Common use of Evidence of Debt; Repayment of Loans Clause in Contracts

Evidence of Debt; Repayment of Loans. (a) The Borrower hereby unconditionally promises to pay to the Administrative Agent for the account of each Lender (i) the then unpaid principal amount of each Revolving Loan on the Maturity Date and (ii) the then unpaid principal amount of each Swingline Loan on the applicable Swingline Maturity Date. (b) Each Lender shall maintain in accordance with its usual practice an account or accounts evidencing the indebtedness of the Borrower to such Lender resulting from each Loan made by such Lender from time to time, including the amounts of principal and interest payable and paid such Lender from time to time under this Agreement. (c) The Administrative Agent shall maintain accounts in which it will record (i) the amount of each Loan made hereunder, the Class and Type thereof and, if a Eurodollar Revolving Loan, the Interest Period applicable thereto, (ii) the amount of any principal or interest due and payable or to become due and payable from the Borrower to each Lender hereunder and (iii) the amount of any sum received by the Administrative Agent hereunder from the Borrower or any Guarantor and each Lender’s share thereof. (d) The entries made in the accounts maintained pursuant to paragraphs (b) and (c) above shall be prima facie evidence of the existence and amounts of the obligations therein recorded; provided, however, that the failure of any Lender or the Administrative Agent to maintain such accounts or any error therein shall not in any manner affect the obligation of the Borrower to repay the Loans in accordance with their terms. (e) Any Lender may request that Loans made by it be evidenced by a promissory note. In such event, each Borrower shall prepare, execute and deliver to such Lender a promissory note payable to the order of such Lender (or, if requested by such Lender, to such Lender and its registered assigns) and in the form attached hereto as Exhibit H. Thereafter, the Loans evidenced by such promissory note and interest thereon shall at all times (including after assignment pursuant to Section 9.04) be represented by one or more promissory notes in such form payable to the order of the payee named therein (or, if such promissory note is a registered note, to such payee and its registered assigns).

Appears in 1 contract

Samples: Credit Agreement (King Pharmaceuticals Inc)

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Evidence of Debt; Repayment of Loans. 66 (a) The Promise to Repay. Borrower hereby unconditionally promises to pay (i) to the Administrative Agent for the account of each Term Loan Lender, the principal amount of each Term Loan of such Term Loan Lender as provided in Section 2.09, (iii) to the Administrative Agent for the account of each Revolving Lender, the then unpaid principal amount of each Revolving Loan of such Revolving Lender on the Revolving Maturity Date Date, (iii) to the Administrative Agent for the account of each Incremental Term Loan Lender for any Incremental Term Loan Facility, the principal amount of each Incremental Term Loan under such Incremental Term Loan Facility on the dates and in the amounts set forth in the Increase Joinder for such Incremental Term Loan Facility, (iv) to the Administrative Agent for the account of each Replacement Term Loan Lender for any Replacement Term Loan Facility, the principal amount of each Replacement Term Loan under such Replacement Term Loan Facility on the dates and in the amounts set forth in the Replacement Term Loan Facility Amendment for such Replacement Term Loan Facility, and (iiv) to the Swingline Lender, the then unpaid principal amount of each Swingline Loan on the applicable Swingline Maturity Date. earlier of (b) Each Lender shall maintain in accordance with its usual practice an account or accounts evidencing the indebtedness of the Borrower to such Lender resulting from each Loan made by such Lender from time to time, including the amounts of principal and interest payable and paid such Lender from time to time under this Agreement. (c) The Administrative Agent shall maintain accounts in which it will record (iA) the amount of each Loan made hereunder, the Class Revolving Maturity Date and Type thereof and, if a Eurodollar Revolving Loan, the Interest Period applicable thereto, (iiB) the amount first date after such Swingline Loan is made that is the 15th or last day of any principal a calendar month and is at least two Business Days after each Swingline Loan is made. All payments or interest due and payable or repayments of Loans made pursuant to become due and payable from the Borrower to each Lender hereunder and (iiithis Section 2.04(a) the amount of any sum received by the Administrative Agent hereunder from the Borrower or any Guarantor and each Lender’s share thereof. (d) The entries shall be made in the accounts maintained pursuant to paragraphs (b) and (c) above shall be prima facie evidence of the existence and amounts of the obligations therein recorded; provided, however, that the failure of any Lender or the Administrative Agent to maintain Approved Currency in which such accounts or any error therein shall not in any manner affect the obligation of the Borrower to repay the Loans in accordance with their termsLoan is denominated. (e) Any Lender may request that Loans made by it be evidenced by a promissory note. In such event, each Borrower shall prepare, execute and deliver to such Lender a promissory note payable to the order of such Lender (or, if requested by such Lender, to such Lender and its registered assigns) and in the form attached hereto as Exhibit H. Thereafter, the Loans evidenced by such promissory note and interest thereon shall at all times (including after assignment pursuant to Section 9.04) be represented by one or more promissory notes in such form payable to the order of the payee named therein (or, if such promissory note is a registered note, to such payee and its registered assigns).

Appears in 1 contract

Samples: Credit Agreement (CSG Systems International Inc)

Evidence of Debt; Repayment of Loans. (a) The Borrower hereby unconditionally promises to pay (i) to the Administrative Agent for the account of each Lender holding Term B Loans, the principal amount of each Term B Loan of such Lender as provided in Section 2.09, (iii) to the Administrative Agent for the account of each Revolving Lender, the then unpaid principal amount of each Revolving Loan of such Lender on the Revolving Maturity Date and (iiiii) to the Swingline Lender the then unpaid principal amount of each Swingline Loan on the applicable earlier of the Revolving Maturity Date and the first date after such Swingline Maturity DateLoan is made that is the 15th or last day of a calendar month and is at least two Business Days after such Swingline Loan is made; provided that on each date that a Revolving Borrowing is made, Borrower shall repay all Swingline Loans that were outstanding on the date such Borrowing was requested. (b) Each Lender shall maintain in accordance with its usual practice an account or accounts evidencing the indebtedness of the Borrower to such Lender resulting from each Loan made by 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. (c) The Administrative Agent shall maintain accounts in which it will record (i) the amount of each Loan made hereunder, the Type and Class thereof and Type thereof and, if a Eurodollar Revolving Loan, the Interest Period applicable thereto, ; (ii) the amount of any principal or interest due and payable or to become due and payable from the Borrower to each Lender hereunder hereunder; and (iii) the amount of any sum received by the Administrative Agent hereunder from for the Borrower or any Guarantor account of the Lenders and each Lender’s share thereof. (d) The entries made in the accounts maintained pursuant to paragraphs (b) and (c) above shall be prima facie evidence of the existence and amounts of the obligations therein recorded; provided, however, provided that the failure of any Lender or the Administrative Agent to maintain such accounts or any error therein shall not in any manner affect the obligation obligations of the Borrower to repay the Loans in accordance with their terms. (e) Any Lender may request that Loans of any Class made by it be evidenced by a promissory note. In such event, each Borrower shall prepare, execute and deliver to such Lender a promissory note payable to the order of such Lender (or, if requested by such Lender, to such Lender and its registered assigns) and in the form attached hereto of Exhibits X-0, X-0, X-0, G-4 and G-5, as Exhibit H. the case may be. Thereafter, the Loans evidenced by such promissory note and interest thereon shall at all times (including after assignment pursuant to Section 9.0411.04) be represented by one or more promissory notes in such form payable to the order of the payee named therein (or, if such promissory note is a registered note, to such payee and its registered assigns).

Appears in 1 contract

Samples: Credit Agreement (Basic Energy Services Inc)

Evidence of Debt; Repayment of Loans. (a) The Borrower hereby unconditionally promises to pay (i) to the Administrative Agent for the account of each Lender holding Term Loans, the principal amount of each Term Loan of such Lender as provided in Section 2.09, (iii) to the Administrative Agent for the account of each Revolving Lender, the then unpaid principal amount of each Revolving Loan of such Lender on the Revolving Maturity Date and (iiiii) to the Swingline Lender the then unpaid principal amount of each Swingline Loan on the applicable earlier of the Revolving Maturity Date and the first date after such Swingline Maturity DateLoan is made that is the 15th or last day of a calendar month and is at least five Business Days after such Swingline Loan is made; provided that on each date that a Revolving Borrowing is made, Borrower shall repay all Swingline Loans that were outstanding on the date such Borrowing was requested. (b) Each Lender shall maintain in accordance with its usual practice an account or accounts evidencing the indebtedness of the Borrower to such Lender resulting from each Loan made by 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. (c) The Administrative Agent shall maintain accounts in which it will record (i) the amount of each Loan made hereunder, the Type and Class thereof and Type thereof and, if a Eurodollar Revolving Loan, the Interest Period applicable thereto, ; (ii) the amount of any principal or interest due and payable or to become due and payable from the Borrower to each Lender hereunder hereunder; and (iii) the amount of any sum received by the Administrative Agent hereunder from for the Borrower or any Guarantor account of the Lenders and each Lender’s 's share thereof. (d) The entries made in the accounts maintained pursuant to paragraphs (b) and (c) above shall be prima facie evidence of the existence and amounts of the obligations therein recorded; provided, however, that the failure of any Lender or the Administrative Agent to maintain such accounts or any error therein shall not in any manner affect the obligation obligations of the Borrower to repay the Loans in accordance with their terms. (e) Any Lender may request that Loans of any Class made by it be evidenced by a promissory note. In such event, each Borrower shall prepare, execute and deliver to such Lender a promissory note payable to the order of such Lender (or, if requested by such Lender, to such Lender and its registered assigns) and in a form approved by the form attached hereto as Exhibit H. Administrative Agent. Thereafter, the Loans evidenced by such promissory note and interest thereon shall at all times (including after assignment pursuant to Section 9.0411.04) be represented by one or more promissory notes in such form payable to the order of the payee named therein (or, if such promissory note is a registered note, to such payee and its registered assigns).

Appears in 1 contract

Samples: Credit Agreement (Communications & Power Industries Inc)

Evidence of Debt; Repayment of Loans. (a) The Borrower hereby unconditionally promises to pay to (i) the Administrative Agent for the account of each Term Loan Lender, the principal amount of each Term Loan of such Term Loan Lender as provided in Section 2.09, (iii) the Administrative Agent for the account of each Revolving Lender, the then unpaid principal amount of each Revolving Loan of such Revolving Lender on the Revolving Maturity Date and (iiiii) the Swingline Lender, the then unpaid principal amount of each Swingline Loan on the applicable earlier of the Revolving Maturity Date and the first date after such Swingline Maturity DateLoan is made that is the 15th or last day of a calendar month (or, if such date is not a Business Day, on the next succeeding Business Day) and is at least two Business Days after such Swingline Loan is made; provided that, on each date that a Revolving Borrowing is made, Borrower shall repay all Swingline Loans that were outstanding on the date such Borrowing was requested. (b) Each Lender shall maintain in accordance with its usual practice an account or accounts evidencing the indebtedness of the Borrower to such Lender resulting from each Loan made by 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. (c) The Administrative Agent shall maintain accounts in which it will record (i) the amount of each Loan made hereunder, the Type and Class thereof and Type thereof and, if a Eurodollar Revolving Loan, the Interest Period applicable thereto, (ii) the amount of any principal or interest due and payable or to become due and payable from the Borrower to each Lender hereunder hereunder, and (iii) the amount of any sum received by the Administrative Agent hereunder from for the Borrower or any Guarantor account of the Lenders and each Lender’s share thereof. (d) The entries made in the accounts maintained pursuant to paragraphs (bSections 2.04(b) and (c) above shall be prima facie evidence of the existence and amounts of the obligations therein recorded; provided, however, provided that the failure of any Lender or the Administrative Agent to maintain such accounts or any error therein shall not in any manner affect the obligation obligations of Borrower and the Borrower other Loan Parties to repay pay and perform the Loans Obligations in accordance with their termsthe Loan Documents. In the event of any conflict between the accounts and records maintained by any Lender and the accounts and records of the Administrative Agent in respect of such entries, the accounts and records of the Administrative Agent shall control in the absence of manifest error. (e) Any Lender by written notice to Borrower (with a copy to the Administrative Agent) may request that Loans of any Class made by it be evidenced by a promissory note. In such event, each Borrower shall promptly (and, in all events, within five Business Days of receipt of such request) prepare, execute and deliver to such Lender a promissory note payable to the order of such Lender (or, if requested by such Lender, to such Lender and its registered assigns) and in the form attached hereto of Exhibit I-1, I-2 or I-3, as Exhibit H. the case may be. Thereafter, the Loans evidenced by such promissory note and interest thereon shall at all times (including after assignment pursuant to Section 9.0411.04) be represented by one or more promissory notes in such form payable to the order of the payee named therein (or, if such promissory note is a registered note, to such payee and its registered assigns).

Appears in 1 contract

Samples: Credit Agreement (PHC Inc /Ma/)

Evidence of Debt; Repayment of Loans. (ai) The Borrower hereby unconditionally promises to pay to the Administrative Agent for the account of each Term Lender, the principal amount of each Term Loan of such Lender as provided in Section 2.11, and (iii) the Borrower hereby unconditionally promises to pay to the Administrative Agent for the account of each Lender, on the relevant Revolving Credit Maturity Date for any Class of Revolving Credit Commitments (and related Revolving Credit Exposure), the then unpaid principal amount of each Revolving Loan of such Class made by such Lender to the Borrower. The Borrower hereby unconditionally promises to pay to the applicable Swingline Lender, on the Maturity Date and (ii) date upon which the Swingline Commitment of such Swingline Lender terminates, the then unpaid principal amount of each Swingline Loan on made to the applicable Borrower by such Swingline Maturity DateLender. (b) Each Lender shall maintain in accordance with its usual practice an account or accounts evidencing the indebtedness of the Borrower to such Lender resulting from each Loan made by 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. (c) The Administrative Agent shall maintain accounts in which it will record (i) the Borrower, (ii) the principal amount of each Loan made hereunder, the Series, the Class and Type thereof and, if a Eurodollar Revolving Loanapplicable, the Interest Period applicable thereto, (iiiii) the amount of any principal or interest due and payable or to become due and payable from the Borrower to each Lender hereunder and (iiiiv) the amount of any sum received by the Administrative Agent hereunder from the Borrower or any Guarantor and each Lender’s share thereof. (d) The entries made in the accounts maintained pursuant to paragraphs (b) and (c) above shall be prima facie evidence of the existence and amounts of the obligations therein recorded; provided, however, that the failure of any Lender or the Administrative Agent to maintain such accounts or any error therein shall not in any manner affect the obligation obligations of the Borrower to repay the Loans in accordance with their termsthe terms of this Agreement. (e) Any Lender may request that Loans made by it hereunder be evidenced by a promissory note. In such event, each the Borrower shall prepare, execute and deliver to such Lender a promissory note payable to the order of such Lender (or, if requested by such Lender, to such Lender and its permitted registered assigns) assigns in form and substance reasonably acceptable to the Administrative Agent. Notwithstanding any other provision of this Agreement, in the form attached hereto as Exhibit H. Thereafterevent any Lender shall request and receive such a promissory note, the Loans evidenced interests represented by such promissory note and interest thereon shall at all times (including after any assignment of all or part of such interests pursuant to Section 9.04) be represented by one or more promissory notes in such form payable to the order of the payee named therein (or, if such promissory note is a registered note, to such payee and or its registered assigns). If any Lender loses the original copy of its promissory note, it shall execute an affidavit of loss containing an indemnification provision that is reasonably satisfactory to the Borrower. The obligation of each Lender to execute and deliver an affidavit of loss containing an indemnification provision that is reasonably satisfactory to the Borrower shall survive the Termination Date.

Appears in 1 contract

Samples: Credit Agreement (Dayforce, Inc.)

Evidence of Debt; Repayment of Loans. (a) The Borrower hereby unconditionally promises to pay to (i) the Administrative Agent for the account of each Term Loan Lender, the principal amount of each Term Loan of such Term Loan Lender as provided in Section 2.09, (iii) the Administrative Agent for the account of each Revolving Lender, the then unpaid principal amount of each Revolving Loan of such Revolving Lender on the Revolving Maturity Date and (iiiii) the Swingline Lender, the then unpaid principal amount of each Swingline Loan on the applicable earlier of the Revolving Maturity Date and the first date after such Swingline Maturity DateLoan is made that is the 15th or last day of a calendar month and is at least two Business Days after such Swingline Loan is made; provided that on each date that a Revolving Borrowing is made, Borrower shall repay all Swingline Loans that were outstanding on the date such Borrowing was requested. (b) Each Lender shall maintain in accordance with its usual practice an account or accounts evidencing the indebtedness of the Borrower to such Lender resulting from each Loan made by 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. (c) The Administrative Agent shall maintain accounts in which it will record (i) the amount of each Loan made hereunder, the Type and Class thereof and Type thereof and, if a Eurodollar Revolving Loan, the Interest Period applicable thereto, ; (ii) the amount of any principal or interest due and payable or to become due and payable from the Borrower to each Lender hereunder hereunder; and (iii) the amount of any sum received by the Administrative Agent hereunder from for the Borrower or any Guarantor account of the Lenders and each Lender’s share thereof. (d) The Absent manifest error, the entries made in the accounts maintained pursuant to paragraphs (b) and (c) above shall be prima facie evidence of the existence and amounts of the obligations therein recorded; provided, however, provided that the failure of any Lender or the Administrative Agent to maintain such accounts or any error therein shall not in any manner affect the obligation obligations of the Borrower to repay the Loans in accordance with their terms. (e) Any Lender by written notice to Borrower (with a copy to the Administrative Agent) may request that Loans of any Class made by it be evidenced by a promissory note. In such event, each Borrower shall prepare, execute and deliver to such Lender a promissory note payable to the order of such Lender (or, if requested by such Lender, to such Lender and its registered assigns) and in the form attached hereto of Exhibit X-0, X-0 xx X-0, as Exhibit H. the case may be. Thereafter, the Loans evidenced by such promissory note and interest thereon shall at all times (including after assignment pursuant to Section 9.0411.04) be represented by one or more promissory notes in such form payable to the order of the payee named therein (or, if such promissory note is a registered note, to such payee and its registered assigns).

Appears in 1 contract

Samples: First Lien Credit Agreement (Critical Homecare Solutions Holdings, Inc.)

Evidence of Debt; Repayment of Loans. (a) The Borrower Borrowers hereby unconditionally promises promise to pay (i) to the Administrative Agent for the account of each Lender (i) Revolving Lender, the then unpaid principal amount of each Revolving Loan of such Lender on the Revolving Maturity Date and (ii) to the Swingline Lender the then unpaid principal amount of each Swingline Loan on the applicable earlier of the Revolving Maturity Date and the first date after such Swingline Maturity DateLoan is made that is the 15th or last day of a calendar month and is at least two Business Days after such Swingline Loan is made; provided that on each date that a Revolving Borrowing is made, Borrowers shall repay all Swingline Loans that were outstanding on the date such Borrowing was requested. (b) Each Lender shall maintain in accordance with its usual practice an account or accounts evidencing the indebtedness of the Borrower Borrowers to such Lender resulting from each Loan made 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. (c) The Administrative Agent shall maintain accounts in which it will record (i) the amount of each Loan made hereunder, the Type and Class thereof and Type thereof and, if a Eurodollar Revolving Loan, the Interest Period applicable thereto, ; (ii) the amount of any principal or interest due and payable or to become due and payable from the Borrower Borrowers to each Lender hereunder hereunder; and (iii) the amount of any sum received by the Administrative Agent hereunder from for the Borrower or any Guarantor account of the Lenders and each Lender’s share thereof. (d) The entries made in the accounts maintained pursuant to paragraphs (b) and (c) above shall be prima facie evidence of the existence and amounts of the obligations therein recorded; provided, however, provided that the failure of any Lender or the Administrative Agent to maintain such accounts or any error therein shall not in any manner affect the obligation obligations of the Borrower Borrowers to repay the Loans in accordance with their terms. (e) Any Lender may request that Loans of any Class made by it be evidenced by a promissory note. In such event, each Borrower Borrowers shall prepare, execute and deliver to such Lender a promissory note payable to the order of such Lender (or, if requested by such Lender, to such Lender and its registered assigns) and in the form attached hereto of Exhibit H-1 or H-2, as Exhibit H. the case may be. Thereafter, the Loans evidenced by such promissory note and interest thereon shall at all times (including after assignment pursuant to Section 9.0411.04) be represented by one or more promissory notes in such form payable to the order of the payee named therein (or, if such promissory note is a registered note, to such payee and its registered assigns). (f) Within 45 days after the Closing Date, Borrowers and the other Loan Parties shall establish, and thereafter shall maintain in place, the cash management system described in this Section 2.04(f). All funds received at any time by each Borrower and each other Loan Party, whether from sales of Inventory or collections of Accounts in the ordinary course of business, from Net Cash Proceeds or otherwise, shall be deposited in one or more collection accounts over which the Administrative Agent shall have complete dominion and control and which shall be subject to a Deposit Account Control Agreement among such Borrower or Loan Party, the Administrative Agent and the bank at which such account is maintained, except that (x) the Loan Parties may maintain a bank account or accounts in Canada (which shall be used for depositing payments received from Canadian customers in Canadian dollars) which are not subject to such a Deposit Account Control Agreement; provided, that, the aggregate amounts held in all such Canadian bank accounts shall not at any time exceed the Canadian dollar equivalent of $250,000 and (y) the Loan Parties may maintain bank accounts in the United States which are not subject to such a Deposit Account Control Agreement; provided that, the aggregate amounts held in all such United States bank accounts shall not at any time exceed $5,000,000 (collectively, the

Appears in 1 contract

Samples: Revolving Credit Agreement (Department 56 Inc)

Evidence of Debt; Repayment of Loans. (a) The Borrower hereby unconditionally promises to pay (i) to the Administrative Agent for the account of each Lender (i) the then unpaid principal amount of each Revolving Loan on the Revolving Credit Maturity Date and Date, (ii) to the Administrative Agent for the account of each Lender the principal amount of each Term Loan of such Lender as provided in Section 2.11 and (iii) to the Swingline Lender the then unpaid principal amount of each Swingline Loan on the applicable earlier of the Revolving Credit Maturity Date and the first date after such Swingline Maturity DateLoan is made that is the 15th or last day of a calendar month and is at least two Business Days after such Swingline Loan is made; provided, however, that on each date that a Revolving Credit Borrowing is made, the Borrower shall repay all Swingline Loans that were outstanding on the date such Borrowing was requested. (b) Each Lender shall maintain in accordance with its usual practice an account or accounts evidencing the indebtedness of the Borrower to such Lender resulting from each Loan made by 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. (c) The Administrative Agent shall maintain accounts in which it will record (i) the amount of each Loan made hereunder, the Class and Type thereof and, if a Eurodollar Revolving Loan, and the Interest Period applicable thereto, (ii) the amount of any principal or interest due and payable or to become due and payable from the Borrower to each Lender hereunder and (iii) the amount of any sum received by the Administrative Agent hereunder from the Borrower or any Guarantor and each Lender’s 's share thereof. (d) The entries made in the accounts maintained pursuant to paragraphs (b) and (c) above shall be prima facie evidence of the existence and amounts of the obligations therein recorded; provided, however, that the failure of any Lender or the Administrative Agent to maintain such accounts or any error therein shall not in any manner affect the obligation of the Borrower to repay the Loans in accordance with their terms. (e) Any Notwithstanding any other provision of this Agreement, in the event any Lender may shall request that Loans made by it be evidenced by a promissory note. In such event, each Borrower shall prepare, execute and deliver to such Lender receive a promissory note payable to the order of such Lender (or, if requested by such Lender, to such Lender and its registered assigns) and in the form attached hereto as Exhibit H. Thereafter, the Loans evidenced interests represented by such promissory note and interest thereon shall at all times (including after any assignment of all or part of such interests pursuant to Section 9.0410.04) be represented by one or more promissory notes in such form payable to the order of the payee named therein (or, if such promissory note is a registered note, to such payee and or its registered assigns).

