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 (Fuller H B 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 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. (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 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. (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 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 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 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 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 (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 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. (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 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 Communications, Inc.), Credit Agreement (Hughes Network Systems, LLC), Credit Agreement (Hughes Communications, 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 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 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 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 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 Credit Loan of such Lender made to the Borrower on the Revolving Facility Maturity Date applicable to for such Revolving Facility Loans, Loans and (ii) to the Swingline Lender the then unpaid principal amount of each Swingline Loan in accordance with Section 2.5(b), or in each case, on such earlier date on which the Loans become due and payable pursuant to Section 7. The Borrower hereby further agrees to pay interest on the unpaid principal amount of the Loans made to the Borrower from 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 Section 2.11. Each Subsidiary Borrower hereby unconditionally promises to pay to the Administrative Agent for the account of each Lender the then unpaid principal amount of each Term Revolving Credit Loan of such Lender as provided in made to such Subsidiary Borrower on the Maturity Date or on such earlier date on which Loans become due and payable pursuant to Section 2.10 and (iii) 7. Each Subsidiary Borrower hereby further agrees to pay interest on the Swingline Lender the then unpaid principal amount of each Swingline Loan applicable the Loans made to any Class of Revolving Facility Commitments such Subsidiary Borrower from time to time outstanding from the Closing Date until payment in full thereof at the rates per annum, and 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 Section 2.11. (b) The Borrower unconditionally promises to pay to the Administrative Agent, for the account of each Lender that makes a Competitive Loan to the Borrower, on the last day of the Interest Period applicable to such Competitive Loan, the principal amount of such Competitive Loan. The Borrower further unconditionally promises to pay interest on each such Competitive Loan for the period from and including the date of Borrowing of such Competitive Loan on the unpaid principal amount thereof from time to time outstanding at the applicable rate per annum determined as provided in, and payable as specified in, Section 2.11. Each Subsidiary Borrower unconditionally promises to pay to the Administrative Agent, for the account of each Lender that makes a Competitive Loan to such Subsidiary Borrower, on the last day of the Interest Period applicable to such Competitive Loan, the principal amount of such Competitive Loan made to such Subsidiary Borrower. Each Subsidiary Borrower further unconditionally promises to pay interest on each such Competitive Loan made to such Subsidiary Borrower for the period from and including the date of Borrowing of such Competitive Loan on the unpaid principal amount thereof from time to time outstanding at the applicable rate per annum determined as provided in, and payable as specified in, Section 2.11. (c) Each Lender shall maintain in accordance with its usual practice an account or accounts evidencing the indebtedness of the Borrower and any Subsidiary 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. (cd) The Administrative Agent shall maintain accounts the Register pursuant to Section 10.3(e), and a subaccount therein for each Lender, in which it shall record be recorded (i) the amount of each Loan made hereunder, the Facility and Interest Rate 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 and any Subsidiary 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 or any Subsidiary Borrower and each Lender’s share thereof. (de) The entries made in the Register and the accounts of each Lender maintained pursuant to clause (b) or (c) of this Section shall 2.10 shall, to the extent permitted by applicable law, be prima facie evidence of the existence and amounts of the obligations recorded thereinof the Borrower and any Subsidiary 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 or any Subsidiary Borrower to repay (with applicable interest) the Loans made to the Borrower or the relevant Subsidiary 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).

