Common use of Note Register Clause in Contracts

Note Register. Borrower will maintain at all times at its principal executive office a register showing (x) the names and addresses of the beneficial holders of each Term Loan Note and (y) the amount of each Term Loan Note held by every holder (the “Note Register”) and provides for the registration and transfer of Term Loan Notes so that each Term Loan is at all times in “registered form” within the meaning of Section 163(f), 871(h)(2) and 881(c)(2) of the IRC and any related regulations (and any other relevant or successor provisions of the IRC or such regulations). Each Term Loan: (i) shall, pursuant to this clause (a), be registered as to both principal and any stated interest with Borrower or its agent, and (ii) may only be transferred or exchanged by any Lender in accordance with Section 11.1 (Successors and Assigns) hereof. Borrower shall only be required to issue, a replacement Term Loan Note in the same principal amount as the original Term Loan Note and of like tenor upon receipt of an affidavit of an officer of a Lender as to the loss, theft, destruction, or mutilation of its original Term Loan Note. Any transfer tax or governmental charge relating to such transaction shall be paid by the holder requesting the exchange. The entries in the Note Register shall be conclusive and binding for all purposes, including as to the outstanding principal amount of the Term Loan Note and the payment of interest, principal and other sums due hereunder (including under any Term Loan Note) absent manifest error and Borrower, Lenders and any of their respective agents shall treat the Person in whose name any Term Loan Note is registered as the sole and exclusive record and beneficial holder and owner of such Term Loan Note for all purposes whatsoever. Borrower shall deliver to the Collateral Agent and each Lender, promptly upon receipt of a written request therefor, a complete and correct copy of the Note Register.

Note Register. Borrower will maintain at all times at its principal executive office a register showing (x) the names that identifies each beneficial owner that is entitled to a payment of principal and addresses of the beneficial holders of stated interest on each Term Loan Note and (y) the amount of each Term Loan Note held by every holder (the “Note Register”) and provides for the registration and transfer of Term Loan Notes so that each Term Loan is at all times in “registered form” within the meaning of Section 163(f), 871(h)(2) and 881(c)(2) of the IRC and any related regulations (and any other relevant or successor provisions of the IRC or such regulations). Each Term Loan: (i) shall, pursuant to this clause (a), be registered as to both principal and any stated interest with Borrower or its agent, and (ii) may only be transferred or exchanged by any Lender only by surrender of the old instrument at the principal executive office of Borrower (or at the place of payment named in accordance with Section 11.1 (Successors the Term Loan Note, if any), accompanied, if so required by Borrower in the case of a Lender Transfer, by a written instrument of transfer in form reasonably satisfactory to ▇▇▇▇▇▇▇▇ duly executed by the holder thereof or by such holder’s attorney duly authorized in writing, and Assigns) hereof. Borrower shall only be required to issue, ▇▇▇▇▇▇▇▇ will execute and deliver in exchange therefor a replacement new Term Loan Note or Term Loan Notes, in such denomination(s) as may be requested by such holder, of like tenor and in the same aggregate outstanding principal amount as the original aggregate outstanding principal amount of the Term Loan Note(s) so surrendered. Any Term Loan Note and of like tenor upon receipt of an affidavit of an officer of a Lender as to the loss, theft, destruction, or mutilation of its original issued in exchange for any other Term Loan NoteNote or upon transfer thereof shall carry the rights to unpaid interest and interest to accrue that were carried by the Term Loan Note so exchanged or transferred, and neither gain nor loss of interest shall result from any such transfer or exchange. Any transfer tax or governmental charge relating to such transaction shall be paid by the holder requesting the exchange. The entries in the Note Register shall be conclusive and binding for all purposes, including as to the outstanding principal amount of the Term Loan Note and the payment of interest, principal and other sums due hereunder (including under any Term Loan Note) absent manifest error and Borrower▇▇▇▇▇▇▇▇, Lenders and any of their respective agents shall may treat the Person in whose name any Term Loan Note is registered as the sole and exclusive record and beneficial holder and owner of such Term Loan Note for all purposes whatsoever. Borrower shall deliver to the Collateral Agent and each Lender, promptly upon receipt of a written request therefor, a complete and correct copy of the Note Register.

