Evidence of Indebtedness. (a) The Loans made by each Lender shall be evidenced by one or more entries in the Register maintained by the Agent, acting solely for purposes of Treasury Regulation Section 5f.103-1(c), as non-fiduciary agent for the Borrowers. The accounts or records maintained by the Agent shall be conclusive evidence absent manifest error of the amount of the Loans made by the Lenders to 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 the Borrowers hereunder to pay any amount owing with respect to the Obligations. In the event of any conflict between the accounts and records maintained by any Lender pursuant to Section 2.5(b) and the accounts and records of the Agent in respect of such matters, the accounts and records of the Agent shall control in the absence of manifest error. Upon the request of any Lender made through the Agent, the applicable Borrower shall execute and deliver to such Lender (through the Agent) a Term Note payable to such Lender, which shall evidence such Lender’s Loans in addition to such accounts or records. Each Lender may attach schedules to its Term Note and endorse thereon the date, Class, Type (if applicable), amount and maturity of its Loans and payments with respect thereto. (b) Entries made in good faith by the Agent in the Register pursuant to Section 2.5(a), and by each Lender in its account or accounts pursuant to this Section 2.5(b), shall be prima facie evidence of the amount of principal and interest due and payable or to become due and payable from the Borrowers to, in the case of the Register, each Lender and, in the case of such account or accounts, such Lender, under this Agreement and the other Financing Agreements, absent manifest error; provided that the failure of the 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 Borrowers under this Agreement and the other Financing Agreements.
Appears in 10 contracts
Samples: Term Loan Agreement (Albertsons Companies, Inc.), Term Loan Agreement (Albertsons Companies, Inc.), Term Loan Agreement (Albertsons Companies, Inc.)
Evidence of Indebtedness. (a) The Loans Credit Extensions made by each Lender shall be evidenced by one or more entries in the Register accounts or records maintained by the Agent, acting solely for purposes of Treasury Regulation Section 5f.103-1(c), as non-fiduciary agent for the Borrowerssuch Lender. The accounts or records maintained by the Agent each Lender shall be conclusive prima facie evidence absent manifest error of the amount of the Loans Credit Extensions made by the Lenders to the Borrowers Borrower 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 the Borrowers Borrower hereunder to pay any amount owing with respect to the Obligations. In the event of any conflict between the accounts and records maintained by any Lender pursuant to Section 2.5(b) and the accounts 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. Upon the request of any Lender made through the Administrative Agent, the applicable Borrower shall execute and deliver to such Lender (through the Administrative Agent) a Term Note payable to such Lender, which shall evidence such Lender’s Loans in addition to such accounts or records. Each Lender may attach schedules to its Term Note and endorse thereon the date, Class, Type (if applicable), amount and maturity of its Loans and payments with respect thereto.
(b) Entries made in good faith by the Agent in the Register pursuant to Section 2.5(a), and by each Lender in its account or accounts pursuant to this Section 2.5(b2.08(a), shall be prima facie evidence of the amount of principal and interest due and payable or to become due and payable from the Borrowers to, in the case of the Register, each Lender and, in the case of such account or accounts, Borrower to such Lender, under this Agreement and the other Financing AgreementsLoan Documents, absent manifest error; provided that the failure of the 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 Borrowers Borrower under this Agreement and the other Financing AgreementsLoan Documents.
Appears in 9 contracts
Samples: Senior Secured Credit Agreement (Bright Mountain Media, Inc.), Senior Secured Credit Agreement (Bright Mountain Media, Inc.), Senior Secured Credit Agreement (Bright Mountain Media, Inc.)
Evidence of Indebtedness. (a) The Loans Credit Extensions made by each Lender shall be evidenced by one or more accounts or records maintained by such Lender and evidenced by one or more entries in the Register maintained by the Administrative Agent, acting acting, solely for purposes of Treasury Regulation Section 5f.103-1(c), as non-fiduciary agent for the BorrowersBorrower. The accounts or records maintained by the Administrative Agent shall be conclusive prima facie evidence absent manifest error of the amount of the Loans Credit Extensions made by the Lenders to the Borrowers Borrower 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 the Borrowers Borrower hereunder to pay any amount owing with respect to the Obligations. In the event of any conflict between the accounts and records maintained by any Lender pursuant to Section 2.5(b) and the accounts 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. Upon the request of any Lender made through the Administrative Agent, the applicable Borrower shall execute and deliver to such Lender (through the Administrative Agent) a Term Note payable to such Lender, which shall evidence such Lender’s Loans in addition to such accounts or records. Each Lender may attach schedules to its Term Note and endorse thereon the date, Class, Type (if applicable), amount amount, currency and maturity of its Loans and payments with respect thereto.
(b) [Reserved].
(c) Entries made in good faith by the Administrative Agent in the Register pursuant to Section 2.5(a), and by each Lender in its account or accounts pursuant to this Section 2.5(b2.11(a), shall be prima facie evidence of the amount of principal and interest due and payable or to become due and payable from the Borrowers Borrower to, in the case of the Register, each Lender and, in the case of such account or accounts, such Lender, under this Agreement and the other Financing AgreementsLoan Documents, absent manifest error; provided 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 Borrowers Borrower under this Agreement and the other Financing AgreementsLoan Documents.
Appears in 5 contracts
Samples: Second Lien Credit Agreement (Vine Energy Inc.), Term Loan B Credit Agreement (Vine Resources Inc.), Term Loan Credit Agreement (Vine Resources Inc.)
Evidence of Indebtedness. (a) The Loans Credit Extensions made by each Lender shall be evidenced by one or more entries accounts or records maintained by such Lender in the Register maintained by the Agent, acting solely for purposes ordinary course of Treasury Regulation Section 5f.103-1(c), as non-fiduciary agent for the Borrowersbusiness. The accounts or records maintained by the Agent each Lender shall be conclusive prima facie evidence absent manifest error of the amount of the Loans Credit Extensions made by the Lenders to the Borrowers Borrower 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 the Borrowers Borrower hereunder to pay any amount owing with respect to the First Lien Obligations. In the event of any conflict between the accounts and records maintained by any Lender pursuant to Section 2.5(b) and the accounts and records of the Agent in respect of such mattersRegister, the accounts and records of the Agent Register shall control in the absence of manifest error. Upon the request of any Lender made through the Administrative Agent, the applicable Borrower shall execute and deliver to such Lender (through the Administrative Agent) a Term Note payable to such Lender, which shall evidence such Lender’s Loans in addition to such accounts or records. Each Lender may attach schedules to its Term Note and endorse thereon the date, ClassType (if applicable), Type Class (if applicable), amount and maturity of its Loans and payments with respect thereto.
(b) In addition to the accounts and records referred to in Section 2.11(a), each Lender shall maintain in accordance with its usual practice accounts or records evidencing the purchases and sales by such Lender of participations in Letters of Credit. In the event of any conflict between the Register and the accounts and records of any Lender in respect of such matters, the Register shall control in the absence of manifest error.
(c) Entries made in good faith by the Agent in the Register pursuant to Section 2.5(a), and by each Lender in its account or accounts pursuant to this Section 2.5(bSections 2.11(a) and (b), shall be prima facie evidence of the amount of principal and interest due and payable or to become due and payable from the Borrowers to, in the case of the Register, each Borrower to such Lender and, in the case of such account or accounts, such Lender, under this Agreement and the other Financing AgreementsLoan Documents, absent manifest error; provided provided, that the failure of the 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 Borrowers Borrower under this Agreement and the other Financing AgreementsLoan Documents.
Appears in 3 contracts
Samples: First Lien Credit Agreement (Evoqua Water Technologies Corp.), First Lien Credit Agreement (EWT Holdings I Corp.), First Lien Credit Agreement (EWT Holdings I Corp.)
Evidence of Indebtedness. (a) The Loans made by each Lender shall be evidenced by one or more accounts or records maintained by such Lender and evidenced by one or more entries in the Register maintained by the Administrative Agent, acting solely for purposes of Treasury Regulation Section 5f.103-1(c), as non-fiduciary agent for the BorrowersBorrower, in each case in the ordinary course of business. The accounts or records maintained by the Administrative Agent and each Lender shall be conclusive prima facie evidence absent manifest error of the amount of the Loans made by the Lenders to the Borrowers Borrower 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 the Borrowers Borrower hereunder to pay any amount owing with respect to the Obligations. In the event of any conflict between the accounts and records maintained by any Lender pursuant to Section 2.5(b) and the accounts 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. Upon the request of any Lender made through the Agent, the applicable Borrower shall execute and deliver to such Lender (through the Agent) a Term Note payable to such Lender, which shall evidence such Lender’s Loans in addition to such accounts or records. Each Lender may attach schedules to its Term Note and endorse thereon the date, Class, Type (if applicable), amount and maturity of its Loans and payments with respect thereto.
(b) (i) Entries made in good faith by the Administrative Agent in the Register pursuant to Section 2.5(a), 2.7(a) and by each Lender in its account or accounts pursuant to this Section 2.5(b), 2.7(a) shall be prima facie evidence of the amount of principal and interest due and payable or to become due and payable from the Borrowers Borrower to, in the case of the Register, each Lender and, in the case of such account or accounts, such Lender, under this Agreement and the other Financing AgreementsLoan Documents, absent manifest error; provided 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 Borrowers Borrower under this Agreement and the other Financing AgreementsLoan Documents.
Appears in 3 contracts
Samples: Abl Credit Agreement (99 Cents Only Stores LLC), Abl Credit Agreement (99 Cents Only Stores LLC), Credit Agreement (99 Cents Only Stores)
Evidence of Indebtedness. (a) The Loans Credit Extensions made by each Lender shall be evidenced by one or more entries accounts or records maintained by such Lxxxxx in the Register maintained by the Agent, acting solely for purposes ordinary course of Treasury Regulation Section 5f.103-1(c), as non-fiduciary agent for the Borrowersbusiness. The accounts or records maintained by the Agent each Lender shall be conclusive prima facie evidence absent manifest error of the amount of the Loans Credit Extensions made by the Lenders to the Borrowers Borrower 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 the Borrowers Borrower hereunder to pay any amount owing with respect to the First Lien Obligations. In the event of any conflict between the accounts and records maintained by any Lender pursuant to Section 2.5(b) Lxxxxx and the accounts and records of the Agent in respect of such mattersRegister, the accounts and records of the Agent Register shall control in the absence of manifest error. Upon the request of any Lender Lxxxxx made through the Administrative Agent, the applicable Borrower shall execute and deliver to such Lender (through the Administrative Agent) a Term Note payable to such Lender, which shall evidence such LenderLxxxxx’s Term Loans in addition to such accounts or records. Each Lender may attach schedules to its Term Note and endorse thereon the date, ClassType (if applicable), Type Class (if applicable), amount and maturity of its Term Loans and payments with respect thereto.
(b) Entries made in good faith by the Agent in the Register pursuant to Section 2.5(a), and by each Lender in its account or accounts pursuant to this Section 2.5(b2.09(a), shall be prima facie evidence of the amount of principal and interest due and payable or to become due and payable from the Borrowers to, in the case of the Register, each Borrower to such Lender and, in the case of such account or accounts, such Lender, under this Agreement and the other Financing AgreementsLoan Documents, absent manifest error; provided provided, that the failure of the 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 Borrowers Borrower under this Agreement and the other Financing AgreementsLoan Documents.
Appears in 3 contracts
Samples: First Lien Credit Agreement (GMS Inc.), Amendment No. 6 (GMS Inc.), First Lien Credit Agreement (GMS Inc.)
Evidence of Indebtedness. (a) The Loans made by each Lender shall be evidenced by one or more accounts or records maintained by such Lender and evidenced by one or more entries in the Register maintained by the Administrative Agent, acting solely for purposes of Treasury Regulation Section 5f.103-1(c), as non-fiduciary agent for the Borrowers. The accounts or records maintained by Borrower, in each case in the Agent shall be conclusive evidence absent manifest error ordinary course of the amount of the Loans made by the Lenders to 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 the Borrowers hereunder to pay any amount owing with respect to the Obligationsbusiness. In the event of any conflict between the accounts and records maintained by any Lender pursuant to Section 2.5(b) and the accounts 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. Upon .
(b) The entries made in the request Register and in the accounts therein maintained pursuant to clause (a) and Section 12.2 hereof shall, to the extent permitted by applicable law, be prima facie evidence (absent manifest error) (or, in the case of entries made by the Administrative Agent, conclusive evidence (absent manifest error)) of the existence and amounts of the obligations recorded therein; provided, however, that the failure of any Lender made through or the AgentAdministrative Agent to maintain such accounts, the applicable Register or any error therein shall not in any manner affect the obligations of the Borrower shall to repay the Loans in accordance with their terms.
(c) 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 (through in order to evidence the Agent) Indebtedness owing to such Lender by the Borrower hereunder, the Borrower shall promptly execute and deliver a Term Note payable or Notes to such Lender evidencing the Loans of such Lender, which shall evidence such Lender’s Loans substantially in addition to such accounts the form of Exhibit B - 1, in the case of Revolving Credit Notes, or recordsExhibit B-2, in the case of Term Notes. Each Lender may attach schedules to its Term Note and endorse thereon the date, Class, Type (if applicable), amount and maturity of its Loans and payments with respect thereto.
(b) Entries made in good faith by the Agent in the Register pursuant to Section 2.5(a), and by each Lender in its account or accounts pursuant to this Section 2.5(b), shall be prima facie evidence of the amount of principal and interest due and payable or to become due and payable from the Borrowers to, in the case of the Register, each Lender and, in the case of such account or accounts, such Lender, under this Agreement and the other Financing Agreements, absent manifest error; provided that the failure of the Agent or such Lender to make an entry, or any finding that an entry is incorrect, do so shall in the Register or such account or accounts shall not limit or otherwise no way affect the obligations of the Borrowers Borrower or any other Loan Party under this Agreement and the other Financing Agreementsany Loan Document.
