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 unless recorded in the Register; provided that Administrative Agent agrees to record in the Register any assignment entered into pursuant to the term hereof promptly after the effectiveness of such assignment.
Appears in 3 contracts
Sources: Credit Agreement (Wynn Resorts LTD), Credit Agreement (Wynn Resorts LTD), Credit Agreement (Wynn Resorts LTD)
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, Loans or Extending Extended 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 unless recorded in the Register; provided that Administrative Agent agrees to record in the Register any assignment entered into pursuant to the term hereof promptly after the effectiveness of such assignment.
Appears in 3 contracts
Sources: Credit Agreement (Wynn Resorts LTD), Credit Agreement (Wynn Las Vegas LLC), Credit Agreement (Wynn Resorts LTD)
Notes; Register. (a) At Unless the request Agent shall have been advised by a Lender that it does not want to receive a Note, each Lender's Loans under each of any Lender, its Loans of a particular Class Commitments shall be evidenced by a promissory note, 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 order of such Lender (in a maximum principal amount equal to such Lender's applicable Percentage of the original applicable Commitment Amount. Whether or its nominee) to make any such recordation or endorsement or any error in such recordation or endorsement shall not affect a Loan is evidenced by a Note, 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 the purposes of this Section 2.08Section, to maintain a register (the “"Register”") on which it Agent will record the name and address of each Lender, the Commitment from time to time of each of the Lenders, the principal Commitments 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 from time to time. No payment with respect to the outstanding principal and interest applicable for each of the Loans shall be made to any Person other than the Person identified in such Register as the Lender. Failure to make any such recordation or any error errors in such recordation shall not affect the Borrower’s 's obligations in respect of such Loans. The entries in the Register shall be conclusive of and binding on the information noted therein (Borrower absent manifest error). Upon reasonable notice and during normal business hours, 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 representatives 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 may from time to time upon reasonable prior noticeinspect the Register. No assignment The Borrower hereby irrevocably authorizes each Lender to make (or cause to be made) appropriate notations on the grid attached to such Lender's Notes (or on any continuation of such grid), which notations, if made, shall evidence, inter alia, the date of, the outstanding principal of, and the interest rate and Interest Period applicable to the Loans and L/C Advances evidenced thereby. Such notations shall be effective unless recorded in conclusive and binding on the RegisterBorrower absent manifest error; provided provided, however, that Administrative Agent agrees the failure of any Lender to record in make any such notations shall not limit or otherwise affect any Obligations of the Register Borrower or any assignment entered into pursuant to the term hereof promptly after the effectiveness of such assignmentother Obligor.
Appears in 2 contracts
Sources: Credit Agreement (Calpine Corp), Credit Agreement (Calpine Corp)
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 A‑1 and, A‑2 and A-2 A-3 of such Lender’s Revolving Loans, Term Facility Loans and Term A Facility II 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, Loans or Extending Extended 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 unless recorded in the Register; provided that Administrative Agent agrees to record in the Register any assignment entered into pursuant to the term hereof promptly after the effectiveness of such assignment.such
Appears in 2 contracts
Sources: Credit Agreement (Wynn Resorts LTD), Credit Agreement (Wynn Las Vegas LLC)
Notes; Register. (a) At The Borrower’s obligation to pay the request principal of, and interest on, the Loans made by each Lender shall be set forth in the Register maintained by the Administrative Agent pursuant to Section 12.04(f) and, subject to the provisions of any LenderSection 1.05(e), its Loans of a particular Class shall be evidenced (i) if Revolving Loans, by a promissory notenote duly executed and delivered by the Borrower substantially in the form of Exhibit A-1 with blanks appropriately completed in conformity herewith (each, a “Revolving Note” and, collectively, the “Revolving Notes”) and (ii) if Swingline Loans, by a promissory note duly executed and delivered by the Borrower substantially in the form of Exhibit A-2 with blanks appropriately completed in conformity herewith (the “Swingline Note” and, together with the Revolving Notes, each, a “Note” and, collectively, the “Notes”).
(b) The Revolving Note issued to each Lender with a Revolving Loan Commitment or outstanding Revolving Loans shall (i) be executed by the Borrower, (ii) be payable to such Lender or its registered assigns and otherwise duly completedbe dated the Fifth Restatement Effective Date (or, substantially in the form case of Exhibits A-1 any Revolving Note issued after the Fifth Restatement Effective Date, the date of issuance thereof), (iii) be in a stated principal amount equal to the Revolving Loan Commitment of such Lender on the date of issuance thereof (or, if issued after the termination of such Revolving Loan Commitment, in a stated principal amount equal to the outstanding principal amount of the Revolving Loans of such Lender on the date of the issuance thereof) and A-2 be payable in the principal amount of the Revolving Loans evidenced thereby from time to time, (iv) mature on such Lender’s Revolving Loans and Term A Facility LoansRL Maturity Date, respectively; (v) bear interest as provided that any promissory notes issued in the appropriate clause of Section 1.08 in respect of New Term the Reference Rate Loans and Eurodollar Loans, Other Term Loansas the case may be, Extended Term Loansevidenced thereby, New Revolving Loans, Other Revolving Loans, or Extending Revolving Loans shall (vi) be subject to voluntary repayment as provided in such form Section 4.01 and mandatory repayment as mutually agreed by Borrower provided in Section 4.02 and Administrative Agent(vii) be entitled to the benefits of this Agreement and the other Credit Documents.
