Agent’s Register. The Agent, acting for this purpose as a non-fiduciary agent of the Borrower Agent, shall maintain a register of the names and addresses of the Lenders, their Commitments and the principal amount of their Loans (the “Register”). The Agent shall also maintain a copy of each Assignment and Acceptance delivered to and accepted by it and modify the Register to give effect to each Assignment and Acceptance. The entries in the Register shall be conclusive and binding for all purposes, absent manifest error, and the Borrowers, the Agent and the Lenders may treat each Person whose name is recorded in the Register as a Lender hereunder for all purposes of this Agreement. The Register and copies of each Assignment and Acceptance shall be available for inspection by the Borrowers or any Lender at any reasonable time and from time to time upon reasonable prior notice. Upon its receipt of each Assignment and Acceptance and surrender of the affected Note or Notes subject to such assignment, the Agent will give prompt notice thereof to the Borrower Agent. Within five (5) Business Days after its receipt of such notice, the Borrowers shall execute and deliver to the Agent a new Note to the order of the assignee in the amount of the applicable Commitment or Loans assumed by it and to the assignor in the amount of the applicable Commitment or Loans retained by it, if any. Such new Note or Notes shall re-evidence the indebtedness outstanding under the surrendered Note or Notes, shall be in an aggregate principal amount equal to the aggregate principal amount of such surrendered Note or Notes and shall be dated as of the Acceptance Date. The Agent shall be entitled to rely upon the Register exclusively for purposes of identifying the Lenders hereunder.
Appears in 4 contracts
Sources: Loan and Security Agreement (Trade Desk, Inc.), Loan and Security Agreement (Trade Desk, Inc.), Loan and Security Agreement (Trade Desk, Inc.)
Agent’s Register. The Agent, acting for this purpose as a non-fiduciary agent of the Borrower Agent, shall maintain a register of the names and addresses of the Lenders, their Commitments and the principal amount (and stated interest) of their Loans (the “Register”). The Borrower, the Agent and the Lenders shall also maintain a copy of each Assignment and Acceptance delivered to and accepted by it and modify treat the Persons listed in the Register to give effect to as holders and owners of the corresponding Commitments and Loans listed therein for all purposes hereof, and no assignment or transfer of any such Commitment or Loan shall be effective, in each Assignment case, unless and Acceptanceuntil recorded in the Register. The entries in the Register shall be conclusive and binding for all purposes, absent manifest error, and the Borrowers▇▇▇▇▇▇▇▇, the Agent and the Lenders may shall treat each Person whose name is recorded in the Register as a Lender hereunder for all purposes of this Agreement. The Register and copies of each Assignment and Acceptance shall be available for inspection by the Borrowers Borrower or any Lender Lender, at any reasonable time and from time to time upon reasonable prior written notice. The parties intend that all extensions of credit to the Borrower and, if applicable, its Affiliates hereunder shall at all times be treated as being in registered form within the meaning of Sections 163(f), 871(h)(2) and 881(c)(2) of the Code (and any successor provisions) and the regulations thereunder and shall interpret the provisions herein regarding the Register and the Participant Register (as defined in paragraph (f) below) consistent with such intent. Upon its receipt of each Assignment and Acceptance and surrender of the affected Note or Notes subject to such assignmentAcceptance, the Agent will give prompt notice thereof to the Borrower AgentBorrower. Within five (5) Business Days after its receipt of such notice, the Borrowers Borrower shall execute and deliver to the Agent assignee Lender a new Note to the order of the assignee in the amount of the applicable Commitment or Loans assumed by it and to the assignor in the amount of the applicable Commitment or Loans retained by it, if any. Such new Note or Notes shall re-evidence the indebtedness outstanding under the surrendered Note or Notes, shall be in an aggregate principal amount equal to the aggregate principal amount of such surrendered Note or Notes and shall be dated as of the Acceptance Date. The Agent shall be entitled to rely upon the Register exclusively for purposes of identifying the Lenders hereunder.
Appears in 3 contracts
Sources: Credit Agreement (Team Inc), Second Lien Term Loan Credit Agreement (Team Inc), Second Lien Term Loan Credit Agreement (Team Inc)
Agent’s Register. The Agent, acting for this purpose as a non-fiduciary agent of the Borrower Agent, Agent shall maintain a register of the names and addresses of the Lenders, their Commitments and the principal amount of their Loans (the “"Register”"). The Agent shall also maintain a copy of each Assignment and Acceptance delivered to and accepted by it and modify the Register to give effect to each Assignment and Acceptance. The entries in the Register shall be conclusive and binding for all purposes, absent manifest error, and the Borrowers, the Agent and the Lenders may treat each Person whose name is recorded in the Register as a Lender hereunder for all purposes of this Agreement. The Register and copies of each Assignment and Acceptance shall be available for inspection by the Borrowers or any Lender at any reasonable time and from time to time upon reasonable prior notice. Upon its receipt of each Assignment and Acceptance and surrender of the affected Note or Notes subject to such assignment, the Agent will give prompt notice thereof to the Borrower AgentAdministrative Borrower. Within five (5) Business Days after its receipt of such notice, the Borrowers shall execute and deliver to the Agent a new Note to the order of the assignee in the amount of the applicable Commitment or Loans assumed by it and to the assignor in the amount of the applicable Commitment or Loans retained by it, if any. Such new Note or Notes shall re-evidence the indebtedness outstanding under the surrendered Note or Notes, Notes and shall be in an aggregate principal amount equal to the aggregate principal amount of such surrendered Note or Notes and shall be dated as of the Acceptance Effective Date. The Agent shall be entitled to rely upon the Register exclusively for purposes of identifying the Lenders hereunder.
