Lenders' Obligations Absolute. The obligation of each Lender to make Revolving Loans pursuant to subsection 2.2.6(c) and to purchase participations in Swing Line Loans pursuant to subsection 2.2.6(d) shall be unconditional and irrevocable, shall not be subject to any qualification or exception whatsoever, shall be made in accordance with the terms and conditions of this Agreement under all circumstances and shall be binding in accordance with the terms and conditions of this Agreement under all circumstances, including the following circumstances:
(1) any lack of validity or enforceability of this Agreement, any of the other Loan Documents or any other instrument, document or agreement relating to the transactions that are the subject thereof;
(2) the existence of any claim, set-off, defense or other right that the Borrower, any Guarantor or any Lender may have at any time against the Administrative Agent, the Swing Line Lender, any other Lender or any other Person, whether in connection with this Agreement, the transactions contemplated herein or any related transactions;
(3) the surrender or impairment of any security for the performance or observance of any of the terms of this Agreement;
(4) the occurrence or continuance of any Default;
(5) any adverse change in the condition (financial or other) of the Borrower or any Guarantor; or
Lenders' Obligations Absolute. The obligation of each Lender to pay to the Administrative Agent, for the benefit of the Issuing Bank, its Percentage of each drawing under a Letter of Credit not indefeasibly repaid by the Borrower shall be unconditional and irrevocable, shall not be subject to any qualification or exception whatsoever, shall be made in accordance with the terms and conditions of this Agreement under all circumstances and shall be binding in accordance with the terms and conditions of this Agreement under all circumstances, including the following circumstances:
(a) any lack of validity or enforceability of this Agreement, any of the other Loan Documents or any other instrument, document or agreement relating to the transactions that are the subject thereof;
(b) the existence of any claim, set-off, defense or other right that the Borrower, any Guarantor or any Lender may have at any time against the Administrative Agent, the Issuing Bank, any Lender or any other Person, whether in connection with this Agreement or the transactions contemplated herein or any related transactions;
(c) any draft, statement or other document presented under or in connection with any Letter of Credit, this Agreement or any other Loan Document proving to be forged, fraudulent, invalid or insufficient in any respect or any statement therein being untrue or inaccurate in any respect;
(d) the surrender or impairment of any security for the performance or observance of any of the terms of this Agreement;
(e) the occurrence or continuance of any Default;
(f) payment by the Issuing Bank under a Letter of Credit against presentation of a draft or certificate that does not comply with the terms of the Letter of Credit, except for any such payment resulting from the Issuing Bank's gross negligence or willful misconduct; or
(g) any other reason.
Lenders' Obligations Absolute. Each Syndicated Lender acknowledges that its obligations to a Fronting Lender under this Section 3.9, including the obligation to purchase and fund a participation in the obligations and rights of such Fronting Lender under each Letter of Credit issued by it and any drafts paid by it for which it has not been fully reimbursed by the Borrower, are absolute and unconditional and shall not be affected by any circumstance whatsoever, including, without limitation:
(i) the occurrence and continuance of a Default or an Event of Default;
(ii) any failure or inability of any other Syndicated Lender to purchase or fund such a participation hereunder; or
(iii) any other failure by any other Syndicated Lender to fulfil its obligations hereunder. Each payment by a Syndicated Lender to a Fronting Lender for its own account shall be made without any offset, compensation, abatement, withholding or reduction whatsoever.
Lenders' Obligations Absolute. Each Lender acknowledges that its obligations to the Administrative Agent under this Article 7, including the obligation to purchase and fund a participation in the obligations and rights of the Administrative Agent under each Letter of Credit and any unpaid Reimbursement Obligation, is absolute and unconditional and shall not be affected by any circumstance whatsoever, including, without limitation, (i) the occurrence and continuance of an Event of Default or an event which, with the giving of notice or the passage of time, or both, would constitute an Event of Default, (ii) subject to the next sentence of this Section 7.5, the fact that a condition precedent to the issuance of any Letter of Credit was not in fact satisfied, (iii) any failure or inability of any other Lender to purchase or fund such a participation hereunder, or (iv) any other failure by any other Lender to fulfil its obligations hereunder. Without affecting the rights and remedies of the Administrative Agent and the Lenders with respect to the Borrower in the event of any such condition precedent is not in fact satisfied, each Lender authorizes the Administrative Agent in its sole discretion and on behalf of such Lender (but without obligating the Administrative Agent), without further notice to such Lender so long as the Administrative Agent shall have notified the Lenders two Business Days prior to the day of issuance that such condition precedent is not or will not be satisfied, to waive any condition precedent set forth in Article 10 to the issuance of the Letter of Credit (or deem each such condition precedent satisfied) in connection with each issuance of the Letters of Credit unless the Administrative Agent shall have received by the close of its business, Montreal time, on the Business Day immediately preceding the day of such issuance written instructions from the Majority Lenders not to waive such condition precedent and such written instructions have not been withdrawn by the Majority Lenders. Each payment by a Lender to the Administrative Agent for its own account shall be made, without any offset, compensation, abatement, withholding or reduction whatsoever.
Lenders' Obligations Absolute. The obligation of each Lender to pay to the Agent its Percentage of each drawing under a Letter of Credit not indefeasibly repaid by the Borrower on the date of such drawing, shall be irrevocable, unconditional, shall not be subject to any qualification or exception whatsoever and shall be binding in accordance with the terms and conditions of this Agreement under all circumstances, including the following circumstances:
(i) any lack of validity or enforceability of this Agreement;
(ii) the existence of any claim, set-off, defense or other right which the Borrower or any Lender may have at any time against the other, the Agent, any Lender or any other Person, whether in connection with this Agreement, the transactions contemplated herein or any unrelated transactions;
(iii) any draft or any other document presented under this Agreement proving to be forged, fraudulent, invalid or insufficient in any respect or any statement therein being untrue or inaccurate in any respect;
(iv) the surrender or impairment of any security for the performance or otherwise of any of the terms of this Agreement or the other Loan Documents;
(v) the occurrence or continuance of any Default; or
(vi) any other reason.
Lenders' Obligations Absolute. Each Participating Lender acknowledges that its obligations to the Agent under this Section 3.14, including the obligation to purchase and fund a participation in the obligations and rights of the Agent under each Letter of Credit and any drafts paid by it for which it has not been fully reimbursed by the Borrower, are absolute and unconditional and shall not be affected by any circumstance whatsoever, including, without limitation:
(i) the occurrence and continuance of any default under any term or condition of the Loan Documents or any circumstance or event which, with the giving of notice or the passage of time, or both, would constitute such a default;
(ii) any failure or inability of any other Participating Lender to purchase or fund such a participation hereunder; or
(iii) any other failure by any other Lender to fulfil its obligations hereunder. Each payment by a Participating Lender to the Agent for its own account shall be made, without any offset, compensation, abatement, withholding or reduction whatsoever.
