Evidence of Debt. (a) Each Lender shall maintain in accordance with its usual practice an account or accounts evidencing the indebtedness of the Company to such Lender resulting from each Advance owing to such Lender from time to time, including the amounts of principal and interest payable and paid to such Lender from time to time hereunder in respect of Advances. The Company agrees that upon request of any Lender to the Company (with a copy of such notice to the Administrative Agent) that such Lender receive a Note to evidence (whether for purposes of pledge, enforcement or otherwise) the Advances owing to, or to be made by, such Lender, the Company shall promptly execute and deliver to such Lender a Note payable to such Lender in a principal amount up to the Commitment of such Lender. (b) The Register maintained by the Administrative Agent pursuant to Section 9.06(c) shall include a control account, and a subsidiary account for each Lender, in which accounts (taken together) shall be recorded (i) the date and amount of each Borrowing made hereunder, the Type of Advances comprising such Borrowing and, if appropriate, the Interest Period applicable thereto, (ii) the terms of each Assignment and Acceptance delivered to and accepted by it, (iii) the amount of any principal or interest due and payable or to become due and payable from the Company to each Lender hereunder and (iv) the amount of any sum received by the Administrative Agent from the Company hereunder and each Lender’s share thereof. (c) Entries made in good faith by the Administrative Agent in the Register pursuant to subsection (b) above, and by each Lender in its account or accounts pursuant to subsection (a) above, shall be prima facie evidence of the amount of principal and interest due and payable or to become due and payable from the Company to, in the case of the Register, each Lender and, in the case of such account or accounts, such Lender, under this Agreement, absent manifest error; provided, however, that the failure of the Administrative Agent or such Lender to make an entry, or any finding that an entry is incorrect, in the Register or such account or accounts shall not limit or otherwise affect the obligations of the Company under this Agreement.
Appears in 5 contracts
Samples: Credit Agreement (Honeywell International Inc), 364 Day Credit Agreement (Honeywell International Inc), 364 Day Credit Agreement (Honeywell International Inc)
Evidence of Debt. (a) Each Lender shall maintain in accordance with its usual practice an account or accounts evidencing the indebtedness of the Company Borrower to such Lender resulting from each Advance owing to Loan of such Lender from time to time, including the amounts of principal and interest payable and paid to such Lender from time to time hereunder in respect of Advances. The Company agrees that upon request of any Lender to the Company (with a copy of such notice to the Administrative Agent) that such Lender receive a Note to evidence (whether for purposes of pledge, enforcement or otherwise) the Advances owing to, or to be made by, such Lender, the Company shall promptly execute and deliver to such Lender a Note payable to such Lender in a principal amount up to the Commitment of such Lenderunder this Agreement.
(b) The Register maintained by the Administrative Agent shall maintain the Register pursuant to Section 9.06(c) shall include a control accountsubsection 11.6(d), and a subsidiary account subaccount therein for each Lender, in which accounts (taken together) shall be recorded (i) the date and amount of each Borrowing Loan made hereunder, the Type of Advances comprising such Borrowing and, if appropriate, the thereof and each Interest Period applicable thereto, (ii) the terms of each Assignment and Acceptance delivered to and accepted by it, (iii) the amount of any principal or interest due and payable or to become due and payable from the Company Borrower to each Lender hereunder and (iviii) both the amount of any sum received by the Administrative Agent hereunder from the Company hereunder Borrower and each Lender’s share thereof.
(c) Entries The entries made in good faith by the Administrative Agent in the Register and the accounts of each Lender maintained pursuant to subsection (b3.13(a) aboveshall, and to the extent permitted by each Lender in its account or accounts pursuant to subsection (a) aboveapplicable law, shall be prima facie evidence of the amount of principal existence and interest due and payable or to become due and payable from the Company to, in the case amounts of the Register, each Lender and, in obligations of the case of such account or accounts, such Lender, under this Agreement, absent manifest errorBorrower therein recorded; provided, however, that the failure of any Lender or the Administrative Agent to maintain the Register or any such Lender to make an entryaccount, or any finding that an entry is incorrecterror therein, in the Register or such account or accounts shall not limit or otherwise in any manner affect the obligations obligation of the Company under Borrower to repay (with applicable interest) the Loans made to the Borrower by such Lender in accordance with the terms of this Agreement.
(d) The Borrower agrees that, upon the request to the Administrative Agent by any Lender, the Borrower will execute and deliver to such Lender a promissory note of the Borrower evidencing the Loans of such Lender, substantially in the form of Exhibit A with appropriate insertions as to date and principal amount (a “Note”).
Appears in 5 contracts
Samples: Term Loan Credit Agreement (Boston Scientific Corp), Term Loan Credit Agreement (Boston Scientific Corp), Term Loan Credit Agreement (Boston Scientific Corp)
Evidence of Debt. (a) Each Lender shall maintain in accordance with its usual practice an account or accounts evidencing the indebtedness of the Company Borrower to such Lender resulting from each Advance owing to Loan of such Lender from time to time, including the amounts of principal and interest payable and paid to such Lender from time to time hereunder in respect of Advances. The Company agrees that upon request of any Lender to the Company (with a copy of such notice to the Administrative Agent) that such Lender receive a Note to evidence (whether for purposes of pledge, enforcement or otherwise) the Advances owing to, or to be made by, such Lender, the Company shall promptly execute and deliver to such Lender a Note payable to such Lender in a principal amount up to the Commitment of such Lenderunder this Agreement.
(b) The Register maintained by the Administrative Agent shall maintain the Register pursuant to Section 9.06(c) shall include a control accountsubsection 13.6(d), and a subsidiary account subaccount therein for each Lender, in which accounts (taken together) shall be recorded (i) in the date case of Revolving Credit Loans and Swingline Loans, the amount of each Borrowing Revolving Credit Loan or Swingline Loan made hereunder, the Type of Advances comprising such Borrowing and, if appropriate, the thereof and each Interest Period applicable thereto, (ii) in the terms case of Multicurrency Loans, the amount and currency of each Assignment Multicurrency Loans and Acceptance delivered to and accepted by iteach Interest Period applicable thereto, (iii) in the case of CAF Advances, the amount and currency of each CAF Advance made hereunder, the CAF Advance Maturity Date thereof, the interest rate applicable thereto and each CAF Advance Interest Payment Date applicable thereto, (iv) the amount of any principal or interest due and payable or to become due and payable from the Company Borrower to each Lender hereunder and (ivv) both the amount of any sum received by the Administrative Agent hereunder from the Company hereunder Borrower and each Lender’s 's share thereof.
(c) Entries The entries made in good faith by the Administrative Agent in the Register and the accounts of each Lender maintained pursuant to subsection (b3.13(a) aboveshall, and to the extent permitted by each Lender in its account or accounts pursuant to subsection (a) aboveapplicable law, shall be prima facie evidence of the amount of principal existence and interest due and payable or to become due and payable from the Company to, in the case amounts of the Register, each Lender and, in obligations of the case of such account or accounts, such Lender, under this Agreement, absent manifest errorBorrower therein recorded; provided, however, that the failure of any Lender or the Administrative Agent to maintain the Register or any such Lender to make an entryaccount, or any finding that an entry is incorrecterror therein, in the Register or such account or accounts shall not limit or otherwise in any manner affect the obligations obligation of the Company under Borrower to repay (with applicable interest) the Loans made to such Borrower by such Lender in accordance with the terms of this Agreement.
(d) The Borrower agrees that, upon the request to the Administrative Agent by any Lender, the Borrower will execute and deliver to such Lender a promissory note of the Borrower evidencing the Revolving Credit Loans of such Lender, substantially in the form of Exhibit A with appropriate insertions as to date and principal amount (a "Revolving Credit Note").
(e) The Borrower agrees that, upon the request to the Administrative Agent by any Lender, the Borrower will execute and deliver to such Lender a promissory note of the Borrower evidencing the CAF Advances of such Lender, substantially in the form of Exhibit B with appropriate insertions (a "CAF Advance Note").
Appears in 4 contracts
Samples: Revolving Credit Agreement (Boston Scientific Corp), Credit Agreement (Boston Scientific Corp), Credit Agreement (Boston Scientific Corp)
Evidence of Debt. (a) Each Lender shall maintain in accordance with its usual practice an account or accounts evidencing the indebtedness of the Company Borrower to such Lender resulting from each Advance owing to 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 hereunder in respect of Advances. The Company agrees that upon request of any Lender to the Company (with a copy of such notice to the Administrative Agent) that such Lender receive a Note to evidence (whether for purposes of pledge, enforcement or otherwise) the Advances owing to, or to be made by, such Lender, the Company shall promptly execute and deliver to such Lender a Note payable to such Lender in a principal amount up to the Commitment of such Lenderhereunder.
(b) The Register maintained by the Administrative Agent pursuant to Section 9.06(c) shall include a control account, and a subsidiary account for each Lender, also maintain accounts in which accounts (taken together) shall be recorded it will record (i) the date and amount of each Borrowing Loan made hereunder, the Type of Advances comprising such Borrowing and, if appropriate, the Interest Period applicable thereto, (ii) the terms of each Assignment and Acceptance delivered to and accepted by it, (iii) the amount of any principal or interest due and payable or to become due and payable from the Company Borrower to each Lender hereunder hereunder, and (iviii) the amount of any sum received by the Administrative Agent (or its Affiliate) hereunder from the Company hereunder Borrower and each Lender’s share thereof.
(c) Entries made in good faith by the Administrative Agent The entries maintained in the Register accounts maintained pursuant to subsection clauses (a) and (b) above, and by each Lender in its account or accounts pursuant to subsection (a) above, above shall be prima facie evidence of the amount of principal existence and interest due and payable or to become due and payable from the Company to, in the case amounts of the Register, each Lender and, in the case of such account or accounts, such Lender, under this Agreement, absent manifest errorobligations therein recorded; provided, however, provided that the failure of the Administrative Agent or any Lender to maintain such accounts or any error therein shall not in any manner affect the obligation of Borrower to repay such obligations in accordance with their terms. Borrower hereby designates Administrative Agent to serve as Borrower’s agent solely for purposes of maintaining the account maintained pursuant to clause (b) above, and Borrower hereby agrees that, to the extent Administrative Agent serves in such capacity, Administrative Agent and its officers, directors, employees, agents, sub-agents and affiliates shall constitute “Indemnitees”.
(d) No promissory note shall be required to evidence the Loans by Lenders to Borrower. Upon the request of a Lender, Borrower shall execute and deliver to such Lender a promissory note, which shall evidence the Loans to make an entry, or any finding that an entry is incorrect, Borrower by such Lender in the Register or addition to such account or accounts shall not limit or otherwise affect the obligations of the Company under this Agreementrecords.
Appears in 4 contracts
Samples: Loan Agreement (Asac Ii Lp), Loan Agreement (Asac Ii Lp), Loan Agreement (Asac Ii Lp)
Evidence of Debt. (a) Each Lender shall maintain in accordance with its usual practice an account or accounts evidencing the indebtedness Indebtedness of the Company Borrower to such Lender resulting from each Advance owing to made by such Lender from time to timehereunder, including the amounts of principal and interest payable and paid to such Lender lender from time to time hereunder in respect of Advances. The Company agrees that upon request of any Lender to the Company (with a copy of such notice to the Administrative Agent) that such Lender receive a Note to evidence (whether for purposes of pledge, enforcement or otherwise) the Advances owing to, or to be made by, such Lender, the Company shall promptly execute and deliver to such Lender a Note payable to such Lender in a principal amount up to the Commitment of such Lenderhereunder.
(b) The Register maintained by the Administrative Agent pursuant to Section 9.06(c) shall include a control account, maintain accounts and a subsidiary account for each Lender, records in which accounts (taken together) it shall be recorded record (i) the date and amount of each Borrowing Advance made hereunder, the Type type of Advances comprising such Borrowing Advance and, if appropriatein the cases of Eurodollar Rate Advances, the relevant Interest Period applicable thereto, (ii) the terms of each Assignment and Acceptance delivered to and accepted by it, (iii) the amount of any principal or interest due and payable or to become due and payable from the Company Borrower to each Lender hereunder hereunder, and (iviii) the amount of any sum received by the Administrative Agent from hereunder for the Company hereunder account of the Lenders and each Lender’s 's share thereof.
(c) Entries The entries made in good faith the accounts maintained pursuant to Sections 2.17(a) and (b) shall be conclusive evidence (absent manifest error) of the existence and amounts of the obligations recorded therein; provided that the failure of any Lender or the Administrative Agent to maintain such accounts or any error therein shall not in any manner affect the obligation of the Borrower to repay the Advances in accordance with the terms of this Agreement. In the event of a conflict between the records maintained by the Administrative Agent in and any Lender, the Register pursuant records maintained by the Lender shall govern. Any Lender may request that Loans made by it be evidenced by a Note. In such event, the Borrower shall prepare, execute and deliver to subsection (b) above, and by each such Lender in its account or accounts pursuant a Note payable to subsection (a) above, shall be prima facie evidence of the amount of principal and interest due and payable or to become due and payable from the Company to, in the case of the Register, each Lender and, in the case order of such account or accountsLender (or, if requested by such Lender, under this Agreementto such Lender and its registered assigns) and substantially in the form attached as Exhibit A hereto. Thereafter, absent manifest error; provided, however, that the failure Loans evidenced by such Note and interest thereon shall at all times (including after assignment pursuant to Section 8.07) be represented by one or more Notes in such form payable to the order of the Administrative Agent or payee named therein (or, if such Lender Note is a registered Note, to make an entry, or any finding that an entry is incorrect, in the Register or such account or accounts shall not limit or otherwise affect the obligations of the Company under this Agreementpayee and its registered assigns).
Appears in 4 contracts
Samples: Short Term Revolving Credit Agreement (Burlington Resources Inc), Short Term Revolving Credit Agreement (Burlington Resources Inc), Long Term Revolving Credit Agreement (Burlington Resources Inc)
Evidence of Debt. (aA) Each Lender shall maintain in accordance with its usual practice an account or accounts (a "LOAN ACCOUNT") evidencing the indebtedness of the Company Borrower to such Lender resulting from each Advance owing to such Lender from time to time, including the amounts of principal and interest payable and paid to such Lender from time to time hereunder in respect of Advances. The Company agrees that upon request of any Lender to the Company (with a copy of such notice to the Administrative Agent) that such Lender receive a Note to evidence (whether for purposes of pledge, enforcement or otherwise) the Advances owing to, or to be made by, such Lender, the Company shall promptly execute and deliver to such Lender a Note payable to such Lender in a principal amount up to the Commitment of such Lenderhereunder.
(bB) The Register maintained by the Administrative Agent pursuant to Section 9.06(c13.3(C) shall include a control account, and a subsidiary account for each Lender, in which accounts (taken together) shall be recorded (i) the date and the amount of each Borrowing Loan made hereunder, the Type of Advances comprising such Borrowing andthereof and the Interest Period, if appropriateany, the Interest Period applicable thereto, (ii) the terms of each Assignment and Acceptance delivered to and accepted by it, (iii) the amount of any principal or interest due and payable or to become due and payable from the Company Borrowers to each Lender hereunder hereunder, (iii) the effective date and amount of each Assignment Agreement delivered to and accepted by it and the parties thereto pursuant to Section 13.3, (iv) the amount of any sum received by the Administrative Agent from hereunder for the Company hereunder account of the Lenders and each Lender’s 's share thereof, and (v) all other appropriate debits and credits as provided in this Agreement, including, without limitation, all fees, charges, expenses and interest.
(cC) Entries The entries made in good faith by the Administrative Agent in Loan Account, the Register and the other accounts maintained pursuant to subsection subsections (bA) above, and by each Lender in its account or accounts pursuant to subsection (aB) above, of this Section shall be prima facie evidence of the amount of principal conclusive and interest due and payable or to become due and payable from the Company to, in the case of the Register, each Lender and, in the case of such account or accounts, such Lender, under this Agreementbinding for all purposes, absent manifest error, unless the applicable Borrower objects to information contained in the Loan Accounts, the Register or the other accounts within thirty (30) days of the applicable Borrower's receipt of such information; provided, however, provided that the failure of any Lender or the Administrative Agent or to maintain such Lender to make an entry, accounts or any finding that an entry is incorrect, in the Register or such account or accounts error therein shall not limit or otherwise in any manner affect the obligations obligation of the Company under Borrowers to repay the Loans in accordance with the terms of this Agreement.
(D) Any Lender may request that the Revolving Loans made by it each be evidenced by a promissory note in substantially the forms of Exhibit K to evidence such Lender's Revolving Loans. In such event, the applicable Borrower shall prepare, execute and deliver to such Lender a promissory note for such Loans payable to the order of such Lender and in a form approved by the Agent and consistent with the terms of this Agreement. Thereafter, the Loans evidenced by such promissory note and interest thereon shall at all times (including after assignment pursuant to Section 13.3) be represented by one or more promissory notes in such form payable to the order of the payee named therein.
Appears in 3 contracts
Samples: Credit Agreement (Schawk Inc), Credit Agreement (Schawk Inc), Credit Agreement (Schawk Inc)
Evidence of Debt. (a) Each Lender shall maintain in accordance with its usual practice an account or accounts appropriate records evidencing the indebtedness of the Company Borrower to such Lender resulting from each Advance owing to Loan of such Lender from time to time, including the amounts of principal and interest payable and paid to such Lender from time to time hereunder in respect of Advancessuch Loans. The Company agrees that upon request of any Lender to the Company (with a copy of such notice to the Administrative Agent) that such Lender receive a Note to evidence (whether for purposes of pledge, enforcement or otherwise) the Advances owing to, or to be made by, such Lender, the Company shall promptly execute and deliver to such Lender a Note payable to such Lender in a principal amount up to the Commitment of such Lender.
(b) The Register maintained by the Administrative Agent shall maintain the Register pursuant to Section 9.06(c) shall include a control account9.6(f), and a subsidiary account record therein for each Lender, in which accounts (taken together) shall be recorded (i) the date and amount of each Borrowing Loan made hereunderby such Lender, the Type of Advances comprising such Borrowing and, if appropriate, the interest rate applicable thereto and each Interest Period Payment Date applicable thereto, and (ii) the terms of each Assignment and Acceptance delivered to and accepted by it, (iii) the amount of any principal or interest due and payable or to become due and payable from the Company to each Lender hereunder and (iv) the amount of any sum received by the Administrative Agent hereunder from the Company hereunder and each Lender’s share thereof.
(c) Entries Borrower on account of such Loan. The entries made in good faith by the Administrative Agent in the Register and the records of each Lender maintained pursuant to subsection (b) abovethis Section 2.5 shall, and to the extent permitted by each Lender in its account or accounts pursuant to subsection (a) aboveapplicable law, shall be prima facie evidence of the amount of principal existence and interest due and payable or to become due and payable from the Company to, in the case amounts of the Register, each Lender and, in obligations of the case of such account or accounts, such Lender, under this Agreement, absent manifest errorBorrower therein recorded; provided, however, that the failure of any Lender or the Administrative Agent to maintain the Register or any such Lender to make an entryrecord, or any finding error therein, shall not in any manner affect the obligation of the Borrower to repay (with applicable interest) the Loans made by such Lender in accordance with the terms of this Agreement.
(b) At the request of any Lender (including the Swingline Lender) at any time, the Borrower agrees that an entry is incorrectit will execute and deliver to such Lender a Revolving Note evidencing the Revolving Loans of such Lender and, in the Register or such account or accounts shall not limit or otherwise affect the obligations case of the Company under this AgreementSwingline Lender only, a Swingline Note evidencing the Swingline Loans of the Swingline Lender, payable to the order of such Lender.
Appears in 3 contracts
Samples: Credit Agreement (Agl Resources Inc), Credit Agreement (Nicor Inc), Credit Agreement (Northern Illinois Gas Co /Il/ /New/)
Evidence of Debt. (a) Each Lender shall maintain in accordance with its usual practice an account or accounts appropriate records evidencing the indebtedness of the Company Borrower to such Lender resulting from each Advance owing to Loan of such Lender from time to time, including the amounts of principal and interest payable and paid to such Lender from time to time hereunder in respect of Advancessuch Loans. The Company agrees that upon request of any Lender to the Company (with a copy of such notice to the Administrative Agent) that such Lender receive a Note to evidence (whether for purposes of pledge, enforcement or otherwise) the Advances owing to, or to be made by, such Lender, the Company shall promptly execute and deliver to such Lender a Note payable to such Lender in a principal amount up to the Commitment of such Lender.
(b) The Register maintained by the Administrative Agent shall maintain the Register pursuant to Section 9.06(c) shall include a control account10.6(d), and a subsidiary account record therein for each Lender, in which accounts (taken together) shall be recorded (i) the date and amount of each Borrowing Loan made hereunderby such Lender, the Type of Advances comprising such Borrowing and, if appropriate, the interest rate applicable thereto and each Interest Period Payment Date applicable thereto, and (ii) the terms of each Assignment and Acceptance delivered to and accepted by it, (iii) the amount of any principal or interest due and payable or to become due and payable from the Company to each Lender hereunder and (iv) the amount of any sum received by the Administrative Agent hereunder from the Company hereunder and each Lender’s share thereof.
(c) Entries Borrower on account of such Loan. The entries made in good faith by the Administrative Agent in the Register and the records of each Lender maintained pursuant to subsection (b) abovethis Section 2.5 shall, and to the extent permitted by each Lender in its account or accounts pursuant to subsection (a) aboveapplicable law, shall be prima facie evidence of the amount of principal existence and interest due and payable or to become due and payable from the Company to, in the case amounts of the Register, each Lender and, in obligations of the case of such account or accounts, such Lender, under this Agreement, absent manifest errorBorrower therein recorded; provided, however, that the failure of any Lender or the Administrative Agent to maintain the Register or any such Lender to make an entryrecord, or any finding error therein, shall not in any manner affect the obligation of the Borrower to repay (with applicable interest) the Loans made by such Lender in accordance with the terms of this Agreement.
(b) At the request of any Lender (including the Swingline Lender) at any time, the Borrower agrees that an entry is incorrectit will execute and deliver to such Lender a Note evidencing the Revolving Loans of such Lender and, in the Register or such account or accounts shall not limit or otherwise affect the obligations case of the Company under this AgreementSwingline Lender only, a Note evidencing the Swingline Loans of the Swingline Lender, payable to the order of such Lender.
Appears in 3 contracts
Samples: Credit Agreement (Agl Resources Inc), Credit Agreement (Agl Resources Inc), Credit Agreement (Agl Resources Inc)
Evidence of Debt. (a) Each Lender shall maintain in accordance with its usual practice an account or accounts evidencing the indebtedness of the Company Borrower to such Lender resulting from each Advance owing to Term 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 hereunder in respect of Advances. The Company agrees that upon request of any Lender to the Company (with a copy of such notice to the Administrative Agent) that such Lender receive a Note to evidence (whether for purposes of pledge, enforcement or otherwise) the Advances owing to, or to be made by, such Lender, the Company shall promptly execute and deliver to such Lender a Note payable to such Lender in a principal amount up to the Commitment of such Lenderhereunder.
(b) The Register maintained by the Administrative Agent pursuant to Section 9.06(c) shall include a control account, and a subsidiary account for each Lender, maintain accounts in which accounts (taken together) it shall be recorded record (i) the date and amount of each Borrowing Term Loan made hereunder, the Type of Advances comprising such Borrowing and, if appropriate, hereunder and the Interest Period applicable thereto, (ii) the terms of each Assignment and Acceptance delivered to and accepted by it, (iii) the amount of any principal or interest due and payable or to become due and payable from the Company Borrower to each Lender hereunder and (iviii) the amount of any sum received by the Administrative Agent from hereunder for the Company hereunder account of the Lenders and each Lender’s share thereof.
(c) Entries The entries made in good faith by the Administrative Agent in the Register accounts maintained pursuant to subsection paragraph (a) or (b) above, and by each Lender in its account or accounts pursuant to subsection (a) above, of this Section shall be prima facie evidence of the amount of principal existence and interest due and payable or to become due and payable from the Company to, in the case amounts of the Register, each Lender and, in the case of such account or accounts, such Lender, under this Agreement, absent manifest errorobligations recorded therein; provided, however, provided that the failure of any Lender or the Administrative Agent or to maintain such Lender to make an entry, accounts or any finding that an entry is incorrect, in the Register or such account or accounts error therein shall not limit or otherwise in any manner affect the obligations obligation of the Company under Borrower to repay the Term Loans in accordance with the terms of this Agreement.
(d) Any Lender may request that Term Loans made by it be evidenced by a promissory note. In such event, 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 approved by the Administrative Agent. Thereafter, the Term Loans evidenced by such promissory note and interest thereon shall at all times (including after assignment pursuant to Section 10.4) 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 3 contracts
Samples: Credit Agreement (Nord Resources Corp), Credit Agreement (Nord Resources Corp), Credit Agreement (Nord Resources Corp)
Evidence of Debt. (a) Each Lender shall maintain in accordance with its usual practice an account or accounts evidencing the indebtedness of the Company Borrower to such Lender resulting from each Advance owing to 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 hereunder in respect of Advances. The Company agrees that upon request of any Lender to the Company (with a copy of such notice to the Administrative Agent) that such Lender receive a Note to evidence (whether for purposes of pledge, enforcement or otherwise) the Advances owing to, or to be made by, such Lender, the Company shall promptly execute and deliver to such Lender a Note payable to such Lender in a principal amount up to the Commitment of such Lendertime.
(b) The Register maintained by the Administrative Agent pursuant to Section 9.06(c) shall include a control account, and a subsidiary account for each Lender, maintain accounts in which accounts (taken together) it shall be recorded record (i) the date and amount of each Borrowing Loan made hereunder, the Type of Advances comprising such Borrowing and, if appropriate, the type thereof and each Interest Period (if any) applicable thereto, (ii) the terms of each Assignment and Acceptance delivered to and accepted by it, (iii) the amount of any principal or interest due and payable or to become due and payable from the Company Borrower to each Lender hereunder and (iviii) the amount of any sum received by the Administrative Agent from hereunder for the Company hereunder account of the Lenders and each Lender’s share thereof.
(c) Entries The entries made in good faith by the Administrative Agent in the Register accounts maintained pursuant to subsection subsections (a) and (b) above, and by each Lender in its account or accounts pursuant to subsection (a) above, of this Section shall be prima facie evidence of the amount of principal existence and interest due and payable or to become due and payable from the Company to, in the case amounts of the Registerobligations recorded therein; provided that any failure by any Lender or the Administrative Agent to maintain such accounts or any error therein shall not affect the Borrower’s obligation to repay the Loans in accordance with the terms of this Agreement.
(d) Any Lender may request that Loans made by it be evidenced by one or more promissory notes. In such event, each the Borrower shall prepare, execute and deliver to such Lender and, in a promissory note(s) payable to the case order of such account or accountsLender (or, if requested by such Lender, under this Agreementto such Lender and its registered assigns) and in a form approved by the Administrative Agent. Thereafter, absent manifest error; provided, however, that the failure Loans evidenced by such promissory note(s) 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 Administrative Agent or payee named therein (or, if such Lender promissory note is a registered note, to make an entry, or any finding that an entry is incorrect, in the Register or such account or accounts shall not limit or otherwise affect the obligations of the Company under this Agreementpayee and its registered assigns).
Appears in 3 contracts
Samples: Credit Agreement (United States Steel Corp), Credit Agreement (United States Steel Corp), Credit Agreement (United States Steel Corp)
Evidence of Debt. (a) Each Lender shall maintain in accordance with its usual practice an account or accounts evidencing the indebtedness of the Company Borrower to such Lender resulting from each Advance owing to such Lender from time to time, including the amounts of principal and interest payable and paid to such Lender from time to time hereunder in respect of Advances. The Company agrees that upon request of any Lender to the Company (with a copy of such notice to the Administrative Agent) that such Lender receive a Note to evidence (whether for purposes of pledge, enforcement or otherwise) the Advances owing to, or to be made by, such Lender, the Company shall promptly execute and deliver to such Lender a Note payable to such Lender in a principal amount up to the Commitment of such Lenderhereunder.
(b) The Register maintained by the Administrative Agent pursuant to Section 9.06(c) shall include a control account, and a subsidiary account for each Lender, also maintain accounts in which accounts (taken together) shall be recorded it will record (i) the date and amount of each Borrowing Advance made hereunder, the Type of Advances comprising such Borrowing and, if appropriate, the Interest Period applicable thereto, (ii) the terms of each Assignment and Acceptance delivered to and accepted by it, (iii) the amount of any principal or interest due and payable or to become due and payable from the Company Borrower to each Lender hereunder hereunder, and (iviii) the amount of any sum received by the Administrative Agent hereunder from the Company hereunder Borrower and each Lender’s share Applicable Percentage thereof.
(c) Entries made in good faith by the Administrative Agent The entries maintained in the Register accounts maintained pursuant to subsection (b) above, and by each Lender in its account or accounts pursuant to subsection Subsection (a) above, above shall be prima facie evidence of the amount of principal existence and interest due and payable or to become due and payable from the Company to, in the case amounts of the Register, each Lender and, in the case of such account or accounts, such Lender, under this Agreement, absent manifest errorobligations therein recorded; provided, however, provided that the failure of the Administrative Agent or any Lender to maintain such accounts or any error therein shall not in any manner affect the obligation of Borrower to repay such obligations in accordance with their terms.
(d) No promissory note shall be required to evidence the Advances by Lenders to Borrower. Upon the request of a Lender, Borrower shall prepare, execute and deliver to such Lender a promissory note, payable to make an entrysuch Lender and its registered assigns and in a form approved by such Lender, which shall evidence the Advances to Borrower by such Lender in addition to such records. Thereafter, the Advances evidenced by such promissory note and interest thereon shall at all times be represented by one or any finding that an entry is incorrect, more promissory notes in such form payable to the Register or such account or accounts shall not limit or otherwise affect the obligations of the Company under this Agreementpayee named therein and its registered assigns.
Appears in 3 contracts
Samples: Margin Loan Agreement (HNA Tourism Group Co., Ltd.), Margin Loan Agreement (HNA Group Co., Ltd.), Margin Loan Agreement (HNA Tourism Group Co., Ltd.)
Evidence of Debt. (a) Each Lender The Loans made pursuant to this §15 shall maintain in accordance with its usual practice an account be evidenced by one or more accounts evidencing the indebtedness of the Company to such Lender resulting from each Advance owing to such Lender from time to time, including the amounts of principal and interest payable and paid to such Lender from time to time hereunder in respect of Advances. The Company agrees that upon request of any Lender to the Company (with a copy of such notice to the Administrative Agent) that such Lender receive a Note to evidence (whether for purposes of pledge, enforcement or otherwise) the Advances owing to, or to be made by, such Lender, the Company shall promptly execute and deliver to such Lender a Note payable to such Lender in a principal amount up to the Commitment of such Lender.
(b) The Register records maintained by the Administrative Agent pursuant to Section 9.06(c) shall include a control account, applicable Lender and a subsidiary account for each Lender, in which accounts (taken together) shall be recorded (i) the date and amount of each Borrowing made hereunder, the Type of Advances comprising such Borrowing and, if appropriate, the Interest Period applicable thereto, (ii) the terms of each Assignment and Acceptance delivered to and accepted by it, (iii) the amount of any principal or interest due and payable or to become due and payable from the Company to each Lender hereunder and (iv) the amount of any sum received by the Administrative Agent from the Company hereunder and each Lender’s share thereof.
(c) Entries made in good faith by the Administrative Agent in the Register pursuant to subsection (b) above, ordinary course of business. The accounts or records maintained by the Administrative Agent and by each such Lender in its account or accounts pursuant to subsection (a) above, shall be prima facie evidence conclusive absent manifest error of the amount of principal the Loans made pursuant to this §15 by the applicable Lenders to the Borrower and the interest due and payable payments thereon. Any failure to so record or any error in doing so shall not, however, limit or otherwise affect the obligation of the Borrower hereunder to become due pay any amount owing with respect to the Obligations. In the event of any conflict between the accounts and payable from records maintained by any applicable Lender and the Company toaccounts and records of the Administrative Agent in respect of such matters, the accounts and records of the Administrative Agent shall control in the absence of manifest error. In addition to such accounts or records, upon request of any applicable Lender, the Borrower shall execute and deliver to such Lender, in the case of the Registerany new Tranche, each Lender a new Note for such Tranche and, in the case of an increase to an existing Tranche, an amended Note as applicable for the corresponding Tranche in the form of the appropriate Note then held by such account or accountsLender (the “Current Note”), in a principal amount equal to such Lender’s Commitment Percentage of the applicable Tranche as increased pursuant to this §15 or, if less, the outstanding amount of all loans made by such Person in respect of such Tranche, plus interest accrued thereon at the applicable rate. Within five (5) days of the receipt of the amended Note, such Lender, under this Agreement, absent manifest error; provided, however, that Lender shall deliver to the failure of Borrower the Administrative Agent or such Lender to make an entry, or any finding that an entry is incorrect, in the Register or such account or accounts shall not limit or otherwise affect the obligations of the Company under this AgreementCurrent Note marked “substituted.”
Appears in 3 contracts
Samples: Revolving Credit and Term Loan Agreement (Emmis Communications Corp), Revolving Credit and Term Loan Agreement (Emmis Communications Corp), Revolving Credit and Term Loan Agreement (Emmis Communications Corp)
Evidence of Debt. (a) Each Lender shall maintain in accordance with its usual practice an account or accounts evidencing the indebtedness of the Company Borrower to such Lender resulting from each Advance owing to Loan held by such Lender from time to timeLender, including the amounts of principal and interest (including, without limitation, any PIK Interest Amount) payable and paid to such Lender from time to time hereunder in respect of Advances. The Company agrees that upon request of any Lender to the Company (with a copy of such notice to the Administrative Agent) that such Lender receive a Note to evidence (whether for purposes of pledge, enforcement or otherwise) the Advances owing to, or to be made by, such Lender, the Company shall promptly execute and deliver to such Lender a Note payable to such Lender in a principal amount up to the Commitment of such Lenderhereunder.
(b) The Register maintained by the Administrative Agent pursuant to Section 9.06(c) shall include a control account, and a subsidiary account for each Lender, maintain accounts in which accounts (taken together) it shall be recorded record (i) the date and amount of each Borrowing made Loan outstanding hereunder, the Type of Advances comprising such Borrowing and, if appropriate, thereof and the Interest Period applicable thereto, (ii) the terms of each Assignment and Acceptance delivered to and accepted by it, (iii) the amount of any principal or interest (including, without limitation, any PIK Interest Amount) due and payable or to become due and payable from the Company Borrower to each Lender hereunder and (iviii) the amount of any sum received by the Administrative Agent from hereunder for the Company hereunder account of the Lenders and each Lender’s share thereof.
(c) Entries The entries made in good faith by the Administrative Agent in the Register accounts maintained pursuant to subsection paragraph (a) or (b) above, and by each Lender in its account or accounts pursuant to subsection (a) above, of this Section shall be prima facie conclusive evidence of the amount of principal existence and interest due and payable or to become due and payable from the Company to, in the case amounts of the Register, each Lender and, in the case of such account or accounts, such Lender, under this Agreementobligations recorded therein, absent manifest demonstrable error; provided, however, provided that the failure of any Lender or the Administrative Agent or to maintain such Lender to make an entry, accounts or any finding that an entry is incorrect, in the Register or such account or accounts error therein shall not limit or otherwise in any manner affect the obligations obligation of the Company under Borrower to repay the Loans in accordance with the terms of this Agreement.
(d) Any Lender may request that Loans held by it be evidenced by a promissory note. In such event, the Borrower shall prepare, execute and deliver to such Lender a promissory note payable to such Lender (or, if requested by such Lender, to such Lender and its registered assigns) and in a form reasonably satisfactory to the Administrative Agent and the Borrower; provided that, in order for any such promissory note to be delivered on the Closing Date, the request therefor shall be delivered no later than two Business Days prior to the Closing Date. Such promissory note shall state that it is subject to the provisions of this Agreement. 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.
Appears in 3 contracts
Samples: Loan Agreement (Supermedia Inc.), Loan Agreement (Dex Media, Inc.), Loan Agreement (Supermedia Inc.)
