Lender Notes. With respect to each Lender, the Advances made by such Lender to the Borrower shall be evidenced by a single promissory note executed by the Borrower (as the same may be amended, modified, extended or replaced from time to time, a “Lender Note” and collectively, the “Lender Notes”) substantially in the form of Exhibit B hereto, with appropriate insertions to reflect Advances (or portion thereof) actually funded by such Lender, the related applicable interest rates thereof and related repayments and appropriate revisions to reflect assignments effected in accordance with Section 13.4 of this Loan Agreement, payable to such Lender. For the avoidance of doubt, any Protective Advances made by a Lender shall not be required to be evidenced in its Lender Note and the Administrative Agent’s records shall constitute conclusive evidence that such Protective Advances have been made. The Borrower hereby irrevocably authorizes each Lender to make (or cause to be made) appropriate notations on the grid attached to its Lender Note (or on any continuation of such grid) or at such Lender’s option, in the records of such Lender, which notations, if made, shall evidence, inter alia, the date of, the outstanding principal of, and the interest rates and Interest Periods applicable to the Advances made by such Lender and related repayments and appropriate revisions to reflect assignments effected in accordance with Section 13.4 of this Loan Agreement. Such notations and records (absent manifest error) shall be conclusive evidence of the subject matter thereof; provided, however, that the failure to make any such notations or maintain any such records shall not limit or otherwise affect any Obligations of the Borrower. The Borrower hereby agrees to promptly execute and deliver a new Lender Note upon any assignment to a new Lender effected in accordance with Section 13.4 of this Loan Agreement, and each Lender making an assignment of all or any portion of its Lender Note will either (i) if such assignment is an assignment of its entire Lender Note, deliver its Lender Note to the Borrower for termination and cancellation effective upon Borrower’s execution and delivery of such new Lender Note to the assignee thereof or (ii) if such assignment is an assignment in part of such Lender Note, deliver its Lender Note to the Borrower for termination and cancellation effective upon Borrower’s execution and delivery of a new Lender Note to the assignee thereof and a new Lender Note to such Lender.
Appears in 5 contracts
Sources: Loan and Security Agreement (GWG Holdings, Inc.), Loan and Security Agreement (GWG Holdings, Inc.), Loan and Security Agreement (GWG Holdings, Inc.)
Lender Notes. With respect (a) On the Loan Date to each the extent requested by any Lender, the Advances made by Borrower shall (i) sign a Lender Note in the name of such Lender in a maximum principal amount equal to such Lender’s Percentage of the Borrower Aggregate Commitments, which such Lender Notes shall be evidenced by a single promissory note executed by dated the Borrower (as the same may be amended, modified, extended or replaced from time to time, a “Lender Note” Loan Date and collectively, the “Lender Notes”) substantially in the form of Exhibit B hereto, A (a “Lender Note”) and (ii) deliver such Lender Note to such Lender (with appropriate insertions a copy to reflect Advances (or portion thereof) actually funded the Loan Agent). If requested by such any Lender, the related applicable interest rates thereof and related repayments and appropriate revisions Borrower shall obtain a CUSIP or other loan identification number that is customary for the nature of the Loans made hereunder. To the extent any Lender does not elect to reflect assignments effected in accordance with Section 13.4 receive a Lender Note, the Registrar shall, upon instruction of this Loan Agreementthe Borrower, payable deliver to such Lender. For Lender a Confirmation of Registration in the avoidance form of doubt, any Protective Advances made by a Lender shall not be required to be evidenced in its Lender Note and the Administrative Agent’s records shall constitute conclusive evidence that such Protective Advances have been made. Exhibit D hereto.
(b) The Borrower hereby irrevocably authorizes each Lender the Loan Agent to make (or cause to be made) appropriate notations on the grid attached to its Lender Note (or on any continuation of such grid) or at such Lender’s option, in the records of such Lenderinternal records, which notations, if made, notations shall evidence, inter alia, the date of, the outstanding principal Aggregate Outstanding Amount of, and the interest rates and Interest Periods Rate applicable to to, the Advances Loans evidenced thereby. The notations on such internal records indicating the Aggregate Outstanding Amount of the Loans made by such Lender and related repayments and appropriate revisions to reflect assignments effected in accordance with Section 13.4 of this Loan Agreement. Such notations and records shall be prima facie evidence (absent manifest error) shall be conclusive evidence of the subject matter thereof; providedprincipal amount thereof owing and unpaid, however, that but the failure to make record any such notations amount, or maintain any such records error therein, shall not limit or otherwise affect any Obligations the obligations of the Borrower. The Borrower hereby agrees to promptly execute and deliver a new Lender Note upon hereunder or under any assignment to a new Lender effected in accordance with Section 13.4 of this Loan Agreement, and each Lender making an assignment of all or any portion of its Lender Note will either (i) if such assignment is an assignment of its entire Lender Note, deliver its Lender Note to the Borrower for termination and cancellation effective upon Borrower’s execution and delivery make payment of principal of or interest on such new Loans when due. At any time (including to replace any Lender Note to that has been mutilated, defaced, destroyed, lost or stolen) when any Lender requests the assignee thereof or (ii) if such assignment is an assignment in part of such Lender Note, deliver its Lender Note to the Borrower for termination and cancellation effective upon Borrower’s execution and delivery of a new Lender Note to evidence any of its Loans, the assignee thereof Borrower shall promptly execute and deliver to such Lender the Lender Note in the appropriate amount or amounts to evidence such Loans; provided, for the avoidance of doubt, that, other than in the case of a substitute or replacement Lender Note to replace a Lender Note that has been mutilated, defaced, destroyed, lost or stolen, only one Lender Note shall be issued to any Lender and the Loan Agent shall not deliver a new Lender Note to any requesting Lender until such Lender surrenders the Lender Note currently held by such Lender; provided, further that, in the case of a substitute or replacement Lender Note, the Borrower and the Loan Agent shall have received from such requesting Lender (i) evidence to their reasonable satisfaction of the destruction, loss or theft of any Lender Note and (ii) there is delivered to the Borrower, the Loan Agent, the Collateral Trustee and the Transfer Agent such security or indemnity as may be required by them to save each of them harmless, then, in the absence of notice to the Borrower, the Loan Agent, the Collateral Trustee and/or such Transfer Agent that such Lender Note has been acquired by a “protected purchaser” (within the meaning of Section 8-303 of the UCC), the Borrower shall execute and, upon receipt of such executed Lender Note, the Loan Agent shall deliver to the Lender, in lieu of any such mutilated, defaced, destroyed, lost or stolen Lender Note, the new Lender Note, of like tenor (including the same date of issuance) and equal principal or face amount, registered in the same manner, dated the date of its issuance, bearing interest from the date to which interest has been paid on the mutilated, defaced, destroyed, lost or stolen Lender Note and bearing a number not contemporaneously outstanding; provided, further that, in connection with the Stated Maturity or Redemption Date of the Loans, each Lender shall surrender the Lender Notes to the Loan Agent for payment of the Redemption Price or final payment of principal of such Loans in accordance with the Priority of Payments. Such surrender shall occur either at the address specified herein for the Loan Agent or, with respect to any Redemption Date, in accordance with the redemption notice delivered pursuant to Section 9.4 of the Indenture. If, after delivery of such new Lender Note, a “protected purchaser” (within the meaning of Section 8-303 of the UCC) of the predecessor Lender Note presents for payment, transfer or exchange such predecessor Lender Note, the Borrower, the Collateral Trustee, the Loan Agent and such Transfer Agent shall be entitled to recover such new Lender Note from the Person to whom it was delivered or any Person taking therefrom, and shall be entitled to recover upon the security or indemnity provided therefor to the extent of any loss, damage, cost or expense incurred by the Borrower, the Collateral Trustee, the Loan Agent and such Transfer Agent in connection therewith. In case any such mutilated, defaced, destroyed, lost or stolen Lender Note has become due and payable, the Borrower in its discretion may, instead of issuing a new Lender Note pay such Lender Note without requiring surrender thereof except that any mutilated or defaced Lender Note shall be surrendered. Upon the issuance of any new Lender Note under this Section 3.2, the Borrower may require the payment by the Lender thereof of a sum sufficient to cover any tax or other governmental charge that may be imposed in relation thereto and any other expenses (including the fees and expenses of the Collateral Trustee and the Loan Agent) connected therewith. All Lender Notes surrendered for payment, registration of transfer, conversion, exchange or redemption, or mutilated, defaced or deemed lost or stolen, shall be promptly canceled by the Loan Agent and may not be reissued or resold. No Lender Note may be surrendered (including any surrender in connection with any abandonment, donation, gift, contribution or other event or circumstance) except for payment as provided herein, or for registration of transfer, exchange, conversion or redemption, or for replacement in connection with any Lender Note mutilated, defaced or deemed lost or stolen. Any such Lender Note shall, if surrendered to any Person other than the Loan Agent, be delivered to the Loan Agent. All canceled Lender Notes held by the Loan Agent shall be destroyed or held by the Loan Agent in accordance with its standard retention policy unless the Borrower shall direct by a Borrower Order received prior to destruction that they be returned to it. The provisions of this Section 3.2 are exclusive and shall preclude (to the extent lawful) all other rights and remedies with respect to the replacement or payment of mutilated, defaced, destroyed, lost or stolen Lender Notes.
Appears in 4 contracts
Sources: Credit Agreement (Golub Capital Private Credit Fund), Credit Agreement (Golub Capital Private Credit Fund), Credit Agreement (Golub Capital Private Credit Fund)
Lender Notes. With respect to each Lender, the Advances made by such Lender to the Borrower shall be evidenced by a single promissory grid note executed by the Borrower (as the same may be amended, modified, extended or replaced from time to time, a “Lender Note” and collectively, the “Lender Notes”) substantially in the form of Exhibit B hereto, with appropriate insertions to reflect Advances (or portion portions thereof) actually funded by such Lender, the related applicable interest rates thereof and related repayments and appropriate revisions to reflect assignments effected in accordance with Section 13.4 of this Loan Agreement, payable to the order of such Lender. For the avoidance of doubt, any Protective Advances made by a Lender shall not be required to be evidenced in its Lender Note and the Administrative Agent’s records shall constitute conclusive evidence that such Protective Advances have been made. The Borrower hereby irrevocably authorizes each Lender to make (or cause to be made) appropriate notations on the grid attached to its Lender Note (or on any continuation of such grid) or at such Lender’s option, in the records of such Lender, which notations, if made, shall evidence, inter alia, the date of, the outstanding principal of, and the interest rates and Interest Periods applicable to the Advances made by such Lender and related repayments and appropriate revisions to reflect assignments effected in accordance with Section 13.4 of this Loan Agreement. Such notations and records (absent manifest error) shall be conclusive rebuttably presumptive evidence of the subject matter thereofthereof absent manifest error; provided, however, that the failure to make any such notations or maintain any such records shall not limit or otherwise affect any Obligations of the Borrower. The Borrower hereby agrees to promptly execute and deliver a new Lender Note upon any assignment to a new Lender effected in accordance with Section 13.4 of this Loan Agreement, and each Lender making an assignment of all or any portion of its Lender Note will either (i) if such assignment is an assignment of its entire Lender Note, deliver its Lender Note to the Borrower for termination and cancellation effective upon Borrower’s execution and delivery of such new Lender Note to the assignee thereof or (ii) if such assignment is an assignment in part of such Lender Note, deliver its Lender Note to the Borrower for termination and cancellation effective upon Borrower’s execution and delivery of a new Lender Note to the assignee thereof and a new Lender Note to such Lender.
Appears in 2 contracts
Sources: Loan and Security Agreement (Emergent Capital, Inc.), Loan and Security Agreement (Imperial Holdings, Inc.)
Lender Notes. With respect (a) On the Loan Date to each the extent requested by any Lender, the Advances made by Borrower shall (i) sign a Lender Note in the name of such Lender in a maximum principal amount equal to such Lender’s Percentage of the Borrower Aggregate Commitments, which such Lender Notes shall be evidenced by a single promissory note executed by dated the Borrower (as the same may be amended, modified, extended or replaced from time to time, a “Lender Note” Loan Date and collectively, the “Lender Notes”) substantially in the form of Exhibit B hereto, A (a “Lender Note”) and (ii) deliver such Lender Note to such Lender (with appropriate insertions a copy to reflect Advances (or portion thereof) actually funded the Loan Agent). If requested by such any Lender, the related applicable interest rates thereof and related repayments and appropriate revisions Borrower shall obtain a CUSIP or other loan identification number that is customary for the nature of the Loans made hereunder. To the extent any Lender does not elect to reflect assignments effected in accordance with Section 13.4 receive a Lender Note, the Registrar shall, upon instruction of this Loan Agreementthe Borrower, payable deliver to such Lender. For Lender a Confirmation of Registration in the avoidance form of doubt, any Protective Advances made by a Lender shall not be required to be evidenced in its Lender Note and the Administrative Agent’s records shall constitute conclusive evidence that such Protective Advances have been made. Exhibit D hereto.
(b) The Borrower hereby irrevocably authorizes each Lender the Loan Agent to make (or cause to be made) appropriate notations on the grid attached to its Lender Note (or on any continuation of such grid) or at such Lender’s option, in the records of such Lenderinternal records, which notations, if made, notations shall evidence, inter alia, the date of, the outstanding principal Aggregate Outstanding Amount of, and the interest rates and Interest Periods Rate applicable to to, the Advances Loans evidenced thereby. The notations on such internal records indicating the Aggregate Outstanding Amount of the Loans made by such Lender and related repayments and appropriate revisions to reflect assignments effected in accordance with Section 13.4 of this Loan Agreement. Such notations and records shall be prima facie evidence (absent manifest error) shall be conclusive evidence of the subject matter thereof; providedprincipal amount thereof owing and unpaid, however, that but the failure to make record any such notations amount, or maintain any such records error therein, shall not limit or otherwise affect any Obligations the obligations of the Borrower. The Borrower hereby agrees to promptly execute and deliver a new Lender Note upon hereunder or under any assignment to a new Lender effected in accordance with Section 13.4 of this Loan Agreement, and each Lender making an assignment of all or any portion of its Lender Note will either (i) if such assignment is an assignment of its entire Lender Note, deliver its Lender Note to the Borrower for termination and cancellation effective upon Borrower’s execution and delivery make payment of principal of or interest on such new Loans when due. At any time (including to replace any Lender Note to that has been destroyed or lost) when any Lender requests the assignee thereof or (ii) if such assignment is an assignment in part of such Lender Note, deliver its Lender Note to the Borrower for termination and cancellation effective upon Borrower’s execution and delivery of a new Lender Note to evidence any of its Loans, the assignee thereof Borrower shall promptly execute and deliver to such Lender the Lender Note in the appropriate amount or amounts to evidence such Loans; provided, for the avoidance of doubt, that, other than in the case of a substitute or replacement Lender Note to replace a Lender Note that has been destroyed or lost, only one Lender Note shall be issued to any Lender and the Borrower shall not deliver a new Lender Note to any requesting Lender until such LenderL▇▇▇▇▇ surrenders the Lender Note currently held by such L▇▇▇▇▇; provided, further, that, in the case of a substitute or replacement Lender Note, the Borrower and the Loan Agent shall have received from such requesting Lender (i) evidence to their reasonable satisfaction of the destruction, loss or theft of any Lender Note and (ii) there is delivered to the Borrower, the Loan Agent, the Collateral Trustee and the Transfer Agent such security or indemnity as may be required by them to save each of them harmless, then, in the absence of notice to the Borrower, the Loan Agent, the Collateral Trustee and/or such Transfer Agent that such Lender Note has been acquired by a “protected purchaser” (within the meaning of Section 8-303 of the UCC), the Borrower shall execute and, upon receipt of such executed Lender Note, the Collateral Trustee shall deliver to the Holder, in lieu of any such mutilated, defaced, destroyed, lost or stolen Lender Note, the new Lender Note, of like tenor (including the same date of issuance) and equal principal or face amount, registered in the same manner, dated the date of its issuance, bearing interest from the date to which interest has been paid on the mutilated, defaced, destroyed, lost or stolen Lender Note; provided, further, that, in connection with the Stated Maturity or Redemption Date of the Loans, each Lender shall surrender the Lender Notes to the Borrower for payment of the Redemption Price or final payment of principal of such Loans in accordance with the Priority of Payments. Such surrender shall occur either at the address specified herein for Borrower. If, after delivery of such new Lender Note, a protected purchaser of the predecessor Lender Note presents for payment, transfer or exchange such predecessor Lender Note, the Borrower, the Collateral Trustee, the Loan Agent and such Transfer Agent shall be entitled to recover such new Lender Note from the Person to whom it was delivered or any Person taking therefrom, and shall be entitled to recover upon the security or indemnity provided therefor to the extent of any loss, damage, cost or expense incurred by the Borrower, the Collateral Trustee, the Loan Agent and such Transfer Agent in connection therewith. In case any such mutilated, defaced, destroyed, lost or stolen Lender Note has become due and payable, the Borrower in its discretion may, instead of issuing a new Lender Note pay such Lender Note without requiring surrender thereof except that any mutilated or defaced Lender Note shall be surrendered. Upon the issuance of any new Note under this Section 3.2, the Borrower may require the payment by the Lender thereof of a sum sufficient to cover any tax or other governmental charge that may be imposed in relation thereto and any other expenses (including the fees and expenses of the Collateral Trustee and the Loan Agent) connected therewith. All Lender Notes surrendered for payment, registration of transfer, conversion, exchange or redemption, or mutilated, defaced or deemed lost or stolen, shall be promptly canceled by the Borrower and may not be reissued or resold. No Lender Note may be surrendered (including any surrender in connection with any abandonment, donation, gift, contribution or other event or circumstance) except for payment as provided herein, or for registration of transfer, exchange, conversion or redemption, or for replacement in connection with any Lender Note mutilated, defaced or deemed lost or stolen. Any such Lender Note shall, if surrendered to any Person other than the Borrower, be delivered to the Borrower. All canceled Lender Notes held by the Borrower shall be destroyed or held by the Borrower in accordance with its standard retention policy. The provisions of this Section 3.2 are exclusive and shall preclude (to the extent lawful) all other rights and remedies with respect to the replacement or payment of mutilated, defaced, destroyed, lost or stolen Lender Notes.