Appears in 2 contracts

Samples: Credit Agreement (Wyndham Worldwide Corp), Credit Agreement (Wyndham Worldwide 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 (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 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 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 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 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 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 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 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 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 Borrower hereby irrevocably 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 of such 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 Term Lender, the then unpaid principal amount of each Term Loan of such Lender on the Term Loan Maturity Date, (iii) to the Administrative Agent for the account of each Extending Lender, the then unpaid principal amount of each Extended Loan of such Extending Lender on the applicable Revolving Credit Maturity Date or Term Loan Maturity Date, as provided in Section 2.10 the case may be 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 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 mademade (or such earlier date, and to the extent that, each such Loan becomes due and payable pursuant to Section 2.05 or Article VII, as applicable); provided, provided that on each date that a Revolving Facility Credit Borrowing is made by the Borrowermade, the Borrower shall repay all Swingline Loans then outstandingthat were outstanding on the date such Borrowing was requested. Borrower hereby further agrees to pay interest in immediately available funds at the applicable office of the Administrative Agent (as specified in Section 2.13(a)) on the unpaid principal amount of the Revolving Loans, Swingline Loans and Term Loans made to them from time to time from the date hereof until payment in full thereof at the rates per annum, and on the dates, set forth in Section 2.08. All payments required hereunder shall be made in Dollars. (b) Each Lender shall maintain in accordance with its usual practice an account or accounts evidencing the 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. (c) The Administrative Agent shall maintain accounts the Register pursuant to Section 9.04(d), 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 hereundersuch Loan, the Facility Class and Type thereof of each such Loan 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 in respect of each such Loan and (iii) the amount of any amount sum received by the Administrative Agent hereunder for the account from Borrower in respect of the Lenders each such Loan and each Lender’s share thereof. (d) The entries made in the Register and accounts maintained pursuant to clause paragraphs (b) or and (c) of this Section shall 2.07 and the Notes maintained pursuant to paragraph (e) of this Section 2.07 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, however, 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 Loans made to Borrower by such Lender in accordance with the terms of this Agreement. (e) Any Lender may request that The Loans of each Class made by it each Lender to Borrower shall, if requested by the applicable Lender (which request shall be made to the Administrative Agent), be evidenced by a promissory note (a “Note”). In such eventsingle Note duly executed on behalf of Borrower, in substantially the Borrower shall prepareform attached hereto as Exhibit F-1 or F-2, execute and deliver to such Lender a promissory note as applicable, with the blanks appropriately filled, 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 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: Credit Agreement (Lifepoint Health, Inc.), Credit Agreement (Lifepoint Hospitals, 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 the appropriate Revolving Facility Credit 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 Credit Termination Date applicable (or on such earlier date on which the Loans become due and payable pursuant to such Revolving Facility Loans, Section 8) and (ii) the principal amount of each Tranche B Term Loan of such Tranche B Term Loan Lender 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 8). The Borrower hereby further agrees to pay interest on the then unpaid principal amount of each Term Loan of such Lender as provided the Loans from time to time outstanding from the date hereof 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 outstanding2.13. (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 2.6(c) 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 execute and deliver to such Lender a promissory note payable to such Lender (orof the Borrower 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 F-1 or F-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 2 contracts

Samples: Credit Agreement (Nationwide Credit Inc), Credit Agreement (Nationwide Credit 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 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 Lender, the then unpaid principal amount of each Revolving Facility Loan to the Borrower and Revolving Borrowing of such Revolving Lender on the Revolving Facility Maturity Date applicable to such Revolving Facility LoansCommitment Termination Date, (ii) to the Administrative Agent for the account of each Lender thereof, 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 and Competitive Loan, (iii) to the Swingline Lender Lender, the then unpaid principal amount of each Foreign Currency Swingline Loan applicable to any Class of Revolving Facility Commitments on the earlier Revolving Commitment Termination Date, and (iv) the amounts specified in Sections 2.09 and 2.12 on the dates specified in each such Section. The Borrower hereby further agrees to pay interest on the unpaid principal amount of the Revolving Facility Maturity Date for such Class and the first date after such Swingline Loan is Loans 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 to the Borrower, from time to time outstanding from the Borrower shall repay all Swingline Loans then outstandingdate hereof until payment in full thereof at the rates per annum, and on the dates set forth in Section 2.14. (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 hereunderhereunder and the Available Currency in which such indebtedness is due. (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 thereof, the Available Currency in which it is denominated 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 2.11 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 2 contracts

Samples: Credit Agreement (Trinity Industries Inc), Credit Agreement (Trinity Industries 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 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 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 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 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 principal of the Additional Term Loan shall be repayable, ratably, in consecutive quarterly installments, each such installment to be due and payable on the last day of each fiscal quarter, commencing with the fiscal quarter ending June 30, 2021, in an amount equal to $53,000; provided, however, that the last such Lender as provided installment shall be in Section 2.10 and (iii) the amount necessary to repay in full the Swingline Lender the then unpaid principal amount of each Swingline the Term Loan applicable to any Class of Revolving Facility Commitments on the earlier Final Maturity Date. The outstanding unpaid principal of the Revolving Facility Term Loan and all accrued and unpaid interest thereon, shall be due and payable in full on the 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 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 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 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 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: Aircraft Dry Lease (Williams Companies Inc), Master Lease Agreement (Williams Companies Inc)