Appears in 1 contract

Samples: Credit Agreement (Cross Country Healthcare Inc)

Evidence of Debt; Repayment of Loans. (a) The Borrower hereby unconditionally promises to pay to (i) the Administrative Agent for the account of each Term Loan Lender, the principal amount of each Term Loan of such Term Loan Lender as provided in Section 2.09, (iii) the Administrative Agent for the account of each Revolving Lender, the then unpaid principal amount of each Revolving Loan of such Revolving Lender on the Revolving Maturity Date Date, and (iiiii) the Swingline Lender for its own account, the then unpaid principal amount of each Swingline Loan on the applicable earlier of the Revolving Maturity Date and the date that is no later than five (5) Business Days after such Swingline Maturity DateLoan is made. (b) Each Lender shall maintain in accordance with its usual practice an account or accounts evidencing the indebtedness of the Borrower to such Lender resulting from each Loan made by 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. (c) The Administrative Agent shall maintain accounts in which it will record (i) the amount of each Loan made hereunder, the Type and Class thereof and Type thereof and, if a Eurodollar Revolving Loan, the Interest Period applicable thereto, (ii) the amount of any principal or interest due and payable or to become due and payable from the Borrower to each Lender hereunder hereunder, and (iii) the amount of any sum received by the Administrative Agent hereunder from for the Borrower or any Guarantor account of the Lenders and each Lender’s share thereof. (d) The entries made in the accounts maintained pursuant to paragraphs (bSections 2.04(b) and (c) above shall be prima facie evidence of the existence and amounts of the obligations therein recorded; provided, however, provided that the failure of any Lender or the Administrative Agent to maintain such accounts or any error therein shall not in any manner affect the obligation obligations of Borrower and the Borrower other Loan Parties to repay pay, and perform, the Loans Obligations in accordance with their termsthe Loan Documents. In the event of any conflict between the accounts and records maintained by any Lender and the accounts and records of the Administrative Agent in respect of such entries, the accounts and records of the Administrative Agent shall control in the absence of manifest error. (e) Any Lender by written notice to Borrower (with a copy to the Administrative Agent) may request that Loans of any Class made by it be evidenced by a promissory note. In such event, each Borrower shall promptly (and, in all events, within five Business Days of receipt of such request) prepare, execute and deliver to such Lender a promissory note payable to the order of such Lender (or, if requested by such Lender, to such Lender and its registered assigns) and in the form attached hereto of Exhibit I-1, I-2 or I-3, as Exhibit H. the case may be. Thereafter, the Loans evidenced by such promissory note and interest thereon shall at all times (including after assignment pursuant to Section 9.0410.04) be represented by one or more promissory notes in such form payable to the order of the payee named therein (or, if such promissory note is a registered note, to such payee and its registered assigns).

Appears in 1 contract

Samples: Credit Agreement (Biglari Holdings Inc.)

Evidence of Debt; Repayment of Loans. (a) The Each Borrower hereby unconditionally promises to pay to the Administrative Agent for the account of the Swingline Lender or each other Lender entitled thereto (i) the then unpaid principal amount of each Revolving Loan Swingline Loan, on the last day of the Interest Period applicable to such Loan or, if earlier, on the Revolving Credit Maturity Date Date, (ii) the principal amount of each Tranche B Term Loan of such Lender as provided in Section 2.11 and (iiiii) the then unpaid principal amount of each Swingline Revolving Loan and A/C Fronted Loan on the applicable Swingline Revolving Credit Maturity Date. (b) Each Lender shall maintain in accordance with its usual practice an account or accounts evidencing the indebtedness of the each Borrower to such Lender resulting from each Loan made by such Lender from time to time, including the amounts of principal and interest payable and paid such Lender from time to time under this Agreement. (c) The Administrative Agent shall maintain accounts in which it will record (i) the amount of each Loan made hereunder, the Class and Type thereof and, if a Eurodollar Revolving Loan, and the Interest Period applicable thereto, (ii) the amount of any principal or interest due and payable or to become due and payable from the each Borrower to each Lender hereunder and (iii) the amount of any sum received by the Administrative Agent hereunder from the each Borrower or any Guarantor and each Lender’s 's share thereof. (d) The entries made in the accounts maintained pursuant to paragraphs (b) and (c) above shall be prima facie evidence of the existence and amounts of the obligations therein recorded; provided, however, that the failure of any Lender or the Administrative Agent to maintain such accounts or any error therein shall not in any manner affect the obligation obligations of the any Borrower to repay the Loans in accordance with their terms. (e) Any Lender may request that Loans made by it be evidenced by a promissory note. In such event, each the Borrower shall prepare, execute and deliver to such Lender a promissory note payable to the order of such Lender (or, if requested by such Lender, to such Lender and its registered assigns) and in a form and substance reasonably acceptable to the form attached hereto as Exhibit H. ThereafterAdministrative Agent and the Borrower. Notwithstanding any other provision of this Agreement, in the event any Lender shall request and receive a promissory note payable to such Lender and its registered assigns, the Loans evidenced interests represented by such promissory note and interest thereon shall at all times (including after any assignment of all or part of such interests pursuant to Section 9.04) be represented by one or more promissory notes in such form payable to the order of the payee named therein (or, if such promissory note is a registered note, to such payee and or its registered assigns).

Appears in 1 contract

Samples: Amendment Agreement (Terex Corp)

Evidence of Debt; Repayment of Loans. (a) The Borrower hereby unconditionally promises to pay to the Administrative Agent for the account of each Lender (i) the then unpaid principal amount of each Revolving Loan of such Lender on the Revolving Credit Maturity Date and (ii) Date. The Borrower hereby promises to pay to the Swingline Lender the then unpaid principal amount of each Swingline Loan on the applicable earlier of the Revolving Credit Maturity Date and the date that is at least five Business Days after such Swingline Maturity DateLoan is made, provided that on each date that a Revolving Credit Borrowing is made, the Borrower shall repay all Swingline Loans then outstanding. (b) Each Lender shall maintain in accordance with its usual practice an account or accounts evidencing the indebtedness of the Borrower to such Lender resulting from each Loan made by 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. (c) The Administrative Agent shall maintain accounts in which it will record (i) the amount of each Loan made hereunder, the Class and Type thereof and, if a Eurodollar Revolving Loanapplicable, the Interest Period applicable thereto, (ii) the amount of any principal or interest due and payable or to become due and payable from the Borrower to each Lender hereunder and (iii) the amount of any sum received by the Administrative Agent hereunder from the Borrower or any Guarantor and each Lender’s share thereof. (d) The entries made in the accounts maintained pursuant to paragraphs (b) and (c) above shall be prima facie evidence of the existence and amounts of the obligations therein recorded; provided, however, that the failure of any Lender or the Administrative Agent to maintain such accounts or any error therein shall not in any manner affect the obligation obligations of the Borrower to repay the Loans in accordance with their terms. (e) Any Lender may request that Loans made by it hereunder be evidenced by a promissory note. In such event, each the Borrower shall prepare, execute and deliver to such Lender a promissory note payable to the order of such Lender (or, if requested by such Lender, to such Lender and its registered assigns) assigns and in a form and substance reasonably acceptable to the form attached hereto as Exhibit H. ThereafterAdministrative Agent and the Borrower. Notwithstanding any other provision of this Agreement, in the event any Lender shall request and receive such a promissory note, the Loans evidenced interests represented by such promissory note and interest thereon shall at all times (including after any assignment of all or part of such interests pursuant to Section 9.04) be represented by one or more promissory notes in such form payable to the order of the payee named therein (or, if such promissory note is a registered note, to such payee and or its registered assigns).

Appears in 1 contract

Samples: Credit Agreement (Itc Deltacom Inc)

Evidence of Debt; Repayment of Loans. The Parent Borrower hereby unconditionally promises to pay to the Administrative Agent for the account of each Lender, (ax) The the principal amount of each Term Loan of such Lender as provided in Section 2.11 and2.11, (y) on the Non-Extended Revolving Credit Maturity Date, the then unpaid principal amount of each Non-Extended Revolving Loan of such Lender made to the Parent Borrower and (z) on the Extended Revolving Credit Maturity Date, the then unpaid principal amount of each Extended Revolving Loan of such Lender made to the Parent Borrower and (ii) each Foreign Subsidiary Borrower hereby unconditionally promises to pay to the Administrative Agent for the account of each Lender (i) on the Revolving Credit Maturity Date, the then unpaid principal amount of each Revolving Loan made by such Lender, (x) on the Non-Extended Revolving Credit Maturity Date, the then unpaid principal amount of each Non-Extended Revolving Loan of such Lender made to such Foreign Subsidiary Borrower and (y) on the Extended Revolving Credit Maturity Date, the then unpaid principal amount of each Extended Revolving Loan of such Lender made to such Foreign Subsidiary Borrower. Each Borrower hereby promises to pay to the Swingline Lender on the Extended Revolving Credit Maturity Date and (ii) the then unpaid principal amount of each Swingline Loan on the applicable Swingline Maturity Date. (b) made to such Borrower. Each Lender shall maintain in accordance with its usual practice an account or accounts evidencing the indebtedness of the relevant Borrower to such Lender resulting from each Loan made 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. (c) . The Administrative Agent shall maintain accounts in which it will record (i) the relevant Borrower, (ii) the amount of each Loan made hereunder, the Class and Type thereof and, if a Eurodollar Revolving Loanapplicable, the Interest Period applicable thereto, (iiiii) the amount of any principal or interest due and payable or to become due and payable from the relevant Borrower to each Lender hereunder and (iiiiv) the amount of any sum received by the Administrative Agent hereunder from the Borrower Borrowers or any Guarantor and each Lender’s share thereof. (d) . The entries made in the accounts maintained pursuant to paragraphs (b) and (c) above shall be prima facie evidence of the existence and amounts of the obligations therein recorded; provided, however, that the failure of any Lender or the Administrative Agent to maintain such accounts or any error therein shall not in any manner affect the obligation obligations of the Borrower Borrowers to repay the Loans in accordance with their terms. (e) the terms of this Agreement. Any Lender may request that Loans made by it hereunder be evidenced by a promissory notenote in substantially the form of Exhibit G-1 or Exhibit G-2, as applicable, with appropriate insertions and deletions (each, a “Note”). In such event, each the relevant Borrower shall prepare, execute and deliver to such Lender a promissory note Note payable to the order of such Lender (or, if requested by such Lender, to such Lender and its permitted registered assigns) and . Notwithstanding any other provision of this Agreement, in the form attached hereto as Exhibit H. Thereafterevent any Lender shall request and receive such a Note, the Loans evidenced interests represented by such promissory note and interest thereon Note shall at all times (including after any assignment of all or part of such interests pursuant to Section 9.04) be represented by one or more promissory notes in such form Notes payable to the order of the payee named therein (or, if such promissory note is a registered note, to such payee and or its registered assigns).

Appears in 1 contract

Samples: Credit Agreement (VWR Funding, Inc.)

Evidence of Debt; Repayment of Loans. (a) The Borrower hereby unconditionally promises to pay to (i) the Administrative Agent for the account of each Term Loan Lender, the principal amount of each Term Loan of such Term Loan Lender as provided in Section 2.09, (iii) the Administrative Agent for the account of each Revolving Lender, the then unpaid principal amount of each Revolving Loan of such Revolving Lender on the Revolving Maturity Date and (iiiii) the Swingline Lender for its own account, the then unpaid principal amount of each Swingline Loan on the applicable earlier of the Revolving Maturity Date and the date that is no later than five (5) Business Days after such Swingline Maturity DateLoan is made; provided that, on each date that a Revolving Borrowing is made, Borrower shall repay all Swingline Loans that were outstanding on the date such Borrowing was requested. (b) Each Lender shall maintain in accordance with its usual practice an account or accounts evidencing the indebtedness of the Borrower to such Lender resulting from each Loan made by 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. (c) The Administrative Agent shall maintain accounts in which it will record (i) the amount of each Loan made hereunder, the Type and Class thereof and Type thereof and, if a Eurodollar Revolving Loan, the Interest Period applicable thereto, (ii) the amount of any principal or interest due and payable or to become due and payable from the Borrower to each Lender hereunder hereunder, and (iii) the amount of any sum received by the Administrative Agent hereunder from for the Borrower or any Guarantor account of the Lenders and each Lender’s share thereof. (d) The entries made in the accounts maintained pursuant to paragraphs (bSections 2.04(b) and (c) above shall be prima facie evidence of the existence and amounts of the obligations therein recorded; provided, however, provided that the failure of any Lender or the Administrative Agent to maintain such accounts or any error therein shall not in any manner affect the obligation obligations of Borrower and the Borrower other Loan Parties to repay pay, and perform, the Loans Obligations in accordance with their termsthe Loan Documents. In the event of any conflict between the accounts and records maintained by any Lender and the accounts and records of the Administrative Agent in respect of such entries, the accounts and records of the Administrative Agent shall control in the absence of manifest error. (e) Any Lender by written notice to Borrower (with a copy to the Administrative Agent) may request that Loans of any Class made by it be evidenced by a promissory note. In such event, each Borrower shall promptly (and, in all events, within five Business Days of receipt of such request) prepare, execute and deliver to such Lender a promissory note payable to the order of such Lender (or, if requested by such Lender, to such Lender and its registered assigns) and in the form attached hereto of Exhibit I-1, I-2 or I-3, as Exhibit H. the case may be. Thereafter, the Loans evidenced by such promissory note and interest thereon shall at all times (including after assignment pursuant to Section 9.0410.04) be represented by one or more promissory notes in such form payable to the order of the payee named therein (or, if such promissory note is a registered note, to such payee and its registered assigns).

Appears in 1 contract

Samples: Credit Agreement (Biglari Holdings Inc.)

Evidence of Debt; Repayment of Loans. (a) The Borrower hereby unconditionally promises to pay to the Administrative Agent for the account of each Lender (i) Lender, the then unpaid principal amount of each Revolving Loan of such Lender on the Loan Maturity Date Date, and (ii) to the then unpaid principal amount of each Swingline Loan extent not previously irrevocably paid in full in cash, all Loans and Obligations shall be due and payable on the applicable Swingline Loan Maturity Date. All amounts borrowed and repaid hereunder shall not be reborrowed. (b) Each Lender shall maintain in accordance with its usual practice an account or accounts evidencing the indebtedness of the Borrower to such Lender resulting from each Loan made by 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. (c) The Administrative Agent shall maintain accounts in which it will record (i) the amount of each Loan made hereunderhereunder (including, for the avoidance of doubt, any increases in principal as a result of PIK Interest), the Type and Class thereof and Type thereof and, if a Eurodollar Revolving Loan, the Interest Period applicable thereto, (ii) the amount of any principal or interest due and payable or to become due and payable from the Borrower to each Lender hereunder (which shall reflect the increase in the principal amount of the Loans as a result of the payment of PIK Interest pursuant to Section 2.06(f)) and (iii) the amount of any sum received by the Administrative Agent hereunder from for the Borrower or any Guarantor account of the Lenders and each Lender’s share thereof. (d) The entries made in the accounts maintained pursuant to paragraphs (bSections 2.04(b) and (c) above shall be prima facie conclusive, absent manifest error, evidence of the existence and amounts of the obligations therein recorded; provided, however, provided that the failure of any Lender or the Administrative Agent to maintain such accounts or any error therein shall not in any manner affect the obligation obligations of Borrower and the Borrower other Loan Parties to repay pay, and perform, the Loans Obligations in accordance with their termsthe Loan Documents. In the event of any conflict between the accounts and records maintained by any Lender and the accounts and records of the Administrative Agent in respect of such entries, the accounts and records of the Administrative Agent shall control in the absence of manifest error. (e) Any Lender by written notice to Borrower (with a copy to the Administrative Agent) may request that Loans of any Class made by it be evidenced by a promissory note. In such event, each Borrower shall preparepromptly (and, in all events, within five (5) Business Days of receipt), execute and deliver to such Lender Lender, a promissory note payable to the order of such Lender (or, if requested by such Lender, to such Lender and its registered assigns) and assigns in the form attached hereto of Exhibit I, as Exhibit H. the case may be. Thereafter, the Loans evidenced by such promissory note and interest thereon shall at all times (including after assignment pursuant to Section 9.0410.04) be represented by one or more promissory notes in such form payable to the order of the payee named therein (or, if such promissory note is a registered note, to such payee Lender and its registered assigns).

Appears in 1 contract

Samples: Second Out Term Loan Credit Agreement (Internap Corp)

Evidence of Debt; Repayment of Loans. (a) The Borrower hereby unconditionally promises to pay (i) to the Administrative Agent for the account of each Lender holding Term B Loans, the principal amount of each Term B Loan of such Lender as provided in Section 2.09, (iii) to the Administrative Agent for the account of each Revolving Lender, the then unpaid principal amount of each Revolving Loan of such Lender on the Revolving Maturity Date and (iiiii) to the Swingline Lender the then unpaid principal amount of each Swingline Loan on the applicable earlier of the Revolving Maturity Date and the first date after such Swingline Maturity DateLoan is made that is the 15th or last day of a calendar month and is at least five Business Days after such Swingline Loan is made; provided that on each date that a Revolving Borrowing is made, Borrower shall repay all Swingline Loans that were outstanding on the date such Borrowing was requested. (b) Each Lender shall maintain in accordance with its usual practice an account or accounts evidencing the indebtedness of the Borrower to such Lender resulting from each Loan made by 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. (c) The Administrative Agent shall maintain accounts in which it will record (i) the amount of each Loan made hereunder, the Type and Class thereof and Type thereof and, if a Eurodollar Revolving Loan, the Interest Period applicable thereto, ; (ii) the amount of any principal or interest due and payable or to become due and payable from the Borrower to each Lender hereunder hereunder; and (iii) the amount of any sum received by the Administrative Agent hereunder from for the Borrower or any Guarantor account of the Lenders and each Lender’s 's share thereof. (d) The entries made in the accounts maintained pursuant to paragraphs (b) and (c) above shall be prima facie evidence of the existence and amounts of the obligations therein recorded; provided, however, that the failure of any Lender or the Administrative Agent to maintain such accounts or any error therein shall not in any manner affect the obligation obligations of the Borrower to repay the Loans in accordance with their terms. (e) Any Lender may request that Loans of any Class made by it be evidenced by a promissory note. In such event, each Borrower shall prepare, execute and deliver to such Lender a promissory note payable to the order of such Lender (or, if requested by such Lender, to such Lender and its registered assigns) and in a form approved by the form attached hereto as Exhibit H. Administrative Agent. Thereafter, the Loans evidenced by such promissory note and interest thereon shall at all times (including after assignment pursuant to Section 9.0411.04) be represented by one or more promissory notes in such form payable to the order of the payee named therein (or, if such promissory note is a registered note, to such payee and its registered assigns).

Appears in 1 contract

Samples: Credit Agreement (Cpi Holdco Inc)

Evidence of Debt; Repayment of Loans. (a) The Each Borrower hereby unconditionally promises to pay to the Administrative Agent for the account of each Lender (i) the then unpaid principal amount of each Revolving Loan made to such Borrower on the Maturity Date and (ii) Date; provided, however, that if the then Purchase Contract shall terminate prior to the Maturity Date, the Trustee shall repay the unpaid principal amount of each Swingline Loan made to it on the applicable Swingline earlier of (i) the Maturity Date, (ii) the 150th day following the Trust Termination Date, (iii) if any Event of Default that is not a Purchase Contract Default shall be in existence on the Trust Termination Date or shall thereafter occur, the 10th day following the later to occur of the Trust Termination Date or such Event of Default or (iv) if a Purchase Contract Default shall have occurred, on (A) the date of such occurrence or (B) such later date as the Administrative Agent may elect. (b) Each Lender shall maintain in accordance with its usual practice an account or accounts evidencing the indebtedness of the each Borrower to such Lender resulting from each Loan made by such Lender from time to time, including the amounts of principal and interest payable and paid such Lender from time to time under this Agreement. (c) The Administrative Agent shall maintain accounts in which it will record (i) the amount of each Loan made hereunder, the Class and Type thereof and, if a Eurodollar Revolving Loan, and the Interest Period applicable thereto, (ii) the amount of any principal or interest due and payable or to become due and payable from the each Borrower to each Lender hereunder and (iii) the amount of any sum received by the Administrative Agent hereunder from the each Borrower or any Guarantor and each Lender’s share thereof. (d) The entries made in the accounts maintained pursuant to paragraphs (b) and (c) above shall be prima facie evidence of the existence and amounts of the obligations therein recorded; provided, however, that the failure of any Lender or the Administrative Agent to maintain such accounts or any error therein shall not in any manner affect the obligation obligations of the Borrower Borrowers to repay the Loans in accordance with their terms. (e) Any Notwithstanding any other provision of this Agreement, in the event any Lender may shall request that Loans made by it be evidenced by a promissory note. In such event, each Borrower shall prepare, execute and deliver to such Lender receive a promissory note payable to the order of such Lender (or, if requested by such Lender, to such Lender and its registered assigns) and in the form attached hereto as Exhibit H. Thereafterassigns (each, a “Note”), the Loans evidenced interests represented by such promissory note and interest thereon Note shall at all times (including after any assignment of all or part of such interests pursuant to Section 9.0410.04) be represented by one or more promissory notes in such form Notes payable to the order of the payee named therein (or, if such promissory note is a registered note, to such payee and or its registered assigns).

Appears in 1 contract

Samples: Credit Agreement (El Paso Electric Co /Tx/)

Evidence of Debt; Repayment of Loans. (a) The Borrower hereby unconditionally promises to pay repay to the Administrative Facility Agent for the account of each Lender (i) the then unpaid principal amount of each Revolving Loan (including Swingline Loans) on the Maturity Date last day of its Interest Period and (ii) each Revolving Loan then outstanding on the then unpaid principal amount of Revolving Credit Maturity Date. The Borrower hereby promises to repay to the Swingline Lenders each Swingline Loan then outstanding on the applicable Swingline Revolving Credit Maturity Date. (b) Each Lender shall maintain in accordance with its usual practice an account or accounts evidencing the indebtedness of the Borrower to such Lender resulting from each Loan made by 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. (c) The Administrative Facility Agent shall maintain accounts in which it will record (i) the amount of each Loan made hereunder, the Class and Type thereof hereunder and, if a Eurodollar Revolving Loanapplicable, the Interest Period applicable thereto, (ii) the amount of any principal or interest due and payable or to become due and payable from the Borrower to each Lender hereunder and (iii) the amount of any sum received by the Administrative Facility Agent hereunder from the Borrower or any Guarantor and each Lender’s share thereof. (d) The entries made in the accounts maintained pursuant to paragraphs (b) and (c) above shall shall, absent manifest error, be prima facie evidence of the existence and amounts of the obligations therein recorded; provided, however, that the failure of any Lender or the Administrative Facility Agent to maintain such accounts or any error therein shall not in any manner affect the obligation obligations of the Borrower to repay the Loans in accordance with their terms. (e) Any Lender Without prejudice to the relevant Borrower’s obligation to repay the full amount of each Revolving Loan on the applicable repayment date, where, on the same day on which the Borrower is due to repay a Revolving Loan (a “Maturing Loan”) the Borrower has also requested that a Rollover Loan in the same currency as the Maturing Loan be made to it subject to the Lenders being obliged to make such Rollover Loan under Article IV (Conditions of Lending), the amount to be so repaid and the amount to be so drawn down shall be netted off against each other so that the amount which that Borrower is actually required to repay or, as the case may request that Loans made by it be evidenced by a promissory note. In such eventbe, each Borrower shall prepare, execute and deliver the amount which the Lenders are actually required to advance to such Lender a promissory note payable Borrower, shall be the net amount remaining after such netting off. Subject to the order provisions of such Lender this Agreement, any amount repaid under the Revolving Facility shall be capable of being redrawn until the Revolving Credit Maturity Date. (orf) The Borrower may not request any Swingline Loan under the Facility which would exceed $50,000,000 or which would, if so made, cause the aggregate amount of all outstanding Swingline Loans (together with the requested by such LenderSwingline Loans) to exceed $50,000,000. (g) The Borrower may not request more than one (1) Swingline Loan at any one time. (h) The Borrower may not request any Swingline Loan under the Facility which would, to such Lender and its registered assigns) and in the form attached hereto as Exhibit H. Thereafter, the together with all outstanding Revolving Loans evidenced by such promissory note and interest thereon shall at all times (including after assignment pursuant to Section 9.04) be represented by one or more promissory notes in such form payable to the order of the payee named therein (or, if such promissory note is a registered note, to such payee and its registered assigns)exceed USD 200,000,000.

