Common use of Repayment Evidence of Debt Clause in Contracts

Repayment Evidence of Debt. (a) The Borrowers hereby jointly and severally unconditionally promise to pay (i) to the Administrative Agent for the account of each Revolving Lender the then unpaid principal amount of each Revolving Loan (other than Extended Loans) on the Maturity Date, and each Extended Loan in respect of each Extension Series, on the relevant maturity date for such Extension Series of Extended Commitments, (ii) to the Administrative Agent the then unpaid amount of each Protective Advance on the earlier of the Maturity Date and demand by the Administrative Agent, and (iii) to the Administrative Agent the then unpaid principal amount of each Overadvance on the earlier of the Maturity Date and the thirtieth (30th) day after such Overadvance is made (unless such date is extended by the Administrative Agent, in its sole discretion). (b) During any Cash Dominion Trigger Period, on each Business Day, the Administrative Agent shall apply all funds credited to the Collection Account on the immediately preceding Business Day (at the discretion of the Administrative Agent, whether or not immediately available) first to prepay any Protective Advances and Overadvances that may be outstanding, pro rata, and second to prepay the Revolving Loans (including Swingline Loans) and to cash collateralize outstanding LC Exposure. Notwithstanding the foregoing, to the extent any funds credited to the Collection Account constitute (i) Net Proceeds, the application of such Net Proceeds shall be subject to Section 2.12(c) or (ii) Tax and Trust Funds that have been deposited in an Excluded Account, the Administrative Agent shall remit such amounts as directed by the Administrative Borrower in writing. (c) Each Lender shall maintain in accordance with its usual practice an account or accounts evidencing the Indebtedness of each Borrower to such Lender resulting from each Loan made by such Lender, including the amounts of principal and interest payable and paid to such Lender from time to time hereunder. (d) The Administrative Agent shall maintain accounts in which it shall record (i) the amount of each Loan made hereunder, the Class and Type thereof and the Interest Period applicable thereto, (ii) the amount of any principal or interest due and payable or to become due and payable from each Borrower to each Lender hereunder and (iii) the amount of any sum received by the Administrative Agent hereunder for the account of the Lenders and each Lender’s share thereof. (e) The Register and the corresponding entries made in the accounts maintained pursuant to paragraph (c) or (d) of this Section shall be prima facie evidence of the existence and amounts of the obligations recorded therein; provided that the failure of any Lender or the Administrative Agent to maintain such accounts or any error therein shall not in any manner affect the joint and several obligation of the Borrowers to repay the Loans in accordance with the terms of this Agreement. (f) Any Lender may request that Loans made by it be evidenced by a promissory note. In such event, the Borrowers shall prepare, execute and deliver to such Lender a promissory note payable to such Lender (or, if requested by such Lender, to such Lender and its registered assigns) and in a form approved by the Administrative Agent. Thereafter, the Loans evidenced by such promissory note and interest thereon shall at all times (including after assignment pursuant to Section 9.04) be represented by one or more promissory notes in such form.

