Common use of Note to Borrower Clause in Contracts

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 and maturity of its Revolving Loans and payments with respect thereto. The Borrower, for itself, its successors and assigns, hereby waives diligence, presentment, protest and demand and notice of protest, demand, dishonor and non-payment of this Revolving Note. D-1 Form of Revolving Note THIS REVOLVING NOTE SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK. GLOBE LIFE INC. By: Name: [Type Signatory Name] Title: [Type Signatory Title] D-2 Form of Revolving Note LOANS AND PAYMENTS WITH RESPECT THERETO Amount of Principal or Outstandin Type of Amount End of Interest g Principal Loan of Loan Interest Paid This Balance Notation Date Made Made Period Date This Date Made By D-3 Form of Revolving Note

Appears in 1 contract

Sources: Credit Agreement (Globe Life Inc.)

Note to Borrower. For multiple borrowingsIf an Incremental Term Loan Facility has been established, conversions and/or continuations insert a separate chart for a particular such facility. The Committed Borrowing, fill out a new row for each borrowing/conversion and/or continuation. C-1 Form if any, requested herein complies with the provisos to the first sentence of Loan Notice GLOBE LIFE INCSection 2.01 of the Agreement. By: Name: [Type Signatory NameTitle] 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 Revolving Credit Loan from time to time made by the Lender to the Borrower under that certain Third Amended and Restated Credit Agreement, dated as of August 24January 23, 2020 2025 (as amended, restated, amended and 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 and L/C Issuers 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 Credit 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 with respect to each Revolving Credit Loan from time to time made by the Lender 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 Revolving Credit Note is one of the Revolving Credit 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. This Revolving Credit Note is also entitled to the benefits of the Guaranty. 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 Credit 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 Credit Note and endorse thereon the date, amount and maturity of its Revolving Loans and payments with respect thereto. The Borrower, for itself, its successors and assigns, hereby waives diligence, presentment, protest and demand and notice of protest, demand, dishonor and non-payment of this Revolving Credit Note. D-1 Form of Revolving Note THIS REVOLVING CREDIT NOTE AND ANY CLAIMS, CONTROVERSY, DISPUTE OR CAUSE OF ACTION (WHETHER IN CONTRACT OR TORT OR OTHERWISE) BASED UPON, ARISING OUT OF OR RELATING TO THIS REVOLVING CREDIT NOTE SHALL BE GOVERNED BY BY, AND CONSTRUED IN ACCORDANCE WITH WITH, THE LAW OF THE STATE OF NEW YORK WITHOUT REGARD TO PRINCIPLES OF CONFLICTS OF LAWS THEREOF (OTHER THAN SECTIONS 5-1401 AND 5-1402 OF THE GENERAL OBLIGATIONS LAW OF THE STATE OF NEW YORK. GLOBE LIFE INC). By: Name: [Type Signatory Name] Title: [Type Signatory Title] D-2 Form FOR VALUE RECEIVED, the undersigned (the “Borrower”), hereby promises to pay to or registered assigns (the “Lender”), in accordance with the provisions of Revolving the Agreement (as hereinafter defined), the principal amount of each Incremental Term Loan from time to time made by the Lender to the Borrower under that certain Third Amended and Restated Credit Agreement, dated as of January 23, 2025 (as amended, restated, amended and 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, the Lenders and L/C Issuers from time to time party thereto, and Bank of America, N.A., as Administrative Agent. The Borrower promises to pay interest on the unpaid principal amount of each Incremental Term Loan from the date of such Incremental Term 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 with respect to each Incremental Term Loan from time to time made by the Lender 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 Incremental Term Note LOANS is one of the 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. This Incremental Term Note is also entitled to the benefits of the Guaranty. 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 Incremental Term Note shall become, or may be declared to be, immediately due and payable all as provided in the Agreement. The Incremental Term Loan 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 Incremental Term Note and endorse thereon the date, amount and maturity of its Incremental Term Loan and payments with respect thereto. The Borrower, for itself, its successors and assigns, hereby waives diligence, presentment, protest and demand and notice of protest, demand, dishonor and non-payment of this Note. THIS INCREMENTAL TERM NOTE AND PAYMENTS WITH RESPECT THERETO Amount ANY CLAIMS, CONTROVERSY, DISPUTE OR CAUSE OF ACTION (WHETHER IN CONTRACT OR TORT OR OTHERWISE) BASED UPON, ARISING OUT OF OR RELATING TO THIS TERM NOTE SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE LAW OF THE STATE OF NEW YORK WITHOUT REGARD TO PRINCIPLES OF CONFLICTS OF LAWS THEREOF (OTHER THAN SECTIONS 5-1401 AND 5-1402 OF THE GENERAL OBLIGATIONS LAW OF THE STATE OF NEW YORK). By: Name: [Type Signatory Name] Title: [Type Signatory Title] Financial Statement Date: , To: Bank of Principal America, N.A., as Administrative Agent Ladies and Gentlemen: Reference is made to that certain Third Amended and Restated Credit Agreement, dated as of January 23, 2025 (as amended, restated, amended and restated, extended, supplemented or Outstandin otherwise modified in writing from time to time, the “Agreement;” the terms defined therein being used herein as therein defined), among Getty Realty Corp., a Maryland corporation (the “Borrower”), the subsidiaries of the Borrower from time to time party thereto as guarantors, the Lenders and L/C Issuers from time to time party thereto, and Bank of America, N.A., as Administrative Agent. The undersigned Responsible Officer hereby certifies as of the date hereof that he/she is the [chief executive officer/chief financial officer/chief accounting officer/treasurer/controller] of the Borrower, and that, as such, he/she is authorized to execute and deliver this Certificate to the Administrative Agent on the behalf of the Borrower, and that: 1. The Borrower has delivered the year-end audited financial statements required by Section 6.01 (a) of the Agreement for the fiscal year of the Borrower ended as of the above date, together with the report and opinion of an independent certified public accountant required by such section. 