Common use of Erroneous Payment Clause in Contracts

Erroneous Payment. (a) Each Purchaser hereby agrees that (i) if the Administrator notifies such Purchaser that the Administrator has determined in its sole discretion that any funds received by such Purchaser from the Administrator or any of its Affiliates were erroneously transmitted to, or otherwise erroneously or mistakenly received by, such Purchaser (whether or not known to such Purchaser (whether as a payment, prepayment or repayment of principal, interest, fees or otherwise); individually and collectively, an “Erroneous Payment”) and demands the return of such Erroneous Payment (or a portion thereof), such Purchaser shall promptly, but in no event later than one Business Day thereafter, return to the Administrator the amount of any such Erroneous Payment (or portion thereof) as to which such a demand was made, in same day funds (in the currency so received), together with interest thereon in respect of each day from and including the date such Erroneous Payment (or portion thereof) was received by such Purchaser to the date such amount is repaid to the Administrator in same day funds at the greater of the Overnight Bank Funding Rate and a rate determined by the Administrator in accordance with banking industry rules on interbank compensation from time to time in effect and (ii) such Purchaser shall not assert any right or claim to the Erroneous Payment, and hereby waives any claim, counterclaim, defense or right of set-off or recoupment with respect to any demand, claim or counterclaim by the Administrator for the return of any Erroneous Payments received, including without limitation waiver of any defense based on “discharge for value” or any similar doctrine. A notice of the Administrator to any Purchaser under this clause (a) shall be conclusive, absent manifest error. (b) Without limiting immediately preceding clause (a), each Purchaser hereby further agrees that if it receives an Erroneous Payment from the Administrator (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 Administrator (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 Purchaser 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 Purchaser shall promptly notify the Administrator of such occurrence and, upon demand from the Administrator, it shall promptly, but in no event later than one (1) Business Day thereafter, return to the Administrator the amount of any such Erroneous Payment (or portion thereof) that was received by such Purchaser to the date such amount is repaid to the Administrator in same day funds at the greater of the Overnight Bank Funding Rate and a rate determined by the Administrator in accordance with banking industry rules on interbank compensation from time to time in effect. (c) The Seller and each other Purchaser hereby agree that (i) in the event an Erroneous Payment (or portion thereof) is not recovered from any Purchaser that has received such Erroneous Payment (or portion thereof) for any reason, the Administrator shall be subrogated to all the rights of such Purchaser with respect to such amount and (ii) an Erroneous Payment shall not pay, prepay, repay, discharge or otherwise satisfy any obligations owed by the Seller, any Originator or the Servicer, except that 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 Administrator from the Seller, any Originator or the Servicer for the purpose of making such Erroneous Payment. (d) Each party’s obligations under this Section 4.8 shall survive the resignation or replacement of the Administrator or any transfer of rights or obligations by, or the replacement of, a Purchaser, the termination of the Commitments or the repayment, satisfaction or discharge of all Seller’s obligations (or any portion thereof) under any Transaction Document.

Erroneous Payment. (a) Each Purchaser Lender hereby agrees that (i) if the Administrator Administrative Agent notifies such Purchaser Lender that the Administrator Administrative Agent has determined in its sole discretion that any funds received by such Purchaser Lender from the Administrator Administrative Agent or any of its Affiliates were erroneously or mistakenly transmitted to, or otherwise erroneously or mistakenly received by, such Purchaser Lender (whether or not known to such Purchaser Lender) (whether as a payment, prepayment or repayment of principal, interest, fees or otherwise); individually and collectively, an “Erroneous Payment”) and demands the return of such Erroneous Payment (or a portion thereof), such Purchaser Lender shall promptly, but in no event later than one Business Day thereafter, return to the Administrator Administrative Agent the amount of any such Erroneous Payment (or portion thereof) as to which such a demand was made, in same day funds (in the currency so received), together with interest thereon in respect of each day from and including the date such Erroneous Payment (or portion thereof) was received by such Purchaser Lender to the date such amount is repaid to the Administrator Administrative Agent in same day funds at the greater of the Overnight Bank Funding Federal Funds Effective Rate and a rate determined by the Administrator Administrative Agent in accordance with banking industry rules on interbank compensation from time to time in effect and (ii) to the extent permitted by applicable law, such Purchaser Lender shall not assert any right or claim to the Erroneous Payment, and hereby waives any claim, counterclaim, defense or right of set-off or recoupment with respect to any demand, claim or counterclaim by the Administrator Administrative Agent for the return of any Erroneous Payments received, including including, without limitation limitation, waiver of any defense based on “discharge for value” or any similar theory or doctrine. A notice of the Administrator Administrative Agent to any Purchaser Lender under this clause (a) shall be conclusive, absent manifest error. (b) Without limiting immediately preceding clause (a), each Purchaser Lender hereby further agrees that if it receives an Erroneous Payment a payment from the Administrator Administrative Agent (or any of its Affiliates) (ix) that is in an a different amount different than (other than a de minimis difference)than, or on a different date from, that specified in a notice of payment sent by the Administrator Administrative Agent, (or any of its Affiliates) with respect to such Erroneous Payment (an “Erroneous Payment Notice”), or (iiy) that was not preceded or accompanied by an Erroneous Payment Noticenotice of payment, it shall be on notice thator (z) that such Lender otherwise becomes aware was transmitted, or received, in error or by mistake (in whole or in part), then in each such case, if an error has been made each such Lender is deemed to have knowledge of such error at the time of receipt of 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 such any demand, claim or counterclaim by the Administrative Agent for the return of any Erroneous PaymentPayments received, including without limitation waiver of any defense based on “discharge for value” or any similar theory or doctrine. Each Purchaser further Lender agrees that, in each such case, or if it otherwise becomes aware an Erroneous Payment shall promptly (and, in all events, within one Business Day of its knowledge (or portion thereofdeemed knowledge) may have been sent in of such error, such Purchaser shall promptly ) notify the Administrator Administrative Agent of such occurrence and, upon demand from the AdministratorAdministrative Agent, it shall promptly, but in all events no event later than one (1) Business Day thereafter, return to the Administrator Administrative Agent the amount of any such Erroneous Payment (or portion thereof) that as to which such a demand was made in same day funds (in the currency so received), together with interest thereon in respect of each day from and including the date such Erroneous Payment (or portion thereof) was received by such Purchaser Lender to the date such amount is repaid to the Administrator Administrative Agent in same day funds at the greater of the Overnight Bank Funding Federal Funds Effective Rate and a rate determined by the Administrator Administrative Agent in accordance with banking industry rules on interbank compensation from time to time in effect. (c) The Seller Borrower and each other Purchaser Credit Party hereby agree agrees that (ix) in the event an Erroneous Payment (or portion thereof) is not recovered from any Purchaser Lender that has received such Erroneous Payment (or portion thereof) for any reasonreason (and without limiting the Administrative Agent’s rights and remedies under this Section 9.14), the Administrator Administrative Agent shall be subrogated to all the rights of such Purchaser Lender with respect to such amount and (iiy) an Erroneous Payment shall not pay, prepay, repay, discharge or otherwise satisfy any obligations Obligations owed by the SellerBorrower or any other Credit Party, any Originator or the Servicerexcept, except that in each case, to the extent such Erroneous Payment is, and solely with respect to the amount of such Erroneous Payment that is, (i) comprised of funds received by the Administrator Administrative Agent from the Seller, Borrower or any Originator other Credit Party or (ii) the Servicer proceeds of realization from the enforcement of one or more of the Credit Documents against or in respect of the Borrower or one or more of the Credit Parties in each case for the purpose of making such Erroneous Payment. (d) In addition to any rights and remedies of the Administrative Agent provided by law, the Administrative Agent shall have the right, without prior notice to any Lender, any such notice being expressly waived by such Lender to the extent permitted by applicable law, with respect to any Erroneous Payment for which a demand has been made in accordance with this Section 9.14 and which has not been returned to the Administrative Agent, to set off and appropriate and apply against such amount any and all deposits (general or special, time or demand, provisional or final but excluding trust accounts), in any currency, and any other credits, indebtedness or claims, in any currency, in each case whether direct or indirect, absolute or contingent, matured or unmatured, at any time held or owing by Administrative Agent or any of its Affiliate, branch or agency thereof to or for the credit or the account of such Lender. The Administrative Agent agrees promptly to notify the Lender after any such setoff and application made by Administrative Agent; provided, that the failure to give such notice shall not affect the validity of such setoff and application. (e) Each party’s obligations under this Section 4.8 9.14 shall survive the resignation or replacement of the Administrator or any transfer of rights or obligations by, or the replacement of, a PurchaserAdministrative Agent, the termination of the Commitments or the repayment, satisfaction or discharge of all Seller’s obligations Obligations (or any portion thereof) under any Transaction Credit Document.

Erroneous Payment. (a) Each Purchaser Lender hereby agrees that (i) if the Administrator Administrative Agent notifies such Purchaser Lender that the Administrator Administrative Agent has determined in its sole discretion that any funds received by such Purchaser Lender from the Administrator Administrative Agent or any of its Affiliates were erroneously transmitted to, or otherwise erroneously or mistakenly received by, such Purchaser Lender (whether or not known to such Purchaser Lender) (whether as a payment, prepayment or repayment of principal, interest, fees or otherwise); individually and collectively, an “Erroneous Payment”) and demands the return of such Erroneous Payment (or a portion thereof), such Purchaser Lender shall promptly, but in any event no event later than one (1) Business Day thereafter, return to the Administrator Administrative Agent the amount of any such Erroneous Payment (or portion thereof) as to which such a demand was made, in same day funds (in the currency so received), together with interest thereon in respect of each day from and including the date such Erroneous Payment (or portion thereof) was received by such Purchaser Lender to the date such amount is repaid to the Administrator Administrative Agent in same day funds at the greater of the Overnight Bank Funding Federal Funds Rate and a rate determined by the Administrator Administrative Agent in accordance with banking industry rules on interbank compensation from time to time in effect and (ii) to the extent permitted by applicable law, such Purchaser Lender shall not assert any right or claim to the Erroneous Payment, and hereby waives waives, any claim, counterclaim, defense or right of set-off or recoupment with respect to any demand, claim or counterclaim by the Administrator Administrative Agent for the return of any Erroneous Payments received, including, without limitation, waiver of any defense based on “discharge for value” or any similar doctrine. A notice of the Administrative Agent to any Lender under this clause (a) shall be conclusive, absent manifest error. (b) Without limiting the 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) (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 Erroneous Payment (an “Erroneous Payment Notice”), or (y) that such Lender otherwise becomes aware was transmitted, or received, in error or by mistake (in whole or in part), in each case, such Erroneous Payment was an error (and that such Lender is deemed to have knowledge of such error at the time of receipt of 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 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 the Administrator to any Purchaser under this clause (a) shall be conclusive, absent manifest error. (b) Without limiting immediately preceding clause (a), each Purchaser hereby further agrees that if it receives an Erroneous Payment from the Administrator (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 Administrator (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 Purchaser further Lender agrees that, in each such case, or if it otherwise becomes aware an Erroneous Payment shall promptly (and in any event within one (1) Business Day of its knowledge (or portion thereofdeemed knowledge) may have been sent in of such error, such Purchaser shall promptly ) notify the Administrator Administrative Agent of such occurrence and, upon demand from the AdministratorAdministrative Agent, it shall promptly, but in any event no event later than one (1) one Business Day thereafter, return to the Administrator Administrative Agent the amount of any such Erroneous Payment (or portion thereof) that as to which such a demand was made in same day funds (in the currency so received), together with interest thereon in respect of each day from and including the date such Erroneous Payment (or portion thereof) was received by such Purchaser Lender to the date such amount is repaid to the Administrator Administrative Agent in same day funds at the greater of the Overnight Bank Funding Federal Funds Rate and a rate determined by the Administrator Administrative Agent in accordance with banking industry rules on interbank compensation from time to time in effect. (c) The Seller Each Lender, the Borrower, the Seller, the Servicer and each other Purchaser the Sponsor hereby agree that (ix) in the event an Erroneous Payment (or portion thereof) is not recovered from any Purchaser Lender that has received such Erroneous Payment (or portion thereof) for any reason, the Administrator Administrative Agent shall be subrogated to all the rights of or against such Purchaser Lender with respect to such amount and (iiy) an Erroneous Payment shall not pay, prepay, repay, discharge or otherwise satisfy any obligations Obligations owed by the Borrower, the Seller, any Originator the Servicer or the ServicerSponsor, except that 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 Administrator Administrative Agent from the Seller, Borrower or any Originator or the Servicer other Loan Party for the purpose of making such Erroneous Payment. (d) Each party’s obligations under this Section 4.8 7.13 shall survive the resignation or replacement of the Administrator or any transfer of rights or obligations by, or the replacement of, a PurchaserAdministrative Agent, the termination of the Commitments Termination Date or the repayment, satisfaction or discharge of all Seller’s obligations Obligations (or any portion thereof) under any Transaction Facility Document.

Erroneous Payment. (a) Each Purchaser Lender and each Issuing Lender (and each Participant of any of the foregoing, by its acceptance of a Participation) hereby acknowledges and agrees that (i) if the Administrator Administrative Agent notifies such Purchaser Lender or Issuing Lender that the Administrator Administrative Agent has determined in its sole discretion that any funds (or any portion thereof) received by such Purchaser Lender or Issuing Lender (any of the foregoing, a “Payment Recipient”) from the Administrator Administrative Agent (or any of its Affiliates Affiliates) were erroneously transmitted to, or otherwise erroneously or mistakenly received by, such Purchaser Payment Recipient (whether or not known to such Purchaser Payment Recipient) (whether as a payment, prepayment or repayment of principal, interest, fees or otherwise); individually and collectively, an a “Erroneous Payment”) and demands the return of such Erroneous Payment (or a portion thereof)Payment, such Purchaser Payment Recipient shall promptly, but in no event later than one Business Day thereafter, return to the Administrator Administrative Agent the amount of any such Erroneous Payment as to which such a demand was made. A notice of the Administrative Agent to any Payment Recipient under this Section shall be conclusive, absent manifest error. (b) Without limitation of clause (a) above, each Payment Recipient further acknowledges and agrees that if such Payment Recipient receives a Payment from the Administrative Agent (or any of its Affiliates) (x) that is in an amount, or on a date different from the amount and/or date specified in a notice of payment sent by the Administrative Agent (or any of its Affiliates) with respect to such Payment (a “Payment Notice”), (y) that was not preceded or accompanied by a Payment Notice, or (z) that such Payment Recipient otherwise becomes aware was transmitted, or received, in error or by mistake (in whole or in part), in each case, it understands and agrees at the time of receipt of such Payment that an error has been made (and that it is deemed to have knowledge of such error) with respect to such Payment. Each Payment Recipient agrees that, in each such case, it shall promptly notify the Administrative Agent of such occurrence and, upon demand from the Administrative Agent, it shall promptly, but in no event later than one Business Day thereafter, return to the Administrative Agent the amount of any such Payment (or portion thereof) as to which such a demand was made, . (c) Any Payment required to be returned by a Payment Recipient under this Section shall be made in same same-day funds (in the currency so received), together with interest thereon in respect of each day from and including the date such Erroneous Payment (or portion thereof) was received by such Purchaser Payment Recipient to the date such amount is repaid to the Administrator in same day funds Administrative Agent at the greater of the Overnight Bank Funding Federal Funds Effective Rate and a rate determined by the Administrator in accordance with banking industry rules on interbank compensation from time to time in effect and (ii) such Purchaser shall not assert any right or claim to the Erroneous Payment, and hereby waives any claim, counterclaim, defense or right of set-off or recoupment with respect to any demand, claim or counterclaim by the Administrator for the return of any Erroneous Payments received, including without limitation waiver of any defense based on “discharge for value” or any similar doctrine. A notice of the Administrator to any Purchaser under this clause (a) shall be conclusive, absent manifest error. (b) Without limiting immediately preceding clause (a), each Purchaser hereby further agrees that if it receives an Erroneous Payment from the Administrator (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 Administrator (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 Purchaser 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 Purchaser shall promptly notify the Administrator of such occurrence and, upon demand from the Administrator, it shall promptly, but in no event later than one (1) Business Day thereafter, return to the Administrator the amount of any such Erroneous Payment (or portion thereof) that was received by such Purchaser to the date such amount is repaid to the Administrator in same day funds at the greater of the Overnight Bank Funding Rate and a rate determined by the Administrator Administrative Agent in accordance with banking industry rules on interbank compensation from time to time in effect. Each Payment Recipient hereby agrees that it shall not assert and, to the fullest extent permitted by applicable law, hereby waives, any right to retain such Payment, and any claim, counterclaim, defense or right of set-off or recoupment or similar right to any demand by the Administrative Agent for the return of any Payment received, including without limitation any defense based on “discharge for value” or any similar doctrine. (cd) The Seller Borrower and each other Purchaser Guarantor hereby agree agrees that (ix) in the event an Erroneous erroneous Payment (or portion thereof) is not recovered from any Purchaser Lender that has received such Erroneous Payment (or portion thereof) for any reason, the Administrator Administrative Agent shall be subrogated to all the rights of such Purchaser Lender with respect to such amount and (iiy) an Erroneous erroneous Payment shall not pay, prepay, repay, discharge or otherwise satisfy any obligations Obligations owed by the SellerBorrower or any Guarantor except, any Originator or the Servicer, except that in each case, to the extent such Erroneous erroneous Payment is, and solely with respect to the amount of such Erroneous erroneous Payment that is, comprised of funds received by of the Administrator from the Seller, Borrower or any Originator or the Servicer for the purpose of making such Erroneous PaymentGuarantor. (de) Each party’s obligations obligations, agreements and waivers under this Section 4.8 8.12 shall survive the resignation or replacement of the Administrator or Administrative Agent, any transfer of rights or obligations by, or the replacement of, a PurchaserLender or Issuing Lender, the termination of the Commitments or and/or the repayment, satisfaction or discharge of all Seller’s obligations Obligations (or any portion thereof) under any Transaction Loan Document.

Erroneous Payment. If the Administrative Agent notifies a Lender, Issuing Bank or Secured Party, or any Person who has received funds on behalf of a Lender, Issuing Bank or Secured Party such Lender or Issuing Bank (aany such Lender, Issuing Bank, Secured Party or other recipient, a “Payment Recipient”) Each Purchaser hereby agrees that (i) if the Administrator notifies such Purchaser that the Administrator Administrative Agent has determined in its sole discretion (whether or not after receipt of any notice under Section 8.12(b)) that any funds received by such Purchaser Payment Recipient from the Administrator Administrative Agent or any of its Affiliates were erroneously transmitted to, or otherwise erroneously or mistakenly received by, such Purchaser Payment Recipient (whether or not known to such Purchaser Lender, Issuing Bank, Secured Party or other Payment Recipient on its behalf) (any such funds, whether received as a payment, prepayment or repayment of principal, interest, fees fees, distribution or otherwise); , individually and collectively, an “Erroneous Payment”) and demands the return of such Erroneous Payment (or a portion thereof) (provided, that, without limiting any other rights or remedies (whether at law or in equity), the Administrative Agent may not make any such demand under this clause (a) with respect to an Erroneous Payment unless such demand is made within 90 days of the date of receipt of such Erroneous Payment by the applicable Payment Recipient), such Purchaser Erroneous Payment shall at all times remain the property of the Administrative Agent and shall be segregated by the Payment Recipient and held in trust for the benefit of the Administrative Agent, and such Lender, Issuing Bank or Secured Party shall (or, with respect to any Payment Recipient who received such funds on its behalf, shall cause such Payment Recipient to) promptly, but in no event later than one two Business Day Days thereafter, return to the Administrator Administrative Agent the amount of any such Erroneous Payment (or portion thereof) as to which such a demand was made, in same day funds (in the currency so received), together with interest thereon in respect of each day from and including the date such Erroneous Payment (or portion thereof) was received by such Purchaser Payment Recipient to the date such amount is repaid to the Administrator Administrative Agent in same day funds at the greater of the Overnight Bank Funding Federal Funds Rate and a rate determined by the Administrator in accordance with banking industry rules on interbank compensation from time to time in effect and (ii) such Purchaser shall not assert any right or claim to the Erroneous Payment, and hereby waives any claim, counterclaim, defense or right of set-off or recoupment with respect to any demand, claim or counterclaim by the Administrator for the return of any Erroneous Payments received, including without limitation waiver of any defense based on “discharge for value” or any similar doctrine. A notice of the Administrator to any Purchaser under this clause (a) shall be conclusive, absent manifest error. (b) Without limiting immediately preceding clause (a), each Purchaser hereby further agrees that if it receives an Erroneous Payment from the Administrator (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 Administrator (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 Purchaser 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 Purchaser shall promptly notify the Administrator of such occurrence and, upon demand from the Administrator, it shall promptly, but in no event later than one (1) Business Day thereafter, return to the Administrator the amount of any such Erroneous Payment (or portion thereof) that was received by such Purchaser to the date such amount is repaid to the Administrator in same day funds at the greater of the Overnight Bank Funding Rate and a rate determined by the Administrator Administrative Agent in accordance with banking industry rules on interbank compensation from time to time in effect. . A notice of the Administrative Agent to any Payment Recipient under this clause (ca) The Seller and each other Purchaser hereby agree that (i) in the event an Erroneous Payment (or portion thereof) is not recovered from any Purchaser that has received such Erroneous Payment (or portion thereof) for any reason, the Administrator shall be subrogated to all the rights of such Purchaser with respect to such amount and (ii) an Erroneous Payment shall not payconclusive, prepay, repay, discharge or otherwise satisfy any obligations owed by the Seller, any Originator or the Servicer, except that 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 Administrator from the Seller, any Originator or the Servicer for the purpose of making such Erroneous Paymentabsent manifest error. (d) Each party’s obligations under this Section 4.8 shall survive the resignation or replacement of the Administrator or any transfer of rights or obligations by, or the replacement of, a Purchaser, the termination of the Commitments or the repayment, satisfaction or discharge of all Seller’s obligations (or any portion thereof) under any Transaction Document.

Erroneous Payment. (a) Each Purchaser hereby agrees that If the Administrative Agent notifies a Lender or Secured Party, or any Person who has received funds on behalf of a Lender or Secured Party such Lender (iany such Lender, Secured Party or other recipient, a “Payment Recipient”) if the Administrator notifies such Purchaser that the Administrator Administrative Agent has determined in its sole discretion (whether or not after receipt of any notice under immediately succeeding clause (b)) that any funds received by such Purchaser Payment Recipient from the Administrator Administrative Agent or any of its Affiliates were erroneously transmitted to, or otherwise erroneously or mistakenly received by, such Purchaser Payment Recipient (whether or not known to such Purchaser Lender, Secured Party or other Payment Recipient on its behalf) (any such funds, whether received as a payment, prepayment or repayment of principal, interest, fees fees, distribution or otherwise); , individually and collectively, an “Erroneous Payment”) and demands the return of such Erroneous Payment (or a portion thereof), such Purchaser Erroneous Payment shall at all times remain the property of the Administrative Agent and shall be segregated by the Payment Recipient and held in trust for the benefit of the Administrative Agent, and such Lender or Secured Party shall (or, with respect to any Payment Recipient who received such funds on its behalf, shall cause such Payment Recipient to) promptly, but in no event later than one two (2) Business Day Days thereafter, return to the Administrator Administrative Agent the amount of any such Erroneous Payment (or portion thereof) as to which such a demand was made, in same day funds (in the currency so received), together with interest thereon in respect of each day from and including the date such Erroneous Payment (or portion thereof) was received by such Purchaser Payment Recipient to the date such amount is repaid to the Administrator Administrative Agent in same day funds at the greater of the Overnight Bank Funding Rate and a rate determined by the Administrator Administrative Agent in accordance with banking industry rules on interbank compensation from time to time in effect and (ii) such Purchaser shall not assert any right or claim to the Erroneous Payment, and hereby waives any claim, counterclaim, defense or right of set-off or recoupment with respect to any demand, claim or counterclaim by the Administrator for the return of any Erroneous Payments received, including without limitation waiver of any defense based on “discharge for value” or any similar doctrineeffect. A notice of the Administrator Administrative Agent to any Purchaser Payment Recipient under this clause (a) shall be conclusive, absent manifest error. (b) Without limiting immediately preceding clause (a), each Purchaser Lender or Secured Party, or any Person who has received funds on behalf of a Lender or Secured Party such Lender, hereby further agrees that if it receives an Erroneous Payment a payment, prepayment or repayment (whether received as a payment, prepayment or repayment of principal, interest, fees, distribution or otherwise) from the Administrator Administrative Agent (or any of its Affiliates) (ix) that is in an a different amount different than (other than a de minimis difference)than, or on a different date from, that specified in a notice of payment payment, prepayment or repayment sent by the Administrator Administrative Agent (or any of its Affiliates) with respect to such Erroneous Payment payment, prepayment or repayment, (an “Erroneous Payment Notice”), or (iiy) that was not preceded or accompanied by a notice of payment, prepayment or repayment sent by the Administrative Agent (or any of its Affiliates), or (z) that such Lender or Secured Party, or other such recipient, otherwise becomes aware was transmitted, or received, in error or by mistake (in whole or in part) in each case: (A) in the case of immediately preceding clauses (x) or (y), an Erroneous Payment Notice, it error shall be on notice that, in each such case, presumed to have been made (absent written confirmation from the Administrative Agent to the contrary) or (B) an error has been made (in the case of immediately preceding clause (z)), in each case, with respect to such Erroneous Payment. Each Purchaser further agrees thatpayment, prepayment or repayment; and (ii) such Lender or Secured Party shall (and shall cause any other recipient that receives funds on its respective behalf to) promptly (and, in each such caseall events, or if it otherwise becomes aware an Erroneous Payment (or portion thereof) may have been sent in error, such Purchaser shall promptly notify the Administrator of such occurrence and, upon demand from the Administrator, it shall promptly, but in no event later than within one (1) Business Day thereafterof its knowledge of such error) notify the Administrative Agent of its receipt of such payment, return prepayment or repayment, the details thereof (in reasonable detail) and that it is so notifying the Administrative Agent pursuant to the Administrator the amount of any such Erroneous Payment (or portion thereof) that was received by such Purchaser to the date such amount is repaid to the Administrator in same day funds at the greater of the Overnight Bank Funding Rate and a rate determined by the Administrator in accordance with banking industry rules on interbank compensation from time to time in effectthis Section 10.11(b). (c) The Seller Each Lender or Secured Party hereby authorizes the Administrative Agent to set off, net and each other Purchaser hereby agree that apply any and all amounts at any time owing to such Lender or Secured Party under any Transaction Document, or otherwise payable or distributable by the Administrative Agent to such Lender or Secured Party from any source, against any amount due to the Administrative Agent under immediately preceding clause (ia) in or under the indemnification provisions of this Agreement. (d) In the event that an Erroneous Payment (or portion thereof) is not recovered by the Administrative Agent for any reason, after demand therefor by the Administrative Agent in accordance with immediately preceding clause (a), from any Purchaser Lender that has received such Erroneous Payment (or portion thereof) for (and/or from any reasonPayment Recipient who received such Erroneous Payment (or portion thereof) on its respective behalf) (such unrecovered amount, an “Erroneous Payment Return Deficiency”), upon the Administrative Agent’s notice to such Lender at any time, (i) such Lender shall be deemed to have assigned its Loans (but not its Commitments) with respect to which such Erroneous Payment was made (the “Erroneous Payment Impacted Loan”) in an amount equal to the Erroneous Payment Return Deficiency (or such lesser amount as the Administrative Agent may specify) (such assignment of the Loans (but not Commitments) of the Erroneous Payment Impacted Loan, the Administrator “Erroneous Payment Deficiency Assignment”) at par plus any accrued and unpaid interest (with the assignment fee to be waived by the Administrative Agent in such instance), and is hereby (together with the Borrower) deemed to execute and deliver an Assignment and Acceptance Agreement with respect to such Erroneous Payment Deficiency Assignment, and such Lender shall deliver any notes evidencing such Loans to the Borrower or the Administrative Agent, (ii) the Administrative Agent as the assignee Lender shall be deemed to acquire the Erroneous Payment Deficiency Assignment, (iii) upon such deemed acquisition, the Administrative Agent as the assignee Lender shall become a Lender, as applicable, hereunder with respect to such Erroneous Payment Deficiency Assignment and the assigning Lender shall cease to be a Lender, as applicable, hereunder with respect to such Erroneous Payment Deficiency Assignment, excluding, for the avoidance of doubt, its obligations under the indemnification provisions of this Agreement and its applicable Commitments which shall survive as to such assigning Lender and (iv) the Administrative Agent may reflect in the Register its ownership interest in the Loans subject to the Erroneous Payment Deficiency Assignment. The Administrative Agent may, in its discretion, sell any Loans acquired pursuant to an Erroneous Payment Deficiency Assignment and upon receipt of the proceeds of such sale, the Erroneous Payment Return Deficiency owing by the applicable Lender shall be reduced by the net proceeds of the sale of such Loan (or portion thereof), and the Administrative Agent shall retain all other rights, remedies and claims against such Lender (and/or against any recipient that receives funds on its respective behalf). For the avoidance of doubt, no Erroneous Payment Deficiency Assignment will reduce the Commitments of any Lender and such Commitments shall remain available in accordance with the terms of this Agreement. In addition, each party hereto agrees that, except to the extent that the Administrative Agent has sold a Loan (or portion thereof) acquired pursuant to an Erroneous Payment Deficiency Assignment, and irrespective of whether the Administrative Agent may be equitably subrogated, the Administrative Agent shall be contractually subrogated to all the rights and interests of such Purchaser the applicable Lender or Secured Party under the Transaction Documents with respect to such amount and each Erroneous Payment Return Deficiency (iithe “Erroneous Payment Subrogation Rights”). (e) The parties hereto agree that an Erroneous Payment shall not pay, prepay, repay, discharge or otherwise satisfy any obligations Borrower Obligations owed by the SellerBorrower, any Originator or the Servicerexcept, except that 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 Administrator Administrative Agent from the Seller, any Originator or the Servicer Borrower for the purpose of making such Erroneous Payment. (df) To the extent permitted by applicable Law, no Payment Recipient shall assert any right or claim to an Erroneous Payment, and hereby waives, and is deemed to waive, any claim, counterclaim, defense or right of set-off or recoupment with respect to any demand, claim or counterclaim by the Administrative Agent for the return of any Erroneous Payment received, including without limitation waiver of any defense based on “discharge for value” or any similar doctrine (g) Each party’s obligations obligations, agreements and waivers under this Section 4.8 10.11 shall survive the resignation or replacement of the Administrator or any transfer of rights or obligations by, or the replacement of, a PurchaserAdministrative Agent, the termination of the Commitments or and/or the repayment, satisfaction or discharge of all Seller’s obligations Borrower Obligations (or any portion thereof) under any Transaction Document.

Erroneous Payment. (a) Each Purchaser hereby agrees that If the Administrative Agent notifies a Lender or any Person who has received funds on behalf of a Lender, such Lender (iany such Lender or other recipient, a “Payment Recipient”) if the Administrator notifies such Purchaser that the Administrator Administrative Agent has determined in its sole discretion (whether or not after receipt of any notice under immediately succeeding clause (b)) that any funds received by such Purchaser Payment Recipient from the Administrator Administrative Agent or any of its Affiliates were erroneously transmitted to, or otherwise erroneously or mistakenly received by, such Purchaser Payment Recipient (whether or not known to such Purchaser Lender or other Payment Recipient on its behalf) (any such funds, whether received as a payment, prepayment or repayment of principal, interest, fees fees, distribution or otherwise); , individually and collectively, an “Erroneous Payment”) and demands the return of such Erroneous Payment (or a portion thereof), such Purchaser Erroneous Payment shall at all times remain the property of the Administrative Agent and shall be segregated by the Payment Recipient and held in trust for the benefit of the Administrative Agent, and such Lender shall (or, with respect to any Payment Recipient who received such funds on its behalf, shall cause such Payment Recipient to) promptly, but in no event later than one Business Day thereafter, return to the Administrator Administrative Agent the amount of any such Erroneous Payment (or portion thereof) as to which such a demand was made, in same day funds (in the currency so received), together with interest thereon in respect of each day from and including the date such Erroneous Payment (or portion thereof) was received by such Purchaser Payment Recipient to the date such amount is repaid to the Administrator Administrative Agent in same day funds at the greater of the Overnight Bank Funding Federal Funds Effective Rate and a rate determined by the Administrator Administrative Agent in accordance with banking industry rules on interbank compensation from time to time in effect and (ii) such Purchaser shall not assert any right or claim to the Erroneous Payment, and hereby waives any claim, counterclaim, defense or right of set-off or recoupment with respect to any demand, claim or counterclaim by the Administrator for the return of any Erroneous Payments received, including without limitation waiver of any defense based on “discharge for value” or any similar doctrineeffect. A notice of the Administrator Administrative Agent to any Purchaser Payment Recipient under this clause (a) shall be conclusive, absent manifest error. (b) Without limiting immediately preceding clause (a), each Purchaser Lender, or any Person who has received funds on behalf of a Lender, such Lender, hereby further agrees that if it receives an Erroneous Payment a payment, prepayment or repayment (whether received as a payment, prepayment or repayment of principal, interest, fees, distribution or otherwise) from the Administrator Administrative Agent (or any of its Affiliates) (ix) that is in an a different amount different than (other than a de minimis difference)than, or on a different date from, that specified in a notice of payment payment, prepayment or repayment sent by the Administrator Administrative Agent (or any of its Affiliates) with respect to such Erroneous Payment payment, prepayment or repayment, (an “Erroneous Payment Notice”), or (iiy) that was not preceded or accompanied by a notice of payment, prepayment or repayment sent by the Administrative Agent (or any of its Affiliates), or (z) that such Lender, or other such recipient, otherwise becomes aware was transmitted, or received, in error or by mistake (in whole or in part) in each case: (i) (A) in the case of immediately preceding clauses (x) or (y), an Erroneous Payment Notice, it error shall be on notice that, in each such case, presumed to have been made (absent written confirmation from the Administrative Agent to the contrary) or (B) an error has been made (in the case of immediately preceding clause (z)), in each case, with respect to such Erroneous Payment. Each Purchaser further agrees thatpayment, prepayment or repayment; and (ii) such Lender shall (and shall cause any other recipient that receives funds on its respective behalf to) promptly (and, in each all events, within one Business Day of its knowledge of such case, or if it otherwise becomes aware an Erroneous Payment (or portion thereoferror) may have been sent in error, such Purchaser shall promptly notify the Administrator Administrative Agent of its receipt of such occurrence andpayment, upon demand from prepayment or repayment, the Administrator, details thereof (in reasonable detail) and that it shall promptly, but in no event later than one (1) Business Day thereafter, return is so notifying the Administrative Agent pursuant to the Administrator the amount of any such Erroneous Payment (or portion thereof) that was received by such Purchaser to the date such amount is repaid to the Administrator in same day funds at the greater of the Overnight Bank Funding Rate and a rate determined by the Administrator in accordance with banking industry rules on interbank compensation from time to time in effectthis Section 9.13(b). (c) Each Lender hereby authorizes the Administrative Agent to set off, net and apply any and all amounts at any time owing to such Lender under any Loan Document, or otherwise payable or distributable by the Administrative Agent to such Lender from any source, against any amount due to the Administrative Agent under immediately preceding clause (a) or under the indemnification provisions of this Agreement. (d) The Seller and each other Purchaser Borrower hereby agree agrees that (i) in the event an Erroneous Payment (or portion thereof) is are not recovered from any Purchaser Lender that has received such Erroneous Payment (or portion thereof) for any reason, the Administrator Administrative Agent shall be subrogated to all the rights of such Purchaser Lender with respect to such amount and amount. (iie) The parties hereto agree that an Erroneous Payment shall not pay, prepay, repay, discharge or otherwise satisfy any obligations Obligations owed by the SellerBorrower, any Originator or the Servicerexcept, except that 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 Administrator Administrative Agent from the Seller, any Originator or the Servicer Borrower for the purpose of making such Erroneous Payment. (df) To the extent permitted by applicable law, no Payment Recipient shall assert any right or claim to an Erroneous Payment, and hereby waives, and is deemed to waive, any claim, counterclaim, defense or right of set-off or recoupment with respect to any demand, claim or counterclaim by the Administrative Agent for the return of any Erroneous Payment received, including without limitation waiver of any defense based on “discharge for value” or any similar doctrine. (g) Each party’s obligations obligations, agreements and waivers under this Section 4.8 9.13 shall survive the resignation or replacement of the Administrator or Administrative Agent, any transfer of rights or obligations by, or the replacement of, of a PurchaserLender, the termination of the Commitments or and/or the repayment, satisfaction or discharge of all Seller’s obligations Obligations (or any portion thereof) under any Transaction Loan Document.

Erroneous Payment. (a) Each Purchaser hereby agrees that If the Administrative Agent notifies a Lender or any Person who has received funds on behalf of a Lender, such Lender (iany such Lender or other recipient, a “Payment Recipient”) if the Administrator notifies such Purchaser that the Administrator Administrative Agent has determined in its sole discretion (whether or not after receipt of any notice under immediately succeeding clause (b)) that any funds received by such Purchaser Payment Recipient from the Administrator Administrative Agent or any of its Affiliates were erroneously transmitted to, or otherwise erroneously or mistakenly received by, such Purchaser Payment Recipient (whether or not known to such Purchaser Lender or other Payment Recipient on its behalf) (any such funds, whether received as a payment, prepayment or repayment of principal, interest, fees fees, distribution or otherwise); , individually and collectively, an “Erroneous Payment”) and demands the return of such Erroneous Payment (or a portion thereof), such Purchaser Erroneous Payment shall at all times remain the property of the Administrative Agent and shall be segregated by the Payment Recipient and held in trust for the benefit of the Administrative Agent, and such Lender shall (or, with respect to any Payment Recipient who received such funds on its behalf, shall cause such Payment Recipient to) promptly, but in no event later than one Business Day thereafter, return to the Administrator Administrative Agent the amount of any such Erroneous Payment (or portion thereof) as to which such a demand was made, in same day funds (in the currency so received), together with interest thereon in respect of each day from and including the date such Erroneous Payment (or portion thereof) was received by such Purchaser Payment Recipient to the date such amount is repaid to the Administrator Administrative Agent in same day funds at the greater of the Overnight Bank Funding Federal Funds Effective Rate and a rate determined by the Administrator Administrative Agent in accordance with banking industry rules on interbank compensation from time to time in effect and (ii) such Purchaser shall not assert any right or claim to the Erroneous Payment, and hereby waives any claim, counterclaim, defense or right of set-off or recoupment with respect to any demand, claim or counterclaim by the Administrator for the return of any Erroneous Payments received, including without limitation waiver of any defense based on “discharge for value” or any similar doctrineeffect. A notice of the Administrator Administrative Agent to any Purchaser Payment Recipient under this clause (a) shall be conclusive, absent manifest error. (b) Without limiting immediately preceding clause (a), each Purchaser Lender, or any Person who has received funds on behalf of a Lender, such Lender, hereby further agrees that if it receives an Erroneous Payment a payment, prepayment or repayment (whether received as a payment, prepayment or repayment of principal, interest, fees, distribution or otherwise) from the Administrator Administrative Agent (or any of its Affiliates) (ix) that is in an a different amount different than (other than a de minimis difference)than, or on a different date from, that specified in a notice of payment payment, prepayment or repayment sent by the Administrator Administrative Agent (or any of its Affiliates) with respect to such Erroneous Payment payment, prepayment or repayment, (an “Erroneous Payment Notice”), or (iiy) that was not preceded or accompanied by a notice of payment, prepayment or repayment sent by the Administrative Agent (or any of its Affiliates), or (z) that such Lender, or other such recipient, otherwise becomes aware was transmitted, or received, in error or by mistake (in whole or in part) in each case: (i) (A) in the case of immediately preceding clauses (x) or (y), an Erroneous Payment Notice, it error shall be on notice that, in each such case, presumed to have been made (absent written confirmation from the Administrative Agent to the contrary) or (B) an error has been made (in the case of immediately preceding clause (z)), in each case, with respect to such Erroneous Payment. Each Purchaser further agrees thatpayment, prepayment or repayment; and (ii) such Lender shall (and shall cause any other recipient that receives funds on its respective behalf to) promptly (and, in each all events, within one Business Day of its knowledge of such case, or if it otherwise becomes aware an Erroneous Payment (or portion thereoferror) may have been sent in error, such Purchaser shall promptly notify the Administrator Administrative Agent of its receipt of such occurrence andpayment, prepayment or repayment, the details thereof (in reasonable detail) and that it is so notifying the Administrative Agent pursuant to this Section 9.13(b), and upon demand from the AdministratorAdministrative Agent, it shall promptly, but in no event later than one (1) Business Day thereafter, return to the Administrator Administrative Agent the amount of any such Erroneous Payment (payment, prepayment or portion thereof) that repayment 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, prepayment or repayment was received by such Purchaser Lender to the date such amount is repaid to the Administrator in same day funds Administrative Agent at the greater of the Overnight Bank Funding NYFRB Rate and a rate determined by the Administrator Administrative Agent in accordance with banking industry rules on interbank compensation from time to time in effect. (c) Each Lender hereby authorizes the Administrative Agent to set off, net and apply any and all amounts at any time owing to such Lender under any Loan Document, or otherwise payable or distributable by the Administrative Agent to such Lender from any source, against any amount due to the Administrative Agent under immediately preceding clause (a) or under the indemnification provisions of this Agreement. (d) The Seller and each other Purchaser Borrower hereby agree agrees that (i) in the event an Erroneous Payment (or portion thereof) is are not recovered from any Purchaser Lender that has received such Erroneous Payment (or portion thereof) for any reason, the Administrator Administrative Agent shall be subrogated to all the rights of such Purchaser Lender with respect to such amount and amount. (iie) The parties hereto agree that an Erroneous Payment shall not pay, prepay, repay, discharge or otherwise satisfy any obligations Obligations owed by the SellerBorrower, any Originator or the Servicerexcept, except that 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 Administrator Administrative Agent from the Seller, any Originator or the Servicer Borrower for the purpose of making such Erroneous Payment. (df) To the extent permitted by applicable law, no Payment Recipient shall assert any right or claim to an Erroneous Payment, and hereby waives, and is deemed to waive, any claim, counterclaim, defense or right of set-off or recoupment with respect to any demand, claim or counterclaim by the Administrative Agent for the return of any Erroneous Payment received, including without limitation waiver of any defense based on “discharge for value” or any similar doctrine. (g) Each party’s obligations obligations, agreements and waivers under this Section 4.8 9.13 shall survive the resignation or replacement of the Administrator or Administrative Agent, any transfer of rights or obligations by, or the replacement of, of a PurchaserLender, the termination of the Commitments or and/or the repayment, satisfaction or discharge of all Seller’s obligations Obligations (or any portion thereof) under any Transaction Loan Document.

