Common use of Notes Clause in Contracts

Notes. If requested by a Lender, the Loans made by such Lender shall be evidenced by a single promissory note of the Borrower in substantially the form of Exhibit A, dated, in the case of (i) any Lender party hereto as of the date of this Agreement, as of the Effective Date, and (ii) any other Lender, as of the date such Lender becomes a party hereto, payable to such Lender in a principal amount equal to its Maximum Credit Amount as in effect on such date, and otherwise duly completed. In the event that any Lender’s Maximum Credit Amount increases or decreases for any reason (whether pursuant to Section 2.06, Section 2.09, Section 12.04(b) or otherwise), the Borrower shall deliver or cause to be delivered, to the extent such Lender is then holding a Note and upon the written request of such Lender, on the effective date of such increase or decrease, a new Note payable to such Lender in a principal amount equal to its Maximum Credit Amount after giving effect to such increase or decrease, and otherwise duly completed. Upon receipt of such replacement Note, such Lender shall return the replaced Note to the Borrower. The date, amount, Type, interest rate and, if applicable, Interest Period of each 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 Note, and, prior to any transfer, may be endorsed by such Lender on a schedule attached to such Note or any continuation thereof or on any separate record maintained by such Lender. Failure to make any such notation or to attach a schedule shall not affect any Lender’s or the Borrower’s rights or obligations in respect of such Loans or affect the validity of such transfer by any Lender of its Note.

Appears in 5 contracts

Sources: Credit Agreement (Quicksilver Resources Inc), Credit Agreement (Quicksilver Resources Inc), Credit Agreement (Quicksilver Resources Inc)

Notes. If requested by Upon request of a Lender, the Loans made by such Lender shall be evidenced by a single promissory note of the Borrower in substantially the form of Exhibit A, dated, and (i) in the case of (i) any Lender party hereto as of the date of this Agreement, such Note shall be dated as of the Effective Datedate of this Agreement, and (ii) in the case of any other LenderLender that becomes a party hereto pursuant to an Assignment and Assumption, such Note shall be dated as of the effective date of the Assignment and Assumption, or (iii) in the case of any Lender that becomes a party hereto in connection with an increase in the Total Commitment pursuant to Section 2.06(c), as of the effective date of such Lender becomes a party heretoincrease, in each case, payable to such Lender in a principal amount equal to its Maximum Credit Amount Commitment as in effect on such date, and otherwise duly completed. In the event that any Lender’s Maximum Credit Amount Commitment increases or decreases for any reason (whether pursuant to Section 2.06, Section 2.09, Section 12.04(b) or otherwise), the Borrower shall shall, upon request of such Lender, deliver or cause to be delivered, to the extent such Lender is then holding a Note and upon the written request of such Lender, delivered on the effective date of such increase or decrease, a new Note payable to such Lender in a principal amount equal to its Maximum Credit Amount Commitment after giving effect to such increase or decrease, and otherwise duly completed. Upon receipt of such replacement Note, such Lender shall against return the replaced Note to the BorrowerBorrower of the Note so replaced. The date, amount, Type, interest rate and, if applicable, Interest Period of each 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 Note, and, prior to any transfer, may be endorsed by such Lender on a schedule attached to such Note or any continuation thereof or on any separate record maintained by such Lender. Failure to make any such notation or to attach a schedule shall not affect any Lender’s or the Borrower’s rights or obligations in respect of such Loans or affect the validity of such transfer by any Lender of its Note.

Appears in 5 contracts

Sources: Credit Agreement (Ultra Petroleum Corp), Credit Agreement (Ultra Petroleum Corp), Credit Agreement

Notes. If requested by a Lender, the The Revolving Credit Loans made by such each Lender shall be evidenced by a single promissory note executed and delivered by the applicable Borrower at the request of the Borrower such Lender, substantially in substantially the form of Exhibit AB-1, dated, in the case of with appropriate insertions as to payee and date (i) any Lender party hereto as of the date of this Agreement, as of the Effective Date, and (ii) any other Lender, as of the date such Lender becomes a party hereto“Revolving Credit Note”), payable to the order of such Lender in a principal amount equal to its Maximum the aggregate unpaid principal amount of all Revolving Credit Amount as in effect on Loans made by such date, Lender. The Competitive Loans made by each Lender shall be evidenced by a promissory note executed and otherwise duly completed. In delivered by Kimco at the event that any Lender’s Maximum Credit Amount increases or decreases for any reason (whether pursuant to Section 2.06, Section 2.09, Section 12.04(b) or otherwise), the Borrower shall deliver or cause to be delivered, to the extent such Lender is then holding a Note and upon the written request of such Lender, on substantially in the effective form of Exhibit B-2, with appropriate insertions as to payee and date (a “Competitive Loan Note”), payable to the order of such increase or decreaseLender. Each Lender is hereby authorized to record, a new Note payable to such Lender in a principal amount equal to its Maximum Credit Amount after giving effect to such increase or decreaseas applicable, and otherwise duly completed. Upon receipt of such replacement Note, such Lender shall return the replaced Note to the Borrower. The date, amount, Type, interest rate and, if applicable, Interest Period Type and amount of each Revolving Credit Loan or Competitive Loan made by each such Lender, each continuation thereof, each conversion of all or a portion thereof to another Type, the date and all payments made amount of each payment or prepayment of principal thereof and, in the case of Fixed Rate Loans and Eurocurrency Loans, the length of each Interest Period with respect thereto and, in the case of Money Market Loans, the Money Market Loan Maturity Date with respect thereto, on account the schedule (including any continuation thereof) annexed to and constituting a part of its Revolving Credit Note or Competitive Loan Note, as the case may be, and any such recordation shall constitute prima facie evidence of the principal thereof, shall be recorded accuracy of the information so recorded; provided that the failure by such any Lender on its books for its Note, and, prior to any transfer, may be endorsed by such Lender on a schedule attached to such Note or any continuation thereof or on any separate record maintained by such Lender. Failure to make any such notation recordation or to attach a schedule any error in such recordation shall not affect the obligations of any Lender’s Borrower under this Agreement or the Borrower’s rights or obligations in respect of such Loans or affect the validity of such transfer by any Lender of its NoteNotes.

Appears in 5 contracts

Sources: Credit Agreement (Kimco Realty Corp), Credit Agreement (Kimco Realty Corp), Credit Agreement (Kimco Realty Corp)

Notes. If requested by a Lender, the Loans made by such each Lender shall be evidenced by a single promissory note of the Borrower in substantially the form of Exhibit A, dated, in the case of (i) any Lender party hereto as of the date of this Agreement, as of the Effective Datedate of this Agreement, and (ii) any other LenderLender that becomes a party hereto pursuant to an Assignment and Assumption, as of the effective date such of the Assignment and Assumption, or (iii) any Lender that becomes a party heretohereto in connection with an increase in the Aggregate Maximum Credit Amounts pursuant to Section 2.06(c), as of the effective date of such increase, 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. In the event that any Lender’s Maximum Credit Amount increases or decreases for any reason (whether pursuant to Section 2.06, Section 2.09, Section 12.04(b) or otherwise), the Borrower shall deliver or cause to be delivered, to the extent such Lender is then holding a Note and upon the written request of such Lender, delivered on the effective date of such increase or decrease, a new Note payable to the order of such Lender in a principal amount equal to its Maximum Credit Amount after giving effect to such increase or decrease, and otherwise duly completed. Upon receipt of such replacement Note, such Lender shall return the replaced Note to the Borrower. The date, amount, Type, interest rate and, if applicable, Interest Period of each 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 Note, and, prior to any transfer, may be endorsed by such Lender on a schedule attached to such Note or any continuation thereof or on any separate record maintained by such Lender. Failure to make any such notation or to attach a schedule shall not affect any Lender’s or the Borrower’s rights or obligations in respect of such Loans or affect the validity of such transfer by any Lender of its Note.

Appears in 5 contracts

Sources: Credit Agreement (Cabot Oil & Gas Corp), Credit Agreement (Whiting Petroleum Corp), Credit Agreement (Cabot Oil & Gas Corp)

Notes. If requested by a Lender, the Loans made by such each Lender shall be evidenced by a single promissory note of the Borrower in substantially the form of Exhibit A, dated, in the case of (i) any Lender party hereto as of the date of this AgreementEffective Date, as of the Effective Date, and (ii) any Lender that becomes a party hereto pursuant to an Assignment and Assumption or amendment or other Lendermodification to this Agreement, as of the effective date such of the Assignment and Assumption, amendment or other modification, as applicable, or (iii) in the case of any Lender that becomes a party heretohereto in connection with an increase in the Aggregate Elected Commitment Amounts pursuant to Section 2.06(c), as of the effective date of such increase, in each case, payable to such Lender in a principal amount equal to its Maximum Credit Amount as in effect on such date, and otherwise duly completed. In the event that any Lender’s Maximum Credit Amount increases or decreases for any reason (whether pursuant to Section 2.06, Section 2.09, Section 12.04(b) or otherwise), the Borrower shall shall, upon request of such Lender, deliver or cause to be delivered, to the extent such Lender is then holding a Note and upon the written request of such LenderNote, on the effective date of such increase or decrease, a new Note payable to such Lender in a principal amount equal to its Maximum Credit Amount after giving effect to such increase or decrease, and otherwise duly completed. Upon receipt of such replacement Note, completed and such Lender shall promptly return the replaced Note to the BorrowerBorrower the previously issued Note held by such Lender. The date, amount, Type, interest rate and, if applicable, Interest Period of each 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 and/or its Note, and, prior to any transfer, may be endorsed by such Lender on a schedule attached to such Note or any continuation thereof or on any separate record maintained by such Lenderif applicable. Failure to make any such notation or to attach a schedule recordation shall not affect any Lender’s or the Borrower’s rights or obligations in respect of such Loans by a Lender or affect the validity of such any transfer by any a Lender of its Note.

Appears in 4 contracts

Sources: Credit Agreement (BKV Corp), Credit Agreement (Prairie Operating Co.), Credit Agreement (Prairie Operating Co.)

Notes. If requested by a Lender, the The Revolving Credit Loans (other than Swing Line Loans) made by such each Lender shall be evidenced by a single promissory note of the Borrower in substantially the form of Exhibit AA-1, dated, in the case of dated (i) any Lender party hereto as of the date of this Agreement, as of the Effective Date, and Closing Date or (ii) any other Lender, as the effective date of the date such Lender becomes a party heretoan Assignment pursuant to Section 13.06(b), payable to the order of such Lender in a principal amount equal to its Maximum Revolving Credit Amount Commitment as originally in effect on such date, and otherwise duly completedcompleted and such substitute Notes as required by Section 13.06(b). In The Swing Line Loans made by the event that any Lender’s Maximum Credit Amount increases or decreases for any reason (whether pursuant to Swing Line Lender resulting from the advances under Section 2.06, Section 2.09, Section 12.04(b2.01(c) or otherwise), shall be evidenced by a promissory note of the Borrower shall deliver or cause to be deliveredin substantially the form of Exhibit A-2, dated the Closing Date and payable to the extent such Lender is then holding a Note and upon the written request of such Lender, on the effective date of such increase or decrease, a new Note payable to such Swing Line Lender in a principal amount equal to its Maximum Credit Amount after giving effect to such increase or decrease, and otherwise duly completed. Upon receipt of such replacement Note, such Lender shall return the replaced Note to the BorrowerSwing Line Commitment. The date, amount, Type, interest rate and, if applicable, and Interest Period of each 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 NoteNotes, and, prior to any transfer, transfer may be endorsed by such Lender on a the schedule attached to such Note Notes or any continuation thereof or on any separate record maintained by such Lender. Failure to make any such notation or to attach a schedule shall not affect any Lender’s 's or the Borrower’s 's rights or obligations in respect of such Loans or affect the validity of such transfer by any Lender of its NoteNotes.

Appears in 4 contracts

Sources: Credit Agreement (Wca Waste Corp), Credit Agreement (Wca Waste Corp), Credit Agreement (Wca Waste Corp)

Notes. If To the extent so requested by a such Lender, the Loans made by such each Lender shall be evidenced by a single promissory note of the Borrower in substantially the form of Exhibit A, dated, in the case of (i) any Lender party hereto as of the date of this Agreement, as of the Effective Datedate of this Agreement, and (ii) any other LenderLender that becomes a party hereto pursuant to an Assignment and Assumption, as of the effective date such of the Assignment and Assumption or (iii) in the case of any Additional Lender that becomes a party heretohereto in connection with an increase in the Aggregate Elected Commitment Amounts pursuant to Section 2.06(c), as of the effective date of such increase, in each case, payable to such Lender in a principal amount equal to its Maximum Credit Amount as in effect on such date, and otherwise duly completed. In the event that any Lender’s Maximum Credit Amount increases or decreases for any reason (whether pursuant to Section 2.06, Section 2.09, Section 12.04(b) or otherwise), the Borrower shall shall, to the extent so requested by such Lender, deliver or cause to be delivered, to the extent such Lender is then holding a Note and upon the written request of such Lender, delivered on the effective date of such increase or decrease, a new Note payable to such Lender in a principal amount equal to its Maximum Credit Amount after giving effect to such increase or decrease, and otherwise duly completed. Upon receipt of such replacement Note, and such Lender shall return thereafter deliver to the Borrower the replaced Note to the Borrowermarked cancelled. The date, amount, Type, interest rate and, if applicable, Interest Period of each 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 Note, and, prior to any transfer, may be endorsed by such Lender on a schedule attached to such Note or any continuation thereof or on any separate record maintained by such Lender. Failure to make any such notation or to attach a schedule recordation shall not affect any Lender’s or the Borrower’s rights or obligations in respect of such Loans or affect the validity of such transfer by any Lender of its Note.

Appears in 4 contracts

Sources: Credit Agreement (Vitesse Energy, Inc.), Credit Agreement (Vitesse Energy, Inc.), Credit Agreement (Vitesse Energy, Inc.)

Notes. If Borrower agrees that: (i) upon written request by any Lender to Borrower for a promissory note or other evidence of indebtedness is requested by a LenderAgent for the benefit of all or any Lender to evidence the Loan and other Obligations owing or payable to, the Loans or to be made by such Lender, Borrower shall promptly (and in any event within ten (10) Business Days of any such request) execute and deliver to such Lender shall be evidenced by a single an appropriate promissory note of the Borrower or notes substantially in substantially the form of Exhibit A, dated, in the case of (i) any Lender party attached hereto as of the date of this Agreement, as of the Effective Date, and Exhibit D; (ii) any other Lenderall references to Note or Notes in the Loan Documents shall mean the Note or Notes, as of the date such Lender becomes a party hereto, payable to such Lender in a principal amount equal to its Maximum Credit Amount as in effect on such date, and otherwise duly completed. In the event that any Lender’s Maximum Credit Amount increases or decreases for any reason (whether pursuant to Section 2.06, Section 2.09, Section 12.04(b) or otherwise), the Borrower shall deliver or cause to be deliveredif any, to the extent issued (and not returned to Borrower for cancellation) hereunder, as the same may be amended, modified, divided, supplemented and/or restated from time to time; (iii) upon written request by any Lender, and in any event within ten (10) Business Days of any such request, Borrower shall execute and deliver to such Lender new Notes (on substantially the same terms and in substantially the same form) and/or divide the Notes in exchange for then existing Notes in such smaller amounts or denominations as Agent shall specify in its sole discretion; provided, that the aggregate principal amount of such new Notes shall not exceed the aggregate principal amount of the Notes outstanding at the time such request is made; and provided, further, that such Notes that are to be replaced shall then holding a Note be deemed no longer outstanding hereunder and replaced by such new Notes and returned to Borrower within ten (10) days after Agent’s receipt of the replacement Notes; and (iv) upon receipt of evidence reasonably satisfactory to Borrower of the mutilation, destruction, loss or theft of any Notes and the ownership thereof, Borrower shall, upon the written request of such Lender, on the effective date holder of such increase or decreaseNotes, a execute and deliver in replacement thereof new Note payable to such Lender Notes in a the same form, in the same original principal amount equal and dated the same date as the Notes so mutilated, destroyed, lost or stolen; and such Notes so mutilated, destroyed, lost or stolen shall then be deemed no longer outstanding hereunder. If the Notes being replaced have been mutilated, they shall be surrendered to its Maximum Credit Amount Borrower after giving effect to such increase or decrease, and otherwise duly completed. Upon receipt of such replacement Note, such Lender shall return the replaced Note to the Borrower. The date, amount, Type, interest rate and, if applicable, Interest Period of each Loan made by each Lender, and all payments made on account delivery of the principal thereof, shall be recorded by such Lender on its books for its Note, and, prior to any transfer, may be endorsed by such Lender on a schedule attached to such Note or any continuation thereof or on any separate record maintained by such Lender. Failure to make any such notation or to attach a schedule shall not affect any Lender’s or the Borrower’s rights or obligations in respect of such Loans or affect the validity of such transfer by any Lender of its Notereplacement Notes.

Appears in 4 contracts

Sources: Loan and Security Agreement (Harvest Capital Credit Corp), Loan and Security Agreement (Harvest Capital Credit Corp), Loan and Security Agreement (Harvest Capital Credit Corp)

Notes. If requested by a (a) Upon each Lender’s request, the Revolving Credit Loans made by such Lender shall be evidenced by a single promissory note Revolving Credit Note, duly executed on behalf of the Borrower in substantially the form of Exhibit ABorrower, dated, in the case of (i) any Lender party hereto as of the date of this Agreement, as of dated the Effective Date, and (ii) any other Lender, as of the date such Lender becomes a party hereto, payable to the order of such Lender in a an aggregate principal amount equal to its Maximum Credit Amount as in effect on such date, and otherwise duly completed. In the event that any Lender’s Maximum Credit Amount increases or decreases for any reason Commitment. (whether pursuant to Section 2.06, Section 2.09, Section 12.04(bb) or otherwise)Upon the Swingline Lender’s request, the Borrower Revolving Credit Loans made by the Swingline Lender with respect to Swingline Loans shall deliver or cause to be deliveredevidenced by a Swingline Note, duly executed on behalf of the Borrower, dated the Effective Date, payable to the extent such Lender is then holding a Note and upon order of the written request of such Swingline Lender, on the effective date of such increase or decrease, a new Note payable to such Lender in a an aggregate principal amount equal to its Maximum Credit Amount after giving effect the Swingline Loan Ceiling. (c) Each Lender is hereby authorized by the Borrower to such increase or decrease, and otherwise duly completed. Upon receipt of such replacement Note, such Lender shall return the replaced Note to the Borrower. The date, amount, Type, interest rate and, if applicable, Interest Period of each 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 Note, and, prior to any transfer, may be endorsed by such Lender endorse on a schedule attached to each Note delivered to such Lender (or on a continuation of such 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 make such a notation or any continuation thereof or on any separate record maintained by such Lender. Failure to make any such notation or to attach a schedule error therein shall not affect any the obligation of the Borrower to repay the Loans made by such Lender in accordance with the terms of this Agreement and the applicable Notes. (d) Upon receipt of an affidavit and indemnity of a Lender as to the loss, theft, destruction or mutilation of such Lender’s or Note and upon cancellation of such Note, the Borrower will issue, in lieu thereof, a replacement Note in favor of such Lender, in the same principal amount thereof and otherwise of like tenor at no expense to the Borrower’s rights or obligations in respect of such Loans or affect the validity of such transfer by any Lender of its Note.

Appears in 4 contracts

Sources: Credit Agreement (Pier 1 Imports Inc/De), Credit Agreement (Pier 1 Imports Inc/De), Credit Agreement (Pier 1 Imports Inc/De)

Notes. If requested by Upon the request of a Lender, the Loans made by such Lender shall be evidenced by a single promissory note of the Borrower in substantially the form of Exhibit A, dated, dated (i) as of the date of this Agreement in the case of (i) any Lender party hereto as of the date of this Agreement, as of the Effective Date, and (ii) any other Lender, as of the effective date such of the Assignment and Assumption in the case of any Lender that becomes a party heretohereto pursuant to an Assignment and Assumption, in each case payable to such Lender in a principal amount equal to its Maximum Credit Amount as in effect on such date, and otherwise duly completed. In the event that any Lender’s Maximum Credit Amount increases or decreases for any reason (whether pursuant to Section 2.06, Section 2.09, Section 12.04(b) or otherwise), the Borrower shall shall, upon the request of such Lender, deliver or cause to be delivered, to the extent such Lender is then holding a Note and upon the written request of such Lender, delivered on the effective date of such increase or decrease, a new Note payable to such Lender in a principal amount equal to its Maximum Credit Amount after giving effect to such increase or decrease, and otherwise duly completed. Upon receipt of such replacement Note, and such Lender shall promptly return the replaced Note to the BorrowerBorrower the previously issued Note held by such Lender. The date, amount, Type, interest rate and, if applicable, Interest Period of each 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 Note, and, prior to any transfer, may be endorsed by such Lender on a schedule Schedule attached to such Note or any continuation thereof or on any separate record maintained by such Lender. Failure to make any such notation or to attach a schedule Schedule shall not affect any Lender’s or the Borrower’s rights or obligations in respect of such Loans or affect the validity of such transfer by any Lender of its Note.

Appears in 4 contracts

Sources: Credit Agreement (Northern Oil & Gas, Inc.), Credit Agreement (Northern Oil & Gas, Inc.), Credit Agreement (Riviera Resources, LLC)

Notes. If requested by a Upon request of any Lender, the Loans made by each such Lender shall be evidenced by a single promissory note of the Borrower in substantially the form of Exhibit A, dated, in the case of (i) any Lender party hereto as of the date of this Agreement, as of the Effective Datedate of this Agreement, and (ii) any other LenderLender that becomes a party hereto pursuant to an Assignment and Assumption, as of the effective date such of the Assignment and Assumption or (iii) any Lender that increases or decreases its Elected Commitment or Maximum Credit Amount for any reason (whether pursuant to Section 2.06, Section 12.04(b) or otherwise) or becomes a party heretohereto in connection with an increase in the Aggregate Elected Commitment Amount pursuant to Section 2.06(c), as of the effective date of such increase or decrease, as applicable, payable to such Lender in a principal amount equal to its Maximum Credit Amount as in effect on such date, and otherwise duly completed. In the event that any Lender’s Maximum Credit Amount increases or decreases for any reason (whether pursuant to Section 2.06, Section 2.09, Section 12.04(b) or otherwise), the Borrower shall deliver or cause to be delivered, to the extent such Lender is then holding a Note and upon the written request of such Lender, on the effective date of such increase or decrease, a new Note payable to such Lender in a principal amount equal to its Maximum Credit Amount after giving effect to such increase or decrease, as applicable, and otherwise duly completed. Upon receipt of such replacement Note, such Lender shall return the replaced Note to the Borrower. The date, amount, Type, interest rate and, if applicable, Interest Period of each 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 Note, and, prior to any transfer, may be endorsed by such Lender on a schedule attached to such Note or any continuation thereof or on any separate record maintained by such Lender. Failure to make any such notation or to attach a schedule shall not affect any Lender’s or the Borrower’s rights or obligations in respect of such Loans or affect the validity of such transfer by any Lender of its Note.

Appears in 4 contracts

Sources: Credit Agreement (WildHorse Resource Development Corp), Credit Agreement (WildHorse Resource Development Corp), Credit Agreement (Memorial Resource Development Corp.)

Notes. If requested by a Lender, the The Loans made by each Lender shall, if requested by such Lender shall in writing, be evidenced by a single promissory note of the Borrower in substantially the form of Exhibit A, dated, in the case of (i) any Lender party hereto as of the date of this Agreement, as of the Effective Date, and date of this Agreement or (ii) any other LenderLender that becomes a party hereto pursuant to an Assignment and Assumption, as of the effective date such Lender becomes a party heretoof 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. In the event that any Lender’s Maximum Credit Amount increases or decreases for any reason (whether pursuant to Section 2.06, Section 2.09, Section 12.04(b) or otherwise), the Borrower shall deliver or cause to be delivered, to the extent such Lender is then holding a Note and upon the written request of such Lender, delivered on the effective date of such increase or decrease, a new Note payable to the order of such Lender in a principal amount equal to its Maximum Credit Amount after giving effect to such increase or decrease, and otherwise duly completed. Upon receipt of such replacement Note, such completed and the affected Lender shall return deliver the Note being replaced Note to the BorrowerBorrower immediately. The date, amount, Type, interest rate and, if applicable, and Interest Period of each 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 Note, and, prior to any transfer, may be endorsed by such Lender on a schedule attached to such Note or any continuation thereof or on any separate record maintained by such Lender. Failure to make any such notation or to attach a schedule shall not affect any Lender’s or the Borrower’s rights or obligations in respect of such Loans or affect the validity of such transfer by any Lender of its Note.

Appears in 3 contracts

Sources: Credit Agreement (Constellation Energy Partners LLC), Credit Agreement (Constellation Energy Partners LLC), Credit Agreement (Constellation Energy Partners LLC)

Notes. (a) If requested by a Lenderany Bank, the Revolving Loans made by of such Lender Bank to Borrower shall be evidenced by a single promissory note Revolving Credit Note of Borrower payable to the Borrower order of such Bank in a principal amount equal to the amount of such Bank’s Revolving Credit Commitment, each of which Revolving Credit Notes shall be in substantially the form of Exhibit AA-1 attached hereto and incorporated herein by reference (with appropriate insertions) (collectively, datedas the same may from time to time be amended, modified, extended, renewed, restated or replaced (including, without limitation, any Revolving Credit Note issued in full or partial replacement of an existing Revolving Credit Note as a result of an assignment by a Bank), the case “Revolving Credit Notes”). (b) If requested by the Swingline Bank, the Swingline Loans shall be evidenced by a Swingline Note of (i) any Lender party hereto as Borrower payable to the order of the date of this Agreement, as of the Effective Date, and (ii) any other Lender, as of the date such Lender becomes a party hereto, payable to such Lender Swingline Bank in a principal amount equal to the Swingline Commitment, which Swingline Note shall be in substantially the form of Exhibit A-2 attached hereto and incorporated herein by reference (the “Swingline Note”). (c) Each Bank shall record in its Maximum Credit Amount as in effect on such date, books and otherwise duly completed. In records the event that any Lender’s Maximum Credit Amount increases or decreases for any reason (whether pursuant to Section 2.06, Section 2.09, Section 12.04(b) or otherwise), the Borrower shall deliver or cause to be delivered, to the extent such Lender is then holding a Note and upon the written request of such Lender, on the effective date of such increase or decrease, a new Note payable to such Lender in a principal amount equal to its Maximum Credit Amount after giving effect to such increase or decrease, and otherwise duly completed. Upon receipt of such replacement Note, such Lender shall return the replaced Note to the Borrower. The date, amount, Type, interest rate and, if applicable, Type and Interest Period (if any) of each Loan made by it to Borrower and the date and amount of each Lenderpayment of principal and/or interest made by Borrower with respect thereto; provided, and all payments however, that the obligation of Borrower to repay each Loan made on account of the principal thereof, by a Bank to Borrower under this Agreement shall be recorded by absolute and unconditional, notwithstanding any failure of such Lender on its books for its Note, and, prior to any transfer, may be endorsed by such Lender on a schedule attached to such Note or any continuation thereof or on any separate record maintained by such Lender. Failure Bank to make any such notation recordation or any mistake by such Bank in connection with any such recordation. The books and records of each Bank showing the account between such Bank and Borrower shall be conclusive evidence of the items set forth therein in the absence of manifest error. (d) The Administrative Agent shall maintain the Register pursuant to Section 9.09(h), and a subaccount for each Bank, in which Register and subaccounts (taken together) shall be recorded (i) date, amount, Type and Interest Period (if any) of each such Loan, (ii) the amount of any principal or interest due and payable or to attach a schedule shall not affect any Lender’s or the Borrower’s rights or obligations become due and payable from Borrower to each Bank hereunder in respect of each such Loans Loan and (iii) the amount of any sum received by the Administrative Agent hereunder from Borrower in respect of each such Loan and each Bank’s share thereof. (e) The entries made in the books, records and Register and subaccounts maintained pursuant to Section 2.03(c) (and, if consistent with the entries of the Administrative Agent, Section 2.03(d)) shall, to the extent permitted by applicable law, be prima facie evidence of the existence and amounts of the obligations of Borrower therein recorded; provided, however, that the failure of any Bank or the Administrative Agent to maintain such account, such Register or such subaccount, as applicable, or any error therein, shall not in any manner affect the validity obligation of Borrower to repay (with applicable interest) the Loans made to Borrower by such transfer by any Lender Bank in accordance with the terms of its Notethis Agreement.

