Lender Register. The Borrower hereby designates the Administrative Agent to serve as its agent, solely for purposes of this Section 11.15, to maintain a register (the “Lender Register”) on or in which it will record the names and addresses of the Lenders, and the Commitments from time to time of each of the Lenders, the Loans made to the Borrower by each of the Lenders and each repayment and prepayment in respect of the principal amount of such Loans of each such Lender. Failure to make any such recordation, or (absent manifest error) any error in such recordation, shall not affect the Borrower’s obligations in respect of such Loans. With respect to any Lender, the transfer of the Commitment of such Lender and the rights to the principal of, and interest on, any Loan made pursuant to such Commitment shall not be effective until such transfer is recorded on the Lender Register maintained by the Administrative Agent with respect to ownership of such Commitment and Loans and prior to such recordation all amounts owing to the transferor with respect to such Commitment and Loans shall remain owing to the transferor. The registration of assignment or transfer of all or part of any Commitments and Loans shall be recorded by the Administrative Agent on the Lender Register only upon the acceptance by the Administrative Agent of a properly executed and delivered Assignment Agreement pursuant to Section 11.4(c). The Borrower agrees to indemnify the Administrative Agent from and against any and all losses, claims, damages and liabilities of whatsoever nature that may be imposed on, asserted against or incurred by the Administrative Agent in performing its duties under this Section 11.15, except to the extent attributable to the gross negligence or willful misconduct of the Administrative Agent. The Lender Register shall be available for inspection by the Borrower or any Lender at any reasonable time and from time to time upon reasonable prior notice.
Lender Register. The Borrower hereby designates the Administrative Agent to serve as its agent, solely for purposes of this section 12.16, to maintain a register (the "LENDER REGISTER") on or in which it will record the names and addresses of the Lenders, and the Commitments from time to time of each of the Lenders, the Loans made to the Borrower by each of the Lenders and each repayment and prepayment in respect of the principal amount of such Loans of each such Lender. Failure to make any such recordation, or (absent manifest error) any error in such recordation, shall not affect the Borrower's obligations in respect of such Loans. With respect to any Lender, the transfer of the Commitment of such Lender and the rights to the principal of, and interest on, any Loan made pursuant to such Commitment shall not be effective until such transfer is recorded on the Lender Register maintained by the Administrative Agent with respect to ownership of such Commitment and Loans and prior to such recordation all amounts owing to the transferor with respect to such Commitment and Loans shall remain owing to the transferor. The registration of assignment or transfer of all or part of any Commitments and Loans shall be recorded by the Administrative Agent on the Lender Register only upon the acceptance by the Administrative Agent of a properly executed and delivered Assignment Agreement pursuant to section 12.4
Lender Register. 89 ANNEX I -- Commitments ANNEX II -- Lender and Agent Addresses ANNEX III -- Government Approvals ANNEX IV -- Subsidiaries ANNEX V -- Properties ANNEX VI -- Existing Indebtedness ANNEX VII -- Insurance Policies ANNEX VIII -- Existing Liens ANNEX IX -- Existing Investments ANNEX X -- Litigation ANNEX XI -- Consolidated EBITDA Adjustments ANNEX XII -- Employee Benefit Plans ANNEX XIII -- Environmental Matters EXHIBIT A -- Form of Notice of Borrowing EXHIBIT B-1 -- Form of Term Note EXHIBIT B-2 -- Form of Revolving Note EXHIBIT C -- Form of Letter of Credit Request EXHIBIT D -- Form of Section 4.04 Certificate EXHIBIT E-1 -- Form of Opinion of Weil, Gotshal & Xxxxxx, LLP EXHIBIT E-2 -- Form of Opinion of White & Case EXHIBIT F -- Form of Officers' Certificate EXHIBIT G -- Form of Subsidiary Guaranty EXHIBIT H -- Form of Pledge Agreement EXHIBIT I -- Form of Security Agreement EXHIBIT J -- Form of Consent Letter EXHIBIT K -- Form of Assignment Agreement (iv) CREDIT AGREEMENT, dated as of June 25, 1997, among NORTH ATLANTIC TRADING COMPANY, INC. (formerly known as North Atlantic Trading Acquisition Company, Inc.), a Delaware corporation, the lenders from time to time party hereto (each, a "Lender" and, collectively, the "Lenders"), GLEACHER NATWEST, INC., as Arranging Agent (the "Arranging Agent"), and NATIONAL WESTMINSTER BANK PLC, as Administrative Agent (the "Administrative Agent" and together with the Arranging Agent, collectively, the "Agents"). Unless otherwise defined herein, all capitalized terms used herein and defined in Section 10 are used herein as so defined.
Lender Register. 75 12.17. Limitations on Liability of the Letter of Credit Issuers.......................................76 12.18.
