Common use of Erroneous Payments Clause in Contracts

Erroneous Payments. (a) Each Lender and other Secured Party hereby agrees that (x) if any Administrative Agent notifies such Lender or Secured Party that such Administrative Agent has determined in its sole discretion that any funds received by such Lender or Secured Party from such Administrative Agent or any of its Affiliates (whether as a payment, prepayment or repayment of principal, interest, fees or otherwise; individually and collectively, a “Payment”) were erroneously transmitted to such Lender or Secured Party (whether or not known to such Lender or Secured Party), and demands the return of such Payment (or a portion thereof), such Lender or Secured Party shall promptly, but in no event later than one Business Day thereafter, return to such Administrative Agent the amount of any such Payment (or portion thereof) as to which such a demand was made in same day funds, together with interest thereon in respect of each day from and including the date such Payment (or portion thereof) was received by such Lender or Secured Party to the date such amount is repaid to such Administrative Agent at the greater of the Federal Funds Rate and a rate determined by such Administrative Agent in accordance with banking industry rules on interbank compensation from time to time in effect, and (y) to the extent permitted by applicable law, such Lender or Secured Party shall not assert, and hereby waives, as to such Administrative Agent, any claim, counterclaim, defense or right of set-off or recoupment with respect to any demand, claim or counterclaim by such Administrative Agent for the return of any Payments received, including without limitation any defense based on “discharge for value” or any similar doctrine. A notice of such Administrative Agent to any Lender or Secured Party under this Section 9.17 shall be conclusive, absent manifest error.

Erroneous Payments. (a) Each Lender and other Secured Party hereby agrees that (xi) if any Administrative the Collateral Agent notifies such Lender or Secured Party that such Administrative the Collateral Agent has determined in its sole discretion that any funds received by such Lender or Secured Party from such Administrative the Collateral Agent or any of its Affiliates were erroneously transmitted to, or otherwise erroneously or mistakenly received by, such Lender (whether or not known to such Lender) (whether as a payment, prepayment or repayment of principal, interest, fees or otherwise; individually and collectively, a “Erroneous Payment”) were erroneously transmitted to such Lender or Secured Party (whether or not known to such Lender or Secured Party), and demands the return of such Erroneous Payment (or a portion thereof), such Lender or Secured Party shall promptly, but in no event later than one Business Day thereafter, return to such Administrative the Collateral Agent the amount of any such Erroneous Payment (or portion thereof) as to which such a demand was made made, in same day fundsfunds (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 Lender or Secured Party to the date such amount is repaid to such Administrative the Collateral Agent in same day funds at the greater of the Federal Funds Rate federal funds rate and a rate determined by such Administrative the Collateral Agent in accordance with banking industry rules on interbank compensation from time to time in effect, effect and (yii) to the extent permitted by applicable law, such Lender or Secured Party shall not assertassert any right or claim to the Erroneous Payment, and hereby waives, as to such Administrative Agent, any claim, counterclaim, defense or right of set-off or recoupment with respect to any demand, claim or counterclaim by such Administrative the 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 such Administrative the Collateral Agent to any Lender or Secured Party under this Section 9.17 clause (a) shall be conclusive, absent manifest error.

Erroneous Payments. (ai) Each Lender and other Secured Party hereby agrees that (x) if any the Collateral Agent or the Administrative Agent notifies such Lender or Secured Party that such the Collateral Agent or the Administrative Agent Agent, as applicable, has determined in its sole discretion that any funds received by any such Lender or Secured Party from such the Collateral Agent or the Administrative Agent Agent, as applicable, or any of its Affiliates were erroneously transmitted to, or otherwise erroneously or mistakenly received by, such Secured Party (whether or not known to such Secured Party) (whether as a payment, prepayment or repayment of principal, interest, fees or otherwise; individually and collectively, a an “Erroneous Payment”) were erroneously transmitted to such Lender or Secured Party (whether or not known to such Lender or Secured Party), and demands the return of such Erroneous Payment (or a portion thereof), such Lender or Secured Party shall promptly, but in no event later than one (1) Business Day thereafter, return to such the Collateral Agent or the Administrative Agent Agent, as applicable, the amount of any such Erroneous Payment (or portion thereof) as to which such a demand was made made, in same day fundsfunds in Dollars, together with and if such Secured Party fails to return the amount of any such Erroneous Payment (or portion thereof) to the Collateral Agent or the Administrative Agent, as applicable, by such Business Day, such Secured Party shall also pay the Collateral Agent or the Administrative Agent, as applicable, interest thereon in respect of each day from and including the date after such Payment (or portion thereof) was received by such Lender or Secured Party Business Day to the date such amount is repaid to such the Collateral Agent or the Administrative Agent Agent, as applicable, in same day funds at the greater of the Federal Funds Rate and a rate determined by such the Collateral Agent or the Administrative Agent Agent, as applicable, in accordance with banking industry rules on interbank compensation from time to time in effect, effect and (y) to the extent permitted by applicable law, such Lender or Secured Party shall not assertassert any right or claim to the Erroneous Payment, and hereby waives, as to such Administrative Agent, any claim, counterclaim, defense or right of set-off or recoupment with respect to any demand, claim or counterclaim by such the Collateral Agent or the Administrative Agent Agent, as applicable, 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 such the Collateral Agent or the Administrative Agent Agent, as applicable, to any Lender or Secured Party under this Section 9.17 clause (i) shall be conclusive, absent manifest error.

Erroneous Payments. (a) Each Lender and other Secured Party hereby agrees that (x) if any the Administrative Agent notifies such Lender or Secured Party that such the Administrative Agent has determined in its sole discretion that any funds received by such Lender or Secured Party from such the Administrative Agent or any of its Affiliates were erroneously transmitted to, or otherwise erroneously or mistakenly received by, such Lender (whether or not known to such Lender) (whether as a payment, prepayment or repayment of principal, interest, fees or otherwise; individually and collectively, a an “Erroneous Payment”) were erroneously transmitted to such Lender or Secured Party (whether or not known to such Lender or Secured Party), and demands the return of such Erroneous Payment (or a portion thereof), such Lender or Secured Party shall promptly, but in no event later than one (1) Business Day thereafter, return to such the Administrative Agent the amount of any such Erroneous Payment (or portion thereof) as to which such a demand was made made, in same day fundsfunds in Dollars, together with and if such Lender fails to return the amount of any such Erroneous Payment (or portion thereof) to the Administrative Agent by such Business Day, such Lender shall also pay the Administrative Agent interest thereon in respect of each day from and including the date after such Payment (or portion thereof) was received by such Lender or Secured Party Business Day to the date such amount is repaid to such the Administrative Agent in same day funds at the greater of the Federal Funds Rate and a rate determined by such the Administrative Agent in accordance with banking industry rules on interbank compensation from time to time in effect, effect and (y) to the extent permitted by applicable lawLaw, such Lender or Secured Party shall not assertassert any right or claim to the Erroneous Payment, and hereby waives, as to such Administrative Agent, any claim, counterclaim, defense or right of set-off or recoupment with respect to any demand, claim or counterclaim by such the Administrative Agent for the return of any Erroneous Payments received, including without limitation waiver of any defense based on “discharge for value” or any similar doctrine. A notice of such the Administrative Agent to any Lender or Secured Party under this Section 9.17 clause (a) shall be conclusive, absent manifest error.

Erroneous Payments. (a) Each Lender and other Secured Party hereby agrees that (x) if any If the Administrative Agent notifies such a Lender or Secured Party Issuing Lender, or any Person who has received funds on behalf of a Lender or Issuing Lender (any such Lender, Issuing Lender or other recipient, a “Payment Recipient”) that such the Administrative Agent has determined in its sole discretion (whether or not after receipt of any notice under immediately succeeding clause (b)) that any funds received by such Lender or Secured Party Payment Recipient from such the Administrative Agent or any of its Affiliates were erroneously transmitted to, or otherwise erroneously or mistakenly received by, such Payment Recipient (whether or not known to such Lender, 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, a an “Erroneous Payment”) were erroneously transmitted to such Lender or Secured Party (whether or not known to such Lender or Secured Party), and demands the return of such Erroneous Payment (or a portion thereof), such Erroneous Payment shall at all times remain the property of the Administrative Agent and shall be segregated by the Payment Recipient and held in trust for the benefit of the Administrative Agent, and such Lender or Secured Party 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 such the Administrative Agent the amount of any such Erroneous Payment (or portion thereof) as to which such a demand was made made, in same day fundsfunds (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 Lender or Secured Party Payment Recipient to the date such amount is repaid to such the Administrative Agent in same day funds at the greater of the Federal Funds Overnight Bank Funding Rate and a rate determined by such the Administrative Agent in accordance with banking industry rules on interbank compensation from time to time in effect, and (y) to the extent permitted by applicable law, such Lender or Secured Party shall not assert, and hereby waives, as to such Administrative Agent, any claim, counterclaim, defense or right of set-off or recoupment with respect to any demand, claim or counterclaim by such Administrative Agent for the return of any Payments received, including without limitation any defense based on “discharge for value” or any similar doctrine. A notice of such the Administrative Agent to any Lender or Secured Party Payment Recipient under this Section 9.17 clause (a) shall be conclusive, absent manifest error.

Erroneous Payments. (a) Each Lender and other Secured Party the Issuing Lender hereby agrees that (xi) if any Administrative the Agent notifies such Lender or Secured Party Issuing Lender that such Administrative the Agent has determined in its sole discretion that any funds received by such Lender or Secured Party Issuing Lender from such Administrative the Agent or any of its Affiliates were erroneously transmitted to, or otherwise erroneously or mistakenly received by, such Lender or Issuing Lender (whether or not known to such Lender or Issuing Lender) (whether as a payment, prepayment or repayment of principal, interest, fees or otherwise; individually and collectively, a an “Erroneous Payment”) were erroneously transmitted to such Lender or Secured Party (whether or not known to such Lender or Secured Party), and demands the return of such Erroneous Payment (or a portion thereof), such Lender or Secured Party Issuing Lender shall promptly, but in no event later than one Business Day thereafter, return to such Administrative the Agent the amount of any such Erroneous Payment (or portion thereof) as to which such a demand was made made, in same day fundsfunds (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 Lender or Secured Party Issuing Lender to the date such amount is repaid to such Administrative the Agent in same day funds at the greater of the Federal Funds Rate and a rate determined by such Administrative the Agent in accordance with banking industry rules on interbank compensation from time to time in effect, effect and (yii) to the extent permitted by applicable law, such Lender or Secured Party Issuing Lender shall not assertassert any right or claim to the Erroneous Payment, and hereby waives, as to such Administrative Agent, any claim, counterclaim, defense or right of set-off or recoupment with respect to any demand, claim or counterclaim by such Administrative the 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 such Administrative the Agent to any Lender or Secured Party Issuing Lender under this Section 9.17 clause (a) shall be conclusive, absent manifest error.

Erroneous Payments. (a) (i) Each Lender and other Secured Party L/C Issuer hereby agrees that (x) if any the Administrative Agent notifies such Lender or Secured Party L/C Issuer that such the Administrative Agent has determined in its sole discretion that any funds received by such Lender or Secured Party Xxxxxx from such the Administrative Agent or any of its Affiliates (whether as a payment, prepayment or repayment of principal, interest, fees or otherwise; individually and collectively, a “Payment”) were erroneously transmitted to such Lender or Secured Party L/C Issuer (whether or not known to such Lender or Secured PartyL/C Issuer), and demands the return of such Payment (or a portion thereof), such Lender or Secured Party shall promptly, but in no event later than one Business Day thereafter, return to such the Administrative Agent the amount of any such Payment (or portion thereof) as to which such a demand was made in same day funds, together with interest thereon in respect of each day from and including the date such Payment (or portion thereof) was received by such Lender or Secured Party L/C Issuer to the date such amount is repaid to such the Administrative Agent at the greater of the Federal Funds NYFRB Rate and a rate determined by such the Administrative Agent in accordance with banking industry rules on interbank compensation from time to time in effect, and (y) to the extent permitted by applicable law, such Lender or Secured Party L/C Issuer shall not assert, and hereby waives, as to such the Administrative Agent, any claim, counterclaim, defense or right of set-off or recoupment with respect to any demand, claim or counterclaim by such the Administrative Agent for the return of any Payments received, including without limitation any defense based on “discharge for value” or any similar doctrine. A notice of such the Administrative Agent to any Lender or Secured Party L/C Issuer under this Section 9.17 9.13 shall be conclusive, absent manifest error.

Erroneous Payments. (a) Each Lender and other Secured Party each Issuing Lender hereby agrees that (xi) if any the Administrative Agent notifies such Lender or Secured Party Issuing Lender that such the Administrative Agent has determined in its sole discretion that any funds received by such Lender or Secured Party Issuing Lender from such the Administrative Agent or any of its Affiliates were erroneously transmitted to, or otherwise erroneously or mistakenly received by, such Lender or Issuing Lender (whether or not known to such Lender or Issuing Lender) (whether as a payment, prepayment or repayment of principal, interest, fees or otherwise; individually and collectively, a an “Erroneous Payment”) were erroneously transmitted to such Lender or Secured Party (whether or not known to such Lender or Secured Party), and demands the return of such Erroneous Payment (or a portion thereof), such Lender or Secured Party Issuing Lender shall promptly, but in no event later than one Business Day thereafter, return to such the Administrative Agent the amount of any such Erroneous Payment (or portion thereof) as to which such a demand was made made, in same day fundsfunds (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 Lender or Secured Party Issuing Lender to the date such amount is repaid to such the Administrative Agent in same day funds at the greater of the Federal Funds New York Fed Bank Rate and a rate determined by such the Administrative Agent in accordance with banking industry rules on interbank compensation from time to time in effect, effect and (yii) to the extent permitted by applicable law, such Lender or Secured Party Issuing Lender shall not assertassert any right or claim to the Erroneous Payment, and hereby waives, as to such Administrative Agent, any claim, counterclaim, defense or right of set-off or recoupment with respect to any demand, claim or counterclaim by such the Administrative Agent for the return of any Erroneous Payments received, including without limitation waiver of any defense based on “discharge for value” or any similar doctrine. A notice of such the Administrative Agent to any Lender or Secured Party any Issuing Lender under this Section 9.17 clause (a) shall be conclusive, absent manifest error.

Erroneous Payments. (ai) Each Lender and other Secured Party Issuing Lender hereby agrees that (x) if any the Administrative Agent notifies such Lender or Secured Party Issuing Lender that such the Administrative Agent has determined in its sole discretion that any funds received by such Lender or Secured Party Issuing Lender from such the Administrative Agent or any of its Affiliates (whether as a payment, prepayment or repayment of principal, interest, fees or otherwise; individually and collectively, a “Payment”) were erroneously transmitted to such Lender or Secured Party Issuing Lender (whether or not known to such Lender or Secured PartyIssuing Lender), and demands the return of such Payment (or a portion thereof), such Lender or Secured Party Issuing Lender, as applicable, shall promptly, but in no event later than one two (2) Business Day Days thereafter, return to such the Administrative Agent the amount of any such Payment (or portion thereof) as to which such a demand was made in same day funds, together with interest thereon in respect of each day from and including the date such Payment (or portion thereof) was received by such Lender or Secured Party Issuing Lender, as applicable, to the date such amount is repaid to such the Administrative Agent at the greater of the Federal Funds NYFRB Rate and a rate determined by such the Administrative Agent in accordance with banking industry rules on interbank compensation from time to time in effect, and (y) to the extent permitted by applicable law, such Lender or Secured Party such Issuing Lender, as applicable, shall not assert, and hereby waives, as to such the Administrative Agent, any claim, counterclaim, defense or right of set-off or recoupment with respect to any demand, claim or counterclaim by such the Administrative Agent for the return of any Payments received, including without limitation any defense based on “discharge for value” or any similar doctrine. A notice of such the Administrative Agent to any Lender or Secured Party Issuing Lender under this Section 9.17 9.13 shall be conclusive, absent manifest error.

Erroneous Payments. (ai) Each Lender and other Secured Party hereby agrees that (x) if any If the Administrative Agent notifies such a Lender or Secured Party Issuing Lender, or any Person who has received funds on behalf of a Lender or Issuing Lender (any such Lender, Issuing Lender or other recipient, a “Payment Recipient”) that such the Administrative Agent has determined in its sole discretion (whether or not after receipt of any notice under immediately succeeding clause (ii)) that any funds received by such Lender or Secured Party Payment Recipient from such the Administrative Agent or any of its Affiliates were erroneously transmitted to, or otherwise erroneously or mistakenly received by, such Payment Recipient (whether or not known to such Lender, 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, a an “Erroneous Payment”) were erroneously transmitted to such Lender or Secured Party (whether or not known to such Lender or Secured Party), and demands the return of such Erroneous Payment (or a portion thereof), such Erroneous Payment shall at all times remain the property of the Administrative Agent and shall be segregated by the Payment Recipient and held in trust for the benefit of the Administrative Agent, and such Lender or Secured Party 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 such the Administrative Agent the amount of any such Erroneous Payment (or portion thereof) as to which such a demand was made made, in same day fundsfunds (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 Lender or Secured Party Payment Recipient to the date such amount is repaid to such the Administrative Agent in same day funds at the greater of the Federal Funds Overnight Bank Funding Rate and a rate determined by such the Administrative Agent in accordance with banking industry rules on interbank compensation from time to time in effect, and (y) to the extent permitted by applicable law, such Lender or Secured Party shall not assert, and hereby waives, as to such Administrative Agent, any claim, counterclaim, defense or right of set-off or recoupment with respect to any demand, claim or counterclaim by such Administrative Agent for the return of any Payments received, including without limitation any defense based on “discharge for value” or any similar doctrine. A notice of such the Administrative Agent to any Lender or Secured Party Payment Recipient under this Section 9.17 clause (i) shall be conclusive, absent manifest error.

Erroneous Payments. (a) Each Lender and other Secured Party hereby agrees that (xi) if any Administrative the Agent notifies such Lender or Secured Party that such Administrative the Agent has determined in its sole discretion that any funds received by such Lender or Secured Party from such Administrative the Agent or any of its Affiliates were erroneously or mistakenly transmitted to, or otherwise erroneously or mistakenly received by, such Lender (whether or not known to such Lender) (whether as a payment, prepayment or repayment of principal, interest, fees or otherwise; individually and collectively, a an “Erroneous Payment”) were erroneously transmitted to such Lender or Secured Party (whether or not known to such Lender or Secured Party), and demands the return of such Erroneous Payment (or a portion thereof), such Lender or Secured Party shall promptly, but in no event later than one Business Day thereafter, return to such Administrative the Agent the amount of any such Erroneous Payment (or portion thereof) as to which such a demand was made made, in same day fundsfunds (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 Lender or Secured Party to the date such amount is repaid to such Administrative the Agent in same day funds at the greater of the Federal Funds Rate and a rate determined by such Administrative the Agent in accordance with banking industry rules on interbank compensation from time to time in effect, effect and (yii) to the extent permitted by applicable law, such Lender or Secured Party shall not assertassert any right or claim to the Erroneous Payment, and hereby waives, as to such Administrative Agent, waives any claim, counterclaim, defense or right of set-off or recoupment with respect to any demand, claim or counterclaim by such Administrative the 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 such Administrative the Agent to any Lender or Secured Party under this Section 9.17 clause (a) shall be conclusive, absent manifest error.. 101

Erroneous Payments. (a) Each Lender and Without limitation of any other Secured Party hereby agrees that (x) provision in this Agreement, if at any time the Administrative Agent notifies makes a payment hereunder in error to any Lender Party, whether or not in respect of an Obligation due and owing by the Borrower at such time, where such payment is a Rescindable Amount, then in any such event, each Lender or Secured Party that such receiving a Rescindable Amount severally agrees to repay to the Administrative Agent has determined in its sole discretion that any funds forthwith on demand the Rescindable Amount received by such Lender or Secured Party from such Administrative Agent or any of its Affiliates (whether as a paymentin immediately available funds in the currency so received, prepayment or repayment of principal, interest, fees or otherwise; individually and collectively, a “Payment”) were erroneously transmitted to such Lender or Secured Party (whether or not known to such Lender or Secured Party), and demands the return of such Payment (or a portion thereof), such Lender or Secured Party shall promptly, but in no event later than one Business Day thereafter, return to such Administrative Agent the amount of any such Payment (or portion thereof) as to which such a demand was made in same day funds, together with interest thereon in respect of thereon, for each day from and including the date such Payment (or portion thereof) was Rescindable Amount is received by such Lender or Secured Party it to but excluding the date of payment to the date such amount is repaid to such Administrative Agent Agent, at the greater of the Federal Funds Effective Rate and a rate determined by such the Administrative Agent in accordance with banking industry rules on interbank compensation from time to time in effect, compensation. Each Lender Party irrevocably waives any and (y) to the extent permitted by applicable law, such Lender or Secured Party shall not assert, and hereby waives, as to such Administrative Agent, any claim, counterclaim, defense or right of set-off or recoupment with respect to any demand, claim or counterclaim by such Administrative Agent for the return of any Payments receivedall defenses, including without limitation any defense based on “discharge for value” (under which a creditor might otherwise claim a right to retain funds mistakenly paid by a third party in respect of a debt owed by another) or similar defense to its obligation to return any Rescindable Amount. The Administrative Agent shall inform each Lender Party promptly upon determining that any payment made to such Lender Party comprised, in whole or in part, a Rescindable Amount. Notwithstanding anything to the contrary in this Agreement or any similar doctrine. A notice other Loan Document, neither any Loan Party nor any of such Administrative Agent its respective Affiliates (other than any Affiliate Lender or Debt Fund Affiliate in its capacity as a Lender Party) shall have any obligation or liabilities for any actions, consequences or remediation (including the repayment of any amounts) contemplated by this Section 8.02 or Section 2.18(d) (including any Rescindable Amount); provided that under no circumstances shall this Section 8.02 or Section 2.18(d) affect the obligations or liabilities of any Loan Party or any of its respective Affiliates (other than any Affiliate Lender or Debt Fund Affiliate in its capacity as a Lender Party) with respect to any Lender or Secured Party under this Section 9.17 shall be conclusive, absent manifest errorObligations that remain outstanding.

Erroneous Payments. (a) Each Lender and other Secured Party each Issuing Bank hereby agrees that (xi) if any the Administrative Agent notifies such Lender or Secured Party Issuing Bank that such the Administrative Agent has determined in its sole discretion that any funds received by such Lender or Secured Party Issuing Bank from such the Administrative Agent or any of its Affiliates (whether as a payment, prepayment or repayment of principal, interest, fees or otherwise; individually and collectively, a “Payment”) were erroneously transmitted to such Lender or Secured Party Issuing Bank (whether or not known to such Lender or Secured PartyIssuing Bank), and demands the return of such Payment (or a portion thereof), such Lender or Secured Party Issuing Bank shall promptly, but in no event later than one Business Day thereafter, return to such the Administrative Agent the amount of any such Payment (or portion thereof) as to which such a demand was made in same day funds, together with interest thereon in respect of each day from and including the date such Payment (or portion thereof) was received by such Lender or Secured Party to the date such amount is repaid to such the Administrative Agent at the greater of the Federal Funds NYFRB Rate and a rate determined by such the Administrative Agent in accordance with banking industry rules on interbank compensation from time to time in effect, and (y) to the extent permitted by applicable law, such Lender or Secured Party Issuing Bank shall not assert, and hereby waives, as to such the Administrative Agent, any claim, counterclaim, defense or right of set-off or recoupment with respect to any demand, claim or counterclaim by such the Administrative Agent for the return of any Payments received, including without limitation any defense based on “discharge for value” or any similar doctrine. A notice of such the Administrative Agent to any Lender or Secured Party under this Section 9.17 11.11(a) shall be conclusive, absent manifest error.

