Common use of Recovery of Erroneous Payments Clause in Contracts

Recovery of Erroneous Payments. Without limitation of any other provision in this Agreement, if at any time the Administrative Agent makes a payment hereunder in error to any Lender or any L/C Issuer or Swing Line Lender, whether or not in respect of an Obligation due and owing by the Borrower at such time, where such payment is a Rescindable Amount, then in any such event, each applicable Lender, L/C Issuer or Swing Line Lender receiving a Rescindable Amount severally agrees with the Administrative Agent to repay to the Administrative Agent forthwith on demand the Rescindable Amount received by such Lender, L/C Issuer or Swing Line 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, L/C Issuer and 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) or similar defense to its obligation to return any Rescindable Amount. The Administrative Agent shall inform each Lender, L/C Issuer and Swing Line Lender promptly upon determining that any payment made to such Lender, L/C Issuer or Swing Line Lender comprised, in whole or in part, a Rescindable Amount. This Section 9.16 shall solely be an agreement between the Administrative Agent, the Lenders, the L/C Issuers and the Swing Line Lender.

Recovery of Erroneous Payments. Without limitation of any other provision in this Agreement, if at any time (a) If the Administrative Agent makes notifies a payment hereunder Bank (any such Bank, a “Payment Recipient”) that the Administrative Agent has determined in error to any Lender or any L/C Issuer or Swing Line Lender, its sole discretion (whether or not in respect after receipt of an Obligation due and owing any notice under immediately succeeding clause (b)) that any funds received by the Borrower at such time, where such payment is a Rescindable Amount, then in any such event, each applicable Lender, L/C Issuer or Swing Line Lender receiving a Rescindable Amount severally agrees with 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 repay such Payment Recipient) (any such funds, 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 Erroneous Payment (or a portion thereof), such Erroneous Payment shall at all times remain the property of the Administrative Agent and shall be segregated by the Payment Recipient and held in trust for the benefit of the Administrative Agent, and such Payment Recipient shall 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 Lenderwas made, L/C Issuer or Swing Line Lender 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. A notice of the Administrative Agent to any Payment Recipient under this clause (a) shall be conclusive, absent manifest error. (b) Without limiting immediately preceding clause (a), each Payment Recipient hereby further agrees that if it receives a payment, prepayment or repayment (whether received as a payment, prepayment or repayment of principal, interest, fees, distribution or otherwise) from the Administrative Agent (or any of its Affiliates) (x) that is in a different amount than, or on a different date from, that specified in a notice of payment, prepayment or repayment sent by the Administrative Agent (or any of its Affiliates) with respect to such payment, prepayment or repayment, (y) that was not preceded or accompanied by a notice of payment, prepayment or repayment sent by the Administrative Agent (or any of its Affiliates), or (z) that such Payment Recipient, otherwise becomes aware was transmitted, or received, in error or by mistake (in whole or in part) in each case: (i) in the case of immediately preceding clauses (x) or (y), an error shall be presumed to have been made (absent written confirmation from the Administrative Agent to the contrary) or (B) an error has been made (in the case of immediately preceding clause (z)), in each case, with respect to such payment, prepayment or repayment; and (ii) such Payment Recipient shall (and shall cause any other recipient that receives funds on its respective behalf to) promptly (and, in all events, within one Business Day of its knowledge of such error) notify the Administrative Agent of its receipt of such payment, prepayment or repayment, the details thereof (in reasonable detail) and that it is so notifying the Administrative Agent pursuant to this Section 9.12(b). (c) Each LenderPayment Recipient hereby authorizes the Administrative Agent to set off, L/C Issuer net and Swing Line Lender irrevocably waives apply any and all defensesamounts at any time owing to such Payment Recipient under any Loan Document, or otherwise payable or distributable by the Administrative Agent to such Payment Recipient from any source, against any amount due to the Administrative Agent under immediately preceding clause (a) or under the indemnification provisions of this Agreement. In addition, each party hereto agrees that, irrespective of whether the Administrative Agent may be equitably subrogated, the Administrative Agent shall be contractually subrogated to all the rights and interests of the applicable Payment Recipient under the Loan Documents with respect to each Erroneous Payment (or portion thereof that is not returned to the Administrative Agent as provided herein). (d) The parties hereto agree that an Erroneous Payment shall not pay, prepay, repay, discharge or otherwise satisfy any amounts owed by the Borrower or any other Credit Party under any Loan Document. (e) To the extent permitted by applicable law, no Payment Recipient shall assert any right or claim to an Erroneous Payment, and hereby waives, and is deemed to waive, any claim, counterclaim, defense or right of set-off or recoupment with respect to any demand, claim or counterclaim by the Administrative Agent for the return of any Erroneous Payment received, including without limitation waiver of any defense based on “discharge for value” or any similar doctrine. (f) Each party’s obligations, agreements and waivers under which a creditor might otherwise claim a right to retain funds mistakenly paid by a third party in respect this Section 9.12 shall survive the resignation or replacement of a debt owed by another) or similar defense to its obligation to return any Rescindable Amount. The Administrative Agent shall inform each Lender, L/C Issuer and Swing Line Lender promptly upon determining that any payment made to such Lender, L/C Issuer or Swing Line Lender comprised, in whole or in part, a Rescindable Amount. This Section 9.16 shall solely be an agreement between the Administrative Agent, any transfer of rights or obligations by, or the Lendersreplacement of, a Bank, the L/C Issuers and termination of the Swing Line LenderCommitments and/or the repayment, satisfaction or discharge of all amounts owing (or any portion thereof) under any Loan Document.

Recovery of Erroneous Payments. Without limitation of any other provision Notwithstanding anything to the contrary in this Agreement, if at any time the Administrative Agent makes determines (in its sole and absolute discretion) that it has made a payment hereunder in error to any Lender or any Lender, L/C Issuer or Swing Line Lenderother Secured Party, whether or not in respect of an a Secured Obligation due and owing by the Borrower any Loan Party at such time, where such payment is a Rescindable Amount, then in any such event, each applicable Lender, L/C Issuer or Swing Line Lender such Person receiving a Rescindable Amount severally agrees with the Administrative Agent to repay to the Administrative Agent forthwith on demand the Rescindable Amount received by such Lender, L/C Issuer or Swing Line Lender 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 Swing Line Lender 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 defense 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 and Swing Line Lender or other Secured Party that received a Rescindable Amount promptly upon determining that any payment made to such Lender, L/C Issuer or Swing Line Lender Person comprised, in whole or in part, a Rescindable Amount. This Each Person’s obligations, agreements and waivers under this Section 9.16 shall solely be an agreement between survive the resignation or replacement of the Administrative Agent, any transfer of rights or obligations by, or the Lendersreplacement of, the a Lender or L/C Issuers and Issuer, the Swing Line Lendertermination 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. Without limitation of any other provision Notwithstanding anything to the contrary in this Agreement, if at any time the Administrative Agent makes determines (in its sole and absolute discretion) that it has made a payment hereunder in error to any Lender, the Letter of Credit Issuer, the Swing Line Lender or any L/C Issuer or Swing Line Lenderother Secured Party, whether or not in respect of an Obligation due and owing by the any Borrower at such time, where such payment is a Rescindable Amount, then in any such event, each applicable Lender, L/C Issuer or Swing Line Lender such Person receiving a Rescindable Amount severally agrees with the Administrative Agent to repay to the Administrative Agent forthwith on demand the Rescindable Amount received by such Lender, L/C Issuer or Swing Line Lender 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, L/C Issuer and 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 defense 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 and the Swing Line Lender and each other Secured Party that received a Rescindable Amount promptly upon determining that any payment made to such Lender, L/C Issuer or Swing Line Lender Person comprised, in whole or in part, a Rescindable Amount. This Each Person’s obligations, agreements and waivers under this Section 9.16 10.14 shall solely be an agreement between survive the resignation or replacement of the Administrative Agent, any transfer of rights or obligations by, or the Lendersreplacement of, a Lender, the L/C Issuers and Letter of Credit Issuer or the Swing Line Lender, the termination of the Revolving Credit Commitments and/or the repayment, satisfaction or discharge of all Obligations (or any portion thereof) under any Loan Document. ARTICLE XI MISCELLANEOUS 11.

Recovery of Erroneous Payments. Without limitation of any other provision Notwithstanding anything to the contrary in this Agreement, if at any time the Administrative Agent makes determines (in its sole and absolute discretion) that it has made a payment hereunder in error to any Lender or any L/C Issuer other Secured Party or Swing Line Lenderanother 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 an Obligation due and owing by the Borrower any Loan Party at such time, where such payment is a Rescindable Amount, then in any such event, each applicable Lender, L/C Issuer or Swing Line Lender such Person receiving a Rescindable Amount such amounts severally agrees with the Administrative Agent to repay to the Administrative Agent forthwith on demand the Rescindable Amount such amounts received by such Lender, L/C Issuer or Swing Line Lender 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, L/C Issuer Lender and Swing Line Lender 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 defense 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 Lender and Swing Line Lender each other Secured Party that received a payment promptly upon determining that any such payment made to such LenderPerson was made in error or such 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, L/C Issuer agreements and waivers under this Section 10.14 shall survive the resignation or Swing Line Lender comprised, in whole or in part, a Rescindable Amount. This Section 9.16 shall solely be an agreement between replacement of the Administrative Agent, any transfer of rights or obligations by, or the Lendersreplacement of, a Lender, the L/C Issuers and termination of the Swing Line LenderCommitments and/or the repayment, satisfaction or discharge of all Obligations (or any portion thereof) under any Loan Document.

Recovery of Erroneous Payments. Without limitation of any other provision in this Agreement, if at any time the Administrative Agent makes notifies a Bank that it has made a payment hereunder in error to any Lender or any L/C Issuer or Swing Line LenderBank, whether or not in respect of an Obligation a Loan and any other obligations of the Borrower or Credit Party hereunder due and owing by the Borrower or any other Credit Party at such time, where such payment is (1) in excess of the amount so paid by the Borrower or such other Credit Party in respect of such obligation to such Bank (whether or not then owed); or (2) for any reason otherwise erroneously made by the Administrative Agent (such payment referred to as an “Erroneous Payment”) and demands the return of such Erroneous Payment (or a Rescindable Amountportion thereof), then in any such event, each applicable Lender, L/C Issuer or Swing Line Lender Bank receiving a Rescindable Amount an Erroneous Payment severally agrees with the Administrative Agent to repay to the Administrative Agent forthwith promptly on demand demand, but in no event later than two Business Days thereafter, the Rescindable Amount amount of such Erroneous Payment (or portion thereof) received by such Lender, L/C Issuer or Swing Line Lender Bank as to which such a demand was made in immediately available funds in the currency so received, with interest thereon, for each day from and including the date such Rescindable Amount is Erroneous Payment was 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, L/C Issuer and Swing Line Lender each Bank irrevocably waives any and all defenses, including any “discharge for value” (under which a creditor might otherwise claim a right to retain funds mistakenly paid by a third party in respect of a debt owed by another) or similar defense to its obligation to return any Rescindable AmountErroneous Payment received. The Administrative Agent shall inform each Lender, L/C Issuer and Swing Line Lender Bank promptly upon determining that any payment made to such Lender, L/C Issuer or Swing Line Lender Bank comprised, in whole or in part, a Rescindable Amount. This Section 9.16 shall solely be an agreement between the Administrative Agent, the Lenders, the L/C Issuers and the Swing Line LenderErroneous Payment.

Recovery of Erroneous Payments. Without limitation of any other provision in this Agreement, if at any time the Administrative Agent makes a payment hereunder in error to any Lender or any L/C Issuer or Swing Line Lender(the “Lender Recipient Party”), whether or not in respect of an Obligation due and owing by the Borrower 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 applicable Lender, L/C Issuer or Swing Line Lender Recipient Party receiving a Rescindable Amount severally agrees with the Administrative Agent to repay to the Administrative Agent forthwith on demand the Rescindable Amount received by such Lender, L/C Issuer or Swing Line 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, L/C Issuer and Swing Line 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) or similar defense to its obligation to return any Rescindable Amount. The Administrative Agent shall inform each Lender, L/C Issuer and Swing Line Lender Recipient Party promptly upon determining that any payment made to such Lender, L/C Issuer or Swing Line Lender Recipient Party comprised, in whole or in part, a Rescindable Amount. This For the avoidance of doubt, no Loan Party nor any of their respective Affiliates shall have any obligations or liabilities directly or indirectly arising out of this Section 9.16 shall solely be an agreement between the Administrative Agent, the Lenders, the L/C Issuers and the Swing Line Lenderin respect of any Rescindable Amount.

Recovery of Erroneous Payments. Without limitation of any other provision Notwithstanding anything to the contrary in this Agreement, if at any time the Administrative Agent makes determines (in its sole and absolute discretion) that it has made a payment hereunder in error to any Lender or any L/C Issuer or Swing Line Lenderother Creditor, whether or not in respect of an a Guaranteed Obligation due and owing by the Borrower or the Guarantor at such time, where such payment is a Rescindable Amount, then in any such event, each applicable Lender, L/C Issuer or Swing Line Lender such Person receiving a Rescindable Amount severally agrees with the Administrative Agent to repay to the Administrative Agent forthwith on demand the Rescindable Amount received by such Lender, L/C Issuer or Swing Line Lender 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, L/C Issuer each and Swing Line Lender each other Creditor 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 defense 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 and Swing Line Lender or other Creditor that received a Rescindable Amount promptly upon determining that any payment made to such Lender, L/C Issuer or Swing Line Lender Person comprised, in whole or in part, a Rescindable Amount. This Each Person’s obligations, agreements and waivers under this Section 9.16 shall solely be an agreement between survive the resignation or replacement of the Administrative Agent, any transfer of rights or obligations by, or the Lendersreplacement of, a Lender the L/C Issuers and termination of the Swing Line LenderCommitments and/or the repayment, satisfaction or discharge of all Guaranteed Obligations (or any portion thereof) under any Loan Document.

Recovery of Erroneous Payments. Without limitation of any other provision Notwithstanding anything to the contrary in this Agreement, if at any time the Administrative Agent makes determines (in its sole and absolute discretion) that it has made a payment hereunder in error to any Lender or any L/C Issuer or Swing Line LenderIssuer, whether or not in respect of an Obligation due and owing by the Borrower at such time, where such payment is a Rescindable Amount, then in any such event, each applicable Lender, L/C Issuer or Swing Line Lender such Person receiving a Rescindable Amount severally agrees with the Administrative Agent to repay to the Administrative Agent forthwith on demand the Rescindable Amount received by such Lender, L/C Issuer or Swing Line Lender 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 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 defense 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 and Swing Line Lender that received a Rescindable Amount promptly upon determining that any payment made to such Lender, L/C Issuer or Swing Line Lender Person comprised, in whole or in part, a Rescindable Amount. This Each Person’s obligations, agreements and waivers under this Section 9.16 11.14 shall solely be an agreement between survive the resignation or replacement of the Administrative Agent, any transfer of rights or obligations by, or the Lendersreplacement of, the a Lender or L/C Issuers and Issuer, the Swing Line Lendertermination of the Commitments and/or the repayment, satisfaction or discharge of all Obligations (or any portion thereof) under any Loan Document.

Recovery of Erroneous Payments. Without limitation of any other provision Notwithstanding anything to the contrary in this Agreement, if at any time the Administrative Agent makes determines (in its sole and absolute discretion) that it has made a payment hereunder in error to any Lender or any Lender, Swing Line Lender, L/C Issuer or Swing Line Lenderother Secured Party, whether or not in respect of an Obligation due and owing by the Borrower at such time, where such payment is a Rescindable Amount, then in any such event, each applicable Lender, L/C Issuer or Swing Line Lender such Person receiving a Rescindable Amount severally agrees with the Administrative Agent to repay to the Administrative Agent forthwith on demand the Rescindable Amount received by such Lender, L/C Issuer or Swing Line Lender 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 Swing Line Lender 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 defense 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 and Swing Line Lender or other Secured Party that received a Rescindable Amount promptly upon determining that any payment made to such Lender, L/C Issuer or Swing Line Lender Person comprised, in whole or in part, a Rescindable Amount. This Each Person’s obligations, agreements and waivers under this Section 9.16 10.14 shall solely be an agreement between survive the resignation or replacement of the Administrative Agent, any transfer of rights or obligations by, or the Lendersreplacement of, the a Lender, Swing Line Lender or L/C Issuers and Issuer, the Swing Line Lendertermination of the Commitments and/or the repayment, satisfaction or discharge of all Obligations (or any portion thereof) under any Loan Document.

Recovery of Erroneous Payments. Without limitation of any other provision in this Agreement, (a) Each Lender hereby agrees that (x) if at any time the Administrative Agent makes a payment hereunder notifies such Lender that the Administrative Agent has determined in error to its sole discretion that any funds received by such Lender from the Administrative Agent or any L/C Issuer of its Affiliates (whether as a payment, prepayment or Swing Line Lenderrepayment of principal, interest, fees or otherwise; individually and collectively, a “Payment”) were erroneously transmitted to such Lender (whether or not known to such Lender), and demands the return of such Payment (or a portion thereof), such Lender shall promptly, but in respect of an Obligation due and owing by the Borrower at such timeno event later than two Business Days thereafter, where such payment is a Rescindable Amount, then in any such event, each applicable Lender, L/C Issuer or Swing Line Lender receiving a Rescindable Amount severally agrees with the Administrative Agent to repay return to the Administrative Agent forthwith on the amount of any such Payment (or portion thereof) as to which such a demand the Rescindable Amount received by such Lenderwas made in same day funds, L/C Issuer or Swing Line Lender in immediately available 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 Payment (or portion thereof) was received by it such Lender to but excluding the date of payment such amount is repaid to the Administrative Agent, Agent at the greater of the Federal Funds NYFRB 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, L/C Issuer and Swing Line (y) to the extent permitted by applicable law, such Lender irrevocably waives shall not assert, and hereby waives, as to the Administrative Agent, 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 Payments received, including without limitation any defense based on “discharge for value” or any similar doctrine. A notice of the Administrative Agent to any Lender under this Section 9.12 shall be conclusive, absent manifest error. (under which b) Each Lender hereby further agrees that if it receives a creditor might otherwise claim Payment from the Administrative Agent or any of its Affiliates (x) that is in a right different amount than, or on a different date from, that specified in a notice of payment sent by the Administrative Agent (or any of its Affiliates) with respect to retain funds mistakenly paid such Payment (a “Payment Notice”) or (y) that was not preceded or accompanied by a third party Payment Notice, it shall be on notice, in each such case, that an error has been made with respect of to such Payment. Each Lender agrees that, in each such case, or if it otherwise becomes aware a debt owed by anotherPayment (or portion thereof) or similar defense to its obligation to return any Rescindable Amount. The may have been sent in error, such Lender shall promptly notify the Administrative Agent shall inform each Lenderof such occurrence and, L/C Issuer and Swing Line Lender promptly upon determining that any payment made to such Lender, L/C Issuer or Swing Line Lender comprised, in whole or in part, a Rescindable Amount. This Section 9.16 shall solely be an agreement between demand from the Administrative Agent, it shall promptly, but in no event later than two Business Days thereafter, return to the LendersAdministrative Agent the amount of any such Payment (or portion thereof) as to which such a demand was made in same day funds, together with interest thereon in respect of each day from and including the date such Payment (or portion thereof) was received by such Lender to the date such amount is repaid to the Administrative Agent at the greater of the NYFRB Rate and a rate determined by the Administrative Agent in accordance with banking industry rules on interbank compensation from time to time in effect. (c) The Borrower and each other Loan Party hereby agrees that (x) in the event an erroneous Payment (or portion thereof) is not recovered from any Lender that has received such Payment (or portion thereof) for any reason, the L/C Issuers Administrative Agent shall be subrogated to all the rights of such Lender with respect to such amount and (y) an erroneous Payment shall not pay, prepay, repay, discharge or otherwise satisfy any Obligations owed by the Swing Line Borrower or any other Loan Party. (d) Each party’s obligations under this Section 9.12 shall survive the resignation or replacement of the Administrative Agent or any transfer of rights or obligations by, or the replacement of, a Lender, the termination of the Commitments or the repayment, satisfaction or discharge of all Obligations under any Loan Document.

Recovery of Erroneous Payments. Without limitation of any other provision Notwithstanding anything to the contrary in this Agreement, if at any time the Administrative Agent makes 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 Swing Line Lenderother Secured Person, whether or not in respect of an Obligation due and owing by the Borrower any Loan Party at such time, where such payment is a Rescindable Amount, then in any such event, each applicable Lender, L/C Issuer or Swing Line Lender such Person receiving a Rescindable Amount severally agrees with the Administrative Agent to repay to the Administrative Agent forthwith on demand the Rescindable Amount received by such Lender, L/C Issuer or Swing Line Lender 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, L/C Issuer Lender and Swing Line Lender each other Secured Person 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 defense 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 and Swing Line Lender or other Secured Person that received a Rescindable Amount promptly upon determining that any payment made to such Lender, L/C Issuer or Swing Line Lender Person comprised, in whole or in part, a Rescindable Amount. This Each Person’s obligations, agreements and waivers under this Section 9.16 10.15 shall solely be an agreement between survive the Administrative resignation or replacement of the Agent, any transfer of rights or obligations by, or the Lendersreplacement of, a Lender, the L/C Issuers and termination of the Swing Line LenderCommitments and/or the repayment, satisfaction or discharge of all Obligations (or any portion thereof) under any Loan Document.

Recovery of Erroneous Payments. Without limitation of any other provision Notwithstanding anything to the contrary in this Agreement, if at any time the Administrative Agent makes 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 Swing Line LenderIssuer, whether or not in respect of an Obligation due and owing by the Borrower at such time, where such payment is a Rescindable Amount, then in any such event, each applicable Lender, L/C Issuer or Swing Line Lender such Person receiving a Rescindable Amount severally agrees with the Administrative Agent to repay to the Administrative Agent forthwith on demand the Rescindable Amount received by such Lender, L/C Issuer or Swing Line Lender 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 Swing Line 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 defense 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 and Swing Line or the Swingline Lender that received a Rescindable Amount promptly upon determining that any payment made to such Lender, L/C Issuer or Swing Line Lender Person comprised, in whole or in part, a Rescindable Amount. This Each Person’s obligations, agreements and waivers under this Section 9.16 10.14 shall solely be an agreement between survive the resignation or replacement of the Administrative Agent, any transfer of rights or obligations by, or the Lendersreplacement of, the a Lender, an L/C Issuers and Issuer or the Swing Line Swingline Lender, the termination of the Revolving Credit Commitments and/or the repayment, satisfaction or discharge of all Obligations (or any portion thereof) under any Credit Document.