Repayment Evidence of Debt. (a) The Borrowers hereby jointly and severally unconditionally promise to pay (i) to the Administrative Agent for the account of each Revolving Lender the then unpaid principal amount of each Revolving Loan (other than Extended Loans) on the Maturity Date, and each Extended Loan in respect of each Extension Series, on the relevant maturity date for such Extension Series of Extended Commitments, (ii) to the Administrative Agent the then unpaid amount of each Protective Advance on the earlier of the Maturity Date and demand by the Administrative Agent, and (iii) to the Administrative Agent the then unpaid principal amount of each Overadvance on the earlier of the Maturity Date and the thirtieth (30th) day after such Overadvance is made (unless such date is extended by the Administrative Agent, in its sole discretion). (b) During any Cash Dominion Trigger Period, on each Business Day, the Administrative Agent shall apply all funds credited to the Collection Account on the immediately preceding Business Day (at the discretion of the Administrative Agent, whether or not immediately available) first to prepay any Protective Advances and Overadvances that may be outstanding, pro rata, and second to prepay the Revolving Loans (including Swingline Loans) and third to the extent required hereunder, to cash collateralize outstanding LC Exposure. Notwithstanding the foregoing, to the extent any funds credited to the Collection Account constitute (i) Net Proceeds, the application of such Net Proceeds shall be subject to Section 2.12(c) or (ii) Tax and Trust Funds that have been deposited in an Excluded Account, the Administrative Agent shall remit such amounts as directed by the Administrative Borrower in writing. (c) Each Lender shall maintain in accordance with its usual practice an account or accounts evidencing the Indebtedness of each Borrower to such Lender resulting from each Loan made by such Lender, including the amounts of principal and interest payable and paid to such Lender from time to time hereunder. (d) The Administrative Agent shall maintain accounts in which it shall record (i) the amount of each Loan made hereunder, the Class and Type thereof and the Interest Period applicable thereto, (ii) the amount of any principal or interest due and payable or to become due and payable from each Borrower to each Lender hereunder and (iii) the amount of any sum received by the Administrative Agent hereunder for the account of the Lenders and each LenderLxxxxx’s share thereof. (e) The Register and the corresponding entries made in the accounts maintained pursuant to paragraph clause (c) or clause (d) of this Section shall be prima facie evidence of the existence and amounts of the obligations recorded therein; provided that the failure of any Lender or the Administrative Agent to maintain such accounts or any error therein shall not in any manner affect the joint and several obligation of the Borrowers to repay the Loans in accordance with the terms of this Agreement. (f) Any Lender may request that Loans made by it be evidenced by a promissory note. In such event, the Borrowers shall prepare, execute and deliver to such Lender a promissory note payable to such Lender (or, if requested by such Lender, to such Lender and its registered assigns) and in a form approved by the Administrative Agent. Thereafter, the Loans evidenced by such promissory note and interest thereon shall at all times (including after assignment pursuant to Section 9.04) be represented by one or more promissory notes in such form.

Repayment Evidence of Debt. (a) The Borrowers Borrower hereby jointly and severally unconditionally promise promises to pay (i) to the Administrative Agent for the account of each Revolving Lender the then unpaid principal amount of each Revolving Loan (other than Extended Loans) on the Maturity Date, Date in the currency of such Loan and each Extended Loan in respect of each Extension Series, on the relevant maturity date for such Extension Series of Extended Commitments, (ii) to the Administrative Agent the then unpaid amount of each Protective Advance on the earlier of the Maturity Date and demand by the Administrative Agent, and (iii) to the Administrative Agent Swingline Lender the then unpaid principal amount of each Overadvance Swingline Loan on the earlier of the Maturity Date and the thirtieth (30th) day fifth Business Day after such Overadvance Swingline Loan is made (unless made; provided that on each date that a Revolving Borrowing is made, the Borrower shall repay all Swingline Loans then outstanding and the proceeds of any such date is extended Borrowing shall be applied by the Administrative Agent, in its sole discretion)Agent to repay any Swingline Loans outstanding. (b) During any Cash Dominion Trigger Period, on each Business Day, the Administrative Agent shall apply all funds credited to the Collection Account on the immediately preceding Business Day (at the discretion of the Administrative Agent, whether or not immediately available) first to prepay any Protective Advances and Overadvances that may be outstanding, pro rata, and second to prepay the Revolving Loans (including Swingline Loans) and to cash collateralize outstanding LC Exposure. Notwithstanding the foregoing, to the extent any funds credited to the Collection Account constitute (i) Net Proceeds, the application of such Net Proceeds shall be subject to Section 2.12(c) or (ii) Tax and Trust Funds that have been deposited in an Excluded Account, the Administrative