Evidence of Debt. (a) Each Lender Bank shall maintain in accordance with its usual practice an account or accounts evidencing the indebtedness of the Company Borrowers and any Additional Borrower to such Lender Bank resulting from each Advance owing to the Loans of such Lender Bank from time to time, including the Class thereof and the amounts of principal and interest payable and paid to such Lender Bank from time to time hereunder in respect of Advances. The Company agrees that upon request of any Lender to the Company (with a copy of such notice to the Administrative Agent) that such Lender receive a Note to evidence (whether for purposes of pledge, enforcement or otherwise) the Advances owing to, or to be made by, such Lender, the Company shall promptly execute and deliver to such Lender a Note payable to such Lender in a principal amount up to the Commitment of such Lenderunder this Agreement.
(b) The Register maintained by the Administrative Agent shall maintain the Register pursuant to Section 9.06(c) shall include a control accountsubsection 9.6(g), and a subsidiary account subaccount therein for each LenderBank, in which accounts (taken together) shall be recorded (i) the date and amount of each Borrowing Loan made hereunder, the Type of Advances comprising such Borrowing and, if appropriate, the hereunder and each Interest Period applicable thereto, (ii) the terms of each Assignment and Acceptance delivered to and accepted by it, (iii) the amount of any principal or interest due and payable or to become due and payable from the Company Borrowers and any Additional Borrower to each Lender Bank hereunder and (iviii) both the amount of any sum received by the Administrative Agent hereunder from the Company hereunder Borrowers and any Additional Borrower and each LenderBank’s share thereof.
(c) Entries The entries made in good faith by the Administrative Agent in the Register and the accounts of each Bank maintained pursuant to subsection (b2.5(b) aboveshall, and to the extent permitted by each Lender in its account or accounts pursuant to subsection (a) aboveapplicable law, shall be prima facie evidence of the amount of principal existence and interest due and payable or to become due and payable from the Company to, in the case amounts of the Register, each Lender and, in obligations of the case of such account or accounts, such Lender, under this Agreement, absent manifest errorBorrowers and any Additional Borrower therein recorded; provided, however, that the failure of any Bank or the Administrative Agent to maintain the Register or any such Lender to make an entryaccount, or any finding that an entry is incorrecterror therein, shall not in any manner affect the Register obligation of the Borrowers or any Additional Borrower to repay (with applicable interest) any Loans made to the Borrowers or such account or accounts shall not limit or otherwise affect Additional Borrower by such Bank in accordance with the obligations terms of the Company under this Agreement.
(d) Each Borrower and each Additional Borrower agrees that, upon the request to the Administrative Agent by any Bank, such Borrower or such Additional Borrower will execute and deliver to such Bank a single Note of such Borrower or such Additional Borrower, as the case may be, evidencing the Loans of each Class of such Bank.
Appears in 3 contracts
Samples: Credit Agreement (Allegion PLC), Credit Agreement (Allegion PLC), Credit Agreement (Allegion PLC)
Evidence of Debt. (aA) Each Lender shall maintain in accordance with its usual practice an account or accounts (a “Loan Account”) evidencing the indebtedness of the Company Borrowers to such Lender resulting from each Advance owing to such Lender from time to time, including the amounts of principal and interest payable and paid to such Lender from time to time hereunder in respect of Advances. The Company agrees that upon request of any Lender to the Company (with a copy of such notice to the Administrative Agent) that such Lender receive a Note to evidence (whether for purposes of pledge, enforcement or otherwise) the Advances owing to, or to be made by, such Lender, the Company shall promptly execute and deliver to such Lender a Note payable to such Lender in a principal amount up to the Commitment of such Lenderhereunder.
(bB) The Register maintained by the Administrative Agent pursuant to Section 9.06(c13.3(C) shall include a control account, and a subsidiary account for each Lender, in which accounts (taken together) shall be recorded (i) the date and the amount of each Borrowing Loan made hereunder, the Type of Advances comprising such Borrowing andthereof and the Interest Period, if appropriateany, the Interest Period applicable thereto, (ii) the terms of each Assignment and Acceptance delivered to and accepted by it, (iii) the amount of any principal or interest due and payable or to become due and payable from the Company Borrowers to each Lender hereunder hereunder, (iii) the effective date and amount of each Assignment Agreement delivered to and accepted by it and the parties thereto pursuant to Section 13.3, (iv) the amount of any sum received by the Administrative Agent from hereunder for the Company hereunder account of the Lenders and each Lender’s share thereof, and (v) all other appropriate debits and credits as provided in this Agreement, including, without limitation, all fees, charges, expenses and interest.
(cC) Entries The entries made in good faith by the Administrative Agent in Loan Account, the Register and the other accounts maintained pursuant to subsection subsections (bA) above, and by each Lender in its account or accounts pursuant to subsection (aB) above, of this Section shall be prima facie evidence of the amount of principal conclusive and interest due and payable or to become due and payable from the Company to, in the case of the Register, each Lender and, in the case of such account or accounts, such Lender, under this Agreementbinding for all purposes, absent manifest error, unless the applicable Borrower objects to information contained in the Loan Accounts, the Register or the other accounts within thirty (30) days of the applicable Borrower’s receipt of such information; provided, however, provided that the failure of any Lender or the Administrative Agent or to maintain such Lender to make an entry, accounts or any finding that an entry is incorrect, in the Register or such account or accounts error therein shall not limit or otherwise in any manner affect the obligations obligation of the Company under Borrowers to repay the Loans in accordance with the terms of this Agreement.
(D) Any Lender may request that the Revolving Loans made by it each be evidenced by a promissory note in substantially the forms of Exhibit K to evidence such Lender’s Revolving Loans. In such event, each applicable Borrower shall prepare, execute and deliver to such Lender a promissory note for such Loans payable to the order of such Lender and in a form approved by the Agent and consistent with the terms of this Agreement. Thereafter, the Loans evidenced by such promissory note and interest thereon shall at all times (including after assignment pursuant to Section 13.3) be represented by one or more promissory notes in such form payable to the order of the payee named therein.
Appears in 2 contracts
Samples: Credit Agreement (Schawk Inc), Credit Agreement (Schawk Inc)
Evidence of Debt. (a) Each Lender Bank shall maintain in accordance with its usual practice an account or accounts evidencing the indebtedness of the Company Borrower and any Additional Borrower to such Lender Bank resulting from each Advance owing to the Loans of such Lender Bank from time to time, including the amounts of principal and interest payable and paid to such Lender Bank from time to time hereunder in respect of Advances. The Company agrees that upon request of any Lender to the Company (with a copy of such notice to the Administrative Agent) that such Lender receive a Note to evidence (whether for purposes of pledge, enforcement or otherwise) the Advances owing to, or to be made by, such Lender, the Company shall promptly execute and deliver to such Lender a Note payable to such Lender in a principal amount up to the Commitment of such Lenderunder this Agreement.
(b) The Register maintained by the Administrative Agent shall maintain the Register pursuant to Section 9.06(c) shall include a control accountsubsection 9.6(g), and a subsidiary account subaccount therein for each LenderBank, in which accounts (taken together) shall be recorded (i) the date and amount of each Borrowing Loan made hereunder, the Type of Advances comprising such Borrowing and, if appropriate, the hereunder and each Interest Period applicable thereto, (ii) the terms of each Assignment and Acceptance delivered to and accepted by it, (iii) the amount of any principal or interest due and payable or to become due and payable from the Company Borrower and any Additional Borrower to each Lender Bank hereunder and (iviii) both the amount of any sum received by the Administrative Agent hereunder from the Company hereunder Borrower and any Additional Borrower and each LenderBank’s share thereof.
(c) Entries The entries made in good faith by the Administrative Agent in the Register and the accounts of each Bank maintained pursuant to subsection (b2.5(b) aboveshall, and to the extent permitted by each Lender in its account or accounts pursuant to subsection (a) aboveapplicable law, shall be prima facie evidence of the amount of principal existence and interest due and payable or to become due and payable from the Company to, in the case amounts of the Register, each Lender and, in obligations of the case of such account or accounts, such Lender, under this Agreement, absent manifest errorBorrower and any Additional Borrower therein recorded; provided, however, that the failure of any Bank or the Administrative Agent to maintain the Register or any such Lender to make an entryaccount, or any finding that an entry is incorrecterror therein, shall not in any manner affect the Register obligation of the Borrower or any Additional Borrower to repay (with applicable interest) any Loans made to the Borrower or such account or accounts shall not limit or otherwise affect Additional Borrower by such Bank in accordance with the obligations terms of the Company under this Agreement.
(d) The Borrower and each Additional Borrower agree that, upon the request to the Administrative Agent by any Bank, the Borrower or such Additional Borrower will execute and deliver to such Bank a single Note of the Borrower or such Additional Borrower, as the case may be, evidencing any Loans of such Bank.
Appears in 2 contracts
Samples: Credit Agreement (Ingersoll-Rand PLC), Credit Agreement (Ingersoll-Rand PLC)
Evidence of Debt. (a) Each Lender shall maintain in accordance with its usual practice an account or accounts evidencing the indebtedness of the Company each Borrower to such Lender resulting from each Revolving Advance owing made by such Lender to such Lender from time to timeBorrower, including the amounts of principal and interest payable and paid to such Lender from time to time hereunder in respect of Advances. The Company agrees that upon request of any Lender to the Company (with a copy of such notice to the Administrative Agent) that such Lender receive a Note to evidence (whether for purposes of pledge, enforcement or otherwise) the Advances owing to, or to be made by, such Lender, the Company shall promptly execute and deliver to such Lender a Note payable to such Lender in a principal amount up to the Commitment of such Lenderhereunder.
(b) The Register maintained by the Administrative Agent pursuant to Section 9.06(c) shall include a control account, and a subsidiary account for each Lender, maintain accounts in which accounts (taken together) it shall be recorded record (i) the date and amount of each Borrowing Revolving Advance made to each Borrower hereunder, the Interest Type of Advances comprising such Borrowing and, if appropriate, thereof and the Interest Period applicable thereto, (ii) the terms of each Assignment and Acceptance delivered to and accepted by it, (iii) the amount of any principal or interest due and payable or to become due and payable from the Company such Borrower to each Lender hereunder and (iviii) the amount of any sum received by the Administrative Agent from hereunder for the Company hereunder account of the Lenders and each Lender’s share thereof.
(c) Entries The entries made in good faith by the Administrative Agent in the Register accounts maintained pursuant to subsection paragraph (a) or (b) above, and by each Lender in its account or accounts pursuant to subsection (a) above, of this Section shall be prima facie evidence of the amount of principal existence and interest due and payable or to become due and payable from the Company to, in the case amounts of the Register, each Lender and, in the case of such account or accounts, such Lender, under this Agreement, absent manifest errorobligations recorded therein; provided, however, provided that the failure of any Lender or the Administrative Agent or to maintain such Lender to make an entry, accounts or any finding that an entry is incorrect, in the Register or such account or accounts error therein shall not limit or otherwise in any manner affect the obligations obligation of the Company under relevant Borrower to repay the Revolving Advances in accordance with the terms of this Agreement.
(d) Upon the request of any Lender made through the Administrative Agent, each Borrower shall execute and deliver to such Lender (through the Administrative Agent) a Revolving Note, which shall evidence such Lender’s Revolving Advances in addition to such accounts maintained pursuant to paragraph (a) or (b) of this Section. Each Lender may attach schedules to its Revolving Note and endorse thereon the date, Interest Type (if applicable), amount and maturity of its Revolving Advances and payments with respect thereto.
Appears in 2 contracts
Samples: Revolving Loan and Letter of Credit Facility Agreement (Fluor Corp), Revolving Loan and Letter of Credit Facility Agreement (Fluor Corp)
Evidence of Debt. (a) Each Lender shall maintain in accordance with its usual practice an account or accounts (a "Loan Account") evidencing the indebtedness of the Company to such Lender resulting from each Advance Borrowers owing to such Lender hereunder from time to time, including the amounts of principal and interest payable and paid to such Lender from time to time hereunder in respect of Advances. The Company agrees that upon request of any Lender to the Company (with a copy of such notice to the Administrative Agent) that such Lender receive a Note to evidence (whether for purposes of pledge, enforcement or otherwise) the Advances owing to, or to be made by, such Lender, the Company shall promptly execute and deliver to such Lender a Note payable to such Lender in a principal amount up to the Commitment of such Lenderhereunder.
(b) The Register maintained by the Administrative Agent pursuant to Section 9.06(c14.3(c) shall include a control account, and a subsidiary account for each Lender, in which accounts (taken together) shall be recorded reflect (i) the date and the amount of each Borrowing Loan made hereunder, the Type of Advances comprising such Borrowing andthereof and the Interest Period, if appropriateany, the Interest Period applicable thereto, (ii) the terms of each Assignment amount and Acceptance delivered to and accepted by it, (iii) the amount currency of any principal or interest due and payable or to become due and payable from the Company Borrowers to each Lender hereunder hereunder, (iii) the effective date and amount of each Assignment Agreement delivered to and accepted by it and the parties thereto pursuant to Section 14.3, (iv) the amount of any sum received by the Administrative Agent from hereunder for the Company hereunder account of the Lenders and each Lender’s 's share thereof, and (v) all other appropriate debits and credits as provided in this Agreement, including, without limitation, all fees, charges, expenses and interest.
(c) Entries The entries made in good faith by the Administrative Agent in Loan Account, the Register and the other accounts maintained pursuant to subsection subsections (a) or (b) above, and by each Lender in its account or accounts pursuant to subsection (a) above, of this Section shall be prima facie evidence of the amount of principal and interest due and payable or to become due and payable from the Company to, in the case of the Register, each Lender and, in the case of such account or accounts, such Lender, under this Agreementpresumptively correct for all purposes, absent manifest error; provided, however, provided that the failure of any Lender or the Administrative Agent or to maintain such Lender to make an entry, accounts or any finding that an entry is incorrect, in the Register or such account or accounts error therein shall not limit or otherwise in any manner affect the obligations obligation of the Company under Borrowers to repay the Obligations in accordance with the terms of this Agreement.
(d) Any Lender may request that the Tranche A Revolving Loans, the Tranche B Revolving Loans, the Tranche C Revolving Loans, the Tranche D Revolving Loans or the Term Loans made by it each be evidenced by a promissory note in substantially the forms of Exhibit I-1, Exhibit I-2, Exhibit I-3, Exhibit I-4 or Exhibit I-5, respectively, to evidence such Lender's Tranche A Revolving Loans, Tranche B Revolving Loans, Tranche C Revolving Loans, Tranche D Revolving Loans or Term Loans, as applicable. In such event, the applicable Borrower shall promptly prepare, execute and deliver to such Lender a promissory note for such Loans payable to the order of such Lender and in a form approved by the Administrative Agent and consistent with the terms of this Agreement. Thereafter, the Loans evidenced by such promissory note and interest thereon shall at all times (including after assignment pursuant to Section 14.3) be represented by one or more promissory notes in such form payable to the order of the payee named therein.
Appears in 2 contracts
Samples: Credit Agreement (Trimble Navigation LTD /Ca/), Credit Agreement (Trimble Navigation LTD /Ca/)
Evidence of Debt. (ai) Each Lender shall may maintain in accordance with its usual practice an account or accounts evidencing the indebtedness Indebtedness of the Company Borrower to such Lender resulting from each Advance owing to the Loans 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 hereunder hereunder. In the case of a Lender that does not request execution and delivery of a Note evidencing the Loans made by such Lender to the Borrower, such account or accounts shall, to the extent not inconsistent with the notations made by the Administrative Agent in respect of Advances. The Company agrees the Register, be conclusive and binding on the Borrower absent manifest error; provided that upon request the failure of any Lender to maintain such account or accounts or any error in any such account shall not limit or otherwise affect any obligations of the Company Borrower.
(with a copy of such notice ii) The Borrower agrees that, upon the request to the Administrative Agent) that such Lender receive a Note to evidence (whether for purposes of pledge, enforcement or otherwise) the Advances owing to, or to be made by, such Agent by any Lender, the Company shall Borrower will promptly execute and deliver to such Lender a Note promissory note (a “Note”) substantially in the form of Exhibit B payable to such Lender in a an amount equal to such Lender’s Loan evidencing the Loans made by such Lender. The Borrower hereby irrevocably authorizes each Lender to make (or cause to be made) appropriate notations on the grid attached to such Lender’s Notes (or on any continuation of such grid) with respect to each payment or prepayment of, and each addition of Accrued Interest to, the principal of the Loans evidenced thereby, which notations, if made, shall evidence, inter alia, the date of, the outstanding principal amount up of, and the interest rate applicable to the Commitment of such Lender.
(b) The Register maintained by the Administrative Agent pursuant to Section 9.06(c) shall include a control account, and a subsidiary account for each Lender, in which accounts (taken together) shall be recorded Loans evidenced thereby; provided that (i) notwithstanding any such notation or the date and absence thereof, as set forth in Section 2.07(f), the Agent’s determination of the principal amount of each Borrowing made hereunder, the Type of Advances comprising such Borrowing and, if appropriate, the Interest Period applicable thereto, Loans outstanding at any time shall be conclusive and binding on all parties absent manifest error; and (ii) the terms of each Assignment and Acceptance delivered to and accepted by it, (iii) the amount failure of any principal or interest due and payable or to become due and payable from the Company to each Lender hereunder and (iv) the amount of any sum received by the Administrative Agent from the Company hereunder and each Lender’s share thereof.
(c) Entries made in good faith by the Administrative Agent in the Register pursuant to subsection (b) above, and by each Lender in its account or accounts pursuant to subsection (a) above, shall be prima facie evidence of the amount of principal and interest due and payable or to become due and payable from the Company to, in the case of the Register, each Lender and, in the case of such account or accounts, such Lender, under this Agreement, absent manifest error; provided, however, that the failure of the Administrative Agent or such Lender to make an entry, any such notations or any finding that an entry is incorrect, error in the Register or any such account or accounts notations shall not limit or otherwise affect the any obligations of the Company under this AgreementBorrower. A Note and the obligation evidenced thereby may be assigned or otherwise transferred in whole or in part only in accordance with Section 10.04(b).
Appears in 2 contracts
Samples: Credit Agreement (Fuelcell Energy Inc), Credit Agreement (Fuelcell Energy Inc)
Evidence of Debt. (a) Each Lender shall maintain in accordance with its usual practice an account or accounts evidencing the indebtedness of the Company Borrower to such Lender resulting from each Advance owing to 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 hereunder in respect of Advances. The Company agrees that upon request of any Lender to the Company (with a copy of such notice to the Administrative Agent) that such Lender receive a Note to evidence (whether for purposes of pledge, enforcement or otherwise) the Advances owing to, or to be made by, such Lender, the Company shall promptly execute and deliver to such Lender a Note payable to such Lender in a principal amount up to the Commitment of such Lenderhereunder.
(b) The Register maintained by the Administrative Agent pursuant to Section 9.06(c) shall include a control account, and a subsidiary account for each Lender, also maintain accounts in which accounts (taken together) shall be recorded it will record: (i) the date and amount of each Borrowing Loan made hereunder, the Type of Advances comprising such Borrowing and, if appropriate, the Interest Period applicable thereto, ; (ii) the terms of each Assignment and Acceptance delivered to and accepted by it, (iii) the amount of any principal or interest due and payable or to become due and payable from the Company Borrower to each Lender hereunder hereunder; and (iviii) the amount of any sum received by the Administrative Agent hereunder from the Company hereunder Borrower and each Lender’s share thereof.
(c) Entries made in good faith by the Administrative Agent The entries maintained in the Register accounts maintained pursuant to subsection clauses (a) and (b) above, and by each Lender in its account or accounts pursuant to subsection (a) above, above shall be prima facie evidence of the amount of principal existence and interest due and payable or to become due and payable from the Company to, in the case amounts of the Register, each Lender and, in the case of such account or accounts, such Lender, under this Agreement, absent manifest errorobligations therein recorded; provided, however, that the failure of the Administrative Agent or any Lender to maintain such accounts or any error therein shall not in any manner affect the obligation of Borrower to repay such obligations in accordance with their terms. Borrower hereby designates Administrative Agent to serve as Borrower’s agent solely for purposes of maintaining the account maintained pursuant to clause (b) above, and Borrower hereby agrees that, to the extent Administrative Agent serves in such capacity, Administrative Agent and its officers, directors, employees, agents, sub-agents and affiliates shall constitute “Indemnitees.”
(d) No promissory note shall be required to evidence the Loans by Lenders to Borrower. Upon the request of a Lender, Borrower shall execute and deliver to such Lender a promissory note, which shall evidence the Loans to make an entry, or any finding that an entry is incorrect, Borrower by such Lender in the Register or addition to such account or accounts shall not limit or otherwise affect the obligations of the Company under this Agreementrecords.
Appears in 2 contracts
Samples: Loan Agreement (Golar LNG LTD), Loan Agreement (Golar LNG LTD)
Evidence of Debt. (a) Each Lender shall maintain in accordance with its usual practice an account or accounts evidencing the indebtedness of the Company Borrower to such Lender resulting from each Advance owing to Loan of such Lender from time to time, including the amounts of principal and interest payable and paid to such Lender from time to time hereunder in respect of Advances. The Company agrees that upon request of any Lender to the Company (with a copy of such notice to the Administrative Agent) that such Lender receive a Note to evidence (whether for purposes of pledge, enforcement or otherwise) the Advances owing to, or to be made by, such Lender, the Company shall promptly execute and deliver to such Lender a Note payable to such Lender in a principal amount up to the Commitment of such Lenderunder this Agreement.
(b) The Administrative Agent, on behalf of the Borrower, shall maintain the Register maintained by the Administrative Agent pursuant to Section 9.06(c) shall include a control account10.6, and a subsidiary account subaccount therein for each applicable Lender, in which accounts (taken together) shall be recorded (i) the date and amount of each Borrowing Loan made to such Lender hereunder, the Type of Advances comprising such Borrowing and, if appropriate, the Loan and each Interest Period applicable thereto, (ii) the terms of each Assignment and Acceptance delivered to and accepted by it, (iii) the amount of any principal or interest due and payable or to become due and payable from the Company Borrower to each such Lender hereunder and (iviii) both the amount of any sum received by the Administrative Agent (or, in the case of an assignment not required to be recorded in the Register in accordance with the provisions of Section 10.6, the assigning Lender) hereunder from the Company hereunder Borrower and each such Lender’s share thereof.
(c) Entries The entries made in good faith by the Administrative Agent in the Register pursuant shall, to subsection (b) abovethe extent permitted by applicable law and absent manifest error, and by each Lender in its account or accounts pursuant to subsection (a) above, shall be prima facie evidence of the amount of principal existence and interest due and payable or to become due and payable from the Company to, in the case amounts of the Register, each Lender and, in obligations of the case of such account or accounts, such Lender, under this Agreement, absent manifest errorBorrower therein recorded; provided, however, that the failure of any Lender or the Administrative Agent to maintain the Register or any such Lender to make an entryaccount, or any finding that an entry is incorrecterror therein, in the Register or such account or accounts shall not limit or otherwise in any manner affect the obligations obligation of the Company under Borrower to repay (with applicable interest) the Loans made to the Borrower by such Lender in accordance with the terms of this Agreement.
(d) The Borrower agrees that, upon the request to the Administrative Agent by any Lender, the Borrower will execute and deliver to such Lender a promissory note of the Borrower evidencing any Term Loans, Revolving Loans or Swingline Loans, as the case may be, of such Lender, substantially in the forms of Exhibit K-1, K-2 or K-3, respectively, with appropriate insertions as to date and principal amount.
Appears in 2 contracts
Samples: Credit Agreement (Crown Castle International Corp), Credit Agreement (Crown Castle International Corp)
Evidence of Debt. (a) Each Lender shall maintain in accordance with its usual practice an account or accounts evidencing the indebtedness of the Company each Borrower to such Lender resulting from each Advance owing to 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 hereunder in respect of Advances. The Company agrees that upon request of any Lender to the Company (with a copy of such notice to the Administrative Agent) that such Lender receive a Note to evidence (whether for purposes of pledge, enforcement or otherwise) the Advances owing to, or to be made by, such Lender, the Company shall promptly execute and deliver to such Lender a Note payable to such Lender in a principal amount up to the Commitment of such Lenderhereunder.
(b) The Administrative Agent, on behalf of the Borrowers, shall maintain the Register maintained by the Administrative Agent pursuant to Section 9.06(c9.4(c) shall include a control account, and a subsidiary account subaccount for each Lender, Lender in which accounts (taken together) it shall be recorded record (i) the date and amount of each Borrowing Loan made hereunderhereunder (whether or not evidenced by a promissory note), the Class and Type of Advances comprising such Borrowing and, if appropriate, thereof and the Interest Period applicable thereto, (ii) the terms of each Assignment and Acceptance delivered to and accepted by it, (iii) the amount of any principal or and/or interest due and payable or to become due and payable from the Company each Borrower to each Lender hereunder and (iviii) the amount of any sum received by the Administrative Agent from hereunder for the Company hereunder account of the Lenders and each Lender’s share thereof.
(c) Entries The entries made in good faith by the Administrative Agent in the Register accounts maintained pursuant to subsection paragraph (a) or (b) above, and by each Lender in its account or accounts pursuant to subsection (a) above, of this Section shall be prima facie evidence of the amount of principal existence and interest due and payable or to become due and payable from the Company to, in the case amounts of the Register, each Lender and, in the case of such account or accounts, such Lender, under this Agreement, absent manifest errorobligations recorded therein; provided, however, provided that the failure of any Lender or the Administrative Agent or to maintain such Lender to make an entry, accounts or any finding that an entry is incorrect, in the Register or such account or accounts error therein shall not limit or otherwise in any manner affect the obligations obligation of any Borrower to repay the Company under Loans in accordance with the terms of this Agreement.
(d) Any Lender may request that Loans of any Class made by it be evidenced by a promissory note. In such event, each applicable Borrower shall prepare, execute and deliver to such Lender a promissory note payable to the order of such Lender and its registered assigns and in a form approved by the Administrative Agent. Thereafter, the Loans evidenced by such promissory note and interest thereon shall at all times (including after assignment pursuant to Section 9.4) be represented by one or more promissory notes in such form payable to such payee and its registered assigns.
Appears in 2 contracts
Samples: Credit Agreement (SPX Corp), Credit Agreement (SPX Corp)
Evidence of Debt. (a) Each Lender shall maintain in accordance with its usual practice an account or accounts evidencing the indebtedness of the Company Borrowers to such Lender resulting from each Advance owing to Loan of such Lender from time to time, including the amounts of principal and interest payable and paid to such Lender from time to time hereunder in respect of Advances. The Company agrees that upon request of any Lender to the Company (with a copy of such notice to the Administrative Agent) that such Lender receive a Note to evidence (whether for purposes of pledge, enforcement or otherwise) the Advances owing to, or to be made by, such Lender, the Company shall promptly execute and deliver to such Lender a Note payable to such Lender in a principal amount up to the Commitment of such Lenderunder this Agreement.
(b) The Register maintained by the Administrative Agent shall maintain the Register pursuant to Section 9.06(c) shall include a control accountsubsection 13.6(d), and a subsidiary account subaccount therein for each Lender, in which accounts (taken together) shall be recorded (i) in the date case of Term Loans, Revolving Credit Loans and Swingline Loans, the amount of each Borrowing Term Loan, Revolving Credit Loan or Swingline Loan made hereunder, the Type of Advances comprising such Borrowing and, if appropriate, the thereof and each Interest Period applicable thereto, (ii) in the terms case of Multicurrency Loans, the amount and currency of each Assignment Multicurrency Loans and Acceptance delivered to and accepted by iteach Interest Period applicable thereto, (iii) in the case of CAF Advances, the amount and currency of each CAF Advance made hereunder, the CAF Advance Maturity Date thereof, the interest rate applicable thereto and each CAF Advance Interest Payment Date applicable thereto, (iv) the amount of any principal or interest due and payable or to become due and payable from the Company Borrowers to each Lender hereunder and (ivv) both the amount of any sum received by the Administrative Agent hereunder from the Company hereunder Borrowers and each Lender’s share thereof.
(c) Entries The entries made in good faith by the Administrative Agent in the Register and the accounts of each Lender maintained pursuant to subsection (b3.13(a) aboveshall, and to the extent permitted by each Lender in its account or accounts pursuant to subsection (a) aboveapplicable law, shall be prima facie evidence of the amount of principal existence and interest due and payable or to become due and payable from the Company to, in the case amounts of the Register, each Lender and, in obligations of the case of such account or accounts, such Lender, under this Agreement, absent manifest errorBorrowers therein recorded; provided, however, that the failure of any Lender or the Administrative Agent to maintain the Register or any such Lender to make an entryaccount, or any finding that an entry is incorrecterror therein, in the Register or such account or accounts shall not limit or otherwise in any manner affect the obligations obligation of the Company under Borrowers to repay (with applicable interest) the Loans made to the Borrowers by such Lender in accordance with the terms of this Agreement.
(d) The Borrower agrees that, upon the request to the Administrative Agent by any Revolving Lender, the Borrower will execute and deliver to such Revolving Lender a promissory note of the Borrower evidencing the Revolving Credit Loans of such Revolving Lender, substantially in the form of Exhibit A with appropriate insertions as to date and principal amount (a “Revolving Credit Note”).
(e) The Borrower agrees that, upon the request to the Administrative Agent by any Lender, the Borrower will execute and deliver to such Lender a promissory note of the Borrower evidencing the CAF Advances of such Lender, substantially in the form of Exhibit B with appropriate insertions (a “CAF Advance Note”).
(f) The Term Loan Borrower agrees that, upon the request to the Administrative Agent by any Term Lender, the Term Loan Borrower will execute and deliver to such Term Lender a promissory note of the Term Loan Borrower evidencing the Term Loans of such Term Lender, substantially in the form of Exhibit C with appropriate insertions as to date and principal amount (a “Term Note”).
(g) The Borrower agrees that, upon the request to the Administrative Agent by any Multicurrency Lender, the Borrower will execute and deliver to such Multicurrency Lender a promissory note of the Borrower evidencing the Multicurrency Loans of such Multicurrency Lender, substantially in the form of Exhibit M with appropriate insertions as to date and principal amount (a “Multicurrency Note”).
Appears in 2 contracts
Samples: Credit Agreement (Boston Scientific Corp), Credit Agreement (Boston Scientific Corp)
Evidence of Debt. (a) Each Lender shall maintain in accordance with its usual practice an account or accounts evidencing the indebtedness of the Company Borrower to such Lender resulting from each Advance owing to Loan of such Lender from time to time, including the amounts of principal and interest payable and paid to such Lender from time to time hereunder in respect of Advances. The Company agrees that upon request of any Lender to the Company (with a copy of such notice to the Administrative Agent) that such Lender receive a Note to evidence (whether for purposes of pledge, enforcement or otherwise) the Advances owing to, or to be made by, such Lender, the Company shall promptly execute and deliver to such Lender a Note payable to such Lender in a principal amount up to the Commitment of such Lenderunder this Agreement.
(b) The Register maintained by the Administrative Agent shall maintain the Register pursuant to Section 9.06(c) shall include a control accountsubsection 13.6(d), and a subsidiary account subaccount therein for each Lender, in which accounts (taken together) shall be recorded (i) in the date case of Revolving Credit Loans and Swingline Loans, the amount of each Borrowing Revolving Credit Loan or Swingline Loan made hereunder, the Type of Advances comprising such Borrowing and, if appropriate, the thereof and each Interest Period applicable thereto, (ii) in the terms case of Multicurrency Loans, the amount and currency of each Assignment Multicurrency Loans and Acceptance delivered to and accepted by iteach Interest Period applicable thereto, (iii) in the case of CAF Advances, the amount and currency of each CAF Advance made hereunder, the CAF Advance Maturity Date thereof, the interest rate applicable thereto and each CAF Advance Interest Payment Date applicable thereto, (iv) the amount of any principal or interest due and payable or to become due and payable from the Company Borrower to each Lender hereunder and (ivv) both the amount of any sum received by the Administrative Agent hereunder from the Company hereunder Borrower and each Lender’s share thereof.
(c) Entries The entries made in good faith by the Administrative Agent in the Register and the accounts of each Lender maintained pursuant to subsection (b3.13(a) aboveshall, and to the extent permitted by each Lender in its account or accounts pursuant to subsection (a) aboveapplicable law, shall be prima facie evidence of the amount of principal existence and interest due and payable or to become due and payable from the Company to, in the case amounts of the Register, each Lender and, in obligations of the case of such account or accounts, such Lender, under this Agreement, absent manifest errorBorrower therein recorded; provided, however, that the failure of any Lender or the Administrative Agent to maintain the Register or any such Lender to make an entryaccount, or any finding that an entry is incorrecterror therein, in the Register or such account or accounts shall not limit or otherwise in any manner affect the obligations obligation of the Company under Borrower to repay (with applicable interest) the Loans made to such Borrower by such Lender in accordance with the terms of this Agreement.
(d) The Borrower agrees that, upon the request to the Administrative Agent by any Lender, the Borrower will execute and deliver to such Lender a promissory note of the Borrower evidencing the Revolving Credit Loans of such Lender, substantially in the form of Exhibit A with appropriate insertions as to date and principal amount (a “Revolving Credit Note”).
(e) The Borrower agrees that, upon the request to the Administrative Agent by any Lender, the Borrower will execute and deliver to such Lender a promissory note of the Borrower evidencing the CAF Advances of such Lender, substantially in the form of Exhibit B with appropriate insertions (a “CAF Advance Note”).
Appears in 2 contracts
Samples: Multi Year Revolving Credit Agreement (Boston Scientific Corp), Revolving Credit Agreement (Boston Scientific Corp)
Evidence of Debt. (a) Each Lender shall maintain in accordance with its usual practice an account or accounts evidencing the indebtedness Indebtedness of the Company Borrowers to such Lender resulting from each Advance owing to Term Loan of such Lender from time to time, including the amounts of principal and interest payable and paid to such Lender from time to time hereunder in respect of Advances. The Company agrees that upon request of any Lender to the Company (with a copy of such notice to the Administrative Agent) that such Lender receive a Note to evidence (whether for purposes of pledge, enforcement or otherwise) the Advances owing to, or to be made by, such Lender, the Company shall promptly execute and deliver to such Lender a Note payable to such Lender in a principal amount up to the Commitment of such Lenderunder this Agreement.
(b) The Register maintained by the Administrative Agent pursuant to Section 9.06(c) shall include a control account, and a subsidiary account for each Lender, maintain accounts in accordance with its usual practice in which accounts (taken together) it shall be recorded record (i) the date and amount of each Borrowing Term Loan made hereunder, the Type of Advances comprising such Borrowing and, if appropriatea Eurodollar Rate Loan, the Interest Period applicable thereto, (ii) the terms of each Assignment and Acceptance delivered to and accepted by it, (iii) the amount of any principal or interest due and payable or to become due and payable from by the Company Borrowers to each Lender hereunder and (iviii) the amount of any sum received by the Administrative Agent hereunder from the Company hereunder Borrowers, whether such sum constitutes principal or interest, fees, expenses or other amounts due under the Loan Documents and each Lender’s share Ratable Portion thereof, if applicable.
(c) Entries The entries made in good faith by the Administrative Agent in the Register accounts maintained pursuant to subsection clauses (a) and (b) aboveof this Section 2.7 shall, and to the extent permitted by each Lender in its account or accounts pursuant to subsection (a) aboveapplicable law, shall be prima facie evidence of the amount of principal existence and interest due and payable or to become due and payable from the Company to, in the case amounts of the Register, each Lender and, in the case of such account or accounts, such Lender, under this Agreement, absent manifest errorobligations recorded therein; provided, however, that the failure of any Lender or the Administrative Agent or to maintain such Lender to make an entry, accounts or any finding that an entry is incorrect, in the Register or such account or accounts error therein shall not limit or otherwise in any manner affect the obligations of the Company under this Borrowers to repay the Term Loans in accordance with their terms.
(d) Notwithstanding any other provision of the Agreement, in the event that any Lender requests that the Borrowers execute and deliver a promissory note or notes payable to such Lender in order to evidence the Indebtedness owing to such Lender by the Borrowers hereunder, the Borrowers will promptly execute and deliver a Term Loan Note or Term Loan Notes to such Lender evidencing any Term Loans of such Lender.
