Common use of Registered Form Clause in Contracts

Registered Form. Notwithstanding anything to the contrary contained in this Agreement or any other Loan Document, the Note is, and any other promissory notes issued under the Loan Documents shall be, registered as to both principal and any stated interest. Lender or Servicer, acting for this purpose solely as a non-fiduciary agent of Bxxxxxxx, shall maintain a register (the “Register”) for the recordation of the name and address of each Lender, the outstanding principal, accrued and unpaid interest and other fees due it hereunder (any such amount a “Borrower Obligation”) and whether such Lender is the original Lender or an assignee pursuant to an assignment permitted under this Agreement. The Register shall be made available for inspection by Borrower or any Lender at any reasonable time and from time to time upon reasonable prior notice. The entries in the Register shall be conclusive, absent manifest error, and Bxxxxxxx and Lender shall treat the Person whose name is recorded in the Register pursuant to the terms hereof as the owner of any Borrower Obligation held by such holder, as indicated in the Register, for all purposes of this Agreement. The Register is intended to be maintained in such a manner as to cause the Note to be considered to be in registered form for purposes of Section 163(f) of the IRS Code. Each Lender that sells a participation shall, acting solely for this purpose as a non-fiduciary agent of Borrower, maintain a register on which it enters the name and address of each participant and the principal amounts (and stated interest) of each participant’s interest in the Loan or other obligations under the Loan Documents (the “Participant Register”); provided that no Lender shall have any obligation to disclose all or any portion of the Participant Register (including the identity of any participant or any information relating to a participant’s interest in any commitments, loans, letters of credit or its other obligations under any Loan Document) to any Person 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 the Participant Register shall be conclusive absent manifest error, and such Lender shall treat each Person whose name is recorded in the Participant Register as the owner of such participation for all purposes of this Agreement.

Appears in 4 contracts

Samples: Loan Agreement (Industrial Logistics Properties Trust), Loan Agreement (Industrial Logistics Properties Trust), Mezzanine Loan Agreement (Industrial Logistics Properties Trust)

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Registered Form. Notwithstanding anything to the contrary contained in this Agreement or any other Loan Document, the Note is, and any other promissory notes issued under the Loan Documents shall be, registered as to both principal and any stated interest. Lender or Servicer, acting for this purpose solely as a non-fiduciary agent of BxxxxxxxXxxxxxxx, shall maintain a register (the “Register”) for the recordation of the name and address of each Lender, the outstanding principal, accrued and unpaid interest and other fees due it hereunder (any such amount a “Borrower Obligation”) and whether such Lender is the original Lender or an assignee pursuant to an assignment permitted under this Agreement. The Register shall be made available for inspection by Borrower or any Lender at any reasonable time and from time to time upon reasonable prior notice. The entries in the Register shall be conclusive, absent manifest error, and Bxxxxxxx Xxxxxxxx and Lender shall treat the Person whose name is recorded in the Register pursuant to the terms hereof as the owner of any Borrower Obligation held by such holder, as indicated in the Register, for all purposes of this Agreement. The Register is intended to be maintained in such a manner as to cause the Note to be considered to be in registered form for purposes of Section 163(f) of the IRS Code. Each Lender that sells a participation shall, acting solely for this purpose as a non-fiduciary agent of Borrower, maintain a register on which it enters the name and address of each participant and the principal amounts (and stated interest) of each participant’s interest in the Loan or other obligations under the Loan Documents (the “Participant Register”); provided that no Lender shall have any obligation to disclose all or any portion of the Participant Register (including the identity of any participant or any information relating to a participant’s interest in any commitments, loans, letters of credit or its other obligations under any Loan Document) to any Person 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 the Participant Register shall be conclusive absent manifest error, and such Lender shall treat each Person whose name is recorded in the Participant Register as the owner of such participation for all purposes of this Agreement.

