Notes. 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, and (i) in the case of any Lender party hereto as of the date of this Agreement, such Note shall be dated as of the date of this Agreement, (ii) 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, 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 increase, in each case, payable to such Lender in a principal amount equal to its Commitment as in effect on such date, and otherwise duly completed. In the event that any Lender’s Commitment increases or decreases for any reason (whether pursuant to Section 2.06, Section 12.04(b) or otherwise), the Borrower shall, upon request of such Lender, deliver or cause to be delivered on the effective date of such increase or decrease, a new Note payable to such Lender in a principal amount equal to its Commitment after giving effect to such increase or decrease, and otherwise duly completed, against return to the Borrower 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. Upon request of 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, and (i) dated, in the case of (i) any Lender party hereto as of the date of this AgreementEffective Date, such Note shall be dated as of the date of this AgreementEffective Date, (ii) in the case of any Lender that becomes a party hereto pursuant to an Assignment and AssumptionAssumption or amendment or other modification to this Agreement, such Note shall be dated as of the effective date of the Assignment and Assumption, amendment or other modification, as applicable, or (iii) in the case of any Lender that becomes a party hereto in connection with an increase in the Total 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 Commitment Maximum Credit Amount as in effect on such date, and otherwise duly completed. In the event that any Lender’s Commitment Maximum Credit Amount increases or decreases for any reason (whether pursuant to Section 2.06, Section 12.04(b) or otherwise), the Borrower shall, upon request of such Lender, deliver or cause to be delivered delivered, to the extent such Lender is then holding a Note, on the effective date of such increase or decrease, a new Note payable to such Lender in a principal amount equal to its Commitment Maximum Credit Amount after giving effect to such increase or decrease, and otherwise duly completed, against completed and such Lender shall promptly return to the Borrower of the previously issued Note so replacedheld 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 5 contracts
Sources: Credit Agreement (Prairie Operating Co.), Credit Agreement (BKV Corp), Credit Agreement (Prairie Operating Co.)
Notes. Upon request of 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, and (i) dated, 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 Date, and (ii) any other Lender, as of the date of this Agreement, (ii) in the case of any such 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, 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 increase, in each casehereto, payable to such Lender in a principal amount equal to its Commitment Maximum Credit Amount as in effect on such date, and otherwise duly completed. In the event that any Lender’s Commitment 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 shallshall deliver or cause to be delivered, to the extent such Lender is then holding a Note and upon the written request of such Lender, deliver or cause to be delivered on the effective date of such increase or decrease, a new Note payable to such Lender in a principal amount equal to its Commitment Maximum Credit Amount after giving effect to such increase or decrease, and otherwise duly completed. Upon receipt of such replacement Note, against such Lender shall return the replaced Note to the Borrower of the Note so replacedBorrower. 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. (a) Upon request of a 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 Borrower, dated the form of Exhibit A, and (i) in the case of any Lender party hereto as of the date of this Agreement, such Note shall be dated as of the date of this Agreement, (ii) 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, 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 increase, in each caseEffective Date, payable to the order of such Lender in a an aggregate principal amount equal to its Commitment as in effect on such date, and otherwise duly completed. In the event that any Lender’s Commitment increases or decreases for any reason Commitment.
(whether pursuant to Section 2.06, Section 12.04(bb) or otherwise)Upon the Swingline Lender’s request, the Borrower shallRevolving Credit Loans made by the Swingline Lender with respect to Swingline Loans shall be evidenced by a Swingline Note, upon request duly executed on behalf of such the Borrower, dated the Effective Date, payable to the order of the Swingline Lender, deliver or cause to be delivered 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 Commitment after giving effect to such increase or decrease, and otherwise duly completed, against return to the Swingline Loan Ceiling.
(c) Each Lender is hereby authorized by the Borrower 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 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. Upon If a Lender shall make a written request of 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 Adated, 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 date of this Agreement, Closing Date or (ii) 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, 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 increase, in each case, payable to such Lender (and, for avoidance of doubt, its registered assigns) in a principal amount equal to its Commitment 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 Commitment Maximum Credit Amount increases or decreases for any reason (whether pursuant to Section 2.06, Section 12.04(b) or otherwise), the Borrower shall, upon request of such Lender, shall deliver or cause to be 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 Commitment Maximum Credit Amount after giving effect to such increase or decrease, and otherwise duly completed, against return to the Borrower 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 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 4 contracts
Sources: Revolving Credit Agreement (Diversified Energy Co), Revolving Credit Agreement (Diversified Energy Co PLC), Revolving Credit Agreement (Diversified Energy Co PLC)
Notes. Upon request of 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, and (i) dated, in the case of (a) any Lender party hereto as of the date of this Agreement, such Note shall be dated as of the date of this Agreement, (iib) 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, Assumption or (iiic) in the case of any Lender that becomes a party hereto in connection with an increase in the Total 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 Commitment Maximum Credit Amount as in effect on such date, and otherwise duly completed. In the event that any Lender’s Commitment Maximum Credit Amount increases or decreases for any reason (whether pursuant to Section 2.06, Section 12.04(b) or otherwise), the Borrower shall, upon request of such Lender, shall deliver or cause to be delivered delivered, to the extent such Lender is then holding a Note, on the effective date of such increase or decrease, a new Note payable to such Lender in a principal amount equal to its Commitment Maximum Credit Amount after giving effect to such increase or decrease, and otherwise duly completed, against completed and such Lender shall promptly return to the Borrower of the previously issued Note so replacedheld 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. Upon request of 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, and dated, (i) in the case of any Lender party hereto as of the date of this Agreement, such Note shall be dated as of the date of this Agreement, (ii) 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, or (iii) in the case of any Lender that becomes a party hereto in connection with an increase in the Total 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 Commitment Maximum Credit Amount, as in effect on such date, and otherwise duly completed. In the event that any Lender’s Commitment Maximum Credit Amount increases or decreases for any reason (whether pursuant to Section 2.06, Section 12.04(b) or otherwise), the Borrower shall, upon request of such Lender, deliver or cause to be delivered delivered, to the extent such Lender is then holding a Note, on the effective date of such increase or decrease, a new Note Note, payable to such Lender in a principal amount equal to its Commitment Maximum Credit Amount after giving effect to such increase or decrease, and otherwise duly completed, against whereupon such Lender will promptly return to the Borrower of the Note 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. Upon request of 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, and (i) dated, in the case of (i) any Lender party hereto as of the date of this Agreement, such Note shall be dated as of the date of this Agreement, (ii) 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, Assumption or (iii) in the case of any Lender that becomes a party hereto in connection with an increase in the Total Commitment Aggregate Revolving Commitments or Aggregate Term Commitments pursuant to Section 2.06(c), as of the effective date of such increase, in each case, payable to the order of such Lender in a principal amount equal to its Revolving Commitment or Term Commitment as in effect on such date, and otherwise duly completed. In the event that any Lender’s Revolving Commitment or Term Commitment increases or decreases for any reason (whether pursuant to Section 2.06, Section 12.04(b12.04(c) or otherwise), the Borrower shall, upon request of such Lender, 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 Revolving Commitment or Term Commitment after giving effect to such increase or decrease, and otherwise duly completed, against return to the Borrower of the Note so replaced. 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. Upon request of a 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, and (i) and, in the case of any Lender party hereto as of the date of this Agreement, such Note shall be dated as of the date of this Agreement, (ii) or 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, 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 increase, in each case, payable to such Lender in a principal amount equal to its Commitment Maximum Credit Amount as in effect on such date, and otherwise duly completed. In the event that any Lender’s Commitment Maximum Credit Amount increases or decreases for any reason (whether pursuant to Section 2.06, Section 12.04(b) or otherwise), the Borrower shall, upon request of such Lender, deliver or cause to be delivered on the effective date of such increase or decrease, a new Note payable to such Lender in a principal amount equal to its Commitment Maximum Credit Amount after giving effect to such increase or decrease, and otherwise duly completed, against return to the Borrower 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. (a) Upon the request of a 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, and (i) in the case of any Lender party hereto as of the date of this Agreement, such Note shall be dated as of the date of this Agreement, (ii) 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, 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 increase, in each case, Closing Date payable to such Lender in a an aggregate principal amount equal to its Commitment as in effect on such date, and otherwise duly completed. In the event that any Lender’s Commitment increases or decreases for any reason Commitment.
(whether pursuant to Section 2.06, Section 12.04(bb) or otherwise)Upon the request of the Swingline Lender, the Borrower shallRevolving Credit Loans made by the Swingline Lender with respect to Swingline Loans shall be evidenced by a Swingline Note, upon request duly executed on behalf of such the Borrowers, dated the Closing Date, payable to the Swingline Lender, deliver or cause to be delivered 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 Commitment 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, against return to the Borrower 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 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. Upon If a Lender shall make a written request of 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 Adated, 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 date of this Agreement, Agreement or (ii) 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, 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 increase, in each case, payable to such Lender or its registered assigns in a principal amount equal to its Commitment 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 Commitment Maximum Credit Amount increases or decreases for any reason (whether pursuant to Section 2.06, Section 12.04(b) or otherwise), the Borrower shall, upon request of such Lender, shall deliver or cause to be 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 Commitment Maximum Credit Amount after giving effect to such increase or decrease, and otherwise duly completed, against return to the Borrower 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 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. Upon request of a 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, and (i) and, in the case of (i) any Lender party hereto as of the date of this Agreement, such Note shall be dated as of the date of this Agreement, or (ii) 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, 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 increase, in each case, payable to such Lender in a principal amount equal to its Commitment Maximum Credit Amount as in effect on such date, and otherwise duly completed. In the event that any Lender’s Commitment Maximum Credit Amount increases or decreases for any reason (whether pursuant to Section 2.06, Section 12.04(b) or otherwise), the Borrower shall, upon request of such Lender, deliver or cause to be delivered on the effective date of such increase or decrease, a new Note payable to such Lender in a principal amount equal to its Commitment Maximum Credit Amount after giving effect to such increase or decrease, and otherwise duly completed, against return to the Borrower 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. Upon Any Lender may request of a Lender, 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, and (i) as applicable, dated, in the case of (i) any Lender party hereto as of the date of this Agreement, such Note shall be dated as of the date of this Agreement, (ii) 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 such Assignment and Assumption, Assumption or (iii) in the case of any Lender that becomes a party hereto in connection with an increase in the Total Commitment Aggregate Revolving Commitments or Aggregate Term Commitments 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 Revolving Commitment or Term Commitment, as applicable, as in effect on such date, and otherwise duly completed. In the event that any Lender’s Revolving Commitment or Term Commitment increases or decreases for any reason (whether pursuant to Section 2.06, Section 12.04(b12.04(c) or otherwise), at the Borrower shall, upon request of such Lender, the Borrower shall deliver or cause to be 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 Revolving Commitment or Term Commitment after giving effect to such increase or decrease, and otherwise duly completed, against return to the Borrower of the Note so replaced. 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. Upon request of 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, and (i) dated, in the case of (i) any Lender party hereto as of the date of this Agreement, such Note shall be dated as of the date of this Agreement, (ii) 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, or (iii) in the case of any Lender that becomes a party hereto in connection with an increase in the Total Commitment Aggregate Maximum Credit Amounts pursuant to Section 2.06(c), as of the effective date of such increase, in each case, payable to the order of such Lender in a principal amount equal to its Commitment Maximum Credit Amount as in effect on such date, and otherwise duly completed. In the event that any Lender’s Commitment Maximum Credit Amount increases or decreases for any reason (whether pursuant to Section 2.06, Section 12.04(b) or otherwise), the Borrower shall, upon request of such Lender, 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 Commitment Maximum Credit Amount after giving effect to such increase or decrease, and otherwise duly completed, against and such Lender agrees to promptly thereafter return to the Borrower of the previously issued Note so replacedheld 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. Upon request of 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, and (i) dated, in the case of (i) any Lender party hereto as of the date of this AgreementEffective Date, such Note shall be dated as of the date of this AgreementEffective Date, (ii) 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, or (iii) in the case of any Lender that becomes a party hereto in connection with an increase in the Total 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 Commitment Maximum Credit Amount as in effect on such date, and otherwise duly completed. In the event that any Lender’s Commitment Maximum Credit Amount increases or decreases for any reason (whether pursuant to Section 2.06, Section 12.04(b) or otherwise), the Borrower shall, upon request of if requested by such Lender, the Borrower shall deliver or cause to be 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 Commitment Maximum Credit Amount after giving effect to such increase or decrease, and otherwise duly completed, against return to the Borrower 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 NoteLoans.
