Notes; Register Sample Clauses
The "Notes; Register" clause establishes the procedures for issuing, maintaining, and transferring promissory notes or similar debt instruments, as well as the keeping of an official register of such notes. In practice, this clause typically outlines how notes are to be executed, who is responsible for maintaining the register, and the process for recording changes in ownership or status of the notes. Its core function is to ensure accurate record-keeping and transparency regarding the holders and status of notes, thereby reducing the risk of disputes over ownership or obligations.
Notes; Register. (a) At the request of any Lender, its Loans of a particular Class shall be evidenced by a promissory note, payable to such Lender or its registered assigns and otherwise duly completed, substantially in the form of Exhibits A-1 and A-2 of such Lender’s Revolving Loans and Term A Facility Loans, respectively; provided that any promissory notes issued in respect of New Term Loans, Other Term Loans, Extended Term Loans, New Revolving Loans, Other Revolving Loans, or Extending Revolving Loans shall be in such form as mutually agreed by Borrower and Administrative Agent.
(b) The date, amount, Type, interest rate and duration of the Interest Period (if applicable) of each Loan of each Class made by each Lender to Borrower and each payment made on account of the principal thereof, shall be recorded by such Lender or its registered assigns on its books and, prior to any transfer of any Note evidencing the Loans of such Class held by it, endorsed by such Lender (or its nominee) on the schedule attached to such Note or any continuation thereof; provided, however, that the failure of such Lender (or its nominee) to make any such recordation or endorsement or any error in such recordation or endorsement shall not affect the obligations of Borrower to make a payment when due of any amount owing hereunder or under such Note.
(c) Borrower hereby designates Administrative Agent to serve as its nonfiduciary agent, solely for purposes of this Section 2.08, to maintain a register (the “Register”) on which it will record the name and address of each Lender, the Commitment from time to time of each of the Lenders, the principal and interest amounts of the Loans made by each of the Lenders and each repayment in respect of the principal amount of the Loans of each Lender. Failure to make any such recordation or any error in such recordation shall not affect Borrower’s obligations in respect of such Loans. The entries in the Register shall be conclusive of the information noted therein (absent manifest error), and the parties hereto shall treat each Person whose name is recorded in the Register as the owner of a Loan or other obligation hereunder as the owner thereof for all purposes of the Credit Documents, notwithstanding any notice to the contrary. The Register shall be available for inspection by Borrower or any Lender (with respect to such ▇▇▇▇▇▇’s interest only) at any reasonable time and from time to time upon reasonable prior notice. No assignment shall be effective unles...
Notes; Register. (a) The Borrower's obligation to pay the principal of, and interest on, the Revolving Loans made by each Bank shall, except as provided in Sections 1.14 and 12.04, be evidenced by a promissory note duly executed and delivered by the Borrower substantially in the form of Exhibit A with blanks appropriately completed in conformity herewith (each, a "Note" and, collectively, the "Notes").
(b) The Note issued to each Bank shall: (i) be payable to the order of such Bank and be dated the Effective Date; (ii) be in a stated principal amount equal to the Commitment of such Bank and be payable in the principal amount of the Revolving Loans evidenced thereby; (iii) mature on the Maturity Date; and (iv) bear interest as provided in the appropriate clause of Section 1.09 in respect of the Reference Rate Loans and Eurodollar Loans, as the case may be, evidenced thereby.
(c) Each Bank will note on its internal records the amount of each Loan made by it and each payment in respect thereof and will prior to any transfer of its Note endorse on the reverse side thereof the outstanding principal amount of Revolving Loans evidenced thereby. Failure to make any such notation or any error in any such notation shall not affect the Borrower's obligations in respect of such Revolving Loans.
(d) The Payments Administrator shall maintain at the Payments Administrator's Office a register for the recordation of the names and addresses of the Banks, the Commitments of the Banks from time to time, and the principal amount of the Revolving Loans and Competitive Bid Loans owing to each Bank from time to time, together with the maturity and interest rates applicable to each such Competitive Bid Loan and other terms applicable thereto (the "Register"). The entries in the Register shall be conclusive and binding for all purposes, absent manifest error. The Register shall be available for inspection by the Borrower or any Bank at any reasonable time and from time to time upon reasonable prior notice.
Notes; Register. The Borrower shall maintain a register for the Note (the “Notes Register”), which includes identifying information (including at least name and address) of the Lender, as well as the outstanding principal amount of the Loan owing to the Lender from time to time. Subject to Section 2.02, the entries in the Notes Register shall be conclusive, and the Borrower shall treat each person or entity whose name is recorded in the Notes Register pursuant to the terms hereof as the Lender hereunder for all purposes of the Note. The Notes Register shall be available for inspection by the Lender, at any reasonable time and from time to time upon reasonable prior notice. No assignment, transfer or other disposition of the Note (or any portion thereof) shall be effective unless it has been recorded in the Notes Register. The Parties hereto shall take all actions reasonably necessary from time to time to establish that this Note and the amounts owing hereunder are in registered form under Section 5f.103-1(c) of the Treasury Regulations.
Notes; Register. 7 1.07 Conversions....................................................... 8 1.08 Pro Rata Borrowings............................................... 9 1.09 Interest.......................................................... 9 1.10
Notes; Register. Effective as of the Effective Date, ETRN shall record the Assignment in the Notes Register (as defined in the Note) and treat the Assignee as the Lender (as defined in the Note) for all purposes of the Note.
