Common use of Comprised of Clause in Contracts

Comprised of. [Type of Committed Loan requested] 4 In the following currency: 5 For Eurocurrency Rate Loans: with an Interest Period of months. 6 On behalf of [insert name of applicable Borrower]. The Committed Borrowing, if any, requested herein complies with the provisos to the first sentence of Section 2.01 of the Agreement. By: Name: Title: #5667179 Date: ___________, _____ To: Bank of America, N.A., as Swing Line Lender Bank of America, N.A., as Administrative Agent Ladies and Gentlemen: Reference is made to that certain Seventh Amended and Restated Credit Agreement, dated as of June 19, 2018 (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 Core Laboratories N.V., a Netherlands limited liability company and Core Laboratories (U.S.) Interests Holdings, Inc., a Texas corporation (each herein called a “Borrower” and collectively called the “Borrowers”), the Lenders from time to time party thereto, and Bank of America, N.A., as Administrative Agent, L/C Issuer and Swing Line Lender. The undersigned hereby requests a Swing Line Loan: 1 On (a Business Day). 2 In the amount of $ . The Swing Line Borrowing requested herein complies with the requirements of the provisos to the first sentence of Section 2.04(a) of the Agreement. By: Name: Title: [$Commitment Amount] June 19, 2018 Each of Core Laboratories N.V., a Netherlands limited liability company and Core Laboratories (U.S.) Interests Holdings, Inc., a Texas corporation (each herein called a “Borrower” and collectively called the “Borrowers”), hereby jointly and severally promises to pay to [NAME OF LENDER] (the “Lender”) the principal sum of [COMMITMENT AMOUNT] ($Commitment Amount) or, if less, the aggregate unpaid principal amount of all Loans made by the Lender to the Borrower pursuant to the Agreement (as hereinafter defined), to the Administrative Agent for the account of the Lender in the currency in which such Committed Loan was denominated and in Same Day Funds at the Administrative Agent’s Office for such currency, together with interest on the unpaid principal amount hereof at the rates and on the dates set forth in the Agreement. The Borrowers shall pay the principal of and accrued and unpaid interest on the Loans in full on the Facility Termination Date. 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. The Lender shall, and is hereby authorized to, record on the schedule attached hereto, or to otherwise record in accordance with its usual practice, the date and amount of each Loan and the date and amount of each principal payment hereunder. This Note is one of the Notes issued pursuant to, and is entitled to the benefits of, that certain Seventh Amended and Restated Credit Agreement dated as of June 19, 2018 (which, as it may be amended or modified and in effect from time to time, is herein called the “Agreement”), among the Borrowers, the lenders party thereto, including the Lender, and Bank of America, N.A, as Administrative Agent, to which Agreement reference is hereby made for a statement of the terms and conditions governing this Note, including the terms and conditions under which this Note may be prepaid or its maturity date accelerated. This Note is guaranteed pursuant to the Guaranties, all as more specifically described in the Agreement, and reference is made thereto for a statement of the terms and provisions thereof. Capitalized terms used herein and not otherwise defined herein are used with the meanings attributed to them in the Agreement. THIS NOTE SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF TEXAS. CORE LABORATORIES N.V., a Netherlands limited liability company By: Core Laboratories International B.V., its sole Managing Director By: Name: ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ Title: Managing Director INTERESTS HOLDINGS, INC., a Texas corporation By: Name: ▇▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇ Title: Chief Financial Officer

Appears in 1 contract

Sources: Credit Agreement (Core Laboratories N V)

Comprised of. [Type of Used Vehicle Floorplan Committed Loan requested] 4 In the following currency: 5 For Eurocurrency Rate Loans: with an Interest Period of months. 6 On behalf of [insert name of applicable Borrower]. The Committed Used Vehicle Floorplan Swing Line Borrowing, if any, requested herein complies with the provisos to the first sentence of Section 2.01 2.08(a) of the Credit Agreement. By: Name: Title: #5667179 Date: FOR VALUE RECEIVED, each of the undersigned (each a “Borrower” and collectively the “Borrowers”) hereby promises, jointly and severally, to pay to ___________, __________ To: Bank or registered assigns (the “Lender”), in accordance with the provisions of Americathe Credit Agreement (as hereinafter defined), N.A.the principal amount of each New Vehicle Floorplan Loan from time to time made by the Lender to Sonic Automotive, as Swing Line Inc. (the “Company”) or any New Vehicle Borrower under the Credit Agreement and the principal amount of each Used Vehicle Floorplan Loan from time to time made by the Lender Bank of America, N.A., as Administrative Agent Ladies and Gentlemen: Reference is made to the Company under that certain Seventh Third Amended and Restated Syndicated New and Used Vehicle Floorplan Credit Agreement, dated as of June 19November 30, 2018 2016 (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 Core Laboratories N.V.the Company, a Netherlands limited liability company and Core Laboratories (U.S.) Interests Holdings, Inc., a Texas corporation (each herein called a “Borrower” and collectively called certain Subsidiaries of the “Borrowers”)Company from time to time party thereto, the Lenders from time to time party thereto, and Bank of America, N.A., as Administrative Agent, L/C Issuer and New Vehicle Swing Line Lender. The undersigned hereby requests a , and Used Vehicle Swing Line Loan: 1 On Lender, and Bank of America, N.A., as Revolving Administrative Agent (a Business Dayin the capacity of collateral agent for the Secured Parties). 2 In the amount of $ . The Swing Line Borrowing requested herein complies with the requirements of the provisos to the first sentence of Section 2.04(a) of the Agreement. By: Name: Title: [$Commitment Amount] June 19Each Borrower promises, 2018 Each of Core Laboratories N.V., a Netherlands limited liability company and Core Laboratories (U.S.) Interests Holdings, Inc., a Texas corporation (each herein called a “Borrower” and collectively called the “Borrowers”), hereby jointly and severally promises severally, to pay to [NAME OF LENDER] (interest on the “Lender”) the principal sum of [COMMITMENT AMOUNT] ($Commitment Amount) or, if less, the aggregate unpaid principal amount of each Loan from the date of such New Vehicle Floorplan Loan or Used Vehicle Floorplan Loan until such principal amount is paid in full, at such interest rates and at such times as provided in the Credit Agreement. Except as otherwise provided in Section 2.03(h) with respect to New Vehicle Floorplan Swing Line Loans, and Section 2.08(f) with respect to Used Vehicle Floorplan Swing Line Loans, all Loans payments of principal and interest shall be made by the Lender to the Borrower pursuant to the Agreement (as hereinafter defined), to the Administrative Agent for the account of the Lender in the currency Dollars in which such Committed Loan was denominated and in Same Day Funds immediately available funds at the Administrative Agent’s Office for such currency, together with interest on the unpaid principal amount hereof at the rates and on the dates set forth in the Agreement. The Borrowers shall pay the principal of and accrued and unpaid interest on the Loans in full on the Facility Termination DateOffice. 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. The Lender shall, and is hereby authorized to, record on the schedule attached hereto, or to otherwise record in accordance with its usual practice, the date and amount of each Loan and the date and amount of each principal payment hereunder. This Note is one of the Notes issued pursuant toreferred to in the Credit Agreement, and is entitled to the benefits of, that certain Seventh Amended thereof and Restated Credit Agreement dated as of June 19, 2018 (which, as it may be amended prepaid in whole or modified and in effect from time part subject to time, is herein called the “Agreement”), among the Borrowers, the lenders party thereto, including the Lender, and Bank of America, N.A, as Administrative Agent, to which Agreement reference is hereby made for a statement of the terms and conditions governing this Note, including the terms and conditions under which this Note may be prepaid or its maturity date acceleratedprovided therein. This Note is guaranteed also entitled to the benefits of the Guaranties and is secured by the Collateral. [This Note is issued in replacement of a Note dated July 23, 2014, issued to the Lender pursuant to the GuarantiesCredit Agreement (the “Existing Note”), and does not effect any refinancing or extinguishment of the indebtedness and obligations of such Existing Note and is not a novation but is a replacement of such Existing Note.] Upon the occurrence and continuation of one or more of the Events of Default specified in the Credit Agreement, all amounts then remaining unpaid on this Note shall (if required by the Credit Agreement) become, or may be declared to be, immediately due and payable all as more specifically described provided in the Credit Agreement, . New Vehicle Floorplan Loans and reference is Used Vehicle Floorplan Loans made thereto for a statement of by the terms and provisions thereof. Capitalized terms used herein and not otherwise defined herein are used with Lender shall be evidenced by one or more loan accounts or records maintained by the meanings attributed to them Lender in the Agreementordinary course of business. The Lender may also attach schedules to this Note and endorse thereon the date, amount and maturity of its New Vehicle Floorplan Loans and Used Vehicle Floorplan Loans and payments with respect thereto. Each 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 NOTE SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF TEXASNORTH CAROLINA. CORE LABORATORIES N.V., a Netherlands limited liability company By: Core Laboratories International B.V., its sole Managing Director By: Name: ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ Title: Managing Director INTERESTS HOLDINGS, INC., a Texas corporation By: Name: ▇▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇ Title: Chief Financial Officer:

