Obligations Irrevocable. The obligations of each Participating Specified Foreign Currency Lender to purchase from the Designated Fronting Bank. a participation in each Specified Foreign Currency Loan made by the Designated Fronting Bank and to make payments to the Designated Fronting Bank with respect to such participation, in each case as provided herein, shall be irrevocable and not subject to any qualification or exception whatsoever, including any of the following circumstances: (i) any lack of validity or enforceability of this Agreement or any of the other Credit Documents or of any Loans, against the Borrowers or any other Credit Party; (ii) the existence of any claim, setoff, defense or other right which the Borrowers or any other Credit Party may have at any time against the Administrative Agent, any Participating Specified Foreign Currency Lender, or any other Person, whether in connection with this Agreement, any Specified Foreign Currency Loans, the transactions contemplated herein or any unrelated transactions; (iii) any application or misapplication of any proceeds of any Specified Foreign Currency Loans; (iv) the surrender or impairment of any security for any Specified Foreign Currency Loans; (v) the occurrence of any Default or Event of Default; (vi) the commencement or pendency of any events specified in Section 11.05, in respect of the Borrowers or any of its Subsidiaries or any other Person; or (vii) the failure to satisfy the applicable conditions precedent set forth in Section 6 or 7.
Appears in 4 contracts
Samples: Credit Agreement (Aleris Ohio Management, Inc.), Credit Agreement (Aleris Ohio Management, Inc.), Credit Agreement (Aleris Ohio Management, Inc.)
Obligations Irrevocable. The obligations of each Participating Specified Foreign Currency Lender to purchase from the Designated Fronting Bank. LaSalle Bank N.A. a participation in each Specified Foreign Currency Loan made by the Designated Fronting LaSalle Bank N.A. and to make payments to the Designated Fronting LaSalle Bank N.A. with respect to such participation, in each case as provided herein, shall be irrevocable and not subject to any qualification or exception whatsoever, including any of the following circumstances:
(i) any lack of validity or enforceability of this Agreement or any of the other Credit Loan Documents or of any Loans, against the Borrowers or any other Credit Loan Party;
(ii) the existence of any claim, setoff, defense or other right which the Borrowers or any other Credit Loan Party may have at any time against the Administrative Funding Agent, any Participating Specified Foreign Currency Lender, or any other Person, whether in connection with this Agreement, any Specified Foreign Currency Loans, the transactions contemplated herein or any unrelated transactions;
(iii) any application or misapplication of any proceeds of any Specified Foreign Currency Loans;
(iv) the surrender or impairment of any security for any Specified Foreign Currency Loans;
(v) the occurrence of any Default or Event of Default;
(vi) the commencement or pendency of any events specified in Section 11.058.01(g) or (h), in respect of the Borrowers Borrowers, Holdings or any of its Subsidiaries or any other Person; or
(vii) the failure to satisfy the applicable conditions precedent set forth in Section 6 or 7Article 4.
Appears in 2 contracts
Samples: Credit Agreement (Novelis South America Holdings LLC), Credit Agreement (Novelis Inc.)
Obligations Irrevocable. The obligations of each Participating Specified Foreign Currency Lender to purchase from the Designated Fronting Bank. DBNY a participation in each Specified Foreign Currency Loan made by the Designated Fronting Bank DBNY and to make payments to the Designated Fronting Bank DBNY with respect to such participation, in each case as provided herein, shall be irrevocable and not subject to any qualification or exception whatsoever, including any of the following circumstances:
(i) any lack of validity or enforceability of this Agreement or any of the other Credit Documents or of any Loans, against the Borrowers or any other Credit Party;
(ii) the existence of any claim, setoff, defense or other right which the Borrowers or any other Credit Party may have at any time against the Administrative Agent, any Participating Specified Foreign Currency Lender, or any other Person, whether in connection with this Agreement, any Specified Foreign Currency Loans, the transactions contemplated herein or any unrelated transactions;
(iii) any application or misapplication of any proceeds of any Specified Foreign Currency Loans;
(iv) the surrender or impairment of any security for any Specified Foreign Currency Loans;
(v) the occurrence of any Default or Event of Default;
(vi) the commencement or pendency of any events specified in Section 11.05, in respect of the Borrowers or any of its Subsidiaries or any other Person; or
(vii) the failure to satisfy the applicable conditions precedent set forth in Section 6 or 7.
Appears in 2 contracts
Samples: Credit Agreement (Aleris International, Inc.), Credit Agreement (Aleris International, Inc.)
