Note to Borrower Sample Clauses

Note to Borrower. For multiple borrowings, conversions and/or continuations for a particular facility, fill out a new row for each borrowing/conversion and/or continuation.

Note to Borrower. All prepayments submitted under a single Notice of Loan Prepayment must be effective on the same date. If multiple effective dates are needed, multiple Notice of Loan Prepayment will need to be prepared and signed.

Note to Borrower. Complete a new row for each Borrowing being prepaid.

Note to Borrower. Complete a new row for each Borrowing being prepaid. Indicate: Requested Amount Indicate:Base Rate LoanorTerm SOFR Committed LoanorDaily SOFR Loan For Term SOFR Committed Loans Indicate: Interest Period (i.e., 1, 3 or 6 month interest period) EMPIRE STATE REALTY OP, L.P., a Delaware limited partnership By: Empire State Realty Trust, Inc., its general partner By: Name: [Type Signatory Name] Title: [Type Signatory Title] Reference is made to that certain Second Amended and Restated Credit Agreement, dated as of March 8, 2024 (as amended, restated, extended, supplemented or otherwise modified in writing from time to time, the “Credit Agreement”), among Empire State Realty Trust, Inc., a Maryland corporation, Empire State Realty OP, L.P., a Delaware limited partnership (the “Borrower”), the Lenders from time to time party thereto, Bank of America, N.A., as Administrative Agent, and the L/C Issuers from time to time party thereto. Pursuant to the provisions of Section 3.01(f) of the Credit Agreement, the undersigned hereby certifies that (i) it is the sole record and beneficial owner of the Loan(s), and it is the sole beneficial owner of the portion of the Note(s) evidencing such Loan(s), in respect of which it is providing this certificate, (ii) it is not a bank within the meaning of Section 881(c)(3)(A) of the Code, (iii) it is not a ten percent shareholder of the Borrower within the meaning of Section 871(h)(3)(B) of the Code and (iv) it is not a controlled foreign corporation related to the Borrower as described in Section 881(c)(3)(C) of the Code. The undersigned has furnished the Administrative Agent and the Borrower with a certificate of its non-U.S. Person status on IRS Form W-8BEN-E (or W-8BEN, as applicable). By executing this certificate, the undersigned agrees that (1) if the information provided on this certificate changes, the undersigned shall promptly so inform the Borrower and the Administrative Agent, and (2) the undersigned shall have at all times furnished the Borrower and the Administrative Agent with a properly completed and currently effective certificate in either the calendar year in which each payment is to be made to the undersigned, or in either of the two calendar years preceding such payments. Unless otherwise defined herein, terms defined in the Credit Agreement and used herein shall have the meanings given to them in the Credit Agreement. [NAME OF ▇▇▇▇▇▇] By: _______________________ Name: [Type Signatory Name] Title: [Type Signat...

Note to Borrower. For multiple borrowings, conversions and/or continuations for a particular facility, fill out a new row for each borrowing/conversion and/or continuation. C-1 Form of Loan Notice GLOBE LIFE INC. By: Name: [Type Signatory Name] Title: [Type Signatory Title] C-1 Form of Loan Notice EXHIBIT D FORM OF REVOLVING NOTE $_______________ _____________, ____ FOR VALUE RECEIVED, the undersigned (the “Borrower”), hereby promises to pay to _____________________ or registered assigns (the “Lender”), in accordance with the provisions of the Agreement (as hereinafter defined), the principal amount of each Loan from time to time made by the Lender to the Borrower under that certain Credit Agreement, dated as of August 24, 2020 (as amended, restated, extended, supplemented or otherwise modified in writing from time to time, the “Agreement;” the terms defined therein being used herein as therein defined), among the Borrower, TMK Re, Ltd., the Lenders from time to time party thereto, and Bank of America, N.A., as Administrative Agent, Swing Line Lender and L/C Administrator. The Borrower promises to pay interest on the unpaid principal amount of each Revolving Loan from the date of such Revolving Loan until such principal amount is paid in full, at such interest rates and at such times as provided in the Agreement. All payments of principal and interest shall be made to the Administrative Agent for the account of the Lender in Dollars in immediately available funds at the Administrative Agent’s Office. If any amount is not paid in full when due hereunder, such unpaid amount shall bear interest, to be paid upon demand, from the due date thereof until the date of actual payment (and before as well as after judgment) computed at the per annum rate set forth in the Agreement. This Note is one of the Revolving Notes referred to in the Agreement, is entitled to the benefits thereof and may be prepaid in whole or in part subject to the terms and conditions provided therein. Upon the occurrence and continuation of one or more of the Events of Default specified in the Agreement, all amounts then remaining unpaid on this Revolving Note shall become, or may be declared to be, immediately due and payable all as provided in the Agreement. Revolving Loans made by the Lender shall be evidenced by one or more loan accounts or records maintained by the Lender in the ordinary course of business. The Lender may also attach schedules to this Revolving Note and endorse thereon the date, amount an...