Appears in 2 contracts
Samples: Term Loan Credit Agreement (Tousa Inc), Second Lien Term Loan Credit Agreement (Tousa Inc)
Evidence of Debt. (a) Each Lender shall maintain in accordance with its usual practice an account or accounts evidencing the indebtedness Indebtedness of the Company Borrowers to such Lender resulting from each Advance owing to extension of credit made by such Lender from time to timehereunder, including the amounts of principal and interest payable and paid to such Lender from time to time hereunder in respect of Advances. The Company agrees that upon request of any Lender to the Company (with a copy of such notice to the Administrative Agent) that such Lender receive a Note to evidence (whether for purposes of pledge, enforcement or otherwise) the Advances owing to, or to be made by, such Lender, the Company shall promptly execute and deliver to such Lender a Note payable to such Lender in a principal amount up to the Commitment of such Lenderhereunder.
(b) The Register maintained by the Each Administrative Agent pursuant shall maintain, with respect to Section 9.06(c) shall include a control accountits applicable Borrower, and a subsidiary account for each Lender, accounts in which accounts (taken together) it shall be recorded record (i) the date and amount of each Borrowing made hereunder, the class and Type of Advances comprising such Borrowing thereof and, if appropriatein the cases of Bankers’ Acceptances or LIBO Rate Loans, the relevant Contract Period or Interest Period Period, applicable thereto, (ii) the terms of each Assignment and Acceptance delivered to and accepted by it, (iii) the amount of any principal or interest due and payable or to become due and payable from the Company applicable Borrower to each Lender hereunder hereunder, and (iviii) the amount of any sum received by the such Administrative Agent from hereunder for the Company hereunder account of the Lenders and each Lender’s share thereof.
(c) Entries The entries made in good faith by the Administrative Agent in the Register accounts maintained pursuant to subsection Sections 2.8(a) and (b) above, and by each Lender in its account or accounts pursuant to subsection (a) above, shall be prima facie conclusive evidence of the amount of principal and interest due and payable or to become due and payable from the Company to, in the case of the Register, each Lender and, in the case of such account or accounts, such Lender, under this Agreement, (absent manifest error) of the existence and amounts of the obligations recorded therein; provided, however, provided that the failure of the any Lender or any Administrative Agent to maintain such accounts or any error therein shall not in any manner affect the obligation of the Borrowers to repay the Borrowings in accordance with the terms of this Agreement. In the event of a conflict between the records maintained by an Administrative Agent and any Lender, the records maintained by the applicable Administrative Agent shall govern.
(d) Any Lender may request that Loans (other than B/As) made by it be evidenced by a promissory note. In such event, the applicable Borrower shall prepare, execute and deliver to such Lender a promissory note payable to make an entrythe order of such Lender (or, if requested by such Lender, to such Lender and its registered assigns) and in a form approved by the applicable Administrative Agent. Thereafter, the Loans evidenced by such promissory note and interest thereon shall at all times (including after assignment pursuant to Section 9.4) be represented by one or any finding that an entry is incorrect, more promissory notes in such form payable to the Register or such account or accounts shall not limit or otherwise affect the obligations order of the Company under this Agreementpayee named therein (or, if such promissory note is a registered note, to such payee and its registered assigns).
Appears in 2 contracts
Samples: Senior Facilities Credit Agreement (Tim Hortons Inc.), Senior Facilities Credit Agreement (Tim Hortons Inc.)
Evidence of Debt. (a) Each Lender shall maintain in accordance with its usual practice an account or accounts evidencing The Borrower’s obligation to pay the indebtedness of the Company to such Lender resulting from each Advance owing to such Lender from time to timeprincipal of, including the amounts of principal and interest payable and paid to such Lender from time to time hereunder in respect of Advances. The Company agrees that upon request of any on, the Loans made by each Lender to the Company (with a copy of such notice to Borrower shall be evidenced in the Administrative Agent) that such Lender receive a Note to evidence (whether for purposes of pledge, enforcement or otherwise) the Advances owing to, or to be made by, such Lender, the Company shall promptly execute and deliver to such Lender a Note payable to such Lender in a principal amount up to the Commitment of such Lender.
(b) The Register maintained by the Administrative Agent pursuant to Section 9.06(c14.04(d) shall include a control accountand shall, and a subsidiary account for each if requested by such Lender, in which accounts (taken together) shall also be recorded evidenced by (i) if Initial Term Loans, a promissory note duly executed and delivered by the date and amount Borrower substantially in the form of each Borrowing made hereunderExhibit B-1, with blanks appropriately completed in conformity herewith (each, an “Initial Term Note” and, collectively, the Type of Advances comprising such Borrowing and, if appropriate, the Interest Period applicable thereto“Initial Term Notes”), (ii) if Revolving Loans, a promissory note duly executed and delivered by the terms Borrower substantially in the form of each Assignment and Acceptance delivered to and accepted by itExhibit B-2, with blanks appropriately completed in conformity herewith (each, a “Revolving Note” and, collectively, the “Revolving Notes”), (iii) if Swingline Loans, by a promissory note duly executed by the amount Borrower substantially in the form of any principal or interest due and payable or to become due and payable from Exhibit B-3, with blanks appropriately completed in conformity herewith (the Company to each Lender hereunder “Swingline Note”) and (iv) if Incremental Term Loans, by a promissory note duly executed and delivered by the Borrower substantially in the form of Exhibit B-4, with blanks appropriately completed in conformity herewith and the relevant Incremental Commitment Agreement (each, an “Incremental Term Note” and, collectively, the “Incremental Term Notes”).
(b) Each Lender will note on its internal records the amount of any sum received each Loan made by the Administrative Agent from the Company hereunder it and each Lenderpayment in respect thereof. Failure to make any such notation (or any error in such notation) shall not affect the Borrower’s share thereof.
(c) Entries made obligations in good faith by the Administrative Agent in the Register pursuant to subsection (b) above, and by each Lender in its account or accounts pursuant to subsection (a) above, shall be prima facie evidence of the amount of principal and interest due and payable or to become due and payable from the Company to, in the case of the Register, each Lender and, in the case respect of such account or accounts, such Lender, under this Agreement, absent manifest error; provided, however, that the failure of the Administrative Agent or such Lender to make an entry, or any finding that an entry is incorrect, in the Register or such account or accounts shall not limit or otherwise affect the obligations of the Company under this AgreementLoans.
Appears in 2 contracts
Samples: Credit Agreement (Vanguard Health Systems Inc), Credit Agreement (Vanguard Health Systems Inc)
Evidence of Debt. (a) Each Lender Bank shall maintain in accordance with its usual practice an account or accounts evidencing the indebtedness of the Company each Borrower to such Lender Bank resulting from each Advance owing to Loan made by such Lender from time to timeBank, including the amounts of principal and interest payable and paid to such Lender Bank from time to time hereunder in respect of Advances. The Company agrees that upon request of any Lender to the Company (with a copy of such notice to the Administrative Agent) that such Lender receive a Note to evidence (whether for purposes of pledge, enforcement or otherwise) the Advances owing to, or to be made by, such Lender, the Company shall promptly execute and deliver to such Lender a Note payable to such Lender in a principal amount up to the Commitment of such Lendertime.
(b) The Register maintained by the Administrative Agent pursuant to Section 9.06(c) shall include a control account, and a subsidiary account for each Lender, maintain accounts in which accounts (taken together) it shall be recorded record (i) the date and amount of each Borrowing Loan made hereunder, the Class and Type of Advances comprising such Borrowing and, if appropriate, the thereof and each Interest Period (if any) applicable thereto, (ii) the terms of each Assignment and Acceptance delivered to and accepted by it, (iii) the amount of any principal or interest due and payable or to become due and payable from the Company each Borrower to each Lender Bank hereunder and (iviii) the amount of any sum received by the Administrative Agent from hereunder for the Company hereunder account of the Banks and each LenderBank’s share thereof.
(c) Entries The entries made in good faith by the Administrative Agent in the Register accounts maintained pursuant to subsection subsections (a) and (b) above, and by each Lender in its account or accounts pursuant to subsection (a) above, of this Section shall be prima facie evidence of the amount of principal existence and interest due and payable or to become due and payable from the Company to, in the case amounts of the Register, each Lender and, in the case of such account obligations recorded therein; provided that any failure by any Bank or accounts, such Lender, under this Agreement, absent manifest error; provided, however, that the failure of the Administrative Agent or to maintain such Lender to make an entry, accounts or any finding that an entry is incorrect, in the Register or such account or accounts error therein shall not limit or otherwise affect each Borrower’s obligation to repay the Loans made to it in accordance with the terms of the Agreement.
(d) No Notes are required, and the failure by any Bank to request a Note shall not affect the obligations of any Borrower under any Loan Documents. Any Bank may, by notice to a Borrower, request that such Borrower’s obligation to repay such Bank’s Loans, or such Bank’s Loans of a particular Class or Type, to such Borrower be evidenced by a Note in an amount equal to the Company aggregate unpaid principal amount of such Loans. Each such Note shall be in substantially the form of Exhibit A hereto with appropriate modifications if it evidences solely Loans of the relevant Class or Type. Each reference in this Agreement to the “Note” of such Borrower payable to the order of such Bank shall be deemed to refer to and include any or all of such Notes, as the context may require. Each Bank may record the date and amount of each Loan made by it to each Borrower on its Note of such Borrower and the date and amount of each payment of principal made with respect thereto, and may, if such Bank so elects in connection with any transfer or enforcement of its Note of any Borrower, endorse on the schedule forming a part thereof appropriate notations to evidence the foregoing information with respect to each of its Loans to such Borrower then outstanding; provided that neither the failure by any Bank to make any such recordation or endorsement, nor any error therein, shall affect the obligations of any such Borrower under this Agreementany Loan Documents. Each Bank is hereby irrevocably authorized by each Borrower so to endorse such Borrower’s Note payable to the order of such Bank and to attach to and make a part of such Note a continuation of any such schedule as and when required.
Appears in 2 contracts
Samples: Credit Agreement (Foot Locker Inc), Credit Agreement (Foot Locker Inc)
Evidence of Debt. (a) Each Lender shall maintain in accordance with its usual practice an account or accounts evidencing the indebtedness of the Company each Borrower to such Lender resulting from each Advance owing to such Lender from time to time, including the amounts of principal and interest payable and paid to such Lender Xxxxxx from time to time hereunder in respect of Advanceshereunder. The Company agrees that upon request of any Lender to the Company (with a copy of such notice to the Administrative Agent) that such Lender receive a Note to evidence (whether for purposes of pledge, enforcement or otherwise) the Advances owing to, or to be made by, such Lender, the Company shall promptly execute and deliver to such Lender a Note payable to such Lender in a principal amount up to the Commitment of such Lender.
(b) The Register maintained by the Administrative Agent pursuant to Section 9.06(c) shall include a control account, and a subsidiary account for each Lender, also maintain accounts in which accounts (taken together) shall be recorded it will record (i) the date and amount of each Borrowing Advance made hereunder, the Type of Advances comprising such Borrowing and, if appropriate, the Interest Period applicable thereto, (ii) the terms of each Assignment and Acceptance delivered to and accepted by it, (iii) the amount of any principal or interest due and payable or to become due and payable from the Company each Borrower to each Lender hereunder hereunder, and (iviii) the amount of any sum received by the Administrative Agent hereunder from the Company hereunder each Borrower and each Lender’s share Applicable Percentage thereof.
(cb) Entries made in good faith by the Administrative Agent The entries maintained in the Register accounts maintained pursuant to subsection (bSection 2.13(a) above, and by each Lender in its account or accounts pursuant to subsection (a) above, shall be prima facie evidence of the amount of principal existence and interest due and payable or to become due and payable from the Company to, in the case amounts of the Register, each Lender and, in the case of such account or accounts, such Lender, under this Agreement, absent manifest errorobligations therein recorded; provided, however, provided that the failure of the any Lender or Administrative Agent to maintain such accounts or any error therein shall not in any manner affect the obligation of Borrowers to repay such obligations in accordance with their terms.
(c) No promissory note shall be required to evidence the Advances by any Lender to Borrowers. Upon the request of any Lender, Borrowers shall prepare, execute and deliver to such Lender a promissory note, payable to make an entrysuch Lender and its registered assigns and in a form approved by such Lender, which shall evidence the Advances to Borrowers by such Xxxxxx in addition to such records. Thereafter, the Advances evidenced by such promissory note and interest thereon shall at all times be represented by one or any finding that an entry is incorrect, more promissory notes in such form payable to the Register or such account or accounts shall not limit or otherwise affect the obligations of the Company under this Agreementpayee named therein and its registered assigns.
Appears in 2 contracts
Samples: Margin Loan Agreement (Cannae Holdings, Inc.), Margin Loan Agreement (Cannae Holdings, Inc.)
Evidence of Debt. (a) Each Bank may, by notice to the Borrower and the Administrative Agent, request that its Commitments or its Loans of a particular type be evidenced by a promissory note forms of which are attached hereto as Exhibits G-1 and G-2, in an amount equal to its Commitments or the aggregate unpaid principal amount of such Loans, as the case may be. In such event, the Borrower, at its costs, 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). Thereafter, the Loans evidenced by such promissory note and interest thereon shall at all times (including after assignment pursuant to Section 9.6) 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). Each such promissory note shall be in form and substance reasonably satisfactory to the requesting Bank, the Borrower and the Administrative Agent. Each reference in this Agreement to the "Note" of such Bank shall be deemed to refer to and include any or all of such Notes, as the context may require.
(b) Each Bank shall maintain in accordance with its usual practice an account or accounts evidencing the indebtedness of the Company Borrower to such Lender Bank resulting from each Advance owing to Loan made by such Lender from time to timeBank, including the amounts of principal and interest payable and paid to such Lender Bank from time to time hereunder in respect of Advances. The Company agrees that upon request of any Lender to the Company (with a copy of such notice to the Administrative Agent) that such Lender receive a Note to evidence (whether for purposes of pledge, enforcement or otherwise) the Advances owing to, or to be made by, such Lender, the Company shall promptly execute and deliver to such Lender a Note payable to such Lender in a principal amount up to the Commitment of such Lenderhereunder.
(bc) The Register maintained by the Administrative Agent pursuant to Section 9.06(c) shall include a control account, and a subsidiary account for each Lender, maintain accounts in which accounts (taken together) it shall be recorded record (i) the date and amount of each Borrowing Loan made hereunder, hereunder and the Type of Advances comprising such Borrowing and, if appropriate, type thereof and the Interest Period applicable thereto, (ii) the terms of each Assignment and Acceptance delivered to and accepted by it, (iii) the amount of any principal or interest due and payable or to become due and payable from the Company Borrower to each Lender Bank hereunder and (iviii) the amount of any sum received by the Administrative Agent from hereunder for the Company hereunder account of the Banks and each Lender’s Bank's share thereof.
(cd) Entries The entries made in good faith by the Administrative Agent in the Register accounts maintained pursuant to subsection paragraph (b) above, and by each Lender in its account or accounts pursuant to subsection (ac) above, of this Section shall be prima facie evidence of the amount of principal existence and interest due and payable or to become due and payable from the Company to, in the case amounts of the Register, each Lender and, in the case of such account or accounts, such Lender, under this Agreement, absent manifest errorobligations recorded therein; provided, however, provided that the failure of any Bank or the Administrative Agent or to maintain such Lender to make an entry, accounts or any finding that an entry is incorrect, in the Register or such account or accounts error therein shall not limit or otherwise in any manner affect the obligations obligation of the Company under Borrower to repay the Loans in accordance with the terms of this Agreement.
Appears in 2 contracts
Samples: Credit Agreement (Marsh & McLennan Companies Inc), Credit Agreement (Marsh & McLennan Companies Inc)
Evidence of Debt. (a) Each Lender Bank shall maintain in accordance with its usual practice an account or accounts evidencing the indebtedness of each Facility Borrower to the Company to appropriate lending office of such Lender Bank resulting from each Advance owing to Loan made by such Lender lending office of such Bank from time to time, including the amounts of principal and interest payable and paid to such Lender lending office of such Bank from time to time hereunder in respect of Advances. The Company agrees that upon request of any Lender to the Company (with a copy of such notice to the Administrative Agent) that such Lender receive a Note to evidence (whether for purposes of pledge, enforcement or otherwise) the Advances owing to, or to be made by, such Lender, the Company shall promptly execute and deliver to such Lender a Note payable to such Lender in a principal amount up to the Commitment of such Lenderunder this Agreement.
(b) The Each Agent shall maintain a Register maintained by the Administrative Agent pursuant to Section 9.06(c) shall include a control account12.7(c), and a subsidiary account subaccount for each Lenderrelevant Bank, in which accounts Register and subaccounts (taken together) shall be recorded (i) the date and amount of each Borrowing relevant Loan made hereunder, whether such Loan is, as applicable, a U.S. R/C Loan, a C$ R/C Loan or a Bankers' Acceptance, the Type of Advances comprising such Borrowing and, if appropriate, each U.S. R/C Loan made and the Interest Period applicable theretoto any Eurodollar Loan, (ii) the terms of each Assignment and Acceptance delivered to and accepted by it, (iii) the amount of any principal or interest due and payable or to become due and payable from the Company relevant Facility Borrower to each Lender relevant Bank hereunder and (iviii) the amount of any sum received by the Administrative such Agent hereunder from the Company hereunder relevant Facility Borrower and each Lender’s relevant Bank's share thereof.
(c) Entries The entries made in good faith by the Administrative Agent in the Register Registers and accounts maintained pursuant to subsection paragraphs (a) and (b) aboveof this Section 4.1 shall, and to the extent permitted by each Lender in its account or accounts pursuant to subsection (a) aboveapplicable law, shall be prima facie evidence of the amount of principal existence and interest due and payable or to become due and payable from the Company to, in the case amounts of the Register, each Lender and, in obligations of the case of such account or accounts, such Lender, under this Agreement, absent manifest errorrelevant Facility Borrower therein recorded; provided, however, that the failure of the Administrative any Bank or either Agent to maintain such account, such Register or such Lender to make an entrysubaccount, as applicable, or any finding that an entry is incorrecterror therein, in the Register or such account or accounts shall not limit or otherwise in any manner affect the obligations obligation of each Facility Borrower to repay the Company under Loans (and all other amounts owing with respect thereto) made to such Facility Borrower in accordance with the terms of this Agreement.
Appears in 2 contracts
Samples: Short Term Revolving Credit Agreement (Chrysler Financial Corp), Short Term Revolving Credit Agreement (Chrysler Financial Corp)
Evidence of Debt. (a) Each Lender shall maintain in accordance with its usual practice an account or accounts evidencing the indebtedness of the Company each Borrower to such Lender resulting from each Revolving Credit Advance owing of such Lender to such Lender Borrower from time to time, including the amounts of principal and interest payable and paid to such Lender from time to time hereunder in respect of Advances. The Company agrees that upon request of any Lender to the Company (with a copy of such notice to the Administrative Agent) that such Lender receive a Note to evidence (whether for purposes of pledge, enforcement or otherwise) the Advances owing to, or to be made by, such Lender, the Company shall promptly execute and deliver to such Lender a Note payable to such Lender in a principal amount up to the Commitment of such LenderRevolving Credit Advance.
(b) The Register maintained by the Administrative Agent pursuant to Section 9.06(c) shall include a control account, and a subsidiary account for each Lender, in which accounts (taken together) shall be recorded (i) the date and amount of each Borrowing made hereunder, the Type of Advances comprising such Borrowing and, if appropriate, the Interest Period applicable thereto, (ii) the terms of each Assignment and Acceptance delivered to and accepted by it, (iii) the amount of any principal or interest due and payable or to become due and payable from the Company each Borrower on account of such Revolving Credit Advance to each Lender hereunder and (iviii) both the amount of any sum received by the Administrative Agent hereunder from the Company hereunder each Borrower and each Lender’s 's share thereof.
(c) Entries The entries made in good faith by the Administrative Agent in the Register and the accounts of each Lender maintained pursuant to subsection (bSection 2.3(a) aboveshall, and to the extent permitted by each Lender in its account or accounts pursuant to subsection (a) aboveapplicable law, shall be prima facie evidence of the amount of principal existence and interest due and payable or to become due and payable from the Company to, in the case amounts of the Register, obligations of each Lender and, in the case of such account or accounts, such Lender, under this Agreement, absent manifest errorBorrower therein recorded; provided, however, that the failure of any Lender or the Administrative Agent to maintain the Register or any such account, or any error therein, shall not in any manner affect the obligation of each Borrower to repay (with applicable interest) the Revolving Credit Advances made to each such Borrower by such Lender in accordance with the terms of this Agreement.
(d) Each Borrower agrees that, upon the request to the Administrative Agent by any Lender, such Borrower will execute and deliver to such Lender a promissory note of such Borrower evidencing the Revolving Credit Advances of such Lender to make an entrysuch Borrower, or any finding that an entry is incorrect, substantially in the Register or such account or accounts shall not limit or otherwise affect the obligations form of the Company under this AgreementExhibit A with appropriate insertions as to date and principal amount (a "Note").
Appears in 2 contracts
Samples: Revolving Credit and Competitive Advance Facility Agreement (El Paso Natural Gas Co), Revolving Credit and Competitive Advance Facility Agreement (El Paso Natural Gas Co)
Evidence of Debt. (a) Each Lender shall maintain in accordance with its usual practice an account or accounts evidencing the indebtedness of the Company Borrower to such Lender resulting from each Advance owing to such Lender from time to time, including the amounts of principal and interest payable and paid to such Lender from time to time hereunder in respect of Advanceshereunder. The Company agrees that upon request of any Lender to the Company (with a copy of such notice to the Administrative Agent) that such Lender receive a Note to evidence (whether for purposes of pledge, enforcement or otherwise) the Advances owing to, or to be made by, such Lender, the Company shall promptly execute and deliver to such Lender a Note payable to such Lender in a principal amount up to the Commitment of such Lender.
(b) The Register maintained by the Administrative Agent pursuant to Section 9.06(c) shall include a control account, and a subsidiary account for each Lender, also maintain accounts in which accounts (taken together) shall be recorded it will record (i) the date and amount of each Borrowing Advance made hereunder, the Type of Advances comprising such Borrowing and, if appropriate, the Interest Period applicable thereto, (ii) the terms of each Assignment and Acceptance delivered to and accepted by it, (iii) the amount of any principal or interest due and payable or to become due and payable from the Company Borrower to each Lender hereunder hereunder, and (iviii) the amount of any sum received by the Administrative Agent hereunder from the Company hereunder Borrower and each Lender’s share Applicable Percentage thereof.
(cb) Entries made in good faith by the Administrative Agent The entries maintained in the Register accounts maintained pursuant to subsection (bSection 2.13(a) above, and by each Lender in its account or accounts pursuant to subsection (a) above, shall be prima facie evidence of the amount of principal existence and interest due and payable or to become due and payable from the Company to, in the case amounts of the Register, each Lender and, in the case of such account or accounts, such Lender, under this Agreement, absent manifest errorobligations therein recorded; provided, however, provided that the failure of the any Lender or Administrative Agent to maintain such accounts or any error therein shall not in any manner affect the obligation of Borrower to repay such obligations in accordance with their terms.
(c) No promissory note shall be required to evidence the Advances by any Lender to Borrower. Upon the request of any Lender, Borrower shall prepare, execute and deliver to such Lender a promissory note, payable to make an entrysuch Lender and its registered assigns and in a form approved by such Lender, which shall evidence the Advances to Borrower by such Lender in addition to such records. Thereafter, the Advances evidenced by such promissory note and interest thereon shall at all times be represented by one or any finding that an entry is incorrect, more promissory notes in such form payable to the Register or such account or accounts shall not limit or otherwise affect the obligations of the Company under this Agreementpayee named therein and its registered assigns.
Appears in 2 contracts
Samples: Margin Loan Agreement (Cannae Holdings, Inc.), Margin Loan Agreement (Cannae Holdings, Inc.)
Evidence of Debt. (a1) Each Lender shall maintain in accordance with its usual practice an account or accounts evidencing the indebtedness Indebtedness of the Company Borrower to such Lender resulting from each Advance owing to Borrowing made by such Lender from time to timehereunder, including the amounts of principal and interest payable and paid to such Lender from time to time hereunder in respect of Advances. The Company agrees that upon request of any Lender to the Company (with a copy of such notice to the Administrative Agent) that such Lender receive a Note to evidence (whether for purposes of pledge, enforcement or otherwise) the Advances owing to, or to be made by, such Lender, the Company shall promptly execute and deliver to such Lender a Note payable to such Lender in a principal amount up to the Commitment of such Lenderhereunder.
(b2) The Register maintained by the Administrative Agent pursuant to Section 9.06(c) shall include a control account, and a subsidiary account for each Lender, maintain accounts in which accounts it shall record (taken together) shall be recorded (ia) the date and amount of each Borrowing made hereunder, the applicable Commitments under which each Borrowing is made, the class and Type of Advances comprising such Borrowing thereof and, if appropriatein the case of LIBO Rate Loans, the relevant Interest Period Period, applicable thereto, (ii) the terms of each Assignment and Acceptance delivered to and accepted by it, (iiib) the amount of any principal or interest due and payable or to become due and payable from the Company Borrower to each Lender hereunder hereunder, and (ivc) the amount of any sum received by the Administrative Agent from hereunder for the Company hereunder account of the Lenders and each Lender’s share thereof. The Administrative Agent and the Lenders shall, upon the request of the Borrower, provide to the Borrower copies of all relevant entries made in the accounts maintained pursuant to Sections 2.8(1) and (2).
(c3) Entries The entries made in good faith the accounts maintained pursuant to Sections 2.8(1) and (2) shall be conclusive evidence (absent manifest error) of the existence and amounts of the obligations recorded therein; provided that the failure of any Lender or the Administrative Agent to maintain such accounts or any error therein shall not in any manner affect the obligation of the Borrower to repay the Borrowings in accordance with the terms of this Agreement. In the event of a conflict between the records maintained by the Administrative Agent in and any Lender, the Register pursuant records maintained by the Administrative Agent shall govern.
(4) Any Lender may request that Loans made by it be evidenced by a promissory note. In such event, the Borrower shall prepare, execute and deliver to subsection (b) above, and by each such Lender in its account or accounts pursuant a promissory note payable to subsection (a) above, shall be prima facie evidence of the amount of principal and interest due and payable or to become due and payable from the Company to, in the case of the Register, each Lender and, in the case order of such account or accountsLender (or, if requested by such Lender, under this Agreementto such Lender and its registered assigns) substantially in the form of Exhibit D hereto. Thereafter, absent manifest error; provided, however, that the failure Loans evidenced by such promissory note and interest thereon shall at all times (including after assignment pursuant to Section 9.4) be represented by one or more promissory notes in such form payable to the order of the Administrative Agent or payee named therein (or, if such Lender promissory note is a registered note, to make an entry, or any finding that an entry is incorrect, in the Register or such account or accounts shall not limit or otherwise affect the obligations of the Company under this Agreementpayee and its registered assigns).
Appears in 2 contracts
Samples: Fifth Amendment Agreement (Eldorado Gold Corp /Fi), Credit Agreement (Eldorado Gold Corp /Fi)
Evidence of Debt. (a) Each Lender shall maintain in accordance with its usual practice an account or accounts evidencing the indebtedness of the Company Borrower to such Lender resulting from each Advance owing to 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 hereunder in respect of Advances. The Company agrees that upon request of any Lender to the Company (with a copy of such notice to the Administrative Agent) that such Lender receive a Note to evidence (whether for purposes of pledge, enforcement or otherwise) the Advances owing to, or to be made by, such Lender, the Company shall promptly execute and deliver to such Lender a Note payable to such Lender in a principal amount up to the Commitment of such Lenderhereunder.
(b) The Register maintained by the Administrative Agent pursuant to Section 9.06(c) shall include a control account, and a subsidiary account for each Lender, maintain accounts in which accounts (taken together) it shall be recorded record (i) the date and amount of each Borrowing Loan made hereunder, the Class and Type of Advances comprising such Borrowing and, if appropriate, thereof and the Interest Period applicable thereto, (ii) the terms of each Assignment and Acceptance delivered to and accepted by it, (iii) the amount of any principal or interest due and payable or to become due and payable from the Company Borrower to each Lender hereunder and (iviii) the amount of any sum received by the Administrative Agent from hereunder for the Company hereunder account of the Lenders and each Lender’s share thereof.
(c) Entries The entries made in good faith by the Administrative Agent in the Register accounts maintained pursuant to subsection paragraph (bd) aboveof this Section shall be, and by each Lender in its account or accounts pursuant to subsection (a) aboveabsent manifest error, shall be prima facie evidence of the amount of principal existence and interest due and payable or to become due and payable from the Company to, in the case amounts of the Register, each Lender and, in the case of such account or accounts, such Lender, under this Agreement, absent manifest errorobligations recorded therein; provided, however, provided that the failure of any Lender or the Administrative Agent or to maintain such Lender to make an entry, accounts or any finding error therein shall not in any manner affect the obligation of the Borrower to repay the Loans in accordance with the terms of this Agreement; and, provided, further that an entry is incorrectin the event of any inconsistency between the Register and any Lender’s records, the recordations in the Register shall govern.
(d) Any Lender may request that Loans made by it be evidenced by a promissory note. In such event, the Borrower shall prepare, execute and deliver to such Lender a promissory note payable to such Lender (or, if requested by such Lender, to such Lender and its registered assigns) and in a form approved by the Administrative Agent. 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 account or accounts shall not limit or otherwise affect the obligations of the Company under this Agreementform.
Appears in 2 contracts
Samples: Debtor in Possession Credit Agreement (Tuesday Morning Corp/De), Commitment Letter (Tuesday Morning Corp/De)
Evidence of Debt. (a) Each Domestic Lender shall maintain in accordance with its usual practice an account or accounts evidencing the indebtedness of the Company to such Domestic Lender resulting from each Advance owing to Domestic Term Loan of such Domestic Lender from time to time, including the amounts of principal and interest payable and paid to such Domestic Lender from time to time hereunder in respect of Advances. The Company agrees that upon request of any Lender to the Company (with a copy of such notice to the Administrative Agent) that such Lender receive a Note to evidence (whether for purposes of pledge, enforcement or otherwise) the Advances owing to, or to be made by, such Lender, the Company shall promptly execute and deliver to such Lender a Note payable to such Lender in a principal amount up to the Commitment of such Lenderunder this Agreement.
(b) The Agent shall maintain the Register maintained by the Administrative Agent pursuant to Section 9.06(c) shall include a control accountsubsection 18.6(d), and a subsidiary account subaccount therein for each Domestic Lender, in which accounts (taken together) shall be recorded (i) the date and amount of each Borrowing Domestic Term Loan made hereunder, the Type of Advances comprising such Borrowing and, if appropriate, the hereunder and each Interest Period (if any) applicable thereto, (ii) the terms of each Assignment and Acceptance delivered to and accepted by it, (iii) the amount of any principal or interest due and payable or to become due and payable from the Company to each Domestic Lender hereunder under the Domestic Term Loans and (iviii) the amount of any sum received by the Administrative Agent from the Company hereunder in respect of principal of or interest on the Domestic Term Loans, and the amount of each Domestic Lender’s 's share thereof.
(c) Entries The entries made in good faith by the Administrative Agent in the Register and the accounts of each Domestic Lender maintained pursuant to subsection (b2.4(a) aboveshall, and to the extent permitted by each Lender in its account or accounts pursuant to subsection (a) aboveapplicable law, shall be prima facie evidence of the amount existence and amounts of principal and interest due and payable or to become due and payable from the obligations of the Company to, in the case of the Register, each Lender and, in the case of such account or accounts, such Lender, under this Agreement, absent manifest errortherein recorded; provided, however, that the failure of any Domestic Lender or the Administrative Agent to maintain the Register or any such Lender to make an entryaccount, or any finding that an entry is incorrecterror therein, in the Register or such account or accounts shall not limit or otherwise in any manner affect the obligations obligation of the Company under to repay (with applicable interest) the Domestic Term Loan made to the Company by such Domestic Lender in accordance with the terms of this Agreement.
(d) The Company agrees that, upon the request to the Agent by any Domestic Lender, the Company will execute and deliver to such Domestic Lender a promissory note of the Company evidencing the Domestic Term Loan of such Domestic Lender, substantially in the form of Exhibit A-1, with appropriate insertions as to date and principal amount (a "Domestic Term Loan Note").
Appears in 2 contracts
Samples: Credit and Guarantee Agreement (Remington Products Co LLC), Credit and Guarantee Agreement (Remington Products Co LLC)
Evidence of Debt. (a) Each Lender shall maintain in accordance with its usual practice an account or accounts evidencing the indebtedness of the Company each Borrower to such Lender resulting from each Advance owing to Loan made, and each Foreign Credit Instrument issued, by such Lender from time to timeLender, including the amounts of principal and interest payable and paid to such Lender from time to time hereunder in respect of Advances. The Company agrees that upon request of any Lender to the Company (with a copy of such notice to the Administrative Agent) that such Lender receive a Note to evidence (whether for purposes of pledge, enforcement or otherwise) the Advances owing to, or to be made by, such Lender, the Company shall promptly execute and deliver to such Lender a Note payable to such Lender in a principal amount up to the Commitment of such Lenderhereunder.
(b) The Administrative Agent, on behalf of the Borrowers, shall maintain the Register maintained by the Administrative Agent pursuant to Section 9.06(c9.4(c) shall include a control account, and a subsidiary account subaccount for each Lender, Lender in which accounts (taken together) it shall be recorded record (i) the date and amount of each Borrowing Loan made hereunderhereunder (whether or not evidenced by a promissory note), the Class and Type of Advances comprising such Borrowing and, if appropriate, thereof and the Interest Period applicable thereto, (ii) the terms of each Assignment and Acceptance delivered to and accepted by it, (iii) the amount of any principal or and/or interest due and payable or to become due and payable from the Company each Borrower to each Lender hereunder and (iviii) the amount of any sum received by the Administrative Agent from hereunder for the Company hereunder account of the Lenders and each Lender’s share thereof. The Foreign Trade Facility Agent shall maintain records in which it shall record all relevant details about each Foreign Credit Instrument issued hereunder and, upon the request of the Administrative Agent, the Foreign Trade Facility Agent shall make such records (or copies thereof) available to the Administrative Agent.
(c) Entries The entries made in good faith by the Administrative Agent in the Register accounts maintained pursuant to subsection paragraph (a) or (b) above, and by each Lender in its account or accounts pursuant to subsection (a) above, of this Section shall be prima facie evidence of the amount existence and amounts of principal the obligations recorded therein; provided that the failure of any Lender or any Agent to maintain such accounts or any error therein shall not in any manner affect the obligation of any Borrower to repay the Loans in accordance with the terms of this Agreement.
(d) Upon the request of any Lender made through the Administrative Agent, the Parent Borrower shall execute and interest due and payable deliver to such Lender (through the Administrative Agent) a promissory note, which shall evidence such Lender’s Loans in addition to such accounts or to become due and payable from the Company to, records. Each such promissory note shall (i) in the case of Domestic Revolving Loans, be in the Registerform of Exhibit J (a “Domestic Revolving Note”), each Lender and, (ii) in the case of such account or accountsGlobal Revolving Loans, such Lender, under this Agreement, absent manifest error; provided, however, that the failure of the Administrative Agent or such Lender to make an entry, or any finding that an entry is incorrect, be in the Register or such account or accounts shall not limit or otherwise affect form of Exhibit K (a “Global Revolving Note”), (iii) in the obligations case of Swingline Loans, be in the Company under this Agreementform of Exhibit L (a “Swingline Note”), and (iv) in the case of Term Loans, be in the form of Exhibit M (a “Term Note”). Each Lender may attach schedules to its Note and endorse thereon the date, Type (if applicable), amount, currency and maturity of its Loans and payments with respect thereto.
