AGENT AND LENDER. KEYBANK NATIONAL ASSOCIATION, as a Lender and as Agent By: /s/ Xxxxxxx X. Xxxxx Name: Xxxxxxx X. Xxxxx Title: Vice President KeyBank National Association 000 Xxxxxx Xxxxxx Xxxxxxxxx, XX 00000 Attention: Xxxxxxx X. Xxxxx Telephone: (000) 000-0000 LENDER: CITIBANK, N.A., as a Lender By: /s/ Xxxx Xxx Name: Xxxx Xxx Title: Vice President Citibank, N.A. 000 Xxxxxxxxx Xx. 00xx Xxxxx Xxx Xxxx, XX 00000 Attention: Wei Ke Telephone: 000-000-0000 LENDER: THE HUNTINGTON NATIONAL BANK, as a Lender By: /s/ Xxxxxxx X. Xxxx Name: Xxxxxxx X. Xxxx Title Senior Vice President The Huntington National Bank 000 Xxxxxx Xxxxxx, 0xx Xxxxx Xxxxxxxxx, XX 00000 Attention: Institutional CRE Telephone: 000-000-0000 BANK OF AMERICA, N.A., as a Lender By: /s/ Xxxxx Xxxx Name: Xxxxx Xxxx Title: Vice President Bank of America, N.A. 000 Xxxxxxxxxx Xxxxxx, 0xx Xxxxx Xxx Xxxxxxxxx, XX 00000 Attention: Xxxxx Xxxx Telephone: 000-000-0000 CAPITAL ONE, NATIONAL ASSOCIATION, as a Lender By: /s/ Xxxxxxx X. Xxxxxxxx Name: Xxxxxxx X. Xxxxxxxx Title: Authorized Signatory Capital One, National Association 0000 Xxxx Xxxxxxx Road Melville. NY 11747 Attention: Xxxxxxx X. Xxxxxxxx Telephone: 000-000-0000 CITIZENS BANK, N.A., as a Lender By: /s/Xxxxxx Xxxxx Name: Xxxxxx Xxxxx Title: SVP Citizens Bank, N.A. 0000 Xxxxxxxx Xxxxxx Xxxxxxxxx, XX 00000 Attention: Xxxxxx X. Xxxxx Telephone: 000-000-0000 COMERICA BANK, as a Lender By: /s/ Xxxxxxx Xxxxxxx Name: Xxxxxxx Xxxxxxx Title: Senior Vice President Comerica Bank 000 X Xxxxxxxxx XX 0000 Xxxxxxx, XX 00000 Attention: Xxxx Xxxxxxxxx Telephone: 000-000-0000 PNC BANK, NATIONAL ASSOCIATION, as a Lender By: /s/ Xxxxx X. Xxxxx-Xxxxxxx Name: Xxxxx X. Xxxxx-Xxxxxxx Title: Senior Vice President PNC Bank, National Association 0000 Xxxxxx Xxxxxx, 0xx Xxxxx Xxxxxxxxxxxx, XX 00000 Attention: Xxxxx Xxxxx-Xxxxxxx Telephone: 000-000-0000 REGIONS BANK, as a Lender By: /s/ Xxxxxxx Xxxxxxxx Name: Xxxxxxx Xxxxxxxx Title: Vice President Regions Bank 0000 Xxxxx Xxxxxx Xxxxx, 00xx Xxxxx Xxxxxxxxxx, XX 00000 Attention: Xxxxx Xxxxx Telephone: 000-000-0000 TRUIST BANK, as a Lender By: /s/ Xxxx Xxxxxx Name: Xxxx Xxxxxx Title: Director Truist Bank 000 Xxxxxxxxx Xx, 00xx Xxxxx Xxxxxxx, XX 00000 Attention: Xxxxxx Xxxxxx Telephone: 000-000-0000 ASSOCIATED BANK, NATIONAL ASSOCIATION, as a Lender By: /s/ Xxxxxxxx Xxxx Name: Xxxxxxxx Xxxx Title: Senior Vice President Associated Bank, National Association 000 X. Xxxxxx, 24th Floor Chicago, Illinois 60661 Attention: Xxxxxx Xxxxxxx Telephone: 000-000-0000 BMO XXXXXX BANK, N.A., as a Lender By: /s/ Xxxxx X. Xxxxxxxx Name: Xxxxx X. Xxxxxxxx Title: Vice President BMO Xxxxxx Bank, N.A. 000 Xx Xxxxx Xxxxxx Xxxxxxx, XX 00000 Attention: X. Xxxxxxxx Telephone: 000-000-0000 Facsimile: N/A EXHIBIT A-1 FORM OF REVOLVING CREDIT NOTE $ , 2021 FOR VALUE RECEIVED, the undersigned (collectively, and jointly and severally, “Maker”), hereby promise to pay to (“Payee”), or order, in accordance with the terms of that certain Second Amended and Restated Credit Agreement, dated as of May 18, 2021, as from time to time in effect, among INDEPENDENCE REALTY OPERATING PARTNERSHIP, LP, the Subsidiary Borrowers, KeyBank National Association, for itself and as Agent, and such other Lenders as may be from time to time named therein (as may be amended, modified, supplemented and/or extended from time to time, the “Credit Agreement”), to the extent not sooner paid, on or before the Revolving Credit Maturity Date, the principal sum of Million and No/100 Dollars ($ ), or such amount as may be advanced by the Payee under the Credit Agreement as a Revolving Credit Loan with daily interest from the date thereof, computed as provided in the Credit Agreement, on the principal amount hereof from time to time unpaid, at a rate per annum on each portion of the principal amount which shall at all times be equal to the rate of interest applicable to such portion in accordance with the Credit Agreement, and with interest on overdue principal and, to the extent permitted by applicable law, on overdue installments of interest and late charges at the rates provided in the Credit Agreement. Interest shall be payable on the dates specified in the Credit Agreement, except that all accrued interest shall be paid at the stated or accelerated maturity hereof or upon the prepayment in full hereof. Capitalized terms used herein and not otherwise defined herein shall have the meanings set forth in the Credit Agreement. Payments hereunder shall be made to Agent for the Payee at 000 Xxxxxx Xxxxxx, Xxxxxxxxx, Xxxx 00000-0000, or at such other address as Agent may designate from time to time, or made by wire transfer in accordance with wiring instructions provided by Agent. This Note is one of one or more Revolving Credit Notes evidencing borrowings under and is entitled to the benefits and subject to the provisions of the Credit Agreement. The principal of this Note may be due and payable in whole or in part prior to the Revolving Credit Maturity Date and is subject to mandatory