Common use of Recovery of Erroneous Payments Clause in Contracts

Recovery of Erroneous Payments. Notwithstanding anything to the contrary in this Agreement, if at any time the Administrative Agent determines (in its sole and absolute discretion) that it has made a payment hereunder in error to any Lender, L/C Issuer or other Secured Party, whether or not in respect of a Secured Obligation due and owing by any Loan Party at such time, where such payment is a Rescindable Amount, then in any such event, each such Person receiving a Rescindable Amount severally agrees to repay to the Administrative Agent forthwith on demand the Rescindable Amount received by such Person 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, at the greater of the Federal Funds Rate and a rate determined by the Administrative Agent in accordance with banking industry rules on interbank compensation. Each Lender, each L/C Issuer and each other Secured Party 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), “good consideration”, “change of position” or similar defenses (whether at law or in equity) to its obligation to return any Rescindable Amount. The Administrative Agent shall inform each Lender, L/C Issuer or other Secured Party that received a Rescindable Amount promptly upon determining that any payment made to such Person comprised, in whole or in part, a Rescindable Amount. Each Person’s obligations, agreements and waivers under this Section shall survive the resignation or replacement of the Administrative Agent, any transfer of rights or obligations by, or the replacement of, a Lender or L/C Issuer, the termination of the Revolving Credit Commitments and/or the repayment, satisfaction or discharge of all Secured Obligations (or any portion thereof) under any Loan Document.

Recovery of Erroneous Payments. Notwithstanding anything to the contrary in this Agreement, if at any time the Administrative Agent determines (in its sole and absolute discretion) that it has made a payment hereunder in error to any Lender, the Swingline Lender or any L/C Issuer or other Secured PartyIssuer, whether or not in respect of a Secured an Obligation due and owing by any Loan Party Borrower at such time, where such payment is a Rescindable Amount, then in any such event, each such Person receiving a Rescindable Amount severally agrees to repay to the Administrative Agent forthwith on demand the Rescindable Amount received by such Person 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, at the greater of the Federal Funds Rate and a rate determined by the Administrative Agent in accordance with banking industry rules on interbank compensation. Each Lender, each L/C Issuer and each other Secured Party the Swingline Lender 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), “good consideration”, “change of position” or similar defenses (whether at law or in equity) to its obligation to return any Rescindable Amount. The Administrative Agent shall inform each Lender, L/C Issuer or other Secured Party the Swingline Lender that received a Rescindable Amount promptly upon determining that any payment made to such Person comprised, in whole or in part, a Rescindable Amount. Each Person’s obligations, agreements and waivers under this Section 10.14 shall survive the resignation or replacement of the Administrative Agent, any transfer of rights or obligations by, or the replacement of, a Lender or Lender, an L/C IssuerIssuer or the Swingline Lender, the termination of the Revolving Credit Commitments and/or the repayment, satisfaction or discharge of all Secured Obligations (or any portion thereof) under any Loan Credit Document. SECTION 11.

Recovery of Erroneous Payments. Notwithstanding anything to the contrary in this Agreement, if at any time the Administrative Agent determines (in its sole and absolute discretion) that it has made a payment hereunder in error to any Lender, L/C Issuer or other Secured Party, whether or not in respect of a Secured an Obligation due and owing by any Loan Party Borrower at such time, where such payment is a Rescindable Amount, then in any such event, each such Person receiving a Rescindable Amount severally agrees to repay to the Administrative Agent forthwith on demand the Rescindable Amount received by such Person 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, at the greater of the Federal Funds Rate and a rate determined by the Administrative Agent in accordance with banking industry rules on interbank compensation. Each Lender, each L/C Issuer and each other Secured Party 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), “good consideration”, “change of position” or similar defenses (whether at law or in equity) to its obligation to return any Rescindable Amount. The Administrative Agent shall inform each Lender, L/C Issuer or other Secured Party that received a Rescindable Amount promptly upon determining that any payment made to such Person comprised, in whole or in part, a Rescindable Amount. Each Person’s obligations, agreements and waivers under this Section 9.16 shall survive the resignation or replacement of the Administrative Agent, any transfer of rights or obligations by, or the replacement of, a Lender or L/C Issuer, the termination of the Revolving Credit Commitments and/or the repayment, satisfaction or discharge of all Secured Obligations (or any portion thereof) under any Loan Document.

Recovery of Erroneous Payments. Notwithstanding anything to the contrary in this Agreement, if at any time (a) If the Administrative Agent determines notifies a Lender, Issuing Bank or any Person who has received funds on behalf of a Lender or Issuing Bank (any such Lender, Issuing Bank or other such recipient, a “Payment Recipient”) that the Administrative Agent has determined in its sole and absolute discretion) that it has made a payment hereunder in error to any Lender, L/C Issuer or other Secured Party, discretion (whether or not in respect after receipt of a Secured Obligation due and owing any notice under immediately succeeding clause (b)) that any funds received by such Payment Recipient from the Administrative Agent or any Loan Party at of its Affiliates were erroneously transmitted to, or otherwise erroneously or mistakenly received by, such timePayment Recipient (whether or not known to such Lender, where such payment is a Rescindable Amount, then in Issuing Bank or other Payment Recipient on its behalf) (any such eventfunds, each whether received as a payment, prepayment or repayment of principal, interest, fees, distribution or otherwise, individually and collectively, an “Erroneous Payment”) and demands the return of such Person receiving Erroneous Payment (or a Rescindable Amount severally agrees 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 repay an Erroneous Payment unless such demand is made on or prior to ten (10) Business Days of the date of receipt of such Erroneous Payment by the applicable Payment Recipient), such Erroneous Payment shall at all times remain the property of the Administrative Agent and shall be segregated by the Payment Recipient and held in trust for the benefit of the Administrative Agent, and such Lender or 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 two Business Days thereafter, return to the Administrative Agent forthwith on the amount of any such Erroneous Payment (or portion thereof) as to which such a demand the Rescindable Amount received by such Person was made, in immediately available same day funds (in the currency so received), together with interest thereon, for thereon in respect of each day from and including the date such Rescindable Amount is Erroneous Payment (or portion thereof) was received by it such Payment Recipient to but excluding the date of payment such amount is repaid to the Administrative Agent, Agent in same day funds at the greater of the Federal Funds Effective Rate and a rate determined by the Administrative Agent in accordance with banking industry rules on interbank compensationcompensation from time to time in effect. Each Lender, each L/C Issuer and each other Secured Party 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), “good consideration”, “change of position” or similar defenses (whether at law or in equity) to its obligation to return any Rescindable Amount. The Administrative Agent shall inform each Lender, L/C Issuer or other Secured Party that received a Rescindable Amount promptly upon determining that any payment made to such Person comprised, in whole or in part, a Rescindable Amount. Each Person’s obligations, agreements and waivers under this Section shall survive the resignation or replacement A notice of the Administrative AgentAgent to any Payment Recipient under this clause (a) shall be conclusive, any transfer of rights or obligations by, or the replacement of, a Lender or L/C Issuer, the termination of the Revolving Credit Commitments and/or the repayment, satisfaction or discharge of all Secured Obligations (or any portion thereof) under any Loan Documentabsent manifest error.

Recovery of Erroneous Payments. Notwithstanding anything to the contrary in this Agreement, if at any time (a) If the Administrative Agent determines (x) notifies a Lender, Letter of Credit Issuer or Secured Party, or any Person (other than Holdings or any of its Subsidiaries) who has received funds on behalf of a Lender, Letter of Credit Issuer or Secured Party (any such Lender, Letter of Credit Issuer, Secured Party or other recipient, a “Payment Recipient”) that the Administrative Agent has determined in its sole and absolute discretion) that it has made a payment hereunder in error to any Lender, L/C Issuer or other Secured Party, discretion (whether or not after receipt of any notice under immediately succeeding clause (b)) that any funds (as set forth in respect such notice from the Administrative Agent) received by such Payment Recipient from the Administrative Agent or any of a its Affiliates were erroneously or mistakenly transmitted to, or otherwise erroneously or mistakenly received by, such Payment Recipient (whether or not known to such Lender, Letter of Credit Issuer, Secured Obligation due and owing by any Loan Party at such time, where such payment is a Rescindable Amount, then in or other Payment Recipient on its behalf) (any such eventfunds, each whether transmitted or received as a payment, prepayment or repayment of principal, interest, fees, distribution or otherwise, individually and collectively, an “Erroneous Payment”) and (y) demands in writing the return of such Person receiving Erroneous Payment (or a Rescindable Amount severally agrees 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 repay an Erroneous Payment unless such demand is made within five Business Days of the date of receipt of such Erroneous Payment by the applicable Payment Recipient), such Erroneous Payment shall at all times remain the property of the Administrative Agent pending its return or repayment as contemplated below in this Section 12.19 and held in trust for the benefit of the Administrative Agent, and such Lender, Letter of Credit Issuer or Secured Party shall (or, with respect to any Payment Recipient who received such funds on its behalf, shall cause such Payment Recipient to) promptly, but in no event later than two Business Days thereafter (or such later date as the Administrative Agent may, in its sole discretion, specify in writing), return to the Administrative Agent forthwith on the amount of any such Erroneous Payment (or portion thereof) as to which such a demand the Rescindable Amount received by such Person was made, in immediately available same day funds (in the currency so received), together with interest thereon, for thereon (except to the extent waived in writing by the Administrative Agent) in respect of each day from and including the date such Rescindable Amount is Erroneous Payment (or portion thereof) was received by it such Payment Recipient to but excluding the date of payment such amount is repaid to the Administrative Agent, at the greater of the Federal Funds Rate and a rate determined by the Administrative Agent in accordance with banking industry rules on interbank compensationsame day funds at the Overnight Rate. Each Lender, each L/C Issuer and each other Secured Party 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), “good consideration”, “change of position” or similar defenses (whether at law or in equity) to its obligation to return any Rescindable Amount. The Administrative Agent shall inform each Lender, L/C Issuer or other Secured Party that received a Rescindable Amount promptly upon determining that any payment made to such Person comprised, in whole or in part, a Rescindable Amount. Each Person’s obligations, agreements and waivers under this Section shall survive the resignation or replacement A notice of the Administrative AgentAgent to any Payment Recipient under this clause (a) shall be conclusive, any transfer of rights or obligations by, or the replacement of, a Lender or L/C Issuer, the termination of the Revolving Credit Commitments and/or the repayment, satisfaction or discharge of all Secured Obligations (or any portion thereof) under any Loan Documentabsent manifest error.

Recovery of Erroneous Payments. Notwithstanding anything to the contrary in this Agreement, if at any time the Administrative Agent determines (in its sole and absolute discretion) that it has made a payment hereunder in error to any Lender, Lender or L/C Issuer or other Secured PartyIssuer, whether or not in respect of a Secured an Obligation due and owing by any Loan Party Borrowers at such time, where such payment is a Rescindable Amount, then in any such event, each such Person receiving a Rescindable Amount severally agrees to repay to the Administrative Agent forthwith on demand the Rescindable Amount received by such Person 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, at the greater of the Federal Funds Rate and a rate determined by the Administrative Agent in accordance with banking industry rules on interbank compensation. Each Lender, Lender and each L/C Issuer and each other Secured Party 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), “good consideration”, “change of position” or similar defenses (whether at law or in equity) to its obligation to return any Rescindable Amount. The Administrative Agent shall inform each Lender, Lender and L/C Issuer or other Secured Party that received a Rescindable Amount promptly upon determining that any payment made to such Person comprised, in whole or in part, a Rescindable Amount. Each Person’s obligations, agreements and waivers under this Section 9.16 shall survive the resignation or replacement of the Administrative Agent, any transfer of rights or obligations by, or the replacement of, a Lender or L/C Issuer, the termination of the Revolving Credit Commitments and/or the repayment, satisfaction or discharge of all Secured Obligations (or any portion thereof) under any Loan Document.

Recovery of Erroneous Payments. Notwithstanding anything to the contrary in this Agreement, if at any time the Administrative Agent determines (in its sole and absolute discretion) that it has made a payment hereunder in error to any Lender, L/C Issuer or other Secured Party, whether or not in respect of a Secured Obligation Obligations due and owing by any Loan Party a Borrower at such time, where such payment is a Rescindable Amount, then in any such event, each such Person receiving a Rescindable Amount severally agrees to repay to the Administrative Agent forthwith on demand the Rescindable Amount received by such Person 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, at the greater of the Federal Funds Rate and a rate determined by the Administrative Agent in accordance with banking industry rules on interbank compensationOvernight Rate. Each Lender, each L/C Issuer and each other Secured Party 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), “good consideration”, “change of position” or similar defenses (whether at law or in equity) to its obligation to return any Rescindable Amount. The Administrative Agent shall inform each Lender, L/C Issuer or other Secured Party that received a Rescindable Amount promptly upon determining that any payment made to such Person comprised, in whole or in part, a Rescindable Amount. Each Person’s obligations, agreements and waivers under this Section 10.12 shall survive the resignation or replacement of the Administrative Agent, any transfer of rights or obligations by, or the replacement of, a Lender or L/C Issuer, the termination of the Revolving Credit Commitments and/or the repayment, satisfaction or discharge of all Secured Obligations (or any portion thereof) under any Loan Document.

Recovery of Erroneous Payments. Notwithstanding anything to the contrary in this Agreement, if at any time the Administrative Agent determines (in its sole and absolute discretion) that it has made a payment hereunder in error to any Lender, Lenders or L/C Issuer Issuers (or other Secured Partytheir applicable Affiliates), whether or not in respect of a Secured Obligation due and owing by any Loan Party at such time, where such payment is a Rescindable Amount, then in any such event, each such Person receiving a Rescindable Amount severally agrees to repay to the Administrative Agent forthwith on demand the Rescindable Amount received by such Person 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, at the greater of the Federal Funds Rate and a rate determined by the Administrative Agent in accordance with banking industry rules on interbank compensation. Each Lender, Lender and each L/C Issuer and each other Secured Party (or their applicable Affiliates), 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), “good consideration”, “change of position” or similar defenses (whether at law or in equity) to its obligation to return any Rescindable Amount. The Administrative Agent shall inform each Lender, Lender or L/C Issuer (or other Secured Party their applicable Affiliates) that received a Rescindable Amount promptly upon determining that any payment made to such Person comprised, in whole or in part, a Rescindable Amount. Each Person’s obligations, agreements and waivers under this Section shall survive the resignation or replacement of the Administrative Agent, any transfer of rights or obligations by, or the replacement of, a Lender or L/C Issuer, the termination of the Revolving Credit Commitments and/or the repayment, satisfaction or discharge of all Secured Obligations (or any portion thereof) under any Loan Document.

Recovery of Erroneous Payments. Notwithstanding anything to the contrary in this Agreement, if at any time the Administrative Agent determines (in its sole and absolute discretion) that it has made a payment hereunder in error to any Lender, L/C Issuer the Issuing Bank, the Swingline Lender or any other Secured Party, whether or not in respect of a Secured an Obligation due and owing by any Loan Party Borrower at such time, where such payment is a Rescindable Amount, then in any such event, each such Person receiving a Rescindable Amount severally agrees to repay to the Administrative Agent forthwith on demand the Rescindable Amount received by such Person 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, at the greater of the Federal Funds Rate and a rate determined by the Administrative Agent in accordance with banking industry rules on interbank compensation. Each Lender, each L/C Issuer the Issuing Bank, the Swingline Lender and each other Secured Party 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), “good consideration”, “change of position” or similar defenses (whether at law or in equity) to its obligation to return any Rescindable Amount. The Administrative Agent shall inform each Lender, L/C Issuer or the Issuing Bank, the Swingline Lender and each other Secured Party that received a Rescindable Amount promptly upon determining that any payment made to such Person comprised, in whole or in part, a Rescindable Amount. Each Person’s obligations, agreements and waivers under this Section 8.12 shall survive the resignation or replacement of the Administrative Agent, any transfer of rights or obligations by, or the replacement of, a Lender Lender, the Issuing Bank or L/C Issuerthe Swingline Lender, the termination of the Revolving Credit Commitments and/or the repayment, satisfaction or discharge of all Secured Obligations (or any portion thereof) under any Loan Document.

Recovery of Erroneous Payments. Notwithstanding anything to the contrary in this Agreement, if at any time the Administrative Agent determines (in its sole and absolute discretion) that it has made a payment hereunder in error to any Lender, L/C Issuer or other Secured Partysecured party, whether or not in respect of a Secured an Obligation due and owing by any Loan Party the Borrower at such time, where such payment is a Rescindable Amount, then in any such event, each such Person receiving a Rescindable Amount severally agrees to repay to the Administrative Agent forthwith on demand the Rescindable Amount received by such Person 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, at the greater of the Federal Funds Rate and a rate determined by the Administrative Agent in accordance with banking industry rules on interbank compensation. Each Lender, each L/C Issuer Lender and each other Secured Party secured party 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), “good consideration”, “change of position” or similar defenses (whether at law or in equity) to its obligation to return any Rescindable Amount. The Administrative Agent shall inform each Lender, L/C Issuer or other Secured Party secured party, that received a Rescindable Amount promptly upon determining that any payment made to such Person comprised, in whole or in part, a Rescindable Amount. Each Person’s obligations, agreements and waivers under this Section 9.12 shall survive the resignation or replacement of the Administrative Agent, any transfer of rights or obligations by, or the replacement of, a Lender or L/C IssuerLender, the termination of the Revolving Credit Commitments and/or the repayment, satisfaction or discharge of all Secured Obligations (or any portion thereof) under any Loan Document.

Recovery of Erroneous Payments. Notwithstanding anything to the contrary in this Agreement, if at any time (a) If the Administrative Agent determines notifies a Lender, or any Person who has received funds on behalf of a Lender (any such Lender or other recipient, a “Payment Recipient”) that the Administrative Agent has determined in its sole and absolute discretion) that it has made a payment hereunder in error to any Lender, L/C Issuer or other Secured Party, discretion (whether or not after receipt of any notice under immediately succeeding clause (b)) that any funds (as set forth in respect such notice from the Administrative Agent) received by such Payment Recipient from the Administrative Agent or any of a Secured Obligation due and owing by any Loan Party at its Affiliates were erroneously transmitted to, or otherwise erroneously or mistakenly or mistakenly received by, such time, where Payment Recipient (whether or not known to such payment is a Rescindable Amount, then in Lender or other Payment Recipient on its behalf) (any such eventfunds, each whether received as a payment, prepayment or repayment of principal, interest, fees, distribution or otherwise, individually and collectively, an “Erroneous Payment”) and demands in writing the return of such Person receiving Erroneous Payment (or a Rescindable Amount severally agrees 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 8.12 and held in trust for the benefit of the Agent, and such Lender shall (or, with respect to repay any Payment Recipient who received such funds on its behalf, shall cause such Payment Recipient to) promptly, but in no event later than two Business Days thereafter (or such later date as the Administrative Agent may, in its sole discretion, specify in writing), return to the Administrative Agent forthwith on the amount of any such Erroneous Payment (or portion thereof) as to which such a demand the Rescindable Amount received by such Person was made, in immediately available same day funds (in the currency so received), together with interest thereon, for thereon (except to the extent waived in writing by the Administrative Agent) in respect of each day from and including the date such Rescindable Amount is Erroneous Payment (or portion thereof) was received by it such Payment Recipient to but excluding the date of payment such amount is repaid to the Administrative Agent, Agent in same day funds at the greater of the Federal Funds Rate and a rate determined by the Administrative Agent in accordance with banking industry rules on interbank compensationcompensation from time to time in effect. Each Lender, each L/C Issuer and each other Secured Party 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), “good consideration”, “change of position” or similar defenses (whether at law or in equity) to its obligation to return any Rescindable Amount. The Administrative Agent shall inform each Lender, L/C Issuer or other Secured Party that received a Rescindable Amount promptly upon determining that any payment made to such Person comprised, in whole or in part, a Rescindable Amount. Each Person’s obligations, agreements and waivers under this Section shall survive the resignation or replacement A notice of the Administrative AgentAgent to any Payment Recipient under this clause (a) shall be conclusive, any transfer of rights or obligations by, or the replacement of, a Lender or L/C Issuer, the termination of the Revolving Credit Commitments and/or the repayment, satisfaction or discharge of all Secured Obligations (or any portion thereof) under any Loan Documentabsent manifest error.

Recovery of Erroneous Payments. Notwithstanding anything to the contrary in this Agreement, if at any time the Administrative Agent determines (in its sole and absolute discretion) that it has made a payment hereunder in error to any Lender, Lender or L/C Issuer or other Secured PartyIssuer, whether or not in respect of a Secured an Obligation due and owing by any Loan Party the Borrower at such time, where such payment is a Rescindable Amount, then in any such event, each such Person receiving a Rescindable Amount severally agrees to repay to the Administrative Agent forthwith on demand the Rescindable Amount received by such Person 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, at the greater of the Federal Funds Rate and a rate determined by the Administrative Agent in accordance with banking industry rules on interbank compensation. Each Lender, Lender or each L/C Issuer and each other Secured Party 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), “good consideration”, “change of position” or similar defenses (whether at law or in equity) to its obligation to return any Rescindable Amount. The Administrative Agent shall inform each Lender, Lender or L/C Issuer or other Secured Party that received a Rescindable Amount promptly upon determining that any payment made to such Person comprised, in whole or in part, a Rescindable Amount. Each Person’s obligations, agreements and waivers under this Section 11.12 shall survive the resignation or replacement of the Administrative Agent, any transfer of rights or obligations by, or the replacement of, a Lender or L/C Issuer, the termination of the Revolving Credit Commitments and/or the repayment, satisfaction or discharge of all Secured Obligations (or any portion thereof) under any Loan Document.:

Recovery of Erroneous Payments. Notwithstanding anything to the contrary in this Agreement, if at any time (a) If the Administrative Agent determines (in its sole and absolute discretionx) that it has made notifies a payment hereunder in error to any Lender, L/C Issuer or other Secured Party, or any Person who has received funds on behalf of a Lender, L/C Issuer or Secured Party (any such Lender, L/C Issuer, Secured Party or other recipient (and each of their respective successors and assigns), a “Payment Recipient”) that the Administrative Agent has determined in its sole discretion (whether or not after receipt of any notice under immediately succeeding clause (b)) that any funds (as set forth in respect such notice from the Administrative Agent) received by such Payment Recipient from the Administrative Agent or any of a its Affiliates were erroneously or mistakenly transmitted to, or otherwise erroneously or mistakenly received by, such Payment Recipient (whether or not known to such Lender, L/C Issuer, Secured Obligation due and owing by any Loan Party at such time, where such payment is a Rescindable Amount, then in or other Payment Recipient on its behalf) (any such eventfunds, each whether transmitted or received as a payment, prepayment or repayment of principal, interest, fees, distribution or otherwise, individually and collectively, an “Erroneous Payment”) and (y) demands in writing the return of such Person receiving Erroneous Payment (or a Rescindable Amount severally agrees 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 9.09(b) 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 repay any Payment Recipient who received such funds on its behalf, shall cause such Payment Recipient to) promptly, but in no event later than two Business Days thereafter (or such later date as the Administrative Agent may, in its sole discretion, specify in writing), return to the Administrative Agent forthwith on the amount of any such Erroneous Payment (or portion thereof) as to which such a demand the Rescindable Amount received by such Person was made, in immediately available same day funds (in the currency so received), together with interest thereon, for thereon (except to the extent waived in writing by the Administrative Agent) in respect of each day from and including the date such Rescindable Amount is Erroneous Payment (or portion thereof) was received by it such Payment Recipient to but excluding the date of payment such amount is repaid to the Administrative Agent, Agent in same day funds at the greater of the Federal Funds Effective Rate and a rate determined by the Administrative Agent in accordance with banking industry rules on interbank compensationcompensation from time to time in effect. Each Lender, each L/C Issuer and each other Secured Party 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), “good consideration”, “change of position” or similar defenses (whether at law or in equity) to its obligation to return any Rescindable Amount. The Administrative Agent shall inform each Lender, L/C Issuer or other Secured Party that received a Rescindable Amount promptly upon determining that any payment made to such Person comprised, in whole or in part, a Rescindable Amount. Each Person’s obligations, agreements and waivers under this Section shall survive the resignation or replacement A notice of the Administrative AgentAgent to any Payment Recipient under this clause (a) shall be conclusive, any transfer of rights or obligations by, or the replacement of, a Lender or L/C Issuer, the termination of the Revolving Credit Commitments and/or the repayment, satisfaction or discharge of all Secured Obligations (or any portion thereof) under any Loan Documentabsent manifest error.