Appears in 2 contracts
Samples: Credit Agreement (SPX Corp), Credit Agreement (SPX Corp)
Evidence of Debt. (a) Each Lender Bank shall maintain in accordance with its usual practice an account or accounts evidencing the indebtedness of the Company Borrowers and any Additional Borrower to such Lender Bank resulting from each Advance owing to the Loans of such Lender Bank from time to time, including the amounts of principal and interest payable and paid to such Lender Bank from time to time hereunder in respect of Advances. The Company agrees that upon request of any Lender to the Company (with a copy of such notice to the Administrative Agent) that such Lender receive a Note to evidence (whether for purposes of pledge, enforcement or otherwise) the Advances owing to, or to be made by, such Lender, the Company shall promptly execute and deliver to such Lender a Note payable to such Lender in a principal amount up to the Commitment of such Lenderunder this Agreement.
(b) The Register maintained by the Administrative Agent shall maintain the Register pursuant to Section 9.06(c) shall include a control account9.6(g), and a subsidiary account subaccount therein for each LenderBank, in which accounts (taken together) shall be recorded (i) the date and amount of each Borrowing Loan made hereunder, the Type of Advances comprising such Borrowing and, if appropriate, the hereunder and each Interest Period applicable thereto, (ii) the terms of each Assignment and Acceptance delivered to and accepted by it, (iii) the amount of any principal or interest due and payable or to become due and payable from the Company Borrowers and any Additional Borrower to each Lender Bank hereunder and (iviii) both the amount of any sum received by the Administrative Agent hereunder from the Company hereunder Borrowers and any Additional Borrower and each LenderBank’s share thereof.
(c) Entries The entries made in good faith by the Administrative Agent in the Register and the accounts of each Bank maintained pursuant to subsection (bSection 2.5(b) aboveshall, and to the extent permitted by each Lender in its account or accounts pursuant to subsection (a) aboveapplicable law, shall be prima facie evidence of the amount of principal existence and interest due and payable or to become due and payable from the Company to, in the case amounts of the Register, each Lender and, in obligations of the case of such account or accounts, such Lender, under this Agreement, absent manifest errorBorrowers and any Additional Borrower therein recorded; provided, however, that the failure of any Bank or the Administrative Agent to maintain the Register or any such Lender to make an entryaccount, or any finding that an entry is incorrecterror therein, shall not in any manner affect the Register obligation of the Borrowers or any Additional Borrower to repay (with applicable interest) any Loans made to the Borrowers or such account or accounts shall not limit or otherwise affect Additional Borrower by such Bank in accordance with the obligations terms of the Company under this Agreement.
(d) Each Borrower and each Additional Borrower agree that, upon the request to the Administrative Agent by any Bank, such Borrower or such Additional Borrower will execute and deliver to such Bank a single Note of such Borrower or such Additional Borrower, as the case may be, evidencing any Loans of such Bank.
Appears in 2 contracts
Samples: Credit Agreement (Trane Technologies PLC), Credit Agreement (Ingersoll-Rand PLC)
Evidence of Debt. (a) Each Lender shall maintain in accordance with its usual practice an account or accounts evidencing the indebtedness of the Company Borrower to such Lender resulting from each Advance the Advances owing to such Lender from time to time, including the amounts of principal and interest payable and paid to such Lender from time to time hereunder in respect of Advanceshereunder. The Company Borrower agrees that upon request of notice by any Lender to the Company Borrower (with a copy of such notice to the Administrative Agent) to the effect that a promissory note or other evidence of indebtedness is required or appropriate in order for such Lender receive a Note to evidence (whether for purposes of pledge, enforcement or otherwise) the Advances owing to, or to be made by, such Lender, the Company Borrower shall promptly execute and deliver to such Lender Lender, with a Note copy to the Administrative Agent, a Note, in substantially the form of Exhibit C hereto, payable to the order of such Lender in a principal amount up equal to the Commitment of Advances owing to, or to be made by, such Lender. All references to Notes in the Financing Documents shall mean Notes, if any, issued hereunder.
(b) The Register maintained by the Administrative Agent pursuant to Section 9.06(c8.07(d) shall include a control account, and a subsidiary account for each Lender, in which accounts (taken together) shall be recorded (i) the date and amount of each Borrowing Advance made hereunder (or deemed to be made hereunder), whether such Advance bears interest at the Type of Advances comprising such Borrowing Base Rate or the Eurodollar Rate, and, if appropriate, the Interest Period applicable thereto, ; (ii) the terms of each Assignment and Acceptance Assumption delivered to and accepted by it, ; (iii) the amount of any principal or interest due and payable or to become due and payable from the Company Borrower to each Lender hereunder Lender; and (iv) the amount of any sum sums received by the Administrative Agent from the Company Borrower hereunder and each Lender’s share thereof.
(c) Entries made in good faith by the Administrative Agent in the Register pursuant to subsection (b) above, and by each Lender in its account or accounts pursuant to subsection (a) above, shall be prima facie evidence of the amount of principal and interest due and payable or to become due and payable from the Company Borrower to, in the case of the Register, each Lender and, in the case of such account or accounts, such Lender, under this Agreement, absent manifest error; provided, however, that the failure of the Administrative Agent or such Lender to make an entry, or any finding that an entry is incorrect, in the Register or such account or accounts shall not limit or otherwise affect the obligations of the Company Borrower under this Agreement.
Appears in 2 contracts
Samples: Credit Agreement (Allegheny Energy Supply Co LLC), Credit Agreement (Allegheny Energy Supply Co LLC)
Evidence of Debt. (a) Each Lender shall maintain in accordance with its usual practice an account or accounts evidencing the indebtedness of the Company each Borrower to such Lender resulting from each Advance owing to such Lender from time to time, including the amounts of principal and interest payable and paid to such Lender from time to time hereunder in respect of Advanceshereunder. The Company agrees that upon request of any Lender to the Company (with a copy of such notice to the Administrative Agent) that such Lender receive a Note to evidence (whether for purposes of pledge, enforcement or otherwise) the Advances owing to, or to be made by, such Lender, the Company shall promptly execute and deliver to such Lender a Note payable to such Lender in a principal amount up to the Commitment of such Lender.
(b) The Register maintained by the Administrative Agent pursuant to Section 9.06(c) shall include a control account, and a subsidiary account for each Lender, also maintain accounts in which accounts (taken together) shall be recorded it will record (i) the date and amount of each Borrowing Advance made hereunder, the Type of Advances comprising such Borrowing and, if appropriate, the Interest Period applicable thereto, (ii) the terms of each Assignment and Acceptance delivered to and accepted by it, (iii) the amount of any principal or interest due and payable or to become due and payable from the Company each Borrower to each Lender hereunder hereunder, and (iviii) the amount of any sum received by the Administrative Agent hereunder from the Company hereunder each Borrower and each Lender’s share Applicable Percentage thereof.
(cb) Entries made in good faith by the Administrative Agent The entries maintained in the Register accounts maintained pursuant to subsection (bSection 2.13(a) above, and by each Lender in its account or accounts pursuant to subsection (a) above, shall be prima facie evidence of the amount of principal existence and interest due and payable or to become due and payable from the Company to, in the case amounts of the Register, each Lender and, in the case of such account or accounts, such Lender, under this Agreement, absent manifest errorobligations therein recorded; provided, however, provided that the failure of the any Lender or Administrative Agent to maintain such accounts or any error therein shall not in any manner affect the obligation of Borrowers to repay such obligations in accordance with their terms.
(c) No promissory note shall be required to evidence the Advances by any Lender to Borrowers. Upon the request of any Lender, Borrowers shall prepare, execute and deliver to such Lender a promissory note, payable to make an entrysuch Lender and its registered assigns and in a form approved by such Lender, which shall evidence the Advances to Borrowers by such Lender in addition to such records. Thereafter, the Advances evidenced by such promissory note and interest thereon shall at all times be represented by one or any finding that an entry is incorrect, more promissory notes in such form payable to the Register or such account or accounts shall not limit or otherwise affect the obligations of the Company under this Agreementpayee named therein and its registered assigns.
Appears in 2 contracts
Samples: Margin Loan Agreement (Cannae Holdings, Inc.), Margin Loan Agreement (Cannae Holdings, Inc.)
Evidence of Debt. (a) Each Lender shall maintain in accordance with its usual practice an account or accounts evidencing the indebtedness Indebtedness of the Company each Borrower to such Lender resulting from each Advance owing to Loan of such Lender from time to time, including the amounts of principal and interest payable and paid to such Lender from time to time hereunder in respect of Advances. The Company agrees that upon request of any Lender to the Company (with a copy of such notice to the Administrative Agent) that such Lender receive a Note to evidence (whether for purposes of pledge, enforcement or otherwise) the Advances owing to, or to be made by, such Lender, the Company shall promptly execute and deliver to such Lender a Note payable to such Lender in a principal amount up to the Commitment of such Lenderunder this Agreement.
(b) The Register maintained by the Administrative Agent pursuant to Section 9.06(c) shall include a control account, and a subsidiary account for each Lender, maintain accounts in accordance with its usual practice in which accounts (taken together) it shall be recorded record (i) the date and amount of each Borrowing Loan made hereunder, the Type of Advances comprising such Borrowing and, if appropriatea Eurodollar Rate Loan, the Interest Period applicable thereto, (ii) the terms of each Assignment and Acceptance delivered to and accepted by it, (iii) the amount of any principal or interest due and payable or to become due and payable from the Company by any Borrower to each Lender hereunder and (iviii) the amount of any sum received by the Administrative Agent hereunder from the Company hereunder any Borrower and each Lender’s 's share thereof, if applicable.
(c) Entries The entries made in good faith by the Administrative Agent in the Register accounts maintained pursuant to subsection clauses (a) and (b) aboveabove shall, and to the extent permitted by each Lender in its account or accounts pursuant to subsection (a) aboveapplicable law, shall be prima facie evidence of the amount of principal existence and interest due and payable or to become due and payable from the Company to, in the case amounts of the Register, each Lender and, in the case of such account or accounts, such Lender, under this Agreement, absent manifest errorobligations recorded therein; provided, however, that the failure of any Lender or the Administrative Agent or to maintain such Lender to make an entry, accounts or any finding that an entry is incorrect, in the Register or such account or accounts error therein shall not limit or otherwise in any manner affect the obligations of any Borrower to repay the Company under this Loans in accordance with their terms.
(d) Notwithstanding any other provision of the Agreement, in the event that any Lender requests that a Borrower execute and deliver a promissory note or notes payable to such Lender in order to evidence the Indebtedness owing to such Lender by such Borrower hereunder, such Borrower shall promptly execute and deliver a Revolving Credit Note or Revolving Credit Notes to such Lender evidencing any Revolving Loans of such Lender, substantially in the form of Exhibit B (Form of Revolving Credit Note).
Appears in 2 contracts
Samples: Credit Agreement (Suntek Corp), Credit Agreement (Suntron Corp)
Evidence of Debt. (a) Each Lender shall maintain in accordance with its usual practice an account or accounts evidencing the indebtedness Indebtedness of the Company Borrowers to such Lender resulting from each Advance owing to Loan of such Lender from time to time, including the amounts of principal and interest payable and paid to such Lender from time to time hereunder in respect of Advances. The Company agrees that upon request of any Lender to the Company (with a copy of such notice to the Administrative Agent) that such Lender receive a Note to evidence (whether for purposes of pledge, enforcement or otherwise) the Advances owing to, or to be made by, such Lender, the Company shall promptly execute and deliver to such Lender a Note payable to such Lender in a principal amount up to the Commitment of such Lenderunder this Agreement.
(b) The Register maintained by the Administrative Agent pursuant to Section 9.06(c) shall include a control account, and a subsidiary account for each Lender, maintain accounts in accordance with its usual practice in which accounts (taken together) it shall be recorded record (i) the date and amount of each Borrowing Loan made hereunder, the Type of Advances comprising such Borrowing and, if appropriatea Eurodollar Rate Loan, the Interest Period applicable thereto, (ii) the terms of each Assignment and Acceptance delivered to and accepted by it, (iii) the amount of any principal or interest due and payable or to become due and payable from by the Company Borrowers to each Lender hereunder and (iviii) the amount of any sum received by the Administrative Agent hereunder from the Company hereunder Borrowers, whether such sum constitutes principal or interest, fees, expenses or other amounts due under the Loan Documents and each Lender’s share Ratable Portion thereof, if applicable.
(c) Entries The entries made in good faith by the Administrative Agent in the Register accounts maintained pursuant to subsection clauses (a) and (b) aboveof this Section 2.7 shall, and to the extent permitted by each Lender in its account or accounts pursuant to subsection (a) aboveapplicable law, shall be prima facie evidence of the amount of principal existence and interest due and payable or to become due and payable from the Company to, in the case amounts of the Register, each Lender and, in the case of such account or accounts, such Lender, under this Agreement, absent manifest errorobligations recorded therein; provided, however, that the failure of any Lender or the Administrative Agent or to maintain such Lender to make an entry, accounts or any finding that an entry is incorrect, in the Register or such account or accounts error therein shall not limit or otherwise in any manner affect the obligations of the Company under this Borrowers to repay the Loans in accordance with their terms.
(d) Notwithstanding any other provision of the Agreement., in the event that any Lender requests that the Borrowers execute and deliver a promissory note or notes payable to such Lender in order to evidence the Indebtedness owing to such Lender by the Borrowers hereunder, the Borrowers will promptly execute and deliver a Revolving Credit Note or Revolving Credit Notes to such Lender evidencing any Revolving Loans of such Lender, substantially in the form of Exhibit C.
Appears in 2 contracts
Samples: Amendment Agreement (Tousa Inc), Credit Agreement (Technical Olympic Usa Inc)
Evidence of Debt. (a) Each Domestic Lender shall maintain in accordance with its usual practice an account or accounts evidencing the indebtedness of the Company to such Domestic Lender resulting from each Advance owing to Domestic Revolving Credit Loan of such Domestic Lender from time to time, including the amounts of principal and interest payable and paid to such Domestic Lender from time to time hereunder in respect of Advances. The Company agrees that upon request of any Lender to the Company (with a copy of such notice to the Administrative Agent) that such Lender receive a Note to evidence (whether for purposes of pledge, enforcement or otherwise) the Advances owing to, or to be made by, such Lender, the Company shall promptly execute and deliver to such Lender a Note payable to such Lender in a principal amount up to the Commitment of such Lenderunder this Agreement.
(b) The Agent shall maintain the Register maintained by the Administrative Agent pursuant to Section 9.06(c) shall include a control accountsubsection 18.6(d), and a subsidiary account subaccount therein for each Domestic Lender, in which accounts (taken together) shall be recorded (i) the date and amount of each Borrowing Domestic Revolving Credit Loan made hereunder, the Type of Advances comprising such Borrowing and, if appropriate, the hereunder and each Interest Period (if any) applicable thereto, (ii) the terms of each Assignment and Acceptance delivered to and accepted by it, (iii) the amount of any principal or interest due and payable or to become due and payable from the Company to each Domestic Lender hereunder under Domestic Revolving Credit Loans and (iviii) the amount of any sum received by the Administrative Agent from the Company hereunder in respect of principal of or interest on the Domestic Revolving Credit Loans, and the amount of each Domestic Lender’s 's share thereof.
(c) Entries The entries made in good faith by the Administrative Agent in the Register and the accounts of each Domestic Lender maintained pursuant to subsection (b3.4(a) aboveshall, and to the extent permitted by each Lender in its account or accounts pursuant to subsection (a) aboveapplicable law, shall be prima facie evidence of the amount existence and amounts of principal and interest due and payable or to become due and payable from the obligations of the Company to, in the case of the Register, each Lender and, in the case of such account or accounts, such Lender, under this Agreement, absent manifest errortherein recorded; provided, however, that the failure of any Domestic Lender or the Administrative Agent to maintain the Register or any such Lender to make an entryaccount, or any finding that an entry is incorrecterror therein, in the Register or such account or accounts shall not limit or otherwise in any manner affect the obligations obligation of the Company under to repay (with applicable interest) the Domestic Revolving Credit Loans made to the Company by such Domestic Lender in accordance with the terms of this Agreement.
(d) The Company agrees that, upon the request to the Agent by any Domestic Lender, the Company will execute and deliver to such Domestic Lender a promissory note of the Company evidencing the Domestic Revolving Credit Loans of such Domestic Lender, substantially in the form of Exhibit A-2, with appropriate insertions as to date and principal amount (a "Domestic Revolving Credit Note").
Appears in 2 contracts
Samples: Credit and Guarantee Agreement (Remington Products Co LLC), Credit and Guarantee Agreement (Remington Products Co LLC)
Evidence of Debt. (a) Each Lender shall maintain in accordance with its usual practice an account or accounts (a "Loan Account") evidencing the indebtedness of the Company to such Lender resulting from each Advance Borrowers owing to such Lender hereunder from time to time, including the amounts of principal and interest payable and paid to such Lender from time to time hereunder in respect of Advances. The Company agrees that upon request of any Lender to the Company (with a copy of such notice to the Administrative Agent) that such Lender receive a Note to evidence (whether for purposes of pledge, enforcement or otherwise) the Advances owing to, or to be made by, such Lender, the Company shall promptly execute and deliver to such Lender a Note payable to such Lender in a principal amount up to the Commitment of such Lenderhereunder.
(b) The Register maintained by the Administrative Agent pursuant to Section 9.06(c14.3(c) shall include a control account, and a subsidiary account for each Lender, in which accounts (taken together) shall be recorded reflect (i) the date and the amount of each Borrowing Loan made hereunder, the Type of Advances comprising such Borrowing andthereof and the Interest Period, if appropriateany, the Interest Period applicable thereto, (ii) the terms of each Assignment and Acceptance delivered to and accepted by it, (iii) the amount of any principal or interest due and payable or to become due and payable from the Company Borrowers to each Lender hereunder hereunder, (iii) the effective date and amount of each Assignment Agreement delivered to and accepted by it and the parties thereto pursuant to Section 14.3, (iv) the amount of any sum received by the Administrative Agent from hereunder for the Company hereunder account of the Lenders and each Lender’s 's share thereof, and (v) all other appropriate debits and credits as provided in this Agreement, including, without limitation, all fees, charges, expenses and interest.
(c) Entries The entries made in good faith by the Administrative Agent in Loan Account, the Register and the other accounts maintained pursuant to subsection subsections (a) or (b) above, and by each Lender in its account or accounts pursuant to subsection (a) above, of this Section shall be prima facie evidence of the amount of principal and interest due and payable or to become due and payable from the Company to, in the case of the Register, each Lender and, in the case of such account or accounts, such Lender, under this Agreementpresumptively correct for all purposes, absent manifest error; provided, however, provided that the failure of any Lender or the Administrative Agent or to maintain such Lender to make an entry, accounts or any finding that an entry is incorrect, in the Register or such account or accounts error therein shall not limit or otherwise in any manner affect the obligations obligation of the Company under Borrowers to repay the Obligations in accordance with the terms of this Agreement.
(d) Any Lender may request that the Revolving Loans or the Term Loans made by it each be evidenced by a promissory note in substantially the forms of Exhibit H-1, or Exhibit H-2, respectively, to evidence such Lender's Revolving Loans or Term Loans, as applicable. In such event, the applicable Borrower shall promptly prepare, execute and deliver to such Lender a promissory note for such Loans payable to the order of such Lender and in a form approved by the Administrative Agent and consistent with the terms of this Agreement. Thereafter, the Loans evidenced by such promissory note and interest thereon shall at all times (including after assignment pursuant to Section 14.3) be represented by one or more promissory notes in such form payable to the order of the payee named therein.
Appears in 2 contracts
Samples: Credit Agreement (Trimble Navigation LTD /Ca/), Credit Agreement (Trimble Navigation LTD /Ca/)
Evidence of Debt. (a) Each Lender shall maintain in accordance with its usual practice an account or accounts evidencing the indebtedness of the Company Borrower to such Lender resulting from each Advance owing to the Loans of such Lender from time to timeLender, including the amounts of principal and interest payable and paid to such Lender from time to time hereunder in respect of Advances. The Company agrees that upon request of any Lender to the Company (with a copy of such notice to the Administrative Agent) that such Lender receive a Note to evidence (whether for purposes of pledge, enforcement or otherwise) the Advances owing to, or to be made by, such Lender, the Company shall promptly execute and deliver to such Lender a Note payable to such Lender in a principal amount up to the Commitment of such Lenderunder this Agreement.
(b) The Register maintained by the Administrative Agent shall maintain the Register pursuant to Section 9.06(c) shall include a control accountsubsection 11.6(d), and a subsidiary account subaccount therein for each Lender, in which accounts (taken together) shall be recorded (i) the date and amount of each Borrowing Loan made hereunder, the Type of Advances comprising such Borrowing and, if appropriate, the thereof and each Interest Period (if any) applicable thereto, (ii) the terms of each Assignment and Acceptance delivered to and accepted by it, (iii) the amount of any principal or interest due and payable or to become due and payable from the Company Borrower to each Lender hereunder and (iviii) both the amount of any sum received by the Administrative Agent hereunder from the Company hereunder Borrower and each Lender’s 's share thereof.
(c) Entries The entries made in good faith by the Administrative Agent in the Register and the accounts of each Lender maintained pursuant to subsection (b4.13(a) aboveshall, and to the extent permitted by each Lender in its account or accounts pursuant to subsection (a) aboveapplicable law, shall be prima facie evidence of the existence and amounts of the obligations of the Borrower therein recorded; provided, that the failure of any Lender or the Administrative Agent to maintain the Register or any such account, or any error therein, shall not in any manner affect the obligation of the Borrower to repay (with applicable interest) the Loans in accordance with the terms of this Agreement.
(d) The Borrower agrees that, upon the request to the Administrative Agent by any Lender, the Borrower will execute and deliver to such Lender a promissory note of the Borrower evidencing the Revolving Loans of such Lender, substantially in the form of Exhibit C-1 (each, "Revolving Credit Note"), payable to the order of such Lender. Each Lender is hereby authorized to record the date, Type and amount of each Revolving Loan of such Lender, the date and amount of each payment or prepayment of principal and interest due and payable or to become due and payable from the Company to, in the case of the Registerthereof, each Lender continuation of all or a portion thereof as the same Type, each conversion of all or a portion thereof to another Type and, in the case of Eurodollar Loans, the length of each Interest Period and Eurodollar Rate with respect thereto, on the schedule (or any continuation of the schedule) annexed to and constituting a part of its Revolving Credit Note, as the case may be, and any such account or accountsrecordation shall, such Lenderto the extent permitted by applicable law, under this Agreementconstitute prima facie evidence of the accuracy of the information so recorded, absent manifest error; provided, however, provided that the failure to make any such recordation (or any error therein) shall not affect the obligation of the Borrower to repay (with applicable interest) the Revolving Loans in accordance with the terms of this Agreement.
(e) The Borrower agrees that, upon the request to the Administrative Agent by any Term Loan Lender, the Borrower will execute and deliver to such Term Loan Lender a promissory note of the Borrower evidencing the Term Loan of such Term Loan Lender, substantially in the form of Exhibit C-2 (a "Term Note"), payable to the order of such Term Loan Lender and in a principal amount equal to, the outstanding Term Loan of such Term Loan Lender. Each Term Loan Lender is hereby authorized to record the date, Type and amount of the Term Loan of such Term Loan Lender, the date and amount of each payment or such Lender prepayment of principal thereof, each continuation of all or portion thereof as the same Type, each conversion of all or a portion thereof to make an entry, or any finding that an entry is incorrectanother Type and, in the Register case of Eurodollar Loans, the length of each Interest Period and Eurodollar Rate with respect thereto, on the schedule (or any continuation of the schedule) annexed to and constituting a part of its Term Note, as the case may be, and any such account recordation shall, to the extent permitted by applicable law, constitute prima facie evidence of the accuracy of the information so recorded, provided that the failure to make any such recordation (or accounts any error therein) shall not limit or otherwise affect the obligations obligation of the Company under Borrower to repay (with applicable interest) the Term Loans in accordance with the terms of this Agreement.
(f) The Borrower agrees that, upon the request to the Administrative Agent by any Swing Line Lender, the Borrower will execute and deliver to such Swing Line Lender a promissory note of the Borrower evidencing the Swing Line Loans of such Swing Line Lender, substantially in the form of Exhibit D (a "Swing Line Note"), payable to the order of such Swing Line Lender and in a principal amount equal to the Swing Line Commitment. Each Swing Line Lender is hereby authorized to record the date and amount of each Swing Line Loan made by it and the date and amount of each payment or prepayment of principal thereof on the schedule (or any continuation of the schedule) annexed to and constituting a part of its Swing Line Note, as the case may be, and any such recordation shall, to the extent permitted by applicable law, constitute prima facie evidence of the accuracy of the information so recorded, provided that the failure to make any such recordation (or any error therein) shall not affect the obligation of the Borrower to repay (with applicable interest) the Swing Line Loans in accordance with the terms of this Agreement.
Appears in 2 contracts
Samples: Post Petition Credit Agreement (Service Merchandise Co Inc), Credit Agreement (Service Merchandise Co Inc)
Evidence of Debt. (a) Each Lender shall maintain in accordance with its usual practice an account or accounts evidencing the indebtedness of the Company Borrower to such Lender resulting from each Advance owing to such Lender from time to time, including the amounts of principal and interest payable and paid to such Lender from time to time hereunder in respect of Advances. The Company agrees that upon request of any Lender to the Company (with a copy of such notice to the Administrative Agent) that such Lender receive a Note to evidence (whether for purposes of pledge, enforcement or otherwise) the Advances owing to, or to be made by, such Lender, the Company shall promptly execute and deliver to such Lender a Note payable to such Lender in a principal amount up to the Commitment of such Lenderhereunder.
(b) The Register maintained by the Administrative Agent pursuant to Section 9.06(c8.07(c) shall include a control account, and a subsidiary account for each Lender, in which accounts (taken together) shall be recorded (i) the date date, amount and amount tenor, as applicable, of each Borrowing made hereunderBorrowing, the Type of Advances comprising such Borrowing and, if appropriate, and the Interest Period applicable thereto, (ii) the terms of each Assignment and Acceptance delivered to and accepted by it, (iii) the amount of any principal or interest due and payable or to become due and payable from the Company Borrower to each Lender hereunder hereunder, and (iv) the amount of any sum received by the Administrative Agent from the Company Borrower hereunder and each Lender’s 's share thereof.
(c) Entries The entries made in good faith by the Administrative Agent in the Register pursuant to subsection (b) above, and by each Lender in its account or accounts pursuant to subsection (a) above, shall be prima facie evidence of the amount of principal conclusive and interest due and payable or to become due and payable from the Company to, in the case of the Register, each Lender and, in the case of such account or accounts, such Lender, under this Agreementbinding for all purposes, absent manifest error; provided.
(d) If, howeverin the opinion of any Lender, that a promissory note or other evidence of debt is required, appropriate or desirable to reflect or enforce the failure indebtedness of the Administrative Agent Borrower resulting from the Advances made, or to be made, by such Lender to make an entrythe Borrower, or any finding that an entry is incorrectthen, upon request of such Lender, the Borrower shall promptly execute and deliver to such Lender a promissory note substantially in the Register form of Exhibit E, payable to the order of such Lender in an amount up to the maximum amount of Advances payable or such account or accounts shall not limit or otherwise affect to be payable by the obligations of Borrower to the Company under this AgreementLender from time to time hereunder.
Appears in 2 contracts
Samples: Revolving Credit Agreement (Hormel Foods Corp /De/), Credit Agreement (Hormel Foods Corp /De/)
Evidence of Debt. (a) Each Lender shall maintain in accordance with its usual practice an account or accounts evidencing the indebtedness of the Company Co-Borrowers to such Lender resulting from each Advance owing to Revolving Loan of such Lender from time to time, including the amounts of principal and interest payable and paid to such Lender from time to time hereunder in respect of Advances. The Company agrees that upon request of any Lender to the Company (with a copy of such notice to the Administrative Agent) that such Lender receive a Note to evidence (whether for purposes of pledge, enforcement or otherwise) the Advances owing to, or to be made by, such Lender, the Company shall promptly execute and deliver to such Lender a Note payable to such Lender in a principal amount up to the Commitment of such Lenderunder this Agreement.
(b) The Administrative Agent, on behalf of the Co-Borrowers, shall maintain the Register maintained by the Administrative Agent pursuant to Section 9.06(c) shall include a control account10.6(c), and a subsidiary account subaccount therein for each Lender, in which accounts (taken together) shall be recorded (i) the date and amount of each Borrowing Revolving Loan made hereunderhereunder and any Note evidencing such Revolving Loan, the Type of Advances comprising such Borrowing and, if appropriate, the Revolving Loan and each Interest Period applicable thereto, (ii) the terms of each Assignment and Acceptance delivered to and accepted by it, (iii) the amount of any principal or interest due and payable or to become due and payable from the Company Co-Borrowers to each Lender hereunder and (iviii) both the amount of any sum received by the Administrative Agent hereunder from the Company hereunder Co-Borrowers and each Lender’s share thereof.
(c) Entries The entries made in good faith by the Administrative Agent in the Register and the accounts of each Lender maintained pursuant to subsection (bSection 3.14(a) aboveshall, and to the extent permitted by each Lender in its account or accounts pursuant to subsection (a) aboveapplicable law, shall be prima facie evidence of the amount of principal existence and interest due and payable or to become due and payable from the Company to, in the case amounts of the Register, each Lender and, in obligations of the case of such account or accounts, such Lender, under this Agreement, absent manifest errorCo-Borrowers therein recorded; provided, however, that the failure of any Lender or the Administrative Agent to maintain the Register or any such Lender to make an entryaccount, or any finding that an entry is incorrecterror therein, in the Register or such account or accounts shall not limit or otherwise in any manner affect the obligations obligation of the Company under Co-Borrowers to repay (with applicable interest) the Revolving Loans made to the Co-Borrowers by such Lender in accordance with the terms of this Agreement.
(d) The Co-Borrowers agree that, upon the request to the Administrative Agent by any Lender, the Co-Borrowers will execute and deliver to such Lender a promissory note of the Co-Borrowers evidencing any Revolving Loan of such Lender, substantially in the form of Exhibit H, with appropriate insertions as to date and principal amount.
Appears in 2 contracts
Samples: Credit Agreement (Chesapeake Energy Corp), Credit Agreement (Chesapeake Energy Corp)
Evidence of Debt. (a) Each Bank may, by notice to the Borrower and the Administrative Agent, request that its Commitment or its Loans of a particular type be evidenced by a promissory note in the form of Exhibit F, in an amount equal to its Commitment or the aggregate unpaid principal amount of such Loans, as the case may be. In such event, the Borrower, at its costs, 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). Thereafter, the Loans evidenced by such promissory note and interest thereon shall at all times (including after assignment pursuant to Section 9.6) 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). Each such promissory note shall be in form and substance reasonably satisfactory to the requesting Bank, the Borrower and the Administrative Agent.
(b) Each Bank shall maintain in accordance with its usual practice an account or accounts evidencing the indebtedness of the Company Borrower to such Lender Bank resulting from each Advance owing to Loan made by such Lender from time to timeBank, including the amounts of principal and interest payable and paid to such Lender Bank from time to time hereunder in respect of Advances. The Company agrees that upon request of any Lender to the Company (with a copy of such notice to the Administrative Agent) that such Lender receive a Note to evidence (whether for purposes of pledge, enforcement or otherwise) the Advances owing to, or to be made by, such Lender, the Company shall promptly execute and deliver to such Lender a Note payable to such Lender in a principal amount up to the Commitment of such Lenderhereunder.
(bc) The Register maintained by the Administrative Agent pursuant to Section 9.06(c) shall include a control account, and a subsidiary account for each Lender, maintain accounts in which accounts (taken together) it shall be recorded record (i) the date and amount of each Borrowing Loan made hereunder, hereunder and the Type of Advances comprising such Borrowing and, if appropriate, type thereof and the Interest Period applicable thereto, (ii) the terms of each Assignment and Acceptance delivered to and accepted by it, (iii) the amount of any principal or interest due and payable or to become due and payable from the Company Borrower to each Lender Bank hereunder and (iviii) the amount of any sum received by the Administrative Agent from hereunder for the Company hereunder account of the Banks and each Lender’s Bank's share thereof.
(cd) Entries The entries made in good faith by the Administrative Agent in the Register accounts maintained pursuant to subsection paragraph (b) above, and by each Lender in its account or accounts pursuant to subsection (ac) above, of this Section shall be prima facie evidence of the amount of principal existence and interest due and payable or to become due and payable from the Company to, in the case amounts of the Register, each Lender and, in the case of such account or accounts, such Lender, under this Agreement, absent manifest errorobligations recorded therein; provided, however, provided that the failure of any Bank or the Administrative Agent or to maintain such Lender to make an entry, accounts or any finding that an entry is incorrect, in the Register or such account or accounts error therein shall not limit or otherwise in any manner affect the obligations obligation of the Company under Borrower to repay the Loans in accordance with the terms of this Agreement.
Appears in 2 contracts
Samples: Credit Agreement (Marsh & McLennan Companies Inc), Credit Agreement (Marsh & McLennan Companies, Inc.)
Evidence of Debt. (a) Each Supplemental Lender shall maintain in accordance with its usual practice an account or accounts evidencing the indebtedness of the Company to such Supplemental Lender resulting from each Advance owing to Secured Supplemental Loan and each Unsecured Supplemental Loan of such Supplemental Lender from time to time, including the amounts of principal and interest payable and paid to such Supplemental Lender from time to time hereunder in respect of Advances. The Company agrees that upon request of any Lender to the Company (with a copy of such notice to the Administrative Agent) that such Lender receive a Note to evidence (whether for purposes of pledge, enforcement or otherwise) the Advances owing to, or to be made by, such Lender, the Company shall promptly execute and deliver to such Lender a Note payable to such Lender in a principal amount up to the Commitment of such Lenderunder this Agreement.
(b) The Agent shall maintain the Register maintained by the Administrative Agent pursuant to Section 9.06(c) shall include a control accountsubsection 18.6(d), and a subsidiary account subaccount therein for each Supplemental Lender, in which accounts (taken together) shall be recorded (i) the date and amount of each Borrowing Secured Supplemental Loan made hereunder, the Type of Advances comprising such Borrowing and, if appropriate, the hereunder and each Interest Period (if any) applicable thereto, (ii) the terms amount of each Assignment Unsecured Supplemental Loan made hereunder and Acceptance delivered to and accepted by iteach Interest Period (if any) applicable thereto, (iii) the amount of any principal or interest due and payable or to become due and payable from the Company to each Supplemental Lender hereunder under the Supplemental Loans and (iviii) the amount of any sum received by the Administrative Agent from the Company hereunder in respect of principal of or interest on the Supplemental Loans, and the amount of each Supplemental Lender’s 's share thereof.
(c) Entries The entries made in good faith by the Administrative Agent in the Register and the accounts of each Supplemental Lender maintained pursuant to subsection (b9.4(a) aboveshall, and to the extent permitted by each Lender in its account or accounts pursuant to subsection (a) aboveapplicable law, shall be prima facie evidence of the amount existence and amounts of principal and interest due and payable or to become due and payable from the obligations of the Company to, in the case of the Register, each Lender and, in the case of such account or accounts, such Lender, under this Agreement, absent manifest errortherein recorded; provided, however, that the failure of any Supplemental Lender or the Administrative Agent to maintain the Register or any such Lender to make an entryaccount, or any finding that an entry is incorrecterror therein, in the Register or such account or accounts shall not limit or otherwise in any manner affect the obligations obligation of the Company under to repay (with applicable interest) the Supplemental Loans made to the Company by such Supplemental Lender in accordance with the terms of this Agreement.
(d) The Company agrees that, upon the request to the Agent by any Secured Supplemental Lender, the Company will execute and deliver to such Secured Supplemental Lender a promissory note of the Company evidencing the Secured Supplemental Loan of such Secured Supplemental Lender, substantially in the form of Exhibit A-5A, with appropriate insertions as to date and principal amount (a "Secured Supplemental Note").
(e) The Company agrees that, upon the request to the Agent by any Unsecured Supplemental Lender, the Company will execute and deliver to such Unsecured Supplemental Lender a promissory note of the Company evidencing the Unsecured Supplemental Loan of such Unsecured Supplemental Lender, substantially in the form of Exhibit A-5B, with appropriate insertions as to date and principal amount (an "Unsecured Supplemental Note").
