Notes and Loan Accounts Sample Clauses

Notes and Loan Accounts. (a) The Loans made by each Lender shall, at the request of such Lender, be evidenced by a duly executed Note. Alternatively or in addition thereto, each Lender may, in accordance with its usual practice, maintain an account or accounts in respect of Loans made by it pursuant to its Commitment in respect of any Facility. Any entries made by such Lender on the back of any Note or on any grid appended thereto and any entries made by any such Lender in maintenance of any such account, with respect to the principal amount of any Loan made by such Lender, any interest accrued thereon and any payments made by the Relevant Borrower in respect of the outstanding principal amount of any such Loan or any interest accrued thereon shall, to the extent not inconsistent with the notations made by the Administrative Agent in the Register and absent manifest error, constitute conclusive evidence of the amount of the Indebtedness, at any particular time and from time to time, owing by the Relevant Borrower to such Lender in respect of the Relevant Facility. Notwithstanding the foregoing, the failure by any Lender to obtain any such Note from any Borrower or to maintain any such account or to make any such entries thereon or therein shall not limit or prejudice any claim by such Lender against any such Borrower in respect of such Borrower’s Indebtedness to such Lender hereunder. (b) The Administrative Agent, on behalf of each Borrower, shall maintain at its address referred to in Section 11.1, a copy of each Assignment Agreement delivered to it and a register (the “Register”) for the recordation of the names and addresses of the Lenders and the Commitment of, and the principal amount of and interest on the Loan owing to, and the Notes evidencing such Loans owned by, each Lender from time to time. Failure to make any recordation, or any error in such recordation, shall not affect any Borrower’s obligation in respect of such Loans. Notwithstanding anything in this Agreement to the contrary, the Borrowers, the Administrative Agent and the Lenders shall treat each Person whose name is recorded in the Register as the owners of the Loan, the Notes and the Commitments recorded therein for the purpose of this Agreement. The entries in the Register shall be conclusive, absent manifest error, and the parties hereto shall treat each person whose name is recorded in the Register as the owner of an Extension of Credit or other Obligation hereunder as the owner thereof for all purposes of...
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Notes and Loan Accounts. (a) The Revolving Loans shall be payable in accordance with the terms and provisions of this Agreement and shall be evidenced by the Revolving Note. The Revolving Note shall be issued by the Company to the Lender and shall be duly executed and delivered by the Authorized Signatories. (b) The Lender shall open and maintain on its books in the name of the Company a loan account with respect to the Revolving Loans and interest thereon. The Lender shall debit such loan account for the principal amount of each Advance
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Notes and Loan Accounts. (a) The Revolving Loans shall be payable in accordance with the terms and provisions of this Agreement and shall be evidenced by the Revolving Note. The Completion Fee Loan shall be payable in accordance with the provisions of this Agreement and shall be evidenced by the Completion Fee Note. The Revolving Note and Completion Fee Note shall be issued by the Company to the Lender and shall be duly executed and delivered by the Authorized Signatories. (b) The Lender shall open and maintain on its books in the name of the Company loan accounts with respect to the Revolving Loans and Completion Fee Loan and interest thereon. The Lender shall debit such loan account for the principal amount outstanding and accrued interest thereon, and shall credit each such loan account for each payment on account of principal of or interest on the Revolving Loans and Completion Fee Loan. The records of the Lender with respect to the loan accounts shall be prima facie evidence of the Revolving Loans and Completion Fee Loan and accrued interest thereon but the failure to maintain such records shall not impair the obligation of the Company to repay Indebtedness hereunder. (i) Amendment to Section 2.2. Section 2.2 of the Credit Agreement, Conditions Precedent to Each Advance Subsequent to the Agreement Date, is hereby modified and amended by deleting the section in its entirety and by substituting the following in lieu thereof:
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Notes and Loan Accounts. (a) The Revolving Loans shall be payable in accordance with the terms and provisions of this Agreement and shall be evidenced by the Revolving Note. The Revolving Note shall be issued by the Company to the Lender and shall be duly executed and delivered by the Authorized Signatories. (b) The Lender shall open and maintain on its books in the name of the Company a loan account with respect to the Revolving Loans and interest thereon. The Lender shall debit such loan account for the principal amount of each Advance and accrued interest thereon, and shall credit such loan account for each payment on account of principal of or interest on the Revolving Loans. The records of the Lender with respect to the loan account shall be prima facie evidence of the Revolving Loans and accrued interest thereon but the failure to maintain such records shall not impair the obligation of the Company to repay Indebtedness hereunder.