Erroneous Payments. (a) Each Lender and other Secured Party hereby agrees that (xi) if any the Administrative Agent notifies such Lender or Secured Party that such the Administrative Agent has determined in its sole discretion that any funds received by such Lender or Secured Party from such the Administrative Agent or any of its Affiliates were erroneously or mistakenly transmitted to, or otherwise erroneously or mistakenly received by, such Lender (whether or not known to such Lender) (whether as a payment, prepayment or repayment of principal, interest, fees or otherwise; individually and collectively, a an “Erroneous Payment”) were erroneously transmitted to such Lender or Secured Party (whether or not known to such Lender or Secured Party), and demands the return of such Erroneous Payment (or a portion thereof), such Lender or Secured Party shall promptly, but in no event later than one Business Day thereafter, return to such the Administrative Agent the amount of any such Erroneous Payment (or portion thereof) as to which such a demand was made made, in same day fundsfunds (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 Lender or Secured Party to the date such amount is repaid to such the Administrative Agent in same day funds at the greater of the Federal Funds Effective Rate and a rate determined by such the Administrative Agent in accordance with banking industry rules on interbank compensation from time to time in effect, effect and (yii) to the extent permitted by applicable law, such Lender or Secured Party shall not assertassert any right or claim to the Erroneous Payment, and hereby waives, as to such Administrative Agent, waives any claim, counterclaim, defense or right of set-off or recoupment with respect to any demand, claim or counterclaim by such the Administrative Agent for the return of any Erroneous Payments received, including without limitation waiver of any defense based on “discharge for value” or any similar theory or doctrine. A notice of such the Administrative Agent to any Lender or Secured Party under this Section 9.17 clause (a) shall be conclusive, absent manifest error.

Erroneous Payments. (a) Each Lender and other Secured Party hereby agrees that (xi) if any the Administrative Agent, the Collateral Administrator or the Collateral Agent notifies such Lender that the Administrative Agent, the Collateral Administrator or Secured Party that such Administrative Agent the Collateral Agent, as applicable, has determined in its sole discretion that any funds received by such Lender or from a Secured Party from such Administrative Agent or any of its respective Affiliates (a “Payment Recipient”) were erroneously transmitted to, or otherwise erroneously or mistakenly received by, such Lender (whether or not known to such Lender) (whether as a payment, prepayment or repayment of principal, interest, fees or otherwise; individually and collectively, a an “Erroneous Payment”) were erroneously transmitted to such Lender or Secured Party (whether or not known to such Lender or Secured Party), and demands the return of such Erroneous Payment (or a portion thereof), such Lender or Secured Party shall promptly, but in no event later than one Business Day thereafter, return to such the Administrative Agent Agent, the Collateral Administrator or the Collateral Agent, as applicable, the amount of any such Erroneous Payment (or portion thereof) as to which such a demand was made made, in same day fundsfunds (in the currency so received), together with interest thereon in respect of each day from and including the date that is two Business Days after the Administrative Agent, the Collateral Administrator or the Collateral Agent, as applicable, has demanded the return of such Erroneous Payment (or portion thereof) was received by such Lender or Secured Party to the date such amount is repaid to such the Administrative Agent Agent, the Collateral Administrator or the Collateral Agent, as applicable, in same day funds at the greater of the Federal Funds Rate and a rate determined by such the Administrative Agent Agent, the Collateral Administrator or the Collateral Agent, as applicable, in accordance with banking industry rules on interbank compensation from time to time in effect, effect and (yii) to the extent permitted by applicable law, such Lender or Secured Party shall not assertassert any right or claim to the Erroneous Payment, and hereby waives, as to such Administrative Agent, any claim, counterclaim, defense or right of set-off or recoupment with respect to any demand, claim or counterclaim by such the Administrative Agent Agent, the Collateral Administrator or the Collateral Agent, as applicable, 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 such the Administrative Agent, the Collateral Administrator or the Collateral Agent to any Lender or Secured Party under this Section 9.17 clause (a) shall be conclusive, absent manifest error.

Erroneous Payments. (ai) Each Lender and other Secured Party hereby agrees that (xi) if any Administrative the Agent notifies such Lender or Secured Party that such Administrative the Agent has determined in its sole discretion that any funds received by such Lender or Secured Party from such Administrative the Agent or any of its Affiliates were erroneously transmitted to, or otherwise erroneously or mistakenly received by, such Lender (whether or not known to such Lender) (whether as a payment, prepayment or repayment of principal, interest, fees or otherwise; individually and collectively, a “Erroneous Payment”) were erroneously transmitted to such Lender or Secured Party (whether or not known to such Lender or Secured Party), and demands the return of such Erroneous Payment (or a portion thereof), such Lender or Secured Party shall promptly, but in no event later than one (1) Business Day thereafter, return to such Administrative the Agent the amount of any such Erroneous Payment (or portion thereof) as to which such a demand was made made, in same day fundsfunds (in the currency so received), together with and if such Lender fails to return the amount of any such Erroneous Payment (or portion thereof) to the Agent by such Business Day, such Lender shall also pay the Agent interest thereon in respect of each day from and including the date after such Payment (or portion thereof) was received by such Lender or Secured Party Business Day to the date such amount is repaid to such Administrative the Agent in same day funds at the greater of the Federal Funds Rate and a rate determined by such Administrative the Agent in accordance with banking industry rules on interbank compensation from time to time in effect, effect and (yii) to the extent permitted by applicable law, such Lender or Secured Party shall not assertassert any right or claim to the Erroneous Payment, and hereby waives, as to such Administrative Agent, any claim, counterclaim, defense or right of set-off or recoupment with respect to any demand, claim or counterclaim by such Administrative the 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 such Administrative the Agent to any Lender or Secured Party under this Section 9.17 clause (i) shall be conclusive, absent manifest error.

Erroneous Payments. (a) Each Lender and other Secured Party hereby agrees With respect to any payment that (x) if any the Administrative Agent notifies makes for the account of the Lenders hereunder as to which the Administrative Agent determines (which determination shall be conclusive absent manifest error) that any of the following applies (such Lender or Secured Party that payment referred to as the “Rescindable Amount”): (1) the Borrower has not in fact made such payment; (2) the Administrative Agent has determined made a payment in its sole discretion that any funds received excess of the amount so paid by such Lender or Secured Party from such Administrative Agent or any of its Affiliates (whether as a payment, prepayment or repayment of principal, interest, fees or otherwise; individually and collectively, a “Payment”) were erroneously transmitted to such Lender or Secured Party the Borrower (whether or not known then owed); or (3) the Administrative agent has for any reason otherwise erroneously made such payment; then each of the Lenders severally agrees to repay to the Administrative Agent forthwith on demand the Rescindable Amount so distributed to such Lender or Secured Party)Lender, and demands the return of such Payment (or a portion thereof), such Lender or Secured Party shall promptly, but in no event later than one Business Day thereafter, return to such Administrative Agent the amount of any such Payment (or portion thereof) as to which such a demand was made in same day funds, together immediately available funds with interest thereon in respect of thereon, for each day from and including the date such Payment (or portion thereof) was received by such Lender or Secured Party amount is distributed to it to but excluding the date of payment to the date such amount is repaid to such Administrative Agent Agent, at the greater of the Federal Funds Rate and a rate determined by such the Administrative Agent in accordance with banking industry rules on interbank compensation from compensation. Without limitation of the foregoing or of any other provision in this Agreement, if at any time the Administrative Agent makes a payment hereunder in error to time any Lender, whether or not in effectrespect of an Obligation due and owing by the Borrower at such time, and (y) where such payment is a Rescindable Amount, then in any such event, each Lender receiving a Rescindable Amount severally agrees to repay to the extent permitted Administrative Agent forthwith on demand the Rescindable Amount received by applicable law, such Lender or Secured Party shall not assertin immediately available funds in the currency so received, with interest thereon, for each day from and hereby waives, as including the date such Rescindable Amount is received by it to such but excluding the date of payment to the Administrative Agent, any claim, counterclaim, defense or right at the greater of set-off or recoupment with respect to any demand, claim or counterclaim the Federal Funds Rate and a rate determined by such the Administrative Agent for the return of in accordance with banking industry rules on interbank compensation. Each Lender irrevocably waives any Payments receivedand all defenses, including without limitation any defense based on “discharge for value” (under which a creditor might otherwise claim a right to retain funds mistakenly paid by a third party in respect of a debt owed by another) or similar defense to its obligation to return any similar doctrineRescindable Amount. A notice of such The Administrative Agent shall inform each Lender promptly upon determining that any payment made to any such Lender comprised, in whole or Secured Party under this Section 9.17 shall be conclusivein part, absent manifest errora Rescindable Amount.

Erroneous Payments. (a) Each Revolving Lender and other Secured Party hereby agrees that (xi) if any the Administrative Agent notifies such Revolving Lender or Secured Party that such the Administrative Agent has determined in its sole discretion that any funds received by such Revolving Lender or Secured Party from such the Administrative Agent or any of its Affiliates (whether as a payment, prepayment or repayment of principal, interest, fees or otherwise; individually and collectively, a “Payment”) were erroneously transmitted to such Revolving Lender or Secured Party (whether or not known to such Lender or Secured PartyRevolving Lender), and demands the return of such Payment (or a portion thereof), such Revolving Lender or Secured Party shall promptly, but in no event later than one Business Day thereafterthereafter (or such later date as the Administrative Agent, may, in its sole discretion, specify in writing), return to such the Administrative Agent the amount of any such Payment (or portion thereof) as to which such a demand was made in same day funds, 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 Payment (or portion thereof) was received by such Revolving Lender or Secured Party to the date such amount is repaid to such the Administrative Agent at the greater of the Federal Funds NYFRB Rate and a rate determined by such the Administrative Agent in accordance with banking industry rules on interbank compensation from time to time in effect, and (yii) to the extent permitted by applicable law, such Revolving Lender or Secured Party shall not assert, and hereby waives, as to such the Administrative Agent, any claim, counterclaim, defense or right of set-off or recoupment with respect to any demand, claim or counterclaim by such the Administrative Agent for the return of any Payments received, including without limitation any defense based on “discharge for value” or any similar doctrine. A notice of such the Administrative Agent to any Revolving Lender or Secured Party under this Section 9.17 8.03 shall be conclusive, absent manifest error.

Erroneous Payments. (a) Each Lender and other Secured Party hereby agrees that (x) if any Administrative Agent notifies such Lender or Secured Party that such Administrative Agent has determined in its sole discretion that any funds received by such Lender or Secured Party from such Administrative Agent or any of its Affiliates (whether as a payment, prepayment or repayment of principal, interest, fees or otherwise; individually and collectively, a “Payment”) were erroneously transmitted to such Lender or Secured Party (whether or not known to such Lender or Secured PartyLender), and demands the return of such Payment (or a portion thereof), such Lender or Secured Party shall promptly, but in no event later than one Business Day thereafter, return to such the Administrative Agent the amount of any such Payment (or portion thereof) as to which such a demand was made in same day funds, together with interest thereon in respect of each day from and including the date such Payment (or portion thereof) was received by such Lender or Secured Party to the date such amount is repaid to such the Administrative Agent at the greater of the Federal Funds NYFRB Rate and a rate determined by such Administrative Agent in accordance with banking industry rules on interbank compensation from time to time in effect, and (y) to the extent permitted by applicable law, such Lender or Secured Party shall not assert, and hereby waives, as to such Administrative Agent, any claim, counterclaim, defense or right of set-off or recoupment with respect to any demand, claim or counterclaim by such Administrative Agent for the return of any Payments received, including without limitation any defense based on “discharge for value” or any similar doctrine. A notice of such Administrative Agent to any Lender or Secured Party under this Section 9.17 14.14 shall be conclusive, absent manifest error.. (b) Each Lender hereby further agrees that if it receives a Payment from 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 Administrative Agent (or any of its Affiliates) with respect to such Payment (a “Payment Notice”) or (y) that was not preceded or accompanied by a Payment Notice, it shall be on notice, in each such case, that an error has been made with respect to such Payment. Each Lender agrees that, in each such case, or if it otherwise becomes aware a Payment (or portion thereof) may have been sent in error, such Lender shall promptly notify Administrative Agent of such occurrence and, upon demand from Administrative Agent, it shall promptly, but in no event later than one Business Day thereafter, return to Administrative Agent the amount of any such Payment (or portion thereof) as to which such a demand was made in same day funds, together with interest thereon in respect of each day from and including the date such Payment (or portion thereof) was received by such Lender to the date such amount is repaid to Administrative Agent at the greater of the NYFRB Rate and a rate determined by Administrative Agent in accordance with banking industry rules on interbank compensation from time to time in effect. (c) The Borrower hereby agrees that (x) in the event an erroneous Payment (or portion thereof) are not recovered from any Lender that has received such Payment (or portion thereof) for any reason, Administrative Agent shall be subrogated to all the rights of such Lender with respect to such amount and (y) an erroneous Payment shall not pay, prepay, repay, discharge or otherwise satisfy any obligations owed by the Borrower under any Loan Document except to the extent such erroneous Payment comprises funds received by Administrative Agent from Borrower or Guarantor. (d) Each party’s obligations under this Section 14.14 shall survive the resignation or replacement of Administrative Agent or any transfer of rights or obligations by, or 132 the replacement of, a Lender, the termination of the Commitments or the repayment of the Loans. [Signature Pages Follow] 133

Erroneous Payments. (a) Each Lender and other Secured Party each Issuing Lender hereby agrees that (x) if any the Administrative Agent notifies such Lender or Secured Party Issuing Lender that such the Administrative Agent has determined in its sole discretion that any funds received by such Lender or Secured Party Issuing Lender from such the Administrative Agent or any of its Affiliates (whether as a payment, prepayment or repayment of principal, interest, fees or otherwise; individually and collectively, a “Payment”) were erroneously transmitted to such Lender or Secured Party Issuing Lender (whether or not known to such Lender or Secured PartyIssuing Lender), and demands the return of such Payment (or a portion thereof), such Lender or Secured Party Issuing Lender shall promptly, but in no event later than one (1) Business Day thereafter, return to such the Administrative Agent the amount of any such Payment (or portion thereof) as to which such a demand was made in same day funds, together with interest thereon in respect of each day from and including the date such Payment (or portion thereof) was received by such Lender or Secured Party Issuing Lender to the date such amount is repaid to such the Administrative Agent at the greater of the Federal Funds NYFRB Rate and a rate determined by such the Administrative Agent in accordance with banking industry rules on interbank compensation from time to time in effect, and (y) to the extent permitted by applicable law, such Lender or Secured Party Issuing Lender shall not assert, and hereby waives, as to such the Administrative Agent, any claim, counterclaim, defense or right of set-off or recoupment with respect to any demand, claim or counterclaim by such the Administrative Agent for the return of any Payments received, including without limitation including, with-out limitation, any defense based on “discharge for value” or any similar doctrine. A notice of such the Administrative Agent to any Lender or Secured Party under this Section 9.17 10.16 shall be conclusive, absent manifest error.

Erroneous Payments. (a) Each Lender and other Secured Party hereby agrees that (xi) if any the Administrative Agent notifies such Lender or Secured Party that such the Administrative Agent has determined in its sole discretion that any funds received by such Lender or Secured Party from such the Administrative Agent or any of its Affiliates were erroneously transmitted to, or otherwise erroneously or mistakenly received by, such Lender (whether or not known to such Lender (whether as a payment, prepayment or repayment of principal, interest, fees or otherwise; ), individually and collectively, a an “Erroneous Payment”) were erroneously transmitted to such Lender or Secured Party (whether or not known to such Lender or Secured Party), and demands the return of such Erroneous Payment (or a portion thereof), such Lender or Secured Party shall promptly, but in no event later than one two (2) Business Day Days thereafter, return to such the Administrative Agent the amount of any such Erroneous Payment (or portion thereof) as to which such a demand was made made, in same day fundsfunds (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 Lender or Secured Party to the date such amount is repaid to such the Administrative Agent in same day funds at the greater of the Federal Funds Overnight Bank Funding Rate and a rate determined by such the Administrative Agent in accordance with banking industry rules on interbank compensation from time to time in effect, and (yii) such Lender shall not assert any right or claim to the extent permitted by applicable law, such Lender or Secured Party shall not assertErroneous Payment, and hereby waives, as to such Administrative Agent, waives any claim, counterclaim, defense or right of set-off or recoupment with respect to any demand, claim or counterclaim by such the Administrative Agent for the return of any Erroneous Payments received, including without limitation waiver of any defense based on “discharge for value” or any similar doctrine. A notice of such the Administrative Agent to any Lender or Secured Party under this Section 9.17 clause (a) shall be conclusive, absent manifest error.. (b) Without limiting immediately preceding clause (a), each Lender hereby further agrees that if it receives an Erroneous Payment from the Administrative Agent (or any of its Affiliates) (i) that is in an amount different than (other than a de minimis difference), 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 Erroneous Payment (an “Erroneous Payment Notice”), or (ii) that was not preceded or accompanied by an Erroneous Payment Notice, it shall be on notice that, in each such case, an error has been made with respect to such Erroneous Payment. Each Lender further agrees that, in each such case, or if it otherwise becomes aware an Erroneous Payment (or portion thereof) may have been sent in error, such Lender shall promptly notify the Administrative Agent of such occurrence and, upon demand from the Administrative Agent, it shall promptly, but in no event later than one (1) Business Day thereafter, return to the Administrative Agent the amount of any such Erroneous Payment (or portion thereof) that was received by such Lender to the date such amount is repaid to the Administrative Agent in same day funds at the greater of the Overnight Bank Funding Rate and a rate determined by the Administrative Agent in accordance with banking industry rules on interbank compensation from time to time in effect. (c) The Borrower and each other Loan Party hereby agree that (i) in the event an Erroneous Payment (or portion thereof) is not recovered from any Lender that has received such Erroneous Payment (or portion thereof) for any reason, the Administrative Agent shall be

Erroneous Payments. (a) Each Lender and other Secured Party each Issuing Bank hereby agrees that (x) if any the Administrative Agent notifies such Lender or Secured Party Issuing Bank, as applicable, that such the Administrative Agent has determined in its sole discretion that any funds received by such Lender or Secured Party Issuing Bank, as applicable, from such the Administrative Agent or any of its Affiliates (whether as a payment, prepayment or repayment of principal, interest, fees or otherwise; individually and collectively, a “Payment”) were erroneously transmitted to such Lender or Secured Party Issuing Bank (whether or not known to such Lender or Secured PartyIssuing Bank, as applicable), and demands the return of such Payment (or a portion thereof), such Lender or Secured Party Issuing Bank, as applicable, shall promptly, but in no event later than one Business Day thereafter, return to such the Administrative Agent the amount of any such Payment (or portion thereof) as to which such a demand was made in same day funds, together with interest thereon in respect of each day from and including the date such Payment (or portion thereof) was received by such Lender or Secured Party Issuing Bank, as applicable, to the date such amount is repaid to such the Administrative Agent at the greater of the Federal Funds Effective Rate and a rate determined by such the Administrative Agent in accordance with banking industry rules on interbank compensation from time to time in effect, and (y) to the extent permitted by applicable law, such no Lender or Secured Party Issuing Bank shall not assert, and each Lender and Issuing Bank hereby waives, as to such the Administrative Agent, any claim, counterclaim, defense or right of set-off or recoupment with respect to any demand, claim or counterclaim by such the Administrative Agent for the return of any Payments received, including without limitation any defense based on “discharge for value” or any similar doctrine. A notice of such the Administrative Agent to any Lender or Secured Party any Issuing Bank under this Section 9.17 paragraph shall be conclusive, absent manifest error. 127 Each Lender and each Issuing Bank hereby further agrees that if it receives a 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 (a “Payment Notice”) or (y) that was not preceded or accompanied by a Payment Notice, it shall be on notice, in each such case, that an error has been made with respect to such Payment. Each Lender and each Issuing Bank agrees that, in each such case, or if it otherwise becomes aware a Payment (or portion thereof) may have been sent in error, such Lender or Issuing Bank, as applicable, shall promptly notify the Administrative Agent of such occurrence and, upon demand from the Administrative Agent, it shall promptly, but in no event later than one Business Day thereafter, return to the Administrative Agent the amount of any such Payment (or portion thereof) as to which such a demand was made in same day funds, together with interest thereon in respect of each day from and including the date such Payment (or portion thereof) was received by such Lender or Issuing Bank, as applicable, to the date such amount is repaid to the Administrative Agent at the greater of the Federal Funds Effective Rate and a rate determined by the Administrative Agent in accordance with banking industry rules on interbank compensation from time to time in effect. Holdings and each Subsidiary hereby agrees that (x) in the event an erroneous Payment (or portion thereof) is not recovered from any Lender or any Issuing Bank, as applicable, that has received such Payment (or portion thereof) for any reason, the Administrative Agent shall be subrogated to all the rights of such Lender or such Issuing Bank under this Agreement or any Loan Document, as applicable, with respect to such amount and (y) an erroneous Payment shall not pay, prepay, repay, discharge or otherwise satisfy any obligations owed by the Borrower, Holdings or any Subsidiary under or in connection with this Agreement or other Loan Documents. Each party’s obligations under this Section 9.20 shall survive the resignation or replacement of the Administrative Agent or any transfer of rights or obligations by, or the replacement of, a Lender or an Issuing Bank, the termination of the Commitments or the repayment, satisfaction or discharge of all obligations owed by the Borrower, Holdings or any Subsidiary under or in connection with this Agreement or other Loan Documents.

Erroneous Payments. (a) Each Lender and other Secured Party Issuing Bank hereby agrees that (xi) if any the Administrative Agent notifies such Lender or Secured Party Issuing Bank that such the Administrative Agent has determined in its sole discretion that any funds received by such Lender or Secured Party Issuing Bank from such the Administrative Agent or any of its Affiliates were erroneously transmitted to, or otherwise erroneously or mistakenly received by, such Lender or Issuing Bank (whether or not known to such Lender or Issuing Bank) (whether as a payment, prepayment or repayment of principal, interest, fees or otherwise; individually and collectively, a an “Erroneous Payment”) were erroneously transmitted to such Lender or Secured Party (whether or not known to such Lender or Secured Party), and demands the return of such Erroneous Payment (or a portion thereof), such Lender or Secured Party Issuing Bank shall promptly, but in no event later than one Business Day thereafter, return to such the 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, together with interest thereon in respect of each day from and including the date such Erroneous Payment (or portion thereof) was received by such Lender or Secured Party Issuing Bank to the date such amount is repaid to such the Administrative Agent at the greater of the Federal Fed Funds Rate and a rate determined by such the Administrative Agent in accordance with banking industry rules on interbank compensation from time to time in effect, effect and (yii) to the extent permitted by applicable law, such Lender or Secured Party Issuing Bank shall not assert, and hereby waives, as to such Administrative Agent, any claim, counterclaim, defense or right of set-off or recoupment with respect to any demand, claim or counterclaim by such the Administrative Agent for the return of any Erroneous Payments received, including without limitation any defense based on “discharge for value” or any similar doctrine. A notice of such the Administrative Agent to any Lender or Secured Party Issuing Bank under this Section 9.17 clause (a) shall be conclusive, absent manifest error.. (b) Without limiting immediately preceding clause (a), if any Lender or Issuing Bank 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) that (x) 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) was not preceded or accompanied by a notice of payment,

Erroneous Payments. (ai) Each Lender and other Secured Party each L/C Issuer hereby agrees that (xi) if any the Administrative Agent notifies such Lender or Secured Party L/C Issuer that such the Administrative Agent has determined in its sole discretion that any funds received by such Lender or Secured Party L/C Issuer from such the Administrative Agent or any of its Affiliates were erroneously transmitted to, or otherwise erroneously or mistakenly received by, such Lender or L/C Issuer (whether or not known to such Lender or L/C Issuer) (whether as a payment, prepayment or repayment of principal, interest, fees or otherwise; individually and collectively, a “Erroneous Payment”) were erroneously transmitted to such Lender or Secured Party (whether or not known to such Lender or Secured Party), and demands the return of such Erroneous Payment (or a portion thereof), such Lender or Secured Party L/C Issuer shall promptly, but in no event later than one Business Day thereafter, return to such the Administrative Agent the amount of any such Erroneous Payment (or portion thereof) as to which such a demand was made made, in same day fundsfunds (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 Lender or Secured Party L/C Issuer to the date such amount is repaid to such the Administrative Agent in same day funds at the greater of the Federal Funds Base Rate and a rate determined by such the Administrative Agent in accordance with banking industry rules on interbank compensation from time to time in effect, effect and (yii) to the extent permitted by applicable law, such Lender or Secured Party L/C Issuer shall not assertassert any right or claim to the Erroneous Payment, and hereby waives, as to such Administrative Agent, any claim, counterclaim, defense or right of set-off or recoupment with respect to any demand, claim or counterclaim by such the Administrative Agent for the return of any Erroneous Payments received, including without limitation waiver of any defense based on “discharge for value” or any similar doctrine. A notice of such the Administrative Agent to any Lender or Secured Party any L/C Issuer under this Section 9.17 clause (i) shall be conclusive, absent manifest error.

