Common use of Repayment of Loans; Evidence of Debt Clause in Contracts

Repayment of Loans; Evidence of Debt. (a) The Borrower hereby unconditionally promises to pay (i) to the Administrative Agent for the account of each Revolving Facility Lender the then unpaid principal amount of each Revolving Facility Loan to the Borrower on the Revolving Facility Maturity Date applicable to such Revolving Facility Loans, (ii) to the Administrative Agent for the account of each Lender the then unpaid principal amount of each Term Loan of such Lender as provided in Section 2.10 and (iii) to the Swingline Lender the then unpaid principal amount of each Swingline Loan applicable to any Class of Revolving Facility Commitments on the earlier of the Revolving Facility Maturity Date for such Class and the first date after such Swingline Loan is made that is the 15th or last day of a calendar month and is at least five Business Days after such Swingline Loan is made; provided, that on each date that a Revolving Facility Borrowing is made by the Borrower, the Borrower shall repay all Swingline Loans then outstanding. (b) Each Lender shall maintain in accordance with its usual practice an account or accounts evidencing the indebtedness of 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. (c) The Administrative Agent shall maintain accounts in which it shall record (i) the amount of each Loan made hereunder, the Facility and Type thereof and the Interest Period (if any) applicable thereto, (ii) the amount of any principal or interest due and payable or to become due and payable from the Borrower to each Lender hereunder and (iii) any amount received by the Administrative Agent hereunder for the account of the Lenders and each Lender’s share thereof. (d) The entries made in the accounts maintained pursuant to clause (b) or (c) 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 obligation of the Borrower to repay the Loans in accordance with the terms of this Agreement. (e) Any Lender may request that Loans made by it be evidenced by a promissory note (a “Note”). In such event, the 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 and reasonably acceptable to the Borrower. Thereafter, unless otherwise agreed to by the applicable Lender, 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 payable to the payee named therein (or, if requested by such payee, to such payee and its registered assigns).

Appears in 13 contracts

Samples: Incremental Assumption and Amendment Agreement (PlayAGS, Inc.), Incremental Assumption and Amendment Agreement (PlayAGS, Inc.), Incremental Assumption and Amendment Agreement (PlayAGS, Inc.)

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Repayment of Loans; Evidence of Debt. (a) The Borrower hereby unconditionally promises to pay (i) to the Administrative Agent for the account of each Revolving Facility Lender the then unpaid principal amount of each Revolving Facility Loan to the Borrower on the Revolving Facility Maturity Date applicable to such Revolving Facility Loans, and (ii) to the Administrative Agent for the account of each Lender the then unpaid principal amount of each Term Loan of such Lender as provided in Section 2.10 and (iii) to the Swingline Lender the then unpaid principal amount of each Swingline Loan applicable to any Class of Revolving Facility Commitments on the earlier of the Revolving Facility Maturity Date for such Class and the first date after such Swingline Loan is made that is the 15th or last day of a calendar month and is at least five two (2) Business Days after such Swingline Loan is made; provided, provided that on each date that a Revolving Facility Borrowing is made by the Borrowermade, the Borrower shall repay all Swingline Loans then outstanding. (b) Each Lender shall maintain in accordance with its usual practice an account or accounts evidencing the indebtedness of 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. (c) The Administrative Agent shall maintain accounts in which it shall record (i) the amount of each Loan made hereunder, the Facility Class and Type thereof and the Interest Period (if any) applicable thereto, (ii) the amount of any principal or interest due and payable or to become due and payable from the Borrower to each Lender hereunder and (iii) the amount of any amount sum received by the Administrative Agent hereunder for the account of the Lenders and each Lender’s share thereof. (d) The entries made in the accounts maintained pursuant to clause paragraph (b) or (c) of this Section shall be prima facie evidence of the existence and amounts of the obligations recorded therein; provided, 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 obligation of the Borrower to repay the Loans in accordance with the terms of this Agreement. (e) Any Lender may request that Loans made by it be evidenced by a promissory note (a “Note”)note. In such event, the 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 form approved by the Administrative Agent and reasonably acceptable to the BorrowerAgent. Thereafter, unless otherwise agreed to by the applicable Lender, 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 payable to the order of the payee named therein (or, if requested by such payeepromissory note is a registered note, to such payee and its registered assigns).

Appears in 10 contracts

Samples: Credit Agreement (Layne Christensen Co), Credit Agreement (Zebra Technologies Corp), Credit Agreement (Ch Energy Group Inc)

Repayment of Loans; Evidence of Debt. (a) The Each Borrower hereby unconditionally promises to pay (i) to the Administrative Agent for the account of each Revolving Facility Lender the then unpaid principal amount of each Revolving Facility Loan made to the such Borrower on the Revolving Facility Maturity Date applicable to in the currency of such Revolving Facility Loans, Loan and (ii) to in the Administrative Agent for case of the account of each Lender the then unpaid principal amount of each Term Loan of such Lender as provided in Section 2.10 and (iii) Company, to the Swingline Lender the then unpaid principal amount of each Swingline Loan applicable to any Class of Revolving Facility Commitments on the earlier of the Revolving Facility Maturity Date for such Class and the first date after such Swingline Loan is made that is the 15th or last day of a calendar month and is at least five two Business Days after such Swingline Loan is made; provided, provided that on each date that a Revolving Facility Borrowing is made by the Borrowermade, the Borrower Company shall repay all Swingline Loans then outstanding. (b) Each Lender shall maintain in accordance with its usual practice an account or accounts evidencing the indebtedness of the 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. (c) The Administrative Agent shall maintain accounts in which it shall record (i) the amount of each Loan made hereunder, the Facility Class, Agreed Currency and Type thereof and the Interest Period (if any) applicable thereto, (ii) the amount of any principal or interest due and payable or to become due and payable from the each Borrower to each Lender hereunder and (iii) the amount of any amount sum received by the Administrative Agent hereunder for the account of the Lenders and each Lender’s share thereof. (d) The entries made in the accounts maintained pursuant to clause paragraph (b) or (c) of this Section shall be prima facie evidence of the existence and amounts of the obligations recorded therein; provided, 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 obligation of the any Borrower to repay the Loans in accordance with the terms of this Agreement. (e) Any Lender may request that Loans made by it to any Borrower be evidenced by a promissory note (a “Note”)note. In such event, the relevant 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 form approved by the Administrative Agent and reasonably acceptable to the BorrowerAgent. Thereafter, unless otherwise agreed to by the applicable Lender, 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 payable to the order of the payee named therein (or, if requested by such payeepromissory note is a registered note, to such payee and its registered assigns).

Appears in 9 contracts

Samples: Credit Agreement (Tennant Co), Credit Agreement (Photronics Inc), Credit Agreement (Tennant Co)

Repayment of Loans; Evidence of Debt. (a) The Borrower hereby unconditionally promises to pay (i) to the Administrative Agent for the account of each Revolving Facility Lender the then unpaid principal amount of each Revolving Facility Loan to the Borrower on the Revolving Facility Maturity Date applicable to such Revolving Facility Loans, (ii) to the Administrative Agent for the account of each Lender the then unpaid principal amount of each Term Loan of such Lender as provided in Section 2.10 and (iii) to the Swingline Lender the then unpaid principal amount of each Swingline Loan applicable to any Class of Revolving Facility Commitments on the earlier of the Revolving Facility Maturity Date for such Class and the first date after such Swingline Loan is made that is the 15th or last day of a calendar month and is at least five Business Days after such Swingline Loan is made; provided, that on each date that a Revolving Facility Borrowing is made by the Borrower, the Borrower shall repay all Swingline Loans then outstanding. (b) Each Lender shall maintain in accordance with its usual practice an account or accounts evidencing the indebtedness of 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. (c) The Administrative Agent shall maintain accounts in which it shall record (i) the amount of each Loan made hereunder, the Facility and Type thereof and the Interest Period (if any) applicable thereto, (ii) the amount of any principal or interest due and payable or to become due and payable from the Borrower to each Lender hereunder and (iii) any amount received by the Administrative Agent hereunder for the account of the Lenders and each Lender’s share thereof. (d) The entries made in the accounts maintained pursuant to clause (b) or (c) of this Section 2.09 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 obligation of the Borrower to repay the Loans in accordance with the terms of this Agreement. (e) Any Lender may request that Loans made by it be evidenced by a promissory note (a “Note”). In such event, the 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 and reasonably acceptable to the Borrower. Thereafter, unless otherwise agreed to by the applicable Lender, 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 payable to the payee named therein (or, if requested by such payee, to such payee and its registered assigns).

Appears in 7 contracts

Samples: Credit Agreement (Sun Country Airlines Holdings, Inc.), Incremental Assumption and Amendment Agreement (Rackspace Technology, Inc.), Incremental Assumption Agreement (Rackspace Technology, Inc.)

Repayment of Loans; Evidence of Debt. (a) The Borrower hereby unconditionally promises to pay (i) to the Administrative Agent for the account of each Revolving Facility Lender the then unpaid principal amount of each Revolving Facility Loan to the Borrower on the Revolving Facility Maturity Date applicable to such Revolving Facility Loans, (ii) to the Administrative Agent for the account of each Lender the then unpaid principal amount of each Term Loan of such Lender as provided in Section 2.10 and (iii) to the Swingline Lender the then unpaid principal amount of each Swingline Loan applicable to any Class of Revolving Facility Commitments on the earlier of the Revolving Facility Maturity Date for such Class and the first date after such Swingline Loan is made that is the 15th or last day of a calendar month and is at least five Business Days after such Swingline Loan is made; provided, that on each date that a Revolving Facility Borrowing is made by the Borrower, the Borrower shall repay all Swingline Loans then outstanding and the proceeds of any such Borrowing shall be applied by the Administrative Agent to repay any Swingline Loans outstanding. (b) Each Lender shall maintain in accordance with its usual practice an account or accounts evidencing the indebtedness Indebtedness of 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. (c) The Administrative Agent shall maintain accounts in which it shall record (i) the amount of each Loan made hereunder, the Facility and Type thereof and the Interest Period (if any) applicable thereto, (ii) the amount of any principal or interest due and payable or to become due and payable from the Borrower to each Lender hereunder and (iii) any amount received by the Administrative Agent hereunder for the account of the Lenders and each Lender’s share thereof. (d) The entries made in the accounts maintained pursuant to clause (b) or (c) 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 obligation of the Borrower to repay the Loans in accordance with the terms of this Agreement. (e) Any Lender may request that Loans made by it be evidenced by a promissory note (a “Note”). In such event, the 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 and reasonably acceptable to the Borrower. Thereafter, unless otherwise agreed to by the applicable Lender, 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 payable to the payee named therein (or, if requested by such payee, to such payee and its registered assigns).

Appears in 6 contracts

Samples: Incremental Assumption and Amendment Agreement (ADT Inc.), Incremental Assumption and Amendment Agreement (ADT Inc.), Amendment Agreement No. 8 (ADT Inc.)

Repayment of Loans; Evidence of Debt. (a) The Borrower and each Co-Borrower hereby unconditionally promises promise to pay (i) to the Administrative Agent for the account of each Revolving Facility Lender the then unpaid principal amount of each Revolving Facility Loan to the Borrower or any Co-Borrower on the Revolving Facility Maturity Date applicable to such Revolving Facility Loans, (ii) to the Administrative Agent for the account of each Lender the then unpaid principal amount of each Term Loan of such Lender as provided in Section 2.10 and (iii) to the Swingline Lender the then unpaid principal amount of each Swingline Loan applicable to any Class of Revolving Facility Commitments on the earlier of the Revolving Facility Maturity Date for such Class and the first date after such Swingline Loan is made that is the 15th or last day of a calendar month and is at least five Business Days after such Swingline Loan is made; provided, that on each date that a Revolving Facility Borrowing is made by the Borrower or any Co-Borrower, the Borrower or such Co-Borrower shall repay all Swingline Loans then outstanding and the proceeds of any such Borrowing shall be applied by the Administrative Agent to repay any Swingline Loans outstanding. (b) Each Lender shall maintain in accordance with its usual practice an account or accounts evidencing the indebtedness Indebtedness of the Borrower or any Co-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. (c) The Administrative Agent shall maintain accounts in which it shall record (i) the amount of each Loan made hereunder, the Facility and Type thereof and the Interest Period (if any) applicable thereto, (ii) the amount of any principal or interest due and payable or to become due and payable from the Borrower or any Co-Borrower to each Lender hereunder and (iii) any amount received by the Administrative Agent hereunder for the account of the Lenders and each Lender’s share thereof. (d) The entries made in the accounts maintained pursuant to clause (b) or (c) 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 obligation of the Borrower or any Co-Borrower to repay the Loans in accordance with the terms of this Agreement. (e) Any Lender may request that Loans made by it be evidenced by a promissory note (a “Note”). In such event, the Borrower and the Co-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 and reasonably acceptable to the Borrower. Thereafter, unless otherwise agreed to by the applicable Lender, 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 payable to the payee named therein (or, if requested by such payee, to such payee and its registered assigns).

Appears in 6 contracts

Samples: Incremental Assumption and Amendment Agreement (ADT Inc.), Incremental Assumption and Amendment Agreement (ADT Inc.), Incremental Assumption and Amendment Agreement (ADT Inc.)

Repayment of Loans; Evidence of Debt. (a) The Borrower hereby unconditionally promises to pay shall, for the benefit of the Lenders, (x) on the Revolving Credit Maturity Date, (i) repay to the Administrative Agent for the account of each then-unpaid Revolving Facility Lender the then unpaid principal amount of each Revolving Facility Loan to the Borrower on the Revolving Facility Maturity Date applicable to such Revolving Facility Loans, Credit Loans and (ii) to the Administrative Agent for the account of each Lender the then unpaid principal amount of each Term Loan of such Lender as provided in Section 2.10 retire all other then-outstanding Revolving Credit Exposure and (iiiy) to repay the Swingline Lender the then unpaid then-outstanding principal amount of each Swingline Loan applicable to no later than the fifth (5th) Business Day after any Class of Revolving Facility Commitments on the earlier of the Revolving Facility Maturity Date for such Class and the first date after such Swingline Loan is made that is (but, in any event, no later than the 15th or last day of a calendar month and is at least five Business Days after such Swingline Loan is made; providedRevolving Credit Maturity Date), that on each date that a Revolving Facility Borrowing is made by the Borrower, the Borrower shall repay together with all Swingline Loans then outstandingaccrued but unpaid interest thereon. (b) Each Lender shall maintain in accordance with its usual practice an account or accounts evidencing the indebtedness Indebtedness of the Borrower to the appropriate lending office of such Lender resulting from each Revolving Credit Loan and Swingline Loan made by such Lenderlending office of such Lender from time to time, including the amounts and currency of principal and interest payable and paid to such lending office of such Lender from time to time hereunderunder this Agreement. (c) The Administrative Agent shall maintain accounts the Register pursuant to Section 12.6, and a sub-account for each Lender, in which it Register and sub-accounts (taken together) shall record be recorded (i) the amount of each Revolving Credit Loan and Swingline Loan made hereunder, the Facility and Type thereof of each Revolving Credit Loan made and the Interest LIBOR Period (if any) applicable thereto, (ii) the amount of any principal or interest due and payable or to become due and payable from the Borrower to each Lender hereunder and (iii) the amount of any amount sum received by the Administrative Agent hereunder for from the account of the Lenders Borrower and each Lender’s share thereof. (d) The entries made in the Register and accounts and subaccounts maintained pursuant to clause paragraphs (b) or and (c) of this Section shall shall, to the extent permitted by applicable law, be prima facie evidence of the existence and amounts of the obligations recorded thereinof the Borrower therein recorded; provided, provided that the failure of any Lender or the Administrative Agent to maintain such accounts account, such Register or such subaccount, as applicable, or any error therein therein, shall not in any manner affect the obligation of the Borrower to repay (with applicable interest) the Revolving Credit Loans and Swingline Loans made to the Borrower by such Lender in accordance with the terms of this Agreement. In the event that there is an inconsistency between the accounts maintained by a Lender pursuant to Section 2.5(b) and the Register maintained by the Administrative Agent pursuant to Section 12.6, the said Register shall prevail. (e) All payments to be made by the Administrative Agent to any Lender hereunder shall be made in accordance with the payment instructions of such Lender set forth on the signature page of such Lender hereunder or, if such Lender is an Assignee, set forth in the Assignment and Assumption of such Lender. (f) Any Lender may request that Revolving Credit Loans and Swingline Loans made by it be evidenced by a promissory note (a “Note”)note. In such event, the 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 form approved by the Administrative Agent and reasonably acceptable to the BorrowerAgent. Thereafter, unless otherwise agreed to by the applicable Lender, the Revolving Credit Loans and Swingline Loans evidenced by such promissory note and interest thereon shall at all times (including after assignment pursuant to Section 9.0412.6) be represented by one or more promissory notes in such form payable to the order of the payee named therein (or, if requested by such payeepromissory note is a registered note, to such payee and its registered assigns).

Appears in 5 contracts

Samples: Revolving Credit Agreement (ITC Holdings Corp.), Revolving Credit Agreement (ITC Holdings Corp.), Revolving Credit Agreement (ITC Holdings Corp.)

Repayment of Loans; Evidence of Debt. (a) The Borrower hereby unconditionally promises to pay (i) to the Administrative Agent for the account of each Revolving Facility Lender the then unpaid principal amount of each Revolving Facility Loan to the Borrower of such Lender on the Revolving Facility Maturity Date applicable to such Revolving Facility LoansDate, (ii) to the Administrative Agent for the account of each Lender the then unpaid principal amount of each Term Loan of such Lender as provided in Section 2.10 2.10, (iii) to the Administrative Agent for the account of each Lender the then unpaid principal amount of each Incremental Term Loan of such Lender on the Maturity Date applicable to such Incremental Term Loans, (iv) to the Administrative Agent for the account of each Lender the then unpaid principal amount of each Refinancing Term Loan of such Lender on the Maturity Date applicable to such Refinancing Term Loans and (iiiv) to the Swingline Lender the then unpaid principal amount of each Swingline Loan applicable to any Class of Revolving Facility Commitments on the earlier of the Revolving Facility Maturity Date for such Class and the first date after such Swingline Loan is made that is the 15th or last day of a calendar month and is at least five two Business Days after such Swingline Loan is made; provided, that that, on each date that a Revolving Facility Borrowing is made by the Borrowermade, the Borrower shall repay all Swingline Loans then outstandingthat were outstanding on the date such Borrowing was requested. (b) Each Lender shall maintain in accordance with its usual practice an account or accounts evidencing the indebtedness of 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. (c) The Administrative Agent shall maintain accounts in which it shall record (i) the amount of each Loan made hereunder, the Facility and Type thereof and the Interest Period (if any) applicable thereto, (ii) the amount of any principal or interest due and payable or to become due and payable from the Borrower to each Lender hereunder and (iii) any amount received records maintained by the Administrative Agent hereunder for the account of and the Lenders and each Lender’s share thereof. (d) The entries made in the accounts maintained pursuant to clause (b) or (c) of this Section shall be prima facie evidence of the existence and amounts of the obligations recorded thereinof the Borrower in respect of Loans, LC Disbursements, interest and fees due or accrued hereunder; provided, that that, the failure of any Lender or the Administrative Agent or any Lender to maintain such accounts records or any error therein shall not in any manner affect the obligation of the Borrower to repay the Loans pay any amounts due hereunder in accordance with the terms of this Agreement. (ec) Any Lender may request that Loans of any Class made by it be evidenced by a promissory note (a “Note”)note. In such event, the 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 and reasonably acceptable to the BorrowerAgent. Thereafter, unless otherwise agreed to by the applicable Lender, 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 payable to the payee named therein (or, if requested by such payee, or to such payee and its registered assigns).

Appears in 4 contracts

Samples: Credit Agreement (Trinet Group, Inc.), Credit Agreement (Trinet Group, Inc.), Credit Agreement (Trinet Group, Inc.)

Repayment of Loans; Evidence of Debt. (a) The Each Borrower hereby unconditionally promises to pay (i) to the Administrative Agent for the account of each Revolving Facility Lender the then unpaid principal amount of each Revolving Facility Loan to the Borrower on the Revolving Facility Maturity Date applicable to such Revolving Facility Loans, (ii) to the Administrative Applicable Agent for the account of each Lender the then unpaid principal amount of each Term Revolving Loan of such Lender as provided in Section 2.10 Borrower on the Maturity Date and (iiiii) to the Swingline Lender the then unpaid principal amount of each Swingline Loan applicable to any Class of Revolving Facility Commitments on the earlier of the Revolving Facility Maturity Date for such Class and the first date after such Swingline Loan is made that is the 15th or last day of a calendar month and is at least five two Business Days after such Swingline Loan is made; provided, provided that on each date that a Revolving Facility Borrowing is made by the Borrowermade, the Borrower shall repay all Swingline Loans then outstanding. On the Maturity Date, all Loans shall become absolutely due and payable and the Borrowers shall pay all of the Loans outstanding, together with any and all accrued and unpaid interest thereon. (b) Each Lender shall maintain in accordance with its usual practice an account or accounts evidencing the indebtedness of the 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. (c) The Administrative Agent shall maintain accounts in which it shall record (i) the amount of each Loan made hereunder, the Facility Class and Type thereof and the Interest Period (if any) applicable thereto, (ii) the amount of any principal or interest due and payable or to become due and payable from the each Borrower to each Lender hereunder and (iii) the amount of any amount sum received by the Administrative any Agent hereunder for the account of the Lenders and each Lender’s share thereof. The London Agent or the Toronto Agent, as applicable, shall furnish to the Administrative Agent, promptly after the making of any Loan or Borrowing with respect to which it is the Applicable Agent or the receipt of any payment of principal or interest with respect to any such Loan or Borrowing, information with respect thereto that will enable the Administrative Agent to maintain the accounts referred to in the preceding sentence. (d) The entries made in the accounts maintained pursuant to clause paragraph (b) or (c) of this Section shall be prima facie evidence of the existence and amounts of the obligations recorded therein; provided, 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 obligation of the any Borrower to repay the Loans in accordance with the terms of this Agreement. In the event of any conflict between the accounts and records maintained by any Lender pursuant to paragraph (b) and the accounts and records of the Administrative Agent maintained pursuant to paragraph (c) in respect of such matters, the accounts and records of the Administrative Agent shall control in the absence of manifest error. (e) Any Lender may request that Loans made by it be evidenced by a promissory note (a “Note”)note. In such event, the applicable 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 form approved by the Administrative Agent and reasonably acceptable to the BorrowerAgent. Thereafter, unless otherwise agreed to by the applicable Lender, the Loans evidenced by such promissory note and interest thereon shall at all times (including after assignment pursuant to Section 9.0410.4) be represented by one or more promissory notes in such form payable to the order of the payee named therein (or, if requested by such payeepromissory note is a registered note, to such payee and its registered assigns).

Appears in 4 contracts

Samples: Credit Agreement (Idexx Laboratories Inc /De), Credit Agreement (Idexx Laboratories Inc /De), Credit Agreement (Idexx Laboratories Inc /De)

Repayment of Loans; Evidence of Debt. (ai) The Each Borrower hereby unconditionally promises to pay (i) to the Administrative Applicable Agent for the account accounts of each Revolving Facility Lender the applicable Lenders the then unpaid principal amount of each Revolving Facility Loan to the Borrowing of such Borrower and all other Obligations of such Borrower on the Revolving Facility Maturity Date applicable to such Revolving Facility Loans, Date; and (ii) the Company hereby unconditionally promises to the Administrative Agent for the account of pay to each Lender the then unpaid principal amount of each Term Loan of such Lender as provided in Section 2.10 and (iii) to the Swingline Lender the then unpaid principal amount of each Swingline Loan applicable to any Class of Revolving Facility Commitments made by such Swingline Lender on the earlier of the Revolving Facility Maturity Date for such Class and the first date after such Swingline Loan is made that is the 15th or last day of a calendar month and is at least five Business Days after such Swingline Loan is made; provided, provided that on each date that a Revolving Facility Borrowing is made by the Borrowerunder a Tranche, the applicable Borrower shall repay all Swingline Loans then outstandingoutstanding under such Tranche. Each Borrower agrees to repay the principal amount of each Loan made to such Borrower and the accrued interest thereon in the currency of such Loan. Each Canadian Borrower agrees to make all payments required with respect to Acceptances in accordance with Section 2.04. (b) Each Lender shall maintain in accordance with its usual practice an account or accounts evidencing the indebtedness of the each Borrower to such Lender resulting from each Loan and Acceptance made by such Lender, including the amounts of principal and interest payable and paid to such Lender from time to time hereunder. (c) The Administrative Agent shall maintain accounts in which it shall record (i) the amount of each Loan and Acceptance made hereunder, the Facility Class, Type and Type currency thereof and the Interest Period (if anyor, in the case of an Acceptance, the maturity date) applicable thereto, (ii) the amount of any principal or interest due and payable or to become due and payable from the each Borrower to each Lender hereunder and (iii) the amount of any amount sum received by the Administrative any Agent hereunder for the account accounts of the Lenders and each Lender’s share thereof. (d) The entries made in the accounts maintained pursuant to clause paragraph (b) or (c) of this Section shall be prima facie evidence of the existence and amounts of the obligations recorded therein; provided, 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 obligation of the any Borrower to repay the Loans in accordance with the terms of this Agreement. (e) Any Lender may request that Loans of any Class made by it to any Borrower be evidenced by a promissory note (a “Note”)note. In such event, the relevant 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 form approved by the Administrative Agent and reasonably acceptable to the BorrowerAgent. Thereafter, unless otherwise agreed to by the applicable Lender, the Loans evidenced by such promissory note and interest thereon shall at all times (including after assignment pursuant to Section 9.0411.04) be represented by one or more promissory notes in such form payable to the order of the payee named therein (or, if requested by such payeepromissory note is a registered note, to such payee and its registered assigns).

Appears in 4 contracts

Samples: Credit Agreement (Yrc Worldwide Inc), Credit Agreement (Yrc Worldwide Inc), Credit Agreement (Yrc Worldwide Inc)

Repayment of Loans; Evidence of Debt. (a) The Borrower hereby unconditionally promises to pay (i) to the Administrative Agent for the account of each Revolving Facility Lender the then unpaid principal amount of each Revolving Facility Loan to the Borrower of such Lender on the Revolving Facility Maturity Date applicable to such Revolving Facility LoansDate, (ii) to the Administrative Agent for the account of each Lender the then unpaid principal amount of each Term Loan of such Lender as provided in Section 2.10 and (iii) to the Swingline Lender Lenders the then unpaid principal amount of each Swingline Loan applicable to any Class of Revolving Facility Commitments on the earlier of the Revolving Facility Maturity Date for such Class and the first date after such Swingline Loan is made that is the 15th or last day of a calendar month and is at least five fifth Business Days Day after such Swingline Loan is made; provided, provided that on each date that a Revolving Facility Borrowing is made by the Borrowermade, the Borrower shall repay all Swingline Loans that were outstanding on the date such Borrowing was requested and the proceeds of any such Borrowing shall be applied by the Administrative Agent to repay any Swingline Loans then outstanding. (b) Each Lender shall maintain in accordance with its usual practice an account or accounts evidencing the indebtedness of 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. (c) The Administrative Agent shall maintain accounts in which it shall record (i) the amount of each Loan made hereunder, the Facility and Type thereof and the Interest Period (if any) applicable thereto, (ii) the amount of any principal or interest due and payable or to become due and payable from the Borrower to each Lender hereunder and (iii) any amount received records maintained by the Administrative Agent hereunder for the account of and the Lenders and each Lender’s share thereof. (d) The entries made in the accounts maintained pursuant to clause (b) or (c) of this Section shall be prima facie evidence of the existence and amounts of the obligations recorded thereinof the Borrower in respect of Loans, LC Disbursements, interest and fees due or accrued hereunder; provided, provided that the failure of any Lender or the Administrative Agent or any Lender to maintain such accounts records or any error therein shall not in any manner affect the obligation of the Borrower to repay the Loans pay any amounts due hereunder in accordance with the terms of this Agreement. (ec) Any Lender may request that Loans of any Class made by it be evidenced by a promissory note (a “Note”)note. In such event, the 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 and reasonably acceptable to the BorrowerAgent. Thereafter, unless otherwise agreed to by the applicable Lender, 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 payable to the payee named therein (or, if requested by such payee, or to such payee and its registered assigns).

Appears in 4 contracts

Samples: Amendment and Restatement Agreement (Vectrus, Inc.), Credit Agreement (Vectrus, Inc.), Credit Agreement (Vectrus, Inc.)

Repayment of Loans; Evidence of Debt. (a) The Borrower hereby unconditionally promises to pay (i) to the Administrative Agent for the account of each Revolving Facility Lender the then unpaid principal amount of each Revolving Facility Loan to the Borrower of such Lender on the Revolving Facility Maturity Date applicable to such Revolving Facility LoansDate, (ii) to the Administrative Agent for the account of each Lender the then unpaid principal amount of each Term Loan of such Lender as provided in Section 2.10 and (iii) to the Swingline Lender the then unpaid principal amount of each Swingline Loan applicable to any Class of Revolving Facility Commitments on the earlier of the Revolving Facility Maturity Date for such Class and the first date after such Swingline Loan is made that is the 15th or last day of a calendar month and is at least five Business Days after such Swingline Loan is madeDate; provided, provided that on each date that a Revolving Facility Borrowing is made by the Borrowermade, the Borrower shall repay all Swingline Loans then outstandingthat were outstanding on the date such Borrowing was requested. (b) Each Lender shall maintain in accordance with its usual practice an account or accounts evidencing the indebtedness of 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. (c) The Administrative Agent shall maintain accounts in which it shall record (i) the amount of each Loan made hereunder, the Facility Class and Type thereof and the Interest Period (if any) applicable thereto, (ii) the amount of any principal or interest due and payable or to become due and payable from the Borrower to each Lender hereunder and (iii) the amount of any amount sum received by the Administrative Agent hereunder for the account of the Lenders and each Lender’s share thereof. (d) The entries made in the accounts maintained pursuant to clause paragraph (b) or (c) of this Section shall be prima facie evidence of the existence and amounts of the obligations recorded therein; provided, 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 obligation of the Borrower to repay the Loans in accordance with the terms of this Agreement. (e) Any Lender may request that Loans of any Class made by it be evidenced by a promissory note (a “Note”)note. In such event, the 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 form approved by the Administrative Agent and reasonably acceptable to the BorrowerAgent. Thereafter, unless otherwise agreed to by the applicable Lender, 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 payable to the order of the payee named therein (or, if requested by such payeepromissory note is a registered note, to such payee and its registered assigns).

Appears in 4 contracts

Samples: Credit Agreement (Interline Brands, Inc./De), Amendment and Restatement Agreement (Interline Brands, Inc./De), Credit Agreement (American Media Operations Inc)

Repayment of Loans; Evidence of Debt. (a) The Borrower hereby unconditionally promises promise to pay (i) to the Administrative Agent for the account of each Revolving Facility Lender the then unpaid principal amount of each Revolving Facility Loan to the Borrower on the Revolving Facility Maturity Date applicable to such Revolving Facility Loans, (ii) to the Administrative Agent for the account of each Lender the then unpaid principal amount of each Term Loan of such Lender as provided in Section 2.10 and (iii) to the Swingline Lender the then unpaid principal amount of each Swingline Loan applicable to any Class of Revolving Facility Commitments on the earlier of the Revolving Facility Maturity Date for such Class and the first date after such Swingline Loan is made that is the 15th or last day of a calendar month and is at least five two (2) Business Days after such Swingline Loan is made; provided, that on each date that a Revolving Facility Borrowing is made by the Borrower, the Borrower shall repay all Swingline Loans then outstanding. (b) Each Lender shall maintain in accordance with its usual practice an account or accounts evidencing the indebtedness of 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. (c) The Administrative Agent shall maintain accounts in which it shall record (i) the amount of each Loan made hereunder, the Facility Facility, Class and Type thereof and the Interest Period (if any) applicable thereto, (ii) the amount of any principal or interest due and payable or to become due and payable from the Borrower to each Lender hereunder and (iii) any amount received by the Administrative Agent hereunder for the account of the Lenders and each Lender’s share thereof. (d) The entries made in the accounts maintained pursuant to clause (b) or (c) 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 obligation of the Borrower to repay the Loans in accordance with the terms of this Agreement. (e) Any Lender may request that Loans made by it be evidenced by a promissory note (a “Note”). In such event, the 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 the form attached hereto as Exhibit H, or in another form approved by such Lender, the Administrative Agent and reasonably acceptable to the BorrowerBorrower in their sole discretion. Thereafter, unless otherwise agreed to by the applicable Lender, 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 payable to the payee named therein (or, if requested by such payee, to such payee and its registered assigns).

Appears in 4 contracts

Samples: Credit Agreement (Dollar Tree Inc), Credit Agreement (Dollar Tree Inc), Credit Agreement (Dollar Tree Inc)

Repayment of Loans; Evidence of Debt. (a) The Borrower hereby unconditionally promises to pay (i) to the Administrative Agent for the account of each Revolving Facility Lender the then unpaid outstanding principal amount of each Revolving Facility Loan to the Borrower of such Lender on the Revolving Facility Maturity Date applicable to such Revolving Facility LoansDate, (ii) to the Administrative Agent for the account of each Lender the then unpaid outstanding principal amount of each Term Loan of such Lender as provided in Section 2.10 2.10, (iii) to the Administrative Agent for the account of each Lender the then unpaid outstanding principal amount of each Incremental Term Loan of such Lender on the maturity date applicable to such Incremental Term Loan and (iiiiv) to the Swingline Lender the then unpaid outstanding principal amount of each Swingline Loan applicable to any Class of Revolving Facility Commitments made by the Swingline Lender on the earlier to occur of (A) the Revolving Facility Maturity Date for such Class and the first date after such Swingline Loan is made that is the 15th or last day of a calendar month and is at least five ten (10) Business Days after such Swingline Loan is mademade and (B) the Revolving Maturity Date; provided, provided that on each date that a Revolving Facility Borrowing is made by the Borrowermade, the Borrower shall repay all Swingline Loans then outstandingthat were outstanding on the date such Borrowing was requested. (b) Each Lender shall maintain in accordance with its usual practice an account or accounts evidencing the indebtedness of 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. (c) The Administrative Agent shall maintain accounts in which it shall record (i) the amount of each Loan made hereunder, the Facility Class and Type thereof and the Interest Period (if any) applicable thereto, (ii) the amount of any principal or interest due and payable or to become due and payable from the Borrower to each Lender hereunder and (iii) the amount of any amount sum received by the Administrative Agent hereunder for the account of the Lenders and each Lender’s share thereof. (d) The entries made in the accounts maintained pursuant to clause paragraph (b) or (c) of this Section shall be prima facie evidence of the existence and amounts of the obligations recorded therein; providedtherein absent manifest error, 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 obligation of the Borrower to repay the Loans pay any amounts due hereunder in accordance with the terms of this Agreement. In the event of any inconsistency between the entries made pursuant to paragraphs (b) and (c) of this Section, the accounts maintained by the Administrative Agent pursuant to paragraph (c) of this Section shall control. In the event of any conflict between the accounts and records of any Lender or the Administrative Agent under this Section 2.09, on the one hand, and the Register, on the other hand, the Register shall control. (e) Any Lender may request through the Administrative Agent that Loans of any Class made by it be evidenced by a promissory note (a “Note”)note. In such event, the 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 provided by the Administrative Agent and reasonably acceptable to approved by the Borrower. Thereafter, unless otherwise agreed to by the applicable Lender, 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 payable to the payee named therein (or, if requested by such payee, to such payee and its registered assigns).