(bc) The dateSwingline Note issued to each Swingline Lender with a Swingline Commitment or outstanding Swingline Loans shall (i) be executed by the Borrower, amount, Type, interest rate and duration of the Interest Period (if applicableii) of each Loan of each Class made by each Lender be payable to Borrower and each payment made on account of the principal thereof, shall be recorded by such Swingline Lender or its registered assigns and be dated the Fifth Restatement Effective Date (or, in the case of any Swingline Note issued after the Fifth Restatement Effective Date, the date of issuance thereof), (iii) be in a stated principal amount equal to the Swingline Commitment of such Swingline Lender on the date of issuance thereof (or, if issued after the termination of such Swingline Commitment, in a stated principal amount equal to the outstanding principal amount of the Swingline Loans of such Swingline Lender on the date of the issuance thereof) and be payable in the principal amount of the Swingline Loans evidenced thereby from time to time, (iv) mature on such Swingline Lender’s Swingline Maturity Date, (v) bear interest as provided in the appropriate clause of Section 1.08 in respect of the Reference Rate Loans evidenced thereby, (vi) be subject to voluntary repayment as provided in Section 4.01 and mandatory repayment as provided in Section 4.02 and (vii) be entitled to the benefits of this Agreement and the other Credit Documents.
(d) Each Lender will note on its books and, internal records the amount of each Loan made by it and each payment in respect thereof and will prior to any transfer of any its Note evidencing the Loans of such Class held by it, endorsed by such Lender (or its nominee) endorse on the schedule attached to such Note or any continuation thereof; provided, however, that reverse side thereof 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 outstanding principal amount of the Loans of each Lenderevidenced thereby. Failure to make any such recordation notation or any error in any such recordation notation shall not affect the Borrower’s obligations in respect of such Loans.
(e) Notwithstanding anything to the contrary contained above or elsewhere in this Agreement, Notes shall only be delivered to Lenders that at any time specifically request the delivery of such Notes. The entries No failure of any Lender to request or obtain a Note evidencing its Loans to the Borrower shall affect or in any manner impair the Register shall be conclusive obligations of the information noted therein Borrower to pay the Loans (absent manifest error)and all related Obligations) which would otherwise be evidenced thereby in accordance with the requirements of this Agreement, and shall not in any way affect the parties hereto shall treat each Person whose name is recorded in the Register as the owner of a Loan security 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 unless recorded in the Register; guaranties therefor provided that Administrative Agent agrees to record in the Register any assignment entered into pursuant to the term hereof various Credit Documents. Any Lender that does not have a Note evidencing its outstanding Loans shall in no event be required to make the notations otherwise described in preceding clause (d). At any time when any Lender requests the delivery of a Note to evidence any of its Loans, the Borrower shall promptly after execute and deliver to the effectiveness of respective Lender the requested Note or Notes in the appropriate amount or amounts to evidence such assignmentLoans.
Appears in 1 contract
Notes; Register. (a) At the request of any Lender, its Loans of a particular Class shall be evidenced by a promissory note, dated the Closing Date, payable to such Lender (or its registered assigns nominee) and otherwise duly completed, substantially in the form of Exhibits A-1 EXHIBIT ▇-▇, ▇-▇, ▇-▇, ▇-▇, ▇-▇ and A-2 of A-6, for such Lender’s 's Revolving Loans and Loans, Term A Facility Loans, respectively; provided that any promissory notes issued in respect of New Term B Facility Loans, Other Term C Facility Loans, Extended Term Capital Markets Facility Loans and Swing Loans, New Revolving Loans, Other Revolving Loans, or Extending Revolving Loans shall be in such form as mutually agreed by Borrower and Administrative Agentrespectively.
(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 nominee) 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; providedPROVIDED, howeverHOWEVER, that the failure of such Lender (or its nominee) to make any such recordation or endorsement or any error in any 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”"REGISTER") on which it Administrative Agent 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 amount of the Loans made by each of the Lenders and each repayment in respect of the principal amount of the Loans of each LenderLender and assignments and transfers of Loans and Notes pursuant to Section 12.06(b). Failure to make any such recordation or any error in such recordation shall not affect Borrower’s 's obligations in respect of such Loans. The entries in the Register shall be conclusive conclusive, in the absence 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 Loan, a Note or other obligation hereunder as the owner thereof for all the purposes of the Credit Documentsreceiving principal and interest and all other purposes, 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 unless recorded in the Register; provided that Administrative Agent agrees to record in the Register any assignment entered into pursuant to the term hereof promptly after the effectiveness of such assignment.
Appears in 1 contract
Notes; Register. (a) At the request of any Lender, its The Revolving Credit Loans of made by each --------------- Revolving Credit Lender who has requested a particular Class Note shall be evidenced by a single promissory notenote of Borrower substantially in the form of Exhibit A-1, dated the ----------- date hereof, payable to such Lender (or its registered assigns nominee) and otherwise duly completed, .
(i) The Tranche A Term Loans made by each Tranche A Term Loan Lender who has requested a Note shall be evidenced by a single promissory note of Borrower substantially in the form of Exhibits A-1 Exhibit A-2, dated the date hereof, ----------- payable to such Lender (or its nominee) 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 Agentotherwise duly completed.
