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) ▇▇▇▇▇▇▇▇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 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) ▇▇▇▇▇▇▇▇’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) ▇▇▇▇▇▇▇▇’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 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) ▇▇▇▇▇▇▇▇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) ▇▇▇▇▇▇▇▇’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 ▇▇▇▇▇▇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) 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) ▇▇▇▇▇▇▇▇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) ▇▇▇▇▇▇▇▇’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) ▇▇▇▇▇▇▇▇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 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) ▇▇▇▇▇▇▇▇Borrower’s obligation obligations to pay the principal of, and interest on, the Loans made by 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 noteNote payable to the order of such Bank in the amount of such Bank’s Commitment. In Each Bank may record appropriate notations to evidence the date and amount of each Revolving Loan made and the date and amount of each payment of principal made by Borrower with respect thereto. Each Bank is hereby irrevocably authorized by Borrower so to endorse its Note and to attach to and make a part of any such eventNote a continuation of any such schedule as and when required; provided, however, that the failure to make such annotations shall not relieve Borrower of its obligations to make payments as set forth in this Agreement and the other Loan Documents. The books and records of Agent and the Banks showing the account among Agent, the Banks, and Borrower shall promptly prepare, execute be admissible in evidence in any action or proceeding 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 shall constitute prima facie proof of the form of Exhibit B-1, Exhibit B-2 or Exhibit B-3, as applicable (each a “Note”)items therein set forth. (b) Each Lender will note on its internal records Borrower’s obligations to Agent for the Swingline Loans shall be evidenced by a Swingline Note payable to the order of Agent in the amount of the Swingline Commitment. Agent may record appropriate notations to evidence the date and amount of each Swingline Loan made by it and the date and amount of each payment in of principal made by Borrower with respect thereof thereto. Agent is hereby irrevocably authorized by Borrower so to endorse the Swingline Note and prior to any transfer attach to and make a part of any such Swingline Note a continuation of any such schedule as and when required; provided, however, that the failure to make such annotations shall not relieve Borrower of its Notes will endorse on the reverse side thereof the outstanding principal amount of Loans evidenced thereby. Failure obligations to make any such notation or any error payments as set forth 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 Agreement and the Register, other Loan Documents. The books and records of Agent showing the Register account among Agent and Borrower with respect to Swingline Loans shall control. (c) Notwithstanding anything to the contrary contained above be admissible 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 evidence 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, action or proceeding and shall not in any way affect constitute prima facie proof of 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 Loansitems therein set forth.

Appears in 2 contracts

Sources: Credit Agreement (Shoe Carnival Inc), Credit Agreement (Shoe Carnival 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 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) ▇▇▇▇▇▇▇▇’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) ▇▇▇▇▇▇▇▇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) ▇▇▇▇▇▇▇▇’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) ▇▇▇▇▇▇▇▇’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) ▇▇▇▇▇▇▇▇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 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) ▇▇▇▇▇▇▇▇’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 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) ▇▇▇▇▇▇▇▇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) ▇▇▇▇▇▇▇▇’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 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 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) ▇▇▇▇▇▇▇▇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 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 or 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 (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 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 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 any way affect be due and payable, together with accrued interest thereon, on the security earlier to occur of (i) 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 Maturity Date. (f) There shall in be no event be required to make the notations otherwise described more than fifteen (15) (twenty (20) in the preceding clause event Borrower exercises its option to increase the Commitments under Section 2.1(b)) Euro-Dollar Groups of Loans and Money Market Loans outstanding at any one time, of which, no more than five (b). At any time when any Lender requests the delivery 5) Euro-Dollar Groups of a Note to evidence any Loans may be Alternate Currency Loans with Interest Periods 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 Loansless than one (1) month.

Appears in 2 contracts

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

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 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) ▇▇▇▇▇▇▇▇’s obligation to pay the principal of, and interest on, the The Syndicated Dollar 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 eventsingle Syndicated Dollar Note and the Syndicated Foreign Currency Loans of each Bank shall be evidenced by a single Syndicated Foreign Currency Note, Borrower shall promptly prepare, execute and deliver to such Lender a promissory note each 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 Commitment. (b) Each Lender will note on The Money Market Loans made by any Bank to any Borrower shall be evidenced by a single Money Market Note payable to the order of such Bank for the account of its internal records the amount Lending Office. (c) 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, and the Borrower of, each Loan made by it, the date and amount of each payment of principal made by the Borrowers with respect thereto and whether, in the case of such Bank's Syndicated Dollar Note, such Syndicated Dollar Loan is a Base Rate Loan or Euro-Dollar Loan, and, in the case of such Bank's Syndicated Foreign Currency Note, specification of the Foreign Currency, 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 the Borrowers hereunder or under the Notes or the ability of any Bank to assign its Notes. Each Bank 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 Loansschedule as and when required. For In order to verify the avoidance of doubt, Loans outstanding from time to the extent any conflict arises between the records maintained pursuant to this Section and the Registertime, the Register Agent shall control. (c) Notwithstanding anything to furnish the contrary contained above in this Section 2.05 or elsewhere in Parent, upon request of the Parent, with a copy of its record of transactions under 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 (Valspar Corp), Credit Agreement (Valspar 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 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) ▇▇▇▇▇▇▇▇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 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 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) ▇▇▇▇▇▇▇▇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) ▇▇▇▇▇▇▇▇’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 (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 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 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 fifteen (15) 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 Corp), Revolving Credit Agreement (Amb Property Corp)