Recovery of Erroneous Payments. Notwithstanding anything to the contrary in this Agreement, if at any time (a) If the Administrative Agent determines (x) notifies a Lender, Letter of Credit Issuer or Secured Party, or any Person (other than the Borrower or any of its Subsidiaries) who has received funds on behalf of a Lender, Letter of Credit Issuer or Secured Party (any such Lender, Letter of Credit Issuer, Secured Party or other recipient, a “Payment Recipient”) that the Administrative Agent has determined in its sole and absolute discretion) that it has made a payment hereunder in error to any Lender, L/C Issuer or other Secured Party, discretion (whether or not after receipt of any notice under immediately succeeding clause (b)) that any funds (as set forth in respect such notice from the Administrative Agent) received by such Payment Recipient from the Administrative Agent or any of a its Affiliates were erroneously or mistakenly transmitted to, or otherwise erroneously or mistakenly received by, such Payment Recipient (whether or not known to such Lender, Letter of Credit Issuer, Secured Obligation due and owing by any Loan Party at such time, where such payment is a Rescindable Amount, then in or other Payment Recipient on its behalf) (any such eventfunds, each whether transmitted or received as a payment, prepayment or repayment of principal, interest, fees, distribution or otherwise, individually and collectively, an “Erroneous Payment”) and (y) demands in writing the return of such Person receiving Erroneous Payment (or a Rescindable Amount severally agrees 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 repay an Erroneous Payment unless such demand is made within five Business Days of the date of receipt of such Erroneous Payment by the applicable Payment Recipient), such Erroneous Payment shall at all times remain the property of the Administrative Agent pending its return or repayment as contemplated below in this Section 12.19 and held in trust for the benefit of the Administrative Agent, and such Lender, Letter of Credit Issuer or Secured Party shall (or, with respect to any Payment Recipient who received such funds on its behalf, shall cause such Payment Recipient to) promptly, but in no event later than two Business Days thereafter (or such later date as the Administrative Agent may, in its sole discretion, specify in writing), return to the Administrative Agent forthwith on the amount of any such Erroneous Payment (or portion thereof) as to which such a demand the Rescindable Amount received by such Person was made, in immediately available same day funds (in the currency so received), together with interest thereon, for thereon (except to the extent waived in writing by the Administrative Agent) in respect of each day from and including the date such Rescindable Amount is Erroneous Payment (or portion thereof) was received by it such Payment Recipient to but excluding the date of payment such amount is repaid to the Administrative Agent, at the greater of the Federal Funds Rate and a rate determined by the Administrative Agent in accordance with banking industry rules on interbank compensationsame day funds at the Overnight Rate. Each Lender, each L/C Issuer and each other Secured Party 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), “good consideration”, “change of position” or similar defenses (whether at law or in equity) to its obligation to return any Rescindable Amount. The Administrative Agent shall inform each Lender, L/C Issuer or other Secured Party that received a Rescindable Amount promptly upon determining that any payment made to such Person comprised, in whole or in part, a Rescindable Amount. Each Person’s obligations, agreements and waivers under this Section shall survive the resignation or replacement A notice of the Administrative AgentAgent to any Payment Recipient under this clause (a) shall be conclusive, any transfer of rights or obligations by, or the replacement of, a Lender or L/C Issuer, the termination of the Revolving Credit Commitments and/or the repayment, satisfaction or discharge of all Secured Obligations (or any portion thereof) under any Loan Documentabsent manifest error.

Recovery of Erroneous Payments. Notwithstanding anything to the contrary Without limitation of any other provision in this Participation Agreement, if at any time the Administrative Agent determines (in its sole and absolute discretion) that it has made makes a payment hereunder in error to any Lender, L/C Issuer or other Secured PartyParticipant, whether or not in respect of a Secured an Obligation due and owing by any Loan Party the Lessee at such time, where such payment is a Rescindable Amount, then in any such event, each such Person Participant receiving a Rescindable Amount severally agrees to repay to the Administrative Agent forthwith on demand the Rescindable Amount received by such Person Participant 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, at the greater of the Federal Funds Effective Rate and a an overnight rate reasonably determined by the Administrative Agent in accordance with banking industry rules on interbank compensation. Each Lender, each L/C Issuer and each other Secured Party Participant 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), “good consideration”, “change of position” ) or similar defenses (whether at law or in equity) defense to its obligation to return any Rescindable Amount. The Administrative Agent shall inform each Lender, L/C Issuer or other Secured Party that received a Rescindable Amount Participant promptly upon determining that any payment made to such Person Participant comprised, in whole or in part, a Rescindable Amount. Each Person’s obligations, agreements and waivers A notice of the Administrative Agent to any Participant with respect to any amount owing under this Section 16.11 shall survive be conclusive, absent manifest error. As used herein, “Rescindable Amount” means any payment that the resignation or replacement Administrative Agent makes for the account of any of the Participants hereunder or under any of the other Operative Documents as to which the Administrative Agent, Agent determines (which determination shall be conclusive absent manifest error) that any transfer of rights the following applies: (1) the Lessee has not in fact made such payment; (2) the Administrative Agent has made a payment in excess of the amount so paid by the Lessee (whether or obligations by, not then owed); or (3) the replacement of, a Lender or L/C IssuerAdministrative Agent has for any reason otherwise erroneously made such payment. In Witness Whereof, the termination parties hereto have caused this Third Amended and Restated Participation Agreement to be duly executed by their respective officers or other authorized signatories thereunto duly authorized as of the Revolving Credit Commitments and/or the repaymentday and year first above written. Old Saw Mill Holdings LLC, satisfaction or discharge as Lessee By: /s/ Lxxxxxx X. Xxxxxx Name: Lxxxxxx X. Xxxxxx Title: Treasurer BA Leasing BSC, LLC, as Lessor By: /s/ Exxx X. Xxxxx Name: Exxx X. Xxxxx Title: Vice President Bank of all Secured Obligations (or any portion thereof) under any Loan Document.America, N.A., not in its individual capacity, except as expressly stated herein, but solely as Administrative Agent By: /s/ Axxxx Xxxxxx Name: Axxxx Xxxxxx Title: Vice President BA Leasing BSC, LLC, as a Rent Assignee By: /s/ Exxx X. Xxxxx Name: Exxx X. Xxxxx Title: Vice President MUFG Bank, Ltd., as a Rent Assignee By: /s/ Exxxxx Xxx Name: Exxxxx Xxx Title: Director JPMorgan Chase Bank, N.A., as a Rent Assignee By: /s/ Exxxxxx Xxxxx Xxxxx Name: Exxxxxx Xxxxx Xxxxx Title: Vice President

Recovery of Erroneous Payments. Notwithstanding anything to the contrary in this Agreement, if at any time the Administrative Agent determines (in its sole and absolute discretion) that it has made a payment hereunder in error to any Lender, L/C Issuer or other Secured Party, whether or not in respect of a Secured an Obligation due and owing by any Loan Party Borrower at such time, where such payment is a Rescindable Amount, then in any such event, each such Person receiving a Rescindable Amount severally agrees to repay to the Administrative Agent forthwith on demand the Rescindable Amount received by such Person in immediately available funds in the currency so received, with interest thereon, for each day from and including the date such Rescindable Amount 105 744209099 20664705 is received by it to but excluding the date of payment to the Administrative Agent, at the greater of the Federal Funds Rate and a rate determined by the Administrative Agent in accordance with banking industry rules on interbank compensation. Each Lender, each L/C Issuer and each other Secured Party 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), “good consideration”, “change of position” or similar defenses (whether at law or in equity) to its obligation to return any Rescindable Amount. The Administrative Agent shall inform each Lender, L/C Issuer or other Secured Party that received a Rescindable Amount promptly upon determining that any payment made to such Person comprised, in whole or in part, a Rescindable Amount. Each Person’s obligations, agreements and waivers under this Section 9.16 shall survive the resignation or replacement of the Administrative Agent, any transfer of rights or obligations by, or the replacement of, a Lender or L/C Issuer, the termination of the Revolving Credit Commitments and/or the repayment, satisfaction or discharge of all Secured Obligations (or any portion thereof) under any Loan Document.

Recovery of Erroneous Payments. Notwithstanding anything to the contrary in this Agreement, if at any time the Administrative Agent determines (in its sole and absolute discretion) that it has made a payment hereunder in error to any Lender, L/C Issuer Swingline Lender, Issuing Lender or other Secured Party, whether or not in respect of a Secured an Obligation due and owing by Borrower or any Loan Party Credit Parties at such time, where such payment is a Rescindable Amount, then in any such event, each such Person receiving a Rescindable Amount severally agrees to repay to the Administrative Agent forthwith on demand the Rescindable Amount received by such Person 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, at the greater of the Federal Funds Rate and a rate determined by the Administrative Agent in accordance with banking industry rules on interbank compensation. Each Lender, each L/C Issuer Swingline Lender, each Issuing Lender and each other Secured Party 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), “good consideration”, “change of position” or similar defenses (whether at law or in equity) to its obligation to return any Rescindable Amount. The Administrative Agent shall inform each Lender, L/C Issuer Swingline Lender, Issuing Lender or other Secured Party that received a Rescindable Amount promptly upon determining that any payment made to such Person comprised, in whole or in part, a Rescindable Amount. Each Person’s obligations, agreements and waivers under this Section 10.17 shall survive the resignation or replacement of the Administrative Agent, any transfer of rights or obligations by, or the replacement of, a Lender, Swingline Lender or L/C IssuerIssuing Lender, the termination of the Revolving Credit Commitments and/or the repayment, satisfaction or discharge of all Secured Obligations (or any portion thereof) under any Loan Credit Document.

Recovery of Erroneous Payments. Notwithstanding anything to the contrary in this Agreement, if at any time the Administrative Agent determines (in its sole and absolute discretion) that it has made a payment hereunder in error to any Lender, L/C Issuer the Letter of Credit Issuer, the Swing Line Lender or any other Secured Party, whether or not in respect of a Secured an Obligation due and owing by any Loan Party Borrower at such time, where such payment is a Rescindable Amount, then in any such event, each such Person receiving a Rescindable Amount severally agrees to repay to the Administrative Agent forthwith on demand the Rescindable Amount received by such Person 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, at the greater of the Federal Funds Rate and a rate determined by the Administrative Agent in accordance with banking industry rules on interbank compensation. Each Lender, each L/C Issuer the Letter of Credit Issuer, the Swing Line Lender and each other Secured Party 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), “good consideration”, “change of position” or similar defenses (whether at law or in equity) to its obligation to return any Rescindable Amount. The Administrative Agent shall inform each Lender, L/C the Letter of Credit Issuer or the Swing Line Lender and each other Secured Party that received a Rescindable Amount promptly upon determining that any payment made to such Person comprised, in whole or in part, a Rescindable Amount. Each Person’s obligations, agreements and waivers under this Section 10.15 shall survive the resignation or replacement of the Administrative Agent, any transfer of rights or obligations by, or the replacement of, a Lender Lender, the Letter of Credit Issuer or L/C Issuerthe Swing Line Lender, the termination of the Revolving Credit Commitments and/or the repayment, satisfaction or discharge of all Secured Obligations (or any portion thereof) under any Loan Document. ARTICLE XI MISCELLANEOUS 11.

Recovery of Erroneous Payments. Notwithstanding anything to the contrary Without limitation of any other provision in this Agreement, if at any time the Administrative Agent determines (in its sole and absolute discretion) that it has made makes a payment hereunder in error to any Lender, Lender or any L/C Issuer or other Secured (the “Lender Recipient Party”), whether or not in respect of a Secured an Obligation due and owing by any Loan Party the Borrower at such time, where which the Administrative Agent determines (which determination shall be conclusive absent manifest error) that any of the following applies (such payment is a referred to as the “Rescindable Amount”): (1) the Borrower has not in fact made such payment; (2) the Administrative Agent has made a payment in excess of the amount so paid by the Borrower (whether or not then owed); or (3) the Administrative Agent has for any reason otherwise erroneously made such payment, then in any such event, each such Person Lender Recipient Party receiving a Rescindable Amount severally agrees to repay to the Administrative Agent forthwith on demand the Rescindable Amount received by such Person Lender Recipient Party 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, at the greater of the Federal Funds Rate and a rate determined by per annum equal to the Administrative Agent applicable Overnight Rate from time to time in accordance with banking industry rules on interbank compensationeffect. Each Lender, each L/C Issuer and each other Secured Lender Recipient Party 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), “good consideration”, “change of position” ) or similar defenses (whether at law or in equity) defense to its obligation to return any Rescindable Amount. The Administrative Agent shall inform each Lender, L/C Issuer or other Secured Lender Recipient Party that received a Rescindable Amount promptly upon determining that any payment made to such Person Lender Recipient Party comprised, in whole or in part, a Rescindable Amount. Each Person’s obligationsFor the avoidance of doubt, agreements and waivers under no Loan Party nor any of their respective Affiliates shall have any obligations or liabilities directly or indirectly arising out of this Section shall survive the resignation or replacement 9.16 in respect of the Administrative Agent, any transfer of rights or obligations by, or the replacement of, a Lender or L/C Issuer, the termination of the Revolving Credit Commitments and/or the repayment, satisfaction or discharge of all Secured Obligations (or any portion thereof) under any Loan DocumentRescindable Amount.

Recovery of Erroneous Payments. Notwithstanding anything to (aa) Each Lender and each Issuing Lender hereby agrees that (i) if the contrary in this Agreement, if at any time Agent notifies such Lender or Issuing Lender that the Administrative Agent determines (has determined in its sole and absolute discretion) discretion that it has made a payment hereunder in error to any Lenderfunds received by such Lender or Issuing Lender from the Agent or any of its Affiliates were erroneously transmitted to, L/C Issuer or other Secured Partyotherwise erroneously or mistakenly received by, such Lender or Issuing Lender (whether or not known to such Lender or Issuing Lender) (whether as a payment, prepayment or repayment of principal, interest, fees or otherwise; individually and collectively, a “Erroneous Payment”) and demands the return of such Erroneous Payment (or a portion thereof), such Lender or Issuing Lender shall promptly, but in respect no event later than two Business Days thereafter, return to the Agent the amount of a Secured Obligation due and owing by any Loan Party at such time, where such payment is a Rescindable Amount, then in any such eventErroneous Payment (or portion thereof) as to which such a demand was made, each such Person receiving a Rescindable Amount severally agrees to repay to the Administrative Agent forthwith on demand the Rescindable Amount received by such Person in immediately available same day funds (in the currency so received), together with interest thereon, for thereon in respect of each day from and including the date such Rescindable Amount is Erroneous Payment (or portion thereof) was received by it such Lender or Issuing Lender to but excluding the date of payment such amount is repaid to the Administrative Agent, Agent in same day funds at the greater of the Federal Funds Rate and a rate determined by the Administrative Agent in accordance with banking industry rules on interbank compensation. Each Lendercompensation from time to time in effect and (ii) to the extent permitted by applicable law, each L/C Issuer such Lender or Issuing Lender shall not assert any right or claim to the Erroneous Payment, and each other Secured Party irrevocably waives hereby waives, any and all defensesclaim, 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 Payments received, including without limitation waiver of any defense based on “discharge for value” (under which a creditor might otherwise claim a right or any similar doctrine. A notice of the Agent to retain funds mistakenly paid by a third party in respect of a debt owed by another), “good consideration”, “change of position” any Lender or similar defenses (whether at law or in equity) to its obligation to return any Rescindable Amount. The Administrative Agent shall inform each Lender, L/C Issuer or other Secured Party that received a Rescindable Amount promptly upon determining that any payment made to such Person comprised, in whole or in part, a Rescindable Amount. Each Person’s obligations, agreements and waivers Issuing Lender under this Section clause (a) shall survive the resignation or replacement of the Administrative Agentbe conclusive, any transfer of rights or obligations by, or the replacement of, a Lender or L/C Issuer, the termination of the Revolving Credit Commitments and/or the repayment, satisfaction or discharge of all Secured Obligations (or any portion thereof) under any Loan Documentabsent manifest error.

Recovery of Erroneous Payments. Notwithstanding anything to the contrary in Without limitation of any other provision of this Agreement, if if, at any time time, the Administrative Agent determines (in its sole and absolute discretion) that it has made and/or the Foreign Trade Facility Agent makes a payment hereunder in error to any Lender, L/C Issuer any Issuing Lender or other Secured Partyany FCI Issuing Lender, whether or not in respect of a Secured an Obligation then due and owing by any Borrower or any other Loan Party at such time, where such payment (or any portion thereof) is a Rescindable Amount, then then, in any such event, each such Person Lender, each Issuing Lender and each FCI Issuing Lender receiving a Rescindable Amount (or portion thereof) severally agrees to repay to the Administrative Agent and/or the Foreign Trade Facility Agent, as applicable, forthwith on demand the Rescindable Amount (or portion thereof) received by such Person Lender, such Issuing Lender or such FCI Issuing Lender, as the case may be, in immediately available funds Same Day Funds in the currency so received, with interest thereon, for each day from from, and including including, the date on which such Rescindable Amount (or portion thereof) is received by or made available to it to to, but excluding excluding, the date of payment thereof to the Administrative Agent and/or the Foreign Trade Facility Agent, as applicable, at the greater of the Federal Funds Rate and a rate determined by the Administrative Agent and/or the Foreign Trade Facility Agent, as applicable, in accordance with banking industry rules on interbank compensation. Each Lender, each L/C Issuer Issuing Lender and each other Secured Party FCI Issuing Lender 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), “good consideration”, “change of position” ) or similar defenses (whether at law or in equity) defense to its obligation to return any Rescindable AmountAmount (or portion thereof) received by it. The Administrative Agent and/or the Foreign Trade Facility Agent shall inform each Lender, L/C Issuer or other Secured Party that received a Rescindable Amount each Issuing Lender and each FCI Issuing Lender promptly upon determining that any payment made to such Person Lender, such Issuing Lender or such FCI Issuing Lender, as applicable, comprised, in whole or in part, a Rescindable Amount. Each Person’s obligations, agreements and waivers under this Section shall survive the resignation or replacement of the Administrative Agent, any transfer of rights or obligations by, or the replacement of, a Lender or L/C Issuer, the termination of the Revolving Credit Commitments and/or the repayment, satisfaction or discharge of all Secured Obligations (or any portion thereof) under any Loan Document.

Recovery of Erroneous Payments. Notwithstanding anything to the contrary in this Agreement, if at any time (a) If the Administrative Agent determines notifies a Lender, issuer of the Letters of Credit or any Person who has received funds on behalf of a Lender or issuer of the Letters of Credit (any such Lender, issuer of the Letters of Credit or other recipient, a “Payment Recipient”) that the Administrative Agent has determined in its sole and absolute discretion) that it has made a payment hereunder in error to any Lender, L/C Issuer or other Secured Party, discretion (whether or not in respect after receipt of a Secured Obligation due and owing any notice under immediately succeeding clause (b)) that any funds received by such Payment Recipient from the Administrative Agent or any Loan Party at of its Affiliates were erroneously transmitted to, or otherwise erroneously or mistakenly received by, such timePayment Recipient (whether or not known to such Lender, where such payment is a Rescindable Amount, then in issuer of the Letters of Credit or other Payment Recipient on its behalf) (any such eventfunds, each whether received as a payment, prepayment or repayment of principal, interest, fees, distribution or otherwise, individually and collectively, an “Erroneous Payment”) and demands the return of such Person receiving Erroneous Payment (or a Rescindable Amount severally agrees portion thereof), such Erroneous Payment shall at all times remain the property of the Administrative Agent and shall be segregated by the Payment Recipient and held in trust for the benefit of the Administrative Agent, and such Lender or issuer of the Letters of Credit shall (or, with respect to repay any Payment Recipient who received such funds on its behalf, shall cause such Payment Recipient to) promptly, but in no event later than two Business Days thereafter, return to the Administrative Agent forthwith on the amount of any such Erroneous Payment (or portion thereof) as to which such a demand the Rescindable Amount received by such Person was made, in immediately available same day funds (in the currency so received), together with interest thereon, for thereon in respect of each day from and including the date such Rescindable Amount is Erroneous Payment (or portion thereof) was received by it such Payment Recipient to but excluding the date of payment such amount is repaid to the Administrative Agent, Agent in same day funds at the greater of the Federal Funds Effective Rate and a rate determined by the Administrative Agent in accordance with banking industry rules on interbank compensationcompensation from time to time in effect. Each Lender, each L/C Issuer and each other Secured Party 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), “good consideration”, “change of position” or similar defenses (whether at law or in equity) to its obligation to return any Rescindable Amount. The Administrative Agent shall inform each Lender, L/C Issuer or other Secured Party that received a Rescindable Amount promptly upon determining that any payment made to such Person comprised, in whole or in part, a Rescindable Amount. Each Person’s obligations, agreements and waivers under this Section shall survive the resignation or replacement A notice of the Administrative AgentAgent to any Payment Recipient under this clause (a) shall be conclusive, any transfer of rights or obligations by, or the replacement of, a Lender or L/C Issuer, the termination of the Revolving Credit Commitments and/or the repayment, satisfaction or discharge of all Secured Obligations (or any portion thereof) under any Loan Documentabsent manifest error.

Recovery of Erroneous Payments. Notwithstanding anything to the contrary in this Agreement, if at any time (a) If the Administrative Agent determines notifies a Purchaser or any Person who has received funds on behalf of a Purchaser (any such Person, a “Payment Recipient”) that the Administrative Agent has determined in its sole and absolute discretion) that it has made a payment hereunder in error to any Lender, L/C Issuer or other Secured Party, discretion (whether or not in respect after receipt of a Secured Obligation due and owing any notice under immediately succeeding clause (b)) that any funds received by such Payment Recipient from the Administrative Agent or any Loan Party at of its Affiliates were erroneously transmitted to, or otherwise erroneously or mistakenly received by, such time, where Payment Recipient (whether or not known to such payment is a Rescindable Amount, then in Purchaser or other Payment Recipient on its behalf) (any such eventfunds, each whether received as a payment, prepayment or repayment of principal, interest, fees, distribution or otherwise, individually and collectively, an “Erroneous Payment”) and demands the return of such Person receiving Erroneous Payment (or a Rescindable Amount severally agrees portion thereof) in writing (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 repay an Erroneous Payment unless such demand is made within 30 days of the date of receipt of such Erroneous Payment by the applicable Payment Recipient), such 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 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 two (2) Business Days thereafter, return to the Administrative Agent forthwith on the amount of any such Erroneous Payment (or portion thereof) as to which such a demand the Rescindable Amount received by such Person was made, in immediately available same-day funds (in the currency so received), together with interest thereon, for thereon in respect of each day from and including the date such Rescindable Amount is Erroneous Payment (or portion thereof) was received by it such Payment Recipient to but excluding the date of payment such amount is repaid to the Administrative Agent, Agent in same day funds at the greater of the Federal Funds Rate and a rate determined by the Administrative Agent in accordance with banking industry rules on interbank compensationcompensation from time to time in effect. Each Lender, each L/C Issuer and each other Secured Party 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), “good consideration”, “change of position” or similar defenses (whether at law or in equity) to its obligation to return any Rescindable Amount. The Administrative Agent shall inform each Lender, L/C Issuer or other Secured Party that received a Rescindable Amount promptly upon determining that any payment made to such Person comprised, in whole or in part, a Rescindable Amount. Each Person’s obligations, agreements and waivers under this Section shall survive the resignation or replacement A notice of the Administrative AgentAgent to any Payment Recipient under this clause (a) shall be conclusive, any transfer of rights or obligations by, or the replacement of, a Lender or L/C Issuer, the termination of the Revolving Credit Commitments and/or the repayment, satisfaction or discharge of all Secured Obligations (or any portion thereof) under any Loan Documentabsent manifest error.

