Common use of Notes Clause in Contracts

Notes. (a) ▇▇▇▇▇▇▇▇’s obligation to pay the principal of, and interest on, the Loans made by each Lender shall be evidenced in the Register maintained by the Administrative Agent pursuant to Section 13.04 and shall, if requested by such ▇▇▇▇▇▇, also be evidenced by a promissory note. In such event, Borrower shall promptly prepare, execute and deliver to such Lender a promissory note payable to such Lender (or, if requested by such Lender, to such Lender and its registered assigns) substantially in the form of Exhibit B-1, Exhibit B-2 or Exhibit B-3, as applicable (each a “Note”). (b) Each Lender will note on its internal records the amount of each Loan made by it and each payment in respect thereof and prior to any transfer of any of its Notes will endorse on the reverse side thereof the outstanding principal amount of Loans evidenced thereby. Failure to make any such notation or any error in such notation shall not affect Borrower’s obligations in respect of such Loans. For the avoidance of doubt, to the extent any conflict arises between the records maintained pursuant to this Section and the Register, the Register shall control. (c) Notwithstanding anything to the contrary contained above in this Section 2.05 or elsewhere in this Agreement, Notes shall only be delivered to Lenders that at any time specifically request the delivery of such Notes. No failure of any Lender to request or obtain a Note evidencing its Loans to Borrower shall affect or in any manner impair the obligations of Borrower to pay the Loans (and all related Obligations) incurred by Borrower which would otherwise be evidenced thereby in accordance with the requirements of this Agreement, and shall not in any way affect the security or guarantees therefor provided pursuant to the 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 the preceding clause (b). At any time when any Lender requests the delivery of a Note to evidence any of its Loans, Borrower shall promptly execute and deliver to the respective Lender the requested Note in the appropriate amount or amounts to evidence such Loans.

Appears in 13 contracts

Sources: Credit Agreement (McGraw Hill, Inc.), Credit Agreement (McGraw Hill, Inc.), Credit Agreement (McGraw Hill, Inc.)

Notes. (a) ▇▇▇▇▇▇▇▇’s obligation to pay The indebtedness of the principal of, and interest on, Borrower resulting from the Committed Loans made to the Borrower by each Lender Bank that requests such a promissory note shall be evidenced in the Register maintained by the Administrative Agent pursuant to Section 13.04 and shall, if requested by such ▇▇▇▇▇▇, also be evidenced by a promissory note. In such event, note of the Borrower shall promptly prepare, execute and deliver to such Lender a promissory note payable to the order of such Lender (orBank and otherwise duly completed, if requested by such Lender, to such Lender and its registered assigns) in substantially in the form of Exhibit B-1, Exhibit B-2 or Exhibit B-3, as applicable A (each a “Committed Loan Note”). (b) Each Lender will note on its internal records The indebtedness of the amount of each Borrower resulting from any Money Market Loan made to the Borrower by it and each payment in respect thereof and prior any Bank that requests such a promissory note shall be evidenced by a promissory note of the Borrower payable to any transfer of any of its Notes will endorse on the reverse side thereof the outstanding principal amount of Loans evidenced thereby. Failure to make any such notation or any error in such notation shall not affect Borrower’s obligations in respect order of such Loans. For Bank and otherwise duly completed, in substantially the avoidance form of doubt, to the extent any conflict arises between the records maintained pursuant to this Section and the Register, the Register shall controlExhibit B (a “Money Market Note”). (c) Notwithstanding anything All Loans made by each Bank and all adjustments required by conversion of such Loans, and all payments and prepayments made on account of principal thereof, shall be recorded by such Bank on its books. Prior to the contrary contained above in this Section 2.05 or elsewhere in this Agreementtransfer by any Bank of any of its Notes, Notes a record of the Loans evidenced thereby shall only be delivered to Lenders that at any time specifically request endorsed by such Bank on the delivery schedule attached thereto and forming a part of such Notes. No Note; provided, that the failure of by any Lender Bank to request make any such recordation or obtain a Note evidencing its Loans to Borrower endorsement shall not affect or in any manner impair the obligations of the Borrower hereunder or under the Notes. (d) The Administrative Agent shall maintain the Register pursuant to pay the Loans (and all related Obligations) incurred by Borrower which would otherwise be evidenced thereby in accordance with the requirements of this AgreementSection 13.5(c), and shall not subaccounts for each Bank, in which it will record the information provided in Section 13.5(c) to be recorded with respect to each Bank’s Credit Exposure (including, without limitation, the principal amounts, stated interest, interest periods, applicable terms (if any) and types of Loans comprising such Credit Exposure), as well as the amount of any way affect sum received by the security or guarantees therefor provided pursuant to Administrative Agent hereunder from the 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 the preceding clause (b). At any time when any Lender requests the delivery of a Note to evidence any of its Loans, Borrower shall promptly execute and deliver to the respective Lender the requested Note in the appropriate amount or amounts to evidence such Loanseach Bank’s share thereof.

Appears in 11 contracts

Sources: Five Year Credit Agreement (American Honda Finance Corp), Three Year Credit Agreement (American Honda Finance Corp), 364 Day Credit Agreement (American Honda Finance Corp)

Notes. (a) ▇▇▇▇▇▇▇▇’s obligation Each Lender shall maintain in accordance with its usual practice an account or accounts evidencing the indebtedness of the Borrower to pay such Lender resulting from each Loan made by such Lender, including the amounts of principal of, and interest onpayable and paid to such Lender from time to time hereunder. The Administrative Agent shall maintain accounts in which it shall record (i) the amount of each Loan made hereunder, the Loans made by Type thereof and the Interest Period applicable thereto, (ii) the amount of any principal or interest due and payable or to become due and payable from the Borrower to each Lender shall be evidenced in hereunder and (iii) the Register maintained amount of any sum received by the Administrative Agent hereunder for the account of the Lenders and each Lender’s share thereof. The entries made in the accounts maintained pursuant to this Section 13.04 2.02(d) shall be prima facie evidence of the existence and shall, if requested amounts of the obligations recorded therein; provided that the failure of any Lender or the Administrative Agent to maintain such accounts or any error therein shall not in any manner affect the obligation of the Borrower to repay the Loans in accordance with the terms of this Agreement. Any Lender may request that Loans made by such ▇▇▇▇▇▇, also it be evidenced by a promissory noteNote. In such event, the Borrower shall promptly prepare, execute and deliver to such Lender a promissory note Note payable to such Lender (or, if requested by such Lender, to the order of such Lender and its registered assigns) substantially in the form of Exhibit B-1A dated, Exhibit B-2 or Exhibit B-3in the case of (i) any Lender party hereto as of the date of this Agreement, as applicable of the date of this Agreement or (each ii) any Lender that becomes a “Note”party hereto pursuant to an Assignment and Assumption, as of the effective date of the Assignment and Assumption, payable to the order of such Lender in a principal amount equal to its Maximum Credit Amount as in effect on such date, and otherwise duly completed. Thereafter, the Loans evidenced by such Note and interest thereon shall at all times (including after assignment pursuant to Section 12.04) be represented by one or more Notes in such form payable to the order of the payee named therein (or, if such Note is a registered note, to such payee and its registered assigns). . In the event that any Lender’s Maximum Credit Amount increases or decreases for any reason (bwhether pursuant to Section 2.06, Section 12.04(b) Each or otherwise), the Borrower shall deliver or cause to be delivered on the effective date of such increase or decrease, a new Note payable to the order of such Lender will note on in a principal amount equal to its internal records the amount Maximum Credit Amount after giving effect to such increase or decrease, and otherwise duly completed. The date, amount, Type, interest rate and, if applicable, Interest Period of each Loan made by it each Lender, and each payment in respect thereof and all payments made on account of the principal thereof, shall be recorded by such Lender on its books for its Note, and, prior to any transfer of transfer, may be endorsed by such Lender on a schedule attached to such Note or any of its Notes will endorse continuation thereof or on the reverse side thereof the outstanding principal amount of Loans evidenced therebyany separate record maintained by such Lender. Failure to make any such notation or any error in such notation to attach a schedule shall not affect any Lender’s or the Borrower’s rights or obligations in respect of such Loans. For Loans or affect the avoidance of doubt, to the extent any conflict arises between the records maintained pursuant to this Section and the Register, the Register shall control. (c) Notwithstanding anything to the contrary contained above in this Section 2.05 or elsewhere in this Agreement, Notes shall only be delivered to Lenders that at any time specifically request the delivery validity of such Notes. No failure of transfer by any Lender to request or obtain a Note evidencing its Loans to Borrower shall affect or in any manner impair the obligations of Borrower to pay the Loans (and all related Obligations) incurred by Borrower which would otherwise be evidenced thereby in accordance with the requirements of this Agreement, and shall not in any way affect the security or guarantees therefor provided pursuant to the 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 the preceding clause (b). At any time when any Lender requests the delivery of a Note to evidence any of its Loans, Borrower shall promptly execute and deliver to the respective Lender the requested Note in the appropriate amount or amounts to evidence such LoansNote.

Appears in 8 contracts

Sources: Senior Revolving Credit Agreement (Halcon Resources Corp), Senior Revolving Credit Agreement (Halcon Resources Corp), Senior Revolving Credit Agreement (Petrohawk Energy Corp)

Notes. (a) ▇▇▇▇▇▇▇▇’s obligation to pay the principal of, and interest on, the Term Loans made by each Lender shall be evidenced in the Register maintained by the Administrative Agent pursuant to Section 13.04 and shall, if requested by such ▇▇▇▇▇▇, also be evidenced by a promissory note. In such event, note duly executed and delivered by Borrower shall promptly prepare, execute and deliver to such Lender a promissory note payable to such Lender (or, if requested by such Lender, to such Lender and its registered assigns) substantially in the form of Exhibit B-1B, Exhibit B-2 or Exhibit B-3with blanks appropriately completed in conformity herewith (each, as applicable (each a “Note”). (b) Each Lender will note on its internal records the amount of each Term Loan made by it and each payment in respect thereof and prior to any transfer of any of its Notes will endorse on the reverse side thereof the outstanding principal amount of Term Loans evidenced thereby. Failure to make any such notation or any error in such notation shall not affect Borrower’s obligations in respect of such Term Loans. For the avoidance of doubt, to the extent any conflict arises between the records maintained pursuant to this Section and the Register, the Register shall control. (c) Notwithstanding anything to the contrary contained above in this Section 2.05 or elsewhere in this Agreement, Notes shall only be delivered to Lenders that at any time specifically request the delivery of such Notes. No failure of any Lender to request or obtain a Note evidencing its Term Loans to Borrower shall affect or in any manner impair the obligations of Borrower to pay the Term Loans (and all related Obligations) incurred by Borrower which would otherwise be evidenced thereby in accordance with the requirements of this Agreement, and shall not in any way affect the security or guarantees therefor provided pursuant to the various Credit Documents. Any Lender that does not have a Note evidencing its outstanding Term Loans shall in no event be required to make the notations otherwise described in the preceding clause (b). At any time when any Lender requests the delivery of a Note to evidence any of its Term Loans, Borrower shall promptly execute and deliver to the respective Lender the requested Note in the appropriate amount or amounts to evidence such Term Loans.

Appears in 7 contracts

Sources: Term Loan Credit Agreement (Ingram Micro Holding Corp), Term Loan Credit Agreement (Ingram Micro Holding Corp), Term Loan Credit Agreement (Ingram Micro Holding Corp)

Notes. (a) ▇▇▇▇▇▇▇▇Each Borrower’s obligation to pay the principal of, and interest on, the Term Loans made by each Lender shall be evidenced in the Register maintained by the Administrative Agent pursuant to Section 13.04 13.15 and shall, if requested by such ▇▇▇▇▇▇Lender, also be evidenced by a promissory note. In such event, Borrower shall promptly prepare, execute note duly executed and deliver to such Lender a promissory note payable to such Lender (or, if requested delivered by such Lender, to such Lender and its registered assigns) the Borrowers substantially in the form of Exhibit B-1B, Exhibit B-2 or Exhibit B-3with blanks appropriately completed in conformity herewith (each, as applicable (each a “Term Note”). (b) Each Lender will note on its internal records the amount of each Term Loan made by it and each payment in respect thereof and prior to any transfer of any of its Notes will endorse on the reverse side thereof the outstanding principal amount of Term Loans evidenced thereby. Failure to make any such notation or any error in such notation shall not affect Borrower’s the Borrowers’ obligations in respect of such Term Loans. For the avoidance of doubt, to the extent any conflict arises between the records maintained pursuant to this Section and the Register, the Register shall control. (c) Notwithstanding anything to the contrary contained above in this Section 2.05 or elsewhere in this Agreement, Notes shall only be delivered to Lenders that which at any time specifically request the delivery of such Notes. No failure of any Lender to request or obtain a Note evidencing its Term Loans to Borrower the Borrowers shall affect or in any manner impair the joint and several obligations of Borrower the Borrowers to pay the Term Loans (and all related Obligations) incurred by Borrower the Borrowers which would otherwise be evidenced thereby in accordance with the requirements of this Agreement, and shall not in any way affect the security or guarantees guaranties therefor provided pursuant to the various Credit Documents. Any Lender that which does not have a Note evidencing its outstanding Term Loans shall in no event be required to make the notations otherwise described in the preceding clause (bd). At any time when any Lender requests the delivery of a Note to evidence any of its Term Loans, Borrower the Borrowers shall promptly execute and deliver to the respective Lender the requested Note in the appropriate amount or amounts to evidence such Term Loans.

Appears in 7 contracts

Sources: First Lien Term Loan Credit Agreement (PAE Inc), Second Lien Term Loan Credit Agreement (PAE Inc), Second Lien Term Loan Credit Agreement (PAE Inc)

Notes. (a) ▇▇▇▇▇▇▇▇’s obligation to pay Upon the principal of, and interest onrequest of any Lender, the Revolving Credit Loans made by each such Lender shall be evidenced in the Register maintained by the Administrative Agent pursuant to Section 13.04 and shall, if requested by such ▇▇▇▇▇▇, also be evidenced by a promissory note. In Revolving Credit Note, duly executed on behalf of the Borrowers, dated the Closing Date, payable to the order of such event, Borrower shall promptly prepare, execute and deliver Lender in an aggregate principal amount equal to such Lender a promissory note payable to such Lender (or, if requested by such Lender, to such Lender and its registered assigns) substantially in the form of Exhibit B-1, Exhibit B-2 or Exhibit B-3, as applicable (each a “Note”)’s Commitment. (b) Each Lender will note on its internal records Upon the amount request of each Loan the Swingline Lender, the Revolving Credit Loans made by it and each payment the Swingline Lender with respect to Swingline Loans shall be evidenced by a Swingline Note, duly executed on behalf of the Borrowers, dated the Closing Date, payable to the order of the Swingline Lender, in respect thereof and prior to any transfer of any of its Notes will endorse on the reverse side thereof the outstanding an aggregate principal amount of Loans evidenced thereby. Failure to make any such notation or any error in such notation shall not affect Borrower’s obligations in respect of such Loans. For the avoidance of doubt, equal to the extent any conflict arises between the records maintained pursuant to this Section and the Register, the Register shall controlSwingline Loan Ceiling. (c) Notwithstanding anything Each Lender is hereby authorized by the Borrowers to the contrary contained above in this Section 2.05 or elsewhere in this Agreement, Notes shall only be endorse on a schedule attached to each Note delivered to Lenders that at any time specifically request the delivery such Lender (or on a continuation of such Notes. No schedule attached to such Note and made a part thereof), or otherwise to record in such Lender’s internal records, an appropriate notation evidencing the date and amount of each Revolving Credit Loan from such Lender, each payment and prepayment of principal of any such Revolving Credit Loan, each payment of interest on any such Revolving Credit Loan and the other information provided for on such schedule; provided, however, that the failure of any Lender to request make such a notation or obtain a Note evidencing its Loans to Borrower any error therein shall not affect or in the obligation of any manner impair the obligations of Borrower to pay repay the Revolving Credit Loans (and all related Obligations) incurred made by Borrower which would otherwise be evidenced thereby such Lender in accordance with the requirements terms of this Agreement, Agreement and shall not in any way affect the security or guarantees therefor provided pursuant applicable Notes. (d) Upon receipt of an affidavit and indemnity of a Lender as to the various Credit Documents. Any Lender that does not have loss, theft, destruction or mutilation of such Lender’s Note and upon cancellation of such Note, the Borrowers will issue, in lieu thereof, a replacement Note evidencing its outstanding Loans shall in no event be required to make the notations otherwise described favor of such Lender, in the preceding clause (b). At any time when any Lender requests the delivery same principal amount thereof and otherwise of a Note to evidence any of its Loans, Borrower shall promptly execute and deliver to the respective Lender the requested Note in the appropriate amount or amounts to evidence like tenor at such LoansLender’s expense.

Appears in 6 contracts

Sources: Credit Agreement (Music123, Inc.), Credit Agreement (Music123, Inc.), Credit Agreement (Music123, Inc.)

Notes. (a) ▇▇▇▇▇▇▇▇The Borrower’s obligation to pay the principal of, and interest on, the Loans made by each Lender shall be evidenced in the Register maintained by the Administrative Agent pursuant to Section 13.04 and shall, if requested by such ▇▇▇▇▇▇, also be evidenced (i) in the case of a Term Loan, by a promissory note. In such event, note duly executed and delivered by the Borrower shall promptly prepare, execute and deliver to such Lender a promissory note payable to such Lender (or, if requested by such Lender, to such Lender and its registered assigns) substantially in the form of Exhibit B-1, Exhibit B-2 or Exhibit B-3with blanks appropriately completed in conformity herewith (each, as applicable (each a “Term Note”) and (ii) in the case of a Revolving Loan, by a promissory note duly executed and delivered by the Borrower substantially in the form of Exhibit B-2, with blanks appropriately completed in conformity herewith (each, a “Revolving Note”). (b) Each Lender will note on its internal records the amount of each Loan made by it and each payment in respect thereof and prior to any transfer of any of its Notes will endorse on the reverse side thereof the outstanding principal amount of Loans evidenced thereby. Failure to make any such notation or any error in such notation shall not affect the Borrower’s obligations in respect of such Loans. For the avoidance of doubt, to the extent any conflict arises between the records maintained pursuant to this Section and the Register, the Register shall control. (c) Notwithstanding anything to the contrary contained above in this Section 2.05 or elsewhere in this Agreement, Notes shall only be delivered to Lenders that at any time specifically request the delivery of such Notes. 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 obligations of the Borrower to pay the Loans (and all related Obligations) incurred by the Borrower which would otherwise be evidenced thereby in accordance with the requirements of this Agreement, and shall not in any way affect the security or guarantees therefor provided pursuant to the 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 the preceding clause (b). At any time when any Lender requests the delivery of a Note to evidence any of its Loans, the Borrower shall promptly execute and deliver to the respective Lender the requested Note in the appropriate amount or amounts to evidence such Loans.

Appears in 5 contracts

Sources: Credit Agreement (Iridium Communications Inc.), Credit Agreement (Iridium Communications Inc.), Credit Agreement (Iridium Communications Inc.)

Notes. (a) ▇▇▇▇▇▇▇▇’s obligation to pay the principal of, and interest on, the Loans made The Borrowings funded by each Lender shall be evidenced by one (1) or more accounts or records maintained by such Lender (or its Funding Agent) and by Administrative Agent in the Register in the ordinary course of business. Any failure to so record or any error in doing so shall not, however, limit or otherwise affect the obligation of such Borrower Party hereunder to pay any amount owing with respect to the Obligations. In the event of any conflict between the accounts and records maintained by any Lender (or its Funding Agent, if applicable) and the accounts and records of Administrative Agent pursuant in respect of such matters, the accounts and records of Administrative Agent shall control in the absence of manifest error. (b) Any Funding Agent, on behalf of any Lender member of its Lender Group, may request that the Syndicated Loans to Section 13.04 and shall, if requested be made by such ▇▇▇▇▇▇, also Lender Group to the Borrower shall be evidenced by a promissory notenotes. In such eventSwingline Loans and Qualified Borrower obligations shall not be evidenced by separate promissory notes. If so requested, the Borrower shall promptly prepare, execute and deliver issue such Notes. Each such Note shall: (a) be payable to the Funding Agent for such Lender a promissory note payable to Group or such other administrator or trustee for the Lender member of such Lender Group as such Funding Agent may designate (or, if requested by such LenderFunding Agent, to such Lender Funding Agent and its registered assigns); (b) substantially bear interest in accordance with the provisions hereof; (c) be in the form of Exhibit B-1B, Exhibit B-2 or Exhibit B-3, as applicable attached hereto (each a “Note”with blanks appropriately completed in conformity herewith). ; and (bd) Each Lender will note on its internal records the amount of each Loan be made by it and each payment in respect thereof and prior the Borrower. The Borrower agrees, from time to any transfer time, upon the request of any of its Notes will endorse on the reverse side thereof the outstanding principal amount of Loans evidenced thereby. Failure to make any such notation Administrative Agent or any error in such notation shall not affect Borrower’s obligations in respect of such Loans. For the avoidance of doubtapplicable Funding Agent, to the extent any conflict arises between the records maintained pursuant to this Section and the Registerreissue new Notes, the Register shall control. (c) Notwithstanding anything to the contrary contained above in this Section 2.05 or elsewhere in this Agreement, Notes shall only be delivered to Lenders that at any time specifically request the delivery of such Notes. No failure of any Lender to request or obtain a Note evidencing its Loans to Borrower shall affect or in any manner impair the obligations of Borrower to pay the Loans (and all related Obligations) incurred by Borrower which would otherwise be evidenced thereby in accordance with the requirements terms and in the form heretofore provided, to any Committed Lender or Conduit Lender and to any Assignee of this Agreementsuch Lender in accordance with Section 13.12, in substitution for the Notes previously issued by the Borrower to the Funding Agent or other party, as appropriate and in accordance herewith for the affected Lender, and such previously issued Notes shall not in any way affect the security or guarantees therefor provided pursuant be returned to the 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 the preceding clause (b). At any time when any Lender requests the delivery of a Note to evidence any of its Loans, Borrower shall promptly execute and deliver to the respective Lender the requested Note in the appropriate amount or amounts to evidence such Loansmarked “cancelled”.

Appears in 5 contracts

Sources: Revolving Credit Agreement (TCW Direct Lending LLC), Revolving Credit Agreement (TCW Direct Lending VII LLC), Revolving Credit Agreement (TCW Direct Lending LLC)

Notes. (a) ▇▇▇▇▇▇▇▇At the request of any Lender, the Company’s obligation to pay the principal of, and interest on, the Loans made by each such Lender to the Company shall be evidenced in the Register maintained by the Administrative Agent pursuant to Section 13.04 and shall, if requested by such ▇▇▇▇▇▇, also be evidenced by a promissory note. In such event, Borrower shall promptly prepare, execute note duly executed and deliver to such Lender a promissory note payable to such Lender (or, if requested delivered by such Lender, to such Lender and its registered assigns) the Company substantially in the form of Exhibit B-1B with blanks appropriately completed in conformity herewith (each, Exhibit B-2 or Exhibit B-3, as applicable (each a “Note” and, collectively, the “Notes”). (b) The Note issued by the Company to any Lender shall (i) be executed by the Company, (ii) be payable to the order of such Lender and be dated the date of issuance, (iii) be in a stated principal amount equal to the aggregate initial principal amount of the Loans of such Lender, (iv) mature on the Final Maturity Date, (v) bear interest as provided in the appropriate clause of Section 2.08 in respect of the Base Rate Loans and Eurodollar Loans, as the case may be, evidenced thereby, (vi) be subject to voluntary prepayment 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 Guarantees and be secured by the Security Documents. (c) Each Lender will note on its internal records the amount of each Loan made by it and each payment in respect thereof and will prior to any transfer of any of its Notes will endorse on the reverse side thereof the outstanding principal amount of Loans evidenced thereby. Failure to make any such notation or any error in such notation shall not affect Borrowerthe Company’s obligations in respect of such Loans. For the avoidance of doubt, to the extent any conflict arises between the records maintained pursuant to this Section and the Register, the Register shall control. (cd) Notwithstanding anything to the contrary contained above in this Section 2.05 or elsewhere in this Agreement, Notes shall only be delivered to Lenders that which at any time specifically request the delivery of such Notes. No failure of any Lender to request request, obtain, maintain or obtain produce a Note evidencing its Loans to Borrower the Company shall affect or in any manner impair the obligations of Borrower the Company to pay the Loans (and all related Obligations) incurred by Borrower the Company which would otherwise be evidenced thereby in accordance with the requirements of this Agreement, and shall not in any way affect the security or guarantees Guarantees therefor provided pursuant to the various any Credit DocumentsDocument. Any Lender that which does not have a Note evidencing its outstanding Loans shall in no event be required to make the notations otherwise described in the preceding clause (bc). At any time when any Lender requests the delivery of a Note to evidence any of its Loans, Borrower the Company shall (at its expense) promptly execute and deliver to the respective Lender the requested Note in the appropriate amount or amounts to evidence such Loans.

Appears in 5 contracts

Sources: Term Loan Credit Agreement (Omnova Solutions Inc), Term Loan Credit Agreement (Omnova Solutions Inc), Term Loan Credit Agreement (Omnova Solutions Inc)

Notes. (a) The Loans funded by each Lender shall be evidenced by one or more accounts or records maintained by such ▇▇▇▇▇▇ and by Administrative Agent in the ordinary course of business. The Administrative Agent shall maintain the Register in accordance with Section 13.14(d). The accounts or records maintained by Administrative Agent and each Lender shall be conclusive absent manifest error of the amount of the Borrowings made by the Lenders to the Borrower Parties and the interest and payments thereon. Any failure to so record or any error in doing so shall not, however, limit or otherwise affect the obligation of the Borrower Parties hereunder to pay any amount owing with respect to the Obligations. In the event of any conflict between the accounts and records maintained by any ▇▇▇▇▇▇ and the accounts and records of Administrative Agent in respect of such matters, the accounts and records of Administrative Agent shall control in the absence of manifest error. (b) Upon the request of any Lender made through Administrative Agent, each Borrower shall execute and deliver to such Lender (through Administrative Agent) a Note, which shall evidence such ▇▇▇▇▇▇’s obligation Loans in addition to pay such accounts or records. Each Lender may attach schedules to its Note and endorse thereon the date, amount and maturity of its Loans and payments with respect thereto. Each Note shall: (a) be in the amount of the applicable Lender’s Lender Commitment; (b) be payable to such Lender at the principal of, office of the Administrative Agent; (c) bear interest in accordance with Section 2.06 hereof; (d) be in the form of Exhibit B attached hereto (with blanks appropriately completed in conformity herewith); and interest on, the Loans (e) be made by each Lender the Borrowers. The Loans to be made by Lenders to Qualified Borrowers hereunder shall be evidenced in the Register maintained by the Administrative Agent pursuant to Section 13.04 and shall, if requested by such ▇▇▇▇▇▇, also be evidenced by a promissory notenote of each such Qualified Borrower. In such event, Each Qualified Borrower Note shall promptly prepare, execute and deliver (a) be in the amount of the Loans to be advanced to such Lender a promissory note Qualified Borrower; (b) be payable to such Lender the Administrative Agent for the account of the Lenders, at the principal office of Administrative Agent; (or, if requested by such Lender, to such Lender and its registered assignsc) substantially bear interest in accordance with Section 2.06; (d) be in the form of Exhibit B-1O attached hereto (with blanks appropriately completed in conformity herewith); and (e) be duly executed by such Qualified Borrower. Each Borrower agrees, Exhibit B-2 or Exhibit B-3from time to time, as applicable (each a “Note”). (b) Each Lender will note on its internal records upon the amount request of each Loan made by it and each payment in respect thereof and prior to any transfer of any of its Notes will endorse on the reverse side thereof the outstanding principal amount of Loans evidenced thereby. Failure to make any such notation Administrative Agent or any error in such notation shall not affect Borrower’s obligations in respect of such Loans. For the avoidance of doubtaffected Lender, to the extent any conflict arises between the records maintained pursuant to this Section and the Register, the Register shall control. (c) Notwithstanding anything to the contrary contained above in this Section 2.05 or elsewhere in this Agreement, reissue new Notes shall only be delivered to Lenders that at any time specifically request the delivery of such Notes. No failure of any Lender to request or obtain a Note evidencing its Loans to Borrower shall affect or in any manner impair the obligations of Borrower to pay the Loans (and all related Obligations) incurred by Borrower which would otherwise be evidenced thereby in accordance with the requirements terms and in the form heretofore provided, to any Lender and any Assignee of this Agreementsuch Lender in accordance with Section 13.14 hereof, in renewal of and shall not in any way affect substitution for the security or guarantees therefor provided pursuant Note previously issued by the Borrowers to the 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 the preceding clause (b). At any time when any Lender requests the delivery of a Note to evidence any of its Loans, Borrower shall promptly execute and deliver to the respective Lender the requested Note in the appropriate amount or amounts to evidence such Loansaffected Lender.

Appears in 4 contracts

Sources: Revolving Credit Agreement (Senior Credit Investments, LLC), Revolving Credit Agreement (Overland Advantage), Revolving Credit Agreement (Overland Advantage)

Notes. (a) ▇▇▇▇▇▇▇▇’s obligation to pay the principal of, and interest on, the Loans made The Borrowings funded by each Lender shall be evidenced by one or more accounts or records maintained by such Lender (or its Funding Agent) and by Administrative Agent in the Register in the ordinary course of business. Any failure to so record or any error in doing so shall not, however, limit or otherwise affect the obligation of such Borrower Party hereunder to pay any amount owing with respect to the Obligations. In the event of any conflict between the accounts and records maintained by any Lender (or its Funding Agent, if applicable) and the accounts and records of Administrative Agent pursuant in respect of such matters, the accounts and records of Administrative Agent shall control in the absence of manifest error. (b) Any Funding Agent, on behalf of any Lender member of its Lender Group, may request that the Syndicated Loans to Section 13.04 and shall, if requested be made by such ▇▇▇▇▇▇, also Lender Group to the Borrower shall be evidenced by a promissory notenotes. In such eventSwingline Loans and Qualified Borrower obligations shall not be evidenced by separate promissory notes. If so requested, the Borrower shall promptly prepare, execute and deliver issue such Notes. Each such Note shall: (a) be payable to the Funding Agent for such Lender a promissory note payable to Group or such other administrator or trustee for the Lender member of such Lender Group as such Funding Agent may designate (or, if requested by such LenderFunding Agent, to such Lender Funding Agent and its registered assigns); (b) substantially bear interest in accordance with the provisions hereof; (c) be in the form of Exhibit B-1B, Exhibit B-2 or Exhibit B-3, as applicable attached hereto (each a “Note”with blanks appropriately completed in conformity herewith). ; and (bd) Each Lender will note on its internal records the amount of each Loan be made by it and each payment in respect thereof and prior the Borrower. The Borrower agrees, from time to any transfer time, upon the request of any of its Notes will endorse on the reverse side thereof the outstanding principal amount of Loans evidenced thereby. Failure to make any such notation Administrative Agent or any error in such notation shall not affect Borrower’s obligations in respect of such Loans. For the avoidance of doubtapplicable Funding Agent, to the extent any conflict arises between the records maintained pursuant to this Section and the Registerreissue new Notes, the Register shall control. (c) Notwithstanding anything to the contrary contained above in this Section 2.05 or elsewhere in this Agreement, Notes shall only be delivered to Lenders that at any time specifically request the delivery of such Notes. No failure of any Lender to request or obtain a Note evidencing its Loans to Borrower shall affect or in any manner impair the obligations of Borrower to pay the Loans (and all related Obligations) incurred by Borrower which would otherwise be evidenced thereby in accordance with the requirements terms and in the form heretofore provided, to any Committed Lender or Conduit Lender and to any Assignee of this Agreementsuch Lender in accordance with Section 13.12, in substitution for the Notes previously issued by the Borrower to the Funding Agent or other party, as appropriate and in accordance herewith for the affected Lender, and such previously issued Notes shall not in any way affect the security or guarantees therefor provided pursuant be returned to the 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 the preceding clause (b). At any time when any Lender requests the delivery of a Note to evidence any of its Loans, Borrower shall promptly execute and deliver to the respective Lender the requested Note in the appropriate amount or amounts to evidence such Loansmarked “cancelled”.

Appears in 4 contracts

Sources: Revolving Credit Agreement (TCW Direct Lending VII LLC), Revolving Credit Agreement (TCW Direct Lending LLC), Revolving Credit Agreement (TCW Direct Lending LLC)

Notes. (a) ▇▇▇▇▇▇▇▇Each Borrower’s obligation to pay the principal of, and interest on, the Term Loans made by each Lender shall be evidenced in the Register maintained by the Administrative Agent pursuant to Section 13.04 and shall, if requested by such ▇▇▇▇▇▇Lender, also be evidenced by a promissory note. In such event, note duly executed and delivered by the Borrower shall promptly prepare, execute and deliver to such Lender a promissory note payable to such Lender (or, if requested by such Lender, to such Lender and its registered assigns) substantially in the form of Exhibit B-1B, Exhibit B-2 or Exhibit B-3with blanks appropriately completed in conformity herewith (each, as applicable (each a “Term Note”). (b) Each Lender will note on its internal records the amount of each Term Loan made by it and each payment in respect thereof and prior to any transfer of any of its Notes will endorse on the reverse side thereof the outstanding principal amount of Term Loans evidenced thereby. Failure to make any such notation or any error in such notation shall not affect the Borrower’s obligations in respect of such Term Loans. For the avoidance of doubt, to the extent any conflict arises between the records maintained pursuant to this Section and the Register, the Register shall control. (c) Notwithstanding anything to the contrary contained above in this Section 2.05 or elsewhere in this Agreement, Notes shall only be delivered to Lenders that at any time specifically request the delivery of such Notes. No failure of any Lender to request or obtain a Note evidencing its Term Loans to the Borrower shall affect or in any manner impair the obligations of the Borrower to pay the Term Loans (and all related Obligations) incurred by the Borrower which would otherwise be evidenced thereby in accordance with the requirements of this Agreement, and shall not in any way affect the security or guarantees guaranties therefor provided pursuant to the various Credit Documents. Any Lender that does not have a Note evidencing its outstanding Term Loans shall in no event be required to make the notations otherwise described in the preceding clause (b). At any time when any Lender requests the delivery of a Note to evidence any of its Term Loans, the Borrower shall promptly execute and deliver to the respective Lender the requested Note in the appropriate amount or amounts to evidence such Term Loans.

Appears in 4 contracts

Sources: Term Loan Credit Agreement (Vertiv Holdings Co), Term Loan Credit Agreement (Vertiv Holdings Co), Term Loan Credit Agreement (Vertiv Holdings Co)

Notes. (a) ▇▇▇▇▇▇▇▇Each Borrower’s obligation to pay the principal of, and interest on, the Term Loans made by each Lender shall be evidenced in the Register maintained by the Administrative Agent pursuant to Section 13.04 and shall, if requested by such ▇▇▇▇▇▇, also be evidenced by a promissory note. In such event, note duly executed and delivered by the Borrower shall promptly prepare, execute and deliver to such Lender a promissory note payable to such Lender (or, if requested by such Lender, to such Lender and its registered assigns) substantially in the form of Exhibit B-1B, Exhibit B-2 or Exhibit B-3with blanks appropriately completed in conformity herewith (each, as applicable (each a “Term Note”). (b) Each Lender will note on its internal records the amount of each Term Loan made by it and each payment in respect thereof and prior to any transfer of any of its Notes will endorse on the reverse side thereof the outstanding principal amount of Term Loans evidenced thereby. Failure to make any such notation or any error in such notation shall not affect the Borrower’s obligations in respect of such Term Loans. For the avoidance of doubt, to the extent any conflict arises between the records maintained pursuant to this Section and the Register, the Register shall control. (c) Notwithstanding anything to the contrary contained above in this Section 2.05 or elsewhere in this Agreement, Notes shall only be delivered to Lenders that at any time specifically request the delivery of such Notes. No failure of any Lender to request or obtain a Note evidencing its Term Loans to the Borrower shall affect or in any manner impair the obligations of the Borrower to pay the Term Loans (and all related Obligations) incurred by the Borrower which would otherwise be evidenced thereby in accordance with the requirements of this Agreement, and shall not in any way affect the security or guarantees guaranties therefor provided pursuant to the various Credit Documents. Any Lender that does not have a Note evidencing its outstanding Term Loans shall in no event be required to make the notations otherwise described in the preceding clause (b). At any time when any Lender requests the delivery of a Note to evidence any of its Term Loans, the Borrower shall promptly execute and deliver to the respective Lender the requested Note in the appropriate amount or amounts to evidence such Term Loans.

Appears in 4 contracts

Sources: Term Loan Credit Agreement (Vertiv Holdings Co), Term Loan Credit Agreement (Vertiv Holdings Co), Term Loan Credit Agreement (Vertiv Holdings Co)

Notes. (a) ▇▇▇▇▇▇▇▇Each Borrower’s obligation to pay the principal of, and interest on, the Term Loans made by each Lender shall be evidenced in the Register maintained by the Administrative Agent pursuant to Section 13.04 and shall, if requested by such ▇▇▇▇▇▇Lender, also be evidenced by a promissory note. In such event, Borrower shall promptly prepare, execute note duly executed and deliver to such Lender a promissory note payable to such Lender (or, if requested delivered by such Lender, to such Lender and its registered assigns) the Borrowers substantially in the form of Exhibit B-1B, Exhibit B-2 or Exhibit B-3with blanks appropriately completed in conformity herewith (each, as applicable (each a “Term Note”). (b) Each Lender will note on its internal records the amount of each Term Loan made by it and each payment in respect thereof and prior to any transfer of any of its Notes will endorse on the reverse side thereof the outstanding principal amount of Term Loans evidenced thereby. Failure to make any such notation or any error in such notation shall not affect each Borrower’s obligations in respect of such Term Loans. For the avoidance of doubt, to the extent any conflict arises between the records maintained pursuant to this Section and the Register, the Register shall control. (c) Notwithstanding anything to the contrary contained above in this Section 2.05 or elsewhere in this Agreement, Notes shall only be delivered to Lenders that at any time specifically request the delivery of such Notes. No failure of any Lender to request or obtain a Note evidencing its Term Loans to Borrower the Borrowers shall affect or in any manner impair the obligations of Borrower the Borrowers to pay the Term Loans (and all related Obligations) incurred by Borrower the Borrowers which would otherwise be evidenced thereby in accordance with the requirements of this Agreement, and shall not in any way affect the security or guarantees therefor provided pursuant to the various Credit Documents. Any Lender that does not have a Note evidencing its outstanding Term Loans shall in no event be required to make the notations otherwise described in the preceding clause (b). At any time when any Lender requests the delivery of a Note to evidence any of its Term Loans, Borrower the Borrowers shall promptly execute and deliver to the respective Lender the requested Note in the appropriate amount or amounts to evidence such Term Loans.