Appears in 3 contracts

Samples: Mezzanine Loan Agreement (Industrial Logistics Properties Trust), Mezzanine Loan Agreement (Industrial Logistics Properties Trust), Loan Agreement (Industrial Logistics Properties Trust)

Registered Form. Notwithstanding anything to the contrary contained in this Agreement or any other Loan Document, the Note is, and any other promissory notes issued under the Loan Documents shall be, registered as to both principal and any stated interest. Lender or The Servicer, acting for this purpose solely as a non-fiduciary agent of BxxxxxxxBorrower, shall maintain a register record that identifies each owner (including successors and assignees) of an interest in the “Register”) for the recordation of Loan, including the name and address of the owner, and each Lenderowner’s rights to principal and stated interest (the “Loan Register”), and shall record all transfers of an interest in the outstanding principalLoan, accrued and unpaid interest and other fees due it hereunder including each assignment, in the Loan Register. Transfers of interests in the Loan (any such amount a “Borrower Obligation”including assignments) and whether such Lender is the original Lender or an assignee pursuant to an assignment permitted under this Agreement. The Register shall be made available for inspection by Borrower or any Lender at any reasonable time and from time subject to time upon reasonable prior notice. The entries the applicable conditions set forth in the Loan Documents with respect thereto and Servicer will update the Loan Register shall be conclusiveto reflect the transfer. Furthermore, absent manifest error, and Bxxxxxxx and Lender shall treat the Person whose name is recorded in the Register pursuant to the terms hereof as the owner of any Borrower Obligation held by such holder, as indicated in the Register, for all purposes of this Agreement. The Register is intended to be maintained in such a manner as to cause the Note to be considered to be in registered form for purposes of Section 163(f) of the IRS Code. Each each Lender that sells a participation shall, acting solely for this purpose as a non-fiduciary agent of Borrower, maintain a register on which it enters the name and address of each participant and the principal amounts (and stated interest) interest of each participant’s interest in the Loan or other obligations under the Loan Documents (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 interest in any commitments, loans, letters of credit or its other obligations under any Loan Documentinterest) to any Person 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 U.S. Department of Treasury Regulationsregulations. The entries in the Loan Register and Participant Register shall be conclusive absent manifest errorconclusive. The Borrower, the Lenders and the Servicer may treat each Person whose name is recorded in the Loan Register pursuant to the terms hereof as a Lender hereunder for all purposes of this Agreement, and such Lender shall the Borrower, the Lenders and the Servicer may treat each Person whose name is recorded in the Participant Register pursuant to the terms hereof as the owner of such participation for all purposes of this Agreement. Failure to make any such recordation, or any error in such recordation, however, shall not affect Borrower’s obligations in respect of the Loan. Borrower acknowledges that the Notes are in registered form and may not be transferred except by register.

Appears in 2 contracts

Samples: Mezzanine Loan Agreement (Morgans Hotel Group Co.), Mezzanine Loan Agreement (Morgans Hotel Group Co.)

