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Common use of Gentlemen Clause in Contracts

Gentlemen. Unless otherwise defined herein, capitalized terms used herein shall have the meanings attributable thereto in the Credit Agreement. This Notice of Borrowing is delivered to you pursuant to Section 2.02 of the Credit Agreement. The Borrower hereby requests a Syndicated Borrowing which is a [Euro-Dollar Borrowing] [Base Rate Borrowing] in the aggregate principal amount of $_______________ to be made on _______________, 199___, and for interest to accrue thereon at the rate established by the Credit Agreement for [Euro-Dollar Loans] [Base Rate Loans]. The duration of the Interest Period with respect thereto shall be [1 month] [2 months] [3 months] [6 months] [30 days] [60 days] [90 days] [120 days]. The Borrower has caused this Notice of Borrowing to be executed and delivered by its duly authorized officer this day of , 199 . GABLES REALTY LIMITED PARTNERSHIP (SEAL) By: Gables GP, Inc., its sole general partner By: __________________________________________ Xxxxxx X. Xxxxx, Xx., Senior Vice President GABLES-TENNESSEE PROPERTIES, L.L.C., (SEAL) By: Gables Realty Limited Partnership, member By: Gables GP, Inc., its sole general partner By: __________________________________________ Xxxxxx X. Xxxxx, Xx., Senior Vice President EXHIBIT F --------- COMPLIANCE CERTIFICATE ---------------------- Reference is made to the Second Amended and Restated Credit Agreement dated as of August 14, 2000 (as modified and supplemented and in effect from time to time, the "Credit Agreement") among Gables Realty Limited Partnership and Xxxxx-Tennessee Properties, as the Borrowers, the Banks from time to time parties thereto, and Wachovia Bank, N.A., as Administrative Agent, First Union National Bank, as Syndication Agent, and The Chase Manhattan Bank, as Documentation Agent. Capitalized terms used herein shall have the meanings ascribed thereto in the Credit Agreement. Pursuant to Section 5.01(c) of the Credit Agreement, ____________________, the duly authorized [title of Executive Officer, other than Secretary] of the General Partner, hereby (i) certifies to the Administrative Agent and the Banks that the information contained in the Compliance Check List attached hereto is true, accurate and complete in all material respects as of _______________, ______, and that no Default is in existence on and as of the date hereof and (ii) restates and reaffirms that the representations and warranties contained in Article V of the Credit Agreement are true on and as of the date hereof as though restated on and as of this date. GABLES REALTY LIMITED PARTNERSHIP (SEAL) By: Gables GP, Inc., its sole general partner By: __________________________________________ [Name and title of Executive Officer, other than Secretary] COMPLIANCE CHECKLIST -------------------- COMPLIANCE CHECK LIST Gables Realty Limited Partnership _________________________ _______________, ______

Appears in 2 contracts

Samples: Credit Agreement (Gables Realty Limited Partnership), Credit Agreement (Gables Residential Trust)

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Gentlemen. Unless otherwise defined hereinYou have requested and we have agreed to grant you a $314,000 "reload" to the machinery term loan, capitalized which advance of $314,000 shall be repayable in accordance with the terms used herein shall have of the meanings attributable thereto Fifth Amended and Restated Promissory Note, in the Credit Agreement. This Notice of Borrowing is delivered to you pursuant to Section 2.02 of the Credit Agreement. The Borrower hereby requests a Syndicated Borrowing which is a [Euro-Dollar Borrowing] [Base Rate Borrowing] in the aggregate original principal amount of $_______________ to 945,000 (the "New Note"), which shall be executed by both Phoenix and GED. The principal balance of the New Note shall be made up of a $314,000 advance to repay the amount presently outstanding to you in excess of the contractual formulas in your Financing Agreements and the sum of approximately $631,000, representing the currently unpaid principal balance of the Fourth Amended and Restated Promissory Note, in the original principal amount of $825,000, dated January 11, 1995 (the "Old Note") on ___________which both of you are liable as co-makers. As an inducement to us to make the advance set forth above, you agree to pay to us a facility fee in the amount of $3,000, which shall be charged to your account on the date hereof. Except as hereinabove set forth, the Financing Agreements shall remain unmodified and in full force and effect. Please indicate your agreement with the foregoing by signing and returning to us the enclosed copy of this letter. Very truly yours, THE CIT GROUP/CREDIT FINANCE, INC. By: /s/ --------------------------------- Title: VICE PRESIDENT ------------------------------ AGREED: PHOENIX LABORATORIES, INC. By: /s/ Xxx Xxxx --------------------------------- Title: VP ------------------------------ GREAT EARTH DISTRIBUTION, INC. By: /s/ Xxx Xxxx --------------------------------- Title: PRES. ------------------------------ CONFIRMED: /s/ Xxxxxx Xxxx ------------------------------------- Xxxxxx Xxxx /s/ Xxxxxx Xxxx ------------------------------------- Xxxxxx Xxxx EVERGOOD PRODUCTS CORPORATION By: /s/ Xxx Xxxx --------------------------------- Title: VP ------------------------------ FIFTH AMENDED AND RESTATED PROMISSORY NOTE $945,000 New York, New York June ____, 199___1996 FOR VALUE RECEIVED, PHOENIX LABORATORIES, INC. and for interest GREAT EARTH DISTRIBUTION, INC. (individually and collectively the "Payor"), jointly and severally hereby promise to accrue thereon at pay to the rate established by the Credit Agreement for [Euro-Dollar Loans] [Base Rate Loans]. The duration order of the Interest Period with respect thereto shall be [1 month] [2 months] [3 months] [6 months] [30 days] [60 days] [90 days] [120 days]. The Borrower has caused this Notice of Borrowing to be executed and delivered by its duly authorized officer this day of THE CIT GROUP/CREDIT FINANCE, 199 . GABLES REALTY LIMITED PARTNERSHIP (SEAL) By: Gables GP, Inc., its sole general partner By: __________________________________________ Xxxxxx X. Xxxxx, XxINC., Senior Vice President GABLES-TENNESSEE PROPERTIESa Delaware corporation ("Payee"), L.L.C.at its offices located at 000 Xxxx 00xx Xxxxxx, (SEAL) By: Gables Realty Limited PartnershipXxx Xxxx, member By: Gables GPXxx Xxxx 00000, Inc., its sole general partner By: __________________________________________ Xxxxxx X. Xxxxx, Xx., Senior Vice President EXHIBIT F --------- COMPLIANCE CERTIFICATE ---------------------- Reference is made to the Second Amended and Restated Credit Agreement dated or at such other place as of August 14, 2000 (as modified and supplemented and in effect from time to time, the "Credit Agreement") among Gables Realty Limited Partnership and Xxxxx-Tennessee Properties, as the Borrowers, the Banks Payee or any holder hereof may from time to time parties theretodesignate, the principal sum of NINE HUNDRED AND FORTY-FIVE THOUSAND DOLLARS ($945,000.00) in lawful money of the United States, in eight installments of FIFTEEN THOUSAND DOLLARS ($15,000) each payable on the first (1st) day of each consecutive month, commencing July 1, 1996, and Wachovia Bank, N.A., as Administrative Agent, First Union National Bank, as Syndication Agent, and The Chase Manhattan Bank, as Documentation Agent. Capitalized terms used herein shall have the meanings ascribed thereto one (1) final installment in the Credit Agreement. Pursuant to Section 5.01(c) amount of the Credit Agreemententire unpaid principal balance of this Note, ____________________payable February 17, 1997. Payor hereby further promises to pay interest to Payee in like money at said office or place on the duly authorized [title unpaid principal balance hereof, computed at the rate of Executive Officerthree and one-half percent (3 1/2%) per annum plus the prime rate as announced by Chemical Bank or its successor, other than Secretary] in New York, New York from time to time as its prime rate (the prime rate is not intended to be the lowest rate of interest charged by Chemical Bank to its borrowers) and such interest shall be payable monthly on the first (1st) day of each month, commencing July 1, 1996. Interest shall be calculated on the basis of a 360-day year and actual days elapsed. In no event shall the interest charged hereunder exceed the maximum permitted under the laws of the General Partner, hereby State of New York. This Note is secured by (i) certifies to the Administrative Agent collateral described in the Security Agreement (Accounts, Contract Rights, Instruments and Goods pertaining thereto), the Inventory Security Agreement and the Banks that Equipment Security Agreement, each executed February 17, 1988 by and between Payor and Fidelcor Business Credit Corporation ("Fidelcor"), assignor of Payee, and all related agreements, instruments (including but not limited to this Note) and documents granting collateral security to Payee or evidencing or creating indebtedness of Payor to Payee, all guaranties executed by third parties guaranteeing Payor's obligations to Payee, including those executed by: Xxxxxx Xxxx, Xxxxxx Xxxx and Evergood Products Corporation (the information contained "Guarantors") (the foregoing, as the same may now exist and have been and may hereafter be amended, modified, replaced or supplemented, are hereafter collectively referred to as the "Financing Agreements"). This Note supersedes and replaces but does not extinguish any of the unpaid liabilities and obligations under the Fourth Amended and Restated Promissory Note dated January 11, 1995, in the Compliance Check List attached hereto original principal amount of $825,000.00 by Payor in favor of Payee (the "Existing Note"). The indebtedness of Payor to Payee evidenced hereby includes (i) the unpaid balance of the indebtedness including unpaid interest heretofore evidenced by the Existing Note; and (ii) an indebtedness of $314,000 representing an advance made by Payee to Payor on the date hereof, all of which shall be repayable together with interest accrued and accruing and other sums in accordance with the terms hereof. Payor hereby acknowledges that Payor is true, accurate and complete in all material respects as of _______________, ______, and that no Default is in existence on and as of the date hereof indebted to Payee, in the principal amount hereof, together with interest accrued and (ii) restates accruing through and reaffirms that after the representations date hereof, without offset, defense or counterclaim of any kind, nature or description whatsoever. The amendment and warranties restatement contained herein shall not, in Article V any manner be construed to constitute payment of, or impair, limit, cancel or extinguish the indebtedness evidenced by the Existing Note and the liens and security interests securing such indebtedness shall not in any manner be impaired, limited, terminated, waived or released hereby. At the time any payment is due hereunder, Payee may, at its option, charge the amount thereof to any account of Payor maintained by Payee. If an event of default shall occur for any reason under any of the Credit Agreement are true on and as Financing Agreements, or if any of the date Financing Agreements shall be terminated or not be renewed for any reason whatsoever, then and in any such event, in addition to all rights and remedies of Payee under the Financing Agreements, applicable law or otherwise (all such rights and remedies being cumulative, not exclusive and enforceable alternatively, successively and concurrently) Payee may, at its option, declare any or all of Payor's obligations under the Financing Agreements, including, but not limited to, all amounts owing under this Note, to be due and payable, whereupon the then unpaid balance hereof together with all interest accrued thereon, shall forthwith become due and payable, together with costs and expenses of collection, including reasonable attorney's fees. Payee shall not be required to resort to any of the aforementioned collateral for payment, but may proceed against Payor and/or the Guarantors in such order and manner as though restated on Payee may choose. None of the rights of Payee shall be waived or diminished by any failure or delay in the exercise thereof. Payor hereby waives diligence, demand, presentment, protest and as notice of any kind and assents to extensions of time of payment, release, surrender or substitution of collateral security, or forbearance or other indulgence, without notice. In the event of any litigation with respect to any of the Financing Agreements, Payor waives the right to a trial by jury, all rights of set-off, and any right to interpose permissive counterclaims and cross-claims, and Payor consents to the jurisdiction of the courts of the State of New York and of any federal court located in such State. Payor further waives personal service of any and all process upon Payor and consents that all such service of process may be made by certified mail, return receipt requested, directed to Payor at the address listed above or of which Payor advises Payee, in writing, and. service so made shall be deemed complete three days after the same shall have been posted. This Note shall be governed by and construed, and all rights and obligations hereunder determined, in accordance with the laws of the State of New York, and shall be binding upon the successors and assigns of Payor and inure to the benefit of Payee, its successors, endorsees and assigns. If any term or provision of this dateNote shall be held invalid, illegal or unenforceable, the validity of all other terms and provisions hereof shall in no way be affected thereby. GABLES REALTY LIMITED PARTNERSHIP (SEAL) The execution and delivery of this Note has been authorized by the board of directors of Payor. PHOENIX LABORATORIES, INC. By: Gables GP/s/ Xxx Xxxx ---------------------------- Title: Vice Pres. ---------------------------- GREAT EARTH DISTRIBUTION, Inc., its sole general partner INC. By: __________________________________________ [Name /s/ Xxx Xxxx ---------------------------- Title: Pres. ---------------------------- The CIT Group/Credit Finance 000 Xxxx 00xx Xxxxxx Xxx Xxxx, XX 00000 Tel: 000-000-0000 Fax: 000-000-0000 THE CIT GROUP November 18, 1996 Phoenix Laboratories, Inc. Great Earth Distribution, Inc. 000 Xxxxxx Xxxx Xxxxxxxxxx NY 11801 RE: Security Agreement (Accounts, Etc.) dated February 17, 1988 (the "Accounts Agreement"), between Phoenix Laboratories, Inc. ("Phoenix") and title Great Earth Distribution, Inc. ("GED"), and The CIT Group/Credit Finance, Inc. ("CIT"), assignee of Executive OfficerFidelcor Business Credit Corporation, other than Secretary] COMPLIANCE CHECKLIST -------------------- COMPLIANCE CHECK LIST Gables Realty Limited Partnership _________________________ _______________and all related agreements, ______amendments, documents and instruments (collectively, the "Financing Agreements").