Agent shall remit such amounts as directed by the Administrative Borrower in writing. (c) Each Lender shall maintain in accordance with its usual practice an account or accounts evidencing the Indebtedness indebtedness of each the Borrower to such Lender resulting from each Loan made by such Lender, including the amounts of principal and interest payable and paid to such Lender from time to time hereunder. (dc) The Administrative Agent shall maintain accounts in which it shall record (i) the amount of each Loan made hereunder, the Class Class, Agreed Currency and Type thereof and the Interest Period applicable thereto, (ii) the amount of any principal or interest due and payable or to become due and payable from each the Borrower to each Lender hereunder and (iii) the amount of any sum received by the Administrative Agent hereunder for the account of the Lenders and each Lender’s 's share thereof. (ed) The Register and the corresponding entries made in the accounts maintained pursuant to paragraph paragraphs (cb) or (dc) of this Section shall be prima facie evidence of the existence and amounts of the obligations recorded therein; provided that the failure of any Lender or the Administrative Agent to maintain such accounts or any error therein shall not in any manner affect the joint and several obligation of the Borrowers to repay the Loans in accordance with the terms of this AgreementObligations. (fe) Any Lender may request that Loans made by it be evidenced by a promissory note. In such event, the Borrowers Borrower shall prepare, execute and deliver to such Lender a promissory note payable to such Lender (or, if requested by such Lender, to such Lender and its registered assigns) and in a form approved by the Administrative Agent. Thereafter, the Loans evidenced by such promissory note and interest thereon shall at all times (including after assignment pursuant to Section 9.04) be represented by one or more promissory notes in such form.

Repayment Evidence of Debt. (a) The Borrowers Borrower hereby jointly and severally unconditionally promise promises to pay (i) to the Administrative Agent for the account of each Revolving Lender the then unpaid principal amount of each Revolving Loan (other than Extended Loans) on the Maturity Date, and each Extended Loan in respect of each Extension Series, on the relevant maturity date for such Extension Series of Extended Commitments, (ii) to the Administrative Agent the then unpaid amount of each Protective Advance on the earlier of the Maturity Date and demand by the Administrative Agent, and (iii) to the Administrative Agent the then unpaid principal amount of each Overadvance on the earlier of the Maturity Date and the thirtieth (30th) day after such Overadvance is made (unless such date is extended by the Administrative Agent, in its sole discretion). (b) During any Cash Dominion Trigger Period, on each Business Day, the Administrative Agent shall apply all funds credited to the Collection Account on the immediately preceding Business Day (at the discretion of the Administrative Agent, whether or not immediately available) first to prepay any Protective Advances and Overadvances that may be outstanding, pro rata, and second to prepay the Revolving Loans (including Swingline Loans) and to cash collateralize US 4894648v.16 outstanding LC Exposure. Notwithstanding the foregoing, to the extent any funds credited to the Collection Account constitute (i) Net Proceeds, the application of such Net Proceeds shall be subject to Section 2.12(c) or (ii) Tax and Trust Funds that have been deposited in an Excluded Account, the Administrative Agent shall remit such amounts as directed by the Administrative Borrower in writing. (c) Each Lender shall maintain in accordance with its usual practice an account or accounts evidencing the Indebtedness of each the Borrower to such Lender resulting from each Loan made by such Lender, including the amounts of principal and interest payable and paid to such Lender from time to time hereunder. (d) The Administrative Agent shall maintain accounts in which it shall record (i) the amount of each Loan made hereunder, the Class and Type thereof and the Interest Period applicable thereto, (ii) the amount of any principal or interest due and payable or to become due and payable from each the Borrower to each Lender hereunder and (iii) the amount of any sum received by the Administrative Agent hereunder for the account of the Lenders and each Lender’s share thereof. (e) The Register and the corresponding entries made in the accounts maintained pursuant to paragraph (c) or (d) of this Section shall be prima facie evidence of the existence and amounts of the obligations recorded therein; provided that the failure of any Lender or the Administrative Agent to maintain such accounts or any error therein shall not in any manner affect the joint and several obligation of the Borrowers Borrower to repay the Loans in accordance with the terms of this Agreement. (f) Any Lender may request that Loans made by it be evidenced by a promissory note. In such event, the Borrowers Borrower shall prepare, execute and deliver to such Lender a promissory note payable to such Lender (or, if requested by such Lender, to such Lender and its registered assigns) and in a form approved by the Administrative Agent. Thereafter, the Loans evidenced by such promissory note and interest thereon shall at all times (including after assignment pursuant to Section 9.04) be represented by one or more promissory notes in such form.