Appears in 1 contract

Sources: Syndicated New and Used Vehicle Floorplan Credit Agreement (Sonic Automotive Inc)

Comprised of. [Type of Used Vehicle Floorplan Committed Loan requested] 4 In the following currency: 5 For Eurocurrency Rate Loans: with an Interest Period of months. 6 On behalf of [insert name of applicable Borrower]. The Committed Used Vehicle Floorplan Swing Line Borrowing, if any, requested herein complies with the provisos to the first sentence of Section 2.01 2.08(a) of the Credit Agreement. By: Name: Title: #5667179 Date: FOR VALUE RECEIVED, each of the undersigned (each a “Borrower” and collectively the “Borrowers”) hereby promises, jointly and severally, to pay to ___________, __________ To: Bank or registered assigns (the “Lender”), in accordance with the provisions of Americathe Credit Agreement (as hereinafter defined), N.A.the principal amount of each New Vehicle Floorplan Loan from time to time made by the Lender to Sonic Automotive, as Swing Line Inc. (the “Company”) or any New Vehicle Borrower under the Credit Agreement and the principal amount of each Used Vehicle Floorplan Loan from time to time made by the Lender Bank of America, N.A., as Administrative Agent Ladies and Gentlemen: Reference is made to the Company under that certain Seventh Amended and Restated Syndicated New and Used Vehicle Floorplan Credit Agreement, dated as of June 19July 8, 2018 2011 (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 Core Laboratories N.V.the Company, a Netherlands limited liability company and Core Laboratories (U.S.) Interests Holdings, Inc., a Texas corporation (each herein called a “Borrower” and collectively called certain Subsidiaries of the “Borrowers”)Company from time to time party thereto, the Lenders from time to time party thereto, and Bank of America, N.A., as Administrative Agent, L/C Issuer and New Vehicle Swing Line Lender. The undersigned hereby requests a , and Used Vehicle Swing Line Loan: 1 On Lender, and Bank of America, N.A., as Revolving Administrative Agent (a Business Dayin the capacity of collateral agent for the Secured Parties). 2 In the amount of $ . The Swing Line Borrowing requested herein complies with the requirements of the provisos to the first sentence of Section 2.04(a) of the Agreement. By: Name: Title: [$Commitment Amount] June 19Each Borrower promises, 2018 Each of Core Laboratories N.V., a Netherlands limited liability company and Core Laboratories (U.S.) Interests Holdings, Inc., a Texas corporation (each herein called a “Borrower” and collectively called the “Borrowers”), hereby jointly and severally promises severally, to pay to [NAME OF LENDER] (interest on the “Lender”) the principal sum of [COMMITMENT AMOUNT] ($Commitment Amount) or, if less, the aggregate unpaid principal amount of each Loan from the date of such New Vehicle Floorplan Loan or Used Vehicle Floorplan Loan until such principal amount is paid in full, at such interest rates and at such times as provided in the Credit Agreement. Except as otherwise provided in Section 2.03(h) with respect to New Vehicle Floorplan Swing Line Loans, and Section 2.08(f) with respect to Used Vehicle Floorplan Swing Line Loans, all Loans payments of principal and interest shall be made by the Lender to the Borrower pursuant to the Agreement (as hereinafter defined), to the Administrative Agent for the account of the Lender in the currency Dollars in which such Committed Loan was denominated and in Same Day Funds immediately available funds at the Administrative Agent’s Office for such currency, together with interest on the unpaid principal amount hereof at the rates and on the dates set forth in the Agreement. The Borrowers shall pay the principal of and accrued and unpaid interest on the Loans in full on the Facility Termination DateOffice. 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. The Lender shall, and is hereby authorized to, record on the schedule attached hereto, or to otherwise record in accordance with its usual practice, the date and amount of each Loan and the date and amount of each principal payment hereunder. This Note is one of the Notes issued pursuant toreferred to in the Credit Agreement, and is entitled to the benefits of, that certain Seventh Amended thereof and Restated Credit Agreement dated as of June 19, 2018 (which, as it may be amended prepaid in whole or modified and in effect from time part subject to time, is herein called the “Agreement”), among the Borrowers, the lenders party thereto, including the Lender, and Bank of America, N.A, as Administrative Agent, to which Agreement reference is hereby made for a statement of the terms and conditions governing this Note, including the terms and conditions under which this Note may be prepaid or its maturity date acceleratedprovided therein. This Note is guaranteed pursuant also entitled to the Guarantiesbenefits of the Guaranties and is secured by the Collateral. Upon the occurrence and continuation of one or more of the Events of Default specified in the Credit Agreement, all amounts then remaining unpaid on this Note shall (if required by the Credit Agreement) become, or may be declared to be, immediately due and payable all as more specifically described provided in the Credit Agreement, . New Vehicle Floorplan Loans and reference is Used Vehicle Floorplan Loans made thereto for a statement of by the terms and provisions thereof. Capitalized terms used herein and not otherwise defined herein are used with Lender shall be evidenced by one or more loan accounts or records maintained by the meanings attributed to them Lender in the Agreementordinary course of business. THIS NOTE SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF TEXAS. CORE LABORATORIES N.V.The Lender may also attach schedules to this Note and endorse thereon the date, a Netherlands limited liability company By: Core Laboratories International B.V., amount and maturity of its sole Managing Director By: Name: ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ Title: Managing Director INTERESTS HOLDINGS, INCNew Vehicle Floorplan Loans and Used Vehicle Floorplan Loans and payments with respect thereto., a Texas corporation By: Name: ▇▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇ Title: Chief Financial Officer C-1 Form of Note C-2 Form of Note C-3 Form of Note

Appears in 1 contract

Sources: Syndicated Credit Agreement (Sonic Automotive Inc)