Appears in 3 contracts

Sources: Loan Agreement (Laclede Gas Co), Loan Agreement (Laclede Gas Co), Loan Agreement (Laclede Group Inc)

Notes. If requested by a Lender, the The Loans made by such each Lender shall be evidenced by a single promissory note of the Borrower in substantially the form of Exhibit A, dated, in the case of (i) any Lender party hereto as of the date of this Agreement, as of the Effective Datedate of this Agreement, and (ii) any other LenderLender that becomes a party hereto pursuant to an Assignment and Assumption, as of the effective date such of the Assignment and Assumption or (iii) any Lender that becomes a party heretohereto in connection with an increase in the Aggregate Revolving Commitments or Aggregate Term Commitments pursuant to Section 2.06(c), as of the effective date of such increase, payable to the order of such Lender in a principal amount equal to its Maximum Credit Amount Revolving Commitment or Term Commitment as in effect on such date, and otherwise duly completed. In the event that any Lender’s Maximum Credit Amount Revolving Commitment or Term Commitment increases or decreases for any reason (whether pursuant to Section 2.06, Section 2.09, Section 12.04(b12.04(c) or otherwise), the Borrower shall deliver or cause to be delivered, to the extent such Lender is then holding a Note and upon the written request of such Lender, delivered on the effective date of such increase or decrease, a new Note payable to the order of such Lender in a principal amount equal to its Maximum Credit Amount Revolving Commitment or Term Commitment after giving effect to such increase or decrease, and otherwise duly completed. Upon receipt of such replacement Note, such Lender shall return the replaced Note to the Borrower. The date, amount, Type, interest rate and, if applicable, Interest Period of each Loan made by each Lender, Lender 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, may be endorsed by such Lender on a schedule attached to such Note or any continuation thereof or on any separate record maintained by such Lender. Failure to make any such notation or to attach a schedule shall not affect any Lender’s or the Borrower’s rights or obligations in respect of such Loans or affect the validity of such transfer by any Lender of its Note.

Appears in 3 contracts

Sources: Senior Secured Credit Agreement (Exterran Partners, L.P.), Senior Secured Credit Agreement (Universal Compression Partners, L.P.), Senior Secured Credit Agreement (Universal Compression Partners, L.P.)

Notes. If requested by a Lender, the (i) The Three-Year Facility Revolving Credit Loans made by such each Lender shall be evidenced by a single promissory note of the Borrower Company substantially in substantially the form of Exhibit AEXHIBIT A hereto, dated, in the case of (i) any Lender party hereto as of dated the date of this Agreement, as of the Effective Date, and (ii) any other Lender, as of the date such Lender becomes a party heretohereof, payable to such Lender in a principal amount equal to the amount of its Maximum Three-Year Facility Revolving Credit Amount Commitment as originally in effect on such date, and otherwise duly completed. In ; and (ii) the event that any Lender’s Maximum 364-Day Facility Revolving Credit Amount increases or decreases for any reason (whether pursuant to Section 2.06Loans made by each Lender shall be evidenced by a single promissory note of the Company substantially in the form of EXHIBIT B hereto, Section 2.09dated the date hereof, Section 12.04(b) or otherwise), the Borrower shall deliver or cause to be delivered, to the extent such Lender is then holding a Note and upon the written request of such Lender, on the effective date of such increase or decrease, a new Note payable to such Lender in a principal amount equal to the amount of its Maximum 364-Day Facility Revolving Credit Amount after giving Commitment as originally in effect to such increase or decrease, and otherwise duly completed. Upon receipt of such replacement Note, such Lender shall return the replaced Note to the Borrower. . (b) The date, amount, Type, interest rate and, and duration of Interest Period (if applicable, Interest Period ) of each Loan made by each LenderLender to the Company, and all payments each payment made on account of the principal thereof, shall be recorded by such Lender on its books for its Note, and, prior to any transfertransfer of any Note evidencing the Loans held by it, may be endorsed by such Lender on a the schedule attached to such Note or any continuation thereof or on any separate record maintained by thereof; PROVIDED that the failure of such Lender. Failure Lender to make any such notation recordation or to attach a schedule endorsement shall not affect the obligations of the Company to make a payment when due of any Lender’s amount owing hereunder or the Borrower’s rights or obligations under such Note in respect of such Loans Loans. (c) No Lender shall be entitled to have its Notes substituted or affect the validity exchanged for any reason, or subdivided for promissory notes of lesser denominations, except in connection with a permitted assignment of all or any portion of such transfer Lender's relevant Commitment, Loans and Note pursuant to Section 12.7 hereof (and, if requested by any Lender of its Lender, the Company agrees to so exchange any Note).

Appears in 3 contracts

Sources: Credit Agreement (Genzyme Corp), Credit Agreement (Genzyme Corp), Credit Agreement (Genzyme Corp)

Notes. If requested by a Lender, the Loans made by such each Lender shall be evidenced by a single promissory note of the Borrower in substantially the form of Exhibit A, dated, in the case of (ia) any Lender party hereto as of the date of this Agreement, as of the Effective Datedate of this Agreement, and (iib) any other LenderLender that becomes a party hereto pursuant to an Assignment and Assumption, as of the effective date such of the Assignment and Assumption or (c) any Lender that becomes a party heretohereto in connection with an increase in the Aggregate Elected Commitment Amounts pursuant to Section 2.06(c), as of the effective date of such increase, payable to such Lender in a principal amount equal to its Maximum Credit Amount as in effect on such date, and otherwise duly completed. In the event that any Lender’s Maximum Credit Amount increases or decreases for any reason (whether pursuant to Section 2.06, Section 2.09, Section 12.04(b) or otherwise), the Borrower shall deliver or cause to be delivered, to the extent such Lender is then holding a Note and upon the written request of such LenderNote, on the effective date of such increase or decrease, a new Note payable to such Lender in a principal amount equal to its Maximum Credit Amount after giving effect to such increase or decrease, and otherwise duly completed. Upon receipt of such replacement Note, completed and such Lender shall promptly return the replaced Note to the BorrowerBorrower the previously issued Note held by such Lender. The date, amount, Type, interest rate and, if applicable, Interest Period of each 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 Note, and, prior to any transfer, may be endorsed recorded by such Lender on a schedule attached to such Note or any continuation thereof or on any separate record maintained by such Lender. Failure to make any such notation or to attach a schedule shall not affect any Lender’s or the Borrower’s rights or obligations in respect of such Loans or affect the validity of such transfer by any Lender of its Note.

Appears in 3 contracts

Sources: Credit Agreement (Oasis Petroleum Inc.), Credit Agreement (Oasis Petroleum Inc.), Credit Agreement (Oasis Petroleum Inc.)

Notes. If requested Each Lender shall maintain in accordance with its usual practice an account or accounts evidencing the indebtedness of the Borrower to such Lender resulting from each Loan made by a such Lender, including the amounts of principal and interest payable 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 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 hereunder and (iii) the 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 2.02(d) shall be prima facie evidence of the existence and 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 Lender shall it be evidenced by a single promissory note of Note. In such event, the Borrower shall prepare, execute and deliver to such Lender a Note payable to such Lender and substantially in substantially the form of Exhibit A, A dated, in the case of (i) any Lender party hereto as of the date of this Agreement, as of the Effective Date, and date of this Agreement or (ii) any other LenderLender that becomes a party hereto pursuant to an Assignment and Assumption, as of the effective date such Lender becomes a party heretoof the Assignment and Assumption, payable to such Lender in a principal amount equal to its Maximum Credit Amount as in effect on such date, and otherwise duly completed. 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 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 (whether pursuant to Section 2.06, Section 2.09, Section 12.04(b) or otherwise), the Borrower shall deliver or cause to be delivered, to the extent such Lender is then holding a Note and upon the written request of such Lender, delivered on the effective date of such increase or decrease, a new Note payable to such Lender in a principal amount equal to its Maximum Credit Amount after giving effect to such increase or decrease, and otherwise duly completed. Upon receipt of such replacement Note, such Lender shall return the replaced Note to the Borrower. The date, amount, Type, interest rate and, if applicable, Interest Period of each 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 Note, and, prior to any transfer, may be endorsed by such Lender on a schedule attached to such Note or any continuation thereof or on any separate record maintained by such Lender. Failure to make any such notation or to attach a schedule shall not affect any Lender’s or the Borrower’s rights or obligations in respect of such Loans or affect the validity of such transfer by any Lender of its Note.

Appears in 3 contracts

Sources: Senior Secured Revolving Credit Agreement (Halcon Resources Corp), Senior Secured Revolving Credit Agreement (Halcon Resources Corp), Senior Secured Debtor in Possession Revolving Credit Agreement (Halcon Resources Corp)

Notes. If requested by a Lender, the Loans made by such Lender shall be evidenced by a single promissory note Note, of the Borrower in substantially the form of Exhibit A, dated, (i) in the case of (i) any Lender party hereto as of the date of this Agreement, as of the Effective Datedate of this Agreement, and (ii) in the case of any other LenderLender that becomes a party hereto pursuant to an Assignment and Assumption, as of the effective date such of the Assignment and Assumption, or (iii) in the case of any Lender that becomes a party heretohereto in connection with an increase in the Aggregate Elected Commitment Amounts pursuant to Section 2.06(c), as of the effective date of such increase, in each case, payable to such Lender in a principal amount equal to its Maximum Credit Amount Amount, as in effect on such date, and otherwise duly completed. In the event that any Lender’s Maximum Credit Amount increases or decreases for any reason (whether pursuant to Section 2.06, Section 2.09, Section 12.04(b) or otherwise), the Borrower shall shall, upon request of such Lender, deliver or cause to be delivered, to the extent such Lender is then holding a Note and upon the written request of such LenderNote, on the effective date of such increase or decrease, a new Note Note, payable to such Lender in a principal amount equal to its Maximum Credit Amount after giving effect to such increase or decrease, and otherwise duly completed. Upon receipt of such replacement Note, whereupon such Lender shall will promptly return the replaced Note to the BorrowerBorrower the Notes so replaced. The date, amount, Type, interest rate and, if applicable, Interest Period of each 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 Note, and, prior to any transfer, may be endorsed by such Lender on a schedule attached to such Note or any continuation thereof or on any separate record maintained by such Lender. Failure to make any such notation or to attach a schedule recordation shall not affect any Lender’s or the Borrower’s rights or obligations in respect of such Loans or affect the validity of such any transfer by any Lender of its Note.

Appears in 3 contracts

Sources: Credit Agreement (Centennial Resource Development, Inc.), Credit Agreement (Centennial Resource Development, Inc.), Credit Agreement (Centennial Resource Development, Inc.)

Notes. (a) If requested by a Lenderany Bank, the Revolving Loans made by of such Lender Bank to Borrower shall be evidenced by a single promissory note Revolving Credit Note of Borrower payable to the Borrower order of such Bank in a principal amount equal to the amount of such Bank’s Revolving Credit Commitment, each of which Revolving Credit Notes shall be in substantially the form of Exhibit AA-1 attached hereto and incorporated herein by reference (with appropriate insertions) (collectively, datedas the same may from time to time be amended, modified, extended, renewed, restated or replaced (including, without limitation, any Revolving Credit Note issued in full or partial replacement of an existing Revolving Credit Note as a result of an assignment by a Bank), the case “Revolving Credit Notes”). (b) If requested by the Swingline Bank, the Swingline Loans shall be evidenced by a Swingline Credit Note of (i) any Lender party hereto as Borrower payable to the order of the date of this Agreement, as of the Effective Date, and (ii) any other Lender, as of the date such Lender becomes a party hereto, payable to such Lender Swingline Bank in a principal amount equal to the Swingline Commitment, which Swingline Note shall be in substantially the form of Exhibit A-2 attached hereto and incorporated herein by reference (the “Swingline Note”). (c) Each Bank shall record in its Maximum Credit Amount as in effect on such date, books and otherwise duly completed. In records the event that any Lender’s Maximum Credit Amount increases or decreases for any reason (whether pursuant to Section 2.06, Section 2.09, Section 12.04(b) or otherwise), the Borrower shall deliver or cause to be delivered, to the extent such Lender is then holding a Note and upon the written request of such Lender, on the effective date of such increase or decrease, a new Note payable to such Lender in a principal amount equal to its Maximum Credit Amount after giving effect to such increase or decrease, and otherwise duly completed. Upon receipt of such replacement Note, such Lender shall return the replaced Note to the Borrower. The date, amount, Type, interest rate and, if applicable, Type and Interest Period (if any) of each Loan made by it to Borrower and the date and amount of each Lenderpayment of principal and/or interest made by Borrower with respect thereto; provided, and all payments however, that the obligation of Borrower to repay each Loan made on account of the principal thereof, by a Bank to Borrower under this Agreement shall be recorded by absolute and unconditional, notwithstanding any failure of such Lender on its books for its Note, and, prior to any transfer, may be endorsed by such Lender on a schedule attached to such Note or any continuation thereof or on any separate record maintained by such Lender. Failure Bank to make any such notation recordation or any mistake by such Bank in connection with any such recordation. The books and records of each Bank showing the account between such Bank and Borrower shall be conclusive evidence of the items set forth therein in the absence of manifest error. (d) The Administrative Agent shall maintain the Register pursuant to Section 9.09(h), and a subaccount for each Bank, in which Register and subaccounts (taken together) shall be recorded (i) date, amount, Type and Interest Period (if any) of each such Loan, (ii) the amount of any principal or interest due and payable or to attach a schedule shall not affect any Lender’s or the Borrower’s rights or obligations become due and payable from Borrower to each Bank hereunder in respect of each such Loans Loan and (iii) the amount of any sum received by the Administrative Agent hereunder from Borrower in respect of each such Loan and each Bank’s share thereof. (e) The entries made in the books, records and Register and subaccounts maintained pursuant to Section 2.03(c) (and, if consistent with the entries of the Administrative Agent, Section 2.03(d)) shall, to the extent permitted by applicable law, be prima facie evidence of the existence and amounts of the obligations of Borrower therein recorded; provided, however, that the failure of any Bank or the Administrative Agent to maintain such account, such Register or such subaccount, as applicable, or any error therein, shall not in any manner affect the validity obligation of Borrower to repay (with applicable interest) the Loans made to Borrower by such transfer by any Lender Bank in accordance with the terms of its Notethis Agreement.

Appears in 3 contracts

Sources: Loan Agreement (Laclede Gas Co), Loan Agreement (Laclede Group Inc), Loan Agreement (Laclede Group Inc)

Notes. If requested by a Lender, the The Revolving Loans made by each Revolving Lender shall at the request of such Revolving Lender be evidenced by a single promissory note of the Borrower in substantially the form of Exhibit A-1 hereto, dated (a) the Closing Date, (b) the effective date of an Assignment pursuant to Section 12.06(b) or (c) the effective date that any Revolving Lender that becomes a party hereto in connection with an increase in the Aggregate Elected Revolving Commitment Amount pursuant to Section 2.03(d), in each case, payable to such Revolving Lender in a principal amount equal to its Maximum Credit Amount as in effect and otherwise duly completed. The Swingline Loans made by the Swingline Lender shall be evidenced by a single promissory note of the Borrower in substantially the form of Exhibit A, dated, in the case of (i) any Lender party hereto as of the date of this Agreement, as of the Effective Date, and (ii) any other Lender, as of the date such Lender becomes a party A-2 hereto, dated the Closing Date and payable to such the Swingline Lender in a principal amount equal to its Maximum Credit Amount as in effect on such date, and otherwise duly completed. In the event that any Lender’s Maximum Credit Amount increases or decreases for any reason (whether pursuant to Section 2.06, Section 2.09, Section 12.04(b) or otherwise), the Borrower shall deliver or cause to be delivered, to the extent such Lender is then holding a Note and upon the written request of such Lender, on the effective date of such increase or decrease, a new Note payable to such Lender in a principal amount equal to its Maximum Credit Amount after giving effect to such increase or decrease, and otherwise duly completed. Upon receipt of such replacement Note, such Lender shall return the replaced Note to the BorrowerSwingline Sublimit. The date, amount, Type, interest rate and, if applicable, Interest Period of each Revolving Loan made by each Revolving Lender, and all payments made on account of the principal thereof, shall be recorded by such Revolving Lender on its books for its Revolving Note. The date, andamount and interest rate of each Swingline Loan made by the Swingline Lender, prior to any transferand all payments made on account of the principal thereof, may shall be endorsed recorded by such the Swingline Lender on a schedule attached to such Note or any continuation thereof or on any separate record maintained by such Lenderits books for the Swingline Note. Failure to make any such notation or to attach a schedule shall not affect any Lender’s or the Borrower’s rights or obligations in respect of such Loans or affect the validity of such transfer by any Lender of its Note.

Appears in 3 contracts

Sources: Credit Agreement (Black Stone Minerals, L.P.), Credit Agreement (Black Stone Minerals, L.P.), Credit Agreement (Black Stone Minerals, L.P.)

Notes. If requested by a Lender, the Any Lender may request that Loans made by such Lender shall it be evidenced by a single promissory note. In such event, the Borrowers shall prepare, execute and deliver to such Lender a promissory note payable to the order of the Borrower such Lender in substantially the form of Exhibit A, dated, in the case of (i) any Lender party hereto as of the date of this Agreement, as of the Effective Datedate of this Agreement, and or (ii) any other LenderLender that becomes a party hereto pursuant to an Assignment and Assumption, as of the effective date such Lender becomes a party heretoof 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. In the event that If any Lender’s Maximum Credit Amount increases or decreases for any reason (whether pursuant to Section 2.06, Section 2.09, Section 12.04(b) or otherwise), the Borrower Borrowers shall deliver or cause to be delivered, to the extent such Lender is then holding a Note and upon the written request of such Lender, delivered on the effective date of such increase or decrease, a new Note payable to such the order of any Lender who requested a Note hereunder in a principal amount equal to its Maximum Credit Amount after giving effect to such increase or decrease, and otherwise duly completed. Upon receipt of such replacement Note, and such Lender shall agrees to promptly thereafter return the replaced previously issued Note to the Borrowerheld by such Lender marked canceled or otherwise similarly defaced. The date, amount, Type, interest rate and, if applicable, Interest Period of each Loan made by each LenderLender that receives a Note, 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, may be endorsed by such Lender on a schedule attached to such Note or any continuation thereof or on any separate record maintained by such Lender. Failure to make any such notation or to attach a schedule shall not affect any Lender’s or the Borrower’s Borrowers’ rights or obligations in respect of such Loans or affect the validity of such transfer by any Lender of its Note.

Appears in 2 contracts

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

Notes. If requested by a Lender, the (a) The Syndicated Loans made by such Lender of each Bank shall be evidenced by a single promissory note Syndicated Note payable to the order of such Bank for the account of its Lending Office in an amount equal to the original principal amount of such Bank’s Commitment. (b) The Money Market Loans made by any Bank to the Borrower shall be evidenced by a single Money Market Note payable to the order of such Bank for the account of its Lending Office. (c) The Swing Line Loans made by the Swing Line Lender to the Borrower shall be evidenced by a single Swing Line Note payable to the order of the Swing Line Lender. (d) Upon receipt of each 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 its Notes shall endorse on the schedule forming a part thereof appropriate notations to evidence, the date, amount and maturity of, and effective interest rate for, each Loan made by it, the date and amount of each payment of principal made by the Borrower in substantially the form of Exhibit A, datedwith respect thereto and whether, in the case of (i) any Lender party hereto as of the date of this Agreement, as of the Effective Date, and (ii) any other Lender, as of the date such Lender becomes a party hereto, payable to such Lender in a principal amount equal to its Maximum Credit Amount as in effect on such date, and otherwise duly completed. In the event that any LenderBank’s Maximum Credit Amount increases or decreases for any reason (whether pursuant to Section 2.06, Section 2.09, Section 12.04(b) or otherwise), the Borrower shall deliver or cause to be delivered, to the extent such Lender is then holding a Note and upon the written request of such Lender, on the effective date of such increase or decrease, a new Note payable to such Lender in a principal amount equal to its Maximum Credit Amount after giving effect to such increase or decrease, and otherwise duly completed. Upon receipt of such replacement Syndicated Note, such Lender shall return the replaced Note to the Borrower. The date, amount, Type, interest rate and, if applicable, Interest Period of each Syndicated Loan made by each Lenderis a Base Rate Loan or Euro-Dollar Loan, and all payments made on account such schedule shall constitute rebuttable presumptive evidence of the principal thereofamount owing and unpaid on such Bank’s Notes; provided that the failure of any Bank to make, shall be recorded by such Lender on its books for its Note, and, prior to any transfer, may be endorsed by such Lender on a schedule attached to such Note or any continuation thereof or on any separate record maintained by such Lender. Failure to make error in making, any such notation recordation or to attach a schedule endorsement shall not affect any Lender’s the obligation of the Borrower hereunder or under the Notes or the Borrower’s rights or obligations in respect ability of any Bank to assign its Notes. Each Bank is hereby irrevocably authorized by the Borrower so to endorse its Notes and to attach to and make a part of any Note a continuation of any such Loans or affect the validity of such transfer by any Lender of its Noteschedule as and when required.

Appears in 2 contracts

Sources: Credit Agreement (Outback Steakhouse Inc), Credit Agreement (Outback Steakhouse Inc)

Notes. If requested by a Lender, the (a) The Tranche A Loans made by such the Lender hereunder shall be evidenced by a single promissory note of the Borrower Borrowers in substantially the form of Exhibit AA-1 hereto, dated, in the case of (i) any Lender party hereto dated as of the date of this Agreement, as of the Effective Date, and (ii) any other Lender, as of the date such Lender becomes a party heretohereof, payable to such the Lender in a principal amount equal to its Maximum Credit Amount the amount of the Tranche A Commitment as originally in effect on such date, and otherwise duly completed. In the event that any Lender’s Maximum Credit Amount increases or decreases for any reason (whether pursuant to Section 2.06, Section 2.09, Section 12.04(b) or otherwise), the Borrower shall deliver or cause to be delivered, to the extent such Lender is then holding a Note The date and upon the written request of such Lender, on the effective date of such increase or decrease, a new Note payable to such Lender in a principal amount equal to its Maximum Credit Amount after giving effect to such increase or decrease, and otherwise duly completed. Upon receipt of such replacement Note, such Lender shall return the replaced Note to the Borrower. The date, amount, Type, interest rate and, if applicable, Interest Period of each Tranche A Loan made by each Lenderthe Lender to the Borrowers, and all payments and prepayments made on account of the principal thereof, shall be recorded by such the Lender on its books for its Note, and, prior to any transfertransfer of the Tranche A Note, may be endorsed by such the Lender on a the schedule attached to such Tranche A Note or any continuation thereof or on thereof; provided, however, that any separate record maintained failure by such Lender. Failure the Lender to make any such notation or to attach a schedule shall not affect any Lender’s the obligations of the Borrowers hereunder or the Borrower’s rights or obligations under such Tranche A Note in respect of such obligations. (b) The Tranche B Loans made by the Lender hereunder shall be evidenced by a single promissory note of the Borrowers in substantially the form of Exhibit A-2 hereto, dated as of the date hereof, payable to the Lender in a principal amount equal to the amount of the Tranche B Commitment as originally in effect and otherwise duly completed. The date and amount of each Tranche B Loan made by the Lender to the Borrowers, and all payments and prepayments made on account of the principal thereof, shall be recorded by the Lender on its books and, prior to any transfer of the Tranche B Note, endorsed by the Lender on the schedule attached to such Tranche B Note or any continuation thereof; provided, however, that any failure by the Lender to make any such notation shall not affect the validity obligations of the Borrowers hereunder or under such Tranche B Note in respect of such transfer by any Lender of its Noteobligations.

Appears in 2 contracts

Sources: Credit Agreement (Chatterjee Purnendu), Credit Agreement (Geotek Communications Inc)

Notes. If requested by a Lender, the (a) The Syndicated Revolving Credit Loans made by such Lender of each Bank shall be evidenced by a single promissory note Syndicated Revolving Credit Note payable to the order of such Bank for the account of its Lending Office in an amount equal to the original principal amount of such Bank's Revolving Credit Commitment. (b) The Money Market Loans made by any Bank to the Borrower shall be evidenced by a single Money Market Note payable to the order of such Bank for the account of its Lending Office. (c) The Term Loan of each Bank shall be evidenced by a single Term Loan Note payable to the order of such Bank for the account of its Lending Office in substantially an amount equal to the form original principal amount of Exhibit Asuch Bank's Term Loan Commitment. (d) Upon receipt of each Bank's Notes pursuant to Section 3.01, datedthe Agent shall deliver such Notes to such Bank. Each Bank shall record, and prior to any transfer of its Notes shall endorse on the schedule forming a part thereof appropriate notations to evidence, the date, amount and maturity of, and effective interest rate for, each Syndicated Revolving Credit Loan, Money Market Loan or Term Loan, as the case may be, made by it, the date and amount of each payment of principal made by the Borrower with respect thereto and whether, in the case of (i) any Lender party hereto as of the date of this Agreement, as of the Effective Date, and (ii) any other Lender, as of the date such Lender becomes a party hereto, payable to such Lender in a principal amount equal to its Maximum Bank's Syndicated Revolving Credit Amount as in effect on such date, and otherwise duly completed. In the event that any Lender’s Maximum Credit Amount increases Note or decreases for any reason (whether pursuant to Section 2.06, Section 2.09, Section 12.04(b) or otherwise), the Borrower shall deliver or cause to be delivered, to the extent such Lender is then holding a Note and upon the written request of such Lender, on the effective date of such increase or decrease, a new Note payable to such Lender in a principal amount equal to its Maximum Credit Amount after giving effect to such increase or decrease, and otherwise duly completed. Upon receipt of such replacement Term Loan Note, such Lender shall return Syndicated Revolving Credit Loan or Term Loan, as the replaced Note to the Borrower. The datecase may be, amount, Type, interest rate and, if applicable, Interest Period of each is a Base Rate Loan made by each Lenderor Euro-Dollar Loan, and all payments made on account such schedule shall constitute rebuttable presumptive evidence of the principal thereofamount owing and unpaid on such Bank's Notes; provided that the failure of any Bank to make, shall be recorded by such Lender on its books for its Note, and, prior to any transfer, may be endorsed by such Lender on a schedule attached to such Note or any continuation thereof or on any separate record maintained by such Lender. Failure to make error in making, any such notation recordation or to attach a schedule endorsement shall not affect any Lender’s the obligation of the Borrower hereunder or under the Notes or the Borrower’s rights or obligations in respect ability of any Bank to assign its Notes. Each Bank is hereby irrevocably authorized by the Borrower so to endorse its Notes and to attach to and make a part of any Note a continuation of any such Loans or affect the validity of such transfer by any Lender of its Noteschedule as and when required.

Appears in 2 contracts

Sources: Credit Agreement (Cadmus Communications Corp/New), Credit Agreement (Meredith Corp)

Notes. If requested by a Lender, the Any Lender may request that Loans made by such Lender shall it be evidenced by a single promissory note of note. In such event, the Borrower shall prepare, execute and deliver to such Lender a promissory note payable to the order of such Lender in substantially the form of Exhibit A, dated, in the case of (i) any Lender party hereto as of the date of this Agreement, as of the Effective Datedate of this Agreement, and (ii) any other LenderLender that becomes a party hereto pursuant to an Assignment and Assumption, as of the effective date such Lender becomes a party heretoof 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. In the event that If any Lender’s Maximum Credit Amount increases or decreases for any reason (whether pursuant to Section ‎Section 2.06, Section 2.09, Section ‎Section 12.04(b) or otherwise), the Borrower shall deliver or cause to be delivered, to the extent such Lender is then holding a Note and upon the written request of such Lender, delivered on the effective date of such increase or decrease, a new Note payable to such the order of any Lender who requested a Note hereunder in a principal amount equal to its Maximum Credit Amount after giving effect to such increase or decrease, and otherwise duly completed. Upon receipt of such replacement Note, and such Lender shall agrees to promptly thereafter return the replaced previously issued Note to the Borrowerheld by such Lender marked canceled or otherwise similarly defaced. The date, amount, Type, interest rate and, if applicable, Interest Period of each Loan made by each LenderLender that receives a Note, 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, may be endorsed by such Lender on a schedule attached to such Note or any continuation thereof or on any separate record maintained by such Lender. Failure to make any such notation or to attach a schedule shall not affect any Lender’s or the Borrower’s rights or obligations in respect of such Loans or affect the validity of such transfer by any Lender of its Note.