Erroneous Payment. (a) Each Purchaser hereby agrees that If the Administrative Agent (ix) if the Administrator notifies a Bank or any Person who has received funds on behalf of a Bank (any such Purchaser Bank or other recipient, a “Payment Recipient”) that the Administrator Administrative Agent has determined in its sole discretion (whether or not after receipt of any notice under immediately succeeding clause (b)) that any funds received by such Purchaser Payment Recipient from the Administrator Administrative Agent or any of its Affiliates were erroneously transmitted to, or otherwise erroneously or mistakenly received by, such Purchaser Payment Recipient (whether or not known to such Purchaser Bank or other Payment Recipient on its behalf) (any such funds, whether received as a payment, prepayment or repayment of principal, interest, fees fees, distribution or otherwise); , individually and collectively, an “Erroneous Payment”) and (y) demands in writing the return of such Erroneous Payment (or a portion thereof), such Purchaser Erroneous Payment shall at all times remain the property of the Administrative Agent and shall be segregated by the Payment Recipient pending its return or repayment as contemplated below in this Section 10.11 and held in trust for the benefit of the Administrative Agent, and such Bank shall (or, with respect to any Payment Recipient who received such funds on its behalf, shall cause such Payment Recipient to) promptly, but in no event later than one Business Day thereaftertwo Banking Days thereafter (or such later date as the Administrative Agent may, in its sole discretion, specify in writing), return to the Administrator Administrative Agent the amount of any such Erroneous Payment (or portion thereof) as to which such a demand was made, in same day funds (in the currency so received), together with interest thereon (except to the extent waived in writing by the Administrative Agent) in respect of each day from and including the date such Erroneous Payment (or portion thereof) was received by such Purchaser Payment Recipient to the date such amount is repaid to the Administrator Administrative Agent in same day funds at the greater of the Overnight Bank Funding Federal Funds Effective Rate and a rate determined by the Administrator Administrative Agent in accordance with banking industry rules on interbank compensation from time to time in effect and (ii) such Purchaser shall not assert any right or claim to the Erroneous Payment, and hereby waives any claim, counterclaim, defense or right of set-off or recoupment with respect to any demand, claim or counterclaim by the Administrator for the return of any Erroneous Payments received, including without limitation waiver of any defense based on “discharge for value” or any similar doctrineeffect. A notice of the Administrator Administrative Agent to any Purchaser Payment Recipient under this clause (a) shall be conclusive, absent manifest error. (b) Without limiting immediately preceding clause (a), each Purchaser Bank or any Person who has received funds on behalf of a Bank hereby further agrees that if it receives an Erroneous Payment a payment, prepayment or repayment (whether received as a payment, prepayment or repayment of principal, interest, fees, distribution or otherwise) from the Administrator Administrative Agent (or any of its Affiliates) (ix) that is in an a different amount different than (other than a de minimis difference)than, or on a different date from, that specified in this Agreement or in a notice of payment payment, prepayment or repayment sent by the Administrator Administrative Agent (or any of its Affiliates) with respect to such Erroneous Payment payment, prepayment or repayment, (an “Erroneous Payment Notice”), or (iiy) that was not preceded or accompanied by a notice of payment, prepayment or repayment sent by the Administrative Agent (or any of its Affiliates), or (z) that such Bank, or other such recipient, otherwise becomes aware was transmitted, or received, in error or by mistake (in whole or in part), then in each case: (i) it acknowledges and agrees that (A) in the case of immediately preceding clauses (x) or (y), an Erroneous Payment Notice, it error and mistake shall be on notice thatpresumed to have been made (absent written confirmation from the Administrative Agent to the contrary) or (B) an error and mistake has been made (in the case of immediately preceding clause (z)), in each such case, an error has been made with respect to such Erroneous Payment. Each Purchaser further agrees thatpayment, prepayment or repayment; and (ii) such Bank shall (and shall cause any other recipient that receives funds on its respective behalf to) promptly (and, in each all events, within one Banking Day of its knowledge of the occurrence of any of the circumstances described in the immediately preceding clauses (x), (y) and (z)) notify the Administrative Agent of its receipt of such casepayment, prepayment or repayment, the details thereof (in reasonable detail) and that it is so notifying the Administrative Agent pursuant to this Section 10.11(b). For the avoidance of doubt, the failure to deliver a notice to the Administrative Agent pursuant to this Section 10.11(b) shall not have any effect on a Payment Recipient’s obligations pursuant to Section 10.11(a) or on whether or not an Erroneous Payment has been made. (c) Each Bank hereby authorizes the Administrative Agent to set off, net and apply any and all amounts at any time owing to such Bank under any Loan Document, or if it otherwise becomes aware payable or distributable by the Administrative Agent to such Bank under any Loan Document with respect to any payment of principal, interest, fees or other amounts against any amount due to the Administrative Agent under immediately preceding clause (a). (i) In the event that an Erroneous Payment (or portion thereof) may have been sent is not recovered by the Administrative Agent for any reason, after demand therefor in erroraccordance with immediately preceding clause (a), such Purchaser shall promptly notify the Administrator of such occurrence and, upon demand from the Administrator, it shall promptly, but in no event later than one (1) Business Day thereafter, return to the Administrator the amount of any Bank that has received such Erroneous Payment (or portion thereof) that (and/or from any Payment Recipient who received such Erroneous Payment (or portion thereof) on its respective behalf) (such unrecovered amount, an “Erroneous Payment Return Deficiency”), upon the Administrative Agent’s notice to such Bank at any time, then effective immediately (with the consideration therefor being acknowledged by the parties hereto), (A) such Bank shall be deemed to have assigned its Loans (but not its Commitments) with respect to which such Erroneous Payment was received by such Purchaser made (the “Erroneous Payment Impacted Class”) in an amount equal to the date Erroneous Payment Return Deficiency (or such lesser amount as the Administrative Agent may specify) (such assignment of the Loans (but not Commitments) of the Erroneous Payment Impacted Class, the “Erroneous Payment Deficiency Assignment”) (on a cashless basis and such amount calculated at par plus any accrued and unpaid interest (with the assignment fee to be waived by the Administrative Agent in such instance)), and is repaid hereby (together with the Borrower) deemed to execute and deliver an Assignment Agreement (or, to the Administrator in same day funds at extent applicable, an agreement incorporating an Assignment Agreement by reference pursuant to a Platform as to which the greater Administrative Agent and such parties are participants) with respect to such Erroneous Payment Deficiency Assignment, and such Bank shall deliver any Notes evidencing such Loans to the Borrower or the Administrative Agent (but the failure of such Person to deliver any such Notes shall not affect the effectiveness of the Overnight foregoing assignment), (B) the Administrative Agent as the assignee Bank Funding Rate shall be deemed to acquire the Erroneous Payment Deficiency Assignment, (C) upon such deemed acquisition, the Administrative Agent as the assignee Bank shall become a Bank hereunder with respect to such Erroneous Payment Deficiency Assignment and the assigning Bank shall cease to be a rate determined by Bank hereunder with respect to such Erroneous Payment Deficiency Assignment, excluding, for the Administrator avoidance of doubt, its obligations under the indemnification provisions of this Agreement and its applicable Commitments which shall survive as to such assigning Bank, (D) the Administrative Agent and the Borrower shall each be deemed to have waived any consents required under this Agreement to any such Erroneous Payment Deficiency Assignment, and (E) the Administrative Agent will reflect in the Register its ownership interest in the Loans subject to the Erroneous Payment Deficiency Assignment. For the avoidance of doubt, no Erroneous Payment Deficiency Assignment will reduce the Commitments of any Bank and such Commitments shall remain available in accordance with banking industry rules the terms of this Agreement. (ii) Subject to Section 11.9 (but excluding, in all events, any assignment consent or approval requirements (whether from the Borrower or otherwise)), the Administrative Agent may, in its discretion, sell any Loans acquired pursuant to an Erroneous Payment Deficiency Assignment and upon receipt of the proceeds of such sale, the Erroneous Payment Return Deficiency owing by the applicable Bank shall be reduced by the net proceeds of the sale of such Loan (or portion thereof), and the Administrative Agent shall retain all other rights, remedies and claims against such Bank (and/or against any recipient that receives funds on interbank compensation its respective behalf). In addition, an Erroneous Payment Return Deficiency owing by the applicable Bank (x) shall be reduced by the proceeds of prepayments or repayments of principal and interest, or other distribution in respect of principal and interest, received by the Administrative Agent on or with respect to any such Loans acquired from such Bank pursuant to an Erroneous Payment Deficiency Assignment (to the extent that any such Loans are then owned by the Administrative Agent) and (y) may, in the sole discretion of the Administrative Agent, be reduced by any amount specified by the Administrative Agent in writing to the applicable Bank from time to time in effecttime. (ce) The Seller and each other Purchaser hereby parties hereto agree that (ix) irrespective of whether the Administrative Agent may be equitably subrogated, in the event that an Erroneous Payment (or portion thereof) is not recovered from any Purchaser Payment Recipient that has received such Erroneous Payment (or portion thereof) for any reason, the Administrator Administrative Agent shall be subrogated to all the rights and interests of such Purchaser Payment Recipient (and, in the case of any Payment Recipient who has received funds on behalf of a Bank, to the rights and interests of such Bank) under the Loan Documents with respect to such amount (the “Erroneous Payment Subrogation Rights”) (provided that the Obligations under the Loan Documents in respect of the Erroneous Payment Subrogation Rights shall not be duplicative of such Obligations in respect of Loans that have been assigned to the Administrative Agent under an Erroneous Payment Deficiency Assignment) and (iiy) an Erroneous Payment shall not pay, prepay, repay, discharge or otherwise satisfy any obligations Obligations owed by the SellerBorrower or any other guarantor; provided that this Section 10.11 shall not be interpreted to increase (or accelerate the due date for), any Originator or have the Servicereffect of increasing (or accelerating the due date for), except the Obligations of the Borrower relative to the amount (and/or timing for payment) of the Obligations that in each casewould have been payable had such Erroneous Payment not been made by the Administrative Agent; provided, further, that for the avoidance of doubt, immediately preceding clauses (x) and (y) 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 Administrator Administrative Agent from the Seller, any Originator or the Servicer Borrower for the purpose of making such Erroneous Payment. (df) To the extent permitted by applicable law, no Payment Recipient shall assert any right or claim to an Erroneous Payment, and hereby waives, and is deemed to waive, any claim, counterclaim, defense or right of set-off or recoupment with respect to any demand, claim or counterclaim by the Administrative Agent for the return of any Erroneous Payment received, including, without limitation, any defense based on “discharge for value” or any similar doctrine. (g) Each party’s obligations obligations, agreements and waivers under this Section 4.8 10.11 shall survive the resignation or replacement of the Administrator or Administrative Agent, any transfer of rights or obligations by, or the replacement of, a PurchaserBank, the termination of the Commitments or and/or the repayment, satisfaction or discharge of all Seller’s obligations Obligations (or any portion thereof) under any Transaction Loan Document.

Erroneous Payment. (a) Each Purchaser hereby agrees that If the Agent notifies a Lender, Issuing Bank or any Person who has received funds on behalf of a Lender or Issuing Bank (iany such Lender, Issuing Bank or other recipient, a “Payment Recipient”) if the Administrator notifies such Purchaser that the Administrator Agent has determined in its sole discretion (whether or not after receipt of any notice under immediately succeeding clause (b)) that any funds received by such Purchaser Payment Recipient from the Administrator Agent or any of its Affiliates were erroneously transmitted to, or otherwise erroneously or mistakenly received by, such Purchaser Payment Recipient (whether or not known to such Purchaser Lender, Issuing Bank or other Payment Recipient on its behalf) (any such funds, whether received as a payment, prepayment or repayment of principal, interest, fees fees, distribution or otherwise); , individually and collectively, an “Erroneous Payment”) and demands the return of such Erroneous Payment (or a portion thereof), such Purchaser Erroneous Payment shall at all times remain the property of the Agent and shall be segregated by the Payment Recipient and held in trust for the benefit of the Agent, and such Lender or Issuing Bank shall (or, with respect to any Payment Recipient who received such funds on its behalf, shall cause such Payment Recipient to) promptly, but in no event later than one two Business Day Days thereafter, return to the Administrator Agent the amount of any such Erroneous Payment (or portion thereof) as to which such a demand was made, in same day funds (in the currency so received), together with interest thereon in respect of each day from and including the date such Erroneous Payment (or portion thereof) was received by such Purchaser Payment Recipient to the date such amount is repaid to the Administrator Agent in same day funds at the greater of the Overnight Bank Funding Federal Funds Rate and a rate determined by the Administrator Agent in accordance with banking industry rules on interbank compensation from time to time in effect and (ii) such Purchaser shall not assert any right or claim to the Erroneous Payment, and hereby waives any claim, counterclaim, defense or right of set-off or recoupment with respect to any demand, claim or counterclaim by the Administrator for the return of any Erroneous Payments received, including without limitation waiver of any defense based on “discharge for value” or any similar doctrineeffect. A notice of from the Administrator Agent to any Purchaser Payment Recipient under this clause (a) shall be conclusive, absent manifest error. (b) Without limiting the immediately preceding clause (a), each Purchaser Lender, Issuing Bank and any Person who has received funds on behalf of a Lender or Issuing Bank, hereby further agrees that if it receives an Erroneous Payment a payment, prepayment or repayment (whether received as a payment, prepayment or repayment of principal, interest, fees, distribution or otherwise) from the Administrator Agent (or any of its Affiliates) (ix) that is in an a different amount different than (other than a de minimis difference)than, or on a different date from, that specified in a notice of payment payment, prepayment or repayment sent by the Administrator Agent (or any of its Affiliates) with respect to such Erroneous Payment payment, prepayment or repayment, (an “Erroneous Payment Notice”), or (iiy) that was not preceded or accompanied by a notice of payment, prepayment or repayment sent by the Agent (or any of its Affiliates), or (z) that such Lender or Issuing Bank, or other such recipient, otherwise becomes aware was transmitted, or received, in error or by mistake (in whole or in part): (i) (A) in the case of immediately preceding clauses (x) or (y), an Erroneous Payment Noticeerror shall be presumed to have been made (absent written confirmation from the Agent to the contrary) and (B) in the case of immediately preceding clause (z), it is acknowledged that an error shall be on notice thathave been made, in each such case, an error has been made with respect to such Erroneous Payment. Each Purchaser further agrees thatpayment, in each such case, prepayment or if it otherwise becomes aware an Erroneous Payment (or portion thereof) may have been sent in error, such Purchaser shall promptly notify the Administrator of such occurrence repayment; and, upon demand from the Administrator, it shall promptly, but in no event later than one (1) Business Day thereafter, return to the Administrator the amount of any such Erroneous Payment (or portion thereof) that was received by such Purchaser to the date such amount is repaid to the Administrator in same day funds at the greater of the Overnight Bank Funding Rate and a rate determined by the Administrator in accordance with banking industry rules on interbank compensation from time to time in effect. (c) The Seller and each other Purchaser hereby agree that (i) in the event an Erroneous Payment (or portion thereof) is not recovered from any Purchaser that has received such Erroneous Payment (or portion thereof) for any reason, the Administrator shall be subrogated to all the rights of such Purchaser with respect to such amount and (ii) an Erroneous Payment such Lender, Issuing Bank or other recipient shall not pay(and shall cause any other recipient that receives funds on its respective behalf to) promptly (and, prepayin all events, repay, discharge or otherwise satisfy any obligations owed by the Seller, any Originator or the Servicer, except that in each case, to the extent such Erroneous Payment is, and solely with respect to the amount within one Business Day of its knowledge of such Erroneous Payment error) notify the Agent of its receipt of such payment, prepayment or repayment, the details thereof (in reasonable detail) and that is, comprised of funds received by it is so notifying the Administrator from the Seller, any Originator or the Servicer for the purpose of making such Erroneous Payment. (d) Each party’s obligations under Agent pursuant to this Section 4.8 shall survive the resignation or replacement of the Administrator or any transfer of rights or obligations by, or the replacement of, a Purchaser, the termination of the Commitments or the repayment, satisfaction or discharge of all Seller’s obligations (or any portion thereof) under any Transaction Document.7.11

Erroneous Payment. (a) Each Purchaser hereby agrees that If the Administrative Agent notifies a Lender, Issuing Bank or Secured Party, or any Person who has received funds on behalf of a Lender, Issuing Bank or Secured Party (iany such Lender, Issuing Bank, Secured Party or other recipient, a “Payment Recipient”) if the Administrator notifies such Purchaser that the Administrator Administrative Agent has determined in its sole discretion (whether or not after receipt of any notice under immediately succeeding clause (b)) that any funds received by such Purchaser Payment Recipient from the Administrator Administrative Agent or any of its Affiliates were erroneously transmitted to, or otherwise erroneously or mistakenly received by, such Purchaser Payment Recipient (whether or not known to such Purchaser Lender, Issuing Bank, Secured Party or other Payment Recipient on its behalf) (any such funds, whether received as a payment, prepayment or repayment of principal, interest, fees fees, distribution or otherwise); , individually and collectively, an “Erroneous Payment”) and demands the return of such Erroneous Payment (or a portion thereof), such Purchaser Erroneous Payment shall at all times remain the property of the Administrative Agent and shall be segregated on its books and records by the Payment Recipient and held in trust for the benefit of the Administrative Agent, and such Lender, Issuing Bank or Secured Party shall (or, with respect to any Payment Recipient who received such funds on its behalf, shall cause such Payment Recipient to) promptly, but in no event later than one two Business Day Days thereafter, return to the Administrator Administrative Agent the amount of any such Erroneous Payment (or portion thereof) as to which such a demand was made, in same day funds (in the currency so received), together with interest thereon in respect of each day from and including the date such Erroneous Payment (or portion thereof) was received by such Purchaser Payment Recipient to the date such amount is repaid to the Administrator Administrative Agent in same day funds at the greater of the Overnight Bank Funding Federal Funds Effective Rate and a rate determined by the Administrator Administrative Agent in accordance with banking industry rules on interbank compensation from time to time in effect and (ii) such Purchaser shall not assert any right or claim to the Erroneous Payment, and hereby waives any claim, counterclaim, defense or right of set-off or recoupment with respect to any demand, claim or counterclaim by the Administrator for the return of any Erroneous Payments received, including without limitation waiver of any defense based on “discharge for value” or any similar doctrineeffect. A notice of the Administrator Administrative Agent to any Purchaser Payment Recipient under this clause (a) shall be conclusive, absent manifest error. (b) Without limiting immediately preceding clause (a), each Purchaser Lender, Issuing Bank or Secured Party, or any Person who has received funds on behalf of a Lender, Issuing Bank or Secured Party such Lender or Issuing Bank, hereby further agrees that if it receives an Erroneous Payment a payment, prepayment or repayment (whether received as a payment, prepayment or repayment of principal, interest, fees, distribution or otherwise) from the Administrator Administrative Agent (or any of its Affiliates) (ix) that is in an a different amount different than (other than a de minimis difference)than, or on a different date from, that specified in a notice of payment payment, prepayment or repayment sent by the Administrator Administrative Agent (or any of its Affiliates) with respect to such Erroneous Payment payment, prepayment or repayment, (an “Erroneous Payment Notice”), or (iiy) that was not preceded or accompanied by a notice of payment, prepayment or repayment sent by the Administrative Agent (or any of its Affiliates), or (z) that such Lender, Issuing Bank or Secured Party, or other such recipient, otherwise becomes aware was transmitted, or received, in error or by mistake (in whole or in part) in each case: (i) (A) in the case of immediately preceding clauses (x) or (y), an Erroneous Payment Notice, it error shall be on notice that, in each such case, presumed to have been made (absent written confirmation from the Administrative Agent to the contrary) or (B) an error has been made (in the case of immediately preceding clause (z)), in each case, with respect to such Erroneous Payment. Each Purchaser further agrees thatpayment, prepayment or repayment; and (ii) such Lender, Issuing Bank or Secured Party shall (and shall cause any other recipient that receives funds on its respective behalf to) promptly (and, in each all events, within one Business Day of its knowledge of such case, or if it otherwise becomes aware an Erroneous Payment (or portion thereoferror) may have been sent in error, such Purchaser shall promptly notify the Administrator Administrative Agent of its receipt of such occurrence andpayment, upon demand from prepayment or repayment, the Administrator, details thereof (in reasonable detail) and that it shall promptly, but in no event later than one (1) Business Day thereafter, return is so notifying the Administrative Agent pursuant to the Administrator the amount of any such Erroneous Payment (or portion thereof) that was received by such Purchaser to the date such amount is repaid to the Administrator in same day funds at the greater of the Overnight Bank Funding Rate and a rate determined by the Administrator in accordance with banking industry rules on interbank compensation from time to time in effectthis Section 8.13(b). (c) The Seller Each of the Collateral Agent and each other Purchaser Lender or Issuing Bank hereby agree that authorizes the Administrative Agent to set off, net and apply any and all amounts at any time owing to the Collateral Agent or such Lender or Issuing Bank under any Loan Document, or otherwise payable or distributable by the Administrative Agent to the Collateral Agent or such Lender or Issuing Bank from any source, against any amount due to the Administrative Agent under immediately preceding clause (ia) in or under the indemnification provisions of this Agreement. (d) In the event that an Erroneous Payment (or portion thereof) is not recovered by the Administrative Agent for any reason, after demand therefor by the Administrative Agent in accordance with immediately preceding clause (a), from any Purchaser Lender or Issuing Bank that has received such Erroneous Payment (or portion thereof) for (and/or from any reasonPayment Recipient who received such Erroneous Payment (or portion thereof) on its respective behalf) (such unrecovered amount, an “Erroneous Payment Return Deficiency”), upon the Administrative Agent’s notice to such Lender or Issuing Lender at any time, (i) such Lender or Issuing Bank shall be deemed to have assigned its Loans (but not its Commitments) of the relevant Class with respect to which such Erroneous Payment was made (the “Erroneous Payment Impacted Class”) in an amount equal to the Erroneous Payment Return Deficiency (or such lesser amount as the Administrative Agent may specify) (such assignment of the Loans (but not Commitments) of the Erroneous Payment Impacted Class, the Administrator “Erroneous Payment Deficiency Assignment”) at par plus any accrued and unpaid interest (with the assignment fee to be waived by the Administrative Agent in such instance), and is hereby (together with the Borrower) deemed to execute and deliver an Assignment and Acceptance with respect to such Erroneous Payment Deficiency Assignment, and such Lender or Issuing Bank shall deliver any Notes evidencing such Loans to the Borrower or the Administrative Agent, (ii) the Administrative Agent as the assignee Lender shall be deemed to acquire the Erroneous Payment Deficiency Assignment, (iii) upon such deemed acquisition, the Administrative Agent as the assignee Lender shall become a Lender or Issuing Bank, as applicable, hereunder with respect to such Erroneous Payment Deficiency Assignment and the assigning Lender or assigning Issuing Bank shall cease to be a Lender or Issuing Bank, as applicable, hereunder with respect to such Erroneous Payment Deficiency Assignment, excluding, for the avoidance of doubt, its obligations under the indemnification provisions of this Agreement and its applicable Commitments which shall survive as to such assigning Lender or assigning Issuing Bank and (iv) the Administrative Agent may reflect in the Register its ownership interest in the Loans subject to the Erroneous Payment Deficiency Assignment. The Administrative Agent may, in its discretion, sell any Loans acquired pursuant to an Erroneous Payment Deficiency Assignment and upon receipt of the proceeds of such sale, the Erroneous Payment Return Deficiency owing by the applicable Lender or Issuing Bank shall be reduced by the net proceeds of the sale of such Loan (or portion thereof), and the Administrative Agent shall retain all other rights, remedies and claims against such Lender or Issuing Bank (and/or against any recipient that receives funds on its respective behalf). For the avoidance of doubt, no Erroneous Payment Deficiency Assignment will reduce the Commitments of any Lender or Issuing Bank and such Commitments shall remain available in accordance with the terms of this Agreement. In addition, each party hereto agrees that, except to the extent that the Administrative Agent has sold a Loan (or portion thereof) acquired pursuant to an Erroneous Payment Deficiency Assignment, and irrespective of whether the Administrative Agent may be equitably subrogated, the Administrative Agent shall be contractually subrogated to all the rights and interests of such Purchaser the applicable Lender, Issuing Bank or Secured Party under the Loan Documents with respect to such amount and each Erroneous Payment Return Deficiency (iithe “Erroneous Payment Subrogation Rights”). (e) The parties hereto agree that an Erroneous Payment shall not pay, prepay, repay, discharge or otherwise satisfy any obligations Obligations owed by the SellerBorrower or any other Loan Party, any Originator or the Servicerexcept, except that 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 Administrator Administrative Agent from the Seller, Borrower or any Originator or the Servicer other Loan Party for the purpose of making such Erroneous Payment. (df) To the extent permitted by applicable law, no Payment Recipient shall assert any right or claim to an Erroneous Payment, and hereby waives, and is deemed to waive, any claim, counterclaim, defense or right of set-off or recoupment with respect to any demand, claim or counterclaim by the Administrative Agent for the return of any Erroneous Payment received, including without limitation waiver of any defense based on “discharge for value” or any similar doctrine (g) Each party’s obligations obligations, agreements and waivers under this Section 4.8 8.13 shall survive the resignation or replacement of the Administrator or Administrative Agent, any transfer of rights or obligations by, or the replacement of, a PurchaserLender or Issuing Bank, the termination of the Commitments or and/or the repayment, satisfaction or discharge of all Seller’s obligations Obligations (or any portion thereof) under any Transaction Loan Document.

Erroneous Payment. (a) Each Purchaser Lender and each Letter of Credit Issuer (and each Participant of any of the foregoing, by its acceptance of a Participation) hereby acknowledges and agrees that (i) if the Administrator Agent notifies such Purchaser Lender or Letter of Credit Issuer that the Administrator Agent has determined in its sole discretion that any funds (or any portion thereof) received by such Purchaser Lender or Letter of Credit Issuer (any of the foregoing, a “Payment Recipient”) from the Administrator Agent (or any of its Affiliates Affiliates) were erroneously transmitted to, or otherwise erroneously or mistakenly received by, such Purchaser Payment Recipient (whether or not known to such Purchaser Payment Recipient) (whether as a payment, prepayment or repayment of principal, interest, fees or otherwise); individually and collectively, an a “Erroneous Payment”) and demands the return of such Erroneous Payment (or a portion thereof)Payment, such Purchaser Payment Recipient shall promptly, but in no event later than one Business Day thereafter, return to the Administrator Agent the amount of any such Erroneous Payment as to which such a demand was made. A notice of the Agent to any Payment Recipient under this Section shall be conclusive, absent manifest error. (b) Without limitation of clause (a) above, each Payment Recipient further acknowledges and agrees that if such Payment Recipient receives a Payment from the Agent (or any of its Affiliates) (x) that is in an amount, or on a date different from the amount and/or date specified in a notice of payment sent by the Agent (or any of its Affiliates) with respect to such Payment (a “Payment Notice”), (y) that was not preceded or accompanied by a Payment Notice, or (z) that such Payment Recipient otherwise becomes aware was transmitted, or received, in error or by mistake (in whole or in part), in each case, it understands and agrees at the time of receipt of such Payment that an error has been made (and that it is deemed to have knowledge of such error) with respect to such Payment. Each Payment Recipient agrees that, in each such case, it shall promptly notify the Agent of such occurrence and, upon demand from the Agent, it shall promptly, but in no event later than one Business Day thereafter, return to the Agent the amount of any such Payment (or portion thereof) as to which such a demand was made, . (c) Any Payment required to be returned by a Payment Recipient under this Section shall be made in same same-day funds (in the currency so received), together with interest thereon in respect of each day from and including the date such Erroneous Payment (or portion thereof) was received by such Purchaser Payment Recipient to the date such amount is repaid to the Administrator in same day funds Agent at the greater of the Overnight Bank Funding Federal Funds Rate and a rate determined by the Administrator in accordance with banking industry rules on interbank compensation from time to time in effect and (ii) such Purchaser shall not assert any right or claim to the Erroneous Payment, and hereby waives any claim, counterclaim, defense or right of set-off or recoupment with respect to any demand, claim or counterclaim by the Administrator for the return of any Erroneous Payments received, including without limitation waiver of any defense based on “discharge for value” or any similar doctrine. A notice of the Administrator to any Purchaser under this clause (a) shall be conclusive, absent manifest error. (b) Without limiting immediately preceding clause (a), each Purchaser hereby further agrees that if it receives an Erroneous Payment from the Administrator (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 Administrator (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 Purchaser 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 Purchaser shall promptly notify the Administrator of such occurrence and, upon demand from the Administrator, it shall promptly, but in no event later than one (1) Business Day thereafter, return to the Administrator the amount of any such Erroneous Payment (or portion thereof) that was received by such Purchaser to the date such amount is repaid to the Administrator in same day funds at the greater of the Overnight Bank Funding Rate and a rate determined by the Administrator Agent in accordance with banking industry rules on interbank compensation from time to time in effect. Each Payment Recipient hereby agrees that it shall not assert and, to the fullest extent permitted by applicable law, hereby waives, any right to retain such Payment, and any claim, counterclaim, defense or right of set-off or recoupment or similar right to any demand by the Agent for the return of any Payment received, including without limitation any defense based on “discharge for value” or any similar doctrine. (cd) The Seller Borrower and each other Purchaser Subsidiary hereby agree agrees that (ix) in the event an Erroneous erroneous Payment (or portion thereof) is not recovered from any Purchaser Lender that has received such Erroneous Payment (or portion thereof) for any reason, the Administrator Agent shall be subrogated to all the rights of such Purchaser Lender with respect to such amount and (iiy) an Erroneous erroneous Payment shall not pay, prepay, repay, discharge or otherwise satisfy any obligations Obligations owed by the SellerBorrower or any other Subsidiary except, any Originator or the Servicer, except that in each case, to the extent such Erroneous erroneous Payment is, and solely with respect to the amount of such Erroneous erroneous Payment that is, comprised of funds received by of the Administrator from the Seller, Borrower or any Originator or the Servicer for the purpose of making such Erroneous Paymentother Subsidiary. (de) Each party’s obligations obligations, agreements and waivers under this Section 4.8 13.23 shall survive the resignation or replacement of the Administrator or Agent, any transfer of rights or obligations by, or the replacement of, a PurchaserLender or Letter of Credit Issuer, the termination of the Commitments or and/or the repayment, satisfaction or discharge of all Seller’s obligations Obligations (or any portion thereof) under any Transaction Loan Document.

Erroneous Payment. (a) Each Purchaser Lender hereby agrees that (i) if the Administrator Administrative Agent notifies such Purchaser Lender that the Administrator Administrative Agent has determined in its sole discretion that any funds received by such Purchaser Lender from the Administrator Administrative Agent or any of its Affiliates were erroneously or mistakenly transmitted to, or otherwise erroneously or mistakenly received by, such Purchaser Lender (whether or not known to such Purchaser Lender) (whether as a payment, prepayment or repayment of principal, interest, fees or otherwise); individually and collectively, an “Erroneous Payment”) and demands the return of such Erroneous Payment (or a portion thereof), such Purchaser Lender shall promptly, but in no event later than one Business Day thereafter, return to the Administrator Administrative Agent the amount of any such Erroneous Payment (or portion thereof) as to which such a demand was made, in same day funds (in the currency so received), together with interest thereon in respect of each day from and including the date such Erroneous Payment (or portion thereof) was received by such Purchaser Lender to the date such amount is repaid to the Administrator Administrative Agent in same day funds at the greater of the Overnight Bank Funding Federal Funds Effective Rate and a rate determined by the Administrator Administrative Agent in accordance with banking industry rules on interbank compensation from time to time in effect and (ii) to the extent permitted by applicable law, such Purchaser Lender shall not assert any right or claim to the Erroneous Payment, and hereby waives any claim, counterclaim, defense or right of set-off or recoupment with respect to any demand, claim or counterclaim by the Administrator Administrative Agent for the return of any Erroneous Payments received, including including, without limitation limitation, waiver of any defense based on “discharge for value” or any similar theory or doctrine. A notice of the Administrator Administrative Agent to any Purchaser Lender under this clause (a) shall be conclusive, absent manifest error. (b) Without limiting immediately preceding clause (a), each Purchaser Lender hereby further agrees that if it receives an Erroneous Payment a payment from the Administrator Administrative Agent (or any of its Affiliates) (ix) that is in an a different amount different than (other than a de minimis difference)than, or on a different date from, that specified in a notice of payment sent by the Administrator Administrative Agent, (or any of its Affiliates) with respect to such Erroneous Payment (an “Erroneous Payment Notice”), or (iiy) that was not preceded or accompanied by an Erroneous Payment Noticenotice of payment, it shall be on notice thator (z) that such Lender otherwise becomes aware was transmitted, or received, in error or by mistake (in whole or in part), then in each such case, if an error has been made each such Lender is deemed to have knowledge of such error at the time of receipt of 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 such any demand, claim or counterclaim by the Administrative Agent for the return of any Erroneous PaymentPayments received, including without limitation waiver of any defense based on “discharge for value” or any similar theory or doctrine. Each Purchaser further Lender agrees that, in each such case, or if it otherwise becomes aware an Erroneous Payment shall promptly (and, in all events, within one Business Day of its knowledge (or portion thereofdeemed knowledge) may have been sent in of such error, such Purchaser shall promptly ) notify the Administrator Administrative Agent of such occurrence and, upon demand from the AdministratorAdministrative Agent, it shall promptly, but in all events no event later than one (1) Business Day thereafter, return to the Administrator Administrative Agent the amount of any such Erroneous Payment (or portion thereof) that as to which such a demand was made in same day funds (in the currency so received), together with interest thereon in respect of each day from and including the date such Erroneous Payment (or portion thereof) was received by such Purchaser Lender to the date such amount is repaid to the Administrator Administrative Agent in same day funds at the greater of the Overnight Bank Funding Federal Funds Effective Rate and a rate determined by the Administrator Administrative Agent in accordance with banking industry rules on interbank compensation from time to time in effect. (c) The Seller Borrower and each other Purchaser Loan Party hereby agree agrees that (ix) in the event an Erroneous Payment (or portion thereof) is not recovered from any Purchaser Lender that has received such Erroneous Payment (or portion thereof) for any reasonreason (and without limiting the Administrative Agent’s rights and remedies under this Section 8.15), the Administrator Administrative Agent shall be subrogated to all the rights of such Purchaser Lender with respect to such amount and (iiy) an Erroneous Payment shall not pay, prepay, repay, discharge or otherwise satisfy any obligations Obligations owed by the Seller, Borrower or any Originator or the Servicer, except that 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 Administrator from the Seller, any Originator or the Servicer for the purpose of making such Erroneous Paymentother Loan Party. (d) In addition to any rights and remedies of the Administrative Agent provided by law, Administrative Agent shall have the right, without prior notice to any Lender, any such notice being expressly waived by such Lender to the extent permitted by applicable law, with respect to any Erroneous Payment for which a demand has been made in accordance with this Section 8.15 and which has not been returned to the Administrative Agent, to set off and appropriate and apply against such amount any and all deposits (general or special, time or demand, provisional or final but excluding trust accounts), in any currency, and any other credits, indebtedness or claims, in any currency, in each case whether direct or indirect, absolute or contingent, matured or unmatured, at any time held or owing by Administrative Agent or any of its Affiliate, branch or agency thereof to or for the credit or the account of such Lender. Administrative Agent agrees promptly to notify the Lender after any such setoff and application made by Administrative Agent; provided, that the failure to give such notice shall not affect the validity of such setoff and application. (e) Each party’s obligations under this Section 4.8 8.15 shall survive the resignation or replacement of the Administrator or any transfer of rights or obligations by, or the replacement of, a PurchaserAdministrative Agent, the termination of the Commitments or the repayment, satisfaction or discharge of all Seller’s obligations Obligations (or any portion thereof) under any Transaction Loan Document.

Erroneous Payment. (a) Each Purchaser hereby agrees that If the Administrative Agent notifies a Lender or any Person who has received funds on behalf of a Lender, such Lender (iany such Lender or other recipient, a “Payment Recipient”) if the Administrator notifies such Purchaser that the Administrator Administrative Agent has determined in its sole discretion (whether or not after receipt of any notice under immediately succeeding clause (b)) that any funds received by such Purchaser Payment Recipient from the Administrator Administrative Agent or any of its Affiliates were erroneously transmitted to, or otherwise erroneously or mistakenly received by, such Purchaser Payment Recipient (whether or not known to such Purchaser Lender or other Payment Recipient on its behalf) (any such funds, whether received as a payment, prepayment or repayment of principal, interest, fees fees, distribution or otherwise); , individually and collectively, an “Erroneous Payment”) and demands the return of such Erroneous Payment (or a portion thereof), such Purchaser Erroneous Payment shall at all times remain the property of the Administrative Agent and shall be segregated by the Payment Recipient and held in trust for the benefit of the Administrative Agent, and such Lender shall (or, with respect to any Payment Recipient who received such funds on its behalf, shall cause such Payment Recipient to) promptly, but in no event later than one Business Day thereafter, return to the Administrator Administrative Agent the amount of any such Erroneous Payment (or portion thereof) as to which such a demand was made, in same day funds (in the currency so received), together with interest thereon in respect of each day from and including the date such Erroneous Payment (or portion thereof) was received by such Purchaser Payment Recipient to the date such amount is repaid to the Administrator Administrative Agent in same day funds at the greater of the Overnight Bank Funding NYFRB Rate and a rate determined by the Administrator Administrative Agent in accordance with banking industry rules on interbank compensation from time to time in effect and (ii) such Purchaser shall not assert any right or claim to the Erroneous Payment, and hereby waives any claim, counterclaim, defense or right of set-off or recoupment with respect to any demand, claim or counterclaim by the Administrator for the return of any Erroneous Payments received, including without limitation waiver of any defense based on “discharge for value” or any similar doctrineeffect. A notice of the Administrator Administrative Agent to any Purchaser Payment Recipient under this clause (a) shall be conclusive, absent manifest error. (b) Without limiting immediately preceding clause (a), each Purchaser Lender, or any Person who has received funds on behalf of a Lender, such Lender, hereby further agrees that if it receives an Erroneous Payment a payment, prepayment or repayment (whether received as a payment, prepayment or repayment of principal, interest, fees, distribution or otherwise) from the Administrator Administrative Agent (or any of its Affiliates) (ix) that is in an a different amount different than (other than a de minimis difference)than, or on a different date from, that specified in a notice of payment payment, prepayment or repayment sent by the Administrator Administrative Agent (or any of its Affiliates) with respect to such Erroneous Payment payment, prepayment or repayment, (an “Erroneous Payment Notice”), or (iiy) that was not preceded or accompanied by a notice of payment, prepayment or repayment sent by the Administrative Agent (or any of its Affiliates), or (z) that such Lender, or other such recipient, otherwise becomes aware was transmitted, or received, in error or by mistake (in whole or in part) in each case: (i) (A) in the case of immediately preceding clauses (x) or (y), an Erroneous Payment Notice, it error shall be on notice that, in each such case, presumed to have been made (absent written confirmation from the Administrative Agent to the contrary) or (B) an error has been made (in the case of immediately preceding clause (z)), in each case, with respect to such Erroneous Payment. Each Purchaser further agrees thatpayment, prepayment or repayment; and (ii) such Lender shall (and shall cause any other recipient that receives funds on its respective behalf to) promptly (and, in each all events, within one Business Day of its knowledge of such case, or if it otherwise becomes aware an Erroneous Payment (or portion thereoferror) may have been sent in error, such Purchaser shall promptly notify the Administrator Administrative Agent of its receipt of such occurrence andpayment, prepayment or repayment, the details thereof (in reasonable detail) and that it is so notifying the Administrative Agent pursuant to this Section 9.13(b), and upon demand from the AdministratorAdministrative Agent, it shall promptly, but in no event later than one (1) Business Day thereafter, return to the Administrator Administrative Agent the amount of any such Erroneous Payment (payment, prepayment or portion thereof) that repayment 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, prepayment or repayment was received by such Purchaser Lender to the date such amount is repaid to the Administrator in same day funds Administrative Agent at the greater of the Overnight Bank Funding NYFRB Rate and a rate determined by the Administrator Administrative Agent in accordance with banking industry rules on interbank compensation from time to time in effect. (c) Each Lender hereby authorizes the Administrative Agent to set off, net and apply any and all amounts at any time owing to such Lender under any Loan Document, or otherwise payable or distributable by the Administrative Agent to such Lender from any source, against any amount due to the Administrative Agent under immediately preceding clause (a) or under the indemnification provisions of this Agreement. (d) The Seller and each other Purchaser Borrower hereby agree agrees that (i) in the event an Erroneous Payment (or portion thereof) is are not recovered from any Purchaser Lender that has received such Erroneous Payment (or portion thereof) for any reason, the Administrator Administrative Agent shall be subrogated to all the rights of such Purchaser Lender with respect to such amount and amount. (iie) The parties hereto agree that an Erroneous Payment shall not pay, prepay, repay, discharge or otherwise satisfy any obligations Obligations owed by the SellerBorrower, any Originator or the Servicerexcept, except that 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 Administrator Administrative Agent from the Seller, any Originator or the Servicer Borrower for the purpose of making such Erroneous Payment. (df) To the extent permitted by applicable law, no Payment Recipient shall assert any right or claim to an Erroneous Payment, and hereby waives, and is deemed to waive, any claim, counterclaim, defense or right of set-off or recoupment with respect to any demand, claim or counterclaim by the Administrative Agent for the return of any Erroneous Payment received, including without limitation waiver of any defense based on “discharge for value” or any similar doctrine. (g) Each party’s obligations obligations, agreements and waivers under this Section 4.8 9.13 shall survive the resignation or replacement of the Administrator or Administrative Agent, any transfer of rights or obligations by, or the replacement of, of a PurchaserLender, the termination of the Commitments or and/or the repayment, satisfaction or discharge of all Seller’s obligations Obligations (or any portion thereof) under any Transaction Loan Document.

Erroneous Payment. (a) Each Purchaser hereby agrees that If the Administrative Agent notifies a Lender, Issuing Bank or Secured Party, or any Person who has received funds on behalf of a Lender, Issuing Bank or Secured Party such Lender or Issuing Bank (iany such Lender, Issuing Bank, Secured Party or other recipient, a “Payment Recipient”) if the Administrator notifies such Purchaser that the Administrator Administrative Agent has determined in its sole discretion (whether or not after receipt of any notice under immediately succeeding clause (b)) that any funds received by such Purchaser Payment Recipient from the Administrator Administrative Agent or any of its Affiliates were erroneously transmitted to, or otherwise erroneously or mistakenly received by, such Purchaser Payment Recipient (whether or not known to such Purchaser Lender, Issuing Bank, Secured Party or other Payment Recipient on its behalf) (any such funds, whether received as a payment, prepayment or repayment of principal, interest, fees fees, distribution or otherwise); , individually and collectively, an “Erroneous Payment”) and demands the return of such Erroneous Payment (or a portion thereof), such Purchaser Erroneous Payment shall at all times remain the property of the Administrative Agent and shall be segregated by the Payment Recipient and held in trust for the benefit of the Administrative Agent, and such Lender, Issuing Bank or Secured Party shall (or, with respect to any Payment Recipient who received such funds on its behalf, shall cause such Payment Recipient to) promptly, but in no event later than one two Business Day Days thereafter, return to the Administrator Administrative Agent the amount of any such Erroneous Payment (or portion thereof) as to which such a demand was made, in same day funds (in the currency so received), together with interest thereon in respect of each day from and including the date such Erroneous Payment (or portion thereof) was received by such Purchaser Payment Recipient to the date such amount is repaid to the Administrator Administrative Agent in same day funds at the greater of the Overnight Bank Funding Federal Funds Effective Rate and a rate determined by the Administrator Administrative Agent in accordance with banking industry rules on interbank compensation from time to time in effect and (ii) such Purchaser shall not assert any right or claim to the Erroneous Payment, and hereby waives any claim, counterclaim, defense or right of set-off or recoupment with respect to any demand, claim or counterclaim by the Administrator for the return of any Erroneous Payments received, including without limitation waiver of any defense based on “discharge for value” or any similar doctrineeffect. A notice of the Administrator Administrative Agent to any Purchaser Payment Recipient under this clause (a) shall be conclusive, absent manifest error. (b) Without limiting the immediately preceding clause (a), each Purchaser Lender, Issuing Bank or Secured Party, or any Person who has received funds on behalf of a Lender, Issuing Bank or Secured Party such Lender or Issuing Bank, hereby further agrees that if it receives an Erroneous Payment a payment, prepayment or repayment (whether received as a payment, prepayment or repayment of principal, interest, fees, distribution or otherwise) from the Administrator Administrative Agent (or any of its Affiliates) (ix) that is in an a different amount different than (other than a de minimis difference)than, or on a different date from, that specified in a notice of payment payment, prepayment or repayment sent by the Administrator Administrative Agent (or any of its Affiliates) with respect to such Erroneous Payment payment, prepayment or repayment, (an “Erroneous Payment Notice”), or (iiy) that was not preceded or accompanied by a notice of payment, prepayment or repayment sent by the Administrative Agent (or any of its Affiliates), or (z) that such Lender, Issuing Bank or Secured Party, or other such recipient, otherwise becomes aware was transmitted, or received, in error or by mistake (in whole or in part) in each case: (A) in the case of immediately preceding clauses (x) or (y), an Erroneous Payment Notice, it error shall be on notice that, in each such case, presumed to have been made (absent written confirmation from the Administrative Agent to the contrary) or (B) an error has been made (in the case of immediately preceding clause (z)), in each case, with respect to such Erroneous Payment. Each Purchaser further agrees thatpayment, prepayment or repayment; and (ii) such Lender, Issuing Bank or Secured Party shall (and shall cause any other recipient that receives funds on its respective behalf to) promptly (and, in each all events, within one Business Day of its knowledge of such case, or if it otherwise becomes aware an Erroneous Payment (or portion thereoferror) may have been sent in error, such Purchaser shall promptly notify the Administrator Administrative Agent of its receipt of such occurrence andpayment, upon demand from prepayment or repayment, the Administrator, details thereof (in reasonable detail) and that it shall promptly, but in no event later than one (1) Business Day thereafter, return is so notifying the Administrative Agent pursuant to the Administrator the amount of any such Erroneous Payment (or portion thereof) that was received by such Purchaser to the date such amount is repaid to the Administrator in same day funds at the greater of the Overnight Bank Funding Rate and a rate determined by the Administrator in accordance with banking industry rules on interbank compensation from time to time in effectthis Section 8.10(b). (c) The Seller Each Lender, Issuing Bank or Secured Party hereby authorizes the Administrative Agent to set off, net and each other Purchaser hereby agree that apply any and all amounts at any time owing to such Lender, Issuing Bank or Secured Party under any Loan Document, or otherwise payable or distributable by the Administrative Agent to such Lender, Issuing Bank or Secured Party from any source, against any amount due to the Administrative Agent under immediately preceding clause (ia) in or under the indemnification provisions of this Agreement. (d) In the event that an Erroneous Payment (or portion thereof) is not recovered by the Administrative Agent for any reason, after demand therefor by the Administrative Agent in accordance with immediately preceding clause (a), from any Purchaser Lender or Issuing Bank that has received such Erroneous Payment (or portion thereof) for (and/or from any reasonPayment Recipient who received such Erroneous Payment (or portion thereof) on its respective behalf) (such unrecovered amount, an “Erroneous Payment Return Deficiency”), upon the Administrative Agent’s notice to such Lender or Issuing Lender at any time, (i) such Lender or Issuing Bank shall be deemed to have assigned its Loans (but not its Commitments) of the relevant Class with respect to which such Erroneous Payment was made (the “Erroneous Payment Impacted Class”) in an amount equal to the Erroneous Payment Return Deficiency (or such lesser amount as the Administrative Agent may specify) (such assignment of the Loans (but not Commitments) of the Erroneous Payment Impacted Class, the Administrator “Erroneous Payment Deficiency Assignment”) at par plus any accrued and unpaid interest (with the assignment fee to be waived by the Administrative Agent in such instance), and is hereby (together with the Borrower) deemed to execute and deliver an Assignment and Assumption (or, to the extent applicable, an agreement incorporating an Assignment and Assumption by reference pursuant to an Electronic System as to which the Administrative Agent and such parties are participants) with respect to such Erroneous Payment Deficiency Assignment, and such Lender or Issuing Bank shall deliver any Notes evidencing such Loans to the Borrower or the Administrative Agent, (ii) the Administrative Agent as the assignee Lender shall be deemed to acquire the Erroneous Payment Deficiency Assignment, (iii) upon such deemed acquisition, the Administrative Agent as the assignee Lender shall become a Lender or Issuing Bank, as applicable, hereunder with respect to such Erroneous Payment Deficiency Assignment and the assigning Lender or assigning Issuing Bank shall cease to be a Lender or Issuing Bank, as applicable, hereunder with respect to such Erroneous Payment Deficiency Assignment, excluding, for the avoidance of doubt, its obligations under the indemnification provisions of this Agreement and its applicable Commitments which shall survive as to such assigning Lender or assigning Issuing Bank and (iv) the Administrative Agent may reflect in the Register its ownership interest in the Loans subject to the Erroneous Payment Deficiency Assignment. The Administrative Agent may, in its discretion, sell any Loans acquired pursuant to an Erroneous Payment Deficiency Assignment and upon receipt of the proceeds of such sale, the Erroneous Payment Return Deficiency owing by the applicable Lender or Issuing Bank shall be reduced by the net proceeds of the sale of such Loan (or portion thereof), and the Administrative Agent shall retain all other rights, remedies and claims against such Lender or Issuing Bank (and/or against any recipient that receives funds on its respective behalf). For the avoidance of doubt, no Erroneous Payment Deficiency Assignment will reduce the Commitments of any Lender or Issuing Bank and such Commitments shall remain available in accordance with the terms of this Agreement. In addition, each party hereto agrees that, except to the extent that the Administrative Agent has sold a Loan (or portion thereof) acquired pursuant to an Erroneous Payment Deficiency Assignment, and irrespective of whether the Administrative Agent may be equitably subrogated, the Administrative Agent shall be contractually subrogated to all the rights and interests of such Purchaser the applicable Lender, Issuing Bank or Secured Party under the Loan Documents with respect to such amount and each Erroneous Payment Return Deficiency (iithe “Erroneous Payment Subrogation Rights”). (e) The parties hereto agree that an Erroneous Payment shall not pay, prepay, repay, discharge or otherwise satisfy any obligations Obligations owed by the SellerBorrower or any other Loan Party, any Originator or the Servicerexcept, except that 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 Administrator Administrative Agent from the Seller, Borrower or any Originator or the Servicer other Loan Party for the purpose of making such Erroneous Payment. (df) To the extent permitted by applicable law, no Payment Recipient shall assert any right or claim to an Erroneous Payment, and hereby waives, and is deemed to waive, any claim, counterclaim, defense or right of set-off or recoupment with respect to any demand, claim or counterclaim by the Administrative Agent for the return of any Erroneous Payment received, including without limitation waiver of any defense based on “discharge for value” or any similar doctrine. (g) Each party’s obligations obligations, agreements and waivers under this Section 4.8 8.10 shall survive the resignation or replacement of the Administrator or Administrative Agent, any transfer of rights or obligations by, or the replacement of, a PurchaserLender or Issuing Bank, the termination of the Commitments or and/or the repayment, satisfaction or discharge of all Seller’s obligations Obligations (or any portion thereof) under any Transaction Loan Document.