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 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 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) ▇▇▇▇▇▇▇▇’s obligation to pay the principal ofThe Tranche A Loans, Tranche B Loans and interest on, the Tranche C 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 each 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 (orBank for the account of its Applicable Lending Office in an amount equal to the aggregate unpaid principal amount of such Bank's Tranche A Loans, if requested by such Lender, to such Lender Tranche B Loans and its registered assigns) substantially in the form of Exhibit B-1, Exhibit B-2 or Exhibit B-3Tranche C Loans, as applicable (each the case may be. Each reference in this Agreement to the "Notes" of a “Note”)Bank shall be deemed to refer to and include any or all of the Notes of such Bank described in this Section, as the context may require. (b) Each Lender will note on Bank may, by notice to the Borrower and the Administrative Agent, request that its internal records Tranche A Loans, Tranche B Loans and Tranche C Loans of a particular Type 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. (c) Upon receipt of each Bank's Notes pursuant to Section 3.01(a), the Documentation Agent shall forward such Notes to such Bank. Each Bank shall record the date, amount and Type of each Loan made by it and the date and amount of each payment of principal made by the Borrower with respect thereto on the appropriate Note, and may, if such Bank so elects in respect thereof and prior to connection with any transfer or enforcement of any of its Notes will Notes, endorse on the reverse side schedule forming a part thereof appropriate notations to evidence the foregoing information with respect to each Loan then outstanding principal amount thereunder; 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 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 Bank is hereby irrevocably authorized by the 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 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 Notes 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 Credit Agreement (American Mobile Satellite Corp), Revolving Credit Agreement (American Mobile Satellite Corp)

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 Upon the request of any Lender, the principal of, and interest on, amount of the Loans made by each of 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 notenote of the Borrower maturing on the Maturity Date and designated as a Note. In Each Designated Lender who shall so request shall be issued a Note, in a maximum principal amount equal to such eventLender’s Allocation. Each Conduit Lender who shall so request shall be issued a Note in the amount of the Loans of such Conduit Lender and the Note of the Granting Lender shall be reduced by such amount. At the request and at the sole cost and expense of the Borrower, when the Borrower has paid a Note in full and the applicable Lender no longer has any Allocation outstanding, such Lender will promptly return such Note to the Agent, who will return such Note to the Borrower, against receipt therefor, marked “PAID IN FULL.” (b) If any Note shall promptly preparebecome mutilated, destroyed, lost or stolen, the Borrower shall, upon the written request of the holder of such Note, execute and deliver to such the Agent, who shall endorse and deliver to the applicable Lender in replacement thereof, a promissory note new Note, payable to the same holder in the same principal amount and dated the same date as the Note so mutilated, destroyed, lost or stolen. If the Note being replaced has become mutilated, such Lender (orNote shall be surrendered to the Borrower for cancellation. If the Note being replaced has been destroyed, lost or stolen, the holder of such Note shall furnish to the Borrower such indemnity as may be reasonably required by the Borrower to hold the Borrower harmless and evidence reasonably satisfactory to the Borrower of the destruction, loss or theft of such Note and of the ownership thereof; provided that if requested by the holder of such Note is a Designated Lender, to such the written undertaking of the Lender and its registered assigns) substantially in shall be sufficient indemnity for 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 purposes 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: Warehouse Loan Agreement (Air Lease Corp), Warehouse Loan Agreement (Air Lease 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 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) ▇▇▇▇▇▇▇▇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) ▇▇▇▇▇▇▇▇’s If a Lender so requests in writing, the Borrower's obligation to pay the principal of, and interest on, repay the Loans made by each of 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 such event, Borrower shall promptly prepare, execute and deliver single Note 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 the amount Borrower and the Administrative Agent, request that the Borrower's obligation to repay such Lender's Loans of a particular Type or Class 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 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) Promptly after it receives any Lender's Note pursuant to Section 3.01(b), the Administrative Agent shall forward such Note to such Lender. Each Lender shall record the date, amount, Class and Type 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 schedule forming a part thereof appropriate notations to evidence the outstanding principal amount of Loans evidenced thereby. Failure foregoing information with respect to each such Loan 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 the Borrower’s 's obligations in respect of such Loans. For hereunder or under 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 Each Lender 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 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 2 contracts

Sources: Credit Agreement (Lyondell Chemical Co), Credit Agreement (Lyondell Petrochemical Co)

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) ▇▇▇▇▇▇▇▇’s The Borrowers’ obligation to pay the principal of, and interest on, the Loans made by each Lender shall be evidenced set forth in the Lender Register maintained by the Administrative Agent pursuant to Section 13.04 and shall11.15 and, subject to the provisions of Section 1.05(d), shall be evidenced (if requested by such ▇▇▇▇▇▇, also be evidenced Lenders) 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 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) Each Note, if any, issued to a Lender shall (i) be executed by the Borrowers, (ii) be payable to the order of such Lender and be dated the Closing Date (or, in the case of any Note issued after the Closing Date, the date of issuance thereof), (iii) be in a stated principal amount equal to the Revolving 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 the appropriate clause of Section 1.08 in respect of the Base Rate Loans and Eurodollar Loans, as the case may be, evidenced thereby, (vi) be subject to mandatory repayment as provided in Section 3.02 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 making) any 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. (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 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 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, Borrower the Borrowers shall promptly execute and deliver to the respective Lender the requested Note or Notes in the appropriate amount or amounts to evidence such Loans.

Appears in 1 contract

Sources: Debt Agreement (Fairpoint Communications 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, 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 1 contract

Sources: Revolving Credit Agreement (Eop Operating LTD Partnership)

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 ▇▇▇▇▇▇, 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 1 contract

Sources: 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 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 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 Funding LLC)

Notes. (a) ▇▇The Borrower agrees that, upon the request to the Administrative Agent by any Term Lender made on or prior to the Closing Date (in the case of requests relating to Tranche A Term Loans) or in connection with any assignment pursuant to Section 10.6(b), in order to evidence such ▇▇▇▇▇▇’s obligation Term Loan, the Borrower will execute and deliver to pay such Term Lender a promissory note substantially in the form of Exhibit A (each, as amended, supplemented, replaced or otherwise modified from time to time, a “Note”), in each case with appropriate insertions therein as to payee, date and principal ofamount, payable to such Term Lender and in a principal amount equal to the unpaid principal amount of the applicable Term Loans made (or acquired by assignment pursuant to Section 10.6(b)) by such Term Lender to the Borrower. Each Note in respect of Tranche A Term Loans shall be dated the Closing Date. Each Note shall be payable as provided in Section 2.3(c), and provide for the payment of interest on, the in accordance with Section 3.1. (b) Any Revolving Lender may request that 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 it hereunder be evidenced by a promissory note. In such event, the Borrower shall promptly prepare, execute and deliver to such Revolving Lender a promissory note payable to such Lender (or, if requested by such Lender, to such Revolving Lender and its permitted registered assigns) substantially assigns and in the a 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, substance reasonably acceptable to the extent any conflict arises between the records maintained pursuant to this Section Administrative Agent and the Register, the Register shall control. (c) Borrower. 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 other provision of this Agreement, in the event any Revolving Lender shall request and receive such a promissory note, the interests represented by such note shall not in at all times (including after any way affect the security assignment of all or guarantees therefor provided part of such interests pursuant to the various Credit Documents. Any Lender that does not have a Note evidencing its outstanding Loans shall in no event Section 10.6) 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 represented by one or more promissory notes payable to the respective Lender the requested Note in the appropriate amount payee named therein or amounts to evidence such Loansits registered assigns.