Appears in 2 contracts
Sources: Credit Agreement (Comstock Resources Inc), Credit Agreement (SM Energy Co)
Notes. Upon request of 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, and (i) dated, in the case of (i) any Lender party hereto as of the date of this Agreement, such Note shall be dated as of the date of this Agreement, (ii) in the case of any Lender that becomes a party hereto pursuant to an Assignment and AssumptionAssumption or amendment or other modification to this Agreement, such Note shall be dated as of the effective date of the Assignment and AssumptionAssumption or other amendment or modification, as applicable, or (iii) in the case of any Lender that becomes a party hereto in connection with an increase in the Total Commitment Aggregate Maximum Credit 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 Commitment Maximum Credit Amount as in effect on such date, and otherwise duly completed. In the event that any Lender’s Commitment Maximum Credit Amount increases or decreases for any reason (whether pursuant to Section 2.06, Section 12.04(b) or otherwise), the Borrower shall, upon request of such Lender, shall deliver or cause to be delivered delivered, to the extent such Lender is then holding a Note, on the effective date of such increase or decrease, a new Note payable to such Lender in a principal amount equal to its Commitment Maximum Credit Amount after giving effect to such increase or decrease, and otherwise duly completed, against and such Lender shall return its prior Note to the Borrower of the Borrower, marked “canceled” (or its equivalent) or an affidavit that such Note so replacedhas 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. Upon request of a Lender, Borrower shall execute and deliver on the Loans made Closing Date to each Lender (or to Administrative Agent for that Lender if requested by such Lender shall be evidenced by Lender) (a) a single promissory note of the Borrower Tranche A Term Loan Note substantially in substantially the form of Exhibit AEXHIBIT V annexed hereto to evidence that Lender's Tranche A Term Loan, in the principal amount of that Lender's Tranche A Term Loan and with other appropriate insertions, (b) a Tranche B Term Loan Note substantially in the form of EXHIBIT VI annexed hereto to evidence that Lender's Tranche B Term Loan, in the principal amount of that Lender's Tranche B Term Loan and with other appropriate insertions, and (ic) a Revolving Note substantially in the case form of EXHIBIT VII annexed hereto to evidence that Lender's Revolving Loans, in the principal amount of that Lender's Revolving Loan Commitment and with other appropriate insertions. Administrative Agent may deem and treat the payee of any Lender party hereto Note as the owner thereof for all purposes hereof unless and until an Assignment Agreement effecting the assignment or transfer thereof shall have been accepted by Administrative Agent as provided in subsection 10.1B(ii). Any request, authorization or consent of any person or entity who, at the date time of this Agreementmaking such request or giving such authority or consent, such is the holder of any Note shall be dated as conclusive and binding on any subsequent holder, assignee or transferee of that Note or of any Note or Notes issued in exchange therefor. If Borrower increases the aggregate principal amount of the date of this AgreementTerm Loans or Revolving Loan Commitments, (ii) in as the case of any Lender that becomes a party hereto may be, pursuant to an Assignment and Assumptionsubsection 2.1A(iv), such Note Borrower shall be dated issue replacement Term Notes or Revolving Notes, as of the effective date of the Assignment and Assumption, or (iii) in the case of any may be, to each Increasing Lender that becomes a party hereto in connection with an increase in the Total Commitment pursuant (or to Section 2.06(c)Administrative Agent for such Increasing Lender) and new Term Notes or Revolving Notes, as of the effective date of such increasecase may be, in to each case, payable to such New Lender in a principal amount equal to its Commitment as in effect on such date, and otherwise duly completed. In the event that any Lender’s Commitment increases or decreases for any reason (whether pursuant to Section 2.06, Section 12.04(b) or otherwise), the Borrower shall, upon request of such Lender, deliver or cause to be delivered on the effective date of such increase or decrease, a new Note payable to such Lender in a principal amount equal to its Commitment after giving effect to such increase or decrease, and otherwise duly completed, against return to the Borrower 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 Administrative Agent for such New 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 (Integrated Defense Technologies Inc), Credit Agreement (Integrated Defense Technologies Inc)
Notes. Upon request of a 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, and and, (i) in the case of any Lender party hereto as of the date of this Agreement, such Note shall be dated as of the date of this Agreement, (ii) in the case of any Additional Lender that becomes a party hereto 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, 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 increase, in each case, payable to such Lender or it registered assigns in a principal amount equal to its Commitment Maximum Credit Amount as in effect on such date, and otherwise duly completed. In the event that any Lender’s Commitment Maximum Credit Amount increases or decreases for any reason (whether pursuant to Section 2.06, Section 12.04(b) ), or otherwise), the Borrower shall, upon request of such Lender, deliver or cause to be delivered on the effective date of such increase or decrease, a new Note payable to such Lender in a principal amount equal to its Commitment Maximum Credit Amount after giving effect to such increase or decrease, and otherwise duly completed, against the return to the Borrower 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. Upon request of 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, and (i) dated, in the case of (i) any Lender party hereto as of the date of this Agreement, such Note shall be dated as of the date of this Agreement, or (ii) in the case of any Lender that becomes a party hereto pursuant to an Assignment and AssumptionAcceptance, 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 increase, in each caseAcceptance, payable to such Lender or its registered assigns in a principal amount equal to its Commitment Maximum Credit Amount as in effect on such date, and otherwise duly completed. In the event that any Lender’s Commitment Maximum Credit Amount increases or decreases for any reason (whether pursuant to Section 2.062.6, Section 12.04(b) 12.5 or otherwise), the Borrower shall, upon request of such Lender, shall deliver or cause to be delivered on the effective date of such increase or decrease, a new Note payable to such Lender in a principal amount equal to its Commitment Maximum Credit Amount after giving effect to such increase or decrease, and otherwise duly completed, against return to the Borrower 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 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. Upon request of 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, and (i) dated, in the case of (i) any Lender party hereto as of the date of this Agreement, such Note shall be dated as of the date of this Agreement, or (ii) in the case of any Lender that becomes a party hereto pursuant to an Assignment and AssumptionAssumption or in an amendment entered into in connection with an increase of the total Commitments pursuant to Section 2.08, such Note shall be dated as of the effective date of the Assignment and Assumption, 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 increase, in each caseamendment, payable to such Lender in a principal amount equal to its Commitment as in effect on such dateCommitment, and otherwise duly completed. In the event that any Lender’s Commitment increases or decreases for any reason (whether pursuant to Section 2.06, Section 2.08, Section 12.04(b) or otherwise), the Borrower shall, upon request of if requested by such Lender, the Borrower shall deliver or cause to be delivered on the effective date of such increase or decrease, a new Note payable to such Lender in a principal amount equal to its Commitment Commitment, as applicable, after giving effect to such increase or decrease, and otherwise duly completed, against return to the Borrower 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 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. Upon The Revolving Credit Loans (other than Swingline Loans) made by each Revolving Credit Lender shall, at the request of a 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, and dated (i) in the case of any Lender party hereto as of the date of this Agreement, such Note shall be dated as of the date of this Agreement, Original Closing Date or (ii) 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 an 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(c12.06(b), as of the effective date of such increase, in each case, payable to the order of such Revolving Credit Lender in a principal amount equal to its Commitment 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 Lender’s Commitment increases or decreases for any reason (whether pursuant to Swingline Lender resulting from the advances under Section 2.06, Section 12.04(b2.01(c) or otherwise), the Borrower shall, upon at the request of such the Swingline Lender, deliver or cause be evidenced by a promissory note of the Borrowers in substantially the form of Exhibit I-3 to be delivered on the effective date of such increase or decreaseOriginal Credit Agreement, a new Note dated the Original Closing Date, payable to such the order of the Swingline Lender in a principal amount equal to its Commitment after giving effect to such increase or decrease, and otherwise duly completed, against return to the Borrower of the Note so replacedSwingline 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. Upon Any Lender may request of a Lender, the 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, and (i) dated, in the case of (i) any Lender party hereto as of the date of this Agreement, such Note shall be dated as of the date of this Agreement, (ii) 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, 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 increase, in each case, payable to the order of such Lender in a principal amount equal to its Commitment Maximum Credit Amount as in effect on such date, and otherwise duly completed. In the event that If any Lender’s Commitment Maximum Credit Amount increases or decreases for any reason (whether pursuant to Section Section 2.06, Section Section 12.04(b) or otherwise), the Borrower shall, upon request of such Lender, shall deliver or cause to be 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 Commitment Maximum Credit Amount after giving effect to such increase or decrease, and otherwise duly completed, against and such Lender agrees to promptly thereafter return to the Borrower of the previously issued Note so replacedheld 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. Upon request of 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, and (i) dated, in the case of (i) any Lender party hereto as of the date of this AgreementEffective Date, such Note shall be dated as of the date of this AgreementEffective Date, (ii) in the case of any Lender that becomes a party hereto pursuant to an Assignment and AssumptionAssumption or amendment or other modification to this Agreement, such Note shall be dated as of the effective date of the Assignment and Assumption, amendment or other modification, or (iii) in the case of any Additional Lender that becomes a party hereto in connection with an increase in the Total Aggregate Elected Commitment Amounts pursuant to Section 2.06(c), as of the effective date of such increase, in each caseas applicable, payable to such Lender or its registered assigns in a principal amount equal to its Commitment Maximum Credit Amount as in effect on such date, and otherwise duly completed. In the event that any Lender’s Commitment Maximum Credit Amount increases or decreases for any reason (whether pursuant to Section 2.06, Section 12.04(b) or otherwise)reason, the Borrower shall, upon request of such Lenderby a Lender then holding a Note, deliver or cause to be delivered delivered, to the extent such Lender is then holding a Note, on the effective date of such increase or decreasedecrease and upon the agreement of such Lender to promptly return or destroy its original Note, a new Note payable to such Lender or its registered assigns in a principal amount equal to its Commitment Maximum Credit Amount after giving effect to such increase or decrease, and otherwise duly completed, against return to the Borrower 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 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 LenderNote(s). 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 NoteNote(s).