Appears in 4 contracts

Sources: Amendment and Restatement Agreement (VERRA MOBILITY Corp), Term Loan Credit Agreement (Interior Logic Group Holdings, LLC), First Lien Term Loan Credit Agreement (VERRA MOBILITY Corp)

Notes. (a) ▇▇▇▇▇▇▇▇Each Borrower’s joint and several obligation to pay the principal of, and interest on, the Loans made by each Lender shall be evidenced in the Register maintained by the Administrative Agent pursuant to Section 13.04 13.15 and shall, if requested by such ▇▇▇▇▇▇Lender, also be evidenced (i) in the case of Revolving Loans, by a promissory note. In such event, note duly executed and delivered by each Borrower shall promptly prepare, execute and deliver to such Lender a promissory note payable to such Lender (or, if requested by such Lender, to such Lender and its registered assigns) substantially in the form of Exhibit B-1, Exhibit B-2 or Exhibit B-3with blanks appropriately completed in conformity herewith (each, as applicable (each a “Revolving Note” and, collectively, the “Revolving Notes”), and (ii) in the case of Swingline Loans, by a promissory note duly executed and delivered by each Borrower substantially in the form of Exhibit B-2, with blanks appropriately completed in conformity herewith (the “Swingline Note”). (b) Each Lender will note on its internal records the amount of each Loan made by it and each payment in respect thereof and prior to any transfer of any of its Notes will endorse on the reverse side thereof the outstanding principal amount of Loans evidenced thereby. Failure to make any such notation or any error in such notation shall not affect any Borrower’s obligations in respect of such Loans. For the avoidance of doubt, to the extent any conflict arises between the records maintained pursuant to this Section and the Register, the Register shall control. (c) Notwithstanding anything to the contrary contained above in this Section 2.05 or elsewhere in this Agreement, Notes shall only be delivered to Lenders that which at any time specifically request the delivery of such Notes. No failure of any Lender to request request, obtain, maintain or obtain produce a Note evidencing its Loans to any Borrower shall affect affect, or in any manner impair impair, the obligations of any Borrower to pay the Loans (and all related Obligations) incurred by such Borrower which would otherwise be evidenced thereby in accordance with the requirements of this Agreement, and shall not in any way affect the security or guarantees guaranties therefor provided pursuant to the various any Credit DocumentsDocument. Any Lender that which does not have a Note evidencing its outstanding Loans shall in no event be required to make the notations otherwise described in the preceding clause (b). At any time when any Lender requests the delivery of a Note to evidence any of its Loans, the respective Borrower shall promptly execute and deliver to the respective Lender the requested Note in the appropriate amount or amounts to evidence such Loans.

Appears in 3 contracts

Sources: Abl Credit Agreement (CVR Refining, LP), Abl Credit Agreement (Par Petroleum Corp/Co), Abl Credit Agreement (CVR Energy Inc)

Notes. (a) ▇▇▇▇▇▇▇▇’s obligation to pay the principal of, and interest on, the The Loans made by of each Lender Bank shall be evidenced in the Register maintained by the Administrative Agent pursuant to Section 13.04 and shall, if requested by such ▇▇▇▇▇▇, also be evidenced by a promissory note. In such event, single Note made by the Borrower shall promptly prepare, execute and deliver to such Lender a promissory note payable to the order of such Lender (or, if requested by such Lender, to such Lender and Bank for the account of its registered assigns) substantially in the form of Exhibit B-1, Exhibit B-2 or Exhibit B-3, as applicable (each a “Note”)Applicable Lending Office. (b) Each Lender will note on Bank may, by notice to the Borrower and the Administrative Agent, request that its internal records Loans of a particular type be evidenced by a separate Note in an amount equal to the aggregate unpaid principal amount of such Loans. Any additional costs incurred by the Administrative Agent, the Borrower or the Banks in connection with preparing such a Note shall be at the sole cost and expense of the Bank requesting such Note. In the event any Loans evidenced by such a Note are paid in full prior to the Maturity Date, any such Bank shall return such Note to Borrower. Each such Note shall be in substantially the form of Exhibit A hereto with appropriate modifications to reflect the fact that it evidences solely Loans of the relevant type. Upon the execution and delivery of any such Note, any existing Note payable to such Bank shall be replaced or modified accordingly. Each reference in this Agreement to the “Note” of such Bank shall be deemed to refer to and include any or all of such Notes, as the context may require. (c) Upon receipt of each Bank’s Note pursuant to Section 3.1(a), the Administrative Agent shall forward such Note to such Bank. Each Bank shall record the date, amount, type and maturity of each Loan made by it and the date and amount of each payment of principal made by the Borrower with respect thereto, and may, if such Bank so elects in respect thereof and prior to connection with any transfer of any or enforcement of its Notes will Note, endorse on the reverse side thereof appropriate schedule appropriate notations to evidence the outstanding principal amount foregoing information with respect to each such Loan then outstanding; provided that the failure of Loans evidenced thereby. Failure any Bank to make any such notation recordation or any error in such notation endorsement shall not affect Borrower’s the obligations in respect of the Borrower hereunder or under the Notes. Each Bank is hereby irrevocably authorized by the Borrower so to endorse its Note and to attach to and make a part of its Note a continuation of any such Loans. For the avoidance of doubt, to the extent any conflict arises between the records maintained pursuant to this Section schedule as and the Register, the Register shall controlwhen required. (cd) Notwithstanding anything to the contrary contained above in this Section 2.05 or elsewhere in this Agreement, Notes The Loans shall only be delivered to Lenders that at any time specifically request the delivery of such Notes. No failure of any Lender to request or obtain a Note evidencing its Loans to Borrower shall affect or in any manner impair the obligations of Borrower to pay the Loans (and all related Obligations) incurred by Borrower which would otherwise be evidenced thereby in accordance with the requirements of this Agreementmature, and the principal amount thereof shall not in any way affect be due and payable, on the security or guarantees therefor provided pursuant to the 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 the preceding clause (b). At any time when any Lender requests the delivery of a Note to evidence any of its Loans, Borrower shall promptly execute and deliver to the respective Lender the requested Note in the appropriate amount or amounts to evidence such LoansMaturity Date.

Appears in 3 contracts

Sources: Credit Agreement (Equity Residential), Credit Agreement (Erp Operating LTD Partnership), Revolving Credit Agreement (Erp Operating LTD Partnership)

Notes. (a) ▇▇▇▇▇▇▇▇The Borrower’s obligation to pay the principal of, and interest on, the Loans made by each Lender shall be evidenced in the Register maintained by the Administrative Agent pursuant to Section 13.04 and shall, if requested by such ▇▇▇▇▇▇Lender, also be evidenced (i) in the case of a Term Loan, by a promissory note. In such event, note duly executed and delivered by the Borrower shall promptly prepare, execute and deliver to such Lender a promissory note payable to such Lender (or, if requested by such Lender, to such Lender and its registered assigns) substantially in the form of Exhibit B-1, Exhibit B-2 or Exhibit B-3with blanks appropriately completed in conformity herewith (each, as applicable (each a “Term Note”) and (ii) in the case of a Revolving Loan, by a promissory note duly executed and delivered by the Borrower substantially in the form of Exhibit B-2, with blanks appropriately completed in conformity herewith (each, a “Revolving Note”). (b) Each Lender will note on its internal records the amount of each Loan made by it and each payment in respect thereof and prior to any transfer of any of its Notes will endorse on the reverse side thereof the outstanding principal amount of Loans evidenced thereby. Failure to make any such notation or any error in such notation shall not affect the Borrower’s obligations in respect of such Loans. For the avoidance of doubt, to the extent any conflict arises between the records maintained pursuant to this Section and the Register, the Register shall control. (c) Notwithstanding anything to the contrary contained above in this Section 2.05 or elsewhere in this Agreement, Notes shall only be delivered to Lenders that at any time specifically request the delivery of such Notes. 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 obligations of the Borrower to pay the Loans (and all related Obligations) incurred by the Borrower which would otherwise be evidenced thereby in accordance with the requirements of this Agreement, and shall not in any way affect the security or guarantees therefor provided pursuant to the 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 the preceding clause (b). At any time when any Lender requests the delivery of a Note to evidence any of its Loans, the Borrower shall promptly execute and deliver to the respective Lender the requested Note in the appropriate amount or amounts to evidence such Loans.

Appears in 3 contracts

Sources: Credit Agreement (Iridium Communications Inc.), Credit Agreement (Iridium Communications Inc.), Credit Agreement (Iridium Communications Inc.)

Notes. (a) ▇▇▇▇▇▇▇▇The Borrower’s obligation to pay the principal of, and interest on, the Loans made by each Lender shall be evidenced in the Register maintained by the Administrative Agent pursuant to Section 13.04 12.16 and shall, if requested by such ▇▇▇▇▇▇Lender, also be evidenced by a promissory note. In such event, note duly executed and delivered by the Borrower shall promptly prepare, execute and deliver to such Lender a promissory note payable to such Lender (or, if requested by such Lender, to such Lender and its registered assigns) substantially in the form of Exhibit B-1B, Exhibit B-2 or Exhibit B-3with blanks appropriately completed in conformity herewith (each, as applicable (each a “Note” and, collectively, the “Notes”). (b) Each Note shall (i) be executed by the Borrower, (ii) be payable to such Lender or its registered assigns and be dated the Restatement Effective Date, (iii) be in a stated principal amount equal to the outstanding Tranche A Loans or Tranche B Loans of such Lender and be payable in the outstanding principal amount of Loans evidenced thereby, (iv) mature on the Maturity Date, (v) bear interest as provided in Section 2.07 in respect of the Loans evidenced thereby, (vi) be subject to voluntary prepayment as provided in Section 5.01, and mandatory repayment as provided in Section 5.02, and (vii) be entitled to the benefits of this Agreement and the other Credit Documents. (c) Each Lender will note on its internal records the amount of each Loan made by it and each payment in respect thereof and will, prior to any transfer of any of its Notes will Notes, endorse on the reverse side thereof the outstanding principal amount of Loans evidenced thereby. Failure to make any such notation or any error in any such notation or endorsement shall not affect the Borrower’s obligations in respect of such Loans. For the avoidance of doubt, to the extent any conflict arises between the records maintained pursuant to this Section and the Register, the Register shall control. (cd) Notwithstanding anything to the contrary contained above in this Section 2.05 or elsewhere in this Agreement, Notes shall only be delivered only to Lenders that at any time specifically request the delivery of such Notes. 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 obligations of the Borrower to pay the Loans (and all related Obligations) incurred by the Borrower which that would otherwise be evidenced thereby in accordance with the requirements of this Agreement, and shall not in any way affect the security or guarantees guaranties therefor provided pursuant to the 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 the preceding clause (bc). At any time (including, without limitation, to replace any Note that has been destroyed or lost) when any Lender requests the delivery of a Note to evidence any of its Loans, the Borrower shall promptly execute and deliver to the respective such Lender the requested Note in the appropriate amount or amounts to evidence such LoansLoans provided that, in the case of a substitute or replacement Note, the Borrower shall have received from such requesting Lender (i) an affidavit of loss or destruction and (ii) a customary lost/destroyed Note indemnity, in each case in form and substance reasonably acceptable to the Borrower and such requesting Lender, and duly executed by such requesting Lender.

Appears in 3 contracts

Sources: Credit Agreement (Gener8 Maritime, Inc.), Credit Agreement (Gener8 Maritime, Inc.), Credit Agreement (General Maritime Corp / MI)

Notes. (a) ▇▇▇▇▇▇▇▇The Borrower’s obligation to pay the principal of, and interest on, the Term Loans made by each Lender shall be evidenced in the Register maintained by the Administrative Agent pursuant to Section 13.04 12.15 and shall, if requested by such ▇▇▇▇▇▇Lender, also be evidenced by a promissory note. In such event, note duly executed and delivered by the Borrower shall promptly prepare, execute and deliver to such Lender a promissory note payable to such Lender (or, if requested by such Lender, to such Lender and its registered assigns) substantially in the form of Exhibit B-1B, Exhibit B-2 or Exhibit B-3with blanks appropriately completed in conformity herewith (each, as applicable (each a “Note” and, collectively, the “Notes”). (b) Each Lender will note on its internal records the amount of each Term Loan made by it and each payment in respect thereof and prior to any transfer of any of its Notes will endorse on the reverse side thereof the outstanding principal amount of Term Loans evidenced thereby. Failure to make any such notation or any error in such notation shall not affect the Borrower’s obligations in respect of such Term Loans. For the avoidance of doubt, to the extent any conflict arises between the records maintained pursuant to this Section and the Register, the Register shall control. (c) Notwithstanding anything to the contrary contained above in this Section 2.05 or elsewhere in this Agreement, Notes shall only be delivered to Lenders that which at any time specifically request the delivery of such Notes. No failure of any Lender to request request, obtain, maintain or obtain produce a Note evidencing its Term Loans to the Borrower shall affect affect, or in any manner impair impair, the obligations of the Borrower to pay repay the Term Loans (and all related Obligations) incurred by the Borrower which would otherwise be evidenced thereby in accordance with the requirements of this Agreement, and shall not in any way affect the security or guarantees guaranties therefor provided pursuant to the various any Credit DocumentsDocument. Any Lender that which does not have a Note evidencing its outstanding Term Loans shall in no event be required to make the notations otherwise described in the preceding clause (b). At any time when any Lender requests the delivery of a Note to evidence any of its Term Loans, the Borrower shall reasonably promptly execute and deliver to the respective Lender the requested Note in the appropriate amount or amounts to evidence such Term Loans.

Appears in 2 contracts

Sources: Term Loan Credit Agreement, Term Loan Credit Agreement (Jill Intermediate LLC)

Notes. (a) ▇▇▇▇▇▇▇▇’s obligation to pay the principal of, and interest on, the Loans made by each Lender shall be evidenced in the Register maintained by the Administrative Agent pursuant to Section 13.04 and shall, if requested by such ▇▇▇▇▇▇, also be evidenced by a promissory note. In such event, Borrower shall promptly prepare, execute and deliver to such Lender ▇▇▇▇▇▇ a promissory note payable to such Lender (or, if requested by such Lender, to such Lender and its registered assigns) substantially in the form of Exhibit B-1, Exhibit B-2 or Exhibit B-3, as applicable (each a “Note”). (b) Each Lender will note on its internal records the amount of each Loan made by it and each payment in respect thereof and prior to any transfer of any of its Notes will endorse on the reverse side thereof the outstanding principal amount of Loans evidenced thereby. Failure to make any such notation or any error in such notation shall not affect Borrower’s obligations in respect of such Loans. For the avoidance of doubt, to the extent any conflict arises between the records maintained pursuant to this Section and the Register, the Register shall control. (c) Notwithstanding anything to the contrary contained above in this Section 2.05 or elsewhere in this Agreement, Notes shall only be delivered to Lenders that at any time specifically request the delivery of such Notes. No failure of any Lender to request or obtain a Note evidencing its Loans to Borrower shall affect or in any manner impair the obligations of Borrower to pay the Loans (and all related Obligations) incurred by Borrower which would otherwise be evidenced thereby in accordance with the requirements of this Agreement, and shall not in any way affect the security or guarantees therefor provided pursuant to the 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 the preceding clause (b). At any time when any Lender requests the delivery of a Note to evidence any of its Loans, Borrower shall promptly execute and deliver to the respective Lender the requested Note in the appropriate amount or amounts to evidence such Loans.

Appears in 2 contracts

Sources: Credit Agreement (McGraw Hill, Inc.), Credit Agreement (McGraw Hill, Inc.)

Notes. (a) ▇▇▇▇▇▇▇▇The Borrower’s obligation to pay the principal of, and interest on, the Loans made by each Lender shall be evidenced in the Register maintained by the Administrative Agent pursuant to Section 13.04 13.12 and shall, if requested by such ▇▇▇▇▇▇Lender, also be evidenced if requested by any applicable Lender (i) in the case of Revolving Loans, by a promissory note. In such event, note duly executed and delivered by the Borrower shall promptly prepare, execute and deliver to such Lender a promissory note payable to such Lender (or, if requested by such Lender, to such Lender and its registered assigns) substantially in the form of Exhibit B-1, Exhibit B-2 or Exhibit B-3with blanks appropriately completed in conformity herewith (each, as applicable (each a “Revolving Note” and, collectively, the “Revolving Notes”), and (ii) in the case of Swingline Loans, by a promissory note duly executed and delivered by the Borrower substantially in the form of Exhibit B-2, with blanks appropriately completed in conformity herewith (the “Swingline Note”). (b) Each Lender will note on its internal records the amount of each Loan made by it and each payment in respect thereof and prior to any transfer of any of its Notes will endorse on the reverse side thereof the outstanding principal amount of Loans evidenced thereby. Failure to make any such notation or any error in such notation shall not affect the Borrower’s obligations in respect of such Loans. For the avoidance of doubt, to the extent any conflict arises between the records maintained pursuant to this Section and the Register, the Register shall control. (c) Notwithstanding anything to the contrary contained above in this Section 2.05 or elsewhere in this Agreement, Notes the Borrower shall only be delivered required to deliver Notes to Lenders that at any time specifically promptly following request for the delivery of such Notes. 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 obligations of the Borrower to pay the Loans (and all related Obligations) incurred by the Borrower which would otherwise be evidenced thereby in accordance with the requirements of this Agreement, and shall not in any way affect the security or guarantees guaranties therefor provided pursuant to the various Credit Documents. Any Lender that which does not have a Note evidencing its outstanding Loans shall in no any event be required to make the notations otherwise described in the preceding clause (b). At any time when any Lender requests the delivery of a Note to evidence any of its Loans, Borrower shall promptly execute and deliver to the respective Lender the requested Note in the appropriate amount or amounts to evidence such Loans.

Appears in 2 contracts

Sources: Credit Agreement (PPL Energy Supply LLC), Credit Agreement (Talen Energy Holdings, Inc.)

Notes. (a) ▇▇▇▇▇▇▇▇Each Borrower’s joint and several obligation to pay the principal of, and interest on, the Loans made by each Lender shall be evidenced in the Register maintained by the Administrative Agent pursuant to Section 13.04 13.15 and shall, if requested by such ▇▇▇▇▇▇Lender, also be evidenced (i) in the case of Revolving Loans, by a promissory note. In such event, note duly executed and delivered by each Borrower shall promptly prepare, execute and deliver to such Lender a promissory note payable to such Lender (or, if requested by such Lender, to such Lender and its registered assigns) substantially in the form of Exhibit B-1, Exhibit B-2 or Exhibit B-3with blanks appropriately completed in conformity herewith (each, as applicable (each a “Revolving Note” and, collectively, the “Revolving Notes”), and (ii) in the case of Swingline Loans, by a promissory note duly executed and delivered by each Borrower substantially in the form of Exhibit B-2, with blanks appropriately completed in conformity herewith (the “Swingline Note”). (b) Each Lender will note on its internal records the amount of each Loan made by it and each payment in respect thereof and prior to any transfer of any of its Notes will endorse on the reverse side thereof the outstanding principal amount of Loans evidenced thereby. Failure to make any such notation or any error in such notation shall not affect any Borrower’s obligations in respect of such Loans. For the avoidance of doubt, to the extent any conflict arises between the records maintained pursuant to this Section and the Register, the Register shall control. (c) Notwithstanding anything to the contrary contained above in this Section 2.05 or elsewhere in this Agreement, Notes shall only be delivered to Lenders that which at any time specifically request the delivery of such Notes. No failure of any Lender to request request, obtain, maintain or obtain produce a Note evidencing its Loans to Borrower the Borrowers shall affect affect, or in any manner impair impair, the joint and several obligations of Borrower the Borrowers to pay repay the Loans (and all related Obligations) incurred by Borrower the Borrowers which would otherwise be evidenced thereby in accordance with the requirements of this Agreement, and shall not in any way affect the security or guarantees guaranties therefor provided pursuant to the various any Credit DocumentsDocument. Any Lender that which does not have a Note evidencing its outstanding Loans shall in no event be required to make the notations otherwise described in the preceding clause (b). At any time when any Lender requests the delivery of a Note to evidence any of its Loans, Borrower the Borrowers shall reasonably promptly execute and deliver to the respective Lender the requested Note in the appropriate amount or amounts to evidence such Loans.

Appears in 2 contracts

Sources: Abl Credit Agreement (J.Jill, Inc.), Abl Credit Agreement (Jill Intermediate LLC)

Notes. (a) ▇▇▇▇▇▇▇▇’s obligation to pay the principal of, and interest on, the The Loans made by of each Lender Bank shall be evidenced in the Register maintained by the Administrative Agent pursuant to Section 13.04 and shall, if requested by such ▇▇▇▇▇▇, also be evidenced by a promissory note. In such event, Borrower shall promptly prepare, execute and deliver to such Lender a promissory note single Note payable to the order of such Lender (or, if requested by such Lender, to such Lender and Bank for the account of its registered assigns) substantially in the form of Exhibit B-1, Exhibit B-2 or Exhibit B-3, as applicable (each a “Note”)Applicable Lending Office. (b) Each Lender will note on Bank may, by notice to the Borrower and the Administrative Agent, request that its internal records Loans of a particular type (including, without limitation, Swingline Loans and Money Market Loans) be evidenced by a separate Note in an amount equal to the aggregate unpaid principal amount of such Loans. Any additional costs incurred by the Administrative Agent, the Borrower or the Banks in connection with preparing such a Note shall be at the sole cost and expense of the Bank requesting such Note. In the event any Loans evidenced by such a Note are paid in full prior to the Maturity Date, any such Bank shall return such Note to Borrower. Each such Note shall be in substantially the form of Exhibit A hereto with appropriate modifications to reflect the fact that it evidences solely Loans of the relevant type. Upon the execution and delivery of any such Note, any existing Note payable to such Bank shall be replaced or modified accordingly. Each reference in this Agreement to the "Note" of such Bank shall be deemed to refer to and include any or all of such Notes, as the context may require. (c) Upon receipt of each Bank's Note pursuant to Section 3.1(a), the Administrative Agent shall forward such Note to such Bank. Each Bank shall record the date, amount, type and maturity of each Loan made by it and the date and amount of each payment of principal made by the Borrower with respect thereto, and may, if such Bank so elects in respect thereof and prior to connection with any transfer of any or enforcement of its Notes will Note, endorse on the reverse side thereof appropriate schedule appropriate notations to evidence the outstanding principal amount foregoing information with respect to each such Loan then outstanding; provided that the failure of Loans evidenced thereby. Failure any Bank to make any such notation recordation or any error in such notation endorsement shall not affect Borrower’s the obligations in respect of the Borrower hereunder or under the Notes. Each Bank is hereby irrevocably authorized by the Borrower so to endorse its Note and to attach to and make a part of its Note a continuation of any such Loans. For the avoidance of doubt, to the extent any conflict arises between the records maintained pursuant to this Section schedule as and the Register, the Register shall controlwhen required. (cd) Notwithstanding anything to The Committed Loans shall mature, and the contrary contained above in this Section 2.05 or elsewhere in this Agreementprincipal amount thereof shall be due and payable, Notes on the Maturity Date. The Swingline Loans shall only mature, and the principal amount thereof shall be delivered to Lenders that at any time specifically request the delivery of such Notes. No failure of any Lender to request or obtain a Note evidencing its Loans to Borrower shall affect or in any manner impair the obligations of Borrower to pay the Loans (due and all related Obligations) incurred by Borrower which would otherwise be evidenced thereby payable, in accordance with the requirements of this AgreementSection 2.3(b)(iii). (e) Each Money Market Loan included in any Money Market Borrowing shall mature, and the principal amount thereof shall not in be due and payable, together with accrued interest thereon, on the earlier to occur of (i) last day of the Interest Period applicable to such Borrowing or (ii) the Maturity Date. (f) There shall be no more than ten (10) Euro-Dollar Groups of Loans and no more than ten (10) Money Market Loans outstanding at any way affect the security or guarantees therefor provided pursuant to the 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 the preceding clause (b). At any time when any Lender requests the delivery of a Note to evidence any of its Loans, Borrower shall promptly execute and deliver to the respective Lender the requested Note in the appropriate amount or amounts to evidence such Loansone time.

Appears in 2 contracts

Sources: Revolving Credit Agreement (Amb Property Lp), Revolving Credit Agreement (Equity Office Properties Trust)

Notes. (a) ▇▇▇▇▇▇▇▇The Borrower’s obligation to pay the principal of, and interest on, the Loans made by each Lender shall be evidenced in the Register maintained by the Administrative Agent pursuant to Section 13.04 and shall, if requested by such ▇▇▇▇▇▇, also be evidenced by a promissory note. In such event, Borrower shall promptly prepare, execute and deliver to such Lender a promissory note payable to such Lender (or, if requested by such Lender, to such Lender be evidenced by a promissory note duly executed and its registered assigns) delivered by the Borrower substantially in the form of Exhibit B-1B, Exhibit B-2 or Exhibit B-3, as applicable with blanks appropriately completed in conformity herewith (each a “Note” and, collectively, the “Notes”). (b) Each Note shall (i) be executed by the Borrower, (ii) be payable to the order of such Lender that has requested a Note and be dated the Initial Borrowing Date (or, in the case of Notes issued after the Initial Borrowing Date, be dated the date of the issuance thereof), (iii) be in a stated principal amount equal to the Commitment of such Lender and be payable in the principal amount of the Loans evidenced thereby, (iv) mature on the Maturity Date, (v) bear interest as provided in Section 1.07 in respect of the Loans evidenced thereby, (vi) be subject to voluntary prepayment and mandatory repayment as provided in Sections 4.01 and 4.02 and (vii) be entitled to the benefits of this Agreement and the other Credit Documents. (c) Each Lender will note on its internal records the amount of each Loan made by it and each payment in respect thereof and will, prior to any transfer of any of its Notes will Notes, endorse on the reverse side thereof the outstanding principal amount of Loans evidenced thereby. Failure to make any such notation or any error in any such notation or endorsement shall not affect the Borrower’s obligations in respect of such Loans. For the avoidance of doubt, to the extent any conflict arises between the records maintained pursuant to this Section and the Register, the Register shall control. (cd) Notwithstanding anything to the contrary contained above in this Section 2.05 1.05 or elsewhere in this Agreement, Notes shall only be delivered only to Lenders that at any time specifically request the delivery of such Notes. 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 obligations of the Borrower to pay the Loans (and all related Obligations) incurred by the Borrower which that would otherwise be evidenced thereby in accordance with the requirements of this Agreement, and shall not in any way affect the security or guarantees guaranties therefor provided pursuant to the 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 the preceding clause (bc). At any time (including, without limitation, to replace any Note that has been destroyed or lost) when any Lender requests the delivery of a Note to evidence any of its Loans, the Borrower shall promptly execute and deliver to the respective such Lender the requested Note in the appropriate amount or amounts to evidence such LoansLoans provided that, in the case of a substitute or replacement Note, the Borrower shall have received from such requesting Lender (i) an affidavit of loss or destruction and (ii) a customary lost/destroyed Note indemnity, in each case in form and substance reasonably acceptable to the Borrower and such requesting Lender, and duly executed by such requesting Lender.

Appears in 2 contracts

Sources: Credit Agreement (NCL CORP Ltd.), Credit Agreement (NCL CORP Ltd.)

Notes. (a) ▇▇▇▇▇▇▇▇The Borrower’s obligation to pay the principal of, and interest on, the Loans and Commitments made by each Lender shall be evidenced in the Register maintained by the Administrative Agent pursuant to Section 13.04 11.17 and shall, if requested by such ▇▇▇▇▇▇Lender, also be evidenced by a promissory note. In such event(i) in the case of Term Loans, Borrower shall promptly prepare, execute and deliver to such Lender a promissory note payable to such Lender (or, if requested duly executed and delivered by such Lender, to such Lender and its registered assigns) the Borrower substantially in the form of Exhibit B-1, Exhibit B-2 or Exhibit B-3, as applicable with blanks appropriately completed in conformity herewith (each a “Term Note” and collectively, the “Term Notes”) and (ii) in the case of Revolving Loans and Revolving Loan Commitments, a promissory note duly executed and delivered by the Borrower substantially in the form of Exhibit B-2, with blanks appropriately completed in conformity herewith (each, a “Revolving Note” and, collectively, the “Revolving Notes”). (b) Each Lender will note on its internal records the amount of each Loan made by it and each payment in respect thereof and will, prior to any transfer of any of its Notes will Notes, endorse on the reverse side thereof the outstanding principal amount of Loans and/or Commitments evidenced thereby. Failure to make any such notation or any error in any such notation or endorsement shall not affect the Borrower’s obligations in respect of such Loans. For the avoidance of doubt, to the extent any conflict arises between the records maintained pursuant to this Section and the Register, the Register shall controlLoans and/or Commitments. (c) Notwithstanding anything to the contrary contained above in this Section 2.05 or elsewhere in this Agreement, Notes shall only be delivered only to Lenders that at any time specifically request the delivery of such Notes. No failure of any Lender to request or obtain a Note evidencing its Loans and/or Commitments to the Borrower shall affect or in any manner impair the obligations of the Borrower to pay the Loans (and all related Obligations) incurred by the Borrower which that would otherwise be evidenced thereby in accordance with the requirements of this Agreement, and shall not in any way affect the security or guarantees guaranties therefor provided pursuant to the various Credit Documents. Any Lender that does not have a Note evidencing its outstanding Loans and/or Commitments shall in no event be required to make the notations on such Note otherwise described in the preceding clause (b). At any time (including, without limitation, to replace any Note that has been destroyed or lost) when any Lender requests the delivery of a Note to evidence any of its LoansLoans and/or Commitments, the Borrower shall promptly execute and deliver to the respective such Lender the requested Note in the appropriate amount or amounts to evidence such LoansLoans and/or Commitments; provided that, in the case of a substitute or replacement Note, the Borrower shall have received from such requesting Lender (i) an affidavit of loss or destruction and (ii) a customary lost/destroyed Note indemnity, in each case in form and substance reasonably acceptable to the Borrower and such requesting Lender, and duly executed by such requesting Lender.

Appears in 2 contracts

Sources: Credit Agreement (Diamond S Shipping Inc.), Credit Agreement (Diamond S Shipping Inc.)

Notes. (a) ▇▇▇▇▇▇▇▇’s obligation to pay the principal of, and interest on, the The Loans made by of each Lender Bank shall be evidenced in the Register maintained by the Administrative Agent pursuant to Section 13.04 and shall, if requested by such ▇▇▇▇▇▇, also be evidenced by a promissory note. In such event, Borrower shall promptly prepare, execute and deliver to such Lender a promissory note single Note payable to the order of such Lender (or, if requested by such Lender, to such Lender and Bank for the account of its registered assigns) substantially in the form of Exhibit B-1, Exhibit B-2 or Exhibit B-3, as applicable (each a “Note”)Applicable Lending Office. (b) Each Lender will note on Bank may, by notice to the Borrower, the Administrative Agent and the Documentation Agent, request that its internal records Loans of a particular type (including, without limitation, Swingline Loans and Money Market Loans) be evidenced by a separate Note in an amount equal to the aggregate unpaid principal amount of such Loans. Any additional costs incurred by the Administrative Agent, the Borrower or the Banks in connection with preparing such a Note shall be at the sole cost and expense of the Bank requesting such Note. In the event any Loans evidenced by such a Note are paid in full prior to the Maturity Date, any such Bank shall return such Note to Borrower. Each such Note shall be in substantially the form of Exhibit A hereto with appropriate modifications to reflect the fact that it evidences solely Loans of the relevant type. Upon the execution and delivery of any such Note, any existing Note payable to such Bank shall be replaced or modified accordingly. Each reference in this Agreement to the "Note" of such Bank shall be deemed to refer to and include any or all of such Notes, as the context may require. (c) Upon receipt of each Bank's Note pursuant to Section 3.1(a), the Documentation Agent shall forward such Note to such Bank. Each Bank shall record the date, amount, type and maturity of each Loan made by it and the date and amount of each payment of principal made by the Borrower with respect thereto, and may, if such Bank so elects in respect thereof and prior to connection with any transfer of any or enforcement of its Notes will Note, endorse on the reverse side thereof appropriate schedule appropriate notations to evidence the outstanding principal amount foregoing information with respect to each such Loan then outstanding; provided that the failure of Loans evidenced thereby. Failure any Bank to make any such notation recordation or any error in such notation endorsement shall not affect Borrower’s the obligations in respect of the Borrower hereunder or under the Notes. Each Bank is hereby irrevocably authorized by the Borrower so to endorse its Note and to attach to and make a part of its Note a continuation of any such Loans. For the avoidance of doubt, to the extent any conflict arises between the records maintained pursuant to this Section schedule as and the Register, the Register shall controlwhen required. (cd) Notwithstanding anything to The Committed Loans shall mature, and the contrary contained above in this Section 2.05 or elsewhere in this Agreementprincipal amount thereof shall be due and payable, Notes on the Maturity Date. The Swingline Loans shall only mature, and the principal amount thereof shall be delivered to Lenders that at any time specifically request the delivery of such Notes. No failure of any Lender to request or obtain a Note evidencing its Loans to Borrower shall affect or in any manner impair the obligations of Borrower to pay the Loans (due and all related Obligations) incurred by Borrower which would otherwise be evidenced thereby payable, in accordance with the requirements of this AgreementSection 2.3(b)(iii). (e) Each Money Market Loan included in any Money Market Borrowing shall mature, and the principal amount thereof shall not in be due and payable, together with accrued interest thereon, on the earlier to occur of (i) last day of the Interest Period applicable to such Borrowing or (ii) the Maturity Date. (f) There shall be no more than ten (10) Euro-Dollar Groups of Loans and no more than ten (10) Money Market Loans outstanding at any way affect the security or guarantees therefor provided pursuant to the 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 the preceding clause (b). At any time when any Lender requests the delivery of a Note to evidence any of its Loans, Borrower shall promptly execute and deliver to the respective Lender the requested Note in the appropriate amount or amounts to evidence such Loansone time.

Appears in 2 contracts

Sources: Revolving Credit Agreement (Eop Operating LTD Partnership), Revolving Credit Agreement (Eop Operating LTD Partnership)

Notes. (a) ▇▇▇▇▇▇▇▇The Borrower’s obligation to pay the principal of, and interest on, the Loans made by each Lender shall be evidenced in the Register maintained by the Administrative Agent pursuant to Section 13.04 12.15 and shall, if requested by such ▇▇▇▇▇▇Lender, also be evidenced by a promissory note. In such event, note duly executed and delivered by the Borrower shall promptly prepare, execute and deliver to such Lender a promissory note payable to such Lender (or, if requested by such Lender, to such Lender and its registered assigns) substantially in the form of Exhibit B-1B, Exhibit B-2 or Exhibit B-3with blanks appropriately completed in conformity herewith (each, as applicable (each a “Note” and, collectively, the “Notes”). (b) Each Lender will note on its internal records the amount of each Loan made by it and each payment in respect thereof and prior to any transfer of any of its Notes will endorse on the reverse side thereof the outstanding principal amount of Loans evidenced thereby. Failure to make any such notation or any error in such notation shall not affect the Borrower’s obligations in respect of such Loans. For the avoidance of doubt, to the extent any conflict arises between the records maintained pursuant to this Section and the Register, the Register shall control. (c) Notwithstanding anything to the contrary contained above in this Section 2.05 or elsewhere in this Agreement, Notes shall only be delivered to Lenders that which at any time specifically request the delivery of such Notes. No failure of any Lender to request request, obtain, maintain or obtain produce a Note evidencing its Loans to the Borrower shall affect affect, or in any manner impair impair, the obligations of the Borrower to pay the Loans (and all related Obligations) incurred by the Borrower which would otherwise be evidenced thereby in accordance with the requirements of this Agreement, and shall not in any way affect the security or guarantees guaranties therefor provided pursuant to the various any Credit DocumentsDocument. Any Lender that which does not have a Note evidencing its outstanding Loans shall in no event be required to make the notations otherwise described in the preceding clause (b). At any time when any Lender requests the delivery of a Note to evidence any of its Loans, the Borrower shall promptly execute and deliver to the respective Lender the requested Note in the appropriate amount or amounts to evidence such Loans.

Appears in 2 contracts

Sources: Credit Agreement (NightHawk Radiology Holdings Inc), Credit Agreement (NightHawk Radiology Holdings Inc)

Notes. (a) ▇▇▇▇▇▇▇▇The Borrower’s obligation to pay the principal of, and interest on, the Loans made by each Lender shall be evidenced in the Register maintained by the Administrative Agent pursuant to Section 13.04 and Loan shall, if requested by such ▇▇▇▇▇▇, also be evidenced by a promissory note. In such event, Borrower shall promptly prepare, execute and deliver to such Lender a promissory note payable to such Lender (or, if requested by such Lender, to such Lender be evidenced by a promissory note duly executed and its registered assigns) delivered by the Borrower substantially in the form of Exhibit B-1F with blanks appropriately completed in conformity herewith (each, Exhibit B-2 or Exhibit B-3, as applicable (each a “Note”). (b) Each Note shall (i) be executed by the Borrower, (ii) be payable to the order of such Lender and be dated the Effective Date (or, in the case of Notes issued after the Effective Date, be dated the date of issuance thereof), (iii) be in a stated principal amount equal to the participation of such Lender in the Loan on the date of issuance thereof, (iv) mature on the Final Payment Date, (v) bear interest as provided in Clause 7 (Interest), (vi) be subject to voluntary prepayment and mandatory repayment as provided in Section 4 (Repayment and Prepayment) and (vii) be entitled to the benefits of this Agreement and the other Finance Documents. (c) Each Lender will note on its internal records the amount of each its participation in the Loan made by it and each payment in respect thereof and will, prior to any transfer of any of its Notes will Note, endorse on the reverse side thereof the outstanding principal amount of Loans its participation in the Loan evidenced thereby. Failure to make any such notation or any error in any such notation or endorsement shall not affect the Borrower’s obligations in respect of such Loans. For the avoidance of doubt, to the extent Loan or any conflict arises between the records maintained pursuant to this Section and the Register, the Register shall controlportion thereof. (cd) Notwithstanding anything to the contrary contained above in this Section 2.05 Clause 4.1 or elsewhere in this Agreement, Notes a Note shall only be delivered only to Lenders a Lender that at any time specifically request requests the delivery of such NotesNote. No failure of any Lender to request or obtain a Note evidencing its Loans to Borrower participation in the Loan shall affect or in any manner impair the obligations of the Borrower to pay the Loans Loan or any portion thereof (and all related Obligationsobligations) incurred by the Borrower which that would otherwise be evidenced thereby in accordance with the requirements of this Agreement, and shall not in any way affect the security or guarantees guaranties therefor provided pursuant to the various Credit Finance Documents. Any Lender that does not have a Note evidencing its outstanding Loans participation in the Loan shall in no event be required to make the notations otherwise described in the preceding clause paragraph (bc). At any time (including, without limitation, to replace any Note that has been destroyed or lost) when any Lender requests the delivery of a Note to evidence any of its Loansparticipation in the Loan, the Borrower shall promptly execute and deliver to the respective such Lender the requested Note in the appropriate amount provided that, in the case of a substitute or amounts replacement Note, the Borrower shall have received from such requesting Lender (i) an affidavit of loss or destruction and (ii) a customary lost/destroyed Note indemnity, in each case in form and substance reasonably acceptable to evidence the Borrower and such Loansrequesting Lender, and duly executed by such requesting Lender. (e) On the Effective Date or as soon thereafter as practicable, the Original Lender shall surrender any promissory note made by the Borrower to the Original Lender; provided that the Original Lender may request a Note in accordance with the preceding provisions of this Clause 4.1 (Notes).

