Common use of Participation Obligations Unconditional Clause in Contracts

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earlier of (i) the date on which such Committed Lender notifies the Swing Line Lender that its prior notice has been withdrawn or (ii) the date on which all conditions precedent to the making of such UK Loan, Canadian Loan, EMU Loan and/or Swing Line Loan have been satisfied (or waived by the Required Lenders or all Committed Lenders, as applicable).

Participation Obligations Unconditional. (a) Each Committed Lender’s '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 satisfied (or waived by the Required Lenders or all Committed Lenders, as applicable).

Participation Obligations Unconditional. (a) Each Committed Lender’s '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 German 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 German 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 German Loan and/or Swing Line Loan, the Administrative Agent and the UK Lender, the Canadian Lender, the applicable EMU German 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 German Loan and/or Swing Line Loan have been satisfied (or waived by the Required Lenders or all Committed Lenders, as applicable).