Appears in 2 contracts

Samples: Security Agreement (Evergood Products Corp), Security Agreement (Evergood Products Corp)

Gentlemen. Unless otherwise defined herein, capitalized terms used herein shall have the meanings attributable thereto in the Credit Agreement. This Notice of Borrowing is delivered to you pursuant to Section 2.02 of the Credit Agreement. The Borrower hereby requests a [Syndicated Borrowing Borrowing] which is a [Euro-Dollar Borrowing] [Base Rate Borrowing] [Swing Loan Borrowing][Foreign Currency Borrowing in][SPECIFY FOREIGN CURRENCY] in the aggregate principal amount of $_______________ [the Dollar Equivalent of] $ to be made on _______________, 199___, and for interest to accrue thereon at the rate established by the Credit Agreement for [Euro-Dollar Loans] [Base Rate Loans] [Foreign Currency Loans]. The duration of the Interest Period with respect thereto shall be [1 month] [2 months] [3 months] [6 months] [30 days] [60 days] [90 days] [120 days]. The Borrower has caused this Notice of Borrowing to be executed and delivered by its duly authorized officer this day of , 199 . GABLES REALTY LIMITED PARTNERSHIP (SEAL) GUILFORD MILLS, INC. By: Gables GP, Inc., its sole general partner By--------------------------------------------- Title: __________________________________________ Xxxxxx X. Xxxxx, Xx., Senior Vice President GABLES-TENNESSEE PROPERTIES, L.L.C., (SEAL) By: Gables Realty Limited Partnership, member By: Gables GP, Inc., its sole general partner By: __________________________________________ Xxxxxx X. Xxxxx, Xx., Senior Vice President --------------------------------------- 100 EXHIBIT F --------- COMPLIANCE CERTIFICATE ---------------------- Reference is made to the Second Amended and Restated Credit Agreement dated as of August 14May 26, 2000 (as modified and supplemented and in effect from time to time, the "Credit Agreement") among Gables Realty Limited Partnership and Xxxxx-Tennessee PropertiesGuilford Mills, as the BorrowersInc., the Banks from time to time parties thereto, and Wachovia BankXxxxxxxx Xxxx, N.A., as Administrative Agent, First Union National Bank, as Syndication AgentAgent and Bank One, and The Chase Manhattan BankN.A., as Documentation Agent. Capitalized terms used herein shall have the meanings ascribed thereto in the Credit Agreement. Pursuant to Section 5.01(c) of [or 5.05(a)]of the Credit Agreement, ____________________, the duly authorized [title of Executive OfficerGuilford Mills, other than Secretary] of the General PartnerInc., hereby (i) certifies to the Administrative Agent and the Banks Axxxx xxx xxx Xanks that the information contained in the Compliance Check List attached hereto is true, accurate and complete in all material respects as of _______________, ______, and that no Default is in existence on and as of the date hereof and (ii) restates and reaffirms that the representations and warranties contained in Article V IV of the Credit Agreement are true on and as of the date hereof as though restated on and as of this date. GABLES REALTY LIMITED PARTNERSHIP GUILFORD MILLS, INC. (SEAL) By: Gables GP, Inc., its sole general partner By--------------------------------------------- Title: __________________________________________ [Name and title of Executive Officer, other than Secretary] COMPLIANCE CHECKLIST -------------------- COMPLIANCE CHECK LIST Gables Realty Limited Partnership _________________________ _______________, ______--------------------------------------- 101

Appears in 1 contract

Samples: Credit Agreement (Guilford Mills Inc)

Gentlemen. Unless otherwise defined hereinIn accordance with the above-referenced Lease, capitalized terms used herein shall we wish to advise and/or confirm as follows: That the leased premises have been accepted by Tenant as being substantially complete in accordance with the meanings attributable thereto Lease, and that there is no deficiency in the Credit Agreementconstruction. This Notice of Borrowing That Tenant has accepted and is delivered to you pursuant to Section 2.02 in possession of the Credit Agreement. The Borrower hereby requests a Syndicated Borrowing which leased premises, and acknowledges that under the provisions of the Lease, the Term of the Lease is a [Euro-Dollar Borrowing] [Base Rate Borrowing] in ________ years, with ______ option(s) to renew for _______ years each, and commenced upon the aggregate principal amount commencement date of $_______________, _______ and is currently scheduled to be made expire on _______________, 199___subject to earlier termination as provided in the Lease. That in accordance with the Lease, and for interest to accrue thereon at the rate established by the Credit Agreement for [Euro-Dollar Loans] [Base Rate Loans]. The duration of the Interest Period with respect thereto rental payment has commenced (or shall be [1 month] [2 months] [3 months] [6 months] [30 days] [60 days] [90 days] [120 days]. The Borrower has caused this Notice of Borrowing to be executed and delivered by its duly authorized officer this day of , 199 . GABLES REALTY LIMITED PARTNERSHIP (SEALcommence) By: Gables GP, Inc., its sole general partner By: on ______________. If the commencement date of the Lease is other than the first day of the month, the first billing will contain a pro rata adjustment. Each billing thereafter, with the exception of the final billing, shall be for the full amount of the monthly installment as provided for in the Lease. Rent is due and payable in advance on the first day of each and every month during the Term of the Lease. Your rent checks should be made payable to _________________________ at__________________. The exact Floor Area within the leased premises is _________ square feet. Tenant's initial charge under Section 8.3 of the Lease (Common Areas) is ____________________________ Xxxxxx X. Xxxxx, Xx., Senior Vice President GABLES-TENNESSEE PROPERTIES, L.L.C., (SEAL) ByEXHIBIT "D" AGREED AND ACCEPTED TENANT: Gables Realty Limited Partnership, member By: Gables GP, Inc., its sole general partner ByLANDLORD: __________________________________________ Xxxxxx X. Xxxxx, Xx., Senior Vice President EXHIBIT F --------- COMPLIANCE CERTIFICATE ---------------------- Reference is made to the Second Amended and Restated Credit Agreement dated as of August 14, 2000 (as modified and supplemented and in effect from time to time, the "Credit Agreement") among Gables Realty Limited Partnership and Xxxxx-Tennessee Properties, as the Borrowers, the Banks from time to time parties thereto, and Wachovia Bank, N.A., as Administrative Agent, First Union National Bank, as Syndication Agent, and The Chase Manhattan Bank, as Documentation Agent. Capitalized terms used herein shall have the meanings ascribed thereto in the Credit Agreement. Pursuant to Section 5.01(c) of the Credit Agreement, ____________________, the duly authorized [title of Executive Officer, other than Secretary] of the General Partner, hereby (i) certifies to the Administrative Agent and the Banks that the information contained in the Compliance Check List attached hereto is true, accurate and complete in all material respects as of _______________, ______, and that no Default is in existence on and as of the date hereof and (ii) restates and reaffirms that the representations and warranties contained in Article V of the Credit Agreement are true on and as of the date hereof as though restated on and as of this date. GABLES REALTY LIMITED PARTNERSHIP (SEAL) By: Gables GP, Inc., its sole general partner By: __________________________________________ [Name and title of Executive Officer, other than Secretary] COMPLIANCE CHECKLIST -------------------- COMPLIANCE CHECK LIST Gables Realty Limited Partnership _________________________ _______________, __________________ By: By: ------------------------- --------------------------- By: By: ------------------------- --------------------------- SAMPLE ONLY [NOT FOR EXECUTION] EXHIBIT "E" MENU TO BE PROVIDED HOLOWORLD RIDER ----------------------------------------------------------------

Appears in 1 contract

Samples: Lease (Hart Industries Inc)

Gentlemen. Unless otherwise defined herein, capitalized terms used herein shall have the meanings attributable thereto in the Credit Agreement. This Notice of Borrowing Continuation or Conversion is delivered to you pursuant to Section 2.02 2.04 of the Credit Agreement. The Borrower hereby requests a Syndicated Borrowing which is a With respect to the [Base Rate Loans] [Euro-Dollar BorrowingLoans] in the aggregate amount of $___________ which has an Interest Period ending on _____________, the Borrower hereby requests that such loan be [converted to a] [Base Rate BorrowingLoan] [Euro-Dollar Loan] [continued as a] [Euro-Dollar Loan] in the aggregate principal amount of $_______________ to be made on _______________, 199___such date, and for interest to accrue thereon at the rate established by the Credit Agreement for [Base Rate Loans] [Euro-Dollar Loans] [Base Rate Loans]. [The duration of the Interest Period with respect thereto shall be [1 month] [2 months] [3 months] [6 months] [30 days] [60 days] [90 days] [120 days]. The Borrower has caused this Notice of Borrowing Continuation or Conversion to be executed and delivered by its duly authorized officer this ______ day of , 199 . GABLES REALTY LIMITED PARTNERSHIP (SEAL) By: Gables GP, Inc., its sole general partner By: ____________, 20______________________________ Xxxxxx X. Xxxxx. [AIRBORNE FREIGHT CORPORATION, Xx.a Delaware corporation] [if after the Reorganization Effective Date, Senior Vice President GABLES-TENNESSEE PROPERTIES, L.L.C., (SEAL) insert Holding Company's name] By: Gables Realty Limited Partnership, member ByTitle: Gables GP, Inc., its sole general partner By: __________________________________________ Xxxxxx X. Xxxxx, Xx., Senior Vice President EXHIBIT F --------- COMPLIANCE CERTIFICATE ---------------------- Reference is made to the Second Amended and Restated Credit Agreement dated as of August 14July 27, 2000 (as modified and supplemented and in effect from time to time, the "Credit Agreement") by and among Gables Realty Limited Partnership and Xxxxx-Tennessee Properties[AIRBORNE FREIGHT CORPORATION, as a Delaware corporation] [if after the BorrowersReorganization Effective Date, insert Holding Company's name], the Banks Lenders from time to time parties thereto, and Wachovia Bank, N.A., as Administrative Agent, First Union National Bank, as Syndication Agent, and The Chase Manhattan Bank, as Documentation Agent. Capitalized terms used herein shall have the meanings ascribed thereto in the Credit Agreement; all amounts shown herein, unless expressly set forth to the contrary, shall be without duplication. Pursuant to Section 5.01(c) of the Credit Agreement, _____________, the duly authorized _______, the duly authorized [title of Executive Officer, other than Secretary] ___ of the General PartnerBorrower, hereby (i) certifies to the Administrative Agent and the Banks Lenders that the information contained in the Compliance Check List attached hereto is true, accurate and complete in all material respects as of _______________, ______, and that that, to the best of our knowledge, no Default is in existence on and as of the date hereof and hereof, (ii) restates and reaffirms that the representations and warranties contained in Article V IV of the Credit Agreement are true on and as of the date hereof as though restated on and as of this date (except to the extent any such representation or warranty is expressly made as of a prior date) and (iii) certifies that the Debt Rating as of the most recent Performance Pricing Determination Date is [____ by Xxxxx'x and ___ by S&P] and the Applicable Margin in effect as a result thereof is ___% for Euro-Dollar Loans. GABLES REALTY LIMITED PARTNERSHIP (SEAL) [AIRBORNE FREIGHT CORPORATION, a Delaware corporation] [if after the Reorganization Effective Date, insert Holding Company's name] By: Gables GP, Inc., its sole general partner ByIts: [AIRBORNE FREIGHT CORPORATION] As of [______________], 200[____________________________ [Name and title of Executive Officer, other than Secretary] COMPLIANCE CHECKLIST -------------------- COMPLIANCE CHECK LIST Gables Realty Limited Partnership _________________________ _______________, ______EXHIBIT F continued

Appears in 1 contract

Samples: Credit Agreement (Airborne Freight Corp /De/)