Appears in 2 contracts

Sources: Credit Agreement (DHT Holdings, Inc.), Credit Agreement (DHT Holdings, Inc.)

Notes. (a) ▇▇▇▇▇▇▇▇’s obligation to pay the principal of, and interest on, the The Loans made by each Lender shall be evidenced by one or more accounts or records maintained by such Lender and by the Administrative Agent in the Register ordinary course of business. The accounts or records maintained by the Administrative Agent pursuant and each Lender shall be conclusive absent demonstrable error of the amount of the Loans made by the Lenders to Section 13.04 the Borrowers and shallthe interest and payments thereon. Any failure to so record or any error in doing so shall not, if requested by such ▇▇▇▇▇▇however, also be evidenced by a promissory notelimit or otherwise affect the obligation of the Borrowers hereunder to pay any amount owing with respect to the Obligations. In the event of any conflict between the accounts and records maintained by any Lender and the accounts and records of the Administrative Agent in respect of such eventmatters, the accounts and records of the Administrative Agent shall control in the absence of demonstrable error. In addition to such accounts or records, upon the request of any Lender made through the Administrative Agent, the applicable Borrower shall promptly prepare, execute and deliver to such Lender (through the Administrative Agent) a promissory note payable NY Law Note, which shall evidence such Lender’s Loans. Each Lender may attach schedules to its Note and endorse thereon the date, type, amount and maturity of its Loans and payments with respect thereto; provided that BVI Borrower is promptly given a copy of any such schedule and any updates made thereto. The mutilation, loss, theft or destruction of a Note shall not imply or be deemed to constitute a cancellation of debt or of any other Obligation under or in respect of this Agreement or any Loan, even if any such event has occurred due to acts attributable to any of the Lenders or the Administrative Agent. If a Note is mutilated, the applicable Borrower shall issue and deliver a new Note of the same principal amount and maturity as the mutilated Note, provided that such mutilated Note shall be returned to such Borrower. If a Note is lost, stolen or destroyed, the applicable Borrower shall, promptly upon the written request of the Administrative Agent, issue and deliver to the applicable Lender (ora new Note of the same principal amount and maturity as the lost, if requested by such Lender, stolen or destroyed Note subject to receipt of a customary lost note affidavit from such Lender and its registered assignsindemnity satisfactory to the Borrowers and the Administrative Agent, and the satisfaction by the applicable Lender of any other action or requirement that may be applicable according to the Applicable Law. In the event that one or more Notes shall be issued after the date hereof, it shall not be necessary to tender or present any such Note to the Administrative Agent for any payment hereunder, except in connection with (but, for the avoidance of doubt, subject to) the payment in full of the Obligations thereunder. (b) The Peru Borrower shall promptly, and in any event within five (5) Business Days of (i) the disbursement of any Peru Loan, (ii) notice of the effectiveness of the assignment of any Peru Loan in accordance with Section 12.07, or (iii) the creation of any new Class of Peru Loans, as applicable, deliver to the Administrative Agent in escrow each of (A) an executed blank Peru Law Note substantially in the form of Exhibit B-1A-2 hereto and (B) an executed blank Peru Law Note substantially in the form of Exhibit A-4 hereto, Exhibit B-2 or Exhibit B-3in each case, as applicable together with (each a “Note”). (bC) Each Lender will note on its internal records the amount executed Peru Completion Agreements in favor of each Loan made by it and each payment Lender holding the applicable Class of Peru Loans, in respect thereof and prior the case of the foregoing clause (ii), subject to any transfer the surrender of any Peru Law Notes held by the Administrative Agent in escrow on behalf of any Lender that assigns 100% of its outstanding Peru Loans in connection with such assignment; provided that (i) no such Peru Law Note or Peru Completion Agreement shall be effective until released from escrow in accordance with Section 9.02(e) and (ii) at no time shall the Peru Borrower be required to deliver more Peru Law Notes will endorse on or Peru Completion Agreements than are necessary to ensure that each Lender has one original of each of the reverse side thereof documents described in the outstanding principal amount of Loans evidenced thereby. Failure to make any such notation or any error in such notation shall not affect Borrower’s obligations foregoing clauses (A) through (C) in respect of such Loans. For the avoidance each Class of doubt, to the extent any conflict arises between the records maintained pursuant to this Section and the Register, the Register shall controlPeru Loans it holds. (c) Notwithstanding anything to the contrary contained above in this Section 2.05 or elsewhere in this Agreement, Notes shall only be delivered to Lenders that at any time specifically request the delivery of such Notes. No failure of any Lender to request or obtain a Note evidencing its Loans to Borrower shall affect or in any manner impair the obligations of Borrower to pay the Loans (and all related Obligations) incurred by Borrower which would otherwise be evidenced thereby in accordance with the requirements of this Agreement, and shall not in any way affect the security or guarantees therefor provided pursuant to the 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 the preceding clause (b). At any time when any Lender requests the delivery of a Note to evidence any of its Loans, Borrower shall promptly execute and deliver to the respective Lender the requested Note in the appropriate amount or amounts to evidence such Loans.

Appears in 2 contracts

Sources: Credit Agreement (AquaVenture Holdings LTD), Credit Agreement (AquaVenture Holdings LTD)

Notes. (a) ▇▇▇▇▇▇▇▇’s obligation a. All Notes issued by the Issuer under this Agreement pursuant to pay a Commercial Paper Program shall be promissory notes having a maturity, at the principal oftime of issuance and upon any renewal thereof, not exceeding 365 days, and interest on, the Loans made by each Lender shall be evidenced in exempt from the Register maintained registration requirements of the Securities Act of 1933, as amended, as indicated on the Program Schedules, and from applicable state securities laws. The Notes may be placed by dealers (the Administrative Agent “Dealers” ) pursuant to Section 13.04 and shall4 hereof. The Notes shall be issued in book-entry form as provided in sub-paragraph (b) below. b. The Notes shall not be issued in physical form, if requested by such ▇▇▇▇▇▇, also but their aggregate face amount shall be evidenced represented by a promissory note. In such event, Borrower shall promptly prepare, execute and deliver to such Lender a promissory master note payable to such Lender (or, if requested by such Lender, to such Lender and its registered assignsthe “Master Note” ) substantially in the form of Exhibit B-1A executed by the Issuer pursuant to the book-entry commercial paper program of The Depository Trust Company ( “DTC” ). Agent shall maintain the Master Note in safekeeping, Exhibit B-2 or Exhibit B-3in accordance with its customary practices, on behalf of Cede & Co., the registered owner thereof and nominee of DTC. As long as Cede & Co. is the registered owner of the Master Note, the beneficial ownership interest therein shall be shown on, and the transfer of ownership thereof shall be effected through, entries on the books maintained by DTC and the books of its direct and indirect participants. The Master Note and the Notes shall be subject to DTC’s rules and procedures, as applicable (each a “Note”). (b) Each Lender will note on its internal records the amount of each Loan made by it and each payment in respect thereof and prior amended from time to any transfer time. Agent shall not be liable or responsible for sending transaction statements of any kind to DTC’s participants or the beneficial owners of its Notes will endorse on the reverse side thereof the outstanding principal amount of Loans evidenced thereby. Failure to make any such notation Notes, or any error in such notation shall not affect Borrower’s obligations in respect of such Loans. For the avoidance of doubtfor maintaining, to the extent any conflict arises between supervising or reviewing the records maintained pursuant of DTC or its participants with respect to this Section and the Register, the Register shall control. (c) Notwithstanding anything to the contrary contained above in this Section 2.05 or elsewhere in this Agreement, Notes shall only be delivered to Lenders that at any time specifically request the delivery of such Notes. No failure In connection with DTC’s program, the Issuer understands that as one of any Lender the conditions of its participation therein it shall be necessary for the Issuer and Agent to request or obtain enter into a Note evidencing its Loans Letter of Representations, in the form of Exhibit B hereto, and for DTC to Borrower shall affect or in any manner impair the obligations receive and accept such Letter of Borrower to pay the Loans (and all related Obligations) incurred by Borrower which would otherwise be evidenced thereby in Representations. In accordance with DTC’s program, the requirements Issuer shall obtain from the CUSIP Service Bureau a written list of this AgreementCUSIP numbers for the Notes, and shall not in any way affect deliver such list to DTC and to Agent. The CUSIP Service Bureau shall ▇▇▇▇ the security Issuer directly for the fee or guarantees therefor provided pursuant to fees payable for the various Credit Documents. Any Lender that does not have a Note evidencing its outstanding Loans shall in no event be required to make list of CUSIP numbers for the notations otherwise described in the preceding clause (b). At any time when any Lender requests the delivery of a Note to evidence any of its Loans, Borrower shall promptly execute and deliver to the respective Lender the requested Note in the appropriate amount or amounts to evidence such LoansNotes.

Appears in 2 contracts

Sources: Issuing and Paying Agency Agreement, Issuing and Paying Agency Agreement (FMC Technologies Inc)

Notes. (a) ▇▇▇▇▇▇▇▇’s obligation to pay the principal of, and interest on, the The Loans made by of each Lender Bank shall be evidenced in the Register maintained by the Administrative Agent pursuant to Section 13.04 and shall, if requested by such ▇▇▇▇▇▇, also be evidenced by a promissory note. In such event, Borrower shall promptly prepare, execute and deliver to such Lender a promissory note single Note payable to the order of such Lender (or, if requested by such Lender, to such Lender and Bank for the account of its registered assigns) substantially in the form of Exhibit B-1, Exhibit B-2 or Exhibit B-3, as applicable (each a “Note”)Applicable Lending Office. (b) Each Lender will note on Bank may, by notice to the Borrower and the Administrative Agent, request that its internal records Loans of a particular type be evidenced by a separate Note in an amount equal to the aggregate unpaid principal amount of such Loans. Any additional costs incurred by the Administrative Agent, the Borrower or the Banks in connection with preparing such a Note shall be at the sole cost and expense of the Bank requesting such Note. In the event any Loans evidenced by such a Note are paid in full prior to the Maturity Date, any such Bank shall return such Note to Borrower. Each such Note shall be in substantially the form of Exhibit A hereto with appropriate modifications to reflect the fact that it evidences solely Loans of the relevant type. Upon the execution and delivery of any such Note, any existing Note payable to such Bank shall be replaced or modified accordingly. Each reference in this Agreement to the “Note” of such Bank shall be deemed to refer to and include any or all of such Notes, as the context may require. (c) Upon receipt of each Bank’s Note pursuant to Section 3.1(a), the Administrative Agent shall forward such Note to such Bank. Each Bank shall record the date, amount, type and maturity of each Loan made by it and the date and amount of each payment of principal made by the Borrower with respect thereto, and may, if such Bank so elects in respect thereof and prior to connection with any transfer of any or enforcement of its Notes will Note, endorse on the reverse side thereof appropriate schedule appropriate notations to evidence the outstanding principal amount foregoing information with respect to each such Loan then outstanding; provided that the failure of Loans evidenced thereby. Failure any Bank to make any such notation recordation or any error in such notation endorsement shall not affect Borrower’s the obligations in respect of the Borrower hereunder or under the Notes. Each Bank is hereby irrevocably authorized by the Borrower so to endorse its Note and to attach to and make a part of its Note a continuation of any such Loans. For the avoidance of doubt, to the extent any conflict arises between the records maintained pursuant to this Section schedule as and the Register, the Register shall controlwhen required. (cd) Notwithstanding anything to The Loans shall mature, and the contrary contained above in this Section 2.05 or elsewhere in this Agreementprincipal amount thereof shall be due and payable, Notes on the Maturity Date. (e) There shall only be delivered to Lenders that no more than ten (10) Euro-Dollar Groups of Loans outstanding at any time specifically request the delivery of such Notes. No failure of any Lender to request or obtain a Note evidencing its Loans to Borrower shall affect or in any manner impair the obligations of Borrower to pay the Loans (and all related Obligations) incurred by Borrower which would otherwise be evidenced thereby in accordance with the requirements of this Agreement, and shall not in any way affect the security or guarantees therefor provided pursuant to the 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 the preceding clause (b). At any time when any Lender requests the delivery of a Note to evidence any of its Loans, Borrower shall promptly execute and deliver to the respective Lender the requested Note in the appropriate amount or amounts to evidence such Loansone time.

Appears in 2 contracts

Sources: Revolving Credit Agreement (Equity Residential), Credit Agreement (Eop Operating LTD Partnership)

Notes. (a) ▇▇▇▇▇▇▇▇The Borrower’s obligation to pay the principal of, and interest on, the Loans made by each Lender shall be evidenced in the Register maintained by the Administrative Agent pursuant to Section 13.04 13.15 and shall, if requested by such ▇▇▇▇▇▇Lender, also be evidenced (i) in the case of Term Loans, by a promissory note. In such event, note duly executed and delivered by the Borrower shall promptly prepare, execute and deliver to such Lender a promissory note payable to such Lender (or, if requested by such Lender, to such Lender and its registered assigns) substantially in the form of Exhibit B-1, with blanks appropriately completed in conformity herewith (each, a “Term Note” and, collectively, the “Term Notes”), (ii) in the case of Revolving Loans, by a promissory note duly executed and delivered by the Borrower substantially in the form of Exhibit B-2 or B-2, with blanks appropriately completed in conformity herewith (each, a “Revolving Note” and, collectively, the “Revolving Notes”), and (iii) in the case of Swingline Loans, by a promissory note duly executed and delivered by the Borrower substantially in the form of Exhibit B-3, as applicable with blanks appropriately completed in conformity herewith (each a the Swingline Note”). (b) Each Lender will note on its internal records the amount of each Loan made by it and each payment in respect thereof and prior to any transfer of any of its Notes will endorse on the reverse side thereof the outstanding principal amount of Loans evidenced thereby. Failure to make any such notation or any error in such notation shall not affect the Borrower’s obligations in respect of such Loans. For the avoidance of doubt, to the extent any conflict arises between the records maintained pursuant to this Section and the Register, the Register shall control. (c) Notwithstanding anything to the contrary contained above in this Section 2.05 or elsewhere in this Agreement, Notes shall only be delivered to Lenders that which at any time specifically request the delivery of such Notes. 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 obligations of the Borrower to pay the Loans (and all related Obligations) incurred by the Borrower which would otherwise be evidenced thereby in accordance with the requirements of this Agreement, and shall not in any way affect the security or guarantees guaranties therefor provided pursuant to the various Credit Documents. Any Lender that which does not have a Note evidencing its outstanding Loans shall in no event be required to make the notations otherwise described in the preceding clause (b). At any time when any Lender requests the delivery of a Note to evidence any of its Loans, the Borrower shall promptly execute and deliver to the respective Lender the requested Note in the appropriate amount or amounts to evidence such Loans.

Appears in 2 contracts

Sources: Credit Agreement (Radio One, Inc.), Credit Agreement (Global Cash Access Holdings, Inc.)

Notes. (a) ▇▇▇▇▇▇▇▇’s obligation Each Lender shall maintain in accordance with its usual practice an account or accounts evidencing the indebtedness of the Borrowers to pay such Lender resulting from each Loan made by such Lender, including the amounts of principal of, and interest onpayable and paid to such Lender from time to time hereunder. The Administrative Agent shall maintain accounts in which it shall record (i) the amount of each Loan made hereunder, the Loans made by Type thereof and the Interest Period applicable thereto, (ii) the amount of any principal or interest due and payable or to become due and payable from the Borrowers to each Lender shall be evidenced in hereunder and (iii) the Register maintained amount of any sum received by the Administrative Agent hereunder for the account of the Lenders and each Lender's share thereof. The entries made in the accounts maintained pursuant to this Section 13.04 2.02(d) shall be prima facie evidence of the existence and shall, if requested amounts of the obligations recorded therein; provided that the failure of any Lender or the Administrative Agent to maintain such accounts or any error therein shall not in any manner affect the obligation of the Borrowers to repay the Loans in accordance with the terms of this Agreement. Any Lender may request that Loans made by such ▇▇▇▇▇▇, also it be evidenced by a promissory noteNote. In such event, Borrower the Borrowers shall promptly prepare, execute and deliver to such Lender a promissory note Note payable to such Lender (or, if requested by such Lender, to the order of such Lender and its registered assigns) substantially in the form of Exhibit B-1, Exhibit B-2 A or Exhibit B-3A-1, as applicable applicable, dated, in the case of (each i) any Lender party hereto as of the date of this Agreement, as of the date of this Agreement or (ii) any Lender that becomes a “Note”party hereto pursuant to an Assignment and Assumption, as of the effective date of the Assignment and Assumption, payable to the order of such Lender in a principal amount equal to its Maximum Revolving Credit Amount as in effect on such date, and otherwise duly completed. Thereafter, the Loans evidenced by such Note and interest thereon shall at all times (including after assignment pursuant to Section 12.04) be represented by one or more Notes in such form payable to the order of the payee named therein (or, if such Note is a registered note, to such payee and its registered assigns). . In the event that any Lender's Maximum Revolving Credit Amount increases or decreases for any reason (bwhether pursuant to Section 2.06, Section 12.04(b) Each or otherwise), the Borrowers shall deliver or cause to be delivered on the effective date of such increase or decrease, a new Note payable to the order of such Lender will note on in a principal amount equal to its internal records the amount Maximum Revolving Credit Amount after giving effect to such increase or decrease, and otherwise duly completed. The date, amount, Type, interest rate and, if applicable, Interest Period of each Loan made by it each Lender, and each payment in respect thereof and all payments made on account of the principal thereof, shall be recorded by such Lender on its books for its Note, and, prior to any transfer of transfer, may be endorsed by such Lender on a schedule attached to such Note or any of its Notes will endorse continuation thereof or on the reverse side thereof the outstanding principal amount of Loans evidenced therebyany separate record maintained by such Lender. Failure to make any such notation or any error in such notation to attach a schedule shall not affect Borrower’s any Lender's or the Borrowers' rights or obligations in respect of such Loans. For Loans or affect the avoidance of doubt, to the extent any conflict arises between the records maintained pursuant to this Section and the Register, the Register shall control. (c) Notwithstanding anything to the contrary contained above in this Section 2.05 or elsewhere in this Agreement, Notes shall only be delivered to Lenders that at any time specifically request the delivery validity of such Notes. No failure of transfer by any Lender to request or obtain a Note evidencing its Loans to Borrower shall affect or in any manner impair the obligations of Borrower to pay the Loans (and all related Obligations) incurred by Borrower which would otherwise be evidenced thereby in accordance with the requirements of this Agreement, and shall not in any way affect the security or guarantees therefor provided pursuant to the 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 the preceding clause (b). At any time when any Lender requests the delivery of a Note to evidence any of its Loans, Borrower shall promptly execute and deliver to the respective Lender the requested Note in the appropriate amount or amounts to evidence such LoansNote.

Appears in 2 contracts

Sources: Senior Credit Agreement (Quest Resource Corp), Senior Credit Agreement (Quest Resource Corp)

Notes. (a) ▇▇▇▇▇▇▇▇’s obligation to pay the principal of, and interest on, the The Loans made by each Lender shall be evidenced in the Register maintained by the Administrative Agent pursuant to Section 13.04 and shall, if requested by such ▇▇▇▇▇▇, also be evidenced by a promissory note. In such event, single Note made by the Borrower shall promptly prepare, execute and deliver to such Lender a promissory note payable to such Lender (or, if requested by such Lender, to such Lender and its registered assigns) substantially in Administrative Agent on behalf of the form Lenders for the account of Exhibit B-1, Exhibit B-2 or Exhibit B-3, as applicable (each a “Note”)their respective Lending Offices. (b) Notwithstanding Section 2.5(a) above, any Lender may, by notice to the Borrower and Administrative Agent, request that its Loan be evidenced by a separate Note payable to such Lender for the account of its Lending Office, in which event the Note made by the Borrower pursuant to Section 2.5(a) shall not include or evidence the Loans made by such Lender to the Borrower. Each such Note shall be modified to reflect the fact that it evidences solely the Loan made by the applicable Lender. Any additional costs incurred by Administrative Agent, the Borrower or the Lenders in connection with preparing such a Note shall be at the sole cost and expense of the Lender requesting such Note. If the Loan evidenced by such a Note are paid in full prior to the Maturity Date, the applicable Lender shall return such Note to the Borrower. (c) Upon receipt of the Note issued pursuant to Section 3.1(a), Administrative Agent shall forward a copy thereof to each Lender. Administrative Agent shall record such Note or in its records the date, amount, type and maturity of each Loan made by each Lender and the date and amount of each payment of principal made by the Borrower with respect thereto, and may, if Administrative Agent so elects in connection with any transfer or enforcement of such Note, endorse on the appropriate schedule appropriate notations to evidence the foregoing information with respect to each such Loan then outstanding; provided that the failure of Administrative Agent to make any such recordation or endorsement shall not affect the obligations of the Borrower hereunder or under any Notes. The Borrower hereby irrevocably authorizes Administrative Agent so to endorse such Note and to attach to and make a part of such Note a continuation of any such schedule as and when required. (d) Upon receipt of any Lender’s Note pursuant to Section 2.5(b), Administrative Agent shall forward such Note to such Lender. Each Lender will note on its internal records shall record the amount date, amount, type and maturity of each Loan made by it and the date and amount of each payment of principal made by the Borrower with respect thereto, and may, if such Lender so elects in respect thereof and prior to connection with any transfer of any or enforcement of its Notes will Note, endorse on the reverse side thereof appropriate schedule appropriate notations to evidence the outstanding principal amount of Loans evidenced thereby. Failure foregoing information with respect to make any each such notation or any error in such notation shall not affect Borrower’s obligations in respect of such Loans. For Loan then outstanding; provided that the avoidance of doubt, to the extent any conflict arises between the records maintained pursuant to this Section and the Register, the Register shall control. (c) Notwithstanding anything to the contrary contained above in this Section 2.05 or elsewhere in this Agreement, Notes shall only be delivered to Lenders that at any time specifically request the delivery of such Notes. No failure of any Lender to request make any such recordation or obtain a Note evidencing its Loans to Borrower endorsement shall not affect or in any manner impair the obligations of the Borrower hereunder or under such Note. The Borrower hereby irrevocably authorizes each Lender so to pay the Loans (endorse its Note and all related Obligations) incurred by Borrower which would otherwise be evidenced thereby in accordance with the requirements of this Agreement, to attach to and shall not in any way affect the security or guarantees therefor provided pursuant to the various Credit Documents. Any Lender that does not have make a Note evidencing its outstanding Loans shall in no event be required to make the notations otherwise described in the preceding clause (b). At any time when any Lender requests the delivery of a Note to evidence any part of its Loans, Borrower shall promptly execute Note a continuation of any such schedule as and deliver to the respective Lender the requested Note in the appropriate amount or amounts to evidence such Loanswhen required.

Appears in 2 contracts

Sources: Term Loan Agreement (Prologis, L.P.), Term Loan Agreement (Prologis, L.P.)

Notes. (a) ▇▇▇▇▇▇▇▇The Borrower’s obligation to pay the principal of, and interest on, the Loans made by each Lender shall be evidenced in the Register maintained by the Administrative Agent pursuant to Section 13.04 11.17 and shall, if requested by such ▇▇▇▇▇▇Lender, also be evidenced by a promissory note. In such event, note duly executed and delivered by the Borrower shall promptly prepare, execute and deliver to such Lender a promissory note payable to such Lender (or, if requested by such Lender, to such Lender and its registered assigns) substantially in the form of Exhibit B-1B, Exhibit B-2 or Exhibit B-3with blanks appropriately completed in conformity herewith (each, as applicable (each a “Note” and, collectively, the “Notes”). (b) Each Lender will note on its internal records the amount of each Loan made by it and each payment in respect thereof and will, prior to any transfer of any of its Notes will Notes, endorse on the reverse side thereof the outstanding principal amount of Loans evidenced thereby. Failure to make any such notation or any error in any such notation or endorsement shall not affect the Borrower’s obligations in respect of such Loans. For the avoidance of doubt, to the extent any conflict arises between the records maintained pursuant to this Section and the Register, the Register shall control. (c) Notwithstanding anything to the contrary contained above in this Section 2.05 or elsewhere in this Agreement, Notes shall only be delivered only to Lenders that at any time specifically request the delivery of such Notes. 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 obligations of the Borrower to pay the Loans (and all related Obligations) incurred by the Borrower which that would otherwise be evidenced thereby in accordance with the requirements of this Agreement, and shall not in any way affect the security or guarantees guaranties therefor provided pursuant to the 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 on such Note otherwise described in the preceding clause (b). At any time (including, without limitation, to replace any Note that has been destroyed or lost) when any Lender requests the delivery of a Note to evidence any of its Loans, the Borrower shall promptly execute and deliver to the respective such Lender the requested Note in the appropriate amount or amounts to evidence such Loans, provided that, in the case of a substitute or replacement Note, the Borrower shall have received from such requesting Lender (i) an affidavit of loss or destruction and (ii) a customary lost/destroyed Note indemnity, in each case in form and substance reasonably acceptable to the Borrower and such requesting Lender, and duly executed by such requesting Lender.

Appears in 2 contracts

Sources: Credit Agreement (Athena Spinco Inc.), Credit Agreement (Scorpio Bulkers Inc.)

Notes. (a) ▇▇▇▇▇▇▇▇Each Borrower’s obligation to pay the principal of, and interest on, the Loans made by each Lender to such Borrower shall be evidenced in the Register maintained by the Administrative Agent pursuant to Section 13.04 13.15 and shall, if requested by such ▇▇▇▇▇▇Lender, also be evidenced by a promissory note. In such event, Borrower shall promptly prepare, execute note duly executed and deliver to such Lender a promissory note payable to such Lender (or, if requested delivered by such Lender, to such Lender and its registered assigns) Borrower substantially in the form of Exhibit B-1B (except in the case of any Spanish Obligor to the extent execution of a promissory note would give rise to payment of stamp duty), Exhibit B-2 or Exhibit B-3with blanks appropriately completed in conformity herewith (each, as applicable (each a “Note” and, collectively, the “Notes”). (b) Each Lender will note on its internal records the amount of each Loan made by it and each payment in respect thereof and prior to any transfer of any of its Notes will endorse on the reverse side thereof the outstanding principal amount of Loans evidenced thereby. Failure to make any such notation or any error in such notation shall not affect any Borrower’s obligations in respect of such Loans. For the avoidance of doubt, to the extent any conflict arises between the records maintained pursuant to this Section and the Register, the Register shall control. (c) Notwithstanding anything to the contrary contained above in this Section 2.05 or elsewhere in this Agreement, Notes shall only be delivered to Lenders that which at any time specifically request the delivery of such Notes. No failure of any Lender to request request, obtain, maintain or obtain produce a Note evidencing its Loans to any Borrower shall affect affect, or in any manner impair impair, the obligations of any Borrower to pay the Loans (and all related Secured Obligations) incurred by such Borrower which would otherwise be evidenced thereby in accordance with the requirements of this Agreement, and shall not in any way affect the security or guarantees guaranties therefor provided pursuant to the various any Credit DocumentsDocument. Any Lender that which does not have a Note evidencing its outstanding Loans shall in no event be required to make the notations otherwise described in the preceding clause (b). At any time when any Lender requests the delivery of a Note to evidence any of its Loans, the respective Borrower shall promptly execute and deliver to the respective Lender Lender, at such Borrower’s expense, the requested Note in the appropriate amount or amounts to evidence such Loans.

Appears in 2 contracts

Sources: Amendment and Restatement Agreement (Toys R Us Inc), Syndicated Facility Agreement (Toys R Us Inc)

Notes. (a) ▇▇▇▇▇▇▇▇’s obligation to pay the principal ofEach Lender's Tranche A Term Loans, ------ Tranche B Term Loans and interest on, the Revolving Loans made by each Lender shall be evidenced in the Register maintained by the Administrative Agent pursuant to Section 13.04 and shall, if requested by such ▇▇▇▇▇▇, also be evidenced by a promissory note. In such event, Borrower shall promptly prepare, execute and deliver separate Note (in the form applicable to such Lender a promissory note Class) payable to the order of such Lender for the account of its Applicable Lending Office in an amount equal to (i) in the case of its Note evidencing Tranche A Term Loans or Tranche B Term Loans, the aggregate principal amount of Term Loans of such Class made by such Lender (oror its predecessor in interest) on the Effective Date, if requested by such Lenderor (ii) in the case of its Note evidencing Revolving Loans, to the aggregate Commitment of such Lender and its registered assigns) substantially in the form of Exhibit B-1, Exhibit B-2 or Exhibit B-3, as applicable (each a “Note”)such Class. (b) Each Lender will note on may, by notice to the Borrower and the Agent, request that its internal records Loans of a particular Type and Class be evidenced by a separate Note. Each such Note shall be in substantially the form of Exhibit A hereto applicable to the relevant Class with appropriate modifications to reflect the fact that it evidences solely Loans of the relevant Type. Each reference in this Agreement to the "Note" or "Notes" of such Lender shall be deemed to refer to and include any or all of such Notes, as the context may require. (c) Upon receipt of each Lender's Note or Notes pursuant to Section 3.01(b), the Agent shall mail such Note or Notes to such Lender. Each Lender shall record the date and amount of each Loan made by it and the date and amount of each payment in of principal made by the Borrower with respect thereof thereto, and prior to any transfer of any of its Notes will shall endorse on the reverse side schedule forming a part thereof appropriate notations to evidence the outstanding principal amount foregoing information with respect to each such Loan then outstanding; provided that the failure of Loans evidenced thereby. Failure any -------- Lender to make any such notation recordation or any error in such notation endorsement shall not affect Borrower’s obligations in respect of such Loans. For the avoidance of doubt, to the extent any conflict arises between the records maintained pursuant to this Section and the Register, the Register shall control. (c) Notwithstanding anything to the contrary contained above in this Section 2.05 or elsewhere in this Agreement, Notes shall only be delivered to Lenders that at any time specifically request the delivery of such Notes. No failure of any Lender to request or obtain a Note evidencing its Loans to Borrower shall affect or in any manner impair the obligations of the Borrower hereunder or under the Notes. Each Lender is hereby irrevocably authorized by the Borrower so to pay the Loans (endorse its Note and all related Obligations) incurred by Borrower which would otherwise be evidenced thereby in accordance with the requirements of this Agreement, to attach to and shall not in any way affect the security or guarantees therefor provided pursuant to the various Credit Documents. Any Lender that does not have make a Note evidencing its outstanding Loans shall in no event be required to make the notations otherwise described in the preceding clause (b). At any time when any Lender requests the delivery of a Note to evidence any part of its Loans, Borrower shall promptly execute Note a continuation of any such schedule as and deliver to the respective Lender the requested Note in the appropriate amount or amounts to evidence such Loanswhen required.

Appears in 2 contracts

Sources: Credit Agreement (Brylane Inc), Credit Agreement (Brylane Inc)

Notes. (a) ▇▇▇▇▇▇▇▇’s The obligation of Borrower to pay the principal of, and interest on, repay the Loans made by each Lender and to pay interest thereon at the rates provided herein shall be evidenced in the Register maintained by the Administrative Agent pursuant to Section 13.04 and shall, if requested by such ▇▇▇▇▇▇, also be evidenced by a promissory note. In such event, Borrower shall promptly prepare, execute and deliver to such Lender a promissory note payable to such Lender (or, if requested by such Lender, to such Lender and its registered assigns) substantially in the form of Exhibit B-1D (individually, Exhibit B-2 or Exhibit B-3a "Note") which note shall be (i) payable to the order of such Lender, as applicable (ii) in the amount of such Lender's Commitment, (iii) dated the Closing Date and (iv) otherwise appropriately completed. Borrower authorizes each a “Note”). (b) Each Lender will note to record on its internal records the schedule annexed to such Lender's Note the date and amount of each Loan made by it such Lender and of each payment in respect thereof or prepayment of principal thereon made by Borrower, and prior to agrees that all such notations shall constitute prima facie evidence of the matters noted; provided, however, that any transfer of any of its Notes will endorse on the reverse side thereof the outstanding principal amount of Loans evidenced thereby. Failure failure by a Lender to make any such notation or any error in such notation shall not affect Borrower’s obligations in respect the Obligations. Borrower further authorizes each Lender to attach to and make a part of such LoansLender's Note continuations of the schedule attached thereto as necessary. For the avoidance of doubtIf, to the extent any conflict arises between the records maintained pursuant to this Section and the Register, the Register shall control. (c) Notwithstanding anything to the contrary contained above in this Section 2.05 or elsewhere in this Agreement, Notes shall only be delivered to Lenders that at any time specifically request the delivery of such Notes. No failure of because any Lender designates separate Applicable Lending Offices for Base Rate Loans or LIBOR Loans, such Lender requests that separate promissory notes be executed to request or obtain a Note evidencing its Loans evidence separately such Loans, then each such note shall be in the form of Exhibit D, mutatis mutandis to Borrower shall affect or in any manner impair the obligations of Borrower to pay the Loans (and all related Obligations) incurred by Borrower which would otherwise be evidenced thereby in accordance with the requirements of this Agreementreflect such division, and shall not in any way affect the security or guarantees therefor provided pursuant be (w) payable to the 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 order of such Lender, (x) in the preceding clause amount of such Lender's Commitment, (b)y) dated the Closing Date and (z) otherwise appropriately completed. At any time when any Lender requests the delivery of Such notes shall, collectively, constitute a Note to evidence any of its Loans, Borrower shall promptly execute and deliver to the respective Lender the requested Note in the appropriate amount or amounts to evidence such LoansNote.

Appears in 2 contracts

Sources: Annual Report, Credit Agreement (Lam Research Corp)

Notes. (a) ▇▇▇▇▇▇▇▇The Borrower’s obligation to pay the principal of, and interest on, the Loans made by each Lender shall be evidenced in the Register maintained by the Administrative Agent pursuant to Section 13.04 12.15 and shall, if requested by such ▇▇▇▇▇▇Lender, also be evidenced by a promissory note. In such event, note duly executed and delivered by the Borrower shall promptly prepare, execute and deliver to such Lender a promissory note payable to such Lender (or, if requested by such Lender, to such Lender and its registered assigns) substantially in the form of Exhibit B-1B, Exhibit B-2 or Exhibit B-3with blanks appropriately completed in conformity herewith (each, as applicable (each a “Note” and, collectively, the “Notes”). (b) Each Lender will note on its internal records the amount of each Loan made by it and each payment in respect thereof and prior to any transfer of any of its Notes will endorse on the reverse side thereof the outstanding principal amount of Loans evidenced thereby. Failure to make any such notation or any error in such notation shall not affect the Borrower’s obligations in respect of such Loans. For the avoidance of doubt, to the extent any conflict arises between the records maintained pursuant to this Section and the Register, the Register shall control. (c) Notwithstanding anything to the contrary contained above in this Section 2.05 or elsewhere in this Agreement, Notes shall only be delivered to Lenders that which at any time specifically request the delivery of such Notes. No failure of any Lender to request request, obtain, maintain or obtain produce a Note evidencing its Loans to the Borrower shall affect affect, or in any manner impair impair, the obligations of the Borrower to pay repay the Loans (and all related Obligations) incurred by the Borrower which would otherwise be evidenced thereby in accordance with the requirements of this Agreement, and shall not in any way affect the security or guarantees guaranties therefor provided pursuant to the various any 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 the preceding clause (b)Document. At any time when any Lender requests the delivery of a Note to evidence any of its Loans, the Borrower shall reasonably promptly execute and deliver to the respective Lender the requested Note in the appropriate amount or amounts to evidence such Loans.

Appears in 2 contracts

Sources: Term Loan Credit Agreement (AdvancePierre Foods Holdings, Inc.), Term Loan Credit Agreement (AdvancePierre Foods Holdings, Inc.)

Notes. (a) ▇▇▇▇▇▇▇▇’s obligation The Committed Loans shall be evidenced by promissory notes of the Borrower substantially in the form of Exhibit A hereto, with appropriate insertions, payable to pay the principal oforder of the Lenders, dated as of the date hereof, and interest on, for each Lender in the Loans face amount of such Lender's Commitment (the "Committed Loan Notes"). The Competitive Bid Loan made by each Lender shall be evidenced in by promissory notes of the Register maintained by the Administrative Agent pursuant to Section 13.04 and shallBorrower, if requested by such ▇▇▇▇▇▇, also be evidenced by a promissory note. In such event, Borrower shall promptly prepare, execute and deliver to such Lender a promissory note payable to such Lender (or, if requested by such Lender, to such Lender and its registered assigns) substantially in the form of Exhibit B-1B hereto, Exhibit B-2 or Exhibit B-3with appropriate insertions, payable to the order of such Lender, dated as applicable of the date hereof and in the face amount of the Total Commitment (each a “Note”the "Competitive Bid Loan Notes"). (b) . Each Lender will note on its internal records is hereby authorized to record the date and amount of Committed Loans it makes and the date and amount of each payment of principal and interest thereon on a schedule annexed to its Committed Loan Note or maintained in connection therewith. Each Lender is hereby authorized to record the date and amount of each Competitive Bid Loan made by it such Lender, the maturity date thereof, the date and amount of each payment of principal and interest thereon and the interest rate with respect thereto on a schedule annexed to its Competitive Bid Loan Note or maintained in respect thereof and prior to connection therewith. Any such recordation by any transfer Lender shall constitute prima facie evidence of any the accuracy of its Notes will endorse on the reverse side thereof information so recorded; provided, however, that the outstanding principal amount of Loans evidenced thereby. Failure failure to make any such notation recordation or any error in any such notation recordation shall not affect Borrower’s obligations in respect of such Loans. For the avoidance of doubt, to the extent any conflict arises between the records maintained pursuant to this Section and the Register, the Register shall control. (c) Notwithstanding anything to the contrary contained above in this Section 2.05 or elsewhere in this Agreement, Notes shall only be delivered to Lenders that at any time specifically request the delivery of such Notes. No failure of any Lender to request or obtain a Note evidencing its Loans to Borrower shall affect or in any manner impair the obligations of the Borrower to pay hereunder, under the Loans (and all related Obligations) incurred by Borrower which would otherwise be evidenced thereby in accordance with Committed Loan Notes, or under the requirements of this Agreement, and shall not in any way affect the security or guarantees therefor provided pursuant to the 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 the preceding clause (b). At any time when any Lender requests the delivery of a Note to evidence any of its Loans, Borrower shall promptly execute and deliver to the respective Lender the requested Note in the appropriate amount or amounts to evidence such LoansCompetitive Bid Loan Notes.