Appears in 1 contract

Sources: Credit Agreement (Warner Music Group Corp.)

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 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 (Endeavor Acquisition Corp.)

Notes. (a) ▇▇▇▇▇▇▇▇The Borrower’s obligation to pay the principal of, and interest on, the Bridge 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, note duly executed and delivered by the applicable 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 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 Bridge 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 Bridge 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 Bridge 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 Bridge Loans to the applicable Borrower shall affect or in any manner impair the obligations of such Borrower to pay the Bridge Loans (and all related Obligations) incurred by such 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 Bridge 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 Bridge 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 LoansBridge Loans within three Business Days after such Borrower has received such request.

Appears in 1 contract

Sources: Credit Agreement (WESTMORELAND COAL Co)

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) ▇▇▇▇▇▇▇▇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”). (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 1 contract

Sources: Credit Agreement (Leap Wireless International Inc)

Notes. (a) ▇▇▇▇▇▇▇▇’s obligation to pay the principal of, and interest on, the The A Loans made by each Bank shall be evidenced by a single promissory note of the Borrower (a "A Note" and, collectively, the "A Notes") in substantially the form of Exhibit A-1 hereto, dated the Effective Date, payable to the order of such Bank in a principal amount equal to such Bank's A Commitment as originally in effect and otherwise duly completed. All A Loans made by each Bank hereunder and all payments and prepayments made on account of the principal thereof, and all conversions of such A Loans shall be recorded by such Bank on the schedule attached to the relevant A Note (provided that any failure by such Bank to make any such endorsement shall not affect the obligations of the Borrower hereunder or under such A Note in respect of such A Loans). (b) The B Loans made by each Bank shall be evidenced by a single promissory note of the Borrower (a "B Note" and, collectively, the "B Notes") in substantially the form of Exhibit A-2 hereto, dated the Effective Date, payable to the order of such Bank in a principal amount equal to such Bank's B Commitment as originally in effect and otherwise duly completed. All B Loans made by each Bank hereunder and all payments and prepayments made on account of the principal thereof, and all conversions of such B Loans shall be recorded by such Bank on the schedule attached to the relevant B Note (provided that any failure by such Bank to make any such endorsement shall not affect the obligations of the Borrower hereunder or under such B Note in respect of such B Loans). (c) The Swing Line Loans made by the Swing Line 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 single promissory note payable to such Lender of the Borrower (or, if requested by such Lender, to such Lender and its registered assignsthe "Swing Line Note") substantially in the form of Exhibit B-1A-3 hereto, Exhibit B-2 or Exhibit B-3dated the Effective Date, as applicable (each payable to the order of the Swing Line Lender in a “Note”). (b) Each Lender will note on its internal records principal amount equal to the amount of each Swing Line Loan Commitment and otherwise duly completed. All Swing Line Loans made by it the Swing Line Lender hereunder and each payment in respect all payments and prepayments on account of the principal thereof and prior to any transfer of any of its Notes will endorse shall be recorded by the Swing Line Lender on the reverse side thereof schedule attached to the outstanding principal amount of Loans evidenced thereby. Failure Swing Line Note (provided, that any failure by the Swing Line Lender to make any such notation 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 to pay hereunder or under 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 (bSwing Line Note). 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: Loan Agreement (National Consumer Cooperative Bank /Dc/)

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-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 Borrower 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 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 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 Lenders, 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 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: Credit and Guaranty Agreement (Ancestry.com LLC)

Notes. The Loans made by each Bank under this Agreement shall be evidenced by a single note, in the form of EXHIBIT B, duly executed by Borrower, payable to such Bank for the account of its Applicable Lending Office (a) ▇▇▇▇▇▇▇▇’s obligation each such note, as the same may hereafter be amended, modified, extended, severed, assigned, substituted, renewed or restated from time to pay time, including any substitute note pursuant to Section 3.07 or 12.05, a "Note" and collectively, the principal of"Notes"). Each Bank is hereby authorized by Borrower to endorse on the schedule attached to the Note held by it, the amount of each advance, and interest oneach payment of principal received by such Bank for the account of its Applicable Lending Office(s) on account of its Loans, which endorsement shall, in the absence of manifest error, be conclusive as to the outstanding balance of the Loans made by such Bank. The failure by Administrative Agent or any Bank to make such notations with respect to the Loans or each Lender advance or payment shall be evidenced in not limit or otherwise affect the Register maintained obligations of Borrower under this Agreement or the Notes. Each Bank may, by notice to the Borrower and the Administrative Agent pursuant to Section 13.04 Agent, request that its Loans of a particular type (including, without limitation, Swingline Loans and shall, if requested by such ▇▇▇▇▇▇, also Bid Rate Loans) be evidenced by a promissory note. In such event, Borrower shall promptly prepare, execute and deliver separate Note in an 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”). (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 aggregate 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 Any additional costs incurred by the avoidance Administrative Agent, the Borrower or the Banks in connection with preparing such a Note shall be at the sole cost and expense of doubt, the Bank requesting such Note. In the event any Loans evidenced by such a Note are paid in full prior to the extent Maturity Date, any conflict arises between such Bank shall return such Note to Borrower. Each such Note shall be in substantially the records maintained pursuant form of EXHIBIT B 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 Section and the Register, the Register shall control. (c) Notwithstanding anything Agreement to the contrary contained above in this Section 2.05 "Note" of such Bank shall be deemed to refer to and include any or elsewhere in this Agreement, Notes shall only be delivered to Lenders that at any time specifically request the delivery all of such Notes, as the context may require. No failure of any Lender to request or obtain In connection with 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 LoansRefinancing Mortgage, Borrower shall promptly execute and deliver to the respective Lender Administrative Agent, a mortgage note, payable to the Administrative Agent for the account of the Banks, which shall be secured by the applicable Refinancing Mortgage. Such note shall be in such form as shall be requested Note by Borrower, subject to the Administrative Agent's reasonable approval. Each reference in this Agreement to the appropriate amount "Notes" shall be deemed to refer to and include any or amounts to evidence all of such Loansmortgage notes, as the context may require.