Erroneous Payments. (a) Each Lender and other Secured Party hereby agrees that (x) if any Administrative If the Administration Agent notifies a Lender or Issuing Bank, or any Person who has received funds on behalf of a Lender or Issuing Bank such Lender or Secured Party Issuing Bank (any such Lender or Issuing Bank or other recipient, a “Payment Recipient”) that such Administrative the Administration 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 Lender or Secured Party Payment Recipient from such Administrative the Administration Agent or any of its Affiliates were erroneously transmitted to, or otherwise erroneously or mistakenly received by, such Payment Recipient (whether or not known to such Lender or 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, a an “Erroneous Payment”) were erroneously transmitted to such Lender or Secured Party (whether or not known to such Lender or Secured Party), and demands the return of such Erroneous Payment (or a portion thereof), such Erroneous Payment shall at all times remain the property of the Administration Agent and shall be segregated by the Payment Recipient and held in trust for the benefit of the Administration Agent, and such Lender or Secured Party 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 five (5) Business Day Days thereafter, return to such Administrative the Administration Agent the amount of any such Erroneous Payment (or portion thereof) as to which such a demand was made made, in same day fundsfunds (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 Lender or Secured Party Payment Recipient to the date such amount is repaid to such Administrative the Administration Agent in same day funds at the greater of the Federal Funds Rate and a rate determined by such Administrative the Administration Agent in accordance with banking industry rules on interbank compensation from time to time in effect, and (y) to the extent permitted by applicable law, such Lender or Secured Party shall not assert, and hereby waives, as to such Administrative Agent, any claim, counterclaim, defense or right of set-off or recoupment with respect to any demand, claim or counterclaim by such Administrative Agent for the return of any Payments received, including without limitation any defense based on “discharge for value” or any similar doctrine. A notice of such Administrative the Administration Agent to any Lender or Secured Party Payment Recipient under this Section 9.17 clause (a) shall be conclusive, absent manifest error.

Erroneous Payments. (a) Each Lender and other Secured Party hereby agrees that (x) if any the Administrative Agent notifies such Lender or Secured Party that such the Administrative Agent has determined in its sole discretion that any funds received by such Lender or Secured Party from such the Administrative Agent or any of its Affiliates (whether as a payment, prepayment or repayment of principal, interest, fees or otherwise; individually and collectively, a “'Payment”') were erroneously transmitted to such Lender or Secured Party (whether or not known to such Lender or Secured PartyLender), and demands the return of such Payment (or a portion thereof), such Lender or Secured Party shall promptly, but in no event later than one Business Day thereafter, return to such the Administrative Agent the amount of any such Payment (or portion thereof) as to which such a demand was made in same day funds, together with interest thereon in respect of each day from and including the date such Payment (or portion thereof) was received by such Lender or Secured Party to the date such amount is repaid to such the Administrative Agent at the greater of the Federal Funds NYFRB Rate and a rate determined by such the Administrative Agent in accordance with banking industry rules on interbank compensation from time to time in effect, and (y) to the extent permitted by applicable law, such Lender or Secured Party shall not assert, and hereby waives, as to such the Administrative Agent, any claim, counterclaim, defense or right of set-off or recoupment with respect to any demand, claim or counterclaim by such the Administrative Agent for the return of any Payments received, including without limitation any defense based on “discharge for value” or any similar doctrine. A notice of such the Administrative Agent to any Lender or Secured Party under this Section 9.17 10.09(a) shall be conclusive, absent manifest error.. (b) Each Lender hereby further agrees that if it receives a 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 (a 'Payment Notice') or (y) that was not preceded or accompanied by a Payment Notice, it shall be on notice, in each such case, that an error has been made with respect to such Payment. Each Lender agrees that, in each such case, or if it otherwise becomes aware a Payment (or portion thereof) may have been sent in error, such Lender shall promptly notify the Administrative Agent of such occurrence and, upon demand from the Administrative Agent, it shall promptly, but in no event later than one Business Day thereafter, return to the Administrative Agent the amount of any such Payment (or portion thereof) as to which such a demand was made in same day funds, together with interest thereon in respect of each day from and including the date such Payment (or portion thereof) was received by such Lender to the date such amount is repaid to the Administrative Agent at the greater of the NYFRB Rate and a rate determined by the Administrative Agent in accordance with banking industry rules on interbank compensation from time to time in effect. (c) The Borrower hereby agrees that (x) in the event an erroneous Payment (or portion thereof) are not recovered from any Lender that has received such Payment (or portion thereof) for any reason, the Administrative Agent shall be subrogated to all the rights of such 137

Erroneous Payments. (a) Each Lender and other Secured Party hereby agrees that (x) if any Administrative Agent notifies such Lender or Secured Party that such Administrative Agent has determined in its sole discretion that any funds received by such Lender or Secured Party from such Administrative Agent or any of its Affiliates (whether as a payment, prepayment or repayment of principal, interest, fees or otherwise; individually and collectively, a an “Erroneous Payment”) were erroneously transmitted to such Lender or Secured Party (regardless of whether or not known to such Lender knew or Secured Party), should have known of any such error) and demands the return of such Erroneous Payment (or a portion thereof), such Lender or Secured Party shall promptly, but in no event later than return such Erroneous Payment to Agent within one (1) Business Day thereafter, return to such Administrative Agent the amount of any such Payment (or portion thereof) as to which such a demand was made Agent’s request therefor in same day fundsUnited States Dollars, together with interest thereon in respect of each day from and including the date such Erroneous Payment (or portion thereof) was received by such Lender or Secured Party to the date such amount is repaid to such Administrative Agent at the greater of the Federal Funds Prime Rate and a rate determined by such Administrative Agent in accordance with banking industry rules on interbank compensation from time to time in effect, and (y) to the extent permitted by applicable law, such Lender or Secured Party shall not assert, and hereby waives, as to such Administrative the Agent, any claim, counterclaim, defense or right of set-off or recoupment with respect to any demand, claim or counterclaim by such Administrative the Agent for the return of any Erroneous Payments received, including without limitation any defense based on “discharge for value” or any similar doctrine. A Each Lender hereby further agrees that if it receives an Erroneous Payment from the 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 sent by the Agent with respect to such Erroneous Payment (an “Erroneous Payment Notice”) or (y) that was not preceded or accompanied by an Erroneous Payment Notice, it shall be on notice, in each such case, that an error has been made with respect to such Erroneous Payment. In any such case, or if Lender otherwise becomes aware an Erroneous Payment (or portion thereof) may have been sent in error, such Lender shall promptly notify the Agent of such occurrence and, upon demand from the Agent, shall return to Agent the amount of any such Erroneous Payment (or portion thereof) within one (1) Business Day of Agent’s demand therefor together with interest thereon in respect of each day from and including the date such Erroneous Payment (or portion thereof) was received by such Lender to the date such amount is repaid to the Administrative Agent at the greater of the Prime Rate and a rate determined by the Administrative Agent in accordance with banking industry rules on interbank compensation from time to time in effect. Borrower hereby agrees that (x) in the event an Erroneous Payment (or portion thereof) is not recovered from any Lender that has received such Erroneous Payment (or Secured Party portion thereof) for any reason, the Agent shall be subrogated to all the rights of such Lender with respect to such amount and (y) an Erroneous Payment shall not pay, prepay, repay, discharge or otherwise satisfy any Obligations owed by any Borrower or any other Loan Party. Until such time as the Erroneous Payment is repaid in full with interest thereon, any such Lender may, in Agent’s discretion, be treated as a Defaulting Lender for all purposes of Section 12.10 and any payment of principal, interest, fees or other amounts received by Agent that would otherwise be distributable to such Lender pursuant to the terms of Section 2.7(e) or Section 9.9 (whether voluntary or mandatory, at maturity or otherwise) or received by the Agent from a Defaulting Lender, shall be applied at such time or times as may be determined by Agent to the repayment of any Erroneous Payment prior to the application of the same for any other purposes. The obligations under this Section 9.17 12.12 shall be conclusivesurvive the resignation or replacement of the Agent or any transfer of rights or obligations by, absent manifest erroror the replacement of, a Lender, the termination of the Commitment or the repayment, satisfaction or discharge of all Obligations.

Erroneous Payments. (a) 12.12.1 Each Lender and other Secured Party (for purposes of this Section 12.12, including any Person who has received funds on behalf of a Lender) hereby agrees that (xi) if any the Administrative Agent notifies such any Lender or Secured Party that such the Administrative Agent has determined in its sole discretion that any funds received by such Lender or Secured Party Xxxxxx from such the Administrative Agent were erroneously transmitted to, or any of its Affiliates otherwise erroneously or mistakenly received by, such Lender (whether or not known to such Lender) (whether as a payment, prepayment or repayment of principal, interest, fees or otherwise; individually and collectively, a an “Erroneous Payment”) were erroneously transmitted to such Lender or Secured Party (whether or not known to such Lender or Secured Party), and demands the return of such Erroneous Payment (or a portion thereof), such Erroneous Payment shall at all times remain the property of the Administrative Agent pending its return or repayment as contemplated below in this Section 12.12 and held in trust for the benefit of the Administrative Agent and such Lender or Secured Party shall promptly, but in no event later than one Business Day thereafter, return to such the Administrative Agent the amount of any such Erroneous Payment (or portion thereof) as to which such a demand was made made, in same day fundsfunds (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 Lender or Secured Party to the date such amount is repaid to such the Administrative Agent at the greater of the Federal Funds Rate and a rate determined by such the Administrative Agent in accordance with banking industry rules on interbank compensation from time to time in effect, effect and (yii) to the extent permitted by applicable law, such Lender or Secured Party shall not assertassert any right or claim to the Erroneous Payment, and hereby waives, as to such Administrative Agent, waives any claim, counterclaim, defense or right of set-off or recoupment with respect to any demand, demand claim or counterclaim by such the Administrative Agent for the return of any Erroneous Payments received, including without limitation a waiver of any defense based on “discharge for value” or any similar doctrine. A notice of such the Administrative Agent to any Lender or Secured Party under this Section 9.17 clause shall be conclusive, conclusive absent manifest error.

Erroneous Payments. (a) Each Lender and other Secured Party hereby agrees that (xi) if any the Administrative Agent notifies such Lender or Secured Party that such the Administrative Agent has determined in its sole discretion that any funds received by such Lender or Secured Party from such the Administrative Agent or any of its Affiliates were erroneously transmitted to, or otherwise erroneously or mistakenly received by, such Lender (whether or not known to such Lender) (whether as a payment, prepayment or repayment of principal, interest, fees or otherwise; individually and collectively, a an “Erroneous Payment”) were erroneously transmitted to such Lender or Secured Party (whether or not known to such Lender or Secured Party), and demands the return of such Erroneous Payment (or a portion thereof), such Lender or Secured Party shall promptly, but in no event later than one (1) Business Day thereafter, return to such the 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, together with interest thereon in respect of each day from and including the date such Erroneous Payment (or portion thereof) was received by such Lender or Secured Party to the date such amount is repaid to such the Administrative Agent at the greater of the Federal Fed Funds Rate and a rate determined by such the Administrative Agent in accordance with banking industry rules on interbank compensation from time to time in effect, effect and (yii) to the extent permitted by applicable law, such Lender or Secured Party shall not assert, and hereby waives, as to such Administrative Agent, any claim, counterclaim, defense or right of set-off or recoupment with respect to any demand, claim or counterclaim by such the Administrative Agent for the return of any Erroneous Payments received, including without limitation any defense based on “discharge for value” or any similar doctrine. A notice of such the Administrative Agent to any Lender or Secured Party under this Section 9.17 clause (a) shall be conclusive, absent manifest error.. (b) Without limiting immediately preceding clause (a), if any Lender 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) that (x) is in a different amount than, or on a different date from, that specified in a notice of payment, prepayment 120 11584747

Erroneous Payments. (a) Each Lender and other Secured Party hereby agrees that (xi) if any Administrative the Agent, the Collateral Administrator or the Collateral Agent notifies such Lender that the Agent, the Collateral Administrator or Secured Party that such Administrative Agent the Collateral Agent, as applicable, has determined in its sole discretion that any funds received by such Lender or from a Secured Party from such Administrative Agent or any of its respective Affiliates (a “Payment Recipient”) were erroneously transmitted to, or otherwise erroneously or mistakenly received by, such Lender (whether or not known to such Lender) (whether as a payment, prepayment or repayment of principal, interest, fees or otherwise; individually and collectively, a an “Erroneous Payment”) were erroneously transmitted to such Lender or Secured Party (whether or not known to such Lender or Secured Party), and demands the return of such Erroneous Payment (or a portion thereof), such Lender or Secured Party shall promptly, but in no event later than one Business Day thereafter, return to such Administrative Agent the Agent, the Collateral Administrator or the Collateral Agent, as applicable, the amount of any such Erroneous Payment (or portion thereof) as to which such a demand was made made, in same day fundsfunds (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 Lender or Secured Party to the date such amount is repaid to such Administrative Agent the Agent, the Collateral Administrator or the Collateral Agent, as applicable, in same day funds at the greater of the Federal Funds Rate and a rate determined by such Administrative Agent the Agent, the Collateral Administrator or the Collateral Agent, as applicable, in accordance with banking industry rules on interbank compensation from time to time in effect, effect and (yii) to the extent permitted by applicable law, such Lender or Secured Party shall not assertassert any right or claim to the Erroneous Payment, and hereby waives, as to such Administrative Agent, any claim, counterclaim, defense or right of set-off or recoupment with respect to any demand, claim or counterclaim by such Administrative Agent the Agent, the Collateral Administrator or the Collateral Agent, as applicable, 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 such Administrative the Agent, the Collateral Administrator or the Collateral Agent to any Lender or Secured Party under this Section 9.17 clause (a) shall be conclusive, absent manifest error.

Erroneous Payments. (a) Each Lender and other Secured Party hereby agrees that (x) if any the Administrative Agent notifies such Lender or Secured Party that such the Administrative Agent has determined in its sole discretion that any funds received by such Lender or Secured Party from such the Administrative Agent or any of its Affiliates (whether as a payment, prepayment or repayment of principal, interest, fees or otherwise; individually and collectively, a “"Payment”") were erroneously transmitted to such Lender or Secured Party (whether or not known to such Lender or Secured PartyLender), and demands the return of such Payment (or a portion thereof), such Lender or Secured Party shall promptly, but in no event later than one Business Day thereafter, return to such the Administrative Agent the amount of any such Payment (or portion thereof) as to which such a demand was made in same day funds, together with interest thereon in respect of each day from and including the date such Payment (or portion thereof) was received by such Lender or Secured Party to the date such amount is repaid to such the Administrative Agent at the greater of the Federal Funds NYFRB Rate and a rate determined by such the Administrative Agent in accordance with banking industry rules on interbank compensation from time to time in effect, and (y) to the extent permitted by applicable law, such Lender or Secured Party shall not assert, and hereby waives, as to such the Administrative Agent, any claim, counterclaim, defense or right of set-off or recoupment with respect to any demand, claim or counterclaim by such the Administrative Agent for the return of any Payments received, including without limitation any defense based on “discharge for value” or any similar doctrine. A notice of such the Administrative Agent to any Lender or Secured Party under this Section 9.17 10.09(a) shall be conclusive, absent manifest error.. (b) Each Lender hereby further agrees that if it receives a 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 (a "Payment Notice") or (y) that was not preceded or accompanied by a Payment Notice, it shall be on notice, in each such case, that an error has been made with respect to such Payment. Each Lender agrees that, in each such case, or if it otherwise becomes aware a Payment (or portion thereof) may have been sent in error, such Lender shall promptly notify the Administrative Agent of such occurrence and, upon demand from the Administrative Agent, it shall promptly, but in no event later than one Business Day thereafter, return to the Administrative Agent the amount of any such Payment (or portion thereof) as to which such a demand was made in same day funds, together with interest thereon in respect of each day from and including the date such Payment (or portion thereof) was received by such Lender to the date such amount is repaid to the Administrative Agent at the greater of the NYFRB Rate and a rate determined by the Administrative Agent in accordance with banking industry rules on interbank compensation from time to time in effect. (c) The Borrower hereby agrees that (x) in the event an erroneous Payment (or portion thereof) are not recovered from any Lender that has received such Payment (or portion

Erroneous Payments. (a) Each Lender and other Secured Party hereby agrees that (xi) if any Administrative Agent notifies such Lender or Secured Party that such Administrative Agent has determined in its sole discretion that any funds received by such Lender or Secured Party from such Administrative Agent or any of its Affiliates were erroneously transmitted to, or otherwise erroneously or mistakenly received by, such Lender or Issuing Bank (whether or not known to such Lender or Issuing Bank) (whether as a payment, prepayment or repayment of principal, interest, fees or otherwise; individually and collectively, a “Erroneous Payment”) were erroneously transmitted to such Lender or Secured Party (whether or not known to such Lender or Secured Party), and demands the return of such Erroneous Payment (or a portion thereof), thereof),56 such Lender or Secured Party shall promptly, but in no event later than one Business Day thereafter, return to such Administrative Agent the amount of any such Erroneous Payment (or portion thereof) as to which such a demand was made made, in same day fundsfunds (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 Lender or Secured Party to the date such amount is repaid to such Administrative Agent in same day funds at the greater of the Federal Funds Rate and a rate determined by such Administrative Agent in accordance with banking industry rules on interbank compensation from time to time in effect, effect and (yii) to the extent permitted by applicable law, such Lender or Secured Party shall not assertassert any right or claim to the Erroneous Payment, and hereby waives, as to such Administrative Agent, any claim, counterclaim, defense or right of set-off or recoupment with respect to any demand, claim or counterclaim by such 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 such Administrative Agent to any Lender or Secured Party under this Section 9.17 clause (a) shall be conclusive, absent manifest error. Without limiting immediately preceding clause (a), each Lender hereby further agrees that if it receives an Erroneous Payment from 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 Administrative Agent (or any of its Affiliates) with respect to such Erroneous Payment (an “Erroneous Payment Notice”), (y) that was not preceded or accompanied by an Erroneous Payment Notice, or (z) that such Lender otherwise becomes aware was transmitted, or received, in error or by mistake (in whole or in part), in each case, an error has been made (and that it is deemed to have knowledge of such error at the time of receipt of such Erroneous Payment) with respect to such Erroneous Payment, and to the extent permitted by applicable law, such 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 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. Each Lender and each Issuing Bank agrees that, in each such case, it shall promptly (and, in all events, within one Business Day of its knowledge (or deemed knowledge) of such error) notify Administrative Agent of such occurrence and, upon demand from Administrative Agent, it shall promptly, but in all events no later than one Business Day thereafter, return to 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 Lender to the date such amount is repaid to Administrative Agent in same day funds at the greater of the Federal Funds Rate and a rate determined by Administrative Agent in accordance with banking industry rules on interbank compensation from time to time in effect. Borrower [and each other Loan Party]57 hereby agrees that (x) in the event an Erroneous Payment (or portion thereof) is not recovered from any Lender that has received such Erroneous Payment (or portion thereof) for any reason, Administrative Agent shall be subrogated to all the rights of such Lender with respect to such amount and (y) an Erroneous Payment shall not pay, prepay, repay, discharge or otherwise satisfy any Obligations owed by Borrower [or any other Loan Party]. Each party’s obligations under this Section 10.18 shall survive the resignation or replacement of Administrative Agent, the termination of the Commitments or the repayment, satisfaction or discharge of all Obligations (or any portion thereof) under any Loan Document.

Erroneous Payments. (a) Each Lender and other Secured Party hereby agrees that (xi) if any the Administrative Agent notifies such Lender or Secured Party that such the Administrative Agent has determined in its sole discretion that any funds received by such Lender or Secured Party from such the Administrative Agent or any of its Affiliates were erroneously transmitted to, or otherwise erroneously or mistakenly received by, such Lender (whether or not known to such Lender (whether as a payment, prepayment or repayment of principal, interest, fees or otherwise; ), individually and collectively, a an “Erroneous Payment”) were erroneously transmitted to such Lender or Secured Party (whether or not known to such Lender or Secured Party), and demands the return of such Erroneous Payment (or a portion thereof), such Lender or Secured Party shall promptly, but in no event later than one two (2) Business Day Days thereafter, return to such the Administrative Agent the amount of any such Erroneous Payment (or portion thereof) as to which such a demand was made made, in same day fundsfunds (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 Lender or Secured Party to the date such amount is repaid to such the Administrative Agent in same day funds Exhibit A to Third Amendment to Credit Agreement at the greater of the Federal Funds Overnight Bank Funding Rate and a rate determined by such the Administrative Agent in accordance with banking industry rules on interbank compensation from time to time in effect, and (yii) such Lender shall not assert any right or claim to the extent permitted by applicable law, such Lender or Secured Party shall not assertErroneous Payment, and hereby waives, as to such Administrative Agent, waives any claim, counterclaim, defense or right of set-off or recoupment with respect to any demand, claim or counterclaim by such the Administrative Agent for the return of any Erroneous Payments received, including without limitation waiver of any defense based on “discharge for value” or any similar doctrine. A notice of such the Administrative Agent to any Lender or Secured Party under this Section 9.17 clause (a) shall be conclusive, absent manifest error.

Erroneous Payments. (a) Each Lender and Without limitation of any other Secured Party hereby agrees that (x) provision in this Agreement, if at any time the Administrative Agent notifies such a Lender or Secured Party an Issuing Bank that such Administrative Agent it has determined made a payment hereunder in its sole discretion that error to any funds received by such Lender or Secured Party from such Administrative Agent Issuing Bank, whether or not in respect of a Loan, Letter of Credit or any other obligations of its Affiliates the Borrower or any other Loan Party hereunder due and owing by the Borrower or any other Loan Party at such time, where such payment is (whether as a payment, prepayment 1) in excess of the amount so paid by the Borrower or repayment such other Loan Party in respect of principal, interest, fees or otherwise; individually and collectively, a “Payment”) were erroneously transmitted such obligation to such Lender or Secured Party Issuing Bank (whether or not known then owed); or (2) for any reason otherwise erroneously made by the Administrative Agent (such payment referred to such Lender or Secured Party), as an “Erroneous Payment”) and demands the return of such Erroneous Payment (or a portion thereof), then in any such event, each Lender or Secured Party shall promptlyIssuing Bank receiving an Erroneous Payment severally agrees to repay to the Administrative Agent promptly on demand, but in no event later than one two Business Day Days thereafter, return to such Administrative Agent the amount of any such Erroneous Payment (or portion thereof) received by such Lender as to which such a demand was made in same day fundsimmediately available funds in the currency so received, together with interest thereon (except to the extent waived in respect of writing by the Administrative Agent), for each day from and including the date such Erroneous Payment (or portion thereof) was received by such Lender or Secured Party it to but excluding the date of payment to the date such amount is repaid to such Administrative Agent Agent, at the greater of the Federal Funds Effective Rate and a rate determined by such the Administrative Agent in accordance with banking industry rules on interbank compensation from time to time in effect, and (y) to . To the extent permitted by applicable lawLaw, such each Lender or Secured Party shall not assert, and hereby waives, as to such Administrative Agent, each Issuing Bank irrevocably waives any claim, counterclaim, defense or right of set-off or recoupment with respect to any demand, claim or counterclaim by such Administrative Agent for the return of any Payments receivedand all defenses, including without limitation any defense based on “discharge for value” (under which a creditor might otherwise claim a right to retain funds mistakenly paid by a third party in respect of a debt owed by another) or similar defense to its obligation to return any similar doctrineErroneous Payment received. A notice of such The Administrative Agent to any shall inform each Lender or Secured Party under this Section 9.17 shall be conclusiveIssuing Bank promptly upon determining that any payment made to such Lender or Issuing Bank comprised, absent manifest errorin whole or in part, an Erroneous Payment.

