Participation Obligations Unconditional. (a) Each Lender’s obligation to make available to the Administrative Agent for the account of the Swing Line Lender the amount of its participation interest in all Swing Line Loans as provided in Section 2.4.3 shall be absolute and unconditional and shall not be affected by any circumstance, including (i) any set-off, counterclaim, recoupment, defense or other right which such Lender may have against the Swing Line Lender or any other Person, (ii) the occurrence or continuance of an Event of Default or Unmatured Event of Default, (iii) any adverse change in the condition (financial or otherwise) of the Company or any Subsidiary thereof, (iv) any termination of the Commitments or (v) any other circumstance, happening or event whatsoever.
(b) Notwithstanding the provisions of clause (a) above, no Lender shall be required to purchase a participation interest in any Swing Line Loan if, prior to the making by the Swing Line Lender of such Swing Line Loan, the Swing Line Lender received written notice specifying that one or more of the conditions precedent to the making of such Swing Line Loan were not satisfied and, in fact, such conditions precedent were not satisfied at the time of the making of such Swing Line Loan.
Participation Obligations Unconditional. (1) Each Bank's obligation to make Loans pursuant to Section 2.16 and/or to purchase participation interests in Swing Line Loans pursuant to Section 2.17 shall be absolute and unconditional and shall not be affected by any circumstance whatsoever, including (i) any set-off, counterclaim, recoupment, defense or other right which such Bank may have against the Swing Line Bank, the Company or any other Person for any reason whatsoever; (ii) the occurrence or continuance of an Event of Default or Unmatured Event of Default; (iii) any adverse change in the condition (financial or otherwise) of the Company or any other Person; (iv) any breach of this Agreement or any other Loan Document by the Company or any other Person; (v) any inability of the Company to satisfy the conditions precedent to borrowing set forth in this Agreement on the date upon which any such Loan is to be made or any participation interest therein is to be purchased; or (vi) any other circumstance, happening or event whatsoever, whether or not similar to any of the foregoing.
(2) Notwithstanding the provisions of subsection 2.18(a), no Bank shall be required to make any Loan to the Company to refund a Swing Line Loan pursuant to Section 2.16 or to purchase a participation interest in a Swing Line Loan pursuant to Section 2.17 if, prior to the making by the Swing Line Bank of such Swing Line Loan, the Swing Line Bank received written notice from any Bank specifying that such Bank believed in good faith that one or more of the conditions precedent to the making of such Swing Line Loan were not satisfied and, in fact, such conditions precedent were not satisfied at the time of the making of such Swing Line Loan; provided that the obligation of such Bank to make such Loans and to purchase such participation interests shall be reinstated upon the earlier to occur of (i) the date on which such Bank notifies the Swing Line Bank that its prior notice has been withdrawn and (ii) the date on which all conditions precedent to the making of such Swing Line Loan have been satisfied (or waived by the Majority Banks or all Banks, as applicable).
Participation Obligations Unconditional. (a) Each Bank's obligation to make available to the Agent for the account of the Swing Line Bank the amount of its participation interest in all Swing Line Loans as provided in SECTION 2.
Participation Obligations Unconditional. 37 2.21 Conditions to Swing Line Loans......................................37 2.22
Participation Obligations Unconditional. Each Revolving Lender’s obligation to make available to the Agent for the account of the Fronting Lender the amount of its participation interest in any funded Draft or Fronting Lender Advance as provided in Section 2.7.2 shall be absolute and unconditional and shall not be affected by any circumstance, including (i) any set-off, counterclaim, recoupment, defense or other right that such Revolving Lender may have against the Fronting Lender or any other Person, (ii) the occurrence or continuance of an Event of Default or Unmatured Event of Default, (iii) any adverse change in the condition (financial or otherwise) of the Company or any Subsidiary thereof, (iv) any termination of the Commitments,
Participation Obligations Unconditional. Each Lender’s obligation to make available to the Swing Lender the amount of its participation interest in Swing Loans as provided in Section 2.5.5 shall be absolute and unconditional and shall not be affected by any circumstance, including (i) any set-off, counterclaim, recoupment, defense or other right that such Lender may have against the Swing Lender or any other Person, (ii) the occurrence or continuance of an Event of Default or Potential Default, (iii) any adverse change in the condition (financial or otherwise) of any Borrower or any Subsidiary, (iv) any termination of the Commitments or (v) any other circumstance, happening or event whatsoever.