prepayment in the amounts and under the circumstances set forth in the Credit Agreement, and may be prepaid in whole or from time to time in part, all as set forth in the Credit Agreement. Notwithstanding anything in this Note to the contrary, all agreements between the undersigned Maker and the Lenders and Agent, whether now existing or hereafter arising and whether written or oral, are hereby limited so that in no contingency, whether by reason of acceleration of the maturity of any of the Obligations or otherwise, shall the interest contracted for, charged or received by the Lenders exceed the maximum amount permissible under applicable law. If, from any circumstance whatsoever, interest would otherwise be payable to the Lenders in excess of the maximum lawful amount, the interest payable to the Lenders shall be reduced to the maximum amount permitted under applicable law; and if from any circumstance the Lenders shall ever receive anything of value deemed interest by applicable law in excess of the maximum lawful amount, an amount equal to any excessive interest shall be applied to the reduction of the principal balance of the Obligations of the undersigned Maker and to the payment of interest or, if such excessive interest exceeds the unpaid balance of principal of the Obligations of the undersigned Maker, such excess shall be refunded to the undersigned Maker. All interest paid or agreed to be paid to the Lenders shall, to the extent permitted by applicable law, be amortized, prorated, allocated and spread throughout the full period until payment in full of the principal of the Obligations of the undersigned Maker (including the period of any renewal or extension thereof) so that the interest thereon for such full period shall not exceed the maximum amount permitted by applicable law. This paragraph shall control all agreements between the undersigned Maker and the Lenders and Agent. In case an Event of Default shall occur, the entire principal amount of this Note may become or be declared due and payable in the manner and with the effect provided in said Credit Agreement. This Note shall be governed by the laws of the State of New York, including, without limitation, New York General Obligations Law Section 5-1401. The undersigned Maker and all guarantors and endorsers, to the extent permitted by applicable law, hereby waive presentment, demand, notice, protest, notice of intention to accelerate the indebtedness evidenced hereby, notice of acceleration of the indebtedness evidenced hereby and all other demands and notices in connection with the delivery, acceptance, performance and enforcement of this Note, except as specifically otherwise provided in the Credit Agreement, and assent to extensions of time of payment or forbearance or other indulgence without notice. All obligations of Maker under this Note and the other Loan Documents shall be the joint and several obligations of each Borrower.
Appears in 1 contract
AGENT AND LENDER. KEYBANK NATIONAL ASSOCIATIONBANK OF AMERICA, N.A., as a Agent and Lender and as Agent By: /s/ Xxxxxxx X. Xxxxx Xxx Xxxxxxxxx Name: Xxxxxxx X. Xxxxx Xxx Xxxxxxxxx Title: Senior Vice President KeyBank National Association Address: Mail Code: CA9-193-13-33 000 Xxxxxx Xxxxxx XxxxxxxxxX. Xxxx Xx., 00xx Xxxxx Xxx Xxxxxxx, XX 00000 AttentionAttn: Xxxxxxx X. Xxxxx TelephoneXxx Xxxxxxxxx Telecopy: (000) 000-0000 LENDER: CITIBANKXXXXX FARGO BANK, NATIONAL ASSOCIATION, as a Lender By: /s/ Xxxxx Xxx Name: Xxxxx Xxx Title: Authorized Signature Address: 0000 Xxxxxxxx Xxxxxx Xxxxx 0000 Xxxx Xxxxx Xxxxxx, XX 00000 Attn: Xxxxx Xxx Telecopy: (000) 000-0000 LENDER: BARCLAYS BANK PLC, as a Lender By: /s/ Xxxxxxxxxx Xxxxxx Name: Xxxxxxxxxx Xxxxxx Title: Vice President Address: 000 0xx Xxxxxx, 00xx Xxxxx Xxx Xxxx, XX 00000 Attn: Xxxx Xxxx Telecopy: (000) 000-0000 LENDER: JPMORGAN CHASE BANK, N.A., as a Lender By: /s/ Xxxx Xxx X. Xxxxxxxxx Name: Xxxx Xxx X. Xxxxxxxxx Title: Vice President Citibank, N.A. 000 Xxxxxxxxx Xx. 00xx Xxxxx Xxx Executive Director Address: Xxxxxxxx Xxxx Xxxx, XX 00000 AttentionXxxxx 0 Xxxxxxxx Outer Ring Rd, Vathur Hobli Bangalore, India 560 087 Attn: Wei Ke TelephoneXxxxx Xxxxxxxx Telecopy: (+00-00) 000-00000 Fax: (000) 000-0000 LENDER: THE HUNTINGTON NATIONAL BANK, as a Lender By: /s/ Xxxxxxx X. Xxxx Name: Xxxxxxx X. Xxxx Title Senior Vice President The Huntington National Bank 000 Xxxxxx Xxxxxx, 0xx Xxxxx Xxxxxxxxx, XX 00000 Attention: Institutional CRE Telephone: 000-000-0000 BANK OF AMERICA, N.A., as a Lender By: /s/ Xxxxx Xxxx Name: Xxxxx Xxxx Title: Vice President Bank of America, N.A. 000 Xxxxxxxxxx Xxxxxx, 0xx Xxxxx Xxx Xxxxxxxxx, XX 00000 Attention: Xxxxx Xxxx Telephone: 000-000-0000 CAPITAL ONE, NATIONAL ASSOCIATION, as a Lender By: /s/ Xxxxxxx X. Xxxxxxxx Name: Xxxxxxx X. Xxxxxxxx Title: Authorized Signatory Capital One, National Association 0000 Xxxx Xxxxxxx Road Melville. NY 11747 Attention: Xxxxxxx X. Xxxxxxxx Telephone: 000-000-0000 CITIZENS BANK, N.A., as a Lender By: /s/Xxxxxx Xxxxx Name: Xxxxxx