Lender Register. The Borrower hereby designates the Administrative Agent to serve as its agent, solely for purposes of this section 12.16, to maintain a register (the "LENDER REGISTER") on or in which it will record the names and addresses of the Lenders, and the Commitments from time to time of each of the Lenders, the Loans made to the Borrower by each of the Lenders and each repayment and prepayment in respect of the principal amount of such Loans of each such Lender. Failure to make any such recordation, or (absent manifest error) any error in such recordation, shall not affect the Borrower's obligations in respect of such Loans. With respect to any Lender, the transfer of the Commitment of such Lender and the rights to the principal of, and interest on, any Loan made pursuant to such Commitment shall not be effective until such transfer is recorded on the Lender Register maintained by the Administrative Agent
Lender Register. The Borrower hereby designates the Agent to ---------------- serve as its agent, solely for purposes of this Section 11.15, to maintain a register (the "Lender Register") on which it will record the percentage interest of each Lender in the Loan and each repayment in respect of the principal amount of the Loan. Failure to make any such recordation, or any error in such recordation, shall not affect the Borrower's obligations in respect of the Loan. With respect to any Lender, the transfer of the rights to the principal of, and interest on, the Loan shall not be effective until such transfer is recorded on the Lender Register maintained by the Agent with respect to ownership of the Loan and prior to such recordation all amounts owing to the transferor with respect to the Loan shall remain owing to the transferor. The registration of assignment or transfer of all or part of the Loan shall be recorded by the Agent on the Lender Register only upon the acceptance by the Agent of a properly executed and delivered assignment agreement pursuant to Section 11.04(b). The Borrower agrees to indemnify the Agent from and against any and all losses, claims, damages and liabilities of whatsoever nature which may be imposed on, asserted against or incurred by the Agent in performing its duties under this Section 11.15 other than those resulting from the Agent's willful misconduct or gross negligence.
Lender Register. 49 ANNEX I - Commitments ANNEX II - Lender Addresses ANNEX III - Subsidiaries EXHIBIT A-1 - Form of Notice of Borrowing EXHIBIT A-2 - Form of Notice of Competitive Bid Borrowing EXHIBIT B-1 - Form of Revolving Note EXHIBIT B-2 - Form of Competitive Bid Note EXHIBIT C - Form of Section 3.04 Certificate EXHIBIT D - Opinion of General Counsel to Borrowers EXHIBIT E - Form of Officers' Certificate EXHIBIT F - Form of Financial Guaranty Insurance Policy EXHIBIT G - Form of Assignment Agreement EXHIBIT H - Form of Commitment Assumption Agreement EXHIBIT I - Form of DB Assumption Agreement EXHIBIT J - Form of Lender's Opinions EXHIBIT K - Form of Opinion of Designated Borrower's Counsel EXHIBIT L - Form of Opinion of Counsel to Corp.
Lender Register. The Borrower hereby designates the Administrative Agent to serve as its agent, solely for purposes of this section 12.16, to retain a copy of each Assignment Agreement delivered to and accepted by it and to maintain a register (the "LENDER REGISTER") on or in which it will record the names and addresses of the Lenders, and the Commitments from time to time of each of the Lenders, the Loans made to the Borrower by each of the Lenders and each repayment and prepayment in respect of the principal amount of such Loans of each such Lender. Failure to make any such recordation, or (absent manifest error) any error in such recordation, shall not affect the Borrower's obligations in respect of such Loans. With respect to any
Lender Register. The Borrower hereby designates the Administrative Agent to serve as its agent, solely for purposes of this Section 12.15, to maintain a register (the “Lender Register”) on or in which it will record the names and addresses of the Lenders, and the Commitments from time to
Lender Register. 77 ANNEX I -- Commitments ANNEX II -- Bank Addresses ANNEX III -- Government Approvals ANNEX IV -- Subsidiaries ANNEX V -- Properties ANNEX VI -- Existing Indebtedness ANNEX VII -- Insurance Policies ANNEX VIII -- Existing Liens ANNEX IX -- Management Fees EXHIBIT A -- Form of Notice of Borrowing EXHIBIT B -- Form of Note EXHIBIT C-1 -- Form of Winston & Straxx Xxxnion EXHIBIT C-2 -- Form of White & Case Opinion EXHIBIT D -- Form of Officers Certificate EXHIBIT E -- Form of Holdings TL Guaranty EXHIBIT F -- Form of Amendment To Borrower Pledge Agreement EXHIBIT G -- Form of Amendment to Security Agreement EXHIBIT H -- Form of Amendment to Holdings Pledge Agreement EXHIBIT I -- Solvency Letter EXHIBIT J -- Adjusted EBITDA EXHIBIT K -- Assignment Agreement