Appears in 3 contracts
Samples: Credit Agreement (BJ's Wholesale Club Holdings, Inc.), Credit Agreement (BJ's Wholesale Club Holdings, Inc.), Credit Agreement (BJ's Wholesale Club Holdings, Inc.)
Evidence of Indebtedness. (a) The Loans made by each Lender shall be evidenced by one or more accounts or records maintained by such Lender and evidenced by one or more entries in the Register maintained by the Administrative Agent, acting solely for purposes of Treasury Regulation Section 5f.103-1(c), this purpose as a non-fiduciary agent for the BorrowersBorrower, in each case in the ordinary course of business. The accounts or records maintained by the Administrative Agent and each Lender shall be conclusive prima facie evidence absent manifest error of the amount of the Loans made by the Lenders to the Borrowers Borrower 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 the Borrowers Borrower hereunder to pay any amount owing with respect to the Obligations. In the event of any conflict between the accounts and records maintained by any Lender pursuant to Section 2.5(b) and the accounts 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. Upon the request of any Lender made through the Administrative Agent, the applicable Borrower shall execute and deliver to such Lender (through the Administrative Agent) a Term Note payable to such Lender, which shall evidence such Lender’s Loans in addition to such accounts or records. Each Lender may attach schedules to its Term Note and endorse thereon the date, Class, Type (if applicable), amount and maturity of its Loans and payments with respect thereto.
(b) [Reserved].
(c) Entries made in good faith by the Administrative Agent in the Register pursuant to Section 2.5(a2.11(a), and by each Lender in its account or accounts pursuant to this Section 2.5(b2.11(a), shall be prima facie evidence of the amount of principal and interest due and payable or to become due and payable from the Borrowers Borrower to, in the case of the Register, each Lender and, in the case of such account or accounts, such Lender, under this Agreement and the other Financing AgreementsLoan Documents, absent manifest error; provided 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 Borrowers Borrower under this Agreement and the other Financing AgreementsLoan Documents.
Appears in 3 contracts
Samples: Second Lien Credit Agreement (Global Eagle Entertainment Inc.), Second Lien Credit Agreement (Global Eagle Entertainment Inc.), Second Lien Credit Agreement (Jason Industries, Inc.)
Evidence of Indebtedness. (a) The Loans Credit Extensions made by each Lender shall be evidenced by one or more accounts or records maintained by such Lender and evidenced by one or more entries in the Register maintained by the Administrative Agent, acting solely for purposes of Treasury Regulation Regulations Section 5f.103-1(c) or Proposed Treasury Regulations Section 1.163-5(b), as a non-fiduciary agent for the BorrowersBorrower, in each case in the ordinary course of business. The accounts or records maintained by the Administrative Agent and each Lender shall be conclusive prima facie evidence absent manifest error of the amount of the Loans Credit Extensions made by the Lenders to the Borrowers Borrower 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 the Borrowers Borrower hereunder to pay any amount owing with respect to the Obligations. In the event of any conflict between the accounts and records maintained by any Lender pursuant to Section 2.5(b) Xxxxxx and the accounts 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. Upon the written request of any Lender Xxxxxx made through the Administrative Agent, the applicable Borrower shall execute and deliver to such Lender (through the Agent) a Term Note payable to such Lender, which shall evidence such Lender’s Loans in addition to such accounts or records. Each Lender may attach schedules to its Term Note and endorse thereon the date, Class, Type (if applicable), amount and maturity of its Loans and payments with respect thereto.
(b) In addition to the accounts and records referred to in Section 2.11(a), each Lender and the Administrative Agent shall maintain in accordance with its usual practice accounts or records and, in the case of the Administrative Agent, entries in the Register, evidencing the purchases and sales by such Lender of participations in Letters of Credit. In the event of any conflict between the accounts and records maintained by the Administrative Agent and the accounts and records of any Lender in respect of such matters, the accounts and records of the Administrative Agent shall control in the absence of manifest error.
(c) Entries made in good faith by the Administrative Agent in the Register pursuant to Section 2.5(aSections 2.11(a), and by each Lender in its account accounts or accounts records pursuant to this Section 2.5(bSections 2.11(a) and (b), shall be prima facie evidence of the amount of principal and interest due and payable or to become due and payable from the Borrowers Borrower to, in the case of the Register, each Lender and, in the case of such account accounts or accountsrecords, such Lender, under this Agreement and the other Financing AgreementsLoan Documents, absent manifest error; provided 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 accounts or accounts records shall not limit or otherwise affect the obligations of the Borrowers Borrower under this Agreement and the other Financing AgreementsLoan Documents.
Appears in 3 contracts
Samples: Credit Agreement (KLDiscovery Inc.), Credit Agreement (KLDiscovery Inc.), Credit Agreement (KLDiscovery Inc.)
Evidence of Indebtedness. (a) The Loans made by each Lender shall be evidenced by one or more accounts or records maintained by such Lender and evidenced by one or more entries in the Register maintained by the Administrative Agent, acting solely for purposes of Treasury Regulation Section 5f.103-1(c), as non-fiduciary agent for the BorrowersBorrower, in each case in the ordinary course of business. The accounts or records maintained by the Administrative Agent and each Lender shall be conclusive prima facie evidence absent manifest error of the amount of the Loans made by the Lenders to the Borrowers Borrower 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 the Borrowers Borrower hereunder to pay any amount owing with respect to the Obligations. In the event of any conflict between the accounts and records maintained by any Lender pursuant to Section 2.5(b) and the accounts 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. Upon the request of any Lender made through the Agent, the applicable Borrower shall execute and deliver to such Lender (through the Agent) a Term Note payable to such Lender, which shall evidence such Lender’s Loans in addition to such accounts or records. Each Lender may attach schedules to its Term Note and endorse thereon the date, Class, Type (if applicable), amount and maturity of its Loans and payments with respect thereto.
(b) (i) Entries made in good faith by the Administrative Agent in the Register pursuant to Section 2.5(a), 2.7(a) and by each Lender in its account or accounts pursuant to this Section 2.5(b), 2.7(a) shall be prima facie evidence of the amount of principal and interest due and payable or to become due and payable from the Borrowers Borrower to, in the case of the Register, each Lender and, in the case of such account or accounts, such Lender, under this Agreement and the other Financing AgreementsLoan Documents, absent manifest error; provided 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 Borrowers Borrower under this Agreement and the other Financing AgreementsLoan Documents.
Appears in 3 contracts
Samples: Abl Credit Agreement (99 Cents Only Stores LLC), Term Credit Agreement (99 Cents Only Stores LLC), Credit Agreement (99 Cents Only Stores LLC)
Evidence of Indebtedness. (a) The Loans Credit Extensions made by each Lender shall be evidenced by one or more entries accounts or records maintained by such Lender in the Register maintained by the Agent, acting solely for purposes ordinary course of Treasury Regulation Section 5f.103-1(c), as non-fiduciary agent for the Borrowersbusiness. The accounts or records maintained by the Agent each Lender shall be conclusive prima facie evidence absent manifest error of the amount of the Loans Credit Extensions made by the Lenders to the Borrowers Borrower 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 the Borrowers Borrower hereunder to pay any amount owing with respect to the First Lien Obligations. In the event of any conflict between the accounts and records maintained by any Lender pursuant to Section 2.5(b) and the accounts and records of the Agent in respect of such mattersRegister, the accounts and records of the Agent Register shall control in the absence of manifest error. Upon the request of any Lender made through the Administrative Agent, the applicable Borrower shall execute and deliver to such Lender (through the Administrative Agent) a Term Note payable to such Lender, which shall evidence such Lender’s Loans in addition to such accounts or records. Each Lender may attach schedules to its Term Note and endorse thereon the date, ClassType (if applicable), Type Class (if applicable), amount and maturity of its Loans and payments with respect thereto.
(b) In addition to the accounts and records referred to in Section 2.11(a), each Lender shall maintain in accordance with its usual practice accounts or records evidencing the purchases and sales by such Lender of participations in Letters of Credit. In the event of any conflict between the Register and the accounts and records of any Lender in respect of such matters, the Register shall control in the absence of manifest error.
(c) Entries made in good faith by the Agent in the Register pursuant to Section 2.5(a), and by each Lender in its account or accounts pursuant to this Section 2.5(bSections 2.11(a) and (b), shall be prima facie evidence of the amount of principal and interest due and payable or to become due and payable from the Borrowers to, in the case of the Register, each Borrower to such Lender and, in the case of such account or accounts, such Lender, under this Agreement and the other Financing AgreementsLoan Documents, absent manifest error; provided provided, that the failure of the 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 Borrowers Borrower under this Agreement and the other Financing AgreementsLoan Documents.
Appears in 2 contracts
Samples: First Lien Credit Agreement (Evoqua Water Technologies Corp.), First Lien Credit Agreement (Evoqua Water Technologies Corp.)
Evidence of Indebtedness. (a) The Loans made by each Lender shall be evidenced by one or more accounts or records maintained by such Lender and evidenced by one or more entries in the Register maintained by the Administrative Agent, acting solely for purposes of Treasury Regulation Section 5f.103-1(c), as non-fiduciary agent for the BorrowersBorrower, in each case in the ordinary course of business. The accounts or records maintained by the Administrative Agent and each Lender shall be conclusive prima facie evidence absent manifest error of the amount of the Loans made by the Lenders to the Borrowers Borrower 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 the Borrowers Borrower hereunder to pay any amount owing with respect to the Obligations. In the event of any conflict between the accounts and records maintained by any Lender pursuant to Section 2.5(b) and the accounts 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. Upon the request of any Lender made through the Agent, the applicable Borrower shall execute and deliver to such Lender (through the Agent) a Term Note payable to such Lender, which shall evidence such Lender’s Loans in addition to such accounts or records. Each Lender may attach schedules to its Term Note and endorse thereon the date, Class, Type (if applicable), amount and maturity of its Loans and payments with respect thereto.
(b) (i) Entries made in good faith by the Administrative Agent in the Register pursuant to Section 2.5(a), Sections 2.7(a) and by each Lender in its account or accounts pursuant to this Section 2.5(b), 2.7a) shall be prima facie evidence of the amount of principal and interest due and payable or to become due and payable from the Borrowers Borrower to, in the case of the Register, each Lender and, in the case of such account or accounts, such Lender, under this Agreement and the other Financing AgreementsLoan Documents, absent manifest error; provided 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 Borrowers Borrower under this Agreement and the other Financing AgreementsLoan Documents.
Appears in 2 contracts
Samples: Credit Agreement (Chinos Holdings, Inc.), Credit Agreement (J Crew Group Inc)
Evidence of Indebtedness. (a) The Loans Credit Extensions and a copy of each Assignment and Assumption made by each Lender shall be evidenced by one or more accounts or records maintained by such Lender and evidenced by one or more entries in the Register maintained by the Administrative Agent, acting solely for purposes of Treasury Regulation Regulations Section 5f.103-1(c)) and section 1.163-5(b) of the proposed United States Treasury Regulations, as a non-fiduciary agent for the BorrowersBorrower, in each case in the ordinary course of business. The accounts or records maintained by the Administrative Agent and each Lender shall be prima facie evidence and the Register maintained by the Administrative Agent shall be conclusive evidence proof absent manifest error of the amount of the Loans Credit Extensions made by the Lenders to the Borrowers Borrower 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 the Borrowers Borrower hereunder to pay any amount owing with respect to the Obligations. In the event of any conflict between the accounts and records maintained by any Lender pursuant to Section 2.5(b) Xxxxxx and the accounts and records of the Administrative Agent in respect of such matters, the accounts and records of the Agent Register shall control in the absence of manifest error. Upon the request of any Lender Xxxxxx made through the Administrative Agent, the applicable Borrower shall execute and deliver to such Lender (through the Administrative Agent) a Term Note payable to such Lender, which shall evidence such LenderXxxxxx’s Loans in addition to such accounts or records. Each Lender may attach schedules to its Term Note and endorse thereon the date, Class, Type (if applicable), amount and maturity of its Loans and payments with respect thereto. No execution and delivery or transfer of a Note will be effective until also recorded in the Register.
(b) [Reserved].
(c) Entries made in good faith by the Administrative Agent in the Register pursuant to Section 2.5(a), 2.11(a) and by each Lender in its account accounts or accounts records pursuant to this Section 2.5(b2.11(a), shall be prima facie evidence evidence, in each case, of the amount of principal and interest due and payable or to become due and payable from the Borrowers Borrower to, in the case of the Register, each Lender and, in the case of such account accounts or accountsrecords, such Lender, under this Agreement and the other Financing AgreementsLoan Documents, absent manifest error; provided 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 accounts or accounts records shall not limit or otherwise affect the obligations of the Borrowers Borrower under this Agreement and the other Financing AgreementsLoan Documents.
Appears in 2 contracts
Samples: Credit Agreement (Farfetch LTD), Credit Agreement (Farfetch LTD)
Evidence of Indebtedness. (a) The Loans Credit Extensions made by each Lender shall be evidenced by one or more entries accounts or records maintained by such Lender in the Register maintained by the Agent, acting solely for purposes ordinary course of Treasury Regulation Section 5f.103-1(c), as non-fiduciary agent for the Borrowersbusiness. The accounts or records maintained by the Agent each Lender shall be conclusive prima facie evidence absent manifest error of the amount of the Loans Credit Extensions made by the Lenders to the Borrowers Borrower 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 the Borrowers Borrower hereunder to pay any amount owing with respect to the Obligations. In the event of any conflict between the accounts and records maintained by any Lender pursuant to Section 2.5(b) and the accounts and records of the Agent in respect of such mattersRegister, the accounts and records of the Agent Register shall control in the absence of manifest error. Upon the request of any Lender made through the Administrative Agent, the applicable Borrower shall execute and deliver to such Lender (through the Administrative Agent) a Term Note payable to such Lender, which shall evidence such Lender’s Loans in addition to such accounts or records. Each Lender may attach schedules to its Term Note and endorse thereon the date, ClassType (if applicable), Type Class (if applicable), amount and maturity of its Loans and payments with respect thereto.
