Evidence of Indebtedness. Each Noteholder shall maintain in accordance with its usual practice appropriate records evidencing the Indebtedness of the Issuer to such Noteholder resulting from each Note purchased by such Noteholder from time to time, including the amounts of principal and interest payable thereon and paid to such Noteholder from time to time under this Agreement. The Administrative Agent shall maintain appropriate records in which shall be recorded (i) the Commitment of each Noteholder, (ii) the amount of each Note purchased hereunder by each Noteholder, (iii) the date and amount of any principal or interest due and payable or to become due and payable from the Issuer to each Noteholder hereunder in respect of the Notes and (iv) both the date and amount of any sum received by the Administrative Agent hereunder from the Issuer in respect of the Notes and each Noteholders Pro Rata Share thereof. The entries made in such records shall be prima facie evidence of the existence and amounts of the obligations of the Issuer therein recorded; provided that the failure or delay of any Noteholder or the Administrative Agent in maintaining or making entries into any such record or any error therein shall not in any manner affect the obligation of the Issuer to repay the Notes (both principal and unpaid accrued interest) of such Noteholder in accordance with the terms of this Agreement. In the event of any conflict between the accounts and records maintained by any Noteholder and the accounts and records of the Administrative Agent in respect of such entries, the accounts and records of the Administrative Agent shall control in the absence of manifest error. Notwithstanding the foregoing, the Administrative Agent shall not act as, or be deemed to act as, transfer agent or registrar under Article 8 of the UCC or Section 17A(c) of the Exchange Act hereunder or under any other Note Document.
Appears in 2 contracts
Samples: Note Purchase Agreement (Root, Inc.), Note Purchase Agreement (Root Stockholdings, Inc.)
Evidence of Indebtedness. Each Noteholder (1) The Credit Extensions made by each Lender shall maintain in accordance with its usual practice appropriate be evidenced by one or more accounts or records evidencing the Indebtedness of the Issuer to such Noteholder resulting from each Note purchased maintained by such Noteholder from time to timeXxxxxx and evidenced by one or more entries in the Register maintained by the Administrative Agent, including acting as agent for the amounts Borrower, in each case in the ordinary course of principal and interest payable thereon and paid to such Noteholder from time to time under this Agreementbusiness. The Administrative Agent shall maintain appropriate accounts or records in which shall be recorded (i) the Commitment of each Noteholder, (ii) the amount of each Note purchased hereunder by each Noteholder, (iii) the date and amount of any principal or interest due and payable or to become due and payable from the Issuer to each Noteholder hereunder in respect of the Notes and (iv) both the date and amount of any sum received maintained by the Administrative Agent hereunder from the Issuer in respect of the Notes and each Noteholders Pro Rata Share thereof. The entries made in such records Lender shall be prima facie evidence absent manifest error of the existence and amounts amount of the obligations of Credit Extensions made by the Issuer therein recorded; provided that Lenders to the Borrower and the interest and payments thereon. Any failure or delay of any Noteholder or the Administrative Agent in maintaining or making entries into any such to so record or any error therein in doing so shall not in any manner not, however, limit or otherwise affect the obligation of the Issuer Borrower hereunder to repay pay any amount owing with respect to the Notes (both principal and unpaid accrued interest) of such Noteholder in accordance with the terms of this AgreementObligations. In the event of any conflict between the accounts and records maintained by any Noteholder Xxxxxx and the accounts and records of the Administrative Agent Agent, as set forth in the Register, in respect of such entriesmatters, the accounts and records of the Administrative Agent shall control in the absence of manifest error. Notwithstanding Upon the foregoingrequest of any Xxxxxx made through the Administrative Agent, the Borrower shall execute and deliver to such Lender (through the Administrative Agent) a Note payable to such Lender, which shall evidence such Xxxxxx’s Loans in addition to such accounts or records. Each Lender may attach schedules to its Note and record thereon the date, Type (if applicable), amount and maturity of its Loans and payments with respect thereto.
(2) In addition to the accounts and records referred to in Section 2.11(1), each Lender and the Administrative Agent shall not act asmaintain in accordance with its usual practice accounts or records and, or be deemed to act as, transfer agent or registrar under Article 8 in the case of the UCC or Section 17A(c) 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 Exchange Act hereunder Administrative Agent shall control in the absence of manifest error.
(3) Entries made in good faith by the Administrative Agent in the Register pursuant to Sections 2.11(1) and (2), and by each Lender in its account or accounts pursuant to Sections 2.11(1) and (2), shall be prima facie evidence of the amount of principal and interest due and payable or to become due and payable from the Borrower to, in the case of the Register, each Lender and, in the case of such account or accounts, such Lender, under any this Agreement and the other Note DocumentLoan Documents, absent manifest error.
Appears in 2 contracts
Samples: Credit Agreement (LifeStance Health Group, Inc.), Credit Agreement (LifeStance Health Group, Inc.)
Evidence of Indebtedness. Each Noteholder (a) The Credit Extensions made by each Lender shall maintain in accordance with its usual practice appropriate be evidenced by one or more accounts or records evidencing the Indebtedness of the Issuer to such Noteholder resulting from each Note purchased maintained by such Noteholder from time to time, including Lender and evidenced by one or more entries in the amounts of principal and interest payable thereon and paid to such Noteholder from time to time under this Agreement. The Administrative Agent shall maintain appropriate records in which shall be recorded (i) the Commitment of each Noteholder, (ii) the amount of each Note purchased hereunder by each Noteholder, (iii) the date and amount of any principal or interest due and payable or to become due and payable from the Issuer to each Noteholder hereunder in respect of the Notes and (iv) both the date and amount of any sum received Register maintained by the Administrative Agent hereunder from Agent, acting solely for purposes of United States Treasury regulation Section 5f.103-1(c) and proposed United States Treasury regulation section 1.163-5, as a non-fiduciary agent for the Issuer Borrower, in respect each case in the ordinary course of the Notes and each Noteholders Pro Rata Share thereofbusiness. The entries made in such accounts or records maintained by each Lender shall be prima facie evidence absent manifest error of the existence and amounts amount of the obligations of Credit Extensions made by the Issuer therein recorded; provided that Lenders to the Borrower and the interest and payments thereon. Any failure or delay of any Noteholder or the Administrative Agent in maintaining or making entries into any such to so record or any error therein in doing so shall not in any manner not, however, limit or otherwise affect the obligation of the Issuer Borrower hereunder to repay pay any amount owing with respect to the Notes (both principal and unpaid accrued interest) of such Noteholder in accordance with the terms of this AgreementObligations. In the event of any conflict between the accounts and records maintained by any Noteholder Lender and the accounts and records of the Administrative Agent in respect of such entriesmatters, the accounts and records of the Administrative Agent shall control in the absence of manifest error. Notwithstanding Upon the foregoingrequest of any Lender, the Borrower shall execute and deliver to such Lender a Note payable to such Lender, which, to the extent reflected in the Register, shall evidence such Lender’s Loans in addition to such accounts or records. Each Lender may attach schedules to its Note and endorse thereon the date, Type (if applicable), amount and maturity of its Loans and payments with respect thereto.
(b) 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 the account or accounts maintained pursuant to this Section 2.10 shall not act as, limit or be deemed to act as, transfer agent or registrar under Article 8 otherwise affect the obligations of the UCC or Section 17A(c) of Borrower under this Agreement and the Exchange Act hereunder or under any other Note DocumentLoan Documents.
Appears in 2 contracts
Samples: Credit Agreement (Velocity Financial, Inc.), Credit Agreement (Velocity Financial, LLC)
Evidence of Indebtedness. Each Noteholder (a) The Credit Extensions made by each Lender shall maintain in accordance with its usual practice appropriate be evidenced by one or more accounts or records evidencing the Indebtedness of the Issuer to such Noteholder resulting from each Note purchased maintained by such Noteholder from time to timeLender and evidenced by one or more entries in the Register maintained by the Administrative Agent, including acting solely for purposes of Treasury Regulation Section 5f.103-1(c) or Proposed Section 1.163-5(b) (and any successor sections), as non-fiduciary agent for the amounts Borrower, in each case in the ordinary course of principal and interest payable thereon and paid to such Noteholder from time to time under this Agreementbusiness. The Administrative Agent shall maintain appropriate accounts or records in which shall be recorded (i) the Commitment of each Noteholder, (ii) the amount of each Note purchased hereunder by each Noteholder, (iii) the date and amount of any principal or interest due and payable or to become due and payable from the Issuer to each Noteholder hereunder in respect of the Notes and (iv) both the date and amount of any sum received maintained by the Administrative Agent hereunder from the Issuer in respect of the Notes and each Noteholders Pro Rata Share thereof. The entries made in such records Lender shall be prima facie evidence absent manifest error of the existence and amounts amount of the obligations of Credit Extensions made by the Issuer therein recorded; provided that Lenders to the Borrower and the interest and payments thereon. Any failure or delay of any Noteholder or the Administrative Agent in maintaining or making entries into any such to so record or any error therein in doing so shall not in any manner not, however, limit or otherwise affect the obligation of the Issuer Borrower hereunder to repay pay any amount owing with respect to the Notes (both principal and unpaid accrued interest) of such Noteholder in accordance with the terms of this AgreementObligations. In the event of any conflict between the accounts and records maintained by any Noteholder Lender and the accounts and records of the Administrative Agent in respect of such entriesmatters, the accounts and records of the Administrative Agent shall control in the absence of manifest error. Notwithstanding Upon the foregoingrequest of any Lender made through the Administrative Agent, the Borrower shall execute and deliver to such Lender (through the Administrative Agent) a Note payable to such Lender and its registered assignees, which shall evidence such Lender’s Loans in addition to such accounts or records. Each Lender may attach schedules to its Note and endorse thereon the date, 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 not act asmaintain 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 Sections 2.11(a) and (b), and by each Lender in its account or accounts pursuant to 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 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 Loan Documents, absent manifest error; provided that the failure of the Administrative Agent or such Lender to make an entry, or be deemed to act asany finding that an entry is incorrect, transfer agent in the Register or registrar under Article 8 such account or accounts shall not limit or otherwise affect the obligations of the UCC or Section 17A(c) of Borrower under this Agreement and the Exchange Act hereunder or under any other Note DocumentLoan Documents.
Appears in 2 contracts
Samples: Credit Agreement (Apria, Inc.), Credit Agreement (Apria, Inc.)
Evidence of Indebtedness. Each Noteholder (a) The Credit Extensions made by each Lender shall maintain in accordance with its usual practice appropriate be evidenced by one or more accounts or records evidencing the Indebtedness of the Issuer to such Noteholder resulting from each Note purchased maintained by such Noteholder from time to timeLender and evidenced by one or more entries in the Register maintained by the Administrative Agent, including acting solely for purposes of Treasury Regulations Section 5f.103-1(c) or Proposed Treasury Regulations Section 1.163-5(b), as a non-fiduciary agent for the amounts Borrower, in each case in the ordinary course of principal and interest payable thereon and paid to such Noteholder from time to time under this Agreementbusiness. The Administrative Agent shall maintain appropriate accounts or records in which shall be recorded (i) the Commitment of each Noteholder, (ii) the amount of each Note purchased hereunder by each Noteholder, (iii) the date and amount of any principal or interest due and payable or to become due and payable from the Issuer to each Noteholder hereunder in respect of the Notes and (iv) both the date and amount of any sum received maintained by the Administrative Agent hereunder from the Issuer in respect of the Notes and each Noteholders Pro Rata Share thereof. The entries made in such records Lender shall be prima facie evidence absent manifest error of the existence and amounts amount of the obligations of Credit Extensions made by the Issuer therein recorded; provided that Lenders to the Borrower and the interest and payments thereon. Any failure or delay of any Noteholder or the Administrative Agent in maintaining or making entries into any such to so record or any error therein in doing so shall not in any manner affect not, however, limit the obligation of the Issuer Borrower hereunder to repay pay any amount owing with respect to the Notes (both principal and unpaid accrued interest) of such Noteholder in accordance with the terms of this AgreementObligations. In the event of any conflict between the accounts and records maintained by any Noteholder Lxxxxx and the accounts and records of the Administrative Agent in respect of such entriesmatters, the accounts and records of the Administrative Agent shall control in the absence of manifest error. Notwithstanding Upon the foregoingwritten request of any Lender, the Borrower shall execute and deliver to such Lender a Note payable to such Lender, which shall evidence such Lxxxxx’s Loans in addition to such accounts or records. Each Lender may attach schedules to its Note and endorse thereon the date, 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 not act asmaintain 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. 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 Sections 2.11(a), and by each Lender in its accounts or records pursuant to 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 Borrower to, in the case of the Register, each Lender and, in the case of such accounts or records, such Lender, under this Agreement and the other Loan Documents, absent manifest error; provided that the failure of the Administrative Agent or such Lender to make an entry, or be deemed to act asany finding that an entry is incorrect, transfer agent in the Register or registrar under Article 8 such accounts or records shall not limit the obligations of the UCC or Section 17A(c) of Borrower under this Agreement and the Exchange Act hereunder or under any other Note DocumentLoan Documents.
Appears in 2 contracts
Samples: Subordination Agreement (KLDiscovery Inc.), Subordination Agreement (KLDiscovery Inc.)
Evidence of Indebtedness. Each Noteholder (1) The Credit Extensions made by each Lender shall maintain in accordance with its usual practice appropriate be evidenced by one or more accounts or records evidencing the Indebtedness of the Issuer to such Noteholder resulting from each Note purchased maintained by such Noteholder from time to timeLender and evidenced by one or more entries in the Register maintained by the Administrative Agent, including acting solely for purposes of Treasury Regulation Section 5f.103-1(c) or Proposed Section 1.163-5(b) (or, in each case, any amended or successor sections), as agent for the amounts Borrower, in each case in the ordinary course of principal and interest payable thereon and paid to such Noteholder from time to time under this Agreementbusiness. The Administrative Agent shall maintain appropriate accounts or records in which shall be recorded (i) the Commitment of each Noteholder, (ii) the amount of each Note purchased hereunder by each Noteholder, (iii) the date and amount of any principal or interest due and payable or to become due and payable from the Issuer to each Noteholder hereunder in respect of the Notes and (iv) both the date and amount of any sum received maintained by the Administrative Agent hereunder from the Issuer in respect of the Notes and each Noteholders Pro Rata Share thereof. The entries made in such records Lender shall be prima facie evidence absent manifest error of the existence and amounts amount of the obligations of Credit Extensions made by the Issuer therein recorded; provided that Lenders to the Borrower and the interest and payments thereon. Any failure or delay of any Noteholder or the Administrative Agent in maintaining or making entries into any such to so record or any error therein in doing so shall not in any manner not, however, limit or otherwise affect the obligation of the Issuer Borrower hereunder to repay pay any amount owing with respect to the Notes (both principal and unpaid accrued interest) of such Noteholder in accordance with the terms of this AgreementObligations. In the event of any conflict between the accounts and records maintained by any Noteholder Lxxxxx and the accounts and records of the Administrative Agent Agent, as set forth in the Register, in respect of such entriesmatters, the accounts and records of the Administrative Agent shall control in the absence of manifest error. Notwithstanding Upon the foregoingrequest of any Lxxxxx made through the Administrative Agent, the Borrower shall execute and deliver to such Lender (through the Administrative Agent) a Note payable to such Lender, which shall evidence such Lxxxxx’s Loans in addition to such accounts or records. Each Lender may attach schedules to its Note and endorse thereon the date, Type (if applicable), amount and maturity of its Loans and payments with respect thereto.