Comprised of. [Type of Revolving Committed Loan requested] 4 In the following currency: 5 For Eurocurrency Rate Loans: with an Interest Period of months. 6 On behalf of [insert name of applicable Borrower]. The Committed Borrowing, if any, requested herein complies with the provisos to the first sentence of Section 2.01 of the Credit Agreement. The proceeds of the Committed Borrowing, if any, requested herein shall be used for ordinary course of business operating expenses, and in any event, not for the repayment of Indebtedness except for regularly scheduled payments of principal and interest (or regularly scheduled payments of rent deemed to be principal and interest) (and regularly scheduled payments of interest (but not termination or unwind payments) on the applicable Related Swap Contract(s) that relate to any Indebtedness described in clause (A), (B) or (C) below) on: (A) Permitted Real Estate Indebtedness, (B) Indebtedness owed to any Falcon Party, which Indebtedness is Falcon Indebtedness and (C) capital leases. By: Name: Title: #5667179 Date: ___________, _____ To: Bank of America, N.A., as Swing Line Lender Bank of America, N.A., as Administrative Agent Ladies and Gentlemen: Reference is made to that certain Seventh Amended and Restated Credit Agreement, dated as of June 19February 17, 2018 2006 (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 Core Laboratories N.V., a Netherlands limited liability company and Core Laboratories (U.S.) Interests HoldingsSonic Automotive, Inc., a Texas Delaware corporation (each herein called a “Borrower” and collectively called the “BorrowersCompany”), certain Subsidiaries of the Company from time to time party thereto, the Lenders from time to time party thereto, and Bank of America, N.A., as Administrative Agent, L/C Issuer Issuer, Revolving Swing Line Lender, New Vehicle Swing Line Lender, and Used Vehicle Swing Line Lender. Terms used herein not otherwise defined herein have the respective meanings given thereto in the Credit Agreement. The undersigned hereby requests a Swing Line Loan: 1 On (a Business Day). 2 In the amount of $ . The Swing Line Borrowing requested herein complies with the requirements Responsible Officer of the provisos to the first sentence of Section 2.04(a) Company hereby certifies as of the Agreement. By: Name: Title: [$Commitment Amount] June 19, 2018 Each date hereof that at the close of Core Laboratories N.V., a Netherlands limited liability company and Core Laboratories (U.S.) Interests Holdings, Inc., a Texas corporation (each herein called a “Borrower” and collectively called the “Borrowers”), hereby jointly and severally promises to pay to [NAME OF LENDERbusiness on [ ] (the “LenderCalculation Date”) the principal sum of [COMMITMENT AMOUNT] ($Commitment Amount) orRevolving Borrowing Base1 was $ , if less, the aggregate unpaid principal amount of all Loans made by the Lender to the Borrower pursuant to the Agreement (computed as hereinafter defined), to the Administrative Agent for the account of the Lender in the currency in which such Committed Loan was denominated and in Same Day Funds at the Administrative Agent’s Office for such currency, together with interest on the unpaid principal amount hereof at the rates and on the dates set forth in the Agreement. The Borrowers shall pay the principal of and accrued and unpaid interest on the Loans in full on the Facility Termination Date. 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. The Lender shall, and is hereby authorized to, record on the schedule attached hereto, or to otherwise record in accordance with its usual practice, the date and amount . By: Its: Date: 1 See definition of each Loan and the date and amount of each principal payment hereunder. This Note is one of the Notes issued pursuant to, and is entitled to the benefits of, that certain Seventh Amended and Restated Credit Agreement dated as of June 19, 2018 (which, as it may be amended or modified and in effect from time to time, is herein called the “Agreement”), among the Borrowers, the lenders party thereto, including the Lender, and Bank of America, N.A, as Administrative Agent, to which Agreement reference is hereby made for a statement of the terms and conditions governing this Note, including the terms and conditions under which this Note may be prepaid or its maturity date accelerated. This Note is guaranteed pursuant to the Guaranties, all as more specifically described Revolving Borrowing Base in the Credit Agreement, and reference is made thereto for a statement . A. Net Book Value of the terms and provisions thereof. Capitalized terms used herein and not otherwise defined herein are used with the meanings attributed to them in the Agreement. THIS NOTE SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF TEXAS. CORE LABORATORIES N.V., a Netherlands limited liability company By: Core Laboratories International B.V., its sole Managing Director By: Name: ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ Title: Managing Director INTERESTS HOLDINGS, INC., a Texas corporation By: Name: ▇▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇ Title: Chief Financial Officerfactory receivables $ B. Net Book Value of warranty claims receivables – factory $ C. Net Book Value of warranty claims receivables – other $

Appears in 1 contract

Sources: Credit Agreement (Sonic Automotive Inc)

Comprised of. [Type of Committed Loan requested] 4 In the following currency: 5 For ¨ Bid Loans based on an Absolute Rate ¨ Bid Loans based on Base Rate ¨ Bid Loans based on Eurocurrency Rate Loans1 days/mos $ (- +) % 2 days/mos $ (- +) % 3 days/mos $ (- +) % * Expressed in multiples of 1/100th of a basis point. Contact Person: with an Interest Period of months. 6 On behalf of [insert name of applicable Borrower]. The Committed Borrowing, if any, requested herein complies with the provisos to the first sentence of Section 2.01 of the Agreement. Telephone: By: Name: Title: #5667179 The offers made above are hereby accepted in the amounts set forth below: $ $ $ By: Name: Title: Date: ___________Date: , _____ 20 To: Bank of America, N.A., as Swing Line Lender Bank of America, N.A., as Administrative Agent Ladies and Gentlemen: Reference is made to that certain Seventh Amended and Restated Credit Agreement, dated as of June 19November 17, 2018 2010 (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 Core Laboratories N.V.Starbucks Corporation, a Netherlands limited liability company and Core Laboratories (U.S.) Interests Holdings, Inc., a Texas Washington corporation (each herein called a “Borrower” and collectively called the “BorrowersCompany”), the Lenders from time to time party thereto, and Bank of America, N.A., as Administrative Agent, Swing Line Lender and L/C Issuer and Swing Line LenderIssuer. The undersigned hereby requests a Swing Line Loan: 1 : 1. On (a Business DayDay on which the funds will be available to the Company). 2. 2 In the amount of $ . The Swing Line Borrowing requested herein complies with the requirements of the provisos to the first sentence of Section 2.04(a2.05(a) of the Agreement. By: Name: Title: [$Commitment Amount] June 19, 2018 Each of Core Laboratories N.V.20 FOR VALUE RECEIVED, a Netherlands limited liability company and Core Laboratories the undersigned (U.S.) Interests Holdings, Inc., a Texas corporation (each herein called a “Borrower” and collectively called the “BorrowersCompany), ) hereby jointly and severally promises to pay to [NAME OF LENDER] or registered assigns (the “Lender”) ), in accordance with the principal sum provisions of [COMMITMENT AMOUNT] ($Commitment Amount) or, if less, the aggregate unpaid principal amount of all Loans made by the Lender to the Borrower pursuant to the Agreement (as hereinafter defined), the principal amount of each Loan from time to time made by the Lender to the Company under that certain Credit Agreement, dated as of November 17, 2010 (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 Company, the Lenders from time to time party thereto, and Bank of America, N.A., as Administrative Agent, Swing Line Lender and L/C Issuer. The Company promises to pay interest on the unpaid principal amount of each Loan from the date of such 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 will be made to the Administrative Agent for the account of the Lender in the currency in which such Committed Loan was denominated and in Same Day Funds at the Administrative Agent’s Office for such currency, together with interest on the unpaid principal amount hereof at the rates and on the dates set forth in the Agreement. The Borrowers shall pay the principal of and accrued and unpaid interest on the Loans in full on the Facility Termination Date. If any amount is not paid in full when due hereunder, such unpaid amount shall will 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. The Lender shall, and is hereby authorized to, record on the schedule attached hereto, or to otherwise record in accordance with its usual practice, the date and amount of each Loan and the date and amount of each principal payment hereunder. This Note is one of the Notes issued pursuant toreferred to in the Agreement, and is entitled to the benefits of, that certain Seventh Amended thereof and Restated Credit Agreement dated as of June 19, 2018 (which, as it may be amended prepaid in whole or modified and in effect from time part subject to time, is herein called the “Agreement”), among the Borrowers, the lenders party thereto, including the Lender, and Bank of America, N.A, as Administrative Agent, to which Agreement reference is hereby made for a statement of the terms and conditions governing this Note, including provided therein. Upon the terms occurrence and conditions under which this Note may be prepaid continuation of one or its maturity date accelerated. This Note is guaranteed pursuant to more of the Guaranties, all as more specifically described Events of Default specified in the Agreement, all amounts then remaining unpaid on this Note will become, or may be declared to be, immediately due and reference is made thereto for a statement of the terms and provisions thereof. Capitalized terms used herein and not otherwise defined herein are used with the meanings attributed to them payable all as provided in the Agreement. Loans made by the Lender will 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 Note and endorse thereon the date, amount, currency and maturity of its Loans and payments with respect thereto. The Company, 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 NOTE SHALL WILL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF TEXASNEW YORK. CORE LABORATORIES N.V., a Netherlands limited liability company By: Core Laboratories International B.V., its sole Managing Director By: Name: ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ Title: Managing Director INTERESTS HOLDINGSFinancial Statement Date: , INC.20 To: Bank of America, N.A., as Administrative Agent Ladies and Gentlemen: Reference is made to that certain Credit Agreement, dated as of November 17, 2010 (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 Starbucks Corporation, a Texas Washington corporation By: Name: ▇▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇ Title: Chief Financial Officer(the “Company”), 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 Issuer. The undersigned Responsible Officer hereby certifies as of the date hereof that he/she is the of the Company, and that, as such, he/she is authorized to execute and deliver this Certificate to the Administrative Agent on the behalf of the Company, and that: 1. Attached hereto as Schedule 1 are the year-end audited financial statements required by Section 6.01(a) of the Agreement for the fiscal year of the Company ended as of the above date, together with the report and opinion of an independent certified public accountant required by such section. 1. The Company has delivered the unaudited financial statements required by Section 6.01(b) of the Agreement for the fiscal quarter of the Company ended as of the above date. Such financial statements fairly present the financial condition, results of operations and cash flows of the Company 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 Company during the accounting period covered by such financial statements. 3. A review of the activities of the Company during such fiscal period has been made under the supervision of the undersigned with a view to determining whether during such fiscal period the Company performed and observed all its Obligations under the Loan Documents, and

