group or any Person who has received funds on behalf of the Lenders or the Lender Group (any such Lender, member of the Lender Group or other recipient (and each of their respective successors and assigns), a “Payment Recipient”) that (i) if the Administrator notifies such Purchaser that the Administrator has Agents have determined in its their 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 Agents) received by such Purchaser Payment Recipient from the Administrator Agents or any of its their Affiliates were erroneously or mistakenly transmitted to, or otherwise erroneously or mistakenly received by, such Purchaser Payment Recipient (whether or not known to such Purchaser Lender, member of the Lender Group or other Payment Recipient 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 Purchaser Erroneous Payment shall at all times remain the property of Agents pending its return or repayment as contemplated below in this Section 16.13 and held in trust for the benefit of Agents, and the Lenders or member of the Lender Group 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 one two (2) Business Day thereafterDays thereafter (or such later date as Agents may, in their sole discretion, specify in writing), return to the Administrator Agents 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 Purchaser to the date such amount is repaid to the Administrator in same day funds at the greater of the Overnight Bank Funding Rate and a rate determined by the Administrator in accordance with banking industry rules on interbank compensation from time to time in effect and (ii) such Purchaser 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 Administrator for the return of any Erroneous Payments received, including without limitation waiver of any defense based on “discharge for value” or any similar doctrine. A notice of the Administrator Agents to any Purchaser Payment Recipient under this clause (a) shall be conclusive, absent manifest error.

Erroneous Payment. (a) Each Purchaser Lender hereby agrees that (i) if the Administrator Administrative Agent notifies such Purchaser Lender that the Administrator Administrative Agent has determined in its sole discretion that any funds received by such Purchaser Lender from the Administrator Administrative Agent or any of its Affiliates were erroneously transmitted to, or otherwise erroneously or mistakenly received by, such Purchaser Lender (whether or not known to such Purchaser Lender) (whether as a payment, prepayment or repayment of principal, interest, fees or otherwise); individually and collectively, an a “Erroneous Payment”) within ten (10) Business Days of the making of such Erroneous Payment, and demands the return of such Erroneous Payment (or a portion thereof), such Purchaser Lender shall promptly, but in no event later than one five (5) Business Day Days thereafter, return to the Administrator 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 last day of such Erroneous Payment five (or portion thereof5) was received by such Purchaser Business Day period to the date such amount is repaid to the Administrator Administrative Agent in same day funds at the greater of the Overnight Bank Funding Federal Funds Effective Rate and a rate determined by the Administrator 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 Purchaser Lender shall not assert any right or claim to the Erroneous Payment, and hereby waives waives, any claim, counterclaim, defense or right of set-off or recoupment with respect to any demand, claim or counterclaim by the Administrator 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 doctrine. A notice of the Administrator Administrative Agent to any Purchaser Lender under this clause (a) shall be conclusive, absent manifest error.

Erroneous Payment. (a) Each Purchaser hereby agrees that 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 such Lender (iany such Lender, Secured Party or other recipient, a “Payment Recipient”) if the Administrator notifies such Purchaser that the Administrator 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 Purchaser Payment Recipient from the Administrator Administrative Agent or any of its Affiliates were erroneously transmitted to, or otherwise erroneously or mistakenly received by, such Purchaser Payment Recipient (whether or not known to such Purchaser 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 fees, distribution or otherwise); , individually and collectively, an “Erroneous Payment”) and demands the return of such Erroneous Payment (or a portion thereof), such Purchaser 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 one two (2) Business Day Days thereafter, return to the Administrator 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 Purchaser Payment Recipient to the date such amount is repaid to the Administrator Administrative Agent in same day funds at the greater of the Overnight Bank Funding Rate and a rate determined by the Administrator Administrative Agent in accordance with banking industry rules on interbank compensation from time to time in effect and (ii) such Purchaser 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 Administrator for the return of any Erroneous Payments received, including without limitation waiver of any defense based on “discharge for value” or any similar doctrineeffect. A notice of the Administrator Administrative Agent to any Purchaser Payment Recipient under this clause (a) shall be conclusive, absent manifest error.

Erroneous Payment. (aa)If 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”) Each Purchaser hereby agrees that (i) if the Administrator notifies such Purchaser that the Administrator Administrative Agent has determined in its sole discretion (whether or not after receipt of any notice under Section 12.30(b)) that any funds received by such Purchaser Payment Recipient from the Administrator Administrative Agent or any of its Affiliates were erroneously transmitted to, or otherwise erroneously or mistakenly received by, such Purchaser Payment Recipient (whether or not known to such Purchaser 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 fees, distribution or otherwise); , individually and collectively, an “Erroneous Payment”) and demands the return of such Erroneous Payment (or a portion thereof), such Purchaser Erroneous Payment shall at all times remain the property of Administrative Agent and shall be segregated by the Payment Recipient and held in trust for the benefit of 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 one two (2) Business Day Days thereafter, return to the Administrator 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 Purchaser Payment Recipient to the date such amount is repaid to the Administrator Administrative Agent in same day funds at the greater of the Overnight Bank Funding Federal Funds Effective Rate and a rate determined by the Administrator Administrative Agent in accordance with banking industry rules on interbank compensation from time to time in effect and (ii) such Purchaser 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 Administrator for the return of any Erroneous Payments received, including without limitation waiver of any defense based on “discharge for value” or any similar doctrineeffect. A notice of the Administrator Administrative Agent to any Purchaser Payment Recipient under this clause (aSection 12.30(a) shall be conclusive, absent manifest error.

Erroneous Payment. (a) Each Purchaser hereby agrees that If the Administrative Agent notifies a Lender (iany such Lender, a “Payment Recipient”) if the Administrator notifies such Purchaser that the Administrator 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 Purchaser Payment Recipient from the Administrator Administrative Agent or any of its Affiliates were erroneously transmitted to, or otherwise erroneously or mistakenly received by, such Purchaser Payment Recipient (whether or not known to such Purchaser Payment Recipient) (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 Purchaser 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 Payment Recipient shall promptly, but in no event later than one two Business Day Days thereafter, return to the Administrator 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 Purchaser Payment Recipient to the date such amount is repaid to the Administrator Administrative Agent in same day funds at the greater of the Overnight Bank Funding Federal Funds Rate and a rate determined by the Administrator Administrative Agent in accordance with banking industry rules on interbank compensation from time to time in effect and (ii) such Purchaser 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 Administrator for the return of any Erroneous Payments received, including without limitation waiver of any defense based on “discharge for value” or any similar doctrineeffect. A notice of the Administrator Administrative Agent to any Purchaser Payment Recipient under this clause (a) shall be conclusive, absent manifest error.

Erroneous Payment. (a) Each Purchaser hereby agrees that If the Administrative Agent (ix) if the Administrator notifies a Lender, or any Person who has received funds on behalf of a Lender (any such Purchaser Lender or other recipient (and each of their respective successors and assigns), a “Payment Recipient”) that the Administrator Administrative 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 Purchaser Payment Recipient from the Administrator Administrative Agent or any of its Affiliates were erroneously or mistakenly transmitted to, or otherwise erroneously or mistakenly received by, such Purchaser Payment Recipient (whether or not known to such Purchaser Lender or other Payment Recipient 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 Purchaser Erroneous Payment shall at all times remain the property of the Administrative Agent pending its return or repayment as contemplated below in this Section 10.10 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 one two (2) Business Day thereafterDays thereafter (or such later date as the Administrative Agent may, in its sole discretion, specify in writing), return to the Administrator 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 Purchaser Payment Recipient to the date such amount is repaid to the Administrator Administrative Agent in same day funds at the greater of the Overnight Bank Funding Federal Funds Rate and a rate determined by the Administrator Administrative Agent in accordance with banking industry rules on interbank compensation from time to time in effect and (ii) such Purchaser 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 Administrator for the return of any Erroneous Payments received, including without limitation waiver of any defense based on “discharge for value” or any similar doctrineeffect. A notice of the Administrator Administrative Agent to any Purchaser Payment Recipient under this clause (a) shall be conclusive, absent manifest error.

Erroneous Payment. (a) Each Purchaser hereby agrees that If the Administrative Agent notifies a Lender, Secured Party or any Person (iother than a Loan Party) if the Administrator notifies who has received funds on behalf of a Lender or Secured Party such Purchaser Lender (any such Lender, Secured Party or other recipient (other than a Loan Party), a “Payment Recipient”) that the Administrator 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 Purchaser Payment Recipient from the Administrator Administrative Agent or any of its Affiliates were erroneously transmitted to, or otherwise erroneously or mistakenly received by, such Purchaser Payment Recipient (whether or not known to such Purchaser 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 fees, distribution or otherwise); , individually and collectively, an “Erroneous Payment”) and demands the return of such Erroneous Payment (or a portion thereof) (provided, that, without limiting any other rights or remedies (whether at law or in equity), the Administrative Agent may not make any such demand under this clause (a) with respect to an Erroneous Payment unless such demand is made within 30 days of the date of receipt of such Erroneous Payment by the applicable Payment Recipient), such Purchaser 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 one two Business Day Days thereafter, return to the Administrator 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 Purchaser to the date such amount is repaid to the Administrator in same day funds at the greater of the Overnight Bank Funding Rate and a rate determined by the Administrator in accordance with banking industry rules on interbank compensation from time to time in effect and (ii) such Purchaser 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 Administrator for the return of any Erroneous Payments received, including without limitation waiver of any defense based on “discharge for value” or any similar doctrine. A notice of the Administrator Administrative Agent to any Purchaser Payment Recipient under this clause (a) shall be conclusive, absent manifest error.

Erroneous Payment. (a) Each Purchaser hereby agrees that If the Administrative Agent (ix) if the Administrator notifies a Lender or Secured Party, or any Person who has received funds on behalf of a Lender or Secured Party (any such Purchaser Lender, Secured Party or other recipient (and each of their respective successors and assigns), a “Payment Recipient”) that the Administrator Administrative Agent has determined in its sole reasonable 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 Purchaser Payment Recipient from the Administrator Administrative Agent or any of its Affiliates were erroneously or mistakenly transmitted to, or otherwise erroneously or mistakenly received by, such Purchaser Payment Recipient (whether or not known to such Purchaser Lender, Secured Party or other Payment Recipient 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) (provided, that, without limiting any other rights or remedies (whether at law or in equity), the Administrative Agent may not make any such demand under this clause (a) with respect to an Erroneous Payment unless such demand is made within five (5) Business Days of the date of receipt of such Erroneous Payment by the applicable Payment Recipient), such Purchaser Erroneous Payment shall at all times remain the property of the Administrative Agent pending its return or repayment as contemplated below in this Section 8.16 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 one two (2) Business Day thereafterDays thereafter (or such later date as the Administrative Agent may, in its sole discretion, specify in writing) return to the Administrator Administrative Agent the amount of any such Erroneous Payment (or portion thereof) as to which such a demand was made, made in same day funds (in the currency so received), and 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 Purchaser Payment Recipient to the date such amount is repaid to the Administrator Administrative Agent in same day funds at the greater of the Overnight Bank Funding Federal Funds Rate and a rate determined by the Administrator Administrative Agent in accordance with banking industry rules on interbank compensation from time to time in effect and (ii) such Purchaser 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 Administrator for the return of any Erroneous Payments received, including without limitation waiver of any defense based on “discharge for value” or any similar doctrineeffect. A notice of the Administrator Administrative Agent to any Purchaser Payment Recipient under this clause (a) shall be conclusive, absent manifest error.

Erroneous Payment. (a) Each Purchaser Lender and each Issuing LenderL/C Issuer (and each Participant of any of the foregoing, by its acceptance of a Participation Amount) hereby acknowledges and agrees that (i) if the Administrator Administrative Agent notifies such Purchaser Lender or Issuing LenderL/C Issuer that the Administrator Administrative Agent has determined in its sole discretion that any funds (or any portion thereof) received by such Purchaser Lender or Issuing LenderL/C Issuer (any of the foregoing, a “Recipient”) from the Administrator Administrative Agent (or any of its Affiliates Affiliates) were erroneously transmitted to, or otherwise erroneously or mistakenly received by, such Purchaser Recipient (whether or not known to such Purchaser 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 Purchaser Recipient shall promptly, but in no event later than one two (2) Business Day Days thereafter, return to the Administrator 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 two (2) Business Days 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 Purchaser Recipient to the date such amount is repaid to the Administrator in same day funds Administrative Agent at the greater of the Overnight Bank Funding Federal Funds Effective Rate and a rate determined by the Administrator Administrative Agent in accordance with banking industry rules on interbank compensation from time to time in effect and (ii) such Purchaser 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 Administrator for the return of any Erroneous Payments received, including without limitation waiver of any defense based on “discharge for value” or any similar doctrine. A notice of the Administrator to any Purchaser under this clause (a) shall be conclusive, absent manifest erroreffect.

Erroneous Payment. (a) Each Purchaser Lender and L/C Issuer hereby agrees that (ix) if the Administrator Administrative Agent notifies such Purchaser Lender or L/C Issuer that the Administrator Administrative Agent has determined in its sole discretion that any funds received by such Purchaser Lender or L/C Issuer from the Administrator Administrative Agent or any of its Affiliates were erroneously transmitted to, or otherwise erroneously or mistakenly received by, such Purchaser (whether or not known to such Purchaser (whether as a payment, prepayment or repayment of principal, interest, fees or otherwise); individually and collectively, an a “Erroneous Payment”) were erroneously transmitted to such Lender or L/C Issuer (whether or not known to such Lender or L/C Issuer), and demands the return of such Erroneous Payment (or a portion thereof), such Purchaser Lender or L/C Issuer shall promptly, but in no event later than one Business Day thereafter, return to the Administrator Administrative Agent the amount of any such Erroneous Payment (or portion thereof) as to which such a demand was made, made in same day funds (in the currency so received)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 Purchaser Lender or L/C Issuer to the date such amount is repaid to the Administrator in same day funds Administrative Agent at the greater of the Overnight Bank Funding NYFRB Rate and a rate determined by the Administrator Administrative Agent in accordance with banking industry rules on interbank compensation from time to time in effect effect, and (iiy) to the extent permitted by applicable law, such Purchaser Lender or L/C Issuer shall not assert any right or claim to the Erroneous Paymentassert, and hereby waives waives, as to the Administrative Agent, any claim, counterclaim, defense or right of set-off or recoupment with respect to any demand, claim or counterclaim by the Administrator 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 doctrine. A notice of the Administrator Administrative Agent to any Purchaser Lender or L/C Issuer under this clause (a) Section 9.17 shall be conclusive, absent manifest error.

Erroneous Payment. (a) Each Purchaser hereby agrees that If the Administrative Agent notifies a Lender, Issuing Lender, Swingline Lender, or Secured Party, or any Person who has received funds on behalf of a Lender, Issuing Lender, Swingline Lender, or Secured Party (iany such Lender, Issuing Lender, Swingline Lender, Secured Party or other recipient, a “Payment Recipient”) if the Administrator notifies such Purchaser that the Administrator 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 Purchaser Payment Recipient from the Administrator Administrative Agent or any of its Affiliates were erroneously transmitted to, or otherwise erroneously or mistakenly received by, such Purchaser Payment Recipient (whether or not known to such Purchaser Lender, Issuing Lender, Swingline 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 fees, distribution or otherwise); , individually and collectively, an “Erroneous Payment”) and demands the return of such Erroneous Payment (or a portion thereof), such Purchaser 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, Issuing Lender, Swingline 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 115 no event later than one two Business Day Days thereafter, return to the Administrator 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 Purchaser Payment Recipient to the date such amount is repaid to the Administrator Administrative Agent in same day funds at the greater of the Overnight Bank Funding Federal Funds Effective Rate and a rate determined by the Administrator Administrative Agent in accordance with banking industry rules on interbank compensation from time to time in effect and (ii) such Purchaser 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 Administrator for the return of any Erroneous Payments received, including without limitation waiver of any defense based on “discharge for value” or any similar doctrineeffect. A notice of the Administrator Administrative Agent to any Purchaser Payment Recipient under this clause (a) shall be conclusive, absent manifest error.