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Notes and Loan Accounts. (a) The Revolving Loans shall be payable in accordance with the terms and provisions of this Agreement and shall be evidenced by the Revolving Note, except for the Working Capital Loans which shall be evidenced by the Working Capital Note. The Completion Fee Loan shall be payable in accordance with the provisions of this Agreement and shall be evidenced by the Completion Fee Note. The Revolving Note, Working
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Notes and Loan Accounts. (a) Each Loan of a particular Class made by a Bank shall be evidenced by a single promissory note of the Borrowers (each a "Note"), which shall be a Tranche A Note, a Tranche B Note, or a Tranche C Note, as appropriate, payable to the order of such Bank in a principal amount equal to the amount of its Tranche A Loan Commitment, Tranche B Loan Commitment, or Tranche C Loan Commitment, as the case may be, as originally in effect. Tranche A Notes shall be substantially in the form of Exhibit 2.8-1 hereto, Tranche B Notes shall be substantially in the form of Exhibit 2.8-2 hereto and Tranche C Notes shall be substantially in the form of Exhibit 2.8-3 hereto. Each Note shall be dated the date of the initial borrowing of the relevant Class of Loans under this Agreement, and shall be otherwise duly completed. The amount, Class, Type, date and maturity date of each Loan made by each Bank, and all payments made on account of the principal thereof, shall be recorded by each Bank on its books and, prior to any transfer of any Note held by it, endorsed by each Bank on the schedule attached to the Note or any continuation thereof as to the amount and Type of Loans then outstanding. (b) Each Bank may open and maintain on its books in the name of the Borrowers a loan account with respect to its Loans and interest thereon. Each Bank which opens such loan account shall debit such loan account for the principal amount of each Loan made by it and accrued interest thereon, and shall credit such loan account for each payment on account of principal of or interest on its Loans. The records of a Bank with respect to the loan account maintained by it shall be prima facie evidence of the Loans and accrued interest thereon.
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Notes and Loan Accounts. 22 2.7. CONVERSIONS OF GENERAL REVOLVING LOANS.....................................................23 2.8. INTEREST...................................................................................23 2.9.
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Notes and Loan Accounts 
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Related to Notes and Loan Accounts

  • Investments and Loans No Company shall: (a) create, acquire or hold any Subsidiary, (b) make or hold any investment in any stocks, bonds or securities of any kind, (c) be or become a party to any joint venture or other partnership, (d) make or keep outstanding any advance or loan to any Person, or (e) be or become a Guarantor of any kind; provided, that this Section shall not apply to: (i) any endorsement of a check or other medium of payment for deposit or collection through normal banking channels or similar transaction in the normal course of business; (ii) any investments in cash or Cash Equivalents; (iii) the holding of Subsidiaries listed on Schedule 7.1 hereto as of the Closing Date; (iv) intercompany loans to the extent permitted under Section 5.8(d); (v) any advance or loan to an officer, director or employee of a Company made in the ordinary course of such Company’s business, so long as all such advances and loans from all Companies aggregate not more than the maximum principal sum of $25,000 at any time outstanding; (vi) the creation, acquisition or holding of any Wholly-Owned Subsidiary that is a Domestic Subsidiary so long as such Subsidiary is in compliance with Section 5.22 of this Agreement; (vii) extensions of trade credit in the ordinary course of business; (viii) investments by Borrowers in Hedge Agreements other than for speculative purposes; (ix) investments acquired by Borrowers (a) in exchange for any other investment held by Borrowers in connection with or as a result of a bankruptcy, workout, reorganization or recapitalization of the issuer of such other investment or (b) as a result of the foreclosure by Borrowers with respect to any secured investment or other transfer of title with respect to any secured investment in default; (x) investments, loans and guaranties described on Schedule 5.11 hereto and any renewal or replacement thereof; (xi) investments that constitute Restricted Payments permitted under Section 5.20 hereof; (xii) Investments in Capital Expenditures to the extent permitted hereunder; (xiii) guaranties permitted under Section 5.8 hereof; (xiv) contributions of capital by any Credit Party to any other Credit Party until such time as Agent or the Required Lenders directs the Credit Parties during the existence of a Default or Event of Default, that no such contribution of capital may be made; or (xv) other investments in an aggregate amount not to exceed $100,000.