Registered Form. Notwithstanding anything to the contrary contained in this Agreement or any other Loan Document, the This Note is, and any other promissory notes issued under the Loan Documents shall be, registered as to both principal and any stated interest. Lender or Servicer, acting for this purpose solely as a non-fiduciary agent of Bxxxxxxx, shall maintain a register (the “Register”) for the recordation of the name and address of each Lender, the outstanding principal, accrued and unpaid interest and other fees due it hereunder (any such amount a “Borrower Obligation”) and whether such Lender is the original Lender or an assignee pursuant to an assignment permitted under this Agreement. The Register shall be made available for inspection by Borrower or any Lender at any reasonable time and from time to time upon reasonable prior notice. The entries in the Register shall be conclusive, absent manifest error, and Bxxxxxxx and Lender shall treat the Person whose name is recorded in the Register pursuant to the terms hereof as the owner of any Borrower Obligation held by such holder, as indicated in the Register, for all purposes of this Agreement. The Register is intended to be maintained in “registered form” for purposes of Sections 871(h), 881(c) and 163(f) of the Internal Revenue Code, so that interest thereon qualifies as “portfolio interest” under Sections 871(h) and 881(c) of the Internal Revenue Code. All payments in respect of the Note will be absolutely net to Lender, and made free and clear of any United States withholding tax. Borrower shall maintain, as its agent, the registrar and transfer agent identified below (the “Registration Agent”) which shall be required and authorized, as Xxxxxxxx’s agent, to receive notices of transfers of this Note and maintain a book entry register of such a manner transfers, as to cause the is necessary for this Note to be considered to be in registered form for purposes of Section Sections 871(h), 881(c) and 163(f) of the IRS Internal Revenue Code. Each Any transfer by Lender of the obligations evidenced by this Note to pay principal and interest shall not be effective unless and until written notice of such transfer has been delivered to the Registration Agent. Such written notice may be in any form (including without limitation in the form of a copy of an assignment agreement) provided that sells a participation shallthe notice identifies the transferor, acting solely the transferee, the transferee’s tax identification number, the transferee’s addresses for this purpose as a non-fiduciary agent of Borrowernotices and payments, maintain a register on which it enters the name and address of each participant and the principal amounts (effective date of transfer. This Note may not at any time be endorsed to, or made to the order of, bearer, nor may the Note be endorsed in blank. Concurrently herewith, pursuant to a separate agreement, Xxxxxxxx has appointed Clean Focus Management, LLC, a Delaware limited liability company and stated interest) an affiliate of each participantLender, as Borrower’s interest Registration Agent. Any written notice of transfer of this Note shall be effective only if and when delivered to the Registration Agent. Any attempt by Borrower to modify, condition, or revoke the appointment of Registration Agent as Xxxxxxxx’s agent pursuant to this Section 15 without Xxxxxx’s prior written consent shall be ineffective and shall constitute an event of default hereunder. Lender may condition its consent on Xxxxxxxx’s appointment of a successor Registration Agent acceptable to Lender on terms and conditions acceptable to Lender in Xxxxxx’s sole discretion. In the Loan or other obligations under the Loan Documents (the “Participant Register”)event that Registration Agent resigns, Xxxxxxxx shall appoint a successor Registration Agent; provided that no Lender shall have any obligation to disclose all or any portion of the Participant Register (including the identity of any participant or any information relating to a participant’s interest in any commitments, loans, letters of credit or its other obligations under any Loan Document) to any Person 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) successor Registration Agent and the terms and conditions of the United States Treasury Regulations. The entries in the Participant Register appointment Execution Form 9 Promissory Note / CFFC/ Coronus Energy and Borrower Entities shall be conclusive absent manifest error, subject to Xxxxxx’s prior written consent which consent may be granted or withheld in Xxxxxx’s sole discretion. Execution Form 10 Promissory Note / CFFC/ Coronus Energy and such Lender shall treat each Person whose name is recorded in the Participant Register as the owner of such participation for all purposes of this Agreement.Borrower Entities

Appears in 1 contract

Samples: Promissory Note (Coronus Solar Inc.)

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Registered Form. Notwithstanding anything to the contrary contained in this Agreement or any other Loan Document, the Note is, and any other promissory notes issued under the Loan Documents shall be, registered as to both principal and any stated interest. Lender Administrative Agent or Servicer, acting for this purpose solely as a non-fiduciary agent of Bxxxxxxx, shall maintain a register (the “Register”) for the recordation of the name and address of each Lender, the outstanding principal, accrued and unpaid interest and other fees due it hereunder (any such amount a “Borrower Obligation”) and whether such Lender is the original Lender or an assignee pursuant to an assignment permitted under this Agreement. The Register shall be made available for inspection by Borrower or any Lender at any reasonable time and from time to time upon reasonable prior notice. The entries in the Register shall be conclusive, absent manifest error, and Bxxxxxxx and Lender Administrative Agent shall treat the Person whose name is recorded in the Register pursuant to the terms hereof as the owner of any Borrower Obligation held by such holder, as indicated in the Register, for all purposes of this Agreement. The Register is intended to be maintained in such a manner as to cause the Note to be considered to be in registered form for purposes of Section 163(f) of the IRS Code. Each Lender that sells a participation shall, acting solely for this purpose as a non-fiduciary agent of Borrower, maintain a register on which it enters the name and address of each participant and the principal amounts (and stated interest) of each participant’s interest in the Loan or other obligations under the Loan Documents (the “Participant Register”); provided that no Lender shall have any obligation to disclose all or any portion of the Participant Register (including the identity of any participant or any information relating to a participant’s interest in any commitments, loans, letters of credit or its other obligations under any Loan Document) to any Person 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 the Participant Register shall be conclusive absent manifest error, and such Lender shall treat each Person whose name is recorded in the Participant Register as the owner of such participation for all purposes of this Agreement.

Appears in 1 contract

Samples: Loan Agreement (Industrial Logistics Properties Trust)

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