Appears in 2 contracts

Sources: Credit Agreement (Magnum Hunter Resources Corp), Credit Agreement (Magnum Hunter Resources Corp)

Notes. If requested by a Lender(a) The Borrower’s obligation to pay the principal of, the Loans and interest on, each Loan made by such any Lender shall also be evidenced by a single corresponding promissory note duly executed and delivered on the Funding Date by the Borrower to each Lender, substantially in the form of Exhibit B (each, a “Note”). If any Note is lost, stolen, or destroyed, the Borrower shall issue a replacement Note or Notes immediately upon request of the relevant Lender. The execution and delivery by the Borrower of the Notes shall not limit, reduce or otherwise affect the Obligations of the Borrower, and the rights and claims of the Lenders under any Note shall not replace or supersede the rights and claims of any Lender under this Agreement. In the event of a conflict between the terms of this Agreement and any Note, the terms of this Agreement shall prevail. (b) After the effectiveness of an assignment made pursuant to Section 12.3, promptly after receipt of a request by the applicable assignee, the Borrower shall execute and deliver to the applicable assignee, in exchange for the existing Note evidencing the Loans so assigned theretofore delivered to the assigning Lender pursuant to this Section 2.4, a new Note in substantially the form of Exhibit AB payable to such assignee, dated, in the case of (i) any Lender party hereto dated as of the date of this Agreement, as of the Effective Date, and (ii) any other Lender, as of the date such Lender becomes a party hereto, payable to such Lender in a principal amount equal to its Maximum Credit Amount as in effect on such date, applicable Borrowing and otherwise duly completed. In the event that any Lender’s Maximum Credit Amount increases or decreases for any reason (whether pursuant to Section 2.06, Section 2.09, Section 12.04(b) or otherwise)case of an assignment whereby the assigning Lender retains a portion of its Loans, the Borrower shall also execute and deliver or cause to be deliveredsuch assigning Lender, in exchange for the existing Note evidencing the Loans so assigned theretofore delivered to the extent such assigning Lender is then holding a Note and upon the written request of such Lender, on the effective date of such increase or decreasepursuant to this Section 2.4, a new Note in substantially the form of Exhibit B payable to such Lender in a principal amount equal to its Maximum Credit Amount after giving effect to such increase or decreaseassigning Lender, dated as of the date of the applicable Borrowing and otherwise duly completed. Upon receipt of such replacement Note, such Lender shall return the replaced Note to the Borrower. The date, amount, Type, interest rate and, if applicable, Interest Period of each Loan made by each Lender, Any and all payments made on account costs and expenses that arise from this exchange of the principal thereof, Notes shall be recorded borne by such Lender on its books for its Note, and, prior to any transfer, may be endorsed by such Lender on a schedule attached to such Note or any continuation thereof or on any separate record maintained by such Lender. Failure to make any such notation or to attach a schedule shall not affect any Lender’s the Assignee or the Borrower’s rights or obligations in respect of such Loans or affect the validity of such transfer by any Lender of its Noteassigning Lender.

Appears in 2 contracts

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

Notes. If requested by a Lender2.10.1 The obligation of Borrowers to repay all Loans and all Letter of Credit Advances, the Loans made by such Lender shall and all interest and other charges thereon, may be evidenced by the Line of Credit Notes. If so requested by any Lender by written notice to Master Borrower (with a single promissory note copy to Agent) at least two Business Days prior to the Closing Date or at any time thereafter, Borrowers shall execute and deliver to each Lender one Line of the Borrower in substantially the form of Exhibit A, dated, Credit Note in the case of (i) any Lender party hereto as of the date of this Agreement, as of the Effective Date, and (ii) any other Lender, as of the date such Lender becomes a party hereto, payable to such Lender in a principal amount equal to its Maximum Credit Amount as in effect on such date, and otherwise duly completed. In the event that any Lender’s Maximum Credit Amount increases or decreases for any reason (whether pursuant to Section 2.06, Section 2.09, Section 12.04(b) or otherwise), the Borrower shall deliver or cause to be delivered, to the extent such Lender is then holding a Note and upon the written request of such Lender, on the effective date ’s Commitment; provided that any such Line of such increase or decrease, a new Credit Note payable shall be deemed to such Lender in a principal amount equal to its Maximum replace any Line of Credit Amount after giving effect to such increase or decrease, and otherwise duly completed. Upon receipt of such replacement Note, such Lender shall return the replaced Note issued pursuant to the Borrower. Original Credit Agreement or the Existing Credit Agreement and any such Line of Credit Note issued pursuant to the Original Credit Agreement or the Existing Credit Agreement shall be marked “cancelled” and returned promptly to Master Borrower or a lost note affidavit shall be provided in lieu thereof. 2.10.2 The date, amount, Type, interest rate and, if applicable, Interest Period obligation of each Loan made by each LenderBorrowers to repay all Swing Line Loans, 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 transferinterest thereon, may be endorsed evidenced by such Lender on a schedule attached to such Note or any continuation thereof or on any separate record maintained by such Lenderthe Swing Line Note. Failure to make any such notation or to attach a schedule shall not affect any Lender’s or the Borrower’s rights or obligations in respect of such Loans or affect the validity of such transfer If so requested by any Lender of its by written notice to Master Borrower (with a copy to Agent) at least two Business Days prior to the Closing Date or at any time thereafter, Borrowers shall execute and deliver to Swing Line Lender the Swing Line Note; provided that any such Swing Line Note shall be deemed to replace any Swing Line Note issued pursuant to the Original Credit Agreement or the Existing Credit Agreement and any such Swing Line Note issued pursuant to the Original Credit Agreement or the Existing Credit Agreement shall be marked “cancelled” and returned promptly to Master Borrower or a lost note affidavit shall be provided in lieu thereof.

Appears in 2 contracts

Sources: Revolving Credit Loan Agreement (Orleans Homebuilders Inc), Revolving Credit Loan Agreement (Orleans Homebuilders Inc)

Notes. If requested by a Upon request of such Lender, the Loans made by such a Lender shall be evidenced by a single promissory note of the Borrower in substantially the form of Exhibit A, datedand, in the case of (i) any Lender party hereto as of the date of this Agreement, as of the Effective Date, and (ii) any other Lender, such Note shall be dated as of the date such of this Agreement, or in the case of any Lender that becomes a party heretohereto pursuant to an Assignment and Assumption, such Note shall be dated as of the effective date of the Assignment and Assumption, payable to such Lender in a principal amount equal to its Maximum Credit Amount as in effect on such date, and otherwise duly completed. In the event that any Lender’s Maximum Credit Amount increases or decreases for any reason (whether pursuant to Section 2.06, Section 2.09, Section 12.04(b) or otherwise), the Borrower shall shall, upon request of such Lender, deliver or cause to be delivered, to the extent such Lender is then holding a Note and upon the written request of such Lender, delivered on the effective date of such increase or decrease, a new Note payable to such Lender in a principal amount equal to its Maximum Credit Amount after giving effect to such increase or decrease, and otherwise duly completed. Upon receipt of such replacement Note, such Lender shall against return the replaced Note to the BorrowerBorrower of the Note so replaced. The date, amount, Type, interest rate and, if applicable, Interest Period of each 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 Note, and, prior to any transfer, may be endorsed by such Lender on a schedule attached to such Note or any continuation thereof or on any separate record maintained by such Lender. Failure to make any such notation or to attach a schedule shall not affect any Lender’s or the Borrower’s rights or obligations in respect of such Loans or affect the validity of such transfer by any Lender of its Note.

Appears in 2 contracts

Sources: Credit Agreement (Rice Energy Inc.), Credit Agreement (Rice Energy Inc.)

Notes. If requested by a Lender, the The Loans made by each Lender, if requested by such Lender Lender, shall be evidenced by a single promissory note of the Borrower in substantially the form of Exhibit A, dated, in the case of (i) any Lender party hereto as of the date of this Agreement, as of the Effective Datedate of this Agreement, and or (ii) any other LenderLender that becomes a party hereto pursuant to an Assignment and Assumption or an Additional Lender Agreement, as of the effective date such of the Assignment and Assumption or Additional Lender becomes a party heretoAgreement, as applicable, payable to such Lender in a principal amount equal to its Maximum Credit Amount as in effect on such date, Commitment and otherwise duly completed. In the event that any Lender’s Maximum Credit Amount Commitment increases or decreases for any reason (whether pursuant to Section 2.06, Section 2.09, Section Sections 2.06 or 12.04(b) or otherwise), if requested by such Lender, the Borrower shall deliver or cause to be delivered, to the extent such Lender is then holding a Note and upon the written request of such Lender, delivered on the effective date of such increase or decrease, a new Note payable to such Lender in a principal amount equal to its Maximum Credit Amount Commitment after giving effect to such increase or decrease, and otherwise duly completed. Upon receipt of such replacement Note, such Lender shall return the replaced Note to the Borrower. The date, amount, Type, interest rate and, if applicable, Interest Period of each 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 Note, and, prior to any transfer, may be endorsed by such Lender on a schedule attached to such Note or any continuation thereof or on any separate record maintained by such Lender. Failure to make any such notation or to attach a schedule shall not affect any Lender’s or the Borrower’s rights or obligations in respect of such Loans or affect the validity of such transfer by any Lender of its Note.

Appears in 2 contracts

Sources: Credit Agreement (Riviera Resources, Inc.), Credit Agreement (Riviera Resources, LLC)

Notes. If requested by a Lender, the The Loans made by each Lender, if requested by such Lender Lender, shall be evidenced by a single promissory note of the Borrower in substantially the form of Exhibit A, dated, in the case of (i) any Lender party hereto as of the date of this Agreement, as of the Effective Datedate of this Agreement, and (ii) any other LenderLender that becomes a party hereto pursuant to an Assignment and Assumption, as of the effective date such of the Assignment and Assumption, or (iii) any Lender that becomes a party heretohereto in connection with an increase in the Aggregate Maximum Credit Amounts pursuant to Section 2.06(d), as of the effective date of such increase, in each case, payable to such Lender in a principal amount equal to its Maximum Credit Amount as in effect on such date, and otherwise duly completed. In the event that any Lender’s Maximum Credit Amount increases or decreases for any reason (whether pursuant to Section 2.06, Section 2.09, Section 12.04(b) or otherwise), if requested by such Lender, the Borrower shall deliver or cause to be delivered, to the extent such Lender is then holding a Note and upon the written request of such Lender, delivered on the effective date of such increase or decrease, a new Note payable to such Lender in a principal amount equal to its Maximum Credit Amount after giving effect to such increase or decrease, and otherwise duly completed. Upon receipt The replaced Note shall be deemed cancelled upon delivery from the Borrower to the Lender of such replacement new Note, such Lender shall return the replaced Note to the Borrower. The date, amount, Type, interest rate and, if applicable, Interest Period of each 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 Note, and, prior to any transfer, may be endorsed by such Lender on a schedule attached to such Note or any continuation thereof or on any separate record maintained by such Lender. Failure to make any such notation or to attach a schedule shall not affect any Lender’s or the Borrower’s rights or obligations in respect of such Loans or affect the validity of such transfer by any Lender of its Note.

Appears in 2 contracts

Sources: Credit Agreement (Epl Oil & Gas, Inc.), Credit Agreement (Energy Partners LTD)

Notes. If requested by a LenderAny Lender may request that the Term Loans and/or Revolving Loans, the Loans as applicable, made by such Lender shall be evidenced by a single promissory note of the Borrower in substantially the form of Exhibit ATerm Loan Note or Revolving Note, as applicable, dated, in the case of (i) any Lender party hereto as of the date of this AgreementInitial Availability Date, as of the Effective Initial Availability Date, and (ii) any other LenderLender that becomes a party hereto pursuant to an Assignment and Assumption, as of the effective date of such Assignment and Assumption or (iii) any Lender that becomes a party heretohereto in connection with an increase in the Aggregate Revolving Commitments pursuant to Section 2.06(c), as of the effective date of such increase, payable to such Lender in a principal amount equal to its Maximum Credit Amount Term Loan Commitment (or, for any Term Loan Note issued following the Initial Availability Date, in an amount equal to the principal amount of the Term Loan held by such Term Loan Lender) or its Revolving Commitment as in effect on such date, as applicable and in each case denominated in US Dollars, and otherwise duly completed. In the event that any Revolving Lender’s Maximum Credit Amount Revolving Commitment increases or decreases for any reason (whether pursuant to Section 2.06, Section 2.09, Section 12.04(b12.04(c) or otherwise), at the request of such Revolving Lender, the Borrower shall deliver or cause to be delivered, to the extent such Lender is then holding a Note and upon the written request of such Lender, delivered on the effective date of such increase or decrease, a new Revolving Note payable to such Revolving Lender in a principal amount equal to its Maximum Credit Amount Revolving Commitment (denominated in US Dollars) after giving effect to such increase or decrease, and otherwise duly completed. Upon receipt In the event any Term Loan Lender’s share of the outstanding Term Loans increases for any reason (whether pursuant to Section 12.04(c) or otherwise), the Borrower shall, upon request of such replacement NoteTerm Loan Lender, deliver or cause to be delivered, on the effective date of such increase, a new Term Loan Note payable to such Term Loan Lender shall return the replaced Note in a principal amount equal to the Borrowerits outstanding Term Loans as of such date. The date, amount, Type, interest rate and, if applicable, Interest Period of each Term Loan and each Revolving Loan made by each Lender, Lender and all payments made on account of the principal thereof, shall be recorded by such Lender on its books for its NoteTerm Loan Note and Revolving Notes, as applicable, and, prior to any transfer, may be endorsed recorded by such Lender on a schedule attached to such Note or any continuation thereof or on any separate record maintained by such Lender. Failure to make any such notation or to attach a schedule shall not affect any Lender’s or the Borrower’s rights or obligations in respect of such Loans or affect the validity of such transfer by any Lender of its Term Loan Note and/or Revolving Note.

Appears in 2 contracts

Sources: Credit Agreement (Exterran Corp), Credit Agreement (Exterran Holdings Inc.)

Notes. If requested by a Lender, the All Revolving Credit Loans made by such each Revolving Credit Lender under this Agreement shall be evidenced by by, and repaid with interest in accordance with, a single promissory note Revolving Credit Note of the Borrower in substantially the form of Exhibit A, datedC-1 hereto, in the each case of (i) any Lender party hereto as of duly completed, dated the date of this Agreement, as of the Effective Date, and (ii) any other Lender, as of the date such Lender becomes a party hereto, payable to such Revolving Credit Lender in a principal amount equal for the account of its applicable Lending Office, such Revolving Credit Note to its Maximum represent the obligation of the Borrower to repay the Revolving Credit Amount as in effect on Loans made by such dateRevolving Credit Lender. All Term Loans made by each Term Loan Lender under this Agreement shall be evidenced by, and otherwise repaid with interest in accordance with, a single Term Loan Note of the Borrower in substantially the form of Exhibit C-2 hereto, in each case duly completed. In , dated the event that any Lender’s Maximum Credit Amount increases or decreases for any reason (whether pursuant to Section 2.06, Section 2.09, Section 12.04(b) or otherwise), the Borrower shall deliver or cause to be delivered, to the extent such Lender is then holding a Note and upon the written request of such Lender, on the effective date of such increase or decreasethis Agreement, a new Note and payable to such Term Loan Lender in a for the account of its applicable Lending Office, such Term Loan Note to represent the obligation of the Borrower to repay the Term Loans made by such Term Loan Lender. Each Lender is hereby authorized by the Borrower to endorse on the schedule attached to the Note or Notes held by it the amount and type of such applicable Loan and each renewal, conversion, and payment of principal amount equal to received by such applicable Lender for the account of its Maximum Credit Amount after giving effect to such increase or decrease, and otherwise duly completed. Upon receipt of such replacement Note, such Lender shall return the replaced Note to the Borrower. The date, amount, Type, interest rate and, if applicable, Interest Period of each Loan made by each Lender, and all payments made applicable Lending Office on account of its applicable Loans, which endorsement shall, in the principal thereofabsence of manifest error, shall be recorded conclusive as to the outstanding balance of such Loans made by such Lender on its books for its NoteLender; provided, andhowever, prior that the failure to make such notation with respect to any transferLoan or renewal, may be endorsed by such Lender on a schedule attached to such conversion, or payment shall not limit or otherwise affect the obligations of the Borrower under this Agreement or the Note or any continuation thereof or on any separate record maintained Notes held by such Lender. Failure to make any such notation or to attach a schedule All Revolving Credit Loans shall not affect any Lender’s or be repaid on the Borrower’s rights or obligations in respect of such Revolving Credit Termination Date, and all Term Loans or affect shall be repaid on the validity of such transfer by any Lender of its NoteTerm Loan Maturity Date.

Appears in 2 contracts

Sources: Credit Agreement (Beazer Homes Usa Inc), Credit Agreement (Beazer Homes Usa Inc)

Notes. If requested by a Lender, the The Loans made by each Lender, if requested by such Lender Lender, shall be evidenced by a single promissory note of the Borrower in substantially the form of Exhibit A, dated, in the case of (i) any Lender party hereto as of the date of this Agreement, as of the Effective Datedate of this Agreement, and or (ii) any other LenderLender that becomes a party hereto pursuant to an Assignment and Assumption, as of the effective date such Lender becomes a party heretoof the Assignment and Assumption or amendment, payable to such Lender in a principal amount equal to its Maximum Credit Amount as in effect on such dateCommitment, and otherwise duly completed. In the event that any Lender’s Maximum Credit Amount Commitment increases or decreases for any reason (whether pursuant to Section 2.06, Section 2.09, Section 12.04(b) or otherwise), if requested by such Lender, the Borrower shall deliver or cause to be delivered, to the extent such Lender is then holding a Note and upon the written request of such Lender, delivered on the effective date of such increase or decrease, a new Note payable to such Lender in a principal amount equal to its Maximum Credit Amount Commitment, as applicable, after giving effect to such increase or decrease, and otherwise duly completed. Upon receipt of such replacement Note, such Lender shall return the replaced Note to the Borrower. The date, amount, Type, interest rate and, if applicable, Interest Period of each 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 applicable Note, and, prior to any transfer, may be endorsed by such Lender on a schedule attached to such Note or any continuation thereof or on any separate record maintained by such Lender. Failure to make any such notation or to attach a schedule shall not affect any Lender’s or the Borrower’s rights or obligations in respect of such Loans or affect the validity of such transfer by any Lender of its Note.

Appears in 2 contracts

Sources: Revolving Credit Agreement (Southcross Energy Partners, L.P.), Revolving Credit Agreement

Notes. If requested by a Lender, the The Loans made by such each Lender shall (if requested by such Lender) be evidenced by a single promissory note of the Borrower in substantially the form of Exhibit A, dated, in the case of (i) any Lender party hereto as of the date of this AgreementEffective Date, as of the Effective Date, and (ii) any other LenderLender that becomes a party hereto pursuant to an Assignment and Assumption, as of the effective date such of the Assignment and Assumption, or (iii) any Lender that becomes a party heretohereto in connection with an increase in the Aggregate Elected Commitment Amounts pursuant to Section 2.06(c), as of the effective date of such increase, payable to such Lender in a principal amount equal to its Maximum Credit Amount as in effect on such date, and otherwise duly completed. In the event that any Lender’s Maximum Credit Amount increases or decreases for any reason (whether pursuant to Section 2.06, Section 2.09, Section 12.04(b) or otherwise), if requested by such Lender, the Borrower shall deliver or cause to be delivered, to the extent such Lender is then holding a Note and upon the written request of such Lender, delivered on the effective date of such increase or decrease, a new Note payable to such Lender and its registered assigns in a principal amount equal to its Maximum Credit Amount after giving effect to such increase or decrease, and otherwise duly completed. Upon receipt of such replacement Note, such Lender shall return the replaced Note to the Borrower. The date, amount, Type, interest rate and, if applicable, Interest Period of each 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 Note, and, prior to any transfer, may be endorsed by such Lender on a schedule attached to such Note or any continuation thereof or on any separate record maintained by such Lender. Failure to make any such notation or to attach a schedule shall not affect any Lender’s or the Borrower’s rights or obligations in respect of such Loans or affect the validity of such transfer by any Lender of its NoteLoans.

Appears in 2 contracts

Sources: Credit Agreement (Comstock Resources Inc), Credit Agreement (SM Energy Co)

Notes. If requested by a Lender, the Loans made by such each Lender shall be evidenced by a single promissory note of the Borrower in substantially the form of Exhibit A, dated, in the case of (i) any Lender party hereto as of the date of this Agreement, as of the Effective Datedate of this Agreement, and (ii) any Lender that becomes a party hereto pursuant to an Assignment and Assumption or amendment or other Lendermodification to this Agreement, as of the effective date such of the Assignment and Assumption or other amendment or modification, as applicable, or (iii) any Lender that becomes a party heretohereto in connection with an increase in the Aggregate Maximum Credit Amounts pursuant to Section 2.06(c), as of the effective date of such increase, payable to such Lender in a principal amount equal to its Maximum Credit Amount as in effect on such date, and otherwise duly completed. In the event that any Lender’s Maximum Credit Amount increases or decreases for any reason (whether pursuant to Section 2.06, Section 2.09, Section 12.04(b) or otherwise), the Borrower shall deliver or cause to be delivered, to the extent such Lender is then holding a Note and upon the written request of such LenderNote, on the effective date of such increase or decrease, a new Note payable to such Lender in a principal amount equal to its Maximum Credit Amount after giving effect to such increase or decrease, and otherwise duly completed. Upon receipt of such replacement Note, and such Lender shall return the replaced its prior Note to the Borrower, marked “canceled” (or its equivalent) or an affidavit that such Note has been lost and (in any event) has been canceled. The date, amount, Type, interest rate and, if applicable, Interest Period of each 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 Note, and, prior to any transfer, may be endorsed by such Lender on a schedule attached to such Note or any continuation thereof or on any separate record maintained by such Lender. Failure to make any such notation or to attach a schedule shall not affect any Lender’s or the Borrower’s rights or obligations in respect of such Loans or affect the validity of such transfer by any Lender of its Note.

Appears in 2 contracts

Sources: Credit Agreement (Cabot Oil & Gas Corp), Credit Agreement (Cabot Oil & Gas Corp)

Notes. If requested by a Lender, the The Loans made by such each Lender shall be evidenced by a single promissory note of the Borrower in substantially the form of Exhibit A, dated, in the case of (i) any Lender party hereto as of the date of this Agreement, as of the Effective Datedate of this Agreement, and (ii) any other LenderLender that becomes a party hereto pursuant to an Assignment and Assumption, as of the effective date such of the Assignment and Assumption, or (iii) any Lender that becomes a party heretohereto in connection with an increase in the Aggregate Maximum Credit Amounts pursuant to Section 2.06(c), as of the effective date of such increase, 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. In the event that any Lender’s Maximum Credit Amount increases or decreases for any reason (whether pursuant to Section 2.06, Section 2.09, Section 12.04(b) or otherwise), the Borrower shall deliver or cause to be delivered, to the extent such Lender is then holding a Note and upon the written request of such Lender, delivered on the effective date of such increase or decrease, a new Note payable to the order of such Lender in a principal amount equal to its Maximum Credit Amount after giving effect to such increase or decrease, and otherwise duly completed. Upon receipt of such replacement Note, and such Lender shall agrees to promptly thereafter return the replaced previously issued Note to the Borrowerheld by such Lender marked canceled or otherwise similarly defaced. The date, amount, Type, interest rate and, if applicable, Interest Period of each Loan made by each Lender, 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, may be endorsed by such Lender on a schedule attached to such Note or any continuation thereof or on any separate record maintained by such Lender. Failure to make any such notation or to attach a schedule shall not affect any Lender’s or the Borrower’s rights or obligations in respect of such Loans or affect the validity of such transfer by any Lender of its Note.

Appears in 2 contracts

Sources: Credit Agreement (Bill Barrett Corp), Credit Agreement (Bill Barrett Corp)

Notes. If requested by a Lender, Any Lender may request that the Loans made by such Lender shall be evidenced by a single promissory note of the Borrower in substantially the form of Exhibit ARevolving Credit Note or Term Note, as applicable, dated, in the case of (i) any Lender party hereto as of the date of this Agreement, as of the Effective Datedate of this Agreement, and (ii) any other LenderLender that becomes a party hereto pursuant to an Assignment and Assumption, as of the effective date of such Assignment and Assumption or (iii) any Lender that becomes a party heretohereto in connection with an increase in the Aggregate Revolving Commitments or Aggregate Term Commitments pursuant to Section 2.06(c), as of the effective date of such increase, payable to such Lender in a principal amount equal to its Maximum Credit Amount Revolving Commitment or Term Commitment, as applicable, as in effect on such date, and otherwise duly completed. In the event that any Lender’s Maximum Credit Amount Revolving Commitment or Term Commitment increases or decreases for any reason (whether pursuant to Section 2.06, Section 2.09, Section 12.04(b12.04(c) or otherwise), at the request of such Lender, the Borrower shall deliver or cause to be delivered, to the extent such Lender is then holding a Note and upon the written request of such Lender, delivered on the effective date of such increase or decrease, a new Revolving Credit Note or Term Note, as applicable, payable to such Lender in a principal amount equal to its Maximum Credit Amount Revolving Commitment or Term Commitment after giving effect to such increase or decrease, and otherwise duly completed. Upon receipt of such replacement Note, such Lender shall return the replaced Note to the Borrower. The date, amount, Type, interest rate and, if applicable, Interest Period of each Loan made by each Lender, Lender 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, may be endorsed by such Lender on a schedule attached to such Note or any continuation thereof or on any separate record maintained by such Lender. Failure to make any such notation or to attach a schedule shall not affect any Lender’s or the Borrower’s rights or obligations in respect of such Loans or affect the validity of such transfer by any Lender of its Note.

Appears in 2 contracts

Sources: Senior Secured Credit Agreement (Exterran Partners, L.P.), Senior Secured Credit Agreement (Exterran Partners, L.P.)

Notes. If requested (a) The Revolving Credit Loans of each Lender to Borrower shall be evidenced, respectively, by a Lender, Revolving Credit Note of Borrower payable to the Loans made by order of such Lender in principal amounts equal to the amount of such Lender’s Revolving Credit Commitment, each shall be evidenced by a single promissory note of the Borrower in substantially the form of Exhibit AB attached hereto and incorporated herein by reference with appropriate insertions (the “Revolving Credit Note” and, dated, in the case of (i) any Lender party hereto as of the date of this Agreementcollectively, as the same may from time to time be amended, modified, extended, renewed, restated or replaced (including, without limitation, any Revolving Credit Note issued in full or partial replacement as a result of an assignment by a Lender), the Effective Date, and “Revolving Credit Notes”). (iib) any other Lender, as The Swing Line Loans of the date such Lender becomes U.S. Bank to Borrower shall be evidenced by a party hereto, Swing Line Note of Borrower payable to such Lender the order of U.S. Bank in a principal amount equal to its Maximum Credit Amount the amount of the Swing Line Commitment, which Swing Line Note shall be in substantially the form of Exhibit C attached hereto and incorporated herein by reference (with appropriate insertions) (as in effect on such datethe same may from time to time be amended, and otherwise duly completed. In the event that any Lender’s Maximum Credit Amount increases modified extended, renewed or decreases for any reason (whether pursuant to Section 2.06, Section 2.09, Section 12.04(b) or otherwise)restated, the Borrower shall deliver or cause to be delivered, to the extent such Lender is then holding a Note and upon the written request of such Lender, on the effective date of such increase or decrease, a new Note payable to such Lender in a principal amount equal to its Maximum Credit Amount after giving effect to such increase or decrease, and otherwise duly completed. Upon receipt of such replacement “Swing Line Note, such ”). (c) Each Lender shall return record in its books and records the replaced Note to the Borrower. The date, amount, Type, interest rate and, if applicable, Interest Period type and maturity of each Loan made by it and the date and amount of each Lenderpayment of principal and/or interest made by Borrower with respect thereto; provided, and all payments however, that the obligation of Borrower to repay each Loan made on account of the principal thereof, to Borrower under this Agreement shall be recorded by absolute and unconditional, notwithstanding any failure of such Lender on its books for its Note, and, prior to any transfer, may be endorsed by such Lender on a schedule attached to such Note or any continuation thereof or on any separate record maintained by such Lender. Failure to make any such notation recordation or any mistake by such Lender in connection with any such recordation. The books and records of each Lender showing the account between such Lender and Borrower shall be, to attach a schedule shall not affect any Lender’s or the Borrower’s rights or obligations extent they are made in respect accordance with the terms of such Loans or affect the validity Transaction Documents, conclusive evidence of such transfer by any Lender the items set forth therein in the absence of its Notedemonstrable error.