1. The Borrower has delivered the unaudited financial statements required by Section 6.01(b) of the Agreement for the fiscal quarter of the Borrower ended as of the above date. Such financial statements fairly present the consolidated financial condition, results of operations, shareholders’ equity and cash flows of the Borrower and its Subsidiaries in accordance with GAAP as at such date and for such period, subject only to normal year-end audit adjustments and the absence of footnotes. 2. The undersigned has reviewed and is familiar with the terms of the Agreement and has made, or has caused to be made under his/her supervision, a detailed review of the transactions and condition (financial or otherwise) of the Borrower during the accounting period covered by such financial statements. 3. A review of the activities of the Borrower during such fiscal period has been made under the supervision of the undersigned with a view to determining whether during such fiscal period the Borrower performed and observed all its Obligations under the Loan Documents, and 4. The representations and warranties of the Borrower and each other Loan Party contained in Article V of the Agreement or in any other Loan Document or which are contained in any document furnished at any time under or in connection with any Loan Document, are true and correct in all material respects (or, in the case of representations and warranties relating to beneficial ownership, OFAC, sanctions, and similar matters or qualified as to “materiality”, “Material Adverse Effect”, true and correct in all respects) as of the date hereof, except (1) to the extent they relate to an earlier date, in which case such representations and warranties are true and correct in all material respects or all respects, as applicable, on or as of such earlier date and after giving effect to such qualification and (2) that for purposes of this Compliance Certificate, the representations and warranties contained in subsections (a) and (b) of Section 5.05 of the Agreement shall be deemed to refer to the most recent statements furnished pursuant to subsections (a) and (b), respectively, of Section 6.01 of the Agreement, including the statements in connection with which this Compliance Certificate is delivered. 5. The financial covenant analyses and information set forth on Schedule 1 attached hereto are true and accurate on and as of the date of this Certificate. 6. The Borrower has delivered copies of the rent roll for the fiscal quarter of the Borrower ended as of the Financial Statement Date for each of the Unencumbered Eligible Properties. The information contained in such rent roll is true, correct and complete in all material respects on and as of the Financial Statement Date. 7. Unencumbered Asset Value as of the Financial Statement Date is $ . Schedule 1 attached hereto includes a true and accurate calculation of the Unencumbered Asset Value. IN WITNESS WHEREOF, the undersigned has executed this Certificate as of, . By: Name: [Type Signatory Name] Title: [Type Signatory Title] This Assignment and Assumption (this “Assignment and Assumption”) is dated as of Amount End the Effective Date set forth below and is entered into by and between [the][each]1 Assignor identified in item 1 below ([the][each, an] “Assignor”) and [the][each]2 Assignee identified in item 2 below ([the][each, an] “Assignee”). [It is understood and agreed that the rights and obligations of Interest g Principal Loan [the Assignors][the Assignees]3 hereunder are several and not joint.]4 Capitalized terms used but not defined herein shall have the meanings given to them in the Credit Agreement identified below (as amended, the “Credit Agreement”), receipt of Loan Interest Paid This Balance Notation a copy of which is hereby acknowledged by the Assignee. The Standard Terms and Conditions set forth in Annex 1 attached hereto are hereby agreed to and incorporated herein by reference and made a part of this Assignment and Assumption as if set forth herein in full. For an agreed consideration, [the][each] Assignor hereby irrevocably sells and assigns to [the Assignee][the respective Assignees], and [the][each] Assignee hereby irrevocably purchases and assumes from [the Assignor][the respective Assignors], subject to and in accordance with the Standard Terms and Conditions and the Credit Agreement, as of the Effective Date Made Made Period Date This Date Made By D-3 Form inserted by the Administrative Agent as contemplated below (i) all of Revolving Note[the Assignor’s][the respective Assignors’] rights and obligations in [its capacity as a Lender][their respective capacities as Lenders] under the Credit Agreement and any other documents or instruments delivered pursuant thereto in the amount[s] and equal to the percentage interest[s] identified below of all the outstanding rights and obligations under the respective facilities identified below (including, without limitation, the Letters of Credit and the Swing Line Loans included in such facilities5) and (ii) to the extent permitted to be assigned under applicable law, all claims, suits, causes of action and any other right of [the Assignor (in its capacity as a Lender)][the respective Assignors (in their respective capacities as Lenders)] against any Person, whether known or unknown, arising under or in connection with the Credit Agreement, any other documents or instruments delivered pursuant thereto or the loan transactions governed thereby or in any way based on or related to any of the foregoing, including, but not limited to, contract claims, tort claims, malpractice claims, statutory claims and all other claims at law or in equity related to the rights and obligations sold and assigned pursuant to clause (i) above (the rights and obligations sold and assigned by [the][any] Assignor to [the][any] Assignee pursuant to clauses (i) and (ii) above being referred to herein collectively as [the][an] “Assigned Interest”). Each such sale and assignment is without recourse to [the][any] Assignor and, except 1 For bracketed language here and elsewhere in this form relating to the Assignor(s), if the assignment is from a single Assignor, choose the first bracketed language. If the assignment is from multiple Assignors, choose the second bracketed language.