Appears in 1 contract

Samples: Revolving Credit Agreement (CGG Veritas)

Evidence of Debt; Repayment of Loans. (a) The Borrower hereby unconditionally promises to pay to (i) the Administrative Agent for the account of each Term Loan Lender, the principal amount of each Term Loan of such Term Loan Lender as provided in Section 2.09, (iii) the Administrative Agent for the account of each Revolving Lender, the then unpaid principal amount of each Revolving Loan of such Revolving Lender on the Revolving Maturity Date and (iiiii) the Swingline Lender, the then unpaid principal amount of each Swingline Loan on the applicable earlier of the Revolving Maturity Date and the first date after such Swingline Maturity DateLoan is made that is the 15th or last day of a calendar month (or, if such date is not a Business Day, on the next succeeding Business Day) and is at least two (2) Business Days after such Swingline Loan is made; provided that, on each date that a Revolving Borrowing is made, Borrower shall repay all Swingline Loans that were outstanding on the date such Borrowing was requested. (b) Each Lender shall maintain in accordance with its usual practice an account or accounts evidencing the indebtedness of the Borrower to such Lender resulting from each Loan made by 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. (c) The Administrative Agent shall maintain accounts in which it will record (i) the amount of each Loan made hereunder, the Type and Class thereof and Type thereof and, if a Eurodollar Revolving Loan, the Interest Period applicable thereto, (ii) the amount of any principal or interest due and payable or to become due and payable from the Borrower to each Lender hereunder and (iii) the amount of any sum received by the Administrative Agent hereunder from for the Borrower or any Guarantor account of the Lenders and each Lender’s share thereof. (d) The entries made in the accounts maintained pursuant to paragraphs (bSections 2.04(b) and (c) above shall be prima facie conclusive, absent manifest error, evidence of the existence and amounts of the obligations therein recorded; provided, however, provided that the failure of any Lender or the Administrative Agent to maintain such accounts or any error therein shall not in any manner affect the obligation obligations of Borrower and the Borrower other Loan Parties to repay pay, and perform, the Loans Obligations in accordance with their termsthe Loan Documents. In the event of any conflict between the accounts and records maintained by any Lender and the accounts and records of the Administrative Agent in respect of such entries, the accounts and records of the Administrative Agent shall control in the absence of manifest error. (e) Any Lender by written notice to Borrower (with a copy to the Administrative Agent) may request that Loans of any Class made by it be evidenced by a promissory note. In such event, each the Administrative Agent shall promptly prepare and deliver to Borrower, and Borrower shall preparepromptly (and, in all events, within five (5) Business Days of receipt), execute and deliver to such Lender Lender, a promissory note payable to the order of such Lender (or, if requested by such Lender, to such Lender and its registered assigns) and assigns in the form attached hereto of Exhibit I-1, I-2 or I-3, as Exhibit H. the case may be. Thereafter, the Loans evidenced by such promissory note and interest thereon shall at all times (including after assignment pursuant to Section 9.0410.04) be represented by one or more promissory notes in such form payable to the order of the payee named therein (or, if such promissory note is a registered note, to such payee Lender and its registered assigns).

Appears in 1 contract

Samples: Credit Agreement (Internap Corp)

Evidence of Debt; Repayment of Loans. (a) The Borrower Company hereby unconditionally promises to pay to the Administrative Agent for the account of each Lender (i) the then unpaid principal amount of each Revolving Term Loan on of such Lender made to the Maturity Date Company as provided in Section 2.11 and (ii) the then unpaid principal amount of each Revolving Loan of such Lender on the Revolving Credit Maturity Date. The Company hereby promises to pay the Swingline Lender the then unpaid principal amount of each Swingline Loan on the applicable earlier of the Revolving Credit Maturity Date and the first date after such Swingline Maturity DateLoan is made that is the last day of a calendar month and is at least fifteen days after such Swingline Loan is made. (b) Each Lender shall maintain in accordance with its usual practice an account or accounts evidencing the indebtedness of the Borrower Company to such Lender resulting from each Loan made 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. (c) The Administrative Agent shall maintain accounts the Register in which it will record (i) the amount of each Loan made hereunder, the Class and Type thereof and, if a Eurodollar Revolving Loan, and the Interest Period applicable thereto, (ii) the amount of any principal or interest due and payable or to become due and payable from the Borrower Company to each Lender hereunder and (iii) the amount of any sum received by the Administrative Agent hereunder from the Borrower Company or any Guarantor and each Lender’s share thereof. (d) The entries made in the accounts maintained pursuant to paragraphs (b) and (c) above shall be prima facie evidence of the existence and amounts of the obligations therein recorded; provided, however, that the failure of any Lender or the Administrative Agent to maintain such accounts or any error therein shall not in any manner affect the obligation obligations of the Borrower Company to repay the Loans in accordance with their terms. In the event of any inconsistency between the Register and any Lender’s records, the recordations of the Register shall govern. (e) Any Lender may request that Loans made by it hereunder be evidenced by a promissory note. In such event, each Borrower the Company shall prepare, execute and deliver to such Lender a promissory note payable to the order of such Lender (or, if requested by such Lender, to such Lender and its registered assigns) assigns and in substantially in the form for the applicable Class of Loan or Commitment attached hereto as Exhibit H. ThereafterG. Notwithstanding any other provision of this Agreement, in the event any Lender shall request and receive such a promissory note, the Loans evidenced interests represented by such promissory note and interest thereon shall at all times (including after any assignment of all or part of such interests pursuant to Section 9.04) be represented by one or more promissory notes in such form payable to the order of the payee named therein (or, if such promissory note is a registered note, to such payee and or its registered assigns).

Appears in 1 contract

Samples: Credit Agreement (Flowserve Corp)

Evidence of Debt; Repayment of Loans. (a) The Borrower hereby unconditionally promises to pay to the Administrative Agent for the account of each Lender (i) the then unpaid principal amount of each Revolving Term Loan on the Maturity Date of such Lender as provided in Section 2.11 and (ii) the then unpaid principal amount of each Revolving Loan of such Lender on the Revolving Credit Maturity Date. The Borrower hereby promises to pay to the Swingline Lender the then unpaid principal amount of each Swingline Loan on the applicable earlier of the Revolving Credit Maturity Date and the first date after such Swingline Maturity DateLoan is made that is the 15th or last day of a calendar month and is at least five Business Days after such Swingline Loan is made, provided that on each date that a Revolving Credit Borrowing is made, the Borrower shall repay all Swingline Loans then outstanding. (b) Each Lender shall maintain in accordance with its usual practice an account or accounts evidencing the indebtedness of the Borrower to such Lender resulting from each Loan made by 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. (c) The Administrative Agent shall maintain accounts in which it will record (i) the amount of each Loan made hereunder, the Class and Type thereof and, if a Eurodollar Revolving Loanapplicable, the Interest Period applicable thereto, (ii) the amount of any principal or interest due and payable or to become due and payable from the Borrower to each Lender hereunder and (iii) the amount of any sum received by the Administrative Agent hereunder from the Borrower or any Subsidiary Guarantor and each Lender’s share thereof. (d) The entries made in the accounts maintained pursuant to paragraphs (b) and (c) above shall be prima facie evidence of the existence and amounts of the obligations therein recordedrecorded absent manifest error; provided, however, that the failure of any Lender or the Administrative Agent to maintain such accounts or any error therein shall not in any manner affect the obligation obligations of the Borrower to repay the Loans in accordance with their terms. (e) Any Lender may request that Loans made by it hereunder be evidenced by a promissory note. In such event, each the Borrower shall prepare, execute and deliver to such Lender a promissory note payable to the order of such Lender (or, if requested by such Lender, to such Lender and its registered assigns) assigns and in a form and substance reasonably acceptable to the form attached hereto as Exhibit H. ThereafterAdministrative Agent and the Borrower. Notwithstanding any other provision of this Agreement, in the event any Lender shall request and receive such a promissory note, the Loans evidenced interests represented by such promissory note and interest thereon shall at all times (including after any assignment of all or part of such interests pursuant to Section 9.04) be represented by one or more promissory notes in such form payable to the order of the payee named therein (or, if such promissory note is a registered note, to such payee and or its registered assigns).

Appears in 1 contract

Samples: Credit Agreement (Sun Healthcare Group Inc)

Evidence of Debt; Repayment of Loans. (a) The Borrower hereby unconditionally promises to pay (i) to the Administrative Agent for the account of each Tranche A-2 Term Loan Lender, the principal amount of each Term Loan of such Tranche A-2 Term Loan Lender as provided in Section 2.09, (iii) to the Administrative Agent for the account of each Tranche A-1 Revolving Lender, the then unpaid principal amount of each Tranche A-1 Revolving Loan of such Tranche A-1 Revolving Lender on the Revolving Maturity Date and (iiiii) to the Swingline Lender, the then unpaid principal amount of each Swingline Loan on the applicable earlier of the Revolving Maturity Date and the first date after such Swingline Maturity DateLoan is made that is the 15th or last day of a calendar month and is at least two Business Days after such Swingline Loan is made; provided that on each date that a Revolving Borrowing is made, Borrower shall repay all Swingline Loans that were outstanding on the date such Borrowing was requested. (b) Each Lender shall maintain in accordance with its usual practice an account or accounts evidencing the indebtedness of the Borrower to such Lender resulting from each Loan made by 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. (c) The Administrative Agent shall maintain accounts in which it will record (i) the amount of each Loan made hereunder, the Type and Class thereof and Type thereof and, if a Eurodollar Revolving Loan, the Interest Period applicable thereto, ; (ii) the amount of any principal or interest due and payable or to become due and payable from the Borrower to each Lender hereunder hereunder; and (iii) the amount of any sum received by the Administrative Agent hereunder from for the Borrower or any Guarantor account of the Lenders and each Lender’s 's share thereof. (d) The entries made in the accounts maintained pursuant to paragraphs (b) and (c) above shall be prima facie evidence of the existence and amounts of the obligations therein recorded; provided, however, provided that the failure of any Lender or the Administrative Agent to maintain such accounts or any error therein shall not in any manner affect the obligation obligations of the Borrower to repay the Loans in accordance with their terms. (e) Any Lender by written notice to Borrower (with a copy to the Administrative Agent) may request that Loans of any Class made by it be evidenced by a promissory note. In such event, each Borrower shall prepare, execute and deliver to such Lender a promissory note payable to the order of such Lender (or, if requested by such Lender, to such Lender and its registered assigns) and in the form attached hereto of Exhibit K-I, K-2 or K-3, as Exhibit H. the case may be. Thereafter, the Loans evidenced by such promissory note and interest thereon shall at all times (including after assignment pursuant to Section 9.0411.04) be represented by one or more promissory notes in such form payable to the order of the payee named therein (or, if such promissory note is a registered note, to such payee and its registered assigns).

Appears in 1 contract

Samples: Credit Agreement (PGT, Inc.)

Evidence of Debt; Repayment of Loans. (a) The (i) Each Borrower hereby unconditionally promises to pay to the Administrative Agent for the account of each Lender (i) entitled thereto, on the Revolving Credit Maturity Date, the then unpaid principal amount of each Revolving Loan on the Maturity Date and each Australian Fronted Loan made to such Borrower, (ii) Terex hereby unconditionally promises to pay to the Administrative Agent (A) for the account of the Domestic Swingline Lender, the then unpaid principal amount of each Domestic Swingline Loan Loan, on the last day of the Interest Period applicable Swingline to such Loan or, if earlier, on the Revolving Credit Maturity Date, (B) for the account of the Multicurrency Swingline Lender, the then unpaid principal amount of each Multicurrency Swingline Loan, on the last day of the Interest Period applicable to such Loan or, if earlier, on the Revolving Credit Maturity Date, and (C) for the account of each U.S. Term Lender entitled thereto, the principal amount of each U.S. Term Loan of such U.S. Term Lender as provided in clause (i) of Section 2.11(a) and (iii) the European Borrower hereby unconditionally promises to pay to the Administrative Agent for the account of each Euro Term Lender entitled thereto, the principal amount of each Euro Term Loan of such Euro Term Lender as provided in clause (ii) of Section 2.11(a). (b) Each Lender shall maintain in accordance with its usual practice an account or accounts evidencing the indebtedness of the each Borrower to such Lender resulting from each Loan made 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. (c) The Administrative Agent shall maintain accounts in which it will record (i) the amount of each Loan made hereunder, the Class and Type thereof and, if a Eurodollar Revolving Loan, and the Interest Period applicable thereto, (ii) the amount of any principal or interest due and payable or to become due and payable from the each Borrower to each Lender hereunder and (iii) the amount of any sum received by the Administrative Agent hereunder from the each Borrower or any Guarantor and each Lender’s share thereof. (d) The entries made in the accounts maintained pursuant to paragraphs (b) and (c) above shall be prima facie evidence of the existence and amounts of the obligations therein recorded; provided, however, that the failure of any Lender or the Administrative Agent to maintain such accounts or any error therein shall not in any manner affect the obligation obligations of the any Borrower to repay the Loans made to such Borrower in accordance with their terms. (e) Any Lender may request that Loans made by it be evidenced by a promissory note. In such event, each the Borrower shall prepare, execute and deliver to such Lender a promissory note payable to the order of such Lender (or, if requested by such Lender, to such Lender and its registered assigns) and in substantially the form attached hereto set forth in Exhibit I-1, I-2, I-3 or I-4, as Exhibit H. Thereafterapplicable, or otherwise in a form and substance reasonably acceptable to the Administrative Agent and Terex. Notwithstanding any other provision of this Agreement, in the event any Lender shall request and receive a promissory note payable to such Lender and its registered assigns, the Loans evidenced interests represented by such promissory note and interest thereon shall at all times (including after any assignment of all or part of such interests pursuant to Section 9.04) be represented by one or more promissory notes in such form payable to the order of the payee named therein (or, if such promissory note is a registered note, to such payee and or its registered assigns).

Appears in 1 contract

Samples: Credit Agreement (Terex Corp)

Evidence of Debt; Repayment of Loans. (a) The U.S. Borrower hereby unconditionally promises to pay (i) to the Administrative Agent for the account of each U.S. Term B-3 Loan Lender, the principal amount of each U.S. Term B-3 Loan of such U.S. Term B-3 Loan Lender as provided in Section 2.09, (ii) to the Administrative Agent for the account of each Revolving Lender, the then unpaid principal amount of each Revolving Loan of such Revolving Lender on the Revolving Maturity Date and (iii) to the Swingline Lender, the then unpaid principal amount of each Swingline Loan on the earlier of the Revolving Maturity Date and the first date after such Swingline Loan is made that is the 15th or last day of a calendar month and is at least two Business Days after such Swingline Loan is made; provided that on each date that a Revolving Borrowing is made, U.S. Borrower shall repay all Swingline Loans that were outstanding on the date such Borrowing was requested. (b) Canadian Borrower hereby unconditionally promises to pay to the Administrative Agent for the account of each Lender (i) Canadian Term Loan Lender, the then unpaid principal amount of each Revolving Canadian Term Loan on the Maturity Date and (ii) the then unpaid principal amount of each Swingline such Canadian Term Loan on the applicable Swingline Maturity DateLender as provided in Section 2.09. (bc) Each Lender shall maintain in accordance with its usual practice an account or accounts evidencing the indebtedness of the Borrower Borrowers to such Lender resulting from each Loan made 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. (cd) The Administrative Agent shall maintain accounts in which it will record (i) the amount of each Loan made hereunder, the Type and Class thereof and Type thereof and, if a Eurodollar Revolving Loan, the Interest Period applicable thereto, ; (ii) the amount of any principal or interest due and payable or to become due and payable from the each Borrower to each Lender hereunder hereunder; and (iii) the amount of any sum received by the Administrative Agent hereunder from for the Borrower or any Guarantor account of the Lenders and each Lender’s share thereof. (de) The entries made in the accounts maintained pursuant to paragraphs (bc) and (cd) above shall be prima facie evidence of the existence and amounts of the obligations therein recorded; provided, however, provided that the failure of any Lender or the Administrative Agent to maintain such accounts or any error therein shall not in any manner affect the obligation obligations of the Borrower Borrowers to repay the Loans in accordance with their terms. (ef) Any Lender by written notice to the applicable Borrower (with a copy to the Administrative Agent) may request that Loans of any Class made by it be evidenced by a promissory note. In such event, each the applicable Borrower shall prepare, execute and deliver to such Lender a promissory note payable to the order of such Lender (or, if requested by such Lender, to such Lender and its registered assigns) and in the form attached hereto of Exhibit K-I, K-2, K-3 or K-4, as Exhibit H. the case may be. Thereafter, the Loans evidenced by such promissory note and interest thereon shall at all times (including after assignment pursuant to Section 9.0411.04) be represented by one or more promissory notes in such form payable to the order of the payee named therein (or, if such promissory note is a registered note, to such payee and its registered assigns).

Appears in 1 contract

Samples: Credit Agreement (Ply Gem Holdings Inc)

Evidence of Debt; Repayment of Loans. (a) The Borrower hereby unconditionally promises to pay to (i) the Administrative Agent (x) for the account of each Lender holding Term Loans, the principal amount of each Term Loan of such Lender as provided in Section 2.11 and (iy) for the account of each Revolving Credit Lender, the then unpaid principal amount of each Revolving Loan of such Lender on the Revolving Credit Maturity Date and (ii) to the Swingline Lender, the then unpaid principal amount of each Swingline Loan on the applicable Swingline Revolving Credit Maturity Date. (b) Each Lender shall maintain in accordance with its usual practice an account or accounts evidencing the indebtedness of the Borrower to such Lender resulting from each Loan made by such Lender from time to time, including the amounts of principal and interest payable and paid such Lender from time to time under this Agreement. (c) The Administrative Agent shall maintain accounts in which it will record (i) the amount of each Loan made hereunder, the Class and Type thereof and, if a Eurodollar Revolving Loan, and the Interest Period applicable thereto, (ii) the amount of any principal or interest due and payable or to become due and payable from the Borrower to each Lender hereunder and (iii) the amount of any sum received by the Administrative Agent hereunder from the Borrower or any Subsidiary Guarantor and each Lender’s 's share thereof. (d) The entries made in the accounts maintained pursuant to paragraphs (b) and (c) above shall be prima facie evidence of the existence and amounts of the obligations therein recorded; provided, however, that the failure of any Lender or the Administrative Agent to maintain such accounts or any error therein shall not in any manner affect the obligation obligations of the Borrower to repay the Loans in accordance with their terms. (e) Any Lender may request that Loans made by it hereunder be evidenced by a promissory note. In such event, each the Borrower shall prepare, execute and deliver to such Lender a promissory note payable to the order of such Lender (or, if requested by such Lender, to such Lender and its registered assigns) assigns and in a form and substance reasonably acceptable to the form attached hereto as Exhibit H. ThereafterAdministrative Agent and the Borrower. Notwithstanding any other provision of this Agreement, in the event any Lender shall request and receive such a promissory note, the Loans evidenced interests represented by such promissory note and interest thereon shall at all times (including after any assignment of all or part of such interests pursuant to Section 9.04) be represented by one or more promissory notes in such form payable to the order of the payee named therein (or, if such promissory note is a registered note, to such payee and or its registered assigns).

Appears in 1 contract

Samples: Credit Agreement (Interactive Media Corp)

Evidence of Debt; Repayment of Loans. (a) The TheEach Borrower hereby unconditionally promises to pay to the Administrative Agent for the account of each Lender (i) the principal amount of each Term Loan of such Lender as provided in Section 2.11, (ii) the principal amount of each Swing Line Loan of such Swing Line Lender then outstanding on the earlier of the Revolving Credit Maturity Date and the first date after such Swing Line Loan is made that is the 15th or the last day of a calendar month and is at least five (5) Business Days after such Swing Line Loan is made; provided that on each date that a Revolving Loan Borrowing is made, the BorrowerBorrowers shall repay all Swing Line Loans then outstanding and (iii) the then unpaid principal amount of each Revolving Loan of such Lender on the Revolving Credit Maturity Date and (ii) the then unpaid principal amount of each Swingline Loan on the applicable Swingline Maturity Datethereto. (b) Each Lender shall maintain in accordance with its usual practice an account or accounts evidencing the indebtedness of the Borrower BorrowerBorrowers to such Lender resulting from each Loan made 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. (c) The Subject to Section 9.04(d), which shall control in all cases, the Administrative Agent shall maintain accounts in which it will record (i) the amount of each Loan made hereunder, the Class and Type thereof and, if a Eurodollar Revolving Loanapplicable, the Interest Period applicable thereto, (ii) the amount of any principal or interest due and payable or to become due and payable from the Borrower BorrowerBorrowers to each Lender hereunder and (iii) the amount of any sum received by the Administrative Agent hereunder from the Borrower or any Guarantor BorrowerBorrowers and each Lender’s share thereof. (d) The Subject to Section 9.04(d), which shall control in all cases, the entries made in the accounts maintained pursuant to paragraphs (b) and (c) above shall be prima facie evidence of the existence and amounts of the obligations therein recorded; provided, however, that the failure of any Lender or the Administrative Agent to maintain such accounts or any error therein shall not in any manner affect the obligation obligations of the Borrower BorrowerBorrowers to repay the Loans in accordance with their terms. (e) Any Lender may request that Loans made by it hereunder be evidenced by a promissory noteNote. In such event, each Borrower the BorrowerBorrowers shall prepare, execute and deliver to such Lender a promissory note Note payable to the order of such Lender (or, if requested by such Lender, to such Lender and its registered assigns) and assigns in the form attached hereto of a Revolving Loan Note or Term Loan Note, as Exhibit H. Thereafterapplicable, or in such other form reasonably acceptable to the Administrative Agent and the BorrowerBorrowers. Notwithstanding any other provision of this Agreement, in the event any Lender shall request and receive such a promissory note, the Loans evidenced interests represented by such promissory note and interest thereon shall at all times (including after any assignment of all or part of such interests pursuant to Section 9.04) be represented by one or more promissory notes in such form payable to the order of the payee named therein (or, if such promissory note is a registered note, to such payee and or its registered assigns).