Recovery of Erroneous Payments. Without limitation of any other provision in this Agreement, if at any time (a) If the Administrative Agent makes notifies a payment hereunder in error to any Lender Lender, Issuing Bank or Secured Party, or any L/C Issuer or Swing Line Person who has received funds on behalf of a Lender, Issuing Bank or Secured Party (any such Lender, Issuing Bank, Secured Party or other recipient (which, for the avoidance of doubt, excludes the Loan Parties and their Subsidiaries, except to the extent such Loan Party or Subsidiary is acting in its capacity as, or on behalf of, a Lender, Issuing Bank or Secured Party), a “Payment Recipient”) that the Administrative Agent has determined in its sole discretion 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 in respect of an Obligation due and owing by the Borrower at known to such timeLender, where such payment is a Rescindable AmountIssuing Bank, then in Secured Party or other Payment Recipient on its behalf) (any such eventfunds, each applicable Lenderwhether received as a payment, L/C Issuer prepayment or Swing Line Lender receiving repayment of principal, interest, fees, distribution or otherwise, individually and collectively, an “Erroneous Payment”) and demands the return of such Erroneous Payment (or a Rescindable Amount severally agrees with 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 Bank 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, 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 Lenderwas made, L/C Issuer or Swing Line Lender 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. A notice of the Administrative Agent to any Payment Recipient under this clause (a) shall be conclusive, absent manifest error. If a Payment Recipient receives any payment, prepayment or repayment of principal, interest, fees, distribution or otherwise and does not receive a corresponding payment notice or payment advice, such payment, prepayment or repayment shall be presumed to be in error absent written confirmation from the Administrative Agent to the contrary. (b) Each Lender, L/C Issuer Issuing Bank and Swing Line Lender irrevocably waives each Secured Party hereby authorizes the Administrative Agent to set off, net and apply any and all defensesamounts at any time owing to such Lender, Issuing Bank or Secured Party under any Loan Document, or otherwise payable or distributable by the Administrative Agent to such Lender, Issuing Bank or Secured Party from any source, against any amount due to the Administrative Agent under immediately preceding clause (a) or under the indemnification provisions of this Agreement. (c) For so long as an Erroneous Payment (or portion thereof) has not been returned by any Payment Recipient who received such Erroneous Payment (or portion thereof) (such unrecovered amount, an “Erroneous Payment Return Deficiency”) to the Administrative Agent after demand therefor in accordance with immediately preceding clause (a), (i) the Administrative Agent may elect, in its sole discretion on written notice to such Lender, Issuing Bank or Secured Party, that all rights and claims of such Lender, Issuing Bank or Secured Party with respect to the Loans or other Obligations owed to such Person up to the amount of the corresponding Erroneous Payment Return Deficiency in respect of such Erroneous Payment (the “Corresponding Loan Amount”) shall immediately vest in the Administrative Agent upon such election; after such election, the Administrative Agent (x) may reflect its ownership interest in Loans in a principal amount equal to the Corresponding Loan Amount in the Register, and (y) upon five business days’ written notice to such Lender, Issuing Bank or Secured Party, may sell such Loan (or portion thereof) in respect of the Corresponding Loan Amount to any Eligible Assignee, and upon receipt of the proceeds of such sale, the Erroneous Payment Return Deficiency owing by such Lender, Issuing Bank or Secured Party shall be reduced by the net proceeds of the sale of such Loan (or portion thereof), and the Administrative Agent shall retain all other rights, remedies and claims against such Lender, Issuing Bank or Secured Party (and/or against any Payment Recipient that receives funds on its behalf), and (ii) each party hereto agrees that, except to the extent that the Administrative Agent has sold such Loan, and irrespective of whether the Administrative Agent may be equitably subrogated, the Administrative Agent shall be contractually subrogated to all the rights and interests of such Lender, Issuing Bank or Secured Party with respect to the Erroneous Payment Return Deficiency. For the avoidance of doubt, no vesting or sale pursuant to the foregoing clause (i) will reduce the Commitments of any Lender or Issuing Bank and such Commitments shall remain available in accordance with the terms of this Agreement. (d) The parties hereto agree that an Erroneous Payment shall not pay, prepay, repay, discharge or otherwise satisfy any Secured Obligations owed by the Borrower or any other Loan Party, except, in each case, to the extent that such Erroneous Payment is, and solely with respect to the amount of such Erroneous Payment that is, comprised of funds paid to or received by the Administrative Agent from the Borrower or any other Loan Party for the purpose of paying, prepaying, repaying, discharging or otherwise satisfying any Secured Obligations owed by the Borrower or any other Loan Party under the Loan Documents. (e) To the extent permitted by applicable law, no Payment Recipient shall assert any right or claim to an Erroneous Payment, and hereby waives, and is deemed to waive, any claim, counterclaim, defense or right of set-off or recoupment with respect to any demand, claim or counterclaim by the Administrative Agent for the return of any Erroneous Payment received, including without limitation waiver of any defense based on “discharge for value” or any similar doctrine. (f) Each party’s obligations, agreements and waivers under which a creditor might otherwise claim a right to retain funds mistakenly paid by a third party in respect this Section 8.14 shall survive the resignation or replacement of a debt owed by another) or similar defense to its obligation to return any Rescindable Amount. The Administrative Agent shall inform each Lender, L/C Issuer and Swing Line Lender promptly upon determining that any payment made to such Lender, L/C Issuer or Swing Line Lender comprised, in whole or in part, a Rescindable Amount. This Section 9.16 shall solely be an agreement between the Administrative Agent, any transfer of rights or obligations by, or the Lendersreplacement of, a Lender or Issuing Bank, the L/C Issuers and termination of the Swing Line LenderCommitments and/or the repayment, satisfaction or discharge of all Secured Obligations (or any portion thereof) under any Loan Document.

Recovery of Erroneous Payments. Without limitation of any other provision Notwithstanding anything to the contrary in this Agreement, if at any time the Administrative Agent makes determines (in its sole and absolute discretion) that it has made a payment hereunder in error to any Lender or any Lender, L/C Issuer or Swing Line Lenderother Secured Party, whether or not in respect of an Obligation due and owing by the Borrower at such time, where such payment is a Rescindable Amount, then in any such event, each applicable Lender, L/C Issuer or Swing Line Lender such Person receiving a Rescindable Amount severally agrees with the Administrative Agent to repay to the Administrative Agent forthwith on demand the Rescindable Amount received by such Lender, L/C Issuer or Swing Line Lender 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 Swing Line Lender 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 defense 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 and Swing Line Lender or other Secured Party that received a Rescindable Amount promptly upon determining that any payment made to such Lender, L/C Issuer or Swing Line Lender Person comprised, in whole or in part, a Rescindable Amount. This Each Person’s obligations, agreements and waivers under this Section 9.16 shall solely be an agreement between survive the resignation or replacement of Administrative Agent, any transfer of rights or obligations by, or the Lendersreplacement of, the a Lender or L/C Issuers and Issuer, the Swing Line Lendertermination of the Commitments and/or the repayment, satisfaction or discharge of all Obligations (or any portion thereof) under any Loan Document.

Recovery of Erroneous Payments. Without limitation of any other provision Notwithstanding anything to the contrary in this Agreement, if at any time the Administrative Agent makes determines (in its sole and absolute discretion) that it has made a payment hereunder in error to any Lender, the Letter of Credit Issuer, the Swing Line Lender or any L/C Issuer or Swing Line Lenderother Secured Party, whether or not in respect of an Obligation due and owing by the any Borrower at such time, where such payment is a Rescindable Amount, then in any such event, each applicable Lender, L/C Issuer or Swing Line Lender such Person receiving a Rescindable Amount severally agrees with the Administrative Agent to repay to the Administrative Agent forthwith on demand the Rescindable Amount received by such Lender, L/C Issuer or Swing Line Lender 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, L/C Issuer and 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 defense 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 and the Swing Line Lender and each other Secured Party that received a Rescindable Amount promptly upon determining that any payment made to such Lender, L/C Issuer or Swing Line Lender Person comprised, in whole or in part, a Rescindable Amount. This Each Person’s obligations, agreements and waivers under this Section 9.16 10.15 shall solely be an agreement between survive the resignation or replacement of the Administrative Agent, any transfer of rights or obligations by, or the Lendersreplacement of, a Lender, the L/C Issuers and Letter of Credit Issuer or the Swing Line Lender, the termination of the Commitments and/or the repayment, satisfaction or discharge of all Obligations (or any portion thereof) under any Loan Document.

Recovery of Erroneous Payments. Without limitation of any other provision in this Agreement, if at any time (a) If the Administrative Agent makes notifies a payment hereunder in error to Lender, Issuing Bank or any Person who has received funds on behalf of a Lender or Issuing Bank (any L/C Issuer or Swing Line such Lender, Issuing Bank or other such recipient, a “Payment Recipient”) that the Administrative Agent has determined in its sole discretion (whether or not in respect after receipt of an Obligation due and owing any notice under immediately succeeding clause (b)) that any funds received by the Borrower at such time, where such payment is a Rescindable Amount, then in any such event, each applicable Lender, L/C Issuer or Swing Line Lender receiving a Rescindable Amount severally agrees with 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 repay such Lender, Issuing Bank or other Payment Recipient on its behalf) (any such funds, whether received as a payment, prepayment or repayment of principal, interest, fees, distribution or otherwise, individually and collectively, an “Erroneous Payment”) and demands the return of such Erroneous Payment (or a portion thereof) (provided, that, without limiting any other rights or remedies (whether at law or in equity), the Administrative Agent may not make any such demand under this clause (a) with respect to an Erroneous Payment unless such demand is made 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 Lenderwas made, L/C Issuer or Swing Line Lender 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. A notice of the Administrative Agent to any Payment Recipient under this clause (a) shall be conclusive, absent manifest error. (b) Without limiting the immediately preceding clause (a), each Lender or Issuing Bank, or any Person who has received funds on behalf of a Lender or Issuing Bank, hereby further agrees that if it receives a payment, prepayment or repayment (whether received as a payment, prepayment or repayment of principal, interest, fees, distribution or otherwise) from the Administrative Agent (or any of its Affiliates) (x) that is in a different amount than, or on a different date from, that specified in a notice of payment, prepayment or repayment sent by the Administrative Agent (or any of its Affiliates) with respect to such payment, prepayment or repayment, (y) that was not preceded or accompanied by a notice of payment, prepayment or repayment sent by the Administrative Agent (or any of its Affiliates), or (z) that such Lender or Issuing Bank, or other such recipient, otherwise becomes aware was transmitted, or received, in error or by mistake (in whole or in part) in each case: (i) (A) in the case of immediately preceding subclauses (x) or (y), an error shall be presumed to have been made (absent written confirmation from the Administrative Agent to the contrary) or (B) an error has been made (in the case of immediately preceding subclause (z)), in each case, with respect to such payment, prepayment or repayment; and (ii) such Lender or Issuing Bank shall (and shall cause any other recipient that receives funds on its respective behalf to) promptly (and, in all events, within one Business Day of its knowledge of such error) notify the Administrative Agent of its receipt of such payment, prepayment or repayment, the details thereof (in reasonable detail) and that it is so notifying the Administrative Agent pursuant to this Section 11.15(b). (c) Each LenderLender or Issuing Bank hereby authorizes the Administrative Agent to set off, L/C Issuer net and Swing Line Lender irrevocably waives apply any and all defensesamounts at any time owing to such Lender or Issuing Bank under any Loan Document, or otherwise payable or distributable by the Administrative Agent to such Lender or Issuing Bank from any source, against any amount due to the Administrative Agent under Section 11.15(a) or under the indemnification provisions of this Agreement. (d) In the event that an Erroneous Payment (or portion thereof) is not recovered by the Administrative Agent for any reason, after demand therefor by the Administrative Agent in accordance with Section 11.15(a), from any Lender or Issuing Bank that has received such Erroneous Payment (or portion thereof) (and/or from any Payment Recipient who received such Erroneous Payment (or portion thereof) on its respective behalf) (such unrecovered amount, an “Erroneous Payment Return Deficiency”), each party hereto agrees that, irrespective of whether the Administrative Agent may be equitably subrogated, the Administrative Agent shall be contractually subrogated to all the rights and interests of the applicable Lender or Issuing Bank under the Loan Documents with respect to each Erroneous Payment Return Deficiency (the “Erroneous Payment Subrogation Rights”). (e) The parties hereto agree that an Erroneous Payment shall not pay, prepay, repay, discharge or otherwise satisfy any Obligations owed by the Borrower, except, in each case, to the extent such Erroneous Payment is, and solely with respect to the amount of such Erroneous Payment that is, comprised of funds received by the Administrative Agent from the Borrower (or on behalf of the Borrower) for the purpose of paying, prepaying, repaying, discharging or otherwise satisfying any Obligations. (f) To the extent permitted by applicable law, no Payment Recipient shall assert any right or claim to an Erroneous Payment, and each Payment Recipient hereby waives, and is deemed to waive, any claim, counterclaim, defense or right of set-off or recoupment with respect to any demand, claim or counterclaim by the Administrative Agent for the return of any Erroneous Payment received, including without limitation waiver of any defense based on “discharge for value” or any similar doctrine. (g) Each party’s obligations, agreements and waivers under which a creditor might otherwise claim a right to retain funds mistakenly paid by a third party in respect this Section 11.15 shall survive the resignation or replacement of a debt owed by another) or similar defense to its obligation to return any Rescindable Amount. The Administrative Agent shall inform each Lender, L/C Issuer and Swing Line Lender promptly upon determining that any payment made to such Lender, L/C Issuer or Swing Line Lender comprised, in whole or in part, a Rescindable Amount. This Section 9.16 shall solely be an agreement between the Administrative Agent, any transfer of rights or obligations by, or the Lendersreplacement of, a Lender or Issuing Bank, the L/C Issuers termination of the Commitments and/or the repayment, satisfaction or discharge of all Obligations (or any portion thereof) under any Loan Document. (h) For the avoidance of doubt, and notwithstanding anything in this Section 11.15 to the contrary, the existence of an Erroneous Payment as between the Administrative Agent and any Payment Recipient shall not affect the termination of this Agreement or the Commitments and/or the repayment, satisfaction or discharge of Obligations under any Loan Document to the extent that the Borrower (or another Person on behalf of the Borrower) has actually paid such amounts to such accounts and at such times, in each case as specified in a payoff letter executed by the Administrative Agent and the Swing Line LenderBorrower.

Recovery of Erroneous Payments. Without limitation of any other provision in this Agreement, if at any time the Administrative Agent makes a payment hereunder in error to any Lender or any L/C Issuer or Swing Line Lender(the “Lender Recipient Party”), whether or not in respect of an Obligation due and owing by 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 applicable Lender, L/C Issuer or Swing Line Lender Recipient Party receiving a Rescindable Amount severally agrees with the Administrative Agent to repay to the Administrative Agent forthwith on demand the Rescindable Amount received by such Lender, L/C Issuer or Swing Line 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, L/C Issuer and Swing Line 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) or similar defense to its obligation to return any Rescindable Amount. The Administrative Agent shall inform each Lender, L/C Issuer and Swing Line Lender Recipient Party promptly upon determining that any payment made to such Lender, L/C Issuer or Swing Line Lender Recipient Party comprised, in whole or in part, a Rescindable Amount. This For the avoidance of doubt, no Loan Party nor any of their respective Affiliates shall have any obligations or liabilities directly or indirectly arising out of this Section 9.16 shall solely be an agreement between the Administrative Agent, the Lenders, the L/C Issuers and the Swing Line Lenderin respect of any Rescindable Amount.

Recovery of Erroneous Payments. Without limitation of any other provision Notwithstanding anything to the contrary in this Agreement, if at any time the Administrative Agent makes determines (in its sole and absolute discretion) that it has made a payment hereunder in error to any Lender or any Lender, L/C Issuer or Swing Line Lenderother Secured Party, whether or not in respect of an Obligation due and owing by the Borrower at such time, where such payment is a Rescindable Amount, then in any such event, each applicable Lender, L/C Issuer or Swing Line Lender such Person receiving a Rescindable Amount severally agrees with the Administrative Agent to repay to the Administrative Agent forthwith on demand the Rescindable Amount received by such Lender, L/C Issuer or Swing Line Lender 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 Swing Line Lender 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 defense 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 and Swing Line Lender or other Secured Party that received a Rescindable Amount promptly upon determining that any payment made to such Lender, L/C Issuer or Swing Line Lender Person comprised, in whole or in part, a Rescindable Amount. This Each Person’s obligations, agreements and waivers under this Section 9.16 9.13 shall solely be an agreement between survive the resignation or replacement of the Administrative Agent, any transfer of rights or obligations by, or the Lendersreplacement of, the a Lender or L/C Issuers and Issuer, the Swing Line Lendertermination of the Commitments and/or the repayment, satisfaction or discharge of all Obligations (or any portion thereof) under any Loan Document.

Recovery of Erroneous Payments. Without limitation of any other provision Notwithstanding anything to the contrary in this Agreement, if at any time the Administrative Agent makes determines (in its sole and absolute discretion) that it has made a payment hereunder in error to any Lender, the Issuing Bank, the Swingline Lender or any L/C Issuer or Swing Line Lenderother Secured Party, whether or not in respect of an Obligation due and owing by the any Borrower at such time, where such payment is a Rescindable Amount, then in any such event, each applicable Lender, L/C Issuer or Swing Line Lender such Person receiving a Rescindable Amount severally agrees with the Administrative Agent to repay to the Administrative Agent forthwith on demand the Rescindable Amount received by such Lender, L/C Issuer or Swing Line Lender 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, L/C Issuer the Issuing Bank, the Swingline Lender and Swing Line Lender 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 defense 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 the Issuing Bank, the Swingline Lender and Swing Line Lender each other Secured Party that received a Rescindable Amount promptly upon determining that any payment made to such Lender, L/C Issuer or Swing Line Lender Person comprised, in whole or in part, a Rescindable Amount. This Each Person’s obligations, agreements and waivers under this Section 9.16 8.12 shall solely be an agreement between survive the resignation or replacement of the Administrative Agent, any transfer of rights or obligations by, or the Lendersreplacement of, a Lender, the L/C Issuers and Issuing Bank or the Swing Line Swingline Lender, the termination of the Commitments and/or the repayment, satisfaction or discharge of all Obligations (or any portion thereof) under any Loan Document.

Recovery of Erroneous Payments. (a) Without limitation of any other provision in this Agreement, if at any time the Administrative Agent makes a payment hereunder in error to any Lender or any L/C Issuer or Swing Line LenderRecipient Party, whether or not in respect of an Obligation due and owing by the Borrower at such time, where such payment is a Rescindable Amount, then in any such event, each applicable Lender, L/C Issuer or Swing Line Lender Recipient Party receiving a Rescindable Amount severally agrees with the Administrative Agent to repay to the Administrative Agent forthwith on demand the Rescindable Amount received by such Lender, L/C Issuer or Swing Line 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, L/C Issuer each Lender Recipient Party shall not assert, and Swing Line Lender 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) or similar doctrine or defense to its obligation to return any Rescindable Amount. The Administrative Agent shall inform each Lender, L/C Issuer and Swing Line Lender Recipient Party promptly upon determining that any payment made to such Lender, L/C Issuer or Swing Line Lender Recipient Party comprised, in whole or in part, a Rescindable Amount. (b) Each Lender Recipient Party hereby further agrees that if it receives a payment from Agent or any of its Affiliates (x) that is in a different amount than, or on a different date from, that specified in a notice of 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. This Section 9.16 Each Lender agrees that, in each such case, or if it otherwise becomes aware a payment (or portion thereof) may have been sent in error, such Lender shall solely be an agreement between the Administrative 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 Lendersamount of any such payment (or portion thereof) as to which such a demand was made in same day funds, together with interest thereon in respect of each day from and including the date such payment (or portion thereof) was received by such Lender to the date such amount is repaid to Agent at the greater of the Federal Funds Rate and a rate determined by Agent in accordance with banking industry rules on interbank compensation from time to time in effect. (c) Borrower hereby agrees that (x) in the event a Rescindable Amount (or portion thereof) is not recovered from any Lender or Issuing Bank that has received a payment of such Rescindable Amount (or portion thereof), Agent shall be subrogated to all the rights of such Lender or Issuing Bank, as applicable, with respect to such amount and (y) a payment of a Rescindable Amount shall not pay, prepay, repay, discharge or otherwise satisfy any Obligations owed by Borrower, except, in each case, to the extent such payment is, and solely with respect to the amount of such payment that is, comprised of funds received by Agent from Borrower or any other Obligor for the purpose of paying, prepaying, repaying, discharging or otherwise satisfying any Obligations. (d) Each party’s obligations under Sections 5.5.3 and 12.16 shall survive the resignation or replacement of Agent or any transfer of rights or obligations by, or the replacement of, a Lender, the L/C Issuers and termination of the Swing Line LenderCommitments or the repayment, satisfaction or discharge of all Obligations under any Loan Document.

Recovery of Erroneous Payments. Without limitation of any other provision Notwithstanding anything to the contrary in this Agreement, if at any time the Administrative Agent makes determines (in its sole and absolute discretion) that it has made a payment hereunder in error to any Lender, the Letter of Credit Issuer, the Swing Line Lender or any L/C Issuer or Swing Line Lenderother Secured Party, whether or not in respect of an Obligation due and owing by the any Borrower at such time, where such payment is a Rescindable Amount, then in any such event, each applicable Lender, L/C Issuer or Swing Line Lender such Person receiving a Rescindable Amount severally agrees with the Administrative Agent to repay to the Administrative Agent forthwith on demand (and in any event within two (2) Business Days following such demand) the Rescindable Amount received by such Lender, L/C Issuer or Swing Line Lender 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, L/C Issuer and 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 defense 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 and the Letter of Credit Issuer, the Swing Line Lender and each other Secured Party that received a Rescindable Amount promptly upon determining that any payment made to such Lender, L/C Issuer or Swing Line Lender Person comprised, in whole or in part, a Rescindable Amount. This Each Person’s obligations, agreements and waivers under this Section 9.16 10.14 shall solely be an agreement between survive the resignation or replacement of the Administrative Agent, any transfer of rights or obligations by, or the Lendersreplacement of, a Lender, the L/C Issuers and Letter of Credit Issuer or the Swing Line Lender, the termination of the Commitments and/or the repayment, satisfaction or discharge of all Obligations (or any portion thereof) under any Loan Document.

