Note to Drafter Clause Samples
A "Note to drafter" clause serves as an internal comment or instruction within a contract or legal document, directed specifically at the person drafting or editing the document. It typically provides guidance, suggestions, or reminders about how to tailor the clause, what information to include, or points to consider based on the context of the agreement. These notes are not intended to be part of the final, executed contract and are usually removed before the document is finalized. The core function of this clause is to assist drafters in creating accurate and context-appropriate documents, thereby reducing errors and ensuring the contract meets the parties' needs.
Note to Drafter. If time and materials under Option # 2, (i) Attachment B should include the hourly labor rates and (ii) Attachment C should include the types of expenses (travel, copying, postage/delivery, etc.) that will be reimbursed at actual out-of-pocket cost. Also need to provide in Attachment C the basis for reimbursable costs, i.e. mileage reimbursement at the IRS-approved rate only for use of a personal motor vehicle; air travel via most direct route on coach class only, etc.]
Note to Drafter. Revise reference if a party other than the Grantor enters into a hedge in connection with the Loan.
Note to Drafter. Section headings have been formatted to automatically populate the Table of Contents. However, when editing this document for your own use, the page numbers may change. In order to reflect the correct page numbers in the Table of Contents, you must “update page numbers” to the Table of Contents by (1) right-clicking anywhere in the Table of Contents, and (2) choose “update field,” then “update page numbers only.” If you add or delete section headings, follow step (1) and (2) above and choose “update entire table.”
Note to Drafter. If the Agent removal language from the immediately preceding footnote is added, then revise the first portion of this sentence to read: “Upon any such resignation or removal, the Required Lenders (which, in the case of the removal of Administrative Agent as provided in the immediately preceding sentence, shall be determined without regard to the Commitment of the Lender then acting as Administrative Agent) ……”
Note to Drafter. Further invoice requirements will depend on payment terms detailed above. For example, the Scope of Work may stipulate a staged completion plan with interim deliverables, and compensation tied to completion and approval of those deliverables.
Note to Drafter. If deal is intended to be syndicated but additional Lenders are not likely to join deal until after closing (so that other Lenders may not have the opportunity to review loan documents before they are executed), then discuss with CRE Syndications teammate working on deal whether or not to include the following Agent removal provision in Section 10.7: “In the event of gross negligence or willful misconduct by Administrative Agent (in its capacity as Administrative Agent under the Loan Documents), as determined pursuant to a final, non-appealable judgment of a court of competent jurisdiction, Administrative Agent may be removed as Administrative Agent under the Loan Documents with the consent of all Lenders (other than the Lender then acting as Administrative Agent) and the Borrower (provided, however, no such consent by Borrower shall be required if a Default or Event of Default shall then exist), upon 30-days’ prior written notice to Administrative Agent.” If added, revise remainder of Section 10.7 to include “removal” of Administrative Agent, in addition to resignation, where applicable.
Note to Drafter add only if included in term sheet:, or (iii) if, during the term of the Loan, an Affiliate of Borrower and Guarantor closes one or more Loans provided by or arranged through Lender or any of its Affiliates and issued under the ▇▇▇▇▇▇ ▇▇▇, Federal Home Loan Mortgage Corporation, or U.S. Department of Housing and Urban Development loan programs (“Agency Loans”). 20 Omit Section 2.9(a) for Fixed Rate Loans. 21 Bracketed language should not be included in the first draft. May be added in response to ▇▇▇▇▇▇▇▇'s comments.
Note to Drafter. This Funding Agreement template is to be used for the provision of funding for grants assessed to be MEDIUM risk Speak to the Legal Section if:
Note to Drafter. Transferability of any hedge provided by Truist requires separate approval from Truist credit risk management for our Financial Risk Management (“FRM”) (derivatives) department and additional conditions may be imposed in the ISDA documentation. If Truist will provide a hedge for the deal, please ensure that the deal team communicates to Truist FRM any negotiated changes to our base form “Permitted Owner” definition and Section 7.11 Loan Assumption provision, as those changes are agreed to, as changes to these provisions may impact ISDA negotiation. 47 Acceptable modified provision that may be substituted in response to Borrower comments: “Validity of Loan Documents. Any of the Loan Documents ceases to be a legal, valid and binding agreement enforceable against any Loan Party in accordance with the terms of such Loan Document such that Lender shall not have the practical realization of the benefits provided, or purported to be provided, thereby, or is in any way terminated (except in accordance with its terms) or is in any way challenged or contested by a Loan Party, or any Affiliate of a Loan Party, or ceases to give or provide the respective Liens, security interests, rights, titles, interests, remedies, powers or privileges intended to be created thereby such that Lender shall not have the practical realization of the benefits provided, or purported to be provided, thereby.”