Appears in 2 contracts

Sources: Extended Revolving Credit Agreement (Costco Wholesale Corp /New), Short Term Revolving Credit Agreement (Costco Wholesale Corp /New)

Notes. (a) ▇▇▇▇▇▇▇▇’s obligation to pay the principal of, and interest on, the The Committed Loans made by each Lender to an Obligor shall be evidenced in the Register maintained by the Administrative Agent pursuant to Section 13.04 and shall, if requested by such ▇▇▇▇▇▇, also be evidenced by a promissory note. In such event, Borrower shall promptly prepare, execute and deliver to such Lender a single promissory note payable to of such Lender (or, if requested by such Lender, to such Lender and its registered assigns) Obligor in substantially in the form of Exhibit B-1A, Exhibit B-2 dated (i) the Closing Date or Exhibit B-3(ii) the effective date of an Assignment pursuant to Section 12.06(b) or (iii) the date that the Company designates a Designated Subsidiary pursuant to Section 2.10, as applicable (each payable to the order of such Lender in a “Note”). (b) Each Lender will note on principal amount equal to its internal records the amount Commitment and otherwise duly completed. The date, amount, Type, interest rate and Interest Period, if any, of each Committed Loan made by it each Lender, and each payment in respect thereof and all payments made on account of the principal thereof, shall be recorded by such Lender on its books for its Committed Note, and, prior to any transfer of any of its Notes will endorse transfer, endorsed by such Lender on the reverse side thereof the outstanding principal amount of Loans evidenced therebyschedule attached to such Committed Note or any continuation thereof. Failure to make any such notation or any error in such notation shall not affect Borrower’s the Obligor's obligations in respect of such Loans. For , or affect the avoidance validity of doubt, to the extent such transfer by any conflict arises between the records maintained pursuant to this Section and the Register, the Register shall controlLender of such Note. (cb) Notwithstanding anything The Competitive Loans made by each Lender to an Obligor shall be evidenced by a single promissory note of such Obligor in substantially the form of Exhibit B, dated (i) the Closing Date or (ii) the effective date of an Assignment pursuant to Section 12.06(b) or (iii) the date that the Company designates a Designated Subsidiary pursuant to Section 2.10, payable to the contrary contained above in this Section 2.05 or elsewhere in this Agreement, Notes shall only be delivered to Lenders that at any time specifically request the delivery order of such NotesLender in a principal amount equal to the Aggregate Commitments and otherwise duly completed. No failure The date, amount, Type, interest rate and Interest Period of each Competitive Loan made by each Lender, and all payments made on account of the principal thereof, shall be recorded by such Lender on its books for its Competitive Note, and, prior to any transfer, endorsed by such Lender on the schedule attached to such Competitive Note or any continuation thereof. Failure to make any such notation shall not affect the Obligor's obligations in respect of such Loans, or affect the validity of such transfer by any Lender to request or obtain a Note evidencing its Loans to Borrower shall affect or in any manner impair the obligations of Borrower to pay the Loans (and all related Obligations) incurred by Borrower which would otherwise be evidenced thereby in accordance with the requirements of this Agreement, and shall not in any way affect the security or guarantees therefor provided pursuant to the 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 the preceding clause (b). At any time when any Lender requests the delivery of a Note to evidence any of its Loans, Borrower shall promptly execute and deliver to the respective Lender the requested Note in the appropriate amount or amounts to evidence such LoansNote.

Appears in 2 contracts

Sources: Credit Agreement (Eex Corp), Credit Agreement (Enserch Exploration Inc)

Notes. (a) ▇▇▇▇▇▇▇▇The Borrower’s obligation to pay the principal of, and interest on, the Loans made by each Lender shall be evidenced in the Register maintained by the Administrative Agent pursuant to Section 13.04 13.12 and shall, if requested by such ▇▇▇▇▇▇Lender, also be evidenced if requested by any applicable Lender (i) in the case of Term Loans, by a promissory note. In such event, note duly executed and delivered by the Borrower shall promptly prepare, execute and deliver to such Lender a promissory note payable to such Lender (or, if requested by such Lender, to such Lender and its registered assigns) substantially in the form of Exhibit B-1, with blanks appropriately completed in conformity herewith (each, a “Term Note” and, collectively, the “Term Notes”), (ii) in the case of Revolving Loans, by a promissory note duly executed and delivered by the Borrower substantially in the form of Exhibit B-2 or B-2, with blanks appropriately completed in conformity herewith (each, a “Revolving Note” and, collectively, the “Revolving Notes”), and (iii) in the case of Swingline Loans, by a promissory note duly executed and delivered by the Borrower substantially in the form of Exhibit B-3, as applicable with blanks appropriately completed in conformity herewith (each a the Swingline Note”). (b) Each Lender will note on its internal records the amount of each Loan made by it and each payment in respect thereof and prior to any transfer of any of its Notes will endorse on the reverse side thereof the outstanding principal amount of Loans evidenced thereby. Failure to make any such notation or any error in such notation shall not affect the Borrower’s obligations in respect of such Loans. For the avoidance of doubt, to the extent any conflict arises between the records maintained pursuant to this Section and the Register, the Register shall control. (c) Notwithstanding anything to the contrary contained above in this Section 2.05 or elsewhere in this Agreement, Notes the Borrower shall only be delivered required to deliver Notes to Lenders that at any time specifically promptly following request for the delivery of such Notes. 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 obligations of the Borrower to pay the Loans (and all related Obligations) incurred by the Borrower which would otherwise be evidenced thereby in accordance with the requirements of this Agreement, and shall not in any way affect the security or guarantees guaranties therefor provided pursuant to the various Credit Documents. Any Lender that which does not have a Note evidencing its outstanding Loans shall in no any event be required to make the notations otherwise described in the preceding clause (b). At any time when any Lender requests the delivery of a Note to evidence any of its Loans, Borrower shall promptly execute and deliver to the respective Lender the requested Note in the appropriate amount or amounts to evidence such Loans.

Appears in 2 contracts

Sources: Credit Agreement (Dynegy Inc.), Credit Agreement (Dynegy Inc.)

Notes. (a) ▇▇▇▇▇▇▇▇’s To further evidence its obligation to pay repay the principal ofSenior Loans, and with interest onaccrued thereon, the Loans made by each Lender shall be evidenced in the Register maintained by the Administrative Agent pursuant to Section 13.04 and shall, if requested by such ▇▇▇▇▇▇, also be evidenced by a promissory note. In such event, Borrower shall promptly prepare, execute issue and deliver to such Lender each Senior Lender, no later than two (2) Business Days prior to the date of each Disbursement, a non-negotiable promissory note payable (pagaré a la orden) issued by the Borrower and guaranteed (avalado) by the Sponsor and the Sponsor Guarantor in favor of the relevant Senior Lenders in a principal amount equal to the principal amount of the Disbursement requested from such Lender (or, if requested by such Senior Lender, in each case, subject to such Lender the laws of the Country and its registered assigns) substantially in the form of Exhibit B-1Schedule 12 (Form of Note) (collectively, Exhibit B-2 or Exhibit B-3, as applicable (each a the NoteNotes”). (b) Each Upon repayment in full of the principal and interest of its Senior Loan, the relevant Senior Lender will note on its internal records shall return all Notes relating to such Senior Loan to the amount of each Loan made by it and each payment in respect thereof and prior to any transfer Borrower marked “Cancelled.” (c) Neither the execution, delivery or participation of any Note, or the commencement of any judicial enforcement proceeding or exercise of any other right or remedy in connection with any Note, nor the total or partial collection of any Note shall be deemed to be a waiver of any right of any Senior Lender under, or an amendment of any term or condition of, this Agreement, the Senior Loan Agreements or any other Financing Document, including with respect to the governing law thereof. The rights and claims of any Senior Lender under the Notes shall not replace or supersede any rights and claims of such Senior Lender under this Agreement and its Notes will endorse on Senior Loan Agreement; provided that payment of any part of the reverse side thereof the outstanding principal amount of Loans evidenced thereby. Failure to make any such notation or Note and any error payment of interest thereunder in such notation shall not affect Borrower’s obligations in respect accordance with the terms of such Loans. For the avoidance of doubtthis Agreement and its Senior Loan Agreement shall, to the extent any conflict arises between that such payment would discharge the records maintained pursuant to Borrower’s obligations under this Section Agreement and its Senior Loan Agreements in respect of the Registerpayment of the principal or interest of a Senior Loan evidenced by such Note, the Register shall controldischarge such obligation pro tanto. (cd) Notwithstanding anything Upon receipt by the Borrower of a certificate of any Senior Lender as to the contrary contained above in this Section 2.05 loss, theft, destruction or elsewhere in this Agreement, Notes shall only be delivered to Lenders that at any time specifically request the delivery of such Notes. No failure mutilation of any Lender to request or obtain a Note evidencing its Loans to Note, the Borrower shall affect execute and deliver in lieu thereof a new Note on the same terms as the Note so replaced. (e) Upon receipt by the Borrower of a notice from any Senior Lender stating that a Senior Lender shall sell, transfer, assign or in otherwise dispose of its rights or obligations under this Agreement or any manner impair the obligations of Borrower to pay the Loans (and all related Obligations) incurred by Borrower which would otherwise be evidenced thereby other Financing Document in accordance with clause (b) of Section 7.07 (Successors and Assignees) and the requirements of this applicable Senior Loan Agreement, and shall not in any way affect identifying the security purchaser, assignee or guarantees therefor provided pursuant to transferee, the 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 the preceding clause (b). At any time when any Lender requests the delivery of a Note to evidence any of its Loans, Borrower shall promptly execute new Notes in favor of such purchaser, assignee or transferee satisfactory to such Senior Lender to substitute for the Notes previously delivered to such Senior Lender (the “Replaced Notes”). The Senior Lender and deliver the Borrower shall thereafter cooperate for the prompt and contemporaneous (i) delivery of the Replaced Notes to the respective Borrower for cancellation and (ii) delivery of the new Notes to the relevant Senior Lender in exchange for the requested Note in the appropriate amount or amounts to evidence such LoansReplaced Notes.

Appears in 2 contracts

Sources: Common Terms Agreement (Central Puerto S.A.), Common Terms Agreement (Central Puerto S.A.)

Notes. (a) ▇▇▇▇▇▇▇▇The Borrower’s obligation to pay the principal of, and interest on, the Loans made by each Lender shall be evidenced in the Register maintained by the Administrative Agent pursuant to Section 13.04 12.15 and shall, if requested by such ▇▇▇▇▇▇Lender, also be evidenced by a promissory note. In such event, note duly executed and delivered by the Borrower shall promptly prepare, execute and deliver to such Lender a promissory note payable to such Lender (or, if requested by such Lender, to such Lender and its registered assigns) substantially in the form of Exhibit B-1B, Exhibit B-2 or Exhibit B-3with blanks appropriately completed in conformity herewith (each, as applicable (each a “Term Note” and, collectively, the “Term Notes”). (b) Each Lender will note on its internal records the amount of each Loan made by it and each payment in respect thereof and prior to any transfer of any of its Notes will endorse on the reverse side thereof the outstanding principal amount of Loans evidenced thereby. Failure to make any such notation or any error in such notation shall not affect the Borrower’s obligations in respect of such Loans. For the avoidance of doubt, to the extent any conflict arises between the records maintained pursuant to this Section and the Register, the Register shall control. (c) Notwithstanding anything to the contrary contained above in this Section 2.05 or elsewhere in this Agreement, Notes shall only be delivered to Lenders that which at any time specifically request the delivery of such Notes. 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 obligations of the Borrower to pay the Loans (and all related Obligations) incurred by the Borrower which would otherwise be evidenced thereby in accordance with the requirements of this Agreement, and shall not in any way affect the security or guarantees guaranties therefor provided pursuant to the various Credit Documents. Any Lender that which does not have a Note evidencing its outstanding Loans shall in no event be required to make the notations otherwise described in the preceding clause (b). At any time when any Lender requests the delivery of a Note to evidence any of its Loans, the Borrower shall promptly execute and deliver to the respective Lender the requested Note in the appropriate amount or amounts to evidence such Loans.

Appears in 2 contracts

Sources: Credit Agreement (Radio One, Inc.), Credit Agreement (Radio One, Inc.)

Notes. (a) ▇▇▇▇▇▇▇▇The Borrower’s obligation to pay the principal of, and interest on, the Term Loans made by each Lender shall be evidenced in the Register maintained by the Administrative Agent pursuant to Section 13.04 12.15 and shall, if requested by such ▇▇▇▇▇▇Lender, also be evidenced by a promissory note. In such event, note duly executed and delivered by the Borrower shall promptly prepare, execute and deliver to such Lender a promissory note payable to such Lender (or, if requested by such Lender, to such Lender and its registered assigns) substantially in the form of Exhibit B-1B, Exhibit B-2 or Exhibit B-3with blanks appropriately completed in conformity herewith (each, as applicable (each a “Note” and, collectively, the “Notes”). (b) Each Lender will note on its internal records the amount of each Term Loan made by it and each payment in respect thereof and prior to any transfer of any of its Notes will endorse on the reverse side thereof the outstanding principal amount of Term Loans evidenced thereby. Failure to make any such notation or any error in such notation shall not affect the Borrower’s obligations in respect of such Term Loans. For the avoidance of doubt, to the extent The entries made in its internal records and any conflict arises between the records maintained notes by a Lender pursuant to this Section paragraph (b) and by the RegisterAdministrative Agent in the Register shall be prima facie evidence of the existence and amounts of the obligations recorded therein; provided, that the failure of any Lender to maintain such records or any error in such records by a Lender or by the Administrative Agent in the Register shall not in any manner affect the obligation of the Borrower to repay the Term Loans and pay interest thereon in accordance with the terms of this Agreement; provided, further, that in the event of any inconsistency between the Register maintained by the Administrative Agent and any Lender’s records, the Register of the Administrative Agent shall control.govern (c) Notwithstanding anything to the contrary contained above in this Section 2.05 or elsewhere in this Agreement, Notes shall only be delivered to Lenders that which at any time specifically request the delivery of such Notes. No failure of any Lender to request request, obtain, maintain or obtain produce a Note evidencing its Term Loans to the Borrower shall affect affect, or in any manner impair impair, the obligations of the Borrower to pay repay the Term Loans (and all related Obligations) incurred by the Borrower which would otherwise be evidenced thereby in accordance with the requirements of this Agreement, and shall not in any way affect the security or guarantees guaranties therefor provided pursuant to the various any Credit DocumentsDocument. Any Lender that which does not have a Note evidencing its outstanding Term Loans shall in no event be required to make the notations otherwise described in the preceding clause (b). At any time when any Lender requests the delivery of a Note to evidence any of its Term Loans, the Borrower shall reasonably promptly execute and deliver to the respective Lender the requested Note in the appropriate amount or amounts to evidence such Term Loans.

Appears in 2 contracts

Sources: Term Loan Credit Agreement (J.Jill, Inc.), Subordinated Term Loan Credit Agreement (J.Jill, Inc.)

Notes. (a) ▇▇▇▇▇▇▇▇The Borrower’s obligation to pay the principal of, and interest on, the Term Loans made by each Lender shall be evidenced in the Register maintained by the Administrative Agent pursuant to Section 13.04 12.15 and shall, if requested by such ▇▇▇▇▇▇, also be evidenced by a promissory note. In such event, note duly executed and delivered by the Borrower shall promptly prepare, execute and deliver to such Lender a promissory note payable to such Lender (or, if requested by such Lender, to such Lender and its registered assigns) substantially in the form of Exhibit B-1B, Exhibit B-2 or Exhibit B-3with blanks appropriately completed in conformity herewith (each, as applicable (each a “Note” and, collectively, the “Notes”). (b) Each Lender will note on its internal records the amount of each Term Loan made by it and each payment in respect thereof and prior to any transfer of any of its Notes will endorse on the reverse side thereof the outstanding principal amount of Term Loans evidenced thereby. Failure to make any such notation or any error in such notation shall not affect the Borrower’s obligations in respect of such Term Loans. For the avoidance of doubt, to the extent The entries made in its internal records and any conflict arises between the records maintained notes by a Lender pursuant to this Section paragraph (b) and by the RegisterAdministrative Agent in the Register shall be prima facie evidence of the existence and amounts of the obligations recorded therein; provided, that the failure of any Lender to maintain such records or any error in such records by a Lender or by the Administrative Agent in the Register shall not in any manner affect the obligation of the Borrower to repay the Term Loans and pay interest thereon in accordance with the terms of this Agreement; provided, further, that in the event of any inconsistency between the Register maintained by the Administrative Agent and any ▇▇▇▇▇▇’s records, the Register of the Administrative Agent shall controlgovern. (c) Notwithstanding anything to the contrary contained above in this Section 2.05 or elsewhere in this Agreement, Notes shall only be delivered to Lenders that which at any time specifically request the delivery of such Notes. No failure of any Lender to request request, obtain, maintain or obtain produce a Note evidencing its Term Loans to the Borrower shall affect affect, or in any manner impair impair, the obligations of the Borrower to pay repay the Term Loans (and all related Obligations) incurred by the Borrower which would otherwise be evidenced thereby in accordance with the requirements of this Agreement, and shall not in any way affect the security or guarantees guaranties therefor provided pursuant to the various any Credit DocumentsDocument. Any Lender that which does not have a Note evidencing its outstanding Term Loans shall in no event be required to make the notations otherwise described in the preceding clause (b). At any time when any Lender requests the delivery of a Note to evidence any of its Term Loans, the Borrower shall reasonably promptly execute and deliver to the respective Lender the requested Note in the appropriate amount or amounts to evidence such Term Loans.

Appears in 2 contracts

Sources: Term Loan Credit Agreement (J.Jill, Inc.), Term Loan Credit Agreement (J.Jill, Inc.)

Notes. (a) ▇▇▇▇▇▇▇▇’s obligation to pay the principal of, and interest on, the The Loans made by of each Lender Bank shall be evidenced in the Register maintained by the Administrative Agent pursuant to Section 13.04 and shall, if requested by such ▇▇▇▇▇▇, also be evidenced by a promissory note. In such event, Borrower shall promptly prepare, execute and deliver to such Lender a promissory note single Note payable to the order of such Lender (or, if requested by such Lender, to such Lender and Bank for the account of its registered assigns) substantially in the form of Exhibit B-1, Exhibit B-2 or Exhibit B-3, as applicable (each a “Note”)Applicable Lending Office. (b) Each Lender will note on Bank may, by notice to the Borrower and the Administrative Agent, request that its internal records Loans of a particular type (including Swingline Loans and Money Market Loans) be evidenced by a separate Note in an amount equal to the aggregate unpaid principal amount of such Loans. Any additional costs incurred by the Administrative Agent, the Borrower or the Banks in connection with preparing such a Note shall be at the sole cost and expense of the Bank requesting such Note. In the event any Loans evidenced by such a Note are paid in full prior to the Maturity Date, any such Bank shall return such Note to Borrower. Each such Note shall be in substantially the form of EXHIBIT A hereto with appropriate modifications to reflect the fact that it evidences solely Loans of the relevant type. Upon the execution and delivery of any such Note, any existing Note payable to such Bank shall be replaced or modified accordingly. Each reference in this Agreement to the "NOTE" of such Bank shall be deemed to refer to and include any or all of such Notes, as the context may require. (c) Upon receipt of each Bank's Note pursuant to Section 3.1(a), the Administrative Agent shall forward such Note to such Bank. Each Bank shall record the date, amount, type and maturity of each Loan made by it and the date and amount of each payment of principal made by the Borrower with respect thereto, and may, if such Bank so elects in respect thereof and prior to connection with any transfer of any or enforcement of its Notes will Note, endorse on the reverse side thereof appropriate schedule appropriate notations to evidence the outstanding principal amount foregoing information with respect to each such Loan then outstanding; PROVIDED that the failure of Loans evidenced thereby. Failure any Bank to make any such notation recordation or any error in such notation endorsement shall not affect Borrower’s the obligations in respect of the Borrower hereunder or under the Notes. Each Bank is hereby irrevocably authorized by the Borrower so to endorse its Note and to attach to and make a part of its Note a continuation of any such Loans. For the avoidance of doubt, to the extent any conflict arises between the records maintained pursuant to this Section schedule as and the Register, the Register shall controlwhen required. (cd) Notwithstanding anything to The Committed Loans shall mature, and the contrary contained above in this Section 2.05 or elsewhere in this Agreementprincipal amount thereof shall be due and payable, Notes on the Maturity Date. The Swingline Loans shall only mature, and the principal amount thereof shall be delivered to Lenders that at any time specifically request the delivery of such Notes. No failure of any Lender to request or obtain a Note evidencing its Loans to Borrower shall affect or in any manner impair the obligations of Borrower to pay the Loans (due and all related Obligations) incurred by Borrower which would otherwise be evidenced thereby payable, in accordance with the requirements of this AgreementSection 2.18(b)(iii). (e) Each Money Market Loan included in any Money Market Borrowing shall mature, and the principal amount thereof shall not in be due and payable, together with accrued interest thereon, on the earlier to occur of (i) last day of the Interest Period applicable to such Borrowing or (ii) the Maturity Date. (f) There shall be no more than ten (10) Euro-Dollar Groups of Loans outstanding at any way affect the security or guarantees therefor provided pursuant to the 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 the preceding clause (b). At any time when any Lender requests the delivery of a Note to evidence any of its Loans, Borrower shall promptly execute and deliver to the respective Lender the requested Note in the appropriate amount or amounts to evidence such Loansone time.

Appears in 2 contracts

Sources: Revolving Credit Agreement (Equity Residential Properties Trust), Revolving Credit Agreement (Equity Residential Properties Trust)

Notes. (a) ▇▇▇▇▇▇▇▇’s The Borrowers, joint and several, obligation to pay the principal of, and interest on, the Loans made by each Lender shall be evidenced in the Register maintained by the Administrative Agent pursuant to Section 13.04 13.15 and shall, if requested by such ▇▇▇▇▇▇, also be evidenced in the case of Revolving Loans, by a promissory note. In such event, Borrower shall promptly prepare, execute note duly executed and deliver to such Lender a promissory note payable to such Lender (or, if requested delivered by such Lender, to such Lender and its registered assigns) the Borrowers substantially in the form of Exhibit B-1K, Exhibit B-2 or Exhibit B-3with blanks appropriately completed in conformity herewith (each, as applicable (each a “Revolving Note” and, collectively, the “Revolving Notes”). Any Revolving Notes or other evidence of indebtedness issued under the Loan Documents need not be presented or surrendered for any payment made by any Agent, and the Agents shall not have any duty or responsibility with respect thereto. (b) Each Lender will note on its internal records the amount of each Loan made by it and each payment in respect thereof and prior to any transfer of any of its Notes will endorse on the reverse side thereof the outstanding principal amount of Loans evidenced thereby. Failure to make any such notation or any error in such notation shall not affect Borrowerthe Borrower Agent’s obligations in respect of such Loans. For the avoidance of doubt, to the extent any conflict arises between the records maintained pursuant to this Section and the Register, the Register shall control. (c) Notwithstanding anything to the contrary contained above in this Section 2.05 or elsewhere in this Agreement, Notes shall only be delivered to Lenders that which at any time specifically request the delivery of such Notes. No failure of any Lender to request request, obtain, maintain or obtain produce a Note evidencing its Loans to the Borrower Agent shall affect affect, or in any manner impair impair, the obligations of the Borrower Agent to pay the Loans (and all related Obligations) incurred by the Borrower Agent which would otherwise be evidenced thereby in accordance with the requirements of this Agreement, and shall not in any way affect the security or guarantees guaranties therefor provided pursuant to the various Credit Documentsany Loan Document. Any Lender that which does not have a Note evidencing its outstanding Loans shall in no event be required to make the notations otherwise described in the preceding clause (b). At any time when any Lender requests the delivery of a Note to evidence any of its Loans, the Borrower Agent shall promptly execute and deliver to the respective Lender the requested Note in the appropriate amount or amounts to evidence such Loans.

Appears in 2 contracts

Sources: Abl Credit Agreement (Pyxus International, Inc.), Abl Credit Agreement (Pyxus International, Inc.)

Notes. (a) ▇▇▇▇▇▇▇▇Each Borrower’s obligation to pay the principal of, and interest on, the Loans made by each Lender shall be evidenced in the Register maintained by the Administrative Agent pursuant to Section 13.04 14.15 and shall, if requested by such ▇▇▇▇▇▇Lender, also be evidenced (i) in the case of Term Loans, by a promissory note. In such event, note duly executed and delivered by the Term Borrower shall promptly prepare, execute and deliver to such Lender a promissory note payable to such Lender (or, if requested by such Lender, to such Lender and its registered assigns) substantially in the form of Exhibit B-1, Exhibit B-2 or Exhibit B-3with blanks appropriately completed in conformity herewith (each, as applicable (each a “Term Note” and, collectively, the “Term Notes”), and (ii) in the case of Revolving Loans, by a promissory note duly executed and delivered by the Revolving Borrower substantially in the form of Exhibit B-2, with blanks appropriately completed in conformity herewith (each, a “Revolving Note” and, collectively, the “Revolving Notes”). (b) Each Lender will note on its internal records the amount of each Loan made by it and each payment in respect thereof and prior to any transfer of any of its Notes will endorse on the reverse side thereof the outstanding principal amount of Loans evidenced thereby. Failure to make any such notation or any error in such notation shall not affect the applicable Borrower’s obligations in respect of such Loans. For the avoidance of doubt, to the extent any conflict arises between the records maintained pursuant to this Section and the Register, the Register shall control. (c) Notwithstanding anything to the contrary contained above in this Section 2.05 or elsewhere in this Agreement, Notes shall only be delivered to Lenders that which at any time specifically request the delivery of such Notes. No failure of any Lender to request or obtain a Note evidencing its Loans to a Borrower shall affect or in any manner impair the obligations of the applicable Borrower to pay the Loans (and all related Obligations) incurred by the applicable Borrower which would otherwise be evidenced thereby in accordance with the requirements of this Agreement, and shall not in any way affect the security or guarantees guaranties therefor provided pursuant to the various Credit Documents. Any Lender that which does not have a Note evidencing its outstanding Loans shall in no event be required to make the notations otherwise described in the preceding clause (b). At any time when any Lender requests the delivery of a Note to evidence any of its Loans, the applicable Borrower shall promptly execute and deliver to the respective Lender the requested Note in the appropriate amount or amounts to evidence such Loans.

Appears in 2 contracts

Sources: Credit Agreement (International Money Express, Inc.), Credit Agreement (Fintech Acquisition Corp. II)

Notes. (a) ▇▇▇▇▇▇▇▇The Borrower’s obligation to pay the principal of, and interest on, the Loans made by each Lender shall be evidenced stated in the Register maintained by the Administrative Agent pursuant to Section 13.04 11.15 and shall, if requested by such ▇▇▇▇▇▇, shall also be evidenced by a promissory note. In such event, Borrower shall promptly prepare, execute and deliver to such Lender stated in a promissory note payable to such Lender (or, if requested duly executed and delivered by such Lender, to such Lender and its registered assigns) the Borrower substantially in the form of Exhibit B-1B, Exhibit B-2 or Exhibit B-3with blanks appropriately completed in conformity herewith (each, as applicable (each a “Note” and, collectively, the “Notes”). (b) Each Lender will note on its internal records the amount of each Loan Loans made by it (as well as any increase thereto as a result of the payment of PIK Interest) and each payment in respect thereof and prior to any transfer of any of its Notes will endorse on the reverse side thereof the outstanding principal amount of Loans evidenced thereby. Failure to make any such notation or any error in such notation shall not affect the Borrower’s obligations in respect of such Loans. For the avoidance of doubt, to the extent any conflict arises between the records maintained pursuant to this Section and the Register, the Register shall control. (c) Notwithstanding anything to the contrary contained above in this Section 2.05 or elsewhere in this Agreement2.05, Notes shall only be delivered to Lenders that at any time specifically request the delivery of such Notes. No no failure of any Lender to request obtain, maintain or obtain produce a Note evidencing its Loans to Borrower shall affect affect, or in any manner impair impair, the obligations of the Borrower to pay the Loans (and all related Obligations) incurred by the Borrower which would otherwise be evidenced thereby stated therein in accordance with the requirements of this Agreement, and shall not in any way affect the security or guarantees guaranties therefor provided pursuant to the various any Credit DocumentsDocument. Any Lender that which does not have a Note evidencing its outstanding Loans shall in no event be required to make the notations otherwise described in the preceding clause (b). At any time when any Lender requests becomes a party to this Agreement, the delivery of a Note to evidence any of its Loans, Borrower shall promptly execute and deliver to the respective Lender the requested a Note in an amount equal to the appropriate aggregate principal amount of the Loans made or amounts to evidence held by such LoansLender.

Appears in 2 contracts

Sources: Credit Agreement (Endeavour International Corp), Credit Agreement (Endeavour International Corp)

Notes. (a) ▇▇▇▇▇▇▇▇The Borrower’s obligation to pay the principal of, and interest on, the Loans each Loan made by each any Lender shall be evidenced in the Register maintained by the Administrative Agent pursuant to Section 13.04 and shall, if requested by such ▇▇▇▇▇▇, also be evidenced by a promissory note. In such event, Borrower shall promptly prepare, execute and deliver to such Lender a corresponding promissory note payable duly executed and delivered on the Funding Date by the Borrower to such Lender (or, if requested by such each Lender, to such Lender and its registered assigns) substantially in the form of Exhibit B-1B (each, Exhibit B-2 or Exhibit B-3, as applicable (each a “Note”). If any Note is lost, stolen, or destroyed, the Borrower shall issue a replacement Note or Notes immediately upon request of the relevant Lender. The execution and delivery by the Borrower of the Notes shall not limit, reduce or otherwise affect the Obligations of the Borrower, and the rights and claims of the Lenders under any Note shall not replace or supersede the rights and claims of any Lender under this Agreement. In the event of a conflict between the terms of this Agreement and any Note, the terms of this Agreement shall prevail. (b) Each Lender will note on its internal records After the amount effectiveness of each Loan an assignment made by it and each payment in respect thereof and prior to any transfer of any of its Notes will endorse on the reverse side thereof the outstanding principal amount of Loans evidenced thereby. Failure to make any such notation or any error in such notation shall not affect Borrower’s obligations in respect of such Loans. For the avoidance of doubt, to the extent any conflict arises between the records maintained pursuant to this Section and 12.3, promptly after receipt of a request by the Registerapplicable assignee, the Register shall control. (c) Notwithstanding anything to the contrary contained above in this Section 2.05 or elsewhere in this Agreement, Notes shall only be delivered to Lenders that at any time specifically request the delivery of such Notes. No failure of any Lender to request or obtain a Note evidencing its Loans to Borrower shall affect or in any manner impair the obligations of Borrower to pay the Loans (and all related Obligations) incurred by Borrower which would otherwise be evidenced thereby in accordance with the requirements of this Agreement, and shall not in any way affect the security or guarantees therefor provided pursuant to the 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 the preceding clause (b). At any time when any Lender requests the delivery of a Note to evidence any of its Loans, Borrower shall promptly execute and deliver to the respective applicable assignee, in exchange for the existing Note evidencing the Loans so assigned theretofore delivered to the assigning Lender the requested pursuant to this Section 2.4, a new Note in substantially the appropriate amount form of Exhibit B payable to such assignee, dated as of the date of the applicable Borrowing and otherwise duly completed. In the case of an assignment whereby the assigning Lender retains a portion of its Loans, the Borrower shall also execute and deliver to such assigning Lender, in exchange for the existing Note evidencing the Loans so assigned theretofore delivered to the assigning Lender pursuant to this Section 2.4, a new Note in substantially the form of Exhibit B payable to such assigning Lender, dated as of the date of the applicable Borrowing and otherwise duly completed. Any and all costs and expenses that arise from this exchange of Notes shall be borne by the Assignee or amounts to evidence such Loansthe assigning Lender.

Appears in 2 contracts

Sources: Loan Agreement, Senior Secured Loan Agreement (PCT LLC)

Notes. (a) ▇▇▇▇▇▇▇▇The Borrower’s obligation to pay the principal of, and interest on, the Loans made by each Lender shall be evidenced in the Register maintained by the Administrative Agent pursuant to Section 13.04 13.15 and shall, if requested by such ▇▇▇▇▇▇Lender, also be evidenced by a promissory note. In such eventnote duly executed and delivered by the Borrower substantially in the form of Exhibit B-1 or Exhibit B-2, Borrower shall promptly preparewith blanks appropriately completed in conformity herewith, execute and deliver to such Lender (i) in the case of Revolving Loans, by a promissory note payable to such Lender (or, if requested duly executed and delivered by such Lender, to such Lender and its registered assigns) the Borrower substantially in the form of Exhibit B-1, Exhibit B-2 or Exhibit B-3with blanks appropriately completed in conformity herewith (each, as applicable (each a “Revolving Note” and, collectively, the “Revolving Notes”), and (ii) in the case of Swingline Loans, by a promissory note duly executed and delivered by the Borrower substantially in the form of Exhibit B-2, with blanks appropriately completed in conformity herewith (the “Swingline Note”). (b) Each Lender will shall note on its internal records the amount of each the Loan made by it and each payment in respect thereof thereof, and prior to any transfer of any of its Notes will endorse on the reverse side thereof the outstanding principal amount of Loans evidenced thereby. Failure to make any such notation or any error in such notation shall not affect the Borrower’s obligations in respect of such Loans. For the avoidance of doubt, to the extent Loans or any conflict arises between the records maintained pursuant to this Section and the Register, the Register shall controlrelated Obligations. (c) Notwithstanding anything to the contrary contained above in this Section 2.05 2.04 or elsewhere in this Agreement, Notes shall only be delivered to Lenders that which at any time specifically request the delivery of such Notes. 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 obligations of the Borrower to pay the Loans Loan (and all related Obligations) incurred by the Borrower which would otherwise be evidenced thereby in accordance with the requirements of this Agreement, and shall not in any way affect the security or guarantees guaranties therefor provided pursuant to the various Credit Documents. Any Lender that which does not have a Note evidencing its outstanding Loans shall in no event be required to make the notations otherwise described in the preceding clause (b). At any time when any Lender requests the delivery of a Note to evidence any of its Loans, the Borrower shall promptly execute and deliver to the respective Lender the requested Note in the appropriate amount or amounts to evidence such Loans.

Appears in 2 contracts

Sources: Credit Agreement (Shuffle Master Inc), Credit Agreement (Shuffle Master Inc)

Notes. (a) ▇▇▇▇▇▇▇▇’s obligation to pay the principal of, and interest on, the The Loans made by of each Lender Borrower shall be evidenced in the Register maintained by the Administrative Agent pursuant to Section 13.04 and shall, if requested by such ▇▇▇▇▇▇, also be evidenced by a promissory note. In such event, single Note made by the applicable Borrower shall promptly prepare, execute and deliver to such Lender a promissory note payable to such Lender (orAdministrative Agent, if requested by such Lender, to such Lender and its registered assigns) substantially in on behalf of the form Lenders for the account of Exhibit B-1, Exhibit B-2 or Exhibit B-3, as applicable (each a “Note”)their respective Lending Offices. (b) Notwithstanding Section 2.4(a) above, each Lender may, by notice to any Borrower and Administrative Agent, request that its Loans to any Borrower be evidenced by a separate Note payable to such Lender for the account of its Lending Office, in which event the Note made by such Borrower pursuant to Section 2.4(a) above shall not include or evidence the Loans made by such Lender to such Borrower. Each such Note shall be modified to reflect the fact that it evidences solely Loans made by the applicable Lender. Any additional costs incurred by Administrative Agent, such Borrower or the Lenders in connection with preparing such a Note shall be at the sole cost and expense of the Lender requesting such Note. In the event any Loans evidenced by such a Note are paid in full prior to the Maturity Date, any such Lender shall return such Note to the applicable Borrower. (c) Upon receipt of the Note issued pursuant to Section 3.1(a), Administrative Agent shall forward a copy of such Note to each Lender. Administrative Agent shall record on such Note or in its records the date, amount, type and maturity of each Loan made by each Lender and the date and amount of each payment of principal made by the applicable Borrower with respect thereto, and may, if Administrative Agent so elects in connection with any transfer or enforcement of such Note, endorse on the appropriate schedule appropriate notations to evidence the foregoing information with respect to each such Loan then outstanding; provided that the failure of Administrative Agent to make any such recordation or endorsement shall not affect the obligations of any Borrower hereunder or under any Notes. The Borrower hereby irrevocably authorizes Administrative Agent so to endorse such Note and to attach to and make a part of such Note a continuation of any such schedule as and when required. (d) Upon receipt of any Lender’s Note pursuant to Section 2.4(b) above, Administrative Agent shall forward such Note to such Lender. Each Lender will note on its internal records shall record the amount date, amount, type and maturity of each Loan made by it and the date and amount of each payment of principal made by the applicable Borrower with respect thereto, and may, if such Lender so elects in respect thereof and prior to connection with any transfer of any or enforcement of its Notes will Note, endorse on the reverse side thereof appropriate schedule appropriate notations to evidence the outstanding principal amount of Loans evidenced thereby. Failure foregoing information with respect to make any each such notation or any error in such notation shall not affect Borrower’s obligations in respect of such Loans. For Loan then outstanding; provided that the avoidance of doubt, to the extent any conflict arises between the records maintained pursuant to this Section and the Register, the Register shall control. (c) Notwithstanding anything to the contrary contained above in this Section 2.05 or elsewhere in this Agreement, Notes shall only be delivered to Lenders that at any time specifically request the delivery of such Notes. No failure of any Lender to request make any such recordation or obtain a Note evidencing its Loans to Borrower endorsement shall not affect or in any manner impair the obligations of any Borrower hereunder or under the Note. Each Lender is hereby irrevocably authorized by each Borrower so to pay the endorse its Note and to attach to and make a part of its Note a continuation of any such schedule as and when required. (e) The Committed Loans (and all related Obligations) incurred by Borrower which would otherwise be evidenced thereby in accordance with the requirements of this Agreementshall mature, and the principal amount thereof shall not in any way affect be due and payable, on the security or guarantees therefor provided pursuant to the 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 the preceding clause (b). At any time when any Lender requests the delivery of a Note to evidence any of its Loans, Borrower shall promptly execute and deliver to the respective Lender the requested Note in the appropriate amount or amounts to evidence such LoansMaturity Date.

Appears in 2 contracts

Sources: Revolving Credit Agreement (Prologis, L.P.), Revolving Credit Agreement (Prologis, L.P.)