Erroneous Payments. (a) Each Lender and other Secured Party Purchaser hereby agrees that (xi) if any Administrative the Collateral Agent notifies such Lender or Secured Party Purchaser that such Administrative the Collateral Agent has determined in its sole discretion that any funds received by such Lender or Secured Party Purchaser from such Administrative the Collateral Agent or any of its Affiliates were erroneously or mistakenly 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, a an “Erroneous Payment”) were erroneously transmitted to such Lender or Secured Party (whether or not known to such Lender or Secured Party), and demands the return of such Erroneous Payment (or a portion thereof), such Lender or Secured Party Purchaser shall promptly, but in no event later than one Business Day [***] thereafter, return to such Administrative the Collateral Agent the amount of any such Erroneous Payment (or portion thereof) as to which such a demand was made made, in same day fundsfunds (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 Lender or Secured Party Purchaser to the date such amount is repaid to such Administrative the Collateral Agent in same day funds at the greater of the Federal Funds Rate and a rate determined by such Administrative the Collateral Agent in accordance with banking industry rules on interbank compensation from time to time in effect, effect and (yii) to the extent permitted by applicable law, such Lender or Secured Party Purchaser shall not assertassert any right or claim to the Erroneous Payment, and hereby waives, as to such Administrative Agent, waives any claim, counterclaim, defense or right of set-off or recoupment with respect to any demand, claim or counterclaim by such Administrative the Collateral 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 such Administrative the Collateral Agent to any Lender or Secured Party Purchaser under this Section 9.17 clause (a) shall be conclusive, absent manifest error.

Erroneous Payments. (a) Each Lender and other Secured Party hereby agrees that (x) if any the Administrative Agent notifies such Lender or Secured Party that such the Administrative Agent has determined in its sole discretion that any funds received by such Lender or Secured Party from such the Administrative Agent or any of its Affiliates (whether as a payment, prepayment or repayment of principal, interest, fees or otherwise; individually and collectively, a “'Payment”') were erroneously transmitted to such Lender or Secured Party (whether or not known to such Lender or Secured PartyLender), and demands the return of such Payment (or a portion thereof), such Lender or Secured Party shall promptly, but in no event later than one Business Day thereafter, return to such the Administrative Agent the amount of any such Payment (or portion thereof) as to which such a demand was made in same day funds, together with interest thereon in respect of each day from and including the date such Payment (or portion thereof) was received by such Lender or Secured Party to the date such amount is repaid to such the Administrative Agent at the greater of the Federal Funds NYFRB Rate and a rate determined by such the Administrative Agent in accordance with banking industry rules on interbank compensation from time to time in effect, and (y) to the extent permitted by applicable law, such Lender or Secured Party shall not assert, and hereby waives, as to such the Administrative Agent, any claim, counterclaim, defense or right of set-off or recoupment with respect to any demand, claim or counterclaim by such the Administrative Agent for the return of any Payments received, including without limitation any defense based on “discharge for value” or any similar doctrine. A notice of such the Administrative Agent to any Lender or Secured Party under this Section 9.17 10.09(a) shall be conclusive, absent manifest error.. (b) Each Lender hereby further agrees that if it receives a 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 (a 'Payment Notice') or (y) that was not preceded or accompanied by a Payment Notice, it shall be on notice, in each such case, that an error has been made with respect to such Payment. Each Lender agrees that, in each such case, or if it otherwise becomes aware a Payment (or portion thereof) may have been sent in error, such Lender shall promptly notify the Administrative Agent of such occurrence and, upon demand from the Administrative Agent, it shall promptly, but in no event later than one Business Day thereafter, return to the Administrative Agent the amount of any such Payment (or portion thereof) as to which such a demand was made in same day funds, together with interest thereon in respect of each day from and including the date such Payment (or portion thereof) was received by such Lender to the date such amount is repaid to the Administrative Agent at the greater of the NYFRB Rate and a rate determined by the Administrative Agent in accordance with banking industry rules on interbank compensation from time to time in effect. (c) The Borrower hereby agrees that (x) in the event an erroneous Payment (or portion thereof) are not recovered from any Lender that has received such Payment (or portion thereof) for any reason, the Administrative Agent shall be subrogated to all the rights of such 139 149194398v7

Erroneous Payments. (a) Each Lender and other Secured Party each Issuing Bank hereby agrees that (x) if any the Administrative Agent notifies such Lender or Secured Party Issuing Bank, as applicable, that such the Administrative Agent has determined in its sole discretion that any funds received by such Lender or Secured Party Issuing Bank, as applicable, from such the Administrative Agent or any of its Affiliates (whether as a payment, prepayment or repayment of principal, interest, fees or otherwise; individually and collectively, a “Payment”) were erroneously transmitted to such Lender or Secured Party Issuing Bank (whether or not known to such Lender or Secured PartyIssuing Bank, as applicable), and demands the return of such Payment (or a portion thereof), such Lender or Secured Party Issuing Bank, as applicable, shall promptly, but in no event later than one Business Day thereafter, return to such the Administrative Agent the amount of any such Payment (or portion thereof) as to which such a demand was made in same day funds, together with interest thereon in respect of each day from and including the date such Payment (or portion thereof) was received by such Lender or Secured Party Issuing Bank, as applicable, to the date such amount is repaid to such the Administrative Agent at the greater of the Federal Funds Effective Rate and a rate determined by such the Administrative Agent in accordance with banking industry rules on interbank compensation from time to time in effect, and (y) to the extent permitted by applicable law, such no Lender or Secured Party Issuing Bank shall not assert, and each Lender and Issuing Bank hereby waives, as to such the Administrative Agent, any claim, counterclaim, defense or right of set-off or recoupment with respect to any demand, claim or counterclaim by such the Administrative Agent for the return of any Payments received, including without limitation any defense based on “discharge for value” or any similar doctrine. A notice of such the Administrative Agent to any Lender or Secured Party any Issuing Bank under this Section 9.17 paragraph shall be conclusive, absent manifest error. 126 Each Lender and each Issuing Bank hereby further agrees that if it receives a 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 (a “Payment Notice”) or (y) that was not preceded or accompanied by a Payment Notice, it shall be on notice, in each such case, that an error has been made with respect to such Payment. Each Lender and each Issuing Bank agrees that, in each such case, or if it otherwise becomes aware a Payment (or portion thereof) may have been sent in error, such Lender or Issuing Bank, as applicable, shall promptly notify the Administrative Agent of such occurrence and, upon demand from the Administrative Agent, it shall promptly, but in no event later than one Business Day thereafter, return to the Administrative Agent the amount of any such Payment (or portion thereof) as to which such a demand was made in same day funds, together with interest thereon in respect of each day from and including the date such Payment (or portion thereof) was received by such Lender or Issuing Bank, as applicable, to the date such amount is repaid to the Administrative Agent at the greater of the Federal Funds Effective Rate and a rate determined by the Administrative Agent in accordance with banking industry rules on interbank compensation from time to time in effect. Holdings and each Subsidiary hereby agrees that (x) in the event an erroneous Payment (or portion thereof) is not recovered from any Lender or any Issuing Bank, as applicable, that has received such Payment (or portion thereof) for any reason, the Administrative Agent shall be subrogated to all the rights of such Lender or such Issuing Bank under this Agreement or any Loan Document, as applicable, with respect to such amount and (y) an erroneous Payment shall not pay, prepay, repay, discharge or otherwise satisfy any obligations owed by the Borrower, Holdings or any Subsidiary under or in connection with this Agreement or other Loan Documents. Each party’s obligations under this Section 9.18 shall survive the resignation or replacement of the Administrative Agent or any transfer of rights or obligations by, or the replacement of, a Lender or an Issuing Bank, the termination of the Commitments or the repayment, satisfaction or discharge of all obligations owed by the Borrower, Holdings or any Subsidiary under or in connection with this Agreement or other Loan Documents.

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

Erroneous Payments. (a) Each Lender and other Secured Party hereby agrees that (x) if any the Administrative Agent notifies such Lender or Secured Party that such the Administrative Agent has determined in its sole discretion that any funds received by such Lender or Secured Party from such the Administrative Agent or any of its Affiliates (whether as a payment, prepayment or repayment of principal, interest, fees or otherwise; individually and collectively, a “Payment”) were erroneously transmitted to such Lender or Secured Party (whether or not known to such Lender or Secured PartyLender), and demands the return of such Payment (or a portion thereof), such Lender or Secured Party shall promptly, but in no event later than one Business Day thereafter, return to such the Administrative Agent the amount of any such Payment (or portion thereof) as to which such a demand was made in same day funds, together with interest thereon in respect of each day from and including the date such Payment (or portion thereof) was received by such Lender or Secured Party to the date such amount is repaid to such the Administrative Agent at the greater of the Federal Funds NYFRB Rate and a rate determined by such the Administrative Agent in accordance with banking industry rules on interbank compensation from time to time in effect, and (y) to the extent permitted by applicable law, such Lender or Secured Party shall not assert, and hereby waives, as to such the Administrative Agent, any claim, counterclaim, defense or right of set-off or recoupment with respect to any demand, claim or counterclaim by such the Administrative Agent for the return of any Payments received, including without limitation any defense based on “discharge for value” or any similar doctrine. A notice of such the Administrative Agent to any Lender or Secured Party under this Section 9.17 11.15(a) shall be conclusive, absent manifest error. (b) Each Lender hereby further agrees that if it receives a 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 (a “Payment Notice”) or (y) that was not preceded or accompanied by a Payment Notice, it shall be on notice, in each such case, that an error has been made with respect to such Payment. Each Lender agrees that, in each such case, or if it otherwise becomes aware a Payment (or portion thereof) may have been sent in error, such Lender shall promptly notify the Administrative Agent of such occurrence and, upon demand from the Administrative Agent, it shall promptly, but in no event later than one Business Day thereafter, return to the Administrative Agent the amount of any such Payment (or portion thereof) as to which such a demand was made in same day funds, together with interest thereon in respect of each day from and including the date such Payment (or portion thereof) was received by such Lender to the date such amount is repaid to the Administrative Agent at the greater of the NYFRB Rate and a rate determined by the Administrative Agent in accordance with banking industry rules on interbank compensation from time to time in effect.

Erroneous Payments. (a) (a) Each Lender (which term shall for the purposes of this and other Secured Party the succeeding paragraphs of this Section 7.03 include the Issuing Banks) hereby agrees that (x) if any the Administrative Agent notifies such Lender or Secured Party that such the Administrative Agent has determined in its sole discretion that any funds received by such Lender or Secured Party from such the Administrative Agent or any of its Affiliates (whether as a payment, prepayment or repayment of principal, interest, fees or otherwise; individually and collectively, a “Payment”) were erroneously transmitted to such Lender or Secured Party (whether or not known to such Lender or Secured PartyLender), and demands the return of such Payment (or a portion thereof), such Lender or Secured Party shall promptly, but in no event later than one Business Day thereafter, return to such the Administrative Agent the amount of any such Payment (or portion thereof) as to which such a demand was made in same day funds, together with interest thereon in respect of each day from and including the date such Payment (or portion thereof) was received by such Lender or Secured Party to the date such amount is repaid to such the Administrative Agent at the greater of the Federal Funds NYFRB Rate and a rate determined by such the Administrative Agent in accordance with banking industry rules on interbank compensation from time to time in effect, and (y) to the extent permitted by applicable law, such Lender or Secured Party shall not assert, and hereby waives, as to such the Administrative Agent, any claim, counterclaim, defense or right of set-off or recoupment with respect to any demand, claim or counterclaim by such the Administrative Agent for the return of any Payments received, including without limitation any defense based on “discharge for value” or any similar doctrine. A notice of such the Administrative Agent to any Lender or Secured Party under this Section 9.17 7.03 shall be conclusive, absent manifest error.

Erroneous Payments. (a) Each Lender and other Secured Party hereby agrees that (xi) if any Administrative Agent notifies such Lender or Secured Party that such Administrative Agent has determined in its sole discretion that any funds received by such Lender or Secured Party from such Administrative Agent or any of its Affiliates were erroneously transmitted to, or otherwise erroneously or mistakenly received by, such Lender (whether or not known to such Lender) (whether as a payment, prepayment or repayment of principal, interest, fees or otherwise; individually and collectively, a “Erroneous Payment”) were erroneously transmitted to such Lender or Secured Party (whether or not known to such Lender or Secured Party), and demands the return of such Erroneous Payment (or a portion thereof), such Lender or Secured Party shall promptly, but in no event later than one Business Day thereafter, return to such Administrative Agent the amount of any such Erroneous Payment (or portion thereof) as to which such a demand was made made, in same day fundsfunds (in the currency so received), together with interest thereon in respect of each day from and including the date such Erroneous Payment 147 (or portion thereof) was received by such Lender or Secured Party to the date such amount is repaid to such Administrative Agent in same day funds at the greater of the Federal Funds Rate and a rate determined by such Administrative Agent in accordance with banking industry rules on interbank compensation from time to time in effect, effect and (yii) to the extent permitted by applicable law, such Lender or Secured Party shall not assertassert any right or claim to the Erroneous Payment, and hereby waives, as to such Administrative Agent, any claim, counterclaim, defense or right of set-off setoff or recoupment with respect to any demand, claim or counterclaim by such 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 such Administrative any Agent to any Lender or Secured Party under this Section 9.17 clause (a) shall be conclusive, absent manifest error.

Erroneous Payments. (a) Each Lender and other Secured Party Issuing Bank hereby agrees that (xi) if any the Administrative Agent notifies such Lender or Secured Party Issuing Bank that such the Administrative Agent has determined in its sole discretion that any funds received by such Lender or Secured Party Issuing Bank from such the Administrative Agent or any of its Affiliates were erroneously transmitted to, or otherwise erroneously or mistakenly received by, such Lender or Issuing Bank (whether or not known to such Lender or Issuing Bank) (whether as a payment, prepayment or repayment of principal, interest, fees or otherwise; individually and collectively, a an “Erroneous Payment”) were erroneously transmitted to such Lender or Secured Party (whether or not known to such Lender or Secured Party), and demands the return of such Erroneous Payment (or a portion thereof), such Lender or Secured Party Issuing Bank shall promptly, but in no event later than one Business Day thereafter, return to such the 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, together with interest thereon in respect of each day from and including the date such Erroneous Payment (or portion thereof) was received by such Lender or Secured Party Issuing Bank to the date such amount is repaid to such the Administrative Agent at the greater of the Federal Fed Funds Rate and a rate determined by such the Administrative Agent in accordance with banking industry rules on interbank compensation from time to time in effect, effect and (yii) to the extent permitted by applicable law, such Lender or Secured Party Issuing Bank shall not assert, and hereby waives, as to such Administrative Agent, any claim, counterclaim, defense or right of set-off or recoupment with respect to any demand, claim or counterclaim by such the Administrative Agent for the return of any Erroneous Payments received, including without limitation any defense based on “discharge for value” or any similar doctrine. A notice of such the Administrative Agent to any Lender or Secured Party Issuing Bank under this Section 9.17 clause (a) shall be conclusive, absent manifest error.. (b) Without limiting immediately preceding clause (a), if any Lender or Issuing Bank 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) that (x) 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) 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) such Lender or Issuing Bank otherwise becomes aware was transmitted, or received, in error (in whole or in part): (i) (A) in the case of immediately preceding clause (x) or (y), an error shall be presumed to have been made (and that it is deemed to have knowledge of such error at the time of receipt of such Erroneous Payment) or (B) in the case of immediately preceding clause (z), an error has been made, in each case, with respect to such payment, prepayment or repayment; and (ii) such Lender or Issuing Bank shall 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 8.10(b). (c) The parties hereto agree that (x) in the event an Erroneous Payment (or portion thereof) is not recovered from any Lender or Issuing Bank that has received such Erroneous Payment (or portion thereof) for any reason, the Administrative Agent shall be subrogated to all the rights of such Lender or

Erroneous Payments. (a) Each Lender and other Secured Party each Issuing Lender hereby agrees that (xi) if any the Administrative Agent notifies such Lender or Secured Party Issuing Lender that such the Administrative Agent has determined in its sole discretion that any funds received by such Lender or Secured Party Issuing Lender from such the Administrative Agent or any of its Affiliates were erroneously or mistakenly transmitted to, or otherwise erroneously or mistakenly received by, such Lender or Issuing Lender (whether or not known to such Lender or Issuing Lender) (whether as a payment, prepayment or repayment of principal, interest, fees or otherwise; individually and collectively, a an “Erroneous Payment”) were erroneously transmitted to such Lender or Secured Party (whether or not known to such Lender or Secured Party), and demands the return of such Erroneous Payment (or a portion thereof), such Lender or Secured Party Issuing Lender shall promptly, but in no event later than one two Business Day Days thereafter, return to such the Administrative Agent the amount of any such Erroneous Payment (or portion thereof) as to which such a demand was made made, in same day fundsfunds (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 Lender or Secured Party Issuing Lender to the date such amount is repaid to such the Administrative Agent in same day funds at the greater of the Federal Funds Rate and a rate determined by such the Administrative Agent in accordance with banking industry rules on interbank compensation from time to time in effect, effect and (yii) to the extent permitted by applicable law, such Lender or Secured Party Issuing Lender shall not assertassert any right or claim to the Erroneous Payment, and hereby waives, as to such Administrative Agent, waives any claim, counterclaim, defense or right of set-off or recoupment with respect to any demand, claim or counterclaim by such the Administrative Agent for the return of any Erroneous Payments received, including including, without limitation limitation, waiver of any defense based on “discharge for value” or any similar theory or doctrine. A notice of such the Administrative Agent to any Lender or Secured Party any Issuing Lender under this Section 9.17 clause (a) shall be conclusive, absent manifest error.

Erroneous Payments. (a) Each Lender and other Secured Party each Letter of Credit Issuer hereby agrees that (xi) if any the Administrative Agent notifies such Lender or Secured Party Letter of Credit Issuer that such the Administrative Agent has determined in its sole discretion that any funds received by such Lender or Secured Party Letter of Credit Issuer from such the Administrative Agent or any of its Affiliates were erroneously transmitted to, or otherwise erroneously or mistakenly received by, such Lender or Letter of Credit Issuer (whether or not known to such Lender or Letter of Credit Issuer) (whether as a payment, prepayment or repayment of principal, interest, fees or otherwise; individually and collectively, a “Erroneous Payment”) were erroneously transmitted to such Lender or Secured Party (whether or not known to such Lender or Secured Party), and demands the return of such Erroneous Payment (or a portion thereof), such Lender or Secured Party Letter of Credit Issuer shall promptly, but in no event later than one Business Day thereafter, return to such the Administrative Agent the amount of any such Erroneous Payment (or portion thereof) as to which such a demand was made made, in same day fundsfunds (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 Lender or Secured Party Letter of Credit Issuer to the date such amount is repaid to such the Administrative Agent in same day funds at the greater of the Federal Funds Effective Rate and a rate determined by such the Administrative Agent in accordance with banking industry rules on interbank compensation from time to time in effect, effect and (yii) to the extent permitted by applicable law, such Lender or Secured Party Letter of Credit Issuer shall not assertassert any right or claim to the Erroneous Payment, and hereby waives, as to such Administrative Agent, any claim, counterclaim, defense or right of set-off or recoupment with respect to any demand, claim or counterclaim by such the Administrative Agent for the return of any Erroneous Payments received, including without limitation waiver of any defense based on “discharge for value” or any similar doctrine. A notice of such the Administrative Agent to any Lender or Secured Party any Letter of Credit Issuer under this Section 9.17 clause (a) shall be conclusive, absent manifest error.

Erroneous Payments. (a) Each Lender and If the Administrator notifies an Issuer or a Indemnified Party, or any Person who has received funds on behalf of an Issuer or Indemnified Party (any such Issuer, Indemnified Party or other Secured Party hereby agrees recipient, a “Payment Recipient”) that (x) if any Administrative Agent notifies such Lender or Secured Party that such Administrative Agent the Administrator 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 Lender or Secured Party Payment Recipient from such Administrative Agent the Administrator or any of its Affiliates were erroneously or mistakenly transmitted to, or otherwise erroneously or mistakenly received by, such Payment Recipient (whether or not known to such Issuer, Indemnified 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, a an “Erroneous Payment”) were erroneously transmitted to such Lender or Secured Party (whether or not known to such Lender or Secured Party), and demands the return of such Erroneous Payment (or a portion thereof), such Lender Erroneous Payment shall at all times remain the property of the Administrator and shall be segregated by the Payment Recipient and held in trust for the benefit of the Administrator, and such Issuer or Secured Indemnified 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 such Administrative Agent the Administrator the amount of any such Erroneous Payment (or portion thereof) as to which such a demand was made made, in same day fundsfunds (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 Lender or Secured Party Payment Recipient to the date such amount is repaid to such Administrative Agent the Administrator in same day funds at the greater of the Federal Funds Overnight Bank Funding Rate and a rate determined by such Administrative Agent the Administrator in accordance with banking industry rules on interbank compensation from time to time in effect, and (y) to the extent permitted by applicable law, such Lender or Secured Party shall not assert, and hereby waives, as to such Administrative Agent, any claim, counterclaim, defense or right of set-off or recoupment with respect to any demand, claim or counterclaim by such Administrative Agent for the return of any Payments received, including without limitation any defense based on “discharge for value” or any similar doctrine. A notice of such Administrative Agent the Administrator to any Lender or Secured Party Payment Recipient under this Section 9.17 clause (a) shall be conclusive, absent manifest error.