(b) In addition to the accounts and records referred to in Section 2.11(a), each Lender shall maintain in accordance with its usual practice accounts or records evidencing the purchases and sales by such Lender of participations in Letters of Credit. In the event of any conflict between the Register and the accounts and records of any Lender in respect of such matters, the Register shall control in the absence of manifest error.
(c) Entries made in good faith by the Agent in the Register pursuant to Section 2.5(a), and by each Lender in its account or accounts pursuant to this Section 2.5(b), Sections 2.11(a) and (b) shall be prima facie evidence of the amount of principal and interest due and payable or to become due and payable from the Borrowers to, in the case of the Register, each Borrower to such Lender and, in the case of such account or accounts, such Lender, under this Agreement and the other Financing Agreements, absent manifest errorLoan Documents; provided that the failure of the 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 Borrowers Borrower under this Agreement and the other Financing AgreementsLoan Documents.
Appears in 2 contracts
Samples: First Lien Credit Agreement (TGPX Holdings I LLC), First Lien Credit Agreement (TGPX Holdings I LLC)
Evidence of Indebtedness. (a) The Loans Borrowings made by each Lender shall be evidenced by one or more accounts or records maintained by such Lender and evidenced by one or more entries in the Register maintained by the Administrative Agent, acting solely for purposes of Treasury Regulation Section 5f.103-1(c)) of the United States Treasury Regulations and Section 1.163-5(b)(1) of the proposed United States Treasury Regulations, as a non-fiduciary agent for the BorrowersBorrower, in each case in the ordinary course of business and in accordance with Section 10.07(c) hereof. The Subject to Section 10.07(c) the entries in the Register shall be conclusive absent manifest error and the accounts or records maintained by the Agent each Lender shall be conclusive prima facie evidence absent manifest error of the amount of the Loans Borrowings made by the Lenders to the Borrowers Borrower 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 the Borrowers Borrower hereunder to pay any amount owing with respect to the Obligations. In the event of any conflict between the accounts and records maintained by any Lender pursuant to Section 2.5(b) and the accounts 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. Upon the written request of any Lender made through the Administrative Agent, the applicable Borrower shall execute and deliver to such Lender (through the Administrative Agent) a Term Note payable to such LenderLender or its registered assigns, which shall evidence such Lender’s Loans in addition to such accounts or recordsrecords and which Note shall only be transferrable through recordation in the Register in accordance with Section 10.07(c). Each Lender may attach schedules to its Term Note and endorse thereon the date, Class, Type (if applicable), amount and maturity of its Loans and payments with respect thereto.
(b) Entries made in good faith by the Administrative Agent in the Register pursuant to Section 2.5(a)Sections 2.11(a) and 10.07(c) shall be conclusive absent manifest error, and entries made in good faith by each Lender in its account accounts or accounts records pursuant to this Section 2.5(bSections 2.11(a), shall be prima facie evidence absent manifest error of the amount of principal and interest due and payable or to become due and payable from the Borrowers Borrower to, in the case of the Register, each Lender and, in the case of such account accounts or accountsrecords, such Lender, under this Agreement and the other Financing Agreements, absent manifest errorLoan Documents; provided 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 accounts or accounts records shall not limit or otherwise affect the obligations of the Borrowers Borrower under this Agreement and the other Financing AgreementsLoan Documents.
Appears in 2 contracts
Samples: Second Lien Credit Agreement (V2X, Inc.), First Lien Credit Agreement (V2X, Inc.)
Evidence of Indebtedness. (a) The Loans Credit Extensions and a copy of each Assignment and Assumption made by each Lender shall be evidenced by one or more accounts or records maintained by such Lender and evidenced by one or more entries in the Register maintained by the Administrative Agent, acting solely for purposes of Treasury Regulation Regulations Section 5f.103-1(c)) and section 1.163-5(b) of the proposed United States Treasury Regulations, as a non-fiduciary agent for the Borrowers, in each case in the ordinary course of business. The accounts or records maintained by the Administrative Agent and each Lender shall be prima facie evidence and the Register maintained by the Administrative Agent shall be conclusive evidence proof absent manifest error of the amount of the Loans Credit Extensions made by the Lenders to 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 the Borrowers hereunder to pay any amount owing with respect to the Obligations. In the event of any conflict between the accounts and records maintained by any Lender pursuant to Section 2.5(b) Xxxxxx and the accounts and records of the Administrative Agent in respect of such matters, the accounts and records of the Agent Register shall control in the absence of manifest error. Upon the request of any Lender made through the Administrative Agent, the applicable Borrower Borrowers shall execute and deliver to such Lender (through the Administrative Agent) a Term Note payable to such Lender, which shall evidence such LenderXxxxxx’s Loans in addition to such accounts or records. Each Lender may attach schedules to its Term Note and endorse thereon the date, Class, Type (if applicable), amount and maturity of its Loans and payments with respect thereto. No execution and delivery or transfer of a Note will be effective until also recorded in the Register.
(b) [reserved.]
(c) Entries made in good faith by the Administrative Agent in the Register pursuant to Section 2.5(a)Sections 2.11(a) and 10.07(c) shall be conclusive proof, and by each Lender in its account accounts or accounts records pursuant to this Section 2.5(bSections 2.11(a) and 10.07(c), shall be prima facie evidence evidence, in each case, of the amount of principal and interest due and payable or to become due and payable from the Borrowers to, in the case of the Register, each Lender and, in the case of such account accounts or accountsrecords, such Lender, under this Agreement and the other Financing AgreementsLoan Documents, absent manifest error; provided 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 accounts or accounts records shall not limit or otherwise affect the obligations of the Borrowers under this Agreement and the other Financing AgreementsLoan Documents.
Appears in 2 contracts
Samples: Credit Agreement (Oatly Group AB), Credit Agreement (Oatly Group AB)
Evidence of Indebtedness. (a) The Loans Credit Extensions made by each Lender shall be evidenced by one or more entries accounts or records maintained by such Lender in the Register maintained by the Agent, acting solely for purposes ordinary course of Treasury Regulation Section 5f.103-1(c), as non-fiduciary agent for the Borrowersbusiness. The accounts or records maintained by the Agent each Lender shall be conclusive prima facie evidence absent manifest error of the amount of the Loans Credit Extensions made by the Lenders to 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 the Borrowers hereunder to pay any amount owing with respect to the ABL Obligations. In the event of any conflict between the accounts and records maintained by any Lender pursuant to Section 2.5(b) and the accounts and records of the Agent in respect of such mattersRegister, the accounts and records of the Agent Register shall control in the absence of manifest error. Upon the request of any Lender made through the Administrative Agent, the applicable Borrower Borrowers shall execute and deliver to such Lender (through the Administrative Agent) a Term Note payable to such Lender, which shall evidence such Lender’s Loans in addition to such accounts or records. Each Lender may attach schedules to its Term Note and endorse thereon the date, Class, Type (if applicable), amount and maturity of its Loans and payments with respect thereto.
(b) In addition to the accounts and records referred to in Section 2.11(a), each Lender shall maintain in accordance with its usual practice accounts or records evidencing the purchases and sales by such Lender of participations in Letters of Credit and Swing Line Loans. In the event of any conflict between the Register and the accounts and records of any Lender in respect of such matters, the Register shall control in the absence of manifest error.
(c) Entries made in good faith by the Agent in the Register pursuant to Section 2.5(a), and by each Lender in its account or accounts pursuant to this Section 2.5(b2.11(a) and (b), shall be prima facie evidence of the amount of principal and interest due and payable or to become due and payable from the Borrowers to, in the case of the Register, each to such Lender and, in the case of such account or accounts, such Lender, under this Agreement and the other Financing AgreementsLoan Documents, absent manifest error; provided provided, that the failure of the 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 Borrowers under this Agreement and the other Financing AgreementsLoan Documents.
Appears in 2 contracts
Samples: Abl Credit Agreement (GMS Inc.), Abl Credit Agreement (GMS Inc.)
Evidence of Indebtedness. (a) The Loans Credit Extension made by each Lender shall be evidenced by one or more entries in the Register accounts or records maintained by the Agent, acting solely for purposes of Treasury Regulation Section 5f.103-1(c), as non-fiduciary agent for the Borrowerssuch Lender. The accounts or records maintained by the Agent each Lender shall be conclusive prima facie evidence absent manifest error of the amount of the Loans Credit Extension made by the Lenders to the Borrowers Borrower 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 the Borrowers Borrower hereunder to pay any amount owing with respect to the Obligations. In the event of any conflict between the accounts and records maintained by any Lender pursuant to Section 2.5(b) and the accounts 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. Upon the request of any Lender made through the Administrative Agent, the applicable Borrower shall execute and deliver to such Lender (through the Administrative Agent) a Term Note payable to such Lender, which shall evidence such Lender’s Loans Pro Rata Share of the Term Loan in addition to such accounts or records. Each Lender may attach schedules to its Term Note and endorse thereon the date, Class, Type (if applicable), amount and maturity of its Loans Pro Rata Share of the Term Loan and payments with respect thereto.
(b) Entries made in good faith by the Agent in the Register pursuant to Section 2.5(a), and by each Lender in its account or accounts pursuant to this Section 2.5(b2.07(a), shall be prima facie evidence of the amount of principal and interest due and payable or to become due and payable from the Borrowers to, in the case of the Register, each Lender and, in the case of such account or accounts, Borrower to such Lender, under this Agreement and the other Financing AgreementsLoan Documents, absent manifest error; provided that the failure of the 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 Borrowers Borrower under this Agreement and the other Financing AgreementsLoan Documents.
Appears in 2 contracts
Samples: Senior Secured Credit Agreement (NXT-Id, Inc.), Senior Secured Credit Agreement (NXT-Id, Inc.)
Evidence of Indebtedness. (a1) The Loans Term Borrowings made by each Lender shall be evidenced by one or more accounts or records maintained by such Lender and evidenced by one or more entries in the Register maintained by the Administrative Agent, acting solely for purposes of Treasury Regulation Section 5f.103-1(c)) and Section 1.163-5(b) of the proposed United States Treasury Regulations, as applicable, as non-fiduciary agent for the BorrowersBorrower, in each case in the ordinary course of business. The accounts or records maintained by the Administrative Agent and each Lender shall be conclusive prima facie evidence absent manifest error of the amount of the Loans Term Borrowings made by the Lenders to the Borrowers Borrower 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 the Borrowers Borrower hereunder to pay any amount owing with respect to the Obligations. In the event of any conflict between the accounts and records maintained by any Lender pursuant to Section 2.5(b) and the accounts and records of the Agent Administrative Agent, as set forth in the Register, in respect of such matters, the accounts and records of the Administrative Agent shall control in the absence of manifest error. Upon the request of any Lender made through the AgentLender, the applicable Borrower shall execute and deliver to such Lender (through the Agent) a Term Note payable to such Lender, which shall evidence such Lender’s Loans in addition to such accounts or records. Each Lender may attach schedules to its Term Note and endorse thereon the date, Class, Type (if applicable), amount and maturity of its Loans and payments with respect thereto.
(b2) [Reserved].
(3) Entries made in good faith by the Administrative Agent in the Register pursuant to Section 2.5(a2.11(1), and by each Lender in its account or accounts pursuant to this Section 2.5(b2.11(1), shall be prima facie evidence of the amount of principal and interest due and payable or to become due and payable from the Borrowers Borrower to, in the case of the Register, each Lender and, in the case of such account or accounts, such Lender, under this Agreement and the other Financing AgreementsLoan Documents, absent manifest error; provided 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 Borrowers Borrower under this Agreement and the other Financing AgreementsLoan Documents.
Appears in 2 contracts
Samples: Term Loan Credit Agreement (Torrid Holdings Inc.), Term Loan Credit Agreement (Torrid Holdings Inc.)
Evidence of Indebtedness. (a) The Loans Credit Extensions made by each Lender shall be evidenced by one or more accounts or records maintained by such Lender and evidenced by one or more entries in the Register maintained by the Administrative Agent, acting solely for purposes of Treasury Regulation Section 5f.103-1(c), as non-fiduciary agent for the BorrowersBorrower, in each case in the ordinary course of business. The accounts or records maintained by the Administrative Agent and each Lender shall be conclusive prima facie evidence absent manifest error of the amount of the Loans Credit Extensions made by the Lenders to the Borrowers Borrower 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 the Borrowers Borrower hereunder to pay any amount owing with respect to the Obligations. In the event of any conflict between the accounts and records maintained by any Lender pursuant to Section 2.5(b) and the accounts 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. Upon the request of any Lender made through the Administrative Agent, the applicable Borrower shall execute and deliver to such Lender (through the Administrative Agent) a Term Note payable to such Lender, which shall evidence such Lender’s Loans in addition to such accounts or records. Each Lender may attach schedules to its Term Note and endorse thereon the date, Class, Type (if applicable), amount and maturity of its Loans and payments with respect thereto.