Appears in 3 contracts

Samples: Credit Agreement (TA Holdings 1, Inc.), Credit Agreement (TA Holdings 1, Inc.), Credit Agreement (Blue Bird Corp)

Repayment of Loans; Evidence of Debt. (a) The Each Borrower hereby unconditionally promises shall repay to pay (i) the Administrative Agent, for the benefit of the Lenders, on the Revolving Credit Maturity Date, each then outstanding Revolving Credit Loan made to such Borrower in the currency in which such Revolving Credit Loan was denominated on the date advanced. Each Borrower shall repay to the Administrative Agent for the account benefit of the Lenders, on each Extended Revolving Facility Lender Loan Maturity Date, each then-outstanding Extended Revolving Credit Loan made to such Borrower in the then unpaid principal amount of each currency in which such Extended Revolving Facility Credit Loan to the Borrower was denominated on the Revolving Facility Maturity Date applicable to such Revolving Facility Loans, (ii) to the Administrative Agent for the account of each Lender the then unpaid principal amount of each Term Loan of such Lender as provided in Section 2.10 and (iii) date advanced. Each Borrower shall repay to the Swingline Lender Lender, on the then unpaid principal amount of Swingline Maturity Date, each then-outstanding Swingline Loan applicable made to any Class of Revolving Facility Commitments on such Borrower in the earlier of the Revolving Facility Maturity Date for such Class and the first date after currency in which such Swingline Loan is made that is was denominated on the 15th or last day of a calendar month and is at least five Business Days after such Swingline Loan is made; provided, that on each date that a Revolving Facility Borrowing is made by the Borrower, the Borrower shall repay all Swingline Loans then outstandingadvanced. (b) Each Lender shall maintain in accordance with its usual practice an account or accounts evidencing the indebtedness Indebtedness of the Borrower Borrowers to the appropriate lending office of such Lender resulting from each Loan made by such Lenderlending office of such Lender from time to time, including the amounts of principal and interest payable and paid to such lending office of such Lender from time to time hereunderunder this Agreement and the currency in which such Loans are denominated. (c) The Administrative Agent shall maintain accounts the Register pursuant to Section 14.6(b), and a subaccount for each Lender, in which it Register and subaccounts (taken together) shall record be recorded (i) the amount of each Loan made hereunder, the Facility and currency in which such Loan is denominated, whether such Loan is a Revolving Credit Loan, Incremental Revolving Credit Loan, Extended Revolving Credit Loan or Swingline Loan, as applicable, the Type thereof of each Loan made, the name of the applicable Borrower and the Interest Period (Period, if any) , applicable thereto, (ii) the amount of any principal or interest due and payable or to become due and payable from the Borrower Borrowers to each Lender hereunder hereunder, and (iii) the amount of any amount sum received by the Administrative Agent hereunder for from the account of the Lenders Borrowers and each Lender’s share thereof. (d) The entries made in the Register and accounts and subaccounts maintained pursuant to clause clauses (b) or and (c) of this Section shall 2.5 shall, to the extent permitted by applicable law, be prima facie evidence evidence, absent manifest error, of the existence and amounts of the obligations recorded thereinof the Borrowers therein recorded; provided, however, that the failure of any Lender or Lender, the Administrative Agent or the Swingline Lender to maintain such accounts account, such Register or subaccount, as applicable, or any error therein therein, shall not in any manner affect the obligation of the any Borrower to repay (with applicable interest) the Loans made to such Borrower by such Lender in accordance with the terms of this Agreement. (e) Any Each Borrower hereby agrees that, upon request of any Lender may request that Loans at any time and from time to time after a Borrower has made by it be evidenced by a promissory note (a “Note”). In an initial borrowing hereunder, such event, the Borrower shall prepare, execute and deliver provide to such Lender a promissory note payable to such Lender (or, if requested by such Lender, at the Borrower’s own expense, a promissory note, substantially in the form of Exhibit G, evidencing the Revolving Loans and Swingline Loans, if any, respectively, owing by such Borrower to such Lender and its registered assigns) and in a form approved by the Administrative Agent and reasonably acceptable to the BorrowerLender. Thereafter, unless otherwise agreed to by the applicable Lender, the Loans evidenced by such promissory note and interest thereon shall at all times (including after assignment pursuant to Section 9.0414.6) be represented by one or more promissory notes in such form payable to the payee named therein (or, if requested by such payee, to such payee and or its registered assigns).

Appears in 3 contracts

Samples: Credit Agreement (Canada Goose Holdings Inc.), Credit Agreement (Canada Goose Holdings Inc.), Credit Agreement (Canada Goose Holdings Inc.)

Repayment of Loans; Evidence of Debt. (a) The Borrower Borrowers hereby unconditionally promises promise to pay (i) to the Administrative Agent for the account of each Revolving Facility Lender the then unpaid principal amount of each Revolving Facility Loan to the Borrower on the Revolving Facility Maturity Date applicable to such Revolving Facility LoansDate, (ii) to the Administrative Agent the then unpaid amount of each Revolving Protective Advance on the earlier of the Maturity Date and demand by the Administrative Agent and (iii) to the FILO Agent for the account of each Lender FILO Term Loan Lender, the then unpaid principal amount of each FILO Term Loan of such Lender as provided in Section 2.10 and (iii) FILO Protective Advance, together with all accrued and unpaid interest thereon, on the FILO Maturity Date. The Borrowers will repay to the Swingline FILO Agent for the account of each FILO Term Loan Lender on the then unpaid last day of each Fiscal Quarter of the Borrowers, commencing with the last Business Day of the Fiscal Quarter of the Borrowers following the termination of the Equity Commitment Period, an aggregate principal amount equal to 1.25% of the aggregate principal amount of each Swingline Loan applicable to any Class of Revolving Facility Commitments the FILO Term Loans outstanding on the earlier of Second Amendment Effective Date (after giving effect to the Revolving Facility Maturity Date for such Class and the first date after such Swingline Loan is made that is the 15th or last day of a calendar month and is at least five Business Days after such Swingline Loan is made; provided, that on each date that a Revolving Facility Borrowing is made by the Borrower, the Borrower shall repay all Swingline Loans then outstanding2023 FILO Term Loans). (b) At all times during a Cash Dominion Period, on each Business Day, the Administrative Agent shall apply all funds credited to any Collection Account on such Business Day or the immediately preceding Business Day (at the discretion of the Administrative Agent, whether or not immediately available), first to prepay any Revolving Protective Advances that may be outstanding and second to prepay the Revolving Loans (including Swingline Loans) (without any reduction of Revolving Commitments) and to cash collateralize outstanding LC Exposure. (c) Each Lender shall maintain in accordance with its usual practice an account or accounts evidencing the indebtedness Indebtedness of the Borrower Borrowers to such Lender resulting from each Loan made by such LenderXxxxxx, including the amounts of principal and interest payable and paid to such Lender from time to time hereunder. (cd) The Administrative Agent shall maintain accounts in which it shall record (i) the amount of each Loan (other than FILO Term Loans) made hereunder, the Facility Class and Type thereof and the Interest Period (if any) applicable thereto, (ii) the amount of any principal or interest due and payable or to become due and payable from the Borrower Borrowers to each Lender hereunder and (iii) the amount of any amount sum received by the Administrative Agent hereunder for the account of the Lenders and each Lender’s share thereof. The FILO Agent shall maintain accounts in which it shall record (i) the amount of each FILO Term 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 the Borrowers to each FILO Term Loan Lender hereunder and (iii) the amount of any sum received by the FILO Agent hereunder for the account of the FILO Term Loan Lenders and each FILO Term Loan Xxxxxx’s share thereof. (de) The entries made in the accounts maintained pursuant to clause paragraph (bc) or (cd) of this Section shall be prima facie evidence of the existence and amounts of the obligations recorded therein; provided, provided that the failure of any Lender Lender, the FILO Agent or the Administrative Agent to maintain such accounts or any error therein shall not in any manner affect the obligation of the Borrower Borrowers to repay the Loans in accordance with the terms of this Agreement. (ef) Any Lender may request that Loans made by it be evidenced by a promissory note (a “Note”)note. In such event, the Borrower 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 and reasonably acceptable (or the FILO Agent with respect to the BorrowerFILO Term Loan). Thereafter, unless otherwise agreed to by the applicable Lender, 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 payable form. (g) Each payment (including each prepayment) by the Borrowers on account of principal of and interest on the FILO Term Loans shall be made ratably according to the payee named therein respective outstanding principal amounts of the FILO Term Loan then held by the FILO Term Loan Lenders of such FILO Term Loans, except, as otherwise expressly provided by this Agreement as in effect from time to time. Amounts so repaid (or, if requested by such payee, to such payee and its registered assigns)or prepaid) on account of the FILO Term Loans may not be reborrowed.

Appears in 3 contracts

Samples: Credit Agreement (Bed Bath & Beyond Inc), Credit Agreement (Bed Bath & Beyond Inc), Credit Agreement (Bed Bath & Beyond Inc)

Repayment of Loans; Evidence of Debt. (a) The U.S. Borrower hereby unconditionally promises to pay (i) to the Administrative Agent for the account of each Revolving Facility Lender the then unpaid principal amount of each Revolving Facility Loan made to the U.S. Borrower (other than an Extended Revolving Loan) of such Lender on the Revolving Facility Maturity Date, (ii) with respect to any tranche of Incremental Term Loans, to the Administrative Agent for the account of each applicable Incremental Term Lender the then unpaid principal amount of each Incremental Term Loan of such tranche of such Incremental Term Lender on the relevant Maturity Date applicable to for such Revolving Facility tranche of Incremental Term Loans, (iiiii) with respect to any Extension Series of Extended Term Loans, to the Administrative Agent for the account of each applicable Extending Lender the then unpaid principal amount of each Extended Term Loan of such Extension Series on the relevant Maturity Date for such Extension Series of Extended Term Loans, (iv) with respect to any Extension Series of Extended Revolving Commitments, of each Extended Revolving Loan made to the U.S. Borrower of such Extension Series on the relevant Maturity Date for such Extension Series of Extended Revolving Commitments, (v) to the Administrative Agent for the account of each Initial Term Lender the then unpaid principal amount of each Initial Term Loan (other than any Extended Term Loan) of such Initial Term Lender as provided in Section 2.10 and (iiivi) to the Swingline Lender the then unpaid principal amount of each Swingline Loan applicable made to any Class of Revolving Facility Commitments the U.S. Borrower on the earlier of the Revolving Facility Maturity Date for such Class and the first date after such Swingline Loan is made that is the 15th or last day of a calendar month and is at least five Business Days after such Swingline Loan is made; provided, provided that on each date that a Revolving Facility Borrowing is made by to the U.S. Borrower, the U.S. Borrower shall repay all Swingline Loans made to the U.S. Borrower that were outstanding on the date such Borrowing was requested. The U.S. Borrower and the Belgian Borrower, jointly and severally, hereby unconditionally promise to pay (i) to the Administrative Agent for the account of each Lender the then outstandingunpaid principal amount of each Revolving Loan made to the Belgian Borrower (other than an Extended Revolving Loan) of such Lender on the Revolving Maturity Date, (ii) with respect to any Extension Series of Extended Revolving Commitments, of each Extended Revolving Loan made to the Belgian Borrower of such Extension Series on the relevant Maturity Date for such Extension Series of Extended Revolving Commitments and (iii) to the Swingline Lender the then unpaid principal amount of each Swingline Loan made to the Belgian Borrower on the earlier of the Revolving Maturity Date and the first date after such Swingline Loan is made that is the 15th or last day of a calendar month and is at least five Business Days after such Swingline Loan is made; provided that on each date that a Revolving Borrowing is made to the Belgian Borrower, the U.S. Borrower and the Belgian Borrower, jointly and severally, shall repay all Swingline Loans made to the Belgian Borrower that were outstanding on the date such Borrowing was requested. (b) Each Lender shall maintain in accordance with its usual practice an account or accounts evidencing the indebtedness of 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. (c) The Administrative Agent shall maintain accounts in which it shall record (i) the amount of each Loan made hereunder, the Facility and Type thereof and the Interest Period (if any) applicable thereto, (ii) the amount of any principal or interest due and payable or to become due and payable from the Borrower to each Lender hereunder and (iii) any amount received records maintained by the Administrative Agent hereunder for the account of and the Lenders and each Lender’s share thereof. (d) The entries made in the accounts maintained pursuant to clause (b) or (c) of this Section shall be prima facie evidence of the existence and amounts of the obligations recorded thereinof the Borrowers in respect of the Loans, LC Disbursements, interest and fees due or accrued hereunder; provided, provided that the failure of any Lender or the Administrative Agent or any Lender to maintain such accounts records or any error therein shall not in any manner affect the obligation of the Borrower Borrowers to repay the Loans pay any amounts due hereunder in accordance with the terms of this Agreement. (ec) Any Lender may request that Loans of any Class made by it be evidenced by a promissory note (a “Note”)note. In such event, the applicable 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 or its registered assigns) assigns and in a form approved by the Administrative Agent and reasonably acceptable to the BorrowerAgent. Thereafter, unless otherwise agreed to by the applicable Lender, 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 payable to the payee named therein (or, if requested by such payee, to such payee and or its registered assigns).

Appears in 3 contracts

Samples: Incremental Facility Agreement (Ingevity Corp), Incremental Facility Agreement (Ingevity Corp), Credit Agreement (Ingevity Corp)

Repayment of Loans; Evidence of Debt. (a) The Borrower hereby unconditionally promises to pay (i) to the Administrative Agent for the account of each Revolving Facility Lender the then unpaid principal amount of each Revolving Facility Loan to the Borrower on the Revolving Facility Maturity Date applicable to in the same currency in which such Revolving Facility Loans, Loan was denominated and (ii) to the Swingline Lender (except to the extent the Lenders have purchased participations in the applicable Swingline Loan, in which case all payments shall be made to the Administrative Agent for the account of each Lender such Lenders, as specified in the then unpaid principal amount seventh sentence of each Term Loan of such Lender as provided in Section 2.10 and (iii2.03(c)) to the Swingline Lender the then unpaid principal amount of each Swingline Loan applicable to any Class of Revolving Facility Commitments on the earlier of the Revolving Facility Maturity Date for such Class and the first date after such Swingline Loan is made that is the 15th or the last day of a calendar month and is at least five two Business Days after such Swingline Loan is made; provided, provided that on each date that a Revolving Facility Borrowing (not consisting of Swingline Loans) is made by the Borrowermade, the Borrower shall repay all Swingline Loans then outstanding. (b) Each Lender shall maintain in accordance with its usual practice an account or accounts evidencing the indebtedness of the Borrower to such Lender resulting from each Loan made by such Lender, including the currency or currencies in which each such Loan was denominated and the amounts of principal and interest payable and paid to such Lender from time to time hereunder. (c) The Administrative Agent shall maintain accounts in which it shall record (i) the amount of each Loan made hereunder, the Facility currency or currencies in which each such Loan was denominated and the Type thereof and the Interest Period (if any) applicable thereto, (ii) the amount of any principal or interest due and payable or to become due and payable from the Borrower to each Lender hereunder and (iii) the amount of any amount sum received by the Administrative Agent hereunder for the account of the Lenders and each Lender’s share thereof. (d) The entries made in the accounts maintained pursuant to clause paragraph (b) or (c) of this Section shall be prima facie evidence of the existence and amounts of the obligations recorded therein; provided, 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 obligation of the Borrower to repay the Loans in accordance with the terms of this Agreement. (e) Any Lender may request that Loans made by it be evidenced by a promissory note (a “Note”)note. In such event, the Borrower shall prepare, execute and deliver to such Lender a promissory note note, payable to such Lender (or, if requested by such Lender, to such Lender and its registered assigns) and otherwise substantially in the form of Exhibit D hereto (a form approved by the Administrative Agent and reasonably acceptable to the Borrower“Note”). Thereafter, unless otherwise agreed to by the applicable Lender, 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 payable to the payee named therein (or, if requested by such payeepromissory note is a registered note, to such payee and its registered assigns).

Appears in 3 contracts

Samples: Senior Unsecured Multi Year Revolving Credit Agreement (HF Sinclair Corp), Senior Unsecured 5 Year Revolving Credit Agreement (HollyFrontier Corp), Senior Unsecured 5 Year Revolving Credit Agreement (HollyFrontier Corp)

Repayment of Loans; Evidence of Debt. (a) The Each Borrower hereby unconditionally promises to pay (i) to the Administrative Agent for the account of each Revolving Facility Lender the then unpaid principal amount of each Revolving Facility Loan Loan, Protective Advance and Overadvance of such Lender to the such Borrower on the Revolving Facility Maturity Date applicable to such Revolving Facility LoansDate, and (ii) to the Administrative Agent for the account of each Lender the then unpaid principal amount of each Term Loan of such Lender as provided in Section 2.10 and (iii) to the Swingline Lender the then unpaid principal amount of each Swingline Loan to such Borrower on (x) in the case of a Euro Swingline Loan, the last day of the Interest Period applicable to any Class of Revolving Facility Commitments on such Swingline Loan and (y) otherwise, the earlier of (A) the Revolving Facility Maturity Date for such Class and (B) the first date after such Swingline Loan is made that is the 15th or last day of a calendar month and is at least five (5) Business Days after such Swingline Loan is made; provided, provided that on each date that a Revolving Facility Borrowing is made by the any Borrower, the U.S. Borrower shall repay all Swingline Loans made to the U.S. Borrower then outstanding. (b) Each Lender shall maintain in accordance with its usual practice an account or accounts evidencing the indebtedness of the each Borrower to such Lender resulting from each Loan made by such Lender, including the amounts and currencies of principal and interest payable and paid to such Lender from time to time hereunder. (c) The Administrative Agent shall maintain accounts in which it shall record (i) the amount of each Loan made hereunder, the Facility currency thereof, the Class and Type thereof and the Interest Period (if any) applicable thereto, (ii) the amount of any principal or interest due and payable or to become due and payable from the each applicable Borrower to each applicable Lender hereunder and (iii) any amount received by the Administrative Agent hereunder for the account of the Lenders and each Lender’s share thereof. (d) The entries made in the accounts maintained pursuant to clause paragraph (b) or (c) of this Section 2.09 shall be prima facie evidence of the existence existence, currencies 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 obligation of the any Borrower to repay the Loans to such Borrower in accordance with the terms of this Agreement. (e) Any Lender may request that Loans of any Class made by it be evidenced by a promissory note (a “Promissory Note”). In such event, the each applicable Borrower shall prepare, execute and deliver to such Lender a promissory note 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 form approved by the Administrative Agent and reasonably acceptable to the such Borrower. Thereafter, unless otherwise agreed to by the applicable Lender, the Loans evidenced by such promissory note 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 Promissory Notes in such form payable to the order of the payee named therein (or, if requested by such payeePromissory Note is a registered note, to such payee and its registered assigns).

Appears in 3 contracts

Samples: Amendment Agreement (Momentive Performance Materials Inc.), Senior Secured Debtor in Possession and Exit Asset Based Revolving Credit Agreement (Momentive Performance Materials Inc.), Asset Based Revolving Credit Agreement (Momentive Performance Materials Inc.)

Repayment of Loans; Evidence of Debt. (a) The (i) Each Co-Borrower hereby unconditionally promises to pay (i) to the Administrative Agent at the Applicable Office (A) on the Initial Revolving Maturity Date, for the account of each Initial Revolving Lender the then unpaid principal amount of each Initial Revolving Loan of such Initial Revolving Lender made to such Co-Borrower and (B) on the applicable maturity date for any Class of Revolving Loans (other than Initial Revolving Loans) as specified therefor in the applicable Incremental Facility Amendment, Loan Modification Agreement or Refinancing Amendment, for the account of each Lender the then unpaid principal amount of each Revolving Facility Loan to the Borrower on the Revolving Facility Maturity Date applicable of such Class of such Lender made to such Revolving Facility LoansCo-Borrower, (ii) Finance hereby unconditionally promises to pay to the Administrative Agent for the account of each Lender the then unpaid principal amount of each Term Loan of such Lender as provided in Section 2.10 and (iii) the applicable Co-Borrower hereby unconditionally promises to pay to the Swingline Lender the then unpaid principal amount of each Swingline Loan applicable to any Class of Revolving Facility Commitments made by the Swingline Lender on the earlier to occur of (A) the Revolving Facility Maturity Date for such Class and the first date after such Swingline Loan is made that is the 15th or last day of a calendar month and is at least five ten Business Days after such Swingline Loan is mademade and (B) the Revolving Maturity Date; provided, provided that on each date that a Revolving Facility Borrowing is made by the Borrowermade, the applicable Co-Borrower shall repay all Swingline Loans then outstandingthat were outstanding on the date such Borrowing was requested. (b) Each Lender shall maintain in accordance with its usual practice an account or accounts evidencing the indebtedness of the each Co-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. (c) The Administrative Agent shall shall, in connection with maintenance of the Register in accordance with Section 9.04(b)(vi) maintain accounts in which it shall record (i) the amount of each Loan made hereunder, the Facility Class, Type and Type currency thereof and the Interest Period (if any) applicable thereto, (ii) the amount of any principal principal, premium, interest or interest fees due and payable or to become due and payable from the each Co-Borrower to each Lender hereunder and (iii) the amount of any amount sum received by the Administrative Agent hereunder for the account of the Lenders and each Lender’s share thereof. (d) The entries made in the accounts maintained pursuant to clause paragraph (b) or (c) of this Section 2.09 shall be prima facie evidence of the existence and amounts of the obligations recorded therein; provided, 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 obligation of the any Co-Borrower to repay the Loans pay any amounts due by it hereunder in accordance with the terms of this Agreement. In the event of any inconsistency between the entries made pursuant to paragraphs (b) and (c) of this Section 2.09, the accounts maintained by the Administrative Agent pursuant to paragraph (c) of this Section 2.09 shall control. (e) Any Lender may request through the Administrative Agent that Loans of any Class made by it be evidenced by a promissory note (a “Note”). In such event, the applicable Co-Borrower shall prepare, execute and deliver to such Lender a promissory note 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 and reasonably acceptable to the Borrower. Thereafter, unless otherwise agreed to by the applicable Lender, 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 payable to the payee named therein (or, if requested by such payee, to such payee and its registered assigns).

Appears in 3 contracts

Samples: Second Amendment (Graftech International LTD), Credit Agreement (Graftech International LTD), Credit Agreement (Graftech International LTD)

Repayment of Loans; Evidence of Debt. (a) The Borrower hereby unconditionally promises to pay (i) to the Administrative Agent for the account of each Revolving Facility Lender the then unpaid principal amount of each Revolving Facility Loan to the Borrower (other than an Extended Revolving Loan) of such Lender on the Revolving Facility Maturity Date, (ii) with respect to any tranche of Incremental Term Loans, to the Administrative Agent for the account of each applicable Incremental Term Lender the then unpaid principal amount of each Incremental Term Loan of such tranche of such Incremental Term Lender on the relevant Maturity Date applicable to for such Revolving Facility tranche of Incremental Term Loans, (iiiii) with respect to any Extension Series of Extended Term Loans, to the Administrative Agent for the account of each applicable Extending Lender the then unpaid principal amount of each Extended Term Loan of such Extension Series on the relevant Maturity Date for such Extension Series of Extended Term Loans, (iv) with respect to any Extension Series of Extended Revolving Commitments, to the Administrative Agent for the account of each applicable Extending Lender the then unpaid principal amount of each Extended Revolving Loan of such Extension Series on the relevant Maturity Date for such Extension Series of Extended Revolving Commitments, (v) to the Administrative Agent for the account of each Initial Term Lender the then unpaid principal amount of each Initial Term Loan (other than any Extended Term Loan) of such Initial Term Lender as provided in Section 2.10 and (iiivi) to the Swingline Lender the then unpaid principal amount of each Swingline Loan applicable to any Class of Revolving Facility Commitments on the earlier of the Revolving Facility Maturity Date for such Class and the first date after such Swingline Loan is made that is the 15th or last day of a calendar month and is at least five Business Days after such Swingline Loan is made; provided, provided that on each date that a Revolving Facility Borrowing is made by the Borrowermade, the Borrower shall repay all Swingline Loans then outstandingthat were outstanding on the date such Borrowing was requested. (b) Each Lender shall maintain in accordance with its usual practice an account or accounts evidencing the indebtedness of 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. (c) The Administrative Agent shall maintain accounts in which it shall record (i) the amount of each Loan made hereunder, the Facility and Type thereof and the Interest Period (if any) applicable thereto, (ii) the amount of any principal or interest due and payable or to become due and payable from the Borrower to each Lender hereunder and (iii) any amount received records maintained by the Administrative Agent hereunder for the account of and the Lenders and each Lender’s share thereof. (d) The entries made in the accounts maintained pursuant to clause (b) or (c) of this Section shall be prima facie evidence of the existence and amounts of the obligations recorded thereinof the Borrower in respect of the Loans, LC Disbursements, interest and fees due or accrued hereunder; provided, provided that the failure of any Lender or the Administrative Agent or any Lender to maintain such accounts records or any error therein shall not in any manner affect the obligation of the Borrower to repay the Loans pay any amounts due hereunder in accordance with the terms of this Agreement. (ec) Any Lender may request that Loans of any Class made by it be evidenced by a promissory note (a “Note”)note. In such event, the 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 and reasonably acceptable to the BorrowerAgent. Thereafter, unless otherwise agreed to by the applicable Lender, 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 payable to the payee named therein (or, if requested by such payeepromissory note is a registered note, to such payee and its registered assigns).

Appears in 3 contracts

Samples: Credit Agreement (Costar Group Inc), Credit Agreement (Costar Group Inc), Credit Agreement (Costar Group Inc)

Repayment of Loans; Evidence of Debt. (a) The Borrower hereby unconditionally promises to pay (i) to the Administrative Agent for the account of each Revolving Facility Lender the then unpaid principal amount of each Revolving Facility Loan to the Borrower on the Revolving Facility Maturity Date applicable to such Revolving Facility LoansDate, (iiB) to the Administrative Agent for the account of each Lender the then unpaid principal amount of each Term Loan Protective Advance on the earlier of such Lender as provided in Section 2.10 the Maturity Date and demand by the Administrative Agent, and (iiiC) to the each Swingline Lender the then unpaid principal amount of each Swingline Loan applicable to any Class of Revolving Facility Commitments on the earlier of the Revolving Facility Maturity Date for such Class and the first date after such Swingline Loan is made that is the 15th or last day of a calendar month and is at least five Business Days after such Swingline Loan is madeLender on the Maturity Date; provided, provided that on each date that a Revolving Facility Borrowing Loan is made by while any Swingline Loan or Protective Advance is outstanding under the Borrowersame Facility, the Borrower shall repay all such Swingline Loans and Protective Advances with the proceeds of such Revolving Loan then outstandingoutstanding under the Facility. (b) At all times after the commencement and during the continuance of a Cash Dominion Period, and written notification thereof by the Administrative Agent to the Borrower (subject to the provisions of Section 5.17(b)), on each Business Day, at or before 1:00 p.m., Local Time, the Administrative Agent shall apply all immediately available funds credited on behalf of the Borrower to a Payment Account or such other account directed by the Administrative Agent pursuant to Section 5.17(b) in accordance with Section 7.02 (except (A) clauses first and second thereof and (B) to Secured Cash Management Obligations, Secured Bank Product Obligations and Secured Swap Obligations). (c) [Reserved]. (d) Each Lender shall maintain in accordance with its usual practice an account or accounts evidencing the indebtedness of 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. (ce) The Administrative Agent shall maintain accounts in which it shall record (i) the amount of each Loan made hereunderunder the Facility, the Facility Class and Type thereof and the Interest Period (if any) applicable thereto, (ii) the amount of any principal or interest due and payable or to become due and payable from the relevant Borrower to each Lender hereunder under the Facility and (iii) the amount of any amount sum received by the Administrative Agent hereunder for the account of the Lenders and each Lender’s share thereof. (df) The entries made in the accounts maintained pursuant to clause paragraph (bd) or (ce) of this Section shall be prima facie evidence of the existence and amounts of the obligations recorded therein; provided, 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 obligation of the Borrower to repay the Loans pay any amounts due hereunder in accordance with the terms of this Agreement. In the event of any inconsistency between the entries made pursuant to paragraphs (d) and (e) of this Section, the accounts maintained by the Administrative Agent pursuant to paragraph (e) of this Section shall control. (eg) Any Lender may request through the Administrative Agent that Loans of any Class made by it be evidenced by a promissory note (a “Note”)note. In such event, the relevant 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 form approved provided by the Administrative Agent and reasonably acceptable to approved by the Borrower. Thereafter, unless otherwise agreed to by the applicable Lender, 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 payable to the payee named therein (or, if requested by such payee, to such payee and its registered assigns).

Appears in 3 contracts

Samples: Abl Credit Agreement (Chewy, Inc.), Abl Credit Agreement (Chewy, Inc.), Abl Credit Agreement (Chewy, Inc.)

Repayment of Loans; Evidence of Debt. (a) The Borrower hereby unconditionally promises to pay shall, for the benefit of the Lenders, on the Revolving Credit Maturity Date, (i) repay to the Administrative Agent the then-unpaid Revolving Credit Loans and (ii) retire all other then-outstanding Revolving Credit Exposure. The Borrower shall repay the Swingline Lender, or to the extent required by Section 2.16(c), to the Administrative Agent for the account of each Revolving Facility Lender the then unpaid principal amount of each Revolving Facility Loan to the Borrower on the Revolving Facility Maturity Date applicable to such Revolving Facility LoansLenders, (ii) to the Administrative Agent for the account of each Lender the then unpaid principal amount of each Term Loan of such Lender as provided in Section 2.10 and (iii) to the Swingline Lender the then unpaid principal amount of each Swingline Loan applicable to any Class of Revolving Facility Commitments on the earlier of the Revolving Facility Credit Maturity Date for such Class and the first date after such Swingline Loan is made that is the 15th or last day of a calendar month and is at least five two (2) Business Days after such Swingline Loan is made; provided, provided that on each date that a Revolving Facility Borrowing is made by the Borrowermade, the Borrower shall repay all Swingline Loans then outstanding. (b) Each Lender shall maintain in accordance with its usual practice an account or accounts evidencing the indebtedness Indebtedness of the Borrower to the appropriate lending office of such Lender resulting from each Revolving Credit Loan made by such Lenderlending office of such Lender from time to time, including the amounts and currency of principal and interest payable and paid to such lending office of such Lender from time to time hereunderunder this Agreement. (c) The Administrative Agent shall maintain accounts the Register pursuant to Section 12.6, and a sub-account for each Lender, in which it Register and sub-accounts (taken together) shall record be recorded (i) the amount of each Revolving Credit Loan made hereunder, the Facility Type and Type thereof Class of each Revolving Credit Loan made and the Interest LIBOR Period (if any) applicable thereto, (ii) the amount of any principal or interest due and payable or to become due and payable from the Borrower to each Lender hereunder and (iii) the amount of any amount sum received by the Administrative Agent hereunder for from the account of the Lenders Borrower and each Lender’s share thereof. (d) The entries made in the Register and accounts and subaccounts maintained pursuant to clause paragraphs (b) or and (c) of this Section shall shall, to the extent permitted by applicable law, be prima facie evidence of the existence and amounts of the obligations recorded thereinof the Borrower therein recorded; provided, provided that the failure of any Lender or the Administrative Agent to maintain such accounts account, such Register or such subaccount, as applicable, or any error therein therein, shall not in any manner affect the obligation of the Borrower to repay (with applicable interest) the Revolving Credit Loans made to the Borrower by such Lender in accordance with the terms of this Agreement. In the event that there is an inconsistency between the accounts maintained by a Lender pursuant to Section 2.5(b) and the Register maintained by the Administrative Agent pursuant to Section 12.6, the said Register shall prevail. (e) All payments to be made by the Administrative Agent to any Lender hereunder shall be made in accordance with the payment instructions of such Lender set forth on the signature page of such Lender hereunder or, if such Lender is an Assignee, set forth in the Assignment and Assumption of such Lender. (f) Any Lender may request that Loans made by it be evidenced by a promissory note (a “Note”)note. In such event, the 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 form approved by the Administrative Agent and reasonably acceptable to the BorrowerAgent. Thereafter, unless otherwise agreed to by the applicable Lender, the Revolving Credit Loans evidenced by such promissory note and interest thereon shall at all times (including after assignment pursuant to Section 9.0412.6) be represented by one or more promissory notes in such form payable to the order of the payee named therein (or, if requested by such payeepromissory note is a registered note, to such payee and its registered assigns).

Appears in 3 contracts

Samples: Revolving Credit Agreement (ITC Holdings Corp.), Revolving Credit Agreement (ITC Holdings Corp.), Revolving Credit Agreement (ITC Holdings Corp.)

Repayment of Loans; Evidence of Debt. (a) The Borrower hereby unconditionally promises to pay (i) to the Administrative Agent for the account of each Revolving Facility Lender the then unpaid principal amount of each Revolving Facility Loan to the Borrower on the Revolving Facility Maturity Date applicable to such Revolving Facility Loans, and (ii) to the Administrative Agent for the account of each Lender the then unpaid principal amount of each Term Loan of such Lender as provided in Section 2.10 and (iii) to the Swingline Lender the then unpaid principal amount of each Swingline Loan applicable to any Class of Revolving Facility Commitments on the earlier of the Revolving Facility Maturity Date for such Class and the first date after such Swingline Loan is made that is the 15th or last day of a calendar month and is at least five Business Days after such Swingline Loan is made; provided, provided that on each date that a Revolving Facility Borrowing is made by the Borrower, the Borrower shall repay all Swingline Loans then outstanding. (b) Each Lender shall maintain in accordance with its usual practice an account or accounts evidencing the indebtedness of 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. (c) The Administrative Agent shall maintain accounts in which it shall record (i) the amount of each Loan made hereunder, and the Facility and Type thereof and the Interest Period (if any) applicable thereto, (ii) the amount of any principal or interest due and payable or to become due and payable from the Borrower to each Lender hereunder and (iii) any amount received by the Administrative Agent hereunder for the account of the Lenders and each Lender’s share thereof. (d) The entries made in the accounts maintained pursuant to clause paragraph (b) or (c) of this Section shall be prima facie evidence of the existence and amounts of the obligations recorded therein; provided, 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 obligation of the Borrower to repay the Loans in accordance with the terms of this Agreement. (e) Any Lender may request that Loans made by it be evidenced by a promissory note (a “Note”). In such event, the 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 form approved by the Administrative Agent and reasonably acceptable to the BorrowerAgent. Thereafter, unless otherwise agreed to by the applicable Lender, 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 payable to the order of the payee named therein (or, if requested by such payeepromissory note is a registered note, to such payee and its registered assigns).

Appears in 3 contracts

Samples: Credit Agreement (Hughes Network Systems, LLC), Credit Agreement (Hughes Communications, Inc.), Credit Agreement (Hughes Communications, Inc.)

Repayment of Loans; Evidence of Debt. (ai) The Each Borrower hereby unconditionally promises to pay (i) to the Administrative Agent for the account of each Revolving Facility Lender the then unpaid principal amount of each Revolving Facility Loan to the such Borrower on the Revolving Facility Maturity Date applicable to in the currency of such Revolving Facility Loans, Loan and (ii) the Company hereby unconditionally promises to pay (A) to the Administrative Agent for the account of each Term Lender the then unpaid principal amount of each Term Loan of such Lender to the Company on such dates and in such amounts as provided in Section 2.10 and (iiiB) to the Swingline Lender the then unpaid principal amount of each Swingline Loan applicable made to any Class of Revolving Facility Commitments the Company on the earlier of the Revolving Facility Maturity Date for such Class and the first date after such Swingline Loan is made that is the 15th or last day of a calendar month and is at least five seven (7) Business Days after such Swingline Loan is made; provided, provided that on each date that a Revolving Facility Borrowing (other than a Borrowing that is required to finance the reimbursement of an L/C Disbursement as contemplated by Section 2.05(e)) is made by the BorrowerCompany, the Borrower Company shall repay all Swingline Loans then outstanding. (b) Each Lender shall maintain in accordance with its usual practice an account or accounts evidencing the indebtedness of the 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. (c) The Administrative Agent shall maintain accounts in which it shall record (i) the amount of each Loan made hereunder, the Facility Facility, Agreed Currency and Type thereof and the Interest Period (if any) applicable thereto, (ii) the amount of any principal or interest due and payable or to become due and payable from the relevant Borrower to each Lender hereunder and (iii) any amount received by the such Administrative Agent hereunder for the account of the Lenders and each Lender’s share thereof. (d) The entries made in the accounts maintained pursuant to clause paragraph (b) or (c) of this Section shall be prima facie evidence of the existence and amounts of the obligations recorded therein; provided, 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 obligation of the any Borrower to repay the Loans in accordance with the terms of this Agreement. (e) Any Lender may request that Loans made by it to any Borrower be evidenced by a promissory note (a “Note”)substantially in the form of Exhibit H-1 or Exhibit H-2, as applicable. In such event, the relevant 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 form approved by the Administrative Agent and reasonably acceptable to the BorrowerAgent. Thereafter, unless otherwise agreed to by the applicable Lender, 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 payable to the order of the payee named therein (or, if requested by such payeepromissory note is a registered note, to such payee and its registered assigns).

Appears in 3 contracts

Samples: Credit Agreement (Chart Industries Inc), Credit Agreement (Chart Industries Inc), Credit Agreement (Chart Industries Inc)

Repayment of Loans; Evidence of Debt. (a) The Borrower hereby unconditionally promises to pay (i) to the Administrative Agent for the account of each Revolving Facility Lender the then unpaid principal amount of each Revolving Facility Loan to the Borrower of such Revolving Lender on the Revolving Facility Maturity Date applicable to such Revolving Facility Loans, and (ii) to the Administrative Agent for the account of each Term Loan Lender the then unpaid principal amount of each Term Loan of such Term Loan Lender as provided in Section 2.10 2.09 and (iii) to the Swingline Lender the then unpaid principal amount of each Swingline Loan applicable to any Class of Revolving Facility Commitments on the earlier of the Revolving Facility Maturity Date for such Class and the first date after such Swingline Loan is made that is the 15th or last day of a calendar month and is at least five two Business Days after such Swingline Loan is made; provided, provided that on each date that a Revolving Facility Borrowing is made by the Borrowermade, the Borrower shall repay all Swingline Loans then outstanding; provided further, that no payment of any Swingline Loan under the foregoing provisions shall be required so long as the aggregate unpaid principal balance of all Swingline Loans is less than $5,000,000. (b) Each Lender shall maintain in accordance with its usual practice an account or accounts evidencing the indebtedness of 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. (c) The Administrative Agent shall maintain accounts in which it shall record (i) the amount of each Loan made hereunder, the Facility Class and Type thereof and the Interest Period (if any) applicable thereto, (ii) the amount of any principal or interest due and payable or to become due and payable from the Borrower to each Lender hereunder and (iii) the amount of any amount sum received by the Administrative Agent hereunder for the account of the Lenders and each Lender’s share thereof. (d) The entries made in the accounts maintained pursuant to clause paragraphs (b) or (c) of this Section shall be prima facie evidence of the existence and amounts of the obligations recorded therein; provided, 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 obligation of the Borrower to repay the Loans in accordance with the terms of this Agreement. (e) Any Lender may request that Loans made by it be evidenced by a promissory note (a “Note”). In such event, the 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 and reasonably acceptable to the Borrower. Thereafter, unless otherwise agreed to by the applicable Lender, 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 payable to the payee named therein (or, if requested by such payee, to such payee and its registered assigns).