Appears in 2 contracts
Samples: Credit and Guarantee Agreement (Remington Products Co LLC), Credit and Guarantee Agreement (Remington Products Co LLC)
Evidence of Debt. (a) Each Lender shall maintain in accordance with its usual practice an account or accounts evidencing the indebtedness of the Company Borrower to such Lender resulting from each Advance owing to 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 hereunder in respect of Advances. The Company agrees that upon request of any Lender to the Company (with a copy of such notice to the Administrative Agent) that such Lender receive a Note to evidence (whether for purposes of pledge, enforcement or otherwise) the Advances owing to, or to be made by, such Lender, the Company shall promptly execute and deliver to such Lender a Note payable to such Lender in a principal amount up to the Commitment of such Lenderhereunder.
(b) The Register maintained by the Administrative Agent pursuant to Section 9.06(c) shall include a control account, and a subsidiary account for each Lender, also maintain accounts in which accounts (taken together) shall be recorded it will record (i) the date and amount of each Borrowing Loan made hereunder, the Type of Advances comprising such Borrowing and, if appropriate, the Interest Period applicable thereto, (ii) the terms of each Assignment and Acceptance delivered to and accepted by it, (iii) the amount of any principal or interest due and payable or to become due and payable from the Company Borrower to each Lender hereunder hereunder, and (iviii) the amount of any sum received by the Administrative Agent hereunder from the Company hereunder Borrower and each Lender’s share thereof.
(c) Entries made in good faith by the Administrative Agent The entries maintained in the Register accounts maintained pursuant to subsection Subsections (a) and (b) above, and by each Lender in its account or accounts pursuant to subsection (a) above, above shall be prima facie evidence of the amount of principal existence and interest due and payable or to become due and payable from the Company to, in the case amounts of the Register, each Lender and, in the case of such account or accounts, such Lender, under this Agreement, absent manifest errorobligations therein recorded; provided, however, that the failure of the Administrative Agent or such any Lender to make an entry, maintain such accounts or any finding that an entry is incorrecterror therein shall not in any manner affect the obligation of Borrower to repay such obligations in accordance with their terms, and in the event of any conflict between such accounts and the Register maintained by Administrative Agent pursuant to Section 8.06(e), the entries in the Register or such account or accounts shall not limit or otherwise affect be controlling. It is the obligations intention of the Company under this Agreementparties hereto that the Loans will be treated as in “registered form” within the meaning of Sections 163(f), 871(h)(2) and 881(c)(2) of the Internal Revenue Code (and any other relevant or successor provisions of the Internal Revenue Code).
(d) No promissory note shall be required to evidence the Loans by Lenders to Borrower. Upon the request of a Lender, Borrower shall execute and deliver to such Lender a promissory note, which shall evidence the Loans to Borrower by such Lender in addition to such records.
Appears in 2 contracts
Samples: Credit Agreement (Rentech Inc /Co/), Credit Agreement (Rentech Inc /Co/)
Evidence of Debt. (a) Each Lender shall maintain in accordance with its usual practice an account or accounts evidencing the indebtedness of the Company Borrowers to such Lender resulting from each Advance Bridge Loan or Rollover Loan, as the case may be, owing to such Lender from time to time, including the amounts of principal and interest payable and paid to such Lender from time to time hereunder in respect of Advanceshereunder. The Company agrees Borrowers agree that upon request of notice by any Lender to the Company Borrowers (with a copy of such notice to the Administrative Agent) to the effect that a promissory note or other evidence of indebtedness is required or appropriate in order for such Lender receive a Note to evidence (whether for purposes of pledge, enforcement or otherwise) the Advances Bridge Loans or Rollover Loans, as the case may be, owing to, or to be made by, such Lender, the Company Borrowers shall promptly execute and deliver to such Lender Lender, with a Note copy to the Administrative Agent, a Note, in substantially the form of Exhibit A-1 or A-2 respectively, payable to the order of such Lender in a principal amount up equal to the Bridge Loan Commitment of such Lender in the case of an Initial Bridge Lender, or the Bridge Loan or Rollover Loan, as the case may be, of such Lender, otherwise. All references to Notes in the Loan Documents shall mean Notes, if any, to the extent issued hereunder.
(b) The Register maintained by the Administrative Agent pursuant to Section 9.06(c8.07(d) shall include a control account, and a subsidiary account for each Lender, in which accounts (taken together) shall be recorded (i) the date and amount of each Borrowing Loan made hereunder, the Type of Advances comprising such Borrowing and, if appropriate, the Interest Period applicable thereto, (ii) the terms of each Assignment and Acceptance delivered to and accepted by it, (iii) the amount of any principal or interest due and payable or to become due and payable from the Company Borrowers to each Lender hereunder hereunder, and (iv) the amount of any sum received by the Administrative Agent from the Company Borrowers hereunder and each Lender’s share thereof.
(c) Entries made in good faith by the Administrative Agent in the Register pursuant to subsection (b) above, and by each Lender in its account or accounts pursuant to subsection (a) above, shall be prima facie evidence of the amount of principal and interest due and payable or to become due and payable from the Company Borrowers to, in the case of the Register, each Lender and, in the case of such account or accounts, such Lender, under this Agreement, absent manifest error; provided, however, that the failure of the Administrative Agent or such Lender to make an entry, or any finding that an entry is incorrect, in the Register or such account or accounts shall not limit or otherwise affect the obligations of the Company Borrowers under this Agreement.
Appears in 2 contracts
Samples: Bridge Loan Agreement (Building Materials Manufacturing Corp), Bridge Loan Agreement (BMCA Acquisition Sub Inc.)
Evidence of Debt. (a) Each Lender shall maintain in accordance with its usual practice an account or accounts evidencing the indebtedness of the Company Borrower to such Lender resulting from each Advance owing to Revolving Loan of such Lender from time to time, including the amounts of principal and interest payable and paid to such Lender from time to time hereunder in respect of Advances. The Company agrees that upon request of any Lender to the Company (with a copy of such notice to the Administrative Agent) that such Lender receive a Note to evidence (whether for purposes of pledge, enforcement or otherwise) the Advances owing to, or to be made by, such Lender, the Company shall promptly execute and deliver to such Lender a Note payable to such Lender in a principal amount up to the Commitment of such Lenderunder this Agreement.
(b) The Administrative Agent, on behalf of the Borrower, shall maintain the Register maintained by the Administrative Agent pursuant to Section 9.06(c) shall include a control accountSECTION 10.6(C), and a subsidiary account subaccount therein for each Lender, in which accounts (taken together) shall be recorded (i) the date and amount of each Borrowing Revolving Loan made hereunderhereunder and any Note evidencing such Revolving Loan, the Type of Advances comprising such Borrowing and, if appropriate, the Revolving Loan and each Interest Period applicable thereto, (ii) the terms of each Assignment and Acceptance delivered to and accepted by it, (iii) the amount of any principal or interest due and payable or to become due and payable from the Company Borrower to each Lender hereunder and (iviii) both the amount of any sum received by the Administrative Agent hereunder from the Company hereunder Borrower and each Lender’s 's share thereof.
(c) Entries The entries made in good faith by the Administrative Agent in the Register and the accounts of each Lender maintained pursuant to subsection (bSECTION 3.14(A) aboveshall, and to the extent permitted by each Lender in its account or accounts pursuant to subsection (a) aboveapplicable law, shall be prima facie PRIMA FACIE evidence of the amount of principal existence and interest due and payable or to become due and payable from the Company to, in the case amounts of the Registerobligations of the Borrower therein recorded; PROVIDED, each Lender and, in the case of such account or accounts, such Lender, under this Agreement, absent manifest error; provided, howeverHOWEVER, that the failure of any Lender or the Administrative Agent to maintain the Register or any such Lender to make an entryaccount, or any finding that an entry is incorrecterror therein, in the Register or such account or accounts shall not limit or otherwise in any manner affect the obligations obligation of the Company under Borrower to repay (with applicable interest) the Revolving Loans made to the Borrower by such Lender in accordance with the terms of this Agreement.
(d) The Borrower agrees that, upon the request to the Administrative Agent by any Lender, the Borrower will execute and deliver to such Lender a promissory note of the Borrower evidencing any Revolving Loan of such Lender, substantially in the form of EXHIBIT H, with appropriate insertions as to date and principal amount.
Appears in 1 contract
Evidence of Debt. (a) Each Lender shall maintain in accordance with its usual practice an account or accounts evidencing the indebtedness of the Company Borrower to such Lender resulting from each Advance owing to such Lender from time to time, including the amounts of principal and interest payable and paid to such Lender from time to time hereunder in respect of Advanceshereunder. The Company Borrower agrees that upon request of notice by any Lender to the Company Borrower (with a copy of such notice to the Administrative Agent) to the effect that one or more promissory notes or other evidence of indebtedness is required or appropriate in order for such Lender receive a Note to evidence (whether for purposes of pledge, enforcement or otherwise) the Advances owing to, or to be made by, such Lender, the Company Borrower shall promptly execute and deliver to such Lender Lender, with a copy to the Administrative Agent, a Note or Notes, in substantially the form of Exhibit A-1 or Exhibit A-2 (as applicable) hereto, payable to the order of such Lender in a principal amount up equal to the Term Loan Commitment or Incremental Term Loan Commitment, respectively, of such Lender. All references to Notes in the Loan Documents shall mean Notes, if any, to the extent issued hereunder. To the extent no Note has been issued to a Lender, this Agreement shall be deemed to comprise conclusive evidence for all purposes of the indebtedness resulting from the Advances and extensions of credit hereunder.
(b) The Administrative Agent shall maintain the Register in accordance with Section 9.06(c). In the event of any conflict between the accounts and records maintained by any Lender and the Administrative Agent pursuant to Section 9.06(c) shall include a control account, and a subsidiary account for each Lender, in which accounts (taken together) shall be recorded (i) the date and amount of each Borrowing made hereunderRegister, the Type Register shall control in the absence of Advances comprising such Borrowing and, if appropriate, the Interest Period applicable thereto, (ii) the terms of each Assignment and Acceptance delivered to and accepted by it, (iii) the amount of any principal or interest due and payable or to become due and payable from the Company to each Lender hereunder and (iv) the amount of any sum received by the Administrative Agent from the Company hereunder and each Lender’s share thereof.
manifest error. (c) Entries made in good faith by the Administrative Agent in the Register pursuant to subsection (b) aboveRegister, and by each Lender in its account or accounts pursuant to subsection (a) above, shall be prima facie evidence of the amount of principal and interest due and payable or to become due and payable from the Company to, in the case of the Register, each Lender and, in the case of such account or accounts, such Lender, under this Agreement, absent manifest error; provided, however, that the failure of the Administrative Agent or such Lender to make an entry, or any finding that an entry is incorrect, in the Register or such account or accounts shall not limit or otherwise affect the obligations of the Company under this Agreement.47 26203076.0000000000.8
Appears in 1 contract
Evidence of Debt. (a) Each Lender Bank shall maintain in accordance with its usual practice an account or accounts evidencing the indebtedness of the Company Borrower to such Lender Bank resulting from each Advance owing to Loan of such Lender Bank from time to time, including the amounts of principal and interest payable and paid to such Lender Bank from time to time hereunder in respect of Advances. The Company agrees that upon request of any Lender to the Company (with a copy of such notice to the Administrative Agent) that such Lender receive a Note to evidence (whether for purposes of pledge, enforcement or otherwise) the Advances owing to, or to be made by, such Lender, the Company shall promptly execute and deliver to such Lender a Note payable to such Lender in a principal amount up to the Commitment of such Lenderunder this Agreement.
(b) The Register maintained by the Administrative Agent shall maintain the Register pursuant to Section 9.06(c) shall include a control accountsubsection 12.04(c), and a subsidiary account subaccount therein for each LenderBank, in which accounts (taken together) shall be recorded (i) the date and amount of each Borrowing Revolving Loan and Term Loan made hereunder, the Type of Advances comprising such Borrowing and, if appropriate, the thereof and each Interest Period applicable thereto, (ii) the terms of each Assignment and Acceptance delivered to and accepted by it, (iii) the amount of any principal or interest due and payable or to become due and payable from the Company Borrower to each Lender Bank hereunder and (iviii) both the amount of any sum received by the Administrative Agent hereunder from the Company hereunder Borrower and each Lender’s Bank's share thereof.
(c) Entries The entries made in good faith by the Administrative Agent in the Register and the accounts of each Bank maintained pursuant to subsection (b1.05(a) aboveshall, and to the extent permitted by each Lender in its account or accounts pursuant to subsection (a) aboveapplicable law, shall be prima facie evidence of the amount of principal existence and interest due and payable or to become due and payable from the Company to, in the case amounts of the Register, each Lender and, in obligations of the case of such account or accounts, such Lender, under this Agreement, absent manifest errorBorrower therein recorded; provided, however, that the failure of any Bank or the Administrative Agent to maintain the Register or any such Lender to make an entryaccount, or any finding that an entry is incorrecterror therein, in the Register or such account or accounts shall not limit or otherwise in any manner affect the obligations obligation of the Company under Borrower to repay (with applicable interest) the Loans made to such Borrower by such Bank in accordance with the terms of this Agreement.
(d) The Borrower agrees that, upon the request to the Administrative Agent by any Bank, the Borrower will execute and deliver to such Bank (i) a promissory note of the Borrower evidencing the Revolving Loans of such Bank, substantially in the form of Exhibit B-4 with appropriate insertions as to date and principal amount (a "Revolving Note"), (ii) a promissory note of the Borrower evidencing the A Term Loan of such Bank, substantially in the form of Exhibit B-1 with appropriate insertions as to date and principal amount (an "A-Term Note"), (iii) a promissory note of the Borrower evidencing the B Term Loan of such Bank, substantially in the form of Exhibit B-2 with appropriate insertions as to date and principal amount (a "B-Term Note"), (iv) a promissory note of the Borrower evidencing the C Term Loan of such Bank, substantially in the form of Exhibit B-3 with appropriate insertions as to date and principal (a "C-Term Note"), (v) a promissory note of the Borrower evidencing the Swingline Loan of such Bank, substantially in the form of Exhibit B-5 with appropriate insertions as to date and principal amount (a "Swingline Note").
Appears in 1 contract
Evidence of Debt. (a) Each Lender shall maintain in accordance with its usual practice an account or accounts evidencing the indebtedness of the Company Borrower to such Lender resulting from each Advance owing to Loan of such Lender from time to time, including the amounts of principal and interest payable and paid to such Lender from time to time hereunder under this Agreement.
(b) The Administrative Agent, on behalf of the Borrower (or, in respect the case of Advances. The Company agrees that upon request an assignment not required to be recorded in the Register in accordance with the provisions of any Section 11.6(d), the assigning Lender, acting solely for this purpose as a non-fiduciary agent of the Borrower), shall maintain the Register (or, in the case of an assignment not required to be recorded in the Register in accordance with the provisions of Section 11.6(d), a Related Party Register), in each case pursuant to Section 11.6(d), and a subaccount therein for each Lender, in which shall be recorded the names and addresses of the Lenders, and the Commitments of, and principal amounts (and stated interest) of the Loans and L/C Obligations owing to, each Lender pursuant to the Company terms hereof from time to time.
(with a copy of such notice c) The Borrower agrees that, upon the request to the Administrative Agent) that such Lender receive a Note to evidence (whether for purposes of pledge, enforcement or otherwise) the Advances owing to, or to be made by, such Agent by any Lender, the Company shall promptly Borrower will execute and deliver to such Lender a Note payable to such Lender in a principal amount up to promissory note of the Commitment Borrower evidencing any Term Loans or Revolving Loans, as the case may be, of such Lender, substantially in the forms of Exhibit E-1 or E-2, respectively, with appropriate insertions as to date and principal amount.
(bd) The Register maintained by On and after the Administrative Agent pursuant Initial First Amendment Effective Date, each 2016 Converting Replacement Term Loan Lender which holds a promissory note with respect to Section 9.06(c) shall include a control account, and a subsidiary account for each Lender, in which accounts (taken together) Term Loans shall be recorded (i) entitled to surrender such promissory note to the date Borrower against delivery of a new promissory note with respect to its 2016 Converted Replacement Term Loans, completed in conformity with this Section 4.14; provided that if any such promissory note is not so surrendered, then from and amount of each Borrowing made hereunderafter the Initial First Amendment Effective Date, the Type of Advances comprising such Borrowing and, if appropriate, the Interest Period applicable thereto, (ii) the terms of each Assignment and Acceptance delivered to and accepted by it, (iii) the amount of any principal or interest due and payable or to become due and payable from the Company to each Lender hereunder and (iv) the amount of any sum received by the Administrative Agent from the Company hereunder and each Lender’s share thereof.
(c) Entries made in good faith by the Administrative Agent in the Register pursuant to subsection (b) above, and by each Lender in its account or accounts pursuant to subsection (a) above, promissory note shall be prima facie deemed to evidence of the amount of principal and interest due and payable or to become due and payable from 2016 Converted Replacement Term Loans into which the Company to, in the case of the Register, each Lender and, in the case of Term Loans theretofore evidenced by such account or accounts, such Lender, under this Agreement, absent manifest error; provided, however, that the failure of the Administrative Agent or such Lender to make an entry, or any finding that an entry is incorrect, in the Register or such account or accounts shall not limit or otherwise affect the obligations of the Company under this Agreementpromissory note have been converted.
Appears in 1 contract
Evidence of Debt. (a) Each Lender shall maintain in accordance with its usual practice an account or accounts evidencing the indebtedness of the Company Borrower to such Lender resulting from each Advance owing to 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 hereunder in respect of Advances. The Company agrees that upon request of any Lender to the Company (with a copy of such notice to the Administrative Agent) that such Lender receive a Note to evidence (whether for purposes of pledge, enforcement or otherwise) the Advances owing to, or to be made by, such Lender, the Company shall promptly execute and deliver to such Lender a Note payable to such Lender in a principal amount up to the Commitment of such Lenderunder this Agreement.
(b) The Register maintained by the Administrative Agent shall maintain the Lender Register pursuant to Section 9.06(c) shall include a control accountSECTION 11.16, and a subsidiary account subaccount therein for each Lender, in which accounts (taken together) shall be recorded (i) the date and amount of each Borrowing Loan made hereunder, the Type of Advances comprising such Borrowing and, if appropriate, the and each Interest Period applicable thereto, (ii) the terms of each Assignment and Acceptance delivered to and accepted by it, (iii) the amount of any principal or interest due and payable or to become due and payable from the Company Borrower to each Lender hereunder (including the amount of any capitalized interest under SECTION 1.8(e)) and (iviii) both the amount of any sum received by the Administrative Agent hereunder from the Company hereunder Borrower and each Lender’s 's share thereof.
(c) Entries The entries made in good faith by the Administrative Agent in Lender Register and the Register accounts of each Lender maintained pursuant to subsection (bSECTION 1.6(b) aboveshall, and to the extent permitted by each Lender in its account or accounts pursuant to subsection (a) aboveapplicable law, shall be prima facie evidence of the amount of principal existence and interest due and payable or to become due and payable from the Company to, in the case amounts of the Register, each Lender and, in the case obligations of such account or accounts, such Lender, under this Agreement, absent manifest errorBorrower therein recorded; provided, however, that the failure of the Administrative Agent or such any Lender to make an entrymaintain the Lender Register or any such account, or any finding that an entry is incorrecterror therein, in the Register or such account or accounts shall not limit or otherwise in any manner affect the obligations obligation of Borrower to repay (with applicable interest) the Company under Loans of each Lender in accordance with the terms of this Agreement.
(d) With respect to each tranche of the Long-Term Loans made by each Lender prior to the Amendment Effective Date, Borrower shall, as provided in the Post-Closing Agreement, execute and deliver to Administrative Agent to hold on behalf of such Lender a promissory note of Borrower payable to such Lender substantially in the form of EXHIBIT A with appropriate insertions as to issue date, principal repayment dates, principal amount, and Applicable Margin (each, a "Term Pagare"), which promissory note shall be jointly and severally guaraxxxxx "avalado" by the Guarantors and shall be dated the date such Long-Term Loan was made or deemed made. In addition, with respect to each tranche of each Long-Term Loan made by a Lender on or after the Amendment Effective Date, Borrower shall, within 5 Business Days of the day on which such Loan is made or deemed made, execute and deliver to Administrative Agent to hold on behalf of such Lender a Term Pagare for each tranche of such Long-Term Loan, which promissory notx xxxxl be jointly and severally guaranteed "avalado" by
Appears in 1 contract
Samples: Credit Agreement (Qualcomm Inc/De)
Evidence of Debt. (a) Each Lender Bank shall maintain in accordance with its usual practice an account or accounts evidencing the indebtedness of the Company each Borrower and any Additional Borrower to such Lender Bank resulting from each Advance owing to the Loans of such Lender Bank from time to time, including the amounts of principal and interest payable and paid to such Lender Bank from time to time hereunder in respect of Advances. The Company agrees that upon request of any Lender to the Company (with a copy of such notice to the Administrative Agent) that such Lender receive a Note to evidence (whether for purposes of pledge, enforcement or otherwise) the Advances owing to, or to be made by, such Lender, the Company shall promptly execute and deliver to such Lender a Note payable to such Lender in a principal amount up to the Commitment of such Lenderunder this Agreement.
(b) The Register maintained by the Administrative Agent shall maintain the Register pursuant to Section 9.06(c) shall include a control accountsubsection 9.6(g), and a subsidiary account subaccount therein for each LenderBank, in which accounts (taken together) shall be recorded (i) the date and amount of each Borrowing Loan made hereunder, the Type of Advances comprising such Borrowing and, if appropriate, the hereunder and each Interest Period applicable thereto, (ii) the terms of each Assignment and Acceptance delivered to and accepted by it, (iii) the amount of any principal or interest due and payable or to become due and payable from the Company each Borrower and any Additional Borrower to each Lender Bank hereunder and (iviii) both the amount of any sum received by the Administrative Agent hereunder from the Company hereunder each Borrower and any Additional Borrower and each LenderBank’s share thereof.
(c) Entries The entries made in good faith by the Administrative Agent in the Register and the accounts of each Bank maintained pursuant to subsection (b2.5(b) aboveshall, and to the extent permitted by each Lender in its account or accounts pursuant to subsection (a) aboveapplicable law, shall be prima facie evidence of the amount of principal existence and interest due and payable or to become due and payable from the Company to, in the case amounts of the Register, obligations of each Lender and, in the case of such account or accounts, such Lender, under this Agreement, absent manifest errorBorrower and any Additional Borrower therein recorded; provided, however, that the failure of any Bank or the Administrative Agent to maintain the Register or any such Lender to make an entryaccount, or any finding that an entry is incorrecterror therein, shall not in any manner affect the Register obligation of each Borrower or any Additional Borrower to repay (with applicable interest) any Loans made to such Borrower or such account or accounts shall not limit or otherwise affect Additional Borrower by such Bank in accordance with the obligations terms of the Company under this Agreement.
(d) Each Borrower and each Additional Borrower agrees that, upon the request to the Administrative Agent by any Bank, such Borrower or such Additional Borrower will execute and deliver to such Bank a single Note of such Borrower or such Additional Borrower, as the case may be, evidencing any Loans of such Bank.
Appears in 1 contract
Evidence of Debt. (a) Each Lender shall maintain in accordance with its usual practice an account or accounts evidencing the indebtedness of the Company Borrowers to such Lender resulting from each Advance owing to Loan of such Lender from time to time, including the amounts of principal and interest payable and paid to such Lender from time to time hereunder in respect of Advances. The Company agrees that upon request of any Lender to the Company (with a copy of such notice to the Administrative Agent) that such Lender receive a Note to evidence (whether for purposes of pledge, enforcement or otherwise) the Advances owing to, or to be made by, such Lender, the Company shall promptly execute and deliver to such Lender a Note payable to such Lender in a principal amount up to the Commitment of such Lenderunder this Agreement.
(b) The Administrative Agent, acting solely for this purpose as a non-fiduciary agent of the Borrowers, shall maintain the Register maintained by the Administrative Agent pursuant to Section 9.06(c) shall include a control account11.6(b), and a subsidiary account subaccount therein for each Lender, in which accounts (taken together) shall be recorded (i) the date and amount of each Borrowing Loan made hereunderhereunder and any Note evidencing such Loan, the Type of Advances comprising such Borrowing and, if appropriate, the Loan and each Interest Period applicable thereto, (ii) the terms of each Assignment and Acceptance delivered to and accepted by it, (iii) the amount of any principal or interest due and payable or to become due and payable from the Company Borrowers to each Lender hereunder and (iviii) both the amount of any sum received by the Administrative Agent hereunder from the Company hereunder Borrowers and each Lender’s share thereof.
(c) Entries made in good faith by The failure of any Lender or the Administrative Agent in to maintain the Register pursuant or any such account, or any error therein, shall not in any manner affect the obligation of the Borrowers to subsection repay (bwith applicable interest) above, and the Loans made by each such Lender in its account or accounts pursuant to subsection accordance with the terms of this Agreement.
(ad) above, shall be prima facie evidence Each of the amount of principal Borrowers agrees that, upon the request to the Administrative Agent by any Lender, such Borrower will execute and interest due and payable or deliver to become due and payable from the Company to, in the case of the Register, each such Lender and, in the case a promissory note of such account or accounts, Borrower evidencing any Loans of such Lender, under this Agreement, absent manifest error; provided, however, that the failure of the Administrative Agent or such Lender to make an entry, or any finding that an entry is incorrect, substantially in the Register or such account or accounts shall not limit or otherwise affect the obligations form of the Company under this AgreementExhibit E with appropriate insertions as to date and principal amount.
Appears in 1 contract
Samples: Credit Agreement (Gogo Inc.)
Evidence of Debt. (a) Each Lender shall maintain in accordance with its usual practice an account or accounts evidencing the indebtedness of the Company Borrower to such Lender resulting from each Advance owing to such Lender from time to time, including the amounts of principal and interest payable and paid to such Lender from time to time hereunder in respect of Advanceshereunder. The Company Borrower agrees that upon request of notice by any Lender to the Company Borrower (with a copy of such notice to the Administrative Agent) to the effect that a promissory note or other evidence of indebtedness is required or appropriate in order for such Lender receive a Note to evidence (whether for purposes of pledge, enforcement or otherwise) the Advances owing to, or to be made by, such Lender, the Company Borrower shall promptly execute and deliver to such Lender Lender, with a copy to the Administrative Agent, a Note or a CAF Note, as the case may be, in substantially the form of Exhibit A or Exhibit D hereto, respectively and as the case may be, payable to the order of such Lender in a principal amount up equal to the Commitment amount of the Revolving Advance or the CAF Advance, as the case may be, of such Lender. All references to Notes or CAF Notes in the Loan Documents shall mean Notes or CAF Notes, respectively and if any, to the extent issued hereunder.
(b) The Register maintained by the Administrative Agent pursuant to Section 9.06(c8.07(c) shall include a control account, and a subsidiary account for each Lender, in which accounts (taken together) shall be recorded (i) the date and amount of each Borrowing made hereunder, the Type of Advances comprising such CERC 5-Year Revolving Credit Agreement Borrowing and, if appropriate, the Interest Period applicable thereto, (ii) the terms of each Assignment and Acceptance delivered to and accepted by it, (iii) the amount of any principal or interest due and payable or to become due and payable from the Company Borrower to each Lender hereunder hereunder, and (iv) the amount of any sum received by the Administrative Agent from the Company Borrower hereunder and each Lender’s 's share thereof.
(c) Entries made in good faith by the Administrative Agent in the Register pursuant to subsection (b) above, and by each Lender in its account or accounts pursuant to subsection (a) above, shall be prima facie evidence of the amount of principal and interest due and payable or to become due and payable from the Company Borrower to, in the case of the Register, each Lender and, in the case of such account or accounts, such Lender, under this Agreement, absent manifest error; provided, however, that the failure of the Administrative Agent or such Lender Party to make an entry, or any finding that an entry is incorrect, in the Register or such account or accounts shall not limit or otherwise affect the obligations of the Company Borrower under this Agreement.
Appears in 1 contract
Samples: Credit Agreement (Centerpoint Energy Houston Electric LLC)
Evidence of Debt. (a) Each Lender Lender, for this purpose as agent for the Borrower, shall maintain in accordance with its usual practice an account or accounts evidencing the indebtedness Debt of the Company Borrower to such Lender resulting from each Advance owing to such Lender from time to time, including the amounts of principal and interest payable and paid to such Lender from time to time hereunder in respect of Advanceshereunder. The Company Borrower agrees that upon request of notice by any Lender to the Company Borrower (with a copy of such notice to the Administrative Agent) to the effect that a promissory note or other evidence of indebtedness is required or appropriate in order for such Lender receive a Note to evidence (whether for purposes of pledge, enforcement or otherwise) the Advances owing to, or to be made by, such Lender, the Company Borrower shall promptly execute and deliver to such Lender Lender, with a copy to the Administrative Agent, a Term A Note, a Term B Note or a New Term Note, in substantially the form of Exhibit X-0, X-0 or A-3 hereto, respectively, or a comparable note in respect of Replacement Term Loans, payable to such Lender in a principal amount up equal to the Commitment applicable Term Loans of such Lender. All references to Notes in the Loan Documents shall mean Notes, if any, to the extent issued hereunder.
(ba) The Register maintained by the Administrative Agent pursuant to Section 9.06(c9.07(e) shall include a control account, and a subsidiary account for each Lender, in which accounts (taken together) shall be recorded (i) the date and amount of each Borrowing made hereunder, the Type of Advances comprising such Borrowing and, if appropriate, the Interest Period applicable thereto, (ii) the terms of each Assignment and Acceptance or Borrower Assignment and Acceptance and/or Joinder Agreement delivered to and accepted by it, (iii) the amount of any principal or interest due and payable or to become due and payable from the Company Borrower to each Lender hereunder hereunder, and (iv) the amount of any sum received by the Administrative Agent from the Company Borrower hereunder and each Lender’s share thereof.
(cb) Entries made in good faith by the Administrative Agent in the Register pursuant to subsection (b) above, and by each Lender in its account or accounts pursuant to subsection (a) above, shall be prima facie evidence of the amount of principal and interest due and payable or to become due and payable from the Company Borrower to, in the case of the Register, each Lender and, in the case of such account or accounts, such Lender, under this Agreement, absent manifest error; provided, however, that the failure of the Administrative Agent or such Lender to make an entry, or any finding that an entry is incorrect, in the Register or such account or accounts shall not limit or otherwise affect the obligations of the Company Borrower under this Agreement; provided, further, that in the event of a conflict between the Register and the accounts of any Lender, the Register shall control.
Appears in 1 contract
Evidence of Debt. (a) Each Lender shall maintain in accordance with its usual practice an account or accounts evidencing the indebtedness Indebtedness of the Company each Borrower to such Lender resulting from each Advance owing to Loan of such Lender from time to time, including the amounts of principal and interest payable and paid to such Lender from time to time hereunder in respect of Advances. The Company agrees that upon request of any Lender to the Company (with a copy of such notice to the Administrative Agent) that such Lender receive a Note to evidence (whether for purposes of pledge, enforcement or otherwise) the Advances owing to, or to be made by, such Lender, the Company shall promptly execute and deliver to such Lender a Note payable to such Lender in a principal amount up to the Commitment of such Lenderunder this Agreement.
(b) The Register maintained by the Administrative Agent pursuant to Section 9.06(c) shall include a control account, and a subsidiary account for each Lender, maintain accounts in accordance with its usual practice in which accounts (taken together) it shall be recorded record (i) the date and amount of each Borrowing Loan made hereunder, the Type of Advances comprising such Borrowing and, if appropriatea Eurodollar Rate Loan, the Interest Period applicable thereto, (ii) the terms of each Assignment and Acceptance delivered to and accepted by it, (iii) the amount of any principal or interest due and payable or to become due and payable from the Company by any Borrower to each Lender hereunder and (iviii) the amount of any sum received by the Administrative Agent hereunder from the Company hereunder any Borrower and each Lender’s share thereof, if applicable.
(c) Entries The entries made in good faith by the Administrative Agent in the Register accounts maintained pursuant to subsection clauses (a) and (b) aboveabove shall, and to the extent permitted by each Lender in its account or accounts pursuant to subsection (a) aboveapplicable law, shall be prima facie evidence of the amount of principal existence and interest due and payable or to become due and payable from the Company to, in the case amounts of the Register, each Lender and, in the case of such account or accounts, such Lender, under this Agreement, absent manifest errorobligations recorded therein; provided, however, that the failure of any Lender or the Administrative Agent or to maintain such Lender to make an entry, accounts or any finding that an entry is incorrect, in the Register or such account or accounts error therein shall not limit or otherwise in any manner affect the obligations of any Borrower to repay the Company under this Loans in accordance with their terms.
(d) Notwithstanding any other provision of the Agreement, in the event that any Lender requests that a Borrower execute and deliver a promissory note or notes payable to such Lender in order to evidence the Indebtedness owing to such Lender by such Borrower hereunder, such Borrower shall promptly execute and deliver a Revolving Credit Note or Revolving Credit Notes to such Lender evidencing any Revolving Loans of such Lender, substantially in the form of Exhibit B (Form of Revolving Credit Note).
Appears in 1 contract
Samples: Credit Agreement (Suntron Corp)
Evidence of Debt. (a) Each The Loans made pursuant to §2.1 by each Applicable Lender shall maintain be evidenced by one or more accounts or records maintained by such Lender and by the Applicable Agent in accordance with its usual practice an account the ordinary course of business. The accounts or accounts evidencing records maintained by the indebtedness Agents and each Lender shall be conclusive absent manifest error of the Company amount of the Loans made by the Lenders to such the Borrowers and the interest and payments thereon. Any failure to so record or any error in doing so shall not, however, limit or otherwise affect the obligation of any Borrower hereunder to pay any amount owing with respect to the applicable Obligations. In the event of any conflict between the accounts and records maintained by any Lender resulting from each Advance owing to such Lender from time to time, including and the amounts accounts and records of principal and interest payable and paid to such Lender from time to time hereunder the Applicable Agent in respect of Advancessuch matters, the accounts and records of the Applicable Agent shall control in the absence of manifest error. The Company agrees that upon Upon the request of any Lender to the Company (with a copy of such notice to made through the Administrative Agent) that such Lender receive a Note to evidence (whether for purposes of pledge, enforcement or otherwise) the Advances owing to, or to be made by, such Lender, the Company Applicable Borrower shall promptly execute and deliver to such Lender a Note payable to such Lender in a principal amount up to the Commitment of such Lender.
(b) The Register maintained by through the Administrative Agent pursuant to Section 9.06(cAgent) shall include a control account, and a subsidiary account for each Lender, in which accounts (taken together) shall be recorded (i) the date and amount of each Borrowing made hereunder, the Type of Advances comprising such Borrowing and, if appropriate, the Interest Period applicable thereto, (ii) the terms of each Assignment and Acceptance delivered to and accepted by it, (iii) the amount of any principal or interest due and payable or to become due and payable from the Company to each Lender hereunder and (iv) the amount of any sum received by the Administrative Agent from the Company hereunder and each Lender’s share thereof.
(c) Entries made in good faith by the Administrative Agent in the Register pursuant to subsection (b) above, and by each Lender in its account or accounts pursuant to subsection promissory note (a) above, shall be prima facie evidence of the amount of principal and interest due and payable or to become due and payable from the Company to, in the case of the RegisterDomestic Borrowers, each Lender andin substantially the form of Exhibit A-1 (each, a “Domestic Revolving Note”), (b) in the case of the European Borrower, in substantially the form of Exhibit A-2 (each, a “European Note”), (c) in the case of the Australian Borrower, in substantially the form of Exhibit A-3 (each, an “Australian Revolving Note”) and (d) in the case of the Canadian Borrower, in substantially the form of Exhibit A-4 (each, a “Canadian Revolving Note”), in each case dated as of the Restatement Effective Date (or other such account or accounts, date on which a Lender may become a party hereto in accordance with §20) and completed with appropriate insertions. Each such Note shall be payable to the order of the Applicable Lender and shall evidence such Lender, under this Agreement, absent manifest error; provided, however, that the failure of the Administrative Agent ’s applicable Loans in addition to such accounts or records. Each such Lender may attach schedules to make an entryits Note and endorse thereon the date, or any finding that an entry is incorrectType (if applicable), in the Register or such account or accounts shall not limit or otherwise affect the obligations amount and maturity of the Company under this Agreementits Loans and payments with respect thereto.