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 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 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: First Lien Credit Agreement (Rackspace Technology, Inc.), Incremental Assumption and Amendment Agreement (Rackspace Technology, 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) 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 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 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 Credit Lender the then unpaid principal amount of each such Lender’s Revolving Facility Loan to the Borrower Credit Loans on the Revolving Facility Credit Maturity Date applicable to such Date. In addition, if following any reduction in the Revolving Facility Loans, (ii) to Credit Commitments or at any other time the Administrative Agent for the account of each Lender the then unpaid aggregate 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 Credit Exposure shall exceed 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 aggregate Revolving Facility Borrowing is made by the BorrowerCredit Commitments, the Borrower shall first, repay all Swingline the Swing Loans, second, repay the Revolving Credit Loans, and third, provide cover for LC Exposure as specified in Section 2.4(i), in an aggregate amount equal to such excess. If at any time the aggregate principal amount of Swing Loans outstanding exceeds the Swing Loan Commitment, then the Borrower shall forthwith repay Swing Loans then outstandingoutstanding in an amount equal to such excess, together with accrued interest. (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 (or in the case of the Swing Loans, the Swing Loan Lender ) 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 2.10 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. (e) Any If so requested by any Lender may request that Loans made by it be evidenced by a promissory note (a “Note”). In such eventwritten notice to the Borrower, the Borrower shall prepare, execute and deliver to such Lender Lender, a promissory note payable to Revolving Credit Note in the principal amount of such Lender (or, if Lender’s Revolving Credit Commitment. If so requested by such Lender, to such the Swing Loan Lender and its registered assigns) and in a form approved by the Administrative Agent and reasonably acceptable written notice to the Borrower. Thereafter, unless otherwise agreed to by the applicable Lender, the Loans evidenced by such promissory note Borrower shall prepare, execute 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 deliver to the payee named therein (or, if requested by such payee, to such payee and its registered assigns)Swing Loan Lender the Swing Loan Note in the principal amount of the Swing Loan Commitment.

Appears in 2 contracts

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

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 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 (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 assigns2.09(b) 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).2.09

Appears in 1 contract

Samples: Credit Agreement (Williams Communications 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 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 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 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 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 Agent shall apply all immediately available funds credited to the DBTCA 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 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 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) 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 1 contract

Samples: Credit Agreement (Neiman Marcus 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 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 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)

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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 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 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) 2.10. The Borrower unconditionally promises to pay to the Administrative Agent for the account of each Lender the then unpaid principal amount of each Revolving Loan of such Lender made to the Borrower on the Revolving Maturity Date and, 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 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 Loan 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 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 primafacie evidence of the existence and amounts of the obligations recorded therein; provided, provided that (i) 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 AgreementAgreement and (ii) in the event of any conflict with the Register, the Register shall govern absent manifest error. (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 the delivery of any such note shall not be a form approved by the Administrative Agent and reasonably acceptable condition precedent to the Borrowerany 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 1 contract

Samples: Credit Agreement (Micro Focus International PLC)

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, (ii14) to the Administrative Agent for the account of each Lender the then unpaid principal amount of each Term Revolving Loan on the Maturity Date, (15) 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, (iii) to the Swingline Lender Lender, the unpaid principal amount of each Swingline Loan on the Maturity Date, and (iv) to the Administrative Agent the then unpaid principal amount of each Swingline Loan applicable to any Class of Revolving Facility Commitments Overadvance on the earlier earliest of the Revolving Facility Maturity Date for such Class and Date, the first date thirtieth (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 and demand by the Borrower, the Borrower shall repay all Swingline Loans then outstandingAdministrative Agent. (b) During any Cash Dominion Trigger Period, on each Business Day, the Administrative Agent shall apply all funds credited to the Collection Account (other than a Collection Account of a UK Borrower) 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 Protective Advances and Overadvances that may be outstanding, pro rata, second to prepay the Revolving Loans (including Swingline Loans) and third to cash collateralize outstanding LC Exposure. Subject to the terms and conditions of Section 5.18, on each Business Day all funds standing to the credit of Collection Accounts of a UK Borrower shall in the Permitted Discretion of the Administrative Agent either be transferred to another account, not being a Collection Account, of that UK Borrower or applied first to prepay any Protective Advances and Overadvances that may be outstanding from that UK Borrower, pro rata, second to prepay the Revolving Loans (including Swingline Loans) outstanding from that UK Borrower and third to cash collateralize outstanding LC Exposure in respect of that UK Borrower and with the balance, in the Permitted Discretion of the Administrative Agent, either being retained in that Collection Account or transferred to another account, not being a Collection Account, of that UK Borrower, in each case unless the Administrative Agent otherwise requires when an Event of Default is continuing. Notwithstanding the foregoing, to the extent any funds credited to the Collection Accounts constitute Net Proceeds, the application of such Net Proceeds shall be subject to Section 2.11(c). (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 (i16) the amount of each Loan made hereunder, the Facility Agreed Currency, Class, and Type thereof and the Interest Period (if any) applicable thereto, (ii17) 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 (iii18) the amount of any amount sum received by the Administrative Agent hereunder for the account of the Lenders Xxxxxxx and each Lender’s share thereof. (de) The entries made in the accounts maintained pursuant to clause (b) or paragraph (c) and paragraph (d) of this Section 2.10 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 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 (Tetra 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 of such Revolving Lender on the Revolving Facility Maturity Date applicable to such Revolving Facility LoansDate, (ii) to the Administrative Agent for the account of each Term Lender (A) the then unpaid principal amount of each Term Loan of such Term Lender as provided in Section 2.10 and (B) the then unpaid principal amount of each Term Loan of such Term Lender on the Term Loan Maturity Date and (iii) to the Administrative Agent for the account of 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 ten 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 '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 1 contract