Erroneous Payment. 276. If the Administrative Agent notifies a Lender, Issuing Bank or Secured Party, or any Person who has received funds on behalf of a Lender, Issuing Bank or Secured Party such Lender or Issuing Bank (aany such Lender, Issuing Bank, Secured Party or other recipient, a “Payment Recipient”) Each Purchaser hereby agrees that (i) if the Administrator notifies such Purchaser that the Administrator Administrative Agent has determined in its sole discretion (whether or not after receipt of any notice under Section 8.12(b)) that any funds received by such Purchaser Payment Recipient from the Administrator Administrative Agent or any of its Affiliates were erroneously transmitted to, or otherwise erroneously or mistakenly received by, such Purchaser Payment Recipient (whether or not known to such Purchaser Lender, Issuing Bank, Secured Party or other Payment Recipient 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) (provided, that, without limiting any other rights or remedies (whether at law or in equity), the Administrative Agent may not make any such demand under this clause (a) with respect to an Erroneous Payment unless such demand is made within 90 days of the date of receipt of such Erroneous Payment by the applicable Payment Recipient), such Purchaser 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, 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 one two Business Day Days thereafter, return to the Administrator 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 Purchaser Payment Recipient to the date such amount is repaid to the Administrator Administrative Agent in same day funds at the greater of the Overnight Bank Funding Federal Funds Rate and a rate determined by the Administrator Administrative Agent in accordance with banking industry rules on interbank compensation from time to time in effect and (ii) such Purchaser 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 Administrator for the return of any Erroneous Payments received, including without limitation waiver of any defense based on “discharge for value” or any similar doctrineeffect. A notice of the Administrator Administrative Agent to any Purchaser Payment Recipient under this clause (a) shall be conclusive, absent manifest error.

Erroneous Payment. (a) Each Purchaser hereby agrees that If the Agent (ix) if the Administrator notifies a Lender, or any Person who has received funds on behalf of a Lender (any such Purchaser Lender or other recipient (and each of their respective successors and assigns), a “Payment Recipient”) that the Administrator 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 Agent) received by such Purchaser Payment Recipient from the Administrator Agent or any of its Affiliates were erroneously or mistakenly transmitted to, or otherwise erroneously or mistakenly received by, such Purchaser Payment Recipient (whether or not known to such Purchaser Lender or other Payment Recipient 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 Purchaser Erroneous Payment shall at all times remain the property of the Agent pending its return or repayment as contemplated below in this Section 8.11 and held in trust for the benefit of the 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 one two Business Day thereafterDays thereafter (or such later date as the Agent may, in its sole discretion, specify in writing), return to the Administrator 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 Agent) in respect of each day from and including the date such Erroneous Payment (or portion thereof) was received by such Purchaser Payment Recipient to the date such amount is repaid to the Administrator Agent in same day funds at the greater of (1) the Overnight Bank Funding Federal Funds Rate in the case of Advances and (2) a rate determined by the Administrator Agent in accordance with banking industry rules on interbank compensation from time to time in effect and (ii) such Purchaser 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 Administrator for the return of any Erroneous Payments received, including without limitation waiver of any defense based on “discharge for value” or any similar doctrineeffect. A notice of the Administrator Agent to any Purchaser Payment Recipient under this clause (a) shall be conclusive, absent manifest error.

Erroneous Payment. (aa)If Administrative Agent notifies a Lender, or any Person who has received funds on behalf of a Lender (any such Lender or other recipient, a “Payment Recipient”) Each Purchaser hereby agrees that (i) if the Administrator notifies such Purchaser that the Administrator Administrative Agent has determined in its sole discretion (whether or not after receipt of any notice under Section 12.30(b)) that any funds received by such Purchaser Payment Recipient from the Administrator Administrative Agent or any of its Affiliates were erroneously or mistakenly transmitted to, or otherwise erroneously or mistakenly received by, such Purchaser Payment Recipient (whether or not known to such Purchaser Lender or other Payment Recipient 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 Purchaser Erroneous Payment shall at all times remain the property of Administrative Agent and shall be segregated by the Payment Recipient and held in trust for the benefit of 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 one two (2) Business Day thereafterDays thereafter (or such later date as the Administrative Agent may, in its sole discretion, specify in writing), return to the Administrator 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 Purchaser Payment Recipient to the date such amount is repaid to the Administrator Administrative Agent in same day funds at the greater of the Overnight Bank Funding Federal Funds Effective Rate and a rate determined by the Administrator Administrative Agent in accordance with banking industry rules on interbank compensation from time to time in effect and (ii) such Purchaser 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 Administrator for the return of any Erroneous Payments received, including without limitation waiver of any defense based on “discharge for value” or any similar doctrineeffect. A notice of the Administrator Administrative Agent to any Purchaser Payment Recipient under this clause (aSection 12.30(a) shall be conclusive, absent manifest error.. ​

Erroneous Payment. (a) Each Purchaser Lender and each LC Issuer hereby agrees that (i) if the Administrator Administrative Agent notifies a Lender, LC Issuer or other Credit Party who has received funds on behalf of a Lender, LC Issuer or other Credit Party (any such Purchaser Lender, LC Issuer or other Credit Party (and each of their respective successors and assigns), a “Payment Recipient”) that the Administrator Administrative Agent has determined in its sole discretion that any funds (as set forth in such notice from the Administrative Agent) received by such Purchaser Payment Recipient from the Administrator Administrative Agent, any of its sub-agents or any of its Affiliates were erroneously or mistakenly transmitted to, or otherwise erroneously or mistakenly received by, such Purchaser Payment Recipient (whether or not known 217 KE 103372065 to such Purchaser Lender, LC Issuer, other Credit Party or other Payment Recipient on its behalf) (any such funds, whether transmitted or received 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 Purchaser Lender, LC Issuer or other Credit 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 one (1) Business Day thereafter, return to the Administrator Administrative Agent (or its sub-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 Purchaser Payment Recipient to the date such amount is repaid to the Administrator Administrative Agent (or its sub-agent) in same day funds at the greater of the Overnight Bank Funding Base Rate and a rate determined by the Administrator Administrative Agent in accordance with banking industry rules on interbank compensation from time to time in effect and (ii) such Purchaser 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 Administrator for the return of any Erroneous Payments received, including without limitation waiver of any defense based on “discharge for value” or any similar doctrineeffect. A notice of the Administrator Administrative Agent to any Purchaser Payment Recipient under this clause (aSection 10.26(a) shall be conclusive, absent manifest error. For avoidance of doubt, for purposes of this Section 10.26, any payments made by the Administrative Agent shall include payments made by its sub-agent (including any paying agent) and payments made from any account of such sub-agent (including any paying agent) in accordance with Section 9.5.

Erroneous Payment. i. If the Administrative Agent notifies a Lender, Issuing Bank or Secured Party, or any Person who has received funds on behalf of a Lender, Issuing Bank or Secured Party (aany such Lender, Issuing Bank, Secured Party or other recipient, a “Payment Recipient”) Each Purchaser hereby agrees that (i) if the Administrator notifies such Purchaser that the Administrator Administrative Agent has determined in its sole discretion that any funds received by such Purchaser Payment Recipient from the Administrator Administrative Agent or any of its Affiliates were erroneously transmitted to, or otherwise erroneously or mistakenly received by, such Purchaser Payment Recipient (whether or not known to such Purchaser Lender, Issuing Bank, Secured Party or other Payment Recipient 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 Purchaser 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, 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 one two Business Day Days thereafter, return to the Administrator 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 Purchaser Payment Recipient to the date such amount is repaid to the Administrator Administrative Agent in same day funds at the greater of the Overnight Bank Funding Federal Funds Effective Rate and a rate determined by the Administrator Administrative Agent in accordance with banking industry rules on interbank compensation from time to time in effect and (ii) such Purchaser 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 Administrator for the return of any Erroneous Payments received, including without limitation waiver of any defense based on “discharge for value” or any similar doctrineeffect. A notice of the Administrator Administrative Agent to any Purchaser Payment Recipient under this clause (a) shall be conclusive, absent manifest error. If a Payment Recipient receives any payment, prepayment or repayment of principal, interest, fees, distribution or otherwise and does not receive a corresponding payment notice or payment advice, such payment, prepayment or repayment shall be presumed to be in error absent written confirmation from the Administrative Agent to the contrary.

Erroneous Payment. (a) Each Purchaser Lender hereby agrees that (i) if the Administrator any Agent notifies such Purchaser Lender that the Administrator such Agent has determined in its sole discretion that any funds received by such Purchaser Lender from the Administrator such Agent or any of its Affiliates were erroneously or mistakenly transmitted to, or otherwise erroneously or mistakenly received by, such Purchaser Lender (whether or not known to such Purchaser Lender) (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 Purchaser Lender shall promptly, but in no event later than one Business Day thereafter, return to the Administrator such 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 Purchaser Lender to the date such amount is repaid to the Administrator such Agent in same day funds at the greater of the Overnight Bank Funding Federal Funds Rate and a rate determined by the Administrator 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 Purchaser Lender 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 Administrator any 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 doctrine. A notice of the Administrator any Agent to any Purchaser Lender under this clause (a) shall be conclusive, absent manifest error.

Erroneous Payment. (a) Each Purchaser hereby agrees that If the Administrative Agent (ix) if the Administrator notifies a Lender, Credit Party or Secured Party, or any Person who has received funds on behalf of a Lender, Credit Party or Secured Party (any such Purchaser Lender, Credit Party, Secured Party or other recipient, a “Payment Recipient”) that the Administrator Administrative 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 Purchaser Payment Recipient from the Administrator Administrative Agent or any of its Affiliates were erroneously or mistakenly transmitted to, or otherwise erroneously or mistakenly received by, such Purchaser Payment Recipient (whether or not known to such Purchaser Lender, Credit Party, Secured Party or other Payment Recipient on its behalf) (any such funds, whether transmitted or received as a payment, prepayment payment 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 Purchaser Erroneous Payment shall at all times remain the property of the Administrative Agent pending its return or repayment as contemplated below in this Section 10.10 and held in trust for the benefit of the Administrative Agent, and such Lender, Credit Party 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 one two Business Day thereafterDays thereafter (or such later date as the Administrative Agent may, in its sole discretion, specify in writing), return to the Administrator 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 Purchaser Payment Recipient to the date such amount is repaid to the Administrator Administrative Agent in same day funds at the greater of the Overnight Bank Funding Federal Funds Effective Rate and a rate determined by the Administrator Administrative Agent in accordance with banking industry rules on interbank compensation from time to time in effect and (ii) such Purchaser 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 Administrator for the return of any Erroneous Payments received, including without limitation waiver of any defense based on “discharge for value” or any similar doctrineeffect. A notice of the Administrator Administrative Agent to any Purchaser Payment Recipient under this clause (a) shall be conclusive, absent manifest error.

Erroneous Payment. (a) i. Each Purchaser Lender hereby agrees that (i) if the Administrator Administrative Agent notifies such Purchaser Lender that the Administrator Administrative Agent has determined in its sole discretion that any funds received by such Purchaser Xxxxxx from the Administrator Administrative Agent or any of its Affiliates were erroneously transmitted to, or otherwise erroneously or mistakenly received by, such Purchaser Lender (whether or not known to such Purchaser Lender (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 Purchaser Lender shall promptly, but in no event later than one Business Day thereafter, return to the Administrator 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 Purchaser Lender to the date such amount is repaid to the Administrator Administrative Agent in same day funds at the greater of the Overnight Bank Funding Rate and a rate determined by the Administrator Administrative Agent in accordance with banking industry rules on interbank compensation from time to time in effect effect, and (ii) such Purchaser Lender 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 Administrator 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 doctrine. A notice of the Administrator to any Purchaser under this clause (a) shall be conclusive, absent manifest errorError! Unknown document property name.

Erroneous Payment. (a) Each Purchaser hereby agrees that If the Administrative Agent (ix) if the Administrator notifies a Lender, or any Person who has received funds on behalf of a Lender (any such Purchaser Lender or other recipient (and each of their respective successors and assigns), a “Payment Recipient”) that the Administrator Administrative 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 Purchaser Payment Recipient from the Administrator Administrative Agent or any of its Affiliates were erroneously or mistakenly transmitted to, or otherwise erroneously or mistakenly received by, such Purchaser Payment Recipient (whether or not known to such Purchaser Lender or other Payment Recipient on its behalf) (any such funds, whether transmitted or received as a payment, prepayment or repayment of principalAdvances, interestfees, 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 Purchaser Erroneous Payment shall at all times remain the property of the Administrative Agent pending its return or repayment as contemplated below in this Section 11.10 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 one two (2) Business Day thereafterDays thereafter (or such later date as the Administrative Agent may, in its sole discretion, specify in writing), return to the Administrator 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 Purchaser Payment Recipient to the date such amount is repaid to the Administrator Administrative Agent in same day funds at the greater of the Overnight Bank Funding Federal Funds Rate and a rate determined by the Administrator Administrative Agent in accordance with banking industry rules on interbank compensation from time to time in effect and (ii) such Purchaser 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 Administrator for the return of any Erroneous Payments received, including without limitation waiver of any defense based on “discharge for value” or any similar doctrineeffect. A notice of the Administrator Administrative Agent to any Purchaser Payment Recipient under this clause (a) shall be conclusive, absent manifest error.. 38982592.v4

Erroneous Payment. (a) Each Purchaser hereby agrees that If the Administrative Agent (ix) if notifies a Lender, Issuing Bank or any Person (excluding, for the Administrator notifies avoidance of doubt, the Borrower and its Affiliates) who has received funds on behalf of a Lender or Issuing Bank (any such Purchaser Lender, Issuing Bank, or other recipient (and each of their respective successors and assigns), a “Payment Recipient”) that the Administrator Administrative Agent has determined in its sole reasonable 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 Purchaser Payment Recipient from the Administrator Administrative Agent or any of its Affiliates were erroneously or mistakenly transmitted to, or otherwise erroneously or mistakenly received by, such Purchaser Payment Recipient (whether or not known to such Purchaser Lender, Issuing Bank or other Payment Recipient 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 Purchaser Erroneous Payment shall at all times remain the property of the Administrative Agent pending its return or repayment as contemplated below in this Section 10.23 and held in trust for the benefit of the Administrative Agent, and such Lender or Issuing Bank 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 one two Business Day thereafterDays thereafter (or such later date as the Administrative Agent may, in its sole discretion, specify in writing), return to the Administrator 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 Purchaser Payment Recipient to the date such amount is repaid to the Administrator Administrative Agent in same day funds at the greater of the Overnight Bank Funding Federal Funds Rate and a rate determined by the Administrator Administrative Agent in accordance with banking industry rules on interbank compensation from time to time in effect and (ii) such Purchaser 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 Administrator for the return of any Erroneous Payments received, including without limitation waiver of any defense based on “discharge for value” or any similar doctrineeffect. A notice of the Administrator Administrative Agent to any Purchaser Payment Recipient under this clause (a) shall be conclusive, absent manifest error.