Gentlemen. Unless otherwise defined herein, capitalized terms used herein shall have the meanings attributable thereto in the Credit Agreement. This Notice of Borrowing is delivered to you pursuant to Section 2.02 of the Credit Agreement. The Borrower hereby requests a Syndicated Borrowing which is a [Euro-Dollar Borrowing] [Base Rate Borrowing] in the aggregate principal amount of $_______________ to be made on _______________, 199___, and for interest to accrue thereon at the rate established by the Credit Agreement for [Euro-Dollar Loans] [Base Loans][Base Rate Loans]. The duration of the Interest Period with respect thereto shall be [1 month] [2 months] [3 months] [6 months] [30 days] [60 days] [90 days] [120 days]. The Borrower has caused this Notice of Borrowing to be executed and delivered by its duly authorized officer this _____ day of , 199 . GABLES REALTY LIMITED PARTNERSHIP (SEAL) By: Gables GP, Inc., its sole general partner By: ____________, 199______________________________ Xxxxxx X. Xxxxx. SPRINGS INDUSTRIES, Xx., Senior Vice President GABLES-TENNESSEE PROPERTIES, L.L.C., (SEAL) INC. By: Gables Realty Limited Partnership, member By---------------------------------- Title: Gables GP, Inc., its sole general partner By: __________________________________________ Xxxxxx X. Xxxxx, Xx., Senior Vice President 105 EXHIBIT F --------- COMPLIANCE CERTIFICATE ---------------------- Reference is made to the Second Amended and Restated Credit Agreement dated as of August 14December 17, 2000 1997 (as modified and supplemented and in effect from time to time, the "Credit Agreement") among Gables Realty Limited Partnership and Xxxxx-Tennessee PropertiesSprings Industries, as the BorrowersInc., the Banks from time to time parties thereto, and Wachovia BankBank of Georgia, N.A., as Administrative Agent, First Union National Bank, as Syndication Agent, and The Chase Manhattan Bank, as Documentation Agent. Capitalized terms used herein shall have the meanings ascribed thereto in the Credit Agreement. Pursuant to Section SECTION 5.01(c) of the Credit Agreement, _____________, the duly authorized ______________ of Springs Industries, the duly authorized [title of Executive Officer, other than Secretary] of the General PartnerInc., hereby (i) certifies to the Administrative Agent and the Banks that the information contained in the Compliance Check List attached hereto is true, accurate and complete in all material respects as of __________________, ______, and that no Default is in existence on and as of the date hereof and (ii) restates and reaffirms that the representations and warranties contained in Article V of the Credit Agreement are true on and as of the date hereof as though restated on and as of this datehereof. GABLES REALTY LIMITED PARTNERSHIP (SEAL) SPRINGS INDUSTRIES, INC. By: Gables GP----------------------------------- Title: 106 COMPLIANCE CHECK LIST SPRINGS INDUSTRIES, Inc., its sole general partner By: INC. __________________________________________ [Name and title of Executive Officer, other than Secretary] COMPLIANCE CHECKLIST -------------------- COMPLIANCE CHECK LIST Gables Realty Limited Partnership _________________________ _______________, ______

Appears in 1 contract

Samples: Credit Agreement (Springs Industries Inc)

Gentlemen. Unless otherwise defined herein, capitalized terms used herein shall have the meanings attributable thereto in the Credit Agreement. This Notice of Borrowing is delivered to you pursuant to Section 2.02 of the Credit Agreement. The Borrower hereby requests a Syndicated Borrowing which is a [Euro-Dollar Borrowing] [Base Rate Borrowing] in the aggregate principal amount of $_______________ to be made on ______________, 20_, 199___, and for interest to accrue thereon at the rate established by the Credit Agreement for [Euro-Euro- Dollar Loans] [Base Rate Loans]. [The duration of the Interest Period with respect thereto shall be [1 month] [2 months] [3 months] [6 months] [30 days] [60 days] [90 days] [120 days]. The Borrower has caused this Notice of Borrowing to be executed and delivered by its duly authorized officer this _________ day of ______________, 199 20____. GABLES REALTY LIMITED PARTNERSHIP (SEAL) [AIRBORNE FREIGHT CORPORATION, a Delaware corporation] [if after the Reorganization Effective Date, insert Holding Company's name] By: Gables GP, Inc., its sole general partner ByTitle: EXHIBIT E-2 NOTICE OF CONTINUATION OR CONVERSION ______________________________________, 20____ Xxxxxx X. XxxxxWachovia Bank, Xx.N.A., Senior Vice President GABLESas Administrative Agent 000 Xxxxxxxxx Xxxxxx, X.X. Xxxxxxx, Xxxxxxx 00000-TENNESSEE PROPERTIES, L.L.C., (SEAL) By0000 Attention: Gables Realty Limited Partnership, member BySyndications Group Re: Gables GP, Inc., its sole general partner By: __________________________________________ Xxxxxx X. Xxxxx, Xx., Senior Vice President EXHIBIT F --------- COMPLIANCE CERTIFICATE ---------------------- Reference is made to the Second Amended and Restated Credit Agreement dated as of August 14, 2000 (as amended and modified and supplemented and in effect from time to time, the "Credit Agreement") dated as of July 27, 2000 by and among Gables Realty Limited Partnership and Xxxxx-Tennessee Properties[AIRBORNE FREIGHT CORPORATION, as a Delaware corporation] [if after the BorrowersReorganization Effective Date, insert Holding Company's name], the Banks Lenders from time to time parties thereto, and Wachovia Bank, N.A., as Administrative Agent, First Union National Bank, as Syndication Agent, and The Chase Manhattan Bank, as Documentation Agent. Capitalized terms used herein shall have the meanings ascribed thereto in the Credit Agreement. Pursuant to Section 5.01(c) of the Credit Agreement, ____________________, the duly authorized [title of Executive Officer, other than Secretary] of the General Partner, hereby (i) certifies to the Administrative Agent and the Banks that the information contained in the Compliance Check List attached hereto is true, accurate and complete in all material respects as of _______________, ______, and that no Default is in existence on and as of the date hereof and (ii) restates and reaffirms that the representations and warranties contained in Article V of the Credit Agreement are true on and as of the date hereof as though restated on and as of this date. GABLES REALTY LIMITED PARTNERSHIP (SEAL) By: Gables GP, Inc., its sole general partner By: __________________________________________ [Name and title of Executive Officer, other than Secretary] COMPLIANCE CHECKLIST -------------------- COMPLIANCE CHECK LIST Gables Realty Limited Partnership _________________________ _______________, ______.

Appears in 1 contract

Samples: Credit Agreement (Airborne Freight Corp /De/)

Gentlemen. Unless otherwise defined herein, capitalized terms used herein shall have the meanings attributable thereto in the Credit Agreement. This Notice of Borrowing is delivered to you pursuant to Section 2.02 of the Credit Agreement. The Borrower hereby requests a Syndicated Borrowing which is a [Euro-Dollar Borrowing] [Base Borrowing][Base Rate Borrowing] in the aggregate principal amount of $_______________ to be made on _______________, 199_19__, and for interest to accrue thereon at the rate established by the Credit Agreement for [Euro-Dollar Loans] [Base Rate Loans]. The duration of the Interest Period with respect thereto to the Euro-Dollar Loans comprising such Euro-Dollar Borrowing shall be [1 month] [2 months] [3 months] [6 months] [30 days] [60 days] [90 days] [120 days]. The Borrower has caused this Notice of Borrowing to be executed and delivered by its duly authorized officer this ___ day of , 199 . GABLES REALTY LIMITED PARTNERSHIP (SEAL) By: Gables GP, Inc., its sole general partner By: ____, 199________________. BLESSINGS CORPORATION By:______________________ Xxxxxx X. Xxxxx, Xx., Senior Vice President GABLES-TENNESSEE PROPERTIES, L.L.C., Title: A#0003877.05 EXHIBIT I GUARANTY AGREEMENT THIS GUARANTY AGREEMENT (SEALthis "Guaranty") By: Gables Realty Limited Partnership, member By: Gables GP, Inc., its sole general partner By: is made as of the ____ day of __________________________________________ Xxxxxx X. Xxxxx, Xx.1995, Senior Vice President EXHIBIT F --------- COMPLIANCE CERTIFICATE ---------------------- Reference is made by the undersigned (hereinafter collectively referred to as the Second Amended "Guarantors" and Restated individually as a "Guarantor"), to and for the benefit of WACHOVIA BANK OF GEORGIA, N.A., a national banking association in its capacity as Agent (the "Agent") for the Banks as defined in that certain Credit Agreement dated as of August 14October 25, 2000 1995 between Blessings Corporation, a Delaware corporation (the "Borrower"), the Agent and the Banks (as amended, modified and supplemented and in effect or extended from time to time, the "Credit Agreement") among Gables Realty Limited Partnership and Xxxxx-Tennessee Properties, as for the Borrowersbenefit of the Banks. The Banks have agreed to extend credit to the Borrower in the principal amount of up to $25,000,000 upon the terms and conditions set forth in the Credit Agreement. As a condition to extending such credit, the Banks from time have required that any Subsidiary which is or becomes a Significant Domestic Subsidiary execute and deliver a guaranty agreement to time parties thereto, and Wachovia Bank, N.A., as Administrative the Agent, First Union National Bank, as Syndication Agent, and . The Chase Manhattan Bank, as Documentation Agentundersigned is a Significant Domestic Subsidiary. Capitalized terms used but not defined herein shall have the respective meanings ascribed thereto in the Credit Agreement. Pursuant to Section 5.01(c) of the Credit Agreement, ____________________, the duly authorized [title of Executive Officer, other than Secretary] of the General Partner, hereby (i) certifies to the Administrative Agent and the Banks that the information contained in the Compliance Check List attached hereto is true, accurate and complete in all material respects as of _______________, ______, and that no Default is in existence on and as of the date hereof and (ii) restates and reaffirms that the representations and warranties contained in Article V of the Credit Agreement are true on and as of the date hereof as though restated on and as of this date. GABLES REALTY LIMITED PARTNERSHIP (SEAL) By: Gables GP, Inc., its sole general partner By: __________________________________________ [Name and title of Executive Officer, other than Secretary] COMPLIANCE CHECKLIST -------------------- COMPLIANCE CHECK LIST Gables Realty Limited Partnership _________________________ _______________, ______.

Appears in 1 contract

Samples: Credit Agreement (Blessings Corp)

Gentlemen. Unless otherwise defined herein, capitalized terms used herein shall have We hereby establish our Irrevocable Letter of Credit and authorize you to draw on us at sight for the meanings attributable thereto in the Credit Agreement. This Notice account of Borrowing is delivered to you pursuant to Section 2.02 of the Credit Agreement. The Borrower hereby requests a Syndicated Borrowing which is a [Euro-Dollar Borrowing] [Base Rate Borrowing] in the aggregate principal amount of $_______________ to be made on _______________, 199___, and for interest to accrue thereon at the rate established by the Credit Agreement for [Euro-Dollar Loans] [Base Rate Loans]. The duration of the Interest Period with respect thereto shall be [1 month] [2 months] [3 months] [6 months] [30 days] [60 days] [90 days] [120 days]. The Borrower has caused this Notice of Borrowing to be executed and delivered by its duly authorized officer this day of , 199 . GABLES REALTY LIMITED PARTNERSHIP (SEAL) By: Gables GP, Inc., its sole general partner By: a _____________________, the aggregate amount of _____________________ and No/100 Dollars ($_________). Funds under this Letter of Credit are available to the beneficiary hereof as follows: Any or all of the sums hereunder may be drawn down at any time and from time to time from and after the date hereof by _____________________ ("Beneficiary") when accompanied by this Letter of Credit and a written statement signed by __________________________, certifying that such moneys are due and owing to Beneficiary, together with a certificate of incumbency executed by ___________________ certifying the position and signature of the officer signing the statement, and a sight draft executed and endorsed by _____________, as a ________________ of Beneficiary. This Letter of Credit is transferable in its entirety. Should a transfer be desired, such transfer will be subject to the return to us of this advice, together with written instructions. The amount of each draft must be endorsed on the reverse hereof by the negotiating bank. We hereby agree that this Letter of Credit shall be duly honored upon presentation and delivery of the certification specified above. This Letter of Credit shall expire on ______________, 200__. Notwithstanding the above expiration date of this Letter of Credit, the term of this Letter of Credit shall be automatically renewed for successive, additional one (1) year periods unless, at least thirty (30) days prior to any such date of expiration, the undersigned shall give written notice to Holder, by certified mail, return receipt requested and at the address set forth above or at such other address as may be given to the undersigned by Holder, that this Letter of Credit will not be renewed. EXHIBIT G -1- This Letter of Credit is governed by the Uniform Customs and Practice for Documentary Credits (1983 Revision), International Chamber of Commerce Publication 400. This Letter of Credit is governed by the Uniform Customs and Practice for Documentary Credits (1983 Revision). International Chamber of Commerce Publication 400. Very truly yours. (Name of Issuing Bank) By:____________________________ Xxxxxx X. Xxxxx, Xx., Senior Vice President GABLES-TENNESSEE PROPERTIES, L.L.C., (SEAL) By: Gables Realty Limited Partnership, member By: Gables GP, Inc., its sole general partner ByEXHIBIT G -2- EXHIBIT H --------- FORM OF SHORT FORM OF LEASE --------------------------- RECORDING REQUESTED BY AND WHEN RECORDED RETURN TO: __________________________________________ Xxxxxx X. Xxxxx, Xx., Senior Vice President EXHIBIT F --------- COMPLIANCE CERTIFICATE ---------------------- Reference is made to the Second Amended and Restated Credit Agreement dated as of August 14, 2000 (as modified and supplemented and in effect from time to time, the "Credit Agreement") among Gables Realty Limited Partnership and Xxxxx-Tennessee Properties, as the Borrowers, the Banks from time to time parties thereto, and Wachovia Bank, N.A., as Administrative Agent, First Union National Bank, as Syndication Agent, and The Chase Manhattan Bank, as Documentation Agent. Capitalized terms used herein shall have the meanings ascribed thereto in the Credit Agreement. Pursuant to Section 5.01(c) of the Credit Agreement, ____________________, the duly authorized [title of Executive Officer, other than Secretary] of the General Partner, hereby (i) certifies to the Administrative Agent and the Banks that the information contained in the Compliance Check List attached hereto is true, accurate and complete in all material respects as of _______________, ______, and that no Default is in existence on and as of the date hereof and (ii) restates and reaffirms that the representations and warranties contained in Article V of the Credit Agreement are true on and as of the date hereof as though restated on and as of this date. GABLES REALTY LIMITED PARTNERSHIP (SEAL) By: Gables GP, Inc., its sole general partner By: __________________________________________ [Name and title of Executive Officer, other than Secretary] COMPLIANCE CHECKLIST -------------------- COMPLIANCE CHECK LIST Gables Realty Limited Partnership _________________________ _______________, ____________ ___________________________ ================================================================================ SHORT FORM OF LEASE ------------------- THIS SHORT FORM OF LEASE ("MEMORANDUM") is made as of February 11, 2000, by and between KR-Gateway Partners, LLC, a Delaware limited liability company ("LANDLORD") and Diversa Corporation, a Delaware corporation ("TENANT"). Pursuant to that certain Retail Lease by and between Landlord and Tenant dated as of November 16, 1999 (the "LEASE"), subject to and in accordance with the terms of such Lease, Landlord hereby leases to Tenant that certain premises contained therein within the project comprised of that certain real property described in Schedule 1 attached hereto and incorporated herein by reference. ---------- All the terms, conditions, covenants and agreements in the Lease are incorporated into this Memorandum with the same force and effect as if they were fully recited herein. In the event of any inconsistency between the terms of this Memorandum and the terms of the Lease, the Lease shall control.