(bii) The Tranche B Term Loans made by each Tranche B Term Loan Lender who has requested a Note shall be evidenced by a single promissory note of Borrower substantially in the form of Exhibit A-3, dated the date hereof, payable to such Lender (or its nominee) and otherwise duly completed.
(iii) The Swing Loans made by the Swing Loan Lender shall be evidenced by a single promissory note of Borrower substantially in the form of Exhibit ------- A-4, dated the date hereof, payable to the Swing Loan Lender and otherwise duly --- completed.
(c) 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 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.
(cd) Borrower hereby designates Administrative Agent to serve as its nonfiduciary Borrower's 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 's obligations in respect of such Loans. The entries in the Register shall be conclusive conclusive, in the absence of the information noted therein (absent manifest error), and Borrower, Administrative Agent and the parties hereto 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 all purposes of this Agreement and the other 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 unless recorded in the Register; provided that Administrative Agent agrees to record in the Register any assignment entered into pursuant to the term hereof promptly after the effectiveness of such assignment.
Appears in 1 contract
Sources: Credit Agreement (Krasovec Frank P)
Notes; Register. (a) At The Borrower's obligation to pay the request of any principal of, and interest on, the Revolving Loans made by each Lender shall, except as provided in Sections 1.15 and 12.04 and only to the extent requested by such Lender, its Loans of a particular Class shall be evidenced by a promissory note, payable to such Lender or its registered assigns note duly executed and otherwise duly completed, delivered by the Borrower substantially in the form of Exhibits A-1 and A-2 of such Lender’s Revolving Loans and Term Exhibit A Facility Loanswith blanks appropriately completed in conformity herewith (each, respectively; provided that any promissory notes issued in respect of New Term Loansa "Note" and, Other Term Loanscollectively, 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 Agentthe "Notes").
(b) The dateNote issued to each Lender shall (i) be payable to the order of such Lender and be dated the Restatement Effective Date, amount, Type, interest rate (ii) be in a stated principal amount equal to the Commitment of such Lender and duration be payable in the principal amount of the Interest Period Revolving Loans evidenced thereby, (if applicableiii) mature on such Lender's Final 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 Lender will note on its internal records the amount of each Loan of each Class made by each Lender to Borrower it and each payment made on account of the principal thereof, shall be recorded by such Lender or its registered assigns on its books and, in respect thereof and will prior to any transfer of any its Note evidencing the Loans of such Class held by it, endorsed by such Lender (or its nominee) endorse on the schedule attached to such Note or any continuation thereof; provided, however, that reverse side thereof 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 outstanding principal amount of the Revolving Loans of each Lenderevidenced thereby. Failure to make any such recordation notation or any error in any such recordation notation shall not affect the Borrower’s 's obligations in respect of such Revolving Loans.
(d) The Administrative Agent shall maintain at the Administrative Agent's Office a register for the recordation of the names and addresses of the Lenders, the Commitments (and Short-Term Commitments and Long-Term Commitments, if any) of the Lenders from time to time, and the principal amount of the Revolving Loans, Swingline Loans and Competitive Bid Loans owing to each Lender 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 of the information noted therein (and binding for all purposes, 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 the 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 unless recorded in the Register; provided that Administrative Agent agrees to record in the Register any assignment entered into pursuant to the term hereof promptly after the effectiveness of such assignment.
Appears in 1 contract
Sources: Credit Agreement (Rj Reynolds Tobacco Holdings Inc)
Notes; Register. (a) At The Borrower's obligation to pay the request of any principal of, and interest on, the Revolving Loans made by each Lender shall, except as provided in Sections 1.15 and 12.04 and only to the extent requested by such Lender, its Loans of a particular Class shall be evidenced by a promissory note, payable to such Lender or its registered assigns note duly executed and otherwise duly completed, delivered by the Borrower substantially in the form of Exhibits A-1 and A-2 of such Lender’s Revolving Loans and Term Exhibit A Facility Loanswith blanks appropriately completed in conformity herewith (each, respectively; provided that any promissory notes issued in respect of New Term Loansa "Note" and, Other Term Loanscollectively, 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 Agentthe "Notes").
(b) The dateNote issued to each Lender shall (i) be payable to the order of such Lender and be dated the Second Restatement Effective Date, amount, Type, interest rate (ii) be in a stated principal amount equal to the Commitment of such Lender and duration be payable in the principal amount of the Interest Period Revolving Loans evidenced thereby, (if applicableiii) mature on such Lender's Final 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 Lender will note on its internal records the amount of each Loan of each Class made by each Lender to Borrower it and each payment made on account of the principal thereof, shall be recorded by such Lender or its registered assigns on its books and, in respect thereof and will prior to any transfer of any its Note evidencing the Loans of such Class held by it, endorsed by such Lender (or its nominee) endorse on the schedule attached to such Note or any continuation thereof; provided, however, that reverse side thereof 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 outstanding principal amount of the Revolving Loans of each Lenderevidenced thereby. Failure to make any such recordation notation or any error in any such recordation notation shall not affect the Borrower’s 's obligations in respect of such Revolving Loans.