Appears in 3 contracts

Samples: Credit Agreement (DXP Enterprises Inc), Credit Agreement (DXP Enterprises Inc), Credit Agreement (DXP Enterprises Inc)

Repayment of Loans; Evidence of Debt. (a) The Borrower hereby unconditionally promises to pay (i) to the Administrative Agent for the account of each Revolving Facility Lender the then unpaid principal amount of each Revolving Facility Loan to the Borrower on the Revolving Facility Maturity Date applicable to such Revolving Facility LoansDate, (ii) to the Administrative Agent for the account of each Lender the then unpaid principal amount of each Term Loan Protective Advance on the earlier of such Lender as provided in Section 2.10 the Maturity Date and demand by the Administrative Agent and (iii) to the Swingline Lender the then unpaid principal amount of each Swingline Loan applicable to any Class of Revolving Facility Commitments on the earlier of the Revolving Facility Maturity Date for such Class and the first date after such Swingline Loan is made that is the 15th or last day of a calendar month and is at least five Business Days after such Swingline Loan is madeDate; provided, provided that on each date that a Revolving Facility Borrowing Loan is made by the Borrowerwhile any Swingline Loan or Protective Advance is outstanding, the Borrower shall repay all such Swingline Loans and Protective Advances with the proceeds of such Revolving Loan then outstanding. (b) At all times after the occurrence and during the continuance of a Liquidity Event and notification thereof by the Administrative Agent to the Borrower (subject to the provisions of Section 2.18(b) and to the terms of the Security Agreement), on each Business Day, at or before 1:00 p.m., New York City time, the Administrative Agent shall apply all immediately available funds credited to the Collateral Agent Account, first to pay any fees or expense reimbursements then due to the Agent, the Issuing Banks and the Lenders (other than in connection with Banking Services or Secured Hedging Obligations), pro rata, second to pay interest due and payable in respect of any Revolving Loans (including Swingline Loans) and any Protective Advances that may be outstanding, pro rata, third to prepay the principal of any Protective Advances that may be outstanding, pro rata, fourth to prepay the principal of the Tranche A Loans (including Swingline Loans) and to cash collateralize outstanding LC Exposure, pro rata, fifth to prepay the principal of the Tranche A-1 Loans and sixth as the Borrower may direct. (c) Each Lender shall maintain in accordance with its usual practice an account or accounts evidencing the indebtedness of 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. (cd) The Administrative Agent shall maintain accounts in which it shall record (i) the amount of each Loan made hereunder, the Facility Class and Type thereof and the Interest Period (if any) applicable thereto, (ii) the amount of any principal or interest due and payable or to become due and payable from the Borrower to each Lender hereunder and (iii) the amount of any amount sum received by the Administrative Agent hereunder for the account of the Lenders and each Lender’s share thereof. (de) The entries made in the accounts maintained pursuant to clause paragraph (bc) or (cd) of this Section shall be prima facie evidence of the existence and amounts of the obligations recorded thereintherein (absent manifest error); provided, 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 obligation of the Borrower to repay the Loans in accordance with the terms of this Agreement. (ef) Any Lender may request that Loans made by it be evidenced by a promissory note (a “Note”)note. In such event, the 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) assigns and in a substantially the form approved by the Administrative Agent and reasonably acceptable to the Borrowerof Exhibit H hereto. Thereafter, unless otherwise agreed to by the applicable Lender, 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 payable to the payee named therein (or, if requested by such payee, to such payee and its registered assigns).

Appears in 3 contracts

Samples: Abl Credit Agreement (TMS International Corp.), Abl Credit Agreement (TMS International Corp.), Abl Credit Agreement (Tube City IMS CORP)

Repayment of Loans; Evidence of Debt. (a) The Each Borrower hereby unconditionally promises to pay (i) to the Administrative Agent for the account of each Revolving Facility Lender the then unpaid principal amount of each Revolving Facility Loan owed by such Borrower to the Borrower such Lender on the Revolving Facility Maturity Date applicable to such Revolving Facility Loans, Date; (ii) to the Administrative Agent for the account of each Lender the then unpaid principal amount of each Term Revolving Loan of owed by such Borrower to such Lender as provided in Section 2.10 and on the Borrowing Maturity Date applicable to such Loan; (iii) to the each Swingline Lender the then unpaid principal amount of each Swingline Loan applicable owed to any Class of Revolving Facility Commitments such Swingline Lender by such Borrower on the earlier of the Revolving Facility Maturity Date for such Class and the first date after such Swingline Loan is made that is the 15th or last day of a calendar month and is at least five two Business Days after such Swingline Loan is made; provided, provided that on each date that a new Revolving Facility Borrowing is made by the Borrowermade, the such Borrower shall repay all Swingline Loans of such Borrower then outstanding; and (iv) to the Administrative Agent the then unpaid principal amount of each Protective Advance on the earliest of (A) the Maturity Date, (B) the day that is 30 days after the making of such Protective Advance (or if such day is not a Business Day, the next succeeding Business Day) and (C) 3 Business Days following demand by the Administrative Agent. (b) Each Lender shall maintain in accordance with its usual practice an account or accounts evidencing the indebtedness of the 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. (c) The Administrative Agent shall maintain accounts in which it shall record (i) the amount of each Loan made hereunder, the Facility Class and Type thereof and the Interest Period (if any) applicable thereto, (ii) the amount of any principal or interest due and payable or to become due and payable from the each Borrower to each Lender hereunder and (iii) the amount of any amount sum received by the Administrative Agent hereunder for the account of the Lenders and each Lender’s share thereof. (d) The entries made in the accounts maintained pursuant to clause paragraph (b) or (c) of this Section shall be prima facie evidence of the existence and amounts of the obligations recorded therein; provided, 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 obligation of the each Borrower to repay the its Loans in accordance with the terms of this Agreement. (e) Any Lender may request that Loans made by it be evidenced by a promissory note (a “Note”)note. In such event, the applicable 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 substantially the form approved by the Administrative Agent and reasonably acceptable to the Borrowerof Exhibit G hereto. Thereafter, unless otherwise agreed to by the applicable Lender, 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 payable to the payee named therein (or, if requested by such payeepromissory note is a registered note, to such payee and its registered assigns). (f) On each Business Day during any Cash Dominion Period, except to the extent that during a continuing Event of Default the Administrative Agent elects, or the Required Lenders direct, amounts to be applied as set forth in Section 2.17(f), the Administrative Agent shall apply all immediately available funds credited to the Concentration Account, and the Administrative Agent may, in its Permitted Discretion, apply other amounts contained in Control Accounts, in each case, first to prepay any Protective Advances that may be outstanding, pro rata, second to prepay any Swingline Loans that may be outstanding, third to prepay any Revolving Loans that may be outstanding, it being understood that any prepayments of Revolving Loans shall be applied in accordance with Section 2.17(f) and fourth to cash collateralize outstanding LC Exposure in the manner provided in Section 2.05(j). If the Borrowers are required to provide (and have provided the required amount of) cash collateral pursuant to this Section 2.09(f), the amount of such cash collateral (to the extent not otherwise required to be maintained by any other provision of this Agreement) shall be returned to the Borrowers within two Business Days after the last day of such Cash Dominion Period.

Appears in 2 contracts

Samples: Credit Agreement (J C Penney Co Inc), Credit Agreement (J C Penney Co Inc)

Repayment of Loans; Evidence of Debt. (a) The Each Borrower within a Borrower Group hereby unconditionally promises to pay (i) to the Administrative Agent for the account of each Revolving Facility Applicable Lender the then unpaid principal amount of each Revolving Facility Loan to the Borrower made by such Applicable Lender on the Revolving Facility Maturity Date applicable to such Revolving Facility LoansDate, (ii) to the Administrative Agent the then unpaid amount of each Protective Advance made to or for the account of each Lender the then unpaid principal amount Borrowers within such Borrower Group on the earlier of each Term Loan of such Lender as provided in Section 2.10 the Maturity Date and demand by the Agent, (iii) to the Applicable Swingline Lender the then unpaid principal amount of each Swingline Loan applicable to any Class of Revolving Facility Commitments made by such Applicable Swingline Lender on the earlier of the Revolving Facility Maturity Date and (iv) to the Agent for the account of each Applicable Extending Lender of each Extension Series made available to the Borrowers within such Borrower Group, the then unpaid principal amount of each Extended Revolving Loan of such Extension Series on the maturity date for such Class and the first date after such Swingline Loan is made that is the 15th or last day of a calendar month and is at least five Business Days after such Swingline Loan is madeExtension Series; provided, provided that on each date that a Revolving Facility Borrowing Loan to a Borrower within a Borrower Group is made by while any Swingline Loan or Protective Advance made to the BorrowerBorrowers within such Borrower Group is outstanding, the Borrowers within such Borrower Group shall repay all such Swingline Loans and Protective Advances with the proceeds of such Revolving Loan then outstanding. (b) At all times after the occurrence and during the continuance of a Liquidity Event and notification thereof by the Agent to the Borrower Agent (subject to the provisions of Section 2.18(b) and to the terms of the Security Agreement), on each Business Day, at or before 1:00 p.m., New York City time, or with respect to Canadian Revolving Loans, 1:00 p.m. Toronto, Ontario time, the Agent shall apply all immediately available funds credited to the BANA Account of a Borrower Group or such other account of such Borrower Group directed by the Agent pursuant to Section 2.21(b), first to pay any fees or expense reimbursements then due to the Agent, the Applicable Issuing Banks and the Applicable Lenders (other than in connection with Banking Services or Secured Swap Obligations), pro rata, second to pay interest due and payable in respect of any Revolving Loans (including Swingline Loans) made to the Borrowers within such Borrower Group and any Protective Advances made to the Borrowers within such Borrower Group that may be outstanding, pro rata, third to prepay the principal of any Protective Advances made to the Borrowers within such Borrower Group that may be outstanding, pro rata, and fourth to prepay the principal of the Revolving Loans (including Swingline Loans) made to the Borrowers within such Borrower Group and to cash collateralize outstanding LC Exposure of the Applicable Issuing Bank and Applicable Lenders with respect to such Borrower Group, pro rata. It being understood that in no event shall any of the Canadian Loan Parties make any payment hereunder or under any other Loan Document on account of any U.S. Obligations. (c) Each Applicable Lender shall maintain in accordance with its usual practice an account or accounts evidencing the indebtedness of the Borrowers within a Borrower Group to such Applicable Lender resulting from each Loan made by such LenderLender to any Borrower within such Borrower Group, including the amounts of principal and interest payable and paid to such Lender from time to time hereunder. (cd) The Administrative Agent shall maintain accounts in which it shall record (i) the amount of each Loan made hereunderhereunder to a Borrower within a Borrower Group, the Facility Class and Type thereof and the Interest Period (if any) applicable thereto, (ii) the amount of any principal or interest due and payable or to become due and payable from the Borrowers within such Borrower Group to each Applicable Lender hereunder and (iii) the amount of any amount sum received by the Administrative Agent hereunder for the account of the Applicable Lenders and each Applicable Lender’s share thereof. (de) The entries made in the accounts maintained pursuant to clause paragraph (bc) or (cd) of this Section shall be prima facie evidence of the existence and amounts of the obligations recorded therein; provided, provided that the failure of any Applicable Lender or the Administrative Agent to maintain such accounts or any error therein shall not in any manner affect the obligation of the Borrowers within a Borrower Group to repay the Loans made to the Borrowers within such Borrower Group in accordance with the terms of this Agreement. (ef) Any Applicable Lender may request that Revolving Loans made by it to the Borrowers within a Borrower Group be evidenced by a promissory note (a “Note”)note. In such event, the Borrowers within such Borrower Group shall prepare, execute and deliver to such Applicable Lender a promissory note payable to such Lender (or, if requested by such Lender, to such Applicable Lender and its registered assigns) assigns and in substantially the form of Exhibit G-1 hereto, in the case of any promissory note issued to a form approved by the Administrative Agent and reasonably acceptable to the Borrower. Thereafter, unless otherwise agreed to by the applicable Canadian Lender, and Exhibit G-2, in the Loans evidenced by such case of any promissory note and interest thereon shall at all times (including after assignment pursuant issued to Section 9.04) be represented by one or more promissory notes in such form payable to the payee named therein (or, if requested by such payee, to such payee and its registered assigns)a U.S. Lender.

Appears in 2 contracts

Samples: Credit Agreement (ATD Corp), Credit Agreement (American Tire Distributors Holdings, Inc.)

Repayment of Loans; Evidence of Debt. (a) The Borrower hereby unconditionally promises to pay (i) outstanding principal amount of all Revolving Loans shall be due and payable on the Final Maturity Date or, if earlier, on the date on which they are declared due and payable pursuant to the Administrative Agent for terms of this Agreement. (b) The outstanding principal of the account Initial Term Loan shall be repayable, ratably, in consecutive quarterly installments, each such installment to be due and payable on the last day of each Revolving Facility Lender fiscal quarter, commencing with the then fiscal quarter ending June 30, 2020, in an amount equal to $925,000; provided, however, that the last such installment shall be in the amount necessary to repay in full the unpaid principal amount of each Revolving Facility the Term Loan to the Borrower on the Revolving Facility Final Maturity Date applicable to such Revolving Facility Loans, (ii) to Date. The outstanding principal amount of the Administrative Agent for Delayed Draw Term Loan shall be repayable in quarterly installments on the account last day of each Lender fiscal quarter, commencing with the then first fiscal quarter after the fiscal quarter in which the Delayed Draw Term Loan is drawn, in an amount equal to $75,000; provided, however, that the last such installment shall be in the amount necessary to repay in full the unpaid principal amount of each the Delayed Draw Term Loan. The outstanding unpaid principal of the Term Loan of such Lender as provided and all accrued and unpaid interest thereon, shall be due and payable in Section 2.10 and (iii) to the Swingline Lender the then unpaid principal amount of each Swingline Loan applicable to any Class of Revolving Facility Commitments full on the earlier of the Revolving Facility Final Maturity Date for such Class and the first date after such Swingline Loan is made that is the 15th or last day of a calendar month and is at least five Business Days after such Swingline Loan is made; provided, that on each date that a Revolving Facility Borrowing is made by the Borrower, the Borrower shall repay all Swingline Loans then outstandingDate. (bc) Each Lender shall maintain in accordance with its usual practice an account or accounts evidencing the indebtedness Indebtedness of the Borrower Borrowers 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. (cd) The Administrative Agent shall maintain accounts in which it shall record (i) the amount of each Loan made hereunder, the Facility and Type thereof and the Interest Period (if any) applicable thereto, (ii) the amount of any principal or interest due and payable or to become due and payable from the Borrower Borrowers to each Lender hereunder and (iii) the amount of any amount sum received by the Administrative Agent hereunder for the account of the Lenders and each Lender’s share thereof. (de) The entries made in the accounts maintained pursuant to clause paragraph (bc) or (cd) of this Section shall be prima facie evidence of the existence and amounts of the obligations recorded therein; provided, 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 obligation of the Borrower Borrowers to repay the Loans in accordance with the terms of this Agreement. (ef) Any Lender may request that Loans made by it be evidenced by a promissory note (a “Note”)note. In such event, the Borrower Borrowers 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 form approved by the Administrative Agent and reasonably acceptable to the Borrower). Thereafter, unless otherwise agreed to by the applicable Lender, the Loans evidenced by such promissory note and interest thereon shall at all times (including after assignment pursuant to Section 9.0412.07) be represented by one or more promissory notes in such form payable to the payee named therein (or, if requested by such payee, to such payee and its registered assigns).

Appears in 2 contracts

Samples: Financing Agreement (Xponential Fitness, Inc.), Financing Agreement (Xponential Fitness, Inc.)

Repayment of Loans; Evidence of Debt. (a) The Borrower hereby unconditionally promises to pay (i) to the Administrative Agent for the account of each Revolving Facility Lender under each Revolving Facility the then unpaid principal amount of each Revolving Facility Loan to the Borrower under such Revolving Facility on the Revolving Facility Maturity Date applicable with respect to such Revolving Facility LoansFacility, (ii) to the Administrative Agent for the account of each Lender the then unpaid principal amount of each Term Loan of such Lender as provided in Section 2.10 2.10, and (iii) to the Swingline Lender the then unpaid principal amount of each Swingline Loan applicable to under any Class of Revolving Facility Commitments on the earlier of the Revolving Facility Maturity Date for with respect to such Class and the first date after such Swingline Loan is made that is the 15th or last day of a calendar month and is at least five Business Days after such Swingline Loan is made; provided, that on each date that a Revolving Facility Borrowing is made by the Borrower, the Borrower shall repay all Swingline Loans then outstandingFacility. (b) Each Lender shall maintain in accordance with its usual practice an account or accounts evidencing the indebtedness of 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. (c) The Administrative Agent shall maintain accounts in which it shall record (i) the amount and currency of each Loan made hereunder, the Facility and Type thereof and the Interest Period (if any) applicable thereto, (ii) the amount of any principal or interest due and payable or to become due and payable from the Borrower to each Lender hereunder hereunder, and (iii) any amount received by the Administrative Agent hereunder for the account of the Lenders and each Lender’s share thereof. (d) The entries made in the accounts maintained pursuant to clause paragraph (b) or (c) 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 obligation of the Borrower to repay the Loans in accordance with the terms of this Agreement. (e) Any Lender may request (by written notice to the Administrative Agent) that Loans of any Class made by it be evidenced by a promissory note (a “Note”). In such event, the Borrower shall promptly 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 form approved by the Administrative Agent and reasonably acceptable to the Borrower. Thereafter, unless otherwise agreed to by the applicable Lender, 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 payable to the order of the payee named therein (or, if requested by such payee, to such payee and its registered assigns).

Appears in 2 contracts

Samples: First Lien Credit Agreement (Vici Properties Inc.), First Lien Credit Agreement (Vici Properties Inc.)

Repayment of Loans; Evidence of Debt. (a) The Borrower hereby unconditionally promises to pay (i) to the Administrative Agent for the account of each Revolving Facility applicable Lender the then unpaid principal amount of each Revolving Facility Loan to the Borrower of such Lender on the Revolving Facility Maturity Date applicable to such Revolving Facility LoansDate, (ii) to the Administrative Agent for the account of each applicable Lender the then unpaid principal amount of each Term Loan of such Lender as provided in Section 2.10 and 2.10, (iii) to the Administrative Agent for the account of each applicable Incremental Lender the then unpaid principal amount of each Incremental Tranche A Term Loan of such Incremental Lender as set forth in Section 2.10, (iv) to the Administrative Agent for the account of each applicable Lender the then unpaid principal amount of each Additional Incremental Loan of any Class of such Lender as set forth in the applicable Additional Incremental Facility Agreement and (v) to each Swingline Lender the then unpaid principal amount of each Swingline Loan applicable to any Class of Revolving Facility Commitments made by it on the earlier of the Revolving Facility Maturity Date for such Class and the first date after such Swingline Loan is made that is the 15th or last day of a calendar month and is at least five two Business Days after such Swingline Loan is made; provided, that on each date that a Revolving Facility Borrowing is made by the Borrower, the Borrower shall repay all Swingline Loans then outstanding. (b) Each Lender shall maintain in accordance with its usual practice an account or accounts evidencing the indebtedness of 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. (c) The Administrative Agent shall maintain accounts in which it shall record (i) the amount of each Loan made hereunder, the Facility Class and Type thereof and the Interest Period (if any) applicable thereto, (ii) the amount of any principal or interest due and payable or to become due and payable from the Borrower to each Lender hereunder and (iii) the amount of any amount sum received by the Administrative Agent hereunder for the account of the Lenders and each Lender’s 's share thereof. (d) The entries made in the accounts maintained pursuant to clause (bSection 2.09(b) or (cand 2.09(c) of this Section shall be prima facie evidence of the existence and amounts of the obligations recorded therein; provided, 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 obligation of the Borrower to repay the Loans in accordance with the terms of this Agreement. (e) Any No promissory notes evidencing Loans hereunder will be issued unless a Lender may request requests that Loans made by it be evidenced by a promissory note (a “Note”)be issued to it to evidence its Loans of any Class. In such event, the 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 form approved by the Administrative Agent and reasonably acceptable to the BorrowerAgent. Thereafter, unless otherwise agreed to by the applicable Lender, the Loans evidenced by such promissory note and interest thereon shall at all times (including after assignment pursuant to Section 9.0410.04) be represented by one or more promissory notes in such form payable to the order of the payee named therein (or, if requested by such payeepromissory note is a registered note, to such payee and its registered assigns).

Appears in 2 contracts

Samples: Master Lease Agreement (Williams Companies Inc), Aircraft Dry Lease (Williams Companies Inc)

Repayment of Loans; Evidence of Debt. (a) The Borrower hereby unconditionally promises to pay (i) to the Administrative Agent for the account of each Revolving Facility Lender the then unpaid principal amount of each Revolving Facility Loan to the Borrower on the Revolving Facility Maturity Date applicable to such Revolving Facility LoansDate, and (ii) to the Administrative Agent for the account of each Lender the then unpaid principal amount of each Term Loan of such Lender as provided in Section 2.10 and (iii) to the Swingline Lender the then unpaid principal amount of each Swingline Loan applicable to any Class of Revolving Facility Commitments on the earlier of the Revolving Facility Maturity Date for such Class and the first date after such Swingline Loan is made that is the 15th or last day of a calendar month and is at least five two Business Days after such Swingline Loan is made; provided, provided that on each date that a Revolving Facility Borrowing is made by the Borrowermade, the Borrower shall repay all Swingline Loans then outstanding, except for amounts which do not satisfy the minimum borrowing amounts for Revolving Borrowings set forth in Section 2.02. (b) Each Lender shall maintain in accordance with its usual practice an account or accounts evidencing the indebtedness of 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. (c) The Administrative Agent shall maintain accounts in which it shall record (i) the amount of each Loan made hereunder, the Facility Class and Type thereof and the Interest Period (if any) applicable thereto, (ii) the amount of any principal or interest due and payable or to become due and payable from the Borrower to each Lender hereunder and (iii) the amount of any amount sum received by the Administrative Agent hereunder for the account of the Lenders and each Lender’s 's share thereof. (d) The entries made in the accounts maintained pursuant to clause paragraph (b) or (c) of this Section shall be prima facie evidence of the existence and amounts of the obligations recorded therein; provided, 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 obligation of the Borrower to repay the Loans in accordance with the terms of this Agreement. (e) Any Lender may request that Loans made by it be evidenced by a promissory note (a “Note”)note. In such event, the 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 form approved by the Administrative Agent and reasonably acceptable to the BorrowerAgent. Thereafter, unless otherwise agreed to by the applicable Lender, 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 payable to the order of the payee named therein (or, if requested by such payeepromissory note is a registered note, to such payee and its registered assigns).

Appears in 2 contracts

Samples: Credit Agreement (Oneida LTD), Credit Agreement (Oneida LTD)

Repayment of Loans; Evidence of Debt. (a) The Each Borrower hereby unconditionally promises to pay (i) to the Administrative Agent for the account of each Revolving Facility Lender the then unpaid principal amount of each Revolving Facility Loan owed by such Borrower to the Borrower such Lender on the Revolving Facility Maturity Date applicable to such Revolving Facility LoansDate, (ii) to the Administrative Agent for the account of each Lender the then unpaid principal amount of each Term Loan of owed by such Borrower to such Lender as provided in Section 2.10 2.10, (iii) to the Administrative Agent for the account of each Lender the then unpaid principal amount of each Local Currency Loan owed by such Borrower to such Lender on the last day of the Interest Period applicable to such Loan and (iiiiv) to the Swingline Lender the then unpaid principal amount of each Swingline Loan applicable to any Class of Revolving Facility Commitments owed by such Borrower on the earlier of the Revolving Facility Maturity Date for such Class and the first date after such Swingline Loan is made that is the 15th or last day of a calendar month and is at least five two Business Days after such Swingline Loan is made; provided, that on each date that a Revolving Facility Borrowing is made by the Borrower, the Borrower shall repay all Swingline Loans then outstanding. (b) Each Lender shall maintain in accordance with its usual practice an account or accounts evidencing the indebtedness of the each Borrower to such Lender resulting from each Loan made by such Lender, including the currency thereof and the amounts of principal and interest payable and paid to such Lender from time to time hereunder. (c) The Administrative Agent shall maintain accounts in which it shall record (i) the amount and currency of each Loan made hereunder, the Facility Class and Type thereof, the Borrower in respect thereof and the Interest Period (if any) applicable thereto, (ii) the amount of any principal or interest due and payable or to become due and payable from the each Borrower to each Lender hereunder and (iii) the amount of any amount sum received by the Administrative Agent hereunder for the account of the Lenders and each Lender’s share thereof. (d) The entries made in the accounts maintained pursuant to clause paragraph (b) or (c) of this Section shall be prima facie evidence of the existence and amounts of the obligations recorded therein; provided, 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 obligation of the each Borrower to repay the its Loans in accordance with the terms of this Agreement. (e) Any Lender may request that Loans of any Class (or any Local Currency Loan) made by it to any Borrower be evidenced by a promissory note (a “Note”)note. In such event, the applicable 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 form approved by the Administrative Agent and reasonably acceptable to and, in the Borrowercase of a promissory note evidencing one or more Local Currency Loans, such Lender. Thereafter, unless otherwise agreed to by the applicable Lender, the Loans evidenced by such promissory note and interest thereon shall at all times (including after assignment pursuant to Section 9.0410.04) be represented by one or more promissory notes in such form payable to the order of the payee named therein (or, if requested by such payeepromissory note is a registered note, to such payee and its registered assigns).

Appears in 2 contracts

Samples: Credit Agreement (Mosaic Co), Credit Agreement (Mosaic Co)

Repayment of Loans; Evidence of Debt. (a) The Borrower hereby unconditionally promises to pay (i) to the Administrative Agent for the account of each Revolving Facility Credit Lender the then unpaid principal amount of each Revolving Facility Credit Loan to the Borrower of such Revolving Credit Lender on the Termination Date (or such earlier date on which the Revolving Facility Maturity Date applicable Credit Loans become due and payable pursuant to such Revolving Facility Loans, (ii) Section 9). The Borrower hereby further agrees to pay interest on the Administrative Agent for the account of each Lender the then unpaid principal amount of each Term Loan of such Lender as provided the Revolving Credit Loans from time to time outstanding from the date hereof until payment in Section 2.10 full thereof at the rates per annum, and (iii) to the Swingline Lender the then unpaid principal amount of each Swingline Loan applicable to any Class of Revolving Facility Commitments on the earlier of the Revolving Facility Maturity Date for such Class and the first date after such Swingline Loan is made that is the 15th or last day of a calendar month and is at least five Business Days after such Swingline Loan is made; provideddates, that on each date that a Revolving Facility Borrowing is made by the Borrower, the Borrower shall repay all Swingline Loans then outstandingset forth in subsection 4.5. (b) Each Revolving Credit Lender shall maintain in accordance with its usual practice an account or accounts evidencing the indebtedness of the Borrower to such Revolving Credit Lender resulting from each Revolving Credit Loan made by of such LenderRevolving Credit Lender from time to time, including the amounts of principal and interest payable and paid to such Revolving Credit Lender from time to time hereunderunder this Agreement. (c) The Administrative Agent shall maintain accounts the Register pursuant to subsection 11.6(d), and a subaccount therein for each Revolving Credit Lender, in which it shall record be recorded (i) the amount of each Revolving Credit Loan made hereunder, the Facility and Type thereof and the each Interest Period (if any) applicable theretowith respect to each Eurodollar Loan, (ii) the amount of any principal or interest due and payable or to become due and payable from the Borrower to each Revolving Credit Lender hereunder and (iii) both the amount of any amount sum received by the Administrative Agent hereunder for from the account of the Lenders Borrower and each Revolving Credit Lender’s 's share thereof. (d) The entries made in the Register and the accounts of each Lender maintained pursuant to clause (bsubsection 3.5(b) or (c) of this Section shall shall, to the extent permitted by applicable law, be prima facie PRIMA FACIE evidence of the existence and amounts of the obligations recorded thereinof the Borrower therein recorded; providedPROVIDED, HOWEVER, that the failure of any Revolving Credit Lender or the Administrative Agent to maintain the Register or any such accounts account, or any error therein therein, shall not in any manner affect the obligation of the Borrower to repay (with applicable interest) the Revolving Credit Loans made to such Borrower by such Revolving Credit Lender in accordance with the terms of this Agreement. (e) Any Lender may The Borrower agrees that, upon the request that Loans made to the Administrative Agent by it be evidenced by a promissory note (a “Note”). In such eventany Revolving Credit Lender, the Borrower shall prepare, will execute and deliver to such Revolving Credit Lender a promissory note payable to of the Borrower evidencing the Revolving Credit Loans of such Lender (or, if requested by such Revolving Credit Lender, substantially in the form of Exhibit A-3 with appropriate insertions as to such Lender date and its registered assigns) and in principal amount (a form approved by the Administrative Agent and reasonably acceptable to the Borrower. Thereafter, unless otherwise agreed to by the applicable Lender, 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 payable to the payee named therein (or, if requested by such payee, to such payee and its registered assigns"REVOLVING CREDIT NOTE").

Appears in 2 contracts

Samples: Credit Agreement (Affiliated Managers Group Inc), Credit Agreement (Affiliated Managers Group Inc)

Repayment of Loans; Evidence of Debt. (a) The Borrower Borrowers hereby jointly and severally and unconditionally promises promise to pay (i) to the Administrative Agent for the account of each Revolving Facility Non-Extending Lender the then unpaid principal amount of each Revolving Facility Credit Loan to the Borrower of such Lender on the Revolving Facility Existing Maturity Date applicable to such Revolving Facility Loans, and (ii) to the Administrative Agent for the account of each Extending Lender the then unpaid principal amount of each Term Revolving Credit Loan of such Lender as provided in Section 2.10 on the Extended Maturity Date. (b) The Borrowers hereby jointly and (iii) severally and unconditionally promise to the pay to each Swingline Lender the then unpaid principal amount of each Swingline Loan applicable to any Class of Revolving Facility Commitments made by such Swingline Lender on the earlier of the Revolving Facility Extended Maturity Date for such Class and the first date after such Swingline Loan is made that is the 15th or last day of a calendar month and is at least five two Business Days after such Swingline Loan is made; provided, provided that (i) on each date that a Borrowing of Revolving Facility Borrowing Credit Loans is made by the Borrowermade, the Borrower Borrowers shall repay all Swingline Loans then outstandingoutstanding and (ii) notwithstanding the foregoing, the then unpaid principal amount of all Swingline Loans shall be repaid in full on the Existing Maturity Date. (bc) Each Lender shall maintain in accordance with its usual practice an account or accounts evidencing the indebtedness of the Borrower Borrowers 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. (cd) The Administrative Agent shall maintain accounts in which it shall record (i) the amount of each Loan made hereunder, the Facility and Type thereof and the Interest Period (if any) applicable thereto, (ii) the amount of any principal or interest due and payable or to become due and payable from the each Borrower to each Lender hereunder and (iii) the amount of any amount sum received by the Administrative Agent hereunder for the account of the Lenders and each Lender’s share thereof. (de) The entries made in the accounts maintained pursuant to clause (bSection 2.07(c) or (cSection 2.07(d) of this Section shall be prima facie evidence of the existence and amounts of the obligations recorded therein; provided, 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 obligation of the Borrower Borrowers, jointly and severally, to repay the Loans in accordance with the terms of this Agreement. (ef) Any After the Effective Date, any Lender by written notice to the Borrowers (with a copy to the Administrative Agent) may request that Loans made by it be evidenced by a promissory note (a “Note”). In such event, the Borrower Borrowers shall prepare, execute and deliver to such Lender a promissory note payable to such Lender (orRevolving Credit Note or Swingline Note, if requested by such Lenderas applicable, payable, jointly and severally, to the order of such Lender and its registered permitted assigns) and in a form approved by the Administrative Agent and reasonably acceptable to the Borrower. Thereafter, unless otherwise agreed to by the applicable Lender, the Loans evidenced by such promissory note Note and interest thereon shall at all times (including after assignment pursuant to Section 9.0411.05) be represented by one or more promissory notes in such form Notes payable to the payee named therein (or, if requested by order of such payee, to such payee Lender and its registered permitted assigns).

Appears in 2 contracts

Samples: Credit Agreement (Weatherford International PLC), Credit Agreement (Weatherford International PLC)

Repayment of Loans; Evidence of Debt. (a) The U.S. Borrower hereby unconditionally promises to pay (i) to the Administrative Applicable Agent for the account of each U.S. Revolving Facility Lender the then unpaid principal amount of each U.S. Revolving Facility Loan made by such Lender to the U.S. Borrower on the Revolving Facility Credit Maturity Date applicable to such Revolving Facility LoansDate, (ii) to the Administrative Applicable Agent for the account of each Global Revolving Facility Lender the then unpaid principal amount of each Global Revolving Facility Loan made by such Lender to the U.S. Borrower on the Revolving Credit Maturity Date, (iii) to the Applicable Agent for the account of each Lender the then unpaid principal amount of each Term Loan of made by such Lender as provided in Section 2.10 and (iiiiv) to the each Swingline Dollar Lender the then unpaid principal amount of each Swingline Dollar Loan applicable made by such Lender to any Class of Revolving Facility Commitments the U.S. Borrower on the earlier of the Revolving Facility Credit Maturity Date for such Class and the first date after such Swingline Dollar Loan is made that is the 15th or last day of a calendar month and is at least five Business Days after such Swingline Dollar Loan is made; provided, provided that on each date that a U.S. Revolving Facility Borrowing is made by the U.S. Borrower, the U.S. Borrower shall repay all Swingline Dollar Loans then outstanding. Each Foreign Subsidiary Borrower hereby unconditionally promises to pay (i) to the Applicable Agent for the account of each Global Revolving Facility Lender the then unpaid principal amount of each Global Revolving Facility Loan made by such Lender to such Foreign Subsidiary Borrower on the Revolving Credit Maturity Date and (ii) to each Swingline Foreign Currency Lender the then unpaid principal amount of each Swingline Foreign Currency Loan made by such Lender to such Foreign Subsidiary Borrower on the earlier of the Revolving Credit Maturity Date and the last day of the Interest Period applicable to such Swingline Foreign Currency Loan. (b) Each Lender shall maintain in accordance with its usual practice an account or accounts evidencing the indebtedness of the 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. (c) The Administrative Each Applicable Agent shall maintain accounts in which it shall record (i) the amount of each Loan made hereunder, the Facility and Type thereof and the Interest Period (if any) applicable thereto, (ii) the amount of any principal or interest due and payable or to become due and payable from the each Borrower to each Lender hereunder and (iii) any amount received by the Administrative such Applicable Agent hereunder for the account of the Lenders and each Lender’s share thereof. (d) The entries made in the accounts maintained pursuant to clause paragraph (b) or (c) of this Section shall be prima facie evidence of the existence and amounts of the obligations recorded therein; provided, provided that the failure of any Lender or the Administrative an Applicable Agent to maintain such accounts or any error therein shall not in any manner affect the obligation of the any Borrower to repay the Loans in accordance with the terms of this Agreement. (e) Any Lender may request that Loans made by it be evidenced by a promissory note (a “Note”)note. In such event, the applicable 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 form approved by the Administrative Agent and reasonably acceptable to the BorrowerApplicable Agent. Thereafter, unless otherwise agreed to by the applicable Lender, 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 payable to the order of the payee named therein (or, if requested by such payeepromissory note is a registered note, to such payee and its registered assigns).

Appears in 2 contracts

Samples: Credit Agreement (TRW Automotive Holdings Corp), Credit Agreement (TRW Automotive Holdings Corp)

Repayment of Loans; Evidence of Debt. (a) The Borrower hereby unconditionally promises to pay (i) to the Administrative Agent for the account of each Revolving Facility Lender the then unpaid principal amount of each Revolving Facility Loan to the Borrower of such Lender on the Revolving Facility Maturity Date applicable to such Revolving Facility LoansDate, (ii) to the Administrative Agent for the account of each Lender the then unpaid principal amount of each Term Loan of such Lender as provided in Section 2.10 and (iii) to the Swingline Lender the then unpaid principal amount of each Swingline Loan applicable to any Class of Revolving Facility Commitments on the earlier of the Revolving Facility Maturity Date for such Class and the first date after such Swingline Loan is made that is the 15th or last day of a calendar month and is at least five two Business Days after such Swingline Loan is made; provided. In the event that the Revolving Maturity Date is extended in connection with any Permitted Subordinated Debt Refinancing, that on each date that a Revolving Facility Borrowing is made by (i) the Borrower will provide notice to the Lenders of such Permitted Subordinated Debt Refinancing and (ii) the Administrative Agent will (A) in consultation with the Borrower, determine the new Revolving Maturity Date and (B) distribute to the Borrower and each of the Lenders a notice setting forth the new Revolving Maturity Date. Any such notice from the Administrative Agent shall repay all Swingline Loans then outstandingbe binding on the Borrower and the Lenders absent manifest error. (b) Each Lender shall maintain in accordance with its usual practice an account or accounts evidencing the indebtedness of 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. (c) The Administrative Agent shall maintain accounts in which it shall record (i) the amount of each Loan made hereunder, the Facility Class and Type thereof and the Interest Period (if any) applicable thereto, (ii) the amount of any principal or interest due and payable or to become due and payable from the Borrower to each Lender hereunder and (iii) the amount of any amount sum received by the Administrative Agent hereunder for the account of the Lenders and each Lender’s 's share thereof. (d) The entries made in the accounts maintained pursuant to clause paragraph (b) or (c) of this Section shall be prima facie evidence of the existence and amounts of the obligations recorded therein; provided, 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 obligation of the Borrower to repay the Loans in accordance with the terms of this Agreement. (e) Any Lender may request that Loans of any Class made by it be evidenced by a promissory note (a “Note”)note. In such event, the 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 form approved by the Administrative Agent and reasonably acceptable to the Borrower. Thereafter, unless otherwise agreed to by the applicable Lender, 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 payable to the order of the payee named therein (or, if requested by such payeepromissory note is a registered note, to such payee and its registered assigns).