Samples: Credit Agreement (Allied Waste 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 Credit Lender the then unpaid principal amount of each such Lender’s Revolving Facility Loan to the Borrower Credit Loans on the Maturity Date. In addition, if following any reduction in the Revolving Facility Maturity Date applicable to such Revolving Facility Loans, (ii) to Credit Commitments or at any other time the Administrative Agent for the account of each Lender the then unpaid aggregate 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 Credit Exposure shall exceed 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 aggregate Revolving Facility Borrowing is made by the BorrowerCredit Commitment, the Borrower shall first, repay all Swingline the Swing Loans, second, repay the Revolving Credit Loans, and third, provide cover for LC Exposure as specified in Section 2.4(i), in an aggregate amount equal to such excess Revolving Credit Exposure or shortfall in the Available Amount. If at any time the aggregate principal amount of Swing Loans outstanding exceeds the Swing Loan Commitment, then the Borrower shall forthwith repay Swing Loans then outstandingoutstanding in an amount equal to such excess, together with accrued interest. (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 (or in the case of the Swing Loans, the Swing Loan Lender) 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 2.10 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. (e) Any If so requested by any Lender may request that Loans made by it be evidenced by a promissory note (a “Note”). In such eventwritten notice to the Borrower, the Borrower shall prepare, execute and deliver to such Lender Lender, a promissory note payable to Revolving Credit Note in the principal amount of such Lender (or, if Lender’s Revolving Credit Commitment. If so requested by such Lender, to such the Swing Loan Lender and its registered assigns) and in a form approved by the Administrative Agent and reasonably acceptable written notice to the Borrower. Thereafter, unless otherwise agreed to by the applicable Lender, the Loans evidenced by such promissory note Borrower shall prepare, execute 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 deliver to the payee named therein (or, if requested by such payee, to such payee and its registered assigns)Swing Loan Lender the Swing Loan Note in the principal amount of the Swing Loan Commitment.

Appears in 1 contract

Samples: Credit Agreement (Lbi Media Holdings Inc)

Repayment of Loans; Evidence of Debt. (a) The Borrower 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, other than Letters of Credit that expire following the Revolving Credit Maturity Date for which the Borrower provides or has provided cash collateral in an amount equal to the Stated Amount of such Letter of Credit. The Borrower hereby unconditionally promises to pay (i) to the Swingline Lender or, the to the extent required by Section 2.15(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 10 Business Days after such Swingline Loan is made; provided, provided that on each date that a Revolving Facility Borrowing Credit Loan 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 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 Loan made hereunder, the Facility and Type thereof of each 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 (b) or paragraphs (c) and (d) 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 it 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) Any Lender may request that Loans All payments to be 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 any Lender hereunder shall be made in accordance with the Borrower. Thereafter, unless otherwise agreed to by payment instructions of such Lender set forth on the applicable Lender, the Loans evidenced by signature page of 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 (Lender hereunder or, if requested by such payeeLender is an Assignee, to set forth in the Assignment and Acceptance of such payee and its registered assigns)Lender.

Appears in 1 contract

Samples: Revolving Credit Agreement (ITC Holdings 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 Revolving Facility Lender Maturity Date, the then unpaid principal amount of the U.S. Revolving Loans of such Lender, (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 and (iiiii) 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 6.16. (b) Each of the Borrowers hereby unconditionally promises to pay to the Japanese Administrative Agent for the account of each Japanese Lender (i) on the Revolving Maturity Date, the then unpaid principal amount of its Japanese Revolving Loans and (iiiii) to the Swingline Lender the then unpaid principal amount of each Swingline Competitive Loan applicable made by such Japanese 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. (bc) Each of the Borrowers hereby unconditionally promises to pay to the European Administrative Agent for the account of each Multicurrency Lender (i) on the Revolving Maturity Date, the then unpaid principal amount of its Multicurrency Revolving Loans and (ii) the then unpaid principal amount of each Competitive Loan made by such Multicurrency Lender to such Borrower on the last day of the Interest Period applicable to such Loan. (d) 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 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 payee named therein (or, if requested by such payee, to such payee and its registered assigns).