Repayment Evidence of Debt. (a) The Borrowers hereby jointly and severally unconditionally promise to Company shall pay accrued but unpaid interest under the Facilities semi-annually in arrears, on the first Business Day (each, a “Payment Date”) on or after (i) to the Administrative Agent for the account April 26 and (ii) October 26 of each Revolving Lender year, commencing with the then unpaid principal amount of first Payment Date occurring after the first Borrowing Date (each Revolving Loan (other than Extended Loans) such period starting on the day after each Payment Date and running through the next Payment Date or, if earlier, the Maturity Date, an “Interest Period;” provided that the first Interest Period shall begin on the date hereof and each Extended Loan end on the first Payment Date occurring after the first Borrowing Date). The Company shall repay the outstanding principal amounts of, and pay all accrued and unpaid interest on, the Facilities on the fifth anniversary of the start of Commercial Production (the “Maturity Date”). Except as otherwise expressly provided in this Agreement or such other Transaction Document, payments by the Company pursuant to this Agreement or any other Transaction Document, whether in respect of each Extension Seriesthe Loan, interest or otherwise, shall be made by the Company to Lender not later than 12:00 noon (New York time) on the relevant maturity date for such Extension Series due by delivery of Extended Commitments, (ii) United States Dollars in immediately available funds. Any payments received hereunder after the time and date specified in this Section 3.1 shall be deemed to the Administrative Agent the then unpaid amount of each Protective Advance have been received by Lender on the earlier of the Maturity Date and demand by the Administrative Agent, and (iii) to the Administrative Agent the then unpaid principal amount of each Overadvance on the earlier of the Maturity Date and the thirtieth (30th) day after such Overadvance is made (unless such date is extended by the Administrative Agent, in its sole discretion)next following Business Day. (b) During any Cash Dominion Trigger Period, on each Business Day, the Administrative Agent shall apply all funds credited to the Collection Account on the immediately preceding Business Day (at the discretion of the Administrative Agent, whether or not immediately available) first to prepay any Protective Advances and Overadvances that may be outstanding, pro rata, and second to prepay the Revolving Loans (including Swingline Loans) and to cash collateralize outstanding LC Exposure. Notwithstanding the foregoing, to the extent any funds credited to the Collection Account constitute (i) Net Proceeds, the application of such Net Proceeds shall be subject to Section 2.12(c) or (ii) Tax and Trust Funds that have been deposited in an Excluded Account, the Administrative Agent shall remit such amounts as directed by the Administrative Borrower in writing. (c) Each Lender shall maintain in accordance with its usual good commercial practice an account or accounts evidencing indebtedness of the Indebtedness of each Borrower Company to such Lender resulting from each Loan made by such LenderFacility from time to time, including the amounts of principal and interest payable and paid to such Lender from time to time hereunder. (d) under this Agreement. The Administrative Agent shall failure of Lender to maintain accounts in which it shall record (i) the amount of each Loan made hereunder, the Class and Type thereof and the Interest Period applicable thereto, (ii) the amount of any principal or interest due and payable or to become due and payable from each Borrower to each Lender hereunder and (iii) the amount of any sum received by the Administrative Agent hereunder for the such account of the Lenders and each Lender’s share thereof. (e) The Register and the corresponding entries made in the accounts maintained pursuant to paragraph (c) or (d) of under this Section shall be prima facie evidence of the existence and amounts of the obligations recorded therein; provided that the failure of any Lender or the Administrative Agent to maintain such accounts 2.1(b), or any error therein therein, shall not in any manner affect the joint and several obligation of the Borrowers Company to repay (with applicable interest) the Loans Facilities in accordance with the terms of this Agreement. (fc) Any Lender may request that Loans made by it be evidenced by a promissory note. In such eventAll payments of principal of, and interest on, the Borrowers Facilities shall prepare, execute and deliver be made to Lender at such account or accounts at a bank in the United States as Lender a promissory note payable shall have specified by notice to such Lender (or, if