Appears in 1 contract
Evidence of Debt. (a) Each Lender shall maintain in accordance with its usual practice an account or accounts appropriate records evidencing the indebtedness of the Company Borrower to such Lender resulting from each Advance owing to Loan of such Lender from time to time, including the amounts of principal and interest payable and paid to such Lender from time to time hereunder in respect of Advancessuch Loans. The Company agrees that upon request of any Lender to the Company (with a copy of such notice to the Administrative Agent) that such Lender receive a Note to evidence (whether for purposes of pledge, enforcement or otherwise) the Advances owing to, or to be made by, such Lender, the Company shall promptly execute and deliver to such Lender a Note payable to such Lender in a principal amount up to the Commitment of such Lender.
(b) The Register maintained by the Administrative Agent shall maintain the Register pursuant to Section 9.06(c) shall include a control account10.6(f), and a subsidiary account record therein for each Lender, in which accounts (taken together) shall be recorded (i) the date and amount of each Borrowing Loan made hereunderby such Lender, the Type of Advances comprising such Borrowing and, if appropriate, the interest rate applicable thereto and each Interest Period Payment Date applicable thereto, and (ii) the terms of each Assignment and Acceptance delivered to and accepted by it, (iii) the amount of any principal or interest due and payable or to become due and payable from the Company to each Lender hereunder and (iv) the amount of any sum received by the Administrative Agent hereunder from the Company hereunder and each Lender’s share thereof.
(c) Entries Borrower on account of such Loan. The entries made in good faith by the Administrative Agent in the Register and the records of each Lender maintained pursuant to subsection (b) abovethis Section 2.5 shall, and to the extent permitted by each Lender in its account or accounts pursuant to subsection (a) aboveapplicable law, shall be prima facie evidence of the amount of principal existence and interest due and payable or to become due and payable from the Company to, in the case amounts of the Register, each Lender and, in obligations of the case of such account or accounts, such Lender, under this Agreement, absent manifest errorBorrower therein recorded; provided, however, that the failure of any Lender or the Administrative Agent to maintain the Register or any such Lender to make an entryrecord, or any finding that an entry is incorrecterror therein, either of which shall be promptly corrected, shall not in any manner affect the obligation of the Borrower to repay (with applicable interest) the Loans made by such Lender in accordance with the terms of this Agreement. In the event of any conflict between the Register and the records of each Lender, the Register shall control in the Register or absence of manifest error.
(b) At the request of any Lender at any time, the Borrower agrees that it will execute and deliver to such account or accounts shall not limit or otherwise affect Lender a Note evidencing the obligations Loans of the Company under this Agreementsuch Lender, payable to such Lender.
Appears in 1 contract
Evidence of Debt. (a) Each Lender shall maintain in accordance with its usual practice an account or accounts evidencing the indebtedness of the Company Borrower to such Lender resulting from each Advance owing to Revolving Credit Loan or Term Loan of such Lender from time to time, including the amounts of principal and interest payable thereon and paid to such Lender from time to time hereunder in respect of Advances. The Company agrees that upon request of any Lender to the Company (with a copy of such notice to the Administrative Agent) that such Lender receive a Note to evidence (whether for purposes of pledge, enforcement or otherwise) the Advances owing to, or to be made by, such Lender, the Company shall promptly execute and deliver to such Lender a Note payable to such Lender in a principal amount up to the Commitment of such Lenderunder this Agreement.
(b) The Register maintained by the Administrative Agent shall maintain the Register pursuant to Section 9.06(c) shall include a control account10.6(b), and a subsidiary account subaccount therein for each Lender, in which accounts (taken together) shall be recorded (i) the date and amount of each Borrowing Revolving Credit Loan or Term Loan made hereunder, the Type of Advances comprising such Borrowing and, if appropriate, the thereof and each Interest Period applicable thereto, (ii) the terms of each Assignment and Acceptance delivered to and accepted by it, (iii) the amount of any principal or interest due and payable or to become due and payable from the Company Borrower to each Lender hereunder in respect of the Revolving Credit Loans or Term Loans and (iviii) both the amount of any sum received by the Administrative Agent hereunder from the Company hereunder Borrower in respect of the Revolving Credit Loans or Term Loans and each Lender’s share thereof.
(c) Entries The entries made in good faith by the Administrative Agent in the Register and the accounts of each Lender maintained pursuant to subsection (bSection 3.16(a) aboveshall, and to the extent permitted by each Lender in its account or accounts pursuant to subsection (a) aboveapplicable law, shall be prima facie evidence of the amount of principal existence and interest due and payable or to become due and payable from the Company to, in the case amounts of the Register, each Lender and, in obligations of the case of such account or accounts, such Lender, under this Agreement, absent manifest errorBorrower therein recorded; provided, however, that the failure of any Lender to maintain such account or the Administrative Agent or such Lender to make an entrymaintain the Register, or any finding that an entry is incorrecterror therein, in the Register or such account or accounts shall not limit or otherwise in any manner affect the obligations obligation of the Company under Borrower to repay (with applicable interest) the Loans made to the Borrower by such Lender in accordance with the terms of this Agreement.
(d) The Borrower agrees that it will, upon the request of any Term Lender, execute and deliver to such Lender a promissory note of the Borrower evidencing the Term Loans owed by it, substantially in the form attached hereto as Exhibit A-1 with appropriate insertions as to date and principal amount and indicating the Term Loan Percentage of such Term Lenders (each, a “Term Note”). The Borrower agrees that it will, upon the request of any Revolving Lender, execute and deliver to such Lender a promissory note of the Borrower evidencing the Revolving Credit Commitment of such Lender, substantially in the form attached hereto as Exhibit A-2 with appropriate insertions as to date and principal amount (each, a “Revolving Credit Note”); provided that any Revolving Credit Note previously delivered to such Lender (or any predecessor thereof) has been returned to the Borrower and marked cancelled or an affidavit or lost or destroyed Note (in form reasonably acceptable to the Borrower) is executed and delivered by such requesting Lender in lieu of such Note.
Appears in 1 contract
Evidence of Debt. (a) Each Lender shall maintain in accordance with its usual practice an account or accounts evidencing the indebtedness Indebtedness of the Company Borrower to such Lender resulting from each Advance owing to Loan of such Lender from time to time, including the amounts of principal and interest payable and paid to such Lender from time to time hereunder in respect of Advances. The Company agrees that upon request of any Lender to the Company (with a copy of such notice to the Administrative Agent) that such Lender receive a Note to evidence (whether for purposes of pledge, enforcement or otherwise) the Advances owing to, or to be made by, such Lender, the Company shall promptly execute and deliver to such Lender a Note payable to such Lender in a principal amount up to the Commitment of such Lenderunder this Agreement.
(b) The Register maintained by the Each Administrative Agent shall establish and maintain a Register pursuant to Section 9.06(c11.2(c) shall include a control account, and a subsidiary account for each Lender, accounts therein in accordance with its usual practice in which accounts (taken together) shall be recorded it will record (i) the date and amount of each Borrowing applicable Loan made hereunder, the Type of Advances comprising such Borrowing and, if appropriatea Eurodollar Rate Loan, the Interest Period applicable thereto, (ii) the terms of each Assignment and Acceptance delivered to and accepted by it, (iii) the amount of any principal or interest due and payable or to become due and payable from by the Company Borrower to each relevant Lender hereunder and (iviii) the amount of any sum received by the such Administrative Agent hereunder from the Company hereunder Borrower and each relevant Lender’s share thereof, if applicable.
(c) Entries The entries made in good faith by the Administrative Agent in the Register accounts maintained pursuant to subsection clauses (a) and (b) aboveof this Section 2.7 shall, and to the extent permitted by each Lender in its account or accounts pursuant to subsection (a) aboveapplicable law, shall be prima facie evidence of the amount of principal existence and interest due and payable or to become due and payable from the Company to, in the case amounts of the Register, each Lender and, in the case of such account or accounts, such Lender, under this Agreement, absent manifest errorobligations recorded therein; provided, however, that the failure of any Lender or the Administrative Agent or to maintain such Lender to make an entry, accounts or any finding that an entry is incorrect, in the Register or such account or accounts error therein shall not limit or otherwise in any manner affect the obligations of the Company under this Borrower to repay the Loans in accordance with their terms.
(d) Notwithstanding any other provision of the Agreement, in the event that any Lender requests that the Borrower execute and deliver a promissory note or notes payable to such Lender in order to evidence the Indebtedness owing to such Lender by the Borrower hereunder, the Borrower will promptly execute and deliver a Note or Notes to such Lender evidencing any Term Loans and Revolving Loans, as the case may be, of such Lender, substantially in the forms of Exhibit B-1 (Form of Revolving Credit Note) or Exhibit B-2 (Form of Term Note), respectively.
Appears in 1 contract
Evidence of Debt. (ai) Each Lender shall maintain in accordance with its usual practice an account or accounts evidencing the indebtedness Indebtedness of the Company Borrower to such Lender resulting from each Advance owing to Loan made by such Lender from time to timeXxxxxx, including the amounts of principal and interest payable and paid to such Lender from time to time hereunder hereunder. In the case of a Lender that does not request, pursuant to clause (ii) below, execution and delivery of a Note evidencing the Loans made by such Lender to the Borrower, such account or accounts shall, to the extent not inconsistent with the notations made by the Administrative Agent in respect the Register, be prima facie evidence of Advances. The Company agrees such Indebtedness of the Borrower absent manifest error; provided, that upon request the failure of any Lender to maintain such account or accounts or any error in any such account shall not limit or otherwise affect any repayment obligations of the Company Borrower hereunder.
(with a copy of such notice ii) The Borrower agrees that, upon the request to the Administrative Agent) that such Lender receive a Note to evidence (whether for purposes of pledge, enforcement or otherwise) the Advances owing to, or to be made by, such LenderAgent by any Xxxxxx, the Company shall promptly Borrower will execute and deliver to such Lender a Note single promissory note (herein called such Xxxxxx’s “Note”) payable to such Lender in a an amount equal to such Xxxxxx’s Loans evidencing the Loans made by such Xxxxxx. The Borrower hereby irrevocably authorizes each Lender to make (or cause to be made) appropriate notations on the grid attached to such Lender’s Notes (or on any continuation of such grid), which notations, if made, shall evidence, inter alia, the date of, the outstanding principal amount up to the Commitment of such Lender.
(b) The Register maintained by the Administrative Agent pursuant to Section 9.06(c) shall include a control accountof, and a subsidiary account for each Lender, in which accounts (taken together) shall be recorded (i) the date interest rate and amount of each Borrowing made hereunder, the Type of Advances comprising such Borrowing and, if appropriate, the Interest Period applicable theretoto the Loans evidenced thereby. Such notations shall, (ii) to the terms of each Assignment and Acceptance delivered to and accepted by it, (iii) extent not inconsistent with the amount of any principal or interest due and payable or to become due and payable from the Company to each Lender hereunder and (iv) the amount of any sum received by the Administrative Agent from the Company hereunder and each Lender’s share thereof.
(c) Entries notations made in good faith by the Administrative Agent in the Register pursuant to subsection (b) aboveRegister, and by each Lender in its account or accounts pursuant to subsection (a) above, shall be prima facie evidence of the amount of principal and interest due and payable or to become due and payable from the Company to, in the case applicable Indebtedness of the Register, each Lender and, in the case of such account or accounts, such Lender, under this Agreement, Borrower absent manifest error; provided, however, that the failure of the Administrative Agent or such any Lender to make an entry, any such notations or any finding that an entry is incorrect, error in the Register or any such account or accounts notations shall not limit or otherwise affect the any obligations of the Company under this AgreementBorrower. A Note and the obligation evidenced thereby may be assigned or otherwise transferred in whole or in part only in accordance with Section 11.5.
Appears in 1 contract
Evidence of Debt. (a) Each Lender shall maintain in accordance with its usual practice an account or accounts evidencing the indebtedness of the Company Borrower to such Lender resulting from each Advance owing to such Lender from time to time, including the amounts of principal and interest payable and paid to such Lender from time to time hereunder in respect of Advanceshereunder. The Company Borrower agrees that upon request of notice by any Lender to the Company Borrower (with a copy of such notice to the Administrative Agent) to the effect that one or more promissory notes or other evidence of indebtedness is required or appropriate in order for such Lender receive a Note to evidence (whether for purposes of pledge, enforcement or otherwise) the Advances owing to, or to be made by, such Lender, the Company Borrower shall promptly execute and deliver to such Lender Lender, with a copy to the Administrative Agent, a Note or Notes, in substantially the form of Exhibit A-1 or Exhibit A-2 (as applicable) hereto, payable to the order of such Lender in a principal amount up equal to the Term Loan Commitment or Incremental Term Loan Commitment, respectively, of such Lender. All references to Notes in the Loan Documents shall mean Notes, if any, to the extent issued hereunder. To the extent no Note has been issued to a Lender, this Agreement shall be deemed to comprise conclusive evidence for all purposes of the indebtedness resulting from the Advances and extensions of credit hereunder.
(b) The Administrative Agent shall maintain the Register in accordance with Section 9.06(c). In the event of any conflict between the accounts and records maintained by any Xxxxxx and the Administrative Agent pursuant to Section 9.06(c) shall include a control account, and a subsidiary account for each Lender, in which accounts (taken together) shall be recorded (i) the date and amount of each Borrowing made hereunderRegister, the Type Register shall control in the absence of Advances comprising such Borrowing and, if appropriate, the Interest Period applicable thereto, (ii) the terms of each Assignment and Acceptance delivered to and accepted by it, (iii) the amount of any principal or interest due and payable or to become due and payable from the Company to each Lender hereunder and (iv) the amount of any sum received by the Administrative Agent from the Company hereunder and each Lender’s share thereofmanifest error.
(c) Entries made in good faith by the Administrative Agent in the Register pursuant to subsection (b) aboveRegister, and by each Lender in its account or accounts pursuant to subsection (a) above, shall be prima facie evidence of the amount of principal and interest due and payable or to become due and payable from the Company Borrower to, in the case of the Register, each Lender and, in the case of such account or accounts, such Lender, under this Agreement, absent manifest error; provided, however, that the failure of the Administrative Agent or such Lender to make an entry, or any finding that an entry is incorrect, in the Register or such account or accounts shall not limit or otherwise affect the obligations of the Company Borrower under this Agreement.
Appears in 1 contract
Evidence of Debt. (a) Each Lender shall maintain in accordance with its usual practice an account or accounts evidencing the indebtedness Indebtedness of the Company applicable Borrower to such Lender resulting from each Advance owing to Loan of such Lender from time to time, including the amounts of principal and interest payable and paid to such Lender from time to time hereunder under this Agreement.
(i) The Administrative Agent, acting as agent for each Borrower solely for this purpose and for tax purposes, shall establish and maintain at its address referred to in respect Section 11.8 a record of Advances. The Company ownership (the “Register”) in which the Administrative Agent agrees that upon request of any Lender to the Company (with a copy of such notice to register by book entry the Administrative Agent) that ’s, each Lender’s interest in each Loan, and in the right to receive any payments hereunder and any assignment of any such Lender receive a Note to evidence (whether for purposes of pledge, enforcement interest or otherwise) the Advances owing to, or to be made by, such Lenderrights. In addition, the Company shall promptly execute and deliver to such Lender a Note payable to such Lender in a principal amount up to the Commitment of such Lender.
(b) The Register maintained by the Administrative Agent pursuant to Section 9.06(c) shall include a control accountAgent, and a subsidiary account acting as agent for each LenderBorrower solely for this purpose and for tax purposes, shall establish and maintain accounts in the Register in accordance with its usual practice in which accounts (taken together) it shall be recorded record (i) the date names and addresses of the Lenders, (ii) the Commitments of each Lender from time to time, (iii) the amount of each Borrowing Loan made hereunder, the Type of Advances comprising such Borrowing and, if appropriatea Eurodollar Rate Loan, the Interest Period applicable thereto, (ii) the terms of each Assignment and Acceptance delivered to and accepted by it, (iiiiv) the amount of any principal or interest due and payable payable, and paid, by the applicable Borrower to, or to become due and payable from for the Company to account of, each Lender hereunder and hereunder, (ivv) the amount of any sum received by the Administrative Agent hereunder from the Company hereunder applicable Borrower, whether such sum constitutes principal or interest (and the type of Loan to which it applies), fees, expenses or other amounts due under the Loan Documents and each Lender’s share thereof, if applicable.
(ii) Notwithstanding anything to the contrary contained in this Agreement, the Loans (including the Notes evidencing such Loans) are registered obligations and the right, title, and interest of the Lenders and their assignees in and to such Loans, shall be transferable only upon notation of such transfer in the Register. A Note shall only evidence the Lender’s or a registered assignee’s right, title and interest in and to the related Loan. This Section 2.7(b) and Section 11.2 shall be construed so that the Loans are at all times maintained in “registered form” within the meaning of Sections 163(f), 871(h)(2) and 881(c)(2) of the Code and any related regulations (or any successor provisions of the Code or such regulations).
(c) Entries The entries made in good faith by the Administrative Agent in the Register and in the accounts therein maintained pursuant to subsection clauses (a) and (b) aboveabove shall, and to the extent permitted by each Lender in its account or accounts pursuant to subsection (a) aboveapplicable law, shall be prima facie evidence of the amount of principal existence and interest due and payable or to become due and payable from the Company to, in the case amounts of the Register, each Lender and, in the case of such account or accounts, such Lender, under this Agreement, absent manifest errorobligations recorded therein; provided, however, that the failure of any Lender or the Administrative Agent or to maintain such Lender to make an entry, accounts or any finding that an entry is incorrect, in the Register or such account or accounts error therein shall not limit or otherwise in any manner affect the obligations of either Borrower to repay the Company under this applicable Loans in accordance with their terms. Information contained in the Register with respect to any Lender shall be available for inspection by the Borrowers (or after the Conversion Date, the Term Borrower), the Administrative Agent, such Lender at any reasonable time and from time to time upon reasonable prior notice.
(d) Notwithstanding any other provision of the Agreement, in the event that any Lender requests that either Borrower (or after the Conversion Date, the Term Borrower) execute and deliver a promissory note or notes payable to such Lender in order to evidence the Indebtedness owing to such Lender by the applicable Borrower hereunder, the applicable Borrower shall promptly execute and deliver a Note or Notes to such Lender evidencing any Loans of such Lender, substantially in the forms of Exhibit B-1 or Exhibit B-2, respectively.
Appears in 1 contract
Samples: Credit Agreement (Prologis)
Evidence of Debt. (a) Each Lender shall maintain in accordance with its usual practice (or that of its Affiliates) an account or accounts evidencing the indebtedness Indebtedness of the Company Borrower and CFCC to such Lender resulting from each Advance owing to Loan of such Lender from time to time, including the amounts of principal and interest payable and paid to such Lender from time to time hereunder in respect of Advances. The Company agrees that upon request of any Lender to the Company (with a copy of such notice to the Administrative Agent) that such Lender receive a Note to evidence (whether for purposes of pledge, enforcement or otherwise) the Advances owing to, or to be made by, such Lender, the Company shall promptly execute and deliver to such Lender a Note payable to such Lender in a principal amount up to the Commitment of such Lenderunder this Agreement.
(b) The Register maintained by the Administrative Agent pursuant to Section 9.06(cshall maintain accounts in accordance with its usual practice (or that of its Affiliates) shall include a control account, and a subsidiary account for each Lender, in which accounts (taken together) shall be recorded it will record (i) the date and amount of each Borrowing Loan made hereunder, the Type of Advances comprising such Borrowing and, if appropriatea Eurodollar Rate Loan, the Interest Period applicable thereto, (ii) the terms of each Assignment and Acceptance delivered to and accepted by it, (iii) the amount of any principal or interest due and payable or to become due by the Borrower and payable from the Company CFCC to each Lender hereunder and (iviii) the amount of any sum received by the Administrative Agent hereunder from the Company hereunder Borrower and each Lender’s 's share thereof, if applicable.
(c) Entries The entries made in good faith by the Administrative Agent in the Register accounts maintained pursuant to subsection clauses (a) and (b) aboveof this Section 2.6 shall, and to the extent permitted by each Lender in its account or accounts pursuant to subsection (a) aboveapplicable law, shall be prima facie evidence of the amount of principal existence and interest due and payable or to become due and payable from the Company to, in the case amounts of the Register, each Lender and, in the case of such account or accounts, such Lender, under this Agreement, absent manifest errorobligations recorded therein; provided, however, that the failure of any Lender or the Administrative Agent or to maintain such Lender to make an entry, accounts or any finding that an entry is incorrect, in the Register or such account or accounts error therein shall not limit or otherwise in any manner affect the obligations of the Company under Borrower and CFCC to repay the Loans in accordance with the terms hereof and the other Loan Documents. Notwithstanding any other provision of this Agreement., in the event that any Lender requests that the Borrower and CFCC execute and deliver a promissory note or notes payable to such Lender in order to evidence the Indebtedness owing to such Lender by the Borrower or CFCC hereunder, the Borrower or CFCC, as applicable, will promptly execute and deliver a Note or Notes to such Lender evidencing any Loans of such Lender, substantially in the form of Exhibit B-1 or B-2, as applicable. Thereafter, the Loans evidenced by such Note and interest thereon shall at all times (including after assignment pursuant Section 13.2) be represented by one or more Notes in such form payable to the order of the payee named therein (or, if such Note is a Registered Note as hereafter set forth, to such payee and its registered assigns). Any Lender may request that its Notes be treated as registered promissory notes ("Registered Notes"), in which case such Notes shall contain the following statement:
Appears in 1 contract
Samples: Secured Super Priority Debtor in Possession Credit Agreement (Conseco Inc)
Evidence of Debt. (a) Each The Loans made pursuant to §2.1 by each Applicable Lender shall maintain be evidenced by one or more accounts or records maintained by such Lender and by the Applicable Agent in accordance with its usual practice an account the ordinary course of business. The accounts or accounts evidencing records maintained by the indebtedness Agents and each Lender shall be conclusive absent manifest error of the Company amount of the Loans made by the Lenders to such the Borrowers and the interest and payments thereon. Any failure to so record or any error in doing so shall not, however, limit or otherwise affect the obligation of any Borrower hereunder to pay any amount owing with respect to the applicable Obligations. In the event of any conflict between the accounts and records maintained by any Lender resulting from each Advance owing to such Lender from time to time, including and the amounts accounts and records of principal and interest payable and paid to such Lender from time to time hereunder the Applicable Agent in respect of Advancessuch matters, the accounts and records of the Applicable Agent shall control in the absence of manifest error. The Company agrees that upon Upon the request of any Lender to the Company (with a copy of such notice to made through the Administrative Agent) that such Lender receive a Note to evidence (whether for purposes of pledge, enforcement or otherwise) the Advances owing to, or to be made by, such Lender, the Company Applicable Borrower shall promptly execute and deliver to such Lender a Note payable to such Lender in a principal amount up to the Commitment of such Lender.
(b) The Register maintained by through the Administrative Agent pursuant to Section 9.06(cAgent) shall include a control account, and a subsidiary account for each Lender, in which accounts (taken together) shall be recorded (i) the date and amount of each Borrowing made hereunder, the Type of Advances comprising such Borrowing and, if appropriate, the Interest Period applicable thereto, (ii) the terms of each Assignment and Acceptance delivered to and accepted by it, (iii) the amount of any principal or interest due and payable or to become due and payable from the Company to each Lender hereunder and (iv) the amount of any sum received by the Administrative Agent from the Company hereunder and each Lender’s share thereof.
(c) Entries made in good faith by the Administrative Agent in the Register pursuant to subsection (b) above, and by each Lender in its account or accounts pursuant to subsection promissory note (a) above, shall be prima facie evidence of the amount of principal and interest due and payable or to become due and payable from the Company to, in the case of the RegisterDomestic Borrowers, each Lender andin substantially the form of Exhibit A-1 (each, a “Domestic Revolving Note”), (b) in the case of the European Borrower, in substantially the form of Exhibit A-2 (each, a “European Note”), (c) in the case of the Australian Borrower, in substantially the form of Exhibit A-3 (each, an “Australian Revolving Note”) and (d) in the case of the Canadian Borrower, in substantially the form of Exhibit A-4 (each, a “Canadian Revolving Note”), in each case dated as of the Closing Date (or other such account or accounts, date on which a Lender may become a party hereto in accordance with §20) and completed with appropriate insertions. Each such Note shall be payable to the order of the Applicable Lender and shall evidence such Lender, under this Agreement, absent manifest error; provided, however, that the failure of the Administrative Agent ’s applicable Loans in addition to such accounts or records. Each such Lender may attach schedules to make an entryits Note and endorse thereon the date, or any finding that an entry is incorrectType (if applicable), in the Register or such account or accounts shall not limit or otherwise affect the obligations amount and maturity of the Company under this Agreementits Loans and payments with respect thereto.
Appears in 1 contract
Samples: Senior Secured Syndicated Facility Agreement (Genesee & Wyoming Inc)
Evidence of Debt. (a) Each Lender shall maintain in accordance with its usual practice an account or accounts evidencing the indebtedness Indebtedness of the Company Borrower to such Lender resulting from each Advance owing to Loan made by such Lender from time to timeXxxxxx, including the amounts of principal and interest payable and paid to such Lender Xxxxxx from time to time hereunder in respect of Advances. The Company agrees that upon request of any Lender to the Company (with a copy of such notice to the Administrative Agent) that such Lender receive a Note to evidence (whether for purposes of pledge, enforcement or otherwise) the Advances owing to, or to be made by, such Lender, the Company shall promptly execute and deliver to such Lender a Note payable to such Lender in a principal amount up to the Commitment of such Lenderhereunder.
(b) The Register maintained by the Administrative Agent shall maintain the Register pursuant to Section 9.06(c) shall include a control accountsubsection 11.6(b), and a subsidiary account subaccounts therein for each Lender, in which accounts (taken together) it shall be recorded record (i) the date and amount of each Borrowing Loan made hereunder, the Type of Advances comprising such Borrowing and, if appropriate, thereof and the Interest Period applicable thereto, if any, (ii) the terms of each Assignment and Acceptance delivered to and accepted by it, (iii) the amount of any principal or interest due and payable or to become due and payable from the Company Borrower to each Lender hereunder and (iviii) the amount of any sum received by the Administrative Agent from hereunder for the Company hereunder account of the Lenders and each LenderXxxxxx’s share thereof.
(c) Entries The entries made in good faith by the Administrative Agent in the Register and the accounts of each Lender maintained pursuant to subsection paragraphs (a) and (b) aboveof this Section shall, and to the extent permitted by each Lender in its account or accounts pursuant to subsection (a) aboveapplicable law, shall be prima facie evidence of the amount of principal existence and interest due and payable or to become due and payable from the Company to, in the case amounts of the Register, each Lender and, in obligations of the case of such account or accounts, such Lender, under this Agreement, absent manifest errorBorrower recorded therein; provided, however, provided that the failure of any Lender or the Administrative Agent or such Lender to make an entry, or any finding that an entry is incorrect, in maintain the Register or any such account accounts or accounts any error therein shall not limit or otherwise in any manner affect the obligations obligation of the Company under Borrower to repay (with applicable interest) the Loans made to the Borrower by such Lender in accordance with the terms of this Agreement.
(d) The Borrower agrees that, upon the request to the Administrative Agent by any Xxxxxx, the Borrower will execute and deliver to such Lender a promissory note of the Borrower evidencing the Term Loans of such Lender, substantially in the form of Exhibit E with appropriate insertions as to date and principal amount (a “Term Loan Note”).
Appears in 1 contract
Evidence of Debt. (ai) Each Lender shall may maintain in accordance with its usual practice an account or accounts evidencing the indebtedness Indebtedness of the Company Borrower to such Lender resulting from each Advance owing to 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 hereunder in respect hereunder. In the case of Advances. The Company agrees a Lender that upon request does not request, pursuant to clause (ii) below, execution and delivery of any a Note evidencing the Loans made by such Lender to the Company (with a copy of Borrower, such notice account or accounts shall, to the Administrative Agent) that such Lender receive a Note to evidence (whether for purposes of pledge, enforcement or otherwise) extent not inconsistent with the Advances owing to, or to be notations made by, such Lender, the Company shall promptly execute and deliver to such Lender a Note payable to such Lender in a principal amount up to the Commitment of such Lender.
(b) The Register maintained by the Administrative Agent pursuant to Section 9.06(c) shall include a control account, and a subsidiary account for each Lender, in which accounts (taken together) shall be recorded (i) the date and amount of each Borrowing made hereunder, the Type of Advances comprising such Borrowing and, if appropriate, the Interest Period applicable thereto, (ii) the terms of each Assignment and Acceptance delivered to and accepted by it, (iii) the amount of any principal or interest due and payable or to become due and payable from the Company to each Lender hereunder and (iv) the amount of any sum received by the Administrative Agent from the Company hereunder and each Lender’s share thereof.
(c) Entries made in good faith by the Administrative Agent in the Register pursuant to subsection (b) aboveRegister, and by each Lender in its account or accounts pursuant to subsection (a) above, shall be prima facie conclusive evidence of the amount of principal and interest due and payable or to become due and payable from the Company to, in the case such Indebtedness of the Register, each Lender and, in the case of such account or accounts, such Lender, under this Agreement, Borrower absent manifest error; provided, however, that the failure of the Administrative Agent or such any Lender to make an entry, or any finding that an entry is incorrect, in the Register or maintain such account or accounts or any error in any such account shall not limit or otherwise affect the any repayment obligations of the Company under this AgreementBorrower hereunder.
(ii) The Borrower shall, upon the request to the Administrative Agent by any Lender, execute and deliver to such Lender a promissory note (a “Note”) substantially in the form of Exhibit B payable to such Lender in an amount equal to such Lender’s Loans evidencing the Loans made by such Lender. The Borrower hereby irrevocably authorizes each Lender to make (or cause to be made) appropriate notations on the grid attached to such Lender’s Notes (or on any continuation of such grid), which notations, if made, shall evidence, inter alia, the date of, the outstanding principal amount of, and the interest rate and Interest Period applicable to the Loans evidenced thereby. Such notations shall, to the extent not inconsistent with the notations made by the Administrative Agent in the Register, be conclusive evidence of the applicable Indebtedness of the Borrower absent manifest error; provided, however, that the failure of any Lender to make any such notations or any error in any such notations shall not limit or otherwise affect any obligations of the Borrower. A Note and the obligation evidenced thereby may be assigned or otherwise transferred in whole or in part only in accordance with Section 9.04(b).
Appears in 1 contract
Samples: Credit Agreement (Avangrid, Inc.)
Evidence of Debt. (a) Each Lender shall maintain in accordance with its usual practice an account or accounts evidencing the indebtedness of the Company Borrower to such Lender resulting from each Advance owing to Loan of such Lender from time to time, including the amounts of principal and interest payable and paid to such Lender from time to time hereunder in respect of Advances. The Company agrees that upon request of any Lender to the Company (with a copy of such notice to the Administrative Agent) that such Lender receive a Note to evidence (whether for purposes of pledge, enforcement or otherwise) the Advances owing to, or to be made by, such Lender, the Company shall promptly execute and deliver to such Lender a Note payable to such Lender in a principal amount up to the Commitment of such Lenderunder this Agreement.
(b) The Register maintained by the Administrative Agent shall maintain the Register pursuant to Section 9.06(c) shall include a control accountsubsection 10.6(d), and a subsidiary account subaccount therein for each Lender, in which accounts (taken together) shall be recorded (i) in the date and case of Revolving Credit Loans, the amount of each Borrowing Revolving Credit Loan made hereunder, the Type of Advances comprising such Borrowing and, if appropriate, the thereof and each Interest Period applicable thereto, (ii) in the terms case of CAF Advances, the amount and currency of each Assignment CAF Advance made hereunder, the CAF Advance Maturity Date thereof, the interest rate applicable thereto and Acceptance delivered to and accepted by iteach CAF Advance Interest Payment Date applicable thereto, (iii) the amount of any principal or interest due and payable or to become due and payable from the Company Borrower to each Lender hereunder and (iv) both the amount of any sum received by the Administrative Agent hereunder from the Company hereunder Borrower and each Lender’s 's share thereof.
(cd) Entries made in good faith by The Borrower agrees that, upon the request to the Administrative Agent in by any Lender, the Register pursuant Borrower will execute and deliver to subsection (b) above, and by each such Lender in its account or accounts pursuant to subsection (a) above, shall be prima facie evidence a promissory note of the amount Borrower evidencing the Revolving Credit Loans of principal and interest due and payable or to become due and payable from the Company to, in the case of the Register, each Lender and, in the case of such account or accounts, such Lender, under this Agreementsubstantially in the form of Exhibit A with appropriate insertions as to date and principal amount (a "Revolving Credit Note").
(e) The Borrower agrees that, absent manifest error; provided, however, that upon the failure of request to the Administrative Agent or by any Lender, the Borrower will execute and deliver to such Lender to make an entrya promissory note of the Borrower evidencing the CAF Advances of such Lender, or any finding that an entry is incorrect, substantially in the Register or such account or accounts shall not limit or otherwise affect the obligations form of the Company under this AgreementExhibit B with appropriate insertions (a "CAF Advance Note").
Appears in 1 contract
Evidence of Debt. (a) Each Lender shall maintain in accordance with its usual practice an account or accounts evidencing the indebtedness of the Company Borrower to such Lender resulting from each Advance owing to such Lender from time to time, including the amounts of principal and interest payable and paid to such Lender from time to time hereunder in respect of Advanceshereunder. The Company Borrower agrees that upon request of notice by any Lender to the Company Borrower (with a copy of such notice to the Administrative Agent) to the effect that a promissory note or other evidence of indebtedness is required or appropriate in order for such Lender receive a Note to evidence (whether for purposes of pledge, enforcement or otherwise) the Advances owing to, or to be made by, such Lender, the Company Borrower shall promptly execute and deliver to such Lender Lender, with a Note copy to the Administrative Agent, a Note, in substantially the form of Exhibit A hereto, payable to such Lender in a principal amount up equal to the Commitment of such Lender. All references to Notes in the Loan Documents shall mean Notes, if any, to the extent issued hereunder. In the event and to the extent that the provisions of any Note shall conflict with this Agreement, the provisions of this Agreement shall govern.
(b) The Register maintained by the Administrative Agent pursuant to Section 9.06(c9.07(d) shall may include a control account, account and a subsidiary account for each Lender. In each account with respect to each Lender (including the control account and subsidiary account, in which accounts (taken togetherif applicable) there shall be recorded (i) the date and amount of each Borrowing made hereunder, the Type of Advances comprising such Borrowing Borrowing, and, if appropriate, the Interest Period applicable thereto, (ii) the terms of each Assignment and Acceptance delivered to and accepted by it, (iii) the amount of any principal or interest due and payable or to become due and payable from the Company Borrower to each Lender hereunder hereunder, and (iv) the amount of any sum received by the Administrative Agent from the Company Borrower hereunder and each Lender’s share thereof. In the event of any conflict between the accounts and records maintained by any Lender and the Register, the Register shall control in the absence of manifest error.
(c) Entries made in good faith by the Administrative Agent in the Register pursuant to subsection (b) above, and by each Lender in its account or accounts pursuant to subsection (a) above, shall be prima facie evidence of the amount of principal and interest due and payable or to become due and payable from the Company Borrower to, in the case of the Register, each Lender and, in the case of such account or accounts, such Lender, under this Agreement, absent manifest error; provided, however, that the failure of the Administrative Agent or such Lender to make an entry, or any finding that an entry is incorrect, in the Register or such account or accounts shall not limit or otherwise affect the obligations of the Company Borrower under this Agreement. It is the intention of the parties hereto that the Advances will be treated as in “registered form” within the meaning of Sections 163(f), 871(h)(2) and 881(c)(2) of the Internal Revenue Code (and any other relevant or successor provisions of the Internal Revenue Code).
Appears in 1 contract
Evidence of Debt. (a) Each Lender Bank shall maintain in accordance with its usual practice an account or accounts evidencing the indebtedness of the Company to such Lender Bank resulting from each Advance owing to the Standby Loans and/or Competitive Loans made by such Lender Bank from time to time, including the amounts of principal and interest payable and paid to such Lender Bank from time to time hereunder in respect of Advances. The Company agrees that upon request of any Lender to the Company (with a copy of such notice to the Administrative Agent) that such Lender receive a Note to evidence (whether for purposes of pledge, enforcement or otherwise) the Advances owing to, or to be made by, such Lender, the Company shall promptly execute and deliver to such Lender a Note payable to such Lender in a principal amount up to the Commitment of such Lenderunder this Agreement.