Appears in 1 contract

Samples: Credit Agreement (Enviva Partners, LP)

Evidence of Debt; Repayment of Loans. (a) The Borrower hereby unconditionally promises to pay to the Administrative Agent for the account of each Lender the Lenders (i) the then unpaid principal amount of each Competitive Loan, on the last day of the Interest Period applicable to such Loan or, if earlier, on the Short Term Revolving Loan on the Maturity Date and or the Long Term Revolving Loan Maturity Date, (ii) the then unpaid principal amount of each Swingline Short Term Revolving Loan on the applicable Swingline Short Term Revolving Loan Maturity Date, and (iii) the then unpaid principal amount of each Long Term Revolving Loan on the Long Term Revolving Loan Maturity Date. (b) Each Lender shall maintain in accordance with its usual practice an account or accounts evidencing the indebtedness of the Borrower to such Lender resulting from each Loan made by such Lender from time to time, including the amounts of principal and interest payable and paid such Lender from time to time under this Agreement. (c) The Administrative Agent shall maintain accounts in which it will record (i) whether such Loan is a Short Term Revolving Loan or a Long Term Revolving Loan, the amount of each Loan made hereunder, the Class and Type thereof and, if a Eurodollar Revolving Loan, and the Interest Period applicable thereto, (ii) the amount of any principal or interest due and payable or to become due and payable from the Borrower to each Lender hereunder and (iii) the amount of any sum received by the Administrative Agent hereunder from the Borrower or any Guarantor and each Lender’s 's share thereof. (d) The entries made in the accounts maintained pursuant to paragraphs (b) and (c) above shall be prima facie evidence of the existence and amounts of the obligations therein recorded; provided, provided however, that the failure of any Lender or the Administrative Agent to maintain such accounts or any error therein shall not in any manner affect the obligation obligations of the Borrower to repay the Loans in accordance with their terms. (e) Any As evidence of the Loans hereunder, on the Closing Date the Borrower shall deliver to each Lender may request that one promissory note evidencing its Pro Rata Percentage of the Loans made by it be evidenced by a promissory notehereunder. In such event, each Borrower shall prepare, execute and deliver to such Lender a Such promissory note payable to the order will evidence each Lenders' Pro Rata Percentage of such Lender (oreach Revolving Loan, L/C Exposure and each Lenders' exposure under any Competitive Loan, if requested by such Lender, to such Lender and its registered assigns) and in the form attached hereto as Exhibit H. Thereafter, the Loans evidenced by such promissory note and interest thereon shall at all times (including after assignment pursuant to Section 9.04) be represented by one or more promissory notes in such form payable to the order of the payee named therein (or, if such promissory note is a registered note, to such payee and its registered assigns)any.

Appears in 1 contract

Samples: Credit Agreement (Ascent Entertainment Group Inc)

Evidence of Debt; Repayment of Loans. (a) The Borrower hereby unconditionally promises to pay to (i) the Administrative Agent for the account of each Term Loan Lender, the principal amount of each Term Loan of such Term Loan Lender as provided in Section 2.09 and (iii) the Administrative Agent for the account of each Revolving Lender, the then unpaid principal amount of each Revolving Loan of such Revolving Lender on the applicable Revolving Maturity Date in the currency or currencies in which such Revolving Loans were made (it being understood, for the avoidance of doubt, that (x) any 2021 US Dollar Revolving Loans shall mature on the date set forth in clause (i) of the definition of “Revolving Maturity Date” and (y) any 2022Amendment No. 5 Refinancing US Dollar Revolving Loans and Amendment No. 5 Refinancing Multicurrency Revolving Loans shall mature on the date set forth in clause (ii) of the then unpaid principal amount definition of each Swingline Loan on the applicable Swingline “Revolving Maturity Date”). (b) Each Lender shall maintain in accordance with its usual practice an account or accounts evidencing the indebtedness of the Borrower to such Lender resulting from each Loan made by such Lender from time to time, including the amounts and currencies of principal and interest payable and paid to such Lender from time to time under this Agreement. (c) The Administrative Agent shall maintain accounts the Register in which it will record (i) the amount of each Loan made hereunder, the Type and Class thereof, the currency in which it is made and Type thereof and, if a Eurodollar Revolving Loan, the Interest Period applicable thereto, (ii) in the case of US Dollar Revolving Commitments, whether such US Dollar Revolving Commitments are 2021 US Dollar Revolving Commitments or 2022 US Dollar Revolving Commitments,[reserved], (iii) the currency and amount of any principal or interest due and payable or to become due and payable from the Borrower to each Lender hereunder hereunder, and (iiiiv) the currency and amount of any sum received by the Administrative Agent hereunder from for the Borrower or any Guarantor account of the Lenders and each Lender’s share thereof. (d) The entries made in the accounts Register maintained pursuant to paragraphs (b) and paragraph (c) above shall be prima facie evidence conclusive evidence, absent manifest error, of the existence and amounts of the obligations therein recorded; provided, however, provided that the failure of any Lender or the Administrative Agent to maintain such accounts or any error therein shall not in any manner affect the obligation obligations of Borrower and the Borrower other Loan Parties to repay pay, and perform, the Loans Obligations in accordance with their termsthe Loan Documents. In the event of any conflict between the accounts and records maintained by any Lender and the accounts and records of the Administrative Agent in respect of such entries, the accounts and records of the Administrative Agent shall control in the absence of manifest error. (e) Any Lender by written notice to the Administrative Agent may request that Loans of any Class made by it be evidenced by a promissory note. In such event, each Administrative Agent shall notify Borrower of such request, and Borrower shall prepare, promptly execute and deliver to such Lender a promissory note payable to the order of such Lender (or, if requested by such Lender, or to such Lender and its registered assigns) and in the form attached hereto of Exhibit H-1 or H-2 or H-3 or H-4, as Exhibit H. Thereafter, the Loans evidenced by such promissory note and interest thereon shall at all times (including after assignment pursuant to Section 9.04) be represented by one or more promissory notes in such form payable to the order of the payee named therein (or, if such promissory note is a registered note, to such payee and its registered assigns)case may be.

Appears in 1 contract

Samples: First Lien Credit Agreement (SolarWinds Corp)

Evidence of Debt; Repayment of Loans. (ai) The Borrower hereby unconditionally promises to pay to the Administrative Agent for the account of each Term Lender, the principal amount of each Term Loan of such Lender as provided in Section 2.11, and (iii) the Borrower hereby unconditionally promises to pay to the Administrative Agent for the account of each Lender, on the relevant Revolving Credit Maturity Date for any Class of Revolving Credit Commitments (and related Revolving Credit Exposure), the then unpaid principal amount of each Revolving Loan of such Class made by such Lender to the Borrower. The Borrower hereby unconditionally promises to pay to the applicable Swingline Lender, on the Maturity Date and (ii) date upon which the Swingline Commitment of such Swingline Lender terminates, the then unpaid principal amount of each Swingline Loan on made to the applicable Borrower by such Swingline Maturity DateLender. (b) Each Lender shall maintain in accordance with its usual practice an account or accounts evidencing the indebtedness of the Borrower to such Lender resulting from each Loan made by 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. (c) The Administrative Agent shall maintain accounts in which it will record (i) the Borrower, (ii) the principal amount of each Loan made hereunder, the Series, the Class and Type thereof and, if a Eurodollar Revolving Loanapplicable, the Interest Period applicable thereto, (iiiii) the amount of any principal or interest due and payable or to become due and payable from the Borrower to each Lender hereunder and (iiiiv) the amount of any sum received by the Administrative Agent hereunder from the Borrower or any Guarantor and each Lender’s share thereof. (d) The entries made in the accounts maintained pursuant to paragraphs (b) and (c) above shall be prima facie evidence of the existence and amounts of the obligations therein recorded; provided, however, that the failure of any Lender or the Administrative Agent to maintain such accounts or any error therein shall not in any manner affect the obligation obligations of the Borrower to repay the Loans in accordance with their termsthe terms of this Agreement. (e) Any Lender may request that Loans made by it hereunder be evidenced by a promissory note. In such event, each the Borrower shall prepare, execute and deliver to such Lender a promissory note payable to the order of such Lender (or, if requested by such Lender, to such Lender and its permitted registered assigns) assigns in form and substance reasonably acceptable to the Administrative Agent. Notwithstanding any other provision of this Agreement, in the form attached hereto as Exhibit H. Thereafterevent any Lender shall request and receive such a promissory note, the Loans evidenced interests represented by such promissory note and interest thereon shall at all times (including after any assignment of all or part of such interests pursuant to Section 9.04) be represented by one or more promissory notes in such form payable to the order of the payee named therein (or, if such promissory note is a registered note, to such payee and or its registered assigns).. WEIL:\96480003\20\34471.0013

Appears in 1 contract

Samples: Credit Agreement (Ceridian HCM Holding Inc.)

Evidence of Debt; Repayment of Loans. (a) The Borrower hereby unconditionally promises to pay to the Administrative Agent (i) for the account of the Swingline Lender, the then unpaid principal amount of each Swingline Loan, on the last day of the Interest Period applicable to such Loan or, if earlier, on the Revolving Credit Maturity Date, (ii) for the account of each Lender holding Term Loans, the principal amount of each Term Loan of such Lender as provided in Section 2.11 and (iiii) for the account of each Revolving Credit Lender, the 33 28 then unpaid principal amount of each Revolving Loan of such Lender on the Maturity Date and (ii) the then unpaid principal amount of each Swingline Loan on the applicable Swingline Revolving Credit Maturity Date. (b) Each Lender shall maintain in accordance with its usual practice an account or accounts evidencing the indebtedness of the Borrower to such Lender resulting from each Loan made by such Lender from time to time, including the amounts of principal and interest payable and paid such Lender from time to time under this Agreement. (c) The Administrative Agent shall maintain accounts in which it will record (i) the amount of each Loan made hereunder, the Class and Type thereof and, if a Eurodollar Revolving Loan, and the Interest Period applicable thereto, (ii) the amount of any principal or interest due and payable or to become due and payable from the Borrower to each Lender hereunder and (iii) the amount of any sum received by the Administrative Agent hereunder from the Borrower or any Guarantor and each Lender’s 's share thereof. (d) The entries made in the accounts maintained pursuant to paragraphs (b) and (c) above shall be prima facie evidence of the existence and amounts of the obligations therein recorded; provided, however, that the failure of any Lender or the Administrative Agent to maintain such accounts or any error therein shall not in any manner affect the obligation obligations of the Borrower to repay the Loans in accordance with their terms. (e) Any Lender may request that the Loans made by it hereunder be evidenced by a promissory note. In such event, each the Borrower shall prepare, execute and deliver to such Lender a promissory note payable to the order of such Lender (or, if requested by such Lender, to such Lender and its registered assigns) assigns and in a form and substance reasonably acceptable to the form attached hereto as Exhibit H. ThereafterAdministrative Agent and the Borrower. Notwithstanding any other provision of this Agreement, in the event any Lender shall request and receive such a promissory note, the Loans evidenced interests represented by such promissory note and interest thereon shall at all times (including after any assignment of all or part of such interests pursuant to Section 9.04) be represented by one or more promissory notes in such form payable to the order of the payee named therein (or, if such promissory note is a registered note, to such payee and or its registered assigns).

Appears in 1 contract

Samples: Credit Agreement (Fairchild Semiconductor International Inc)

Evidence of Debt; Repayment of Loans. (a) The Borrower hereby unconditionally promises to pay (i) to the Administrative Agent for the account of each Tranche A-2 Term Loan Lender, the principal amount of each Term Loan of such Tranche A-2 Term Loan Lender as provided in Section 2.09, (iii) to the Administrative Agent for the account of each Tranche A-1 Revolving Lender, the then unpaid principal amount of each Tranche A-1 Revolving Loan of such Tranche A-1 Revolving Lender on the Revolving Maturity Date and (iiiii) to the Swingline Lender, the then unpaid principal amount of each Swingline Loan on the applicable earlier of the Revolving Maturity Date and the first date after such Swingline Maturity DateLoan is made that is the 15th or last day of a calendar month and is at least two Business Days after such Swingline Loan is made; provided that on each date that a Revolving Borrowing is made, Borrower shall repay all Swingline Loans that were outstanding on the date such Borrowing was requested. (b) Each Lender shall maintain in accordance with its usual practice an account or accounts evidencing the indebtedness of the Borrower to such Lender resulting from each Loan made by 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. (c) The Administrative Agent shall maintain accounts in which it will record (i) the amount of each Loan made hereunder, the Type and Class thereof and Type thereof and, if a Eurodollar Revolving Loan, the Interest Period applicable thereto, ; (ii) the amount of any principal or interest due and payable or to become due and payable from the Borrower to each Lender hereunder hereunder; and (iii) the amount of any sum received by the Administrative Agent hereunder from for the Borrower or any Guarantor account of the Lenders and each Lender’s share thereof. (d) The entries made in the accounts maintained pursuant to paragraphs (b) and (c) above shall be prima facie evidence of the existence and amounts of the obligations therein recorded; provided, however, provided that the failure of any Lender or the Administrative Agent to maintain such accounts or any error therein shall not in any manner affect the obligation obligations of the Borrower to repay the Loans in accordance with their terms. (e) Any Lender by written notice to Borrower (with a copy to the Administrative Agent) may request that Loans of any Class made by it be evidenced by a promissory note. In such event, each Borrower shall prepare, execute and deliver to such Lender a promissory note payable to the order of such Lender (or, if requested by such Lender, to such Lender and its registered assigns) and in the form attached hereto of Exhibit K-I, K-2 or K-3, as Exhibit H. the case may be. Thereafter, the Loans evidenced by such promissory note and interest thereon shall at all times (including after assignment pursuant to Section 9.0411.04) be represented by one or more promissory notes in such form payable to the order of the payee named therein (or, if such promissory note is a registered note, to such payee and its registered assigns).

Appears in 1 contract

Samples: Credit Agreement (PGT, Inc.)

Evidence of Debt; Repayment of Loans. (a) The Borrower Borrowers hereby unconditionally promises promise to pay (i) to the Administrative Agent for the account of each Lender (i) Revolving Lender, the then unpaid principal amount of each Revolving Loan of such Lender on the Revolving Maturity Date and (ii) to the Swingline Lender the then unpaid principal amount of each Swingline Loan on the applicable earlier of the Revolving Maturity Date and the first date after such Swingline Maturity DateLoan is made that is the 15th or last day of a calendar month and is at least two Business Days after such Swingline Loan is made; provided that on each date that a Revolving Borrowing is made, Borrowers shall repay all Swingline Loans that were outstanding on the date such Borrowing was requested. (b) Each Lender shall maintain in accordance with its usual practice an account or accounts evidencing the indebtedness of the Borrower Borrowers to such Lender resulting from each Loan made 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. (c) The Administrative Agent shall maintain accounts in which it will record (i) the amount of each Loan made hereunder, the Type and Class thereof and Type thereof and, if a Eurodollar Revolving Loan, the Interest Period applicable thereto, ; (ii) the amount of any principal or interest due and payable or to become due and payable from the Borrower Borrowers to each Lender hereunder hereunder; and (iii) the amount of any sum received by the Administrative Agent hereunder from for the Borrower or any Guarantor account of the Lenders and each Lender’s share thereof. (d) The entries made in the accounts maintained pursuant to paragraphs (b) and (c) above shall be prima facie evidence of the existence and amounts of the obligations therein recorded; provided, however, provided that the failure of any Lender or the Administrative Agent to maintain such accounts or any error therein shall not in any manner affect the obligation obligations of the Borrower Borrowers to repay the Loans in accordance with their terms. (e) Any Lender may request that Loans of any Class made by it be evidenced by a promissory note. In such event, each Borrower Borrowers shall prepare, execute and deliver to such Lender a promissory note payable to the order of such Lender (or, if requested by such Lender, to such Lender and its registered assigns) and in the form attached hereto of Exhibit H-1 or H-2, as Exhibit H. the case may be. Thereafter, the Loans evidenced by such promissory note and interest thereon shall at all times (including after assignment pursuant to Section 9.0411.04) be represented by one or more promissory notes in such form payable to the order of the payee named therein (or, if such promissory note is a registered note, to such payee and its registered assigns). (f) Borrowers and the other Loan Parties shall maintain the cash management system described in this Section 2.04(f). All funds received at any time by each Borrower and each other Loan Party, whether from sales of Inventory or collections of Accounts in the ordinary course of business, from Net Cash Proceeds or otherwise, shall be deposited in one or more collection accounts over which the Administrative Agent shall have complete dominion and control and which shall be subject to a Deposit Account Control Agreement among such Borrower or Loan Party, the Administrative Agent and the bank at which such account is maintained, except that (x) the Loan Parties may maintain a bank account or accounts in Canada (which shall be used for depositing payments received from Canadian customers in Canadian dollars) which are not subject to such a Deposit Account Control Agreement; provided, that, the aggregate amounts held in all such Canadian bank accounts shall not at any time exceed the Canadian dollar equivalent of $250,000 and (y) the Loan Parties may maintain bank accounts in the United States which are not subject to such a Deposit Account Control Agreement; provided that, the aggregate amounts held in all such United States bank accounts shall not at any time exceed $5,000,000 (collectively, the “Non-Swept Accounts”). Each Deposit Account Control Agreement covering a collection account shall provide that all funds on deposit in such account shall be transferred on a daily basis to an account of the Administrative Agent. Such transferred funds shall be applied on a daily basis by the Administrative Agent to the repayment of any outstanding Swingline Loans and, thereafter, to any outstanding Revolving Loans, in each case without a reduction in the Commitments. Except for (i) payroll and other fiduciary accounts and (ii) other accounts which do not hold more than $250,000 in the aggregate, all disbursement accounts and all other bank accounts, including, without limitation, all Canadian accounts and all Non-Swept Accounts, of each Borrower and each other Loan Party shall be subject to a Deposit Account Control Agreement which shall provide for the daily transfer of all funds on deposit therein if an Event of Default shall have occurred and be continuing and the Administrative Agent shall have sent a notice directing the bank at which such account is maintained to begin making such daily transfers (which notice may be sent by the Administrative Agent only if an Event of Default shall have occurred and be continuing).

Appears in 1 contract

Samples: Revolving Credit Agreement (Lenox Group Inc)

Evidence of Debt; Repayment of Loans. (a) The Borrower hereby unconditionally promises to pay (i) to the Administrative Agent for the account of each Term Loan Lender, the principal amount of each Term Loan of such Term Loan Lender as provided in Section 2.09, (iii) to the Administrative Agent for the account of each Revolving Lender, the then unpaid principal amount of each Revolving Loan of such Revolving Lender on the Revolving Maturity Date and (iiiii) to the Swingline Lender, the then unpaid principal amount of each Swingline Loan on the applicable earlier of the Revolving Maturity Date and the first date after such Swingline Maturity DateLoan is made that is the 15th or last day of a calendar month and is at least two Business Days after such Swingline Loan is made; provided that on each date that a Revolving Borrowing is made, Borrower shall repay all Swingline Loans that were outstanding on the date such Borrowing was requested. (b) Each Lender shall maintain in accordance with its usual practice an account or accounts evidencing the indebtedness of the Borrower to such Lender resulting from each Loan made by 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. (c) The Administrative Agent shall maintain accounts in which it will record (i) the amount of each Loan made hereunder, the Type and Class thereof and Type thereof and, if a Eurodollar Revolving Loan, the Interest Period applicable thereto, ; (ii) the amount of any principal or interest due and payable or to become due and payable from the Borrower to each Lender hereunder hereunder; and (iii) the amount of any sum received by the Administrative Agent hereunder from for the Borrower or any Guarantor account of the Lenders and each Lender’s 's share thereof. (d) The entries made in the accounts maintained pursuant to paragraphs (b) and (c) above shall be prima facie evidence of the existence and amounts of the obligations therein recorded; provided, however, provided that the failure of any Lender or the Administrative Agent to maintain such accounts or any error therein shall not in any manner affect the obligation obligations of the Borrower to repay the Loans in accordance with their terms. (e) Any Lender by written notice to Borrower (with a copy to the Administrative Agent) may request that Loans of any Class made by it be evidenced by a promissory note. In such event, each Borrower shall prepare, execute and deliver to such Lender a promissory note payable to the order of such Lender (or, if requested by such Lender, to such Lender and its registered assigns) and in the form attached hereto of Exhibit K-I, K-2 or K-3, as Exhibit H. the case may be. Thereafter, the Loans evidenced by such promissory note and interest thereon shall at all times (including after assignment pursuant to Section 9.0411.04) be represented by one or more promissory notes in such form payable to the order of the payee named therein (or, if such promissory note is a registered note, to such payee and its registered assigns).

Appears in 1 contract

Samples: Credit Agreement (Ionics Inc)

Evidence of Debt; Repayment of Loans. (a) The Borrower hereby unconditionally promises to pay to (i) the Administrative Agent for the account of each Term Loan Lender, the principal amount of each Term Loan of such Term Loan Lender as provided in Section 2.09, (iii) the Administrative Agent for the account of each Revolving Lender, the then unpaid principal amount of each Revolving Loan of such Revolving Lender on the Revolving Maturity Date and (iiiii) the Swingline Lender, the then unpaid principal amount of each Swingline Loan on the applicable earlier of (x) the Revolving Maturity Date and (y) the first date after such Swingline Maturity DateLoan is made that is the 15th or last day of a calendar month (or, if such date is not a Business Day, on the next succeeding Business Day) and is at least two Business Days after such Swingline Loan is made; provided that on each date that a Revolving Borrowing is made, the Borrower shall repay all Swingline Loans that were outstanding on the date such Borrowing was requested. (b) Each Lender shall maintain in accordance with its usual practice an account or accounts evidencing the indebtedness of the Borrower to such Lender resulting from each Loan made by 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. (c) The Administrative Agent shall maintain accounts in which it will record (i) the amount of each Loan made hereunder, the Type and Class thereof and Type thereof and, if a Eurodollar Revolving Loan, the Interest Period applicable thereto, (ii) the amount of any principal or interest due and payable or to become due and payable from the Borrower to each Lender hereunder hereunder, and (iii) the amount of any sum received by the Administrative Agent hereunder from for the Borrower or any Guarantor account of the Lenders and each Lender’s share thereof. (d) The entries made in the accounts maintained pursuant to paragraphs (bSections 2.04(b) and (c) above shall be prima facie evidence of the existence and amounts of the obligations therein recorded; provided, however, provided that the failure of any Lender or the Administrative Agent to maintain such accounts or any error therein shall not in any manner affect the obligation obligations of the Borrower and the other Loan Parties to repay pay, and perform, the Loans Obligations in accordance with their termsthe Loan Documents. In the event of any conflict between the accounts and records maintained by any Lender and the accounts and records of the Administrative Agent in respect of such entries, the accounts and records of the Administrative Agent shall control in the absence of manifest error. (e) Any Lender by written notice to the Borrower (with a copy to the Administrative Agent) may request that Loans of any Class made by it be evidenced by a promissory note. In such event, each the Borrower shall promptly (and, in all events, within five Business Days of receipt of such written notice) prepare, execute and deliver at its own expense to such Lender a promissory note payable to the order of such Lender (or, if requested by such Lender, to such Lender and its registered assigns) and in the form attached hereto of Exhibit X-0, X-0 xx X-0, as Exhibit H. the case may be. Thereafter, the Loans evidenced by such promissory note and interest thereon shall at all times (including after assignment pursuant to Section 9.0410.04) be represented by one or more promissory notes in such form payable to the order of the payee named therein (or, if such promissory note is a registered note, to such payee and its registered assigns).