(b) In addition to the accounts and records referred to in Section 2.10(c), each Lender and the Administrative Agent shall maintain in accordance with its usual practice accounts or records and, in the case of the Administrative Agent, entries in the Register, evidencing the purchases and sales by such Lender of participations in Letters of Credit and Swingline Loans. In the event of any conflict between the accounts and records maintained by the Administrative Agent and the accounts and records of any Lender in respect of such matters, the accounts and records of the Administrative Agent shall control in the absence of manifest error.
(c) Entries made in good faith by the Administrative Agent in the Register pursuant to Section 2.5(a2.10(a) and (b), and by each Lender in its account or accounts pursuant to this Section 2.5(b2.10(a) and (b), shall be prima facie evidence of the amount of principal and interest due and payable or to become due and payable from the Borrowers Borrower to, in the case of the Register, each Lender and, in the case of such account or accounts, such Lender, under this Agreement and the other Financing AgreementsLoan Documents, absent manifest error; provided 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 Borrowers Borrower under this Agreement and the other Financing AgreementsLoan Documents.
Appears in 2 contracts
Samples: Credit Agreement (Lmi Aerospace Inc), Credit Agreement (Lmi Aerospace Inc)
Evidence of Indebtedness. (a) The Loans Each Loan made by each Lender shall be evidenced by one or more entries accounts or records maintained by such Lender and by the Administrative Agent in the ordinary course of business, including the Register for the recordation of the Loans maintained by the Agent, acting solely for purposes Administrative Agent in accordance with the provisions of Treasury Regulation Section 5f.103-1(c11.03(c) (Assignments), as non-fiduciary agent for the Borrowers. The accounts or records maintained by the Administrative Agent and each Lender shall be conclusive evidence evidence, absent manifest error error, of the amount of the Loans made by the Lenders to 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 the Borrowers hereunder to pay any amount owing with respect to the Obligations. In the event of any conflict between the accounts and records maintained by any Lender pursuant to Section 2.5(b) and the accounts 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. Upon .
(b) The Borrowers agree that in addition to the request Register and any other accounts and records maintained pursuant to Section 2.07(a), the Loans made by each Lender shall be evidenced, in each case when requested by a Lender, by a Note or Notes duly executed on behalf of each Borrower, dated the Closing Date (or, if later, the date of any Lender made through such request), in the Agentcase of the Construction Loans and the Working Capital Loans, and dated the Conversion Date (or, if later, the applicable Borrower shall execute and deliver date of any such request), in the case of the Term Loans, payable to the order of such Lender (through the Agent) in a Term Note payable principal amount equal to such Lender's Tranche B Construction Loan Commitment, which shall evidence such Lender’s Loans in addition to such accounts Tranche A Construction Loan Commitment, Working Capital Loan Commitment, Tranche A Term Loan Commitment or recordsTranche B Term Loan Commitment, as applicable. Each Lender may attach schedules to its Term Note and endorse thereon the date, Class, Type (if applicable), amount and maturity of its Loans Loan and payments with respect thereto.
(b) Entries made in good faith by the Agent in the Register pursuant to Section 2.5(a), and by each Lender in its account or accounts pursuant to this Section 2.5(b), shall be prima facie evidence of the amount of principal and interest due and payable or to become due and payable from the Borrowers to, in the case of the Register, each Lender and, in the case of such account or accounts, such Lender, under this Agreement and the other Financing Agreements, absent manifest error; provided that the failure of the 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 Borrowers under this Agreement and the other Financing Agreements.
Appears in 2 contracts
Samples: Credit Agreement (Pacific Ethanol, Inc.), Credit Agreement (Pacific Ethanol, Inc.)
Evidence of Indebtedness. (a) The Loans made by each Lender shall be evidenced by one or more accounts or records maintained by such Lender and evidenced by one or more entries in the Register maintained by the Administrative Agent, acting solely for purposes of Treasury Regulation Section 5f.103-1(c), as non-fiduciary agent for the BorrowersBorrower, in each case in the ordinary course of business. The accounts or records maintained by the Administrative Agent and each Lender shall be conclusive prima facie evidence absent manifest error of the amount of the Loans made by the Lenders to the Borrowers Borrower 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 the Borrowers Borrower hereunder to pay any amount owing with respect to the Obligations. In the event of any conflict between the accounts and records maintained by any Lender pursuant to Section 2.5(b) and the accounts 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. Upon the request of any Lender made through the AgentLender, the applicable Borrower shall execute and deliver to such Lender (through the Agent) a Term Note payable to such Lender, which shall evidence such Lender’s Loans in addition to such accounts or records. Each Lender may attach schedules to its Term Note and endorse thereon the date, Class, Type (if applicable), amount and maturity of its Loans and payments with respect thereto.
(a) In addition to the accounts and records referred to in Section 2.07(c), each Lender and the Administrative Agent shall maintain in accordance with its usual practice accounts or records. In the event of any conflict between the accounts and records maintained by the Administrative Agent and the accounts and records of any Lender in respect of such matters, the accounts and records of the Administrative Agent shall control in the absence of manifest error.
(b) Entries made in good faith by the Administrative Agent in the Register pursuant to Section 2.5(a2.07(a), and by each Lender in its account or accounts pursuant to this Section 2.5(b2.07(a), shall be prima facie evidence of the amount of principal and interest due and payable or to become due and payable from the Borrowers Borrower to, in the case of the Register, each Lender and, in the case of such account or accounts, such Lender, under this Agreement and the other Financing AgreementsLoan Documents, absent manifest error; provided 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 Borrowers Borrower under this Agreement and the other Financing AgreementsLoan Documents.
Appears in 1 contract
Samples: Bridge Credit Agreement (Novelion Therapeutics Inc.)
Evidence of Indebtedness. (a) The Loans Credit Extensions made by each Lender shall be evidenced by one or more entries accounts or records maintained by such Lender and by the Administrative Agent in the Register maintained by the Agent, acting solely for purposes ordinary course of Treasury Regulation Section 5f.103-1(c), as non-fiduciary agent for the Borrowersbusiness. The accounts or records maintained by the Administrative Agent and each Lender shall be conclusive evidence absent manifest error of the amount of the Loans Credit Extensions made by the Lenders to 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 the Borrowers hereunder to pay any amount owing with respect to the Obligations. In the event of any conflict between the accounts and records maintained by any Lender pursuant to Section 2.5(b) and the accounts 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. Upon the request of any Lender made through the Administrative Agent, the applicable Borrower so notified shall execute and deliver to such Lender (through the Administrative Agent) a Term Note payable to such LenderNote, which shall evidence such Lender’s Loans in addition to such accounts or records. Each such Note shall (i) in the case of Tranche B Term Loans, be in the form of Exhibit J-1 (a “Term Loan Note”), (iii) in the case of Dollar Revolving Credit Loans, be in the form of Exhibit J-2 (a “Dollar Revolving Note”) and (iii) in the case of Multicurrency Revolving Credit Loans, be in the form of J-3 (a “Multicurrency Revolving Note”). Each Lender may attach schedules to its Term Note and endorse thereon the date, Class, Type (if applicable), amount and maturity of its Loans and payments with respect thereto.
(b) In addition to the accounts and records referred to in Section 2.11(a), each Lender and the Administrative Agent shall maintain in accordance with its usual practice accounts or records evidencing the purchases and sales by such Lender of participations in Letters of Credit. In the event of any conflict between the accounts and records maintained by the Administrative Agent and the accounts and records of any Lender in respect of such matters, the accounts and records of the Administrative Agent shall control in the absence of manifest error.
(c) Entries made in good faith by the Administrative Agent in the Register pursuant to Section 2.5(a2.11(b), and by each Lender in its account or accounts pursuant to this Section 2.5(b2.11(a), shall be prima facie evidence of the amount of principal and interest due and payable or to become due and payable from the Borrowers to, in the case of the Register, each Lender and, in the case of such account or accounts, such Lender, under this Agreement and the other Financing AgreementsLoan Documents, absent manifest error; provided 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 Borrowers under this Agreement and the other Financing AgreementsLoan Documents.
Appears in 1 contract
Samples: Credit Agreement (Platform Specialty Products Corp)
Evidence of Indebtedness. (a) The advances of Loans made by each the Lender shall be evidenced by one or more entries in the Register accounts or records maintained by the Agent, Lender (acting solely for purposes this purpose as an agent of Treasury Regulation Section 5f.103-1(c), as non-fiduciary agent the Borrower) and evidenced by one or more entries in a register for the Borrowersrecordation of the Term Loan Commitments of, and principal amounts (and related interest amounts) of the Loans, owing to the Lender pursuant to the terms hereof from time to time, and maintained at the Lender’s Office (the “Register”). The accounts or records maintained by the Agent Lender shall be conclusive prima facie evidence absent manifest error of the amount of the Loans made by the Lenders Lender to the Borrowers Borrower 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 the Borrowers Borrower hereunder to pay any amount owing with respect to the Obligations. In the event of any conflict between the accounts and records maintained by any Lender pursuant to Section 2.5(b) and the accounts and records of the Agent in respect of such matters, the accounts and records of the Agent shall control in the absence of manifest error. Upon the request of any Lender made through the AgentLender, the applicable Borrower shall execute and deliver to such Lender (through the Agent) a Term Note payable to such the Lender, which shall evidence such the Lender’s Loans in addition to such accounts or records. Each The Lender may attach schedules to its Term Note and endorse thereon the date, Class, Type (if applicable), amount and maturity of its Loans and payments with respect thereto. This Section 2.10(a) shall be construed so that the Loans and Term Loan Commitments 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.
(b) Entries made in good faith by the Agent Lender in the Register pursuant to Section 2.5(a), and by each Lender in its account or accounts pursuant to this Section 2.5(b), 2.10(a) shall be prima facie evidence of the amount of principal and interest due and payable or to become due and payable from the Borrowers to, in Borrower to the case of the Register, each Lender and, in the case of such account or accounts, such Lender, under this Agreement and the other Financing AgreementsLoan Documents, absent manifest error; provided that the failure of the 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 Borrowers Borrower under this Agreement and the other Financing AgreementsLoan Documents.
Appears in 1 contract
Samples: Credit Agreement (Igate Corp)
Evidence of Indebtedness. (a) The Loans Each Loan made by each Lender shall be evidenced by one or more entries accounts or records maintained by such Lender and by the Administrative Agent in the ordinary course of business, including the Register for the recordation of the Loans maintained by the Agent, acting solely for purposes Administrative Agent in accordance with the provisions of Treasury Regulation Section 5f.103-1(c10.03(c) (Assignments), as non-fiduciary agent for the Borrowers. The accounts or records maintained by the Administrative Agent and each Lender shall be conclusive evidence evidence, absent manifest error error, of the amount of the Loans made by the Lenders to the Borrowers Borrower 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 the Borrowers Borrower hereunder to pay any amount owing with respect to the Obligations. In the event of any conflict between the accounts and records maintained by any Lender pursuant to Section 2.5(b) and the accounts 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 control, absent manifest error.
(b) The Borrower agrees that in addition to the Register and any other accounts and records maintained pursuant to Section 2.06(a), the Loans made by each Lender may, if requested by the Lenders, be evidenced by a Note or Notes duly executed on behalf of the Borrower. Upon Construction Notes and Working Capital Notes shall be dated the request Closing Date (or, if later, the date of any Lender made through request therefor by a Lender). Term Notes shall be dated the AgentConversion Date (or, if later, the applicable Borrower date of any request therefor by a Lender). Each such Note shall execute and deliver be payable to the order of such Lender (through the Agent) in a Term Note payable principal amount equal to such Lender’s Construction Loan Commitment, which shall evidence such Lender’s Loans in addition to such accounts Term Loan Commitment or recordsWorking Capital Loan Commitment, as applicable. Each Lender may attach schedules to its Term Note and endorse thereon the date, Class, Type (if applicable), date and amount and maturity of its Loans Loan and payments with respect thereto.
(b) Entries made in good faith by the Agent in the Register pursuant to Section 2.5(a), and by each Lender in its account or accounts pursuant to this Section 2.5(b), shall be prima facie evidence of the amount of principal and interest due and payable or to become due and payable from the Borrowers to, in the case of the Register, each Lender and, in the case of such account or accounts, such Lender, under this Agreement and the other Financing Agreements, absent manifest error; provided that the failure of the 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 Borrowers under this Agreement and the other Financing Agreements.
Appears in 1 contract
Evidence of Indebtedness. (a) The Loans made by each Lender shall be evidenced by one or more accounts or records maintained by such Lender and evidenced by one or more entries in the Register maintained by the Administrative Agent, acting solely for purposes of Treasury Regulation Regulations Section 5f.103-1(c), as non-fiduciary agent for the BorrowersBorrower, in each case in the ordinary course of business. The accounts or records maintained by the Administrative Agent and each Lender shall be conclusive prima facie evidence absent manifest error of the amount of the Loans made by the Lenders to the Borrowers Borrower 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 the Borrowers Borrower hereunder to pay any amount owing with respect to the Obligations. In the event of any conflict between the accounts and records maintained by any Lender pursuant to Section 2.5(b) and the accounts 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. Upon the request of any Lender made through the Agent, the applicable Borrower shall execute and deliver to such Lender (through the Agent) a Term Note payable to such Lender, which shall evidence such Lender’s Loans in addition to such accounts or records. Each Lender may attach schedules to its Term Note and endorse thereon the date, Class, Type (if applicable), amount and maturity of its Loans and payments with respect thereto.
(b) (i) Entries made in good faith by the Administrative Agent in the Register pursuant to Section 2.5(a), Sections 2.7(a) and by each Lender in its account or accounts pursuant to this Section 2.5(b), 2.7(a) shall be prima facie evidence of the amount of principal and interest due and payable or to become due and payable from the Borrowers Borrower to, in the case of the Register, each Lender and, in the case of such account or accounts, such Lender, under this Agreement and the other Financing AgreementsLoan Documents, absent manifest error; provided 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 Borrowers Borrower under this Agreement and the other Financing AgreementsLoan Documents.