(d) The Administrative Agent shall maintain at the Administrative Agent's Office a register for the recordation of the names and addresses of the Lenders, the Commitments (and Short-Term Commitments and Long-Term Commitments, if any) of the Lenders from time to time, and the principal amount of the Revolving Loans, Swingline Loans and Competitive Bid Loans owing to each Lender 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 of the information noted therein (and binding for all purposes, 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 the 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 unless recorded in the Register; provided that Administrative Agent agrees to record in the Register any assignment entered into pursuant to the term hereof promptly after the effectiveness of such assignment.
Appears in 1 contract
Sources: Credit Agreement (Rj Reynolds Tobacco Holdings Inc)
Notes; Register. (a) At the request of any Lender, its Loans of a particular Class shall be evidenced by a promissory note, dated the Closing Date, payable to such Lender (or its registered assigns nominee) and otherwise duly completed, substantially in the form of Exhibits A-1 EXHIBITS ▇-▇, ▇-▇, ▇-▇ and A-2 of A-4, for such Lender’s 's Revolving Loans and Loans, Term A Facility Loans, respectively; provided that any promissory notes issued in respect of New Term B Facility Loans and Term C Facility 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 Agentrespectively.
(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 nominee) 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; providedPROVIDED, howeverHOWEVER, 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”"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 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 's obligations in respect of such Loans. The entries in the Register shall be conclusive conclusive, in the absence 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 unless recorded in the Register; provided that Administrative Agent agrees to record in the Register any assignment entered into pursuant to the term hereof promptly after the effectiveness of such assignment.
Appears in 1 contract
Notes; Register. (a) At the request of any Lender, its The Revolving Credit Loans of a particular Class made by each Revolving Credit Lender shall be evidenced by a single promissory notenote of Borrower substantially in the form of EXHIBIT A-1, dated the date hereof, payable to such Lender or its registered assigns and otherwise duly completed, .
(b) The Term Loans made by each Term Loan Lender shall be evidenced by a single promissory note of Borrower substantially in the form of Exhibits A-1 EXHIBIT A-2, dated the date hereof, payable to such Lender 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 Agentotherwise duly completed.
(bc) 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 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; providedPROVIDED, howeverHOWEVER, 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.
(cd) Borrower hereby designates the Administrative Agent to serve as its nonfiduciary Borrower's agent, solely for purposes of this Section 2.08, to maintain a register (the “Register”"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 's obligations in respect of such Loans. The entries in the Register shall be conclusive conclusive, in the absence of the information noted therein (absent manifest error), and Borrower, the parties hereto 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 all purposes of this Agreement and the Credit other Basic 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 unless recorded in the Register; provided that Administrative Agent agrees to record in the Register any assignment entered into pursuant to the term hereof promptly after the effectiveness of such assignment.
Appears in 1 contract
Notes; Register. (a) At Borrower shall execute and deliver to --------------- each Lender on 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, Closing Date which requests an Initial Note an Initial Note dated the Closing Date substantially in the form of Exhibits Exhibit A-1 to evidence the ----------- portion of the Initial Loan made on such date by such Lender and A-2 with appropriate insertions ("Original Initial Notes"). On each interest payment ---------------------- date prior to the Conversion Date on which Borrower elects to pay a PIK Interest Amount pursuant to Section 3 (if and to the extent Borrower is permitted to pay a PIK Interest Amount in lieu of cash), Borrower shall execute and deliver to each Lender on such interest payment date a note dated such interest payment date substantially in the form of Exhibit A-1 in a principal amount equal to ----------- such Lender's pro rata portion of such PIK Interest Amount and with other appropriate insertions (each a "Subsequent Initial Note" and, together with the ----------------------- Original Initial Notes, the "Initial Notes"). A Subsequent Initial Note shall ------------- bear interest at a rate per annum from the date of its issuance at the same rate --- ----- per annum borne by all Initial Notes. --- ----- Borrower shall execute and deliver to each Lender on the Conversion Date which requests a Term Note, a Term Note dated the Conversion Date substantially in the form of Exhibit A-2 to evidence the Term Loan made on such ----------- date, in the principal amount of the Initial Notes held by such Lender on such date and with other appropriate insertions (collectively, the "Original Term ------------- Notes"). On or after the Conversion Date, on each interest payment date on ----- which Borrower elects to pay a PIK Interest Amount pursuant to Section 3 (if and to the extent Borrower is permitted to pay a PIK Interest Amount in lieu of cash), Borrower shall execute and deliver to each Lender on such interest payment date a note dated such interest payment date substantially in the form of Exhibit A-2 in a principal amount equal to such Lender’s Revolving Loans 's pro rata portion of ----------- --- ---- such PIK Interest Amount and with other appropriate insertions (each a "Subsequent Term Note" and, together with the Original Term Notes, the "Term -------------------- ---- Notes"). A Facility Loans, respectively; provided that any promissory notes issued in respect of New Subsequent Tenn Note shall bear interest at the same rate borne by ----- all 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 AgentNotes.
(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 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 amount of the Initial 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 's obligations in respect of such Initial Loans. The entries in the Register shall be conclusive prima facie evidence of the information noted therein (absent manifest error)Borrower's Loans, and Borrower, Administrative Agent and the parties hereto Lenders shall treat each Person whose name is recorded in the Register as the owner of a an Initial Loan or other obligation hereunder as the owner thereof for all purposes of this Agreement and the other 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 unless recorded in the Register; provided that Administrative Agent agrees to record in the Register any assignment entered into pursuant to the term hereof promptly after the effectiveness of such assignment.