Erroneous Payment. (a) Each Purchaser Lender hereby agrees that (i) if the Administrator Agent (x) notifies a Lender or any Person who has received funds on behalf of a Lender (any such Purchaser Lender or other recipient, a “Payment Recipient”) that the Administrator 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 Agent) received by such Purchaser Payment Recipient from the Administrator Agent or any of its Affiliates were erroneously or mistakenly transmitted to, or otherwise erroneously or mistakenly received by, such Purchaser Payment Recipient (whether or not known to such Purchaser Lender or other such Payment Recipient on its behalf) (any such funds, whether transmitted or received as a payment, prepayment or repayment of principal, interest, fees or otherwise); , individually and collectively, an “Erroneous Payment”) and (y) demands in writing the return of such Erroneous Payment (or a portion thereof), such Purchaser Payment Recipient shall promptly, but in no event later than one (1) Business Day thereafterthereafter (or such later date as Agent may, in its sole discretion, specify in writing), return to the Administrator 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 Agent) in respect of each day from and including the date such Erroneous Payment (or portion thereof) was received by such Purchaser Lender to the date such amount is repaid to the Administrator Agent in same day funds at the greater of the Overnight Bank Funding Rate overnight bank funding rate and a rate determined by the Administrator Agent in accordance with banking industry rules on interbank compensation from time to time in effect effect, and (ii) such Purchaser Lender 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 Administrator Agent for the return of any Erroneous Payments received, including without limitation waiver of any defense based on “discharge for value” or any similar doctrine. A notice of the Administrator Agent to any Purchaser Lender under this clause subsection (a) shall be conclusive, absent manifest error.. 121

Erroneous Payment. (a) Each Purchaser hereby agrees that If the Administrative Agent notifies a Lender, Issuing Lender, Swingline Lender, or Secured Party, or any Person who has received funds on behalf of a Lender, Issuing Lender, Swingline Lender, or Secured Party (iany such Lender, Issuing Lender, Swingline Lender, Secured Party or other 115 recipient, a “Payment Recipient”) if the Administrator notifies such Purchaser that the Administrator 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 Purchaser Payment Recipient from the Administrator Administrative Agent or any of its Affiliates were erroneously transmitted to, or otherwise erroneously or mistakenly received by, such Purchaser Payment Recipient (whether or not known to such Purchaser Lender, Issuing Lender, Swingline 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 fees, distribution or otherwise); , individually and collectively, an “Erroneous Payment”) and demands the return of such Erroneous Payment (or a portion thereof), such Purchaser 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, Issuing Lender, Swingline 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 one two Business Day Days thereafter, return to the Administrator 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 Purchaser Payment Recipient to the date such amount is repaid to the Administrator Administrative Agent in same day funds at the greater of the Overnight Bank Funding Federal Funds Effective Rate and a rate determined by the Administrator Administrative Agent in accordance with banking industry rules on interbank compensation from time to time in effect and (ii) such Purchaser 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 Administrator for the return of any Erroneous Payments received, including without limitation waiver of any defense based on “discharge for value” or any similar doctrineeffect. A notice of the Administrator Administrative Agent to any Purchaser Payment Recipient under this clause (a) shall be conclusive, absent manifest error.

Erroneous Payment. (a) Each Purchaser hereby agrees that If the Administrative Agent (ix) if the Administrator notifies a Lender, Credit Party or Secured Party, or any Person who has received funds on behalf of a Lender, Credit Party or Secured Party (any such Purchaser Lender, Credit Party, Secured Party or other recipient, a “Payment Recipient”) that the Administrator Administrative 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 Purchaser Payment Recipient from the Administrator Administrative Agent or any of its Affiliates were erroneously or mistakenly transmitted to, or otherwise erroneously or mistakenly received by, such Purchaser Payment Recipient (whether or not known to such Purchaser Lender, Credit Party, Secured Party or other Payment Recipient 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 Purchaser Erroneous Payment shall at all times remain the property of the Administrative Agent pending its return or repayment as contemplated below in this Section 10.10 and held in trust for the benefit of the Administrative Agent, and such Lender, Credit Party 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 one two (2) Business Day thereafterDays thereafter (or such later date as the Administrative Agent may, in its sole discretion, specify in writing), return to the Administrator 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 Purchaser Payment Recipient to the date such amount is repaid to the Administrator Administrative Agent in same day funds at the greater of the Overnight Bank Funding Federal Funds Rate and a rate determined by the Administrator Administrative Agent in accordance with banking industry rules on interbank compensation from time to time in effect and (ii) such Purchaser 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 Administrator for the return of any Erroneous Payments received, including without limitation waiver of any defense based on “discharge for value” or any similar doctrineeffect. A notice of the Administrator Administrative Agent to any Purchaser Payment Recipient under this clause (a) shall be conclusive, absent manifest error.

Erroneous Payment. (a) Each If the Administrative Agent (x) notifies a Purchaser, Purchaser hereby agrees that Agent or Liquidity Bank, or any Person who has received funds on behalf of a Purchaser, Purchaser Agent or Liquidity Bank (iany such Purchaser, Purchaser Agent or Liquidity Bank or other recipient (and each of their respective successors and assigns), a “Payment Recipient”) if the Administrator notifies such Purchaser that the Administrator Administrative 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 Purchaser Payment Recipient from the Administrator Administrative Agent or any of its Affiliates were erroneously or mistakenly transmitted to, or otherwise erroneously or mistakenly received by, such Purchaser Payment Recipient (whether or not known to such Purchaser, Purchaser Agent, Liquidity Bank or other Payment Recipient on its behalf) (any such funds, whether transferred 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 14.17 and held in trust for the benefit of the Administrative Agent, and such Purchaser, Purchaser Agent or Liquidity Bank 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 one two (2) Business Day thereafterDays thereafter (or such later date as the Administrative Agent may, in its sole discretion, specify in writing), return to the Administrator 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 Purchaser Payment Recipient to the date such amount is repaid to the Administrator Administrative Agent in same day funds at the greater of the Overnight Bank Funding Federal Funds Rate and a rate determined by the Administrator Administrative Agent in accordance with banking industry rules on interbank compensation from time to time in effect and (ii) such Purchaser 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 Administrator for the return of any Erroneous Payments received, including without limitation waiver of any defense based on “discharge for value” or any similar doctrineeffect. A notice of the Administrator Administrative Agent to any Purchaser Payment Recipient under this clause (a) shall be conclusive, absent manifest error.

Erroneous Payment. (a) Each Purchaser hereby agrees If any Administrative Agent notifies a Lender, Issuing Lender or Secured Party, or any Person who has received funds on behalf of a Lender, Issuing Lender or Secured Party such Lender or Issuing Lender (any such Lender, Issuing Lender, Secured Party or other recipient, a “Payment Recipient”) that (i) if the Administrator notifies such Purchaser that the Administrator 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 Purchaser Payment Recipient from the Administrator such Administrative Agent or any of its Affiliates were erroneously transmitted to, or otherwise erroneously or mistakenly received by, such Purchaser Payment Recipient (whether or not known to such Purchaser Lender, Issuing 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 fees, distribution or otherwise); , individually and collectively, an “Erroneous Payment”) and demands the return of such Erroneous Payment (or a portion thereof), such Purchaser 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 such Administrative Agent, and such Lender, Issuing 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 one two Business Day Days thereafter, return to the Administrator such 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 Purchaser Payment Recipient to the date such amount is repaid to the Administrator such Administrative Agent in same day funds at the greater of the Overnight Bank Funding Federal Funds Effective Rate and a rate determined by the Administrator such Administrative Agent in accordance with banking industry rules on interbank compensation from time to time in effect and (ii) such Purchaser 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 Administrator for the return of any Erroneous Payments received, including without limitation waiver of any defense based on “discharge for value” or any similar doctrineeffect. A notice of the Administrator applicable Administrative Agent to any Purchaser Payment Recipient under this clause (a) shall be conclusive, absent manifest error.

Erroneous Payment. (a) Each Purchaser Lender hereby agrees that (i) if the Administrator Agent notifies such Purchaser Lender that the Administrator Agent has determined in its sole discretion that any funds received by such Purchaser Lender from the Administrator Agent or any of its Affiliates were erroneously transmitted to, or otherwise erroneously or mistakenly received by, such Purchaser Lender (whether or not known to such Purchaser Lender (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 Purchaser Lender shall promptly, but in no event later than one (1) Business Day thereafter, return to the Administrator 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 Purchaser Lender to the date such amount is repaid to the Administrator Agent in same day funds at the greater of the Overnight Bank Funding Rate and a rate determined by the Administrator Agent in accordance with banking industry rules on interbank compensation from time to time in effect effect, and (ii) such Purchaser Lender 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 Administrator Agent for the return of any Erroneous Payments received, including without limitation waiver of any defense based on “discharge for value” or any similar doctrine. A notice of the Administrator Agent to any Purchaser Lender under this clause (a) shall be conclusive, absent manifest error.. 176

Erroneous Payment. If the Revolving Facility Administrative Agent (ax) Each Purchaser hereby agrees that notifies a Revolving Lender or any Person who has received funds on behalf of a Revolving Lender (iany such Revolving Lender or other recipient (and each of their respective successors and assigns), a “Payment Recipient”) if the Administrator notifies such Purchaser that the Administrator Revolving Facility Administrative 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 Revolving Facility Administrative Agent) received by such Purchaser Payment Recipient from the Administrator Revolving Facility Administrative Agent or any of its Affiliates were erroneously or mistakenly transmitted to, or otherwise erroneously or mistakenly received by, such Purchaser Payment Recipient (whether or not known to such Purchaser Revolving Lender or other Payment Recipient 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 Purchaser Erroneous Payment shall at all times remain the property of the Revolving Facility Administrative Agent pending its return or repayment as contemplated below in this Section 10.13 and held in trust for the benefit of the Revolving Facility Administrative Agent, and such Revolving 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 one two Business Day thereafterDays thereafter (or such later date as the Revolving Facility Administrative Agent may, in its sole discretion, specify in writing), return to the Administrator Revolving Facility 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 Revolving Facility Administrative Agent) in respect of each day from and including the date such Erroneous Payment (or portion thereof) was received by such Purchaser Payment Recipient to the date such amount is repaid to the Administrator Revolving Facility Administrative Agent in same day funds at the greater of the Overnight Bank Funding Rate Federal Funds Rate, or with respect to Alternative Currencies, the applicable benchmark rate, and a rate determined by the Administrator Revolving Facility Administrative Agent in accordance with banking industry rules on interbank compensation from time to time in effect and (ii) such Purchaser 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 Administrator for the return of any Erroneous Payments received, including without limitation waiver of any defense based on “discharge for value” or any similar doctrineeffect. A notice of the Administrator Revolving Facility Administrative Agent to any Purchaser Payment Recipient under this clause (a) shall be conclusive, absent manifest error.

Erroneous Payment. (a) Each Purchaser hereby agrees that If the Agent (ix) if the Administrator notifies a Lender, or any Person who has received funds on behalf of a Lender (any such Purchaser Lender or other recipient (and each of their respective successors and assigns), a “Payment Recipient”) that the Administrator 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 Agent) received by such Purchaser Payment Recipient from the Administrator Agent or any of its Affiliates were erroneously or mistakenly transmitted to, or otherwise erroneously or mistakenly received by, such Purchaser Payment Recipient (whether or not known to such Purchaser Lender or other Payment Recipient on its behalf) (any such funds, whether transmitted or received as a payment, prepayment or repayment of principal, interest, 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 Purchaser Erroneous Payment shall at all times remain the property of the Agent pending its return or repayment as contemplated below in this Section 8.11 and held in trust for the benefit of the 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 one two Business Day thereafterDays thereafter (or such later date as the Agent may, in its sole Exhibit 10.03 discretion, specify in writing), return to the Administrator 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 Agent) in respect of each day from and including the date such Erroneous Payment (or portion thereof) was received by such Purchaser Payment Recipient to the date such amount is repaid to the Administrator Agent in same day funds at the greater of (1) the Overnight Bank Funding Federal Funds Rate in the case of Advances and (2) a rate determined by the Administrator Agent in accordance with banking industry rules on interbank compensation from time to time in effect and (ii) such Purchaser 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 Administrator for the return of any Erroneous Payments received, including without limitation waiver of any defense based on “discharge for value” or any similar doctrineeffect. A notice of the Administrator Agent to any Purchaser Payment Recipient under this clause (a) shall be conclusive, absent manifest error.

Erroneous Payment. (a) Each Purchaser hereby agrees that If the Administrative Agent notifies a Lender, Letter of Credit Issuer or Secured Party, or any Person who has received funds on behalf of a Lender, Letter of Credit Issuer or Secured Party, such Lender or Letter of Credit Issuer (iany such Lender, Letter of Credit Issuer, Secured Party or other recipient, a “Payment Recipient”) if the Administrator notifies such Purchaser that the Administrator 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 Purchaser Payment Recipient from the Administrator Administrative Agent or any of its Affiliates were erroneously transmitted to, or otherwise erroneously or mistakenly received by, such Purchaser Payment Recipient (whether or not known to such Purchaser Lender, Letter of Credit Issuer, Secured Party or other Payment Recipient on its behalf), provided such notice is delivered to the Payment Recipient within sixty (60) days of the subject payment (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 Purchaser 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, Letter of Credit Issuer 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 one two (2) Business Day Days thereafter, return to the Administrator Administrative Agent the amount of any such Erroneous Payment (or portion thereof) as to which such a demand was made, in same day funds 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 Purchaser Payment Recipient to the date such amount is repaid to the Administrator Administrative Agent in same day funds Same Day Funds at the greater of the Overnight Bank Funding Rate/Federal Funds Rate and a rate determined by the Administrator Administrative Agent in accordance with banking industry rules on interbank compensation from time to time in effect and (ii) such Purchaser 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 Administrator for the return of any Erroneous Payments received, including without limitation waiver of any defense based on “discharge for value” or any similar doctrineeffect. A notice of the Administrator Administrative Agent to any Purchaser Payment Recipient under this clause (a) shall be conclusive, absent manifest error.

Erroneous Payment. (a) Each Purchaser hereby agrees that If the Administrative Agent notifies a Lender or any Person who has received funds on behalf of a Lender, such Lender (iany such Lender or other recipient, a “Payment Recipient”) if the Administrator notifies such Purchaser that the Administrator 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 Purchaser Payment Recipient from the Administrator Administrative Agent or any of its Affiliates were erroneously transmitted to, or otherwise erroneously or mistakenly received by, such Purchaser Payment Recipient (whether or not known to such Purchaser Lender or other Payment Recipient 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 Purchaser 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 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 one Business Day thereafter, return to the Administrator 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 Purchaser Payment Recipient to the date such amount is repaid to the Administrator Administrative Agent in same day funds at the greater of the Overnight Bank Funding Federal Funds EffectiveNYFRB Rate and a rate determined by the Administrator Administrative Agent in accordance with banking industry rules on interbank compensation from time to time in effect and (ii) such Purchaser 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 Administrator for the return of any Erroneous Payments received, including without limitation waiver of any defense based on “discharge for value” or any similar doctrineeffect. A notice of the Administrator Administrative Agent to any Purchaser Payment Recipient under this clause (a) shall be conclusive, absent manifest error.

