Without limitation of any other provision in this Agreement, if at any time the [[Administrative Agent:Organization]] makes a payment hereunder in error to any [[Lender:Organization]], whether or not in respect of an Obligation due and owing by the [[Borrower:Organization]] at such time, where such payment is a Rescindable Amount, then in any such event, each [[Lender:Organization]] receiving a Rescindable Amount severally agrees to repay to the [[Administrative Agent:Organization]] forthwith on demand the Rescindable Amount received by such [[Lender:Organization]] in immediately available funds in the currency so received, with interest thereon, for each day from and including the date such Rescindable Amount is received by it to but excluding the date of payment to the [[Administrative Agent:Organization]], at the greater of the Federal Funds Rate and a rate determined by the [[Administrative Agent:Organization]] in accordance with banking industry rules on interbank compensation. Each [[Lender:Organization]] irrevocably waives any and all defenses, including any “discharge for value” (under which a creditor might otherwise claim a right to retain funds mistakenly paid by a third party in respect of a debt owed by another) or similar defense to its obligation to return any Rescindable Amount. The [[Administrative Agent:Organization]] shall inform each [[Lender:Organization]] promptly upon determining that any payment made to such [[Lender:Organization]] comprised, in whole or in part, a Rescindable Amount.

Prepayment Application. Each prepayment of the Loans by the Borrower pursuant to this Section 3 shall be applied first, to accrued but unpaid interest and fees on the principal amount being prepaid, and second, the balance to the principal amount of the Loans.

Payment Application. Each payment hereunder shall be applied first towards unpaid fees (if any) and then towards principal. Each payment to the Holder under this Note shall be paid at such place as the Holder may from time to time direct.

ARTICLE # MISCELLANEOUS

Section # Miscellaneous. 120121

No Lender is an Employee Benefit Plan. 105

under the Loan Documents with respect to each Erroneous Payment Return Deficiency (the “Erroneous Payment Subrogation Rights”).

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 the Agent from the Borrower for the purpose of making such Erroneous Payment.

SECTION # Erroneous Payments.

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 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 behalf) (such unrecovered amount, an “Erroneous Payment Return Deficiency”), upon the Agent’s notice to such Lender at any time, # 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 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 the Agent in such instance), and is hereby (together with the Borrower) deemed to execute and deliver an Assignment and Assumption Agreement (or, to the extent applicable, an agreement incorporating an Assignment and Assumption Agreement by reference pursuant to an electronic platform approved by the Agent as to which the 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 Agent, # the Agent as the assignee Lender shall be deemed to acquire the Erroneous Payment Deficiency Assignment, # upon such deemed acquisition, the 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 # the Agent may reflect in the Register its ownership interest in the Loans subject to the Erroneous Payment Deficiency Assignment. The 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 Agent shall retain all other rights, remedies and claims against such Lender (and/or against any recipient that receives funds on its 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 Agent has sold a Loan (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 the applicable Lender under the Loan Documents with respect to each Erroneous Payment Return Deficiency (the “Erroneous Payment Subrogation Rights”).