Appears in 2 contracts

Sources: Loan Agreement (Schiff Nutrition International, Inc.), Loan Agreement (Schiff Nutrition International, Inc.)

Notes. If requested by a Lender, the Loans made by such each Lender shall be evidenced by a single promissory note of the Borrower in substantially the form of Exhibit A, dated, in the case of (i) any Lender party hereto as of the date of this Agreement, as of the Effective Datedate of this Agreement, and (ii) any Lender that becomes a party hereto pursuant to an Assignment and Assumption or amendment or other Lendermodification to this Agreement, as of the effective date such of the Assignment and Assumption or other amendment or modification, as applicable, or (iii) any Lender that becomes a party heretohereto in connection with an increase in the Aggregate Commitments pursuant to Section 2.07(c), as of the effective date of such increase, payable to such Lender in a principal amount equal to its Maximum Credit Amount Commitment as in effect on such date, and otherwise duly completed. In the event that any Lender’s Maximum Credit Amount Commitment increases or decreases for any reason (whether pursuant to Section 2.06, Section 2.092.07, Section 12.04(b) or otherwise), the Borrower shall deliver or cause to be delivered, to the extent such Lender is then holding a Note and upon the written request of such Lender, on the effective date of such increase or decreaseNote, a new Note payable to such Lender in a principal amount equal to its Maximum Credit Amount Commitment after giving effect to such increase or decrease, and otherwise duly completed. Upon receipt of such replacement Note, and such Lender shall return the replaced its prior Note to the Borrower, marked “canceled” (or its equivalent) or an affidavit that such Note has been lost and (in any event) has been canceled. The date, amount, Type, interest rate and, if applicable, Interest Period of each 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 Note, and, prior to any transfer, may be endorsed by such Lender on a schedule attached to such Note or any continuation thereof or on any separate record maintained by such Lender. Failure to make any such notation or to attach a schedule shall not affect any Lender’s or the Borrower’s rights or obligations in respect of such Loans or affect the validity of such transfer by any Lender of its Note.

Appears in 2 contracts

Sources: Credit Agreement (Coterra Energy Inc.), Credit Agreement (Coterra Energy Inc.)

Notes. If requested by a Lender, the The Loans made by each Lender, if requested by such Lender Lender, shall be evidenced by a single promissory note of the Borrower in substantially the form of Exhibit A, dated, in the case of (i) any Lender party hereto as of the date of this Agreement, as of the Effective Datedate of this Agreement, and or (ii) any other LenderLender that becomes a party hereto pursuant to an Assignment and Assumption, as of the effective date such Lender becomes a party heretoof 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 dateCommitment, and otherwise duly completed. In the event that any Lender’s Maximum Credit Amount Commitment increases or decreases for any reason (whether pursuant to Section 2.06, Section 2.092.08, Section 12.04(b12.04(a) or otherwise), if requested by such Lender, the Borrower shall deliver or cause to be delivered, to the extent such Lender is then holding a Note and upon the written request of such Lender, delivered on the effective date of such increase or decrease, a new Note payable to the order of such Lender in a principal amount equal to its Maximum Credit Amount Commitment, as applicable, after giving effect to such increase or decrease, and otherwise duly completed. Upon receipt of such replacement Note, such Lender shall return the replaced Note to the Borrower. The date, amount, Type, interest rate and, if applicable, Interest Period of each 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 applicable Note, and, prior to any transfer, may be endorsed by such Lender on a schedule attached to such Note or any continuation thereof or on any separate record maintained by such Lender. Failure to make any such notation or to attach a schedule shall not affect any Lender’s or the Borrower’s rights or obligations in respect of such Loans or affect the validity of such transfer by any Lender of its Note.

Appears in 2 contracts

Sources: Credit Agreement (Southcross Energy Partners, L.P.), Credit Agreement (Southcross Energy Partners, L.P.)

Notes. If requested The Revolving Credit Loans (other than Swingline Loans) made by a each Revolving Credit Lender shall, at the request of such Revolving Credit Lender, the Loans made by such Lender shall be evidenced by a single promissory note of the Borrower Borrowers in substantially the form of Exhibit AI-1 to the Original Credit Agreement, dated, in the case of dated (i) any Lender party hereto as of the date of this Agreement, as of the Effective Date, and Original Closing Date or (ii) any other Lender, as the effective date of the date such Lender becomes a party heretoan Assignment pursuant to Section 12.06(b), payable to the order of such Revolving Credit Lender in a principal amount equal to its Maximum Revolving Credit Amount as originally in effect on and otherwise duly completed and such datesubstitute Notes as required by Section 12.06(b). The Term Loans made by each Term Lender shall, at the request of such Term Lender, be evidenced by a single promissory note of the Borrowers in substantially the form of Exhibit I-2 to the Original Credit Agreement, dated as of (i) the Restatement Effective Date or (ii) the effective date of an Assignment pursuant to Section 12.06(b), payable to the order of such Term Lender and otherwise duly completed. In The Swingline Loans made by the event that any Swingline Lender resulting from the advances under Section 2.01(c) shall, at the request of the Swingline Lender’s Maximum Credit Amount increases or decreases for any reason (whether pursuant to Section 2.06, Section 2.09, Section 12.04(b) or otherwise), be evidenced by a promissory note of the Borrower shall deliver or cause to be delivered, Borrowers in substantially the form of Exhibit I-3 to the extent such Lender is then holding a Note and upon Original Credit Agreement, dated the written request of such LenderOriginal Closing Date, on the effective date of such increase or decrease, a new Note payable to such the order of the Swingline Lender in a principal amount equal to its Maximum Credit Amount after giving effect to such increase or decrease, and otherwise duly completed. Upon receipt of such replacement Note, such Lender shall return the replaced Note to the BorrowerSwingline Commitment. The date, amount, Type, interest rate and, if applicable, and Interest Period of each 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 NoteNotes, and, prior to any transfer, transfer may be endorsed by such Lender on a the schedule attached to such Note Notes or any continuation thereof or on any separate record maintained by such Lender. Failure to make any such notation or to attach a schedule shall not affect any Lender’s or the any Borrower’s rights or obligations in respect of such Loans or affect the validity of such transfer by any Lender of its Note.

Appears in 2 contracts

Sources: Credit Agreement (NPC Restaurant Holdings, LLC), Credit Agreement (NPC Operating Co B, Inc.)

Notes. If requested by a any Lender, the Loans Term Loan and Revolving Loans, as applicable, made by such Lender shall be evidenced by a single promissory note of Revolving Credit Note or Term Loan Note, as applicable, made by the Borrower in substantially the form of Exhibit AB-1 and Exhibit B-2, respectively, in each case dated, in the case of (i) any Lender party hereto as of the date of this Agreement, as of the Effective Datedate of this Agreement, and or (ii) any other LenderLender that becomes a party hereto pursuant to an Assignment and Assumption, as of the effective date such Lender becomes a party heretoof the Assignment and Assumption, each payable to such Lender or its registered assigns in a principal amount equal to its Maximum the principal amount of the Term Loans held by such Term Lender or any Revolving Credit Amount Lender’s Revolving Credit Commitment, as applicable, as in effect on such date, and otherwise duly completed. In the event that any Revolving Credit Lender’s Maximum Revolving Credit Amount Commitment increases or decreases for any reason (whether pursuant to Section 2.06, Section 2.09, Section 12.04(b) or otherwise), the Borrower shall shall, upon request of such Revolving Credit Lender, deliver or cause to be delivered, to the extent such Revolving Credit Lender is then holding a Note and upon the written request of such LenderRevolving Credit Note, on the effective date of such increase or decrease, a new Note Revolving Credit Note, payable to such Revolving Credit Lender or its registered assigns in a principal amount equal to its Maximum such Revolving Credit Amount Lender’s Revolving Credit Commitment after giving effect to such increase or decrease, and otherwise duly completed. Upon receipt In the event any Term Lender’s share of the outstanding Term Loans increases for any reason (whether pursuant to Section 12.04(b) or otherwise), the Borrower shall, upon request of such replacement Term Lender, deliver or cause to be delivered, to the extent such Term Lender is then holding a Term Loan Note, on the effective date of such increase, a new Term Loan Note payable to such Term Lender shall return the replaced Note or its registered assigns in a principal amount equal to the Borrowersuch Term Lender’s outstanding Term Loans as of such date. The date, amount, Type, interest rate and, if applicable, Interest Period of each Term Loan and Revolving Loan made by each Term Lender and Revolving Credit Lender, respectively, and all payments made on account of the principal thereof, shall be recorded by such Term Lender or Revolving Credit Lender, as applicable, on its books for its such Term Lender’s Term Loan Note and such Revolving Credit Lender’s Revolving Credit Note, and, prior to any transfer, may be endorsed by such Lender on a schedule attached to such Note or any continuation thereof or on any separate record maintained by such Lenderas applicable. Failure to make any such notation or to attach a schedule recordation shall not affect any Lender’s or the Borrower’s rights or obligations in respect of such Loans or affect the validity of such any transfer by any Lender of its Term Loan Note and/or Revolving Credit Note.

Appears in 2 contracts

Sources: Credit Agreement (Grizzly Energy, LLC), Credit Agreement (Vanguard Natural Resources, Inc.)

Notes. If requested The Committed Loans shall be evidenced by a promissory notes of the Borrower substantially in the form of Exhibit A hereto, with appropriate insertions, payable to the order of the Lenders, dated as of the date hereof, and for each Lender in the face amount of such Lender, 's Commitment (the Loans "Committed Loan Notes"). The Competitive Bid Loan made by such each Lender shall be evidenced by a single promissory note notes of the Borrower Borrower, substantially in substantially the form of Exhibit AB hereto, datedwith appropriate insertions, in payable to the case order of (i) any Lender party hereto such Lender, dated as of the date of this Agreement, as hereof and in the face amount of the Effective Date, and Total Commitment (ii) any other Lender, as of the "Competitive Bid Loan Notes"). Each Lender is hereby authorized to record the date such Lender becomes and amount of Committed Loans it makes and the date and amount of each payment of principal and interest thereon on a party hereto, payable to such Lender in a principal amount equal schedule annexed to its Maximum Credit Amount as Committed Loan Note or maintained in effect on such date, and otherwise duly completedconnection therewith. In the event that any Lender’s Maximum Credit Amount increases or decreases for any reason (whether pursuant to Section 2.06, Section 2.09, Section 12.04(b) or otherwise), the Borrower shall deliver or cause to be delivered, to the extent such Each Lender is then holding a Note hereby authorized to record the date and upon the written request amount of each Competitive Bid Loan made by such Lender, on the effective maturity date thereof, the date and amount of such increase or decrease, a new Note payable to such Lender in a each payment of principal amount equal to its Maximum Credit Amount after giving effect to such increase or decrease, and otherwise duly completed. Upon receipt of such replacement Note, such Lender shall return interest thereon and the replaced Note to the Borrower. The date, amount, Type, interest rate and, if applicable, Interest Period of each 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 Note, and, prior to any transfer, may be endorsed by such Lender with respect thereto on a schedule attached annexed to such its Competitive Bid Loan Note or maintained in connection therewith. Any such recordation by any continuation thereof or on any separate record maintained by such Lender. Failure Lender shall constitute prima facie evidence of the accuracy of the information so recorded; provided, however, that the failure to make any such notation recordation or to attach a schedule any error in any such recordation shall not affect any Lender’s the obligations of the Borrower hereunder, under the Committed Loan Notes, or under the Borrower’s rights or obligations in respect of such Loans or affect the validity of such transfer by any Lender of its NoteCompetitive Bid Loan Notes.

Appears in 2 contracts

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

Notes. If requested by a (a) Upon the request of any Lender, the Revolving Credit Loans made by such Lender shall be evidenced by a single promissory note Revolving Credit Note, duly executed on behalf of the Borrower in substantially Borrowers, dated the form of Exhibit A, dated, in the case of (i) any Lender party hereto as of the date of this Agreement, as of the Effective Date, and (ii) any other Lender, as of the date such Lender becomes a party hereto, Closing Date payable to such Lender in a an aggregate principal amount equal to its Maximum Credit Amount as in effect on such date, and otherwise duly completed. In the event that any Lender’s Maximum Credit Amount increases or decreases for any reason Commitment. (whether pursuant to Section 2.06, Section 2.09, Section 12.04(bb) or otherwise)Upon the request of the Swingline Lender, the Borrower Revolving Credit Loans made by the Swingline Lender with respect to Swingline Loans shall deliver or cause to be deliveredevidenced by a Swingline Note, duly executed on behalf of the Borrowers, dated the Closing Date, payable to the extent such Lender is then holding a Note and upon the written request of such Swingline Lender, on the effective date of such increase or decrease, a new Note payable to such Lender in a an aggregate principal amount equal to its Maximum Credit Amount after giving effect the Swingline Loan Ceiling. (c) Each Lender is hereby authorized by the Borrowers to such increase or decrease, and otherwise duly completed. Upon receipt of such replacement Note, such Lender shall return the replaced Note to the Borrower. The date, amount, Type, interest rate and, if applicable, Interest Period of each 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 Note, and, prior to any transfer, may be endorsed by such Lender endorse on a schedule attached to each Note delivered to such Lender (or on a continuation of such 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 make such a notation or any continuation thereof or on any separate record maintained by such Lender. Failure to make any such notation or to attach a schedule error therein shall not affect the obligation of any Borrower to repay the Revolving Credit Loans made by such Lender in accordance with the terms of this Agreement and the applicable Notes. (d) Upon receipt of an affidavit and indemnity of a Lender as to the loss, theft, destruction or mutilation of such Lender’s or the Borrower’s rights or obligations in respect Note and upon cancellation of such Loans or affect Note, the validity Borrowers will issue, in lieu thereof, a replacement Note in favor of such transfer by any Lender Lender, in the same principal amount thereof and otherwise of its Notelike tenor at such Lender’s expense.

Appears in 2 contracts

Sources: Credit Agreement (Gymboree Corp), Credit Agreement (Gym-Card, LLC)

Notes. If requested a Lender shall make a written request to the Administrative Agent and the Borrower to have its Loans evidenced by a Note, then, for each such Lender, the Loans made by such Lender Borrower shall be evidenced by execute and deliver a single promissory note Note of the Borrower in substantially the form of Exhibit A, dated, in the case of (i) any Lender party hereto as of the date of this Agreement, as of the Effective Date, and date of this Agreement or (ii) any other LenderLender that becomes a party hereto pursuant to an Assignment and Assumption, as of the effective date such Lender becomes a party heretoof the Assignment and Assumption, payable to such Lender or its registered assigns in a principal amount equal to its Maximum Credit Amount as in effect on such date, and otherwise duly completed. In Upon request from a Lender, in the event that any such Lender’s Maximum Credit Amount increases or decreases for any reason (whether pursuant to Section 2.06, Section 2.09, Section 12.04(b) or otherwise), the Borrower shall deliver or cause to be delivered, to the extent such Lender is then holding a Note and upon the written request of such Lender, delivered on the effective date of such increase or decrease, a new Note payable to such Lender or its registered assigns in a principal amount equal to its Maximum Credit Amount after giving effect to such increase or decrease, and otherwise duly completed. Upon receipt of such replacement Note, such Lender shall return the replaced Note to the Borrower. The date, amount, Type, interest rate and, if applicable, Interest Period of each Loan made by each Lender, and all payments made on account of the principal thereof, shall may be recorded by such Lender on its books for its Note, and, prior to any transfer, may be endorsed recorded by such Lender on a schedule attached to such Note or any continuation thereof or on any separate record maintained by such Lender. Failure ; provided that the failure to make any such notation or to attach a schedule shall not affect any Lender’s or the Borrower’s rights or obligations in respect of such Loans or affect the validity of such transfer by any Lender of its Note.

Appears in 2 contracts

Sources: Senior Secured Revolving Credit Agreement (Goodrich Petroleum Corp), Senior Secured Revolving Credit Agreement (Goodrich Petroleum Corp)

Notes. If requested by a Lender, the The Loans made by each Lender, if requested by such Lender Lender, shall be evidenced by a single promissory note of the Borrower in substantially the form of Exhibit A, dated, in the case of (i) any Lender party hereto as of the date of this Agreement, as of the Effective Datedate of this Agreement, and or (ii) any other LenderLender that becomes a party hereto pursuant to an Assignment and Assumption or in an amendment entered into in connection with an increase of the total Commitments pursuant to Section 2.08, as of the effective date such Lender becomes a party heretoof the Assignment and Assumption or amendment, payable to such Lender in a principal amount equal to its Maximum Credit Amount as in effect on such dateCommitment, and otherwise duly completed. In the event that any Lender’s Maximum Credit Amount Commitment increases or decreases for any reason (whether pursuant to Section 2.06, Section 2.092.08, Section 12.04(b) or otherwise), if requested by such Lender, the Borrower shall deliver or cause to be delivered, to the extent such Lender is then holding a Note and upon the written request of such Lender, delivered on the effective date of such increase or decrease, a new Note payable to such Lender in a principal amount equal to its Maximum Credit Amount Commitment, as applicable, after giving effect to such increase or decrease, and otherwise duly completed. Upon receipt of such replacement Note, such Lender shall return the replaced Note to the Borrower. The date, amount, Type, interest rate and, if applicable, Interest Period of each 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 applicable Note, and, prior to any transfer, may be endorsed by such Lender on a schedule attached to such Note or any continuation thereof or on any separate record maintained by such Lender. Failure to make any such notation or to attach a schedule shall not affect any Lender’s or the Borrower’s rights or obligations in respect of such Loans or affect the validity of such transfer by any Lender of its Note.

Appears in 2 contracts

Sources: Revolving Credit Agreement, Revolving Credit Agreement (Southcross Energy Partners, L.P.)

Notes. If requested by a Lender, the (a) The Syndicated Loans made by such Lender of each Bank shall be evidenced by a single promissory note Syndicated Loan Note payable to the order of such Bank for the account of its Lending Office in an amount equal to the original principal amount of such Bank's Commitment. (b) The Money Market Loans made by any Bank to the Borrower shall be evidenced by a single Money Market Loan Note payable to the order of such Bank for the account of its Lending Office in an amount equal to 50% of the original principal amount of the aggregate Commitments. (c) Upon receipt of each Bank's Notes pursuant to Section 4.01, the Agent shall deliver such Notes to such Bank. Each Bank shall record, and prior to any transfer of its Notes shall endorse on the schedules forming a part thereof appropriate notations to evidence, the date, amount and maturity of, and effective interest rate for, each Loan made by it, the date and amount of each payment of principal made by the Borrower with respect thereto, and such schedules of each such Bank's Notes shall constitute rebuttable presumptive evidence of the respective principal amounts owing and unpaid on such Bank's Notes; provided that the failure of any Bank to make, or any error in making, any such recordation or endorsement shall not affect the obligation of the Borrower in substantially hereunder or under the form Notes or the ability of Exhibit Aany Bank to assign its Notes. Each Bank is hereby irrevocably authorized by the Borrower so to endorse its Notes and to attach to and make a part of any Note a continuation of any such schedule as and when required. (d) In the event of loss, datedtheft, destruction, total or partial obliteration, mutilation or inappropriate cancellation of a Note, the Borrower will execute and deliver, in the case of (i) any Lender party hereto lieu thereof, a replacement Note identical in form and substance to such Note and dated as of the date of this Agreement, as of the Effective Date, and (ii) any other Lender, as of the date such Lender becomes a party hereto, payable to such Lender in a principal amount equal to its Maximum Credit Amount as in effect on such date, and otherwise duly completed. In the event that any Lender’s Maximum Credit Amount increases or decreases for any reason (whether pursuant to Section 2.06, Section 2.09, Section 12.04(b) or otherwise), the Borrower shall deliver or cause to be delivered, to the extent such Lender is then holding a Note and upon the written request of such Lender, on the effective date of such increase or decrease, a new Note payable to such Lender in a principal amount equal to its Maximum Credit Amount after giving effect to such increase or decrease, and otherwise duly completed. Upon receipt of such replacement Note, such Lender shall return the replaced Note to the Borrower. The date, amount, Type, interest rate and, if applicable, Interest Period of each 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 Note, and, prior to any transfer, may be endorsed by such Lender on a schedule attached to such Note or any continuation thereof or on any separate record maintained by such Lender. Failure to make any such notation or to attach a schedule shall not affect any Lender’s or the Borrower’s rights or obligations in respect of such Loans or affect the validity of such transfer by any Lender of its Note.

Appears in 2 contracts

Sources: Credit Agreement (Gables Residential Trust), Credit Agreement (Gables Realty Limited Partnership)

Notes. If requested a Lender shall make a written request to the Administrative Agent and the Borrower to have its Loans evidenced by a Note, then, for each such Lender, the Loans made by such Lender Borrower shall be evidenced by execute and deliver a single promissory note Note of the Borrower in substantially the form of Exhibit A, dated, in the case of (i) any Lender party hereto as of the date of this Agreement, as of the Effective Date, and date of this Agreement or (ii) any other LenderLender that becomes a party hereto pursuant to an Assignment and Assumption or Section 2.11, as of the effective date such Lender becomes a party heretoof the Assignment and Assumption or the relevant Incremental Increase, payable to such Lender (and, for avoidance of doubt, its registered assigns) in a principal amount equal to its Maximum Credit Amount as in effect on such date, and otherwise duly completed. In Upon request from a Lender, in the event that any such Lender’s Maximum Credit Amount increases or decreases for any reason (whether pursuant to Section 2.06, Section 2.092.11, Section 12.04(b) or otherwise), the Borrower shall deliver or cause to be delivered, to the extent such Lender is then holding a Note and upon the written request of such Lender, delivered on the effective date of such increase or decrease, a new Note payable to such Lender (and, for avoidance of doubt, its registered assigns) in a principal amount equal to its Maximum Credit Amount after giving effect to such increase or decrease, and otherwise duly completed. Upon receipt of such replacement Note, such Lender shall return the replaced Note to the Borrower. The date, amount, Type, interest rate and, if applicable, Interest Period of each Loan made by each Lender, and all payments made on account of the principal thereof, shall may be recorded by such Lender on its books for its Note, and, prior to any transfer, may be endorsed by such Lender on a schedule attached to such Note or any continuation thereof or on any separate record maintained by such Lender. Failure ; provided that the failure to make any such notation or to attach a schedule shall not affect any Lender’s or the Borrower’s rights or obligations in respect of such Loans or affect the validity of such transfer by any Lender of its Note.

Appears in 2 contracts

Sources: Senior Secured Revolving Credit Agreement (Swift Energy Co), Senior Secured Revolving Credit Agreement (Swift Energy Co)

Notes. If requested by a Lender, the Any Lender may request that Loans made by such Lender shall it be evidenced by a single promissory note of note. In such event, the Borrower shall prepare, execute and deliver to such Lender a promissory note payable to such Lender in substantially the form of Exhibit A, dated, in the case of (i) any Lender party hereto as of the date of this Agreement, as of the Effective Date, date of this Agreement and (ii) any other LenderLender that becomes a party hereto pursuant to an Assignment and Assumption, as of the effective date such Lender becomes a party heretoof the Assignment and Assumption, payable to such Lender in a principal amount equal to its Maximum Credit Amount as in effect on such date, and otherwise duly completed. In the event that If any Lender’s Maximum Credit Amount increases or decreases is decreased for any reason (whether pursuant to Section 2.06, Section 2.09, Section 12.04(b) or otherwise), the Borrower shall upon request deliver or cause to be delivered, to the extent such Lender is then holding a Note and upon the written request of such Lender, delivered on the effective date of such increase or decrease, a new Note payable to such any Lender who requested a Note hereunder in a principal amount equal to its Maximum Credit Amount after giving effect to such increase or decrease, and otherwise duly completed. Upon receipt of such replacement Note, and such Lender shall agrees to promptly thereafter return the replaced previously issued Note to the Borrowerheld by such Lender marked canceled or otherwise similarly defaced. The date, amount, Type, interest rate and, if applicable, Interest Period of each Loan made by each LenderLender that receives a Note, 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, may be endorsed by such Lender on a schedule attached to such Note or any continuation thereof or on any separate record maintained by such Lender. Failure to make any such notation or to attach a schedule shall not affect any Lender’s or the Borrower’s rights or obligations in respect of such Loans or affect the validity of such transfer by any Lender of its Note.

Appears in 2 contracts

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

Notes. If requested by a Lender, the Loans made by such each Lender shall be evidenced by a single promissory note of the Borrower in substantially the form of Exhibit A, dated, in the case of (i) any Lender party hereto as of the date of this Agreement, as of the Effective Datedate of this Agreement, and (ii) any other LenderLender that becomes a party hereto pursuant to an Assignment and Assumption, as of the effective date such of the Assignment and Assumption or (iii) any Lender that becomes a party heretohereto in connection with an increase in the Aggregate Elected Commitment Amounts pursuant to Section 2.06(c), as of the effective date of such increase, payable to such Lender in a principal amount equal to its Maximum Credit Amount as in effect on such date, and otherwise duly completed. In the event that any Lender’s Maximum Credit Amount increases or decreases for any reason (whether pursuant to Section 2.06, Section 2.09, Section 12.04(b) or otherwise), the Borrower shall deliver or cause to be delivered, to the extent such Lender is then holding a Note and upon the written request of such LenderNote, on the effective date of such increase or decrease, a new Note payable to such Lender in a principal amount equal to its Maximum Credit Amount after giving effect to such increase or decrease, and otherwise duly completed. Upon receipt of such replacement Note, completed and such Lender shall promptly return the replaced Note to the BorrowerBorrower the previously issued Note held by such Lender. The date, amount, Type, interest rate and, if applicable, Interest Period of each 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 Note, and, prior to any transfer, may be endorsed by such Lender on a schedule attached to such Note or any continuation thereof or on any separate record maintained by such Lender. Failure to make any such notation or to attach a schedule shall not affect any Lender’s or the Borrower’s rights or obligations in respect of such Loans or affect the validity of such transfer by any Lender of its Note.

Appears in 2 contracts

Sources: Credit Agreement (Oasis Petroleum Inc.), Credit Agreement (Oasis Petroleum Inc.)

Notes. If requested by a Lender, the The Loans made by such each Lender shall be evidenced by a single promissory note of the Borrower in substantially the form of Exhibit A, dated, in the case of (ia) any Lender party hereto as of the date of this Agreement, as the date of the Effective Date, and this Agreement or (iib) any other LenderLender that becomes a party hereto pursuant to an Assignment and Assumption, as of the effective date such Lender becomes a party heretoof the Assignment and Assumption, payable to the order of such Lender in a principal amount equal to its Maximum Credit Amount Commitment as in effect on such date, and otherwise duly completed. In the event that any Lender’s Maximum Credit Amount increases or decreases for any reason (whether pursuant to Section 2.06, Section 2.09, Section 12.04(b) or otherwise), the Borrower shall deliver or cause to be delivered, to the extent such Lender is then holding a Note and upon the written request of such Lender, on the effective date of such increase or decrease, a new Note payable to such Lender in a principal amount equal to its Maximum Credit Amount after giving effect to such increase or decrease, and otherwise duly completed. Upon receipt of such replacement Note, such Lender shall return the replaced Note to the Borrower. The date, amount, Type, amount and interest rate and, if applicable, Interest Period of each 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 Note, and, prior to any transfer, may be endorsed by such Lender on a schedule attached to such Note or any continuation thereof or on any separate record maintained by such Lender. Failure to make any such notation or to attach a schedule shall not affect any Lender’s 's or the Borrower’s 's rights or obligations in respect of such Loans or affect the validity of such transfer by any Lender of its Note. In the event that any Lender's Loan increases or decreases for any reason (whether pursuant to Section 13.04(b) or otherwise), upon such Lender's request, 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 in a principal amount equal to its Loan after giving effect to such increase or decrease, and otherwise duly completed. The Administrative Agent shall cause each Lender to provide Borrower with written notice of any transfer.