(2) In addition to the accounts and records referred to in Section 2.11(1), each Lender and the Administrative Agent shall not act asmaintain 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.
(3) Entries made in good faith by the Administrative Agent in the Register pursuant to Sections 2.11(1) and (2), and by each Lender in its account or accounts pursuant to Sections 2.11(1) and (2), shall be prima facie evidence of the amount of principal and interest due and payable or to become due and payable from the 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 Loan Documents, absent manifest error; provided that the failure of the Administrative Agent or such Lender to make an entry, or be deemed to act asany finding that an entry is incorrect, transfer agent in the Register or registrar under Article 8 such account or accounts shall not limit or otherwise affect the obligations of the UCC or Section 17A(c) of Borrower under this Agreement and the Exchange Act hereunder or under any other Note DocumentLoan Documents.
Appears in 2 contracts
Samples: Credit Agreement (WideOpenWest, Inc.), Credit Agreement (WideOpenWest, Inc.)
Evidence of Indebtedness. Each Noteholder (a) The Credit Extensions made by each Lender shall maintain in accordance with its usual practice appropriate be evidenced by one or more accounts or records evidencing the Indebtedness of the Issuer to such Noteholder resulting from each Note purchased maintained by such Noteholder from time to time, including Lender and evidenced by one or more entries in the amounts of principal and interest payable thereon and paid to such Noteholder from time to time under this Agreement. The Administrative Agent shall maintain appropriate records in which shall be recorded (i) the Commitment of each Noteholder, (ii) the amount of each Note purchased hereunder by each Noteholder, (iii) the date and amount of any principal or interest due and payable or to become due and payable from the Issuer to each Noteholder hereunder in respect of the Notes and (iv) both the date and amount of any sum received Register maintained by the Administrative Agent hereunder from pursuant to Section 10.07(d), acting solely for purposes of Treasury Regulation Section 5f.103-1(c), as a non-fiduciary agent for the Issuer Borrower, in respect each case in the ordinary course of business. The accounts or records maintained by the Notes Administrative Agent and each Noteholders Pro Rata Share thereof. The entries made in such records Lender shall be prima facie evidence absent manifest error of the existence and amounts amount of the obligations of Credit Extensions made by the Issuer therein recorded; provided that Lenders to the Borrower and the interest and payments thereon. Any failure or delay of any Noteholder or the Administrative Agent in maintaining or making entries into any such to so record or any error therein in doing so shall not in any manner not, however, limit or otherwise affect the obligation of the Issuer Borrower hereunder to repay pay any amount owing with respect to the Notes (both principal and unpaid accrued interest) of such Noteholder in accordance with the terms of this AgreementObligations. In the event of any conflict between the accounts and records maintained by any Noteholder Lender and the accounts and records of the Administrative Agent in respect of such entriesmatters, the accounts and records of the Administrative Agent shall control in the absence of manifest error. Notwithstanding Upon the foregoingrequest of any Lender made through the Administrative Agent, the Borrower shall execute and deliver to such Lender (through the Administrative Agent) a 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 Note and endorse thereon the date, 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 not act asmaintain 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 Sections 2.11(a) and (b), and by each Lender in its account or accounts pursuant to 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 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 Loan Documents, absent manifest error; provided that the failure of the Administrative Agent or such Lender to make an entry, or be deemed to act asany finding that an entry is incorrect, transfer agent in the Register or registrar under Article 8 such account or accounts shall not limit or otherwise affect the obligations of the UCC or Section 17A(c) of Borrower under this Agreement and the Exchange Act hereunder or under any other Note DocumentLoan Documents.
Appears in 2 contracts
Samples: Second Amendment and Restatement Agreement (Team Health Holdings Inc.), Credit Agreement (Team Health Holdings Inc.)
Evidence of Indebtedness. Each Noteholder The Credit Extensions made by each Lender shall maintain in accordance with its usual practice appropriate be evidenced by one or more accounts or records evidencing the Indebtedness of the Issuer to such Noteholder resulting from each Note purchased maintained by such Noteholder from time to time, including Lender and evidenced by one or more entries in the amounts of principal and interest payable thereon and paid to such Noteholder from time to time under this Agreement. The Administrative Agent shall maintain appropriate records in which shall be recorded (i) the Commitment of each Noteholder, (ii) the amount of each Note purchased hereunder by each Noteholder, (iii) the date and amount of any principal or interest due and payable or to become due and payable from the Issuer to each Noteholder hereunder in respect of the Notes and (iv) both the date and amount of any sum received Register maintained by the Administrative Agent hereunder from Agent, acting solely for purposes of United States Treasury Regulations Section 5f.103-1(c) and Proposed United States Treasury Regulations Section 1.163-5(b) (or any amended or successor version), as a non-fiduciary agent for the Issuer Borrower, in respect each case in the ordinary course of the Notes and each Noteholders Pro Rata Share thereofbusiness. The entries made in such accounts or records maintained by each Lender shall be prima facie evidence absent manifest error of the existence and amounts amount of the obligations of Credit Extensions made by the Issuer therein recorded; provided that Lenders to the Borrower and the interest and payments thereon. Any failure or delay of any Noteholder or the Administrative Agent in maintaining or making entries into any such to so record or any error therein in doing so shall not in any manner affect not, however, limit the obligation of the Issuer Borrower hereunder to repay pay any amount owing with respect to the Notes (both principal and unpaid accrued interest) of such Noteholder in accordance with the terms of this AgreementObligations. In the event of any conflict between the accounts and records maintained by any Noteholder Lender and the accounts and records of the Administrative Agent in respect of such entriesmatters, the accounts and records of the Administrative Agent shall control in the absence of manifest error. Notwithstanding Upon the foregoingwritten request of any Lender made through the Administrative Agent, the Borrower shall execute and deliver to such Lender (through the Administrative Agent) a Note payable to such Lender, which execution and delivery the Administrative Agent shall not act asrecord in the Register, which, to the extent consistent with the records in the Register, shall evidence such Lender’s Loans in addition to such accounts or be deemed records. Each Lender may attach schedules to act asits Note and endorse thereon the date, transfer agent or registrar under Article 8 Type (if applicable), amount and maturity of the UCC or Section 17A(c) of the Exchange Act hereunder or under any other Note Documentits Loans and payments with respect thereto.
Appears in 2 contracts
Samples: Second Lien Credit Agreement, Second Lien Credit Agreement (ZoomInfo Technologies Inc.)
Evidence of Indebtedness. Each Noteholder (a) The Credit Extensions made by each Lender shall maintain in accordance with its usual practice appropriate be evidenced by one or more accounts or records evidencing the Indebtedness of the Issuer to such Noteholder resulting from each Note purchased maintained by such Noteholder from time to timeXxxxxx and evidenced by one or more entries in the Register maintained by the Administrative Agent, including acting solely for purposes of Treasury Regulations Section 5f.103-1(c) and Proposed Section 1.163-5(b), as a non-fiduciary agent for the amounts Borrower, in each case in the ordinary course of principal and interest payable thereon and paid to such Noteholder from time to time under this Agreementbusiness. The Administrative Agent shall maintain appropriate accounts or records in which shall be recorded (i) the Commitment of each Noteholder, (ii) the amount of each Note purchased hereunder by each Noteholder, (iii) the date and amount of any principal or interest due and payable or to become due and payable from the Issuer to each Noteholder hereunder in respect of the Notes and (iv) both the date and amount of any sum received maintained by the Administrative Agent hereunder from the Issuer in respect of the Notes and each Noteholders Pro Rata Share thereof. The entries made in such records Lender shall be prima facie evidence absent manifest error of the existence and amounts amount of the obligations of Credit Extensions made by the Issuer therein recorded; provided that Lenders to the Borrower and the interest and payments thereon. Any failure or delay of any Noteholder or the Administrative Agent in maintaining or making entries into any such to so record or any error therein in doing so shall not in any manner affect not, however, limit the obligation of the Issuer Borrower hereunder to repay pay any amount owing with respect to the Notes (both principal and unpaid accrued interest) of such Noteholder in accordance with the terms of this AgreementObligations. In the event of any conflict between the accounts and records maintained by any Noteholder Xxxxxx and the accounts and records of the Administrative Agent in respect of such entriesmatters, the accounts and records of the Administrative Agent shall control in the absence of manifest error. Notwithstanding Upon the foregoingwritten request of any Xxxxxx made through the Administrative Agent, the Borrower shall promptly execute and deliver to such Lender (through the Administrative Agent) a Note payable to such Lender, which shall evidence such Xxxxxx’s Loans in addition to such accounts or records. Each Lender may attach schedules to its Note and endorse thereon the date, 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 not act asmaintain 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 Sections 2.11(a) and (b), and by each Lender in its accounts or records pursuant to 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 Borrower to, in the case of the Register, each Lender and, in the case of such accounts or records, such Lender, under this Agreement and the other Loan Documents, absent manifest error; provided that the failure of the Administrative Agent or such Lender to make an entry, or be deemed to act asany finding that an entry is incorrect, transfer agent in the Register or registrar under Article 8 such accounts or records shall not limit the obligations of the UCC or Section 17A(c) of Borrower under this Agreement and the Exchange Act hereunder or under any other Note DocumentLoan Documents.
Appears in 2 contracts
Samples: Credit Agreement (Allison Transmission Holdings Inc), Credit Agreement (Allison Transmission Holdings Inc)
Evidence of Indebtedness. Each Noteholder The Credit Extensions made by each Lender shall maintain in accordance with its usual practice appropriate be evidenced by one or more accounts or records evidencing the Indebtedness of the Issuer to such Noteholder resulting from each Note purchased maintained by such Noteholder from time to time, including Lender and evidenced by one or more entries in the amounts of principal and interest payable thereon and paid to such Noteholder from time to time under this Agreement. The Administrative Agent shall maintain appropriate records in which shall be recorded (i) the Commitment of each Noteholder, (ii) the amount of each Note purchased hereunder by each Noteholder, (iii) the date and amount of any principal or interest due and payable or to become due and payable from the Issuer to each Noteholder hereunder in respect of the Notes and (iv) both the date and amount of any sum received Register maintained by the Administrative Agent hereunder from Agent, acting solely for purposes of United States Treasury Regulations Section 5f.103-1(c) and Proposed United States Treasury Regulations Section 1.163-5(b) (or any amended or successor version), as a non-fiduciary agent for the Issuer Borrower, in respect each case in the ordinary course of the Notes and each Noteholders Pro Rata Share thereofbusiness. The entries made in such accounts or records maintained by each Lender shall be prima facie evidence absent manifest error of the existence and amounts amount of the obligations of Credit Extensions made by the Issuer therein recorded; provided that Lenders to the Borrower and the interest and payments thereon. Any failure or delay of any Noteholder or the Administrative Agent in maintaining or making entries into any such to so record or any error therein in doing so shall not in any manner affect not, however, limit the obligation of the Issuer Borrower hereunder to repay pay any amount owing with respect to the Notes (both principal and unpaid accrued interest) of such Noteholder in accordance with the terms of this AgreementObligations. In the event of any conflict between the accounts and records maintained by any Noteholder Xxxxxx and the accounts and records of the Administrative Agent in respect of such entriesmatters, the accounts and records of the Administrative Agent shall control in the absence of manifest error. Notwithstanding Upon the foregoingwritten request of any Xxxxxx made through the Administrative Agent, the Borrower shall execute and deliver to such Lender (through the Administrative Agent) a Note payable to such Lender, which execution and delivery the Administrative Agent shall not act asrecord in the Register, which, to the extent consistent with the records in the Register, shall evidence such Xxxxxx’s Loans in addition to such accounts or be deemed records. Each Lender may attach schedules to act asits Note and endorse thereon the date, transfer agent or registrar under Article 8 Type (if applicable), amount and maturity of the UCC or Section 17A(c) of the Exchange Act hereunder or under any other Note Documentits Loans and payments with respect thereto.
Appears in 2 contracts
Samples: First Lien Credit Agreement (ZoomInfo Technologies Inc.), First Lien Credit Agreement (ZoomInfo Technologies Inc.)
Evidence of Indebtedness. Each Noteholder (a) The Credit Extensions made by each Lender shall maintain in accordance with its usual practice appropriate be evidenced by one or more accounts or records evidencing the Indebtedness of the Issuer to such Noteholder resulting from each Note purchased maintained by such Noteholder from time to time, including Xxxxxx and evidenced by one or more entries in the amounts of principal and interest payable thereon and paid to such Noteholder from time to time under this Agreement. The Administrative Agent shall maintain appropriate records in which shall be recorded (i) the Commitment of each Noteholder, (ii) the amount of each Note purchased hereunder by each Noteholder, (iii) the date and amount of any principal or interest due and payable or to become due and payable from the Issuer to each Noteholder hereunder in respect of the Notes and (iv) both the date and amount of any sum received Register maintained by the Administrative Agent hereunder from Agent, acting solely for purposes of United States Treasury Regulations Section 5f.103-1(c) and proposed United States Treasury Regulations Section 1.163-5(b)(1), as a non- fiduciary agent for the Issuer Borrower, in respect each case in the ordinary course of the Notes and each Noteholders Pro Rata Share thereofbusiness. The entries made in such accounts or records maintained by each Lender shall be prima facie evidence absent manifest error of the existence and amounts amount of the obligations of Credit Extensions made by the Issuer therein recorded; provided that Lenders to the Borrower and the interest and payments thereon. Any failure or delay of any Noteholder or the Administrative Agent in maintaining or making entries into any such to so record or any error therein in doing so shall not in any manner affect not, however, limit the obligation of the Issuer Borrower hereunder to repay pay any amount owing with respect to the Notes (both principal and unpaid accrued interest) of such Noteholder in accordance with the terms of this AgreementObligations. In the event of any conflict between the accounts and records maintained by any Noteholder Xxxxxx and the Register in respect of such matters, the Register shall control in the absence of manifest error. Upon the written request of any Xxxxxx made through the Administrative Agent, the Borrower shall execute and deliver to such Lender (through the Administrative Agent) a Note payable to such Lender, which shall evidence such Xxxxxx’s Loans in addition to such accounts or records. Each Lender may attach schedules to its Note and endorse thereon the date, 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 the Administrative Agent any Lender in respect of such entriesmatters, the accounts and records of the Administrative Agent shall control in the absence of manifest error. Notwithstanding the foregoing, .
