Common use of Participation Obligations Unconditional Clause in Contracts

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the earlier to occur of (i) the date on which such Bank notifies the Swing Line Bank that its prior notice has been withdrawn and (ii) the date on which all conditions precedent to the making of such Swing Line Loan have been satisfied (or waived by the Majority Banks or all Banks, as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. (1a) Each BankLender's obligation to make Committed Loans pursuant to Section 2.16 2.15 and/or to purchase participation interests in Swing Line Loans pursuant to Section 2.17 2.16 shall be absolute and unconditional and shall not be affected by any circumstance whatsoever, including (ia) any set-off, counterclaim, recoupment, defense or other right which such Bank Lender may have against the Swing Line BankLender, the Company or any other Person for any reason whatsoever; (iib) the occurrence or continuance of an Event of Default or Unmatured Event of Default; (iiic) any adverse change in the condition (financial or otherwise) of the Company or any other Person; (ivd) any breach of this Agreement or any other Loan Document by the Company or any other PersonLender; (ve) 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 refunded or any participation interest therein is to be purchased; or (vif) any other circumstance, happening or event whatsoever, whether or not similar to any of the foregoing. (2a) Notwithstanding the provisions of subsection 2.18(a2.17(a), no Bank Lender shall be required to make any Committed Loan to the Company to refund a Swing Line Loan pursuant to Section 2.16 2.15 or to purchase a participation interest in a Swing Line Loan pursuant to Section 2.17 2.16 if, prior to the making by the Swing Line Bank Lender of such Swing Line Loan, the Swing Line Bank Lender received written notice from any Bank Lender specifying that such Bank believed Lender believes 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 Lender to make such Loans Committed Loan and to purchase such participation interests interest shall be reinstated upon the earlier to occur of (i) the date on which such Bank Lender notifies the Swing Line Bank Lender 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 Required Lenders or all BanksLenders, as applicable).

Participation Obligations Unconditional. (1a) 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 a 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. (2b) 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. (1a) Each BankLender's obligation to make Revolving Loans pursuant to Section 2.16 2.18 and/or to purchase participation interests in Swing Line Loans pursuant to Section 2.17 2.19 shall be absolute and unconditional and shall not be affected by any circumstance whatsoever, including (ia) any set-off, counterclaim, recoupment, defense or other right which such Bank Lender may have against the Swing Line BankLender, the Company any Loan Party or any other Person for any reason whatsoever; (iib) the occurrence or continuance of an Event of Default or Unmatured Event of Default; (iiic) any adverse change in the condition (financial or otherwise) of the Company any Loan Party or any other Person; (ivd) any breach of this Agreement or any other Loan Document by the Company any Loan Party or any other PersonLender; (ve) any inability of the Company any Loan Party to satisfy the conditions precedent to borrowing set forth in this Agreement on the date upon which any such Loan is to be made refunded or any participation interest therein is to be purchased; or (vif) any other circumstance, happening or event whatsoever, whether or not similar to any of the foregoing. (2b) Notwithstanding the provisions of subsection 2.18(a2.20(a), no Bank Lender shall be required to make any Revolving Loan to the Company Culligan to refund a Swing Line Loan pursuant to Section 2.16 2.18 or to purchase a participation interest in a Swing Line Loan pursuant to Section 2.17 2.19 if, prior to the making by the Swing Line Bank Lender of such Swing Line Loan, the Swing Line Bank Lender received written notice from any Bank Lender specifying that such Bank believed Lender believes 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 Lender to make such Revolving Loans and to purchase such participation interests shall be reinstated upon the earlier to occur of (i) the date on which such Bank Lender notifies the Swing Line Bank Lender 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 Required Lenders or all BanksLenders, as applicable).