Appears in 2 contracts

Sources: Credit Agreement (Dune Energy Inc), Credit Agreement (Dune Energy Inc)

Notes. If requested by a Lender, the Any Lender may request that Loans made by such Lender shall it be evidenced by a single promissory note of note. In such event, the Borrower shall execute and deliver to such Lender a promissory note payable to the order of such Lender in substantially the form of Exhibit A, dated, in the case of (i) any Lender party hereto as of the date of this Agreement, as of the Effective Datedate of this Agreement, and or (ii) any other LenderLender that becomes a party hereto pursuant to an Assignment and Assumption, as of the effective date such Lender becomes a party heretoof 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. In the event that If any Lender’s 's Maximum Credit Amount increases or decreases for any reason (whether pursuant to Section 2.06, Section 2.09, Section 12.04(b) or otherwise), the Borrower shall deliver or cause to be delivered, to the extent such Lender is then holding a Note and upon the written request of such Lender, delivered on the effective date of such increase or decrease, a new Note payable to such the order of any Lender who requested a Note hereunder in a principal amount equal to its Maximum Credit Amount after giving effect to such increase or decrease, and otherwise duly completed. Upon receipt of such replacement Note, and such Lender shall agrees to promptly thereafter return the replaced previously issued Note to the Borrowerheld by such Lender marked canceled or otherwise similarly defaced. The date, amount, Type, interest rate and, if applicable, Interest Period of each Loan made by each LenderLender that receives a Note, 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, may be endorsed by such Lender on a schedule attached to such Note or any continuation thereof or on any separate record maintained by such Lender. Failure to make any such notation or to attach a schedule shall not affect any Lender’s 's or the Borrower’s 's rights or obligations in respect of such Loans or affect the validity of such transfer by any Lender of its Note.

Appears in 2 contracts

Sources: Credit Agreement (Ellora Energy Inc), Credit Agreement (Ellora Energy Inc)

Notes. If requested by a Lender, the Loans Term Loan and Revolving Loans, as applicable, made by such Lender shall be evidenced by a single promissory note Term Loan Note or Revolving Credit Note, as applicable, of the Borrower in substantially the form of Exhibit AA and Exhibit B, respectively, in each case dated, in the case of (i) any Lender party hereto as of the date of this Agreement, as of the Effective Datedate of this Agreement, and or (ii) any other LenderLender that becomes a party hereto pursuant to an Assignment and Assumption, as of the effective date such Lender becomes a party heretoof the Assignment and Assumption, each payable to such Lender in a principal amount equal to its Term Loan Commitment (or, for any Term Loan Note issued followed the Effective Date, in an amount equal to the principal amount of the Term Loan held by such Term Lender) or its Maximum Revolving Credit Amount Amount, as applicable, as in effect on such date, and otherwise duly completed. In the event that any Revolving Credit Lender’s Maximum Revolving Credit Amount increases or decreases for any reason (whether pursuant to Section 2.06, Section 2.092.07, Section 12.04(b) or otherwise), the Borrower shall shall, upon request of such Lender, deliver or cause to be delivered, to the extent such Revolving Credit Lender is then holding a Note and upon the written request of such LenderRevolving Credit Note, on the effective date of such increase or decrease, a new Note Revolving Credit Note, payable to such Revolving Credit Lender in a principal amount equal to its Maximum Revolving Credit Amount after giving effect to such increase or decrease, and otherwise duly completed, whereupon such Lender will promptly return to the Borrower the Notes so replaced. Upon receipt In the event any Term Lender’s share of the outstanding Term Loans increases for any reason (whether pursuant to Section 12.04(b) or otherwise), the Borrower shall, upon request of such replacement Lender, deliver or cause to be delivered, to the extent such Term Lender is then holding a Term Loan Note, on the effective date of such increase, a new Term Loan Note payable to such Term Lender in a principal amount equal to its outstanding Term Loans as of such date, whereupon such Lender shall will promptly return the replaced Note to the BorrowerBorrower the Notes so replaced. The date, amount, Type, interest rate and, if applicable, Interest Period of each Term Loan and Revolving 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 Term Loan Note and Revolving Credit Note, and, prior to any transfer, may be endorsed by such Lender on a schedule attached to such Note or any continuation thereof or on any separate record maintained by such Lenderas applicable. Failure to make any such notation or to attach a schedule recordation shall not affect any Lender’s or the Borrower’s rights or obligations in respect of such Loans or affect the validity of such any transfer by any Lender of its Term Loan Note and/or Revolving Credit Note.

Appears in 2 contracts

Sources: Credit Agreement (Centennial Resource Development, Inc.), Credit Agreement (Centennial Resource Development, Inc.)

Notes. If requested by a Upon request of such Lender, the Loans made by such a Lender shall be evidenced by a single promissory note of the Borrower in substantially the form of Exhibit A, datedand, in the case of (i) any Lender party hereto as of the date of this Agreement, as of the Effective Date, and (ii) any other Lender, such Note shall be dated as of the date such of this Agreement, or (ii) in the case of any Lender that becomes a party heretohereto pursuant to an Assignment and Assumption, such Note shall be dated as of the effective date of the Assignment and Assumption, payable to such Lender in a principal amount equal to its Maximum Credit Amount as in effect on such date, and otherwise duly completed. In the event that any Lender’s Maximum Credit Amount increases or decreases for any reason (whether pursuant to Section 2.06, Section 2.09, Section 12.04(b) or otherwise), the Borrower shall shall, upon request of such Lender, deliver or cause to be delivered, to the extent such Lender is then holding a Note and upon the written request of such Lender, delivered on the effective date of such increase or decrease, a new Note payable to such Lender in a principal amount equal to its Maximum Credit Amount after giving effect to such increase or decrease, and otherwise duly completed. Upon receipt of such replacement Note, such Lender shall against return the replaced Note to the BorrowerBorrower of the Note so replaced. The date, amount, Type, interest rate and, if applicable, Interest Period of each 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 Note, and, prior to any transfer, may be endorsed by such Lender on a schedule attached to such Note or any continuation thereof or on any separate record maintained by such Lender. Failure to make any such notation or to attach a schedule shall not affect any Lender’s or the Borrower’s rights or obligations in respect of such Loans or affect the validity of such transfer by any Lender of its Note.

Appears in 2 contracts

Sources: Credit Agreement (Parsley Energy, Inc.), Credit Agreement (Parsley Energy, Inc.)

Notes. If requested by a Lender, the Any Lender may request that Loans made by such Lender shall it be evidenced by a single promissory note of note. In such event, the Borrower shall prepare, execute and deliver to such Lender a promissory note payable to the order of such Lender in substantially the form of Exhibit A, dated, in the case of (i) any Lender party hereto as of the date of this AgreementEffective Date, as of the Effective Date, and (ii) any other LenderLender that becomes a party hereto pursuant to an Assignment and Assumption, as of the effective date such Lender becomes a party heretoof 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. In the event that If any Lender’s Maximum Credit Amount increases or decreases for any reason (whether pursuant to Section ‎Section 2.06, Section 2.09, Section ‎Section 12.04(b) or otherwise), the Borrower shall deliver or cause to be delivered, to the extent such Lender is then holding a Note and upon the written request of such Lender, delivered on the effective date of such increase or decrease, a new Note payable to such the order of any Lender who requested a Note hereunder in a principal amount equal to its Maximum Credit Amount after giving effect to such increase or decrease, and otherwise duly completed. Upon receipt of such replacement Note, and such Lender shall agrees to promptly thereafter return the replaced previously issued Note to the Borrowerheld by such Lender marked canceled or otherwise similarly defaced. The date, amount, Type, interest rate and, if applicable, Interest Period of each Loan made by each LenderLender that receives a Note, 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, may be endorsed by such Lender on a schedule attached to such Note or any continuation thereof or on any separate record maintained by such Lender. Failure to make any such notation or to attach a schedule shall not affect any Lender’s or the Borrower’s rights or obligations in respect of such Loans or affect the validity of such transfer by any Lender of its Note.

Appears in 2 contracts

Sources: Credit Agreement (Magnum Hunter Resources Corp), Credit Agreement (Magnum Hunter Resources Corp)

Notes. If requested a Lender shall make a written request to the Administrative Agent and the Borrower to have its Loans evidenced by a Note, then, for each such Lender, the Loans made by such Lender Borrower shall be evidenced by execute and deliver a single promissory note Note of the Borrower in substantially the form of Exhibit A, dated, in the case of (i) any Lender party hereto as of the date of this Agreement, as of the Effective Datedate of this Agreement, and (ii) any other LenderLender that becomes a party hereto pursuant to an Assignment and Assumption, as of the effective date such of the Assignment and Assumption or (iii) any Additional Lender that becomes a party heretohereto in connection with an increase in the Aggregate Elected Commitment Amount pursuant to Section 2.06(c), as of the effective date of such increase, as applicable, payable to such Lender (and, for avoidance of doubt, its registered assigns) in a principal amount equal to its Maximum Credit Amount as in effect on such date, and otherwise duly completed. In Upon request from a Lender, in the event that any such Lender’s Maximum Credit Amount increases or decreases for any reason (whether pursuant to Section 2.06, Section 2.09, Section 12.04(b) or otherwise), the Borrower shall deliver or cause to be delivered, to the extent such Lender is then holding a Note and upon the written request of such Lender, delivered on the effective date of such increase or decrease, a new Note payable to such Lender (and, for avoidance of doubt, its registered assigns) in a principal amount equal to its Maximum Credit Amount after giving effect to such increase or decrease, and otherwise duly completed. Upon receipt of such replacement Note, such Lender shall return the replaced Note to the Borrower. The date, amount, Type, interest rate and, if applicable, Interest Period of each Loan made by each Lender, and all payments made on account of the principal thereof, shall may be recorded by such Lender on its books for its Note, and, prior to any transfer, may be endorsed by such Lender on a schedule attached to such Note or any continuation thereof or on any separate record maintained by such Lender. Failure ; provided that the failure to make any such notation or to attach a schedule shall not affect any Lender’s or the Borrower’s rights or obligations in respect of such Loans or affect the validity of such transfer by any Lender of its Note.

Appears in 2 contracts

Sources: Senior Secured Revolving Credit Agreement (Silverbow Resources, Inc.), Senior Secured Revolving Credit Agreement (Silverbow Resources, Inc.)

Notes. If requested by a Upon the request of any applicable Lender, (a) the Revolver Loans made by such each Revolver Lender shall be evidenced by a single promissory note of the Borrower in substantially the form of Exhibit A, dated, in the case Revolver Note dated as of (i) any Lender party hereto as of the date of this Agreement, as of the Effective Date, and Closing Date or (ii) any other Lender, as the effective date of the date such Lender becomes a party heretoan Assignment and Assumption, payable to the order of such Revolver Lender in a principal amount equal to its Maximum Credit Revolver Amount as originally in effect on such date, and otherwise duly completed. In completed and such substitute Notes as required by Section 12.06; (b) the event that any Lender’s Maximum Credit Amount increases Term Loan made by each Term Loan Lender shall be evidenced by a Term Loan Note dated as of (i) the Closing Date or decreases for any reason (whether pursuant to Section 2.06, Section 2.09, Section 12.04(bii) or otherwise), the Borrower shall deliver or cause to be delivered, to the extent such Lender is then holding a Note and upon the written request of such Lender, on the effective date of such increase or decreasean Assignment and Assumption, a new Note payable to the order of such Term Loan Lender in a principal amount equal to its Maximum Credit Term Loan Amount after giving as originally in effect to such increase or decrease, and otherwise duly completed. Upon receipt of completed and such replacement Note, such substitute Term Loan Notes as required by Section 12.06; and (c) the Swingline Loan made by the Swingline Lender shall return the replaced be evidenced by a Swingline Note in a principal amount equal to the Borrowerits Swingline Commitment as originally in effect and otherwise duly completed and such substitute Notes as required by Section 12.06. The date, amount, Type, interest rate and, if applicable, and Interest Period of each 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 Note, and, prior to any transfer, transfer may be endorsed by such Lender on a the schedule attached to such Note or any continuation thereof or on any separate record maintained by such Lender. Failure to make any such notation or to attach a schedule shall not affect any Lender’s or the Borrower’s rights or obligations in respect of such Loans or affect the validity of such transfer by any Lender of its Note.

Appears in 2 contracts

Sources: Revolving Credit and Term Loan Agreement (Atlas Pipeline Holdings, L.P.), Revolving Credit and Term Loan Agreement (Atlas Pipeline Partners Lp)

Notes. If requested by a Lender, the The Loans made by such each Lender shall be evidenced by a single promissory note of the Borrower upon request by such Lender in substantially the form of Exhibit A, dated, in the case of (i) any Lender party hereto as of the date of this Agreement, as of the Effective Date, and or (ii) any other LenderLender that becomes a party hereto pursuant to an Assignment and Acceptance, as of the effective date such Lender becomes a party heretoof the Assignment and Acceptance, payable to such Lender or its registered assigns in a principal amount equal to its Maximum Credit Amount as in effect on such date, and otherwise duly completed. In the event that any Lender’s Maximum Credit Amount increases or decreases for any reason (whether pursuant to Section 2.062.6, Section 2.09, Section 12.04(b) 12.5 or otherwise), the Borrower shall deliver or cause to be delivered, to the extent such Lender is then holding a Note and upon the written request of such Lender, delivered on the effective date of such increase or decrease, a new Note payable to such Lender in a principal amount equal to its Maximum Credit Amount after giving effect to such increase or decrease, and otherwise duly completed. Upon receipt of such replacement Note, such Lender shall return the replaced Note to the Borrower. The date, amount, Type, interest rate and, if applicable, Interest Period of each 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 Note, and, prior to any transfer, may be endorsed by such Lender on a schedule attached to such Note or any continuation thereof or on any separate record maintained by such Lender. Failure to make any such notation or to attach a schedule shall not affect any Lender’s or the Borrower’s rights or obligations in respect of such Loans Loans. Upon surrender of any Note at the principal office of the Administrative Agent for registration of transfer or affect exchange (and in the validity case of a surrender for registration of transfer, duly endorsed or accompanied by a written instrument of transfer duly executed by the registered holder or its attorney duly authorized in writing and accompanied by the address for notices of each transferee of such transfer Note or part thereof), and an assignment agreement in form and substance acceptable to the Administrative Agent whereby the assignee holder agrees to be bound by any Lender of its Notethe terms hereof that are applicable to holders, shall execute and deliver, at the Borrower’s expense, a new Note in exchange therefor.

Appears in 2 contracts

Sources: Credit Agreement (Resaca Exploitation, Inc.), Credit Agreement (Resaca Exploitation, Inc.)

Notes. If requested by a Lender, the Any Lender may request that Loans made by such Lender shall it be evidenced by a single promissory note of Note. In such event, the Borrower in substantially the form of Exhibit Ashall prepare, execute and deliver to such Lender a Note, dated, in the case of (i) any Lender party hereto as of the date of this Agreement, as of the Effective Datedate of this Agreement, and or (ii) any other LenderLender that becomes a party hereto pursuant to an Assignment and Assumption, as of the effective date such Lender becomes a party heretoof the Assignment and Assumption, payable to such Lender in a principal amount equal to its Maximum Credit Amount as in effect on such date, and otherwise duly completed. In the event that any Lender’s Maximum Credit Amount increases or decreases for any reason (whether pursuant to Section 2.06, Section 2.09, Section 12.04(b) or otherwise), and the Borrower had previously delivered such Lender one or more Notes, such Lender may request a new Note, and in such event the Borrower shall deliver or cause to be delivered, to the extent such Lender is then holding a Note and upon the written request of such Lender, delivered on the effective date of such increase or decrease, a new Note payable to such Lender in a principal amount equal to its Maximum Credit Amount after giving effect to such increase or decrease, and otherwise duly completed. Upon receipt , against return of such replacement Note, such Lender shall return the replaced Note to the BorrowerNote(s) so replaced. The date, amount, Type, interest rate and, if applicable, Interest Period of each Loan made (or deemed to be 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 Note, and, prior to any transfer, may be endorsed by such Lender on a schedule attached to such Note or any continuation thereof or on any separate record maintained by such Lender. Failure to make any such notation or to attach a schedule shall not affect any Lender’s or the Borrower’s rights or obligations in respect of such Loans or affect the validity of such transfer by any Lender of its Note.

Appears in 2 contracts

Sources: Master Assignment, Agreement and Amendment No. 9 to Credit Agreement (Jones Energy, Inc.), Credit Agreement (Jones Energy, Inc.)

Notes. If requested by a Upon request of any Lender, the Loans made by such Lender shall be evidenced by a single promissory note of the Borrower in substantially the form of Exhibit ANote, datedand, (i) in the case of (i) any Lender party hereto as of the date of this Agreement, as of the Effective Date, and (ii) any other Lender, such Note shall be dated as of the date such of this Agreement, (ii) in the case of any Additional Lender that becomes a party heretohereto in connection with an increase in the Elected Commitments pursuant to Section 2.07(f), such Note shall be dated as of the Increase Effective Date or (iii) in the case of any Lender that becomes a party hereto pursuant to an Assignment and Assumption, such Note shall be dated as of the effective date of the Assignment and Assumption, in each case, payable to such Lender or it registered assigns in a principal amount equal to its Maximum Credit Amount as in effect on such date, and otherwise duly completed. In the event that any Lender’s Maximum Credit Amount increases or decreases for any reason (whether pursuant to Section 2.06, Section 2.0912.04(b), Section 12.04(b) or otherwise), the Borrower shall shall, upon request of such Lender, deliver or cause to be delivered, to the extent such Lender is then holding a Note and upon the written request of such Lender, delivered on the effective date of such increase or decrease, a new Note payable to such Lender in a principal amount equal to its Maximum Credit Amount after giving effect to such increase or decrease, and otherwise duly completed. Upon receipt of such replacement Note, such Lender shall against the return the replaced Note to the BorrowerBorrower of the Note so replaced. The date, amount, Type, interest rate and, if applicable, Interest Period of each 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 Note, and, prior to any transfer, may be endorsed recorded by such Lender on a schedule attached to such Note or any continuation thereof or on any separate record maintained by such Lender. Failure to make any such notation or to attach a schedule shall not affect any Lender’s or the Borrower’s rights or obligations in respect of such Loans or affect the validity of such transfer by any Lender of its Note.

Appears in 2 contracts

Sources: Credit Agreement (Fortis Minerals, LLC), Credit Agreement (Fortis Minerals, Inc.)

Notes. If requested by a Lender, the (a) The Syndicated Loans made by such Lender each Bank shall be evidenced by a single promissory note (a "Syndicated Note") of the Borrower Company substantially in substantially the form of Exhibit AA-1 hereto, dated, in the case of (i) any Lender party hereto as of the date of this Agreement, as of dated the Effective Date, and (ii) any other Lender, as of the date such Lender becomes a party hereto, payable to such Lender Bank in a principal amount equal to the amount of its Maximum Credit Amount Commitment as originally in effect on such date, and otherwise duly completed. In the event that any Lender’s Maximum Credit Amount increases or decreases for any reason (whether pursuant to Section 2.06, Section 2.09, Section 12.04(b) or otherwise), the Borrower shall deliver or cause to be delivered, to the extent such Lender is then holding a Note and upon the written request of such Lender, on the effective date of such increase or decrease, a new Note payable to such Lender in a principal amount equal to its Maximum Credit Amount after giving effect to such increase or decrease, and otherwise duly completed. Upon receipt of such replacement Note, such Lender shall return the replaced Note to the Borrower. The date, amount, Typetype, interest rate and, if applicable, Interest Period and maturity date of each Syndicated Loan made by each LenderBank to the Company, and all payments each payment made on account of the principal thereof, shall be recorded by such Lender Bank on its books for its Note, and, prior to any transfertransfer of such Note held by it, may be endorsed by such Lender Bank on a the schedule attached to such Note or any continuation thereof or on thereof. The failure of any separate record maintained by such Lender. Failure Bank to make any such notation or to attach entry or any error in such a schedule notation or entry shall not not, however, limit or otherwise affect any Lender’s obligation of the Company under this Agreement or the Borrower’s rights or obligations Notes. (b) The Money Market Loans made by any Bank shall be evidenced by a single promissory note (a "Money Market Note") of the Company substantially in respect the form of Exhibit A-2 hereto, dated the date of the delivery of such Loans or affect Note to Chase under this Agreement, payable to such Bank and otherwise duly completed. The date, amount, interest rate and maturity date of each Money Market Loan made by each Bank to the validity Company, and each payment made on account of the principal thereof, shall be recorded by such Bank on its books and, prior to any transfer of such Note held by it, endorsed by such Bank on the schedule attached to such Note or any continuation thereof. The failure of any Bank to make any notation or entry or any error in such a notation or entry shall not, however, limit or otherwise affect any obligation of the Company under this Agreement or the Notes. (c) The Loans made by the Swingline Bank shall be evidenced by a single promissory note (a "Swingline Note") of the Company substantially in the form of Exhibit A-3 hereto, dated the Effective Date, payable to the Swingline Bank in a principal amount equal to the amount of the Swingline Commitment as originally in effect and otherwise duly completed. The date, amount, type, interest rate and maturity date of each Swingline Loan made by the Swingline Bank to the Company, and each payment made on account of the principal thereof, shall be recorded by the Swingline Bank on its books and, prior to any transfer of such Note held by it, endorsed by the Swingline Bank on the schedule attached to such Note or any Lender continuation thereof. The failure of its Notethe Swingline Bank to make any notation or entry or any error in such a notation or entry shall not, however, limit or otherwise affect any obligation of the Company under this Agreement or the Notes.

Appears in 2 contracts

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

Notes. If requested by a Lender, the (a) The Facility A Loans made by such each Lender shall be evidenced by a single promissory note of the Borrower in substantially the form of Exhibit AA-1 hereto, dated, in the case of dated (i) any Lender party hereto as of the date of this Agreement, as of the Effective Date, and Closing Date or (ii) any other Lender, as the effective date of the date such Lender becomes a party heretoan Assignment pursuant to Section 12.06(b), payable to the order of such Lender in a principal amount equal to its Maximum Credit Amount Percentage Share of the Aggregate Facility A Commitments as in effect on such date, the date of issue and otherwise duly completed. In the event that any Lender’s Maximum Credit Amount increases or decreases for any reason completed and such substitute Notes as required by Section 12.06(b). (whether pursuant to Section 2.06, Section 2.09, Section 12.04(bb) or otherwise), The Facility B Loans made by First Union shall be evidenced by a single promissory note of the Borrower shall deliver or cause to be delivered, in substantially the form of Exhibit A-2 hereto dated the Closing Date payable to the extent such order of First Union. (c) The Facility C Loans made by each Lender is then holding shall be evidenced by a Note and upon single promissory note of the written request Borrower in substantially the form of such Lender, on Exhibit A-3 hereto dated (i) the Closing Date or (ii) the effective date of such increase or decreasean Assignment pursuant to Section 12.06(b), a new Note payable to the order of such Lender in a principal amount equal to its Maximum Credit Amount after giving Percentage Share of the Aggregate Facility C Commitments as in effect to such increase or decrease, on the date of issue and otherwise duly completed. Upon receipt of such replacement Note, such Lender shall return the replaced Note to the Borrower. . (d) The date, amount, Type, interest rate and, if applicable, and Interest Period of each 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 NoteNotes, and, prior to any transfer, may be endorsed by such Lender on a schedule schedules attached to such Note Notes or any continuation thereof or on any separate record maintained by such Lender. Failure to make any such notation or to attach a schedule shall not affect any Lender’s 's or the Borrower’s 's rights or obligations in respect of such Loans or affect the validity of such transfer by any Lender of its NoteNotes.

Appears in 2 contracts

Sources: Credit Agreement (Kinder Morgan Energy Partners Lp), Credit Agreement (Kinder Morgan Inc)

Notes. If requested by a Lender, the The Loans made by such each Lender shall be evidenced by a single promissory note of the Borrower in substantially the form of Exhibit A, dated, in the case of (i) any Lender party hereto as of the date of this Agreement, as of the Effective Datedate of this Agreement, and (ii) any other LenderLender that becomes a party hereto pursuant to an Assignment and Assumption, as of the effective date such of the assignment and assumption, or (iii) any Lender that becomes a party heretohereto in connection with an increase in the Aggregate Commitment pursuant to Section 2.06(c), as of the effective date of such increase, payable to the order of such Lender in a principal amount equal to its Maximum Credit Amount Commitment as in effect on such date, and otherwise duly completed. In the event that any Lender’s Maximum Credit Amount Commitment increases or decreases for any reason (whether pursuant to Section 2.06, Section 2.09, Section 12.04(b) or otherwise), the Borrower shall deliver or cause to be delivered, to the extent such Lender is then holding a Note and upon the written request of such Lender, delivered on the effective date of such increase or decrease, a new Note payable to the order of such Lender in a principal amount equal to its Maximum Credit Amount Commitment after giving effect to such increase or decrease, and otherwise duly completed. Upon receipt of such replacement Note, such Lender shall return the replaced Note to the Borrower. The date, amount, Type, interest rate and, if applicable, Interest Period of each 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 Note, and, prior to any transfer, may be endorsed by such Lender on a schedule attached to such Note or any continuation thereof or on any separate record maintained by such Lender. Failure to make any such notation or to attach a schedule shall not affect any Lender’s or the Borrower’s rights or obligations in respect of such Loans or affect the validity of such transfer by any Lender of its Note.

Appears in 2 contracts

Sources: Credit Agreement (St Mary Land & Exploration Co), Credit Agreement (St Mary Land & Exploration Co)

Notes. If requested a Lender shall make a written request to the Administrative Agent and the Borrower to have its Loans evidenced by a Note (provided that there shall be separate Notes for Term Loans and Revolving Loans), then, for each such Lender, the Loans made by such Lender Borrower shall be evidenced by execute and deliver a single promissory note Note of the Borrower in substantially the form of Exhibit A, dated, in the case of (i) any Lender party hereto as of the date of this Agreement, as of the Effective Date, and Closing Date or (ii) any other LenderLender that becomes a party hereto pursuant to an Assignment and Assumption, as of the effective date such Lender becomes a party heretoof the Assignment and Assumption, payable to such Lender (and, for avoidance of doubt, its registered assigns) in a principal amount equal to its Maximum Credit Revolving Amount or Maximum Term Amount, as applicable, as in effect on such date, and otherwise duly completed. In Upon request from a Lender, in the event that any such Lender’s applicable Maximum Credit Amount increases or decreases for any reason (whether pursuant to Section 2.06, Section 2.09, Section 12.04(b) or otherwise), the Borrower shall deliver or cause to be delivered, to the extent such Lender is then holding a Note and upon the written request of such Lender, delivered on the effective date of such increase or decrease, a new Note payable to such Lender (and, for avoidance of doubt, its registered assigns) in a principal amount equal to its Maximum Credit Revolving Amount or Maximum Term Amount, as applicable, after giving effect to such increase or decrease, and otherwise duly completed. Upon receipt of such replacement Note, such Lender shall return the replaced Note to the Borrower. The date, amount, Type, interest rate and, if applicable, Interest Period of each Loan made by each Lender, and all payments made on account of the principal thereof, shall may be recorded by such Lender on its books for its Note, and, prior to any transfer, may be endorsed recorded by such Lender on a schedule attached to such Note or any continuation thereof or on any separate record maintained by such Lender. Failure ; provided that the failure to make any such notation or to attach a schedule shall not affect any Lender’s or the Borrower’s rights or obligations in respect of such Loans or affect the validity of such transfer by any Lender of its Note.

Appears in 1 contract

Sources: Credit Agreement (Diversified Energy Co PLC)

Notes. If requested by a Upon request of such Lender, the Loans made by such a Lender shall be evidenced by a single promissory note of the Borrower in substantially the form of Exhibit A, datedand, in the case of (i) any Lender party hereto as of the date of this Agreement, as of the Effective Date, and (ii) any other Lender, such Note shall be dated as of the date such of this Agreement, or in the case of any Lender that becomes a party heretohereto pursuant to an Assignment and Assumption, such Note shall be dated 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. In the event that any Lender’s Maximum Credit Amount increases or decreases for any reason (whether pursuant to Section 2.06, Section 2.09, Section 12.04(b) or otherwise), the Borrower shall shall, upon request of such Lender, deliver or cause to be delivered, to the extent such Lender is then holding a Note and upon the written request of such Lender, delivered on the effective date of such increase or decrease, a new Note payable to the order of such Lender in a principal amount equal to its Maximum Credit Amount after giving effect to such increase or decrease, and otherwise duly completed. Upon receipt of such replacement Note, such Lender shall against return the replaced Note to the BorrowerBorrower of the Note so replaced. The date, amount, Type, interest rate and, if applicable, Interest Period of each 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 Note, and, prior to any transfer, may be endorsed by such Lender on a schedule attached to such Note or any continuation thereof or on any separate record maintained by such Lender. Failure to make any such notation or to attach a schedule shall not affect any Lender’s or the Borrower’s rights or obligations in respect of such Loans or affect the validity of such transfer by any Lender of its Note.