Appears in 2 contracts

Samples: Credit Agreement (Pathmark Stores Inc), Credit Agreement (Supermarkets General Holdings Corp)

Repayment of Loans; Evidence of Debt. (a) The Borrower Company hereby unconditionally promises to pay (i) to the Administrative Agent for the account of each Revolving Facility Lender the then unpaid principal amount of each Revolving Facility Term B-1 Loan to the Borrower on the Revolving Facility Maturity Date applicable to and Term B-2 Loan of such Revolving Facility Loans, Lender as provided in Section 2.10 and (ii) to the Administrative Agent for the account of each Lender the then unpaid principal amount of each Incremental Term Loan of such Lender as provided in Section 2.10 on the Maturity Date applicable to such Incremental Term Loans. Each Borrower hereby unconditionally promises to pay (i) to the Administrative Agent for the account of each Lender the then unpaid principal amount of each Revolving Loan of such Lender on the Revolving Maturity Date and (iiiii) to the Swingline Lender the then unpaid principal amount of each Swingline Loan applicable to any Class of Revolving Facility Commitments on the earlier of the Revolving Facility Maturity Date for such Class and the first date after such Swingline Loan is made that is the 15th or last day of a calendar month and is at least five two Business Days after such Swingline Loan is made; provided, provided that on each date that a Revolving Facility Loan Borrowing is made by the Borrowermade, the Borrower thereof shall repay all Swingline Loans then outstandingthat were outstanding for its account on the date such Borrowing was requested. (b) Each Lender shall maintain in accordance with its usual practice an account or accounts evidencing the indebtedness of 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. (c) The Administrative Agent shall maintain accounts in which it shall record (i) the amount of each Loan made hereunder, the Facility and Type thereof and the Interest Period (if any) applicable thereto, (ii) the amount of any principal or interest due and payable or to become due and payable from the Borrower to each Lender hereunder and (iii) any amount received records maintained by the Administrative Agent hereunder for the account of and the Lenders and each Lender’s share thereof. (d) The entries made in the accounts maintained pursuant to clause (b) or (c) of this Section shall be prima facie evidence of the existence and amounts of the obligations recorded thereinof the Borrowers in respect of Loans, LC Disbursements, interest and fees due or accrued hereunder; provided, provided that the failure of any Lender or the Administrative Agent or any Lender to maintain such accounts records or any error therein shall not in any manner affect the obligation of the Borrower Borrowers to repay the Loans pay any amounts due hereunder in accordance with the terms of this Agreement. (ec) Any Lender may request that Loans of any Class made by it be evidenced by a promissory note (a “Note”)note. In such event, the Borrower 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 and reasonably acceptable to the BorrowerAgent. Thereafter, unless otherwise agreed to by the applicable Lender, 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 payable to the payee named therein (or, if requested by such payee, or to such payee and its registered assigns).

Appears in 2 contracts

Samples: Credit Agreement (Minerals Technologies Inc), Refinancing Facility Agreement (Minerals Technologies Inc)

Repayment of Loans; Evidence of Debt. (a) The Each Borrower hereby unconditionally promises to pay (i) to the Administrative Agent for the account accounts of each Revolving Facility Lender the applicable Lenders the then unpaid principal amount of each Revolving Facility Loan to the of such Borrower on the Revolving Facility Maturity Date applicable to such Revolving Facility Loans, and (ii) to the Administrative Agent for the account of each Lender the then unpaid principal amount of each Term Loan of such Lender as provided in Section 2.10 and (iii) to the Swingline Lender the then unpaid principal amount of each Swingline Loan applicable made to any Class of Revolving Facility Commitments such Borrower on the earlier of the Revolving Facility Maturity Date for such Class and the first date after such Swingline Loan is made that is the 15th day or the last day of a calendar month and that is at least five two Business Days after the day on which such Swingline Loan is made; provided, provided that on each date that on which a Revolving Facility Borrowing denominated in US Dollars (including any ABR Borrowing) is made by the Borrowerto a Borrower that shall have borrowed Swingline Loans, the such Borrower shall repay all Swingline Loans then outstandingoutstanding to it. (b) Each Lender shall maintain in accordance with its usual practice an account or accounts evidencing the indebtedness Indebtedness of the 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. (c) The Administrative Agent shall maintain accounts in which it shall record (i) the amount of each Loan made hereunder, the Facility Class and Type thereof and of each such Loan and, in the case of any LIBOR, EURIBOR or CDOR Loan, the Interest Period (if any) applicable thereto, (ii) the amount of any principal or interest due and payable or to become due and payable from the each Borrower to each Lender hereunder and (iii) the amount of any amount sum received by the Administrative Agent hereunder for the account of the Lenders or any of them and each Lender’s share thereof. The information contained in such accounts will be made available to the Company at reasonable times and upon reasonable request. (d) The entries made in the accounts maintained pursuant to clause paragraph (b) or (c) of this Section shall be prima facie evidence of the existence and amounts of the obligations recorded therein; provided, 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 obligation of the any Borrower to repay the Loans in accordance with the terms of this Agreement. (e) Any Lender may request that Loans of any Class made by it to any Borrower be evidenced by a promissory note (a “Note”)note. In such event, the applicable 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 Company and the Administrative Agent and reasonably acceptable to the BorrowerAgent. Thereafter, unless otherwise agreed to by the applicable Lender, the Loans evidenced by such promissory note and interest thereon shall at all times (including after assignment pursuant to Section 9.0410.04) be represented by one or more promissory notes in such form payable to the payee named therein (or, if requested by such payeepromissory note is a registered note, to such payee and its registered assigns).

Appears in 2 contracts

Samples: Revolving Credit Facility Agreement (Albany International Corp /De/), Revolving Credit Facility Agreement (Albany International Corp /De/)

Repayment of Loans; Evidence of Debt. (a) The Each Borrower hereby unconditionally promises to pay (i) to the Administrative Agent for the account of each Revolving Facility Lender the then unpaid principal amount of each Revolving Facility Loan made to the such Borrower on the Revolving Facility Maturity Date applicable to in the currency of such Revolving Facility Loans, Loan and (ii) to in the Administrative Agent for case of the account of each Lender the then unpaid principal amount of each Term Loan of such Lender as provided in Section 2.10 and (iii) Company, to the Swingline Lender the then unpaid principal amount of each Swingline Loan applicable to any Class of Revolving Facility Commitments made by the Swingline Lender on the earlier of the Revolving Facility Maturity Date for such Class and the first date after such Swingline Loan is made that is the 15th or last day of a calendar month and is at least five two Business Days after such Swingline Loan is made; provided, provided that (x) on each date that a Revolving Facility Borrowing is made by the Borrowermade, the Borrower Company shall repay all Swingline Loans then outstandingoutstanding and (y) if an AutoBorrow Agreement is in effect with respect to the Swingline Lender, the Company shall repay the Swingline Loans owing to the Swingline Lender on the earlier to occur of the Maturity Date and the date required by such AutoBorrow Agreement. (b) Each Lender shall maintain in accordance with its usual practice an account or accounts evidencing the indebtedness of the 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. (c) The Administrative Agent shall maintain accounts in which it shall record (i) the amount of each Loan made hereunder, the Facility Class, Agreed Currency and Type thereof and the Interest Period (if any) applicable thereto, (ii) the amount of any principal or interest due and payable or to become due and payable from the each Borrower to each Lender hereunder and (iii) the amount of any amount sum received by the Administrative Agent hereunder for the account of the Lenders and each Lender’s share thereof. (d) The entries made in the accounts maintained pursuant to clause paragraph (b) or (c) of this Section shall be prima facie evidence of the existence and amounts of the obligations recorded therein; provided, 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 obligation of the any Borrower to repay the Loans in accordance with the terms of this Agreement. (e) Any Lender may request that Loans made by it to any Borrower be evidenced by a promissory note (a “Note”)note. In such event, the relevant 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 or its registered assigns) and in a form approved by the Administrative Agent and reasonably acceptable to the BorrowerAgent. Thereafter, unless otherwise agreed to by the applicable Lender, 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 payable to the payee named therein (or, if requested by such payee, to such payee and or its registered assigns).

Appears in 2 contracts

Samples: Credit Agreement (John Bean Technologies CORP), Credit Agreement (John Bean Technologies CORP)

Repayment of Loans; Evidence of Debt. (a) The Borrower hereby unconditionally promises to pay (i) to the Administrative Agent for the account of each Revolving Facility Lender the then unpaid principal amount of each Revolving Facility Loan to the Borrower on the Revolving Facility Maturity Date applicable to such Revolving Facility Loans, (ii) to the Administrative Agent for the account of each Lender (i) the then unpaid principal amount of each Term Revolving Credit Loan of such Lender as provided on the Revolving Credit Termination Date, (ii) the principal amount of the Tranche B Term Loan (including the principal amount of any Incremental Term Loan that is a Tranche B Term Loan) of such Lender, in Section 2.10 and installments, payable on each Tranche B Installment Payment Date, in accordance with subsection 4.6(b) (iii) to the Swingline Lender or the then unpaid principal amount of each Swingline such Tranche B Term Loan applicable to any Class of Revolving Facility Commitments on the earlier date that the Tranche B Term Loans become due and payable pursuant to Section 9), and (iii) the then unpaid principal amount of the Swing Line Loans of the Swing Line Lender on the Revolving Facility Maturity Credit Termination Date. Borrower hereby further agrees to pay interest on the unpaid principal amount of the Loans from time to time outstanding from the Closing Date for such Class until payment in full thereof at the rates per annum and on the first date after such Swingline Loan is made that is the 15th or last day of a calendar month and is at least five Business Days after such Swingline Loan is made; provided, that on each date that a Revolving Facility Borrowing is made by the Borrower, the Borrower shall repay all Swingline Loans then outstandingdates set forth in subsection 4.8. (b) Each Lender shall maintain in accordance with its usual practice an account or accounts evidencing the indebtedness of the Borrower to such Lender resulting from each Loan made by of such LenderLender from time to time, including the amounts of principal and interest payable and paid to such Lender from time to time hereunderunder this Agreement. (c) The Administrative Agent shall maintain accounts the Register pursuant to subsection 11.6(d), and a subaccount therein for each Lender, in which it shall record be recorded (i) the amount of each Revolving Credit Loan, Tranche B Term Loan and any Incremental Term Loan made hereunder, the Facility and Type thereof and the each Interest Period (if any) applicable thereto, (ii) the amount of any principal or interest due and payable or to become due and payable from the Borrower to each Lender hereunder and (iii) both the amount of any amount sum received by the Administrative Agent hereunder for the account of the Lenders from Borrower and each Lender’s share thereof. (d) The entries made in the Register and the accounts of each Lender maintained pursuant to clause (bsubsection 4.16(b) or (c) of this Section shall shall, to the extent permitted by applicable law, be prima facie evidence of the existence and amounts of the obligations recorded thereinof Borrower therein recorded; provided, provided that the failure of any Lender or the Administrative Agent to maintain the Register or any such accounts account, or any error therein therein, shall not in any manner affect the obligation of the Borrower to repay (with applicable interest) the Loans made to Borrower by such Lender or to repay any other obligations in accordance with the terms of this Agreement. (e) Any Lender may Borrower agrees that, upon the request that Loans made to the Administrative Agent by it be evidenced by a promissory note (a “Note”). In such eventany Lender, the Borrower shall prepare, will execute and deliver to such Lender (i) a promissory note payable of Borrower evidencing the Revolving Credit Loans of such Lender, substantially in the form of Exhibit A with appropriate insertions as to date and principal amount (a “Revolving Credit Note”), (ii) a promissory note of such Borrower evidencing the Tranche B Term Loan of such Lender, substantially in the form of Exhibit B with appropriate insertions as to date and principal amount (a “Tranche B Term Note”), (iii) a promissory note of Borrower evidencing any Incremental Term Loan of such Lender (or, if requested by such Lender, to such Lender and its registered assignsan “Incremental Term Note”) and in a form approved by the Administrative Agent and reasonably acceptable to the Borrower. Thereafter, unless otherwise agreed to by the applicable Lender, 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 payable to the payee named therein (or, if requested by such payee, to such payee and its registered assigns).and/or

Appears in 2 contracts

Samples: Credit Agreement (Language Line Costa Rica, LLC), Credit Agreement (Language Line Holdings, Inc.)

Repayment of Loans; Evidence of Debt. (a) The Borrower hereby unconditionally promises to pay (i) to the Administrative Agent for the account of each Revolving Facility applicable Lender the then unpaid principal amount of each Revolving Facility Loan to the Borrower of such Lender on the Revolving Facility Maturity Date applicable to such Revolving Facility LoansDate, (ii) to the Administrative Agent for the account of each applicable Lender the then unpaid principal amount of each Term Loan of such Lender as provided in Section 2.10 and 2.10, (iii) to the Administrative Agent for the account of each applicable Incremental Lender the then unpaid principal amount of each Incremental Tranche A Term Loan of such Incremental Lender as set forth in Section 2.10, (iv) to the Administrative Agent for the account of each applicable Lender the then unpaid principal amount of each Additional Incremental Loan of any Class of such Lender as set forth in the applicable Additional Incremental Facility Agreement and (v) to each Swingline Lender the then unpaid principal amount of each Swingline Loan applicable to any Class of Revolving Facility Commitments made by it on the earlier of the Revolving Facility Maturity Date for such Class and the first date after such Swingline Loan is made that is the 15th or last day of a calendar month and is at least five two Business Days after such Swingline Loan is made; provided, that on each date that a Revolving Facility Borrowing is made by the Borrower, the Borrower shall repay all Swingline Loans then outstanding.. 51 (b) Each Lender shall maintain in accordance with its usual practice an account or accounts evidencing the indebtedness of 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. (c) The Administrative Agent shall maintain accounts in which it shall record (i) the amount of each Loan made hereunder, the Facility Class and Type thereof and the Interest Period (if any) applicable thereto, (ii) the amount of any principal or interest due and payable or to become due and payable from the Borrower to each Lender hereunder and (iii) the amount of any amount sum received by the Administrative Agent hereunder for the account of the Lenders and each Lender’s 's share thereof. (d) The entries made in the accounts maintained pursuant to clause (bSection 2.09(b) or (cand 2.09(c) of this Section shall be prima facie evidence of the existence and amounts of the obligations recorded therein; provided, 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 obligation of the Borrower to repay the Loans in accordance with the terms of this Agreement. (e) Any No promissory notes evidencing Loans hereunder will be issued unless a Lender may request requests that Loans made by it be evidenced by a promissory note (a “Note”)be issued to it to evidence its Loans of any Class. In such event, the 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 form approved by the Administrative Agent and reasonably acceptable to the BorrowerAgent. Thereafter, unless otherwise agreed to by the applicable Lender, the Loans evidenced by such promissory note and interest thereon shall at all times (including after assignment pursuant to Section 9.0410.04) be represented by one or more promissory notes in such form payable to the order of the payee named therein (or, if requested by such payeepromissory note is a registered note, to such payee and its registered assigns).

Appears in 2 contracts

Samples: Aircraft Dry Lease (Williams Companies Inc), Aircraft Dry Lease (Williams Companies Inc)

Repayment of Loans; Evidence of Debt. (a) The Borrower hereby unconditionally promises to pay (i) to the Administrative Agent for the account of each Revolving Facility Lender the then unpaid principal amount of each Revolving Facility Loan to the Borrower on the Revolving Facility Maturity Date applicable to such Revolving Facility Loans, (ii) to the Administrative Agent for the account of each Lender the then unpaid principal amount of each Term Loan of such Lender as provided in Section 2.10 and (iii) to the Swingline Lender the then unpaid principal amount of each Swingline Loan applicable to any Class of Revolving Facility Commitments on the earlier of the Revolving Facility Maturity Date for such Class and the first date after such Swingline Loan is made that is the 15th or last day of a calendar month and is at least five Business Days after such Swingline Loan is made; provided, that on each date that a Revolving Facility Borrowing is made by the Borrower, the Borrower shall repay all Swingline Loans then outstanding. (b) Each Lender shall maintain in accordance with its usual practice an account or accounts evidencing the indebtedness of the Borrower to such Lender resulting from each Loan made by such LenderXxxxxx, including the amounts of principal and interest payable and paid to such Lender from time to time hereunder. (c) The Administrative Agent shall maintain accounts in which it shall record (i) the amount of each Loan made hereunder, the Facility and Type thereof and the Interest Period (if any) applicable thereto, (ii) the amount of any principal or interest due and payable or to become due and payable from the Borrower to each Lender hereunder and (iii) any amount received by the Administrative Agent hereunder for the account of the Lenders and each Lender’s share thereof. (d) The entries made in the accounts maintained pursuant to clause (b) or (c) of this Section 2.09 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 obligation of the Borrower to repay the Loans in accordance with the terms of this Agreement. (e) Any Lender may request that Loans made by it be evidenced by a promissory note (a “Note”). In such event, the 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 and reasonably acceptable to the Borrower. Thereafter, unless otherwise agreed to by the applicable Lender, 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 payable to the payee named therein (or, if requested by such payee, to such payee and its registered assigns).

Appears in 2 contracts

Samples: Incremental Assumption and Amendment Agreement (Rackspace Technology, Inc.), First Lien Credit Agreement (Rackspace Technology, Inc.)

Repayment of Loans; Evidence of Debt. (a) The Borrower hereby unconditionally promises to pay shall, for the benefit of the Lenders, on the Revolving Credit Maturity Date, (i) repay to the Administrative Agent the then-unpaid Revolving Credit Loans and (ii) retire all other then-outstanding Revolving Credit Exposure. The Borrower shall repay the Swingline Lender, or to the extent required by Section 2.16(c), to the Administrative Agent for the account of each Revolving Facility Lender the then unpaid principal amount of each Revolving Facility Loan to the Borrower on the Revolving Facility Maturity Date applicable to such Revolving Facility LoansLenders, (ii) to the Administrative Agent for the account of each Lender the then unpaid principal amount of each Term Loan of such Lender as provided in Section 2.10 and (iii) to the Swingline Lender the then unpaid principal amount of each Swingline Loan applicable to any Class of Revolving Facility Commitments on the earlier of the Revolving Facility Credit Maturity Date for such Class and the first date after such Swingline Loan is made that is the 15th or last day of a calendar month and is at least five two (2) Business Days after such Swingline Loan is made; provided, provided that on each date that a Revolving Facility Borrowing is made by the Borrowermade, the Borrower shall repay all Swingline Loans then outstanding. (b) Each Lender shall maintain in accordance with its usual practice an account or accounts evidencing the indebtedness Indebtedness of the Borrower to the appropriate lending office of such Lender resulting from each Revolving Credit Loan made by such Lenderlending office of such Lender from time to time, including the amounts and currency of principal and interest payable and paid to such lending office of such Lender from time to time hereunderunder this Agreement. (c) The Administrative Agent shall maintain accounts the Register pursuant to Section 12.6, and a sub-account for each Lender, in which it Register and sub-accounts (taken together) shall record be recorded (i) the amount of each Revolving Credit Loan made hereunder, the Facility Type and Type thereof Class of each Revolving Credit Loan made and the Interest LIBOR Period (if any) applicable thereto, (ii) the amount of any principal or interest due and payable or to become due and payable from the Borrower to each Lender hereunder and (iii) the amount of any amount sum received by the Administrative Agent hereunder for from the account of the Lenders Borrower and each Lender’s share thereof. (d) The entries made in the Register and accounts and subaccounts maintained pursuant to clause paragraphs (b) or and (c) of this Section shall shall, to the extent permitted by applicable law, be prima facie evidence of the existence and amounts of the obligations recorded thereinof the Borrower therein recorded; provided, provided that the failure of any Lender or the Administrative Agent to maintain such accounts account, such Register or such subaccount, as applicable, or any error therein therein, shall not in any manner affect the obligation of the Borrower to repay (with applicable interest) the Revolving Credit Loans made to the Borrower by such Lender in accordance with the terms of this Agreement. (e) Any Lender may request that Loans made by it be evidenced by a promissory note (a “Note”). In such event, the 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 and reasonably acceptable to the Borrower. Thereafter, unless otherwise agreed to by the applicable Lender, 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 payable to the payee named therein (or, if requested by such payee, to such payee and its registered assigns).this

Appears in 2 contracts

Samples: Revolving Credit Agreement (ITC Holdings Corp.), Revolving Credit Agreement (ITC Holdings Corp.)

Repayment of Loans; Evidence of Debt. (a) The Borrower hereby unconditionally promises to pay (i) to the Administrative Agent for the account of each Revolving Facility Lender the then unpaid principal amount of each Revolving Facility Loan to the Borrower on the Revolving Facility Maturity Date applicable to such Revolving Facility LoansDate, (ii) to the Administrative Agent for the account then unpaid amount of each Lender 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 Term Loan of such Lender as provided in Section 2.10 and (iii) to the Swingline Lender the then unpaid principal amount of each Swingline Loan applicable to any Class of Revolving Facility Commitments Overadvance on the earlier of the Revolving Facility Maturity Date for such Class and the first date 30th day after such Swingline Loan is made that is the 15th or last day of a calendar month and is at least five Business Days after such Swingline Loan Overadvance is made; provided, that on each date that a Revolving Facility Borrowing is made by the Borrower, the Borrower shall repay all Swingline Loans then outstanding. (b) At any time that Availability plus Perfected Cash is less than $15,000,000 for a period of two consecutive Business Days or less than $12,500,000 on any Business Day, on each Business Day, the Administrative Agent shall apply all funds credited to the Collection Account the previous Business Day (whether or not immediately available) first to prepay any Protective Advances and Overadvances that may be outstanding and second to prepay the Revolving Loans (including Swingline Loans) and to cash collateralize outstanding LC Exposure. (c) Each Lender shall maintain in accordance with its usual practice an account or accounts evidencing the indebtedness of 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. (cd) The Administrative Agent shall maintain accounts in which it shall record (i) the amount of each Loan made hereunder, the Facility Class and Type thereof and the Interest Period (if any) applicable thereto, (ii) the amount of any principal or interest due and payable or to become due and payable from the Borrower to each Lender hereunder and (iii) the amount of any amount sum received by the Administrative Agent hereunder for the account of the Lenders and each Lender’s share thereof. (de) The entries made in the accounts maintained pursuant to clause paragraph (bc) or (cd) of this Section shall be prima facie evidence of the existence and amounts of the obligations recorded therein; provided, 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 obligation of the Borrower to repay the Loans in accordance with the terms of this Agreement. (ef) Any Lender may request that Loans made by it be evidenced by a promissory note (a “Note”)note. In such event, the 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 form approved by the Administrative Agent and reasonably acceptable to the BorrowerAgent. Thereafter, unless otherwise agreed to by the applicable Lender, the Loans evidenced by such promissory note and interest thereon shall at all times (including after assignment pursuant to Section 9.049.6) be represented by one or more promissory notes in such form payable to the order of the payee named therein (or, if requested by such payeepromissory note is a registered note, to such payee and its registered assigns).

Appears in 2 contracts

Samples: Revolving Facility Credit Agreement (Fender Musical Instruments Corp), Revolving Facility Credit Agreement (Fender Musical Instruments Corp)

Repayment of Loans; Evidence of Debt. (a) The Borrower hereby unconditionally promises to pay (i) to the Administrative Agent for the account of each Revolving Facility Lender Credit Lender, the then unpaid principal amount of each Revolving Facility Credit Loan to the Borrower of such Revolving Credit Lender on the Revolving Facility Credit Maturity Date applicable to such Revolving Facility LoansDate, (ii) to the Administrative Agent for the account of each Lender the then unpaid principal amount of each Term Loan of such Lender as provided in Section 2.10 and (iii) to the Swingline Lender Lender, the then unpaid principal amount of each Swingline Loan applicable to any Class of Revolving Facility Commitments on the earlier of the Revolving Facility Credit Maturity Date for such Class and the first date after such Swingline Loan is made that is the 15th or last day of a calendar month and is at least five two Business Days after such Swingline Loan is made; provided, provided that on each date that a Borrowing of Revolving Facility Borrowing Credit Loans is made by the Borrowermade, the Borrower shall repay all Swingline Loans then outstanding, and (iii) to the Administrative Agent for the account of each Term Loan Lender, the then unpaid principal amount of each Term Loan of such Term Loan Lender on the Term Loan Maturity Date. (b) Each Lender shall maintain in accordance with its usual practice an account or accounts evidencing the indebtedness of 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. (c) The Administrative Agent shall maintain accounts in which it shall record (i) the amount of each Loan made hereunder, the Facility Class and Type thereof and and, in the case of Eurodollar Loans, the Interest Period (if any) applicable thereto, (ii) the amount of any principal or interest due and payable or to become due and payable from the Borrower to each Lender hereunder and (iii) the amount of any amount sum received by the Administrative Agent hereunder for the account of the Lenders and each Lender’s share thereof. (d) The entries made in the accounts maintained pursuant to clause paragraph (b) or (c) of this Section shall be prima facie evidence of the existence and amounts of the obligations recorded therein; provided, 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 obligation of the Borrower to repay the Loans in accordance with the terms of this Agreement. (e) Any Lender may request that Loans made by it be evidenced by a promissory note (a “Note”)note. In such event, the 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 substantially in the form of (i) if such promissory note is in favor of a form approved by the Administrative Agent Revolving Credit Lender evidencing Revolving Credit Loans or Swingline Loans, Exhibit D-1, and reasonably acceptable to the Borrower(ii) if such promissory note is in favor of a Term Loan Lender evidencing a Term Loan, Exhibit D-2. Thereafter, unless otherwise agreed to by the applicable Lender, the Loans evidenced by such promissory note and interest thereon shall at all times (including after assignment pursuant to Section 9.0410.04) be represented by one or more promissory notes in such form payable to the order of the payee named therein (or, if requested by such payeepromissory note is a registered note, to such payee and its registered assigns).

Appears in 2 contracts

Samples: Amendment Agreement (Marathon Petroleum Corp), Credit Agreement (Marathon Petroleum Corp)

Repayment of Loans; Evidence of Debt. (a) The Borrower Company and each Borrowing Subsidiary hereby unconditionally promises to pay (i) to the General Administrative Agent for the account of each U.S. Lender (i) on the Maturity Date, the then unpaid principal amount of the U.S. Revolving Facility Loans of such Lender and (ii) the then unpaid principal amount of each Revolving Facility Competitive Loan made by such U.S. Lender to the such Borrower on the Revolving Facility Maturity Date last day of the Interest Period applicable to such Revolving Facility Loans, Loan. (iib) Each of the Borrowers hereby unconditionally promises to pay to the Japanese Administrative Agent for the account of each Japanese Lender (i) on the Maturity Date, the then unpaid principal amount of its Japanese Revolving Loans and (ii) the then unpaid principal amount of each Term Competitive Loan made by such Japanese Lender to such Borrower on the last day of the Interest Period applicable to such Loan. (c) Each of the Borrowers hereby unconditionally promises to pay to the European Administrative Agent for the account of each Multicurrency Lender as provided in Section 2.10 (i) on the Maturity Date, the then unpaid principal amount of its Multicurrency Revolving Loans and (iiiii) to the Swingline Lender the then unpaid principal amount of each Swingline Competitive Loan applicable made by such Multicurrency Lender to any Class of Revolving Facility Commitments such Borrower on the earlier of the Revolving Facility Maturity Date for such Class and the first date after such Swingline Loan is made that is the 15th or last day of a calendar month and is at least five Business Days after the Interest Period applicable to such Swingline Loan is made; provided, that on each date that a Revolving Facility Borrowing is made by the Borrower, the Borrower shall repay all Swingline Loans then outstandingLoan. (bd) Each Lender shall maintain in accordance with its usual practice an account or accounts evidencing the indebtedness of the 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. (ce) The Each Administrative Agent shall maintain accounts a Register pursuant to subsection 13.04(d) and an account for each applicable Lender in which it shall record (i) the amount of each Loan made hereunderhereunder and any promissory note evidencing such Loan, the Facility Class and Type thereof (and, in the case of an Alternate Currency Loan, the Currency) and the Interest Period (if any) applicable thereto, (ii) the amount of any principal or interest due and payable or to become due and payable from the each Borrower to each Lender hereunder and (iii) the amount of any amount sum received by the such Administrative Agent hereunder for the account of the Lenders and each Lender’s share thereof. (df) The entries made in the Register and the accounts of each Lender maintained pursuant to clause paragraphs (bd) or and (ce) of this Section shall be prima facie evidence of the existence and amounts of the obligations recorded therein; provided, provided that the failure of any Lender or the any Administrative Agent to maintain such accounts or any error therein shall not in any manner affect the obligation of the any Borrower to repay the Loans in accordance with the terms of this Agreement. (eg) Any Lender may request that Loans of any Class made by it be evidenced by a promissory note (a “Note”)note. In such event, the applicable 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 form approved by the General Administrative Agent and reasonably acceptable to the BorrowerAgent. Thereafter, unless otherwise agreed to by the applicable Lender, the Loans evidenced by such promissory note and interest thereon shall at all times (including after assignment pursuant to Section 9.0413.04) be represented by one or more promissory notes in such form payable to the order of the payee named therein (or, if requested by such payeepromissory note is a registered note, to such payee and its registered assigns).

Appears in 2 contracts

Samples: Credit Agreement (Zimmer Holdings Inc), Credit Agreement (Zimmer Holdings Inc)

Repayment of Loans; Evidence of Debt. (a) The Borrower hereby unconditionally promises to pay (i) to the Administrative Agent for the account of each Revolving Facility Lender the then unpaid principal amount of each Revolving Facility Loan to the Borrower on the Revolving Facility Maturity Date applicable to such Revolving Facility Loans, (ii) to the Administrative Agent for the account of each Lender (i) the principal amount of each Term Loan, New Term Loan and Refinancing Term Loan of such Lender made to the Borrower as provided in Section 2.11 and (ii) the then unpaid principal amount of each Term Revolving Loan of such Revolving Lender as provided in Section 2.10 and (iii) made to the Borrower on the Revolving Maturity Date with respect to such Revolving Loan of such Revolving Lender. The Borrower hereby unconditionally promises to pay to the Swingline Lender the then unpaid principal amount of each Swingline Loan applicable to any Class of Revolving Facility Commitments on the earlier of the latest Revolving Facility Maturity Date for at such Class time and the first date after such Swingline Loan is made that is the 15th day or the last day of a calendar month and is at least five three Business Days after such Swingline Loan is made; provided, that on each date that a Revolving Facility Borrowing is made by the Borrower, the Borrower shall repay all Swingline Loans then outstanding. (b) Each Lender shall maintain in accordance with its usual practice an account or accounts evidencing the indebtedness of the Borrower to such Lender resulting from each Loan made by such LenderLender to the Borrower from time to time, including the amounts of principal and interest payable and paid to such Lender from time to time hereunderunder this Agreement, and shall provide copies of such accounts to the Borrower upon its reasonable request (at the Borrower’s sole cost and expense). (c) The Administrative Agent shall maintain accounts in which it shall will record (i) the amount of each Loan made hereunder, the Facility Class and Type thereof and the Interest Period (if any) applicable thereto, (ii) the amount of any principal or interest due and payable or to become due and payable from the Borrower to each Lender hereunder and (iii) the amount of any amount sum received by the Administrative Agent hereunder for from the account of the Lenders Borrower or any Subsidiary Guarantor and each Lender’s share thereof, and shall provide copies of such accounts to the Borrower upon its reasonable request (at the Borrower’s sole cost and expense). (d) The entries made in the accounts maintained pursuant to clause (bSections 2.04(b) or (cand 2.04(c) of this Section shall be prima facie conclusive evidence of the existence and amounts of the obligations therein recorded thereinabsent clearly demonstrable error; provided, however, 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 obligation obligations of the Borrower to repay the Loans in accordance with the terms of this Agreement. (e) Any Lender may request that Loans made by it hereunder be evidenced by a promissory note (a “Note”)note. In such event, the 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 assignsassigns (i) and in a the form approved by of Exhibit F, if such promissory note relates to Revolving Borrowings or (ii) in the Administrative Agent and form of Exhibit G, if such promissory note relates to Term Loans or, in any such case, any other form reasonably acceptable to the BorrowerAdministrative Agent. ThereafterNotwithstanding any other provision of this Agreement, unless otherwise agreed to by in the applicable Lenderevent any Lender shall request and receive such a promissory note, the Loans evidenced interests represented by such promissory note and interest thereon shall at all times (including after any assignment of all or part of such interests pursuant to Section 9.04) be represented by one or more promissory notes in such form payable to the payee named therein (or, if requested by such payee, to such payee and or its registered assigns).

Appears in 2 contracts

Samples: Credit Agreement (NRG Energy, Inc.), Credit Agreement (NRG Energy, Inc.)

Repayment of Loans; Evidence of Debt. (a) The Borrower hereby unconditionally promises to pay (i) jointly and severally to the Administrative Agent for the account of each Revolving Facility Lender the then unpaid principal amount of each Revolving Facility Loan to the Borrower on the Revolving Facility Maturity Date applicable to such Revolving Facility Loans, (ii) to the Administrative Agent for the account of each Term Lender the then unpaid principal amount of each Term Loan of such Term Lender as provided in Section 2.10 2.10. The Borrower unconditionally promises to pay jointly and (iii) severally to the Administrative Agent for the account of each Revolving Lender the then unpaid principal amount of each Revolving Loan of such Revolving Lender made to the Borrower on the Revolving Termination Date. The Borrower hereby unconditionally promises to pay to the Swingline Lender the then unpaid principal amount of each Swingline Loan applicable to any Class of Revolving Facility Commitments on the earlier of the Revolving Facility Maturity Termination Date for such Class and the first date after such Swingline Loan is made that is the 15th or last day of a calendar month and is at least five two (2) Business Days after such Swingline Loan is made; provided, provided that on each date that a Revolving Facility Borrowing is made by the Borrowermade, the Borrower shall repay all Swingline Loans then outstanding. (b) Each Lender shall maintain in accordance with its usual practice an account or accounts evidencing the indebtedness of the Borrower to such Lender resulting from each Loan made by such LenderLender to the Borrower, including the amounts of principal and interest payable and paid to such Lender from time to time hereunder. (c) The Administrative Agent shall maintain accounts in which it shall record (i) the amount of each Loan made hereunderhereunder to the Borrower, the Facility Class and Type thereof and the Interest Period (if any) applicable thereto, (ii) the amount of any principal or interest due and payable or to become due and payable from the Borrower to each Lender hereunder and (iii) the amount of any amount sum received by the Administrative Agent hereunder from the Borrower for the account of the Lenders and each Lender’s share thereof. (d) The entries made in the accounts maintained pursuant to clause paragraph (b) or (c) of this Section shall be prima facie evidence of the existence and amounts of the obligations recorded therein; provided, 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 obligation of the Borrower to repay the Loans and pay interest thereon in accordance with the terms of this Agreement. (e) Any Lender may request that Loans of any Class made by it be evidenced by a promissory note (a “Note”)note. In such event, the Borrower shall promptly 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) assigns and substantially in the form of the applicable Exhibit F, provided that, except as set forth in Section 4.01(a)(ii)(D), the delivery of any such note shall not be a form approved by the Administrative Agent and reasonably acceptable condition precedent to the BorrowerClosing Date or any Acquisition or Investment. Thereafter, unless otherwise agreed to by the applicable Lender, 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 payable to the payee named therein (or, if requested by such payee, to such payee and its registered assignsassigns (and ownership shall at all times be recorded in the Register).

Appears in 2 contracts

Samples: First Lien Credit Agreement (GoodRx Holdings, Inc.), First Lien Credit Agreement (GoodRx Holdings, Inc.)