(c) Entries made in good faith by the Administrative Agent in the Register pursuant to Section 2.11(a), and by each Lender in its accounts or records pursuant to 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 Borrower to, in the case of the Register, each Lender and, in the case of such accounts or records, such Lender, under this Agreement and the other Loan 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 accounts or records shall not act as, or be deemed to act as, transfer agent or registrar under Article 8 limit the obligations of the UCC or Section 17A(c) of Borrower under this Agreement and the Exchange Act hereunder or under any other Note DocumentLoan Documents.
Appears in 1 contract
Evidence of Indebtedness. Each Noteholder (1) The Credit Extensions made by each Lender shall maintain in accordance with its usual practice appropriate be evidenced by one or more accounts or records evidencing the Indebtedness of the Issuer to such Noteholder resulting from each Note purchased maintained by such Noteholder from time to timeLender and evidenced by one or more entries in the Register maintained by the Administrative Agent, including acting as agent for the amounts Borrower, in each case in the ordinary course of principal and interest payable thereon and paid to such Noteholder from time to time under this Agreementbusiness. The Administrative Agent shall maintain appropriate accounts or records in which shall be recorded (i) the Commitment of each Noteholder, (ii) the amount of each Note purchased hereunder by each Noteholder, (iii) the date and amount of any principal or interest due and payable or to become due and payable from the Issuer to each Noteholder hereunder in respect of the Notes and (iv) both the date and amount of any sum received maintained by the Administrative Agent hereunder from the Issuer in respect of the Notes and each Noteholders Pro Rata Share thereof. The entries made in such records Lender shall be prima facie evidence absent manifest error of the existence and amounts amount of the obligations of Credit Extensions made by the Issuer therein recorded; provided that Lenders to the Borrower and the interest and payments thereon. Any failure or delay of any Noteholder or the Administrative Agent in maintaining or making entries into any such to so record or any error therein in doing so shall not in any manner not, however, limit or otherwise affect the obligation of the Issuer Borrower hereunder to repay pay any amount owing with respect to the Notes (both principal and unpaid accrued interest) of such Noteholder in accordance with the terms of this AgreementObligations. In the event of any conflict between the accounts and records maintained by any Noteholder Lender and the accounts and records of the Administrative Agent Agent, as set forth in the Register, in respect of such entriesmatters, the accounts and records of the Administrative Agent shall control in the absence of manifest error. Notwithstanding Upon the foregoingrequest of any Lender made through the Administrative Agent, the Borrower shall execute and deliver to such Lender (through the Administrative Agent) a 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 Note and record thereon the date, Type (if applicable), amount and maturity of its Loans and payments with respect thereto.
(2) In addition to the accounts and records referred to in Section 2.11(1), each Lender and the Administrative Agent shall not act asmaintain in accordance with its usual practice accounts or records and, or be deemed to act as, transfer agent or registrar under Article 8 in the case of the UCC or Section 17A(c) 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 Exchange Act hereunder Administrative Agent shall control in the absence of manifest error.
(3) Entries made in good faith by the Administrative Agent in the Register pursuant to Sections 2.11(1) and (2), and by each Lender in its account or accounts pursuant to Sections 2.11(1) and (2), shall be prima facie evidence of the amount of principal and interest due and payable or to become due and payable from the Borrower to, in the case of the Register, each Lender and, in the case of such account or accounts, such Lender, under any this Agreement and the other Note DocumentLoan Documents, absent manifest error.
Appears in 1 contract
Evidence of Indebtedness. Each Noteholder (a) The Credit Extensions made by each Lender shall maintain in accordance with its usual practice appropriate be evidenced by one or more accounts or records evidencing the Indebtedness of the Issuer to such Noteholder resulting from each Note purchased maintained by such Noteholder from time to timeLender and evidenced by one or more entries in the Register maintained in the United States by the Administrative Agent, including acting solely for purposes of Treasury Regulation Section 5f.103-1(c), as a non-fiduciary agent for the amounts Borrower, in each case in the ordinary course of principal and interest payable thereon and paid to such Noteholder from time to time under this Agreementbusiness. The Administrative Agent shall maintain appropriate accounts or records in which shall be recorded (i) the Commitment of each Noteholder, (ii) the amount of each Note purchased hereunder by each Noteholder, (iii) the date and amount of any principal or interest due and payable or to become due and payable from the Issuer to each Noteholder hereunder in respect of the Notes and (iv) both the date and amount of any sum received maintained by the Administrative Agent hereunder from the Issuer in respect of the Notes and each Noteholders Pro Rata Share thereof. The entries made in such records Lender shall be prima facie evidence absent manifest error of the existence and amounts amount of the obligations of Credit Extensions made by the Issuer therein recorded; provided that Lenders to the failure or delay of any Noteholder or Borrower and the Administrative Agent in maintaining or making entries into any such record or any error therein shall not in any manner affect the obligation of the Issuer to repay the Notes (both principal interest and unpaid accrued interest) of such Noteholder in accordance with the terms of this Agreementpayments thereon. In the event of any conflict between the accounts and records maintained by any Noteholder Lender and the accounts and records of the Administrative Agent in respect of such entriesmatters, the accounts and records of the Administrative Agent shall control in the absence of manifest error. Notwithstanding Upon the foregoingrequest of any Lender made through the Administrative Agent, the Borrower shall execute and deliver to such Lender (through the Administrative Agent) a 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 Note and endorse thereon the date, 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 not act asmaintain in accordance with its usual practice accounts or records and, or be deemed to act as, transfer agent or registrar under Article 8 in the case of the UCC or Section 17A(c) 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 Exchange Act hereunder 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 Sections 2.11(a) and (b), and by each Lender in its accounts or under any other Note Document.records pursuant to Sections
Appears in 1 contract
Samples: Credit Agreement (Visteon Corp)
Evidence of Indebtedness. Each Noteholder (a) The Credit Extensions made by each Lender shall maintain in accordance with its usual practice appropriate be evidenced by one or more accounts or records evidencing the Indebtedness of the Issuer to such Noteholder resulting from each Note purchased maintained by such Noteholder from time to timeLender and evidenced by one or more entries in the Register maintained by the Administrative Agent, including as agent for the amounts Borrowers, in each case in the ordinary course of principal and interest payable thereon and paid to such Noteholder from time to time under this Agreementbusiness. The Administrative Agent shall maintain appropriate accounts or records in which shall be recorded (i) the Commitment of each Noteholder, (ii) the amount of each Note purchased hereunder by each Noteholder, (iii) the date and amount of any principal or interest due and payable or to become due and payable from the Issuer to each Noteholder hereunder in respect of the Notes and (iv) both the date and amount of any sum received maintained by the Administrative Agent hereunder from the Issuer in respect of the Notes and each Noteholders Pro Rata Share thereof. The entries made in such records Lender shall be prima facie evidence absent manifest error of the existence and amounts amount of the obligations of Credit Extensions made by the Issuer therein recorded; provided that Lenders to the Borrowers and the interest and payments thereon. Any failure or delay of any Noteholder or the Administrative Agent in maintaining or making entries into any such to so record or any error therein in doing so shall not in any manner not, however, limit or otherwise affect the obligation of the Issuer Borrowers hereunder to repay pay any amount owing with respect to the Notes (both principal and unpaid accrued interest) of such Noteholder in accordance with the terms of this AgreementObligations. In the event of any conflict between the accounts and records maintained by any Noteholder Lender and the accounts and records of the Administrative Agent in respect of such entriesmatters, the accounts and records of the Administrative Agent shall control in the absence of manifest error. Notwithstanding Upon the foregoingrequest of any Lender made through the Administrative Agent, the Borrowers shall execute and deliver to such Lender (through the Administrative Agent) a 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 Note and endorse thereon the date, 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(a), each Lender and the Administrative Agent shall not act asmaintain 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 Sections 2.10(a) and (b), and by each Lender in its account or accounts pursuant to Sections 2.10(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 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 Loan Documents, absent manifest error; provided that the failure of the Administrative Agent or such Lender to make an entry, or be deemed to act asany finding that an entry is incorrect, transfer agent in the Register or registrar under Article 8 such account or accounts shall not limit or otherwise affect the obligations of the UCC or Section 17A(c) of Borrowers under this Agreement and the Exchange Act hereunder or under any other Note DocumentLoan Documents.
Appears in 1 contract
Evidence of Indebtedness. Each Noteholder (a) The Credit Extensions made by each Lender shall maintain in accordance with its usual practice appropriate be evidenced by one or more accounts or records evidencing the Indebtedness of the Issuer to such Noteholder resulting from each Note purchased maintained by such Noteholder from time to time, including Lender and evidenced by one or more entries in the amounts of principal and interest payable thereon and paid to such Noteholder from time to time under this Agreement. The Administrative Agent shall maintain appropriate records in which shall be recorded (i) the Commitment of each Noteholder, (ii) the amount of each Note purchased hereunder by each Noteholder, (iii) the date and amount of any principal or interest due and payable or to become due and payable from the Issuer to each Noteholder hereunder in respect of the Notes and (iv) both the date and amount of any sum received Register maintained by the Administrative Agent hereunder from Agent, acting solely for purposes of United States Treasury Regulations Section 5f.103-1(c) and Proposed United States Treasury Regulations Section 1.163-5(b) (or any amended or successor version), as a non-fiduciary agent for the Issuer Borrower, in respect each case in the ordinary course of the Notes and each Noteholders Pro Rata Share thereofbusiness. The entries made in such accounts or records maintained by each Lender shall be prima facie evidence absent manifest error of the existence and amounts amount of the obligations of Credit Extensions made by the Issuer therein recorded; provided that Lenders to the Borrower and the interest and payments thereon. Any failure or delay of any Noteholder or the Administrative Agent in maintaining or making entries into any such to so record or any error therein in doing so shall not in any manner affect not, however, limit the obligation of the Issuer Borrower hereunder to repay pay any amount owing with respect to the Notes (both principal and unpaid accrued interest) of such Noteholder in accordance with the terms of this AgreementObligations. In the event of any conflict between the accounts and records maintained by any Noteholder Xxxxxx and the accounts and records of the Administrative Agent in respect of such entriesmatters, the accounts and records of the Administrative Agent shall control in the absence of manifest error. Notwithstanding the foregoing, .
(b) Entries made in good faith by the Administrative Agent in the Register pursuant to Section 2.11(a), and by each Lender in its accounts or records pursuant to Section 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 Borrower to, in the case of the Register, each Lender and, in the case of such accounts or records, such Lender, under this Agreement and the other Loan 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 accounts or records shall not act as, or be deemed to act as, transfer agent or registrar under Article 8 limit the obligations of the UCC or Section 17A(c) of Borrower under this Agreement and the Exchange Act hereunder or under any other Note DocumentLoan Documents.
Appears in 1 contract
Samples: Credit Agreement (Irobot Corp)
Evidence of Indebtedness. Each Noteholder The Credit Extensions made by each Lender shall maintain in accordance with its usual practice appropriate be evidenced by one or more accounts or records evidencing the Indebtedness of the Issuer to such Noteholder resulting from each Note purchased maintained by such Noteholder from time to time, including Lender and evidenced by one or more entries in the amounts of principal and interest payable thereon and paid to such Noteholder from time to time under this Agreement. The Administrative Agent shall maintain appropriate records in which shall be recorded (i) the Commitment of each Noteholder, (ii) the amount of each Note purchased hereunder by each Noteholder, (iii) the date and amount of any principal or interest due and payable or to become due and payable from the Issuer to each Noteholder hereunder in respect of the Notes and (iv) both the date and amount of any sum received Register maintained by the Administrative Agent hereunder from Agent, acting solely for purposes of United States Treasury Regulations Section 5f.103-1(c) and Proposed United States Treasury Regulations Section 1.163-5(b) (or any amended or successor version), as a non- fiduciary agent for the Issuer Borrower, in respect each case in the ordinary course of the Notes and each Noteholders Pro Rata Share thereofbusiness. The entries made in such accounts or records maintained by each Lender shall be prima facie evidence absent manifest error of the existence and amounts amount of the obligations of Credit Extensions made by the Issuer therein recorded; provided that Lenders to the Borrower and the interest and payments thereon. Any failure or delay of any Noteholder or the Administrative Agent in maintaining or making entries into any such to so record or any error therein in doing so shall not in any manner affect not, however, limit the obligation of the Issuer Borrower hereunder to repay pay any amount owing with respect to the Notes (both principal and unpaid accrued interest) of such Noteholder in accordance with the terms of this AgreementObligations. In the event of any conflict between the accounts and records maintained by any Noteholder Lender and the accounts and records of the Administrative Agent in respect of such entriesmatters, the accounts and records of the Administrative Agent shall control in the absence of manifest error. Notwithstanding Upon the foregoingwritten request of any Lender made through the Administrative Agent, the Borrower shall execute and deliver to such Lender (through the Administrative Agent) a Note payable to such Lender, which execution and delivery the Administrative Agent shall not act asrecord in the Register, which, to the extent consistent with the records in the Register, shall evidence such Lender’s Loans in addition to such accounts or be deemed records. Each Lender may attach schedules to act asits Note and endorse thereon the date, transfer agent or registrar under Article 8 Type (if applicable), amount and maturity of the UCC or Section 17A(c) of the Exchange Act hereunder or under any other Note Documentits Loans and payments with respect thereto.
Appears in 1 contract
Samples: First Lien Credit Agreement
Evidence of Indebtedness. Each Noteholder (a) The Credit Extensions made by each Lender shall maintain in accordance with its usual practice appropriate be evidenced by one or more accounts or records evidencing the Indebtedness of the Issuer to such Noteholder resulting from each Note purchased maintained by such Noteholder from time to timeLender and evidenced by one or more entries in the Register maintained by the Administrative Agent, including acting solely for purposes of Treasury Regulation Section 5f.103-1(c) and Proposed Treasury Regulation Section 1.163-5(b) (or, in each case, any amended or successor version), as a non-fiduciary agent for the amounts Borrower, in each case in the ordinary course of principal and interest payable thereon and paid to such Noteholder from time to time under this Agreementbusiness. The Administrative Agent shall maintain appropriate accounts or records in which shall be recorded (i) the Commitment of each Noteholder, (ii) the amount of each Note purchased hereunder by each Noteholder, (iii) the date and amount of any principal or interest due and payable or to become due and payable from the Issuer to each Noteholder hereunder in respect of the Notes and (iv) both the date and amount of any sum received maintained by the Administrative Agent hereunder from the Issuer in respect of the Notes and each Noteholders Pro Rata Share thereof. The entries made in such records Lender shall be prima facie evidence absent manifest error of the existence and amounts amount of the obligations of Credit Extensions made by the Issuer therein recorded; provided that Lenders to the Borrower and the interest and payments thereon. Any failure or delay of any Noteholder or the Administrative Agent in maintaining or making entries into any such to so record or any error therein in doing so shall not in any manner not, however, limit or otherwise affect the obligation of the Issuer Borrower hereunder to repay pay any amount owing with respect to the Notes (both principal and unpaid accrued interest) of such Noteholder in accordance with the terms of this AgreementObligations. In the event of any conflict between the accounts and records maintained by any Noteholder Lender and the Register and the corresponding accounts and records of the Administrative Agent in respect of such entriesmatters, the Register and the corresponding accounts and records of the Administrative Agent shall control in the absence of manifest error. Notwithstanding Upon the foregoingrequest of any Lender made through the Administrative Agent, the Borrower shall execute and deliver to such Lender (through the Administrative Agent) a 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 Note and record thereon the date, 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(a), each Lender and the Administrative Agent shall not act asmaintain 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 Register and the corresponding accounts and records maintained by the Administrative Agent and the accounts and records of any Lender in respect of such matters, the Register and the corresponding 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 2.10(a) and (b), and by each Lender in its account or accounts pursuant to Section 2.10(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 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 Loan Documents, absent manifest error; provided that the failure of the Administrative Agent or such Lender to make an entry, or be deemed to act asany finding that an entry is incorrect, transfer agent in the Register or registrar under Article 8 such account or accounts shall not limit or otherwise affect the obligations of the UCC or Section 17A(c) of Borrower under this Agreement and the Exchange Act hereunder or under any other Note DocumentLoan Documents.