Appears in 1 contract
Samples: Credit Agreement (eHealth, Inc.)
Evidence of Indebtedness. (a) The Loans Each Loan made by each Lender shall be evidenced by one or more entries accounts or records maintained by such Lender and by the Administrative Agent in the ordinary course of business, including the Register for the recordation of the Loans maintained by the Agent, acting solely for purposes Administrative Agent in accordance with the provisions of Treasury Regulation Section 5f.103-1(c10.03(c) (Assignments), as non-fiduciary agent for the Borrowers. The accounts or records maintained by the Administrative Agent and each Lender shall be conclusive evidence evidence, absent manifest error error, of the amount of the Loans made by the Lenders to the Borrowers Borrower 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 the Borrowers Borrower hereunder to pay any amount owing with respect to the Obligations. In the event of any conflict between the accounts and records maintained by any Lender pursuant to Section 2.5(b) and the accounts 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 control, absent manifest error.
(b) The Borrower agrees that in addition to the Register and any other accounts and records maintained pursuant to Section 2.07(a) (Evidence of Indebtedness), the Loans made by each Lender shall be evidenced by a Note or Notes duly executed on behalf of the Borrower. Upon Construction Notes and Working Capital Notes shall be dated the request Closing Date (or, if later, the date of any Lender made through request therefor by a Lender). Term Notes shall be dated the AgentConversion Date (or, if later, the applicable Borrower date of any request therefor by a Lender). Each such Note shall execute and deliver be payable to the order of such Lender (through the Agent) in a Term Note payable principal amount equal to such Lender’s Construction Loan Commitment, which shall evidence such Lender’s Loans in addition to such accounts Term Loan Commitment or recordsWorking Capital Loan Commitment, as applicable. Each Lender may attach schedules to its Term Note and endorse thereon the date, Class, Type (if applicable), amount and maturity of its Loans Loan and payments with respect thereto.
(b) Entries made in good faith by the Agent in the Register pursuant to Section 2.5(a), and by each Lender in its account or accounts pursuant to this Section 2.5(b), shall be prima facie evidence of the amount of principal and interest due and payable or to become due and payable from the Borrowers to, in the case of the Register, each Lender and, in the case of such account or accounts, such Lender, under this Agreement and the other Financing Agreements, absent manifest error; provided that the failure of the 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 Borrowers under this Agreement and the other Financing Agreements.
Appears in 1 contract
Evidence of Indebtedness. (a) The Loans Each Loan made by each Lender shall be evidenced by one or more entries accounts or records maintained by such Lender and by the Administrative Agent in the ordinary course of business, including the Register for the recordation of the Loans maintained by the Agent, acting solely for purposes Administrative Agent in accordance with the provisions of Treasury Regulation Section 5f.103-1(c11.03(c) (Assignments), as non-fiduciary agent for the Borrowers. The accounts or records maintained by the Administrative Agent and each Lender shall be conclusive evidence evidence, absent manifest error error, of the amount of the Loans made by the Lenders to the Borrowers Borrower 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 the Borrowers Borrower hereunder to pay any amount owing with respect to the Obligations. In the event of any conflict between the accounts and records maintained by any Lender pursuant to Section 2.5(b) and the accounts 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 control, absent manifest error.
(b) The Borrower agrees that in addition to the Register and any other accounts and records maintained pursuant to Section 2.06(a), the Loans made by each Lender may, if requested by the Lenders, be evidenced by a Note or Notes duly executed on behalf of the Borrower. Upon Construction Notes and Working Capital Notes shall be dated the request Closing Date (or, if later, the date of any Lender made through request therefor by a Lender). Term Notes shall be dated the AgentConversion Date (or, if later, the applicable Borrower date of any request therefor by a Lender). Each such Note shall execute and deliver be payable to the order of such Lender (through the Agent) in a Term Note payable principal amount equal to such Lender’s Construction Loan Commitment, which shall evidence such Lender’s Loans in addition to such accounts Term Loan Commitment or recordsWorking Capital Loan Commitment, as applicable. Each Lender may attach schedules to its Term Note and endorse thereon the date, Class, Type (if applicable), amount and maturity of its Loans Loan and payments with respect thereto.
(b) Entries made in good faith by the Agent in the Register pursuant to Section 2.5(a), and by each Lender in its account or accounts pursuant to this Section 2.5(b), shall be prima facie evidence of the amount of principal and interest due and payable or to become due and payable from the Borrowers to, in the case of the Register, each Lender and, in the case of such account or accounts, such Lender, under this Agreement and the other Financing Agreements, absent manifest error; provided that the failure of the 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 Borrowers under this Agreement and the other Financing Agreements.
Appears in 1 contract
Evidence of Indebtedness. (a) The Loans made by each Lender shall be evidenced by one or more entries in the Register accounts or records maintained by such Xxxxxx and maintained by the Administrative Agent, acting solely for purposes in each case in the ordinary course of Treasury Regulation Section 5f.103-1(c), as non-fiduciary agent for the Borrowersbusiness. The accounts or records maintained by the Administrative Agent and each Lender shall be conclusive prima facie evidence absent manifest error of the amount of the Loans made by the Lenders to the Borrowers Borrower 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 the Borrowers Borrower hereunder to pay any amount owing with respect to the Obligations. In the event of any conflict between the accounts and records maintained by any Lender pursuant to Section 2.5(b) Xxxxxx and the accounts 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. Upon After the request end of each month, the Administrative Agent shall send to the Borrower a statement accounting for the charges, loans, advances and other transactions occurring among and between the Administrative Agent, the Lenders and the Borrower during that month. The monthly statements shall, absent manifest error, be an account stated, which is final, conclusive and binding on the Borrower.
(b) [Reserved].
(c) The entries made in the Register and in the accounts therein maintained pursuant to clauses (a) and (b) above and Section 12.2 hereof shall, to the extent permitted by applicable law, be prima facie evidence of the existence and amounts of the obligations recorded therein; provided, however, that the failure of any Lender made through or the Administrative Agent to maintain such accounts or any error therein shall not in any manner affect the obligations of the Borrower to repay the Loans or perform any of its obligations hereunder or under any other Loan Documents in accordance with their terms. In addition, the Loan Parties, the Administrative Agent, the applicable FILO Documentation Agent, the Lenders and the Issuers shall treat each Person whose name is recorded in the Register as a Lender or as an Issuer, as applicable, for all purposes of this Agreement. Information contained in the Register with respect to any Lender or Issuer shall be available for inspection by the Borrower, the Administrative Agent, the FILO Documentation Agent, such Lender or such Issuer 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 the Borrower shall execute and deliver a promissory note or notes payable to such Lender (through in order to evidence the Agent) Indebtedness owing to such Lender by the Borrower hereunder, the Borrower shall promptly execute and deliver a Term Revolving Credit Note payable or Revolving Credit Notes, or a FILO Note or FILO Notes, as applicable, to such Lender evidencing the Loans of such Lender, which shall evidence such Lender’s Loans substantially in addition to such accounts the form of Exhibit B or recordsExhibit P, as applicable. Each Lender may attach schedules to its Term Revolving Credit Note or FILO Note and endorse thereon the date, Class, Type (if applicable), amount and maturity of its Loans and payments with respect thereto.
(b) Entries made in good faith by the Agent in the Register pursuant to Section 2.5(a), and by each Lender in its account or accounts pursuant to this Section 2.5(b), shall be prima facie evidence of the amount of principal and interest due and payable or to become due and payable from the Borrowers to, in the case of the Register, each Lender and, in the case of such account or accounts, such Lender, under this Agreement and the other Financing Agreements, absent manifest error; provided that the failure of the Agent or such Lender to make an entry, or any finding that an entry is incorrect, do so shall in the Register or such account or accounts shall not limit or otherwise no way affect the obligations of the Borrowers Borrower or any other Loan Party under this Agreement and the other Financing Agreementsany Loan Document.
Appears in 1 contract
Samples: Credit Agreement (JOANN Inc.)
Evidence of Indebtedness. (a) The Loans made by each Lender shall be evidenced by one or more accounts or records maintained by such Lender and evidenced by one or more entries in the Register maintained by the DIP Agent, acting solely for purposes of Treasury Regulation Section 5f.103-1(c) and proposed Section 1.163-5(b) (or any amended or successor versions), as non-fiduciary agent for the BorrowersBorrower, in each case in the ordinary course of business. The accounts or records maintained by the DIP Agent and each Lender shall be conclusive prima facie evidence absent manifest error of the amount of the Loans made by the Lenders to the Borrowers Borrower 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 the Borrowers Borrower hereunder to pay any amount owing with respect to the Obligations. In the event of any conflict between the accounts and records maintained by any Lender pursuant to Section 2.5(b) Xxxxxx and the accounts and records of the DIP Agent in respect of such matters, the accounts and records of the DIP Agent shall control in the absence of manifest error. Upon the request of any Lender Xxxxxx made through the DIP Agent, the applicable Borrower shall execute and deliver to such Lender (through the DIP Agent) a Term Note payable to such Lender, which shall evidence such LenderXxxxxx’s Loans in addition to such accounts or records. Each Lender may attach schedules to its Term Note and endorse thereon the date, Class, Type (if applicable), amount and maturity of its Loans and payments with respect thereto.
(b) Entries made in good faith by the DIP Agent in the Register pursuant to Section 2.5(a2.09(a), and by each Lender in its account or accounts pursuant to this Section 2.5(b2.09(a), shall be prima facie evidence of the amount of principal and interest due and payable or to become due and payable from the Borrowers Borrower to, in the case of the Register, each Lender and, in the case of such account or accounts, such Lender, under this Agreement and the other Financing AgreementsLoan Documents, absent manifest error; provided that the failure of the DIP 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 Borrowers Borrower under this Agreement and the other Financing AgreementsLoan Documents.
Appears in 1 contract
Samples: Senior Secured Super Priority Debtor in Possession Credit Agreement (JOANN Inc.)
Evidence of Indebtedness. (a) The Loans Term Loan made by each Lender shall be evidenced by one or more accounts or records maintained by such Lender and evidenced by one or more entries in the Register maintained by the Administrative Agent, acting solely for purposes of Treasury Regulation Section 5f.103-1(cl(c), as non-fiduciary agent for the Borrowers, in each case in the ordinary course of business. The accounts or records maintained by the Administrative Agent and each Lender shall be conclusive prima facie evidence absent manifest or demonstrable error of the amount of the Loans Term Loan made by the Lenders to 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 the Borrowers hereunder to pay any amount owing with respect to the Obligations. In the event of any conflict between the accounts and records maintained by any Lender pursuant to Section 2.5(b) and the accounts 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 or demonstrable error. Upon the request of any Lender made through the Administrative Agent, the applicable Borrower Borrowers shall execute and deliver to such Lender (through the Administrative Agent) a Term Note payable to such Lender, which shall evidence such Lender’s Loans Term Loan in addition to such accounts or records. Each Lender may attach schedules to its Term Note and endorse thereon the date, Class, Type (if applicable), amount and maturity of its Loans and payments with respect thereto.
(b) Entries made in good faith by the Administrative Agent in the Register pursuant to Section 2.5(a2.09(a), and by each Lender in its account or accounts pursuant to this Section 2.5(b2.09(a), shall be prima facie evidence of the amount of principal and interest due and payable or to become due and payable from the Borrowers to, in the case of the Register, each Lender and, in the case of such account or accounts, such Lender, under this Agreement and the other Financing AgreementsLoan Documents, absent manifest or demonstrable error; provided 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 Borrowers under this Agreement and the other Financing AgreementsLoan Documents.
Appears in 1 contract
Evidence of Indebtedness. (a) The Loans made Borrowings provided by each Lender shall be evidenced by one or more accounts or records maintained by such Lender and evidenced by one or more entries in the Register maintained by the Facility Agent, acting solely for purposes in each case in the ordinary course of Treasury Regulation Section 5f.103-1(c), as non-fiduciary agent for the Borrowersbusiness. The accounts or records maintained by the Facility Agent and each Lender shall be conclusive prima facie evidence absent manifest error of the amount of the Loans made Borrowings provided by the Lenders to the Borrowers Borrower 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 the Borrowers Borrower hereunder to pay any amount owing with respect to the Obligations. In the event of any conflict between the accounts and records maintained by any Lender pursuant to Section 2.5(b) and the accounts and records of the Facility Agent in respect of such matters, the accounts and records of the Facility Agent shall control in the absence of manifest error. Upon the request of any Lender made through the Facility Agent, the applicable Borrower shall execute and deliver to such Lender (through the Facility Agent) a Term Note and/or a Capital Expenditure Note, as applicable payable to such Lender, which shall evidence such Lender’s Loans in addition to such accounts or records. Each Lender may attach schedules to its Term Note and endorse thereon the date, Class, Type (if applicable), amount and maturity of its Loans and payments with respect thereto.
(b) Entries made in good faith by the Facility Agent in the Register pursuant to Section 2.5(a2.08(a), and by each Lender in its account or accounts pursuant to this Section 2.5(b2.08(a), shall be prima facie evidence of the amount of principal and interest due and payable or to become due and payable from the Borrowers Borrower to, in the case of the Register, each Lender and, in the case of such account or accounts, such Lender, under this Agreement and the other Financing AgreementsDocuments, absent manifest error; provided that the failure of the Facility 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 Obligations of the Borrowers Borrower under this Agreement and the other Financing AgreementsDocuments.