Participation Obligations Unconditional. (1a) Each BankLender's --------------------------------------- obligation to make Revolving Loans pursuant to Section 2.16 2.18 and/or to purchase ------------ participation interests in Swing Line Loans pursuant to Section 2.17 2.19 shall be ------------ absolute and unconditional and shall not be affected by any circumstance whatsoever, including (ia) any set-off, counterclaim, recoupment, defense or other right which such Bank Lender may have against the Swing Line BankLender, the Company any Loan Party or any other Person for any reason whatsoever; (iib) the occurrence or continuance of an Event of Default or Unmatured Event of Default; (iiic) any adverse change in the condition (financial or otherwise) of the Company any Loan Party or any other Person; (ivd) any breach of this Agreement or any other Loan Document by the Company any Loan Party or any other PersonLender; (ve) any inability of the Company any Loan Party to satisfy the conditions precedent to borrowing set forth in this Agreement on the date upon which any such Loan is to be made refunded or any participation interest therein is to be purchased; or (vif) any other circumstance, happening or event whatsoever, whether or not similar to any of the foregoing. (2b) Notwithstanding the provisions of subsection 2.18(a2.20(a), no Bank Lender shall ------------------ be required to make any Revolving Loan to the Company Culligan to refund a Swing Line Loan pursuant to Section 2.16 2.18 or to purchase a participation interest in a Swing Line ------------ Loan pursuant to Section 2.17 2.19 if, prior to the making by the Swing Line Bank Lender ------------ of such Swing Line Loan, the Swing Line Bank Lender received written notice from any Bank Lender specifying that such Bank believed Lender believes 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 -------- Lender to make such Revolving Loans and to purchase such participation interests shall be reinstated upon the earlier to occur of (i) the date on which such Bank Lender notifies the Swing Line Bank Lender 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 Required Lenders or all BanksLenders, as applicable).

Participation Obligations Unconditional. (1a) Each BankLender's obligation to make Loans pursuant to Section 2.16 2.8.2 and/or to purchase participation interests in Swing Line Loans pursuant to Section 2.17 2.8.3 shall be absolute and unconditional and shall not be affected by any circumstance whatsoever, including (ia) any set-off, counterclaim, recoupment, defense or other right which such Bank Lender may have against the Swing Line BankLender, the Company or any other Borrower or any other Person for any reason whatsoever; (iib) the occurrence or continuance of an Event of Default or Unmatured Event of Default; (iiic) any adverse change in the condition (financial or otherwise) of the Company or any other Borrower or any other Person; (ivd) any breach of this Agreement or any other Loan Document by the Company or any other Borrower or any other Person; (ve) any inability of the Company or any other Borrower 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 in to be purchased; or (vif) any other circumstance, happening or event whatsoever, whether or not similar to any of the foregoing. (2b) Notwithstanding the provisions of subsection 2.18(aSection 2.8.4(a), no Bank Lender shall be required to make any Loan to the Company Borrowers to refund a Swing Line Loan pursuant to Section 2.16 2.8.2 or to purchase a participation interest in a Swing Line Loan pursuant to Section 2.17 2.8.3 if, prior to the making by the Swing Line Bank Lender of such Swing Line Loan, the Swing Line Bank Lender received written notice from any Bank Lender specifying that such Bank Lender 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 Lender 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 Lender notifies the Swing Line Bank Lender 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 Required Lenders or all BanksLenders, as applicable).

Participation Obligations Unconditional. (1a) Each BankLender's obligation to make Committed Loans pursuant to Section 2.16 SECTION 2.18 and/or to purchase participation interests in Swing Line Loans pursuant to Section 2.17 SECTION 2.19 shall be absolute and unconditional and shall not be affected by any circumstance whatsoever, including (ia) any set-off, counterclaim, recoupment, defense or other right which such Bank Lender may have against the Swing Line BankLender, the Company or any other Person for any reason whatsoever; (iib) the occurrence or continuance of an Event of Default or Unmatured Event of Default; (iiic) any adverse change in the condition (financial or otherwise) of the Company or any other Person; (ivd) any breach of this Agreement or any other Loan Document by the Company or any other Person; (ve) 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 (vif) any other circumstance, happening or event whatsoever, whether or not similar to any of the foregoing. (2b) Notwithstanding the provisions of subsection 2.18(aSUBSECTION 2.20(a), no Bank Lender shall be required to make any Committed Loan to the Company to refund a Swing Line Loan pursuant to Section 2.16 SECTION 2.18 or to purchase a participation interest in a Swing Line Loan pursuant to Section 2.17 SECTION 2.19 if, prior to the making by the Swing Line Bank Lender of such Swing Line Loan, the Swing Line Bank Lender received written notice from any Bank Lender specifying that such Bank Lender 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 PROVIDED that the obligation of such Bank Lender to make such Committed Loans and to purchase such participation interests shall be reinstated upon the earlier to occur of (i) the date on which such Bank Lender notifies the Swing Line Bank Lender 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 Required Lenders or all BanksLenders, as applicable).