Appears in 2 contracts
Sources: Credit Agreement (FS KKR Capital Corp), Class a 1l Credit Agreement (FS KKR Capital Corp)
Lender Notes. With respect (a) On the Loan Date to each the extent requested by any Lender, the Advances made by Borrower shall (i) sign a Lender Note in the name of such Lender in a maximum principal amount equal to such Lender’s Percentage of the Borrower Aggregate Commitments, which such Lender Notes shall be evidenced by a single promissory note executed by dated the Borrower (as the same may be amended, modified, extended or replaced from time to time, a “Lender Note” Loan Date and collectively, the “Lender Notes”) substantially in the form of Exhibit B hereto, A (a “Lender Note”) and (ii) deliver such Lender Note to such Lender (with appropriate insertions a copy to reflect Advances (or portion thereof) actually funded the Loan Agent). If requested by such any Lender, the related applicable interest rates thereof and related repayments and appropriate revisions Borrower shall obtain a CUSIP or other loan identification number that is customary for the nature of the Loans made hereunder. To the extent any Lender does not elect to reflect assignments effected in accordance with Section 13.4 receive a Lender Note, the Registrar shall, upon instruction of this Loan Agreementthe Borrower, payable deliver to such Lender. For Lender a Confirmation of Registration in the avoidance form of doubt, any Protective Advances made by a Lender shall not be required to be evidenced in its Lender Note and the Administrative Agent’s records shall constitute conclusive evidence that such Protective Advances have been made. Exhibit D hereto.
(b) The Borrower hereby irrevocably authorizes each Lender the Loan Agent to make (or cause to be made) appropriate notations on the grid attached to its Lender Note (or on any continuation of such grid) or at such Lender’s option, in the records of such Lenderinternal records, which notations, if made, notations shall evidence, inter alia, the date of, the outstanding principal Aggregate Outstanding Amount of, and the interest rates and Interest Periods rate applicable to to, the Advances Loans evidenced thereby. The notations on such internal records indicating the Aggregate Outstanding Amount of the Loans made by such Lender and related repayments and appropriate revisions to reflect assignments effected in accordance with Section 13.4 of this Loan Agreement. Such notations and records shall be prima facie evidence (absent manifest error) shall be conclusive evidence of the subject matter thereof; providedprincipal amount thereof owing and unpaid, however, that but the failure to make record any such notations amount, or maintain any such records error therein, shall not limit or otherwise affect any Obligations the obligations of the Borrower. The Borrower hereby agrees to promptly execute and deliver a new Lender Note upon hereunder or under any assignment to a new Lender effected in accordance with Section 13.4 of this Loan Agreement, and each Lender making an assignment of all or any portion of its Lender Note will either (i) if such assignment is an assignment of its entire Lender Note, deliver its Lender Note to the Borrower for termination and cancellation effective upon Borrower’s execution and delivery make payment of principal of or interest on such new Loans when due. At any time (including to replace any Lender Note to that has been destroyed or lost) when any Lender requests the assignee thereof or (ii) if such assignment is an assignment in part of such Lender Note, deliver its Lender Note to the Borrower for termination and cancellation effective upon Borrower’s execution and delivery of a new Lender Note to evidence any of its Loans, the assignee thereof Borrower shall promptly execute and deliver to such Lender the Lender Note in the appropriate amount or amounts to evidence such Loans; provided, for the avoidance of doubt, that, other than in the case of a substitute or replacement Lender Note to replace a Lender Note that has been destroyed or lost, only one Lender Note shall be issued to any Lender and the Loan Agent shall not deliver a new Lender Note to any requesting Lender until such Lender surrenders the Lender Note currently held by such Lender; provided, further, that, in the case of a substitute or replacement Lender Note, the Borrower and the Loan Agent shall have received from such requesting Lender (i) evidence to their reasonable satisfaction of the destruction, loss or theft of any Lender Note and (ii) there is delivered to the Borrower, the Loan Agent, the Collateral Trustee and the Transfer Agent such security or indemnity as may be required by them to save each of them harmless, then, in the absence of notice to the Borrower, the Loan Agent, the Collateral Trustee and/or such Transfer Agent that such Lender Note has been acquired by a “protected purchaser” (within the meaning of Section 8-303 of the UCC), the Borrower shall execute and, upon receipt of such executed Lender Note, the Loan Agent shall deliver to the Holder, in lieu of any such mutilated, defaced, destroyed, lost or stolen Lender Note, the new Lender Note, of like tenor (including the same date of issuance) and equal principal or face amount, registered in the same manner, dated the date of its issuance, bearing interest from the date to which interest has been paid on the mutilated, defaced, destroyed, lost or stolen Lender Note; provided, further, that, in connection with the Stated Maturity or Redemption Date of the Loans, each Lender shall surrender the Lender Notes to the Loan Agent for payment of the Redemption Price or final payment of principal of such Loans in accordance with the Priority of Payments. Such surrender shall occur either at the address specified herein for the Loan Agent or, with respect to any Redemption Date, in accordance with the redemption notice delivered pursuant to Article IX of the Indenture. If, after delivery of such new Lender Note, a protected purchaser of the predecessor Lender Note presents for payment, transfer or exchange such predecessor Lender Note, the Borrower, the Collateral Trustee, the Loan Agent and such Transfer Agent shall be entitled to recover such new Lender Note from the Person to whom it was delivered or any Person taking therefrom, and shall be entitled to recover upon the security or indemnity provided therefor to the extent of any loss, damage, cost or expense incurred by the Borrower, the Collateral Trustee, the Loan Agent and such Transfer Agent in connection therewith. In case any such mutilated, defaced, destroyed, lost or stolen Lender Note has become due and payable, the Borrower in its discretion may, instead of issuing a new Lender Note pay such Lender Note without requiring surrender thereof except that any mutilated or defaced Lender Note shall be surrendered. Upon the issuance of any new Note under this Section 3.2, the Borrower may require the payment by the Lender thereof of a sum sufficient to cover any Tax that may be imposed in relation thereto and any other expenses (including the fees and expenses of the Collateral Trustee and the Loan Agent) connected therewith. All Lender Notes surrendered for payment, registration of transfer, conversion, exchange or redemption, or mutilated, defaced or deemed lost or stolen, shall be promptly canceled by the Loan Agent and may not be reissued or resold. No Lender Note may be surrendered (including any surrender in connection with any abandonment, donation, gift, contribution or other event or circumstance) except for payment as provided herein, or for registration of transfer, exchange, conversion or redemption, or for replacement in connection with any Lender Note mutilated, defaced or deemed lost or stolen. Any such Lender Note shall, if surrendered to any Person other than the Loan Agent, be delivered to the Loan Agent. All canceled Lender Notes held by the Loan Agent shall be destroyed or held by the Loan Agent in accordance with its standard retention policy unless the Borrower shall direct by an Issuer Order received prior to destruction that they be returned to it. The provisions of this Section 3.2 are exclusive and shall preclude (to the extent lawful) all other rights and remedies with respect to the replacement or payment of mutilated, defaced, destroyed, lost or stolen Lender Notes.
Appears in 2 contracts
Sources: Loan Agreement (Blue Owl Capital Corp), Loan Agreement (Blue Owl Credit Income Corp.)
Lender Notes. With respect (a) On the Loan Date to each the extent requested by any Lender, the Advances made by Borrowers shall (i) sign a Lender Note payable to such Lender in a principal amount equal to such Lender’s Percentage of the Borrower Aggregate Commitments, which such Lender Note shall be evidenced by a single promissory note executed by dated the Borrower (as the same may be amended, modified, extended or replaced from time to time, a “Lender Note” Loan Date and collectively, the “Lender Notes”) substantially in the form of Exhibit B hereto, A (a “Lender Note”) and (ii) deliver such Lender Note to such Lender (with appropriate insertions a copy to reflect Advances (or portion thereof) actually funded the Loan Agent). If requested by such any Lender, the related applicable interest rates thereof and related repayments and appropriate revisions Borrower shall obtain a CUSIP or other loan identification number that is customary for the nature of the Loans made hereunder. To the extent any Lender does not elect to reflect assignments effected receive a Lender Note, the Loan Agent shall, in accordance with Section 13.4 instructions of this Loan Agreementthe Borrower, payable deliver to such Lender. For Lender a Confirmation of Registration in the avoidance form of doubt, any Protective Advances made by a Lender shall not be required to be evidenced in its Lender Note and the Administrative Agent’s records shall constitute conclusive evidence that such Protective Advances have been made. Exhibit D hereto.
(b) The Borrower Borrowers hereby irrevocably authorizes each Lender authorize the Loan Agent to make (or cause to be made) appropriate notations on the grid attached to its Lender Note (or on any continuation of such grid) or at such Lender’s option, in the records of such Lenderinternal records, which notations, if made, notations shall evidence, inter alia, the date of, the outstanding principal Aggregate Outstanding Amount of, and the interest rates and Interest Periods Rate applicable to to, the Advances Loans evidenced by such internal records. The notations on such internal records indicating the Aggregate Outstanding Amount of the Loans made by such Lender and related repayments and appropriate revisions to reflect assignments effected in accordance with Section 13.4 of this Loan Agreement. Such notations and records shall be prima facie evidence (absent manifest error) shall be conclusive evidence of the subject matter thereof; providedprincipal amount thereof owing and unpaid, however, that but the failure to make record any such notations amount, or maintain any such records error therein, shall not limit or otherwise affect any Obligations the obligations of the Borrower. The Borrower hereby agrees to promptly execute and deliver a new Lender Note upon Borrowers hereunder or under any assignment to a new Lender effected in accordance with Section 13.4 of this Loan Agreement, and each Lender making an assignment of all or any portion of its Lender Note will either (i) if such assignment is an assignment of its entire Lender Note, deliver its Lender Note to make payment of principal of or interest on such Loans when due. At any time when any Lender requests the Borrower for termination and cancellation effective upon Borrower’s execution and delivery of such new Lender Note to the assignee thereof or (ii) if such assignment is an assignment in part of such Lender Note, deliver its Lender Note to the Borrower for termination and cancellation effective upon Borrower’s execution and delivery of a new Lender Note to evidence its Loans (including to replace any Lender Note that has been mutilated, defaced, destroyed, lost or stolen), the assignee thereof Borrowers shall promptly execute and deliver to the relevant Lender a new Lender Note, of like tenor (including the same date of issuance) and equal principal or face amount, registered in the same manner, dated the date of its issuance, bearing interest from the date to which interest has been paid on the Lender Note being replaced; provided that (1) other than in the case of a replacement Lender Note for a Lender Note that has been destroyed, lost or stolen, only one Lender Note shall be issued to any Lender and the Borrowers shall not deliver a new Lender Note to any requesting Lender until such Lender surrenders to the Borrower the Lender Note currently held by such Lender; and (2) in the case of a replacement Lender Note for a Lender Note that has been destroyed, lost or stolen, (i) the Borrowers shall have received from such requesting Lender evidence to their reasonable satisfaction of the destruction, loss or theft of the relevant Lender Note, (ii) there is delivered to the Borrowers, the Loan Agent, the Collateral Agent and the Transfer Agent such security or indemnity as may be required by them to save each of them harmless and (iii) there is no notice to any of the Borrowers, the Loan Agent, the Collateral Agent and/or the Transfer Agent that such Lender Note has been acquired by a “protected purchaser” (within the meaning of Section 8-303 of the UCC) or a “holder in due course” (within the meaning of Section 3-302 of the UCC). In connection with the Stated Maturity or Redemption Date of the Loans, each Lender shall surrender the Lender Notes to the Borrower for payment of the Redemption Price or final payment of principal of such Loans in accordance with the Priority of Payments. If, after delivery of such new Lender Note, a protected purchaser or holder in due course in relation to the predecessor Lender Note presents for payment, transfer or exchange such predecessor Lender Note, the Borrowers, the Collateral Agent, the Loan Agent and the Transfer Agent shall be entitled to recover such new Lender Note from the Person to whom it was delivered or any Person taking therefrom, and shall be entitled to recover upon the security or indemnity provided therefor to the extent of any loss, damage, cost or expense incurred by the Borrowers, the Collateral Agent, the Loan Agent and the Transfer Agent in connection therewith. In case any such mutilated, defaced, destroyed, lost or stolen Lender Note has become due and payable, the Borrowers in their discretion may, instead of issuing a new Lender Note pay such Lender Note without requiring surrender thereof except that any mutilated or defaced Lender Note shall be surrendered. Upon the issuance of any new Lender Note under this Section 3.2, the Borrowers may require the payment by the Lender thereof of a sum sufficient to cover any tax or other governmental charge that may be imposed in relation thereto and any other expenses (including the fees and expenses of the Collateral Agent and the Loan Agent) connected therewith. All Lender Notes surrendered for payment, registration of transfer, conversion, exchange or redemption, or mutilated, defaced or deemed lost or stolen, shall be promptly canceled by the Borrower and may not be reissued or resold. No Lender Note may be surrendered (including any surrender in connection with any abandonment, donation, gift, contribution or other event or circumstance) except for payment as provided herein, or for registration of transfer, exchange, conversion or redemption, or for replacement in connection with any Lender Note mutilated, defaced or deemed lost or stolen. Any such Lender Note shall, if surrendered to any Person other than the Borrower, be delivered to the Borrower. All canceled Lender Notes held by the Borrower shall be destroyed or held by the Borrower in accordance with its standard retention policy. The provisions of this Section 3.2 are exclusive and shall preclude (to the extent lawful) all other rights and remedies with respect to the replacement or payment of mutilated, defaced, destroyed, lost or stolen Lender Notes.
Appears in 2 contracts
Sources: Credit Agreement (Silver Point Specialty Lending Fund), Credit Agreement (Silver Point Specialty Lending Fund)
Lender Notes. With respect (a) On the Loan Date to each the extent requested by any Lender, the Advances made by Borrower shall (i) sign a Lender Note in the name of such Lender in a maximum principal amount equal to such Lender’s Percentage of the Borrower Aggregate Commitments, which such Lender Notes shall be evidenced by a single promissory note executed by dated the Borrower (as the same may be amended, modified, extended or replaced from time to time, a “Lender Note” Loan Date and collectively, the “Lender Notes”) substantially in the form of Exhibit B hereto, A (a “Lender Note”) and (ii) deliver such Lender Note to such Lender (with appropriate insertions a copy to reflect Advances (or portion thereof) actually funded the Loan Agent). If requested by such any Lender, the related applicable interest rates thereof and related repayments and appropriate revisions Borrower shall obtain a CUSIP or other loan identification number that is customary for the nature of the Loans made hereunder. To the extent any Lender does not elect to reflect assignments effected in accordance with Section 13.4 receive a Lender Note, the Registrar shall, upon instruction of this Loan Agreementthe Borrower, payable deliver to such Lender. For Lender a Confirmation of Registration in the avoidance form of doubt, any Protective Advances made by a Lender shall not be required to be evidenced in its Lender Note and the Administrative Agent’s records shall constitute conclusive evidence that such Protective Advances have been made. Exhibit D hereto.
(b) The Borrower hereby irrevocably authorizes each Lender the Loan Agent to make (or cause to be made) appropriate notations on the grid attached to its Lender Note (or on any continuation of such grid) or at such Lender’s option, in the records of such Lenderinternal records, which notations, if made, notations shall evidence, inter alia, the date of, the outstanding principal Aggregate Outstanding Amount of, and the interest rates and Interest Periods Rate applicable to to, the Advances Loans evidenced thereby. The notations on such internal records indicating the Aggregate Outstanding Amount of the Loans made by such Lender and related repayments and appropriate revisions to reflect assignments effected in accordance with Section 13.4 of this Loan Agreement. Such notations and records shall be prima facie evidence (absent manifest error) shall be conclusive evidence of the subject matter thereof; providedprincipal amount thereof owing and unpaid, however, that but the failure to make record any such notations amount, or maintain any such records error therein, shall not limit or otherwise affect any Obligations the obligations of the Borrower. The Borrower hereby agrees to promptly execute and deliver a new Lender Note upon hereunder or under any assignment to a new Lender effected in accordance with Section 13.4 of this Loan Agreement, and each Lender making an assignment of all or any portion of its Lender Note will either (i) if such assignment is an assignment of its entire Lender Note, deliver its Lender Note to the Borrower for termination and cancellation effective upon Borrower’s execution and delivery make payment of principal of or interest on such new Loans when due. At any time (including to replace any Lender Note to that has been destroyed or lost) when any Lender requests the assignee thereof or (ii) if such assignment is an assignment in part of such Lender Note, deliver its Lender Note to the Borrower for termination and cancellation effective upon Borrower’s execution and delivery of a new Lender Note to evidence any of its Loans, the assignee thereof Borrower shall promptly execute and deliver to such Lender the Lender Note in the appropriate amount or amounts to evidence such Loans; provided, for the avoidance of doubt, that, other than in the case of a substitute or replacement Lender Note to replace a Lender Note that has been destroyed or lost, only one Lender Note shall be issued to any Lender and the Borrower shall not deliver a new Lender Note to any requesting Lender until such Lender▇▇▇▇▇▇ surrenders the Lender Note currently held by such ▇▇▇▇▇▇; provided, further, that, in the case of a substitute or replacement Lender Note, the Borrower and the Loan Agent shall have received from such requesting Lender (i) evidence to their reasonable satisfaction of the destruction, loss or theft of any Lender Note and (ii) there is delivered to the Borrower, the Loan Agent, the Collateral Trustee and the Transfer Agent such security or indemnity as may be required by them to save each of them harmless, then, in the absence of notice to the Borrower, the Loan Agent, the Collateral Trustee and/or such Transfer Agent that such Lender Note has been acquired by a “protected purchaser” (within the meaning of Section 8-303 of the UCC), the Borrower shall execute and, upon receipt of such executed Lender Note, the Collateral Trustee shall deliver to the Holder, in lieu of any such mutilated, defaced, destroyed, lost or stolen Lender Note, the new Lender Note, of like tenor (including the same date of issuance) and equal principal or face amount, registered in the same manner, dated the date of its issuance, bearing interest from the date to which interest has been paid on the mutilated, defaced, destroyed, lost or stolen Lender Note; provided, further, that, in connection with the Stated Maturity or Redemption Date of the Loans, each Lender shall surrender the Lender Notes to the Borrower for payment of the Redemption Price or final payment of principal of such Loans in accordance with the Priority of Payments. Such surrender shall occur either at the address specified herein for the Borrower or, with respect to any Redemption Date, in accordance with the redemption notice delivered pursuant to Section 9.4 of the Indenture. If, after delivery of such new Lender Note, a protected purchaser of the predecessor Lender Note presents for payment, transfer or exchange such predecessor Lender Note, the Borrower, the Collateral Trustee, the Loan Agent and such Transfer Agent shall be entitled to recover such new Lender Note from the Person to whom it was delivered or any Person taking therefrom, and shall be entitled to recover upon the security or indemnity provided therefor to the extent of any loss, damage, cost or expense incurred by the Borrower, the Collateral Trustee, the Loan Agent and such Transfer Agent in connection therewith. In case any such mutilated, defaced, destroyed, lost or stolen Lender Note has become due and payable, the Borrower in its discretion may, instead of issuing a new Lender Note pay such Lender Note without requiring surrender thereof except that any mutilated or defaced Lender Note shall be surrendered. Upon the issuance of any new Note under this Section 3.2, the Borrower may require the payment by the Lender thereof of a sum sufficient to cover any tax or other governmental charge that may be imposed in relation thereto and any other expenses (including the fees and expenses of the Collateral Trustee and the Loan Agent) connected therewith. All Lender Notes surrendered for payment, registration of transfer, conversion, exchange or redemption, or mutilated, defaced or deemed lost or stolen, shall be promptly canceled by the Loan Agent and may not be reissued or resold. No Lender Note may be surrendered (including any surrender in connection with any abandonment, donation, gift, contribution or other event or circumstance) except for payment as provided herein, or for registration of transfer, exchange, conversion or redemption, or for replacement in connection with any Lender Note mutilated, defaced or deemed lost or stolen. Any such Lender Note shall, if surrendered to any Person other than the Borrower, be delivered to the Borrower. All canceled Lender Notes held by the Loan Agent shall be destroyed or held by the Loan Agent in accordance with its standard retention policy unless the Borrower shall direct by an Issuer Order received prior to destruction that they be returned to it. The provisions of this Section 3.2 are exclusive and shall preclude (to the extent lawful) all other rights and remedies with respect to the replacement or payment of mutilated, defaced, destroyed, lost or stolen Lender Notes.