Note Register. Borrower will maintain at all times at its principal executive office a register showing (x) the names that identifies each beneficial owner that is entitled to a payment of principal and addresses of the beneficial holders of stated interest on each Term Loan Note and (y) the amount of each Term Loan Note held by every holder (the “Note Register”) and provides for the registration and transfer of Term Loan Notes so that each Term Loan is at all times in “registered form” within the meaning of Section 163(f), 871(h)(2) and 881(c)(2) of the IRC and any related regulations (and any other relevant or successor provisions of the IRC or such regulations). Each Term Loan: (i) shall, pursuant to this clause (a), be registered as to both principal and any stated interest with Borrower or its agent, and (ii) may only be transferred or exchanged by any Lender only by surrender of the old instrument at the principal executive office of Borrower (or at the place of payment named in accordance with Section 11.1 (Successors the Term Loan Note, if any), accompanied, if so required by Borrower in the case of a Lender Transfer, by a written instrument of transfer in form reasonably satisfactory to ▇▇▇▇▇▇▇▇ duly executed by the holder thereof or by such holder’s attorney duly authorized in writing, and Assigns) hereof. Borrower shall only be required to issue, ▇▇▇▇▇▇▇▇ will execute and deliver in exchange therefor a replacement new Term Loan Note or Term Loan Notes, in such denomination(s) as may be requested by such holder, of like tenor and in the same aggregate outstanding principal amount as the original aggregate outstanding principal amount of the Term Loan Note(s) so surrendered. Any Term Loan Note and of like tenor upon receipt of an affidavit of an officer of a Lender as to the loss, theft, destruction, or mutilation of its original issued in exchange for any other Term Loan NoteNote or upon transfer thereof shall carry the rights to unpaid interest and interest to accrue that were carried by the Term Loan Note so exchanged or transferred, and neither gain nor loss of interest shall result from any such transfer or exchange. Any transfer tax or governmental charge relating to such transaction shall be paid by the holder requesting the exchange. The entries in the Note Register shall be conclusive and binding for all purposes, including as to the outstanding principal amount of the Term Loan Note and the payment of interest, principal and other sums due hereunder (including under any Term Loan Note) absent manifest error and Borrower▇▇▇▇▇▇▇▇, Lenders and any of their respective agents shall may treat the Person in whose name any Term Loan Note is registered as the sole and exclusive record and beneficial holder and owner of such Term Loan Note for all purposes whatsoever. Borrower shall deliver to the Collateral Agent and each Each Lender, promptly upon receipt of a written request thereforseverally and not jointly, a complete represents that any interest that may become due and correct copy of owing under this Agreement qualifies for the Note Registerportfolio interest exception from withholding on interest payments pursuant to IRC Sections 871(h) and 881(c).

Note Register. Borrower will maintain at all times at its principal executive office a register showing (x) the names that identifies each beneficial owner that is entitled to a payment of principal and addresses of the beneficial holders of stated interest on each Term Loan Note and (y) the amount of each Term Loan Note held by every holder (the “Note Register”) and provides for the registration and transfer of Term Loan Notes so that each Term Loan is at all times in “registered form” within the meaning of Section 163(f), 871(h)(2) and 881(c)(2) of the IRC and any related regulations (and any other relevant or successor provisions of the IRC or such regulations). Each Term Loan: (i) shall, pursuant to this clause (a), be registered as to both principal and any stated interest with Borrower or its agent, and (ii) may only be transferred or exchanged by any Lender and by surrender of the old instrument at the principal executive office of Borrower (or at the place of payment named in accordance with Section 11.1 (Successors the Term Loan Note, if any), accompanied, if so required by Borrower in the case of a Lender Transfer, by a written instrument of transfer in form reasonably satisfactory to ▇▇▇▇▇▇▇▇ duly executed by the holder thereof or by such holder’s attorney duly authorized in writing, and Assigns) hereof. Borrower shall only be required to issue, ▇▇▇▇▇▇▇▇ will execute and deliver in exchange therefor a replacement new Term Loan Note or Term Loan Notes, in such denomination(s) as may be requested by such holder, of like tenor and in the same aggregate outstanding principal amount as the original aggregate outstanding principal amount of the Term Loan Note(s) so surrendered. Any Term Loan Note and of like tenor upon receipt of an affidavit of an officer of a Lender as to the loss, theft, destruction, or mutilation of its original issued in exchange for any other Term Loan NoteNote or upon transfer thereof shall carry the rights to unpaid interest and interest to accrue that were carried by the Term Loan Note so exchanged or transferred, and neither gain nor loss of interest shall result from any such transfer or exchange. Any transfer tax or governmental charge relating to such transaction shall be paid by the holder requesting the exchange. The entries in the Note Register shall be conclusive and binding for all purposes, including as to the outstanding principal amount of the Term Loan Note and the payment of interest, principal and other sums due hereunder (including under any Term Loan Note) absent manifest error and Borrower▇▇▇▇▇▇▇▇, Lenders and any of their respective agents shall may treat the Person in whose name any Term Loan Note is registered as the sole and exclusive record and beneficial holder and owner of such Term Loan Note for all purposes whatsoever. Borrower shall deliver to the Collateral Agent and each Lender, promptly upon receipt of a written request therefor, a complete and correct copy of the Note Register.