Notes. (a) ▇▇▇▇▇▇▇▇Each Borrower’s obligation to pay the principal of, and interest on, the Loans made by each Lender shall be evidenced in the Register maintained by the Administrative Agent pursuant to Section 13.04 and shall, if requested by such ▇▇▇▇▇▇, also be evidenced by a promissory note. In such event, Borrower shall promptly prepare, execute and deliver to such Lender a promissory note payable to such Lender (or, if requested by such Lender, to such Lender be evidenced by a promissory note duly executed and its registered assigns) delivered by Borrower substantially in a form reasonably acceptable to the form of Exhibit B-1Administrative Agent, Exhibit B-2 or Exhibit B-3, as applicable with blanks appropriately completed in conformity herewith (each a “Note” and, collectively, the “Notes”). (b) Each Note shall (i) be executed by Borrower, (ii) be payable to the order of such Lender that has requested a Note and be dated the Closing Date, (iii) be in a stated principal amount equal to the Lender’s pro rata share of the Loans and be payable in the principal amount of the Loans evidenced thereby, (iv) mature on the Maturity Date, (v) bear interest as provided in Section 1.07 in respect of the Loans evidenced thereby, (vi) be subject to voluntary prepayment and mandatory repayment as provided in Sections 4.01 and 4.02 and (vii) be entitled to the benefits of this Agreement and the other Credit Documents. (c) Each Lender will note on its internal records the amount of each Loan made by it and each payment in respect thereof and will, prior to any transfer of any of its Notes will Notes, endorse on the reverse side thereof the outstanding principal amount of Loans evidenced thereby. Failure to make any such notation or any error in any such notation or endorsement shall not affect Borrower’s obligations in respect of such Loans. For the avoidance of doubt, to the extent any conflict arises between the records maintained pursuant to this Section and the Register, the Register shall control. (cd) Notwithstanding anything to the contrary contained above in this Section 2.05 1.05 or elsewhere in this Agreement, Notes shall only be delivered only to Lenders that at any time specifically request the delivery of such Notes. No failure of any Lender to request or obtain a Note evidencing its Loans to Borrower shall affect or in any manner impair the obligations of Borrower to pay the Loans (and all related Obligations) incurred by Borrower which that would otherwise be evidenced thereby in accordance with the requirements of this Agreement, and shall not in any way affect the security or guarantees guaranties therefor provided pursuant to the 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 the preceding clause (bd). At any time (including, without limitation, to replace any Note that has been destroyed or lost) when any Lender requests the delivery of a Note to evidence any of its Loans, Borrower shall promptly execute and deliver to the respective such Lender the requested Note in the appropriate amount or amounts to evidence such LoansLoans provided that, in the case of a substitute or replacement Note, Borrower shall have received from such requesting Lender (i) an affidavit of loss or destruction and (ii) a customary lost/destroyed Note indemnity, in each case in form and substance reasonably acceptable to Borrower and such requesting Lender, and duly executed by such requesting Lender.

Appears in 2 contracts

Sources: Credit Agreement (Oaktree Capital Management Lp), Credit Agreement (General Maritime Corp / MI)

Notes. (a) ▇▇▇▇▇▇▇▇’s obligation to pay the principal of, and interest on, the Any Lender may request that Loans made by each Lender shall be evidenced in the Register maintained by the Administrative Agent pursuant to Section 13.04 and shall, if requested by such ▇▇▇▇▇▇, also it be evidenced by a single promissory note. In such event, the Borrower shall promptly prepare, execute and deliver to such Lender a promissory note payable to such Lender (or, if requested by such Lender, to such Lender and its registered assigns) in substantially in the form of Exhibit B-1A, Exhibit B-2 or Exhibit B-3dated, in the case of (i) any Lender party hereto as of the date of this Agreement, as applicable of the date of this Agreement and (each ii) any Lender that becomes a “Note”party hereto pursuant to an Assignment and Assumption, as of the effective date of the Assignment and Assumption, payable to such Lender in a principal amount equal to its Maximum Credit Amount as in effect on such date, and otherwise duly completed. If any Lender’s Maximum Credit Amount is decreased for any reason (whether pursuant to Section 2.06, Section 12.04(b) or otherwise). (b) Each , the Borrower shall upon request deliver or cause to be delivered on the effective date of such decrease, a new Note payable to any Lender will note on who requested a Note hereunder in a principal amount equal to its internal records Maximum Credit Amount after giving effect to such decrease, and otherwise duly completed, and such Lender agrees to promptly thereafter return the amount previously issued Note held by such Lender marked canceled or otherwise similarly defaced. The date, amount, Type, interest rate and, if applicable, Interest Period of each Loan made by it each Lender that receives a Note, and each payment in respect thereof and all payments made on account of the principal thereof, shall be recorded by such Lender on its books for its Note, and, prior to any transfer of transfer, may be endorsed by such Lender on a schedule attached to such Note or any of its Notes will endorse continuation thereof or on the reverse side thereof the outstanding principal amount of Loans evidenced therebyany separate record maintained by such Lender. Failure to make any such notation or any error in such notation to attach a schedule shall not affect any Lender’s or the Borrower’s rights or obligations in respect of such Loans. For Loans or affect the avoidance of doubt, to the extent any conflict arises between the records maintained pursuant to this Section and the Register, the Register shall control. (c) Notwithstanding anything to the contrary contained above in this Section 2.05 or elsewhere in this Agreement, Notes shall only be delivered to Lenders that at any time specifically request the delivery validity of such Notes. No failure of transfer by any Lender to request or obtain a Note evidencing its Loans to Borrower shall affect or in any manner impair the obligations of Borrower to pay the Loans (and all related Obligations) incurred by Borrower which would otherwise be evidenced thereby in accordance with the requirements of this Agreement, and shall not in any way affect the security or guarantees therefor provided pursuant to the 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 the preceding clause (b). At any time when any Lender requests the delivery of a Note to evidence any of its Loans, Borrower shall promptly execute and deliver to the respective Lender the requested Note in the appropriate amount or amounts to evidence such LoansNote.

Appears in 2 contracts

Sources: Credit Agreement (Resolute Energy Corp), Credit Agreement (Resolute Energy Corp)

Notes. (a) ▇▇▇▇▇▇▇▇’s obligation Each Bank may, by notice to pay the principal of, Borrower and interest on, the Loans made by each Lender shall be evidenced in the Register maintained by the Administrative Agent pursuant to Section 13.04 and shallAgent, if requested by such ▇▇▇▇▇▇, also request that each of its Loans be evidenced by a promissory noteNote in an amount equal to the aggregate unpaid principal amount of such Loans. Any additional costs incurred by the Administrative Agent, the Borrower or the Banks in connection with preparing such a Note shall be at the sole cost and expense of the Bank requesting such Note. In such event, Borrower shall promptly prepare, execute and deliver to such Lender a promissory note payable to such Lender (or, if requested the event any Loans evidenced by such Lendera Note are paid in full prior to the applicable Maturity Date, any such Bank shall return such Note to the Borrower. Each such Lender and its registered assigns) Note shall be in substantially in the form of Exhibit B-1D hereto. Upon the execution and delivery of any such Note, Exhibit B-2 any existing Note payable to such Bank shall be returned to the Borrower and replaced or Exhibit B-3modified accordingly. Each reference in this Agreement to the “Note” of such Bank shall be deemed to refer to and include any or all of such Notes, as applicable (each a “Note”)the context may require. (b) Each Lender will note on its internal records Upon receipt of any Bank’s Note pursuant to Section 3.1(a), the amount Administrative Agent shall forward such Note to such Bank. Such Bank shall record the date, amount, currency, type and maturity of each Loan made by it and the date and amount of each payment of principal made by the Borrower, with respect thereto, and may, if such Bank so elects in respect thereof and prior to connection with any transfer of any or enforcement of its Notes will Note, endorse on the reverse side thereof appropriate schedule appropriate notations to evidence the outstanding principal amount foregoing information with respect to each such Loan then outstanding; provided that the failure of Loans evidenced thereby. Failure such Bank to make any such notation recordation or any error in such notation endorsement shall not affect Borrower’s the obligations in respect of the Borrower hereunder or under the Notes. Each Bank is hereby irrevocably authorized by the Borrower so to endorse its Note and to attach to and make a part of its Note a continuation of any such Loans. For the avoidance of doubt, to the extent any conflict arises between the records maintained pursuant to this Section schedule as and the Register, the Register shall controlwhen required. (c) Notwithstanding anything to the contrary contained above in this Section 2.05 or elsewhere in this Agreement, Notes The Tranche A-1 Loans shall only be delivered to Lenders that at any time specifically request the delivery of such Notes. No failure of any Lender to request or obtain a Note evidencing its Loans to Borrower shall affect or in any manner impair the obligations of Borrower to pay the Loans (and all related Obligations) incurred by Borrower which would otherwise be evidenced thereby in accordance with the requirements of this Agreementmature, and the principal amount thereof shall not in any way affect be due and payable, on the security or guarantees therefor provided pursuant to the 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 the preceding clause (b). At any time when any Lender requests the delivery of a Note to evidence any of its Loans, Borrower shall promptly execute and deliver to the respective Lender the requested Note in the appropriate amount or amounts to evidence such Loans.Tranche A-1

Appears in 2 contracts

Sources: Credit Agreement (Istar Financial Inc), Credit Agreement (Istar Financial Inc)

Notes. (a) ▇▇▇▇▇▇▇▇The Borrower’s obligation to pay the principal of, and interest on, the Loans made by each Lender shall be evidenced in the Register maintained by the Administrative Agent pursuant to Section 13.04 14.15 and shall, if requested by such ▇▇▇▇▇▇Lender, also be evidenced by a promissory notenote duly executed and delivered by the Borrower. In such eventTo the extent requested by any Lender, the Borrower shall promptly prepare, execute and deliver to such Lender a promissory note payable to such Lender (oran Initial Note dated the Initial Borrowing Date, if requested by such Lender, to such Lender and its registered assigns) substantially in the form of Exhibit B-1B-1 hereto to evidence the Initial Loans made by such Lender to Borrower and with appropriate insertions (the “Initial Notes”). Unless converted to an Exchange Note or if the conditions to extension specified in Section 2.01(b) were not satisfied on the Initial Maturity Date (in which case the Initial Notes shall mature and be payable in cash on such date) and to the extent requested by any Lender, the Borrower shall execute and deliver to such Lender an Extended Note dated the Initial Maturity Date substantially in the form of Exhibit B-2 or Exhibit B-3hereto to evidence the Extended Loan made on such date, as applicable in the principal amount of the Initial Notes of Borrower held by such Lender on such date and with other appropriate insertions (each a collectively, the NoteExtended Notes” and, together with the Initial Notes, the “Notes”). (b) Each Lender will note on its internal records the amount of each Loan made by it and each payment in respect thereof and prior to any transfer of any of its Notes will endorse on the reverse side thereof the outstanding principal amount of Loans evidenced thereby. Failure to make any such notation or any error in such notation shall not affect the Borrower’s obligations in respect of such Loans. For the avoidance of doubt, to the extent any conflict arises between the records maintained pursuant to this Section and the Register, the Register shall control. (c) Notwithstanding anything to the contrary contained above in this Section 2.05 or elsewhere in this Agreement, Notes shall only be delivered to Lenders that which at any time specifically request the delivery of such Notes. 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 obligations of the Borrower to pay the Loans (and all related Obligations) incurred by the Borrower which would otherwise be evidenced thereby in accordance with the requirements of this Agreement, and shall not in any way affect the security or guarantees guaranties therefor provided pursuant to the various Credit Bridge Loan Documents. Any Lender that which does not have a Note evidencing its outstanding Loans shall in no event be required to make the notations otherwise described in the preceding clause (b). At any time when any Lender requests the delivery of a Note to evidence any of its Loans, the Borrower shall promptly execute and deliver to the respective Lender the requested Note in the appropriate amount or amounts to evidence such Loans.

Appears in 2 contracts

Sources: Bridge Loan Agreement (CF Industries Holdings, Inc.), Bridge Loan Agreement (CF Industries Holdings, Inc.)

Notes. (a) ▇▇▇▇▇▇▇▇Each Borrower’s obligation to pay the principal of, and interest on, the Term Loans made by each Lender shall be evidenced in the Register maintained by the Administrative Agent pursuant to Section 13.04 and shall, if requested by such ▇▇▇▇▇▇, also be evidenced by a promissory note. In such event, Borrower shall promptly prepare, execute note duly executed and deliver to such Lender a promissory note payable to such Lender (or, if requested delivered by such Lender, to such Lender and its registered assigns) the Borrowers substantially in the form of Exhibit B-1B, Exhibit B-2 or Exhibit B-3with blanks appropriately completed in conformity herewith (each, as applicable (each a “Term Note”). (b) Each Lender will note on its internal records the amount of each Term Loan made by it and each payment in respect thereof and prior to any transfer of any of its Notes will endorse on the reverse side thereof the outstanding principal amount of Term Loans evidenced thereby. Failure to make any such notation or any error in such notation shall not affect each Borrower’s obligations in respect of such Term Loans. For the avoidance of doubt, to the extent any conflict arises between the records maintained pursuant to this Section and the Register, the Register shall control. (c) Notwithstanding anything to the contrary contained above in this Section 2.05 or elsewhere in this Agreement, Notes shall only be delivered to Lenders that at any time specifically request the delivery of such Notes. No failure of any Lender to request or obtain a Note evidencing its Term Loans to Borrower the Borrowers shall affect or in any manner impair the obligations of Borrower the Borrowers to pay the Term Loans (and all related Obligations) incurred by Borrower the Borrowers which would otherwise be evidenced thereby in accordance with the requirements of this Agreement, and shall not in any way affect the security or guarantees therefor provided pursuant to the various Credit Documents. Any Lender that does not have a Note evidencing its outstanding Term Loans shall in no event be required to make the notations otherwise described in the preceding clause (b). At any time when any Lender requests the delivery of a Note to evidence any of its Term Loans, Borrower the Borrowers shall promptly execute and deliver to the respective Lender the requested Note in the appropriate amount or amounts to evidence such Term Loans.

Appears in 2 contracts

Sources: First Lien Term Loan Credit Agreement (VERRA MOBILITY Corp), First Lien Term Loan Credit Agreement (VERRA MOBILITY Corp)

Notes. (a) ▇▇▇▇▇▇▇▇’s The Borrowers’ obligation to pay the principal of, and interest on, the Loans made by each Lender shall be evidenced in the Register maintained by the Administrative Agent pursuant to Section 13.04 11.15 and shall, if requested by such ▇▇▇▇▇▇Lender, also be evidenced by a promissory note. In such event, Borrower shall promptly prepare, execute note duly executed and deliver to such Lender a promissory note payable to such Lender (or, if requested delivered by such Lender, to such Lender and its registered assigns) the Borrowers substantially in the form of Exhibit B-1B, Exhibit B-2 or Exhibit B-3, as applicable with blanks appropriately completed in conformity herewith (each a “Note” and, collectively, the “Notes”). (b) Each Lender will note on its internal records the amount of each Loan made by it and each payment in respect thereof and prior to any transfer of any of its Notes will endorse on the reverse side thereof the outstanding principal amount of Loans evidenced thereby. Failure to make any such notation or any error in such notation shall not affect Borrower’s the Borrowers’ obligations in respect of such Loans. For the avoidance of doubt, to the extent any conflict arises between the records maintained pursuant to this Section and the Register, the Register shall control. (c) Notwithstanding anything to the contrary contained above in this Section 2.05 2.02 or elsewhere in this Agreement, Notes shall only be delivered to Lenders that which at any time specifically request the delivery of such Notes. No failure of any Lender to request or obtain a Note evidencing its Loans to Borrower the Borrowers shall affect or in any manner impair the obligations of Borrower the Borrowers to pay the Loans (and all related Obligations) incurred by Borrower the Borrowers which would otherwise be evidenced thereby in accordance with the requirements of this Agreement, and shall not in any way affect the security or guarantees guaranties therefor provided pursuant to the various Credit Documents. Any Lender that which does not have a Note evidencing its outstanding Loans shall in no event be required to make the notations otherwise described in the preceding clause (b). At any time when any Lender requests the delivery of a Note to evidence any of its Loans, Borrower the Borrowers shall promptly execute and deliver to the respective Lender the requested Note in the appropriate amount or amounts to evidence such Loans.

Appears in 2 contracts

Sources: Credit Agreement (SAExploration Holdings, Inc.), Credit Agreement (SAExploration Holdings, Inc.)

Notes. (a) ▇▇▇▇▇▇▇▇’s obligation to pay the principal of, and interest on, the Loans made by each Lender shall be evidenced in the Register maintained by the Administrative Agent pursuant to Section 13.04 and The Borrower shall, if requested by such ▇▇▇▇▇▇, also be evidenced by a promissory note. In such event, Borrower shall promptly prepareon the Initial Advance Date, execute and deliver a Note to such Lender a promissory note payable to such Lender (or, each Funding Agent if requested by such Lender, to such Lender and its registered assigns) substantially in the form of Exhibit B-1, Exhibit B-2 or Exhibit B-3, as applicable (each a “Note”). (b) Each Lender will note on its internal records the amount of each Loan made by it and each payment in respect thereof and prior to any transfer of any of its Notes will endorse on the reverse side thereof the outstanding principal amount of Loans evidenced thereby. Failure to make any such notation or any error in such notation shall not affect Borrower’s obligations in respect of such Loans. For the avoidance of doubt, to the extent any conflict arises between the records maintained pursuant requested to this Section and the Register, the Register shall control. (c) Notwithstanding anything to the contrary contained above in this Section 2.05 or elsewhere in this Agreement, Notes shall only be delivered to Lenders that at any time specifically request the delivery of do so by such NotesFunding Agent. No failure of any Lender to request or obtain a Note evidencing its Loans to Borrower shall affect or in any manner impair the obligations of Borrower to pay the Loans (and all related Obligations) incurred by Borrower which would otherwise be evidenced thereby in accordance with the requirements of this Agreement, and shall not in any way affect the security or guarantees therefor provided pursuant to the 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 the preceding clause (b). At any time when any Lender requests the delivery of a Note to evidence any of its Loans, The Borrower shall promptly execute and deliver a Note to each new Funding Agent that requests a Note after the Initial Advance Date. (b) The Class A Advances and Yield thereon related to a Funding Group shall at all times (including after assignment pursuant to Section 15.1), to the respective extent a Note has been requested by a Funding Agent, be represented by such Note and/or a replacement Note therefor, payable to the order of the applicable requesting Funding Agent, for the benefit of the Class A Lenders in such Funding Agent’s Funding Group. The Borrower hereby irrevocably authorizes each Funding Agent holding a Note to make (or cause to be made) appropriate notations on the grid attached to its Note (or on any continuation of such grid, or at any Class A Lender’s option, in its records), which notations, if made, shall evidence, inter alia, the date of, the outstanding principal of, and the Lender Rate and Interest Period applicable to, the Class A Advances evidenced thereby. Such notations shall be conclusive and binding for all purposes absent manifest error; provided that, the failure to make any such notations shall not limit or otherwise affect any Obligations of the Borrower. Each Class A Lender shall maintain in accordance with its usual practice an account or accounts evidencing indebtedness of the Borrower to such bank resulting from each Class A Advance of such Class A Lender from time to time, including the amounts of principal and interest payable and paid to such Class A Lender from time to time under this Agreement. (c) With respect to each Funding Agent that shall not have requested a Note, the Funding Agent shall maintain a Non-Note Register pursuant to Section 15.5(a) and a subaccount therein for each Class A Lender in its related Funding Group, in which shall be recorded (i) the appropriate amount of each Class A Advance made by such Class A Lenders hereunder, and the Interest Period applicable thereto, (ii) the amount of any principal or interest due and payable or to become due and payable from the Borrower to such Class A Lender hereunder and (iii) both the amount of any sum received by the Funding Agent hereunder from the Borrower and each such Class A Lender’s share thereof. (d) The entries made in such Non-Note Register and the accounts of each such Class A Lender maintained pursuant to subsection (c) of this Section 2.5 shall, to the extent permitted by applicable law, be prima facie evidence of the existence and amounts of the obligations of the Borrower therein recorded; provided that, the failure of any such Class A Lender or its Funding Agent to evidence maintain the Non-Note Register or any such Loansaccount, or any error therein, shall not in any manner affect the obligation of the Borrower to repay (with applicable interest) the Class A Advances actually made to the Borrower by such Class A Lender in accordance with the terms of this Agreement.

Appears in 1 contract

Sources: Credit Agreement (Avolon Holdings LTD)

Notes. (a) ▇▇▇▇▇▇▇▇’s obligation to pay the principal of, and interest on, the The Revolving Credit Loans made by of each Lender Bank shall be evidenced in the Register maintained by the Administrative Agent pursuant to Section 13.04 and shall, if requested by such ▇▇▇▇▇▇, also be evidenced by a promissory note. In such event, Borrower shall promptly prepare, execute and deliver to such Lender a promissory note single Revolving Credit Note payable to the order of such Lender (or, if requested by Bank for the account of its Lending Office in an amount equal to the original principal amount of such Lender, to such Lender and its registered assigns) substantially in the form of Exhibit B-1, Exhibit B-2 or Exhibit B-3, as applicable (each a “Note”)Bank's Revolving Credit Commitment. (b) Each The Swing Line Loans made by the Swing Line Lender will note on its internal records to the amount Borrower shall be evidenced by a single Swing Line Note payable to the order of the Swing Line Lender. (c) Upon receipt of each Loan made by it and each payment in respect thereof Bank's Notes pursuant to Section 4.01, the Agent shall deliver such Notes to such Bank. Each Bank shall record, and prior to any transfer of its Notes shall endorse on the schedule forming a part thereof appropriate notations to evidence, the date, amount and maturity of, and effective interest rate for, each Revolving Credit Loan, made by it, the date and amount of each payment of principal made by the Borrower with respect thereto and whether, in the case of such Bank's Revolving Credit Note, such Revolving Credit Loan, is a Base Rate Loan or Euro-Dollar Loan, and such schedule shall constitute rebuttable presumptive evidence of the principal amount owing and unpaid on such Bank's Notes; provided that the failure of any Bank to make, or any error in making, any such recordation or endorsement shall not affect the obligation of the Borrower hereunder or under the Notes or the ability of any Bank to assign its Notes. Each Bank is hereby irrevocably authorized by the Borrower so to endorse its Notes and to attach to and make a part of any Note a continuation of any such schedule as and when required. (d) Upon receipt of (i) an affidavit of an officer of any Bank as to the loss, theft, destruction or mutilation of any of its Notes or any other security document held by such Bank that is not of public record and (ii) appropriate indemnification of the Borrower for any loss it may suffer with respect to any such Note or security document, and, in the case of any such loss, theft, destruction or mutilation, upon cancellation of such Note or other security document, the Borrower will endorse on issue, in lieu thereof, a replacement note or other security document in the reverse side thereof the outstanding same principal amount and otherwise of Loans evidenced thereby. Failure to make any such notation or any error in such notation shall not affect Borrower’s obligations in respect of such Loans. For the avoidance of doubt, to the extent any conflict arises between the records maintained pursuant to this Section and the Register, the Register shall controllike tenor. (c) Notwithstanding anything to the contrary contained above in this Section 2.05 or elsewhere in this Agreement, Notes shall only be delivered to Lenders that at any time specifically request the delivery of such Notes. No failure of any Lender to request or obtain a Note evidencing its Loans to Borrower shall affect or in any manner impair the obligations of Borrower to pay the Loans (and all related Obligations) incurred by Borrower which would otherwise be evidenced thereby in accordance with the requirements of this Agreement, and shall not in any way affect the security or guarantees therefor provided pursuant to the 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 the preceding clause (b). At any time when any Lender requests the delivery of a Note to evidence any of its Loans, Borrower shall promptly execute and deliver to the respective Lender the requested Note in the appropriate amount or amounts to evidence such Loans.

Appears in 1 contract

Sources: Credit Agreement (Cadmus Communications Corp/New)

Notes. (a) ▇▇▇▇▇▇▇▇’s obligation to pay the principal of, and interest on, the Loans made The Borrowings funded by each Lender shall be evidenced by one or more accounts or records maintained by such Lender (or its Funding Agent) and by Administrative Agent in the Register in the ordinary course of business. Any failure to so record or any error in doing so shall not, however, limit or otherwise affect the obligation of such Borrower Party hereunder to pay any amount owing with respect to the Obligations. In the event of any conflict between the accounts and records maintained by any Lender (or its Funding Agent, if applicable) and the accounts and records of Administrative Agent pursuant in respect of such matters, the accounts and records of Administrative Agent shall control in the absence of manifest error. (b) Any Funding Agent, on behalf of any Lender member of its Lender Group, may request that the Loans to Section 13.04 and shall, if requested be made by such ▇▇▇▇▇▇, also Lender Group to the Borrower shall be evidenced by a promissory notenotes. In such eventQualified Borrower obligations shall not be evidenced by separate promissory notes. If so requested, the Borrower shall promptly prepare, execute and deliver issue such Notes. Each such Note shall: (a) be payable to the Funding Agent for such Lender a promissory note payable to Group or such other administrator or trustee for the Lender member of such Lender Group as such Funding Agent may designate (or, if requested by such LenderFunding Agent, to such Lender Funding Agent and its registered assigns); (b) substantially bear interest in accordance with the provisions hereof; (c) be in the form of Exhibit B-1B, Exhibit B-2 or Exhibit B-3, as applicable attached hereto (each a “Note”with blanks appropriately completed in conformity herewith). ; and (bd) Each Lender will note on its internal records the amount of each Loan be made by it and each payment in respect thereof and prior the Borrower. The Borrower agrees, from time to any transfer time, upon the request of any of its Notes will endorse on the reverse side thereof the outstanding principal amount of Loans evidenced thereby. Failure to make any such notation Administrative Agent or any error in such notation shall not affect Borrower’s obligations in respect of such Loans. For the avoidance of doubtapplicable Funding Agent, to the extent any conflict arises between the records maintained pursuant to this Section and the Registerreissue new Notes, the Register shall control. (c) Notwithstanding anything to the contrary contained above in this Section 2.05 or elsewhere in this Agreement, Notes shall only be delivered to Lenders that at any time specifically request the delivery of such Notes. No failure of any Lender to request or obtain a Note evidencing its Loans to Borrower shall affect or in any manner impair the obligations of Borrower to pay the Loans (and all related Obligations) incurred by Borrower which would otherwise be evidenced thereby in accordance with the requirements terms and in the form heretofore Table of this AgreementContents provided, to any Committed Lender or Conduit Lender and to any Assignee of such Lender in accordance with Section 13.12, in substitution for the Notes previously issued by the Borrower to the Funding Agent or other party, as appropriate and in accordance herewith for the affected Lender, and such previously issued Notes shall not in any way affect the security or guarantees therefor provided pursuant be returned to the 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 the preceding clause (b). At any time when any Lender requests the delivery of a Note to evidence any of its Loans, Borrower shall promptly execute and deliver to the respective Lender the requested Note in the appropriate amount or amounts to evidence such Loansmarked “cancelled”.

Appears in 1 contract

Sources: Revolving Credit Agreement (TCW Direct Lending LLC)

Notes. (a) ▇▇▇▇▇▇▇▇The Borrower’s obligation to pay the principal of, and interest on, the Loans made by each Lender shall be evidenced in the Register maintained by the Administrative Agent pursuant to Section 13.04 and shall, if requested by such ▇▇▇▇▇▇, also be evidenced by a promissory note. In such event, Borrower shall promptly prepare, execute and deliver to such Lender a promissory note payable to such Lender (or, if requested by such Lender, to such Lender be evidenced by a promissory note duly executed and its registered assigns) delivered by the Borrower substantially in the form of Exhibit B-1A with blanks appropriately completed in conformity herewith (each, Exhibit B-2 or Exhibit B-3, as applicable (each a “Note”). (b) Each Note shall (i) be executed by the Borrower, (ii) be payable to the order of such Lender and be dated the Effective Date (or, in the case of Notes issued after the Effective Date, be dated the date of issuance thereof), (iii) be in a stated principal amount equal to the Commitment of such Lender on the date of issuance thereof, (iv) mature on the Termination Date, (v) bear interest as provided in Clause 8 (Costs of Utilization), (vi) be subject to voluntary prepayment and mandatory repayment as provided in Section 4 (Reduction, Repayment, Prepayment and Cancellation) and (vii) be entitled to the benefits of this Agreement and the other Finance Documents. (c) Each Lender will note on its internal records the amount of each Loan made by it and each payment in respect thereof and will, prior to any transfer of any of its Notes will Note, endorse on the reverse side thereof the outstanding principal amount of Loans evidenced thereby. Failure to make any such notation or any error in any such notation or endorsement shall not affect the Borrower’s obligations in respect of such Loans. For the avoidance of doubt, to the extent any conflict arises between the records maintained pursuant to this Section and the Register, the Register shall control. (cd) Notwithstanding anything to the contrary contained above in this Section 2.05 Clause 5.5 or elsewhere in this Agreement, Notes a Note shall only be delivered only to Lenders that at any time specifically request the delivery of such Notes. 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 obligations of the Borrower to pay the Loans (and all related Obligationsobligations) incurred by the Borrower which that would otherwise be evidenced thereby in accordance with the requirements of this Agreement, and shall not in any way affect the security or guarantees guaranties therefor provided pursuant to the various Credit Finance 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 the preceding clause paragraph (bc). At any time (including, without limitation, to replace any Note that has been destroyed or lost) when any Lender requests the delivery of a Note to evidence any of its Loans, the Borrower shall promptly execute and deliver to the respective such Lender the requested Note in the appropriate amount provided that, in the case of a substitute or amounts replacement Note, the Borrower shall have received from such requesting Lender (i) an affidavit of loss or destruction and (ii) a customary lost/destroyed Note indemnity, in each case in form and substance reasonably acceptable to evidence the Borrower and such Loansrequesting Lender, and duly executed by such requesting Lender. (e) On the Effective Date or as soon thereafter as practicable, the Original Lender shall surrender any promissory note made by the Borrower to the Original Lender; provided the Original Lender may request a Note in accordance with the preceding provisions of this Clause 5.5 (Notes).

Appears in 1 contract

Sources: Credit Agreement (Eagle Bulk Shipping Inc.)

Notes. (a) ▇▇▇▇▇▇▇▇’s obligation to pay the principal of, and interest on, Any Bank Party may request that the Loans made by each Lender shall be evidenced in the Register maintained by the Administrative Agent pursuant to Section 13.04 and shall, if requested by and/or L/C Borrowings of such ▇▇▇▇▇▇, also Bank be evidenced by a promissory note. In such event, Borrower shall promptly prepare, execute and deliver to such Lender a promissory note single Note payable to the order of such Lender Bank Party for the account of its Applicable Lending Office in an amount equal to the aggregate unpaid principal amount of such Bank Party’s Loans and/or L/C Borrowings. (orb) (a) Each Bank Party that has requested that its Loans and/or L/C Borrowings be evidenced by a Note may, if requested by notice to the Borrower and the Administrative Agent, request that its Loans and/or L/C Borrowings of a particular Type be evidenced by a separate Note in an amount equal to the aggregate unpaid principal amount of such Lender, to Loans and/or L/C Borrowings. Each such Lender and its registered assigns) Note shall be in substantially in the form of Exhibit B-1, Exhibit B-2 A hereto with appropriate modifications to reflect the fact that it evidences solely Loans and/or L/C Borrowings of the relevant Type. Each reference in this Agreement to the “Note” of such Bank Party shall be deemed to refer to and include any or Exhibit B-3all of such Notes, as applicable (each a “Note”)the context may require. (b) Upon the Administrative Agent’s receipt of each Note that was requested by a Bank Party pursuant to Section 3.01(b), the Administrative Agent shall forward such Note to such Bank Party. Each Lender will note on its internal records Bank Party shall record the amount date, amount, type and maturity of each Loan and/or L/C Borrowings made by it and the date and amount of each payment of principal made by the Borrower with respect thereto, and may, if such Bank Party so elects in respect thereof and prior to connection with any transfer of any or enforcement of its Notes will Note, endorse on the reverse side schedule forming a part thereof appropriate notations to evidence the outstanding principal amount foregoing information with respect to each such Loan and/or L/C Borrowings then outstanding; provided that the failure of Loans evidenced thereby. Failure any Bank Party to make any such notation recordation or any error in such notation endorsement shall not affect Borrower’s the obligations in respect of the Borrower hereunder or under the Notes. Each Bank Party is hereby irrevocably authorized by the Borrower so to endorse its Note and to attach to and make a part of its Note a continuation of any such Loans. For the avoidance of doubt, to the extent any conflict arises between the records maintained pursuant to this Section schedule as and the Register, the Register shall controlwhen required. (c) Notwithstanding anything Any Note evidencing a Loan (as such term is defined in the Existing Credit Agreement) made prior to the contrary contained above in this Section 2.05 or elsewhere in this AgreementAmendment Effective Date may be exchanged upon request of the relevant Bank, Notes shall only be delivered to Lenders that at any time specifically request made through the delivery Administrative Agent, and simultaneous surrender of such Notes. No failure of any Lender to request or obtain a Note evidencing its Loans to Borrower shall affect or in any manner impair the obligations of Borrower to pay the Loans (and all related Obligations) incurred by Borrower which would otherwise be evidenced thereby in accordance with the requirements of this Agreement, and shall not in any way affect the security or guarantees therefor provided pursuant to the various Credit Documents. Any Lender that does not have a Note Borrower through the Administrative Agent in exchange for one or more new Notes evidencing its outstanding Loans shall in no event be required to make the notations otherwise described in the preceding clause (b). At any time when any Lender requests the delivery of a Note to evidence any of its Loans, Borrower shall promptly execute and deliver to respectively, outstanding hereunder, if any, as of the respective Lender the requested Note in the appropriate amount or amounts to evidence such LoansAmendment Effective Date.

Appears in 1 contract

Sources: Revolving Credit Agreement (National Rural Utilities Cooperative Finance Corp /Dc/)

Notes. (a) ▇▇▇▇▇▇▇▇’s obligation to pay the principal of, and interest on, the The Facility A Loans made (or continued, as the case may be) by each Lender shall be evidenced by a single promissory note of the Company substantially in the Register maintained form of Exhibit A-1 hereto, dated the Effective Date, payable to such Lender in a principal amount equal to the amount of its Facility A Commitment as originally in effect and otherwise duly completed. (b) The Facility B Loan made (or continued, as the case may be) by the Administrative Agent pursuant to Section 13.04 and shall, if requested by such ▇▇▇▇▇▇, also each Lender shall be evidenced by a single promissory notenote of the Company substantially in the form of Exhibit A-2 hereto, dated the Effective Date, payable to such Lender in a principal amount equal to the amount of its Facility B Commitment as originally in effect and otherwise duly completed. (c) The date, amount, Type, interest rate and duration of Interest Period (if applicable) of each Loan of each Class made by each Lender, and each payment made on account of the principal thereof, shall be recorded by such Lender on its books and, prior to any transfer of the Note evidencing the Loans of such Class held by it, endorsed by such Lender on the schedule attached to such Note or any continuation thereof; PROVIDED that the failure of such Lender to make any such recordation or endorsement or an error therein shall not affect the obligations of the Company to make a payment when due of any amount owing hereunder or under such Note in respect of the Loans to be evidenced by such Note. (d) No Lender shall be entitled to have its Notes subdivided, by exchange for promissory notes of lesser denominations or otherwise, except in connection with a permitted assignment of all or any portion of such Lender's relevant Commitments, Loans and Notes pursuant to Section 11.06(b) hereof. (e) Notwithstanding the foregoing, any Lender that is not a U.S. Person and is not a "bank" within the meaning of Section 881(c)(3)(A) of the Code may request the Company (through the Agent), and the Company agrees thereupon, to record on the Register referred to in Section 11.06(g) hereof any Facility B Loans held by such Lender under this Agreement. In such eventLoans recorded on the Register ("REGISTERED LOANS") may not be evidenced by promissory notes other than Registered Notes as defined below and, Borrower upon the registration of any Facility B Loan, any promissory note (other than a Registered Note) evidencing the same shall promptly preparebe null and void and shall be returned to the Company. The Company agrees, at the request of any Lender that is the holder of Registered Loans, to execute and deliver to such Lender a promissory note in registered form to evidence such Registered Loans and registered as provided in Section 11.06(g) hereof (herein, a "REGISTERED NOTE"), dated the Effective Date, payable to such Lender (or, if requested by such Lender, to such Lender and its registered assigns) substantially in the form of Exhibit B-1, Exhibit B-2 or Exhibit B-3, as applicable (each a “Note”). (b) Each Lender will note on its internal records the amount of each otherwise duly completed. A Facility B Loan made by it and each payment in respect thereof and prior to any transfer of any of its Notes will endorse once recorded on the reverse side thereof the outstanding principal amount of Loans evidenced thereby. Failure to make any such notation or any error in such notation shall Register may not affect Borrower’s obligations in respect of such Loans. For the avoidance of doubt, to the extent any conflict arises between the records maintained pursuant to this Section and the Register, be removed from the Register shall controlso long as it remains outstanding and a Registered Note may not be exchanged for a promissory note that is not a Registered Note. (c) Notwithstanding anything to the contrary contained above in this Section 2.05 or elsewhere in this Agreement, Notes shall only be delivered to Lenders that at any time specifically request the delivery of such Notes. No failure of any Lender to request or obtain a Note evidencing its Loans to Borrower shall affect or in any manner impair the obligations of Borrower to pay the Loans (and all related Obligations) incurred by Borrower which would otherwise be evidenced thereby in accordance with the requirements of this Agreement, and shall not in any way affect the security or guarantees therefor provided pursuant to the 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 the preceding clause (b). At any time when any Lender requests the delivery of a Note to evidence any of its Loans, Borrower shall promptly execute and deliver to the respective Lender the requested Note in the appropriate amount or amounts to evidence such Loans.

Appears in 1 contract

Sources: Credit Agreement (Suiza Foods Corp)

Notes. (a) ▇▇▇▇▇▇▇▇’s obligation to pay the principal of, and interest on, the Loans made by each Lender shall be evidenced in the Register maintained Notes outstanding at any time are all Notes that have been authenticated by the Administrative Agent Trustee except for (i) Notes cancelled by the Trustee or delivered to it for cancellation; ​ (ii) any Note which has been replaced pursuant to Section 13.04 2.04 unless and shall, if requested by such ▇▇▇▇▇▇, also be evidenced until the Trustee and the Issuer receive proof satisfactory to them that the replaced Note is held by a promissory note. In such eventbona fide purchaser; and (iii) on or after the maturity date or any redemption date or date for purchase of the Notes pursuant to an Offer to Purchase, Borrower shall promptly preparethose Notes payable or to be redeemed or purchased on that date for which the Trustee (or Paying Agent, execute and deliver other than the Issuer or an Affiliate of the Issuer) holds money sufficient to such Lender a promissory note payable to such Lender (or, if requested by such Lender, to such Lender and its registered assigns) substantially in the form of Exhibit B-1, Exhibit B-2 or Exhibit B-3, as applicable (each a “Note”)pay all amounts then due. (b) Each Lender will note on its internal records A Note does not cease to be outstanding because the amount of each Loan made by it and each payment in respect thereof and prior to any transfer of any Issuer or one of its Notes will endorse on Affiliates holds the reverse side thereof Note, provided that in determining whether the outstanding Holders of the requisite principal amount of Loans evidenced thereby. Failure the outstanding Notes have given or taken any request, demand, authorization, direction, notice, consent, waiver or other action hereunder, Notes owned by the Issuer or any Affiliate of the Issuer will be disregarded and deemed not to make be outstanding, (it being understood that in determining whether the Trustee is protected in relying upon any such notation request, demand, authorization, direction, notice, consent, waiver or other action, only Notes which a Responsible Officer of the Trustee knows to be so owned will be so disregarded). Notes so owned which have been pledged in good faith may be regarded as outstanding if the pledgee establishes to the satisfaction of the Trustee the pledgee’s right so to act with respect to such Notes and that the pledgee is not the Issuer or any error in such notation shall not affect Borrower’s obligations in respect Affiliate of such Loans. For the avoidance of doubt, to the extent any conflict arises between the records maintained pursuant to this Section and the Register, the Register shall controlIssuer. (c) Notwithstanding anything to the contrary contained above in this Section 2.05 or elsewhere in this Agreement, Notes shall only be delivered to Lenders that at any time specifically request the delivery of such Notes. No failure of any Lender to request or obtain a Note evidencing its Loans to Borrower shall affect or in any manner impair the obligations of Borrower to pay the Loans (and all related Obligations) incurred by Borrower which would otherwise be evidenced thereby in accordance with the requirements of this Agreement, and shall not in any way affect the security or guarantees therefor provided pursuant to the 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 the preceding clause (b). At any time when any Lender requests the delivery of a Note to evidence any of its Loans, Borrower shall promptly execute and deliver to the respective Lender the requested Note in the appropriate amount or amounts to evidence such Loans.