Xxxxx Title: SVP Citizens Bank, N.A. 0000 Xxxxxxxx Xxxxxx Xxxxxxxxx, XX 00000 Attention: Xxxxxx X. Xxxxx Telephone: 000-000-0000 COMERICA BANK, as a Lender By: /s/ Xxxxxxx Xxxxxxx Name: Xxxxxxx Xxxxxxx Title: Senior Vice President Comerica Bank 000 X Xxxxxxxxx XX 0000 Xxxxxxx, XX 00000 Attention: Xxxx Xxxxxxxxx Telephone: 000-000-0000 PNC BANK, NATIONAL ASSOCIATION, as a Lender By: /s/ Xxxxx X. Xxxxx-Xxxxxxx Xxxx Xxxx Name: Xxxxx X. Xxxxx-Xxxxxxx Xxxx Xxxx Title: Senior Vice President PNC Bank, National Association BO/RM Address: 0000 Xxxxxx Xxxxxx, 0xx 00xx Xxxxx Xxxxxxxxxxxx, XX 00000 AttentionAttn: Xxxxx Xxxxx-Xxxxxxx TelephoneXxxx X. Xxxx Telecopy: (000-) 000-0000 REGIONS BANKLENDER: Xxxxxx Xxxxxxx Senior Funding, Inc., as a Lender By: /s/ Xxxxxxx Xxxxxxxx Name: Xxxxxxx Xxxxxxxx Xxxx Title: Vice President Regions Bank Address: Xxxxxx Xxxxxxx Loan Servicing 0000 Xxxxx Xxxxxx Xxxxxx Xxxxx, 00xx Xxxxx Xxxxxxxxxx0xx xxxxx Xxxxxxxxx, XX 00000 Attention: Xxxxx Xxxxx TelephoneTel: 000-000-0000 TRUIST Fax: 000-000-0000 xxxxxxxxxxxxxxx@xxxxxxxxxxxxx.xxx LENDER: DEUTSCHE BANK, AG NEW YORK, BRANCH, as a Lender By: /s/ Xxxx Xxxxxx Name: Xxxx Xxxxxx Title: Managing Director Truist Bank 000 Xxxxxxxxx Xx, 00xx Xxxxx Xxxxxxx, XX 00000 Attention: Xxxxxx Xxxxxx Telephone: 000-000-0000 ASSOCIATED BANK, NATIONAL ASSOCIATION, as a Lender By: /s/ Xxxxxxxx Xxxx Name: Xxxxxxxx Xxxx Title: Senior Vice President Associated Bank, National Association 000 X. Xxxxxx, 24th Floor Chicago, Illinois 60661 Attention: Xxxxxx Xxxxxxx Telephone: 000-000-0000 BMO XXXXXX BANK, N.A., as a Lender By: /s/ Xxxxx X. Xxxxxxxx Xxxxxxx Name: Xxxxx X. Xxxxxxxx Dusan Lazarav Title: Vice President BMO Xxxxxx BankDirector Address: 0000 Xxxx Xxxxxxx, N.A. Xxxxx 000 Xx Xxxxx Xxxxxx XxxxxxxXxxxxxxxxxxx, XX 00000 AttentionAttn: X. Xxxxxxxx Telephone: 000-000-0000 Facsimile: N/A EXHIBIT A-1 FORM OF REVOLVING CREDIT NOTE $ , 2021 FOR VALUE RECEIVED, the undersigned (collectively, and jointly and severally, “Maker”), hereby promise to pay to (“Payee”), or order, in accordance with the terms of that certain Second Amended and Restated Credit Agreement, dated as of May 18, 2021, as from time to time in effect, among INDEPENDENCE REALTY OPERATING PARTNERSHIP, LP, the Subsidiary Borrowers, KeyBank National Association, for itself and as Agent, and such other Lenders as may be from time to time named therein (as may be amended, modified, supplemented and/or extended from time to time, the “Credit Agreement”), to the extent not sooner paid, on or before the Revolving Credit Maturity Date, the principal sum of Million and No/100 Dollars ($ ), or such amount as may be advanced by the Payee under the Credit Agreement as a Revolving Credit Loan with daily interest from the date thereof, computed as provided in the Credit Agreement, on the principal amount hereof from time to time unpaid, at a rate per annum on each portion of the principal amount which shall at all times be equal to the rate of interest applicable to such portion in accordance with the Credit Agreement, and with interest on overdue principal and, to the extent permitted by applicable law, on overdue installments of interest and late charges at the rates provided in the Credit Agreement. Interest shall be payable on the dates specified in the Credit Agreement, except that all accrued interest shall be paid at the stated or accelerated maturity hereof or upon the prepayment in full hereof. Capitalized terms used herein and not otherwise defined herein shall have the meanings set forth in the Credit Agreement. Payments hereunder shall be made to Agent for the Payee at 000 Xxxxxx Xxxxxx, Xxxxxxxxx, Xxxx 00000-0000, or at such other address as Agent may designate from time to time, or made by wire transfer in accordance with wiring instructions provided by Agent. This Note is one of one or more Revolving Credit Notes evidencing borrowings under and is entitled to the benefits and subject to the provisions of the Credit Agreement. The principal of this Note may be due and payable in whole or in part prior to the Revolving Credit Maturity Date and is subject to mandatory prepayment in the amounts and under the circumstances set forth in the Credit Agreement, and may be prepaid in whole or from time to time in part, all as set forth in the Credit Agreement. Notwithstanding anything in this Note to the contrary, all agreements between the undersigned Maker and the Lenders and Agent, whether now existing or hereafter arising and whether written or oral, are hereby limited so that in no contingency, whether by reason of acceleration of the maturity of any of the Obligations or otherwise, shall the interest contracted for, charged or received by the Lenders exceed the maximum amount permissible under applicable law. If, from any circumstance whatsoever, interest would otherwise be payable to the Lenders in excess of the maximum lawful amount, the interest payable to the Lenders shall be reduced to the maximum amount permitted under applicable law; and