Appears in 1 contract
Evidence of Indebtedness. Each Noteholder The Credit Extensions made by each Lender shall maintain in accordance with its usual practice appropriate be evidenced by one or more accounts or records evidencing the Indebtedness of the Issuer to such Noteholder resulting from each Note purchased maintained by such Noteholder from time to timeXxxxxx and evidenced by one or more entries in the Register maintained by the Administrative Agent, including acting solely for purposes of Treasury Regulation Section 5f.103-1(c) and proposed Treasury Regulations Section 1.163-5(b), as agent for the amounts Borrower, in each case in the ordinary course of principal and interest payable thereon and paid to such Noteholder from time to time under this Agreementbusiness. The Administrative Agent shall maintain appropriate accounts or records in which shall be recorded (i) the Commitment of each Noteholder, (ii) the amount of each Note purchased hereunder by each Noteholder, (iii) the date and amount of any principal or interest due and payable or to become due and payable from the Issuer to each Noteholder hereunder in respect of the Notes and (iv) both the date and amount of any sum received maintained by the Administrative Agent hereunder from the Issuer in respect of the Notes and each Noteholders Pro Rata Share thereof. The entries made in such records Lender shall be prima facie evidence absent manifest error of the existence and amounts amount of the obligations of Credit Extensions made by the Issuer therein recorded; provided that Lenders to the Borrower and the interest and payments thereon. Any failure or delay of any Noteholder or the Administrative Agent in maintaining or making entries into any such to so record or any error therein in doing so shall not in any manner not, however, limit or otherwise affect the obligation of the Issuer Borrower hereunder to repay pay any amount owing with respect to the Notes (both principal and unpaid accrued interest) of such Noteholder in accordance with the terms of this AgreementObligations. In the event of any conflict between the accounts and records maintained by any Noteholder Xxxxxx and the accounts and records of the Administrative Agent Agent, as set forth in the Register, in respect of such entriesmatters, the accounts and records of the Administrative Agent shall control in the absence of manifest error. Notwithstanding Upon the foregoingrequest of any Xxxxxx made through the Administrative Agent, the Borrower shall execute and deliver to such Lender (through the Administrative Agent Agent) a Note payable to such Lender, which shall not act asevidence such Xxxxxx’s Loans in addition to such accounts or records. Each Lender may attach schedules to its Note and endorse thereon the date, or be deemed to act asType (if applicable), transfer agent or registrar under Article 8 amount and maturity of the UCC or Section 17A(c) of the Exchange Act hereunder or under any other Note Documentits Loans and payments with respect thereto.
Appears in 1 contract
Samples: Credit Agreement (Superior Industries International Inc)
Evidence of Indebtedness. Each Noteholder (a) The Borrowings made by each Lender shall maintain be evidenced by one or more accounts or records maintained by such Lender and evidenced by one or more entries in accordance with its usual practice appropriate records evidencing the Indebtedness Register maintained by the Administrative Agent, acting solely for purposes of Treasury Regulation Section 5f.103-1(c) or proposed Section 1.163-5(b) of the Issuer to such Noteholder resulting from United States Treasury Regulations or, in each Note purchased by such Noteholder from time to timecase, including any amended, successor or final version as non-fiduciary agent for the amounts Borrower, in each case in the ordinary course of principal and interest payable thereon and paid to such Noteholder from time to time under this Agreementbusiness. The Administrative Agent shall maintain appropriate accounts or records in which shall be recorded (i) the Commitment of each Noteholder, (ii) the amount of each Note purchased hereunder by each Noteholder, (iii) the date and amount of any principal or interest due and payable or to become due and payable from the Issuer to each Noteholder hereunder in respect of the Notes and (iv) both the date and amount of any sum received maintained by the Administrative Agent hereunder from the Issuer in respect of the Notes and each Noteholders Pro Rata Share thereof. The entries made in such records Lender shall be prima facie evidence absent manifest error of the existence and amounts amount of the obligations of Borrowings made by the Issuer therein recorded; provided that Lenders to the Borrower and the interest and payments thereon. Any failure or delay of any Noteholder or the Administrative Agent in maintaining or making entries into any such to so record or any error therein in doing so shall not in any manner not, however, limit or otherwise affect the obligation of the Issuer Borrower hereunder to repay pay any amount owing with respect to the Notes (both principal and unpaid accrued interest) of such Noteholder in accordance with the terms of this AgreementObligations. In the event of any conflict between the accounts and records maintained by any Noteholder Xxxxxx and the accounts and records of the Administrative Agent in respect of such entriesmatters, the accounts and records of the Administrative Agent shall control in the absence of manifest error.
(b) Upon the request of any Xxxxxx made through the Administrative Agent, the Borrower shall execute and deliver to such Lender (through the Administrative Agent) a Note payable to such Lender, which shall evidence the relevant Class of such Xxxxxx’s Loans in addition to such accounts or records. Notwithstanding Each Lender may attach schedules to its Note and endorse thereon the foregoingdate, Type (if applicable), amount and maturity of its Loans and payments with respect thereto.
(c) Entries made in good faith by the Administrative Agent in the Register pursuant to Section 2.13(a), and by each Lender in its account or accounts pursuant to Section 2.13(a), shall be prima facie evidence of the amount of principal and interest due and payable or to become due and payable from the 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 Loan 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 act as, limit or be deemed to act as, transfer agent or registrar under Article 8 otherwise affect the obligations of the UCC or Section 17A(c) of Borrower under this Agreement and the Exchange Act hereunder or under any other Note DocumentLoan Documents.
Appears in 1 contract
Evidence of Indebtedness. Each Noteholder The Credit Extensions made by each Lender shall maintain in accordance with its usual practice appropriate be evidenced by one or more accounts or records evidencing the Indebtedness of the Issuer to such Noteholder resulting from each Note purchased maintained by such Noteholder from time to timeLender and evidenced by one or more entries in the Register maintained by the Administrative Agent, including acting solely for purposes of Treasury Regulation Section 5f.103-1(c) and proposed Treasury Regulations Section 1.163-5(b), as agent for the amounts Borrower, in each case in the ordinary course of principal and interest payable thereon and paid to such Noteholder from time to time under this Agreementbusiness. The Administrative Agent shall maintain appropriate accounts or records in which shall be recorded (i) the Commitment of each Noteholder, (ii) the amount of each Note purchased hereunder by each Noteholder, (iii) the date and amount of any principal or interest due and payable or to become due and payable from the Issuer to each Noteholder hereunder in respect of the Notes and (iv) both the date and amount of any sum received maintained by the Administrative Agent hereunder from the Issuer in respect of the Notes and each Noteholders Pro Rata Share thereof. The entries made in such records Lender shall be prima facie evidence absent manifest error of the existence and amounts amount of the obligations of Credit Extensions made by the Issuer therein recorded; provided that Lenders to the Borrower and the interest and payments thereon. Any failure or delay of any Noteholder or the Administrative Agent in maintaining or making entries into any such to so record or any error therein in doing so shall not in any manner not, however, limit or otherwise affect the obligation of the Issuer Borrower hereunder to repay pay any amount owing with respect to the Notes (both principal and unpaid accrued interest) of such Noteholder in accordance with the terms of this AgreementObligations. In the event of any conflict between the accounts and records maintained by any Noteholder Xxxxxx and the accounts and records of the Administrative Agent Agent, as set forth in the Register, in respect of such entriesmatters, the accounts and records of the Administrative Agent shall control in the absence of manifest error. Notwithstanding Upon the foregoingrequest of any Xxxxxx made through the Administrative Agent, the Borrower shall execute and deliver to such Lender (through the Administrative Agent Agent) a Note payable to such Lender, which shall not act asevidence such Xxxxxx’s Loans in addition to such accounts or records. Each Lender may attach schedules to its Note and endorse thereon the date, or be deemed to act asType (if applicable), transfer agent or registrar under Article 8 amount and maturity of the UCC or Section 17A(c) of the Exchange Act hereunder or under any other Note Documentits Loans and payments with respect thereto.
Appears in 1 contract
Samples: Credit Agreement (Superior Industries International Inc)
Evidence of Indebtedness. Each Noteholder (a) The Credit Extensions made by each Lender shall maintain in accordance with its usual practice appropriate be evidenced by one or more accounts or records evidencing the Indebtedness of the Issuer to such Noteholder resulting from each Note purchased maintained by such Noteholder from time to timeLender and evidenced by one or more entries in the Register maintained by the Administrative Agent, including acting solely for purposes of Treasury Regulations Section 5f.103-1(c) or Proposed Treasury Regulations Section 1.163-5(b), as a non-fiduciary agent for the amounts Borrower, in each case in the ordinary course of principal and interest payable thereon and paid to such Noteholder from time to time under this Agreementbusiness. The Administrative Agent shall maintain appropriate accounts or records in which shall be recorded (i) the Commitment of each Noteholder, (ii) the amount of each Note purchased hereunder by each Noteholder, (iii) the date and amount of any principal or interest due and payable or to become due and payable from the Issuer to each Noteholder hereunder in respect of the Notes and (iv) both the date and amount of any sum received maintained by the Administrative Agent hereunder from the Issuer in respect of the Notes and each Noteholders Pro Rata Share thereof. The entries made in such records Lender shall be prima facie evidence absent manifest error of the existence and amounts amount of the obligations of Credit Extensions made by the Issuer therein recorded; provided that Lenders to the Borrower and the interest and payments thereon. Any failure or delay of any Noteholder or the Administrative Agent in maintaining or making entries into any such to so record or any error therein in doing so shall not in any manner affect not, however, limit the obligation of the Issuer Borrower hereunder to repay pay any amount owing with respect to the Notes (both principal and unpaid accrued interest) of such Noteholder in accordance with the terms of this AgreementObligations. In the event of any conflict between the accounts and records maintained by any Noteholder Lender and the accounts and records of the Administrative Agent in respect of such entriesmatters, the accounts and records of the Administrative Agent shall control in the absence of manifest error. Notwithstanding Upon the foregoingwritten request of any Lender made through the Administrative Agent, the Borrower shall execute and deliver to such Lender a 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 Note and endorse thereon the date, 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 not act asmaintain 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 Sections 2.11(a), and by each Lender in its accounts or records pursuant to 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 Borrower to, in the case of the Register, each Lender and, in the case of such accounts or records, such Lender, under this Agreement and the other Loan Documents, absent manifest error; provided that the failure of the Administrative Agent or such Lender to make an entry, or be deemed to act asany finding that an entry is incorrect, transfer agent in the Register or registrar under Article 8 such accounts or records shall not limit the obligations of the UCC or Section 17A(c) of Borrower under this Agreement and the Exchange Act hereunder or under any other Note DocumentLoan Documents.
Appears in 1 contract
Samples: Credit Agreement (KLDiscovery Inc.)
Evidence of Indebtedness. Each Noteholder (a) The Credit Extensions made by each Lender shall maintain in accordance with its usual practice appropriate be evidenced by one or more accounts or records evidencing the Indebtedness of the Issuer to such Noteholder resulting from each Note purchased maintained by such Noteholder from time to time, including Lender and evidenced by one or more entries in the amounts of principal and interest payable thereon and paid to such Noteholder from time to time under this Agreement. The Administrative Agent shall maintain appropriate records in which shall be recorded (i) the Commitment of each Noteholder, (ii) the amount of each Note purchased hereunder by each Noteholder, (iii) the date and amount of any principal or interest due and payable or to become due and payable from the Issuer to each Noteholder hereunder in respect of the Notes and (iv) both the date and amount of any sum received Register maintained by the Administrative Agent hereunder from the Issuer in respect Agent, acting solely for purposes of Treasury Regulation Section 5f.103-1(c) and Section 1.163-5(b) of the Notes and United States Proposed Treasury Regulations, as agent for the Borrowers, in each Noteholders Pro Rata Share thereofcase in the ordinary course of business. The entries made in such accounts or records maintained by each Lender shall be prima facie evidence absent manifest error of the existence and amounts amount of the obligations of Credit Extensions made by the Issuer therein recorded; provided that Lenders to the Borrowers and the interest and payments thereon. Any failure or delay of any Noteholder or the Administrative Agent in maintaining or making entries into any such to so record or any error therein in doing so shall not in any manner not, however, limit or otherwise affect the obligation of the Issuer Borrowers hereunder to repay pay any amount owing with respect to the Notes (both principal and unpaid accrued interest) of such Noteholder in accordance with the terms of this AgreementObligations. In the event of any conflict between the accounts and records maintained by any Noteholder Lxxxxx and the accounts and records of the Administrative Agent in respect of such entriesmatters, the accounts and records of the Administrative Agent shall control in the absence of manifest error. Notwithstanding Upon the foregoingrequest of any Lender made through the Administrative Agent, the Borrowers shall execute and deliver to such Lender (through the Administrative Agent) a Note payable to such Lender and its registered assignees, which shall evidence such Lxxxxx’s Loans in addition to such accounts or records. Each Lender may attach schedules to its Note and endorse thereon the date, Type (if applicable), amount, currency and maturity of its Loans and payments 4849-7283-2717 132 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 not act asmaintain 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 each Lender in its account or accounts pursuant to 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 such Lender, under this Agreement and the other Loan Documents, absent manifest error; provided that the failure of such Lender to make an entry, or be deemed to act asany finding that an entry is incorrect, transfer agent in such account or registrar under Article 8 accounts shall not limit or otherwise affect the obligations of the UCC or Section 17A(c) of Borrowers under this Agreement and the Exchange Act hereunder or under any other Note DocumentLoan Documents.
Appears in 1 contract
Samples: Credit Agreement (Bumble Inc.)