Appears in 1 contract

Sources: Indenture (GeoPark LTD)

Notes. (a) ▇▇▇▇▇▇▇▇’s obligation to pay the principal of, and interest on, the Loans made by each Lender shall be evidenced in the Register maintained by the Administrative Agent pursuant to Section 13.04 and shall, if requested by such ▇▇▇▇▇▇, also be evidenced by a promissory note. In such event, Borrower shall promptly prepare, execute and deliver to such Lender a promissory note payable to such Lender (or, if requested by such Lender, to such Lender and its registered assigns) substantially in the form of Exhibit B-1, Exhibit B-2 or Exhibit B-3, as applicable (each a “Note”). (b) Each Lender will note on its internal records the amount of each Loan made by it and each payment in respect thereof and prior to any transfer of any of its Notes will endorse on the reverse side thereof the outstanding principal amount of Loans evidenced thereby. Failure to make any such notation or any error in such notation shall not affect Borrower’s obligations in respect of such Loans. For the avoidance of doubt, to the extent any conflict arises between the records maintained pursuant to this Section and the Register, the Register shall control. (c) Notwithstanding anything to the contrary contained above below in this Section 2.05 1.06 or elsewhere in this Agreement, Notes shall only be delivered to Lenders that at any time specifically request the delivery of such Notes. No failure of any Lender to request or obtain a Note evidencing its Loans to any Borrower shall affect or in any manner impair the obligations of the respective Borrower to pay the Loans (and all related Obligations) incurred by Borrower which would otherwise be evidenced thereby in accordance with the requirements of this Agreement, and shall not in any way affect the security or guarantees guaranties therefor provided pursuant to the 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 the preceding clause (bc). At any time when any Lender requests the delivery of a Note to evidence any of its Loans, the relevant Borrower shall promptly execute and deliver to the respective Lender the requested Note or Notes in the appropriate amount or amounts to evidence such Loans. (b) Subject to the provisions of Section 1.06(a), the European Borrower’s (in the case of European Borrower Euro Facility Revolving Loans) and the U.S. Borrower’s (in the case of Term Loans, Dollar Facility Revolving Loans, U.S. Borrower Euro Facility Revolving Loans, U.S. Borrower Canadian Facility Revolving Loans, Swingline Loans and Competitive Bid Loans) and the Canadian Borrower’s (in the case of Canadian Borrower Canadian Facility Revolving Loans) obligation to pay the principal of, and interest on, the Loans made by each Lender shall be evidenced (i) if Term Loans, by a promissory note duly executed and delivered by the U.S. Borrower substantially in the form of Exhibit B-1 with blanks appropriately completed in conformity herewith (each, a “Term Note”), (ii) if Dollar Facility Revolving Loans, by a promissory note duly executed and delivered by the U.S. Borrower substantially in the form of Exhibit B-2, with blanks appropriately completed in conformity herewith (each, a “Dollar Facility Revolving Note”), (iii) if U.S. Borrower Euro Facility Revolving Loans, by a promissory note duly executed and delivered by the U.S. Borrower substantially in the form of Exhibit B-3, with blanks appropriately completed in conformity herewith (each, a “U.S. Borrower Euro Facility Revolving Note”), (iv) if European Borrower Euro Facility Revolving Loans, by a promissory note duly executed and delivered by the European Borrower substantially in the form of Exhibit B-4, with blanks appropriately completed in conformity herewith (each, a “European Borrower Euro Facility Revolving Note”), (v) if U.S. Borrower Canadian Facility Revolving Loans, by a promissory note duly executed and delivered by the U.S. Borrower substantially in the form of Exhibit B-5, with blanks appropriately completed in conformity herewith (each, a “U.S. Borrower Canadian Facility Revolving Note”), (vi) if Canadian Borrower Canadian Facility Revolving Loans, by a promissory note duly executed and delivered by the Canadian Borrower substantially in the form of Exhibit B-6, with blanks appropriately completed in conformity herewith (each, a “Canadian Borrower Canadian Facility Revolving Note”), (vii) Swingline Loans, by a promissory note duly executed and delivered by the U.S. Borrower substantially in the form of Exhibit B-7, with blanks appropriately completed in conformity herewith (the “Swingline Note”), and (viii) if Competitive Bid Loans, by a promissory note duly executed and delivered by the U.S. Borrower substantially in the form of Exhibit B-8, with blanks appropriately completed in conformity herewith (each, a “Competitive Bid Note”). (c) Each Lender will note on its internal records the amount of each Loan made by it and each payment in respect thereof and will prior to any transfer of any of its Notes endorse on the reverse side thereof the outstanding principal amount of Loans evidenced thereby. Failure to make any such notation or any error in any such notation or endorsement shall not affect any Borrower’s obligations in respect of any Loans.

Appears in 1 contract

Sources: Credit Agreement (Owens Corning)

Notes. (a) ▇▇▇▇▇▇▇▇’s obligation a. All Notes issued by the Issuer pursuant to pay a Commercial Paper Program shall be promissory notes and shall be exempt from the principal ofregistration or qualification requirements of the federal securities laws, including but not limited to the Securities Act of 1933, as amended, and interest onfrom applicable state securities laws. The Notes may be placed by dealers (the “Dealers”), the Loans made by each Lender shall be evidenced in the Register maintained by the Administrative Agent pursuant to Section 13.04 and shall3 hereof. All Notes shall be denominated in United States Dollars. b. Except in accordance with Section 2(e) of this Agreement, if requested by such ▇▇▇▇▇▇the Notes shall not be issued in physical form, also but their aggregate face amount shall be evidenced represented by a promissory note. In such event, Borrower shall promptly prepare, execute and deliver to such Lender a promissory master note payable to such Lender (or, if requested by such Lender, to such Lender and its registered assignsthe “Master Note”) substantially in the form of Exhibit B-1B executed by the Issuer pursuant to the book-entry commercial paper program of The Depository Trust Company (“DTC”). Agent shall maintain the Master Note in accordance with its customary practices, Exhibit B-2 or Exhibit B-3on behalf of Cede & Co., the registered owner thereof and nominee of DTC. As long as Cede & Co. is the registered owner of the Master Note, the beneficial ownership interest therein shall be shown on, and the transfer of ownership thereof shall be effected through, entries on the books maintained by DTC and the books of its direct and indirect participants. c. The Master Note and the Notes shall be subject to DTC’s rules and procedures, as applicable (each a “Note”)amended from time to time. Agent shall not be liable or responsible for sending transaction statements of any kind to DTC’s participants or the beneficial owners of the Notes, or for maintaining, supervising or reviewing the records of DTC or its participants with respect to such Notes. (b) Each Lender will note on its internal records d. In connection with DTC’s commercial paper program, the amount Issuer understands that as one of each Loan made by it and each payment in respect thereof and prior to any transfer of any the conditions of its Notes will endorse on participation therein it shall be necessary for the reverse side thereof Issuer and Agent to enter into a Letter of Representations, in the outstanding principal amount form of Loans evidenced therebyExhibit C hereto, and for DTC to receive and accept such Letter of Representations. Failure In accordance with DTC’s program, the Agent, for the account and at the expense of the Issuer shall obtain from the CUSIP Service Bureau a written list of CUSIP numbers for the Notes, and shall deliver such list to make any such notation or any error in such notation shall not affect Borrower’s obligations in respect of such Loans. For the avoidance of doubt, to the extent any conflict arises between the records maintained pursuant to this Section DTC and the Register, Issuer. The CUSIP Service Bureau shall ▇▇▇▇ the Register shall controlIssuer directly for the fee or fees payable for the list of CUSIP numbers for the Notes. (ce. Notwithstanding Section 2(b) Notwithstanding anything to the contrary contained above in this Section 2.05 or elsewhere in of this Agreement, Notes if the Issuer notifies the Agent in writing that DTC is no longer willing or able to properly discharge its responsibilities with respect to the Notes, Issuer may, if it is unable to locate a qualified successor depositary, issue certificated notes (“Certificated Notes”). If and when the Issuer issues such Certificated Notes, the Issuer and the Agent shall only be delivered to Lenders that at any time specifically request agree on the delivery format of such Certificated Notes. No failure Thereafter, the Issuer shall from time to time deliver to the Agent adequate supplies of Certificated Notes which will be in bearer form, serially numbered and shall be executed by the manual or facsimile signature of an Authorized Representative. The Agent will acknowledge receipt of any Lender such supply of Certificated Notes received from the Issuer, noting any exceptions to request the shipping manifest or obtain a Note evidencing its Loans to Borrower shall affect or transmittal letter (if any) and will hold the Certificated Notes in any manner impair safekeeping for the obligations of Borrower to pay the Loans (and all related Obligations) incurred by Borrower which would otherwise be evidenced thereby Issuer in accordance with the requirements of this Agreement, and Agent’s customary practices. The Agent shall not in have any way affect responsibility or liability to determine whether any facsimile or manual signature is genuine, if such facsimile or manual signature resembles the security or guarantees therefor provided pursuant specimen signature attached to the various Credit DocumentsIssuer’s certificate of incumbency with respect to such Authorized Representative. Any Lender that does not have a Certificated Note evidencing its outstanding Loans shall in no event be required to make bearing the notations otherwise described in the preceding clause (b). At any time when any Lender requests the delivery manual or facsimile signature of a person who was an Authorized Representative on the date such signature was affixed shall bind the Issuer after completion by the Agent, notwithstanding that such person shall have ceased to hold his or her office on the date such Note to evidence any of its Loans, Borrower shall promptly execute and deliver to is countersigned or delivered by the respective Lender the requested Note in the appropriate amount or amounts to evidence such LoansAgent.

Appears in 1 contract

Sources: Issuing and Paying Agency Agreement (Ecolab Inc.)

Notes. (a) ▇▇▇▇▇▇▇▇’s obligation to pay the principal of, and interest on, the The Loans made by of each Lender Bank shall be evidenced in the Register maintained by the Administrative Agent pursuant to Section 13.04 and shall, if requested by such ▇▇▇▇▇▇, also be evidenced by a promissory note. In such event, Borrower shall promptly prepare, execute and deliver to such Lender a promissory note single Note payable to the order of such Lender (or, if requested by such Lender, to such Lender and Bank for the account of its registered assigns) substantially in the form of Exhibit B-1, Exhibit B-2 or Exhibit B-3, as applicable (each a “Note”)Applicable Lending Office. (b) Each Lender will note on Bank may, by notice to the Borrower and the Administrative Agent, request that its internal records Loans of a particular type (including Swingline Loans and Money Market Loans) be evidenced by a separate Note in an amount equal to the aggregate unpaid principal amount of such Loans. Any additional costs incurred by the Administrative Agent, the Borrower or the Banks in connection with preparing such a Note shall be at the sole cost and expense of the Bank requesting such Note. In the event any Loans evidenced by such a Note are paid in full prior to the Maturity Date, any such Bank shall return such Note to Borrower. Each such Note shall be in substantially the form of Exhibit A-2 hereto with appropriate modifications to reflect the fact that it evidences solely Loans of the relevant type. Upon the execution and delivery of any such Note, any existing Note payable to such Bank shall be replaced or modified accordingly. Each reference in this Agreement to the “Note” of such Bank shall be deemed to refer to and include any or all of such Notes, as the context may require. (c) Upon receipt of each Bank’s Note pursuant to Section 3.1(a), the Administrative Agent shall forward such Note to such Bank. Each Bank shall record the date, amount, type and maturity of each Loan made by it and the date and amount of each payment of principal made by the Borrower with respect thereto, and may, if such Bank so elects in respect thereof and prior to connection with any transfer of any or enforcement of its Notes will Note, endorse on the reverse side thereof appropriate schedule appropriate notations to evidence the outstanding principal amount foregoing information with respect to each such Loan then outstanding; provided that the failure of Loans evidenced thereby. Failure any Bank to make any such notation recordation or any error in such notation endorsement shall not affect Borrower’s the obligations in respect of the Borrower hereunder or under the Notes. Each Bank is hereby irrevocably authorized by the Borrower so to endorse its Note and to attach to and make a part of its Note a continuation of any such Loans. For the avoidance of doubt, to the extent any conflict arises between the records maintained pursuant to this Section schedule as and the Register, the Register shall controlwhen required. (cd) Notwithstanding anything to The Committed Loans shall mature, and the contrary contained above in this Section 2.05 or elsewhere in this Agreementprincipal amount thereof shall be due and payable, Notes on the Maturity Date. The Swingline Loans shall only mature, and the principal amount thereof shall be delivered to Lenders that at any time specifically request the delivery of such Notes. No failure of any Lender to request or obtain a Note evidencing its Loans to Borrower shall affect or in any manner impair the obligations of Borrower to pay the Loans (due and all related Obligations) incurred by Borrower which would otherwise be evidenced thereby payable, in accordance with the requirements of this AgreementSection 2.18(b) (iii). (e) Each Money Market Loan included in any Money Market Borrowing shall mature, and the principal amount thereof shall not in be due and payable, together with accrued interest thereon, on the earlier to occur of (I) last day of the Interest Period applicable to such Borrowing or (ii) the Maturity Date. (f) There shall be no more than ten (10) Euro-Dollar Groups of Loans outstanding at any way affect the security or guarantees therefor provided pursuant to the 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 the preceding clause (b). At any time when any Lender requests the delivery of a Note to evidence any of its Loans, Borrower shall promptly execute and deliver to the respective Lender the requested Note in the appropriate amount or amounts to evidence such Loansone time.

Appears in 1 contract

Sources: Revolving Credit Agreement (Equity Residential)

Notes. (a) ▇▇▇▇▇▇▇▇All outstanding Loans funded by the CP Issuer shall be evidenced by the CP Issuer Note. All outstanding Loans funded by each Liquidity Bank shall be evidenced by a Liquidity Bank Note. If a Liquidity Bank makes a Loan to continue a Loan previously funded by the CP Issuer, upon the CP Issuer’s receipt of funds in accordance with the CP Issuer’s instructions in the amount of the Liquidity Bank’s Loan, the outstanding principal balance of the CP Issuer Note will be reduced by the amount of the Loan no longer being funded by the CP Issuer and the outstanding principal balance of the applicable Liquidity Bank Note will be increased by the amount of the Loan made by the related Liquidity Bank for such purpose. The converse will be true with respect to any Loan that the CP Issuer makes to continue a Loan previously funded by a Liquidity Bank. The Borrower hereby irrevocably authorizes the Agent, on behalf of the CP Issuer in connection with the CP Issuer Note and on behalf of each Liquidity Bank in connection with each Liquidity Bank Note to make (or cause to be made) appropriate notations on the grid attached to such Note (or on any continuation of such grid, or at their option, in its records), which notations, if made, shall evidence, inter alia, the date of, the outstanding principal of, and the interest rate applicable to the Loans evidenced thereby. Such notations shall be presumptive evidence of the subject matter thereof absent manifest error; provided, however, that the failure to make any such notations shall not limit or otherwise affect any obligations of the Borrower hereunder or under the Notes. (b) Although the Notes shall be dated the Closing Date, interest in respect thereof shall be payable only for the periods during which Loans are outstanding thereunder. In addition, although the stated principal amount of each Note shall be equal to the Commitment Amount or a portion thereof, as applicable, each Note shall be enforceable with respect to the Borrower’s obligation to pay the principal of, and interest on, thereof only to the Loans made by each Lender shall be evidenced in extent of the Register maintained by the Administrative Agent pursuant to Section 13.04 and shall, if requested by such ▇▇▇▇▇▇, also be evidenced by a promissory note. In such event, Borrower shall promptly prepare, execute and deliver to such Lender a promissory note payable to such Lender (or, if requested by such Lender, to such Lender and its registered assigns) substantially in the form of Exhibit B-1, Exhibit B-2 or Exhibit B-3, as applicable (each a “Note”). (b) Each Lender will note on its internal records the amount of each Loan made by it and each payment in respect thereof and prior to any transfer of any of its Notes will endorse on the reverse side thereof the outstanding unpaid principal amount of Loans evidenced thereby. Failure to make any such notation or any error in such notation shall not affect Borrower’s obligations in respect of such Loans. For the avoidance of doubt, to the extent any conflict arises between the records maintained pursuant to this Section and the Register, the Register shall control. (c) Notwithstanding anything to the contrary contained above in this Section 2.05 or elsewhere in this Agreement, Notes shall only be delivered to Lenders that at any time specifically request the delivery of such Notes. No failure of any Lender to request or obtain a Note evidencing its Loans to Borrower shall affect or in any manner impair the obligations of Borrower to pay the Loans (and all related Obligations) incurred by Borrower which would otherwise outstanding thereunder at the time such enforcement shall be evidenced thereby in accordance with the requirements of this Agreement, and shall not in any way affect the security or guarantees therefor provided pursuant to the 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 the preceding clause (b). At any time when any Lender requests the delivery of a Note to evidence any of its Loans, Borrower shall promptly execute and deliver to the respective Lender the requested Note in the appropriate amount or amounts to evidence such Loanssought.

Appears in 1 contract

Sources: Loan Agreement (Aspen Technology Inc /De/)

Notes. (a) ▇▇▇▇▇▇▇▇The Borrower’s obligation to pay the principal of, and interest on, the Term Loans made by each Lender shall be evidenced stated in the Register maintained by the Administrative Agent pursuant to Section 13.04 11.15 and shall, if requested by such ▇▇▇▇▇▇, shall also be evidenced by a promissory note. In such event, Borrower shall promptly prepare, execute and deliver to such Lender stated in a promissory note payable to such Lender (or, if requested duly executed and delivered by such Lender, to such Lender and its registered assigns) the Borrower substantially in the form of Exhibit B-1B, Exhibit B-2 or Exhibit B-3with blanks appropriately completed in conformity herewith (each, as applicable (each a “Note” and, collectively, the “Notes”). (b) Each Lender will note on its internal records the amount of each Loan Term Loans made by it (as well as any increase thereto as a result of the payment of PIK Interest) and each payment in respect thereof and prior to any transfer of any of its Notes will endorse on the reverse side thereof the outstanding principal amount of Loans evidenced therebythereof. Failure to make any such notation or any error in such notation shall not affect the Borrower’s obligations in respect of such Term Loans. For Although under no obligation to do so, any Lender may, following an increase in the avoidance outstanding principal amount of doubtits Term Loans as a result of payment of PIK Interest, request for a replacement Note in an aggregate principal amount which reflects such increase or increases (although any failure of a Lender to request such replacement Note shall in no event affect the extent any conflict arises between Borrower’s obligation to pay the records maintained pursuant to this Section and entire principal amount of the Register, the Register shall controlTerm Loans of such Lender). (c) Notwithstanding anything to the contrary contained above in this Section 2.05 or elsewhere in this Agreement2.04, Notes shall only be delivered to Lenders that at any time specifically request the delivery of such Notes. No no failure of any Lender to request obtain, maintain or obtain produce a Note evidencing its Loans to Borrower shall affect affect, or in any manner impair impair, the obligations of the Borrower to pay the Term Loans (and all related Obligations) incurred by the Borrower which would otherwise be evidenced thereby stated therein in accordance with the requirements of this Agreement, and shall not in any way affect the security or guarantees guaranties therefor provided pursuant to the various any Credit DocumentsDocument. Any Lender that which does not have a Note evidencing its outstanding Loans shall in no event be required to make the notations otherwise described in the preceding clause (b). At any time when any Lender requests becomes a party to this Agreement, the delivery of a Note to evidence any of its Loans, Borrower shall promptly execute and deliver to the respective Lender the requested a Note in an amount equal to the appropriate aggregate principal amount of the Term Loans made or amounts to evidence held by such LoansLender.

Appears in 1 contract

Sources: Credit Agreement (Endeavour International Corp)

Notes. (a) ▇▇▇▇▇▇▇▇The Borrower agrees that, upon the request to the Administrative Agent by any Lender, the Borrower will execute and deliver to such Lender a Note evidencing the Loans made by, and payable to the order of, such Lender in a maximum principal amount equal to (i) in the case of Revolving Loans, such Lender’s obligation Percentage of the original Loan Commitment Amount, and (ii) in the case of Competitive Bid Loans, the aggregate principal amount of Competitive Bid Loans made by such Lender to pay the Borrower. The Borrower hereby irrevocably authorizes each Lender to make (or cause to be made) appropriate notations on the grid attached to such Lender’s Note(s) (or on any continuation of such grid), which notations, if made, shall evidence, inter alia, the date of, the outstanding principal amount of, and the interest onrate and Interest Period applicable to the Loans evidenced thereby. Such notations shall, to the extent not inconsistent with notations made by the Administrative Agent in the Register, be conclusive and binding on each Obligor absent manifest error; provided, however, that the failure of any Lender to make any such notations, or any error in any such notation, shall not limit or otherwise affect any Obligations of any Obligor. (b) The Borrower hereby designates the Administrative Agent to serve as the Borrower’s agent, solely for the purpose of this clause, to maintain a register (the “Register”) on which the Administrative Agent will record each Lender’s Commitment, the Loans made by each Lender and each repayment in respect of the principal amount of the Loans, annexed to which the Administrative Agent shall be evidenced in the Register maintained by retain a copy of each Lender Assignment Agreement delivered to the Administrative Agent pursuant to Section 13.04 and shall, if requested by such ▇▇▇▇▇▇, also be evidenced by a promissory note. In such event, Borrower shall promptly prepare, execute and deliver to such Lender a promissory note payable to such Lender (or, if requested by such Lender, to such Lender and its registered assigns) substantially in the form of Exhibit B-1, Exhibit B-2 or Exhibit B-3, as applicable (each a “Note”). (b) Each Lender will note on its internal records the amount of each Loan made by it and each payment in respect thereof and prior to any transfer of any of its Notes will endorse on the reverse side thereof the outstanding principal amount of Loans evidenced thereby10.11.1. Failure to make any such notation recordation, or any error in such notation recordation, shall not affect Borrowerany Obligor’s obligations Obligations. The entries in respect of such Loans. For the avoidance of doubt, to the extent any conflict arises between the records maintained pursuant to this Section and the Register, the Register shall control. be conclusive, in the absence of manifest error, and the Borrower, the Administrative Agent and the Lenders shall treat each Person in whose name a Loan is registered (cor, if applicable, to which a Note has been issued) Notwithstanding anything as the owner thereof for the purposes of all Loan Documents, notwithstanding notice or any provision herein to the contrary contained above contrary. Any assignment or transfer of a Commitment or the Loans made pursuant hereto shall be registered in the Register only upon delivery to the Administrative Agent of a Lender Assignment Agreement that has been executed by the requisite parties pursuant to Section 10.11.1. 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 by the Administrative Agent as provided in this Section 2.05 or elsewhere in this Agreement, Notes shall only be delivered to Lenders that at any time specifically request the delivery of such Notes. No failure of any Lender to request or obtain a Note evidencing its Loans to Borrower shall affect or in any manner impair the obligations of Borrower to pay the Loans (and all related Obligations) incurred by Borrower which would otherwise be evidenced thereby in accordance with the requirements of this Agreement, and shall not in any way affect the security or guarantees therefor provided pursuant to the 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 the preceding clause (b). At any time when any Lender requests the delivery of a Note to evidence any of its Loans, Borrower shall promptly execute and deliver to the respective Lender the requested Note in the appropriate amount or amounts to evidence such LoansSection.

Appears in 1 contract

Sources: Credit Agreement (Ust Inc)

Notes. (a) ▇▇▇▇▇▇▇▇’s obligation The Borrower agrees that, upon the request to pay the Administrative Agent by any Lender, the Borrower will execute and deliver to such Lender a Note evidencing the Loans made by, and payable to the order of, such Lender in a maximum principal amount equal to such Lender's Percentage of the original applicable Commitment Amount. The Borrower hereby irrevocably authorizes each Lender to make (or cause to be made) appropriate notations on the grid attached to such Lender's Note (or on any continuation of such grid), which notations, if made, shall evidence, inter alia, the date of, the outstanding principal amount of, and the interest onrate and Interest Period applicable to the Loans evidenced thereby. Such notations shall, to the extent not inconsistent with notations made by the Administrative Agent in the Register, be conclusive and binding on each Obligor absent manifest error; provided, however, that the failure of any Lender to make any such notations, or any error in any such notation, shall not limit or otherwise affect any Obligations of any Obligor. (b) The Borrower hereby designates the Administrative Agent to serve as the Borrower's agent, solely for the purpose of this clause, to maintain a register (the "Register") on which the Administrative Agent will record each Lender's Commitment, the Loans made by each Lender and each repayment in respect of the principal amount of the Loans, annexed to which the Administrative Agent shall be evidenced in the Register maintained by retain a copy of each Lender Assignment Agreement delivered to the Administrative Agent pursuant to Section 13.04 and shall, if requested by such ▇▇▇▇▇▇, also be evidenced by a promissory note. In such event, Borrower shall promptly prepare, execute and deliver to such Lender a promissory note payable to such Lender (or, if requested by such Lender, to such Lender and its registered assigns) substantially in the form of Exhibit B-1, Exhibit B-2 or Exhibit B-3, as applicable (each a “Note”). (b) Each Lender will note on its internal records the amount of each Loan made by it and each payment in respect thereof and prior to any transfer of any of its Notes will endorse on the reverse side thereof the outstanding principal amount of Loans evidenced thereby10.11.1. Failure to make any such notation recordation, or any error in such notation recordation, shall not affect Borrower’s obligations any Obligor's Obligations. The entries in respect of such Loans. For the avoidance of doubt, to the extent any conflict arises between the records maintained pursuant to this Section and the Register, the Register shall control.be conclusive, in the absence of manifest error, and the Borrower, the Administrative Agent and the Lenders shall treat each Person in whose name a Loan is registered (or, if applicable, to which a Note has been issued) as the owner thereof for the purposes of all Loan Documents, (c) Notwithstanding anything to 1. 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 contrary contained above Register by the Administrative Agent as provided in this Section 2.05 or elsewhere in this Agreement, Notes shall only be delivered to Lenders that at any time specifically request the delivery of such Notes. No failure of any Lender to request or obtain a Note evidencing its Loans to Borrower shall affect or in any manner impair the obligations of Borrower to pay the Loans (and all related Obligations) incurred by Borrower which would otherwise be evidenced thereby in accordance with the requirements of this Agreement, and shall not in any way affect the security or guarantees therefor provided pursuant to the 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 the preceding clause (b). At any time when any Lender requests the delivery of a Note to evidence any of its Loans, Borrower shall promptly execute and deliver to the respective Lender the requested Note in the appropriate amount or amounts to evidence such LoansSection.

Appears in 1 contract

Sources: Credit Agreement (Ust Inc)

Notes. (a) ▇▇▇▇▇▇▇▇’s obligation to pay the principal of, and interest on, the The Loans made funded by each Lender shall be evidenced in the Register by one or more accounts or records maintained by the Administrative Agent pursuant to Section 13.04 and shall, if requested by such ▇▇▇▇▇▇ and by Administrative Agent in the ordinary course of business. The Administrative Agent shall maintain the Register in accordance with Section 13.14(d). The accounts or records maintained by Administrative Agent and each Lender shall be conclusive absent manifest error of the amount of the Borrowings made by the Lenders to the Borrower Parties and the interest and payments thereon. Any failure to so record or any error in doing so shall not, also be evidenced by a promissory notehowever, limit or otherwise affect the obligation of the Borrower Parties hereunder to pay any amount owing with respect to the Obligations. In the event of any conflict between the accounts and records maintained by any ▇▇▇▇▇▇ and the accounts and records of Administrative Agent in respect of such eventmatters, the accounts and records of Administrative Agent shall control in the absence of manifest error. (b) Upon the request of any ▇▇▇▇▇▇ made through Administrative Agent, each Borrower shall promptly prepare, execute and deliver to such Lender (through Administrative Agent) a promissory note Note, which shall evidence such Lender’s Loans in addition to such accounts or records. Each Lender may attach schedules to its Note and endorse thereon the date, amount and maturity of its Loans and payments with respect thereto. Each Note shall: (a) be in the amount of the applicable Lender’s Lender Commitment; (b) be payable to such Lender at the principal office of the Administrative Agent; (or, if requested by such Lender, to such Lender and its registered assignsc) substantially bear interest in accordance with Section 2.06 hereof; (d) be in the form of Exhibit B-1, Exhibit B-2 or Exhibit B-3, as applicable B attached hereto (with blanks appropriately completed in conformity herewith); and (e) be made by the Borrowers. The Loans to be made by Lenders to Qualified Borrowers hereunder shall be evidenced by a promissory note of each a “Note”). such Qualified Borrower. Each Qualified Borrower Note shall (a) be in the amount of the Loans to be advanced to such Qualified Borrower; (b) Each Lender will note on its internal records the amount of each Loan made by it and each payment in respect thereof and prior to any transfer of any of its Notes will endorse on the reverse side thereof the outstanding principal amount of Loans evidenced thereby. Failure to make any such notation or any error in such notation shall not affect Borrower’s obligations in respect of such Loans. For the avoidance of doubt, be payable to the extent any conflict arises between Administrative Agent for the records maintained pursuant to this Section and account of the RegisterLenders, at the Register shall control. principal office of Administrative Agent; (c) Notwithstanding anything bear interest in accordance with Section 2.06; (d) be in the form of Exhibit O attached hereto (with blanks appropriately completed in conformity herewith); and (e) be duly executed by such Qualified Borrower. Each Borrower agrees, from time to time, upon the contrary contained above in this Section 2.05 request of the Administrative Agent or elsewhere in this Agreementany affected Lender, to reissue new Notes shall only be delivered to Lenders that at any time specifically request the delivery of such Notes. No failure of any Lender to request or obtain a Note evidencing its Loans to Borrower shall affect or in any manner impair the obligations of Borrower to pay the Loans (and all related Obligations) incurred by Borrower which would otherwise be evidenced thereby in accordance with the requirements terms and in the form heretofore provided, to any Lender and any Assignee of this Agreementsuch Lender in accordance with Section 13.14 hereof, in renewal of and shall not in any way affect substitution for the security or guarantees therefor provided pursuant Note previously issued by the Borrowers to the 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 the preceding clause (b). At any time when any Lender requests the delivery of a Note to evidence any of its Loans, Borrower shall promptly execute and deliver to the respective Lender the requested Note in the appropriate amount or amounts to evidence such Loansaffected Lender.

Appears in 1 contract

Sources: Revolving Credit Agreement (Overland Advantage)

Notes. (a) ▇▇▇▇▇▇▇▇’s obligation to pay the principal of, and interest on, the The Revolving Loans made by each Lender shall be evidenced by a single Revolving Note, dated the Closing Date, payable to the order of such Lender in a maximum principal amount equal to the Register maintained by amount of its Revolving Loan Commitment as originally in effect and otherwise duly completed. The Borrower hereby irrevocably authorizes each Lender to make (or cause to be made) appropriate notations on the Administrative Agent pursuant grid attached to Section 13.04 and shallsuch Lender's Revolving Note (or on any continuation of such grid), which notations, if requested by made, shall evidence, inter alia, the date of, the outstanding principal of, and the interest rate applicable to, the Revolving Loans evidenced thereby. Such notations shall be rebuttable presumptive evidence of the matters evidenced thereby; provided, however, that the failure of any Lender to make any such ▇▇▇▇▇▇, also be evidenced by a promissory note. In such event, notations shall not limit or otherwise affect any Obligations of the Borrower shall promptly prepare, execute and deliver to such Lender a promissory note payable to such Lender (or, if requested by such Lender, to such Lender and its registered assigns) substantially in the form of Exhibit B-1, Exhibit B-2 or Exhibit B-3, as applicable (each a “Note”)any other Obligor. (b) Each The Term Loans made by each Lender will note on its internal records shall be evidenced by a single Term Note, dated the Closing Date, payable to the order of such Lender in a principal amount equal to the amount of the Term Loan of such Lender and otherwise duly completed. The Borrower hereby irrevocably authorizes each Loan made by it and each payment in respect thereof and prior Lender to any transfer of any of its Notes will endorse make (or cause to be made) appropriate notations on the reverse side thereof grid attached to such Lender's Term Note (or on any continuation of such grid), which notations, if made, shall evidence, inter alia, the date of, the outstanding principal amount of of, and the interest rate applicable to, the Term Loans evidenced thereby. Failure to make any such notation or any error in such notation Such notations shall not affect Borrower’s obligations in respect be rebuttable presumptive evidence of such Loans. For the avoidance of doubtmatters evidenced thereby; provided, to however, that the extent any conflict arises between the records maintained pursuant to this Section and the Register, the Register shall control. (c) Notwithstanding anything to the contrary contained above in this Section 2.05 or elsewhere in this Agreement, Notes shall only be delivered to Lenders that at any time specifically request the delivery of such Notes. No failure of any Lender to request or obtain a Note evidencing its Loans to Borrower shall affect or in make any manner impair the obligations of Borrower to pay the Loans (and all related Obligations) incurred by Borrower which would otherwise be evidenced thereby in accordance with the requirements of this Agreement, and such notations shall not in limit or otherwise affect any way affect Obligations of the security Borrower or guarantees therefor provided pursuant to the 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 the preceding clause (b). At any time when any Lender requests the delivery of a Note to evidence any of its Loans, Borrower shall promptly execute and deliver to the respective Lender the requested Note in the appropriate amount or amounts to evidence such Loansother Obligor.

Appears in 1 contract

Sources: Credit and Guaranty Agreement (Key Components Finance Corp)

Notes. (a) ▇▇▇▇▇▇▇▇’s obligation to pay If requested by the principal ofrelevant Revolver Lender, and interest on, each Revolver Lender's Revolving Loans under the Loans made by each Lender Revolving Commitment shall be evidenced by Revolving Notes executed by each Borrower, each such Note being payable to the order of such Revolver Lender in a maximum principal amount equal to such Revolver Lender's Revolver Percentage of the Register maintained original applicable Revolving Commitment Amount. If requested by the relevant Term Lender, each Term Lender's Term Loans under the Term Commitment shall be evidenced by Term Notes executed by each Borrower, each such Term Note being payable to the order of such Term Lender in a maximum principal amount equal to such Term Lender's Term Percentage of the original applicable Term Loan Amount. Whether or not a Loan is evidenced by a Note, the Borrowers hereby irrevocably designate the Administrative Agent pursuant to Section 13.04 serve as their agent, solely for the purposes of this section, to maintain a register (the "Register") on which the Administrative Agent will record the name and shall, if requested by such ▇▇▇▇▇▇, also be evidenced by a promissory note. In such event, Borrower shall promptly prepare, execute and deliver to such Lender a promissory note payable to such Lender (or, if requested by such address of each Lender, to such Lender and its registered assigns) substantially the Commitments and Loans and each repayment in respect of the form of Exhibit B-1, Exhibit B-2 or Exhibit B-3, as applicable (each a “Note”). (b) Each Lender will note on its internal records the principal amount of the Loans of each Loan made by it and each Lender from time to time. No payment in with respect thereof and prior to any transfer of any of its Notes will endorse on the reverse side thereof the outstanding principal amount and interest applicable for each of the Loans evidenced therebyshall be made to any Person other than the Person identified in such Register as the Lender with respect to such Loan. Failure to make any such notation recordation or any error errors in such notation recordation shall not limit or otherwise affect Borrower’s the Borrowers' obligations in respect of such LoansLoans or otherwise limit or affect any Obligations of any of the Borrowers. For the avoidance of doubt, to the extent any conflict arises between the records maintained pursuant to this Section and the Register, The entries in the Register shall control. be conclusive and binding on the Borrowers absent manifest error. The Borrowers hereby irrevocably authorize each Lender to make (cor cause to be made) Notwithstanding anything appropriate notations on the grid attached to such Lender's Notes (or on any continuation of such grid) or on such Lender's records, 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 contrary contained above in this Section 2.05 or elsewhere in this AgreementLoans evidenced thereby. Such notations shall be conclusive and binding on the Borrowers absent manifest error; provided, Notes shall only be delivered to Lenders however, that at any time specifically request the delivery of such Notes. No failure of any Lender to request or obtain a Note evidencing its Loans to Borrower shall affect or in make any manner impair the obligations of Borrower to pay the Loans (and all related Obligations) incurred by Borrower which would otherwise be evidenced thereby in accordance with the requirements of this Agreement, and such notations shall not in limit or otherwise affect any way affect the security or guarantees therefor provided pursuant to the 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 the preceding clause (b). At any time when any Lender requests the delivery Obligations of a Note to evidence any of its Loans, Borrower shall promptly execute and deliver to the respective Lender the requested Note in the appropriate amount or amounts to evidence such LoansBorrowers.

Appears in 1 contract

Sources: Credit Agreement (U.S. Shipping Partners L.P.)

Notes. (a) ▇▇▇▇▇▇▇▇’s obligation to pay the principal of, and interest onIf requested by any Bank, the Loans made by each Lender of such Bank shall be evidenced in the Register maintained by the Administrative Agent pursuant to Section 13.04 and shall, if requested by such ▇▇▇▇▇▇, also be evidenced by a promissory note. In such event, single Note made by the Borrower shall promptly prepare, execute and deliver to such Lender a promissory note each Qualified Borrower payable to the order of such Lender (or, if requested by such Lender, to such Lender and Bank for the account of its registered assigns) substantially in the form of Exhibit B-1, Exhibit B-2 or Exhibit B-3, as applicable (each a “Note”)Applicable Lending Office. (b) Each Lender will note Bank may, by notice to the Borrower and the Administrative Agent, request that its Loans of a particular type (including Competitive Bid Loans) be evidenced by a separate Note in an amount equal to the aggregate unpaid principal amount of such Loans. Any additional costs incurred by the Administrative Agent, the Borrower or the Banks in connection with preparing such a Note shall be at the sole cost and expense of the Bank requesting such Note. In the event any Loans evidenced by such a Note are paid in full prior to the Maturity Date, any such Bank shall return such Note to the Borrower. Each such Note shall be in substantially the form of Exhibit A-2 hereto with appropriate modifications to reflect the fact that it evidences solely Loans of the relevant type. Upon the execution and delivery of any such Note, any existing Note payable to such Bank shall be replaced or modified accordingly. Each reference in this Agreement to the “Note” of such Bank shall be deemed to refer to and include any or all of such Notes, as the context may require. (c) Upon receipt of each Bank’s Note pursuant to Section 3.1(a), the Administrative Agent shall forward such Note to such Bank. Each Bank shall record on its internal Note or in the accounts and records of each Bank, the amount date, amount, type and maturity of each Loan made by it and the date and amount of each payment of principal made by the Borrower or the applicable Qualified Borrower with respect thereto, and may, if such Bank so elects in respect thereof and prior to connection with any transfer of any or enforcement of its Notes will Note, endorse on the reverse side thereof appropriate schedule appropriate notations to evidence the outstanding principal amount foregoing information with respect to each such Loan then outstanding; provided that the failure of Loans evidenced thereby. Failure any Bank to make any such notation recordation or any error in such notation endorsement shall not affect Borrower’s the obligations in respect of the Borrower or applicable Qualified Borrower hereunder or under the Notes. Each Bank is hereby irrevocably authorized by the Borrower and each Qualified Borrower so to endorse its Note and to attach to and make a part of its Note a continuation of any such Loans. For the avoidance of doubt, to the extent any conflict arises between the records maintained pursuant to this Section schedule as and the Register, the Register shall controlwhen required. (cd) Notwithstanding anything to The Committed Loans shall mature, and the contrary contained above in this Section 2.05 or elsewhere in this Agreementprincipal amount thereof shall be due and payable, Notes shall only be delivered to Lenders that at any time specifically request on the delivery of such Notes. No failure of any Lender to request or obtain a Note evidencing its Loans to Borrower shall affect or Maturity Date. (e) Each Competitive Bid Loan included in any manner impair the obligations of Borrower to pay the Loans (and all related Obligations) incurred by Borrower which would otherwise be evidenced thereby in accordance with the requirements of this AgreementCompetitive Bid Borrowing shall mature, and the principal amount thereof shall not in any way affect be due and payable, together with accrued interest thereon, on the security earlier to occur of (i) the last day of the Interest Period applicable to such Borrowing or guarantees therefor provided pursuant to (ii) the 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 the preceding clause (b). At any time when any Lender requests the delivery of a Note to evidence any of its Loans, Borrower shall promptly execute and deliver to the respective Lender the requested Note in the appropriate amount or amounts to evidence such LoansMaturity Date.

