Common use of Without limiting Section 9 Clause in Contracts

Without limiting Section 9. 7.2 [Non-Reliance on Administrative Agent and Other Lenders; Acknowledgments], each Lender hereby further agrees that if it receives an Erroneous Payment from the Administrative Agent (or any of its Affiliates) (i) that is in an amount different than (other than a de minimis difference), or on a different date from, that specified in a notice of payment sent by the Administrative Agent (or any of its Affiliates) with respect to such Erroneous Payment (an “Erroneous Payment Notice”), or (ii) that was not preceded or accompanied by an Erroneous Payment Notice, it shall be on notice that, in each such case, an error has been made with respect to such Erroneous Payment. Each Lender further agrees that, in each such case, or if it otherwise becomes aware an Erroneous Payment (or portion thereof) may have been sent in error, such Lender shall promptly notify the Administrative Agent of such occurrence and, upon demand from the Administrative Agent, it shall promptly, but in no event later than one (1) Business Day thereafter, return to the Administrative Agent the amount of any such Erroneous Payment (or portion thereof) that was received by such Lender to the date such amount is repaid to the Administrative Agent in same day funds at the greater of the Overnight Bank Funding Rate and a rate determined by the Administrative Agent in accordance with banking industry rules on interbank compensation from time to time in effect.

Without limiting Section 9. 7.2 [Non-Reliance on Administrative Agent and Other Lenders; Acknowledgments]12(a), each Lender hereby further agrees that if it receives an Erroneous Payment a payment from the Administrative Agent (or any of its Affiliates) (ix) that is in an a different amount different than (other than a de minimis difference)than, or on a different date from, that specified in a notice of payment sent by the Administrative Agent Agent, (or any of its Affiliates) with respect to such Erroneous Payment (an “Erroneous Payment Notice”), or (iiy) that was not preceded or accompanied by an Erroneous Payment Noticenotice of payment, it shall be on notice thator (z) that such Lender otherwise becomes aware was transmitted, or received, in error or by mistake (in whole or in part), then in each such case, if an error has been made each such Lender is deemed to have knowledge of such error at the time of receipt of such Erroneous Payment, and to the extent permitted by applicable law, such Lender shall not assert any right or claim to the Erroneous Payment, and hereby waives, any claim, counterclaim, defense or right of set-off or recoupment with respect to such any demand, claim or counterclaim by the Administrative Agent for the return of any Erroneous PaymentPayments received, including waiver of any defense based on “discharge for value” or any similar theory or doctrine. Each Lender further agrees that, in each such case, or if it otherwise becomes aware an Erroneous Payment shall promptly (and, in all events, within one Business Day of its knowledge (or portion thereofdeemed knowledge) may have been sent in of such error, such Lender shall promptly ) notify the Administrative Agent of such occurrence and, upon demand from the Administrative AgentAgent in accordance with Section 9.12(a), it shall promptly, but in all events no event later than one two (12) Business Day Days thereafter, return to the Administrative Agent the amount of any such Erroneous Payment (or portion thereof) that as to which such a demand was made in same day funds (in the currency so received), together with interest thereon in respect of each day from and including the date such Erroneous Payment (or portion thereof) was received by such Lender to the date such amount is repaid to the Administrative Agent in same day funds at the greater of the Overnight Bank Funding Federal Funds Effective Rate and a rate determined by the Administrative Agent in accordance with banking industry rules on interbank compensation from time to time in effect.