Erroneous Payment. (a) Each Purchaser Lender and each L/C Issuer (and each Participant of any of the foregoing, by its acceptance of a participation) hereby acknowledges and agrees that (i) if the Administrator Agent notifies such Purchaser Lender or L/C Issuer that the Administrator Agent has determined in its sole discretion that any funds (or any portion thereof) received by such Purchaser Lender or L/C Issuer (any of the foregoing, a “Payment Recipient”) from the Administrator Agent (or any of its Affiliates Affiliates) were erroneously transmitted to, or otherwise erroneously or mistakenly received by, such Purchaser Payment Recipient (whether or not known to such Purchaser Payment Recipient) (whether as a payment, prepayment or repayment of principal, interest, fees or otherwise); individually and collectively, an a “Erroneous Payment”) and demands the return of such Erroneous Payment, such Payment Recipient shall promptly, but in no event later than two (2) Business Days thereafter, return to the Agent the amount of any such Payment as to which such a demand was made. A notice of the Agent to any Payment Recipient under this Section 8.10 shall be conclusive, absent manifest error. (b) Without limitation of clause (a) above, each Payment Recipient further acknowledges and agrees that if such Payment Recipient receives a Payment from the Agent (or any of its Affiliates) (x) that is in an amount, or on a date different from the amount and/or date specified in a notice of payment sent by the Agent (or any of its Affiliates) with respect to such Payment (or a portion thereof“Payment Notice”), (y) that was not preceded or accompanied by a Payment Notice, or (z) that such Purchaser Payment Recipient otherwise becomes aware was transmitted, or received, in error or by mistake (in whole or in part), in each case, it understands and agrees at the time of receipt of such Payment that an error has been made (and that it is deemed to have knowledge of such error) with respect to such Payment. Each Payment Recipient agrees that, in each such case, it shall promptly notify the Agent of such occurrence and, upon demand from the Agent, it shall promptly, but in no event later than one Business Day thereafter, return to the Administrator Agent the amount of any such Erroneous Payment (or portion thereof) as to which such a demand was made, . (c) Any Payment required to be returned by a Payment Recipient under this Section 8.10 shall be made in same same-day funds (in the currency so received), together with interest thereon in respect of each day from and including the date such Erroneous Payment (or portion thereof) was received by such Purchaser Payment Recipient to the date such amount is repaid to the Administrator in same day funds Agent at the greater of the Overnight Bank Funding Federal Funds Effective Rate and a rate determined by the Administrator in accordance with banking industry rules on interbank compensation from time to time in effect and (ii) such Purchaser shall not assert any right or claim to the Erroneous Payment, and hereby waives any claim, counterclaim, defense or right of set-off or recoupment with respect to any demand, claim or counterclaim by the Administrator for the return of any Erroneous Payments received, including without limitation waiver of any defense based on “discharge for value” or any similar doctrine. A notice of the Administrator to any Purchaser under this clause (a) shall be conclusive, absent manifest error. (b) Without limiting immediately preceding clause (a), each Purchaser hereby further agrees that if it receives an Erroneous Payment from the Administrator (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 Administrator (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 Purchaser 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 Purchaser shall promptly notify the Administrator of such occurrence and, upon demand from the Administrator, it shall promptly, but in no event later than one (1) Business Day thereafter, return to the Administrator the amount of any such Erroneous Payment (or portion thereof) that was received by such Purchaser to the date such amount is repaid to the Administrator in same day funds at the greater of the Overnight Bank Funding Rate and a rate determined by the Administrator Agent in accordance with banking industry rules on interbank compensation from time to time in effect. Each Payment Recipient hereby agrees that it shall not assert and, to the fullest extent permitted by applicable law, hereby waives, any right to retain such Payment, and any claim, counterclaim, defense or right of set-off or recoupment or similar right to any demand by the Agent for the return of any Payment received, including without limitation any defense based on “discharge for value” or any similar doctrine. (cd) The Seller Borrower and each other Purchaser Subsidiary hereby agree agrees that (ix) in the event an Erroneous erroneous Payment (or portion thereof) is not recovered from any Purchaser Lender that has received such Erroneous Payment (or portion thereof) for any reason, the Administrator Agent shall be subrogated to all the rights of such Purchaser Lender with respect to such amount and (iiy) an Erroneous erroneous Payment shall not pay, prepay, repay, discharge or otherwise satisfy any obligations Obligations owed by the SellerBorrower or any other Subsidiary except, any Originator or the Servicer, except that in each case, to the extent such Erroneous erroneous Payment is, and solely with respect to the amount of such Erroneous erroneous Payment that is, comprised of funds received by of the Administrator from the Seller, Borrower or any Originator or the Servicer for the purpose of making such Erroneous Paymentother Subsidiary. (de) Each party’s obligations obligations, agreements and waivers under this Section 4.8 8.10 shall survive the resignation or replacement of the Administrator or Agent, any transfer of rights or obligations by, or the replacement of, a PurchaserLender or L/C Issuer, the termination of the Revolving Credit Commitments or and/or the repayment, satisfaction or discharge of all Seller’s obligations Obligations (or any portion thereof) under any Transaction Loan Document.

Erroneous Payment. (a) Each Purchaser Lender hereby agrees that (i) if the Administrator Administrative Agent notifies such Purchaser Lender that the Administrator Administrative Agent has determined in its sole discretion that any funds received by such Purchaser Lender from the Administrator Administrative Agent or any of its Affiliates were erroneously transmitted to, or otherwise erroneously or mistakenly received by, such Purchaser Lender (whether or not known to such Purchaser Lender) (whether as a payment, prepayment or repayment of principal, interest, fees or otherwise); individually and collectively, an a “Erroneous Payment”) and demands the return of such Erroneous Payment (or a portion thereof), such Purchaser Lender shall promptly, but in no event later than one (1) Business Day thereafter, return to the Administrator Administrative Agent the amount of any such Erroneous Payment (or portion thereof) as to which such a demand was made, in same day funds (in the currency so received), together with interest thereon in respect of each day from and including the date such Erroneous Payment (or portion thereof) was received by such Purchaser Lender to the date such amount is repaid to the Administrator Administrative Agent in same day funds at the greater of the Overnight Bank Funding Federal Funds Rate and a rate determined by the Administrator Administrative Agent in accordance with banking industry rules on interbank compensation from time to time in effect and (ii) to the extent permitted by applicable law, such Purchaser Lender shall not assert any right or claim to the Erroneous Payment, and hereby waives waives, any claim, counterclaim, defense or right of set-off or recoupment with respect to any demand, claim or counterclaim by the Administrator Administrative Agent for the return of any Erroneous Payments received, including without limitation waiver of any defense based on “discharge for value” or any similar doctrine. A notice of the Administrator Administrative Agent to any Purchaser Lender under this clause (a) shall be conclusive, absent manifest error. (b) Without limiting immediately preceding clause (a), each Purchaser Lender hereby further agrees that if it receives an Erroneous Payment from the Administrator Administrative Agent (or any of its Affiliates) (ix) that is in an a different amount different than (other than a de minimis difference)than, or on a different date from, that specified in a notice of payment sent by the Administrator Administrative Agent (or any of its Affiliates) with respect to such Erroneous Payment (an “Erroneous Payment Notice”), or (iiy) that was not preceded or accompanied by an Erroneous Payment Notice, it shall be on notice thator (z) that such Lender otherwise becomes aware was transmitted, or received, in error or by mistake (in whole or in part), in each such 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 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. Each Purchaser further Lender agrees that, in each such case, or if it otherwise becomes aware an Erroneous Payment shall promptly (and, in all events, within one (1) Business Day of its knowledge (or portion thereofdeemed knowledge) may have been sent in of such error, such Purchaser shall promptly ) notify the Administrator Administrative Agent of such occurrence and, upon demand from the AdministratorAdministrative Agent, it shall promptly, but in all events no event later than one (1) Business Day thereafter, return to the Administrator Administrative Agent the amount of any such Erroneous Payment (or portion thereof) that as to which such a demand was made in same day funds (in the currency so received), together with interest thereon in respect of each day from and including the date such Erroneous Payment (or portion thereof) was received by such Purchaser Lender to the date such amount is repaid to the Administrator Administrative Agent in same day funds at the greater of the Overnight Bank Funding Federal Funds Rate and a rate determined by the Administrator Administrative Agent in accordance with banking industry rules on interbank compensation from time to time in effect. (c) The Seller Borrower and each other Purchaser the Servicer hereby agree that (ix) in the event an Erroneous Payment (or portion thereof) is not recovered from any Purchaser Lender that has received such Erroneous Payment (or portion thereof) for any reason, the Administrator Administrative Agent shall be subrogated to all the rights of such Purchaser Lender with respect to such amount and (iiy) an Erroneous Payment shall not pay, prepay, repay, discharge or otherwise satisfy any obligations Obligations owed by the SellerBorrower, any Originator or the Servicer, except that 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 Administrator from the Seller, any Originator or the Servicer for the purpose or any of making such Erroneous Payment. (d) their respective Affiliates. Each party’s obligations under this Section 4.8 10.9 shall survive the resignation or replacement of the Administrator or any transfer of rights or obligations by, or the replacement of, a PurchaserAdministrative Agent, the termination of the Commitments or the repayment, satisfaction or discharge of all Seller’s obligations Obligations (or any portion thereof) under any Transaction Document.

Erroneous Payment. (a) Each Purchaser Lender and each Issuing Bank hereby agrees that (i) if the Administrator Administrative Agent notifies such Purchaser Lender or Issuing Bank that the Administrator Administrative Agent has determined in its sole discretion that any funds received by such Purchaser Lender or Issuing Bank from the Administrator Administrative Agent or any of its Affiliates were erroneously transmitted to, or otherwise erroneously or mistakenly received by, such Purchaser Lender or Issuing Bank (whether or not known to such Purchaser Lender or Issuing Bank) (whether as a payment, prepayment or repayment of principal, interest, fees or otherwise); individually and collectively, an a “Erroneous Payment”) and demands the return of such Erroneous Payment (or a portion thereof), such Purchaser Lender or Issuing Bank shall promptly, but in no event later than one Business Day thereafter, return to the Administrator Administrative Agent the amount of any such Erroneous Payment (or portion thereof) as to which such a demand was made, in same day funds (in the currency so received), together with interest thereon in respect of each day from and including the date such Erroneous Payment (or portion thereof) was received by such Purchaser Lender or Issuing Bank to the date such amount is repaid to the Administrator Administrative Agent in same day funds at the greater of the Overnight Bank Funding NYFRB Rate and a rate determined by the Administrator Administrative Agent in accordance with banking industry rules on interbank compensation from time to time in effect and (ii) to the extent permitted by applicable law, such Purchaser Lender or Issuing Bank shall not assert any right or claim to the Erroneous Payment, and hereby waives waives, any claim, counterclaim, defense or right of set-off or recoupment with respect to any demand, claim or counterclaim by the Administrator Administrative Agent for the return of any Erroneous Payments received, including without limitation waiver of any defense based on “discharge for value” or any similar doctrine. A notice of the Administrator Administrative Agent to any Purchaser Lender or any Issuing Bank under this clause (a) shall be conclusive, absent manifest error. (b) Without limiting immediately preceding clause (a), each Purchaser Lender and each Issuing Bank hereby further agrees that if it receives an Erroneous Payment from the Administrator Administrative Agent (or any of its Affiliates) (ix) that is in an a different amount different than (other than a de minimis difference)than, or on a different date from, that specified in a notice of payment sent by the Administrator Administrative Agent (or any of its Affiliates) with respect to such Erroneous Payment (an “Erroneous Payment Notice”), or (iiy) that was not preceded or accompanied by an Erroneous Payment Notice, it shall be on notice thator (z) that such Lender or Issuing Bank otherwise becomes aware was transmitted, or received, in error or by mistake (in whole or in part), in each such 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 or Issuing Bank shall not assert any right or claim to the Erroneous Payment, and hereby waives, any claim, counterclaim, defense or right of set-off or recoupment with respect to any demand, claim or counterclaim by the Administrative Agent for the return of any Erroneous Payments received, including without limitation waiver of any defense based on “discharge for value” or any similar doctrine. Each Purchaser further Lender and each Issuing Bank agrees that, in each such case, or if it otherwise becomes aware an Erroneous Payment shall promptly (and, in all events, within one Business Day of its knowledge (or portion thereofdeemed knowledge) may have been sent in of such error, such Purchaser shall promptly ) notify the Administrator Administrative Agent of such occurrence and, upon demand from the AdministratorAdministrative Agent, it shall promptly, but in all events no event later than one (1) Business Day thereafter, return to the Administrator Administrative Agent the amount of any such Erroneous Payment (or portion thereof) that as to which such a demand was made in same day funds (in the currency so received), together with interest thereon in respect of each day from and including the date such Erroneous Payment (or portion thereof) was received by such Purchaser Lender or Issuing Bank to the date such amount is repaid to the Administrator Administrative Agent in same day funds at the greater of the Overnight Bank Funding NYFRB Rate and a rate determined by the Administrator Administrative Agent in accordance with banking industry rules on interbank compensation from time to time in effect. (c) The Seller Borrower and each other Purchaser Loan Party hereby agree agrees that (ix) in the event an Erroneous Payment (or portion thereof) is not recovered from any Purchaser Lender or Issuing Bank that has received such Erroneous Payment (or portion thereof) for any reason, the Administrator Administrative Agent shall be subrogated to all the rights of such Purchaser Lender or Issuing Bank with respect to such amount and (iiy) an Erroneous Payment shall not pay, prepay, repay, discharge or otherwise satisfy any obligations Obligations owed by the Seller, Borrower or any Originator or the Servicer, except that 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 Administrator from the Seller, any Originator or the Servicer for the purpose of making such Erroneous Paymentother Loan Party. (d) Each party’s obligations under this Section 4.8 8.11 shall survive the resignation or replacement of the Administrator or any transfer of rights or obligations by, or the replacement of, a PurchaserAdministrative Agent, the termination of the Commitments or the repayment, satisfaction or discharge of all Seller’s obligations Obligations (or any portion thereof) under any Transaction Loan Document.

Erroneous Payment. (a) Each Purchaser hereby agrees that If the Administrative Agent notifies a Lender (iany such Lender, a “Payment Recipient”) if the Administrator notifies such Purchaser that the Administrator Administrative Agent has determined in its sole discretion (whether or not after receipt of any notice under immediately succeeding clause (b)) that any funds received by such Purchaser Payment Recipient from the Administrator Administrative Agent or any of its Affiliates were erroneously transmitted to, or otherwise erroneously or mistakenly received by, such Purchaser Payment Recipient (whether or not known to such Purchaser Payment Recipient) (any such funds, whether received as a payment, prepayment or repayment of principal, interest, fees fees, distribution or otherwise); , individually and collectively, an “Erroneous Payment”) and demands the return of such Erroneous Payment (or a portion thereof), such Purchaser Erroneous Payment shall at all times remain the property of the Administrative Agent and shall be segregated by the Payment Recipient and held in trust for the benefit of the Administrative Agent, and such Payment Recipient shall promptly, but in no event later than one two Business Day Days thereafter, return to the Administrator Administrative Agent the amount of any such Erroneous Payment (or portion thereof) as to which such a demand was made, in same day funds (in the currency so received), together with interest thereon in respect of each day from and including the date such Erroneous Payment (or portion thereof) was received by such Purchaser Payment Recipient to the date such amount is repaid to the Administrator Administrative Agent in same day funds at the greater of the Overnight Bank Funding Federal Funds Rate and a rate determined by the Administrator Administrative Agent in accordance with banking industry rules on interbank compensation from time to time in effect and (ii) such Purchaser shall not assert any right or claim to the Erroneous Payment, and hereby waives any claim, counterclaim, defense or right of set-off or recoupment with respect to any demand, claim or counterclaim by the Administrator for the return of any Erroneous Payments received, including without limitation waiver of any defense based on “discharge for value” or any similar doctrineeffect. A notice of the Administrator Administrative Agent to any Purchaser Payment Recipient under this clause (a) shall be conclusive, absent manifest error. (b) Without limiting immediately preceding clause (a), each Purchaser Payment Recipient hereby further agrees that if it receives an Erroneous Payment a payment, prepayment or repayment (whether received as a payment, prepayment or repayment of principal, interest, fees, distribution or otherwise) from the Administrator Administrative Agent (or any of its Affiliates) (ix) that is in an a different amount different than (other than a de minimis difference)than, or on a different date from, that specified in a notice of payment payment, prepayment or repayment sent by the Administrator Administrative Agent (or any of its Affiliates) with respect to such Erroneous Payment payment, prepayment or repayment, (an “Erroneous Payment Notice”), or (iiy) that was not preceded or accompanied by a notice of payment, prepayment or repayment sent by the Administrative Agent (or any of its Affiliates), or (z) that such Payment Recipient, otherwise becomes aware was transmitted, or received, in error or by mistake (in whole or in part) in each case: (i) (A) in the case of immediately preceding clauses (x) or (y), an Erroneous Payment Notice, it error shall be on notice that, in each such case, presumed to have been made (absent written confirmation from the Administrative Agent to the contrary) or (B) an error has been made (in the case of immediately preceding clause (z)), in each case, with respect to such Erroneous Paymentpayment, prepayment or repayment; and (ii) such Payment Recipient shall (and shall cause any other recipient that receives funds on its respective behalf to) promptly (and, in all events, within one Business Day of its knowledge of such error) notify the Administrative Agent of its receipt of such payment, prepayment or repayment, the details thereof (in reasonable detail) and that it is so notifying the Administrative Agent pursuant to this Section 10.12(b). (c) Each Payment Recipient hereby authorizes the Administrative Agent to set off, net and apply any and all amounts at any time owing to such Payment Recipient under any Transaction Document, or otherwise payable or distributable by the Administrative Agent to such Payment Recipient from any source, against any amount due to the Administrative Agent under immediately preceding clause (a) or under the indemnification provisions of this Agreement. Each Purchaser further In addition, each party hereto agrees that, in irrespective of whether the Administrative Agent may be equitably subrogated, the Administrative Agent shall be contractually subrogated to all the rights and interests of the applicable Payment Recipient under the Transaction Documents with respect to each such case, or if it otherwise becomes aware an Erroneous Payment (or portion thereof) may have been sent in error, such Purchaser shall promptly notify the Administrator of such occurrence and, upon demand from the Administrator, it shall promptly, but in no event later than one (1) Business Day thereafter, return thereof that is not returned to the Administrator Administrative Agent as provided herein) (the amount of any such “Erroneous Payment (or portion thereof) that was received by such Purchaser to the date such amount is repaid to the Administrator in same day funds at the greater of the Overnight Bank Funding Rate and a rate determined by the Administrator in accordance with banking industry rules on interbank compensation from time to time in effectSubrogation Rights”). (cd) The Seller and each other Purchaser hereby parties hereto agree that (i) in the event an Erroneous Payment (or portion thereof) is not recovered from any Purchaser that has received such Erroneous Payment (or portion thereof) for any reason, the Administrator shall be subrogated to all the rights of such Purchaser with respect to such amount and (ii) an Erroneous Payment shall not pay, prepay, repay, discharge or otherwise satisfy any obligations Obligations owed by the SellerBorrower or any other ADT Entity. (e) To the extent permitted by applicable law, no Payment Recipient shall assert any right or claim to an Erroneous Payment, and hereby waives, and is deemed to waive, any Originator claim, counterclaim, defense or the Servicer, except that in each case, to the extent such Erroneous Payment is, and solely right of set-off or recoupment with respect to any demand, claim or counterclaim by the amount Administrative Agent for the return of such any Erroneous Payment that isreceived, comprised including without limitation waiver of funds received by the Administrator from the Seller, any Originator defense based on “discharge for value” or the Servicer for the purpose of making such Erroneous Paymentany similar doctrine. (df) Each party’s obligations obligations, agreements and waivers under this Section 4.8 10.12 shall survive the resignation or replacement of the Administrator or Administrative Agent, any transfer of rights or obligations by, or the replacement of, a PurchaserLender, the termination of the Commitments or Lender Loan Limits and/or the repayment, satisfaction or discharge of all Seller’s obligations Borrower Obligations and ADT Obligations (or any portion thereof) under any Transaction Document.

Erroneous Payment. (a) Each Purchaser Lender hereby agrees that (i) if the Administrator any Agent notifies such Purchaser Lender that the Administrator such Agent has determined in its sole discretion that any funds received by such Purchaser Lender from the Administrator such Agent or any of its Affiliates were erroneously or mistakenly transmitted to, or otherwise erroneously or mistakenly received by, such Purchaser Lender (whether or not known to such Purchaser Lender) (whether as a payment, prepayment or repayment of principal, interest, fees or otherwise); individually and collectively, an “Erroneous Payment”) and demands the return of such Erroneous Payment (or a portion thereof), such Purchaser Lender shall promptly, but in no event later than one Business Day thereafter, return to the Administrator such Agent the amount of any such Erroneous Payment (or portion thereof) as to which such a demand was made, in same day funds (in the currency so received), together with interest thereon in respect of each day from and including the date such Erroneous Payment (or portion thereof) was received by such Purchaser Lender to the date such amount is repaid to the Administrator such Agent in same day funds at the greater of the Overnight Bank Funding Federal Funds Rate and a rate determined by the Administrator Administrative Agent in accordance with banking industry rules on interbank compensation from time to time in effect and (ii) to the extent permitted by applicable law, such Purchaser Lender shall not assert any right or claim to the Erroneous Payment, and hereby waives any claim, counterclaim, defense or right of set-off or recoupment with respect to any demand, claim or counterclaim by the Administrator any Agent for the return of any Erroneous Payments received, including including, without limitation limitation, waiver of any defense based on “discharge for value” or any similar theory or doctrine. A notice of the Administrator any Agent to any Purchaser Lender under this clause (a) shall be conclusive, absent manifest error. (b) Without limiting immediately preceding clause (a), each Purchaser Lender hereby further agrees that if it receives an Erroneous Payment a payment from the Administrator any Agent (or any of its their Affiliates) (ix) that is in an a different amount different than (other than a de minimis difference)than, or on a different date from, that specified in a notice of payment sent by the Administrator any Agent, (or any of its Affiliates) with respect to such Erroneous Payment (an “Erroneous Payment Notice”), or (iiy) that was not preceded or accompanied by an Erroneous Payment Noticenotice of payment, it shall be on notice thator (z) that such Lender otherwise becomes aware was transmitted, or received, in error or by mistake (in whole or in part), then in each such case, if an error has been made each such Lender is deemed to have knowledge of such error at the time of receipt of 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 such Agent for the return of any Erroneous PaymentPayments received, including without limitation waiver of any defense based on “discharge for value” or any similar theory or doctrine. Each Purchaser further Lender agrees that, in each such case, or if it otherwise becomes aware an Erroneous Payment shall promptly (and, in all events, within one Business Day of its knowledge (or portion thereofdeemed knowledge) may have been sent in of such error, such Purchaser shall promptly ) notify the Administrator Administrative Agent of such occurrence and, upon demand from the Administratorany Agent, it shall promptly, but in all events no event later than one (1) Business Day thereafter, return to the Administrator such Agent the amount of any such Erroneous Payment (or portion thereof) that as to which such a demand was made in same day funds (in the currency so received), together with interest thereon in respect of each day from and including the date such Erroneous Payment (or portion thereof) was received by such Purchaser Lender to the date such amount is repaid to the Administrator such Agent in same day funds at the greater of the Overnight Bank Funding Federal Funds Rate and a rate determined by the Administrator Administrative Agent in accordance with banking industry rules on interbank compensation from time to time in effect. (c) The Seller Borrowers and each other Purchaser Loan Party hereby agree agrees that (ix) in the event an Erroneous Payment (or portion thereof) is not recovered from any Purchaser Lender that has received such Erroneous Payment (or portion thereof) for any reasonreason (and without limiting any Agent’s rights and remedies under this Section 10.18), the Administrator such Agent shall be subrogated to all the rights of such Purchaser Lender with respect to such amount and (iiy) an Erroneous Payment shall not pay, prepay, repay, discharge or otherwise satisfy any obligations Obligations owed by the SellerBorrowers or any other Loan Party provided, any Originator or that for the Serviceravoidance of doubt, except that in each case, the immediately preceding clause (y) 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 Administrator Administrative Agent from the Seller, any Originator or the Servicer Borrower for the purpose of making such Erroneous Payment. (d) In addition to any rights and remedies of the Agents provided by law, the Agents shall have the right, without prior notice to any Lender, any such notice being expressly waived by such Lender to the extent permitted by applicable law, with respect to any Erroneous Payment for which a demand has been made in accordance with this Section 10.18 and which has not been returned to the Agents, to set off and appropriate and apply against such amount any and all deposits (general or special, time or demand, provisional or final but excluding trust accounts), in any currency, and any other credits, indebtedness or claims, in any currency, in each case whether direct or indirect, absolute or contingent, matured or unmatured, at any time held or owing by any Agent or any of their Affiliates, branches or agencies thereof to or for the credit or the account of such Lender. Administrative Agent agrees promptly to notify the Lenders after any such setoff and application made by Administrative Agent; provided, that the failure to give such notice shall not affect the validity of such setoff and application. (e) Each party’s obligations under this Section 4.8 10.18 shall survive the resignation or replacement of the Administrator or any transfer of rights or obligations by, Administrative Agent or the replacement of, a PurchaserCollateral Agent, the termination of the Commitments or the repayment, satisfaction or discharge of all Seller’s obligations Obligations (or any portion thereof) under any Transaction Loan Document. (f) For the avoidance of doubt, no Loan Party or any of their respective Subsidiaries shall have any obligation under this Section 10.18.

Erroneous Payment. (a) Each Purchaser hereby agrees that (i) if the Administrator notifies such Purchaser that the Administrator has determined in its sole discretion that any funds received by such Purchaser from the Administrator or any of its Affiliates were erroneously transmitted to, or otherwise erroneously or mistakenly received by, such Purchaser (whether or not known to such Purchaser (whether as a payment, prepayment or repayment of principal, interest, fees or otherwise); individually and collectively, an “Erroneous Payment”) and demands the return of such Erroneous Payment (or a portion thereof), such Purchaser shall promptly, but in no event later than one Business Day thereafter, return to the Administrator the amount of any such Erroneous Payment (or portion thereof) as to which such a demand was made, in same day funds (in the currency so received), together with interest thereon in respect of each day from and including the date such Erroneous Payment (or portion thereof) was received by such Purchaser to the date such amount is repaid to the Administrator in same day funds at the greater of the Overnight Bank Funding Rate and a rate determined by the Administrator in accordance with banking industry rules on interbank compensation from time to time in effect and (ii) such Purchaser shall not assert any right or claim to the Erroneous Payment, and hereby waives any claim, counterclaim, defense or right of set-off or recoupment with respect to any demand, claim or counterclaim by the Administrator for the return of any Erroneous Payments received, including without limitation waiver of any defense based on “discharge for value” or any similar doctrine. A notice of the Administrator to any Purchaser under this clause (a) shall be conclusive, absent manifest error. (b) Without limiting immediately preceding clause (a), each Purchaser hereby further agrees that if it receives an Erroneous Payment from the Administrator (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 Administrator (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 Purchaser 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 Purchaser shall promptly notify the Administrator of such occurrence and, upon demand from the Administrator, it shall promptly, but in no event later than one (1) Business Day thereafter, return to the Administrator the amount of any such Erroneous Payment (or portion thereof) that was received by such Purchaser to the date such amount is repaid to the Administrator in same day funds at the greater of the Overnight Bank Funding Rate and a rate determined by the Administrator in accordance with banking industry rules on interbank compensation from time to time in effect. (c) The Seller and each other Purchaser hereby agree that (i) in In the event an Erroneous Payment (or portion thereof) is not recovered from any Purchaser that has received such Erroneous Payment (or portion thereof) for any reason, the Administrator shall be subrogated to all the rights of such Purchaser with respect to such amount and (ii) an amount. An Erroneous Payment shall not pay, prepay, repay, discharge or otherwise satisfy any obligations owed by the Seller, any Originator Originator, the Performance Guarantor or the Servicer, Servicer except that 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 Administrator from the Seller, any Originator Originator, the Performance Guarantor or the Servicer for the purpose of making such Erroneous Payment. (d) Each party’s obligations under this Section 4.8 4.18 shall survive the resignation or replacement of the Administrator or any transfer of rights or obligations by, or the replacement of, a Purchaser, the termination of the Commitments or the repayment, satisfaction or discharge of all Seller’s obligations (or any portion thereof) under any Transaction Document.

Erroneous Payment. (a) Each Purchaser Lender hereby agrees that (i) if the Administrator Administrative Agent notifies such Purchaser Lender that the Administrator Administrative Agent has determined in its sole discretion that any funds (as set forth in such notice from the Administrative Agent) received by such Purchaser Xxxxxx from the Administrator Administrative Agent or any of its Affiliates were erroneously or mistakenly transmitted to, or otherwise erroneously or mistakenly received by, such Purchaser Lender (whether or not known to such Purchaser Lender) (whether as a payment, prepayment or repayment of principal, interest, fees or otherwise); individually and collectively, an “Erroneous Payment”) and demands in writing the return of such Erroneous Payment (or a portion thereof) (provided, that, without limiting any other rights or remedies (whether at law or in equity), the Administrative Agent may not make any such demand under this clause (a) with respect to an Erroneous Payment unless such demand is made within 90 days of the date of receipt of such Erroneous Payment by the applicable Lender), such Purchaser Lender shall promptly, but in no event later than one two Business Day thereafterDays thereafter (or such later date as the Administrative Agent may, in its sole discretion, specify in writing), return to the Administrator Administrative Agent the amount of any such Erroneous Payment (or portion thereof) as to which such a demand was made, in same day funds (in the currency so received), together with interest thereon (except to the extent waived in writing by the Administrative Agent) in respect of each day from and including the date such Erroneous Payment (or portion thereof) was received by such Purchaser Lender to the date such amount is repaid to the Administrator Administrative Agent in same day funds at the greater of the Overnight Bank Funding Federal Funds Rate and a rate determined by the Administrator Administrative Agent in accordance with banking industry rules on interbank compensation from time to time in effect and (ii) to the extent permitted by applicable law, such Purchaser Lender shall not assert any right or claim to the Erroneous Payment, and hereby waives any claim, counterclaim, defense or right of set-off or recoupment with respect to any demand, claim or counterclaim by the Administrator Administrative Agent for the return of any Erroneous Payments received, including including, without limitation limitation, waiver of any defense based on “discharge for value” or any similar theory or doctrine. A notice of the Administrator Administrative Agent to any Purchaser Lender under this clause (a) shall be conclusive, absent manifest error. (b) Without limiting immediately preceding clause (a), each Purchaser Lender hereby further agrees that if it receives an Erroneous Payment a payment from the Administrator Administrative Agent (or any of its Affiliates) (ix) that is in an a different amount different than (other than a de minimis difference)than, or on a different date from, that specified in a notice of payment sent by the Administrator (or any of its Affiliates) Administrative Agent with respect to such Erroneous Payment payment, (an “Erroneous Payment Notice”), or (iiy) that was not preceded or accompanied by an Erroneous Payment Noticenotice of payment, it shall be on notice thator (z) that such Lender otherwise becomes aware was transmitted, or received, in error or by mistake (in whole or in part), then in each such case, if an error has been made each such Lender is deemed to have knowledge of such error at the time of receipt of 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 such any demand, claim or counterclaim by the Administrative Agent for the return of any Erroneous PaymentPayments received, including without limitation waiver of any defense based on “discharge for value” or any similar theory or doctrine. Each Purchaser further Lender agrees that, in each such case, or if it otherwise becomes aware an Erroneous Payment shall promptly (and, in all events, within two Business Days of its knowledge (or portion thereofdeemed knowledge) may have been sent in of such error, such Purchaser shall promptly ) notify the Administrator Administrative Agent of such occurrence and, upon demand from the AdministratorAdministrative Agent, it shall promptly, but in all events no event later than one (1) two Business Day Days thereafter, return to the Administrator Administrative Agent the amount of any such Erroneous Payment (or portion thereof) that as to which such a demand was made in same day funds (in the currency so received), together with interest thereon in respect of each day from and including the date such Erroneous Payment (or portion thereof) was received by such Purchaser Lender to the date such amount is repaid to the Administrator Administrative Agent in same day funds at the greater of the Overnight Bank Funding Federal Funds Rate and a rate determined by the Administrator Administrative Agent in accordance with banking industry rules on interbank compensation from time to time in effect. (c) The Seller Borrower and each other Purchaser Loan Party hereby agree agrees that (ix) in the event an Erroneous Payment (or portion thereof) is not recovered from any Purchaser Lender that has received such Erroneous Payment (or portion thereof) for any reasonreason (and without limiting the Administrative Agent’s rights and remedies under this Section 10.12), the Administrator Administrative Agent shall be subrogated to all the rights of such Purchaser Lender with respect to such amount and (iiy) an Erroneous Payment shall not pay, prepay, repay, discharge or otherwise satisfy any obligations Obligations owed by the Seller, Borrower or any Originator or the Servicer, except that 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 Administrator from the Seller, any Originator or the Servicer for the purpose of making such Erroneous Paymentother Loan Party. (d) In addition to any rights and remedies of the Administrative Agent provided by law, Administrative Agent shall have the right, without prior notice to any Lender, any such notice being expressly waived by such Lender to the extent permitted by applicable law, with respect to any Erroneous Payment for which a demand has been made in accordance with this Section 10.12 and which has not been returned to the Administrative Agent, to set off and appropriate and apply against such amount any and all deposits (general or special, time or demand, provisional or final but excluding trust accounts), in any currency, and any other credits, indebtedness or claims, in any currency, in each case whether direct or indirect, absolute or contingent, matured or unmatured, at any time held or owing by Administrative Agent or any of its Affiliate, branch or agency thereof to or for the credit or the account of such Lender. Administrative Agent agrees promptly to notify the Lender after any such setoff and application made by Administrative Agent; provided, that the failure to give such notice shall not affect the validity of such setoff and application. (e) Each party’s obligations under this Section 4.8 10.12 shall survive the resignation or replacement of the Administrator or any transfer of rights or obligations by, or the replacement of, a PurchaserAdministrative Agent, the termination of the Commitments or Loan Documents and the repayment, satisfaction or discharge of all Seller’s obligations other Obligations (or any portion thereof) under any Transaction Document).

Erroneous Payment. (a) Each Purchaser Lender hereby agrees that (i) if the Administrator Administrative Agent notifies such Purchaser Lender that the Administrator Administrative Agent has determined in its sole discretion that any funds received by such Purchaser Lender from the Administrator Administrative Agent or any of its Affiliates were erroneously transmitted to, or otherwise erroneously or mistakenly received by, such Purchaser Lender (whether or not known to such Purchaser Lender) (whether as a payment, prepayment or repayment of principal, interest, fees or otherwise); individually and collectively, an a “Erroneous Payment”) within ten (10) Business Days of the making of such Erroneous Payment, and demands the return of such Erroneous Payment (or a portion thereof), such Purchaser Lender shall promptly, but in no event later than one five (5) Business Day Days thereafter, return to the Administrator Administrative Agent the amount of any such Erroneous Payment (or portion thereof) as to which such a demand was made, in same day funds (in the currency so received), together with interest thereon in respect of each day from and including the date last day of such Erroneous Payment five (or portion thereof5) was received by such Purchaser Business Day period to the date such amount is repaid to the Administrator Administrative Agent in same day funds at the greater of the Overnight Bank Funding Federal Funds Effective Rate and a rate determined by the Administrator Administrative Agent in accordance with banking industry rules on interbank compensation from time to time in effect and (ii) to the extent permitted by applicable law, such Purchaser Lender shall not assert any right or claim to the Erroneous Payment, and hereby waives waives, any claim, counterclaim, defense or right of set-off or recoupment with respect to any demand, claim or counterclaim by the Administrator Administrative Agent for the return of any Erroneous Payments received, including without limitation waiver of any defense based on “discharge for value” or any similar doctrine. A notice of the Administrator Administrative Agent to any Purchaser Lender under this clause (a) shall be conclusive, absent manifest error. (b) Without limiting immediately preceding clause (a), each Purchaser Lender hereby further agrees that if it receives an Erroneous Payment from the Administrator Administrative Agent (or any of its Affiliates) (ix) that is in an a different amount different than (other than a de minimis difference)than, or on a different date from, that specified in a notice of payment sent by the Administrator Administrative Agent (or any of its Affiliates) with respect to such Erroneous Payment (an “Erroneous Payment Notice”), or (iiy) that was not preceded or accompanied by an Erroneous Payment Notice, it shall be on notice thator (z) that such Lender otherwise becomes aware was transmitted, or received, in error or by mistake (in whole or in part), in each such 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 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. Each Purchaser further Lender agrees that, in each such case, or if it otherwise becomes aware an Erroneous Payment shall promptly (and, in all events, within one Business Day of its knowledge (or portion thereofdeemed knowledge) may have been sent in of such error, such Purchaser shall promptly ) notify the Administrator Administrative Agent of such occurrence and, upon demand from the AdministratorAdministrative Agent, it shall promptly, but in all events no event later than one five (15) Business Day Days thereafter, return to the Administrator Administrative Agent the amount of any such Erroneous Payment (or portion thereof) that as to which such a demand was received by made in same day funds (in the currency so received), together with interest thereon in respect of each day from and including the last day of such Purchaser five (5) Business Day period to the date such amount is repaid to the Administrator Administrative Agent in same day funds at the greater of the Overnight Bank Funding Federal Funds Effective Rate and a rate determined by the Administrator Administrative Agent in accordance with banking industry rules on interbank compensation from time to time in effect. (c) The Seller Borrower and each other Purchaser Loan Party hereby agree agrees that (ix) in the event an Erroneous Payment (or portion thereof) is not recovered from any Purchaser Lender that has received such Erroneous Payment (or portion thereof) for any reason, the Administrator Administrative Agent shall be subrogated to all the rights of such Purchaser Lender with respect to such amount and (iiy) an Erroneous Payment shall not pay, prepay, repay, discharge or otherwise satisfy any obligations Obligations owed by the Seller, Borrower or any Originator or the Servicer, except that 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 Administrator from the Seller, any Originator or the Servicer for the purpose of making such Erroneous Paymentother Loan Party. (d) Each party’s obligations under this Section 4.8 9.14 shall survive the resignation or replacement of the Administrator or any transfer of rights or obligations by, or the replacement of, a PurchaserAdministrative Agent, the termination of the Commitments or the repayment, satisfaction or discharge of all Seller’s obligations Obligations (or any portion thereof) under any Transaction Loan Document.

Erroneous Payment. (a) Each Purchaser Lender hereby agrees that (i) if the Administrator Administrative Agent notifies such Purchaser Lender that the Administrator Administrative Agent has determined in its sole discretion that any funds received by such Purchaser Lender from the Administrator Administrative Agent or any of its Affiliates were erroneously or mistakenly transmitted to, or otherwise erroneously or mistakenly received by, such Purchaser Lender (whether or not known to such Purchaser Lender) (whether as a payment, prepayment or repayment of principal, interest, fees or otherwise); individually and collectively, an “Erroneous Payment”) and demands the return of such Erroneous Payment (or a portion thereof), such Purchaser Lender shall promptly, but in no event later than one Business Day thereafter, return to the Administrator Administrative Agent the amount of any such Erroneous Payment (or portion thereof) as to which such a demand was made, in same day funds (in the currency so received), together with interest thereon in respect of each day from and including the date such Erroneous Payment (or portion thereof) was received by such Purchaser Lender to the date such amount is repaid to the Administrator Administrative Agent in same day funds at the greater of the Overnight Bank Funding Rate and a rate determined by the Administrator Administrative Agent in accordance with banking industry rules on interbank compensation from time to time in effect and (ii) to the extent permitted by applicable law, such Purchaser Lender shall not assert any right or claim to the Erroneous Payment, and hereby waives any claim, counterclaim, defense or right of set-off or recoupment with respect to any demand, claim or counterclaim by the Administrator Administrative Agent for the return of any Erroneous Payments received, including including, without limitation limitation, waiver of any defense based on “discharge for value” or any similar theory or doctrine. A notice of the Administrator Administrative Agent to any Purchaser Lender under this clause (a) shall be conclusive, absent manifest error. (b) Without limiting immediately preceding clause (a), each Purchaser Lender hereby further agrees that if it receives an Erroneous Payment a payment from the Administrator Administrative Agent (or any of its Affiliates) (ix) that is in an a different amount different than (other than a de minimis difference)than, or on a different date from, that specified in a notice of payment sent by the Administrator Administrative Agent, (or any of its Affiliates) with respect to such Erroneous Payment (an “Erroneous Payment Notice”), or (iiy) that was not preceded or accompanied by an Erroneous Payment Noticenotice of payment, it shall be on notice thator (z) that such Lender otherwise becomes aware was transmitted, or received, in error or by mistake (in whole or in part), then in each such case, if an error has been made each such Lender is deemed to have knowledge of such error at the time of receipt of 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 such any demand, claim or counterclaim by the Administrative Agent for the return of any Erroneous PaymentPayments received, including without limitation waiver of any defense based on “discharge for value” or any similar theory or doctrine. Each Purchaser further Lender agrees that, in each such case, or if it otherwise becomes aware an Erroneous Payment shall promptly (and, in all events, within one Business Day of its knowledge (or portion thereofdeemed knowledge) may have been sent in of such error, such Purchaser shall promptly ) notify the Administrator Administrative Agent of such occurrence and, upon demand from the AdministratorAdministrative Agent, it shall promptly, but in all events no event later than one (1) Business Day thereafter, return to the Administrator Administrative Agent the amount of any such Erroneous Payment (or portion thereof) that as to which such a demand was made in same day funds (in the currency so received), together with interest thereon in respect of each day from and including the date such Erroneous Payment (or portion thereof) was received by such Purchaser Lender to the date such amount is repaid to the Administrator Administrative Agent in same day funds at the greater of the Overnight Bank Funding Rate and a rate determined by the Administrator Administrative Agent in accordance with banking industry rules on interbank compensation from time to time in effect. (c) The Seller Borrower and each other Purchaser Loan Party hereby agree agrees that (ix) in the event an Erroneous Payment (or portion thereof) is not recovered from any Purchaser Lender that has received such Erroneous Payment (or portion thereof) for any reasonreason (and without limiting the Administrative Agent’s rights and remedies under this Section 8.19), the Administrator Administrative Agent shall be subrogated to all the rights of such Purchaser Lender with respect to such amount and (iiy) an Erroneous Payment shall not pay, prepay, repay, discharge or otherwise satisfy any obligations Obligations owed by the Seller, Borrower or any Originator or the Servicer, except that 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 Administrator from the Seller, any Originator or the Servicer for the purpose of making such Erroneous Paymentother Loan Party. (d) In addition to any rights and remedies of the Administrative Agent provided by law, Administrative Agent shall have the right, without prior notice to any Lender, any such notice being expressly waived by such Lender to the extent permitted by applicable law, with respect to any Erroneous Payment for which a demand has been made in accordance with this Section 8.19 and which has not been returned to the Administrative Agent, to set off and appropriate and apply against such amount any and all deposits (general or special, time or demand, provisional or final but excluding trust accounts), in any currency, and any other credits, indebtedness or claims, in any currency, in each case whether direct or indirect, absolute or contingent, matured or unmatured, at any time held or owing by Administrative Agent or any of its Affiliate, branch or agency thereof to or for the credit or the account of such Lender. Administrative Agent agrees promptly to notify the Lender after any such setoff and application made by Administrative Agent; provided, that the failure to give such notice shall not affect the validity of such setoff and application. (e) Each party’s obligations under this Section 4.8 8.19 shall survive the resignation or replacement of the Administrator or any transfer of rights or obligations by, or the replacement of, a PurchaserAdministrative Agent, the termination of the Commitments or the repayment, satisfaction or discharge of all Seller’s obligations Obligations (or any portion thereof) under any Transaction Loan Document.