Appears in 1 contract

Sources: Revolving Credit Agreement (Erp Operating LTD Partnership)

Notes. (a) ▇▇▇▇▇▇▇▇’s obligation to pay the principal of, and interest on, the The Revolving Credit Loans made by each Revolving Credit Lender shall be evidenced in the Register maintained by the Administrative Agent pursuant to Section 13.04 and shall, if requested by such ▇▇▇▇▇▇, also be evidenced by a promissory note. In Revolving Credit Note, duly executed on behalf of the Borrowers, dated the 42 Closing Date, payable to the order of each such event, Borrower shall promptly prepare, execute and deliver Revolving Credit Lender in an aggregate principal amount equal to such Lender a promissory note payable to such Lender (or, if requested by such Revolving Credit Lender, to such Lender and its registered assigns) substantially in the form of Exhibit B-1, Exhibit B-2 or Exhibit B-3, as applicable (each a “Note”)’s Commitment. (b) Each Lender will note on its internal records the amount of each Loan The Swingline Loans made by it and each payment the Swingline Lender shall be evidenced by a Swingline Note, duly executed on behalf of the Borrowers, dated the Closing Date, payable to the order of the Swingline Lender, in respect thereof and prior to any transfer of any of its Notes will endorse on the reverse side thereof the outstanding an aggregate principal amount of Loans evidenced thereby. Failure to make any such notation or any error in such notation shall not affect Borrower’s obligations in respect of such Loans. For the avoidance of doubt, equal to the extent any conflict arises between the records maintained pursuant to this Section and the Register, the Register shall controlSwingline Loan Ceiling. (c) Notwithstanding anything Each Lender is hereby authorized by the applicable Borrowers to the contrary contained above in this Section 2.05 or elsewhere in this Agreement, Notes shall only be endorse on a schedule attached to each Note delivered to Lenders that at any time specifically request the delivery such Lender (or on a continuation of such Notes. No schedule attached to such Note and made a part thereof), or otherwise to record in such Lender’s internal records, an appropriate notation evidencing the date and amount of each Loan from such Lender, each payment and prepayment of principal of any such Loan, each payment of interest on any such Loan and the other information provided for on such schedule; provided, however, that the failure of any Lender to request make such a notation or obtain a Note evidencing its Loans any error therein shall not affect the obligation of any Borrowers to Borrower shall affect or in any manner impair the obligations of Borrower to pay repay the Loans (and all related Obligations) incurred made by Borrower which would otherwise be evidenced thereby such Lender in accordance with the requirements terms of this Agreement, Agreement and shall not in any way affect the security or guarantees therefor provided pursuant applicable Notes. (d) Upon receipt of an affidavit of a Lender as to the various Credit Documents. Any Lender that does not have loss, theft, destruction or mutilation of such Lender’s Note and upon cancellation of such Note, the Borrowers will issue, in lieu thereof, a replacement Note evidencing its outstanding Loans shall in no event be required to make the notations otherwise described favor of such Lender, in the preceding clause (b). At any time when any Lender requests the delivery same principal amount thereof and otherwise of a Note to evidence any of its Loans, Borrower shall promptly execute and deliver to the respective Lender the requested Note in the appropriate amount or amounts to evidence such Loanslike tenor.

Appears in 1 contract

Sources: Credit Agreement (American Apparel, Inc)

Notes. (a) ▇▇▇▇▇▇▇▇’s Each Borrower's obligation to pay the principal of, and interest on, repay the Loans made to it by each Lender shall be evidenced in the Register maintained by the Administrative Agent pursuant to Section 13.04 and shall, if requested by such ▇▇▇▇▇▇, also be evidenced by a promissory note. In single Note of such event, Borrower shall promptly prepare, execute and deliver payable to the order of such Lender a promissory note payable to such Lender (or, if requested by such Lender, to such Lender and for the account of its registered assigns) substantially in the form of Exhibit B-1, Exhibit B-2 or Exhibit B-3, as applicable (each a “Note”)Applicable Lending Office. (b) Each Lender will note on its internal records may, by notice to a Borrower and the Administrative Agent, request that such Borrower's obligation to repay such Lender's Loans of a particular Type or Class to such Borrower be evidenced by a separate Note. Each such Note shall be in substantially the form of Exhibit A hereto with appropriate modifications to reflect the fact that it relates solely to Loans of the relevant Type. Each reference in this Agreement to the "NOTE" of such Borrower payable to the order of such Lender shall be deemed to refer to and include any or all of such Notes, as the context may require. (c) Promptly after it receives a Note for any Lender pursuant to Section 3.01(a) or Section 3.05(a), the Administrative Agent shall forward such Note to such Lender. Each Lender shall record the date, amount and maturity of each Loan made by it to each Borrower and the date and amount of each payment of principal made with respect thereto, and may, if such Lender so elects in respect thereof and prior to connection with any transfer or enforcement of its Note of any of its Notes will Borrower, endorse on the reverse side schedule forming a part thereof appropriate notations to evidence the outstanding principal amount foregoing information with respect to each of its Loans evidenced thereby. Failure to such Borrower then outstanding; provided that a Lender's failure to make any such notation (or any error in making) any such notation recordation or endorsement shall not affect any Borrower’s 's obligations in respect hereunder or under its Notes. Each Lender is hereby irrevocably authorized by each Borrower so to endorse such Borrower's Note payable to the order of such Loans. For the avoidance of doubt, Lender and to the extent any conflict arises between the records maintained pursuant attach to this Section and the Register, the Register shall control. (c) Notwithstanding anything to the contrary contained above in this Section 2.05 or elsewhere in this Agreement, Notes shall only be delivered to Lenders that at any time specifically request the delivery make a part of such Notes. No failure Note a continuation of any Lender to request or obtain a Note evidencing its Loans to Borrower shall affect or in any manner impair the obligations of Borrower to pay the Loans (such schedule as and all related Obligations) incurred by Borrower which would otherwise be evidenced thereby in accordance with the requirements of this Agreement, and shall not in any way affect the security or guarantees therefor provided pursuant to the 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 the preceding clause (b). At any time when any Lender requests the delivery of a Note to evidence any of its Loans, Borrower shall promptly execute and deliver to the respective Lender the requested Note in the appropriate amount or amounts to evidence such Loansrequired.

Appears in 1 contract

Sources: Credit Agreement (TRW Inc)

Notes. (a) ▇▇▇▇▇▇▇▇’s obligation The Advances, as to pay the principal ofeach Investor, and interest on, the Loans made by each Lender shall be evidenced in the Register maintained by the Administrative Agent pursuant to Section 13.04 and shall, if requested by such ▇▇▇▇▇▇, also be evidenced by a promissory note. In such event, Borrower shall promptly prepare, execute and deliver to such Lender a promissory note payable to such Lender (or, if requested by such Lender, to such Lender and its registered assigns) single Note substantially in the form of Exhibit B-1A hereto payable to the order of such Investor or, Exhibit B-2 in the case of any CP Conduit, to the order of the collateral agent (or Exhibit B-3similar secured party) for its Conduit Support Providers, as applicable (or a nominee thereof, in an amount equal to such Investor’s initial Commitment and dated the Closing Date. Upon receipt of a Note pursuant to Section 3.1 or in connection with a purchase by assignment of an Advance, each a “Note”). (b) Each Lender will note on its internal records Investor shall record the date, amount and maturity of each Loan Advance made by it and the date and amount of each payment of principal made by the Issuer with respect thereto, and may, if such Investor so elects in respect thereof and prior to connection with any transfer or enforcement of any of its Notes will the Note, endorse on the reverse side schedule forming a part thereof appropriate notations to evidence the outstanding principal amount foregoing information with respect to each Advance of Loans evidenced thereby. Failure such Investor then outstanding; provided that the failure of any Investor to make any such notation or any error in such notation endorsement shall not affect Borrowerthe obligations of the Issuer hereunder or under such Investor’s obligations in respect Note. Each Investor is hereby irrevocably authorized by the Issuer to endorse such Investor’s Note and to attach to and make a part of such LoansNote a continuation of any such schedule as and when required or necessary. For Notwithstanding the avoidance foregoing, the Investor Agent’s record of doubt, to the extent any conflict arises between the records maintained pursuant to this Section date and amount of each Advance made by an Investor and the Registerdate and amount of each assignment, the Register borrowing, payment and/or repayment of principal thereof shall control. (c) Notwithstanding anything to the contrary contained above in this Section 2.05 or elsewhere in this Agreement, be deemed correct absent manifest error. The Notes shall only be delivered to Lenders that executed on behalf of the Issuer by one of the Authorized Officers of the Issuer. The signature of such Authorized Officer on the Notes may be manual or facsimile. Notes bearing the manual or facsimile signatures of individuals who were at any time specifically request the Authorized Officers of the Issuer shall bind the Issuer, notwithstanding the fact that such individuals or any of them have ceased to hold such offices prior to the authentication and delivery of such Notes or did not hold such offices at the date of issuance of such Notes. No failure At any time and from time to time after the execution and delivery of this Note Purchase Agreement, the Issuer may deliver Notes executed by the Issuer to the Trustee for authentication and the Trustee, upon Issuer order, shall authenticate and deliver such Notes as provided in this Note Purchase Agreement and not otherwise. Each Note authenticated and delivered by the Trustee to or upon Issuer order on the Closing Date shall be dated as of the Closing Date. All other Notes that are authenticated after the Closing Date for any Lender to request other purpose under this Note Purchase Agreement shall be dated the date of their authentication. Notes issued upon transfer, exchange or obtain a Note evidencing its Loans to Borrower replacement of other Notes shall affect or in any manner impair the obligations of Borrower to pay the Loans (and all related Obligations) incurred by Borrower which would otherwise be evidenced thereby issued in accordance with Section 12.1 in authorized denominations reflecting the requirements original aggregate principal amount of the Notes so transferred, exchanged or replaced, but shall represent only the current outstanding principal amount of the Notes so transferred, exchanged or replaced. In the event that any Note is divided into more than one Note in accordance with this AgreementSection and/or Section 12.1, the original principal amount of such Note shall be proportionately divided among the Notes delivered in exchange therefor and shall be deemed to be the original aggregate principal amount of such subsequently issued Notes. No Note shall be entitled to any benefit under this Note Purchase agreement or be valid or obligatory for any purpose, unless there appears on such Note a certificate of authentication, in the form provided for in Exhibit A, executed by the Trustee by the manual signature of one of its Responsible Officers, and such certificate upon any Note shall not in any way affect be conclusive evidence, and the security or guarantees therefor provided pursuant to the various Credit Documents. Any Lender only evidence, that does not have a such Note evidencing its outstanding Loans shall in no event be required to make the notations otherwise described in the preceding clause (b). At any time when any Lender requests the delivery of a Note to evidence any of its Loans, Borrower shall promptly execute has been duly authenticated and deliver to the respective Lender the requested Note in the appropriate amount or amounts to evidence such Loansdelivered hereunder.

Appears in 1 contract

Sources: Note Purchase Agreement (NewStar Financial, Inc.)

Notes. (a) ▇▇▇▇▇▇▇▇’s obligation to pay the principal of, and interest on, Any Bank Party may request that the Loans made by each Lender shall be evidenced in the Register maintained by the Administrative Agent pursuant to Section 13.04 and shall, if requested by and/or L/C Borrowings of such ▇▇▇▇▇▇, also Bank be evidenced by a promissory note. In such event, Borrower shall promptly prepare, execute and deliver to such Lender a promissory note single Note payable to the order of such Lender (or, if requested by Bank Party for the account of its Applicable Lending Office in an amount equal to the aggregate unpaid principal amount of such Lender, to such Lender and its registered assigns) substantially in the form of Exhibit B-1, Exhibit B-2 or Exhibit B-3, as applicable (each a “Note”)Bank Party’s Loans and/or L/C Borrowings. (b) Each Lender will note on Bank Party that has requested that its internal records Loans and/or L/C Borrowings be evidenced by a Note may, by notice to the Borrower and the Administrative Agent, request that its Loans and/or L/C Borrowings of a particular Type be evidenced by a separate Note in an amount of each Loan made by it and each payment in respect thereof and prior equal to any transfer of any of its Notes will endorse on the reverse side thereof the outstanding aggregate unpaid principal amount of such Loans evidenced therebyand/or L/C Borrowings. Failure Each such Note shall be in substantially the form of Exhibit A hereto with appropriate modifications to make any such notation or any error reflect the fact that it evidences solely Loans and/or L/C Borrowings of the relevant Type. Each reference in such notation shall not affect Borrower’s obligations in respect this Agreement to the “Note” of such Loans. For Bank Party shall be deemed to refer to and include any or all of such Notes, as the avoidance of doubt, to the extent any conflict arises between the records maintained pursuant to this Section and the Register, the Register shall controlcontext may require. (c) Notwithstanding anything Upon the Administrative Agent’s receipt of each Note that was requested by a Bank Party pursuant to Section 3.01(b), the contrary contained above Administrative Agent shall forward such Note to such Bank Party. Each Bank Party shall record the date, amount, type and maturity of each Loan and/or L/C Borrowings made by it and the date and amount of each payment of principal made by the Borrower with respect thereto, and may, if such Bank Party so elects in this Section 2.05 connection with any transfer or elsewhere in this Agreementenforcement of its Note, Notes shall only be delivered endorse on the schedule forming a part thereof appropriate notations to Lenders evidence the foregoing information with respect to each such Loan and/or L/C Borrowings then outstanding; provided that at any time specifically request the delivery of such Notes. No failure of any Lender Bank Party to request make any such recordation or obtain a Note evidencing its Loans to Borrower endorsement shall not affect or in any manner impair the obligations of the Borrower hereunder or under the Notes. Each Bank Party is hereby irrevocably authorized by the Borrower so to pay endorse its Note and to attach to and make a part of its Note a continuation of any such schedule as and when required. (d) Any Note evidencing a Loan (as such term is defined in the Loans (and all related ObligationsExisting Credit Agreement) incurred by Borrower which would otherwise made prior to the Amendment Effective Date may be evidenced thereby in accordance with exchanged upon request of the requirements of this Agreementrelevant Bank, made through the Administrative Agent, and shall not in any way affect the security or guarantees therefor provided pursuant simultaneous surrender of such Note to the various Credit Documents. Any Lender that does not have a Note Borrower through the Administrative Agent in exchange for one or more new Notes evidencing its outstanding the 2017 Loans shall in no event be required to make and the notations otherwise described in the preceding clause (b). At any time when any Lender requests the delivery of a Note to evidence any of its 2018 Loans, Borrower shall promptly execute and deliver to respectively, outstanding hereunder, if any, as of the respective Lender the requested Note in the appropriate amount or amounts to evidence such LoansAmendment Effective Date.

Appears in 1 contract

Sources: Revolving Credit Agreement (National Rural Utilities Cooperative Finance Corp /Dc/)

Notes. (a) ▇▇▇▇▇▇▇▇Each Borrower’s obligation to pay the principal of, and interest on, the Loans made by each Lender shall be evidenced in the Register maintained by the Administrative Agent pursuant to Section 13.04 13.15 and shall, if requested by such ▇▇▇▇▇▇Lender, also be evidenced (i) in the case of Term Loans, by a promissory note. In such event, note duly executed and delivered by the U.S. Borrower shall promptly prepare, execute and deliver to such Lender a promissory note payable to such Lender (or, if requested by such Lender, to such Lender and its registered assigns) substantially in the form of Exhibit B-1G, Exhibit B-2 or Exhibit B-3with blanks appropriately completed in conformity herewith (each, as applicable (each a “Term Note” and, collectively, the “Term Notes”), (ii) in the case of Revolving Loans, by a promissory note duly executed and delivered by the Borrowers substantially in the form of Exhibit H, with blanks appropriately completed in conformity herewith (each, a “Revolving Note” and, collectively, the “Revolving Notes”), and (iii) in the case of Swingline Loans, by a promissory note duly executed and delivered by the U.S. Borrower substantially in the form of Exhibit I, with blanks appropriately completed in conformity herewith (the “Swingline Note”). (b) Each Lender will note on its internal records the amount of each Loan made by it and each payment in respect thereof and prior to any transfer of any of its Notes will endorse on the reverse side thereof the outstanding principal amount of Loans evidenced thereby. Failure to make any such notation or any error in such notation shall not affect any Borrower’s obligations in respect of such Loans. For the avoidance of doubt, to the extent any conflict arises between the records maintained pursuant to this Section and the Register, the Register shall control. (c) Notwithstanding anything to the contrary contained above in this Section 2.05 2.6 or elsewhere in this Agreement, Notes shall only be delivered to Lenders that which at any time specifically request the delivery of such Notes. No failure of any Lender to request or obtain a Note evidencing its Loans to any Borrower shall affect or in any manner impair the obligations of any Borrower to pay the Loans (and all related Obligations) incurred by such Borrower which would otherwise be evidenced thereby in accordance with the requirements of this Agreement, and shall not in any way affect the security or guarantees guaranties therefor provided pursuant to the various Credit Loan Documents. Any Lender that which does not have a Note evidencing its outstanding Loans shall in no event be required to make the notations otherwise described in the preceding clause (b). At any time when any Lender requests the delivery of a Note to evidence any of its Loans, the applicable Borrower shall promptly execute and deliver to the respective Lender the requested Note in the appropriate amount or amounts to evidence such Loans.

Appears in 1 contract

Sources: Credit and Guaranty Agreement (FTT Holdings, Inc.)

Notes. (a) ▇▇▇▇▇▇▇▇’s obligation to pay the principal of, and interest on, the The Facility A Syndicated Loans made by of each Lender Bank shall be evidenced in the Register maintained by the Administrative Agent pursuant to Section 13.04 and shall, if requested by such ▇▇▇▇▇▇, also be evidenced by a promissory note. In such event, Borrower shall promptly prepare, execute and deliver to such Lender a promissory note single Facility A Syndicated Note payable to the order of such Lender (or, if requested by Bank for the account of its Lending Office in an amount equal to the original principal amount of such Lender, to such Lender and its registered assigns) substantially in the form of Exhibit B-1, Exhibit B-2 or Exhibit B-3, as applicable (each a “Note”)Bank's Facility A Commitment. (bc) Each Lender will note on The Facility A Money Market Loans made by any Bank to the Borrower shall be evidenced by a single Facility A Money Market Note payable to the order of such Bank for the account of its internal records Lending Office. (d) The Facility B Money Market Loans made by any Bank to the amount Borrower shall be evidenced by a single Facility B Money Market Note payable to the order of such Bank for the account of its Lending Office. (e) Upon receipt of each Loan made by it and each payment in respect thereof Bank's Notes pursuant to Section 3.01, the Agent shall deliver such Notes to such Bank. Each Bank shall record, and prior to any transfer of any of its Notes will shall endorse on the reverse side schedule forming a part thereof appropriate notations to evidence, the outstanding date, amount and maturity of, and effective interest rate for, each Loan made by it endorsed by such Note, the date and amount of each payment of principal made by the Borrower with respect thereto and whether, in the case of such Bank's Syndicated Notes, such Syndicated Loan evidenced by such Note is a Base Rate Loan or Euro-Dollar Loan, and such schedule shall constitute rebuttable presumptive evidence of the principal amount owing and unpaid on such Bank's Notes; provided that the failure of Loans evidenced thereby. Failure any Bank to make any such notation make, or any error in making, any such notation recordation or endorsement shall not affect Borrower’s obligations in respect the obligation of such Loans. For the avoidance Borrower hereunder or under the Notes or the ability of doubt, any Bank to the extent any conflict arises between the records maintained pursuant to this Section and the Register, the Register shall control. (c) Notwithstanding anything to the contrary contained above in this Section 2.05 or elsewhere in this Agreement, Notes shall only be delivered to Lenders that at any time specifically request the delivery of such assign its Notes. No failure Each Bank is hereby irrevocably authorized by the Borrower so to endorse its Notes and to attach to and make a part of any Lender to request or obtain Note a Note evidencing its Loans to Borrower shall affect or in continuation of any manner impair the obligations of Borrower to pay the Loans (such schedule as and all related Obligations) incurred by Borrower which would otherwise be evidenced thereby in accordance with the requirements of this Agreement, and shall not in any way affect the security or guarantees therefor provided pursuant to the 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 the preceding clause (b). At any time when any Lender requests the delivery of a Note to evidence any of its Loans, Borrower shall promptly execute and deliver to the respective Lender the requested Note in the appropriate amount or amounts to evidence such Loansrequired.

Appears in 1 contract

Sources: Credit Agreement (Consolidated Papers Inc)

Notes. (a) ▇▇▇▇▇▇▇▇’s obligation to pay the principal of, and interest on, the The Facility A Loans made by each Lender shall be evidenced by a single promissory note of the Company substantially in the Register maintained form of Exhibit A-1 hereto, dated the Effective Date, payable to such Lender in a principal amount equal to the amount of its Facility A Commitment as originally in effect and otherwise duly completed. (b) The Facility B Loan made by the Administrative Agent pursuant to Section 13.04 and shall, if requested by such ▇▇▇▇▇▇, also each Lender shall be evidenced by a single promissory notenote of the Company substantially in the form of Exhibit A-2 hereto, dated the Effective Date, payable to such Lender in a principal amount equal to the amount of its Facility B Commitment as originally in effect and otherwise duly completed. (c) The date, amount, Type, interest rate and duration of Interest Period (if applicable) of each Loan of each Class made by each Lender, and each payment made on account of the principal thereof, shall be recorded by such Lender on its books and, prior to any transfer of the Note evidencing the Loans of such Class held by it, endorsed by such Lender on the schedule attached to such Note or any continuation thereof; provided that the failure of such Lender to make any such recordation or endorsement or an error therein shall not affect the obligations of the Company to make a payment when due of any amount owing hereunder or under such Note in respect of the Loans to be evidenced by such Note. (d) No Lender shall be entitled to have its Notes subdivided, by exchange for promissory notes of lesser denominations or otherwise, except in connection with a permitted assignment of all or any portion of such Lender's relevant Commitments, Loans and Notes pursuant to Section 11.06(b) hereof. (e) Notwithstanding the foregoing, any Lender that is not a U.S. Person and is not a "bank" within the meaning of Section 881(c)(3)(A) of the Code may request the Company (through the Agent), and the Company agrees thereupon, to record on the Register referred to in Section 11.06(g) hereof any Facility B Loans held by such Lender under this Agreement. In such eventLoans recorded on the Register ("Registered Loans") may not be evidenced by promissory notes other than Registered Notes as defined below and, Borrower upon the registration of any Facility B Loan, any promissory note (other than a Registered Note) evidencing the same shall promptly preparebe null and void and shall be returned to the Company. The Company agrees, at the request of any Lender that is the holder of Registered Loans, to execute and deliver to such Lender a promissory note in registered form to evidence such Registered Loans and registered as provided in Section 11.06(g) hereof (herein, a "Registered Note"), dated the Effective Date, payable to such Lender and otherwise duly completed. A Facility B Loan once recorded on the Register may not be removed from the Register so long as it remains outstanding and a Registered Note may not be exchanged for a promissory note that is not a Registered Note. Credit Agreement 23 29 2.08 Optional Prepayments and Conversions or Continuations of Loans. Subject to Section 4.04 hereof, the Company shall have the right to prepay Loans, or to Convert Loans of one Type into Loans of another Type or Continue Loans of one Type as Loans of the same Type, at any time or from time to time, provided that: (ora) the Company shall give the Agent notice of each such prepayment, if requested by Conversion or Continuation as provided in Section 4.05 hereof (and, upon the date specified in any such Lendernotice of prepayment, the amount to such Lender be prepaid shall become due and its registered assigns) substantially in the form of Exhibit B-1, Exhibit B-2 or Exhibit B-3, as applicable (each a “Note”payable hereunder).; (b) Each Lender will note Eurodollar Loans may be prepaid or Converted on its internal records any Business Day, provided that, if such prepayment or Conversion falls on a day other than the amount last day of each Loan made by it and each payment in respect thereof and prior to any transfer of any of its Notes will endorse on the reverse side thereof the outstanding principal amount of Loans evidenced thereby. Failure to make any such notation or any error in such notation shall not affect Borrower’s obligations in respect of an Interest Period for such Loans. For the avoidance of doubt, to the extent any conflict arises between the records maintained pursuant to this Section and the Register, the Register Company shall control.pay any and all amounts required by Section 5.05 hereof as a result thereof; and (c) Notwithstanding anything to prepayments of the contrary contained above in Facility B Loans under this Section 2.05 or elsewhere 2.08 shall be applied ratably as among the remaining installments of the Facility B Loans. Notwithstanding the foregoing, and without limiting the rights and remedies of the Lenders under Section 9 hereof, in this Agreementthe event that any Event of Default shall have occurred and be continuing, Notes shall only be delivered to Lenders that at any time specifically request the delivery of such Notes. No failure of any Lender to request or obtain a Note evidencing its Loans to Borrower shall affect or in any manner impair the obligations of Borrower to pay the Loans Agent may (and at the request of the Majority Lenders shall) suspend the right of the Company to borrow any Loan as a Eurodollar Loan or to Convert any Loan into a Eurodollar Loan, or to Continue any Loan as a Eurodollar Loan, in which event all related ObligationsEurodollar Loans outstanding shall be automatically Converted (on the last day(s) incurred by Borrower which would otherwise be evidenced thereby in accordance with of the requirements of this Agreementrespective Interest Periods therefor) to, and shall not in any way affect the security or guarantees therefor provided pursuant to the various Credit Documents. Any Lender that does not have a Note evidencing its outstanding all Base Rate Loans shall in no event be required to make Continued, as the notations otherwise described in the preceding clause (b). At any time when any Lender requests the delivery of a Note to evidence any of its Loanscase may be, Borrower shall promptly execute and deliver to the respective Lender the requested Note in the appropriate amount or amounts to evidence such as Base Rate Loans.

Appears in 1 contract

Sources: Credit Agreement (Suiza Foods Corp)

Notes. (a) ▇▇▇▇▇▇▇▇’s The Loans made by each Bank and Local Affiliate and the Letters of Credit issued by the Issuing Agent shall be evidenced by one or more accounts or records maintained by such Bank or the Issuing Agent, as the case may be, in the ordinary course of business. The accounts or records maintained by the Issuing Agent and each Bank shall be conclusive in the absence of manifest error as to the amount of the Loans made by the Banks to the Borrowers and the Letters of Credit issued for the account of the Borrowers, and the interest and payments thereon. Any failure to record or any error in doing so shall not, however, limit or otherwise affect the obligation of the Borrowers hereunder to pay any amount owing with respect to any Loan or any Letter of Credit. (b) Each Borrower's obligation to pay the principal of, and interest on, the all Loans made by each Lender shall a Bank or its Local Affiliate to such Borrower shall, upon request by such Bank or its Local Affiliate, be evidenced in the Register maintained by the Administrative Agent pursuant to Section 13.04 and shall(i) if Revolving Loans, if requested by such ▇▇▇▇▇▇, also be evidenced by a promissory note. In such event, Borrower shall promptly prepare, execute note duly executed and deliver delivered to such Lender Bank by such Borrower in the form of Exhibit B-1 with blanks appropriately completed in conformity herewith (each, a "Revolving Note" and, collectively, the "Revolving Notes") and (ii) if Local Currency Loans, by a promissory note payable duly executed and delivered by such Borrower to such Lender (or, if requested by such Lender, to such Lender and Bank or its registered assigns) Local Affiliate substantially in the form of Exhibit B-1B-2 with blanks appropriately completed in conformity herewith (each, Exhibit B-2 or Exhibit B-3a "Local Currency Note" and, as applicable (each a “Note”collectively, the "Local Currency Notes"). (bc) Each Lender Bank will, and will cause its Local Affiliates, if any, to, note on its or such Local Affiliate's internal records the amount of each Loan made by it or such Local Affiliate, as the case may be, and each payment and conversion in respect thereof and will prior to any transfer of any of its Notes will endorse or such Local Affiliate's Notes, if any, endorse, or cause its Local Affiliates to endorse, on the reverse side thereof the outstanding principal amount of Loans evidenced thereby. Failure to make any such notation or any error in such notation shall not affect any Borrower’s 's obligations in respect of such Loans. For the avoidance of doubt, to the extent any conflict arises between the records maintained pursuant to this Section and the Register, the Register shall control. (c) Notwithstanding anything to the contrary contained above in this Section 2.05 or elsewhere in this Agreement, Notes shall only be delivered to Lenders that at any time specifically request the delivery of such Notes. No failure of any Lender to request or obtain a Note evidencing its Loans to Borrower shall affect or in any manner impair the obligations of Borrower to pay the Loans (and all related Obligations) incurred by Borrower which would otherwise be evidenced thereby in accordance with the requirements of this Agreement, and shall not in any way affect the security or guarantees therefor provided pursuant to the 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 the preceding clause (b). At any time when any Lender requests the delivery of a Note to evidence any of its Loans, Borrower shall promptly execute and deliver to the respective Lender the requested Note in the appropriate amount or amounts to evidence such Loans.

Appears in 1 contract

Sources: Credit Agreement (Artesyn Technologies Inc)

Notes. (a) ▇▇▇▇▇▇▇▇’s obligation The Trustee is hereby initially appointed Registrar for the purpose of registering Notes and transfers of Notes as herein provided. Subject to pay Sections 3.16 and 3.17, when Notes are presented to the Registrar or a co-Registrar with a request from the Holder of such Notes to register the transfer or exchange for an equal principal ofamount of Notes of other authorized denominations, such Registrar or co-Registrar shall register the transfer or make the exchange as requested if its requirements for such transaction are met; provided, however, that every Note presented or surrendered for registration of transfer or exchange shall be duly endorsed or be accompanied by a written instrument of transfer or exchange in form satisfactory to the Company and the Registrar or co-Registrar, duly executed by the Holder thereof or his attorney duly authorized in writing. Whenever any Notes are so presented for exchange, at the Registrar's or co-Registrar's written request, the Company shall execute, and interest onthe Trustee shall authenticate and deliver, the Loans made by Notes which the Holder making the exchange is entitled to receive, and each Lender Subsidiary Guarantor, if any, shall execute a notation on such Notes with respect to its Subsidiary Guarantee. No service charge shall be evidenced made to the Holder for any registration of transfer or exchange. The Company may require from the Holder payment of a sum sufficient to cover any transfer taxes or other governmental charge that may be imposed in relation to a transfer or exchange, but this provision shall not apply to any exchange pursuant to Section 10.10, 10.15 or 9.06 hereof (in which events the Company will be responsible for the payment of all such taxes which arise solely as a result of the transfer or exchange and do not depend on the tax status of the Holder). The Trustee shall not be required to exchange or register the transfer of any Note for a period of 15 days immediately preceding the first mailing of notice of redemption of Notes to be redeemed or of any Note selected, called or being called for redemption except, in the Register case of any Note where public notice has been given that such Note is to be redeemed in part, the portion thereof not to be redeemed. All Notes issued upon any registration of transfer or exchange of Notes shall be the valid obligations of the Company and each Subsidiary Guarantor, if any, evidencing the same Indebtedness, and entitled to the same benefits under this Indenture, as the Notes surrendered upon such registration of transfer or exchange. Any Holder of a beneficial interest in a Global Note shall, by acceptance of such beneficial interest, agree that transfers of beneficial interests in such Global Notes may be effected only through a book-entry system maintained by the Administrative Agent pursuant to Section 13.04 Holder of such Global Note (or its agent), and shall, if requested by such ▇▇▇▇▇▇, also be evidenced by that ownership of a promissory note. In such event, Borrower shall promptly prepare, execute and deliver to such Lender a promissory note payable to such Lender (or, if requested by such Lender, to such Lender and its registered assigns) substantially beneficial interest in the form of Exhibit B-1, Exhibit B-2 or Exhibit B-3, as applicable (each a “Note”). (b) Each Lender will note on its internal records the amount of each Loan made by it and each payment in respect thereof and prior to any transfer of any of its Notes will endorse on the reverse side thereof the outstanding principal amount of Loans evidenced thereby. Failure to make any such notation or any error in such notation Note shall not affect Borrower’s obligations in respect of such Loans. For the avoidance of doubt, to the extent any conflict arises between the records maintained pursuant to this Section and the Register, the Register shall control. (c) Notwithstanding anything to the contrary contained above in this Section 2.05 or elsewhere in this Agreement, Notes shall only be delivered to Lenders that at any time specifically request the delivery of such Notes. No failure of any Lender to request or obtain a Note evidencing its Loans to Borrower shall affect or in any manner impair the obligations of Borrower to pay the Loans (and all related Obligations) incurred by Borrower which would otherwise be evidenced thereby in accordance with the requirements of this Agreement, and shall not in any way affect the security or guarantees therefor provided pursuant to the 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 be reflected in the preceding clause (b). At any time when any Lender requests the delivery of a Note to evidence any of its Loans, Borrower shall promptly execute and deliver to the respective Lender the requested Note in the appropriate amount or amounts to evidence such Loansbook-entry system.

Appears in 1 contract

Sources: Indenture (Rhythms Net Connections Inc)

Notes. (a) ▇▇▇▇▇▇▇▇Each Borrower’s joint and several obligation to pay the principal of, and interest on, the Loans made by each Lender shall be evidenced in the Register maintained by the Administrative Agent pursuant to Section 13.04 13.15 and shall, if requested by such ▇▇▇▇▇▇Lender, also be evidenced (i) in the case of Revolving Loans, by a promissory note. In such event, note duly executed and delivered by each Borrower shall promptly prepare, execute and deliver to such Lender a promissory note payable to such Lender (or, if requested by such Lender, to such Lender and its registered assigns) substantially in the form of Exhibit B-1, Exhibit B-2 or Exhibit B-3with blanks appropriately completed in conformity herewith (each, as applicable (each a “Revolving Note” and, collectively, the “Revolving Notes”), and (ii) in the case of Swingline Loans, by a promissory note duly executed and delivered by each Borrower substantially in the form of Exhibit B-2, with blanks appropriately completed in conformity herewith (the “Swingline Note”). (b) Each Lender will note on its internal records the amount of each Loan made by it and each payment in respect thereof and prior to any transfer of any of its Notes will endorse record on the reverse side thereof the outstanding principal amount of Loans evidenced thereby. Failure to make any such notation or any error in such notation shall not affect any Borrower’s obligations in respect of such Loans. For the avoidance of doubt, to the extent any conflict arises between the records maintained pursuant to this Section and the Register, the Register shall control. (c) Notwithstanding anything to the contrary contained above in this Section 2.05 or elsewhere in this Agreement, Notes shall only be delivered to Lenders that which at any time specifically request the delivery of such Notes. No failure of any Lender to request request, obtain, maintain or obtain produce a Note evidencing its Loans to any Borrower shall affect affect, or in any manner impair impair, the obligations of any Borrower to pay the Loans (and all related Obligations) incurred by such Borrower which would otherwise be evidenced thereby in accordance with the requirements of this Agreement, and shall not in any way affect the security or guarantees guaranties therefor provided pursuant to the various any Credit DocumentsDocument. Any Lender that which does not have a Note evidencing its outstanding Loans shall in no event be required to make the notations otherwise described in the preceding clause (b). At any time when any Lender requests the delivery of a Note to evidence any of its Loans, the respective Borrower shall promptly execute and deliver to the respective Lender the requested Note in the appropriate amount or amounts to evidence such Loans.

Appears in 1 contract

Sources: Abl Credit Agreement (CVR Partners, Lp)

Notes. (a) ▇▇▇▇▇▇▇▇’s obligation to pay the principal of, and interest on, the Loans made by each Lender shall be evidenced in the Register maintained by the Administrative Agent pursuant to Section 13.04 and The Borrower shall, if requested by such ▇▇▇▇▇▇, also be evidenced by a promissory note. In such event, Borrower shall promptly prepareon the Initial Advance Date, execute and deliver a Note to such Lender a promissory note payable to such Lender (or, each Funding Agent if requested by such Lender, to such Lender and its registered assigns) substantially in the form of Exhibit B-1, Exhibit B-2 or Exhibit B-3, as applicable (each a “Note”). (b) Each Lender will note on its internal records the amount of each Loan made by it and each payment in respect thereof and prior to any transfer of any of its Notes will endorse on the reverse side thereof the outstanding principal amount of Loans evidenced thereby. Failure to make any such notation or any error in such notation shall not affect Borrower’s obligations in respect of such Loans. For the avoidance of doubt, to the extent any conflict arises between the records maintained pursuant requested to this Section and the Register, the Register shall control. (c) Notwithstanding anything to the contrary contained above in this Section 2.05 or elsewhere in this Agreement, Notes shall only be delivered to Lenders that at any time specifically request the delivery of do so by such NotesFunding Agent. No failure of any Lender to request or obtain a Note evidencing its Loans to Borrower shall affect or in any manner impair the obligations of Borrower to pay the Loans (and all related Obligations) incurred by Borrower which would otherwise be evidenced thereby in accordance with the requirements of this Agreement, and shall not in any way affect the security or guarantees therefor provided pursuant to the 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 the preceding clause (b). At any time when any Lender requests the delivery of a Note to evidence any of its Loans, The Borrower shall promptly execute and deliver a Note to each new Funding Agent that requests a Note after the Closing Date. (b) The Advances and Yield thereon related to a Funding Group shall at all times (including after assignment pursuant to Section 15.1), to the respective extent a Note has been requested by a Funding Agent, be represented by such Note and/or a replacement Note therefor, payable to the order of the applicable requesting Funding Agent, for the benefit of the Lenders in such Funding Agent’s Funding Group. The Borrower hereby irrevocably authorizes each Funding Agent holding a Note to make (or cause to be made) appropriate notations on the grid attached to its Note (or on any continuation of such grid, or at any Lender’s option, in its records), which notations, if made, shall evidence, inter alia, the date of, the outstanding principal of, and the Lender Rate and Interest Period applicable to, the Advances evidenced thereby. Such notations shall be conclusive and binding for all purposes absent manifest error; provided, however, that the failure to make any such notations shall not limit or otherwise affect any Obligations of the Borrower. Each Lender shall maintain in accordance with its usual practice an account or accounts evidencing indebtedness of the Borrower to such bank resulting from each Loan of such Lender from time to time, including the amounts of principal and interest payable and paid to such Lender from time to time under this Agreement. (c) With respect to each Funding Agent that shall not have requested Note a Note, the Funding Agent shall maintain a register pursuant to Section 15.5(a) and a subaccount therein for each Lender in its related Funding Group, in which shall be recorded (i) the appropriate amount of each Advance made by such Lenders hereunder, and the Interest Period applicable thereto, (ii) the amount of any principal or interest due and payable or to become due and payable from the Borrower to such Lender hereunder and (iii) both the amount of any sum received by the Funding Agent hereunder from the Borrower and each such Lender’s share thereof. (d) The entries made in such register and the accounts of each such Lender maintained pursuant to subsection (c) of this Section 2.5 shall, to the extent permitted by applicable law, be prima facie evidence of the existence and amounts of the obligations of the Borrower therein recorded; provided, however, that the failure of any such Lender or its Funding Agent to evidence maintain the register or any such Loansaccount, or any error therein, shall not in any manner affect the obligation of the Borrower to repay (with applicable interest) the Advances actually made to the Borrower by such Lender in accordance with the terms of this Agreement.

