Common use of Obligation to Fund Absolute Clause in Contracts

Obligation to Fund Absolute. Each Revolving Credit Lender’s obligations pursuant to clause (c) above shall be absolute, unconditional and irrevocable and shall be performed strictly in accordance with the terms of this Agreement under any and all circumstances whatsoever, including (A) the existence of any setoff, claim, abatement, recoupment, defense or other right that such Lender, any Affiliate thereof or any other Person may have against the Swing Loan Lender, any other Secured Party or any other Person, (B) the failure of any condition precedent set forth in Section 3.2 to be satisfied or the failure of the Borrower to deliver any notice set forth in Section 2.2(a) (each of which requirements the Revolving Credit Lenders hereby irrevocably waive) and (C) any adverse change in the condition (financial or otherwise) of any Loan Party.

Obligation to Fund Absolute. Each Revolving Credit Lender’s obligations pursuant to clause (ciii) above shall be absolute, unconditional and irrevocable and shall be performed strictly in accordance with the terms of this Agreement under any and all circumstances whatsoever, including (A) the existence of any setoff, claim, abatement, recoupment, defense or other right that such Lender, any Affiliate thereof or any other Person may have against the Swing Loan Swingline Lender, Agent, any other Secured Party Lender or L/C Issuer or any other Person, (B) the failure of any condition precedent set forth in Section 3.2 2.2 to be satisfied or the failure of the Borrower to deliver any notice set forth in Section 2.2(a) a Notice of Borrowing (each of which requirements the Revolving Credit Lenders hereby irrevocably waive) and (C) any adverse change in the condition (financial or otherwise) of any Loan Credit Party.

Obligation to Fund Absolute. Each Revolving Credit Lender’s obligations pursuant to clause (ciii) above shall be absolute, unconditional and irrevocable and shall be performed strictly in accordance with the terms of this Agreement under any and all circumstances whatsoever, including (A) the existence of any setoff, claim, abatement, recoupment, defense or other right that such Lender, any Affiliate thereof or any other Person may have against the Swing Loan Swingline Lender, Agent, any other Secured Party Lender or L/C Issuer or any other Person, (B) the failure of any condition precedent set forth in Section 3.2 2.2 to be satisfied or the failure of the Borrower Representative to deliver any notice set forth in Section 2.2(a) a Notice of Borrowing (each of which requirements the Revolving Credit Lenders hereby irrevocably waive) and (C) any adverse change in the condition (financial or otherwise) of any Loan Credit Party.

Obligation to Fund Absolute. Each Revolving Credit Lender’s obligations pursuant to clause (ciii) above shall be absolute, unconditional and irrevocable and shall be performed strictly in accordance with the terms of this Agreement under any and all circumstances whatsoever, including (A) the existence of any setoff, claim, abatement, recoupment, defense or other right that such Lender, any Affiliate thereof or any other Person may have against the Swing Loan Swingline Lender, the Agent, any other Secured Party Lender or L/C Issuer or any other Person, (B) the failure of any condition precedent set forth in Section 3.2 2.2 to be satisfied or the failure of the Borrower Representative to deliver any notice set forth in Section 2.2(a) a Notice of Borrowing (each of which requirements the Revolving Credit Lenders hereby irrevocably waive) and (C) any adverse change in the condition (financial or otherwise) of any Loan Credit Party.

Obligation to Fund Absolute. Each Revolving Credit Lender’s obligations pursuant to clause (ciii) above shall be absolute, unconditional and irrevocable and shall be performed strictly in accordance with the terms of this Agreement under any and all circumstances whatsoever, including (A) the existence of any setoff, claim, abatement, recoupment, defense or other right that such Lender, any Affiliate thereof or any other Person may have against the Swing Loan Lender, Agent, any other Secured Party Lender or L/C Issuer or any other Person, (B) the failure of any condition precedent set forth in Section 3.2 to be satisfied or the failure of the Borrower to deliver any notice set forth in Section 2.2(a) a Notice of Borrowing (each of which requirements the Revolving Credit Lenders hereby irrevocably waive) and (C) any adverse change in the condition (financial or otherwise) of any Loan Credit Party.