Appears in 1 contract

Sources: Credit Agreement (Starbucks Corp)

Comprised of. [Type of Used Vehicle Floorplan Committed Loan requested] 4 In the following currency: 5 For Eurocurrency Rate Loans: with an Interest Period of months. 6 On behalf of [insert name of applicable Borrower]. The Committed Used Vehicle Floorplan Swing Line Borrowing, if any, requested herein complies with the provisos to the first sentence of Section 2.01 2.08(a) of the Credit Agreement. By: Name: Title: #5667179 Date: FOR VALUE RECEIVED, each of the undersigned (each a “Borrower” and collectively the “Borrowers”) hereby promises, jointly and severally, to pay to ___________, __________ To: Bank or registered assigns (the “Lender”), in accordance with the provisions of Americathe Credit Agreement (as hereinafter defined), N.A.the principal amount of each New Vehicle Floorplan Loan from time to time made by the Lender to Sonic Automotive, as Swing Line Inc. (the “Company”) or any New Vehicle Borrower under the Credit Agreement and the principal amount of each Used Vehicle Floorplan Loan from time to time made by the Lender Bank of America, N.A., as Administrative Agent Ladies and Gentlemen: Reference is made to the Company under that certain Seventh Second Amended and Restated Syndicated New and Used Vehicle Floorplan Credit Agreement, dated as of June 19July 23, 2018 2014 (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 Core Laboratories N.V.the Company, a Netherlands limited liability company and Core Laboratories (U.S.) Interests Holdings, Inc., a Texas corporation (each herein called a “Borrower” and collectively called certain Subsidiaries of the “Borrowers”)Company from time to time party thereto, the Lenders from time to time party thereto, and Bank of America, N.A., as Administrative Agent, L/C Issuer and New Vehicle Swing Line Lender. The undersigned hereby requests a , and Used Vehicle Swing Line Loan: 1 On Lender, and Bank of America, N.A., as Revolving Administrative Agent (a Business Dayin the capacity of collateral agent for the Secured Parties). 2 In the amount of $ . The Swing Line Borrowing requested herein complies with the requirements of the provisos to the first sentence of Section 2.04(a) of the Agreement. By: Name: Title: [$Commitment Amount] June 19Each Borrower promises, 2018 Each of Core Laboratories N.V., a Netherlands limited liability company and Core Laboratories (U.S.) Interests Holdings, Inc., a Texas corporation (each herein called a “Borrower” and collectively called the “Borrowers”), hereby jointly and severally promises severally, to pay to [NAME OF LENDER] (interest on the “Lender”) the principal sum of [COMMITMENT AMOUNT] ($Commitment Amount) or, if less, the aggregate unpaid principal amount of each Loan from the date of such New Vehicle Floorplan Loan or Used Vehicle Floorplan Loan until such principal amount is paid in full, at such interest rates and at such times as provided in the Credit Agreement. Except as otherwise provided in Section 2.03(h) with respect to New Vehicle Floorplan Swing Line Loans, and Section 2.08(f) with respect to Used Vehicle Floorplan Swing Line Loans, all Loans payments of principal and interest shall be made by the Lender to the Borrower pursuant to the Agreement (as hereinafter defined), to the Administrative Agent for the account of the Lender in the currency Dollars in which such Committed Loan was denominated and in Same Day Funds immediately available funds at the Administrative Agent’s Office for such currency, together with interest on the unpaid principal amount hereof at the rates and on the dates set forth in the Agreement. The Borrowers shall pay the principal of and accrued and unpaid interest on the Loans in full on the Facility Termination DateOffice. 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. The Lender shall, and is hereby authorized to, record on the schedule attached hereto, or to otherwise record in accordance with its usual practice, the date and amount of each Loan and the date and amount of each principal payment hereunder. This Note is one of the Notes issued pursuant toreferred to in the Credit Agreement, and is entitled to the benefits of, that certain Seventh Amended thereof and Restated Credit Agreement dated as of June 19, 2018 (which, as it may be amended prepaid in whole or modified and in effect from time part subject to time, is herein called the “Agreement”), among the Borrowers, the lenders party thereto, including the Lender, and Bank of America, N.A, as Administrative Agent, to which Agreement reference is hereby made for a statement of the terms and conditions governing this Note, including the terms and conditions under which this Note may be prepaid or its maturity date acceleratedprovided therein. This Note is guaranteed also entitled to the benefits of the Guaranties and is secured by the Collateral. [This Note is issued in replacement of a Note dated July 8, 2011, issued to the Lender pursuant to the GuarantiesCredit Agreement (the “Existing Note”), and does not effect any refinancing or extinguishment of the indebtedness and obligations of such Existing Note and is not a novation but is a replacement of such Existing Note.] Upon the occurrence and continuation of one or more of the Events of Default specified in the Credit Agreement, all amounts then remaining unpaid on this Note shall (if required by the Credit Agreement) become, or may be declared to be, immediately due and payable all as more specifically described provided in the Credit Agreement, . New Vehicle Floorplan Loans and reference is Used Vehicle Floorplan Loans made thereto for a statement of by the terms and provisions thereof. Capitalized terms used herein and not otherwise defined herein are used with Lender shall be evidenced by one or more loan accounts or records maintained by the meanings attributed to them Lender in the Agreementordinary course of business. The Lender may also attach schedules to this Note and endorse thereon the date, amount and maturity of its New Vehicle Floorplan Loans and Used Vehicle Floorplan Loans and payments with respect thereto. Each 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 NOTE SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF TEXASNORTH CAROLINA. CORE LABORATORIES N.V., a Netherlands limited liability company By: Core Laboratories International B.V., its sole Managing Director By: Name: ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ Title: Managing Director INTERESTS HOLDINGS, INC., a Texas corporation By: Name: ▇▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇ Title: Chief Financial OfficerThis Assignment and Assumption (this “Assignment and Assumption”) is dated as of 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] Assignee identified in item 2 below ([the][each, an] “Assignee”). [It is understood and agreed that the rights and obligations of [the Assignors][the Assignees] hereunder are several and not joint.]2 Capitalized terms used but not defined herein shall have the meanings given to them in the Credit Agreement identified below (the “Credit Agreement”), receipt of 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 inserted by the Administrative Agent as contemplated below (i) all of [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 to the extent related to the amount and percentage interest identified below of all of such outstanding rights and obligations of [the Assignor][the respective Assignors] under the respective facilities identified below (including, without limitation the New Vehicle Floorplan Swing Line Loans or the Used Vehicle Floorplan Swing Line Loans, as applicable, included in such facilities) 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 as expressly provided in this Assignment and Assumption, without representation or warranty by [the][any] Assignor.