Note to Borrower. For multiple borrowings, conversions and/or continuations for a particular facility, fill out a new row for each borrowing/conversion and/or continuation. Insert an additional chart for each Incremental Term Loan Facility added pursuant to Section 2.16 of the Agreement. 3 Or such other period that is twelve months or less requested by the Borrower and consented to by all the Revolving Lenders. Indicate: Borrowing or Conversion or Continuation Indicate: Requested Amount Indicate: Base Rate Loan or Eurodollar Rate Loan or LIBOR Floating Rate Loan For Eurodollar Rate Loans Indicate: Interest Period (e.g. 1, 3 or 6 month interest period4) The Loans, if any, borrowed hereunder shall be disbursed to the following bank for credit by that bank to the following deposit account: [The Borrowing, if any, requested herein complies with the proviso to the first sentence of Section 2.01[(a)/(b)] of the Agreement. The Borrower hereby represents and warrants that the conditions specified in Sections 4.02(a) and (b) have been satisfied on and as of the date of the proposed Credit Extension.]5 EMPIRE STATE REALTY OP, L.P., a Delaware limited partnership By: Empire State Realty Trust, Inc., its general partner By: Name: [Type Signatory Name] Title: [Type Signatory Title] 4 Or such other period that is twelve months or less requested by the Borrower and consented to by all the Term Lenders. 5 Only applicable to a Borrowing To: Bank of America, N.A., as Administrative Agent Ladies and Gentlemen: Reference is made to that certain Amended and Restated Credit Agreement, dated as of August 29, 2017 (as amended, restated, extended, supplemented or otherwise modified in writing from time to time, the “Agreement;” the terms defined therein being used herein as therein defined), among Empire State Realty Trust, Inc., a Maryland corporation, Empire State Realty OP, L.P., a Delaware limited partnership (the “Borrower”), the Lenders from time to time party thereto, Bank of America, N.A., as Administrative Agent, and the L/C Issuers and Swing Line Lenders from time to time party thereto. The Revolving Lenders are invited to make Competitive Loans: 1. On (a Business Day). 2. In an aggregate amount not exceeding $ (with any sublimits set forth below)1. 3. Comprised of (select one):2 ☐ Competitive Loans based on an Absolute Rate ☐ Competitive Loans based on Eurodollar Rate 1 days/mos $ 2 days/mos $ 3 days/mos $ 4. The Competitive Borrowing requested herein complies with the requirements of th...

Note to Borrower. For multiple borrowings, conversions and/or continuations for a particular facility, fill out a new row for each borrowing/conversion and/or continuation. Insert an additional chart for each Incremental Term Loan Facility added pursuant to Section 2.16 of the Agreement. The Loans, if any, borrowed hereunder shall be disbursed to the following bank for credit by that bank to the following deposit account: ____________________ ____________________ ____________________ [The Borrowing, if any, requested herein complies with the proviso to the first sentence of Section 2.01[(a)/(b)] of the Agreement.

Note to Borrower. Complete a new row for each Committed Borrowing of the facility being prepaid.

Note to Borrower. For multiple conversions and/or continuations for a particular facility, fill out a new row for each conversion and/or continuation.