Notes; Register. (i) At the request of any Lender, the Revolving Credit Loans made by such Lender may be evidenced by one or more promissory notes of Borrower and PR Borrower, substantially in the form of Exhibit A-1A or Exhibit A-1B, as applicable, dated the Closing Date, payable to such Lender and otherwise duly completed.
(i) At the request of any Lender, the Term Loans made or to be made by such Lender may be evidenced by one or more promissory notes of Borrower and PR Borrower, substantially in the form of Exhibit A-2, dated the Closing Date, payable to such Lender and otherwise duly completed.
(ii) At the request of the Swing Loan Lender, the Swing Loans made by the Swing Loan Lender shall be evidenced by one or more promissory notes of Borrower and/or PR Borrower, substantially in the form of Exhibit A-3, dated the Closing Date, payable to the Swing Loan Lender and otherwise duly completed.
(b) The date, amount, Type, interest rate and duration of the Interest Period (if applicable) of each Loan of each Class made by each Lender to Borrower or PR Borrower (as the case may be), and each payment made on account of the principal thereof, shall be recorded by such Lender on its books and, prior to any transfer of any Note evidencing the Loans of such Class held by it, endorsed by such Lender on the schedule attached to such Note or any continuation thereof; provided, however, that the failure of such Lender to make any such recordation or endorsement shall not affect the obligations of Borrower or PR Borrower (as the case may be) to make a payment when due of any amount owing hereunder or under such Note.
(c) Borrower and PR Borrower hereby designate Administrative Agent to serve as their agent, solely for purposes of this Section 2.08, to maintain a register (the "Register") on which it will record the name and address of each Lender, the Commitments from time to time of each of the Lenders, the principal amount of the Loans made by each of the Lenders and each repayment in respect of the principal amount of the Loans of each Lender. Failure to make any such recordation or any error in such recordation shall not affect Borrower's or PR Borrower's obligations in respect of such Loans. The entries in the Register shall be conclusive, in the absence of manifest error, and Borrower, PR Borrower, Administrative Agent and the Lenders shall treat each Person whose name is recorded in the Register as the owner of a Loan or other obligation hereunder as the owner thereof for al...
Notes; Register. The Trustee, as Registrar, shall preserve in as current a form as is reasonably practicable a list of the names and addresses of the Holders of the Promissory Notes. For purposes of the Notes Register, the Promissory Notes shall be considered "Notes." If the Trustee is not the Registrar, the Company shall furnish to the Trustee on or before each Interest Payment Date and at such other times as the Trustee may request in writing a list of such names and addresses. Further, the Company will furnish or cause to be furnished to the Trustee:
(a) semiannually, not more than 5 days after each Record Date, a list, in such form as the Trustee may reasonably require, of the names and addresses of the Holders of Promissory Notes as of such Record Date; and
(b) at such other times as the Trustee may request in writing, within 30 days after the receipt by the Company of any such request, a list of similar form and content as of a date not more than 15 days prior to the time such list is furnished; EXCLUDING from any such list, names and addresses already received by the Trustee in its capacity as Registrar. Prior to due presentment of a Promissory Note for registration of transfer, the Company, the Trustee and any agent of the Company or the Trustee may treat the Person in whose name such Promissory Note is registered as the owner of such Promissory Note for the purpose of receiving payment of Principal of and interest on such Promissory Note and for all other purposes whatsoever, whether or not such Promissory Note be overdue, and neither the Company, the Trustee nor any agent of the Company or the Trustee shall be affected by notice to the contrary.
Notes; Register. (i) In connection with the increase in --------------- the Revolving Credit Commitments on the Amendment and Restatement Date as part of the amendments to the Original Credit Agreement, each Lender shall surrender its Notes issued in connection with its Revolving Credit Commitments under the Original Credit Agreement and be issued (if it requests) Notes pursuant to this Section 2.
Notes; Register. 1. Borrower shall maintain a register for the Note (the “Notes Register”), which shall include the name and address of the Lender, as well as the outstanding principal amount of the Note owing to the Lender from time to time. The Notes Register shall be available for inspection by the Lender, at any reasonable time and from time to time upon reasonable prior notice.
2. The entries made in the Notes Register shall, absent manifest error and to the extent permitted by applicable law, be conclusive evidence of the existence and amounts of the obligations recorded therein and the Borrower shall treat the Person whose name is recorded in the Notes Register pursuant to the terms of this Agreement as the Lender for all purposes of the Loan Documents; provided, however, that the failure of the Borrower to maintain such Notes Register or any error therein shall not in any manner affect the obligations of the Borrower to repay the Principal Amount, any unpaid interest thereof or any other amount from time to time outstanding on the Note in accordance with its terms.
Notes; Register. At the request of any Lender, its Loans of a particular Class shall be evidenced by a promissory note, payable to such Lender or its registered assigns and otherwise duly completed, substantially in the form of Exhibits A‑1 and A‑2 of such Lender’s Revolving Loans and Term Facility Loans, respectively; provided that any promissory notes issued in respect of Other Term Loans, Extended Term Loans or Extended Revolving Loans shall be in such form as mutually agreed by Borrower and Administrative Agent.