Erroneous Payment. (a) Each Purchaser hereby agrees that If the Administrative Agent notifies a Lender, L/C Issuer or Secured Party, or any Person who has received funds on behalf of a Lender, L/C Issuer or Secured Party such Lender or L/C Issuer (iany such Lender, L/C Issuer, Secured Party or other recipient, a “Payment Recipient”) if the Administrator notifies such Purchaser that the Administrator Administrative Agent has determined in its sole discretion (whether or not after receipt of any notice under immediately succeeding clause (b)) that any funds received by such Purchaser Payment Recipient from the Administrator Administrative Agent or any of its Affiliates were erroneously transmitted to, or otherwise erroneously or mistakenly received by, such Purchaser Payment Recipient (whether or not known to such Purchaser Lender, L/C Issuer, Secured Party or other Payment Recipient on its behalf) (any such funds, whether received as a payment, prepayment or repayment of principal, interest, fees fees, distribution or otherwise); , individually and collectively, an “Erroneous Payment”) and demands the return of such Erroneous Payment (or a portion thereof), such Purchaser Erroneous Payment shall at all times remain the property of the Administrative Agent and shall be segregated by the Payment Recipient and held in trust for the benefit of the Administrative Agent, and such Lender, L/C Issuer or Secured Party shall (or, with respect to any Payment Recipient who received such funds on its behalf, shall cause such Payment Recipient to) promptly, but in no event later than one two Business Day Days thereafter, return to the Administrator Administrative Agent the amount of any such Erroneous Payment (or portion thereof) as to which such a demand was made, in same day funds (in the currency so received), together with interest thereon in respect of each day from and including the date such Erroneous Payment (or portion thereof) was received by such Purchaser Payment Recipient to the date such amount is repaid to the Administrator Administrative Agent in same day funds at the greater of the Overnight Bank Funding Federal Funds Rate and a rate determined by the Administrator Administrative Agent in accordance with banking industry rules on interbank compensation from time to time in effect and (ii) such Purchaser shall not assert any right or claim to the Erroneous Payment, and hereby waives any claim, counterclaim, defense or right of set-off or recoupment with respect to any demand, claim or counterclaim by the Administrator for the return of any Erroneous Payments received, including without limitation waiver of any defense based on “discharge for value” or any similar doctrineeffect. A notice of the Administrator Administrative Agent to any Purchaser Payment Recipient under this clause (a) shall be conclusive, absent manifest error. (b) Without limiting immediately preceding clause (a), each Purchaser Lender, L/C Issuer or Secured Party, or any Person who has received funds on behalf of a Lender, L/C Issuer or Secured Party such Lender or L/C Issuer, hereby further agrees that if it receives an Erroneous Payment a payment, prepayment or repayment (whether received as a payment, prepayment or repayment of principal, interest, fees, distribution or otherwise) from the Administrator Administrative Agent (or any of its Affiliates) (ix) that is in an a different amount different than (other than a de minimis difference)than, or on a different date from, that specified in a notice of payment payment, prepayment or repayment sent by the Administrator Administrative Agent (or any of its Affiliates) with respect to such Erroneous Payment payment, prepayment or repayment, (an “Erroneous Payment Notice”), or (iiy) that was not preceded or accompanied by a notice of payment, prepayment or repayment sent by the Administrative Agent (or any of its Affiliates), or (z) that such Lender, L/C Issuer or Secured Party, or other such recipient, otherwise becomes aware was transmitted, or received, in error or by mistake (in whole or in part) in each case: (i) (A) in the case of immediately preceding clauses (x) or (y), an Erroneous Payment Notice, it error shall be on notice that, in each such case, presumed to have been made (absent written confirmation from the Administrative Agent to the contrary) or (B) an error has been made (in the case of immediately preceding clause (z)), in each case, with respect to such Erroneous Payment. Each Purchaser further agrees thatpayment, prepayment or repayment; and (ii) such Lender, L/C Issuer or Secured Party shall (and shall cause any other recipient that receives funds on its respective behalf to) promptly (and, in each all events, within one Business Day of its knowledge of such case, or if it otherwise becomes aware an Erroneous Payment (or portion thereoferror) may have been sent in error, such Purchaser shall promptly notify the Administrator Administrative Agent of its receipt of such occurrence payment, prepayment or repayment, the details thereof (in reasonable detail) and that it is so notifying the Administrative Agent pursuant to this Section 2.17(b); and, upon demand from the Administrator, it shall promptly, but in no event later than one (1) Business Day thereafter, return to the Administrator the amount of any such Erroneous Payment (or portion thereof) that was received by such Purchaser to the date such amount is repaid to the Administrator in same day funds at the greater of the Overnight Bank Funding Rate and a rate determined by the Administrator in accordance with banking industry rules on interbank compensation from time to time in effect. (c) The Seller Each Lender, L/C Issuer or Secured Party hereby authorizes the Administrative Agent to set off, net and each other Purchaser hereby agree that apply any and all amounts at any time owing to such Lender, L/C Issuer or Secured Party under any Loan Document, or otherwise payable or distributable by the Administrative Agent to such Lender, L/C Issuer or Secured Party from any source, against any amount due to the Administrative Agent under immediately preceding clause (ia) in or under the indemnification provisions of this Agreement. (d) In the event that an Erroneous Payment (or portion thereof) is not recovered by the Administrative Agent for any reason, after demand therefor by the Administrative Agent in accordance with immediately preceding clause (a), from any Purchaser Lender or L/C Issuer that has received such Erroneous Payment (or portion thereof) for (and/or from any reasonPayment Recipient who received such Erroneous Payment (or portion thereof) on its respective behalf) (such unrecovered amount, an “Erroneous Payment Return Deficiency”), upon the Administrative Agent’s notice to such Lender or L/C Issuer at any time, (i) such Lender or L/C Issuer shall be deemed to have assigned its Loans (but not its Commitments) of the relevant class with respect to which such Erroneous Payment was made (the “Erroneous Payment Impacted Class”) in an amount equal to the Erroneous Payment Return Deficiency (or such lesser amount as the Administrative Agent may specify) (such assignment of the Loans (but not Commitments) of the Erroneous Payment Impacted Class, the Administrator “Erroneous Payment Deficiency Assignment”) at par plus any accrued and unpaid interest (with the assignment fee to be waived by the Administrative Agent in such instance), and is hereby (together with the Borrower) deemed to execute and deliver an Assignment and Assumption (or, to the extent applicable, an agreement incorporating an Assignment and Assumption by reference pursuant to a Platform as to which the Administrative Agent and such parties are participants) with respect to such Erroneous Payment Deficiency Assignment, and such Lender or L/C Issuer shall deliver any Notes evidencing such Loans to the Borrower or the Administrative Agent, (ii) the Administrative Agent as the assignee Lender shall be deemed to acquire the Erroneous Payment Deficiency Assignment, (iii) upon such deemed acquisition, the Administrative Agent as the assignee Lender shall become a Lender or L/C Issuer, as applicable, hereunder with respect to such Erroneous Payment Deficiency Assignment and the assigning Lender or assigning L/C Issuer shall cease to be a Lender or L/C Issuer, as applicable, hereunder with respect to such Erroneous Payment Deficiency Assignment, excluding, for the avoidance of doubt, its obligations under the indemnification provisions of this Agreement and its applicable Commitments which shall survive as to such assigning Lender or assigning L/C Issuer and (iv) the Administrative Agent may reflect in the Register its ownership interest in the Loans subject to the Erroneous Payment Deficiency Assignment. The Administrative Agent may, in its discretion, sell any Loans acquired pursuant to an Erroneous Payment Deficiency Assignment and upon receipt of the proceeds of such sale, the Erroneous Payment Return Deficiency owing by the applicable Lender or L/C Issuer shall be reduced by the net proceeds of the sale of such Loan (or portion thereof), and the Administrative Agent shall retain all other rights, remedies and claims against such Lender or L/C Issuer (and/or against any recipient that receives funds on its respective behalf). For the avoidance of doubt, no Erroneous Payment Deficiency Assignment will reduce the Commitments of any Lender or L/C Issuer and such Commitments shall remain available in accordance with the terms of this Agreement. In addition, each party hereto agrees that, except to the extent that the Administrative Agent has sold a Loan (or portion thereof) acquired pursuant to an Erroneous Payment Deficiency Assignment, and irrespective of whether the Administrative Agent may be equitably subrogated, the Administrative Agent shall be contractually subrogated to all the rights and interests of such Purchaser the applicable Lender, L/C Issuer or Secured Party under the Loan Documents with respect to such amount and each Erroneous Payment Return Deficiency (iithe “Erroneous Payment Subrogation Rights”). (e) The parties hereto agree that an Erroneous Payment shall not pay, prepay, repay, discharge or otherwise satisfy any obligations Obligations owed by the SellerBorrower or any other Loan Party, any Originator or the Servicerexcept, except that 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 Administrator Administrative Agent from the Seller, Borrower or any Originator or the Servicer other Loan Party for the purpose of making such Erroneous Payment. (df) To the extent permitted by applicable Law, no Payment Recipient shall assert any right or claim to an Erroneous Payment, and hereby waives, and is deemed to waive, any claim, counterclaim, defense or right of set-off or recoupment with respect to any demand, claim or counterclaim by the Administrative Agent for the return of any Erroneous Payment received, including without limitation waiver of any defense based on “discharge for value” or any similar doctrine. (g) Each party’s obligations obligations, agreements and waivers under this Section 4.8 2.17 shall survive the resignation or replacement of the Administrator or Administrative Agent, any transfer of rights or obligations by, or the replacement of, a PurchaserLender or L/C Issuer, the termination of the Commitments or and/or the repayment, satisfaction or discharge of all Seller’s obligations Obligations (or any portion thereof) under any Transaction Loan Document.

Erroneous Payment. (a) Each Purchaser hereby agrees that If the Agent notifies a Lender, Issuer or other Secured Party, or any Person who has received funds on behalf of a Lender, Issuer or another Secured Party (iany such Lender, Issuer, Secured Party or other recipient, a “Payment Recipient”) if the Administrator notifies such Purchaser that the Administrator Agent has determined in its sole discretion (whether or not after receipt of any notice under immediately succeeding Section 14.14(b)) that any funds received by such Purchaser Payment Recipient from the Administrator Agent or any of its Affiliates were erroneously transmitted to, or otherwise erroneously or mistakenly received by, such Purchaser Payment Recipient (whether or not known to such Purchaser Lender, Issuer, other Secured Party or other Payment Recipient on its behalf) (any such funds, whether received as a payment, prepayment or repayment of principal, interest, fees fees, distribution or otherwise); , individually and collectively, an “Erroneous Payment”) and demands the return of such Erroneous Payment (or a portion thereof), such Purchaser Erroneous Payment shall at all times remain the property of the Agent and shall be segregated by the Payment Recipient and held in trust for the benefit of the Agent, and such Lender, Issuer or other Secured Party shall (or, with respect to any Payment Recipient who received such funds on its behalf, shall cause such Payment Recipient to) promptly, but in no event later than one two (2) Business Day Days thereafter, return to the Administrator Agent the amount of any such Erroneous Payment (or portion thereof) as to which such a demand was made, in same day funds (in the currency so received), together with interest thereon in respect of each day from and including the date such Erroneous Payment (or portion thereof) was received by such Purchaser Payment Recipient to the date such amount is repaid to the Administrator Agent in same day funds at the greater of the Overnight Bank Funding Effective Federal Funds Rate and a rate determined by the Administrator Agent in accordance with banking industry rules on interbank compensation from time to time in effect and (ii) such Purchaser shall not assert any right or claim to the Erroneous Payment, and hereby waives any claim, counterclaim, defense or right of set-off or recoupment with respect to any demand, claim or counterclaim by the Administrator for the return of any Erroneous Payments received, including without limitation waiver of any defense based on “discharge for value” or any similar doctrineeffect. A notice of from the Administrator Agent to any Purchaser Payment Recipient under this clause (aSection 14.14(a) shall be conclusive, absent manifest error. (b) Without limiting immediately preceding clause (aSection 14.14(a), each Purchaser Lender, Issuer or other Secured Party, or any Person who has received funds on behalf of a Lender, Issuer or other Secured Party hereby further agrees that if it receives an Erroneous Payment a payment, prepayment or repayment (whether received as a payment, prepayment or repayment of principal, interest, fees, distribution or otherwise) from the Administrator Agent (or any of its Affiliates) (ix) that is in an amount different than (other than a de minimis difference)than, or on a different date from, that specified in a notice of payment payment, prepayment or repayment sent by the Administrator Agent (or any of its Affiliates) with respect to such Erroneous Payment such, prepayment or repayment (an “Erroneous Payment Notice”), or (iiy) that was not preceded or accompanied by an Erroneous Payment Noticea notice of payment, it shall be on notice thatprepayment or repayment sent by the Agent (or any of its Affiliates), or (z) that such Lender, Issuer or other Secured Party, or other such recipient, otherwise becomes aware was transmitted, or received, in error or by mistake (in whole or in part), in each such case: (A) In the case of immediately preceding clause (x) or (y), an error shall be presumed to have been made (absent written confirmation from the Agent to the contrary) or (B) an error has been made (in the case of immediately preceding clause (z)), in each case, with respect to such Erroneous Payment. Each Purchaser further agrees thatpayment, prepayment or repayment; and (ii) such Lender, Issuer or other Secured Party shall (and shall cause any other recipient that receives funds on its respective behalf to) promptly (and, in each such caseall events, or if it otherwise becomes aware an Erroneous Payment (or portion thereof) may have been sent in error, such Purchaser shall promptly notify the Administrator of such occurrence and, upon demand from the Administrator, it shall promptly, but in no event later than within one (1) Business Day thereafterof its knowledge of such error) notify the Agent of its receipt of such payment, return prepayment or repayment, the details thereof (in reasonable detail) and that it is so notifying the Agent pursuant to the Administrator the amount of any such Erroneous Payment (or portion thereof) that was received by such Purchaser to the date such amount is repaid to the Administrator in same day funds at the greater of the Overnight Bank Funding Rate and a rate determined by the Administrator in accordance with banking industry rules on interbank compensation from time to time in effectthis Section 14.14(b). (c) The Seller Each Lender, Issuer and each other Purchaser Secured Party hereby agree that authorizes the Agent to set off, net and apply any and all amounts at any time owing to such Lender, Issuer or other Secured Party under any Other Document, or otherwise payable or distributable by the Agent to such Lender, Issuer or other Secured Party from any source, against any amount due to the Agent under Section 14.14(a) or under the indemnification provisions of this Agreement. (id) in In the event that an Erroneous Payment (or portion thereof) is not recovered by the Agent for any reason, after demand therefor by the Agent in accordance with Section 14.14(a), from any Purchaser Lender or Issuer that has received such Erroneous Payment (or portion thereof) for and/or from any reasonPayment Recipient who received such Erroneous Payment (or portion thereof) on its respective behalf (such unrecovered amount, an “Erroneous Payment Return Deficiency”), upon the Agent’s notice to such Lender or Issuer at any time, (i) such Lender or Issuer shall be deemed to have assigned its Advances (but not its commitments) of the relevant class with respect to which such Erroneous Payment was made (the “Erroneous Payment Impacted Class”) in an amount equal to the Erroneous Payment Return Deficiency (or such lesser amount as the Agent may specify) (such assignment of the Advances (but not commitments) of the Erroneous Payment Impacted Class, the Administrator “Erroneous Payment Deficiency Assignment”) at par plus any accrued and unpaid interest (with the assignment fee to be waived by the Agent in such instance), and is hereby (together with the Credit Parties) deemed to execute and deliver an assignment and assumption with respect to such Erroneous Payment Deficiency Assignment, and such Lender or Issuer shall deliver any Notes evidencing such Advances to the Borrowers or the Agent, (ii) the Agent as the assignee Lender shall be deemed to acquire the Erroneous Payment Deficiency Assignment, (iii) upon such deemed acquisition, the Agent as the assignee Lender shall become a Lender or Issuer, as applicable, hereunder with respect to such Erroneous Payment Deficiency Assignment and the assigning Lender or assigning Issuer shall cease to be a Lender or Issuer, as applicable, hereunder with respect to such Erroneous Payment Deficiency Assignment, excluding for the avoidance of doubt, its obligations under the indemnification provisions of this Agreement and its applicable commitments which shall survive as to such assigning Lender or assigning Issuer and (iv) the Agent may reflect in the Register its ownership interest in the Advances subject to the Erroneous Payment Deficiency Assignment. The Agent may, in its discretion, sell any Advances acquired pursuant to an Erroneous Payment Deficiency Assignment and upon receipt of the proceeds of such sale, the Erroneous Payment Return Deficiency owing by the applicable Lender or Issuer shall be reduced by the net proceeds of the sale of such Advance (or portion thereof), and the Agent shall retain all other rights, remedies and claims against such Lender or Issuer (and/or against any recipient that receives funds on its respective behalf). For the avoidance of doubt, no Erroneous Payment Deficiency Assignment will reduce the commitments of any Lender or Issuer and such commitments shall remain available in accordance with the terms of this Agreement. In addition, each party hereto agrees that, except to the extent that the Agent has sold an Advance (or portion thereof) acquired pursuant to an Erroneous Payment Deficiency Assignment, and irrespective of whether the Agent may be equitably subrogated, the Agent shall be contractually subrogated to all the rights and interests of such Purchaser the applicable Lender, Issuer or other Secured Party under the Other Documents with respect to such amount and Erroneous Payment Return Deficiency (iithe “Erroneous Payment Subrogation Rights”). (e) The parties hereto agree that an Erroneous Payment shall not pay, prepay, repay, discharge or otherwise satisfy any obligations Obligations owed by the Sellerany Credit Party, any Originator or the Servicerexcept, except that 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 Administrator Agent from or on behalf of (including through the Seller, exercise of remedies under this Agreement or any Originator or the Servicer Other Document) any such Credit Party for the purpose of making such Erroneous Payment; provided that this Section 14.14 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 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 Agent. (df) To the extent permitted by Applicable Law, no Payment Recipient shall assert any right or claim to an Erroneous Payment, and hereby waives, and is deemed to waive, any claim, counterclaim, defense or right of set-off or recoupment with respect to any demand, claim or counterclaim by the Agent for the return of any Erroneous Payment received, including without limitation, waiver of any defense based on “discharge for value” or any similar doctrine. (g) Each party’s obligations under this Section 4.8 14.14 shall survive the resignation or replacement of the Administrator or any transfer of rights or obligations by, or the replacement of, a PurchaserAgent, the termination of all of the Commitments or the commitments and/or repayment, satisfaction or discharge of all Seller’s obligations Obligations (or any portion thereof) under this Agreement or any Transaction Other Document.

Erroneous Payment. (a) Each Purchaser hereby agrees that If the Administrative Agent (ix) if the Administrator notifies a Lender or Secured Party, or any Person who has received funds on behalf of a Lender or Secured Party (any such Purchaser Lender, Secured Party or other recipient, a “Payment Recipient”) that the Administrator Administrative Agent has determined in its sole discretion (whether or not after receipt of any notice under immediately succeeding clause (b)) that any funds (as set forth in such notice from the Administrative Agent) received by such Purchaser Payment Recipient from the Administrator Administrative Agent or any of its Affiliates were erroneously or mistakenly transmitted to, or otherwise erroneously or mistakenly received by, such Purchaser Payment Recipient (whether or not known to such Purchaser Lender, Secured Party or other Payment Recipient on its behalf) (any such funds, whether transmitted or received as a payment, prepayment or repayment of principal, interest, fees fees, distribution or otherwise); , individually and collectively, an “Erroneous Payment”) and (y) demands in writing the return of such Erroneous Payment (or a portion thereof), such Purchaser Erroneous Payment shall at all times remain the property of the Administrative Agent pending its return or repayment as contemplated below in this Section 9.23 and held in trust for the benefit of the Administrative Agent, and such Lender or Secured Party shall (or, with respect to any Payment Recipient who received such funds on its behalf, shall cause such Payment Recipient to) promptly, but in no event later than one two Business Day thereafterDays thereafter (or such later date as the Administrative Agent may, in its sole discretion, specify in writing), return to the Administrator Administrative Agent the amount of any such Erroneous Payment (or portion thereof) as to which such a demand was made, in same day funds (in the currency so received), together with interest thereon (except to the extent waived in writing by the Administrative Agent) in respect of each day from and including the date such Erroneous Payment (or portion thereof) was received by such Purchaser Payment Recipient to the date such amount is repaid to the Administrator Administrative Agent in same day funds at the greater of the Overnight Bank Funding Federal Funds Effective Rate and a rate determined by the Administrator Administrative Agent in accordance with banking industry rules on interbank compensation from time to time in effect and (ii) such Purchaser shall not assert any right or claim to the Erroneous Payment, and hereby waives any claim, counterclaim, defense or right of set-off or recoupment with respect to any demand, claim or counterclaim by the Administrator for the return of any Erroneous Payments received, including without limitation waiver of any defense based on “discharge for value” or any similar doctrineeffect. A notice of the Administrator Administrative Agent to any Purchaser Payment Recipient under this clause (a) shall be conclusive, absent manifest error. (b) Without limiting immediately preceding clause (a), each Purchaser hereby further Lender, Secured Party or any Person who has received funds on behalf of a Lender or Secured Party, agrees that if it receives an Erroneous Payment a payment, prepayment or repayment (whether received as a payment, prepayment or repayment of principal, interest, fees, distribution or otherwise) from the Administrator Administrative Agent (or any of its Affiliates) (ix) that is in an a different amount different than (other than a de minimis difference)than, or on a different date from, that specified in this Agreement or in a notice of payment payment, prepayment or repayment sent by the Administrator Administrative Agent (or any of its Affiliates) with respect to such Erroneous Payment payment, prepayment or repayment, (an “Erroneous Payment Notice”), or (iiy) that was not preceded or accompanied by an Erroneous Payment Noticea notice of payment, it shall be on notice thatprepayment or repayment sent by the Administrative Agent (or any of its Affiliates), or (z) that such Lender or Secured Party, or other such recipient, otherwise becomes aware was transmitted, or received, in error or by mistake (in whole or in part), then in each such case: (i) it acknowledges and agrees that (A) in the case of immediately preceding clauses (x) or (y), an error and mistake shall be presumed to have been made (absent written confirmation from the Administrative Agent to the contrary) or (B) an error and mistake has been made (in the case of immediately preceding clause (z)), in each case, with respect to such Erroneous Payment. Each Purchaser further agrees thatpayment, prepayment or repayment; and (ii) such Lender or Secured Party shall (and shall use commercially reasonable efforts to cause any other recipient that receives funds on its respective behalf to) promptly (and, in each all events, within three (3) Business Days of its knowledge of the occurrence of any of the circumstances described in immediately preceding clauses (x), (y) and (z)) notify the Administrative Agent of its receipt of such casepayment, prepayment or if repayment, the details thereof (in reasonable detail) and that it otherwise becomes aware is so notifying the Administrative Agent pursuant to this Section 9.23(b). For the avoidance of doubt, the failure to deliver a notice to the Administrative Agent pursuant to this Section 9.23(b) shall not have any effect on a Payment Recipient’s obligations pursuant to Section 9.23(a) or on whether or not an Erroneous Payment (or portion thereof) may have has been sent in error, such Purchaser shall promptly notify the Administrator of such occurrence and, upon demand from the Administrator, it shall promptly, but in no event later than one (1) Business Day thereafter, return to the Administrator the amount of any such Erroneous Payment (or portion thereof) that was received by such Purchaser to the date such amount is repaid to the Administrator in same day funds at the greater of the Overnight Bank Funding Rate and a rate determined by the Administrator in accordance with banking industry rules on interbank compensation from time to time in effectmade. (c) Each Lender or Secured Party hereby authorizes the Administrative Agent to set off, net and apply any and all amounts at any time owing to such Lender or Secured Party under any Loan Document, or otherwise payable or distributable by the Administrative Agent to such Lender or Secured Party under any Loan Document with respect to any payment of principal, interest, fees or other amounts, against any amount that the Administrative Agent has demanded to be returned under immediately preceding clause (a). (d) The Seller and each other Purchaser hereby parties hereto agree that (ix) irrespective of whether the Administrative Agent may be equitably subrogated, in the event that an Erroneous Payment (or portion thereof) is not recovered from any Purchaser Payment Recipient that has received such Erroneous Payment (or portion thereof) for any reason, the Administrator Administrative Agent shall be subrogated to all the rights and interests of such Purchaser Payment Recipient (and, in the case of any Payment Recipient who has received funds on behalf of a Lender or Secured Party, to the rights and interests of such Lender or Secured Party, as the case may be) under the Loan Documents with respect to such amount (the “Erroneous Payment Subrogation Rights”) (provided that the Loan Parties’ Obligations under the Loan Documents in respect of the Erroneous Payment Subrogation Rights shall not be duplicative of such Obligations in respect of Term Loans that have been assigned to the Administrative Agent under an Erroneous Payment Deficiency Assignment) and (iiy) an Erroneous Payment shall not pay, prepay, repay, discharge or otherwise satisfy any obligations Obligations owed by the SellerBorrower or any other Loan Party; provided that this Section 9.23 shall not be interpreted to increase (or accelerate the due date for), any Originator or have the Servicereffect of increasing (or accelerating the due date for), except the Obligations of the Borrower relative to the amount (and/or timing for payment) of the Obligations that in each casewould have been payable had such Erroneous Payment not been made by the Administrative Agent; provided, further, that for the avoidance of doubt, immediately preceding clauses (x) and (y) 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 Administrator Administrative Agent from the Seller, any Originator or the Servicer Borrower for the purpose of making such Erroneous Payment. (de) To the extent permitted by applicable law, no Payment Recipient shall assert any right or claim to an Erroneous Payment, and hereby waives, and is deemed to waive, any claim, counterclaim, defense or right of set-off or recoupment with respect to any demand, claim or counterclaim by the Administrative Agent for the return of any Erroneous Payment received, including, without limitation, any defense based on “discharge for value” or any similar doctrine. (f) Each party’s obligations obligations, agreements and waivers under this Section 4.8 9.23 shall survive the resignation or replacement of the Administrator or any transfer of rights or obligations by, or the replacement of, a PurchaserAdministrative Agent, the termination of the Commitments or and/or the repayment, satisfaction satisfactory or discharge of all Seller’s obligations Obligations (or any portion thereof) under any Transaction Loan Document.

Erroneous Payment. (a) Each Purchaser hereby agrees that If the Administrative Agent (ix) if the Administrator notifies a Lender, or any Person who has received funds on behalf of a Lender (any such Purchaser Lender or other recipient (and each of their respective successors and assigns), a “Payment Recipient”) that the Administrator Administrative Agent has determined in its sole discretion (whether or not after receipt of any notice under immediately succeeding clause (b)) that any funds (as set forth in such notice from the Administrative Agent) received by such Purchaser Payment Recipient from the Administrator Administrative Agent or any of its Affiliates were erroneously or mistakenly transmitted to, or otherwise erroneously or mistakenly received by, such Purchaser Payment Recipient (whether or not known to such Purchaser Lender or other Payment Recipient on its behalf) (any such funds, whether transmitted or received as a payment, prepayment or repayment of principal, interest, fees fees, distribution or otherwise); , individually and collectively, an “Erroneous Payment”) and (y) demands in writing the return of such Erroneous Payment (or a portion thereof), such Purchaser Erroneous Payment shall at all times remain the property of the Administrative Agent pending its return or repayment as contemplated below in this Section 10.10 and held in trust for the benefit of the Administrative Agent, and such Lender shall (or, with respect to any Payment Recipient who received such funds on its behalf, shall cause such Payment Recipient to) promptly, but in no event later than one two (2) Business Day thereafterDays thereafter (or such later date as the Administrative Agent may, in its sole discretion, specify in writing), return to the Administrator Administrative Agent the amount of any such Erroneous Payment (or portion thereof) as to which such a demand was made, in same day funds (in the currency so received), together with interest thereon (except to the extent waived in writing by the Administrative Agent) in respect of each day from and including the date such Erroneous Payment (or portion thereof) was received by such Purchaser Payment Recipient to the date such amount is repaid to the Administrator Administrative Agent in same day funds at the greater of the Overnight Bank Funding Federal Funds Rate and a rate determined by the Administrator Administrative Agent in accordance with banking industry rules on interbank compensation from time to time in effect and (ii) such Purchaser shall not assert any right or claim to the Erroneous Payment, and hereby waives any claim, counterclaim, defense or right of set-off or recoupment with respect to any demand, claim or counterclaim by the Administrator for the return of any Erroneous Payments received, including without limitation waiver of any defense based on “discharge for value” or any similar doctrineeffect. A notice of the Administrator Administrative Agent to any Purchaser Payment Recipient under this clause (a) shall be conclusive, absent manifest error. (b) Without limiting immediately preceding clause (a), each Purchaser hereby further Lender or any Person who has received funds on behalf of a Lender (and each of their respective successors and assigns), agrees that if it receives an Erroneous Payment a payment, prepayment or repayment (whether received as a payment, prepayment or repayment of principal, interest, fees, distribution or otherwise) from the Administrator Administrative Agent (or any of its Affiliates) (ix) that is in an a different amount different than (other than a de minimis difference)than, or on a different date from, that specified in this Agreement or in a notice of payment payment, prepayment or repayment sent by the Administrator Administrative Agent (or any of its Affiliates) with respect to such Erroneous Payment payment, prepayment or repayment, (an “Erroneous Payment Notice”), or (iiy) that was not preceded or accompanied by an Erroneous Payment Noticea notice of payment, it shall be on notice thatprepayment or repayment sent by the Administrative Agent (or any of its Affiliates), or (z) that such Lender or other such recipient, otherwise becomes aware was transmitted, or received, in error or by mistake (in whole or in part), then in each such case: (i) it acknowledges and agrees that (A) in the case of immediately preceding clauses (x) or (y), an error and mistake shall be presumed to have been made (absent written confirmation from the Administrative Agent to the contrary) or (B) an error and mistake has been made (in the case of immediately preceding clause (z)), in each case, with respect to such Erroneous Payment. Each Purchaser further agrees thatpayment, prepayment or repayment; and (ii) such Lender shall use commercially reasonable efforts to (and shall use commercially reasonable efforts to cause any other recipient that receives funds on its respective behalf to) promptly (and, in each all events, within one (1) Business Day of its knowledge of the occurrence of any of the circumstances described in immediately preceding clauses (x), (y) and (z)) notify the Administrative Agent of its receipt of such casepayment, prepayment or repayment, the details thereof (in reasonable detail) and that it is so notifying the Administrative Agent pursuant to this Section 10.10 (b). For the avoidance of doubt, the failure to deliver a notice to the Administrative Agent pursuant to this 10.10 (b) shall not have any effect on a Payment Recipient’s obligations pursuant to Section 10.10 (a) or on whether or not an Erroneous Payment has been made. (c) Each Lender hereby authorizes the Administrative Agent to set off, net and apply any and all amounts at any time owing to such Lender under any Loan Document, or if it otherwise becomes aware payable or distributable by the Administrative Agent to such Lender under any Loan Document with respect to any payment of principal, interest, fees or other amounts, against any amount that the Administrative Agent has demanded to be returned under immediately preceding clause (a). (i) In the event that an Erroneous Payment (or portion thereof) may have been sent is not recovered by the Administrative Agent for any reason, after demand therefor in erroraccordance with immediately preceding clause (a), such Purchaser shall promptly notify the Administrator of such occurrence and, upon demand from the Administrator, it shall promptly, but in no event later than one (1) Business Day thereafter, return to the Administrator the amount of any Lender that has received such Erroneous Payment (or portion thereof) that (and/or from any Payment Recipient who received such Erroneous Payment (or portion thereof) on its respective behalf) (such unrecovered amount, an “Erroneous Payment Return Deficiency”), upon the Administrative Agent’s notice to such Lender at any time, then effective immediately (with the consideration therefor being acknowledged by the parties hereto), (A) such Lender shall be deemed to have assigned its Loans (but not its Commitments) with respect to which such Erroneous Payment was received by such Purchaser made (the “Erroneous Payment Impacted Class”) in an amount equal to the date Erroneous Payment Return Deficiency (or such lesser amount as the Administrative Agent may specify) (such assignment of the Loans (but not Commitments) of the Erroneous Payment Impacted Class, the “Erroneous Payment Deficiency Assignment”) (on a cashless basis and such amount calculated at par plus any accrued and unpaid interest (with the assignment fee to be waived by the Administrative Agent in such instance)), and is repaid hereby (together with the Borrower) deemed to execute and deliver an Assignment and Assumption (or, to the Administrator in same day funds at extent applicable, an agreement incorporating an Assignment and Assumption by reference pursuant to an electronic platform approved by the greater Administrative Agent as to which the Administrative Agent and such parties are participants) with respect to such Erroneous Payment Deficiency Assignment, and such Lender shall deliver any Pagarés or promissory notes (acceptable to the Administrative Agent) evidencing such Loans to the Borrower or the Administrative Agent (but the failure of such Person to deliver any such Pagarés or promissory notes shall not affect the effectiveness of the Overnight Bank Funding Rate foregoing assignment), (B) the Administrative Agent as the assignee Lender shall be deemed to have acquired the Erroneous Payment Deficiency Assignment, (C) upon such deemed acquisition, the Administrative Agent as the assignee Lender shall become a Lender, as applicable, hereunder with respect to such Erroneous Payment Deficiency Assignment and the assigning Lender shall cease to be a rate determined by Lender, as applicable, hereunder with respect to such Erroneous Payment Deficiency Assignment, excluding, for the Administrator avoidance of doubt, its obligations under the indemnification provisions of this Agreement and its applicable Commitments which shall survive as to such assigning Lender, (D) the Administrative Agent and the Borrower shall each be deemed to have waived any consents required under this Agreement to any such Erroneous Payment Deficiency Assignment, and (E) the Administrative Agent will reflect in the Register its ownership interest in the Loans subject to the Erroneous Payment Deficiency Assignment. For the avoidance of doubt, no Erroneous Payment Deficiency Assignment will reduce the Commitments of any Lender and such Commitments shall remain available in accordance with banking industry rules the terms of this Agreement. (ii) Subject to Section 11.6.2 (but excluding, in all events, any assignment consent or approval requirements (whether from the Borrower or otherwise)), the Administrative Agent may, in its discretion, sell any Loans acquired pursuant to an Erroneous Payment Deficiency Assignment to a Qualified Lender and upon receipt of the proceeds of such sale, the Erroneous Payment Return Deficiency owing by the applicable Lender shall be reduced by the net proceeds of the sale of such Loan (or portion thereof), and the Administrative Agent shall retain all other rights, remedies and claims against such Lxxxxx (and/or against any recipient that receives funds on interbank compensation its respective behalf). In addition, an Erroneous Payment Return Deficiency owing by the applicable Lender (x) shall be reduced by the proceeds of prepayments or repayments of principal and interest, or other distribution in respect of principal and interest, received by the Administrative Agent on or with respect to any such Loans acquired from such Lender pursuant to an Erroneous Payment Deficiency Assignment (to the extent that any such Loans are then owned by the Administrative Agent) and (y) may, in the sole discretion of the Administrative Agent, be reduced by any amount specified by the Administrative Agent in writing to the applicable Lender from time to time in effecttime. (ce) The Seller and each other Purchaser hereby parties hereto agree that (ix) irrespective of whether the Administrative Agent may be equitably subrogated, in the event that an Erroneous Payment (or portion thereof) is not recovered from any Purchaser Payment Recipient that has received such Erroneous Payment (or portion thereof) for any reason, the Administrator Administrative Agent shall be subrogated to all the rights and interests of such Purchaser Payment Recipient (and, in the case of any Payment Recipient who has received funds on behalf of a Lender, to the rights and interests of such Lender, as the case may be) under the Loan Documents with respect to such amount (the “Erroneous Payment Subrogation Rights”) (provided that the Loan Parties’ Obligations under the Loan Documents in respect of the Erroneous Payment Subrogation Rights shall not be duplicative of such Obligations in respect of Loans that have been assigned to the Administrative Agent under an Erroneous Payment Deficiency Assignment) and (iiy) an Erroneous Payment shall not pay, prepay, repay, discharge or otherwise satisfy any obligations Obligations owed by the SellerBorrower or any other Loan Party; provided that this Section 10.10 shall not be interpreted to increase (or accelerate the due date for), any Originator or have the Servicereffect of increasing (or accelerating the due date for), except the Obligations of the Borrower relative to the amount (and/or timing for payment) of the Obligations that in each casewould have been payable had such Erroneous Payment not been made by the Administrative Agent; provided, further, that for the avoidance of doubt, immediately preceding clauses (x) and (y) 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 Administrator Administrative Agent from the Seller, any Originator or the Servicer Borrower for the purpose of making such Erroneous Payment. (df) To the extent permitted by applicable law, no Payment Recipient shall assert any right or claim to an Erroneous Payment, and hereby waives, and is deemed to waive, any claim, counterclaim, defense or right of set-off or recoupment with respect to any demand, claim or counterclaim by the Administrative Agent for the return of any Erroneous Payment received, including, without limitation, any defense based on “discharge for value” or any similar doctrine. (g) Each party’s obligations obligations, agreements and waivers under this Section 4.8 10.10 shall survive the resignation or replacement of the Administrator or Administrative Agent, any transfer of rights or obligations by, or the replacement of, a PurchaserLender, the termination of the Commitments or and/or the repayment, satisfaction or discharge of all Seller’s obligations Obligations (or any portion thereof) under any Transaction Loan Document.

Erroneous Payment. (a) Each Purchaser Lender and each LC Issuer hereby agrees that (i) if the Administrator Administrative Agent notifies a Lender, LC Issuer or other Credit Party who has received funds on behalf of a Lender, LC Issuer or other Credit Party (any such Purchaser Lender, LC Issuer or other Credit Party (and each of their respective successors and assigns), a “Payment Recipient”) that the Administrator Administrative Agent has determined in its sole discretion that any funds (as set forth in such notice from the Administrative Agent) received by such Purchaser Payment Recipient from the Administrator Administrative Agent, any of its sub-agents or any of its Affiliates were erroneously or mistakenly transmitted to, or otherwise erroneously or mistakenly received by, such Purchaser Payment Recipient (whether or not known to such Purchaser Lender, LC Issuer, other Credit Party or other Payment Recipient on its behalf) (any such funds, whether transmitted or received as a payment, prepayment or repayment of principal, interest, fees or otherwise); , individually and collectively, an “Erroneous Payment”) and demands the return of such Erroneous Payment (or a portion thereof), such Purchaser Lender, LC Issuer or other Credit Party shall (or, with respect to any Payment Recipient who received such funds on its behalf, shall cause such Payment Recipient to) promptly, but in no event later than one (1) Business Day thereafter, return to the Administrator Administrative Agent (or its sub-agent) the amount of any such Erroneous Payment (or portion thereof) as to which such a demand was made, in same day funds (in the currency so received), together with interest thereon in respect of each day from and including the date such Erroneous Payment (or portion thereof) was received by such Purchaser Payment Recipient to the date such amount is repaid to the Administrator Administrative Agent (or its sub-agent) in same day funds at the greater of the Overnight Bank Funding Base Rate and a rate determined by the Administrator Administrative Agent in accordance with banking industry rules on interbank compensation from time to time in effect effect. A notice of the Administrative Agent to any Payment Recipient under this Section 10.26(a) shall be conclusive, absent manifest error. For avoidance of doubt, for purposes of this Section 10.26, any payments made by the Administrative Agent shall include payments made by its sub-agent (including any paying agent) and payments made from any account of such sub-agent (iiincluding any paying agent) in accordance with Section 9.5. (b) Without limiting immediately preceding Section 10.26(a), each Lender, LC Issuer or other Credit Party (and each of their respective successors and assigns) hereby further agrees that if it receives an Erroneous Payment from the Administrative Agent (or any of its sub-agents or 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 sub-agents or Affiliates) with respect to such Purchaser Erroneous Payment, (y) that was not preceded or accompanied by a notice of payment, prepayment or repayment sent by the Administrative Agent (or any of its sub-agents or Affiliates), or (z) that such Lender, LC Issuer or other Credit Party otherwise becomes aware was transmitted, or received, in error or by mistake (in whole or in part), then in each such case, it acknowledges and agrees that an error and mistake 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, LC Issuer or other Credit Party shall not assert any right or claim to the Erroneous Payment, and hereby waives waives, any claim, counterclaim, defense or right of set-off or recoupment with respect to any demand, claim or counterclaim by the Administrator Administrative Agent (or any of its sub-agents or Affiliates) for the return of any Erroneous Payments received, including without limitation waiver of any defense based on “discharge for value” or any similar doctrine. A notice of the Administrator to any Purchaser under this clause (a) shall be conclusiveEach Lender, absent manifest error. (b) Without limiting immediately preceding clause (a), each Purchaser hereby further agrees that if it receives an Erroneous Payment from the Administrator (LC Issuer 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 Administrator (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 Purchaser further Credit Party agrees that, in each such case, or if it otherwise becomes aware an Erroneous Payment shall promptly (and, in all events, within one (1) Business Day of its knowledge (or portion thereofdeemed knowledge) may have been sent in of such error, such Purchaser shall promptly ) notify the Administrator Administrative Agent of such occurrence and, upon demand from the AdministratorAdministrative Agent, it shall promptly, but in all events no event later than one (1) Business Day thereafter, return to the Administrator Administrative Agent or its sub-agent or Affiliate the amount of any such Erroneous Payment (or portion thereof) that as to which such a demand was made in same day funds (in the currency so received), together with interest thereon in respect of each day from and including the date such Erroneous Payment (or portion thereof) was received by such Purchaser Lender, LC Issuer or other Credit Party to the date such amount is repaid to the Administrator Administrative Agent (or its sub-agent or Affiliate) in same day funds at the greater of the Overnight Bank Funding Base Rate and a rate determined by the Administrator Administrative Agent in accordance with banking industry rules on interbank compensation from time to time in effect. (c) The Seller and each other Purchaser Obligors hereby agree that (ix) in the event an Erroneous Payment (or portion thereof) is not recovered from any Purchaser Lender, LC Issuer or other Credit Party that has received such Erroneous Payment (or portion thereof) for any reason, the Administrator Administrative Agent shall be subrogated to all the rights of such Purchaser Lender, LC Issuer or other Credit Party with respect to such amount and (iiy) an Erroneous Payment shall not pay, prepay, repay, discharge or otherwise satisfy any obligations Obligations owed by the SellerObligors unless, for the avoidance of doubt, such Erroneous Payment (or portion thereof) that is not recovered from such Lender, LC Issuer or other Credit Party is with respect to any Originator funds paid by any Obligor to the Administrative Agent, in which case such Erroneous Payment shall be deemed to be an optional prepayment of the Obligations owed to such Lender, LC Issuer or other Credit Party paid in accordance with this Agreement. (d) (i) In the Servicerevent that an Erroneous Payment (or portion thereof) is not recovered by the Administrative Agent for any reason, except after demand therefor in accordance with immediately preceding clause (a), from any Lender or LC Issuer that has received such Erroneous Payment (or portion thereof) (and/or from any Payment Recipient who received such Erroneous Payment (or portion thereof) on its respective behalf) (such unrecovered amount, an “Erroneous Payment Return Deficiency”), upon the Administrative Agent’s notice to such Lender or LC Issuer at any time, then effective immediately (with the consideration therefor being acknowledged by the parties hereto), (A) such Lender or LC Issuer shall be deemed to have assigned its Loans (but not its Commitments) of the relevant Class with respect to which such Erroneous Payment was made (the “Erroneous Payment Impacted Class”) in each casean amount equal to the Erroneous Payment Return Deficiency (or such lesser amount as the Administrative Agent may specify) (such assignment of the Loans (but not Commitments) of the Erroneous Payment Impacted Class, the “Erroneous Payment Deficiency Assignment”) (on a cashless basis and such amount calculated at par plus any accrued and unpaid interest (with the assignment fee to be waived by the Administrative Agent in such instance)), and is hereby (together with the Borrower) deemed to execute and deliver an Assignment and Assumption (or, to the extent applicable, an agreement incorporating an Assignment and Assumption by reference pursuant to the Platform as to which the Administrative Agent and such parties are participants) with respect to such Erroneous Payment Deficiency Assignment, and such Lender or LC Issuer shall deliver any Notes evidencing such Loans to the Borrower or the Administrative Agent (but the failure of such Person to deliver any such Notes shall not affect the effectiveness of the foregoing assignment), (B) the Administrative Agent as the assignee Lender shall be deemed to have acquired the Erroneous Payment Deficiency Assignment, (C) upon such deemed acquisition, the Administrative Agent as the assignee Lender shall become a Lender or LC Issuer, as applicable, hereunder with respect to such Erroneous Payment Deficiency Assignment and the assigning Lender or assigning LC Issuer shall cease to be a Lender or LC Issuer, as applicable, hereunder with respect to and to the extent of such Erroneous Payment Deficiency Assignment, excluding, for the avoidance of doubt, its obligations under the indemnification provisions of this Agreement and its applicable Commitments which shall survive as to such assigning Lender or assigning LC Issuer, (D) the Administrative Agent and the Borrower shall each be deemed to have waived any consents required under this Agreement to any such Erroneous Payment Deficiency Assignment, and (E) the Administrative Agent will reflect in the Register its ownership interest in the Loans subject to the Erroneous Payment Deficiency Assignment. For the avoidance of doubt, no Erroneous Payment Deficiency Assignment will reduce the Commitments of any Lender and such Commitments shall remain available in accordance with the terms of this Agreement. (i) Subject to Sections 10.7(b)(ii) and (iv), the Administrative Agent may, in its discretion, sell any Loans acquired pursuant to an Erroneous Payment Deficiency Assignment and upon receipt of the proceeds of such sale, the Erroneous Payment Return Deficiency owing by the applicable Lender or LC Issuer shall be reduced by the net proceeds of the sale of such Loan (or portion thereof), and the Administrative Agent shall retain all other rights, remedies and claims against such Lender or LC Issuer (and/or against any recipient that receives funds on its respective behalf). In addition, an Erroneous Payment Return Deficiency owing by the applicable Lender (x) shall be reduced by the proceeds of prepayments or repayments of principal and interest, or other distribution in respect of principal and interest, received by the Administrative Agent on or with respect to any such Loans acquired from such Lender pursuant to an Erroneous Payment Deficiency Assignment (to the extent that any such Loans are then owned by the Administrative Agent) and (y) may, in the sole discretion of the Administrative Agent, be reduced by any amount specified by the Administrative Agent in writing to the applicable Lender from time to time. (e) The parties hereto agree that (x) irrespective of whether the Administrative Agent may be equitably subrogated, in the event that an Erroneous Payment (or portion thereof) is not recovered from any Payment Recipient that has received such Erroneous Payment (or portion thereof) for any reason, the Administrative Agent shall be subrogated to all the rights and interests of such Payment Recipient (and, in the case of any Payment Recipient who has received funds on behalf of a Lender, LC Issuer or other Credit Party, to the rights and interests of such Lender, LC Issuer or Credit Party, as the case may be) under the Loan Documents with respect to such amount (the “Erroneous Payment Subrogation Rights”) (provided that the Obligors’ Obligations under the Loan Documents in respect of the Erroneous Payment Subrogation Rights shall not be duplicative of such Obligations in respect of Loans that have been assigned to the Administrative Agent under an Erroneous Payment Deficiency Assignment) and (y) an Erroneous Payment shall not pay, prepay, repay, discharge or otherwise satisfy any Obligations owed by the Borrower or any other Obligor; provided that this Section 10.26(e) 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, immediately preceding clauses (x) and (y) 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 Administrator Administrative Agent from the Seller, any Originator or the Servicer Borrower for the purpose of making such Erroneous Payment. (df) Each party’s obligations To the extent permitted by applicable law, no Payment Recipient shall assert any right or claim to an Erroneous Payment, and hereby waives, and is deemed to waive, any claim, counterclaim, defense or right of set-off or recoupment with respect to any demand, claim or counterclaim by the Administrative Agent (or its sub-agents or Affiliates) for the return of any Erroneous Payment received, including without limitation, any defense based on “discharge for value” or any similar doctrine. (g) The obligations, agreements and waivers under this Section 4.8 10.26 of each of the Administrative Agent (together with its sub-agents and Affiliates), Lenders or LC Issuers shall survive the resignation or replacement of the Administrator or Administrative Agent, any transfer of rights or obligations by, or the replacement of, a PurchaserLender or LC Issuer, the termination of the Commitments or and/or the repayment, satisfaction or discharge of all Seller’s obligations Obligations (or any portion thereof) under any Transaction Loan Document.