Participation Obligations Unconditional. (1a) Each Bank--------------------------------------- Lender's obligation to make Committed Loans pursuant to Section 2.16 ------- 2.21 and/or to purchase participation interests in Swing Line ---- Loans pursuant to Section 2.17 2.22 shall be absolute and ------------ unconditional and shall not be affected by any circumstance whatsoever, including (ia) any set-off, counterclaim, recoupment, defense or other right which such Bank Lender may have against the Swing Line BankLender, the Company or any other Person for any reason whatsoever; (iib) the occurrence or continuance of an Event of Default or Unmatured Event of Default; (iiic) any adverse change in the condition (financial or otherwise) of the Company or any other Person; (ivd) any breach of this Agreement or any other Loan Document by the Company or any other Person; (ve) 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 (vif) any other circumstance, happening or event whatsoever, whether or not similar to any of the foregoing. (2b) Notwithstanding the provisions of subsection 2.18(a2.23(a), ------------------ no Bank Lender shall be required to make any Committed Loan to the Company to refund a Swing Line Loan pursuant to Section 2.16 2.21 or ------------ to purchase a participation interest in a Swing Line Loan pursuant to Section 2.17 2.22 if, prior to the making by the Swing ------------ Line Bank Lender 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).Swing

Participation Obligations Unconditional. (1a) Each BankLender's obligation to make Committed Loans pursuant to Section 2.16 2.20 and/or to purchase participation interests in Swing Line Loans pursuant to Section 2.17 2.21 shall be absolute and unconditional and shall not be affected by any circumstance whatsoever, including (ia) any set-off, counterclaim, recoupment, defense or other right which such Bank Lender may have against the Swing Line BankLender, the Company either Borrower or any other Person for any reason whatsoever; (iib) the occurrence or continuance of an Event of Default or Unmatured Event of Default; (iiic) any adverse change in the condition (financial or otherwise) of the Company either Borrower or any other Person; (ivd) any breach of this Agreement or any other Loan Document by the Company either Borrower or any other Person; (ve) any inability of the Company Borrowers 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 (vif) any other circumstance, happening or event whatsoever, whether or not similar to any of the foregoing. (2b) Notwithstanding the provisions of subsection 2.18(a2.22(a), no Bank Lender shall be required to make any Committed Loan to the Company either Borrower to refund a Swing Line Loan pursuant to Section 2.16 2.20 or to purchase a participation interest in a Swing Line Loan pursuant to Section 2.17 2.21 if, prior to the making by the Swing Line Bank Lender of such Swing Line Loan, the Swing Line Bank Lender received written notice from any Bank Lender specifying that such Bank Lender 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 Lender to make such Committed Loans and to purchase such participation interests shall be reinstated upon the earlier to occur of (i) the date on which such Bank Lender notifies the Swing Line Bank Lender 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 Required Lenders or all BanksLenders, as applicable).