Appears in 1 contract

Sources: Credit Agreement (Rice Energy Inc.)

Notes. If requested by Upon the request of a Lender, the Loans made by such Lender shall be evidenced by a single promissory note of the Borrower in substantially the form of Exhibit A, dated, dated (i) as of the date of this Agreement in the case of (i) any Lender party hereto as of the date of this Agreement, (ii) as of the Effective Date, effective date of the Assignment and Assumption in the case of any Lender that becomes a party hereto pursuant to an Assignment and Assumption and (iiiii) any other Lender, as of the effective date such of the Additional Lender becomes a party heretoAgreement in the case of any Additional Lender Agreement, in each case payable to such Lender in a principal principle amount equal to its Maximum Credit Amount as in effect on such date, and otherwise duly completed. In the event that any Lender’s Maximum Credit Amount increases or decreases for any reason (whether pursuant to Section 2.06, Section 2.09, Section 12.04(b) or otherwise), the Borrower shall shall, upon the request of such Lender, deliver or cause to be delivered, to the extent such Lender is then holding a Note and upon the written request of such Lender, delivered on the effective date of such increase or decrease, a new Note payable to such Lender in a principal principle amount equal to its Maximum Credit Amount after giving effect to such increase or decrease, and otherwise duly completed. Upon receipt of such replacement Note, and such Lender shall promptly return the replaced Note to the BorrowerBorrower the previously issued Note held by such Lender. The date, amount, Type, interest rate and, if applicable, Interest Period of each Loan made by each Lender, and all payments made on account of the principal principle thereof, shall be recorded by such Lender on its books for its Note, and, prior to any transfer, may be endorsed by such Lender on a schedule attached to such Note or any continuation thereof or on any separate record maintained by such Lender. Failure to make any such notation or to attach a schedule shall not affect any Lender’s or the Borrower’s rights or obligations in respect of such Loans or affect the validity of such transfer by any Lender of its Note.

Appears in 1 contract

Sources: Credit Agreement (Linn Energy, LLC)

Notes. If requested by a Lender, the (a) The Revolving Credit Loans made by such Lender of each Revolving Credit Bank shall be evidenced by a single promissory note of Revolving Credit Note made by the Borrower in substantially the form of Exhibit A, dated, in the case of (i) any Lender party hereto as of the date of this Agreement, as of the Effective Date, and (ii) any other Lender, as of the date such Lender becomes a party hereto, payable to the order of such Lender Bank for the account of its Lending Office in a principal an amount equal to the original principal amount of such Bank’s Revolving Credit Commitment. The Dollar Term Loan of each Term Loan Bank shall be evidenced by a single Dollar Term Note made by the Borrower payable to the order of such Bank for the account of its Maximum Credit Amount as Lending Office in effect on an amount equal to the original principal amount of such date, and otherwise duly completedBank’s Dollar Term Loan Amount. In The Euro Term Loan of each Term Loan Bank shall be evidenced by a single Euro Term Note made by the event that any LenderBorrower payable to the order of such Bank for the account of its Lending Office in an amount equal to the original principal amount of such Bank’s Maximum Credit Amount increases or decreases for any reason Euro Term Loan Amount. The Swing Loans shall be evidenced by a single Swing Loan Note payable to the order of the Administrative Agent in the original principal amount of the Swing Loan Commitment. (whether b) Upon receipt of each Bank’s Notes pursuant to Section 2.06, Section 2.09, Section 12.04(b) or otherwise)3.01, the Borrower Administrative Agent shall deliver or cause such Notes to be deliveredsuch Bank. Each Bank shall record, and prior to the extent such Lender is then holding a any transfer of its Note and upon the written request of such Lender, shall endorse on the effective date of such increase or decrease, schedule forming a new Note payable part thereof appropriate notations to such Lender in a principal amount equal to its Maximum Credit Amount after giving effect to such increase or decrease, and otherwise duly completed. Upon receipt of such replacement Note, such Lender shall return evidence the replaced Note to the Borrower. The date, amount, Type, interest rate and, if applicable, Interest Period amount and maturity of each Loan made by it, the date and amount of each Lenderpayment of principal made by the Borrower with respect thereto and whether such Loan is a Base Rate Loan or Eurocurrency Loan, and all payments made on account such schedule shall constitute rebuttable presumptive evidence of the principal thereof, shall be recorded by amount owing and unpaid on such Lender on its books for its Bank’s Note, and, prior to ; provided that the failure of any transfer, may be endorsed by such Lender on a schedule attached to such Note or any continuation thereof or on any separate record maintained by such Lender. Failure Bank to make any such notation recordation or to attach a schedule endorsement shall not affect any Lender’s the obligation of the Borrower hereunder or under the Borrower’s rights or obligations in respect of such Loans or affect Notes. Each Bank is hereby irrevocably authorized by the validity of such transfer by any Lender Borrower so to endorse its Note and to attach to and make a part of its NoteNote a continuation of any such schedule as and when required.

Appears in 1 contract

Sources: Credit Agreement (Mohawk Industries Inc)

Notes. If requested (a) The Revolving Loans made by each Lender shall be evidenced by a revolving note duly executed on behalf of the Borrowers, dated the Closing Date, in substantially the form attached hereto as EXHIBIT B-1, payable to the order of each such Lender in an aggregate principal amount equal to such Lender's Commitment. (b) The Swingline Loans made by the Swingline Lender shall be evidenced by a swingline note duly executed on behalf of the Borrowers, dated the Closing Date, in substantially the form attached hereto as EXHIBIT B-2 payable to the order of the Swingline Lender in an aggregate principal amount equal to $9,500,000. (c) Each Note shall bear interest from the date thereof on the outstanding principal balance thereof as set forth in this Article II. Each Lender is hereby authorized by the Borrowers to endorse on a schedule attached to each Note delivered to such Lender (or on a continuation of such 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 make such a notation or any error therein shall not affect the obligation of the Borrowers to repay the Loans made by such Lender shall be evidenced by a single promissory note of in accordance with the Borrower in substantially the form of Exhibit A, dated, in the case of (i) any Lender party hereto as of the date terms of this Agreement, Agreement and the applicable Notes. (d) Upon receipt of an affidavit of a Lender as of the Effective Date, and (ii) any other Lender, as of the date such Lender becomes a party hereto, payable to such Lender in a principal amount equal to its Maximum Credit Amount as in effect on such date, and otherwise duly completed. In the event that any Lender’s Maximum Credit Amount increases or decreases for any reason (whether pursuant to Section 2.06, Section 2.09, Section 12.04(b) or otherwise), the Borrower shall deliver or cause to be delivered, to the extent loss, theft, destruction or mutilation of such Lender is then holding a Lender's Note and upon cancellation of such Note, the written request Borrowers will issue, in lieu thereof, a replacement Note in favor of such Lender, on in the effective date of such increase or decrease, a new Note payable to such Lender in a same principal amount equal to its Maximum Credit Amount after giving effect to such increase or decrease, thereof and otherwise duly completed. Upon receipt of such replacement Note, such Lender shall return the replaced Note to the Borrower. The date, amount, Type, interest rate and, if applicable, Interest Period of each 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 Note, and, prior to any transfer, may be endorsed by such Lender on a schedule attached to such Note or any continuation thereof or on any separate record maintained by such Lender. Failure to make any such notation or to attach a schedule shall not affect any Lender’s or the Borrower’s rights or obligations in respect of such Loans or affect the validity of such transfer by any Lender of its Notelike tenor.

Appears in 1 contract

Sources: Credit Agreement (Marsh Supermarkets Inc)

Notes. If requested by a Lender, the The Revolving Credit Loans made by such each Lender shall be evidenced by a single promissory note of executed and delivered by the Borrower at the request of such Lender, substantially in substantially the form of Exhibit AB-1, datedwith appropriate insertions as to payee, in the case of date and principal amount (i) any Lender party hereto as of the date of this Agreement, as of the Effective Date, and (ii) any other Lender, as of the date such Lender becomes a party hereto"Revolving Credit Note"), payable to the order of such Lender and in a principal amount equal to its Maximum the lesser of (i) the amount of the Commitment of such Lender and (ii) the aggregate unpaid principal amount of all Revolving Credit Amount as in effect on Loans made by such date, Lender. The Competitive Loans made by each Lender shall be evidenced by a promissory note executed and otherwise duly completed. In the event that any Lender’s Maximum Credit Amount increases or decreases for any reason (whether pursuant to Section 2.06, Section 2.09, Section 12.04(b) or otherwise), delivered by the Borrower shall deliver or cause to be delivered, to at the extent such Lender is then holding a Note and upon the written request of such Lender, on substantially in the effective form of Exhibit B-2, with appropriate insertions as to payee and date (a "Competitive Loan Note"), payable to the order of such increase or decreaseLender. Each Lender is hereby authorized to record, a new Note payable to such Lender in a principal amount equal to its Maximum Credit Amount after giving effect to such increase or decreaseas applicable, and otherwise duly completed. Upon receipt of such replacement Note, such Lender shall return the replaced Note to the Borrower. The date, amount, Type, interest rate and, if applicable, Interest Period Type and amount of each Revolving Credit Loan or Competitive Loan made by each such Lender, each continuation thereof, each conversion of all or a portion thereof to another Type, the date and all payments made amount of each payment or prepayment of principal thereof and, in the case of Fixed Rate Loans and Eurodollar Loans, the length of each Interest Period with respect thereto and, in the case of Money Market Loans, the Money Market Loan Maturity Date with respect thereto, on account the schedule annexed to and constituting a part of its Revolving Credit Note or Competitive Loan Note, as the case may be, and any such recordation shall constitute prima facie evidence of the principal thereof, shall be recorded accuracy of the information so recorded; provided that the failure by such any Lender on its books for its Note, and, prior to any transfer, may be endorsed by such Lender on a schedule attached to such Note or any continuation thereof or on any separate record maintained by such Lender. Failure to make any such notation recordation or to attach a schedule any error in such recordation shall not affect any Lender’s the obligations of the Borrower under this Agreement or the Borrower’s rights or obligations in respect of such Loans or affect the validity of such transfer by any Lender of its NoteNotes.

Appears in 1 contract

Sources: Credit Agreement (Kimco Realty Corp)

Notes. If requested by a Lender, (a) The Revolving Credit Loans of each Lender to the Loans made by such Lender Company shall be evidenced by a single promissory note Revolving Credit Note of the Borrower in substantially the form of Exhibit A, dated, in the case of (i) any Lender party hereto as of the date of this Agreement, as of the Effective Date, and (ii) any other Lender, as of the date such Lender becomes a party hereto, Company payable to the order of such Lender in a principal amount equal to its Maximum the amount of such Lender's Revolving Credit Amount Commitment, each of which Revolving Credit Notes shall be in substantially the form of Exhibit B attached hereto and incorporated herein by reference (with appropriate insertions) (collectively, as the same may from time to time be amended, modified, extended, renewed, restated or replaced (including, without limitation, any Revolving Credit Note issued in effect on such date, and otherwise duly completed. In the event that any full or partial replacement of an existing Revolving Credit Note as a result of an assignment by a Lender’s Maximum Credit Amount increases or decreases for any reason (whether pursuant to Section 2.06, Section 2.09, Section 12.04(b) or otherwise), the Borrower "Revolving Credit Notes"). (b) The Term Loan of each Lender to ▇▇▇▇▇▇▇ Electronics shall deliver or cause to be delivered, evidenced by a Term Loan Promissory Note of ▇▇▇▇▇▇▇ Electronics payable to the extent such Lender is then holding a Note and upon the written request order of such Lender, on the effective date of such increase or decrease, a new Note payable to such Lender in a an original principal amount equal to its Maximum Credit Amount after giving effect to such increase or decrease, and otherwise duly completed. Upon receipt the amount of such Lender's Term Loan Commitment, each of which Term Loan Promissory Notes shall be in substantially the form of Exhibit C attached hereto and incorporated herein by reference (with appropriate insertions) (collectively, as the same may from time to time be amended, modified, extended, renewed, restated or replaced (including, without limitation, any Term Loan Note issued in full or partial replacement Noteof an existing Term Loan Note as a result of an assignment by a Lender), such the "Term Loan Notes"). (c) Each Lender shall return record in its books and records the replaced Note to the Borrower. The date, amount, Type, interest rate and, if applicable, type and Interest Period (if any) of each Revolving Credit Loan made by it to the Company and the date and amount of each Lenderpayment of principal and/or interest made by the Company with respect thereto; provided, and all payments made on account however, that the obligation of the principal thereof, Company to repay each Revolving Credit Loan made to the Company under this Agreement shall be recorded by absolute and unconditional, notwithstanding any failure of such Lender on its books for its Note, and, prior to any transfer, may be endorsed by such Lender on a schedule attached to such Note or any continuation thereof or on any separate record maintained by such Lender. Failure to make any such notation recordation or any mistake by such Lender in connection with any such recordation. The books and records of each Lender showing the account between such Lender and the Company shall be conclusive evidence of the items set forth therein in the absence of demonstrable error. (d) Each Lender shall record in its books and records the date, amount, type and Interest Period (if any) of the Term Loan made by it to attach a schedule ▇▇▇▇▇▇▇ Electronics and the date and amount of each payment of principal and/or interest made by ▇▇▇▇▇▇▇ Electronics with respect thereto; provided, however, that the obligation of ▇▇▇▇▇▇▇ Electronics to repay the Term Loan made by such Lender to ▇▇▇▇▇▇▇ Electronics under this Agreement shall not affect be absolute and unconditional, notwithstanding any Lender’s or the Borrower’s rights or obligations in respect failure of such Loans Lender to make any such recordation or affect any mistake by such Lender in connection with any such recordation. The books and records of each Lender showing the validity account between such Lender and ▇▇▇▇▇▇▇ Electronics shall be conclusive evidence of such transfer by any Lender the items set forth therein in the absence of its Notedemonstrable error.

Appears in 1 contract

Sources: Loan Agreement (Labarge Inc)

Notes. If requested by a Lender, the Loans made by such each Lender shall be evidenced by a single promissory note of the Borrower in substantially the form of Exhibit A, dated, in the case of (i) any Lender party hereto as of the date of this Agreement, as of the Effective Datedate of this Agreement, and (ii) any Lender that becomes a party hereto pursuant to an Assignment and Assumption or amendment or other Lendermodification to this Agreement, as of the effective date such of the Assignment and Assumption or other amendment or modification, as applicable, or (iii) any Lender that becomes a party heretohereto in connection with an increase in the Aggregate Maximum Credit Amounts pursuant to Section 2.06(c), as of the effective date of such increase, payable to such Lender in a principal amount equal to its Maximum Credit Amount as in effect on such date, and otherwise duly completed. \ In the event that any Lender’s Maximum Credit Amount increases or decreases for any reason (whether pursuant to Section 2.06, Section 2.09, Section 12.04(b) or otherwise), the Borrower shall deliver or cause to be delivered, to the extent such Lender is then holding a Note and upon the written request of such LenderNote, on the effective date of such increase or decrease, a new Note payable to such Lender in a principal amount equal to its Maximum Credit Amount after giving effect to such increase or decrease, and otherwise duly completed. Upon receipt of such replacement Note, and such Lender shall return the replaced its prior Note to the Borrower, marked “canceled” (or its equivalent) or an affidavit that such Note has been lost and (in any event) has been canceled. The date, amount, Type, interest rate and, if applicable, Interest Period of each 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 Note, and, prior to any transfer, may be endorsed by such Lender on a schedule attached to such Note or any continuation thereof or on any separate record maintained by such Lender. Failure to make any such notation or to attach a schedule shall not affect any Lender’s or the Borrower’s rights or obligations in respect of such Loans or affect the validity of such transfer by any Lender of its Note.

Appears in 1 contract

Sources: Credit Agreement (Cabot Oil & Gas Corp)

Notes. If requested by a Lender, the The Loans made by each Lender shall, if requested by such Lender shall in writing, be evidenced by a single promissory note of the Borrower in substantially the form of Exhibit AA-1 for Revolving Loans or Exhibit A-2 for Term Loans, dated, in the case of (i) any Lender party hereto as of the date of this Agreement, as of the Effective Date, and date of this Agreement or (ii) any other LenderLender that becomes a party hereto pursuant to an Assignment and Assumption, as of the effective date such Lender becomes a party heretoof the Assignment and Assumption, payable to the order of such Lender in a principal amount equal to its Maximum Credit Amount Applicable Percentage of the Revolving Loan Commitments or the Term Loans, as applicable, as in effect on such date, and otherwise duly completed. In the event that any Revolving Lender’s Maximum Credit Amount Revolving Loan Commitment increases or decreases for any reason (whether pursuant to Section 2.06, Section 2.09, Section 12.04(b) or otherwise) or the aggregate outstanding amount of any Term Lender’s Term Loans increases as a result of such Term Lender’s purchase of additional Term Loans pursuant to an Assignment and Assumption in accordance with Section 12.04(b), upon the request of such Revolving Lender or Term Lender, the Borrower shall deliver or cause to be delivered, to the extent such Lender is then holding a Note and upon the written request of such Lender, on the effective date of such increase or decrease, delivered a new Note payable to the order of such Lender in a principal amount equal to its Maximum Credit Amount Applicable Percentage of the Revolving Loan Commitments or its aggregate outstanding principal amount of Term Loans, as applicable after giving effect to such increase or decrease, and otherwise duly completed. Upon receipt of such replacement Note, such completed and the affected Lender shall return deliver the Note being replaced Note to the BorrowerBorrower immediately. The date, amount, Type, interest rate and, if applicable, and Interest Period of each 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 Note, and, prior to any transfer, may be endorsed by such Lender on a ​ ​ ​ schedule attached to such Note or any continuation thereof or on any separate record maintained by such Lender. Failure to make any such notation or to attach a schedule shall not affect any Lender’s or the Borrower’s rights or obligations in respect of such Loans or affect the validity of such transfer by any Lender of its Note.

Appears in 1 contract

Sources: Credit Agreement (Evolve Transition Infrastructure LP)

Notes. If requested by a Lender, the The Loans made by such each Lender shall be evidenced by a single promissory note of the Borrower upon request by such Lender in substantially the form of Exhibit A, dated, in the case of (i) any Lender party hereto as of the date of this Agreement, as of the Effective Datedate of this Agreement, and or (ii) any other LenderLender that becomes a party hereto pursuant to an Assignment and Assumption, as of the effective date such Lender becomes a party heretoof the Assignment and Assumption, payable to such Lender or its registered assigns in a principal amount equal to its Maximum Credit Amount as in effect on such date, and otherwise duly completed. In the event that any Lender’s Maximum Credit Amount increases or decreases for any reason (whether pursuant to Section 2.06, Section 2.09, Section 12.04(b) 12.04 or otherwise), the Borrower shall deliver or cause to be delivered, to the extent such Lender is then holding a Note and upon the written request of such Lender, delivered on the effective date of such increase or decrease, a new Note payable to such Lender in a principal amount equal to its Maximum Credit Amount after giving effect to such increase or decrease, and otherwise duly completed. Upon receipt of such replacement Note, such Lender shall return the replaced Note to the Borrower. The date, amount, Type, interest rate and, if applicable, Interest Period of each 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 Note, and, prior to any transfer, may be endorsed by such Lender on a schedule attached to such Note or any continuation thereof or on any separate record maintained by such Lender. Failure to make any such notation or to attach a schedule shall not affect any Lender’s or the Borrower’s rights or obligations in respect of such Loans Loans. Upon surrender of any Note at the principal office of Administrative Agent for registration of transfer or affect exchange (and in the validity case of a surrender for registration of transfer, duly endorsed or accompanied by a written instrument of transfer duly executed by the registered holder or its attorney duly authorized in writing and accompanied by the address for notices of each transferee of such transfer Note or part thereof), and an assignment agreement in form and substance acceptable to Administrative Agent whereby the assignee holder agrees to be bound by any Lender of its Notethe terms hereof that are applicable to holders, shall execute and deliver, at Borrower’s expense, a new Note in exchange therefor.

Appears in 1 contract

Sources: Credit Agreement (Northern Oil & Gas, Inc.)

Notes. If requested by a Lender, the Any Lender may request that Loans made by such Lender shall it be evidenced by a single promissory note. In such event, the Borrowers shall prepare, execute and deliver to such Lender a promissory note payable to the order of the Borrower such Lender in substantially the form of Exhibit A, dated, in the case of (i) any Lender party hereto as of the date of this Agreement, as of the Effective Datedate of this Agreement, and or (ii) any other LenderLender that becomes a party hereto pursuant to an Assignment and Assumption, as of the effective date such Lender becomes a party heretoof 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. In the event that If any Lender’s 's Maximum Credit Amount increases or decreases for any reason (whether pursuant to Section 2.06, Section 2.09, Section 12.04(b) or otherwise), the Borrower Borrowers shall deliver or cause to be delivered, to the extent such Lender is then holding a Note and upon the written request of such Lender, delivered on the effective date of such increase or decrease, a new Note payable to such the order of any Lender who requested a Note hereunder in a principal amount equal to its Maximum Credit Amount after giving effect to such increase or decrease, and otherwise duly completed. Upon receipt of such replacement Note, and such Lender shall agrees to promptly thereafter return the replaced previously issued Note to the Borrowerheld by such Lender marked canceled or otherwise similarly defaced. The date, amount, Type, interest rate and, if applicable, Interest Period of each Loan made by each LenderLender that receives a Note, 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, may be endorsed by such Lender on a schedule attached to such Note or any continuation thereof or on any separate record maintained by such Lender. Failure to make any such notation or to attach a schedule shall not affect any Lender’s 's or the any Borrower’s 's rights or obligations in respect of such Loans or affect the validity of such transfer by any Lender of its Note.

Appears in 1 contract

Sources: Credit Agreement (Ellora Energy Inc)

Notes. If requested by a Lender, the The Loans made by such each Lender shall be evidenced by a single promissory note of the Borrower in substantially the form of Exhibit AA-1, with respect to Revolving Loans, and Exhibit A-2 with respect to Term Loans, as applicable. Each such Note shall be dated, in the case of (i) any Lender party hereto as of the date of this Agreement, as of the Effective Datedate of this Agreement, and or (ii) any other LenderLender that becomes a party hereto pursuant to an Assignment and Assumption, as of the effective date such Lender becomes a party heretoof the Assignment and Assumption, payable to the order of such Lender in a principal amount equal to its Maximum Credit Amount Commitment, its Term Loan Commitment as in effect on such date, and otherwise duly completed. In the event that If any Revolving Lender’s Maximum Credit Amount 's Commitment increases or decreases for any reason (whether pursuant to Section 2.062.05, Section 2.09, Section 12.04(b13.04(b) or otherwise), the Borrower shall deliver or cause to be delivered, to the extent such Lender is then holding a Note and upon the written request of such Lender, delivered on the effective date of such increase or decrease, a new Note payable to the order of such Revolving Lender in a principal amount equal to its Maximum Credit Amount Commitment, after giving effect to such increase or decrease, and otherwise duly completed. Upon receipt of such replacement Note, such Lender shall return the replaced Note to the Borrower. The date, amount, Type, interest rate and, if applicable, Interest Period of each 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 Note, and, prior to any transfer, may be endorsed by such Lender on a schedule attached to such Note or any continuation thereof or on any separate record maintained by such Lender. Failure to make any such notation or to attach a schedule shall not affect any Lender’s 's or the Borrower’s 's rights or obligations in respect of such Loans or affect the validity of such transfer by any Lender of its Note.

Appears in 1 contract

Sources: Credit Agreement (Baseline Oil & Gas Corp.)

Notes. If requested by a Lender, the such Lender’s Loans made by such Lender shall be evidenced by a single promissory note of the Borrower in substantially the form of Exhibit AD (individually, dated, in the case of a “Note”) which note shall be (i) any Lender party hereto as of the date of this Agreement, as of the Effective Date, and (ii) any other Lender, as of the date such Lender becomes a party hereto, payable to such Lender in a principal amount equal to its Maximum Credit Amount as in effect on such date, and otherwise duly completed. In the event that any Lender’s Maximum Credit Amount increases or decreases for any reason (whether pursuant to Section 2.06, Section 2.09, Section 12.04(b) or otherwise), the Borrower shall deliver or cause to be delivered, to the extent such Lender is then holding a Note and upon the written request order of such Lender, (ii) in the amount of such Lender’s Commitment, (iii) dated the Closing Date and (iv) otherwise appropriately completed. The Borrower authorizes each Lender to record on the effective date of such increase or decrease, a new Note payable schedule annexed to such Lender in a principal Lender’s Note the date and amount equal to its Maximum Credit Amount after giving effect to such increase or decrease, and otherwise duly completed. Upon receipt of such replacement Note, such Lender shall return the replaced Note to the Borrower. The date, amount, Type, interest rate and, if applicable, Interest Period of each Loan made by such Lender and of each Lenderpayment or prepayment of principal thereon made by the Borrower, and agrees that all payments made on account of the principal thereof, such notations shall be recorded conclusive absent manifest error with respect to the matters noted; provided, however, that any failure by such a Lender on its books for its Noteto make, and, prior to any transfer, may be endorsed by such Lender on a schedule attached to such Note or any continuation thereof or on error by any separate record maintained by such Lender. Failure to make Lender in making, any such notation or to attach a schedule shall not affect any Lender’s or the Borrower’s rights or obligations in respect Obligations. The Borrower further authorizes each Lender to attach to and make a part of such Lender’s Note continuations of the schedule attached thereto as necessary. If, because any Lender designates separate Applicable Lending Offices for Base Rate Loans or affect and LIBOR Loans, such Lender requests that separate promissory notes be executed to evidence separately such Loans, then each such note shall be in the validity form of Exhibit D, mutatis mutandis to reflect such division, and shall be (w) payable to the order of such transfer by any Lender Lender, (x) in the amount of its such Lender’s Commitment, (y) dated the Closing Date and (z) otherwise appropriately completed. Such notes shall, collectively, constitute a Note.

Appears in 1 contract

Sources: Credit Agreement (Netflix Inc)

Notes. If requested by a Lender, (a) The Borrower’s obligation to pay the Loans made by such Lender principal of and interest on the Loan to the Lenders shall be evidenced by a single blank promissory note of the Borrower substantially in substantially the form of Exhibit AAnnex B (each, dateda “Note”). Each Note shall be valid and enforceable as to its principal amount at any time only to the extent of the amount disbursed and outstanding under the Loan evidenced thereby; and, as to interest, only to the extent of the interest accrued and unpaid thereon. Each Note shall be (i) payable to a Lender, (ii) dated the applicable Disbursement Date and (iii) payable at the date referred to in the corresponding Instructions Letter. On the Initial Disbursement Date, the Borrower shall provide to each Lender (i) a duly executed Note for such ▇▇▇▇▇▇ and (ii) a duly executed Instructions Letter substantially in the form of Annex C, pursuant to which the Borrower authorizes such Lender to complete its Note issued in accordance with this Section 2.06. (b) In case of loss, theft, partial or complete destruction or mutilation of a Note, the affected Lender shall be entitled to request to the Borrower, and the Borrower shall promptly (but in any event within ten (10) Business Days of such notice) execute and deliver to such Lender in lieu thereof a new Note, dated the same date as the lost, stolen, destroyed or mutilated Note, in replacement of the Note; provided that, in the case of (i) any mutilated Note, such mutilated Note shall be returned to the Borrower. Each Lender party hereto as shall, prior to delivery of any replacement Note by the Borrower also comply with the procedures established by the relevant provisions of Section III of Chapter VI of Title III of the date of this Agreement, as Third Book of the Effective Date, Commercial Code and by Article 398 of Law 1564 of 2012 (iiCódigo General del Proceso) or any other LenderApplicable Law in connection with the case of loss, as theft, partial or complete destruction or mutilation of the date such Lender becomes a party hereto, payable to such Lender in a principal amount equal to its Maximum Credit Amount as in effect on such date, and otherwise duly completedNote. In the event that any Lender’s Maximum Credit Amount increases lost or decreases for any reason (whether pursuant to Section 2.06, Section 2.09, Section 12.04(b) or otherwise), the Borrower shall deliver or cause to be delivered, to the extent such Lender stolen Note is then holding a Note and upon the written request of such Lender, on the effective date of such increase or decrease, a new Note payable to such Lender in a principal amount equal to its Maximum Credit Amount after giving effect to such increase or decrease, and otherwise duly completed. Upon receipt of such replacement Notesubsequently found, such Lender shall return the replaced cancel such Note and deliver such cancelled Note to the Borrower. The date, amount, Type, interest rate and, if applicable, Interest Period of each Loan made by each Lender, and all payments made on account of ; provided further that the principal thereof, Borrower shall be recorded by such Lender on its books for its Note, and, prior have already delivered a substitute Note to any transfer, may be endorsed by such Lender on a schedule attached to such Note or any continuation thereof or on any separate record maintained by such the relevant Lender. Failure to make any such notation or to attach In the event of execution and delivery of a schedule shall not affect any Lender’s or the Borrower’s rights or obligations in respect of such Loans or affect the validity of such transfer new Note as contemplated by any Lender of its Note.this clause ​

Appears in 1 contract

Sources: Loan Agreement (Ecopetrol S.A.)