Appears in 1 contract
Sources: Senior Subordinated Credit Agreement (Princess Beverly Coal Holding Co Inc)
Notes; Register. (a) At the request of any Lender, its The Revolving Credit Loans of a particular Class made or to be made by each Revolving Credit Lender shall be evidenced by a one or more promissory note, payable to such Lender or its registered assigns and otherwise duly completednotes of Borrower, substantially in the form of Exhibits A-1 Exhibit A-1, dated the Closing Date, payable to such Revolving Credit Lender 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 Agentotherwise duly completed.
(b) The Swing Loans made by Fleet National Bank shall be evidenced by a single promissory note of Borrower substantially in the form of Exhibit A-2, dated the Closing Date, payable to Fleet National Bank and otherwise duly completed.
(c) The date, amount, Type, interest rate and duration of the Interest Period (if applicable) of each Loan of each Class made by each Revolving Credit Lender to Borrower Borrower, and each payment made on account of the principal thereof, shall be recorded by such Revolving Credit 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 Revolving Credit Lender (or its nominee) on the schedule attached to such Note or any continuation thereof; provided, however, that the failure of such Revolving Credit 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.
(cd) Borrower hereby designates the Administrative Agent to serve as its nonfiduciary Borrower’s agent, solely for purposes of this Section 2.082.9, to maintain a register (the “Register”) on which it will record the name and address of each Revolving Credit Lender, the Revolving Credit Commitment from time to time of each of the Revolving Credit Lenders, the principal and interest amounts amount of the Loans made by each of the Revolving Credit Lenders and each repayment in respect of the principal amount of the Loans of each Revolving Credit 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 conclusive, in the absence of the information noted therein (absent manifest error), and Borrower, the parties hereto Administrative Agent and the Revolving Credit 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 all purposes of this Agreement and the other Credit Documents, notwithstanding any notice to the contrary. The Register shall be available for inspection by Borrower or any Revolving Credit 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 unless recorded in the Register; provided that Administrative Agent agrees to record in the Register any assignment entered into pursuant to the term hereof promptly after the effectiveness of such assignment.
Appears in 1 contract
Notes; Register. (a) At the request of any Lender, its Term Facility 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 Exhibit A of such Lender’s Revolving Loans and Term A Facility Loans, respectivelyand in the case of any New Term Loans, such form of promissory note provided pursuant to the applicable Incremental Joinder Agreement; provided that any promissory notes issued in respect of New Term Loans, Other Term Loans, Loans or 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 (solely with respect to such ▇▇▇▇▇▇Lender’s interest onlyLoans) at any reasonable time and from time to time upon reasonable prior notice. No assignment shall be effective unless recorded in the Register; provided that Administrative Agent agrees to record in the Register any assignment entered into pursuant to the term hereof promptly after the effectiveness of such assignment.
Appears in 1 contract
Sources: Credit Agreement (Wynn Resorts LTD)
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 A-3 hereto of such Lender’s Revolving Loans and Loans, Term A Facility Loans and Swingline Loans, respectively; provided that any promissory notes issued in respect of New Term Loans, Other Term Loans, Extended Term Loans, Loans or New Revolving Loans, Other Revolving Loans, Loans or Extending Extended 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 nominee) 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 amount of the Loans made by each of the Lenders (and the related interest thereon) 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 prima facie evidence 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 unless recorded in the Register; provided provided, however, that Administrative Agent agrees to shall record in the Register any assignment entered into pursuant to the term terms hereof promptly after the effectiveness of such assignment.
Appears in 1 contract
Sources: Credit Agreement (Boyd Gaming Corp)
Notes; Register. (a) At the request of any Lender, its Loans of a particular Class shall be evidenced by a promissory note, dated the Closing Date, payable to such Lender (or its registered assigns nominee) and otherwise duly completed, substantially in the form of Exhibits A-1 and A-2 of ▇-▇, ▇-▇ ▇▇▇ ▇-▇ for such Lender’s 's Revolving Loans, Term A Facility Loans and Term A B 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 nominee) 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 Collateral 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 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 's obligations in respect of such Loans. The entries in the Register shall be conclusive prima facie evidence of the information noted therein (absent manifest error)therein, and the parties hereto shall treat each Person 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 unless recorded in the Register; provided that Administrative Agent agrees to record in the Register any assignment entered into pursuant to the term hereof promptly after the effectiveness of such assignment.
Appears in 1 contract
Notes; Register. (a) At (i) Each Revolving Credit Lender may request Notes to be issued in connection with its Revolving Credit Commitments by written notice to the request of Administrative Agent. The Revolving Credit Loans made or to be made by any Lender, its Loans of Revolving Credit Lender who has requested a particular Class Note shall be evidenced by a one or more promissory note, payable to such Lender or its registered assigns and otherwise duly completednotes of Borrower, substantially in the form of Exhibits A-1 Exhibit A-1, payable to such Lender and A-2 otherwise duly completed.
(i) At the request of each Lender having Term Loan Commitments by written notice to the Administrative Agent, the Term Loans made by such Lender’s Revolving Loans and Term A Facility Loans, respectively; provided that any Lender shall be evidenced by one or more promissory notes issued of Borrower, substantially in respect the form of New Term LoansExhibit A-2, Other Term Loanspayable to such Lender and otherwise duly completed.