requested by such the Company in Dollar funds immediately available to Lender, to such Lender and its registered assigns) and in a form approved by the Administrative Agent. Thereafter, the Loans evidenced by such promissory note and interest thereon shall at all times (including after assignment pursuant Subject to Section 9.04) 3.4, all payments shall be represented made without setoff or counterclaim, rights of rescission and free and clear of and without deduction or withholding for any taxes, levies, imposts, duties, charges, fees, deductions, withholdings, compulsory loans, restrictions or conditions of any nature now or hereafter imposed or levied by one any country or more promissory notes in any political subdivision thereof or taxing or other authority therein unless the Company is required by law to make such formdeduction or withholding.

Repayment Evidence of Debt. (a) The Borrowers Borrower hereby jointly and severally unconditionally promise promises to pay (i) to the Administrative Agent for the account of each Revolving Lender the then unpaid principal amount of each Revolving Loan (other than Extended Loans) on the Maturity Date, Date in the currency of such Loan and each Extended Loan in respect of each Extension Series, on the relevant maturity date for such Extension Series of Extended Commitments, (ii) to the Administrative Agent the then unpaid amount of each Protective Advance on the earlier of the Maturity Date and demand by the Administrative Agent, and (iii) to the Administrative Agent Swingline Lender the then unpaid principal amount of each Overadvance Swingline Loan on the earlier of the Maturity Date and the thirtieth (30th) day fifth Business Day after such Overadvance Swingline Loan is made (unless made; provided that on each date that a Revolving Borrowing is made, the Borrower shall repay all Swingline Loans then outstanding and the proceeds of any such date is extended Borrowing shall be applied by the Administrative Agent, in its sole discretion)Agent to repay any Swingline Loans outstanding. (b) During any Cash Dominion Trigger Period, on each Business Day, the Administrative Agent shall apply all funds credited to the Collection Account on the immediately preceding Business Day (at the discretion of the Administrative Agent, whether or not immediately available) first to prepay any Protective Advances and Overadvances that may be outstanding, pro rata, and second to prepay the Revolving Loans (including Swingline Loans) and to cash collateralize outstanding LC Exposure. Notwithstanding the foregoing, to the extent any funds credited to the Collection Account constitute (i) Net Proceeds, the application of such Net Proceeds shall be subject to Section 2.12(c) or (ii) Tax and Trust Funds that have been deposited in an Excluded Account, the Administrative Agent shall remit such amounts as directed by the Administrative Borrower in writing. (c) Each Lender shall maintain in accordance with its usual practice an account or accounts evidencing the Indebtedness indebtedness of each the Borrower to such Lender resulting from each Loan made by such Lender, including the amounts of principal and interest payable and paid to such Lender from time to time hereunder. (dc) The Administrative Agent shall maintain accounts in which it shall record (i) the amount of each Loan made hereunder, the Class Class, Agreed Currency and Type thereof and the Interest Period applicable thereto, (ii) the amount of any principal or interest due and payable or to become due and payable from each the Borrower to each Lender hereunder and (iii) the amount of any sum received by the Administrative Agent hereunder for the account of the Lenders and each Lender’s share thereof. (ed) The Register and the corresponding entries made in the accounts maintained pursuant to paragraph paragraphs (cb) or (dc) of this Section shall be prima facie evidence of the existence and amounts of the obligations recorded therein; provided that the failure of any Lender or the Administrative Agent to maintain such accounts or any error therein shall not in any manner affect the joint and several obligation of the Borrowers to repay the Loans in accordance with the terms of this AgreementObligations. (fe) Any Lender may request that Loans made by it be evidenced by a promissory note. In such event, the Borrowers Borrower shall prepare, execute and deliver to such Lender a promissory note payable to such Lender (or, if requested by such Lender, to such Lender and its registered assigns) and in a form approved by the Administrative Agent. Thereafter, the Loans evidenced by such promissory note and interest thereon shall at all times (including after assignment pursuant to Section 9.04) be represented by one or more promissory notes in such form.