Appears in 1 contract
Evidence of Indebtedness. (a) The Loans made Borrowings provided by each Lender shall be evidenced by one or more accounts or records maintained by such Lender and evidenced by one or more entries in the Register maintained by the Facility Agent, acting solely for purposes in each case in the ordinary course of Treasury Regulation Section 5f.103-1(c), as non-fiduciary agent for the Borrowersbusiness. The accounts or records maintained by the Facility Agent and each Lender shall be conclusive prima facie evidence absent manifest error of the amount of the Loans made Borrowings provided by the Lenders to the Borrowers Borrower 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 the Borrowers Borrower hereunder to pay any amount owing with respect to the Obligations. Each Issuing Bank’s Energy Hedging Issuing Bank Fronting Amount or Liquidity Issuing Bank Fronting Amount (and any assignment thereof), as applicable, shall be evidenced by one or more accounts or records maintained by such Issuing Bank and evidenced by one or more entries in the Register maintained by the Facility Agent. The accounts or records maintained by the Facility Agent of an Issuing Bank’s Energy Hedging Issuing Bank Fronting Amount or Liquidity Issuing Bank Fronting Amount, as applicable, shall be prima facie evidence absent manifest error of such amount. In the event of any conflict between the accounts and records maintained by any Lender pursuant to Section 2.5(b) and the accounts and records of the Facility Agent in respect of such the foregoing matters, the accounts and records of the Facility Agent shall control in the absence of manifest error. Upon the request of any Lender made through the Facility Agent, the applicable Borrower shall execute and deliver to such Lender (through the Facility Agent) a Term Note Note, payable to such Lender, which shall evidence such Lender’s Loans in addition to such accounts or records. Each Lender may attach schedules to its Term Note and endorse thereon the date, Class, Type (if applicable), amount and maturity of its Loans and payments with respect thereto.
(b) Entries made in good faith by the Facility Agent in the Register pursuant to Section 2.5(a2.08(a), and by each Lender in its account or accounts pursuant to this Section 2.5(b2.08(a), shall be prima facie evidence of the amount of principal and interest due and payable or to become due and payable from the Borrowers Borrower to, in the case of the Register, each Lender and, in the case of such account or accounts, such Lender, under this Agreement and the other Financing AgreementsDocuments, absent manifest error; provided that the failure of the Facility 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 Obligations of the Borrowers Borrower under this Agreement and the other Financing AgreementsDocuments.
Appears in 1 contract
Evidence of Indebtedness. (a) The Loans Credit Extensions made by each Lender shall be evidenced by one or more accounts or records maintained by such Lender and evidenced by one or more entries in the Register maintained by the AgentAdministrative Agent in accordance with Section 10.07, acting solely for purposes of Treasury Regulation Section 5f.103-1(c), as non-fiduciary agent for the Borrowers, in each case in the ordinary course of business. The accounts or records maintained by the Administrative Agent and each Lender shall be conclusive prima facie evidence absent manifest error of the amount of the Loans Credit Extensions made by the Lenders to 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 the Borrowers hereunder to pay any amount owing with respect to the Obligations. In the event of any conflict between the accounts and records maintained by any Lender pursuant to Section 2.5(b) Xxxxxx and the accounts 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. Upon Promptly following the reasonable request of any Lender made through the Administrative Agent, the applicable Borrower Borrowers shall execute and deliver to such Lender (through the Agent) a Term Note payable to such LenderLender (through the Administrative Agent), which shall evidence such LenderXxxxxx’s Loans in addition to such accounts or records. Each Lender may attach schedules to its Term Note and endorse thereon the date, Class, Type (if applicable), amount and maturity of its Loans and payments with respect thereto.such
(b) [Reserved] (c) Entries made in good faith by the Administrative Agent in the Register pursuant to Section 2.5(a2.11(a), and by each Lender in its account or accounts pursuant to this Section 2.5(b2.11(a), shall be prima facie evidence of the amount of principal and interest due and payable or to become due and payable from the Borrowers to, in the case of the Register, each Lender and, in the case of such account or accounts, such Lender, under this Agreement and the other Financing AgreementsLoan Documents, absent manifest error; provided 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 Borrowers under this Agreement and the other Financing AgreementsLoan Documents. In the event of any conflict between the Register maintained by the Administrative Agent and the accounts and records of any Lender in respect of such matters, the Register shall control.
Appears in 1 contract
Samples: Credit Agreement (Redwire Corp)
Evidence of Indebtedness. (a) The Loans Credit Extensions made by each Lender shall be evidenced by one or more entries accounts or records maintained by such Lender and by the Administrative Agent in the Register maintained by the Agent, acting solely for purposes ordinary course of Treasury Regulation Section 5f.103-1(c), as non-fiduciary agent for the Borrowersbusiness. The accounts or records maintained by the Administrative Agent and each Lender shall be conclusive evidence absent manifest error of the amount of the Loans Credit Extensions made by the Lenders to 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 the Borrowers hereunder to pay any amount owing with respect to the Obligations. In the event of any conflict between the accounts and records maintained by any Lender pursuant to Section 2.5(b) and the accounts 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. Upon the request of any Lender made through the Administrative Agent, the applicable Borrower so notified shall execute and deliver to such Lender (through the Administrative Agent) a Term Note payable to such LenderNote, which shall evidence such Lender’s Loans in addition to such accounts or records. Each such Note shall (i) in the case of Term Loans, be in the form of Exhibit J-1 (a “Term Loan Note”), (iii) in the case of Dollar Revolving Credit Loans, be in the form of Exhibit J-2 (a “Dollar Revolving Note”) and (iii) in the case of Multicurrency Revolving Credit Loans, be in the form of J-3 (a “Multicurrency Revolving Note”). Each Lender may attach schedules to its Term Note and endorse thereon the date, Class, Type (if applicable), amount and maturity of its Loans and payments with respect thereto.
(b) In addition to the accounts and records referred to in Section 2.11(a), each Lender and the Administrative Agent shall maintain in accordance with its usual practice accounts or records evidencing the purchases and sales by such Lender of participations in Letters of Credit. In the event of any conflict between the accounts and records maintained by the Administrative Agent and the accounts and records of any Lender in respect of such matters, the accounts and records of the Administrative Agent shall control in the absence of manifest error.
(c) Entries made in good faith by the Administrative Agent in the Register pursuant to Section 2.5(a2.11(b), and by each Lender in its account or accounts pursuant to this Section 2.5(b2.11(a), shall be prima facie evidence of the amount of principal and interest due and payable or to become due and payable from the Borrowers to, in the case of the Register, each Lender and, in the case of such account or accounts, such Lender, under this Agreement and the other Financing AgreementsLoan Documents, absent manifest error; provided 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 Borrowers under this Agreement and the other Financing AgreementsLoan Documents.
Appears in 1 contract
Samples: Credit Agreement (Platform Specialty Products Corp)
Evidence of Indebtedness. (a) The Loans Credit Extensions made by each Lender shall be evidenced by one or more accounts or records maintained by such Lender and evidenced by one or more entries in the Register maintained by the Agent, acting solely for purposes of Treasury Regulation Administrative Agent pursuant to Section 5f.103-1(c10.07(c), as non-fiduciary agent for in each case in the Borrowersordinary course of business. The accounts or records maintained by the Administrative Agent and each Lender shall be conclusive prima facie evidence absent manifest error of the amount of the Loans Credit Extensions made by the Lenders to the Borrowers Borrower 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 the Borrowers Borrower hereunder to pay any amount owing with respect to the Obligations. In the event of any conflict between the accounts and records maintained by any Lender pursuant to Section 2.5(b) and the accounts 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. Upon the request of any Lender made through the Administrative Agent, the applicable Borrower shall execute and deliver to such Lender (through the Administrative Agent) a Term Note payable to such Lender, which shall evidence such Lender’s Loans in addition to such accounts or records. Each Lender may attach schedules to its Term Note and endorse thereon the date, Class, Type (if applicable), amount and maturity of its Loans and payments with respect thereto.
(b) [Reserved].
(c) Entries made in good faith by the Administrative Agent in the Register pursuant to Section 2.5(a), 2.11(a) and by each Lender in its account accounts or accounts records pursuant to this Section 2.5(b), 2.11(a) shall be prima facie evidence of the amount of principal and interest due and payable or to become due and payable from the Borrowers Borrower to, in the case of the Register, each Lender and, in the case of such account accounts or accountsrecords, such Lender, under this Agreement and the other Financing AgreementsLoan Documents, absent manifest error; provided 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 accounts or accounts records shall not limit or otherwise affect the obligations of the Borrowers Borrower under this Agreement and the other Financing AgreementsLoan Documents.
Appears in 1 contract
Evidence of Indebtedness. (a) The Loans Credit Extensions made by each Lender shall be evidenced by one or more entries accounts or records maintained by such Lender and by the Administrative Agent in the Register maintained by the Agent, acting solely for purposes ordinary course of Treasury Regulation Section 5f.103-1(c), as non-fiduciary agent for the Borrowersbusiness. The accounts or records maintained by the Administrative Agent and each Lender shall be conclusive evidence absent manifest error of the amount of the Loans Credit Extensions made by the Lenders to the Borrowers Borrower 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 the Borrowers Borrower hereunder to pay any amount owing with respect to the Obligations. In the event of any conflict between the accounts and records maintained by any Lender pursuant to Section 2.5(b) and the accounts 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. Upon the request of any Lender made through the Administrative Agent, the applicable Borrower shall execute and deliver to such Lender (through the Administrative Agent) a Term Note payable to such LenderNote, which shall evidence such Lender’s Loans in addition to such accounts or records. Each Lender may attach schedules to its Term Note and endorse thereon the date, Class, Type (if applicable), amount and maturity of its Loans and payments with respect thereto.
(b) [Reserved].
(c) Entries made in good faith by the Administrative Agent in the Register pursuant to Section 2.5(a2.11(b), and by each Lender in its account or accounts pursuant to this Section 2.5(b2.11(a), shall be prima facie evidence of the amount of principal and interest due and payable or to become due and payable from the Borrowers Borrower to, in the case of the Register, each Lender and, in the case of such account or accounts, such Lender, under this Agreement and the other Financing AgreementsLoan Documents, absent manifest error; provided 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 Borrowers Borrower under this Agreement and the other Financing AgreementsLoan Documents.
Appears in 1 contract
Samples: Senior Secured Second Lien Credit Agreement (Dynatrace Holdings LLC)
Evidence of Indebtedness. (a) The Loans Term Loan made by each the Lender shall be evidenced by one or more entries in the Register accounts or records maintained by the Agent, acting solely for purposes Lender in the ordinary course of Treasury Regulation Section 5f.103-1(c), as non-fiduciary agent for the Borrowersbusiness. The accounts or records maintained by the Agent Lender shall be conclusive evidence absent manifest error of the amount of the Loans Term Loan made by the Lenders Lender to the Borrowers Borrower 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 the Borrowers Borrower hereunder to pay any amount owing with respect to the Obligations. In the event of any conflict between the accounts and records maintained by any Lender pursuant to Section 2.5(b) and the accounts and records of the Agent in respect of such matters, the accounts and records of the Agent shall control in the absence of manifest error. Upon the request of any Lender made through the Agent, the applicable Borrower shall execute and deliver to such Lender (through the Agent) a Term Note payable to such Lender, which shall evidence such Lender’s Loans in addition to such accounts or records. Each Lender may attach schedules to its Term Note and endorse thereon the date, Class, Type (if applicable), amount and maturity of its Loans Term Loan and payments with respect thereto.
(b) Entries made in good faith by the Agent in the Register pursuant to Section 2.5(a), and by each Lender in its account or accounts pursuant to this Section 2.5(b2.07(a), shall be prima facie evidence of the amount of principal and interest due and payable or to become due and payable from the Borrowers to, in Borrower to the case of the Register, each Lender and, in the case of such account or accounts, such Lender, under this Agreement and the other Financing AgreementsLoan Documents, absent manifest error; provided that the failure of the 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 Borrowers Borrower under this Agreement and the other Financing AgreementsLoan Documents.
Appears in 1 contract
Samples: Senior Subordinated Term Loan Agreement (Quantum Corp /De/)
Evidence of Indebtedness. (a) The Loans Credit Extensions made by each Lender shall be evidenced by one or more accounts or records maintained by such Lender and evidenced by one or more entries in the Register maintained by the Administrative Agent, acting solely for purposes of Treasury Regulation Section 5f.103-1(c), as non-fiduciary agent for the BorrowersBorrower, in each case in the ordinary course of business. The accounts or records maintained by the Administrative Agent and each Lender shall be conclusive prima facie evidence absent manifest error of the amount of the Loans Credit Extensions made by the Lenders to the Borrowers Borrower 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 the Borrowers Borrower hereunder to pay any amount owing with respect to the Obligations. In the event of any conflict between the accounts and records maintained by any Lender pursuant to Section 2.5(b) and the accounts 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. Upon the request of any Lender made through the Administrative Agent, the applicable Borrower shall execute and deliver to such Lender (through the Administrative Agent) a Term Note payable to such Lender, which shall evidence such Lender’s Loans in addition to such accounts or records. Each Lender may attach schedules to its Term Note and endorse thereon the date, Class, Type (if applicable), amount and maturity of its Loans and payments with respect thereto.
(b) Entries made in good faith by the Administrative Agent in the Register pursuant to Section 2.5(a2.11(a), and by each Lender in its account or accounts pursuant to this Section 2.5(b2.11(a), shall be prima facie evidence of the amount of principal and interest due and payable or to become due and payable from the Borrowers Borrower to, in the case of the Register, each Lender and, in the case of such account or accounts, such Lender, under this Agreement and the other Financing AgreementsLoan Documents, absent manifest error; provided that provided, 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 Borrowers Borrower under this Agreement and the other Financing AgreementsLoan Documents.