Recovery of Erroneous Payments. Without limitation (a) If the Agent notifies a Lender, or any Person who has received funds on behalf of a Lender (any other provision in this Agreement, if at any time the Administrative Agent makes a payment hereunder in error to any such Lender or any L/C Issuer or Swing Line Lenderother recipient, a “Payment Recipient”) that the Agent has determined in its sole discretion (whether or not after receipt of any notice under immediately succeeding clause (b)) that any funds received by such Payment Recipient from the Agent or any of its Affiliates were erroneously transmitted to, or otherwise erroneously or mistakenly received by, such Payment Recipient (whether or not known to such Lender or other Payment Recipient on its behalf) (any such funds, 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 Erroneous Payment (or a portion thereof), such Erroneous Payment shall at all times remain the property of the Agent and shall be segregated by the Payment Recipient and held in trust for the benefit of the Agent, and such Lender 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 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 interest thereon in respect of an Obligation due and owing by the Borrower at such time, where such payment is a Rescindable Amount, then in any such event, each applicable Lender, L/C Issuer or Swing Line Lender receiving a Rescindable Amount severally agrees with the Administrative Agent to repay to the Administrative Agent forthwith on demand the Rescindable Amount received by such Lender, L/C Issuer or Swing Line 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 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 A notice of the Agent to any Payment Recipient under this clause (a) shall be conclusive, absent manifest error. (b) Without limiting immediately preceding clause (a), each Lender, L/C Issuer or any Person who has received funds on behalf of a Lender, 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 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 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 Agent (or any of its Affiliates), or (z) that such Lender, or other such recipient, otherwise becomes aware was transmitted, or received, in error or by mistake (in whole or in part) in each case: (A) in the case of immediately preceding clauses (x) or (y), an error shall be presumed to have been made (absent written confirmation from the Agent to the contrary) or (B) an error has been made (in the case of immediately preceding clause (z)), in each case, with respect to such payment, prepayment or repayment; and (ii) such Lender shall (and Swing Line shall cause any other recipient that receives funds on its respective behalf to) promptly (and, in all events, within one Business Day of its knowledge of such error) notify the Agent of its receipt of such payment, prepayment or repayment, the details thereof (in reasonable detail) and that it is so notifying the Agent pursuant to this Section 7.10(b). (c) Each Lender irrevocably waives hereby authorizes the Agent to set off, net and apply any and all defensesamounts at any time owing to such Lender hereunder, or otherwise payable or distributable by the Agent to such Lender from any source, against any amount due to the Agent under immediately preceding clause (a) or under the indemnification provisions of this Agreement. (d) In the event that an Erroneous Payment (or portion thereof) is not recovered by the Agent for any reason, after demand therefor by the Agent in accordance with immediately preceding clause (a), from any Lender that has received such Erroneous Payment (or portion thereof) (and/or from any Payment Recipient who received such Erroneous Payment (or portion thereof) on its respective behalf) (such unrecovered amount, an “Erroneous Payment Return Deficiency”), upon the Agent’s notice to such Lender at any time, (i) such Lender shall be deemed to have assigned its Advances (but not its Commitments) in an amount equal to the Erroneous Payment Return Deficiency (or such lesser amount as the Agent may specify) (such assignment of the Advances (but not Commitment), the “Erroneous Payment Deficiency Assignment”) at par plus any accrued and unpaid interest (with the assignment fee to be waived by the Agent in such instance), and is hereby (together with the Borrowers) deemed to execute and deliver an Assignment and Assumption (or, to the extent applicable, an agreement incorporating an Assignment and Assumption by reference pursuant to the Platform) with respect to such Erroneous Payment Deficiency Assignment, and such Lender shall deliver any Notes evidencing such Advances to the Borrowers or the Agent, (ii) the Agent as the assignee Lender shall be deemed to acquire the Erroneous Payment Deficiency Assignment, (iii) upon such deemed acquisition, the Agent as the assignee Lender shall become a Lender hereunder with respect to such Erroneous Payment Deficiency Assignment and the assigning Lender shall cease to be a Lender hereunder with respect to such Erroneous Payment Deficiency Assignment, excluding, for the avoidance of doubt, its obligations under the indemnification provisions of this Agreement and its applicable Commitments which shall survive as to such assigning Lender and (iv) the Agent may reflect in the Register its ownership interest in the Advances subject to the Erroneous Payment Deficiency Assignment. The Agent may, in its discretion, sell any Advances acquired pursuant to an Erroneous Payment Deficiency Assignment and upon receipt of the proceeds of such sale, the Erroneous Payment Return Deficiency owing by the applicable Lender shall be reduced by the net proceeds of the sale of such Advance (or portion thereof), and the Agent shall retain all other rights, remedies and claims against such Lender (and/or against any recipient that receives funds on its respective behalf). For the avoidance of doubt, no Erroneous Payment Deficiency Assignment will reduce the Commitment of any Lender and such Commitment shall remain available in accordance with the terms of this Agreement. In addition, each party hereto agrees that, except to the extent that the Agent has sold an Advance (or portion thereof) acquired pursuant to an Erroneous Payment Deficiency Assignment, and irrespective of whether the Agent may be equitably subrogated, the Agent shall be contractually subrogated to all the rights and interests of the applicable Lender hereunder with respect to each Erroneous Payment Return Deficiency. (e) The parties hereto agree that an Erroneous Payment shall not pay, prepay, repay, discharge or otherwise satisfy any obligations owed by any Borrower hereunder, except to the extent such Erroneous Payment is, and solely with respect to the amount of such Erroneous Payment that is, comprised of funds received by the Agent from any Borrower for the purpose of making such Erroneous Payment. (f) To the extent permitted by applicable law, no Payment Recipient shall assert any right or claim to an Erroneous Payment, and hereby waives, and is deemed to waive, any claim, counterclaim, defense or right of set-off or recoupment with respect to any demand, claim or counterclaim by the Agent for the return of any Erroneous Payment received, including without limitation waiver of any defense based on “discharge for value” or any similar doctrine. (g) Each party’s obligations, agreements and waivers under which this Section 7.10 shall survive the resignation or replacement of the Agent, any transfer of rights or obligations by, or the replacement of, a creditor might otherwise claim a right to retain funds mistakenly paid by a third party in respect of a debt owed by another) or similar defense to its obligation to return any Rescindable Amount. The Administrative Agent shall inform each Lender, L/C Issuer and Swing Line Lender promptly upon determining that the termination of the Commitments and/or the repayment, satisfaction or discharge of all obligations (or any payment made to such Lender, L/C Issuer or Swing Line Lender comprised, in whole or in part, a Rescindable Amount. This Section 9.16 shall solely be an agreement between portion thereof) of the Administrative Agent, the Lenders, the L/C Issuers and the Swing Line Lenderparties hereunder.

Recovery of Erroneous Payments. Without limitation of any other provision Notwithstanding anything to the contrary in this Agreement, if at any time the Administrative Agent makes determines (in its sole and absolute discretion) that it has made a payment hereunder in error to any Lender Lender, the Letter of Credit Issuer or any L/C Issuer or Swing Line Lenderother Secured Party, whether or not in respect of an Obligation due and owing by the Borrower any Loan Party at such time, where such payment is a Rescindable Amount, then in any such event, each applicable Lender, L/C Issuer or Swing Line Lender such Person receiving a Rescindable Amount severally agrees with the Administrative Agent to repay to the Administrative Agent forthwith on demand the Rescindable Amount received by such Lender, L/C Issuer or Swing Line Lender 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, L/C the Letter of Credit Issuer and Swing Line Lender 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 defense 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 and Swing Line Lender each other Secured Party that received a Rescindable Amount promptly upon determining that any payment made to such Lender, L/C Issuer or Swing Line Lender Person comprised, in whole or in part, a Rescindable Amount. This Each Person’s obligations, agreements and waivers under this Section 9.16 10.14 shall solely be an agreement between survive the resignation or replacement of the Administrative Agent, any transfer of rights or obligations by, or the Lendersreplacement of, a Lender or the Letter of Credit Issuer, the L/C Issuers and termination of the Swing Line LenderCommitments and/or the repayment, satisfaction or discharge of all Obligations (or any portion thereof) under any Loan Document.

Recovery of Erroneous Payments. Without limitation of any other provision Notwithstanding anything to the contrary in this Agreement, if at any time the Administrative Agent makes determines (in its sole and absolute discretion) that it has made a payment hereunder in error to any Lender or any L/C Issuer or Swing Line LenderIssuer, whether or not in respect of an Obligation due and owing by the Borrower Borrowers at such time, where such payment is a Rescindable Amount, then in any such event, each applicable Lender, L/C Issuer or Swing Line Lender such Person receiving a Rescindable Amount severally agrees with the Administrative Agent to repay to the Administrative Agent forthwith on demand the Rescindable Amount received by such Lender, L/C Issuer or Swing Line Lender 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 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 defense 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 and Swing Line Lender that received a Rescindable Amount promptly upon determining that any payment made to such Lender, L/C Issuer or Swing Line Lender Person comprised, in whole or in part, a Rescindable Amount. This Each Person’s obligations, agreements and waivers under this Section 9.16 shall solely be an agreement between survive the resignation or replacement of the Administrative Agent, any transfer of rights or obligations by, or the Lendersreplacement of, the a Lender or L/C Issuers and Issuer, the Swing Line Lendertermination of the Commitments and/or the repayment, satisfaction or discharge of all Obligations (or any portion thereof) under any Loan Document.

Recovery of Erroneous Payments. Without limitation of any other provision (a) Notwithstanding anything to the contrary in this Agreement, if at any time the Administrative Agent makes determines (in its sole and absolute discretion) that it has made a payment hereunder under this Agreement in error to any Lender or any L/C Issuer or Swing Line Lenderother Finance Party, whether or not in respect of an any Secured Obligation due and owing by the Borrower at such time, where such payment is a Rescindable Amount, then in any such event, each applicable Lender, L/C Issuer or Swing Line Lender such Person receiving a Rescindable Amount severally agrees with the Administrative Agent to repay to the Administrative Agent forthwith on demand the Rescindable Amount received by such Lender, L/C Issuer or Swing Line Lender 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. . (b) Each Lender, L/C Issuer Lender and Swing Line Lender each other Finance 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 defense defenses (whether at law or in equity) to its obligation to return any Rescindable Amount. . (c) The Administrative Agent shall inform each Lender, L/C Issuer and Swing Line Lender or other Finance Party that it has received a Rescindable Amount promptly upon determining that any payment made to such Lender, L/C Issuer or Swing Line Lender Person comprised, in whole or in part, a Rescindable Amount. This . (d) Each Person’s obligations, agreements and waivers under this Section 9.16 17.3 shall solely be an agreement between survive the resignation or replacement of the Administrative Agent, any transfer of rights or obligations by, or the Lendersreplacement of, a Lender or other Finance Party, the L/C Issuers and termination of the Swing Line LenderTotal Commitment Amount and/or the repayment, satisfaction or discharge of all Secured Obligations (or any portion thereof) under any Finance Document.

Recovery of Erroneous Payments. Without limitation of any other provision Notwithstanding anything to the contrary in this Agreement, if at any time the Administrative Agent makes determines (in its sole and absolute discretion) that it has made a payment hereunder in error to any Lender or any Lender, L/C Issuer or Swing Line Lenderother Secured Party, whether or not in respect of an Obligation Obligations due and owing by the a Borrower at such time, where such payment is a Rescindable Amount, then in any such event, each applicable Lender, L/C Issuer or Swing Line Lender such Person receiving a Rescindable Amount severally agrees with the Administrative Agent to repay to the Administrative Agent forthwith on demand the Rescindable Amount received by such Lender, L/C Issuer or Swing Line Lender 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 Swing Line Lender 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 defense 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 and Swing Line Lender or other Secured Party that received a Rescindable Amount promptly upon determining that any payment made to such Lender, L/C Issuer or Swing Line Lender Person comprised, in whole or in part, a Rescindable Amount. This Each Person’s obligations, agreements and waivers under this Section 9.16 10.12 shall solely be an agreement between survive the resignation or replacement of the Administrative Agent, any transfer of rights or obligations by, or the Lendersreplacement of, the a Lender or L/C Issuers and Issuer, the Swing Line Lendertermination of the Commitments and/or the repayment, satisfaction or discharge of all Obligations (or any portion thereof) under any Loan Document.

Recovery of Erroneous Payments. Without limitation of any other provision in this Agreement, if at any time (a) If the Administrative Agent makes notifies a payment hereunder in error to any Lender, Issuing Lender, Swingline Lender or Secured Party, or any L/C Issuer or Swing Line 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 discretion (whether or not in respect after receipt of an Obligation due and owing any notice under immediately succeeding clause (b)) that any funds received by the Borrower at such time, where such payment is a Rescindable Amount, then in any such event, each applicable Lender, L/C Issuer or Swing Line Lender receiving a Rescindable Amount severally agrees with 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 repay such Lender, Issuing Lender, Swingline Lender, Secured Party or other Payment Recipient on its behalf) (any such funds, whether received as a payment, prepayment or repayment of principal, interest, fees, distribution or otherwise, individually and collectively, an “Erroneous Payment”) and demands the return of such Erroneous Payment (or a portion thereof), such Erroneous Payment shall at all times remain the property of the Administrative Agent and shall be segregated by the Payment Recipient and held in trust for the benefit of the Administrative Agent, and such Lender, Issuing Lender, Swingline Lender or Secured Party shall (or, with respect to any Payment Recipient who received such funds on its behalf, shall cause such Payment Recipient to) promptly, but in no event later than 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 Lenderwas made, L/C Issuer or Swing Line Lender 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, L/C Issuer and 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 A notice of a debt owed by another) or similar defense to its obligation to return any Rescindable Amount. The the Administrative Agent to any Payment Recipient under this clause (a) shall inform be conclusive, absent manifest error. (b) Without limiting immediately preceding clause (a), each Lender, L/C Issuer and Swing Line Issuing Lender, Swingline Lender promptly upon determining 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 payment made 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, L/C Issuer Issuing Lender, Swingline Lender or Swing Line Lender comprisedSecured Party, or other such recipient, otherwise becomes aware was transmitted, or received, in error or by mistake (in whole or in part) in each case: (i) in the case of immediately preceding clauses (x) or (y), a Rescindable Amount. This Section 9.16 an error shall solely be an agreement between presumed to have been made (absent written confirmation from the Administrative AgentAgent to the contrary) or (B) an error has been made (in the case of immediately preceding clause (z)), in each case, with respect to such payment, prepayment or repayment; and (ii) such Lender, Issuing Lender, Swingline Lender or Secured Party shall (and shall cause any other recipient that receives funds on its respective behalf to) promptly (and, in all events, within one (1) Business Day of its knowledge of such error) notify the Administrative Agent of its receipt of such payment, prepayment or repayment, the Lendersdetails thereof (in reasonable detail) and that it is so notifying the Administrative Agent pursuant to this Section 9.15(b). (c) Each Lender, Issuing Lender, Swingline Lender or Secured Party hereby authorizes the L/C Issuers Administrative Agent to set off, net and apply any and all amounts at any time owing to such Lender, Issuing Lender, Swingline Lender or Secured Party under any Loan Document, or otherwise payable or distributable by the Swing Line Administrative Agent to such Lender, Issuing Lender, Swingline Lender or Secured Party from any source, against any amount due to the Administrative Agent under clause (a) hereof or under the indemnification provisions of this Agreement.

Recovery of Erroneous Payments. Without limitation of any other provision in this Agreement, if at any time the Administrative Agent makes a payment hereunder in error to any Lender or any L/C Issuer or Swing Line Lender, whether or not in respect of an Obligation due and owing by the Borrower at such time, where such payment is a Rescindable Amount, then in any such event, each applicable Lender, L/C Issuer or Swing Line Lender receiving a Rescindable Amount severally agrees with the Administrative Agent to repay to the Administrative Agent forthwith on demand the Rescindable Amount received by such Lender, L/C Issuer or Swing Line 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, L/C Issuer and 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) or similar defense to its obligation to return any Rescindable Amount. The Administrative Agent shall inform each Lender, L/C Issuer and Swing Line Lender promptly upon determining that any payment made to such Lender, L/C Issuer or Swing Line Lender comprised, in whole or in part, a Rescindable Amount. This . (q) Clause (iii) of Section 9.16 10.07(b)(i)(A) of the Existing Credit Agreement is hereby amended and restated in its entirety to read: (A) the Borrower; provided that no consent of the Borrower shall solely be required for (i) an agreement between assignment of all or any portion of the Administrative AgentTerm Loans to a Lender, an Affiliate of a Lender or an Approved Fund, (ii) [reserved], (iii) an assignment of all or any portion of the LendersTerm Loans to a Specified Holder (as defined in the (x) Comprehensive Credit Agreement or (y) Entertainment I Credit Agreement, as applicable) or (iv) an assignment of all or a portion of the L/C Issuers Loans pursuant to Section 10.07(m); (r) Section 10.07(m) of the Existing Credit Agreement is hereby amended by deleting the phrase “, so long as no Default or Event of Default has occurred and is continuing or would result therefrom,”. (s) A new Exhibit J-3 is hereby added to the Swing Line LenderExisting Credit Agreement as set forth on Annex II hereto.

Recovery of Erroneous Payments. Without limitation of any other provision Notwithstanding anything to the contrary in this Agreement, if at any time the Administrative Agent makes determines (in its sole and absolute discretion) that it has made a payment hereunder in error to any Lender or any L/C Issuer or Swing Line LenderIssuer, whether or not in respect of an Obligation due and owing by the Borrower at such time, where such payment is a Rescindable Amount, then in any such event, each applicable Lender, L/C Issuer or Swing Line Lender such Person receiving a Rescindable Amount severally agrees with the Administrative Agent to repay to the Administrative Agent forthwith on demand the Rescindable Amount received by such Lender, L/C Issuer or Swing Line Lender 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 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 defense 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 and Swing Line Lender that received a Rescindable Amount promptly upon determining that any payment made to such Lender, L/C Issuer or Swing Line Lender Person comprised, in whole or in part, a Rescindable Amount. This Each Person’s obligations, agreements and waivers under this Section 9.16 11.12 shall solely be an agreement between survive the resignation or replacement of the Administrative Agent, any transfer of rights or obligations by, or the Lendersreplacement of, the a Lender or L/C Issuers and Issuer, the Swing Line Lender.termination of the Commitments and/or the repayment, satisfaction or discharge of all Obligations (or any portion thereof) under any Loan Document:

Recovery of Erroneous Payments. Without limitation of any other provision in this Agreement, (a) Each Lender hereby agrees that (i) if at any time the Administrative Agent makes a payment hereunder notifies such Lender that the Administrative Agent has determined in error to its sole discretion that any funds received by such Lender from the Administrative Agent or any L/C Issuer of its Affiliates (whether as a payment, prepayment or Swing Line Lenderrepayment of principal, interest, fees or otherwise; individually and collectively, a “Payment”) were erroneously transmitted to such Lender (whether or not known to such Lender), and demands the return of such Payment (or a portion thereof), such Lender shall promptly, but in respect of an Obligation due and owing by the Borrower at no event later than one Business Day thereafter (or such time, where such payment is a Rescindable Amount, then in any such event, each applicable Lender, L/C Issuer or Swing Line Lender receiving a Rescindable Amount severally agrees with later date as the Administrative Agent to repay may, in its sole discretion, specify in writing), return to the Administrative Agent forthwith on the amount of any such Payment (or portion thereof) as to which such a demand the Rescindable Amount received by such Lenderwas made in same day funds, L/C Issuer or Swing Line Lender in immediately available 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 Payment (or portion thereof) was received by it such Lender to but excluding the date of payment such amount is repaid to the Administrative Agent, Agent at the greater of the Federal Funds NYFRB 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, L/C Issuer and Swing Line (ii) to the extent permitted by applicable law, such Lender irrevocably waives shall not assert, and hereby waives, as to the Administrative Agent, 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 Payments received, including without limitation any defense based on “discharge for value” or any similar doctrine. A notice of the Administrative Agent to any Lender under this Section 9.11 shall be conclusive, absent manifest error. (under which b) Each Lender hereby further agrees that if it receives a creditor might otherwise claim Payment from the Administrative Agent or any of its Affiliates (i) that is in a right different amount than, or on a different date from, that specified in a notice of payment sent by the Administrative Agent (or any of its Affiliates) with respect to retain funds mistakenly paid such Payment (a “Payment Notice”) or (ii) that was not preceded or accompanied by a third party Payment Notice, it shall be on notice, in each such case, that an error has been made with respect of to such Payment. Each Lender agrees that, in each such case, or if it otherwise becomes aware a debt owed by anotherPayment (or portion thereof) or similar defense to its obligation to return any Rescindable Amount. The may have been sent in error, such Lender shall promptly notify the Administrative Agent shall inform each Lenderof such occurrence and, L/C Issuer and Swing Line Lender promptly upon determining that any payment made to such Lender, L/C Issuer or Swing Line Lender comprised, in whole or in part, a Rescindable Amount. This Section 9.16 shall solely be an agreement between demand from the Administrative Agent, it shall promptly, but in no event later than one Business Day thereafter (or such later date as the LendersAdministrative Agent may, in its sole discretion, specify in writing), return to the Administrative Agent the amount of any such Payment (or portion thereof) as to which such a demand was made in same day funds, together with interest thereon (except to the extent waived in writing by the Administrative Agent) in respect of each day from and including the date such Payment (or portion thereof) was received by such Lender to the date such amount is repaid to the Administrative Agent at the greater of the NYFRB Rate and a rate determined by the Administrative Agent in accordance with banking industry rules on interbank compensation from time to time in effect. (c) The Borrower hereby agrees that (i) in the event an erroneous Payment (or portion thereof) is not recovered from any Lender that has received such Payment (or portion thereof) for any reason, the L/C Issuers Administrative Agent shall be subrogated to all the rights of such Lender with respect to such amount and (ii) an erroneous Payment shall not pay, prepay, repay, discharge or otherwise satisfy any obligations owed by the Swing Line Borrower. (d) Each party’s obligations under this Section 9.11 shall survive the resignation or replacement of the Administrative Agent or any transfer of rights or obligations by, or the replacement of, a Lender, the termination of the Commitments or the repayment, satisfaction or discharge of all Obligations under any Loan Document.