Appears in 1 contract

Sources: Syndicated New and Used Vehicle Floorplan Credit Agreement (Sonic Automotive Inc)

Comprised of. [Type of Committed Loan requested] 4 In the following currency: 5 For Eurocurrency Rate Loans: with an Interest Period of months. 6 On behalf of [insert name of applicable Borrower]. The Committed Borrowing, if any, requested herein complies with the provisos to the first sentence of Section 2.01 of the Agreement. By: Name: Title: #5667179 Date: ___________, _____ To: Bank of America, N.A., as Swing Line Lender Bank of America, N.A., as Administrative Agent Ladies and Gentlemen: Reference is made to that certain Seventh Amended and Restated Credit Agreement, dated as of June 19August 24, 2018 2015 (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 Core Laboratories N.V., a Netherlands limited liability company and Core Laboratories (U.S.) Interests HoldingsCarMax Auto Superstores, Inc., a Texas Virginia corporation (each herein called a “Borrower” and collectively called the “BorrowersRevolving Borrower”), CarMax, Inc., a Virginia corporation, the Designated Borrowers from time to time party thereto, the Lenders from time to time party thereto, and Bank of America, N.A., as Administrative Agent, L/C Issuer Issuer, Swing Line Lender and New Vehicle Swing Line Lender, and JPMorgan Chase Bank, N.A., as L/C Issuer. The undersigned Revolving Borrower hereby requests (select one): ¨ A Borrowing of a Swing Line Loan: 1 Loan ¨ A conversion of Loans 1. On (a Business Day). 2. 2 In the amount of $ . 3. Comprised of [Type of Swing Line Loan requested]. The Swing Line Borrowing Borrowing, if any, requested herein complies with the requirements of the provisos to the first sentence of Section 2.04(a) of the Agreement. By: Name: Title: To: Bank of America, N.A., as New Vehicle Swing Line Lender Bank of America Auto Group Dealer # Line [$Commitment Amount07] June 19, 2018 Each of Core Laboratories N.V., a Netherlands limited liability company Floor Plan Operations Class [007] FAX: (▇▇▇) ▇▇▇-▇▇▇▇ Serial # Dealership Name: [ ] Ladies and Core Laboratories (U.S.) Interests Holdings, Inc., a Texas corporation (each herein called a “Borrower” and collectively called the “Borrowers”), hereby jointly and severally promises Gentlemen: Reference is made to pay to [NAME OF LENDER] (the “Lender”) the principal sum of [COMMITMENT AMOUNT] ($Commitment Amount) or, if less, the aggregate unpaid principal amount of all Loans made by the Lender to the Borrower pursuant to the Agreement (as hereinafter defined), to the Administrative Agent for the account of the Lender in the currency in which such Committed Loan was denominated and in Same Day Funds at the Administrative Agent’s Office for such currency, together with interest on the unpaid principal amount hereof at the rates and on the dates set forth in the Agreement. The Borrowers shall pay the principal of and accrued and unpaid interest on the Loans in full on the Facility Termination Date. 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. The Lender shall, and is hereby authorized to, record on the schedule attached hereto, or to otherwise record in accordance with its usual practice, the date and amount of each Loan and the date and amount of each principal payment hereunder. This Note is one of the Notes issued pursuant to, and is entitled to the benefits of, that certain Seventh Amended and Restated Credit Agreement Agreement, dated as of June 19August 24, 2018 2015 (whichas amended, as it may be restated, amended and restated, extended, supplemented or otherwise modified and in effect writing from time to time, is herein called the “Agreement;” the terms defined therein being used herein as therein defined), among CarMax Auto Superstores, Inc., a Virginia corporation (the “Revolving Borrower”), among the BorrowersCarMax, Inc., a Virginia corporation, the lenders Designated Borrowers from time to time party thereto, including the LenderLenders from time to time party thereto, and Bank of America, N.AN.A., as Administrative Agent, to which Agreement reference is L/C Issuer, Swing Line Lender and New Vehicle Swing Line Lender, and JPMorgan Chase Bank, N.A., as L/C Issuer. The Revolving Borrower hereby made for a statement of requests (select 1 or 2): 1. PAYMENT TRANSACTION Pay funds into the terms and conditions governing this Note, including the terms and conditions under which this Note may be prepaid or its maturity date accelerated. This Note is guaranteed pursuant to the Guaranties, all as more specifically described STRAIGHT LINE account in the Agreement, and reference is made thereto for a statement amount of the terms and provisions thereof. Capitalized terms used herein and not otherwise defined herein are used with the meanings attributed to them in the Agreement. THIS NOTE SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF TEXAS. CORE LABORATORIES N.V., a Netherlands limited liability company By: Core Laboratories International B.V., its sole Managing Director By: Name: ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ Title: Managing Director INTERESTS HOLDINGS, INC$ from Designated CHECKING Account on Genesis., a Texas corporation By: Name: ▇▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇ Title: Chief Financial Officer

Appears in 1 contract

Sources: Credit Agreement (Carmax Inc)