Obligations Irrevocable. The obligations of each Participating Specified Foreign Currency Lender to purchase from the Designated Fronting Bank. Lender a participation in each Specified Foreign Currency Loan made by the Designated Fronting Bank Lender and to make payments to the Designated Fronting Bank Lender with respect to such participation, in each case as provided herein, shall be irrevocable and not subject to any qualification or exception whatsoever, including any of the following circumstances:
(ia) any lack of validity or enforceability of this Agreement or any of the other Credit Documents or of any Loans, against the Borrowers or any other Credit PartyObligor;
(iib) the existence of any claim, setoff, defense or other right which the Borrowers or any other Credit Party Obligor may have at any time against the Administrative Agent, any Participating Specified Foreign Currency Lender, or any other Person, whether in connection with this Agreement, any Specified Foreign Currency Loans, the transactions contemplated herein or any unrelated transactions;
(iiic) any application or misapplication of any proceeds of any Specified Foreign Currency Loans;
(ivd) the surrender or impairment of any security for any Specified Foreign Currency Loans;
(ve) the occurrence of any Default or an Event of Default;
(vif) the commencement or pendency of any events specified in Section 11.0511.01(e), in respect of the Borrowers any Obligor or any of its Subsidiaries other Group Member or any other Person; or
(viig) the failure to satisfy the applicable conditions precedent set forth in Section 6 or 7.
Appears in 2 contracts
Samples: Amendment and Restatement Agreement (Toys R Us Inc), Syndicated Facility Agreement (Toys R Us Inc)
Obligations Irrevocable. The obligations of each Participating Specified Foreign Currency Lender under a Tranche to purchase from the Designated Fronting Bank. Lender a participation in each Specified Foreign Currency Loan under such Tranche made by the Designated Fronting Bank Lender and to make payments to the Designated Fronting Bank Lender with respect to such participation, in each case as provided herein, shall be irrevocable and not subject to any qualification or exception whatsoever, including any of the following circumstances:
(ia) any lack of validity or enforceability of this Agreement or any of the other Credit Loan Documents or of any Loans, against the Borrowers or any other Credit Loan Party;
(iib) the existence of any claim, setoff, defense or other right which the Borrowers or any other Credit Loan Party may have at any time against the Administrative Agent, any Participating Specified Foreign Currency Lender, or any other Person, whether in connection with this Agreement, any Specified Foreign Currency Loans, the transactions contemplated herein or any unrelated transactions;
(iiic) any application or misapplication of any proceeds of any Specified Foreign Currency Loans;
(ivd) the surrender or impairment of any security for any Specified Foreign Currency Loans;
(ve) the occurrence of any Default or Event of Default;
(vif) the commencement or pendency of any events specified in Section 11.0511.01(g) or (h), in respect of Holdings, the other Borrowers or any of its their respective Subsidiaries or any other Person; or
(viig) the failure to satisfy the applicable conditions precedent set forth in Section 6 or 7.
Appears in 2 contracts
Samples: Abl Credit Agreement (Smurfit Stone Container Corp), Abl Credit Agreement (Smurfit Stone Container Corp)
Obligations Irrevocable. The obligations of each Participating Specified Foreign Currency Lender to purchase from the Designated Fronting Bank. Lender a participation in each Specified Foreign Currency Loan made by the Designated Fronting Bank Lender and to make payments to the Designated Fronting Bank Lender with respect to such participation, in each case as provided herein, shall be irrevocable and not subject to any qualification or exception whatsoever, including any of the following circumstances:
(ia) any lack of validity or enforceability of this Agreement or any of the other Credit Documents or of any Loans, against the Borrowers or any other Credit Party;
(iib) the existence of any claim, setoff, defense or other right which the Borrowers or any other Credit Party may have at any time against the Administrative Agent, any Participating Specified Foreign Currency Lender, or any other Person, whether in connection with this Agreement, any Specified Foreign Currency Loans, the transactions contemplated herein or any unrelated transactions;
(iiic) any application or misapplication of any proceeds of any Specified Foreign Currency Loans;
(ivd) the surrender or impairment of any security for any Specified Foreign Currency Loans;
(ve) the occurrence of any Default or Event of Default;
(vif) the commencement or pendency of any events specified in Section 11.0511.01(e), in respect of Holdings, the other Borrowers or any of its their respective Subsidiaries or any other Person; or
(viig) the failure to satisfy the applicable conditions precedent set forth in Section 6 or 7.