  • Commitments and Loans Prior to the Restatement Effective Date, certain term loans were previously made to the Borrowers and certain revolving loans were previously made to the Borrowers as “Dollar Tranche Revolving Loans” and “Multicurrency Tranche Revolving Loans” under the Existing Credit Agreement which remain outstanding as of the Restatement Effective Date (such outstanding loans being hereinafter referred to as the “Existing Loans”). Subject to the terms and conditions set forth in this Agreement, the parties hereto agree that on the Restatement Effective Date the Existing Loans shall be re-evidenced as Initial Term Loans and Revolving Loans that are “Dollar Tranche Revolving Loans” and “Multicurrency Tranche Revolving Loans”, as the case may be, under this Agreement and the terms of the Existing Loans shall be restated in their entirety and shall be evidenced by this Agreement. Subject to the terms and conditions set forth herein, (a) each Dollar Tranche Lender (severally and not jointly) agrees to make Dollar Tranche Revolving Loans to the Borrowers in Dollars from time to time during the Availability Period in an aggregate principal amount that will not result in (i) such Lender’s Dollar Tranche Revolving Credit Exposure exceeding such Lender’s Dollar Tranche Commitment or (ii) the sum of the total Dollar Tranche Revolving Credit Exposures exceeding the aggregate Dollar Tranche Commitments, (b) each Multicurrency Tranche Lender (severally and not jointly) agrees to make Multicurrency Tranche Revolving Loans to the Borrowers in Agreed Currencies from time to time during the Availability Period in an aggregate principal amount that will not result in (i) subject to Sections 2.04 and 2.11(b), the Dollar Amount of such Lender’s Multicurrency Tranche Revolving Credit Exposure exceeding such Lender’s Multicurrency Tranche Commitment, (ii) subject to Sections 2.04 and 2.11(b), the sum of the Dollar Amount of the total Multicurrency Tranche Revolving Credit Exposures exceeding the aggregate Multicurrency Tranche Commitments or (iii) subject to Sections 2.04 and 2.11(b), the sum of the Dollar Amount of the total Multicurrency Tranche Revolving Credit Exposures, in each case denominated in Mexican Pesos, exceeding $500,000,000 and (c) each Additional Term Lender with an Additional Term Loan Commitment (severally and not jointly) agrees to make an Additional Term Loan to the Company in Dollars and to LKQ Netherlands in euro, in each case, on the Restatement Effective Date in an amount equal to the amount of such Lender’s applicable Additional Term Loan Commitment by making immediately available funds available to the Administrative Agent’s designated account, not later than the time specified by the Administrative Agent. Within the foregoing limits and subject to the terms and conditions set forth herein, the Borrowers may borrow, prepay and reborrow Dollar Tranche Revolving Loans and Multicurrency Tranche Revolving Loans. Amounts repaid or prepaid in respect of Term Loans may not be reborrowed.