Obligation to Fund Absolute. Each Revolving Credit Lender’s obligations pursuant to clause (ciii) above shall be absolute, unconditional and irrevocable and shall be performed strictly in accordance with the terms of this Agreement under any and all circumstances whatsoever, including (A) the existence of any setoff, claim, abatement, recoupment, defense or other right that such Lender, any Affiliate thereof or any other Person may have against the Swing Loan Swingline Lender, Administrative Agent, any other Secured Party Lender or L/C Issuer or any other Person, (B) the failure of any condition precedent set forth in Section 3.2 2.2 to be satisfied or the failure of the Borrower Representative to deliver any notice set forth in Section 2.2(a) a Notice of Borrowing (each of which requirements the Revolving Credit Lenders hereby irrevocably waive) and (C) any adverse change in the condition (financial or otherwise) of any Loan Credit Party.

Obligation to Fund Absolute. Each Revolving Credit Lender’s obligations pursuant to clause (ciii) above shall be absolute, unconditional and irrevocable and shall be performed strictly in accordance with the terms of this Agreement under any and all circumstances whatsoever, including (A) the existence of any setoff, claim, abatement, recoupment, defense or other right that such Lender, any Affiliate thereof or any other Person may have against the Swing Loan Swingline Lender, Agent, any other Secured Party Lender or L/C Issuer or any other Person, (B) the failure of any condition precedent set forth in Section 3.2 2.2 to be satisfied or the failure of the Borrower to deliver any notice set forth in Section 2.2(a) a Notice of Borrowing (each of which requirements the Revolving Credit Lenders hereby irrevocably waive) and (C) any adverse change in the condition (financial or otherwise) of any Loan Credit Party.

Obligation to Fund Absolute. Each Revolving Credit Lender’s obligations pursuant to clause (ciii) above shall be absolute, unconditional and irrevocable and shall be performed strictly in accordance with the terms of this Agreement under any and all circumstances whatsoever, including (A) the existence of any setoff, claim, abatement, recoupment, defense or other right that such Lender, any Affiliate thereof or any other Person may have against the Swing Loan Swingline Lender, Agent, any other Secured Party Lender or L/C Issuer or any other Person, (B) the failure of any condition precedent set forth in Section 3.2 2.2 to be satisfied or the failure of the Borrower Representative to deliver any notice set forth in Section 2.2(a) a Notice of Borrowing (each of which requirements the Revolving Credit Lenders hereby irrevocably waive) and (C) any adverse change in the condition (financial or otherwise) of any Loan Credit Party.

Obligation to Fund Absolute. Each Revolving Credit Lender’s obligations pursuant to clause (ciii) above shall be absolute, unconditional and irrevocable and shall be performed strictly in accordance with the terms of this Agreement under any and all circumstances whatsoever, including (A) the existence of any setoff, claim, abatement, recoupment, defense or other right that such Revolving Lender, any Affiliate thereof or any other Person may have against the Swing Loan Swingline Lender, Agent, any other Secured Party Lender or L/C Issuer or any other Person, (B) the failure of any condition precedent set forth in Section 3.2 2.2 to be satisfied or the failure of the Borrower to deliver any notice set forth in Section 2.2(a) a Notice of Borrowing (each of which requirements the Revolving Credit Lenders hereby irrevocably waive) and (C) any adverse change in the condition (financial or otherwise) of any Loan Credit Party.

Obligation to Fund Absolute. Each Revolving Credit Lender’s obligations pursuant to clause (ciii) above shall be absolute, unconditional and irrevocable and shall be performed strictly in accordance with the terms of this Agreement under any and all circumstances whatsoever, including (A) the existence of any setoff, claim, abatement, recoupment, defense or other right that such Lender, any Affiliate thereof or any other Person may have against the Swing Loan Swingline Lender, the Agent, any other Secured Party Lender or L/C Issuer or any other Person, (B) the failure of any condition precedent set forth in Section 3.2 2.2 to be satisfied or the failure of the Borrower to deliver any notice set forth in Section 2.2(a) a Notice of Borrowing (each of which requirements the Revolving Credit Lenders hereby irrevocably waive) and (C) any adverse change in the condition (financial or otherwise) of any Loan Credit Party.

Obligation to Fund Absolute. Each Revolving Credit Lender’s 's obligations pursuant to clause (c) above shall be absolute, unconditional and irrevocable and shall be performed strictly in accordance with the terms of this Agreement under any and all circumstances whatsoever, including (A) the existence of any setoff, claim, abatement, recoupment, defense or other right that such Lender, any Affiliate thereof or any other Person may have against the Swing Loan Lender, any other Secured Party or any other Person, (B) the failure of any condition precedent set forth in Section 3.2 to be satisfied or the failure of the Borrower to deliver any notice set forth in Section 2.2(a) (each of which requirements the Revolving Credit Lenders hereby irrevocably waive) and (C) any adverse change in the condition (financial or otherwise) of any Loan Party.