Appears in 1 contract

Samples: Credit Agreement (KCG Holdings, Inc.)

Evidence of Debt; Repayment of Loans. (a) The Borrower hereby unconditionally promises to pay (i) to the Administrative Agent for the account of each Lender (i) the then unpaid principal amount of each Revolving Loan on the Revolving Credit Maturity Date and Date, (ii) to the Administrative Agent for the account of each Lender the principal amount of each Term Loan of such Lender as provided in Section 2.11 and (iii) to the Swingline Lender the then unpaid principal amount of each Swingline Loan on the applicable earlier of the Revolving Credit Maturity Date and the first date after such Swingline Maturity DateLoan is made that is the 15th or last day of a calendar month and is at least two Business Days after such Swingline Loan is made; PROVIDED, HOWEVER, that on each date that a Revolving Credit Borrowing is made, the Borrower shall repay all Swingline Loans that were outstanding on the date such Borrowing was requested. (b) Each Lender shall maintain in accordance with its usual practice an account or accounts evidencing the indebtedness of the Borrower to such Lender resulting from each Loan made by such Lender from time to time, including the amounts of principal and interest payable and paid such Lender from time to time under this Agreement. (c) The Administrative Agent shall maintain accounts in which it will record (i) the amount of each Loan made hereunder, the Class and Type thereof and, if a Eurodollar Revolving Loan, and the Interest Period applicable thereto, (ii) the amount of any principal or interest due and payable or to become due and payable from the Borrower to each Lender hereunder and (iii) the amount of any sum received by the Administrative Agent hereunder from the Borrower or any Guarantor and each Lender’s 's share thereof. (d) The entries made in the accounts maintained pursuant to paragraphs (b) and (c) above shall be prima facie evidence of the existence and amounts of the obligations therein recorded; providedPROVIDED, howeverHOWEVER, that the failure of any Lender or the Administrative Agent to maintain such accounts or any error therein shall not in any manner affect the obligation of the Borrower to repay the Loans in accordance with their terms. (e) Any Notwithstanding any other provision of this Agreement, in the event any Lender may shall request that Loans made by it be evidenced by a promissory note. In such event, each Borrower shall prepare, execute and deliver to such Lender receive a promissory note payable to the order of such Lender (or, if requested by such Lender, to such Lender and its registered assigns) and in the form attached hereto as Exhibit H. Thereafter, the Loans evidenced interests represented by such promissory note and interest thereon shall at all times (including after any assignment of all or part of such interests pursuant to Section 9.0410.04) be represented by one or more promissory notes in such form payable to the order of the payee named therein (or, if such promissory note is a registered note, to such payee and or its registered assigns).

Appears in 1 contract

Samples: Credit Agreement (Cross Country Inc)

Evidence of Debt; Repayment of Loans. (a) The Each Borrower hereby Percentage times the actual daily amount by which the aggregate Revolving Credit Commitment unconditionally promises to pay to the Administrative Agent for the account of each Lender the for the applicable Class of Revolving Credit Commitments exceeds the sum of (i) the then unpaid Outstanding principal amount of each Loan of such Lender as provided in Section 2.11. Amount of Revolving Loan on the Maturity Date Credit Loans for such Class of Revolving Credit Commitments and (ii) the then unpaid principal amount Outstanding Amount of each Swingline Loan on the applicable Swingline Maturity Date.L/C Obligations for such Class of Revolving Credit Commitments; (ba) Each Lender shall maintain in accordance with its usual practice an account or provided that any commitment fee accrued with respect to any of the Commitments of a Defaulting accounts evidencing the indebtedness of the such Borrower to such Lender resulting from each Loan Lender during the period prior to the time such Lender became a Defaulting Lender and unpaid at made by such Lender from time to time, including the amounts of principal and interest payable such time shall not be payable by the Borrower so long as such Lender shall be a Defaulting Lender and paid to such Lender from time to time under this Agreement. . except to the extent that such commitment fee shall otherwise have been due and payable by the Borrower prior to such time; and provided, further, that no commitment fee shall accrue on any of (cb) The Administrative Agent shall maintain accounts the Register in which it will record (i) the the Commitments of a Defaulting Lender so long as such Lender shall be a Defaulting Lender. amount of each Loan made hereunder, the Class and Type thereof and, if a Eurodollar Revolving Loanapplicable, the Interest The commitment fee on each Class of Revolving Credit Commitments shall accrue at all times Period applicable thereto, (ii) the amount of any principal or interest due and payable or to become from the Closing Date until the Maturity Date for such Class of Revolving Credit Commitments, due and payable from the applicable Borrower to each Lender hereunder and (iii) the amount of including at any time during which one or more of the conditions in Article IV is not met, and shall any sum received by the Administrative Agent hereunder from the Borrower or any Guarantor and be due and payable in arrears on the 15th day of each Lender’s share thereof. (d) The entries made in of April, July, October and January, commencing with the accounts maintained pursuant first such date during the first full fiscal quarter to paragraphs (b) and (c) above shall be prima facie evidence of occur after the existence and amounts of the obligations therein recorded; provided, however, that the failure of any Lender or the Administrative Agent to maintain such accounts or any error therein shall not in any manner affect the obligation of the Borrower to repay the Loans in accordance with their terms. (e) Any Lender may request that Loans made by it be evidenced by a promissory note. In such event, each Borrower shall prepare, execute and deliver to such Lender a promissory note payable to the order of such Lender (or, if requested by such Lender, to such Lender and its registered assigns) and in the form attached hereto as Exhibit H. Thereafter, the Loans evidenced by such promissory note and interest thereon shall at all times (including after assignment pursuant to Section 9.04) be represented by one or more promissory notes in such form payable to the order of the payee named therein (or, if such promissory note is a registered note, to such payee and its registered assigns).Closing 60 61 76797407_14 76797407_14 EU-DOCS\25892879.17 EU-DOCS\25892879.17

Appears in 1 contract

Samples: Credit Agreement (Sothebys)

Evidence of Debt; Repayment of Loans. (a) The Borrower hereby unconditionally promises to pay to the Administrative Agent for the account of each Lender (i) the then unpaid principal amount of each Revolving Loan on the Maturity Date and (ii) the then unpaid principal amount of each Swingline Loan on the last day of the Interest Period applicable Swingline to such Loan or, if earlier, on the Maturity Date. (b) Each Lender shall maintain in accordance with its usual practice an account or accounts evidencing the indebtedness of the Borrower to such Lender resulting from each Loan made by such Lender from time to time, including the amounts of principal and interest payable and paid such Lender from time to time under this Agreement. (c) The Administrative Agent shall maintain accounts in which it will record (i) the amount of each Loan made hereunder, the Class and Type thereof and, if a Eurodollar Revolving Loan, and the Interest Period applicable thereto, (ii) the amount of any principal or interest due and payable or to become due and payable from the Borrower to each Lender hereunder and (iii) the amount of any sum received by the Administrative Agent hereunder from the Borrower or any Guarantor and each Lender’s 's share thereof. (d) The entries made in the accounts maintained pursuant to paragraphs (b) and (c) above shall be prima facie evidence of the existence and amounts of the obligations therein recorded; provided, however, that the failure of any Lender or the Administrative Agent to maintain such accounts or any error therein shall not in any manner affect the obligation of the Borrower to repay the Loans in accordance with their terms. (e) Any Notwithstanding any other provision of this Agreement, in the event any Lender may shall request that Loans made by it be evidenced by a promissory note. In such event, each Borrower shall prepare, execute and deliver to such Lender receive a promissory note payable to the order of such Lender (or, if requested by such Lender, to such Lender and its registered assigns) and in the form attached hereto as Exhibit H. Thereafter, the Loans evidenced interests represented by such promissory note and interest thereon shall at all times (including after any assignment of all or part of such interests pursuant to Section 9.04) be represented by one or more promissory notes in such form payable to the order of the payee named therein (or, if such promissory note is a registered note, to such payee and or its registered assigns).

Appears in 1 contract

Samples: Credit Agreement (King Pharmaceuticals Inc)

Evidence of Debt; Repayment of Loans. (a) The Borrower hereby unconditionally promises to pay to (i) the Administrative Agent for the account of each Term Loan Lender, the principal amount of each Term Loan of such Term Loan Lender as provided in Section 2.09, (iii) the Administrative Agent for the account of each Revolving Lender, the then unpaid principal amount of each Revolving Loan of such Revolving Lender on the Revolving Maturity Date and (iiiii) the Swingline Lender, the then unpaid principal amount of each Swingline Loan on the applicable earlier of the Revolving Maturity Date and the first date after such Swingline Maturity DateLoan is made that is the 15th or last day of a calendar month (or, if such date is not a Business Day, on the next succeeding Business Day) and is at least five (5) Business Days after such Swingline Loan is made; provided that, on each date that a Revolving Borrowing is made, Borrower shall repay all Swingline Loans that were outstanding on the date such Borrowing was requested. (b) Each Lender shall maintain in accordance with its usual practice an account or accounts evidencing the indebtedness of the Borrower to such Lender resulting from each Loan made by 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. (c) The Administrative Agent shall maintain accounts in which it will record (i) the amount of each Loan made hereunder, the Type and Class thereof and Type thereof and, if a Eurodollar Revolving Loan, the Interest Period applicable thereto, (ii) the amount of any principal or interest due and payable or to become due and payable from the Borrower to each Lender hereunder hereunder, and (iii) the amount of any sum received by the Administrative Agent hereunder from for the Borrower or any Guarantor account of the Lenders and each Lender’s share thereof. (d) The entries made in the accounts maintained pursuant to paragraphs (bSections 2.04(b) and (c) above shall be prima facie evidence of the existence and amounts of the obligations therein recorded; provided, however, provided that the failure of any Lender or the Administrative Agent to maintain such accounts or any error therein shall not in any manner affect the obligation obligations of Borrower and the Borrower other Loan Parties to repay pay, and perform, the Loans Obligations in accordance with their termsthe Loan Documents. In the event of any conflict between the accounts and records maintained by any Lender and the accounts and records of the Administrative Agent in respect of such entries, the accounts and records of the Administrative Agent shall control in the absence of manifest error. (e) Any Lender by written notice to Borrower (with a copy to the Administrative Agent) may request that Loans of any Class made by it be evidenced by a promissory note. In such event, each Borrower shall promptly (and, in all events, within five Business Days of receipt of such request) prepare, execute and deliver to such Lender a promissory note payable to the order of such Lender (or, if requested by such Lender, to such Lender and its registered assigns) and in the form attached hereto of Exhibit I-1, I-2 or I-3, as Exhibit H. the case may be. Thereafter, the Loans evidenced by such promissory note and interest thereon shall at all times (including after assignment pursuant to Section 9.0410.04) be represented by one or more promissory notes in such form payable to the order of the payee named therein (or, if such promissory note is a registered note, to such payee and its registered assigns).

Appears in 1 contract

Samples: Credit Agreement (Biglari Holdings Inc.)

Evidence of Debt; Repayment of Loans. (a) (i) The US Borrower hereby unconditionally promises to pay to the Administrative Agent for the account of each Lender, (x) the principal amount of each Term Loan of such Lender as provided in Section 2.11, (y) the principal amount of the Second-Lien Loan of such Lender on the Second-Lien Maturity Date and (z) on the Revolving Credit Maturity Date, the then unpaid principal amount of each Revolving Loan of such Lender made to the US Borrower and (ii) the Subsidiary Borrower hereby unconditionally promises to pay to the Administrative Agent for the account of each Lender (i) on the Revolving Credit Maturity Date, the then unpaid principal amount of each Revolving Loan made by such Lender to the Subsidiary Borrower. Each Borrower hereby promises to pay to the Swingline Lender on the Revolving Credit Maturity Date and (ii) the then unpaid principal amount of each Swingline Loan on the applicable Swingline Maturity Datemade to such Borrower. (b) Each Lender shall maintain in accordance with its usual practice an account or accounts evidencing the indebtedness of the relevant Borrower to such Lender resulting from each Loan made 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. (c) The Administrative Agent shall maintain accounts in which it will record (i) the relevant Borrower, (ii) the amount of each Loan made hereunder, the Class and Type thereof and, if a Eurodollar Revolving Loanapplicable, the Interest Period applicable thereto, (iiiii) the amount of any principal or interest due and payable or to become due and payable from the relevant Borrower to each Lender hereunder and (iiiiv) the amount of any sum received by the Administrative Agent hereunder from the Borrower Borrowers or any Guarantor and each Lender’s share thereof. (d) The entries made in the accounts maintained pursuant to paragraphs (b) and (c) above shall be prima facie evidence of the existence and amounts of the obligations therein recorded; provided, however, that the failure of any Lender or the Administrative Agent to maintain such accounts or any error therein shall not in any manner affect the obligation obligations of the Borrower Borrowers to repay the Loans in accordance with their termsthe terms of this Agreement. (e) Any Lender may request that Loans made by it hereunder be evidenced by a promissory note. In such event, each the relevant Borrower shall prepare, execute and deliver to such Lender a promissory note payable to the order of such Lender (or, if requested by such Lender, to such Lender and its permitted registered assigns) assigns in form and substance reasonably acceptable to the Administrative Agent. Notwithstanding any other provision of this Agreement, in the form attached hereto as Exhibit H. Thereafterevent any Lender shall request and receive such a promissory note, the Loans evidenced interests represented by such promissory note and interest thereon shall at all times (including after any assignment of all or part of such interests pursuant to Section 9.04) be represented by one or more promissory notes in such form payable to the order of the payee named therein (or, if such promissory note is a registered note, to such payee and or its registered assigns).

Appears in 1 contract

Samples: Credit Agreement (Univision Communications Inc)

Evidence of Debt; Repayment of Loans. (a) The Borrower hereby unconditionally promises to pay (i) to the Administrative Agent Agent, for the account of each Lender (i) the Lenders, the then unpaid principal amount of each Revolving Loan on the Revolving Loan Maturity Date and (ii) to the Swingline Lender the then unpaid principal amount of each Swingline Loan on the applicable maturity date selected by the Borrower for such Swingline Loan or, if earlier, the Revolving Loan Maturity Date. (b) Each Lender shall maintain in accordance with its usual practice an account or accounts evidencing the indebtedness of the Borrower to such Lender resulting from each Loan made by such Lender from time to time, including the amounts of principal and interest payable and paid such Lender from time to time under this Agreement. (c) The Administrative Agent shall maintain accounts in which it will record (i) the amount of each Loan made hereunder, the Class Type of Borrowing and Type thereof and, if a Eurodollar Revolving Loan, the Interest Period applicable thereto, if any, (ii) the amount of any principal or interest due and payable or to become due and payable from the Borrower to each Lender hereunder and (iii) the amount of any sum received by the Administrative Agent hereunder from the Borrower or any Guarantor and each Lender’s 's share thereof. (d) The entries made in the accounts maintained pursuant to paragraphs (b) and (c) above shall be prima facie evidence of the existence and amounts of the obligations therein recorded; provided, provided however, that the failure of any Lender or the Administrative Agent to maintain such accounts or any error therein shall not in any manner affect the obligation of the Borrower to repay the Loans in accordance with their terms.to (e) Any As evidence of the Loans hereunder, on the Closing Date the Borrower shall deliver (i) to each Lender may request that one promissory note evidencing its Loans (other than Swingline Loans) made by it be evidenced by a hereunder and (ii) to the Swingline Lender, one promissory notenote evidencing the Swingline Loans. In such eventSuch promissory notes will evidence each Lenders' Loan, its L/C Exposure, its Swingline Exposure and, in the case of the Swingline Lender, each Borrower shall prepare, execute and deliver to such Lender a promissory note payable to the order of such Lender (or, if requested by such Lender, to such Lender and its registered assigns) and in the form attached hereto as Exhibit H. Thereafter, the Loans evidenced by such promissory note and interest thereon shall at all times (including after assignment pursuant to Section 9.04) be represented by one or more promissory notes in such form payable to the order of the payee named therein (or, if such promissory note is a registered note, to such payee and its registered assigns)Swingline Loan.

Appears in 1 contract

Samples: Credit Agreement (On Command Corp)

Evidence of Debt; Repayment of Loans. (a) The Borrower hereby unconditionally promises to pay (i) to the Administrative Agent for the account of each Term Loan Lender, the principal amount of each Term Loan of such Term Loan Lender as provided in Section 2.09, (iii) to the Administrative Agent for the account of each Revolving Lender, the then unpaid principal amount of each Revolving Loan of such Revolving Lender on the Revolving Maturity Date and (iiiii) to the Swingline Lender, the then unpaid principal amount of each Swingline Loan on the applicable earlier of the Revolving Maturity Date and the first date after such Swingline Maturity DateLoan is made that is the 15th or last day of a calendar month and is at least one Business Day after such Swingline Loan is made; provided that on each date that a Revolving Borrowing is made, Borrower shall repay all Swingline Loans that were outstanding on the date such Borrowing was requested. (b) Each Lender shall maintain in accordance with its usual practice an account or accounts evidencing the indebtedness of the Borrower to such Lender resulting from each Loan made by 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. (c) The Administrative Agent shall maintain accounts in which it will record (i) the amount of each Loan made hereunder, the Type and Class thereof and Type thereof and, if a Eurodollar Revolving Loan, the Interest Period applicable thereto, ; (ii) the amount of any principal or interest due and payable or to become due and payable from the Borrower to each Lender hereunder hereunder; and (iii) the amount of any sum received by the Administrative Agent hereunder from for the Borrower or any Guarantor account of the Lenders and each Lender’s 's share thereof. (d) The entries made in the accounts maintained pursuant to paragraphs (b) and (c) above shall be prima facie evidence evidence, absent manifest error, of the existence and amounts of the obligations therein recorded; provided, however, provided that the failure of any Lender or the Administrative Agent to maintain such accounts or any error therein shall not in any manner affect the obligation obligations of the Borrower to repay the Loans in accordance with their terms. (e) Any Lender by written notice to Borrower (with a copy to the Administrative Agent) may request that Loans of any Class made by it be evidenced by a promissory note. In such event, each Borrower shall prepare, execute and deliver to such Lender a promissory note payable to the order of such Lender (or, if requested by such Lender, to such Lender and its registered assigns) and in the form attached hereto of Exhibit X-0, X-0 xx X-0, as Exhibit H. the case may be. Thereafter, the Loans evidenced by such promissory note and interest thereon shall at all times (including after assignment pursuant to Section 9.0411.04) be represented by one or more promissory notes in such form payable to the order of the payee named therein (or, if such promissory note is a registered note, to such payee and its registered assigns). Upon the request of Borrower after payment in full of all the Obligations, each Lender that has received a promissory note pursuant to this Section 2.04(e) shall deliver such promissory note to Borrower.

Appears in 1 contract

Samples: Credit Agreement (International Coal Group, Inc.)

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Evidence of Debt; Repayment of Loans. (a) The U.S. Borrower hereby unconditionally promises to pay (i) to the Administrative Agent for the account of each U.S. Term Loan Lender, the principal amount of each U.S. Term Loan of such U.S. Term Loan Lender as provided in SECTION 2.09, (ii) to the Administrative Agent for the account of each Revolving Lender, the then unpaid principal amount of each Revolving Loan of such Revolving Lender on the Revolving Maturity Date and (iii) to the Swingline Lender, the then unpaid principal amount of each Swingline Loan on the earlier of the Revolving Maturity Date and the first date after such Swingline Loan is made that is the 15th or last day of a calendar month and is at least two Business Days after such Swingline Loan is made; PROVIDED that on each date that a Revolving Borrowing is made, U.S. Borrower shall repay all Swingline Loans that were outstanding on the date such Borrowing was requested. (b) Canadian Borrower hereby unconditionally promises to pay to the Administrative Agent for the account of each Lender (i) Canadian Term Loan Lender, the then unpaid principal amount of each Revolving Canadian Term Loan on the Maturity Date and (ii) the then unpaid principal amount of each Swingline such Canadian Term Loan on the applicable Swingline Maturity DateLender as provided in SECTION 2.09. (bc) Each Lender shall maintain in accordance with its usual practice an account or accounts evidencing the indebtedness of the Borrower Borrowers to such Lender resulting from each Loan made 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. (cd) The Administrative Agent shall maintain accounts in which it will record (i) the amount of each Loan made hereunder, the Type and Class thereof and Type thereof and, if a Eurodollar Revolving Loan, the Interest Period applicable thereto, ; (ii) the amount of any principal or interest due and payable or to become due and payable from the each Borrower to each Lender hereunder hereunder; and (iii) the amount of any sum received by the Administrative Agent hereunder from for the Borrower or any Guarantor account of the Lenders and each Lender’s 's share thereof. (de) The entries made in the accounts maintained pursuant to paragraphs (bc) and (cd) above shall be prima PRIMA facie evidence of the existence and amounts of the obligations therein recorded; provided, however, PROVIDED that the failure of any Lender or the Administrative Agent to maintain such accounts or any error therein shall not in any manner affect the obligation obligations of the Borrower Borrowers to repay the Loans in accordance with their terms. (ef) Any Lender by written notice to the applicable Borrower (with a copy to the Administrative Agent) may request that Loans of any Class made by it be evidenced by a promissory note. In such event, each the applicable Borrower shall prepare, execute and deliver to such Lender a promissory note payable to the order of such Lender (or, if requested by such Lender, to such Lender and its registered assigns) and in the form attached hereto of EXHIBIT K-I, K-2, K-3 or K-4, as Exhibit H. the case may be. Thereafter, the Loans evidenced by such promissory note and interest thereon shall at all times (including after assignment pursuant to Section 9.04SECTION 11.04) be represented by one or more promissory notes in such form payable to the order of the payee named therein (or, if such promissory note is a registered note, to such payee and its registered assigns).