Appears in 1 contract

Sources: Credit Agreement (Getty Realty Corp /Md/)

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 COPART, INC. ., a Delaware corporation By: Name: [Type Signatory Name] Title: SECOND AMENDED AND RESTATED CREDIT AGREEMENT – Page 24 [Type Signatory Title] C-1 Form of Loan Notice EXHIBIT D FORM OF REVOLVING NOTE $_______________ ], [_____________, ____ ] FOR VALUE RECEIVED, the undersigned (collectively, the “Borrower”), hereby promises to pay to [_____________________ _] or its registered assigns (the “Lender”), in accordance with the provisions of the Credit Agreement (as hereinafter defined), the principal amount of each Revolving Loan from time to time made by the Lender to the Borrower under that certain Second Amended and Restated Credit Agreement, dated as of August 24December 21, 2020 2021 (as amended, restated, extended, supplemented or otherwise modified in writing from time to time, the “Credit Agreement;” the terms defined therein being used herein as therein defined), among COPART, INC., a Delaware corporation (the Borrower“Company”), TMK Rethe Guarantors, Ltd.the Designated Borrowers, the Lenders from time to time party thereto, and Bank of America, N.A., as Administrative Agent, Swing Line Swingline Lender and L/C Administratoran Issuing Lender. The Borrower promises to pay interest on the unpaid principal amount of each Revolving Credit Loan from the date of such Revolving Credit Loan until such principal amount is paid in full, at such interest rates and at such times as provided in the Credit Agreement. All Except as otherwise provided in Section 2.04(f) of the Credit Agreement with respect to Swingline Loans, all payments of principal and interest shall be made to the Administrative Agent for the account of the Lender in Dollars the currency in immediately available funds which such Revolving Credit Loan was denominated and in Same Day Funds at the Administrative Agent’s OfficeOffice for such currency. 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 Credit Agreement. This Revolving Note is one of the Revolving Notes referred to in the Credit Agreement, and the holder 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 Agreementthereof. Revolving Credit 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 and maturity of its Revolving Loans and payments with respect thereto. The Borrower, for itself, its successors and assigns, hereby waives diligence, presentment, protest and demand and notice of protest, demand, dishonor and non-payment of this Revolving Note. D-1 Form of Revolving Note THIS REVOLVING NOTE SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK. GLOBE LIFE INC. By: Name: [Type Signatory Name] Title: [Type Signatory Title] D-2 Form of Revolving Note LOANS AND PAYMENTS WITH RESPECT THERETO Amount of Principal or Outstandin Type of Amount End of Interest g Principal Loan of Loan Interest Paid This Balance Notation Date Made Made Period Date This Date Made By D-3 Form of Revolving Note.