Erroneous Payment. (ai) Each Purchaser Lender and L/C Issuer hereby agrees that (ix) if the Administrator Administrative Agent notifies such Purchaser Lender or L/C Issuer that the Administrator Administrative Agent has determined in its sole discretion that any funds received by such Purchaser Xxxxxx or L/C Issuer from the Administrator Administrative Agent or any of its Affiliates were erroneously transmitted to, or otherwise erroneously or mistakenly received by, such Purchaser (whether or not known to such Purchaser (whether as a payment, prepayment or repayment of principal, interest, fees or otherwise); individually and collectively, an a “Erroneous Payment”) were erroneously transmitted to such Lender or L/C Issuer (whether or not known to such Lender or L/C Issuer), and demands the return of such Erroneous Payment (or a portion thereof), such Purchaser Lender or L/C Issuer shall promptly, but in no event later than one Business Day thereafter, return to the Administrator Administrative Agent the amount of any such Erroneous Payment (or portion thereof) as to which such a demand was made, made in same day funds (in the currency so received)funds, together with interest thereon in respect of each day from and including the date such Erroneous Payment (or portion thereof) was received by such Purchaser Lender or L/C Issuer to the date such amount is repaid to the Administrator in same day funds Administrative Agent at the greater of the Overnight Bank Funding NYFRB Rate and a rate determined by the Administrator Administrative Agent in accordance with banking industry rules on interbank compensation from time to time in effect effect, and (iiy) to the extent permitted by applicable law, such Purchaser Lender or L/C Issuer shall not assert any right or claim to the Erroneous Paymentassert, and hereby waives waives, as to the Administrative Agent, any claim, counterclaim, defense or right of set-off setoff or recoupment with respect to any demand, claim or counterclaim by the Administrator Administrative Agent for the return of any Erroneous Payments received, including without limitation waiver of any defense based on “discharge for value” or any similar doctrine. A notice of the Administrator Administrative Agent to any Purchaser Lender or L/C Issuer under this clause Section 9.13 (aa)(i) shall be conclusive, absent manifest error. (bii) Without limiting immediately preceding clause (a), each Purchaser Each Lender and L/C Issuer hereby further agrees that if it receives an Erroneous a Payment from the Administrator (Administrative Agent or any of its Affiliates) Affiliates (ix) that is in an a different amount different than (other than a de minimis difference)than, or on a different date from, that specified in a notice of payment sent by the Administrator Administrative Agent (or any of its Affiliates) with respect to such Erroneous Payment (an a “Erroneous Payment Notice”), ) or (iiy) that was not preceded or accompanied by an Erroneous a Payment Notice, it shall be on notice thatnotice, in each such case, that an error has been made with respect to such Erroneous Payment. Each Purchaser further Lender and L/C Issuer agrees that, in each such case, or if it otherwise becomes aware an Erroneous a Payment (or portion thereof) may have been sent in error, such Purchaser Lender or L/C Issuer shall promptly notify the Administrator Administrative Agent of such occurrence and, upon demand from the AdministratorAdministrative Agent, it shall promptly, but in no event later than one (1) Business Day thereafter, return to the Administrator Administrative Agent the amount of any such Erroneous Payment (or portion thereof) that 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 Purchaser Lender or L/C Issuer to the date such amount is repaid to the Administrator in same day funds Administrative Agent at the greater of the Overnight Bank Funding NYFRB Rate and a rate determined by the Administrator Administrative Agent in accordance with banking industry rules on interbank compensation from time to time in effect. (ciii) The Seller and each other Purchaser Borrowers hereby agree that (ix) in the event an Erroneous erroneous Payment (or portion thereof) is are not recovered from any Purchaser Lender or L/C Issuer that has received such Erroneous Payment (or portion thereof) for any reason, the Administrator Administrative Agent shall be subrogated to all the rights of such Purchaser Lender or L/C Issuer with respect to such amount and (iiy) an Erroneous erroneous Payment shall not pay, prepay, repay, discharge or otherwise satisfy any obligations Obligations owed by the Seller, any Originator or the Servicer, except that 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 Administrator from the Seller, any Originator or the Servicer for the purpose of making such Erroneous PaymentBorrowers. (div) Each party’s obligations under this Section 4.8 9.14 shall survive the resignation or replacement of the Administrator Administrative Agent or any transfer of rights or obligations by, or the replacement of, a PurchaserLender, the termination of the Commitments or the repayment, satisfaction or discharge of all Seller’s obligations (or any portion thereof) Obligations under any Transaction Loan Document.

Erroneous Payment. (a) Each Purchaser hereby agrees that If the Administrative Agent (ix) if the Administrator notifies a Bank or any Person who has received funds on behalf of a Bank (any such Purchaser Bank or other recipient, a “Payment Recipient”) that the Administrator Administrative Agent has determined in its sole discretion (whether or not after receipt of any notice under immediately succeeding clause (b)) that any funds received by such Purchaser Payment Recipient from the Administrator Administrative Agent or any of its Affiliates were erroneously transmitted to, or otherwise erroneously or mistakenly received by, such Purchaser Payment Recipient (whether or not known to such Purchaser Bank or other Payment Recipient on its behalf) (any such funds, whether received as a payment, prepayment or repayment of principal, interest, fees fees, distribution or otherwise); , individually and collectively, an “Erroneous Payment”) and (y) demands in writing the return of such Erroneous Payment (or a portion thereof), such Purchaser Erroneous Payment shall at all times remain the property of the Administrative Agent and shall be segregated by the Payment Recipient pending its return or repayment as contemplated below in this Section 10.11 and held in trust for the benefit of the Administrative Agent, and such Bank shall (or, with respect to any Payment Recipient who received such funds on its behalf, shall cause such Payment Recipient to) promptly, but in no event later than one Business Day thereaftertwo Banking Days thereafter (or such later date as the Administrative Agent may, in its sole discretion, specify in writing), return to the Administrator Administrative Agent the amount of any such Erroneous Payment (or portion thereof) as to which such a demand was made, in same day funds (in the currency so received), together with interest thereon (except to the extent waived in writing by the Administrative Agent) in respect of each day from and including the date such Erroneous Payment (or portion thereof) was received by such Purchaser Payment Recipient to the date such amount is repaid to the Administrator Administrative Agent in same day funds at the greater of the Overnight Bank Funding Federal Funds Effective Rate and a rate determined by the Administrator Administrative Agent in accordance with banking industry rules on interbank compensation from time to time in effect and (ii) such Purchaser shall not assert any right or claim to the Erroneous Payment, and hereby waives any claim, counterclaim, defense or right of set-off or recoupment with respect to any demand, claim or counterclaim by the Administrator for the return of any Erroneous Payments received, including without limitation waiver of any defense based on “discharge for value” or any similar doctrineeffect. A notice of the Administrator Administrative Agent to any Purchaser Payment Recipient under this clause (a) shall be conclusive, absent manifest error. (b) Without limiting immediately preceding clause (a), each Purchaser Bank or any Person who has received funds on behalf of a Bank hereby further agrees that if it receives an Erroneous Payment a payment, prepayment or repayment (whether received as a payment, prepayment or repayment of principal, interest, fees, distribution or otherwise) from the Administrator Administrative Agent (or any of its Affiliates) (ix) that is in an a different amount different than (other than a de minimis difference)than, or on a different date from, that specified in this Agreement or in a notice of payment payment, prepayment or repayment sent by the Administrator Administrative Agent (or any of its Affiliates) with respect to such Erroneous Payment payment, prepayment or repayment, (an “Erroneous Payment Notice”), or (iiy) that was not preceded or accompanied by a notice of payment, prepayment or repayment sent by the Administrative Agent (or any of its Affiliates), or (z) that such Bank, or other such recipient, otherwise becomes aware was transmitted, or received, in error or by mistake (in whole or in part), then in each case: (i) it acknowledges and agrees that (A) in the case of immediately preceding clauses (x) or (y), an Erroneous Payment Notice, it error and mistake shall be on notice thatpresumed to have been made (absent written confirmation from the Administrative Agent to the contrary) or (B) an error and mistake has been made (in the case of immediately preceding clause (z)), in each such case, an error has been made with respect to such Erroneous Payment. Each Purchaser further agrees thatpayment, prepayment or repayment; and (ii) such Bank shall (and shall cause any other recipient that receives funds on its respective behalf to) promptly (and, in each all events, within one Banking Day of its knowledge of the occurrence of any of the circumstances described in the immediately preceding clauses (x), (y) and (z)) notify the Administrative Agent of its receipt of such casepayment, prepayment or repayment, the details thereof (in reasonable detail) and that it is so notifying the Administrative Agent pursuant to this Section 10.11(b). For the avoidance of doubt, the failure to deliver a notice to the Administrative Agent pursuant to this Section 10.11(b) shall not have any effect on a Payment Recipient’s obligations pursuant to Section 10.11(a) or on whether or not an Erroneous Payment has been made. (c) Each Bank hereby authorizes the Administrative Agent to set off, net and apply any and all amounts at any time owing to such Bank under any Loan Document, or if it otherwise becomes aware payable or distributable by the Administrative Agent to such Bank under any Loan Document with respect to any payment of principal, interest, fees or other amounts against any amount due to the Administrative Agent under immediately preceding clause (a). (i) In the event that an Erroneous Payment (or portion thereof) may have been sent is not recovered by the Administrative Agent for any reason, after demand therefor in erroraccordance with immediately preceding clause (a), such Purchaser shall promptly notify the Administrator of such occurrence and, upon demand from the Administrator, it shall promptly, but in no event later than one (1) Business Day thereafter, return to the Administrator the amount of any Bank that has received such Erroneous Payment (or portion thereof) that (and/or from any Payment Recipient who received such Erroneous Payment (or portion thereof) on its respective behalf) (such unrecovered amount, an “Erroneous Payment Return Deficiency”), upon the Administrative Agent’s notice to such Bank at any time, then effective immediately (with the consideration therefor being acknowledged by the parties hereto), (A) such Bank shall be deemed to have assigned its Loans (but not its Commitments) with respect to which such Erroneous Payment was received by such Purchaser made (the “Erroneous Payment Impacted Class”) in an amount equal to the date Erroneous Payment Return Deficiency (or such lesser amount as the Administrative Agent may specify) (such assignment of the Loans (but not Commitments) of the Erroneous Payment Impacted Class, the “Erroneous Payment Deficiency Assignment”) (on a cashless basis and such amount calculated at par plus any accrued and unpaid interest (with the assignment fee to be waived by the Administrative Agent in such instance)), and is repaid hereby (together with the Borrower) deemed to execute and deliver an Assignment Agreement (or, to the Administrator in same day funds at extent applicable, an agreement incorporating an Assignment Agreement by reference pursuant to a Platform as to which the greater Administrative Agent and such parties are participants) with respect to such Erroneous Payment Deficiency Assignment, and such Bank shall deliver any Notes evidencing such Loans to the Borrower or the Administrative Agent (but the failure of such Person to deliver any such Notes shall not affect the effectiveness of the Overnight foregoing assignment), (B) the Administrative Agent as the assignee Bank Funding Rate shall be deemed to acquire the Erroneous Payment Deficiency Assignment, (C) upon such deemed acquisition, the Administrative Agent as the assignee Bank shall become a Bank hereunder with respect to such Erroneous Payment Deficiency Assignment and the assigning Bank shall cease to be a rate determined by Bank hereunder with respect to such Erroneous Payment Deficiency Assignment, excluding, for the Administrator avoidance of doubt, its obligations under the indemnification provisions of this Agreement and its applicable Commitments which shall survive as to such assigning Bank, (D) the Administrative Agent and the Borrower shall each be deemed to have waived any consents required under this Agreement to any such Erroneous Payment Deficiency Assignment, and (E) the Administrative Agent will reflect in the Register its ownership interest in the Loans subject to the Erroneous Payment Deficiency Assignment. For the avoidance of doubt, no Erroneous Payment Deficiency Assignment will reduce the Commitments of any Bank and such Commitments shall remain available in accordance with banking industry rules the terms of this Agreement. (ii) Subject to Section 11.9 (but excluding, in all events, any assignment consent or approval requirements (whether from the Borrower or otherwise)), the Administrative Agent may, in its discretion, sell any Loans acquired pursuant to an Erroneous Payment Deficiency Assignment and upon receipt of the proceeds of such sale, the Erroneous Payment Return Deficiency owing by the applicable Bank shall be reduced by the net proceeds of the sale of such Loan (or portion thereof), and the Administrative Agent shall retain all other rights, remedies and claims against such Bank (and/or against any recipient that receives funds on interbank compensation its respective behalf). In addition, an Erroneous Payment Return Deficiency owing by the applicable Bank (x) shall be reduced by the proceeds of prepayments or repayments of principal and interest, or other distribution in respect of principal and interest, received by the Administrative Agent on or with respect to any such Loans acquired from such Bank pursuant to an Erroneous Payment Deficiency Assignment (to the extent that any such Loans are then owned by the Administrative Agent) and (y) may, in the sole discretion of the Administrative Agent, be reduced by any amount specified by the Administrative Agent in writing to the applicable Bank from time to time in effecttime. (ce) The Seller and each other Purchaser hereby parties hereto agree that (ix) irrespective of whether the Administrative Agent may be equitably subrogated, in the event that an Erroneous Payment (or portion thereof) is not recovered from any Purchaser Payment Recipient that has received such Erroneous Payment (or portion thereof) for any reason, the Administrator Administrative Agent shall be subrogated to all the rights and interests of such Purchaser Payment Recipient (and, in the case of any Payment Recipient who has received funds on behalf of a Bank, to the rights and interests of such Bank) under the Loan Documents with respect to such amount (the “Erroneous Payment Subrogation Rights”) (provided that the Obligations under the Loan Documents in respect of the Erroneous Payment Subrogation Rights shall not be duplicative of such Obligations in respect of Loans that have been assigned to the Administrative Agent under an Erroneous Payment Deficiency Assignment) and (iiy) an Erroneous Payment shall not pay, prepay, repay, discharge or otherwise satisfy any obligations Obligations owed by the Seller, any Originator or the Servicer, except that 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 Administrator from the Seller, any Originator or the Servicer for the purpose of making such Erroneous Payment. (d) Each party’s obligations under this Section 4.8 shall survive the resignation or replacement of the Administrator Borrower or any transfer of rights or obligations by, or the replacement of, a Purchaser, the termination of the Commitments or the repayment, satisfaction or discharge of all Seller’s obligations (or any portion thereof) under any Transaction Document.other guarantor; provided that this Section

Erroneous Payment. (a) Each Purchaser Lender and each Issuing Bank hereby agrees that (i) if the Administrator Administrative Agent notifies such Purchaser Lender or Issuing Bank that the Administrator Administrative Agent has determined in its sole discretion that any funds received by such Purchaser Lender or Issuing Bank from the Administrator Administrative Agent or any of its Affiliates were erroneously transmitted to, or otherwise erroneously or mistakenly received by, such Purchaser Lender or Issuing Bank (whether or not known to such Purchaser Lender or Issuing Bank) (whether as a payment, prepayment or repayment of principal, interest, fees or otherwise); individually and collectively, an a “Erroneous Payment”” ) and demands the return of such Erroneous Payment (or a portion thereof), such Purchaser Lender or Issuing Bank shall promptly, but in no event later than one Business Day thereafter, return to the Administrator Administrative Agent the amount of any such Erroneous Payment (or portion thereof) as to which such a demand was made, in same day funds (in the currency so received), together with interest thereon in respect of each day from and including the date such Erroneous Payment (or portion thereof) was received by such Purchaser Lender or Issuing Bank to the date such amount is repaid to the Administrator Administrative Agent in same day funds at the greater of the Overnight Bank Funding NYFRB Rate and a rate determined by the Administrator Administrative Agent in accordance with banking industry rules on interbank compensation from time to time in effect and (ii) to the extent permitted by applicable law, such Purchaser Lender or Issuing Bank shall not assert any right or claim to the Erroneous Payment, and hereby waives waives, any claim, counterclaim, defense or right of set-off or recoupment with respect to any demand, claim or counterclaim by the Administrator Administrative Agent for the return of any Erroneous Payments received, including without limitation waiver of any defense based on “discharge for value” or any similar doctrine. A notice of the Administrator Administrative Agent to any Purchaser Lender or any Issuing Bank under this clause (a) shall be conclusive, absent manifest error. (b) Without limiting immediately preceding clause (a), each Purchaser Lender and each Issuing Bank hereby further agrees that if it receives an Erroneous Payment from the Administrator Administrative Agent (or any of its Affiliates) (ix) that is in an a different amount different than (other than a de minimis difference)than, or on a different date from, that specified in a notice of payment sent by the Administrator Administrative Agent (or any of its Affiliates) with respect to such Erroneous Payment (an “Erroneous Payment Notice”), or (iiy) that was not preceded or accompanied by an Erroneous Payment Notice, it shall be on notice thator (z) that such Lender or Issuing Bank otherwise becomes aware was transmitted, or received, in error or by mistake (in whole or in part), in each such 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 or Issuing Bank shall not assert any right or claim to the Erroneous Payment, and hereby waives, any claim, counterclaim, defense or right of set-off or recoupment with respect to any demand, claim or counterclaim by the Administrative Agent for the return of any Erroneous Payments received, including without limitation waiver of any defense based on “discharge for value” or any similar doctrine. Each Purchaser further Lender and each Issuing Bank agrees that, in each such case, or if it otherwise becomes aware an Erroneous Payment shall promptly (and, in all events, within one Business Day of its knowledge (or portion thereofdeemed knowledge) may have been sent in of such error, such Purchaser shall promptly ) notify the Administrator Administrative Agent of such occurrence and, upon demand from the AdministratorAdministrative Agent, it shall promptly, but in all events no event later than one (1) Business Day thereafter, return to the Administrator the amount of any such Erroneous Payment (or portion thereof) that was received by such Purchaser to the date such amount is repaid to the Administrator in same day funds at the greater of the Overnight Bank Funding Rate and a rate determined by the Administrator in accordance with banking industry rules on interbank compensation from time to time in effect.Day (c) The Seller Borrower and each other Purchaser Loan Party hereby agree agrees that (ix) in the event an Erroneous Payment (or portion thereof) is not recovered from any Purchaser Lender or Issuing Bank that has received such Erroneous Payment (or portion thereof) for any reason, the Administrator Administrative Agent shall be subrogated to all the rights of such Purchaser Lender or Issuing Bank with respect to such amount and (iiy) an Erroneous Payment shall not pay, prepay, repay, discharge or otherwise satisfy any obligations Obligations owed by the Seller, Borrower or any Originator or the Servicer, except that 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 Administrator from the Seller, any Originator or the Servicer for the purpose of making such Erroneous Paymentother Loan Party. (d) Each party’s obligations under this Section 4.8 8.11 shall survive the resignation or replacement of the Administrator or any transfer of rights or obligations by, or the replacement of, a PurchaserAdministrative Agent, the termination of the Commitments or the repayment, satisfaction or discharge of all Seller’s obligations Obligations (or any portion thereof) under any Transaction Loan Document.

Erroneous Payment. (a) Each Purchaser Lender and L/C Issuer hereby agrees that (ix) if the Administrator Administrative Agent notifies such Purchaser Lender or L/C Issuer that the Administrator Administrative Agent has determined in its sole discretion that any funds received by such Purchaser Lender or L/C Issuer from the Administrator Administrative Agent or any of its Affiliates were erroneously transmitted to, or otherwise erroneously or mistakenly received by, such Purchaser (whether or not known to such Purchaser (whether as a payment, prepayment or repayment of principal, interest, fees or otherwise); individually and collectively, an a “Erroneous Payment”) were erroneously transmitted to such Lender or L/C Issuer (whether or not known to such Lender or L/C Issuer), and demands the return of such Erroneous Payment (or a portion thereof), such Purchaser Lender or L/C Issuer shall promptly, but in no event later than one Business Day thereafter, return to the Administrator Administrative Agent the amount of any such Erroneous Payment (or portion thereof) as to which such a demand was made, made in same day funds (in the currency so received)funds, together with interest thereon in respect of each day from and including the date such Erroneous Payment (or portion thereof) was received by such Purchaser Lender or L/C Issuer to the date such amount is repaid to the Administrator in same day funds Administrative Agent at the greater of the Overnight Bank Funding NYFRB Rate and a rate determined by the Administrator Administrative Agent in accordance with banking industry rules on interbank compensation from time to time in effect effect, and (iiy) to the extent permitted by applicable law, such Purchaser Lender or L/C Issuer shall not assert any right or claim to the Erroneous Paymentassert, and hereby waives waives, as to the Administrative Agent, any claim, counterclaim, defense or right of set-off or recoupment with respect to any demand, claim or counterclaim by the Administrator Administrative Agent for the return of any Erroneous Payments received, including without limitation waiver of any defense based on “discharge for value” or any similar doctrine. A notice of the Administrator Administrative Agent to any Purchaser Lender or L/C Issuer under this clause (a) Section 9.17 shall be conclusive, absent manifest error. (b) Without limiting immediately preceding clause (a), each Purchaser hereby further agrees that if it receives an Erroneous Payment from the Administrator (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 Administrator (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 Purchaser 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 Purchaser shall promptly notify the Administrator of such occurrence and, upon demand from the Administrator, it shall promptly, but in no event later than one (1) Business Day thereafter, return to the Administrator the amount of any such Erroneous Payment (or portion thereof) that was received by such Purchaser to the date such amount is repaid to the Administrator in same day funds at the greater of the Overnight Bank Funding Rate and a rate determined by the Administrator in accordance with banking industry rules on interbank compensation from time to time in effect. (c) The Seller and each other Purchaser hereby agree that (i) in the event an Erroneous Payment (or portion thereof) is not recovered from any Purchaser that has received such Erroneous Payment (or portion thereof) for any reason, the Administrator shall be subrogated to all the rights of such Purchaser with respect to such amount and (ii) an Erroneous Payment shall not pay, prepay, repay, discharge or otherwise satisfy any obligations owed by the Seller, any Originator or the Servicer, except that 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 Administrator from the Seller, any Originator or the Servicer for the purpose of making such Erroneous Payment. (d) Each party’s obligations under this Section 4.8 shall survive the resignation or replacement of the Administrator or any transfer of rights or obligations by, or the replacement of, a Purchaser, the termination of the Commitments or the repayment, satisfaction or discharge of all Seller’s obligations (or any portion thereof) under any Transaction Document.

Erroneous Payment. (a) Each Purchaser hereby agrees that If the Administrative Agent notifies a Lender, L/C Issuer or Secured Party, or any Person who has received funds on behalf of a Lender, L/C Issuer or Secured Party such Lender or L/C Issuer (iany such Lender, L/C Issuer, Secured Party or other recipient, a “Payment Recipient”) if the Administrator notifies such Purchaser that the Administrator Administrative Agent has determined in its sole discretion (whether or not after receipt of any notice under immediately succeeding clause (b)) that any funds received by such Purchaser Payment Recipient from the Administrator Administrative Agent or any of its Affiliates were erroneously transmitted to, or otherwise erroneously or mistakenly received by, such Purchaser Payment Recipient (whether or not known to such Purchaser Lender, L/C Issuer, Secured Party or other Payment Recipient on its behalf) (any such funds, whether received as a payment, prepayment or repayment of principal, interest, fees fees, distribution or otherwise); , individually and collectively, an “Erroneous Payment”) and demands the return of such Erroneous Payment (or a portion thereof), such Purchaser Erroneous Payment shall at all times remain the property of the Administrative Agent and shall be segregated by the Payment Recipient and held in trust for the benefit of the Administrative Agent, and such Lender, L/C Issuer or Secured Party shall (or, with respect to any Payment 95 Recipient who received such funds on its behalf, shall cause such Payment Recipient to) promptly, but in no event later than one two Business Day Days thereafter, return to the Administrator Administrative Agent the amount of any such Erroneous Payment (or portion thereof) as to which such a demand was made, in same day funds (in the currency so received), together with interest thereon in respect of each day from and including the date such Erroneous Payment (or portion thereof) was received by such Purchaser Payment Recipient to the date such amount is repaid to the Administrator Administrative Agent in same day funds at the greater of the Overnight Bank Funding Federal Funds Rate and a rate determined by the Administrator Administrative Agent in accordance with banking industry rules on interbank compensation from time to time in effect and (ii) such Purchaser shall not assert any right or claim to the Erroneous Payment, and hereby waives any claim, counterclaim, defense or right of set-off or recoupment with respect to any demand, claim or counterclaim by the Administrator for the return of any Erroneous Payments received, including without limitation waiver of any defense based on “discharge for value” or any similar doctrineeffect. A notice of the Administrator Administrative Agent to any Purchaser Payment Recipient under this clause (a) shall be conclusive, absent manifest error. (b) Without limiting immediately preceding clause (a), each Purchaser Lender, L/C Issuer or Secured Party, or any Person who has received funds on behalf of a Lender, L/C Issuer or Secured Party such Lender or L/C Issuer, hereby further agrees that if it receives an Erroneous Payment a payment, prepayment or repayment (whether received as a payment, prepayment or repayment of principal, interest, fees, distribution or otherwise) from the Administrator Administrative Agent (or any of its Affiliates) (ix) that is in an a different amount different than (other than a de minimis difference)than, or on a different date from, that specified in a notice of payment payment, prepayment or repayment sent by the Administrator Administrative Agent (or any of its Affiliates) with respect to such Erroneous Payment payment, prepayment or repayment, (an “Erroneous Payment Notice”), or (iiy) that was not preceded or accompanied by a notice of payment, prepayment or repayment sent by the Administrative Agent (or any of its Affiliates), or (z) that such Lender, L/C Issuer or Secured Party, or other such recipient, otherwise becomes aware was transmitted, or received, in error or by mistake (in whole or in part) in each case: (i) (A) in the case of immediately preceding clauses (x) or (y), an Erroneous Payment Notice, it error shall be on notice that, in each such case, presumed to have been made (absent written confirmation from the Administrative Agent to the contrary) or (B) an error has been made (in the case of immediately preceding clause (z)), in each case, with respect to such Erroneous Payment. Each Purchaser further agrees thatpayment, prepayment or repayment; and (ii) such Lender, L/C Issuer or Secured Party shall (and shall cause any other recipient that receives funds on its respective behalf to) promptly (and, in each all events, within one Business Day of its knowledge of such case, or if it otherwise becomes aware an Erroneous Payment (or portion thereoferror) may have been sent in error, such Purchaser shall promptly notify the Administrator Administrative Agent of its receipt of such occurrence payment, prepayment or repayment, the details thereof (in reasonable detail) and that it is so notifying the Administrative Agent pursuant to this Section 2.17(b); and, upon demand from the Administrator, it shall promptly, but in no event later than one (1) Business Day thereafter, return to the Administrator the amount of any such Erroneous Payment (or portion thereof) that was received by such Purchaser to the date such amount is repaid to the Administrator in same day funds at the greater of the Overnight Bank Funding Rate and a rate determined by the Administrator in accordance with banking industry rules on interbank compensation from time to time in effect. (c) The Seller Each Lender, L/C Issuer or Secured Party hereby authorizes the Administrative Agent to set off, net and each other Purchaser hereby agree that apply any and all amounts at any time owing to such Lender, L/C Issuer or Secured Party under any Loan Document, or otherwise payable or distributable by the Administrative Agent to such Lender, L/C Issuer or Secured Party from any source, against any amount due to the Administrative Agent under immediately preceding clause (ia) in or under the indemnification provisions of this Agreement. (d) In the event that an Erroneous Payment (or portion thereof) is not recovered by the Administrative Agent for any reason, after demand therefor by the Administrative Agent in accordance with immediately preceding clause (a), from any Purchaser Lender or L/C Issuer that has received such Erroneous Payment (or portion thereof) for (and/or from any reasonPayment Recipient who received such Erroneous Payment (or portion thereof) on its respective behalf) (such unrecovered amount, an “Erroneous Payment Return Deficiency”), upon the Administrative Agent’s notice to such Lender or L/C Issuer at any time, (i) such Lender or L/C Issuer shall be deemed to have assigned its Loans (but not its Commitments) of the relevant class with respect to which such Erroneous Payment was made (the “Erroneous Payment Impacted Class”) in an amount equal to the Erroneous Payment Return Deficiency (or such lesser amount as the Administrative Agent may specify) (such assignment of the Loans (but not Commitments) of the Erroneous Payment Impacted Class, the Administrator “Erroneous Payment Deficiency Assignment”) at par plus any accrued and unpaid interest (with the assignment fee to be waived by the Administrative Agent in such instance), and is hereby (together with the Borrower) deemed to execute and deliver an Assignment and Assumption (or, to the extent applicable, an agreement incorporating an Assignment and Assumption by reference pursuant to a Platform as to which the Administrative Agent and such parties are participants) with respect to such Erroneous Payment Deficiency Assignment, and such Lender or L/C Issuer shall deliver any Notes evidencing such Loans to the Borrower or the Administrative Agent, (ii) the Administrative Agent as the assignee Lender shall be deemed to acquire the Erroneous Payment Deficiency Assignment, (iii) upon such deemed acquisition, the Administrative Agent as the assignee Lender shall become a Lender or L/C Issuer, as applicable, hereunder with respect to such Erroneous Payment Deficiency Assignment and the assigning Lender or assigning L/C Issuer shall cease to be a Lender or L/C Issuer, as applicable, hereunder with respect to such Erroneous Payment Deficiency Assignment, excluding, for the avoidance of doubt, its obligations under the indemnification provisions of this Agreement and its applicable Commitments which shall survive as to such assigning Lender or assigning L/C Issuer and (iv) the Administrative Agent may reflect in the Register its ownership interest in the Loans subject to the Erroneous Payment Deficiency Assignment. The Administrative Agent may, in its discretion, sell any Loans acquired pursuant to an Erroneous Payment Deficiency Assignment and upon receipt of the proceeds of such sale, the Erroneous Payment Return Deficiency owing by the applicable Lender or L/C Issuer shall be reduced by the net proceeds of the sale of such Loan (or portion thereof), and the Administrative Agent shall retain all other rights, remedies and claims against such Lender or L/C Issuer (and/or against any recipient that receives funds on its respective behalf). For the avoidance of doubt, no Erroneous Payment Deficiency Assignment will reduce the Commitments of any Lender or L/C Issuer and such Commitments shall remain available in accordance with the terms of this Agreement. In addition, each party hereto agrees that, except to the extent that the Administrative Agent has sold a Loan (or portion thereof) acquired pursuant to an Erroneous Payment Deficiency Assignment, and irrespective of whether the Administrative Agent may be equitably subrogated, the Administrative Agent shall be contractually subrogated to all the rights and interests of such Purchaser the applicable Lender, L/C Issuer or Secured Party under the Loan Documents with respect to such amount and each Erroneous Payment Return Deficiency (iithe “Erroneous Payment Subrogation Rights”). (e) The parties hereto agree that an Erroneous Payment shall not pay, prepay, repay, discharge or otherwise satisfy any obligations Obligations owed by the SellerBorrower or any other Loan Party, any Originator or the Servicerexcept, except that 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 Administrator Administrative Agent from the Seller, Borrower or any Originator or the Servicer other Loan Party for the purpose of making such Erroneous Payment. (df) To the extent permitted by applicable Law, no Payment Recipient shall assert any right or claim to an Erroneous Payment, and hereby waives, and is deemed to waive, any claim, counterclaim, defense or right of set-off or recoupment with respect to any demand, claim or counterclaim by the Administrative Agent for the return of any Erroneous Payment received, including without limitation waiver of any defense based on “discharge for value” or any similar doctrine. (g) Each party’s obligations obligations, agreements and waivers under this Section 4.8 2.17 shall survive the resignation or replacement of the Administrator or Administrative Agent, any transfer of rights or obligations by, or the replacement of, a PurchaserLender or L/C Issuer, the termination of the Commitments or and/or the repayment, satisfaction or discharge of all Seller’s obligations Obligations (or any portion thereof) under any Transaction Loan Document.

Erroneous Payment. (a) Each Purchaser hereby agrees that If the Administrative Agent (ix) if notifies a Lender, Issuing Bank or any Person (excluding, for the Administrator notifies avoidance of doubt, the Borrower and its Affiliates) who has received funds on behalf of a Lender or Issuing Bank (any such Purchaser Lender, Issuing Bank, or other recipient (and each of their respective successors and assigns), a “Payment Recipient”) that the Administrator Administrative Agent has determined in its sole reasonable discretion (whether or not after receipt of any notice under immediately succeeding clause (b)) that any funds (as set forth in such notice from the Administrative Agent) received by such Purchaser Payment Recipient from the Administrator Administrative Agent or any of its Affiliates were erroneously or mistakenly transmitted to, or otherwise erroneously or mistakenly received by, such Purchaser Payment Recipient (whether or not known to such Purchaser Lender, Issuing Bank or other Payment Recipient on its behalf) (any such funds, whether transmitted or received as a payment, prepayment or repayment of principal, interest, fees fees, distribution or otherwise); , individually and collectively, an “Erroneous Payment”) and (y) demands in writing the return of such Erroneous Payment (or a portion thereof), such Purchaser Erroneous Payment shall at all times remain the property of the Administrative Agent pending its return or repayment as contemplated below in this Section 10.23 and held in trust for the benefit of the Administrative Agent, and such Lender or Issuing Bank shall (or, with respect to any Payment Recipient who received such funds on its behalf, shall cause such Payment Recipient to) promptly, but in no event later than one two Business Day thereafterDays thereafter (or such later date as the Administrative Agent may, in its sole discretion, specify in writing), return to the Administrator Administrative Agent the amount of any such Erroneous Payment (or portion thereof) as to which such a demand was made, in same day funds (in the currency so received), together with interest thereon (except to the extent waived in writing by the Administrative Agent) in respect of each day from and including the date such Erroneous Payment (or portion thereof) was received by such Purchaser Payment Recipient to the date such amount is repaid to the Administrator Administrative Agent in same day funds at the greater of the Overnight Bank Funding Federal Funds Rate and a rate determined by the Administrator Administrative Agent in accordance with banking industry rules on interbank compensation from time to time in effect and (ii) such Purchaser shall not assert any right or claim to the Erroneous Payment, and hereby waives any claim, counterclaim, defense or right of set-off or recoupment with respect to any demand, claim or counterclaim by the Administrator for the return of any Erroneous Payments received, including without limitation waiver of any defense based on “discharge for value” or any similar doctrineeffect. A notice of the Administrator Administrative Agent to any Purchaser Payment Recipient under this clause (a) shall be conclusive, absent manifest error. (b) Without limiting immediately preceding clause (a), each Purchaser hereby further Lender, Issuing Bank or any Person (excluding, for the avoidance of doubt, the Borrower and its Affiliates) who has received funds on behalf of a Lender or Issuing Bank (and each of their respective successors and assigns), agrees that if it receives an Erroneous Payment a payment, prepayment or repayment (whether received as a payment, prepayment or repayment of principal, interest, fees, distribution or otherwise) from the Administrator Administrative Agent (or any of its Affiliates) (ix) that is in an a different amount different than (other than a de minimis difference)than, or on a different date from, that specified in this Agreement or in a notice of payment payment, prepayment or repayment sent by the Administrator Administrative Agent (or any of its Affiliates) with respect to such Erroneous Payment payment, prepayment or repayment, (an “Erroneous Payment Notice”), or (iiy) that was not preceded or accompanied by an Erroneous Payment Noticea notice of payment, it shall be on notice thatprepayment or repayment sent by the Administrative Agent (or any of its Affiliates), or (z) that such Lender or Issuing Bank, or other such recipient, otherwise becomes aware was transmitted, or received, in error or by mistake (in whole or in part), then in each such case: (i) it acknowledges and agrees that (A) in the case of immediately preceding clauses (x) or (y), an error and mistake shall be presumed to have been made (absent written confirmation from the Administrative Agent to the contrary) or (B) an error and mistake has been made (in the case of immediately preceding clause (z)), in each case, with respect to such Erroneous Payment. Each Purchaser further agrees thatpayment, prepayment or repayment; and (ii) such Lender or Issuing Bank shall use commercially reasonable efforts to (and shall use commercially reasonable efforts to cause any other recipient that receives funds on its respective behalf to) promptly (and, in each all events, within one Business Day of its knowledge of the occurrence of any of the circumstances described in immediately preceding clauses (x), (y) and (z)) notify the Administrative Agent of its receipt of such casepayment, prepayment or if repayment, the details thereof (in reasonable detail) and that it otherwise becomes aware is so notifying the Administrative Agent pursuant to this Section 10.23(b). For the avoidance of doubt, the failure to deliver a notice to the Administrative Agent pursuant to this Section 10.23(b) shall not have any effect on a Payment Recipient’s obligations pursuant to Section 10.23(a) or on whether or not an Erroneous Payment (or portion thereof) may have has been sent in error, such Purchaser shall promptly notify the Administrator of such occurrence and, upon demand from the Administrator, it shall promptly, but in no event later than one (1) Business Day thereafter, return to the Administrator the amount of any such Erroneous Payment (or portion thereof) that was received by such Purchaser to the date such amount is repaid to the Administrator in same day funds at the greater of the Overnight Bank Funding Rate and a rate determined by the Administrator in accordance with banking industry rules on interbank compensation from time to time in effectmade. (c) The Seller Each Lender or Issuing Bank hereby authorizes the Administrative Agent to set off, net and each apply any and all amounts at any time owing to such Lender or Issuing Bank under any Loan Document, or otherwise payable or distributable by the Administrative Agent to such Lender or Issuing Bank under any Loan Document with respect to any payment of principal, interest, fees or other Purchaser hereby agree amounts, against any amount that the Administrative Agent has demanded to be returned under immediately preceding clause (a). (d) (i) Notwithstanding anything contained in Section 10.4, in the event that an Erroneous Payment (or portion thereof) is not recovered by the Administrative Agent for any reason, after demand therefor in accordance with immediately preceding clause (a), from any Purchaser Lender that has received such Erroneous Payment (or portion thereof) for (and/or from any reasonPayment Recipient who received such Erroneous Payment (or portion thereof) on its respective behalf) (such unrecovered amount, an “Erroneous Payment Return Deficiency”), upon the Administrative Agent’s notice to such Lender at any time, then effective immediately (with the consideration therefor being acknowledged by the parties hereto), (A) such Lender shall be deemed to have assigned its Loans (but not its Commitments) with respect to which such Erroneous Payment was made (the “Erroneous Payment Impacted Class”) in an amount equal to the Erroneous Payment Return Deficiency (or such lesser amount as the Administrative Agent may specify) (such assignment of the Loans (but not Commitments) of the Erroneous Payment Impacted Class, the Administrator shall “Erroneous Payment Deficiency Assignment”) (on a cashless basis and such amount calculated at par plus any accrued and unpaid interest (with the assignment fee to be subrogated waived by the Administrative Agent in such instance)), and is hereby (together with the Borrower) deemed to all execute and deliver an Assignment and Assumption (or, to the rights of extent applicable, an agreement incorporating an Assignment and Assumption by reference pursuant to an electronic platform approved by Administrative Agent as to which the Administrative Agent and such Purchaser parties are participants) with respect to such amount and (ii) an Erroneous Payment Deficiency Assignment, and such Lender shall deliver any Notes evidencing such Loans to the Borrower or the Administrative Agent (but the failure of such Person to deliver any such Notes shall not payaffect the effectiveness of the foregoing assignment), prepay(B) the Administrative Agent as the assignee Lender shall be deemed to have acquired the Erroneous Payment Deficiency Assignment, repay(C) upon such deemed acquisition, discharge or otherwise satisfy any obligations owed by the SellerAdministrative Agent as the assignee Lender shall become a Lender, any Originator or the Serviceras applicable, except that in each case, hereunder with respect to the extent such Erroneous Payment isDeficiency Assignment and the assigning Lender shall cease to be a Lender, and solely as applicable, hereunder with respect to the amount of such Erroneous Payment that isDeficiency Assignment, comprised of funds received by the Administrator from the Sellerexcluding, any Originator or the Servicer for the purpose avoidance of making doubt, its obligations under the indemnification provisions of this Agreement and its applicable Commitments which shall survive as to such assigning Lender, (D) the Administrative Agent and the Borrower shall each be deemed to have waived any consents required under this Agreement to any such Erroneous Payment. Payment Deficiency Assignment, and (dE) Each party’s obligations under this Section 4.8 shall survive the resignation or replacement Administrative Agent will reflect in the Register its ownership interest in the Loans subject to the Erroneous Payment Deficiency Assignment. For the avoidance of the Administrator or any transfer of rights or obligations bydoubt, or the replacement of, a Purchaser, the termination of no Erroneous Payment Deficiency Assignment will reduce the Commitments or of any Lender and such Commitments shall remain available in accordance with the repayment, satisfaction or discharge terms of all Seller’s obligations (or any portion thereof) under any Transaction Documentthis Agreement.