Obligation to Fund Absolute. Each Revolving Credit Lender’s obligations pursuant to clause (cSection 1.1(d)(iii) above shall be absolute, unconditional and irrevocable and shall be performed strictly in accordance with the terms of this Agreement under any and all circumstances whatsoever, including (A) the existence of any setoff, claim, abatement, recoupment, defense or other right that such Lender, any Affiliate thereof or any other Person may have against the Swing Loan Swingline Lender, Agent, any other Secured Party Lender or L/C Issuer or any other Person, (B) the failure of any condition precedent set forth in Section 3.2 2.2 to be satisfied or the failure of the Borrower to deliver any notice set forth in Section 2.2(a) a Notice of Borrowing (each of which requirements the Revolving Credit Lenders hereby irrevocably waive) and (C) any adverse change in the condition (financial or otherwise) of any Loan Credit Party.

Obligation to Fund Absolute. Each Revolving Credit Lender’s obligations pursuant to clause (ciii) above shall be absolute, unconditional and irrevocable and shall be performed strictly in accordance with the terms of this Agreement under any and all circumstances whatsoever, including (A) the existence of any setoff, claim, abatement, recoupment, defense or other right that such Lender, any Affiliate thereof or any other Person may have against the Swing Loan Swingline Lender, the Agent, any other Secured Party Lender or L/C Issuer or any other Person, (B) the failure of any condition precedent set forth in Section 3.2 2.2 to be satisfied or the failure of the Borrower to deliver any notice set forth in Section 2.2(a) a Notice of Borrowing (each of which requirements the Revolving Credit Lenders hereby irrevocably waive) and (C) any adverse change in the condition (financial or otherwise) of any Loan Credit Party.

Obligation to Fund Absolute. Each Revolving Credit Lender’s obligations pursuant to clause (c) above shall be absolute, unconditional and irrevocable and shall be performed strictly in accordance with the terms of this Agreement under any and all circumstances whatsoever, including (AAi) the existence of any setoff, claim, abatement, recoupment, defense or other right that such Lender, any Affiliate thereof or any other Person may have against the Swing Loan Swingline Lender, any other Secured Party or any other Person, (BBii) the failure of any condition precedent set forth in Section 3.2 to be satisfied or the failure of the U.S. Borrower to deliver any notice set forth in Section 2.2(a) (each of which requirements the Revolving Credit Lenders hereby irrevocably waive) and (CCiii) any adverse change in the condition (financial or otherwise) of any Loan Party.. SECTION 2.4 Section 2.4

Obligation to Fund Absolute. Each Revolving Credit Lender’s 's obligations pursuant to clause (c) above shall be absolute, unconditional and irrevocable and shall be performed strictly in accordance with the terms of this Agreement under any and all circumstances whatsoever, including (A) the existence of any setoff, claim, abatement, recoupment, defense or other right that such Lender, any Affiliate thereof or any other Person may have against the Swing Loan Lender, any other Secured Party or any other Person, (B) the failure of any condition precedent set forth in Section 3.2 to be satisfied or the failure of the Borrower to deliver any notice set forth in Section 2.2(a) (each of which requirements the Revolving Credit Lenders hereby irrevocably waive) and (C) any adverse change in the condition (financial or otherwise) of any Loan Party.

Obligation to Fund Absolute. Each Revolving Credit Lender’s obligations pursuant to clause (cSection 2.1(d)(iii) above shall be absolute, unconditional and irrevocable and shall be performed strictly in accordance with the terms of this Agreement under any and all circumstances whatsoever, including (A) the existence of any setoff, claim, abatement, recoupment, defense or other right that such Lender, any Affiliate thereof or any other Person may have against the Swing Loan Lender, Agent, any other Secured Party Lender or L/C Issuer or any other Person, (B) the failure of any condition precedent set forth in Section 3.2 to be satisfied or the failure of the Borrower Representative to deliver any notice set forth in Section 2.2(a) a Notice of Borrowing (each of which requirements the Revolving Credit Lenders hereby irrevocably waive) and (C) any adverse change in the condition (financial or otherwise) of any Loan Credit Party.. (e)

Obligation to Fund Absolute. Each Revolving Credit Lender’s obligations pursuant to clause (c) above shall be absolute, unconditional and irrevocable and shall be performed strictly in accordance with the terms of this Agreement under any and all circumstances whatsoever, including (A) the existence of any setoff, claim, abatement, recoupment, defense or other right that such Lender, any Affiliate thereof or any other Person may have against the Swing Loan Swingline Lender, any other Secured Party or any other Person, (B) the failure of any condition precedent set forth in Section 3.2 to be satisfied or the failure of the Borrower to deliver any notice set forth in Section 2.2(a) (each of which requirements the Revolving Credit Lenders hereby irrevocably waive) and (C) any adverse change in the condition (financial or otherwise) of any Loan Party.. Section 2.4