Participation Obligations Unconditional. (a) Each Committed Lender’s obligation to make Loans pursuant to Section 6.06 to refund Swing Line Loans and/or to purchase participation interests in UK Loans, Canadian Loans, EMU Loans and/or Swing Line Loans pursuant to Section 3.06, 4.06, 5.06 and/or 6.07, as applicable, shall be absolute and unconditional and shall not be affected by any circumstance whatsoever, including (a) any set-off, counterclaim, recoupment, defense or other right which such Committed Lender may have against any other Lender, any Borrower or any other Person for any reason whatsoever; (b) the occurrence or continuance of an Event of Default, an Unmatured Event of Default or a Material Adverse Effect; (c) any breach of this Agreement by any Borrower or any other Lender; (d) any inability of any Borrower to satisfy the conditions precedent to borrowing set forth in this Agreement on the date upon which any Swing Line Loan is to be refunded or any participation interest in any Loan is to be purchased; or (e) any other circumstance, happening or event whatsoever, whether or not similar to any of the foregoing.
(b) Notwithstanding the provisions of subsection (a) above, no Committed Lender shall be required to make any Loan to a Borrower to refund a Swing Line Loan pursuant to Section 6.06 or to purchase a participation interest in a UK Loan, Canadian Loan, EMU Loan and/or Swing Line Loan pursuant to Section 3.06, 4.06, 5.06 or 6.07, as applicable, if, at least two Business Days prior to the making of such UK Loan, Canadian Loan, EMU Loan and/or Swing Line Loan, the Administrative Agent and the UK Lender, the Canadian Lender, the applicable EMU Lender or the Swing Line Lender, as the case may be, received written notice from such Committed Lender specifying that such Committed Lender believed in good faith that one or more of the conditions precedent to the making of such Loan were not satisfied (and detailing its basis for such good faith belief) and, in fact, such conditions precedent to the making of such Loan were not satisfied at the time of the making of such Loan; provided that the obligation of such Committed Lender to make such Loan and/or to purchase such participation interest shall be reinstated upon the earlier of (i) the date on which such Committed Lender notifies the Swing Line Lender that its prior notice has been withdrawn or (ii) the date on which all conditions precedent to the making of such UK Loan, Canadian Loan, EMU Loan and/or Swing Line Loan have been satisf...
Participation Obligations Unconditional. (a) Each U.S. Bank's --------------------------------------- obligation to make available to the U.S. Agent for the account of the Issuing Bank the amount of its participation interest in any payment or disbursement under Letter of Credit shall be absolute and unconditional and shall not be affected by any circumstance, including (i) any set-off, counterclaim, recoupment, defense or other right which such U.S. Bank may have against the Issuing Bank or any other Person, (ii) the occurrence or continuance of an Event of Default or Unmatured Event of Default, (iii) any adverse change in the condition (financial or otherwise) of the Company or any Subsidiary thereof, (iv) any termination of the Commitments or (v) any other circumstance, happening or event whatsoever.
(b) Notwithstanding the provisions of clause (a) above, no U.S. Bank ---------- shall be required to purchase a participation interest in any Letter of Credit if (i) prior to the issuance of such Letter of Credit, the Issuing Bank received written notice specifying that one or more of the conditions precedent to the issuance of such Letter of Credit were not satisfied and, in fact, such conditions precedent were not satisfied at the time of the issuance of such Letter of Credit or (ii) at the time of the issuance of such Letter of Credit, the Issuing Bank had knowledge of any default in the payment of any principal, interest or fees to be paid to either Agent for the account of the applicable Banks.
Participation Obligations Unconditional. Each Bank’s obligation in accordance with this Agreement to make the Revolving Loans or L/C Advances, as contemplated by this Section 2.3, as a result of a drawing under a Letter of Credit, shall be absolute and unconditional and without recourse to the Issuing Bank and shall not be affected by any circumstance, including (a) any set-off, counterclaim, recoupment, defense or other right which such Bank may have against the Issuing Bank, the Company or any other Person for any reason whatsoever; (b) the occurrence or continuance of an Event of Default, an Unmatured Event of Default or a Material Adverse Effect; or (c) any other circumstance, happening or event whatsoever, whether or not similar to any of the foregoing; provided that each Bank’s obligation to make Revolving Loans under this Section 2.3 is subject to the conditions set forth in Section 11.2.
Participation Obligations Unconditional. 41 2.24 Conditions to Swing Line Loans. . . . . . . . . . . . . 42 i 3 TABLE OF CONTENTS SECTION Page