Evidence of Indebtedness. Each Noteholder (a) The Credit Extensions made by each Lender shall maintain in accordance with its usual practice appropriate be evidenced by one or more accounts or records evidencing the Indebtedness of the Issuer to such Noteholder resulting from each Note purchased maintained by such Noteholder from time to timeLender and evidenced by one or more entries in the Register maintained by the Administrative Agent, including acting solely for purposes of Treasury Regulation Section 5f.103-1(c) and Proposed Treasury Regulation Section 1.163-5(b) (or, in each case, any amended or successor version), as a non-fiduciary agent for the amounts Borrower, in each case in the ordinary course of principal and interest payable thereon and paid to such Noteholder from time to time under this Agreementbusiness. The Administrative Agent shall maintain appropriate accounts or records in which shall be recorded (i) the Commitment of each Noteholder, (ii) the amount of each Note purchased hereunder by each Noteholder, (iii) the date and amount of any principal or interest due and payable or to become due and payable from the Issuer to each Noteholder hereunder in respect of the Notes and (iv) both the date and amount of any sum received maintained by the Administrative Agent hereunder from the Issuer in respect of the Notes and each Noteholders Pro Rata Share thereof. The entries made in such records Lender shall be prima facie evidence absent manifest error of the existence and amounts amount of the obligations of Credit Extensions made by the Issuer therein recorded; provided that Lenders to the Borrower and the interest and payments thereon. Any failure or delay of any Noteholder or the Administrative Agent in maintaining or making entries into any such to so record or any error therein in doing so shall not in any manner not, however, limit or otherwise affect the obligation of the Issuer Borrower hereunder to repay pay any amount owing with respect to the Notes (both principal and unpaid accrued interest) of such Noteholder in accordance with the terms of this AgreementObligations. In the event of any conflict between the accounts and records maintained by any Noteholder Xxxxxx and the Register and the corresponding accounts and records of the Administrative Agent in respect of such entriesmatters, the Register and the corresponding accounts and records of the Administrative Agent shall control in the absence of manifest error. Notwithstanding Upon the foregoingrequest of any Xxxxxx made through the Administrative Agent, the Borrower shall execute and deliver to such Lender (through the Administrative Agent) a Note payable to such Lender, which shall evidence such Xxxxxx’s Loans in addition to such accounts or records. Each Lender may 27 KE 73718588.20 US-DOCS\142539518.2141222994.8
(b) In addition to the accounts and records referred to in Section 2.10(a), each Lender and the Administrative Agent shall not act asmaintain 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 Register and the corresponding accounts and records maintained by the Administrative Agent and the accounts and records of any Lender in respect of such matters, the Register and the corresponding 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 2.10(a) and (b), and by each Lender in its account or accounts pursuant to Section 2.10(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 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 Loan Documents, absent manifest error; provided that the failure of the Administrative Agent or such Lender to make an entry, or be deemed to act asany finding that an entry is incorrect, transfer agent in the Register or registrar under Article 8 such account or accounts shall not limit or otherwise affect the obligations of the UCC or Section 17A(c) of Borrower under this Agreement and the Exchange Act hereunder or under any other Note DocumentLoan Documents.
Appears in 1 contract
Evidence of Indebtedness. Each Noteholder (a) The Credit Extensions made by each Lender shall maintain in accordance with its usual practice appropriate be evidenced by one or more accounts or records evidencing the Indebtedness of the Issuer to such Noteholder resulting from each Note purchased maintained by such Noteholder from time to timeLender and evidenced by one or more entries in the Register maintained by the Administrative Agent, including 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 sections), as a non-fiduciary agent for the amounts Borrower, in each case in the ordinary course of principal and interest payable thereon and paid to such Noteholder from time to time under this Agreementbusiness. The Administrative Agent shall maintain appropriate accounts or records in which shall be recorded (i) the Commitment of each Noteholder, (ii) the amount of each Note purchased hereunder by each Noteholder, (iii) the date and amount of any principal or interest due and payable or to become due and payable from the Issuer to each Noteholder hereunder in respect of the Notes and (iv) both the date and amount of any sum received maintained by the Administrative Agent hereunder from the Issuer in respect of the Notes and each Noteholders Pro Rata Share thereof. The entries made in such records Lender shall be prima facie evidence absent manifest error of the existence and amounts amount of the obligations of Credit Extensions made by the Issuer therein recorded; provided that Lenders to the Borrower and the interest and payments thereon. Any failure or delay of any Noteholder or the Administrative Agent in maintaining or making entries into any such to so record or any error therein in doing so shall not in any manner affect not, however, limit the obligation of the Issuer Borrower hereunder to repay pay any amount owing with respect to the Notes (both principal and unpaid accrued interest) of such Noteholder in accordance with the terms of this AgreementObligations. In the event of any conflict between the accounts and records maintained by any Noteholder Lender and the accounts and records of the Administrative Agent in respect of such entriesmatters, the accounts and records of the Administrative Agent shall control in the absence of manifest error. Notwithstanding Upon the foregoingrequest of any Lender made through the Administrative Agent, the Borrower shall execute and deliver to such Lender (through the Administrative Agent) a Note payable to such Lender or its registered assigns, which shall evidence such Lender’s Loans in addition to such accounts or records. Each Lender may attach schedules to its Note and endorse thereon the date, 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 not act asmaintain 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 Sections 2.11(a) and (b), and by each Lender in its accounts or records pursuant to 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 Borrower to, in the case of the Register, each Lender and, in the case of such accounts or records, such Lender, under this Agreement and the other Loan Documents, absent manifest error; provided that the failure of the Administrative Agent or such Lender to make an entry, or be deemed to act asany finding that an entry is incorrect, transfer agent in the Register or registrar under Article 8 such accounts or records shall not limit the obligations of the UCC or Section 17A(c) of Borrower under this Agreement and the Exchange Act hereunder or under any other Note DocumentLoan Documents.
Appears in 1 contract
Evidence of Indebtedness. Each Noteholder (a) The Credit Extensions made by each Lender shall maintain be evidenced by one or more accounts or records maintained by such Lender and evidenced by one or more entries in accordance with its usual practice appropriate records evidencing the Indebtedness Register maintained by the Administrative Agent, acting solely for purposes of United States Treasury Regulation Section 5f.103-1(c) and Section 1.163-5(b) of the Issuer to such Noteholder resulting from proposed United States Treasury Regulations, as agent for the Borrowers, in each Note purchased by such Noteholder from time to time, including case in the amounts ordinary course of principal and interest payable thereon and paid to such Noteholder from time to time under this Agreementbusiness. The Administrative Agent shall maintain appropriate accounts or records in which shall be recorded (i) the Commitment of each Noteholder, (ii) the amount of each Note purchased hereunder by each Noteholder, (iii) the date and amount of any principal or interest due and payable or to become due and payable from the Issuer to each Noteholder hereunder in respect of the Notes and (iv) both the date and amount of any sum received maintained by the Administrative Agent hereunder from the Issuer in respect of the Notes and each Noteholders Pro Rata Share thereof. The entries made in such records Lender shall be prima facie evidence absent manifest error of the existence and amounts amount of the obligations of Credit Extensions made by the Issuer therein recorded; provided that Lenders to the Borrowers and the interest and payments thereon. Any failure or delay of any Noteholder or the Administrative Agent in maintaining or making entries into any such to so record or any error therein in doing so shall not in any manner not, however, limit or otherwise affect the obligation of the Issuer Borrowers hereunder to repay pay any amount owing with respect to the Notes (both principal and unpaid accrued interest) of such Noteholder in accordance with the terms of this AgreementObligations. In the event of any conflict between the accounts and records maintained by any Noteholder Lxxxxx and the accounts and records of the Administrative Agent Agent, as set forth in the Register, in respect of such entriesmatters, the accounts and records of the Administrative Agent shall control in the absence of manifest error. Notwithstanding Upon the foregoingrequest of any Lxxxxx made through the Administrative Agent, the Borrowers shall execute and deliver to such Lender (through the Administrative Agent) a Note payable to such Lender, which shall evidence such Lxxxxx’s Loans in addition to such accounts or records. Each Lender may attach schedules to its Note and endorse thereon the date, 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 2.11(a), and by each Lender in its account or accounts pursuant to Sections 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 the case of the Register, each Lender and, in the case of such account or accounts, such Lender, under this Agreement and the other Loan 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 act as, limit or be deemed to act as, transfer agent or registrar under Article 8 otherwise affect the obligations of the UCC or Section 17A(c) of Borrowers under this Agreement and the Exchange Act hereunder or under any other Note DocumentLoan Documents.
Appears in 1 contract
Samples: First Lien Credit Agreement (Option Care Health, Inc.)
Evidence of Indebtedness. Each Noteholder (a) The Credit Extensions made by each Lender shall maintain in accordance with its usual practice appropriate be evidenced by one or more accounts or records evidencing the Indebtedness of the Issuer to such Noteholder resulting from each Note purchased maintained by such Noteholder from time to timeLender and evidenced by one or more entries in the Register maintained by the Administrative Agent, including acting solely for purposes of Treasury Regulation Section 5f.103-1(c) and Proposed Treasury Regulation Section 1.163-5(b), as agent for the amounts Borrower, in each case in the ordinary course of principal and interest payable thereon and paid to such Noteholder from time to time under this Agreementbusiness. The Administrative Agent shall maintain appropriate accounts or records in which shall be recorded (i) the Commitment of each Noteholder, (ii) the amount of each Note purchased hereunder by each Noteholder, (iii) the date and amount of any principal or interest due and payable or to become due and payable from the Issuer to each Noteholder hereunder in respect of the Notes and (iv) both the date and amount of any sum received maintained by the Administrative Agent hereunder from the Issuer in respect of the Notes and each Noteholders Pro Rata Share thereof. The entries made in such records Lender shall be prima facie evidence absent manifest error of the existence and amounts amount of the obligations of Credit Extensions made by the Issuer therein recorded; provided that Lenders to the Borrower and the interest and payments thereon. Any failure or delay of any Noteholder or the Administrative Agent in maintaining or making entries into any such to so record or any error therein in doing so shall not in any manner not, however, limit or otherwise affect the obligation of the Issuer Borrower US-DOCS\79529473.13 hereunder to repay pay any amount owing with respect to the Notes (both principal and unpaid accrued interest) of such Noteholder in accordance with the terms of this AgreementObligations. In the event of any conflict between the accounts and records maintained by any Noteholder Lender and the accounts and records of the Administrative Agent in respect of such entriesmatters, the accounts and records of the Administrative Agent shall control in the absence of manifest error. Notwithstanding Upon the foregoingrequest of any Lender made through the Administrative Agent, the Borrower shall execute and deliver to such Lender (through the Administrative Agent) a 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 Note and endorse thereon the date, 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 not act asmaintain 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 Sections 2.11(a) and (b), and by each Lender in its account or accounts pursuant to 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 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 Loan Documents, absent manifest error; provided that the failure of the Administrative Agent or such Lender to make an entry, or be deemed to act asany finding that an entry is incorrect, transfer agent in the Register or registrar under Article 8 such account or accounts shall not limit or otherwise affect the obligations of the UCC or Section 17A(c) of Borrower under this Agreement and the Exchange Act hereunder or under any other Note DocumentLoan Documents.
Appears in 1 contract
Evidence of Indebtedness. Each Noteholder (a) The Credit Extensions made by each Lender shall maintain in accordance with its usual practice appropriate be evidenced by one or more accounts or records evidencing the Indebtedness of the Issuer to such Noteholder resulting from each Note purchased maintained by such Noteholder from time to timeLender and evidenced by one or more entries in the Register maintained by the Administrative Agent, including acting solely for purposes of Treasury Regulation Section 5f.103-1(c) and Proposed Treasury Regulations Section 1.163-5(b) (or any amended or successor version), as agent for the amounts Borrowers, in each case in the ordinary course of principal and interest payable thereon and paid to such Noteholder from time to time under this Agreementbusiness. The Administrative Agent shall maintain appropriate accounts or records in which shall be recorded (i) the Commitment of each Noteholder, (ii) the amount of each Note purchased hereunder by each Noteholder, (iii) the date and amount of any principal or interest due and payable or to become due and payable from the Issuer to each Noteholder hereunder in respect of the Notes and (iv) both the date and amount of any sum received maintained by the Administrative Agent hereunder from the Issuer in respect of the Notes and each Noteholders Pro Rata Share thereof. The entries made in such records Lender shall be prima facie evidence absent manifest error of the existence and amounts amount of the obligations of Credit Extensions made by the Issuer therein recorded; provided that Lenders to the Borrowers and the interest and payments thereon. Any failure or delay of any Noteholder or the Administrative Agent in maintaining or making entries into any such to so record or any error therein in doing so shall not in any manner not, however, limit or otherwise affect the obligation of the Issuer Borrowers hereunder to repay pay any amount owing with respect to the Notes (both principal and unpaid accrued interest) of such Noteholder in accordance with the terms of this AgreementObligations. In the event of any conflict between the accounts and records maintained by any Noteholder Xxxxxx and the accounts and records of the Administrative Agent in respect of such entriesmatters, the accounts and records of the Administrative Agent shall control in the absence of manifest error. Notwithstanding Upon the foregoingrequest of any Xxxxxx made through the Administrative Agent, the Borrowers shall execute and deliver to such Lender (through the Administrative Agent) a Note payable to such Lender with respect to each Class of Loans (or Commitments in respect thereof) held by such Lender, which shall evidence such Xxxxxx’s Loans (of the applicable Class) in addition to such accounts or records. Each Lender may attach schedules to its Note and endorse thereon the date, 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 2.13(a), each Revolving Lender and the Administrative Agent shall not act asmaintain 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 Revolving 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 Sections 2.13(a) and (b), and by each Lender in its account or accounts pursuant to Sections 2.13(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 Lender and, in the case of such account or accounts, such Lender, under this Agreement and the other Loan Documents, absent manifest error; provided that the failure of the Administrative Agent or such Lender to make an entry, or be deemed to act asany finding that an entry is incorrect, transfer agent in the Register or registrar under Article 8 such account or accounts shall not limit or otherwise affect the obligations of the UCC or Section 17A(c) of Borrowers under this Agreement and the Exchange Act hereunder or under any other Note DocumentLoan Documents.
Appears in 1 contract
Evidence of Indebtedness. Each Noteholder (a) The Credit Extensions made by each Lender shall maintain be evidenced by one or more accounts or records maintained by such Xxxxxx and evidenced by one or more entries in accordance with its usual practice appropriate records evidencing the Indebtedness Register maintained by the Administrative Agent, acting solely for purposes of United States Treasury Regulation Section 5f.103-1(c) and Section 1.163-5(b) of the Issuer to such Noteholder resulting from proposed United States Treasury Regulations, as agent for the Borrowers, in each Note purchased by such Noteholder from time to time, including case in the amounts ordinary course of principal and interest payable thereon and paid to such Noteholder from time to time under this Agreementbusiness. The Administrative Agent shall maintain appropriate accounts or records in which shall be recorded (i) the Commitment of each Noteholder, (ii) the amount of each Note purchased hereunder by each Noteholder, (iii) the date and amount of any principal or interest due and payable or to become due and payable from the Issuer to each Noteholder hereunder in respect of the Notes and (iv) both the date and amount of any sum received maintained by the Administrative Agent hereunder from the Issuer in respect of the Notes and each Noteholders Pro Rata Share thereof. The entries made in such records Lender shall be prima facie evidence absent manifest error of the existence and amounts amount of the obligations of Credit Extensions made by the Issuer therein recorded; provided that Lenders to the Borrowers and the interest and payments thereon. Any failure or delay of any Noteholder or the Administrative Agent in maintaining or making entries into any such to so record or any error therein in doing so shall not in any manner not, however, limit or otherwise affect the obligation of the Issuer Borrowers hereunder to repay pay any amount owing with respect to the Notes (both principal and unpaid accrued interest) of such Noteholder in accordance with the terms of this AgreementObligations. In the event of any conflict between the accounts and records maintained by any Noteholder Xxxxxx and the accounts and records of the Administrative Agent Agent, as set forth in the Register, in respect of such entriesmatters, the accounts and records of the Administrative Agent shall control in the absence of manifest error. Notwithstanding Upon the foregoingrequest of any Xxxxxx made through the Administrative Agent, the Borrowers shall execute and deliver to such Lender (through the Administrative Agent) a Note payable to such Lender, which shall evidence such Xxxxxx’s Loans in addition to such accounts or records. Each Lender may attach schedules to its Note and endorse thereon the date, 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 2.11(a), and by each Lender in its account or accounts pursuant to Sections 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 the case of the Register, each Lender and, in the case of such account or accounts, such Lender, under this Agreement and the other Loan 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 act as, limit or be deemed to act as, transfer agent or registrar under Article 8 otherwise affect the obligations of the UCC or Section 17A(c) of Borrowers under this Agreement and the Exchange Act hereunder or under any other Note DocumentLoan Documents.