Appears in 2 contracts
Sources: Credit Agreement (Blue Owl Capital Corp), Credit Agreement (AG Twin Brook Capital Income Fund)
Lender Notes. With respect to each Lender, the Advances made by such Lender to the Borrower shall be evidenced by a single promissory grid note executed by the Borrower (as the same may be amended, modified, extended or replaced from time to time, a “Lender Note” and collectively, the “Lender Notes”) substantially in the form of Exhibit B hereto, with appropriate insertions to reflect Advances (or portion thereof) actually funded by such Lender, the related applicable interest rates thereof and related repayments and appropriate revisions to reflect assignments effected in accordance with Section 13.4 of this Loan Agreement, payable to the order of such Lender. For the avoidance of doubt, any Protective Advances made by a Lender shall not be required to be evidenced in its Lender Note and the Administrative Agent’s records shall constitute conclusive evidence that such Protective Advances have been made. The Borrower hereby irrevocably authorizes each Lender to make (or cause to be made) appropriate notations on the grid attached to its Lender Note (or on any continuation of such grid) or at such Lender’s option, in the records of such Lender, which notations, if made, shall evidence, inter alia, the date of, the outstanding principal of, and the interest rates and Interest Periods applicable to the Advances made by such Lender and related repayments and appropriate revisions to reflect assignments effected in accordance with Section 13.4 of this Loan Agreement. Such notations and records (absent manifest error) shall be conclusive rebuttably presumptive evidence of the subject matter thereofthereof absent manifest error; provided, however, that the failure to make any such notations or maintain any such records shall not limit or otherwise affect any Obligations of the Borrower. The Borrower hereby agrees to promptly execute and deliver a new Lender Note upon any assignment to a new Lender effected in accordance with Section 13.4 of this Loan Agreement, and each Lender making an assignment of all or any portion of its Lender Note will either (i) if such assignment is an assignment of its entire Lender Note, deliver its Lender Note to the Borrower for termination and cancellation effective upon Borrower’s execution and delivery of such new Lender Note to the assignee thereof or (ii) if such assignment is an assignment in part of such Lender Note, deliver its Lender Note to the Borrower for termination and cancellation effective upon Borrower’s execution and delivery of a new Lender Note to the assignee thereof and a new Lender Note to such Lender.
Appears in 2 contracts
Sources: Loan and Security Agreement (Emergent Capital, Inc.), Loan and Security Agreement (Imperial Holdings, Inc.)
Lender Notes. With respect to each Lender, the Advances Each Loan made by such a Lender to the Borrower shall be evidenced by (i) if a single Revolving Loan, a promissory note executed by payable to the Borrower (as order of such Lender in a maximum principal amount equal to such Lender's Revolving Percentage of the same may Total Revolving Commitments and shall be amended, modified, extended or replaced from time to time, a “Lender Note” dated the Closing Date and collectively, the “Lender Notes”) substantially in the form of Exhibit B heretoB-1 (a "Revolving Note") and (ii) if a Swingline Loan, with appropriate insertions to reflect Advances (or portion thereof) actually funded by such Lender, the related applicable interest rates thereof and related repayments and appropriate revisions to reflect assignments effected in accordance with Section 13.4 of this Loan Agreement, a promissory note payable to such Lender. For the avoidance order of doubt, any Protective Advances made by the Swingline Lender in a Lender shall not be required maximum principal amount equal to be evidenced the Maximum Swingline Amount and dated the Closing Date and substantially in its Lender Note and the Administrative Agent’s records shall constitute conclusive evidence that such Protective Advances have been madeform of Exhibit B-2 (the "Swingline Note"). The Borrower hereby irrevocably authorizes each Lender to make (or cause to be made) appropriate notations on the grid attached to its respective Lender Note (or on any a continuation of such grid) or at grid attached to such Lender’s option, in the records of such LenderLender Note and made a part thereof), which notations, if made, notations shall evidence, inter alia, the date of, the outstanding principal amount of, and the interest rates rate (including any conversions thereof pursuant to Section 3.4.3) applicable to, the Loans evidenced thereby. The notations on each such grid (and Interest Periods applicable to on each such continuation) indicating the Advances outstanding principal amount of the Loans made by such Lender and related repayments and appropriate revisions to reflect assignments effected in accordance with Section 13.4 of this Loan Agreement. Such notations and records shall be prima facie evidence (absent manifest error) shall be conclusive evidence of the subject matter thereof; providedprincipal amount thereof owing and unpaid, however, that but the failure to make record any such notations amount on such grid (or maintain any on such records continuation) shall not limit or otherwise affect any Obligations the obligations of the Borrower. The Borrower hereby agrees to promptly execute and deliver a new hereunder or under any Lender Note upon to make payment of the principal of or interest on such Loans when due. Notwithstanding the foregoing or any assignment to a new Lender effected in accordance with Section 13.4 other provision of this Loan Agreement, a Lender may, by written request to the Borrower and each Lender making an assignment of all or any portion of the Administrative Agent, elect not to have its Lender Note will either (i) if such assignment is an assignment of its entire Loans evidenced by a Lender Note, deliver its Lender Note to the Borrower for termination and cancellation effective upon Borrower’s execution and delivery of such new Lender Note to the assignee thereof or (ii) if such assignment is an assignment in part of which case Loans made by such Lender Note, deliver its Lender Note to shall be evidenced solely by the Borrower for termination and cancellation effective upon Borrower’s execution and delivery of a new Lender Note to the assignee thereof and a new Lender Note to such LenderRegister.
Appears in 2 contracts
Sources: Credit Agreement (Special Value Expansion Fund, LLC), Credit Agreement (Special Value Opportunities Fund LLC)
Lender Notes. With respect (a) On the Loan Date to each the extent requested by any Lender, the Advances made by Borrowers shall (i) sign a Lender Note in the name of such Lender in a maximum principal amount equal to such Lender’s Percentage of the Borrower Aggregate Commitments, which such Lender Notes shall be evidenced by a single promissory note executed by dated the Borrower (as the same may be amended, modified, extended or replaced from time to time, a “Lender Note” Loan Date and collectively, the “Lender Notes”) substantially in the form of Exhibit B hereto, A (a “Lender Note”) and (ii) deliver such Lender Note to such Lender (with appropriate insertions a copy to reflect Advances (or portion thereof) actually funded the Loan Agent). If requested by such any Lender, the related applicable interest rates thereof and related repayments and appropriate revisions Borrower shall obtain a CUSIP or other loan identification number that is customary for the nature of the Loans made hereunder. To the extent any Lender does not elect to reflect assignments effected in accordance with Section 13.4 receive a Lender Note, the Registrar shall, upon instruction of this Loan Agreementthe Borrower, payable deliver to such Lender. For Lender a Confirmation of Registration in the avoidance form of doubt, any Protective Advances made by a Lender shall not be required to be evidenced in its Lender Note and the Administrative Agent’s records shall constitute conclusive evidence that such Protective Advances have been made. Exhibit D hereto.
(b) The Borrower hereby irrevocably authorizes each Lender the Loan Agent to make (or cause to be made) appropriate notations on the grid attached to its Lender Note (or on any continuation of such grid) or at such Lender’s option, in the records of such Lenderinternal records, which notations, if made, notations shall evidence, inter alia, the date of, the outstanding principal Aggregate Outstanding Amount of, and the interest rates and Interest Periods Rate applicable to to, the Advances Loans evidenced thereby. The notations on such internal records indicating the Aggregate Outstanding Amount of the Loans made by such Lender and related repayments and appropriate revisions to reflect assignments effected in accordance with Section 13.4 of this Loan Agreement. Such notations and records shall be prima facie evidence (absent manifest error) shall be conclusive evidence of the subject matter thereof; providedprincipal amount thereof owing and unpaid, however, that but the failure to make record any such notations amount, or maintain any such records error therein, shall not limit or otherwise affect any Obligations the obligations of the Borrower. The Borrower hereby agrees to promptly execute and deliver a new Lender Note upon hereunder or under any assignment to a new Lender effected in accordance with Section 13.4 of this Loan Agreement, and each Lender making an assignment of all or any portion of its Lender Note will either (i) if such assignment is an assignment of its entire Lender Note, deliver its Lender Note to the Borrower for termination and cancellation effective upon Borrower’s execution and delivery make payment of principal of or interest on such new Loans when due. At any time (including to replace any Lender Note to that has been destroyed or lost) when any Lender requests the assignee thereof or (ii) if such assignment is an assignment in part of such Lender Note, deliver its Lender Note to the Borrower for termination and cancellation effective upon Borrower’s execution and delivery of a new Lender Note to evidence any of its Loans, the assignee thereof Borrower shall promptly execute and deliver to such Lender the Lender Note in the appropriate amount or amounts to evidence such Loans; provided, for the avoidance of doubt, that, other than in the case of a substitute or replacement Lender Note to replace a Lender Note that has been destroyed or lost, only one Lender Note shall be issued to any Lender and the Loan Agent shall not deliver a new Lender Note to any requesting Lender until such Lender surrenders the Lender Note currently held by such Lender; provided, further that, in the case of a substitute or replacement Lender Note, the Borrowers and the Loan Agent shall have received from such requesting Lender (i) evidence to their reasonable satisfaction of the destruction, loss or theft of any Lender Note and (ii) there is delivered to the Borrowers, the Loan Agent, the Collateral Trustee and the Transfer Agent such security or indemnity as may be required by them to save each of them harmless, then, in the absence of notice to the Borrowers, the Loan Agent, the Collateral Trustee and/or such Transfer Agent that such Lender Note has been acquired by a “protected purchaser” (within the meaning of Section 8-303 of the UCC), the Borrowers shall execute and, upon receipt of such executed Lender Note, the Collateral Trustee shall deliver to the Holder, in lieu of any such mutilated, defaced, destroyed, lost or stolen Lender Note, the new Lender Note, of like tenor (including the same date of issuance) and equal principal or face amount, registered in the same manner, dated the date of its issuance, bearing interest from the date to which interest has been paid on the mutilated, defaced, destroyed, lost or stolen Lender Note and bearing a number not contemporaneously outstanding; provided, further that, in connection with the Stated Maturity or Redemption Date of the Loans, each Lender shall surrender the Lender Notes to the Loan Agent for payment of the Redemption Price or final payment of principal of such Loans in accordance with the Priority of Payments. Such surrender shall occur either at the address specified herein for the Loan Agent or, with respect to any Redemption Date, in accordance with the redemption notice delivered pursuant to Section 9.4 of the Indenture. If, after delivery of such new Lender Note, a protected purchaser of the predecessor Lender Note presents for payment, transfer or exchange such predecessor Lender Note, the Borrowers, the Collateral Trustee and such Transfer Agent shall be entitled to recover such new Lender Note from the Person to whom it was delivered or any Person taking therefrom, and shall be entitled to recover upon the security or indemnity provided therefor to the extent of any loss, damage, cost or expense incurred by the Borrowers, the Collateral Trustee and such Transfer Agent in connection therewith. In case any such mutilated, defaced, destroyed, lost or stolen Lender Note has become due and payable, the Borrowers in their discretion may, instead of issuing a new Lender Note pay such Lender Note without requiring surrender thereof except that any mutilated or defaced Lender Note shall be surrendered. Upon the issuance of any new Note under this Section 3.2, the Borrowers may require the payment by the Lender thereof of a sum sufficient to cover any tax or other governmental charge that may be imposed in relation thereto and any other expenses (including the fees and expenses of the Collateral Trustee) connected therewith. All Lender Notes surrendered for payment, registration of transfer, conversion, exchange or redemption, or mutilated, defaced or deemed lost or stolen, shall be promptly canceled by the Loan Agent and may not be reissued or resold. No Lender Note may be surrendered (including any surrender in connection with any abandonment, donation, gift, contribution or other event or circumstance) except for payment as provided herein, or for registration of transfer, exchange, conversion or redemption, or for replacement in connection with any Lender Note mutilated, defaced or deemed lost or stolen. Any such Lender Note shall, if surrendered to any Person other than the Loan Agent, be delivered to the Loan Agent. All canceled Lender Notes held by the Loan Agent shall be destroyed or held by the Loan Agent in accordance with its standard retention policy unless the Borrowers shall direct by an Issuer Order received prior to destruction that they be returned to it. The provisions of this Section 3.2 are exclusive and shall preclude (to the extent lawful) all other rights and remedies with respect to the replacement or payment of mutilated, defaced, destroyed, lost or stolen Lender Notes.
Appears in 1 contract
Lender Notes. With respect (i) On the Closing Date, the Borrower shall, to each the extent requested by any Lender, (i) sign a Lender Note in the Advances made by name of such Lender in the principal amount equal to the Borrower such L▇▇▇▇▇’s Commitment, which Lender Notes shall be evidenced by a single promissory note executed by in Registered Form and dated the Borrower (as the same may be amended, modified, extended or replaced from time to time, a “Lender Note” Closing Date and collectively, the “Lender Notes”) substantially in the form of Exhibit B hereto, A (a “Lender Note”) and (ii) deliver such Lender Note to such Lender (with appropriate insertions a copy to reflect Advances (or portion thereof) actually funded the Loan Agent). If requested by such the Lead Lender, the related applicable interest rates thereof and related repayments and appropriate revisions Borrower shall obtain (or shall instruct an agent by separate written agreement to reflect assignments effected in accordance with Section 13.4 obtain on its behalf) a CUSIP or other loan identification number that is customary for the nature of this the Loan Agreement, payable made hereunder. To the extent the Lead Lender does not elect to such Lender. For the avoidance of doubt, any Protective Advances made by receive a Lender shall not be required Note, the Loan Agent shall, upon instruction of the Borrower, deliver to be evidenced the Lead Lender a Confirmation of Registration in its Lender Note and the Administrative Agent’s records shall constitute conclusive evidence that such Protective Advances have been made. form of Exhibit C hereto.
(ii) The Borrower hereby irrevocably authorizes each Lender the Loan Agent to make (or cause to be made) appropriate notations on the grid attached to its Lender Note (or on any continuation of such grid) or at such Lender’s option, in the records of such Lenderinternal records, which notations, if made, notations shall evidence, inter alia, the date of, the outstanding principal ofand Aggregate Outstanding Amount of each Loan, and the interest rates and related Loan Interest Periods applicable to the Advances Rate. The notations on such internal records made by such Lender and related repayments and appropriate revisions to reflect assignments effected in accordance with Section 13.4 of this the Loan Agreement. Such notations and records Agent shall be prima facie evidence (absent manifest error) shall be conclusive evidence of the subject matter thereof; providedprincipal amount thereof (and the stated interest thereon) owing and unpaid, however, that but the failure to make record any such notations amount, or maintain any such records error therein, shall not limit or otherwise affect any Obligations the obligations of the BorrowerBorrower hereunder or under any applicable Lender Note to make payment of principal of or interest on the Loan when due. The If the Lender Note has been mutilated, defaced, destroyed or lost, the Borrower hereby agrees to shall, if requested by the applicable Lender, promptly execute and deliver to such Lender a new Lender Note; provided that for the avoidance of doubt, other than in the case of a replacement Lender Note to replace a Lender Note that has been mutilated, defaced, destroyed or lost, only one Lender Note shall be issued to any Lender and the Borrower shall not deliver a new Lender Note upon any assignment to until the Lender Note has been mutilated, defaced, destroyed or lost and the applicable Lender has requested a new Lender effected in accordance with Section 13.4 of this Loan AgreementNote, and each Lender making an assignment in which case the Borrower shall deliver to the Holders, in lieu of all the mutilated, defaced, destroyed, lost or any portion of its Lender Note will either (i) if such assignment is an assignment of its entire stolen Lender Note, such new Lender Note; provided further that in the case of a Lender Note claimed to have been destroyed or lost, the Borrower shall not deliver a new Lender Note until it has received evidence reasonably satisfactory to it that such Lender Note has been so destroyed or lost; provided further that such new Lender Note shall be of like tenor (including the same date of issuance) and equal principal or face amount, registered in the same manner, dated the date of its issuance, bearing interest from the date to which interest has been paid on the mutilated, defaced, destroyed, lost or stolen Lender Note and bearing a number not contemporaneously outstanding; provided further, that, in connection with the Stated Maturity Date of the Loan, each Lender shall surrender its Lender Note to the Borrower for termination and cancellation effective upon Borrower’s execution and payment of the Redemption Price or final payment of principal of the Loans in accordance with the Priority of Payments. Such surrender shall occur either at the address specified herein for the Borrower or, with respect to any Redemption Date, in accordance with the redemption notice delivered pursuant to the Indenture. If, after delivery of such new Lender Note, a protected purchaser of the predecessor Lender Note to the assignee thereof presents for payment, transfer or (ii) if exchange, such assignment is an assignment in part of such predecessor Lender Note, deliver its the Borrower, the Trustee and the Loan Agent shall be entitled to recover the new Lender Note from the Person to whom it was delivered or any Person taking therefrom, and shall be entitled to recover upon the security or indemnity provided therefor to the extent of any loss, damage, cost or expense incurred by the Borrower, the Trustee and the Loan Agent in connection therewith. In case the mutilated, defaced, destroyed, lost or stolen Lender Note has become due and payable, the Borrower for termination and cancellation effective upon Borrowerin its discretion (but subject to the Lead Lender’s execution and delivery right to request a new Lender Note) may, instead of issuing a new Lender Note to pay such Lender Note without requiring surrender thereof, except that any mutilated or defaced Lender Note shall be surrendered. Upon the assignee thereof and a issuance of any new Lender Note under this Section 3.2, the Borrower may require the payment by the Lender thereof of a sum sufficient to such Lendercover any tax or other governmental charge that may be imposed in relation thereto and any other expenses (including, as applicable, the fees and expenses of the Trustee and the Loan Agent) connected therewith. If the Lender Note is surrendered for payment, registration of transfer, conversion, exchange or redemption, or mutilated, defaced or deemed lost or stolen, it shall be promptly canceled by the Borrower and may not be reissued or resold. The Lender Note may not be surrendered (including any surrender in connection with any abandonment, donation, gift, contribution or other event or circumstance) except for payment as provided herein, or for registration of transfer, exchange, conversion or redemption, or for replacement in connection with any Lender Note mutilated, defaced or deemed lost or stolen. The Lender Note shall, if surrendered to any Person other than the Borrower, be delivered to the Borrower. If the Lender Note is canceled and held by the Borrower, it shall be destroyed or held by the Borrower in accordance with its standard retention policy. The provisions of this Section 3.2 are exclusive and shall preclude (to the extent lawful) all other rights and remedies with respect to the replacement or payment of mutilated, defaced, destroyed, lost or stolen Lender Notes.