Appears in 1 contract

Sources: Revolving Credit Agreement (Vornado Realty 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 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 “ Term Note” and, collectively, the NoteTerm 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 Credit Document 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 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 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 five (5) 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 1 contract

Sources: Credit Agreement (Amb Property 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 Loans 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 Loans 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 Loans evidenced by such a Note are paid in full prior to the applicable 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. 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 1 contract

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

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 such Lender’s obligation Percentage of the original Commitment Amount. The Borrower hereby irrevocably authorizes each Lender to pay 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: Bridge Credit Agreement (Ust 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 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 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 (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 LoansLoans within three Business Days after the Borrower has received such request.

Appears in 1 contract

Sources: Credit Agreement (WESTMORELAND COAL Co)

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 ofUnless otherwise requested by a Bank, and interest on, the any Ratable Loans made by each Lender Bank under this Agreement shall be evidenced by, and repaid with interest in the Register maintained by the Administrative Agent pursuant to Section 13.04 and shallaccordance with, 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 of Borrower in the form of Exhibit B-1EXHIBIT B duly completed and executed by Borrower, Exhibit B-2 or Exhibit B-3in a principal amount equal to such Bank’s Loan Commitment, payable to such Bank for the account of its Applicable Lending Office (each such note, as applicable (each the same may hereafter be amended, modified, extended, severed, assigned, substituted, renewed or restated from time to time, including any substitute note pursuant to Section 3.07 or 12.05, a “Ratable Loan Note”). A particular Bank’s Ratable Loan Note(s) are referred to collectively in this Agreement as such Bank’s “Note”). (b) ; all such Ratable Loan Notes and interests are referred to collectively in this Agreement as the “Notes”. The Ratable Loans shall mature, and all outstanding principal and accrued interest and other Obligations shall be paid in full, on the Maturity Date, as the same may be accelerated in accordance with this Agreement. Each Lender will note Bank is hereby authorized by Borrower to endorse on its internal records the schedule attached to the Ratable Loan Note held by it, the amount of each Loan made by it advance, and each payment in respect thereof and prior to any transfer of any principal received by such Bank for the account of its Notes will endorse Applicable Lending Office(s) on account of its Ratable Loans, which endorsement shall, in the reverse side thereof absence of manifest error, be conclusive as to the outstanding principal amount balance of the Ratable Loans evidenced therebymade by such Bank. Failure The failure by any Bank to make any such notation notations with respect to the Loans or any error in such notation each advance or payment 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 Borrower to pay under this Agreement or the Loans (and all related Obligations) incurred by Borrower which would otherwise be evidenced thereby in accordance Notes. In connection 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 LoansRefinancing Mortgage, Borrower shall promptly execute and deliver to the respective Lender Administrative Agent, a mortgage note, payable to the Administrative Agent for the account of the Banks, which shall be secured by the applicable Refinancing Mortgage. Such note shall be in such form as shall be requested Note by Borrower, subject to the Administrative Agent’s reasonable approval. Each reference in this Agreement to the appropriate amount “Notes” shall be deemed to refer to and include any or amounts to evidence all of such Loansmortgage notes, as the context may require.

Appears in 1 contract

Sources: Revolving Credit Agreement (Vornado Realty Lp)

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. (ai) ▇▇▇▇▇▇▇▇’s obligation to pay the principal of, and interest on, the The Loans made by 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 single promissory note of the Borrower payable to such Lender (or, if requested by such Lender, to such Lender and its registered assigns) the order of each Bank in substantially in the form of Exhibit B-1A hereto (hereinafter sometimes referred to individually as a "Note" and collectively as the "Notes"). Each Note shall be dated the date of this Agreement, Exhibit B-2 shall be payable to the order of a Bank in a principal amount equal to such Bank's Commitment as originally in effect, and shall otherwise be duly completed. (ii) The Notes shall be payable as provided in Sections 2.1 and 2.5 hereof. The Notes shall amend and restate the "Notes" executed and delivered in connection with the Prior Loan Agreement, and upon execution and delivery of the Notes pursuant hereto, the Agent shall legend the "Notes" delivered under the Prior Loan Agreement "Paid by Substitution of New Note" and shall return such "Notes" to the Borrower. The parties hereto acknowledge and agree that the "Loans" made under the Prior Loan Agreement and outstanding immediately prior to the execution and delivery of this Agreement and the Notes are not to be deemed extinguished by the execution and delivery of the Notes or Exhibit B-3this Agreement, and that such "Loans" remain outstanding as of the date hereof, and, as applicable (each a “Note”)the terms and conditions thereof are amended and restated pursuant to this Agreement, constitute Loans under this Agreement and are evidenced by the Notes executed and delivered pursuant hereto. (b) Each Lender will note Bank may enter on a schedule attached to its Note or in its internal records the amount of a notation with respect to each Loan made by it hereunder of: (i) the date and principal amount thereof, (ii) each payment in respect thereof and prior to any transfer prepayment of principal thereof, (iii) the applicable interest rate and (iv) the Interest Period, if applicable. The failure of any of its Notes will endorse Bank to make a notation on the reverse side thereof the outstanding principal amount of Loans evidenced thereby. Failure schedule to make any such notation its Note or any error in such notation its internal records as aforesaid shall not limit or otherwise affect Borrower’s obligations the obligation of the Borrower to repay the Loans 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 controlaccordance with their respective terms as set forth herein. (c) Notwithstanding anything The Agent shall render a monthly statement to the contrary contained above in this Section 2.05 or elsewhere in this AgreementBorrower of its account, Notes and shall only be delivered use its best efforts to Lenders that at any time specifically request deliver such statement not later than fifteen (15) Business Days after the delivery end of such Notes. No month, provided, however, that the failure of any Lender the Agent to request deliver such statement within such fifteen-day period shall not limit or obtain a Note evidencing its Loans to Borrower shall otherwise affect or in any manner impair the obligations obligation of the Borrower to pay repay the Loans (and all related Obligations) incurred by Borrower which would otherwise be evidenced thereby in accordance with the requirements of this Agreementterms set forth herein. If the Borrower fails to object in writing to such statement within thirty (30) days after it is rendered, it shall be deemed to be an account stated and shall not in any way affect binding upon 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 Loansconclusive absent manifest error.