(b) The Register maintained by the Administrative Agent shall maintain the Register pursuant to Section 9.06(csubsection (e) shall include a control accounthereof, and a subsidiary account subaccount therein for each LenderBank, in which accounts (taken together) shall be recorded (i) the date and amount of each Borrowing Standby Loan and Competitive Loan made hereunder, the Type of Advances comprising such Borrowing and, if appropriate, thereof and the Interest Period applicable thereto, (ii) the terms of each Assignment and Acceptance delivered to and accepted by it, (iii) the amount of any principal or interest due and payable or to become due and payable from the Company to each Lender Bank hereunder and (iviii) both the amount of any sum received by the Administrative Agent hereunder from the Company hereunder and each Lender’s Bank's share thereof, if any.
(c) Entries The entries made in good faith by the Administrative Agent in the Register and the subaccount for each Bank maintained pursuant to subsection (b2.05(b) above, and by each Lender in its account or accounts pursuant to subsection (a) above, shall be prima facie evidence of the amount existence and amounts of principal and interest due and payable or to become due and payable from the obligations of the Company to, in the case of the Register, each Lender and, in the case of such account or accounts, such Lender, under this Agreement, absent manifest errortherein recorded; provided, however, that the failure of any Bank or the Administrative Agent to maintain the Register or any such Lender to make an entryaccount, or any finding error therein, shall not in any manner affect the obligation of the Company to repay (with applicable interest) the Standby Loans and/or Competitive Loans made to the Company by such Bank in accordance with the terms of this Agreement.
(d) The Company agrees that, upon the request to the Administrative Agent by any Bank for the purposes of assigning all or a portion of such Bank's Loans hereunder to a Federal Reserve Bank, the Company will execute and deliver to such Bank a promissory note of the Company evidencing the Loans made by such Bank substantially in the form of Exhibit D (a "Note"), payable to the order of such Bank and in a principal amount equal to the aggregate unpaid principal amount of all Loans made by such Bank and outstanding from time to time. Each Bank is hereby authorized to record the date, Type and amount of each Loan made by such Bank, the date and amount of each payment or prepayment of principal thereof, each continuation thereof, each conversion of all or a portion thereof to a Loan of another Type and the length of each Interest Period with respect thereto, on the schedule annexed to and constituting a part of its Note, and any such recordation shall constitute prima facie evidence of the accuracy of the information so recorded; provided that an entry the failure to make any such recordation (or any error therein) shall not affect the obligation of the Company to repay (with applicable interest) the Loans made to the Company in accordance with the terms of this Agreement. Upon the execution and delivery of any such Note, and for as long as any such Note is incorrectoutstanding, the terms of this Agreement shall be modified mutatis mutandis to include the Company's obligations under any such Note.
(e) The Administrative Agent, on behalf of the Company, shall maintain at the address of the Administrative Agent referred to in subsection 8.01(b) a copy of each assignment and acceptance delivered to it and a register (the "Register") for the recordation of the names and addresses of the Banks and the Commitments of, and principal amounts of the Loans owing to, each Bank from time to time. The entries in the Register shall be conclusive, in the absence of manifest error, and the Company, the Administrative Agent and the Banks shall treat each person whose name is recorded in the Register as the owner of a Loan or such account other obligation hereunder as the owner thereof for all purposes of this Agreement and the other Loan Documents, notwithstanding any notice to the contrary. Any assignment of any Loan or accounts other obligation hereunder shall not limit or otherwise affect be effective only upon appropriate entries with respect thereto being made in the obligations of Register. The Register shall be available for inspection by the Company under this Agreementor any Bank at any reasonable time and from time to time upon reasonable prior notice.
Appears in 1 contract
Samples: Revolving Credit Facility Agreement (Providian Corp)
Evidence of Debt. (a) Each Lender shall maintain in accordance with its usual practice an account or accounts evidencing the indebtedness of the Company Borrower to such Lender resulting from each Advance owing to such Lender from time to time, including the amounts of principal and interest payable and paid to such Lender from time to time hereunder in respect of Advanceshereunder. The Company Borrower agrees that upon request of notice by any Lender to the Company Borrower (with a copy of such notice to the Administrative Agent) to the effect that one or more promissory notes or other evidence of indebtedness is required or appropriate in order for such Lender receive a Note to evidence (whether for purposes of pledge, enforcement or otherwise) the Advances owing to, or to be made by, such Lender, the Company Borrower shall promptly execute and deliver to such Lender Lender, with a copy to the Administrative Agent, a Note or Notes, in substantially the form of Exhibit A-1 or Exhibit A-2 (as applicable) hereto, payable to the order of such Lender in a principal amount up equal to the Term Loan Commitment or Incremental Term Loan Commitment, respectively, of such Lender. All references to Notes in the Loan Documents shall mean Notes, if any, to the extent issued hereunder. To the extent no Note has been issued to a Lender, this Agreement shall be deemed to comprise conclusive evidence for all purposes of the indebtedness resulting from the Advances and extensions of credit hereunder.
(b) The Administrative Agent shall maintain the Register in accordance with Section 9.06(c). In the event of any conflict between the accounts and records maintained by any Xxxxxx and the Administrative Agent pursuant to Section 9.06(c) shall include a control account, and a subsidiary account for each Lender, in which accounts (taken together) shall be recorded (i) the date and amount of each Borrowing made hereunderRegister, the Type Register shall control in the absence of Advances comprising such Borrowing and, if appropriate, the Interest Period applicable thereto, (ii) the terms of each Assignment and Acceptance delivered to and accepted by it, (iii) the amount of any principal or interest due and payable or to become due and payable from the Company to each Lender hereunder and (iv) the amount of any sum received by the Administrative Agent from the Company hereunder and each Lender’s share thereofmanifest error.
(c) Entries made in good faith by the Administrative Agent in the Register pursuant to subsection (b) aboveRegister, and by each Lender in its account or accounts pursuant to subsection (a) above, shall be prima facie evidence of the amount of principal and interest due and payable or to become due and payable from the Company Borrower to, in the case of the Register, each Lender and, in the case of such account or accounts, such Lender, under this Agreement, absent manifest error; provided, however, that the failure of the Administrative Agent or such Lender to make an entry, or any finding that an entry is incorrect, in the Register or such account or accounts shall not limit or otherwise affect the obligations of the Company Borrower under this Agreement..
Appears in 1 contract
Evidence of Debt. (a) Each Lender shall maintain in accordance with its usual practice an account or accounts evidencing the indebtedness Indebtedness of the Company Borrower to such Lender resulting from each Advance owing to Loan of such Lender from time to time, including the amounts of principal and interest payable and paid to such Lender from time to time hereunder in respect of Advances. The Company agrees that upon request of any Lender to the Company (with a copy of such notice to the Administrative Agent) that such Lender receive a Note to evidence (whether for purposes of pledge, enforcement or otherwise) the Advances owing to, or to be made by, such Lender, the Company shall promptly execute and deliver to such Lender a Note payable to such Lender in a principal amount up to the Commitment of such Lenderunder this Agreement.
(b) The Register maintained by the Administrative Agent pursuant to Section 9.06(c) shall include a control account, and a subsidiary account for each Lender, maintain accounts in accordance with its usual practice in which accounts (taken together) shall be recorded it will record (i) the date and amount of each Borrowing Loan made hereunder, the Type of Advances comprising such Borrowing and, if appropriatea LIBO Rate Loan, the Interest Period applicable thereto, (ii) the terms of each Assignment and Acceptance delivered to and accepted by it, (iii) the amount of any principal or interest due and payable or to become due and payable from by the Company Borrower to each Lender hereunder and (iviii) the amount of any sum received by the Administrative Agent hereunder from the Company hereunder Borrower and each Lender’s share thereof, if applicable.
(c) Entries The entries made in good faith by the Administrative Agent in the Register accounts maintained pursuant to subsection clauses (a) and (b) aboveof this Section 2.5 shall, and to the extent permitted by each Lender in its account or accounts pursuant to subsection (a) aboveapplicable law, shall be prima facie evidence of the amount of principal existence and interest due and payable or to become due and payable from the Company to, in the case amounts of the Register, each Lender and, in the case of such account or accounts, such Lender, under this Agreement, absent manifest errorobligations recorded therein; provided, however, that the failure of any Lender or the Administrative Agent or to maintain such Lender to make an entry, accounts or any finding that an entry is incorrect, in the Register or such account or accounts error therein shall not limit or otherwise in any manner affect the obligations of the Company under this Borrower to repay the Loans in accordance with their terms.
(d) Notwithstanding any other provision of the Agreement., in the event that any Lender requests that the Borrower execute and deliver a promissory note or notes payable to such Lender in order to evidence the Indebtedness owing to such Lender by the Borrower hereunder, the Borrower will promptly execute and deliver a Note or Notes to such Lender evidencing any Loans, as the case may be, of such Lender, substantially in the form of Exhibit B.
Appears in 1 contract
Evidence of Debt. (a) Each Lender shall maintain in accordance with its usual practice an account or accounts evidencing the indebtedness of the Company each Borrower to such Lender resulting from each Advance owing to 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 hereunder in respect of Advances. The Company agrees that upon request of any Lender to the Company (with a copy of such notice to the Administrative Agent) that such Lender receive a Note to evidence (whether for purposes of pledge, enforcement or otherwise) the Advances owing to, or to be made by, such Lender, the Company shall promptly execute and deliver to such Lender a Note payable to such Lender in a principal amount up to the Commitment of such Lenderhereunder.
(b) The Administrative Agent, on behalf of the Borrowers, shall maintain the Register maintained by the Administrative Agent pursuant to Section 9.06(c9.4(c) shall include a control account, and a subsidiary account subaccount for each Lender, Lender in which accounts (taken together) it shall be recorded record (i) the date and amount of each Borrowing Loan made hereunderhereunder (whether or not evidenced by a promissory note), the Class and Type of Advances comprising such Borrowing and, if appropriate, thereof and the Interest Period applicable thereto, (ii) the terms of each Assignment and Acceptance delivered to and accepted by it, (iii) the amount of any principal or and/or interest due and payable or to become due and payable from the Company each Borrower to each Lender hereunder and (iviii) the amount of any sum received by the Administrative Agent from hereunder for the Company hereunder account of the Lenders and each Lender’s share thereof.
(c) Entries The entries made in good faith by the Administrative Agent in the Register accounts maintained pursuant to subsection paragraph (a) or (b) above, and by each Lender in its account or accounts pursuant to subsection (a) above, of this Section shall be prima facie evidence of the amount of principal existence and interest due and payable or to become due and payable from the Company to, in the case amounts of the Register, each Lender and, in the case of such account or accounts, such Lender, under this Agreement, absent manifest errorobligations recorded therein; provided, however, provided that the failure of any Lender or the Administrative Agent or to maintain such Lender to make an entry, accounts or any finding that an entry is incorrect, in the Register or such account or accounts error therein shall not limit or otherwise in any manner affect the obligations obligation of any Borrower to repay the Company under Loans in accordance with the terms of this Agreement.
(d) Any Lender may request that Loans of any Class made by it be evidenced by a promissory note. In such event, each applicable Borrower shall prepare, execute and deliver to such Lender a promissory note payable to the order of such Lender and its registered assigns and in a form approved by the Administrative Agent. Thereafter, the Loans evidenced by such promissory note and interest (and premium, if any) thereon shall at all times (including after assignment pursuant to Section
Appears in 1 contract
Samples: Credit Agreement (SPX Corp)
Evidence of Debt. (a) Each Lender shall maintain in accordance with its usual practice an account or accounts evidencing the indebtedness of the Company Borrower to such Lender resulting from each Advance owing to Loan of such Lender from time to time, including the amounts of principal and interest payable and paid to such Lender from time to time hereunder under this Agreement.
(b) The Administrative Agent, on behalf of the Borrower (or, in respect the case of Advances. The Company agrees that upon request an assignment not required to be recorded in the Register in accordance with the provisions of any Section 11.6(d), the assigning Lender, acting solely for this purpose as a non-fiduciary agent of the Borrower), shall maintain the Register (or, in the case of an assignment not required to be recorded in the Register in accordance with the provisions of Section 11.6(d), a Related Party Register), in each case pursuant to Section 11.6(d), and a subaccount therein for each Lender, in which shall be recorded the names and addresses of the Lenders, and the Commitments of, and principal amounts (and stated interest) of the Loans and L/C Obligations owing to, each Lender pursuant to the Company terms hereof from time to time.
(with a copy of such notice c) The Borrower agrees that, upon the request to the Administrative Agent) that such Lender receive a Note to evidence (whether for purposes of pledge, enforcement or otherwise) the Advances owing to, or to be made by, such Agent by any Lender, the Company shall promptly Borrower will execute and deliver to such Lender a Note payable to such Lender in a principal amount up to promissory note of the Commitment Borrower evidencing any Term Loans or Revolving Loans, as the case may be, of such Lender, substantially in the forms of Exhibit E-1 or E-2, respectively, with appropriate insertions as to date and principal amount.
(bd) The Register maintained by On and after the Administrative Agent pursuant Subsequent Third Amendment Effective Date, each 2017 Converting Replacement Term B-2 Loan Lender which holds a promissory note with respect to Section 9.06(c) shall include a control account, and a subsidiary account for each Lender, in which accounts (taken together) Term Loans shall be recorded (i) entitled to surrender such promissory note to the date Borrower against delivery of a new promissory note with respect to its 2017 Converted Replacement Term B-2 Loans, completed in conformity with this Section 4.14; provided that if any such promissory note is not so surrendered, then from and amount of each Borrowing made hereunderafter the Subsequent Third Amendment Effective Date, the Type of Advances comprising such Borrowing and, if appropriate, the Interest Period applicable thereto, (ii) the terms of each Assignment and Acceptance delivered to and accepted by it, (iii) the amount of any principal or interest due and payable or to become due and payable from the Company to each Lender hereunder and (iv) the amount of any sum received by the Administrative Agent from the Company hereunder and each Lender’s share thereof.
(c) Entries made in good faith by the Administrative Agent in the Register pursuant to subsection (b) above, and by each Lender in its account or accounts pursuant to subsection (a) above, promissory note shall be prima facie deemed to evidence of the amount of principal and interest due and payable or to become due and payable from 2017 Converted Replacement Term B-2 Loans into which the Company to, in the case of the Register, each Lender and, in the case of Term Loans theretofore evidenced by such account or accounts, such Lender, under this Agreement, absent manifest error; provided, however, that the failure of the Administrative Agent or such Lender to make an entry, or any finding that an entry is incorrect, in the Register or such account or accounts shall not limit or otherwise affect the obligations of the Company under this Agreementpromissory note have been converted.
Appears in 1 contract
Evidence of Debt. (a) Each Lender shall maintain in accordance with its usual practice an account or accounts evidencing the indebtedness of the Company Borrower to such Lender resulting from each Advance owing to Loan of such Lender from time to time, including the amounts of principal and interest payable and paid to such Lender from time to time hereunder under this Agreement.
(b) The Administrative Agent, on behalf of the Borrower (or, in respect the case of Advances. The Company agrees that upon request an assignment not required to be recorded in the Register in accordance with the provisions of any Section 11.6(d), the assigning Lender, acting solely for this purpose as a non-fiduciary agent of the Borrower), shall maintain the Register (or, in the case of an assignment not required to be recorded in the Register in accordance with the provisions of Section 11.6(d), a Related Party Register), in each case pursuant to Section 11.6(d), and a subaccount therein for each Lender, in which shall be recorded the names and addresses of the Lenders, and the Commitments of, and principal amounts (and stated interest) of the Loans and L/C Obligations owing to, each Lender pursuant to the Company terms hereof from time to time.
(with a copy of such notice c) The Borrower agrees that, upon the request to the Administrative Agent) that such Lender receive a Note to evidence (whether for purposes of pledge, enforcement or otherwise) the Advances owing to, or to be made by, such Agent by any Lender, the Company shall promptly Borrower will execute and deliver to such Lender a Note payable to such Lender in a principal amount up to promissory note of the Commitment Borrower evidencing any Term Loans or Revolving Loans, as the case may be, of such Lender, substantially in the forms of Exhibit E-1 or E-2, respectively, with appropriate insertions as to date and principal amount.
(bd) The Register maintained by On and after the Administrative Agent pursuant Initial FirstSecond Amendment Effective Date, each 20162017 Converting Replacement Term Loan Lender which holds a promissory note with respect to Section 9.06(c) shall include a control account, and a subsidiary account for each Lender, in which accounts (taken together) Term Loans shall be recorded (i) entitled to surrender such promissory note to the date Borrower against delivery of a new promissory note with respect to its 20162017 Converted Replacement Term Loans, completed in conformity with this Section 4.14; provided that if any such promissory note is not so surrendered, then from and amount of each Borrowing made hereunderafter the Initial FirstSecond Amendment Effective Date, the Type of Advances comprising such Borrowing and, if appropriate, the Interest Period applicable thereto, (ii) the terms of each Assignment and Acceptance delivered to and accepted by it, (iii) the amount of any principal or interest due and payable or to become due and payable from the Company to each Lender hereunder and (iv) the amount of any sum received by the Administrative Agent from the Company hereunder and each Lender’s share thereof.
(c) Entries made in good faith by the Administrative Agent in the Register pursuant to subsection (b) above, and by each Lender in its account or accounts pursuant to subsection (a) above, promissory note shall be prima facie deemed to evidence of the amount of principal and interest due and payable or to become due and payable from 20162017 Converted Replacement Term Loans into which the Company to, in the case of the Register, each Lender and, in the case of Term Loans theretofore evidenced by such account or accounts, such Lender, under this Agreement, absent manifest error; provided, however, that the failure of the Administrative Agent or such Lender to make an entry, or any finding that an entry is incorrect, in the Register or such account or accounts shall not limit or otherwise affect the obligations of the Company under this Agreementpromissory note have been converted.
Appears in 1 contract
Evidence of Debt. (a) Each Lender shall maintain in accordance with its usual practice an account or accounts evidencing the indebtedness of the Company each Borrower to such Lender resulting from each Advance owing to 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 hereunder in respect of Advanceshereunder. The Company agrees that upon request of any Lender to the Company (with a copy of such notice to the Administrative Agent) that such Lender receive a Note to evidence (whether for purposes of pledge, enforcement or otherwise) the Advances owing to, or to be made by, such Lender, the Company shall promptly execute and deliver to such Lender a Note payable to such Lender in a principal amount up to the Commitment of such Lender.
(b) The Register maintained by the Administrative Agent pursuant to Section 9.06(c) shall include a control account, and a subsidiary account for each Lender, maintain accounts in which accounts (taken together) it shall be recorded record (i) the date and amount of each Borrowing Loan made hereunder, the Type of Advances comprising such Borrowing and, if appropriate, the Interest Period applicable thereto, (ii) the terms of each Assignment and Acceptance delivered to and accepted by it, (iii) the amount of any principal or interest due and payable or to become due and payable from the Company each Borrower to each Lender hereunder and (iviii) the amount of any sum received by the Administrative Agent from hereunder for the Company hereunder account of the Lenders and each Lender’s 's share thereof.
(c) Entries . The entries made in good faith by the Administrative Agent in the Register accounts maintained pursuant to subsection clauses (a) or (b) above, and by each Lender in its account or accounts pursuant to subsection (a) above, of this Section shall be prima facie evidence of the amount of principal existence and interest due and payable or to become due and payable from the Company to, in the case amounts of the Register, each Lender and, in the case of such account or accounts, such Lender, under this Agreement, absent manifest errorobligations recorded therein; 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 of the Borrowers to repay the Loans in accordance with the terms of this Agreement. Any Lender may request that Loans held by it be evidenced by a promissory note. In such event, the applicable Borrower shall prepare, execute and deliver to such Lender a promissory note payable to make an entrysuch Lender and its registered assigns and in a form similar to Exhibit A hereto and approved by the Administrative Agent and reasonably acceptable to such Borrower. Thereafter, the Loans evidenced by such promissory note and interest thereon shall at all times (including after assignment pursuant to Section 9.03) be represented by one or any finding that an entry is incorrect, more promissory notes in the Register or such account or accounts shall not limit or otherwise affect the obligations of the Company under this Agreementform payable to such payee and its registered assigns.
Appears in 1 contract
Samples: Credit and Guaranty Agreement (Continental Airlines Inc /De/)
Evidence of Debt. (a) Each Lender shall maintain in accordance with its usual practice an account or accounts evidencing the indebtedness of the Company Borrowers to such Lender resulting from each Advance Loan owing to such Lender from time to time, including the amounts of principal and stated interest payable and paid to such Lender from time to time hereunder in respect of Advanceshereunder. The Company agrees Borrowers agree that upon request of by any Lender to the Company Borrower Representative (with a copy of such and notice to the Administrative Agent) that Agent of such Lender receive a Note to evidence (whether for purposes of pledge, enforcement or otherwise) the Advances owing to, or to be made by, such Lenderrequest), the Company Borrowers shall promptly execute and deliver to such Lender Lender, with a copy to the Administrative Agent, a Term Loan A Note or Term Loan B Note, as applicable, in substantially the form of Exhibits A-1 and A-2 hereto, as applicable, payable to such Lender or its registered assigns in a principal amount up equal to the Commitment Loans of such Lender. All references to the Notes in the Loan Documents mean the Notes, if any, to the extent issued hereunder.
(b9) The Register maintained by the Administrative Agent pursuant to Section 9.06(c8.07(d) shall include a control account, and a subsidiary account for each Lender, in which accounts (taken together) shall be recorded (i) the date and amount of each Borrowing made hereunder, the Type of Advances comprising such Borrowing and, if appropriate, the Interest Period applicable thereto, (ii) the terms of each Assignment and Acceptance delivered to and accepted by it, (iii) the amount of any principal or interest due and payable or to become due and payable from the Company Borrowers to each Lender hereunder and (iv) the amount of any sum received by the Administrative Agent from the Company Borrowers hereunder and each Lender’s share thereof.
(c10) Entries made in good faith by the Administrative Agent in the Register pursuant to subsection (b) above, and by each Lender in its account or accounts pursuant to subsection (a) above, shall be prima facie evidence of the amount of principal and stated interest due and payable or to become due and payable from the Company Borrowers to, in the case of the Register, each Lender and, in the case of such account or accounts, such Lender, under this Agreement, absent manifest error; provided, however, that the failure of the Administrative Agent or such Lender to make an entry, or any finding that an entry is incorrect, in the Register or such account or accounts shall not limit or otherwise affect the obligations of the Company Borrowers under this Agreement.
Appears in 1 contract
Evidence of Debt. (a) Each Lender shall maintain in accordance with its usual practice an account or accounts evidencing the indebtedness of the Company Borrower to such Lender resulting from each Advance owing to Term Loan of such Lender from time to time, including the amounts of principal and interest payable and paid to such Lender from time to time hereunder in respect of Advances. The Company agrees that upon request of any Lender to the Company (with a copy of such notice to the Administrative Agent) that such Lender receive a Note to evidence (whether for purposes of pledge, enforcement or otherwise) the Advances owing to, or to be made by, such Lender, the Company shall promptly execute and deliver to such Lender a Note payable to such Lender in a principal amount up to the Commitment of such Lenderunder this Agreement.
(b) The Register maintained by the Administrative Agent pursuant to Section 9.06(c) shall include a control account, and a subsidiary account for each Each Lender, on behalf of the Borrower, shall maintain a Register in which accounts (taken together) shall be recorded (i) the date and amount of each Borrowing Term Loan made hereunderhereunder and any Note evidencing such Term Loan, the Type of Advances comprising such Borrowing and, if appropriate, the Term Loan and each Interest Period applicable thereto, (ii) the terms of each Assignment and Acceptance delivered to and accepted by it, (iii) the amount of any principal or interest due and payable or to become due and payable from the Company Borrower to each Lender hereunder and (iviii) both the amount of any sum received by the Administrative Agent Lender hereunder from the Company hereunder Borrower and each Lender’s 's share thereof.
(c) Entries The entries made in good faith by the Administrative Agent in the Register and the accounts of each Lender maintained pursuant to subsection (bSection 2.4(b) aboveshall, and to the extent permitted by each Lender in its account or accounts pursuant to subsection (a) aboveapplicable law, shall be prima facie evidence of the amount of principal existence and interest due and payable or to become due and payable from the Company to, in the case amounts of the Register, each Lender and, in obligations of the case of such account or accounts, such Lender, under this Agreement, absent manifest errorBorrower therein recorded; provided, however, that the failure of the Administrative Agent or such any Lender to make an entrymaintain the Register or any such account, or any finding that an entry is incorrecterror therein, in the Register or such account or accounts shall not limit or otherwise in any manner affect the obligations obligation of the Company under Borrower to repay (with applicable interest) the Term Loans made to the Borrower by such Lender in accordance with the terms of this Agreement.
(d) The Borrower agrees that, upon written request by any Lender, the Borrower will promptly execute and deliver to such Lender a promissory note of the Borrower evidencing any Term Loans of such Lender, substantially in the form of Exhibit G (a "Term Note"), with appropriate insertions as to date and principal amount.
Appears in 1 contract
Evidence of Debt. (a) Each The Loans made pursuant to §2.1 by each Applicable Lender shall maintain be evidenced by one or more accounts or records maintained by such Lender and by the Applicable Agent in accordance with its usual practice an account the ordinary course of business. The accounts or accounts evidencing records maintained by the indebtedness Agents and each Lender shall be conclusive absent manifest error of the Company amount of the Loans made by the Lenders to such the Borrowers and the interest and payments thereon. Any failure to so record or any error in doing so shall not, however, limit or otherwise affect the obligation of any Borrower hereunder to pay any amount owing with respect to the applicable Obligations. In the event of any conflict between the accounts and records maintained by any Lender resulting from each Advance owing to such Lender from time to time, including and the amounts accounts and records of principal and interest payable and paid to such Lender from time to time hereunder the Applicable Agent in respect of Advancessuch matters, the accounts and records of the Applicable Agent shall control in the absence of manifest error. The Company agrees that upon Upon the request of any Lender to the Company (with a copy of such notice to made through the Administrative Agent) that such Lender receive a Note to evidence (whether for purposes of pledge, enforcement or otherwise) the Advances owing to, or to be made by, such Lender, the Company Applicable Borrower shall promptly execute and deliver to such Lender a Note payable to such Lender in a principal amount up to the Commitment of such Lender.
(b) The Register maintained by through the Administrative Agent pursuant to Section 9.06(cAgent) shall include a control account, and a subsidiary account for each Lender, in which accounts (taken together) shall be recorded (i) the date and amount of each Borrowing made hereunder, the Type of Advances comprising such Borrowing and, if appropriate, the Interest Period applicable thereto, (ii) the terms of each Assignment and Acceptance delivered to and accepted by it, (iii) the amount of any principal or interest due and payable or to become due and payable from the Company to each Lender hereunder and (iv) the amount of any sum received by the Administrative Agent from the Company hereunder and each Lender’s share thereof.
(c) Entries made in good faith by the Administrative Agent in the Register pursuant to subsection (b) above, and by each Lender in its account or accounts pursuant to subsection promissory note (a) above, shall be prima facie evidence of the amount of principal and interest due and payable or to become due and payable from the Company to, in the case of the RegisterU.S. Borrower, in substantially the form of Exhibit A-1 hereto (each Lender anda “Domestic Revolving Note”), (b) in the case of the European Borrower, in substantially the form of Exhibit A-2 hereto (each a “European Note”), (c) in the case of the Australian Borrower, in substantially the form of Exhibit A-3 hereto (each an “Australian Note”) and (d) in the case of the Canadian Borrower, in substantially the form of Exhibit A-4 hereto (each, a “Canadian Revolving Note”), in each case dated as of the Closing Date (or other such account or accounts, date on which a Lender may become a party hereto in accordance with §20 hereof) and completed with appropriate insertions. Each such Note shall be payable to the order of the Applicable Lender and shall evidence such Lender, under this Agreement, absent manifest error; provided, however, that the failure of the Administrative Agent ’s applicable Loans in addition to such accounts or records. Each such Lender may attach schedules to make an entryits Note and endorse thereon the date, or any finding that an entry is incorrectType (if applicable), in the Register or such account or accounts shall not limit or otherwise affect the obligations amount and maturity of the Company under this Agreementits Loans and payments with respect thereto.
Appears in 1 contract
Samples: Revolving Credit and Term Loan Agreement (Genesee & Wyoming Inc)
Evidence of Debt. (a) Each Lender shall maintain in accordance with its usual practice an account or accounts evidencing the indebtedness of the Company Borrower to such Lender resulting from each Advance owing to such Lender from time to time, including the amounts of principal and interest payable and paid to such Lender from time to time hereunder in respect of Advanceshereunder. The Company Borrower agrees that upon request of notice by any Lender to the Company Borrower (with a copy of such notice to the Administrative Agent) to the effect that one or more promissory notes or other evidence of indebtedness is required or appropriate in order for such Lender receive a Note to evidence (whether for purposes of pledge, enforcement or otherwise) the Advances owing to, or to be made by, such Lender, the Company Borrower shall promptly execute and deliver to such Lender Lender, with a copy to the Administrative Agent, a Note or Notes, in substantially the form of Exhibit A-1 or Exhibit A-2 (as applicable) hereto, payable to the order of such Lender in a principal amount up equal to the Term Loan Commitment or Incremental Term Loan Commitment, respectively, of such Lender. All references to Notes in the Loan Documents shall mean Notes, if any, to the extent issued hereunder. To the extent no Note has been issued to a Lender, this Agreement shall be deemed to comprise conclusive evidence for all purposes of the indebtedness resulting from the Advances and extensions of credit hereunder.
(b) The Administrative Agent shall maintain the Register in accordance with Section 9.06(c). In the event of any conflict between the accounts and records maintained by any Xxxxxx and the Administrative Agent pursuant to Section 9.06(c) shall include a control account, and a subsidiary account for each Lender, in which accounts (taken together) shall be recorded (i) the date and amount of each Borrowing made hereunderRegister, the Type Register shall control in the absence of Advances comprising such Borrowing and, if appropriate, the Interest Period applicable thereto, (ii) the terms of each Assignment and Acceptance delivered to and accepted by it, (iii) the amount of any principal or interest due and payable or to become due and payable from the Company to each Lender hereunder and (iv) the amount of any sum received by the Administrative Agent from the Company hereunder and each Lender’s share thereofmanifest error.
(c) Entries made in good faith by the Administrative Agent in the Register pursuant to subsection (b) aboveRegister, and by each Lender in its account or accounts pursuant to subsection (a) above, shall be prima facie evidence of the amount of principal and interest due and payable or to become due and payable from the Company Borrower to, in the case of the Register, each Lender and, in the case of such account or accounts, such Lender, under this Agreement, absent manifest error; provided, however, that the failure of the Administrative Agent or such Lender to make an entry, or any finding that an entry is incorrect, in the Register or such account or accounts shall not limit or otherwise affect the obligations of the Company Borrower under this Agreement.
Appears in 1 contract
Evidence of Debt. (a) Each Lender shall maintain in accordance with its usual practice an account or accounts evidencing the indebtedness of the Company Borrower to such Lender resulting from each Advance the Loan owing to such Lender from time to time, including the amounts of principal and interest payable and paid to such Lender from time to time hereunder in respect of AdvancesLoans. The Company Borrower agrees that upon request of notice by any Lender to the Company Borrower (with a copy of such notice to the Administrative Agent) to the effect that a Note is required or appropriate in order for such Lender receive a Note to evidence (whether for purposes of pledge, enforcement or otherwise) the Advances Loan owing to, or to be made by, such Lender, the Company Borrower shall promptly execute and deliver to such Lender a Note payable to the order of such Lender in a principal amount up equal to the Commitment principal amount of the Loan owing to such Lender.
(b) The Register maintained by Administrative Agent, acting for this purpose as agent for the Administrative Agent pursuant to Section 9.06(cBorrower, shall maintain a register (the “Register”) which shall include a control account, and a subsidiary account for each Lender, in which accounts (taken together) shall be recorded recordation of (i) the date and amount of each Borrowing Loan made hereunder, the Type of Advances comprising such Borrowing and, if appropriate, the Interest Period applicable thereto, (ii) the terms of each Lender Assignment and Acceptance Agreement delivered to and accepted by it, (iii) the amount of any principal or interest due and payable or to become due and payable from the Company Borrower to each Lender hereunder and (iv) the amount of any sum received by the Administrative Agent from the Company Borrower hereunder and each Lender’s share thereof.
(c) Entries made in good faith by the Administrative Agent in the Register pursuant to subsection (b) above, and by each Lender in its account or accounts pursuant to subsection (a) above, shall be prima facie evidence of the amount of principal and interest due and payable or to become due and payable from the Company to, in the case of the Register, each Lender and, in the case of such account or accounts, such Lender, under this Agreement, absent manifest error; provided, however, that the failure of the Administrative Agent or such Lender to make an entry, or any finding that an entry is incorrect, in the Register or such account or accounts shall not limit or otherwise affect the obligations of the Company under this Agreement.
Appears in 1 contract
Evidence of Debt. (aOptional Syndicated Notes).
(i) Each Lender shall maintain in accordance with its usual practice an account or accounts evidencing the indebtedness of the Company Borrower to such Lender resulting from each Advance owing to Syndicated 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 hereunder in respect of Advances. The Company agrees that upon request of any Lender to the Company (with a copy of such notice to the Administrative Agent) that such Lender receive a Note to evidence (whether for purposes of pledge, enforcement or otherwise) the Advances owing to, or to be made by, such Lender, the Company shall promptly execute and deliver to such Lender a Note payable to such Lender in a principal amount up to the Commitment of such Lenderhereunder.
(bii) The Register maintained by the Administrative Agent pursuant to Section 9.06(c) shall include a control account, and a subsidiary account for each Lender, also maintain accounts in which accounts it will record (taken together) shall be recorded (ia) the date and amount of each Borrowing Syndicated Loan made hereunder, and, to the extent applicable, the Type of Advances comprising such Borrowing and, if appropriate, thereof and the Interest Period applicable interest period with respect thereto, (ii) the terms of each Assignment and Acceptance delivered to and accepted by it, (iiib) the amount of any principal or interest due and payable or to become due and payable from the Company Borrower to each Lender hereunder and (ivc) the amount of any sum received by the Administrative Agent hereunder from the Company hereunder Borrower and each Lender’s 's share thereof.
(ciii) Entries made in good faith by the Administrative Agent The entries in the Register accounts maintained pursuant to subsection clauses (bi) above, and by each Lender in its account or accounts pursuant to subsection (aii) above, above shall be prima facie evidence of the amount of principal existence and interest due and payable or to become due and payable from the Company to, in the case amounts of the Register, each Lender and, in the case of such account or accounts, such Lender, under this Agreement, absent manifest errorObligations therein recorded; provided, however, that the failure of the Administrative Agent or any Lender to maintain such accounts or any error therein shall not in any manner affect the obligation of the Borrower to repay the Obligations in accordance with their terms. In the event of a conflict between the accounts maintained by the Administrative Agent and the accounts maintained by a Lender, the accounts maintained by the Administrative Agent shall control in the absence of manifest error.
(iv) Any Lender may request that its Syndicated Loans be evidenced by one or more Syndicated Notes. In such event, the Borrower shall execute and deliver to such Lender the applicable Syndicated Note or Syndicated Notes payable to make an entrythe order of such Lender. Thereafter, the Syndicated Loans evidenced by any such Syndicated Note and interest thereon shall at all times (including after any assignment pursuant to Section 12.3) be represented by one or more Syndicated Notes payable to the order of the payee named therein or any finding assignee pursuant to Section 12.3, except to the extent that an entry is incorrect, any such Lender or assignee subsequently returns any such Syndicated Note for cancellation and requests that such Syndicated Loans once again be evidenced as described in the Register or such account or accounts shall not limit or otherwise affect the obligations of the Company under this Agreementclauses (i) and (ii) above.