Erroneous Payment. (a) Each Purchaser hereby agrees If Agent notifies a Lender or L/C Issuer (any such Lender or L/C Issuer, a “Payment Recipient”) that (i) if the Administrator notifies such Purchaser that the Administrator 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 Purchaser Payment Recipient from the Administrator Agent or any of its Affiliates were erroneously transmitted to, or otherwise erroneously or mistakenly received by, such Purchaser Payment Recipient (whether or not known to such Purchaser Payment Recipient) (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 Purchaser Erroneous Payment shall at all times remain the property of Agent and shall be segregated by the Payment Recipient and held in trust for the benefit of Agent, and such Lender, L/C Issuer or other Credit 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 one two (2) Business Day Days thereafter, return to the Administrator 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 Purchaser Payment Recipient to the date such amount is repaid to the Administrator Agent in same day funds at the greater of the Overnight Bank Funding Federal Funds Rate and a rate determined by the Administrator Agent in accordance with banking -3- industry rules on interbank compensation from time to time in effect and (ii) such Purchaser 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 Administrator for the return of any Erroneous Payments received, including without limitation waiver of any defense based on “discharge for value” or any similar doctrineeffect. A notice of the Administrator Agent to any Purchaser Payment Recipient under this clause (a) shall be conclusive, absent manifest error.

Erroneous Payment. (a) Each Purchaser Lender, Issuing Bank and Secured Party (on behalf of itself and any Person who shall receive funds on behalf of such Lender, Issuing Bank or Secured Party, collectively, a “ Payment Recipient”) hereby agrees that (ix) if the Administrator Administrative Agent notifies such Purchaser Payment Recipient that the Administrator Administrative Agent has determined in its sole discretion that any funds received by such Purchaser Payment Recipient from the Administrator Administrative Agent or any of its Affiliates (whether as a payment, prepayment or repayment of principal, interest, fees, distribution or otherwise; individually and collectively, an “ Erroneous Payment”) were erroneously transmitted to, or otherwise erroneously or mistakenly received by, such Purchaser Payment Recipient (whether or not known to such Purchaser (whether as a paymentPayment Recipient), 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 Purchaser 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 Payment Recipient shall promptly, but in no event later than one Business Day thereafter, return to the Administrator Administrative Agent the amount of any such Erroneous Payment (or portion thereof) as to which such a demand was made, 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 Purchaser Payment Recipient to the date such amount is repaid to the Administrator Administrative Agent in same day funds at the greater of the Overnight Bank Funding Federal Funds Effective Rate and a rate determined by the Administrator Administrative Agent in accordance with banking industry rules on interbank compensation from time to time in effect effect, and (iiy) to the extent permitted by applicable law, such Purchaser Payment Recipient shall not assert any right or claim to the any Erroneous PaymentPayments, and hereby waives waives, as to the Administrative Agent, any claim, counterclaim, defense or right of set-off or recoupment with respect to any demand, claim or counterclaim by the Administrator 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 doctrine. A notice of the Administrator Administrative Agent to any Purchaser Payment Recipient under this clause (a) Section 8.02 shall be conclusive, absent manifest error.

Erroneous Payment. (a) Each If the Agent notifies a Purchaser hereby agrees that or any Person who has received funds on behalf of a Purchaser (i) if the Administrator notifies any such Purchaser or other recipient, a “Payment Recipient) that the Administrator 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 Purchaser Payment Recipient from the Administrator Agent or any of its Affiliates were erroneously transmitted to, or otherwise erroneously or mistakenly received by, such Purchaser Payment Recipient (whether or not known to such Purchaser or other Payment Recipient 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 Agent, and such Purchaser Purchaser, 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 one Business Day thereafter, return to the Administrator 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 Purchaser Payment Recipient to the date such amount is repaid to the Administrator Agent in same day funds at the greater of the Overnight Bank Funding Federal Funds Effective Rate and a rate 742081002 11089703 51 determined by the Administrator Agent in accordance with banking industry rules on interbank compensation from time to time in effect and (ii) such Purchaser 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 Administrator for the return of any Erroneous Payments received, including without limitation waiver of any defense based on “discharge for value” or any similar doctrineeffect. A notice of the Administrator Agent to any Purchaser Payment Recipient under this clause (a) shall be conclusive, absent manifest error.

Erroneous Payment. (a) Each Purchaser Lender and each Issuing Bank hereby agrees that (i) if the Administrator Administrative Agent notifies such Purchaser Lender or Issuing Bank that the Administrator Administrative Agent has determined in its sole discretion that any funds received by such Purchaser Lender or Issuing Bank from the Administrator Administrative Agent or any of its Affiliates were erroneously transmitted to, or otherwise erroneously or mistakenly received by, such Purchaser Lender or Issuing Bank (whether or not known to such Purchaser Lender or Issuing Bank) (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), such Purchaser Lender or Issuing Bank shall promptly, but in no event later than one Business Day thereafter, return to the Administrator 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 Purchaser Lender or Issuing Bank to the date such amount is repaid to the Administrator Administrative Agent in same day funds at the greater of the Overnight Bank Funding NYFRB Rate and a rate determined by the Administrator 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 Purchaser Lender or Issuing Bank shall not assert any right or claim to the Erroneous Payment, and hereby waives waives, any claim, counterclaim, defense or right of set-off or recoupment with respect to any demand, claim or counterclaim by the Administrator 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 doctrine. A notice of the Administrator Administrative Agent to any Purchaser Lender or any Issuing Bank under this clause (a) shall be conclusive, absent manifest error.

Erroneous Payment. (a) Each Purchaser hereby agrees that If the Administrative Agent (ix) if the Administrator notifies a Lender, or any Person who has received funds on behalf of a Lender (any such Purchaser Lender or other recipient (and each of their respective successors and assigns), a “Payment Recipient”) that the Administrator Administrative 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 Purchaser Payment Recipient from the Administrator Administrative Agent or any of its Affiliates were erroneously or mistakenly transmitted to, or otherwise erroneously or mistakenly received by, such Purchaser Payment Recipient (whether or not known to such Purchaser Lender or other Payment Recipient on its behalf) (any such funds, whether transmitted or received as a payment, prepayment or repayment of principalAdvances, interestfees, 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 Purchaser Erroneous Payment shall at all times remain the property of the Administrative Agent pending its return or repayment as contemplated below in this Section 11.10 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 one two (2) Business Day thereafterDays thereafter (or such later date as the Administrative Agent may, in its sole discretion, specify in writing), return to the Administrator 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 Purchaser Payment Recipient to the date such amount is repaid to the Administrator Administrative Agent in same day funds at the greater of the Overnight Bank Funding Federal Funds Rate and a rate determined by the Administrator Administrative Agent in accordance with banking industry rules on interbank compensation from time to time in effect and (ii) such Purchaser 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 Administrator for the return of any Erroneous Payments received, including without limitation waiver of any defense based on “discharge for value” or any similar doctrineeffect. A notice of the Administrator Administrative Agent to any Purchaser Payment Recipient under this clause (a) shall be conclusive, absent manifest error.

Erroneous Payment. (a) Each Purchaser hereby agrees that If the Agent (ix) if the Administrator notifies a Lender or Issuing Bank or any Person who has received funds on behalf of a Lender or Issuing Bank (any such Purchaser Lender, Issuing Bank or other recipient (and each of their respective successors and assigns), a “Payment Recipient”) that the Administrator 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 Agent) received by such Purchaser Payment Recipient from the Administrator Agent or any of its Affiliates were erroneously or mistakenly transmitted to, or otherwise erroneously or mistakenly received by, such Purchaser Payment Recipient (whether or not known to such Purchaser Lender, Issuing Bank or other Payment Recipient 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 Purchaser Erroneous Payment shall at all times remain the property of the Agent pending its return or repayment as contemplated below in this Section 9.24 and held in trust for the benefit of the Agent, and such Lender or Issuing Bank 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 one two Business Day thereafterDays thereafter (or such later date as the Agent may, in its sole discretion, specify in writing), return to the Administrator 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 Agent) in respect of each day from and including the date such Erroneous Payment (or portion thereof) was received by such Purchaser Payment Recipient to the date such amount is repaid to the Administrator Agent in same day funds at the greater of the Overnight Bank Funding Rate and a rate determined by the Administrator Agent in accordance with banking industry rules on interbank compensation from time to time in effect and (ii) such Purchaser 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 Administrator for the return of any Erroneous Payments received, including without limitation waiver of any defense based on “discharge for value” or any similar doctrineeffect. A notice of the Administrator Agent to any Purchaser Payment Recipient under this clause (a) shall be conclusive, absent manifest error.

Erroneous Payment. (a) Each Purchaser Lender hereby agrees that (i) if the Administrator any Agent notifies such Purchaser Lender that the Administrator such Agent has determined in its sole discretion that any funds received by such Purchaser Lender from the Administrator such Agent or any of its Affiliates were erroneously or mistakenly transmitted to, or otherwise erroneously or mistakenly received by, such Purchaser Lender (whether or not known to such Purchaser Lender) (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 Purchaser Lender shall promptly, but in no event later than one Business Day thereafter, return to the Administrator such 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 Purchaser Lender to the date such amount is repaid to the Administrator such Agent in same day funds at the greater of the Overnight Bank Funding Federal Funds Rate and a rate determined by the Administrator 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 Purchaser Lender 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 Administrator any 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 doctrine. A notice of the Administrator any Agent to any Purchaser Lender under this clause (a) shall be conclusive, absent manifest error.. 115

Erroneous Payment. (a) Each Purchaser hereby agrees that If the Administrative Agent notifies a Lender, Issuing Bank or Secured Party, or any Person who has received funds on behalf of a Lender, Issuing Bank or Secured Party such Lender or Issuing Bank (iany such Lender, Issuing Bank, Secured Party or other recipient, a “Payment Recipient”) if the Administrator notifies such Purchaser that the Administrator Administrative Agent has determined in its sole discretion (whether or not after receipt of any notice under Section 8.12(b)) that any funds received by such Purchaser Payment Recipient from the Administrator Administrative Agent or any of its Affiliates were erroneously transmitted to, or otherwise erroneously or mistakenly received by, such Purchaser Payment Recipient (whether or not known to such Purchaser Lender, Issuing Bank, Secured Party or other Payment Recipient 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) (provided, that, without limiting any other rights or remedies (whether at law or in equity), the Administrative Agent may not make any such demand under this clause (a) with respect to an Erroneous Payment unless such demand is made within 90 days of the date of receipt of such Erroneous Payment by the applicable Payment Recipient), such Purchaser 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, 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 one two Business Day Days thereafter, return to the Administrator 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 Purchaser Payment Recipient to the date such amount is repaid to the Administrator Administrative Agent in same day funds at the greater of the Overnight Bank Funding Federal Funds Rate and a rate determined by the Administrator Administrative Agent in accordance with banking industry rules on interbank compensation from time to time in effect and (ii) such Purchaser 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 Administrator for the return of any Erroneous Payments received, including without limitation waiver of any defense based on “discharge for value” or any similar doctrineeffect. A notice of the Administrator Administrative Agent to any Purchaser Payment Recipient under this clause (a) shall be conclusive, absent manifest error.. (b)

Erroneous Payment. (a) Each Purchaser hereby agrees that If the Administrative Agent notifies a Lender, Issuing Bank or Secured Party, or any Person who has received funds on behalf of a Lender, Issuing Bank or Secured Party (iany such Lender, Issuing Bank, Secured Party or other recipient, a “Payment Recipient”) if the Administrator notifies such Purchaser that the Administrator Administrative Agent has determined in its sole discretion that any funds received by such Purchaser Payment Recipient from the Administrator Administrative Agent or any of its Affiliates were erroneously transmitted to, or otherwise erroneously or mistakenly received by, such Purchaser Payment Recipient (whether or not known to such Purchaser Lender, Issuing Bank, Secured Party or other Payment Recipient 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 Purchaser 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, 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 one two Business Day Days thereafter, return to the Administrator 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 Purchaser Payment Recipient to the date such amount is repaid to the Administrator Administrative Agent in same day funds at the greater of the Overnight Bank Funding Federal Funds Effective Rate and a rate determined by the Administrator Administrative Agent in accordance with banking industry rules on interbank compensation from time to time in effect and (ii) such Purchaser 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 Administrator for the return of any Erroneous Payments received, including without limitation waiver of any defense based on “discharge for value” or any similar doctrineeffect. A notice of the Administrator Administrative Agent to any Purchaser Payment Recipient under this clause (a) shall be conclusive, absent manifest error. If a Payment Recipient receives any payment, prepayment or repayment of principal, interest, fees, distribution or otherwise and does not receive a corresponding payment notice or payment advice, such payment, prepayment or repayment shall be presumed to be in error absent written confirmation from the Administrative Agent to the contrary.

Erroneous Payment. a. If the Administrative Agent notifies a Lender or any Person who has received funds on behalf of a Lender, such Lender (aany such Lender or other recipient, a “Payment Recipient”) Each Purchaser hereby agrees that (i) if the Administrator notifies such Purchaser that the Administrator 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 Purchaser Payment Recipient from the Administrator Administrative Agent or any of its Affiliates were erroneously transmitted to, or otherwise erroneously or mistakenly received by, such Purchaser Payment Recipient (whether or not known to such Purchaser Lender or other Payment Recipient 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 Purchaser 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 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 one Business Day thereafter, return to the Administrator 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 Purchaser Payment Recipient to the date such amount is repaid to the Administrator Administrative Agent in same day funds at the greater of the Overnight Bank Funding Federal Funds Effective Rate and a rate determined by the Administrator Administrative Agent in accordance with banking industry rules on interbank compensation from time to time in effect and (ii) such Purchaser 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 Administrator for the return of any Erroneous Payments received, including without limitation waiver of any defense based on “discharge for value” or any similar doctrineeffect. A notice of the Administrator Administrative Agent to any Purchaser Payment Recipient under this clause (a) shall be conclusive, absent manifest error.

Erroneous Payment. (a) Each Purchaser Lender hereby agrees that (i) if the Administrator Administrative Agent notifies such Purchaser Lender that the Administrator Administrative Agent has determined in its sole discretion that any funds received by such Purchaser Lender from the Administrator Administrative Agent or any of its Affiliates were erroneously transmitted to, or otherwise erroneously or mistakenly received by, such Purchaser Lender (whether or not known to such Purchaser Lender) (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 Purchaser Lender shall promptly, but in any event no event later than one (1) Business Day thereafter, return to the Administrator 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 Purchaser Lender to the date such amount is repaid to the Administrator Administrative Agent in same day funds at the greater of the Overnight Bank Funding Federal Funds Effective Rate and a rate determined by the Administrator 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 Purchaser Lender shall not assert any right or claim to the Erroneous Payment, and hereby waives waives, any claim, counterclaim, defense or right of set-off or recoupment with respect to any demand, claim or counterclaim by the Administrator 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 doctrine. A 742613903 21686243 notice of the Administrator Administrative Agent to any Purchaser Lender under this clause (a) shall be conclusive, absent manifest error.