Erroneous Payment. (a) Each Purchaser hereby agrees If Administrative Agent notifies a Lender or Secured Party, or any Person who has received funds on behalf of a Lender or Secured Party (any such Lender, Secured Party or other recipient, a “Payment Recipient”) that (i) if the Administrator notifies such Purchaser that the Administrator Administrative Agent has determined in its sole discretion (whether or not after receipt of any notice under Section 12.30(b)) that any funds received by such Purchaser Payment Recipient from the Administrator Administrative Agent or any of its Affiliates were erroneously transmitted to, or otherwise erroneously or mistakenly received by, such Purchaser Payment Recipient (whether or not known to such Purchaser Lender, Secured Party or other Payment Recipient on its behalf) (any such funds, whether received as a payment, prepayment or repayment of principal, interest, fees fees, distribution or otherwise); , individually and collectively, an “Erroneous Payment”) and demands the return of such Erroneous Payment (or a portion thereof), such Purchaser Erroneous Payment shall at all times remain the property of Administrative Agent and shall be segregated by the Payment Recipient and held in trust for the benefit of Administrative Agent, and such Lender or Secured Party shall (or, with respect to any Payment Recipient who received such funds on its behalf, shall cause such Payment Recipient to) promptly, but in no event later than one two (2) Business Day Days thereafter, return to the Administrator Administrative Agent the amount of any such Erroneous Payment (or portion thereof) as to which such a demand was made, in same day funds (in the currency so received), together with interest thereon in respect of each day from and including the date such Erroneous Payment (or portion thereof) was received by such Purchaser Payment Recipient to the date such amount is repaid to the Administrator Administrative Agent in same day funds at the greater of the Overnight Bank Funding Federal Funds Effective Rate and a rate determined by the Administrator Administrative Agent in accordance with banking industry rules on interbank compensation from time to time in effect and effect. A notice of Administrative Agent to any Payment Recipient under this Section 12.30(a) shall be conclusive, absent manifest error. (b) Without limiting the provisions of Section 12.30(a), each Payment Recipient hereby further agrees that if it receives a payment, prepayment or repayment (whether received as a payment, prepayment or repayment of principal, interest, fees, distribution or otherwise) from Administrative Agent (or any of its Affiliates) (x) that is in a different amount than, or on a different date from, that specified in a notice of payment, prepayment or repayment sent by Administrative Agent (or any of its Affiliates) with respect to such payment, prepayment or repayment, (y) that was not preceded or accompanied by a notice of payment, prepayment or repayment sent by Administrative Agent (or any of its Affiliates), or (z) that such Payment Recipient otherwise becomes aware was transmitted, or received, in error or by mistake (in whole or in part), in each case: (i) in the case of immediately preceding clauses (x) or (y), an error shall be presumed to have been made (absent written confirmation from Administrative Agent to the contrary) 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 Purchaser Lender or Secured Party shall (and shall cause any other recipient that receives funds on its respective behalf to) promptly (and, in all events, within one Business Day of its knowledge of such error) notify Administrative Agent of its receipt of such payment, prepayment or repayment, the details thereof (in reasonable detail) and that it is so notifying Administrative Agent pursuant to this Section 12.30(b). (c) Each Lender or Secured Party hereby authorizes Administrative Agent to set off, net and apply any and all amounts at any time owing to such Lender or Secured Party under any Loan Document, or otherwise payable or distributable by Administrative Agent to such Lender or Secured Party from any source, against any amount due to Administrative Agent under Section 12.30(a) or under the indemnification provisions of this Agreement. (d) In the event that an Erroneous Payment (or portion thereof) is not recovered by Administrative Agent for any reason, after demand therefor by Administrative Agent in accordance with Section 12.30(a), from any Lender that has received such Erroneous Payment (or portion thereof) (and/or from any Payment Recipient who received such Erroneous Payment (or portion thereof) on its respective behalf) (such unrecovered amount, an “Erroneous Payment Return Deficiency”), upon Administrative Agent’s notice to such Lender at any time, (i) such Lender shall be deemed to have assigned its Loans (but not its Commitments) of the relevant Class with respect to which such Erroneous Payment was made (the “Erroneous Payment Impacted Class”) in an amount equal to the Erroneous Payment Return Deficiency (or such lesser amount as Administrative Agent may specify) (such assignment of the Loans (but not Commitments) of the Erroneous Payment Impacted Class, the “Erroneous Payment Deficiency Assignment”) at par plus any accrued and unpaid interest (with the assignment fee to be waived by Administrative Agent in such instance), and is hereby (together with Borrower) deemed to execute and deliver an Assignment and Acceptance with respect to such Erroneous Payment Deficiency Assignment, and such Lender shall deliver any Notes evidencing such Loans to Borrower Representative or Administrative Agent, (ii) Administrative Agent as the assignee Lender shall be deemed to acquire the Erroneous Payment Deficiency Assignment, (iii) upon such deemed acquisition, Administrative Agent as the assignee Lender shall become a Lender hereunder with respect to such Erroneous Payment Deficiency Assignment and the assigning Lender shall cease to be a Lender hereunder with respect to such Erroneous Payment Deficiency Assignment, excluding, for the avoidance of doubt, its obligations under the indemnification provisions of this Agreement and its applicable Commitments which shall survive as to such assigning Lender and (iv) Administrative Agent may reflect in the Register its ownership interest in the Loans subject to the Erroneous Payment Deficiency Assignment. Administrative Agent may, in its discretion, sell any Loans acquired pursuant to an Erroneous Payment Deficiency Assignment and upon receipt of the proceeds of such sale, the Erroneous Payment Return Deficiency owing by the applicable Lender shall be reduced by the net proceeds of the sale of such Loan (or portion thereof), and Administrative Agent shall retain all other rights, remedies and claims against such Lender (and/or against any recipient that receives funds on its respective behalf). For the avoidance of doubt, no Erroneous Payment Deficiency Assignment will reduce the Commitments of any Lender and such Commitments shall remain available in accordance with the terms of this Agreement. In addition, each party hereto agrees that, except to the extent that Administrative Agent has sold a Loan (or portion thereof) acquired pursuant to an Erroneous Payment Deficiency Assignment, and irrespective of whether Administrative Agent may be equitably subrogated, Administrative Agent shall be contractually subrogated to all the rights and interests of the applicable Lender or Secured Party under the Loan Documents with respect to each Erroneous Payment Return Deficiency (the “Erroneous Payment Subrogation Rights”). (e) The parties hereto agree that an Erroneous Payment shall not pay, prepay, repay, discharge or otherwise satisfy any Obligations owed by the Borrower, except, in each case, to the extent such Erroneous Payment is, and solely with respect to the amount of such ​ Erroneous Payment that is, comprised of funds received by Administrative Agent from the Borrower for the purpose of making such Erroneous Payment. (f) To the extent permitted by applicable law, no Payment Recipient shall assert any right or claim to the an Erroneous Payment, and hereby waives waives, and is deemed to waive, any claim, counterclaim, defense or right of set-off or recoupment with respect to any demand, claim or counterclaim by the Administrator Administrative Agent for the return of any Erroneous Payments Payment received, including without limitation waiver of any defense based on “discharge for value” or any similar doctrine. A notice of the Administrator to any Purchaser under this clause (a) shall be conclusive, absent manifest error. (b) Without limiting immediately preceding clause (a), each Purchaser hereby further agrees that if it receives an Erroneous Payment from the Administrator (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 Administrator (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 Purchaser 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 Purchaser shall promptly notify the Administrator of such occurrence and, upon demand from the Administrator, it shall promptly, but in no event later than one (1) Business Day thereafter, return to the Administrator the amount of any such Erroneous Payment (or portion thereof) that was received by such Purchaser to the date such amount is repaid to the Administrator in same day funds at the greater of the Overnight Bank Funding Rate and a rate determined by the Administrator in accordance with banking industry rules on interbank compensation from time to time in effect. (c) The Seller and each other Purchaser hereby agree that (i) in the event an Erroneous Payment (or portion thereof) is not recovered from any Purchaser that has received such Erroneous Payment (or portion thereof) for any reason, the Administrator shall be subrogated to all the rights of such Purchaser with respect to such amount and (ii) an Erroneous Payment shall not pay, prepay, repay, discharge or otherwise satisfy any obligations owed by the Seller, any Originator or the Servicer, except that 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 Administrator from the Seller, any Originator or the Servicer for the purpose of making such Erroneous Payment. (dg) Each party’s obligations obligations, agreements and waivers under this Section 4.8 10.18 shall survive the resignation or replacement of the Administrator or Administrative Agent, any transfer of rights or obligations by, or the replacement of, a PurchaserLender, the termination of the Commitments or and/or the repayment, satisfaction or discharge of all Seller’s obligations Obligations (or any portion thereof) under any Transaction Document).

Erroneous Payment. (a) Each Purchaser Lender (and each Participant of any of the foregoing, by its acceptance of a participation) hereby acknowledges and agrees that (i) if the Administrator Administrative Agent notifies such Purchaser Lender that the Administrator Administrative Agent has determined in its sole discretion that any funds (or any portion thereof) received by such Purchaser Lender (any of the foregoing, a “Payment Recipient”) from the Administrator Administrative Agent (or any of its Affiliates Affiliates) were erroneously transmitted to, or otherwise erroneously or mistakenly received by, such Purchaser Payment Recipient (whether or not known to such Purchaser Payment Recipient) (whether as a payment, prepayment or repayment of principal, interest, fees or otherwise); individually and collectively, an a “Erroneous Payment”) and demands the return of such Erroneous Payment (or a portion thereof)Payment, such Purchaser Payment Recipient shall promptly, but in no event later than one Business Day thereafter, return to the Administrator Administrative Agent the amount of any such Erroneous Payment as to which such a demand was made. A notice of the Administrative Agent to any Payment Recipient under this Section shall be conclusive, absent manifest error. (b) Without limitation of clause (a) above, each Payment Recipient further acknowledges and agrees that if such Payment Recipient receives a Payment from the Administrative Agent (or any of its Affiliates) (x) that is in an amount, or on a date different from the amount and/or date specified in a notice of payment sent by the Administrative Agent (or any of its Affiliates) with respect to such Payment (a “Payment Notice”), (y) that was not preceded or accompanied by a Payment Notice, or (z) that such Payment Recipient otherwise becomes aware was transmitted, or received, in error or by mistake (in whole or in part), in each case, it understands and agrees at the time of receipt of such Payment that an error has been made (and that it is deemed to have knowledge of such error) with respect to such Payment. Each Payment Recipient agrees that, in each such case, it shall promptly notify the Administrative Agent of such occurrence and, upon demand from the Administrative Agent, it shall promptly, but in no event later than one Business Day thereafter, return to the Administrative Agent the amount of any such Payment (or portion thereof) as to which such a demand was made, . (c) Any Payment required to be returned by a Payment Recipient under this Section shall be made in same same-day funds (in the currency so received), together with interest thereon in respect of each day from and including the date such Erroneous Payment (or portion thereof) was received by such Purchaser Payment Recipient to the date such amount is repaid to the Administrator in same day funds Administrative Agent at the greater of the Overnight Bank Funding Federal Funds Effective Rate and a rate determined by the Administrator in accordance with banking industry rules on interbank compensation from time to time in effect and (ii) such Purchaser shall not assert any right or claim to the Erroneous Payment, and hereby waives any claim, counterclaim, defense or right of set-off or recoupment with respect to any demand, claim or counterclaim by the Administrator for the return of any Erroneous Payments received, including without limitation waiver of any defense based on “discharge for value” or any similar doctrine. A notice of the Administrator to any Purchaser under this clause (a) shall be conclusive, absent manifest error. (b) Without limiting immediately preceding clause (a), each Purchaser hereby further agrees that if it receives an Erroneous Payment from the Administrator (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 Administrator (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 Purchaser 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 Purchaser shall promptly notify the Administrator of such occurrence and, upon demand from the Administrator, it shall promptly, but in no event later than one (1) Business Day thereafter, return to the Administrator the amount of any such Erroneous Payment (or portion thereof) that was received by such Purchaser to the date such amount is repaid to the Administrator in same day funds at the greater of the Overnight Bank Funding Rate and a rate determined by the Administrator Administrative Agent in accordance with banking industry rules on interbank compensation from time to time in effect. Each Payment Recipient hereby agrees that it shall not assert and, to the fullest extent permitted by applicable law, hereby waives, any right to retain such Payment, and any claim, counterclaim, defense or right of set-off or recoupment or similar right to any demand by the Administrative Agent for the return of any Payment received, including without limitation any defense based on “discharge for value” or any similar doctrine. (cd) The Seller Loan Parties and each other Purchaser Subsidiary of the Borrower hereby agree agrees that (ix) in the event an Erroneous erroneous Payment (or portion thereof) is not recovered from any Purchaser Lender that has received such Erroneous Payment (or portion thereof) for any reason, the Administrator Administrative Agent shall be subrogated to all the rights of such Purchaser Lender with respect to such amount and (iiy) an Erroneous erroneous Payment shall not pay, prepay, repay, discharge or otherwise satisfy any obligations Obligations owed by the SellerBorrower or any other Subsidiary except, any Originator or the Servicer, except that in each case, to the extent such Erroneous erroneous Payment is, and solely with respect to the amount of such Erroneous erroneous Payment that is, comprised of funds received by of the Administrator from the Seller, Borrower or any Originator or the Servicer for the purpose of making such Erroneous Paymentother Subsidiary. (de) Each party’s obligations obligations, agreements and waivers under this Section 4.8 8.11 shall survive the resignation or replacement of the Administrator or Administrative Agent, any transfer of rights or obligations by, or the replacement of, a PurchaserLender, the termination of the Revolving Credit Commitments or and/or the repayment, satisfaction or discharge of all Seller’s obligations Obligations (or any portion thereof) under any Transaction Loan Document.

Erroneous Payment. If Agent notifies a Lender or L/C Issuer (aany such Lender or L/C Issuer, a “Payment Recipient”) Each Purchaser hereby agrees that (i) if the Administrator notifies such Purchaser that the Administrator Agent has determined in its sole discretion (whether or not after receipt of any notice under immediately succeeding clause (b)) that any funds received by such Purchaser Payment Recipient from the Administrator Agent or any of its Affiliates were erroneously transmitted to, or otherwise erroneously or mistakenly received by, such Purchaser Payment Recipient (whether or not known to such Purchaser Payment Recipient) (any such funds, whether received as a payment, prepayment or repayment of principal, interest, fees fees, distribution or otherwise); , individually and collectively, an “Erroneous Payment”) and demands the return of such Erroneous Payment (or a portion thereof), such Purchaser Erroneous Payment shall at all times remain the property of Agent and shall be segregated by the Payment Recipient and held in trust for the benefit of Agent, and such Lender, L/C Issuer or other Credit Party shall (or, with respect to any Payment Recipient who received such funds on its behalf, shall cause such Payment Recipient to) promptly, but in no event later than one two (2) Business Day Days thereafter, return to the Administrator Agent the amount of any such Erroneous Payment (or portion thereof) as to which such a demand was made, in same day funds (in the currency so received), together with interest thereon in respect of each day from and including the date such Erroneous Payment (or portion thereof) was received by such Purchaser Payment Recipient to the date such amount is repaid to the Administrator Agent in same day funds at the greater of the Overnight Bank Funding Federal Funds Rate and a rate determined by the Administrator Agent in accordance with banking industry rules on interbank compensation from time to time in effect and (ii) such Purchaser shall not assert any right or claim to the Erroneous Payment, and hereby waives any claim, counterclaim, defense or right of set-off or recoupment with respect to any demand, claim or counterclaim by the Administrator for the return of any Erroneous Payments received, including without limitation waiver of any defense based on “discharge for value” or any similar doctrineeffect. A notice of the Administrator Agent to any Purchaser Payment Recipient under this clause (a) shall be conclusive, absent manifest error. (ba) Without limiting the immediately preceding clause (a), each Purchaser Lender, L/C Issuer or other Credit Party, or any Person who has received funds on behalf of a Lender, L/C Issuer or other Credit Party such Lender or L/C Issuer, hereby further agrees that if it receives an Erroneous Payment from the Administrator Agent (or any of its Affiliates) (i) that is in an a different amount different than (other than a de minimis difference)than, or on a different date from, that specified in a notice of payment payment, prepayment or repayment sent by the Administrator Agent (or any of its Affiliates) (any such notice, a “Payment Notice”) with respect to such Erroneous Payment (an “Erroneous Payment Notice”)Payment, or (ii) that was not preceded or accompanied by an Erroneous a Payment Notice, it or (iii) that such Lender, L/C Issuer or other Credit Party, or other such recipient, otherwise becomes aware was transmitted, or received, in error or by mistake (in whole or in part) in each case: (A) in the case of immediately preceding clauses (i) or (ii), an error shall be on notice that, in each such case, presumed to have been made (absent written confirmation from Agent to the contrary) or (B) an error has been made (in the case of immediately preceding clause (iii)), in each case, with respect to such Erroneous Payment. Each Purchaser further agrees that; and (B) such Lender, L/C Issuer or other Credit Party shall (and shall cause any other recipient that receives funds on its respective behalf to) promptly (and, in each such caseall events, or if it otherwise becomes aware an Erroneous Payment (or portion thereof) may have been sent in error, such Purchaser shall promptly notify the Administrator of such occurrence and, upon demand from the Administrator, it shall promptly, but in no event later than within one (1) Business Day thereafterof its knowledge of such error) notify Agent of its receipt of such payment, return prepayment or repayment, the details thereof (in reasonable detail) and that it is so notifying Agent pursuant to the Administrator the amount of this Section 9.20. (b) Each Lender, L/C Issuer or other Credit Party hereby authorizes Agent to set off, net and apply any and all amounts at any time owing to such Erroneous Payment (Lender, L/C Issuer or portion thereof) that was received by such Purchaser to the date such amount is repaid to the Administrator in same day funds at the greater of the Overnight Bank Funding Rate and a rate determined other Credit Party under any Loan Document, or otherwise payable or distributable by the Administrator in accordance with banking industry rules on interbank compensation Agent to such Lender, L/C Issuer or other Credit Party from time any source, against any amount due to time in effectAgent under immediately preceding clause (a) or under the indemnification provisions of this Agreement. (c) The Seller and each other Purchaser hereby agree that (i) in In the event that an Erroneous Payment (or portion thereof) is not recovered by the Agent for any reason, after demand therefor by the Agent in accordance with immediately preceding clause (a), from any Purchaser Lender or L/C Issuer that has received such Erroneous Payment (or portion thereof) for ), without limitation of any reasonequitable rights of subrogation of Agent, the Administrator Agent shall be contractually subrogated to all the rights and interests of such Purchaser the applicable Lender or L/C Issuer under the Loan Documents with respect to such amount and the Erroneous Payment (iithe “Erroneous Payment Subrogation Rights”). (d) The parties hereto agree that an Erroneous Payment shall not pay, prepay, repay, discharge or otherwise satisfy any obligations owed by the SellerObligations, any Originator or the Servicerexcept, except that in each case,; provided that this Section 9.20 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 Agent; provided, further, that this Section 9.20(d) 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 Administrator Agent from a Loan Party, or on behalf of (including through the Sellerexercise of remedies under any Loan Document), any Originator or the Servicer Borrower for the purpose of making such Erroneous PaymentPaymenta payment on the Obligation. (d) Each party’s obligations under this Section 4.8 shall survive the resignation or replacement of the Administrator or any transfer of rights or obligations by, or the replacement of, a Purchaser, the termination of the Commitments or the repayment, satisfaction or discharge of all Seller’s obligations (or any portion thereof) under any Transaction Document.

Erroneous Payment. (a) Each Purchaser hereby agrees that If the Administrative Agent (ix) if the Administrator notifies a Lender, Issuing Bank, or any Person who has received funds on behalf of a Lender or Issuing Bank (any such Purchaser Lender, Issuing Bank, or other recipient (and each of their respective successors and assigns), a “Payment Recipient”) that the Administrator Administrative Agent has determined in its sole discretion (whether or not after receipt of any notice under immediately succeeding clause (b)) that any funds (as set forth in such notice from the Administrative Agent) received by such Purchaser Payment Recipient from the Administrator Administrative Agent or any of its Affiliates were erroneously or mistakenly transmitted to, or otherwise erroneously or mistakenly received by, such Purchaser Payment Recipient (whether or not known to such Purchaser Lender, Issuing Bank, or other Payment Recipient on its behalf) (any such funds, whether transmitted or received as a payment, prepayment or repayment of principal, interest, fees fees, distribution or otherwise); , individually and collectively, an “Erroneous Payment”) and (y) demands in writing the return of such Erroneous Payment (or a portion thereof), such Purchaser Erroneous Payment shall at all times remain the property of the Administrative Agent pending its return or repayment as contemplated below in this Section 8.15 and held in trust for the benefit of the Administrative Agent, and such Lender or Issuing Bank shall (or, with respect to any Payment Recipient who received such funds on its behalf, shall cause such Payment Recipient to) promptly, but in no event later than one two Business Day thereafterDays thereafter (or such later date as the Administrative Agent may, in its sole discretion, specify in writing), return to the Administrator Administrative Agent the amount of any such Erroneous Payment (or portion thereof) as to which such a demand was made, in same day funds (in the currency so received), together with interest thereon (except to the extent waived in writing by the Administrative Agent) in respect of each day from and including the date such Erroneous Payment (or portion thereof) was received by such Purchaser Payment Recipient to the date such amount is repaid to the Administrator Administrative Agent in same day funds at the greater of the Overnight Bank Funding NYFRB Rate and a rate determined by the Administrator Administrative Agent in accordance with banking industry rules on interbank compensation from time to time in effect and (ii) such Purchaser shall not assert any right or claim to the Erroneous Payment, and hereby waives any claim, counterclaim, defense or right of set-off or recoupment with respect to any demand, claim or counterclaim by the Administrator for the return of any Erroneous Payments received, including without limitation waiver of any defense based on “discharge for value” or any similar doctrineeffect. A notice of the Administrator Administrative Agent to any Purchaser Payment Recipient under this clause (a) shall be conclusive, absent manifest error. (b) Without limiting immediately preceding clause (a), each Purchaser hereby further Lender, Issuing Bank, or any Person who has received funds on behalf of a Lender or Issuing Bank (and each of their respective successors and assigns), agrees that if it receives an Erroneous Payment a payment, prepayment or repayment (whether received as a payment, prepayment or repayment of principal, interest, fees, distribution or otherwise) from the Administrator Administrative Agent (or any of its Affiliates) (ix) that is in an a different amount different than (other than a de minimis difference)than, or on a different date from, that specified in this Agreement or in a notice of payment payment, prepayment or repayment sent by the Administrator Administrative Agent (or any of its Affiliates) with respect to such Erroneous Payment payment, prepayment or repayment, (an “Erroneous Payment Notice”), or (iiy) that was not preceded or accompanied by an Erroneous Payment Noticea notice of payment, it shall be on notice thatprepayment or repayment sent by the Administrative Agent (or any of its Affiliates), or (z) that such Lender, Issuing Bank, or other such recipient, otherwise becomes aware was transmitted, or received, in error or by mistake (in whole or in part), then in each such case: (i) it acknowledges and agrees that (A) in the case of immediately preceding clauses (x) or (y), an error and mistake shall be presumed to have been made (absent written confirmation from the Administrative Agent to the contrary) or (B) an error and mistake has been made (in the case of immediately preceding clause (z)), in each case, with respect to such Erroneous Payment. Each Purchaser further agrees thatpayment, prepayment or repayment; and (ii) such Lender or Issuing Bank shall (and shall cause any other recipient that receives funds on its respective behalf to) promptly (and, in each all events, within one Business Day of its knowledge of the occurrence of any of the circumstances described in immediately preceding clauses (x), (y) and (z)) notify the Administrative Agent of its receipt of such casepayment, prepayment or if repayment, the details thereof (in reasonable detail) and that it otherwise becomes aware is so notifying the Administrative Agent pursuant to this Section 8.15(b). For the avoidance of doubt, the failure to deliver a notice to the Administrative Agent pursuant to this Section 8.15(b) shall not have any effect on a Payment Recipient’s obligations pursuant to Section 8.15(a) or on whether or not an Erroneous Payment (or portion thereof) may have has been sent in error, such Purchaser shall promptly notify the Administrator of such occurrence and, upon demand from the Administrator, it shall promptly, but in no event later than one (1) Business Day thereafter, return to the Administrator the amount of any such Erroneous Payment (or portion thereof) that was received by such Purchaser to the date such amount is repaid to the Administrator in same day funds at the greater of the Overnight Bank Funding Rate and a rate determined by the Administrator in accordance with banking industry rules on interbank compensation from time to time in effectmade. (c) The Seller Each Lender or Issuing Bank hereby authorizes the Administrative Agent to set off, net and each apply any and all amounts at any time owing to such Lender or Issuing Bank under any Loan Document, or otherwise payable or distributable by the Administrative Agent to such Lender or Issuing Bank under any Loan Document with respect to any payment of principal, interest, fees or other Purchaser hereby agree amounts, against any amount that the Administrative Agent has demanded to be returned under immediately preceding clause (a). (d) (i) in In the event that an Erroneous Payment (or portion thereof) is not recovered by the Administrative Agent for any reason, after demand therefor in accordance with immediately preceding clause (a), from any Purchaser Lender that has received such Erroneous Payment (or portion thereof) for (and/or from any reasonPayment Recipient who received such Erroneous Payment (or portion thereof) on its respective behalf) (such unrecovered amount, an “Erroneous Payment Return Deficiency”), upon the Administrative Agent’s notice to such Lender at any time, then effective immediately (with the consideration therefor being acknowledged by the parties hereto), (A) such Lender shall be deemed to have assigned its Loans (but not its Commitments) of the relevant Class with respect to which such Erroneous Payment was made (the “Erroneous Payment Impacted Class”) in an amount equal to the Erroneous Payment Return Deficiency (or such lesser amount as the Administrative Agent may specify) (such assignment of the Loans (but not Commitments) of the Erroneous Payment Impacted Class, the Administrator shall “Erroneous Payment Deficiency Assignment”) (on a cashless basis and such amount calculated at par plus any accrued and unpaid interest (with the assignment fee to be subrogated waived by the Administrative Agent in such instance)), and is hereby (together with the Borrower) deemed to all execute and deliver an Assignment and Acceptance (or, to the rights of extent applicable, an agreement incorporating an Assignment and Acceptance by reference pursuant to an approved electronic platform as to which the Administrative Agent and such Purchaser parties are participants) with respect to such amount and (ii) an Erroneous Payment Deficiency Assignment, and such Lender shall deliver any Notes evidencing such Loans to the Borrower or the Administrative Agent (but the failure of such Person to deliver any such Notes shall not payaffect the effectiveness of the foregoing assignment), prepay(B) the Administrative Agent as the assignee Lender shall be deemed to have acquired the Erroneous Payment Deficiency Assignment, repay(C) upon such deemed acquisition, discharge or otherwise satisfy any obligations owed by the SellerAdministrative Agent as the assignee Lender shall become a Lender, any Originator or the Serviceras applicable, except that in each case, hereunder with respect to the extent such Erroneous Payment isDeficiency Assignment and the assigning Lender shall cease to be a Lender, and solely as applicable, hereunder with respect to the amount of such Erroneous Payment that isDeficiency Assignment, comprised of funds received by the Administrator from the Sellerexcluding, any Originator or the Servicer for the purpose avoidance of making doubt, its obligations under the indemnification provisions of this Agreement and its applicable Commitments which shall survive as to such assigning Lender, (D) the Administrative Agent and the Borrower shall each be deemed to have waived any consents required under this Agreement to any such Erroneous Payment. Payment Deficiency Assignment, and (dE) Each party’s obligations under this Section 4.8 shall survive the resignation or replacement Administrative Agent will reflect in the Register its ownership interest in the Loans subject to the Erroneous Payment Deficiency Assignment. For the avoidance of the Administrator or any transfer of rights or obligations bydoubt, or the replacement of, a Purchaser, the termination of no Erroneous Payment Deficiency Assignment will reduce the Commitments or of any Lender and such Commitments shall remain available in accordance with the repayment, satisfaction or discharge terms of all Seller’s obligations (or any portion thereof) under any Transaction Documentthis Agreement.

Erroneous Payment. (a) Each Purchaser hereby agrees that If the Administrative Agent notifies a Lender or Secured Party, or any Person who has received funds on behalf of a Lender or Secured Party (iany such Lender, Secured Party or other recipient (and each of their respective successors and assigns), a “Payment Recipient”) if the Administrator notifies such Purchaser that the Administrator Administrative Agent has determined in its sole discretion (whether or not after receipt of any notice under immediately succeeding clause (b)) that any funds received by such Purchaser Payment Recipient from the Administrator Administrative Agent or any of its Affiliates were erroneously or mistakenly transmitted to, or otherwise erroneously or mistakenly received by, such Purchaser Payment Recipient (whether or not known to such Purchaser Lender, Secured Party or other Payment Recipient on its behalf) (any such funds, whether received as a payment, prepayment or repayment of principal, interest, fees fees, distribution or otherwise); , individually and collectively, an “Erroneous Payment”) and demands the return of such Erroneous Payment (or a portion thereof)) such Erroneous Payment shall at all times remain the property of the Administrative Agent pending its return or repayment as contemplated below in this Section 8.16 and held in trust for the benefit of the Administrative Agent, and such Purchaser Lender or Secured Party shall (or, with respect to any Payment Recipient who received such funds on its behalf, shall cause such Payment Recipient to) promptly, but in no event later than one two (2) Business Day Days thereafter, return to the Administrator Administrative Agent the amount of any such Erroneous Payment (or portion thereof) as to which such a demand was made, in same day funds (in the currency so received), together with interest thereon in respect of each day from and including the date such Erroneous Payment (or portion thereof) was received by such Purchaser Payment Recipient to the date such amount is repaid to the Administrator Administrative Agent in same day funds at the greater of the applicable Overnight Bank Funding Rate and a rate determined by the Administrator in accordance with banking industry rules on interbank compensation from time to time in effect and (ii) such Purchaser shall not assert any right or claim to the Erroneous Payment, and hereby waives any claim, counterclaim, defense or right of set-off or recoupment with respect to any demand, claim or counterclaim by the Administrator for the return of any Erroneous Payments received, including without limitation waiver of any defense based on “discharge for value” or any similar doctrineRate. A notice of the Administrator Administrative Agent to any Purchaser Payment Recipient under this clause (a) shall be conclusive, absent manifest error. (b) Without limiting immediately preceding clause (a), each Purchaser hereby further Lender, Secured Party or any Person who has received funds on behalf of a Lender or Secured Party (and each of their respective successors and assigns) agrees that if it receives an Erroneous Payment a payment, prepayment or repayment (whether received as a payment, prepayment or repayment of principal, interest, fees, distribution or otherwise) from the Administrator Administrative Agent (or any of its Affiliates) (ix) that is in an a different amount different than (other than a de minimis difference)than, or on a different date from, that specified in this Agreement or in a notice of payment payment, prepayment or repayment sent by the Administrator Administrative Agent (or any of its Affiliates) with respect to such Erroneous Payment payment, prepayment or repayment, (an “Erroneous Payment Notice”), or (iiy) that was not preceded or accompanied by an Erroneous Payment Noticea notice of payment, it shall be on notice thatprepayment or repayment sent by the Administrative Agent (or any of its Affiliates), or (z) that such Lender or Secured Party, or other such recipient, otherwise becomes aware was transmitted, or received, in error or by mistake (in whole or in part) then in each such case: (i) it acknowledges and agrees that (A) in the case of immediately preceding clause (x) or (y), an error and mistake shall be presumed to have been made (absent written confirmation from the Administrative Agent to the contrary) or (B) an error and mistake has been made (in the case of immediately preceding clause (z)), in each case, with respect to such Erroneous Payment. Each Purchaser further agrees thatpayment, prepayment or repayment; and (ii) such Lender or Secured Party shall (and shall cause any other recipient that receives funds on its respective behalf to) promptly (and, in each such caseall events, or if it otherwise becomes aware an Erroneous Payment (or portion thereof) may have been sent in error, such Purchaser shall promptly notify the Administrator of such occurrence and, upon demand from the Administrator, it shall promptly, but in no event later than within one (1) Business Day thereafterof its knowledge of the occurrence of any of the circumstances described in immediately preceding clauses (x), return (y) and (z)) notify the Administrative Agent of its receipt of such payment, prepayment or repayment, the details thereof (in reasonable detail) and that it is so notifying the Administrative Agent pursuant to this Section 8.16(b). For the avoidance of doubt, the failure to deliver a notice to the Administrator the amount of Administrative Agent pursuant to this Section 8.16(b) shall not have any such effect on a Payment Recipient’s obligations pursuant to Section 8.16(a) or on whether or not an Erroneous Payment (or portion thereof) that was received by such Purchaser to the date such amount is repaid to the Administrator in same day funds at the greater of the Overnight Bank Funding Rate and a rate determined by the Administrator in accordance with banking industry rules on interbank compensation from time to time in effecthas been made. (c) The Seller Each Lender or Secured Party hereby authorizes the Administrative Agent to set off, net and each other Purchaser hereby agree that apply any and all amounts at any time owing to such Lender or Secured Party under any Loan Document, or otherwise payable or distributable by the Administrative Agent to such Lender or Secured Party from any source, against any amount due to the Administrative Agent under immediately preceding clause (a) or under the indemnification provisions of this Agreement. (i) in In the event that an Erroneous Payment (or portion thereof) is not recovered by the Administrative Agent for any reason, after demand therefor by the Administrative Agent in accordance with immediately preceding clause (a), from any Purchaser Lender that has received such Erroneous Payment (or portion thereof) for (and/or from any reasonPayment Recipient who received such Erroneous Payment (or portion thereof) on its respective behalf) (such unrecovered amount, an “Erroneous Payment Return Deficiency”), upon the Administrative Agent’s notice to such Lender at any time then effective immediately (with the consideration therefor being acknowledged by the parties hereto), (A) such Lender shall be deemed to have assigned its Loans (but not its Commitments) of the relevant Class with respect to which such Erroneous Payment was made (the “Erroneous Payment Impacted Class”) in an amount equal to the Erroneous Payment Return Deficiency (or such lesser amount as the Administrative Agent may specify) (such assignment of the Loans (but not Commitments) of the Erroneous Payment Impacted Class, the Administrator “Erroneous Payment Deficiency Assignment”) (on a cashless basis and such amount calculated at par plus any accrued and unpaid interest (with the assignment fee to be waived by the Administrative Agent in such instance)), and is hereby (together with the Borrower) deemed to execute and deliver an Assignment and Assumption (or, to the extent applicable, an agreement incorporating an Assignment and Assumption by reference pursuant to an Approved Electronic Platform as to which the Administrative Agent and such parties are participants) with respect to such Erroneous Payment Deficiency Assignment, and such Lender shall deliver any promissory notes evidencing such Loans to the Borrower or the Administrative Agent (but the failure of such Person to deliver any such Notes shall not affect the effectiveness of the foregoing assignment), (B) the Administrative Agent as the assignee Lender shall be deemed to have acquired the Erroneous Payment Deficiency Assignment, (C) upon such deemed acquisition, the Administrative Agent as the assignee Lender shall become a Lender hereunder with respect to such Erroneous Payment Deficiency Assignment and the assigning Lender shall cease to be a Lender hereunder with respect to such Erroneous Payment Deficiency Assignment, excluding, for the avoidance of doubt, its obligations under the indemnification provisions of this Agreement and its applicable Commitments which shall survive as to such assigning Lender, (D) the Administrative Agent and the Borrower shall each be deemed to have waived any consents required under this Agreement to any such Erroneous Payment Deficiency Assignment and (E) the Administrative Agent may reflect in the Register its ownership interest in the Loans subject to the Erroneous Payment Deficiency Assignment. (ii) Subject to Section 9.04 (but excluding, in all events, any assignment consent or approval requirements (whether from the Borrower or otherwise)), the Administrative Agent may, in its discretion, sell any Loans acquired pursuant to an Erroneous Payment Deficiency Assignment and upon receipt of the proceeds of such sale, the Erroneous Payment Return Deficiency owing by the applicable Lender shall be reduced by the net proceeds of the sale of such Loan (or portion thereof), and the Administrative Agent shall retain all other rights, remedies and claims against such Lxxxxx (and/or against any recipient that receives funds on its respective behalf). For the avoidance of doubt, no Erroneous Payment Deficiency Assignment will reduce the Commitments of any Lender and such Commitments shall remain available in accordance with the terms of this Agreement. In addition, each party hereto agrees that, except to the extent that the Administrative Agent has sold a Loan (or portion thereof) acquired pursuant to an Erroneous Payment Deficiency Assignment, and irrespective of whether the Administrative Agent may be equitably subrogated, the Administrative Agent shall be contractually subrogated to all the rights and interests of such Purchaser the applicable Lender or Secured Party under the Loan Documents with respect to such amount and each Erroneous Payment Return Deficiency (iithe “Erroneous Payment Subrogation Rights”). (e) The parties hereto agree that an Erroneous Payment shall not pay, prepay, repay, discharge or otherwise satisfy any obligations Obligations owed by the SellerBorrower or any other Obligor, any Originator or the Servicerexcept, except that 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 Administrator Administrative Agent from the Seller, Borrower or any Originator or the Servicer other Obligor for the purpose purposes of making such Erroneous Payment. (df) To the extent permitted by applicable law, no Payment Recipient shall assert any right or claim to an Erroneous Payment, and hereby waives, and is deemed to waive, any claim, counterclaim, defense or right of set-off or recoupment with respect to any demand, claim or counterclaim by the Administrative Agent for the return of any Erroneous Payment received, including without limitation waiver of any defense based on “discharge for value” or any similar doctrine (g) Each party’s obligations obligations, agreements and waivers under this Section 4.8 8.16 shall survive the resignation or replacement of the Administrator or Administrative Agent, any transfer of rights or obligations by, or the replacement of, a PurchaserLender, the termination of the Commitments or and/or the repayment, satisfaction or discharge of all Seller’s obligations Obligations (or any portion thereof) under any Transaction Loan Document.

Erroneous Payment. If the Revolving Facility Administrative Agent (ax) Each Purchaser hereby agrees that notifies a Revolving Lender or any Person who has received funds on behalf of a Revolving Lender (iany such Revolving Lender or other recipient (and each of their respective successors and assigns), a “Payment Recipient”) if the Administrator notifies such Purchaser that the Administrator Revolving Facility Administrative Agent has determined in its sole discretion (whether or not after receipt of any notice under immediately succeeding clause (b)) that any funds (as set forth in such notice from the Revolving Facility Administrative Agent) received by such Purchaser Payment Recipient from the Administrator Revolving Facility Administrative Agent or any of its Affiliates were erroneously or mistakenly transmitted to, or otherwise erroneously or mistakenly received by, such Purchaser Payment Recipient (whether or not known to such Purchaser Revolving Lender or other Payment Recipient on its behalf) (any such funds, whether transmitted or received as a payment, prepayment or repayment of principal, interest, fees fees, distribution or otherwise); , individually and collectively, an “Erroneous Payment”) and (y) demands in writing the return of such Erroneous Payment (or a portion thereof), such Purchaser Erroneous Payment shall at all times remain the property of the Revolving Facility Administrative Agent pending its return or repayment as contemplated below in this Section 10.13 and held in trust for the benefit of the Revolving Facility Administrative Agent, and such Revolving Lender shall (or, with respect to any Payment Recipient who received such funds on its behalf, shall cause such Payment Recipient to) promptly, but in no event later than one two Business Day thereafterDays thereafter (or such later date as the Revolving Facility Administrative Agent may, in its sole discretion, specify in writing), return to the Administrator Revolving Facility Administrative Agent the amount of any such Erroneous Payment (or portion thereof) as to which such a demand was made, in same day funds (in the currency so received), together with interest thereon (except to the extent waived in writing by the Revolving Facility Administrative Agent) in respect of each day from and including the date such Erroneous Payment (or portion thereof) was received by such Purchaser Payment Recipient to the date such amount is repaid to the Administrator Revolving Facility Administrative Agent in same day funds at the greater of the Overnight Bank Funding Rate Federal Funds Rate, or with respect to Alternative Currencies, the applicable benchmark rate, and a rate determined by the Administrator Revolving Facility Administrative Agent in accordance with banking industry rules on interbank compensation from time to time in effect and (ii) such Purchaser shall not assert any right or claim to the Erroneous Payment, and hereby waives any claim, counterclaim, defense or right of set-off or recoupment with respect to any demand, claim or counterclaim by the Administrator for the return of any Erroneous Payments received, including without limitation waiver of any defense based on “discharge for value” or any similar doctrineeffect. A notice of the Administrator Revolving Facility Administrative Agent to any Purchaser Payment Recipient under this clause (a) shall be conclusive, absent manifest error. (ba) Without limiting immediately preceding clause (a), each Purchaser hereby further Revolving Lender or any Person who has received funds on behalf of a Revolving Lender (and each of their respective successors and assigns), agrees that if it receives an Erroneous Payment a payment, prepayment or repayment (whether received as a payment, prepayment or repayment of principal, interest, fees, distribution or otherwise) from the Administrator Revolving Facility Administrative Agent (or any of its Affiliates) (ix) that is in an a different amount different than (other than a de minimis difference)than, or on a different date from, that specified in this Agreement or in a notice of payment payment, prepayment or repayment sent by the Administrator Revolving Facility Administrative Agent (or any of its Affiliates) with respect to such Erroneous Payment payment, prepayment or repayment, (an “Erroneous Payment Notice”), or (iiy) that was not preceded or accompanied by an Erroneous Payment Noticea notice of payment, it shall be on notice thatprepayment or repayment sent by the Revolving Facility Administrative Agent (or any of its Affiliates), or (z) that such Revolving Lender or other such recipient, otherwise becomes aware was transmitted, or received, in error or by mistake (in whole or in part), then in each such case: (i) it acknowledges and agrees that (A) in the case of immediately preceding clauses (x) or (y), an error and mistake shall be presumed to have been made (absent written confirmation from the Revolving Facility Administrative Agent to the contrary) or (B) an error and mistake has been made (in the case of immediately preceding clause (z)), in each case, with respect to such Erroneous Payment. Each Purchaser further agrees thatpayment, prepayment or repayment; and (ii) such Revolving Lender shall (and shall cause any other recipient that receives funds on its respective behalf to) promptly (and, in each all events, within one Business Day of its knowledge of the occurrence of any of the circumstances described in immediately preceding clauses (x), (y) and (z)) notify the Revolving Facility Administrative Agent of its receipt of such casepayment, prepayment or repayment, the details thereof (in reasonable detail) and that it is so notifying the Revolving Facility Administrative Agent pursuant to this Section 10.13(b). (b) Each Revolving Lender hereby authorizes the Revolving Facility Administrative Agent to set off, net and apply any and all amounts at any time owing to such Revolving Lender under any Loan Document, or if it otherwise becomes aware payable or distributable by the Revolving Facility Administrative Agent to such Revolving Lender under any Loan Document with respect to any payment of principal, interest, fees or other amounts, against any amount that the Revolving Facility Administrative Agent has demanded to be returned under immediately preceding clause (a). (i) In the event that an Erroneous Payment (or portion thereof) may have been sent is not recovered by the Revolving Facility Administrative Agent for any reason, after demand therefor in erroraccordance with immediately preceding clause (a), such Purchaser shall promptly notify the Administrator of such occurrence and, upon demand from the Administrator, it shall promptly, but in no event later than one (1) Business Day thereafter, return to the Administrator the amount of any Revolving Lender that has received such Erroneous Payment (or portion thereof) that (and/or from any Payment Recipient who received such Erroneous Payment (or portion thereof) on its respective behalf) (such unrecovered amount, an “Erroneous Payment Return Deficiency”), upon the Revolving Facility Administrative Agent’s notice to such Revolving Lender at any time, then effective immediately (with the consideration therefor being acknowledged by the parties hereto), (A) such Revolving Lender shall be deemed to have assigned its Loans (but not its Revolving Commitments) of the relevant Class with respect to which such Erroneous Payment was received by such Purchaser made (the “Erroneous Payment Impacted Class”) in an amount equal to the date Erroneous Payment Return Deficiency (or such lesser amount as the Revolving Facility Administrative Agent may specify) (such assignment of the Loans (but not Commitments) of the Erroneous Payment Impacted Class, the “Erroneous Payment Deficiency Assignment”) (on a cashless basis and such amount calculated at par plus any accrued and unpaid interest (with the assignment fee to be waived by the Revolving Facility Administrative Agent in such instance)), and is repaid hereby (together with the Borrower) deemed to execute and deliver an Assignment and Assumption (or, to the Administrator in same day funds at extent applicable, an agreement incorporating an Assignment and Assumption by reference pursuant to an electronic platform as to which the greater Revolving Facility Administrative Agent and such parties are participants) with respect to such Erroneous Payment Deficiency Assignment, and such Revolving Lender shall deliver any Notes evidencing such Loans to the Borrower or the Revolving Facility Administrative Agent (but the failure of such Person to deliver any such Notes shall not affect the effectiveness of the Overnight Bank Funding Rate foregoing assignment), (B) the Revolving Facility Administrative Agent as the assignee Revolving Lender shall be deemed to have acquired the Erroneous Payment Deficiency Assignment, (C) upon such deemed acquisition, the Revolving Facility Administrative Agent as the assignee Revolving Lender shall become a Revolving Lender, as applicable, hereunder with respect to such Erroneous Payment Deficiency Assignment and the assigning Revolving Lender shall cease to be a rate determined by Revolving Lender, as applicable, hereunder with respect to such Erroneous Payment Deficiency Assignment, excluding, for the Administrator avoidance of doubt, its obligations under the indemnification provisions of this Agreement and its applicable Commitments which shall survive as to such assigning Revolving Lender, (D) the Revolving Facility Administrative Agent and the Borrower shall each be deemed to have waived any consents required under this Agreement to any such Erroneous Payment Deficiency Assignment, and (E) the Revolving Facility Administrative Agent will reflect in the Register its ownership interest in the Loans subject to the Erroneous Payment Deficiency Assignment. For the avoidance of doubt, no Erroneous Payment Deficiency Assignment will reduce the Commitments of any Revolving Lender and such Commitments shall remain available in accordance with banking industry rules the terms of this Agreement. (ii) Subject to Section 11.06 (but excluding, in all events, any assignment consent or approval requirements (other than the consent of the Borrower, to the extent required under Section 11.06)), the Revolving Facility Administrative Agent may, in its discretion, sell any Loans acquired pursuant to an Erroneous Payment Deficiency Assignment and upon receipt of the proceeds of such sale, the Erroneous Payment Return Deficiency owing by the Revolving Lender shall be reduced by the net proceeds of the sale of such Loan (or portion thereof), and the Revolving Facility Administrative Agent shall retain all other rights, remedies and claims against such Revolving Lender (and/or against any recipient that receives funds on interbank compensation its respective behalf). In addition, an Erroneous Payment Return Deficiency owing by the Revolving lender (x) shall be reduced by the proceeds of prepayments or repayments of principal and interest, or other distribution in respect of principal and interest, received by the Revolving Facility Administrative Agent on or with respect to any such Loans acquired from such Revolving Lender pursuant to an Erroneous Payment Deficiency Assignment (to the extent that any such Loans are then owned by the Revolving Facility Administrative Agent) and (y) may, in the sole discretion of the Revolving Facility Administrative Agent, be reduced by any amount specified by the Revolving Facility Administrative Agent in writing to the Revolving Lender from time to time in effecttime. (cd) The Seller and each other Purchaser hereby parties hereto agree that (ix) irrespective of whether the Revolving Facility Administrative Agent may be equitably subrogated, in the event that an Erroneous Payment (or portion thereof) is not recovered from any Purchaser Payment Recipient that has received such Erroneous Payment (or portion thereof) for any reason, the Administrator Revolving Facility Administrative Agent shall be subrogated to all the rights and interests of such Purchaser Payment Recipient (and, in the case of any Payment Recipient who has received funds on behalf of a Revolving Lender, to the rights and interests of such Revolving Lender) under the Loan Documents with respect to such amount (the “Erroneous Payment Subrogation Rights”) (provided that the Loan Parties’ Obligations under the Loan Documents in respect of the Erroneous Payment Subrogation Rights shall not be duplicative of such Obligations in respect of Loans that have been assigned to the Revolving Facility Administrative Agent under an Erroneous Payment Deficiency Assignment) and (iiy) an Erroneous Payment shall not pay, prepay, repay, discharge or otherwise satisfy any obligations Obligations owed by the SellerBorrower or any other Loan Party; provided that this Section 10.13 shall not be interpreted to increase (or accelerate the due date for), any Originator or have the Servicereffect of increasing (or accelerating the due date for), except the Obligations of the Borrower relative to the amount (and/or timing for payment) of the Obligations that in each casewould have been payable had such Erroneous Payment not been made by the Revolving Facility Administrative Agent; provided, further, that for the avoidance of doubt, immediately preceding clauses (x) and (y) 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 Administrator Revolving Facility Administrative Agent from the Seller, any Originator or the Servicer Borrower for the purpose of making such Erroneous Payment. (d) Each party’s obligations under this Section 4.8 shall survive the resignation or replacement of the Administrator or any transfer of rights or obligations by, or the replacement of, a Purchaser, the termination of the Commitments or the repayment, satisfaction or discharge of all Seller’s obligations (or any portion thereof) under any Transaction Document.