Recovery of Erroneous Payments. Notwithstanding anything to the contrary Without limitation of any other provision in this Agreement, if at any time the Administrative Agent determines (in its sole and absolute discretion) that it has made makes a payment hereunder in error to any Lender, L/C Issuer or other Secured PartyParticipant, whether or not in respect of a Secured an Obligation due and owing by any Loan Party the Lessee at such time, where such payment is a Rescindable Amount, then in any such event, each such Person Participant receiving a Rescindable Amount severally agrees to repay to the Administrative Agent forthwith on demand the Rescindable Amount received by such Person Participant 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, at the greater of the Federal Funds Rate and a rate determined by the Administrative Agent in accordance with banking industry rules on interbank compensation. Each Lender, each L/C Issuer and each other Secured Party Participant 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), “good consideration”, “change of position” ) or similar defenses (whether at law or in equity) defense to its obligation to return any Rescindable Amount. The Administrative Agent shall inform each Lender, L/C Issuer or other Secured Party that received a Rescindable Amount Participant promptly upon determining that any payment made to such Person Participant comprised, in whole or in part, a Rescindable Amount. Each Person’s obligations, agreements and waivers A notice of the Administrative Agent to any Participant with respect to any amount owing under this Section 16.10 shall survive be conclusive, absent manifest error. As used herein, “Rescindable Amount” means any payment that the resignation or replacement Administrative Agent makes for the account of the Participants hereunder as to which the Administrative Agent, Agent determines (which determination shall be conclusive absent manifest error) that any transfer of rights or obligations by, or the replacement of, a Lender or L/C Issuer, the termination of the Revolving Credit Commitments and/or following applies: (1) the repayment, satisfaction or discharge of all Secured Obligations (or any portion thereof) under any Loan Document.Lessee has not in fact made such payment;

Recovery of Erroneous Payments. Notwithstanding anything to the contrary in this Agreement, if at any time (a) If the Administrative Agent determines 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, but in any event excluding the Borrower and its Affiliates, a “Payment Recipient”) that the Administrative Agent has determined in its sole and absolute discretion) that it has made a payment hereunder in error to any Lender, L/C Issuer or other Secured Party, discretion (whether or not in respect after receipt of a any notice under immediately succeeding clause (b)) that any funds received by such Payment Recipient from the Administrative Agent or any of its Affiliates were erroneously transmitted to, or otherwise erroneously or mistakenly received by, such Payment Recipient (whether or not known to such Lender, Secured Obligation due and owing by any Loan Party at such time, where such payment is a Rescindable Amount, then in or other Payment Recipient on its behalf) (any such eventfunds, each whether received as a payment, prepayment or repayment of principal, interest, fees, distribution or otherwise, individually and collectively, an “Erroneous Payment”) and demands the return of such Person receiving Erroneous Payment (or a Rescindable Amount severally agrees portion thereof), such Erroneous Payment shall at all times remain the property of the Administrative Agent, and such Lender or Secured Party shall (or, with respect to repay 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 Administrative Agent forthwith on the amount of any such Erroneous Payment (or portion thereof) as to which such a demand the Rescindable Amount received by such Person was made, in immediately available same day funds (in the currency so received), together with interest thereon, for thereon in respect of each day from and including the date such Rescindable Amount is Erroneous Payment (or portion thereof) was received by it such Payment Recipient to but excluding the date of payment such amount is repaid to the Administrative Agent, Agent in same day funds at the greater of the Federal Funds Rate and a rate determined by the Administrative Agent in accordance with banking industry rules on interbank compensationcompensation from time to time in effect. Each Lender, each L/C Issuer and each other Secured Party 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), “good consideration”, “change of position” or similar defenses (whether at law or in equity) to its obligation to return any Rescindable Amount. The Administrative Agent shall inform each Lender, L/C Issuer or other Secured Party that received a Rescindable Amount promptly upon determining that any payment made to such Person comprised, in whole or in part, a Rescindable Amount. Each Person’s obligations, agreements and waivers under this Section shall survive the resignation or replacement A notice of the Administrative AgentAgent to any Payment Recipient under this clause (a) shall be conclusive, any transfer of rights or obligations by, or the replacement of, a Lender or L/C Issuer, the termination of the Revolving Credit Commitments and/or the repayment, satisfaction or discharge of all Secured Obligations (or any portion thereof) under any Loan Documentabsent manifest error.

Recovery of Erroneous Payments. Notwithstanding anything to the contrary in this Agreement, if at any time the Administrative Agent determines (in its sole and absolute discretion) that it has made a payment hereunder in error to any Lender, Lender or any L/C Issuer or other Secured PartyIssuer, whether or not in respect of a Secured an Obligation due and owing by any Loan Party the Borrower at such time, where such payment is a Rescindable Amount, then in any such event, each such Person receiving a Rescindable Amount severally agrees to repay to the Administrative Agent forthwith on demand the Rescindable Amount received by such Person 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, at the greater of the Federal Funds Rate and a rate determined by the Administrative Agent in accordance with banking industry rules on interbank compensation. Each Lender, Lender and each L/C Issuer and each other Secured Party 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), “good consideration”, “change of position” or similar defenses (whether at law or in equity) to its obligation to return any Rescindable Amount. The Administrative Agent shall inform each Lender, Lender and each L/C Issuer or other Secured Party that received a Rescindable Amount promptly upon determining that any payment made to such Person comprised, in whole or in part, a Rescindable Amount. Each Person’s obligations, agreements and waivers under this Section 11.14 shall survive the resignation or replacement of the Administrative Agent, any transfer of rights or obligations by, or the replacement of, a Lender or L/C Issuer, the termination of the Revolving Credit Commitments and/or the repayment, satisfaction or discharge of all Secured Obligations (or any portion thereof) under any Loan Document.

Recovery of Erroneous Payments. Notwithstanding anything to the contrary in this Agreement, if at any time a. If the Administrative Agent determines notifies a Purchaser or any Person who has received funds on behalf of a Purchaser (any such Person, a “Payment Recipient”) that the Administrative Agent has determined in its sole and absolute discretion) that it has made a payment hereunder in error to any Lender, L/C Issuer or other Secured Party, discretion (whether or not in respect after receipt of a Secured Obligation due and owing any notice under immediately succeeding clause (b)) that any funds received by such Payment Recipient from the Administrative Agent or any Loan Party at of its Affiliates were erroneously transmitted to, or otherwise erroneously or mistakenly received by, such time, where Payment Recipient (whether or not known to such payment is a Rescindable Amount, then in Purchaser or other Payment Recipient on its behalf) (any such eventfunds, each whether received as a payment, prepayment or repayment of principal, interest, fees, distribution or otherwise, individually and collectively, an “Erroneous Payment”) and demands the return of such Person receiving Erroneous Payment (or a Rescindable Amount severally agrees portion thereof) in writing (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 repay an Erroneous Payment unless such demand is made within 30 days of the date of receipt of such Erroneous Payment by the applicable Payment Recipient), such 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 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 two (2) Business Days thereafter, return to the Administrative Agent forthwith on the amount of any such Erroneous Payment (or portion thereof) as to which such a demand the Rescindable Amount received by such Person was made, in immediately available same-day funds (in the currency so received), together with interest thereon, for thereon in respect of each day from and including the date such Rescindable Amount is Erroneous Payment (or portion thereof) was received by it such Payment Recipient to but excluding the date of payment such amount is repaid to the Administrative Agent, Agent in same day funds at the greater of the Federal Funds Rate and a rate determined by the Administrative Agent in accordance with banking industry rules on interbank compensationcompensation from time to time in effect. Each Lender, each L/C Issuer and each other Secured Party 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), “good consideration”, “change of position” or similar defenses (whether at law or in equity) to its obligation to return any Rescindable Amount. The Administrative Agent shall inform each Lender, L/C Issuer or other Secured Party that received a Rescindable Amount promptly upon determining that any payment made to such Person comprised, in whole or in part, a Rescindable Amount. Each Person’s obligations, agreements and waivers under this Section shall survive the resignation or replacement A notice of the Administrative AgentAgent to any Payment Recipient under this clause (a) shall be conclusive, any transfer of rights or obligations by, or the replacement of, a Lender or L/C Issuer, the termination of the Revolving Credit Commitments and/or the repayment, satisfaction or discharge of all Secured Obligations (or any portion thereof) under any Loan Documentabsent manifest error.

Recovery of Erroneous Payments. Notwithstanding anything to the contrary in this Agreement, if at any time the Administrative Agent determines (in its sole and absolute discretion) that it has made a payment hereunder in error to any Lender, L/C Issuer or other Secured Party, whether or not in respect of a Secured an Obligation due and owing by any Loan Party Borrower at such time, where such payment is a Rescindable Amount, then in any such event, each such Person receiving a Rescindable Amount severally agrees to repay to the Administrative Agent forthwith on demand the Rescindable Amount received by such Person 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, at the greater of the Federal Funds Rate and a rate determined by the Administrative Agent in accordance with banking industry rules on interbank compensation. Each Lender, each L/C Issuer and each other Secured Party 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), “good consideration”, “change of position” or similar defenses (whether at law or in equity) to its obligation to return any Rescindable Amount. The Administrative Agent shall inform each Lender, L/C Issuer or other Secured Party that received a Rescindable Amount promptly upon determining that any payment made to such Person comprised, in whole or in part, a Rescindable Amount. Each Person’s obligations, agreements and waivers under this Section 9.13 shall survive the resignation or replacement of the Administrative Agent, any transfer of rights or obligations by, or the replacement of, a Lender or L/C Issuer, the termination of the Revolving Credit Commitments and/or the repayment, satisfaction or discharge of all Secured Obligations (or any portion thereof) under any Loan Document. SECTION 10.

Recovery of Erroneous Payments. Notwithstanding anything to the contrary in this Agreement, if at any time (a) If the Administrative Agent determines notifies a Lender, Issuing Lender, Swingline Lender or Secured Party, or any Person who has received funds on behalf of a Lender, Issuing Lender, Swingline Lender or Secured Party (any such Lender, Issuing Lender, Swingline Lender, Secured Party or other recipient, a “Payment Recipient”) that the Administrative Agent has determined in its sole and absolute discretion) that it has made a payment hereunder in error to any Lender, L/C Issuer or other Secured Party, discretion (whether or not in respect after receipt of a any notice under immediately succeeding clause (b)) that any funds received by such Payment Recipient from the Administrative Agent or any of its Affiliates were erroneously transmitted to, or otherwise erroneously or mistakenly received by, such Payment Recipient (whether or not known to such Lender, Issuing Lender, Swingline Lender, Secured Obligation due and owing by any Loan Party at such time, where such payment is a Rescindable Amount, then in or other Payment Recipient on its behalf) (any such eventfunds, each whether received as a payment, prepayment or repayment of principal, interest, fees, distribution or otherwise, individually and collectively, an “Erroneous Payment”) and demands the return of such Person receiving Erroneous Payment (or a Rescindable Amount severally agrees portion thereof), such Erroneous Payment shall at all times remain the property of the Administrative Agent and shall be segregated by the Payment Recipient and held in trust for the benefit of the Administrative Agent, and such Lender, Issuing Lender, Swingline Lender or Secured Party shall (or, with respect to repay any Payment Recipient who received such funds on its behalf, shall cause such Payment Recipient to) use commercially reasonable efforts to promptly return to the Administrative Agent forthwith on the amount of any such Erroneous Payment (or portion thereof) as to which such a demand the Rescindable Amount received by such Person was made, in immediately available same day funds (in the currency so received, with interest thereon, for each day from and including ) solely to the extent the Administrative Agent provides such notice to such Payment Recipient within thirty (30) days of the date such Rescindable Amount is Payment Recipient received by it to but excluding the date such funds. A notice of payment to the Administrative Agent, at the greater of the Federal Funds Rate and a rate determined by the Administrative Agent in accordance with banking industry rules on interbank compensationto any Payment Recipient under this clause (a) shall be conclusive, absent manifest error. Each Lender, each L/C Issuer and each other Secured Party 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 anotherb) Without limiting immediately preceding clause (a), “good consideration”, “change of position” or similar defenses (whether at law or in equity) to its obligation to return any Rescindable Amount. The Administrative Agent shall inform each Lender, L/C Issuer Issuing Lender, Swingline Lender or other Secured Party that received a Rescindable Amount promptly upon determining that any payment made to such Person comprised, in whole or in part, a Rescindable Amount. Each Person’s obligations, agreements and waivers under this Section shall survive the resignation or replacement of the Administrative Agent, any transfer of rights or obligations byParty, or the replacement ofany Person who has received funds on behalf of a Lender, a Issuing Lender, Swingline Lender or L/C IssuerSecured Party, the termination hereby further agrees that if it receives a payment, prepayment or repayment (whether received as a payment, prepayment or repayment of the Revolving Credit Commitments and/or the repaymentprincipal, satisfaction or discharge of all Secured Obligations (or any portion thereof) under any Loan Document.interest, fees,

Recovery of Erroneous Payments. Notwithstanding anything to the contrary in this Agreement, if at any time the Administrative Agent determines (in its sole and absolute discretion) that it has made a payment hereunder in error to any Lender, L/C Issuer Swing Line Lender or other Secured PartyIssuer, whether or not in respect of a Secured an Obligation due and owing by any Loan Party Borrowers at such time, where such payment is a Rescindable Amount, then in any such event, each such Person receiving a Rescindable Amount severally agrees to repay to the Administrative Agent forthwith on demand the Rescindable Amount received by such Person 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, at the greater of the Federal Funds Rate and a rate determined by the Administrative Agent in accordance with banking industry rules on interbank compensation. Each Lender, each L/C Issuer Swing Line Lender, and each other Secured Party Issuer 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), “good consideration”, “change of position” or similar defenses (whether at law or in equity) to its obligation to return any Rescindable Amount. The Administrative Agent shall inform each Lender, L/C Swing Line Lender, or each Issuer or other Secured Party that received a Rescindable Amount promptly upon determining that any payment made to such Person comprised, in whole or in part, a Rescindable Amount. Each Person’s obligations, agreements and waivers under this Section shall survive the resignation or replacement of the Administrative Agent, any transfer of rights or obligations by, or the replacement of, a Lender, Swing Line Lender or L/C Issuer, the termination of the Revolving Credit Commitments and/or the repayment, satisfaction or discharge of all Secured Obligations (or any portion thereof) under any Loan Document. The provisions under this Section 10.15 (a) are intended to reflect an agreement among the Lenders (and their Affiliates) and the Agent and (b) shall not constitute or create any obligations on the part of any Loan Party.

Recovery of Erroneous Payments. Notwithstanding anything to the contrary Without limitation of any other provision in this Agreement, if at any time the Administrative Agent determines (in its sole and absolute discretion) that it has made makes a payment hereunder in error to any Lender, L/C Issuer or other Secured Party, whether or not in respect of a Secured an Obligation due and owing by any Loan Party the Borrower at such time, where such payment is a Rescindable Amount, then in any such event, each such Person Lender receiving a Rescindable Amount severally agrees to repay to the Administrative Agent forthwith on demand the Rescindable Amount received by such Person Lender 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, at the greater of the Federal Funds Rate and a rate determined by the Administrative Agent in accordance with banking industry rules on interbank compensation. Each Lender, each L/C Issuer and each other Secured Party Lender 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), “good consideration”, “change of position” ) or similar defenses (whether at law or in equity) defense to its obligation to return any Rescindable Amount. The Administrative Agent shall inform each Lender, L/C Issuer or other Secured Party that received a Rescindable Amount Lender promptly upon determining that any payment made to such Person Lender comprised, in whole or in part, a Rescindable Amount. Each Person’s obligations, agreements and waivers under this Section shall survive For the resignation or replacement purpose of the foregoing, “Rescindable Amount” shall mean any payment that the Administrative Agent, Agent makes for the account of any transfer of rights or obligations by, or Lenders hereunder as to which the replacement of, a Lender or L/C Issuer, the termination Administrative Agent determines (which determination shall be conclusive absent manifest error) that any of the Revolving Credit Commitments and/or following applies: (1) the repayment, satisfaction Borrower has not in fact made such payment; (2) the Administrative Agent has made a payment in excess of the amount so paid by the Borrower (whether or discharge of all Secured Obligations not then owed); or (or 3) the Administrative Agent has for any portion thereof) under any Loan Documentreason otherwise erroneously made such payment.

Recovery of Erroneous Payments. Notwithstanding anything to the contrary in this Agreement, if at any time (a) If the Administrative Agent determines notifies a Lender or Issuing Bank, or any Person who has received funds on behalf of a Lender or Issuing Bank (any such Lender, Issuing Bank or other recipient, a “Payment Recipient”) that the Administrative Agent has determined in its sole and absolute discretion) that it has made a payment hereunder in error to any Lender, L/C Issuer or other Secured Party, discretion (whether or not in respect after receipt of a Secured Obligation due and owing any notice under immediately succeeding clause (b)) that any funds received by such Payment 84 Recipient from the Administrative Agent or any Loan Party at of its Affiliates were erroneously transmitted to, or otherwise erroneously or mistakenly received by, such timePayment Recipient (whether or not known to such Lender, where such payment is a Rescindable Amount, then in Issuing Bank or other Payment Recipient on its behalf) (any such eventfunds, each whether received as a payment, prepayment or repayment of principal, interest, fees, distribution or otherwise, individually and collectively, an “Erroneous Payment”) and demands the return of such Person receiving Erroneous Payment (or a Rescindable Amount severally agrees portion thereof), such Erroneous Payment shall at all times remain the property of the Administrative Agent and shall be segregated by the Payment Recipient and held in trust for the benefit of the Administrative Agent, and such Lender or Issuing Bank shall (or, with respect to repay any Payment Recipient who received such funds on its behalf, shall cause such Payment Recipient to) promptly, but in no event later than two Business Days thereafter, return to the Administrative Agent forthwith on the amount of any such Erroneous Payment (or portion thereof) as to which such a demand the Rescindable Amount received by such Person was made, in immediately available same day funds (in the currency so received), together with interest thereon, for thereon in respect of each day from and including the date such Rescindable Amount is Erroneous Payment (or portion thereof) was received by it such Payment Recipient to but excluding the date of payment such amount is repaid to the Administrative Agent, Agent in same day funds at the greater of (x) the Federal Funds Rate in the case of Advances denominated in US Dollars or (ii) the cost of funds incurred by the Administrative Agent in respect of such amount in the case of Advances denominated in Foreign Currencies and (y) a rate determined by the Administrative Agent in accordance with banking industry rules on interbank compensationcompensation from time to time in effect. Each Lender, each L/C Issuer and each other Secured Party 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), “good consideration”, “change of position” or similar defenses (whether at law or in equity) to its obligation to return any Rescindable Amount. The Administrative Agent shall inform each Lender, L/C Issuer or other Secured Party that received a Rescindable Amount promptly upon determining that any payment made to such Person comprised, in whole or in part, a Rescindable Amount. Each Person’s obligations, agreements and waivers under this Section shall survive the resignation or replacement A notice of the Administrative AgentAgent to any Payment Recipient under this clause (a) shall be conclusive, any transfer of rights or obligations by, or the replacement of, a Lender or L/C Issuer, the termination of the Revolving Credit Commitments and/or the repayment, satisfaction or discharge of all Secured Obligations (or any portion thereof) under any Loan Documentabsent manifest error.

Recovery of Erroneous Payments. Notwithstanding anything to the contrary in this Agreement, if at any time the Administrative Agent determines (in its sole and absolute discretion) that it has made a payment hereunder in error to any Lender, L/C Issuer or other Secured Partysecured party hxxxxxxxx, whether or not in respect of a Secured an Obligation due and owing by any Loan Party the Borrowers at such time, where such payment is a Rescindable Amount, then in any such event, each such Person receiving a Rescindable Amount severally agrees to repay to the Administrative Agent forthwith on demand the Rescindable Amount received by such Person 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, at the greater of the Federal Funds Rate and a rate determined by the Administrative Agent in accordance with banking industry rules on interbank compensation. Each Lender, each L/C Issuer and each other Secured Party secured party hereunder 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), “good consideration”, “change of position” or similar defenses (whether at law or in equity) to its obligation to return any Rescindable Amount. The Administrative Agent shall inform each Lender, L/C Issuer or other Secured Party secured party hereunder that received a Rescindable Amount promptly upon determining that any payment made to such Person comprised, in whole or in part, a Rescindable Amount. Each Person’s obligations, agreements and waivers under this Section 10.16 shall survive the resignation or replacement of the Administrative Agent, any transfer of rights or obligations by, or the replacement of, a Lender or L/C Issuer, the termination of the Revolving Credit Commitments and/or the repayment, satisfaction or discharge of all Secured Obligations (or any portion thereof) under any Loan Document.. S ECTION

Recovery of Erroneous Payments. Notwithstanding anything to the contrary in this Agreement, if at any time (a) If the Administrative Agent determines (in its sole and absolute discretionx) that it has made notifies a payment hereunder in error to any Lender, L/C Issuer Lender or other 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 the Administrative Agent has determined in its reasonable discretion (whether or not after receipt of any notice under immediately succeeding clause (b)) that any funds (as set forth in respect of a Secured Obligation due and owing such notice from the Administrative Agent) received by any Loan Party at such time, where such payment is a Rescindable Amount, then in any such event, each such Person receiving a Rescindable Amount severally agrees to repay to Payment Recipient from the Administrative Agent forthwith on demand the Rescindable Amount or any of its Affiliates were erroneously or mistakenly transmitted to, or otherwise erroneously or mistakenly received by by, such Person in immediately available funds in the currency so received, with interest thereon, for each day from and including the date Payment Recipient (whether or not known to such Rescindable Amount is received by it to but excluding the date of payment to the Administrative Agent, at the greater of the Federal Funds Rate and a rate determined by the Administrative Agent in accordance with banking industry rules on interbank compensation. Each Lender, each L/C Issuer and each other Secured Party irrevocably waives or other Payment Recipient on its behalf) (any such funds, whether transmitted or received as a payment, prepayment or repayment of principal, interest, fees, distribution or otherwise, individually and all defensescollectively, including an “Erroneous Payment”) and (y) demands in writing the return of such Erroneous Payment (or a portion thereof) (provided that, without limiting 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), “good consideration”, “change of position” other rights or similar defenses remedies (whether at law or in equity) to its obligation to return any Rescindable Amount. The ), the Administrative Agent shall inform each Lender, L/C Issuer or other Secured Party that received a Rescindable Amount promptly upon determining that may not make any payment made to such Person comprised, in whole or in part, a Rescindable Amount. Each Person’s obligations, agreements and waivers demand under this clause (a) with respect to an Erroneous Payment unless such demand is made within five Business Days of the date of receipt of such Erroneous Payment by the applicable Payment Recipient), 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 shall survive 9.14 and held in trust for the resignation or replacement benefit of the Administrative Agent, any transfer of rights or obligations by, or the replacement of, a and such Lender or L/C IssuerSecured Party shall (or, the termination of the Revolving Credit Commitments and/or the repaymentwith respect to any Payment Recipient who received such funds on its behalf, satisfaction or discharge of all Secured Obligations shall cause such Payment Recipient to) promptly, but in no event later than two Business Days thereafter (or such later date as the Administrative Agent may, in its sole discretion, specify in writing), return to the Administrative 125 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). A notice of the Administrative Agent to any Payment Recipient under this clause (a) shall be conclusive, absent manifest error. For the avoidance of doubt, neither the Borrower nor any other Loan DocumentParty shall constitute a Payment Recipient.