Repayment Evidence of Debt. (aA) The Borrowers Borrower hereby jointly and severally unconditionally promise promises to pay (i) to the Administrative Agent for the account of each Revolving Lender the then unpaid principal amount of each Revolving Loan (other than Extended Loans) on the Maturity Date, Loans in such amounts and each Extended Loan at such times as is provided in respect of each Extension Series, on the relevant maturity date for such Extension Series of Extended Commitments, (ii) to the Administrative Agent the then unpaid amount of each Protective Advance on the earlier of the Maturity Date and demand by the Administrative Agent, and (iii) to the Administrative Agent the then unpaid principal amount of each Overadvance on the earlier of the Maturity Date and the thirtieth (30th) day after such Overadvance is made (unless such date is extended by the Administrative Agent, in its sole discretion)this Agreement. (b) During any Cash Dominion Trigger Period, on each Business Day, the Administrative Agent shall apply all funds credited to the Collection Account on the immediately preceding Business Day (at the discretion of the Administrative Agent, whether or not immediately available) first to prepay any Protective Advances and Overadvances that may be outstanding, pro rata, and second to prepay the Revolving Loans (including Swingline Loans) and to cash collateralize outstanding LC Exposure. Notwithstanding the foregoing, to the extent any funds credited to the Collection Account constitute (i) Net Proceeds, the application of such Net Proceeds shall be subject to Section 2.12(c) or (ii) Tax and Trust Funds that have been deposited in an Excluded Account, the Administrative Agent shall remit such amounts as directed by the Administrative Borrower in writing. (cB) Each Lender shall maintain in accordance with its usual practice an account or accounts evidencing the Indebtedness indebtedness of each the Borrower to such Lender resulting from each Loan made by such Lender, including the amounts of principal and interest payable and paid to such Lender from time to time hereunder. (dC) The Administrative Agent shall maintain accounts in which it shall record (i) the amount of each Loan made hereunder, the Class its character as a Eurodollar Loan or an ABR Loan, and Type thereof and the any Interest Period applicable thereto, (ii) the amount of any principal or interest due and payable or to become due and payable from each the Borrower to each Lender hereunder and (iii) the amount of any sum received by the Administrative Agent hereunder for the account of the Lenders and each Lender’s 's share thereof. (eD) The Register and the corresponding entries made in the accounts maintained pursuant to paragraph subsections (cb) or (dc) of this Section shall be prima facie evidence of the existence and amounts of the obligations recorded therein; , provided that the failure of any Lender or the Administrative Agent to maintain such accounts or any error therein shall not in any manner affect the joint and several obligation of the Borrowers Borrower to repay the Loans in accordance with the terms of this Agreement. (fE) Any Lender may request that Loans made by it be evidenced by a promissory note (and such Lender shall be deemed to have requested a promissory note if it shall not have expressly advised the Administrative Agent in writing that it does not want a promissory note). In such event, the Borrowers Borrower shall prepare, execute and deliver to such Lender a promissory note payable to the order of such Lender (or, if requested by such Lender, to such Lender and its registered assigns) and in a the form approved by the Administrative Agent. of Exhibit A. Thereafter, the Loans evidenced by such promissory note and interest thereon shall at all times (including after assignment pursuant to Section 9.0411.5) be represented by one or more promissory notes in such formform payable to the order of the payee named therein.