Appears in 1 contract

Sources: Loan Agreement (National Patent Development 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 13.16 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 “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 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 1 contract

Sources: Credit Agreement (Capella Healthcare, 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 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 therebySECTION 10.11.1. 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 (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 (Commemorative Brands Inc)

Notes. (a) ▇▇▇▇▇▇▇▇The Borrower’s obligation to pay the principal of, and interest on, the Loans made by each Lender the Lenders shall be evidenced in the Register maintained by the Administrative Agent pursuant to Section 13.04 12.14 and shall, if requested by such ▇▇▇▇▇▇any Lender, 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 C duly executed and delivered by the Borrower substantially in form and substance reasonably acceptable to such Lender (each a the “Note”). (b) The Note issued to such Lender shall (i) be executed by the Borrower, (ii) be payable to such Lender or its registered and permitted assigns and be dated the Effective Date, (iii) be in a stated principal amount equal to the outstanding Loans of such Lender at such time and be payable in the outstanding principal amount of the Loans evidenced thereby, (iv) mature on the Maturity Date, (v) bear interest as provided in Section 2.06 in respect of the Loans 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 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 the 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 Loans made or repaid pursuant to this Section Agreement and the Register, the Register shall controlother Credit Documents. (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 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 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 (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 Lender (i) an affidavit of loss or destruction and (ii) a customary 19-22911-rdd Doc 134-1 Filed 07/19/19 Entered 07/19/19 13:46:56 Exhibit A Pg 16 of 66 lost/destroyed Note indemnity, in each case in form and substance reasonably acceptable to the Borrower and such Lender, and duly executed by such Lender.

Appears in 1 contract

Sources: Secured Debtor in Possession Credit Agreement

Notes. Company shall execute and deliver on the Closing Date (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 applicable DIP Lender (oror to Agent for that DIP Lender) a DIP/Bridge Note, if requested by such Lender, to such Lender and its registered assigns) substantially in the form of Exhibit B-1EXHIBIT IV annexed hereto, Exhibit B-2 or Exhibit B-3to evidence that DIP Lender's DIP/Bridge Loans, as in the principal amount of that DIP Lender's applicable (each a “Note”). DIP/Bridge Loans and with other appropriate insertions, and (b) Each to DIP Swing Line Lender will note on its internal records (or to Agent for that Lender) a DIP Swing Line Note, substantially in the amount form of each Loan made by it and each payment EXHIBIT V annexed hereto, to evidence DIP Swing Line Lender's DIP Swing Line Loans, 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 therebythe DIP Swing Line Loan Commitment and with other appropriate insertions. Failure Each of ▇▇▇▇ UK, ▇▇▇▇ France and ▇▇▇▇ Japan shall execute and deliver on its applicable Foreign Bridge Facility Availability Date (a) to make any each applicable UK Bridge Lender, French Bridge Lender and Japanese Bridge Lender, as the case may be (or to Agent for such notation or any error Lender), a DIP/Bridge Note, substantially in the form of EXHIBIT IV annexed hereto, to evidence such notation shall not affect Borrower’s obligations Lender's DIP/Bridge Loans, in respect the principal amount of such LoansLender's applicable DIP/Bridge Loans and with other appropriate insertions. For Until the avoidance Settlement Date (as such term is defined and used in the Stonington Assignment Agreement) and satisfaction by Stonington Equity Sub of doubtthe terms and conditions of the Stonington Commitment Documents, 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 no 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 a DIP/Bridge Note to the respective Lender Stonington Lender. Agent may deem and treat the requested payee of any Note as the owner thereof for all purposes hereof unless and until an Assignment Agreement effecting the assignment or transfer thereof shall have been accepted by Administrative Agent as provided in subsection 10.1B(ii). Any request, authorization or consent of any person or entity who, at the appropriate amount time of making such request or amounts to evidence giving such Loansauthority or consent, is the holder of any Note shall be conclusive and binding on any subsequent holder, assignee or transferee of that Note or of any Note or Notes issued in exchange therefor.

Appears in 1 contract

Sources: Multicurrency Credit Agreement (Goss Graphic Systems Inc)

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 '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 1 contract

Sources: Senior Revolving Credit Agreement (Petrohawk Energy Corp)