Appears in 2 contracts
Sources: Loan and Security Agreement (Grant Prideco Inc), Loan and Security Agreement (Grant Prideco Inc)
Agent’s Register. The Agent, acting for this purpose as a non-fiduciary agent of the Borrower Agent, Agent shall maintain a register of the names and addresses of the Lenders, their Commitments Commitments, and the principal amount of their Revolving Loans and Term Loan (the “"Register”"). The Agent shall also maintain a copy of each Assignment and Acceptance Assumption Agreement delivered to and accepted by it and modify the Register to give effect to each Assignment and AcceptanceAssumption Agreement. The entries in the Register shall be conclusive and binding for all purposes, absent manifest error, and the Borrowers, the Agent and the Lenders may treat each Person whose name is recorded in the Register as a Lender hereunder for all purposes of this Credit Agreement. The Register and copies of each Assignment and Acceptance Assumption Agreement shall be available for inspection by the Borrowers or any Lender at any reasonable time and from time to time upon reasonable prior notice. Upon its receipt of each Assignment and Acceptance Assumption Agreement and surrender of the affected Revolving Note or Notes and Term Note subject to such assignment, the Agent will give prompt notice thereof to the Borrower AgentBorrowers. Within five (5) Business Days after its receipt of such notice, the both Borrowers shall execute and deliver to the Agent (i) a new Revolving Note or Revolving Notes to the order of the assignee in the amount of the applicable Commitment or Loans Commitments assumed by it and to the assignor in the amount of the applicable Commitment or Loans Commitments retained by it, if any and (ii) a new Term Note or Term Notes to the order of the assignee in the amount of the Term Loan assumed by it and to the assignor in the amount of the Term Loan retained by it, if any, in exchange for which the Agent shall deliver to the Borrowers the existing Notes subject to such assignment. Such new Note or Notes shall re-evidence the indebtedness outstanding under the surrendered Note or Notes, Notes and shall be in an aggregate principal amount equal to the aggregate principal amount of such surrendered Note or Notes and shall be dated as of the Acceptance Closing Date. The Agent shall be entitled to rely upon the Register exclusively for purposes of identifying the Lenders hereunder.
Appears in 1 contract
Sources: Credit Agreement (Safety 1st Inc)
Agent’s Register. The Agent, acting solely for this purpose purpose, as a non-fiduciary agent of the Borrower Agent, Borrowers shall maintain a register of the names and addresses of the Lenders, their Commitments and the principal amount (and stated interest) of their Loans (the “Register”). The Agent shall also maintain a copy of each Assignment and Acceptance delivered to and accepted by it and modify the Register to give effect to each Assignment and Acceptance. The entries in the Register shall be conclusive and binding 104 for all purposes, absent manifest error, and the BorrowersBorrower▇, the Agent ▇▇▇▇▇ and the Lenders may treat each Person whose name is recorded in the Register as a Lender hereunder for all purposes of this Agreement. The Register and copies of each Assignment and Acceptance shall be available for inspection by the Borrowers or any Lender at any reasonable time and from time to time upon reasonable prior notice. Upon its receipt of each Assignment and Acceptance and surrender of the affected Note or Notes subject to such assignment, the Agent will give prompt notice thereof to the Borrower Agent. Within five (5) Business Days after its receipt of such notice, the Borrowers shall execute and deliver to the Agent a new Note to the order of the assignee in the amount of the applicable Commitment or Loans assumed by it and to the assignor in the amount of the applicable Commitment or Loans retained by it, if any. Such new Note or Notes shall re-evidence the indebtedness outstanding under the surrendered Note or Notes, shall be in an aggregate principal amount equal to the aggregate principal amount of such surrendered Note or Notes and shall be dated as of the Acceptance Date. The Agent shall be entitled to rely upon the Register exclusively for purposes of identifying the Lenders hereunder.
Appears in 1 contract
Sources: Credit Agreement (Stitch Fix, Inc.)
Agent’s Register. The Agent, acting for this purpose as a non-fiduciary agent of the Borrower Agent, Agent shall maintain a register of the names and addresses of the Lenders, their Commitments and the principal amount of their Loans (the “"Register”"). The Agent shall also maintain a copy of each Assignment and Acceptance Assumption Agreement delivered to and accepted by it and modify the Register to give effect to each Assignment and AcceptanceAssumption Agreement. The entries in the Register shall be conclusive and binding for all purposes, absent manifest error, and the BorrowersBorrower, the Agent and the Lenders may treat each Person whose name is recorded in the Register as a Lender hereunder for all purposes of this Agreement. The Register and copies of each Assignment and Acceptance Assumption Agreement shall be available for inspection by the Borrowers Borrower or any Lender at any reasonable time and from time to time upon reasonable prior notice. Upon its receipt of each Assignment and Acceptance Assumption Agreement and surrender of the affected Note or Notes subject to such assignment, the Agent will give prompt notice thereof to the Borrower AgentBorrower. Within five (5) Business Days after its receipt of such notice, the Borrowers Borrower shall execute and deliver to the Agent (i) before the Availability Expiration Date, a new Revolving Credit Note to the order of the assignee in the amount of the applicable Revolving Credit Commitment or Loans assumed by it and to the assignor in the amount of the applicable Revolving Credit Commitment or Loans retained by it, if any, and (ii) after the Availability Expiration Date, a new Term Note to the order of the assignee in the amount of the Term Loan assumed by it and to the assignor in the amount of the Term Loan retained by it, if any. Such new Note or Notes shall re-evidence the indebtedness outstanding under the surrendered Note or Notes, Notes and shall be in an aggregate principal amount equal to the aggregate principal amount of such surrendered Note or Notes and shall be dated as of the Acceptance Closing Date. The Agent shall be entitled to rely upon the Register exclusively for purposes of identifying the Lenders hereunder.
Appears in 1 contract