Appears in 1 contract
Samples: First Lien Credit Agreement (Option Care Health, Inc.)
Evidence of Indebtedness. Each Noteholder (a) The Credit Extensions made by each Lender shall maintain in accordance with its usual practice appropriate be evidenced by one or more accounts or records evidencing the Indebtedness of the Issuer to such Noteholder resulting from each Note purchased maintained by such Noteholder from time to timeLender and evidenced by one or more entries in the Register maintained in the United States by the Administrative Agent, including acting solely for purposes of Treasury Regulation Section 5f.103-1(c), as a non-fiduciary agent for the amounts Borrower, in each case in the ordinary course of principal and interest payable thereon and paid to such Noteholder from time to time under this Agreementbusiness. The Administrative Agent shall maintain appropriate accounts or records in which shall be recorded (i) the Commitment of each Noteholder, (ii) the amount of each Note purchased hereunder by each Noteholder, (iii) the date and amount of any principal or interest due and payable or to become due and payable from the Issuer to each Noteholder hereunder in respect of the Notes and (iv) both the date and amount of any sum received maintained by the Administrative Agent hereunder from the Issuer in respect of the Notes and each Noteholders Pro Rata Share thereof. The entries made in such records Lender shall be prima facie evidence absent manifest error of the existence and amounts amount of the obligations of Credit Extensions made by the Issuer therein recorded; provided that Lenders to the failure or delay of any Noteholder or Borrower and the Administrative Agent in maintaining or making entries into any such record or any error therein shall not in any manner affect the obligation of the Issuer to repay the Notes (both principal interest and unpaid accrued interest) of such Noteholder in accordance with the terms of this Agreementpayments thereon. In the event of any conflict between the accounts and records maintained by any Noteholder Lender and the accounts and records of the Administrative Agent in respect of such entriesmatters, the accounts and records of the Administrative Agent shall control in the absence of manifest error. Notwithstanding Upon the foregoingrequest of any Lender made through the Administrative Agent, the Borrower shall execute and deliver to such Lender (through the Administrative Agent) a 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 Note and endorse thereon the date, 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 not act asmaintain in accordance with its usual practice accounts or records and, or be deemed to act as, transfer agent or registrar under Article 8 in the case of the UCC or Section 17A(c) 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 Exchange Act hereunder 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 Sections 2.11(a) and (b), and by each Lender in its accounts or records pursuant to 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 Borrower to, in the case of the Register, each Lender and, in the case of such accounts or records, such Lender, under any this Agreement and the other Note DocumentLoan Documents, absent manifest error.
Appears in 1 contract
Samples: Credit Agreement (Visteon Corp)
Evidence of Indebtedness. Each Noteholder (a) The Borrowings made by each Lender shall maintain be evidenced by one or more accounts or records maintained by such Lender and evidenced by one or more entries in accordance with its usual practice appropriate records evidencing the Indebtedness Register maintained by the Administrative Agent, acting solely for purposes of Treasury Regulation Section 5f.103-1(c) or proposed Section 1.163-5(b) of the Issuer to such Noteholder resulting from United States Treasury Regulations or, in each Note purchased by such Noteholder from time to timecase, including any amended, successor or final version as non-fiduciary agent for the amounts Borrower, in each case in the ordinary course of principal and interest payable thereon and paid to such Noteholder from time to time under this Agreementbusiness. The Administrative Agent shall maintain appropriate accounts or records in which shall be recorded (i) the Commitment of each Noteholder, (ii) the amount of each Note purchased hereunder by each Noteholder, (iii) the date and amount of any principal or interest due and payable or to become due and payable from the Issuer to each Noteholder hereunder in respect of the Notes and (iv) both the date and amount of any sum received maintained by the Administrative Agent hereunder from the Issuer in respect of the Notes and each Noteholders Pro Rata Share thereof. The entries made in such records Lender shall be prima facie evidence absent manifest error of the existence and amounts amount of the obligations of Borrowings made by the Issuer therein recorded; provided that Lenders to the Borrower and the interest and payments thereon. Any failure or delay of any Noteholder or the Administrative Agent in maintaining or making entries into any such to so record or any error therein in doing so shall not in any manner not, however, limit or otherwise affect the obligation of the Issuer Borrower hereunder to repay pay any amount owing with respect to the Notes (both principal and unpaid accrued interest) of such Noteholder in accordance with the terms of this AgreementObligations. In the event of any conflict between the accounts and records maintained by any Noteholder Xxxxxx and the accounts and records of the Administrative Agent in respect of such entriesmatters, 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 Borrower shall execute and deliver to such Lender (through the Administrative Agent) a Note payable to such Lender, which shall evidence the relevant Class of such Xxxxxx’s Loans in addition to such accounts or records. Notwithstanding Each Lender may attach schedules to its Note and endorse thereon the foregoingdate, Type (if applicable), amount and maturity of its Loans and payments with respect thereto.
(c) Entries made in good faith by the Administrative Agent in the Register pursuant to Section 2.13(a), and by each Lender in its account or accounts pursuant to Section 2.13(a), shall be prima facie evidence of the amount of principal and interest due and payable or to become due and payable from the 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 Loan 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 act as, limit or be deemed to act as, transfer agent or registrar under Article 8 otherwise affect the obligations of the UCC or Section 17A(c) of Borrower under this Agreement and the Exchange Act hereunder or under any other Note DocumentLoan Documents.
Appears in 1 contract
Evidence of Indebtedness. Each Noteholder (a) The Credit Extensions made by each Lender shall maintain in accordance with its usual practice appropriate be evidenced by one or more accounts or records evidencing the Indebtedness of the Issuer to such Noteholder resulting from each Note purchased maintained by such Noteholder from time to timeLender and evidenced by one or more entries in the Register maintained by the Administrative Agent, including acting solely for purposes of Treasury Regulations Section 5f.103-1(c) and proposed Treasury Regulations Section 1.163-5(b), as agent for the amounts Borrower, in each case in the ordinary course of principal and interest payable thereon and paid to such Noteholder from time to time under this Agreementbusiness. The Administrative Agent shall maintain appropriate accounts or records in which shall be recorded (i) the Commitment of each Noteholder, (ii) the amount of each Note purchased hereunder by each Noteholder, (iii) the date and amount of any principal or interest due and payable or to become due and payable from the Issuer to each Noteholder hereunder in respect of the Notes and (iv) both the date and amount of any sum received maintained by the Administrative Agent hereunder from the Issuer in respect of the Notes and each Noteholders Pro Rata Share thereof. The entries made in such records Lender shall be prima facie evidence absent manifest error of the existence and amounts amount of the obligations of Credit Extensions made by the Issuer therein recorded; provided that Lenders to the Borrower and the interest and payments thereon. Any failure or delay of any Noteholder or the Administrative Agent in maintaining or making entries into any such to so record or any error therein in doing so shall not in any manner not, however, limit or otherwise affect the obligation of the Issuer Borrower hereunder to repay pay any amount owing with respect to the Notes (both principal and unpaid accrued interest) of such Noteholder in accordance with the terms of this AgreementObligations. In the event of any conflict between the accounts and records maintained by any Noteholder Lxxxxx and the Register and other corresponding accounts and records of the Administrative Agent in respect of such entriesmatters, the Register and other corresponding 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 Borrower shall execute and deliver to such Lender (through the Administrative Agent) a Note payable to such Lender and its registered assignees, which shall evidence such Lxxxxx’s Loans in addition to such accounts or records. Each Lender may attach schedules to its Note and endorse thereon the date, Type (if applicable), amount, currency and maturity of its Loans and payments with respect thereto.
(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 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. Notwithstanding the foregoing, .
(c) Entries made in good faith by the Administrative Agent in the Register pursuant to Sections 2.11(a) and (b), and by each Lender in its account or accounts pursuant to 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 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 Loan 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 act as, limit or be deemed to act as, transfer agent or registrar under Article 8 otherwise affect the obligations of the UCC or Section 17A(c) of Borrower under this Agreement and the Exchange Act hereunder or under any other Note DocumentLoan Documents.
Appears in 1 contract
Evidence of Indebtedness. Each Noteholder (a) The Credit Extensions made by each Lender shall maintain in accordance with its usual practice appropriate be evidenced by one or more accounts or records evidencing the Indebtedness of the Issuer to such Noteholder resulting from each Note purchased maintained by such Noteholder from time to timeLender and evidenced by one or more entries in the Register maintained by the Administrative Agent, including as agent for the amounts Borrower, in each case in the ordinary course of principal and interest payable thereon and paid to such Noteholder from time to time under this Agreementbusiness. The Administrative Agent shall maintain appropriate accounts or records in which shall be recorded (i) the Commitment of each Noteholder, (ii) the amount of each Note purchased hereunder by each Noteholder, (iii) the date and amount of any principal or interest due and payable or to become due and payable from the Issuer to each Noteholder hereunder in respect of the Notes and (iv) both the date and amount of any sum received maintained by the Administrative Agent hereunder from the Issuer in respect of the Notes and each Noteholders Pro Rata Share thereof. The entries made in such records Lender shall be prima facie evidence absent manifest error of the existence and amounts amount of the obligations of Credit Extensions made by the Issuer therein recorded; provided that Lenders to the Borrower and the interest and payments thereon. Any failure or delay of any Noteholder or the Administrative Agent in maintaining or making entries into any such to so record or any error therein in doing so shall not in any manner not, however, limit or otherwise affect the obligation of the Issuer Borrower hereunder to repay pay any amount owing with respect to the Notes (both principal and unpaid accrued interest) of such Noteholder in accordance with the terms of this AgreementObligations. In the event of any conflict between the accounts and records maintained by any Noteholder Lender and the accounts and records of the Administrative Agent in respect of such entriesmatters, the accounts and records of the Administrative Agent shall control in the absence of manifest error. Notwithstanding Upon the foregoingrequest of any Lender made through the Administrative Agent, the Borrower shall execute and deliver to such Lender (through the Administrative Agent) a 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 Note and endorse thereon the date, 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 not act asmaintain 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 2.11(a) and (b), and by each Lender in its account or accounts pursuant to Section 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 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 Loan Documents, absent manifest error; provided, that, the failure of the Administrative Agent or such Lender to make an entry, or be deemed to act asany finding that an entry is incorrect, transfer agent in the Register or registrar under Article 8 such account or accounts shall not limit or otherwise affect the obligations of the UCC or Section 17A(c) of Borrower under this Agreement and the Exchange Act hereunder or under any other Note DocumentLoan Documents.
Appears in 1 contract
Samples: Credit Agreement (Geokinetics Inc)
Evidence of Indebtedness. Each Noteholder (a) The Credit Extensions made by each Lender shall maintain in accordance with its usual practice appropriate records evidencing the Indebtedness of the Issuer to such Noteholder resulting from each Note purchased be evidenced by one or more accounts or rec- ords maintained by such Noteholder from time to timeLender and evidenced by one or more entries in the Register maintained by the Administra- tive Agent, including acting solely for purposes of Treasury Regulation Section 5f.103-1(c), as a non-fiduciary agent for the amounts Borrowers, in each case in the ordinary course of principal and interest payable thereon and paid to such Noteholder from time to time under this Agreementbusiness. The Administrative Agent shall maintain appropriate accounts or records in which shall be recorded (i) the Commitment of each Noteholder, (ii) the amount of each Note purchased hereunder by each Noteholder, (iii) the date and amount of any principal or interest due and payable or to become due and payable from the Issuer to each Noteholder hereunder in respect of the Notes and (iv) both the date and amount of any sum received maintained by the Administrative Administra- tive Agent hereunder from the Issuer in respect of the Notes and each Noteholders Pro Rata Share thereof. The entries made in such records Lender shall be prima facie evidence absent manifest error of the existence and amounts amount of the obligations of Credit Exten- sions made by the Issuer therein recorded; provided that Lenders to the Borrowers and the interest and payments thereon. Any failure or delay of any Noteholder or the Administrative Agent in maintaining or making entries into any such to so record or any error therein in doing so shall not in any manner affect not, however, limit the obligation of the Issuer Borrowers hereunder to repay pay any amount owing with respect to the Notes (both principal and unpaid accrued interest) of such Noteholder in accordance with the terms of this AgreementObligations. In the event of any conflict between the accounts and records maintained by any Noteholder Xxxxxx and the accounts and records of the Administrative Agent in respect of such entriesmatters, the accounts and records of the Administrative Agent shall control in the absence of manifest error. Notwithstanding Upon the foregoingrequest of any Xxxxxx made through the Administrative Agent, the Borrowers shall execute and deliver to such Lender (through the Administrative Agent) a Note payable to such Lender, which shall evidence such Xxxxxx’s Loans in addition to such accounts or records. Each Lender may attach schedules to its Note and endorse thereon the date, Type (if applicable), amount and maturi- ty 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 Admin- istrative Agent shall maintain in accordance with its usual practice accounts or records and, in the case of the Ad- ministrative 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 not act ascontrol in the absence of manifest error.
(c) Entries made in good faith by the Administrative Agent in the Register pursuant to Sections 2.11(a) and (b), and by each Lender in its accounts or records pursuant to Sections 2.11(a) and (b), shall be prima facie evi- dence 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 accounts or records, such Lender, under this Agree- ment and the other Loan Documents, absent manifest error; provided that the failure of the Administrative Agent or such Lender to make an entry, or be deemed to act asany finding that an entry is incorrect, transfer agent in the Register or registrar under Article 8 such accounts or records shall not limit the obligations of the UCC or Section 17A(c) of Borrowers under this Agreement and the Exchange Act hereunder or under any other Note DocumentLoan Documents.