Notes. If requested by a Lender, the (a) The Facility A Revolving Credit Loans made by such each Lender shall be evidenced by a single promissory note of the Borrower substantially in substantially the form of Exhibit AA-1, dated, in the case of (i) any Lender party hereto as of dated the date of this Agreement, as of the Effective Date, and (ii) any other Lender, as of the date such Lender becomes a party heretohereof, payable to such Lender in a principal amount equal to the amount of its Maximum Facility A Revolving Credit Amount Commitment as originally in effect on such date, and otherwise duly completed. In the event that any Lender’s Maximum Credit Amount increases or decreases for any reason . (whether pursuant to Section 2.06, Section 2.09, Section 12.04(bb) or otherwise), The Facility B Term Loans made by each Lender shall be evidenced by a single promissory note of the Borrower shall deliver or cause to be deliveredsubstantially in the form of Exhibit A-2, to dated the extent such Lender is then holding a Note and upon the written request of such Lenderdate hereof, on the effective date of such increase or decrease, a new Note payable to such Lender lender in a principal amount equal to its Maximum Credit Amount after giving Facility B Term Loan Commitment as originally in effect to such increase or decrease, and otherwise duly completed. Upon receipt of such replacement Note, such Lender shall return the replaced Note to the Borrower. . (c) The date, amount, Type, interest rate and, and duration of Interest Period (if applicable, Interest Period ) of each Loan of each Class made by each LenderLender to the Borrower, and all payments each payment made on account of the principal thereof, shall be recorded by such Lender on its books for its Note, and, prior to any transfertransfer of the Note evidencing the Loans of such Class held by it, may be endorsed by such Lender on a the schedule attached to such Note or any continuation thereof or on any separate record maintained by thereof; provided that -------- the failure of such Lender. Failure Lender to make any such notation recordation or to attach a schedule endorsement shall not affect the obligations of the Borrower to make a payment when due of any Lender’s amount owing hereunder or the Borrower’s rights or obligations under such Note in respect of such Loans Loans. (d) No Lender shall be entitled to have its Notes substituted or affect the validity exchanged for any reason, or subdivided for promissory notes of lesser denominations, except in connection with a permitted assignment of all or any portion of such transfer Lender's relevant Commitment, Loans and Notes pursuant to Section 12.06 (and, if requested by any Lender of its Lender, the Borrower agrees to so exchange any Note).

Appears in 1 contract

Sources: Credit Agreement (Premier Parks Inc)

Notes. If requested in writing by a Lender, the Loans made by such Lender shall be evidenced by a single promissory note of the Borrower in substantially the form of Exhibit A, dated, in the case of (i) any Lender party hereto as of the date of this Agreement, as of the Effective Date, and date of this Agreement or (ii) any other LenderLender that becomes a party hereto pursuant to an Assignment and Assumption, as of the effective date such Lender becomes a party heretoof the Assignment and Assumption, payable to such the Lender in a principal amount equal to its Maximum Credit Amount as in effect on such date, and otherwise duly completed. In the event that any Lender’s the Maximum Credit Amount of any Lender whose Loans are evidenced by a Note increases or decreases for any reason (whether pursuant to Section 2.06, Section 2.09, Section 12.04(b) or otherwise), upon the prior written request of such Lender, the Borrower shall deliver or cause to be delivered, to the extent such Lender is then holding a Note and upon the written request of such Lender, delivered on the effective date of such increase or decrease, a new Note payable to such the Lender in a principal amount equal to its Maximum Credit Amount after giving effect to such increase or decrease, and otherwise duly completed. Upon receipt of such replacement Note, such Lender shall return the replaced Note to the Borrower. The date, amount, Type, interest rate and, if applicable, Interest Period of each Loan made by each LenderLender whose Loans are evidenced by a Note, 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, may be endorsed by such Lender on a schedule attached to such Note or any continuation thereof or on any separate record maintained by such Lender. Failure to make any such notation or to attach a schedule shall not affect any Lender’s or the Borrower’s rights or obligations in respect of such Loans or affect the validity of such transfer by any Lender of its Note.

Appears in 1 contract

Sources: Credit Agreement (Carrizo Oil & Gas Inc)

Notes. If requested by a Lender, the Loans (a) The Tranche A Advances made by such the Lender shall be evidenced by a single promissory note of the Borrower ReadyCap substantially in substantially the form of Exhibit AA-1 hereto (the “Tranche A Note”), dated, in the case of (i) any Lender party hereto as of dated the date of this Agreement, as of the Effective Date, and (ii) any other Lender, as of the date such Lender becomes a party heretohereof, payable to such the Lender in a principal amount equal to its Maximum Credit Amount the amount of $187,000,000 as in effect on such datefrom time to time, and otherwise duly completed. In The Lender shall have the event that any Lender’s Maximum Credit Amount increases or decreases right to have its Tranche A Note subdivided, by exchange for any reason (whether pursuant to Section 2.06, Section 2.09, Section 12.04(b) promissory notes of lesser denominations or otherwise. (b) The Tranche B Advances made by the Lender shall be evidenced by a single promissory note of S▇▇▇▇▇▇▇▇▇ substantially in the form of Exhibit A-2 hereto (the “Tranche B Note”), dated the Borrower shall deliver or cause to be delivereddate hereof, payable to the extent such Lender is then holding a Note and upon the written request of such Lender, on the effective date of such increase or decrease, a new Note payable to such Lender in a principal amount equal to its Maximum Credit Amount after giving the amount of $63,000,000 as in effect from time to such increase or decreasetime, and otherwise duly completed. Upon receipt of such replacement Note, such The Lender shall return have the replaced right to have its Tranche B Note to the Borrower. subdivided, by exchange for promissory notes of lesser denominations or otherwise. (c) The date, amount, Type, amount and interest rate and, if applicable, Interest Period of each Loan Advance made by each Lenderthe Lender to the Borrowers, and all payments each payment made on account of the principal thereof, shall be recorded by such the Lender on its books for its Note, and, prior to any transfertransfer of a Note, may be endorsed by such the Lender on a the schedule attached to such Note or any continuation thereof or on any separate record maintained by such Lender. Failure thereof; provided that the failure of the Lender to make any such notation recordation or to attach a schedule endorsement shall not affect the obligations of the Borrowers to make a payment when due of any Lender’s amount owing hereunder or under the Borrower’s rights or obligations Note in respect of such Loans or affect the validity of such transfer by any Lender of its NoteAdvances.

Appears in 1 contract

Sources: Master Loan and Security Agreement (Sutherland Asset Management Corp)

Notes. If requested by a Lender, the Loans The Loan made by such Lender each Bank under this Agreement shall be evidenced by by, and repaid with interest in accordance with, a single promissory note of the applicable Borrower in substantially the form of Exhibit AEXHIBIT C-1 for Dolphin LP, datedEXHIBIT C-2 for Fairlane LLC and EXHIBIT C-3 for TOLLC, in duly completed and executed by the case of (i) any Lender party hereto as of the date of this Agreementapplicable Borrower, as of the Effective Date, and (ii) any other Lender, as of the date such Lender becomes a party hereto, payable to such Lender in a principal amount equal to such Bank’s Loan Commitment allocable to such Borrower, payable to such Bank for the account of its Maximum Credit Amount Applicable Lending Office (each such note, as in effect on such datethe same may hereafter be amended, and otherwise duly completed. In the event that modified, extended, severed, assigned, substituted, renewed or restated from time to time, including any Lender’s Maximum Credit Amount increases substitute or decreases for any reason (whether additional note(s) pursuant to Section 2.062.19, Section 2.093.07 or 12.05, Section 12.04(b) or otherwise)a “Note” all such notes, collectively, the Borrower “Notes”). The Notes shall deliver or cause to mature, and all outstanding principal and accrued interest and other sums thereunder shall be delivered, to the extent such Lender is then holding a Note and upon the written request of such Lenderpaid in full, on the effective date Maturity Date, as the same may be accelerated. Each Bank is hereby authorized by each Borrower to endorse on the schedule attached to the Notes held by it, the amount of such increase or decrease, a new Note payable to such Lender in a principal amount equal to its Maximum Credit Amount after giving effect to such increase or decreaseeach advance, and otherwise duly completed. Upon receipt each payment of principal received by such replacement NoteBank for the account of its Applicable Lending Office(s) on account of its Loan, such Lender shall return which endorsement shall, in the replaced Note absence of manifest error, be conclusive as to the Borrower. The date, amount, Type, interest rate and, if applicable, Interest Period outstanding balance of each the Loan made by each Lender, and all payments made on account of the principal thereof, shall be recorded such Bank. The failure by such Lender on its books for its Note, and, prior to any transfer, may be endorsed by such Lender on a schedule attached to such Note or any continuation thereof or on any separate record maintained by such Lender. Failure Bank to make any such notation notations with respect to its Loan or to attach a schedule each advance or payment shall not limit or otherwise affect the obligations of any Lender’s Borrower under this Agreement, the Notes or the Borrower’s rights or obligations otherwise in respect of such Loans the Loans. In case of any loss, theft, destruction or affect mutilation of any Bank’s Note, the validity applicable Borrower shall, upon its receipt of an affidavit of an officer of such transfer by any Lender Bank as to such loss, theft, destruction or mutilation and an appropriate indemnification (in form and substance reasonably acceptable to such Borrower), execute and deliver a replacement Note to such Bank in the same principal amount and otherwise of its like tenor as the lost, stolen, destroyed or mutilated Note.

Appears in 1 contract

Sources: Secured Revolving Credit Agreement (Taubman Centers Inc)

Notes. If requested by a Lender, (a) The Borrower’s obligation to pay the Loans made by such Lender principal of and interest on the Loan to the Lenders shall be evidenced by a single blank promissory note of the Borrower substantially in substantially the form of Exhibit AAnnex B (each, dateda “Note”). Each Note shall be valid and enforceable as to its principal amount at any time only to the extent of the amount disbursed and outstanding under the Loan evidenced thereby; and, as to interest, only to the extent of the interest accrued and unpaid thereon. Each Note shall be (i) payable to a Lender, (ii) dated the Disbursement Date and (iii) payable at the date referred to in the corresponding Instructions Letter. On the Disbursement Date, the Borrower shall provide to each Lender (i) a duly executed Note for such ▇▇▇▇▇▇ and (ii) a duly executed Instructions Letter substantially in the form of Annex C, pursuant to which the Borrower authorizes such Lender to complete its Note issued in accordance with this Section 2.06. (b) In case of loss, theft, partial or complete destruction or mutilation of a Note, the affected Lender shall be entitled to request to the Borrower, and the Borrower shall promptly (but in any event within ten (10) Business Days of such notice) execute and deliver to such Lender in lieu thereof a new Note, dated the same date as the lost, stolen, destroyed or mutilated Note, in replacement of the Note; provided that, in the case of (i) any mutilated Note, such mutilated Note shall be returned to the Borrower. Each Lender party hereto as shall, prior to delivery of any replacement Note by the Borrower also comply with the procedures established by the relevant provisions of Section III of Chapter VI of Title III of the date of this Agreement, as Third Book of the Effective Date, Commercial Code and by Article 398 of Law 1564 of 2012 (iiCódigo General del Proceso) or any other LenderApplicable Law in connection with the case of loss, as theft, partial or complete destruction or mutilation of the date such Lender becomes a party hereto, payable to such Lender in a principal amount equal to its Maximum Credit Amount as in effect on such date, and otherwise duly completedNote. In the event that any lost or stolen Note is subsequently found, such Lender shall cancel such Note and deliver such cancelled Note to the Borrower; provided further that the Borrower shall have already delivered a substitute Note to the relevant Lender. In the event of execution and delivery of a new Note as contemplated by this clause (b), such Lender shall reimburse and indemnify the Borrower for and against any and all direct liabilities, obligations, losses, damages, penalties, claims, actions, judgments, suits, costs, expenses or disbursements of whatsoever kind or nature which may be imposed on, asserted against or incurred by the Borrower as a result of any negotiation with, or presentation by, any Person for collection of any sums due under or with respect to such ▇▇▇▇▇▇’s Maximum Credit Amount increases original Note being lost or decreases for stolen, excluding any reason such liabilities, obligations, losses, damages, penalties, claims, actions, judgments, suits, costs, expenses or disbursements caused by the Borrower. ​ All replacement Notes issued in connection with this Agreement shall be signed by an Authorized Officer of the Borrower. (whether c) The payment of any part of the principal of any such Note shall discharge the obligation of the Borrower under this Agreement to pay the portion of the principal of the Loan evidenced by such Note pro tanto, and the payment of any principal of the Loan in accordance with the terms hereof shall discharge the obligations of the Borrower under the Notes evidencing the Loan pro tanto. (d) Upon discharge of all obligations of the Borrower under the Loan, the Lenders shall cancel all the Notes and promptly return them to the Borrower. (e) The Notes shall only be sold, assigned or transferred in accordance with the provisions of this Agreement and Applicable Law. (f) Each Lender agrees and covenants that it will fill the blank spaces left in any Note in accordance with the corresponding Instructions Letter. Each Lender further agrees and covenants that it will not complete or seek enforcement of its Notes other than in accordance with the instructions set forth in the corresponding Instructions Letter. (g) In the case of a permitted assignment pursuant to Section 2.0611.03, Section 2.09, Section 12.04(b(i) or otherwise)if requested by the assignee and if any such assignment is of the aggregate Disbursement amount(s) held by the assigning Lender, the Borrower Lender shall deliver to the assignee, concurrently with the execution and delivery by the Borrower to the Administrative Agent of the new Notes in the manner contemplated in clause (ii) below, the Note held by such assigning Lender evidencing the Proportionate Share portion of the Disbursement (for any assigning Lender, together with the related Instructions Letter, the “Existing Notes” of such assigning Lender) and (ii) if requested by the assigning Lender or cause the relevant assignee, the Administrative Agent shall as promptly as reasonably practicable request that the Borrower, and the Borrower hereby agrees to be deliveredexecute and deliver as promptly as reasonably practicable a new Note or Notes (together with the related Instructions Letter) to such assigning Lender (if applicable) and such assignee, evidencing the Disbursement held by such assigning Lender (if applicable) and such assignee (in exchange for Existing Notes to the extent such Lender assignment is then holding a Note and upon the written request of such Lender, on the effective date of such increase or decrease, a new Note payable to such Lender in a principal amount equal to its Maximum Credit Amount after giving effect to such increase or decrease, and otherwise duly completed. Upon receipt of such replacement Note, such Lender shall return the replaced Note to the Borrower. The date, amount, Type, interest rate and, if applicable, Interest Period of each Loan made by each Lender, and all payments made on account of the principal thereof, shall be recorded aggregate amount of the Disbursement held by such Lender on its books for its Note, and, prior to any transfer, may be endorsed by such Lender on a schedule attached to such Note or any continuation thereof or on any separate record maintained by such the assigning Lender. Failure to make any such notation or to attach a schedule shall not affect any Lender’s or the Borrower’s rights or obligations in respect of such Loans or affect the validity of such transfer by any Lender of its Note).

Appears in 1 contract

Sources: Loan Agreement (Ecopetrol S.A.)

Notes. If requested by a Lender, the The Loans made by such each Lender shall be evidenced by a single promissory note of the Borrower in substantially the form of Exhibit A, dated, in the case of (i) 61 Section 2.01 amended by Fifth Amendment. any Lender party hereto as of the date of this Agreement, as of the Effective Datedate of this Agreement, and or (ii) any other LenderLender that becomes a party hereto pursuant to an Assignment and Assumption, as of the effective date such Lender becomes a party heretoof 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. In the event that any Lender’s Maximum Credit Amount increases or decreases for any reason (whether pursuant to Section 2.06, Section 2.09, Section 12.04(b) 12.04 or otherwise), the Borrower shall deliver or cause to be delivered, to the extent such Lender is then holding a Note and upon the written request of such Lender, delivered on the effective date of such increase or decrease, a new Note payable to the order of such Lender in a principal amount equal to its Maximum Credit Amount after giving effect to such increase or decrease, and otherwise duly completed. Upon receipt of such replacement Note, such Lender shall return the replaced Note to the Borrower. The date, amount, Type, interest rate and, if applicable, Interest Period of each 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 Note, and, prior to any transfer, may be endorsed by such Lender on a schedule attached to such Note or any continuation thereof or on any separate record maintained by such Lender. Failure to make any such notation or to attach a schedule shall not affect any Lender’s or the Borrower’s rights or obligations in respect of such Loans or affect the validity of such transfer by any Lender of its Note.

Appears in 1 contract

Sources: Credit Agreement (Goodrich Petroleum Corp)

Notes. If requested by a Lender, the The Loans made by such each Lender shall be evidenced by a single promissory note of the Borrower to such Lender in substantially the form of Exhibit A, dated, in the case of (i) any Lender party hereto as of the date of this Agreement, as of the Effective Date, and date of this Agreement or (ii) any other LenderLender that becomes a party hereto pursuant to an Assignment and Assumption, as of the effective date such Lender becomes a party heretoof the Assignment and Assumption, payable to such Lender or its registered assigns in a principal amount equal to its Maximum Credit Amount as in effect on such date, and otherwise duly completed. In the event that any Lender’s 's Maximum Credit Amount increases or decreases for any reason (whether pursuant to Section 2.06, Section 2.09, Section 12.04(b) 12.04 or otherwise), the Borrower shall deliver or cause to be delivered, to the extent such Lender is then holding a Note and upon the written request of such Lender, delivered on the effective date of such increase or decrease, a new Note payable to such Lender Lender, in replacement of the Note then outstanding, in a principal amount equal to its Maximum Credit Amount after giving effect to such increase or decrease, and otherwise duly completed. Upon receipt of such replacement Note, such Lender shall return the replaced Note to the Borrower. The date, amount, Type, interest rate and, if applicable, Interest Period of each 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 Note, and, prior to any transfer, may be endorsed by such Lender on a schedule attached to such Note or any continuation thereof or on any separate record maintained by such Lender. Failure to make any such notation or to attach a schedule shall not affect any Lender’s 's or the Borrower’s 's rights or obligations in respect of such Loans or affect Loans. Upon assignment of any Note in accordance with the validity terms in this Agreement and surrender of such Note at the principal office of Administrative Agent for registration of transfer or exchange (and in the case of a surrender for registration of transfer, duly endorsed or accompanied by any Lender a written instrument of transfer duly executed by the registered holder or its Noteattorney duly authorized in writing and accompanied by the address for notices of each transferee of such Note or part thereof), and an assignment agreement in form and substance acceptable to Administrative Agent whereby the assignee holder agrees to be bound by the terms hereof that are applicable to holders, the Borrower shall execute and deliver, at Borrower's expense, a new Note in exchange therefor.

Appears in 1 contract

Sources: Credit Agreement (Synergy Resources Corp)

Notes. If requested by a Lender, the The Revolving Credit Loans made by such each Lender shall be evidenced by a single promissory note of the Borrower Borrower, substantially in substantially the form of Exhibit A, datedA-1, in the case of Tranche A Loans (i) any Lender party hereto each, a "Tranche A Note"), or Exhibit A-2, in the case of Tranche B Loans (each, a "Tranche B Note"), with appropriate insertions as of the to payee, date of this Agreement, as of the Effective Date, and (ii) any other Lender, as of the date such Lender becomes a party heretoprincipal amount, payable to the order of such Lender and in a principal amount equal to its Maximum Credit Amount as in effect on such date, and otherwise duly completed. In the event that any Lender’s Maximum Credit Amount increases or decreases for any reason lesser of (whether pursuant to Section 2.06, Section 2.09, Section 12.04(ba) or otherwise), the Borrower shall deliver or cause to be delivered, to the extent initial Commitment of such Lender is then holding a Note and upon (b) the written request of such Lender, on the effective date of such increase or decrease, a new Note payable to such Lender in a aggregate unpaid principal amount equal to its Maximum Credit Amount after giving effect to such increase of all Tranche A Loans or decreaseTranche B Loans, and otherwise duly completed. Upon receipt of such replacement Noteas the case may be, such Lender shall return the replaced Note to the Borrower. The date, amount, Type, interest rate and, if applicable, Interest Period of each 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 Note, and, prior to any transfer, may be endorsed by such Lender on a schedule attached to such Note or any continuation thereof or on any separate record maintained by such Lender. Failure Each Lender is hereby authorized to record the date, the Borrowing Tranche and amount of each Revolving Credit Loan made by such Lender, each continuation thereof, each conversion of all or a portion thereof to another Borrowing Tranche, the date and amount of each payment or prepayment of principal thereof and, in the case of Revolving Credit Loans with Euro- Rate Option, the length of each Interest Period with respect thereto, on the schedule annexed to and constituting a part of its Note, and any such recordation shall constitute prima facie evidence of the accuracy of the information so recorded, provided, that the failure to make any such notation recordation or to attach a schedule any error in such recordation shall not affect any Lender’s or the Borrower’s rights 's obligations hereunder or obligations under such Note. Each Note shall (i) be dated the Effective Date, (ii) be stated to mature on the Maturity Date and (iii) provide for the payment of interest in respect of such Loans or affect the validity of such transfer by any Lender of its Noteaccordance with Section 4.01.

Appears in 1 contract

Sources: Credit Agreement (Borders Group Inc)

Notes. If requested by a Lender, the The Revolving Loans made by such each Lender (other than the Swing Loans) shall be evidenced by a single promissory note Revolving Note of the Borrower in substantially the form of Exhibit A, dated, in the case of (i) any Lender party D hereto as of the date of this Agreement, as of the Effective Date, and (ii) any other Lender, as of the date such Lender becomes a party hereto, payable to the order of such Lender in a principal amount equal to its Maximum Credit Amount as in effect on the Revolving Loan Commitment of such dateLender, and otherwise duly completed. In Any Lender may request in writing submitted to the event Administrative Agent that any Lender’s Maximum Credit Amount increases or decreases for any reason (whether pursuant to Section 2.06Term Loans B made by such Lender be evidenced by a promissory note, Section 2.09, Section 12.04(b) or otherwise)and in such event, the Borrower shall execute and deliver to such Lender a promissory note payable to the order of such Lender substantially in the form attached hereto as Exhibit C. The promissory notes described in this Section are each, together with all renewals, extensions, modifications and replacements thereof and substitutions therefor, called a “Note” and collectively called the “Notes”. Each Lender is hereby authorized by Borrower to endorse on the schedule (or cause a continuation thereof) that may be attached to be deliveredeach Note of such Lender, to the extent such Lender is then holding a Note and upon applicable, the written request of such Lender, on the effective date of such increase or decrease, a new Note payable to such Lender in a principal amount equal to its Maximum Credit Amount after giving effect to such increase or decrease, and otherwise duly completed. Upon receipt of such replacement Note, such Lender shall return the replaced Note to the Borrower. The date, amount, Type, type of and the applicable period of interest rate and, if applicable, Interest Period of for each Loan made by such Lender to Borrower hereunder, and the amount of each payment or prepayment of principal of such Loan received by such Lender, and all payments made on account of the principal thereofprovided, shall be recorded that any failure by such Lender on its books for its Note, and, prior to any transfer, may be endorsed by such Lender on a schedule attached to such Note or any continuation thereof or on any separate record maintained by such Lender. Failure to make any such notation or to attach a schedule endorsement shall not affect any Lender’s the obligations of Borrower under such Note or the Borrower’s rights or obligations hereunder in respect of such Loan. Swing Loans or affect shall be evidenced by the validity Swing Note. The Swing Note, and all renewals, extensions, modifications and replacements thereof and substitutions therefor, shall constitute one of such transfer by any Lender of its Notethe “Notes” hereunder.

Appears in 1 contract

Sources: Loan Agreement (Carrols Corp)

Notes. If requested by a Lender, the The Loans made by each Lender shall, if requested by such Lender shall in writing, be evidenced by a single promissory note of the Borrower in substantially the form of Exhibit AA-1 for Revolving Loans or Exhibit A-2 for Term Loans, dated, in the case of (i) any Lender party hereto as of the date of this Agreement, as of the Effective Date, and date of this Agreement or (ii) any other LenderLender that becomes a party hereto pursuant to an Assignment and Assumption, as of the effective date such Lender becomes a party heretoof the Assignment and Assumption, payable to the order of such Lender in a principal amount equal to its Applicable Percentage of the Aggregate Maximum Credit Amount AmountRevolving Loan Commitments or the Term Loans, as applicable, as in effect on such date, and otherwise duly completed. In the event that any Revolving Lender’s Maximum Credit Revolving Loan Commitment Amount increases or decreases for any reason (whether pursuant to Section 2.06, Section 2.09, Section 12.04(b) or otherwise) or the aggregate outstanding amount of any Term Lender’s Term Loans increases as a result of such Term Lender’s purchase of additional Term Loans pursuant to an Assignment and Assumption in accordance with Section 12.04(b), the Borrower shall deliver or cause to be delivered, to the extent such Lender is then holding a Note and upon the written request of such Lender, delivered on the effective date of such increase or decrease, a new Note payable to the order of such Lender in a principal amount equal to its Applicable Percentage of the Aggregate Maximum Credit Amount AmountRevolving Loan Commitments or its aggregate outstanding principal amount of Term Loans, as applicable after giving effect to such increase or decrease, and otherwise duly completed. Upon receipt of such replacement Note, such completed and the affected Lender shall return deliver the Note being replaced Note to the BorrowerBorrower immediately. The date, amount, Type, interest rate and, if applicable, and Interest Period of each 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 Note, and, prior to any transfer, may be endorsed by such Lender on a schedule attached to such Note or any continuation thereof or on any separate record maintained by such Lender. Failure to make any such notation or to attach a schedule shall not affect any Lender’s or the Borrower’s rights or obligations in respect of such Loans or affect the validity of such transfer by any Lender of its Note.

Appears in 1 contract

Sources: Credit Agreement (Sanchez Midstream Partners LP)

Notes. If requested by a Lender, the (a) The Revolving Loans made by each Bank shall be evidenced by a single promissory note of the Borrower (a “Revolving Note” and, collectively, the “Revolving 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 Revolving Commitment as originally in effect and otherwise duly completed. All Revolving Loans made by each Bank hereunder and all payments and prepayments made on account of the principal thereof, and all conversions of such Revolving Loans shall be recorded by such Bank on the schedule attached to the relevant Revolving Note (provided, that any failure by such Bank to make any such endorsement or any error therein shall not affect the obligations of the Borrower hereunder or under such Revolving Note in respect of such Revolving Loans, nor shall it otherwise affect such Bank’s rights hereunder or under such Revolving Note, including the right to receive repayment). (b) The Swing Line Loans made by the Swing Line Lender shall be evidenced by a single promissory note of the Borrower (the “Swing Line Note”) substantially in substantially the form of Exhibit AA-2 hereto, dated, in the case of (i) any Lender party hereto as of the date of this Agreement, as of dated the Effective Date, and (ii) any other Lender, as payable to the order of the date such Lender becomes a party hereto, payable to such Swing Line Lender in a principal amount equal to its Maximum Credit Amount as in effect on such date, the Swing Line Loan Limit and otherwise duly completed. In the event that any Lender’s Maximum Credit Amount increases or decreases for any reason (whether pursuant to Section 2.06, Section 2.09, Section 12.04(b) or otherwise), the Borrower shall deliver or cause to be delivered, to the extent such Lender is then holding a Note and upon the written request of such Lender, on the effective date of such increase or decrease, a new Note payable to such Lender in a principal amount equal to its Maximum Credit Amount after giving effect to such increase or decrease, and otherwise duly completed. Upon receipt of such replacement Note, such Lender shall return the replaced Note to the Borrower. The date, amount, Type, interest rate and, if applicable, Interest Period of each Loan All Swing Line Loans made by each Lender, the Swing Line Lender hereunder and all payments made and prepayments on account of the principal thereof, thereof shall be recorded by such the Swing Line Lender on its books for its Note, and, prior to any transfer, may be endorsed by such Lender on a the schedule attached to the Swing Line Note (provided, that any failure by the Swing Line Lender to make such Note endorsement or any continuation thereof or on any separate record maintained by such Lender. Failure to make any such notation or to attach a schedule error therein shall not affect any the obligations of the Borrower hereunder or under the Swing Line Note, nor shall it otherwise affect the Swing Line Lender’s rights hereunder or under the Borrower’s rights or obligations in respect of such Loans or affect Swing Line Note, including the validity of such transfer by any Lender of its Noteright to receive repayment).