Recovery of Erroneous Payments. Notwithstanding anything to the contrary in this Agreement, if at any time (a) If the Administrative Agent determines (in its sole and absolute discretionx) that it has made notifies a payment hereunder in error to any Lender, L/C Issuer or other Secured Party, or any Person who has received funds on behalf of a Lender, L/C Issuer or Secured Party (any such Lender, L/C Issuer, Secured Party or other recipient (and each of their respective successors and assigns), a “Payment Recipient”) that the Administrative Agent has determined in its sole discretion (whether or not after receipt of any notice under immediately succeeding clause (b)) that any funds (as set forth in respect such notice from the Administrative Agent) received by such Payment Recipient from the Administrative Agent or any of a its Affiliates were erroneously or mistakenly transmitted to, or otherwise erroneously or mistakenly received by, such Payment Recipient (whether or not known to such Lender, L/C Issuer, Secured Obligation due and owing by any Loan Party at such time, where such payment is a Rescindable Amount, then in or other Payment Recipient on its behalf) (any such eventfunds, each whether transmitted or received as a payment, prepayment or repayment of principal, interest, fees, distribution or otherwise, individually and collectively, an “Erroneous Payment”) and (y) demands in writing the return of such Person receiving Erroneous Payment (or a Rescindable Amount severally agrees 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 9.13 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 repay any Payment Recipient who received such funds on its behalf, shall cause such Payment Recipient to) promptly, but in no event later than two Business Days thereafter (or such later date as the Administrative Agent may, in its sole discretion, specify in writing), return to the Administrative Agent forthwith on the amount of any such Erroneous Payment (or portion thereof) as to which such a demand the Rescindable Amount received by such Person was made, in immediately available same day funds (in the currency so received), together with interest thereon, for thereon (except to the extent waived in writing by the Administrative Agent) in respect of each day from and including the date such Rescindable Amount is Erroneous Payment (or portion thereof) was received by it such Payment Recipient to but excluding the date of payment such amount is repaid to the Administrative Agent, Agent in same day funds at the greater of the Federal Funds Rate and a rate determined by the Administrative Agent in accordance with banking industry rules on interbank compensationcompensation from time to time in effect. Each Lender, each L/C Issuer and each other Secured Party 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), “good consideration”, “change of position” or similar defenses (whether at law or in equity) to its obligation to return any Rescindable Amount. The Administrative Agent shall inform each Lender, L/C Issuer or other Secured Party that received a Rescindable Amount promptly upon determining that any payment made to such Person comprised, in whole or in part, a Rescindable Amount. Each Person’s obligations, agreements and waivers under this Section shall survive the resignation or replacement A notice of the Administrative AgentAgent to any Payment Recipient under this clause (a) shall be conclusive, any transfer of rights or obligations by, or the replacement of, a Lender or L/C Issuer, the termination of the Revolving Credit Commitments and/or the repayment, satisfaction or discharge of all Secured Obligations (or any portion thereof) under any Loan Documentabsent manifest error.

Recovery of Erroneous Payments. Notwithstanding anything to the contrary (a) Without limitation of any other provision in this Agreement, if at any time timeIf the Administrative Agent determines (in its sole and absolute discretion) that it has made makes a payment hereunder in error to to(x) notifies any Lender, L/C Issuer Purchaser or other Secured Purchaser Agent (the “Credit Party”), whether or not in respect of a Secured an Obligation due and owing by any Loan Party the Seller at such time, where such payment is a Rescindable Amount, then in any such event, each such Person Credit Party receiving a Rescindable Amount severally agrees to repay to the Administrative Agent forthwith on demand the Rescindable Amount received by such Person Credit Party in immediately available funds in the currency so received, with interest thereon, foror any Person who has received funds on behalf of a Credit Party (any such Credit Party or other recipient (and each of their respective successors and assigns), a “Payment Recipient”) that the Administrative Agent has determined in its sole discretion (whether or not after receipt of any notice under immediately succeeding clause (b)) that any funds (as set forth in such notice from the Administrative Agent) received by such Payment Recipient from the Administrative Agent or any of its Affiliates were erroneously or mistakenly transmitted to,or otherwise erroneously or mistakenly received by, such Payment Recipient (whether or not known to such 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, distribution or otherwise, individually and collectively, an “Erroneous Payment”) and (y) demands in writing the return of such Erroneous Payment (or a portion thereof) (provided, that, without limiting any other rights or remedies (whether at law or in equity), 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 11.13 and held in trust for the benefit of the Administrative 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 two Business Days thereafter (or such later date as the Administrative Agent may, in its sole discretion, specify in writing), return to the Administrative Agent the amount of any such Erroneous Payment (or portion thereof) as to which such a demand was made, in same day funds, together with any yield thereon (except to the extent waived in writing by the Administrative Agent) in respect of each day from and including the date such Rescindable Amount is isErroneous Payment (or portion thereof) was received by it to but excluding excludingsuch Payment Recipient to the date of payment paymentsuch amount is repaid to the Administrative Agent, in same day funds at the greater of the Federal Funds Rate and a rate determined by the Administrative Agent in accordance with banking industry rules on interbank compensation. Each Lender, each L/C Issuer and each other Secured Credit Party 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), “good consideration”, “change of position” ) or similar defenses (whether at law or in equity) defense to its obligation to return any Rescindable Amount. The from time to time in effect. A notice of the Administrative Agent shall inform each Lender, L/C Issuer or other Secured Credit Party that received a Rescindable Amount promptly upon determining that any payment made to such Person Credit Party comprised, in whole or in part, a Rescindable Amount. Each Person’s obligations, agreements and waivers Xxxxxx.xx any Payment Recipient under this Section clause (a) shall survive the resignation or replacement of the Administrative Agentbe conclusive, any transfer of rights or obligations by, or the replacement of, a Lender or L/C Issuer, the termination of the Revolving Credit Commitments and/or the repayment, satisfaction or discharge of all Secured Obligations (or any portion thereof) under any Loan Documentabsent manifest error.

Recovery of Erroneous Payments. Notwithstanding anything to the contrary in this Agreement, if at any time the Administrative Agent determines (in its sole and absolute discretion) that it has made a payment hereunder in error to any Lender, L/C Issuer Issuing Bank or other Secured Party, whether or not in respect of a Secured an Obligation due and owing by any Loan Party Borrower at such time, where such payment is a Rescindable Amount, then in any such event, each such Person receiving a Rescindable Amount severally agrees to repay to the Administrative Agent forthwith on demand the Rescindable Amount received by such Person 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, at the greater of the Federal Funds Effective Rate and a rate determined by the Administrative Agent in accordance with banking industry rules on interbank compensation. Each Lender, each L/C Issuer Issuing Bank and each other Secured Party 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), “good consideration”, “change of position” or similar defenses (whether at law or in equity) to its obligation to return any Rescindable Amount. The Administrative Agent shall inform each Lender, L/C Issuer Issuing Bank or other Secured Party that received a Rescindable Amount promptly upon determining that any payment made to such Person comprised, in whole or in part, a Rescindable Amount. Each Person’s obligations, agreements and waivers under this Section 8.12 shall survive the resignation or replacement of the Administrative Agent, any transfer of rights or obligations by, or the replacement of, a Lender or L/C IssuerIssuing Bank, the termination of the Revolving Credit Commitments and/or the repayment, satisfaction or discharge of all Secured Loan Document Obligations (or any portion thereof) under any Loan Document.

Recovery of Erroneous Payments. Notwithstanding anything to the contrary in this Agreement, if at any time (a) If the Administrative Agent determines notifies a Lender or any Person who has received funds on behalf of a Lender (any such Lender or other such recipient, a “Payment Recipient”) that the Administrative Agent has determined in its sole and absolute discretion) that it has made a payment hereunder in error to any Lender, L/C Issuer or other Secured Party, discretion (whether or not in respect after receipt of a Secured Obligation due and owing any notice under immediately succeeding clause (b)) that any funds received by such Payment Recipient from the Administrative Agent or any Loan Party at of its Affiliates were erroneously transmitted to, or otherwise erroneously or mistakenly received by, such time, where Payment Recipient (whether or not known to such payment is a Rescindable Amount, then in Lender or other Payment Recipient on its behalf) (any such eventfunds, each whether received as a payment, prepayment or repayment of principal, interest, fees, distribution or otherwise, individually and collectively, an “Erroneous Payment”) and demands the return of such Person receiving Erroneous Payment (or a Rescindable Amount severally agrees 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 repay an Erroneous Payment unless such demand is made on or prior to ten (10) Business Days of the date of receipt of such Erroneous Payment by the applicable Payment Recipient), such Erroneous Payment shall at all times remain the property of the Administrative Agent and shall be segregated by the Payment Recipient and held in trust for the benefit of the Administrative Agent, and such Lender 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 two Business Days thereafter, return to the Administrative Agent forthwith on the amount of any such Erroneous Payment (or portion thereof) as to which such a demand the Rescindable Amount received by such Person was made, in immediately available same day funds (in the currency so received), together with interest thereon, for thereon in respect of each day from and including the date such Rescindable Amount is Erroneous Payment (or portion thereof) was received by it such Payment Recipient to but excluding the date of payment such amount is repaid to the Administrative Agent, Agent in same day funds at the greater of the Federal Funds Rate and a rate determined by the Administrative Agent in accordance with banking industry rules on interbank compensationcompensation from time to time in effect. Each Lender, each L/C Issuer and each other Secured Party 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), “good consideration”, “change of position” or similar defenses (whether at law or in equity) to its obligation to return any Rescindable Amount. The Administrative Agent shall inform each Lender, L/C Issuer or other Secured Party that received a Rescindable Amount promptly upon determining that any payment made to such Person comprised, in whole or in part, a Rescindable Amount. Each Person’s obligations, agreements and waivers under this Section shall survive the resignation or replacement A notice of the Administrative AgentAgent to any Payment Recipient under this clause (a) shall be conclusive, any transfer of rights or obligations by, or the replacement of, a Lender or L/C Issuer, the termination of the Revolving Credit Commitments and/or the repayment, satisfaction or discharge of all Secured Obligations (or any portion thereof) under any Loan Documentabsent manifest error.

Recovery of Erroneous Payments. Notwithstanding anything to the contrary in this Agreement, if at any time the Administrative Agent determines (in its sole and absolute discretion) that it has made a payment hereunder in error to any Lender, Swing Line Lender or L/C Issuer or other Secured PartyIssuer, whether or not in respect of a Secured an Obligation due and owing by any Loan Party Borrower at such time, where such payment is a Rescindable Amount, then in any such event, each such Person receiving a Rescindable Amount severally agrees to repay to the Administrative Agent forthwith on demand the Rescindable Amount received by such Person 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, at the greater of the Federal Funds Rate and a rate determined by the Administrative Agent in accordance with banking industry rules on interbank compensation. Each Lender, each Swing Line Lender and each L/C Issuer and each other Secured Party 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), “good consideration”, “change of position” or similar defenses (whether at law or in equity) to its obligation to return any Rescindable Amount. The Administrative Agent shall inform each Lender, Swing Line Lender, or L/C Issuer or other Secured Party that received a Rescindable Amount promptly upon determining that any payment made to such Person comprised, in whole or in part, a Rescindable Amount. Each Person’s obligations, agreements and waivers under this Section 13.23 shall survive the resignation or replacement of the Administrative Agent, any transfer of rights or obligations by, or the replacement of, a Lender, Swing Line Lender or L/C Issuer, the termination of the Revolving Credit Commitments and/or the repayment, satisfaction or discharge of all Secured Obligations (or any portion thereof) under any Loan Document.

Recovery of Erroneous Payments. Notwithstanding anything to the contrary in this Agreement, if at any time the Administrative Agent determines (in its sole and absolute discretion) that it has made a payment hereunder in error to any Lender, Lender or any L/C Issuer or other Secured PartyIssuer, whether or not in respect of a Secured an Obligation due and owing by any Loan Party the Borrower at such time, where such payment is a Rescindable Amount, then in any such event, each such Person receiving a Rescindable Amount severally agrees to repay to the Administrative Agent forthwith on demand the Rescindable Amount received by such Person 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, at the greater of the Federal Funds Rate and a rate determined by the Administrative Agent in accordance with banking industry rules on interbank compensation. Each Lender, Lender and each L/C Issuer and each other Secured Party 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), “good consideration”, “change of position” or similar defenses (whether at law or in equity) to its obligation to return any Rescindable Amount. The Administrative Agent shall inform each Lender, Lender and each L/C Issuer or other Secured Party that received a Rescindable Amount promptly upon determining that any payment made to such Person comprised, in whole or in part, a Rescindable Amount. Each Person’s obligations, agreements and waivers under this Section 11.12 shall survive the resignation or replacement of the Administrative Agent, any transfer of rights or obligations by, or the replacement of, a Lender or L/C Issuer, the termination of the Revolving Credit Commitments and/or the repayment, satisfaction or discharge of all Secured Obligations (or any portion thereof) under any Loan Document.

Recovery of Erroneous Payments. Notwithstanding anything to (a) If the contrary in this AgreementAgent (x) notifies a Lender, if at Documentary Credit Lender, or any time Person who has received funds on behalf of a Lender or Documentary Credit Lender (any such Lender, Documentary Credit Lender, or other recipient (and each of their respective successors and assigns), a “Payment Recipient”) that the Administrative Agent determines (has determined in its sole and absolute discretion) that it has made a payment hereunder in error to any Lender, L/C Issuer or other Secured Party, discretion (whether or not after receipt of any notice under immediately succeeding clause (b)) that any funds (as set forth in respect of a Secured Obligation due and owing by any Loan Party at such time, where such payment is a Rescindable Amount, then in any such event, each such Person receiving a Rescindable Amount severally agrees to repay to notice from the Administrative Agent forthwith on demand the Rescindable Amount Agent) received by such Person Payment Recipient from the Agent or any of its Affiliates were erroneously or mistakenly transmitted to, or otherwise erroneously or mistakenly received by, such Payment Recipient (whether or not known to such Lender, Documentary Credit Lender, or other Payment Recipient on its behalf) (any such funds, whether transmitted or received as a payment, prepayment or repayment of principal, interest, fees, distribution or otherwise, individually and collectively, an “Erroneous Payment”) and (y) demands in immediately available writing the return of such Erroneous Payment (or a portion thereof), such Erroneous Payment shall at all times remain the property of the Agent pending its return or repayment as contemplated below in this Section 17.11 and held in trust for the benefit of the Agent, and such Lender or Documentary Credit 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 two (2) Business Days thereafter (or such later date as the Agent may, in its sole discretion, specify in writing), return to the 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, for thereon (except to the extent waived in writing by the Agent) in respect of each day from and including the date such Rescindable Amount is Erroneous Payment (or portion thereof) was received by it such Payment Recipient to but excluding the date of payment such amount is repaid to the Administrative Agent, Agent in same day funds at the greater of the Federal Funds Prime Rate and a rate determined by the Administrative Agent in accordance with banking industry rules on interbank compensationcompensation from time to time in effect. Each Lender, each L/C Issuer and each other Secured Party irrevocably waives A notice of the Agent to 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), “good consideration”, “change of position” or similar defenses (whether at law or in equity) to its obligation to return any Rescindable Amount. The Administrative Agent shall inform each Lender, L/C Issuer or other Secured Party that received a Rescindable Amount promptly upon determining that any payment made to such Person comprised, in whole or in part, a Rescindable Amount. Each Person’s obligations, agreements and waivers Payment Recipient under this Section clause (a) shall survive the resignation or replacement of the Administrative Agentbe conclusive, any transfer of rights or obligations by, or the replacement of, a Lender or L/C Issuer, the termination of the Revolving Credit Commitments and/or the repayment, satisfaction or discharge of all Secured Obligations (or any portion thereof) under any Loan Documentabsent manifest error.

Recovery of Erroneous Payments. Notwithstanding anything to the contrary in this Agreement, if at any time the Administrative Agent determines (in its sole and absolute discretion) that it has made a payment hereunder in error to any Lender, L/C Issuer Lender or any other Secured PartyParty or another recipient of funds (whether known to the recipient or not) or if a Lender or another recipient of funds is not otherwise entitled to receive such funds at such time of such payment or from such Person in accordance with the Loan Documents, whether or not in respect of a Secured an Obligation due and owing by any Loan Party at such time, where such payment is a Rescindable Amount, then in any such event, each such Person receiving a Rescindable Amount such amounts severally agrees to repay to the Administrative Agent forthwith on demand the Rescindable Amount such amounts received by such Person in immediately available funds in the currency so received, with interest thereon, for each day from and including the date such Rescindable Amount amount is received by it to but excluding the date of payment to the Administrative Agent, at the greater of the Federal Funds Rate and a rate determined by the Administrative Agent in accordance with banking industry rules on interbank compensation. Each Lender, each L/C Issuer Lender and each other Secured Party 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), “good consideration”, “change of position” or similar defenses (whether at law or in equity) to its obligation to return any Rescindable Amountsuch amounts. The Administrative Agent shall inform each Lender, L/C Issuer or Lender and each other Secured Party that received a Rescindable Amount payment promptly upon determining that any such payment made to such Person comprised, was made in whole error or in part, a Rescindable Amountsuch Person was not otherwise entitled to such payment; provided that the failure to provide such notice shall not affect the obligations of any Secured Party or other recipient to repay such amounts as contemplated herein. Each Person’s obligations, agreements and waivers under this Section 10.14 shall survive the resignation or replacement of the Administrative Agent, any transfer of rights or obligations by, or the replacement of, a Lender or L/C IssuerLender, the termination of the Revolving Credit Commitments and/or the repayment, satisfaction or discharge of all Secured Obligations (or any portion thereof) under any Loan Document.. 105

Recovery of Erroneous Payments. Notwithstanding anything to the contrary in this Agreement, if at any time the Administrative Agent determines (in its sole and absolute discretion) that it has made a payment hereunder in error to any Lender, L/C Issuer Issuing Lender or other Secured Party, whether or not in respect of a Secured an Obligation due and owing by any Loan Party Borrower at such time, where such payment is a Rescindable Amount, then in any such event, each such Person receiving a Rescindable Amount severally agrees to repay to the Administrative Agent forthwith on demand the Rescindable Amount received by such Person 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, at the greater of the Federal Funds Effective Rate and a rate determined by the Administrative Agent in accordance with banking industry rules on interbank compensation. Each Lender, each L/C Issuer Issuing Lender and each other Secured Party 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), “good consideration”, “change of position” or similar defenses (whether at law or in equity) to its obligation to return any Rescindable Amount. The Administrative Agent shall inform each Lender, L/C Issuer Issuing Lender or other Secured Party that received a Rescindable Amount promptly upon determining that any payment made to such Person comprised, in whole or in part, a Rescindable Amount. Each Person’s obligations, agreements and waivers under this Section 9.14 shall survive the resignation or replacement of the Administrative Agent, any transfer of rights or obligations by, or the replacement of, a Lender or L/C IssuerIssuing Lender, the termination of the Revolving Credit Commitments and/or the repayment, satisfaction or discharge of all Secured Obligations (or any portion thereof) under any Loan Document.

Recovery of Erroneous Payments. Notwithstanding anything Unless the Administrative Agent shall have received notice from the Borrower prior to the contrary date on which any payment is due to the Administrative Agent for the account of the Lenders hereunder that the Borrower will not make such payment, the Administrative Agent may assume that the Borrower has made such payment on such date in accordance herewith and may, in reliance upon such assumption, distribute to the Lenders the amount due. With respect to any payment that the Administrative Agent makes for the account of the Lenders hereunder as to which the Administrative Agent determines (which determination shall be conclusive absent manifest error) that any of the following applies (such payment referred to as the “Rescindable Amount”): (i) the Borrower has not in fact made such payment; (ii) the Administrative Agent has made a payment in excess of the amount so paid by the Borrower (whether or not then owed); or (iii) the Administrative Agent has for any reason otherwise erroneously made such payment; then each of the Lenders severally agrees to repay to the Administrative Agent forthwith on demand the Rescindable Amount so distributed to such Lender, in immediately available funds with interest thereon, for each day from and including the date such amount is distributed to it but excluding the date of payment to the Administrative Agent, at the greater of the Federal Funds Rate and a rate determined by the Administrative Agent in accordance with banking industry rules on interbank compensation. Without limitation of any other provision in this Agreement, if at any time the Administrative Agent determines (in its sole and absolute discretion) that it has made makes a payment hereunder in error to any Lender, L/C Issuer or other Secured Lender (the “Credit Party”), whether or not in respect of a Secured an Obligation due and owing by any Loan Party the Borrower at such time, where such payment is a Rescindable Amount, then in any such event, each such Person Credit Party receiving a Rescindable Amount severally agrees to repay to the Administrative Agent forthwith on demand the Rescindable Amount received by such Person Credit Party 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, at the greater of the Federal Funds Rate and a rate determined by the Administrative Agent in accordance with banking industry rules on interbank compensation. Each Lender, each L/C Issuer and each other Secured Credit Party 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), “good consideration”, “change of position” ) or similar defenses (whether at law or in equity) defense to its obligation to return any Rescindable Amount. The Administrative Agent shall inform each Lender, L/C Issuer or other Secured Credit Party that received a Rescindable Amount promptly upon determining that any payment made to such Person Credit Party comprised, in whole or in part, a Rescindable Amount. Each Person’s obligations, agreements and waivers under this Section shall survive the resignation or replacement A notice of the Administrative AgentAgent to any Lender with respect to any amount owing under this paragraph shall be conclusive, any transfer of rights or obligations by, or the replacement of, a Lender or L/C Issuer, the termination of the Revolving Credit Commitments and/or the repayment, satisfaction or discharge of all Secured Obligations (or any portion thereof) under any Loan Document.absent manifest error. 109 #96922345v9

Recovery of Erroneous Payments. Notwithstanding anything to the contrary Without limitation of any other provision in this Transaction Agreement, if at any time the Administrative Agent determines (in its sole and absolute discretion) that it has made makes a payment hereunder in error to any Lender, L/C Issuer or other Secured PartyParticipant, whether or not in respect of a Secured an Obligation due and owing by any Loan Party Lessee at such time, where such payment is a Rescindable Amount, then in any such event, each such Person Participant receiving a Rescindable Amount severally agrees to repay to the Administrative Agent forthwith on demand the Rescindable Amount received by such Person Participant 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, at the greater of the Federal Funds Rate and a rate determined by the Administrative Agent in accordance with banking industry rules on interbank compensation. Each Lender, each L/C Issuer and each other Secured Party Participant 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), “good consideration”, “change of position” ) or similar defenses (whether at law or in equity) defense to its obligation to return any Rescindable Amount. The Administrative Agent shall inform each Lender, L/C Issuer or other Secured Party that received a Rescindable Amount Participant promptly upon determining that any payment made to such Person Participant comprised, in whole or in part, a Rescindable Amount. Each Person’s obligations, agreements and waivers A notice of the Administrative Agent to any Participant with respect to any amount owing under this Section 16.10 shall survive be conclusive, absent manifest error. As used herein, “Rescindable Amount” means any payment that the resignation or replacement Administrative Agent makes for the account of the Participants hereunder as to which the Administrative Agent, Agent determines (which determination shall be conclusive absent manifest error) that any transfer of rights the following applies: (1) Lessee has not in fact made such payment; (2) the Administrative Agent has made a payment in excess of the amount so paid by Xxxxxx (whether or obligations by, not then owed); or (3) the replacement of, a Lender or L/C IssuerAdministrative agent has for any reason otherwise erroneously made such payment. [End of Page] [Signature Pages Follow] Table of Contents In Witness Whereof, the termination parties hereto have caused this Transaction Agreement to be duly executed by their respective officers thereunto duly authorized as of the Revolving Credit Commitments and/or the repaymentday and year first above written. Solar Technology LLC, satisfaction or discharge as Lessee and as Construction Agent By: /s/ Xxxxx X. Xxxxxxxx Name: Xxxxx X. Xxxxxxxx Title: Vice President Table of all Secured Obligations (or any portion thereof) under any Loan DocumentContents BA Leasing BSC, LLC, as Lessor By: /s/ Xxxx X. Xxxxx Name: Xxxx X. Xxxxx Title: Vice President Table of Contents Bank of America, N.A., not in its individual capacity, except as expressly stated herein, but solely as Administrative Agent By: /s/ Xxxxxxxxx Xxxxxxx Name: Xxxxxxxxx Xxxxxxx Title: Vice President Table of Contents SMBC LEASING AND FINANCE, INC., as Participant Interest Party By: /s/ Xxxxxxx X. Xxxxx Name: Xxxxxxx X. Xxxxx Title: President Table of Contents SUMITOMO MITSUI BANKING CORPORATION, as Participant Interest Party By: /s/ Xxxx Xxxxxxx Name: Xxxx Xxxxxxx Title: Director Table of Contents COMMERZBANK AG, NEW YORK BRANCH, as Participant Interest Party By: /s/ Xxxxxxx Xxxx Name: Xxxxxxx Xxxx Title: Managing Director By: /s/ Xxxxx Xxxxxxxxxx Name: Xxxxx Xxxxxxxxxx Title: Director Table of Contents BANKERS COMMERCIAL CORPORATION, as Participant Interest Party By: /s/ Xxxxxxxx Xxxxx Name: Xxxxxxxx Xxxxx Title: Vice President Table of Contents BANK OF CHINA, NEW YORK BRANCH, as Participant Interest Party By: /s/ Xxxxx Xxx Name: Xxxxx Xxx Title: Executive Vice President Table of Contents Final Version Corning Lease Financing Definitions and Interpretation

Recovery of Erroneous Payments. Notwithstanding anything to the contrary in this Agreement, if at any time the Administrative Agent determines (in its sole and absolute discretion) that it has made a payment hereunder in error to any Lender, L/C Issuer Lender or other Secured Party, whether or not in respect of a Secured an Obligation due and owing by any Loan Party Borrowers at such time, where such payment is a Rescindable Amount, then in any such event, each such Person receiving a Rescindable Amount severally agrees to repay to the Administrative Agent forthwith on demand the Rescindable Amount received by such Person 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, at the greater of the Federal Funds Rate and a rate determined by the Administrative Agent in accordance with banking industry rules on interbank compensation. Each Lender, each L/C Issuer Lender and each other Secured Party 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), “good consideration”, “change of position” or similar defenses (whether at law or in equity) to its obligation to return any Rescindable Amount. The Administrative Agent shall inform each Lender, L/C Issuer Lender or other Secured Party that received a Rescindable Amount promptly upon determining that any payment made to such Person comprised, in whole or in part, a Rescindable Amount. Each Person’s obligations, agreements and waivers under this Section 12.17 shall survive the resignation or replacement of the Administrative Agent, any transfer of rights or obligations by, or the replacement of, a Lender or L/C IssuerLender, the termination of the Revolving Credit Commitments and/or the repayment, satisfaction or discharge of all Secured Obligations (or any portion thereof) under any Loan Document.