(ii) At the request of the Swing Loan Lender by written notice to the Administrative Agent, Extended Term Loans, New Revolving Loans, Other Revolving Loans, or Extending Revolving the Swing Loans made by the Swing Loan Lender shall be evidenced by one or more promissory notes of Borrower, substantially in such the form as mutually agreed by Borrower of Exhibit A-3, payable to the Swing Loan Lender and Administrative Agentotherwise 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 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 making any 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 the 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 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 's obligations in respect of such Loans. The entries in the Register shall be conclusive conclusive, in the absence of the information noted therein (absent manifest error), and Borrower, the parties hereto 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 all purposes of this Agreement and the other Credit Documents, notwithstanding any notice to the contrary. The Register shall be available for inspection by Borrower or any Lender and (solely with respect to such ▇▇▇▇▇▇’s interest onlyits Commitments and Loans) any Lender at any reasonable time and from time to time upon reasonable prior notice. No assignment shall be effective unless recorded in the Register; provided that Administrative Agent agrees to record in the Register any assignment entered into pursuant to the term hereof promptly after the effectiveness of such assignment.
Appears in 1 contract
Notes; Register. (ai) At Each Revolving Credit Lender may request Notes to be issued in connection with its Revolving Credit Commitments by written notice to the request of Administrative Agent. The Revolving Credit Loans made or to be made by any Lender, its Loans of Revolving Credit Lender who has requested a particular Class Note shall be evidenced by a one or more promissory note, payable to such Lender or its registered assigns and otherwise duly completednotes of Borrower, substantially in the form of Exhibits A-1 Exhibit A-1, payable to such Lender and A-2 otherwise duly completed.
(ii) At the request of each Lender having Term Loan Commitments by written notice to the Administrative Agent, the Term Loans made by such Lender’s Revolving Loans and Term A Facility Loans, respectively; provided that any Lender shall be evidenced by one or more promissory notes issued of Borrower, substantially in respect the form of New Term LoansExhibit A-2, Other Term Loanspayable to such Lender and otherwise duly completed.
(iii) At the request of the Swing Loan Lender by written notice to the Administrative Agent, Extended Term Loans, New Revolving Loans, Other Revolving Loans, or Extending Revolving the Swing Loans made by the Swing Loan Lender shall be evidenced by one or more promissory notes of Borrower, substantially in such the form as mutually agreed by Borrower of Exhibit A-3, payable to the Swing Loan Lender and Administrative Agentotherwise 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 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 making any 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 the 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 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 's obligations in respect of such Loans. The entries in the Register shall be conclusive conclusive, in the absence of the information noted therein (absent manifest error), and Borrower, the parties hereto 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 all purposes of this Agreement and the other Credit Documents, notwithstanding any notice to the contrary. The Register shall be composed of the Administrative Agent's computer records that show the current status of the Loans without reference as to status on any previous date. The Register shall be available for inspection by Borrower or any Lender and (solely with respect to such ▇▇▇▇▇▇’s interest onlyits Commitments and Loans) any Lender at any reasonable time and from time to time upon reasonable prior notice. No assignment shall be effective unless recorded in the Register; provided that Administrative Agent agrees to record in the Register any assignment entered into pursuant to the term hereof promptly after the effectiveness of such assignment.
Appears in 1 contract
Notes; Register. (a) At the request of any Lender, its All Loans of a particular Class made by each Lender shall be evidenced by a promissory note, Note payable to the order of such Lender in a maximum principal amount equal to such Lender’s Percentage of the original Total Commitment Amount. The Borrower hereby irrevocably authorizes each Lender to make (or its registered assigns cause to be made) appropriate notations on the grid attached to such Lender’s Note (or on a continuation of such grid attached to any such Note and otherwise duly completedmade a part thereof), substantially in which notations, if made, shall evidence, inter alia, the form of Exhibits A-1 date of, the outstanding principal of, and A-2 the interest rate (including any conversions thereof pursuant to Section 5.1) and Interest Period applicable to, the Loans evidenced thereby. Any such notation on any such grid (or on any such continuation) indicating the outstanding principal amount 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 rebuttable presumptive evidence of the principal thereofamount thereof owing and unpaid, shall be recorded by but the failure to record any such Lender or its registered assigns amount on its books and, prior to any transfer of any Note evidencing the Loans of such Class held by it, endorsed by such Lender grid (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 continuation) shall not limit or otherwise affect the obligations of the Borrower to make a payment when due of any amount owing hereunder or under such Note.