Notes. (a) ▇▇▇▇▇▇▇▇’s obligation Each Lender shall maintain in accordance with its usual practice appropriate records evidencing the Indebtedness of the Borrower to pay such Lender resulting from each Loan made by such Lender from time to time, including the amounts of principal of, and interest onpayable thereon and paid to such Lender from time to time under this Agreement. The Administrative Agent shall maintain appropriate records in which shall be recorded (i) the Commitment of each Lender, (ii) the amount of each Loan made hereunder by each Lender, the Loans made by Type thereof and, in the case of each Eurodollar Loan, the Interest Period applicable thereto, (iii) the date of any continuation of any Loan pursuant to Section 2.04, (iv) the date of any conversion of all or a portion of any Loan to another Type pursuant to Section 2.04, (v) the date and amount of any principal or interest due and payable or to become due and payable from the Borrower to each Lender shall be evidenced hereunder in respect of the Register maintained Loans and (vi) both the date and amount of any sum received by the Administrative Agent pursuant hereunder from the Borrower in respect of the Loans and each Lender’s pro rata share thereof. The entries made in such records shall be prima facie evidence of the existence and amounts of the obligations of the Borrower therein recorded; provided that the failure or delay of any Lender or the Administrative Agent in maintaining or making entries into any such record or any error therein shall not in any manner affect the obligation of the Borrower to Section 13.04 repay the Loans (both principal and shallunpaid accrued interest) of such Lender in accordance with the terms of this Agreement. At the request of any Lender at any time, if requested by such ▇▇▇▇▇▇, also be evidenced by a promissory note. In such event, the Borrower shall promptly agrees that it will 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 its registered assigns) in substantially in the form of Exhibit B-1, Exhibit B-2 A or Exhibit B-3, as applicable (each a “Notesuch other form approved by the Administrative Agent.). (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 1 contract

Sources: Credit Agreement (Synergy Resources Corp)

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 12.04(b)(iv) 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-1I-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 I-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 applicable 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 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 applicable Borrower or 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 1 contract

Sources: Abl Credit Agreement (Affinia Group Intermediate 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 ▇▇▇▇▇▇, 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 1 contract

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

Notes. Any such consent or waiver by the Holder of this Global Senior Note (aunless revoked as provided in the Senior Indenture) ▇▇▇▇▇▇▇▇’s obligation shall be conclusive and binding upon such Holder and upon all future Holders and owners of this Global Senior Note and of any Senior Note issued in exchange or substitution herefor, whether or not any notation of such consent or waiver is made upon this Global Senior Note. As set forth in, and subject to, the provisions of the Senior Indenture, no Holder of any Senior Notes will have any right to pay institute any proceeding with respect to the Senior Indenture or for any remedy thereunder, unless such Holder shall have previously given to the Trustee written notice of default in respect of the Senior Notes and the continuance thereof, and unless the Holders of not less than 25 percent in aggregate principal amount of the Senior Notes then outstanding shall have made written request upon the Trustee to institute such action or proceedings in its own name as Trustee hereunder and shall have furnished to the Trustee such reasonable indemnity as it may require, and the Trustee shall have failed to institute such proceeding within 60 calendar days; PROVIDED, HOWEVER, that such limitations do not apply to a suit instituted by the Holder hereof for the enforcement of payment of the principal ofof and any premium or interest on this Global Senior Note on or after the respective due dates expressed herein. THIS SENIOR NOTE IS A GLOBAL SENIOR NOTE REGISTERED IN THE NAME OF THE DEPOSITARY OR A NOMINEE THEREOF AND, UNLESS AND UNTIL IT IS EXCHANGED IN WHOLE OR IN PART FOR THE INDIVIDUAL NOTES REPRESENTED HEREBY, THIS GLOBAL SENIOR NOTE MAY NOT BE TRANSFERRED EXCEPT AS A WHOLE BY THE DEPOSITARY TO A NOMINEE OF THE DEPOSITARY OR BY A NOMINEE OF THE DEPOSITARY TO THE DEPOSITARY OR ANOTHER NOMINEE OF THE DEPOSITARY OR BY THE DEPOSITARY OR ANY SUCH NOMINEE TO A SUCCESSOR DEPOSITARY OR A NOMINEE OF SUCH SUCCESSOR DEPOSITARY. If at any time the Depositary for this Global Senior Note notifies the Company that it is unwilling or unable to continue as Depositary for this Global Senior Note or if at any time the Depositary for this Global Senior Note shall no longer be registered as a clearing agency under the Securities Exchange Act of 1934, as amended, or any successor statute or regulation, the Company may appoint a successor Depositary with respect to this Global Senior Note. If (A) a successor Depositary for this Global Senior Note is not appointed by the Company within 60 calendar days after the Company receives such notice or becomes aware of such ineligibility, or (B) any Senior Notes are represented by this Global Senior Note at a time when an Event of Default with respect to the Senior Notes shall have occurred and be continuing, then in each case the Company's election to issue this Senior Note in global form shall no longer be effective with respect to this Global Senior Note and the Company will execute, and interest onthe Trustee, upon receipt of a Company Order for the Loans made by each Lender authentication and delivery of individual Senior Notes in exchange for this Global Senior Note, shall be evidenced authenticate and make available for delivery, individual Senior Notes of like tenor and terms in definitive form in an aggregate principal amount equal to the Register maintained principal amount of this Global Senior Note in exchange for this Global Senior Note. If agreed by the Administrative Agent pursuant Company and the Depositary with respect 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 Senior Notes issued in the form of Exhibit B-1this Global Senior Note, Exhibit B-2 the Depositary for such Global Senior Note shall surrender this Global Senior Note in exchange in whole or Exhibit B-3in part for individual Senior Notes of like tenor and terms in definitive form on such terms as are acceptable to the Company and such Depositary. Thereupon the Company shall execute, as applicable and the Trustee shall authenticate and make available for delivery, without a service charge, (1) to each Person specified by such Depositary, a “Note”). (b) Each Lender will note on its internal records the amount new Senior Note or Senior Notes of each Loan made by it like tenor and each payment in respect thereof terms, and prior to any transfer of any authorized denominations as requested by such Person in aggregate principal amount equal to and in exchange for the beneficial interest of its Notes will endorse on such Person in this Global Senior Note, and (2) to such Depositary a new Global Senior Note of like tenor and terms and in a denomination equal to the reverse side thereof difference, if any, between 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 Global Senior Note and the Registeraggregate principal amount of Senior Notes delivered to Holders thereof. Under certain circumstances specified in the Senior Indenture, 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 Depositary may be required to make surrender any two or more Global Senior Notes which have identical terms (but which may have differing Original Issue Dates) to the notations otherwise described in Trustee, and the preceding clause (b). At any time when any Lender requests the delivery of a Note to evidence any of its Loans, Borrower Company shall promptly execute and the Trustee shall authenticate and deliver to, or at the direction of, the Depositary a Global Senior Note in principal amount equal to the respective Lender aggregate principal amount of, and with all terms identical to, the requested Global Senior Notes surrendered to the Trustee, and such new Global Senior Note in shall indicate each applicable Original Issue Date and the appropriate principal amount or amounts applicable to evidence each such LoansOriginal Issue Date.