Appears in 1 contract
Lender Notes. With respect to each Lender, the Advances Each Loan made by such a Lender to the Borrower shall be evidenced by (i) if a single Revolving Loan, a promissory note executed by payable to the Borrower (as order of such Lender in a maximum principal amount equal to such Lender's Revolving Percentage of the same may Total Revolving Commitments and shall be amended, modified, extended or replaced from time to time, a “Lender Note” dated the Closing Date and collectively, the “Lender Notes”) substantially in the form of Exhibit B heretoB-1 (a "Revolving Note") and (ii) if a Swingline Loan, with appropriate insertions to reflect Advances (or portion thereof) actually funded by such Lender, the related applicable interest rates thereof and related repayments and appropriate revisions to reflect assignments effected in accordance with Section 13.4 of this Loan Agreement, a promissory note payable to such Lender. For the avoidance order of doubtthe applicable Swingline Lender in a maximum principal amount equal to the Maximum Swingline Amount (on a Dollar Equivalent basis, any Protective Advances made by in the case of the promissory note relating to Swingline Loans denominated in Euros) and dated the Closing Date and substantially in the form of Exhibit B-2 (a Lender shall not be required to be evidenced in its Lender Note and the Administrative Agent’s records shall constitute conclusive evidence that such Protective Advances have been made"Swingline Note"). The Borrower hereby irrevocably authorizes each Lender to make (or cause to be made) appropriate notations on the grid attached to its respective Lender Note (or on any a continuation of such grid) or at grid attached to such Lender’s option, in the records of such LenderLender Note and made a part thereof), which notations, if made, notations shall evidence, inter alia, the date of, the outstanding principal amount of, and the interest rates rate applicable to, the Loans evidenced thereby. The notations on each such grid (and Interest Periods applicable to on each such continuation) indicating the Advances outstanding principal amount of the Loans made by such Lender and related repayments and appropriate revisions to reflect assignments effected in accordance with Section 13.4 of this Loan Agreement. Such notations and records shall be prima facie evidence (absent manifest error) shall be conclusive evidence of the subject matter thereof; providedprincipal amount thereof owing and unpaid, however, that but the failure to make record any such notations amount on such grid (or maintain any on such records continuation) shall not limit or otherwise affect any Obligations the obligations of the Borrower. The Borrower hereby agrees to promptly execute and deliver a new hereunder or under any Lender Note upon to make payment of the principal of or interest on such Loans when due. Notwithstanding the foregoing or any assignment to a new Lender effected in accordance with Section 13.4 other provision of this Loan Agreement, a Lender may, by written request to the Borrower and each Lender making an assignment of all or any portion of the Administrative Agent, elect not to have its Lender Note will either (i) if such assignment is an assignment of its entire Loans evidenced by a Lender Note, deliver its Lender Note to the Borrower for termination and cancellation effective upon Borrower’s execution and delivery of such new Lender Note to the assignee thereof or (ii) if such assignment is an assignment in part of which case Loans made by such Lender Note, deliver its Lender Note to shall be evidenced solely by the Borrower for termination and cancellation effective upon Borrower’s execution and delivery of a new Lender Note to the assignee thereof and a new Lender Note to such LenderRegister.
Appears in 1 contract
Sources: Credit Agreement (Tennenbaum Opportunities Partners V, LP)
Lender Notes. With respect to each Lender, the Advances made by such Lender to the Borrower shall be evidenced by a single promissory note executed by the Borrower (as the same may be amended, modified, extended or replaced from time to time, a “Lender Note” and collectively, the “Lender Notes”) substantially in the form of Exhibit B hereto, with appropriate insertions to reflect Advances (or portion thereof) actually funded by such Lender, the related applicable interest rates thereof and related repayments and appropriate revisions to reflect assignments effected in accordance with Section 13.4 of this Loan Agreement, payable to such Lender. For the avoidance of doubt, any Protective Advances made by a Lender shall not be required to be evidenced in its Lender Note and the Administrative Agent’s records shall constitute conclusive evidence that such Protective Advances have been made. The Borrower hereby irrevocably authorizes each Lender to make (or cause to be made) appropriate notations on the grid attached to its Lender Note (or on any continuation of such grid) or at such Lender’s option, in the records of such Lender, which notations, if made, shall evidence, inter alia, the date of, the outstanding principal of, and the interest rates and Interest Periods applicable to the Advances made by such Lender and related repayments and appropriate revisions to reflect assignments effected in accordance with Section 13.4 of this Loan Agreement. Such notations and records (absent manifest error) shall be conclusive evidence of the subject matter thereof; provided, however, that the failure to make any such notations or maintain any such records shall not limit or otherwise affect any Obligations of the Borrower. The Borrower hereby agrees to promptly execute and deliver a new Lender Note (x) upon any assignment of such Lender's Lender Note to a new Lender effected in accordance with Section 13.4 of this Loan AgreementAgreement or (y) on or after August 1, 2022, at any time at the reasonable request of an existing Lender, and each Lender making an assignment of all or any portion of its Lender Note will either (i) if such assignment is an assignment of its entire Lender NoteNote or is in respect of the issuance of a new Lender Note to such existing Lender pursuant to clause (y), deliver its Lender Note to the Borrower for termination and cancellation effective upon Borrower’s execution and delivery of such new Lender Note to the assignee thereof or such existing Lender, respectively, or (ii) if such assignment is an assignment in part of such Lender Note, deliver its Lender Note to the Borrower for termination and cancellation effective upon Borrower’s execution and delivery of a new Lender Note to the assignee thereof and a new Lender Note to such Lender.
Appears in 1 contract
Lender Notes. With respect (a) On the Loan Date to each the extent requested by any Lender, the Advances made by Borrowers shall (i) sign a Lender Note in the name of such Lender in a maximum principal amount equal to such Lender’s Percentage of the Borrower Aggregate Commitments, which such Lender Notes shall be evidenced by a single promissory note executed by dated the Borrower (as the same may be amended, modified, extended or replaced from time to time, a “Lender Note” Loan Date and collectively, the “Lender Notes”) substantially in the form of Exhibit B hereto, A (a “Lender Note”) and (ii) deliver such Lender Note to such Lender (with appropriate insertions a copy to reflect Advances (or portion thereof) actually funded the Loan Agent). If requested by such any Lender, the related applicable interest rates thereof and related repayments and appropriate revisions Borrower shall obtain a CUSIP or other loan identification number that is customary for the nature of the Loans made hereunder. To the extent any Lender does not elect to reflect assignments effected in accordance with Section 13.4 receive a Lender Note, the Registrar shall, upon instruction of this Loan Agreementthe Borrower, payable deliver to such Lender. For Lender a Confirmation of Registration in the avoidance form of doubt, any Protective Advances made by a Lender shall not be required to be evidenced in its Lender Note and the Administrative Agent’s records shall constitute conclusive evidence that such Protective Advances have been made. Exhibit D hereto.
(b) The Borrower hereby irrevocably authorizes each Lender the Loan Agent to make (or cause to be made) appropriate notations on the grid attached to its Lender Note (or on any continuation of such grid) or at such Lender’s option, in the records of such Lenderinternal records, which notations, if made, notations shall evidence, inter alia, the date of, the outstanding principal Aggregate Outstanding Amount of, and the interest rates and Interest Periods Rate applicable to to, the Advances Loans evidenced thereby. The notations on such internal records indicating the Aggregate Outstanding Amount of the Loans made by such Lender and related repayments and appropriate revisions to reflect assignments effected in accordance with Section 13.4 of this Loan Agreement. Such notations and records shall be prima facie evidence (absent manifest error) shall be conclusive evidence of the subject matter thereof; providedprincipal amount thereof owing and unpaid, however, that but the failure to make record any such notations amount, or maintain any such records error therein, shall not limit or otherwise affect any Obligations the obligations of the Borrower. The Borrower hereby agrees to promptly execute and deliver a new Lender Note upon hereunder or under any assignment to a new Lender effected in accordance with Section 13.4 of this Loan Agreement, and each Lender making an assignment of all or any portion of its Lender Note will either (i) if such assignment is an assignment of its entire Lender Note, deliver its Lender Note to the Borrower for termination and cancellation effective upon Borrower’s execution and delivery make payment of principal of or interest on such new Loans when due. At any time (including to replace any Lender Note to that has been destroyed or lost) when any Lender requests the assignee thereof or (ii) if such assignment is an assignment in part of such Lender Note, deliver its Lender Note to the Borrower for termination and cancellation effective upon Borrower’s execution and delivery of a new Lender Note to evidence any of its Loans, the assignee thereof Borrower shall promptly execute and deliver to such Lender the Lender Note in the appropriate amount or amounts to evidence such Loans; provided, for the avoidance of doubt, that, other than in the case of a substitute or replacement Lender Note to replace a Lender Note that has been destroyed or lost, only one Lender Note shall be issued to any Lender and the Loan Agent shall not deliver a new Lender Note to any requesting Lender until such Lender surrenders the Lender Note currently held by such Lender; provided, further, that, in the case of a substitute or replacement Lender Note, the Borrowers and the Loan Agent shall have received from such requesting Lender (i) evidence to their reasonable satisfaction of the destruction, loss or theft of any Lender Note and (ii) there is delivered to the Borrowers, the Loan Agent, the Trustee and the Transfer Agent such security or indemnity as may be required by them to save each of them harmless, then, in the absence of notice to the Borrowers, the Loan Agent, the Trustee and/or such Transfer Agent that such Lender Note has been acquired by a “protected purchaser” (within the meaning of Section 8-303 of the UCC), the Borrowers shall execute and, upon receipt of such executed Lender Note, the Trustee shall deliver to the Holder, in lieu of any such mutilated, defaced, destroyed, lost or stolen Lender Note, the new Lender Note, of like tenor (including the same date of issuance) and equal principal or face amount, registered in the same manner, dated the date of its issuance, bearing interest from the date to which interest has been paid on the mutilated, defaced, destroyed, lost or stolen Lender Note; provided, further, that, in connection with the Stated Maturity or Redemption Date of the Loans, each Lender shall surrender the Lender Notes to the Loan Agent for payment of the Redemption Price or final payment of principal of such Loans in accordance with the Priority of Payments. Such surrender shall occur either at the address specified herein for the Loan Agent or, with respect to any Redemption Date, in accordance with the redemption notice delivered pursuant to Section 9.4 of the Indenture. If, after delivery of such new Lender Note, a protected purchaser of the predecessor Lender Note presents for payment, transfer or exchange such predecessor Lender Note, the Borrowers, the Trustee, the Loan Agent and such Transfer Agent shall be entitled to recover such new Lender Note from the Person to whom it was delivered or any Person taking therefrom, and shall be entitled to recover upon the security or indemnity provided therefor to the extent of any loss, damage, cost or expense incurred by the Borrowers, the Trustee, the Loan Agent and such Transfer Agent in connection therewith. In case any such mutilated, defaced, destroyed, lost or stolen Lender Note has become due and payable, the Borrowers in their discretion may, instead of issuing a new Lender Note pay such Lender Note without requiring surrender thereof except that any mutilated or defaced Lender Note shall be surrendered. Upon the issuance of any new Note under this Section 3.2, the Borrowers may require the payment by the Lender thereof of a sum sufficient to cover any tax or other governmental charge that may be imposed in relation thereto and any other expenses (including the fees and expenses of the Trustee and the Loan Agent) connected therewith. All Lender Notes surrendered for payment, registration of transfer, exchange or redemption, or mutilated, defaced or deemed lost or stolen, shall be promptly canceled by the Loan Agent and may not be reissued or resold. No Lender Note may be surrendered (including any surrender in connection with any abandonment, donation, gift, contribution or other event or circumstance) except for payment as provided herein, or for registration of transfer, exchange, conversion or redemption, or for replacement in connection with any Lender Note mutilated, defaced or deemed lost or stolen. Any such Lender Note shall, if surrendered to any Person other than the Loan Agent, be delivered to the Loan Agent. All canceled Lender Notes held by the Loan Agent shall be destroyed or held by the Loan Agent in accordance with its standard retention policy unless the Borrowers shall direct by an Issuer Order received prior to destruction that they be returned to it. The provisions of this Section 3.2 are exclusive and shall preclude (to the extent lawful) all other rights and remedies with respect to the replacement or payment of mutilated, defaced, destroyed, lost or stolen Lender Notes.
Appears in 1 contract
Sources: Credit Agreement (PennantPark Floating Rate Capital Ltd.)
Lender Notes. With respect (a) On the Loan Date to each the extent requested by any Lender, the Advances made by Borrower shall (i) sign a Lender Note in the name of such Lender in a maximum principal amount equal to such Lender’s Percentage of the Borrower Aggregate Commitments, which such Lender Notes shall be evidenced by a single promissory note executed by dated the Borrower (as the same may be amended, modified, extended or replaced from time to time, a “Lender Note” Loan Date and collectively, the “Lender Notes”) substantially in the form of Exhibit B hereto, A (a “Lender Note”) and (ii) deliver such Lender Note to such Lender (with appropriate insertions a copy to reflect Advances (or portion thereof) actually funded the Loan Agent). If requested by such any Lender, the related applicable interest rates thereof and related repayments and appropriate revisions Borrower shall obtain a CUSIP or other loan identification number that is customary for the nature of the Loans made hereunder. To the extent any Lender does not elect to reflect assignments effected in accordance with Section 13.4 receive a Lender Note, the Registrar shall, upon instruction of this Loan Agreementthe Borrower, payable deliver to such Lender. For Lender a Confirmation of Registration in the avoidance form of doubt, any Protective Advances made by a Lender shall not be required to be evidenced in its Lender Note and the Administrative Agent’s records shall constitute conclusive evidence that such Protective Advances have been made. Exhibit D hereto.