if from any circumstance the Lenders shall ever receive anything of value deemed interest by applicable law in excess of the maximum lawful amount, an amount equal to any excessive interest shall be applied to the reduction of the principal balance of the Obligations of the undersigned Maker and to the payment of interest or, if such excessive interest exceeds the unpaid balance of principal of the Obligations of the undersigned Maker, such excess shall be refunded to the undersigned Maker. All interest paid or agreed to be paid to the Lenders shall, to the extent permitted by applicable law, be amortized, prorated, allocated and spread throughout the full period until payment in full of the principal of the Obligations of the undersigned Maker (including the period of any renewal or extension thereof) so that the interest thereon for such full period shall not exceed the maximum amount permitted by applicable law. This paragraph shall control all agreements between the undersigned Maker and the Lenders and Agent. In case an Event of Default shall occur, the entire principal amount of this Note may become or be declared due and payable in the manner and with the effect provided in said Credit Agreement. This Note shall be governed by the laws of the State of New York, including, without limitation, New York General Obligations Law Section 5-1401. The undersigned Maker and all guarantors and endorsers, to the extent permitted by applicable law, hereby waive presentment, demand, notice, protest, notice of intention to accelerate the indebtedness evidenced hereby, notice of acceleration of the indebtedness evidenced hereby and all other demands and notices in connection with the delivery, acceptance, performance and enforcement of this Note, except as specifically otherwise provided in the Credit Agreement, and assent to extensions of time of payment or forbearance or other indulgence without notice. All obligations of Maker under this Note and the other Loan Documents shall be the joint and several obligations of each Borrower.Xxxxx Xxxxx
Appears in 1 contract
Samples: Loan and Security Agreement (Advanced Micro Devices Inc)
AGENT AND LENDER. KEYBANK NATIONAL ASSOCIATION, as a Lender and as Agent By: /s/ Xxxxxxx X. Xxxxx Xxxx Name: Xxxxxxx X. Xxxxx Xxxx Title: Vice President (SEAL) Address: KeyBank National Association 000 Xxxxxxxx Xxxxxx Xxxxxx XxxxxxxxxXxxxxx, XX Xxxxxxxxxxxxx 00000 Attention: Xxxxxxx X. Xxxx Telephone: 000-000-0000 Facsimile: 000-000-0000 LENDER: XXXXX FARGO BANK, NATIONAL ASSOCIATION, as Lender By: /s/ Xxxxx Xxxxxxx Name: Xxxxx Xxxxxxx Title: Vice President (SEAL) Address: Xxxxx Fargo Bank, National Association 0000 Xxxxxxx Xxxx Xxxx Xxxxx 0000 Xxx Xxxxxxx, Xxxxxxxxxx 00000 Attention: Xxxx X. Xxxxx Telephone: (000) 000-0000 LENDERFacsimile: CITIBANK, N.A., as a Lender By: /s/ Xxxx Xxx Name: Xxxx Xxx Title: Vice President Citibank, N.A. 000 Xxxxxxxxx Xx. 00xx Xxxxx Xxx Xxxx, XX 00000 Attention: Wei Ke Telephone: (000-) 000-0000 LENDER: THE HUNTINGTON NATIONAL BANKSCHEDULE 1.1 LENDERS AND COMMITMENTS Name and Address Revolving Credit Commitment Revolving Credit Commitment Percentage Alternative Currency Funding Commitment KeyBank National Association 000 Xxxxxxxx Xxxxxx Xxxxxx, as a Lender By: /s/ Xxxxxxx X. Xxxx NameXxxxxxxxxxxxx 00000 Attention: Xxxxxxx X. Xxxx Title Senior Vice President The Huntington National Bank 000 Xxxxxx Xxxxxx, 0xx Xxxxx Xxxxxxxxx, XX 00000 Attention: Institutional CRE Telephone: 000-000 000 0000 Facsimile: 000- 000-0000 BANK OF AMERICA, N.A., $ 65,000,000.00 16.049382716049 % $ 6,419,753.09 LIBOR Lending Office Same as a Lender By: /s/ Xxxxx Xxxx Name: Xxxxx Xxxx Title: Vice President Above Bank of America, N.A. 000 Xxxxxxxxxx Xxxxxx, 0xx Xxxxx 6th Floor CA5-704-06-37 Xxx Xxxxxxxxx, XX 00000 Xxxxxxxxxx 00000-0000 Attention: Xxxxx Xxxx Telephone: 000-000-0000 CAPITAL ONE, NATIONAL ASSOCIATION, as a Lender By: /s/ Xxxxxxx X. Xxxxxxxx Name: Xxxxxxx X. Xxxxxxxx Title: Authorized Signatory Capital One, National Association 0000 Xxxx Xxxxxxx Road Melville. NY 11747 Attention: Xxxxxxx X. Xxxxxxxx Telephone: 000-000-0000 CITIZENS BANK, N.A., as a Lender By: /s/Xxxxxx Xxxxx Name: Xxxxxx Xxxxx Title: SVP Citizens Bank, N.A. 0000 Xxxxxxxx Xxxxxx Xxxxxxxxx, XX 00000 Attention: Xxxxxx X. Xxxxx Telephone: 000-000-0000 COMERICA BANK, as a Lender By: /s/ Xxxxxxx Xxxxxxx Name: Xxxxxxx Xxxxxxx Title: Senior Vice President Comerica Bank 000 X Xxxxxxxxx XX 0000 Xxxxxxx, XX 00000 Attention: Xxxx Xxxxxxxxx Telephone: 000-000-0000 PNC BANK, NATIONAL ASSOCIATION, as a Lender By: /s/ Xxxxx X. Xxxxx-Xxxxxxx Name: Xxxxx X. Xxxxx-Xxxxxxx Title: Senior Vice President PNC Bank, National Association 0000 Xxxxxx Xxxxxx, 0xx Xxxxx Xxxxxxxxxxxx, XX 00000 Attention: Xxxxx Xxxxx-Xxxxxxx Telephone: 000-000-0000 REGIONS BANK, as a Lender By: /s/ Xxxxxxx Xxxxxxxx Name: Xxxxxxx Xxxxxxxx Title: Vice President Regions Bank 0000 Xxxxx Xxxxxx Xxxxx, 00xx Xxxxx Xxxxxxxxxx, XX 00000 Attention: Xxxxx Xxxxx TelephoneFacsimile: 000-000-0000 TRUIST BANK$ 