Appears in 1 contract

Sources: Credit Agreement (Copart Inc)

Note to Borrower. For multiple borrowingsWire instructions to be reasonably acceptable to the Administrative Agent , 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 $_______________ _____________, ____ 20 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 Revolving Credit Loan from time to time made by the Lender to the Borrower under that certain Credit Agreement, dated as of August 24June 29, 2020 2022 (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 Guarantors from time to time party thereto, 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 Credit Loan made by the Lender to the Borrower from the date of such Revolving Credit 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. This Note is also entitled to the benefits of the Guaranty and is secured by the Collateral. 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 Credit 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 and maturity of its Revolving Credit Loans and payments with respect thereto. The Borrower, for itself, its successors and assigns, hereby waives diligence, presentment, protest and demand and notice of protest, demand, dishonor and non-payment of this Revolving Note. D-1 Form of Revolving Note THIS REVOLVING NOTE SHALL BE GOVERNED BY BY, AND CONSTRUED IN ACCORDANCE WITH WITH, THE LAWS OF THE STATE OF NEW YORK. GLOBE LIFE INCYORK (INCLUDING SECTION 5-1401 OF THE GENERAL OBLIGATIONS LAWS, BUT OTHERWISE WITHOUT REGARD TO CONFLICTS OF LAW PRINCIPLES). By: Name: [Type Signatory Name] Title: [Type Signatory Title] D-2 Form To: Bank of Revolving Note LOANS AND PAYMENTS WITH RESPECT THERETO Amount America, N.A., as Administrative Agent Ladies and Gentlemen: Financial Statement Date: , Reference is made to that certain Credit Agreement, dated as of Principal June 29, 2022 (as amended, restated, extended, supplemented or Outstandin Type otherwise modified in writing from time to time, the “Agreement”; the terms defined therein being used herein as therein defined), among CMTG Funding II LLC, a Delaware limited liability company (the “Borrower”), C▇▇▇▇▇ Mortgage Trust, Inc., a Maryland corporation (the “Parent Guarantor”) and the Subsidiary Guarantors from time to time party thereto, as Guarantors, each Lender from time to time party thereto, and Bank of Amount End America, N.A., as Administrative Agent. The undersigned Responsible Officer of Interest g Principal the Parent Guarantor hereby certifies as of the date hereof that he/she is the [chief executive officer, chief financial officer, treasurer or controller]2 of the Parent Guarantor, and that, as such, he/she is authorized to execute and deliver this Compliance Certificate to the Administrative Agent on the behalf of the Parent Guarantor, and that: 1. The Loan Parties have delivered the year-end audited financial statements required by Section 6.01(a) of the Agreement for the fiscal year of the Parent Guarantor ended as of the above date, together with the report and opinion of an independent certified public accountant required by such section. 1. The Loan Interest Paid This Balance Notation Parties have delivered the unaudited financial statements required by Section 6.01(b) of the Agreement for the fiscal quarter of the Parent Guarantor ended as of the above date. Such financial statements fairly present the financial condition, results of operations, shareholders’ equity and cash flows of the Parent Guarantor and its Subsidiaries in accordance with GAAP as at such date and for such period, subject only to normal year-end audit adjustments and the absence of footnotes. 1 If this is not checked, this certificate will only be posted to Private side Lenders. 2 Certificate delivered on the Closing Date Made Made Period Date This Date Made By D-3 Form to be executed by the chief financial officer. 2. The undersigned has reviewed and is familiar with the terms of Revolving Notethe Agreement and has made, or has caused to be made under his/her supervision, a detailed review of the transactions and condition (financial or otherwise) of the Loan Parties during the accounting period covered by such financial statements.

Appears in 1 contract

Sources: Credit Agreement (Claros Mortgage Trust, Inc.)