Appears in 1 contract
Samples: Credit Agreement
Evidence of Indebtedness. Each Noteholder (a) The Credit Extensions made by each Lender shall maintain be evidenced by one or more accounts or records maintained by such Lender and evidenced by one or more entries in accordance with its usual practice appropriate records evidencing the Indebtedness Register maintained by the Administrative Agent, acting solely for purposes of United States Treasury Regulation Section 5f.103-1(c) and Section 1.163-5(b) of the Issuer to such Noteholder resulting from proposed United States Treasury Regulations, as agent for the Borrowers, in each Note purchased by such Noteholder from time to time, including case in the amounts ordinary course of principal and interest payable thereon and paid to such Noteholder from time to time under this Agreementbusiness. The Administrative Agent shall maintain appropriate accounts or records in which shall be recorded (i) the Commitment of each Noteholder, (ii) the amount of each Note purchased hereunder by each Noteholder, (iii) the date and amount of any principal or interest due and payable or to become due and payable from the Issuer to each Noteholder hereunder in respect of the Notes and (iv) both the date and amount of any sum received maintained by the Administrative Agent hereunder from the Issuer in respect of the Notes and each Noteholders Pro Rata Share thereof. The entries made in such records Lender shall be prima facie evidence absent manifest error of the existence and amounts amount of the obligations of Credit Extensions made by the Issuer therein recorded; provided that Lenders to the Borrowers and the interest and payments thereon. Any failure or delay of any Noteholder or the Administrative Agent in maintaining or making entries into any such to so record or any error therein in doing so shall not in any manner not, however, limit or otherwise affect the obligation of the Issuer Borrowers hereunder to repay pay any amount owing with respect to the Notes (both principal and unpaid accrued interest) of such Noteholder in accordance with the terms of this AgreementObligations. In the event of any conflict between the accounts and records maintained by any Noteholder Xxxxxx and the accounts and records of the Administrative Agent Agent, as set forth in the Register, in respect of such entriesmatters, the accounts and records of the Administrative Agent shall control in the absence of manifest error. Notwithstanding Upon the foregoingrequest of any Xxxxxx made through the Administrative Agent, the Borrowers shall execute and deliver to such Lender (through the Administrative Agent) a Note payable to such Lender, which shall evidence such Xxxxxx’s Loans in addition to such accounts or records. Each Lender may attach schedules to its Note and endorse thereon the date, 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 not act asmaintain 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 Sections 2.11(a) and (b), and by each Lender in its account or accounts pursuant to 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 Lender and, in the case of such account or accounts, such Lender, under this Agreement and the other Loan Documents, absent manifest error; provided that the failure of the Administrative Agent or such Lender to make an entry, or be deemed to act asany finding that an entry is incorrect, transfer agent in the Register or registrar under Article 8 such account or accounts shall not limit or otherwise affect the obligations of the UCC or Section 17A(c) of Borrowers under this Agreement and the Exchange Act hereunder or under any other Note DocumentLoan Documents.
Appears in 1 contract
Evidence of Indebtedness. Each Noteholder (a) The Credit Extensions made by each Lender shall maintain in accordance with its usual practice appropriate be evidenced by one or more accounts or records evidencing the Indebtedness of the Issuer to such Noteholder resulting from each Note purchased maintained by such Noteholder from time to time, including Lender and evidenced by one or more entries in the amounts of principal and interest payable thereon and paid to such Noteholder from time to time under this Agreement. The Administrative Agent shall maintain appropriate records in which shall be recorded (i) the Commitment of each Noteholder, (ii) the amount of each Note purchased hereunder by each Noteholder, (iii) the date and amount of any principal or interest due and payable or to become due and payable from the Issuer to each Noteholder hereunder in respect of the Notes and (iv) both the date and amount of any sum received Register maintained by the Administrative Agent hereunder from Agent, acting solely for purposes of United States Treasury Regulations Section 5f.103- 1(c) and Proposed United States Treasury Regulations Section 1.163-5(b) (or any amended or successor version), as a non-fiduciary agent for the Issuer Borrower, in respect each case in the ordinary course of the Notes and each Noteholders Pro Rata Share thereofbusiness. The entries made in such accounts or records maintained by each Lender shall be prima facie evidence absent manifest error of the existence and amounts amount of the obligations of Credit Extensions made by the Issuer therein recorded; provided that Lenders to the Borrower and the interest and payments thereon. Any failure or delay of any Noteholder or the Administrative Agent in maintaining or making entries into any such to so record or any error therein in doing so shall not in any manner affect not, however, limit the obligation of the Issuer Borrower hereunder to repay pay any amount owing with respect to the Notes (both principal and unpaid accrued interest) of such Noteholder in accordance with the terms of this AgreementObligations. In the event of any conflict between the accounts and records maintained by any Noteholder Xxxxxx and the accounts and records of the Administrative Agent in respect of such entriesmatters, the accounts and records of the Administrative Agent shall control in the absence of manifest error. Notwithstanding Upon the foregoingwritten request of any Xxxxxx made through the Administrative Agent, the Borrower shall execute and deliver to such Lender (through the Administrative Agent) a Note payable to such Lender, which execution and delivery the Administrative Agent shall not act asrecord in the Register, which, to the extent consistent with the records in the Register, shall evidence such Xxxxxx's Loans in addition to such accounts or records. Each Lender may attach schedules to its Note and endorse thereon the date, 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 Sections 2.11(a) and (b), and by each Lender in its accounts or records pursuant to 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 Borrower to, in the case of the Register, each Lender and, in the case of such accounts or records, such Lender, under this Agreement and the other Loan Documents, absent manifest error; provided that the failure of the Administrative Agent or such Lender to make an entry, or be deemed to act asany finding that an entry is incorrect, transfer agent in the Register or registrar under Article 8 such accounts or records shall not limit the obligations of the UCC or Section 17A(c) of Borrower under this Agreement and the Exchange Act hereunder or under any other Note DocumentLoan Documents.
Appears in 1 contract
Evidence of Indebtedness. Each Noteholder (a) The Credit Extensions made by each Lender shall maintain in accordance with its usual practice appropriate be evidenced by one or more accounts or records evidencing the Indebtedness of the Issuer to such Noteholder resulting from each Note purchased maintained by such Noteholder from time to time, including Lender and evidenced by one or more entries in the amounts of principal and interest payable thereon and paid to such Noteholder from time to time under this Agreement. The Administrative Agent shall maintain appropriate records in which shall be recorded (i) the Commitment of each Noteholder, (ii) the amount of each Note purchased hereunder by each Noteholder, (iii) the date and amount of any principal or interest due and payable or to become due and payable from the Issuer to each Noteholder hereunder in respect of the Notes and (iv) both the date and amount of any sum received Register maintained by the Administrative Agent hereunder from pursuant to Section 10.07(c), in each case in the Issuer in respect ordinary course of business. The accounts or records maintained by the Notes Administrative Agent and each Noteholders Pro Rata Share thereof. The entries made in such records Lender shall be prima facie evidence absent manifest error of the existence and amounts amount of the obligations of Credit Extensions made by the Issuer therein recorded; provided that Lenders to the Borrowers and the interest and payments thereon. Any failure or delay of any Noteholder or the Administrative Agent in maintaining or making entries into any such to so record or any error therein in doing so shall not in any manner affect not, however, limit the obligation of the Issuer Borrowers hereunder to repay pay any amount owing with respect to the Notes (both principal and unpaid accrued interest) of such Noteholder in accordance with the terms of this AgreementObligations. In the event of any conflict between the accounts and records maintained by any Noteholder Lender and the accounts and records of the Administrative Agent in respect of such entriesmatters, the accounts and records of the Administrative Agent shall control in the absence of manifest error. Notwithstanding Upon the foregoingrequest of any Lender made through the Administrative Agent, the Borrowers shall execute and deliver to such Lender (through the Administrative Agent) a 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 Note and endorse thereon the date, 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 not act asmaintain 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 Sections 2.11(a) and (b), and by each Lender in its accounts or records pursuant to 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 Lender and, in the case of such accounts or records, such Lender, under this Agreement and the other Loan Documents, absent manifest error; provided that the failure of the Administrative Agent or such Lender to make an entry, or be deemed to act asany finding that an entry is incorrect, transfer agent in the Register or registrar under Article 8 such accounts or records shall not limit the obligations of the UCC or Section 17A(c) of Borrowers under this Agreement and the Exchange Act hereunder or under any other Note DocumentLoan Documents.
Appears in 1 contract
Evidence of Indebtedness. Each Noteholder (a) The Credit Extensions made by each Lender shall maintain in accordance with its usual practice appropriate be evidenced by one or more accounts or records evidencing the Indebtedness of the Issuer to such Noteholder resulting from each Note purchased maintained by such Noteholder from time to timeLender and evidenced by one or more entries in the Register maintained by the Administrative Agent, including 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 sections), as a non-fiduciary agent for the amounts Borrower, in each case in the ordinary course of principal and interest payable thereon and paid to such Noteholder from time to time under this Agreementbusiness. The Administrative Agent shall maintain appropriate accounts or records in which shall be recorded (i) the Commitment of each Noteholder, (ii) the amount of each Note purchased hereunder by each Noteholder, (iii) the date and amount of any principal or interest due and payable or to become due and payable from the Issuer to each Noteholder hereunder in respect of the Notes and (iv) both the date and amount of any sum received maintained by the Administrative Agent hereunder from the Issuer in respect of the Notes and each Noteholders Pro Rata Share thereof. The entries made in such records Lender shall be prima facie evidence absent manifest error of the existence and amounts amount of the obligations of Credit Extensions made by the Issuer therein recorded; provided that Lenders to the Borrower and the interest and payments thereon. Any failure or delay of any Noteholder or the Administrative Agent in maintaining or making entries into any such to so record or any error therein in doing so shall not in any manner affect not, however, limit the obligation of the Issuer Borrower hereunder to repay pay any amount owing with respect to the Notes (both principal and unpaid accrued interest) of such Noteholder in accordance with the terms of this AgreementObligations. In the event of any conflict between the accounts and records maintained by any Noteholder Lxxxxx and the accounts and records of the Administrative Agent in respect of such entriesmatters, the accounts and records of the Administrative Agent shall control in the absence of manifest error. Notwithstanding Upon the foregoingrequest of any Lender made through the Administrative Agent, the Borrower shall execute and deliver to such Lender (through the Administrative Agent) a Note payable to such Lender or its registered assigns, which shall evidence such Lxxxxx’s Loans in addition to such accounts or records. Each Lender may attach schedules to its Note and endorse thereon the date, 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)2.11(a), each Lender and the Administrative Agent shall not act asmaintain 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 Sections 2.11(a)2.11(a) and (b)(b), and by each Lender in its accounts or records pursuant to Sections 2.11(a)2.11(a) and (b)(b), shall be prima facie evidence of the amount of principal and interest due and payable or to become due and payable from the Borrower to, in the case of the Register, each Lender and, in the case of such accounts or records, such Lender, under this Agreement and the other Loan Documents, absent manifest error; provided that the failure of the Administrative Agent or such Lender to make an entry, or be deemed to act asany finding that an entry is incorrect, transfer agent in the Register or registrar under Article 8 such accounts or records shall not limit the obligations of the UCC or Section 17A(c) of Borrower under this Agreement and the Exchange Act hereunder or under any other Note DocumentLoan Documents.
Appears in 1 contract
Samples: Credit Agreement (EngageSmart, Inc.)
Evidence of Indebtedness. Each Noteholder (1) The Credit Extensions made by each Lender shall maintain in accordance with its usual practice appropriate be evidenced by one or more accounts or records evidencing the Indebtedness of the Issuer to such Noteholder resulting from each Note purchased maintained by such Noteholder from time to timeLender and evidenced by one or more entries in the Register maintained by the Administrative Agent, including acting solely for purposes of Treasury Regulation Section 5f.103-1(c) or Proposed Section 1.163-5(b) (or, in each case, any amended or successor sections), as agent for the amounts Borrower, in each case in the ordinary course of principal and interest payable thereon and paid to such Noteholder from time to time under this Agreementbusiness. The Administrative Agent shall maintain appropriate accounts or records in which shall be recorded (i) the Commitment of each Noteholder, (ii) the amount of each Note purchased hereunder by each Noteholder, (iii) the date and amount of any principal or interest due and payable or to become due and payable from the Issuer to each Noteholder hereunder in respect of the Notes and (iv) both the date and amount of any sum received maintained by the Administrative Agent hereunder from the Issuer in respect of the Notes and each Noteholders Pro Rata Share thereof. The entries made in such records Lender shall be prima facie evidence absent manifest error of the existence and amounts amount of the obligations of Credit Extensions made by the Issuer therein recorded; provided that Lenders to the Borrower and the interest and payments thereon. Any failure or delay of any Noteholder or the Administrative Agent in maintaining or making entries into any such to so record or any error therein in doing so shall not in any manner not, however, limit or otherwise affect the obligation of the Issuer Borrower hereunder to repay pay any amount owing with respect to the Notes (both principal and unpaid accrued interest) of such Noteholder in accordance with the terms of this AgreementObligations. In the event of any conflict between the accounts and records maintained by any Noteholder Lender and the accounts and records of the Administrative Agent Agent, as set forth in the Register, in respect of such entriesmatters, the accounts and records of the Administrative Agent shall control in the absence of manifest error. Notwithstanding Upon the foregoingrequest of any Lender made through the Administrative Agent, the Borrower shall execute and deliver to such Lender (through the Administrative Agent) a 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 Note and endorse thereon the date, Type (if applicable), amount and maturity of its Loans and payments with respect thereto.
(2) In addition to the accounts and records referred to in Section 2.11(1), each Lender and the Administrative Agent shall not act asmaintain 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.
(3) Entries made in good faith by the Administrative Agent in the Register pursuant to Sections 2.11(1) and (2), and by each Lender in its account or accounts pursuant to Sections 2.11(1) and (2), shall be prima facie evidence of the amount of principal and interest due and payable or to become due and payable from the 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 Loan Documents, absent manifest error; provided that the failure of the Administrative Agent or such Lender to make an entry, or be deemed to act asany finding that an entry is incorrect, transfer agent in the Register or registrar under Article 8 such account or accounts shall not limit or otherwise affect the obligations of the UCC or Section 17A(c) of Borrower under this Agreement and the Exchange Act hereunder or under any other Note DocumentLoan Documents.