Recovery of Erroneous Payments. Notwithstanding anything to the contrary in this Agreement, if at any time the Administrative Agent determines (in its sole and absolute discretion) that it has made a payment hereunder in error to any Lender, L/C Issuer the Letter of Credit Issuer, the Swing Line Lender or any other Secured Party, whether or not in respect of a Secured an Obligation due and owing by any Loan Party Borrower at such time, where such payment is a Rescindable Amount, then in any such event, each such Person receiving a Rescindable Amount severally agrees to repay to the Administrative Agent forthwith on demand the Rescindable Amount received by such Person 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, at the greater of the Federal 149 Funds Rate and a rate determined by the Administrative Agent in accordance with banking industry rules on interbank compensation. Each Lender, each L/C Issuer the Letter of Credit Issuer, the Swing Line Lender and each other Secured Party 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), “good consideration”, “change of position” or similar defenses (whether at law or in equity) to its obligation to return any Rescindable Amount. The Administrative Agent shall inform each Lender, L/C the Letter of Credit Issuer or the Swing Line Lender and each other Secured Party that received a Rescindable Amount promptly upon determining that any payment made to such Person comprised, in whole or in part, a Rescindable Amount. Each Person’s obligations, agreements and waivers under this Section 10.15 shall survive the resignation or replacement of the Administrative Agent, any transfer of rights or obligations by, or the replacement of, a Lender Lender, the Letter of Credit Issuer or L/C Issuerthe Swing Line Lender, the termination of the Revolving Credit Commitments and/or the repayment, satisfaction or discharge of all Secured Obligations (or any portion thereof) under any Loan Document.

Recovery of Erroneous Payments. Notwithstanding anything to the contrary in this Agreement, if at any time (a) If the Administrative Agent determines (x) notifies a Lender, Letter of Credit Issuer or Secured Party, or any Person (other than the Borrower or any of its Subsidiaries) who has received funds on behalf of a Lender, Letter of Credit Issuer or Secured Party (any such Lender, Letter of Credit Issuer, Secured Party or other recipient, a “Payment Recipient”) that the Administrative Agent has determined in its sole and absolute discretion) that it has made a payment hereunder in error to any Lender, L/C Issuer or other Secured Party, discretion (whether or not after receipt of any notice under immediately succeeding clause (b)) that any funds (as set forth in respect of a Secured Obligation due and owing such notice from the Administrative Agent) received by any Loan Party at such time, where such payment is a Rescindable Amount, then in any such event, each such Person receiving a Rescindable Amount severally agrees to repay to Payment Recipient from the Administrative Agent forthwith on demand the Rescindable Amount or any of its Affiliates were erroneously or mistakenly transmitted to, or otherwise erroneously or mistakenly received by by, such Person in immediately available funds in the currency so received, with interest thereon, for each day from and including the date Payment Recipient (whether or not known to such Rescindable Amount is received by it to but excluding the date of payment to the Administrative Agent, at the greater of the Federal Funds Rate and a rate determined by the Administrative Agent in accordance with banking industry rules on interbank compensation. Each Lender, each L/C Issuer and each other Letter of Credit Issuer, Secured Party irrevocably waives or other Payment Recipient on its behalf) (any such funds, whether transmitted or received as a payment, prepayment or repayment of principal, interest, fees, distribution or otherwise, individually and all defensescollectively, including an “Erroneous Payment”) and (y) demands in writing the return of such Erroneous Payment (or a portion thereof) (provided that, without limiting 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), “good consideration”, “change of position” other rights or similar defenses remedies (whether at law or in equity) to its obligation to return any Rescindable Amount. The ), the Administrative Agent shall inform each Lender, L/C Issuer or other Secured Party that received a Rescindable Amount promptly upon determining that may not make any payment made to such Person comprised, in whole or in part, a Rescindable Amount. Each Person’s obligations, agreements and waivers demand under this clause (a) with respect to an Erroneous Payment unless such demand is made within five Business Days of the date of receipt of such Erroneous Payment by the applicable Payment Recipient), 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 shall survive 12.19 and held in trust for the resignation or replacement benefit of the Administrative Agent, and such Lender, Letter of Credit Issuer or Secured Party shall (or, with respect to any transfer of rights or obligations byPayment Recipient who received such funds on its behalf, or the replacement ofshall cause such Payment Recipient to) promptly, a Lender or L/C Issuer, the termination of the Revolving Credit Commitments and/or the repayment, satisfaction or discharge of all Secured Obligations but in no event later than two Business Days thereafter (or such later date as the Administrative Agent may, in its sole discretion, specify in writing), return to the Administrative Agent the amount of any such Erroneous Payment (or portion thereof) under any Loan Document.as to which such a demand was made, in same day funds (in the currency so received), -225- #95203802v2296160609v3 #96160609v5

Recovery of Erroneous Payments. Notwithstanding anything to the contrary Without limitation of any other provision in this Participation Agreement, if at any time the Administrative Agent determines (in its sole and absolute discretion) that it has made makes a payment hereunder in error to any Lender, L/C Issuer or other Secured PartyParticipant, whether or not in respect of a Secured an Obligation due and owing by any Loan Party the Lessee at such time, where such payment is a Rescindable Amount, then in any such event, each such Person Participant receiving a Rescindable Amount severally agrees to repay to the Administrative Agent forthwith on demand the Rescindable Amount received by such Person Participant 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, at the greater of the Federal Funds Effective Rate and a an overnight rate reasonably determined by the Administrative Agent in accordance with banking industry rules on interbank compensation. Each Lender, each L/C Issuer and each other Secured Party Participant 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), “good consideration”, “change of position” ) or similar defenses (whether at law or in equity) defense to its obligation to return any Rescindable Amount. The Administrative Agent shall inform each Lender, L/C Issuer or other Secured Party that received a Rescindable Amount Participant promptly upon determining that any payment made to such Person Participant comprised, in whole or in part, a Rescindable Amount. Each Person’s obligations, agreements and waivers A notice of the Administrative Agent to any Participant with respect to any amount owing under this Section 16.11 shall survive be conclusive, absent manifest error. As used herein, “Rescindable Amount” means any payment that the resignation or replacement Administrative Agent makes for the account of any of the Participants hereunder or under any of the other Operative Documents as to which the Administrative Agent, Agent determines (which determination shall be conclusive absent manifest error) that any transfer of rights the following applies: (1) the Lessee has not in fact made such payment; (2) the Administrative Agent has made a payment in excess of the amount so paid by the Lessee (whether or obligations by, not then owed); or (3) the replacement of, a Lender or L/C IssuerAdministrative Agent has for any reason otherwise erroneously made such payment. In Witness Whereof, the termination parties hereto have caused this Second Amended and Restated Participation Agreement to be duly executed by their respective officers or other authorized signatories thereunto duly authorized as of the Revolving Credit Commitments and/or the repaymentday and year first above written. Old Saw Mill Holdings LLC, satisfaction or discharge as Lessee By: /s/ Lxxxxxx X. Xxxxxx Name: Lxxxxxx X. Xxxxxx Title: Treasurer BA Leasing BSC, LLC, as Lessor By: /s/ Exxx X. Xxxxx Name: Exxx X. Xxxxx Title: Vice President Bank of all Secured Obligations (or any portion thereof) under any Loan Document.America, N.A., not in its individual capacity, except as expressly stated herein, but solely as Administrative Agent By: /s/ Axxxx Xxxxxx Name: Axxxx Xxxxxx Title: Vice President BA Leasing BSC, LLC, as a Rent Assignee By: /s/ Exxx X. Xxxxx Name: Exxx X. Xxxxx Title: Vice President MUFG Bank, Ltd., as a Rent Assignee By: /s/ Gxxxxx Xxxx Name: Gxxxxx Xxxx Title: Director JPMorgan Chase Bank, N.A., as a Rent Assignee By: /s/ Gxxxxxx X. Xxxxxx Name: Gxxxxxx X. Xxxxxx Title: Executive Director

Recovery of Erroneous Payments. Notwithstanding anything to the contrary in this Agreement, if at any time the Administrative Agent determines (in its sole and absolute discretion) that it has made a payment hereunder in error to any Lender or the Swing Line Lender, L/C Issuer or other Secured Party, whether or not in respect of a Secured an Obligation due and owing by any Loan Party the Borrower at such time, where such payment is a Rescindable Amount, then in any such event, each such Person receiving a Rescindable Amount severally agrees to repay to the Administrative Agent forthwith on demand the Rescindable Amount received by such Person 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, at the greater of the Federal Funds Rate and a rate determined by the Administrative Agent in accordance with banking industry rules on interbank compensation. Each Lender, each L/C Issuer Lender and each other Secured Party the Swing Line Lender 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), “good consideration”, “change of position” or similar defenses (whether at law or in equity) to its obligation to return any Rescindable Amount. The Administrative Agent shall inform each Lender, L/C Issuer Lender or other Secured Party the Swing Line Lender that received a Rescindable Amount promptly upon determining that any payment made to such Person comprised, in whole or in part, a Rescindable Amount. Each Person’s obligations, agreements and waivers under this Section 10.13 shall survive the resignation or replacement of the Administrative Agent, any transfer of rights or obligations by, or the replacement of, a Lender or L/C Issuerthe Swing Line Lender, the termination of the Revolving Credit Commitments and/or the repayment, satisfaction or discharge of all Secured Obligations (or any portion thereof) under any Loan Document.

Recovery of Erroneous Payments. Notwithstanding anything to the contrary Without limitation of any other provision in this Agreement, if at any time the Administrative Agent determines (in its sole and absolute discretion) that it has made makes a payment hereunder in error to any Lender, L/C Issuer or other Secured Lender Recipient Party, whether or not in respect of a Secured an Obligation due and owing by any Loan Party the Borrower at such time, where such payment is a Rescindable Amount, then in any such event, each such Person Lender Recipient Party receiving a Rescindable Amount severally agrees to repay to the Administrative Agent forthwith on demand the Rescindable Amount received by such Person Lender Recipient Party 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, at the greater of the Federal Funds Effective Rate and a rate determined by the Administrative Agent in accordance with banking industry rules on interbank compensation. Each Lender, each L/C Issuer and each other Secured Lender Recipient Party 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), “good consideration”, “change of position” ) or similar defenses (whether at law or in equity) defense to its obligation to return any Rescindable Amount. The Administrative Agent shall inform each Lender, L/C Issuer or other Secured Lender Recipient Party that received a Rescindable Amount promptly upon determining that any payment made to such Person Lender Recipient Party comprised, in whole or in part, a Rescindable Amount. Each Person’s obligationsThe parties hereto agree that an Erroneous Payment shall not pay, agreements and waivers under this prepay, repay, discharge or otherwise satisfy any Obligations owed by the Borrower or any other Loan Party. This Section 9.13 shall survive not be interpreted to increase (or accelerate the resignation due date for), or replacement 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 that, any transfer for the avoidance of rights or obligations by, or the replacement of, a Lender or L/C Issuerdoubt, the termination immediately preceding sentence 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 Revolving Credit Commitments and/or Administrative Agent from the repayment, satisfaction or discharge Borrower for the purpose of all Secured Obligations (or any portion thereof) under any Loan Documentmaking such Erroneous Payment. SECTION 10 MISCELLANEOUS 10.1.

Recovery of Erroneous Payments. Notwithstanding anything to the contrary Without limitation of any other provision in this Agreement, if at any time the Administrative Agent determines (in its sole and absolute discretion) that it has made makes a payment hereunder in error to any Lender, L/C Issuer or other Secured Party, whether or not in respect of a Secured an Obligation due and owing by any Loan Party the Borrower at such time, where such payment is a “Rescindable Amount” (any payment that the Administrative Agent makes for the account of the Lenders as to which the Administrative Agent determines (which determination shall be conclusive absent manifest error) that any of the following applies: (1) the Borrower has not in fact made such payment; (2) the Administrative Agent has made a payment in excess of the amount so paid by the Borrower (whether or not then owed); or (3) the Administrative agent has for any reason otherwise erroneously made such payment; then each of the Lenders severally agrees to repay to the Administrative Agent forthwith on demand the Rescindable Amount so distributed to such Lender in immediately available funds with interest thereon, then for each day from and including the date such amount is distributed to it to but excluding the date of payment to the Administrative Agent, at the greater of the Federal Funds Rate and a rate determined by the Administrative Agent in any such event, each such Person accordance with banking industry rules on interbank compensation). Each Lender receiving a Rescindable Amount severally agrees to repay to the Administrative Agent forthwith on demand the Rescindable Amount received by such Person Lender 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, at the greater of the Federal Funds Rate and a rate determined by the Administrative Agent in accordance with banking industry rules on interbank compensation. Each Lender, each L/C Issuer and each other Secured Party Lender 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), “good consideration”, “change of position” ) or similar defenses (whether at law or in equity) defense to its obligation to return any Rescindable Amount. The Administrative Agent shall inform each Lender, L/C Issuer or other Secured Party that received a Rescindable Amount Lender promptly upon determining that any payment made to such Person Lender comprised, in whole or in part, a Rescindable Amount. Each Person’s obligations, agreements and waivers under this Section shall survive the resignation or replacement of the Administrative Agent, any transfer of rights or obligations by, or the replacement of, a Lender or L/C Issuer, the termination of the Revolving Credit Commitments and/or the repayment, satisfaction or discharge of all Secured Obligations (or any portion thereof) under any Loan Document.

Recovery of Erroneous Payments. Notwithstanding anything to the contrary in this Agreement, if at any time (a) If the Administrative Agent determines notifies a Lender, Issuing Lender, Swingline Lender or Secured Party, or any Person who has received funds on behalf of a Lender, Issuing Lender, Swingline Lender or Secured Party (any such Lender, Issuing Lender, Swingline Lender, Secured Party or other recipient, a “Payment Recipient”) that the Administrative Agent has determined in its sole and absolute discretion) that it has made a payment hereunder in error to any Lender, L/C Issuer or other Secured Party, discretion (whether or not in respect after receipt of a any notice under immediately succeeding clause (b)) that any funds received by such Payment Recipient from the Administrative Agent or any of its Affiliates were erroneously transmitted to, or otherwise erroneously or mistakenly received by, such Payment Recipient (whether or not known to such Lender, Issuing Lender, Swingline Lender, Secured Obligation due and owing by any Loan Party at such time, where such payment is a Rescindable Amount, then in or other Payment Recipient on its behalf) (any such eventfunds, each whether received as a payment, prepayment or repayment of principal, interest, fees, distribution or otherwise, individually and collectively, an “Erroneous Payment”) and demands the return of such Person receiving Erroneous Payment (or a Rescindable Amount severally agrees portion thereof), such Erroneous Payment shall at all times remain the property of the Administrative Agent and shall be segregated by the Payment Recipient and held in trust for the benefit of the Administrative Agent, and such Lender, Issuing Lender, Swingline Lender or Secured Party shall (or, with respect to repay any Payment Recipient who received such funds on its behalf, shall cause such Payment Recipient to) promptly, but in no event later than two (2) Business Days thereafter, return to the Administrative Agent forthwith on the amount of any such Erroneous Payment (or portion thereof) as to which such a demand the Rescindable Amount received by such Person was made, in immediately available same day funds (in the currency so received), together with interest thereon, for thereon in respect of each day from and 132 including the date such Rescindable Amount is Erroneous Payment (or portion thereof) was received by it such Payment Recipient to but excluding the date of payment such amount is repaid to the Administrative Agent, Agent in same day funds at the greater of the Federal Funds Effective Rate and a rate determined by the Administrative Agent in accordance with banking industry rules on interbank compensationcompensation from time to time in effect. Each Lender, each L/C Issuer and each other Secured Party 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), “good consideration”, “change of position” or similar defenses (whether at law or in equity) to its obligation to return any Rescindable Amount. The Administrative Agent shall inform each Lender, L/C Issuer or other Secured Party that received a Rescindable Amount promptly upon determining that any payment made to such Person comprised, in whole or in part, a Rescindable Amount. Each Person’s obligations, agreements and waivers under this Section shall survive the resignation or replacement A notice of the Administrative AgentAgent to any Payment Recipient under this clause (a) shall be conclusive, any transfer of rights or obligations by, or the replacement of, a Lender or L/C Issuer, the termination of the Revolving Credit Commitments and/or the repayment, satisfaction or discharge of all Secured Obligations (or any portion thereof) under any Loan Documentabsent manifest error.

Recovery of Erroneous Payments. Notwithstanding anything to the contrary in this Agreement, if at any time the Administrative Agent determines (in its sole and absolute discretion) that it has made a payment hereunder in error to any Lender, L/C Issuer or other Secured Party, whether or not in respect of a Secured an Obligation due and owing by any Loan Party Borrower at such time, where such payment is a Rescindable Amount, then in any such event, each such Person receiving a Rescindable Amount severally agrees to repay to the Administrative Agent forthwith on demand the Rescindable Amount received by such Person 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, at the greater of the Federal Funds Rate and a rate determined by the Administrative Agent in accordance with banking industry rules on interbank compensation. Each Lender, each L/C Issuer and each other Secured Party 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), “good consideration”, “change of position” or similar defenses (whether at law or in equity) to its obligation to return any Rescindable Amount. The Administrative Agent shall inform each Lender, L/C Issuer or other Secured Party that received a Rescindable Amount promptly upon determining that any payment made to such Person comprised, in whole or in part, a Rescindable Amount. Each Person’s obligations, agreements and waivers under this Section 9.13 shall survive the resignation or replacement of the Administrative Agent, any transfer of rights or obligations by, or the replacement of, a Lender or L/C Issuer, the termination of the Revolving Credit Commitments and/or the repayment, satisfaction or discharge of all Secured Obligations (or any portion thereof) under any Loan Document.the

Recovery of Erroneous Payments. Notwithstanding anything to the contrary in this Agreement, if at any time the Administrative Agent determines (in its sole and absolute discretion) that it has made a payment hereunder in error to any Lender, L/C Issuer or other Secured Party, whether or not in respect of a Secured an Obligation due and owing by any Loan Party the Borrower at such time, where such payment is a Rescindable Amount, then in any such event, each such Person receiving a Rescindable Amount severally agrees to repay to the Administrative Agent forthwith on demand the Rescindable Amount received by such Person 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, at the greater of the Federal Funds Rate and a rate determined by the Administrative Agent in accordance with banking industry rules on interbank compensation. Each Lender, each L/C Issuer and each other Secured Party 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), “good consideration”, “change of position” or similar defenses (whether at law or in equity) to its obligation to return any Rescindable Amount. The Administrative Agent shall inform each Lender, L/C Issuer or other Secured Party that received a Rescindable Amount promptly upon determining that any payment made to such Person comprised, in whole or in part, a Rescindable Amount. Each Person’s obligations, agreements and waivers under this Section 11.14 shall survive the resignation or replacement of the Administrative Agent, any transfer of rights or obligations by, or the replacement of, a Lender or L/C Issuer, the termination of the Revolving Credit Commitments and/or the repayment, satisfaction or discharge of all Secured Obligations (or any portion thereof) under any Loan Document.:

Recovery of Erroneous Payments. Notwithstanding anything to the contrary in this Agreement, if at any time the Administrative Agent determines (in its sole and absolute discretion) that it has made a payment hereunder in error to any Lender, L/C Issuer Swingline Lender, Issuing Bank or other Secured Party, whether or not in respect of a Secured an Obligation due and owing by any Loan Party at such time, where such payment is a Rescindable Amount, then in any such event, each such Person receiving a Rescindable Amount severally agrees to repay to the Administrative Agent forthwith on demand the Rescindable Amount received by such Person 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, at the greater of the Federal Funds Effective Rate and a rate determined by the Administrative Agent in accordance with banking industry rules on interbank compensation. Each Lender, each L/C Issuer Swingline Lender, each Issuing Bank and each other Secured Party 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), “good consideration”, “change of position” or similar defenses (whether at law or in equity) to its obligation to return any Rescindable Amount. The Administrative Agent shall inform each Lender, L/C Issuer Swingline Lender, Issuing Bank or other Secured Party that received a Rescindable Amount promptly upon determining that any payment made to such Person comprised, in whole or in part, a Rescindable Amount. Each Person’s obligations, agreements and waivers under this Section 8.15 shall survive the resignation or replacement of the Administrative Agent, any transfer of rights or obligations by, or the replacement of, a Lender, Swingline Lender or L/C IssuerIssuing Bank, the termination of the Revolving Credit Commitments and/or the repayment, satisfaction or discharge of all Secured Obligations (or any portion thereof) under any Loan Document.