Erroneous Payments. (a) Each Lender and other Secured Party each Issuing Bank hereby agrees that (x) if any the Administrative Agent notifies such Lender or Secured Party Issuing Bank, as applicable, that such the Administrative Agent has determined in its sole discretion that any funds received by such Lender or Secured Party Issuing Bank, as applicable, from such the Administrative Agent or any of its Affiliates (whether as a payment, prepayment or repayment of principal, interest, fees or otherwise; individually and collectively, a “Payment”) were erroneously transmitted to such Lender or Secured Party Issuing Bank (whether or not known to such Lender or Secured PartyIssuing Bank, as applicable), and demands the return of such Payment (or a portion thereof), such Lender or Secured Party Issuing Bank, as applicable, shall promptly, but in no event later than one Business Day thereafter, return to such the Administrative Agent the amount of any such Payment (or portion thereof) as to which such a demand was made in same day funds, together with interest thereon in respect of each day from and including the date such Payment (or portion thereof) was received by such Lender or Secured Party Issuing Bank, as applicable, to the date such amount is repaid to such the Administrative Agent at the greater of the Federal Funds Effective Rate and a rate determined by such the Administrative Agent in accordance with banking industry rules on interbank compensation from time to time in effect, and (y) to the extent permitted by applicable law, such no Lender or Secured Party Issuing Bank shall not assert, and each Lender and Issuing Bank hereby waives, as to such the Administrative Agent, any claim, counterclaim, defense or right of set-off or recoupment with respect to any demand, claim or counterclaim by such the Administrative Agent for the return of any Payments received, including without limitation any defense based on “discharge for value” or any similar doctrine. A notice of such the Administrative Agent to any Lender or Secured Party any Issuing Bank under this Section 9.17 paragraph shall be conclusive, absent manifest error. Each Lender and each Issuing Bank hereby further agrees that if it receives a 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 (a “Payment Notice”) or (y) that was not preceded or accompanied by a Payment Notice, it shall be on notice, in each such case, that an error has been made with respect to such Payment. Each Lender and each Issuing Bank agrees that, in each such case, or if it otherwise becomes aware a Payment (or portion thereof) may have been sent in error, such Lender or Issuing Bank, as applicable, shall promptly notify the Administrative Agent of such occurrence and, upon demand from the Administrative Agent, it shall promptly, but in no event later than one Business Day thereafter, return to the Administrative Agent the amount of any such Payment (or portion thereof) as to which such a demand was made in same day funds, together with interest thereon in respect of each day from and including the date such Payment (or portion thereof) was received by such Lender or Issuing Bank, as applicable, to the date such amount is repaid to the Administrative Agent at the greater of the Federal Funds Effective Rate and a rate determined by the Administrative Agent in accordance with banking industry rules on interbank compensation from time to time in effect. 130 Holdings and each Subsidiary hereby agrees that (x) in the event an erroneous Payment (or portion thereof) is not recovered from any Lender or any Issuing Bank, as applicable, that has received such Payment (or portion thereof) for any reason, the Administrative Agent shall be subrogated to all the rights of such Lender or such Issuing Bank under this Agreement or any Loan Document, as applicable, with respect to such amount and (y) an erroneous Payment shall not pay, prepay, repay, discharge or otherwise satisfy any obligations owed by the Borrower, Holdings or any Subsidiary under or in connection with this Agreement or other Loan Documents. Each party’s obligations under this Section 9.20 shall survive the resignation or replacement of the Administrative Agent or any transfer of rights or obligations by, or the replacement of, a Lender or an Issuing Bank, the termination of the Commitments or the repayment, satisfaction or discharge of all obligations owed by the Borrower, Holdings or any Subsidiary under or in connection with this Agreement or other Loan Documents.

Erroneous Payments. (a) Each Lender and other Secured Party hereby agrees that (xi) if any the Administrative Agent notifies such Lender or Secured Party that such the Administrative Agent has determined in its sole discretion that any funds received by such Lender or Secured Party from such the Administrative Agent or any of its Affiliates were erroneously or mistakenly transmitted to, or otherwise erroneously or mistakenly received by, such Lender (whether or not known to such Lender) (whether as a payment, prepayment or repayment of principal, interest, fees or otherwise; individually and collectively, a an “Erroneous Payment”) were erroneously transmitted to such Lender or Secured Party (whether or not known to such Lender or Secured Party), and demands the return of such Erroneous Payment (or a portion thereof), ) such Lender or Secured Party shall promptly, but in no event later than one Business Day thereafter, return to such the Administrative Agent the amount of any such Erroneous Payment (or portion thereof) as to which such a demand was made made, in same day fundsfunds (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 Lender or Secured Party to the date such amount is repaid to such the Administrative Agent in same day funds at the greater of the Federal Funds Effective Rate and a rate determined by such the Administrative Agent in accordance with banking industry rules on interbank compensation from time to time in effect, and (yii) to the extent permitted by applicable law, such Lender or Secured Party shall not assertassert any right or claim to the Erroneous Payment, and hereby waives, as to such Administrative Agent, waives any claim, counterclaim, defense or right of set-off or recoupment with respect to any demand, claim or counterclaim by such the Administrative Agent for the return of any Erroneous Payments received, including without limitation waiver of any defense based on “discharge for value” or any similar theory or doctrine. A notice of such the Administrative Agent to any Lender or Secured Party under this Section 9.17 clause (a) shall be conclusive, absent manifest error.

Erroneous Payments. (a) Each Lender and other Secured Party Purchaser hereby agrees that (xi) if any Administrative the Collateral Agent notifies in writing such Lender or Secured Party Purchaser that such Administrative the Collateral Agent has determined in its sole discretion that any funds received by such Lender or Secured Party Purchaser from such Administrative the Collateral Agent or any of its Affiliates (whether as a payment, prepayment or repayment of principal, interest, fees or otherwise; individually and collectively, a “Payment”) were erroneously transmitted to to, or otherwise erroneously or mistakenly received by, such Lender or Secured Party Purchaser (whether or not known to such Lender or Secured Party)Purchaser) (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 Collateral Agent may not make any such demand under this clause (i) with respect to an Erroneous Payment unless such demand is made within two Business Days of the date of receipt of such Erroneous Payment by the applicable Purchaser), such Lender or Secured Party Purchaser shall promptly, but in no event later than one two Business Day thereafterDays after receipt of such written demand, return to such Administrative the Collateral Agent the amount of any such Erroneous Payment (or portion thereof) as to which such a written demand was made made, in same day fundsfunds (in the currency so received), together with with, if identified in such written demand, interest thereon in respect of each day from and including the date such Erroneous Payment (or portion thereof) was received by such Lender or Secured Party Purchaser to the date such amount is repaid to such Administrative the Collateral Agent in same day funds at the greater of the Federal Funds Rate and a rate determined by such Administrative the Collateral Agent in accordance with banking industry rules on interbank compensation from time to time in effect, and (yii) to the extent permitted by applicable lawApplicable Law, such Lender or Secured Party Purchaser shall not assertassert any right or claim to the Erroneous Payment, and such Purchaser hereby waives, as to such Administrative Agent, waives any claim, counterclaim, defense or right of set-off or recoupment with respect to any demand, claim or counterclaim by such Administrative the 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 written notice of such Administrative the Collateral Agent to any Lender or Secured Party Purchaser under this Section 9.17 9.12(a) shall be conclusive, absent manifest error.

Erroneous Payments. (a) Each Lender and other Secured Party Issuing Bank hereby agrees that (x) if any the Administrative Agent notifies such Lender or Secured Party Issuing Bank that such the Administrative Agent has determined in its sole discretion that any funds received by such Lender or Secured Party Issuing Bank from such the Administrative Agent or any of its Affiliates (whether as a payment, prepayment or repayment of principal, interest, fees or otherwise; individually and collectively, a “Payment”) were erroneously transmitted to such Lender or Secured Party Issuing Bank (whether or not known to such Lender or Secured PartyIssuing Bank), and demands the return of such Payment (or a portion thereof), such Lender or Secured Party Issuing Bank shall promptly, but in no event later than one Business Day thereafterthereafter (or such later date as the Administrative Agent may, in its sole discretion, specify in writing), return to such the Administrative Agent the amount of any such Payment (or portion thereof) as to which such a demand was made in same day funds, 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 Payment (or portion thereof) was received by such Lender or Secured Party Issuing Bank to the date such amount is repaid to such the Administrative Agent at the greater of the Federal Funds NYFRB Rate and a rate determined by such the Administrative Agent in accordance with banking industry rules on interbank compensation from time to time in effect, and (y) to the extent permitted by applicable law, such Lender or Secured Party Issuing Bank shall not assert, and hereby waives, as to such the Administrative Agent, any claim, counterclaim, defense or right of set-off or recoupment with respect to any demand, claim or counterclaim by such the Administrative Agent for the return of any Payments received, including without limitation any defense based on “discharge for value” or any similar doctrine. A notice of such the Administrative Agent to any Lender or Secured Party under this Section 9.17 Issuing Bank pursuant to the foregoing shall be conclusive, absent manifest error.

Erroneous Payments. (a1) Each Lender and other Secured Party hereby agrees that (xi) if any Administrative the Agent notifies such Lender or Secured Party that such Administrative the Agent has determined (in its sole discretion discretion) that any funds received by such Lender or Secured Party any of its Affiliates (each a “Recipient”) from such Administrative the Agent or any of its Affiliates were erroneously or mistakenly transmitted or paid to, or otherwise erroneously or mistakenly received by, such Recipient (whether or not known to such Recipient) (whether as a payment, prepayment or repayment of principal, interest, fees or otherwise; individually and collectively, a an “Erroneous Payment”) were erroneously transmitted to such Lender or Secured Party (whether or not known to such Lender or Secured Party), and demands the return of such Erroneous Payment (or a portion thereof), such Lender shall or Secured Party shall cause its applicable Affiliate to promptly, but in no event later than one Business Day thereafter, return or cause its Affiliate to such Administrative return (as the case may be) to the Agent the amount of any such Erroneous Payment (or portion thereof) as to which such a demand was made made, in same day fundsfunds (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 Lender or Secured Party Recipient to the date such amount is repaid to such Administrative the Agent in same day funds at the greater of (x) a fluctuating rate per annum equal to the Federal Funds Rate overnight rate at which Canadian Dollars 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 such Administrative the Agent in accordance with banking industry rules on or prevailing market practice for interbank compensation from time to time in effect, effect and (yii) to the extent permitted by applicable lawApplicable Law, such Lender or Secured Party and the applicable Recipient and each Affiliate thereof shall not assert, assert any right or claim to the Erroneous Payment and hereby waives, as to such Administrative Agent, waives any claim, counterclaim, defense or right of set-off or recoupment with respect to any demand, claim or counterclaim by such Administrative the Agent for the return of any Erroneous Payments received, including without limitation waiver of any defense based on “discharge for value,” that the intent of the Agent was that such Recipient retain the Erroneous Payment in all events, “good consideration” for the - 98 - Erroneous Payment, change of position by such Recipient thereof or any doctrine or defence similar doctrineto any of the foregoing. A notice of such Administrative the Agent to any Lender or Secured Party under this Section 9.17 13.18 shall be conclusive, absent manifest error.

Erroneous Payments. (a) Each Lender and other Secured Party the Issuing Bank hereby agrees that (xi) if any the Administrative Agent notifies such Lender or Secured Party Issuing Bank that such the Administrative Agent has determined in its sole discretion that any funds received by such Lender or Secured Party Issuing Bank from such the Administrative Agent or any of its Affiliates were erroneously transmitted to, or otherwise erroneously or mistakenly received by, such Lender or Issuing Bank (whether or not known to such Lender or Issuing Bank) (whether as a payment, prepayment or repayment of principal, interest, fees or otherwise; individually and collectively, a “Erroneous Payment”) were erroneously transmitted to such Lender or Secured Party (whether or not known to such Lender or Secured Party), and demands the return of such Erroneous Payment (or a portion thereof), such Lender or Secured Party Issuing Bank shall promptly, but in no event later than one Business Day thereafter, return to such the Administrative Agent the amount of any such Erroneous Payment (or portion thereof) as to which such a demand was made made, in same day fundsfunds (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 Lender or Secured Party Issuing Bank to the date such amount is repaid to such the Administrative Agent in same day funds at the greater of the Federal Funds Rate and a rate determined by such the Administrative Agent in accordance with banking industry rules on interbank compensation from time to time in effect, effect and (yii) to the extent permitted by applicable law, such Lender or Secured Party Issuing Bank shall not assertassert any right or claim to the Erroneous Payment, and hereby waives, as to such Administrative Agent, any claim, counterclaim, defense or right of set-off or recoupment with respect to any demand, claim or counterclaim by such the Administrative Agent for the return of any Erroneous Payments received, including without limitation waiver of any defense based on “discharge for value” or any similar doctrine. A notice of such the Administrative Agent to any Lender or Secured Party any Issuing Bank under this Section 9.17 clause (a) shall be conclusive, absent manifest error.

Erroneous Payments. (a) Each Lender and other Secured Party hereby agrees that (x) if any the Administrative Agent notifies such Lender or Secured Party that such the Administrative Agent has determined in its sole discretion that any funds received by such Lender or Secured Party from such the Administrative Agent or any of its Affiliates (whether as a payment, prepayment or repayment of principal, interest, fees or otherwise; individually and collectively, a “Payment”) were erroneously transmitted to such Lender or Secured Party (whether or not known to such Lender or Secured PartyLender), and demands the return of such Payment (or a portion thereof), such Lender or Secured Party shall promptly, but in no event later than one (1) Business Day thereafter, return to such the Administrative Agent the amount of any such Payment (or portion thereof) as to which such a demand was made in same day funds, together with interest thereon in respect of each day from and including the date such Payment (or portion thereof) was received by such Lender or Secured Party to the date such amount is repaid to such the Administrative Agent at the greater of the Federal Funds NYFRB Rate and a rate determined by such the Administrative Agent in accordance with banking industry rules on interbank compensation from time to time in effect, and (y) to the extent permitted by applicable law, such Lender or Secured Party shall not assert, and hereby waives, as to such the Administrative Agent, any claim, counterclaim, defense or right of set-off or recoupment with respect to any demand, claim or counterclaim by such the Administrative Agent for the return of any Payments received, including without limitation any defense based on “discharge for value” or any similar doctrine. A notice of such the Administrative Agent to any Lender or Secured Party under this Section 9.17 9.9 shall be conclusive, absent manifest error. Each Lender hereby further agrees that if it receives a 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 (a “Payment Notice”) or (y) that was not preceded or accompanied by a Payment Notice, it shall be on notice, in each such case, that an error has been made with respect to such Payment. Each Lender agrees that, in each such case, or if it otherwise becomes aware a Payment (or portion thereof) may have been sent in error, such Lender shall promptly notify the Administrative Agent of such occurrence and, upon demand from the Administrative Agent, it shall promptly, but in no event later than one (1) Business Day thereafter, return to the Administrative Agent the amount of any such Payment (or portion thereof) as to which such a demand was made in same day funds, together with interest thereon in respect of each day from and including the date such Payment (or portion thereof) was received by such Lender to the date such amount is repaid to the Administrative Agent at the greater of the NYFRB Rate and a rate determined by the Administrative Agent in accordance with banking industry rules on interbank compensation from time to time in effect. The Borrower and each other Credit Party hereby agrees that (x) in the event an erroneous Payment (or portion thereof) are not recovered from any Lender that has received such Payment (or portion thereof) for any reason, the Administrative Agent shall be subrogated to all the rights of such Lender with respect to such amount and (y) an erroneous Payment shall not pay, prepay, repay, discharge or otherwise satisfy any Obligations owed by the Borrower or any other Credit Party, except 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 the Administrative Agent from the Borrower or any other Credit Party for the purpose of satisfying an Obligation. Each party’s obligations under this Section 9.9 shall survive the resignation or replacement of the Administrative Agent or any transfer of rights or obligations by, or the replacement of, a Lender, the termination of the Commitments or the repayment, satisfaction or discharge of all Obligations under any Loan Document.

Erroneous Payments. (a) Each Lender and other Secured Party Issuing Lender hereby agrees that (x) if any the Administrative Agent notifies such Lender or Secured Party Issuing Lender that such the Administrative Agent has determined in its sole discretion that any funds received by such Lender or Secured Party Issuing Lender from such the Administrative Agent or any of its Affiliates (whether as a payment, prepayment or repayment of principal, interest, fees or otherwise; individually and collectively, a “Payment”) were erroneously transmitted to such Lender or Secured Party Issuing Lender (whether or not known to such Lender or Secured PartyIssuing Lender), and demands the return of such Payment (or a portion thereof), such Lender or Secured Party Issuing Lender, as applicable, shall 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 such the Administrative Agent the amount of any such Payment (or portion thereof) as to which such a demand was made in same day funds, 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 Payment (or portion thereof) was received by such Lender or Secured Party Issuing Lender, as applicable, to the date such amount is repaid to such the Administrative Agent at the greater of the Federal Funds NYFRB Rate and a rate determined by such the Administrative Agent in accordance with banking industry rules on interbank compensation from time to time in effect, and (y) to the extent permitted by applicable law, such Lender or Secured Party such Issuing Lender, as applicable, shall not assert, and hereby waives, as to such the Administrative Agent, any claim, counterclaim, defense or right of set-off or recoupment with respect to any demand, claim or counterclaim by such the Administrative Agent for the return of any Payments received, including without limitation any defense based on “discharge for value” or any similar doctrine. A notice of such the Administrative Agent to any Lender or Secured Party Issuing Lender under this Section 9.17 9.12 shall be conclusive, absent manifest error.(b) (c) (d) (b) Each Lender and Issuing Lender hereby further agrees that if it receives a 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 (a “Payment Notice”) or (y) that was not preceded or accompanied by a Payment Notice, it shall be on notice, in each such case, that an error has been made with respect to such Payment. Each Lender and Issuing Lender agrees that, in each such case, or if it otherwise becomes aware a Payment (or portion thereof) may have been sent in error, such Lender or such Issuing Lender, as applicable, 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 (or such later date as the Administrative Agent may, in its sole discretion, specify in writing), return to the Administrative Agent the amount of any such Payment (or portion thereof) as to which such a demand was made in same day funds, 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 Payment (or portion thereof) was received by such Lender to the date such amount is repaid to the Administrative Agent at the greater of the NYFRB Rate and a rate determined by the Administrative Agent in accordance with banking industry rules on interbank compensation from time to time in effect.(e) (f) (g) (c) The Borrower and each other Loan Party hereby agrees that (x) in the event an erroneous Payment (or portion thereof) are not recovered from any Lender or Issuing Lender, as applicable, that has received such Payment (or portion thereof) for any reason, the Administrative Agent shall be subrogated to all the rights of such Lender or Issuing Lender, as applicable, with respect to such amount and (y) an erroneous Payment shall not pay, prepay, repay, discharge or otherwise satisfy any Obligations owed by the Borrower or any other Loan Party, 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 the Administrative Agent from any Loan Party for the purpose of making such erroneous Payment.(h) (d) Each party’s obligations under this Section 9.12 shall survive the resignation or replacement of the Administrative Agent or any transfer of rights or obligations by, or the replacement of, a Lender or Issuing Lender, the termination of the Commitments or the repayment, satisfaction or discharge of all Obligations under any Loan Document.

Erroneous Payments. (a) Each Lender and other Secured Party hereby agrees that (xi) if any Administrative Agent notifies such Lender or Secured Party that such Administrative Agent has determined in its sole discretion that any funds received by such Lender or Secured Party from such Administrative Agent or any of its Affiliates were erroneously transmitted to, or otherwise erroneously or mistakenly received by, such Lender or Issuing Bank (whether or not known to such Lender or Issuing Bank) (whether as a payment, prepayment or repayment of principal, interest, fees or otherwise; individually and collectively, a “Erroneous Payment”) were erroneously transmitted to such Lender or Secured Party (whether or not known to such Lender or Secured Party), and demands the return of such Erroneous Payment (or a portion thereof), thereof),29 such Lender or Secured Party shall promptly, but in no event later than one Business Day thereafter, return to such Administrative Agent the amount of any such Erroneous Payment (or portion thereof) as to which such a demand was made made, in same day fundsfunds (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 Lender or Secured Party to the date such amount is repaid to such Administrative Agent in same day funds at the greater of the Federal Funds Rate and a rate determined by such Administrative Agent in accordance with banking industry rules on interbank compensation from time to time in effect, effect and (yii) to the extent permitted by applicable law, such Lender or Secured Party shall not assertassert any right or claim to the Erroneous Payment, and hereby waives, as to such Administrative Agent, any claim, counterclaim, defense or right of set-off or recoupment with respect to any demand, claim or counterclaim by such 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 such Administrative Agent to any Lender or Secured Party under this Section 9.17 clause (a) shall be conclusive, absent manifest error. Without limiting immediately preceding clause (a), each Lender hereby further agrees that if it receives an Erroneous Payment from 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 Administrative Agent (or any of its Affiliates) with respect to such Erroneous Payment (an “Erroneous Payment Notice”), (y) that was not preceded or accompanied by an Erroneous Payment Notice, or (z) that such Lender otherwise becomes aware was transmitted, or received, in error or by mistake (in whole or in part), in each case, an error has been made (and that it is deemed to have knowledge of such error at the time of receipt of such Erroneous Payment) with respect to such Erroneous Payment, and to the extent permitted by applicable law, such 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 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. Each Lender and each Issuing Bank agrees that, in each such case, it shall promptly (and, in all events, within one Business Day of its knowledge (or deemed knowledge) of such error) notify Administrative Agent of such occurrence and, upon demand from Administrative Agent, it shall promptly, but in all events no later than one Business Day thereafter, return to 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 Lender to the date such amount is repaid to Administrative Agent in same day funds at the greater of the Federal Funds Rate and a rate determined by Administrative Agent in accordance with banking industry rules on interbank compensation from time to time in effect. Borrower [and each other Loan Party]30 hereby agrees that (x) in the event an Erroneous Payment (or portion thereof) is not recovered from any Lender that has received such Erroneous Payment (or portion thereof) for any reason, Administrative Agent shall be subrogated to all the rights of such Lender with respect to such amount and (y) an Erroneous Payment shall not pay, prepay, repay, discharge or otherwise satisfy any Obligations owed by Borrower [or any other Loan Party]. Each party’s obligations under this Section 10.18 shall survive the resignation or replacement of Administrative Agent, the termination of the Commitments or the repayment, satisfaction or discharge of all Obligations (or any portion thereof) under any Loan Document.

Erroneous Payments. (a) Each The Lender and other Secured Party hereby agrees that (xi) if any Administrative the Collateral Agent notifies in writing such Lender or Secured Party that such Administrative the Collateral Agent has determined in its sole discretion that any funds received by such Lender or Secured Party from such Administrative the Collateral Agent or any of its Affiliates were erroneously transmitted to, or otherwise erroneously or mistakenly received by, such Lender (whether or not known to such Lender) (whether as a payment, prepayment or repayment of principal, interest, fees or otherwise; individually and collectively, a an “Erroneous Payment”) were erroneously transmitted to such Lender or Secured Party (whether or not known to such Lender or Secured Party), 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 Collateral Agent may not make any such demand under this clause (a)(i) with respect to an Erroneous Payment unless such demand is made within two Business Days of the date of receipt of such Erroneous Payment by the Lender), such Lender or Secured Party shall promptly, but in no event later than one two Business Day thereafterDays after receipt of such written demand, return to such Administrative the Collateral Agent the amount of any such Erroneous Payment (or portion thereof) as to which such a written demand was made made, in same day fundsfunds (in the currency so received), together with with, if identified in such written demand, interest thereon in respect of each day from and including the date such Erroneous Payment (or portion thereof) was received by such Lender or Secured Party to the date such amount is repaid to such Administrative the Collateral Agent in same day funds at the greater of the Federal Funds Rate and a rate determined by such Administrative the Collateral Agent in accordance with banking industry rules on interbank compensation from time to time in effect, effect and (yii) to the extent permitted by applicable law, such Lender or Secured Party shall not assertassert any right or claim to the Erroneous Payment, and such Lender hereby waives, as to such Administrative Agent, waives any claim, counterclaim, defense or right of set-off or recoupment with respect to any demand, claim or counterclaim by such Administrative the 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 such Administrative the Collateral Agent to any Lender or Secured Party under this Section 9.17 clause (a) shall be conclusive, absent manifest error.

