Evidence of Debt; Register. Notwithstanding anything herein to the contrary, Borrower hereby designates the Collateral Agent to serve as Borrower’s agent solely for purposes of maintaining at all times at the Collateral Agent’s principal office a “book entry system” as described in IRC Treasury Regulation Section 5f.103-1(c)(1)(ii) that identifies each beneficial owner that is entitled to a payment of principal and stated interest on each Term Loan (the “Register”) so that each Term Loan is at all times in “registered form” as described in IRC Treasury Regulations Section 5f.103-1(c). The Collateral Agent is hereby authorized by Borrower to record in the manual or data processing records of the Collateral Agent, the date and amount of each advance and the amount of the outstanding Obligations and the date and amount of each repayment of principal and each payment of interest or otherwise on account of the Obligations. Absent manifest error, such records of the Collateral Agent shall be conclusive as to the outstanding principal amount of the total outstanding Obligations, and the payment of interest, principal and other sums due hereunder; provided, however, that the failure of the Collateral Agent to make any such record entry with respect to any payment shall not limit or otherwise affect the obligations of Borrower under the Loan Documents. Each Term Loan: (i) shall, pursuant to this clause (a), be also registered as to both principal and any stated interest with Borrower or its agent, and (ii) may be transferred by any Lender only by (1) surrender of the old instrument and either (x) the reissuance by Borrower of the old instrument to the new Lender or (y) the issuance by Borrower of a new instrument to the new Lender, or (2) confirmation with Borrower that the right to the principal and stated interest on such Term Loan is maintained through the book entry system kept by the Collateral Agent. Each Lender (and, for the avoidance of doubt, each applicable assignee of a Lender), severally and not jointly, represents that any interest that may become due and owing under this Agreement qualifies for the portfolio interest exception from withholding on interest payments pursuant to IRC Sections 871(h) and 881(c).
Evidence of Debt; Register. (a) Each Lender shall maintain in accordance with its usual practice an account or accounts evidencing the indebtedness of the Borrower to such Lender resulting from each Advance owing to such Lender from time to time, including the amounts of principal and interest payable and paid to such Lender from time to time hereunder. The Borrower agrees that upon notice by any Lender to the Borrower (with a copy of such notice to the Administrative Agent) to the effect that a promissory note or other evidence of indebtedness is required or appropriate in order for such Lender to evidence (whether for purposes of pledge, enforcement or otherwise) the Advances owing to, or to be made by, such Lender, the Borrower shall promptly execute and deliver to such Lender, with a copy to the Administrative Agent, a Term Note, in substantially the form of Exhibit A, payable to the order of such Lender in a principal amount equal to the Term Advance of such Lender. The Lenders hereby agree that any promissory notes evidencing the Advances issued by the Borrower to any Lender prior to the date hereof shall be deemed null and void and of no further force or effect for any and all purposes, and each Lender that is a holder of any such note agrees to surrender such note to the Borrower. All references to Notes in the Loan Documents shall mean Notes, if any, to the extent issued hereunder.
Evidence of Debt; Register. (a) Each Lender shall maintain in accordance with its usual practice an account or accounts evidencing the indebtedness of the Borrower to such Lender resulting from each Advance owing to such Lender from time to time, including the amounts of principal and interest payable and paid to such Lender from time to time hereunder. The Borrower agrees that upon notice by any Lender to the Borrower (with a copy of such notice to the Administrative Agent) to the effect that a promissory note or other evidence of indebtedness is required or appropriate in order for such Lender to evidence (whether for purposes of pledge, enforcement or otherwise) the Advances owing to, or to be made by, such Lender, the Borrower shall promptly execute and deliver to such Lender, with a copy to the Administrative Agent, a Xxxxxxx 0 Xxxx X Note, a New Tranche 1 Term B Note, a Tranche 2 Term B Note, a New Tranche 2 Term B Note, a Xxxxxxx 0 Xxxx X Note, a Xxxxxxx 0 Xxxx X Note and a Special Term B Note, as applicable, in substantially the form of Exhibits X-0, X-0, X-0, X-0, X-0, A-6 and A-7 hereto, respectively, payable to the order of such Lender in a principal amount equal to the Xxxxxxx 0 Xxxx X Advances, the New Tranche 1 Term B Advances, the Xxxxxxx 0 Xxxx X Advances, the New Tranche 2 Term B Advances, the Xxxxxxx 0 Xxxx X Advances, the Xxxxxxx 0 Xxxx X Advances and the Special Term B Advances, respectively, payable to such Lender. The Lenders hereby agree that any promissory notes evidencing the Advances issued by the Borrower to any Lender prior to the date hereof shall be deemed null and void and of no further force or effect for any and all purposes, and each Lender that is a holder of any such note agrees to surrender such note to the Borrower. All references to Notes in the Loan Documents shall mean Notes, if any, to the extent issued hereunder.