Appears in 1 contract
Samples: Credit Agreement (Geokinetics Inc)
Evidence of Indebtedness. (a) The Loans made by each Lender shall be evidenced by one or more accounts or records maintained by such Xxxxxx and evidenced by one or more entries in the Register maintained by the Administrative Agent, acting solely for purposes of Treasury Regulation Regulations Section 5f.103-1(c), as non-fiduciary agent for the BorrowersBorrower, in each case in the ordinary course of business. The accounts or records maintained by the Administrative Agent and each Lender shall be conclusive prima facie evidence absent manifest error of the amount of the Loans made by the Lenders to the Borrowers Borrower 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 the Borrowers Borrower hereunder to pay any amount owing with respect to the Obligations. In the event of any conflict between the accounts and records maintained by any Lender pursuant to Section 2.5(b) Xxxxxx and the accounts 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. Upon the request of any Lender made through the Agent, the applicable Borrower shall execute and deliver to such Lender (through the Agent) a Term Note payable to such Lender, which shall evidence such Lender’s Loans in addition to such accounts or records. Each Lender may attach schedules to its Term Note and endorse thereon the date, Class, Type (if applicable), amount and maturity of its Loans and payments with respect thereto.
(b) (i) Entries made in good faith by the Administrative Agent in the Register pursuant to Section 2.5(a), Sections 2.7(a) and by each Lender in its account or accounts pursuant to this Section 2.5(b), 2.7(a) shall be prima facie evidence of the amount of principal and interest due and payable or to become due and payable from the Borrowers Borrower to, in the case of the Register, each Lender and, in the case of such account or accounts, such Lender, under this Agreement and the other Financing AgreementsLoan Documents, absent manifest error; provided 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 Borrowers Borrower under this Agreement and the other Financing AgreementsLoan Documents.
Appears in 1 contract
Samples: Credit Agreement (eHealth, Inc.)
Evidence of Indebtedness. (a) The Loans Credit Extensions and a copy of each Assignment and Assumption made by each Lender shall be evidenced by one or more accounts or records maintained by such Lender and evidenced by one or more entries in the Register maintained by the Administrative Agent, acting solely for purposes of Treasury Regulation Regulations Section 5f.103-1(c)) and section 1.163-5(b) of the proposed United States Treasury Regulations, as a non-fiduciary agent for the BorrowersBorrower, in each case in the ordinary course of business. The accounts or records maintained by the Administrative Agent and each Lender shall be prima facie evidence and the Register maintained by the Administrative Agent shall be conclusive evidence proof absent manifest error of the amount of the Loans 112 Credit Extensions made by the Lenders to the Borrowers Borrower 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 the Borrowers Borrower hereunder to pay any amount owing with respect to the Obligations. In the event of any conflict between the accounts and records maintained by any Lender pursuant to Section 2.5(b) Xxxxxx and the accounts and records of the Administrative Agent in respect of such matters, the accounts and records of the Agent Register shall control in the absence of manifest error. Upon the request of any Lender Xxxxxx made through the Administrative Agent, the applicable Borrower shall execute and deliver to such Lender (through the Administrative Agent) a Term Note payable to such Lender, which shall evidence such LenderXxxxxx’s Loans in addition to such accounts or records. Each Lender may attach schedules to its Term Note and endorse thereon the date, Class, Type (if applicable), amount and maturity of its Loans and payments with respect thereto. No execution and delivery or transfer of a Note will be effective until also recorded in the Register.
(b) [Reserved].
(c) Entries made in good faith by the Administrative Agent in the Register pursuant to Section 2.5(a), 2.11(a) and by each Lender in its account accounts or accounts records pursuant to this Section 2.5(b2.11(a), shall be prima facie evidence evidence, in each case, of the amount of principal and interest due and payable or to become due and payable from the Borrowers Borrower to, in the case of the Register, each Lender and, in the case of such account accounts or accountsrecords, such Lender, under this Agreement and the other Financing AgreementsLoan Documents, absent manifest error; provided 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 accounts or accounts records shall not limit or otherwise affect the obligations of the Borrowers Borrower under this Agreement and the other Financing AgreementsLoan Documents.
Appears in 1 contract
Samples: Credit Agreement (Farfetch LTD)
Evidence of Indebtedness. (a) The Loans Credit Extensions made by each Lender shall be evidenced by one or more entries accounts or records maintained by such Lender in the Register maintained by the Agent, acting solely for purposes ordinary course of Treasury Regulation Section 5f.103-1(c), as non-fiduciary agent for the Borrowersbusiness. The accounts or records maintained by the Agent each Lender shall be conclusive prima facie evidence absent manifest error of the amount of the Loans Credit Extensions made by the Lenders to 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 the Borrowers hereunder to pay any amount owing with respect to the ABL Obligations. In the event of any conflict between the accounts and records maintained by any Lender pursuant to Section 2.5(b) and the accounts and records of the Agent in respect of such mattersRegister, the accounts and records of the Agent Register shall control in the absence of manifest error. Upon the request of any Lender made through the Administrative Agent, the applicable Borrower Borrowers shall execute and deliver to such Lender (through the Administrative Agent) a Term Note payable to such Lender, which shall evidence such Lender’s Loans in addition to such accounts or records. Each Lender may attach schedules to its Term Note and endorse thereon the date, Class, Type (if applicable), amount and maturity of its Loans and payments with respect thereto.
(b) In addition to the accounts and records referred to in Section 2.11(a), each Lender shall maintain in accordance with its usual practice accounts or records evidencing the purchases and sales by such Lender of participations in Letters of Credit and Swing Line Loans. In the event of any conflict between the Register and the accounts and records of any Lender in respect of such matters, the Register shall control in the absence of manifest error.
(c) Entries made in good faith by the Agent in the Register pursuant to Section 2.5(a), and by each Lender in its account or accounts pursuant to this Section 2.5(b2.11(a) and (b), shall be prima facie evidence of the amount of principal and interest due and payable or to become due and payable from the Borrowers to, in the case of the Register, each to such Lender and, in the case of such account or accounts, such Lender, under this Agreement and the other Financing AgreementsLoan Documents, absent manifest error; provided provided, that the failure of the 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 Borrowers under this Agreement and the other Financing AgreementsLoan Documents.
Appears in 1 contract
Samples: Abl Credit Agreement (GMS Inc.)
Evidence of Indebtedness. (a) The Loans made by each Lender shall be evidenced by one or more accounts or records maintained by such Lender and evidenced by one or more entries in the Register maintained by the Administrative Agent, acting solely for purposes of Treasury Regulation Section 5f.103-1(c), as non-fiduciary agent for the BorrowersBorrower, in each case in the ordinary course of business. The accounts or records maintained by the Administrative Agent and each Lender shall be conclusive prima facie evidence absent manifest error of the amount of the Loans made by the Lenders to the Borrowers Borrower 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 the Borrowers Borrower hereunder to pay any amount owing with respect to the Obligations. In the event of any conflict between the accounts and records maintained by any Lender pursuant to Section 2.5(b) and the accounts 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. Upon the request of any Lender made through the AgentLender, the applicable Borrower shall execute and deliver to such Lender (through the Agent) a Term Note payable to such Lender, which shall evidence such Lender’s Loans in addition to such accounts or records. Each Lender may attach schedules to its Term Note and endorse thereon the date, Class, Type (if applicable), amount and maturity of its Loans and payments with respect thereto.
(b) In addition to the accounts and records referred to in Section 2.07(c), each Lender and the Administrative Agent shall maintain in accordance with its usual practice accounts or records. In the event of any conflict between the accounts and records maintained by the Administrative Agent and the accounts and records of any Lender in respect of such matters, the accounts and records of the Administrative Agent shall control in the absence of manifest error.
(c) Entries made in good faith by the Administrative Agent in the Register pursuant to Section 2.5(a2.07(a), and by each Lender in its account or accounts pursuant to this Section 2.5(b2.07(a), shall be prima facie evidence of the amount of principal and interest due and payable or to become due and payable from the Borrowers Borrower to, in the case of the Register, each Lender and, in the case of such account or accounts, such Lender, under this Agreement and the other Financing AgreementsLoan Documents, absent manifest error; provided 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 Borrowers Borrower under this Agreement and the other Financing AgreementsLoan Documents.
Appears in 1 contract
Samples: Bridge Credit Agreement (Novelion Therapeutics Inc.)
Evidence of Indebtedness. (a) The Loans made by each Lender shall be evidenced by one or more entries in the Register accounts or records maintained by such Xxxxxx and maintained by the Administrative Agent, acting solely for purposes in each case in the ordinary course of Treasury Regulation Section 5f.103-1(c), as non-fiduciary agent for the Borrowersbusiness. The accounts or records maintained by the Administrative Agent and each Lender shall be conclusive prima facie evidence absent manifest error of the amount of the Loans made by the Lenders to the Borrowers Borrower 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 the Borrowers Borrower hereunder to pay any amount owing with respect to the Obligations. In the event of any conflict between the accounts and records maintained by any Lender pursuant to Section 2.5(b) Xxxxxx and the accounts 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. Upon After the request end of any Lender made through each month, the Administrative Agent shall send to the Borrower a statement accounting for the charges, loans, advances and other transactions occurring among and between the Administrative Agent, the applicable Lenders and the Borrower shall execute and deliver to such Lender (through the Agent) a Term Note payable to such Lenderduring that month. The monthly statements shall, absent manifest error, be an account stated, which shall evidence such Lender’s Loans in addition to such accounts or records. Each Lender may attach schedules to its Term Note is final, conclusive and endorse thereon binding on the date, Class, Type (if applicable), amount and maturity of its Loans and payments with respect theretoBorrower.
(b) Entries [Reserved].
(c) The entries made in good faith by the Agent in the Register and in the accounts therein maintained pursuant to clauses (a) and (b) above and Section 2.5(a)12.2 hereof shall, and to the extent permitted by each Lender in its account or accounts pursuant to this Section 2.5(b)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 Borrowers to, in the case amounts of the Registerobligations recorded therein; provided, each Lender andhowever, in the case of such account or accounts, such Lender, under this Agreement and the other Financing Agreements, absent manifest error; 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 of the Borrowers Borrower to repay the Loans or perform any of its obligations hereunder or under this Agreement and any other Loan Documents in accordance with their terms. In addition, the other Financing Agreements.Loan Parties, the Administrative Agent, the
Appears in 1 contract
Samples: Credit Agreement (JOANN Inc.)
Evidence of Indebtedness. (a) The Facility Loans made by each Lender shall be evidenced by one or more entries in the Register electronic register maintained by the AgentLender (the “Register”), acting solely for purposes of Treasury Regulation Section 5f.103-1(c), as a non-fiduciary agent for the BorrowersCompany in the ordinary course of business in accordance with Section 10.07(c). The accounts or records maintained by the Agent Register shall be conclusive evidence conclusive, absent manifest error of the amount of the Facility Loans made by the Lenders to the Borrowers Company 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 the Borrowers Company hereunder to pay any amount owing with respect to the Facility Obligations. In the event of any conflict between the accounts and records maintained by any Lender pursuant to Section 2.5(b) and the accounts and records of the Agent in respect of such matters, the accounts and records of the Agent shall control in the absence of manifest error. Upon the request of any Lender made through the AgentLender, the applicable Borrower Company shall execute and deliver to such the Lender (through or, if such Facility Note is to be registered, to the AgentNotes Registrar) a Term properly completed Facility Note payable to such the Lender, which shall evidence such Lender’s the Facility Loans in addition to the Register. The Lender (or the Notes Registrar, if such accounts or records. Each Lender Facility Note is held by the Notes Registrar) may attach schedules to its Term Note the Facility Notes and endorse thereon the date, Class, Type (if applicable), amount and maturity of its Facility Loans and payments made with respect thereto.
(b) Entries made in good faith by the Agent Lender in the Register pursuant to Section 2.5(a), and by each Lender in its account or accounts pursuant to this Section 2.5(b), shall be prima facie evidence conclusive, absent manifest error of the amount of principal and interest due and payable or to become due and payable from the Borrowers to, in Company to the case of the Register, each Lender and, in the case of such account or accounts, such Lender, under this Agreement and the other Financing Agreements, absent manifest errorFacility Loan Documents; provided that the failure of the 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 Borrowers Company under this Agreement and the other Financing AgreementsFacility Loan Documents.
Appears in 1 contract
Samples: Advance Facility Agreement (First Citizens Bancshares Inc /De/)
Evidence of Indebtedness. (a) The Loans made by each the Lender shall be evidenced by one or more entries in the Register accounts or records maintained by the Agent, acting solely for purposes Lender in the ordinary course of Treasury Regulation Section 5f.103-1(c), as non-fiduciary agent for the Borrowersbusiness. The accounts or records maintained by the Agent Lender shall be conclusive prima facie evidence absent manifest error of the amount of the Loans made by the Lenders Lender to the Borrowers Borrower and the interest and payments thereon. Any failure of the Lender to so record or any error in doing so shall not, however, limit or otherwise affect the obligation of the Borrowers Borrower hereunder to pay any amount owing with respect to the Obligations. In the event of any conflict between the accounts and records maintained by any Lender pursuant to Section 2.5(b) and the accounts and records of the Agent in respect of such matters, the accounts and records of the Agent shall control in the absence of manifest error. Upon the request of any Lender made through the AgentLender, the applicable Borrower shall execute and deliver to such the Lender (through the Agent) a Term Note payable to such the Lender, which shall evidence such the Lender’s Loans in addition to such accounts or records. Each The Lender may attach schedules to its Term Note and endorse thereon the date, Classamount, Type (if applicable), amount currency and maturity of its Loans and payments with respect thereto.