Erroneous Payments. (ai) Each Lender and other Secured Party each Issuing Lender hereby agrees that (xi) if any the Administrative Agent notifies such Lender or Secured Party Issuing Lender that such the Administrative Agent has determined in its sole discretion that any funds received by such Lender or Secured Party Issuing Lender from such the Administrative Agent or any of its Affiliates affiliates were erroneously transmitted to, or otherwise erroneously or mistakenly received by, such Lender or Issuing Lender (whether or not known to such Lender or Issuing Lender) (whether as a payment, prepayment or repayment of principal, interest, fees or otherwise; individually and collectively, a “Erroneous Payment”) were erroneously transmitted to such Lender or Secured Party (whether or not known to such Lender or Secured Party), and demands the return of such Erroneous Payment (or a portion thereof), such Lender or Secured Party Issuing Lender shall promptly, but in no event later than one five Business Day Days thereafter, return to such the 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, together with interest thereon funds (in respect of each day from and including the date such Payment (or portion thereofcurrency so received) was received by such Lender or Secured Party to the date such amount is repaid to such Administrative Agent at the greater of the Federal Funds Rate and a rate determined by such Administrative Agent in accordance with banking industry rules on interbank compensation from time to time in effect, and (yii) to the extent permitted by applicable law, such Lender or Secured Party Issuing Lender shall not assertassert any right or claim to the Erroneous Payment, and hereby waives, as to such Administrative Agent, any claim, counterclaim, defense or right of set-off or recoupment with respect to any demand, claim or counterclaim by such the Administrative Agent for the return of any Erroneous Payments received, including without limitation waiver of any defense based on “discharge for value” or any similar doctrine. A notice of such the Administrative Agent to any Lender or Secured Party any Issuing Lender under this Section 9.17 clause (a) shall be conclusive, absent manifest error.

Erroneous Payments. (ai) Each Lender and other Secured Party each Issuing Bank hereby agrees that (x) if any the Administrative Agent notifies such Lender or Secured Party such Issuing Bank that such the Administrative Agent has determined in its sole discretion that any funds received by such Lender or Secured Party such Issuing Bank from such the Administrative Agent or any of its Affiliates (whether as a payment, prepayment or repayment of principal, interest, fees or otherwise; individually and collectively, a “Payment”) were erroneously transmitted to such Lender or Secured Party such Issuing Bank (whether or not known to such Lender or Secured Partysuch Issuing Bank), and demands the return of such Payment (or a portion thereof), such Lender or Secured Party such Issuing Bank shall promptly, but in no event later than one Business Day thereafterthereafter (or such later date as the Administrative Agent, may, in its sole discretion, specify in writing), return to such the Administrative Agent the amount of any such Payment (or portion thereof) as to which such a demand was made in same day funds, 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 Payment (or portion thereof) was received by such Lender or Secured Party such Issuing Bank to the date such amount is repaid to such the Administrative Agent at the greater of the Federal Funds NYFRB Rate and a rate determined by such the Administrative Agent in accordance with banking industry rules on interbank compensation from time to time in effect, and (y) to the extent permitted by applicable law, such Lender or Secured Party such Issuing Bank shall not assert, and hereby waives, as to such the Administrative Agent, any claim, counterclaim, defense or right of set-off or recoupment with respect to any demand, claim or counterclaim by such the Administrative Agent for the return of any Payments received, including without limitation any defense based on “discharge for value” or any similar doctrine. A notice of such the Administrative Agent to any Lender or Secured Party any Issuing Bank under this Section 9.17 10.6(c) shall be conclusive, absent manifest error.

Erroneous Payments. (a) Each Lender and other Secured Party each Issuing Lender hereby agrees that (x) if any the Administrative Agent notifies such Lender or Secured Party Issuing Lender that such the Administrative Agent has determined in its sole discretion that any funds received by such Lender or Secured Party Issuing Lender from such the Administrative Agent or any of its Affiliates (whether as a payment, prepayment or repayment of principal, interest, fees or otherwise; individually and collectively, a “Payment”) were erroneously transmitted to such Lender or Secured Party Issuing Lender (whether or not known to such Lender or Secured PartyIssuing Lender), and demands the return of such Payment (or a portion thereof), such Lender or Secured Party Issuing Lender shall promptly, but in no event later than one (1) Business Day thereafter, return to such the Administrative Agent the amount of any such Payment (or portion thereof) as to which such a demand was made in same day funds, together with interest thereon in respect of each day from and including the date such Payment (or portion thereof) was received by such Lender or Secured Party Issuing Lender to the date such amount is repaid to such the Administrative Agent at the greater of the Federal Funds NYFRBapplicable Overnight Rate and a rate determined by such the Administrative Agent in accordance with banking industry rules on interbank compensation from time to time in effect, and (y) to the extent permitted by applicable law, such Lender or Secured Party Issuing Lender shall not assert, and hereby waives, as to such the Administrative Agent, any claim, counterclaim, defense or right of set-off or recoupment with respect to any demand, claim or counterclaim by such the Administrative Agent for the return of any Payments received, including without limitation including, with-out limitation, any defense based on “discharge for value” or any similar doctrine. A notice of such the Administrative Agent to any Lender or Secured Party under this Section 9.17 10.16 shall be conclusive, absent manifest error.

Erroneous Payments. (a) Each Lender and other Secured Party hereby agrees that (xi) if any the Administrative Agent notifies such Lender or Secured Party that such the Administrative Agent has determined in its sole discretion that any funds received by such Lender or Secured Party Xxxxxx from such the Administrative Agent or any of its Affiliates were erroneously transmitted to, or otherwise erroneously or mistakenly received by, such Lender (whether or not known to such Lender (whether as a payment, prepayment or repayment of principal, interest, fees or otherwise; ), individually and collectively, a an “Erroneous Payment”) were erroneously transmitted to such Lender or Secured Party (whether or not known to such Lender or Secured Party), and demands the return of such Erroneous Payment (or a portion thereof), such Lender or Secured Party shall promptly, but in no event later than one Business Day thereafter, return to such the Administrative Agent the amount of any such Erroneous Payment (or portion thereof) as to which such a demand was made made, in same day fundsfunds (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 Lender or Secured Party to the date such amount is repaid to such the Administrative Agent in same day funds at the greater of the Federal Funds Effective Rate and a rate determined by such the Administrative Agent in accordance with banking industry rules on interbank compensation from time to time in effect, and (yii) such Lender shall not assert any right or claim to the extent permitted by applicable law, such Lender or Secured Party shall not assertErroneous Payment, and hereby waives, as to such Administrative Agent, waives any claim, counterclaim, defense or right of set-off or recoupment with respect to any demand, claim or counterclaim by such the Administrative Agent for the return of any Erroneous Payments received, including without limitation waiver of any defense based on “discharge for value” or any similar doctrine. A notice of such the Administrative Agent to any Lender or Secured Party under this Section 9.17 clause (a) shall be conclusive, absent manifest error. Without limiting immediately preceding clause (a), each Lender hereby further agrees that if it receives an Erroneous Payment from the Administrative Agent (or any of its Affiliates) (i) that is in an amount different than (other than a de minimis difference), 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 Erroneous Payment (an “Erroneous Payment Notice”), or (ii) that was not preceded or accompanied by an Erroneous Payment Notice, it shall be on notice that, in each such case, an error has been made with respect to such Erroneous Payment. Each Lender further agrees that, in each such case, or if it otherwise becomes aware an Erroneous Payment (or portion thereof) may have been sent in error, such Lender shall promptly notify the Administrative Agent of such occurrence and, upon demand from the Administrative Agent, it shall promptly, but in no event later than one (1) Business Day thereafter, return to the Administrative Agent the amount of any such Erroneous Payment (or portion thereof) that was received NAI-1539367892v12 by such Lender to the date such amount is repaid to the Administrative Agent in same day funds at the greater of the Federal Funds Effective Rate and a rate determined by the Administrative Agent in accordance with banking industry rules on interbank compensation from time to time in effect. The Borrower and each other Loan Party hereby agree that (i) in the event an Erroneous Payment (or portion thereof) is not recovered from any Lender that has received such Erroneous Payment (or portion thereof) for any reason, the Administrative Agent shall be subrogated to all the rights of such Lender with respect to such amount and (ii) an Erroneous Payment shall not pay, prepay, repay, discharge or otherwise satisfy any Obligations owed by the Borrower or any other Loan Party; provided that this Section 8.02 shall not be interpreted to increase (or accelerate the due date for), or have the effect of increasing (or accelerating the due date for), the Obligations of the Borrower relative to the amount (and/or timing for payment) of the Obligations that would have been payable had such Erroneous Payment not been made by the Administrative Agent; provided, further, that for the avoidance of doubt, the immediately preceding clauses (i) and (ii) shall not apply to the extent any such Erroneous Payment is, and solely with respect to the amount of such Erroneous Payment that is, comprised of funds received by the Administrative Agent from the Borrower for the purpose of making such Erroneous Payment. Each party’s obligations under this Section 8.02 shall survive the resignation or replacement of the Administrative Agent or any transfer of rights or obligations by, or the replacement of, a Lender, the termination of the Commitments or the repayment, satisfaction or discharge of all Obligations (or any portion thereof) under any Loan Document. Notwithstanding anything to the contrary contained herein or in any other loan document, no Loan Party nor any of their respective Affiliates shall have any obligations or liabilities directly or indirectly arising out of this Section 8.02 in respect of any Erroneous Payment.

Erroneous Payments. (a) Each Lender and other Secured Party hereby agrees that (xi) if any the Administrative Agent notifies such Lender or Secured Party that such the Administrative Agent has determined in its sole discretion that any funds received by such Lender or Secured Party from such the Administrative Agent or any of its Affiliates were erroneously transmitted to, or otherwise erroneously or mistakenly received by, such Lender (whether or not known to such Lender (whether as a payment, prepayment or repayment of principal, interest, fees or otherwise; ), individually and collectively, a an “Erroneous Payment”) were erroneously transmitted to such Lender or Secured Party (whether or not known to such Lender or Secured Party), and demands the return of such Erroneous Payment (or a portion thereof), such Lender or Secured Party shall promptly, but in no event later than one (1) Business Day thereafter, return to such the Administrative Agent the amount of any such Erroneous Payment (or portion thereof) as to which such a demand was made made, in same day fundsfunds (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 Lender or Secured Party to the date such amount is repaid to such the Administrative Agent in same day funds at the greater of the Federal Funds Open Rate and a rate determined by such the Administrative Agent in accordance with banking industry rules on interbank compensation from time to time in effect, and (yii) such Lender shall not assert any right or claim to the extent permitted by applicable law, such Lender or Secured Party shall not assertErroneous Payment, and hereby waives, as to such Administrative Agent, waives any claim, counterclaim, defense or right of set-off or recoupment with respect to any demand, claim or counterclaim by such the Administrative Agent for the return of any Erroneous Payments received, including without limitation waiver of any defense based on “discharge for value” or any similar doctrine. A notice of such the Administrative Agent to any Lender or Secured Party under this Section 9.17 clause (a) shall be conclusive, absent manifest error.error (b) Without limiting immediately preceding clause (a), each Lender hereby further agrees that if it receives an Erroneous Payment from the Administrative Agent (or any of its Affiliates) (i) that is in an amount different than (other than a de minimis difference), 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 Erroneous Payment (an “Erroneous Payment Notice”), or (ii) that was not preceded or accompanied by an Erroneous Payment Notice, it shall be on notice that, in each such case, an error has been made with respect to such Erroneous Payment. Each Lender further agrees that, in each such case, or if it otherwise becomes aware an Erroneous Payment (or portion thereof) may

Erroneous Payments. (a) Each Lender and other Secured Party hereby agrees that (x) if any Administrative Agent notifies such Lender or Secured Party that such Administrative Agent has determined in its sole discretion that any funds received by such Lender or Secured Party from such Administrative Agent or any of its Affiliates (whether as a payment, prepayment or repayment of principal, interest, fees or otherwise; individually and collectively, a an “Erroneous Payment”) were Loan and Security Agreement – Grove Collaborative, Inc. 50 erroneously transmitted to such Lender or Secured Party (regardless of whether or not known to such Lender knew or Secured Party), should have known of any such error) and demands the return of such Erroneous Payment (or a portion thereof), such Lender or Secured Party shall promptly, but in no event later than return such Erroneous Payment to Agent within one (1) Business Day thereafter, return to such Administrative Agent the amount of any such Payment (or portion thereof) as to which such a demand was made Agent’s request therefor in same day fundsUnited States Dollars, together with interest thereon in respect of each day from and including the date such Erroneous Payment (or portion thereof) was received by such Lender or Secured Party to the date such amount is repaid to such Administrative Agent at the greater of the Federal Funds Prime Rate and a rate determined by such Administrative Agent in accordance with banking industry rules on interbank compensation from time to time in effect, and (y) to the extent permitted by applicable law, such Lender or Secured Party shall not assert, and hereby waives, as to such Administrative Agent, any claim, counterclaim, defense or right of set-off or recoupment with respect to any demand, claim or counterclaim by such Administrative Agent for the return of any Erroneous Payments received, including without limitation any defense based on “discharge for value” or any similar doctrine. A Each Lender hereby further agrees that if it receives an Erroneous Payment from 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 sent by Agent with respect to such Erroneous Payment (an “Erroneous Payment Notice”) or (y) that was not preceded or accompanied by an Erroneous Payment Notice, it shall be on notice, in each such case, that an error has been made with respect to such Erroneous Payment. In any such case, or if Lender otherwise becomes aware an Erroneous Payment (or portion thereof) may have been sent in error, such Lender shall promptly notify Agent of such Administrative occurrence and, upon demand from Agent, shall return to Agent the amount of any such Erroneous Payment (or portion thereof) within one (1) Business Day of Agent’s demand therefor together with interest thereon in respect of each day from and including the date such Erroneous Payment (or portion thereof) was received by such Lender to the date such amount is repaid to Agent at the greater of the Prime Rate and a rate determined by Agent in accordance with banking industry rules on interbank compensation from time to time in effect. Borrowers hereby agree that (x) in the event an Erroneous Payment (or portion thereof) is not recovered from any Lender that has received such Erroneous Payment (or portion thereof) for any reason, Agent shall be subrogated to all the rights of such Lender with respect to such amount and (y) an Erroneous Payment shall not pay, prepay, repay, discharge or otherwise satisfy any Obligations owed by any Borrower or any other Loan Party; provided that this Section 12.12 shall not be interpreted to increase (or accelerate the due date for), or have the effect of increasing (or accelerating the due date for), the Obligations of the Borrowers relative to the amount (and/or timing for payment) of the Obligations that would have been payable had such Erroneous Payment not been made by Agent; provided further, that for the avoidance of doubt, the immediately preceding clauses (x) and (y) shall not apply to the extent such Erroneous Payment is, comprised of funds received by Agent from, or held on behalf of, a Borrower for the purpose of prepaying, repaying, discharging or otherwise satisfying any Obligations owed by such Borrower. Until such time as the Erroneous Payment is repaid in full with interest thereon, any such Lender may, in Agent’s discretion, be treated as a Defaulting Lender for all purposes of Section 12.10 and any payment of principal, interest, fees or other amounts received by Agent that would otherwise be distributable to such Lender pursuant to the terms of Section 2.7(h) or Section 9.9 (whether voluntary or mandatory, at maturity or otherwise) or received by Agent from a Defaulting Lender, shall be applied at such time or times as may be determined by Agent to the repayment of any Lender or Secured Party Erroneous Payment prior to the application of the same for any other purposes. The obligations under this Section 9.17 12.12 shall be conclusivesurvive the resignation or replacement of Agent or any transfer of rights or obligations by, absent manifest erroror the replacement of, a Lender, the termination of the Commitment or the repayment, satisfaction or discharge of all Obligations.

Erroneous Payments. (a) Each Lender and Without limitation of any other Secured Party hereby agrees that (x) provision in this Agreement, if at any time the Administrative Agent notifies such a Lender that it has made a payment hereunder in error to any Lender whether or Secured Party that such Administrative Agent has determined not in its sole discretion that any funds received by such Lender or Secured Party from such Administrative Agent respect of a Loan or any other obligations of its Affiliates the Borrower or any other Loan Party hereunder due and owing by the Borrower or any other Loan Party at such time, where such payment is (whether as a payment, prepayment 1) in excess of the amount so paid by the Borrower or repayment such other Loan Party in respect of principal, interest, fees or otherwise; individually and collectively, a “Payment”) were erroneously transmitted such obligation to such Lender or Secured Party (whether or not known then owed); or (2) for any reason otherwise erroneously made by the Administrative Agent (such payment referred to such Lender or Secured Party), as an “Erroneous Payment”) and demands the return of such Erroneous Payment (or a portion thereof), then in any such event, each Lender or Secured Party shall promptlyreceiving an Erroneous Payment severally agrees to repay to the Administrative Agent promptly on demand, but in no event later than one two Business Day Days thereafter, return to such Administrative Agent the amount of any such Erroneous Payment (or portion thereof) received by such Lender as to which such a demand was made in same day funds, together immediately available funds with interest thereon in respect of thereon, for each day from and including the date such Erroneous Payment (or portion thereof) was received by such Lender or Secured Party it to but excluding the date of payment to the date such amount is repaid to such Administrative Agent Agent, at the greater of the Federal Funds Effective Rate and a rate determined by such the Administrative Agent in accordance with banking industry rules on interbank compensation from time to time in effect, and (y) to . To the extent permitted by applicable lawLaw, such each Lender or Secured Party shall not assert, irrevocably waives any and hereby waives, as to such Administrative Agent, any claim, counterclaim, defense or right of set-off or recoupment with respect to any demand, claim or counterclaim by such Administrative Agent for the return of any Payments receivedall defenses, including without limitation any defense based on “discharge for value” (under which a creditor might otherwise claim a right to retain funds mistakenly paid by a third party in respect of a debt owed by another) or similar defense to its obligation to return any similar doctrineErroneous Payment received. A notice of such The Administrative Agent shall inform each Lender promptly upon determining that any payment made to any such Lender comprised, in whole or Secured Party under this Section 9.17 shall be conclusivein part, absent manifest erroran Erroneous Payment.

Erroneous Payments. (a) Each Lender and other Secured Party each Issuing Bank hereby agrees that (xi) if any the Administrative Agent notifies such Lender or Secured Party Issuing Bank that such the Administrative Agent has determined in its sole discretion that any funds received by such Lender or Secured Party Issuing Bank from such the Administrative Agent or any of its Affiliates (whether as a payment, prepayment or repayment of principal, interest, fees or otherwise; individually and collectively, a “Payment”) were erroneously transmitted to such Lender or Secured Party Issuing Bank (whether or not known to such Lender or Secured PartyIssuing Bank), and demands the return of such Payment (or a portion thereof), such Lender or Secured Party Issuing Bank, as the case may be, shall promptly, but in no event later than one Business Day thereafterthereafter (or such later date as the Administrative Agent, may, in its sole discretion, specify in writing), return to such the Administrative Agent the amount of any such Payment (or portion thereof) as to which such a demand was made in same day funds, 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 Payment (or portion thereof) was received by such Lender or Secured Party Issuing Bank to the date such amount is repaid to such the Administrative Agent at the greater of the Federal Funds NYFRB Rate and a rate determined by such the Administrative Agent in accordance with banking industry rules on interbank compensation from time to time in effect, and (yii) to the extent permitted by applicable law, such Lender or Secured Party Issuing Bank, as the case may be, shall not assert, and each Lender and Issuing Bank hereby waives, as to such the Administrative Agent, any claim, counterclaim, defense or right of set-off or recoupment with respect to any demand, claim or counterclaim by such the Administrative Agent for the return of any Payments received, including without limitation any defense based on “discharge for value” or any similar doctrine. A notice of such the Administrative Agent to any Lender or Secured Party under this Section 9.17 8.15 shall be conclusive, absent manifest error.

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

Erroneous Payments. (a) Each Lender and other Secured Party each Issuing Lender hereby agrees that (xi) if any the Administrative Agent notifies such Lender or Secured Party Issuing Lender that such the Administrative Agent has determined in its sole discretion that any funds received by such Lender or Secured Party Issuing Lender from such the Administrative Agent or any of its Affiliates affiliates were erroneously transmitted to, or otherwise erroneously or mistakenly received by, such Lender or Issuing Lender (whether or not known to such Lender or Issuing Lender) (whether as a payment, prepayment or repayment of principal, interest, fees or otherwise; individually and collectively, a “"Erroneous Payment”") were erroneously transmitted to such Lender or Secured Party (whether or not known to such Lender or Secured Party), and demands the return of such Erroneous Payment (or a portion thereof), such Lender or Secured Party Issuing Lender shall promptly, but in no event later than one Business Day five Banking Days thereafter, return to such the 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, together with interest thereon funds (in respect of each day from and including the date such Payment (or portion thereofcurrency so received) was received by such Lender or Secured Party to the date such amount is repaid to such Administrative Agent at the greater of the Federal Funds Rate and a rate determined by such Administrative Agent in accordance with banking industry rules on interbank compensation from time to time in effect, and (yii) to the extent permitted by applicable law, such Lender or Secured Party Issuing Lender shall not assertassert any right or claim to the Erroneous Payment, and hereby waives, as to such Administrative Agent, any claim, counterclaim, defense or right of set-off or recoupment with respect to any demand, claim or counterclaim by such the Administrative Agent for the return of any Erroneous Payments received, including without limitation waiver of any defense based on “"discharge for value” " or any similar doctrine. A notice of such the Administrative Agent to any Lender or Secured Party any Issuing Lender under this Section 9.17 clause (a) shall be conclusive, absent manifest error.

Erroneous Payments. (a1) Each Lender and other Secured Party each L/C Issuer hereby agrees that (xi) if any the Administrative Agent notifies such Lender or Secured Party L/C Issuer that such the Administrative Agent has determined in its sole discretion that any funds received by such Lender or Secured Party L/C Issuer from such the Administrative Agent or any of its Affiliates were erroneously transmitted to, or otherwise erroneously or mistakenly received by, such Lender or L/C Issuer (whether or not known to such Lender or L/C Issuer) (whether as a payment, prepayment or repayment of principal, interest, fees or otherwise; individually and collectively, a “Erroneous Payment”) were erroneously transmitted to such Lender or Secured Party (whether or not known to such Lender or Secured Party), and demands the return of such Erroneous Payment (or a portion thereof), such Lender or Secured Party L/C Issuer shall promptly, but in no event later than one Business Day thereafter, return to such the Administrative Agent the amount of any such Erroneous Payment (or portion thereof) as to which such a demand was made made, in same day fundsfunds (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 Lender or Secured Party L/C Issuer to the date such amount is repaid to such the Administrative Agent in same day funds at the greater of the Federal Funds Base Rate and a rate determined by such the Administrative Agent in accordance with banking industry rules on interbank compensation from time to time in effect, effect and (yii) to the extent permitted by applicable law, such Lender or Secured Party L/C Issuer shall not assertassert any right or claim to the Erroneous Payment, and hereby waives, as to such Administrative Agent, any claim, counterclaim, defense or right of set-off or recoupment with respect to any demand, claim or counterclaim by such the Administrative Agent for the return of any Erroneous Payments received, including without limitation waiver of any defense based on “discharge for value” or any similar doctrine. A notice of such the Administrative Agent to any Lender or Secured Party any L/C Issuer under this Section 9.17 clause (a) shall be conclusive, absent manifest error.