Comprised of. [Type of Committed Loan requested] 4 In the following currency: 5 For Eurocurrency Rate Loans: with an Interest Period of months. 6 On behalf of [insert name of applicable Borrower]. The Committed Borrowing, if any, requested herein complies with the provisos to the first sentence of Section 2.01 of the Agreement. By: Name: Title: #5667179 Date: ___________, _____ To: Bank of America, N.A., as Swing Line Lender Bank of America, N.A., as Administrative Agent Ladies and Gentlemen: Reference is made to that certain Seventh Amended and Restated Credit Agreement, dated as of June 19August 24, 2018 2005 (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 Core Laboratories N.V., a Netherlands limited liability company and Core Laboratories (U.S.) Interests HoldingsCarMax Auto Superstores, Inc., a Texas Virginia corporation (each herein called a “Borrower” and collectively called the “BorrowersRevolving Borrower”), CarMax, Inc., a Virginia corporation, the Designated Borrowers from time to time party thereto, the Lenders from time to time party thereto, and Bank of America, N.A., as Administrative Agent, L/C Issuer Issuer, Swing Line Lender and New Vehicle Swing Line Lender. The undersigned Revolving Borrower hereby requests (select one): A Borrowing of a Swing Line Loan: 1 Loan A conversion of Loans 1. On _________________________ (a Business Day). 2. 2 In the amount of $ $_______________. 3. Comprised of ____________ [Type of Swing Line Loan requested]. The Swing Line Borrowing requested herein complies with the requirements of the provisos to the first sentence of Section 2.04(a) of the Agreement. By: Name: Title: [$Commitment Amount] June 19To: Bank of America, 2018 Each N.A., as New Vehicle Swing Line Lender Bank of Core Laboratories N.V., a Netherlands limited liability company America Auto Group Dealer # Line 07 Floor Plan Operations Class 007 FAX: (▇▇▇) ▇▇▇-▇▇▇▇ Serial # Ladies and Core Laboratories (U.S.) Interests Holdings, Inc., a Texas corporation (each herein called a “Borrower” and collectively called the “Borrowers”), hereby jointly and severally promises Gentlemen: Reference is made to pay to [NAME OF LENDER] (the “Lender”) the principal sum of [COMMITMENT AMOUNT] ($Commitment Amount) or, if less, the aggregate unpaid principal amount of all Loans made by the Lender to the Borrower pursuant to the Agreement (as hereinafter defined), to the Administrative Agent for the account of the Lender in the currency in which such Committed Loan was denominated and in Same Day Funds at the Administrative Agent’s Office for such currency, together with interest on the unpaid principal amount hereof at the rates and on the dates set forth in the Agreement. The Borrowers shall pay the principal of and accrued and unpaid interest on the Loans in full on the Facility Termination Date. 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. The Lender shall, and is hereby authorized to, record on the schedule attached hereto, or to otherwise record in accordance with its usual practice, the date and amount of each Loan and the date and amount of each principal payment hereunder. This Note is one of the Notes issued pursuant to, and is entitled to the benefits of, that certain Seventh Amended and Restated Credit Agreement Agreement, dated as of June 19August 24, 2018 2005 (whichas amended, as it may be amended restated, extended, supplemented or otherwise modified and in effect writing from time to time, is herein called the “Agreement;” the terms defined therein being used herein as therein defined), among CarMax Auto Superstores, Inc., a Virginia corporation (the “Revolving Borrower”), among the BorrowersCarMax, Inc., a Virginia corporation, the lenders Designated Borrowers from time to time party thereto, including the LenderLenders from time to time party thereto, and Bank of America, N.AN.A., as Administrative Agent, to which Agreement reference is L/C Issuer, Swing Line Lender and New Vehicle Swing Line Lender. The Revolving Borrower hereby made for a statement of requests (select 1 or 2): 1. PAYMENT TRANSACTION Pay funds into the terms and conditions governing this Note, including the terms and conditions under which this Note may be prepaid or its maturity date accelerated. This Note is guaranteed pursuant to the Guaranties, all as more specifically described STRAIGHTLINE account in the Agreement, and reference is made thereto for a statement amount of $__________________ from Designated CHECKING Account on FITS. 2. ADVANCE TRANSACTION Advance funds from the terms and provisions thereof. Capitalized terms used herein and not otherwise defined herein are used with the meanings attributed to them STRAIGHT LINE account in the Agreementamount of $ _____________ and credit Designated CHECKING account on FITS. 3. THIS NOTE SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF TEXAS. CORE LABORATORIES N.V., On _________________________ (a Netherlands limited liability company By: Core Laboratories International B.V., its sole Managing Director By: Name: ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ Title: Managing Director INTERESTS HOLDINGS, INCBusiness Day)., a Texas corporation By: Name: ▇▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇ Title: Chief Financial Officer

Appears in 1 contract

Sources: Credit Agreement (Carmax Inc)

Comprised of. [Type of Committed Loan requested] 4 In the following currency: 5 For ¨ Bid Loans based on an Absolute Rate ¨ Bid Loans based on Base Rate ¨ Bid Loans based on Eurocurrency Rate Loans* Expressed in multiples of 1/100th of a basis point. Contact Person: with an Interest Period of months. 6 On behalf of [insert name of applicable Borrower]. The Committed Borrowing, if any, requested herein complies with the provisos to the first sentence of Section 2.01 of the Agreement. Telephone: By: Name: Title: #5667179 The offers made above are hereby accepted in the amounts set forth below: $ $ $ By: Name: Title: Date: ___________Date: , ___20__ To: Bank of America, N.A., as Swing Line Lender Bank of America, N.A., as Administrative Agent Ladies and Gentlemen: Reference is made to that certain Seventh Amended and Restated Credit Agreement, dated as of June 19November 6, 2018 2015 (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 Core Laboratories N.V.Starbucks Corporation, a Netherlands limited liability company and Core Laboratories (U.S.) Interests Holdings, Inc., a Texas Washington corporation (each herein called a “Borrower” and collectively called the “BorrowersCompany”), the Lenders from time to time party thereto, and Bank of America, N.A., as Administrative AgentAgent and Swing Line Lender and ▇▇▇▇▇ Fargo Bank, N.A., Citibank, N.A., and Bank of America, N.A. as L/C Issuer and Swing Line LenderIssuers. The undersigned hereby requests a Swing Line Loan: 1 : 1. On (a Business DayDay on which the funds will be available to the Company). 2. 2 In the amount of $ . The Swing Line Borrowing requested herein complies with the requirements of the provisos to the first sentence of Section 2.04(a2.05(a) of the Agreement. By: Name: Title: [$Commitment Amount] June 19, 2018 Each of Core Laboratories N.V.20__ FOR VALUE RECEIVED, a Netherlands limited liability company and Core Laboratories the undersigned (U.S.) Interests Holdings, Inc., a Texas corporation (each herein called a “Borrower” and collectively called the “BorrowersCompany), ) hereby jointly and severally promises to pay to [NAME OF LENDER] or registered assigns (the “Lender”) ), in accordance with the principal sum provisions of [COMMITMENT AMOUNT] ($Commitment Amount) or, if less, the aggregate unpaid principal amount of all Loans made by the Lender to the Borrower pursuant to the Agreement (as hereinafter defined), the principal amount of each Loan from time to time made by the Lender to the Company under that certain Credit Agreement, dated as of November 6, 2015 (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 Company, the Lenders from time to time party thereto, and Bank of America, N.A., as Administrative Agent and Swing Line Lender and ▇▇▇▇▇ Fargo Bank, N.A., Citibank, N.A., and Bank of America, N.A. as L/C Issuers. The Company promises to pay interest on the unpaid principal amount of each Loan from the date of such 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 will be made to the Administrative Agent for the account of the Lender in the currency in which such Committed Loan was denominated and in Same Day Funds at the Administrative Agent’s Office for such currency, together with interest on the unpaid principal amount hereof at the rates and on the dates set forth in the Agreement. The Borrowers shall pay the principal of and accrued and unpaid interest on the Loans in full on the Facility Termination Date. If any amount is not paid in full when due hereunder, such unpaid amount shall will 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. The Lender shall, and is hereby authorized to, record on the schedule attached hereto, or to otherwise record in accordance with its usual practice, the date and amount of each Loan and the date and amount of each principal payment hereunder. This Note is one of the Notes issued pursuant toreferred to in the Agreement, and is entitled to the benefits of, that certain Seventh Amended thereof and Restated Credit Agreement dated as of June 19, 2018 (which, as it may be amended prepaid in whole or modified and in effect from time part subject to time, is herein called the “Agreement”), among the Borrowers, the lenders party thereto, including the Lender, and Bank of America, N.A, as Administrative Agent, to which Agreement reference is hereby made for a statement of the terms and conditions governing this Note, including provided therein. Upon the terms occurrence and conditions under which this Note may be prepaid continuation of one or its maturity date accelerated. This Note is guaranteed pursuant to more of the Guaranties, all as more specifically described Events of Default specified in the Agreement, all amounts then remaining unpaid on this Note will become, or may be declared to be, immediately due and reference is made thereto for a statement of the terms and provisions thereof. Capitalized terms used herein and not otherwise defined herein are used with the meanings attributed to them payable all as provided in the Agreement. Loans made by the Lender will 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 Note and endorse thereon the date, amount, currency and maturity of its Loans and payments with respect thereto. The Company, 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 NOTE SHALL WILL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF TEXASNEW YORK. CORE LABORATORIES N.V., a Netherlands limited liability company By: Core Laboratories International B.V., its sole Managing Director By: Name: ▇▇Title: Financial Statement Date: , 20__ To: Bank of America, N.A., as Administrative Agent Ladies and Gentlemen: Reference is made to that certain Credit Agreement, dated as of November 6, 2015 (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 Starbucks Corporation, a Washington corporation (the “Company”), from time to time party thereto, the Lenders from time to time party thereto, and Bank of America, N.A., as Administrative Agent and Swing Line Lender and ▇▇▇▇▇ ▇▇▇▇▇▇▇▇ Title: Managing Director INTERESTS HOLDINGSFargo Bank, INCN.A., Citibank, N.A., and Bank of America, N.A. as L/C Issuers. The undersigned Responsible Officer hereby certifies as of the date hereof that he/she is the of the Company, and that, as such, he/she is authorized to execute and deliver this Certificate to the Administrative Agent on the behalf of the Company, and that: 1. Attached hereto as Schedule 1 are the year-end audited financial statements required by Section 6.01(a) of the Agreement for the fiscal year of the Company ended as of the above date, together with the report and opinion of an independent certified public accountant required by such section. 1. The Company has delivered the unaudited financial statements required by Section 6.01(b) of the Agreement for the fiscal quarter of the Company ended as of the above date. Such financial statements fairly present the financial condition, results of operations and cash flows of the Company 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 Texas corporation By: Name: ▇▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇ Title: Chief Financial Officerdetailed review of the transactions and condition (financial or otherwise) of the Company during the accounting period covered by such financial statements. 3. A review of the activities of the Company during such fiscal period has been made under the supervision of the undersigned with a view to determining whether during such fiscal period the Company performed and observed all its Obligations under the Loan Documents, and