Note Register. Borrower will maintain at all times at its principal executive office a register showing (x) the names that identifies each beneficial owner that is entitled to a payment of principal and addresses of the beneficial holders of stated interest on each Term Loan Note and (y) the amount of each Term Loan Note held by every holder (the “Note Register”) and provides for the registration and transfer of Term Loan Notes so that each Term Loan is at all times in “registered form” within the meaning of Section 163(f), 871(h)(2) and 881(c)(2) of the IRC and any related regulations (and any other relevant or successor provisions of the IRC or such regulations), including without limitation under United States Treasury Regulations Section 5f.103-1(c) and Proposed Regulations Section 1.163-5 (and any successor provisions), and the provisions of this Agreement shall be construed in a manner that gives effect to such intent. Each Term Loan: (i) shall, pursuant to this clause (a), be registered as to both principal and any stated interest with Borrower or its agent, and (ii) may only be transferred or exchanged by any Lender only by surrender of the old instrument at the principal executive office of Borrower (or at the place of payment named in accordance with Section 11.1 (Successors the Term Loan Note, if any), accompanied, if so required by Borrower in the case of a Lender Transfer, by a written instrument of transfer in form reasonably satisfactory to ▇▇▇▇▇▇▇▇ duly executed by the holder thereof or by such holder’s attorney duly authorized in writing, and Assigns) hereof. Borrower shall only be required to issue, ▇▇▇▇▇▇▇▇ will execute and deliver in exchange therefor a replacement new Term Loan Note or Term Loan Notes, in such denomination(s) as may be requested by such holder, of like tenor and in the same aggregate outstanding principal amount as the original aggregate outstanding principal amount of the Term Loan Note(s) so surrendered. Any Term Loan Note and of like tenor upon receipt of an affidavit of an officer of a Lender as to the loss, theft, destruction, or mutilation of its original issued in exchange for any other Term Loan NoteNote or upon transfer thereof shall carry the rights to unpaid interest and interest to accrue that were carried by the Term Loan Note so exchanged or transferred, and neither gain nor loss of interest shall result from any such transfer or exchange. Any transfer tax or governmental charge relating to such transaction shall be paid by the holder requesting the exchange. The entries in the Note Register shall be conclusive and binding for all purposes, including as to the outstanding principal amount of the Term Loan Note and the payment of interest, principal and other sums due hereunder (including under any Term Loan Note) absent manifest error and Borrower▇▇▇▇▇▇▇▇, Lenders and any of their respective agents shall may treat the Person in whose name any Term Loan Note is registered as the sole and exclusive record and beneficial holder and owner of such Term Loan Note for all purposes whatsoever. Borrower shall deliver to the Collateral Agent and each Lender, promptly upon receipt of a written request therefor, a complete and correct copy of the Note Register.

Note Register. Borrower will maintain at all times at its principal executive office a register showing (x) the names that identifies each beneficial owner that is entitled to a payment of principal and addresses of the beneficial holders of stated interest on each Term Loan Note and (y) the amount of each Term Loan Note held by every holder (the “Note Register”) and provides for the registration and transfer of Term Loan Notes so that each Term Loan is at all times in “registered form” within the meaning of Section 163(f), 871(h)(2) and 881(c)(2) of the IRC and any related regulations (and any other relevant or successor provisions of the IRC or such regulations). Each Term Loan: (i) shall, pursuant to this clause (a), be registered as to both principal and any stated interest with Borrower or its agent, and (ii) may only be transferred or exchanged by any Lender only by surrender of the old instrument at the principal executive office of Borrower (or at the place of payment named in accordance with Section 11.1 (Successors the Term Loan Note, if any), accompanied, if so required by Borrower in the case of a Lender Transfer, by a written instrument of transfer in form reasonably satisfactory to ▇▇▇▇▇▇▇▇ duly executed by the holder thereof or by such holder’s attorney duly authorized in writing, and Assigns) hereof. Borrower shall only be required to issue, ▇▇▇▇▇▇▇▇ will execute and deliver in exchange therefor a replacement new Term Loan Note or Term Loan Notes, in such denomination(s) as may be requested by such holder, of like tenor and in the same aggregate outstanding principal amount as the original aggregate outstanding principal amount of the Term Loan Note(s) so surrendered. Any Term Loan Note and of like tenor upon receipt of an affidavit of an officer of a Lender as to the loss, theft, destruction, or mutilation of its original issued in exchange for any other Term Loan Note. Any Note or upon transfer tax or governmental charge relating thereof shall carry the rights to such transaction shall be paid unpaid interest and interest to accrue that were carried by the holder requesting the Term Loan Note so exchanged or transferred, and neither gain nor loss of interest shall result from any such transfer or exchange. The entries in the Note Register shall be conclusive and binding for all purposes, including as to the outstanding principal amount of the Term Loan Note and the payment of interest, principal and other sums due hereunder (including under any Term Loan Note) absent manifest error and Borrower▇▇▇▇▇▇▇▇, Lenders and any of their respective agents shall may treat the Person in whose name any Term Loan Note is registered as the sole and exclusive record and beneficial holder and owner of such Term Loan Note for all purposes whatsoever. Borrower shall deliver to the Collateral Agent and each Lender, promptly upon receipt of a written request therefor, a complete and correct copy of the Note Register.