Erroneous Payments. (a) Each Lender and other Secured Party hereby agrees that (x) Notwithstanding anything to the contrary in this Agreement, if at any time Administrative Agent notifies such Lender or Secured Party that such Administrative Agent has determined determines (in its sole discretion and absolute discretion) that it has made a payment hereunder in error to any funds Lender, Swing Line Lender, L/C Issuer or other Secured Party, whether or not in respect of an Obligation due and owing by Borrower or any Obligated Parties at such time, where such payment is a Rescindable Amount, then in any such event, each such Person receiving a Rescindable Amount severally agrees to repay to Administrative Agent forthwith on demand the Rescindable Amount received by such Lender or Secured Party from such Administrative Agent or any of its Affiliates (whether as a paymentPerson in immediately available funds in the currency so received, prepayment or repayment of principal, interest, fees or otherwise; individually and collectively, a “Payment”) were erroneously transmitted to such Lender or Secured Party (whether or not known to such Lender or Secured Party), and demands the return of such Payment (or a portion thereof), such Lender or Secured Party shall promptly, but in no event later than one Business Day thereafter, return to such Administrative Agent the amount of any such Payment (or portion thereof) as to which such a demand was made in same day funds, together with interest thereon in respect of thereon, for each day from and including the date such Payment (or portion thereof) was Rescindable Amount is received by such Lender or Secured Party it to but excluding the date such amount is repaid of payment to such Administrative Agent Agent, at the greater of the Federal Funds Rate and a rate determined [BGSF] Amended and Restated Credit Agreement by such Administrative Agent in accordance with banking industry rules on interbank compensation from time to time in effectcompensation. Each Lender, each Swing Line Lender, each L/C Issuer and (y) to the extent permitted by applicable law, such Lender or each other Secured Party shall not assert, irrevocably waives any and hereby waives, as to such Administrative Agent, any claim, counterclaim, defense or right of set-off or recoupment with respect to any demand, claim or counterclaim by such Administrative Agent for the return of any Payments receivedall defenses, including without limitation any defense based on “discharge for value” (under which a creditor might otherwise claim a right to retain funds mistakenly paid by a third party in respect of a debt owed by another), “good consideration”, “change of position” or similar defenses (whether at law or in equity) to its obligation to return any similar doctrineRescindable Amount. A notice of such Administrative Agent to any Lender shall inform each Lender, Swing Line Lender, L/C Issuer or other Secured Party that received a Rescindable Amount promptly upon determining that any payment made to such Person comprised, in whole or in part, a Rescindable Amount. Each Person’s obligations, agreements and waivers under this Section 9.17 11.11 shall be conclusivesurvive the resignation or replacement of the Administrative Agent, absent manifest errorany transfer of rights or obligations by, or the replacement of, a Lender, Swing Line Lender or L/C Issuer, the termination of the Commitments and/or the repayment, satisfaction or discharge of all Obligations (or any portion thereof) under any Loan Document.

Erroneous Payments. (a) Each Lender and other Secured Party hereby agrees that (xi) if any the Administrative Agent notifies such Lender or Secured Party that such the Administrative Agent has determined in its sole discretion that any funds received by such Lender or Secured Party from such the Administrative Agent or any of its Affiliates were erroneously transmitted to, or otherwise erroneously or mistakenly received by, such Lender (whether or not known to such Lender) (whether as a payment, prepayment or repayment of principal, interest, fees or otherwise; individually and collectively, a “Erroneous Payment”) were erroneously transmitted to such Lender or Secured Party (whether or not known to such Lender or Secured Party), and demands the return of such Erroneous Payment (or a portion thereof), such Lender or Secured Party shall promptly, but in no event later than one Business Day thereafter, return to such the Administrative Agent the amount of any such Erroneous Payment (or portion thereof) as to which such a demand was made made, in same day fundsfunds (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 Lender or Secured Party to the date such amount is repaid to such the Administrative Agent in same day funds at the greater of the Federal Funds Rate and a rate determined by such the Administrative Agent in accordance with banking industry rules on interbank compensation from time to time in effect, effect and (yii) to the extent permitted by applicable law, such Lender or Secured Party shall not assertassert any right or claim to the Erroneous Payment, and hereby waives, as to such Administrative Agent, any claim, counterclaim, defense or right of set-off or recoupment with respect to any demand, claim or counterclaim by such the Administrative Agent for the return of any Erroneous Payments received, including without limitation waiver of any defense based on “discharge for value” or any similar doctrine. A notice of such the Administrative Agent to any Lender or Secured Party under this Section 9.17 clause (a) shall be conclusive, absent manifest error.

Erroneous Payments. (a) Each Lender and other Secured Party hereby agrees that (xi) if any the Administrative Agent notifies such Lender or Secured Party that such the Administrative Agent has determined in its sole discretion that any funds received by such Lender or Secured Party from such the Administrative Agent or any of its Affiliates were erroneously transmitted to, or otherwise erroneously or mistakenly received by, such Lender (whether or not known to such Lender (whether as a payment, prepayment or repayment of principal, interest, fees or otherwise; ), individually and collectively, a an “Erroneous Payment”) were erroneously transmitted to such Lender or Secured Party (whether or not known to such Lender or Secured Party), and demands the return of such Erroneous Payment (or a portion thereof), such Lender or Secured Party shall promptly, but in no event later than one two (2) Business Day Days thereafter, return to such the Administrative Agent the amount of any such Erroneous Payment (or portion thereof) as to which such a demand was made made, in same day fundsfunds (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 Lender or Secured Party to the date such amount is repaid to such the Administrative Agent in same day funds at the greater of the Federal Funds Overnight Bank Funding Rate and a rate determined by such the Administrative Agent in accordance with banking industry rules on interbank compensation from time to time in effect, and (yii) such Lender shall not assert any right or claim to the extent permitted by applicable law, such Lender or Secured Party shall not assertErroneous Payment, and hereby waives, as to such Administrative Agent, waives any claim, counterclaim, defense or right of set-off or recoupment with respect to any demand, claim or counterclaim by such the Administrative Agent for the return of any Erroneous Payments received, including without limitation waiver of any defense based on “discharge for value” or any similar doctrine. A notice of such the Administrative Agent to any Lender or Secured Party under this Section 9.17 clause (a) shall be conclusive, absent manifest error.. 82 CHAR1\2011656v6 (b) Without limiting immediately preceding clause (a), each Lender hereby further agrees that if it receives an Erroneous Payment from the Administrative Agent (or any of its Affiliates) (i) that is in an amount different than (other than a de minimis difference), 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 Erroneous Payment (an “Erroneous Payment Notice”), or (ii) that was not preceded or accompanied by an Erroneous Payment Notice, it shall be on notice that, in each such case, an error has been made with respect to such Erroneous Payment. Each Lender further agrees that, in each such case, or if it otherwise becomes aware an Erroneous Payment (or portion thereof) may have been sent in error, such Lender shall promptly notify the Administrative Agent of such occurrence and, upon demand from the Administrative Agent, it shall promptly, but in no event later than one (1) Business Day thereafter, return to the Administrative Agent the amount of any such Erroneous Payment (or portion thereof) that was received by such Lender to the date such amount is repaid to the Administrative Agent in same day funds at the greater of the Overnight Bank Funding Rate and a rate determined by the Administrative Agent in accordance with banking industry rules on interbank compensation from time to time in effect. (c) The Borrower and each other Loan Party hereby agree that (i) in the event an Erroneous Payment (or portion thereof) is not recovered from any Lender that has received such Erroneous Payment (or portion thereof) for any reason, the Administrative Agent shall be subrogated to all the rights of such Lender with respect to such amount and (ii) an Erroneous Payment shall not pay, prepay, repay, discharge or otherwise satisfy any Obligations owed by the Borrower or any other Loan Party. (d) Each party’s obligations under this Section 10.13 shall survive the resignation or replacement of the Administrative Agent or any transfer of rights or obligations by, or the replacement of, a Lender, the termination of the Commitments or the repayment, satisfaction or discharge of all Obligations (or any portion thereof) under any Loan Document. 10.14

Erroneous Payments. (a) Each Lender and other Secured Party hereby agrees that (xi) if any the Administrative Agent notifies such Lender or Secured Party that such the Administrative Agent has determined in its sole discretion that any funds received by such Lender or Secured Party from such the Administrative Agent or any of its Affiliates were erroneously or mistakenly transmitted to, or otherwise erroneously or mistakenly received by, such Lender (whether or not known to such Lender) (whether as a payment, prepayment or repayment of principal, interest, fees or otherwise; individually and collectively, a an “Erroneous Payment”) were erroneously transmitted to such Lender or Secured Party (whether or not known to such Lender or Secured Party), and demands the return of such Erroneous Payment (or a portion thereof), such Lender or Secured Party shall promptly, but in no event later than one Business Day thereafter, return to such the 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, together with interest thereon in respect of each day from and including the date such Erroneous Payment (or portion thereof) was received by such Lender or Secured Party to the date such amount is repaid to such the Administrative Agent in same day funds at the greater of the Federal Funds Effective Rate and a rate determined by such the Administrative Agent in accordance with banking industry rules on interbank compensation from time to time in effect, effect and (yii) to the extent permitted by applicable law, such Lender or Secured Party shall not assertassert any right or claim to the Erroneous Payment, and hereby waives, as to such Administrative Agent, waives any claim, counterclaim, defense or right of set-off or recoupment with respect to any demand, claim or counterclaim by such the Administrative Agent for the return of any Erroneous Payments received, including including, without limitation limitation, waiver of any defense based on “discharge for value” or any similar theory or doctrine. A notice of such the Administrative Agent to any Lender or Secured Party any under this Section 9.17 clause (a) shall be conclusive, absent manifest error.. 128

Erroneous Payments. (a) Each Lender and Without limitation of any other Secured Party hereby agrees that (x) provision in this Agreement, if at any time the Administrative Agent notifies such makes a payment hereunder in error to any Lender or Secured any Issuing Lender, whether or not in respect of a Credit Party that Obligation due and owing by the Borrower at such time, where such payment is a Rescindable Amount, then in any such event, each Lender or Issuing Lender receiving a Rescindable Amount severally agrees to repay to the Administrative Agent has determined in its sole discretion that any funds forthwith on demand the Rescindable Amount received by such Lender or Secured Party from such Administrative Agent or any of its Affiliates (whether as a payment, prepayment or repayment of principal, interest, fees or otherwise; individually and collectively, a “Payment”) were erroneously transmitted to such Issuing Lender or Secured Party (whether or not known to such Lender or Secured Party), and demands the return of such Payment (or a portion thereof), such Lender or Secured Party shall promptly, but in no event later than one Business Day thereafter, return to such Administrative Agent the amount of any such Payment (or portion thereof) as to which such a demand was made in same day fundsfunds in the currency so received, together with interest thereon in respect of thereon, for each day from and including the date such Payment (or portion thereof) was Rescindable Amount is received by such Lender or Secured Party it to but excluding the date of payment to the date such amount is repaid to such Administrative Agent Agent, at the greater of the Federal Funds Rate and a rate determined by such the Administrative Agent in accordance with banking industry rules on interbank compensation from time to time in effect, compensation. Each Lender and (y) to the extent permitted by applicable law, such Lender or Secured Party shall not assert, and hereby waivesIssuing Lender, as to such Administrative Agentapplicable, irrevocably waives any claim, counterclaim, defense or right of set-off or recoupment with respect to any demand, claim or counterclaim by such Administrative Agent for the return of any Payments receivedand all defenses, including without limitation any defense based on “discharge for value” (under which a creditor might otherwise claim a right to retain funds mistakenly paid by a third party in respect of a debt owed by another) or similar defense to its obligation to return any similar doctrineRescindable Amount. A notice of such The Administrative Agent to any shall inform each Lender or Secured Party under this Section 9.17 shall be conclusiveIssuing Lender promptly upon determining that any payment made to such Lender or such Issuing Lender comprised, absent manifest errorin whole or in part, a Rescindable Amount.

Erroneous Payments. (a) Each Lender and other Secured Party hereby agrees that (xi) if any the Administrative Agent or the Collateral Agent notifies such Lender that the Administrative Agent or Secured Party that such Administrative the Collateral Agent has determined in its sole discretion that any funds received by such Lender or Secured Party Xxxxxx from such the Administrative Agent or any of its Affiliates or the Collateral Agent or any of its Affiliates were erroneously or mistakenly transmitted to, or otherwise erroneously or mistakenly received by, such Lender (whether or not known to such Lender) (whether as a payment, prepayment or repayment of principal, interest, fees or otherwise; individually and collectively, a an “Erroneous Payment”) were erroneously transmitted to such Lender or Secured Party (whether or not known to such Lender or Secured Party), and demands the return of such Erroneous Payment (or a portion thereof), such Lender or Secured Party shall promptly, but in no event later than one fifteen (15) Business Day Days thereafter, return to such the Administrative Agent or the Collateral Agent the amount of any such Erroneous Payment (or portion thereof) as to which such a demand was made made, in same day fundsfunds (in the currency so received), together with interest thereon in respect of each day from and including the date such fifteenth (15th) Business Day (assuming such Erroneous Payment (or any remaining portion thereof) was received by shall be unpaid as of such Lender or Secured Party date) to the date such amount is repaid to such the Administrative Agent or the Collateral Agent in same day funds at the greater of the Federal Funds Rate and a rate determined by such the Administrative Agent or the Collateral Agent in accordance with banking industry rules on interbank compensation from time to time in effect, effect and (yii) to the extent permitted by applicable law, such Lender or Secured Party shall not assertassert any right or claim to the Erroneous Payment, and hereby waives, as to such Administrative Agent, waives any claim, counterclaim, defense or right of set-off or recoupment with respect to any demand, claim or counterclaim by such the Administrative Agent or the Collateral 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 such the Administrative Agent or the Collateral Agent to any Lender or Secured Party under this Section 9.17 clause (a) shall be conclusive, absent manifest error.

Erroneous Payments. (ai) Each Lender and other Secured Party Issuing Bank hereby agrees that (x) if any the Administrative Agent notifies such Lender or Secured Party Issuing Bank that such the Administrative Agent has determined in its sole discretion that any funds received by such Lender or Secured Party Issuing Bank from such the Administrative Agent or any of its Affiliates (whether as a payment, prepayment or repayment of principal, interest, fees or otherwise; individually and collectively, a “Payment”) were erroneously transmitted to such Lender or Secured Party Issuing Bank (whether or not known to such Lender or Secured PartyIssuing Bank), and demands the return of such Payment (or a portion thereof), such Lender or Secured Party Issuing Bank shall promptly, but in no event later than one Business Day thereafter, return to such the Administrative Agent the amount of any such Payment (or portion thereof) as to which such a demand was made in same day funds, together with interest thereon in respect of each day from and including the date such Payment (or portion thereof) was received by such Lender or Secured Party Issuing Bank to the date such amount is repaid to such the Administrative Agent at the greater of the Federal Funds NYFRB Rate and a rate determined by such the Administrative Agent in accordance with banking industry rules on interbank compensation from time to time in effect, and (y) to the extent permitted by applicable law, such Lender or Secured Party Issuing Bank shall not assert, and hereby waives, as to such the Administrative Agent, any claim, counterclaim, defense or right of set-off or recoupment with respect to any demand, claim or counterclaim by such the Administrative Agent for the return of any Payments received, including without limitation any defense based on “discharge for value” or any similar doctrine. A notice of such the Administrative Agent to any Lender or Secured Party Issuing Bank under this Section 9.17 8.14 shall be conclusive, absent manifest error.

Erroneous Payments. (a) Each Lender and other Secured Party hereby agrees that (xi) if any the Administrative Agent notifies such Lender or Secured Party that such the Administrative Agent has determined in its sole discretion that any funds received by such Lender or Secured Party from such the Administrative Agent or any of its Affiliates were erroneously transmitted to, or otherwise erroneously or mistakenly received by, such Lender (whether or not known to such Lender) (whether as a payment, prepayment or repayment of principal, interest, fees or otherwise; individually and collectively, a “Erroneous Payment”) were erroneously transmitted to such Lender or Secured Party (whether or not known to such Lender or Secured Party), and demands the return of such Erroneous Payment (or a portion thereof), such Lender or Secured Party shall promptly, but in no event later than one Business Banking Day thereafter, return to such the Administrative Agent the amount of any such Erroneous Payment (or portion thereof) as to which such a demand was made made, in same day fundsfunds (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 Lender or Secured Party to the date such amount is repaid to such the Administrative Agent in same day funds at the greater of the Federal Funds Effective Rate and a rate determined by such the Administrative Agent in accordance with banking industry rules on interbank compensation from time to time in effect, effect and (yii) to the extent permitted by applicable lawApplicable Law, such Lender or Secured Party shall not assertassert any right or claim to the Erroneous Payment, and hereby waives, as to such Administrative Agent, any claim, counterclaim, defense or right of set-off or recoupment with respect to any demand, claim or counterclaim by such the Administrative Agent for the return of any Erroneous Payments received, including without limitation waiver of any defense based on “discharge for value” or any similar doctrine. A notice of such the Administrative Agent to any Lender or Secured Party under this Section 9.17 clause (a) shall be conclusive, absent manifest error.. Second Amended and Restated Credit Agreement

Erroneous Payments. (a) Each Lender and other Secured Party hereby agrees that (xi) if any the Administrative Agent notifies such Lender or Secured Party that such the Administrative Agent has determined in its sole discretion that any funds received by such Lender or Secured Party from such the Administrative Agent or any of its Affiliates were erroneously transmitted to, or otherwise erroneously or mistakenly received by, such Lender (whether or not known to such Lender (whether as a payment, prepayment or repayment of principal, interest, fees or otherwise; ), individually and collectively, a an “Erroneous Payment”) were erroneously transmitted to such Lender or Secured Party (whether or not known to such Lender or Secured Party), and demands the return of such Erroneous Payment (or a portion thereof), such Lender or Secured Party shall promptly, but in no event later than one (1) Business Day thereafter, return to such the Administrative Agent the amount of any such Erroneous Payment (or portion thereof) as to which such a demand was made made, in same day fundsfunds (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 Lender or Secured Party to the date such amount is repaid to such the Administrative Agent in same day funds at the greater of the Federal Funds Open Rate and a rate determined by such the Administrative Agent in accordance with banking industry rules on interbank compensation from time to time in effect, and (yii) such Lender shall not assert any right or claim to the extent permitted by applicable law, such Lender or Secured Party shall not assertErroneous Payment, and hereby waives, as to such Administrative Agent, waives any claim, counterclaim, defense or right of set-off or recoupment with respect to any demand, claim or counterclaim by such the Administrative Agent for the return of any Erroneous Payments received, including without limitation waiver of any defense based on “discharge for value” or any similar doctrine. A notice of such 71 the Administrative Agent to any Lender or Secured Party under this Section 9.17 clause (a) shall be conclusive, absent manifest error. (b) Without limiting immediately preceding clause (a), each Lender hereby further agrees that if it receives an Erroneous Payment from the Administrative Agent (or any of its Affiliates) (i) that is in an amount different than (other than a de minimis difference), 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 Erroneous Payment (an “Erroneous Payment Notice”), or (ii) that was not preceded or accompanied by an Erroneous Payment Notice, it shall be on notice that, in each such case, an error has been made with respect to such Erroneous Payment. Each Lender further agrees that, in each such case, or if it otherwise becomes aware an Erroneous Payment (or portion thereof) may have been sent in error, such Lender shall promptly notify the Administrative Agent of such occurrence and, upon demand from the Administrative Agent, it shall promptly, but in no event later than one (1) Business Day thereafter, return to the Administrative Agent the amount of any such Erroneous Payment (or portion thereof) that was received by such Lender to the date such amount is repaid to the Administrative Agent in same day funds at the greater of the Federal Funds Open Rate and a rate determined by the Administrative Agent in accordance with banking industry rules on interbank compensation from time to time in effect. (c) The parties hereto agree that (i) in the event an Erroneous Payment (or portion thereof) is not recovered from any Lender that has received such Erroneous Payment (or portion thereof) for any reason, the Administrative Agent shall be subrogated to all the rights of such Lender with respect to such amount and (ii) an Erroneous Payment shall not pay, prepay, repay, discharge or otherwise satisfy any Liabilities owed by the Borrowers, 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 the Administrative Agent from the Borrowers for the purpose of making such Erroneous Payment. (d) Each party’s obligations under this Section 13.13 shall survive the resignation or replacement of the Administrative Agent or any transfer of rights or obligations by, or the replacement of, a Lender, the termination of the Commitments or the repayment, satisfaction or discharge of all Liabilities (or any portion thereof) under any Loan Document. SECTION 14.

Erroneous Payments. (a) Each Lender and other Secured Party Issuing Bank hereby agrees that (x) if any the Administrative Agent notifies such Lender or Secured Party Issuing Bank that such the Administrative Agent has determined in its sole discretion that any funds received by such Lender or Secured Party Issuing Bank from such the Administrative Agent or any of its Affiliates (whether as a payment, prepayment or repayment of principal, interest, fees or otherwise; individually and collectively, a “Payment”) were erroneously transmitted to such Lender or Secured Party Issuing Bank (whether or not known to such Lender or Secured PartyIssuing Bank), and demands the return of such Payment (or a portion thereof), such Lender or Secured Party Issuing Bank shall promptly, but in no event later than one Business Day thereafter, return to such the Administrative Agent the amount of any such Payment (or portion thereof) as to which such a demand was made in same day funds, together with interest thereon in respect of each day from and including the date such Payment (or portion thereof) was received by such Lender or Secured Party Issuing Bank to the date such amount is repaid to such the Administrative Agent at the greater of the Federal Funds NYFRB Rate and a rate determined by such the Administrative Agent in accordance with banking industry rules on interbank compensation from time to time in effect, and (y) to the extent permitted by applicable law, such Lender or Secured Party Issuing Bank shall not assert, and hereby waives, as to such the Administrative Agent, any claim, counterclaim, defense or right of set-off or recoupment with respect to any demand, claim or counterclaim by such the Administrative Agent for the return of any Payments received, including without limitation any defense based on “discharge for value” or any similar doctrine. A notice of such the Administrative Agent to any Lender or Secured Party under this Section 9.17 Issuing Bank pursuant to the foregoing shall be conclusive, absent manifest error.

Erroneous Payments. (a) Each Lender and other Secured Party hereby agrees that (x) if any the Administrative Agent notifies such Lender or Secured Party that such the Administrative Agent has determined in its sole discretion that any funds received by such Lender or Secured Party from such the Administrative Agent or any of its Affiliates (whether as a payment, prepayment or repayment of principal, interest, fees or otherwise; individually and collectively, a “"Payment”") were erroneously transmitted to such Lender or Secured Party (whether or not known to such Lender or Secured PartyLender), and demands the return of such Payment (or a portion thereof), such Lender or Secured Party shall promptly, but in no event later than one Business Day thereafter, return to such the Administrative Agent the amount of any such Payment (or portion thereof) as to which such a demand was made in same day funds, together with interest thereon in respect of each day from and including the date such Payment (or portion thereof) was received by such Lender or Secured Party to the date such amount is repaid to such the Administrative Agent at the greater of the Federal Funds NYFRB Rate and a rate determined by such the Administrative Agent in accordance with banking industry rules on interbank compensation from time to time in effect, and (y) to the extent permitted by applicable law, such Lender or Secured Party shall not assert, and hereby waives, as to such the Administrative Agent, any claim, counterclaim, defense or right of set-off or recoupment with respect to any demand, claim or counterclaim by such the Administrative Agent for the return of any Payments received, including without limitation any defense based on “discharge for value” or any similar doctrine. A notice of such the Administrative Agent to any Lender or Secured Party under this Section 9.17 10.09(a) shall be conclusive, absent manifest error. (b) Each Lender hereby further agrees that if it receives a 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 (a "Payment Notice") or (y) that was not preceded or accompanied by a Payment Notice, it shall be on notice, in each such case, that an error has been made with respect to such Payment. Each Lender agrees that, in each such case, or if it otherwise becomes aware a Payment (or portion thereof) may have been sent in error, DB1/ 139452285.4 132 154304283v7 such Lender shall promptly notify the Administrative Agent of such occurrence and, upon demand from the Administrative Agent, it shall promptly, but in no event later than one Business Day thereafter, return to the Administrative Agent the amount of any such Payment (or portion thereof) as to which such a demand was made in same day funds, together with interest thereon in respect of each day from and including the date such Payment (or portion thereof) was received by such Lender to the date such amount is repaid to the Administrative Agent at the greater of the NYFRB Rate and a rate determined by the Administrative Agent in accordance with banking industry rules on interbank compensation from time to time in effect. (c) The Borrower hereby agrees that (x) in the event an erroneous Payment (or portion thereof) are not recovered from any Lender that has received such Payment (or portion thereof) for any reason, the Administrative Agent shall be subrogated to all the rights of such Lender with respect to such amount and (y) an erroneous Payment shall not pay, prepay, repay, discharge or otherwise satisfy any Obligations owed by the Borrower. (d) Each party's obligations under this Section 10.09 shall survive the resignation or replacement of the Administrative Agent or any transfer of rights or obligations by, or the replacement of, a Lender, the termination of the Commitments or the repayment, satisfaction or discharge of all Obligations under any Basic Document. ARTICLE ELEVEN ASSIGNMENTS; PARTICIPATIONS Section 11.01.