(c) Note to make payments of principal of or interest on such Loans when due. The Borrower hereby designates the Administrative Agent to serve as its nonfiduciary the Borrower’s agent, solely for purposes the purpose of this Section 2.08clause, to maintain a register (the “Register”) on which it the Administrative Agent will record the name and address of each Lender’s Commitment, 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 Lender and each repayment in respect of the principal amount of the Loans Loans, annexed to which the Administrative Agent shall retain a copy of each LenderAssignment Agreement delivered to the Administrative Agent pursuant to Section 11.11. Failure to make any such recordation recordation, or any error in such recordation recordation, shall not affect Borrowerany Loan Party’s obligations in respect of such LoansLiabilities. The entries in the Register shall be conclusive conclusive, in the absence of the information noted therein (absent manifest error), and the parties hereto Borrower, the Administrative Agent and the Lenders shall treat each Person in whose name is recorded in the Register as the owner of a Loan or other obligation hereunder is registered (or, if applicable, to which a Note has been issued) as the owner thereof for all the purposes of the Credit all Loan Documents, notwithstanding notice or any notice provision herein to the contrary. The Register Any assignment or transfer of a Commitment or the Loans made pursuant hereto shall be available for inspection registered in the Register only upon delivery to the Administrative Agent of an Assignment Agreement that has been executed by Borrower or any Lender (with respect the requisite parties pursuant to such ▇▇▇▇▇▇’s interest only) at any reasonable time and from time to time upon reasonable prior noticeSection 11.11. No assignment or transfer of a Lender’s Commitment or Loans shall be effective unless such assignment or transfer shall have been recorded in the Register; provided that Register by the Administrative Agent agrees to record as provided in the Register any assignment entered into pursuant to the term hereof promptly after the effectiveness of such assignmentthis Section.
Appears in 1 contract
Notes; Register. (ai) At the request of any Lender, its the Revolving Credit Loans of a particular Class made by such Revolving Credit Lender shall be evidenced by a one or more promissory note, payable to such Lender or its registered assigns and otherwise duly completednotes of Borrower, substantially in the form of Exhibits A-1 Exhibit A-1, dated the Closing Date, payable to such Lender and A-2 otherwise duly completed.
(ii) At the request of any Lender, the Tranche A Term Loans made or to be made by such Lender’s Revolving Loans and Tranche A Term A Facility Loans, respectively; provided that any Loan Lender shall be evidenced by one or more promissory notes issued of Borrower, substantially in respect the form of New Exhibit A-2, dated the Closing Date, payable to such Lender and otherwise duly completed.
(iii) At the request of any Lender, the Tranche B Term Loans, Other Loans made or to be made by such Tranche B Term Loans, Extended Term Loans, New Revolving Loans, Other Revolving Loans, or Extending Revolving Loans Loan Lender shall be evidenced by one or more promissory notes of Borrower, substantially in the form of Exhibit A-3, dated the Closing Date, payable to such Lender and otherwise duly completed.
(iv) At the request of any Lender, the Tranche C Term Loans made or to be made by such Tranche C Term Loan Lender shall be evidenced by one or more promissory notes of Borrower, substantially in the form as mutually agreed of Exhibit A-4, dated the Closing Date, payable to such Lender and otherwise duly completed.
(v) At the request of the Swing Loan Lender, the Swing Loans made by Borrower Administrative Agent shall be evidenced by one or more promissory notes of Borrower, substantially in the form of Exhibit A-5, dated the Closing Date, payable to the Swing Loan Lender and Administrative Agentotherwise 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 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 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 's obligations in respect of such Loans. The entries in the Register shall be conclusive conclusive, in the absence of the information noted therein (absent manifest error), and Borrower, Administrative Agent and the parties hereto Lenders shall treat each Person ▇▇▇▇ ▇▇rson 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 this Agreement and the other 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 unless recorded in the Register; provided that Administrative Agent agrees to record in the Register any assignment entered into pursuant to the term hereof promptly after the effectiveness of such assignment.
Appears in 1 contract
Sources: Credit Agreement (Pricellular Corp)
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 A‑1 and A-2 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 Extended 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 ▇▇▇▇▇▇Lender’s interest only) at any reasonable time and from time to time upon reasonable prior notice. No assignment shall be effective unless recorded in the Register; provided that Administrative Agent agrees to record in the Register any assignment entered into pursuant to the term hereof promptly after the effectiveness of such assignment.
Appears in 1 contract
Sources: Credit Agreement (Wynn Resorts LTD)
Notes; Register. (a) At The Borrower’s obligation to pay the request principal of, and interest on, the Loans made by each Lender shall be set forth in the Register maintained by the Administrative Agent pursuant to Section 12.04(f) and, subject to the provisions of any LenderSection 1.05(f), its Loans of a particular Class shall be evidenced (i) if Term Loans, by a promissory notenote duly executed and delivered by the Borrower substantially in the form of Exhibit A-1, with blanks appropriately completed in conformity herewith (each, a “Term Note” and, collectively, the “Term Notes”), (ii) if Revolving Loans, by a promissory note duly executed and delivered by the Borrower substantially in the form of Exhibit A-2 with blanks appropriately completed in conformity herewith (each, a “Revolving Note” and, collectively, the “Revolving Notes”) and (iii) if Swingline Loans, by a promissory note duly executed and delivered by the Borrower substantially in the form of Exhibit A-3 with blanks appropriately completed in conformity herewith (the “Swingline Note” and, together with the Term Notes and the Revolving Notes, each, a “Note” and, collectively, the “Notes”).