45,000,000.00 11.111111111111 % $ 4,444,444.44 LIBOR Lending Office Same as Above CitiBank, as a Lender By: /s/ Xxxx Xxxxxx Name: Xxxx Xxxxxx Title: Director Truist Bank N.A. 000 Xxxxxxxxx XxXxxxxx, 00xx Xxxxx XxxxxxxXxx Xxxx, XX Xxx Xxxx 00000 Attention: Xxxxxx Xxxxxx Telephone: 000-000-0000 ASSOCIATED BANK, NATIONAL ASSOCIATION, as a Lender By: /s/ Xxxxxxxx Xxxx Name: Xxxxxxxx Xxxx Title: Senior Vice President Associated Bank, National Association 000 X. Xxxxxx, 24th Floor Chicago, Illinois 60661 Attention: Xxxxxx Xxxxxxx Telephone: 000-000-0000 BMO XXXXXX BANK, N.A., as a Lender By: /s/ Xxxxx X. Xxxxxxxx Name: Xxxxx X. Xxxxxxxx Title: Vice President BMO Xxxxxx Bank, N.A. 000 Xx Xxxxx Xxxxxx Xxxxxxx, XX 00000 Attention: X. Xxxxxxxx Telephone: 000-000-0000 Facsimile: N000-000-0000 $ 45,000,000.00 11.111111111111 % $ 4,444,444.44 LIBOR Lending Office Same as Above Name and Address Revolving Credit Commitment Revolving Credit Commitment Percentage Alternative Currency Funding Commitment Royal Bank of Canada New York Branch Three World Financial Center 000 Xxxxx Xxxxxx New York, NY 10281-8098 Attn: Manager, Loans Administration Telephone: 000-000-0000 Facsimile: 000-000-000 $ 65,000,000.00 16.049382716049 % $ 6,419,753.09 LIBOR Lending Office Same as Above Credit Suisse AG, Cayman Islands Branch Eleven Madison Avenue, 19th Floor Xxx Xxxx, XX 00000 Attention: Xxxxxxx X’Xxxx, Vice President Telephone: 000-000-0000 Facsimile: 000-000-0000 $ 35,000,000.00 8.641975308642 % $ 3,456,790.12 LIBOR Lending Office Same as Above Regions Bank 0000 0xx Xxxxxx Xxxxx, 00xx Xxxxx Xxxxxxxxxx, Xxxxxxx 00000 Attention: Xxxxx Xxxxxx Telephone: 000 000 0000 Facsimile: 000 000 0000 $ 65,000,000.00 16.049382716049 % $ 6,419,753.09 LIBOR Lending Office Same as Above CoBank, ACB 000 Xxxxx Xxxxxx Xxxxxx. Xxxxxxxxx Xxxxxxx, Xx. 00000 $ 10,000,000.00 2.469135802469 % $ 987,654.32 Name and Address Revolving Credit Commitment Revolving Credit Commitment Percentage Alternative Currency Funding Commitment Attention: Xxxxxxxx Xxxxxx Telephone: 000 000 0000 Facsimile: 000 000 0000 LIBOR Lending Office Same as above Xxxxxxxxx Group, Inc. Xxxxxxxxx & Company, Inc. 000 Xxxxxxx Xxxxxx, 0xx Xxxxx Xxx Xxxx, XX 00000 Telephone: 000.000.0000 Facsimile: 646.786.5849 $ 25,000,000 6.172839506173 % $ 2,469,135.80 LIBOR Lending Office Same as above Toronto Dominion (Texas) LLC c/A EXHIBIT A-1 FORM OF REVOLVING CREDIT NOTE o TD Securities Royal Trust Tower, 25th Floor 00 Xxxx Xxxxxx Xxxx Xxxxxxx Xxxxxxx X0X 0X0 Attention: Xxxx Xxxxx Telephone: 000-000-0000 Facsimile: 000-000-0000 $ 25,000,000 6.172839506173 % $ 2,469,135.80 LIBOR Lending Office Same as Above Xxxxx Fargo Bank, 2021 FOR VALUE RECEIVEDNational Association 0000 Xxxxxxx Xxxx Xxxx Xxxxx 0000 Xxx Xxxxxxx, the undersigned Xxxxxxxxxx 00000 Attention: Xxxx X. Xxxxx Telephone: (collectively000) 000-0000 Facsimile: (000) 000-0000 $ 25,000,000.00 6.172839506173 % $ 2,469,135.80 Name and Address Revolving Credit Commitment Revolving Credit Commitment Percentage Alternative Currency Funding Commitment LIBOR Lending Office Same as Above Consent and Acknowledgment of Guarantor The undersigned, and jointly and severally, “Maker”), hereby promise to pay to (“Payee”), or order, in accordance with the terms of as a Guarantor under that certain Second Amended and Restated Credit Guaranty dated January 3, 2013 (the “Guaranty”) executed by the undersigned in favor of the Agent and the Lenders, hereby consents to, and agrees to be bound by, this Agreement and hereby confirms and agrees that, notwithstanding this Agreement, dated as of May 18, 2021, as from time the Guaranty and each other Loan Document to time in effect, among INDEPENDENCE REALTY OPERATING PARTNERSHIP, LP, the Subsidiary Borrowers, KeyBank National Association, for itself and as Agentwhich it is a party are, and such other Lenders as may be from time shall continue to time named therein (as may be amendedbe, modified, supplemented and/or extended from time to time, the “Credit Agreement”), to the extent not sooner paid, on or before the Revolving Credit Maturity Date, the principal sum of Million and No/100 Dollars ($ ), or such amount as may be advanced by the Payee under the Credit Agreement as a Revolving Credit Loan with daily interest from the date thereof, computed as provided in the Credit Agreement, on the principal amount hereof from time to time unpaid, at a rate per annum on each portion of the principal amount which shall at all times be equal to the rate of interest applicable to such portion in accordance with the Credit Agreement, and with interest on overdue principal and, to the extent permitted by applicable law, on overdue installments of interest and late charges at the rates provided in the Credit Agreement. Interest shall be payable on the dates specified in the Credit Agreement, except that all accrued interest shall be paid at the stated or accelerated maturity hereof or upon the prepayment in full hereof. Capitalized terms used herein force and not otherwise defined