Erroneous Payment. (a) Each Purchaser Lender hereby agrees that (i) if the Administrator Administrative Agent notifies such Purchaser Lender that the Administrator Administrative Agent has determined in its sole discretion that any funds received by such Purchaser Lender from the Administrator Administrative Agent or any of its Affiliates were erroneously or mistakenly transmitted to, or otherwise erroneously or mistakenly received by, such Purchaser Lender (whether or not known to such Purchaser Lender) (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 Purchaser Lender shall promptly, but in no event later than one Business Day thereafter, return to the Administrator 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 Purchaser Lender to the date such amount is repaid to the Administrator Administrative Agent in same day funds at the greater of the Overnight Bank Funding Rate and a rate determined by the Administrator 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 Purchaser Lender 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 Administrator 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 doctrine. A notice of the Administrator Administrative Agent to any Purchaser Lender under this clause (a) shall be conclusive, absent manifest error.. 108

Erroneous Payment. (a) Each Purchaser hereby agrees that If the Administrative Agent notifies a Lender (iany such Lender, a “Payment Recipient”) if the Administrator notifies such Purchaser that the Administrator 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 Purchaser Payment Recipient from the Administrator Administrative Agent or any of its Affiliates were erroneously transmitted to, or otherwise erroneously or mistakenly received by, such Purchaser Payment Recipient (whether or not known to such Purchaser Payment Recipient) (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 Purchaser 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 Payment Recipient shall promptly, but in no event later than one two Business Day Days thereafter, return to the Administrator 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 Purchaser Payment Recipient to the date such amount is repaid to the Administrator Administrative Agent in same day funds at the greater of the Overnight Bank Funding Federal Funds Rate and a rate determined by the Administrator Administrative Agent in accordance with banking industry rules on interbank compensation from time to time in effect effect. 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 Payment Recipient hereby further 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 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 Payment Recipient, otherwise becomes aware was transmitted, or received, in error or by mistake (in whole or in part) in each case: 751499193.15 22727329 119 (i) (A) in the case of immediately preceding clauses (x) or (y), an error shall be presumed to have been made (absent written confirmation from the Administrative Agent to the contrary) or (B) an error 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 Purchaser Payment Recipient shall (and shall 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 such error) 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 10.12(b). (c) Each Payment Recipient hereby authorizes the Administrative Agent to set off, net and apply any and all amounts at any time owing to such Payment Recipient under any Transaction Document, or otherwise payable or distributable by the Administrative Agent to such Payment Recipient from any source, against any amount due to the Administrative Agent under immediately preceding clause (a) or under the indemnification provisions of this Agreement. In addition, each party hereto agrees that, irrespective of whether the Administrative Agent may be equitably subrogated, the Administrative Agent shall be contractually subrogated to all the rights and interests of the applicable Payment Recipient under the Transaction Documents with respect to each Erroneous Payment (or portion thereof that is not returned to the Administrative Agent as provided herein) (the “Erroneous Payment Subrogation Rights”). (d) The parties hereto agree that an Erroneous Payment shall not pay, prepay, repay, discharge or otherwise satisfy any Obligations owed by the Borrower or any other ADT Entity. (e) To the extent permitted by applicable law, no Payment Recipient shall assert any right or claim to the an Erroneous Payment, and hereby waives waives, and is deemed to waive, any claim, counterclaim, defense or right of set-off or recoupment with respect to any demand, claim or counterclaim by the Administrator Administrative Agent for the return of any Erroneous Payments Payment received, including without limitation waiver of any defense based on “discharge for value” or any similar doctrine. A notice (f) Each party’s obligations, agreements and waivers under this Section 10.12 shall survive the resignation or replacement of the Administrator to Administrative Agent, any Purchaser transfer of rights or obligations by, or the replacement of, a Lender, the termination of the Lender Loan Limits and/or the repayment, satisfaction or discharge of all Borrower Obligations and ADT Obligations (or any portion thereof) under this clause (a) shall be conclusive, absent manifest errorany Transaction Document. SECTION 10.13.

Erroneous Payment. (a) Each Purchaser hereby agrees that If the Administrative Agent (ix) if the Administrator notifies a Lender, Credit Party or Secured Party, or any Person who has received funds on behalf of a Lender, Credit Party or Secured Party (any such Purchaser Lender, Credit Party, Secured Party or other recipient, a “Payment Recipient”) that the Administrator Administrative 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 Purchaser Payment Recipient from the Administrator Administrative Agent or any of its Affiliates were erroneously or mistakenly transmitted to, or otherwise erroneously or mistakenly received by, such Purchaser Payment Recipient (whether or not known to such Purchaser Lender, Credit Party, Secured Party or other Payment Recipient 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 Purchaser Erroneous Payment shall at all times remain the property of the Administrative Agent pending its return or repayment as contemplated below in this Section 10.10 and held in trust for the benefit of the Administrative Agent, and such Lender, Credit Party 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 one two (2) Business Day thereafterDays thereafter (or such later date as the Administrative Agent may, in its sole discretion, specify in writing), return to the Administrator 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 Purchaser Payment Recipient to the date such amount is repaid to the Administrator Administrative Agent in same day funds at the greater of the Overnight Bank Funding Federal Funds Rate and a rate determined by the Administrator Administrative Agent in accordance with banking industry rules on interbank compensation from time to time in effect and (ii) such Purchaser 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 Administrator for the return of any Erroneous Payments received, including without limitation waiver of any defense based on “discharge for value” or any similar doctrineeffect. A notice of the Administrator Administrative Agent to any Purchaser Payment Recipient under this clause (a) shall be conclusive, absent manifest error.. 109

Erroneous Payment. (a) Each Purchaser Lender hereby agrees that (i) if the Administrator Administrative Agent notifies such Purchaser Lender that the Administrator Administrative Agent has determined in its sole discretion that any funds received by such Purchaser Lender from the Administrator Administrative Agent or any of its Affiliates were erroneously transmitted to, or otherwise erroneously or mistakenly received by, such Purchaser Lender (whether or not known to such Purchaser Lender) (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 Purchaser Lender shall promptly, but in any event no event later than one Business Day [***] thereafter, return to the Administrator 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 Purchaser Lender to the date such amount is repaid to the Administrator Administrative Agent in same day funds at the greater of the Overnight Bank Funding Federal Funds Effective Rate and a rate determined by the Administrator 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 Purchaser Lender shall not assert any right or 752805876 23733713 claim to the Erroneous Payment, and hereby waives waives, any claim, counterclaim, defense or right of set-off or recoupment with respect to any demand, claim or counterclaim by the Administrator 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 doctrine. A notice of the Administrator Administrative Agent to any Purchaser Lender under this clause (a) shall be conclusive, absent manifest error.

Erroneous Payment. If the Administrative Agent or the Collateral Agent (ax) Each Purchaser hereby agrees that notifies a Lender or Secured Party (ias defined in the Security Agreement), or any Person who has received funds on behalf of a Lender or Secured Party (any such Lender, Secured Party or other recipient (and each of their respective successors and assigns), a “Payment Recipient”) if the Administrator notifies such Purchaser that the Administrator Administrative Agent or the Collateral 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 or the Collateral Agent) received by such Purchaser Payment Recipient from the Administrator Administrative Agent or any of its Affiliates the Collateral Agent were erroneously or mistakenly transmitted to, or otherwise erroneously or mistakenly received by, such Purchaser Payment Recipient (whether or not known to such Purchaser Lender, Secured Party or other Payment Recipient 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 Purchaser Erroneous Payment shall at all times remain the property of the Administrative Agent or the Collateral Agent, as applicable, pending its return or repayment as contemplated below in this Section 14.15 and held in trust for the benefit of the Administrative Agent or the Collateral Agent, as applicable, 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 one two (2) Business Day thereafterDays thereafter (or such later date as the Administrative Agent or the Collateral Agent, as applicable, may, in its sole discretion, specify in writing), return to the Administrator Administrative Agent or the Collateral Agent, as applicable, 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 or the Collateral Agent, as applicable) in respect of each day from and including the date such Erroneous Payment (or portion thereof) was received by such Purchaser Payment Recipient to the date such amount is repaid to the Administrator Administrative Agent or the Collateral Agent, as applicable, in same day funds at the greater of the Overnight Bank Funding Rate and a rate determined by the Administrator Administrative Agent in accordance with banking industry rules on interbank compensation from time to time in effect and (ii) such Purchaser 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 Administrator for the return of any Erroneous Payments received, including without limitation waiver of any defense based on “discharge for value” or any similar doctrineeffect. A notice of the Administrator Administrative Agent or the Collateral Agent, as applicable, to any Purchaser Payment Recipient under this clause (a) shall be conclusive, absent manifest error.

Erroneous Payment. (ai) Each Purchaser Lender and L/C Issuer hereby agrees that (ix) if the Administrator Administrative Agent notifies such Purchaser Lender or L/C Issuer that the Administrator Administrative Agent has determined in its sole discretion that any funds received by such Purchaser Xxxxxx or L/C Issuer from the Administrator Administrative Agent or any of its Affiliates were erroneously transmitted to, or otherwise erroneously or mistakenly received by, such Purchaser (whether or not known to such Purchaser (whether as a payment, prepayment or repayment of principal, interest, fees or otherwise); individually and collectively, an a “Erroneous Payment”) were erroneously transmitted to such Lender or L/C Issuer (whether or not known to such Lender or L/C Issuer), and demands the return of such Erroneous Payment (or a portion thereof), such Purchaser Lender or L/C Issuer shall promptly, but in no event later than one Business Day thereafter, return to the Administrator Administrative Agent the amount of any such Erroneous Payment (or portion thereof) as to which such a demand was made, made in same day funds (in the currency so received)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 Purchaser Lender or L/C Issuer to the date such amount is repaid to the Administrator in same day funds Administrative Agent at the greater of the Overnight Bank Funding NYFRB Rate and a rate determined by the Administrator Administrative Agent in accordance with banking industry rules on interbank compensation from time to time in effect effect, and (iiy) to the extent permitted by applicable law, such Purchaser Lender or L/C Issuer shall not assert any right or claim to the Erroneous Paymentassert, and hereby waives waives, as to the Administrative Agent, any claim, counterclaim, defense or right of set-off setoff or recoupment with respect to any demand, claim or counterclaim by the Administrator 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 doctrine. A notice of the Administrator Administrative Agent to any Purchaser Lender or L/C Issuer under this clause Section 9.13 (aa)(i) shall be conclusive, absent manifest error.

Erroneous Payment. (a) Each Purchaser hereby agrees that (i) if If the Administrator (x) notifies a Purchaser, or any Person who has received funds on behalf of a Purchaser (any such Purchaser or other recipient, a “Payment Recipient”) that the Administrator has determined in its sole reasonable discretion (whether or not after receipt of any notice under immediately succeeding clause (b)) that any funds received by such Purchaser Payment Recipient from the Administrator or any of its Affiliates were erroneously transmitted to, or otherwise erroneously or mistakenly received by, such Purchaser Payment Recipient (whether or not known to such Purchaser or other Payment Recipient on its behalf) (any such funds, whether received as a payment, prepayment or repayment of principalCapital, interestDiscount, 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 Administrator pending its return or repayment as contemplated below in this Section 5.11 and held in trust for the benefit of the Administrator, and such Purchaser 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 one two Business Day thereafterDays thereafter (or such later date as the Administrator may, in its sole discretion specify in writing), return to the Administrator 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 Purchaser Payment Recipient to the date such amount is repaid to the Administrator in same day funds at the greater of the Overnight Bank Funding Rate and a rate determined by the Administrator in accordance with banking industry rules on interbank compensation from time to time in effect and (ii) such Purchaser 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 Administrator for the return of any Erroneous Payments received, including without limitation waiver of any defense based on “discharge for value” or any similar doctrineeffect. A notice of the Administrator to any Purchaser Payment Recipient under this clause (a) shall be conclusive, absent manifest error.

Erroneous Payment. (a) Each Purchaser hereby agrees that If the Administrative Agent or the Facility Servicer notifies a Lender or Secured Party, or any Person who has received funds on behalf of a Lender or Secured Party (iany such Lender, Secured Party or other recipient, a “Payment Recipient”) if the Administrator notifies such Purchaser that the Administrator Administrative Agent or the Facility Servicer has determined in its sole discretion (whether or not after receipt of any notice under Section 7.10(b)) that any funds received by such Purchaser Payment Recipient from the Administrator Administrative Agent, the Facility Servicer or any of its their Affiliates were erroneously transmitted to, or otherwise erroneously or mistakenly received by, such Purchaser Payment Recipient (whether or not known to such Purchaser Lender, Secured Party or other Payment Recipient 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 demands the return of such Erroneous Payment (or a portion thereof) (provided, that, without limiting any other rights or remedies (whether at law or in equity), the Administrative Agent or the Facility Servicer may not make any such demand under this clause (a) with respect to an Erroneous Payment unless such demand is made within 30 days of the date of receipt of such Erroneous Payment by the applicable Payment Recipient), such Purchaser Erroneous Payment shall at all times remain the property of, and held in trust for the benefit of, the Administrative Agent or the Facility Servicer, as applicable, 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 one two Business Day Days thereafter, return to the Administrator Administrative Agent or the Facility Servicer, as applicable, 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 the Administrative Agent or the Facility Servicer, as applicable, demands the return of such Erroneous Payment (or portion thereof) was received by from such Purchaser Payment Recipient to the date such amount is repaid to the Administrator Administrative Agent or the Facility Servicer, as applicable, in same day funds at the greater of the Overnight Bank Funding Rate and a rate determined by the Administrator Administrative Agent or the Facility Servicer, as applicable, in accordance with banking industry rules on interbank compensation from time to time in effect and (ii) such Purchaser 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 Administrator for the return of any Erroneous Payments received, including without limitation waiver of any defense based on “discharge for value” or any similar doctrineeffect. A notice of the Administrator Administrative Agent or the Facility Servicer to any Purchaser Payment Recipient under this clause (aSection 7.10(a) shall be is conclusive, absent manifest error.

Erroneous Payment. (a) Each Purchaser Lender hereby agrees that (i) if the Administrator Administrative Agent notifies such Purchaser Lender that the Administrator Administrative Agent has determined in its sole discretion that any funds received by such Purchaser Lender from the Administrator Administrative Agent or any of its Affiliates were erroneously transmitted to, or otherwise erroneously or mistakenly received by, such Purchaser Lender (whether or not known to such Purchaser Lender) (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 Purchaser Lender shall promptly, but in any event no event later than one (1) Business Day thereafter, return to the Administrator 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 Purchaser Lender to the date such amount is repaid to the Administrator Administrative Agent in same day funds at the greater of the Overnight Bank Funding Federal Funds Effective Rate and a rate determined by the Administrator 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 Purchaser Lender shall not assert any right or claim to the Erroneous Payment, and hereby waives waives, any claim, counterclaim, defense or right of set-off or recoupment with respect to any demand, claim or counterclaim by the Administrator 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 doctrine. A notice of the Administrator Administrative Agent to any Purchaser Lender under this clause (a) shall be conclusive, absent manifest error.. 742613903 21686243

Erroneous Payment. (a) Each Purchaser hereby agrees that If the Agent (ix) if the Administrator notifies a Lender or any Person who has received funds on behalf of a Lender (any such Purchaser Lender or other recipient (and each of their respective successors and assigns), a “Payment Recipient”) that the Administrator 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 Agent) received by such Purchaser Payment Recipient from the Administrator Agent or any of its Affiliates were erroneously or mistakenly transmitted to, or otherwise erroneously or mistakenly received by, such Purchaser Payment Recipient (whether or not known to such Purchaser Lender or other Payment Recipient 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) (provided, that, without limiting any other rights or remedies (whether at law or in equity), the Agent may not make any such demand under this clause (a) with respect to an Erroneous Payment unless such demand is made within 5 Business Days of the date of receipt of such Erroneous Payment by the applicable Payment Recipient), such Purchaser Erroneous Payment shall at all times remain the property of the Agent pending its return or repayment as contemplated below in this Section 9.24 and held in trust for the benefit of the 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 one two Business Day thereafterDays thereafter (or such later date as the Agent may, in its sole discretion, specify in writing), return to the Administrator 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 Agent) in respect of each day from and including the date such Erroneous Payment (or portion thereof) was received by such Purchaser Payment Recipient to the date such amount is repaid to the Administrator Agent in same day funds at the greater of the Overnight Bank Funding Federal Funds Rate and a rate determined by the Administrator Agent in accordance with banking industry rules on interbank compensation from time to time in effect and (ii) such Purchaser 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 Administrator for the return of any Erroneous Payments received, including without limitation waiver of any defense based on “discharge for value” or any similar doctrineeffect. A notice of the Administrator Agent to any Purchaser Payment Recipient under this clause (a) shall be conclusive, absent manifest error.