Erroneous Payment. If the Designated Agent notifies a Lender or Issuing Lender or any Person who has received funds on behalf of a Lender or Issuing Lender, such Lender or Issuing Lender (aany such Lender or Issuing Lender or other recipient, a “Payment Recipient”) Each Purchaser hereby agrees that (i) if the Administrator notifies such Purchaser that the Administrator Designated Agent has determined in its sole discretion (whether or not after receipt of any notice under immediately succeeding clause (b)) that any funds received by such Purchaser Payment Recipient from the Administrator Designated Agent or any of its Affiliates were erroneously transmitted to, or otherwise erroneously or mistakenly received by, such Purchaser Payment Recipient (whether or not known to such Purchaser Lender or Issuing Lender or other Payment Recipient on its behalf) (any such funds, whether received as a payment, prepayment or repayment of principal, interest, fees fees, distribution or otherwise); , individually and collectively, an “Erroneous Payment”) and demands the return of such Erroneous Payment (or a portion thereof), such Purchaser Erroneous Payment shall at all times remain the property of the Designated Agent and shall be segregated by the Payment Recipient and held in trust for the benefit of the Designated Agent, and such Lender or Issuing Lender shall (or, with respect to any Payment Recipient who received such funds on its behalf, shall cause such Payment Recipient to) promptly, but in no event later than one two Business Day Days thereafter, return to the Administrator Designated Agent the amount of any such Erroneous Payment (or portion thereof) as to which such a demand was made, in same day funds (in the currency so received), together with interest thereon in respect of each day from and including the date such Erroneous Payment (or portion thereof) was received by such Purchaser Payment Recipient to the date such amount is repaid to the Administrator Designated Agent in same day funds at the greater of the Overnight Bank Funding Federal Funds Effective Rate and a rate determined by the Administrator in accordance with banking industry rules on interbank compensation from time to time in effect and (ii) such Purchaser shall not assert any right or claim to the Erroneous Payment, and hereby waives any claim, counterclaim, defense or right of set-off or recoupment with respect to any demand, claim or counterclaim by the Administrator for the return of any Erroneous Payments received, including without limitation waiver of any defense based on “discharge for value” or any similar doctrine. A notice of the Administrator to any Purchaser under this clause (a) shall be conclusive, absent manifest error. (b) Without limiting immediately preceding clause (a), each Purchaser hereby further agrees that if it receives an Erroneous Payment from the Administrator (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 Administrator (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 Purchaser 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 Purchaser shall promptly notify the Administrator of such occurrence and, upon demand from the Administrator, it shall promptly, but in no event later than one (1) Business Day thereafter, return to the Administrator the amount of any such Erroneous Payment (or portion thereof) that was received by such Purchaser to the date such amount is repaid to the Administrator in same day funds at the greater of the Overnight Bank Funding Rate and a rate determined by the Administrator Designated Agent in accordance with banking industry rules on interbank compensation from time to time in effect. . A notice of the Designated Agent to any Payment Recipient under this clause (ca) The Seller and shall be conclusive, absent manifest error. Without limiting immediately preceding clause (a), each other Purchaser Lender or Issuing Lender, or any Person who has received funds on behalf of a Lender or Issuing Lender, such Lender or Issuing Lender, hereby agree further agrees that if it receives a payment, prepayment or repayment (iwhether received as a payment, prepayment or repayment of principal, interest, fees, distribution or otherwise) in from the event an Erroneous Payment Designated Agent (or portion thereofany of its Affiliates) (x) that is not recovered from any Purchaser in a different amount than, or on a different date from, that has received such Erroneous Payment specified in a notice of payment, prepayment or repayment sent by the Designated Agent (or portion thereofany of its Affiliates) for any reason, the Administrator shall be subrogated to all the rights of such Purchaser with respect to such amount and payment, prepayment or repayment, (iiy) an Erroneous Payment shall that was not paypreceded or accompanied by a notice of payment, prepay, repay, discharge prepayment or otherwise satisfy any obligations owed repayment sent by the SellerDesignated Agent (or any of its Affiliates), any Originator or the Servicer(z) that such Lender or Issuing Lender, except that or other such recipient, otherwise becomes aware was transmitted, or received, in error or by mistake (in whole or in part) 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 Administrator from the Seller, any Originator or the Servicer for the purpose of making such Erroneous Payment. (d) Each party’s obligations under this Section 4.8 shall survive the resignation or replacement of the Administrator or any transfer of rights or obligations by, or the replacement of, a Purchaser, the termination of the Commitments or the repayment, satisfaction or discharge of all Seller’s obligations (or any portion thereof) under any Transaction Document.:

Erroneous Payment. (ac) Each Purchaser Lender and each LC Issuer hereby agrees that (i) if the Administrator Administrative Agent notifies a Lender, LC Issuer or other Credit Party who has received funds on behalf of a Lender, LC Issuer or other Credit Party (any such Purchaser Lender, LC Issuer or other Credit Party (and each of their respective successors and assigns), a “Payment Recipient”) that the Administrator Administrative Agent has determined in its sole discretion that any funds (as set forth in such notice from the Administrative Agent) received by such Purchaser Payment Recipient from the Administrator Administrative Agent, any of its sub-agents or any of its Affiliates were erroneously or mistakenly transmitted to, or otherwise erroneously or mistakenly received by, such Purchaser Payment Recipient (whether or not known to such Purchaser Lender, LC Issuer, other Credit Party or other Payment Recipient on its behalf) (any such funds, whether transmitted or received as a payment, prepayment or repayment of principal, interest, fees or otherwise); , individually and collectively, an “Erroneous Payment”) and demands the return of such Erroneous Payment (or a portion thereof), such Purchaser Lender, LC Issuer or other Credit Party shall (or, with respect to any Payment Recipient who received such funds on its behalf, shall cause such Payment Recipient to) promptly, but in no event later than one (1) Business Day thereafter, return to the Administrator Administrative Agent (or its sub-agent) the amount of any such Erroneous Payment (or portion thereof) as to which such a demand was made, in same day funds (in the currency so received), together with interest thereon in respect of each day from and including the date such Erroneous Payment (or portion thereof) was received by such Purchaser Payment Recipient to the date such amount is repaid to the Administrator Administrative Agent (or its sub-agent) in same day funds at the greater of the Overnight Bank Funding Base Rate and a rate determined by the Administrator Administrative Agent in accordance with banking industry rules on interbank compensation from time to time in effect effect. A notice of the Administrative Agent to any Payment Recipient under this Section 10.26(a) shall be conclusive, absent manifest error. For avoidance of doubt, for purposes of this Section 10.26, any payments made by the Administrative Agent shall include payments made by its sub-agent (including any paying agent) and payments made from any account of such sub-agent (iiincluding any paying agent) in accordance with Section 9.5. (d) Without limiting immediately preceding Section 10.26(a), each Lender, LC Issuer or other Credit Party (and each of their respective successors and assigns) hereby further agrees that if it receives an Erroneous Payment from the Administrative Agent (or any of its sub-agents or 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 sub-agents or Affiliates) with respect to such Purchaser Erroneous Payment, (y) that was not preceded or accompanied by a notice of payment, prepayment or repayment sent by the Administrative Agent (or any of its sub-agents or Affiliates), or (z) that such Lender, LC Issuer or other Credit Party otherwise becomes aware was transmitted, or received, in error or by mistake (in whole or in part), then in each such case, it acknowledges and agrees that an error and mistake 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, LC Issuer or other Credit Party shall not assert any right or claim to the Erroneous Payment, and hereby waives waives, any claim, counterclaim, defense or right of set-off or recoupment with respect to any demand, claim or counterclaim by the Administrator Administrative Agent (or any of its sub-agents or Affiliates) for the return of any Erroneous Payments received, including without limitation waiver of any defense based on “discharge for value” or any similar doctrine. A notice of the Administrator to any Purchaser under this clause (a) shall be conclusiveEach Lender, absent manifest error. (b) Without limiting immediately preceding clause (a), each Purchaser hereby further agrees that if it receives an Erroneous Payment from the Administrator (LC Issuer 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 Administrator (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 Purchaser further Credit Party agrees that, in each such case, or if it otherwise becomes aware an Erroneous Payment shall promptly (and, in all events, within one (1) Business Day of its knowledge (or portion thereofdeemed knowledge) may have been sent in of such error, such Purchaser shall promptly ) KE 84627654 notify the Administrator Administrative Agent of such occurrence and, upon demand from the AdministratorAdministrative Agent, it shall promptly, but in all events no event later than one (1) Business Day thereafter, return to the Administrator Administrative Agent or its sub-agent or Affiliate the amount of any such Erroneous Payment (or portion thereof) that as to which such a demand was made in same day funds (in the currency so received), together with interest thereon in respect of each day from and including the date such Erroneous Payment (or portion thereof) was received by such Purchaser Lender, LC Issuer or other Credit Party to the date such amount is repaid to the Administrator Administrative Agent (or its sub-agent or Affiliate) in same day funds at the greater of the Overnight Bank Funding Base Rate and a rate determined by the Administrator Administrative Agent in accordance with banking industry rules on interbank compensation from time to time in effect. (ce) The Seller and each other Purchaser Obligors hereby agree that (ix) in the event an Erroneous Payment (or portion thereof) is not recovered from any Purchaser Lender, LC Issuer or other Credit Party that has received such Erroneous Payment (or portion thereof) for any reason, the Administrator Administrative Agent shall be subrogated to all the rights of such Purchaser Lender, LC Issuer or other Credit Party with respect to such amount and (iiy) an Erroneous Payment shall not pay, prepay, repay, discharge or otherwise satisfy any obligations Obligations owed by the SellerObligors unless, for the avoidance of doubt, such Erroneous Payment (or portion thereof) that is not recovered from such Lender, LC Issuer or other Credit Party is with respect to any Originator funds paid by any Obligor to the Administrative Agent, in which case such Erroneous Payment shall be deemed to be an optional prepayment of the Obligations owed to such Lender, LC Issuer or other Credit Party paid in accordance with this Agreement. (f) (i) In the Servicerevent that an Erroneous Payment (or portion thereof) is not recovered by the Administrative Agent for any reason, except after demand therefor in accordance with immediately preceding clause (a), from any Lender or LC Issuer that has received such Erroneous Payment (or portion thereof) (and/or from any Payment Recipient who received such Erroneous Payment (or portion thereof) on its respective behalf) (such unrecovered amount, an “Erroneous Payment Return Deficiency”), upon the Administrative Agent’s notice to such Lender or LC Issuer at any time, then effective immediately (with the consideration therefor being acknowledged by the parties hereto), (A) such Lender or LC Issuer shall be deemed to have assigned its Loans (but not its Commitments) of the relevant Class with respect to which such Erroneous Payment was made (the “Erroneous Payment Impacted Class”) in each casean amount equal to the Erroneous Payment Return Deficiency (or such lesser amount as the Administrative Agent may specify) (such assignment of the Loans (but not Commitments) of the Erroneous Payment Impacted Class, the “Erroneous Payment Deficiency Assignment”) (on a cashless basis and such amount calculated at par plus any accrued and unpaid interest (with the assignment fee to be waived by the Administrative Agent in such instance)), and is hereby (together with the Borrower) deemed to execute and deliver an Assignment and Assumption (or, to the extent applicable, an agreement incorporating an Assignment and Assumption by reference pursuant to the Platform as to which the Administrative Agent and such parties are participants) with respect to such Erroneous Payment Deficiency Assignment, and such Lender or LC Issuer shall deliver any Notes evidencing such Loans to the Borrower or the Administrative Agent (but the failure of such Person to deliver any such Notes shall not affect the effectiveness of the foregoing assignment), (B) the Administrative Agent as the assignee Lender shall be deemed to have acquired the Erroneous Payment Deficiency Assignment, (C) upon such deemed acquisition, the Administrative Agent as the assignee Lender shall become a Lender or LC Issuer, as applicable, hereunder with respect to such Erroneous Payment Deficiency Assignment and the assigning Lender or assigning LC Issuer shall cease to be a Lender or LC Issuer, as applicable, hereunder with respect to and to the extent of such Erroneous Payment Deficiency Assignment, excluding, for the avoidance of doubt, its obligations under the indemnification provisions of this Agreement and its applicable Commitments which shall survive as to such assigning Lender or assigning LC Issuer, (D) the Administrative Agent and the Borrower shall each be deemed to have waived any consents required under this Agreement to any such Erroneous Payment KE 84627654 Deficiency Assignment, and (E) the Administrative Agent will reflect in the Register its ownership interest in the Loans subject to the Erroneous Payment Deficiency Assignment. For the avoidance of doubt, no Erroneous Payment Deficiency Assignment will reduce the Commitments of any Lender and such Commitments shall remain available in accordance with the terms of this Agreement. (i) Subject to Sections 10.7(b)(ii) and (iv), the Administrative Agent may, in its discretion, sell any Loans acquired pursuant to an Erroneous Payment Deficiency Assignment and upon receipt of the proceeds of such sale, the Erroneous Payment Return Deficiency owing by the applicable Lender or LC Issuer shall be reduced by the net proceeds of the sale of such Loan (or portion thereof), and the Administrative Agent shall retain all other rights, remedies and claims against such Lender or LC Issuer (and/or against any recipient that receives funds on its respective behalf). In addition, an Erroneous Payment Return Deficiency owing by the applicable Lender (x) shall be reduced by the proceeds of prepayments or repayments of principal and interest, or other distribution in respect of principal and interest, received by the Administrative Agent on or with respect to any such Loans acquired from such Lender pursuant to an Erroneous Payment Deficiency Assignment (to the extent that any such Loans are then owned by the Administrative Agent) and (y) may, in the sole discretion of the Administrative Agent, be reduced by any amount specified by the Administrative Agent in writing to the applicable Lender from time to time. (g) The parties hereto agree that (x) irrespective of whether the Administrative Agent may be equitably subrogated, in the event that an Erroneous Payment (or portion thereof) is not recovered from any Payment Recipient that has received such Erroneous Payment (or portion thereof) for any reason, the Administrative Agent shall be subrogated to all the rights and interests of such Payment Recipient (and, in the case of any Payment Recipient who has received funds on behalf of a Lender, LC Issuer or other Credit Party, to the rights and interests of such Lender, LC Issuer or Credit Party, as the case may be) under the Loan Documents with respect to such amount (the “Erroneous Payment Subrogation Rights”) (provided that the Obligors’ Obligations under the Loan Documents in respect of the Erroneous Payment Subrogation Rights shall not be duplicative of such Obligations in respect of Loans that have been assigned to the Administrative Agent under an Erroneous Payment Deficiency Assignment) and (y) an Erroneous Payment shall not pay, prepay, repay, discharge or otherwise satisfy any Obligations owed by the Borrower or any other Obligor; provided that this Section 10.26(e) 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, immediately preceding clauses (x) and (y) 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 Administrator Administrative Agent from the Seller, any Originator or the Servicer Borrower for the purpose of making such Erroneous Payment. (dh) Each party’s obligations To the extent permitted by applicable law, no Payment Recipient shall assert any right or claim to an Erroneous Payment, and hereby waives, and is deemed to waive, any claim, counterclaim, defense or right of set-off or recoupment with respect to any demand, claim or counterclaim by the Administrative Agent (or its sub-agents or Affiliates) for the return of any Erroneous Payment received, including without limitation, any defense based on “discharge for value” or any similar doctrine. (i) The obligations, agreements and waivers under this Section 4.8 10.26 of each of the Administrative Agent (together with its sub-agents and Affiliates), Lenders or LC Issuers shall survive the resignation or replacement of the Administrator or Administrative Agent, any transfer of rights or obligations by, or the replacement of, a PurchaserLender or LC Issuer, the termination of the KE 84627654 Commitments or and/or the repayment, satisfaction or discharge of all Seller’s obligations Obligations (or any portion thereof) under any Transaction Document.Loan Document KE 84627654

Erroneous Payment. (a) Each Purchaser hereby agrees that If the Administrative Agent notifies a Lender or Secured Party, or any Person who has received funds on behalf of a Lender or Secured Party (iany such Lender, Secured Party or other recipient (and each of their respective successors and assigns), a “Payment Recipient”) if the Administrator notifies such Purchaser that the Administrator Administrative Agent has determined in its sole discretion (whether or not after receipt of any notice under immediately succeeding clause (b)) that any funds received by such Purchaser Payment Recipient from the Administrator Administrative Agent or any of its Affiliates were erroneously or mistakenly transmitted to, or otherwise erroneously or mistakenly received by, such Purchaser Payment Recipient (whether or not known to such Purchaser Lender, Secured Party or other Payment Recipient on its behalf) (any such funds, whether received as a payment, prepayment or repayment of principal, interest, fees fees, distribution or otherwise); , individually and collectively, an “Erroneous Payment”) and demands the return of such Erroneous Payment (or a portion thereof)) such Erroneous Payment shall at all times remain the property of the Administrative Agent pending its return or repayment as contemplated below in this Section 8.16 and held in trust for the benefit of the Administrative Agent, and such Purchaser Lender or Secured Party shall (or, with respect to any Payment Recipient who received such funds on its behalf, shall cause such Payment Recipient to) promptly, but in no event later than one two (2) Business Day Days thereafter, return to the Administrator Administrative Agent the amount of any such Erroneous Payment (or portion thereof) as to which such a demand was made, in same day funds (in the currency so received), together with interest thereon in respect of each day from and including the date such Erroneous Payment (or portion thereof) was received by such Purchaser Payment Recipient to the date such amount is repaid to the Administrator Administrative Agent in same day funds at the greater of the applicable Overnight Bank Funding Rate and a rate determined by the Administrator in accordance with banking industry rules on interbank compensation from time to time in effect and (ii) such Purchaser shall not assert any right or claim to the Erroneous Payment, and hereby waives any claim, counterclaim, defense or right of set-off or recoupment with respect to any demand, claim or counterclaim by the Administrator for the return of any Erroneous Payments received, including without limitation waiver of any defense based on “discharge for value” or any similar doctrineRate. A notice of the Administrator Administrative Agent to any Purchaser Payment Recipient under this clause (a) shall be conclusive, absent manifest error. (b) Without limiting immediately preceding clause (a), each Purchaser hereby further Lender, Secured Party or any Person who has received funds on behalf of a Lender or Secured Party (and each of their respective successors and assigns) agrees that if it receives an Erroneous Payment a payment, prepayment or repayment (whether received as a payment, prepayment or repayment of principal, interest, fees, distribution or otherwise) from the Administrator Administrative Agent (or any of its Affiliates) (ix) that is in an a different amount different than (other than a de minimis difference)than, or on a different date from, that specified in this Agreement or in a notice of payment payment, prepayment or repayment sent by the Administrator Administrative Agent (or any of its Affiliates) with respect to such Erroneous Payment payment, prepayment or repayment, (an “Erroneous Payment Notice”), or (iiy) that was not preceded or accompanied by an Erroneous Payment Noticea notice of payment, it shall be on notice thatprepayment or repayment sent by the Administrative Agent (or any of its Affiliates), or (z) that such Lender or Secured Party, or other such recipient, otherwise becomes aware was transmitted, or received, in error or by mistake (in whole or in part) then in each such case: (i) it acknowledges and agrees that (A) in the case of immediately preceding clause (x) or (y), an error and mistake shall be presumed to have been made (absent written confirmation from the Administrative Agent to the contrary) or (B) an error and mistake has been made (in the case of immediately preceding clause (z)), in each case, with respect to such Erroneous Payment. Each Purchaser further agrees thatpayment, prepayment or repayment; and (ii) such Lender or Secured Party shall (and shall cause any other recipient that receives funds on its respective behalf to) promptly (and, in each such caseall events, or if it otherwise becomes aware an Erroneous Payment (or portion thereof) may have been sent in error, such Purchaser shall promptly notify the Administrator of such occurrence and, upon demand from the Administrator, it shall promptly, but in no event later than within one (1) Business Day thereafterof its knowledge of the occurrence of any of the circumstances described in immediately preceding clauses (x), return (y) and (z)) notify the Administrative Agent of its receipt of such payment, prepayment or repayment, the details thereof (in reasonable detail) and that it is so notifying the Administrative Agent pursuant to this Section 8.16(b). For the avoidance of doubt, the failure to deliver a notice to the Administrator the amount of Administrative Agent pursuant to this Section 8.16(b) shall not have any such effect on a Payment Recipient’s obligations pursuant to Section 8.16(a) or on whether or not an Erroneous Payment (or portion thereof) that was received by such Purchaser to the date such amount is repaid to the Administrator in same day funds at the greater of the Overnight Bank Funding Rate and a rate determined by the Administrator in accordance with banking industry rules on interbank compensation from time to time in effecthas been made. (c) The Seller Each Lender or Secured Party hereby authorizes the Administrative Agent to set off, net and each other Purchaser hereby agree that apply any and all amounts at any time owing to such Lender or Secured Party under any Loan Document, or otherwise payable or distributable by the Administrative Agent to such Lender or Secured Party from any source, against any amount due to the Administrative Agent under immediately preceding clause (a) or under the indemnification provisions of this Agreement. (i) in In the event that an Erroneous Payment (or portion thereof) is not recovered by the Administrative Agent for any reason, after demand therefor by the Administrative Agent in accordance with immediately preceding clause (a), from any Purchaser Lender that has received such Erroneous Payment (or portion thereof) for (and/or from any reasonPayment Recipient who received such Erroneous Payment (or portion thereof) on its respective behalf) (such unrecovered amount, an “Erroneous Payment Return Deficiency”), upon the Administrative Agent’s notice to such Lender at any time then effective immediately (with the consideration therefor being acknowledged by the parties hereto)), (A) such Lender shall be deemed to have assigned its Loans (but not its Commitments) of the relevant Class with respect to which such Erroneous Payment was made (the “Erroneous Payment Impacted Class”) in an amount equal to the Erroneous Payment Return Deficiency (or such lesser amount as the Administrative Agent may specify) (such assignment of the Loans (but not Commitments) of the Erroneous Payment Impacted Class, the Administrator “Erroneous Payment Deficiency Assignment”) (on a cashless basis and such amount calculated at par plus any accrued and unpaid interest (with the assignment fee to be waived by the Administrative Agent in such instance)), and is hereby (together with the Borrower) deemed to execute and deliver an Assignment and Assumption (or, to the extent applicable, an agreement incorporating an Assignment and Assumption by reference pursuant to an Approved Electronic Platform as to which the Administrative Agent and such parties are participants) with respect to such Erroneous Payment Deficiency Assignment, and such Lender shall deliver any promissory notes evidencing such Loans to the Borrower or the Administrative Agent (but the failure of such Person to deliver any such Notes shall not affect the effectiveness of the foregoing assignment), (B) the Administrative Agent as the assignee Lender shall be deemed to have acquired the Erroneous Payment Deficiency Assignment, (C) upon such deemed acquisition, the Administrative Agent as the assignee Lender shall become a Lender hereunder with respect to such Erroneous Payment Deficiency Assignment and the assigning Lender shall cease to be a Lender hereunder with respect to such Erroneous Payment Deficiency Assignment, excluding, for the avoidance of doubt, its obligations under the indemnification provisions of this Agreement and its applicable Commitments which shall survive as to such assigning Lender, (D) the Administrative Agent and the Borrower shall each be deemed to have waived any consents required under this Agreement to any such Erroneous Payment Deficiency Assignment and (E) the Administrative Agent may reflect in the Register its ownership interest in the Loans subject to the Erroneous Payment Deficiency Assignment. (ii) Subject to Section 9.04 (but excluding, in all events, any assignment consent or approval requirements (whether from the Borrower or otherwise)), the Administrative Agent may, in its discretion, sell any Loans acquired pursuant to an Erroneous Payment Deficiency Assignment and upon receipt of the proceeds of such sale, the Erroneous Payment Return Deficiency owing by the applicable Lender shall be reduced by the net proceeds of the sale of such Loan (or portion thereof), and the Administrative Agent shall retain all other rights, remedies and claims against such Lender (and/or against any recipient that receives funds on its respective behalf). For the avoidance of doubt, no Erroneous Payment Deficiency Assignment will reduce the Commitments of any Lender and such Commitments shall remain available in accordance with the terms of this Agreement. In addition, each party hereto agrees that, except to the extent that the Administrative Agent has sold a Loan (or portion thereof) acquired pursuant to an Erroneous Payment Deficiency Assignment, and irrespective of whether the Administrative Agent may be equitably subrogated, the Administrative Agent shall be contractually subrogated to all the rights and interests of such Purchaser the applicable Lender or Secured Party under the Loan Documents with respect to such amount and each Erroneous Payment Return Deficiency (iithe “Erroneous Payment Subrogation Rights”). (e) The parties hereto agree that an Erroneous Payment shall not pay, prepay, repay, discharge or otherwise satisfy any obligations Obligations owed by the SellerBorrower or any other Obligor, any Originator or the Servicerexcept, except that 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 Administrator Administrative Agent from the Seller, Borrower or any Originator or the Servicer other Obligor for the purpose purposes of making such Erroneous Payment. (df) To the extent permitted by applicable law, no Payment Recipient shall assert any right or claim to an Erroneous Payment, and hereby waives, and is deemed to waive, any claim, counterclaim, defense or right of set-off or recoupment with respect to any demand, claim or counterclaim by the Administrative Agent for the return of any Erroneous Payment received, including without limitation waiver of any defense based on “discharge for value” or any similar doctrine (g) Each party’s obligations obligations, agreements and waivers under this Section 4.8 8.16 shall survive the resignation or replacement of the Administrator or Administrative Agent, any transfer of rights or obligations by, or the replacement of, a PurchaserLender, the termination of the Commitments or and/or the repayment, satisfaction or discharge of all Seller’s obligations Obligations (or any portion thereof) under any Transaction Loan Document.

Erroneous Payment. (a) Each Purchaser hereby agrees that If the Administrative Agent (ix) if the Administrator notifies a Lender or Creditor, or any Person who has received funds on behalf of a Lender or Creditor (any such Purchaser Lender, Creditor or other recipient (and each of their respective successors and assigns), a “Payment Recipient”) that the Administrator Administrative Agent has determined in its sole discretion (whether or not after receipt of any notice under immediately succeeding clause (b)) that any funds (as set forth in such notice from the Administrative Agent) received by such Purchaser Payment Recipient from the Administrator Administrative Agent or any of its Affiliates were erroneously or mistakenly transmitted to, or otherwise erroneously or mistakenly received by, such Purchaser Payment Recipient (whether or not known to such Purchaser Lender, Creditor or other Payment Recipient on its behalf) (any such funds, whether transmitted or received as a payment, prepayment or repayment of principal, interest, fees fees, distribution or otherwise); , individually and collectively, an “Erroneous Payment”) and (y) demands in writing the return of such Erroneous Payment (or a portion thereof), such Purchaser Erroneous Payment shall at all times remain the property of the Administrative Agent pending its return or repayment as contemplated below in this Section 9.16 and held in trust for the benefit of the Administrative Agent, and such Lender or Creditor shall (or, with respect to any Payment Recipient who received such funds on its behalf, shall cause such Payment Recipient to) promptly, but in no event later than one two Business Day thereafterDays thereafter (or such later date as the Administrative Agent may, in its sole discretion, specify in writing), return to the Administrator Administrative Agent the amount of any such Erroneous Payment (or portion thereof) as to which such a demand was made, in same day funds (in the currency so received), together with interest thereon (except to the extent waived in writing by the Administrative Agent) in respect of each day from and including the date such Erroneous Payment (or portion thereof) was received by such Purchaser Payment Recipient to the date such amount is repaid to the Administrator Administrative Agent in same day funds at the greater of the Overnight Bank Funding Rate and a rate determined by the Administrator Administrative Agent in accordance with banking industry rules on interbank compensation from time to time in effect and (ii) such Purchaser shall not assert any right or claim to the Erroneous Payment, and hereby waives any claim, counterclaim, defense or right of set-off or recoupment with respect to any demand, claim or counterclaim by the Administrator for the return of any Erroneous Payments received, including without limitation waiver of any defense based on “discharge for value” or any similar doctrineeffect. A notice of the Administrator Administrative Agent to any Purchaser Payment Recipient under this clause (a) shall be conclusive, absent manifest error. (b) Without limiting immediately preceding clause (a), each Purchaser hereby further Lender, Creditor or any Person who has received funds on behalf of a Lender or Creditor (and each of their respective successors and assigns), agrees that if it receives an Erroneous Payment a payment, prepayment or repayment (whether received as a payment, prepayment or repayment of principal, interest, fees, distribution or otherwise) from the Administrator Administrative Agent (or any of its Affiliates) (ix) that is in an a different amount different than (other than a de minimis difference)than, or on a different date from, that specified in this Agreement or in a notice of payment payment, prepayment or repayment sent by the Administrator Administrative Agent (or any of its Affiliates) with respect to such Erroneous Payment payment, prepayment or repayment, (an “Erroneous Payment Notice”), or (iiy) that was not preceded or accompanied by an Erroneous Payment Noticea notice of payment, it shall be on notice thatprepayment or repayment sent by the Administrative Agent (or any of its Affiliates), or (z) that such Lender or Creditor, or other such recipient, otherwise becomes aware was transmitted, or received, in error or by mistake (in whole or in part), then in each such case: (i) it acknowledges and agrees that (A) in the case of immediately preceding clauses (x) or (y), an error and mistake shall be presumed to have been made (absent written confirmation from the Administrative Agent to the contrary) or (B) an error and mistake has been made (in the case of immediately preceding clause (z)), in each case, with respect to such Erroneous Payment. Each Purchaser further agrees thatpayment, prepayment or repayment; and (ii) such Lender or Creditor shall (and shall cause any other recipient that receives funds on its respective behalf to) promptly (and, in each all events, within one Business Day of its knowledge of the occurrence of any of the circumstances described in immediately preceding clauses (x), (y) and (z)) notify the Administrative Agent of its receipt of such casepayment, prepayment or repayment, the details thereof (in reasonable detail) and that it is so notifying the Administrative Agent pursuant to this Section 9.16(b). For the avoidance of doubt, the failure to deliver a notice to the Administrative Agent pursuant to this Section 9.16(b) shall not have any effect on a Payment Recipient’s obligations pursuant to Section 9.16(a) or on whether or not an Erroneous Payment has been made. (c) Each Lender or Creditor hereby authorizes the Administrative Agent to set off, net and apply any and all amounts at any time owing to such Lender or Creditor under any Loan Document, or if it otherwise becomes aware payable or distributable by the Administrative Agent to such Lender or Creditor under any Loan Document with respect to any payment of principal, interest, fees or other amounts, against any amount that the Administrative Agent has demanded to be returned under immediately preceding clause (a). (i) In the event that an Erroneous Payment (or portion thereof) may have been sent is not recovered by the Administrative Agent for any reason, after demand therefor in erroraccordance with immediately preceding clause (a), such Purchaser shall promptly notify the Administrator of such occurrence and, upon demand from the Administrator, it shall promptly, but in no event later than one (1) Business Day thereafter, return to the Administrator the amount of any Lender that has received such Erroneous Payment (or portion thereof) (and/or from any Payment Recipient who received such Erroneous Payment (or portion thereof) on its respective behalf) (such unrecovered amount, an “Erroneous Payment Return Deficiency”), upon the Administrative Agent’s notice to such Lender at any time, then effective immediately (with the consideration therefor being acknowledged by the parties hereto), (A) such Lender shall be deemed to have assigned its Term Loans with respect to which such Erroneous Payment was made (the “Erroneous Payment Impacted Class”) in an amount equal to the Erroneous Payment Return Deficiency (or such lesser amount as the Administrative Agent may specify) (such assignment of the Term Loans of the Erroneous Payment Impacted Class, the “Erroneous Payment Deficiency Assignment”) (on a cashless basis and such amount calculated at par plus any accrued and unpaid interest (with the assignment fee to be waived by the Administrative Agent in such instance)), and is hereby (together with the Borrower) deemed to execute and deliver an Assignment and Assumption (or, to the extent applicable, an agreement incorporating an Assignment and Assumption by reference pursuant to an Approved Electronic Platform as to which the Administrative Agent and such parties are participants) with respect to such Erroneous Payment Deficiency Assignment, and such Lender shall deliver any Notes evidencing such Term Loans to the Borrower or the Administrative Agent (but the failure of such Person to deliver any such Notes shall not affect the effectiveness of the foregoing assignment), (B) the Administrative Agent as the assignee Lender shall be deemed to have acquired the Erroneous Payment Deficiency Assignment, (C) upon such deemed acquisition, the Administrative Agent as the assignee Lender shall become a Lender, as applicable, hereunder with respect to such Erroneous Payment Deficiency Assignment and the assigning Lender shall cease to be a Lender, as applicable, hereunder with respect to such Erroneous Payment Deficiency Assignment, excluding, for the avoidance of doubt, its obligations under the indemnification provisions of this Agreement which shall survive as to such assigning Lender, (D) the Administrative Agent and the Borrower shall each be deemed to have waived any consents required under this Agreement to any such Erroneous Payment Deficiency Assignment, and (E) the Administrative Agent will reflect in the Register its ownership interest in the Loans subject to the Erroneous Payment Deficiency Assignment. (ii) Subject to Section 11.06, the Administrative Agent may, in its discretion, sell any Term Loans acquired pursuant to an Erroneous Payment Deficiency Assignment and upon receipt of the proceeds of such sale, the Erroneous Payment Return Deficiency owing by the applicable Lender shall be reduced by the net proceeds of the sale of such Loan (or portion thereof), and the Administrative Agent shall retain all other rights, remedies and claims against such Lender (and/or against any recipient that was receives funds on its respective behalf). In addition, an Erroneous Payment Return Deficiency owing by the applicable Lender (x) shall be reduced by the proceeds of prepayments or repayments of principal and interest, or other distribution in respect of principal and interest, received by the Administrative Agent on or with respect to any such Purchaser Term Loans acquired from such Lender pursuant to an Erroneous Payment Deficiency Assignment (to the date extent that any such Term Loans are then owned by the Administrative Agent) and (y) may, in the sole discretion of the Administrative Agent, be reduced by any amount is repaid specified by the Administrative Agent in writing to the Administrator in same day funds at the greater of the Overnight Bank Funding Rate and a rate determined by the Administrator in accordance with banking industry rules on interbank compensation applicable Lender from time to time in effecttime. (ce) The Seller and each other Purchaser hereby parties hereto agree that (ix) irrespective of whether the Administrative Agent may be equitably subrogated, in the event that an Erroneous Payment (or portion thereof) is not recovered from any Purchaser Payment Recipient that has received such Erroneous Payment (or portion thereof) for any reason, the Administrator Administrative Agent shall be subrogated to all the rights and interests of such Purchaser Payment Recipient (and, in the case of any Payment Recipient who has received funds on behalf of a Lender or Creditor, to the rights and interests of such Lender or Creditor, as the case may be) under the Loan Documents with respect to such amount (the “Erroneous Payment Subrogation Rights”) (provided that the Credit Parties’ Obligations under the Loan Documents in respect of the Erroneous Payment Subrogation Rights shall not be duplicative of such Obligations in respect of Term Loans that have been assigned to the Administrative Agent under an Erroneous Payment Deficiency Assignment) and (iiy) an Erroneous Payment shall not pay, prepay, repay, discharge or otherwise satisfy any obligations Secured Obligations owed by the SellerBorrower or any other Credit Party; provided that this Section 9.16 shall not be interpreted to increase (or accelerate the due date for), any Originator or have the Servicereffect of increasing (or accelerating the due date for), except the Obligations of the Borrower relative to the amount (and/or timing for payment) of the Obligations that in each casewould have been payable had such Erroneous Payment not been made by the Administrative Agent; provided, further, that for the avoidance of doubt, immediately preceding clauses (x) and (y) 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 Administrator Administrative Agent from the Seller, any Originator or the Servicer Borrower for the purpose of making such Erroneous Payment. (df) To the extent permitted by applicable law, no Payment Recipient shall assert any right or claim to an Erroneous Payment, and hereby waives, and is deemed to waive, any claim, counterclaim, defense or right of set-off or recoupment with respect to any demand, claim or counterclaim by the Administrative Agent for the return of any Erroneous Payment received, including, without limitation, any defense based on “discharge for value” or any similar doctrine. (g) Each party’s obligations obligations, agreements and waivers under this Section 4.8 9.16 shall survive the resignation or replacement of the Administrator or Administrative Agent, any transfer of rights or obligations by, or the replacement of, a PurchaserLender, the termination of the Commitments or and/or the repayment, satisfaction or discharge of all Seller’s obligations Secured Obligations (or any portion thereof) under any Transaction Loan Document.

Erroneous Payment. (a) Each Purchaser Lender hereby agrees that (i) if the Administrator Collateral Agent notifies such Purchaser Lender that the Administrator Collateral Agent has determined in its sole discretion that any funds received by such Purchaser Lender from the Administrator Collateral Agent or any of its Affiliates were erroneously transmitted to, or otherwise erroneously or mistakenly received by, such Purchaser Lender (whether or not known to such Purchaser Lender) (whether as a payment, prepayment or repayment of principal, interest, fees or otherwise); individually and collectively, an a “Erroneous Payment”) and demands the return of such Erroneous Payment (or a portion thereof), such Purchaser Lender shall promptly, but in no event later than one Business Day thereafter, return to the Administrator Collateral Agent the amount of any such Erroneous Payment (or portion thereof) as to which such a demand was made, in same day funds (in the currency so received), together with interest thereon in respect of each day from and including the date such Erroneous Payment (or portion thereof) was received by such Purchaser Lender to the date such amount is repaid to the Administrator Collateral Agent in same day funds at the greater of the Overnight Bank Funding Rate federal funds rate and a rate determined by the Administrator Collateral Agent in accordance with banking industry rules on interbank compensation from time to time in effect and (ii) to the extent permitted by applicable law, such Purchaser Lender shall not assert any right or claim to the Erroneous Payment, and hereby waives waives, any claim, counterclaim, defense or right of set-off or recoupment with respect to any demand, claim or counterclaim by the Administrator Collateral Agent for the return of any Erroneous Payments received, including without limitation waiver of any defense based on “discharge for value” or any similar doctrine. A notice of the Administrator Collateral Agent to any Purchaser Lender under this clause (a) shall be conclusive, absent manifest error. (b) Without limiting immediately preceding clause (a), each Purchaser Lender hereby further agrees that if it receives an Erroneous Payment from the Administrator Collateral Agent (or any of its Affiliates) (ix) that is in an a different amount different than (other than a de minimis difference)than, or on a different date from, that specified in a notice of payment sent by the Administrator Collateral Agent (or any of its Affiliates) with respect to such Erroneous Payment (an “Erroneous Payment Notice”), or (iiy) that was not preceded or accompanied by an Erroneous Payment Notice, it shall be on notice thator (z) that such Lender otherwise becomes aware was transmitted, or received, in error or by mistake (in whole or in part), in each such 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 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. Each Purchaser further Lender agrees that, in each such case, or if it otherwise becomes aware an Erroneous Payment shall promptly (and, in all events, within one Business Day of its knowledge (or portion thereofdeemed knowledge) may have been sent in of such error, such Purchaser shall promptly ) notify the Administrator Collateral Agent of such occurrence and, upon demand from the AdministratorCollateral Agent, it shall promptly, but in all events no event later than one (1) Business Day thereafter, return to the Administrator Collateral Agent the amount of any such Erroneous Payment (or portion thereof) that as to which such a demand was made in same day funds (in the currency so received), together with interest thereon in respect of each day from and including the date such Erroneous Payment (or portion thereof) was received by such Purchaser Lender to the date such amount is repaid to the Administrator Collateral Agent in same day funds at the greater of the Overnight Bank Funding Rate federal funds rate and a rate determined by the Administrator Collateral Agent in accordance with banking industry rules on interbank compensation from time to time in effect. (c) The Seller and each other Purchaser Borrower hereby agree agrees that (ix) in the event an Erroneous Payment (or portion thereof) is not recovered from any Purchaser Lender that has received such Erroneous Payment (or portion thereof) for any reason, the Administrator Collateral Agent shall be subrogated to all the rights of such Purchaser Lender with respect to such amount and (iiy) an Erroneous Payment shall not pay, prepay, repay, discharge or otherwise satisfy any obligations Obligations owed by the Seller, any Originator or the Servicer, except that 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 Administrator from the Seller, any Originator or the Servicer for the purpose of making such Erroneous PaymentBorrower. (d) Each party’s obligations under this Section 4.8 11 shall survive the resignation or replacement of the Administrator or any transfer of rights or obligations by, or the replacement of, a PurchaserCollateral Agent, the termination of the Commitments or the repayment, satisfaction or discharge of all Seller’s obligations Obligations (or any portion thereof) under any Transaction Loan Document.

Erroneous Payment. (a) Each Purchaser hereby agrees that If the Administrative Agent (ix) if the Administrator notifies a Lender or Secured Party, or any Person who has received funds on behalf of a Lender or Secured Party (any such Purchaser Lender, Secured Party or other recipient (and each of their respective successors and assigns), a “Payment Recipient”) that the Administrator Administrative Agent has determined in its sole discretion (whether or not after receipt of any notice under immediately succeeding clause (b)) that any funds (as set forth in such notice from the Administrative Agent) received by such Purchaser Payment Recipient from the Administrator Administrative Agent or any of its Affiliates were erroneously or mistakenly transmitted to, or otherwise erroneously or mistakenly received by, such Purchaser Payment Recipient (whether or not known to such Purchaser Lender, Secured Party or other Payment Recipient on its behalf) (any such funds, whether transmitted or received as a payment, prepayment or repayment of principal, interest, fees fees, distribution or otherwise); , individually and collectively, an “Erroneous Payment”) and (y) demands in writing the return of such Erroneous Payment (or a portion thereof), such Purchaser Erroneous Payment shall at all times remain the property of the Administrative Agent pending its return or repayment as contemplated below in this Section 12.12 and held in trust for the benefit of the Administrative Agent, and such Lender or Secured Party shall (or, with respect to any Payment Recipient who received such funds on its behalf, shall cause such Payment Recipient to) promptly, but in no event later than one two (2) Business Day thereafterDays thereafter (or such later date as the Administrative Agent may, in its sole discretion, specify in writing), return to the Administrator Administrative Agent the amount of any such Erroneous Payment (or portion thereof) as to which such a demand was made, in same day funds (in the currency so received), together with interest thereon (except to the extent waived in writing by the Administrative Agent) in respect of each day from and including the date such Erroneous Payment (or portion thereof) was received by such Purchaser Payment Recipient to the date such amount is repaid to the Administrator Administrative Agent in same day funds at the greater of the Overnight Bank Funding Federal Funds Rate and a rate determined by the Administrator Administrative Agent in accordance with banking industry rules on interbank compensation from time to time in effect and (ii) such Purchaser shall not assert any right or claim to the Erroneous Payment, and hereby waives any claim, counterclaim, defense or right of set-off or recoupment with respect to any demand, claim or counterclaim by the Administrator for the return of any Erroneous Payments received, including without limitation waiver of any defense based on “discharge for value” or any similar doctrineeffect. A notice of the Administrator Administrative Agent to any Purchaser Payment Recipient under this clause (a) shall be conclusive, absent manifest error. (b) Without limiting immediately preceding clause (a), each Purchaser hereby further Lender, Secured Party or any Person who has received funds on behalf of a Lender or Secured Party (and each of their respective successors and assigns), agrees that if it receives an Erroneous Payment a payment, prepayment or repayment (whether received as a payment, prepayment or repayment of principal, interest, fees, distribution or otherwise) from the Administrator Administrative Agent (or any of its Affiliates) (ix) that is in an a different amount different than (other than a de minimis difference)than, or on a different date from, that specified in this Credit Agreement or in a notice of payment payment, prepayment or repayment sent by the Administrator Administrative Agent (or any of its Affiliates) with respect to such Erroneous Payment payment, prepayment or repayment, (an “Erroneous Payment Notice”), or (iiy) that was not preceded or accompanied by an Erroneous Payment Noticea notice of payment, it shall be on notice thatprepayment or repayment sent by the Administrative Agent (or any of its Affiliates), or (z) that such Lender or Secured Party, or other such recipient, otherwise becomes aware was transmitted, or received, in error or by mistake (in whole or in part), then in each such case: (i) it acknowledges and agrees that (A) in the case of immediately preceding clauses (x) or (y), an error and mistake shall be presumed to have been made (absent written confirmation from the Administrative Agent to the contrary) or (B) an error and mistake has been made (in the case of immediately preceding clause (z)), in each case, with respect to such Erroneous Payment. Each Purchaser further agrees thatpayment, prepayment or repayment; and (ii) such Lender or Secured Party shall (and shall cause any other recipient that receives funds on its respective behalf to) promptly (and, in each all events, within one Business Day of its knowledge of the occurrence of any of the circumstances described in immediately preceding clauses (x), (y) and (z)) notify the Administrative Agent of its receipt of such casepayment, prepayment or repayment, the details thereof (in reasonable detail) and that it is so notifying the Administrative Agent pursuant to this Section 12.12(b). For the avoidance of doubt, the failure to deliver a notice to the Administrative Agent pursuant to this Section 12.12(b) shall not have any effect on a Payment Recipient’s obligations pursuant to Section 12.12(a)or on whether or not an Erroneous Payment has been made. (c) Each Lender or Secured Party hereby authorizes the Administrative Agent to set off, net and apply any and all amounts at any time owing to such Lender or Secured Party under any Loan Document, or if it otherwise becomes aware payable or distributable by the Administrative Agent to such Lender or Secured Party under any Loan Document with respect to any payment of principal, interest, fees or other amounts, against any amount that the Administrative Agent has demanded to be returned under immediately preceding clause (a). (i) In the event that an Erroneous Payment (or portion thereof) may have been sent is not recovered by the Administrative Agent for any reason, after demand therefor in erroraccordance with immediately preceding clause (a), such Purchaser shall promptly notify the Administrator of such occurrence and, upon demand from the Administrator, it shall promptly, but in no event later than one (1) Business Day thereafter, return to the Administrator the amount of any Lender that has received such Erroneous Payment (or portion thereof) that (and/or from any Payment Recipient who received such Erroneous Payment (or portion thereof) on its respective behalf) (such unrecovered amount, an “Erroneous Payment Return Deficiency”), upon the Administrative Agent’s notice to such Lender at any time, then effective immediately (with the consideration therefor being acknowledged by the parties hereto), (A) such Lender shall be deemed to have assigned its Loans (but not its Commitments) with respect to which such Erroneous Payment was received by such Purchaser made (the “Erroneous Payment Impacted Class”) in an amount equal to the date Erroneous Payment Return Deficiency (or such lesser amount as the Administrative Agent may specify) (such assignment of the Loans (but not Commitments) of the Erroneous Payment Impacted Class, the “Erroneous Payment Deficiency Assignment”) (on a cashless basis and such amount calculated at par plus any accrued and unpaid interest (with the assignment fee to be waived by the Administrative Agent in such instance)), and is repaid hereby (together with the Borrower) deemed to execute and deliver an Assignment and Assumption (or, to the Administrator in same day funds at extent applicable, an agreement incorporating an Assignment and Assumption by reference pursuant to an approved electronic platform as to which the greater Administrative Agent and such parties are participants) with respect to such Erroneous Payment Deficiency Assignment, and such Lender shall deliver any Notes evidencing such Loans to the Borrower or the Administrative Agent (but the failure of such Person to deliver any such Notes shall not affect the effectiveness of the Overnight Bank Funding Rate foregoing assignment), (B) the Administrative Agent as the assignee Lender shall be deemed to have acquired the Erroneous Payment Deficiency Assignment, (C) upon such deemed acquisition, the Administrative Agent as the assignee Lender shall become a Lender, as applicable, hereunder with respect to such Erroneous Payment Deficiency Assignment and the assigning Lender shall cease to be a rate determined by Lender, as applicable, hereunder with respect to such Erroneous Payment Deficiency Assignment, excluding, for the Administrator avoidance of doubt, its obligations under the indemnification provisions of this Credit Agreement and its applicable Commitments which shall survive as to such assigning Lender, (D) the Administrative Agent and the Borrower shall each be deemed to have waived any consents required under this Credit Agreement to any such Erroneous Payment Deficiency Assignment, and (E) the Administrative Agent will reflect in the Register its ownership interest in the Loans subject to the Erroneous Payment Deficiency Assignment. For the avoidance of doubt, no Erroneous Payment Deficiency Assignment will reduce the Commitments of any Lender and such Commitments shall remain available in accordance with banking industry rules the terms of this Credit Agreement. (ii) Subject to Section 13.14(b), (but excluding, in all events, any assignment consent or approval requirements (whether from the Borrower or otherwise)), the Administrative Agent may, in its discretion, sell any Loans acquired pursuant to an Erroneous Payment Deficiency Assignment and upon receipt of the proceeds of such sale, the Erroneous Payment Return Deficiency owing by the applicable Lender shall be reduced by the net proceeds of the sale of such Loan (or portion thereof), and the Administrative Agent shall retain all other rights, remedies and claims against such Xxxxxx (and/or against any recipient that receives funds on interbank compensation its respective behalf). In addition, an Erroneous Payment Return Deficiency owing by the applicable Lender (x) shall be reduced by the proceeds of prepayments or repayments of principal and interest, or other distribution in respect of principal and interest, received by the Administrative Agent on or with respect to any such Loans acquired from such Lender pursuant to an Erroneous Payment Deficiency Assignment (to the extent that any such Loans are then owned by the Administrative Agent) and (y) may, in the sole discretion of the Administrative Agent, be reduced by any amount specified by the Administrative Agent in writing to the applicable Lender from time to time in effecttime. (ce) The Seller and each other Purchaser hereby parties hereto agree that (ix) irrespective of whether the Administrative Agent may be equitably subrogated, in the event that an Erroneous Payment (or portion thereof) is not recovered from any Purchaser Payment Recipient that has received such Erroneous Payment (or portion thereof) for any reason, the Administrator Administrative Agent shall be subrogated to all the rights and interests of such Purchaser Payment Recipient (and, in the case of any Payment Recipient who has received funds on behalf of a Lender or Secured Party, to the rights and interests of such Lender or Secured Party, as the case may be) under the Loan Documents with respect to such amount (the “Erroneous Payment Subrogation Rights”) (provided that the Loan Parties’ Obligations under the Loan Documents in respect of the Erroneous Payment Subrogation Rights shall not be duplicative of such Obligations in respect of Loans that have been assigned to the Administrative Agent under USActive 60330059.19 -115- an Erroneous Payment Deficiency Assignment) and (iiy) an Erroneous Payment shall not pay, prepay, repay, discharge or otherwise satisfy any obligations Obligations owed by the SellerBorrower or any other Loan Party; provided that this Section 12.12 shall not be interpreted to increase (or accelerate the due date for), any Originator or have the Servicereffect of increasing (or accelerating the due date for), except the Obligations of the Borrower relative to the amount (and/or timing for payment) of the Obligations that in each casewould have been payable had such Erroneous Payment not been made by the Administrative Agent; provided, further, that for the avoidance of doubt, immediately preceding clauses (x) and (y) 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 Administrator Administrative Agent from the Seller, any Originator or the Servicer Borrower for the purpose of making such Erroneous Payment. (df) To the extent permitted by Applicable Law, no Payment Recipient shall assert any right or claim to an Erroneous Payment, and hereby waives, and is deemed to waive, any claim, counterclaim, defense or right of set-off or recoupment with respect to any demand, claim or counterclaim by the Administrative Agent for the return of any Erroneous Payment received, including, without limitation, any defense based on “discharge for value” or any similar doctrine. (g) Each party’s obligations obligations, agreements and waivers under this Section 4.8 12.12 shall survive the resignation or replacement of the Administrator or any transfer of rights or obligations by, or the replacement of, a PurchaserAdministrative Agent, the termination of the Commitments or and/or the repayment, satisfaction or discharge of all Seller’s obligations Obligations (or any portion thereof) under any Transaction Loan Document.