Participation Obligations Unconditional. (1a) Each BankLender's obligation to make Base Rate Committed Loans pursuant to Section 2.16 2.20 and/or to purchase participation interests in Swing Line Loans pursuant to Section 2.17 2.21 shall be absolute and unconditional and shall not be affected by any circumstance whatsoever, including (ia) any set-off, counterclaim, recoupment, defense or other right which such Bank Lender may have against the Swing Line BankLender, the Company or any other Person for any reason whatsoever; (iib) the occurrence or continuance of an Event of Default or Unmatured Event of Default; (iiic) any adverse change in the condition (financial or otherwise) of the Company or any other Person; (ivd) any breach of this Agreement or any other Loan Document by the Company or any other PersonLender; (ve) 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 refunded or any participation interest therein is to be purchased; or (vif) any other circumstance, happening or event whatsoever, whether or not similar to any of the foregoing. (2b) Notwithstanding the provisions of subsection 2.18(a2.22(a), no Bank Lender shall be required to make any Base Rate Committed Loan to the Company to refund a Swing Line Loan pursuant to Section 2.16 2.20 or to purchase a participation interest in a Swing Line Loan pursuant to Section 2.17 2.21 if, prior to the making by the Swing Line Bank Lender of such Swing Line Loan, the Swing Line Bank Lender received written notice from any Bank Lender specifying that such Bank believed Lender believes 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 Lender to make such Loans Base Rate Committed Loan and to purchase such participation interests interest shall be reinstated upon the earlier to occur of (i) the date on which such Bank Lender notifies the Swing Line Bank Lender 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 Required Lenders or all BanksLenders, as applicable).

Participation Obligations Unconditional. (1a) Each BankLender's obligation to make Loans pursuant to Section 2.16 2.18 and/or to purchase participation interests in Swing Line Loans pursuant to Section 2.17 2.19 shall be absolute and unconditional and shall not be affected by any circumstance whatsoever, including (ia) any set-off, counterclaim, recoupment, defense or other right which such Bank Lender may have against the Swing Line BankLender, the Company either Borrower or any other Person for any reason whatsoever; (iib) the occurrence or continuance of an Event of Default or Unmatured Event of Default; (iiic) any adverse change in the condition (financial or otherwise) of the Company either Borrower or any other Person; (ivd) any breach of this Agreement or any other Loan Document by the Company either Borrower or any other Person; (ve) any inability of the Company Borrowers 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 in to be purchased; or (vif) any other circumstance, happening or event whatsoever, whether or not similar to any of the foregoing. (2b) Notwithstanding the provisions of subsection 2.18(a2.20(a), no Bank Lender shall be required to make any Loan to the Company Borrowers to refund a Swing Line Loan pursuant to Section 2.16 2.18 or to purchase a participation interest in a Swing Line Loan pursuant to Section 2.17 2.19 if, prior to the making by the Swing Line Bank Lender 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).Line

Participation Obligations Unconditional. (1a) Each BankLender's obligation to make Committed Loans pursuant to Section SECTION 2.16 and/or to purchase participation interests in Swing Line Loans pursuant to Section SECTION 2.17 shall be absolute and unconditional and shall not be affected by any circumstance whatsoever, including (ia) any set-off, counterclaim, recoupment, defense or other right which such Bank Lender may have against the Swing Line BankLender, the Company or any other Person for any reason whatsoever; (iib) the occurrence or continuance of an Event of Default or Unmatured Event of Default; (iiic) any adverse change in the condition (financial or otherwise) of the Company or any other Person; (ivd) any breach of this Agreement or any other Loan Document by the Company or any other Person; (ve) 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 (vif) any other circumstance, happening or event whatsoever, whether or not similar to any of the foregoing. (2b) Notwithstanding the provisions of subsection 2.18(aSUBSECTION 2.18(A), no Bank Lender shall be required to make any Committed Loan to the Company to refund a Swing Line Loan pursuant to Section SECTION 2.16 or to purchase a participation interest in a Swing Line Loan pursuant to Section SECTION 2.17 if, prior to the making by the Swing Line Bank Lender of such Swing Line Loan, the Swing Line Bank Lender received written notice from any Bank Lender specifying that such Bank Lender 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 Lender to make such Committed Loans and to purchase such participation interests shall be reinstated upon the earlier to occur of (i) the date on which such Bank Lender notifies the Swing Line Bank Lender 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 Required Lenders or all BanksLenders, as applicable).