Recovery of Erroneous Payments. Without limitation of any other provision Notwithstanding anything to the contrary in this Agreement, if at any time the Administrative Agent makes determines (in its sole and absolute discretion) that it has made a payment hereunder in error to any Lender, Swing Line Lender or any L/C Issuer or Swing Line LenderIssuer, whether or not in respect of an Obligation due and owing by the Borrower at such time, where such payment is a Rescindable Amount, then in any such event, each applicable Lender, L/C Issuer or Swing Line Lender such Person receiving a Rescindable Amount severally agrees with the Administrative Agent to repay to the Administrative Agent forthwith on demand the Rescindable Amount received by such Lender, L/C Issuer or Swing Line Lender 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 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 defense 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 and Swing Line Lender that received a Rescindable Amount promptly upon determining that any payment made to such Lender, L/C Issuer or Swing Line Lender Person comprised, in whole or in part, a Rescindable Amount. This Each Person’s obligations, agreements and waivers under this Section 9.16 13.23 shall solely be an agreement between survive the resignation or replacement of the Administrative Agent, any transfer of rights or obligations by, or the Lendersreplacement of, the a Lender, Swing Line Lender or L/C Issuers and Issuer, the Swing Line Lendertermination of the Commitments and/or the repayment, satisfaction or discharge of all Obligations (or any portion thereof) under any Loan Document.

Recovery of Erroneous Payments. Without limitation of any other provision Notwithstanding anything to the contrary in this Agreement, if at any time the Administrative Agent makes determines (in its sole and absolute discretion) that it has made a payment hereunder in error to any Lender Lenders or any L/C Issuer Issuers (or Swing Line Lendertheir applicable Affiliates), whether or not in respect of an a Secured Obligation due and owing by the Borrower any Loan Party at such time, where such payment is a Rescindable Amount, then in any such event, each applicable Lender, L/C Issuer or Swing Line Lender such Person receiving a Rescindable Amount severally agrees with the Administrative Agent to repay to the Administrative Agent forthwith on demand the Rescindable Amount received by such Lender, L/C Issuer or Swing Line Lender 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 Swing Line Lender (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 defense 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 and Swing Line Lender (or their applicable Affiliates) that received a Rescindable Amount promptly upon determining that any payment made to such Lender, L/C Issuer or Swing Line Lender Person comprised, in whole or in part, a Rescindable Amount. This Each Person’s obligations, agreements and waivers under this Section 9.16 shall solely be an agreement between survive the resignation or replacement of the Administrative Agent, any transfer of rights or obligations by, or the Lendersreplacement of, the a Lender or L/C Issuers and Issuer, the Swing Line Lendertermination of the Commitments and/or the repayment, satisfaction or discharge of all Secured Obligations (or any portion thereof) under any Loan Document.

Recovery of Erroneous Payments. Without limitation of any other provision in this Agreement, if at any time (a) If the Administrative Agent makes (x) notifies a payment hereunder in error to any Lender or any L/C Issuer Person who has received funds on behalf of a Lender (any such Lender or Swing Line Lenderother 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 of an Obligation due and owing such notice from the Administrative Agent) received by the Borrower at such time, where such payment is a Rescindable Amount, then in any such event, each applicable Lender, L/C Issuer or Swing Line Lender receiving a Rescindable Amount severally agrees with 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 repay such Lender or other Payment Recipient on its behalf) (any such funds, whether transmitted or received as a payment, prepayment or repayment of principal, interest, fees, distribution or otherwise, individually and collectively, an “Erroneous Payment”) and (y) demands in writing the return of such Erroneous Payment (or a portion thereof) (provided, that, without limiting any other rights or remedies (whether at law or in equity), the Administrative Agent may not make any such demand under this clause (a) with respect to an Erroneous Payment unless such demand is made within 5 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 12.10.2 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 (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 Lenderwas made, L/C Issuer or Swing Line Lender 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 A notice of the Administrative Agent to any Payment Recipient under this clause (a) shall be conclusive, absent manifest error. (b) Without limiting immediately preceding clause (a), each Lender or any Person who has received funds on behalf of a Lender (and each of their respective successors and assigns), agrees that if it receives 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 this Agreement or 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, L/C Issuer or other such recipient, otherwise becomes aware was transmitted, or received, in error or by mistake (in whole or in part), then in each such case: (i) it acknowledges and Swing Line agrees that (A) in the case of immediately preceding clauses (x) or (y), an error and mistake shall be presumed to have been made (absent written confirmation from the Administrative Agent to the contrary) or (B) an error and mistake has been made (in the case of immediately preceding clause (z)), in each case, with respect to such payment, prepayment or repayment; and (ii) such Lender irrevocably waives shall use commercially reasonable efforts to (and shall use commercially reasonable efforts to cause any other recipient that receives funds on its respective behalf to) promptly (and, in all events, within one Business Day of its knowledge of the occurrence of any of the circumstances described in immediately preceding clauses (x), (y) and (z)) notify the Administrative Agent of its receipt of such payment, prepayment or repayment, the details thereof (in reasonable detail) and that it is so notifying the Administrative Agent pursuant to this Section 12.10.2(b). For the avoidance of doubt, the failure to deliver a notice to the Administrative Agent pursuant to this Section 12.10.2(b) shall not have any effect on a Payment Recipient’s obligations pursuant to Section 12.10.2(a) or on whether or not an Erroneous Payment has been made. (c) Each Lender hereby authorizes the Administrative Agent to set off, net and apply any and all defensesamounts at any time owing to such Lender under any Loan Document, including or otherwise payable or distributable by the Administrative Agent to such Lender under any Loan Document with respect to any payment of principal, interest, fees or other amounts, against any amount that the Administrative Agent has demanded to be returned under immediately preceding clause (a). (i) In the event that an Erroneous Payment (or portion thereof) is not recovered by the Administrative Agent for any reason, after demand therefor in accordance with immediately preceding clause (a), from any Lender that has received such Erroneous Payment (or portion thereof) (and/or from any Payment Recipient who received such Erroneous Payment (or portion thereof) on its respective behalf) (such unrecovered amount, an “Erroneous Payment Return Deficiency”), upon the Administrative Agent’s notice to such Lender at any time, then effective immediately (with the consideration therefor being acknowledged by the parties hereto), (A) such Lender shall be deemed to have assigned its Loans (but not its Commitment) with respect to which such Erroneous Payment was made (the “Erroneous Payment Impacted Class”) in an amount equal to the Erroneous Payment Return Deficiency (or such lesser amount as the Administrative Agent may specify) (such assignment of the Loans (but not Commitment) of the Erroneous Payment Impacted Class, the “Erroneous Payment Deficiency Assignment”) (on a cashless basis and such amount calculated at par plus any accrued and unpaid interest (with the assignment fee to be waived by the Administrative Agent in such instance)), and is hereby (together with the Borrower) deemed to execute and deliver an Assignment (or, to the extent applicable, an agreement incorporating an Assignment by reference pursuant to a Platform as to which the Administrative Agent and such parties are participants) with respect to such Erroneous Payment Deficiency Assignment, and such Lender shall deliver any promissory notes evidencing such Loans to the Borrower or the Administrative Agent (but the failure of such Person to deliver any such promissory notes shall not affect the effectiveness of the foregoing assignment), (B) the Administrative Agent as the assignee Lender shall be deemed to have acquired the Erroneous Payment Deficiency Assignment, (C) upon such deemed acquisition, the Administrative Agent as the assignee Lender shall become a Lender, as applicable, hereunder with respect to such Erroneous Payment Deficiency Assignment and the assigning Lender shall cease to be a Lender, as applicable, hereunder with respect to such Erroneous Payment Deficiency Assignment, excluding, for the avoidance of doubt, its obligations under the indemnification provisions of this Agreement and its applicable Commitment which shall survive as to such assigning Lender, (D) the Administrative Agent and the Borrower shall each be deemed to have waived any consents required under this Agreement to any such Erroneous Payment Deficiency Assignment, and (E) the Administrative Agent will reflect in the Register its ownership interest in the Loans subject to the Erroneous Payment Deficiency Assignment. For the avoidance of doubt, no Erroneous Payment Deficiency Assignment will reduce the Commitment of any Lender. (ii) Subject to Section 13.3, the Administrative Agent may, in its discretion, sell any Loans acquired pursuant to an Erroneous Payment Deficiency Assignment and upon receipt of the proceeds of such sale, the Erroneous Payment Return Deficiency owing by the applicable Lender shall be reduced by the net proceeds of the sale of such Loan (or portion thereof), and the Administrative Agent shall retain all other rights, remedies and claims against such Lender (and/or against any recipient that receives funds on its respective behalf). In addition, an Erroneous Payment Return Deficiency owing by the applicable Lender (x) shall be reduced by the proceeds of prepayments or repayments of principal and interest, or other distribution in respect of principal and interest, received by the Administrative Agent on or with respect to any such Loans acquired from such Lender pursuant to an Erroneous Payment Deficiency Assignment (to the extent that any such Loans are then owned by the Administrative Agent) and (y) may, in the sole discretion of the Administrative Agent, be reduced by any amount specified by the Administrative Agent in writing to the applicable Lender from time to time. (e) The parties hereto agree that (x) irrespective of whether the Administrative Agent may be equitably subrogated, in the event that an Erroneous Payment (or portion thereof) is not recovered from any Payment Recipient that has received such Erroneous Payment (or portion thereof) for any reason, the Administrative Agent shall be subrogated to all the rights and interests of such Payment Recipient (and, in the case of any Payment Recipient who has received funds on behalf of a Lender, to the rights and interests of such Lender, as the case may be) under the Loan Documents with respect to such amount (the “Erroneous Payment Subrogation Rights”) (provided that the Loan Parties’ Obligations under the Loan Documents in respect of the Erroneous Payment Subrogation Rights shall not be duplicative of such Obligations in respect of Loans that have been assigned to the Administrative Agent under an Erroneous Payment Deficiency Assignment) and (y) an Erroneous Payment shall not pay, prepay, repay, discharge or otherwise satisfy any Obligations owed by the Borrower or any other Obligor; provided that this Section 12.10.2 shall not be interpreted to increase (or accelerate the due date for), or have the effect of increasing (or accelerating the due date for), the Obligations of the Borrower relative to the amount (and/or timing for payment) of the Obligations that would have been payable had such Erroneous Payment not been made by the Administrative Agent; provided, further, that for the avoidance of doubt, immediately preceding clauses (x) and (y) shall not apply to the extent any such Erroneous Payment is, and solely with respect to the amount of such Erroneous Payment that is, comprised of funds received by the Administrative Agent from the Borrower for the purpose of making such Erroneous Payment. (f) To the extent permitted by applicable law, no Payment Recipient shall assert any right or claim to an Erroneous Payment, and hereby waives, and is deemed to waive, any claim, counterclaim, defense or right of set-off or recoupment with respect to any demand, claim or counterclaim by the Administrative Agent for the return of any Erroneous Payment received, including, without limitation, any defense based on “discharge for value” or any similar doctrine. (g) Each party’s obligations, agreements and waivers under which a creditor might otherwise claim a right to retain funds mistakenly paid by a third party in respect this Section 12.10.2 shall survive the resignation or replacement of a debt owed by another) or similar defense to its obligation to return any Rescindable Amount. The Administrative Agent shall inform each Lender, L/C Issuer and Swing Line Lender promptly upon determining that any payment made to such Lender, L/C Issuer or Swing Line Lender comprised, in whole or in part, a Rescindable Amount. This Section 9.16 shall solely be an agreement between the Administrative Agent, any transfer of rights or obligations by, or the Lendersreplacement of, a Lender, the L/C Issuers and termination of the Swing Line LenderCommitments and/or the repayment, satisfaction or discharge of all Obligations (or any portion thereof) under any Loan Document.

Recovery of Erroneous Payments. Without limitation of any other provision Notwithstanding anything to the contrary in this Agreement, if at any time the Administrative Agent makes determines (in its sole and absolute discretion) that it has made a payment hereunder in error to any Lender, the Letter of Credit Issuer, the Swing Line Lender or any L/C Issuer or Swing Line Lenderother Secured Party, whether or not in respect of an Obligation due and owing by the any Borrower at such time, where such payment is a Rescindable Amount, then in any such event, each applicable Lender, L/C Issuer or Swing Line Lender such Person receiving a Rescindable Amount severally agrees with the Administrative Agent to repay to the Administrative Agent forthwith on demand the Rescindable Amount received by such Lender, L/C Issuer or Swing Line Lender 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, L/C Issuer and 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 defense 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 and the Swing Line Lender and each other Secured Party that received a Rescindable Amount promptly upon determining that any payment made to such Lender, L/C Issuer or Swing Line Lender Person comprised, in whole or in part, a Rescindable Amount. This Each Person’s obligations, agreements and waivers under this Section 9.16 10.14 shall solely be an agreement between survive the resignation or replacement of the Administrative Agent, any transfer of rights or obligations by, or the Lendersreplacement of, a Lender, the L/C Issuers and Letter of Credit Issuer or the Swing Line Lender, the termination of the Revolving Credit Commitments and/or the repayment, satisfaction or discharge of all Obligations (or any portion thereof) under any Loan Document.

Recovery of Erroneous Payments. Without limitation of any other provision Notwithstanding anything to the contrary in this Agreement, if at any time the Administrative Agent makes determines (in its sole and absolute discretion) that it has made a payment hereunder in error to any Lender or any Lender, L/C Issuer or Swing Line Lenderother Secured Party, whether or not in respect of an Obligation due and owing by the Borrower at such time, where such payment is a Rescindable Amount, then in any such event, each applicable Lender, L/C Issuer or Swing Line Lender such Person receiving a Rescindable Amount severally agrees with the Administrative Agent to repay to the Administrative Agent forthwith on demand the Rescindable Amount received by such Lender, L/C Issuer or Swing Line Lender 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 Swing Line Lender 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 defense 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 and Swing Line Lender or other Secured Party that received a Rescindable Amount promptly upon determining that any payment made to such Lender, L/C Issuer or Swing Line Lender Person comprised, in whole or in part, a Rescindable Amount. This Each Person’s obligations, agreements and waivers under this Section 9.16 11.14 shall solely be an agreement between survive the resignation or replacement of the Administrative Agent, any transfer of rights or obligations by, or the Lendersreplacement of, the a Lender or L/C Issuers and Issuer, the Swing Line Lender.termination of the Commitments and/or the repayment, satisfaction or discharge of all Obligations (or any portion thereof) under any Loan Document:

Recovery of Erroneous Payments. Without limitation of any other provision Notwithstanding anything to the contrary in this Agreement, if at any time the Administrative Agent makes determines (in its sole and absolute discretion) that it has made a payment hereunder in error to any Lender Lenders or any L/C Issuer Issuers (or Swing Line Lendertheir applicable Affiliates), whether or not in respect of an a Secured Obligation due and owing by the Borrower any Loan Party at such time, where such payment is a Rescindable Amount, then in any such event, each applicable Lender, L/C Issuer or Swing Line Lender such Person receiving a Rescindable Amount severally agrees with the Administrative Agent to repay to the Administrative Agent forthwith on demand the Rescindable Amount received by such Lender, L/C Issuer or Swing Line Lender 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 Swing Line Lender (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 defense 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 and Swing Line Lender (or their applicable Affiliates) that received a Rescindable Amount promptly upon determining that any payment made to such Lender, L/C Issuer or Swing Line Lender Person comprised, in whole or in part, a Rescindable Amount. This Each Person’s obligations, agreements and waivers under this Section 9.16 shall solely be an agreement between survive the resignation or replacement of the Administrative Agent, any transfer of rights or obligations by, or the Lendersreplacement of, the a Lender or L/C Issuers Issuer, the termination of the Commitments and/or the repayment, satisfaction or discharge of all Secured Obligations (or any portion thereof) under any Loan Document. 1.12. Exhibit F (Compliance Certificate) of the Existing Credit Agreement shall be amended and the Swing Line Lenderrestated in its entirety to read as set forth on Annex I attached hereto and made a part hereof.

Recovery of Erroneous Payments. Without limitation of any other provision Notwithstanding anything to the contrary in this Agreement, if at any time the Administrative Agent makes determines (in its sole and absolute discretion) that it has made a payment hereunder in error to any Lender Lender, Swingline Lender, Issuing Bank or any L/C Issuer or Swing Line Lenderother Secured Party, whether or not in respect of an Obligation due and owing by the Borrower any Loan Party at such time, where such payment is a Rescindable Amount, then in any such event, each applicable Lender, L/C Issuer or Swing Line Lender such Person receiving a Rescindable Amount severally agrees with the Administrative Agent to repay to the Administrative Agent forthwith on demand the Rescindable Amount received by such Lender, L/C Issuer or Swing Line Lender 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, L/C Issuer each Swingline Lender, each Issuing Bank and Swing Line Lender 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 defense 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 and Swing Line Lender Swingline Lender, Issuing Bank or other Secured Party that received a Rescindable Amount promptly upon determining that any payment made to such Lender, L/C Issuer or Swing Line Lender Person comprised, in whole or in part, a Rescindable Amount. This Each Person’s obligations, agreements and waivers under this Section 9.16 8.15 shall solely be an agreement between survive the resignation or replacement of the Administrative Agent, any transfer of rights or obligations by, or the Lendersreplacement of, a Lender, Swingline Lender or Issuing Bank, the L/C Issuers and termination of the Swing Line LenderCommitments and/or the repayment, satisfaction or discharge of all Obligations (or any portion thereof) under any Loan Document.

Recovery of Erroneous Payments. Without limitation of any other provision in this Agreement, (a) Each Lender hereby agrees that (x) if at any time the Administrative Agent makes a payment hereunder notifies such Lender that the Administrative Agent has determined in error to its sole discretion that any funds received by such Lender from the Administrative Agent or any L/C Issuer of its Affiliates (whether as a payment, prepayment or Swing Line Lenderrepayment of principal, interest, fees or otherwise; individually and collectively, an “Erroneous Payment”) were erroneously transmitted to such Lender (whether or not known to such Lender), and demands the return of such Erroneous Payment (or a portion thereof), such Lender shall promptly, but in respect of an Obligation due and owing by the Borrower at such timeno event later than one Business Day thereafter, where such payment is a Rescindable Amount, then in any such event, each applicable Lender, L/C Issuer or Swing Line Lender receiving a Rescindable Amount severally agrees with the Administrative Agent to repay 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 Lenderwas made in same day funds, L/C Issuer or Swing Line Lender in immediately available 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 to but excluding the date of payment such amount is repaid to the Administrative Agent at the NYFRB Rate from time to time in effect, and (y) to the extent permitted by applicable law, such Lender shall not assert, and hereby waives, as to the Administrative Agent, any claim, counterclaim, defense or right of set-off or recoupment with respect to any demand, claim or counterclaim by the Administrative Agent for the return of any Erroneous Payments received, including without limitation any defense based on “discharge for value” or any similar doctrine. A notice of the Administrative Agent to any Lender under this Section 8.13 shall be conclusive, absent manifest error. (b) Each Lender hereby further agrees that if it receives an Erroneous Payment from the Administrative Agent or any of its Affiliates (x) that is in a different amount than, or on a different date from, that specified in a notice of payment sent by the Administrative Agent (or any of its Affiliates) with respect to such Erroneous Payment (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 Erroneous Payment. Each Lender agrees that, in each such case, or if it otherwise becomes aware an Erroneous Payment (or portion thereof) may have been sent in error, such Lender shall promptly notify the Administrative Agent of such occurrence and, upon demand from the Administrative Agent, it shall promptly, but in no event later than one Business Day thereafter, 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 interest thereon in respect of each day from and including the date such Erroneous Payment (or portion thereof) was received by such Lender to the date such amount is repaid to the Administrative Agent at the greater of NYFRB Rate from time to time in effect. (c) In the Federal Funds Rate and a rate determined event an Erroneous Payment (or portion thereof) is not recovered by the Administrative Agent for any reason, after demand therefor by the Administrative Agent in accordance with banking industry rules immediately preceding clauses (a) and (b), from any Lender that has received such Erroneous Payment (or portion thereof) (or from any payment recipient who received such Erroneous Payment (or portion thereof) on interbank compensation. Each Lenderits respective behalf) (such unrecovered amount, L/C Issuer an “Erroneous Payment Return Deficiency”), upon the Administrative Agent’s request to such Lender at any time, (i) such Lender shall be deemed to have assigned its Term Loans (but not its Term Commitments) with respect to which such Erroneous Payment was made (the “Erroneous Payment Impacted Class”) in an amount equal to the Erroneous Payment Return Deficiency (such assignment of the Term Loans (but not Term Commitments) of the Erroneous Payment Impacted Class, the “Erroneous Payment Deficiency Assignment”) at par plus any accrued and Swing Line Lender irrevocably waives any and all defenses, including any “discharge for value” unpaid interest (under which a creditor might otherwise claim a right with the assignment fee to retain funds mistakenly paid be waived by a third party in respect of a debt owed by another) or similar defense to its obligation to return any Rescindable Amount. The the Administrative Agent shall inform each Lenderin such instance), L/C Issuer and Swing Line Lender promptly upon determining that is hereby (together with any payment made Borrower) deemed to execute and deliver an Assignment and Acceptance (or, to the extent applicable, an agreement incorporating an Assignment and Acceptance by reference pursuant to an electronic platform approved by the Administrative Agent as to which the Administrative Agent and such parties are participants) with respect to such LenderErroneous Payment Deficiency Assignment, L/C Issuer and such Lender shall deliver any promissory notes issued under Section 2.9 evidencing such Term Loans to the Borrower or Swing Line Lender comprised, in whole or in part, a Rescindable Amount. This Section 9.16 shall solely be an agreement between the Administrative Agent, (ii) the LendersAdministrative Agent as the assignee Lender shall be deemed to acquire the Erroneous Payment Deficiency Assignment and (iii) upon such deemed acquisition, the L/C Issuers Administrative Agent as the assignee Lender shall become a Lender, as applicable, hereunder with respect to such Erroneous Payment Deficiency Assignment and the Swing Line assigning Lender shall cease to be a Lender hereunder with respect to such Erroneous Payment Deficiency Assignment, excluding, for the avoidance of doubt, its obligations under the indemnification provisions of this Agreement and its applicable Term Commitments which shall survive as to such assigning Lender. For the avoidance of doubt, no Erroneous Payment Deficiency Assignment will reduce the Term Commitments of any Lender and such Term Commitments shall remain available in accordance with the terms of this Agreement. (d) The parties hereto agree that an Erroneous Payment shall not, in and of itself, be deemed to pay, prepay, repay, discharge or otherwise satisfy any Obligations owed by any Borrower or any other Loan Party, except, in each case, to the extent such Erroneous Payment is, and solely with respect to the amount of such Erroneous Payment that is, comprised of funds received by the Administrative Agent from any Borrower or any other Loan Party for the purpose of paying, prepaying, repaying, discharging or otherwise satisfying any Obligations owed by any Borrower or any other Loan Party. (e) Notwithstanding anything to the contrary herein or in any other Loan Document, this Section 8.13 will not create any additional Obligations of the Loan Parties’ under the Loan Documents or otherwise increase or alter such Obligations (other than having consented to the assignment referenced in Section 8.13(c)). (f) Each party’s obligations under this Section 8.13 shall survive the resignation or replacement of the Administrative Agent or any transfer of rights or obligations by, or the replacement of, a Lender, the termination of the Term Commitments or the repayment, satisfaction or discharge of all Obligations under any Loan Document.