Evidence of Debt; Register. (a) The Debt of the Borrower resulting from the Committed Rate A Advances, Committed Rate B Advances and Competitive Bid Advances shall be evidenced by the Committed Rate A Notes, the Committed Rate B Notes and the Competitive Bid Notes, respectively, delivered to the Banks pursuant to Article IV, and the remaining principal amount thereof shall be recorded by the Banks, and, prior to any transfer, endorsed on the grids thereto in accordance with the terms of the Notes. The Agent shall also maintain in accordance with its usual practice an account or accounts evidencing the indebtedness of the Borrower under this Agreement and the amounts of principal and interest payable and paid to each Bank from time to time under this Agreement.
Evidence of Debt; Register. (a) The Debt of the Borrower resulting from the Committed Rate Advances and Competitive Bid Advances shall be evidenced by the Committed Rate Notes and the Competitive Bid Notes, respectively, delivered to the Banks pursuant to Article IV, and the remaining principal amount thereof shall be recorded by the Banks, and, prior to any transfer, endorsed on the grids thereto in accordance with the terms of the Notes. The Agent shall also maintain in accordance with its usual practice an account or accounts evidencing the indebtedness of the Borrower under this Agreement and the amounts of principal and interest payable and paid to each Bank from time to time under this Agreement.
Evidence of Debt; Register. (a) Each Lender Party shall maintain in accordance with its usual practice an account or accounts evidencing the indebtedness of the Borrower to such Lender resulting from each Advance owing to such Lender Party from time to time, including the amounts of principal and interest payable and paid to such Lender from time to time hereunder. The Borrower agrees that upon notice by any Lender Party to the Borrower (with a copy of such notice to the Administrative Agent) to the effect that a promissory note or other evidence of indebtedness is required or appropriate in order for such Lender Party to evidence (whether for purposes of pledge, enforcement or otherwise) the Advances owing to, or to be made by, such Lender Party, the Borrower shall promptly execute and deliver to such Lender Party, with a copy to the Administrative Agent, a Xxxxxxx 0 Xxxx X Note and a Tranche 2 Term B Note, as applicable, in substantially the form of Exhibits A-1 and
Evidence of Debt; Register. (a) The Debt of the Borrower resulting from the Revolving Advances (including, without limitation, the Swing Line Advances) shall be evidenced by the Revolving Notes, delivered to the Banks pursuant to Article IV, and the remaining principal amount thereof shall be recorded by the Banks, and, prior to any transfer, endorsed on the grids thereto in accordance with the terms of the Notes. The Agent shall also maintain in accordance with its usual practice an account or accounts evidencing the indebtedness of the Borrower under this Agreement and the amounts of principal and interest payable and paid to each Bank from time to time under this Agreement.
Evidence of Debt; Register. (a) The Debt of the Borrower resulting from the Supplemental Revolving Loan Advances (including, without limitation, the Swing Line Advances) and the Revolving Loan Advances shall be evidenced by the Revolving Notes, delivered to the Banks pursuant to Article IV, and the remaining principal amount thereof shall be recorded by the Banks, and, prior to any transfer, endorsed on the grids thereto in accordance with the terms of the Revolving Notes. The Debt of the Borrower resulting from the Existing Debt Obligations shall be evidenced by the Term Notes, delivered to the Banks pursuant to Article IV. The Agent shall also maintain in accordance with its usual practice an account or accounts evidencing the indebtedness of the Borrower under this Agreement and the amounts of principal and interest payable and paid to each Bank from time to time under this Agreement.
Evidence of Debt; Register