Repayment of Loans; Evidence of Debt. (a) The Parent Borrower, each Subsidiary Term Borrower (with respect to Term Loans made to such Subsidiary Term Borrower) and each Foreign Subsidiary Borrower hereby unconditionally promises to pay (i) to the Administrative Agent Agent, in Dollars, for the account of each Revolving Facility Lender the then unpaid principal amount of each Revolving Facility Loan to the Borrower (other than any Foreign Currency Loan) of such Lender on the Revolving Facility Maturity Date applicable to such Revolving Facility LoansDate, (ii) to the Foreign Currency Agent for the account of each Foreign Currency Lender the then unpaid principal amount in the applicable currency of each Foreign Currency Loan of such Foreign Currency Lender on the Revolving Maturity Date, (iii) to the Administrative Agent for the account of each Lender the then unpaid principal amount of each Term Loan of such Lender as provided in Section 2.10 and (iiiiv) to the Swingline Lender the then unpaid principal amount of each Swingline Loan applicable to any Class of Revolving Facility Commitments on the earlier of the Revolving Facility Maturity Date for such Class and the first date after such Swingline Loan is made that is the 15th or last day of a calendar month and is at least five two Business Days after such Swingline Loan is made; provided, provided that on each date that a Revolving Facility Borrowing is made by the Borrowermade, the Parent Borrower shall repay all Swingline Loans then outstandingthat were outstanding on the date such Borrowing was requested. (b) Each Lender shall maintain in accordance with its usual practice an account or accounts evidencing the indebtedness of the Borrower Parent Borrower, the Subsidiary Term Borrowers and the Foreign Subsidiary Borrowers 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. (c) The Administrative Agent shall maintain accounts in which it shall record (i) the amount of each Loan made hereunder, the Facility Class and Type thereof and the Interest Period (if any) applicable thereto, (ii) the applicable currency and the amount of any principal or interest due and payable or to become due and payable from the Borrower Parent Borrower, the Subsidiary Term Borrowers and the Foreign Subsidiary Borrowers to each Lender hereunder and (iii) the currency and amount of any amount sum received by the Administrative Agent hereunder for the account of the Lenders and each Lender’s share thereof. (d) The entries made in the accounts maintained pursuant to clause paragraph (b) or (c) of this Section shall be prima facie evidence of the existence and amounts of the obligations recorded therein; provided, 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 obligation of the Borrower Parent Borrower, the Subsidiary Term Borrowers and the Foreign Subsidiary Borrowers to repay the Loans in accordance with the terms of this Agreement. (e) Any Lender may request that Loans of any Class made by it be evidenced by a promissory note (a “Note”)note. In such event, the Parent Borrower, the applicable Subsidiary Term Borrower or the applicable Foreign Subsidiary Borrower, as the case may be, 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 form approved by the Administrative Agent and reasonably acceptable to the BorrowerAgent. Thereafter, unless otherwise agreed to by the applicable Lender, the Loans evidenced by such promissory note and interest thereon shall at all times (including after assignment pursuant to Section 9.0410.04) be represented by one or more promissory notes in such form payable to the order of the payee named therein (or, if requested by such payeepromissory note is a registered note, to such payee and its registered assigns).

Appears in 2 contracts

Samples: Incremental Facility Agreement (Trimas Corp), Credit Agreement (Trimas Corp)

Repayment of Loans; Evidence of Debt. (a) The U.S. Borrower hereby unconditionally promises to pay (i) to the Administrative Agent for the account of each Revolving Facility Lender the then unpaid principal amount of each Revolving Facility Loan to the Borrower on the Revolving Facility Maturity Date applicable to such Revolving Facility LoansDate, (ii) to the Administrative Agent for the account of each Lender the then unpaid principal amount of each Term Competitive Loan on the last day of the Interest Period applicable to such Lender as provided in Section 2.10 Loan and (iii) to the Swingline Lender the then unpaid principal amount of each Swingline Loan applicable to any Class of Revolving Facility Commitments on the earlier of the Revolving Facility Maturity Date for such Class and the first date after such Swingline Loan is made that is the 15th or last day of a calendar month and is at least five Business Days after such Swingline Loan is mademonth; provided, that on each date that a Revolving Facility Borrowing is made by however, subject to the Borrowerterms and conditions herein, the Borrower shall repay all new Swingline Loans may be made on either of those mandatory repayment dates. Each Subsidiary Borrower hereby unconditionally promises to pay to the Applicable Agent for the account of each Lender the then outstandingunpaid principal amount of each Revolving Loan and Ancillary Loan to such Subsidiary Borrower on the Maturity Date. (b) Each Lender shall maintain in accordance with its usual practice an account or accounts evidencing the indebtedness of the 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. (c) The Administrative Each Applicable Agent shall maintain accounts in which it shall record (i) the amount of each Loan made hereunder, the Facility and Type thereof and the Interest Period (if any) applicable thereto, (ii) the amount of any principal or interest due and payable or to become due and payable from the each Borrower to each Lender hereunder and (iii) any amount received by the Administrative such Applicable Agent hereunder for the account of the Lenders and each Lender’s share thereof. (d) The entries made in the accounts maintained pursuant to clause paragraph (b) or (c) of this Section shall be prima facie evidence of the existence and amounts of the obligations recorded therein; provided, provided that the failure of any Lender or the Administrative an Applicable Agent to maintain such accounts or any error therein shall not in any manner affect the obligation of the any Borrower to repay the Loans in accordance with the terms of this Agreement. (e) Any Lender may request that Loans made by it be evidenced by a promissory note (a “Note”)note. In such event, the applicable 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 form approved by the Administrative Agent and reasonably acceptable to the BorrowerApplicable Agent. Thereafter, unless otherwise agreed to by the applicable Lender, 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 payable to the order of the payee named therein (or, if requested by such payeepromissory note is a registered note, to such payee and its registered assigns).

Appears in 2 contracts

Samples: Credit Agreement (Miller Herman Inc), Credit Agreement (Miller Herman Inc)

Repayment of Loans; Evidence of Debt. (a) The Borrower Each of the Borrowers hereby unconditionally promises to pay (i) to the Administrative Agent for the account of each Revolving Facility Lender under each Revolving Facility the then unpaid principal amount of each Revolving Facility Loan to the Borrower under such Revolving Facility on the Revolving Facility Maturity Date applicable with respect to such Revolving Facility LoansFacility, (ii) to the Administrative Agent for the account of each Lender the then unpaid principal amount of each Term Loan of such Lender as provided in Section 2.10 and (iii) to the Swingline Lender the then unpaid principal amount of each Swingline Loan applicable to under any Class of Revolving Facility Commitments on the earlier of the Revolving Facility Maturity Date for with respect to such Class and the first date after such Swingline Loan is made that is the 15th or last day of a calendar month and is at least five Business Days after such Swingline Loan is made; provided, that on each date that a Revolving Facility Borrowing is made by the Borrower, the Borrower shall repay all Swingline Loans then outstandingFacility. (b) Each Lender shall maintain in accordance with its usual practice an account or accounts evidencing the indebtedness of the Borrower Borrowers 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. (c) The Administrative Agent shall maintain accounts in which it shall record (i) the amount and currency of each Loan made hereunder, the Facility and Type thereof and the Interest Period (if any) applicable thereto, (ii) the amount of any principal or interest due and payable or to become due and payable from the each Borrower to each Lender hereunder and (iii) any amount received by the Administrative Agent hereunder for the account of the Lenders and each Lender’s share thereof. (d) The entries made in the accounts maintained pursuant to clause paragraph (b) or (c) 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 obligation of the any Borrower to repay the Loans in accordance with the terms of this Agreement. (e) Any Lender may request that Loans of any Class made by it be evidenced by a promissory note (a “Note”). In such event, the Borrower Borrowers 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 form approved by the Administrative Agent and reasonably acceptable to the BorrowerCompany. Thereafter, unless otherwise agreed to by the applicable Lender, 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 payable to the order of the payee named therein (or, if requested by such payee, to such payee and its registered assigns).

Appears in 2 contracts

Samples: First Lien Credit Agreement (CAESARS ENTERTAINMENT Corp), First Lien Credit Agreement (CAESARS ENTERTAINMENT Corp)

Repayment of Loans; Evidence of Debt. (a) The Borrower hereby unconditionally promises to pay (i) to the Administrative Agent for the account of each Revolving Facility Lender the then unpaid principal amount of each Revolving Facility Loan to the Borrower on the Revolving Facility Maturity Date applicable to such Revolving Facility Loans, (ii) to the Administrative Agent for the account of each Lender the then unpaid principal amount of each Term Loan of such Lender as provided in Section 2.10 and (iii) to the Swingline Lender the then unpaid principal amount of each Swingline Loan applicable to any Class of Revolving Facility Commitments on the earlier of the Revolving Facility Maturity Date for such Class and the first date after such Swingline Loan is made that is the 15th or last day of a calendar month and is at least five Business Days after such Swingline Loan is made; provided, that on each date that a Revolving Facility Borrowing is made by the Borrower, the Borrower shall repay all Swingline Loans then outstanding. (ba) Each Lender shall maintain in accordance with its usual practice an account or accounts evidencing the indebtedness of 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. (cb) The Administrative Agent shall maintain accounts in which it shall record (i) the amount of each Loan made hereunder, the Facility and Type thereof and the Interest Period (if any) applicable thereto, (ii) the amount of any principal or interest due and payable or to become due and payable from the Borrower to each Lender hereunder and (iii) any amount received by the Administrative Agent hereunder for the account of the Lenders and each Lender’s share thereof. (dc) The entries made in the accounts maintained pursuant to clause (b) or (c) of this Section 2.09 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 obligation of the Borrower to repay the Loans in accordance with the terms of this Agreement. (ed) Any Lender may request that Loans made by it be evidenced by a promissory note (a “Note”). In such event, the Borrower shall prepare, execute and deliver to such Lender a promissory note 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 and reasonably acceptable to the Borrower. Thereafter, unless otherwise agreed to by the applicable Lender, the Loans evidenced by such promissory note Note and interest thereon shall at all times (including after assignment pursuant to Section 9.04) be represented by one or more promissory notes Notes in such form payable to the payee named therein (or, if requested by such payee, to such payee and its registered assigns). (e) The Borrower shall repay all Term B-5 Loans that are not Converted Term B-5 Loans on the Closing Date.

Appears in 2 contracts

Samples: Credit Agreement (United Parks & Resorts Inc.), Credit Agreement (SeaWorld Entertainment, Inc.)

Repayment of Loans; Evidence of Debt. (a) The Each Borrower hereby unconditionally promises to pay (i) to the Administrative Agent for the account of each Revolving Facility Lender the then unpaid principal amount of each Revolving Facility Loan to the Borrower on the Revolving Facility Maturity Date applicable to such Revolving Facility Loans, (ii) to the Administrative Agent for the account of each Lender the then unpaid principal amount of each Term Revolving Loan denominated in Dollars owed by such Borrower, (ii) on the Maturity Date to X.X. Xxxxxx Europe Limited for the account of each Lender the then unpaid principal amount of each Revolving Loan denominated in an Alternative Currency owed by such Lender as provided in Section 2.10 and Borrower, (iii) to the Administrative Agent (or, in the case of an Alternative Currency Borrowing, X.X. Xxxxxx Europe Limited) for the account of each Lender the then unpaid principal amount of each Competitive Loan owed by such Borrower on the last day of the Interest Period applicable to such Loan, (iv) in the case of the Company, to each Swingline Lender the then unpaid principal amount of each Swingline Loan applicable to any Class of Revolving Facility Commitments on the earlier of the Revolving Facility Maturity Date for such Class and the first date after such Swingline Loan is made that is the 15th or last day of a calendar month and is at least five two Business Days after such Swingline Loan is made; provided, provided that on each date that a Revolving Facility Borrowing is made by the Borrowermade, the Borrower Company shall repay all Swingline Loans that were outstanding on the date such Borrowing was requested, and (v) to the applicable Lender the then outstandingunpaid principal amount of each Negotiated Rate Loan owed by such Borrower on the earlier of the Maturity Date and the last day of the Interest Period applicable to such Loan. (b) Each Lender shall maintain in accordance with its usual practice an account or accounts evidencing the indebtedness of the 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. (c) The Administrative Agent (and, in the case of an Alternative Currency Borrowing, X.X. Xxxxxx Europe Limited) shall maintain accounts in which it shall record (i) the amount of each Loan made hereunder, the Facility Borrower thereof, the Class, Type and Type Currency thereof and the Interest Period (if any) applicable thereto, (ii) the amount of any principal or interest due and payable or to become due and payable from the each Borrower to each Lender hereunder and (iii) the amount of any amount sum received by the Administrative Agent (or, in the case of an Alternative Currency Borrowing, X.X. Xxxxxx Europe Limited) hereunder for the account of the Lenders and each Lender’s share thereof. (d) The entries made in the accounts maintained pursuant to clause paragraph (b) or (c) of this Section shall be prima facie evidence of the existence and amounts of the obligations recorded therein; provided, provided that the failure of any Lender or Lender, the Administrative Agent (or, in the case of an Alternative Currency Borrowing, X.X. Xxxxxx Europe Limited) to maintain such accounts or any error therein shall not in any manner affect the obligation of the either Borrower to repay the its Loans in accordance with the terms of this Agreement. (e) Any Lender may request that Loans made by it be evidenced by a promissory note (a “Note”)note. In such event, the applicable 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 (i) with respect to any Revolving Loan, substantially in the form of Exhibit D, and (ii) with respect to any Loan that is not a Revolving Loan, in a form approved by such Borrower and the Administrative Agent and reasonably acceptable to the BorrowerAgent, in each case appropriately completed in conformity with this Agreement. Thereafter, unless otherwise agreed to by the applicable Lender, the Loans evidenced by such promissory note and interest thereon shall at all times (including after assignment pursuant to Section 9.0410.04) be represented by one or more promissory notes in such form payable to the order of the payee named therein (or, if requested by such payeepromissory note is a registered note, to such payee and its registered assigns). (f) Each Lender that makes any Negotiated Rate Loan shall notify the Administrative Agent (and, in the case of an Alternative Currency Borrowing, X.X. Xxxxxx Europe Limited) of each such Loan and of each payment of principal in respect thereof.

Appears in 2 contracts

Samples: Revolving Credit Agreement (Fortune Brands Inc), Revolving Credit Agreement (Fortune Brands Inc)

Repayment of Loans; Evidence of Debt. (a) The Parent Borrower, each Subsidiary Term Borrower (with respect to Tranche B Term Loans made to such Subsidiary Term Borrower) and each Foreign Subsidiary Borrower (with respect to Foreign Currency Loans made to such Foreign Subsidiary Borrower) hereby unconditionally promises to pay (i) to the Administrative Agent for the account of each Revolving Facility Lender the then unpaid principal amount of each Revolving Facility Loan to the Borrower of such Lender on the Revolving Facility Maturity Date applicable to such Revolving Facility LoansDate, (ii) to the Administrative Agent for the account of each Lender the then unpaid principal amount of each Term Loan of such Lender as provided in Section 2.10 and (iii) to the Swingline Lender the then unpaid principal amount of each Swingline Loan applicable to any Class of Revolving Facility Commitments on the earlier of the Revolving Facility Maturity Date for such Class and the first date after such Swingline Loan is made that is the 15th or last day of a calendar month and is at least five two Business Days after such Swingline Loan is made; provided, provided that on each date that a Revolving Facility Borrowing Loan (other than a Foreign Currency Borrowing) is made by the Borrowermade, the Parent Borrower shall repay all Swingline Loans then outstandingthat were outstanding on the date such Borrowing was requested. (b) Each Lender shall maintain in accordance with its usual practice an account or accounts evidencing the indebtedness of the Borrower Parent Borrower, the Subsidiary Term Borrowers and the Foreign Subsidiary Borrowers 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. (c) The Administrative Agent shall maintain accounts in which it shall record (i) the amount of each Loan made hereunder, the Facility Class and Type thereof and the Interest Period (if any) applicable thereto, (ii) the amount of any principal or interest due and payable or to become due and payable from the Borrower Parent Borrower, the Subsidiary Term Borrowers and the Foreign Subsidiary Borrowers to each Lender hereunder and (iii) the amount of any amount sum received by the Administrative Agent hereunder for the account of the Lenders and each Lender’s 's share thereof. (d) The entries made in the accounts maintained pursuant to clause paragraph (b) or (c) of this Section shall be prima facie evidence of the existence and amounts of the obligations recorded therein; provided, 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 obligation of the Borrower Parent Borrower, the Subsidiary Term Borrowers and the Foreign Subsidiary Borrowers to repay the Loans in accordance with the terms of this Agreement. (e) Any Lender may request that Loans of any Class made by it be evidenced by a promissory note (a “Note”)note. In such event, the Parent Borrower, the applicable Subsidiary Term Borrower or the applicable Foreign Subsidiary Borrower, as the case may be, 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 form approved by the Administrative Agent and reasonably acceptable to the BorrowerAgent. Thereafter, unless otherwise agreed to by the applicable Lender, the Loans evidenced by such promissory note and interest thereon shall at all times (including after assignment pursuant to Section 9.0410.04) be represented by one or more promissory notes in such form payable to the order of the payee named therein (or, if requested by such payeepromissory note is a registered note, to such payee and its registered assigns).

Appears in 2 contracts

Samples: Credit Agreement (Trimas Corp), Credit Agreement (Trimas Corp)

Repayment of Loans; Evidence of Debt. (a) The Each Borrower hereby unconditionally promises to pay (i) to the Administrative Agent for the account of each Revolving Facility Lender the then unpaid principal amount of each Revolving Facility Loan to the Borrower on the Revolving Facility Maturity Date applicable to such Revolving Facility LoansDate, (ii) to the Administrative Agent for the account of each Lender the then unpaid principal amount of each Term Loan Protective Advance on the earlier of such Lender as provided in Section 2.10 the Maturity Date and demand by the Agent, (iii) to the Swingline Lender the then unpaid principal amount of each Swingline Loan applicable to any Class of Revolving Facility Commitments on the earlier of the Revolving Facility Maturity Date and (iv) to the Agent for the account of each Extending Lender of each Extension Series, the then unpaid principal amount of each Extended Revolving Loan of such Extension Series on the maturity date for such Class and the first date after such Swingline Loan is made that is the 15th or last day of a calendar month and is at least five Business Days after such Swingline Loan is madeExtension Series; provided, provided that on each date that a Revolving Facility Borrowing Loan is made by the Borrowerwhile any Swingline Loan or Protective Advance is outstanding, the Borrower Borrowers shall repay all such Swingline Loans and Protective Advances with the proceeds of such Revolving Loan then outstanding. (b) At all times after the occurrence and during the continuance of a Liquidity Event and notification thereof by the Agent to the Borrower Agent (subject to the provisions of Section 2.18(b) and to the terms of the Security Agreement), on each Business Day, at or before 1:00 p.m., New York City time, the Agent shall apply all immediately available funds credited to the JPMCB Account or such other account directed by the Agent pursuant to Section 2.21(b), first to pay any fees or expense reimbursements then due to the Agent, the Issuing Banks and the Revolving Lenders (other than in connection with Banking Services or Secured Swap Obligations), pro rata, second to pay interest due and payable in respect of any Revolving Loans (including Swingline Loans) and any Protective Advances that may be outstanding, pro rata, third to prepay the principal of any Protective Advances that may be outstanding, pro rata, and fourth to prepay the principal of the Revolving Loans (including Swingline Loans) and to cash collateralize outstanding LC Exposure, pro rata. (c) Each Lender shall maintain in accordance with its usual practice an account or accounts evidencing the indebtedness of the Borrower Borrowers 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. (cd) The Administrative Agent shall maintain accounts in which it shall record (i) the amount of each Loan made hereunder, the Facility Class and Type thereof and the Interest Period (if any) applicable thereto, (ii) the amount of any principal or interest due and payable or to become due and payable from the Borrower Borrowers to each Lender hereunder and (iii) the amount of any amount sum received by the Administrative Agent hereunder for the account of the Lenders and each Lender’s share thereof. (de) The entries made in the accounts maintained pursuant to clause paragraph (bc) or (cd) of this Section shall be prima facie evidence of the existence and amounts of the obligations recorded therein; provided, 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 obligation of the Borrower Borrowers to repay the Loans in accordance with the terms of this Agreement. (ef) Any Revolving Lender may request that Revolving Loans made by it be evidenced by a promissory note (if such promissory note is necessary to consummate a “Note”transaction described in Section 9.04(d). In such event, the Borrower Borrowers shall prepare, execute and deliver to such Revolving Lender a promissory note payable to such Lender (or, if requested by such Lender, to such Revolving Lender and its registered assigns) assigns and in a substantially the form approved by the Administrative Agent and reasonably acceptable to the Borrower. Thereafter, unless otherwise agreed to by the applicable Lender, 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 payable to the payee named therein (or, if requested by such payee, to such payee and its registered assigns)of Exhibit G hereto.

Appears in 2 contracts

Samples: Credit Agreement (Northern Tier Energy LP), Credit Agreement (Northern Tier Energy, Inc.)

Repayment of Loans; Evidence of Debt. (a) The Borrower hereby unconditionally promises to pay (i) to the Administrative Agent for the account of each Revolving Facility Lender the then unpaid principal amount of each Revolving Facility Loan made by such Revolving Lender to the Borrower on the Revolving Facility Maturity Date applicable to such Revolving Facility LoansDate, (ii) to the Administrative Agent for the account of each Tranche BInitial Term Lender the then unpaid principal amount of each Tranche BInitial Term Loan of made (or deemed to have been made) by such Tranche BInitial Term Lender as provided in Section 2.10 to the Borrower on the Tranche BInitial Term Maturity Date, and (iii) to the Swingline Administrative Agent for the account of each Tranche BInitial Term Lender the then unpaid principal amount of each Swingline Tranche BInitial Term Loan applicable to any Class of Revolving Facility Commitments on the earlier of the Revolving Facility Maturity Date for such Class and the first date after such Swingline Loan is made that is the 15th or last day of a calendar month and is at least five Business Days after such Swingline Loan is made; provided, that on each date that a Revolving Facility Borrowing is made by the Borrower, such Tranche B Term Lender to the Borrower shall repay all Swingline Loans as provided in Section 2.10 and (iv) to the Administrative Agent for the account of each Tranche A Term Lender the then outstandingunpaid principal amount of each Tranche A Term Loan made by such Tranche A Term(or deemed to have been made) by such Initial Term Lender to the Borrower as provided in Section 2.10. (b) Each Lender shall maintain in accordance with its usual practice an account or accounts evidencing the indebtedness of 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. The records maintained by the Administrative Agent and the Lenders shall be prima facie evidence of the existence and amounts of the obligations of the Borrower in respect of Loans made to the Borrower, LC Disbursements, interest and fees due or accrued, in each case, with respect to the Borrower hereunder; provided that the failure of the Administrative Agent or any Lender to maintain such records or any error therein shall not in any manner affect the obligation of the Borrower to pay any amounts due hereunder in accordance with the terms of this Agreement. In the event of any inconsistency between the entries made pursuant to paragraphs (b) and (c) of this Section 2.09, the accounts maintained by the Administrative Agent maintained pursuant to paragraph (c) of this Section 2.09 shall control. (c) The Administrative Agent shall shall, in connection with maintenance of the Register in accordance with Section 9.04(b)(iv) maintain accounts in which it shall record (i) the amount of each Loan made hereunder, the Facility Class and Type thereof and the Interest Period (if any) applicable thereto, (ii) the amount of any principal principal, premium, interest or interest fees due and payable or to become due and payable from the Borrower to each Lender hereunder and (iii) the amount of any amount sum received by the Administrative Agent hereunder for the account of the Lenders and each Lender’s share thereof. (d) The entries made in the accounts maintained pursuant to clause (b) or (c) 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 obligation of the Borrower to repay the Loans in accordance with the terms of this Agreement. (e) Any Lender may request that Loans of any Class made by it be evidenced by a promissory note (a “Note”)note. In such event, the Borrower of such Loans 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 and reasonably acceptable to the BorrowerAgent. Thereafter, unless otherwise agreed to by the applicable Lender, 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 payable to the order of the payee named therein (or, if requested by such payeepromissory note is a registered note, to such payee and its registered assigns).

Appears in 1 contract

Samples: Credit Agreement (Resideo Technologies, Inc.)

Repayment of Loans; Evidence of Debt. (a) The Borrower hereby unconditionally promises to pay (i) to the Administrative Agent for the account of each Revolving Facility Lender the then unpaid principal amount of each Revolving Facility Loan to the Borrower on the Revolving Facility Maturity Date applicable to such Revolving Facility Loans, Loans and (ii) to the Administrative Agent for the account of each Lender the then unpaid principal amount of each Term Loan of such Lender as provided in Section 2.10 and (iii) to the Swingline Lender the then unpaid principal amount of each Swingline Loan applicable to any Class of Revolving Facility Commitments on the earlier of the Revolving Facility Maturity Date for such Class and the first date after such Swingline Loan is made that is the 15th or last day of a calendar month and is at least five Business Days after such Swingline Loan is made; provided, that on each date that a Revolving Facility Borrowing is made by the Borrower, the Borrower shall repay all Swingline Loans made to the Borrower that is then outstanding. (b) Each Lender shall maintain in accordance with its usual practice an account or accounts evidencing the indebtedness of 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. (c) The Administrative Agent shall maintain accounts the Register pursuant to Section 9.04(b)(iv), and a subaccount therein for each Lender, in which it shall record (i) the amount of each Loan made hereunder, the Facility and Type thereof and the Interest Period (if any) applicable thereto, (ii) the amount of any principal or interest due and payable or to become due and payable from the Borrower to each Lender hereunder and (iii) any amount received by the Administrative Agent hereunder for the account of the Lenders and each Lender’s share thereof. (d) The entries made in the Register and the accounts maintained pursuant to clause (b) or (c) of this Section 2.09 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 the Register or such accounts or any error therein shall not in any manner affect the obligation of the Borrower to repay the Loans in accordance with the terms of this Agreement. (e) Any Lender may request that Loans made by it be evidenced by a promissory note (a “Note”). In such event, the 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) assigns and in a form reasonably approved by the Administrative Agent and reasonably acceptable to the Borrower, which promissory note shall be substantially in the form of Exhibit J in the case of a Note evidencing Indebtedness of the Borrower under the Revolving Facility Commitment of such Lender. Thereafter, unless otherwise agreed to by the applicable Lender, 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 payable to the payee named therein (or, if requested by such payee, to such payee and its registered assigns).

Appears in 1 contract

Samples: Credit Agreement (Driven Brands Holdings Inc.)

Repayment of Loans; Evidence of Debt. (a) The Each Borrower hereby unconditionally promises to pay (i) to the Administrative Agent for the account of each Revolving Facility Lender the then unpaid principal amount of each Revolving Facility Loan owed by such Borrower to the Borrower such Lender on the Revolving Facility Maturity Date applicable to such Revolving Facility LoansDate, (ii) in the case of the Company, to the Administrative Agent for the account of each Lender the then unpaid principal amount of each B Term Loan of such Lender as provided in Section 2.10 and (iii) to the Swingline Lender the then unpaid principal amount of each Swingline Loan applicable to any Class of Revolving Facility Commitments owed by such Borrower on the earlier of the Revolving Facility Maturity Date for such Class and the first date after such Swingline Loan is made that is the 15th or last day of a calendar month and is at least five two Business Days after such Swingline Loan is made; provided, provided that on each date that a Revolving Facility Borrowing is made by the a Borrower, the such Borrower shall repay all Swingline Loans then outstandingof such Borrower that were outstanding on the date such Borrowing was requested. (b) Each Lender shall maintain in accordance with its usual practice an account or accounts evidencing the indebtedness of the 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. (c) The Administrative Agent shall maintain accounts in which it shall record (i) the amount of each Loan made hereunder, the Facility Class and Type thereof, the Borrower in respect thereof and the Interest Period (if any) applicable thereto, (ii) the amount of any principal or interest due and payable or to become due and payable from the each Borrower to each Lender hereunder and (iii) the amount of any amount sum received by the Administrative Agent hereunder for the account of the Lenders and each Lender’s 's share thereof. (d) The entries made in the accounts maintained pursuant to clause paragraph (b) or (c) of this Section shall be prima facie evidence of the existence and amounts of the obligations recorded therein; provided, 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 obligation of the each Borrower to repay the its Loans in accordance with the terms of this Agreement. (e) Any Lender may request that Loans of any Class made by it to any Borrower be evidenced by a promissory note (a “Note”)note. In such event, the applicable 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 form approved by the Administrative Agent and reasonably acceptable to the BorrowerAgent. Thereafter, unless otherwise agreed to by the applicable Lender, 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 payable to the order of the payee named therein (or, if requested by such payeepromissory note is a registered note, to such payee and its registered assigns).

Appears in 1 contract

Samples: Credit Agreement (Imc Global Inc)

Repayment of Loans; Evidence of Debt. (a) The Parent Borrower, each Subsidiary Term Borrower (with respect to Tranche A Loans made to such Subsidiary Term Borrower) and each Foreign Subsidiary Borrower (with respect to Foreign Currency Loans made to such Foreign Subsidiary Borrower) hereby unconditionally promises to pay (i) to the Administrative Agent for the account of each Revolving Facility Lender the then unpaid principal amount of each Revolving Facility Loan to the Borrower of such Lender on the Revolving Facility Maturity Date applicable to such Revolving Facility LoansDate, (ii) to the Administrative Agent for the account of each Lender the then unpaid principal amount of each Term Loan of such Lender as provided in Section 2.10 and (iii) to the Swingline Lender the then unpaid principal amount of each Swingline Loan applicable to any Class of Revolving Facility Commitments on the earlier of the Revolving Facility Maturity Date for such Class and the first date after such Swingline Loan is made that is the 15th or last day of a calendar month and is at least five two Business Days after such Swingline Loan is made; provided, provided that on each date that a Revolving Facility Borrowing (other than a Foreign Currency Borrowing) is made by the Borrowermade, the Parent Borrower shall repay all Swingline Loans then outstandingthat were outstanding on the date such Borrowing was requested. (b) Each Lender shall maintain in accordance with its usual practice an account or accounts evidencing the indebtedness of the Borrower Parent Borrower, the Subsidiary Term Borrowers and the Foreign Subsidiary Borrowers 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. (c) The Administrative Agent shall maintain accounts in which it shall record (i) the amount of each Loan made hereunder, the Facility Class and Type thereof and the Interest Period (if any) applicable thereto, (ii) the amount of any principal or interest due and payable or to become due and payable from the Borrower Parent Borrower, the Subsidiary Term Borrowers and the Foreign Subsidiary Borrowers to each Lender hereunder and (iii) the amount of any amount sum received by the Administrative Agent hereunder for the account of the Lenders and each Lender’s 's share thereof. (d) The entries made in the accounts maintained pursuant to clause paragraph (b) or (c) of this Section shall be prima facie evidence of the existence and amounts of the obligations recorded therein; provided, 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 obligation of the Borrower Parent Borrower, the Subsidiary Term Borrowers and the Foreign Subsidiary Borrowers to repay the Loans in accordance with the terms of this Agreement. (e) Any Lender may request that Loans of any Class made by it be evidenced by a promissory note (a “Note”)note. In such event, the Parent Borrower, the applicable Subsidiary Term Borrower or the applicable Foreign Subsidiary Borrower, as the case may be, 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 form approved by the Administrative Agent and reasonably acceptable to the BorrowerAgent. Thereafter, unless otherwise agreed to by the applicable Lender, the Loans evidenced by such promissory note and interest thereon shall at all times (including after assignment pursuant to Section 9.0410.04) be represented by one or more promissory notes in such form payable to the order of the payee named therein (or, if requested by such payeepromissory note is a registered note, to such payee and its registered assigns).

Appears in 1 contract

Samples: Credit Agreement (Mascotech Inc)

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Repayment of Loans; Evidence of Debt. (a) The Borrower hereby unconditionally promises to pay (i) to the Administrative Applicable Agent for the account of each Revolving Facility Lender the then unpaid principal amount of each Revolving Facility Loan to the Borrower of such Lender on the Revolving Facility Maturity Date applicable to such Revolving Facility LoansDate, (ii) to the Administrative Agent for the account of each Lender the then unpaid principal amount of each Term Loan of such Lender as provided in Section 2.10 and on the Term Maturity Date, (iii) to the Administrative Agent for the account of each Lender the then unpaid principal amount of each Competitive Loan made by such Lender on the last day of the Interest Period applicable to such Loan and (iv) to the applicable Swingline Lender Lenders the then unpaid principal amount of each Swingline Loan applicable to any Class of Revolving Facility Commitments on the earlier of the Revolving Facility Maturity Date for such Class and the first date at least five Business Days after such Swingline Loan is made that is the 15th or last day of a calendar month and is at least five Business Days after such Swingline Loan is mademonth; provided, provided that on each date that a Revolving Facility Borrowing denominated in US Dollars (including any ABR Borrowing) or Competitive Borrowing is made by the Borrowermade, the Borrower shall repay all outstanding Swingline Loans then outstandingLoans. (b) Each Lender shall maintain in accordance with its usual practice an account or accounts evidencing the indebtedness Indebtedness of 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. (c) The Administrative Agent shall maintain accounts in which it shall record (i) the amount of each Loan made hereunder, the Facility Class and Type thereof and the Interest Period (if any) applicable thereto, (ii) the amount of any principal or interest due and payable or to become due and payable from the Borrower to each Lender hereunder and (iii) the amount of any amount sum received by the Administrative Agent hereunder for the account of the Lenders and each Lender’s share thereof. (d) The entries made in the accounts maintained pursuant to clause paragraph (b) or (c) of this Section shall be prima facie evidence of the existence and amounts of the obligations recorded therein; provided, 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 obligation of the Borrower to repay the Loans in accordance with the terms of this Agreement. (e) Any Lender may request that the Term Loans or Revolving Loans made by it be evidenced by a promissory note (a “Note”)note. In such event, the Borrower shall prepare, execute and deliver to such Lender such 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 substantially the form approved by the Administrative Agent and reasonably acceptable to the Borrower. attached hereto as Exhibit E. Thereafter, unless otherwise agreed to by the applicable Lender, 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 payable to the order of the payee named therein (or, if requested by such payeepromissory note is a registered note, to such payee and its registered assigns).

Appears in 1 contract

Samples: Credit Agreement (Broadridge Financial Solutions, Inc.)

Repayment of Loans; Evidence of Debt. (a) The Borrower hereby unconditionally promises to pay (i) to the Administrative Agent for the account of each Revolving Facility Lender the then unpaid principal amount of each Revolving Facility Loan to the Borrower on the Revolving Facility Maturity Date applicable to such Revolving Facility Loans, (ii) to the Administrative Agent for the account of each Lender the then unpaid principal amount of each Term Loan of such Lender as provided in Section 2.10 and (iii) to the Swingline Lender the then unpaid principal amount of each Swingline Loan applicable to any Class of Revolving Facility Commitments on the earlier of the Revolving Facility Maturity Date for such Class and the first date after such Swingline Loan is made that is the 15th or last day of a calendar month and is at least five Business Days after such Swingline Loan is made; provided, that on each date that a Revolving Facility Borrowing is made by the Borrower, the Borrower shall repay all Swingline Loans then outstanding. (b) Each Lender shall maintain in accordance with its usual practice an account or accounts evidencing the indebtedness of the Borrower to such Lender resulting from each Loan made by such LenderXxxxxx, including the amounts of principal and interest payable and paid to such Lender from time to time hereunder. (c) The Administrative Agent shall maintain accounts in which it shall record (i) the amount of each Loan made hereunder, the Facility and Type thereof and the Interest Period (if any) applicable thereto, (ii) the amount of any principal or interest due and payable or to become due and payable from the Borrower to each Lender hereunder and (iii) any amount received by the Administrative Agent hereunder for the account of the Lenders and each LenderXxxxxx’s share thereof. (d) The entries made in the accounts maintained pursuant to clause (b) or (c) of this Section 2.09 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 obligation of the Borrower to repay the Loans in accordance with the terms of this Agreement. (e) Any Lender may request that Loans made by it be evidenced by a promissory note (a “Note”). In such event, the Borrower shall prepare, execute and deliver to such Lender a promissory note 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 and reasonably acceptable to the Borrower. Thereafter, unless otherwise agreed to by the applicable Lender, the Loans evidenced by such promissory note Note and interest thereon shall at all times (including after assignment pursuant to Section 9.04) be represented by one or more promissory notes Notes in such form payable to the payee named therein (or, if requested by such payee, to such payee and its registered assigns). (f) The Borrower shall repay all Term B-5 Loans that are not Converted Term B-5 Loans on the Closing Date.

Appears in 1 contract

Samples: Credit Agreement (United Parks & Resorts Inc.)

Repayment of Loans; Evidence of Debt. (a) The Borrower hereby unconditionally promises to pay (i) to the Administrative Agent for the account of each (i) Revolving Facility Credit Lender the then unpaid principal amount of each Revolving Facility Credit Loan to the Borrower on the Revolving Facility Maturity Date applicable to such Revolving Facility LoansCredit Termination Date, (ii) Initial Term Loan Lender (x) in semi-annual installments beginning on the date six months following the Initial Term Loan Date and ending on the date six months prior to the Administrative Agent Initial Term Loan Maturity Date, an amount equal to $2,500,000 for the account of each Lender installment and (y) the then unpaid principal amount of each Initial Term Loan of such Lender as provided in Section 2.10 on the Initial Term Loan Maturity Date and (iii) to the Swingline each Additional Term Loan Lender the then unpaid principal amount of each Swingline amounts indicated in the applicable Term Loan applicable to any Class of Revolving Facility Commitments on the earlier of the Revolving Facility Maturity Date for Addendum at such Class and the first date after such Swingline Loan is made that is the 15th or last day of a calendar month and is at least five Business Days after such Swingline Loan is made; provided, that on each date that a Revolving Facility Borrowing is made by the Borrower, the Borrower shall repay all Swingline Loans then outstandingtimes as therein indicated. (b) Each Lender shall maintain in accordance with its usual practice an account or accounts evidencing the indebtedness of 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. (c) The Administrative Agent shall maintain accounts in which it shall record (i) the amount of each Loan made hereunder; the Type thereof; whether such Loan is a Term Loan or a Revolving Credit Loan; for each Term Loan, whether such Term Loan is an Initial Term Loan or Additional Term Loan; for each Additional Term Loan, the Facility and Type thereof series designation for such Additional Term Loan; and the Interest Period (if any) applicable theretoto each Loan made hereunder, (ii) the amount of any principal or interest due and payable or to become due and payable from the Borrower to each Lender hereunder and (iii) the amount of any amount sum received by the Administrative Agent hereunder for the account of the Lenders and each Lender’s 's share thereof.. SEVENTH AMENDED AND RESTATED CREDIT AGREEMENT (d) The entries made in the accounts maintained pursuant to clause paragraph (b) or (c) of this Section 2.2 shall be prima facie evidence of the existence and amounts of the obligations recorded therein; provided, 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 obligation of the Borrower to repay the Loans in accordance with the terms of this Agreement. (e) Any Lender may request that the Revolving Credit Loans or the Term Loans made by it be evidenced by a promissory note (a “Note”)note. In such event, the Borrower shall prepare, execute and deliver to such Lender a promissory note substantially in the form of Exhibit A-1 hereto (a "Revolving Credit Note"), or a promissory note substantially in the form of Exhibit A-2 hereto (a "Initial Term Loan Note"), or a promissory note substantially in the form of Exhibit A-3 hereto (a "Additional Term Loan Note"), as applicable, payable to the order of such Lender (or, if requested by such Lender, to such Lender and its registered assigns) and in a form approved by the Administrative Agent and reasonably acceptable to the Borrower). Thereafter, unless otherwise agreed to by the applicable Lender, the Loans evidenced by any such promissory note and interest thereon shall at all times (including after assignment pursuant to Section 9.0411.6) be represented by one or more promissory notes in such form payable to the order of the payee named therein (or, if requested by such payeepromissory note is a registered note, to such payee and its registered assigns).