(b) The Borrower hereby irrevocably authorizes each Lender the Loan Agent to make (or cause to be made) appropriate notations on the grid attached to its Lender Note (or on any continuation of such grid) or at such Lender’s option, in the records of such Lenderinternal records, which notations, if made, notations shall evidence, inter alia, the date of, the outstanding principal Aggregate Outstanding Amount of, and the interest rates and Interest Periods Rate applicable to to, the Advances Loans evidenced thereby. The notations on such internal records indicating the Aggregate Outstanding Amount of the Loans made by such Lender and related repayments and appropriate revisions to reflect assignments effected in accordance with Section 13.4 of this Loan Agreement. Such notations and records shall be prima facie evidence (absent manifest error) shall be conclusive evidence of the subject matter thereof; providedprincipal amount thereof owing and unpaid, however, that but the failure to make record any such notations amount, or maintain any such records error therein, shall not limit or otherwise affect any Obligations the obligations of the Borrower. The Borrower hereby agrees to promptly execute and deliver a new Lender Note upon hereunder or under any assignment to a new Lender effected in accordance with Section 13.4 of this Loan Agreement, and each Lender making an assignment of all or any portion of its Lender Note will either (i) if such assignment is an assignment of its entire Lender Note, deliver its Lender Note to the Borrower for termination and cancellation effective upon Borrower’s execution and delivery make payment of principal of or interest on such new Loans when due. At any time (including to replace any Lender Note to that has been mutilated, defaced, destroyed, lost or stolen) when any Lender requests the assignee thereof or (ii) if such assignment is an assignment in part of such Lender Note, deliver its Lender Note to the Borrower for termination and cancellation effective upon Borrower’s execution and delivery of a new Lender Note to evidence any of its Loans, the assignee thereof Borrower shall promptly execute and deliver to such Lender the Lender Note in the appropriate amount or amounts to evidence such Loans; provided, for the avoidance of doubt, that, other than in the case of a substitute or replacement Lender Note to replace a Lender Note that has been mutilated, defaced, destroyed, lost or stolen, only one Lender Note shall be issued to any Lender and the Loan Agent shall not deliver a new Lender Note to any requesting Lender until such Lender surrenders the Lender Note currently held by such Lender; provided, further, that, in the case of a substitute or replacement Lender Note, the Borrower and the Loan Agent shall have received from such requesting Lender (i) evidence to their reasonable satisfaction of the destruction, loss or theft of any Lender Note and (ii) there is delivered to the Borrower, the Loan Agent, the Collateral Trustee and the Transfer Agent such security or indemnity as may be required by them to save each of them harmless, then, in the absence of notice to the Borrower, the Loan Agent, the Collateral Trustee and/or such Transfer Agent that such Lender Note has been acquired by a “protected purchaser” (within the meaning of Section 8-303 of the UCC), the Borrower shall execute and, upon receipt of such executed Lender Note, the Loan Agent shall deliver to the Holder, in lieu of any such mutilated, defaced, destroyed, lost or stolen Lender Note, the new Lender Note, of like tenor (including the same date of issuance) and equal principal or face amount, registered in the same manner, dated the date of its issuance, bearing interest from the date to which interest has been paid on the mutilated, defaced, destroyed, lost or stolen Lender Note; provided, further, that, in connection with the Stated Maturity or Redemption Date of the Loans, each Lender shall surrender the Lender Notes to the Loan Agent for payment of the Redemption Price or final payment of principal of such Loans in accordance with the Priority of Payments. Such surrender shall occur either at the address specified herein for the Loan Agent or, with respect to any Redemption Date, in accordance with the redemption notice delivered pursuant to Section 9.4 of the Indenture. If, after delivery of such new Lender Note, a protected purchaser of the predecessor Lender Note presents for payment, transfer or exchange such predecessor Lender Note, the Borrower, the Collateral Trustee, the Loan Agent and such Transfer Agent shall be entitled to recover such new Lender Note from the Person to whom it was delivered or any Person taking therefrom, and shall be entitled to recover upon the security or indemnity provided therefor to the extent of any loss, damage, cost or expense incurred by the Borrower, the Collateral Trustee, the Loan Agent and such Transfer Agent in connection therewith. In case any such mutilated, defaced, destroyed, lost or stolen Lender Note has become due and payable, the Borrower in its discretion may, instead of issuing a new Lender Note pay such Lender Note without requiring surrender thereof except that any mutilated or defaced Lender Note shall be surrendered. Upon the issuance of any new Lender Note under this Section 3.2, the Borrower may require the payment by the Lender thereof of a sum sufficient to cover any tax or other governmental charge that may be imposed in relation thereto and any other expenses (including the fees and expenses of the Collateral Trustee and the Loan Agent) connected therewith. All Lender Notes surrendered for payment, registration of transfer, conversion, exchange or redemption, or mutilated, defaced or deemed lost or stolen, shall be promptly canceled by the Loan Agent and may not be reissued or resold. No Lender Note may be surrendered (including any surrender in connection with any abandonment, donation, gift, contribution or other event or circumstance) except for payment as provided herein, or for registration of transfer, exchange, conversion or redemption, or for replacement in connection with any Lender Note mutilated, defaced or deemed lost or stolen. Any such Lender Note shall, if surrendered to any Person other than the Loan Agent, be delivered to the Loan Agent. All canceled Lender Notes held by the Loan Agent shall be destroyed or held by the Loan Agent in accordance with its standard retention policy unless the Borrower shall direct by a Borrower Order received prior to destruction that they be returned to it. The provisions of this Section 3.2 are exclusive and shall preclude (to the extent lawful) all other rights and remedies with respect to the replacement or payment of mutilated, defaced, destroyed, lost or stolen Lender Notes.
Appears in 1 contract
Lender Notes. With respect (a) On the Loan Date to each the extent requested by any Lender, the Advances made by Borrowers shall (i) sign a Lender Note in the name of such Lender in a maximum principal amount equal to such Lender’s Percentage of the Borrower Aggregate Commitments, which such Lender Notes shall be evidenced by a single promissory note executed by dated the Borrower (as the same may be amended, modified, extended or replaced from time to time, a “Lender Note” Loan Date and collectively, the “Lender Notes”) substantially in the form of Exhibit B hereto, A (a “Lender Note”) and (ii) deliver such Lender Note to such Lender (with appropriate insertions a copy to reflect Advances (or portion thereof) actually funded the Loan Agent). If requested by such any Lender, the related applicable interest rates thereof and related repayments and appropriate revisions Borrower shall obtain a CUSIP or other loan identification number that is customary for the nature of the Loans made hereunder. To the extent any Lender does not elect to reflect assignments effected in accordance with Section 13.4 receive a Lender Note, the Registrar shall, upon instruction of this Loan Agreementthe Borrower, payable deliver to such Lender. For Lender a Confirmation of Registration in the avoidance form of doubt, any Protective Advances made by a Lender shall not be required to be evidenced in its Lender Note and the Administrative Agent’s records shall constitute conclusive evidence that such Protective Advances have been made. Exhibit C hereto.
(b) The Borrower hereby irrevocably authorizes each Lender the Loan Agent to make (or cause to be made) appropriate notations on the grid attached to its Lender Note (or on any continuation of such grid) or at such Lender’s option, in the records of such Lenderinternal records, which notations, if made, notations shall evidence, inter alia, the date of, the outstanding principal Aggregate Outstanding Amount of, and the interest rates and Interest Periods Rate applicable to to, the Advances Loans evidenced thereby. The notations on such internal records indicating the Aggregate Outstanding Amount of the Loans made by such Lender and related repayments and appropriate revisions to reflect assignments effected in accordance with Section 13.4 of this Loan Agreement. Such notations and records shall be prima facie evidence (absent manifest error) shall be conclusive evidence of the subject matter thereof; providedprincipal amount thereof owing and unpaid, however, that but the failure to make record any such notations amount, or maintain any such records error therein, shall not limit or otherwise affect any Obligations the obligations of the Borrower. The Borrower hereby agrees to promptly execute and deliver a new Lender Note upon hereunder or under any assignment to a new Lender effected in accordance with Section 13.4 of this Loan Agreement, and each Lender making an assignment of all or any portion of its Lender Note will either (i) if such assignment is an assignment of its entire Lender Note, deliver its Lender Note to the Borrower for termination and cancellation effective upon Borrower’s execution and delivery make payment of principal of or interest on such new Loans when due. At any time (including to replace any Lender Note to that has been destroyed or lost) when any Lender requests the assignee thereof or (ii) if such assignment is an assignment in part of such Lender Note, deliver its Lender Note to the Borrower for termination and cancellation effective upon Borrower’s execution and delivery of a new Lender Note to evidence any of its Loans, the assignee thereof Borrower shall promptly execute and deliver to such Lender the Lender Note in the appropriate amount or amounts to evidence such Loans; provided, for the avoidance of doubt, that, other than in the case of a substitute or replacement Lender Note to replace a Lender Note that has been destroyed or lost, only one Lender Note shall be issued to any Lender and the Borrower shall not deliver or cause to be delivered a new Lender Note to any requesting Lender until such Lender surrenders the Lender Note currently held by such Lender; provided, further that, in the case of a substitute or replacement Lender Note, the Borrowers and the Loan Agent shall have received from such requesting Lender (i) evidence to their reasonable satisfaction of the destruction, loss or theft of any Lender Note and (ii) there is delivered to the Borrowers, the Loan Agent, the Collateral Trustee and the Transfer Agent such security or indemnity as may be required by them to save each of them harmless, then, in the absence of notice to the Borrowers, the Loan Agent, the Collateral Trustee and/or such Transfer Agent that such Lender Note has been acquired by a Protected Purchaser, the Borrowers shall execute and, upon receipt of such executed Lender Note, the Loan Agent shall deliver to the Holder, in lieu of any such mutilated, defaced, destroyed, lost or stolen Lender Note, the new Lender Note, of like tenor (including the same date of issuance) and equal principal or face amount, registered in the same manner, dated the date of its issuance, bearing interest from the date to which interest has been paid on the mutilated, defaced, destroyed, lost or stolen Lender Note and bearing a number not contemporaneously outstanding; provided, further that, in connection with the Stated Maturity or Redemption Date of the Loans, each Lender shall surrender the Lender Notes to the Loan Agent for payment of the Redemption Price or final payment of principal of such Loans in accordance with the Priority of Distributions. Such surrender shall occur either at the address specified herein for the Loan Agent or, with respect to any Redemption Date, in accordance with the redemption notice delivered pursuant to Section 9.4 of the Indenture. If, after delivery of such new Lender Note, a Protected Purchaser of the predecessor Lender Note presents for payment, transfer or exchange such predecessor Lender Note, the Borrowers, the Collateral Trustee, the Loan Agent and such Transfer Agent shall be entitled to recover such new Lender Note from the Person to whom it was delivered or any Person taking therefrom, and shall be entitled to recover upon the security or indemnity provided therefor to the extent of any loss, damage, cost or expense incurred by the Borrowers, the Collateral Trustee, the Loan Agent and such Transfer Agent in connection therewith. In case any such mutilated, defaced, destroyed, lost or stolen Lender Note has become due and payable, the Borrowers in their discretion may, instead of issuing a new Lender Note pay such Lender Note without requiring surrender thereof except that any mutilated or defaced Lender Note shall be surrendered. Upon the issuance of any new Lender Note under this Section 3.2, the Borrowers may require the payment by the Lender thereof of a sum sufficient to cover any tax or other governmental charge that may be imposed in relation thereto and any other expenses (including the fees and expenses of the Collateral Trustee and the Loan Agent) connected therewith. All Lender Notes surrendered for payment, registration of transfer, conversion, exchange or redemption, or mutilated, defaced or deemed lost or stolen, shall be promptly canceled by the Loan Agent and may not be reissued or resold. No Lender Note may be surrendered (including any surrender in connection with any abandonment, donation, gift, contribution or other event or circumstance) except for payment as provided herein, or for registration of transfer, exchange, conversion or redemption, or for replacement in connection with any Lender Note mutilated, defaced or deemed lost or stolen. Any such Lender Note shall, if surrendered to any Person other than the Loan Agent, be delivered to the Loan Agent. All canceled Lender Notes held by the Loan Agent shall be destroyed or held by the Loan Agent in accordance with its standard retention policy unless the Borrowers shall direct by an Issuer Order received prior to destruction that they be returned to it. The provisions of this Section 3.2 are exclusive and shall preclude (to the extent lawful) all other rights and remedies with respect to the replacement or payment of mutilated, defaced, destroyed, lost or stolen Lender Notes.
Appears in 1 contract
Sources: Credit Agreement (Bain Capital Specialty Finance, Inc.)
Lender Notes. With respect (a) On the Loan Date to each the extent requested by any Lender, the Advances made by Borrower shall (i) sign a Lender Note in the name of such Lender in a maximum principal amount equal to such Lender’s Percentage of the Borrower Aggregate Commitments, which such Lender Notes shall be evidenced by a single promissory note executed by dated the Borrower (as the same may be amended, modified, extended or replaced from time to time, a “Lender Note” Loan Date and collectively, the “Lender Notes”) substantially in the form of Exhibit B hereto, A (a “Lender Note”) and (ii) deliver such Lender Note to such Lender (with appropriate insertions a copy to reflect Advances (or portion thereof) actually funded the Loan Agent). If requested by such any Lender, the related applicable interest rates thereof and related repayments and appropriate revisions Borrower shall obtain a CUSIP or other loan identification number that is customary for the nature of the Loans made hereunder. To the extent any Lender does not elect to reflect assignments effected in accordance with Section 13.4 receive a Lender Note, the Loan Agent shall, upon instruction of this Loan Agreementthe Borrower, payable deliver to such Lender. For Lender a Confirmation of Registration in the avoidance form of doubt, any Protective Advances made by a Lender shall not be required to be evidenced in its Lender Note and the Administrative Agent’s records shall constitute conclusive evidence that such Protective Advances have been made. Exhibit D hereto.
(b) The Borrower hereby irrevocably authorizes each Lender the Loan Agent to make (or cause to be made) appropriate notations on the grid attached to its Lender Note (or on any continuation of such grid) or at such Lender’s option, in the records of such Lenderinternal records, which notations, if made, notations shall evidence, inter alia, the date of, the outstanding principal Aggregate Outstanding Amount of, and the interest rates and Interest Periods Rate applicable to to, the Advances Loans evidenced thereby. The notations on such internal records indicating the Aggregate Outstanding Amount of the Loans made by such Lender and related repayments and appropriate revisions to reflect assignments effected in accordance with Section 13.4 of this Loan Agreement. Such notations and records shall be prima facie evidence (absent manifest error) shall be conclusive evidence of the subject matter thereof; providedprincipal amount thereof owing and unpaid, however, that but the failure to make record any such notations amount, or maintain any such records error therein, shall not limit or otherwise affect any Obligations the obligations of the Borrower. The Borrower hereby agrees to promptly execute and deliver a new Lender Note upon hereunder or under any assignment to a new Lender effected in accordance with Section 13.4 of this Loan Agreement, and each Lender making an assignment of all or any portion of its Lender Note will either (i) if such assignment is an assignment of its entire Lender Note, deliver its Lender Note to the Borrower for termination and cancellation effective upon Borrower’s execution and delivery make payment of principal of or interest on such new Loans when due. At any time (including to replace any Lender Note to that has been destroyed or lost) when any Lender requests the assignee thereof or (ii) if such assignment is an assignment in part of such Lender Note, deliver its Lender Note to the Borrower for termination and cancellation effective upon Borrower’s execution and delivery of a new Lender Note to evidence any of its Loans, the assignee thereof Borrower shall promptly execute and deliver to such Lender the Lender Note in the appropriate amount or amounts to evidence such Loans; provided, for the avoidance of doubt, that, other than in the case of a substitute or replacement Lender Note to replace a Lender Note that has been destroyed or lost, only one Lender Note shall be issued to any Lender and the Loan Agent shall not deliver a new Lender Note to any requesting Lender until such Lender surrenders the Lender Note currently held by such Lender; provided, further that, in the case of a substitute or replacement Lender Note, the Borrower and the Loan Agent shall have received from such requesting Lender (i) evidence to their reasonable satisfaction of the destruction, loss or theft of any Lender Note and (ii) there is delivered to the Borrower, the Loan Agent, the Collateral Trustee and the Transfer Agent such security or indemnity as may be required by them to save each of them harmless, then, in the absence of notice to the Borrower, the Loan Agent, the Collateral Trustee and/or such Transfer Agent that such Lender Note has been acquired by a “protected purchaser” (within the meaning of Section 8-303 of the UCC), the Borrower shall execute and, upon receipt of such executed Lender Note, the Collateral Trustee shall deliver to the Holder, in lieu of any such mutilated, defaced, destroyed, lost or stolen Lender Note, the new Lender Note, of like tenor (including the same date of issuance) and equal principal or face amount, registered in the same manner, dated the date of its issuance, bearing interest from the date to which interest has been paid on the mutilated, defaced, destroyed, lost or stolen Lender Note and bearing a number not contemporaneously outstanding; provided, further that, in connection with the Stated Maturity or Redemption Date of the Loans, each Lender shall surrender the Lender Notes to the Loan Agent for payment of the Redemption Price or final payment of principal of such Loans in accordance with the Priority of Payments. Such surrender shall occur either at the address specified herein for the Loan Agent or, with respect to any Redemption Date, in accordance with the redemption notice delivered pursuant to Section 9.4 of the Indenture. If, after delivery of such new Lender Note, a protected purchaser of the predecessor Lender Note presents for payment, transfer or exchange such predecessor Lender Note, the Borrower, the Collateral Trustee and such Transfer Agent shall be entitled to recover such new Lender Note from the Person to whom it was delivered or any Person taking therefrom, and shall be entitled to recover upon the security or indemnity provided therefor to the extent of any loss, damage, cost or expense incurred by the Borrower, the Collateral Trustee and such Transfer Agent in connection therewith. In case any such mutilated, defaced, destroyed, lost or stolen Lender Note has become due and payable, the Borrower in its discretion may, instead of issuing a new Lender Note pay such Lender Note without requiring surrender thereof except that any mutilated or defaced Lender Note shall be surrendered. Upon the issuance of any new Note under this Section 3.2, the Borrower may require the payment by the Lender thereof of a sum sufficient to cover any tax or other governmental charge that may be imposed in relation thereto and any other expenses (including the fees and expenses of the Collateral Trustee) connected therewith. All Lender Notes surrendered for payment, registration of transfer, conversion, exchange or redemption, or mutilated, defaced or deemed lost or stolen, shall be promptly canceled by the Loan Agent and may not be reissued or resold. No Lender Note may be surrendered (including any surrender in connection with any abandonment, donation, gift, contribution or other event or circumstance) except for payment as provided herein, or for registration of transfer, exchange, conversion or redemption, or for replacement in connection with any Lender Note mutilated, defaced or deemed lost or stolen. Any such Lender Note shall, if surrendered to any Person other than the Loan Agent, be delivered to the Loan Agent. All canceled Lender Notes held by the Loan Agent shall be destroyed or held by the Loan Agent in accordance with its standard retention policy unless the Borrower shall direct by an Issuer Order received prior to destruction that they be returned to it. The provisions of this Section 3.2 are exclusive and shall preclude (to the extent lawful) all other rights and remedies with respect to the replacement or payment of mutilated, defaced, destroyed, lost or stolen Lender Notes.
Appears in 1 contract
Sources: Class a Lr Credit Agreement (Blue Owl Capital Corp)
Lender Notes. With respect (a) On the Loan Date, the Borrower shall, to each the extent requested by any Lender, (i) sign a Lender Note in the Advances made by name of such Lender in a maximum principal amount equal to such Lender’s Percentage of the Borrower Aggregate Commitments, which such Lender Notes shall be evidenced by a single promissory note executed by dated the Borrower (as the same may be amended, modified, extended or replaced from time to time, a “Lender Note” applicable Loan Date and collectively, the “Lender Notes”) substantially in the form of Exhibit B hereto, A (a “Lender Note”) and (ii) deliver such Lender Note to such Lender (with appropriate insertions a copy to reflect Advances (or portion thereof) actually funded the Loan Agent). If requested by such any Lender, the related applicable interest rates thereof and related repayments and appropriate revisions Borrower shall obtain a CUSIP or other loan identification number that is customary for the nature of the Loans made hereunder. To the extent any Lender does not elect to reflect assignments effected in accordance with Section 13.4 receive a Lender Note, the Loan Agent shall, upon instruction of this Loan Agreementthe Borrower, payable deliver to such Lender. For Lender a Confirmation of Registration in the avoidance form of doubt, any Protective Advances made by a Lender shall not be required to be evidenced in its Lender Note and the Administrative Agent’s records shall constitute conclusive evidence that such Protective Advances have been made. Exhibit D hereto.