Recovery of Erroneous Payments. Without limitation of any other provision Notwithstanding anything to the contrary in this Agreement, if at any time the Administrative Agent makes determines (in its sole and absolute discretion) that it has made a payment hereunder in error to any Lender or any Lender, Swing Line Lender, L/C Issuer or Swing Line Lenderother Secured Party, whether or not in respect of an Obligation due and owing by the Borrower or any Loan Parties at such time, where such payment is a Rescindable Amount, then in any such event, each applicable Lender, L/C Issuer or Swing Line Lender such Person receiving a Rescindable Amount severally agrees with the Administrative Agent to repay to the Administrative Agent forthwith on demand the Rescindable Amount received by such Lender, L/C Issuer or Swing Line Lender 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, each L/C Issuer and Swing Line Lender 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 defense 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 and Swing Line Lender or other Secured Party that received a Rescindable Amount promptly upon determining that any payment made to such Lender, L/C Issuer or Swing Line Lender Person comprised, in whole or in part, a Rescindable Amount. This Each Person’s obligations, agreements and waivers under this Section 9.16 shall solely be an agreement between survive the resignation or replacement of the Administrative Agent, any transfer of rights or obligations by, or the Lendersreplacement of, the a Lender, Swing Line Lender or L/C Issuers and Issuer, the Swing Line Lendertermination of the Commitments and/or the #100931212v25 repayment, satisfaction or discharge of all Obligations (or any portion thereof) under any Loan Document.

Recovery of Erroneous Payments. Without limitation of any other provision in this Agreement, (a) Each Lender and each Issuing Lender hereby agrees that (i) if at any time the Administrative Agent makes a payment hereunder in error to any notifies such Lender or Issuing Lender that the Administrative Agent has determined in its sole discretion that any L/C Issuer funds received by such Lender or Swing Line LenderIssuing Lender from the Administrative Agent or any of its Affiliates were erroneously transmitted to, or otherwise erroneously or mistakenly received by, such Lender or Issuing Lender (whether or not known to such Lender or Issuing Lender) (whether as a payment, prepayment or repayment of principal, interest, fees or otherwise; individually and collectively, a “Erroneous Payment”) and demands the return of such Erroneous Payment (or a portion thereof), such Lender or Issuing Lender shall promptly, but in respect of an Obligation due and owing by the Borrower at such timeno event later than two Business Days thereafter, where such payment is a Rescindable Amount, then in any such event, each applicable Lender, L/C Issuer or Swing Line Lender receiving a Rescindable Amount severally agrees with the Administrative Agent to repay 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 Lenderwas made, L/C Issuer or Swing Line Lender 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, L/C Issuer such Lender or Issuing Lender shall not assert any right or claim to the Erroneous Payment, and Swing Line Lender 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 Administrative 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 to retain funds mistakenly paid by a third party in respect or any similar doctrine. A notice of a debt owed by another) or similar defense to its obligation to return any Rescindable Amount. The the Administrative Agent to any Lender or any Issuing Lender under this clause (a) shall inform be conclusive, absent manifest error. (b) Without limiting immediately preceding clause (a), each LenderLender and each Issuing Lender hereby further agrees that if it receives an Erroneous Payment from the Administrative Agent (or any of its Affiliates) (x) that is in a different amount than, L/C Issuer and Swing Line Lender promptly upon determining or on a different date from, that specified in a notice of payment sent by the Administrative Agent (or any payment made of its Affiliates) with respect to such LenderErroneous Payment (an “Erroneous Payment Notice”), L/C Issuer (y) that was not preceded or Swing Line accompanied by an Erroneous Payment Notice, or (z) that such Lender comprisedor Issuing Lender otherwise becomes aware was transmitted, or received, in error or by mistake (in whole or in part), in each case, an error has been made (and that it is deemed to have knowledge of such error at the time of receipt of such Erroneous Payment) with respect to such Erroneous Payment, and to the extent permitted by applicable law, such Lender or Issuing Lender shall not assert any right or claim to the Erroneous Payment, and hereby waives, any claim, counterclaim, defense or right of set-off or recoupment with respect to any demand, claim or counterclaim by the Administrative Agent for the return of any Erroneous Payments received, including without limitation waiver of any defense based on “discharge for value” or any similar doctrine. Each Lender and each Issuing Lender agrees that, in each such case, it shall promptly (and, in all events, within one Business Day of its knowledge (or deemed knowledge) of such error) notify the Administrative Agent of such occurrence and, upon demand from the Administrative Agent, it shall promptly, but in all events no later than two Business Days thereafter, return to the Administrative Agent the amount of any such Erroneous Payment (or portion thereof) as to which such a Rescindable Amount. This Section 9.16 demand was made in same day funds (in the currency so received), together with interest thereon in respect of each day from and including the date such Erroneous Payment (or portion thereof) was received by such Lender or Issuing Lender to the date such amount is repaid to the Administrative Agent in same day funds at the greater of the Federal Funds Rate and a rate determined by the Administrative Agent in accordance with banking industry rules on interbank compensation from time to time in effect. (c) The Borrower and each other Loan Party hereby agrees that (x) in the event an Erroneous Payment (or portion thereof) is not recovered from any Lender or Issuing Lender that has received such Erroneous Payment (or portion thereof) for any reason, the Administrative Agent shall solely be subrogated to all the rights of such Lender or Issuing Lender with respect to such amount and (y) an agreement between Erroneous Payment shall not pay, prepay, repay, discharge or otherwise satisfy any Obligations owed by the Borrower or any other Loan Party. (d) Each party’s obligations under this §14.19 shall survive the resignation or replacement of the Administrative Agent, the Lenderstermination of the Commitments or the repayment, the L/C Issuers and the Swing Line Lendersatisfaction or discharge of all Obligations (or any portion thereof) under any Loan Document.

Recovery of Erroneous Payments. CHAR1\1935368v3 Without limitation of any other provision in this Agreement, if at any time the Administrative Agent makes a payment hereunder in error to any Lender or any L/C Issuer or Swing Line LenderRecipient Party, whether or not in respect of an Obligation due and owing by the Borrower at such time, where such payment is a Rescindable Amount, then in any such event, each applicable Lender, L/C Issuer or Swing Line Lender Recipient Party receiving a Rescindable Amount severally agrees with the Administrative Agent to repay to the Administrative Agent forthwith on demand the Rescindable Amount received by such Lender, L/C Issuer or Swing Line 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, L/C Issuer and Swing Line 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) or similar defense to its obligation to return any Rescindable Amount. The Administrative Agent shall inform each Lender, L/C Issuer and Swing Line Lender Recipient Party promptly upon determining that any payment made to such Lender, L/C Issuer or Swing Line Lender Recipient Party comprised, in whole or in part, a Rescindable Amount. . (h) Section 11.10(a) of the Credit Agreement is hereby amended to read as follows: (a) This Section 9.16 shall solely be an agreement between Agreement, the other Loan Documents, and any separate letter agreements with respect to fees payable to the Administrative Agent, the Lenders, Agent or the L/C Issuers Issuer, constitute the entire contract among the parties relating to the subject matter hereof and supersede any and all previous agreements and understandings, oral or written, relating to the Swing Line Lendersubject matter hereof. Except as provided in Section 4.01, this Agreement shall become effective when it shall have been executed by the Administrative Agent and when the Administrative Agent shall have received counterparts hereof that, when taken together, bear the signatures of each of the other parties hereto, and thereafter shall be binding upon and inure to the benefit of the parties hereto and their respective successor and assigns. (i) Section 11.17 of the Credit Agreement is hereby amended to read as follows:

Recovery of Erroneous Payments. (A) With respect to any payment that the Administrative Agent makes for the account of a Lender 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 “Return Amount”): (1) the Administrative Agent has made a payment in excess of the amount paid by the Borrower (whether or not then owed); or (2) the Administrative Agent has for any reason otherwise erroneously made such payment, then each Lender severally agrees to repay to Administrative Agent forthwith on demand the Return Amount so distributed to such Lender, in Same Day Funds with interest thereon, for each day from the date such Return Amount is distributed to it to the date of payment to the Administrative Agent, at the Overnight Rate. (B) Without limitation of any other provision in this Agreement, if at any time the Administrative Agent makes a payment hereunder in error to any Lender or any L/C Issuer or Swing Line Lender, whether or not in respect of an any Obligation due and owing by the Borrower at such time, where such payment is a Rescindable Return Amount, then in any such event, each applicable Lender, L/C Issuer or Swing Line Lender receiving a Rescindable Return Amount severally agrees with the Administrative Agent to repay to the Administrative Agent forthwith on demand the Rescindable Return Amount received by such Lender, L/C Issuer or Swing Line Lender in immediately available funds in the currency so receivedSame Day Funds, with interest thereon, for each day from and including the date such Rescindable Return 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, L/C Issuer and 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) or similar defense to its obligation to return any Rescindable Return Amount. The Administrative Agent shall inform each Lender, L/C Issuer and Swing Line Lender promptly upon determining that any payment made to such Lender, L/C Issuer or Swing Line Lender comprised, in whole or in part, a Rescindable Return Amount. This Section 9.16 shall solely be an agreement between A notice of the Administrative AgentAgent to any Lender or Borrower with respect to any amount owing under this Section 2.9(b) shall be conclusive, the Lenders, the L/C Issuers and the Swing Line Lenderabsent manifest error.

Recovery of Erroneous Payments. Without limitation of any other provision in this Agreement, (i) Each Lender hereby agrees that (x) if at any time the Administrative Agent makes a payment hereunder notifies such Lender that the Administrative Agent has determined in error to its sole discretion that any funds received by such Lender from the Administrative Agent or any L/C Issuer of its Affiliates (whether as a payment, prepayment or Swing Line Lenderrepayment of principal, interest, fees or otherwise; individually and collectively, a “Payment”) were erroneously transmitted to such Lender (whether or not known to such Lender), and demands the return of such Payment (or a portion thereof), such Lender shall promptly, but in respect of an Obligation due and owing by the Borrower at no event later than one Business Day thereafter (or such time, where such payment is a Rescindable Amount, then in any such event, each applicable Lender, L/C Issuer or Swing Line Lender receiving a Rescindable Amount severally agrees with later date as the Administrative Agent to repay Agent, may, in its sole discretion, specify in writing), return to the Administrative Agent forthwith on the amount of any such Payment (or portion thereof) as to which such a demand the Rescindable Amount received by such Lenderwas made in same day funds, L/C Issuer or Swing Line Lender in immediately available 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 Payment (or portion thereof) was received by it such Lender to but excluding the date of payment such amount is repaid to the Administrative Agent, Agent at the greater of the Federal Funds NYFRB 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, L/C Issuer and Swing Line (y) to the extent permitted by applicable law, such Lender irrevocably waives shall not assert, and hereby waives, as to the Administrative Agent, 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 Payments received, including without limitation any defense based on “discharge for value” or any similar doctrine. A notice of the Administrative Agent to any Lender under this Section 9.12 shall be conclusive, absent manifest error. (under which b) Each Lender hereby further agrees that if it receives a creditor might otherwise claim Payment from the Administrative Agent or any of its Affiliates (x) that is in a right different amount than, or on a different date from, that specified in a notice of payment sent by the Administrative Agent (or any of its Affiliates) with respect to retain funds mistakenly paid such Payment (a “Payment Notice”) or (y) that was not preceded or accompanied by a third party Payment Notice, it shall be on notice, in each such case, that an error has been made with respect of to such Payment. Each Lender agrees that, in each such case, or if it otherwise becomes aware a debt owed by anotherPayment (or portion thereof) or similar defense to its obligation to return any Rescindable Amount. The may have been sent in error, such Lender shall promptly notify the Administrative Agent shall inform each Lenderof such occurrence and, L/C Issuer and Swing Line Lender promptly upon determining that any payment made to such Lender, L/C Issuer or Swing Line Lender comprised, in whole or in part, a Rescindable Amount. This Section 9.16 shall solely be an agreement between demand from the Administrative Agent, it shall promptly, but in no event later than one Business Day thereafter (or such later date as the LendersAdministrative Agent, may, in its sole discretion, specify in writing), return to the Administrative Agent the amount of any such Payment (or portion thereof) as to which such a demand was made in same day funds, together with interest thereon (except to the extent waived in writing by the Administrative Agent) in respect of each day from and including the date such Payment (or portion thereof) was received by such Lender to the date such amount is repaid to the Administrative Agent at the greater of the NYFRB Rate and a rate determined by the Administrative Agent in accordance with banking industry rules on interbank compensation from time to time in effect. (c) Each Obligor hereby agrees that (x) in the event an erroneous Payment (or portion thereof) are not recovered from any Lender that has received such Payment (or portion thereof) for any reason, the L/C Issuers Administrative Agent shall be subrogated to all the rights of such Lender with respect to such amount and (y) an erroneous Payment shall not pay, prepay, repay, discharge or otherwise satisfy any Obligations owed by the Swing Line Borrower or any other Obligor except, in each case, to the extent such erroneous Payment is, and solely with respect to the amount of such erroneous Payment that is, comprised of funds received by the Administrative Agent from the Borrower or any other Obligor for the purpose of satisfying such Obligations. (d) Each party’s obligations under this Section 9.12 shall survive the resignation or replacement of the Administrative Agent or any transfer of rights or obligations by, or the replacement of, a Lender, the termination of the Commitments or the repayment, satisfaction or discharge of all Obligations under any Loan Document.

Recovery of Erroneous Payments. Without limitation of any other provision Notwithstanding anything to the contrary in this Agreement, if at any time the Administrative Agent makes determines (in its sole and absolute discretion) that it has made a payment hereunder in error to any Lender or any Lender, L/C Issuer or Swing Line Lenderother Secured Party, whether or not in respect of an Obligation Obligations due and owing by the a Borrower at such time, where such payment is a Rescindable Amount, then in any such event, each applicable Lender, L/C Issuer or Swing Line Lender such Person receiving a Rescindable Amount severally agrees with the Administrative Agent to (a) repay to the Administrative Agent forthwith on demand the Rescindable Amount received by such Lender, L/C Issuer or Swing Line Lender 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 Swing Line Lender 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 defense 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 and Swing Line Lender or other Secured Party that received a Rescindable Amount promptly upon determining that any payment made to such Lender, L/C Issuer or Swing Line Lender Person comprised, in whole or in part, a Rescindable Amount. This Each Person’s obligations, agreements and waivers under this Section 9.16 10.12 shall solely be an agreement between survive the resignation or replacement of the Administrative Agent, any transfer of rights or obligations by, or the Lendersreplacement of, the a Lender or L/C Issuers and Issuer, the Swing Line Lendertermination of the Commitments and/or the repayment, satisfaction or discharge of all Obligations (or any portion thereof) under any Loan Document.

Recovery of Erroneous Payments. Without limitation of any other provision Notwithstanding anything to the contrary in this Agreement, if at any time the Administrative Agent makes determines (in its sole and absolute discretion) that it has made a payment hereunder in error to any Lender, the Letter of Credit Issuer, the Swing Line Lender or any L/C Issuer or Swing Line Lenderother Secured Party, whether or not in respect of an Obligation due and owing by the any Borrower at such time, where such payment is a Rescindable Amount, then in any such event, each applicable Lender, L/C Issuer or Swing Line Lender such Person receiving a Rescindable Amount severally agrees with the Administrative Agent to repay to the Administrative Agent forthwith on demand the Rescindable Amount received by such Lender, L/C Issuer or Swing Line Lender 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, L/C Issuer and 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 defense 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 and the Swing Line Lender and each other Secured Party that received a Rescindable Amount promptly upon determining that any payment made to such Lender, L/C Issuer or Swing Line Lender Person comprised, in whole or in part, a Rescindable Amount. This Each Person’s obligations, agreements and waivers under this Section 9.16 10.15 shall solely be an agreement between survive the resignation or replacement of the Administrative Agent, any transfer of rights or obligations by, or the Lendersreplacement of, a Lender, the L/C Issuers and Letter of Credit Issuer or the Swing Line Lender., the termination of the Commitments and/or the repayment, satisfaction or discharge of all Obligations (or any portion thereof) under any Loan Document. ARTICLE XI MISCELLANEOUS 11.01

Recovery of Erroneous Payments. Without limitation of any other provision (a) Notwithstanding anything to the contrary in this Agreement, if at any time the Administrative Agent makes determines (in its sole and absolute discretion) that it has made a payment hereunder under this Agreement in error to any Lender or any L/C Issuer or Swing Line Lenderother Finance Party, whether or not in respect of an any Secured Obligation due and owing by the Borrower at such time, where such payment is a Rescindable Amount, then in any such event, each applicable Lender, L/C Issuer or Swing Line Lender such Person receiving a Rescindable Amount severally agrees with the Administrative Agent to repay to the Administrative Agent forthwith on demand the Rescindable Amount received by such Lender, L/C Issuer or Swing Line Lender 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. . (b) Each Lender, L/C Issuer Lender and Swing Line Lender each other Finance 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 defense defenses (whether at law or in equity) to its obligation to return any Rescindable Amount. . (c) The Administrative Agent shall inform each Lender, L/C Issuer and Swing Line Lender or other Finance Party that it has received a Rescindable Amount promptly upon determining that any payment made to such Lender, L/C Issuer or Swing Line Lender Person comprised, in whole or in part, a Rescindable Amount. This . (d) Each Person’s obligations, agreements and waivers under this Section 9.16 18.3 shall solely be an agreement between survive the resignation or replacement of the Administrative Agent, any transfer of rights or obligations by, or the Lendersreplacement of, a Lender or other Finance Party, the L/C Issuers and termination of the Swing Line LenderTotal Commitment Amount and/or the repayment, satisfaction or discharge of all Secured Obligations (or any portion thereof) under any Finance Document.

Recovery of Erroneous Payments. Without limitation of any other provision in this Agreement, if at any time the Administrative Agent makes a payment hereunder in error to any Lender or any L/C Issuer or Swing Line LenderRecipient Party, whether or not in respect of an Obligation due and owing by the Borrower at such time, where such payment is a Rescindable Amount, then in any such event, each applicable Lender, L/C Issuer or Swing Line Lender Recipient Party receiving a Rescindable Amount severally agrees with the Administrative Agent to repay to the Administrative Agent forthwith on demand the Rescindable Amount received by such Lender, L/C Issuer or Swing Line 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, L/C Issuer and Swing Line 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) or similar defense to its obligation to return any Rescindable Amount. The Administrative Agent shall inform each Lender, L/C Issuer and Swing Line Lender Recipient Party promptly upon determining that any payment made to such Lender, L/C Issuer or Swing Line Lender Recipient Party comprised, in whole or in part, a Rescindable Amount. The parties hereto agree that an Erroneous Payment shall not pay, prepay, repay, discharge or otherwise satisfy any Obligations owed by the Borrower or any other Loan Party. This Section 9.16 9.13 shall solely not be an agreement between interpreted to increase (or accelerate the due date for), or have the effect of increasing (or accelerating the due date for), the Obligations of the Borrower relative to the amount (and/or timing for payment) of the Obligations that would have been payable had such Erroneous Payment not been made by the Administrative Agent; provided that, for the avoidance of doubt, the Lendersimmediately preceding sentence shall not apply to the extent any such Erroneous Payment is, and solely with respect to the L/C Issuers and amount of such Erroneous Payment that is, comprised of funds received by the Swing Line LenderAdministrative Agent from the Borrower for the purpose of making such Erroneous Payment.

Recovery of Erroneous Payments. Without limitation of any other provision in this Agreement, if at any time the Administrative Agent Agent, the Collateral Administrator or the Intermediary, as applicable, makes a payment hereunder in error to any Lender or any L/C Issuer or Swing Line Lender, whether or not in respect of an Obligation due and owing by the Borrower at such time, where such payment is a Rescindable Amount, then in any such event, each applicable Lender, L/C Issuer or Swing Line Lender receiving a Rescindable Amount severally agrees with the Administrative Agent to repay to the Administrative Agent Agent, the Collateral Administrator or the Intermediary, as applicable, forthwith on demand the Rescindable Amount received by such Lender, L/C Issuer or Swing Line 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, L/C Issuer and 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) or similar 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 and Swing Line Lender promptly upon determining that any payment made to such Lender, L/C Issuer or Swing Line Lender comprised, in whole or in part, a Rescindable Amount. This Section 9.16 shall solely be an agreement between the Administrative Agent, the Lenders, the L/C Issuers and the Swing Line Lender.

Recovery of Erroneous Payments. (a) Without limitation of any other provision in this Agreement, if at any time the Administrative Agent makes a payment hereunder in error to any Lender or any L/C Issuer or Swing Line LenderRecipient Party, whether or not in respect of an Obligation due and owing by the Borrower at such time, where such payment is a Rescindable Amount, then in any such event, each applicable Lender, L/C Issuer or Swing Line Lender Recipient Party receiving a Rescindable Amount severally agrees with the Administrative Agent to repay to the Administrative Agent forthwith on demand the Rescindable Amount received by such Lender, L/C Issuer or Swing Line 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, L/C Issuer and Swing Line 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) or similar defense to its obligation to return any Rescindable Amount. The Administrative Agent shall inform each Lender, L/C Issuer and Swing Line Lender Recipient Party promptly upon determining that any payment made to such Lender, L/C Issuer or Swing Line Lender Recipient Party comprised, in whole or in part, a Rescindable Amount. (b) Unless the Administrative Agent shall have received notice from the Borrower prior to the date on which any payment is due to the Administrative Agent for the account of the Lenders or any Letter of Credit Issuer 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 appropriate Lenders or the applicable Letter of Credit Issuer, as the case may be, the amount due. With respect to any payment that the Administrative Agent makes for the account of the Lenders or any Letter of Credit Issuer 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”): (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 appropriate Lenders or the applicable Letter of Credit Issuer, as the case may be, severally agrees to repay to the Administrative Agent forthwith on demand the Rescindable Amount so distributed to such Lender or such Letter of Credit Issuer, in immediately available funds with interest thereon, 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 accordance with banking industry rules on interbank compensation. (c) This Section 9.16 12.19 shall solely be an agreement between the Administrative Agent, the Lenders, the L/C Issuers Agent and the Swing Line LenderLender Recipient Parties.