Appears in 1 contract

Samples: Lease (Diversa Corp)

Gentlemen. Unless otherwise defined hereinIn accordance with Section 7.15 of the Indenture, capitalized terms the undersigned, as Trustee, hereby certifies that, except as noted on the Schedule of Exceptions attached hereto, for each Mortgage Loan listed in the schedule to the Indenture (other than any Mortgage Loan paid in full or listed on the attachment hereto) it has received a complete Trustee Mortgage Loan File which includes each of the documents required to be included in the Trustee Mortgage Loan File as set forth in the definition of "Mortgage Loan Documents" in the Indenture. The Trustee has made no an independent examination of any documents contained in any Mortgage File beyond the review specifically required in Section 7.15 of the Indenture. The Trustee makes no representations as to: (i) the validity, legality, sufficiency, enforceability or genuineness of any documents contained in any Trustee Mortgage Loan File for any of the Mortgage Loans listed on the schedule to the Indenture, (ii) the collectibility, insurability, effectiveness or suitability of any such Mortgage Loan or (iii) whether any Trustee Mortgage Loan File should include any flood insurance policy, any rider, addenda, surety or guaranty agreement, power of attorney, buy down agreement, assumption agreement, modification agreement, written assurance or substitution agreement. Capitalized words and phrases used herein shall have the respective meanings attributable thereto assigned to them in the Credit Agreementabove-captioned Indenture. This Notice of Borrowing is delivered to you pursuant to Section 2.02 of the Credit Agreement. The Borrower hereby requests a Syndicated Borrowing which is a [Euro-Dollar Borrowing] [Base Rate Borrowing] in the aggregate principal amount of $----------------------------------, as Trustee By: ____________________________ to be made on Its: _______________, 199___, and for interest to accrue thereon at the rate established by the Credit Agreement for [Euro-Dollar Loans] [Base Rate Loans]. The duration of the Interest Period with respect thereto shall be [1 month] [2 months] [3 months] [6 months] [30 days] [60 days] [90 days] [120 days]. The Borrower has caused this Notice of Borrowing to be executed and delivered by its duly authorized officer this day of , 199 . GABLES REALTY LIMITED PARTNERSHIP (SEAL) By: Gables GP, Inc., its sole general partner By: __________ ________________________________________________________________________________ Xxxxxx X. Xxxxx, Xx., Senior Vice President GABLES-TENNESSEE PROPERTIES, L.L.C., (SEAL) By: Gables Realty Limited Partnership, member By: Gables GP, Inc., its sole general partner By: ________________________________________________________________________________ Xxxxxx X. Xxxxx, XxUNION PLANTERS MORTGAGE FINANCE CORP., Senior Vice President EXHIBIT F --------- COMPLIANCE CERTIFICATE ---------------------- Reference is made to the Second Amended and Restated Credit Agreement dated as of August 14Depositor, 2000 (as modified and supplemented and in effect from time to time, the "Credit Agreement") among Gables Realty Limited Partnership and Xxxxx-Tennessee PropertiesAND --------------------------------, as the Borrowers, the Banks from time to time parties thereto, and Wachovia Bank, N.A., as Administrative Agent, First Union National Bank, as Syndication Agent, and The Chase Manhattan Bank, as Documentation Agent. Capitalized terms used herein shall have the meanings ascribed thereto in the Credit Agreement. Pursuant to Section 5.01(c) of the Credit Agreement, ____________________, the duly authorized [title of Executive Officer, other than Secretary] of the General Partner, hereby (i) certifies to the Administrative Agent and the Banks that the information contained in the Compliance Check List attached hereto is true, accurate and complete in all material respects as of _______________, ______, and that no Default is in existence on and as of the date hereof and (ii) restates and reaffirms that the representations and warranties contained in Article V of the Credit Agreement are true on and as of the date hereof as though restated on and as of this date. GABLES REALTY LIMITED PARTNERSHIP (SEAL) By: Gables GP, Inc., its sole general partner By: _____________________________Trustee _____________ [Name and title of Executive Officer, other than Secretary] COMPLIANCE CHECKLIST -------------------- COMPLIANCE CHECK LIST Gables Realty Limited Partnership _______________________SERIES __ _______________SUPPLEMENT Dated as of 1, ______19 -------- -- TO

Appears in 1 contract

Samples: Indenture (Union Planters Mortgage Finance Corp)

Gentlemen. Unless otherwise defined herein, capitalized terms used herein shall have the meanings attributable thereto in the Credit Agreement. This Notice of Borrowing is delivered to you pursuant to Section 2.02 of the Credit Agreement. The Borrower hereby requests a Syndicated Borrowing which is a [Euro-Dollar Borrowing] [Base Rate Borrowing] [Conventional Rate Banker's Acceptance] in the aggregate principal amount of $_______________ to be made on _______________, 199___, and for interest to accrue thereon at the rate established by the Credit Agreement for [Euro-Dollar Loans] [Base Rate Loans] [Conventional Rate Banker's Acceptances]. The duration of the Interest Period with respect thereto shall be [1 month] [2 months] [3 months] [6 months] [30 days] ][60 days] [90 days] [120 __ days]. The Borrower has caused this Notice of Borrowing to be executed and delivered by its duly authorized officer this _____ day of ___________, 199 _____. GABLES REALTY LIMITED PARTNERSHIP (SEAL) SAVANNAH FOODS & INDUSTRIES, INC. By: Gables GP------------------------------- Title: 140 EXHIBIT E COMPLIANCE CERTIFICATE Reference is made to the Letter Agreement dated as of ________, 19____, between Savannah Foods & Industries, Inc., its sole general partner By: a Delaware corporation (the "Borrower") and ___________________________________________ Xxxxxx X. Xxxxx, Xx., Senior Vice President GABLES-TENNESSEE PROPERTIES, L.L.C., (SEALthe "Bank") By: Gables Realty Limited Partnership, member By: Gables GP, Inc., its sole general partner By: __________________________________________ Xxxxxx X. Xxxxx, Xx., Senior Vice President EXHIBIT F --------- COMPLIANCE CERTIFICATE ---------------------- Reference is made to and the Second Amended and Restated Master Credit Agreement dated as of August 14referred to in and incorporated by reference into the Letter Agreement (the "Master Credit Agreement") (the Letter Agreement with the Bank and the Master Credit Agreement collectively, 2000 (as modified together with all amendments and supplemented and in effect from time to timemodifications thereto, being the "Credit Agreement") among Gables Realty Limited Partnership and Xxxxx-Tennessee Properties, as the Borrowers, the Banks from time to time parties thereto, and Wachovia Bank, N.A., as Administrative Agent, First Union National Bank, as Syndication Agent, and The Chase Manhattan Bank, as Documentation Agent). Capitalized terms used herein shall have the meanings ascribed thereto in the Credit Agreement. Pursuant to Section 5.01(c) of the Credit Agreement, _______________, the duly authorized ________________ ___ of Savannah Foods & Industries, the duly authorized [title of Executive Officer, other than Secretary] of the General Partner, Inc. hereby (i) certifies to the Administrative Agent and the Banks Bank that the information contained in the Compliance Check List attached hereto is true, accurate and complete in all material respects as of _______________, ______, and that no Defaults or Events of Default is in existence on and as of the date hereof exist and (ii) restates and reaffirms that the representations and warranties contained in Article V IV of the Credit Agreement are true on and as of the date hereof as though restated on and as of this date. GABLES REALTY LIMITED PARTNERSHIP (SEAL) By: Gables GP, Inc., its sole general partner By--------------------------- Title: __________________________________________ [Name and title of Executive Officer, other than Secretary] COMPLIANCE CHECKLIST -------------------- 141 89 COMPLIANCE CHECK LIST Gables Realty Limited Partnership (Savannah Foods & Industries, Inc.) __________________________ _______________, ______

Appears in 1 contract

Samples: Master Credit Agreement (Savannah Foods & Industries Inc)

Gentlemen. Unless otherwise defined herein, capitalized terms used herein shall have the meanings attributable thereto in the Credit Agreement. This Notice of Borrowing Conversion is delivered to you pursuant to Section 2.02 2.03 of the Credit Agreement. The Borrower hereby requests a Syndicated Borrowing which is a With respect to the [ABR Advances] [Euro-Dollar BorrowingAdvances] in the aggregate amount of $___________, the Borrower hereby requests that such Advances be converted to [Base Rate BorrowingABR Advances], [Euro-Dollar Advances] in the aggregate principal amount of $_______________ to be made on _______________, 199___such date, and for interest to accrue thereon at the rate established by the Credit Agreement for [ABR Advances] [Euro-Dollar Loans] [Base Rate Loans]. The duration of the Interest Period with respect thereto shall be [1 month] [2 months] [3 months] [6 months] [30 days] [60 days] [90 days] [120 daysAdvances]. The Borrower has caused this Notice of Borrowing Conversion to be executed and delivered by its duly authorized officer this day of , 199 . GABLES REALTY LIMITED PARTNERSHIP (SEAL) By: Gables GP, Inc., its sole general partner By: _______________________________ day of ____________ Xxxxxx X. Xxxxx, Xx., Senior Vice President GABLES-TENNESSEE PROPERTIES, L.L.C., (SEAL) By: Gables Realty Limited Partnership, member By: Gables GP, Inc., its sole general partner By: 20__________________________________________ Xxxxxx X. Xxxxx. Exhibits to Credit Agreement- Exhibit “D” Page 002 ​ ​ ​ HMS Income Fund, Xx.Inc. (and upon consummation of the MSC Name Change, Senior Vice President MSC Income Fund, Inc.). a Maryland corporation ​ ​ By:​ ​​ ​​ ​​ ​​ ​ Name: ​ ​​ ​​ ​​ ​​ ​ Title: ​ ​​ ​​ ​​ ​​ ​ ​ Exhibits to Credit Agreement- Exhibit “A” Page 2 ​ ​ EXHIBIT F --------- COMPLIANCE CERTIFICATE ---------------------- D ​ ​ Reference is made to the Second Amended and Restated Senior Secured Revolving Credit Agreement dated as of August 14March 11, 2000 2014 (as modified supplemented by that certain Joinder and Reaffirmation Agreement dated as of April 15, 2014, executed by HMS Equity Holding, LLC (and upon consummation of the MSC Name Change, MSC Equity Holdings, LLC) (“Holding”) for the benefit of Administrative Agent on behalf of the Lenders, as amended by that certain First Amendment to Loan Documents dated as of May 30, 2014, that certain Second Amendment to Credit Agreement dated as of September 22, 2014, that certain Third Amendment to Credit Agreement dated as of May 13, 2015, and that certain Fourth Amendment to Credit Agreement dated as of May 29, 2015, as supplemented by that certain Assignment, Assumption, Joinder and Amendment Agreement dated as of March 6, 2017, and as amended and restated by that certain Amended and Restated Senior Secured Revolving Credit Agreement dated as of March 6, 2017, by and among HMS Income Fund, Inc. (and upon consummation of the MSC Name Change, MSC Income Fund, Inc.) (“Borrower”), the Guarantors party thereto, TIAA, FSB, as successor in effect interest to certain assets of Everbank Commercial Finance, Inc., as Administrative Agent (“Administrative Agent”) and the Lenders party thereto, as amended by that certain First Amendment to Credit Agreement dated as of October 19, 2017, as supplemented by that certain Assignment, Assumption, Joinder and Amendment Agreement dated as of December 21, 2018, as amended by that certain Second Amendment to Credit Agreement dated as of March 5, 2020, as amended by that certain Consent and Third Amendment dated as of September 25, 2020, as amended by that certain Fourth Amendment to Credit Agreement dated as of January 27, 2021, as amended by that certain Fifth Amendment to Credit Agreement dated as of July 27, 2021, and as further amended, modified, restated, supplemented, renewed or extended from time to time, the "Credit Agreement") among Gables Realty Limited Partnership and Xxxxx-Tennessee Properties, as the Borrowers, the Banks from time to time parties thereto, and Wachovia Bank, N.A., as Administrative Agent, First Union National Bank, as Syndication Agent, and The Chase Manhattan Bank, as Documentation Agent”). Capitalized terms used herein shall have the meanings ascribed thereto in the Credit Agreement. Pursuant to Section 5.01(c) of the Credit Agreement, ____________________, the duly authorized [title of Executive Officer, other than Secretary] of the General Partner, hereby (i) certifies to the Administrative Agent and the Banks that the information contained in the Compliance Check List attached hereto is true, accurate and complete in all material respects as of _______________, ______, and that no Default is in existence on and as of the date hereof and (ii) restates and reaffirms that the representations and warranties contained in Article V of the Credit Agreement are true on and as of the date hereof as though restated on and as of this date. GABLES REALTY LIMITED PARTNERSHIP (SEAL) By: Gables GP, Inc., its sole general partner By: __________________________________________ [Name and title of Executive Officer, other than Secretary] COMPLIANCE CHECKLIST -------------------- COMPLIANCE CHECK LIST Gables Realty Limited Partnership _________________________ _______________, ______.