(b) The Borrower hereby irrevocably authorizes each Lender the Loan Agent to make (or cause to be made) appropriate notations on the grid attached to its Lender Note (or on any continuation of such grid) or at such Lender’s option, in the records of such Lenderinternal records, which notations, if made, notations shall evidence, inter alia, the date of, the outstanding principal Aggregate Outstanding Amount of, and the interest rates and Interest Periods rate applicable to to, the Advances Loans evidenced thereby. The notations on such internal records indicating the Aggregate Outstanding Amount of the Loans made by such Lender and related repayments and appropriate revisions to reflect assignments effected in accordance with Section 13.4 of this Loan Agreement. Such notations and records shall be prima facie evidence (absent manifest error) shall be conclusive evidence of the subject matter thereof; providedprincipal amount thereof owing and unpaid, however, that but the failure to make record any such notations amount, or maintain any such records error therein, shall not limit or otherwise affect any Obligations the obligations of the Borrower. The Borrower hereby agrees to promptly execute and deliver a new Lender Note upon hereunder or under any assignment to a new Lender effected in accordance with Section 13.4 of this Loan Agreement, and each Lender making an assignment of all or any portion of its Lender Note will either (i) if such assignment is an assignment of its entire Lender Note, deliver its Lender Note to the Borrower for termination and cancellation effective upon Borrower’s execution and delivery make payment of principal of or interest on such new Loans when due. At any time (including, without limitation, to replace any Lender Note to that has been destroyed or lost) when any Lender requests the assignee thereof or (ii) if such assignment is an assignment in part of such Lender Note, deliver its Lender Note to the Borrower for termination and cancellation effective upon Borrower’s execution and delivery of a new Lender Note to evidence any of its Loans, the assignee thereof Borrower shall promptly execute and deliver to such Lender the Lender Note in the appropriate amount or amounts to evidence such Loans; provided, for the avoidance of doubt, that, other than in the case of a substitute or replacement Lender Note to replace a Lender Note that has been destroyed or lost, only one Lender Note shall be issued to any Lender and the Loan Agent shall not deliver a new Lender Note to any requesting Lender until such Lender surrenders the Lender Note currently held by such Lender; provided, further, that, in the case of a substitute or replacement Lender Note, the Borrower and the Loan Agent shall have received from such requesting Lender (i) evidence to their reasonable satisfaction of the destruction, loss or theft of any Lender Note and (ii) there is delivered to the Borrower, the Collateral Trustee and the Loan Agent such security or indemnity as may be required by them to save each of them harmless, then, in the absence of notice to the Borrower, the Collateral Trustee and/or such Loan Agent that such Lender Note has been acquired by a protected purchaser, the Borrower shall execute and, upon receipt of such Lender Note, the Collateral Trustee shall deliver to the Holder, in lieu of any such mutilated, defaced, destroyed, lost or stolen Lender Note, a new Lender Note, of like tenor (including the same date of issuance) and equal principal or face amount, registered in the same manner, dated the date of its issuance, bearing interest from the date to which interest has been paid on the mutilated, defaced, destroyed, lost or stolen Lender Note and bearing a number not contemporaneously outstanding; provided, further, that, in connection with the Stated Maturity or Redemption Date of the Class A-1L Loans, each Lender shall surrender the Lender Notes to the Loan Agent for payment of the Redemption Price or final payment of principal of such Class A-1L Loans in accordance with the Priority of Payments. Such surrender shall occur either at the address specified herein for the Loan Agent or, with respect to any Redemption Date, in accordance with the redemption notice delivered pursuant to Article IX of the Indenture and Security Agreement. If, after delivery of such new Lender Note, a protected purchaser of the predecessor Lender Note presents for payment, transfer or exchange such predecessor Lender Note, the Borrower, the Collateral Trustee and such Transfer Agent shall be entitled to recover such new Lender Note from the Person to whom it was delivered or any Person taking therefrom, and shall be entitled to recover upon the security or indemnity provided therefor to the extent of any loss, damage, cost or expense incurred by the Borrower, the Collateral Trustee and such Loan Agent in connection therewith. In case any such mutilated, defaced, destroyed, lost or stolen Lender Note has become due and payable, the Borrower in its discretion may, instead of issuing a new Lender Note pay such Lender Note without requiring surrender thereof except that any mutilated or defaced Lender Note shall be surrendered. Upon the issuance of any new Lender Note under this Section 3.2, the Borrower may require the payment by the Lender thereof of a sum sufficient to cover any tax or other governmental charge that may be imposed in relation thereto and any other expenses (including the fees and expenses of the Loan Agent and the Collateral Trustee) connected therewith. All Lender Notes surrendered for payment, registration of transfer, conversion, exchange or redemption, or mutilated, defaced or deemed lost or stolen, shall be promptly canceled by the Loan Agent and may not be reissued or resold. No Lender Note may be surrendered (including any surrender in connection with any abandonment, donation, gift, contribution or other event or circumstance) except for payment as provided herein, or for registration of transfer, exchange, conversion or redemption, or for replacement in connection with any Lender Note mutilated, defaced or deemed lost or stolen. Any such Lender Note shall, if surrendered to any Person other than the Loan Agent, be delivered to the Loan Agent. All canceled Lender Notes held by the Loan Agent shall be destroyed or held by the Loan Agent in accordance with its standard retention policy unless the Borrower shall direct by an Issuer Order received prior to destruction that they be returned to it. The provisions of this Section 3.2 are exclusive and shall preclude (to the extent lawful) all other rights and remedies with respect to the replacement or payment of mutilated, defaced, destroyed, lost or stolen Lender Notes.
Appears in 1 contract
Lender Notes. With respect to each Lender, the Advances made by such Lender to the Borrower shall be evidenced by a single promissory note executed by the Borrower (as the same may be amended, modified, extended or replaced from time to time, a “Lender Note” and collectively, the “Lender Notes”) substantially in the form of Exhibit B hereto, with appropriate insertions to reflect Advances (or portion thereof) actually funded by such Lender, the related applicable interest rates thereof and related repayments and appropriate revisions to reflect assignments effected in accordance with Section 13.4 of this Loan Agreement, payable to such Lender. For the avoidance of doubt, any Protective Advances made by a Lender shall not be required to be evidenced in its Lender Note and the Administrative Agent’s records shall constitute conclusive evidence that such Protective Advances have been made. The Borrower hereby irrevocably authorizes each Lender to make (or cause to be made) appropriate notations on the grid attached to its Lender Note (or on any continuation of such grid) or at such Lender’s option, in the records of such Lender, which notations, if made, shall evidence, inter alia, the date of, the outstanding principal of, and the interest rates and Interest Periods applicable to the Advances made by such Lender and related repayments and appropriate revisions to reflect assignments effected in accordance with Section 13.4 of this Loan Agreement. Such notations and records (absent manifest error) shall be conclusive evidence of the subject matter thereof; provided, however, that the failure to make any such notations or maintain any such records shall not limit or otherwise affect any Obligations of the Borrower. The Borrower hereby agrees to promptly execute and deliver a new Lender Note (x) upon any assignment of such ▇▇▇▇▇▇'s Lender Note to a new Lender effected in accordance with Section 13.4 of this Loan AgreementAgreement or (y) on or after August 1, 2022, at any time at the reasonable request of an existing Lender, and each Lender making an assignment of all or any portion of its Lender Note will either (i) if such assignment is an assignment of its entire Lender NoteNote or is in respect of the issuance of a new Lender Note to such existing Lender pursuant to clause (y), deliver its Lender Note to the Borrower for termination and cancellation effective upon Borrower’s execution and delivery of such new Lender Note to the assignee thereof or such existing Lender, respectively, or (ii) if such assignment is an assignment in part of such Lender Note, deliver its Lender Note to the Borrower for termination and cancellation effective upon Borrower▇▇▇▇▇▇▇▇’s execution and delivery of a new Lender Note to the assignee thereof and a new Lender Note to such Lender.
Appears in 1 contract
Sources: Loan and Security Agreement
Lender Notes. With respect to each Lender, the Advances Each Loan made by such a Lender to the Borrower shall be evidenced by (i) if a single Revolving Loan, a promissory note executed by payable to the Borrower (as order of such Lender in a maximum principal amount equal to such Lender's Revolving Percentage of the same may Total Revolving Commitments and shall be amended, modified, extended or replaced from time to time, a “Lender Note” dated the Closing Date and collectively, the “Lender Notes”) substantially in the form of Exhibit B heretoB-1 (a "Revolving Note") and (ii) if a Swingline Loan, with appropriate insertions to reflect Advances (or portion thereof) actually funded by such Lender, the related applicable interest rates thereof and related repayments and appropriate revisions to reflect assignments effected in accordance with Section 13.4 of this Loan Agreement, a promissory note payable to such Lender. For the avoidance order of doubt, any Protective Advances made by the Swingline Lender in a Lender shall not be required maximum principal amount equal to be evidenced the Maximum Swingline Amount and dated the Closing Date and substantially in its Lender Note and the Administrative Agent’s records shall constitute conclusive evidence that such Protective Advances have been madeform of Exhibit B-2 (the "Swingline Note"). The Borrower hereby irrevocably authorizes each Lender to make (or cause to be made) appropriate notations on the grid attached to its respective Lender Note (or on any a continuation of such grid) or at grid attached to such Lender’s option, in the records of such LenderLender Note and made a part thereof), which notations, if made, notations shall evidence, inter alia, the date of, the outstanding principal amount of, and the interest rates rate applicable to, the Loans evidenced thereby. The notations on each such grid (and Interest Periods applicable to on each such continuation) indicating the Advances outstanding principal amount of the Loans made by such Lender and related repayments and appropriate revisions to reflect assignments effected in accordance with Section 13.4 of this Loan Agreement. Such notations and records shall be prima facie evidence (absent manifest error) shall be conclusive evidence of the subject matter thereof; providedprincipal amount thereof owing and unpaid, however, that but the failure to make record any such notations amount on such grid (or maintain any on such records continuation) shall not limit or otherwise affect any Obligations the obligations of the Borrower. The Borrower hereby agrees to promptly execute and deliver a new hereunder or under any Lender Note upon to make payment of the principal of or interest on such Loans when due. Notwithstanding the foregoing or any assignment to a new Lender effected in accordance with Section 13.4 other provision of this Loan Agreement, a Lender may, by written request to the Borrower and each Lender making an assignment of all or any portion of the Administrative Agent, elect not to have its Lender Note will either (i) if such assignment is an assignment of its entire Loans evidenced by a Lender Note, deliver its Lender Note to the Borrower for termination and cancellation effective upon Borrower’s execution and delivery of such new Lender Note to the assignee thereof or (ii) if such assignment is an assignment in part of which case Loans made by such Lender Note, deliver its Lender Note to shall be evidenced solely by the Borrower for termination and cancellation effective upon Borrower’s execution and delivery of a new Lender Note to the assignee thereof and a new Lender Note to such LenderRegister.
Appears in 1 contract
Sources: Credit Agreement (Special Value Continuation Partners, LP)
Lender Notes. With respect (a) On the Loan Date to each the extent requested by any Lender, the Advances made by Borrower shall (i) sign a Lender Note in the name of such Lender in a maximum principal amount equal to such Lender’s Percentage of the Borrower Aggregate Commitments, which such Lender Notes shall be evidenced by a single promissory note executed by dated the Borrower (as the same may be amended, modified, extended or replaced from time to time, a “Lender Note” Loan Date and collectively, the “Lender Notes”) substantially in the form of Exhibit B hereto, A (a “Lender Note”) and (ii) deliver such Lender Note to such Lender (with appropriate insertions a copy to reflect Advances (or portion thereof) actually funded the Loan Agent). If requested by such any Lender, the related applicable interest rates thereof and related repayments and appropriate revisions Borrower shall obtain a CUSIP or other loan identification number that is customary for the nature of the Loans made hereunder. To the extent any Lender does not elect to reflect assignments effected in accordance with Section 13.4 receive a Lender Note, the Registrar shall, upon instruction of this Loan Agreementthe Borrower, payable deliver to such Lender. For Lender a Confirmation of Registration in the avoidance form of doubt, any Protective Advances made by a Lender shall not be required to be evidenced in its Lender Note and the Administrative Agent’s records shall constitute conclusive evidence that such Protective Advances have been made. Exhibit D hereto.
(b) The Borrower hereby irrevocably authorizes each Lender the Loan Agent to make (or cause to be made) appropriate notations on the grid attached to its Lender Note (or on any continuation of such grid) or at such Lender’s option, in the records of such Lenderinternal records, which notations, if made, notations shall evidence, inter alia, the date of, the outstanding principal Aggregate Outstanding Amount of, and the interest rates and Interest Periods Rate applicable to to, the Advances Loans evidenced thereby. The notations on such internal records indicating the Aggregate Outstanding Amount of the Loans made by such Lender and related repayments and appropriate revisions to reflect assignments effected in accordance with Section 13.4 of this Loan Agreement. Such notations and records shall be prima facie evidence (absent manifest error) shall be conclusive evidence of the subject matter thereof; providedprincipal amount thereof owing and unpaid, however, that but the failure to make record any such notations amount, or maintain any such records error therein, shall not limit or otherwise affect any Obligations the obligations of the Borrower. The Borrower hereby agrees to promptly execute and deliver a new Lender Note upon hereunder or under any assignment to a new Lender effected in accordance with Section 13.4 of this Loan Agreement, and each Lender making an assignment of all or any portion of its Lender Note will either (i) if such assignment is an assignment of its entire Lender Note, deliver its Lender Note to the Borrower for termination and cancellation effective upon Borrower’s execution and delivery make payment of principal of or interest on such new Loans when due. At any time (including to replace any Lender Note to that has been mutilated, defaced, destroyed, lost or stolen) when any Lender requests the assignee thereof or (ii) if such assignment is an assignment in part of such Lender Note, deliver its Lender Note to the Borrower for termination and cancellation effective upon Borrower’s execution and delivery of a new Lender Note to evidence any of its Loans, the assignee thereof Borrower shall promptly execute and deliver to such Lender the Lender Note in the appropriate amount or amounts to evidence such Loans; provided, for the avoidance of doubt, that, other than in the case of a substitute or replacement Lender Note to replace a Lender Note that has been mutilated, defaced, destroyed, lost or stolen, only one Lender Note shall be issued to any Lender and the Loan Agent shall not deliver a new Lender Note to any requesting Lender until such Lender surrenders the Lender Note currently held by such Lender; provided, further that, in the case of a substitute or replacement Lender Note, the Borrower and the Loan Agent shall have received from such requesting Lender (i) evidence to their reasonable satisfaction of the destruction, loss or theft of any Lender Note and (ii) there is delivered to the Borrower, the Loan Agent, the Collateral Agent and the Transfer Agent such security or indemnity as may be required by them to save each of them harmless, then, in the absence of notice to the Borrower, the Loan Agent, the Collateral Agent and/or such Transfer Agent that such Lender Note has been acquired by a Protected Purchaser, the Borrower shall execute and, upon receipt of such executed Lender Note, the Loan Agent shall deliver to the Lender, in lieu of any such mutilated, defaced, destroyed, lost or stolen Lender Note, the new Lender Note, of like tenor (including the same date of issuance) and equal principal or face amount, registered in the same manner, dated the date of its issuance, bearing interest from the date to which interest has been paid on the mutilated, defaced, destroyed, lost or stolen Lender Note and bearing a number not contemporaneously outstanding; provided, further that, in connection with the Stated Maturity or Redemption Date of the Loans, each Lender shall surrender the Lender Notes to the Loan Agent for payment of the Redemption Price or final payment of principal of such Loans in accordance with the Priority of Payments. Such surrender shall occur either at the address specified herein for the Loan Agent or, with respect to any Redemption Date, in accordance with the redemption notice delivered pursuant to Section 9.4 of the Indenture. If, after delivery of such new Lender Note, a Protected Purchaser of the predecessor Lender Note presents for payment, transfer or exchange such predecessor Lender Note, the Borrower, the Collateral Agent, the Loan Agent and such Transfer Agent shall be entitled to recover such new Lender Note from the Person to whom it was delivered or any Person taking therefrom, and shall be entitled to recover upon the security or indemnity provided therefor to the extent of any loss, damage, cost or expense incurred by the Borrower, the Collateral Agent, the Loan Agent and such Transfer Agent in connection therewith. In case any such mutilated, defaced, destroyed, lost or stolen Lender Note has become due and payable, the Borrower in its discretion may, instead of issuing a new Lender Note pay such Lender Note without requiring surrender thereof except that any mutilated or defaced Lender Note shall be surrendered. Upon the issuance of any new Lender Note under this Section 3.2, the Borrower may require the payment by the Lender thereof of a sum sufficient to cover any tax or other governmental charge that may be imposed in relation thereto and any other expenses (including the fees and expenses of the Collateral Agent and the Loan Agent) connected therewith. All Lender Notes surrendered for payment, registration of transfer, conversion, exchange or redemption, or mutilated, defaced or deemed lost or stolen, shall be promptly canceled by the Loan Agent and may not be reissued or resold. No Lender Note may be surrendered (including any surrender in connection with any abandonment, donation, gift, contribution or other event or circumstance) except for payment as provided herein, or for registration of transfer, exchange, conversion or redemption, or for replacement in connection with any Lender Note mutilated, defaced or deemed lost or stolen. Any such Lender Note shall, if surrendered to any Person other than the Loan Agent, be delivered to the Loan Agent. All canceled Lender Notes held by the Loan Agent shall be destroyed or held by the Loan Agent in accordance with its standard retention policy unless the Borrower shall direct by a Borrower Order received prior to destruction that they be returned to it. The provisions of this Section 3.2 are exclusive and shall preclude (to the extent lawful) all other rights and remedies with respect to the replacement or payment of mutilated, defaced, destroyed, lost or stolen Lender Notes.