Appears in 1 contract

Samples: Credit Agreement (Gulfterra Energy Partners L P)

Repayment of Loans; Evidence of Debt. (a) The Borrower hereby unconditionally promises to pay (i) to the Administrative Agent for the account of each Revolving Facility Lender the then unpaid principal amount of each Revolving Facility Loan to the Borrower on the Revolving Facility Maturity Date applicable to such Revolving Facility LoansLoan, (ii) to the Administrative Agent for the account of each Lender the then unpaid principal amount of each Term Loan of such Lender as provided in Section 2.10 and (iii) to the Swingline Lender the then unpaid principal amount of each Swingline Loan applicable to any Class of Revolving Facility Commitments on the earlier of the Class B Revolving Facility Maturity Date for such Class and the first date after such Swingline Loan is made that is the 15th or last day of a calendar month and is at least five Business Days after such Swingline Loan is made; provided, provided that on each date that a Revolving Facility Borrowing is made by the Borrower, the Borrower shall repay all Swingline Loans then outstanding. (b) Each Lender shall maintain in accordance with its usual practice an account or accounts evidencing the indebtedness of 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. (c) The Administrative Agent shall maintain accounts in which it shall record (i) the amount of each Loan made hereunder, the Facility and Type thereof and the Interest Period (if any) applicable thereto, (ii) the amount of any principal or interest due and payable or to become due and payable from the Borrower to each Lender hereunder and (iii) any amount received by the such Administrative Agent hereunder for the account of the Lenders and each Lender’s share thereof. (d) The entries made in the accounts maintained pursuant to clause paragraph (b) or (c) of this Section shall be prima facie evidence of the existence and amounts of the obligations recorded therein; provided, 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 obligation of the Borrower to repay the Loans in accordance with the terms of this Agreement. (e) Any Lender may request that Loans made by it be evidenced by a promissory note (a “Note”)note. In such event, the 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 form approved by the Administrative Agent and reasonably acceptable to the BorrowerAgent. Thereafter, unless otherwise agreed to by the applicable Lender, 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 payable to the order of the payee named therein (or, if requested by such payeepromissory note is a registered note, to such payee and its registered assigns).

Appears in 1 contract

Samples: Credit Agreement (Alpha Natural Resources, Inc.)

Repayment of Loans; Evidence of Debt. (a) The Borrower hereby unconditionally promises to pay (i) to the Tranche A Term Loan Administrative Agent for the account of each Tranche A Term Lender the then unpaid principal amount of each Tranche A Term Loan of such Tranche A Term Lender as provided in ‎Section 2.10(a)(i). The Borrower unconditionally promises to pay to the Tranche B Term Loan Administrative Agent for the account of each Tranche B Term Lender the then unpaid principal amount of each Tranche B Term Loan of such Tranche B Term Lender as provided in Section 2.10(a)(ii). The Borrower unconditionally promises to pay to the Revolving Facility Administrative Agent for the account of each Revolving Facility Lender the then unpaid principal amount of each Revolving Facility Loan of such Revolving Lender made to the Borrower on the Revolving Facility Maturity Date applicable Date. The Borrower hereby unconditionally promises to such Revolving Facility Loans, (ii) to the Administrative Agent for the account of each Lender the then unpaid principal amount of each Term Loan of such Lender as provided in Section 2.10 and (iii) pay to the Swingline Lender the then unpaid principal amount of each Swingline Loan applicable to any Class of Revolving Facility Commitments on the earlier of the Revolving Facility Maturity Date for such Class and the first date after such Swingline Loan is made that is the 15th or last day of a calendar month and is at least five two Business Days after such Swingline Loan is made; provided, provided that on each date that a Revolving Facility Borrowing is made by the Borrowermade, the Borrower shall repay all Swingline Loans then outstanding. (b) Each Lender shall maintain in accordance with its usual practice an account or accounts evidencing the indebtedness of the Borrower to such Lender resulting from each Loan made by such LenderLender to the Borrower, including the amounts of principal and interest payable and paid to such Lender from time to time hereunder. (c) The applicable Administrative Agent shall maintain accounts in which it shall record (i%4) the amount of each Loan made hereunderhereunder to the Borrower, the Facility Class and Type thereof and the Interest Period (if any) applicable thereto, (ii%4) the amount of any principal or interest due and payable or to become due and payable from the Borrower to each Lender hereunder and (iii%4) the amount of any amount sum received by the such Administrative Agent hereunder from the Borrower for the account of the Lenders and each Lender’s share thereof. (d) The entries made in the accounts maintained pursuant to clause (bparagraph ‎(b) or (c‎(c) of this Section shall be prima facie evidence of the existence and amounts of the obligations recorded therein; provided, provided that the failure of any Lender or the applicable Administrative Agent to maintain such accounts or any error therein shall not in any manner affect the obligation of the Borrower to repay the Loans and pay interest thereon in accordance with the terms of this Agreement. (e) Any Lender may request that Loans of any Class made by it be evidenced by a promissory note (a “Note”)note. In such event, the Borrower shall promptly 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) assigns and substantially in the form of the applicable Exhibit F, provided that, except as set forth in Section 4.01(a)(C), the delivery of any such note shall not be a form approved by the Administrative Agent and reasonably acceptable condition precedent to the BorrowerRestatement Date or any Acquisition or Investment. Thereafter, unless otherwise agreed to by the applicable Lender, the Loans evidenced by such promissory note and interest thereon shall at all times (including after assignment pursuant to Section ‎Section 9.04) be represented by one or more promissory notes in such form payable to the payee named therein (or, if requested by such payee, to such payee and its registered assignsassigns (and ownership shall at all times be recorded in the Register).

Appears in 1 contract

Samples: Credit Agreement (Zebra Technologies Corp)

Repayment of Loans; Evidence of Debt. (a) The Each Borrower within a Borrower Group hereby unconditionally promises to pay (i) to the Administrative Agent for the account of each Revolving Facility Applicable Lender the then unpaid principal amount of each Revolving Facility Loan to the Borrower made by such Applicable Lender on the Revolving Facility Maturity Date applicable to such Revolving Facility LoansDate, (ii) to the Administrative Agent the then unpaid amount of each Protective Advance made to or for the account of each Lender the then unpaid principal amount Borrowers within such Borrower Group on the earlier of each Term Loan of such Lender as provided in Section 2.10 the Maturity Date and demand by the Agent, (iii) to the Applicable Swingline Lender the then unpaid principal amount of each Swingline Loan applicable to any Class of Revolving Facility Commitments made by such Applicable Swingline Lender on the earlier of the Revolving Facility Maturity Date and (iv) to the Agent for the account of each Applicable Extending Lender of each Extension Series made available to the Borrowers within such Borrower Group, the then unpaid principal amount of each Extended Revolving Loan of such Extension Series on the maturity date for such Class and the first date after such Swingline Loan is made that is the 15th or last day of a calendar month and is at least five Business Days after such Swingline Loan is madeExtension Series; provided, provided that on each date that a Revolving Facility Borrowing Loan to a Borrower within a Borrower Group is made by while any Swingline Loan or Protective Advance made to the BorrowerBorrowers within such Borrower Group is outstanding, the Borrowers within such Borrower Group shall repay all such Swingline Loans and Protective Advances with the proceeds of such Revolving Loan then outstanding. Each U.S. Borrower hereby unconditionally promises to pay to the Agent for the account of each Applicable Tranche B Lender the then unpaid principal amount of each Tranche B Loan made by such Applicable Tranche B Lender on the Tranche B Maturity Date. (b) At all times after the occurrence and during the continuance of a Liquidity Event and notification thereof by the Agent to the Borrower Agent (subject to the provisions of Section 2.18(b) and to the terms of the Security Agreement), on each Business Day, at or before 1:00 p.m., New York City time, or with respect to Canadian Revolving Loans, 1:00 p.m. Toronto, Ontario time, the Agent shall apply all immediately available funds credited to the BANA Account of a Borrower Group or such other account of such Borrower Group directed by the Agent pursuant to Section 2.21(b), first to pay any fees or expense reimbursements then due to the Agent, the Applicable Issuing Banks and the Applicable Lenders (other than in connection with Banking Services or Secured Swap Obligations), pro rata, second to pay interest due and payable in respect of any Tranche A Revolving Loans (including Swingline Loans) made to the Borrowers within such Borrower Group and any Protective Advances made to the Borrowers within such Borrower Group that may be outstanding, pro rata, third to prepay the principal of any Protective Advances made to the Borrowers within such Borrower Group that may be outstanding, pro rata, andpro rata, fourth to prepay the principal of the Tranche A Revolving Loans (including Swingline Loans) made to the Borrowers within such Borrower Group and to cash collateralize outstanding LC Exposure of the Applicable Issuing Bank and Applicable Lenders with respect to such Borrower Group, pro rata, fifth to pay interest due and payable in respect of any Tranche B Loans made to the U.S. Borrowers that may be outstanding, pro rata, and sixth, to prepay the principal of the Tranche B Loans, pro rata. It being understood that in no event shall any of the Canadian Loan Parties make any payment hereunder or under any other Loan Document on account of any U.S. Obligations. (c) Each Applicable Lender shall maintain in accordance with its usual practice an account or accounts evidencing the indebtedness of the Borrowers within a Borrower Group to such Applicable Lender resulting from each Loan made by such LenderLender to any Borrower within such Borrower Group, including the amounts of principal and interest payable and paid to such Lender from time to time hereunder. (cd) The Administrative Agent shall maintain accounts in which it shall record (i) the amount of each Loan made hereunderhereunder to a Borrower within a Borrower Group, the Facility Class and Type thereof and the Interest Period (if any) applicable thereto, (ii) the amount of any principal or interest due and payable or to become due and payable from the Borrowers within such Borrower Group to each Applicable Lender hereunder and (iii) the amount of any amount sum received by the Administrative Agent hereunder for the account of the Applicable Lenders and each Applicable Lender’s share thereof. (de) The entries made in the accounts maintained pursuant to clause paragraph (bc) or (cd) of this Section shall be prima facie evidence of the existence and amounts of the obligations recorded therein; provided, provided that the failure of any Applicable Lender or the Administrative Agent to maintain such accounts or any error therein shall not in any manner affect the obligation of the Borrowers within a Borrower Group to repay the Loans made to the Borrowers within such Borrower Group in accordance with the terms of this Agreement. (ef) Any Applicable Lender may request that Revolving Loans made by it to the Borrowers within a Borrower Group be evidenced by a promissory note (a “Note”)note. In such event, the Borrowers within such Borrower Group shall prepare, execute and deliver to such Applicable Lender a promissory note payable to such Lender (or, if requested by such Lender, to such Applicable Lender and its registered assigns) assigns and in substantially the form of (i) Exhibit G-1 hereto, in the case of any promissory note issued to a form approved by the Administrative Agent and reasonably acceptable to the Borrower. Thereafter, unless otherwise agreed to by the applicable Canadian Revolving Lender, and(ii) Exhibit G-2, in the Loans evidenced by such case of any promissory note issued to a U.S. Revolving Lender and interest thereon shall at all times (including after assignment pursuant iii) Exhibit G-3 in the case of any promissory note issued to Section 9.04) be represented by one or more promissory notes in such form payable to the payee named therein (or, if requested by such payee, to such payee and its registered assigns)a Tranche B Lender.

Appears in 1 contract

Samples: Credit Agreement (American Tire Distributors Holdings, Inc.)

Repayment of Loans; Evidence of Debt. (a) The Each Borrower hereby unconditionally promises to pay (i) to the Revolving Administrative Agent for the account of each Revolving Facility Lender the then unpaid principal amount of each Revolving Facility Loan to the such Borrower on the Revolving Facility Maturity Date applicable to such Revolving Facility LoansDate, (ii) to the Term Administrative Agent for the account of each Term B Lender the then unpaid principal amount of each Term B Loan of such Lender to such Borrower on such dates and in such amounts as provided in Section 2.10 and (iii) to the Swingline Lender the then unpaid principal amount of each Swingline Loan applicable made to any Class of Revolving Facility Commitments such Borrower on the earlier of the Revolving Facility Maturity Date for such Class and the first date after such Swingline Loan is made that is the 15th or last day of a calendar month and is at least five seven Business Days after such Swingline Loan is made; provided, provided that on each date that a Revolving Facility Borrowing (other than a Borrowing that is required to finance the reimbursement of an L/C Disbursement as contemplated by Section 2.05(d)) is made by the a Borrower, the such Borrower shall repay all Swingline Loans then outstanding. (ba) Each Lender shall maintain in accordance with its usual practice an account or accounts evidencing the indebtedness of the 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. (cb) The Each of the Term Administrative Agent and the Revolving Administrative Agent shall maintain accounts in which it shall record record, in respect of the Term B Loan Facility or Revolving Facility, as applicable, (i) the amount of each Loan made hereunder, the Facility and Type thereof and the Interest Period (if any) applicable thereto, (ii) the amount of any principal or interest due and payable or to become due and payable from the each Borrower to each Lender hereunder and (iii) any amount received by the Term Administrative Agent or the Revolving Administrative Agent, as applicable, hereunder for the account of the Lenders and each Lender’s share thereof. (d) The entries made in the accounts maintained pursuant to clause (b) or (c) 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 obligation of the Borrower to repay the Loans in accordance with the terms of this Agreement. (e) Any Lender may request that Loans made by it be evidenced by a promissory note (a “Note”). In such event, the 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 and reasonably acceptable to the Borrower. Thereafter, unless otherwise agreed to by the applicable Lender, 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 payable to the payee named therein (or, if requested by such payee, to such payee and its registered assigns).

Appears in 1 contract

Samples: Credit Agreement (Dresser Inc)

Repayment of Loans; Evidence of Debt. (a) The Borrower hereby unconditionally promises to pay (i) to the Administrative Agent for the account of each Revolving Facility Lender the then unpaid principal amount of each Revolving Facility Loan to the Borrower on the Revolving Facility Maturity Date applicable to such Revolving Facility Loans, (ii) to the Administrative Agent for the account of each Lender the then unpaid principal amount of each Term Loan of such Lender as provided in Section 2.10 and (iii) to the Swingline Lender the then unpaid principal amount of each Swingline Loan applicable to any Class of Revolving Facility Commitments on the earlier of the Revolving Facility Maturity Date for such Class and the first date after such Swingline Loan is made that is the 15th or last day of a calendar month and is at least five Business Days after such Swingline Loan is made; provided, that on each date that a Revolving Facility Borrowing is made by the Borrower, the Borrower shall repay all Swingline Loans then outstanding. (b) Each Lender shall maintain in accordance with its usual practice an account or accounts evidencing the indebtedness of 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 Lxxxxx from time to time hereunder. (c) The Administrative Agent shall maintain accounts in which it shall record (i) the amount of each Loan made hereunder, the Facility and Type thereof and the Interest Period (if any) applicable thereto, (ii) the amount of any principal or interest due and payable or to become due and payable from the Borrower to each Lender hereunder and (iii) any amount received by the Administrative Agent hereunder for the account of the Lenders and each LenderLxxxxx’s share thereof. (d) The entries made in the accounts maintained pursuant to clause (b) or (c) of this Section 2.09 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 obligation of the Borrower to repay the Loans in accordance with the terms of this Agreement. (e) Any Lender may request that Loans made by it be evidenced by a promissory note (a “Note”). In such event, the Borrower shall prepare, execute and deliver to such Lender a promissory note 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 and reasonably acceptable to the Borrower. Thereafter, unless otherwise agreed to by the applicable Lender, the Loans evidenced by such promissory note Note and interest thereon shall at all times (including after assignment pursuant to Section 9.04) be represented by one or more promissory notes Notes in such form payable to the payee named therein (or, if requested by such payee, to such payee and its registered assigns). (f) The Borrower shall repay all Term B-5 Loans that are not Converted Term B-5 Loans on the Closing Date.

Appears in 1 contract

Samples: Credit Agreement (SeaWorld Entertainment, Inc.)

Repayment of Loans; Evidence of Debt. (ai) The Each Borrower hereby unconditionally promises to pay (iwithout duplication) (A) to the Applicable Agent for the account of each applicable Revolving Lender the then- unpaid principal amount of each of such Borrower’s Revolving Loans on the Maturity Date, and (B) to the Administrative Agent for the account of each Revolving Facility Lender the then unpaid principal amount applicable Issuing Banks all LC Disbursements made pursuant to Letters of each Revolving Facility Loan to the Borrower on the Revolving Facility Maturity Date applicable Credit issued to such Revolving Facility LoansBorrower, as provided in Section 2.7(d), (ii) the Borrower hereby unconditionally promises to pay to the Administrative Agent for the account of the Term Loan Lenders (A) the principal amount of the Term Loans in installments payable on the last Business Day of each Lender Fiscal Quarter during the term of this Agreement, commencing on the last day of the first full Fiscal Quarter after the Term Loan Borrowing Date, with each such principal installment being in the aggregate principal amount for all Term Loan Lenders of two and one-half percent (2.5%) of the original aggregate principal amount of the Term Loans and (B) the then unpaid principal amount of each the Term Loan of such Lender as provided in Section 2.10 Loans on the Maturity Date and (iii) the Borrower hereby unconditionally promises to pay to the Swingline Lender Bank the then then-unpaid principal amount of each Swingline Loan applicable to any Class of Revolving Facility Commitments on the earlier of the Revolving Facility Maturity Date for such Class and the first date after such Swingline Loan is made that is the 15th or last day of a calendar month and is at least five Business Days after such Swingline Loan is made; provided, that on each date that a Revolving Facility Borrowing is made by the Borrower, the Borrower shall repay all Swingline Loans then outstandingdue pursuant to Section 2.6. (b) Each Lender shall maintain in accordance with its usual practice an account or accounts evidencing the indebtedness of the 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. (c) The Administrative Agent shall maintain accounts in which it shall record (i) the amount of each Loan made hereunder, the Facility Class, Type and Type currency thereof and the Interest Period (if any) applicable thereto, (ii) the amount of any principal or interest due and payable or to become due and payable from the each Borrower to each Lender hereunder and (iii) the amount of any amount sum received by the Administrative an Applicable Agent hereunder for the account of the Lenders (or any subset thereof) and each Lender’s share thereof. (d) The entries made in the accounts maintained pursuant to clause subsection (b) or (c) of this Section 4.1 shall be prima facie evidence of the existence and amounts of the obligations recorded therein; provided, 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 obligation of the an Applicable Borrower to repay the Loans received by it in accordance with the terms of this Agreement. (e) Any Lender may request that Loans made by it be evidenced by a promissory note (a “Note”)note. In such event, the each Applicable Borrower shall prepare, execute and deliver to such Lender a promissory note substantially in the form of Exhibit B, payable to the order of such Lender (or, if requested by such Lender, to such Lender and its registered assigns) and in a form approved by the Administrative Agent and reasonably acceptable to the Borrower). Thereafter, unless otherwise agreed to by the applicable Lender, the Loans evidenced by such promissory note and interest thereon shall at all times (including after assignment pursuant to Section 9.0413.9) be represented by one or more promissory notes in such form payable to the order of the payee named therein (or, if requested by such payeepromissory note is a registered note, to such payee and its registered assigns).

Appears in 1 contract

Samples: Credit Agreement (Mens Wearhouse Inc)

Repayment of Loans; Evidence of Debt. (a) The Each Borrower hereby unconditionally promises to pay (i) to the Administrative Agent for the account of each Revolving Facility Lender the then unpaid principal amount of each Revolving Facility Loan to the Borrower on the Revolving Facility Maturity Date applicable to such Revolving Facility Loans, (ii) to the Administrative Agent for the account of each Lender (i) the then unpaid principal amount of each Term Loan of such Lender made to such Borrower as provided in Section 2.10 2.11 and (iiiii) the then unpaid principal amount of each Revolving Loan of such Lender made to such Borrower on the Revolving Credit Maturity Date. Each Revolving Loan Borrower hereby unconditionally promises to pay to the Swingline Lender the then unpaid principal amount of each Swingline Loan applicable made to any Class of such Revolving Facility Commitments Loan Borrower on the earlier of the Revolving Facility Credit Maturity Date for such Class and the first date after such Swingline Loan is made that is the 15th day or the last day of a calendar month and is at least five three Business Days after such Swingline Loan is made; provided, that on each date that a Revolving Facility Borrowing is made by the Borrower, the Borrower shall repay all Swingline Loans then outstanding. (b) Each Lender shall maintain in accordance with its usual practice an account or accounts evidencing the indebtedness of the applicable Borrower to such Lender resulting from each Loan made by such LenderLender to such Borrower from time to time, including the amounts of principal and interest payable and paid to such Lender from time to time hereunderunder this Agreement, and shall provide copies of such accounts to the Company upon its reasonable request (at the Company’s sole cost and expense). (c) The Administrative Agent shall maintain accounts in which it shall will record (i) the amount of each Loan made hereunder, the Facility and Type thereof and the Interest Period (if any) applicable thereto, (ii) the amount of any principal or interest due and payable or to become due and payable from the applicable Borrower to each Lender hereunder and (iii) the amount of any amount sum received by the Administrative Agent hereunder for the account of the Lenders from any Borrower or any Subsidiary Guarantor and each Lender’s share thereof, and shall provide copies of such accounts to the Company upon its reasonable request (at the Company’s sole cost and expense). (d) The entries made in the accounts maintained pursuant to clause paragraphs (b) or and (c) of this Section shall be prima facie conclusive evidence of the existence and amounts of the obligations therein recorded thereinabsent manifest error; provided, however, 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 obligation obligations of the each Borrower to repay the Loans made to such Borrower in accordance with the terms of this Agreement. (e) Any Lender may request that Loans made by it hereunder be evidenced by a promissory note (a “Note”)note. In such event, the applicable 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 assignsassigns (i) and in a the form approved by of Exhibit L, if such promissory note relates to Revolving Credit Borrowings or (ii) in the Administrative Agent and form of Exhibit M, if such promissory note relates to Term Borrowings, or, in any such case, any other form reasonably acceptable to the BorrowerAdministrative Agent. ThereafterNotwithstanding any other provision of this Agreement, unless otherwise agreed to by in the applicable Lenderevent any Lender shall request and receive such a promissory note, the Loans evidenced interests represented by such promissory note and interest thereon shall at all times (including after any assignment of all or part of such interests pursuant to Section 9.04) be represented by one or more promissory notes in such form payable to the payee named therein (or, if requested by such payee, to such payee and or its registered assigns).

Appears in 1 contract

Samples: Credit Agreement (NRG Energy, Inc.)

Repayment of Loans; Evidence of Debt. (a) The Borrower hereby unconditionally promises to pay (i) shall repay to the Administrative Agent for the account benefit of each the Revolving Facility Lender the then unpaid principal amount of each Revolving Facility Loan to the Borrower Credit Lenders, on the Revolving Facility Credit Maturity Date applicable to such Date, the then outstanding Revolving Facility Loans, (ii) Credit Loans in Dollars. The Borrower shall repay to the Administrative Agent for the account of each Lender the then unpaid principal amount of each Term Loan of such Lender as provided in Section 2.10 and (iii) to the Swingline Lender the then unpaid principal amount of each Swingline Loan applicable to any Class of Revolving Facility Commitments on the earlier benefit of the Revolving Facility Maturity Date for such Class and the first date after such Swingline Loan is made that is the 15th or last day of a calendar month and is at least five Business Days after such Swingline Loan is made; providedCredit Lenders, that on each date that a Extended Revolving Facility Borrowing is made by the BorrowerLoan Maturity Date, the then outstanding amount of Extended Revolving Credit Loans. The Borrower shall repay all Swingline to the Administrative Agent for the benefit of the New Revolving Loan Lenders, on each Incremental Revolving Credit Maturity Date, the then outstanding amount of New Revolving Credit Loans then outstandingin Dollars. (b) In the event that any New Revolving Credit Loans are made, such New Revolving Credit Loans shall, subject to Section 2.14(e), be repaid by the Borrower in the amounts (each, a “New Revolving Loan Repayment Amount”) and on the dates (each a “New Revolving Loan Repayment Date”) set forth in the applicable Joinder Agreement. (c) Each Lender shall maintain in accordance with its usual practice an account or accounts evidencing the indebtedness Indebtedness of the Borrower to the appropriate lending office of such Lender resulting from each Loan made by such Lenderlending office of such Lender from time to time, including the amounts of principal and interest payable and paid to such lending office of such Lender from time to time hereunderunder this Agreement. (cd) The Administrative Agent shall maintain accounts the Register pursuant to Section 13.6(b), and a subaccount for each Lender, in which it Register and subaccounts (taken together) shall record be recorded (i) the amount of each Loan made hereunder, whether such Loan is a Revolving Credit Loan or New Revolving Credit Loan, the Facility and Type thereof of each Loan made, the name of the Borrower and the Interest Period (Period, if any) , applicable thereto, (ii) the amount of any principal or interest due and payable or to become due and payable from the Borrower to each Lender hereunder and (iii) the amount of any amount sum received by the Administrative Agent hereunder for from the account of the Lenders Borrower and each LenderXxxxxx’s share thereof. (de) The entries made in the Register and accounts and subaccounts maintained pursuant to clause clauses (bd) or and (ce) of this Section shall 2.5 shall, to the extent permitted by applicable law, be prima facie evidence of the existence and amounts of the obligations recorded thereinof the Borrower therein recorded; provided, however, that, in the event of any inconsistency between the Register and any such account or subaccount, the Register shall govern; provided, further, that the failure of any Lender or Lender, the Administrative Agent to maintain such accounts account, such Register or subaccount, as applicable, or any error therein therein, shall not in any manner affect the obligation of the Borrower to repay (with applicable interest) the Loans made to the Borrower by such Lender in accordance with the terms of this Agreement. (ef) Any The Borrower hereby agrees that, upon request of any Lender may request that Loans at any time and from time to time after the Borrower has made by it be evidenced by a promissory note (a “Note”). In such eventan initial borrowing hereunder, the Borrower shall prepare, execute and deliver provide to such Lender a promissory note payable to such Lender (or, if requested by such Lender, at the Borrower’s own expense, a promissory note, substantially in the form of Exhibit G, as applicable, evidencing the Revolving Loans owing to such Lender and its registered assigns) and in a form approved by the Administrative Agent and reasonably acceptable to the BorrowerLender. Thereafter, unless otherwise agreed to by the applicable Lender, the Loans evidenced by such promissory note and interest thereon shall at all times (including after assignment pursuant to Section 9.0413.6) be represented by one or more promissory notes in such form payable to the order of the payee named therein (or, if requested by such payee, to such payee and its registered assigns).

Appears in 1 contract

Samples: Credit Agreement (OneStream, Inc.)

Repayment of Loans; Evidence of Debt. (a) The Each Borrower hereby unconditionally promises to pay (i) to the Administrative Agent for the account of each Revolving Facility Lender the then unpaid principal amount of each Revolving Facility Loan to the of such Borrower on the Revolving Facility Maturity Date applicable to such Revolving Facility LoansLender, (ii) to the Administrative Agent for the account of each Lender the then unpaid principal amount of each Term Competitive Loan of such Lender as provided in Section 2.10 Borrower on the last day of the Interest Period applicable to such Loan and (iii) to the Swingline Lender the then unpaid principal amount of each Swingline Loan applicable to any Class of Revolving Facility Commitments such Borrower on the earlier of the Revolving Facility Maturity Date for such Class applicable to the Swingline Lender and the first date day that is (x) no more than 15 days after such Swingline Loan is made (it being understood that day one will be the day after such Swingline Loan is made and if such 15th day is not a Business Day, such Swingline Loan will be due on the 15th or last day of a calendar month next succeeding Business Day) and is (y) at least five two Business Days after such Swingline Loan is made; provided, that on each date that a Revolving Facility Borrowing is made by the Borrower, the Borrower shall repay all Swingline Loans then outstanding. (b) Each Lender shall maintain in accordance with its usual practice an account or accounts evidencing the indebtedness of the 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. (c) The Administrative Agent shall maintain accounts in which it shall record (i) the amount of each Loan made hereunder, the Facility Class and Type (and, in the case of a Multicurrency Loan, the currency) thereof and the Interest Period (if any) applicable thereto, (ii) the amount of any principal or interest due and payable or to become due and payable from the each Borrower to each Lender hereunder and (iii) the amount of any amount sum received by the Administrative Agent hereunder for the account of the Lenders and each Lender’s share thereof. (d) The entries made in the accounts maintained pursuant to clause paragraph (b) or (c) of this Section shall be prima facie evidence of the existence and amounts of the obligations recorded therein; provided, 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 obligation of the any Borrower to repay the Loans in accordance with the terms of this Agreement. (e) Any Lender may request that Loans made by it be evidenced by a promissory note (a “Note”)note. In such event, the each 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 form approved by the Administrative Agent and reasonably acceptable to the BorrowerCompany. Thereafter, unless otherwise agreed to by the applicable Lender, the Loans evidenced by each such promissory note and interest thereon shall at all times (including after assignment pursuant to Section 9.0410.04) be represented by one or more promissory notes in such form payable to the order of the payee named therein (or, if requested by such payeepromissory note is a registered note, to such payee and its registered assigns).

Appears in 1 contract

Samples: Credit Agreement (Moodys Corp /De/)

Repayment of Loans; Evidence of Debt. (a) The (i) Each Revolving Borrower hereby unconditionally promises to pay (i) to the Administrative Agent for the account of each Revolving Facility Lender Lender, the then unpaid principal amount of each Revolving Facility Loan to the Borrower on the Revolving Facility Maturity Date applicable to such Revolving Facility LoansDate, (ii) the Term Loan Borrowers hereby unconditionally promises to pay to the Administrative Agent for the account of each Lender Term Loan Lender, the then unpaid principal amount of each Term Loan of such Lender as provided in Section 2.10 on the Term Loan Maturity Date and (iii) each Revolving Borrower hereby unconditionally promises to pay to the Swingline Lender the then unpaid principal amount of each Swingline Loan applicable to any Class of Revolving Facility Commitments on the earlier of the Revolving Facility Maturity Date for such Class and the first date after such Swingline Loan is made that is the 15th or last day of a calendar month and is at least five two Business Days after such Swingline Loan is made; provided, provided that on each date that a Revolving Facility Borrowing is made by the Borrowermade, the Borrower Revolving Borrowers shall repay all Swingline Loans then outstanding. (b) Each Lender shall maintain in accordance with its usual practice an account or accounts evidencing the indebtedness of the Borrower Borrowers 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. (c) The Administrative Agent shall maintain accounts in which it shall record (i) the amount of each Loan made hereunder, the Facility Class and Type thereof and the Interest Period (if any) applicable thereto, (ii) the amount of any principal or interest due and payable or to become due and payable from the Borrower Borrowers to each Lender hereunder and (iii) the amount of any amount sum received by the Administrative Agent hereunder for the account of the Lenders and each Lender’s share thereof. (d) The entries made in the accounts maintained pursuant to clause paragraph (b) or (c) of this Section shall be prima facie evidence of the existence and amounts of the obligations recorded therein; provided, 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 obligation of the Borrower Borrowers to repay the Loans in accordance with the terms of this Agreement. (e) Any Lender or the Swingline Lender may request that Loans made by it be evidenced by a one or more promissory note notes in substantially the form of (a “Note”)i) Exhibit D-1, in the case of any Revolving Loan, (ii) Exhibit D-2, in the case of any Term Loan, or (iii) Exhibit D-3, in the case of any Swingline Loan. In such event, the applicable Borrower shall prepare, execute and deliver to such Lender a one or more promissory note notes payable to the order of such Lender or the Swingline Lender (or, if requested by such Lender or the Swingline Lender, to such Lender or the Swingline Lender and its registered assigns) and in a substantially the form approved by the Administrative Agent and reasonably acceptable to the Borrowerof Exhibit D-1, Exhibit D-2 or Exhibit D-3, as applicable. Thereafter, unless otherwise agreed to by the applicable Lender, the Loans evidenced by such promissory note note(s) and interest thereon shall at all times (including after assignment pursuant to Section 9.0410.04) be represented by one or more promissory notes in such form payable to the order of the payee named therein (or, if requested by such payeepromissory note is a registered note, to such payee and its registered assigns).

Appears in 1 contract

Samples: Revolving Credit and Term Loan Agreement

Repayment of Loans; Evidence of Debt. (a) The Each Borrower hereby unconditionally promises to pay (i) to the Administrative Agent for the account of each Revolving Facility Lender the then unpaid principal amount of each Revolving Facility Loan owed by such Borrower to the Borrower such Lender on the Revolving Facility Maturity Date applicable to such Revolving Facility LoansDate, (ii) in the case of the Company, to the Administrative Agent for the account of each Lender the then unpaid principal amount of each B Term Loan of such Lender as provided in Section 2.10 and (iii) to the Swingline Lender the then unpaid principal amount of each Swingline Loan applicable to any Class of Revolving Facility Commitments owed by such Borrower on the earlier of the Revolving Facility Maturity Date for such Class and the first date after such Swingline Loan is made that is the 15th or last day of a calendar month and is at least five two Business Days after such Swingline Loan is made; provided, PROVIDED that on each date that a Revolving Facility Borrowing is made by the a Borrower, the such Borrower shall repay all Swingline Loans then outstandingof such Borrower that were outstanding on the date such Borrowing was requested. (b) Each Lender shall maintain in accordance with its usual practice an account or accounts evidencing the indebtedness of the 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. (c) The Administrative Agent shall maintain accounts in which it shall record (i) the amount of each Loan made hereunder, the Facility Class and Type thereof, the Borrower in respect thereof and the Interest Period (if any) applicable thereto, (ii) the amount of any principal or interest due and payable or to become due and payable from the each Borrower to each Lender hereunder and (iii) the amount of any amount sum received by the Administrative Agent hereunder for the account of the Lenders and each Lender’s 's share thereof. (d) The entries made in the accounts maintained pursuant to clause paragraph (b) or (c) of this Section shall be prima facie PRIMA FACIE evidence of the existence and amounts of the obligations recorded therein; provided, 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 obligation of the each Borrower to repay the its Loans in accordance with the terms of this Agreement. (e) Any Lender may request that Loans of any Class made by it to any Borrower be evidenced by a promissory note (a “Note”)note. In such event, the applicable 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 form approved by the Administrative Agent and reasonably acceptable to the BorrowerAgent. Thereafter, unless otherwise agreed to by the applicable Lender, 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 payable to the order of the payee named therein (or, if requested by such payeepromissory note is a registered note, to such payee and its registered assigns).

Appears in 1 contract

Samples: Credit Agreement (Imc Global Inc)

Repayment of Loans; Evidence of Debt. (a) The Borrower hereby unconditionally promises to pay (i) to the Administrative Agent for the account of each Revolving Facility Lender the then unpaid principal amount of each Revolving Facility Loan to owed by the Borrower to such Lender on the Revolving Facility Maturity Date applicable to such Revolving Facility Loans, and (ii) to the Administrative Agent for the account of each Lender the then unpaid principal amount of each Term Loan of such Lender as provided in Section 2.10 and (iii) to the Swingline Lender the then unpaid principal amount of each Swingline Loan applicable to any Class of Revolving Facility Commitments on the earlier of the Revolving Facility Maturity Date for such Class and the first date after such Swingline Loan is made that is the 15th or last day of a calendar month and is at least five two Business Days after such Swingline Loan is made; provided, provided that on each date that a Revolving Facility Borrowing is made by the Borrowermade, the Borrower shall repay all Swingline Loans then outstandingthat were outstanding on the date such Borrowing was requested. (b) Each Lender shall maintain in accordance with its usual practice an account or accounts evidencing the indebtedness of 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. (c) The Administrative Agent shall maintain accounts in which it shall record (i) the amount of each Loan made hereunder, the Facility and Type thereof and the Interest Period (if any) applicable thereto, (ii) the amount of any principal or interest due and payable or to become due and payable from the Borrower to each Lender hereunder and (iii) the amount of any amount sum received by the Administrative Agent hereunder for the account of the Lenders and each Lender’s share thereof. (d) The entries made in the accounts maintained pursuant to clause paragraph (b) or (c) of this Section shall be prima facie evidence of the existence and amounts of the obligations recorded therein; provided, 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 obligation of the Borrower to repay the Loans in accordance with the terms of this Agreement. (e) Any Lender may request that Loans made by it be evidenced by a promissory note (a “Note”)note. In such event, the 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 form approved by the Administrative Agent and reasonably acceptable to the BorrowerAgent. Thereafter, unless otherwise agreed to by the applicable Lender, 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 payable to the order of the payee named therein (or, if requested by such payeepromissory note is a registered note, to such payee and its registered assigns).

