Common use of Records of Lenders Clause in Contracts

Records of Lenders. Each Lender shall maintain in accordance with its usual practice accounts evidencing Indebtedness of the Borrower to such Lender resulting from each Loan of such Lender from time to time, including the amounts of principal and interest payable and paid to such Lender from time to time under this Agreement. In addition, each Lender having sold a participation in any of its U.S. Secured Obligations or having identified an SPV as such to the Administrative Agent, acting as a non-fiduciary agent of the Borrower solely for Tax purposes and solely with respect to the actions described in this Section 2.14(a), shall establish and maintain at its address referred to in Annex IV (or at such other address as such Lender shall notify the Borrower) a record of ownership (a “Participant Register”), in which such Lender shall register by book entry (A) the name and address of each such participant and SPV (and each change thereto, whether by assignment or otherwise) and (B) the rights, interest or obligation of each such participant and SPV in any U.S. Secured Obligation, in any Commitment and in any right to receive any payment hereunder; provided that no Lender shall have any obligation to disclose all or any portion of the Participant Register to any Person (including the identity of any participant or any information relating to a participant’s interest in any commitments, loans, letters of credit or other obligations under any U.S. Loan Document) except to the extent that such disclosure is necessary to establish that such commitment, loan, letter of credit or other obligation is in registered form under Section 5f.103-1(c) of the United States Treasury Regulations. The entries in a Participant Register shall be conclusive absent manifest error, and such Lender shall treat each Person whose name is recorded in the applicable Participant Register as the owner of such participation for all purposes of this Agreement notwithstanding any notice to the contrary. For the avoidance of doubt, the Administrative Agent shall have no responsibility for maintaining a Participant Register.

Appears in 3 contracts

Samples: Credit Agreement (Hill International, Inc.), Credit Agreement (Hill International, Inc.), Credit Agreement (Hill International, Inc.)

AutoNDA by SimpleDocs

Records of Lenders. Each Lender shall maintain in accordance with its usual practice accounts evidencing Indebtedness of the Borrower to such Lender resulting from each Loan of such Lender from time to time, including the amounts of principal and interest payable and paid to such Lender from time to time under this Agreement. In addition, each Lender having sold a participation in any of its U.S. International Secured Obligations or having identified an SPV as such to the Administrative Agent, acting as a non-fiduciary agent of the Borrower solely for Tax purposes and solely with respect to the actions described in this Section 2.14(a), shall establish and maintain at its address referred to in Annex IV (or at such other address as such Lender shall notify the Borrower) a record of ownership (a “Participant Register”), in which such Lender shall register by book entry (A) the name and address of each such participant and SPV (and each change thereto, whether by assignment or otherwise) and (B) the rights, interest or obligation of each such participant and SPV in any U.S. International Secured Obligation, in any Commitment and in any right to receive any payment hereunder; provided that no Lender shall have any obligation to disclose all or any portion of the Participant Register to any Person (including the identity of any participant or any information relating to a participant’s interest in any commitments, loans, letters of credit or other obligations under any U.S. International Loan Document) except to the extent that such disclosure is necessary to establish that such commitment, loan, letter of credit or other obligation is in registered form under Section 5f.103-1(c) of the United States Treasury Regulations. The entries in a Participant Register shall be conclusive absent manifest error, and such Lender shall treat each Person whose name is recorded in the applicable Participant Register as the owner of such participation for all purposes of this Agreement notwithstanding any notice to the contrary. For the avoidance of doubt, the Administrative Agent shall have no responsibility for maintaining a Participant Register.

Appears in 2 contracts

Samples: Credit Agreement (Hill International, Inc.), Credit Agreement (Hill International, Inc.)