Appears in 1 contract
Obligations Irrevocable. The obligations of each Participating Specified Foreign Currency Lender to purchase from the Designated Fronting Bank. Lender a participation in each Specified Foreign Currency Loan made by the Designated Fronting Bank Lender and to make payments to the Designated Fronting Bank Lender with respect to such participation, in each case as provided herein, shall be irrevocable and not subject to any qualification or exception whatsoever, including any of the following circumstances:
(i) any lack of validity or enforceability of this Agreement or any of the other Credit Documents or of any Loans, against the Borrowers or any other Credit Party;
(ii) the existence of any claim, setoff, defense or other right which the Borrowers or any other Credit Party may have at any time against the Administrative Agent, any Participating Specified Foreign Currency Lender, or any other Person, whether in connection with this Agreement, any Specified Foreign Currency Loans, the transactions contemplated herein or any unrelated transactions;
(iii) any application or misapplication of any proceeds of any Specified Foreign Currency Loans;
(iv) the surrender or impairment of any security for any Specified Foreign Currency Loans;
(v) the occurrence of any Default or Event of Default;
(vi) the commencement or pendency of any events specified in Section 11.0510.05, in respect of the Borrowers or any of its Subsidiaries or any other Person; or
(vii) the failure to satisfy the applicable conditions precedent set forth in Section 6 5 or 76.
Appears in 1 contract
Obligations Irrevocable. The obligations of each Participating Specified Foreign Alternative Currency Lender to purchase from the Designated Alternative Currency Fronting Bank. Lender a participation in each Specified Foreign Alternative Currency Loan made by the Designated Alternative Currency Fronting Bank Lender and to make payments to the Designated Alternative Currency Fronting Bank Lender with respect to such participation, in each case as provided herein, shall be irrevocable and not subject to any qualification or exception whatsoever, including any of the following circumstances:
(i) any lack of validity or enforceability of this Credit Agreement or any of the other Credit Documents or of any Loans, against the Borrowers or any other Credit Party;
(ii) the existence of any claim, setoff, defense or other right which the Borrowers or any other Credit Party may have at any time against the Administrative Agent, any Participating Specified Foreign Alternative Currency Lender, or any other Person, whether in connection with this Credit Agreement, any Specified Foreign Alternative Currency Loans, the transactions contemplated herein or any unrelated transactions;
(iii) any application or misapplication of any proceeds of any Specified Foreign Alternative Currency Loans;
(iv) the surrender or impairment of any security for any Specified Foreign Alternative Currency Loans;
(v) the occurrence of any Default or Event of Default;
(vi) the commencement or pendency of any events specified in Section 11.059.01(f) or (g), in respect of the Borrowers any Loan Party or any of its Subsidiaries or any other PersonRestricted Subsidiaries; or
(vii) the failure to satisfy the applicable conditions precedent set forth in Section 6 or 7.Article V.
Appears in 1 contract
Samples: Credit Agreement (HSN, Inc.)
Obligations Irrevocable. The obligations of each Participating Specified Foreign Currency Lender to purchase from the Designated Fronting Bank. Citibank, N.A., London Branch a participation in each Specified Foreign Currency Loan made by the Designated Fronting Bank Citibank, N.A., London Branch and to make payments to the Designated Fronting Bank Citibank, N.A., London Branch with respect to such participation, in each case as provided herein, shall be irrevocable and not subject to any qualification or exception whatsoever, including any of the following circumstancescircumstances:
(i) any lack of validity or enforceability of this Agreement or any of the other Credit Loan Documents or of any Loans, against the Borrowers or any other Credit Loan Party;
(ii) the existence of any claim, setoff, defense or other right which the Borrowers or any other Credit Loan Party may have at any time against the Administrative Agent, any Participating Specified Foreign Currency Lender, or any other Person, whether in connection with this Agreement, any Specified Foreign Currency Loans, the transactions contemplated herein or any unrelated transactions;
(iii) any application or misapplication of any proceeds of any Specified Foreign Foreign Currency Loans;
(iv) the surrender or impairment of any security for any Specified Foreign Currency Currency Loans;
(v) the occurrence of any Default or Event of Default;
(vi) the commencement or pendency of any events specified in Section 11.058.01(f) or (g), in respect of the Borrowers any Loan Party or any of its Subsidiaries or any other PersonRestricted Subsidiaries; or
(vii) the failure to satisfy the applicable conditions precedent set forth in Section 6 or 7Article IV.
Appears in 1 contract