Appears in 1 contract

Samples: Credit Agreement (Zimmer Holdings Inc)

Repayment of Loans; Evidence of Debt. (a) The Each Borrower hereby unconditionally promises to pay (i) on the Maturity Date 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 denominated in Dollars owed by such Revolving Facility LoansBorrower, (ii) on the Maturity Date to Chase Manhattan International Limited for the account of each Revolving Lender the then unpaid principal amount of each Revolving Loan denominated in an Alternative Currency owed by such Borrower, (iii) on the Maturity Date to the Administrative Agent for the account of each U.S. Lender the then unpaid principal amount of each Term U.S. Loan of owed by such Lender as provided in Section 2.10 and Borrower, (iiiiv) to the Administrative Agent (or, in the case of an Alternative Currency Borrowing, Chase Manhattan International Limited) for the account of each Revolving 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, (v) 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 or U.S. 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 (vi) 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, Chase Manhattan International Limited) shall maintain accounts in which it shall record (i) the amount of each Loan made hereunder, the Facility Borrower 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 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, Chase Manhattan International Limited) 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 Lender, the Administrative Agent (or, in the case of an Alternative Currency Borrowing, Chase Manhattan International Limited) to maintain such accounts or any error therein shall not in any manner affect the obligation of the any 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, Chase Manhattan International Limited) of each such Loan and of each payment of principal is respect thereof.

Appears in 1 contract

Samples: Revolving Credit Agreement (Fortune Brands Inc)

Repayment of Loans; Evidence of Debt. (a) The Borrower hereby unconditionally promises to pay pay: (i) Subject to Section 2.19, 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) to the Administrative Agent for the account of each Lender Term Lender, the then unpaid outstanding principal amount of each such Lender’s Term Loans on the Term Loan of such Lender as provided in Section 2.10 and Maturity Date; 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 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 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 (bSection 2.09(b) or (cand Section 9.04(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 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 the form approved by the Administrative Agent and reasonably acceptable to the Borrower. attached as Exhibit G. 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 Each Borrower hereby unconditionally promises to pay pay, without regard to any rights of setoff or counterclaim, (i) to the U.S. Administrative Agent for the account of each U.S. $ Revolving Facility Lender the then unpaid principal amount of each U.S. $ Revolving Facility Loan to the Borrower of such Lender on the earlier of the date of termination of the U.S. $ Revolving Facility Commitments and the Revolving Maturity Date applicable to such Revolving Facility LoansDate, (ii) to the U.S. Administrative Agent for the account of each Additional Revolving Lender the then unpaid principal amount of each Additional Revolving Loan of such Lender on the earlier of the date of termination of the Additional Revolving Commitment and the Revolving Maturity Date, (iii) to the U.S. Administrative Agent for the account of each Term Loan Lender the then unpaid principal amount of each Term Loan of such Lender as provided in Section 2.10 and 2.10, (iiiiv) to the U.S. Swingline Lender the then unpaid principal amount of each U.S. $ Swingline Loan applicable on the earliest of the date of termination of the U.S. $ Revolving Commitments and the Revolving Maturity Date, (v) to any Class the Canadian Administrative Agent for the account of each C $ Revolving Facility Commitments Lender the then unpaid principal amount of each C $ Revolving Loan of such Lender on the earlier of the date of termination of the C $ Revolving Facility Commitments and the Revolving Maturity Date for such Class and (vi) to the Canadian Swingline Lender the then unpaid principal amount of each C $ Swingline Loan on the earliest of the date of termination of the C $ Revolving Commitments and the first date after such Swingline Loan is made Revolving Maturity Date, provided 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 (A) on each date that a U.S. $ Revolving Facility Borrowing is made by the Borrowermade, the U.S. Borrower shall repay all U.S. $ Swingline Loans then outstanding and (B) on each date that a C $ Revolving Borrowing is made, the Canadian Borrower shall repay all C $ 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 Lender, 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 will record (i) the amount of each Loan made and the Credit Facility under which each Loan is made hereunder, (ii) the Facility and Type thereof of each Loan made and the Interest Period (if anya Eurodollar Borrowing) or maturity date and Contract Period (if a B/A Borrowing) applicable thereto, (iiiii) with respect to each C $ Revolving Loan, (A) the Denomination Date for such Loan, (B) the Assigned Dollar Value for such Loan and (C) the Spot Exchange Rate used to calculate such Assigned Dollar Value, (iv) 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 (iiiv) the amount of any amount sum received by the such Administrative Agent hereunder for from the account of the Lenders applicable Borrower 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 Agents 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 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 applicable 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 (Wesco Distribution 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) #91301181v32 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: First Lien Credit Agreement (GoodRx Holdings, Inc.)