Appears in 1 contract

Sources: Credit Agreement (AerCap Holdings N.V.)

Notes. (a) ▇▇▇▇▇▇▇▇’s obligation The Class A-IO-1 Notes are issuable as registered notes in the denomination of $50,000 or any integral multiple thereof. Subject to pay the limitations provided in the Indenture and upon payment of any tax or governmental charge, Class A-IO-1 Notes may be exchanged for a like Class and aggregate Notional Amount of Class A-IO-1 Notes of other authorized denominations. The Registered Owner of this note shall have no right to enforce the provisions of the Indenture or to institute action to enforce the covenants therein, or to take any action with respect to any Event of Default under the Indenture, or to institute, appear in or defend any suit or other proceedings with respect thereto, except as provided in the Indenture. If an Event of Default under the Indenture occurs, the principal ofof all Notes then Outstanding issued under the Indenture may be declared due and payable upon the conditions and in the manner and with the effect provided in the Indenture. IT IS HEREBY CERTIFIED, RECITED AND DECLARED that all acts, conditions and things required to be done, to exist, to happen and to be performed in order to make this note a valid and binding obligation of the Issuer according to its terms have been done, do exist, have happened and have been performed in regular and due form, time and manner as so required. The Issuer and the Indenture Trustee may deem and treat the person in whose name this note is registered upon the registration books as the absolute owner hereof, whether this note is overdue or not, for the purpose of receiving payment of or on account of interest and for all other purposes, and interest on, all such payments so made to the Loans made by each Lender Registered Owner or upon such Registered Owner's order shall be evidenced in valid and effectual to satisfy and discharge the Register maintained by the Administrative Agent pursuant to Section 13.04 and shall, if requested by such ▇▇▇▇▇▇, also be evidenced by a promissory note. In such event, Borrower shall promptly prepare, execute and deliver to such Lender a promissory liability on this note payable to such Lender (or, if requested by such Lender, to such Lender and its registered assigns) substantially in the form of Exhibit B-1, Exhibit B-2 or Exhibit B-3, as applicable (each a “Note”). (b) Each Lender will note on its internal records the amount of each Loan made by it and each payment in respect thereof and prior to any transfer of any of its Notes will endorse on the reverse side thereof the outstanding principal amount of Loans evidenced thereby. Failure to make any such notation or any error in such notation shall not affect Borrower’s obligations in respect of such Loans. For the avoidance of doubt, to the extent of the sum or sums so paid, and neither the Issuer nor Indenture Trustee nor any conflict arises between the records maintained pursuant to this Section and the Register, the Register Registrar shall control. (c) Notwithstanding anything be affected by any notice to the contrary contained above in this Section 2.05 or elsewhere in this Agreement, Notes shall only be delivered to Lenders that at any time specifically request the delivery of such Notescontrary. No failure of any Lender to request or obtain a Note evidencing its Loans to Borrower shall affect or in any manner impair the obligations of Borrower to pay the Loans (and all related Obligations) incurred by Borrower which would otherwise be evidenced thereby in accordance with the requirements of this Agreement, and This note shall not in be valid or become obligatory for any way affect the purpose or be entitled to any security or guarantees therefor provided pursuant to benefit under the various Credit Documents. Any Lender that does not Indenture until the Certificate of Authentication hereon shall have a Note evidencing its outstanding Loans shall in no event be required to make been executed by the notations otherwise described in the preceding clause (b). At any time when any Lender requests the delivery of a Note to evidence any of its Loans, Borrower shall promptly execute and deliver to the respective Lender the requested Note in the appropriate amount or amounts to evidence such LoansIndenture Trustee.

Appears in 1 contract

Sources: Indenture (National Collegiate Student Loan Trust 2004-1)

Notes. (a) ▇▇▇▇▇▇▇▇’s obligation to pay the principal of, and interest on, the The Loans made by each Lender shall be evidenced by separate promissory notes of the Borrower in substantially the form of EXHIBIT F hereto (collectively, the "Notes"), dated the Closing Date (except as otherwise provided in Section 18.3) and completed with appropriate insertions. One Note shall be payable to the order of each Lender in the Register maintained by the Administrative Agent pursuant to Section 13.04 and shall, if requested by such ▇▇▇▇▇▇, also be evidenced by a promissory note. In such event, Borrower shall promptly prepare, execute and deliver principal amount equal to such Lender a promissory note payable to such Lender (Lender's Commitment or, if requested less, the outstanding amount of all Loans made by such Lender, plus interest accrued thereon, as set forth below (provided that, without increasing the Commitment of BankBoston, the initial Note delivered to BankBoston shall be in the principal amount equal to the sum of BankBoston's active Tranche A Commitment and the inactive Tranche B Commitment). The Borrower irrevocably authorizes each Lender to make or cause to be made, at or about the time of the Drawdown Date of any Loan or the time of receipt of any payment of principal thereof, an appropriate notation on such Lender's Record reflecting the making of such Loan or (as the case may be) the receipt of such payment. The outstanding amount of the Loans set forth on such Lender's Record shall be PRIMA FACIE evidence of the principal amount thereof owing and unpaid to such Lender and its registered assigns) substantially in Lender, but the form of Exhibit B-1failure to record, Exhibit B-2 or Exhibit B-3, as applicable (each a “Note”). (b) Each Lender will note on its internal records the amount of each Loan made by it and each payment in respect thereof and prior to any transfer of any of its Notes will endorse on the reverse side thereof the outstanding principal amount of Loans evidenced thereby. Failure to make any such notation or any error in so recording, any such notation amount on such Lender's Record shall not limit or otherwise affect Borrower’s obligations in respect of such Loans. For the avoidance of doubt, to the extent any conflict arises between the records maintained pursuant to this Section and the Register, the Register shall control. (c) Notwithstanding anything to the contrary contained above in this Section 2.05 or elsewhere in this Agreement, Notes shall only be delivered to Lenders that at any time specifically request the delivery of such Notes. No failure of any Lender to request or obtain a Note evidencing its Loans to Borrower shall affect or in any manner impair the obligations of the Borrower hereunder or under any Note to pay make payments of principal of or interest on any Note when due. The face amount of BankBoston's Note includes Tranche B, which as of the Loans (date hereof is not available to be borrowed by the Borrower. By delivery of the Notes, there shall not be deemed to have occurred, and all related Obligations) incurred there has not otherwise occurred, any payment, satisfaction or novation of the indebtedness evidenced by Borrower the "Notes" as defined in the Original Loan Agreement, which would otherwise be indebtedness is instead allocated among the Lenders as of the date hereof and evidenced thereby by the Notes in accordance with the requirements of this Agreement, and shall not in any way affect the security or guarantees therefor provided pursuant to the 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 the preceding clause (b). At any time when any Lender requests the delivery of a Note to evidence any of its Loans, Borrower shall promptly execute and deliver to the their respective Lender the requested Note in the appropriate amount or amounts to evidence such LoansCommitment Percentages.

Appears in 1 contract

Sources: Revolving Credit Agreement (American Real Estate Investment Corp)

Notes. (a) ▇▇▇▇▇▇▇▇The Borrower’s obligation to pay the principal of, and interest on, the Loans made by each Lender shall be evidenced in the Register maintained by the Administrative Agent pursuant to Section 13.04 11.17 and shall, if requested by such ▇▇▇▇▇▇Lender, also be evidenced by a promissory note. In such event(i) in the case of Initial Term Loans, Borrower shall promptly prepare, execute and deliver to such Lender a promissory note payable to such Lender (or, if requested duly executed and delivered by such Lender, to such Lender and its registered assigns) the Borrower substantially in the form of Exhibit B-1, with blanks appropriately completed in conformity herewith (each, an “Initial Term Note” and, collectively, the “Initial Term Notes”) and (ii) in the case of Upsize Loans, by a promissory note duly executed and delivered by the Borrower substantially in the form of Exhibit B-2 or Exhibit B-3B-2, as applicable with blanks appropriately completed in conformity herewith (each a each, an Upsize Note” and, collectively, the “Upsize Notes”). (b) Each Lender will note on its internal records the amount of each Loan made by it and each payment in respect thereof and will, prior to any transfer of any of its Notes will Notes, endorse on the reverse side thereof the outstanding principal amount of Loans evidenced thereby. Failure to make any such notation or any error in any such notation or endorsement shall not affect the Borrower’s obligations in respect of such Loans. For the avoidance of doubt, to the extent any conflict arises between the records maintained pursuant to this Section and the Register, the Register shall control. (c) Notwithstanding anything to the contrary contained above in this Section 2.05 or elsewhere in this Agreement, Notes shall only be delivered only to Lenders that at any time specifically request the delivery of such Notes. 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 obligations of the Borrower to pay the Loans (and all related Obligations) incurred by the Borrower which that would otherwise be evidenced thereby in accordance with the requirements of this Agreement, and shall not in any way affect the security or guarantees guaranties therefor provided pursuant to the 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 on such Note otherwise described in the preceding clause (b). At any time (including, without limitation, to replace any Note that has been destroyed or lost) when any Lender requests the delivery of a Note to evidence any of its Loans, the Borrower shall promptly execute and deliver to the respective such Lender the requested Note in the appropriate amount or amounts to evidence such Loans, provided that, in the case of a substitute or replacement Note, the Borrower shall have received from such requesting Lender (i) an affidavit of loss or destruction and (ii) a customary lost/destroyed Note indemnity, in each case in form and substance reasonably acceptable to the Borrower and such requesting Lender, and duly executed by such requesting Lender.

Appears in 1 contract

Sources: Credit Agreement (Athena Spinco Inc.)

Notes. (a) ▇▇▇▇▇▇▇▇’s obligation to pay the principal of, and interest on, the The Loans made by of each Lender to each Borrower shall be evidenced in the Register maintained by the Administrative Agent pursuant to Section 13.04 and shall, if requested by such ▇▇▇▇▇▇, also be evidenced by a promissory note. In single Note of such event, Borrower shall promptly prepare, execute and deliver payable to the order of such Lender a promissory note payable for the account of its Applicable Lending Office in an amount equal to such Lender (or, if requested by the aggregate unpaid principal amount of such Lender, to such Lender and its registered assigns) substantially in the form of Exhibit B-1, Exhibit B-2 or Exhibit B-3, as applicable (each a “Note”)'s Loans. (b) Each Lender will note on may, by notice to either Borrower and the Agent, request that its internal records Loans of a particular Type or Class to such Borrower be evidenced by a separate Note in an amount equal to the aggregate unpaid principal amount of such Loans. Each such Note shall be in substantially the form of Exhibit A hereto with appropriate modifications to reflect the fact that it evidences solely Loans of the relevant Type or Class. Each reference in this Agreement to the "NOTE" of such Lender shall be deemed to refer to and include any or all of such Notes, as the context may require. (c) Upon receipt of each Lender's Notes pursuant to Section 3.01, the Agent shall forward such Notes to such Lender. Each Lender shall record the date, amount, Type and Class of each Loan made by it to each Borrower and the date and amount of each payment of principal made with respect thereto, and may, if such Lender so elects in respect thereof and prior to connection with any transfer of any or enforcement of its Notes will Note of either Borrower, endorse on the reverse side schedule forming a part thereof appropriate notations to evidence the outstanding principal amount of Loans evidenced thereby. Failure foregoing information with respect to make any each such notation or any error in Loan to such notation shall not affect Borrower’s obligations in respect of such Loans. For Borrower then outstanding; provided that the avoidance of doubt, to the extent any conflict arises between the records maintained pursuant to this Section and the Register, the Register shall control. (c) Notwithstanding anything to the contrary contained above in this Section 2.05 or elsewhere in this Agreement, Notes shall only be delivered to Lenders that at any time specifically request the delivery of such Notes. No failure of any Lender to request make any such recordation or obtain a Note evidencing its Loans to Borrower endorsement shall not affect or in any manner impair the obligations of either Borrower hereunder or under the Notes or any other Loan Document. Each Lender is hereby irrevocably authorized by each Borrower so to pay the Loans (endorse its Notes and all related Obligations) incurred by Borrower which would otherwise be evidenced thereby in accordance with the requirements to attach to and make a part of this Agreement, any Note a continuation of any such schedule as and shall not in any way affect the security or guarantees therefor provided pursuant to the 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 the preceding clause (b). At any time when any Lender requests the delivery of a Note to evidence any of its Loans, Borrower shall promptly execute and deliver to the respective Lender the requested Note in the appropriate amount or amounts to evidence such Loansrequired.

Appears in 1 contract

Sources: Credit Agreement (Metro-Goldwyn-Mayer Inc)

Notes. (a) ▇▇▇▇▇▇▇▇’s obligation to pay the principal of, Each Lender's Term Loans and interest on, the Revolving ------ Loans made by each Lender shall be evidenced in the Register maintained by the Administrative Agent pursuant to Section 13.04 and shall, if requested by such ▇▇▇▇▇▇, also be evidenced by a promissory note. In such event, Borrower shall promptly prepare, execute and deliver separate Note (in the form applicable to such Lender a promissory note Class) payable to the order of such Lender for the account of its Applicable Lending Office in an amount equal to (i) in the case of its Note evidencing Term Loans, the aggregate principal amount of Term Loans made by such Lender (oror its predecessor in interest) on the Effective Date, if requested by such Lenderor (ii) in the case of its Note evidencing Revolving Loans, to the aggregate Commitment of such Lender and its registered assigns) substantially in the form of Exhibit B-1, Exhibit B-2 or Exhibit B-3, as applicable (each a “Note”)such Class. (b) Each Lender will note on may, by notice to the Borrower and the Agent, request that its internal records Loans of a particular Type and Class be evidenced by a separate Note. Each such Note shall be in substantially the form of Exhibit A hereto applicable to the relevant Class with appropriate modifications to reflect the fact that it evidences solely Loans of the relevant Type. Each reference in this Agreement to the "Note" or "Notes" of such Lender shall be deemed to refer to and include any or all of such Notes, as the context may require. (c) Upon receipt of each Lender's Note or Notes pursuant to Section 3.01(b), the Agent shall mail such Note or Notes to such Lender. Each Lender shall record the date and amount of each Loan made by it and the date and amount of each payment in of principal made by the Borrower with respect thereof thereto, and prior to any transfer of any of its Notes will shall endorse on the reverse side schedule forming a part thereof appropriate notations to evidence the outstanding principal amount foregoing information with respect to each such Loan then outstanding; provided that the failure of Loans evidenced thereby. Failure any -------- Lender to make any such notation recordation or any error in such notation endorsement shall not affect Borrower’s obligations in respect of such Loans. For the avoidance of doubt, to the extent any conflict arises between the records maintained pursuant to this Section and the Register, the Register shall control. (c) Notwithstanding anything to the contrary contained above in this Section 2.05 or elsewhere in this Agreement, Notes shall only be delivered to Lenders that at any time specifically request the delivery of such Notes. No failure of any Lender to request or obtain a Note evidencing its Loans to Borrower shall affect or in any manner impair the obligations of the Borrower hereunder or under the Notes. Each Lender is hereby irrevocably authorized by the Borrower so to pay the Loans (endorse its Note and all related Obligations) incurred by Borrower which would otherwise be evidenced thereby in accordance with the requirements of this Agreement, to attach to and shall not in any way affect the security or guarantees therefor provided pursuant to the various Credit Documents. Any Lender that does not have make a Note evidencing its outstanding Loans shall in no event be required to make the notations otherwise described in the preceding clause (b). At any time when any Lender requests the delivery of a Note to evidence any part of its Loans, Borrower shall promptly execute Note a continuation of any such schedule as and deliver to the respective Lender the requested Note in the appropriate amount or amounts to evidence such Loanswhen required.

Appears in 1 contract

Sources: Credit Agreement (Brylane Inc)

Notes. (a) ▇▇▇▇▇▇▇▇’s The Borrowers’ obligation to pay the principal of, and interest on, the Loans Term Loan B Obligations made to the Borrowers by each Lender shall be evidenced in set forth on the Register maintained by the Administrative Agent pursuant and, subject to Section 13.04 the provisions of SECTION 2.04(b) and shall(c), if requested by such ▇▇▇▇▇▇, also shall be evidenced by a promissory note. In such eventby, Borrower shall promptly prepareat the request of the applicable Lender, execute and deliver to such Lender a promissory note payable to such Lender (or, if requested by such Lender, to such Lender and its registered assigns) substantially in the form of Exhibit B-1N-1, Exhibit B-2 or Exhibit B-3with blanks appropriately completed in conformity herewith (each, as applicable (each the same may be amended, supplemented or otherwise modified from time to time, a “Note”). (b) Each The Note issued to each requesting Lender will note on shall (i) be executed jointly by each of the Borrowers, (ii) be payable to such Lender or its internal records registered assigns and be dated the amount of each Loan made by it and each payment Closing Date (or, in respect thereof and prior to any transfer the case of any Note issued after the Closing Date, the date of its Notes will endorse issuance thereof), (iii) be in a stated principal amount equal to such Lender’s Commitment on the reverse side Closing Date or Term Loan B Loans on the date of the issuance thereof (if issued after the outstanding Closing Date) and be payable in the principal amount of Loans evidenced thereby. Failure to make any such notation or any error in such notation shall not affect Borrower’s obligations in respect of such Loans. For the avoidance of doubt, equal to the extent any conflict arises between Term Loan B Obligations plus the records maintained pursuant Term Letter of Credit Usage evidenced thereby from time to time, (iv) mature on the Maturity Date, (v) bear interest as provided herein and (vi) be entitled to the benefits of this Section Agreement and the Register, the Register shall controlother Loan Documents. (c) Notwithstanding anything to the contrary contained above in this Section 2.05 or elsewhere in this Agreement, Notes shall only be delivered to Lenders that which at any time specifically request the delivery of such Notes. No failure of any Lender to request or obtain a Note evidencing its Loans Term Loan Obligations to Borrower the Borrowers shall affect or in any manner impair the obligations obligation of Borrower the Borrowers to pay the Loans Term Loan Obligations (and all related Obligations) incurred by Borrower which would otherwise be evidenced thereby in accordance with the requirements of this Agreement, and shall not in any way affect the security or guarantees Guaranties therefor provided pursuant to the various Credit Loan 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 the preceding clause (b). At any time when any Lender requests the delivery of a Note to evidence any of its LoansTerm Loan Obligations, each Borrower shall promptly jointly execute and deliver to the respective that Lender the requested Note in the appropriate amount or amounts to evidence such LoansTerm Loan Obligations.

Appears in 1 contract

Sources: Term Credit Agreement (James River Coal CO)

Notes. (a) ▇▇▇▇▇▇▇▇’s obligation to pay the principal of, and interest on, the The Revolving Loans made by of each Lender shall be evidenced by a single Revolving Loan Note payable to the order of such Lender for the account of its Lending Office in an amount equal to the Register maintained by the Administrative Agent pursuant to Section 13.04 and shall, if requested by original principal amount of such ▇▇▇▇▇▇, also Lender's Commitment. The Settlement Loans shall be evidenced by a promissory note. In such event, Borrower shall promptly prepare, execute and deliver to such Lender a promissory note single Settlement Loan Note payable to such Lender (or, if requested by such Lender, to such Lender and its registered assigns) substantially the order of Wachovia in the form original principal amount of Exhibit B-1, Exhibit B-2 or Exhibit B-3, as applicable (each a “Note”)$5,000,000. (b) Upon receipt of each Lender's Notes pursuant to SECTION 9.01, the Agent shall deliver such Notes to such Lender. Each Lender will note on its internal records (or Wachovia, with respect to the amount of each Settlement Loan made by it and each payment in respect thereof Note) shall record, and prior to any transfer of any of its Notes will shall endorse on the reverse side schedules forming a part thereof appropriate notations to evidence: the outstanding principal date, amount and maturity of, and effective interest rate for, each Loan made by it, and the date and amount of Loans evidenced thereby. Failure each payment of principal made by the Borrowers with respect thereto, and such schedules of each such Lender's Notes shall constitute rebuttable presumptive evidence of the respective principal amounts owing and unpaid on such Lender's Notes; provided that the failure of any Lender to make any such notation make, or any error in making, any such notation recordation or endorsement shall not affect Borrower’s obligations in respect the obligation of the Borrowers hereunder or under the Notes or the ability of any Lender to assign its Notes. Each Lender is hereby irrevocably authorized by the Borrowers so to endorse its Notes, and to attach to and make a part of any Note a continuation of any such Loans. For the avoidance of doubt, to the extent any conflict arises between the records maintained pursuant to this Section schedule as and the Register, the Register shall controlwhen required. (c) Notwithstanding anything The Agent shall maintain on its books a control account for the Borrowers in which shall be recorded (i) the date, amount, effective interest rate and maturity of each Revolving Loan and Settlement Loan made hereunder to the contrary contained above in this Section 2.05 or elsewhere in this AgreementBorrowers, Notes shall only be delivered to Lenders that at any time specifically request (ii) the delivery of such Notes. No failure amount of any Lender principal, interest or fees due or to request become due from the Borrowers on the Revolving Loans and the Settlement Loans and (iii) the amount of any sum received by the Agent hereunder in respect of any such principal, interest or obtain a Note evidencing its fees due on the Revolving Loans and Settlement Loans and each Lender's Commitment Percentage thereof. (d) The entries made in the accounts pursuant to Borrower paragraph (c) above shall affect or in be rebuttable presumptive evidence of the existence and amounts of the Obligations of the Borrowers therein recorded and any manner impair the obligations of Borrower to pay the Loans (and all related Obligations) incurred by Borrower which would otherwise be evidenced thereby in accordance with the requirements of this Agreementpayments thereon, and shall not in case of discrepancy between such accounts and the schedules to the Notes maintained by any way affect the security or guarantees therefor provided Lender pursuant to paragraph (b) or between such accounts and the various Credit Documents. Any Lender that does not have a Note evidencing its outstanding Loans shall in no event be required to make books and records of the notations otherwise described Borrowers, in the preceding clause (b). At any time when any Lender requests the delivery absence of a Note to rebuttal evidence any of its Loans, Borrower shall promptly execute and deliver to the respective Lender contrary, the requested Note in control account maintained by the appropriate amount or amounts Agent pursuant to evidence such paragraph (c) above shall be controlling with respect to Revolving Loans and Settlement Loans.

Appears in 1 contract

Sources: Credit and Security Agreement (Belden Inc)

Notes. (a) ▇▇▇▇▇▇▇▇The Borrower’s obligation to pay the principal of, and interest on, the Loans made by each Lender shall be evidenced in the Register maintained by the Administrative Agent pursuant to Section 13.04 11.14 and shall, if requested by such ▇▇▇▇▇▇Lender, also be evidenced by a promissory note. In such event, note duly executed and delivered by the Borrower shall promptly prepare, execute and deliver to such Lender a promissory note payable to such Lender (or, if requested by such Lender, to such Lender and its registered assigns) substantially in the form of Exhibit B-1B, Exhibit B-2 or Exhibit B-3, as applicable with blanks appropriately completed in conformity herewith (each a “Note”). (b) Each Lender will shall note on its internal records the amount of each the Loan made by it and each payment in respect thereof and prior to any transfer of any of its Notes will endorse on the reverse side thereof the outstanding principal amount of Loans evidenced thereby. Failure to make any such notation or any error in such notation shall not affect the Borrower’s obligations in respect of such Loans. For the avoidance of doubt, to the extent Loans or any conflict arises between the records maintained pursuant to this Section and the Register, the Register shall controlrelated Obligations. (c) Notwithstanding anything to the contrary contained above in this Section 2.05 2.04 or elsewhere in this Agreement, Notes a Note shall only be delivered to Lenders that at any time specifically request the delivery of such Notesa Note. No failure of any Lender to request or obtain a Note evidencing its Loans Loan to the Borrower shall affect or in any manner impair the obligations of the Borrower to pay the Loans Loan (and all related Obligations) incurred by the Borrower which would otherwise be evidenced thereby in accordance with the requirements of this Agreement, and shall not in . If any way affect the security or guarantees therefor provided pursuant to the various Credit Documents. Any Lender that does not have a Note evidencing its outstanding Loans Loan, such Lender shall in no event be required to make the notations otherwise described in the preceding clause (b). At any time when any Lender requests the delivery of a Note to evidence any of its LoansLoan, the Borrower shall promptly execute and deliver to the respective such Lender the requested Note in the appropriate amount or amounts to evidence such Loan. (d) The Borrower shall have the option to convert, on any Business Day, all or a portion equal to at least the Minimum Borrowing Amount of the outstanding principal amount of Loans made pursuant to one or more Borrowings of one or more Types of Loans into a Borrowing of another Type, provided that, (i) except as otherwise provided in Section 2.08(b), Eurodollar Loans may be converted into Base Rate Loans only on the last day of an Interest Period applicable to the Loans being converted and no such partial conversion of Eurodollar Loans shall reduce the outstanding principal amount of such Eurodollar Loans made pursuant to a single Borrowing to less than $5.0 million, (ii) unless the Required Lenders otherwise agree, Base Rate Loans may only be converted into Eurodollar Loans if no Default or Event of Default is in existence on the date of the conversion, (iii) no conversion pursuant to this Section 2.04(d) shall result in a greater number of Borrowings of Eurodollar Loans than is permitted under Section 2.01. Each such conversion shall be effected by the Borrower by giving the Administrative Agent at the Notice Office prior to 12:00 Noon (New York time) at least (x) in the case of conversions of Base Rate Loans into Eurodollar Loans, three Business Days’ prior notice and (y) in the case of conversions of Eurodollar Loans into Base Rate Loans, one Business Day’s prior notice (each, a “Notice of Conversion/Continuation”) in the form of Exhibit A-2, appropriately completed to specify the Loans to be so converted, the Borrowing or Borrowings pursuant to which such Loans were incurred and, if to be converted into Eurodollar Loans, the Interest Period to be initially applicable thereto. The Administrative Agent shall give each Lender prompt notice of any such proposed conversion affecting any of its Loans.

Appears in 1 contract

Sources: Credit Agreement (Shuffle Master Inc)

Notes. (a) ▇▇▇▇▇▇▇▇’s obligation to pay the principal of, and interest on, the The Loans made by each Lender shall be evidenced in the Register maintained by the Administrative Agent pursuant to Section 13.04 and shall, if requested by such ▇▇▇▇▇▇, also be evidenced by a promissory note. In such event, Borrower shall promptly prepare, execute single amended and deliver to such Lender a restated promissory note payable to such Lender (or, if requested by such Lender, to such Lender and its registered assigns) of Borrowers substantially in the form of Exhibit B-1A hereto, Exhibit B-2 or Exhibit B-3dated the date hereof, payable to Lender in the principal amount of One Hundred Fifty Million Dollars ($150,000,000), as applicable otherwise duly completed. Lender shall have the right to have its Note subdivided, by exchange for promissory notes of lesser denominations or otherwise and shall have the right to sell participating interests in such Note; provided, however, that Lender must retain (i) in excess of fifty percent (50%) ownership interest in the Note and (ii) have control over all decisions with respect to loan pricing and the exercise of remedies with respect to each item of Collateral; and provided, further, however, that Lender may subject up to one hundred percent (100%) of the Loans made hereunder to a “Note”)repurchase agreement. (b) Each Lender will note on its internal records the The date, amount and interest rate of each Loan made by it Lender to either Borrower, and each payment in respect thereof made on account of the principal thereof, shall be recorded by Lender from time to time on its internal books and prior to any transfer of any of its Notes will endorse on the reverse side thereof the outstanding principal amount of Loans evidenced therebyrecords (whether electronic or otherwise). Failure of Lender to make any such notation or any error in such notation shall not affect Borrower’s the obligations of Borrowers to make a payment when due of any amount owing hereunder or under the Note in respect of such the Loans. For Borrowers agree that Lender's books and records showing the avoidance of doubt, to the extent any conflict arises between the records maintained MS Indebtedness pursuant to this Section Loan Agreement and the Registerother Loan Documents shall be admissible in any action or proceeding arising therefrom, the Register and shall control. (c) Notwithstanding anything constitute rebuttably presumptive proof thereof, irrespective of whether any MS Indebtedness is also evidenced by a promissory note or other instrument. Lender will provide to the contrary contained above in Borrowers a monthly statement of Loans, payments, and other transactions pursuant to this Section 2.05 or elsewhere in this Loan Agreement, Notes shall only be delivered to Lenders that at any time specifically request the delivery of such Notes. No failure of any Failure by Lender to request or obtain a Note evidencing its Loans to Borrower provide such monthly statement shall not affect or in any manner impair the obligations of Borrower Borrowers to pay make a payment when due of any amount owing hereunder or under the Loans (and all related Obligations) incurred by Borrower which would otherwise Note in respect of the Loans. Such statement shall be evidenced thereby in accordance with the requirements of this Agreementdeemed correct, accurate, and shall not in any way affect the security or guarantees therefor provided pursuant to the 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 the preceding clause (b). At any time when any Lender requests the delivery of a Note to evidence any of its Loans, Borrower shall promptly execute and deliver to the respective Lender the requested Note in the appropriate amount or amounts to evidence such Loansbinding on Borrowers absent manifest error.

Appears in 1 contract

Sources: Master Loan and Security Agreement (Capital Trust Inc)

Notes. (a) ▇▇▇▇▇▇▇▇The Borrower’s obligation to pay the principal of, and interest on, the Loans made by each Lender shall be evidenced in the Register maintained by the Administrative Agent pursuant to Section 13.04 13.15 and shall, if requested by such ▇▇▇▇▇▇Lender, also be evidenced (i) in the case of 2018 Term Loans, by a promissory note. In such event, note duly executed and delivered by the Borrower shall promptly prepare, execute and deliver to such Lender a promissory note payable to such Lender (or, if requested by such Lender, to such Lender and its registered assigns) substantially in the form of Exhibit B-1G, Exhibit B-2 or Exhibit B-3with blanks appropriately completed in conformity herewith (each, as applicable (each a “2018 Term Note” and, collectively, the “2018 Term Notes”) and (ii) in the case of 2018 Revolving Loans, by a promissory note duly executed and delivered by the Borrower substantially in the form of Exhibit H, with blanks appropriately completed in conformity herewith (each, a “2018 Revolving Note” and, collectively, the “2018 Revolving Notes”). (b) Each Lender will note on its internal records the amount of each Loan made by it and each payment in respect thereof and prior to any transfer of any of its Notes will endorse on the reverse side thereof the outstanding principal amount of Loans evidenced thereby. Failure to make any such notation or any error in such notation shall not affect the Borrower’s obligations in respect of such Loans. For the avoidance of doubt, to the extent any conflict arises between the records maintained pursuant to this Section and the Register, the Register shall control. (c) Notwithstanding anything to the contrary contained above in this Section 2.05 2.6 or elsewhere in this Agreement, Notes shall only be delivered to Lenders that which at any time specifically request the delivery of such Notes. 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 obligations of the Borrower to pay the Loans (and all related Obligations) incurred by the Borrower which would otherwise be evidenced thereby in accordance with the requirements of this Agreement, and shall not in any way affect the security or guarantees guaranties therefor provided pursuant to the various Credit Loan Documents. Any Lender that which does not have a Note evidencing its outstanding Loans shall in no event be required to make the notations otherwise described in the preceding clause (b). At any time when any Lender requests the delivery of a Note to evidence any of its Loans, the Borrower shall promptly execute and deliver to the respective Lender the requested Note in the appropriate amount or amounts to evidence such Loans.

Appears in 1 contract

Sources: Amendment and Restatement Agreement (LEGALZOOM.COM, Inc.)

Notes. (a) ▇▇▇▇▇▇▇▇’s obligation to pay the principal of, and interest on, the The Loans made by of each Lender Bank shall be evidenced in the Register maintained by the Administrative Agent pursuant to Section 13.04 and shall, if requested by such ▇▇▇▇▇▇, also be evidenced by a promissory note. In such event, single Note made by each Borrower shall promptly prepare, execute and deliver to such Lender a promissory note (including any Qualified Borrower) payable to the order of such Lender (or, if requested by such Lender, to such Lender and Bank for the account of its registered assigns) substantially in the form of Exhibit B-1, Exhibit B-2 or Exhibit B-3, as applicable (each a “Note”)Applicable Lending Office. (b) Each Lender will note on Bank may, by notice to the Borrower and the Administrative Agent, request that its internal records Loans of a particular type be evidenced by a separate Note in an amount equal to the aggregate unpaid principal amount of such Loans. Any additional costs incurred by the Administrative Agent, the Borrower or the Banks in connection with preparing such a Note shall be at the sole cost and expense of the Bank requesting such Note. In the event any Loans evidenced by such a Note are paid in full prior to the Maturity Date, any such Bank shall return such Note to Borrower. Each such Note shall be in substantially the form of Exhibit A hereto with appropriate modifications to reflect the fact that it evidences solely Loans of the relevant type. Upon the execution and delivery of any such Note, any existing Note payable to such Bank shall be replaced or modified accordingly. Each reference in this Agreement to the “Note” of such Bank shall be deemed to refer to and include any or all of such Notes, as the context may require. (c) Upon receipt of each Bank’s Note pursuant to Section 3.1(a), the Administrative Agent shall forward such Note to such Bank. Each Bank shall record the date, amount, type and maturity of each Loan made by it and the date and amount of each payment of principal made by the Borrower or Qualified Borrower, as the case may be, with respect thereto, and may, if such Bank so elects in respect thereof and prior to connection with any transfer of any or enforcement of its Notes will Note, endorse on the reverse side thereof appropriate schedule appropriate notations to evidence the outstanding principal amount foregoing information with respect to each such Loan then outstanding; provided that the failure of Loans evidenced thereby. Failure any Bank to make any such notation recordation or any error in such notation endorsement shall not affect Borrower’s the obligations in respect of the Borrower or applicable Qualified Borrower hereunder or under the Notes. Each Bank is hereby irrevocably authorized by the Borrower and each Qualified Borrower so to endorse its Note and to attach to and make a part of its Note a continuation of any such Loans. For the avoidance of doubt, to the extent any conflict arises between the records maintained pursuant to this Section schedule as and the Register, the Register shall controlwhen required. (cd) Notwithstanding anything to The Loans shall mature, and the contrary contained above in this Section 2.05 or elsewhere in this Agreementprincipal amount thereof shall be due and payable, Notes on the Maturity Date. (e) There shall only be delivered to Lenders that no more than five (5) Euro-Dollar and TIBOR Groups of Loans outstanding at any time specifically request the delivery of such Notes. No failure of any Lender to request or obtain a Note evidencing its Loans to Borrower shall affect or in any manner impair the obligations of Borrower to pay the Loans (and all related Obligations) incurred by Borrower which would otherwise be evidenced thereby in accordance with the requirements of this Agreement, and shall not in any way affect the security or guarantees therefor provided pursuant to the 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 the preceding clause (b). At any time when any Lender requests the delivery of a Note to evidence any of its Loans, Borrower shall promptly execute and deliver to the respective Lender the requested Note in the appropriate amount or amounts to evidence such Loansone time.

Appears in 1 contract

Sources: Credit Agreement (Amb Property Lp)

Notes. (a) ▇▇▇▇▇▇▇▇Each Borrower’s joint and several obligation to pay the principal of, and interest on, the Loans made by each Lender shall be evidenced in the Register maintained by the Administrative Agent pursuant to Section 13.04 13.15 and shall, if requested by such ▇▇▇▇▇▇Lender, also be evidenced (i) in the case of Revolving Loans, by a promissory note. In such event, note duly executed and delivered by each Borrower shall promptly prepare, execute and deliver to such Lender a promissory note payable to such Lender (or, if requested by such Lender, to such Lender and its registered assigns) substantially in the form of Exhibit B-1, Exhibit B-2 or Exhibit B-3with blanks appropriately completed in conformity herewith (each, as applicable (each a “Revolving Note” and, collectively, the “Revolving Notes”), and (ii) in the case of Swingline Loans, by a promissory note duly executed and delivered by each Borrower substantially in the form of Exhibit B- 2, with blanks appropriately completed in conformity herewith (the “Swingline Note”). (b) Each Lender will note on its internal records the amount of each Loan made by it and each payment in respect thereof and prior to any transfer of any of its Notes will endorse record on the reverse side thereof the outstanding principal amount of Loans evidenced thereby. Failure to make any such notation or any error in such notation shall not affect any Borrower’s obligations in respect of such Loans. For the avoidance of doubt, to the extent any conflict arises between the records maintained pursuant to this Section and the Register, the Register shall control. (c) Notwithstanding anything to the contrary contained above in this Section 2.05 or elsewhere in this Agreement, Notes shall only be delivered to Lenders that which at any time specifically request the delivery of such Notes. No failure of any Lender to request request, obtain, maintain or obtain produce a Note evidencing its Loans to any Borrower shall affect affect, or in any manner impair impair, the obligations of any Borrower to pay the Loans (and all related Obligations) incurred by such Borrower which would otherwise be evidenced thereby in accordance with the requirements of this Agreement, and shall not in any way affect the security or guarantees guaranties therefor provided pursuant to the various any Credit DocumentsDocument. Any Lender that which does not have a Note evidencing its outstanding Loans shall in no event be required to make the notations otherwise described in the preceding clause (b). At any time when any Lender requests the delivery of a Note to evidence any of its Loans, the respective Borrower shall promptly execute and deliver to the respective Lender the requested Note in the appropriate amount or amounts to evidence such Loans.

Appears in 1 contract

Sources: Abl Credit Agreement (CVR Partners, Lp)