Erroneous Payments. (a) Each Lender and other Secured Party hereby agrees that (x) if any If the Administrative Agent notifies such Lender 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 (any such Lender, L/C Issuer, Secured Party or other recipient, a “Payment Recipient”) that such the Administrative Agent has determined in its sole reasonable discretion that any funds received by such Lender or Secured Party Payment Recipient from such the Administrative Agent or any of its Affiliates were erroneously transmitted to, or otherwise erroneously or mistakenly received by, such Payment Recipient (whether or not known to such Payment Recipient) (any such funds, whether received as a payment, prepayment or repayment of principal, interest, fees fees, distribution or otherwise; , individually and collectively, a an “Erroneous Payment”) were erroneously transmitted to such Lender or Secured Party (whether or not known to such Lender or Secured Party), and demands the return of such Erroneous Payment (or a portion thereof), such Lender or Secured Party 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 (1) Business Day thereafter, return to such the Administrative Agent Agent, in same day funds (in the currency so received), the amount of any such Erroneous Payment (or portion thereof) as to which such a demand was made in same day 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 Lender or Secured Party Payment Recipient to the date such amount is repaid to such the Administrative Agent at the greater of the Federal Funds Effective Rate and a rate determined by such the Administrative Agent in accordance with prevailing banking industry rules on interbank compensation from time to time in effect, and (y) to . To the extent permitted by applicable law, such Lender no Payment Recipient shall assert any right or Secured Party shall not assertclaim to an Erroneous Payment, and hereby waives, as and is deemed to such Administrative Agentwaive, any claim, counterclaim, defense or right of set-off or recoupment with respect to any demand, claim or counterclaim by such the Administrative Agent for the return of any Payments Erroneous Payment received, including without limitation waiver of any defense based on “discharge for value” or any similar doctrine. A notice of such the Administrative Agent to any Lender or Secured Party Payment Recipient under this Section 9.17 clause (a) shall be conclusive, absent manifest error.

Erroneous Payments. (a) Each Lender and other Secured Party hereby agrees that (xi) if any the Administrative Agent notifies such Lender or Secured Party that such the Administrative Agent has determined in its sole discretion that any funds received by such Lender or Secured Party from such the Administrative Agent or any of its Affiliates were erroneously transmitted to, or otherwise erroneously or mistakenly received by, such Lender (whether or not known to such Lender (whether as a payment, prepayment or repayment of principal, interest, fees or otherwise; ), individually and collectively, a an “Erroneous Payment”) were erroneously transmitted to such Lender or Secured Party (whether or not known to such Lender or Secured Party), and demands the return of such Erroneous Payment (or a portion thereof), such Lender or Secured Party shall promptly, but in no event later than one two (2) Business Day Days thereafter, return to such the Administrative Agent the amount of any such Erroneous Payment (or portion thereof) as to which such a demand was made made, in same day fundsfunds (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 Lender or Secured Party to the date such amount is repaid to such the Administrative Agent in same day funds at the greater of the Federal Funds Rate and a rate determined by such the Administrative Agent in accordance with banking industry rules on interbank compensation from time to time in effect, and (yii) such Lender shall not assert any right or claim to the extent permitted by applicable law, such Lender or Secured Party shall not assertErroneous Payment, and hereby waives, as to such Administrative Agent, waives any claim, counterclaim, defense or right of set-off or recoupment with respect to any demand, claim or counterclaim by such the Administrative Agent for the return of any Erroneous Payments received, including without limitation waiver of any defense based on “discharge for value” or any similar doctrine. A notice of such the Administrative Agent to any Lender or Secured Party under this Section 9.17 clause (a) shall be conclusive, absent manifest error.. (b) Without limiting immediately preceding clause (a), each Lender hereby further agrees that if it receives an Erroneous Payment from the Administrative Agent (or any of its Affiliates) (i) that is in an amount different than (other than a de minimis difference), 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 Erroneous Payment (an “Erroneous Payment Notice”), or (ii) that was not preceded or accompanied by an Erroneous Payment Notice, it shall be on notice that, CHAR1\2011553v5 in each such case, an error has been made with respect to such Erroneous Payment. Each Lender further agrees that, in each such case, or if it otherwise becomes aware an Erroneous Payment (or portion thereof) may have been sent in error, such Lender shall promptly notify the Administrative Agent of such occurrence and, upon demand from the Administrative Agent, it shall promptly, but in no event later than one (1) Business Day thereafter, return to the Administrative Agent the amount of any such Erroneous Payment (or portion thereof) that was received by such Lender to the date such amount is repaid to the Administrative Agent in same day funds at the greater of the Federal Funds Rate and a rate determined by the Administrative Agent in accordance with banking industry rules on interbank compensation from time to time in effect. (c) The Borrower and each other Loan Party hereby agree that (i) in the event an Erroneous Payment (or portion thereof) is not recovered from any Lender that has received such Erroneous Payment (or portion thereof) for any reason, the Administrative Agent shall be subrogated to all the rights of such Lender with respect to such amount and (ii) an Erroneous Payment shall not pay, prepay, repay, discharge or otherwise satisfy any Obligations owed by the Borrower or any other Loan Party. (d) Each party’s obligations under this Section 10.13 shall survive the resignation or replacement of the Administrative Agent or any transfer of rights or obligations by, or the replacement of, a Lender, the termination of the Commitments or the repayment, satisfaction or discharge of all Obligations (or any portion thereof) under any Loan Document. 10.14

Erroneous Payments. (a) Each Lender and Without limitation of any other Secured Party hereby agrees that (x) provision in this Agreement, if at any time the Administrative Agent notifies such a Lender or Secured Party an Issuing Bank that such Administrative Agent it has determined made a payment hereunder in its sole discretion that error to any funds received by such Lender or Secured Party from such Administrative Agent Issuing Bank, whether or not in respect of a Loan, Letter of Credit or any other obligations of its Affiliates the Borrower or any other Loan Party hereunder due and owing by the Borrower or any other Loan Party at such time, where such payment is (whether as a payment, prepayment 1) in excess of the amount so paid by the Borrower or repayment such other Loan Party in respect of principal, interest, fees or otherwise; individually and collectively, a “Payment”) were erroneously transmitted such obligation to such Lender or Secured Party Issuing Bank (whether or not known then owed); or (2) for any reason otherwise erroneously made by the Administrative Agent (such payment referred to such Lender or Secured Party), as an “Erroneous Payment”) and demands the return of such Erroneous Payment (or a portion thereof), then in any such event, each Lender or Secured Party shall promptlyIssuing Bank receiving an Erroneous Payment severally agrees to repay to the Administrative Agent promptly on demand, but in no event later than one two Business Day Days thereafter, return to such Administrative Agent the amount of any such Erroneous Payment (or portion thereof) received by such Lender as to which such a demand was made in same day fundsimmediately available funds in the currency so received, together with interest thereon in respect of thereon, for each day from and including the date such Erroneous Payment (or portion thereof) was received by such Lender or Secured Party it to but excluding the date of payment to the date such amount is repaid to such Administrative Agent Agent, at the greater of the Federal Funds Effective Rate and a rate determined by such the Administrative Agent in accordance with banking industry rules on interbank compensation from time to time in effect, and (y) to . To the extent permitted by applicable lawLaw, such each Lender or Secured Party shall not assert, and hereby waives, as to such Administrative Agent, each Issuing Bank irrevocably waives any claim, counterclaim, defense or right of set-off or recoupment with respect to any demand, claim or counterclaim by such Administrative Agent for the return of any Payments receivedand all defenses, including without limitation any defense based on “discharge for value” (under which a creditor might otherwise claim a right to retain funds mistakenly paid by a third party in respect of a debt owed by another) or similar defense to its obligation to return any similar doctrineErroneous Payment received. A notice of such The Administrative Agent to any shall inform each Lender or Secured Party under this Section 9.17 shall be conclusiveIssuing Bank promptly upon determining that any payment made to such Lender or Issuing Bank comprised, absent manifest errorin whole or in part, an Erroneous Payment.

Erroneous Payments. (ai) Each Lender and other Secured Party LenderSecuredParty hereby agrees that (x) if any the Collateral Agent or the Administrative Agent notifies such Lender or Secured LenderSecured Party that such the Collateral Agent or the Administrative Agent Agent, as applicable, has determined in its sole discretion that any funds received by any such Lender or Secured LenderSecured Party from such the Collateral Agent or the Administrative Agent Agent, as applicable, or any of its Affiliates were erroneously transmitted to, or otherwise erroneously or mistakenly received by, such LenderSecured Party (whether or not known to such LenderSecured Party) (whether as a payment, prepayment or repayment of principal, interest, fees or otherwise; individually and collectively, a an “Erroneous Payment”) were erroneously transmitted to such Lender or Secured Party (whether or not known to such Lender or Secured Party), and demands the return of such Erroneous Payment (or a portion thereof), such Lender or Secured LenderSecured Party shall promptly, but in no event later than one (1) Business Day thereafter, return to such the Collateral Agent or the Administrative Agent Agent, as applicable, the amount of any such Erroneous Payment (or portion thereof) as to which such a demand was made made, in same day fundsfunds in Dollars, together with and if such LenderSecured Party fails to return the amount of any such Erroneous Payment (or portion thereof) to the Collateral Agent or the Administrative Agent, as applicable, by such Business Day, such LenderSecured Party shall also pay the Collateral Agent or the Administrative Agent, as applicable, interest thereon in respect of each day from and including the date after such Payment (or portion thereof) was received by such Lender or Secured Party Business Day to the date such amount is repaid to such the Collateral Agent or the Administrative Agent Agent, as applicable, in same day funds at the greater of the Federal Funds Rate and a rate determined by such the Collateral Agent or the Administrative Agent Agent, as applicable, in accordance with banking industry rules on interbank compensation from time to time in effect, effect and (y) to the extent permitted by applicable law, such Lender or Secured LenderSecured Party shall not assertassert any right or claim to the Erroneous Payment, and hereby waives, as to such Administrative Agent, any claim, counterclaim, defense or right of set-off or recoupment with respect to any demand, claim or counterclaim by such the Collateral Agent or the Administrative Agent Agent, as applicable, 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 such the Collateral Agent or the Administrative Agent Agent, as applicable, to any Lender or Secured LenderSecured Party under this Section 9.17 clause (i) shall be conclusive, absent manifest error.

Erroneous Payments. (a) Each Lender and other Secured Party each Issuing Lender hereby agrees that (xi) if any the Administrative Agent notifies such Lender or Secured Party Issuing Lender that such the Administrative Agent has determined in its sole discretion that any funds received by such Lender or Secured Party Issuing Lender from such the Administrative Agent or any of its Affiliates affiliates were erroneously transmitted to, or otherwise erroneously or mistakenly received by, such Lender or Issuing Lender (whether or not known to such Lender or Issuing Lender) (whether as a payment, prepayment or repayment of principal, interest, fees or otherwise; individually and collectively, a “Erroneous Payment”) were erroneously transmitted to such Lender or Secured Party (whether or not known to such Lender or Secured Party), and demands the return of such Erroneous Payment (or a portion thereof), such Lender or Secured Party Issuing Lender shall promptly, but in no event later than one Business Day five Banking Days thereafter, return to such the 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, together with interest thereon funds (in respect of each day from and including the date such Payment (or portion thereofcurrency so received) was received by such Lender or Secured Party to the date such amount is repaid to such Administrative Agent at the greater of the Federal Funds Rate and a rate determined by such Administrative Agent in accordance with banking industry rules on interbank compensation from time to time in effect, and (yii) to the extent permitted by applicable law, such Lender or Secured Party Issuing Lender shall not assertassert any right or claim to the Erroneous Payment, and hereby waives, as to such Administrative Agent, any claim, counterclaim, defense or right of set-off or recoupment with respect to any demand, claim or counterclaim by such the Administrative Agent for the return of any Erroneous Payments received, including without limitation waiver of any defense based on “discharge for value” or any similar doctrine. A notice of such the Administrative Agent to any Lender or Secured Party any Issuing Lender under this Section 9.17 clause (a) shall be conclusive, absent manifest error.

Erroneous Payments. (a) Each Lender and other Secured Party Issuing Lender hereby agrees that (x) if any the Administrative Agent notifies such Lender or Secured Party Issuing Lender that such the Administrative Agent has determined in its sole discretion that any funds received by such Lender or Secured Party Issuing Lender from such the Administrative Agent or any of its Affiliates (whether as a payment, prepayment or repayment of principal, interest, fees or otherwise; individually and collectively, a “Payment”) were erroneously transmitted to such Lender or Secured Party Issuing Lender (whether or not known to such Lender or Secured PartyIssuing Lender), and demands the return of such Payment (or a portion thereof), such Lender or Secured Party Issuing Lender, as applicable, shall promptly, but in no event later than one two (2) Business Day Days thereafter, return to such the Administrative Agent the amount of any such Payment (or portion thereof) as to which such a demand was made in same day funds, together with interest thereon in respect of each day from and including the date such Payment (or portion thereof) was received by such Lender or Secured Party Issuing Lender, as applicable, to the date such amount is repaid to such the Administrative Agent at the greater of the Federal Funds NYFRB Rate and a rate determined by such the Administrative Agent in accordance with banking industry rules on interbank compensation from time to time in effect, and (y) to the extent permitted by applicable law, such Lender or Secured Party such Issuing Lender, as applicable, shall not assert, and hereby waives, as to such the Administrative Agent, any claim, counterclaim, defense or right of set-off or recoupment with respect to any demand, claim or counterclaim by such the Administrative Agent for the return of any Payments received, including without limitation any defense based on “discharge for value” or any similar doctrine. A notice of such the Administrative Agent to any Lender or Secured Party Issuing Lender under this Section 9.17 9.12 shall be conclusive, absent manifest error.

Erroneous Payments. (a) Each Lender and other Secured Party hereby agrees that (xi) if any the Administrative Agent notifies such Lender or Secured Party that such the Administrative Agent has determined in its sole discretion that any funds received by such Lender or Secured Party from such the Administrative Agent or any of its Affiliates were erroneously transmitted to, or otherwise erroneously or mistakenly received by, such Lender (whether or not known to such Lender (whether as a payment, prepayment or repayment of principal, interest, fees or otherwise); individually and collectively, a an “Erroneous Payment”) were erroneously transmitted to such Lender or Secured Party (whether or not known to such Lender or Secured Party), and demands the return of such Erroneous Payment (or a portion thereof), such Lender or Secured Party shall promptly, but in no event later than one Business Day thereafter, return to such the Administrative Agent the amount of any such Erroneous Payment (or portion thereof) as to which such a demand was made made, in same day fundsfunds (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 Lender or Secured Party to the date such amount is repaid to such the Administrative Agent in same day funds at the greater of the Federal Funds Overnight Bank Funding Rate and a rate determined by such the Administrative Agent in accordance with banking industry rules on interbank compensation from time to time in effect, effect and (yii) such Lender shall not assert any right or claim to the extent permitted by applicable law, such Lender or Secured Party shall not assertErroneous Payment, and hereby waives, as to such Administrative Agent, waives any claim, counterclaim, defense or right of set-off or recoupment with respect to any demand, claim or counterclaim by such the Administrative Agent for the return of any Erroneous Payments received, including without limitation waiver of any defense based on “discharge for value” or any similar doctrine. A notice of such the Administrative Agent to any Lender or Secured Party under this Section 9.17 clause (a) shall be conclusive, absent manifest error.

Erroneous Payments. (ai) Each Lender and other Secured Party hereby agrees that (x) if any the Collateral Agent or the Administrative Agent notifies such Lender that the Collateral Agent or Secured Party that such the Administrative Agent Agent, as applicable, has determined in its sole discretion that any funds received by such Lender from the Collateral Agent or Secured Party from such the Administrative Agent Agent, as applicable, or any of its Affiliates were erroneously transmitted to, or otherwise erroneously or mistakenly received by, such Lender (whether or not known to such Lender) (whether as a payment, prepayment or repayment of principal, interest, fees or otherwise; individually and collectively, a an “Erroneous Payment”) were erroneously transmitted to such Lender or Secured Party (whether or not known to such Lender or Secured Party), and demands the return of such Erroneous Payment (or a portion thereof), such Lender or Secured Party shall promptly, but in no event later than one (1) Business Day thereafter, return to such the Collateral Agent or the Administrative Agent Agent, as applicable, the amount of any such Erroneous Payment (or portion thereof) as to which such a demand was made made, in same day fundsfunds in Dollars, together with and if such Lender fails to return the amount of any such Erroneous Payment (or portion thereof) to the Collateral Agent or the Administrative Agent, as applicable, by such Business Day, such Lender shall also pay the Collateral Agent or the Administrative Agent, as applicable, interest thereon in respect of each day from and including the date after such Payment (or portion thereof) was received by such Lender or Secured Party Business Day to the date such amount is repaid to such the Collateral Agent or the Administrative Agent Agent, as applicable, in same day funds at the greater of the Federal Funds Rate and a rate determined by such the Collateral Agent or the Administrative Agent Agent, as applicable, in accordance with banking industry rules on interbank compensation from time to time in effect, effect and (y) to the extent permitted by applicable law, such Lender or Secured Party shall not assertassert any right or claim to the Erroneous Payment, and hereby waives, as to such Administrative Agent, any claim, counterclaim, defense or right of set-off or recoupment with respect to any demand, claim or counterclaim by such the Collateral Agent or the Administrative Agent Agent, as applicable, 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 such the Collateral Agent or the Administrative Agent Agent, as applicable, to any Lender or Secured Party under this Section 9.17 clause (i) shall be conclusive, absent manifest error.

Erroneous Payments. (a) Each Lender and other Secured Party Letter of Credit Issuer hereby agrees that (xi) if any the Administrative Agent notifies such Lender or Secured Party Letter of Credit Issuer that such the Administrative Agent has determined in its sole discretion that any funds received by such Lender or Secured Party Letter of Credit Issuer from such the Administrative Agent or any of its Affiliates (whether as a payment, prepayment or repayment of principal, interest, fees or otherwise; individually and collectively, a “Payment”) were erroneously transmitted to such Lender or Secured Party Letter of Credit Issuer (whether or not known to such Lender or Secured PartyLetter of Credit Issuer), and demands the return of such Payment (or a portion thereof), such Lender or Secured Party Letter of Credit Issuer shall promptly, but in no event later than one (1) Business Day thereafterthereafter (or such later date as the Administrative Agent may, in its sole discretion, specify in writing), return to such the Administrative Agent the amount of any such Payment (or portion thereof) as to which such a demand was made in same day funds, 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 Payment (or portion thereof) was received by such Lender or Secured Party Letter of Credit Issuer to the date such amount is repaid to such the Administrative Agent at the greater of the Federal Funds NYFRB Rate and a rate determined by such the Administrative Agent in accordance with banking industry rules on interbank compensation from time to time in effect, and (yii) to the extent permitted by applicable law, such Lender or Secured Party Letter of Credit Issuer shall not assert, and hereby waives, as to such the Administrative Agent, any claim, counterclaim, defense or right of set-off or recoupment with respect to any demand, claim or counterclaim by such the Administrative Agent for the return of any Payments received, including without limitation any defense based on “discharge for value” or any similar doctrine. A notice of such the Administrative Agent to any Lender or Secured Party under this Section 9.17 13.28 shall be conclusive, absent manifest error.. (b) Each Lender and Letter of Credit Issuer hereby further agrees that if it receives a Payment from the 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 sent by the Administrative Agent (or any of its Affiliates) with respect to such Payment (a “Payment Notice”) or (ii) that was not preceded or accompanied by a Payment Notice, it shall be on notice, in each such case, that an error has been made with respect to such Payment. Each Lender and Letter of -169- Exhibit B Certain Disclosure Schedules [Intentionally Omitted]

Erroneous Payments. (a) Each Lender and other Secured Party each Issuing Bank hereby agrees that (x) if any the Administrative Agent notifies such Lender or Secured Party Issuing Bank, as applicable, that such the Administrative Agent has determined in its sole discretion that any funds received by such Lender or Secured Party Issuing Bank, as applicable, from such the Administrative Agent or any of its Affiliates (whether as a payment, prepayment or repayment of principal, interest, fees or otherwise; individually and collectively, a “Payment”) were erroneously transmitted to such Lender or Secured Party Issuing Bank (whether or not known to such Lender or Secured PartyIssuing Bank, as applicable), and demands the return of such Payment (or a portion thereof), such Lender or Secured Party Issuing Bank, as applicable, shall promptly, but in no event later than one Business Day thereafter, return to such the Administrative Agent the amount of any such Payment (or portion thereof) as to which such a demand was made in same day funds, together with interest thereon in respect of each day from and including the date such Payment (or portion thereof) was received by such Lender or Secured Party Issuing Bank, as applicable, to the date such amount is repaid to such the Administrative Agent at the greater of the Federal Funds Effective Rate and a rate determined by such the Administrative Agent in accordance with banking industry rules on interbank compensation from time to time in effect, and (y) to the extent permitted by applicable law, such no Lender or Secured Party Issuing Bank shall not assert, and each Lender and Issuing Bank hereby waives, as to such the Administrative Agent, any claim, counterclaim, defense or right of set-off or recoupment with respect to any demand, claim or counterclaim by such the Administrative Agent for the return of any Payments received, including without limitation any defense based on “discharge for value” or any similar doctrine. A notice of such the Administrative Agent to any Lender or Secured Party any Issuing Bank under this Section 9.17 paragraph shall be conclusive, absent manifest error. 128 Each Lender and each Issuing Bank hereby further agrees that if it receives a 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 (a “Payment Notice”) or (y) that was not preceded or accompanied by a Payment Notice, it shall be on notice, in each such case, that an error has been made with respect to such Payment. Each Lender and each Issuing Bank agrees that, in each such case, or if it otherwise becomes aware a Payment (or portion thereof) may have been sent in error, such Lender or Issuing Bank, as applicable, shall promptly notify the Administrative Agent of such occurrence and, upon demand from the Administrative Agent, it shall promptly, but in no event later than one Business Day thereafter, return to the Administrative Agent the amount of any such Payment (or portion thereof) as to which such a demand was made in same day funds, together with interest thereon in respect of each day from and including the date such Payment (or portion thereof) was received by such Lender or Issuing Bank, as applicable, to the date such amount is repaid to the Administrative Agent at the greater of the Federal Funds Effective Rate and a rate determined by the Administrative Agent in accordance with banking industry rules on interbank compensation from time to time in effect. Holdings and each Subsidiary hereby agrees that (x) in the event an erroneous Payment (or portion thereof) is not recovered from any Lender or any Issuing Bank, as applicable, that has received such Payment (or portion thereof) for any reason, the Administrative Agent shall be subrogated to all the rights of such Lender or such Issuing Bank under this Agreement or any Loan Document, as applicable, with respect to such amount and (y) an erroneous Payment shall not pay, prepay, repay, discharge or otherwise satisfy any obligations owed by the Borrower, Holdings or any Subsidiary under or in connection with this Agreement or other Loan Documents. Each party’s obligations under this Section 9.20 shall survive the resignation or replacement of the Administrative Agent or any transfer of rights or obligations by, or the replacement of, a Lender or an Issuing Bank, the termination of the Commitments or the repayment, satisfaction or discharge of all obligations owed by the Borrower, Holdings or any Subsidiary under or in connection with this Agreement or other Loan Documents.