Records of Lenders. Each Lender shall maintain in accordance with its usual practice accounts evidencing Indebtedness of the Borrower to such Lender resulting from each Loan of such Lender from time to timeLender, including the amounts of principal and interest payable and paid to such Lender from time to time under this Agreement. In addition, each Lender having sold a participation in any of its U.S. Secured Obligations or having identified an SPV as such to the Administrative Agent, acting as a non-fiduciary agent of the Borrower solely for Tax purposes this purpose and solely with respect to the actions described in this Section 2.14(a)for tax purposes, shall establish and maintain at its address referred to in Annex IV Section 10.11 (or at such other address as such Lender shall notify the Borrower) a record of ownership (a “Participant Register”)ownership, in which such Lender shall register by book entry (Ai) the name and address of each such participant and SPV (and each change thereto, whether by assignment or otherwise) and (Bii) the rights, interest or obligation of each such participant and SPV in any U.S. Secured Obligation, in any Commitment Obligation and in any right to receive any payment hereunderhereunder (such records, the "Participant Register"); provided that no Lender shall have any obligation to disclose all or any portion of the Participant Register to any Person (including the identity of any participant or any information relating to a participant’s 's interest in any commitments, loans, letters of credit Loans or its other obligations under Obligations) to any U.S. Loan Document) Person except to the extent that such disclosure is necessary to establish that such commitment, loan, letter the an Indebtedness of credit or other obligation the Borrower is in "registered form under Section 5f.103-1(c) of the United States Treasury Regulations. The entries in a Participant Register shall be conclusive absent manifest error, and such Lender shall treat each Person whose name is recorded in the applicable Participant Register as the owner of such participation form" for all purposes of this Agreement notwithstanding any notice to the contrarytax purposes. For the avoidance of doubt, at no time shall the Administrative Agent shall have no any obligation or responsibility for maintaining a Participant Register.

Appears in 1 contract

Samples: Second Lien Loan Agreement (Cinedigm Corp.)

AutoNDA by SimpleDocs

Records of Lenders. Each Lender shall maintain in accordance with its usual practice accounts evidencing Indebtedness of the Borrower to such Lender resulting from each Loan of such Lender from time to time, including the amounts of principal and interest payable and paid to such Lender from time to time under this Agreement. In addition, each Lender having sold a participation in any of its U.S. Secured Obligations or having identified an SPV as such to the Administrative Agent, acting as a non-fiduciary agent of the Borrower solely for Tax purposes this purpose and solely with respect to the actions described in this Section 2.14(a)for U.S. federal income tax purposes, shall establish and maintain at its address referred to in Annex IV Section 11.11 (or at such other address as such Lender shall notify the Borrower) a record of ownership (a “Participant Register”)ownership, in which such Lender shall register by book entry (A) the name and address of each such participant and SPV (and each change thereto, whether by assignment or otherwise) and (B) the rights, interest or obligation of each such participant and SPV in any U.S. Secured Obligation, in any Commitment and in any right to receive any payment hereunder; provided that no Lender shall have any obligation to disclose all or any portion of the Participant Register such information to any Person (including the identity of any participant SPV or Person who purchases a participation in any Obligation or any information relating to either the SPV’s or Person who purchases a participantparticipation’s interest in any commitmentsCommitments, loansLoans, letters of credit L/C Obligations or its other obligations under any U.S. Loan Document) except to the extent that the relevant parties, in good faith, determine that such disclosure is necessary to establish that such commitmentinterest in a Commitment, loanLoan, letter of credit L/C Obligation or other obligation is in registered form form” under Section 5f.103-1(c163(f), 871(h)(2) and 881(c)(2) of the United States Treasury RegulationsCode and any related regulations (and any successor provisions). Unless otherwise required by the IRS, any disclosure required by the foregoing sentence shall be made by the relevant Lender directly and solely to the IRS. The entries in the records maintained by a Participant Register Lender shall be conclusive and binding absent manifest error, and such Lender shall treat each Person whose name is recorded in the applicable Participant Register their records as the owner of such participation interest in any Commitments, Loans, L/C Obligations or other obligations under any Loan Document for all purposes of this Agreement notwithstanding any notice to the contrary. For the avoidance of doubt, the Administrative Agent shall have no responsibility for maintaining a Participant Register.

Appears in 1 contract

Samples: Credit Agreement (Alere Inc.)

Draft better contracts in just 5 minutes Get the weekly Law Insider newsletter packed with expert videos, webinars, ebooks, and more!