Appears in 1 contract

Sources: Credit Agreement (Starbucks Corp)

Comprised of. Bid Loan No. Interest Period offered Bid Maximum Absolute Rate Bid or Eurocurrency Margin Bid* Currency [Type of Committed Loan requested] 4 LENDER] 1. On ___________________________ (a Business Day). 2. In the following currency: 5 For Eurocurrency Rate Loans: with an Interest Period amount of monthsCdn$_______________. 3. 6 On behalf No Default, Event of [insert name Default or Senior Note Indenture Default exists, or will result from the proposed extension of applicable Borrower]a Canadian Dollar Swing Line Loan or from the application of the proceeds thereof. The Committed Borrowing, if any, Swing Line Borrowing requested herein complies with the requirements of the provisos to the first sentence of Section 2.01 2.05(c)(i) of the Agreement. HOST HOTELS & RESORTS, L.P. By: Host Hotels & Resorts, Inc. Name: Title: #5667179 Date: ___________, _____ To: [Bank of America, N.A. London Branch] [JPMorgan Chase Bank, N.A.] [▇▇▇▇▇ Fargo Bank, N.A.], as Swing Line Lender Bank of America, N.A., as Administrative Agent Ladies and Gentlemen: Reference is made to that certain Seventh Fifth Amended and Restated Credit Agreement, dated as of June 19August 1, 2018 2019 (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 Core Laboratories N.V.Host Hotels & Resorts, a Netherlands limited liability company and Core Laboratories L.P. (U.S.) Interests Holdings, Inc., a Texas corporation (each herein called a “Borrower” and collectively called the “BorrowersCompany”), the Designated Borrowers from time to time party thereto, the Lenders from time to time party thereto, and Bank of America, N.A., as Administrative Agent, an L/C Issuer and a Swing Line Lender. The undersigned hereby requests a Euro/Sterling Swing Line Loan: 1 : 1. On ___________________________ (a Business Day). 2. 2 In the amount of $ [Euro][ Sterling] _______________. 3. No Default, Event of Default or Senior Note Indenture Default exists, or will result from the proposed extension of a Euro/Sterling Swing Line Loan or from the application of the proceeds thereof. The Swing Line Borrowing requested herein complies with the requirements of the provisos to the first sentence of Section 2.04(a2.05(d)(i) of the Agreement. HOST HOTELS & RESORTS, L.P. By: Host Hotels & Resorts, Inc. Name: Title: [$Commitment Amount] June 19▇▇▇▇ ▇▇ ▇▇▇▇ ▇-▇ LOAN NOTICE Date: ___________, 2018 Each _____ To: Bank of Core Laboratories N.V.America, a Netherlands limited liability company and Core Laboratories (U.S.) Interests HoldingsN.A., Inc., a Texas corporation (each herein called a “Borrower” and collectively called the “Borrowers”), hereby jointly and severally promises to pay to [NAME OF LENDER] (the “Lender”) the principal sum of [COMMITMENT AMOUNT] ($Commitment Amount) or, if less, the aggregate unpaid principal amount of all Loans made by the Lender to the Borrower pursuant to the Agreement (as hereinafter defined), to the Administrative Agent for the account of the Lender in the currency in which such Committed Loan was denominated Ladies and in Same Day Funds at the Administrative Agent’s Office for such currency, together with interest on the unpaid principal amount hereof at the rates and on the dates set forth in the Agreement. The Borrowers shall pay the principal of and accrued and unpaid interest on the Loans in full on the Facility Termination Date. If any amount Gentlemen: Reference is not paid in full when due hereunder, such unpaid amount shall bear interest, made 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. The Lender shall, and is hereby authorized to, record on the schedule attached hereto, or to otherwise record in accordance with its usual practice, the date and amount of each Loan and the date and amount of each principal payment hereunder. This Note is one of the Notes issued pursuant to, and is entitled to the benefits of, that certain Seventh Fifth Amended and Restated Credit Agreement Agreement, dated as of June 19August 1, 2018 2019 (whichas amended, as it may be amended restated, extended, supplemented or otherwise modified and in effect writing from time to time, is herein called the “Agreement;” the terms defined therein being used herein as therein defined), among Host Hotels & Resorts, L.P., a Delaware limited partnership (the “Company”), among the Borrowers, the lenders Designated Borrowers from time to time party thereto, including the LenderLenders from time to time party thereto, and Bank of America, N.AN.A., as Administrative Agent, to which Agreement reference is an L/C Issuer and a Swing Line Lender. The Company hereby made for a statement requests (select one): ☐ A Borrowing of the terms and conditions governing this Note, including the terms and conditions under which this Note may be prepaid or its maturity date accelerated. This Note is guaranteed pursuant to the Guaranties, all as more specifically described in the Agreement, and reference is made thereto for a statement Term A-1 Loans ☐ A conversion of the terms and provisions thereof. Capitalized terms used herein and not otherwise defined herein are used with the meanings attributed to them in the Agreement. THIS NOTE SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF TEXAS. CORE LABORATORIES N.V., a Netherlands limited liability company By: Core Laboratories International B.V., its sole Managing Director By: Name: ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ Title: Managing Director INTERESTS HOLDINGS, INC., a Texas corporation By: Name: ▇▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇ Title: Chief Financial OfficerTerm A-1 Loans ☐ A continuation of Eurocurrency Rate Term Loans

Appears in 1 contract

Sources: Credit Agreement (Host Hotels & Resorts L.P.)