Recovery of Erroneous Payments. Notwithstanding anything to the contrary in this Agreement, (a) Each Lender and any other party hereto hereby severally agrees that if at any time (i) the Administrative Agent determines notifies (which such notice shall be conclusive absent manifest error) such Lender or any other Person that has received funds from the Administrative Agent or any of its Affiliates, either for its own account or on behalf of a Lender (each such recipient, a “Payment Recipient”) that the Administrative Agent has determined in its sole and absolute discretion) discretion that it has made a payment hereunder in error to any Lenderfunds received by such Payment Recipient were erroneously transmitted to, L/C Issuer or other Secured Partyotherwise erroneously or mistakenly received by, such Payment Recipient (whether or not in respect of a Secured Obligation due and owing by known to such Payment Recipient) or (ii) any Loan Party at such time, where such Payment Recipient receives any payment is a Rescindable Amount, then in any such event, each such Person receiving a Rescindable Amount severally agrees to repay to from the Administrative Agent forthwith (or any of its Affiliates) (x) that is in a different amount than, or on demand the Rescindable Amount received by such Person a different date from, that specified in immediately available funds in the currency so receiveda notice of payment, 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, at the greater of the Federal Funds Rate and a rate determined prepayment or repayment sent by the Administrative Agent (or any of its Affiliates) with respect to such payment, prepayment or repayment, as applicable, (y) that was not preceded or accompanied by a notice of payment, prepayment or repayment sent by the Administrative Agent (or any of its Affiliates) with respect to such payment, prepayment or repayment, as applicable, or (z) that such Payment Recipient otherwise becomes aware was transmitted or received in accordance with banking industry rules on interbank compensationerror or by mistake (in whole or in part) then, in each case, an error in payment shall be presumed to have been made (any such amounts specified in clauses (i) or (ii) of this Section 10.14(a), whether received as a payment, prepayment or repayment of principal, interest, fees, distribution or otherwise; individually and collectively, an “Erroneous Payment”), then, in each case, such Payment Recipient is deemed to have knowledge of such error at the time of its receipt of such Erroneous Payment; provided that nothing in this Section shall require the Administrative Agent to provide any of the notices specified in clauses (i) or (ii) above. Each LenderPayment Recipient agrees that it shall not assert any right or claim to any Erroneous Payment, each L/C Issuer and each other Secured Party irrevocably hereby waives any and all defensesclaim, counterclaim, defense or right of set-off or recoupment with respect to any demand, claim or counterclaim 104 by the Administrative Agent for the return of any Erroneous Payments, including without limitation waiver of any defense based on “discharge for value” (under which a creditor might otherwise claim a right to retain funds mistakenly paid by a third party in respect of a debt owed by another), “good consideration”, “change of position” or similar defenses (whether at law or in equity) to its obligation to return any Rescindable Amount. The Administrative Agent shall inform each Lender, L/C Issuer or other Secured Party that received a Rescindable Amount promptly upon determining that any payment made to such Person comprised, in whole or in part, a Rescindable Amount. Each Person’s obligations, agreements and waivers under this Section shall survive the resignation or replacement of the Administrative Agent, any transfer of rights or obligations by, or the replacement of, a Lender or L/C Issuer, the termination of the Revolving Credit Commitments and/or the repayment, satisfaction or discharge of all Secured Obligations (or any portion thereof) under any Loan Documentsimilar doctrine.

Recovery of Erroneous Payments. Notwithstanding anything Unless the Administrative Agent shall have received notice from the Borrower prior to the contrary date on which any payment is due to the Administrative Agent for the account of the Lenders hereunder that the Borrower will not make such payment, the Administrative Agent may assume that the Borrower has made such payment on such date in accordance herewith and may, in reliance upon such assumption, distribute to the Lenders the amount due. With respect to any payment that the Administrative Agent makes for the account of the Lenders hereunder as to which the Administrative Agent determines (which determination shall be conclusive absent manifest error) that any of the following applies (such payment referred to as the “Rescindable Amount”): (i) the Borrower has not in fact made such payment; (ii) the Administrative Agent has made a payment in excess of the amount so paid by the Borrower (whether or not then owed); or (iii) the Administrative Agent has for any reason otherwise erroneously made such payment; then each of the Lenders severally agrees to repay to the Administrative Agent forthwith on demand the Rescindable Amount so distributed to such Lender, in immediately available funds with interest thereon, for each day from and including the date such amount is distributed to it but excluding the date of payment to the Administrative Agent, at the greater of the Federal Funds Rate and a rate determined by the Administrative Agent in accordance with banking industry rules on interbank compensation. Without limitation of any other provision in this Agreement, if at any time the Administrative Agent determines (in its sole and absolute discretion) that it has made makes a payment hereunder in error to any Lender, L/C Issuer or other Secured Lender (the “Credit Party”), whether or not in respect of a Secured an Obligation due and owing by any Loan Party the Borrower at such time, where such payment is a Rescindable Amount, then in any such event, each such Person Credit Party receiving a Rescindable Amount severally agrees to repay to the Administrative Agent forthwith on demand the Rescindable Amount received by such Person Credit Party 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, at the greater of the Federal Funds Rate and a rate determined by the Administrative Agent in accordance with banking industry rules on interbank compensation. Each Lender, each L/C Issuer and each other Secured Credit Party 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), “good consideration”, “change of position” ) or similar defenses (whether at law or in equity) defense to its obligation to return any Rescindable Amount. The Administrative Agent shall inform each Lender, L/C Issuer or other Secured Credit Party that received a Rescindable Amount promptly upon determining that any payment made to such Person Credit Party comprised, in whole or in part, a Rescindable Amount. Each Person’s obligations, agreements and waivers under this Section shall survive the resignation or replacement A notice of the Administrative AgentAgent to any Lender with respect to any amount owing under this paragraph shall be conclusive, any transfer of rights or obligations by, or the replacement of, a Lender or L/C Issuer, the termination of the Revolving Credit Commitments and/or the repayment, satisfaction or discharge of all Secured Obligations (or any portion thereof) under any Loan Documentabsent manifest error.

Recovery of Erroneous Payments. Notwithstanding anything to the contrary in this Agreement, if at any time (a) If the Administrative Agent determines (x) notifies a Lender, Letter of Credit Issuer or Secured Party, or any Person (other than the Borrower or any of its Subsidiaries) who has received funds on behalf of a Lender, Letter of Credit Issuer or Secured Party (any such Lender, Letter of Credit Issuer, Secured Party or other recipient, a “Payment Recipient”) that the Administrative Agent has determined in its sole and absolute discretion) that it has made a payment hereunder in error to any Lender, L/C Issuer or other Secured Party, discretion (whether or not after receipt of any notice under immediately succeeding clause (b)) that any funds (as set forth in respect such notice from the Administrative Agent) received by such Payment Recipient from the Administrative Agent or any of a its Affiliates were erroneously or mistakenly transmitted to, or otherwise erroneously or mistakenly received by, such Payment Recipient (whether or not known to such Lender, Letter of Credit Issuer, Secured Obligation due and owing by any Loan Party at such time, where such payment is a Rescindable Amount, then in or other Payment Recipient on its behalf) (any such eventfunds, each whether transmitted or received as a payment, prepayment or repayment of principal, interest, fees, distribution or otherwise, individually and collectively, an “Erroneous Payment”) and (y) demands in writing the return of such Person receiving Erroneous Payment (or a Rescindable Amount severally agrees 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 repay an Erroneous Payment unless such demand is made within five Business Days of the date of receipt of such Erroneous Payment by the applicable Payment Recipient), such Erroneous Payment shall at all times remain the property of the Administrative Agent pending its return or repayment as contemplated below in this Section 12.19 and held in trust for the benefit of the Administrative Agent, and such Lender, Letter of Credit Issuer or Secured Party shall (or, with respect to any Payment Recipient who received such funds on its behalf, shall cause such Payment Recipient to) promptly, but in no event later than two Business Days thereafter (or such later date as the Administrative Agent may, in its sole discretion, specify in writing), return to the Administrative Agent forthwith on the amount of any such Erroneous Payment (or portion thereof) as to which such a demand the Rescindable Amount received by such Person was made, in immediately available same day funds (in the currency so received), together with interest thereon, for thereon (except to the extent waived in writing by the Administrative Agent) in respect of each day from and including the date such Rescindable Amount is Erroneous Payment (or portion thereof) was received by it such Payment Recipient to but excluding the date of payment such amount is repaid to the Administrative Agent, Agent in same day funds at the greater Overnight Rate. A notice of the Federal Funds Rate Administrative Agent to any Payment Recipient under this clause (a) shall be conclusive, absent manifest error. (b) Without limiting immediately preceding clause (a), each Lender, Letter of Credit Issuer, Secured Party or any Person (other than the Borrower or any of its Subsidiaries) who has received funds on behalf of a Lender, Letter of Credit Issuer or Secured Party (and each of their respective successors and assigns), agrees that if it receives a rate determined payment, prepayment or repayment (whether received as a payment, prepayment or repayment of principal, interest, fees, distribution or otherwise) from the Administrative Agent (or any of its Affiliates) (x) that is in a different amount than, or on a different date from, that specified in this Agreement or in a notice of payment, prepayment or repayment sent by the Administrative Agent in accordance (or any of its Affiliates) with banking industry rules on interbank compensation. Each respect to such payment, prepayment or repayment, (y) that was not preceded or accompanied by a notice of payment, prepayment or repayment sent by the Administrative Agent (or any of its Affiliates), or (z) that such Lender, each L/C Issuer and each other Secured Party 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 Letter of a debt owed by another), “good consideration”, “change of position” or similar defenses (whether at law or in equity) to its obligation to return any Rescindable Amount. The Administrative Agent shall inform each Lender, L/C Credit Issuer or Secured Party, or other Secured Party that received a Rescindable Amount promptly upon determining that any payment made to such Person comprisedrecipient, otherwise becomes aware was transmitted, or received, in error or by mistake (in whole or in part), a Rescindable Amount. Each Person’s obligationsthen in each such case: (i) it acknowledges and agrees that (A) in the case of immediately preceding clauses (x) or (y), agreements an error and waivers under this Section mistake shall survive the resignation or replacement of be presumed to have been made (absent written confirmation from the Administrative Agent, any transfer of rights Agent to the contrary) or obligations by, or (B) an error and mistake has been made (in the replacement of, a Lender or L/C Issuer, the termination of the Revolving Credit Commitments and/or the repayment, satisfaction or discharge of all Secured Obligations (or any portion thereof) under any Loan Document.-231- #96562806v11

Recovery of Erroneous Payments. Notwithstanding anything to the contrary in this Agreement, if at any time the Administrative Agent determines (in its sole and absolute discretion) that it has made a payment hereunder in error to any Lender, L/C Issuer the Letter of Credit Issuer, the Swing Line Lender or any other Secured Party, whether or not in respect of a Secured an Obligation due and owing by any Loan Party Borrower at such time, where such payment is a Rescindable Amount, then in any such event, each such Person receiving a Rescindable Amount severally agrees to repay to the Administrative Agent forthwith on demand the Rescindable Amount received by such Person 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, at the greater of the Federal Funds Rate and a rate determined by the Administrative Agent in accordance with banking industry rules on interbank compensationOvernight Rate. Each Lender, each L/C Issuer the Letter of Credit Issuer, the Swing Line Lender and each other Secured Party 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), “good consideration”, “change of position” or similar defenses (whether at law or in equity) to its obligation to return any Rescindable Amount. The Administrative Agent shall inform each Lender, L/C the Letter of Credit Issuer or the Swing Line Lender and each other Secured Party that received a Rescindable Amount promptly upon determining that any payment made to such Person comprised, in whole or in part, a Rescindable Amount. Each Person’s obligations, agreements and waivers under this Section 10.14 shall survive the resignation or replacement of the Administrative Agent, any transfer of rights or obligations by, or the replacement of, a Lender Lender, the Letter of Credit Issuer or L/C Issuerthe Swing Line Lender, the termination of the Revolving Credit Commitments and/or the repayment, satisfaction or discharge of all Secured Obligations (or any portion thereof) under any Loan Document.

Recovery of Erroneous Payments. Notwithstanding anything to the contrary in this Agreement, if at any time the Administrative Agent determines (in its sole and absolute discretion) that it has made a payment hereunder in error to any Lender, L/C Issuer the Letter of Credit Issuer, the Swing Line Lender or any other Secured Party, whether or not in respect of a Secured an Obligation due and owing by any Loan Party Borrower at such time, where such payment is a Rescindable Amount, then in any such event, each such Person receiving a Rescindable Amount severally agrees to repay to the Administrative Agent forthwith on demand the Rescindable Amount received by such Person 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, at the greater of the Federal Funds Rate and a rate determined by the Administrative Agent in accordance with banking industry rules on interbank compensationOvernight Rate. Each Lender, each L/C Issuer the Letter of Credit Issuer, the Swing Line Lender and each other Secured Party 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), “good consideration”, “change of position” or similar defenses (whether at law or in equity) to its obligation to return any Rescindable Amount. The Administrative Agent shall inform each Lender, L/C the Letter of Credit Issuer or the Swing Line Lender and each other Secured Party that received a Rescindable Amount promptly upon determining that any payment made to such Person comprised, in whole or in part, a Rescindable Amount. Each Person’s obligations, agreements and waivers under this Section 10.14 shall survive the resignation or replacement of the Administrative Agent, any transfer of rights or obligations by, or the replacement of, a Lender Lender, the Letter of Credit Issuer or L/C Issuerthe Swing Line Lender, the termination of the Revolving Credit Commitments and/or the repayment, satisfaction or discharge of all Secured Obligations (or any portion thereof) under any Loan Document. ARTICLE XI MISCELLANEOUS 11.

Recovery of Erroneous Payments. Notwithstanding anything to the contrary Without limitation of any other provision in this Agreement, if at any time the Administrative Agent determines (in its sole and absolute discretion) that it has made makes a payment hereunder in error to any Lender, Lender or any L/C Issuer or other Secured (the “Lender Recipient Party”), whether or not in respect of a Secured an Obligation due and owing by any Loan Party the Borrowers at such time, where which the Administrative Agent determines (which determination shall be conclusive absent manifest error) that any of the following applies (such payment is a referred to as the “Rescindable Amount”): (1) the Borrowers have not in fact made such payment; (2) the Administrative Agent has made a payment in excess of the amount so paid by the Borrowers (whether or not then owed); or (3) the Administrative Agent has for any reason otherwise erroneously made such payment, then in any such event, each such Person Lender Recipient Party receiving a Rescindable Amount severally agrees to repay to the Administrative Agent forthwith on demand the Rescindable Amount received by such Person Lender Recipient Party 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, at the greater of the Federal Funds Rate and a rate determined by per annum equal to the Administrative Agent applicable Overnight Rate from time to time in accordance with banking industry rules on interbank compensationeffect. Each Lender, each L/C Issuer and each other Secured Lender Recipient Party 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), “good consideration”, “change of position” ) or similar defenses (whether at law or in equity) defense to its obligation to return any Rescindable Amount. The Administrative Agent shall inform each Lender, L/C Issuer or other Secured Lender Recipient Party that received a Rescindable Amount promptly upon determining that any payment made to such Person Lender Recipient Party comprised, in whole or in part, a Rescindable Amount. Each Person’s obligationsFor the avoidance of doubt, agreements and waivers under no Loan Party nor any of their respective Affiliates shall have any obligations or liabilities directly or indirectly arising out of this Section shall survive the resignation or replacement 9.16 in respect of the Administrative Agent, any transfer of rights or obligations by, or the replacement of, a Lender or L/C Issuer, the termination of the Revolving Credit Commitments and/or the repayment, satisfaction or discharge of all Secured Obligations (or any portion thereof) under any Loan DocumentRescindable Amount.

Recovery of Erroneous Payments. Notwithstanding anything to the contrary Without limitation of any other provision in this Agreement, if at any time the Administrative Agent determines (in its sole and absolute discretion) that it has made makes a payment hereunder in error to any LenderLender or the Issuing Bank (each, L/C Issuer or other Secured a “Lender Party”), whether or not in respect of a Secured an Obligation due and owing by any Loan Party the Borrowers at such timetime (any such payment, where such payment is a Rescindable Amountan “Erroneous Payment”), then in any such event, each such Person Lender Party receiving a Rescindable Amount an Erroneous Payment severally agrees to repay to the Administrative Agent forthwith on demand Agent, within two (2) Business Days of demand, the Rescindable Amount Erroneous Payment received by such Person Lender Party in immediately available funds (and in the currency so received), with interest thereon, thereon for each day from and including the date such Rescindable Amount Erroneous Payment is received by it to but excluding the date of payment to the Administrative Agent, at the greater of the Federal Funds Effective Rate and a rate determined by the Administrative Agent in accordance with banking industry rules on interbank compensation. Each Lender, each L/C Issuer and each other Secured Lender Party 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), “good consideration”, “change of position” ) or similar defenses (whether at law or in equity) defense to its obligation to return any Rescindable AmountErroneous Payment. The Administrative Agent shall inform each Lender, L/C Issuer or other Secured Lender Party that received a Rescindable Amount promptly upon determining that any payment made to such Person Lender Party comprised, in whole or in part, an Erroneous Payment (and such determination shall be conclusive absent manifest error). SCHEDULE I 2022 INCREMENTAL TERM LOAN COMMITMENT AMOUNTS 2022 Incremental Term Loan Lender 2022 Incremental Term Loan Commitment American AgCredit, PCA $10,600,000.00 Farm Credit of Florida, ACA $230,200,000.00 Farm Credit Services of America, PCA $9,200,000.00 TOTAL $250,000,000.00 *Farm Credit of Florida, ACA is assigning $223,700,000.00 of its 2022 Incremental Term Loan Commitment to CoBank, FCB on the 2022 Increased Amount Date. SCHEDULE 8.07(f) VOTING PARTICIPANTS Lender Assignee Voting Participant Initial 2022 Incremental Term Loan Commitment Amount Resulting 2022 Incremental Term Loan Commitment Amount/ Participation Amount* Farm Credit of Florida, ACA $230,200,000.00 $6,500,000.00 CoBank, FCB** $60,000,000.00 AgCountry Farm Credit Services, FLCA $10,700,000.00 AgFirst Farm Credit Bank $68,500,000.00 Compeer Financial, FLCA $21,200,000.00 Farm Credit Bank of Texas $15,000,000.00 Farm Credit East, ACA $5,900,000.00 Farm Credit Mid-America, FLCA $11,000,000.00 Farm Credit West, FLCA $7,300,000.00 GreenStone Farm Credit Services, FLCA $3,100,000.00 High Plains Farm Credit, FLCA $6,000,000.00 Horizon Farm Credit, FLCA $15,000,000.00 TOTAL $230,200,000.00 $230,200,000.00 ** For voting purposes only. Gives effect to all assignments and all sales of participations to Voting Participants as of the Fifth Amendment Effective Date. EXHIBIT A FORM OF 2022 INCREMENTAL TERM LOAN NOTE Dated: , 2022 FOR VALUE RECEIVED, the undersigned, Rayonier, L.P., a Rescindable AmountDelaware limited partnership (the “Borrower”), HEREBY PROMISES TO PAY to the order of __________ (the “Lender”) for the account of its Applicable Lending Office (as defined in the Credit Agreement referred to below) on the Maturity Date (as defined in the Incremental Term Loan Agreement referred to below) the principal amount of each 2022 Incremental Term Loan Advance from time to time made by the Lender to the Borrower pursuant to (a) the Credit Agreement, dated as of August 5, 2015, among Rayonier Inc., Rayonier TRS Holdings, Inc., Rayonier Operating Company LLC and Rayonier, L.P., as borrowers, the lenders parties thereto and CoBank, ACB, as Issuing Bank, Swing Line Lender and Administrative Agent for the Lender and such other lenders (as amended or modified from time to time, the “Credit Agreement”) and (b) the Fifth Amendment, Incremental Term Loan Agreement and Amendment to Guarantee Agreement, dated as of December 14, 2022, (the “Incremental Term Loan Agreement”; capitalized terms used herein and not defined herein shall have the meanings given to such terms in the Credit Agreement or Incremental Term Loan Agreement, as applicable), among Rayonier Inc., Rayonier TRS Holdings Inc., Rayonier Operating Company LLC and Rayonier, L.P., as borrowers, the Lender and certain other lenders party thereto and CoBank, ACB as Administrative Agent. Each Person’s obligationsThe Borrower promises to pay interest on the unpaid principal amount of each 2022 Incremental Term Loan Advance from the date of such 2022 Incremental Term Loan Advance until such principal amount is paid in full, agreements at such interest rates, and waivers under this Section shall survive payable at such times, as are specified in the resignation or replacement Credit Agreement and the Incremental Term Loan Agreement, as applicable. Both principal and interest are payable in lawful money of the United States of America to CoBank, as Administrative Agent, at the Administrative Agent’s Account, in same day funds. Each 2022 Incremental Term Loan Advance made by the Lender to the Borrower pursuant to the Credit Agreement or the Incremental Term Loan Agreement, as applicable, and all payments made on account of principal thereof, shall be recorded by the Lender and, prior to any transfer hereof, may be endorsed on the grid attached hereto which is part of this 2022 Incremental Term Loan Note. This 2022 Incremental Term Loan Note is one of the Notes referred to in, and is entitled to the benefits of, the Credit Agreement and the Incremental Term Loan Agreement. The Credit Agreement and the Incremental Term Loan Agreement, among other things, (i) provide for the making of 2022 Incremental Term Loan Advances by the Lender to the Borrower from time to time, the indebtedness of the Borrower resulting from each such 2022 Incremental Term Loan Advance being evidenced by this Term Loan Note and (ii) contain provisions for acceleration of the maturity hereof upon the happening of certain stated events and also for prepayments on account of principal hereof prior to the maturity hereof upon the terms and conditions therein specified. The Borrower hereby waives presentment, demand, protest and notice of any kind. No failure to exercise, and no delay in exercising, any transfer rights hereunder on the part of rights or obligations the holder hereof shall operate as a waiver of such rights. This 2022 Incremental Term Loan Note shall be governed by, or the replacement of, a Lender or L/C Issuerand construed in accordance with, the termination laws of the Revolving State of New York. RAYONIER, L.P. By Name: Title: ADVANCES AND PAYMENTS OF PRINCIPAL Date Amount of 2022 Incremental Term Loan Advance Amount of Principal Paid or Prepaid Unpaid Principal Balance Notation Made By EXHIBIT B -- FORM OF NOTICE OF BORROWING CoBank, ACB, as Administrative Agent [and as Swing Line Lender] for the Lenders parties to the Credit Commitments and/or Agreement referred to below Electronic Mail: xxxxxxxxxx@xxxxxx.xxx Facsimile: 000-000-0000 [Date] Attention: Agency Department Ladies and Gentlemen: The undersigned, [NAME OF A BORROWER], refers to the repaymentCredit Agreement, satisfaction dated as of August 5, 2015 (as amended or discharge modified from time to time, the “Credit Agreement”, the terms defined therein being used herein as therein defined), among Rayonier Inc., Rayonier TRS Holdings Inc., Rayonier Operating Company LLC and Rayonier, L.P., as borrowers, certain Lenders parties thereto and CoBank, ACB, as Administrative Agent for said Xxxxxxx, and as Issuing Bank and Swing Line Lender, and hereby gives you notice, irrevocably, pursuant to Section [2.02][2.19][2.25] of all Secured Obligations the Credit Agreement that the undersigned hereby requests a Borrowing under the Credit Agreement, and in that connection sets forth below the information relating to such proposed Borrowing (or any portion thereofthe “Proposed Borrowing”) under any Loan Document.as required by Section [2.02(a)][2.19][2.25] of the Credit Agreement:

Recovery of Erroneous Payments. Notwithstanding anything to the contrary in this Agreement, if at any time the Administrative Agent determines (in its sole and absolute discretion) that it has made a payment hereunder in error to any Lender, L/C Swingline Lender, LC Issuer or other Secured Partyany Bank Product Provider, whether or not in respect of a Secured an Obligation due and owing by any Loan Party Borrower at such time, where any of the following applies (such payment is a referred to as the “Rescindable Amount”): (1) the Borrower has not in fact made the corresponding payment to the Administrative Agent; (2) the Administrative Agent has made a payment in excess of the amount(s) received by it from the Borrower either individually or in the aggregate (whether or not then owed); or (3) the Administrative Agent has for any reason otherwise erroneously made such payment, then in any such event, each such Person receiving a Rescindable Amount severally agrees to repay to the Administrative Agent forthwith on demand the Rescindable Amount received by such Person 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, at the greater of the Federal Funds Rate and a rate determined by the Administrative Agent in accordance with banking industry rules on interbank compensation. Each Lender, each L/C Swingline Lender, each LC Issuer and each other Secured Party Bank Product Provider 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), “good consideration”, “change of position” or similar defenses (whether at law or in equity) to its obligation to return any Rescindable Amount. The Administrative Agent shall inform each Lender, L/C 119 Swingline Lender, LC Issuer or such other Secured Party Bank Product Provider that received a Rescindable Amount promptly upon determining that any payment made to such Person comprised, in whole or in part, a Rescindable Amount. Each Person’s obligations, agreements and waivers under this Section 8.15 shall survive the resignation or replacement of the Administrative Agent, any transfer of rights or obligations by, or the replacement of, a Lender, Swingline Lender or L/C LC Issuer, the termination of the Revolving Credit Commitments and/or the repayment, satisfaction or discharge of all Secured Obligations (or any portion thereof) under any Loan Credit Document.