herein shall have the meanings set forth in the Credit Agreement. Payments hereunder shall be made to Agent for the Payee at 000 Xxxxxx Xxxxxx, Xxxxxxxxx, Xxxx 00000-0000, or at such other address as Agent may designate from time to time, or made by wire transfer in accordance with wiring instructions provided by Agent. This Note is one of one or more Revolving Credit Notes evidencing borrowings under effect and is entitled to the benefits and subject to the provisions of the Credit Agreement. The principal of this Note may be due and payable in whole or in part prior to the Revolving Credit Maturity Date and is subject to mandatory prepayment in the amounts and under the circumstances set forth in the Credit Agreement, and may be prepaid in whole or from time to time in part, all as set forth in the Credit Agreement. Notwithstanding anything in this Note to the contrary, all agreements between the undersigned Maker and the Lenders and Agent, whether now existing or hereafter arising and whether written or oral, are hereby limited so that confirmed and ratified in no contingencyall respects. GUARANTOR: CORESITE REALTY CORPORATION, whether by reason of acceleration of the maturity of any of the Obligations or otherwisea Maryland corporation By: /s/ Xxxxx X. XxXxxxxxxx Name: Xxxxx X. XxXxxxxxxx Title: Senior Vice President, shall the interest contracted forLegal, charged or received by the Lenders exceed the maximum amount permissible under applicable law. If, from any circumstance whatsoever, interest would otherwise be payable to the Lenders in excess of the maximum lawful amount, the interest payable to the Lenders shall be reduced to the maximum amount permitted under applicable law; Secretary and if from any circumstance the Lenders shall ever receive anything of value deemed interest by applicable law in excess of the maximum lawful amount, an amount equal to any excessive interest shall be applied to the reduction of the principal balance of the Obligations of the undersigned Maker and to the payment of interest or, if such excessive interest exceeds the unpaid balance of principal of the Obligations of the undersigned Maker, such excess shall be refunded to the undersigned Maker. All interest paid or agreed to be paid to the Lenders shall, to the extent permitted by applicable law, be amortized, prorated, allocated and spread throughout the full period until payment in full of the principal of the Obligations of the undersigned Maker (including the period of any renewal or extension thereof) so that the interest thereon for such full period shall not exceed the maximum amount permitted by applicable law. This paragraph shall control all agreements between the undersigned Maker and the Lenders and Agent. In case an Event of Default shall occur, the entire principal amount of this Note may become or be declared due and payable in the manner and with the effect provided in said Credit Agreement. This Note shall be governed by the laws of the State of New York, including, without limitation, New York General Obligations Law Section 5-1401. The undersigned Maker and all guarantors and endorsers, to the extent permitted by applicable law, hereby waive presentment, demand, notice, protest, notice of intention to accelerate the indebtedness evidenced hereby, notice of acceleration of the indebtedness evidenced hereby and all other demands and notices in connection with the delivery, acceptance, performance and enforcement of this Note, except as specifically otherwise provided in the Credit Agreement, and assent to extensions of time of payment or forbearance or other indulgence without notice. All obligations of Maker under this Note and the other Loan Documents shall be the joint and several obligations of each Borrower.Counsel
Appears in 1 contract
AGENT AND LENDER. KEYBANK NATIONAL ASSOCIATION, as a Lender and as Agent By: /s/ Xxxxxxx X. Xxxxx Xxxx Name: Xxxxxxx X. Xxxxx Xxxx Title: Vice President (SEAL) Address: KeyBank National Association 000 Xxxxxxxx Xxxxxx Xxxxxx XxxxxxxxxXxxxxx, XX Xxxxxxxxxxxxx 00000 Attention: Xxxxxxx X. Xxxxx Xxxx Telephone: (000) -000-0000 LENDER: CITIBANK, N.A., as a Lender By: /s/ Xxxx Xxx Name: Xxxx Xxx Title: Vice President Citibank, N.A. 000 Xxxxxxxxx Xx. 00xx Xxxxx Xxx Xxxx, XX 00000 Attention: Wei Ke TelephoneFacsimile: 000-000-0000 LENDER: THE HUNTINGTON NATIONAL BANKTORONTO DOMINION (TEXAS) LLC, as a Lender By: /s/ Xxxxxxx X. Xxxx Xxxxxx Xxxxxx Name: Xxxxxx Xxxxxx Title: Authorized Signatory (SEAL) Address: Toronto Dominion (Texas) LLC c/o TD Securities Royal Trust Tower, 25th Floor 00 Xxxx Xxxxxx Xxxx Xxxxxxx X. Xxxx Title Senior Vice President The Huntington National Bank 000 Xxxxxx Xxxxxx, 0xx Xxxxx Xxxxxxxxx, XX 00000 Xxxxxxx X0X 0X0 Attention: Institutional CRE Xxxx Xxxxx Telephone: 000-000-0000 BANK OF AMERICAFacsimile: 000-000-0000 SCHEDULE 1.1 LENDERS AND COMMITMENTS Name and Address Revolving Credit Commitment Revolving Credit Commitment Percentage Alternative Currency Funding Commitment KeyBank