(b) The Term Note issued to each Lender with a Term Loan Commitment or outstanding Term Loans shall (i) be executed by the Borrower, (ii) be payable to such Lender or its registered assigns and otherwise duly completedbe dated the Fourth Restatement Effective Date (or, substantially in the form case of Exhibits A-1 and A-2 any Term Note issued after the Fourth Restatement Effective Date, the date of issuance thereof), (iii) be in a stated principal amount equal to the Term Loan Commitment of such Lender’s Revolving Lender on the date of issuance thereof (or, if issued after the termination of such Term Loan Commitment, in a stated principal amount equal to the outstanding principal amount of the Term Loans of such Lender on the date of the issuance thereof) and be payable in the principal amount of the Term A Facility LoansLoans evidenced thereby from time to time, respectively; (iv) mature on the Term Loan Maturity Date, (v) bear interest as provided that any promissory notes issued in the appropriate clause of Section 1.08 in respect of New Term the Reference Rate Loans and Eurodollar Loans, Other Term Loansas the case may be, Extended Term Loansevidenced thereby, New (vi) be subject to voluntary repayment as provided in Section 4.01 and mandatory repayment as provided in Section 4.02 and (vii) be entitled to the benefits of this Agreement and the other Credit Documents.
(c) The Revolving Loans, Other Note issued to each Lender with a Revolving Loans, Loan Commitment or Extending outstanding Revolving Loans shall (i) be in such form as mutually agreed executed by Borrower and Administrative Agent.
the Borrower, (bii) The date, amount, Type, interest rate and duration of the Interest Period (if applicable) of each Loan of each Class made by each Lender be payable to Borrower and each payment made on account of the principal thereof, shall be recorded by such Lender or its registered assigns and be dated the Fourth Restatement Effective Date (or, in the case of any Revolving Note issued after the Fourth Restatement Effective Date, the date of issuance thereof), (iii) be in a stated principal amount equal to the Revolving Loan Commitment of such Lender on the date of issuance thereof (or, if issued after the termination of such Revolving Loan Commitment, in a stated principal amount equal to the outstanding principal amount of the Revolving Loans of such Lender on the date of the issuance thereof) and be payable in the principal amount of the Revolving Loans evidenced thereby from time to time, (iv) mature on the Revolving Loan Maturity Date, (v) bear interest as provided in the appropriate clause of Section 1.08 in respect of the Reference Rate Loans and Eurodollar Loans, as the case may be, evidenced thereby, (vi) be subject to voluntary repayment as provided in Section 4.01 and mandatory repayment as provided in Section 4.02 and (vii) be entitled to the benefits of this Agreement and the other Credit Documents.
(d) The Swingline Note issued to the Swingline Lender shall (i) be executed by the Borrower, (ii) be payable to the Swingline Lender or its registered assigns and be dated the Fourth Restatement Effective Date (or, in the case of any Swingline Note issued after the Fourth Restatement Effective Date, the date of issuance thereof), (iii) be in a stated principal amount equal to the Swingline Commitment of the Swingline Lender on the date of issuance thereof (or, if issued after the termination of such Swingline Commitment, in a stated principal amount equal to the outstanding principal amount of the Swingline Loans of the Swingline Lender on the date of the issuance thereof) and be payable in the principal amount of the Swingline Loans evidenced thereby from time to time, (iv) mature on the Swingline Maturity Date, (v) bear interest as provided in the appropriate clause of Section 1.08 in respect of the Reference Rate Loans evidenced thereby, (vi) be subject to voluntary repayment as provided in Section 4.01 and mandatory repayment as provided in Section 4.02 and (vii) be entitled to the benefits of this Agreement and the other Credit Documents.
(e) Each Lender will note on its books and, internal records the amount of each Loan made by it and each payment in respect thereof and will prior to any transfer of any its Note evidencing the Loans of such Class held by it, endorsed by such Lender (or its nominee) endorse on the schedule attached to such Note or any continuation thereof; provided, however, that reverse side thereof 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 outstanding principal amount of the Loans of each Lenderevidenced thereby. Failure to make any such recordation notation or any error in any such recordation notation shall not affect the Borrower’s obligations in respect of such Loans.
(f) Notwithstanding anything to the contrary contained above or elsewhere in this Agreement, Notes shall only be delivered to Lenders that at any time specifically request the delivery of such Notes. The entries No failure of any Lender to request or obtain a Note evidencing its Loans to the Borrower shall affect or in any manner impair the Register shall be conclusive obligations of the information noted therein Borrower to pay the Loans (absent manifest error)and all related Obligations) which would otherwise be evidenced thereby in accordance with the requirements of this Agreement, and shall not in any way affect the parties hereto shall treat each Person whose name is recorded in the Register as the owner of a Loan security 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 unless recorded in the Register; guaranties therefor provided that Administrative Agent agrees to record in the Register any assignment entered into pursuant to the term hereof various Credit Documents. Any Lender that does not have a Note evidencing its outstanding Loans shall in no event be required to make the notations otherwise described in preceding clause (e). At any time when any Lender requests the delivery of a Note to evidence any of its Loans, the Borrower shall promptly after execute and deliver to the effectiveness of respective Lender the requested Note or Notes in the appropriate amount or amounts to evidence such assignmentLoans.
Appears in 1 contract
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, Loans or Extending Extended 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 unless recorded in the Register; provided that Administrative Agent agrees to record in the Register any assignment entered into pursuant to the term hereof promptly after the effectiveness of such assignment.
Appears in 1 contract
Sources: Credit Agreement
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.Exhibit A.
(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 unless recorded in the Register; provided that Administrative Agent agrees to record in the Register any assignment entered into pursuant to the term hereof promptly after the effectiveness of such assignment.
Appears in 1 contract
Sources: Credit Agreement (Wynn Resorts LTD)