Recovery of Erroneous Payments. Notwithstanding anything to the contrary (a) Without limitation of any other provision in this Agreement, if at any time the Administrative Agent determines (in its sole and absolute discretion) that it has made makes a payment hereunder in error to any Lender, L/C Issuer or other Secured Lender Recipient Party, whether or not in respect of a Secured an Obligation due and owing by any Loan Party Borrower at such time, where such payment is a Rescindable Amount, then in any such event, each such Person Lender Recipient Party receiving a Rescindable Amount severally agrees to repay to the Administrative Agent forthwith on demand the Rescindable Amount received by such Person Lender Recipient Party 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, at the greater of the Federal Funds Rate and a rate determined by the Administrative Agent in accordance with banking industry rules on interbank compensationcompensation from time to time in effect. Each LenderTo the extent permitted by Applicable Law, each L/C Issuer Lender Recipient Party shall not assert, and each other Secured Party hereby irrevocably waives , as to Agent, any and all defensesclaims, counterclaims, defenses or rights of set-off or recoupment with respect to any demand, claim or counterclaim by Agent, 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), “good consideration”, “change of position” ) or similar defenses (whether at law doctrine or in equity) defense to its obligation to return any Rescindable Amount. The Administrative Agent shall inform each Lender, L/C Issuer or other Secured Lender Recipient Party that received a Rescindable Amount promptly upon determining that any payment made to such Person Lender Recipient Party comprised, in whole or in part, a Rescindable Amount. (b) Each Person’s obligations, agreements and waivers under this Section shall survive the resignation Lender Recipient Party hereby further agrees that if it receives a payment from Agent or replacement any of the Administrative Agent, any transfer of rights or obligations byits Affiliates (x) that is in a different amount than, or the replacement ofon a different date from, that specified in a Lender or L/C Issuer, the termination notice of the Revolving Credit Commitments and/or the repayment, satisfaction or discharge of all Secured Obligations payment sent by Agent (or any of its Affiliates) with respect to such payment (a “Payment Notice”) or (y) that was not preceded or accompanied by a Payment Notice, it shall be on notice, in each such case, that an error has been made with respect to such payment. Each Lender agrees that, in each such case, or if it otherwise becomes aware a payment (or portion thereof) under may have been sent in error, such Lender shall promptly notify Agent of such occurrence and, upon demand from Agent, it shall promptly, but in no event later than one Business Day thereafter, return to Agent the amount of any Loan Document.such payment (or portion thereof) as to which such a demand was made in same day funds, together with interest thereon in respect of each day from and including the date such payment (or portion thereof) was received by such Lender to the date such amount is repaid to Agent at the greater of the Federal Funds Rate and a

Recovery of Erroneous Payments. Notwithstanding anything to the contrary in this Agreement, if at any time the Administrative Agent determines (in its sole and absolute discretion) that it has made a payment hereunder in error to any Lender, L/C Issuer or other Secured Party, whether or not in respect of a Secured Obligation Obligations due and owing by any Loan Party a Borrower at such time, where such payment is a Rescindable Amount, then in any such event, each such Person receiving a Rescindable Amount severally agrees to (a) repay to the Administrative Agent forthwith on demand the Rescindable Amount received by such Person 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, at the greater Overnight Rate, (b) that such Rescindable Amount shall at all times remain the property of the Federal Funds Rate Administrative Agent pending its return or repayment as contemplated in this Section 10.12 and held in trust for the benefit of the Administrative Agent by such Person receiving such Rescindable Amount, and (c) that the Administrative Agent shall be subrogated to all the rights and interests of any Person receiving a rate determined Rescindable Amount that is not recovered by the Administrative Agent in accordance with banking industry rules on interbank compensationAgent. Each Lender, each L/C Issuer and each other Secured Party 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), “good consideration”, “change of position” or similar defenses (whether at law or in equity) to its obligation to return any Rescindable Amount, and authorizes the Administrative Agent to set off, net and apply any and all amounts at any time owing or payable to, or otherwise distributable by the Administrative Agent to, such Lender or Secured Party against any Rescindable Amount demanded to be returned hereunder. The Administrative Agent shall inform each Lender, L/C Issuer or other Secured Party that received a Rescindable Amount promptly upon determining that any payment made to such Person comprised, in whole or in part, a Rescindable Amount. Each Person’s obligations, agreements and waivers under this Section 10.12 shall survive the resignation or replacement of the Administrative Agent, any transfer of rights or obligations by, or the replacement of, a Lender or L/C Issuer, the termination of the Revolving Credit Commitments and/or the repayment, satisfaction or discharge of all Secured Obligations (or any portion thereof) under any Loan Document.

Recovery of Erroneous Payments. Notwithstanding anything to the contrary in this Agreement, if at any time the Administrative Agent determines (in its sole and absolute discretion) that it has made a payment hereunder in error to any Lender, L/C Issuer the Letter of Credit Issuer, the Swing Line Lender or any other Secured Party, whether or not in respect of a Secured an Obligation due and owing by any Loan Party Borrower at such time, where such payment is a Rescindable Amount, then in any such event, each such Person receiving a Rescindable Amount severally agrees to repay to the Administrative Agent forthwith on demand the Rescindable Amount received by such Person 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, at the greater of the Federal Funds Rate and a rate determined by the Administrative Agent in accordance with banking industry rules on interbank compensation. Each Lender, each L/C Issuer the Letter of Credit Issuer, the Swing Line Lender and each other Secured Party 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), “good consideration”, “change of position” or similar defenses (whether at law or in equity) to its obligation to return any Rescindable Amount. The Administrative Agent shall inform each Lender, L/C the Letter of Credit Issuer or the Swing Line Lender and each other Secured Party that received a Rescindable Amount promptly upon determining that any payment made to such Person comprised, in whole or in part, a Rescindable Amount. Each Person’s obligations, agreements and waivers under this Section 10.15 shall survive the resignation or replacement of the Administrative Agent, any transfer of rights or obligations by, or the replacement of, a Lender Lender, the Letter of Credit Issuer or L/C Issuerthe Swing Line Lender, the termination of the Revolving Credit Commitments and/or the repayment, satisfaction or discharge of all Secured Obligations (or any portion thereof) under any Loan Document.. ARTICLE XI MISCELLANEOUS 11.01

Recovery of Erroneous Payments. Notwithstanding anything to the contrary Without limitation of any other provision in this Agreement, if at any time the Administrative Agent determines (in its sole and absolute discretion) that it has made makes a payment hereunder in error to any Lender, L/C Issuer or other Secured Lender Recipient Party, whether or not in respect of a Secured an Obligation due and owing by any Loan Party the Borrower at such time, where such payment is a Rescindable Amount, then in any such event, each such Person Lender Recipient Party receiving a Rescindable Amount severally agrees to repay to the Administrative Agent forthwith on demand the Rescindable Amount received by such Person Lender Recipient Party 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, at the greater of the Federal Funds Rate and a rate determined by the Administrative Agent in accordance with banking industry rules on interbank compensation. Each Lender, each L/C Issuer and each other Secured Lender Recipient Party 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), “good consideration”, “change of position” ) or similar defenses (whether at law or in equity) defense to its obligation to return any Rescindable Amount. The Administrative Agent shall inform each Lender, L/C Issuer or other Secured Lender Recipient Party that received a Rescindable Amount promptly upon determining that any payment made to such Person Lender Recipient Party comprised, in whole or in part, a Rescindable Amount. Each Person’s obligations, agreements and waivers under this Section “Rescindable Amount” shall survive mean any payment that the resignation or replacement Administrative Agent makes for the account of the Administrative Agent, Lenders or any transfer of rights or obligations by, or the replacement of, a Lender or L/C Issuer, Issuer hereunder as to which the termination Administrative Agent determines (which determination shall be conclusive absent manifest error) that any of the Revolving Credit Commitments and/or following applies: (1) the repaymentBorrower has not in fact made such payment, satisfaction (2) the Administrative Agent has made a payment in excess of the amount so paid by the Borrower (whether or discharge of all Secured Obligations not then owed), or (or 3) the Administrative agent has for any portion thereof) under any Loan Documentreason otherwise erroneously made such payment.

Recovery of Erroneous Payments. Notwithstanding anything to the contrary in this Agreement, if at any time the Administrative Agent determines (in its sole and absolute discretion) that it has made a payment hereunder in error to any Lender, L/C Issuer or other Secured Party, whether or not in respect of a Secured an Obligation due and owing by any Loan Party Borrower at such time, where such payment is a Rescindable Amount, then in any such event, each such Person receiving a Rescindable Amount severally agrees to repay to the Administrative Agent forthwith on demand the Rescindable Amount received by such Person 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, at the greater of the Federal Funds Rate and a rate determined by the Administrative Agent in accordance with banking industry rules on interbank compensation. Each Lender, each L/C Issuer and each other Secured Party 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), “good consideration”, “change of position” or similar defenses (whether at law or in equity) to its obligation to return any Rescindable Amount. The Administrative Agent shall inform each Lender, L/C Issuer or other Secured Party that received a Rescindable Amount promptly upon determining that any payment made to such Person comprised, in whole or in part, a Rescindable Amount. Each Person’s obligations, agreements and waivers under this Section 10.14 shall survive the resignation or replacement of the Administrative Agent, any transfer of rights or obligations by, or the replacement of, a Lender or L/C Issuer, the termination of the Revolving Credit Commitments and/or the repayment, satisfaction or discharge of all Secured Obligations (or any portion thereof) under any Loan Document.

Recovery of Erroneous Payments. Notwithstanding anything to the contrary in this Agreement, if at any time the Administrative Agent determines (in its sole and absolute discretion) that it has made a payment hereunder in error to any Lender, L/C Issuer the Letter of Credit Issuer, the Swing Line Lender or any other Secured Party, whether or not in respect of a Secured an Obligation due and owing by any Loan Party Borrower at such time, where such payment is a Rescindable Amount, then in any such event, each such Person receiving a Rescindable Amount severally agrees to repay to the Administrative Agent forthwith on demand the Rescindable Amount received by such Person 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, at the greater of the Federal Funds Rate and a rate determined by the Administrative Agent in accordance with banking industry rules on interbank compensation. Each Lender, each L/C Issuer the Letter of Credit Issuer, the Swing Line Lender and each other Secured Party 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), “good consideration”, “change of position” or similar defenses (whether at law or in equity) to its obligation to return any Rescindable Amount. The Administrative Agent shall inform each Lender, L/C the Letter of Credit Issuer or the Swing Line Lender and each other Secured Party that received a Rescindable Amount promptly upon determining that any payment made to such Person comprised, in whole or in part, a Rescindable Amount. Each Person’s obligations, agreements and waivers under this Section 10.15 shall survive the resignation or replacement of the Administrative Agent, any transfer of rights or obligations by, or the replacement of, a Lender Lender, the Letter of Credit Issuer or L/C Issuerthe Swing Line Lender, the termination of the Revolving Credit Commitments and/or the repayment, satisfaction or discharge of all Secured Obligations (or any portion thereof) under any Loan Document. (e) The Schedules to the Existing Credit Agreement are hereby amended to add the schedule attached hereto as Exhibit A as a new Schedule 1.01(c) thereto. 3.

Recovery of Erroneous Payments. Notwithstanding anything to the contrary Without limitation of any other provision in this Agreement, if at any time the Administrative Agent determines (in its sole and absolute discretion) that it has made makes a payment hereunder in error to any Lender, L/C Issuer or other Secured Party, whether or not in respect of a Secured an Obligation due and owing by any Loan Party the Borrower at such time, where such payment is a Rescindable Amount, then in any such event, each such Person Lender receiving a Rescindable Amount severally agrees to repay to the Administrative Agent forthwith on demand the Rescindable Amount received by such Person Lender 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, at the greater of the Federal Funds Rate and a rate determined by the Administrative Agent in accordance with banking industry rules on interbank compensation. Each Lender, each L/C Issuer and each other Secured Party Lender 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), “good consideration”, “change of position” ) or similar defenses (whether at law or in equity) defense to its obligation to return any Rescindable Amount. The Administrative Agent shall inform each Lender, L/C Issuer or other Secured Party that received a Rescindable Amount Lender promptly upon determining that any payment made to such Person Lender comprised, in whole or in part, a Rescindable Amount. Each Person’s obligations, agreements and waivers under this Section “Rescindable Amount” shall survive mean any payment that the resignation or replacement Administrative Agent makes for the account of the Lenders hereunder as to which the Administrative AgentAgent determines (which determination shall be conclusive absent manifest error) that any of the following applies: (1) the Borrower has not in fact made such payment, any transfer (2) the Administrative Agent has made a payment in excess of rights the amount so paid by the Borrower (whether or obligations bynot then owed), or (3) the replacement of, a Lender or L/C Issuer, the termination of the Revolving Credit Commitments and/or the repayment, satisfaction or discharge of all Secured Obligations (or Administrative Agent has for any portion thereof) under any Loan Documentreason otherwise erroneously made such payment.

Recovery of Erroneous Payments. Notwithstanding anything to the contrary in this Agreement, if at any time (a) If the Administrative Agent determines (in its sole and absolute discretionx) that it has made notifies a payment hereunder in error to any Lender, L/C Issuer or other Secured Party, or any Person who has received funds on behalf of a Lender, L/C Issuer or Secured Party (any such Lender, L/C Issuer, Secured Party or other recipient (and each of their respective successors and assigns), a “Payment Recipient”) that the Administrative Agent has determined in its sole discretion (whether or not after receipt of any notice under immediately succeeding clause (b)) that any funds (as set forth in respect such notice from the Administrative Agent) received by such Payment Recipient from the Administrative Agent or any of a its Affiliates were erroneously or mistakenly transmitted to, or otherwise erroneously or mistakenly received by, such Payment Recipient (whether or not known to such Lender, L/C Issuer, Secured Obligation due and owing by any Loan Party at such time, where such payment is a Rescindable Amount, then in or other Payment Recipient on its behalf) (any such eventfunds, each whether transmitted or received as a payment, prepayment or repayment of principal, interest, fees, distribution or otherwise, individually and collectively, an “Erroneous Payment”) and (y) demands in writing the return of such Person receiving Erroneous Payment (or a Rescindable Amount severally agrees 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 9.09(b) 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 repay any Payment Recipient who received such funds on its behalf, shall cause such Payment Recipient to) promptly, but in no event later than two Business Days thereafter (or such later date as the Administrative Agent may, in its sole discretion, specify in writing), return to the Administrative Agent forthwith on the amount of any such Erroneous Payment (or portion thereof) as to which such a demand the Rescindable Amount received by such Person was made, in immediately available same day funds (in the currency so received), together with interest thereon, for thereon (except to the extent waived in writing by the Administrative Agent) in respect of each day from and including the date such Rescindable Amount is Erroneous Payment (or portion thereof) was received by it such Payment Recipient to but excluding the date of payment such amount is repaid to the Administrative Agent, Agent in same day funds at the greater of the Federal Funds Effective Rate and a rate determined by the Administrative Agent in accordance with banking industry rules on interbank compensationcompensation from time to time in effect. Each Lender, each L/C Issuer and each other Secured Party 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), “good consideration”, “change of position” or similar defenses (whether at law or in equity) to its obligation to return any Rescindable Amount. The Administrative Agent shall inform each Lender, L/C Issuer or other Secured Party that received a Rescindable Amount promptly upon determining that any payment made to such Person comprised, in whole or in part, a Rescindable Amount. Each Person’s obligations, agreements and waivers under this Section shall survive the resignation or replacement A notice of the Administrative AgentAgent to any Payment Recipient under this clause (a) shall be conclusive, any transfer of rights or obligations by, or the replacement of, a Lender or L/C Issuer, the termination of the Revolving absent manifest error. AMERICAS/2023410772.1 2023410772.9 183 Credit Commitments and/or the repayment, satisfaction or discharge of all Secured Obligations (or any portion thereof) under any Loan Document.Agreement

Recovery of Erroneous Payments. Notwithstanding anything to the contrary in this Agreement, if at any time the Administrative Agent determines (in its sole and absolute discretion) that it has made a payment hereunder in error to any Lender, L/C Issuer Issuing Bank or other Secured Party, whether or not in respect of a Secured an Obligation due and owing by any Loan Party Borrower at such time, where such payment is a Rescindable Amount, then in any such event, each such Person receiving a Rescindable Amount severally agrees to repay to the Administrative Agent forthwith on demand the Rescindable Amount received by such Person 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, at the greater of the Federal Funds Effective Rate and a rate determined by the Administrative Agent in accordance with banking industry rules on interbank compensation. Each Lender, each L/C Issuer Issuing Bank and each other Secured Party 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), “good consideration”, “change of position” or similar defenses (whether at law or in equity) to its obligation to return any Rescindable Amount. The Administrative Agent shall inform each Lender, L/C Issuer Issuing Bank or other Secured Party that received a Rescindable Amount promptly upon determining that any payment made to such Person comprised, in whole or in part, a Rescindable Amount. Each Person’s obligations, agreements and waivers under this Section 8.12 shall survive the resignation or replacement of the Administrative Agent, any transfer of rights or obligations by, or the replacement of, a Lender or L/C IssuerIssuing Bank, the termination of the Revolving Credit Commitments and/or the repayment, satisfaction or discharge of all Secured Loan Document Obligations (or any portion thereof) under any Loan Document.. 1WEIL:\98776409\2\27507.0003WEIL:\98776409\2\27507.0003 NAI-1532775236v11532775236v9 142 Blue Bird Body Company Credit Agreement ARTICLE IX

Recovery of Erroneous Payments. Notwithstanding anything to the contrary Without limitation of any other provision in this Agreement, if at any time the Administrative Agent determines (in its sole and absolute discretion) that it has made Agent, the Collateral Administrator or the Intermediary, as applicable, makes a payment hereunder in error to any Lender, L/C Issuer or other Secured Party, whether or not in respect of a Secured an Obligation due and owing by any Loan Party the Borrower at such time, where such payment is a Rescindable Amount, then in any such event, each such Person Lender receiving a Rescindable Amount severally agrees to repay to the Administrative Agent Agent, the Collateral Administrator or the Intermediary, as applicable, forthwith on demand the Rescindable Amount received by such Person Lender 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, the Collateral Administrator or the Intermediary, as applicable, at the greater of the Federal Funds Rate and a rate determined by the Administrative Agent Agent, the Collateral Administrator or the Intermediary, as applicable, in accordance with banking industry rules on interbank compensation. Each Lender, each L/C Issuer and each other Secured Party Lender 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), “good consideration”, “change of position” ) or similar defenses (whether at law or in equity) defense to its obligation to return any Rescindable Amount. The Administrative Agent Agent, the Collateral Administrator or the Intermediary, as applicable, shall inform each Lender, L/C Issuer or other Secured Party that received a Rescindable Amount Lender promptly upon determining that any payment made to such Person Lender comprised, in whole or in part, a Rescindable Amount. Each Person’s obligations, agreements and waivers under this Section shall survive the resignation or replacement of the Administrative Agent, any transfer of rights or obligations by, or the replacement of, a Lender or L/C Issuer, the termination of the Revolving Credit Commitments and/or the repayment, satisfaction or discharge of all Secured Obligations (or any portion thereof) under any Loan Document.

Recovery of Erroneous Payments. Notwithstanding anything to the contrary in this Agreement, if at any time the Administrative Agent determines (in its sole and absolute discretion) that it has made a payment hereunder in error to any Lender, L/C the Letter of Credit Issuer or any other Secured Party, whether or not in respect of a Secured an Obligation due and owing by any Loan Party at such time, where such payment is a Rescindable Amount, then in any such event, each such Person receiving a Rescindable Amount severally agrees to repay to the Administrative Agent forthwith on demand the Rescindable Amount received by such Person 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, at the greater of the Federal Funds Rate and a rate determined by the Administrative Agent in accordance with banking industry rules on interbank compensation. Each Lender, each L/C the Letter of Credit Issuer and each other Secured Party 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), “good consideration”, “change of position” or similar defenses (whether at law or in equity) to its obligation to return any Rescindable Amount. The Administrative Agent shall inform each Lender, L/C the Letter of Credit Issuer or and each other Secured Party that received a Rescindable Amount promptly upon determining that any payment made to such Person comprised, in whole or in part, a Rescindable Amount. Each Person’s obligations, agreements and waivers under this Section 10.14 shall survive the resignation or replacement of the Administrative Agent, any transfer of rights or obligations by, or the replacement of, a Lender or L/C the Letter of Credit Issuer, the termination of the Revolving Credit Commitments and/or the repayment, satisfaction or discharge of all Secured Obligations (or any portion thereof) under any Loan Document.

Recovery of Erroneous Payments. Notwithstanding anything to the contrary in this Agreement, if at any time the Administrative Agent determines (in its sole and absolute discretion) that it has made a payment hereunder in error to any Lender, L/C Issuer Term Loan Lender or any other Secured Party, whether or not in respect of a Secured an Obligation due and owing by any Loan Party at such time, where such payment is a Rescindable Amount, then in any such event, each such Person receiving a Rescindable Amount severally agrees to repay to the Administrative Agent forthwith on demand the Rescindable Amount received by such Person 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, at the greater of the Federal Funds Rate and a rate determined by the Administrative Agent in accordance with banking industry rules on interbank compensation. Each Lender, each L/C Issuer Term Loan Lender and each other Secured Party 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), “good consideration”, “change of position” or similar defenses (whether at law or in equity) to its obligation to return any Rescindable Amount. The Administrative Agent shall inform each Lender, L/C Issuer or Term Loan Lender and each other Secured Party that received a Rescindable Amount promptly upon determining that any payment made to such Person comprised, in whole or in part, a Rescindable Amount. Each Person’s obligations, agreements and waivers under this Section 10.14 shall survive the resignation or replacement of the Administrative Agent, any transfer of rights or obligations by, or the replacement of, a Lender or L/C IssuerTerm Lender, the termination of the Revolving Credit Commitments and/or the repayment, satisfaction or discharge of all Secured Obligations (or any portion thereof) under any Loan Document.

Recovery of Erroneous Payments. Notwithstanding anything to the contrary Without limitation of any other provision in this Agreement, if at any time the Administrative Agent determines (in its sole and absolute discretion) that it has made makes a payment hereunder in error to any Lender, L/C Issuer or other Secured Lender Recipient Party, whether or not in respect of a Secured an Obligation due and owing by any Loan Party the Borrower at such time, where such payment is a Rescindable Amount, then in any such event, each such Person Lender Recipient Party receiving a Rescindable Amount severally agrees to repay to the Administrative Agent forthwith on demand the Rescindable Amount received by such Person Lender Recipient Party 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, at the greater of the Federal Funds Effective Rate and a rate determined by the Administrative Agent in accordance with banking industry rules on interbank compensation. Each Lender, each L/C Issuer and each other Secured Lender Recipient Party 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), “good consideration”, “change of position” ) or similar defenses (whether at law or in equity) defense to its obligation to return any Rescindable Amount. The Administrative Agent shall inform each Lender, L/C Issuer or other Secured Lender Recipient Party that received a Rescindable Amount promptly upon determining that any payment made to such Person Lender Recipient Party comprised, in whole or in part, a Rescindable Amount. Each Person’s obligationsThe parties hereto agree that an Erroneous Payment shall not pay, agreements and waivers under this prepay, repay, discharge or otherwise satisfy any Obligations owed by the Borrower or any other Loan Party. This Section 9.13 shall survive not be interpreted to increase (or accelerate the resignation due date for), or replacement 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 that, any transfer for the avoidance of rights or obligations by, or the replacement of, a Lender or L/C Issuerdoubt, the termination immediately preceding sentence 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 Revolving Credit Commitments and/or Administrative Agent from the repayment, satisfaction or discharge Borrower for the purpose of all Secured Obligations (or any portion thereof) under any Loan Documentmaking such Erroneous Payment.