Recovery of Erroneous Payments. Without limitation of any other provision Notwithstanding anything to the contrary in this Agreement, if at any time the Administrative Agent makes determines (in its sole and absolute discretion) that it has made a payment hereunder in error to any Lender Lender, Issuing Bank or any L/C Issuer or Swing Line Lenderother Secured Party, whether or not in respect of an Obligation due and owing by the Borrower at such time, where such payment is a Rescindable Amount, then in any such event, each applicable Lender, L/C Issuer or Swing Line Lender such Person receiving a Rescindable Amount severally agrees with the Administrative Agent to repay to the Administrative Agent forthwith on demand the Rescindable Amount received by such Lender, L/C Issuer or Swing Line Lender 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, L/C Issuer each Issuing Bank and Swing Line Lender 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 defense 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 and Swing Line Lender Issuing Bank or other Secured Party that received a Rescindable Amount promptly upon determining that any payment made to such Lender, L/C Issuer or Swing Line Lender Person comprised, in whole or in part, a Rescindable Amount. This Each Person’s obligations, agreements and waivers under this Section 9.16 8.12 shall solely be an agreement between survive the resignation or replacement of the Administrative Agent, any transfer of rights or obligations by, or the Lendersreplacement of, a Lender or Issuing Bank, the L/C Issuers termination of the Commitments and/or the repayment, satisfaction or discharge of all Loan Document Obligations (or any portion thereof) under any Loan Document. (jj) Section 9.15 of the Credit Agreement is hereby amended by inserting the following language at the end of clause (a) thereof: Notwithstanding anything set forth above, the release of a Subsidiary Loan Party that becomes a non-Wholly Owned Subsidiary shall only be permitted if (i) at the time such Subsidiary Loan Party becomes an Excluded Subsidiary of such type, no Default or Event of Default has occurred and is continuing or would result therefrom, (ii) the Swing Line LenderDisposition or other transaction pursuant to which such Subsidiary Loan Party ceased to be a Wholly-Owned Subsidiary of the Borrower (z) was entered into for a bona fide business purpose and was not undertaken for the purpose of causing such Subsidiary Loan Party to cease to be a Subsidiary Loan Party and (y) was not for less than fair market value as reasonably determined by the Borrower (unless pursuant to a bona fide joint venture with a Person that is not an Affiliate), (iii) after giving pro forma effect to such Disposition or other transaction, less than 50% of the Equity Interests in such Subsidiary Loan Party are directly or indirectly owned by the Borrower and its Affiliates, (iv) after giving pro forma effect to such release and such Disposition or other transaction, the Borrower is deemed to have made a new Investment in such Person for purposes of Section 6.04 (as if such Person were then newly acquired), in an amount equal to the portion of fair market value of the net assets of such Person attributable to the Borrower’s direct or indirect equity interest therein and such Investment is permitted pursuant to Section 6.04 at such time and (v) the Borrower certifies to the Administrative Agent in writing compliance with preceding clauses (i) through (iv). (kk) A new Section 9.20 of the Credit Agreement is hereby inserted as follows:

Recovery of Erroneous Payments. Without limitation of any other provision in this Agreement, if at any time the Administrative Agent makes a payment hereunder in error to any Lender or any L/C Issuer or Swing Line Lender(the “Lender Recipient Party”), whether or not in respect of an Obligation due and owing by the Borrower 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 applicable Lender, L/C Issuer or Swing Line Lender Recipient Party receiving a Rescindable Amount severally agrees with the Administrative Agent to repay to the Administrative Agent forthwith on demand the Rescindable Amount received by such Lender, L/C Issuer or Swing Line 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, L/C Issuer and Swing Line 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) or similar defense to its obligation to return any Rescindable Amount. The Administrative Agent shall inform each Lender, L/C Issuer and Swing Line Lender Recipient Party promptly upon determining that any payment made to such Lender, L/C Issuer or Swing Line Lender Recipient Party comprised, in whole or in part, a Rescindable Amount. This For the avoidance of doubt, no Loan Party nor any of their respective Affiliates shall have any obligations or liabilities directly or indirectly arising out of this Section 9.16 shall solely be an agreement between the Administrative Agent, the Lenders, the L/C Issuers and the Swing Line Lender.in respect of any Rescindable Amount. -176- • Miscellaneous

Recovery of Erroneous Payments. Without limitation of any other provision in this Agreement, if at any time the Administrative Agent makes a payment hereunder in error to any Lender or any L/C Issuer or Swing Line Lender, whether or not in respect of an Obligation obligation due and owing by the Borrower Company at such time, where such payment is a Rescindable Amount, then in any such event, each applicable Lender, L/C Issuer or Swing Line Lender receiving a Rescindable Amount severally agrees with the Administrative Agent to repay to the Administrative Agent forthwith on demand the Rescindable Amount received by such LenderLender in Dollars, L/C Issuer or Swing Line Lender in immediately available funds in the currency so receivedfunds, 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, L/C Issuer and 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) or similar defense to its obligation to return any Rescindable Amount. The Administrative Agent shall inform each Lender, L/C Issuer and Swing Line Lender promptly upon determining that any payment made to such Lender, L/C Issuer or Swing Line Lender comprised, in whole or in part, a Rescindable Amount. [SIGNATURE PAGES INTENTIONALLY removedREMOVED] Bank of America, N.A., as Administrative Agent [address] Attention:____________ Re: Compliance Certificate Ladies and Gentlemen: Reference is made to the Revolving Credit Agreement dated as of August 24, 2022 among, inter alios, Lockheed ▇▇▇▇▇▇ Corporation, a Maryland corporation (the “Company”), the lenders listed therein (the “Lenders”), JPMorgan Chase Bank, N.A., as Syndication Agent, Citibank, N.A., Credit Agricole Corporate and Investment Bank, Mizuho Bank, Ltd. and ▇▇▇▇▇ Fargo Bank, National Association, as Documentation Agents, and Bank of America, N.A., as Administrative Agent (the “Administrative Agent”) (such agreement, as it may be amended, extended, amended and restated, supplemented or otherwise modified from time to time, the “Agreement”; capitalized terms used herein without definition shall have the meanings assigned to those terms in the Agreement). This Section 9.16 shall solely be an agreement between Certificate is furnished to the Administrative AgentAgent for the benefit of the Lenders pursuant to Section 5.01 of the Agreement. The undersigned, __________ , hereby certifies to the Lenders, Administrative Agent for the L/C Issuers and benefit of the Swing Line Lender.Lenders as follows:

Recovery of Erroneous Payments. Without limitation of any other provision in this Agreement, if at any time (a) If the Administrative Agent makes notifies a payment hereunder in error to any Lender, Issuing Lender, Swingline Lender or Secured Party, or any L/C Issuer or Swing Line 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 discretion (whether or not in respect after receipt of an Obligation due and owing any notice under immediately succeeding clause (b)) that any funds received by the Borrower at such time, where such payment is a Rescindable Amount, then in any such event, each applicable Lender, L/C Issuer or Swing Line Lender receiving a Rescindable Amount severally agrees with 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 repay such Lender, Issuing Lender, Swingline Lender, Secured Party or other Payment Recipient on its behalf) (any such funds, whether received as a payment, prepayment or repayment of principal, interest, fees, distribution or otherwise, individually and collectively, an “Erroneous Payment”) and demands the return of such Erroneous Payment (or a portion thereof), such Erroneous Payment shall at all times remain the property of the Administrative Agent and shall be segregated by the Payment Recipient and held in trust for the benefit of the Administrative Agent, and such Lender, Issuing Lender, Swingline Lender or Secured Party shall (or, with respect to any Payment Recipient who received such funds on its behalf, shall cause such Payment Recipient to) 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 Lenderwas made, L/C Issuer or Swing Line Lender 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 AgentAgent to any Payment Recipient under this clause (a) shall be conclusive, absent manifest error. (b) Without limiting immediately preceding clause (a), each 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, hereby further agrees that if it receives a payment, prepayment or repayment (whether received as a payment, prepayment or repayment of principal, interest, fees, (c) Each Lender, Issuing Lender, Swingline Lender or Secured Party hereby authorizes the Administrative Agent to set off, net and apply any and all amounts at the greater of the Federal Funds Rate and a rate determined any time owing to such Lender, Issuing Lender, Swingline Lender or Secured Party under any Loan Document, or otherwise payable or distributable by the Administrative Agent in accordance with banking industry rules on interbank compensation. Each Lender, L/C Issuer and 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) or similar defense to its obligation to return any Rescindable Amount. The Administrative Agent shall inform each Lender, L/C Issuer and Swing Line Lender promptly upon determining that any payment made to such Lender, L/C Issuer Issuing Lender, Swingline Lender or Swing Line Lender comprisedSecured Party under any Loan Document with respect to any payment of principal, interest, fees or other amounts, against any amount that the Administrative Agent has demanded to be returned under the preceding clause (a) or under the indemnification provisions of this Agreement. (d) The parties hereto agree that (x) irrespective of whether the Administrative Agent may be equitably subrogated, in whole the event that an Erroneous Payment (or portion thereof) is not recovered from any Payment Recipient that has received such Erroneous Payment (or portion thereof) for any reason, the Administrative Agent shall be subrogated to all the rights and interests of such Payment Recipient (and, in partthe case of any Payment Recipient who has received funds on behalf of a Lender, a Rescindable Amount. This to the rights and interests of such Lender, as the case may be) under the Loan Documents with respect to such amount (the “Erroneous Payment Subrogation Rights”) and (y) an Erroneous Payment shall not pay, prepay, repay, discharge or otherwise satisfy any Obligations owed by the Borrower or any other Loan Party; provided that this Section 9.16 9.14 shall solely not be an agreement between interpreted to increase (or accelerate the due date for), or have the effect of increasing (or accelerating the due date for), the Obligations of the Borrower relative to the amount (or timing for payment) of the Obligations that would have been payable had such Erroneous Payment not been made by the Administrative Agent; provided, further, that for the avoidance of doubt, the Lendersimmediately preceding clauses (x) and (y) shall not apply to the extent any such Erroneous Payment is, and solely with respect to the L/C Issuers amount of such Erroneous Payment that is, comprised of funds received by the Administrative Agent from the Borrower for the purpose of making such Erroneous Payment. (e) Notwithstanding anything to the contrary contained herein, and for the Swing Line Lenderavoidance of doubt, in no event shall the occurrence of an Erroneous Payment (or any Erroneous Payment Subrogation Rights or other rights of the Administrative Agent in respect of an Erroneous Payment) result in the Administrative Agent becoming, or being deemed to be, a Lender hereunder or the holder of any Loans hereunder.

Recovery of Erroneous Payments. Without limitation of any other provision in of this Agreement, if if, at any time time, the Administrative Agent and/or the Foreign Trade Facility Agent makes a payment hereunder in error to any Lender, any Issuing Lender or any L/C Issuer or Swing Line FCI Issuing Lender, whether or not in respect of an Obligation then due and owing by the 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 applicable Lender, L/C Issuer or Swing Line each Issuing Lender and each FCI Issuing Lender receiving a Rescindable Amount (or portion thereof) severally agrees with the Administrative Agent 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 Lender, L/C Issuer such Issuing Lender or Swing Line Lender 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, L/C Issuer each Issuing Lender and Swing Line each 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) or similar 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 each Issuing Lender and Swing Line each FCI Issuing Lender promptly upon determining that any payment made to such Lender, L/C Issuer such Issuing Lender or Swing Line Lender such FCI Issuing Lender, as applicable, comprised, in whole or in part, a Rescindable Amount. This Section 9.16 shall solely be an agreement between the Administrative Agent, the Lenders, the L/C Issuers and the Swing Line Lender.

Recovery of Erroneous Payments. Without limitation of any other provision in this Agreement, if at any time the Administrative Agent makes a payment hereunder in error to any of the Lenders, the Swingline Lender or any L/C Issuer or Swing Line Lenderand/or the Issuing Banks (each, a “Lender Recipient Party”), whether or not in respect of an Obligation due and owing by the Borrower Representative at such time, where such payment is a Rescindable Amount, then in any such event, each applicable Lender, L/C Issuer or Swing Line Lender Recipient Party receiving a Rescindable Amount severally agrees with the Administrative Agent to repay to the Administrative Agent forthwith on demand Agent, within one Business Day of demand, the Rescindable Amount received by such Lender, L/C Issuer or Swing Line 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, L/C Issuer and Swing Line 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) or similar defense to its obligation to return any Rescindable Amount. The Administrative Agent shall inform each Lender, L/C Issuer and Swing Line Lender Recipient Party promptly upon determining that any payment made to such Lender, L/C Issuer or Swing Line Lender Recipient Party comprised, in whole or in part, a Rescindable Amount. This Notwithstanding anything herein to the contrary, nothing in this Section 9.16 8.13 shall solely be an agreement between interpreted to accelerate the due date for, or increase the amount of, or have the effect of accelerating the due date for, or increasing the amount of, the Obligations of the Loan Parties relative to the timing for payment of the Obligations that would have been payable had such Rescindable Amount not been made by the Administrative Agent. Notwithstanding the foregoing, this Section 8.13 shall not apply to the Lendersextent any such Rescindable Amount is, and solely with respect to the L/C Issuers and amount of such Rescindable Amount that is, comprised of funds received by the Swing Line LenderAdministrative Agent from or on behalf of the Borrower or any other Loan Party for the purpose of making such erroneous payment.

Recovery of Erroneous Payments. (a) Without limitation of any other provision in this Agreement, if at any time the Administrative Agent makes a payment hereunder in error to any Lender or any L/C Issuer or Swing Line LenderParty, whether or not in respect of an Obligation due and owing by the Borrower at such time, where such payment is a Rescindable Amount, then in any such event, each applicable Lender, L/C Issuer or Swing Line Lender Party receiving a Rescindable Amount severally agrees with the Administrative Agent to repay to the Administrative Agent forthwith on demand promptly but in no event later than one Business Day thereafter (or such later date as the Administrative Agent, may, in its sole discretion, specify in writing) the Rescindable Amount received by such Lender, L/C Issuer or Swing Line Lender Party in immediately available funds Same Day 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, L/C Issuer and Swing Line 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) or similar defense to its obligation to return any Rescindable Amount. The Administrative Agent shall inform each Lender, L/C Issuer and Swing Line Lender Party promptly upon determining that any payment made to such Lender, L/C Issuer or Swing Line Lender Party comprised, in whole or in part, a Rescindable Amount. This Section 9.16 shall solely be an agreement between . (b) The Borrower and each other Loan Party hereby agrees that (x) in the event that a Rescindable Amount (or any portion thereof) is not recovered from any Lender that has received such Rescindable Amount for any reason, the Administrative AgentAgent shall be subrogated to all the rights of such Lender with respect to such amount and (y) a Rescindable Amount shall not pay, prepay, repay, discharge or otherwise satisfy any Obligations owed by the Borrower or any other Loan Party except, in each case, to the extent such Rescindable Amount is, and with respect to the amount of such Rescindable Amount that is, comprised of funds of the Borrower or any other Loan Party. (c) Each party’s obligations under this 9.12 shall survive the resignation or replacement of the Administrative Agent or any transfer of rights or obligations by, or the replacement of, a Lender, the Lenderstermination of the Commitments or the repayment, the L/C Issuers and the Swing Line Lendersatisfaction or discharge of all Obligations under any Loan Document.

Recovery of Erroneous Payments. (a) With respect to any payment that the Administrative Agent makes for the account of the Lenders or any L/C Issuer 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”): (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 or the applicable L/C Issuers, as the case may be, severally agrees to repay to the Administrative Agent forthwith on demand the Rescindable Amount so distributed to such Lender or such L/C Issuer, in immediately available funds with interest thereon, 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 accordance with banking industry rules on interbank compensation. (b) Without limitation of any other provision in this Agreement, if at any time the Administrative Agent makes a payment hereunder in error to any Lender or any L/C Issuer or Swing Line Lender, whether or not in respect of an Obligation due and owing by the Borrower at such time, where such payment is a Rescindable Amount, then in any such event, each applicable Lender, L/C Issuer or Swing Line Lender receiving a Rescindable Amount severally agrees with the Administrative Agent to repay to the Administrative Agent forthwith on demand the Rescindable Amount received by such Lender, L/C Issuer or Swing Line 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, L/C Issuer and 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) or similar defense to its obligation to return any Rescindable Amount. The Administrative Agent shall inform each Lender, L/C Issuer and Swing Line Lender promptly upon determining that any payment made to such Lender, L/C Issuer or Swing Line Lender comprised, in whole or in part, a Rescindable Amount. This Section 9.16 shall solely be an agreement between the Administrative Agent, the Lenders, the L/C Issuers and the Swing Line Lender.

Recovery of Erroneous Payments. (A) With respect to any payment that the Administrative Agent makes for the account of a Lender 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 “Return Amount”): (1) the Administrative Agent has made a payment in excess of the amount paid by the Borrower (whether or not then owed); or (2) the Administrative Agent has for any reason otherwise erroneously made such payment, then each Lender severally agrees to repay to Administrative Agent forthwith on demand the Return Amount so distributed to such Lender, in Same Day Funds with interest thereon, for each day from the date such Return Amount is distributed to it to the date of payment to the Administrative Agent, at the Overnight Rate. (B) Without limitation of any other provision in this Agreement, if at any time the Administrative Agent makes a payment hereunder in error to any Lender or any L/C Issuer or Swing Line Lender, whether or not in respect of an any Obligation due and owing by the Borrower at such time, where such payment is a Rescindable Return Amount, then in any such event, each applicable Lender, L/C Issuer or Swing Line Lender receiving a Rescindable Return Amount severally agrees with the Administrative Agent to repay to the Administrative Agent forthwith on demand the Rescindable Return Amount received by such Lender, L/C Issuer or Swing Line Lender in immediately available funds in the currency so receivedSame Day Funds, with interest thereon, for each day from and including the date such Rescindable Return 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, L/C Issuer and 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) or similar defense to its obligation to return any Rescindable Return Amount. The Administrative Agent shall inform each Lender, L/C Issuer and Swing Line Lender promptly upon determining that any payment made to such Lender, L/C Issuer or Swing Line Lender comprised, in whole or in part, a Rescindable Return Amount. This Section 9.16 shall solely be an agreement between A notice of the Administrative AgentAgent to any Lender or Borrower with respect to any amount owing under this Section 2.9(b) shall be conclusive, the Lenders, the L/C Issuers and the Swing Line Lenderabsent manifest error.

Recovery of Erroneous Payments. Unless the Administrative Agent shall have received notice from the Borrower prior to the 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 makes a payment hereunder in error to any Lender or any L/C Issuer or Swing Line Lender(the “Credit Party”), whether or not in respect of an Obligation due and owing by the Borrower at such time, where such payment is a Rescindable Amount, then in any such event, each applicable Lender, L/C Issuer or Swing Line Lender Credit Party receiving a Rescindable Amount severally agrees with the Administrative Agent to repay to the Administrative Agent forthwith on demand the Rescindable Amount received by such Lender, L/C Issuer or Swing Line Lender 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, L/C Issuer and Swing Line Lender 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) or similar defense to its obligation to return any Rescindable Amount. The Administrative Agent shall inform each Lender, L/C Issuer and Swing Line Lender Credit Party promptly upon determining that any payment made to such Lender, L/C Issuer or Swing Line Lender Credit Party comprised, in whole or in part, a Rescindable Amount. This Section 9.16 shall solely be an agreement between A notice of the Administrative AgentAgent to any Lender with respect to any amount owing under this paragraph shall be conclusive, the Lenders, the L/C Issuers and the Swing Line Lenderabsent manifest error.

Recovery of Erroneous Payments. Without limitation of any other provision Notwithstanding anything to the contrary in this Agreement, if at any time the Administrative Agent makes determines (in its sole and absolute discretion) that it has made a payment hereunder in error to any Lender or any Lender, L/C Issuer or Swing Line Lenderother Secured Party, whether or not in respect of an Obligation due and owing by the Borrower at such time, where such payment is a Rescindable Amount, then in any such event, each applicable Lender, L/C Issuer or Swing Line Lender such Person receiving a Rescindable Amount severally agrees with the Administrative Agent to repay to the Administrative Agent forthwith on demand the Rescindable Amount received by such Lender, L/C Issuer or Swing Line Lender 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 Swing Line Lender 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 defense 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 and Swing Line Lender or other Secured Party that received a Rescindable Amount promptly upon determining that any payment made to such Lender, L/C Issuer or Swing Line Lender Person comprised, in whole or in part, a Rescindable Amount. This Each Person’s obligations, agreements and waivers under this Section 9.16 11.14 shall solely be an agreement between survive the resignation or replacement of the Administrative Agent, any transfer of rights or obligations by, or the Lendersreplacement of, the a Lender or L/C Issuers and Issuer, the Swing Line Lender.termination of the Commitments and/or the repayment, satisfaction or discharge of all Obligations (or any portion thereof) under any Loan Document:

Recovery of Erroneous Payments. Without limitation of any other provision Notwithstanding anything to the contrary in this Agreement, if at any time the Administrative Agent makes determines (in its sole and absolute discretion) that it has made a payment hereunder in error to any Lender or any L/C Issuer or Swing Line Lenderother Secured Party, whether or not in respect of an Obligation due and owing by the any Borrower at such time, where such payment is a Rescindable Amount, then in any such event, each applicable Lender, L/C Issuer or Swing Line Lender such Person receiving a Rescindable Amount severally agrees with the Administrative Agent to repay to the Administrative Agent forthwith on Agent, within two Business Days following demand therefor, the Rescindable Amount received by such Lender, L/C Issuer or Swing Line Lender 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, L/C Issuer Lender and Swing Line Lender 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 defense 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 and Swing Line Lender or other Secured Party that received a Rescindable Amount promptly upon determining that any payment made to such Lender, L/C Issuer or Swing Line Lender Person comprised, in whole or in part, a Rescindable Amount. This Each Person’s obligations, agreements and waivers under this Section 9.16 10.12 shall solely be an agreement between survive the resignation or replacement of the Administrative Agent, any transfer of rights or obligations by, or the Lendersreplacement of, a Lender, the L/C Issuers and termination of the Swing Line LenderCommitments and/or the repayment, satisfaction or discharge of all Obligations (or any portion thereof) under any Loan Document.