Erroneous Payment. (a) Each Purchaser hereby agrees that If the Administrative Agent (ix) if the Administrator notifies a Lender, Issuing Bank, or any Person who has received funds on behalf of a Lender or Issuing Bank (any such Purchaser Lender, Issuing Bank, or other recipient (and each of their respective successors and assigns), a “Payment Recipient”) that the Administrator Administrative 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 Purchaser Payment Recipient from the Administrator Administrative Agent or any of its Affiliates were erroneously or mistakenly transmitted to, or otherwise erroneously or mistakenly received by, such Purchaser Payment Recipient (whether or not known to such Purchaser Lender, Issuing Bank, or other Payment Recipient 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 Purchaser Erroneous Payment shall at all times remain the property of the Administrative Agent pending its return or repayment as contemplated below in this Section 8.15 and held in trust for the benefit of the Administrative Agent, and such Lender or Issuing Bank 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 one two Business Day thereafterDays thereafter (or such later date as the Administrative Agent may, in its sole discretion, specify in writing), return to the Administrator 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 Purchaser Payment Recipient to the date such amount is repaid to the Administrator Administrative Agent in same day funds at the greater of the Overnight Bank Funding NYFRB Rate and a rate determined by the Administrator 123 Administrative Agent in accordance with banking industry rules on interbank compensation from time to time in effect and (ii) such Purchaser 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 Administrator for the return of any Erroneous Payments received, including without limitation waiver of any defense based on “discharge for value” or any similar doctrineeffect. A notice of the Administrator Administrative Agent to any Purchaser Payment Recipient under this clause (a) shall be conclusive, absent manifest error.

Erroneous Payment. (a) Each Purchaser Lender hereby agrees that (i) if the Administrator Administrative Agent notifies such Purchaser Lender that the Administrator Administrative Agent has determined in its sole discretion that any funds received by such Purchaser Lender from the Administrator Administrative Agent or any of its Affiliates were erroneously or mistakenly transmitted to, or otherwise erroneously or mistakenly received by, such Purchaser Lender (whether or not known to such Purchaser Lender) (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 Purchaser Lender shall promptly, but in no event later than one Business Day thereafter, return to the Administrator 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 Purchaser Lender to the date such amount is repaid to the Administrator Administrative Agent in same day funds at the greater of the Overnight Bank Funding Rate and a rate determined by the Administrator 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 Purchaser Lender 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 Administrator 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 doctrine. A notice of the Administrator Administrative Agent to any Purchaser Lender under this clause (a) shall be conclusive, absent manifest error.

Erroneous Payment. (a) Each Purchaser hereby agrees that If the Agent (ix) if the Administrator notifies a Lender or Issuing Bank or any Person who has received funds on behalf of a Lender or Issuing Bank (any such Purchaser Lender, Issuing Bank or other recipient (and each of their respective successors and assigns), a “Payment Recipient”) that the Administrator 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 Agent) received by such Purchaser Payment Recipient from the Administrator Agent or any of its Affiliates were erroneously or mistakenly transmitted to, or otherwise erroneously or mistakenly received by, such Purchaser Payment Recipient (whether or not known to such Purchaser Lender, Issuing Bank or other Payment Recipient on its behalf) (any such funds, whether transmitted or received as a payment, 121 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 Purchaser Erroneous Payment shall at all times remain the property of the Agent pending its return or repayment as contemplated below in this Section 9.24 and held in trust for the benefit of the Agent, and such Lender or Issuing Bank 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 one two Business Day thereafterDays thereafter (or such later date as the Agent may, in its sole discretion, specify in writing), return to the Administrator 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 Agent) in respect of each day from and including the date such Erroneous Payment (or portion thereof) was received by such Purchaser Payment Recipient to the date such amount is repaid to the Administrator Agent in same day funds at the greater of the Overnight Bank Funding Rate and a rate determined by the Administrator Agent in accordance with banking industry rules on interbank compensation from time to time in effect and (ii) such Purchaser 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 Administrator for the return of any Erroneous Payments received, including without limitation waiver of any defense based on “discharge for value” or any similar doctrineeffect. A notice of the Administrator Agent to any Purchaser Payment Recipient under this clause (a) shall be conclusive, absent manifest error.

Erroneous Payment. (a) Each Purchaser Lender (and each Participant of any Lender, by its acceptance of a Participation Amount) hereby acknowledges and agrees that (i) if the Administrator Administrative Agent notifies such Purchaser Lender that the Administrator Administrative Agent has determined in its sole discretion that any funds (or any portion thereof) received by such Purchaser Lender or Participant (each, a “Recipient”) from the Administrator Administrative Agent (or any of its Affiliates Affiliates) were erroneously transmitted to, or otherwise erroneously or mistakenly received by, such Purchaser Recipient (whether or not known to such Purchaser 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 Purchaser Recipient shall promptly, but in no event later than one two (2) Business Day Days thereafter, return to the Administrator 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 Purchaser to the date such amount is repaid to the Administrator in same day funds at the greater of the Overnight Bank Funding Rate and a rate determined by the Administrator in accordance with banking industry rules on interbank compensation from time to time in effect and (ii) such Purchaser 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 Administrator for the return of any Erroneous Payments received, including without limitation waiver of any defense based on “discharge for value” or any similar doctrine. A notice of the Administrator Administrative Agent to any Purchaser Recipient under this clause (a) 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

Erroneous Payment. (a) Each Purchaser Bank and, each Letter of Credit Issuer, each other Secured Party and any other party hereto hereby severally agrees that if (i) if the Administrator Administrative Agent notifies (which such Purchaser notice shall be conclusive absent manifest error) such Bank or Letter of Credit Issuer or any other Secured Party (or the Bank Affiliate of a Secured Party) or any other Person that has received funds from the Administrative Agent or any of its Affiliates, either for its own account or on behalf of a Bank, Letter of Credit Issuer or other Secured Party (each such recipient, a “Payment Recipient”) that the Administrator Administrative Agent has determined in its sole discretion that any funds received by such Purchaser Bank or Letter of Credit Issuer from the Administrator Administrative Agent or any of its Affiliates AffiliatesPayment Recipient were erroneously transmitted to, or otherwise erroneously or mistakenly received by, such Purchaser Bank or Letter of Credit IssuerPayment Recipient (whether or not known to such Purchaser Bank or Letter of Credit IssuerPayment Recipient) or (ii) itany Payment Recipient receives any payment 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 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, as applicable, (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) with respect to such payment, prepayment or repayment, as applicable, or (z) that such Bank or Letter of Credit IssuerPayment Recipient otherwise becomes aware was transmitted, or received, in error or by mistake (in whole or in part) then, in each case, an error in payment hasshall be presumed to have been made (any such amounts specified in clauses (i) or (ii) of this Section 12.14(a), 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 Bank or Letter of Credit Issuer, as the case may be,, then, in each case, such Payment Recipient is deemed to have knowledge of such error at the time of its receipt of such Erroneous Payment (or a portion thereof)and to the extent permitted by applicable law, such Purchaser Bank or Letter of Credit Issuer; provided that nothing in this Section shall promptly, but in no event later than one Business Day thereafter, return require the Administrative Agent to the Administrator the amount of provide 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 Purchaser to the date such amount is repaid to the Administrator in same day funds at the greater of the Overnight Bank Funding Rate and a rate determined by the Administrator notices specified in accordance with banking industry rules on interbank compensation from time to time in effect and clauses (i) or (ii) such Purchaser above. Each Payment Recipient agrees that it shall not assert any right or claim to the theany Erroneous Payment, and hereby waives waives, any claim, counterclaim, defense or right of set-off or recoupment with respect to any demand, claim or counterclaim by the Administrator 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 doctrine. A notice of the Administrator to any Purchaser under this clause (a) shall be conclusive, absent manifest error.

Erroneous Payment. (a) Each Purchaser hereby agrees that If the Administrative Agent notifies a Lender, Secured Party or any Person (iother than a Loan Party) if the Administrator notifies who has received funds on behalf of a Lender or Secured Party such Purchaser Lender (any such Lender, Secured Party or other recipient (other than a Loan Party), a “Payment Recipient”) that the Administrator 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 Purchaser Payment Recipient from the Administrator Administrative Agent or any of its Affiliates were erroneously transmitted to, or otherwise erroneously or mistakenly received by, such Purchaser Payment Recipient (whether or not known to such Purchaser 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 fees, distribution or otherwise); , individually and collectively, an “Erroneous Payment”) and demands the return of such Erroneous Payment (or a portion thereof), such Purchaser 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 one two Business Day Days thereafter, return to the Administrator 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 Purchaser Payment Recipient to the date such amount is repaid to the Administrator Administrative Agent in same day funds at the greater of the Overnight Bank Funding Federal Funds Rate and a rate determined by the Administrator Administrative Agent in accordance with banking industry rules on interbank compensation from time to time in effect and (ii) such Purchaser 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 Administrator for the return of any Erroneous Payments received, including without limitation waiver of any defense based on “discharge for value” or any similar doctrineeffect. A notice of the Administrator Administrative Agent to any Purchaser Payment Recipient under this clause (a) shall be conclusive, absent manifest error.

Erroneous Payment. (a) Each Purchaser Lender and each LC Issuer hereby agrees that (i) if the Administrator Administrative Agent notifies a Lender, LC Issuer or other Credit Party who has received funds on behalf of a Lender, LC Issuer or other Credit Party (any such Purchaser Lender, LC Issuer or other Credit Party (and each of their respective successors and assigns), a “Payment Recipient”) that the Administrator Administrative Agent has determined in its sole discretion that any funds (as set forth in such notice from the Administrative Agent) received by such Purchaser Payment Recipient from the Administrator Administrative Agent, any of its sub-agents or any of its Affiliates were erroneously or mistakenly transmitted to, or otherwise erroneously or mistakenly received by, such Purchaser Payment Recipient (whether or not known to such Purchaser Lender, LC Issuer, other Credit Party or other Payment Recipient on its behalf) (any such funds, whether transmitted or received 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 Purchaser Lender, LC Issuer or other Credit 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 one (1) Business Day thereafter, return to the Administrator Administrative Agent (or its sub-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 Purchaser Payment Recipient to the date such amount is repaid to the Administrator Administrative Agent (or its sub-agent) in same day funds at the greater of the Overnight Bank Funding Base Rate and a rate determined by the Administrator Administrative Agent in accordance with banking industry rules on interbank compensation from time to time in effect and (ii) such Purchaser 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 Administrator for the return of any Erroneous Payments received, including without limitation waiver of any defense based on “discharge for value” or any similar doctrineeffect. A notice of the Administrator Administrative Agent to any Purchaser Payment Recipient under this clause (aSection 10.26(a) shall be conclusive, absent manifest error. For avoidance of doubt, for purposes of this Section 10.26, any payments made by the Administrative Agent shall include payments made by its sub-agent (including any paying agent) and payments made from any account of such sub-agent (including any paying agent) in accordance with Section 9.5.

Erroneous Payment. (a) Each Purchaser Bank, each Letter of Credit Issuer, each other Secured Party and any other party hereto hereby severally agrees that if (i) if the Administrator Administrative Agent notifies (which such Purchaser notice shall be conclusive absent manifest error) such Bank or Letter of Credit Issuer or any other Secured Party (or the Bank Affiliate of a Secured Party) or any other Person that has received funds from the Administrative Agent or any of its Affiliates, either for its own account or on behalf of a Bank, Letter of Credit Issuer or other Secured Party (each such recipient, a “Payment Recipient”) that the Administrator Administrative Agent has determined in its sole discretion that any funds received by such Purchaser from the Administrator or any of its Affiliates Payment Recipient were erroneously transmitted to, or otherwise erroneously or mistakenly received by, such Purchaser Payment Recipient (whether or not known to such Purchaser Payment Recipient) or (ii) any Payment Recipient receives any payment 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 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, as applicable, (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) with respect to such payment, prepayment or repayment, as applicable, or (z) that such Payment Recipient otherwise becomes aware was transmitted or received in error or by mistake (in whole or in part) then, in each case, an error in payment shall be presumed to have been made (any such amounts specified in clauses (i) or (ii) of this Section 12.14(a), whether received as a payment, prepayment or repayment of principal, interest, fees fees, distribution or otherwise); individually and collectively, an “Erroneous Payment”) and demands ), then, in each case, such Payment Recipient is deemed to have knowledge of such error at the return time of its receipt of such Erroneous Payment (or a portion thereof), such Purchaser Payment; provided that nothing in this Section shall promptly, but in no event later than one Business Day thereafter, return require the Administrative Agent to the Administrator the amount of provide 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 Purchaser to the date such amount is repaid to the Administrator in same day funds at the greater of the Overnight Bank Funding Rate and a rate determined by the Administrator notices specified in accordance with banking industry rules on interbank compensation from time to time in effect and clauses (i) or (ii) such Purchaser above. Each Payment Recipient agrees that it shall not assert any right or claim to the any 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 Administrator Administrative Agent for the return of any Erroneous Payments receivedPayments, including without limitation waiver of any defense based on “discharge for value” or any similar doctrine. A notice of the Administrator to any Purchaser under this clause (a) shall be conclusive, absent manifest error.

Erroneous Payment. (a) Each Purchaser hereby agrees If an Agent notifies a Credit Party, or any Person who has received funds on behalf of a Credit Party (any such Credit Party or other recipient, a “Payment Recipient”) that (i) if the Administrator notifies such Purchaser that the Administrator 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 Purchaser Payment Recipient from the Administrator such Agent or any of its Affiliates were erroneously transmitted to, or otherwise erroneously or mistakenly received by, such Purchaser Payment Recipient (whether or not known to such Purchaser Credit Party or other Payment Recipient 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 Purchaser Erroneous Payment shall at all times remain the property of such Agent and shall be segregated by the Payment Recipient and held in trust for the benefit of such Agent, and such Credit 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 one two Business Day Days thereafter, return to the Administrator such 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 Purchaser Payment Recipient to the date such amount is repaid to the Administrator such Agent in same day funds at the greater of the Overnight Bank Funding Federal Funds Rate and a rate determined by the Administrator such Agent in accordance with banking industry rules on interbank compensation from time to time in effect and (ii) such Purchaser 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 Administrator for the return of any Erroneous Payments received, including without limitation waiver of any defense based on “discharge for value” or any similar doctrineeffect. A notice of the Administrator such Agent to any Purchaser Payment Recipient under this clause (a) shall be conclusive, absent manifest error.