National Association 000 Xxxxxxxx Xxxxxx Xxxxxx, N.A., Xxxxxxxxxxxxx 00000 Attention: Xxxxxxx X. Xxxx $ 65,000,000.00 17.10526315 % $ 6,842,105.26 Telephone: 000 000 0000 Facsimile: 000- 000-0000 LIBOR Lending Office Same as a Lender By: /s/ Xxxxx Xxxx Name: Xxxxx Xxxx Title: Vice President Above Bank of America, N.A. 000 Xxxxxxxxxx Xxxxxx, 0xx Xxxxx XX0-000-00-00 Xxx Xxxxxxxxx, XX 00000 Xxxxxxxxxx 00000-0000 $ 45,000,000.00 11.84210526 % $ 4,736,842.10 Attention: Xxxxx Xxxx Telephone: 000-000-0000 CAPITAL ONE, NATIONAL ASSOCIATION, as a Lender By: /s/ Xxxxxxx X. Xxxxxxxx Name: Xxxxxxx X. Xxxxxxxx Title: Authorized Signatory Capital One, National Association 0000 Xxxx Xxxxxxx Road Melville. NY 11747 Attention: Xxxxxxx X. Xxxxxxxx Telephone: 000-000-0000 CITIZENS BANK, N.A., as a Lender By: /s/Xxxxxx Xxxxx Name: Xxxxxx Xxxxx Title: SVP Citizens Bank, N.A. 0000 Xxxxxxxx Xxxxxx Xxxxxxxxx, XX 00000 Attention: Xxxxxx X. Xxxxx Telephone: 000-000-0000 COMERICA BANK, as a Lender By: /s/ Xxxxxxx Xxxxxxx Name: Xxxxxxx Xxxxxxx Title: Senior Vice President Comerica Bank 000 X Xxxxxxxxx XX 0000 Xxxxxxx, XX 00000 Attention: Xxxx Xxxxxxxxx Telephone: 000-000-0000 PNC BANK, NATIONAL ASSOCIATION, as a Lender By: /s/ Xxxxx X. Xxxxx-Xxxxxxx Name: Xxxxx X. Xxxxx-Xxxxxxx Title: Senior Vice President PNC Bank, National Association 0000 Xxxxxx Xxxxxx, 0xx Xxxxx Xxxxxxxxxxxx, XX 00000 Attention: Xxxxx Xxxxx-Xxxxxxx Telephone: 000-000-0000 REGIONS BANK, as a Lender By: /s/ Xxxxxxx Xxxxxxxx Name: Xxxxxxx Xxxxxxxx Title: Vice President Regions Bank 0000 Xxxxx Xxxxxx Xxxxx, 00xx Xxxxx Xxxxxxxxxx, XX 00000 Attention: Xxxxx Xxxxx TelephoneFacsimile: 000-000-0000 TRUIST BANKLIBOR Lending Office Same as Above CitiBank, as a Lender By: /s/ Xxxx Xxxxxx Name: Xxxx Xxxxxx Title: Director Truist Bank N.A. 000 Xxxxxxxxx XxXxxxxx, 00xx Xxxxx XxxxxxxXxx Xxxx, XX Xxx Xxxx 00000 $ 45,000,000.00 11.84210526 % $ 4,736,842.10 Attention: Xxxxxx Xxxxxx Telephone: 000-000-0000 ASSOCIATED BANK, NATIONAL ASSOCIATION, as a Lender By: /s/ Xxxxxxxx Xxxx Name: Xxxxxxxx Xxxx Title: Senior Vice President Associated Bank, National Association 000 X. Xxxxxx, 24th Floor Chicago, Illinois 60661 Attention: Xxxxxx Xxxxxxx Telephone: 000-000-0000 BMO XXXXXX BANK, N.A., as a Lender By: /s/ Xxxxx X. Xxxxxxxx Name: Xxxxx X. Xxxxxxxx Title: Vice President BMO Xxxxxx Bank, N.A. 000 Xx Xxxxx Xxxxxx Xxxxxxx, XX 00000 Attention: X. Xxxxxxxx Telephone: 000-000-0000 Facsimile: N000-000-0000 LIBOR Lending Office Same as Above Name and Address Revolving Credit Commitment Revolving Credit Commitment Percentage Alternative Currency Funding Commitment Royal Bank of Canada New York Branch Three World Financial Center 000 Xxxxx Xxxxxx New York, NY 10281-8098 Attn: Manager, Loans Administration $ 65,000,000.00 17.10526315 % $ 6,842,105.26 Telephone: 000-000-0000 Facsimile: 000-000-000 LIBOR Lending Office Same as Above Credit Suisse AG, Cayman Islands Branch Eleven Madison Avenue, 19th Floor Xxx Xxxx, XX 00000 Attention: Xxxxxxx X’Xxxx, Vice President $ 35,000,000.00 9.210526315 % $ 3,684,210.53 Telephone: 000-000-0000 Facsimile: 000-000-0000 LIBOR Lending Office Same as Above Regions Bank 0000 0xx Xxxxxx Xxxxx, 00xx Xxxxx Xxxxxxxxxx, Xxxxxxx 00000 Attention: Xxxxx Xxxxxx $ 65,000,000.00 17.10526315 % $ 6,842,105.26 Telephone: 000 000 0000 Facsimile: 000 000 0000 LIBOR Lending Office Same as Above CoBank, ACB 000 Xxxxx Xxxxxx Xxxxxx. Xxxxxxxxx Xxxxxxx, Xx. 00000 $ 10,000,000.00 2.631578947 % $ 1,052,631.58 Name and Address Revolving Credit Commitment Revolving Credit Commitment Percentage Alternative Currency Funding Commitment Attention: Xxxxxxxx Xxxxxx Telephone: 000 000 0000 Facsimile: 000 000 0000 LIBOR Lending Office Same as above Xxxxxxxxx Group, Inc. Xxxxxxxxx & Company, Inc. 000 Xxxxxxx Xxxxxx, 0xx Xxxxx Xxx Xxxx, XX 00000 $ 25,000,000 6.578947368 % $ 2,631,578.95 Telephone: 000.000.0000 Facsimile: 646.786.5849 LIBOR Lending Office Same as above Toronto Dominion (Texas) LLC c/A EXHIBIT A-1 FORM OF REVOLVING CREDIT NOTE o TD Securities Royal Trust Tower, 25th Floor 00 Xxxx Xxxxxx Xxxx Xxxxxxx Xxxxxxx X0X 0X0 Attention: Xxxx Xxxxx $ 25,000,000 6.578947368 % $ 2,631,578.95 Telephone: 000-000-0000 Facsimile: 000-000-0000 LIBOR Lending Office Same as Above Consent and Acknowledgment of Guarantor The undersigned, 2021 FOR VALUE RECEIVED, the undersigned (collectively, and jointly and severally, “Maker”), hereby promise to pay to (“Payee”), or order, in accordance with the terms of as a Guarantor under that certain Second Amended and Restated Credit Guaranty dated January 3, 2013 (the “Guaranty”) executed by the undersigned in favor of the Agent and the Lenders, hereby consents to, and agrees to be bound by, this Agreement and hereby confirms and agrees that, notwithstanding this Agreement, dated as of May 18, 2021, as from time the Guaranty and each other Loan Document to time in effect, among INDEPENDENCE REALTY OPERATING PARTNERSHIP, LP, the Subsidiary Borrowers, KeyBank National Association, for itself and as Agentwhich it