Appears in 1 contract

Sources: Indenture Supplement (Centex Corp)

Notes. (a) ▇▇▇▇▇▇▇▇’s The Borrower's obligation to pay the principal of, and interest on, repay the Loans made by of 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 single Note 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 the amount Borrower and the Administrative Agent, request that the Borrower’s obligation to repay such Lender’s Loans of a particular Type or Class, or in a particular currency, 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 or Class, or in the relevant currency. 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) Promptly after it receives each Lender’s Note pursuant to Section 3.01(d), the Administrative Agent shall forward such Note to such Lender. Each Lender shall record the date, amount, Class, Type and currency 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 schedule forming a part thereof appropriate notations to evidence the outstanding principal amount of Loans evidenced thereby. Failure foregoing information with respect to each such Loan 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 the Borrower’s obligations in respect hereunder or under the Notes. Each Lender 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 shall only be delivered to Lenders that at any time specifically request the delivery Upon receipt of such Notes. No failure an affidavit of an officer 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 as to the various Credit Documents. Any Lender that does not have loss, theft, destruction or mutilation of any Note, the Borrower will issue, in lieu thereof, 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 replacement Note in the appropriate principal amount of the Note lost, stolen, destroyed or amounts to evidence such Loansmutilated.

Appears in 1 contract

Sources: Credit Agreement (Sybron Chemicals 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 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 1 contract

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

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 1 contract

Sources: Credit Agreement (Diamond S Shipping 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 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-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. (ba) 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. (cb) 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 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 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: Exit Abl Credit Agreement (Pyxus International, Inc.)

Notes. (a) ▇▇▇▇▇▇▇▇’s The Borrowers’ obligation to pay the principal of, and interest on, the Loans of any Class made by each Lender shall be joint and several and shall be evidenced in the Register maintained by the Administrative Agent pursuant to Section 13.04 10.15 and shall, if requested by such ▇▇▇▇▇▇Lender as provided below, 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-1, Exhibit B-2 H-1 or Exhibit B-3H-2, as applicable applicable, with blanks appropriately completed in conformity herewith (each a “Note” and, collectively, the “Notes”). (b) The Note issued to each Lender that has made a Loan shall (i) be executed by the Borrowers, (ii) be payable to such Lender or its registered assigns and be dated the Effective Date, (iii) be in a stated principal amount equal to the Class of Loan made by such Lender and be payable in the outstanding principal amount of the Loan evidenced thereby, (iv) mature on the applicable Maturity Date, (v) bear interest as provided in Section 2.06, (vi) be subject to voluntary prepayment and mandatory repayment as provided herein, and (vii) be entitled to the benefits of this Agreement and the other Loan Documents. (c) Each Lender will note on its internal records the amount of the Loan of each Loan Class made by it and each payment in respect thereof and and, prior to any transfer the surrender of any of its Notes a Note pursuant to Section 10.15, will endorse record on the reverse side thereof the outstanding principal amount of Loans of such Class evidenced thereby. Failure to make any such notation or any error in such notation or endorsement 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. (cd) 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 Borrower the Borrowers of any Class shall affect or in any manner impair the obligations of Borrower the Borrowers to pay the Loans (and all related Loan Document 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 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 (bc). At any time when any Lender requests the delivery of a Note to evidence any of its LoansLoans of any Class, Borrower the Borrowers shall (at their expense) 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 (Seadrill Partners LLC)

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 (orthe order of the Administrative Agent, if requested by such Lender, to such Lender and its registered assigns) substantially in on behalf of the form Banks 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 the provisions of Section 2.6(a) above, each Bank may, by notice to any Borrower and the Administrative Agent, request that its Loans to such Borrower be evidenced by a separate Note payable to the order of such Bank for the account of its Lending Office, in which event the Note made by such Borrower pursuant to Section 2.6(a) above shall not include or evidence the Loans made by such Bank to such Borrower. Each Lender will note such Note shall be in substantially the form of Exhibit A-1 or Exhibit A-2, as applicable, hereto with appropriate modifications to reflect the fact that it evidences solely Loans made by the applicable Bank. (c) Each Bank may, by notice to any Borrower and the Administrative Agent, request that its 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, such 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 applicable Borrower. Each such Note shall be in substantially the form of Exhibit A-1 or Exhibit A-2, as applicable, 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 returned, replaced or modified accordingly. (d) Upon receipt of each Note pursuant to Section 3.1(a), the Administrative Agent shall forward a copy of such Note to each Bank. The Administrative Agent shall record the date, amount, type and maturity of each Loan made by each Bank and the date and amount of each payment of principal made by each Borrower, with respect thereto, and may, if the Administrative Agent so elects in connection with any transfer or enforcement of its 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 the Administrative Agent to make any such recordation or endorsement shall not affect the obligations of any Borrower hereunder or under the Notes. The Administrative Agent is hereby irrevocably authorized by each Borrower so to endorse its internal records Note and to attach to and make a part of its Note a continuation of any such schedule as and when required. (e) Upon receipt of each Bank's Note pursuant to Section 2.6(b) or (c) above, the amount 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 applicable 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 any Borrower hereunder or under the Notes. Each Bank is hereby irrevocably authorized by each 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. (cf) 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. (g) There shall only be delivered to Lenders that no more than five (5) TIBOR Groups of Loans outstanding at any one time specifically request the delivery of such Notes. No failure of any Lender with respect 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 Loanseach Borrower.