Appears in 1 contract

Samples: Credit Agreement (Mosaic Crop Nutrition, LLC)

Repayment of Loans; Evidence of Debt. (a) The Borrower hereby unconditionally promises to pay (i) to the Administrative Agent for the account of each Revolving Facility Lender the then unpaid principal amount of each Revolving Facility Loan to the Borrower of such Lender on the Revolving Facility Maturity Date applicable to such Revolving Facility LoansDate, (ii) to the Administrative Agent for the account of each Lender the then unpaid principal amount of each 2018 Extended Revolving Loan of such Lender on the 2018 Extended Revolving Maturity Date, (iii) to the Administrative Agent for the account of each Lender the then unpaid principal amount of each Tranche B Term Loan of such Lender as provided in Section 2.10 and (iiiiv) to the Swingline Lender the then unpaid principal amount of each Swingline Loan applicable to any Class of Revolving Facility Commitments on the earlier of the 2018 Extended Revolving Facility Maturity Date for such Class and the first date after such Swingline Loan is made that is the 15th or last day of a calendar month and is at least five two Business Days after such Swingline Loan is made; provided, provided that on each date that a 2018 Extended Revolving Facility Borrowing is made by the Borrowermade, the Borrower shall repay all Swingline Loans then outstanding. (b) Each Lender shall maintain in accordance with its usual practice an account or accounts evidencing the indebtedness of 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. (c) The Administrative Agent shall maintain accounts in which it shall record (i) the amount of each Loan made hereunder, the Facility Class and Type thereof and the Interest Period (if any) applicable thereto, (ii) the amount of any principal or interest due and payable or to become due and payable from the Borrower to each Lender hereunder and (iii) the amount of any amount sum received by the Administrative Agent hereunder for the account of the Lenders and each Lender’s share thereof. (d) The entries made in the accounts maintained pursuant to clause paragraph (b) or (c) of this Section 2.09 shall be prima facie evidence of the existence and amounts of the obligations recorded therein; provided, 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 obligation of the Borrower to repay the Loans in accordance with the terms of this Agreement. (e) Any Lender may request that Loans of any Class made by it be evidenced by a promissory note (a “Note”)note. In such event, the 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 form approved by the Administrative Agent and reasonably acceptable to the BorrowerAgent. Thereafter, unless otherwise agreed to by the applicable Lender, 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 payable to the payee named therein (or, if requested by such payee, to such payee and its registered assigns).to

Appears in 1 contract

Samples: Credit Agreement (Select Medical Corp)

Repayment of Loans; Evidence of Debt. (a) The Borrower hereby unconditionally promises to pay (i) to the Administrative Agent for the account of each Revolving Facility applicable Lender the then unpaid principal amount of each Revolving Facility Loan to the Borrower on the Revolving Facility Maturity Date applicable to such Revolving Facility LoansDate, (ii) to the Administrative Agent for the account of each Lender the then unpaid principal amount of each Term Loan of such Lender as provided in Section 2.10 and (iii) to the Swingline Lender the then unpaid principal amount of each Swingline Loan applicable to any Class of Revolving Facility Commitments on the earlier of the Revolving Facility Maturity Date for such Class and the first date after such Swingline Loan is made that is the 15th or last day of a calendar month and is at least five two (2) Business Days after such Swingline Loan is made; provided, provided that on each date that a Revolving Facility Borrowing is made by the Borrowermade, the Borrower shall repay all Swingline Loans then outstanding.outstanding and (iii) to the Administrative Agent for the account of each applicable Lender, on the first Business Day of each calendar quarter a principal amount of the Term Loans in an amount equal to the applicable percentage set forth below for such calendar quarter of the original principal amount of the Term Loans, with the remaining balance thereof payable on the Term Maturity Date: April 1, 2015 0.25% July 1, 2015 through January 1, 2016 0.50% April 1, 2016 and thereafter 1.25% (ba) Each Lender shall maintain in accordance with its usual practice an account or accounts evidencing the indebtedness of 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. (cb) The Administrative Agent shall maintain accounts in which it shall record (i) the amount of each Loan made hereunder, the Facility Class and Type thereof and the Interest Period (if any) applicable thereto, (ii) the amount of any principal or interest due and payable or to become due and payable from the Borrower to each Lender hereunder and (iii) the amount of any amount sum received by the Administrative Agent hereunder for the account of the Lenders and each Lender’s share thereof. (dc) The entries made in the accounts maintained pursuant to clause paragraph (b) or (c) of this Section shall be prima facie evidence of the existence and amounts of the obligations recorded therein; provided, 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 obligation of the Borrower to repay the Loans in accordance with the terms of this Agreement. (ed) Any Lender may request that Loans made by it be evidenced by a promissory note (a “Note”)note. In such event, the 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 and reasonably acceptable to the BorrowerAgent. Thereafter, unless otherwise agreed to by the applicable Lender, 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 payable to the payee named therein (or, if requested by such payeepromissory note is a registered note, to such payee and its registered assigns). (e) If at any time the aggregate Revolving Credit Exposure of the Lenders exceeds the aggregate Revolving Commitments of the Lenders, the Borrower shall immediately prepay the Revolving Loans in the amount of such excess. To the extent that, after the prepayment of all Revolving Loans an excess of the Revolving Credit Exposure over the aggregate Commitments still exists, the Borrower shall promptly cash collateralize the Letters of Credit in the manner described in Section 2.06(j) in an amount sufficient to eliminate such excess.

Appears in 1 contract

Samples: Successor Agent Agreement and Amendment to Credit Agreement (Emmis Communications Corp)

Repayment of Loans; Evidence of Debt. (a) The Each Borrower hereby unconditionally promises to pay (i) to the Administrative Agent for the account of each Revolving Facility Lender the then unpaid principal amount of each Revolving Facility Loan to the Borrower on the Revolving Facility Maturity Date applicable to such Revolving Facility LoansDate, (ii) to the Administrative Agent for the account of each Lender the then unpaid principal amount of each Term Loan Protective Advance on the earlier of such Lender as provided in Section 2.10 the Maturity Date and demand by the Agent, (iii) to the Swingline Lender the then unpaid principal amount of each Swingline Loan applicable to any Class of Revolving Facility Commitments on the earlier of the Revolving Facility Maturity Date and (iv) to the Agent for the account of each Extending Lender of each Extension Series, the then unpaid principal amount of each Extended Revolving Loan of such Extension Series on the maturity date for such Class and the first date after such Swingline Loan is made that is the 15th or last day of a calendar month and is at least five Business Days after such Swingline Loan is madeExtension Series; provided, provided that on each date that a Revolving Facility Borrowing Loan is made by the Borrowerwhile any Swingline Loan or Protective Advance is outstanding, the Borrower Borrowers shall repay all such Swingline Loans and Protective Advances with the proceeds of such Revolving Loan then outstanding. (b) At all times after the occurrence and during the continuance of a Liquidity Event and notification thereof by the Agent to the Borrower Agent (subject to the provisions of Section 2.18(b) and to the terms of the Security Agreement), on each Business Day, at or before 1:00 p.m., New York City time, the Agent shall apply all immediately available funds credited to the BANA Account or such other account directed by the Agent pursuant to Section 2.21(b), first to pay any fees or expense reimbursements then due to the Agent, the Issuing Banks and the Revolving Lenders (other than in connection with Banking Services or Secured Swap Obligations), pro rata, second to pay interest due and payable in respect of any Revolving Loans (including Swingline Loans) and any Protective Advances that may be outstanding, pro rata, third to prepay the principal of any Protective Advances that may be outstanding, pro rata, and fourth to prepay the principal of the Revolving Loans (including Swingline Loans) and to cash collateralize outstanding LC Exposure, pro rata. (c) Each Lender shall maintain in accordance with its usual practice an account or accounts evidencing the indebtedness of the Borrower Borrowers 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. (cd) The Administrative Agent shall maintain accounts in which it shall record (i) the amount of each Loan made hereunder, the Facility Class and Type thereof and the Interest Period (if any) applicable thereto, (ii) the amount of any principal or interest due and payable or to become due and payable from the Borrower Borrowers to each Lender hereunder and (iii) the amount of any amount sum received by the Administrative Agent hereunder for the account of the Lenders and each Lender’s share thereof. (de) The entries made in the accounts maintained pursuant to clause paragraph (bc) or (cd) of this Section shall be prima facie evidence of the existence and amounts of the obligations recorded therein; provided, 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 obligation of the Borrower Borrowers to repay the Loans in accordance with the terms of this Agreement. (ef) Any Revolving Lender may request that Revolving Loans made by it be evidenced by a promissory note (a “Note”)note. In such event, the Borrower Borrowers shall prepare, execute and deliver to such Revolving Lender a promissory note payable to such Lender (or, if requested by such Lender, to such Revolving Lender and its registered assigns) assigns and in a substantially the form approved by the Administrative Agent and reasonably acceptable to the Borrower. Thereafter, unless otherwise agreed to by the applicable Lender, 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 payable to the payee named therein (or, if requested by such payee, to such payee and its registered assigns)of Exhibit G hereto.

Appears in 1 contract

Samples: Credit Agreement (American Tire Distributors Holdings, Inc.)

Repayment of Loans; Evidence of Debt. (a) The Each Borrower hereby unconditionally promises to pay (i) to the Administrative Agent for the account of each Revolving Facility Lender the then unpaid principal amount of each Revolving Facility Loan to the Borrower on the Revolving Facility Maturity Date applicable to such Revolving Facility Loans, (ii) to the Administrative Applicable Agent for the account of each Lender the then unpaid principal amount of each Term Revolving Loan of such Lender as provided in Section 2.10 Borrower on the Maturity Date and (iiiii) to the Swingline Lender the then unpaid principal amount of each Swingline Loan applicable to any Class of Revolving Facility Commitments on the earlier of the Revolving Facility Maturity Date for such Class and the first date after such Swingline Loan is made that is the 15th or last day of a calendar month and is at least five three Business Days after such Swingline Loan is made; provided, provided that on each date that a Revolving Facility Borrowing denominated in US Dollars (including any ABR Borrowing) is made by to the BorrowerCompany, the Borrower Company shall repay all outstanding Swingline Loans then outstandingLoans. (b) Each Lender shall maintain in accordance with its usual practice an account or accounts evidencing the indebtedness Indebtedness of the 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. (c) The Administrative Facility Agent shall maintain accounts in which it shall record (i) the amount of each Loan made hereunder, the Facility Class and Type thereof and the Interest Period (if any) applicable thereto, (ii) the amount of any principal or interest due and payable or to become due and payable from the each Borrower to each Lender hereunder and (iii) the amount of any amount sum received by the Administrative any Agent hereunder for the account of the Lenders and each Lender’s share thereof. The London Agent shall furnish to the Facility Agent, promptly after the making of any Loan or Borrowing with respect to which it is the Applicable Agent or the receipt of any payment of principal or interest with respect to any such Loan or Borrowing, information with respect thereto that will enable the Facility Agent to maintain the accounts referred to in the preceding sentence. (d) The entries made in the accounts maintained pursuant to clause paragraph (b) or (c) of this Section shall be prima facie evidence of the existence and amounts of the obligations recorded therein; provided, provided that the failure of any Lender or the Administrative Facility Agent to maintain such accounts or any error therein shall not in any manner affect the obligation of the any Borrower to repay the Loans in accordance with the terms of this Agreement. (e) Any Lender may request that Loans of any Class made by it to any Borrower be evidenced by a promissory note (a “Note”)note. In such event, the applicable 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 form approved by the Administrative Agent and reasonably acceptable to the BorrowerFacility Agent. Thereafter, unless otherwise agreed to by the applicable Lender, the Loans evidenced by such promissory note and interest thereon shall at all times (including after assignment pursuant to Section 9.0411.04) be represented by one or more promissory notes in such form payable to the order of the payee named therein (or, if requested by such payeepromissory note is a registered note, to such payee and its registered assigns).

Appears in 1 contract

Samples: Credit Agreement (Pall Corp)

Repayment of Loans; Evidence of Debt. (a) The Each Borrower hereby unconditionally promises to pay (i) to the Administrative Agent for the account of each Revolving Facility Lender the then unpaid principal amount of each Revolving Facility Loan made to the such Borrower on the Revolving Facility Maturity Date applicable to in the currency of such Revolving Facility Loans, Loan and (ii) to in the Administrative Agent for case of the account of each Lender the then unpaid principal amount of each Term Loan of such Lender as provided in Section 2.10 and (iii) Company, to the Swingline Lender the then unpaid principal amount of each Swingline Loan applicable to any Class of Revolving Facility Commitments on the earlier of the Revolving Facility Maturity Date for such Class and the first date after such Swingline Loan is made that is the 15th or last day of a calendar month and is at least five two (2) Business Days after such Swingline Loan is made; provided, provided that on each date that a Revolving Facility Borrowing is made by the Borrowermade, the Borrower Borrowers shall repay all Swingline Loans then outstanding. (b) Each Lender shall maintain in accordance with its usual practice an account or accounts evidencing the indebtedness of the 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. (c) The Administrative Agent shall maintain accounts in which it shall record (i) the amount of each Loan made hereunder, the Facility Class, Agreed Currency and Type thereof and the Interest Period (if any) applicable thereto, (ii) the amount of any principal or interest due and payable or to become due and payable from the each Borrower to each Lender hereunder and (iii) the amount of any amount sum received by the Administrative Agent hereunder for the account of the Lenders and each Lender’s share thereof. (d) The entries made in the accounts maintained pursuant to clause paragraph (b) or (c) of this Section shall be prima facie evidence of the existence and amounts of the obligations recorded therein; provided, 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 obligation of the any Borrower to repay the Loans in accordance with the terms of this Agreement. (e) Any Lender may request that Loans made by it to any Borrower be evidenced by a promissory note (a “Note”)note. In such event, the relevant 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 form approved by the Administrative Agent and reasonably acceptable to the BorrowerAgent. Thereafter, unless otherwise agreed to by the applicable Lender, 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 payable to the order of the payee named therein (or, if requested by any such payeepromissory note is a registered note, to such payee and its registered assigns).

Appears in 1 contract

Samples: Credit Agreement (Signet Jewelers LTD)

Repayment of Loans; Evidence of Debt. (a) The Borrower and each Co-Borrower hereby unconditionally promises promise to pay (i) to the Administrative Agent for the account of each Revolving Facility Lender the then unpaid principal amount of each Revolving Facility Loan to the Borrower or any Co-Borrower on the Revolving Facility Maturity Date applicable to such Revolving Facility Loans, (ii) to the Administrative Agent for the account of each Lender the then unpaid principal amount of each Term Loan of such Lender as provided in Section 2.10 and (iii) to the Swingline Lender the then unpaid principal amount of each Swingline Loan applicable to any Class of Revolving Facility Commitments on the earlier of the Revolving Facility Maturity Date for such Class and the first date after such Swingline Loan is made that is the 15th or last day of a calendar month and is at least five Business Days after such Swingline Loan is made; provided, that on each date that a Revolving Facility Borrowing is made by the Borrower or any Co-Borrower, the Borrower or such Co-Borrower shall repay all Swingline Loans then outstanding and the proceeds of any such Borrowing shall be applied by the Administrative Agent to repay any Swingline Loans outstanding. (b) Each Lender shall maintain in accordance with its usual practice an account or accounts evidencing the indebtedness Indebtedness of the Borrower or any Co-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. (c) The Administrative Agent shall maintain accounts in which it shall record (i) the amount of each Loan made hereunder, the Facility and Type thereof and the Interest Period (if any) applicable thereto, (ii) the amount of any principal or interest due and payable or to become due and payable from the Borrower or any Co-Borrower to each Lender hereunder and (iii) any amount received by the Administrative Agent hereunder xxxxxxxxx for the account of the Lenders and each LenderXxxxxx’s share thereof. (d) The entries made in the accounts maintained pursuant to clause (b) or (c) 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 obligation of the Borrower or any Co-Borrower to repay the Loans in accordance with the terms of this Agreement. (e) Any Lender may request that Loans made by it be evidenced by a promissory note (a “Note”). In such event, the Borrower and the Co-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 and reasonably acceptable to the Borrower. Thereafter, unless otherwise agreed to by the applicable Lender, 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 payable to the payee named therein (or, if requested by such payee, to such payee and its registered assigns).

Appears in 1 contract

Samples: Incremental Assumption and Amendment Agreement (ADT Inc.)

Repayment of Loans; Evidence of Debt. (a) The Each Borrower hereby unconditionally promises to pay (i) to the Administrative Agent for the account of each Revolving Facility the appropriate Lender (i) the then unpaid principal amount of each Revolving Facility Credit Loan and each Multicurrency Loan made by such Lender to the Borrower such Borrower, on the Revolving Facility Maturity Facilities Termination Date applicable (or on such earlier date on which the Loans become due and payable pursuant to such Revolving Facility Loans, Section 10) and (ii) the principal amount of the Tranche B Term Loan made by such Lender to such Borrower, in installments according to the Administrative Agent for amortization schedule set forth in Section 2.3 (or on such earlier date on which the account of each Lender Loans become due and payable pursuant to Section 10). Each Borrower hereby further agrees to pay interest on the then unpaid principal amount of each Term Loan the Loans made to it from time to time outstanding from the date of such Lender as provided Loans until payment in full thereof at the rates per annum, and on the dates, set forth in Section 2.10 and (iii) to the Swingline Lender the then unpaid principal amount of each Swingline Loan applicable to any Class of Revolving Facility Commitments on the earlier of the Revolving Facility Maturity Date for such Class and the first date after such Swingline Loan is made that is the 15th or last day of a calendar month and is at least five Business Days after such Swingline Loan is made; provided, that on each date that a Revolving Facility Borrowing is made by the Borrower, the Borrower shall repay all Swingline Loans then outstanding5.8. (b) Each Lender shall maintain in accordance with its usual practice an account or accounts evidencing the indebtedness of the each Borrower to such Lender resulting from each Loan made by of such LenderLender to such Borrower from time to time, including the amounts of principal and interest payable and paid to such Lender from time to time hereunderunder this Agreement. (c) The Administrative Agent Agent, on behalf of each Borrower, shall maintain accounts the Register pursuant to Section 10, and a subaccount therein for each Lender, in which it shall record be recorded (i) the amount of each Loan made hereunderor continued hereunder and any Note evidencing such Loan, the Facility Type of such Loan and Type thereof and the each Interest Period (if any) applicable thereto, (ii) the amount of any principal or interest due and payable or to become due and payable from the each Borrower to each Lender hereunder and (iii) both the amount of any amount sum received by the Administrative Agent hereunder for the account of the Lenders from each Borrower and each Lender’s share thereof. (d) The entries made in the Register and the accounts of each Lender maintained pursuant to clause (bSection 5.1(b) or (c) of this Section shall shall, to the extent permitted by applicable law, be prima facie evidence of the existence and amounts of the obligations recorded thereinof each Borrower therein recorded; provided, however, that the failure of any Lender or the Administrative Agent to maintain the Register or any such accounts account, or any error therein therein, shall not in any manner affect the obligation of the any Borrower to repay (with applicable interest) the Loans made to such Borrower by such Lender in accordance with the terms of this Agreement. (e) Any Lender may Each Borrower agrees that, upon the request that Loans made to the Administrative Agent by it be evidenced by a promissory note (a “Note”). In any Lender, such event, the Borrower shall prepare, will execute and deliver to such Lender a promissory note payable to of such Lender (orBorrower evidencing any Tranche B Term Loans or Revolving Credit Loans, if requested by as the case may be, of such Lender, substantially in the forms of Exhibit G-1 or G-2, respectively, with appropriate insertions as to such Lender date and its registered assigns) and in a form approved by the Administrative Agent and reasonably acceptable to the Borrower. Thereafter, unless otherwise agreed to by the applicable Lender, 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 payable to the payee named therein (or, if requested by such payee, to such payee and its registered assigns)principal amount.

Appears in 1 contract

Samples: Credit Agreement (Six Flags, Inc.)

Repayment of Loans; Evidence of Debt. (a) The Borrower hereby unconditionally promises to pay (i) to the Administrative Agent for the account of each Revolving Facility Lender the then unpaid principal amount of each Revolving Facility Loan to the Borrower of such Lender on the Revolving Facility Maturity Date applicable to such Revolving Facility LoansDate, (ii) to the Administrative Agent for the account of each Lender the then unpaid principal amount of each 2018 Extended Revolving Loan of such Lender on the 2018 Extended Revolving Maturity Date, (iii) to the Administrative Agent for the account of each Lender the then unpaid principal amount of each Tranche B Term Loan of such Lender as provided in Section 2.10 and (iiiiv) to the Swingline Lender the then unpaid principal amount of each Swingline Loan applicable to any Class of Revolving Facility Commitments on the earlier of the 2018 Extended Revolving Facility Maturity Date for such Class and the first date after such Swingline Loan is made that is the 15th or last day of a calendar month and is at least five two Business Days after such Swingline Loan is made; provided, provided that on each date that a 2018 Extended Revolving Facility Borrowing is made by the Borrowermade, the Borrower shall repay all Swingline Loans then outstanding. (b) Each Lender shall maintain in accordance with its usual practice an account or accounts evidencing the indebtedness of 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. (c) The Administrative Agent shall maintain accounts in which it shall record (i) the amount of each Loan made hereunder, the Facility Class and Type thereof and the Interest Period (if any) applicable thereto, (ii) the amount of any principal or interest due and payable or to become due and payable from the Borrower to each Lender hereunder and (iii) the amount of any amount sum received by the Administrative Agent hereunder for the account of the Lenders and each Lender’s share thereof. (d) The entries made in the accounts maintained pursuant to clause paragraph (b) or (c) of this Section 2.09 shall be prima facie evidence of the existence and amounts of the obligations recorded therein; provided, 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 obligation of the Borrower to repay the Loans in accordance with the terms of this Agreement. (e) Any Lender may request that Loans of any Class made by it be evidenced by a promissory note (a “Note”)note. In such event, the 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 form approved by the Administrative Agent and reasonably acceptable to the BorrowerAgent. Thereafter, unless otherwise agreed to by the applicable Lender, 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 payable to the order of the payee named therein (or, if requested by such payeepromissory note is a registered note, to such payee and its registered assigns).

Appears in 1 contract

Samples: Credit Agreement (Select Medical Corp)

Repayment of Loans; Evidence of Debt. (a) The Borrower SSCE hereby unconditionally promises to pay (i) to the Administrative Agent Agent, for the account of each Revolving Facility Lender Lender, the then unpaid principal amount of each Revolving Facility Loan to the Borrower of such Lender on the Revolving Facility Credit Maturity Date applicable to such Revolving Facility LoansDate, (ii) to the Administrative Agent Agent, for the account of (x) each Tranche B Lender and (y) each Incremental Term Lender that shall have made Other Term Loans to SSCE, the then unpaid principal amount of each Tranche B Loan and each such Other Term Loan of such Lender in such amounts and on such dates as provided in Section 2.10 2.11, (iii) to the Administrative Agent, for the account of each Revolving (Canadian) Lender that shall have made Revolving (Canadian) Loans to SSCE, the then unpaid principal amount of each such Revolving (Canadian) Loan of such Lender on the Revolving Credit Maturity Date, (iv) to the Administrative Agent, for the account of each Deposit Funded Lender, the then unpaid principal amount of each Deposit Funded Loan of such Lender on the Deposit Funded Maturity Date and (iiiv) to the Swingline Lender the then unpaid principal amount of each Swingline Loan applicable to any Class of Revolving Facility Commitments on the earlier Revolving Credit Maturity Date. SSC Canada hereby unconditionally promises to pay (i) to the Canadian Administrative Agent, for the account of each Revolving (Canadian) Lender that shall have made Revolving (Canadian) Loans to SSC Canada, the then unpaid principal amount of each such Revolving (Canadian) Loan of such Lender on the Revolving Facility Credit Maturity Date and (ii) to the Administrative Agent, for such Class the account of (x) each Tranche C Lender and the first date after such Swingline Loan is (y) each Incremental Term Lender that shall have made that is the 15th or last day of a calendar month and is at least five Business Days after such Swingline Loan is made; provided, that on each date that a Revolving Facility Borrowing is made by the BorrowerOther Term Loans to SSC Canada, the Borrower then unpaid principal amount of each Tranche C Loan and each such Other Term Loan of such Lender in such amounts and on such dates as provided in Section 2.11. Except for any B/A Loan (the compensation for which is set forth in Section 2.22), each Loan shall repay all Swingline Loans then outstandingbear interest from and including the date made on the outstanding principal balance thereof as set forth in Section 2.06. (b) Each Lender shall maintain in accordance with its usual practice an account or accounts evidencing the indebtedness of the Borrower Indebtedness to such Lender resulting from each Loan made by such LenderLender from time to time, including the amounts of principal and interest payable and paid to such Lender from time to time hereunderunder this Agreement. (c) The Administrative Agent shall maintain accounts in which it shall will record (i) the amount of each Loan made hereunder, the Facility and Type thereof of each Loan and the Interest Period (or Contract Period, if any) , applicable thereto, (ii) the amount of any principal or interest due and payable or to become due and payable from the each Borrower to each Lender hereunder and hereunder, (iii) the amount of the interest of each Deposit Funded Lender in the Deposit Account (the interest of each such Lender in the Deposit Account, as evidenced by such records, being referred to as such Lender’s “Sub-Account”) and (iv) the amount of any amount sum received by the Administrative Agent hereunder for from any Borrower or any Guarantor, or from the account of the Lenders Deposit Account Agent, and each Lender’s share thereof. The Administrative Agent shall promptly provide to the Deposit Account Agent such information regarding the Deposit Funded Lenders, the Deposit Funded Loans and the Deposit Funded Letters of Credit, including the identity of the Deposit Funded Lenders, the amount credited to each such Lender’s Sub-Account and the outstanding amount of each such Lender’s Deposit Funded Loan, as the Deposit Account Agent may from time to time request. The Deposit Account Agent shall provide to the Administrative Agent prompt notice of any withdrawal from (or, in the case of any deposit of amounts received other than from the Administrative Agent, any deposit into) the Deposit Account, in each case stating the amount thereof, and the Administrative Agent shall credit or debit, as applicable, the Sub-Account of each Deposit Funded Lender in the amount of such Lender’s Applicable Percentage of the amount so withdrawn or deposited. The Deposit Account Agent shall also provide to the Administrative Agent such other information with respect to the Deposit Account as the Administrative Agent may from time to time request. (d) The entries made in the accounts maintained by the Lenders and the Administrative Agent pursuant to clause paragraphs (b) or and (c) of this Section shall above shall, to the extent permitted by applicable laws, be prima facie evidence of the existence and amounts of the obligations recorded thereintherein recorded; provided, however, 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 obligation of the either Borrower to repay the Loans in accordance with the terms of this Agreementtheir terms. (e) Any Lender may request that Loans made by it hereunder be evidenced by a promissory note (a “Note”)note. In response to any such eventrequest, the applicable 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) assigns substantially in the form of Exhibit L, with the blanks appropriately filled in. Notwithstanding any other provision of this Agreement, in the event that any Lender shall request and in receive such a form approved by the Administrative Agent and reasonably acceptable to the Borrower. Thereafter, unless otherwise agreed to by the applicable Lenderpromissory note, the Loans evidenced by such promissory note and interest thereon payable on such Loans shall at all times (including after assignment pursuant to Section 9.0411.04) be represented by one or more promissory notes in such form notes, if any, payable to the order of the payee named therein (or, if requested by such payeepromissory note is a registered note, to such payee and its registered assigns).

Appears in 1 contract

Samples: Credit Agreement (Smurfit Stone Container Corp)

Repayment of Loans; Evidence of Debt. (a) The Borrower hereby unconditionally promises to pay pay: (i) in respect of Revolving Credit Loans, to the Administrative Agent for the account of each Revolving Facility Lender Credit Lender, the then unpaid principal amount of each Revolving Facility Credit Loan to the Borrower on the Revolving Facility Maturity Date applicable to such for the Revolving Facility Loans, Credit Facility; (ii) in respect of Term Loans, to the Administrative Agent for the account of each Lender Term Loan Lender, the then unpaid principal amount of or each Term Loan of such Lender as provided in Section 2.10 and on the Maturity Date for the Term Loan Facility; and (iii) in respect of Swingline Loans, to the Swingline Lender the then unpaid principal amount of each Swingline Loan applicable to any Class made by them from the proceeds of a Revolving Facility Commitments Borrowing or otherwise on the earlier of the Revolving Facility Maturity Date for such Class the Revolving Credit Facility and the first date after such Swingline Loan is made that is the 15th or last day of a calendar month and is at least five ten (10) Business Days after such Swingline Loan is made; provided, that on each date that a Revolving Facility Borrowing is made by the Borrowermade, the Borrower shall repay all Swingline Loans then outstanding. (b) Each Lender shall maintain in accordance with its usual practice an account or accounts evidencing the indebtedness monetary Obligations of 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. (c) The Administrative Agent shall maintain accounts at one of its offices the Register, in which it shall record (i) the names and addresses of, and the Total Commitment of, and principal amount of the Loans and L/C Borrowings owing to, each Lender, (ii) the amount of each such Loan made hereunder, the Facility Class and Type thereof and the Interest Period (if any) applicable thereto, (iiiii) the amount of any principal or interest due and payable or to become due and payable from the Borrower to each Lender hereunder hereunder, and (iiiiv) the amount of any amount sum received by the Administrative Agent hereunder for the account of the Revolving Credit Lenders (or Swingline Lender) or Term Lenders and each such Lender’s share thereof. The entries in the Register shall be conclusive absent manifest error, and the Borrower, the Administrative Agent, the Issuing Banks and the Lenders may treat each Person whose name is recorded in the Register, pursuant to the terms hereof, as a Lender hereunder for all purposes of this Agreement, notwithstanding notice to the contrary. The Register shall be available for inspection by the Borrower, the Issuing Banks and any Lender, at any reasonable time and from time to time upon reasonable prior notice; provided, that no Lender shall be entitled to inspect the Register for the purpose of obtaining information set forth therein with respect to any other Lender. The Administrative Agent shall maintain the Register as an agent of the Borrower. (d) The entries made in the accounts maintained pursuant to clause paragraphs (b) or (c) of this Section 2.09 shall be prima facie evidence of the existence and amounts of the obligations recorded therein; provided, 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 obligation of the Borrower to repay the Loans in accordance with the terms of this Agreement. (e) Any Lender may request that the Loans of any Class made by it be evidenced by a promissory note (a “Promissory Note”). In such event, the Borrower shall prepare, execute and deliver to such Lender Lender, with respect to such Loans, a promissory note 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 form approved by the Administrative Agent forms attached as Exhibit G-1 and reasonably acceptable G-2, as applicable to the Borrowersuch Loans. Thereafter, unless otherwise agreed to by the applicable Lender, the such Loans of such Lender evidenced by such promissory note Promissory Note, and interest thereon thereon, shall at all times (including after assignment pursuant to Section 9.04) be represented by one or more promissory notes Promissory Notes in such form payable to the order of the payee named therein (or, if requested by such payeePromissory Note is a registered note, to such payee and its registered assigns).

Appears in 1 contract

Samples: Credit Agreement (Medco Health Solutions Inc)

Repayment of Loans; Evidence of Debt. (a) The Borrower Company hereby unconditionally promises to pay (i) to the Administrative Agent for the account of each Revolving Facility Lender the then unpaid principal amount of each Revolving Facility Loan to the Borrower on the Revolving Facility Maturity Date applicable to such Revolving Facility Loans, (ii) to the Administrative Agent for the account of each Lender the then unpaid principal amount of each Term Revolving Loan on the Maturity Date, (ii) to the Administrative Agent the then unpaid amount of such Lender as provided in Section 2.10 each Protective Advance on the earlier of the Maturity Date and demand by the Administrative Agent and (iii) to the Swingline Lender the then unpaid principal amount of each Swingline Loan applicable to any Class of Revolving Facility Commitments on the earlier of the Revolving Facility Maturity Date for such Class and the first date after such Swingline Loan is made that is the 15th or last day of a calendar month and is at least five two Business Days after such Swingline Loan is made; provided, provided that on each date that a Revolving Facility Borrowing Loan is made by the Borrowermade, the Borrower Company shall repay all Swingline Loans then outstanding. (b) At all times that full cash dominion is in effect pursuant to Section 7.3 of the Guarantee and Collateral Agreement, on each Business Day, at or before 11:00 a.m., New York City time, the Administrative Agent shall apply all immediately available funds credited to the Collection Account first to prepay any Protective Advances that may be outstanding, pro rata, and second to prepay the Revolving Loans (including Swing Line Loans) and to cash collateralize outstanding LC Exposure. (c) Each Lender shall maintain in accordance with its usual practice an account or accounts evidencing the indebtedness of the Borrower Company 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. (cd) The Administrative Agent shall maintain accounts in which it shall record (i) the amount of each Loan made hereunder, the Facility Class and Type thereof and the Interest Period (if any) applicable thereto, (ii) the amount of any principal or interest due and payable or to become due and payable from the Borrower Company to each Lender hereunder and (iii) the amount of any amount sum received by the Administrative Agent hereunder for the account of the Lenders and each Lender’s 's share thereof. (de) The entries made in the accounts maintained pursuant to clause paragraph (bc) or (cd) of this Section shall be prima facie evidence of the existence and amounts of the obligations recorded therein; provided, 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 obligation of the Borrower Company to repay the Loans in accordance with the terms of this Agreement. (ef) Any Lender may request that Loans made by it be evidenced by a promissory note (a “Note”)note. In such event, the Borrower Company 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 form approved by the Administrative Agent and reasonably acceptable to the BorrowerAgent. Thereafter, unless otherwise agreed to by the applicable Lender, 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 payable to the order of the payee named therein (or, if requested by such payeepromissory note is a registered note, to such payee and its registered assigns).

Appears in 1 contract

Samples: Credit Agreement (CSK Auto Corp)

Repayment of Loans; Evidence of Debt. (a) The Parent Borrower, each Subsidiary Term Borrower (with respect to Term Loans made to such Subsidiary Term Borrower) and each Foreign Subsidiary Borrower hereby unconditionally promises to pay (i) to the Administrative Agent Agent, in Dollars, for the account of each Revolving Facility Lender the then unpaid principal amount of each Revolving Facility Loan to the Borrower (other than any Foreign Currency Loan) of such Lender on the Revolving Facility Maturity Date applicable to such Revolving Facility LoansDate, (ii) to the Foreign Currency Agent for the account of each Foreign Currency Lender the then unpaid principal amount in the applicable currency of each Foreign Currency Loan of such Foreign Currency Lender on the Revolving Maturity Date, (iii) to the Administrative Agent for the account of each Lender the then unpaid principal amount of each Term Loan of such Lender as provided in Section 2.10 and (iiiiiiiv) to the Swingline Lender the then unpaid principal amount of each Swingline Loan applicable to any Class of Revolving Facility Commitments on the earlier of the Revolving Facility Maturity Date for such Class and the first date after such Swingline Loan is made that is the 15th or last day of a calendar month and is at least five two Business Days after such Swingline Loan is made; provided, provided that on each date that a Revolving Facility Borrowing is made by the Borrowermade, the Parent Borrower shall repay all Swingline Loans then outstandingthat were outstanding on the date such Borrowing was requested. (b) Each Lender shall maintain in accordance with its usual practice an account or accounts evidencing the indebtedness of the Borrower Parent Borrower, the Subsidiary Term Borrowers and the Foreign Subsidiary Borrowers 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. (c) The Administrative Agent shall maintain accounts in which it shall record (i) the amount of each Loan made hereunder, the Facility Class and Type thereof and the Interest Period (if any) applicable thereto, (ii) the applicable currency and the amount of any principal or interest due and payable or to become due and payable from the Borrower Parent Borrower, the Subsidiary Term Borrowers and the Foreign Subsidiary Borrowers to each Lender hereunder and (iii) the currency and amount of any amount sum received by the Administrative Agent hereunder for the account of the Lenders and each Lender’s share thereof. (d) The entries made in the accounts maintained pursuant to clause paragraph (b) or (c) of this Section shall be prima facie evidence of the existence and amounts of the obligations recorded therein; provided, 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 obligation of the Borrower Parent Borrower, the Subsidiary Term Borrowers and the Foreign Subsidiary Borrowers to repay the Loans in accordance with the terms of this Agreement.. 509265-1724-13879091 (e) Any Lender may request that Loans of any Class made by it be evidenced by a promissory note (a “Note”)note. In such event, the Parent Borrower, the applicable Subsidiary Term Borrower or the applicable Foreign Subsidiary Borrower, as the case may be, 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 form approved by the Administrative Agent and reasonably acceptable to the BorrowerAgent. Thereafter, unless otherwise agreed to by the applicable Lender, the Loans evidenced by such promissory note and interest thereon shall at all times (including after assignment pursuant to Section 9.0410.04) be represented by one or more promissory notes in such form payable to the order of the payee named therein (or, if requested by such payeepromissory note is a registered note, to such payee and its registered assigns).