Appears in 2 contracts
Sources: Credit Agreement (WhiteHawk Income Corp), Credit Agreement (WhiteHawk Income Corp)
Notes. Upon request of a If requested by 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, and (i) respectively, in each case dated, in the case of (i) any Lender party hereto as of the date of this Agreement, such Note shall be dated as of the date of this Agreement, or (ii) 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, 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 increase, in each case, payable to such Lender or its registered assigns in a principal amount equal to its Commitment the principal amount of the Term Loans held by such Term Lender or any Revolving Credit 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 Revolving Credit Commitment increases or decreases for any reason (whether pursuant to Section 2.06, Section 12.04(b) or otherwise), the Borrower shall, upon request of such Revolving Credit Lender, deliver or cause to be delivered delivered, to the extent such Revolving Credit Lender is then holding a Revolving 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 such Revolving Credit Lender’s Revolving Credit Commitment after giving effect to such increase or decrease, and otherwise duly completed. 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), against return the Borrower shall, upon request of such Term Lender, deliver or cause to be delivered, to the Borrower extent such Term Lender is then holding a Term Loan Note, on the effective date of the such increase, a new Term Loan Note so replacedpayable to such Term Lender or its registered assigns in a principal amount equal to such 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. Upon Any Lender may request of a Lender, the 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, and (i) dated, in the case of (i) any Lender party hereto as of the date of this Agreement, such Note shall be dated as of the date of this Agreement, or (ii) 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, 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 increase, in each case, payable to the order of such Lender in a principal amount equal to its Commitment Maximum Credit Amount as in effect on such date, and otherwise duly completed. In the event that If any Lender’s Commitment Maximum Credit Amount increases or decreases for any reason (whether pursuant to Section 2.06, Section 12.04(b) or otherwise), the Borrower shall, upon request of such Lender, Borrowers shall deliver or cause to be 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 Commitment Maximum Credit Amount after giving effect to such increase or decrease, and otherwise duly completed, against and such Lender agrees to promptly thereafter return to the Borrower of the previously issued Note so replacedheld 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. Upon Any Lender may request of a Lenderthat 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, and (i) as applicable, dated, in the case of (i) any Lender party hereto as of the date of this AgreementInitial Availability Date, such Note shall be dated as of the date of this AgreementInitial Availability Date, (ii) 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 such Assignment and Assumption, Assumption or (iii) in the case of any Lender that becomes a party hereto in connection with an increase in the Total Commitment Aggregate Revolving Commitments 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 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 Revolving Commitment increases or decreases for any reason (whether pursuant to Section 2.06, Section 12.04(b12.04(c) or otherwise), at the Borrower shall, upon request of such Revolving Lender, the Borrower shall deliver or cause to be 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 Revolving Commitment (denominated in US Dollars) after giving effect to such increase or decrease, and otherwise duly completed. 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), against return to the Borrower shall, upon request of such Term Loan Lender, deliver or cause to be delivered, on the effective date of such increase, a new Term Loan Note so replacedpayable to such Term Loan Lender in a principal amount equal to its 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. Upon Any Lender may request of a Lender, the 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 (i) deliver to such Lender a Note, dated, in the case of (i) any Lender party hereto as of the date of this Agreement, such Note shall be dated as of the date of this Agreement, or (ii) 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, 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 increase, in each case, payable to such Lender in a principal amount equal to its Commitment Maximum Credit Amount as in effect on such date, and otherwise duly completed. In the event that any Lender’s Commitment Maximum Credit Amount increases or decreases for any reason (whether pursuant to Section 2.06, Section 12.04(b) or otherwise), and the Borrower shallhad previously delivered such Lender one or more Notes, upon such Lender may request of a new Note, and in such Lender, event the Borrower shall deliver or cause to be delivered on the effective date of such increase or decrease, a new Note payable to such Lender in a principal amount equal to its Commitment Maximum Credit Amount after giving effect to such increase or decrease, and otherwise duly completed, against return to the Borrower of the Note Note(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. Upon Any Lender may request of a Lender, the 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, and (i) dated, in the case of (i) any Lender party hereto as of the date of this AgreementEffective Date, such Note shall be dated as of the date of this AgreementEffective Date, (ii) 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, 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 increase, in each case, payable to the order of such Lender in a principal amount equal to its Commitment Maximum Credit Amount as in effect on such date, and otherwise duly completed. In the event that If any Lender’s Commitment Maximum Credit Amount increases or decreases for any reason (whether pursuant to Section Section 2.06, Section Section 12.04(b) or otherwise), the Borrower shall, upon request of such Lender, shall deliver or cause to be 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 Commitment Maximum Credit Amount after giving effect to such increase or decrease, and otherwise duly completed, against and such Lender agrees to promptly thereafter return to the Borrower of the previously issued Note so replacedheld 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. Upon request of 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, and (i) dated, in the case of (i) any Lender party hereto as of the date of this Agreement, such Note shall be dated as of the date of this Agreement, (ii) 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 assignment and Assumptionassumption, or (iii) in the case of any Lender that becomes a party hereto in connection with an increase in the Total Aggregate Commitment pursuant to Section 2.06(c), as of the effective date of such increase, in each case, payable to the order of such Lender in a principal amount equal to its Commitment as in effect on such date, and otherwise duly completed. In the event that any Lender’s Commitment increases or decreases for any reason (whether pursuant to Section 2.06, Section 12.04(b) or otherwise), the Borrower shall, upon request of such Lender, 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 Commitment after giving effect to such increase or decrease, and otherwise duly completed, against return to the Borrower 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 (St Mary Land & Exploration Co), Credit Agreement (St Mary Land & Exploration Co)
Notes. Upon the request of a any applicable Lender, (a) the Revolver Loans made by such each Revolver Lender shall be evidenced by a single promissory note Revolver Note dated as of the Borrower in substantially the form of Exhibit A, and (i) in the case of any Lender party hereto as of the date of this Agreement, such Note shall be dated as of the date of this Agreement, Closing Date or (ii) in the case effective date of any Lender that becomes a party hereto pursuant to an Assignment and Assumption, such Note shall be dated as of payable to 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 order of such increase, in each case, payable to such Revolver Lender in a principal amount equal to its Commitment Maximum 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 Commitment 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 12.04(bii) or otherwise), the Borrower shall, upon request of such Lender, deliver or cause to be delivered 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 Commitment after giving Maximum Term Loan Amount as originally in effect to such increase or decrease, and otherwise duly completed, against return completed and such substitute Term Loan Notes as required by Section 12.06; and (c) the Swingline Loan made by the Swingline Lender shall be evidenced by a Swingline Note in a principal amount equal to the Borrower of the Note so replacedits 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. Upon request of 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, and (i) dated, in the case of (i) any Lender party hereto as of the date of this Agreement, such Note shall be dated as of the date of this Agreement, (ii) in the case of any Lender that becomes a party hereto pursuant to an Assignment and AssumptionAssumption or amendment or other modification to this Agreement, such Note shall be dated as of the effective date of the Assignment and AssumptionAssumption or other amendment or modification, as applicable, or (iii) in the case of any Lender that becomes a party hereto in connection with an increase in the Total Commitment Aggregate Commitments pursuant to Section 2.06(c2.07(c), as of the effective date of such increase, in each case, payable to such Lender in a principal amount equal to its Commitment as in effect on such date, and otherwise duly completed. In the event that any Lender’s Commitment increases or decreases for any reason (whether pursuant to Section 2.062.07, Section 12.04(b) or otherwise), the Borrower shall, upon request of such Lender, shall deliver or cause to be delivered on delivered, to the effective date of extent such increase or decreaseLender is then holding a Note, a new Note payable to such Lender in a principal amount equal to its Commitment after giving effect to such increase or decrease, and otherwise duly completed, against and such Lender shall return its prior Note to the Borrower of the Borrower, marked “canceled” (or its equivalent) or an affidavit that such Note so replacedhas 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. Upon If a Lender shall make a written request of 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 Adated, 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 date of this Agreement, (ii) 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, Assumption or (iii) in the case of any Additional Lender that becomes a party hereto in connection with an increase in the Total Aggregate Elected Commitment Amount pursuant to Section 2.06(c), as of the effective date of such increase, in each caseas applicable, payable to such Lender (and, for avoidance of doubt, its registered assigns) in a principal amount equal to its Commitment 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 Commitment Maximum Credit Amount increases or decreases for any reason (whether pursuant to Section 2.06, Section 12.04(b) or otherwise), the Borrower shall, upon request of such Lender, shall deliver or cause to be 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 Commitment Maximum Credit Amount after giving effect to such increase or decrease, and otherwise duly completed, against return to the Borrower 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 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. 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 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, and dated (i) as of the date of this Agreement in the case of any Lender party hereto as of the date of this Agreement, such Note shall be dated (ii) as of the effective date of this Agreement, (ii) the Assignment and Assumption 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, Assumption or (iii) in the case of any Lender that becomes a party hereto in connection with an increase in the Total Aggregate Elected Commitment Amount pursuant to Section 2.06(c)) or in connection with a Term Loan Amendment, as of the effective date of such increaseincrease or such Term Loan Amendment, in each case, case payable to such Lender in a principal amount equal to (A) in the case of a Revolving Lender, its Elected Commitment as in effect on such date and (B) in the case of a Term Lender, the principal amount of its Term Loans on such date, and otherwise duly completed. In the event that any Lender’s Elected Commitment or Term Loans increases or decreases for any reason (whether pursuant to Section 2.06, Section 12.04(b) or otherwise), the Borrower shall, upon the request of such Lender, deliver or cause to be delivered on the effective date of such increase or decrease, a new Note payable to such Lender in a principal amount equal to its Elected Commitment or its Term Loans, as applicable, after giving effect to such increase or decrease, and otherwise duly completed, against and such Lender shall promptly return to the Borrower of the previously issued Note so replacedheld 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 2 contracts
Sources: Credit Agreement (Northern Oil & Gas, Inc.), Credit Agreement (Northern Oil & Gas, Inc.)
Notes. Upon Any Lender may request of a Lender, the 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, and (i) dated, in the case of (i) any Lender party hereto as of the date of this Agreement, such Note shall be dated as of the date of this Agreement, or (ii) 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, 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 increase, in each case, payable to the order of such Lender in a principal amount equal to its Commitment Maximum Credit Amount as in effect on such date, and otherwise duly completed. In the event that If any Lender’s Commitment 's Maximum Credit Amount increases or decreases for any reason (whether pursuant to Section 2.06, Section 12.04(b) or otherwise), the Borrower shall, upon request of such Lender, shall deliver or cause to be 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 Commitment Maximum Credit Amount after giving effect to such increase or decrease, and otherwise duly completed, against and such Lender agrees to promptly thereafter return to the Borrower of the previously issued Note so replacedheld 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. Upon request of 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, and (i) respectively, in each case dated, in the case of (i) any Lender party hereto as of the date of this Agreement, such Note shall be dated as of the date of this Agreement, or (ii) 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, 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 increase, in each case, 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, as applicable, as in effect on such date, and otherwise duly completed. In the event that any Revolving Credit Lender’s Commitment Maximum Revolving Credit Amount increases or decreases for any reason (whether pursuant to Section 2.062.07, Section 12.04(b) or otherwise), the Borrower shall, upon request of such Lender, deliver or cause to be delivered delivered, to the extent such Revolving Credit Lender is then holding a Revolving 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 Commitment Maximum Revolving Credit Amount after giving effect to such increase or decrease, and otherwise duly completed, against whereupon such Lender will promptly return to the Borrower the Notes so replaced. 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 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 will promptly return to the Borrower 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. Upon request of 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 AA-1 in case of a Revolving Loan and in substantially the form of Exhibit A-2 in the case of a Term Loan, and dated, (i) in the case of any Lender party hereto as of the date of this Agreement, such Note shall be dated as of the date of this Agreement, (ii) 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, or (iii) in the case of any Lender that becomes a party hereto in connection with an increase in the Total Aggregate Elected Revolving Commitment Amount pursuant to Section 2.06(c)) or in connection with a Term Loan Amendment, as of the effective date of such increaseincrease 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 Commitment 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 Commitment Maximum Credit Amount or Term Loans increases or decreases for any reason (whether pursuant to Section 2.06, Section 12.04(b) or otherwise), the Borrower shall, upon request of such Lender, deliver or cause to be delivered delivered, to the extent such Lender is then holding a Note, on the effective date of such increase or decrease, a new Note Note, payable to such Lender in a principal amount equal 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 Commitment Term Loans after giving effect to such increase or decrease, and otherwise duly completed, against whereupon such Lender will promptly return to the Borrower of the Note 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 2 contracts
Sources: Credit Agreement (Permian Resources Corp), Credit Agreement (Permian Resources Corp)
Notes. Upon request of 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, and (i) in the case of any Lender party hereto as of the date of this Agreement, such Note shall be dated as of the date of this Agreement, (ii) 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, 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 increase, in each case, payable to such Lender in a principal amount equal to its Commitment as in effect on such date, applicable Borrowing and otherwise duly completed. In the event that any Lender’s Commitment increases or decreases for any reason (whether pursuant to Section 2.06, Section 12.04(b) or otherwise)case of an assignment whereby the assigning Lender retains a portion of its Loans, the Borrower shall, upon request of shall also execute and deliver to such assigning Lender, deliver or cause in exchange for the existing Note evidencing the Loans so assigned theretofore delivered to be delivered on the effective date of such increase or decreaseassigning Lender pursuant 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 Commitment after giving effect to such increase or decreaseassigning Lender, dated as of the date of the applicable Borrowing and otherwise duly completed, against return to the Borrower of the Note so replaced. 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. Upon If a Lender shall make a written request of 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 of the Borrower in substantially the form of Exhibit A, and (i) dated, in the case of (i) any Lender party hereto as of the date of this Agreement, such Note shall be dated as of the date of this Agreement, (ii) 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, or (iii) in the case of any Lender that becomes a party hereto in connection with an increase in the Total 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 Elected Commitment Amount as in effect on such date, and otherwise duly completed. In the event that any Lender’s Elected Commitment Amount increases or decreases for any reason (whether pursuant to Section 2.06, Section 12.04(b) or otherwise), the Borrower shall, upon request of such Lender, shall deliver or cause to be delivered on the effective date of such increase or decrease, a new Note payable to such Lender in a principal amount equal to its Elected Commitment Amount after giving effect to such increase or decrease, and otherwise duly completed, against provided that such Lender shall promptly thereafter return to the Borrower of the previously issued Note so replacedheld 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 1 contract
Notes. Upon The Revolving Credit Loans (other than Swingline Loans) made by each Revolving Credit Lender shall, at the request of a such Revolving Credit Lender, the Loans made by such Lender shall be evidenced by a single promissory note of the Borrower in substantially the form of Exhibit AI-1, and dated (i) in the case of any Lender party hereto as of the date of this Agreement, such Note shall be dated as of the date of this Agreement, Closing Date or (ii) 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 an 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(c12.06(b), as of the effective date of such increase, in each case, payable to the order of such Revolving Credit Lender in a principal amount equal to its Commitment 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 Borrower in substantially the form of Exhibit I-2, dated as of (i) the Closing 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 Commitment increases or decreases for any reason (whether pursuant to Section 2.06, Section 12.04(b) or otherwise), be evidenced by a promissory note of the Borrower shallin substantially the form of Exhibit I-3, upon request of such Lenderdated the Closing Date, deliver or cause to be delivered 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 Commitment after giving effect to such increase or decrease, and otherwise duly completed, against return to the Borrower of the Note so replacedSwingline 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 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
Notes. Upon The Revolving Credit Loans (other than Swingline Loans) made by each Re- volving Credit Lender shall, at the request of a 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, and dated (i) in the case of any Lender party hereto as of the date of this Agreement, such Note shall be dated as of the date of this Agreement, Origi- nal Closing Date or (ii) 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 an 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(c12.06(b), as of the effective date of such increase, in each case, payable to the order of such Revolving Credit Lender in a principal amount equal to its Commitment 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 Restate- ment 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 Lender’s Commitment increases or decreases for any reason (whether pursuant to Swingline Lender resulting from the advances under Section 2.06, Section 12.04(b2.01(c) or otherwise), the Borrower shall, upon at the request of such the Swingline Lender, deliver or cause be evidenced by a promissory note of the Borrowers in substantially the form of Exhibit I-3 to be delivered on the effective date of such increase or decreaseOriginal Credit Agreement, a new Note dated the Original Closing Date, payable to such the order of the Swingline Lender in a principal amount equal to its Commitment after giving effect to such increase or decrease, and otherwise duly completed, against return to the Borrower of the Note so replacedSwingline Commit- ment. The date, amount, Type, interest rate and, if applicable, and Interest Period of each Loan made by each Lender, and all payments pay- ments 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 1 contract
Notes. Upon request of 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, and (i) dated, in the case of (i) any Lender party hereto as of the date of this Agreement, such Note shall be dated as of the date of this Agreement, or (ii) 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, 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 increase, in each case, payable to the order of such Lender in a principal amount equal to its Commitment (or, following the Effective Date, its Loan) as in effect on such date, and otherwise duly completed. In the event that any Lender’s Commitment increases or decreases for any reason (whether pursuant to Section 2.06, Section 12.04(b) or otherwise), the Borrower shall, upon request of such Lender, 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 (or at the option of each Lender, a modification of the existing Note payable to the order of such Lender) in a principal amount equal to its Commitment (or, following the Effective Date, its Loan) after giving effect to such increase or decrease, and otherwise duly completed, against return to the Borrower 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: Term Loan Agreement (Vanguard Natural Resources, LLC)
Notes. Upon Any Lender may request of a Lender, the 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 or its registered assigns in substantially the form of Exhibit A, and (i) dated, in the case of (i) any Lender party hereto as of the date of this Agreement, such Note shall be dated as of the date of this Agreement, Agreement and (ii) 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, 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 increase, in each case, payable to such Lender or its registered assigns in a principal amount equal to its Commitment as in effect the Loan held by such Lender on such date, and otherwise duly completed. In If the event that amount of any Lender’s Commitment increases or decreases Loan is decreased for any reason (whether pursuant to Section 2.06, Section 12.04(b) or otherwise), the Borrower shall, shall upon request of such Lender, deliver or cause to be 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 Commitment the amount of any Lender’s Loan after giving effect to such increase or decrease, and otherwise duly completed, against and such Lender agrees to promptly thereafter return to the Borrower of the previously issued Note so replacedheld 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 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
Notes. Upon Any Lender may request of a Lender, the that Loans made by such Lender shall it be evidenced by a single promissory note of the Borrower in substantially the form of Exhibit A, and (i) dated, in the case of any Lender party hereto as of the date of this Agreement, such Note shall be dated as of the date of this Agreement, (ii) in the case of or 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, 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 increase, in each case, payable to such Lender or its registered assigns in a principal amount equal to its Commitment Maximum Credit Amount as in effect on such date, and otherwise duly completed. In the event that any Lender’s Commitment Maximum Credit Amount increases or decreases for any reason (whether pursuant to Section 2.06, Section 12.04(b) or otherwise), upon the Borrower shall, upon request of such Lender, the Borrower shall deliver or cause to be 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 Commitment Maximum Credit Amount after giving effect to such increase or decrease, and otherwise duly completedcompleted and, against upon request by the Borrower, such Lender shall promptly return to the Borrower of the previously issued Note so replacedheld 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 (Berry Corp (Bry))
Notes. Upon request of If requested by a Lender, the Loans made by such Lender shall each be evidenced by a single promissory note Note of the Borrower in substantially the form of Exhibit ABorrower, and (i) dated, in the case of (i) any Lender party hereto as of the date of this Agreement, such Note shall be dated as of the date of this Agreement, (ii) any Lender that becomes a party hereto in connection with an increase in the case of Aggregate Elected Commitments pursuant to Section 2.06(c) or (iii) 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, 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 increase, in each case, payable to such Lender in a principal amount equal to its Commitment Maximum Credit Amount as in effect on such date, and otherwise duly completed. In Upon request from a Lender and upon the return of the Note issued to it, or in the case of any loss, theft or destruction of any such Note, a lost note affidavit in customary form, in the event that any such Lender’s Commitment Maximum Credit Amount increases or decreases for any reason (whether pursuant to Section 2.06, Section 12.04(b) or otherwise), the Borrower shall, upon request of such Lender, shall deliver or cause to be delivered on the effective date of such increase or decrease, a new Note payable to such Lender in a principal amount equal to its Commitment Maximum Credit Amount after giving effect to such [Credit Agreement] increase or decrease, and otherwise duly completed, against return to the Borrower of the Note so replaced. The date, amount, Type, interest rate and, if applicable, Interest Period of each Loan made by each such 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. Upon request of the Borrower, promptly following Payment in Full, each Lender shall return to the Borrower any Note issued to it, or in the case of any loss, theft or destruction of any such Note, a lost note affidavit in customary form.
Appears in 1 contract
Notes. Upon request of 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, and (i) dated, in the case of (i) any Lender party hereto as of the date of this Agreement, such Note shall be dated as of the date of this Agreement, or (ii) 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, 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 increase, in each case, payable to the order of such Lender in a principal amount equal to its Commitment as in effect on such date, and otherwise duly completed. In the event that any Lender’s Commitment increases or decreases for any reason (whether pursuant to Section 2.06, Section 12.04(b) or otherwise), the Borrower shall, upon request of such Lender, 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 Commitment after giving effect to such increase or decrease, and otherwise duly completedcompleted (and the prior Note shall be destroyed or, against return upon request of the Borrower, returned to the Borrower of with an indication that the Note so replacedsame has been discharged). 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 (Rex Energy Corp)
Notes. Upon request of a Lender, the The Loans made by such Lender the Lenders shall be evidenced by a single promissory note note, executed and delivered by the Borrowers, payable to the order of the Borrower each Lender in substantially the form of Exhibit A, and (i) dated, in the case of (i) any Lender party hereto as of the date of this Agreement, such Note shall be dated as of the date of this Agreement, (ii) 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, or (iii) in the case of any Lender that becomes a party hereto in connection with an increase in the Total Commitment Aggregate Maximum Credit Amount pursuant to Section 2.06(c), as of the effective date of such increase, in each case, payable to the order of such Lender in a principal amount equal to its Commitment Maximum Credit Amount as in effect on such date, and otherwise duly completed. In the event that If any Lender’s Commitment Maximum Credit Amount increases or decreases for any reason (whether pursuant to Section 2.062.06(c), Section 12.04(b) or otherwise), the Borrower shall, upon request of such Lender, Borrowers shall deliver or cause to be delivered on the effective date of such increase or decrease, a new Note payable to the order of such Lender in a principal amount equal to its Commitment Maximum Credit Amount after giving effect to such increase or decrease, and otherwise duly completed, against and such Lender agrees to promptly thereafter return to the Borrower of the previously issued Note so replacedheld 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 CHAPARRAL ENERGY, L.L.C. SEVENTH RESTATED CREDIT AGREEMENT 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 1 contract
Notes. Upon Any Lender may request of a Lender, that the Loans made by such Lender shall be evidenced by a single promissory note of the Borrower in substantially the form of Exhibit ANote dated, and (i) in the case of (i) any Lender party hereto as of the date of this AgreementInitial Availability Date, such Note shall be dated as of the date of this AgreementInitial Availability Date, (ii) 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 such Assignment and Assumption, Assumption or (iii) in the case of any Lender that becomes a party hereto in connection with an increase in the Total Commitment Aggregate Commitments 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 Commitment as in effect on such date, and otherwise duly completed. In the event that any Lender’s Commitment increases or decreases for any reason (whether pursuant to Section 2.06, Section 12.04(b12.04(c) or otherwise), at the Borrower shall, upon request of such Lender, the Borrower shall deliver or cause to be delivered on the effective date of such increase or decrease, a new Note payable to such Lender in a principal amount equal to its Commitment after giving effect to such increase or decrease, and otherwise duly completed, against return to the Borrower of the Note so replaced. 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 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
Notes. Upon request of 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, and (i) dated, in the case of (i) any Lender party hereto as of the date of this Agreement, such Note shall be dated as of the date of this Agreement, Agreement or (ii) 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, 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 increase, in each case, payable to the order of such Lender in a principal amount equal to the principal amount of its Commitment (or if such Commitments have terminated, the aggregate principal amount of such Lender’s Loans) as in effect on of such date, and otherwise duly completed. In the event that any Lender’s Commitment increases or decreases for any reason (whether pursuant to Section 2.06, Section 12.04(b) or otherwise)2.07, the Borrower shall, upon request of such Lender, shall deliver or cause to be delivered on the effective date of such increase or decreaseincrease, a new Note payable to such Lender in a principal amount equal to its Commitment and outstanding Loans after giving effect to such increase or decreaseincrease, and otherwise duly completedcompleted (and the prior Note shall be destroyed or, against return upon request of the Borrower, returned to the Borrower of with an indication that the Note so replacedsame has been discharged). 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
Notes. Upon request of 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, and (i) dated, in the case of (i) any Lender party hereto as of the date of this Agreement, such Note shall be dated as of the date of this Agreement, (ii) 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, or (iii) in the case of any Lender that becomes a party hereto in connection with an increase in the Total Commitment Aggregate Maximum Revolving Credit 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 Commitment Maximum Revolving Credit Amounts as in effect on such date, and otherwise duly completed. In the event that any Lender’s Commitment Maximum Revolving Credit Amount or Maximum Term Loan Amount increases or decreases for any reason (whether pursuant to Section 2.06, Section 12.04(b) or otherwise), the Borrower shall, upon request of such Lender, shall deliver or cause to be delivered on the effective date of such increase or decrease, a new Note payable to such Lender in a principal amount equal to its Commitment Maximum Revolving Credit Amount or Maximum Term Loan Amount, as applicable, after giving effect to such increase or decrease, and otherwise duly completed, against return to the Borrower 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
Notes. Upon request of 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, and (i) dated, in the case of (i) any Lender party hereto as of the date of this Agreement, such Note shall be dated as of the date of this Agreement, (ii) 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, or (iii) in the case of any Lender that becomes a party hereto in connection with an increase in the Total 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 Commitment Maximum Credit Amount as in effect on such date, and otherwise duly completed. In the event that any Lender’s Commitment Maximum Credit Amount increases or decreases for any reason (whether pursuant to Section 2.06, Section 12.04(b) or otherwise), the Borrower shall, upon request of such Lender, shall deliver or cause to be delivered delivered, to the extent such Lender is then holding a Note, on the effective date of such increase or decrease, a new Note payable to such Lender in a principal amount equal to its Commitment Maximum Credit Amount after giving effect to such increase or decrease, and otherwise duly completed, against and each Lender shall return to the Borrower 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 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
Notes. Upon request of 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-1 and Exhibit A-2, and (i) respectively, in each case dated, in the case of (i) any Lender party hereto as of the date of this Agreement, such Note shall be dated as of the date of this Agreement, or (ii) 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, 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 increase, in each case, payable to such Lender or its registered assigns in a principal amount equal to the principal amount of the Term Loan held by such Term Lender or its Commitment Maximum Revolving Credit Amount, as applicable, as in effect on such date, and otherwise duly completed. In the event that any Revolving Credit Lender’s Commitment Maximum Revolving Credit Amount increases or decreases for any reason (whether pursuant to Section 2.06, Section 12.04(b) or otherwise), the Borrower shall, upon request of such Revolving Credit Lender, deliver or cause to be delivered delivered, to the extent such Revolving Credit Lender is then holding a Revolving 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 Commitment Maximum Revolving Credit Amount after giving effect to such increase or decrease, and otherwise duly completed. 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), against return the Borrower shall, upon request of such Term Lender, deliver or cause to be delivered, to the Borrower extent such Term Lender is then holding a Term Loan Note, on the effective date of the such increase, a new Term Loan Note so replacedpayable to such Term Lender or its registered assigns in a principal amount equal to its 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 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 1 contract
Notes. Upon request of 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, and (i) dated, in the case of (i) any Lender party hereto as of the date of this Agreement, such Note shall be dated as of the date of this Agreement, (ii) 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 assignment and Assumptionassumption, or (iii) in the case of any Lender that becomes a party hereto in connection with an increase in the Total Aggregate Commitment pursuant to Section 2.06(c), as of the effective date of such increase, in each case, payable to the order of such Lender in a principal amount equal to its Commitment as in effect on such date, and otherwise duly completed. In the event that any Lender’s 's Commitment increases or decreases for any reason (whether pursuant to Section 2.06, Section 12.04(b) or otherwise), the Borrower shall, upon request of such Lender, 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 Commitment after giving effect to such increase or decrease, and otherwise duly completed, against return to the Borrower 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 '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
Notes. Upon request of 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 to such Lender in substantially the form of Exhibit A, and (i) dated, in the case of (i) any Lender party hereto as of the date of this Agreement, such Note shall be dated as of the date of this Agreement, or (ii) 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, 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 increase, in each case, payable to the order of such Lender in a principal amount equal to its Commitment as in effect on such dateCommitment, and otherwise duly completed. In the event that any Lender’s Commitment increases or decreases for any reason (whether pursuant to Section 2.06, Section 12.04(b12.04(a) or otherwise), the Borrower shall, upon request of if requested by such Lender, 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 Commitment Commitment, after giving effect to such increase or decrease, and otherwise duly completed, against completed and such Lender agrees to promptly return to the Borrower of the previously issued Note so replacedheld by such Lender marked cancelled 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 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 1 contract
Notes. Upon request of 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 Adated, 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 date of this Agreement, Agreement or (ii) in the case of any Lender that becomes a party hereto pursuant to an Assignment and AssumptionAssumption or amendment or other modification to this Agreement, such Note shall be dated as of the effective date of the Assignment and Assumption, 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)other amendment or modification, as applicable. Any such promissory note evidencing Tranche A Loans made by a Tranche A Lender shall be in substantially the form of the effective date of such increase, in each caseExhibit A-1, payable to such Tranche A Lender in a principal amount equal to its such Lender’s Tranche A Commitment or Tranche A Credit Exposure as in effect on such datethe date described in the foregoing sentence, and otherwise duly completedany such promissory note evidencing Tranche B Loans made by a Tranche B Lender shall be in substantially the form of Exhibit A-2, payable to such Tranche B Lender in a principal amount equal to such Lender’s Tranche B Commitment or Tranche B Credit Exposure as in effect on the date described in the foregoing sentence. In the event that any Lender’s Commitment or Credit Exposure with respect to any Class increases or decreases for any reason (whether pursuant to Section 2.062.07, Section 12.04(b) or otherwise), the Borrower shall, upon request of such Lenderif requested by any Lender then holding a Note, deliver or cause to be delivered on the effective date of such increase or decrease, a new Note payable to such Lender in a principal amount equal to its such Lender’s Commitment or Credit Exposure with respect to such Class after giving effect to such increase or decrease, and otherwise duly completed, against and such Lender shall return its prior Note to the Borrower of the Borrower, marked “canceled” (or its equivalent) or an affidavit that such Note so replacedhas been lost and (in any event) has been canceled. The date, amount, Class, 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
Notes. Upon Any Lender may request of a Lender, 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, and (i) dated, in the case of (i) any Lender party hereto as of the date of this Agreement, such Note shall be dated as of the date of this Agreement, or (ii) 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, 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 increase, in each case, payable to such Lender in a principal amount equal to its Commitment Maximum Credit Amount as in effect on such date, and otherwise duly completed. In the event that any Lender’s Commitment Maximum Credit Amount increases or decreases for any reason (whether pursuant to Section 2.06, Section 12.04(b) or otherwise), upon the Borrower shall, upon request of such Lender, the Borrower shall deliver or cause to be delivered on the effective date of such increase or decrease, a new Note payable to such Lender in a principal amount equal to its Commitment Maximum Credit Amount after giving effect to such increase or decrease, and otherwise duly completedcompleted and, against upon request of the Borrower, such Lender shall promptly return to the Borrower of the previously issued Note so replacedheld 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
Notes. Upon Any Lender may request of a Lender, that the Loans made by such Lender it shall be evidenced by a single promissory note of the Borrower in substantially the form of Exhibit A, and (i) dated, in the case of (i) any Lender party hereto as of the date of this Agreement, such Note shall be dated as of the date of this Agreement, or (ii) 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, 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 increase, in each case, payable to such Lender in a principal amount equal to its Commitment Maximum Credit Amount as in effect on such date, and otherwise duly completed. In the event that any Lender’s Commitment Maximum Credit Amount increases or decreases for any reason (whether pursuant to Section 2.06, Section 12.04(b) or otherwise), the Borrower shall, upon request of such Lender, shall deliver or cause to be delivered on the effective date of such increase or decrease, a new Note payable to such Lender in a principal amount equal to its Commitment Maximum Credit Amount after giving effect to such increase or decrease, and otherwise duly completedcompleted (and the prior Note shall be destroyed or, against return upon request of the Borrower, returned to the Borrower of with an indication that the Note so replacedsame has been discharged). 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 (Rex Energy Corp)
Notes. Upon Any Lender may request of a Lender, the 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, and (i) dated, in the case of (i) any Lender party hereto as of the date of this Agreement, such Note shall be dated as of the date of this Agreement, Agreement (subject to clause (ii) in the case of this section), or (ii) any Lender that becomes a party hereto or that has its Commitment increased 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 increase, in each case, payable to the order of such Lender in a principal amount equal to its Commitment as in effect on such date, and otherwise duly completed. In the event that If any Lender’s Commitment increases or decreases for any reason (whether pursuant to Section 2.06, Section 12.04(b) or otherwise), the Borrower shall, upon request of such Lender, shall deliver or cause to be 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 Commitment after giving effect to such increase or decrease, and otherwise duly completed, against and such Lender agrees to promptly thereafter return to the Borrower of the previously issued Note so replacedheld 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
Notes. Upon Any Lender may request that its participation in Letters of a Lender, the Loans made by such Lender shall Credit and Borrower’s reimbursements related thereto 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, and (i) dated, in the case of (i) any Lender party hereto as of the date of this Agreement, such Note shall be dated as of the date of this Agreement, (ii) 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, 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 increase, in each case, payable to the order of such Lender in a principal amount equal to its Commitment as in effect on such date, and otherwise duly completed. In the event that If any Lender’s Commitment increases or decreases for any reason (whether pursuant to Section 2.06, Section 12.04(b) or otherwise), the Borrower shall, upon request of such Lender, shall deliver or cause to be 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 Commitment after giving effect to such increase or decrease, and otherwise duly completed, against and such Lender agrees to promptly thereafter return to the Borrower of the previously issued 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 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 marked canceled 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 Noteotherwise similarly defaced.
Appears in 1 contract
Sources: Letter of Credit Facility Agreement (Black Elk Energy Finance Corp.)
Notes. Upon Any Lender may request of a Lender, the 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, and (i) dated, in the case of (i) any Lender party hereto as of the date of this Agreement, such Note shall be dated as of the date of this Agreement, (ii) 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, 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 increase, in each case, payable to the order of such Lender in a principal amount equal to its Commitment Maximum Credit Amount as in effect on such date, and otherwise duly completed. In the event that If any Lender’s Commitment Maximum Credit Amount increases or decreases for any reason (whether pursuant to Section 2.06, Section 12.04(b) or otherwise), the Borrower shall, upon request of such Lender, shall deliver or cause to be 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 Commitment Maximum Credit Amount after giving effect to such increase or decrease, and otherwise duly completed, against and such Lender agrees to promptly thereafter return to the Borrower of the previously issued Note so replacedheld 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
Notes. Upon request of 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, EXHIBIT C-2 for Fairlane LLC and (i) in EXHIBIT C-3 for TOLLC, duly completed and executed by the case of any Lender party hereto as of the date of this Agreementapplicable Borrower, such Note shall be dated as of the date of this Agreement, (ii) 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, 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 increase, in each case, 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 Commitment Applicable Lending Office (each such note, as in effect on the same may hereafter be amended, modified, extended, severed, assigned, substituted, renewed or restated from time to time, including any substitute or additional note(s) pursuant to 3.07 or 12.05, a “Note”; all such datenotes, collectively, the “Notes”). The Notes shall mature, and all outstanding principal and accrued interest and other sums thereunder shall be paid in full, on the 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 each advance, and each payment of principal received by such Bank for the account of its Applicable Lending Office(s) on account of its Loan, which endorsement shall, in the absence of manifest error, be conclusive as to the outstanding balance of the Loan made by such Bank. The failure by any Bank to make such notations with respect to its Loan or each advance or payment shall not limit or otherwise duly completedaffect the obligations of any Borrower under this Agreement, the Notes or otherwise in respect of the Loans. In the event that case of any Lenderloss, theft, destruction or mutilation of any Bank’s Commitment increases or decreases for any reason (whether pursuant to Section 2.06, Section 12.04(b) or otherwise)Note, the applicable Borrower shall, upon request its receipt of an affidavit of an officer of such Lender, deliver or cause to be delivered on the effective date of such increase or decrease, a new Note payable Bank as to such Lender 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 equal to its Commitment after giving effect to such increase or decrease, and otherwise duly completedof like tenor as the lost, against return to the Borrower of the Note so replaced. The datestolen, 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 destroyed 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 mutilated Note.
Appears in 1 contract
Sources: Secured Revolving Credit Agreement (Taubman Centers Inc)
Notes. Upon request of If requested by a Lender, the Loans made by such Lender shall each be evidenced by a single promissory note Note of the Borrower in substantially the form of Exhibit ABorrower, and (i) dated, in the case of (i) any Lender party hereto as of the date of this Agreement, such Note shall be dated as of the date of this Agreement, Agreement or (ii) 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, 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 increase, in each case, payable to such Lender in a principal amount equal to its Commitment Maximum Credit Amount as in effect on such date, and otherwise duly completed. In Upon request from a Lender and upon the return of the Note issued to it, or in the case of any loss, theft or destruction of any such Note, a lost note affidavit in customary form, in the event that any such Lender’s Commitment Maximum Credit Amount increases or decreases for any reason (whether pursuant to Section 2.06, Section 12.04(b) or otherwise), the Borrower shall, upon request of such Lender, shall deliver or cause to be delivered on the effective date of such increase or decrease, a new Note payable to such Lender in a principal amount equal to its Commitment Maximum Credit Amount after giving effect to such increase or decrease, and otherwise duly completed, against return to the Borrower of the Note so replaced. The date, amount, Type, interest rate and, if applicable, Interest Period of each Loan made by each such 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. Upon request of the Borrower, promptly following Payment in Full, each Lender shall return to the Borrower any Note issued to it, or in the case of any loss, theft or destruction of any such Note, a lost note affidavit in customary form.
Appears in 1 contract
Notes. Upon Any Lender may request of a Lender, the 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, and (i) dated, in the case of (i) any Lender party hereto as of the date of this AgreementEffective Date, such Note shall be dated as of the date of this AgreementEffective Date, (ii) 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, 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 increase, in each case, payable to the order of such Lender in a principal amount equal to its Commitment Maximum Credit Amount as in effect on such date, and otherwise duly completed. In the event that If any Lender’s Commitment Maximum Credit Amount increases or decreases for any reason (whether pursuant to Section 2.06, Section 12.04(b) or otherwise), the Borrower shall, upon request of such Lender, shall deliver or cause to be 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 Commitment Maximum Credit Amount after giving effect to such increase or decrease, and otherwise duly completed, against and such Lender agrees to promptly thereafter return to the Borrower of the previously issued Note so replacedheld 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
Notes. Upon request of 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, and (i) dated, in the case of (i) any Lender party hereto as of the date of this Agreement, such Note shall be dated as of the date of this Agreement, (ii) in the case of any Lender that becomes a party hereto pursuant to an Assignment and AssumptionAssumption or amendment or other modification to this Agreement, such Note shall be dated as of the effective date of the Assignment and AssumptionAssumption or other amendment or modification, as applicable, or (iii) in the case of any Lender that becomes a party hereto in connection with an increase in the Total Commitment Aggregate Maximum Credit 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 Commitment Maximum Credit Amount as in effect on such date, and otherwise duly completed. \ In the event that any Lender’s Commitment Maximum Credit Amount increases or decreases for any reason (whether pursuant to Section 2.06, Section 12.04(b) or otherwise), the Borrower shall, upon request of such Lender, shall deliver or cause to be delivered delivered, to the extent such Lender is then holding a Note, on the effective date of such increase or decrease, a new Note payable to such Lender in a principal amount equal to its Commitment Maximum Credit Amount after giving effect to such increase or decrease, and otherwise duly completed, against and such Lender shall return its prior Note to the Borrower of the Borrower, marked “canceled” (or its equivalent) or an affidavit that such Note so replacedhas 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
Notes. Upon request of a Lender, the (a) The Syndicated Loans made by such each Lender shall be evidenced by a single promissory note of the Borrower substantially in substantially the form of Exhibit AH-1 hereto, and (i) in the case of any Lender party hereto as of dated the date of this Agreement, such Note shall be dated as of the date of this Agreement, (ii) 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, 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 increase, in each casehereof, payable to such Lender in a principal amount equal to the amount of its Commitment as originally in effect on such date, and otherwise duly completed. In the event that .
(b) The Competitive Bid Loans made by any Lender’s Commitment increases or decreases for any reason (whether pursuant to Section 2.06, Section 12.04(b) or otherwise), Lender shall be evidenced by a single promissory note of the Borrower shallsubstantially in the form of Exhibit H-2 hereto, upon request of such Lenderdated the date hereof, deliver or cause to be delivered on the effective date of such increase or decrease, a new Note payable to such Lender in a principal amount equal to its Commitment after giving effect to such increase or decrease, and otherwise duly completed, against return to the Borrower of the Note so replaced. .
(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 thereof; provided that the failure of such Lender to make, or on any separate record maintained error by such Lender. Failure to make the Lender in making 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 the Loans to be evidenced by such Loans Note.
(d) No Lender shall be entitled to have its Notes subdivided, by exchange for promissory notes of lesser denominations or affect the validity otherwise, except in connection with a permitted assignment of all or any portion of such transfer by any Lender's Commitment, Loans and Notes pursuant to Section 10.1 hereof.
(e) Each Lender of its Notethat is an Existing Lender under the First Restated Agreement shall surrender to the Borrower the promissory notes delivered to it pursuant to the First Restated Agreement in exchange for the Notes described in Section 2.8(a) and (b).
Appears in 1 contract
Sources: Credit Agreement (Healthsouth Corp)
Notes. Upon Any Lender may request of a Lender, the 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, and (i) dated, in the case of (i) any Lender party hereto as of the date of this Agreement, such Note shall be dated as of the date of this Agreement, (ii) 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, or (iii) in the case of any Lender that becomes a party hereto in connection with an increase in the Total Commitment Aggregate Maximum Credit Amounts pursuant to Section 2.06(c), as of the effective date of such increase, in each case, payable to the order of such Lender in a principal amount equal to its Commitment Maximum Credit Amount as in effect on such date, and otherwise duly completed. In the event that If any Lender’s Commitment Maximum Credit Amount increases or decreases for any reason (whether pursuant to Section 2.06, Section 12.04(b) or otherwise), the Borrower shall, upon request of such Lender, shall deliver or cause to be 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 Commitment Maximum Credit Amount after giving effect to such increase or decrease, and otherwise duly completed, against and such Lender agrees to promptly thereafter return to the Borrower of the previously issued Note so replacedheld 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
Notes. Upon the request of a Lender, the Loans made by such Lender shall be evidenced by a single promissory note Revolving Credit Note of the Borrower in substantially the form of Exhibit A, and dated (i) as of the Effective Date in the case of any Lender party hereto as of the date of this Agreement, such Note shall be dated (ii) as of the effective date of this Agreement, (ii) the Assignment and Assumption 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 Assumption and Assumption, or (iii) in the case of any Lender that becomes a party hereto in connection with an increase in the Total Aggregate Elected Commitment Amounts pursuant to Section 2.06(c), as of the effective date of such increase, in each case, case payable to such Lender in a principal amount equal to its Commitment Maximum Revolving Credit Amount as in effect on such date, date and otherwise duly completed. In the event that any Lender’s Commitment Maximum Revolving Credit Amount increases or decreases for any reason (whether pursuant to Section 2.06, Section 12.04(b) or otherwise), the Borrower shall, upon the request of such Lender, deliver or cause to be delivered on the effective date of such increase or decrease, a new Note payable to such Lender in a principal amount equal to its Commitment Maximum Revolving Credit Amount after giving effect to such increase or decrease, and otherwise duly completed, against and such Lender shall promptly return to the Borrower of the previously issued Note so replacedheld by such Lender. The date, amount, Type, interest rate and, if applicable, Interest Period of each Loan made by each Lender, respectively, 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’s Revolving Credit Note. 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 Revolving Credit Note.
Appears in 1 contract
Notes. Upon request of 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, and (i) dated, in the case of (i) any Lender party hereto as of the date of this Agreement, such Note shall be dated as of the date of this Agreement, or (ii) in the case of any Lender that becomes a party hereto pursuant to an Assignment and AssumptionAssumption or an Additional Lender Agreement, such Note shall be dated as of the effective date of the Assignment and AssumptionAssumption or the Additional Lender Agreement, or (iii) in as 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 increase, in each casemay be, payable to such Lender or its registered assigns in a principal amount equal to its Commitment as in effect on such date, and otherwise duly completed. In the event that any Lender’s Commitment increases or decreases for any reason (whether pursuant to Section Sections 2.06, Section 12.04(a) or 12.04(b) or otherwise), the Borrower shall, upon request of if requested by such Lender, the Borrower shall deliver or cause to be 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 Commitment after giving effect to such increase or decrease, and otherwise duly completed, against return to the Borrower 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 applicable 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
Notes. 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, and dated, (i) as of the date of this Agreement in the case of any Lender party hereto as of the date of this Agreement, such Note shall be dated (ii) as of the effective date of this Agreement, (ii) the Assignment and Assumption in the case of any Lender that becomes a party hereto pursuant to an Assignment and Assumption, such Note shall be dated Assumption and (iii) as of the effective date of the Assignment and Assumption, or (iii) Additional Lender Agreement in the case of any Additional Lender that becomes a party hereto in connection with an increase in the Total Commitment Lender pursuant to Section 2.06(c), as of the effective date of such increaseAdditional Lender Agreement, in each case, case payable to such Lender in a principal amount equal to its Commitment Maximum Credit Amount as in effect on such date, and otherwise duly completed. In the event that any Lender’s Commitment Maximum Credit Amount increases or decreases for any reason (whether pursuant to Section 2.06, Section 12.04(b) or otherwise), the Borrower shall, upon the request of such Lender, deliver or cause to be delivered on the effective date of such increase or decrease, a new Note payable to such Lender in a principal amount equal to its Commitment Maximum Credit Amount after giving effect to such increase or decrease, and otherwise duly completed, against and such Lender shall promptly return to the Borrower of the previously issued Note so replacedheld 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. Upon request of 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, and (i) dated, in the case of (i) any Lender party hereto as of the date of this Agreement, such Note shall be dated as of the date of this Agreement, or (ii) 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, 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 increase, in each case, payable to the order of such Lender in a principal amount equal to its Commitment Maximum Credit Amount as in effect on such date, and otherwise duly completed. In the event that any Lender’s Commitment Maximum Credit Amount increases or decreases for any reason (whether pursuant to Section 2.06, Section 12.04(b) or otherwise), the Borrower shall, upon request of such Lender, 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 Commitment Maximum Credit Amount after giving effect to such increase or decrease, and otherwise duly completedcompleted (and the prior Note shall be destroyed or, against return upon request of the Borrower, returned to the Borrower of with an indication that the Note so replacedsame has been discharged). 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 (Rex Energy Corp)
Notes. Upon request of 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, and (i) dated, in the case of (i) any Lender party hereto as of the date of this Agreement, such Note shall be dated as of the date of this Agreement, Agreement or (ii) 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, 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 increase, in each case, payable to such Lender or its registered assigns in a principal amount equal to its Commitment Maximum Credit Amount as in effect on such date, and otherwise duly completed. In the event that any Lender’s Commitment increases or Maximum Credit Amount decreases for any reason (whether pursuant to Section 2.06, Section 12.04(b) 12.04 or otherwise), the Borrower shall, upon request of such Lender, shall deliver or cause to be 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 Commitment Maximum Credit Amount after giving effect to such increase or decrease, and otherwise duly completed, against return to the Borrower 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 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
Notes. Upon request of If requested by a LenderBank, the Loans made by such Lender each Bank shall be evidenced by a single promissory note of the Borrower in substantially the form of Exhibit A, and (i) A-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 (a) any Lender Bank party hereto as of the date of this Agreement, such Note shall be dated as of the date of this Agreement, (iib) in the case of any Lender Bank that becomes a party hereto pursuant to an Assignment and AssumptionAssumption Agreement, such Note shall be dated as of the effective date of the Assignment and AssumptionAssumption Agreement, or (iiic) in the case of any Lender Bank that becomes a party hereto in connection with an increase in the Total Aggregate Elected Revolving Commitment AmountsAmount pursuant to Section 2.06(c)2.16 or in connection with a Term Loan Amendment, as of the effective date of such increase, in each caseincrease or such Term Loan Amendment, payable to such Lender Bank in a principal amount equal to to, in the case of a Revolving Bank, its Commitment Maximum Credit Amount (less its Term Loan Exposure) as in effect on such date, and, in the case of any Term Bank, the principal amount of its Term Loans on such date, and otherwise duly completed. In the event that any LenderBank’s Commitment Maximum Credit Amount or Term Loans increases or decreases for any reason (whether pursuant to Section 2.062.16, Section 12.04(b14.8(d) or otherwise), the Borrower shall, upon request of such Lender, shall deliver or cause to be delivered delivered, to the extent such Bank is then holding a Note, on the effective date of such increase or decrease, a new Note payable to such Lender Bank in a principal amount equal to, in the case of a Revolving Bank, its Maximum Credit Amount (less its Term Loan Exposure) after giving effect to such increase or decrease, and, in the case of any Term Bank, the principal amount of its Commitment Term Loans after giving effect to such increase or decrease, and otherwise duly completed, against return to the Borrower of the Note so replaced. The date, amount, Type, interest rate and, if applicable, Interest Period of each Loan made by each LenderBank, and all payments made on account of the principal thereof, shall be recorded by such Lender Bank 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 LenderBank’s or the Borrower’s rights or obligations in respect of such Loans or affect the validity of such transfer by any Lender Bank of its Note.
Appears in 1 contract
Notes. Upon request of 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, and (i) dated, in the case of (i) any Lender party hereto as of the date of this Agreement, such Note shall be dated as of the date of this Agreement, or (ii) 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, 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 increase, in each case, payable to such Lender or its registered assigns in a principal amount equal to its Commitment Maximum Credit Amount as in effect on such date, and otherwise duly completed. In the event that any Lender’s Commitment Maximum Credit Amount increases or decreases for any reason (whether pursuant to Section 2.06, Section 12.04(b) 12.04 or otherwise), the Borrower shall, upon request of such Lender, shall deliver or cause to be delivered on the effective date of such increase or decrease, a new Note payable to such Lender in a principal amount equal to its Commitment Maximum Credit Amount after giving effect to such increase or decrease, and otherwise duly completed, against return to the Borrower 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 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
Notes. Upon Any Lender may request of a Lender, the 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, and (i) dated, in the case of (i) any Lender party hereto as of the date of this Agreement, such Note shall be dated as of the date of this Agreement, or (ii) 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, 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 increase, in each case, payable to the order of such Lender in a principal amount equal to its Commitment Maximum Credit Amount as in effect on such date, and otherwise duly completed. In the event that If any Lender’s Commitment 's Maximum Credit Amount increases or decreases for any reason (whether pursuant to Section 2.06, Section 12.04(b) or otherwise), the Borrower shall, upon request of such Lender, Borrowers shall deliver or cause to be 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 Commitment Maximum Credit Amount after giving effect to such increase or decrease, and otherwise duly completed, against and such Lender agrees to promptly thereafter return to the Borrower of the previously issued Note so replacedheld 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. Upon request of a such 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, and and, (i) in the case of any Lender party hereto as of the date of this AgreementEffective Date, such Note shall be dated as of the date of this AgreementEffective Date, (ii) 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, Assumption or (iii) in the case of any Additional Lender that becomes a party hereto in connection with an increase in the Total Commitment Aggregate Revolving Commitments pursuant to Section 2.06(c2.06(b), such Note shall be dated as of the effective date of such increase, in each case, payable to such Lender or its registered assigns in a principal amount equal to its Commitment as in effect on such date, and otherwise duly completed. In the event that any Lender’s Commitment increases or decreases for any reason (whether pursuant to Section 2.06, Section 12.04(b) or otherwise), the Borrower shall, upon request of such Lender, deliver or cause to be 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 Commitment after giving effect to such increase or decrease, and otherwise duly completed, against the return to the Borrower 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
Notes. Upon request of a Lender, the The Loans made by such Lender the Lenders shall be evidenced by a single promissory note note, executed and delivered by the Borrowers, payable to the order of the Borrower each Lender in substantially the form of Exhibit A, and (i) dated, in the case of (i) any Lender party hereto as of the date of this Agreement, such Note shall be dated as of the date of this Agreement, or (ii) 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, 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 increase, in each case, payable to the order of such Lender in a principal amount equal to its Commitment Maximum Credit Amount as in effect on such date, and otherwise duly completed. In the event that If any Lender’s Commitment Maximum Credit Amount increases or decreases for any reason (whether pursuant to Section 2.06, Section 12.04(b) or otherwise), the Borrower shall, upon request of such Lender, Borrowers shall deliver or cause to be delivered on the effective date of such increase or decrease, a new Note payable to the order of such Lender in a principal amount equal to its Commitment Maximum Credit Amount after giving effect to such increase or decrease, and otherwise duly completed, against and such Lender agrees to promptly thereafter return to the Borrower of the previously issued Note so replacedheld 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 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 1 contract
Notes. Upon Any Lender may request of a Lender, the 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 AA 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 date of this Agreement, (ii) 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, or (iii) in the case of any Additional Lender that becomes a Lender party hereto in connection with an increase in the Total Commitment Aggregate Maximum Credit 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 Commitment Maximum Credit Amount as in effect on such date, and otherwise duly completed. In the event that any Lender’s Commitment Maximum Credit Amount increases or decreases for any reason (whether pursuant to Section 2.06, Section 12.04(b) or otherwise), upon the Borrower shall, upon request of such Lender, the Borrower shall deliver or cause to be delivered on as of the effective date of such increase or decrease, a new Note payable to such Lender in a principal amount equal to its Commitment Maximum Credit Amount after giving effect to such increase or decrease, and otherwise duly completed, against return to the Borrower 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: Senior Secured Revolving Credit Agreement (Halcon Resources Corp)
Notes. Upon Any Lender may request of a Lender, the 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, and (i) dated, in the case of (i) any Lender party hereto as of the date of this AgreementEffective Date, such Note shall be dated as of the date of this Agreement, Effective Date or (ii) 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, 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 increase, in each case, payable to such Lender in a principal amount equal to its Commitment Loans as in effect on such date, and otherwise duly completed. In If the event that amount of any Lender’s Commitment Loans increases or decreases for any reason (whether pursuant to Section 2.06, Section 12.04(b) or otherwise), the Borrower shall, upon request of such Lender, shall deliver or cause to be 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 Commitment Loans after giving effect to such increase or decrease, and otherwise duly completed, against and such Lender agrees to promptly thereafter return to the Borrower of the previously issued Note so replacedheld 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: Second Lien Term Loan Credit Agreement (Magnum Hunter Resources Corp)
Notes. Upon request of 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 (i) 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, such Note shall be dated as of the date of this Agreement, or (ii) 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, 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 increase, in each case, payable to the order of such Lender in a principal amount equal to its Commitment, its Term Loan Commitment as in effect on such date, and otherwise duly completed. In the event that If any Revolving Lender’s 's Commitment increases or decreases for any reason (whether pursuant to Section 2.062.05, Section 12.04(b13.04(b) or otherwise), the Borrower shall, upon request of such Lender, 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 Revolving Lender in a principal amount equal to its Commitment Commitment, after giving effect to such increase or decrease, and otherwise duly completed, against return to the Borrower 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 '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
Notes. Upon Any Lender may request of a Lender, the 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, and (i) dated, in the case of (i) any Lender party hereto as of the date of this Agreement, such Note shall be dated as of the date of this AgreementAgreement (subject to clauses (ii) and (iii) of this section), (ii) in the case of any Lender that becomes a party hereto or that has its Maximum Credit Amount increased 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 or that has its Maximum Credit Amount increased in connection with an increase in the Total Aggregate Elected Commitment Amount pursuant to Section 2.06(c), as of the effective date of such increase, in each case, payable to the order of such Lender in a principal amount equal to its Commitment Maximum Credit Amount as in effect on such date, and otherwise duly completed. In the event that If any Lender’s Commitment Maximum Credit Amount increases or decreases for any reason (whether pursuant to Section 2.06, Section 12.04(b) or otherwise), the Borrower shall, upon request of such Lender, shall deliver or cause to be 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 Commitment Maximum Credit Amount after giving effect to such increase or decrease, and otherwise duly completed, against and such Lender agrees to promptly thereafter return to the Borrower of the previously issued Note so replacedheld 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
Notes. Upon request of 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 ANote, and (i) dated, in the case of (i) any Lender party hereto as of the date of this AgreementClosing Date, such Note shall be dated as of the date of this Agreement, Closing Date or (ii) 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, 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 increase, in each case, payable to the order of such Lender in a principal amount equal to its Commitment Maximum Credit Amount as in effect on such date, and otherwise duly completed. In Upon reasonable request from a Lender, in the event that any Lender’s Commitment Maximum Credit Amount increases or decreases for any reason (whether pursuant to Section 2.06, Section 12.04(b) or otherwise), the Borrower shall, upon request of such Lender, 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 Commitment Maximum Credit Amount after giving effect to such increase or decrease, and otherwise duly completed, against and, upon receipt by such Lender of such new Note, the existing Note of the Lender shall be deemed cancelled and the Lender shall promptly return its prior Note to the Borrower upon the request of the Note so replacedBorrower. 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 1 contract
Sources: Credit Agreement (Forest Oil Corp)
Notes. Upon (a) Promptly following the request of a 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 the form of Exhibit A, and (i) in the case of any Lender party hereto as of the date of this Agreement, such Note shall be dated as of the date of this Agreement, (ii) 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, 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 increase, in each caseBorrowers, payable to such Lender in a an aggregate principal amount equal to its Commitment as in effect on such date, and otherwise duly completed. In the event that any Lender’s Commitment increases or decreases for any reason Commitment.
(whether pursuant to Section 2.06, Section 12.04(bb) or otherwise)Upon the request of the Swingline Lender, the Borrower shallRevolving Credit Loans made by the Swingline Lender with respect to Swingline Loans shall be evidenced by a Swingline Note, upon request duly executed on behalf of such the Borrowers, payable to the Swingline Lender, deliver or cause to be delivered 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 Commitment 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, against return to the Borrower 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 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 promptly 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 1 contract
Notes. Upon Any Lender may request of a Lender, the that Loans made by such Lender shall it be evidenced by a single promissory note of the Borrower in substantially the form of Exhibit A, and (i) dated, in the case of (i) any Lender party hereto as of the date of this Agreement, such Note shall be dated as of the date of this Agreement, or (ii) 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, 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 increase, in each case, payable to such Lender in a principal amount equal to its Commitment Maximum Credit Amount as in effect on such date, and otherwise duly completed. In the event that any Lender’s Commitment Maximum Credit Amount increases or decreases for any reason (whether pursuant to Section 2.06, Section 12.04(b) or otherwise), upon the Borrower shall, upon request of such Lender, the Borrower shall deliver or cause to be delivered on the effective date of such increase or decrease, a new Note payable to such Lender in a principal amount equal to its Commitment Maximum Credit Amount after giving effect to such increase or decrease, and otherwise duly completedcompleted and, against upon request by the Borrower, such Lender shall promptly return to the Borrower of the previously issued Note so replacedheld 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
Notes. Upon request of a 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, and (i) and, in the case of any Lender party hereto as of the date of this Agreement, such Note shall be dated as of the date of this Agreement, (ii) or 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, 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 increase, in each case, payable to the order of such Lender in a principal amount equal to its Commitment Maximum Credit Amount as in effect on such date, and otherwise duly completed. In the event that any Lender’s Commitment Maximum Credit Amount increases or decreases for any reason (whether pursuant to Section 2.06, Section 12.04(b) or otherwise), the Borrower shall, upon request of such Lender, 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 Commitment Maximum Credit Amount after giving effect to such increase or decrease, and otherwise duly completed, against return to the Borrower 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. 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, and dated (i) as of the date of this Agreement in the case of any Lender party hereto as of the date of this Agreement, such Note shall be dated (ii) as of the effective date of this Agreement, (ii) the Assignment and Assumption in the case of any Lender that becomes a party hereto pursuant to an Assignment and Assumption, such Note shall be dated Assumption and (iii) as of the effective date of the Assignment and Assumption, or (iii) Additional Lender Agreement in the case of any Additional 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 increaseAgreement, in each case, case payable to such Lender in a principal principle amount equal to its Commitment Maximum Credit Amount as in effect on such date, and otherwise duly completed. In the event that any Lender’s Commitment Maximum Credit Amount increases or decreases for any reason (whether pursuant to Section 2.06, Section 12.04(b) or otherwise), the Borrower shall, upon the request of such Lender, deliver or cause to be 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 Commitment Maximum Credit Amount after giving effect to such increase or decrease, and otherwise duly completed, against and such Lender shall promptly return to the Borrower of the previously issued Note so replacedheld 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. Upon request of (a) The Borrower shall, on or after the Initial Advance Date, execute and deliver a Note to each Lender if and to the extent requested to do so by such Lender. The Borrower shall promptly execute and deliver a Note to each new Lender that requests a Note after the Effective Date. All Notes (under and as defined in the Original Agreement) delivered by the Borrower prior to the Effective Date shall be returned to the Borrower, or its designee, on the Effective Date.
(b) The Advances and ▇▇▇▇▇ on any Note shall at all times (including after assignment pursuant to Section 15.1), to the extent a Note has been requested by a Lender, the Loans made be represented by such Lender shall be evidenced by a single promissory note of the Borrower in substantially the form of Exhibit A, Eighth Amended and (i) in the case of any Lender party hereto as of the date of this Agreement, Restated Credit Agreement 72 #4890-1996-9475v9 such Note shall be dated as of the date of this Agreement, (ii) in the case of any Lender that becomes and/or a party hereto pursuant to an Assignment and Assumption, such replacement 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 increase, in each casetherefor, payable to such the order of the applicable Lender. The Borrower hereby irrevocably authorizes the Lender in a principal amount equal to its Commitment as in effect on such date, and otherwise duly completed. In the event that any Lender’s Commitment increases or decreases for any reason make (whether pursuant to Section 2.06, Section 12.04(b) or otherwise), the Borrower shall, upon request of such Lender, deliver or cause to be delivered made) appropriate notations on the effective date of such increase or decrease, a new Note payable to such Lender in a principal amount equal grid attached to its Commitment after giving effect to such increase or decrease, and otherwise duly completed, against return to the Borrower 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 continuation of such grid, or at the Lender’s option, in its records), which notations, if made, shall evidence, inter alia, the date of, the outstanding principal of, and the Lender Rate and Interest Period applicable to, the Advances evidenced thereby. Failure to make any such notation or to attach a schedule notations shall not limit or otherwise affect any Lender’s or Obligations of the Borrower’s rights . Each Lender shall maintain in accordance with its usual practice an account or obligations accounts evidencing indebtedness of the Borrower to such Lender resulting from each Advance by such Lender from time to time, including the amounts of principal and interest payable and paid to such Lender from time to time under this Agreement. Notwithstanding the notation on any Note, the register maintained by the Administrative Agent shall be conclusive and binding absent manifest error in respect accordance with the terms of such Loans or affect the validity of such transfer by any Lender of its NoteSection 15.5(a).
Appears in 1 contract
Notes. Upon request (a) The Loans made by each Existing Bank shall be evidenced by a single amended and restated promissory note of the Borrowers, payable on a Lenderjoint and several basis, in substantially the form of Exhibit A-1 hereto and the Loans made by such Lender each Bank that is not an Existing Bank shall be evidenced by a single promissory note of the Borrower Borrowers, payable on a joint and several basis, in substantially the form of Exhibit AA-2 hereto (each such Note, including all amendments, modifications, restatements and (i) in supplements of or to such Notes, a “Note” and collectively, the case of any Lender party hereto as of “Notes”). Each Note delivered to an Existing Bank shall be dated the date of the initial borrowing of the Loans under this Agreement, such Note shall be dated as of payable to the date of this Agreement, (ii) 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, 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 order of such increase, in each case, payable to such Lender Existing Bank in a principal amount equal to its such Existing Bank’s Commitment as originally in effect on such dateeffect, and shall otherwise be duly completed. In Each Note delivered to a Bank that is not an Existing Bank shall be dated the event that any Lender’s Commitment increases or decreases for any reason (whether pursuant date on which such Bank becomes a party to Section 2.06this Agreement, Section 12.04(b) or otherwise), shall be payable to the Borrower shall, upon request order of such Lender, deliver or cause to be delivered on the effective date of such increase or decrease, a new Note payable to such Lender Bank in a principal amount equal to its such Bank’s Commitment after giving effect to such increase or decreaseas originally in effect, and shall otherwise be duly completed, against return to the Borrower 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, Notes shall be recorded by such Lender on its books for its Note, and, prior to any transfer, may be endorsed by such Lender payable as provided in Sections 2.1 and 2.5 hereof.
(b) Each Bank shall enter on a schedule attached to such its Note a notation with respect to each Loan made hereunder of (i) the date and principal amount thereof, (ii) each payment and prepayment of principal thereof, (iii) whether the interest rate is initially to be determined in accordance with subsection 2.6(a)(i) or 2.6(a)(ii) hereof, and (iv) the Interest Period, if applicable. The failure of any continuation thereof or on any separate record maintained by such Lender. Failure Bank to make any such a notation or on the schedule to attach a schedule its Note as aforesaid shall not affect any Lender’s limit or the Borrower’s rights or obligations in respect of such Loans or otherwise affect the validity obligation of such transfer by any Lender of its Notethe Borrowers to repay the Loans in accordance with their respective terms as set forth herein.
Appears in 1 contract
Notes. Upon Any Lender may request of a Lender, 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, and (i) dated, in the case of (i) any Lender party hereto as of the date of this Agreement, such Note shall be dated as of the date of this Agreement, Agreement or (ii) 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, 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 increase, in each case, payable to such Lender or its registered assigns in a principal amount equal to the aggregate principal amount of its Commitment Loans as in effect on such date, and otherwise duly completed. In the event that the aggregate principal amount of any Lender’s Commitment Loans increases or decreases for any reason (whether pursuant to Section 2.06, Section 12.04(b) or otherwise), upon the Borrower shall, upon request of such Lender, the Borrower shall deliver or cause to be 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 principal amount of its Commitment Loans after giving effect to such increase or decrease, and otherwise duly completed, against return . The Borrower’s obligation to deliver a Note evidencing Loans for which the Borrower has previously delivered a Note shall be subject to Borrower’s receipt of such previously-delivered Note or satisfactory indemnity therefor in Borrower’s good faith discretion. The replaced Note shall be deemed cancelled upon delivery from the Borrower to the Borrower Lender of the Note so replacedsuch new Note. The date, amount, Type, 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 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 First Lien Term Loan Credit Agreement (Clean Energy Fuels Corp.)
Notes. Upon request of a 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, and (i) and, in the case of (i) any Lender party hereto as of the date of this Agreement, such Note shall be dated as of the date of this Agreement, (ii) any Lender that becomes a party hereto in connection with an increase in the Aggregate Elected Borrowing Base Commitments pursuant to Section 2.07(h), such Note shall be dated as of the effective date of such increase, 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, 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 increase, in each case, payable to such Lender or its registered assigns in a principal amount equal to its Commitment Maximum Credit Amount as in effect on such date, and otherwise duly completed. In the event that any Lender’s Commitment Maximum Credit Amount increases or decreases for any reason (whether pursuant to Section 2.06, Section 12.04(b) or otherwise), the Borrower shall, upon request of such Lender, deliver or cause to be 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 Commitment Maximum Credit Amount after giving effect to such increase or decrease, and otherwise duly completed, against return to the Borrower 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 1 contract
Notes. Upon request of If requested by a Lender, the Loans of any Class made by such Lender shall be evidenced by a single promissory note of the Borrower in substantially the form of Exhibit AExhibits ▇-▇, and (i) ▇-▇, or A-3, as appropriate, dated, 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 Date, (ii) any other Lender, as of the date of this Agreement, (ii) in the case of any such 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, 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 increase, in each casehereto, payable to such Lender in a principal amount equal to its Commitment Maximum Credit Amount, the principal amount of its 5-Year Term Loan, or the principal amount of its 7-Year Term Loan, as the case may be, as in effect on such date, and otherwise duly completed. In the event that any Lender’s Commitment Maximum Credit Amount increases or decreases for any reason or the amount of a Term Lender’s Term Loans increases (whether pursuant to Section 2.06, Section 2.09, Section 12.04(b) or otherwise)) and at such Lender’s request, the Borrower shall, upon request of such Lender, shall deliver or cause to be delivered delivered, on the effective date of such increase or decrease, a new Note payable to such Lender in a principal amount equal to its Commitment Maximum Credit Amount (after giving effect to such increase or decrease), the principal amount of its 5-Year Term Loan (after giving effect to such increase), or the principal amount of its 7-Year Term Loan (after giving effect to such increase), as the case may be, and otherwise duly completed, against return to the Borrower of the Note so replaced. The date, amount, Type, Class, 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 NoteNote of such Class, 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 such Note.