Appears in 1 contract
Lender Notes. With respect (a) On the Loan Date to each the extent requested by any Lender, the Advances made by Borrower shall (i) sign a Lender Note in the name of such Lender in a maximum principal amount equal to such Lender’s Percentage of the Borrower Aggregate Commitments, which such Lender Notes shall be evidenced by a single promissory note executed by dated the Borrower (as the same may be amended, modified, extended or replaced from time to time, a “Lender Note” Loan Date and collectively, the “Lender Notes”) substantially in the form of Exhibit B hereto, A (a “Lender Note”) and (ii) deliver such Lender Note to such Lender (with appropriate insertions a copy to reflect Advances (or portion thereof) actually funded the Loan Agent). If requested by such any Lender, the related applicable interest rates thereof and related repayments and appropriate revisions Borrower shall obtain a CUSIP or other loan identification number that is customary for the nature of the Loans made hereunder. To the extent any Lender does not elect to reflect assignments effected in accordance with Section 13.4 receive a Lender Note, the Registrar shall, upon instruction of this Loan Agreementthe Borrower, payable deliver to such Lender. For Lender a Confirmation of Registration in the avoidance form of doubt, any Protective Advances made by a Lender shall not be required to be evidenced in its Lender Note and the Administrative Agent’s records shall constitute conclusive evidence that such Protective Advances have been made. Exhibit D hereto.
(b) The Borrower hereby irrevocably authorizes each Lender the Loan Agent to make (or cause to be made) appropriate notations on the grid attached to its Lender Note (or on any continuation of such grid) or at such Lender’s option, in the records of such Lenderinternal records, which notations, if made, notations shall evidence, inter alia, the date of, the outstanding principal Aggregate Outstanding Amount of, and the interest rates and Interest Periods Rate applicable to to, the Advances Loans evidenced thereby. The notations on such internal records indicating the Aggregate Outstanding Amount of the Loans made by such Lender and related repayments and appropriate revisions to reflect assignments effected in accordance with Section 13.4 of this Loan Agreement. Such notations and records shall be prima facie evidence (absent manifest error) shall be conclusive evidence of the subject matter thereof; providedprincipal amount thereof owing and unpaid, however, that but the failure to make record any such notations amount, or maintain any such records error therein, shall not limit or otherwise affect any Obligations the obligations of the Borrower. The Borrower hereby agrees to promptly execute and deliver a new Lender Note upon hereunder or under any assignment to a new Lender effected in accordance with Section 13.4 of this Loan Agreement, and each Lender making an assignment of all or any portion of its Lender Note will either (i) if such assignment is an assignment of its entire Lender Note, deliver its Lender Note to the Borrower for termination and cancellation effective upon Borrower’s execution and delivery make payment of principal of or interest on such new Loans when due. At any time (including to replace any Lender Note to that has been destroyed or lost) when any Lender requests the assignee thereof or (ii) if such assignment is an assignment in part of such Lender Note, deliver its Lender Note to the Borrower for termination and cancellation effective upon Borrower’s execution and delivery of a new Lender Note to evidence any of its Loans, the assignee thereof Borrower shall promptly execute and deliver to such Lender the Lender Note in the appropriate amount or amounts to evidence such Loans; provided, for the avoidance of doubt, that, other than in the case of a substitute or replacement Lender Note to replace a Lender Note that has been destroyed or lost, only one Lender Note shall be issued to any Lender and the Borrower shall not deliver a new Lender Note to any requesting Lender until such Lender▇▇▇▇▇▇ surrenders the Lender Note currently held by such ▇▇▇▇▇▇; provided, further, that, in the case of a substitute or replacement Lender Note, the Borrower and the Loan Agent shall have received from such requesting Lender (i) evidence to their reasonable satisfaction of the destruction, loss or theft of any Lender Note and (ii) there is delivered to the Borrower, the Loan Agent, the Collateral Trustee and the Transfer Agent such security or indemnity as may be required by them to save each of them harmless, then, in the absence of notice to the Borrower, the Loan Agent, the Collateral Trustee and/or such Transfer Agent that such Lender Note has been acquired by a “protected purchaser” (within the meaning of Section 8-303 of the UCC), the Borrower shall execute and, upon receipt of such executed Lender Note, the Collateral Trustee shall deliver to the Holder, in lieu of any such mutilated, defaced, destroyed, lost or stolen Lender Note, the new Lender Note, of like tenor (including the same date of issuance) and equal principal or face amount, registered in the same manner, dated the date of its issuance, bearing interest from the date to which interest has been paid on the mutilated, defaced, destroyed, lost or stolen Lender Note; provided, further, that, in connection with the Stated Maturity or Redemption Date of the Loans, each Lender shall surrender the Lender Notes to the Borrower for payment of the Redemption Price or final payment of principal of such Loans in accordance with the Priority of Payments. Such surrender shall occur either at the address specified herein for Borrower. If, after delivery of such new Lender Note, a protected purchaser of the predecessor Lender Note presents for payment, transfer or exchange such predecessor Lender Note, the Borrower, the Collateral Trustee, the Loan Agent and such Transfer Agent shall be entitled to recover such new Lender Note from the Person to whom it was delivered or any Person taking therefrom, and shall be entitled to recover upon the security or indemnity provided therefor to the extent of any loss, damage, cost or expense incurred by the Borrower, the Collateral Trustee, the Loan Agent and such Transfer Agent in connection therewith. In case any such mutilated, defaced, destroyed, lost or stolen Lender Note has become due and payable, the Borrower in its discretion may, instead of issuing a new Lender Note pay such Lender Note without requiring surrender thereof except that any mutilated or defaced Lender Note shall be surrendered. Upon the issuance of any new Note under this Section 3.2, the Borrower may require the payment by the Lender thereof of a sum sufficient to cover any tax or other governmental charge that may be imposed in relation thereto and any other expenses (including the fees and expenses of the Collateral Trustee and the Loan Agent) connected therewith. All Lender Notes surrendered for payment, registration of transfer, conversion, exchange or redemption, or mutilated, defaced or deemed lost or stolen, shall be promptly canceled by the Borrower and may not be reissued or resold. No Lender Note may be surrendered (including any surrender in connection with any abandonment, donation, gift, contribution or other event or circumstance) except for payment as provided herein, or for registration of transfer, exchange, conversion or redemption, or for replacement in connection with any Lender Note mutilated, defaced or deemed lost or stolen. Any such Lender Note shall, if surrendered to any Person other than the Borrower, be delivered to the Borrower. All canceled Lender Notes held by the Borrower shall be destroyed or held by the Borrower in accordance with its standard retention policy. The provisions of this Section 3.2 are exclusive and shall preclude (to the extent lawful) all other rights and remedies with respect to the replacement or payment of mutilated, defaced, destroyed, lost or stolen Lender Notes.
Appears in 1 contract
Lender Notes. With respect to each Lender, the Advances Each Loan made by such a Lender to the Borrower shall be evidenced by (i) if a single Revolving Loan, a promissory note executed by payable to the Borrower (as order of such Lender in a maximum principal amount equal to such Lender’s Revolving Percentage of the same may Total Revolving Commitments and shall be amended, modified, extended or replaced from time to time, a “Lender Note” dated the Closing Date and collectively, the “Lender Notes”) substantially in the form of Exhibit B heretoB-1 (a “Revolving Note”) and (ii) if a Swingline Loan, with appropriate insertions to reflect Advances (or portion thereof) actually funded by such Lender, the related applicable interest rates thereof and related repayments and appropriate revisions to reflect assignments effected in accordance with Section 13.4 of this Loan Agreement, a promissory note payable to such Lender. For the avoidance order of doubt, any Protective Advances made by the Swingline Lender in a Lender shall not be required maximum principal amount equal to be evidenced the Maximum Swingline Amount and dated the Closing Date and substantially in its Lender Note and the Administrative Agent’s records shall constitute conclusive evidence that such Protective Advances have been madeform of Exhibit B-2 (the “Swingline Note”). The Borrower hereby irrevocably authorizes each Lender to make (or cause to be made) appropriate notations on the grid attached to its respective Lender Note (or on any a continuation of such grid) or at grid attached to such Lender’s option, in the records of such LenderLender Note and made a part thereof), which notations, if made, notations shall evidence, inter alia, the date of, the outstanding principal amount of, and the interest rates rate applicable to, the Loans evidenced thereby. The notations on each such grid (and Interest Periods applicable to on each such continuation) indicating the Advances outstanding principal amount of the Loans made by such Lender and related repayments and appropriate revisions to reflect assignments effected in accordance with Section 13.4 of this Loan Agreement. Such notations and records shall be prima facie evidence (absent manifest error) shall be conclusive evidence of the subject matter thereof; providedprincipal amount thereof owing and unpaid, however, that but the failure to make record any such notations amount on such grid (or maintain any on such records continuation) shall not limit or otherwise affect any Obligations the obligations of the Borrower. The Borrower hereby agrees to promptly execute and deliver a new hereunder or under any Lender Note upon to make payment of the principal of or interest on such Loans when due. Notwithstanding the foregoing or any assignment to a new Lender effected in accordance with Section 13.4 other provision of this Loan Agreement, a Lender may, by written request to the Borrower and each Lender making an assignment of all or any portion of the Administrative Agent, elect not to have its Lender Note will either (i) if such assignment is an assignment of its entire Loans evidenced by a Lender Note, deliver its Lender Note to the Borrower for termination and cancellation effective upon Borrower’s execution and delivery of such new Lender Note to the assignee thereof or (ii) if such assignment is an assignment in part of which case Loans made by such Lender Note, deliver its Lender Note to shall be evidenced solely by the Borrower for termination and cancellation effective upon Borrower’s execution and delivery of a new Lender Note to the assignee thereof and a new Lender Note to such LenderRegister.
Appears in 1 contract
Sources: Credit Agreement (Special Value Continuation Partners, LP)
Lender Notes. With respect (a) On the Loan Date to each the extent requested by any Lender, the Advances made by Borrower shall (i) sign a Lender Note in the name of such Lender in a maximum principal amount equal to such Lender’s Percentage of the Borrower Aggregate Commitments, which such Lender Notes shall be evidenced by a single promissory note executed by dated the Borrower (as the same may be amended, modified, extended or replaced from time to time, a “Lender Note” Loan Date and collectively, the “Lender Notes”) substantially in the form of Exhibit B hereto, A (a “Lender Note”) and (ii) deliver such Lender Note to such Lender (with appropriate insertions a copy to reflect Advances (or portion thereof) actually funded the Loan Agent). If requested by such any Lender, the related applicable interest rates thereof and related repayments and appropriate revisions Borrower shall obtain a CUSIP or other loan identification number that is customary for the nature of the Loans made hereunder. To the extent any Lender does not elect to reflect assignments effected in accordance with Section 13.4 receive a Lender Note, the Registrar shall, upon instruction of this Loan Agreementthe Borrower, payable deliver to such Lender. For Lender a Confirmation of Registration in the avoidance form of doubt, any Protective Advances made by a Lender shall not be required to be evidenced in its Lender Note and the Administrative Agent’s records shall constitute conclusive evidence that such Protective Advances have been made. Exhibit D hereto.
(b) The Borrower hereby irrevocably authorizes each Lender the Loan Agent to make (or cause to be made) appropriate notations on the grid attached to its Lender Note (or on any continuation of such grid) or at such Lender’s option, in the records of such Lenderinternal records, which notations, if made, notations shall evidence, inter alia, the date of, the outstanding principal Aggregate Outstanding Amount of, and the interest rates and Interest Periods Rate applicable to to, the Advances Loans evidenced thereby. The notations on such internal records indicating the Aggregate Outstanding Amount of the Loans made by such Lender and related repayments and appropriate revisions to reflect assignments effected in accordance with Section 13.4 of this Loan Agreement. Such notations and records shall be prima facie evidence (absent manifest error) shall be conclusive evidence of the subject matter thereof; providedprincipal amount thereof owing and unpaid, however, that but the failure to make record any such notations amount, or maintain any such records error therein, shall not limit or otherwise affect any Obligations the obligations of the Borrower. The Borrower hereby agrees to promptly execute and deliver a new Lender Note upon hereunder or under any assignment to a new Lender effected in accordance with Section 13.4 of this Loan Agreement, and each Lender making an assignment of all or any portion of its Lender Note will either (i) if such assignment is an assignment of its entire Lender Note, deliver its Lender Note to the Borrower for termination and cancellation effective upon Borrower’s execution and delivery make payment of principal of or interest on such new Loans when due. At any time (including to replace any Lender Note to that has been mutilated, defaced, destroyed, lost or stolen) when any Lender requests the assignee thereof or (ii) if such assignment is an assignment in part of such Lender Note, deliver its Lender Note to the Borrower for termination and cancellation effective upon Borrower’s execution and delivery of a new Lender Note to evidence any of its Loans, the assignee thereof Borrower shall promptly execute and deliver to such Lender the Lender Note in the appropriate amount or amounts to evidence such Loans; provided, for the avoidance of doubt, that, other than in the case of a substitute or replacement Lender Note to replace a Lender Note that has been mutilated, defaced, destroyed, lost or stolen, only one Lender Note shall be issued to any Lender and the Borrower shall not deliver a new Lender Note to any requesting Lender until such Lender surrenders the Lender Note currently held by such Lender; provided, further, that, in the case of a substitute or replacement Lender Note, the Borrower and the Loan Agent shall have received from such requesting Lender (i) evidence to their reasonable satisfaction of the destruction, loss or theft of any Lender Note and (ii) there is delivered to the Borrower, the Loan Agent, the Collateral Trustee and the Transfer Agent such security or indemnity as may be required by them to save each of them harmless, then, in the absence of notice to the Borrower, the Loan Agent, the Collateral Trustee and/or such Transfer Agent that such Lender Note has been acquired by a “protected purchaser” (within the meaning of Section 8-303 of the UCC), the Borrower shall execute and deliver to the Holder, in lieu of any such mutilated, defaced, destroyed, lost or stolen Lender Note, the new Lender Note, of like tenor (including the same date of issuance) and equal principal or face amount, registered in the same manner, dated the date of its issuance, bearing interest from the date to which interest has been paid on the mutilated, defaced, destroyed, lost or stolen Lender Note; provided, further, that, in connection with the Stated Maturity or Redemption Date of the Loans, each Lender shall surrender the Lender Notes to the Borrower for payment of the Redemption Price or final payment of principal of such Loans in accordance with the Priority of Payments. Such surrender shall occur at the address specified herein for the Borrower. If, after delivery of such new Lender Note, a “protected purchaser” (within the meaning of Section 8-303 of the UCC) of the predecessor Lender Note presents for payment, transfer or exchange such predecessor Lender Note, the Borrower, the Collateral Trustee, the Loan Agent and such Transfer Agent shall be entitled to recover such new Lender Note from the Person to whom it was delivered or any Person taking therefrom, and shall be entitled to recover upon the security or indemnity provided therefor to the extent of any loss, damage, cost or expense incurred by the Borrower, the Collateral Trustee, the Loan Agent and such Transfer Agent in connection therewith. In case any such mutilated, defaced, destroyed, lost or stolen Lender Note has become due and payable, the Borrower in its discretion may, instead of issuing a new Lender Note pay such Lender Note without requiring surrender thereof except that any mutilated or defaced Lender Note shall be surrendered. Upon the issuance of any new Lender Note under this Section 3.2, the Borrower may require the payment by the Lender thereof of a sum sufficient to cover any tax or other governmental charge that may be imposed in relation thereto and any other expenses (including the fees and expenses of the Collateral Trustee and the Loan Agent) connected therewith. All Lender Notes surrendered for payment, registration of transfer, conversion, exchange or redemption, or mutilated, defaced or deemed lost or stolen, shall be promptly canceled by the Loan Agent and may not be reissued or resold. No Lender Note may be surrendered (including any surrender in connection with any abandonment, donation, gift, contribution or other event or circumstance) except for payment as provided herein, or for registration of transfer, exchange, conversion or redemption, or for replacement in connection with any Lender Note mutilated, defaced or deemed lost or stolen. Any such Lender Note shall, if surrendered to any Person other than the Borrower, be delivered to the Borrower. All canceled Lender Notes held by the Loan Agent shall be destroyed or held by the Loan Agent in accordance with its standard retention policy. The provisions of this Section 3.2 are exclusive and shall preclude (to the extent lawful) all other rights and remedies with respect to the replacement or payment of mutilated, defaced, destroyed, lost or stolen Lender Notes.
Appears in 1 contract
Sources: Credit Agreement (PennantPark Floating Rate Capital Ltd.)
Lender Notes. With respect (a) On the Loan Date to each the extent requested by any Lender, the Advances made by Borrower shall (i) sign a Lender Note in the name of such Lender in a maximum principal amount equal to such Lender’s Percentage of the Borrower Aggregate Commitments, which such Lender Notes shall be evidenced by a single promissory note executed by dated the Borrower (as the same may be amended, modified, extended or replaced from time to time, a “Lender Note” Loan Date and collectively, the “Lender Notes”) substantially in the form of Exhibit B hereto, A (a “Lender Note”) and (ii) deliver such Lender Note to such Lender (with appropriate insertions a copy to reflect Advances (or portion thereof) actually funded the Loan Agent). If requested by such any Lender, the related applicable interest rates thereof and related repayments and appropriate revisions Borrower shall obtain a CUSIP or other loan identification number that is customary for the nature of the Loans made hereunder. To the extent any Lender does not elect to reflect assignments effected in accordance with Section 13.4 receive a Lender Note, the Registrar shall, upon instruction of this Loan Agreementthe Borrower, payable deliver to such Lender. For Lender a Confirmation of Registration in the avoidance form of doubt, any Protective Advances made by a Lender shall not be required to be evidenced in its Lender Note and the Administrative Agent’s records shall constitute conclusive evidence that such Protective Advances have been made. Exhibit D hereto.