Recovery of Erroneous Payments. Without limitation of any other provision Notwithstanding anything to the contrary in this Agreement, if at any time the Administrative Agent makes determines (in its sole and absolute discretion) that it has made a payment hereunder in error to any Lender or any L/C Issuer or Swing Line Lenderother Secured Party, whether or not in respect of an Obligation due and owing by the Borrower Borrowers at such time, where such payment is a Rescindable Amount, then in any such event, each applicable Lender, L/C Issuer or Swing Line Lender such Person receiving a Rescindable Amount severally agrees with the Administrative Agent to repay to the Administrative Agent forthwith on demand the Rescindable Amount received by such Lender, L/C Issuer or Swing Line Lender 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, L/C Issuer Lender and Swing Line Lender 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 defense 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 and Swing Line Lender or other Secured Party that received a Rescindable Amount promptly upon determining that any payment made to such Lender, L/C Issuer or Swing Line Lender Person comprised, in whole or in part, a Rescindable Amount. This Each Person’s obligations, agreements and waivers under this Section 9.16 12.17 shall solely be an agreement between survive the Administrative resignation or replacement of the Agent, any transfer of rights or obligations by, or the Lendersreplacement of, a Lender, the L/C Issuers and termination of the Swing Line LenderCommitments and/or the repayment, satisfaction or discharge of all Obligations (or any portion thereof) under any Loan Document.

Recovery of Erroneous Payments. Without limitation of any other provision Notwithstanding anything to the contrary in this Agreement, if at any time the Administrative Agent makes determines (in its sole and absolute discretion) that it has made a payment hereunder in error to any Lender Lender, the Letter of Credit Issuer or any L/C Issuer or Swing Line Lenderother Secured Party, whether or not in respect of an Obligation due and owing by the Borrower any Loan Party at such time, where such payment is a Rescindable Amount, then in any such event, each applicable Lender, L/C Issuer or Swing Line Lender such Person receiving a Rescindable Amount severally agrees with the Administrative Agent to repay to the Administrative Agent forthwith on demand the Rescindable Amount received by such Lender, L/C Issuer or Swing Line Lender 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, L/C the Letter of Credit Issuer and Swing Line Lender 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 defense 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 and Swing Line Lender each other Secured Party that received a Rescindable Amount promptly upon determining that any payment made to such Lender, L/C Issuer or Swing Line Lender Person comprised, in whole or in part, a Rescindable Amount. This Each Person’s obligations, agreements and waivers under this Section 9.16 10.14 shall solely be an agreement between survive the resignation or replacement of the Administrative Agent, any transfer of rights or obligations by, or the Lendersreplacement of, a Lender or the Letter of Credit Issuer, the L/C Issuers and termination of the Swing Line Lender.Commitments and/or the repayment, satisfaction or discharge of all Obligations (or any portion thereof) under any Loan Document. [Key Tronic] Credit Agreement #510968250

Recovery of Erroneous Payments. Without limitation of any other provision in this Agreement, (a) Each Lender hereby agrees that (x) if at any time the Administrative Agent makes a payment hereunder notifies such Lender that the Administrative Agent has determined in error to its sole discretion that any funds received by such Lender from the Administrative Agent or any L/C Issuer of its Affiliates (whether as a payment, prepayment or Swing Line Lenderrepayment of principal, interest, fees or otherwise; individually and collectively, a “Payment”) were erroneously transmitted to such Lender (whether or not known to such Lender), and demands the return of such Payment (or a portion thereof), such Lender shall promptly, but in respect of an Obligation due and owing by the Borrower at no event later than one Business Day thereafter (or such time, where such payment is a Rescindable Amount, then in any such event, each applicable Lender, L/C Issuer or Swing Line Lender receiving a Rescindable Amount severally agrees with later date as the Administrative Agent to repay Agent, may, in its sole discretion, specify in writing), return to the Administrative Agent forthwith on the amount of any such Payment (or portion thereof) as to which such a demand the Rescindable Amount received by such Lenderwas made in same day funds, L/C Issuer or Swing Line Lender in immediately available 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 Payment (or portion thereof) was received by it such Lender to but excluding the date of payment such amount is repaid to the Administrative Agent, Agent at the greater of the Federal Funds NYFRB 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, L/C Issuer and Swing Line (y) to the extent permitted by applicable law, such Lender irrevocably waives shall not assert, and hereby waives, as to the Administrative Agent, 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 Payments received, including without limitation any defense based on “discharge for value” or any similar doctrine. A notice of the Administrative Agent to any Lender under this Section 9.11 shall be conclusive, absent manifest error. (under which b) Each Lender hereby further agrees that if it receives a creditor might otherwise claim Payment from the Administrative Agent or any of its Affiliates (x) that is in a right different amount than, or on a different date from, that specified in a notice of payment sent by the Administrative Agent (or any of its Affiliates) with respect to retain funds mistakenly paid such Payment (a “Payment Notice”) or (y) that was not preceded or accompanied by a third party Payment Notice, it shall be on notice, in each such case, that an error has been made with respect of to such Payment. Each Lender agrees that, in each such case, or if it otherwise becomes aware a debt owed by anotherPayment (or portion thereof) or similar defense to its obligation to return any Rescindable Amount. The may have been sent in error, such Lender shall promptly notify the Administrative Agent shall inform each Lenderof such occurrence and, L/C Issuer and Swing Line Lender promptly upon determining that any payment made to such Lender, L/C Issuer or Swing Line Lender comprised, in whole or in part, a Rescindable Amount. This Section 9.16 shall solely be an agreement between demand from the Administrative Agent, it shall promptly, but in no event later than one Business Day thereafter (or such later date as the LendersAdministrative Agent, may, in its sole discretion, specify in writing), return to the Administrative Agent the amount of any such Payment (or portion thereof) as to which such a demand was made in same day funds, together with interest thereon (except to the extent waived in writing by the Administrative Agent) in respect of each day from and including the date such Payment (or portion thereof) was received by such Lender to the date such amount is repaid to the Administrative Agent at the greater of the NYFRB Rate and a rate determined by the Administrative Agent in accordance with banking industry rules on interbank compensation from time to time in effect. (c) The Borrower hereby agrees that (x) in the event an erroneous Payment (or portion thereof) is not recovered from any Lender that has received such Payment (or portion thereof) for any reason, the L/C Issuers Administrative Agent shall be subrogated to all the rights of such Lender with respect to such amount and (y) an erroneous Payment shall not pay, prepay, repay, discharge or otherwise satisfy any Obligations owed by the Swing Line Borrower. (d) Each party’s obligations under this Section 9.11 shall survive the resignation or replacement of the Administrative Agent or any transfer of rights or obligations by, or the replacement of, a Lender, the termination of the Commitments or the repayment, satisfaction or discharge of all Obligations under any Loan Document.

Recovery of Erroneous Payments. Without limitation of any other provision Notwithstanding anything to the contrary in this Agreement, if at any time the Administrative Agent makes determines (in its sole and absolute discretion) that it has made a payment hereunder in error to any Term Loan Lender or any L/C Issuer or Swing Line Lenderother Secured Party, whether or not in respect of an Obligation due and owing by the Borrower any Loan Party at such time, where such payment is a Rescindable Amount, then in any such event, each applicable Lender, L/C Issuer or Swing Line Lender such Person receiving a Rescindable Amount severally agrees with the Administrative Agent to repay to the Administrative Agent forthwith on demand the Rescindable Amount received by such Lender, L/C Issuer or Swing Line Lender 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, L/C Issuer Term Loan Lender and Swing Line Lender 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 defense 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 Term Loan Lender and Swing Line Lender each other Secured Party that received a Rescindable Amount promptly upon determining that any payment made to such Lender, L/C Issuer or Swing Line Lender Person comprised, in DB1/ 151992977.13 whole or in part, a Rescindable Amount. This Each Person’s obligations, agreements and waivers under this Section 9.16 10.14 shall solely be an agreement between survive the resignation or replacement of the Administrative Agent, any transfer of rights or obligations by, or the Lendersreplacement of, a Term Loan Lender, the L/C Issuers and termination of the Swing Line LenderCommitments and/or the repayment, satisfaction or discharge of all Obligations (or any portion thereof) under any Loan Document.

Recovery of Erroneous Payments. Without limitation of any other provision Notwithstanding anything to the contrary in this Agreement, if at any time the Administrative Agent makes determines (in its sole and absolute discretion) that it has made a payment hereunder in error to any Lender or any L/C Issuer or Swing Line LenderIssuer, whether or not in respect of an Obligation due and owing by the Borrower at such time, where such payment is a Rescindable Amount, then in any such event, each applicable Lender, L/C Issuer or Swing Line Lender such Person receiving a Rescindable Amount severally agrees with the Administrative Agent to repay to the Administrative Agent forthwith on demand the Rescindable Amount received by such Lender, L/C Issuer or Swing Line Lender 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 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 defense 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 and Swing Line Lender that received a Rescindable Amount promptly upon determining that any payment made to such Lender, L/C Issuer or Swing Line Lender Person comprised, in whole or in part, a Rescindable Amount. This Each Person’s obligations, agreements and waivers under this Section 9.16 11.12 shall solely be an agreement between survive the resignation or replacement of the Administrative Agent, any transfer of rights or obligations by, or the Lendersreplacement of, the a Lender or L/C Issuers and Issuer, the Swing Line Lendertermination of the Commitments and/or the repayment, satisfaction or discharge of all Obligations (or any portion thereof) under any Loan Document.

Recovery of Erroneous Payments. Without limitation of any other provision Notwithstanding anything to the contrary in this Agreement, if at any time the Administrative Agent makes determines (in its sole and absolute discretion) that it has made a payment hereunder in error to any Lender, the Letter of Credit Issuer, the Swing Line Lender or any L/C Issuer or Swing Line Lenderother Secured Party, whether or not in respect of an Obligation due and owing by the any Borrower at such time, where such payment is a Rescindable Amount, then in any such event, each applicable Lender, L/C Issuer or Swing Line Lender such Person receiving a Rescindable Amount severally agrees with the Administrative Agent to repay to the Administrative Agent forthwith on demand the Rescindable Amount received by such Lender, L/C Issuer or Swing Line Lender 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, L/C Issuer and 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 defense 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 and the Swing Line Lender and each other Secured Party that received a Rescindable Amount promptly upon determining that any payment made to such Lender, L/C Issuer or Swing Line Lender Person comprised, in whole or in part, a Rescindable Amount. This Each Person’s obligations, agreements and waivers under this Section 9.16 10.15 shall solely be an agreement between survive the resignation or replacement of the Administrative Agent, any transfer of rights or obligations by, or the Lendersreplacement of, a Lender, the L/C Issuers and Letter of Credit Issuer or the Swing Line Lender, the termination of the Commitments and/or the repayment, satisfaction or discharge of all Obligations (or any portion thereof) under any Loan Document. ARTICLE XI MISCELLANEOUS 11.

Recovery of Erroneous Payments. Without limitation of any other provision Notwithstanding anything to the contrary in this Agreement, if at any time the Administrative Agent makes determines (in its sole and absolute discretion) that it has made a payment hereunder in error to any Lender, Swing Line Lender or any L/C Issuer or Swing Line LenderIssuer, whether or not in respect of an Obligation due and owing by the Borrower Borrowers at such time, where such payment is a Rescindable Amount, then in any such event, each applicable Lender, L/C Issuer or Swing Line Lender such Person receiving a Rescindable Amount severally agrees with the Administrative Agent to repay to the Administrative Agent forthwith on demand the Rescindable Amount received by such Lender, L/C Issuer or Swing Line Lender 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, L/C Issuer and each Swing Line Lender Lender, and each 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 defense 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 and Swing Line Lender Lender, or each Issuer that received a Rescindable Amount promptly upon determining that any payment made to such Lender, L/C Issuer or Swing Line Lender Person comprised, in whole or in part, a Rescindable Amount. This Each Person’s obligations, agreements and waivers under this Section 9.16 shall solely be survive the resignation or replacement of the Agent, any transfer of rights or obligations by, or the replacement of, a Lender, Swing Line Lender or Issuer, the termination of the Commitments and/or the repayment, satisfaction or discharge of all Obligations (or any portion thereof) under any Loan Document. The provisions under this Section 10.15 (a) are intended to reflect an agreement between among the Administrative Agent, the Lenders, the L/C Issuers Lenders (and their Affiliates) and the Swing Line LenderAgent and (b) shall not constitute or create any obligations on the part of any Loan Party.

Recovery of Erroneous Payments. Without limitation of any other provision Notwithstanding anything to the contrary in this Agreement, if at any time the Administrative Agent makes determines (in its sole and absolute discretion) that it has made a payment hereunder in error to any Lender or any L/C Issuer or the Swing Line Lender, whether or not in respect of an Obligation due and owing by the Borrower at such time, where such payment is a Rescindable Amount, then in any such event, each applicable Lender, L/C Issuer or Swing Line Lender such Person receiving a Rescindable Amount severally agrees with the Administrative Agent to repay to the Administrative Agent forthwith on demand the Rescindable Amount received by such Lender, L/C Issuer or Swing Line Lender 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, L/C Issuer Lender and 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 defense 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 and Lender or the Swing Line Lender that received a Rescindable Amount promptly upon determining that any payment made to such Lender, L/C Issuer or Swing Line Lender Person comprised, in whole or in part, a Rescindable Amount. This Each Person’s obligations, agreements and waivers under this Section 9.16 10.13 shall solely be an agreement between survive the resignation or replacement of the Administrative Agent, any transfer of rights or obligations by, or the Lendersreplacement of, the L/C Issuers and a Lender or the Swing Line Lender, the termination of the Commitments and/or the repayment, satisfaction or discharge of all Obligations (or any portion thereof) under any Loan Document.

Recovery of Erroneous Payments. Without limitation of any other provision Notwithstanding anything to the contrary in this Agreement, if at any time the Administrative Agent makes determines (in its sole and absolute discretion) that it has made a payment hereunder in error to any Lender or any Lender, L/C Issuer or Swing Line Lenderother secured party h▇▇▇▇▇▇▇▇, whether or not in respect of an Obligation due and owing by the Borrower Borrowers at such time, where such payment is a Rescindable Amount, then in any such event, each applicable Lender, L/C Issuer or Swing Line Lender such Person receiving a Rescindable Amount severally agrees with the Administrative Agent to repay to the Administrative Agent forthwith on demand the Rescindable Amount received by such Lender, L/C Issuer or Swing Line Lender 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 Swing Line Lender each other 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 defense 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 and Swing Line Lender or other secured party hereunder that received a Rescindable Amount promptly upon determining that any payment made to such Lender, L/C Issuer or Swing Line Lender Person comprised, in whole or in part, a Rescindable Amount. This Each Person’s obligations, agreements and waivers under this Section 9.16 10.16 shall solely be an agreement between survive the resignation or replacement of the Administrative Agent, any transfer of rights or obligations by, or the Lendersreplacement of, the a Lender or L/C Issuers and Issuer, the Swing Line Lender.termination of the Commitments and/or the repayment, satisfaction or discharge of all Obligations (or any portion thereof) under any Loan Document. S ECTION

Recovery of Erroneous Payments. Without limitation of any other provision in this Agreement, if at any time the Administrative Agent makes a payment hereunder in error to any Lender or any L/C Issuer or Swing Line Lender(the “Credit Party”), whether or not in respect of an Obligation due and owing by the Borrower at such time, where such payment is a Rescindable Amount, then in any such event, each applicable Lender, L/C Issuer or Swing Line Lender Credit Party receiving a Rescindable Amount severally agrees with the Administrative Agent to repay to the Administrative Agent forthwith on demand the Rescindable Amount received by such Lender, L/C Issuer or Swing Line Lender 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, L/C Issuer and Swing Line Lender 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) or similar defense to its obligation to return any Rescindable Amount. The Administrative Agent shall inform each Lender, L/C Issuer and Swing Line Lender Credit Party promptly upon determining that any payment made to such Lender, L/C Issuer or Swing Line Lender Credit Party comprised, in whole or in part, a Rescindable Amount. This Section 9.16 . (i) Exhibit A of the Credit Agreement is hereby replaced with Exhibit A attached hereto. (j) All references in the Loan Documents to the Credit Agreement shall solely henceforth include references to the Credit Agreement, as modified and amended hereby, and as may, from time to time, be an agreement between further amended, modified, extended, renewed, and/or increased. (k) Any and all of the Administrative Agentterms and provisions of the Loan Documents are hereby amended and modified wherever necessary, even though not specifically addressed herein, so as to conform to the Lenders, the L/C Issuers amendments and the Swing Line Lendermodifications set forth herein.

Recovery of Erroneous Payments. Without limitation of any other provision in this Agreement, if at any time the Administrative Agent makes a payment hereunder in error to any of the Lenders (each, a “Lender or any L/C Issuer or Swing Line LenderRecipient Party”), whether or not in respect of an Obligation due and owing by the Borrower at such time, where such payment is a Rescindable Amount, then in any such event, each applicable Lender, L/C Issuer or Swing Line Lender Recipient Party receiving a Rescindable Amount severally agrees with the Administrative Agent to repay to the Administrative Agent forthwith on demand Agent, within one Business Day of demand, the Rescindable Amount received by such Lender, L/C Issuer or Swing Line 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, L/C Issuer and Swing Line 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) or similar defense to its obligation to return any Rescindable Amount. The Administrative Agent shall inform each Lender, L/C Issuer and Swing Line Lender Recipient Party promptly upon determining that any payment made to such Lender, L/C Issuer or Swing Line Lender Recipient Party comprised, in whole or in part, a Rescindable Amount. This Notwithstanding anything herein to the contrary, nothing in this Section 9.16 8.13 shall solely be an agreement between interpreted to accelerate the due date for, or increase the amount of, or have the effect of accelerating the due date for, or increasing the amount of, the Obligations of the Loan Parties relative to the timing for payment of the Obligations that would have been payable had such Rescindable Amount not been made by the Administrative Agent. Notwithstanding the foregoing, this Section 8.13 shall not apply to the Lendersextent any such Rescindable Amount is, and solely with respect to the L/C Issuers and amount of such Rescindable Amount that is, comprised of funds received by the Swing Line LenderAdministrative Agent from or on behalf of the Borrower or any other Loan Party for the purpose of making such erroneous payment.

Recovery of Erroneous Payments. Without limitation of any other provision Notwithstanding anything to the contrary in this Agreement, if at any time the Administrative Agent makes determines (in its sole and absolute discretion) that it has made a payment hereunder in error to any Lender or any Lender, L/C Issuer or Swing Line Lenderother Secured Party, whether or not in respect of an Obligation due and owing by the Borrower at such time, where such payment is a Rescindable Amount, then in any such event, each applicable Lender, L/C Issuer or Swing Line Lender such Person receiving a Rescindable Amount severally agrees with the Administrative Agent to repay to the Administrative Agent forthwith on demand the Rescindable Amount received by such Lender, L/C Issuer or Swing Line Lender 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 Swing Line Lender 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 defense 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 and Swing Line Lender or other Secured Party that received a Rescindable Amount promptly upon determining that any payment made to such Lender, L/C Issuer or Swing Line Lender Person comprised, in whole or in part, a Rescindable Amount. This Each Person’s obligations, agreements and waivers under this Section 9.16 10.14 shall solely be an agreement between survive the resignation or replacement of the Administrative Agent, any transfer of rights or obligations by, or the Lendersreplacement of, the a Lender or L/C Issuers and Issuer, the Swing Line Lendertermination of the Commitments and/or the repayment, satisfaction or discharge of all Obligations (or any portion thereof) under any Loan Document.

Recovery of Erroneous Payments. Without limitation of any other provision in this Agreement, if at any time the Administrative Agent makes a payment hereunder in error to any Lender or any the L/C Issuer or Swing Line Lender(the “Credit Party”), whether or not in respect of an Obligation any of the Secured Obligations due and owing by the Borrower at such time, where such payment is a Rescindable Amount, then in any such event, each applicable Lender, L/C Issuer or Swing Line Lender Credit Party receiving a Rescindable Amount severally agrees with the Administrative Agent to repay to the Administrative CHAR1\1766253v2 Agent forthwith on demand the Rescindable Amount received by such Lender, L/C Issuer or Swing Line Lender 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, L/C Issuer and Swing Line Lender 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) or similar defense to its obligation to return any Rescindable Amount. The Administrative Agent shall inform each Lender, L/C Issuer and Swing Line Lender Credit Party promptly upon determining that any payment made to such Lender, L/C Issuer or Swing Line Lender Credit Party comprised, in whole or in part, a Rescindable Amount. This . (h) In Section 9.16 shall solely be 11.04 of the Credit Agreement, clause (b)(i) is hereby amended to read as follows: (i) the execution or delivery of this Agreement, any other Loan Document or any agreement or instrument contemplated hereby or thereby (including, without limitation, the Indemnitee’s reliance on any Communication executed using an agreement between Electronic Signature, or in the form of an Electronic Record), the performance by the parties hereto of their respective obligations hereunder or thereunder or the consummation of the transactions contemplated hereby or thereby, or, in the case of the Administrative AgentAgent (and any sub-agent thereof) and its Related Parties only, the Lenders, the L/C Issuers administration of this Agreement and the Swing Line Lender.other Loan Documents (including in respect of any matters addressed in Section 3.01), (i) Section 11.18 of the Credit Agreement is hereby amended to read as follows:

Recovery of Erroneous Payments. Without limitation of any other provision Notwithstanding anything to the contrary in this Agreement, if at any time the Administrative Agent makes determines (in its sole and absolute discretion) that it has made a payment hereunder in error to any Lender Lender, Swingline Lender, LC Issuer or any L/C Issuer or Swing Line LenderBank Product Provider, whether or not in respect of an Obligation due and owing by the any 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 applicable Lender, L/C Issuer or Swing Line Lender such Person receiving a Rescindable Amount severally agrees with the Administrative Agent to repay to the Administrative Agent forthwith on demand the Rescindable Amount received by such Lender, L/C Issuer or Swing Line Lender 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, L/C each Swingline Lender, each LC Issuer and Swing Line Lender each 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 defense defenses (whether at law or in equity) to its obligation to return any Rescindable Amount. The Administrative Agent shall inform each Lender, L/C Swingline Lender, LC Issuer and Swing Line Lender or such other Bank Product Provider that received a Rescindable Amount promptly upon determining that any payment made to such Lender, L/C Issuer or Swing Line Lender Person comprised, in whole or in part, a Rescindable Amount. This Each Person’s obligations, agreements and waivers under this Section 9.16 8.15 shall solely be an agreement between survive the resignation or replacement of the Administrative Agent, any transfer of rights or obligations by, or the Lendersreplacement of, a Lender, Swingline Lender or LC Issuer, the L/C Issuers and termination of the Swing Line LenderCommitments and/or the repayment, satisfaction or discharge of all Obligations (or any portion thereof) under any Credit Document.