Erroneous Payment. (a) Each Purchaser hereby agrees that If the Administrative Agent (ix) if the Administrator notifies a Lender, Credit Party or Secured Party, or any Person who has received funds on behalf of a Lender, Credit Party or Secured Party (any such Purchaser Lender, Credit Party, Secured Party or other recipient, a “Payment Recipient”) that the Administrator Administrative Agent has determined in its sole discretion (whether or not after receipt of any notice under immediately succeeding clause (b)) that any funds (as set forth in such notice from the Administrative Agent) received by such Purchaser Payment Recipient from the Administrator Administrative Agent or any of its Affiliates were erroneously or mistakenly transmitted to, or otherwise erroneously or mistakenly received by, such Purchaser Payment Recipient (whether or not known to such Purchaser Lender, Credit Party, Secured Party or other Payment Recipient on its behalf) (any such funds, whether transmitted or received as a payment, prepayment or repayment of principal, interest, fees fees, distribution or otherwise); , individually and collectively, an “Erroneous Payment”) and (y) demands in writing the return of such Erroneous Payment (or a portion thereof), such Purchaser Erroneous Payment shall at all times remain the property of the Administrative Agent pending its return or repayment as contemplated below in this Section 10.10 and held in trust for the benefit of the Administrative Agent, and such Lender, Credit Party or Secured Party shall (or, with respect to any Payment Recipient who received such funds on its behalf, shall cause such Payment Recipient to) promptly, but in no event later than one two (2) Business Day thereafterDays thereafter (or such later date as the Administrative Agent may, in its sole discretion, specify in writing), return to the Administrator Administrative Agent the amount of any such Erroneous Payment (or portion thereof) as to which such a demand was made, in same day funds (in the currency so received), together with interest thereon (except to the extent waived in writing by the Administrative Agent) in respect of each day from and including the date such Erroneous Payment (or portion thereof) was received by such Purchaser Payment Recipient to the date such amount is repaid to the Administrator Administrative Agent in same day funds at the greater of the Overnight Bank Funding Federal Funds Rate and a rate determined by the Administrator Administrative Agent in accordance with banking industry rules on interbank compensation from time to time in effect and (ii) such Purchaser shall not assert any right or claim to the Erroneous Payment, and hereby waives any claim, counterclaim, defense or right of set-off or recoupment with respect to any demand, claim or counterclaim by the Administrator for the return of any Erroneous Payments received, including without limitation waiver of any defense based on “discharge for value” or any similar doctrineeffect. A notice of the Administrator Administrative Agent to any Purchaser Payment Recipient under this clause (a) shall be conclusive, absent manifest error. (b) Without limiting immediately preceding clause (a), each Purchaser hereby further Lender, Credit Party, Secured Party or any Person who has received funds on behalf of a Lender, Credit Party or Secured Party, agrees that if it receives an Erroneous Payment a payment, prepayment or repayment (whether received as a payment, prepayment or repayment of principal, interest, fees, distribution or otherwise) from the Administrator Administrative Agent (or any of its Affiliates) (ix) that is in an a different amount different than (other than a de minimis difference)than, or on a different date from, that specified in this Agreement or in a notice of payment payment, prepayment or repayment sent by the Administrator Administrative Agent (or any of its Affiliates) with respect to such Erroneous Payment payment, prepayment or repayment, (an “Erroneous Payment Notice”), or (iiy) that was not preceded or accompanied by an Erroneous Payment Noticea notice of payment, it shall be on notice thatprepayment or repayment sent by the Administrative Agent (or any of its Affiliates), or (z) that such Lender, Credit Party or Secured Party, or other such recipient, otherwise becomes aware was transmitted, or received, in error or by mistake (in whole or in part), then in each such case: (i) it acknowledges and agrees that (A) in the case of immediately preceding clauses (x) or (y), an error and mistake shall be presumed to have been made (absent written confirmation from the Administrative Agent to the contrary) or (B) an error and mistake has been made (in the case of immediately preceding clause (z)), in each case, with respect to such Erroneous Payment. Each Purchaser further agrees thatpayment, prepayment or repayment; and (ii) such Lender, Credit Party or Secured Party shall (and shall cause any other recipient that receives funds on its respective behalf to) promptly (and, in each all events, within one (1) Business Day of its knowledge of the occurrence of any of the circumstances described in immediately preceding clauses (x), (y) and (z)) notify the Administrative Agent of its receipt of such casepayment, prepayment or repayment, the details thereof (in reasonable detail) and that it is so notifying the Administrative Agent pursuant to this Section 10.10(b). For the avoidance of doubt, the failure to deliver a notice to the Administrative Agent pursuant to this Section 10.10(b) shall not have any effect on a Payment Recipient’s obligations pursuant to Section 10.10(a) or on whether or not an Erroneous Payment has been made. (c) Each Lender, Credit Party or Secured Party hereby authorizes the Administrative Agent to set off, net and apply any and all amounts at any time owing to such Lender, Credit Party or Secured Party under any Transaction Document, or if it otherwise becomes aware payable or distributable by the Administrative Agent to such Lender, Credit Party or Secured Party under any Transaction Document with respect to any payment of principal, interest, fees or other amounts, against any amount that the Administrative Agent has demanded to be returned under immediately preceding clause (a). (i) In the event that an Erroneous Payment (or portion thereof) may have been sent is not recovered by the Administrative Agent for any reason, after demand therefor in erroraccordance with immediately preceding clause (a), such Purchaser shall promptly notify the Administrator of such occurrence and, upon demand from the Administrator, it shall promptly, but in no event later than one (1) Business Day thereafter, return to the Administrator the amount of any Lender that has received such Erroneous Payment (or portion thereof) that (and/or from any Payment Recipient who received such Erroneous Payment (or portion thereof) on its respective behalf) (such unrecovered amount, an “Erroneous Payment Return Deficiency”), upon the Administrative Agent’s notice to such Lender at any time, then effective immediately (with the consideration therefor being acknowledged by the parties hereto), (A) such Lender shall be deemed to have assigned its Loans (but not its Commitments) with respect to which such Erroneous Payment was received by such Purchaser made in an amount equal to the date Erroneous Payment Return Deficiency (or such lesser amount as the Administrative Agent may specify) (such assignment of the Loans (but not Commitments), the “Erroneous Payment Deficiency Assignment”) (on a cashless basis and such amount calculated at par plus any accrued and unpaid interest (with the assignment fee to be waived by the Administrative Agent in such instance)), and is repaid hereby (together with the Borrower) deemed to execute and deliver an Assignment and Acceptance Agreement (or, to the Administrator in same day funds at extent applicable, an agreement incorporating an Assignment and Acceptance Agreement by reference) with respect to such Erroneous Payment Deficiency Assignment, and such Lender shall deliver any notes evidencing such Loans to the greater Borrower or Administrative Agent (but the failure of such Person to deliver any such notes shall not affect the effectiveness of the Overnight Bank Funding Rate foregoing assignment), (B) the Administrative Agent as the assignee Lender shall be deemed to have acquired the Erroneous Payment Deficiency Assignment, (C) upon such deemed acquisition, the Administrative Agent as the assignee Lender shall become a Lender, as applicable, hereunder with respect to such Erroneous Payment Deficiency Assignment and the assigning Lender shall cease to be a rate determined by Lender, as applicable, hereunder with respect to such Erroneous Payment Deficiency Assignment, excluding, for the Administrator avoidance of doubt, its obligations under the indemnification provisions of this Agreement and its applicable Commitments which shall survive as to such assigning Lender, (D) the Administrative Agent and the Borrower shall each be deemed to have waived any consents required under this Agreement to any such Erroneous Payment Deficiency Assignment, and (E) the Administrative Agent will reflect in the Register its ownership interest in the Loans subject to the Erroneous Payment Deficiency Assignment. For the avoidance of doubt, no Erroneous Payment Deficiency Assignment will reduce the Commitments of any Lender and such Commitments shall remain available in accordance with banking industry rules the terms of this Agreement. (ii) Subject to Section 13.03 (but excluding, in all events, any assignment consent or approval requirements (whether from the Borrower or otherwise)), the Administrative Agent may, in its discretion, sell any Loans acquired pursuant to an Erroneous Payment Deficiency Assignment and upon receipt of the proceeds of such sale, the Erroneous Payment Return Deficiency owing by the applicable Lender shall be reduced by the net proceeds of the sale of such Loan (or portion thereof), and the Administrative Agent shall retain all other rights, remedies and claims against such Xxxxxx (and/or against any recipient that receives funds on interbank compensation its respective behalf). In addition, an Erroneous Payment Return Deficiency owing by the applicable Lender (x) shall be reduced by the proceeds of prepayments or repayments of principal and interest, or other distribution in respect of principal and interest, received by the Administrative Agent on or with respect to any such Loans acquired from such Lender pursuant to an Erroneous Payment Deficiency Assignment (to the extent that any such Loans are then owned by the Administrative Agent) and (y) may, in the sole discretion of the Administrative Agent, be reduced by any amount specified by the Administrative Agent in writing to the applicable Lender from time to time in effecttime. (ce) The Seller and each other Purchaser hereby parties hereto agree that (ix) irrespective of whether the Administrative Agent may be equitably subrogated, in the event that an Erroneous Payment (or portion thereof) is not recovered from any Purchaser Payment Recipient that has received such Erroneous Payment (or portion thereof) for any reason, the Administrator Administrative Agent shall be subrogated to all the rights and interests of such Purchaser Payment Recipient (and, in the case of any Payment Recipient who has received funds on behalf of a Lender, Credit Party or Secured Party, to the rights and interests of such Lender, Credit Party or Secured Party, as the case may be) under the Transaction Documents with respect to such amount (the “Erroneous Payment Subrogation Rights”) (provided that the Deluxe Parties’ Borrower Obligations under the Transaction Documents in respect of the Erroneous Payment Subrogation Rights shall not be duplicative of such Borrower Obligations in respect of Loans that have been assigned to the Administrative Agent under an Erroneous Payment Deficiency Assignment) and (iiy) an Erroneous Payment shall not pay, prepay, repay, discharge or otherwise satisfy any obligations Borrower Obligations owed by the SellerBorrower or any other Deluxe Party; provided that this Section 10.10 shall not be interpreted to increase (or accelerate the due date for), any Originator or have the Servicereffect of increasing (or accelerating the due date for), except the Borrower Obligations of the Borrower relative to the amount (and/or timing for payment) of the Borrower Obligations that in each casewould have been payable had such Erroneous Payment not been made by the Administrative Agent; provided, further, that for the avoidance of doubt, immediately preceding clauses (x) and (y) 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 Administrator Administrative Agent from the Seller, any Originator or the Servicer Borrower for the purpose of making such Erroneous Payment. (df) To the extent permitted by applicable law, no Payment Recipient shall assert any right or claim to an Erroneous Payment, and hereby waives, and is deemed to waive, any claim, counterclaim, defense or right of set-off or recoupment with respect to any demand, claim or counterclaim by the Administrative Agent for the return of any Erroneous Payment received, including, without limitation, any defense based on “discharge for value” or any similar doctrine. (g) Each party’s obligations obligations, agreements and waivers under this Section 4.8 10.10 shall survive the resignation or replacement of the Administrator or any transfer of rights or obligations by, or the replacement of, a PurchaserAdministrative Agent, the termination of the Commitments or and/or the repayment, satisfaction or discharge of all Seller’s obligations Borrower Obligations (or any portion thereof) under any Transaction Document.

Erroneous Payment. (a) Each If the Agent notifies a Purchaser hereby agrees that or any Person who has received funds on behalf of a Purchaser (i) if the Administrator notifies any such Purchaser or other recipient, a “Payment Recipient) that the Administrator Agent has determined in its sole discretion (whether or not after receipt of any notice under immediately succeeding clause (b)) that any funds received by such Purchaser Payment Recipient from the Administrator Agent or any of its Affiliates were erroneously transmitted to, or otherwise erroneously or mistakenly received by, such Purchaser Payment Recipient (whether or not known to such Purchaser or other Payment Recipient on its behalf) (any such funds, whether received as a payment, prepayment or repayment of principal, interest, fees fees, distribution or otherwise); , individually and collectively, an “Erroneous Payment”) and demands the return of such Erroneous Payment (or a portion thereof)) such Erroneous Payment shall at all times remain the property of the Agent, and such Purchaser Purchaser, shall (or, with respect to any Payment Recipient who received such funds on its behalf, shall cause such Payment Recipient to) promptly, but in no event later than one Business Day thereafter, return to the Administrator Agent the amount of any such Erroneous Payment (or portion thereof) as to which such a demand was made, in same day funds (in the currency so received), together with interest thereon in respect of each day from and including the date such Erroneous Payment (or portion thereof) was received by such Purchaser Payment Recipient to the date such amount is repaid to the Administrator Agent in same day funds at the greater of the Overnight Bank Funding Federal Funds Effective Rate and a rate 742081002 11089703 51 determined by the Administrator Agent in accordance with banking industry rules on interbank compensation from time to time in effect and (ii) such Purchaser shall not assert any right or claim to the Erroneous Payment, and hereby waives any claim, counterclaim, defense or right of set-off or recoupment with respect to any demand, claim or counterclaim by the Administrator for the return of any Erroneous Payments received, including without limitation waiver of any defense based on “discharge for value” or any similar doctrineeffect. A notice of the Administrator Agent to any Purchaser Payment Recipient under this clause (a) shall be conclusive, absent manifest error. (b) Without limiting immediately preceding clause (a), each Purchaser Payment Recipient hereby further agrees that if it receives an Erroneous Payment a payment (whether received as a payment, interest, fees, or otherwise) from the Administrator Agent (or any of its Affiliates) (ix) that is in an a different amount different than (other than a de minimis difference)than, or on a different date from, that specified in a notice of payment payment, sent by the Administrator Agent (or any of its Affiliates) with respect to such Erroneous Payment payment (an a “Erroneous Payment Notice”), or (iiy) that was not preceded or accompanied by an Erroneous a Payment Notice, it shall be on notice thator (z) that such Payment Recipient otherwise becomes aware was transmitted, or received, in error or by mistake (in whole or in part) in each such case, : (A) an error may have been made (in the case of immediately preceding clauses (x) or (y)) or an error has been made (in the case of immediately preceding clause (z)) with respect to such Erroneous Payment. Each Purchaser further agrees thatpayment; and (B) such Payment Recipient shall promptly (and, in each all events, within one Business Day of its knowledge of such case, or if it otherwise becomes aware an Erroneous Payment (or portion thereoferror) may have been sent in error, such Purchaser shall promptly notify the Administrator Agent of its receipt of such occurrence and, upon demand from payment the Administrator, details thereof and that it shall promptly, but in no event later than one (1) Business Day thereafter, return is so notifying the Agent pursuant to the Administrator the amount of any such Erroneous Payment (or portion thereof) that was received by such Purchaser to the date such amount is repaid to the Administrator in same day funds at the greater of the Overnight Bank Funding Rate and a rate determined by the Administrator in accordance with banking industry rules on interbank compensation from time to time in effectthis Section 14.15(b). (c) The Seller and each other Each Purchaser hereby agree that authorizes the Agent to set off, net and apply any and all amounts at any time owing to such Purchaser under any Transaction Document, or otherwise payable or distributable by the Agent to such Purchaser from any source, against any amount due to the Agent under immediately preceding clause (ia) in or under the indemnification provisions of this Agreement. (d) In the event an Erroneous Payment (or portion thereof) is not recovered by the Agent for any reason, after demand therefor by the Agent in accordance with immediately preceding clause (a), from any Purchaser that has received such Erroneous Payment (or portion thereof) for (or from any reasonPayment Recipient who received such Erroneous Payment (or portion thereof) on its respective behalf) (such unrecovered amount, an “Erroneous Payment Return Deficiency”), upon the Agent’s request to such Purchaser at any time, (i) such Purchaser shall be deemed to have assigned its portion of the Asset Portfolio (but not its Commitments) with respect to which such Erroneous Payment was made (the “Erroneous Payment Impacted Class”) in an amount equal to the Erroneous Payment Return Deficiency (such assignment of such Purchaser’s portion of the Asset Portfolio (but not Commitments) of the Erroneous Payment Impacted Class, the Administrator “Erroneous Payment Deficiency Assignment”) and is hereby (together with the Seller) deemed to execute and deliver an Assignment Agreement as to which the Agent and such parties are participants with respect to such Erroneous Payment Deficiency Assignment, (ii) the Agent as the assignee Purchaser shall be subrogated deemed to all acquire the rights of Erroneous Payment Deficiency Assignment and (iii) upon such deemed acquisition, the Agent as the assignee Purchaser shall become a Purchaser hereunder with respect to such Erroneous Payment Deficiency Assignment and the assigning Purchaser shall cease to be a Purchaser with respect to 742081002 11089703 52 such amount Erroneous Payment Deficiency Assignment, excluding, for the avoidance of doubt, its obligations under the indemnification provisions of this Agreement and its applicable Commitments which shall survive as to such assigning Purchaser. For the avoidance of doubt, no Erroneous Payment Deficiency Assignment will reduce the Commitments of any Purchaser and such Commitments shall remain available in accordance with the terms of this Agreement. (iie) The parties hereto agree that an Erroneous Payment shall not pay, prepay, repay, discharge or otherwise satisfy any obligations Obligations owed by the Seller, any Originator or the Servicerexcept, except that 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 Administrator Agent from the Seller, any Originator or the Servicer Seller for the purpose of making such Erroneous Payment. (df) To the extent permitted by applicable law, no Payment Recipient shall assert any right or claim to an Erroneous Payment, and hereby waives, and is deemed to waive, any claim, counterclaim, defense or right of set-off or recoupment with respect to any demand, claim or counterclaim by the Agent for the return of any Erroneous Payment received, including without limitation waiver of any defense based on “discharge for value” or any similar doctrine (g) Each party’s obligations obligations, agreements and waivers under this Section 4.8 14.15 shall survive the resignation or replacement of the Administrator or Agent, any transfer of rights or obligations by, or the replacement of, a Purchaser, Purchaser the termination of the Commitments or the repayment, and/or satisfaction or discharge of all Seller’s obligations Obligations (or any portion thereof) under any Transaction Document.

Erroneous Payment. (a) Each Purchaser hereby agrees that If the Administrative Agent (ix) if the Administrator notifies a Lender, Credit Party or Secured Party, or any Person who has received funds on behalf of a Lender, Credit Party or Secured Party (any such Purchaser Lender, Credit Party, Secured Party or other recipient, a “Payment Recipient”) that the Administrator Administrative Agent has determined in its sole discretion (whether or not after receipt of any notice under immediately succeeding clause (b)) that any funds (as set forth in such notice from the Administrative Agent) received by such Purchaser Payment Recipient from the Administrator Administrative Agent or any of its Affiliates were erroneously or mistakenly transmitted to, or otherwise erroneously or mistakenly received by, such Purchaser Payment Recipient (whether or not known to such Purchaser Lender, Credit Party, Secured Party or other Payment Recipient on its behalf) (any such funds, whether transmitted or received as a payment, prepayment payment or repayment of principal, interest, fees fees, distribution or otherwise); , individually and collectively, an “Erroneous Payment”) and (y) demands in writing the return of such Erroneous Payment (or a portion thereof), such Purchaser Erroneous Payment shall at all times remain the property of the Administrative Agent pending its return or repayment as contemplated below in this Section 10.10 and held in trust for the benefit of the Administrative Agent, and such Lender, Credit Party or Secured Party shall (or, with respect to any Payment Recipient who received such funds on its behalf, shall cause such Payment Recipient to) promptly, but in no event later than one two Business Day thereafterDays thereafter (or such later date as the Administrative Agent may, in its sole discretion, specify in writing), return to the Administrator Administrative Agent the amount of any such Erroneous Payment (or portion thereof) as to which such a demand was made, in same day funds (in the currency so received), together with interest thereon (except to the extent waived in writing by the Administrative Agent) in respect of each day from and including the date such Erroneous Payment (or portion thereof) was received by such Purchaser Payment Recipient to the date such amount is repaid to the Administrator Administrative Agent in same day funds at the greater of the Overnight Bank Funding Federal Funds Effective Rate and a rate determined by the Administrator Administrative Agent in accordance with banking industry rules on interbank compensation from time to time in effect and (ii) such Purchaser shall not assert any right or claim to the Erroneous Payment, and hereby waives any claim, counterclaim, defense or right of set-off or recoupment with respect to any demand, claim or counterclaim by the Administrator for the return of any Erroneous Payments received, including without limitation waiver of any defense based on “discharge for value” or any similar doctrineeffect. A notice of the Administrator Administrative Agent to any Purchaser Payment Recipient under this clause (a) shall be conclusive, absent manifest error. (b) Without limiting immediately preceding clause (a), each Purchaser hereby further Lender, Credit Party, Secured Party or any Person who has received funds on behalf of a Lender, Credit Party or Secured Party, agrees that if it receives an Erroneous Payment a payment or repayment (whether received as a payment or repayment of principal, interest, fees, distribution or otherwise) from the Administrator Administrative Agent (or any of its Affiliates) (ix) that is in an a different amount different than (other than a de minimis difference)than, or on a different date from, that specified in this Agreement or in a notice of payment or repayment sent by the Administrator Administrative Agent (or any of its Affiliates) with respect to such Erroneous Payment payment or repayment, (an “Erroneous Payment Notice”), or (iiy) that was not preceded or accompanied by an Erroneous Payment Noticea notice of payment or repayment sent by the Administrative Agent (or any of its Affiliates), it shall be on notice thator (z) that such Lender, Credit Party or Secured Party, or other such recipient, otherwise becomes aware was transmitted, or received, in error or by mistake (in whole or in part), then in each such case: (i) it acknowledges and agrees that (A) in the case of immediately preceding clauses (x) or (y), an error and mistake shall be presumed to have been made (absent written confirmation from the Administrative Agent to the contrary) or (B) an error and mistake has been made (in the case of immediately preceding clause (z)), in each case, with respect to such Erroneous Payment. Each Purchaser further agrees thatpayment or repayment; and (ii) such Lender, Credit Party or Secured Party shall (and shall cause any other recipient that receives funds on its respective behalf to) promptly (and, in each all events, within one Business Day of its knowledge of the occurrence of any of the circumstances described in immediately preceding clauses (x), (y) and (z)) notify the Administrative Agent of its receipt of such casepayment or repayment, the details thereof (in reasonable detail) and that it is so notifying the Administrative Agent pursuant to this Section 10.10(b). For the avoidance of doubt, the failure to deliver a notice to the Administrative Agent pursuant to this Section 10.10(b) shall not have any effect on a Payment Recipient’s obligations pursuant to Section 10.10(a) or on whether or not an Erroneous Payment has been made. (c) Each Lender, Credit Party or Secured Party hereby authorizes the Administrative Agent to set off, net and apply any and all amounts at any time owing to such Lender, Credit Party or Secured Party under any Transaction Document, or if it otherwise becomes aware payable or distributable by the Administrative Agent to such Lender, Credit Party or Secured Party under any Transaction Document with respect to any payment of principal, interest, fees or other amounts, against any amount that the Administrative Agent has demanded to be returned under immediately preceding clause (a). (i) In the event that an Erroneous Payment (or portion thereof) may have been sent is not recovered by the Administrative Agent for any reason, after demand therefor in erroraccordance with immediately preceding clause (a), such Purchaser shall promptly notify the Administrator of such occurrence and, upon demand from the Administrator, it shall promptly, but in no event later than one (1) Business Day thereafter, return to the Administrator the amount of any Lender that has received such Erroneous Payment (or portion thereof) that (and/or from any Payment Recipient who received such Erroneous Payment (or portion thereof) on its respective behalf) (such unrecovered amount, an “Erroneous Payment Return Deficiency”), upon the Administrative Agent’s notice to such Lender at any time, then effective immediately (with the consideration therefor being acknowledged by the parties hereto), (A) such Lender shall be deemed to have assigned its Loans (but not its Commitments) with respect to which such Erroneous Payment was received by such Purchaser made in an amount equal to the date Erroneous Payment Return Deficiency (or such lesser amount as the Administrative Agent may specify) (such assignment of the Loans (but not Commitments), the “Erroneous Payment Deficiency Assignment”) (on a cashless basis and such amount calculated at par plus any accrued and unpaid interest (with the assignment fee to be waived by the Administrative Agent in such instance)), and is repaid hereby (together with the Borrower) deemed to execute and deliver an Assignment and Acceptance Agreement (or, to the Administrator in same day funds at extent applicable, an agreement incorporating an Assignment and Acceptance Agreement by reference) with respect to such Erroneous Payment Deficiency Assignment, and such Lender shall deliver any notes evidencing such Loans to the greater Borrower or Administrative Agent (but the failure of such Person to deliver any such notes shall not affect the effectiveness of the Overnight Bank Funding Rate foregoing assignment), (B) the Administrative Agent as the assignee Lender shall be deemed to have acquired the Erroneous Payment Deficiency Assignment, (C) upon such deemed acquisition, the Administrative Agent as the assignee Lender shall become a Lender, as applicable, hereunder with respect to such Erroneous Payment Deficiency Assignment and the assigning Lender shall cease to be a rate determined by Lender, as applicable, hereunder with respect to such Erroneous Payment Deficiency Assignment, excluding, for the Administrator avoidance of doubt, its obligations under the indemnification provisions of this Agreement and its applicable Commitments which shall survive as to such assigning Lender, (D) the Administrative Agent and the Borrower shall each be deemed to have waived any consents required under this Agreement to any such Erroneous Payment Deficiency Assignment, and (E) the Administrative Agent will reflect in the Register its ownership interest in the Loans subject to the Erroneous Payment Deficiency Assignment. For the avoidance of doubt, no Erroneous Payment Deficiency Assignment will reduce the Commitments of any Lender and such Commitments shall remain available in accordance with banking industry rules the terms of this Agreement. (ii) Subject to Section 13.03 (but excluding, in all events, any assignment consent or approval requirements (whether from the Borrower or otherwise)), the Administrative Agent may, in its discretion, sell any Loans acquired pursuant to an Erroneous Payment Deficiency Assignment and upon receipt of the proceeds of such sale, the Erroneous Payment Return Deficiency owing by the applicable Lender shall be reduced by the net proceeds of the sale of such Loan (or portion thereof), and the Administrative Agent shall retain all other rights, remedies and claims against such Lender (and/or against any recipient that receives funds on interbank compensation its respective behalf). In addition, an Erroneous Payment Return Deficiency owing by the applicable Lender (x) shall be reduced by the proceeds of repayments of principal and interest, or other distribution in respect of principal and interest, received by the Administrative Agent on or with respect to any such Loans acquired from such Lender pursuant to an Erroneous Payment Deficiency Assignment (to the extent that any such Loans are then owned by the Administrative Agent) and (y) may, in the sole discretion of the Administrative Agent, be reduced by any amount specified by the Administrative Agent in writing to the applicable Lender from time to time in effecttime. (ce) The Seller and each other Purchaser hereby parties hereto agree that (ix) irrespective of whether the Administrative Agent may be equitably subrogated, in the event that an Erroneous Payment (or portion thereof) is not recovered from any Purchaser Payment Recipient that has received such Erroneous Payment (or portion thereof) for any reason, the Administrator Administrative Agent shall be subrogated to all the rights and interests of such Purchaser Payment Recipient (and, in the case of any Payment Recipient who has received funds on behalf of a Lender, Credit Party or Secured Party, to the rights and interests of such Lender, Credit Party or Secured Party, as the case may be) under the Transaction Documents with respect to such amount (the “Erroneous Payment Subrogation Rights”) (provided that the Oncor Parties’ Borrower Obligations under the Transaction Documents in respect of the Erroneous Payment Subrogation Rights shall not be duplicative of such Borrower Obligations in respect of Loans that have been assigned to the Administrative Agent under an Erroneous Payment Deficiency Assignment) and (iiy) an Erroneous Payment shall not pay, prepay, repay, discharge or otherwise satisfy any obligations Borrower Obligations owed by the SellerBorrower or any other obligation owed by any other Oncor Party; provided that this Section 10.10 shall not be interpreted to increase (or accelerate the due date for), any Originator or have the Servicereffect of increasing (or accelerating the due date for), except the Borrower Obligations of the Borrower relative to the amount (and/or timing for payment) of the Borrower Obligations that in each casewould have been payable had such Erroneous Payment not been made by the Administrative Agent; provided, further, that for the avoidance of doubt, immediately preceding clauses (x) and (y) 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 Administrator Administrative Agent from the Seller, any Originator or the Servicer Borrower for the purpose of making such Erroneous Payment. (df) To the extent permitted by Applicable Law, no Payment Recipient shall assert any right or claim to an Erroneous Payment, and hereby waives, and is deemed to waive, any claim, counterclaim, defense or right of set-off or recoupment with respect to any demand, claim or counterclaim by the Administrative Agent for the return of any Erroneous Payment received, including, without limitation, any defense based on “discharge for value” or any similar doctrine. (g) Each party’s obligations obligations, agreements and waivers under this Section 4.8 10.10 shall survive the resignation or replacement of the Administrator or any transfer of rights or obligations by, or the replacement of, a PurchaserAdministrative Agent, the termination of the Commitments or and/or the repayment, satisfaction or discharge of all Seller’s obligations Borrower Obligations (or any portion thereof) under any Transaction Document.

Erroneous Payment. (a) Each Purchaser Lender hereby agrees that (i) if the Administrator Collateral Agent notifies such Purchaser Lender that the Administrator Collateral Agent has determined in its sole discretion that any funds received by such Purchaser Lender from the Administrator Collateral Agent or any of its Affiliates were erroneously transmitted to, or otherwise erroneously or mistakenly received by, such Purchaser Lender (whether or not known to such Purchaser Lender) (whether as a payment, prepayment or repayment of principal, interest, fees or otherwise); individually and collectively, an a “Erroneous Payment”) and demands the return of such Erroneous Payment (or a portion thereof), such Purchaser Lender shall promptly, but in no event later than one Business Day thereafter, return to the Administrator Collateral Agent the amount of any such Erroneous Payment (or portion thereof) as to which such a demand was made, in same day funds (in the currency so received), together with interest thereon in respect of each day from and including the date such Erroneous Payment (or portion thereof) was received by such Purchaser Lender to the date such amount is repaid to the Administrator Collateral Agent in same day funds at the greater of the Overnight Bank Funding Rate federal funds rate and a rate determined by the Administrator Collateral Agent in accordance with banking industry rules on interbank compensation from time to time in effect and (ii) to the extent permitted by applicable law, such Purchaser Lender shall not assert any right or claim to the Erroneous Payment, and hereby waives waives, any claim, counterclaim, defense or right of set-off or recoupment with respect to any demand, claim or counterclaim by the Administrator Collateral Agent for the return of any Erroneous Payments received, including without limitation waiver of any defense based on “discharge for value” or any similar doctrine. A notice of the Administrator Collateral Agent to any Purchaser Lender under this clause (a) shall be conclusive, absent manifest error. (b) Without limiting immediately preceding clause (a), each Purchaser Lender hereby further agrees that if it receives an Erroneous Payment from the Administrator Collateral Agent (or any of its Affiliates) (ix) that is in an a different amount different than (other than a de minimis difference)than, or on a different date from, that specified in a notice of payment sent by the Administrator Collateral Agent (or any of its Affiliates) with respect to such Erroneous Payment (an “Erroneous Payment Notice”), or (iiy) that was not preceded or accompanied by an Erroneous Payment Notice, it shall be on notice thator (z) that such Lender otherwise becomes aware was transmitted, or received, in error or by mistake (in whole or in part), in each such 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 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. Each Purchaser further Lender agrees that, in each such case, or if it otherwise becomes aware an Erroneous Payment shall promptly (and, in all events, within one Business Day of its knowledge (or portion thereofdeemed knowledge) may have been sent in of such error, such Purchaser shall promptly ) notify the Administrator Collateral Agent of such occurrence and, upon demand from the AdministratorCollateral Agent, it shall promptly, but in all events no event later than one (1) Business Day thereafter, return to the Administrator Collateral Agent the amount of any such Erroneous Payment (or portion thereof) that as to which such a demand was made in same day funds (in the currency so received), together with interest thereon in respect of each day from and including the date such Erroneous Payment (or portion thereof) was received by such Purchaser Lender to the date such amount is repaid to the Administrator Collateral Agent in same day funds at the greater of the Overnight Bank Funding Rate federal funds rate and a rate determined by the Administrator Collateral Agent in accordance with banking industry rules on interbank compensation from time to time in effect. (c) The Seller and each other Purchaser Borrower hereby agree agrees that (ix) in the event an Erroneous Payment (or portion thereof) is not recovered from any Purchaser Lender that has received such Erroneous Payment (or portion thereof) for any reason, the Administrator Collateral Agent shall be subrogated to all the rights of such Purchaser Lender with respect to such amount and (iiy) an Erroneous Payment shall not pay, prepay, repay, discharge or otherwise satisfy any obligations Obligations owed by the Seller, any Originator or the Servicer, except that 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 Administrator from the Seller, any Originator or the Servicer for the purpose of making such Erroneous PaymentBorrower. (d) Each party’s obligations under this Section 4.8 11 shall survive the resignation or replacement of the Administrator or any transfer of rights or obligations by, or the replacement of, a PurchaserCollateral Agent, the termination of the Commitments or the repayment, satisfaction or discharge of all Seller’s obligations Obligations (or any portion thereof) under any Transaction Loan Document. Fax To: (000) 000-0000 Date: AXCELLA HEALTH INC.; ACORA NUTRITION LLC From Account # To Account # Principal $ and/or Interest $ Authorized Signature: Phone Number: Print Name/Title:

Erroneous Payment. (a) Each Purchaser hereby agrees If an Agent notifies a Credit Party, or any Person who has received funds on behalf of a Credit Party (any such Credit Party or other recipient, a “Payment Recipient”) that (i) if the Administrator notifies such Purchaser that the Administrator Agent has determined in its sole discretion (whether or not after receipt of any notice under immediately succeeding clause (b)) that any funds received by such Purchaser Payment Recipient from the Administrator such Agent or any of its Affiliates were erroneously transmitted to, or otherwise erroneously or mistakenly received by, such Purchaser Payment Recipient (whether or not known to such Purchaser Credit Party or other Payment Recipient on its behalf) (any such funds, whether received as a payment, prepayment or repayment of principal, interest, fees fees, distribution or otherwise); , individually and collectively, an “Erroneous Payment”) and demands the return of such Erroneous Payment (or a portion thereof), such Purchaser Erroneous Payment shall at all times remain the property of such Agent and shall be segregated by the Payment Recipient and held in trust for the benefit of such Agent, and such Credit Party shall (or, with respect to any Payment Recipient who received such funds on its behalf, shall cause such Payment Recipient to) promptly, but in no event later than one two Business Day Days thereafter, return to the Administrator such Agent the amount of any such Erroneous Payment (or portion thereof) as to which such a demand was made, in same day funds (in the currency so received), together with interest thereon in respect of each day from and including the date such Erroneous Payment (or portion thereof) was received by such Purchaser Payment Recipient to the date such amount is repaid to the Administrator such Agent in same day funds at the greater of the Overnight Bank Funding Federal Funds Rate and a rate determined by the Administrator such Agent in accordance with banking industry rules on interbank compensation from time to time in effect and (ii) such Purchaser shall not assert any right or claim to the Erroneous Payment, and hereby waives any claim, counterclaim, defense or right of set-off or recoupment with respect to any demand, claim or counterclaim by the Administrator for the return of any Erroneous Payments received, including without limitation waiver of any defense based on “discharge for value” or any similar doctrineeffect. A notice of the Administrator such Agent to any Purchaser Payment Recipient under this clause (a) shall be conclusive, absent manifest error. (b) Without limiting immediately preceding clause (a), each Purchaser Credit Party, or any Person who has received funds on behalf of a Credit Party, hereby further agrees that if it receives a payment, prepayment or repayment (whether received as a payment, prepayment or repayment of principal, interest, fees, distribution or otherwise) from an Erroneous Payment from the Administrator Agent (or any of its Affiliates) (ix) that is in an a different amount different than (other than a de minimis difference)than, or on a different date from, that specified in a notice of payment payment, prepayment or repayment sent by the Administrator such Agent (or any of its Affiliates) with respect to such Erroneous Payment payment, prepayment or repayment, (an “Erroneous Payment Notice”), or (iiy) that was not preceded or accompanied by a notice of payment, prepayment or repayment sent by such Agent (or any of its Affiliates), or (z) that such Credit Party, or other such recipient, otherwise becomes aware was transmitted, or received, in error or by mistake (in whole or in part) in each case: (i) (A) in the case of immediately preceding clauses (x) or (y), an Erroneous Payment Notice, it error shall be on notice that, in each presumed to have been made (absent written confirmation from such case, Agent to the contrary) or (B) an error has been made (in the case of immediately preceding clause (z)), in each case, with respect to such Erroneous Payment. Each Purchaser further agrees thatpayment, prepayment or repayment; and (ii) such Credit Party shall (and shall cause any other recipient that receives funds on its respective behalf to) promptly (and, in each such caseall events, or if it otherwise becomes aware an Erroneous Payment (or portion thereof) may have been sent in error, such Purchaser shall promptly notify the Administrator within one Business Day of its knowledge of such occurrence anderror) notify such Agent of its receipt of such payment, upon demand from prepayment or repayment, the Administrator, details thereof (in reasonable detail) and that it shall promptly, but in no event later than one (1) Business Day thereafter, return is so notifying such Agent pursuant to the Administrator the amount of any such Erroneous Payment (or portion thereof) that was received by such Purchaser to the date such amount is repaid to the Administrator in same day funds at the greater of the Overnight Bank Funding Rate and a rate determined by the Administrator in accordance with banking industry rules on interbank compensation from time to time in effectthis Section 10.12(b). (c) The Seller Each Credit Party hereby authorizes each Agent to set off, net and each other Purchaser hereby agree that apply any and all amounts at any time owing to such Credit Party under any Transaction Document, or otherwise payable or distributable by such Agent to such Credit Party from any source, against any amount due to such Agent under immediately preceding clause (ia) in or under the indemnification provisions of this Agreement. (d) In the event that an Erroneous Payment (or portion thereof) is not recovered by an Agent for any reason, after demand therefor by such Agent in accordance with immediately preceding clause (a), from any Purchaser Lender that has received such Erroneous Payment (or portion thereof) for (and/or from any reasonPayment Recipient who received such Erroneous Payment (or portion thereof) on its respective behalf) (such unrecovered amount, an “Erroneous Payment Return Deficiency”), upon such Agent’s notice to such Lender at any time, (i) such Lender shall be deemed to have assigned its Loans (but not its Lender Loan Limit) with respect to which such Erroneous Payment was made in an amount equal to the Erroneous Payment Return Deficiency (or such lesser amount as such Agent may specify) (such assignment of the Loans (but not Lender Loan Limit), the Administrator “Erroneous Payment Deficiency Assignment”) at par plus any accrued and unpaid interest (with the assignment fee to be waived by such Agent in such instance), and is hereby (together with the Borrower) deemed to execute and deliver an Assignment and Acceptance Agreement with respect to such Erroneous Payment Deficiency Assignment, (ii) such Agent as the assignee Lender shall be deemed to acquire the Erroneous Payment Deficiency Assignment, (iii) upon such deemed acquisition, such Agent as the assignee Lender shall become a Lender hereunder with respect to such Erroneous Payment Deficiency Assignment and the assigning Lender shall cease to be a Lender hereunder with respect to such Erroneous Payment Deficiency Assignment, excluding, for the avoidance of doubt, its obligations under the indemnification provisions of this Agreement and its applicable Lender Loan Limit which shall survive as to such assigning Lender and (iv) such Agent may reflect in the Register its ownership interest in the Loans subject to the Erroneous Payment Deficiency Assignment. Such Agent may, in its discretion, sell any Loans acquired pursuant to an Erroneous Payment Deficiency Assignment and upon receipt of the proceeds of such sale, the Erroneous Payment Return Deficiency owing by the applicable Lender shall be reduced by the net proceeds of the sale of such Loan (or portion thereof), and such Agent shall retain all other rights, remedies and claims against such Lender (and/or against any recipient that receives funds on its respective behalf). For the avoidance of doubt, no Erroneous Payment Deficiency Assignment will reduce the Lender Loan Limit of any Lender. In addition, each party hereto agrees that, except to the extent that such Agent has sold a Loan (or portion thereof) acquired pursuant to an Erroneous Payment Deficiency Assignment, and irrespective of whether such Agent may be equitably subrogated, such Agent shall be contractually subrogated to all the rights and interests of such Purchaser the applicable Credit Party under the Loan Documents with respect to such amount and each Erroneous Payment Return Deficiency (iithe “Erroneous Payment Subrogation Rights”). (e) The parties hereto agree that an Erroneous Payment shall not pay, prepay, repay, discharge or otherwise satisfy any obligations Obligations owed by the SellerBorrower or any other ADT Entity, any Originator or the Servicerexcept, except that 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 Administrator an Agent from the Seller, Borrower or any Originator or the Servicer other ADT Entity for the purpose of making such Erroneous Payment. (df) To the extent permitted by applicable law, no Payment Recipient shall assert any right or claim to an Erroneous Payment, and hereby waives, and is deemed to waive, any claim, counterclaim, defense or right of set-off or recoupment with respect to any demand, claim or counterclaim by an Agent for the return of any Erroneous Payment received, including without limitation waiver of any defense based on “discharge for value” or any similar doctrine. (g) Each party’s obligations obligations, agreements and waivers under this Section 4.8 10.12 shall survive the resignation or replacement of the Administrator or any Agent, any transfer of rights or obligations by, or the replacement of, a PurchaserLender, the termination of the Commitments or Facility Limit and/or the repayment, satisfaction or discharge of all Seller’s obligations Borrower Obligations (or any portion thereof) under any Transaction Loan Document.