Appears in 1 contract

Samples: Credit Agreement (Ply Gem Industries Inc)

Evidence of Debt; Repayment of Loans. (a) The Borrower hereby unconditionally promises to pay to (i) the Administrative Agent for the account of each Lender (i) Revolving Lender, the then unpaid principal amount of each Revolving Loan of such Revolving Lender on the Maturity Date and (ii) the Swingline Lender, the then unpaid principal amount of each Swingline Loan on the applicable earlier of the Maturity Date and the first date after such Swingline Maturity DateLoan is made that is the fifteenth (15th) or last day of a calendar month and is at least two (2) Business Days after such Swingline Loan is made; provided, that on each date that a Revolving Borrowing is made, Borrower shall repay all Swingline Loans that were outstanding on the date such Borrowing was requested. (b) Each Lender shall maintain in accordance with its usual practice an account or accounts evidencing the indebtedness of the Borrower to such Lender resulting from each Loan made by 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. (c) The Administrative Agent shall maintain accounts in which it will record (i) the amount of each Loan made hereunder, the Type and Class thereof and Type thereof and, if a Eurodollar Revolving Loan, the Interest Period applicable thereto, ; (ii) the amount of any principal or interest due and payable or to become due and payable from the Borrower to each Lender hereunder hereunder; and (iii) the amount of any sum received by the Administrative Agent hereunder from for the Borrower or any Guarantor account of the Lenders and each Lender’s share thereof. (d) The Absent manifest error, the entries made in the accounts maintained pursuant to paragraphs (b) and (c) above shall be prima facie evidence of the existence and amounts of the obligations therein recorded; provided, however, that the failure of any Lender or the Administrative Agent to maintain such accounts or any error therein shall not in any manner affect the obligation obligations of the Borrower to repay the Loans in accordance with their terms. (e) Any Lender by written notice to Borrower (with a copy to the Administrative Agent) may request that Loans of any Class made by it be evidenced by a promissory note. In such event, each Borrower shall prepareprepare promptly (and, in all events, within ten (10) Business Days of receipt of such request), execute and deliver to such Lender a promissory note payable to the order of such Lender (or, if requested by such Lender, to such Lender and its registered assigns) and in the form attached hereto of Exhibit H-1 or H-2, as Exhibit H. the case may be. Thereafter, the Loans evidenced by such promissory note and interest thereon shall at all times (including after assignment pursuant to Section 9.0411.04) be represented by one or more promissory notes in such form payable to the order of the payee named therein (or, if such promissory note is a registered note, to such payee and its registered assigns). (f) On the third (3rd) Business Day of each calendar week or more frequently at Administrative Agent’s election (each, a “Settlement Date”), Administrative Agent shall advise each Lender by telephone, or telecopy of the amount of such Lender’s Pro Rata Percentage of principal, interest and Fees paid for the benefit of Lenders with respect to each applicable Loan. On each Settlement Date, Administrative Agent shall pay to each Lender (other than a Defaulting Lender) such Lender’s Pro Rata Percentage of principal, interest and Fees paid by Borrower since the previous Settlement Date for the benefit of such Lender on the Loans held by it. Subject to the provisions of Section 2.16(c), to the extent that any Lender is a Defaulting Lender, Agent shall be entitled to set off the funding short fall against that Defaulting Lender’s Pro Rata Share of all payments received from Borrower. Such payments shall be made by wire transfer to such Lender’s account (as specified by such Lender in writing to Administrative Agent) not later than 1:00 p.m. (New York City time) on the next Business Day following each Settlement Date.

Appears in 1 contract

Samples: Credit Agreement (Edgen Group Inc.)

Evidence of Debt; Repayment of Loans. (a) The Borrower hereby unconditionally promises to pay to (i) the Administrative Agent for the account of each Term Loan Lender (iother than any New Incremental Loan Lender), the principal amount of each Term Loan of such Term Loan Lender as provided in Section 2.09, (ii) the Administrative Agent for the account of each Revolving Lender, the then unpaid principal amount of each Revolving Loan of such Revolving Lender on the Revolving Maturity Date and and; (iiiii) the Swingline Lender, the then unpaid principal amount of each Swingline Loan on the applicable earlier of the Revolving Maturity Date and the first date after such Swingline Loan is made that is the 15th or last day of a calendar month (or, if such date is not a Business Day, on the next succeeding Business Day) and is at least two (2) Business Days after such Swingline Loan is made; provided that, on each date that a Revolving Borrowing is made, Borrower shall repay all Swingline Loans that were outstanding on the date such Borrowing was requested; and (iv) the Administrative Agent for the account of each New Incremental Loan Lender, the then unpaid principal amount of each New Incremental Loan of such New Incremental Loan Lender on the New Incremental Loan Maturity Date. (b) Each Lender shall maintain in accordance with its usual practice an account or accounts evidencing the indebtedness of the Borrower to such Lender resulting from each Loan made by 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. (c) The Administrative Agent shall maintain accounts in which it will record (i) the amount of each Loan made hereunderhereunder (including, for the avoidance of doubt, any increases in principal as a result of PIK Interest), the Type and Class thereof and Type thereof and, if a Eurodollar Revolving Loan, the Interest Period applicable thereto, (ii) the amount of any principal or interest due and payable or to become due and payable from the Borrower to each Lender hereunder (which shall reflect the increase in the principal amount of the Loans as a result of the payment of PIK Interest pursuant to Section 2.06(f)) and (iii) the amount of any sum received by the Administrative Agent hereunder from for the Borrower or any Guarantor account of the Lenders and each Lender’s share thereof. (d) The entries made in the accounts maintained pursuant to paragraphs (bSections 2.04(b) and (c) above shall be prima facie conclusive, absent manifest error, evidence of the existence and amounts of the obligations therein recorded; provided, however, provided that the failure of any Lender or the Administrative Agent to maintain such accounts or any error therein shall not in any manner affect the obligation obligations of Borrower and the Borrower other Loan Parties to repay pay, and perform, the Loans Obligations in accordance with their termsthe Loan Documents. In the event of any conflict between the accounts and records maintained by any Lender and the accounts and records of the Administrative Agent in respect of such entries, the accounts and records of the Administrative Agent shall control in the absence of manifest error. (e) Any Lender by written notice to Borrower (with a copy to the Administrative Agent) may request that Loans of any Class made by it be evidenced by a promissory note. In such event, each the Administrative Agent shall promptly prepare and deliver to Borrower, and Borrower shall preparepromptly (and, in all events, within five (5) Business Days of receipt), execute and deliver to such Lender Lender, a promissory note payable to the order of such Lender (or, if requested by such Lender, to such Lender and its registered assigns) and assigns in the form attached hereto of Exhibit I-1, I-2 or I-3, as Exhibit H. the case may be. Thereafter, the Loans evidenced by such promissory note and interest thereon shall at all times (including after assignment pursuant to Section 9.0410.04) be represented by one or more promissory notes in such form payable to the order of the payee named therein (or, if such promissory note is a registered note, to such payee Lender and its registered assigns).

Appears in 1 contract

Samples: Credit Agreement (Internap Corp)

Evidence of Debt; Repayment of Loans. (a) The Borrower hereby unconditionally promises to pay to the Administrative Agent for the account of each Lender (i) the then unpaid principal amount of each Revolving Term Loan on the Maturity Date of such Lender as provided in Section 2.11 and (ii) the then unpaid principal amount of each Revolving Loan of such Lender on the Revolving Credit Maturity Date. The Borrower hereby promises to pay the Swingline Lender the then unpaid principal amount of each Swingline Loan on the applicable earlier of the Revolving Credit Maturity Date and the first date after such Swingline Maturity DateLoan is made that is the last day of a calendar month and is at least fifteen days after such Swingline Loan is made. (b) Each Lender shall maintain in accordance with its usual practice an account or accounts evidencing the indebtedness of the Borrower to such Lender resulting from each Loan made by 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. (c) The Administrative Agent shall maintain accounts the Register in which it will record (i) the amount of each Loan made hereunder, the Class and Type thereof and, if a Eurodollar Revolving Loan, and the Interest Period applicable thereto, (ii) the amount of any principal or interest due and payable or to become due and payable from the Borrower to each Lender hereunder and (iii) the amount of any sum received by the Administrative Agent hereunder from the Borrower or any Guarantor and each Lender’s 's share thereof. (d) The entries made in the accounts maintained pursuant to paragraphs (b) and (c) above shall be prima facie evidence of the existence and amounts of the obligations therein recorded; provided, however, that the failure of any Lender or the Administrative Agent to maintain such accounts or any error therein shall not in any manner affect the obligation obligations of the Borrower to repay the Loans in accordance with their terms. In the event of any inconsistency between the Register and any Lender's records, the recordations of the Register shall govern. (e) Any Lender may request that Loans made by it hereunder be evidenced by a promissory note. In such event, each the Borrower shall prepare, execute and deliver to such Lender a promissory note payable to the order of such Lender (or, if requested by such Lender, to such Lender and its registered assigns) assigns and in a form and substance reasonably acceptable to the form attached hereto as Exhibit H. ThereafterAdministrative Agent and the Borrower. Notwithstanding any other provision of this Agreement, in the event any Lender shall request and receive such a promissory note, the Loans evidenced interests represented by such promissory note and interest thereon shall at all times (including after any assignment of all or part of such interests pursuant to Section 9.04) be represented by one or more promissory notes in such form payable to the order of the payee named therein (or, if such promissory note is a registered note, to such payee and or its registered assigns).

Appears in 1 contract

Samples: Credit Agreement (GSV Inc /Fl/)

Evidence of Debt; Repayment of Loans. (a) The Borrower hereby unconditionally promises to pay to the Administrative Agent for the account of each Lender Lender, (ix) the principal amount of each First-Lien Term Loan and each Second-Lien Term Loan of such Lender as provided in Section 2.11 and (y) on the Revolving Credit Maturity Date, the then -(69-) unpaid principal amount of each Revolving Loan of such Lender made to the Borrower. The Borrower hereby promises to pay to the Swingline Lender on the Revolving Credit Maturity Date and (ii) the then unpaid principal amount of each Swingline Loan on the applicable Swingline Maturity Datemade hereunder. (b) Each Lender shall maintain in accordance with its usual practice an account or accounts evidencing the indebtedness Indebtedness of the Borrower to such Lender resulting from each Loan made 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. (c) The Administrative Agent shall maintain accounts in which it will record (i) the Borrower, (ii) the amount of each Loan made hereunder, the Class and Type thereof and, if a Eurodollar Revolving Loanapplicable, the Interest Period applicable thereto, (iiiii) the amount of any principal or interest due and payable or to become due and payable from the Borrower to each Lender hereunder and (iiiiv) the amount of any sum received by the Administrative Agent hereunder from the Borrower or any Guarantor and each Lender’s share thereof. (d) The entries made in the accounts maintained pursuant to paragraphs (b) and (c) above shall be prima facie evidence of the existence and amounts of the obligations therein recorded; provided, however, that the failure of any Lender or the Administrative Agent to maintain such accounts or any error therein shall not in any manner affect the obligation obligations of the Borrower to repay the Loans in accordance with their termsthe terms of this Agreement. The Borrower shall have right to review the entries made in the accounts maintained pursuant to clause (c) from time to time upon reasonable prior notice during normal business hours. (e) Any Lender may request that Loans made by it hereunder be evidenced by a promissory notenote in substantially the form of Exhibit G-11, Exhibit G-2 or Exhibit G-2,3, as applicable, with appropriate insertions and deletions (each, a “Note”). In such event, each the Borrower promptly shall prepare, execute and deliver to such Lender a promissory note Note payable to the order of such Lender (or, if requested by such Lender, to such Lender and its permitted registered assigns) and . Notwithstanding any other provision of this Agreement, in the form attached hereto as Exhibit H. Thereafterevent any Lender shall request and receive such a Note, the Loans evidenced interests represented by such promissory note and interest thereon Note shall at all times (including after any assignment of all or part of such interests pursuant to Section 9.04) be represented by one or more promissory notes in such form Notes payable to the order of the payee named therein (or, if such promissory note is a registered note, to such payee and or its registered assigns)assigns or successors.

Appears in 1 contract

Samples: Credit Agreement (Nuveen Investments Inc)

Evidence of Debt; Repayment of Loans. (a) The Borrower hereby unconditionally promises to pay to the Administrative Agent for the account outstanding principal balance of each Lender Loan shall be payable (i) in the then unpaid principal amount case of each a Revolving Credit Loan or a Swingline Loan, on the Revolving Credit Maturity Date and (ii) in the then unpaid principal amount case of each Swingline a Term Loan, as provided in Section 2.11. Each Loan shall bear interest from the date of the first Borrowing hereunder on the applicable Swingline Maturity Dateoutstanding principal balance thereof as set forth in Section 2.06. (b) Each Lender shall maintain in accordance with its usual practice an account or accounts evidencing the indebtedness of the Borrower to such Lender resulting from each Loan made by 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. (c) The Each of the Administrative Agent Agents shall maintain accounts in which it will record (i) the applicable Borrower with respect to each Term Loan, Swingline Loan, U.S. $ Revolving Credit Loan and U.K. (pound) Revolving Credit Loan (in the case of the U.S. Administrative Agent) or C $ Revolving Credit Loan (in the case of the Canadian Administrative Agent) made hereunder, the amount of each Loan made and the Credit Facility under which each Loan is made hereunder, the Class Type of each Loan made and Type thereof and, the Interest Period (if a Eurodollar Revolving Loan, the Interest Borrowing) or maturity date and Contract Period (if a B/A Borrowing) applicable thereto, (ii) the currency in which each Loan is denominated, and, if such currency is an Alternative Currency, (x) the Denomination Date for such Loan, (y) the Assigned Dollar Value for such Loan and (z) the Spot Exchange Rate used to calculate such Assigned Dollar Value, (iii) the amount of any principal or interest due and payable or to become due and payable from the applicable Borrower to each Lender hereunder and (iiiiv) the amount of any sum received by the such Administrative Agent hereunder from the applicable Borrower or any Guarantor and each Lender’s 's share thereof. (d) The entries made in the accounts maintained pursuant to paragraphs (b) and (c) above of this Section 2.04 shall be prima facie evidence of the existence and amounts of the obligations therein recorded; provided, however, that the failure of any Lender or the either Administrative Agent to maintain such accounts or any error therein shall not in any manner affect the obligation obligations of the applicable Borrower to repay the Loans in accordance with their terms. (e) Any Lender may request that Loans made by it be evidenced by a promissory note. In such eventNotwithstanding any other provision of this Agreement, each Borrower shall prepare, execute and deliver to such Lender a promissory note payable to the order of such Lender (or, if requested by such Lender, to such Lender and its registered assigns) and in the form attached hereto event any Lender shall request and receive a Note as Exhibit H. Thereafter, provided in Section 10.04(h) or otherwise the Loans evidenced interests represented by such promissory note and interest thereon that Note shall at all times (including after any assignment of all or part of such interests pursuant to Section 9.0410.04) be represented by one or more promissory notes in such form Notes payable to the order of the payee named therein (or, if such promissory note is a registered note, to such payee and or its registered assigns).

Appears in 1 contract

Samples: Credit Agreement (Imperial Home Decor Group Holdings I LTD)

Evidence of Debt; Repayment of Loans. (a) The Borrower hereby unconditionally promises to pay (i) to the Administrative Agent for the account of each Term B Lender, the principal amount of each Term B Loan of such Term B Lender as provided in Section 2.09, (iii) to the Administrative Agent for the account of each Revolving Lender, the then unpaid principal amount of each Revolving Loan of such Revolving Lender on the Revolving Maturity Date and (iiiii) to the Swingline Lender, the then unpaid principal amount of each Swingline Loan on the applicable earlier of the Revolving Maturity Date and the first date after such Swingline Maturity DateLoan is made that is the 15th or last day of a calendar month and is at least two Business Days after such Swingline Loan is made; provided that on each date that a Revolving Borrowing is made, Borrower shall repay all Swingline Loans that were outstanding on the date such Borrowing was requested. (b) Each Lender shall maintain in accordance with its usual practice an account or accounts evidencing the indebtedness of the Borrower to such Lender resulting from each Loan made by 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. (c) The Administrative Agent shall maintain accounts in which it will record (i) the amount of each Loan made hereunder, the Type and Class thereof and Type thereof and, if a Eurodollar Revolving Loan, the Interest Period applicable thereto, ; (ii) the amount of any principal or interest due and payable or to become due and payable from the Borrower to each Lender hereunder hereunder; and (iii) the amount of any sum received by the Administrative Agent hereunder from for the Borrower or any Guarantor account of the Lenders and each Lender’s 's share thereof. (d) The entries made in the accounts maintained pursuant to paragraphs (b) and (c) above shall be prima facie evidence of the existence and amounts of the obligations therein recorded; provided, however, provided that the failure of any Lender or the Administrative Agent to maintain such accounts or any error therein shall not in any manner affect the obligation obligations of the Borrower to repay the Loans in accordance with their terms. (e) Any Lender by written notice to Borrower (with a copy to the Administrative Agent) may request that Loans of any Class made by it be evidenced by a promissory note. In such event, each Borrower shall prepare, execute and deliver to such Lender a promissory note payable to the order of such Lender (or, if requested by such Lender, to such Lender and its registered assigns) and in the form attached hereto of Exhibit K-I, K-2 or K-3, as Exhibit H. the case may be. Thereafter, the Loans evidenced by such promissory note and interest thereon shall at all times (including after assignment pursuant to Section 9.0411.04) be represented by one or more promissory notes in such form payable to the order of the payee named therein (or, if such promissory note is a registered note, to such payee and its registered assigns).

Appears in 1 contract

Samples: Credit Agreement (Quest Resource Corp)

Evidence of Debt; Repayment of Loans. (a) The Borrower hereby unconditionally promises to pay (i) to the Administrative Agent for the account of each Lender (i) Revolving Lender, the then unpaid principal amount of each Revolving Loan of such Lender on the Final Maturity Date and (ii) to the Swingline Lender the then unpaid principal amount of each Swingline Loan on the applicable earlier of the Final Maturity Date and the first date after such Swingline Maturity DateLoan is made that is the 15th or last day of a calendar month and is at least three Business Days after such Swingline Loan is made; provided, that on each date that a Revolving Borrowing is made, Borrower shall repay all Swingline Loans that were outstanding on the date such Borrowing was requested. (b) Each Lender shall maintain in accordance with its usual practice an account or accounts evidencing the indebtedness of the Borrower to such Lender resulting from each Loan made by 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. (c) The Administrative Agent shall maintain accounts in which it will record (i) the amount of each Loan made hereunder, the Type and Class thereof and Type thereof and, if a Eurodollar Revolving Loan, the Interest Period applicable thereto, ; (ii) the amount of any principal or interest due and payable or to become due and payable from the Borrower to each Lender hereunder hereunder; and (iii) the amount of any sum received by the Administrative Agent hereunder from for the Borrower or any Guarantor account of the Lenders and each Lender’s share thereof. (d) The entries made in the accounts maintained pursuant to paragraphs (b) and (c) above shall be prima facie evidence of the existence and amounts of the obligations therein recorded; provided, however, that the failure of any Lender or the Administrative Agent to maintain such accounts or any error therein shall not in any manner affect the obligation obligations of the Borrower to repay the Loans in accordance with their terms. (e) Any Lender may request that Loans of any Class made by it be evidenced by a promissory note. In such event, each Borrower shall prepare, execute and deliver to such Lender a promissory note payable to the order of such Lender (or, if requested by such Lender, to such Lender and its registered assigns) and in the form attached hereto of Exhibit H-1, or H-2, as Exhibit H. the case may be. Thereafter, the Loans evidenced by such promissory note and interest thereon shall at all times (including after assignment pursuant to Section 9.0411.04) be represented by one or more promissory notes in such form payable to the order of the payee named therein (or, if such promissory note is a registered note, to such payee and its registered assigns). (f) All funds held by Borrower or any other Loan Party shall be deposited in one or more dominion and control bank or investment accounts, in form and substance reasonably satisfactory to Collateral Agent or in other accounts permitted under Section 9.01(e)(iii), in each case, to be used by the Borrower and the other Loan Parties for purposes permitted or required hereby, and, following the occurrence and during the continuance of a Cash Dominion Trigger Event, shall be forwarded daily to the Concentration Account and applied in accordance with Section 9.01(f).

Appears in 1 contract

Samples: Credit Agreement (Harry & David Holdings, Inc.)

Evidence of Debt; Repayment of Loans. (a) (i) The Parent Borrower hereby unconditionally promises to pay to the Administrative Agent for the account of each Lender, (x) the principal amount of each Term Loan of such Lender as provided in Section 2.11 and (y) on the Revolving Credit Maturity Date, the then unpaid principal amount of each Revolving Loan of such Lender made to the Parent Borrower and (ii) each Foreign Subsidiary Borrower hereby unconditionally promises to pay to the Administrative Agent for the account of each Lender (i) on the Revolving Credit Maturity Date, the then unpaid principal amount of each Revolving Loan made by such Lender to such Foreign Subsidiary Borrower. Each Borrower hereby promises to pay to the Swingline Lender on the Revolving Credit Maturity Date and (ii) the then unpaid principal amount of each Swingline Loan on the applicable Swingline Maturity Datemade to such Borrower. (b) Each Lender shall maintain in accordance with its usual practice an account or accounts evidencing the indebtedness of the relevant Borrower to such Lender resulting from each Loan made 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. (c) The Administrative Agent shall maintain accounts in which it will record (i) the relevant Borrower, (ii) the amount of each Loan made hereunder, the Class and Type thereof and, if a Eurodollar Revolving Loanapplicable, the Interest Period applicable thereto, (iiiii) the amount of any principal or interest due and payable or to become due and payable from the relevant Borrower to each Lender hereunder and (iiiiv) the amount of any sum received by the Administrative Agent hereunder from the Borrower Borrowers or any Guarantor and each Lender’s share thereof. (d) The entries made in the accounts maintained pursuant to paragraphs (b) and (c) above shall be prima facie evidence of the existence and amounts of the obligations therein recorded; provided, however, that the failure of any Lender or the Administrative Agent to maintain such accounts or any error therein shall not in any manner affect the obligation obligations of the Borrower Borrowers to repay the Loans in accordance with their termsthe terms of this Agreement. (e) Any Lender may request that Loans made by it hereunder be evidenced by a promissory notenote in substantially the form of Exhibit G-1 or Exhibit G-2, as applicable, with appropriate insertions and deletions (each, a “Note”). In such event, each the relevant Borrower shall prepare, execute and deliver to such Lender a promissory note Note payable to the order of such Lender (or, if requested by such Lender, to such Lender and its permitted registered assigns) and . Notwithstanding any other provision of this Agreement, in the form attached hereto as Exhibit H. Thereafterevent any Lender shall request and receive such a Note, the Loans evidenced interests represented by such promissory note and interest thereon Note shall at all times (including after any assignment of all or part of such interests pursuant to Section 9.04) be represented by one or more promissory notes in such form Notes payable to the order of the payee named therein (or, if such promissory note is a registered note, to such payee and or its registered assigns).

Appears in 1 contract

Samples: Credit Agreement (VWR Funding, Inc.)

Evidence of Debt; Repayment of Loans. (a) The Borrower Borrowers hereby jointly and severally and unconditionally promises promise to pay (i) to the Administrative Agent for the account of each Lender holding Term B Loans, the principal amount of each Term B Loan of such Lender as provided in Section 2.09, (iii) to the Administrative Agent for the account of each Revolving Lender, the then unpaid principal amount of each Revolving Loan of such Lender on the Revolving Maturity Date and (iiiii) to the Swingline Lender the then unpaid principal amount of each Swingline Loan on the applicable earlier of the Revolving Maturity Date and the first date after such Swingline Maturity DateLoan is made that is the 15th or last day of a calendar month and is at least two Business Days after such Swingline Loan is made; provided that on each date that a Revolving Borrowing is made, Borrowers shall, jointly and severally, repay all Swingline Loans that were outstanding on the date such Borrowing was requested. (b) Each Lender shall maintain in accordance with its usual practice an account or accounts evidencing the indebtedness of the each Borrower to such Lender resulting from each Loan made 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. (c) The Administrative Agent shall maintain accounts in which it will record (i) the amount of each Loan made hereunder, the Type and Class thereof and Type thereof and, if a Eurodollar Revolving Loan, the Interest Period applicable thereto, ; (ii) the amount of any principal or interest due and payable or to become due and payable from the relevant Borrower to each Lender hereunder hereunder; and (iii) the amount of any sum received by the Administrative Agent hereunder from for the Borrower or any Guarantor account of the Lenders and each Lender’s 's share thereof. (d) The entries made in the accounts maintained pursuant to paragraphs (b) and (c) above shall be prima facie evidence of the existence and amounts of the obligations therein recorded; provided, however, provided that the failure of any Lender or the Administrative Agent to maintain such accounts or any error therein shall not in any manner affect the obligation obligations of the Borrower Borrowers to repay the Loans in accordance with their terms. (e) Any Lender may request that Loans of any Class made by it be evidenced by a promissory note. In such event, each Borrower Borrowers shall prepare, execute and deliver to such Lender a promissory note payable to the order of such Lender (or, if requested by such Lender, to such Lender and its registered assigns) and in the form attached hereto of Exhibits G-1, G-2, G-3 and G-4, as Exhibit H. the case may be. Thereafter, the Loans evidenced by such promissory note and interest thereon shall at all times (including after assignment pursuant to Section 9.0411.04) be represented by one or more promissory notes in such form payable to the order of the payee named therein (or, if such promissory note is a registered note, to such payee and its registered assigns).