Erroneous Payment. (a) Each Purchaser Lender hereby agrees that (i) if the Administrator Agent notifies such Purchaser Lender that the Administrator Agent has determined in its sole discretion that any funds received by such Purchaser Lender from the Administrator Agent or any of its Affiliates were erroneously transmitted to, or otherwise erroneously or mistakenly received by, such Purchaser Lender (whether or not known to such Purchaser Lender) (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), such Purchaser Lender shall promptly, but in no event later than one five Business Day Days thereafter, return to the Administrator 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 Purchaser Lender to the date such amount is repaid to the Administrator Agent in same day funds at the greater of (x) in respect of an Erroneous Payment in U.S. Dollars, the Overnight Bank Funding Rate Federal Funds Effective Rate, and in respect of an Erroneous Payment in Canadian Dollars or any other currency at a fluctuating rate per annum equal to the overnight rate at which Canadian Dollars or funds in the currency of such Erroneous Payment, as the case may be, may be borrowed by the Agent in the interbank market in an amount comparable to such Erroneous Payment (as determined by the Agent); and (y) a rate determined by the Administrator Agent in accordance with banking industry rules on interbank compensation from time to time in effect effect, and (ii) to the extent permitted by applicable law, such Purchaser Lender shall not assert any right or claim to the Erroneous Payment, and hereby waives waives, any claim, counterclaim, defense or right of set-off or recoupment with respect to any demand, claim or counterclaim by the Administrator Agent for the return of any Erroneous Payments received, including without limitation waiver of any defense based on “discharge for value” or any similar doctrine. A notice of the Administrator Agent to any Purchaser Lender under this clause (a) shall be conclusive, absent manifest error.

Erroneous Payment. (a) Each Purchaser hereby agrees that If the Administrative Agent notifies a Lender, Letter of Credit Issuer or Secured Party, or any Person who has received funds on behalf of a Lender, Letter of Credit Issuer or Secured Party, such Lender or Letter of Credit Issuer (iany such Lender, Letter of Credit Issuer, Secured Party or other recipient, a “Payment Recipient”) if the Administrator notifies such Purchaser that the Administrator 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 Purchaser Payment Recipient from the Administrator Administrative Agent or any of its Affiliates were erroneously transmitted to, or otherwise erroneously or mistakenly received by, such Purchaser Payment Recipient (whether or not known to such Purchaser Lender, Letter of Credit Issuer, Secured Party or other Payment Recipient on its behalf), provided such notice is delivered to the Payment Recipient within 60 days of the subject payment (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 Purchaser Erroneous Payment shall at all times remain the property of the Administrative Agent and shall be segregated by the 4879-7367-7649 v.18 124 Payment Recipient and held in trust for the benefit of the Administrative Agent, and such Lender, Letter of Credit Issuer 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 one two Business Day Days thereafter, return to the Administrator 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 Purchaser Payment Recipient to the date such amount is repaid to the Administrator Administrative Agent in same day funds at the greater of the Overnight Bank Funding Federal Funds Rate and a rate determined by the Administrator Administrative Agent in accordance with banking industry rules on interbank compensation from time to time in effect and (ii) such Purchaser 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 Administrator for the return of any Erroneous Payments received, including without limitation waiver of any defense based on “discharge for value” or any similar doctrineeffect. A notice of the Administrator Administrative Agent to any Purchaser Payment Recipient under this clause (a) shall be conclusive, absent manifest error.

Erroneous Payment. (a) Each Purchaser Lender hereby agrees that (i) if the Administrator Administrative Agent notifies such Purchaser Lender that the Administrator Administrative Agent has determined in its sole discretion that any funds received by such Purchaser Lender from the Administrator Administrative Agent or any of its Affiliates were erroneously transmitted to, or otherwise erroneously or mistakenly received by, such Purchaser Lender (whether or not known to such Purchaser Lender) (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 Purchaser Lender shall promptly, but in any event no event later than one (1) Business Day thereafter, return to the Administrator 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 Purchaser Lender to the date such amount is repaid to the Administrator Administrative Agent in same day funds at the greater of the Overnight Bank Funding Federal Funds Effective Rate and a rate determined by the Administrator 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 Purchaser Lender shall not assert any right or claim to the Erroneous Payment, and hereby waives waives, any claim, counterclaim, defense or right of set-off or recoupment with respect to any demand, claim or counterclaim by the Administrator 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 doctrine. A notice of the Administrator Administrative Agent to any Purchaser Lender under this clause (a) shall be conclusive, absent manifest error.

Erroneous Payment. (a) Each Purchaser hereby agrees If Administrative Agent notifies a Lender, L/C Issuer or other Secured Party, or any Person who has received funds on behalf of a Lender, L/C Issuer or other Secured Party such Lender or L/C Issuer (any such Lender, L/C Issuer, other Secured Party or other recipient, a “Payment Recipient”) that (i) if the Administrator notifies such Purchaser that the Administrator 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 Purchaser Payment Recipient from the Administrator Administrative Agent or any of its Affiliates were erroneously transmitted to, or otherwise erroneously or mistakenly received by, such Purchaser Payment Recipient (whether or not known to such Purchaser Lender, L/C Issuer, other Secured Party or other Payment Recipient on its behalf) (any such funds, whether 169 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 Purchaser Erroneous Payment shall at all times remain the property of Administrative Agent and shall be segregated by the Payment Recipient and held in trust for the benefit of Administrative Agent, and such Lender, L/C Issuer or other 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 one two (2) Business Day Days thereafter, return to the Administrator 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 Purchaser Payment Recipient to the date such amount is repaid to the Administrator Administrative Agent in same day funds at the greater of the Overnight Bank Funding Federal Funds Rate and a rate determined by the Administrator Administrative Agent in accordance with banking industry rules on interbank compensation from time to time in effect and effect. A notice of Administrative Agent to any Payment Recipient under this clause (a) shall be conclusive, absent manifest error. (b) Without limiting the immediately preceding clause (a), each Lender, L/C Issuer or other Secured Party, or any Person who has received funds on behalf of a Lender, L/C Issuer or other Secured Party such Lender or L/C Issuer, hereby further 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 Administrative Agent (or any of its Affiliates) (i) that is in a different amount than, or on a different date from, that specified in a notice of payment, prepayment or repayment sent by Administrative Agent (or any of its Affiliates) with respect to such payment, prepayment or repayment, (ii) that was not preceded or accompanied by a notice of payment, prepayment or repayment sent by Administrative Agent (or any of its Affiliates), or (iii) that such Purchaser Lender, L/C Issuer or other Secured Party, or other such recipient, otherwise becomes aware was transmitted, or received, in error or by mistake (in whole or in part) in each case: (A) in the case of immediately preceding clauses (i) or (ii), an error shall be presumed to have been made (absent written confirmation from Administrative Agent to the contrary) or (B) an error has been made (in the case of immediately preceding clause (iii)), in each case, with respect to such payment, prepayment or repayment; and (B) such Lender, L/C Issuer or other Secured Party shall (and shall cause any other recipient that receives funds on its respective behalf to) promptly (and, in all events, within one (1) Business Day of its knowledge of such error) notify Administrative Agent of its receipt of such payment, prepayment or repayment, the details thereof (in reasonable detail) and that it is so notifying Administrative Agent pursuant to this Section 9.13. (c) Each Lender, L/C Issuer or other Secured Party hereby authorizes Administrative Agent to set off, net and apply any and all amounts at any time owing to such Lender, L/C Issuer or other Secured Party under any Loan Document, or otherwise payable or distributable by Administrative Agent to such Lender, L/C Issuer or other Secured Party from any source, against any amount due to Administrative Agent under immediately preceding clause (a) or under the indemnification provisions of this Agreement. (d) In the event that an Erroneous Payment (or portion thereof) is not recovered by Administrative Agent for any reason, after demand therefor by Administrative Agent in accordance with immediately preceding clause (a), from any Lender or L/C Issuer that has received such Erroneous Payment (or portion thereof) (and/or from any Payment Recipient who received such Erroneous Payment (or portion thereof) on its respective behalf) (such unrecovered amount, an “Erroneous Payment Return Deficiency”), upon Administrative Agent's notice to such Lender or Issuing Lender at any time, (i) such 170 Lender or L/C Issuer shall be deemed to have assigned its Loans (but not its Commitments) with respect to which such Erroneous Payment was made in an amount equal to the Erroneous Payment Return Deficiency (or such lesser amount as Administrative Agent may specify) (such assignment of the Loans (but not Commitments), the “Erroneous Payment Deficiency Assignment”) at par plus any accrued and unpaid interest (with the assignment fee to be waived by Administrative Agent in such instance), and is hereby (together with Borrowers) deemed to execute and deliver an Assignment and Assumption with respect to such Erroneous Payment Deficiency Assignment, and such Lender or L/C Issuer shall deliver any Notes evidencing such Loans to Administrative Agent, (ii) Administrative Agent as the assignee Lender shall be deemed to acquire the Erroneous Payment Deficiency Assignment, (iii) upon such deemed acquisition, Administrative Agent as the assignee Lender shall become a Lender or L/C Issuer, as applicable, hereunder with respect to such Erroneous Payment Deficiency Assignment and the assigning Lender or assigning L/C Issuer shall cease to be a Lender or L/C Issuer, as applicable, hereunder with respect to such Erroneous Payment Deficiency Assignment, excluding, for the avoidance of doubt, its obligations under the indemnification provisions of this Agreement and its applicable Commitments which shall survive as to such assigning Lender or assigning L/C Issuer and (iv) Administrative Agent may reflect in the Register its ownership interest in the Loans subject to the Erroneous Payment Deficiency Assignment. Administrative Agent may, in its discretion, sell any Loans acquired pursuant to an Erroneous Payment Deficiency Assignment and upon receipt of the proceeds of such sale, the Erroneous Payment Return Deficiency owing by the applicable Lender or L/C Issuer shall be reduced by the net proceeds of the sale of such Loan (or portion thereof), and Administrative Agent shall retain all other rights, remedies and claims against such Lender or L/C Issuer (and/or against any recipient that receives funds on its respective behalf). For the avoidance of doubt, no Erroneous Payment Deficiency Assignment will reduce the Commitments of any Lender or L/C Issuer and such Commitments shall remain available in accordance with the terms of this Agreement. In addition, each party hereto agrees that, except to the extent that Administrative Agent has sold a Loan (or portion thereof) acquired pursuant to an Erroneous Payment Deficiency Assignment, and irrespective of whether Administrative Agent may be equitably subrogated, Administrative Agent shall be contractually subrogated to all the rights and interests of the applicable Lender, L/C Issuer or other Secured Party under the Loan Documents with respect to each Erroneous Payment Return Deficiency (the “Erroneous Payment Subrogation Rights”). (e) The parties hereto agree that an Erroneous Payment shall not pay, prepay, repay, discharge or otherwise satisfy any ABL Credit Obligations or L/C Obligations, except, in each case, to the extent such Erroneous Payment is, and solely with respect to the amount of such Erroneous Payment that is, comprised of funds received by Administrative Agent from a Loan Party for the purpose of making such Erroneous Payment. (f) To the extent permitted by applicable law, no Payment Recipient shall assert any right or claim to the an Erroneous Payment, and hereby waives waives, and is deemed to waive, any claim, counterclaim, defense or right of set-off or recoupment with respect to any demand, claim or counterclaim by the Administrator Administrative Agent for the return of any Erroneous Payments Payment received, including without limitation waiver of any defense based on “discharge for value” or any similar doctrine. A notice doctrine (g) Each party's obligations, agreements and waivers under this Section 9.13 shall survive the resignation or replacement of Administrative Agent, any transfer of rights or obligations by, or the replacement of, a Lender or L/C Issuer, the termination of the Administrator to Commitments and/or the repayment, satisfaction or discharge of all ABL Credit Obligations (or any Purchaser portion thereof) under this clause (a) shall be conclusive, absent manifest errorany Loan Document.

Erroneous Payment. (ak) Each If the Agent notifies a Purchaser hereby agrees that or any Person who has received funds on behalf of a Purchaser (i) if the Administrator notifies any such Purchaser or other recipient, a “Payment Recipient) that the Administrator 43 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 Purchaser Payment Recipient from the Administrator Agent or any of its Affiliates were erroneously transmitted to, or otherwise erroneously or mistakenly received by, such Purchaser Payment Recipient (whether or not known to such Purchaser or other Payment Recipient 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 Agent, and such Purchaser Purchaser, 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 one Business Day thereafter, return to the Administrator 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 Purchaser Payment Recipient to the date such amount is repaid to the Administrator Agent in same day funds at the greater of the Overnight Bank Funding Federal Funds Effective Rate and a rate determined by the Administrator Agent in accordance with banking industry rules on interbank compensation from time to time in effect and (ii) such Purchaser 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 Administrator for the return of any Erroneous Payments received, including without limitation waiver of any defense based on “discharge for value” or any similar doctrineeffect. A notice of the Administrator Agent to any Purchaser Payment Recipient under this clause (a) shall be conclusive, absent manifest error.

Erroneous Payment. (a) Each Purchaser hereby agrees If Administrative Agent notifies a Lender or L/C Issuer (any such Lender or L/C Issuer, a “Payment Recipient”) that (i) if the Administrator notifies such Purchaser that the Administrator 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 Purchaser Payment Recipient from the Administrator Administrative Agent or any of its Affiliates were erroneously transmitted to, or otherwise erroneously or mistakenly received by, such Purchaser Payment Recipient (whether or not known to such Purchaser Payment Recipient) (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 Purchaser Erroneous Payment shall at all times remain the property of Administrative Agent and shall be segregated by the Payment Recipient and held in trust for the benefit of Administrative Agent, and such Lender, L/C Issuer or other 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 one two (2) Business Day Days thereafter, return to the Administrator 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 Purchaser Payment Recipient to the date such amount is repaid to the Administrator Administrative Agent in same day funds at the greater of the Overnight Bank Funding Federal Funds Rate and a rate determined by the Administrator Administrative Agent in accordance with banking industry rules on interbank compensation from time to time in effect and (ii) such Purchaser 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 Administrator for the return of any Erroneous Payments received, including without limitation waiver of any defense based on “discharge for value” or any similar doctrineeffect. A notice of the Administrator Administrative Agent to any Purchaser Payment Recipient under this clause (a) shall be conclusive, absent manifest error. (b) Without limiting the immediately preceding clause (a), each Lender, L/C Issuer or other Secured Party, or any Person who has received funds on behalf of a Lender, L/C Issuer or other Secured Party such Lender or L/C Issuer, hereby further agrees that if it receives an Erroneous Payment from Administrative Agent (or any of its Affiliates) (i) that is in a different amount than, or on a different date from, that specified in a notice of payment, prepayment or repayment sent by Administrative Agent (or any of its Affiliates) (any such notice, a “Payment Notice”) with respect to such Erroneous Payment, (ii) that was not preceded or accompanied by a Payment Notice, or (iii) that such Lender, L/C Issuer or other Secured Party, or other such recipient, otherwise becomes aware was transmitted, or received, in error or by mistake (in whole or in part) in each case: (A) in the case of immediately preceding clauses (i) or (ii), an error shall be presumed to have been made (absent written confirmation from Administrative Agent to the contrary) or (B) an error has been made (in the case of immediately preceding clause (iii)), in each case, with respect to such Erroneous Payment; and (B) such Lender, L/C Issuer or other Secured Party shall (and shall cause any other recipient that receives funds on its respective behalf to) promptly (and, in all events, within one (1) Business Day of its knowledge of such error) notify Administrative Agent of its receipt of such payment, prepayment or repayment, the details thereof (in reasonable detail) and that it is so notifying Administrative Agent pursuant to this Section 9.13.