Appears in 1 contract
Samples: Revolving Credit Agreement (TJX Companies Inc /De/)
Evidence of Debt. (a) Each Lender shall maintain in accordance with its usual practice an account or accounts evidencing the indebtedness of the Company each Borrower to such Lender resulting from each Advance owing to Loan made, and each FCI issued, by such Lender from time to timeLender, including the amounts of principal and interest payable and paid to such Lender from time to time hereunder in respect of Advances. The Company agrees that upon request of any Lender to the Company (with a copy of such notice to the Administrative Agent) that such Lender receive a Note to evidence (whether for purposes of pledge, enforcement or otherwise) the Advances owing to, or to be made by, such Lender, the Company shall promptly execute and deliver to such Lender a Note payable to such Lender in a principal amount up to the Commitment of such Lenderhereunder.
(b) The Administrative Agent, on behalf of the Borrowers, shall maintain the Register maintained by the Administrative Agent pursuant to Section 9.06(c9.4(c) shall include a control account, and a subsidiary account subaccount for each Lender, Lender in which accounts (taken together) it shall be recorded record (i) the date and amount of each Borrowing Loan made hereunderhereunder (whether or not evidenced by a promissory note), the Class and Type of Advances comprising such Borrowing and, if appropriate, thereof and the Interest Period applicable thereto, (ii) the terms of each Assignment and Acceptance delivered to and accepted by it, (iii) the amount of any principal or and/or interest due and payable or to become due and payable from the Company each Borrower to each Lender hereunder hereunder, and (iviii) the amount of any sum received by the Administrative Agent from hereunder for the Company hereunder account of the Lenders and each LenderXxxxxx’s share thereof. The Foreign Trade Facility Agent shall maintain records in which it shall record all relevant details about each FCI issued hereunder and, upon the request of the Administrative Agent, the Foreign Trade Facility Agent shall make such records (or copies thereof) available to the Administrative Agent.
(c) Entries The entries made in good faith by the Administrative Agent in the Register maintained pursuant to subsection clause (b) above, and by each Lender in its account or accounts pursuant to subsection (a) above, above shall be prima facie evidence of the amount of principal existence and interest due and payable or to become due and payable from the Company to, in the case amounts of the Register, each Lender and, in the case of such account or accounts, such Lender, under this Agreement, absent manifest errorobligations recorded therein; provided, howeverthat, that the failure of the Administrative Agent or to maintain such Lender to make an entry, accounts or any finding that an entry is incorrect, in the Register or such account or accounts error therein shall not limit or otherwise in any manner affect the obligations obligation of any Borrower to repay the Company under Loans in accordance with the terms of this Agreement.
(d) Upon the request of any Xxxxxx made through the Administrative Agent, each Borrower shall execute and deliver to such Lender (through the Administrative Agent) a promissory note, which shall evidence such Xxxxxx’s Loans in addition to such accounts or records. Each such promissory note shall: (i) in the case of Domestic Revolving Loans, be in the form of Exhibit I (a “Domestic Revolving Note”); (ii) in the case of Global Revolving Loans, be in the form of Exhibit J (a “Global Revolving Note”); (iii) in the case of the Term Loan A, be in the form of Exhibit K (a “Term A Note”); (iv) in the case of the Delayed Draw Term Loan, be in the form of Exhibit L (a “DDTL Note”); (v) in the case of Swingline Loans, be in the form of Exhibit M (a “Swingline Note”); and (vi) in the case of Incremental Term Loans, be in the form of Exhibit N (an “Incremental Term Note”). Each Lender may attach schedules to its Note and endorse thereon the date, Type (if applicable), amount, currency and maturity of its Loans and payments with respect thereto.
Appears in 1 contract
Samples: Credit Agreement (SPX FLOW, Inc.)
Evidence of Debt. (a) Each Lender Lender, for this purpose as agent for the Borrower, shall maintain in accordance with its usual practice an account or accounts evidencing the indebtedness Debt of the Company Borrower to such Lender resulting from each Advance owing to such Lender from time to time, including the amounts of principal and interest payable and paid to such Lender from time to time hereunder in respect of Advanceshereunder. The Company Borrower agrees that upon request of notice by any Lender to the Company Borrower (with a copy of such notice to the Administrative Agent) to the effect that a promissory note or other evidence of indebtedness is required or appropriate in order for such Lender receive a Note to evidence (whether for purposes of pledge, enforcement or otherwise) the Advances owing to, or to be made by, such Lender, the Company Borrower shall promptly execute and deliver to such Lender Lender, with a copy to the Administrative Agent, a Term A Note, a Term B Note or a New Term Note, in substantially the form of Exhibit X-0, X-0 or A-3 hereto, respectively, or a comparable note in respect of Replacement Term Loans, payable to such Lender in a principal amount up equal to the Commitment applicable Term Loans of such Lender. All references to Notes in the Loan Documents shall mean Notes, if any, to the extent issued hereunder.
(b) The Register maintained by the Administrative Agent pursuant to Section 9.06(c9.07(e) shall include a control account, and a subsidiary account for each Lender, in which accounts (taken together) shall be recorded (i) the date and amount of each Borrowing made hereunder, the Type of Advances comprising such Borrowing and, if appropriate, the Interest Period applicable thereto, (ii) the terms of each Assignment and Acceptance or Borrower Assignment and Acceptance and/or Joinder Agreement delivered to and accepted by it, (iii) the amount of any principal or interest due and payable or to become due and payable from the Company Borrower to each Lender hereunder hereunder, and (iv) the amount of any sum received by the Administrative Agent from the Company Borrower hereunder and each Lender’s share thereof.
(c) Entries made in good faith by the Administrative Agent in the Register pursuant to subsection (b) above, and by each Lender in its account or accounts pursuant to subsection (a) above, shall be prima facie evidence of the amount of principal and interest due and payable or to become due and payable from the Company Borrower to, in the case of the Register, each Lender and, in the case of such account or accounts, such Lender, under this Agreement, absent manifest error; provided, however, that the failure of the Administrative Agent or such Lender to make an entry, or any finding that an entry is incorrect, in the Register or such account or accounts shall not limit or otherwise affect the obligations of the Company Borrower under this Agreement; provided, further, that in the event of a conflict between the Register and the accounts of any Lender, the Register shall control.
Appears in 1 contract
Evidence of Debt. (a) Each Lender Bank and Issuing Bank shall maintain in accordance with its usual practice an account or accounts evidencing the indebtedness of the Company each Borrower to such Lender Bank or Issuing Bank resulting from each Revolving Credit Advance or Letter of Credit Interest owing to such Lender Bank or Issuing Bank, as the case may be, from time to time, including the amounts of principal and interest payable and paid to such Lender Bank or Issuing Bank from time to time hereunder in respect of Advanceshereunder. The Company Each Borrower agrees that upon request of notice by any Lender Bank to the Company such Borrower (with a copy of such notice to the Administrative Agent) to the effect that a promissory note or other evidence of indebtedness is required or appropriate in order for such Lender receive a Note Bank to evidence (whether for purposes of pledge, enforcement or otherwise) the Revolving Credit Advances to such Borrower owing to, or to be made by, such LenderBank, the Company such Borrower shall promptly execute and deliver to such Lender Bank, with a copy to the Agent, a Note in substantially the form of Exhibit I hereto payable to the order of such Lender Bank. All references to Notes in a principal amount up the Credit Documents shall mean Notes, if any, to the Commitment of such Lenderextent issued hereunder.
(b) The Register maintained by the Administrative Agent pursuant to Section 9.06(c8.5(c) shall include a control account, and a subsidiary account for each Lender, in which accounts (taken together) shall be recorded set forth (i) the date and amount of each Letter of Credit and Revolving Credit Borrowing made hereunder, the Type of Revolving Credit Advances comprising such Revolving Credit Borrowing and, if appropriate, the Interest Period applicable thereto, (ii) the terms of each Assignment Transfer Agreement, Revolving Credit Commitment Increase Agreement and Acceptance Letter of Credit Commitment Increase Agreement delivered to and accepted by it, (iii) the amount of any principal or interest due and payable or to become due and payable from the Company each Borrower to each Lender hereunder Bank hereunder, and (iv) the amount of any sum received by the Administrative Agent from the Company any Borrower hereunder and each Lender’s Bank's share thereof.
(c) Entries made in good faith by the Administrative Agent in the Register pursuant to subsection (b) above, and by each Lender Bank or Issuing Bank in its account or accounts pursuant to subsection (a) above, shall be prima facie evidence of the amount of principal and interest due and payable or to become due and payable from the Company any Borrower to, in the case of the Register, each Lender the Agent and, in the case of such account or accounts, such LenderBank or Issuing Bank, under this Agreement, absent manifest error; provided, however, however that the failure of the Administrative Agent or such Lender Bank or Issuing Bank to make an entry, or any finding that an entry is incorrect, in the Register or such account or accounts shall not limit or otherwise affect the obligations of the Company any Credit Party under this Agreementany Credit Document.
Appears in 1 contract
Evidence of Debt. (a) Each Lender shall maintain in accordance with its usual practice an account or accounts evidencing the indebtedness of the Company each Borrower to such Lender resulting from each Revolving Credit Advance owing of such Lender to such Lender Borrower from time to time, including the amounts of principal and interest payable and paid to such Lender from time to time hereunder in respect of Advances. The Company agrees that upon request of any Lender to the Company (with a copy of such notice to the Administrative Agent) that such Lender receive a Note to evidence (whether for purposes of pledge, enforcement or otherwise) the Advances owing to, or to be made by, such Lender, the Company shall promptly execute and deliver to such Lender a Note payable to such Lender in a principal amount up to the Commitment of such LenderRevolving Credit Advance.
(b) The Register maintained by the Administrative Agent shall maintain the Register pursuant to Section 9.06(c) shall include a control account9.7(c), and a subsidiary account subaccount therein for each Lender, in which accounts (taken together) shall be recorded (i) the date and amount of each Borrowing Revolving Credit Advance made hereunder, the Type of Advances comprising such Borrowing and, if appropriate, the thereof and each Interest Period applicable thereto, (ii) the terms of each Assignment and Acceptance delivered to and accepted by it, (iii) the amount of any principal or interest due and payable or to become due and payable from the Company each Borrower on account of such Revolving Credit Advance to each Lender hereunder and (iviii) both the amount of any sum received by the Administrative Agent hereunder from the Company hereunder each Borrower and each Lender’s 's share thereof.
(c) Entries made in good faith by the Administrative Agent in the Register pursuant to subsection (b) above, and by each Lender in its account or accounts pursuant to subsection (a) above, shall be prima facie evidence of the amount of principal existence and interest due and payable or to become due and payable from the Company to, in the case amounts of the Register, obligations of each Lender and, in the case of such account or accounts, such Lender, under this Agreement, absent manifest errorBorrower therein recorded; provided, however, that the failure of any Lender or the Administrative Agent to maintain the Register or any such account, or any error therein, shall not in any manner affect the obligation of each Borrower to repay (with applicable interest) the Revolving Credit Advances made to each such Borrower by such Lender in accordance with the terms of this Agreement.
(d) Each Borrower agrees that, upon the request to the Administrative Agent by any Lender, such Borrower will execute and deliver to such Lender a promissory note of such Borrower evidencing the Revolving Credit Advances of such Lender to make an entrysuch Borrower, or any finding that an entry is incorrect, substantially in the Register or such account or accounts shall not limit or otherwise affect the obligations form of the Company under this AgreementExhibit A with appropriate insertions as to date and principal amount (a "Note").
Appears in 1 contract
Samples: Revolving Credit and Competitive Advance Facility Agreement (El Paso Natural Gas Co)
Evidence of Debt. (a) Each Lender shall maintain in ---------------- accordance with its usual practice an account or accounts evidencing the indebtedness of the Company each Borrower to such Lender resulting from each Advance owing to 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 hereunder in respect of Advances. The Company agrees that upon request of any Lender to the Company (with a copy of such notice to the Administrative Agent) that such Lender receive a Note to evidence (whether for purposes of pledge, enforcement or otherwise) the Advances owing to, or to be made by, such Lender, the Company shall promptly execute and deliver to such Lender a Note payable to such Lender in a principal amount up to the Commitment of such Lenderhereunder.
(b) The Administrative Agent, on behalf of the Borrowers, shall maintain the Register maintained by the Administrative Agent pursuant to Section 9.06(c9.4(c) shall include a control account, and a subsidiary account subaccount for each Lender, Lender in which accounts (taken together) it shall be recorded record (i) the date and amount of each Borrowing Loan made hereunderhereunder (whether or not evidenced by a promissory note), the Class and Type of Advances comprising such Borrowing and, if appropriate, thereof and the Interest Period applicable thereto, (ii) the terms of each Assignment and Acceptance delivered to and accepted by it, (iii) the amount of any principal or interest due and payable or to become due and payable from the Company each Borrower to each Lender hereunder and (iviii) the amount of any sum received by the Administrative Agent from hereunder for the Company hereunder account of the Lenders and each Lender’s 's share thereof.
(c) Entries The entries made in good faith by the Administrative Agent in the Register accounts maintained pursuant to subsection paragraph (a) or (b) above, and by each Lender in its account or accounts pursuant to subsection (a) above, of this Section shall be prima facie evidence of the amount of principal existence and interest due and payable or to become due and payable from the Company to, in the case ----- ----- amounts of the Register, each Lender and, in the case of such account or accounts, such Lender, under this Agreement, absent manifest errorobligations recorded therein; provided, however, provided that the failure of any -------- Lender or the Administrative Agent or to maintain such Lender to make an entry, accounts or any finding that an entry is incorrect, in the Register or such account or accounts error therein shall not limit or otherwise in any manner affect the obligations obligation of any Borrower to repay the Company under Loans in accordance with the terms of this Agreement.
(d) Any Lender may request that Loans of any Class made by it be evidenced by a promissory note. In such event, each applicable Borrower shall prepare, execute and deliver to such Lender a promissory note payable to the order of such Lender and its registered assigns and in a form approved by the Administrative Agent. Thereafter, the Loans evidenced by such promissory note and interest thereon shall at all times (including after assignment pursuant to Section 9.4) be represented by one or more promissory notes in such form payable to such payee and its registered assigns.
Appears in 1 contract
Samples: Credit Agreement (SPX Corp)
Evidence of Debt. (a) Each Lender shall maintain in accordance with its usual practice an account or accounts evidencing the indebtedness of the Company Borrower to such Lender resulting from each Advance owing to Loan of such Lender from time to time, including the amounts of principal and interest payable and paid to such Lender from time to time hereunder in respect of Advances. The Company agrees that upon request of any Lender to the Company (with a copy of such notice to the Administrative Agent) that such Lender receive a Note to evidence (whether for purposes of pledge, enforcement or otherwise) the Advances owing to, or to be made by, such Lender, the Company shall promptly execute and deliver to such Lender a Note payable to such Lender in a principal amount up to the Commitment of such Lenderunder this Agreement.
(b) The Register maintained by the Administrative Agent pursuant to Section 9.06(c) shall include a control account, and a subsidiary account for each Lender, in which accounts (taken together) shall be recorded (i) the date and amount of each Borrowing made hereunder, the Type of Advances comprising such Borrowing and, if appropriate, the Interest Period applicable thereto, (ii) the terms of each Assignment and Acceptance delivered to and accepted by it, (iii) the amount of any principal or interest due and payable or to become due and payable from the Company Borrower to each Lender hereunder and (iv) both the amount of any sum received by the Administrative Agent hereunder from the Company hereunder Borrower and each Lender’s 's share thereof.
(c) Entries The entries made in good faith by the Administrative Agent in the Register and the accounts of each Lender maintained pursuant to subsection (b3.13(a) aboveshall, and to the extent permitted by each Lender in its account or accounts pursuant to subsection (a) aboveapplicable law, shall be prima facie evidence of the amount of principal existence and interest due and payable or to become due and payable from the Company to, in the case amounts of the Register, each Lender and, in obligations of the case of such account or accounts, such Lender, under this Agreement, absent manifest errorBorrower therein recorded; provided, however, that the failure of any Lender or the Administrative Agent to maintain the Register or any such Lender to make an entryaccount, or any finding that an entry is incorrecterror therein, in the Register or such account or accounts shall not limit or otherwise in any manner affect the obligations obligation of the Company under Borrower to repay (with applicable interest) the Loans made to such Borrower by such Lender in accordance with the terms of this Agreement.
(d) The Borrower agrees that, upon the request to the Administrative Agent by any Lender, the Borrower will execute and deliver to such Lender a promissory note of the Borrower evidencing the Revolving Credit Loans of such Lender, substantially in the form of Exhibit A with appropriate insertions as to date and principal amount (a "Revolving Credit Note").
(e) The Borrower agrees that, upon the request to the Administrative Agent by any Lender, the Borrower will execute and deliver to such Lender a promissory note of the Borrower evidencing the CAF Advances of such Lender, substantially in the form of Exhibit B with appropriate insertions (a "CAF Advance Note").
Appears in 1 contract
Evidence of Debt. (a) Each The Loans made pursuant to §2.1 by each Applicable Lender shall maintain be evidenced by one or more accounts or records maintained by such Lender and by the Applicable Agent in accordance with its usual practice an account the ordinary course of business. The accounts or accounts evidencing records maintained by the indebtedness Agents and each Lender shall be conclusive absent manifest error of the Company amount of the Loans made by the Lenders to such the Borrowers and the interest and payments thereon. Any failure to so record or any error in doing so shall not, however, limit or otherwise affect the obligation of any Borrower hereunder to pay any amount owing with respect to the applicable Obligations. In the event of any conflict between the accounts and records maintained by any Lender resulting from each Advance owing to such Lender from time to time, including and the amounts accounts and records of principal and interest payable and paid to such Lender from time to time hereunder the Applicable Agent in respect of Advancessuch matters, the accounts and records of the Applicable Agent shall control in the absence of manifest error. The Company agrees that upon Upon the request of any Lender to the Company (with a copy of such notice to made through the Administrative Agent) that such Lender receive a Note to evidence (whether for purposes of pledge, enforcement or otherwise) the Advances owing to, or to be made by, such Lender, the Company Applicable Borrower shall promptly execute and deliver to such Lender a Note payable to such Lender in a principal amount up to the Commitment of such Lender.
(b) The Register maintained by through the Administrative Agent pursuant to Section 9.06(cAgent) shall include a control account, and a subsidiary account for each Lender, in which accounts (taken together) shall be recorded (i) the date and amount of each Borrowing made hereunder, the Type of Advances comprising such Borrowing and, if appropriate, the Interest Period applicable thereto, (ii) the terms of each Assignment and Acceptance delivered to and accepted by it, (iii) the amount of any principal or interest due and payable or to become due and payable from the Company to each Lender hereunder and (iv) the amount of any sum received by the Administrative Agent from the Company hereunder and each Lender’s share thereof.
(c) Entries made in good faith by the Administrative Agent in the Register pursuant to subsection (b) above, and by each Lender in its account or accounts pursuant to subsection promissory note (a) above, shall be prima facie evidence of the amount of principal and interest due and payable or to become due and payable from the Company to, in the case of the RegisterDomestic Borrowers, each Lender andin substantially the form of Exhibit A-1 (each, a “Domestic Revolving Note”), (b) in the case of the European Borrowers, in substantially the form of Exhibit A-2 (each, a “European Note”), (c) [Reserved], (d) in the case of the Canadian Borrower, in substantially the form of Exhibit A-4 (each, a “Canadian Revolving Note”) and (e) in the case of the UK Borrower, in substantially the form of Exhibit A-5 (each, a “UK Revolving Note”), in each case dated as of the Restatement Effective Date (or other such account or accounts, date on which a Lender may become a party hereto in accordance with §20) and completed with appropriate insertions. Each such Note shall be payable to the order of the Applicable Lender and shall evidence such Lender, under this Agreement, absent manifest error; provided, however, that the failure of the Administrative Agent ’s applicable Loans in addition to such accounts or records. Each such Lender may attach schedules to make an entryits Note and endorse thereon the date, or any finding that an entry is incorrectType (if applicable), in the Register or such account or accounts shall not limit or otherwise affect the obligations amount and maturity of the Company under this Agreementits Loans and payments with respect thereto.
Appears in 1 contract
Samples: Senior Secured Syndicated Facility Agreement (Genesee & Wyoming Inc)
Evidence of Debt. (a) Each Lender shall maintain in accordance with its usual practice an account or accounts (a “Loan Account”) evidencing the all indebtedness of the Company to such Lender resulting from each Advance Borrowers owing to such Lender hereunder from time to time, including the amounts of principal and interest payable and paid to such Lender from time to time hereunder in respect of Advances. The Company agrees that upon request of any Lender to the Company (with a copy of such notice to the Administrative Agent) that such Lender receive a Note to evidence (whether for purposes of pledge, enforcement or otherwise) the Advances owing to, or to be made by, such Lender, the Company shall promptly execute and deliver to such Lender a Note payable to such Lender in a principal amount up to the Commitment of such Lenderhereunder.
(b) The Register maintained by the Administrative Agent pursuant to Section 9.06(c14.3(c) shall include a control account, and a subsidiary account for each Lender, in which accounts (taken together) shall be recorded reflect (i) the date and the amount of each Borrowing Loan made hereunder, the Type of Advances comprising such Borrowing andthereof and the Interest Period, if appropriateany, the Interest Period applicable thereto, (ii) the terms of each Assignment amount and Acceptance delivered to and accepted by it, (iii) the amount currency of any principal or interest due and payable or to become due and payable from the Company Borrowers to each Lender hereunder hereunder, (iii) the effective date and amount of each Assignment Agreement delivered to and accepted by it and the parties thereto pursuant to Section 14.3, (iv) the amount of any sum received by the Administrative Agent from hereunder for the Company hereunder account of the Lenders and each Lender’s share thereof, and (v) all other appropriate debits and credits as provided in this Agreement, including, without limitation, all fees, charges, expenses and interest.
(c) Entries The entries made in good faith by the Administrative Agent in Loan Account, the Register and the other accounts maintained pursuant to subsection subsections (a) or (b) above, and by each Lender in its account or accounts pursuant to subsection (a) above, of this Section 2.13 shall be prima facie evidence of the amount of principal and interest due and payable or to become due and payable from the Company to, in the case of the Register, each Lender and, in the case of such account or accounts, such Lender, under this Agreementpresumptively correct for all purposes, absent manifest error; provided, however, provided that the failure of any Lender or the Administrative Agent or to maintain such Lender to make an entry, accounts or any finding that an entry is incorrect, in the Register or such account or accounts error therein shall not limit or otherwise in any manner affect the obligations obligation of the Company under Borrowers to repay the Obligations in accordance with the terms of this Agreement.
(d) Any Lender may request that the Revolving Loans made by it each be evidenced by a promissory note in substantially the form of Exhibit H to evidence such Lender’s Revolving Loans. In such event, the applicable Borrower shall promptly prepare, execute and deliver to such Lender a promissory note for such Loans payable to the order of such Lender and in a form approved by the Administrative Agent and consistent with the terms of this Agreement. Thereafter, the Loans evidenced by such promissory note and interest thereon shall at all times (including after assignment pursuant to Section 14.3) be represented by one or more promissory notes in such form payable to the order of the payee named therein.
Appears in 1 contract
Evidence of Debt. (a) Each Lender shall maintain in accordance with its usual practice an account or accounts evidencing the indebtedness of the Company to such Lender resulting from each Advance owing to such Lender from time to time, including the amounts of principal and interest payable and paid to such Lender from time to time hereunder in respect of Advances. The Company agrees that upon request of any Lender to the Company (with a copy of such notice to the Administrative Agent) that such Lender receive a Note to evidence (whether for purposes of pledge, enforcement or otherwise) the Advances owing to, or to be made by, such Lender, the Company shall promptly execute and deliver to such Lender a Note payable to such Lender in a principal amount up to the Commitment of such Lender.
(bA) The Register maintained by the Administrative Agent pursuant to Section 9.06(c) 10.3 shall include a control account, and a subsidiary account for each Lender, in which accounts (taken together) shall be recorded record (i) the date and amount of each Borrowing Advance made hereunder, the Type of Advances comprising such Borrowing and, if appropriate, the Interest Period applicable thereto, (ii) the terms of each Assignment and Acceptance delivered to and accepted by it, (iii) the amount of any principal or interest due and payable or to become due and payable from the Company Borrower to each Lender hereunder hereunder, and (iv) the amount of any sum received by the Administrative Agent from the Company Borrower hereunder and each Lender’s 's share thereof.
(cB) Entries made in good faith by the Administrative Agent in the Register pursuant to subsection (b) above, and by each Lender in its account or accounts pursuant to subsection (aA) above, shall be prima facie evidence of the amount of principal and interest due and payable or to become due and payable from the Company Borrower to, in the case of the Register, each Lender and, in the case of such account or accounts, such Lender, under this Agreement, absent manifest error; provided, however, that the failure of the Administrative Agent or such Lender to make an entry, or any finding that an entry is incorrect, in the Register or such account or accounts shall not limit or otherwise affect the obligations of the Company Borrower under this Agreement.
(C) The Agent is authorized to record the principal amount of each Advance and each repayment with respect to its Advances on the schedules attached to the Notes; provided, however, that the failure to so record shall not affect the Borrower's obligations under the Notes; and provided further that notwithstanding the face amount of any Note, the aggregate principal amount of all Advances outstanding at any time to a Lender under a Note shall not exceed the aggregate principal amount of all Advances outstanding to such Lender. The Borrower authorizes the Lenders to extend Advances and the Agent to transfer funds based on telephonic notices made by any person or persons the Agent in good faith believes to be acting on behalf of the Borrower. The Borrower agrees to deliver promptly to Agent a written confirmation, signed by an Authorized Officer, if such confirmation is requested by Agent, of each telephonic notice. If the written confirmation differs in any material respect from the action taken by Agent, (i) the telephonic notice shall govern absent manifest error and (ii) Agent shall promptly notify the Authorized Officer who provided such confirmation of such difference.
Appears in 1 contract
Evidence of Debt. (a) Each Lender shall maintain in accordance with its usual practice an account or accounts evidencing the indebtedness of the Company Borrower to such Lender resulting from each Advance owing to such Lender from time to time, including the amounts of principal and interest payable and paid to such Lender from time to time hereunder in respect of Advanceshereunder. The Company Borrower agrees that upon request of notice by any Lender to the Company Borrower (with a copy of such notice to the Administrative Agent) to the effect that a promissory note or other evidence of indebtedness is required or appropriate in order for such Lender receive a Note to evidence (whether for purposes of pledge, enforcement or otherwise) the Advances owing to, or to be made by, such Lender, the Company Borrower shall promptly execute and deliver to such Lender Lender, with a Note copy to the Administrative Agent, a Note, in substantially the form of Exhibit A hereto, payable to the order of such Lender in a principal amount up equal to the Commitment of such Lender. All references to Notes in the Loan Documents shall mean Notes, if any, to the extent issued hereunder.
(b) The Register maintained by the Administrative Agent pursuant to Section 9.06(c9.07(d) shall include a control account, and a subsidiary account for each Lender, in which accounts (taken together) shall be recorded (i) the date and amount of each Borrowing made hereunder, the Type of Advances comprising such Borrowing and, if appropriate, the Interest Period applicable thereto, (ii) the terms of each Assignment and Acceptance delivered to and accepted by it, (iii) the amount of any principal or interest due and payable or to become due and payable from the Company Borrower to each Lender hereunder and (iv) the amount of any sum received by the Administrative Agent from the Company Borrower hereunder and each Lender’s share thereof.
(c) Entries made in good faith by the Administrative Agent in the Register pursuant to subsection (b) above, and by each Lender in its account or accounts pursuant to subsection (a) above, shall be prima facie evidence of the amount of principal and interest due and payable or to become due and payable from the Company Borrower to, in the case of the Register, each Lender and, in the case of such account or accounts, such Lender, under this Agreement, absent manifest error; provided, however, that the failure of the Administrative Agent or such Lender to make an entry, or any finding that an entry is incorrect, in the Register or such account or accounts shall not limit or otherwise affect the obligations of the Company Borrower under this Agreement.
Appears in 1 contract
Evidence of Debt. (a) Each Lender shall maintain in accordance with its usual practice an account or accounts evidencing the indebtedness of the Company Borrower to such Lender resulting from each Advance owing to Loan of such Lender from time to time, including the amounts of principal and interest payable and paid to such Lender from time to time hereunder in respect of Advances. The Company agrees that upon request of any Lender to the Company (with a copy of such notice to the Administrative Agent) that such Lender receive a Note to evidence (whether for purposes of pledge, enforcement or otherwise) the Advances owing to, or to be made by, such Lender, the Company shall promptly execute and deliver to such Lender a Note payable to such Lender in a principal amount up to the Commitment of such Lenderunder this Agreement.
(b) The Register maintained by the Administrative Agent shall maintain the Register pursuant to Section 9.06(c) shall include a control accountsubsection 10.6(b), and a subsidiary account subaccount therein for each Lender, in which accounts (taken together) shall be recorded (i) the date and amount of each Borrowing made hereunder, the Type of Advances comprising such Borrowing and, if appropriatein the case of LIBOR Loans, the Interest Period applicable theretoto each Loan, (ii) the terms of each Assignment and Acceptance delivered to and accepted by it, (iii) the amount of any principal or interest due and payable or to become due and payable from the Company Borrower to each Lender hereunder and (iviii) both the amount of any sum received by the Administrative Agent hereunder from the Company hereunder Borrower and each Lender’s 's share thereof.
(c) Entries The entries made in good faith by the Administrative Agent in the Register and the accounts of each Lender maintained pursuant to subsection (b3.13(a) aboveshall, and to the extent permitted by each Lender in its account or accounts pursuant to subsection (a) aboveapplicable law, shall be prima facie evidence of the amount of principal existence and interest due and payable or to become due and payable from the Company to, in the case amounts of the Register, each Lender and, in obligations of the case of such account or accounts, such Lender, under this Agreement, absent manifest errorBorrower therein recorded; provided, however, that the failure of any Lender or the Administrative Agent to maintain the Register or any such Lender to make an entryaccount, or any finding that an entry is incorrecterror therein, in the Register or such account or accounts shall not limit or otherwise in any manner affect the obligations obligation of the Company under Borrower to repay (with applicable interest) the Loans made to such Borrower by such Lender in accordance with the terms of this Agreement.
(d) The Borrower agrees that, upon the request to the Administrative Agent by any Lender, the Borrower will execute and deliver to such Lender a promissory note of the Borrower evidencing the Loans of such Lender, substantially in the form of Exhibit C with appropriate insertions as to date and principal amount (a "Note").
Appears in 1 contract
Samples: Credit Agreement (Schein Henry Inc)
Evidence of Debt. (a) Each Lender shall maintain in accordance with its usual practice an account or accounts evidencing the indebtedness of the Company Borrower to such Lender resulting from each Advance owing to Loan of such Lender from time to time, including the amounts of principal and interest payable and paid to such Lender from time to time hereunder in respect of Advances. The Company agrees that upon request of any Lender to the Company (with a copy of such notice to the Administrative Agent) that such Lender receive a Note to evidence (whether for purposes of pledge, enforcement or otherwise) the Advances owing to, or to be made by, such Lender, the Company shall promptly execute and deliver to such Lender a Note payable to such Lender in a principal amount up to the Commitment of such Lenderunder this Agreement.
(b) The Register maintained by the Administrative Agent shall maintain the Register pursuant to Section 9.06(c) shall include a control account10.06(c), and a subsidiary account subaccount therein for each Lender, in which accounts (taken together) shall be recorded (i) the date and amount of each Borrowing Loan made hereunder, the Type of Advances comprising such Borrowing and, if appropriate, the thereof and each Interest Period applicable thereto, and each Lender’s Commitment (including its Borrowing Base Commitment) and the principal amount of each Lender’s pro rata share of such Loan, (ii) the terms of each Assignment and Acceptance delivered to and accepted by it, (iii) the amount of any principal or interest due and payable or to become due and payable from to the Company to Lenders hereunder, (iii) the amount of each Lender hereunder Lender’s participation in outstanding Letters of Credit and (iv) both the amount of any sum received by the Administrative Agent hereunder from the Company hereunder Borrower and each Lender’s share thereof.
(c) Entries The entries made in good faith by the Administrative Agent in the Register pursuant to subsection (b) above, and by the accounts of each Lender in its account or accounts maintained pursuant hereto shall, to subsection (a) abovethe extent permitted by applicable law, shall be prima facie evidence of the amount of principal existence and interest due and payable or to become due and payable from the Company to, in the case amounts of the Registerobligations of the Borrower therein recorded, each Lender and, in the case of such account or accounts, such Lender, under this Agreement, absent manifest error; provided, however, that the failure of any Lender or the Administrative Agent to maintain the Register or any such account, or any error therein, shall not in any manner affect the obligation of the Borrower to repay (with applicable interest) the Loans made to the Borrower in accordance with the terms of this Agreement.
(d) The Borrower agrees that, upon the request to the Administrative Agent by any applicable Lender, the Borrower will execute and deliver to such Lender, as appropriate, a promissory note of the Borrower evidencing the Loans of such Lender, substantially in the form of Exhibit D with appropriate insertions as to date and principal amount (a “Note”). Each Lender is hereby authorized to record the Borrowing Date, the amount of each relevant Loan and the date and amount of each payment or prepayment of principal thereof, on the schedule annexed to and constituting a part of the Note evidencing such Loan and any such recordation shall constitute prima facie evidence of the accuracy of the information so recorded, provided that the failure by a Lender to make an entry, any such recordation (or any finding that an entry is incorrect, in the Register or such account or accounts error therein) shall not limit or otherwise affect any of the obligations of the Company Borrower under such Note or this Agreement.
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Evidence of Debt. (a) Each Lender shall maintain in accordance with its usual practice an account or accounts evidencing the indebtedness Indebtedness of the Company Borrower to such Lender resulting from each Advance owing to Loan of such Lender from time to time, including the amounts of principal and interest payable and paid to such Lender from time to time hereunder in respect of Advances. The Company agrees that upon request of any Lender to the Company (with a copy of such notice to the Administrative Agent) that such Lender receive a Note to evidence (whether for purposes of pledge, enforcement or otherwise) the Advances owing to, or to be made by, such Lender, the Company shall promptly execute and deliver to such Lender a Note payable to such Lender in a principal amount up to the Commitment of such Lenderunder this Agreement.
(b) The Register maintained by the Administrative Agent pursuant to Section 9.06(c) shall include a control account, and a subsidiary account for each Lender, maintain accounts in accordance with its usual practice in which accounts (taken together) shall be recorded it will record (i) the date and amount of each Borrowing Loan made hereunder, the Type of Advances comprising such Borrowing and, if appropriatea Eurodollar Rate Loan, the Interest Period applicable thereto, (ii) the terms of each Assignment and Acceptance delivered to and accepted by it, (iii) the amount of any principal or interest due and payable or to become due and payable from by the Company Borrower to each Lender hereunder and (iviii) the amount of any sum received by the Administrative Agent hereunder from the Company hereunder Borrower and each Lender’s 's share thereof, if applicable.
(c) Entries The entries made in good faith by the Administrative Agent in the Register accounts maintained pursuant to subsection clauses (a) and (b) aboveof this Section 2.6 shall, and to the extent permitted by each Lender in its account or accounts pursuant to subsection (a) aboveapplicable law, shall be prima facie evidence of the amount of principal existence and interest due and payable or to become due and payable from the Company to, in the case amounts of the Register, each Lender and, in the case of such account or accounts, such Lender, under this Agreement, absent manifest errorobligations recorded therein; provided, however, that the failure of any Lender or the Administrative Agent or to maintain such Lender to make an entry, accounts or any finding that an entry is incorrect, in the Register or such account or accounts error therein shall not limit or otherwise in any manner affect the obligations of the Company under Borrower to repay the Loans in accordance with the terms hereof and the other Loan Documents.
(d) Notwithstanding any other provision of this Agreement., in the event that any Lender requests that the Borrower execute and deliver a promissory note or notes payable to such Lender in order to evidence the Indebtedness owing to such Lender by the Borrower hereunder, the Borrower will promptly execute and deliver a Revolving Credit Note or Revolving Credit Notes to such Lender evidencing any Loans of such Lender, substantially in the form of Exhibit B.
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