Obligation to Fund Absolute. Each Revolving Credit Lender’s obligations pursuant to clause (c) above shall be absolute, unconditional and irrevocable and shall be performed strictly in accordance with the terms of this Agreement under any and all circumstances whatsoever, including (A) the existence of any setoff, claim, abatement, recoupment, defense or other right that such Lender, any Affiliate thereof or any other Person may have against the Swing Loan Lender, any other Secured Party or any other Person, (B) the failure of any condition precedent set forth in Section 3.2 to be satisfied or the failure of the Borrower to deliver any notice set forth in Section 2.2(a) (each of which requirements the Revolving Credit Lenders hereby irrevocably waive) and (C) any adverse change in the condition (financial or otherwise) of any Loan Party. 37 CREDIT AGREEMENT THE PRINCETON REVIEW, INC.

Obligation to Fund Absolute. Each Revolving Credit Lender’s obligations pursuant to clause (c) above shall be absolute, unconditional and irrevocable and shall be performed strictly in accordance with the terms of this Agreement under any and all circumstances whatsoever, including (A) the existence of any setoff, claim, abatement, recoupment, defense or other right that such Lender, any Affiliate thereof or any other Person may have against the Swing Loan Swingline Lender, any other Secured Party or any other Person, (B) the failure of any condition precedent set forth in Section 3.2 4.02 to be satisfied or the failure of the Borrower to deliver any notice set forth in Section 2.2(a2.02(a) (each of which requirements the Revolving Credit Lenders hereby irrevocably waive) and (C) any adverse change in the condition (financial or otherwise) of any Loan Party.

Obligation to Fund Absolute. Each Revolving Credit Lender’s obligations pursuant to clause (c) above shall be absolute, unconditional and irrevocable and shall be performed strictly in accordance with the terms of this Agreement under any and all circumstances whatsoever, including (A) the existence of any setoff, claim, abatement, recoupment, defense or other right that such Lender, any Affiliate thereof or any other Person may have against the Swing Loan Swingline Lender, any other Secured Party or any other Person, (B) the failure of any condition precedent set forth in Section 3.2 to be satisfied or the failure of the Borrower to deliver any notice set forth in Section 2.2(a) (each of which requirements the Revolving Credit Lenders hereby irrevocably waive) and (C) any adverse change in the condition (financial or otherwise) of any Loan Party.

Obligation to Fund Absolute. Each Revolving Credit Lender’s obligations obligations(d) pursuant to clause (c) above shall be absolute, unconditional and irrevocable and shall be performed strictly in accordance with the terms of this Agreement under any and all circumstances whatsoever, including (Ai) the existence of any setoff, claim, abatement, recoupment, defense or other right that such Lender, any Affiliate thereof or any other Person may have against the Swing Loan Swingline Lender, any other Secured Party or any other Person, (Bii) the failure of any condition precedent set forth in Section 3.2 to be satisfied or the failure of the U.S. Borrower to deliver any notice set forth in Section 2.2(a) (each of which requirements the Revolving Credit Lenders hereby irrevocably waive) and (Ciii) any adverse change in the condition (financial or otherwise) of any Loan Party.. 69 [[5628733]]

Obligation to Fund Absolute. Each Revolving Credit Lender’s 's obligations pursuant to clause (ciii) above shall be absolute, unconditional and irrevocable and shall be performed strictly in accordance with the terms of this Agreement under any and all circumstances whatsoever, including (A) the existence of any setoff, claim, abatement, recoupment, defense or other right that such Lender, any Affiliate thereof or any other Person may have against the Swing Loan Swingline Lender, the Agent, any other Secured Party Lender or L/C Issuer or any other Person, (B) the failure of any condition precedent set forth in Section 3.2 2.2 to be satisfied or the failure of the Borrower to deliver any notice set forth in Section 2.2(a) a Notice of Borrowing (each of which requirements the Revolving Credit Lenders hereby irrevocably waive) and (C) any adverse change in the condition (financial or otherwise) of any Loan Credit Party.