Repayment of Loans; Evidence of Debt. (a) The Borrower Each of the U.S. Borrowers 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 1 contract

Samples: Credit Agreement (Zimmer Holdings Inc)

Repayment of Loans; Evidence of Debt. (a) The Each Borrower hereby unconditionally promises to pay (i) to the Administrative Agent for the ratable account of each Revolving Facility Lender Lender, the then unpaid principal amount of each Revolving Facility Loan made to the Borrower it (and all accrued and unpaid interest thereon) 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 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 7 calendar month and is at least five Business Days days after such Swingline Loan is made; provided, provided that on each date that a borrowing of Revolving Facility Borrowing Loans is made by the Borrowermade, the Borrower shall repay all Swingline Loans then outstandingoutstanding shall be repaid. If the Credit Exposure at any time exceeds the aggregate of all Revolving Commitments, the Borrowers shall comply with Section 2.08(a). All payments or repayments of Loans made pursuant to this Section 2.07(a) shall be made in the Loan Currency in which such Loan is denominated. (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 Type and Type Loan 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 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 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 the order of such Lender and its registered assigns) and substantially in a the form approved by of with respect to Loans, in the Administrative Agent and reasonably acceptable to the Borrowerform of revolving loan note or swingline loan note, as applicable, attached hereto as Exhibits E or F, as applicable. 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 9.0411.05) 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: Senior Unsecured Revolving Credit Agreement (Teva Pharmaceutical Industries LTD)

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 Initial Term Loan to the Borrower on the Revolving Facility Maturity Date applicable to 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 1 contract

Samples: Credit 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 of each Revolving Facility Lender the then unpaid principal amount of each Revolving Facility Loan to the owed by such Borrower on the Revolving Facility Maturity Date applicable to in the currency of such Revolving Facility LoansLoan, (ii) to the Administrative Agent for the account of each Lender the then unpaid principal amount of each Term Competitive Loan owed by such Borrower on the last day of the Interest Period applicable to such Lender as provided in Section 2.10 Loan and (iii) in the case of the 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 Company 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 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 Borrower thereof, the 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 be evidenced by (i) a Revolving Loan promissory note substantially in the form of Exhibit D-1 (or such other form approved by the applicable Borrower and the Administrative Agent, such approval not to be unreasonably withheld) or (ii) a “Note”Competitive Loan promissory note substantially in the form of Exhibit D-2 (or such other form approved by the applicable Borrower and the Administrative Agent, such approval not to be unreasonably withheld). 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 9.0410.04) 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 (Hubbell 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 Credit Lender the then unpaid principal amount of each Revolving Facility Loan made to the Borrower it on the Revolving Facility Maturity Date applicable to such Revolving Facility LoansDate, (ii) to the Administrative Agent for the account of each Revolving Credit Lender the then unpaid principal amount of each Competitive Loan made to it by such Revolving Credit Lender on the last day of the Interest Period applicable to such Loan, (iii) to the Swingline Lenders the then unpaid principal amount of each Swingline Loan made to it on the earliest of (A) the Revolving Credit Maturity Date, (B) the maturity date of such Swingline Loan, as notified to the Swingline Lenders in the applicable request therefor and (C) the next date on which a Revolving Borrowing or Competitive Borrowing is made, and (iv) to the Administrative Agent for the account of each Term Lender the then unpaid principal amount of each Term Loan of such Lender as provided in Section 2.10 and (iii) made to the Swingline Lender the then unpaid principal amount of each Swingline Loan applicable to any Class of Revolving Facility Commitments it on the earlier of the Revolving Facility Term 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. (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 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 '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 may request that Loans made by it be evidenced by a promissory note (a “Note”)notes. 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 reasonably approved by the Borrower 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 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 (Verizon Wireless Inc)