Appears in 1 contract

Samples: Credit Agreement (MSC Income Fund, Inc.)

Gentlemen. Unless otherwise defined herein, capitalized terms used herein shall have the meanings attributable thereto in the Credit Agreement. This Notice of Borrowing is delivered to you pursuant to Section 2.02 of the Credit Agreement. The Borrower hereby requests a [Syndicated Borrowing Borrowing] which is a [Euro-Dollar Borrowing] [Base Rate Borrowing] [Swing Loan Borrowing][Foreign Currency Borrowing in][SPECIFY FOREIGN CURRENCY] in the aggregate principal amount of [the Dollar Equivalent of] $_______________ to be made on ______________, _, 199___, and for interest to accrue thereon at the rate established by the Credit Agreement for [Euro-Dollar Loans] [Base Rate Loans] [Foreign Currency Loans]. The duration of the Interest Period with respect thereto shall be [1 month] [2 months] [3 months] [6 months] [30 days] [60 days] [90 days] [120 days]. The Borrower has caused this Notice of Borrowing to be executed and delivered by its duly authorized officer this _____ day of , 199 . GABLES REALTY LIMITED PARTNERSHIP (SEAL) By: Gables GP, Inc., its sole general partner By: ___________, _____. GUILXXXX XXXXX, XXC. By:_______________________________ Xxxxxx X. Xxxxx, Xx., Senior Vice President GABLES-TENNESSEE PROPERTIES, L.L.C., (SEAL) ByTitle: Gables Realty Limited Partnership, member By: Gables GP, Inc., its sole general partner By: __________________________________________ Xxxxxx X. Xxxxx, Xx., Senior Vice President EXHIBIT F --------- COMPLIANCE CERTIFICATE ---------------------- Reference is made to the Second Amended and Restated Credit Agreement dated as of August 14September 26, 2000 1995 (as modified and supplemented and in effect from time to time, the "Credit Agreement") among Gables Realty Limited Partnership and Guilxxxx Xxxxx-Tennessee Properties, as the BorrowersXxc., the Banks from time to time parties thereto, and Wachovia BankBank of Georgia, N.A., as Administrative Agent, First Union National Bank, as Syndication Agent, and The Chase Manhattan Bank, as Documentation Agent. Capitalized terms used herein shall have the meanings ascribed thereto in the Credit Agreement. Pursuant to Section 5.01(c) of the Credit Agreement, _______________, the duly authorized ____________________ of Guilxxxx Xxxxx, the duly authorized [title of Executive Officer, other than Secretary] of the General PartnerXxc., hereby (i) certifies to the Administrative Agent and the Banks that the information contained in the Compliance Check List attached hereto is true, accurate and complete in all material respects as of _______________, ______, and that no Default is in existence on and as of the date hereof and (ii) restates and reaffirms that the representations and warranties contained in Article V IV of the Credit Agreement are true on and as of the date hereof as though restated on and as of this date. GABLES REALTY LIMITED PARTNERSHIP (SEAL) GUILXXXX XXXXX, XXC. By: Gables GP, Inc., its sole general partner By------------------------- Title: __________________________________________ [Name and title of Executive Officer, other than Secretary] COMPLIANCE CHECKLIST -------------------- 107 115 COMPLIANCE CHECK LIST Gables Realty Limited Partnership __GUILXXXX XXXXX, XXC. _______________________ _______________, ______

Appears in 1 contract

Samples: Credit Agreement (Guilford Mills Inc)

Gentlemen. Unless otherwise defined herein, capitalized terms used herein shall have the meanings attributable thereto in the Credit Agreement. This Notice of Borrowing is delivered to you pursuant to Section 2.02 of the Credit Agreement. The Borrower hereby requests a Syndicated Borrowing which is a [Euro-Dollar Borrowing][Base Rate Borrowing] [Base Rate BorrowingForeign Currency] in the aggregate principal amount of $_______________ to be made on ____________________, 199___, and for interest to accrue thereon at the rate established by the Credit Agreement for [Euro-Dollar Loans] [Base Fixed Rate Loans][Base Rate Loans]. The duration of the Interest Period with respect thereto shall be [1 month] [2 months] [3 months] [6 months] [30 days] [60 days] [90 days] [120 days]. The Borrower has caused this Notice of Borrowing to be executed and delivered by its duly authorized officer this ____ day of , 199 . GABLES REALTY LIMITED PARTNERSHIP (SEAL) By: Gables GP, Inc., its sole general partner By: _______________, 199__. Gerber Scientific, Inc. By:______________________________________ Xxxxxx X. Xxxxx, Xx., Senior Vice President GABLES-TENNESSEE PROPERTIES, L.L.C., (SEAL) ByTitle: Gables Realty Limited Partnership, member By: Gables GP, Inc., its sole general partner By: __________________________________________ Xxxxxx X. Xxxxx, Xx., Senior Vice President EXHIBIT F E --------- COMPLIANCE CERTIFICATE ---------------------- Reference is made to the Second Amended and Restated Credit Agreement dated as of August 14March 23, 2000 1998 (as modified and supplemented and in effect from time to time, the "Credit Agreement") among Gables Realty Limited Partnership and Xxxxx-Tennessee Propertiesbetween Gerber Scientific, Inc., as the Borrowers, the Banks from time to time parties theretoBorrower, and Wachovia Bank, N.A., as Administrative Agent, First Union National Bank, as Syndication Agent, and The Chase Manhattan Bank, as Documentation Agent. Capitalized terms used herein shall have the meanings ascribed thereto in the Credit Agreement. Pursuant to Section 5.01(c) of the Credit Agreement, ________________, the duly authorized ____________________ of Gerber Scientific, the duly authorized [title of Executive Officer, other than Secretary] of the General PartnerInc., hereby (i) certifies to the Administrative Agent and the Banks Bank that the information contained in the Compliance Check List attached hereto is true, accurate and complete in all material respects as of ________________, ______, and that no Default is in existence on and as of the date hereof and (ii) restates and reaffirms that the representations and warranties contained in Article V of the Credit Agreement are true on and as of the date hereof as though restated on and as of this datehereof. GABLES REALTY LIMITED PARTNERSHIP (SEAL) GERBER SCIENTIFIC, INC. By: Gables GP, Inc., its sole general partner By: ____:______________________________________ [Name and title of Executive OfficerTitle: GERBER SCIENTIFIC, other than Secretary] COMPLIANCE CHECKLIST -------------------- INC. COMPLIANCE CHECK LIST Gables Realty Limited Partnership _________________________ _______________, ______

Appears in 1 contract

Samples: Credit Agreement (Gerber Scientific Inc)

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Gentlemen. Unless otherwise defined herein, capitalized terms used herein shall have the meanings attributable thereto in the Credit Agreement. This Notice of Borrowing is delivered to you pursuant to Section 2.02 of the Credit Agreement. [The Borrower] [Russxxx Xxxope Limited], as the Borrower with respect to Foreign Currency Borrowings]] hereby requests a Syndicated Borrowing which is a [Euro-Dollar Borrowing] [Base Rate Borrowing] [Foreign Currency Borrowing] [Swing Loan Borrowing] in the aggregate principal amount of [the Dollar Equivalent of] $_______________ to be made on ______________, _, 199_____, and for interest to accrue thereon at the rate established by the Credit Agreement for [Euro-Dollar Loans] [Base Rate Loans] [Foreign Currency Loans]. [The duration of the Interest Period with respect thereto shall be [1 month] [2 months] [3 months] [6 months] [30 days] [60 days] [90 days] [120 days]]. The Borrower has caused this Notice of Borrowing to be executed and delivered by its duly authorized officer this _________ day of ______________, 199 ______. GABLES REALTY LIMITED PARTNERSHIP (SEAL) By: Gables GP, Inc., its sole general partner RUSSXXX XXXPORATION [AS AGENT FOR RUSSXXX XXXOPE LIMITED] [ADD IF APPROPRIATE] By: __________________________________________ Xxxxxx X. XxxxxTitle: 113 122 EXHIBIT E-2 NOTICE OF CONTINUATION OR CONVERSION ---------------------, Xx.------ Wachovia Bank, Senior Vice President GABLESN.A., as Administrative Agent 191 Xxxxxxxxx Xxxxxx, X.X. Xxxxxxx, Xxxxxxx 00000-TENNESSEE PROPERTIES, L.L.C., (SEAL) By0000 Xxxention: Gables Realty Limited Partnership, member BySyndications Group Re: Gables GP, Inc., its sole general partner By: __________________________________________ Xxxxxx X. Xxxxx, Xx., Senior Vice President EXHIBIT F --------- COMPLIANCE CERTIFICATE ---------------------- Reference is made to the Second Amended and Restated Credit Agreement dated as of August 14, 2000 (as amended and modified and supplemented and in effect from time to time, the "Credit Agreement") dated as of October 15, 1999, by and among Gables Realty Limited Partnership and Xxxxx-Tennessee PropertiesRussxxx Xxxporation, as the BorrowersRussxxx Xxxope Limited, the Banks from time to time parties thereto, and Wachovia Bank, N.A., as Administrative Agent, Suntrust Bank, Atlanta, as Syndication Agent and First Union National Bank, as Syndication Agent, and The Chase Manhattan Bank, as Documentation Agent. Capitalized terms used herein shall have the meanings ascribed thereto in the Credit Agreement. Pursuant to Section 5.01(c) of the Credit Agreement, ____________________, the duly authorized [title of Executive Officer, other than Secretary] of the General Partner, hereby (i) certifies to the Administrative Agent and the Banks that the information contained in the Compliance Check List attached hereto is true, accurate and complete in all material respects as of _______________, ______, and that no Default is in existence on and as of the date hereof and (ii) restates and reaffirms that the representations and warranties contained in Article V of the Credit Agreement are true on and as of the date hereof as though restated on and as of this date. GABLES REALTY LIMITED PARTNERSHIP (SEAL) By: Gables GP, Inc., its sole general partner By: __________________________________________ [Name and title of Executive Officer, other than Secretary] COMPLIANCE CHECKLIST -------------------- COMPLIANCE CHECK LIST Gables Realty Limited Partnership _________________________ _______________, ______.