Appears in 1 contract

Samples: Credit Agreement (Trimas Corp)

Repayment of Loans; Evidence of Debt. (a) The Borrower hereby unconditionally promises to pay (i) to the Administrative Agent for the account of each Revolving Facility Acquisition Lender the then unpaid principal amount of each Revolving Facility Acquisition Loan to the Borrower on the Revolving Facility Acquisition Loan Maturity Date applicable to such Revolving Facility LoansDate, (ii) to the Administrative Agent for the account of each Revolving Lender the then unpaid principal amount of each Term Revolving Loan of such Lender as provided in Section 2.10 on the Revolving Loan Maturity Date and (iii) to the Swingline Lender Lender, to the extent not otherwise refinanced with a Revolving Loan in accordance with Section 2.05, the then unpaid principal amount of each Swingline Loan applicable to any Class of Revolving Facility Commitments on the earlier of the Revolving Facility Loan Maturity Date for such Class and the first date after such Swingline Loan is made that is the 15th fifteenth (15th) day or the last day of a calendar month and is at least five two (2) Business Days after such Swingline Loan is made; provided, provided that on each date that a Revolving Facility Borrowing is made by the Borrowermade, the Borrower shall repay all Swingline Loans then outstanding. (b) Each Lender shall maintain in accordance with its usual practice an account or accounts evidencing the indebtedness of 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. (c) The Administrative Agent shall maintain accounts in which it shall record (i) the amount of each Loan made hereunder, the Facility Class and Type thereof and the Interest Period (if any) applicable thereto, (ii) the amount of any principal or interest due and payable or to become due and payable from the Borrower to each Lender hereunder and (iii) the amount of any amount sum received by the Administrative Agent hereunder for the account of the Lenders and each Lender’s share thereof. (d) The entries made in the accounts maintained pursuant to clause (b) or (c) 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 obligation of the Borrower to repay the Loans in accordance with the terms of this Agreement. (e) Any Lender may request that Loans made by it be evidenced by a promissory note (a “Note”). In such event, the 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 and reasonably acceptable to the Borrower. Thereafter, unless otherwise agreed to by the applicable Lender, 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 payable to the payee named therein (or, if requested by such payee, to such payee and its registered assigns).

Appears in 1 contract

Samples: Credit Agreement (Cleco Power LLC)

Repayment of Loans; Evidence of Debt. (a) The Borrower hereby unconditionally promises to pay (i) to the Administrative Agent for the account of each the appropriate Revolving Facility Credit Lender, Tranche A Term Loan Lender or Tranche B Term Loan Lender, as the case may be, (i) the then unpaid principal amount of each Revolving Facility Credit Loan to the Borrower of such Revolving Credit Lender on the Revolving Facility Maturity Date applicable to such Revolving Facility LoansCredit Termination Date, (ii) to the Administrative Agent for the account of each Lender the then unpaid principal amount of each Swing Line Loan of such Swing Line Lender on the Revolving Credit Termination Date, (iii) the principal amount of each Tranche A Term Loan of such Tranche A Term Loan Lender as provided in installments according to the amortization schedule set forth in Section 2.10 2.3(a) and (iii) to the Swingline Lender the then unpaid principal amount of each Swingline Tranche A Term Loan applicable to any Class of Revolving Facility Commitments such Tranche A Term Loan Lender on the earlier Tranche A Term Loan Maturity Date and (iv) the principal amount of each Tranche B Term Loan of such Tranche B Term Loan Lender in installments according to the amortization schedule set forth in Section 2.3(b) and the then unpaid principal amount of each Tranche B Term Loan of such Tranche B Term Loan Lender on the Tranche B Term Loan Maturity Date. The Borrower hereby further agrees to pay interest on the unpaid principal amount of the Revolving Facility Maturity Date for such Class Loans from time to time outstanding from the date hereof until payment in full thereof at the rates per annum, and on the first date after such Swingline Loan is made that is the 15th or last day of a calendar month and is at least five Business Days after such Swingline Loan is made; provideddates, that on each date that a Revolving Facility Borrowing is made by the Borrower, the Borrower shall repay all Swingline Loans then outstandingset forth in Section 2.15. (b) Each Lender shall maintain in accordance with its usual practice an account or accounts evidencing the indebtedness of the Borrower to such Lender resulting from each Loan made by of such LenderLender from time to time, including the amounts of principal and interest payable and paid to such Lender from time to time hereunderunder this Agreement. (c) The Administrative Agent Agent, on behalf of the Borrower, shall maintain accounts the Register pursuant to Section 10.6(d), and a subaccount therein for each Lender, in which it shall record be recorded (i) the amount of each Loan made hereunderhereunder and any Note evidencing such Loan, the Facility and Type thereof and the each Interest Period (if any) applicable thereto, (ii) the amount of any principal or interest due and payable or to become due and payable from the Borrower to each Lender hereunder and (iii) both the amount of any amount sum received by the Administrative Agent hereunder for from the account of the Lenders Borrower and each Lender’s 's share thereof. (d) The entries made in the Register and the accounts of each Lender maintained pursuant to clause (bSection 2.8(b) or (c) of this Section shall shall, to the extent permitted by applicable law, be prima facie evidence of the existence and amounts of the obligations recorded thereinof the Borrower therein recorded; provided, however, that the failure of any Lender or the Administrative Agent to maintain the Register or any such accounts account, or any error therein therein, shall not in any manner affect the obligation of the Borrower to repay (with applicable interest) the Loans made to such Borrower by such Lender in accordance with the terms of this Agreement. (e) Any Lender may The Borrower agrees that, upon the request that Loans made to the Administrative Agent by it be evidenced by a promissory note (a “Note”). In such eventany Lender, the Borrower shall prepare, will promptly execute and deliver to such Lender a promissory note payable to such Lender (orof the Borrower evidencing any Tranche A Term Loans, if requested by Tranche B Term Loans, Revolving Credit Loans or Swing Line Loans, as the case may be, of such Lender, substantially in the forms of Exhibit E-1, E-2, E-3 or E-4, respectively, with appropriate insertions as to such Lender date and its registered assigns) and in a form approved by the Administrative Agent and reasonably acceptable to the Borrower. Thereafter, unless otherwise agreed to by the applicable Lender, 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 payable to the payee named therein (or, if requested by such payee, to such payee and its registered assigns)principal amount.

Appears in 1 contract

Samples: Senior Secured Credit Agreement (Day International Group Inc)

Repayment of Loans; Evidence of Debt. (a) The Parent Borrower, each Subsidiary Term Borrower (with respect to Tranche B Term Loans made to such Subsidiary Term Borrower) and each Foreign Subsidiary Borrower (with respect to Foreign Currency Loans made to such Foreign Subsidiary Borrower) hereby unconditionally promises to pay (i) to the Administrative Agent (A) for the account of each Class A Revolving Facility Lender the then unpaid principal amount of each Class A Revolving Facility Loan to the Borrower of such Lender on the Class A Revolving Facility Maturity Commitment Termination Date, (B) for the account of each Class B Revolving Lender the then unpaid principal amount of each Class B Revolving Loan of such Lender on the Class B Revolving Commitment Termination Date, (C) for the account of each Class C Revolving Lender the then unpaid principal amount of each Class C Revolving Loan of such Lender on the Class A Revolving Commitment Termination Date applicable to and (D) for the account of each Tranche B-1 Lender the then unpaid principal amount of each Tranche B-1 Loan of such Lender on the Class B Revolving Facility LoansCommitment Termination Date, (ii) to the Administrative Agent for the account of each Lender the then unpaid principal amount of each Tranche B Term Loan of such Lender as provided in Section 2.10 and (iii) to the Swingline Lender the then unpaid principal amount of each Swingline Loan applicable to any Class of Revolving Facility Commitments on the earlier of the Class A Revolving Facility Maturity Commitment Termination Date for such Class and the first date after such Swingline Loan is made that is the 15th or last day of a calendar month and is at least five two Business Days after such Swingline Loan is made; provided, provided that on each date that a Revolving Facility Borrowing Loan (other than a Foreign Currency Borrowing) is made by the Borrowermade, the Parent Borrower shall repay all Swingline Loans then outstandingthat were outstanding on the date such Borrowing was requested. (b) Each Lender shall maintain in accordance with its usual practice an account or accounts evidencing the indebtedness of the Borrower Parent Borrower, the Subsidiary Term Borrowers and the Foreign Subsidiary Borrowers 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. (c) The Administrative Agent shall maintain accounts in which it shall record (i) the amount of each Loan made hereunder, the Facility Class and Type thereof and the Interest Period (if any) applicable thereto, (ii) the amount of any principal or interest due and payable or to become due and payable from the Borrower Parent Borrower, the Subsidiary Term Borrowers and the Foreign Subsidiary Borrowers to each Lender hereunder and (iii) the amount of any amount sum received by the Administrative Agent hereunder for the account of the Lenders and each Lender’s share thereof. (d) The entries made in the accounts maintained pursuant to clause paragraph (b) or (c) of this Section shall be prima facie evidence of the existence and amounts of the obligations recorded therein; provided, 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 obligation of the Borrower Parent Borrower, the Subsidiary Term Borrowers and the Foreign Subsidiary Borrowers to repay the Loans in accordance with the terms of this Agreement. (e) Any Lender may request that Loans of any Class made by it be evidenced by a promissory note (a “Note”)note. In such event, the Parent Borrower, the applicable Subsidiary Term Borrower or the applicable Foreign Subsidiary Borrower, as the case may be, 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 form approved by the Administrative Agent and reasonably acceptable to the BorrowerAgent. Thereafter, unless otherwise agreed to by the applicable Lender, the Loans evidenced by such promissory note and interest thereon shall at all times (including after assignment pursuant to Section 9.0410.04) be represented by one or more promissory notes in such form payable to the order of the payee named therein (or, if requested by such payeepromissory note is a registered note, to such payee and its registered assigns).

Appears in 1 contract

Samples: Credit Agreement (Trimas Corp)

Repayment of Loans; Evidence of Debt. (a) The Each Borrower hereby unconditionally promises to pay (i) to the Administrative Agent for the account of each Revolving Facility Lender the then unpaid principal amount of each Revolving Facility Loan made to the such Borrower on the Revolving Facility Maturity Date applicable to in the currency of such Revolving Facility Loans, Loan and (ii) in the case of the Company, to the Administrative Agent for the account of each Lender the then unpaid principal amount of each Term Loan of such Lender as provided in Section 2.10 and (iii) to the relevant Swingline Lender the then unpaid principal amount of each Swingline Loan applicable to any Class of Revolving Facility Commitments made by such Swingline Lender on the earlier of the Revolving Facility Maturity Date for such Class and the first date after such Swingline Loan is made that is the 15th or last day of a calendar month and is at least five two Business Days after such Swingline Loan is made; provided, provided that (x) on each date that a Revolving Facility Borrowing is made by the Borrowermade, the Borrower Company shall repay all Swingline Loans then outstandingoutstanding and (y) if an AutoBorrow Agreement is in effect with respect to any Swingline Lender, the Company shall repay the Swingline Loans owing to such Swingline Lender on the earlier to occur of the Maturity Date and the date required by such AutoBorrow Agreement. (b) Each Lender shall maintain in accordance with its usual practice an account or accounts evidencing the indebtedness of the 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. (c) The Administrative Agent shall maintain accounts in which it shall record (i) the amount of each Loan made hereunder, the Facility Class, Agreed Currency and Type thereof and the Interest Period (if any) applicable thereto, (ii) the amount of any principal or interest due and payable or to become due and payable from the each Borrower to each Lender hereunder and (iii) the amount of any amount sum received by the Administrative Agent hereunder for the account of the Lenders and each Lender’s share thereof. (d) The entries made in the accounts maintained pursuant to clause paragraph (b) or (c) of this Section shall be prima facie primafacie evidence of the existence and amounts of the obligations recorded therein; provided, 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 obligation of the any Borrower to repay the Loans in accordance with the terms of this Agreement. (e) Any Lender may request that Loans made by it to any Borrower be evidenced by a promissory note (a “Note”)note. In such event, the relevant 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 form approved by the Administrative Agent and reasonably acceptable to the BorrowerAgent. Thereafter, unless otherwise agreed to by the applicable Lender, 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 payable to the order of the payee named therein (or, if requested by any such payeepromissory note is a registered note, to such payee and its registered assigns).

Appears in 1 contract

Samples: Credit Agreement (John Bean Technologies CORP)

Repayment of Loans; Evidence of Debt. (a) The Borrower Borrowers hereby unconditionally promises promise to pay (i) to the Administrative Agent for the account of each Revolving Facility Lender Lender, the then unpaid principal amount of each Revolving Facility Loan to the Borrower on the Revolving Facility Maturity Date applicable to such Revolving Facility LoansDate, (ii) to the Administrative Agent for the account of each Lender A-1 Term Loan Lender, the then unpaid principal amount of each A-1 Term Loan of such Lender as provided in Section 2.10 and on the A-1 Term Loan Maturity Date, (iii) to the Administrative Agent for the account of each A-2 Term Loan Lender, the then unpaid principal amount of each A-2 Term Loan on the A-2 Term Loan Maturity Date and (iv) to each Swingline Lender the then unpaid principal amount of each applicable Swingline Loan applicable to any Class of Revolving Facility Commitments on the earlier of the Revolving Facility Maturity Date for such Class and the first date after such Swingline Loan is made that is the 15th or last day of a calendar month and is at least five (5) Business Days after such Swingline Loan is made; provided, provided that on each date that a Revolving Facility Borrowing is made by the Borrowermade, the Borrower Borrowers shall repay all Swingline Loans then outstanding. (b) Each Lender shall maintain in accordance with its usual practice an account or accounts evidencing the indebtedness of the Borrower Borrowers 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. (c) The Administrative Agent shall maintain accounts in which it shall record (i) the amount of each Loan made hereunder, the Facility and Class, Agreed Currency, Type and, if applicable, Revolving Tranche or Term Loan Tranche thereof and the Interest Period (if any) applicable thereto, (ii) the amount of any principal or interest due and payable or to become due and payable from the Borrower Borrowers to each Lender hereunder and (iii) the amount of any amount sum received by the Administrative Agent hereunder for the account of the Lenders and each Lender’s share thereof. (d) The entries made in the accounts maintained pursuant to clause paragraph (b) or (c) of this Section shall be prima facie evidence of the existence and amounts of the obligations recorded therein; provided, 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 obligation Obligations of the Borrower to repay the Loans in accordance with the terms of this AgreementBorrowers. (e) Any Lender may request that Loans made by it be evidenced by a one or more promissory note (a “Note”)notes in substantially the forms of Exhibit X-0, Xxxxxxx X-0, Xxxxxxx X-0, Xxxxxxx X-0 or Exhibit D-5 hereto, as applicable. In such event, the Borrower Borrowers shall prepare, execute and deliver to such Lender a one or more promissory note notes payable to the order of such Lender (or, if requested by such Lender, to such Lender and its registered assigns) and in a form approved by the Administrative Agent and reasonably acceptable to the Borrower). Thereafter, unless otherwise agreed to by the applicable Lender, the Loans evidenced by such promissory note note(s) and interest thereon shall at all times (including after assignment pursuant to Section 9.04) ), unless such assignee elects not to receive a Note be represented by one or more promissory notes in such form payable to the order of the payee named therein (or, if requested by such payeepromissory note is a registered note, to such payee and its registered assigns).

Appears in 1 contract

Samples: Revolving Credit and Term Loan Agreement (Gramercy Property Trust)

Repayment of Loans; Evidence of Debt. (a) The Parent Borrower, each Subsidiary Term Borrower (with respect to Term Loans made to such Subsidiary Term Borrower) and each Foreign Subsidiary Borrower hereby unconditionally promises to pay (i) to the Administrative Agent for the account of each Revolving Facility Lender the then unpaid principal amount of each Revolving Facility Loan to the Borrower of such Lender on the Revolving Facility Maturity Date applicable to such Revolving Facility LoansDate, (ii) to the Administrative Agent for the account of each Lender the then unpaid principal amount of each Term Loan of such Lender as provided in Section 2.10 and (iii) to the Swingline Lender the then unpaid principal amount of each Swingline Loan applicable to any Class of Revolving Facility Commitments on the earlier of the Revolving Facility Maturity Date for such Class and the first date after such Swingline Loan is made that is the 15th or last day of a calendar month and is at least five two Business Days after such Swingline Loan is made; provided, provided that on each date that a Revolving Facility Borrowing is made by the Borrowermade, the Parent Borrower shall repay all Swingline Loans then outstandingthat were outstanding on the date such Borrowing was requested. (b) Each Lender shall maintain in accordance with its usual practice an account or accounts evidencing the indebtedness of the Borrower Parent Borrower, the Subsidiary Term Borrowers and the Foreign Subsidiary Borrowers 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. (c) The Administrative Agent shall maintain accounts in which it shall record (i) the amount of each Loan made hereunder, the Facility Class and Type thereof and the Interest Period (if any) applicable thereto, (ii) the amount of any principal or interest due and payable or to become due and payable from the Borrower Parent Borrower, the Subsidiary Term Borrowers and the Foreign Subsidiary Borrowers to each Lender hereunder and (iii) the amount of any amount sum received by the Administrative Agent hereunder for the account of the Lenders and each Lender’s share thereof. (d) The entries made in the accounts maintained pursuant to clause paragraph (b) or (c) of this Section shall be prima facie evidence of the existence and amounts of the obligations recorded therein; provided, 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 obligation of the Borrower Parent Borrower, the Subsidiary Term Borrowers and the Foreign Subsidiary Borrowers to repay the Loans in accordance with the terms of this Agreement. (e) Any Lender may request that Loans of any Class made by it be evidenced by a promissory note (a “Note”)note. In such event, the Parent Borrower, the applicable Subsidiary Term Borrower or the applicable Foreign Subsidiary Borrower, as the case may be, 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 form approved by the Administrative Agent and reasonably acceptable to the BorrowerAgent. Thereafter, unless otherwise agreed to by the applicable Lender, the Loans evidenced by such promissory note and interest thereon shall at all times (including after assignment pursuant to Section 9.0410.04) be represented by one or more promissory notes in such form payable to the order of the payee named therein (or, if requested by such payeepromissory note is a registered note, to such payee and its registered assigns).

Appears in 1 contract

Samples: Credit Agreement (Trimas Corp)

Repayment of Loans; Evidence of Debt. (a) The Borrower hereby unconditionally promises to pay (i) to the Administrative Agent for the account of each Revolving Facility Lender the then unpaid principal amount of each Revolving Facility Loan to the Borrower on the Revolving Facility Maturity Date applicable to such Revolving Facility Loans, (ii) to the Administrative Agent for the account of each Lender the then unpaid principal amount of each Term Loan of such Lender as provided in Section 2.10 on the Maturity Date and (iiiii) to the Swingline Lender the then unpaid principal amount of each Swingline Loan applicable to any Class of Revolving Facility Commitments on the earlier of the Revolving Facility Maturity Date for such Class and the first date after such Swingline Loan is made that is the 15th or last day of a calendar month and is at least five Business Days after such Swingline Loan is made; provided, provided that on each date that a Revolving Facility Borrowing is made by the Borrowermade, the Borrower shall repay all Swingline Loans then outstandingthat were outstanding on the date such Borrowing was requested. (b) Each Lender shall maintain in accordance with its usual practice an account or accounts evidencing the indebtedness of 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. (c) The Administrative Agent shall maintain accounts in which it shall record (i) the amount of each Loan made hereunder, the Facility and Type thereof and the Interest Period (if any) applicable thereto, (ii) the amount of any principal or interest due and payable or to become due and payable from the Borrower to each Lender hereunder and (iii) any amount received records maintained by the Administrative Agent hereunder for the account of and the Lenders and each Lender’s share thereof. (d) The entries made in the accounts maintained pursuant to clause (b) or (c) of this Section shall be prima facie evidence of the existence and amounts of the obligations recorded thereinof the Borrower in respect of the Loans, LC Disbursements, interest and fees due or accrued hereunder absent manifest error; provided, provided that the failure of any Lender or the Administrative Agent or any Lender to maintain such accounts records or any error therein shall not in any manner affect the obligation of the Borrower to repay the Loans pay any amounts due hereunder in accordance with the terms of this Agreement. (ec) Any Lender may request that Loans made by it be evidenced by a promissory note (a “Note”)note. In such event, the 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 and reasonably acceptable to the BorrowerAgent. Thereafter, unless otherwise agreed to by the applicable Lender, 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 payable to the payee named therein (or, if requested by such payeepromissory note is a registered note, to such payee and its registered assigns).

Appears in 1 contract

Samples: Credit Agreement (Shutterfly Inc)

Repayment of Loans; Evidence of Debt. (a) The Borrower hereby unconditionally promises to pay (i) to the Administrative Agent for the account of each Revolving Facility Lender the then unpaid principal amount of each Revolving Facility Loan to the Borrower on the Revolving Facility Maturity Date applicable to such Revolving Facility Loans, (ii) to the Administrative Agent for the account of each Lender (i) the then unpaid principal amount of each Revolving Credit Loan of such Lender on the Revolving Credit Termination Date, (ii) the principal amount of the Tranche A Term Loan of such Lender as provided Lender, in Section 2.10 and installments, payable on each Tranche A Installment Payment Date, in accordance with subsection 4.6(a) (iii) to the Swingline Lender or the then unpaid principal amount of each Swingline such Tranche A Term Loan applicable to any Class of Revolving Facility Commitments on the earlier date that the Tranche A Term Loans become due and payable pursuant to Section 9), (iii) the principal amount of the Revolving Facility Maturity Date for such Class and Tranche B Term Loan (including the first date after such Swingline principal amount of any Incremental Term Loan is made that is the 15th or last day a Tranche B Term Loan) of a calendar month and is at least five Business Days after such Swingline Loan is made; providedLender, that in installments, payable on each Tranche B Installment Payment Date, in accordance with subsection 4.6(b) (or the then unpaid principal amount of such Tranche B Term Loan on the date that a the Tranche B Term Loans become due and payable pursuant to Section 9), and (iv) the then unpaid principal amount of the Swing Line Loans of the Swing Line Lender on the Revolving Facility Borrowing is made by Credit Termination Date. Borrower hereby further agrees to pay interest on the Borrower, unpaid principal amount of the Borrower shall repay all Swingline Loans then outstandingfrom time to time outstanding from the Closing Date until payment in full thereof at the rates per annum and on the dates set forth in subsection 4.8. (b) Each Lender shall maintain in accordance with its usual practice an account or accounts evidencing the indebtedness of the Borrower to such Lender resulting from each Loan made by of such LenderLender from time to time, including the amounts of principal and interest payable and paid to such Lender from time to time hereunderunder this Agreement. (c) The Administrative Agent shall maintain accounts the Register pursuant to subsection 11.6(d), and a subaccount therein for each Lender, in which it shall record be recorded (i) the amount of each Revolving Credit Loan, Tranche A Term Loan, Tranche B Term Loan and any Incremental Term Loan made hereunder, the Facility and Type thereof and the each Interest Period (if any) applicable thereto, (ii) the amount of any principal or interest due and payable or to become due and payable from the Borrower to each Lender hereunder and (iii) both the amount of any amount sum received by the Administrative Agent hereunder for the account of the Lenders from Borrower and each Lender’s share thereof. (d) The entries made in the Register and the accounts of each Lender maintained pursuant to clause (bsubsection 4.16(b) or (c) of this Section shall shall, to the extent permitted by applicable law, be prima facie evidence of the existence and amounts of the obligations recorded thereinof Borrower therein recorded; provided, provided that the failure of any Lender or the Administrative Agent to maintain the Register or any such accounts account, or any error therein therein, shall not in any manner affect the obligation of the Borrower to repay (with applicable interest) the Loans made to Borrower by such Lender or to repay any other obligations in accordance with the terms of this Agreement. (e) Any Lender may Borrower agrees that, upon the request that Loans made to the Administrative Agent by it be evidenced by a promissory note (a “Note”). In such eventany Lender, the Borrower shall prepare, will execute and deliver to such Lender (i) a promissory note payable of Borrower evidencing the Revolving Credit Loans of such Lender, substantially in the form of Exhibit A with appropriate insertions as to date and principal amount (a “Revolving Credit Note”), (ii) a promissory note of Borrower evidencing the Tranche A Term Loan of such Lender, substantially in the form of Exhibit B-1 with appropriate insertions as to date and principal amount (a “Tranche A Term Note”), (iii) a promissory note of such Borrower evidencing the Tranche B Term Loan of such Lender, substantially in the form of Exhibit B-2 with appropriate insertions as to date and principal amount (a “Tranche B Term Note”), (iv) a promissory note of Borrower evidencing any Incremental Term Loan of such Lender (or, if requested by such an “Incremental Term Note”) and/or (v) in the case of the Swing Line Lender, to such Lender and its registered assigns) and in a form approved by promissory note of Borrower evidencing the Administrative Agent and reasonably acceptable to Swing Line Loans of the Borrower. Thereafter, unless otherwise agreed to by the applicable Swing Line Lender, substantially in the Loans evidenced by such promissory note form of Exhibit C with appropriate insertions as to date and interest thereon shall at all times principal amount (including after assignment pursuant to Section 9.04) be represented by one or more promissory notes in such form payable to the payee named therein (or, if requested by such payee, to such payee and its registered assigns“Swing Line Note”).

Appears in 1 contract

Samples: Credit Agreement (Atlantic Broadband Management, LLC)

Repayment of Loans; Evidence of Debt. (a) The Borrower hereby unconditionally promises to pay (i) to the Administrative Agent for the account of each Revolving Facility Lender the then unpaid principal amount of each Revolving Facility Loan to the Borrower on the Revolving Facility Maturity Date applicable to such Revolving Facility Loans, (ii) to the Administrative Paying Agent for the account of each Lender the then unpaid principal amount of each Term Revolving Loan of such Lender as provided in Section 2.10 made to the Borrower on the Maturity Date, (ii) to the Paying Agent the then unpaid amount of each Protective Advance made by it to the Borrower on the earliest of the Maturity Date, the date that is 30 days after the making of such Protective Advance and demand by the Paying Agent and (iii) to the Swingline Lender the then unpaid principal amount of each Swingline Loan applicable made to any Class of Revolving Facility Commitments the Borrower on the earlier of the Revolving Facility Maturity Date for such Class and the first date after such Swingline Loan is made that is the 15th seventh day (or last if such day of is not a calendar month and is at least five Business Days Day, the next succeeding Business Day) after such Swingline Loan is made; provided, provided that on each date that a Revolving Facility Borrowing is made by the Borrower, the Borrower shall repay all Swingline Loans then outstanding. (b) During any Cash Dominion Period, subject to Section 2.14, on each Business Day, the Paying Agent shall (i) apply all funds credited to the Collection Account as of 10:00 a.m., New York City time, on such Business Day (in the discretion of the Paying Agent, whether or not immediately available) first to prepay any Protective Advances that may be outstanding, pro rata, second to prepay Swingline Loans, third to prepay the Revolving Loans and fourth, to cash collateralize outstanding LC Exposure, it being understood that any prepayments of Revolving Loans shall be applied in accordance with Section 2.13(b). (c) Each Lender shall maintain in accordance with its usual practice an account or accounts records evidencing the indebtedness of 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. (cd) The Administrative Paying Agent shall maintain accounts records in which it shall record (i) the amount of each Loan made hereunder, the Facility Class and Type thereof and the Interest Period (if any) applicable thereto, (ii) the amount of any principal or interest due and payable or to become due and payable from the Borrower to each Lender hereunder and (iii) the amount of any amount sum received by the Administrative Paying Agent hereunder for the account of the Lenders and each Lender’s share thereof. (de) The entries made in the accounts records maintained pursuant to clause paragraph (bc) or (cd) of this Section shall be prima facie evidence of the existence and amounts of the obligations recorded therein; provided, provided that the failure of any Lender or the Administrative Paying Agent to maintain such accounts records or any error therein shall not in any manner affect the obligation of the Borrower to repay the Loans and pay interest thereon in accordance with the terms of this Agreement. (ef) Any Lender may request that Loans made by it be evidenced by a promissory note (a “Note”). In , which shall evidence such event, the Borrower shall prepare, execute and deliver Lender’s Loan in addition to such accounts and records set forth above. Each Lender a promissory note payable may attach schedules to such Lender its Note and endorse thereon the date, Type (orif applicable), if requested by such Lender, to such Lender Class and maturity of its registered assigns) Loans and in a form approved by the Administrative Agent and reasonably acceptable to the Borrower. Thereafter, unless otherwise agreed to by the applicable Lender, 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 payable to the payee named therein (or, if requested by such payee, to such payee and its registered assigns)payments with respect thereto.

Appears in 1 contract

Samples: Revolving Credit Agreement (Postmedia Network Canada Corp.)

Repayment of Loans; Evidence of Debt. (a) The Borrower hereby unconditionally promises to pay (i) to the Administrative Agent for the account of each Revolving Facility Lender the then unpaid principal amount of each Revolving Facility Loan to the Borrower on the Revolving Facility Maturity Credit Termination Date applicable to such Revolving Facility Loansplus any unpaid interest accrued thereon, (ii) to the Administrative Agent for the account of each Term Loan Lender of the applicable Class of Additional Tranche Term Loans the then unpaid principal amount of each Class of Additional Tranche Term Loan Loans on the Maturity Date for such Class of such Lender as provided in Section 2.10 Additional Tranche Term Loans plus any unpaid interest accrued thereon and (iii) to the Administrative Agent for the account of the Swingline Lender Lenders the then unpaid principal amount of each Swingline Loan applicable to any Class of Revolving Facility Commitments on the earlier of the Revolving Facility Maturity Swingline Termination Date for such Class and the first date after such Swingline Loan is made that is the 15th or last day of a calendar month and is at least five seventh (7th) Business Days Day after such Swingline Loan is made; provided, provided that on each date that a Revolving Facility Borrowing or Term Loan Borrowing is made by the Borrowermade, the Borrower shall repay all Swingline Loans then outstanding and the proceeds of any such Borrowing shall be applied by the Administrative Agent to repay any Swingline Loans outstanding. (b) Each Lender shall maintain in accordance with its usual practice an account or accounts evidencing the indebtedness of 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. (c) The Administrative Agent shall maintain accounts in which it shall record (i) the amount of each Loan made hereunder, the Facility Class and Type thereof and the Interest Period (if any) applicable thereto, (ii) the amount of any principal or interest due and payable or to become due and payable from the Borrower to each Lender hereunder and (iii) the amount of any amount sum received by the Administrative Agent hereunder for the account of the Lenders and each Lender’s share thereof. (d) The entries made in the accounts maintained pursuant to clause paragraph (b) or (c) of this Section shall be prima facie evidence of the existence and amounts of the obligations recorded therein; provided, 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 obligation of the Borrower to repay the Loans in accordance with the terms of this Agreement. (e) Any Lender may request that If requested by any Revolving Lender, the Revolving Loans made by it such Revolving Lender shall, in addition to this Agreement, also be evidenced by a promissory note (Revolving Loan Note made by Borrower and payable to the order of such Revolving Lender in a “Note”)principal amount equal to the amount of its Revolving Loan Commitment as originally in effect and otherwise duly completed. If requested by any Swingline Lender, the Swingline Loans made by such Swingline Lender to the Borrower shall, in addition to this Agreement, also be evidenced by a Swingline Note made by Borrower and payable to the order of such Swingline Lender. If requested by any Term Loan Lender, the Term Loans made by such Term Loan Lender shall, in addition to this Agreement, also be evidenced by a Term Loan Note made by Borrower and payable to the order of such Term Loan Lender in a principal amount equal to the amount of its Term Loan and otherwise duly completed. In such event, the 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 and reasonably acceptable to the BorrowerAgent. Thereafter, unless otherwise agreed to by the applicable Lender, 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 payable to the payee named therein (or, if requested by such payee, to such payee and its registered assigns)form.

Appears in 1 contract

Samples: Credit Agreement (Colony Starwood Homes)

Repayment of Loans; Evidence of Debt. (a) The U.S. Borrower hereby unconditionally promises to pay (i) to the Administrative Applicable Agent for the account of each U.S. Revolving Facility Lender the then unpaid principal amount of each U.S. Revolving Facility Loan made by such Lender to the U.S. Borrower on the Revolving Facility Credit Maturity Date applicable to such Revolving Facility LoansDate, (ii) to the Administrative Applicable Agent for the account of each Global Revolving Facility Lender the then unpaid principal amount of each Global Revolving Facility Loan made by such Lender to the U.S. Borrower on the Revolving Credit Maturity Date, (v) to the Applicable Agent for the account of each Lender the then unpaid principal amount of each Term Loan of made by such Lender as provided in Section 2.10 the applicable Incremental Facility Amendment and (iiivi) to the each Swingline Dollar Lender the then unpaid principal amount of each Swingline Dollar Loan applicable made by such Lender to any Class of Revolving Facility Commitments the U.S. Borrower on the earlier of (A) the Revolving Facility Credit Maturity Date for such Class and (B) the first date after such Swingline Dollar Loan is made that is the 15th or last day of a calendar month and is at least five Business Days after such Swingline Dollar Loan is made; provided, provided that on each date that a U.S. Revolving Facility Borrowing is made by the U.S. Borrower, the U.S. Borrower shall repay all Swingline Dollar Loans then outstanding. Each Foreign Subsidiary Borrower hereby unconditionally promises to pay (1) to the Applicable Agent for the account of each Global Revolving Facility Lender the then unpaid principal amount of each Global Revolving Facility Loan made by such Lender to such Foreign Subsidiary Borrower on the Revolving Credit Maturity Date, (2) to the Applicable Agent for the account of each Global Revolving Facility Lender the then unpaid principal amount of each Global Revolving Facility Loan made by such Lender to such Foreign Subsidiary Borrower on the Revolving Credit Maturity Date and (3) to each Swingline Foreign Currency Lender the then unpaid principal amount of each Swingline Foreign Currency Loan made by such Lender to such Foreign Subsidiary Borrower on the earlier of (I) the Revolving Credit Maturity Date and (II) the last day of the Interest Period applicable to such Swingline Foreign Currency Loan. (b) Each Lender shall maintain in accordance with its usual practice an account or accounts evidencing the indebtedness of the 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. (c) The Administrative Each Applicable Agent shall maintain accounts in which it shall record (i) the amount of each Loan made hereunder, the Facility and Type thereof and the Interest Period (if any) applicable thereto, (ii) the amount of any principal or interest due and payable or to become due and payable from the each Borrower to each Lender hereunder and (iii) any amount received by the Administrative such Applicable Agent hereunder for the account of the Lenders and each Lender’s share thereof. (d) The entries made in the accounts maintained pursuant to clause paragraph (b) or (c) of this Section shall be prima facie evidence of the existence and amounts of the obligations recorded therein; provided, provided that the failure of any Lender or the Administrative an Applicable Agent to maintain such accounts or any error therein shall not in any manner affect the obligation of the any Borrower to repay the Loans in accordance with the terms of this Agreement. (e) Any Lender may request that Loans made by it be evidenced by a promissory note (a “Note”)note. In such event, the applicable 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 form approved by the Administrative Agent and reasonably acceptable to the BorrowerApplicable Agent. Thereafter, unless otherwise agreed to by the applicable Lender, 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 payable to the order of the payee named therein (or, if requested by such payeepromissory note is a registered note, to such payee and its registered assigns).

Appears in 1 contract

Samples: Credit Agreement (TRW Automotive Holdings Corp)

Repayment of Loans; Evidence of Debt. (a) The Borrower hereby unconditionally promises to pay (i) to the Administrative Agent for the account of each Revolving Facility Lender the then unpaid principal amount of each Revolving Facility Loan to the Borrower on the Revolving Facility Maturity Date applicable to such Revolving Facility LoansDate, (ii) to the Administrative Agent for the account of each Term B Lender the then unpaid principal amount of each Term B Loan of such Lender to the Borrower on such dates and in such amounts as provided in Section 2.10 and (iii) to the Swingline Lender the then unpaid principal amount of each Swingline Loan applicable made to any Class of Revolving Facility Commitments the Borrower on the earlier of the Revolving Facility Maturity Date for such Class and the first date after such Swingline Loan is made that is the 15th or last day of a calendar month and is at least five seven Business Days after such Swingline Loan is made; provided, provided that on each date that a Revolving Facility Borrowing (other than a Borrowing that is required to finance the reimbursement of an L/C Disbursement as contemplated by Section 2.05(e)) is made by the Borrower, the Borrower shall repay all Swingline Loans then outstanding. (b) Each Lender shall maintain in accordance with its usual practice an account or accounts evidencing the indebtedness of 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. (c) The Administrative Agent shall maintain accounts in which it shall record (i) the amount of each Loan made hereunder, the Facility and Type thereof and the Interest Period (if any) applicable thereto, (ii) the amount of any principal or interest due and payable or to become due and payable from the Borrower to each Lender hereunder and (iii) any amount received by the such Administrative Agent hereunder for the account of the Lenders and each Lender’s share thereof. (d) The entries made in the accounts maintained pursuant to clause paragraph (b) or (c) of this Section shall be prima facie evidence of the existence and amounts of the obligations recorded therein; provided, 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 obligation of the Borrower to repay the Loans in accordance with the terms of this Agreement. (e) Any Lender may request that Loans made by it to the Borrower be evidenced by a promissory note (a “Note”)substantially in the form of Exhibit H-1 or Exhibit H-2, as applicable. In such event, the 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 form approved by the Administrative Agent and reasonably acceptable to the BorrowerAgent. Thereafter, unless otherwise agreed to by the applicable Lender, 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 payable to the order of the payee named therein (or, if requested by such payeepromissory note is a registered note, to such payee and its registered assigns).

Appears in 1 contract

Samples: Credit Agreement (Chart Industries Inc)

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