Appears in 1 contract

Samples: Credit Agreement (Basic Energy Services Inc)

Evidence of Debt; Repayment of Loans. (a) The Each Borrower hereby unconditionally promises to pay to the Administrative Agent for the account of each Lender (i) the then unpaid principal amount of each Revolving Loan made to such Borrower on the Maturity Date and (ii) Date; provided, however, that if the then Purchase Contract shall terminate prior to the Maturity Date, the Trustee shall repay the unpaid principal amount of each Swingline Loan made to it on the applicable Swingline earlier of (i) the Maturity Date, (ii) the 150th day following the Trust Termination Date, (iii) if any Event of Default that is not a Purchase Contract Default shall be in existence on the Trust Termination Date or shall thereafter occur, the 10th day following the later to occur of the Trust Termination Date or such Event of Default or (iv) if a Purchase Contract Default shall have occurred, on (A) the date of such occurrence or (B) such later date as the Administrative Agent may elect. (b) Each Lender shall maintain in accordance with its usual practice an account or accounts evidencing the indebtedness of the each Borrower to such Lender resulting from each Loan made by such Lender from time to time, including the amounts of principal and interest payable and paid such Lender from time to time under this Agreement. (c) The Administrative Agent shall maintain accounts in which it will record (i) the amount of each Loan made hereunder, the Class and Type thereof and, if a Eurodollar Revolving Loan, and the Interest Period applicable thereto, (ii) the amount of any principal or interest due and payable or to become due and payable from the each Borrower to each Lender hereunder and (iii) the amount of any sum received by the Administrative Agent hereunder from the each Borrower or any Guarantor and each Lender’s share thereof. (d) The entries made in the accounts maintained pursuant to paragraphs (b) and (c) above shall be prima facie evidence of the existence and amounts of the obligations therein recorded; provided, however, that the failure of any Lender or the Administrative Agent to maintain such accounts or any error therein shall not in any manner affect the obligation obligations of the Borrower Borrowers to repay the Loans in accordance with their terms. (e) Any Notwithstanding any other provision of this Agreement, in the event any Lender may shall request that Loans made by it be evidenced by a promissory note. In such event, each Borrower shall prepare, execute and deliver to such Lender receive a promissory note payable to the order of such Lender (or, if requested by such Lender, to such Lender and its registered assigns) and in the form attached hereto as Exhibit H. Thereafter, the Loans evidenced interests represented by such promissory note and interest thereon shall at all times (including after any assignment of all or part of such interests pursuant to Section 9.0410.04) be represented by one or more promissory notes in such form payable to the order of the payee named therein (or, if such promissory note is a registered note, to such payee and or its registered assigns).

Appears in 1 contract

Samples: Credit Agreement (El Paso Electric Co /Tx/)

Evidence of Debt; Repayment of Loans. (a) The Borrower hereby unconditionally promises to pay (i) to the Administrative Agent for the account of each Lender (i) Revolving Lender, the then unpaid principal amount of each Revolving Loan of such Lender on the Revolving Maturity Date and (ii) to the Swingline Lender the then unpaid principal amount of each Swingline Loan on the applicable earlier of the Revolving Maturity Date and the first date after such Swingline Maturity DateLoan is made that is the 15th or last day of a calendar month and is at least two Business Days after such Swingline Loan is made; provided that on each date that a Revolving Borrowing is made, Borrower shall repay all Swingline Loans that were outstanding on the date such Borrowing was requested. (b) Each Lender shall maintain in accordance with its usual practice an account or accounts evidencing the indebtedness of the Borrower to such Lender resulting from each Loan made by 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. (c) The Administrative Agent shall maintain accounts in which it will record (i) the amount of each Loan made hereunder, the Type and Class thereof and Type thereof and, if a Eurodollar Revolving Loan, the Interest Period applicable thereto, ; (ii) the amount of any principal or interest due and payable or to become due and payable from the Borrower to each Lender hereunder hereunder; and (iii) the amount of any sum received by the Administrative Agent hereunder from for the Borrower or any Guarantor account of the Lenders and each Lender’s share thereof. (d) The entries made in the accounts maintained pursuant to paragraphs (b) and (c) above shall be prima facie evidence of the existence and amounts of the obligations therein recordedrecorded absent manifest error; provided, however, provided that the failure of any Lender or the Administrative Agent to maintain such accounts or any error therein shall not in any manner affect the obligation obligations of the Borrower to repay the Loans in accordance with their terms. (e) Any Lender may request that Loans of any Class made by it be evidenced by a promissory note. In such event, each Borrower shall prepare, execute and deliver to such Lender a promissory note payable to the order of such Lender (or, if requested by such Lender, to such Lender and its registered assigns) and in the form attached hereto of Exhibit H-1 or H-2, as Exhibit H. the case may be. Thereafter, the Loans evidenced by such promissory note and interest thereon shall at all times (including after assignment pursuant to Section 9.0411.04) be represented by one or more promissory notes in such form payable to the order of the payee named therein (or, if such promissory note is a registered note, to such payee and its registered assigns). (f) All funds held by Borrower or any other Loan Party (other than the Borrowing Base Guarantors) (other than proceeds of a Casualty Event, Asset Sales that do not require a permanent repayment and any other cash required to be pledged under Loan Documents) shall be deposited in one or more dominion and control bank or investment accounts, in form and substance reasonably satisfactory to Collateral Agent, and, following the occurrence and during the continuance of an Event of Default or at any time that any of the Excess Availability Requirements are not met as of the end of any fiscal month, shall be applied on a daily basis to the repayment of the Swingline Loans and, thereafter, to any Revolving Loans which become due, without a reduction in the Commitments. All funds held by a Borrowing Base Guarantor (other than proceeds of a Casualty Event, Asset Sales that do not require a permanent repayment and any other cash required to be pledged under Loan Documents) shall be deposited in one or more dominion and control bank or investment accounts, in form and substance reasonably satisfactory to Collateral Agent, and, following the occurrence and during the continuance of an Event of Default or at any time that any of the Excess Availability Requirements are not met as of the end of any fiscal month, shall be applied on a daily basis to the repayment of the Swingline Loans and, thereafter, to any Revolving Loans which become due, without a reduction in the Commitments (with a corresponding adjustment to the Borrowing Base Guarantor Intercompany Loan Account).

Appears in 1 contract

Samples: Credit Agreement (Broder Bros Co)

Evidence of Debt; Repayment of Loans. (a) The Borrower hereby unconditionally promises to pay (i) to the Administrative Agent for the account of each Lender (iA) the principal amount of each Term Loan of such Lender as provided in Section 2.11 and (B) the then unpaid principal amount of each Revolving Loan of such Lender on the Revolving Credit Maturity Date and (ii) to the Swingline Lender the then unpaid principal amount of each Swingline Loan on the applicable earlier of the Revolving Credit Maturity Date and the first date after such Swingline Maturity DateLoan is made that is the 15th or last day of a calendar month and is at least two Business Days after such Swingline Loan is made; provided that on each date that a Revolving Credit Borrowing is made, the Borrower shall repay all Swingline Loans owing by the Borrower that were outstanding on the date of such Borrowing was requested. (b) Each Lender shall maintain in accordance with its usual practice an account or accounts evidencing the indebtedness of the Borrower to such Lender resulting from each Loan made by 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. (c) The Administrative Agent shall maintain accounts in which it will record (i) the amount of each Loan made (or deemed made) to the Borrower hereunder, the Class and Type thereof and, if a Eurodollar Revolving Loanapplicable, the Interest Period applicable thereto, (ii) the amount of any principal or interest due and payable or to become due and payable from the Borrower to each Lender hereunder and (iii) the amount of any sum received by the Administrative Agent hereunder from the Borrower or any Subsidiary Guarantor and each Lender’s share thereof. (d) The entries made in the accounts maintained pursuant to paragraphs (b) and (c) above shall be prima facie evidence of the existence and amounts of the obligations therein recorded; provided, however, that the failure of any Lender or the Administrative Agent to maintain such accounts or any error therein shall not in any manner affect the obligation obligations of the Borrower to repay the Loans in accordance with their termsthe terms of this Agreement. In the event of any conflict between the accounts and records maintained by any Lender and the accounts and records of the Administrative Agent in respect of such entries, the accounts and records of the Administrative Agent shall control in the absence of manifest error. (e) Any Lender may request that Loans made by it hereunder be evidenced by a promissory note. In such event, each the Borrower shall prepare, execute and deliver to such Lender a promissory note payable to the order of such Lender (or, if requested by such Lender, to such Lender and its registered assigns) assigns and in form and substance reasonably acceptable to the form attached hereto as Exhibit H. ThereafterAdministrative Agent and the Borrower. Notwithstanding any other provision of this Agreement, in the event any Lender shall request and receive such a promissory note, the Loans evidenced interests represented by such promissory note and interest thereon shall at all times (including after any assignment of all or part of such interests pursuant to Section 9.04) be represented by one or more promissory notes in such form payable to the order of the payee named therein (or, if such promissory note is a registered note, to such payee and or its registered assigns).

Appears in 1 contract

Samples: Credit Agreement (Salix Pharmaceuticals LTD)

Evidence of Debt; Repayment of Loans. (a) The Each Borrower hereby unconditionally promises to pay (i) to the Administrative Agent for the account of each Lender (i) Lender, the then unpaid principal amount of each Revolving Loan on the Maturity Date (or on such earlier date on which such Loan shall become due and payable hereunder, pursuant to Article VII or otherwise) and (ii) to the Swingline Lender the then unpaid principal amount of each Swingline Loan Loans on the applicable earlier of the Maturity Date and the first date after such Swingline Maturity DateLoan is made that is the 15th or last day of a calender month and is at least two Business Days after such Swingline Loan is made (or on such earlier date on which such Loan shall become due and payable hereunder, pursuant to Article VII or otherwise), PROVIDED that on each date that the Borrowing of a Revolving Loan is made, the Borrower shall repay all Swingline Loans then outstanding. (b) Each Lender shall maintain in accordance with its usual practice an account or accounts evidencing the indebtedness of the Borrower Borrowers to such Lender resulting from each Loan made by such Lender from time to time, including the amounts of principal and interest payable and paid such Lender from time to time under this Agreement. (c) The Administrative Agent shall maintain accounts in which it will record (i) the amount of each Loan made hereunder, the Class and Type thereof and, if a Eurodollar Revolving Loan, and the Interest Period applicable thereto, (ii) the amount of any principal or interest due and payable or to become due and payable from the Borrower Borrowers to each Lender hereunder and (iii) the amount of any sum received by the Administrative Agent hereunder from the any Borrower or any Guarantor and each Lender’s 's share thereof. (d) The entries made in the accounts maintained pursuant to paragraphs (b) and (c) above shall be prima facie evidence of the existence and amounts of the obligations therein recorded; providedPROVIDED, howeverHOWEVER, that the failure of any Lender or the Administrative Agent to maintain such accounts or any error therein shall not in any manner affect the obligation obligations of the Borrower Borrowers to repay the Loans in accordance with their terms. (e) Any Notwithstanding any other provision of this Agreement, in the event any Lender may shall request that Loans made by it be evidenced by a promissory note. In such event, each Borrower shall prepare, execute and deliver to such Lender receive a promissory note payable to the order of such Lender (or, if requested by such Lender, to such Lender and its registered assigns) and in the form attached hereto as Exhibit H. Thereafter, the Loans evidenced interests represented by such promissory note and interest thereon shall at all times (including after any assignment of all or part of such interests pursuant to Section 9.04) be represented by one or more promissory notes in such form payable to the order of the payee named therein (or, if such promissory note is a registered note, to such payee and or its registered assigns).

Appears in 1 contract

Samples: Credit Agreement (Advantica Restaurant Group Inc)

Evidence of Debt; Repayment of Loans. (a) The Borrower hereby unconditionally promises to pay to each Lender, through the Administrative Agent for Agent, the account principal amount of each Loan of such Lender (i) in accordance with the terms hereof. The Borrower shall make such payment of the then unpaid principal amount of each Revolving Loan on the Maturity Date (or such earlier date on which such Loan is required to be repaid in accordance with the provisions hereof), or if any such date is not a Business Day, on the next preceding Business Day, together with accrued and (ii) unpaid interest on the then unpaid principal amount to be paid to but excluding the date of each Swingline Loan on the applicable Swingline Maturity Datepayment. All repayments pursuant to this Section 2.03 shall be subject to Section 2.08, but shall otherwise be without premium or penalty. (b) Each Lender shall maintain in accordance with its usual practice an account or accounts evidencing the indebtedness of the Borrower to such Lender resulting from each Loan made by such Lender from time to timeLender, including the amounts of principal and interest payable and paid to such Lender from time to time under this Agreement. (c) The Administrative Agent shall maintain accounts in which it will record (i) the amount of each Loan made hereunder, the Class hereunder and Type thereof and, if a Eurodollar Revolving Loan, the each Interest Period applicable thereto, (ii) the amount of any principal or interest due and payable or to become due and payable from the Borrower to each Lender hereunder and (iii) the amount of any sum received by the Administrative Agent hereunder from the Borrower or any Guarantor and each Lender’s share thereof. (d) The entries made in the accounts maintained pursuant to paragraphs (b) and (c) above shall be prima facie evidence of the existence and amounts of the obligations therein recorded; provided, however, that the failure of any Lender or the Administrative Agent to maintain such accounts or any error therein shall not in any manner affect the obligation obligations of the Borrower to repay the Loans in accordance with their terms. (e) Any Lender may request that Loans made by it hereunder be evidenced by a promissory note. In such event, each the Borrower shall prepare, execute and deliver to such Lender a promissory note payable to the order of such Lender (or, if requested by such Lender, to such Lender and its registered assigns) assigns and in a form and substance reasonably acceptable to the form attached hereto as Exhibit H. ThereafterAdministrative Agent and the Borrower. Notwithstanding any other provision of this Agreement, in the event any Lender shall request and receive such a promissory note, the Loans evidenced interests represented by such promissory note and interest thereon shall at all times (including after any assignment of all or part of such interests pursuant to Section 9.048.04) be represented by one or more promissory notes in such form payable to the order of the payee named therein (or, if such promissory note is a registered note, to such payee and or its registered assigns).

Appears in 1 contract

Samples: Loan Agreement (TransDigm Group INC)

Evidence of Debt; Repayment of Loans. (a) The Borrower hereby unconditionally promises to pay (i) to the Administrative Agent for the account of each Lender (i) Revolving Lender, the then unpaid principal amount of each Revolving Loan of such Lender on the Final Maturity Date and (ii) to the Swingline Lender the then unpaid principal amount of each Swingline Loan on the applicable earlier of the Final Maturity Date and the first date after such Swingline Maturity DateLoan is made that is the 15th or last day of a calendar month and is at least three (3) Business Days after such Swingline Loan is made; provided, that on each date that a Revolving Borrowing is made, Borrower shall repay all Swingline Loans that were outstanding on the date such Borrowing was requested. (ba) Each Lender shall maintain in accordance with its usual practice an account or accounts evidencing the indebtedness of the Borrower to such Lender resulting from each Loan made by 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. (cb) The Administrative Agent shall maintain accounts in which it will record (i) the amount of each Loan made hereunder, the Type and Class thereof and Type thereof and, if a Eurodollar Revolving Loan, the Interest Period applicable thereto, ; (ii) the amount of any principal or interest due and payable or to become due and payable from the Borrower to each Lender hereunder hereunder; and (iii) the amount of any sum received by the Administrative Agent hereunder from for the Borrower or any Guarantor account of the Lenders and each Lender’s share thereof. (dc) The entries made in the accounts maintained pursuant to paragraphs (b) and (c) above shall be prima facie evidence of the existence and amounts of the obligations therein recorded; provided, however, that the failure of any Lender or the Administrative Agent to maintain such accounts or any error therein shall not in any manner affect the obligation obligations of the Borrower to repay the Loans in accordance with their terms. (ed) Any Lender may request that Loans of any Class made by it be evidenced by a promissory note. In such event, each Borrower shall prepare, execute and deliver to such Lender a promissory note payable to the order of such Lender (or, if requested by such Lender, to such Lender and its registered assigns) and in the form attached hereto of Exhibit H-1, or H-2, as Exhibit H. the case may be. Thereafter, the Loans evidenced by such promissory note and interest thereon shall at all times (including after assignment pursuant to Section 9.0411.04) be represented by one or more promissory notes in such form payable to the order of the payee named therein (or, if such promissory note is a registered note, to such payee and its registered assigns). (e) All funds held by Borrower or any other Loan Party shall be deposited in one or more dominion and control bank or investment accounts, in form and substance reasonably satisfactory to Collateral Agent or in other accounts permitted under Section 9.01(e)(iii), in each case, to be used by the Borrower and the other Loan Parties for purposes permitted or required hereby, and, following the occurrence and during the continuance of a Cash Dominion Trigger Event, shall be forwarded daily to the Concentration Account and applied in accordance with Section 9.01(f).

Appears in 1 contract

Samples: Credit Agreement (Harry & David Holdings, Inc.)

Evidence of Debt; Repayment of Loans. (a) The Each of the Borrower and the UK Borrower hereby unconditionally promises to pay to agrees that the Administrative Agent for the account outstanding principal balance of each Lender (i) the then unpaid principal amount of each Domestic Revolving Loan or Multicurrency Revolving Loan made to it, as applicable, shall be payable on the Maturity Date in the currency in which such Revolving Loan was made and (ii) the then unpaid outstanding principal amount balance of each Swingline Domestic Competitive Loan or Multicurrency Competitive Loan made to it, as applicable, shall be payable on the last day of the Interest Period applicable thereto. Each Loan shall bear interest from and including the date of such Loan on the applicable Swingline outstanding principal balance thereof as set forth in Section 2.09. Each of the Borrower and the UK Borrower hereby agrees that, not less than 30 days prior to the Maturity Date, it shall return or cause to be returned to the relevant Issuing Lender any outstanding Letter of Credit issued for its account that has an expiry date that extends beyond the Maturity Date (other than any such Letter of Credit that has been collateralized with cash in accordance with the provisions of Section 3.01). (b) Each Lender shall maintain in accordance with its usual practice an account or accounts evidencing the indebtedness of the Borrower and the UK Borrower to such Lender resulting from each Loan made by such Lender from time to time, including the amounts of principal and interest payable and paid by such Lender from time to time under this Agreement. (c) The Administrative Agent shall maintain accounts in which it will record (i) the amount of each Loan made hereunder, the Class and Available Currency thereof, the Type thereof and, if a Eurodollar Revolving Loanthereof, the Interest Period applicable theretothereto and whether such Loan was made to the Borrower or the UK Borrower, (ii) the amount of any principal or interest due and payable or to become due and payable from the Borrower or the UK Borrower, as applicable, to each Lender hereunder and (iii) the amount of any sum received by the Administrative Agent hereunder from the Borrower or any Guarantor the UK Borrower, as applicable, and each Lender’s share thereof. (d) The entries made in the accounts maintained pursuant to paragraphs (b) and (c) above of this Section 2.07 shall be prima facie evidence of the existence and amounts of the obligations therein recorded; provided, however, that the failure of any Lender or the Administrative Agent to maintain such accounts or any error therein shall not in any manner affect the obligation obligations of the Borrower or the UK Borrower, as applicable, to repay the Loans in accordance with their terms. (e) Any Notwithstanding any other provision of this Agreement, in the event any Lender may shall request that Loans made by it be evidenced by a promissory note. In such event, each Borrower shall prepare, execute and deliver to such Lender receive a promissory note payable to the order of such Lender (or, if requested by such Lender, to such Lender and its registered assigns) and in the form attached hereto as Exhibit H. Thereafter, the Loans evidenced interests represented by such promissory note and interest thereon shall at all times (including after any assignment of all or part of such interests pursuant to Section 9.0410.04) be represented by one or more promissory notes in such form payable to the order of the payee named therein (or, if such promissory note is a registered note, to such payee and or its registered assigns).

Appears in 1 contract

Samples: Credit Facility Agreement (Raytheon Co/)

Evidence of Debt; Repayment of Loans. (a) The Borrower hereby unconditionally promises to pay (i) to the Administrative Agent for the account of each Lender (i) Revolving Lender, the then unpaid principal amount of each Revolving Loan of such Lender on the Final Maturity Date and (ii) to the Swingline Lender the then unpaid principal amount of each Swingline Loan on the applicable earlier of the Final Maturity Date and the first date after such Swingline Maturity DateLoan is made that is the 15th or last day of a calendar month and is at least three (3) Business Days after such Swingline Loan is made; provided that on each date that a Revolving Borrowing is made, Borrower shall repay all Swingline Loans that were outstanding on the date such Borrowing was requested. (b) Each Lender shall maintain in accordance with its usual practice an account or accounts evidencing the indebtedness of the Borrower to such Lender resulting from each Loan made by 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. (c) The Administrative Agent shall maintain accounts in which it will record (i) the amount of each Loan made hereunder, the Type and Class thereof and Type thereof and, if a Eurodollar Revolving Loan, the Interest Period applicable thereto, ; (ii) the amount of any principal or interest due and payable or to become due and payable from the Borrower to each Lender hereunder hereunder; and (iii) the amount of any sum received by the Administrative Agent hereunder from for the Borrower or any Guarantor account of the Lenders and each Lender’s share thereof. (d) The entries made in the accounts maintained pursuant to paragraphs (b) and (c) above shall be prima facie evidence of the existence and amounts of the obligations therein recorded; provided, however, provided that the failure of any Lender or the Administrative Agent to maintain such accounts or any error therein shall not in any manner affect the obligation obligations of the Borrower to repay the Loans in accordance with their terms. (e) Any Lender may request that Loans of any Class made by it be evidenced by a promissory note. In such event, each Borrower shall prepare, execute and deliver to such Lender a promissory note payable to the order of such Lender (or, if requested by such Lender, to such Lender and its registered assigns) and in the form attached hereto of Exhibit H-1, or H-2, as Exhibit H. the case may be. Thereafter, the Loans evidenced by such promissory note and interest thereon shall at all times (including after assignment pursuant to Section 9.0411.04) be represented by one or more promissory notes in such form payable to the order of the payee named therein (or, if such promissory note is a registered note, to such payee and its registered assigns). (f) All funds held by Borrower or any other Loan Party shall be deposited in one or more dominion and control bank or investment accounts, in form and substance reasonably satisfactory to Collateral Agent or in other accounts permitted under Section 9.01(e)(iii), in each case, to be used by the Borrower and the other Loan Parties for purposes permitted or required hereby, and, following the occurrence and during the continuance of a Cash Dominion Trigger Event, shall be forwarded daily to the Concentration Account and applied in accordance with Section 9.01(f).

Appears in 1 contract

Samples: Credit Agreement (Harry & David Holdings, Inc.)