Comprised of. Bid Loan No. Interest Period offered Bid Maximum Absolute Rate Bid or Eurocurrency Margin Bid* Currency [Type of Committed Loan requested] 4 LENDER] 1. On (a Business Day). 2. In the following currency: 5 For Eurocurrency Rate Loans: with an Interest Period amount of months. 6 On behalf of [insert name of applicable Borrower]$ . The Committed Borrowing, if any, Swing Line Borrowing requested herein complies with the requirements of the provisos to the first sentence of Section 2.01 2.05(a)(i) of the Agreement. HOST HOTELS & RESORTS, L.P. By: Host Hotels & Resorts, Inc. Name: Title: #5667179 Date: ___________, _____ To: Bank of America, N.A.N.A. Canada Branch, as Swing Line Lender Bank of America, N.A., as Administrative Agent Ladies and Gentlemen: Reference is made to that certain Seventh Third Amended and Restated Credit Agreement, dated as of June 19September 10, 2018 2015 (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 Core Laboratories N.V.Host Hotels & Resorts, a Netherlands limited liability company and Core Laboratories L.P. (U.S.) Interests Holdings, Inc., a Texas corporation (each herein called a “Borrower” and collectively called the “BorrowersCompany”), the Designated Borrowers from time to time party thereto, the Lenders from time to time party thereto, and Bank of America, N.A., as Administrative Agent, Collateral Agent, an L/C Issuer and Swing Line Lender. The undersigned hereby requests a an Alternative Currency Swing Line Loan: 1 : 1. On (a Business Day). 2. 2 In the amount of $ . The Swing Line Borrowing requested herein complies with the requirements of the provisos to the first sentence of Section 2.04(a2.05(b)(i) of the Agreement. HOST HOTELS & RESORTS, L.P. By: Host Hotels & Resorts, Inc. Name: Title: [$Commitment Amount] June 19Date: , 2018 Each To: Bank of Core Laboratories N.V.America, a Netherlands limited liability company and Core Laboratories (U.S.) Interests HoldingsN.A. Canada Branch, Inc.as Swing Line Lender Bank of America, a Texas corporation (each herein called a “Borrower” and collectively called the “Borrowers”)N.A., hereby jointly and severally promises to pay to [NAME OF LENDER] (the “Lender”) the principal sum of [COMMITMENT AMOUNT] ($Commitment Amount) or, if less, the aggregate unpaid principal amount of all Loans made by the Lender to the Borrower pursuant to the Agreement (as hereinafter defined), to the Administrative Agent for the account of the Lender in the currency in which such Committed Loan was denominated Ladies and in Same Day Funds at the Administrative Agent’s Office for such currency, together with interest on the unpaid principal amount hereof at the rates and on the dates set forth in the Agreement. The Borrowers shall pay the principal of and accrued and unpaid interest on the Loans in full on the Facility Termination Date. If any amount Gentlemen: Reference is not paid in full when due hereunder, such unpaid amount shall bear interest, made 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. The Lender shall, and is hereby authorized to, record on the schedule attached hereto, or to otherwise record in accordance with its usual practice, the date and amount of each Loan and the date and amount of each principal payment hereunder. This Note is one of the Notes issued pursuant to, and is entitled to the benefits of, that certain Seventh Third Amended and Restated Credit Agreement Agreement, dated as of June 19September 10, 2018 2015 (whichas amended, as it may be amended restated, extended, supplemented or otherwise modified and in effect writing from time to time, is herein called the “Agreement;” the terms defined therein being used herein as therein defined), among Host Hotels & Resorts, L.P. (the “Company”), among the Borrowers, the lenders Designated Borrowers from time to time party thereto, including the LenderLenders from time to time party thereto, and Bank of America, N.AN.A., as Administrative Agent, to which Agreement reference is Collateral Agent, an L/C Issuer and Swing Line Lender. The undersigned hereby made for requests a statement Canadian Dollar Swing Line Loan: 1. On (a Business Day). 2. In the amount of Cdn$ . The Swing Line Borrowing requested herein complies with the requirements of the terms and conditions governing this Note, including the terms and conditions under which this Note may be prepaid or its maturity date accelerated. This Note is guaranteed pursuant provisos to the Guaranties, all as more specifically described in the Agreement, and reference is made thereto for a statement first sentence of the terms and provisions thereof. Capitalized terms used herein and not otherwise defined herein are used with the meanings attributed to them in Section 2.05(c)(i) of the Agreement. THIS NOTE SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF TEXASHOST HOTELS & RESORTS, L.P. By: Host Hotels & Resorts, Inc. Name: Title: Date: , To: Bank of America, N.A. London Branch, as Swing Line Lender Bank of America, N.A., as Administrative Agent Ladies and Gentlemen: Reference is made to that certain Third Amended and Restated Credit Agreement, dated as of September 10, 2015 (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 Host Hotels & Resorts, L.P. (the “Company”), the Designated Borrowers from time to time party thereto, the Lenders from time to time party thereto, and Bank of America, N.A., as Administrative Agent, Collateral Agent, an L/C Issuer and Swing Line Lender. CORE LABORATORIES N.V.The undersigned hereby requests a Euro/Sterling Swing Line Loan: 1. On (a Business Day). 2. In the amount of [Euro][Sterling] . The Swing Line Borrowing requested herein complies with the requirements of the provisos to the first sentence of Section 2.05(d)(i) of the Agreement. HOST HOTELS & RESORTS, L.P. By: Host Hotels & Resorts, Inc. Name: Title: Date: , To: Bank of America, N.A., as Administrative Agent Ladies and Gentlemen: Reference is made to that certain Third Amended and Restated Credit Agreement, dated as of September 10, 2015 (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 Host Hotels & Resorts, L.P., a Netherlands Delaware limited liability company By: Core Laboratories International B.V.partnership (the “Company”), its sole Managing Director By: Name: ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ Title: Managing Director INTERESTS HOLDINGSthe Designated Borrowers from time to time party thereto, INC.the Lenders from time to time party thereto, a Texas corporation By: Name: ▇▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇ Title: Chief Financial Officerand Bank of America, N.A., as Administrative Agent, Collateral Agent, an L/C Issuer and Swing Line Lender. The Company hereby requests (select one): ¨ A Borrowing of Term Loans ¨ A conversion of Term Loans ¨ A continuation of Eurocurrency Rate Term Loans

Appears in 1 contract

Sources: Credit Agreement (Host Hotels & Resorts L.P.)