Appears in 1 contract

Samples: Credit Agreement (Russell Corp)

Gentlemen. Unless otherwise defined herein, capitalized terms used herein shall have the meanings attributable thereto in the Credit Agreement. This Notice of Borrowing is delivered to you pursuant to Section 2.02 of the Credit Agreement. The Borrower On behalf of [INSERT NAME OF BORROWER], the Parent hereby requests a Syndicated Borrowing which is a [Euro-Euro- Dollar Borrowing] [Base Rate Borrowing] [Swing Loan Borrowing] [Syndicated Foreign Currency Borrowing] [specify Foreign Currency] in the aggregate principal amount [Dollar Equivalent] of $_______________ to be made on ______________, _, 199____, and for interest to accrue thereon at the rate established by the Credit Agreement for [Euro-Dollar Loans] [Base Rate Loans][Syndicated Foreign Currency Loans]. The duration of the Interest Period with respect thereto (other than Swing Loan Borrowings bearing interest at the Wachovia Alternative Rate which have an Interest Period of 5 Domestic Business Days) shall be [1 month] [2 months] [3 months] [6 months] [30 days] [60 days] [90 days] [120 days]. The Borrowing requested hereunder for [insert name of Borrower] shall be advanced to such Borrower in [insert name of country from Foreign Jurisdiction Letter]. The Aggregate Outstanding Loans on the date hereof, without giving effect to the Borrowing requested hereby, is [less than] [equal to or greater than] 66 2/3% of the Aggregate Commitments. The Parent's current Debt Rating is [_________]. The Borrower, through the Parent, has caused this Notice of Borrowing to be executed and delivered by its duly authorized officer this _____ day of , 199 . GABLES REALTY LIMITED PARTNERSHIP (SEAL) By: Gables GP, Inc., its sole general partner By: ___________, _____. EQUIFAX INC. By:_______________________________ Xxxxxx X. XxxxxTitle: EXHIBIT F --------- COMPLIANCE CERTIFICATE ---------------------- Reference is made to the Credit Agreement dated as of November 21, Xx.1997 (as modified and supplemented and in effect from time to time, Senior Vice President GABLES-TENNESSEE PROPERTIES, L.L.C., (SEALthe "Credit Agreement") By: Gables Realty Limited Partnership, member By: Gables GP, among Equifax Inc., its sole general partner By: Wholly Owned Subsidiaries parties thereto, the Banks from time to time parties thereto, Wachovia Bank, N.A., as Agent. Capitalized terms used herein shall have the meanings ascribed thereto in the Credit Agreement. Pursuant to Section 5.01(c) of the Credit Agreement, (i) _______________, the duly authorized ____________________ of Equifax Inc. hereby certifies to the Agent and the Banks as required by Section 5.01(c) that the information contained in the Compliance Check List attached hereto is true, accurate and complete as of __________, ____, and (ii) ____________________, the duly authorized ______________________________ of Equifax Inc. hereby (A) certifies to the Agent and the Banks as required by Section 5.01(c) that to the knowledge of such officer, no Default is in existence on and as of the date hereof and (B) restates and reaffirms as required by Section 5.01(c) that to the knowledge of such officer, the representations and warranties contained in Article IV of the Credit Agreement are true on and as of the date hereof (x) as stated as to representations and warranties which contain materiality limitations, and (y) and in all material respects as to all other representations and warranties. Dated this _____ day of ____________, 199/200__. EQUIFAX INC. By:_______________________________ Xxxxxx X. Xxxxx, Xx., Senior Vice President Title: COMPLIANCE CHECK LIST Equifax Inc. -------------------------- [TO BE COMPLETED] EXHIBIT F G --------- COMPLIANCE CLOSING CERTIFICATE ---------------------- ------------------- Reference is made to the Second Amended and Restated Credit Agreement dated as of August 14, 2000 (as modified and supplemented and in effect from time to time, the "Credit Agreement") dated as of November 21, 1997, among Gables Realty Limited Partnership and Xxxxx-Tennessee PropertiesEquifax Inc., as the Borrowersits Wholly Owned Subsidiaries parties thereto, the Banks from time to time parties theretolisted therein, and Wachovia Bank, N.A., as Administrative Agent, First Union National Bank, as Syndication Agent, and The Chase Manhattan Bank, as Documentation Agent. Capitalized terms used herein shall have the meanings ascribed thereto in the Credit Agreement. Pursuant to Section 5.01(c3.01(e) of the Credit Agreement, ____________________, the duly authorized [title of Executive Officer, other than Secretary] of the General Partner, hereby (i) certifies to the Administrative Agent and the Banks that the information contained in the Compliance Check List attached hereto is true, accurate and complete in all material respects as of _______________, ______, and that no Default is in existence on and as of the date hereof and (ii) restates and reaffirms that the representations and warranties contained in Article V of the Credit Agreement are true on and as of the date hereof as though restated on and as of this date. GABLES REALTY LIMITED PARTNERSHIP (SEAL) By: Gables GP, Inc., its sole general partner By: _____________________________, the duly authorized ____________________ [Name of Equifax Inc. hereby certifies to the Agent and title the Banks as required by Section 3.01(e) that (i) no Default has occurred and is continuing as of Executive Officerthe date hereof, and (ii) the representations and warranties contained in Article IV of the Credit Agreement are true on and as of the date hereof (x) as stated as to representations and warranties which contain materiality limitations, and (y) and in all material respects as to all other than Secretary] COMPLIANCE CHECKLIST -------------------- COMPLIANCE CHECK LIST Gables Realty Limited Partnership representations and warranties. Certified as of this 21st day of November, 1997. EQUIFAX INC. By:___________________________ Printed Name:______________ Title:_______________, _______ EXHIBIT H --------- MONEY MARKET QUOTE REQUEST -------------------------- Wachovia Bank, N.A., as Agent 000 Xxxxxxxxx Xxxxxx, X.X. Xxxxxxx, Xxxxxxx 00000-0000 Attention: Syndications Group Re: Money Market Quote Request --------------------------

Appears in 1 contract

Samples: Credit Agreement (Equifax Inc)

Gentlemen. Unless otherwise defined herein, capitalized terms used herein shall have the meanings attributable thereto in the Credit Agreement. This Notice of Borrowing is delivered to you pursuant to Section 2.02 of the Credit Agreement. The Borrower hereby requests a Syndicated Borrowing which is a [Euro-Dollar Borrowing] [Base Rate Borrowing] in the aggregate principal amount of $_______________ to be made on ____________, ___, 199___, and for interest to accrue thereon at the rate established by the Credit Agreement for [Euro-Dollar Loans] [Base Rate Loans]. The duration of the Interest Period with respect thereto shall be [1 month] [2 months] [3 months] [6 months] [30 days] [60 days] [90 days] [120 days]. The Borrower has caused this Notice of Borrowing to be executed and delivered by its duly authorized officer this _____day of ______, 199 . GABLES REALTY LIMITED PARTNERSHIP (SEAL) By: Gables GP, Inc., its sole general partner By: __________________________________________ Xxxxxx X. Xxxxx. FLOWERS INDUSTRIES, Xx., Senior Vice President GABLES-TENNESSEE PROPERTIES, L.L.C., (SEAL) INC. By: Gables Realty Limited Partnership, member By---------------------------------------- Title: Gables GP, Inc., its sole general partner By: __________________________________________ Xxxxxx X. Xxxxx, Xx., Senior Vice President 102 EXHIBIT F --------- COMPLIANCE CERTIFICATE ---------------------- Reference is made to the Second Amended and Restated Credit Agreement dated as of August 14January 30, 2000 1998 (as modified and supplemented and in effect from time to time, the "Credit Agreement") among Gables Realty Limited Partnership and Xxxxx-Tennessee PropertiesFlowers Industries, as the BorrowersInc., the Banks from time to time parties thereto, and Wachovia Bank, N.A., as Administrative Agent, First Union National BankThe Bank of Nova Scotia, as Syndication Documentation Agent, and The Chase Manhattan BankNationsBank, N.A., as Documentation Syndications Agent. Capitalized terms used herein shall have the meanings ascribed thereto in the Credit Agreement. Pursuant to Section 5.01(c) of the Credit Agreement, ____________________, the duly authorized [title of Executive Officer, other than Secretary] of the General Partner, hereby (i) certifies to the Administrative Agent and the Banks that the information contained in the Compliance Check List attached hereto is true, accurate and complete in all material respects as of _______________, ______, and that no Default is in existence on and as of the date hereof and (ii) restates and reaffirms that the representations and warranties contained in Article V of the Credit Agreement are true on and as of the date hereof as though restated on and as of this date. GABLES REALTY LIMITED PARTNERSHIP (SEAL) By: Gables GP, Inc., its sole general partner By: __________________________________________ [Name of Flowers Industries, Inc., hereby (A) certifies to the Agent and title the Banks that the information contained in the Compliance Check List attached hereto is true, accurate and complete as of Executive Officer__________, other than Secretary] COMPLIANCE CHECKLIST -------------------- ____, (B) certifies to the Agent and the Banks that no Default is in existence on and as of the date hereof and (C) restates and reaffirms that the representations and warranties contained in Article IV of the Credit Agreement are true on and as of the date hereof as though restated on and as of this date. FLOWERS INDUSTRIES, INC. By: ---------------------------------------- Title: 103 COMPLIANCE CHECK LIST Gables Realty Limited Partnership Flowers Industries, Inc. __________________________ _______________, ______

Appears in 1 contract

Samples: Credit Agreement (Flowers Industries Inc /Ga)

Gentlemen. Unless otherwise defined herein, capitalized terms used herein shall have the meanings attributable thereto in the Credit Agreement. This Notice of Borrowing Continuation or Conversion is delivered to you pursuant to Section 2.02 2.04 of the Credit Agreement. The With respect to the Euro-Dollar Loans in the aggregate amount of $___________ which has an Interest Period ending on _____________, the Borrower hereby requests a Syndicated Borrowing which is a that such loan be [converted to a] [Base Rate Loan] [Euro-Dollar BorrowingLoan] [Base Rate Borrowingcontinued as a] [Euro-Dollar Loan] in the aggregate principal amount of $_______________ to be made on _______________, 199___such date, and for interest to accrue thereon at the rate established by the Credit Agreement for [Base Rate Loans] [Euro-Dollar Loans] [Base Rate Loans]. [The duration of the Interest Period with respect thereto shall be [1 month] [2 months] [3 months] [6 months] [30 days] [60 days][60 days] [90 days] [120 days]]. The Borrower has caused this Notice of Borrowing Continuation or Conversion to be executed and delivered by its duly authorized officer this ______ day of ____________, 199 2002. GABLES REALTY LIMITED PARTNERSHIP (SEAL) By: Gables GP, Inc., its sole general partner [Insert Name of Borrower] By: __________________________________________ Xxxxxx X. Xxxxx, Xx., Senior Vice President GABLES-TENNESSEE PROPERTIES, L.L.C., (SEAL) By: Gables Realty Limited Partnership, member By: Gables GP, Inc., its sole general partner ByTitle: ______________________ EXHIBIT F COMPLIANCE CERTIFICATE Reference is made to the Amended and Restated Credit Agreement dated as of August 23, 2002 (as modified and supplemented and in effect from time to time, the "Credit Agreement") among Xxxx, Inc., as Borrower, the Banks from time to time parties thereto, Wachovia Bank, National Association, as Agent. Capitalized terms used herein shall have the meanings ascribed thereto in the Credit Agreement. Pursuant to Section 5.01(c) of the Credit Agreement,________________, the duly authorized ______________________________ Xxxxxx X. Xxxxxof Xxxx, Xx., Senior Vice President EXHIBIT F --------- COMPLIANCE CERTIFICATE ---------------------- Reference is made to the Second Amended and Restated Credit Agreement dated as of August 14, 2000 (as modified and supplemented and in effect from time to time, the "Credit Agreement") among Gables Realty Limited Partnership and Xxxxx-Tennessee Properties, as the Borrowers, the Banks from time to time parties thereto, and Wachovia Bank, N.A., as Administrative Agent, First Union National Bank, as Syndication Agent, and The Chase Manhattan Bank, as Documentation Agent. Capitalized terms used herein shall have the meanings ascribed thereto in the Credit Agreement. Pursuant to Section 5.01(c) of the Credit Agreement, ____________________, the duly authorized [title of Executive Officer, other than Secretary] of the General PartnerInc., hereby (i) certifies to the Administrative Agent and the Banks that the information contained in the Compliance Check List attached hereto is true, accurate and complete in all material respects as of _______________, ______, and that no Default is in existence on and as of the date hereof and (ii) restates and reaffirms that the representations and warranties contained in Article V of the Credit Agreement are true on and as of the date hereof as though restated on and as of this datehereof. GABLES REALTY LIMITED PARTNERSHIP (SEAL) By: Gables GPXXXX, Inc., its sole general partner INC. By: ________________________________ Title:______________________ [Name and title of Executive OfficerEXHIBIT F cont'd CULP, other than Secretary] COMPLIANCE CHECKLIST -------------------- INC. COMPLIANCE CHECK LIST Gables Realty Limited Partnership _________________________ _______________, ______,

Appears in 1 contract

Samples: Credit Agreement (Culp Inc)