Evidence of Debt; Repayment of Loans. (a) The Borrower hereby unconditionally promises to pay (i) to the Administrative Agent for the account of each Tranche B Lender, the principal amount of each Tranche B Loan of such Tranche B Lender as provided in SECTION 2.09, (iii) to the Administrative Agent for the account of each Revolving Lender, the then unpaid principal amount of each Revolving Loan of such Revolving Lender on the Revolving Maturity Date and (iiiii) to the Swingline Lender, the then unpaid principal amount of each Swingline Loan on the applicable earlier of the Revolving Maturity Date and the first date after such Swingline Maturity DateLoan is made that is the 15th or last day of a calendar month and is at least two Business Days after such Swingline Loan is made; PROVIDED that on each date that a Revolving Borrowing is made, Borrower shall repay all Swingline Loans that were outstanding on the date such Borrowing was requested. (b) Each Lender shall maintain in accordance with its usual practice an account or accounts evidencing the indebtedness of the Borrower to such Lender resulting from each Loan made by 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. (c) The Administrative Agent shall maintain accounts in which it will record (i) the amount of each Loan made hereunder, the Type and Class thereof and Type thereof and, if a Eurodollar Revolving Loan, the Interest Period applicable thereto, ; (ii) the amount of any principal or interest due and payable or to become due and payable from the Borrower to each Lender hereunder hereunder; and (iii) the amount of any sum received by the Administrative Agent hereunder from for the Borrower or any Guarantor account of the Lenders and each Lender’s 's share thereof. (d) The entries made in the accounts maintained pursuant to paragraphs (b) and (c) above shall be prima facie PRIMA FACIE evidence of the existence and amounts of the obligations therein recorded; provided, however, PROVIDED that the failure of any Lender or the Administrative Agent to maintain such accounts or any error therein shall not in any manner affect the obligation obligations of the Borrower to repay the Loans in accordance with their terms. (e) Any Lender by written notice to Borrower (with a copy to the Administrative Agent) may request that Loans of any Class made by it be evidenced by a promissory note. In such event, each Borrower shall prepare, execute and deliver to such Lender a promissory note payable to the order of such Lender (or, if requested by such Lender, to such Lender and its registered assigns) and in the form attached hereto of EXHIBIT K-I, K-2 or K-3, as Exhibit H. the case may be. Thereafter, the Loans evidenced by such promissory note and interest thereon shall at all times (including after assignment pursuant to Section 9.04SECTION 11.04) be represented by one or more promissory notes in such form payable to the order of the payee named therein (or, if such promissory note is a registered note, to such payee and its registered assigns).

Appears in 1 contract

Samples: Credit Agreement (GSE Lining Technology, Inc.)

Evidence of Debt; Repayment of Loans. (a) The Borrower hereby unconditionally promises to pay to (i) the Administrative Agent for the account of each Term Loan Lender, the principal amount of each Term Loan of such Term Loan Lender as provided in Section 2.09, (iii) the Administrative Agent for the account of each Revolving Lender, the then unpaid principal amount of each Revolving Loan of such Revolving Lender on the Revolving Maturity Date and (iiiii) the Swingline Lender, the then unpaid principal amount of each Swingline Loan on the applicable earlier of the Revolving Maturity Date and the first date after such Swingline Maturity DateLoan is made that is the 15th or last day of a calendar month (or, if such date is not a Business Day, on the next succeeding Business Day) and is at least two Business Days after such Swingline Loan is made; provided that, on each date that a Revolving Borrowing is made, Borrower shall repay all Swingline Loans that were outstanding on the date such Borrowing was requested. (b) Each Lender shall maintain in accordance with its usual practice an account or accounts evidencing the indebtedness of the Borrower to such Lender resulting from each Loan made by 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. (c) The Administrative Agent shall maintain accounts in which it will record (i) the amount of each Loan made hereunder, the Type and Class thereof and Type thereof and, if a Eurodollar Revolving Loan, the Interest Period applicable thereto, (ii) the amount of any principal or interest due and payable or to become due and payable from the Borrower to each Lender hereunder hereunder, and (iii) the amount of any sum received by the Administrative Agent hereunder from for the Borrower or any Guarantor account of the Lenders and each Lender’s share thereof. (d) The entries made in the accounts maintained pursuant to paragraphs (bSections 2.04(b) and (c) above shall be prima facie evidence of the existence and amounts of the obligations therein recorded; provided, however, provided that the failure of any Lender or the Administrative Agent to maintain such accounts or any error therein shall not in any manner affect the obligation obligations of Borrower and the Borrower other Loan Parties to repay pay, and perform, the Loans Obligations in accordance with their termsthe Loan Documents. In the event of any conflict between the accounts and records maintained by any Lender and the accounts and records of the Administrative Agent in respect of such entries, the accounts and records of the Administrative Agent shall control in the absence of manifest error. (e) Any Lender by written notice to Borrower (with a copy to the Administrative Agent) may request that Loans of any Class made by it be evidenced by a promissory note. In such event, each Borrower shall promptly prepare, execute and deliver to such Lender a promissory note payable to the order of such Lender (or, if requested by such Lender, to such Lender and its registered assigns) and in the form attached hereto of Exhibit I-1, I-2 or I-3, as Exhibit H. the case may be. Thereafter, the Loans evidenced by such promissory note and interest thereon shall at all times (including after assignment pursuant to Section 9.0410.04) be represented by one or more promissory notes in such form payable to the order of the payee named therein (or, if such promissory note is a registered note, to such payee and its registered assigns).

Appears in 1 contract

Samples: Credit Agreement (Merge Healthcare Inc)

Evidence of Debt; Repayment of Loans. (a) The Borrower Each U.S. Borrower, jointly and severally, hereby unconditionally promises to pay (i) to the Administrative Agent for the account of each Lender (i) U.S. Revolving Lender, the then unpaid principal amount of each U.S. Revolving Loan of such U.S. Revolving Lender on the Maturity Date and, (ii) to the Administrative Agent for the account of each U.S. FILO Lender, the then unpaid principal amount of each U.S. FILO Loan of such U.S. FILO Lender on the U.S. FILO Maturity Date, and (iii) to each U.S. Swingline Lender the then unpaid principal amount of each applicable U.S. Swingline Loan on the Maturity Date. The Canadian Borrower hereby unconditionally promises to pay (i) to the Administrative Agent for the account of each Canadian Revolving Lender, then unpaid principal amount of each Canadian Revolving Loan of such Canadian Revolving Lender on the Maturity Date and (ii) to the Canadian Swingline Lender the then unpaid principal amount of each applicable Canadian Swingline Loan on the applicable Swingline Maturity Date. (b) Each Lender shall maintain in accordance with its usual practice an account or accounts evidencing the indebtedness of the Borrower Borrowers to such Lender resulting from each Loan made 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. The Lead Borrower shall be entitled to review records of such accounts with prior reasonable notice during normal business hours. (c) The Administrative Agent shall maintain accounts in which it will record (i) the amount of each Loan made hereunder, the Class Type thereof, the currency thereof and Type thereof and, if a Eurodollar Revolving Loan, the Interest Period or Contract Period applicable thereto, ; (ii) the amount of any principal or interest due and payable or to become due and payable from the Borrower Borrowers to each Lender hereunder hereunder; and (iii) the amount of any sum received by the Administrative Agent hereunder from for the Borrower or any Guarantor account of the Lenders and each Lender’s share thereof. Each Lender shall maintain in accordance with its usual practice an account or accounts evidencing the indebtedness of the Borrowers to such Lender. The Lead Borrower shall be entitled to review records of such accounts with prior reasonable notice during normal business hours. (d) The entries made in the accounts maintained pursuant to paragraphs (b) and (c) above shall be prima facie evidence of the existence and amounts of the obligations therein recordedrecorded absent manifest error; provided, however, provided that the failure of any Lender or the Administrative Agent to maintain such accounts or any error therein shall not in any manner affect the obligation obligations of the Borrower Borrowers to repay the Loans in accordance with their terms. (e) Any Lender may request that Loans made by it be evidenced by a promissory note. In such event, each the Lead Borrower or the Canadian Borrower, as applicable, shall promptly prepare, execute and deliver to such Lender a promissory note payable to the order of such Lender (or, if requested by such Lender, to such Lender and its registered assigns) and substantially in the form attached hereto as of Exhibit H. ThereafterX-0, the Loans evidenced by such promissory note and interest thereon shall at all times (including after assignment pursuant to Section 9.04) be represented by one or more promissory notes in such form payable to the order of the payee named therein (Xxxxxxx X-0, Exhibit B-3 or, if such promissory note is a registered noteExhibit B-4 or Exhibit B-5, to such payee and its registered assigns)as applicable.

Appears in 1 contract

Samples: Credit Agreement (Ryerson Holding Corp)

Evidence of Debt; Repayment of Loans. (a) The Borrower hereby unconditionally promises to pay (i) to the Administrative Agent for the account of each Lender (i) the then unpaid principal amount of each Revolving Loan of such Lender on the Revolving Credit Maturity Date and (ii) to the Swingline Lender the then unpaid principal amount of each Swingline Loan on the applicable earlier of the Revolving Credit Maturity Date and the first date after such Swingline Maturity DateLoan is made that is the 15th or last day of a calendar month and is at least two Business Days after such Swingline Loan is made; provided that on each date that a Revolving Credit Borrowing is made, the Borrower shall repay all Swingline Loans owing by the Borrower that were outstanding on the date of such Borrowing was requested. (b) Each Lender shall maintain in accordance with its usual practice an account or accounts evidencing the indebtedness of the Borrower to such Lender resulting from each Loan made by 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. (c) The Administrative Agent shall maintain accounts in which it will record (i) the amount of each Loan made (or deemed made) to the Borrower hereunder, the Class and Type thereof and, if a Eurodollar Revolving Loanapplicable, the Interest Period applicable thereto, (ii) the amount of any principal or interest due and payable or to become due and payable from the Borrower to each Lender hereunder and (iii) the amount of any sum received by the Administrative Agent hereunder from the Borrower or any Subsidiary Guarantor and each Lender’s share thereof. (d) The entries made in the accounts maintained pursuant to paragraphs (b) and (c) above shall be prima facie evidence of the existence and amounts of the obligations therein recorded; provided, however, that the failure of any Lender or the Administrative Agent to maintain such accounts or any error therein shall not in any manner affect the obligation obligations of the Borrower to repay the Loans in accordance with their termsthe terms of this Agreement. In the event of any conflict between the accounts and records maintained by any Lender and the accounts and records of the Administrative Agent in respect of such entries, the accounts and records of the Administrative Agent shall control in the absence of manifest error. (e) Any Lender may request that Loans made by it hereunder be evidenced by a promissory note. In such event, each the Borrower shall prepare, execute and deliver to such Lender a promissory note payable to the order of such Lender (or, if requested by such Lender, to such Lender and its registered assigns) assigns and in form and substance reasonably acceptable to the form attached hereto as Exhibit H. ThereafterAdministrative Agent and the Borrower. Notwithstanding any other provision of this Agreement, in the event any Lender shall request and receive such a promissory note, the Loans evidenced interests represented by such promissory note and interest thereon shall at all times (including after any assignment of all or part of such interests pursuant to Section 9.04) be represented by one or more promissory notes in such form payable to the order of the payee named therein (or, if such promissory note is a registered note, to such payee and or its registered assigns).

Appears in 1 contract

Samples: Credit Agreement (Smart Sand, Inc.)

Evidence of Debt; Repayment of Loans. (a) The Borrower hereby unconditionally promises to pay to the Administrative Agent for the account of each Lender (i) the then unpaid principal amount of each Revolving Loan on the Revolving Credit Maturity Date Date, (ii) the principal amount of each Term Loan of such Lender as provided in Section 2.12, and (iiiii) the then unpaid principal amount of each Swingline Loan on the applicable earlier of the Revolving Credit Maturity Date and the first date after such Swingline Maturity DateLoan is made that is the 15th day or last day of a calendar month and is at least three Business Days after such Swingline Loan is made; provided that on each date that a Revolving Credit Borrowing is made, the Borrower shall repay all Swingline Loans then outstanding. (b) Each Lender shall maintain in accordance with its usual practice an account or accounts evidencing the indebtedness of the Borrower to such Lender resulting from each Loan made by such Lender from time to time, including the amounts of principal and interest payable and paid such Lender from time to time under this Agreement. (c) The Administrative Agent shall maintain accounts in which it will record (i) the amount of each Loan made hereunder, the Class and Type thereof and, if a Eurodollar Revolving Loan, and the Interest Period applicable thereto, (ii) the amount of any principal or interest due and payable or to become due and payable from the Borrower to each Lender hereunder and (iii) the amount of any sum received by the Administrative Agent hereunder from the Borrower or any Guarantor and each Lender’s 's share thereof. (d) The entries made in the accounts maintained pursuant to paragraphs (b) and (c) above shall be prima facie evidence of the existence and amounts of the obligations therein recorded; provided, however, that the failure of any Lender or the Administrative Agent to maintain such accounts or any error therein shall not in any manner affect the obligation of the Borrower to repay the Loans in accordance with their terms. (e) Any Notwithstanding any other provision of this Agreement, in the event any Lender may shall request that Loans made by it be evidenced by a promissory note. In such event, each Borrower shall prepare, execute and deliver to such Lender receive a promissory note substantially in the form of the Revolving Loan Note set forth in Exhibit J-1, the Tranche A Term Note set forth in Exhibit J-2 or the Tranche B Term Note set forth in Exhibit J-3, as applicable, payable to the order of such Lender (or, if requested by such Lender, to such Lender and its registered assigns) and in the form attached hereto as Exhibit H. Thereafter, the Loans evidenced interests represented by such promissory note and interest thereon shall at all times (including after any assignment of all or part of such interests pursuant to Section 9.04) be represented by one or more promissory notes in such form payable to the order of the payee named therein (or, if such promissory note is a registered note, to such payee and or its registered assigns).

Appears in 1 contract

Samples: Credit Agreement (Morrison Knudsen Corp//)

Evidence of Debt; Repayment of Loans. (a) The Borrower hereby unconditionally promises to pay (i) to the Administrative Agent for the account of each Lender (i) Revolving Lender, the then unpaid principal amount of each Revolving Loan of such Lender on the Revolving Maturity Date and (ii) to the Swingline Lender the then unpaid principal amount of each Swingline Loan on the applicable earlier of the Revolving Maturity Date and the first date after such Swingline Maturity DateLoan is made that is the 15th or last day of a calendar month and is at least two Business Days after such Swingline Loan is made; provided that on each date that a Revolving Borrowing is made, Borrower shall repay all Swingline Loans that were outstanding on the date such Borrowing was requested. (b) Each Lender shall maintain in accordance with its usual practice an account or accounts evidencing the indebtedness of the Borrower to such Lender resulting from each Loan made by 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. (c) The Administrative Agent shall maintain accounts in which it will record (i) the amount of each Loan made hereunder, the Type and Class thereof and Type thereof and, if a Eurodollar Revolving Loan, the Interest Period applicable thereto, ; (ii) the amount of any principal or interest due and payable or to become due and payable from the Borrower to each Lender hereunder hereunder; and (iii) the amount of any sum received by the Administrative Agent hereunder from for the Borrower or any Guarantor account of the Lenders and each Lender’s share thereof. (d) The entries made in the accounts maintained pursuant to paragraphs (b) and (c) above shall be prima facie evidence of the existence and amounts of the obligations therein recorded; provided, however, provided that the failure of any Lender or the Administrative Agent to maintain such accounts or any error therein shall not in any manner affect the obligation obligations of the Borrower to repay the Loans in accordance with their terms. (e) Any Lender may request that Loans of any Class made by it be evidenced by a promissory note. In such event, each Borrower shall prepare, execute and deliver to such Lender a promissory note payable to the order of such Lender (or, if requested by such Lender, to such Lender and its registered assigns) and in the form attached hereto of Exhibits G-2, G-4 and G-5, as Exhibit H. the case may be. Thereafter, the Loans evidenced by such promissory note and interest thereon shall at all times (including after assignment pursuant to Section 9.0411.04) be represented by one or more promissory notes in such form payable to the order of the payee named therein (or, if such promissory note is a registered note, to such payee and its registered assigns).

Appears in 1 contract

Samples: Credit Agreement (Basic Energy Services Inc)

Evidence of Debt; Repayment of Loans. (a) The Borrower hereby unconditionally promises to pay (i) to the Administrative Agent for the account of each Term Loan Lender, the principal amount of each Term Loan of such Term Loan Lender as provided in Section 2.09, (iii) to the Administrative Agent for the account of each Revolving Lender, the then unpaid principal amount of each Revolving Loan of such Revolving Lender on the Revolving Maturity Date and (iiiii) to the Swingline Lender, the then unpaid principal amount of each Swingline Loan on the applicable earlier of the Revolving Maturity Date and the first date after such Swingline Maturity DateLoan is made that is the 15th or last day of a calendar month and is at least two Business Days after such Swingline Loan is made; provided that on each date that a Revolving Borrowing is made, Borrower shall repay all Swingline Loans that were outstanding on the date such Borrowing was requested. (b) Each Lender shall maintain in accordance with its usual practice an account or accounts evidencing the indebtedness of the Borrower to such Lender resulting from each Loan made by 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. (c) The Administrative Agent shall maintain accounts in which it will record (i) the amount of each Loan made hereunder, the Type and Class thereof and Type thereof and, if a Eurodollar Revolving Loan, the Interest Period applicable thereto, ; (ii) the amount of any principal or interest due and payable or to become due and payable from the Borrower to each Lender hereunder hereunder; and (iii) the amount of any sum received by the Administrative Agent hereunder from for the Borrower or any Guarantor account of the Lenders and each Lender’s share thereof. (d) The entries made in the accounts maintained pursuant to paragraphs (b) and (c) above shall be prima facie evidence of the existence and amounts of the obligations therein recorded; provided, however, provided that the failure of any Lender or the Administrative Agent to maintain such accounts or any error therein shall not in any manner affect the obligation obligations of the Borrower to repay the Loans in accordance with their terms. (e) Any Lender by written notice to Borrower (with a copy to the Administrative Agent) may request that Loans of any Class made by it be evidenced by a promissory note. In such event, each Borrower shall prepare, execute and deliver to such Lender a promissory note payable to the order of such Lender (or, if requested by such Lender, to such Lender and its registered permitted assigns) and in the form attached hereto of Exhibit K-I, K-2 or K-3, as Exhibit H. the case may be. Thereafter, the Loans evidenced by such promissory note and interest thereon shall at all times (including after assignment pursuant to Section 9.0411.04) be represented by one or more promissory notes in such form payable to the order of the payee named therein (or, if such promissory note is a registered note, to such payee and its registered assigns).

Appears in 1 contract

Samples: Credit Agreement (Leiner Health Services Corp.)

Evidence of Debt; Repayment of Loans. (a) The Each Borrower hereby unconditionally promises promises, jointly and severally, to pay (i) to the Administrative Agent for the account of each Lender (i) Lender, the then unpaid principal amount of each Revolving Loan of such Lender on the Maturity Date and Date, (ii) to the Administrative Agent for the account of each Lender, the then unpaid principal amount of each Term Loan of such Lender pursuant to Section 2.11 and (iii) to the Swingline Lender, the then unpaid principal amount of each Swingline Loan on the applicable earlier of the Maturity Date and the first date after such Swingline Maturity DateLoan is made that is the 15th or last day of a calender month and is at least five Business Days after such Swingline Loan is made (or on such earlier date on which such Loan shall become due and payable hereunder, pursuant to Article VII or otherwise), PROVIDED that on each date that the Borrowing of a Revolving Loan is made, the Borrower shall repay all Swingline Loans then outstanding. (b) Each Lender shall maintain in accordance with its usual practice an account or accounts evidencing the indebtedness of the Borrower Borrowers to such Lender resulting from each Loan made by such Lender from time to time, including the amounts of principal and interest payable and paid such Lender from time to time under this Agreement. (c) The Administrative Agent shall maintain accounts in which it will record (i) the amount of each Loan made hereunder, the Class and Type thereof and, if a Eurodollar Revolving Loan, and the Interest Period applicable thereto, (ii) the amount of any principal or interest due and payable or to become due and payable from the Borrower Borrowers to each Lender hereunder and (iii) the amount of any sum received by the Administrative Agent hereunder from the any Borrower or any Guarantor and each Lender’s 's share thereof. (d) The entries made in the accounts maintained pursuant to paragraphs (b) and (c) above shall be prima facie evidence of the existence and amounts of the obligations therein recorded; providedPROVIDED, howeverHOWEVER, that the failure of any Lender or the Administrative Agent to maintain such accounts or any error therein shall not in any manner affect the obligation obligations of the Borrower Borrowers to repay the Loans in accordance with their terms. (e) Any Notwithstanding any other provision of this Agreement, in the event any Lender may shall request that Loans made by it be evidenced by a promissory note. In such event, each Borrower shall prepare, execute and deliver to such Lender receive a promissory note payable to the order of such Lender (or, if requested by such Lender, to such Lender and its registered assigns) and in the form attached hereto as Exhibit H. Thereafter, the Loans evidenced interests represented by such promissory note and interest thereon shall at all times (including after any assignment of all or part of such interests pursuant to Section 9.04) be represented by one or more promissory notes in such form payable to the order of the payee named therein (or, if such promissory note is a registered note, to such payee and or its registered assigns).

Appears in 1 contract

Samples: Credit Agreement (Advantica Restaurant Group Inc)

Evidence of Debt; Repayment of Loans. (a) The Borrower hereby unconditionally promises to pay to (i) the Administrative Agent for the account of each Lender (i) Revolving Lender, the then unpaid principal amount of each Revolving Loan of such Revolving Lender on the Maturity Date and (ii) the Swingline Lender, the then unpaid principal amount of each Swingline Loan on the applicable earlier of the Maturity Date and the first date after such Swingline Maturity DateLoan is made that is the 15th or last day of a calendar month and is at least two Business Days after such Swingline Loan is made; provided that on each date that a Revolving Borrowing is made, Borrower shall repay all Swingline Loans that were outstanding on the date such Borrowing was requested. (b) Each Lender shall maintain in accordance with its usual practice an account or accounts evidencing the indebtedness of the Borrower to such Lender resulting from each Loan made by 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. (c) The Administrative Agent shall maintain accounts in which it will record (i) the amount of each Loan made hereunder, hereunder and the Class and Type thereof and, if a Eurodollar Revolving Loan, the Interest Period applicable thereto, ; (ii) the amount of any principal or interest due and payable or to become due and payable from the Borrower to each Lender hereunder hereunder; and (iii) the amount of any sum received by the Administrative Agent hereunder from for the Borrower or any Guarantor account of the Lenders and each Lender’s share thereof. (d) The Absent manifest error, the entries made in the accounts maintained pursuant to paragraphs (b) and (c) above shall be prima facie evidence of the existence and amounts of the obligations therein recorded; provided, however, provided that the failure of any Lender or the Administrative Agent to maintain such accounts or any error therein shall not in any manner affect the obligation obligations of the Borrower to repay the Loans in accordance with their terms. (e) Any Lender by written notice to Borrower (with a copy to the Administrative Agent) may request that Loans of any Class made by it be evidenced by a promissory note. In such event, each Borrower shall prepareprepare promptly (and, in all events, within five Business Days of receipt of such request), execute and deliver to such Lender a promissory note payable to the order of such Lender (or, if requested by such Lender, to such Lender and its registered assigns) and in the form attached hereto of Exhibit H-1, or H-2, as Exhibit H. the case may be. Thereafter, the Loans evidenced by such promissory note and interest thereon shall at all times (including after assignment pursuant to Section 9.0411.04) be represented by one or more promissory notes in such form payable to the order of the payee named therein (or, if such promissory note is a registered note, to such payee and its registered assigns).

Appears in 1 contract

Samples: Credit Agreement (BioScrip, Inc.)

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