  • Advances, Investments and Loans Each Obligor will not, and will not permit any of its Subsidiaries (other than a member of the CEAL Group to which the CEAL Exception Conditions apply) to, directly or indirectly, lend money or credit or make advances to any person, or purchase or acquire any stock, obligations or securities of, or any other interest in, or make any capital contribution to, any other person (all of the foregoing, “Investments”), except that the following shall be permitted: (a) the Parent and its Subsidiaries may acquire and hold accounts receivables arising in the ordinary course of business and owing to any of them; (b) the Parent and its Subsidiaries may acquire and hold Cash Equivalents, provided that at any time there are Revolving Facility Outstandings and/or Swingline Facility Outstandings, the aggregate amount of Cash Equivalents permitted to be held by Parent and its Subsidiaries shall not exceed €50,000,000 (or its equivalent in other currencies) for any period of five (5) consecutive Business Days; (c) the Parent and its Subsidiaries may make loans and advances in the ordinary course of business to their respective employees so long as the aggregate principal amount thereof at any time outstanding (determined without regard to any write-downs or write-offs of such loans and advances) shall not exceed €10,000,000 (or its equivalent in other currencies); (d) the Parent and its Subsidiaries may enter into Other Interest Hedging Agreements to the extent permitted in Clause 26.4(d) (Indebtedness); (e) the Parent and its Subsidiaries may enter into and perform their obligations under Other Currency/Commodity Hedging Agreements entered into in the ordinary course of business so long as any such Other Currency/Commodity Hedging Agreement is not speculative in nature and is (i) related to income derived from foreign sales or operations of the Parent or any Subsidiary or otherwise related to purchases permitted hereunder from foreign suppliers, (ii) entered into to protect the Parent and/or its Subsidiaries against fluctuations in the prices of raw materials used in their businesses or (iii) entered into to protect the Group’s exposure to adverse movements in foreign exchange in relation to the Facilities and any Permitted Subordinated Indebtedness; (f) loans may be made as expressly permitted by paragraphs (e) and (f) of Clause 26.4 (Indebtedness); (g) the Parent and its Subsidiaries may (i) sell or transfer assets to the extent permitted by Clause 26.2 (Consolidation, Merger, Purchase or Sale of Assets, etc.), and may acquire non-cash consideration in respect thereof to the extent permitted by Clause 26.2 (Consolidation, Merger, Purchase or Sale of Assets, etc.) and (ii) repurchase Equity Interests in certain of its Subsidiaries to the extent expressly permitted pursuant to Clause 26.2(m) (Consolidation, Merger, Purchase or Sale of Assets, etc.); (h) the Parent may effect Permitted Acquisitions in accordance with the requirements of Clause 26.2(p) (Consolidation, Merger, Purchase or Sale of Assets, etc.) and an amount equal to the cash consideration therefor may be contributed, loaned or advanced to, or invested in, the respective person (which must be the Parent or a Wholly-Owned Subsidiary thereof) making such Permitted Acquisition by the Parent or any of its Wholly-Owned Subsidiaries so long as all amounts so invested are in fact used within ten days of the respective payment to pay such consideration owing in connection with the respective Permitted Acquisition (or if not so used, are returned to the Parent or its respective Wholly-Owned Subsidiary at the end of such five-day period); (i) Investments consisting of guarantees in existence on the Initial Borrowing Date as disclosed in Clause 26.4 (Indebtedness) or arising thereafter as a result of guarantees permitted pursuant to Clause 26.4 (Indebtedness); (j) the Parent and its Subsidiaries may, in the ordinary course of business, acquire and own investments (including debt obligations) received in connection with the bankruptcy or reorganisation of, or in settlement of delinquent obligations of, their suppliers and customers; (k) in addition to Investments otherwise permitted above, the Parent and its Subsidiaries may hold (i) their interests in their respective Subsidiaries and (ii) Investments as are in effect on the Initial Borrowing Date which are set out in Part VII of Schedule 10 (Existing