is a party are, and such other Lenders as may be from time shall continue to time named therein (as may be amendedbe, modified, supplemented and/or extended from time to time, the “Credit Agreement”), to the extent not sooner paid, on or before the Revolving Credit Maturity Date, the principal sum of Million and No/100 Dollars ($ ), or such amount as may be advanced by the Payee under the Credit Agreement as a Revolving Credit Loan with daily interest from the date thereof, computed as provided in the Credit Agreement, on the principal amount hereof from time to time unpaid, at a rate per annum on each portion of the principal amount which shall at all times be equal to the rate of interest applicable to such portion in accordance with the Credit Agreement, and with interest on overdue principal and, to the extent permitted by applicable law, on overdue installments of interest and late charges at the rates provided in the Credit Agreement. Interest shall be payable on the dates specified in the Credit Agreement, except that all accrued interest shall be paid at the stated or accelerated maturity hereof or upon the prepayment in full hereof. Capitalized terms used herein force and not otherwise defined herein shall have the meanings set forth in the Credit Agreement. Payments hereunder shall be made to Agent for the Payee at 000 Xxxxxx Xxxxxx, Xxxxxxxxx, Xxxx 00000-0000, or at such other address as Agent may designate from time to time, or made by wire transfer in accordance with wiring instructions provided by Agent. This Note is one of one or more Revolving Credit Notes evidencing borrowings under effect and is entitled to the benefits and subject to the provisions of the Credit Agreement. The principal of this Note may be due and payable in whole or in part prior to the Revolving Credit Maturity Date and is subject to mandatory prepayment in the amounts and under the circumstances set forth in the Credit Agreement, and may be prepaid in whole or from time to time in part, all as set forth in the Credit Agreement. Notwithstanding anything in this Note to the contrary, all agreements between the undersigned Maker and the Lenders and Agent, whether now existing or hereafter arising and whether written or oral, are hereby limited so that confirmed and ratified in no contingencyall respects. GUARANTOR: CORESITE REALTY CORPORATION, whether by reason of acceleration of the maturity of any of the Obligations or otherwisea Maryland corporation By: /s/ Xxxxx X. XxXxxxxxxx Name: Xxxxx X. XxXxxxxxxx Title: Senior Vice President, shall the interest contracted forLegal, charged or received by the Lenders exceed the maximum amount permissible under applicable law. If, from any circumstance whatsoever, interest would otherwise be payable to the Lenders in excess of the maximum lawful amount, the interest payable to the Lenders shall be reduced to the maximum amount permitted under applicable law; Secretary and if from any circumstance the Lenders shall ever receive anything of value deemed interest by applicable law in excess of the maximum lawful amount, an amount equal to any excessive interest shall be applied to the reduction of the principal balance of the Obligations of the undersigned Maker and to the payment of interest or, if such excessive interest exceeds the unpaid balance of principal of the Obligations of the undersigned Maker, such excess shall be refunded to the undersigned Maker. All interest paid or agreed to be paid to the Lenders shall, to the extent permitted by applicable law, be amortized, prorated, allocated and spread throughout the full period until payment in full of the principal of the Obligations of the undersigned Maker (including the period of any renewal or extension thereof) so that the interest thereon for such full period shall not exceed the maximum amount permitted by applicable law. This paragraph shall control all agreements between the undersigned Maker and the Lenders and Agent. In case an Event of Default shall occur, the entire principal amount of this Note may become or be declared due and payable in the manner and with the effect provided in said Credit Agreement. This Note shall be governed by the laws of the State of New York, including, without limitation, New York General Obligations Law Section 5-1401. The undersigned Maker and all guarantors and endorsers, to the extent permitted by applicable law, hereby waive presentment, demand, notice, protest, notice of intention to accelerate the indebtedness evidenced hereby, notice of acceleration of the indebtedness evidenced hereby and all other demands and notices in connection with the delivery, acceptance, performance and enforcement of this Note, except as specifically otherwise provided in the Credit Agreement, and assent to extensions of time of payment or forbearance or other indulgence without notice. All obligations of Maker under this Note and the other Loan Documents shall be the joint and several obligations of each Borrower.Counsel
Appears in 1 contract