Gentlemen. Unless otherwise defined hereinPursuant to the Agreement, capitalized terms used herein shall have the meanings attributable thereto in the Credit Agreement. This Notice of Borrowing is delivered undersigned desire to you pursuant to Section 2.02 of the Credit Agreement. The Borrower hereby requests a Syndicated Borrowing which is a [Euro-Dollar Borrowing] [Base Rate Borrowing] in the aggregate principal amount of $_________(check one): ______ to be made Borrow on _______________, 199___, and for interest to accrue thereon at the rate established by the Credit Agreement for [Euro-Dollar Loans] [Base Rate Loans]. The duration of the Interest Period with respect thereto shall be [1 month] [2 months] [3 months] [6 months] [30 days] [60 days] [90 days] [120 days]. The Borrower has caused this Notice of Borrowing to be executed and delivered by its duly authorized officer this day of , 199 . GABLES REALTY LIMITED PARTNERSHIP (SEAL) By: Gables GP, Inc., its sole general partner By: __________________________________________ Xxxxxx X. Xxxxx, Xx., Senior Vice President GABLES-TENNESSEE PROPERTIES, L.L.C., (SEAL) By: Gables Realty Limited Partnership, member By: Gables GP, Inc., its sole general partner By: __________________________________________ Xxxxxx X. Xxxxx, Xx., Senior Vice President EXHIBIT F --------- COMPLIANCE CERTIFICATE ---------------------- Reference is made to the Second Amended and Restated Credit Agreement dated as of August 14, 2000 (as modified and supplemented and in effect from time to time, the "Credit Agreement") among Gables Realty Limited Partnership and Xxxxx-Tennessee Properties, as the Borrowers, the Banks from time to time parties thereto, and Wachovia Bank, N.A., as Administrative Agent, First Union National Bank, as Syndication Agent, and The Chase Manhattan Bank, as Documentation Agent. Capitalized terms used herein shall have the meanings ascribed thereto in the Credit Agreement. Pursuant to Section 5.01(c) of the Credit Agreement, ____________________, the duly authorized [title of Executive Officer, other than Secretary] of the General Partner, hereby (i) certifies to the Administrative Agent and the Banks that the information contained in the Compliance Check List attached hereto is true, accurate and complete in all material respects as of _______________, ______, and that no Default is in existence on and as an aggregate principal amount of the date hereof and (ii) restates and reaffirms that the representations and warranties contained in Article V of the Credit Agreement are true on and as of the date hereof as though restated on and as of this date. GABLES REALTY LIMITED PARTNERSHIP (SEAL) By: Gables GP, Inc., its sole general partner By: $____________ as a (check one) ____ Prime Loan or ____ LIBOR Loan for an Interest Period of ____ months. OR _______________ Convert $_________________ [Name and title of Executive Officer, other than Secretary] COMPLIANCE CHECKLIST -------------------- COMPLIANCE CHECK LIST Gables Realty Limited Partnership its outstanding Prime Loans on _________________________ _______________, _____ to a LIBOR Loan for an Interest Period of ______________ months. OR ______ Convert $_____________ of its LIBOR Loan with an Interest Period expiring on _____________, ______ to a Prime Loan on such date and to extend $________________ of such LIBOR Loan as a new LIBOR Loan for an Interest Period of _____ months commencing on such date. Accordingly, the undersigned request that you make available to the undersigned said amount on said date. The undersigned hereby represent and warrant to you that as of the date hereof all of the representations and warranties of each of the undersigned contained in the Agreement are true and correct and no Default or Event of Default (as defined in the Agreement) has occurred and is continuing, and that no such Exhibit 10 Amendment to Credit Agreement Default or Event of Default will result from the loan requested hereby. Very truly yours, VIRBAC CORPORATION PM RESOURCES, INC. ST. JXX LABORATORIES, INC. VIRBAC AH, INC. FRANCODEX LABORATORIES, INC. By: ------------------------------------------- Jxxxxx Xxxxxxxx, Chief Financial Officer VIRBAC CORPORATION PAGE 43 Exhibit 10 Amendment to Credit Agreement EXHIBIT C Revolving Credit Note $12,000,000.00 St. Louis, Missouri August ___, 2002 FOR VALUE RECEIVED, on July 31, 2005 (or such subsequent anniversary thereof as determined pursuant to Section 3.16 of the Loan Agreement (hereinafter identified)), the undersigned, VIRBAC CORPORATION, a Delaware corporation (formerly known as Agri-Nutrition Group Limited), PM RESOURCES, INC., a Missouri corporation, ST. JXX LABORATORIES, INC., a California corporation, FRANCODEX LABORATORIES, INC., a Kansas corporation and VIRBAC AH, INC., a Delaware corporation (collectively, the "Borrowers"), hereby jointly and severally promise to pay to the order of FIRST BANK, a Missouri state banking corporation ("Bank"), the principal sum of Twelve Million Dollars ($12,000,000.00), or such lesser sum as may then be outstanding hereunder. The aggregate principal amount which Bank shall be committed to have outstanding hereunder at any one time shall not exceed the lesser of (i) Twelve Million Dollars ($12,000,000.00), or (ii) the "Borrowing Base" (as defined in the Loan Agreement (as hereinafter defined)), which amount may be borrowed, paid, reborrowed and repaid, in whole or in part, subject to the terms and conditions hereof and of the Loan Agreement hereinafter identified. Borrowers further jointly and severally promise to pay to the order of Bank interest on the principal amount from time to time outstanding hereunder prior to maturity from the date disbursed until paid at the rate or rates per annum required by the Loan Agreement or otherwise selected by any of the Borrowers as set forth in the Loan Agreement. All accrued and unpaid interest with respect to each principal disbursement made hereunder shall be payable on the dates set forth in Section 3.6 of the Loan Agreement and at the maturity of this Note, whether by reason of acceleration or otherwise. After the maturity of this Note, whether by reason of acceleration or otherwise, interest shall accrue and be payable on demand on the entire outstanding principal balance hereunder until paid at a rate per annum equal to Three and One-Half Percent (3.50%) over and above the Prime Rate, fluctuating as and when said Prime Rate shall change. All payments hereunder (other than prepayments) shall be applied first to the payment of all accrued and unpaid interest, with the balance, if any, to be applied to the payment of principal. All prepayments hereunder shall be applied solely to the payment of principal. All payments of principal and interest hereunder shall be made in lawful currency of the United States in Federal or other immediately available funds at the office of Bank situated at 100 Xxxxx Xxxxxxx, Xxxxxxx, Xxxxxxxx 00000, or at such other place as the holder hereof shall designate in writing. Interest shall be computed on an actual day, 360-day year basis. Bank may record the date and amount of all loans and all payments of principal and interest hereunder in the records it maintains with respect thereto. Bank's books and records showing the account between Bank and Borrowers shall be admissible in evidence in any action or proceeding and shall constitute prima facie proof of the items therein set forth. VIRBAC CORPORATION PAGE 44 This Note is the Note referred to in that certain Credit Agreement dated as of September 7, 1999 made by and between Borrowers and Bank (as the same may from time to time be amended, the "Loan Agreement"), to which Loan Agreement reference is hereby made for a statement of the terms and conditions upon which the maturity of this Note may be accelerated, and for other terms and conditions, including prepayment, which may affect this Note. All capitalized terms used herein and not otherwise defined shall have the meanings assigned to such terms in the Loan Agreement. This Note is secured by that certain Security Agreement dated as of May 14, 1998 executed by Virbac Corporation in favor of Bank, by that certain Security Agreement dated as of May 14, 1998 and executed by PM Resources, Inc. in favor of Bank, by that certain Security Agreement dated as of May 14, 1998 executed by St. JXX Laboratories, Inc. in favor of Bank, by that certain Security Agreement dated as of September 7, 1999 and executed by Virbac AH, Inc. in favor of Bank and by that certain Security Agreement dated as of September 7, 1999 executed by Francodex Laboratories, Inc. in favor of Bank (as the same may from time to time be amended, the "Security Agreements"), to which Security Agreements reference is hereby made for a description of the security and a statement of the terms and conditions upon which this Note is secured. This Note is also secured by that certain Deed of Trust and Security Agreement dated September 9, 1993 and executed by PM Resources, Inc. in favor of Kxxxxxxxx X. Xxxxxx, as trustee for Bank (as the same may from time to time be amended, the "Deed of Trust"), to which Deed of Trust reference is hereby made for a description of the security and a statement of the terms and conditions upon which this Note is secured. This Note is also secured by that certain Agreement of Pledge dated as of September 7, 1999 and executed by Virbac Corporation in favor of Bank and by that certain Agreement of Pledge dated as of September 7, 1999 and executed by Virbac AH, Inc. in favor of Bank (collectively, as the same may from time to time be amended, the "Pledge Agreements"), to which Pledge Agreements reference is hereby made for a description of the additional security and a statement of the terms and conditions upon which this Note is further secured. If any of the Borrowers shall fail to make any payment of any principal of or interest on this Note as and when the same shall become due and payable, or if an "Event of Default" (as defined therein) shall occur under or within the meaning of the Loan Agreement, any of the Security Agreements, the Deed of Trust or any of the Pledge Agreements, Bank may, at its option, terminate its obligation to make any additional loans under this Note and Bank may further declare the entire outstanding principal balance of this Note and all accrued and unpaid interest thereon to be immediately due and payable. In the event that any payment of any principal of or interest on this Note shall not be paid when due, whether by reason of acceleration or otherwise, and this Note shall be placed in the hands of an attorney or attorneys for collection or for foreclosure of any of the Security Agreements, the Deed of Trust or any of the Pledge Agreements securing payment hereof or for representation of Bank in connection with bankruptcy or insolvency proceedings relating hereto, Borrowers jointly and severally promise to pay, in addition to all other amounts otherwise due hereon, the reasonable costs and expenses of such collection, foreclosure and representation, including, without limitation, reasonable attorneys' fees and expenses (whether or not litigation shall be commenced in aid thereof). All parties hereto severally waive presentment for payment, demand, protest, notice of protest and notice of dishonor. VIRBAC CORPORATION PAGE 45 This Note shall be governed by and construed in accordance with the internal laws of the State of Missouri.

Appears in 1 contract

Samples: Credit Agreement (Virbac Corp)

Gentlemen. Unless otherwise defined herein, capitalized terms used herein shall have the meanings attributable thereto in the Credit Agreement. This Notice of Borrowing Continuation or Conversion is delivered to you pursuant to Section 2.02 2.04 of the Credit Agreement. The Borrower hereby requests a Syndicated Borrowing which is a With respect to the [Euro-Dollar BorrowingLoans] [Foreign Currency Loans denominated in [specify Foreign Currency]] in the aggregate amount of [the Dollar Equivalent of] $___________ which has an Interest Period ending on _____________, [the Borrower] [Russxxx Xxxope Limited, as the Borrower with respect to Foreign Currency Borrowings]] hereby requests that such loan be [converted to a] [Base Rate BorrowingLoan] [Euro-Dollar Loan] [continued as a] [Euro-Dollar Loan] [Foreign Currency Loan in the same Foreign Currency]2 in the aggregate principal amount of [the Dollar Equivalent of] $_______________ to be made on _______________, 199___such date, and for interest to accrue thereon at the rate established by the Credit Agreement for [Base Rate Loans] [Euro-Dollar Loans] [Base Rate Foreign Currency Loans]. [The duration of the Interest Period with respect thereto shall be [1 month] [2 months] [3 months] [6 months] [30 days] [60 days] [90 days] [120 days]]. --------------- 1 Note: Foreign Currency Loans may only be continued in the same Foreign Currency, and may not be converted to any other type of Loan. The Borrower has caused this Notice of Borrowing Continuation or Conversion to be executed and delivered by its duly authorized officer this ______ day of , 199 . GABLES REALTY LIMITED PARTNERSHIP (SEAL) By: Gables GP, Inc., its sole general partner By: ____________, ______________________________ Xxxxxx X. Xxxxx, Xx., Senior Vice President GABLES-TENNESSEE PROPERTIES, L.L.C., (SEAL) . RUSSXXX XXXPORATION [AS AGENT FOR RUSSXXX XXXOPE LIMITED] [ADD IF APPROPRIATE] By: Gables Realty Limited Partnership, member By--------------------------------------- Title: Gables GP, Inc., its sole general partner By: __________________________________________ Xxxxxx X. Xxxxx, Xx., Senior Vice President 115 124 EXHIBIT F --------- COMPLIANCE CERTIFICATE ---------------------- Reference is made to the Second Amended and Restated Credit Agreement dated as of August 14October 15, 2000 1999 (as modified and supplemented and in effect from time to time, the "Credit Agreement") among Gables Realty Limited Partnership and Xxxxx-Tennessee PropertiesRussxxx Xxxporation, as the BorrowersRussxxx Xxxope Limited, the Banks from time to time parties thereto, and Wachovia Bank, N.A., as Administrative Agent, Suntrust Bank, Atlanta, as Syndication Agent and First Union National Bank, as Syndication Agent, and The Chase Manhattan Bank, as Documentation Agent. Capitalized terms used herein shall have the meanings ascribed thereto in the Credit Agreement. Pursuant to Section 5.01(c) of the Credit Agreement, _____________________, the duly authorized [title of Executive Chief Financial Officer, other than Secretary/Chief Accounting Officer] of the General PartnerBorrower, hereby (i) certifies to the Administrative Agent and the Banks that the information contained in the Compliance Check List attached hereto is true, accurate and complete in all material respects as of ____________________, ______, and that no Default is in existence on and as of the date hereof and (ii) restates and reaffirms that the representations and warranties contained in Article V IV of the Credit Agreement are true on and as of the date hereof as though restated on and as of this date. GABLES REALTY LIMITED PARTNERSHIP RUSSXXX XXXPORATION (SEAL) By: Gables GP, Inc., its sole general partner By: __________________________________________ [------------------------------------ Name and title of Executive [Chief Financial Officer, other than Secretary/Chief Accounting Officer] COMPLIANCE CHECKLIST -------------------- COMPLIANCE CHECK LIST Gables Realty Limited Partnership _________________________ _______________, ______116 125