Appears in 1 contract

Sources: Revolving Credit Agreement (Amb Property Lp)

Notes. (a) ▇▇▇▇▇▇▇▇The cost of breach notifications and related compliance obligations can be significant, and when those are a result of Recipient’s actions, the cost should be passed along to Recipient. Indemnification is sometimes used in these circumstances, but we chose reimbursement to avoid issues for institutions that are statutorily prohibited from providing an indemnity. Agreement ID: Nothing herein shall authorize the Recipient to use or further disclose the Data in a manner that would violate the requirements of Provider under 45 CFR 164.514. Recipient shall not use or further disclose the Data other than as permitted by this Agreement or as otherwise required by law. Recipient shall report to the Provider any use or disclosure of the Data not provided for by this Agreement within 5 business days of when it becomes aware of such use or disclosure. In the event Recipient becomes aware of any use or disclosure of the Data not provided for by this Agreement, Recipient shall take any appropriate steps to minimize the impact of such unauthorized use or disclosure as soon as practicable and shall notify Provider of such use or disclosure as soon as possible, but no later than 5 business days after discovery of the unauthorized use or disclosure. Recipient shall cooperate with Provider to investigate, correct, and/or mitigate such unauthorized use or disclosure. Recipient acknowledges that Provider may have an obligation to pay make further notifications under applicable state law and shall cooperate with the principal ofProvider to the extent necessary to enable Provider to meet all such obligations, and interest onwill reimburse Provider for the cost of meeting all such obligations. Provider is a HIPAA Covered Entity, and the Data will be a Limited Data Set as defined by the Health Insurance Portability and Accountability Act of 1996 (“HIPAA”). In accordance with Section 164.514(e)(2) of the HIPAA Privacy Rule, the Loans made by each Lender Data shall be evidenced in exclude the Register maintained by following direct identifiers of the Administrative Agent pursuant individual or of relatives, employers, or household members of the individual: Names; Postal address information, other than town or city, State, and zip code; Telephone numbers; Fax numbers; Electronic mail addresses; Social security numbers; Medical record numbers; Health plan beneficiary numbers; Account numbers; Certificate/license numbers; Vehicle identifiers and serial numbers, including license plate numbers; Device identifiers and serial numbers; Web Universal Resource Locators (URLs); Internet Protocol (IP) address numbers; Biometric identifiers, including finger and voice prints; and Full face photographic images and any comparable images. If the Data being provided is coded, the Provider will not release, and the Recipient will not request, the key to Section 13.04 and shallthe code. Notwithstanding any statement herein to the contrary, if requested by such ▇▇▇▇▇▇, also be evidenced by a promissory noteProvider represents that it has full authority to share the Data with the Recipient. In such event, Borrower shall promptly prepare, execute and deliver Recipient agrees to such Lender a promissory note payable store Data with security controls adequate to such Lender (or, if requested by such Lenderprotect Personally Identifiable Information, to such Lender ensure that only Authorized Persons have access to the Data, and its registered assigns) substantially to maintain appropriate control over the Data at all times. Recipient will not use the Data, either alone or in the form of Exhibit B-1concert with any other information, 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 effort to identify or any error in such notation shall not affect Borrower’s obligations in respect contact individuals who are or may be the sources of such Loans. For the avoidance of doubtData without specific written approval from Provider and appropriate Institutional Review Board approval, to the extent any conflict arises between the records maintained if required pursuant to this Section 45 CFR 46. Should Recipient inadvertently receive identifiable information or otherwise identify a subject, Recipient shall promptly notify Provider and follow Provider’s reasonable written instructions, which may include return or destruction of the Register, the Register shall control. (c) Notwithstanding anything to the contrary contained above in this Section 2.05 or elsewhere in identifiable information. By signing this Agreement, Notes shall only be delivered to Lenders Recipient provides assurance that at any time specifically request relevant institutional policies and applicable federal, state, or local laws and regulations (if any) have been followed, including the delivery of such Notes. No failure completion of any Lender IRB or ethics review or approval that may be required. Upon Provider’s written request to request or obtain a Note evidencing the Recipient’s Contact for Formal Notices identified in the signature block, Recipient shall provide documentation of its Loans IRB-Approved Protocol. The parties agree to Borrower shall affect or take such action as is necessary to amend this Agreement, from time to time, in any manner impair order for the obligations of Borrower Provider to pay the Loans (and all related Obligations) incurred by Borrower which would otherwise be evidenced thereby remain in accordance compliance 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 LoansHIPAA.

Appears in 1 contract

Sources: Data Transfer and Use Agreement

Notes. Upon request of any Lender or the Swing Line Lender, (ai) ▇▇▇▇▇▇▇▇the Company will execute and deliver to such Lender a Revolving Facility Note with blanks appropriately completed in conformity herewith to evidence the Company’s obligation to pay the principal of, 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 it by such ▇▇▇▇▇▇Lender, also be evidenced by a promissory note. In such event, (ii) each Foreign Revolving Facility Borrower shall promptly prepare, will execute and deliver to such Lender a promissory note payable Revolving Facility Note with blanks appropriately completed in conformity herewith to such Lender (orevidence its obligation to pay the principal of, if requested and interest on, the Revolving Loans made to it by such Lender, (iii) if applicable, the Canadian Borrowers will execute and deliver to each Canadian Lender a BA Equivalent Note and a Canadian Base Rate Note with blanks appropriately completed in conformity herewith to evidence their obligation to pay the principal of, and interest on, the Canadian Revolving Loans made to them by such Lender, (iv) the Company will execute and deliver to such Lender and its registered assigns) substantially a Term Note with blanks appropriately completed in conformity herewith to evidence 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 BorrowerCompany’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 obligation to pay the Loans (and all related Obligations) incurred by Borrower which would otherwise be evidenced thereby in accordance with the requirements of this Agreementprincipal of, and shall not in any way affect interest on, the security or guarantees therefor provided pursuant Term Loans made to it by such Lender, and (v) 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 Company will execute and deliver to the respective Swing Line Lender the requested a Swing Line Note with blanks appropriately completed in the appropriate amount or amounts conformity herewith to evidence the Company’s obligation to pay the principal of, and interest on, the Swing Loans made to it by the Swing Line Lender; provided, however, that the decision of any Lender or the Swing Line Lender to not request a Note shall in no way detract from any Borrower’s obligation to repay the Loans and other amounts owing by such LoansBorrower to such Lender or the Swing Line Lender.

Appears in 1 contract

Sources: Credit Agreement (American Greetings Corp)