Recovery of Erroneous Payments. Without limitation of any other provision in this Agreement, (a) Each Lender and each Issuing Lender hereby agrees that (i) if at any time the Administrative Agent makes a payment hereunder in error to any notifies such Lender or Issuing Lender that the Administrative Agent has determined in its sole discretion that any L/C Issuer funds received by such Lender or Swing Line LenderIssuing Lender from the Administrative Agent or any of its Affiliates were erroneously transmitted to, or otherwise erroneously or mistakenly received by, such Lender or Issuing Lender (whether or not known to such Lender or Issuing Lender) (whether as a payment, prepayment or repayment of principal, interest, fees or otherwise; individually and collectively, a “Erroneous Payment”) and demands the return of such Erroneous Payment (or a portion thereof), such Lender or Issuing Lender shall promptly, but in respect of an Obligation due and owing by the Borrower at such timeno event later than two Business Days thereafter, where such payment is a Rescindable Amount, then in any such event, each applicable Lender, L/C Issuer or Swing Line Lender receiving a Rescindable Amount severally agrees with the Administrative Agent to repay 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 Lenderwas made, L/C Issuer or Swing Line Lender 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, L/C Issuer such Lender or Issuing Lender shall not assert any right or claim to the Erroneous Payment, and Swing Line Lender 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 Administrative 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 to retain funds mistakenly paid by a third party in respect or any similar doctrine. A notice of a debt owed by another) or similar defense to its obligation to return any Rescindable Amount. The the Administrative Agent to any Lender or any Issuing Lender under this clause (a) shall inform be conclusive, absent manifest error. (b) Without limiting immediately preceding clause (a), each LenderLender and each Issuing Lender hereby further agrees that if it receives an Erroneous Payment from the Administrative Agent (or any of its Affiliates) (x) that is in a different amount than, L/C Issuer and Swing Line Lender promptly upon determining or on a different date from, that specified in a notice of payment sent by the Administrative Agent (or any payment made of its Affiliates) with respect to such LenderErroneous Payment (an “Erroneous Payment Notice”), L/C Issuer (y) that was not preceded or Swing Line accompanied by an Erroneous Payment Notice, or (z) that such Lender comprisedor Issuing Lender otherwise becomes aware was transmitted, or received, in error or by mistake (in whole or in part), in each case, an error has been made (and that it is deemed to have knowledge of such error at the time of receipt of such Erroneous Payment) with respect to such Erroneous Payment, and to the extent permitted by applicable law, such Lender or Issuing Lender shall not assert any right or claim to the Erroneous Payment, and hereby waives, any claim, counterclaim, defense or right of set-off or recoupment with respect to any demand, claim or counterclaim by the Administrative Agent for the return of any Erroneous Payments received, including without limitation waiver of any defense based on “discharge for value” or any similar doctrine. Each Lender and each Issuing Lender agrees that, in each such case, it shall promptly (and, in all events, within one Business Day of its knowledge (or deemed knowledge) of such error) notify the Administrative Agent of such occurrence and, upon demand from the Administrative Agent, it shall promptly, but in all events no later than two Business Days thereafter, return to the Administrative Agent the amount of any such Erroneous Payment (or portion thereof) as to which such a Rescindable Amount. This Section 9.16 demand was made in same day funds (in the currency so received), together with interest thereon in respect of each day from and including the date such Erroneous Payment (or portion thereof) was received by such Lender or Issuing Lender to the date such amount is repaid to the Administrative Agent in same day funds at the greater of the Federal Funds Rate and a rate determined by the Administrative Agent in accordance with banking industry rules on interbank compensation from time to time in effect. (c) Borrower and each other Loan Party hereby agrees that (x) in the event an Erroneous Payment (or portion thereof) is not recovered from any Lender or Issuing Lender that has received such Erroneous Payment (or portion thereof) for any reason, the Administrative Agent shall solely be subrogated to all the rights of such Lender or Issuing Lender with respect to such amount and (y) an agreement between Erroneous Payment shall not pay, prepay, repay, discharge or otherwise satisfy any Obligations owed by Borrower or any other Loan Party. (d) Each party’s obligations under this §14.19 shall survive the resignation or replacement of the Administrative Agent, the Lenderstermination of the Commitments or the repayment, the L/C Issuers and the Swing Line Lendersatisfaction or discharge of all Obligations (or any portion thereof) under any Loan Document.

Recovery of Erroneous Payments. Without limitation of any other provision (a) Notwithstanding anything to the contrary in this Agreement, if at any time the Administrative Agent makes determines (in its sole and absolute discretion) that it has made a payment hereunder under this Agreement in error to any Lender or any L/C Issuer or Swing Line Lenderother Finance Party, whether or not in respect of an any Secured Obligation due and owing by the Borrower at such time, where such payment is a Rescindable Amount, then in any such event, each applicable Lender, L/C Issuer or Swing Line Lender such Person receiving a Rescindable Amount severally agrees with the Administrative Agent to repay to the Administrative Agent forthwith on demand the Rescindable Amount received by such Lender, L/C Issuer or Swing Line Lender 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. . (b) Each Lender, L/C Issuer Lender and Swing Line Lender each other Finance 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 defense defenses (whether at law or in equity) to its obligation to return any Rescindable Amount. . (c) The Administrative Agent shall inform each Lender, L/C Issuer and Swing Line Lender or other Finance Party that it has received a Rescindable Amount promptly upon determining that any payment made to such Lender, L/C Issuer or Swing Line Lender Person comprised, in whole or in part, a Rescindable Amount. This . (d) Each Person’s obligations, agreements and waivers under this Section 9.16 ‎17.3 shall solely be an agreement between survive the resignation or replacement of the Administrative Agent, any transfer of rights or obligations by, or the Lendersreplacement of, a Lender or other Finance Party, the L/C Issuers and termination of the Swing Line LenderTotal Commitment Amount and/or the repayment, satisfaction or discharge of all Secured Obligations (or any portion thereof) under any Finance Document.

Recovery of Erroneous Payments. Without limitation of any other provision Notwithstanding anything to the contrary in this Agreement, if at any time the Administrative Agent makes determines (in its sole and absolute discretion) that it has made a payment hereunder in error to any Term Loan Lender or any L/C Issuer or Swing Line Lenderother Secured Party, whether or not in respect of an Obligation due and owing by the Borrower any Loan Party at such time, where such payment is a Rescindable Amount, then in any such event, each applicable Lender, L/C Issuer or Swing Line Lender such Person receiving a Rescindable Amount severally agrees with the Administrative Agent to repay to the Administrative Agent forthwith on demand the Rescindable Amount received by such Lender, L/C Issuer or Swing Line Lender 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, L/C Issuer Term Loan Lender and Swing Line Lender 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 defense 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 Term Loan Lender and Swing Line Lender each other Secured Party that received a Rescindable Amount promptly upon determining that any payment made to such Lender, L/C Issuer or Swing Line Lender Person comprised, in whole or in part, a Rescindable Amount. This Each Person’s obligations, agreements and waivers under this Section 9.16 10.14 shall solely be an agreement between survive the resignation or replacement of the Administrative Agent, any transfer of rights or obligations by, or the Lendersreplacement of, a Term Lender, the L/C Issuers and termination of the Swing Line LenderCommitments and/or the repayment, satisfaction or discharge of all Obligations (or any portion thereof) under any Loan Document.

Recovery of Erroneous Payments. Without limitation of any other provision Notwithstanding anything to the contrary in this Agreement, if at any time the Administrative Agent makes determines (in its sole and absolute discretion) that it has made a payment hereunder in error to any Lender, Swingline Lender, Issuing Lender or any L/C Issuer or Swing Line Lenderother Secured Party, whether or not in respect of an Obligation due and owing by the Borrower or any Credit Parties at such time, where such payment is a Rescindable Amount, then in any such event, each applicable Lender, L/C Issuer or Swing Line Lender such Person receiving a Rescindable Amount severally agrees with the Administrative Agent to repay to the Administrative Agent forthwith on demand the Rescindable Amount received by such Lender, L/C Issuer or Swing Line Lender 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, L/C Issuer each Swingline Lender, each Issuing Lender and Swing Line Lender 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 defense 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 and Swing Line Swingline Lender, Issuing Lender or other Secured Party that received a Rescindable Amount promptly upon determining that any payment made to such Lender, L/C Issuer or Swing Line Lender Person comprised, in whole or in part, a Rescindable Amount. This Each Person’s obligations, agreements and waivers under this Section 9.16 10.17 shall solely be an agreement between survive the resignation or replacement of the Administrative Agent, any transfer of rights or obligations by, or the Lendersreplacement of, a Lender, Swingline Lender or Issuing Lender, the L/C Issuers and termination of the Swing Line LenderCommitments and/or the repayment, satisfaction or discharge of all Obligations (or any portion thereof) under any Credit Document.

Recovery of Erroneous Payments. Without limitation of any other provision Notwithstanding anything to the contrary in this Agreement, if at any time the Administrative Agent makes determines (in its sole and absolute discretion) that it has made a payment hereunder in error to any Lender or any L/C Issuer or Swing Line Lenderother Creditor, whether or not in respect of an a Guaranteed Obligation due and owing by the Borrower or the Guarantor at such time, where such payment is a Rescindable Amount, then in any such event, each applicable Lender, L/C Issuer or Swing Line Lender such Person receiving a Rescindable Amount severally agrees with the Administrative Agent to repay to the Administrative Agent forthwith on demand the Rescindable Amount received by such Lender, L/C Issuer or Swing Line Lender 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, L/C Issuer Lender and Swing Line Lender each other Creditor 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 defense 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 and Swing Line Lender or other Creditor that received a Rescindable Amount promptly upon determining that any payment made to such Lender, L/C Issuer or Swing Line Lender Person comprised, in whole or in part, a Rescindable Amount. This Each Person’s obligations, agreements and waivers under this Section 9.16 shall solely be an agreement between survive the resignation or replacement of the Administrative Agent, any transfer of rights or obligations by, or the Lendersreplacement of, a Lender, the L/C Issuers and termination of the Swing Line LenderCommitments and/or the repayment, satisfaction or discharge of all Guaranteed Obligations (or any portion thereof) under any Loan Document.

Recovery of Erroneous Payments. Without limitation of any other provision in this Agreement, if at any time the Administrative Agent makes a payment hereunder in error to any Lender or any L/C Issuer or Swing Line Lender, whether or not in respect of an Obligation due and owing by the Borrower at such time, where such payment is a Rescindable Amount, then in any such event, each applicable Lender, L/C Issuer or Swing Line Lender receiving a Rescindable Amount severally agrees with the Administrative Agent to repay to the Administrative Agent forthwith on demand the Rescindable Amount received by such Lender, L/C Issuer or Swing Line 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, L/C Issuer and 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) or similar defense to its obligation to return any Rescindable Amount. The Administrative Agent shall inform each Lender, L/C Issuer and Swing Line Lender promptly upon determining that any payment made to such Lender, L/C Issuer or Swing Line Lender comprised, in whole or in part, a Rescindable Amount. This Section 9.16 “Rescindable Amount” shall solely be an agreement between mean any payment that the Administrative Agent, Agent makes for the Lenders, account of the L/C Issuers and Lenders hereunder as to which the Swing Line Lender.Administrative Agent determines (which determination shall be conclusive absent manifest error) that any of the following applies:

Recovery of Erroneous Payments. Without limitation of any other provision Notwithstanding anything to the contrary in this Agreement, if at any time the Administrative Agent makes determines (in its sole and absolute discretion) that it has made a payment hereunder in error to any Lender Lender, Issuing Bank or any L/C Issuer or Swing Line Lenderother Secured Party, whether or not in respect of an Obligation due and owing by the Borrower at such time, where such payment is a Rescindable Amount, then in any such event, each applicable Lender, L/C Issuer or Swing Line Lender such Person receiving a Rescindable Amount severally agrees with the Administrative Agent to repay to the Administrative Agent forthwith on demand the Rescindable Amount received by such Lender, L/C Issuer or Swing Line Lender 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, L/C Issuer each Issuing Bank and Swing Line Lender 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 defense 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 and Swing Line Lender Issuing Bank or other Secured Party that received a Rescindable Amount promptly upon determining that any payment made to such Lender, L/C Issuer or Swing Line Lender Person comprised, in whole or in part, a Rescindable Amount. This Each Person’s obligations, agreements and waivers under this Section 9.16 8.12 shall solely be an agreement between survive the resignation or replacement of the Administrative Agent, any transfer of rights or obligations by, or the Lendersreplacement of, a Lender or Issuing Bank, the L/C Issuers and termination of the Swing Line Lender.Commitments and/or the repayment, satisfaction or discharge of all Loan Document Obligations (or any portion thereof) under any Loan Document. NAI-1532775236v11532775236v9 142 Blue Bird Body Company Credit Agreement

Recovery of Erroneous Payments. Without limitation of any other provision Notwithstanding anything to the contrary in this Agreement, if at any time the Administrative Agent makes determines (in its sole and absolute discretion) that it has made a payment hereunder in error to any Lender, Issuing Lender or any L/C Issuer or Swing Line Lenderother Secured Party, whether or not in respect of an Obligation due and owing by the Borrower at such time, where such payment is a Rescindable Amount, then in any such event, each applicable Lender, L/C Issuer or Swing Line Lender such Person receiving a Rescindable Amount severally agrees with the Administrative Agent to repay to the Administrative Agent forthwith on demand the Rescindable Amount received by such Lender, L/C Issuer or Swing Line Lender 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, L/C Issuer each Issuing Lender and Swing Line Lender 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 defense 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 and Swing Line Issuing Lender or other Secured Party that received a Rescindable Amount promptly upon determining that any payment made to such Lender, L/C Issuer or Swing Line Lender Person comprised, in whole or in part, a Rescindable Amount. This Each Person’s obligations, agreements and waivers under this Section 9.16 9.14 shall solely be an agreement between survive the resignation or replacement of the Administrative Agent, any transfer of rights or obligations by, or the Lendersreplacement of, a Lender or Issuing Lender, the L/C Issuers and termination of the Swing Line LenderCommitments and/or the repayment, satisfaction or discharge of all Obligations (or any portion thereof) under any Loan Document.

Recovery of Erroneous Payments. Without limitation of any other provision in this Agreement, if at any time the Administrative Agent makes a payment hereunder in error to any Lender or any L/C Issuer or Swing Line Lender, whether or not in respect of an Obligation due and owing by 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 applicable Lender, L/C Issuer or Swing Line accordance with banking industry rules on interbank compensation). Each Lender receiving a Rescindable Amount severally agrees with the Administrative Agent to repay to the Administrative Agent forthwith on demand the Rescindable Amount received by such Lender, L/C Issuer or Swing Line 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, L/C Issuer and 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) or similar defense to its obligation to return any Rescindable Amount. The Administrative Agent shall inform each Lender, L/C Issuer and Swing Line Lender promptly upon determining that any payment made to such Lender, L/C Issuer or Swing Line Lender comprised, in whole or in part, a Rescindable Amount. This Section 9.16 shall solely be an agreement between the Administrative Agent, the Lenders, the L/C Issuers and the Swing Line Lender.

Recovery of Erroneous Payments. Without limitation of any other provision in this Agreement, if at any time (a) If the Administrative Agent makes notifies a payment hereunder in error to any Lender, Issuing Lender, Swingline Lender or Secured Party, or any L/C Issuer or Swing Line 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 discretion (whether or not in respect after receipt of an Obligation due and owing any notice under immediately succeeding clause (b)) that any funds received by the Borrower at such time, where such payment is a Rescindable Amount, then in any such event, each applicable Lender, L/C Issuer or Swing Line Lender receiving a Rescindable Amount severally agrees with 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 repay such Lender, Issuing Lender, Swingline Lender, Secured Party or other Payment Recipient on its behalf) (any such funds, whether received as a payment, prepayment or repayment of principal, interest, fees, distribution or otherwise, individually and collectively, an “Erroneous Payment”) and demands the return of such Erroneous Payment (or a portion thereof), such Erroneous Payment shall at all times remain the property of the Administrative Agent and shall be segregated by the Payment Recipient and held in trust for the benefit of the Administrative Agent, and such Lender, Issuing Lender, Swingline Lender or Secured Party shall (or, with respect to any Payment Recipient who received such funds on its behalf, shall cause such Payment Recipient to) 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 Lenderwas made, L/C Issuer or Swing Line Lender 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 AgentAgent to any Payment Recipient under this clause (a) shall be conclusive, absent manifest error. (b) Without limiting immediately preceding clause (a), each 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, 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 157 #97570842v91 (c) Each Lender, Issuing Lender, Swingline Lender or Secured Party hereby authorizes the Administrative Agent to set off, net and apply any and all amounts at the greater of the Federal Funds Rate and a rate determined any time owing to such Lender, Issuing Lender, Swingline Lender or Secured Party under any Loan Document, or otherwise payable or distributable by the Administrative Agent in accordance with banking industry rules on interbank compensation. Each to such Lender, L/C Issuer Issuing Lender, Swingline Lender or Secured Party under any Loan Document with respect to any payment of principal, interest, fees or other amounts, against any amount that the Administrative Agent has demanded to be returned under the preceding clause (a) or under the indemnification provisions of this Agreement. (d) The parties hereto agree that (x) irrespective of whether the Administrative Agent may be equitably subrogated, in the event that an Erroneous Payment (or portion thereof) is not recovered from any Payment Recipient that has received such Erroneous Payment (or portion thereof) for any reason, the Administrative Agent shall be subrogated to all the rights and Swing Line interests of such Payment Recipient (and, in the case of any Payment Recipient who has received funds on behalf of a Lender, to the rights and interests of such Lender, as the case may be) under the Loan Documents with respect to such amount (the “Erroneous Payment Subrogation Rights”) and (y) an Erroneous Payment shall not pay, prepay, repay, discharge or otherwise satisfy any Obligations owed by the Borrower or any other Loan Party; provided that this Section 9.14 shall not be interpreted to increase (or accelerate the due date for), or have the effect of increasing (or accelerating the due date for), the Obligations of the Borrower relative to the amount (or timing for payment) of the Obligations that would have been payable had such Erroneous Payment not been made by the Administrative Agent; provided, further, that for the avoidance of doubt, the immediately preceding clauses (x) and (y) shall not apply to the extent any such Erroneous Payment is, and solely with respect to the amount of such Erroneous Payment that is, comprised of funds received by the Administrative Agent from the Borrower for the purpose of making such Erroneous Payment. (e) Notwithstanding anything to the contrary contained herein, and for the avoidance of doubt, in no event shall the occurrence of an Erroneous Payment (or any Erroneous Payment Subrogation Rights or other rights of the Administrative Agent in respect of an Erroneous Payment) result in the Administrative Agent becoming, or being deemed to be, a Lender irrevocably waives hereunder or the holder of any Loans hereunder. 158 #97570842v91 (f) To the extent permitted by applicable law, no Payment Recipient shall assert any right or claim to an Erroneous Payment, and all defenseshereby waives, and is deemed to waive, any claim, counterclaim, defense or right of set-off or recoupment with respect to any demand, claim or counterclaim by the Administrative Agent for the return of any Erroneous Payment received, including without limitation any defense based on “discharge for value” or any similar doctrine. (g) Each party’s obligations, agreements and waivers under which a creditor might otherwise claim a right to retain funds mistakenly paid by a third party in respect this Section 9.14 shall survive the resignation or replacement of a debt owed by another) or similar defense to its obligation to return any Rescindable Amount. The Administrative Agent shall inform each Lender, L/C Issuer and Swing Line Lender promptly upon determining that any payment made to such Lender, L/C Issuer or Swing Line Lender comprised, in whole or in part, a Rescindable Amount. This Section 9.16 shall solely be an agreement between the Administrative Agent, any transfer of rights or obligations by, or the Lendersreplacement of, a Lender, Swingline Lender or Issuing Lender, or the L/C Issuers and the Swing Line LenderDischarge of Obligations.

Recovery of Erroneous Payments. Without limitation of any other provision Notwithstanding anything to the contrary in this Agreement, if at any time the Administrative Agent makes determines (in its sole and absolute discretion) that it has made a payment hereunder in error to any Lender or any Lender, L/C Issuer or Swing Line Lenderother Secured Party, whether or not in respect of an Obligation due and owing by the Borrower at such time, where such payment is a Rescindable Amount, then in any such event, each applicable Lender, L/C Issuer or Swing Line Lender such Person receiving a Rescindable Amount severally agrees with the Administrative Agent to repay to the Administrative Agent forthwith on demand the Rescindable Amount received by such Lender, L/C Issuer or Swing Line Lender 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 Swing Line Lender 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 defense 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 and Swing Line Lender or other Secured Party that received a Rescindable Amount promptly upon determining that any payment made to such Lender, L/C Issuer or Swing Line Lender Person comprised, in whole or in part, a Rescindable Amount. This Each Person’s obligations, agreements and waivers under this Section 9.16 9.13 shall solely be an agreement between survive the resignation or replacement of the Administrative Agent, any transfer of rights or obligations by, or the Lendersreplacement of, the a Lender or L/C Issuers and Issuer, the Swing Line Lender.termination of the

Recovery of Erroneous Payments. Without limitation of any other provision in this Agreement, if at any time the Administrative Agent makes a payment hereunder in error to any Lender or any L/C Issuer or Swing Line LenderParty, whether or not in respect of an Obligation due and owing by the Borrower at such time, where such payment is a Rescindable Amount, then in any such event, each applicable Lender, L/C Issuer or Swing Line Lender Party receiving a Rescindable Amount severally agrees with the Administrative Agent to repay to the Administrative Agent forthwith on demand the Rescindable Amount received by such Lender, L/C Issuer or Swing Line Lender 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, L/C Issuer and Swing Line 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) or similar defense to its obligation to return any Rescindable Amount. The Administrative Agent shall inform each Lender, L/C Issuer and Swing Line Lender Party promptly upon determining that any payment made to such Lender, L/C Issuer or Swing Line Lender Party comprised, in whole or in part, a Rescindable Amount. This . (h) Clause (i) in Section 9.16 shall solely be 11.04(b) of the Credit Agreement is amended to read as follows: (i) the execution or delivery of this Agreement, any other Loan Document or any agreement or instrument contemplated hereby or thereby (including such Indemnitee’s reasonable reliance on any Communication executed using an agreement between Electronic Signature or in the form of an Electronic Record), the performance by the parties hereto of their respective obligations hereunder or thereunder or the consummation of the transactions contemplated hereby or thereby, or, in the case of the Administrative AgentAgent (and any sub-agent thereof) and its Related Parties only, the Lenders, the L/C Issuers administration of this Agreement and the Swing Line Lender.other Loan Documents (including in respect of any matters addressed in Section 3.01), (i) Section 11.10 of the Credit Agreement is amended to read as follows: