Registered Obligation. (a) Borrower shall establish and maintain at its address referred to in Section 13.04 (A) a record of ownership (the “Register”) in which Borrower agrees to register by book entry the interests (including any rights to receive payment hereunder) of each Lender in the Loan, each of their obligations under this Agreement to participate in the Loan, and any assignment of any such interest, obligation or right, and (B) accounts in the Register in accordance with its usual practice in which it shall record (1) the names and addresses of the Lender(s) (and each change thereto pursuant to Section 13.02), (2) the Commitment of each Lender, (3) the amount of the Loan and each funding of any participation described in clause (A) above, (4) the amount of any principal or interest due and payable or paid, and (5) any other payment received and its application to the Loan. (b) Notwithstanding anything to the contrary contained in this Agreement, the Loan (including any Note evidencing such Loan) is a registered obligation, the right, title and interest of the Lender and its assignees in and to such Loan shall be transferable only upon notation of such transfer in the Register and no assignment thereof shall be effective until recorded therein. This Section 5.07 and Section 13.02 shall be construed so that the Loan is at all times maintained in “registered form” within the meaning of Sections 163(f), 871(h)(2) and 881(c)(2) of the Code and any related regulations (and any successor provisions).
Appears in 2 contracts
Sources: Loan Agreement (Dyax Corp), Loan Agreement (Dyax Corp)
Registered Obligation. (a) Borrower Borrowers shall establish and maintain at its their address referred to in Section 13.04 13.03 (A) a record of ownership (the “Register”) in which Borrower agrees Borrowers agree to register by book entry the interests (including any rights to receive payment hereunder) of each the Lender in the Loan, each of their obligations under this Agreement to participate in the Loan, and any assignment of any such interest, obligation or right, and (B) accounts in the Register in accordance with its usual practice in which it shall record (1) the names and addresses of the Lender(s) (and each change thereto pursuant to Section 13.02), (2) the Commitment of each Lender, (3) the amount of the Loan and each funding of any participation described in clause (A) aboveLoan, (4) the amount of any principal or interest due and payable or paid, and (5) any other payment received and its application to the Loan.
(b) Notwithstanding anything to the contrary contained in this Agreement, the Loan (including any Note evidencing such Loan) is a registered obligation, the right, title and interest of the Lender and its assignees in and to such Loan shall be transferable only upon notation of such transfer in the Register and no assignment thereof shall be effective until recorded therein. This Section 5.07 and Section 13.02 5.06 shall be construed so that the Loan is at all times maintained in “registered form” within the meaning of Sections 163(f), 871(h)(2) and 881(c)(2) of the Code and any related regulations (and any successor provisions).
Appears in 1 contract
Sources: Loan Agreement (Stereotaxis, Inc.)