Repayment of Loans; Evidence of Debt. (a) The Each Borrower hereby unconditionally unconditionally, jointly and severally, 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 Outstanding Amount of each Revolving Loan and all other Revolving Principal Obligations on the Revolving Loan Maturity Date. At the request of each Lender, the Revolving Loans made by such Lender shall be evidenced by a Revolving Note payable to such Lender in the amount of such Xxxxxx’s Revolving Commitment. (b) The Borrower shall repay each Term Swing Line Loan on the earlier to occur of (i) the date ten (10) Business Days after such Lender as provided in Section 2.10 Loan is made, and (iiiii) the Revolving Loan Maturity Date. (c) Each Borrower hereby unconditionally, jointly and severally, promises to pay to the Swingline Administrative Agent for the account of each applicable Term Lender the then unpaid principal Outstanding Amount of each tranche of Term Loans on the applicable Maturity Date thereof. At the request of each Term Lender, the Term Loans made by such Lender shall be evidenced by a Term Note payable to such Lender in the amount of each Swingline such Lender’s Term Loan applicable to any Class of Revolving Facility Commitments on the earlier Commitment 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 outstandingapplicable tranche.[Intentionally Omitted]. (bd) 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 LenderXxxxxx, 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 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. (df) 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, 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. (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 (Vinebrook Homes Trust, 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 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 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 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 Revolving Facility Lender Maturity Date, the then unpaid principal amount of the U.S. Revolving Loans of such Lender, (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 and (iiiii) 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 5.16. (b) Each of the Borrowers hereby unconditionally promises to pay to the Japanese Administrative Agent for the account of each Japanese Lender (i) on the Revolving Maturity Date, the then unpaid principal amount of its Japanese Revolving Loans and (iiiii) to the Swingline Lender the then unpaid principal amount of each Swingline Competitive Loan applicable made by such Japanese 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. (bc) Each of the Borrowers hereby unconditionally promises to pay to the European Administrative Agent for the account of each Multicurrency Lender (i) on the Revolving Maturity Date, the then unpaid principal amount of its Multicurrency Revolving Loans and (ii) the then unpaid principal amount of each Competitive Loan made by such Multicurrency Lender to such Borrower on the last day of the Interest Period applicable to such Loan. (d) 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 Section 12.04(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 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 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 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 9.0412.04) 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 (Zimmer Biomet 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 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 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 LoansDate, (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 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 in dollars or Competitive Borrowing in dollars is made by the a Borrower, the such Borrower shall repay all Swingline Loans of such 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 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 '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 (Dun & Bradstreet 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 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 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 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 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 Xxxxxx'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 1 contract

Samples: Credit Agreement (Canada Goose Holdings Inc.)

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 Revolving Facility Lender the then unpaid principal amount of each Revolving Facility Loan to the U.S. Borrower on the Revolving Facility Maturity Date applicable to such Revolving Facility LoansDate, (ii) to the Administrative Applicable 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 Dollar Lender the then unpaid principal amount of each Swingline Dollar 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 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 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 Revolving Facility Lender the then unpaid principal amount of each Revolving Facility Loan to such Foreign Subsidiary Borrower on the Revolving Facility Maturity Date and (ii) to each Swingline Euro Lender the then unpaid principal amount of each Swingline Euro Loan made by such Lender on the earlier of the Revolving Facility Maturity Date and the last day of the Interest Period applicable to such Swingline Euro 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 '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 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 (Nalco Energy Services Equatorial Guinea 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 (a) Non-Extended Term Loan, (b) Extended Term Loan or (c) New Tranche B Term Loan, in each case, 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. (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 (bSection 2.09(b) or and (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 1 contract

Samples: Credit Agreement (Shoreline Real Estate Partnership, LLP)

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 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 the applicable 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 for Revolving Facility Loans, (ii) to the Administrative Agent for the account of each the applicable Term 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 Swingline Administrative Agent for the account of the applicable Lender of any Class of Additional Tranche Term Loans the then unpaid principal amount of each Additional Tranche Term Loan of such Class as provided in the applicable Additional Tranche Term Loan Amendment and (iv) to the Administrative Agent for the account of the Swingline Loan Lender and any applicable Revolving Lenders, all Swingline Loans and all other amounts owed hereunder with respect to any Class of Revolving Facility Commitments the Swingline Loans on the earlier of (x) the Revolving Facility Maturity Date for such Class and the first date after such Swingline Loan which is made that is the 15th or last day of a calendar month and is at least five 10 Business Days after such Swingline Loan is made; provided, that on each the incurrence thereof and (y) the date that a of termination of the Revolving Facility Borrowing is made by the Borrower, the Borrower shall repay all Swingline Loans then outstandingCommitments. (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, if applicable, 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 BorrowerAdministrative 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 (Healthsouth 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 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 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 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 outstandingoutstanding and (iii) to the Administrative Agent for the account of each applicable Lender, on the first Business Day of each calendar quarter (each such date being called a “Repayment Date”), commencing on April 1, 2013, a principal amount of the Term Loans in an amount equal to 2.50% of the original principal amount of the Term Loans with the remaining balance thereof payable on the Term 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 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 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). (f) 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: Credit Agreement (Emmis Communications Corp)