(b) [reserved].
(c) Entries made in good faith by the Agent in the Register pursuant to Section 2.5(a), and by each Lender in its account or accounts pursuant to this Section 2.5(b), 2.11(a) shall be prima facie evidence of the amount of principal and interest due and payable or to become due and payable from the Borrowers to, in Borrower to the case of the Register, each Lender and, in the case of such account or accounts, such Lender, under this Agreement and the other Financing AgreementsLoan Documents, absent manifest error; provided that the failure of the Agent or such Lender to make an entry, or any finding that an entry is incorrect, incorrect in the Register or such account or accounts shall not limit or otherwise affect the obligations of the Borrowers Borrower under this Agreement and the other Financing AgreementsLoan Documents.
Appears in 1 contract
Evidence of Indebtedness. (a) The Loans Credit Extensions made by each Lender shall be evidenced by one or more entries in the Register accounts or records maintained by the Agent, acting solely for purposes of Treasury Regulation Section 5f.103-1(c), as non-fiduciary agent for the Borrowerssuch Xxxxxx. The accounts or records maintained by the Agent each Lender shall be conclusive prima facie evidence absent manifest error of the amount of the Loans Credit Extensions made by the Lenders to the Borrowers Borrower 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 the Borrowers Borrower hereunder to pay any amount owing with respect to the Obligations. In the event of any conflict between the accounts and records maintained by any Lender pursuant to Section 2.5(b) Xxxxxx and the accounts 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. Upon the request of any Lender Xxxxxx made through the Administrative Agent, the applicable Borrower shall execute and deliver to such Lender (through the Administrative Agent) a Term Note payable to such Lender, which shall evidence such LenderXxxxxx’s Loans in addition to such accounts or records. Each Lender may attach schedules to its Term Note and endorse thereon the date, Class, Type (if applicable), amount and maturity of its Loans and payments with respect thereto.
(b) Entries made in good faith by the Agent in the Register pursuant to Section 2.5(a), and by each Lender in its account or accounts pursuant to this Section 2.5(b2.08(a), shall be prima facie evidence of the amount of principal and interest due and payable or to become due and payable from the Borrowers to, in the case of the Register, each Lender and, in the case of such account or accounts, Borrower to such Lender, under this Agreement and the other Financing AgreementsLoan Documents, absent manifest error; provided that the failure of the 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 Borrowers Borrower under this Agreement and the other Financing AgreementsLoan Documents.
Appears in 1 contract
Samples: Senior Secured Credit Agreement (Bright Mountain Media, Inc.)
Evidence of Indebtedness. (a) The Loans Credit Extensions made by each Lender shall be evidenced by one or more accounts or records maintained by such Lender and evidenced by one or more entries in the Register maintained by the Administrative Agent, acting solely for purposes of Treasury Regulation Section 5f.103-1(c), as non-fiduciary agent for the BorrowersBorrower, in each case in the ordinary course of business. The accounts or records maintained by the Administrative Agent and each Lender shall be conclusive prima facie evidence absent manifest error of the amount of the Loans Credit Extensions made by the Lenders to the Borrowers Borrower 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 the Borrowers Borrower hereunder to pay any amount owing with respect to the Obligations. In the event of any conflict between the accounts and records maintained by any Lender pursuant to Section 2.5(b) and the accounts 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. Upon the request of any Lender made through the Administrative Agent, the applicable Borrower shall execute and deliver to such Lender (through the Administrative Agent) a Term Note payable to such Lender, which shall evidence such Lender’s Loans in addition to such accounts or records. Each Lender may attach schedules to its Term Note and endorse thereon the date, Class, Type (if applicable), amount and maturity of its Loans and payments with respect thereto.
(b) Entries made in good faith by the Administrative Agent in the Register pursuant to Section 2.5(a2.10(a), and by each Lender in its account or accounts pursuant to this Section 2.5(b2.10(a), shall be prima facie evidence of the amount of principal and interest due and payable or to become due and payable from the Borrowers Borrower to, in the case of the Register, each Lender and, in the case of such account or accounts, such Lender, under this Agreement and the other Financing AgreementsLoan Documents, absent manifest error; provided 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 Borrowers Borrower under this Agreement and the other Financing AgreementsLoan Documents.
Appears in 1 contract
Evidence of Indebtedness. (a) The Loans Borrowings made by each Lender shall be evidenced by one or more accounts or records maintained by such Lender and evidenced by one or more entries in the Register maintained by the Administrative Agent, acting solely for purposes of Treasury Regulation Section 5f.103-1(c) or Proposed Treasury Regulation Section 1.163-5(b) (or, in each case, any amended or successor version), as non-fiduciary agent for the BorrowersBorrower, in each case in the ordinary course of business. The accounts or records maintained by the Administrative Agent and each Lender shall be conclusive prima facie evidence absent manifest error of the amount of the Loans Borrowings made by the Lenders to the Borrowers Borrower 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 the Borrowers Borrower hereunder to pay any amount owing with respect to the Obligations. In the event of any conflict between the accounts and records maintained by any Lender pursuant to Section 2.5(b) Xxxxxx and the accounts 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. .
(b) Upon the request of any Lender made through the Administrative Agent, the applicable Borrower shall execute and deliver to such Lender (through the Administrative Agent) a Term Note payable to such Lender, which shall evidence the relevant Class of such LenderXxxxxx’s Loans in addition to such accounts or records. Each Lender may attach schedules to its Term Note and endorse thereon the date, Class, Type (if applicable), amount and maturity of its Loans and payments with respect thereto.
(bc) Entries made in good faith by the Administrative Agent in the Register pursuant to Section 2.5(a2.10(a), and by each Lender in its account or accounts pursuant to this Section 2.5(b2.10(a), shall be prima facie evidence of the amount of principal and interest due and payable or to become due and payable from the Borrowers Borrower to, in the case of the Register, each Lender and, in the case of such account or accounts, such Lender, under this Agreement and the other Financing AgreementsLoan Documents, absent manifest error; provided 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 Borrowers Borrower under this Agreement and the other Financing AgreementsLoan Documents.
Appears in 1 contract
Samples: First Lien Credit Agreement (Petco Health & Wellness Company, Inc.)
Evidence of Indebtedness. (a) The Term Loans (as may be increased as the result of any PIK Interest) made by each Lender shall be evidenced by one or more entries accounts or records maintained by such Lender and by the Administrative Agent in the Register maintained by the Agent, acting solely for purposes ordinary course of Treasury Regulation Section 5f.103-1(c), as non-fiduciary agent for the Borrowersbusiness. The accounts or records maintained by the Administrative Agent and each Lender shall be conclusive evidence absent manifest error of the amount of the Term Loans made by the Lenders to the Borrowers Borrower 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 the Borrowers Borrower hereunder to pay any amount owing with respect to the Obligations. In the event of any conflict between the accounts and records maintained by any Lender pursuant to Section 2.5(b) and the accounts 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. Upon the request of any Lender made through the Administrative Agent, the applicable Borrower shall execute and deliver to such Lender (through the Administrative Agent) a Term Note payable to such LenderNote, which shall evidence such Lender’s Term Loans in addition to such accounts or records. Each Lender may attach schedules to its Term Note and endorse thereon the date, Class, Type (if applicable), amount and maturity of its Loans Term Loan and payments with respect thereto.
(b) Entries made in good faith by the Administrative Agent in the Register pursuant to Section 2.5(a2.08(b), and by each Lender in its account or accounts pursuant to this Section 2.5(b2.08(a), shall be prima facie evidence of the amount of principal and interest due and payable or to become due and payable from the Borrowers Borrower to, in the case of the Register, each Lender and, in the case of such account or accounts, such Lender, under this Agreement and the other Financing AgreementsLoan Documents, absent manifest error; provided 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 Borrowers Borrower under this Agreement and the other Financing AgreementsLoan Documents.
Appears in 1 contract
Samples: Second Lien Senior Secured Credit Agreement (Terremark Worldwide Inc)
Evidence of Indebtedness. (a) The Loans Credit Extensions made by each Lender shall be evidenced by one or more accounts or records maintained by such Lender and evidenced by one or more entries in the Register maintained by the Administrative Agent, acting solely for purposes of Treasury Regulation Section 5f.103-1(c), as non-fiduciary agent for the BorrowersBorrower, in each case in the ordinary course of business. The accounts or records maintained by the Administrative Agent and each Lender shall be conclusive prima facie evidence absent manifest error of the amount of the Loans Credit Extensions made by the Lenders to the Borrowers Borrower 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 the Borrowers Borrower hereunder to pay any amount owing with respect to the Obligations. In the event of any conflict between the accounts and records maintained by any Lender pursuant to Section 2.5(b) and the accounts 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. Upon the request of any Lender made through the Administrative Agent, the applicable Borrower shall execute and deliver to such Lender (through the Administrative Agent) a Term Note payable to such Lender, which shall evidence such Lender’s Loans in addition to such accounts or records. Each Lender may attach schedules to its Term Note and endorse thereon the date, Class, Type (if applicable), amount and maturity of its Loans and payments with respect thereto.
(b) In addition to the accounts and records referred to in Section 2.11(c), each Lender and the Administrative Agent shall maintain in accordance with its usual practice accounts or records and, in the case of the Administrative Agent, entries in the Register, evidencing the purchases and sales by such Lender of participations in Letters of Credit and Swing Line Loans. In the event of any conflict between the accounts and records maintained by the Administrative Agent and the accounts and records of any Lender in respect of such matters, the accounts and records of the Administrative Agent shall control in the absence of manifest error.
(c) Entries made in good faith by the Administrative Agent in the Register pursuant to Section 2.5(a2.11(a) and (b), and by each Lender in its account or accounts pursuant to this Section 2.5(b), shall be prima facie evidence of the amount of principal and interest due and payable or to become due and payable from the Borrowers to, in the case of the Register, each Lender 2.11(a) and, in the case of such account or accounts, such Lender, under this Agreement and the other Financing Agreements, absent manifest error; provided that the failure of the 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 Borrowers under this Agreement and the other Financing Agreements.
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Samples: Credit Agreement (Aquilex Corp)
Evidence of Indebtedness. (a) The Term Loans made by each Lender shall be evidenced by one or more entries in the Register maintained by the Agent, acting solely for purposes of Treasury Regulation Section 5f.103-1(c), as non-fiduciary agent for the BorrowersBorrower. The accounts or records maintained by the Agent shall be conclusive evidence absent manifest error of the amount of the Term Loans made by the Lenders to the Borrowers Borrower 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 the Borrowers hereunder to pay any amount owing with respect to the Obligations. In the event of any conflict between the accounts and records maintained by any Lender pursuant to Section 2.5(b) and the accounts and records of the Agent in respect of such matters, the accounts and records of the Agent shall control in the absence of manifest error. Upon the request of any Lender made through the Agent, the applicable Borrower shall execute and deliver to such Lender (through the Agent) a Term Note payable to such Lender, which shall evidence such Lender’s Term Loans in addition to such accounts or records. Each Lender may attach schedules to its Term Note and endorse thereon the date, Class, Type (if applicable), amount and maturity of its Term Loans and payments with respect thereto.
(b) Entries made in good faith by the Agent in the Register pursuant to Section 2.5(a), and by each Lender in its account or accounts pursuant to this Section 2.5(b), shall be prima facie evidence of the amount of principal and interest due and payable or to become due and payable from the Borrowers Borrower to, in the case of the Register, each Lender and, in the case of such account or accounts, such Lender, under this Agreement and the other Financing Agreements, absent manifest error; provided that the failure of the 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 Borrowers Borrower under this Agreement and the other Financing Agreements.
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Evidence of Indebtedness. (a) The Loans made by each Lender shall be evidenced by one or more accounts or records maintained by such Lender and evidenced by one or more entries in the Register maintained by the Administrative Agent, acting solely for purposes of Treasury Regulation Section 5f.103-1(c), as non-fiduciary agent for the BorrowersBorrower, in each case in the ordinary course of business. The accounts or records maintained by the Administrative Agent and each Lender shall be conclusive prima facie evidence absent manifest error of the amount of the Loans made by the Lenders to the Borrowers Borrower 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 the Borrowers Borrower hereunder to pay any amount owing with respect to the Obligations. In the event of any conflict between the accounts and records maintained by any Lender pursuant to Section 2.5(b) and the accounts 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. Upon the request of any Lender made through the AgentLender, the applicable Borrower shall execute and deliver to such Lender (through the Agent) a Term Note payable to such Lender, which shall evidence such Lender’s Loans in addition to such accounts or records. Each Lender may attach schedules to its Term Note and endorse thereon the date, Class, Type (if applicable), amount and maturity of its Loans and payments with respect thereto.
(b) In addition to the accounts and records referred to in Section 2.08(c), each Lender and the Administrative Agent shall maintain in accordance with its usual practice accounts or records. In the event of any conflict between the accounts and records maintained by the Administrative Agent and the accounts and records of any Lender in respect of such matters, the accounts and records of the Administrative Agent shall control in the absence of manifest error.
(c) Entries made in good faith by the Administrative Agent in the Register pursuant to Section 2.5(a2.08(a), and by each Lender in its account or accounts pursuant to this Section 2.5(b2.08(a), shall be prima facie evidence of the amount of principal and interest due and payable or to become due and payable from the Borrowers Borrower to, in the case of the Register, each Lender and, in the case of such account or accounts, such Lender, under this Agreement and the other Financing AgreementsLoan Documents, absent manifest error; provided 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 Borrowers Borrower under this Agreement and the other Financing AgreementsLoan Documents.
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Samples: Restructuring Support Agreement (Novelion Therapeutics Inc.)