(b) The Borrower hereby irrevocably authorizes each Lender the Loan Agent to make (or cause to be made) appropriate notations on the grid attached to its Lender Note (or on any continuation of such grid) or at such Lender’s option, in the records of such Lenderinternal records, which notations, if made, notations shall evidence, inter alia, the date of, the outstanding principal Aggregate Outstanding Amount of, and the interest rates and Interest Periods Rate applicable to to, the Advances Loans evidenced thereby. The notations on such internal records indicating the Aggregate Outstanding Amount of the Loans made by such Lender and related repayments and appropriate revisions to reflect assignments effected in accordance with Section 13.4 of this Loan Agreement. Such notations and records shall be prima facie evidence (absent manifest error) shall be conclusive evidence of the subject matter thereof; providedprincipal amount thereof owing and unpaid, however, that but the failure to make record any such notations amount, or maintain any such records error therein, shall not limit or otherwise affect any Obligations the obligations of the Borrower. The Borrower hereby agrees to promptly execute and deliver a new Lender Note upon hereunder or under any assignment to a new Lender effected in accordance with Section 13.4 of this Loan Agreement, and each Lender making an assignment of all or any portion of its Lender Note will either (i) if such assignment is an assignment of its entire Lender Note, deliver its Lender Note to the Borrower for termination and cancellation effective upon Borrower’s execution and delivery make payment of principal of or interest on such new Loans when due. At any time (including to replace any Lender Note to that has been destroyed or lost) when any Lender requests the assignee thereof or (ii) if such assignment is an assignment in part of such Lender Note, deliver its Lender Note to the Borrower for termination and cancellation effective upon Borrower’s execution and delivery of a new Lender Note to evidence any of its Loans, the assignee thereof Borrower shall promptly execute and deliver to such Lender the Lender Note in the appropriate amount or amounts to evidence such Loans; provided, for the avoidance of doubt, that, other than in the case of a substitute or replacement Lender Note to replace a Lender Note that has been destroyed or lost, only one Lender Note shall be issued to any Lender and the Borrower shall not deliver a new Lender Note to any requesting Lender until such LenderL▇▇▇▇▇ surrenders the Lender Note currently held by such L▇▇▇▇▇; provided, further, that, in the case of a substitute or replacement Lender Note, the Borrower and the Loan Agent shall have received from such requesting Lender (i) evidence to their reasonable satisfaction of the destruction, loss or theft of any Lender Note and (ii) there is delivered to the Borrower, the Loan Agent, the Collateral Trustee and the Transfer Agent such security or indemnity as may be required by them to save each of them harmless, then, in the absence of notice to the Borrower, the Loan Agent, the Collateral Trustee and/or such Transfer Agent that such Lender Note has been acquired by a “protected purchaser” (within the meaning of Section 8-303 of the UCC), the Borrower shall execute and, upon receipt of such executed Lender Note, the Collateral Trustee shall deliver to the Holder, in lieu of any such mutilated, defaced, destroyed, lost or stolen Lender Note, the new Lender Note, of like tenor (including the same date of issuance) and equal principal or face amount, registered in the same manner, dated the date of its issuance, bearing interest from the date to which interest has been paid on the mutilated, defaced, destroyed, lost or stolen Lender Note; provided, further, that, in connection with the Stated Maturity or Redemption Date of the Loans, each Lender shall surrender the Lender Notes to the Borrower for payment of the Redemption Price or final payment of principal of such Loans in accordance with the Priority of Payments. Such surrender shall occur either at the address specified herein for the Borrower. If, after delivery of such new Lender Note, a protected purchaser of the predecessor Lender Note presents for payment, transfer or exchange such predecessor Lender Note, the Borrower, the Collateral Trustee, the Loan Agent and such Transfer Agent shall be entitled to recover such new Lender Note from the Person to whom it was delivered or any Person taking therefrom, and shall be entitled to recover upon the security or indemnity provided therefor to the extent of any loss, damage, cost or expense incurred by the Borrower, the Collateral Trustee, the Loan Agent and such Transfer Agent in connection therewith. In case any such mutilated, defaced, destroyed, lost or stolen Lender Note has become due and payable, the Borrower in its discretion may, instead of issuing a new Lender Note pay such Lender Note without requiring surrender thereof except that any mutilated or defaced Lender Note shall be surrendered. Upon the issuance of any new Note under this Section 3.2, the Borrower may require the payment by the Lender thereof of a sum sufficient to cover any tax or other governmental charge that may be imposed in relation thereto and any other expenses (including the fees and expenses of the Collateral Trustee and the Loan Agent) connected therewith. All Lender Notes surrendered for payment, registration of transfer, conversion, exchange or redemption, or mutilated, defaced or deemed lost or stolen, shall be promptly canceled by the Borrower and may not be reissued or resold. No Lender Note may be surrendered (including any surrender in connection with any abandonment, donation, gift, contribution or other event or circumstance) except for payment as provided herein, or for registration of transfer, exchange, conversion or redemption, or for replacement in connection with any Lender Note mutilated, defaced or deemed lost or stolen. Any such Lender Note shall, if surrendered to any Person other than the Borrower, be delivered to the Borrower. All canceled Lender Notes held by the Borrower shall be destroyed or held by the Borrower in accordance with its standard retention policy. The provisions of this Section 3.2 are exclusive and shall preclude (to the extent lawful) all other rights and remedies with respect to the replacement or payment of mutilated, defaced, destroyed, lost or stolen Lender Notes.
Appears in 1 contract
Lender Notes. With respect (a) On the Loan Date to each the extent requested by any Lender, the Advances made by Borrowers shall (i) sign a Lender Note in the name of such Lender in a maximum principal amount equal to such Lender’s Percentage of the Borrower Aggregate Commitments, which such Lender Notes shall be evidenced by a single promissory note executed by dated the Borrower (as the same may be amended, modified, extended or replaced from time to time, a “Lender Note” Loan Date and collectively, the “Lender Notes”) substantially in the form of Exhibit B hereto, A (a “Lender Note”) and (ii) deliver such Lender Note to such Lender (with appropriate insertions a copy to reflect Advances (or portion thereof) actually funded the Loan Agent). If requested by such any Lender, the related applicable interest rates thereof and related repayments and appropriate revisions Borrower shall obtain a CUSIP or other loan identification number that is customary for the nature of the Loans made hereunder. To the extent any Lender does not elect to reflect assignments effected in accordance with Section 13.4 receive a Lender Note, the Registrar shall, upon instruction of this Loan Agreementthe Borrower, payable deliver to such Lender. For Lender a Confirmation of Registration in the avoidance form of doubt, any Protective Advances made by a Lender shall not be required to be evidenced in its Lender Note and the Administrative Agent’s records shall constitute conclusive evidence that such Protective Advances have been made. Exhibit D hereto.
(b) The Borrower hereby irrevocably authorizes each Lender the Loan Agent to make (or cause to be made) appropriate notations on the grid attached to its Lender Note (or on any continuation of such grid) or at such Lender’s option, in the records of such Lenderinternal records, which notations, if made, notations shall evidence, inter alia, the date of, the outstanding principal Aggregate Outstanding Amount of, and the interest rates and Interest Periods Rate applicable to to, the Advances Loans evidenced thereby. The notations on such internal records indicating the Aggregate Outstanding Amount of the Loans made by such Lender and related repayments and appropriate revisions to reflect assignments effected in accordance with Section 13.4 of this Loan Agreement. Such notations and records shall be prima facie evidence (absent manifest error) shall be conclusive evidence of the subject matter thereof; providedprincipal amount thereof owing and unpaid, however, that but the failure to make record any such notations amount, or maintain any such records error therein, shall not limit or otherwise affect any Obligations the obligations of the Borrower. The Borrower hereby agrees to promptly execute and deliver a new Lender Note upon hereunder or under any assignment to a new Lender effected in accordance with Section 13.4 of this Loan Agreement, and each Lender making an assignment of all or any portion of its Lender Note will either (i) if such assignment is an assignment of its entire Lender Note, deliver its Lender Note to the Borrower for termination and cancellation effective upon Borrower’s execution and delivery make payment of principal of or interest on such new Loans when due. At any time (including to replace any Lender Note to that has been destroyed or lost) when any Lender requests the assignee thereof or (ii) if such assignment is an assignment in part of such Lender Note, deliver its Lender Note to the Borrower for termination and cancellation effective upon Borrower’s execution and delivery of a new Lender Note to evidence any of its Loans, the assignee thereof Borrower shall promptly execute and deliver to such Lender the Lender Note in the appropriate amount or amounts to evidence such Loans; provided, for the avoidance of doubt, that, other than in the case of a substitute or replacement Lender Note to replace a Lender Note that has been destroyed or lost, only one Lender Note shall be issued to any Lender and the Loan Agent shall not deliver a new Lender Note to any requesting Lender until such Lender surrenders the Lender Note currently held by such Lender; provided, further, that, in the case of a substitute or replacement Lender Note, the Borrowers and the Loan Agent shall have received from such requesting Lender (i) evidence to their reasonable satisfaction of the destruction, loss or theft of any Lender Note and (ii) there is delivered to the Borrowers, the Loan Agent, the Collateral Trustee and the Transfer Agent such security or indemnity as may be required by them to save each of them harmless, then, in the absence of notice to the Borrowers, the Loan Agent, the Collateral Trustee and/or such Transfer Agent that such Lender Note has been acquired by a “protected purchaser” (within the meaning of Section 8-303 of the UCC), the Borrowers shall execute and, upon receipt of such executed Lender Note, the Collateral Trustee shall deliver to the Holder, in lieu of any such mutilated, defaced, destroyed, lost or stolen Lender Note, the new Lender Note, of like tenor (including the same date of issuance) and equal principal or face amount, registered in the same manner, dated the date of its issuance, bearing interest from the date to which interest has been paid on the mutilated, defaced, destroyed, lost or stolen Lender Note; provided, further, that, in connection with the Stated Maturity or Redemption Date of the Loans, each Lender shall surrender the Lender Notes to the Loan Agent for payment of the Redemption Price or final payment of principal of such Loans in accordance with the Priority of Payments. Such surrender shall occur either at the address specified herein for the Loan Agent or, with respect to any Redemption Date, in accordance with the redemption notice delivered pursuant to Section 9.4 of the Indenture. If, after delivery of such new Lender Note, a protected purchaser of the predecessor Lender Note presents for payment, transfer or exchange such predecessor Lender Note, the Borrowers, the Collateral Trustee, the Loan Agent and such Transfer Agent shall be entitled to recover such new Lender Note from the Person to whom it was delivered or any Person taking therefrom, and shall be entitled to recover upon the security or indemnity provided therefor to the extent of any loss, damage, cost or expense incurred by the Borrowers, the Collateral Trustee, the Loan Agent and such Transfer Agent in connection therewith. In case any such mutilated, defaced, destroyed, lost or stolen Lender Note has become due and payable, the Borrowers in their discretion may, instead of issuing a new Lender Note pay such Lender Note without requiring surrender thereof except that any mutilated or defaced Lender Note shall be surrendered. Upon the issuance of any new Note under this Section 3.2, the Borrowers may require the payment by the Lender thereof of a sum sufficient to cover any tax or other governmental charge that may be imposed in relation thereto and any other expenses (including the fees and expenses of the Collateral Trustee and the Loan Agent) connected therewith. All Lender Notes surrendered for payment, registration of transfer, exchange or redemption, or mutilated, defaced or deemed lost or stolen, shall be promptly canceled by the Loan Agent and may not be reissued or resold. No Lender Note may be surrendered (including any surrender in connection with any abandonment, donation, gift, contribution or other event or circumstance) except for payment as provided herein, or for registration of transfer, exchange, conversion or redemption, or for replacement in connection with any Lender Note mutilated, defaced or deemed lost or stolen. Any such Lender Note shall, if surrendered to any Person other than the Loan Agent, be delivered to the Loan Agent. All canceled Lender Notes held by the Loan Agent shall be destroyed or held by the Loan Agent in accordance with its standard retention policy unless the Borrowers shall direct by an Issuer Order received prior to destruction that they be returned to it. The provisions of this Section 3.2 are exclusive and shall preclude (to the extent lawful) all other rights and remedies with respect to the replacement or payment of mutilated, defaced, destroyed, lost or stolen Lender Notes.
Appears in 1 contract
Lender Notes. With respect (a) On the Loan Date to each the extent requested by any Lender, the Advances made by Borrowers shall (i) sign a Lender Note in the name of such Lender in a maximum principal amount equal to such Lender’s Percentage of the Borrower Aggregate Commitments, which such Lender Notes shall be evidenced by a single promissory note executed by dated the Borrower (as the same may be amended, modified, extended or replaced from time to time, a “Lender Note” Loan Date and collectively, the “Lender Notes”) substantially in the form of Exhibit B hereto, A (a “Lender Note”) and (ii) deliver such Lender Note to such Lender (with appropriate insertions a copy to reflect Advances (or portion thereof) actually funded the Loan Agent). If requested by such any Lender, the related applicable interest rates thereof and related repayments and appropriate revisions Borrower shall obtain a CUSIP or other loan identification number that is customary for the nature of the Loans made hereunder. To the extent any Lender does not elect to reflect assignments effected in accordance with Section 13.4 receive a Lender Note, the Registrar shall, upon instruction of this Loan Agreementthe Borrower, payable deliver to such Lender. For Lender a Confirmation of Registration in the avoidance form of doubt, any Protective Advances made by a Lender shall not be required to be evidenced in its Lender Note and the Administrative Agent’s records shall constitute conclusive evidence that such Protective Advances have been made. Exhibit D hereto.
(b) The Borrower hereby irrevocably authorizes each Lender the Loan Agent to make (or cause to be made) appropriate notations on the grid attached to its Lender Note (or on any continuation of such grid) or at such Lender’s option, in the records of such Lenderinternal records, which notations, if made, notations shall evidence, inter alia, the date of, the outstanding principal Aggregate Outstanding Amount of, and the interest rates and Interest Periods Rate applicable to to, the Advances Loans evidenced thereby. The notations on such internal records indicating the Aggregate Outstanding Amount of the Loans made by such Lender and related repayments and appropriate revisions to reflect assignments effected in accordance with Section 13.4 of this Loan Agreement. Such notations and records shall be prima facie evidence (absent manifest error) shall be conclusive evidence of the subject matter thereof; providedprincipal amount thereof owing and unpaid, however, that but the failure to make record any such notations amount, or maintain any such records error therein, shall not limit or otherwise affect any Obligations the obligations of the Borrower. The Borrower hereby agrees to promptly execute and deliver a new Lender Note upon hereunder or under any assignment to a new Lender effected in accordance with Section 13.4 of this Loan Agreement, and each Lender making an assignment of all or any portion of its Lender Note will either (i) if such assignment is an assignment of its entire Lender Note, deliver its Lender Note to the Borrower for termination and cancellation effective upon Borrower’s execution and delivery make payment of principal of or interest on such new Loans when due. At any time (including to replace any Lender Note to that has been destroyed or lost) when any Lender requests the assignee thereof or (ii) if such assignment is an assignment in part of such Lender Note, deliver its Lender Note to the Borrower for termination and cancellation effective upon Borrower’s execution and delivery of a new Lender Note to evidence any of its Loans, the assignee thereof Borrower shall promptly execute and deliver to such Lender the Lender Note in the appropriate amount or amounts to evidence such Loans; provided, for the avoidance of doubt, that, other than in the case of a substitute or replacement Lender Note to replace a Lender Note that has been destroyed or lost, only one Lender Note shall be issued to any Lender and the Loan Agent shall not deliver a new Lender Note to any requesting Lender until such Lender surrenders the Lender Note currently held by such Lender; provided, further, that, in the case of a substitute or replacement Lender Note, the Borrowers and the Loan Agent shall have received from such requesting Lender (i) evidence to their reasonable satisfaction of the destruction, loss or theft of any Lender Note and (ii) there is delivered to the Borrowers, the Loan Agent, the Collateral Agent and the Transfer Agent such security or indemnity as may be required by them to save each of them harmless, then, in the absence of notice to the Borrowers, the Loan Agent, the Collateral Agent and/or such Transfer Agent that such Lender Note has been acquired by a “protected purchaser” (within the meaning of Section 8-303 of the UCC), the Borrowers shall execute and, upon receipt of such executed Lender Note, the Collateral Agent shall deliver to the Holder, in lieu of any such mutilated, defaced, destroyed, lost or stolen Lender Note, the new Lender Note, of like tenor (including the same date of issuance) and equal principal or face amount, registered in the same manner, dated the date of its issuance, bearing interest from the date to which interest has been paid on the mutilated, defaced, destroyed, lost or stolen Lender Note; provided, further, that, in connection with the Stated Maturity or Redemption Date of the Loans, each Lender shall surrender the Lender Notes to the Loan Agent for payment of the Redemption Price or final payment of principal of such Loans in accordance with the Priority of Payments. Such surrender shall occur either at the address specified herein for the Loan Agent or, with respect to any Redemption Date, in accordance with the redemption notice delivered pursuant to Section 9.4 of the Indenture. If, after delivery of such new Lender Note, a protected purchaser of the predecessor Lender Note presents for payment, transfer or exchange such predecessor Lender Note, the Borrowers, the Collateral Agent, the Loan Agent and such Transfer Agent shall be entitled to recover such new Lender Note from the Person to whom it was delivered or any Person taking therefrom, and shall be entitled to recover upon the security or indemnity provided therefor to the extent of any loss, damage, cost or expense incurred by the Borrowers, the Collateral Agent, the Loan Agent and such Transfer Agent in connection therewith. In case any such mutilated, defaced, destroyed, lost or stolen Lender Note has become due and payable, the Borrowers in their discretion may, instead of issuing a new Lender Note pay such Lender Note without requiring surrender thereof except that any mutilated or defaced Lender Note shall be surrendered. Upon the issuance of any new Note under this Section 3.2, the Borrowers may require the payment by the Lender thereof of a sum sufficient to cover any tax or other governmental charge that may be imposed in relation thereto and any other expenses (including the fees and expenses of the Collateral Agent and the Loan Agent) connected therewith. All Lender Notes surrendered for payment, registration of transfer, conversion, exchange or redemption, or mutilated, defaced or deemed lost or stolen, shall be promptly canceled by the Loan Agent and may not be reissued or resold. No Lender Note may be surrendered (including any surrender in connection with any abandonment, donation, gift, contribution or other event or circumstance) except for payment as provided herein, or for registration of transfer, exchange, conversion or redemption, or for replacement in connection with any Lender Note mutilated, defaced or deemed lost or stolen. Any such Lender Note shall, if surrendered to any Person other than the Loan Agent, be delivered to the Loan Agent. All canceled Lender Notes held by the Loan Agent shall be destroyed or held by the Loan Agent in accordance with its standard retention policy unless the Borrowers shall direct by an Issuer Order received prior to destruction that they be returned to it. The provisions of this Section 3.2 are exclusive and shall preclude (to the extent lawful) all other rights and remedies with respect to the replacement or payment of mutilated, defaced, destroyed, lost or stolen Lender Notes.
Appears in 1 contract
Sources: Credit Agreement (PennantPark Floating Rate Capital Ltd.)