Erroneous Payment. (a) Each Purchaser Lender hereby agrees that (i) if the Administrator Administrative Agent notifies such Purchaser Lender that the Administrator Administrative Agent has determined in its sole discretion that any funds received by such Purchaser Lender from the Administrator Administrative Agent or any of its Affiliates were erroneously transmitted to, or otherwise erroneously or mistakenly received by, such Purchaser Lender (whether or not known to such Purchaser Lender (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 Purchaser Lender shall promptly, but in no event later than one Business Day thereafter, return to the Administrator 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 Purchaser Lender to the date such amount is repaid to the Administrator Administrative Agent in same day funds at the greater of the Overnight Bank Funding Rate and a rate determined by the Administrator Administrative Agent in accordance with banking industry rules on interbank compensation from time to time in effect and (ii) such Purchaser Lender 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 Administrator 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 doctrine. A notice of the Administrator Administrative Agent to any Purchaser Lender under this clause (a) shall be conclusive, absent manifest error.

Erroneous Payment. (a) Each Purchaser hereby agrees that If the Administrative Agent (ix) if the Administrator notifies a Lender, or any Person who has received funds on behalf of a Lender (any such Purchaser Lender and each of their respective successors and assigns, a “Payment Recipient”) that the Administrator Administrative Agent has determined in its sole reasonable 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 Purchaser Payment Recipient from the Administrator Administrative Agent or any of its Affiliates were erroneously or mistakenly transmitted to, or otherwise erroneously or mistakenly received by, such Purchaser Payment Recipient (whether or not known to such Purchaser Lender or other Payment Recipient 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 Purchaser Erroneous Payment shall at all times remain the property of the Administrative Agent pending its return or repayment as contemplated below in this Section 8.10 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 one two (2) Business Day thereafterDays thereafter (or such later date as the Administrative Agent may, in its sole discretion, specify in writing), return to the Administrator 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 Purchaser Payment Recipient to the date such amount is repaid to the Administrator Administrative Agent in same day funds at the greater of the Overnight Bank Funding Federal Funds Rate and a rate determined by the Administrator Administrative Agent in accordance with banking industry rules on interbank compensation from time to time in effect and (ii) such Purchaser 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 Administrator for the return of any Erroneous Payments received, including without limitation waiver of any defense based on “discharge for value” or any similar doctrineeffect. A notice of the Administrator Administrative Agent to any Purchaser Payment Recipient under this clause (a) shall be conclusive, absent manifest error.

Erroneous Payment. (a) Each Purchaser hereby agrees that 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 (iany such Lender, Secured Party or other recipient (and each of their respective successors and assigns), a “Payment Recipient”) if the Administrator notifies such Purchaser that the Administrator 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 Purchaser Payment Recipient from the Administrator Administrative Agent or any of its Affiliates were erroneously or mistakenly transmitted to, or otherwise erroneously or mistakenly received by, such Purchaser Payment Recipient (whether or not known to such Purchaser 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 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 8.16 and held in trust for the benefit of the Administrative Agent, and such Purchaser 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 one two (2) Business Day Days thereafter, return to the Administrator 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 Purchaser Payment Recipient to the date such amount is repaid to the Administrator Administrative Agent in same day funds at the greater of the applicable Overnight Bank Funding Rate and a rate determined by the Administrator in accordance with banking industry rules on interbank compensation from time to time in effect and (ii) such Purchaser 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 Administrator for the return of any Erroneous Payments received, including without limitation waiver of any defense based on “discharge for value” or any similar doctrineRate. A notice of the Administrator Administrative Agent to any Purchaser Payment Recipient under this clause (a) shall be conclusive, absent manifest error.. 158

Erroneous Payment. (ac) Each Purchaser Lender and each LC Issuer hereby agrees that (i) if the Administrator Administrative Agent notifies a Lender, LC Issuer or other Credit Party who has received funds on behalf of a Lender, LC Issuer or other Credit Party (any such Purchaser Lender, LC Issuer or other Credit Party (and each of their respective successors and assigns), a “Payment Recipient”) that the Administrator Administrative Agent has determined in its sole discretion that any funds (as set forth in such notice from the Administrative Agent) received by such Purchaser Payment Recipient from the Administrator Administrative Agent, any of its sub-agents or any of its Affiliates were erroneously or mistakenly transmitted to, or otherwise erroneously or mistakenly received by, such Purchaser Payment Recipient (whether or not known to such Purchaser Lender, LC Issuer, other Credit Party or other Payment Recipient on its behalf) (any such funds, whether transmitted or received 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 Purchaser Lender, LC Issuer or other Credit 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 one (1) Business Day thereafter, return to the Administrator Administrative Agent (or its sub-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 Purchaser Payment Recipient to the date such amount is repaid to the Administrator Administrative Agent (or its sub-agent) in same day funds at the greater of the Overnight Bank Funding Base Rate and a rate determined by the Administrator Administrative Agent in accordance with banking industry rules on interbank compensation from time to time in effect and (ii) such Purchaser 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 Administrator for the return of any Erroneous Payments received, including without limitation waiver of any defense based on “discharge for value” or any similar doctrineeffect. A notice of the Administrator Administrative Agent to any Purchaser Payment Recipient under this clause (aSection 10.26(a) shall be conclusive, absent manifest error. For avoidance of doubt, for purposes of this Section 10.26, any payments made by the Administrative Agent shall include payments made by its sub-agent (including any paying agent) and payments made from any account of such sub-agent (including any paying agent) in accordance with Section 9.5.

Erroneous Payment. (a) Each Purchaser Lender hereby agrees that (i) if the Administrator Administrative Agent notifies such Purchaser Lender that the Administrator Administrative Agent has determined in its sole discretion that any funds received by such Purchaser Lender from the Administrator Administrative Agent or any of its Affiliates were erroneously transmitted to, or otherwise erroneously or mistakenly received by, such Purchaser Lender (whether or not known to such Purchaser Lender) (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) (provided, that, without limiting any other rights or remedies (whether at law or in equity), the Administrative Agent may not make any such demand under this clause (a)(i) with respect to an Erroneous Payment unless such demand is made within 35 days of the date of receipt of such Erroneous Payment by the applicable Lender), such Purchaser Lender shall promptly, but in no event later than one Business Day thereafter, return to the Administrator 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 Purchaser Lender to the date such amount is repaid to the Administrator Administrative Agent in same day funds at the greater of the Overnight Bank Funding Federal Funds Rate and a rate determined by the Administrator Administrative Agent in accordance with banking industry rules on interbank compensation from time to time in effect and (ii) such Purchaser 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 Administrator for the return of any Erroneous Payments received, including without limitation waiver of any defense based on “discharge for value” or any similar doctrine. A notice of the Administrator to any Purchaser under this clause (a) shall be conclusive, absent manifest error.and

Erroneous Payment. (a) Each Purchaser hereby agrees that If the Administrative Agent notifies a Lender, Issuing Bank or Secured Party, or any Person who has received funds on behalf of a Lender, Issuing Bank or Secured Party such Lender or Issuing Bank (iany such Lender, Issuing Bank, Secured Party or other recipient, a “Payment Recipient”) if the Administrator notifies such Purchaser that the Administrator Administrative Agent has determined in its sole discretion (whether or not after receipt of any notice under Section 8.12(b)) that any funds received by such Purchaser Payment Recipient from the Administrator Administrative Agent or any of its Affiliates were erroneously transmitted to, or otherwise erroneously or mistakenly received by, such Purchaser Payment Recipient (whether or not known to such Purchaser Lender, Issuing Bank, Secured Party or other Payment Recipient 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) (provided, that, without limiting any other rights or remedies (whether at law or in equity), the Administrative Agent may not make any such demand under this clause (a) with respect to an Erroneous Payment unless such demand is made within 90 days of the date of receipt of such Erroneous Payment by the applicable Payment Recipient), such Purchaser 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, 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 one two Business Day Days thereafter, return to the Administrator 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 Purchaser Payment Recipient to the date such amount is repaid to the Administrator Administrative Agent in same day funds at the greater of the Overnight Bank Funding Federal Funds Rate and a rate determined by the Administrator Administrative Agent in accordance with banking industry rules on interbank compensation from time to time in effect and (ii) such Purchaser 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 Administrator for the return of any Erroneous Payments received, including without limitation waiver of any defense based on “discharge for value” or any similar doctrineeffect. A notice of the Administrator Administrative Agent to any Purchaser Payment Recipient under this clause (a) shall be conclusive, absent manifest error.. (b) Without limiting Section 8.12(a) above, each Lender, Issuing Bank or Secured Party, or any Person who has received funds on behalf of a Lender, Issuing Bank or Secured Party such Lender or Issuing Bank, hereby further 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 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, Issuing Bank or Secured Party, or other such recipient, otherwise becomes aware was transmitted, or received, in error or by mistake (in whole or in part) in each case:

Erroneous Payment. (a) 13.17.1 Each Purchaser Lender and the Issuing Lender hereby agrees that (ia) if the Administrator Administrative Agent notifies such Purchaser Lender or Issuing Lender that the Administrator Administrative Agent has determined in its sole discretion that any funds received by such Purchaser Lender or Issuing Lender from the Administrator Administrative Agent or any of its Affiliates were erroneously transmitted to, or otherwise erroneously or mistakenly received by, such Purchaser Lender or Issuing Lender (whether or not known to such Purchaser Lender or Issuing Lender) (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 Purchaser Lender or Issuing Lender shall promptly, but in no event later than one Business Day thereafter, return to the Administrator 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 Purchaser Lender or Issuing Lender to the date such amount is repaid to the Administrator Administrative Agent in same day funds at the greater of the Overnight Bank Funding Rate and a rate determined by the Administrator Administrative Agent in accordance with banking industry rules on interbank compensation from time to time in effect effect, and (iib) to the extent permitted by applicable law, such Purchaser Lender or Issuing Lender shall not assert any right or claim to the Erroneous Payment, and hereby waives waives, any claim, counterclaim, defense or right of set-off or recoupment with respect to any demand, claim or counterclaim by the Administrator 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 doctrine. A notice of the Administrator Administrative Agent to any Purchaser Lender or any Issuing Lender under this clause (a) 13.17.1 shall be conclusive, absent manifest error.

Erroneous Payment. (a) Each Purchaser Lender, Issuing Bank and Secured Party (on behalf of itself and any Person who shall receive funds on behalf of such Lender, Issuing Bank or Secured Party, collectively, a “Payment Recipient”) hereby agrees that (ix) if the Administrator Administrative Agent notifies such Purchaser Payment Recipient that the Administrator Administrative Agent has determined in its sole discretion that any funds received by such Purchaser Payment Recipient from the Administrator Administrative Agent or any of its Affiliates (whether as a payment, prepayment or repayment of principal, interest, fees, distribution or otherwise; individually and collectively, an “Erroneous Payment”) were erroneously transmitted to, or otherwise erroneously or mistakenly received by, such Purchaser Payment Recipient (whether or not known to such Purchaser (whether as a paymentPayment Recipient), 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 Purchaser 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 Payment Recipient shall promptly, but in no event later than one Business Day thereafter, return to the Administrator Administrative Agent the amount of any such Erroneous Payment (or portion thereof) as to which such a demand was made, 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 Purchaser Payment Recipient to the date such amount is repaid to the Administrator Administrative Agent in same day funds at the greater of the Overnight Bank Funding Federal Funds Effective Rate and a rate determined by the Administrator Administrative Agent in accordance with banking industry rules on interbank compensation from time to time in effect effect, and (iiy) to the extent permitted by applicable law, such Purchaser Payment Recipient shall not assert any right or claim to the any Erroneous PaymentPayments, and hereby waives waives, as to the Administrative Agent, any claim, counterclaim, defense or right of set-off or recoupment with respect to any demand, claim or counterclaim by the Administrator 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 doctrine. A notice of the Administrator Administrative Agent to any Purchaser Payment Recipient under this clause (a) Section 8.02 shall be conclusive, absent manifest error.. 151

Erroneous Payment. (a) Each Purchaser hereby agrees that If the Administrative Agent notifies an LC Participant, Issuer, Secured Party or any Person who has received funds on behalf of an LC Participant, Issuer such LC Participant, Issuer, Secured Party or other recipient (iany such LC Participant, Issuer, Secured Party or other recipient, a “Payment Recipient”) if the Administrator notifies such Purchaser that the Administrator 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 Purchaser Payment Recipient from the Administrator Administrative Agent or any of its Affiliates were erroneously transmitted to, or otherwise erroneously or mistakenly received by, such Purchaser Payment Recipient (whether or not known to such Purchaser Payment Recipient) (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 Purchaser 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 LC Participant, Issuer 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 one two Business Day Days thereafter, return to the Administrator 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 Purchaser Payment Recipient to the date such amount is repaid to the Administrator Administrative Agent in same day funds at the greater of the Overnight Bank Funding Federal Funds Rate and a rate determined by the Administrator Administrative Agent in accordance with banking industry rules on interbank compensation from time to time in effect and (ii) such Purchaser 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 Administrator for the return of any Erroneous Payments received, including without limitation waiver of any defense based on “discharge for value” or any similar doctrineeffect. A notice of the Administrator Administrative Agent to any Purchaser Payment Recipient under this clause (a) shall be conclusive, absent manifest error.

Erroneous Payment. (a) Each Purchaser Bank and each Letter of Credit Issuer hereby severally agrees that if (i) if the Administrator Administrative Agent notifies (which such Purchaser notice shall be conclusive absent manifest error) such Bank or Letter of Credit Issuer that the Administrator Administrative Agent has determined in its sole discretion that any funds received by such Purchaser Bank or Letter of Credit Issuer from the Administrator Administrative Agent or any of its Affiliates were erroneously transmitted to, or otherwise erroneously or mistakenly received by, such Purchaser Bank or Letter of Credit Issuer (whether or not known to such Purchaser Bank or Letter of Credit Issuer) or (ii) it receives any payment 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 a notice of payment sent by the Administrative Agent (or any of its Affiliates) with respect to such payment, (y) that was not preceded or accompanied by a notice of payment sent by the Administrative Agent (or any of its Affiliates) with respect to such payment or (z) that such Bank or Letter of Credit Issuer otherwise becomes aware was transmitted, or received, in error or by mistake (in whole or in part) then, in each case an error in payment has been made (any such amounts specified in clauses (i) or (ii) of this Section 12.14(a), whether received as a payment, prepayment or repayment of principal, interest, fees or otherwise); individually and collectively, an “Erroneous Payment”) and demands the return Bank or Letter of Credit Issuer, as the case may be, is deemed to have knowledge of such error at the time of its receipt of such Erroneous Payment (or a portion thereof)and to the extent permitted by applicable law, such Purchaser shall promptly, but in no event later than one Business Day thereafter, return to the Administrator the amount Bank or Letter 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 Purchaser to the date such amount is repaid to the Administrator in same day funds at the greater of the Overnight Bank Funding Rate and a rate determined by the Administrator in accordance with banking industry rules on interbank compensation from time to time in effect and (ii) such Purchaser Credit Issuer shall not assert any right or claim to the Erroneous Payment, and hereby waives waives, any claim, counterclaim, defense or right of set-off or recoupment with respect to any demand, claim or counterclaim by the Administrator 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 doctrine. A notice of the Administrator to any Purchaser under this clause (a) shall be conclusive, absent manifest error.