Appears in 1 contract

Sources: Credit Agreement (National Consumer Cooperative Bank /Dc/)

Notes. If requested by a Lender, the Loans made by such Lender shall be evidenced by a single promissory note of the Borrower in substantially the form of Exhibit A, dated, in the case of (i) any Lender party hereto as of the date of this Agreement, as of the Effective Date, and (ii) any other Lender, as of the date such Lender becomes a party hereto, payable to such Lender in a principal amount equal to its Maximum Credit Amount as in effect on such date, and otherwise duly completed. In the event that any Lender’s Maximum Credit Amount increases or decreases for any reason (whether pursuant to Section ‎Section 2.06, Section ‎Section 2.09, Section ‎Section 12.04(b) or otherwise), the Borrower shall deliver or cause to be delivered, to the extent such Lender is then holding a Note and upon the written request of such Lender, on the effective date of such increase or decrease, a new Note payable to such Lender in a principal amount equal to its Maximum Credit Amount after giving effect to such increase or decrease, and otherwise duly completed. Upon receipt of such replacement Note, such Lender shall return the replaced Note to the Borrower. The date, amount, Type, interest rate and, if applicable, Interest Period of each 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 Note, and, prior to any transfer, may be endorsed by such Lender on a schedule attached to such Note or any continuation thereof or on any separate record maintained by such Lender. Failure to make any such notation or to attach a schedule shall not affect any Lender’s or the Borrower’s rights or obligations in respect of such Loans or affect the validity of such transfer by any Lender of its Note.

Appears in 1 contract

Sources: Credit Agreement (Quicksilver Resources Inc)

Notes. If requested by a Lender, the Loans made by such Lender shall be evidenced by a single promissory note of the Borrower in substantially the form of Exhibit A, dated, in the case of (i) any Lender party hereto as of the date of this Agreement, as of the Effective Datedate of this Agreement, and (ii) any other LenderLender that becomes a party hereto pursuant to an Assignment and Assumption, as of the effective date such of the Assignment and Assumption, or (iii) any Lender that becomes a party heretohereto in connection with an increase in the Aggregate Elected Commitment Amounts pursuant to Section 2.06(c), as of the effective date of such increase, payable to such Lender in a principal amount equal to its Maximum Credit Amount as in effect on such date, and otherwise duly completed. In the event that any Lender’s Maximum Credit Amount increases or decreases for any reason (whether pursuant to Section 2.06, Section 2.09, Section 12.04(b) or otherwise), the Borrower shall deliver or cause to be delivered, to the extent such Lender is then holding a Note and upon the written request of such LenderNote, on the effective date of such increase or decrease, a new Note payable to such Lender in a principal amount equal to its Maximum Credit Amount after giving effect to such increase or decrease, and otherwise duly completed. Upon receipt of such replacement Note, such and each Lender shall return the replaced Note to the BorrowerBorrower the Note so replaced. The date, amount, Type, interest rate and, if applicable, Interest Period of each 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 Note, and, prior to any transfer, may be endorsed by such Lender on a schedule attached to such Note or any continuation thereof or on any separate record maintained by such Lender. Failure to make any such notation or to attach a schedule recordation shall not affect any Lender’s or the Borrower’s rights or obligations in respect of such Loans or affect the validity of such transfer by any Lender of its Note.

Appears in 1 contract

Sources: Credit Agreement (Approach Resources Inc)

Notes. If requested by a Lender, the Any Lender may request that Loans made by such Lender shall it be evidenced by a single promissory note of note. In such event, the Borrower shall prepare, execute and deliver to such Lender a promissory note payable to the order of such Lender in substantially the form of Exhibit A, dated, in the case of (i) any Lender party hereto as of the date of this Agreement, as of the Effective Datedate of this Agreement, and (ii) any other LenderLender that becomes a party hereto pursuant to an Assignment and Assumption, as of the effective date such of the Assignment and Assumption, or (iii) any Lender that becomes a party heretohereto in connection with an increase in the Aggregate Maximum Credit Amounts pursuant to Section 2.06(c), as of the effective date of such increase, 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. In the event that If any Lender’s Maximum Credit Amount increases or decreases for any reason (whether pursuant to Section 2.06, Section 2.09, Section 12.04(b) or otherwise), the Borrower shall deliver or cause to be delivered, to the extent such Lender is then holding a Note and upon the written request of such Lender, delivered on the effective date of such increase or decrease, a new Note payable to such the order of any Lender who requested a Note hereunder in a principal amount equal to its Maximum Credit Amount after giving effect to such increase or decrease, and otherwise duly completed. Upon receipt of such replacement Note, and such Lender shall agrees to promptly thereafter return the replaced previously issued Note to the Borrowerheld by such Lender marked canceled or otherwise similarly defaced. The date, amount, Type, interest rate and, if applicable, Interest Period of each Loan made by each LenderLender that receives a Note, 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, may be endorsed by such Lender on a schedule attached to such Note or any continuation thereof or on any separate record maintained by such Lender. Failure to make any such notation or to attach a schedule shall not affect any Lender’s or the Borrower’s rights or obligations in respect of such Loans or affect the validity of such transfer by any Lender of its Note.

Appears in 1 contract

Sources: Credit Agreement (Resolute Energy Corp)

Notes. If requested by a Lender, the Loans The Loan made by such Lender each Bank under this Agreement shall be evidenced by by, and repaid with interest in accordance with, a single promissory note of the applicable Borrower in substantially the form of Exhibit AEXHIBIT C-1 for Dolphin LLC, datedEXHIBIT C-2 for Fairlane LLC and EXHIBIT C-3 for TOLLC, in duly completed and executed by the case of (i) any Lender party hereto as of the date of this Agreementapplicable Borrower, as of the Effective Date, and (ii) any other Lender, as of the date such Lender becomes a party hereto, payable to such Lender in a principal amount equal to such Bank’s Loan Commitment allocable to such Borrower, payable to such Bank for the account of its Maximum Credit Amount Applicable Lending Office (each such note, as in effect on such datethe same may hereafter be amended, and otherwise duly completed. In the event that modified, extended, severed, assigned, substituted, renewed or restated from time to time, including any Lender’s Maximum Credit Amount increases substitute or decreases for any reason (whether additional note(s) pursuant to Section 2.062.19, Section 2.093.07 or 12.05, Section 12.04(b) or otherwise)a “Note”; all such notes, collectively, the Borrower “Notes”). The Notes shall deliver or cause to mature, and all outstanding principal and accrued interest and other sums thereunder shall be delivered, to the extent such Lender is then holding a Note and upon the written request of such Lenderpaid in full, on the effective date Maturity Date, as the same may be accelerated. Each Bank is hereby authorized by each Borrower to endorse on the schedule attached to the Notes held by it, the amount of such increase or decrease, a new Note payable to such Lender in a principal amount equal to its Maximum Credit Amount after giving effect to such increase or decreaseeach advance, and otherwise duly completed. Upon receipt each payment of principal received by such replacement NoteBank for the account of its Applicable Lending Office(s) on account of its Loan, such Lender shall return which endorsement shall, in the replaced Note absence of manifest error, be conclusive as to the Borrower. The date, amount, Type, interest rate and, if applicable, Interest Period outstanding balance of each the Loan made by each Lender, and all payments made on account of the principal thereof, shall be recorded such Bank. The failure by such Lender on its books for its Note, and, prior to any transfer, may be endorsed by such Lender on a schedule attached to such Note or any continuation thereof or on any separate record maintained by such Lender. Failure Bank to make any such notation notations with respect to its Loan or to attach a schedule each advance or payment shall not limit or otherwise affect the obligations of any Lender’s Borrower under this Agreement, the Notes or the Borrower’s rights or obligations otherwise in respect of such Loans the Loans. In case of any loss, theft, destruction or affect mutilation of any Bank’s Note, the validity applicable Borrower shall, upon its receipt of an affidavit of an officer of such transfer by any Lender Bank as to such loss, theft, destruction or mutilation and an appropriate indemnification (in form and substance reasonably acceptable to such Borrower), execute and deliver a replacement Note to such Bank in the same principal amount and otherwise of its like tenor as the lost, stolen, destroyed or mutilated Note.

Appears in 1 contract

Sources: Secured Revolving Credit Agreement (Taubman Centers Inc)

Notes. If requested by a Lender, Any Lender may request that the Loans made by such Lender shall it be evidenced by a single promissory note of the Borrower in substantially the form of Exhibit A, dated, in the case of (i) any Lender party hereto as of the date of this Agreement, as of the Effective Date, and date of this Agreement or (ii) any other LenderLender that becomes a party hereto pursuant to an Assignment and Assumption, as of the effective date such Lender becomes a party heretoof the Assignment and Assumption, in each case, payable to such Lender or its registered assigns in a principal amount equal to the aggregate principal amount of its Maximum Credit Amount Loans as in effect on such date, and otherwise duly completed. In the event that the aggregate principal amount of any Lender’s Maximum Credit Amount Loans increases or decreases for any reason (whether pursuant to Section 2.062.01, Section 2.09, Section 12.04(b13.04(b) or otherwise), upon the request of such Lender, the Borrower shall deliver or cause to be delivered, to the extent such Lender is then holding a Note and upon the written request of such Lender, delivered on the effective date of such increase or decrease, a new Note payable to such Lender or its registered assigns in a principal amount equal to the aggregate 102120121 principal amount of its Maximum Credit Amount Loans after giving effect to such increase or decrease, and otherwise duly completed. Upon Borrower’s obligation to deliver a Note evidencing Loans for which the Borrower has previously delivered a Note shall be subject to ▇▇▇▇▇▇▇▇’s receipt of such replacement Note, such Lender shall return the previously-delivered Note or satisfactory indemnity therefor in ▇▇▇▇▇▇▇▇’s discretion. The replaced Note shall be deemed cancelled upon delivery from the Borrower to the BorrowerLender of such new Note. The date, amount, Type, interest rate and, if applicable, Interest Period of each 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 Note, and, prior to any transfer, may be endorsed recorded by such Lender on a schedule attached to such Note or any continuation thereof or on any separate record maintained by such Lender. Failure to make any such notation or to attach a schedule shall not affect any Lender’s or the Borrower’s rights or obligations in respect of such Loans or affect the validity of such transfer by any Lender of its Note.

Appears in 1 contract

Sources: Senior Secured Term Loan Credit Agreement (Soundhound Ai, Inc.)

Notes. If requested by a Lender, the Loans (a) The Loan made by such each Lender shall be evidenced by a single promissory note of the Borrower substantially in substantially the form of Exhibit AA hereto, dated, in the case of (i) any Lender party hereto as of dated the date of this Agreement, as of the Effective Date, and (ii) any other Lender, as of the date such Lender becomes a party heretohereof, payable to such Lender in a principal amount equal to the amount of its Maximum Credit Amount Commitment as originally in effect on such date, and otherwise duly completed. In the event that any Lender’s Maximum Credit Amount increases or decreases for any reason . (whether pursuant to Section 2.06, Section 2.09, Section 12.04(bb) or otherwise), the Borrower shall deliver or cause to be delivered, to the extent such Lender is then holding a Note and upon the written request of such Lender, on the effective date of such increase or decrease, a new Note payable to such Lender in a principal amount equal to its Maximum Credit Amount after giving effect to such increase or decrease, and otherwise duly completed. Upon receipt of such replacement Note, such Lender shall return the replaced Note to the Borrower. The date, amount, Type, interest rate and, and duration of each Interest Period (if applicable, Interest Period ) of or for each Loan made by each LenderLender to the Borrower, and all payments each payment made on account of the principal thereof, shall be recorded by such Lender on its books for its Note, and, prior to any transfertransfer of the Note held by it, may be endorsed by such Lender on a the schedule attached to such Note or any continuation thereof or on any separate record maintained by thereof; provided that the failure of such Lender. Failure Lender to make any such notation recordation or to attach a schedule endorsement shall not affect the obligations of the Borrower to make a payment when due of any Lender’s amount owing hereunder or the Borrower’s rights or obligations under such Note in respect of such Loans the Loans. Credit Agreement (c) No Lender shall be entitled to have its Note substituted or affect the validity exchanged for any reason, or subdivided for promissory notes of lesser denominations, except in connection with a permitted assignment of all or any portion of such transfer Lender's Loan and Note pursuant to Section 12.06 hereof or a required assignment of all of such Lender's Loans as contemplated by Section 5.07 hereof (and, (x) if requested by any Lender or in connection with any such required assignment, the Borrower agrees to so exchange any Note and (y) promptly following delivery to any Lender of its Notereplacement Note(s), such Lender (if such Lender is an assigning Lender) agrees to deliver to the Borrower such Lender's existing Note marked canceled).

Appears in 1 contract

Sources: Credit Agreement (Rutherford-Moran Oil Corp)

Notes. If requested (a) The Revolving Credit Loans (other than Registered Loans) made or continued by a Lender, the Loans made by such each Lender shall be evidenced by a single promissory note of the Borrower substantially in substantially the form of Exhibit AA-1 hereto, dated, in the case of (i) any Lender party hereto as of the date of this Agreement, as of dated the Effective Date, and (ii) any other Lender, as of the date such Lender becomes a party hereto, payable to such Lender in a principal amount equal to the amount of its Maximum Revolving Credit Amount Commitment as in effect on such date, the Effective Date and otherwise duly completed. In the event that any Lender’s Maximum Credit Amount increases . (b) The Term Loans (other than Registered Loans) made or decreases for any reason (whether pursuant to Section 2.06, Section 2.09, Section 12.04(b) or otherwise), continued by each Lender shall be evidenced by a single promissory note of the Borrower shall deliver or cause to be deliveredsubstantially in the form of Exhibit A-2 hereto, to dated the extent such Lender is then holding a Note and upon the written request of such LenderEffective Date, on the effective date of such increase or decrease, a new Note payable to such Lender in a principal amount equal to the amount of its Maximum Credit Amount after giving Term Loan Commitment as in effect to such increase or decrease, on the Effective Date and otherwise duly completed. Upon receipt of such replacement Note, such Lender shall return the replaced Note to the Borrower. . (c) The date, amount, Type, interest rate and, and duration of Interest Period (if applicable, Interest Period ) of each Loan of each Class made by each LenderLender to the Borrower, and all payments each payment made on account of the principal thereof, shall be recorded by such Lender on its books for its Note, and, prior to any transfertransfer of any Note evidencing the Loans of such Class held by it, may be endorsed by such Lender on a the schedule attached to such Note or any continuation thereof or on any separate record maintained by thereof; provided that the failure of such Lender. Failure Lender to make any such notation recordation or to attach a schedule endorsement shall not affect the obligations of the Borrower to make a payment when due of any Lender’s amount owing hereunder or the Borrower’s rights or obligations under such Note in respect of such Loans Loans. (d) No Lender shall be entitled to have its Notes substituted or affect the validity exchanged for any reason, or subdivided for promissory notes of lesser denominations, except in connection with a permitted assignment of all or any portion of such transfer Lender's relevant Commitment, Loans and Notes pursuant to Section 12.06 hereof and except as provided in Section 2.07(f) hereof (and, if requested by any Lender, the Borrower agrees to so exchange any Note). (e) Notwithstanding the foregoing, any Lender that is not a U.S. Person and is not a "bank" within the meaning of its Section 881(c)(3)(A) of the Code may request the Borrower (through the Administrative Agent), and the Borrower agrees thereupon, to record on the Register referred to in Section 12.06(g) hereof any Loans of any Class held by such Lender under this Agreement. Loans recorded on the Register ("Registered Loans") may not be evidenced by promissory notes other than Registered Notes as defined below and, upon the registration of any Loan, any promissory note (other than a Credit Agreement Registered Note) evidencing the same shall be null and void and shall be returned to the Borrower. The Borrower agrees, at the request of any Lender that is the holder of Registered Loans, to execute and deliver to such Lender a promissory note in registered form to evidence such Registered Loans (i.e., containing the optional registered note language as indicated in Exhibit A-1 or A-2 hereto, as the case may be) and registered as provided in Section 12.06(g) hereof (herein, a "Registered Note"), dated the date hereof, payable to such Lender and otherwise duly completed. A Loan once recorded on the Register may not be removed from the Register so long as it remains outstanding and a Registered Note may not be exchanged for a promissory note that is not a Registered Note.

Appears in 1 contract

Sources: Credit Agreement (Panavision Inc)

Notes. If requested by a Lender(a) The obligation to repay each Advance together with interest and other charges, the Loans made by such Lender shall be fees and expenses thereon pursuant to this Agreement is evidenced by a single one or more promissory note notes given by Parent Borrower or REO Entity dated as of the Borrower applicable Funding Date, payable to the order of the Bank in substantially the form of Exhibit AF attached hereto (each, datedas from time to time may be amended, in supplemented or otherwise modified, the case of “Note” and collectively, the “Notes”). (ib) any Lender party hereto as of Subject to the date other terms and provisions of this Agreement, as the outstanding principal amount of each Note from day to day outstanding which is not past due shall bear interest at a fluctuating rate per annum equal to the Effective Interest Rate. All computations of interest shall be made on the basis of the actual number of days elapsed and a three hundred sixty (360) day year. (c) In addition to monthly payments of interest due at the Effective DateInterest Rate with respect to each Note, and if the Borrower receives a non-scheduled principal payment or other payment that reduces the Borrower’s Basis (iibut not complete payoff) on any other Lender, as of the date such Lender becomes a party hereto, payable to such Lender in a principal amount equal to its Maximum Credit Amount as in effect on such date, and otherwise duly completed. In the event that any Lender’s Maximum Credit Amount increases or decreases for any reason Collateral Asset (whether pursuant to Section 2.06voluntary, Section 2.09, Section 12.04(b) involuntary or otherwise), the Borrower shall deliver or cause make an additional payment of principal to be delivered, Bank equal to the extent applicable Borrowing Base Percentage multiplied by the amount of such Lender is then holding a partial payment (but not less than the amount required to maintain the Borrowing Base); provided, however, that during the existence of an Event of Default, one hundred percent (100%) of all Net Cash Flow on the Collateral Asset (whether voluntary, involuntary or otherwise) shall be paid to Bank in accordance with the terms and provisions on this Agreement. (d) Accrued and unpaid interest at the Effective Interest Rate applicable to each Note and upon the written request of such Lender, on the effective date of such increase or decrease, a new Note payable to such Lender in a principal amount equal to its Maximum Credit Amount after giving effect to such increase or decrease, and otherwise duly completed. Upon receipt of such replacement any other amounts outstanding under each Note, such Lender shall return including, without limitation, the replaced Note to the Borrower. The date, amount, Type, interest rate and, if applicable, Interest Period payments of each Loan made by each Lender, and all payments made on account of the principal thereofdescribed in Section 2.02(c) above, shall be recorded payable by Parent Borrower or the applicable REO Entity, as applicable, on each Distribution Date, commencing for each applicable Note on the Distribution Date following the issuance of such Lender Note (or the next Distribution Date thereafter if stub interest is collected at closing, as determined by Bank) and continuing on its books each Distribution Date thereafter until the Maturity Date of such Note. (e) On or prior to the Maturity Date applicable for its each Note, and, prior to one final installment of all unpaid principal and any transfer, may accrued interest and all other amounts due under the applicable Note shall be endorsed by such Lender on a schedule attached to such Note or any continuation thereof or on any separate record maintained by such Lender. Failure to make any such notation or to attach a schedule shall not affect any Lender’s or the Borrower’s rights or obligations due and payable in respect of such Loans or affect the validity of such transfer by any Lender of its Notefull.

Appears in 1 contract

Sources: Loan Agreement (Lument Finance Trust, Inc.)

Notes. If requested by a Lender, the Loans made by such each Lender shall be evidenced by a single promissory note of the Borrower in substantially the form of Exhibit AA-1 in the case of a Revolving Loan and in substantially the form of Exhibit A-2 in the case of a Term Loan, dated, in the case of (ia) any Lender party hereto as of the date of this Agreement, as of the Effective Datedate of this Agreement, and (iib) any other LenderLender that becomes a party hereto pursuant to an Assignment and Assumption, as of the effective date such of the Assignment and Assumption, (c) any Lender that becomes a party heretohereto in connection with an increase in the Aggregate Elected Revolving Commitment Amounts pursuant to Section 2.06(c) or in connection with a Term Loan Amendment, as of the effective date of such increase or such Term Loan Amendment, in each case, payable to such Lender in a principal amount equal to to, in the case of a Revolving Lender, its Maximum Credit Amount as in effect on such date, and, in the case of any Term Lender, the principal amount of its Term Loans on such date, and otherwise duly completed. In the event that any Lender’s Maximum Credit Amount or Term Loans increases or decreases for any reason (whether pursuant to Section 2.06, Section 2.09, Section 12.04(b) or otherwise), if requested by such Lender, the Borrower shall deliver or cause to be delivered, to the extent such Lender is then holding a Note and upon the written request of such LenderNote, on the effective date of such increase or decrease, a new Note Note, payable to such Lender in a principal amount equal to to, in the case of a Revolving Lender, its Maximum Credit Amount after giving effect to such increase or decrease, and, in the case of any Term Lender, the principal amount of its Term Loans after giving effect to such increase or decrease, and otherwise duly completed. Upon receipt of such replacement Note, whereupon such Lender shall promptly return the replaced Note to the BorrowerBorrower the previously issued Note held by such Lender. The date, amount, Type, interest rate and, if applicable, Interest Period of each 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 Note, and, prior to any transfer, may be endorsed recorded by such Lender on a schedule attached to such Note or any continuation thereof or on any separate record maintained by such Lender. Failure to make any such notation or to attach a schedule shall not affect any Lender’s or the Borrower’s rights or obligations in respect of such Loans or affect the validity of such transfer by any Lender of its Note.maintained

Appears in 1 contract

Sources: Credit Agreement (Chord Energy Corp)

Notes. If requested by Upon the request of a Lender, the Loans made by such Lender shall be evidenced by a single promissory note of the Borrower in substantially the form of Exhibit A, dated, (i) as of the date of this Agreement in the case of (i) any Lender party hereto as of the date of this Agreement, (ii) as of the Effective Date, effective date of the Assignment and Assumption in the case of any Lender that becomes a party hereto pursuant to an Assignment and Assumption and (iiiii) any other Lender, as of the effective date such of the Additional Lender Agreement in the case of any Additional Lender that becomes a party heretoLender pursuant to such Additional Lender Agreement, in each case payable to such Lender in a principal amount equal to its Maximum Credit Amount as in effect on such date, and otherwise duly completed. In the event that any Lender’s Maximum Credit Amount increases or decreases for any reason (whether pursuant to Section 2.06, Section 2.09, Section 12.04(b) or otherwise), the Borrower shall shall, upon the request of such Lender, deliver or cause to be delivered, to the extent such Lender is then holding a Note and upon the written request of such Lender, delivered on the effective date of such increase or decrease, a new Note payable to such Lender in a principal amount equal to its Maximum Credit Amount after giving effect to such increase or decrease, and otherwise duly completed. Upon receipt of such replacement Note, and such Lender shall promptly return the replaced Note to the BorrowerBorrower the previously issued Note held by such Lender. The date, amount, Type, interest rate and, if applicable, Interest Period of each 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 Note, and, prior to any transfer, may be endorsed by such Lender on a schedule attached to such Note or any continuation thereof or on any separate record maintained by such Lender. Failure to make any such notation or to attach a schedule shall not affect any Lender’s or the Borrower’s rights or obligations in respect of such Loans or affect the validity of such transfer by any Lender of its Note.

Appears in 1 contract

Sources: Credit Agreement (Linn Energy, LLC)

Notes. If requested a Lender shall make a written request to the Administrative Agent and the Borrower to have its Loans evidenced by a Note, then, for each such Lender, the Loans made by such Lender Borrower shall be evidenced by execute and deliver a single promissory note Note of the Borrower in substantially the form of Exhibit A, dated, in the case of (i) any Lender party hereto as of the date of this Agreement, as of the Effective Date, and date of this Agreement or (ii) any other LenderLender that becomes a party hereto pursuant to an Assignment and Assumption, as of the effective date such Lender becomes a party heretoof the Assignment and Assumption, payable to such Lender in a principal amount equal to its Maximum Credit Amount Commitment as in effect on such date, and otherwise duly completed. In Upon request from a Lender, in the event that any such Lender’s Maximum Credit Amount Commitment increases or decreases for any reason (whether pursuant to Section 2.06, Section 2.09, Section 12.04(b) or otherwise), the Borrower shall deliver or cause to be delivered, to the extent such Lender is then holding a Note and upon the written request of such Lender, delivered on the effective date of such increase or decrease, a new Note payable to such Lender in a principal amount equal to its Maximum Credit Amount Commitment after giving effect to such increase or decrease, and otherwise duly completed. Upon receipt of such replacement Note, such Lender shall return the replaced Note to the Borrower. The date, amount, Type, interest rate and, if applicable, Interest Period of each Loan made by each Lender, and all payments made on account of the principal thereof, shall may be recorded by such Lender on its books for its Note, and, prior to any transfer, may be endorsed recorded by such Lender on a schedule attached to such Note or any continuation thereof or on any separate record maintained by such Lender. Failure ; provided that the failure to make any such notation or to attach a schedule shall not affect any Lender’s or the Borrower’s rights or obligations in respect of such Loans or affect the validity of such transfer by any Lender of its Note.

Appears in 1 contract

Sources: Senior Secured Super Priority Debtor in Possession Credit Agreement (Lilis Energy, Inc.)

Notes. If requested a Lender shall make a written request to the Borrower (with a copy to the Administrative Agent) to have its Loans evidenced by a Lenderpromissory note, then the Loans made by such Lender Borrower shall be evidenced by execute and deliver a single promissory note of the Borrower in substantially the form of Exhibit A, dated, in the case of (i) any Lender party hereto as of the date of this Agreement, as of the Effective Date, and (ii) any other Lender, as of the date such Lender becomes a party hereto, payable to such Lender in a principal amount equal to its Maximum Credit Amount as in effect Commitment on such datethe Effective Date, and otherwise duly completed. In the event that any Lender’s Maximum Credit Amount increases or decreases for any reason (whether pursuant to Section 2.06, Section 2.09, Section 12.04(b) or otherwise), the Borrower shall deliver or cause to be delivered, to the extent such Lender is then holding a Note and upon the written request of such Lender, on the effective date of such increase or decrease, a new Note payable to such Lender in a principal amount equal to its Maximum Credit Amount after giving effect to such increase or decrease, and otherwise duly completed. Upon receipt of such replacement Note, such Lender shall return the replaced Note to the Borrower. The date, amount, Type, interest rate and, if applicable, Interest Period of each Loan made by each Lender, and all payments made on account of the principal thereof, shall may be recorded by such Lender on its books for its Note, and, prior to any transfer, may be endorsed by such Lender on a schedule attached to such Note or any continuation thereof or on any separate record maintained by such Lender. Failure ; provided that the failure to make any such notation or to attach a schedule shall not affect any Lender’s or the Borrower’s rights or obligations in respect of such Loans or affect the validity of such transfer by any Lender of its Note. Any Note issued pursuant to this Section 2.02(d) shall, in the event that transactions contemplated by the Prepackaged Plan result in a “significant modification” of the Loans within the meaning of Treasury Regulations Section 1.1001-3 for U.S. federal income tax purposes, and if otherwise applicable, bear the following legend on the face of such Notes: “THIS DEBT INSTRUMENT HAS BEEN ISSUED WITH ORIGINAL ISSUE DISCOUNT FOR UNITED STATES FEDERAL INCOME TAX PURPOSES. FOR INFORMATION REGARDING THE ISSUE PRICE, THE AMOUNT OF ORIGINAL ISSUE DISCOUNT AND THE YIELD TO MATURITY OF THE DEBT INSTRUMENT, PLEASE CONTACT THE BORROWER AT ▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇ ▇▇▇▇▇, ▇▇▇ ▇▇▇▇, ▇▇ ▇▇▇▇▇.

Appears in 1 contract

Sources: Second Lien Credit Agreement (Titan Energy, LLC)