Appears in 1 contract
Evidence of Indebtedness. Each Noteholder (a) The Credit Extensions made by each Lender shall maintain in accordance with its usual practice appropriate be evidenced by one or more accounts or records evidencing the Indebtedness of the Issuer to such Noteholder resulting from each Note purchased maintained by such Noteholder from time to timeLender and evidenced by one or more entries in the Register maintained by the Administrative Agent, including as agent for the amounts Borrower, in each case in the ordinary course of principal and interest payable thereon and paid to such Noteholder from time to time under this Agreementbusiness. The Administrative Agent shall maintain appropriate accounts or records in which shall be recorded (i) the Commitment of each Noteholder, (ii) the amount of each Note purchased hereunder by each Noteholder, (iii) the date and amount of any principal or interest due and payable or to become due and payable from the Issuer to each Noteholder hereunder in respect of the Notes and (iv) both the date and amount of any sum received maintained by the Administrative Agent hereunder from the Issuer in respect of the Notes and each Noteholders Pro Rata Share thereof. The entries made in such records Lender shall be prima facie evidence absent manifest error of the existence and amounts amount of the obligations of Credit Extensions made by the Issuer therein recorded; provided that Lenders to the Borrower and the interest and payments thereon. Any failure or delay of any Noteholder or the Administrative Agent in maintaining or making entries into any such to so record or any error therein in doing so shall not in any manner not, however, limit or otherwise affect the obligation of the Issuer Borrower hereunder to repay pay any amount owing with respect to the Notes (both principal and unpaid accrued interest) of such Noteholder in accordance with the terms of this AgreementObligations. In the event of any conflict between the accounts and records maintained by any Noteholder Lender and the accounts and records of the Administrative Agent in respect of such entriesmatters, the accounts and records of the Administrative Agent shall control in the absence of manifest error. Notwithstanding Upon the foregoingrequest of any Lender made through the Administrative Agent, the Borrower shall execute and deliver to such Lender (through the Administrative Agent) a 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 Note and endorse thereon the date, 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 not act asmaintain 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 2.10(a) and (b), and by each Lender in its account or accounts pursuant to Section 2.10(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 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 Loan Documents, absent manifest error; provided that the failure of the Administrative Agent or such Lender to make an entry, or be deemed to act asany finding that an entry is incorrect, transfer agent in the Register or registrar under Article 8 such account or accounts shall not limit or otherwise affect the obligations of the UCC or Section 17A(c) of Borrower under this Agreement and the Exchange Act hereunder or under any other Note DocumentLoan Documents.
Appears in 1 contract
Evidence of Indebtedness. Each Noteholder (a) The Credit Extensions made by each Lender shall maintain in accordance with its usual practice appropriate be evidenced by one or more accounts or records evidencing the Indebtedness of the Issuer to such Noteholder resulting from each Note purchased maintained by such Noteholder from time to time, including Lender and evidenced by one or more entries in the amounts of principal and interest payable thereon and paid to such Noteholder from time to time under this Agreement. The Administrative Agent shall maintain appropriate records in which shall be recorded (i) the Commitment of each Noteholder, (ii) the amount of each Note purchased hereunder by each Noteholder, (iii) the date and amount of any principal or interest due and payable or to become due and payable from the Issuer to each Noteholder hereunder in respect of the Notes and (iv) both the date and amount of any sum received Register maintained by the Administrative Agent hereunder from Agent, acting solely for purposes of United States Treasury Regulations Section 5f.103- 1(c) and Proposed United States Treasury Regulations Section 1.163-5(b) (or any amended or successor version), as a non-fiduciary agent for the Issuer Borrowers, in respect each case in the ordinary course of the Notes and each Noteholders Pro Rata Share thereofbusiness. The entries made in such accounts or records maintained by each Lender shall be prima facie evidence absent manifest error of the existence and amounts amount of the obligations of Credit Extensions made by the Issuer therein recorded; provided that Lenders to the Borrowers and the interest and payments thereon. Any failure or delay of any Noteholder or the Administrative Agent in maintaining or making entries into any such to so record or any error therein in doing so shall not in any manner affect not, however, limit the obligation of the Issuer Borrowers hereunder to repay pay any amount owing with respect to the Notes (both principal and unpaid accrued interest) of such Noteholder in accordance with the terms of this AgreementObligations. In the event of any conflict between the accounts and records maintained by any Noteholder Xxxxxx and the accounts and records of the Administrative Agent in respect of such entriesmatters, the accounts and records of the Administrative Agent shall control in the absence of manifest error. Notwithstanding Upon the foregoingwritten request of any Xxxxxx made through the Administrative Agent, the Borrowers shall execute and deliver to such Lender (through the Administrative Agent) a Note payable to such Lender, which execution and delivery the Administrative Agent shall not act asrecord in the Register, which, to the extent consistent with the records in the Register, shall evidence such Xxxxxx’s Loans in addition to such accounts or records. Each Lender may attach schedules to its Note and endorse thereon the date, 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 Sections 2.11(a) and (b), and by each Lender in its accounts or records pursuant to 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 Lender and, in the case of such accounts or records, such Lender, under this Agreement and the other Loan Documents, absent manifest error; provided that the failure of the Administrative Agent or such Lender to make an entry, or be deemed to act asany finding that an entry is incorrect, transfer agent in the Register or registrar under Article 8 such accounts or records shall not limit the obligations of the UCC or Section 17A(c) of Borrowers under this Agreement and the Exchange Act hereunder or under any other Note DocumentLoan Documents.
Appears in 1 contract
Evidence of Indebtedness. Each Noteholder (a) The Credit Extensions made by each Lender shall maintain in accordance with its usual practice appropriate be evidenced by one or more accounts or records evidencing the Indebtedness of the Issuer to such Noteholder resulting from each Note purchased maintained by such Noteholder from time to time, including the amounts of principal Lxxxxx and interest payable thereon and paid to such Noteholder from time to time under this Agreement. The Administrative Agent shall maintain appropriate records in which shall be recorded (i) the Commitment of each Noteholder, (ii) the amount of each Note purchased hereunder by each Noteholder, (iii) the date and amount of any principal or interest due and payable or to become due and payable from the Issuer to each Noteholder hereunder in respect of the Notes and (iv) both the date and amount of any sum received by the Administrative Agent hereunder from in the Issuer in respect ordinary course of the Notes and each Noteholders Pro Rata Share thereofbusiness. The entries made in such accounts or records shall be prima facie evidence of the existence and amounts of the obligations of the Issuer therein recorded; provided that the failure or delay of any Noteholder or maintained by the Administrative Agent in maintaining or making entries into any such and each Lender shall be conclusive absent manifest error of the amount of the Credit Extensions made by the Lenders to the Borrowers and the interest and payments thereon. Any failure to so record or any error therein in doing so shall not in any manner not, however, limit or otherwise affect the obligation of the Issuer Borrowers hereunder to repay pay any amount owing with respect to the Notes (both principal and unpaid accrued interest) of such Noteholder in accordance with the terms of this AgreementObligations. In the event of any conflict between the accounts and records maintained by any Noteholder Lxxxxx and the accounts and records of the Administrative Agent in respect of such entriesmatters, the accounts and records of the Administrative Agent shall control in the absence of manifest error. Notwithstanding Upon the foregoingrequest of any Lxxxxx made through the Administrative Agent, the Borrowers shall execute and deliver to such Lender (through the Administrative Agent) a Note, which shall evidence such Lxxxxx’s Loans in addition to such accounts or records. Each Lender may attach schedules to its Note and endorse thereon the date, 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 not act asmaintain 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 accounts and records maintained by the Administrative Agent and the accounts and records of any Lender in respect of such matters, or be deemed to act as, transfer agent or registrar under Article 8 the accounts and records of the UCC or Section 17A(c) Administrative Agent shall control in the absence of the Exchange Act hereunder or under any other Note Documentmanifest error.
Appears in 1 contract
Samples: Credit Agreement (Uniti Group Inc.)
Evidence of Indebtedness. Each Noteholder (a) The Credit Extensions made by each Lender shall maintain in accordance with its usual practice appropriate be evidenced by one or more accounts or records evidencing the Indebtedness of the Issuer to such Noteholder resulting from each Note purchased maintained by such Noteholder from time to timeLender and evidenced by one or more entries in the Register maintained by the Administrative Agent, including acting solely for purposes of Treasury Regulation Section 5f.103-1(c) and Proposed Treasury Regulations Section 1.163-5(b) (or any amended or successor version), as agent for the amounts Borrowers, in each case in the ordinary course of principal and interest payable thereon and paid to such Noteholder from time to time under this Agreementbusiness. The Administrative Agent shall maintain appropriate accounts or records in which shall be recorded (i) the Commitment of each Noteholder, (ii) the amount of each Note purchased hereunder by each Noteholder, (iii) the date and amount of any principal or interest due and payable or to become due and payable from the Issuer to each Noteholder hereunder in respect of the Notes and (iv) both the date and amount of any sum received maintained by the Administrative Agent hereunder from the Issuer in respect of the Notes and each Noteholders Pro Rata Share thereof. The entries made in such records Lender shall be prima facie evidence absent manifest error of the existence and amounts amount of the obligations of Credit Extensions made by the Issuer therein recorded; provided that Lenders to the Borrowers and the interest and payments thereon. Any failure or delay of any Noteholder or the Administrative Agent in maintaining or making entries into any such to so record or any error therein in doing so shall not in any manner not, however, limit or otherwise affect the obligation of the Issuer Borrowers hereunder to repay pay any amount owing with respect to the Notes (both principal and unpaid accrued interest) of such Noteholder in accordance with the terms of this AgreementObligations. In the event of any conflict between the accounts and records maintained by any Noteholder Lender and the accounts and records of the Administrative Agent in respect of such entriesmatters, the accounts and records of the Administrative Agent shall control in the absence of manifest error. Notwithstanding Upon the foregoingrequest of any Lender made through the Administrative Agent, the Borrowers shall execute and deliver to such Lender (through the Administrative Agent) a 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 Note and endorse thereon the date, 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 2.13(a), each Lender and the Administrative Agent shall not act asmaintain 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 Sections 2.13(a) and (b), and by each Lender in its account or accounts pursuant to Sections 2.13(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 Lender and, in the case of such account or accounts, such Lender, under this Agreement and the other Loan Documents, absent manifest error; provided that the failure of the Administrative Agent or such Lender to make an entry, or be deemed to act asany finding that an entry is incorrect, transfer agent in the Register or registrar under Article 8 such account or accounts shall not limit or otherwise affect the obligations of the UCC or Section 17A(c) of Borrowers under this Agreement and the Exchange Act hereunder or under any other Note DocumentLoan Documents.
Appears in 1 contract
Evidence of Indebtedness. Each Noteholder (a) The Borrowings made by each Lender shall maintain in accordance with its usual practice appropriate be evidenced by one or more accounts or records evidencing the Indebtedness of the Issuer to such Noteholder resulting from each Note purchased maintained by such Noteholder from time to timeXxxxxx and evidenced by one or more entries in the Register maintained by the Administrative Agent, including 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, successor or final version) as a non-fiduciary agent for the amounts Borrower, in each case in the ordinary course of principal and interest payable thereon and paid to such Noteholder from time to time under this Agreementbusiness. The Administrative Agent shall maintain appropriate accounts or records in which shall be recorded (i) the Commitment of each Noteholder, (ii) the amount of each Note purchased hereunder by each Noteholder, (iii) the date and amount of any principal or interest due and payable or to become due and payable from the Issuer to each Noteholder hereunder in respect of the Notes and (iv) both the date and amount of any sum received maintained by the Administrative Agent hereunder from the Issuer in respect of the Notes and each Noteholders Pro Rata Share thereof. The entries made in such records Lender shall be prima facie evidence absent manifest error of the existence and amounts amount of the obligations of Borrowings made by the Issuer therein recorded; provided that Lenders to the Borrower and the interest and payments thereon. Any failure or delay of any Noteholder or the Administrative Agent in maintaining or making entries into any such to so record or any error therein in doing so shall not in any manner not, however, limit or otherwise affect the obligation of the Issuer Borrower hereunder to repay pay any amount owing with respect to the Notes (both principal and unpaid accrued interest) of such Noteholder in accordance with the terms of this AgreementObligations. In the event of any conflict between the accounts and records maintained by any Noteholder Xxxxxx and the accounts and records of the Administrative Agent in respect of such entriesmatters, the accounts and records of the Administrative Agent shall control in the absence of manifest error.
(b) Upon the request of any Xxxxxx made through the Administrative Agent, the Borrower shall execute and deliver to such Lender (through the Administrative Agent) a Note payable to such Lender, which shall evidence the relevant Class of such Xxxxxx’s Loans in addition to such accounts or records. Notwithstanding Each Lender may attach schedules to its Note and endorse thereon the foregoingdate, Type (if applicable), amount and maturity of its Loans and payments with respect thereto.
(c) Entries made in good faith by the Administrative Agent in the Register pursuant to Section 2.13(a), and by each Lender in its account or accounts pursuant to Section 2.13(a), shall be prima facie evidence of the amount of principal and interest due and payable or to become due and payable from the 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 Loan 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 act as, limit or be deemed to act as, transfer agent or registrar under Article 8 otherwise affect the obligations of the UCC or Section 17A(c) of Borrower under this Agreement and the Exchange Act hereunder or under any other Note DocumentLoan Documents.
Appears in 1 contract
Evidence of Indebtedness. Each Noteholder (a) The Credit Extensions made by each Lender shall maintain in accordance with its usual practice appropriate be evidenced by one or more accounts or records evidencing the Indebtedness of the Issuer to such Noteholder resulting from each Note purchased maintained by such Noteholder from time to timeLender and evidenced by one or more entries in the Register maintained by the Administrative Agent, including acting solely for purposes of Treasury Regulation Section 5f.103-1(c), as a non- fiduciary agent for the amounts Borrower, in each case in the ordinary course of principal and interest payable thereon and paid to such Noteholder from time to time under this Agreementbusiness. The Administrative Agent shall maintain appropriate records in which shall be recorded (i) the Commitment of each Noteholder, (ii) the amount of each Note purchased hereunder by each Noteholder, (iii) the date and amount of any principal or interest due and payable or to become due and payable from the Issuer to each Noteholder hereunder in respect of the Notes and (iv) both the date and amount of any sum received Register maintained by the Administrative Agent hereunder from the Issuer in respect of the Notes and accounts or records maintained by each Noteholders Pro Rata Share thereof. The entries made in such records Lender shall be prima facie evidence absent manifest error of the existence and amounts amount of the obligations of Credit Extensions made by the Issuer therein recorded; provided that Lenders to the Borrower and the interest and payments thereon. Any failure or delay of any Noteholder or the Administrative Agent in maintaining or making entries into any such to so record or any error therein in doing so shall not in any manner not, however, limit or otherwise affect the obligation of the Issuer Borrower hereunder to repay pay any amount owing with respect to the Notes (both principal and unpaid accrued interest) of such Noteholder in accordance with the terms of this AgreementObligations. In the event of any conflict between the accounts and records maintained by any Noteholder Xxxxxx and the accounts and records of Register maintained by the Administrative Agent in respect of such entriesmatters, the accounts and records of Register maintained by the Administrative Agent shall control in the absence of manifest error. Notwithstanding the foregoing.
(b) Subject to Section 10.07(d), entries made in good faith by the Administrative Agent in the Register pursuant to Section 2.11(a) and by each Lender in its account or accounts pursuant to Section 2.11(a) shall be prima facie evidence of the amount of principal and stated interest due and payable or to become due and payable from the 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 Loan 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 act as, limit or be deemed to act as, transfer agent or registrar under Article 8 otherwise affect the obligations of the UCC or Section 17A(c) of Borrower under this Agreement and the Exchange Act hereunder or under any other Note DocumentLoan Documents.
Appears in 1 contract
Samples: Credit Agreement