Obligation to Fund Absolute. Each Revolving Credit LenderLender - Tranche A’s obligations pursuant to clause (c) above shall be absolute, unconditional and irrevocable and shall be performed strictly in accordance with the terms of this Agreement under any and all circumstances whatsoever, including (A) the existence of any setoff, claim, abatement, recoupment, defense or other right that such Lender, any Affiliate thereof or any other Person may have against the Swing Loan Swingline Lender, any other Secured Party or any other Person, (B) the failure of any condition precedent set forth in Section 3.2 to be satisfied or the failure of the Borrower to deliver any notice set forth in Section 2.2(a) (each of which requirements the Revolving Credit Lenders hereby irrevocably waive) and (C) any adverse change in the condition (financial or otherwise) of any Loan Party.

Obligation to Fund Absolute. Each Revolving Credit Lender’s obligations pursuant to clause (ciii) above shall be absolute, unconditional and irrevocable and shall be performed strictly in accordance with the terms of this Agreement under any and all circumstances whatsoever, including (A) the existence of any setoff, claim, abatement, recoupment, defense defence or other right that such Lender, any Affiliate thereof or any other Person may have against the Swing Loan Swingline Lender, Agent, any other Secured Party Lender or L/C Issuer or any other Person, (B) the failure of any condition precedent set forth in Section 3.2 2.2 to be satisfied or the failure of the Borrower Representative to deliver any notice set forth in Section 2.2(a) a Notice of Borrowing (each of which requirements the Revolving Credit Lenders hereby irrevocably waive) and (C) any adverse change in the condition (financial or otherwise) of any Loan Credit Party.

Obligation to Fund Absolute. Each Revolving Credit Loan Lender’s obligations pursuant to clause (c) above shall be absolute, unconditional and irrevocable and shall be performed strictly in accordance with the terms of this Agreement under any and all circumstances whatsoever, including (A) the existence of any setoff, claim, abatement, recoupment, defense or other right that such Lender, any Affiliate thereof or any other Person may have against the Swing Loan Lender, any other Secured Party or any other Person, (B) the failure of any condition precedent set forth in Section 3.2 7.2 to be satisfied or the failure of the Borrower to deliver any notice set forth in Section 2.2(a) (each of which requirements the Revolving Credit Loan Lenders hereby irrevocably waive) and (C) any adverse change in the condition (financial or otherwise) of any Loan Credit Party.

Obligation to Fund Absolute. Each Revolving Credit Lender’s obligations pursuant to clause (ciii) above shall be absolute, unconditional and irrevocable and shall be performed strictly in accordance with the terms of this Agreement under any and all circumstances whatsoever, including (A) the existence of any setoff, claim, abatement, recoupment, defense or other right that such Lender, any Affiliate thereof or any other Person may have against the Swing Loan Lender, Agent, any other Secured Party Lender or L/C Issuer or any other Person, (B) the failure of any condition precedent set forth in Section 3.2 to be satisfied or the failure of the Borrower Representative to deliver any notice set forth in Section 2.2(a) a Notice of Borrowing (each of which requirements the Revolving Credit Lenders hereby irrevocably waive) and (C) any adverse change in the condition (financial or otherwise) of any Loan Credit Party.

Obligation to Fund Absolute. Each Revolving Credit Lender’s 's obligations pursuant to clause (c) above shall be absolute, unconditional and irrevocable and shall be performed strictly in accordance with the terms of this Agreement under any and all circumstances whatsoever, including (A) the existence of any setoff, claim, abatement, recoupment, defense or other right that such Lender, any Affiliate thereof or any other Person may have against the Swing Loan Lender, any other Secured Party or any other Person, (B) the failure of any condition precedent set forth in Section 3.2 to be satisfied or the failure of the Borrower to deliver any notice set forth in Section 2.2(a) (each of which requirements the Revolving Credit Lenders hereby irrevocably waive) and (C) any adverse change in the condition (financial or otherwise) of any Loan Party.

Obligation to Fund Absolute. Each Revolving Credit Lender’s obligations pursuant to clause (c) above shall be absolute, unconditional and irrevocable and shall be performed strictly in accordance with the terms of this Agreement under any and all circumstances whatsoever, including (A) the existence of any setoff, claim, abatement, recoupment, defense or other right that such Lender, any Affiliate thereof or any other Person may have against the Swing Loan Lender, any other Secured Party or any other Person, (B) the failure of any condition precedent set forth in Section 3.2 to be satisfied or the failure of the Borrower Representative to deliver any notice set forth in Section 2.2(a) (each of which requirements the Revolving Credit Lenders hereby irrevocably waive) and (C) any adverse change in the condition (financial or otherwise) of any Loan Party.