Appears in 1 contract
Sources: Credit Agreement (Plains Exploration & Production Co)
Notes. Upon request (a) The Revolving Credit Loans made by each Revolving Credit Lender shall be evidenced by a Revolving Credit Note, duly executed on behalf of the Borrowers, dated the 42 Closing Date, payable to the order of each such Revolving Credit Lender in an aggregate principal amount equal to such Revolving Credit 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, payable to the order of the Swingline Lender, in an aggregate principal amount equal to the Swingline Loan Ceiling.
(c) Each Lender is hereby authorized by the applicable 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 any 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, and (i) in the case of any Lender party hereto as of the date terms of this AgreementAgreement and the applicable Notes.
(d) Upon receipt of an affidavit of a Lender as to the loss, such Note shall be dated as of the date of this Agreementtheft, (ii) 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, destruction 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 mutilation of such increaseLender’s Note and upon cancellation of such Note, the Borrowers will issue, in each caselieu thereof, payable to such Lender a replacement Note in a principal amount equal to its Commitment as in effect on such date, and otherwise duly completed. In the event that any Lender’s Commitment increases or decreases for any reason (whether pursuant to Section 2.06, Section 12.04(b) or otherwise), the Borrower shall, upon request favor of such Lender, deliver or cause to be delivered 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 Commitment after giving effect to such increase or decrease, thereof and otherwise duly completed, against return to the Borrower 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 Notelike tenor.
Appears in 1 contract
Notes. Upon request of 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, and (i) A-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 (a) any Lender party hereto as of the date of this Agreement, such Note shall be dated as of the date of this Agreement, (iib) 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, or (iiic) in the case of any Lender that becomes a party hereto in connection with an increase in the Total 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 increaseincrease 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 Commitment 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 Commitment Maximum Credit Amount or Term Loans increases or decreases for any reason (whether pursuant to Section 2.06, Section 12.04(b) or otherwise), the Borrower shall, upon request of if requested by such Lender, the Borrower shall deliver or cause to be delivered delivered, to the extent such Lender is then holding a Note, on the effective date of such increase or decrease, a new Note Note, payable to such Lender in a principal amount equal 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 Commitment Term Loans after giving effect to such increase or decrease, and otherwise duly completed, against whereupon such Lender shall promptly return to the Borrower of the previously issued Note so replacedheld 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. Upon (a) Promptly following the request of a 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 the form of Exhibit A, and (i) in the case of any Lender party hereto as of the date of this Agreement, such Note shall be dated as of the date of this Agreement, (ii) 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, 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 increase, in each caseBorrowers, payable to such Lender in a an aggregate principal amount equal to its Commitment as in effect on such date, and otherwise duly completed. In ▇▇▇▇▇▇’s Commitment.
(b) Upon the event that any request of the Swingline Lender’s Commitment increases or decreases for any reason (whether pursuant to Section 2.06, Section 12.04(b) or otherwise), the Borrower shallRevolving Credit Loans made by the Swingline Lender with respect to Swingline Loans shall be evidenced by a Swingline Note, upon request duly executed on behalf of such the Borrowers, payable to the Swingline Lender, deliver or cause to be delivered 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 Commitment 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, against return to the Borrower 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 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 Lender’s 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 the Borrower’s rights or obligations in respect mutilation of such Loans or affect the validity ▇▇▇▇▇▇’s Note and upon cancellation of such transfer by any Lender Note, the Borrowers will promptly issue, in lieu thereof, a replacement Note in favor of its Notesuch Lender, in the same principal amount thereof and otherwise of like tenor at such ▇▇▇▇▇▇’s expense.
Appears in 1 contract
Notes. Upon request of 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, and (i) dated, in the case of (i) any Lender party hereto as of the date of this Agreement, such Note shall be dated as of the date of this Agreement, (ii) 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, Assumption or (iii) in the case of any Lender that becomes a party hereto in connection with an increase in the Total Aggregate Elected Commitment Amount pursuant to Section 2.06(c), 2.07(e) as of the effective date of such increase, in each case, payable to such Lender in a principal amount equal to its Commitment Maximum Credit Amount as in effect on such date, and otherwise duly completed. In the event that any Lender’s Commitment Maximum Credit Amount increases or decreases for any reason (whether pursuant to Section 2.062.07, Section 12.04(b) or otherwise), the Borrower shall, upon request of if requested by such Lender, the Borrower shall deliver or cause to be delivered on the effective date of such increase or decrease, a new Note payable to such Lender in a principal amount equal to its Commitment Maximum Credit Amount after giving effect to such increase or decrease, and otherwise duly completed, against return to the Borrower 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
Notes. Upon request of a Lender, the The Loans made by such Lender the Lenders shall be evidenced by a single promissory note note, executed and delivered by the Borrowers, payable to the order of the Borrower each Lender in substantially the form of Exhibit A, and (i) dated, in the case of (i) any Lender party hereto as of the date of this Agreement, such Note shall be dated as of the date of this Agreement, or (ii) 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, or (iii) in the case of any Lender that becomes a party hereto in connection with an increase in the Total Commitment Aggregate Maximum Credit Amount pursuant to Section 2.06(c), as of the effective date of such increase, in each case, payable to the order of such Lender in a principal amount equal to its Commitment Maximum Credit Amount as in effect on such date, and otherwise duly completed. In the event that If any Lender’s Commitment Maximum Credit Amount increases or decreases for any reason (whether pursuant to Section 2.062.06(c), Section 12.04(b) or otherwise) or if any Restricted Subsidiary hereafter becomes a Borrower pursuant to Section 8.14(c), the Borrower shall, upon request of such Lender, Borrowers shall deliver or cause to be delivered on the effective date of such increase or decreasedecrease (or the effective date of such Restricted Subsidiary becoming a Borrower, if applicable), a new Note payable to the order of such Lender (or all Lenders in the case of a joinder of a new Borrower) in a principal amount equal to its Commitment Maximum Credit Amount after giving effect to such increase or decreasedecrease (if applicable), and otherwise duly completed, against and each such Lender receiving a new Note agrees to promptly thereafter return to the Borrower of the previously issued Note so replacedheld 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 any Borrower’s rights or obligations in respect of such Loans or affect the validity of such transfer by any Lender of its Note.. CHAPARRAL ENERGY, L.L.C. EIGHTH RESTATED CREDIT AGREEMENT
Appears in 1 contract
Notes. Upon request of 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, and (i) dated, in the case of (i) any Lender party hereto as of the date of this Agreement, such Note shall be dated as of the date of this Agreement, Agreement or (ii) 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, 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 increase, in each case, payable to such Lender or its registered assigns in a principal amount equal to its Commitment Maximum Credit Amount as in effect on such date, and otherwise duly completed. In the event that any Lender’s Commitment increases or 's Maximum Credit Amount decreases for any reason (whether pursuant to Section 2.06, Section 12.04(b) 12.04 or otherwise), the Borrower shall, upon request of such Lender, shall deliver or cause to be 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 Commitment Maximum Credit Amount after giving effect to such increase or decrease, and otherwise duly completed, against return to the Borrower 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 '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
Notes. Upon The Revolving Credit Loans (other than Swingline Loans) made by each Revolving Credit Lender shall, at the request of a 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, and dated (i) in the case of any Lender party hereto as of the date of this Agreement, such Note shall be dated as of the date of this Agreement, Original Closing Date or (ii) 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 an 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(c12.06(b), as of the effective date of such increase, in each case, payable to the order of such Revolving Credit Lender in a principal amount equal to its Commitment 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 Third 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 Lender’s Commitment increases or decreases for any reason (whether pursuant to Swingline Lender resulting from the advances under Section 2.06, Section 12.04(b2.01(c) or otherwise), the Borrower shall, upon at the request of such the Swingline Lender, deliver or cause be evidenced by a promissory note of the Borrowers in substantially the form of Exhibit I-3 to be delivered on the effective date of such increase or decreaseOriginal Credit Agreement, a new Note dated the Original Closing Date, payable to such the order of the Swingline Lender in a principal amount equal to its Commitment after giving effect to such increase or decrease, and otherwise duly completed, against return to the Borrower of the Note so replacedSwingline 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 1 contract
Notes. 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, and (i) dated, in the case of (i) any Lender party hereto as of the date of this Agreement, such Note shall be dated as of the date of this Agreement, Agreement or (ii) 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, 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 increase, in each case, payable to such Lender in a principal amount equal to and its Commitment as in effect on such dateregistered assigns, and otherwise duly completed. In the event that the aggregate principal amount of any Lender’s Commitment increases or 's Loans decreases for any reason (whether pursuant to Section 2.06, Section 12.04(b13.04(b) or otherwise), the Borrower shall, upon request of such Lenderrequest, deliver or cause to be 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 Commitment Loan after giving effect to such increase or decrease, and otherwise duly completed, against return to the Borrower 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. The entries in the books of any Lender with respect to such payments shall be conclusive absent manifest error. 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 Obligations in respect of such Loans or affect the validity of such transfer by any Lender of its Note. All Notes issued by the Borrower pursuant hereto shall make clear reference to the existence of the Intercreditor Agreement, and the effect thereof on the priority of the Lender's interest in the Collateral.
Appears in 1 contract
Sources: Second Lien Credit and Guarantee Agreement (Endeavour International Corp)
Notes. 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 AA-1 in the case of a Revolving Credit Loan and in substantially the form of Exhibit A-2 in the case of a Term Loan, and and, (i) in the case of any Lender party hereto as of the date of this Agreement, such Note shall be dated as of the date of this Agreement, (ii) 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, or (iii) in the case of any Lender that becomes a party hereto in connection with an increase in the Total Aggregate Elected Revolving Commitment Amount pursuant to Section 2.06(c)2.01(c) or in connection with a Term Loan Amendment, as of the effective date of such increaseincrease 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 Credit Lender, its Commitment Maximum Credit Amount as in effect on such date, and, in the case of a Term Lender, the principal amount of its Term Loans on such date, and otherwise duly completed. In the event that any Lender’s Commitment Maximum Credit Amount or Term Loans, as applicable, increases or decreases for any reason (whether pursuant to Section 2.062.05, Section 12.04(b) or otherwise), the Borrower shall, upon request of such Lender, deliver or cause to be delivered on the effective date of such increase or decrease, a new Note payable to such Revolving Credit Lender in a principal amount equal to, in the case of a Revolving Credit Lender, its Maximum Credit Amount after giving effect to such increase or decrease, and, in the case of a Term Lender, the principal amount of its Commitment Term Loans after giving effect to such increase or decrease, and otherwise duly completed, against return to the Borrower 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 NoteLoans.
Appears in 1 contract
Sources: Credit Agreement (PDC Energy, Inc.)
Notes. Upon Any Lender may request of a Lender, 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, and (i) dated, in the case of (i) any Lender party hereto as of the date of this Agreement, such Note shall be dated as of the date of this Agreement, Agreement or (ii) 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, 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 increase, in each case, payable to such Lender or its registered assigns in a principal amount equal to the aggregate principal amount of its Commitment Loans as in effect on such date, and otherwise duly completed. In the event that the aggregate principal amount of any Lender’s Commitment Loans increases or decreases for any reason (whether pursuant to Section 2.062.01, Section 12.04(b13.04(b) or otherwise), upon the Borrower shall, upon request of such Lender, the Borrower shall deliver or cause to be 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 Commitment Loans after giving effect to such increase or decrease, and otherwise duly completed, against return . 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 previously-delivered Note or satisfactory indemnity therefor in ▇▇▇▇▇▇▇▇’s discretion. The replaced Note shall be deemed cancelled upon delivery from the Borrower to the Borrower Lender of the Note so replacedsuch 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. 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, and dated, (i) as of the date of this Agreement in the case of any Lender party hereto as of the date of this Agreement, such Note shall be dated Agreement or (ii) as of the effective date of this Agreement, (ii) the Assignment and Assumption 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, 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 increase, in each case, payable to such Lender in a principal amount equal to its Commitment Maximum Credit Amount as in effect on such date, and otherwise duly completed. In the event that any Lender’s Commitment Maximum Credit Amount increases or decreases for any reason (whether pursuant to Section 2.06, Section 12.04(b) or otherwise), the Borrower shall, upon the request of such Lender, 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 Commitment Maximum Credit Amount after giving effect to such increase or decrease, and otherwise duly completed, against and such Lender shall promptly return to the Borrower of the previously issued Note so replacedheld 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)