Recovery of Erroneous Payments. Notwithstanding anything to the contrary in this Agreement, if at any time the Administrative Agent determines (in its sole and absolute discretion) that it has made a payment hereunder in error to any Lender, Swing Line Lender, L/C Issuer or other Secured Party, whether or not in respect of a Secured an Obligation due and owing by any Loan Party Borrower at such time, where such payment is a Rescindable Amount, then in any such event, each such Person receiving a Rescindable Amount severally agrees to repay to the Administrative Agent forthwith on demand the Rescindable Amount received by such Person 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, at the greater of the Federal Funds Rate and a rate determined by the Administrative Agent in accordance with banking industry rules on interbank compensation. Each Lender, Swing Line Lender, each L/C Issuer and each other Secured Party 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), “good consideration”, “change of position” or similar defenses (whether at law or in equity) to its obligation to return any Rescindable Amount. The Administrative Agent shall inform each Lender, Swing Line Lender, L/C Issuer or other Secured Party that received a Rescindable Amount promptly upon determining that any payment made to such Person comprised, in whole or in part, a Rescindable Amount. Each Person’s obligations, agreements and waivers under this Section 10.14 shall survive the resignation or replacement of the Administrative Agent, any transfer of rights or obligations by, or the replacement of, a Lender, Swing Line Lender or L/C Issuer, the termination of the Revolving Credit Commitments and/or the repayment, satisfaction or discharge of all Secured Obligations (or any portion thereof) under any Loan Document.

Recovery of Erroneous Payments. Notwithstanding anything to the contrary in this Agreement, (i)Each Lender and any other party hereto hereby severally agrees that if at any time (i) the Administrative Agent determines notifies (which such notice shall be conclusive absent manifest error) such Lender or any other Person that has received funds from the Administrative Agent or any of its Affiliates, either for its own account or on behalf of a Lender (each such recipient, a “Payment Recipient”) that the Administrative Agent has determined in its sole and absolute discretion) discretion that it has made a payment hereunder in error to any Lenderfunds received by such Payment Recipient were erroneously transmitted to, L/C Issuer or other Secured Partyotherwise erroneously or mistakenly received by, such Payment Recipient (whether or not in respect of a Secured Obligation due and owing by known to such Payment Recipient) or (ii) any Loan Party at such time, where such Payment Recipient receives any payment is a Rescindable Amount, then in any such event, each such Person receiving a Rescindable Amount severally agrees to repay to from the Administrative Agent forthwith (or any of its Affiliates) (x) that is in a different amount than, or on demand the Rescindable Amount received by such Person a different date from, that specified in immediately available funds in the currency so receiveda notice of payment, 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, at the greater of the Federal Funds Rate and a rate determined prepayment or repayment sent by the Administrative Agent (or any of its Affiliates) with respect to such payment, prepayment or repayment, as applicable, (y) that was not preceded or accompanied by a notice of payment, prepayment or repayment sent by the Administrative Agent (or any of its Affiliates) with respect to such payment, prepayment or repayment, as applicable, or (z) that such Payment Recipient otherwise becomes aware was transmitted or received in accordance with banking industry rules on interbank compensationerror or by mistake (in whole or in part) then, in each case, an error in payment shall be presumed to have been made (any such amounts specified in clauses (i) or (ii) of this Section 10.14(a), whether received as a payment, prepayment or repayment of principal, interest, fees, distribution or otherwise; individually and collectively, an “Erroneous Payment”), then, in each case, such Payment Recipient is deemed to have knowledge of such error at the time of its receipt of such Erroneous Payment; provided that nothing in this Section shall require the Administrative Agent to provide any of the notices specified in clauses (i) or (ii) above. Each LenderPayment Recipient agrees that it shall not assert any right or claim to any Erroneous Payment, each L/C Issuer and each other Secured Party irrevocably hereby waives any and all defensesclaim, 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 107 Erroneous Payments, including without limitation waiver of any defense based on “discharge for value” (under which a creditor might otherwise claim a right to retain funds mistakenly paid by a third party in respect of a debt owed by another), “good consideration”, “change of position” or similar defenses (whether at law or in equity) to its obligation to return any Rescindable Amount. The Administrative Agent shall inform each Lender, L/C Issuer or other Secured Party that received a Rescindable Amount promptly upon determining that any payment made to such Person comprised, in whole or in part, a Rescindable Amount. Each Person’s obligations, agreements and waivers under this Section shall survive the resignation or replacement of the Administrative Agent, any transfer of rights or obligations by, or the replacement of, a Lender or L/C Issuer, the termination of the Revolving Credit Commitments and/or the repayment, satisfaction or discharge of all Secured Obligations (or any portion thereof) under any Loan Documentsimilar doctrine.

Recovery of Erroneous Payments. Notwithstanding anything to the contrary in this Agreement, if at any time the Administrative Agent determines (in its sole and absolute discretion) that it has made a payment hereunder in error to any Lender, L/C Issuer the Letter of Credit Issuer, the Swing Line Lender 144 or any other Secured Party, whether or not in respect of a Secured an Obligation due and owing by any Loan Party Borrower at such time, where such payment is a Rescindable Amount, then in any such event, each such Person receiving a Rescindable Amount severally agrees to repay to the Administrative Agent forthwith on demand the Rescindable Amount received by such Person 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, at the greater of the Federal Funds Rate and a rate determined by the Administrative Agent in accordance with banking industry rules on interbank compensationOvernight Rate. Each Lender, each L/C Issuer the Letter of Credit Issuer, the Swing Line Lender and each other Secured Party 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), “good consideration”, “change of position” or similar defenses (whether at law or in equity) to its obligation to return any Rescindable Amount. The Administrative Agent shall inform each Lender, L/C the Letter of Credit Issuer or the Swing Line Lender and each other Secured Party that received a Rescindable Amount promptly upon determining that any payment made to such Person comprised, in whole or in part, a Rescindable Amount. Each Person’s obligations, agreements and waivers under this Section 10.14 shall survive the resignation or replacement of the Administrative Agent, any transfer of rights or obligations by, or the replacement of, a Lender Lender, the Letter of Credit Issuer or L/C Issuerthe Swing Line Lender, the termination of the Revolving Credit Commitments and/or the repayment, satisfaction or discharge of all Secured Obligations (or any portion thereof) under any Loan Document.

Recovery of Erroneous Payments. Notwithstanding anything to the contrary in this Agreement, if at any time (a) If the Administrative Agent determines notifies a Lender, Issuing Lender, Swingline Lender or Secured Party, or any Person who has received funds on behalf of a Lender, Issuing Lender, Swingline Lender or Secured Party (any such Lender, Issuing Lender, Swingline Lender, Secured Party or other recipient, a “Payment Recipient”) that the Administrative Agent has determined in its sole and absolute discretion) that it has made a payment hereunder in error to any Lender, L/C Issuer or other Secured Party, discretion (whether or not in respect after receipt of a any notice under immediately succeeding clause (b)) that any funds received by such Payment Recipient from the Administrative Agent or any of its Affiliates were erroneously transmitted to, or otherwise erroneously or mistakenly received by, such Payment Recipient (whether or not known to such Lender, Issuing Lender, Swingline Lender, Secured Obligation due and owing by any Loan Party at such time, where such payment is a Rescindable Amount, then in or other Payment Recipient on its behalf) (any such eventfunds, each whether received as a payment, prepayment or repayment of principal, interest, fees, distribution or otherwise, individually and collectively, an “Erroneous Payment”) and demands the return of such Person receiving Erroneous Payment (or a Rescindable Amount severally agrees portion thereof), such Erroneous Payment shall at all times remain the property of the Administrative Agent and shall be segregated by the Payment Recipient and held in trust for the benefit of the Administrative Agent, and such Lender, Issuing Lender, Swingline Lender or Secured Party shall (or, with respect to repay any Payment Recipient who received such funds on its behalf, shall cause such Payment Recipient to) promptly, but in no event later than two (2) Business Days thereafter, return to the Administrative Agent forthwith on the amount of any such Erroneous Payment (or portion thereof) as to which such a demand the Rescindable Amount received by such Person was made, in immediately available same day funds (in the currency so received), together with interest thereon, for thereon in respect of each day from and including the date such Rescindable Amount is Erroneous Payment (or portion thereof) was received by it such Payment Recipient to but excluding the date of payment such amount is repaid to the Administrative Agent, Agent in same day funds at the greater of the Federal Funds Effective Rate and a rate determined by the Administrative Agent in accordance with banking industry rules on interbank compensationcompensation from time to time in effect. Each LenderA notice of the Administrative Agent to any Payment Recipient under this clause (a) shall be conclusive, each L/C Issuer and each other Secured Party irrevocably waives any and all defenses, including any “discharge for value” absent manifest error. (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 anotherb) Without limiting immediately preceding clause (a), “good consideration”, “change of position” or similar defenses (whether at law or in equity) to its obligation to return any Rescindable Amount. The Administrative Agent shall inform each Lender, L/C Issuer Issuing Lender, Swingline Lender or Secured Party, or any Person who has received funds on behalf of a Lender, Issuing Lender, Swingline Lender or Secured Party, hereby further agrees that if it receives a payment, prepayment or repayment (whether received as a payment, prepayment or repayment of principal, interest, fees, distribution or otherwise) from the Administrative Agent (or any of its Affiliates) (x) that is in a different amount than, or on a different date from, that specified in a notice of payment, prepayment or repayment sent by the Administrative Agent (or any of its Affiliates) with respect to such payment, prepayment or repayment, (y) that was not preceded or accompanied by a notice of payment, prepayment or repayment sent by the Administrative Agent (or any of its Affiliates), or (z) that such Lender, Issuing Lender, Swingline Lender or Secured Party, or other Secured Party that received a Rescindable Amount promptly upon determining that any payment made to such Person comprisedrecipient, otherwise becomes aware was transmitted, or received, in error or by mistake (in whole or in part, a Rescindable Amount. Each Person’s obligations, agreements and waivers under this Section shall survive the resignation or replacement of the Administrative Agent, any transfer of rights or obligations by, or the replacement of, a Lender or L/C Issuer, the termination of the Revolving Credit Commitments and/or the repayment, satisfaction or discharge of all Secured Obligations (or any portion thereof) under any Loan Document.in each case:

Recovery of Erroneous Payments. Notwithstanding anything to the contrary Without limitation of any other provision in this Agreement, if at any time the Administrative Agent determines (in its sole and absolute discretion) that it has made or the Collateral Administrator makes a payment hereunder in error to any Lender, L/C Issuer or other Secured Party, whether or not in respect of a Secured an Obligation due and owing by any Loan Party the Borrower at such time, where such payment is a Rescindable Amount, then in any such event, each such Person Secured Party receiving a Rescindable Amount severally agrees to repay to the Administrative Agent or the Collateral Administrator, as applicable, forthwith on demand the Rescindable Amount received by such Person Secured Party 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 AgentAgent or the Collateral Administrator, as applicable, at the greater of the Federal Funds Rate and a rate determined by the Administrative Agent or the Collateral Administrator, as applicable, in accordance with banking industry rules on interbank compensation. Each LenderSCHEDULE 2.01 COMMITMENTS AND APPLICABLE PERCENTAGES Lender Total Commitment1 Applicable Percentage Bank of America, each L/C Issuer N.A. $ 500,000,0001,000,000,000 100.000000000 % Total 100.000000000 % 1 On any Business Day during the Availability Period, so long as no Default or Event of Default shall have occurred and each other Secured Party irrevocably waives any and all defensesthen be continuing, including any the Borrower may provide a written request (an “discharge for value” (under which a creditor might otherwise claim a right to retain funds mistakenly paid by a third party in respect of a debt owed by another), “good considerationIncrease Request”, “change of position” or similar defenses (whether at law or in equity) to its obligation to return any Rescindable Amountthe Administrative Agent and the Lenders for an increase in the Commitment of one or more Lenders (which written request may be made by e-mail) in an amount such that the Aggregate Commitments do not exceed $500,000,0001,000,000,000. The Administrative Agent and each applicable Lender shall inform each Lenderhave the right, L/C Issuer acting in its sole and absolute discretion, to approve or other Secured Party that received reject any Increase Request (including, for the avoidance of doubt, the right to approve only a Rescindable Amount promptly upon determining that portion of the amount requested in any payment made to such Person comprisedIncrease Request), which approval may be conditioned on one or more conditions precedent in its sole discretion. If the Administrative Agent and such Lender approves an Increase Request (in whole or in part), a Rescindable Amount. Each Person’s obligationsthe Administrative Agent and such Lender shall notify the Borrower, agreements and waivers under this Section shall survive the resignation or replacement which notification may be made by e-mail, of the increase in the Commitment of such Lender approved by the Lender and the Administrative Agent, any transfer of rights or obligations by, or Agent and the replacement of, a Lender or L/C Issuer, the termination of the Revolving Credit Commitments and/or the repayment, satisfaction or discharge of all Secured Obligations (or any portion effective date thereof) under any Loan Document.

Recovery of Erroneous Payments. Notwithstanding anything to the contrary in this Agreement, if at any time the Administrative Agent determines (in its sole and absolute discretion) that it has made a payment hereunder in error to any Lender, L/C Issuer Lender or other Secured Party, whether or not in respect of a Secured an Obligation due and owing by any Loan Party Borrower at such time, where such payment is a Rescindable Amount, then in any such event, each such Person receiving a Rescindable Amount severally agrees to repay to the Administrative Agent forthwith on Agent, within two Business Days following demand therefor, the Rescindable Amount received by such Person 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, at the greater of the Federal Funds Rate and a rate determined by the Administrative Agent in accordance with banking industry rules on interbank compensation; 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 paragraph with respect to a Rescindable Amount unless such demand is made within 20 Business Days of the date of receipt of such Rescindable Amount by the applicable recipient. Each Lender, each L/C Issuer Lender and each other Secured Party 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), “good consideration”, “change of position” or similar defenses (whether at law or in equity) to its obligation to return any Rescindable Amount. The Administrative Agent shall inform each Lender, L/C Issuer Lender or other Secured Party that received a Rescindable Amount promptly upon determining that any payment made to such Person comprised, in whole or in part, a Rescindable Amount. Each Person’s obligations, agreements and waivers under this Section 10.12 shall survive the resignation or replacement of the Administrative Agent, any transfer of rights or obligations by, or the replacement of, a Lender or L/C IssuerLender, the termination of the Revolving Credit Commitments and/or the repayment, satisfaction or discharge of all Secured Obligations (or any portion thereof) under any Loan Document.

Recovery of Erroneous Payments. Notwithstanding anything to the contrary Without limitation of any other provision in this Agreement, if at any time the Administrative Agent determines (in its sole and absolute discretion) that it has made makes a payment hereunder in error to any Lender, L/C Issuer or other Secured Lender Recipient Party, whether or not in respect of a Secured an Obligation due and owing by any Loan Party the Borrower at such time, where such payment is a Rescindable Amount, then in any such event, each such Person Lender Recipient Party receiving a Rescindable Amount severally agrees to repay to the Administrative Agent forthwith on demand the Rescindable Amount received by such Person Lender Recipient Party 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, at the greater of the Federal Funds Rate and a rate determined by the Administrative Agent in accordance with banking industry rules on interbank compensation. Each Lender, each L/C Issuer and each other Secured Lender Recipient Party 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), “good consideration”, “change of position” ) or similar defenses (whether at law or in equity) defense to its obligation to return any Rescindable Amount. The Administrative Agent shall inform each Lender, L/C Issuer or other Secured Lender Recipient Party that received a Rescindable Amount promptly upon determining that any payment made to such Person Lender Recipient Party comprised, in whole or in part, a Rescindable Amount. Each Person’s obligations, agreements and waivers under Nothing in this Section 9.13 shall survive be interpreted to increase (or accelerate the resignation due date for), or replacement have the effect of increasing (or accelerating the due date for), the Obligations of the Borrower or any other Loan Party relative to the amount (and/or timing for payment) of the Obligations that would have been payable had such Rescindable Amount not been paid by the Administrative Agent, any transfer of rights or obligations by, or the replacement of, a Lender or L/C Issuer, the termination of the Revolving Credit Commitments and/or the repayment, satisfaction or discharge of all Secured Obligations (or any portion thereof) under any Loan Document.

Recovery of Erroneous Payments. Notwithstanding anything to the contrary in this Agreement, if at any time the Administrative Agent determines (in its sole and absolute discretion) that it has made a payment hereunder in error to any Lender, L/C Issuer or other Secured Party, whether or not in respect of a Secured an Obligation due and owing by any Loan Party the Borrower at such time, where such payment is a Rescindable Amount, then in any such event, each such Person receiving a Rescindable Amount severally agrees to repay to the Administrative Agent forthwith on demand the Rescindable Amount received by such Person 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, at the greater of the Federal Funds Rate and a rate determined by the Administrative Agent in accordance with banking industry rules on interbank compensation. Each Lender, each L/C Issuer and each other Secured Party 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), “good 100 consideration”, “change of position” or similar defenses (whether at law or in equity) to its obligation to return any Rescindable Amount. The Administrative Agent shall inform each Lender, L/C Issuer or other Secured Party that received a Rescindable Amount promptly upon determining that any payment made to such Person comprised, in whole or in part, a Rescindable Amount. Each Person’s obligations, agreements and waivers under this Section 11.14 shall survive the resignation or replacement of the Administrative Agent, any transfer of rights or obligations by, or the replacement of, a Lender or L/C Issuer, the termination of the Revolving Credit Commitments and/or the repayment, satisfaction or discharge of all Secured Obligations (or any portion thereof) under any Loan Document.:

Recovery of Erroneous Payments. Notwithstanding anything to the contrary in this Agreement, if at any time (a) If the Administrative Agent determines notifies a Lender or Issuing Bank, or any Person who has received funds on behalf of a Lender or Issuing Bank (any such Lender, Issuing Bank or other recipient, a “Payment Recipient”) that the Administrative Agent has determined in its sole and absolute discretion) that it has made a payment hereunder in error to any Lender, L/C Issuer or other Secured Party, discretion (whether or not in respect after receipt of a Secured Obligation due and owing any notice under immediately succeeding clause (b)) that any funds received by such Payment Recipient from the Administrative Agent or any Loan Party at of its Affiliates were erroneously transmitted to, or otherwise erroneously or mistakenly received by, such timePayment Recipient (whether or not known to such Lender, where such payment is a Rescindable Amount, then in Issuing Bank or other Payment Recipient on its behalf) (any such eventfunds, each whether received as a payment, prepayment or repayment of principal, interest, fees, distribution or otherwise, individually and collectively, an “Erroneous Payment”) and demands the return of such Person receiving Erroneous Payment (or a Rescindable Amount severally agrees portion thereof), such Erroneous Payment shall at all times remain the property of the Administrative Agent and shall be segregated by the Payment Recipient and held in trust for the benefit of the Administrative Agent, and such Lender or Issuing Bank shall (or, with respect to repay any Payment Recipient who received such funds on its behalf, shall cause such Payment Recipient to) promptly, but in no event later than two Business Days thereafter, return to the Administrative Agent forthwith on the amount of any such Erroneous Payment (or portion thereof) as to which such a demand the Rescindable Amount received by such Person was made, in immediately available same day funds (in the currency so received), together with interest thereon, for thereon in respect of each day from and including the date such Rescindable Amount is Erroneous Payment (or portion thereof) was received by it such Payment Recipient to but excluding the date of payment such amount is repaid to the Administrative Agent, Agent in same day funds at the greater of (x) the Federal Funds Rate in the case of Advances denominated in US Dollars or (ii) the cost of funds incurred by the Administrative Agent in respect of such amount in the case of Advances denominated in Foreign Currencies and (y) a rate determined by the Administrative Agent in accordance with banking industry rules on interbank compensationcompensation from time to time in effect. Each Lender, each L/C Issuer and each other Secured Party 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), “good consideration”, “change of position” or similar defenses (whether at law or in equity) to its obligation to return any Rescindable Amount. The Administrative Agent shall inform each Lender, L/C Issuer or other Secured Party that received a Rescindable Amount promptly upon determining that any payment made to such Person comprised, in whole or in part, a Rescindable Amount. Each Person’s obligations, agreements and waivers under this Section shall survive the resignation or replacement A notice of the Administrative AgentAgent to any Payment Recipient under this clause (a) shall be conclusive, any transfer of rights or obligations by, or the replacement of, a Lender or L/C Issuer, the termination of the Revolving Credit Commitments and/or the repayment, satisfaction or discharge of all Secured Obligations (or any portion thereof) under any Loan Documentabsent manifest error.

Recovery of Erroneous Payments. Notwithstanding anything to (a) If the contrary in this AgreementAgent (x) notifies a Lender, if at Issuing Lender or Secured Party, or any time Person who has received funds on behalf of a Lender, Issuing Lender or Secured Party (any such Lender, Issuing Lender, Secured Party or other recipient (and each of their respective successors and assigns), a “Payment Recipient”) that the Administrative Agent determines (has determined in its sole and absolute discretion) that it has made a payment hereunder in error to any Lender, L/C Issuer or other Secured Party, discretion (whether or not after receipt of any notice under immediately succeeding clause (b)) that any funds (as set forth in respect of a Secured Obligation due and owing by any Loan Party at such time, where such payment is a Rescindable Amount, then in any such event, each such Person receiving a Rescindable Amount severally agrees to repay to notice from the Administrative Agent forthwith on demand the Rescindable Amount Agent) received by such Person Payment Recipient from the Agent or any of its Affiliates were erroneously or mistakenly transmitted to, or otherwise erroneously or mistakenly received by, such Payment Recipient (whether or not known to such Lender, Issuing 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, distribution or otherwise, individually and collectively, an “Erroneous Payment”) and (y) demands in immediately available writing the return of such Erroneous Payment (or a portion thereof), such Erroneous Payment shall at all times remain the property of the Agent pending its return or repayment as contemplated below in this Section 10.14 and held in trust for the benefit of the Agent, and such Lender, Issuing Lender or Secured Party shall (or, with respect to any Payment Recipient who received such funds on its behalf, shall cause such Payment Recipient to) promptly, but in no event later than two (2) Banking Days thereafter (or such later date as the Agent may, in its sole discretion, specify in writing), return to the 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, for thereon (except to the extent waived in writing by the Agent) in respect of each day from and including the date such Rescindable Amount is Erroneous Payment (or portion thereof) was received by it such Payment Recipient to but excluding the date of payment such amount is repaid to the Administrative Agent, Agent in same day funds at the greater of the Federal Funds Rate and a rate determined by the Administrative Agent in accordance with banking industry rules on interbank compensationcompensation from time to time in effect. Each Lender, each L/C Issuer and each other Secured Party irrevocably waives A notice of the Agent to 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), “good consideration”, “change of position” or similar defenses (whether at law or in equity) to its obligation to return any Rescindable Amount. The Administrative Agent shall inform each Lender, L/C Issuer or other Secured Party that received a Rescindable Amount promptly upon determining that any payment made to such Person comprised, in whole or in part, a Rescindable Amount. Each Person’s obligations, agreements and waivers Payment Recipient under this Section clause (a) shall survive the resignation or replacement of the Administrative Agentbe conclusive, any transfer of rights or obligations by, or the replacement of, a Lender or L/C Issuer, the termination of the Revolving Credit Commitments and/or the repayment, satisfaction or discharge of all Secured Obligations (or any portion thereof) under any Loan Documentabsent manifest error.