Repayment of Loans; Evidence of Debt. (a) The Borrower hereby unconditionally promises to pay (i) Borrowers have executed and delivered to the Administrative Agent for the account benefit of each Revolving Facility Lender in order to evidence the then unpaid Term Loans made by such Lender to the Borrowers under such Lender's Term Loan Commitment, Term Notes, which are (i) in the principal amount of each Revolving Facility such Lender's applicable maximum Term Loan to the Borrower on the Revolving Facility Maturity Date applicable to such Revolving Facility Loans, Commitment and (ii) to in substantially the Administrative Agent for form attached hereto as Exhibit F, with the account of each Lender the then unpaid blanks appropriately filled. The outstanding principal amount balance of each Term Loan Note shall be payable in equal quarterly installments of principal in an amount equal to $1,500,000 times the applicable Lender's pro rata share of the aggregate Term Loans, with such Lender as provided in Section 2.10 payments to be due on May 1, 2003 and (iii) on the first day of each August, November, February and May thereafter prior to the Swingline Lender Term Maturity Date. On the then Term Maturity Date, the entire unpaid principal amount of each Swingline Loan applicable to any Class of Revolving Facility Commitments on the earlier balance of the Revolving Facility Maturity Date for such Class Term Loans shall be due 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 outstandingpayable. (b) Each Lender Term Note shall maintain in accordance with its usual practice an account or accounts evidencing bear interest on the indebtedness of the Borrower to such Lender resulting from each Loan made by such Lender, including the amounts of unpaid principal and interest payable and paid to such Lender amount thereof from time to time hereunderoutstanding at the rate per annum determined as specified in Section 2.11 payable on each Interest Payment Date and at maturity, commencing with the first Interest Payment Date following the date of such Term Note. (c) The Borrowers shall execute and deliver to the Administrative Agent for each Lender a Revolving Note to evidence the Revolving Loans made by such Lender to the Borrowers under such Lender's aggregate Revolving Loan Commitment, which shall maintain accounts in which it shall record be (i) in the principal amount of each such Lender's Revolving Loan made hereunder, the Facility Commitment and Type thereof and the Interest Period (if any) applicable thereto, (ii) in substantially the amount form attached hereto as Exhibit G, with the blanks appropriately filled. The outstanding principal balance of any principal or interest due and each Revolving Note shall be payable or to become due and payable from on 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 thereofRevolving Maturity Date. (d) The entries made Each Revolving Note shall bear interest on the unpaid principal amount thereof from time to time outstanding at the rate per annum determined as specified in the accounts maintained pursuant to clause (b) or (c) of this Section shall be prima facie evidence of the existence 2.11 payable on each Interest Payment Date and amounts of the obligations recorded therein; providedat maturity, 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 commencing with the terms first Interest Payment Date following the date of this Agreementsuch Revolving Note. (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 (Conns Inc)

Repayment of Loans; Evidence of Debt. (a) The Borrower hereby unconditionally promises to pay (i) to the Administrative Agent for the ratable account of each Revolving Facility Lender the then unpaid principal amount of each Revolving Facility Loan to the Borrower AcquisitionLender on the Revolving Facility Maturity Date applicable to such Revolving Facility LoansLender the then unpaidaggregate principal amount of each Acquisition Loan on the Acquisition Loan Maturity Date, (ii) to the Administrative Agent for the account of each Revolving Lender the then unpaid principal 64 Cleco CorporationCorporate Holdings LLC Credit Agreement 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 Swinglineall 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, 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 substantially the form of Exhibit F-1 in the case of Acquisition Loans and Exhibit F-2 in the case of Revolving LoansF. In such event, the Borrower shall prepare, execute and deliver to such Lender a promissory note 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 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 order of the payee named therein (or, if requested by such payeeNote is a registered note, 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 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 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 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 Domestic Borrower, the Domestic 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 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 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 J. In such event, the each such 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 (Dresser-Rand Group 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 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.)

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