Common use of Participations in Swing Line Loans Clause in Contracts

Participations in Swing Line Loans. (a) Each Lender agrees that it shall at all times have a participation in, and acknowledges that it is irrevocably and unconditionally obligated, as more fully set forth in Section 2.3.6, to fund its participation in, each outstanding Swing Line Loan in an amount equal to its Pro Rata Share of the amount of such Swing Line Loan. (b) Each Lender’s obligation to refund Swing Line Loans and/or to purchase participation interests in Swing Line Loans, in each case pursuant to this Section 2.3, 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 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, a 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. (c) Notwithstanding the provisions of Section 2.3.7(b), no Lender shall be required to refund a Swing Line Loan and/or to purchase a participation interest in a Swing Line Loan, in each case pursuant to this Section 2.3, if, at least two Business Days prior to the making of such Swing Line Loan, the Administrative Agent and the applicable Swing Line Lender received written notice from such Lender specifying that such 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 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earlier of (i) the date on which such Lender notifies the applicable Swing Line Lender that its prior notice has been withdrawn or (ii) on the first date after the making of such Swing Line Loan on which all conditions precedent to the making of such Swing Line Loan have been satisfied (or waived by the Required Lenders or all Lenders, as applicable).

Participations in Swing Line Loans. (ai) Each Lender agrees that it shall at all times have a participation in, and acknowledges that it is irrevocably and unconditionally obligated, as more fully set forth in Section 2.3.62.03(f), to fund its participation in, each outstanding Swing Line Loan in an amount equal to its Pro Rata Share of the amount of such Swing Line Loan. (bii) Each Lender’s obligation to refund Swing Line Loans and/or to purchase participation interests in Swing Line Loans, in each case pursuant to this Section 2.32.03, shall be absolute and unconditional and shall not be affected by any circumstance whatsoever, including (ai) any set-off, counterclaim, recoupment, defense or other right which such Lender may have against any other Lender, any Borrower or any other Person for any reason whatsoever; (bii) the occurrence or continuance of an Event of Default, a Default or a Material Adverse Effect; (ciii) any breach of this Agreement by any Borrower or any other Lender; (div) 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 (ev) any other circumstance, happening or event whatsoever, whether or not similar to any of the foregoing. (ciii) Notwithstanding the provisions of Section 2.3.7(b2.03(g)(ii), no Lender shall be required to refund a Swing Line Loan Loans and/or to purchase a participation interest in a Swing Line Loan, in each case pursuant to this Section 2.32.03, if, at least two Business Days prior to the making of such Swing Line Loan, the Administrative Agent and the applicable Swing Line Lender Lenders received written notice from such Lender specifying that such 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 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 Lender notifies the applicable Swing Line Lender that its prior notice has been withdrawn or (ii) on the first date after the making of such Swing Line Loan on which all conditions precedent to the making of such Swing Line Loan have been satisfied (or waived by the Required Lenders or all Lenders, as applicable).

Participations in Swing Line Loans. (ai) Each Lender agrees that it shall at all times have a participation in, and acknowledges that it is irrevocably and unconditionally obligated, as more fully set forth in Section 2.3.62.3(f), to fund its participation in, each outstanding Swing Line Loan in an amount equal to its Pro Rata Share of the amount of such Swing Line Loan. (bii) Each Lender’s obligation to refund Swing Line Loans and/or to purchase participation interests in Swing Line Loans, in each case pursuant to this Section 2.3, shall be absolute and unconditional and shall not be affected by any circumstance whatsoever, including (ai) any set-off, counterclaim, recoupment, defense or other right which such Lender may have against any other Lender, any Borrower or any other Person for any reason whatsoever; (bii) the occurrence or continuance of an Event of Default, a Default or a Material Adverse Effect; (ciii) any breach of this Agreement by any Borrower or any other Lender; (div) 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 (ev) any other circumstance, happening or event whatsoever, whether or not similar to any of the foregoing. (ciii) Notwithstanding the provisions of Section 2.3.7(b2.3(g)(ii), no Lender shall be required to refund a Swing Line Loan and/or to purchase a participation interest in a Swing Line Loan, in each case pursuant to this Section 2.3, if, at least two Business Days prior to the making of such Swing Line Loan, the Administrative Agent and the applicable Swing Line Lender received written notice from such Lender specifying that such 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 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 Lender notifies the applicable Swing Line Lender that its prior notice has been withdrawn or (ii) on the first date after the making of such Swing Line Loan on which all conditions precedent to the making of such Swing Line Loan have been satisfied (or waived by the Required Lenders or all Lenders, as applicable).