Investments); (l) (i) the Parent and the Qualified Obligors may make cash common equity contributions to the capital of Wholly-Owned Subsidiaries of the Parent which are also Qualified Obligors, provided that in the event that any Qualified Obligor in which an investment is made pursuant to this paragraph (l) ceases to constitute a Wholly-Owned Subsidiary of the Parent which is a Qualified Obligor, any remaining Investment therein by the Parent or any of its Subsidiaries will be required to be independently justified under another clause of this Clause 26.5 and (ii) Wholly-Owned Subsidiaries may make cash equity investments (including, for this purpose, preferred equity investments) in Non-Guarantor Subsidiaries (A) to the extent all proceeds of such equity investment are immediately thereafter used by such Non-Guarantor Subsidiary to repay in cash outstanding Intercompany Loans in a like amount previously made by a Qualified Obligor (and otherwise permitted hereunder) to such Non-Guarantor Subsidiary and (B) so long as any Equity Interest issued as consideration for such equity investment is promptly pledged to the Security Trustee for the benefit of the Finance Parties to the extent required by Clause 25.7 (Additional Security and Further Assurances) or any Security Document; (m) Non-Guarantor Subsidiaries may make cash common equity contributions to the capital of other Non-Guarantor Subsidiaries, provided that in the event that any Non-Guarantor Subsidiary which has received a common equity contribution pursuant to this paragraph (m) ceases to constitute a Subsidiary of the Parent, any remaining Investment therein by the Parent or any of its Subsidiaries will be required to be independently justified under another clause of this Clause 26.5; and (n) so long as no Default or Event of Default then exists or would exist after giving effect thereto, the Parent and its Subsidiaries may make additional Investments (which remain outstanding on any date of determination) (i) in the event that the Consolidated Leverage Ratio is greater than 3.75:1.00, not exceeding in aggregate €15,000,000 (or its equivalent in other currencies) and (ii) in the event the Consolidated Leverage Ratio is less than or equal to 3.75:1.00, not exceeding in aggregate €40,000,000 (or its equivalent in other currencies), (and will remain so after the making of each Investment made pursuant to this proviso), it being understood and agreed that, at any time (ii) above is not applicable, Investments made pursuant thereto shall be permitted to remain outstanding, but shall be taken into account in determining whether additional Investments may be made pursuant to this paragraph (n) (without the benefits of (ii) above)).

  • The Commitments and Loans Section 2.01 Commitments 53 Section 2.02 Borrowings, Conversions and Continuations of Loans 53 Section 2.03 Letters of Credit 56 Section 2.04 Swing Line Loans 63 Section 2.05 Prepayments 66 Section 2.06 Scheduled Repayment of Loans 68 Section 2.07 Termination and Reduction of Revolving Facility Commitments 68 Section 2.08 Interest 69 Section 2.09 Fees 69 Section 2.10 Computation of Interest and Fees 71 Section 2.11 Evidence of Debt 72 Section 2.12 Payments Generally; Administrative Agent’s Clawback 72 Section 2.13 Sharing of Payments by Lenders 74 Section 2.14 Incremental Loans 75 Section 2.15 Defaulting Lenders 77 Section 2.16 Cash Collateral 80 Section 2.17 Agent Advances; Overadvances 81 Section 2.18 Settlement 82 Section 3.01 Taxes 84 Section 3.02 Illegality 88 Section 3.03 Inability to Determine Rates 88 Section 3.04 Increased Costs 89 Section 3.05 Compensation for Losses 91 Section 3.06 Mitigation Obligations; Replacement of Lenders 91 Section 3.07 Survival 92

  • Loan Accounts The Administrative Agent and each other Guarantied Party may maintain books and accounts setting forth the amounts of principal, interest and other sums paid and payable with respect to the Guarantied Obligations arising under or in connection with the Loan Documents, and in the case of any dispute relating to any of the outstanding amount, payment or receipt of any of such Guarantied Obligations or otherwise, the entries in such books and accounts shall be binding on the Guarantors absent manifest error. The failure of the Administrative Agent or any other Guarantied Party to maintain such books and accounts shall not in any way relieve or discharge any Guarantor of any of its obligations hereunder.