Appears in 1 contract

Samples: Credit Agreement (Russell Corp)

Gentlemen. Unless otherwise defined hereinYou are hereby instructed, capitalized terms used herein shall have the meanings attributable thereto in the Credit Agreement. This Notice of Borrowing is delivered to you pursuant to Section 2.02 of the Credit Agreement. The Borrower hereby requests a Syndicated Borrowing which is a [Euro-Dollar Borrowing] [Base Rate Borrowing] in the aggregate principal amount of $__effective on _____________ (the “Servicing Transfer Date”), to be made service the Mortgage Loans listed on Exhibit A attached hereto to _______________. From and after the Servicing Transfer Date, 199___the Mortgage Loans listed on Exhibit A shall no longer be subject to the provisions of the Servicing Control Agreement. XXXXXXXXX MORTGAGE HOME LOANS, INC. By: Name: Title: [LENDER 1] By: Name: Title: [LENDER 2] By: Name: Title: ACKNOWLEDGED AND AGREED: [SERVICER] By: Name: Title: , 20 Xxxxx Fargo Home Mortgage, Inc. hereby certifies that it has established the account described below as a Custodial Account pursuant to Section 4.04 of the Seller's Warranties and Servicing Agreement, dated as of , 20 ,. Title of Account: Xxxxx Fargo Home Mortgage, Inc. in trust for the Purchaser and/or subsequent purchasers of Mortgage Loans, and for interest various Mortgagors - P & I Address of office or branch at which Account is maintained: XXXXX FARGO HOME MORTGAGE, INC. Company By: Name: Title: 20 Xxxxx Fargo Home Mortgage, Inc. hereby certifies that it has established the account described below as an Escrow Account pursuant to accrue thereon at the rate established by the Credit Agreement for [Euro-Dollar Loans] [Base Rate Loans]. The duration Section 4.06 of the Interest Period with respect thereto shall be [1 month] [2 months] [3 months] [6 months] [30 days] [60 days] [90 days] [120 days]Seller's Warranties and Servicing Agreement, dated as of 20 . The Borrower has caused this Notice Title of Borrowing to be executed Account: Xxxxx Fargo Home Mortgage, Inc. in trust for the Purchaser and/or subsequent purchasers of Mortgage Loans, and delivered by its duly authorized officer this day various Mortgagors - T & I Address of office or branch at which account is maintained: XXXXX FARGO HOME MORTGAGE, 199 INC. GABLES REALTY LIMITED PARTNERSHIP (SEAL) Company By: Gables GPName: Title: This is a Purchase Agreement (the "Agreement"), Inc., its sole general partner By: __________________________________________ Xxxxxx X. Xxxxx, Xx., Senior Vice President GABLES-TENNESSEE PROPERTIES, L.L.C., (SEAL) By: Gables Realty Limited Partnership, member By: Gables GP, Inc., its sole general partner By: __________________________________________ Xxxxxx X. Xxxxx, Xx., Senior Vice President EXHIBIT F --------- COMPLIANCE CERTIFICATE ---------------------- Reference is made to the Second Amended and Restated Credit Agreement dated as of August 141, 2000 (as modified 2002 by and supplemented and in effect from time to time, the "Credit Agreement") among Gables Realty Limited Partnership and Xxxxx-Tennessee Properties, as the Borrowers, the Banks from time to time parties thereto, and Wachovia Bank, N.A., as Administrative Agent, First Union National Bank, as Syndication Agent, and The Chase Manhattan Bank, as Documentation Agent. Capitalized terms used herein shall have the meanings ascribed thereto in the Credit Agreement. Pursuant to Section 5.01(c) of the Credit Agreement, ____________________, the duly authorized [title of Executive Officer, other than Secretary] of the General Partner, hereby (i) certifies to the Administrative Agent and the Banks that the information contained in the Compliance Check List attached hereto is true, accurate and complete in all material respects as of _______________, ______, and that no Default is in existence on and as of the date hereof and (ii) restates and reaffirms that the representations and warranties contained in Article V of the Credit Agreement are true on and as of the date hereof as though restated on and as of this date. GABLES REALTY LIMITED PARTNERSHIP (SEAL) By: Gables GPbetween Xxxxxxxxx Mortgage Home Loans, Inc., its sole general partner By: __________________________________________ [Name having an office at 000 Xxxx Xxxxx Xxxxxx, Washington Avenue, Suite 302, Santa Fe, New Mexico 87501 (the "Purchaser") and title of Executive OfficerXxxxx Fargo Home Mortgage, other than Secretary] COMPLIANCE CHECKLIST -------------------- COMPLIANCE CHECK LIST Gables Realty Limited Partnership _________________________ _______________Inc., ______having an xxxxxx xx 0 Xxxx Xxxxxx, Xxx Xxxxxx, Xxxx 00000-0000 (the "Seller").

Appears in 1 contract

Samples: Servicing Agreement (Greenwich Capital Acceptance Inc)

Gentlemen. Unless otherwise defined herein, capitalized terms used herein shall have the meanings attributable thereto in The Lenders hereby represent to the Credit Agreement. This Notice of Borrowing is delivered to you pursuant to Section 2.02 Parties and The CIT Group/Business Credit, Inc. ("CIT"), that the Lenders are the holders of the Credit AgreementAgreement described above. The Borrower hereby requests a Syndicated Borrowing which Lenders further represent to the Credit Parties and CIT that, as of the date hereof, the total amount of outstanding loans under the Credit Agreement and all other liabilities or indebtedness of the Co-Borrowers to the Lenders under the Credit Agreement and the other loan or collateral documents related thereto (collectively, the "Loan Documents"), is a [Euro-Dollar Borrowing] [Base Rate Borrowing] $3,637,879.24 (collectively, the "Existing Obligations"). The Lenders have agreed to release their liens and security interests in the personal property of the Credit Parties and to terminate the Credit Agreement and the other Loan Documents upon satisfaction of the following conditions: (a) $2,950,000 of the Existing Obligations shall be refinanced and the Credit Parties shall execute and deliver to the Lenders term notes, in form and substance satisfactory to the Lenders, in the aggregate principal amount of $_______________ to be made on _______________2,9500,000 (the "Term Notes"), 199___, and for interest to accrue thereon at the rate established by (b) the Credit Agreement for [Euro-Dollar Loans] [Base Rate Loans]. The duration of the Interest Period with respect thereto Parties shall be [1 month] [2 months] [3 months] [6 months] [30 days] [60 days] [90 days] [120 days]. The Borrower has caused this Notice of Borrowing to be executed and delivered by its duly authorized officer this day of , 199 . GABLES REALTY LIMITED PARTNERSHIP (SEAL) By: Gables GP, Inc., its sole general partner By: __________________________________________ Xxxxxx X. Xxxxx, Xx., Senior Vice President GABLES-TENNESSEE PROPERTIES, L.L.C., (SEAL) By: Gables Realty Limited Partnership, member By: Gables GP, Inc., its sole general partner By: __________________________________________ Xxxxxx X. Xxxxx, Xx., Senior Vice President EXHIBIT F --------- COMPLIANCE CERTIFICATE ---------------------- Reference is made deliver to the Second Amended and Restated Credit Agreement dated as of August 14, 2000 (as modified and supplemented and in effect from time to time, the "Credit Agreement") among Gables Realty Limited Partnership and Xxxxx-Tennessee Properties, as the Borrowers, the Banks from time to time parties thereto, and Wachovia Bank, N.A., as Administrative Agent, First Union National a Mortgage by BTI, as mortgagor, granting to JPMorgan Chase Bank, as Syndication Agent, and The Chase Manhattan Bankcollateral agent for the Lenders, as Documentation Agent. Capitalized terms used herein shall have mortgagee (the meanings ascribed thereto in "Mortgage") a second lien on the Credit Agreement. Pursuant to Section 5.01(cparcel of real property and improvements thereon known as 100 Marcus Boulevard, Hauppauge, New York (the "Premises") as collatxxxx xxxxxxxx xxx $0,000,000 xx xxx xxxxxations of the Credit Agreement, ____________________, Parties under the duly authorized [title of Executive Officer, other than Secretary] of Term Notes; (c) the General Partner, hereby (i) certifies Credit Parties shall pay to the Administrative Agent and the Banks that sum of $250,000, for the information contained ratable distribution to the Lenders (the "Payment"), such Payment to be made to the Administrative Agent by way of wire transfer in immediately available funds directed as set forth below; (d) BC shall deliver to the Compliance Check List attached hereto is trueLenders 750,000 shares of common stock of BC, accurate and complete in all material respects as of _______________, ______substantially on the terms described on Exhibit 1 hereto, and that no Default is in existence on and as (e) the balance of the date hereof and (ii) restates and reaffirms that Existing Obligations shall be satisfied by delivery by BC to the representations and warranties contained in Article V Lenders of redeemable, 1,250,000 of convertible preferred stock of BC, substantially on the Credit Agreement terms described on Exhibit 2 attached hereto. The wire transfer instructions are true on and as of the date hereof as though restated on and as of this date. GABLES REALTY LIMITED PARTNERSHIP (SEAL) By: Gables GP, Inc., its sole general partner By: __________________________________________ [Name and title of Executive Officer, other than Secretary] COMPLIANCE CHECKLIST -------------------- COMPLIANCE CHECK LIST Gables Realty Limited Partnership _________________________ _______________, ______follows:

Appears in 1 contract

Samples: Credit Agreement (Boundless Corp)

Gentlemen. Unless otherwise defined herein, capitalized terms used herein shall have the meanings attributable thereto in the Credit Agreement. This Notice of Borrowing is delivered to you pursuant to Section 2.02 of the Credit Agreement. [The Borrower] [Russell Europe Limited], as the Borrower with respect to Foreign Currxxxx Xxrrowings]] hereby requests a Syndicated Borrowing which is a [Euro-Dollar Borrowing] [Base Rate Borrowing] [Foreign Currency Borrowing] [Swing Loan Borrowing] in the aggregate principal amount of [the Dollar Equivalent of] $_______________ to be made on ______________, _, 199_____, and for interest to accrue thereon at the rate established by the Credit Agreement for [Euro-Dollar Loans] [Base Rate Loans] [Foreign Currency Loans]. [The duration of the Interest Period with respect thereto shall be [1 month] [2 months] [3 months] [6 months] [30 days] [60 days] [90 days] [120 days]]. The Borrower has caused this Notice of Borrowing to be executed and delivered by its duly authorized officer this day of , 199 . GABLES REALTY LIMITED PARTNERSHIP (SEAL) By: Gables GP, Inc., its sole general partner By: __________________________________________ Xxxxxx X. Xxxxx, Xx., Senior Vice President GABLES-TENNESSEE PROPERTIES, L.L.C., (SEAL) By: Gables Realty Limited Partnership, member By: Gables GP, Inc., its sole general partner By: __________________________________________ Xxxxxx X. Xxxxx, Xx., Senior Vice President EXHIBIT F --------- COMPLIANCE CERTIFICATE ---------------------- Reference is made to the Second Amended and Restated Credit Agreement dated as day of August 14, 2000 (as modified and supplemented and in effect from time to time, the "Credit Agreement") among Gables Realty Limited Partnership and Xxxxx-Tennessee Properties, as the Borrowers, the Banks from time to time parties thereto, and Wachovia Bank, N.A., as Administrative Agent, First Union National Bank, as Syndication Agent, and The Chase Manhattan Bank, as Documentation Agent. Capitalized terms used herein shall have the meanings ascribed thereto in the Credit Agreement. Pursuant to Section 5.01(c) of the Credit Agreement, ____________________, the duly authorized [title of Executive Officer, other than Secretary] of the General Partner, hereby (i) certifies to the Administrative Agent and the Banks that the information contained in the Compliance Check List attached hereto is true, accurate and complete in all material respects as of _______________, ______. RUSSELL CORPORATION [AS AGENT FXX XXXXELL EUROPE LIMITED] [ADD IF XXXXXXRIATE] By: ------------------------------------- Title: EXHIBIT E-2 NOTICE OF CONTINUATION OR CONVERSION ---------------------, ------ Wachovia Bank, N.A., as Administrative Agent 191 Peachtree Street, N.E. Atlanta, Georgia 30303-1757 Attention: Syxxxxxxxxxx Xxxxx Xx: Xxxxxxx xxd Restated Credit Agreement (as amended and that no Default is in existence on and modified from time to time, the "Credit Agreement") dated as of the date hereof January 31, 2002, by and among Russell Corporation, Russell Europe Limitex, xxx Banks from timx xx xxme parties thereto, Wachovia Bank, N.A., as Administrative Agent, Suntrust Bank (ii) restates formerly Suntrust Bank, Atlanta), as Syndication Agent and reaffirms that the representations and warranties contained in Article V of the Credit Agreement are true on and First Union National Bank, as of the date hereof as though restated on and as of this date. GABLES REALTY LIMITED PARTNERSHIP (SEAL) By: Gables GP, Inc., its sole general partner By: __________________________________________ [Name and title of Executive Officer, other than Secretary] COMPLIANCE CHECKLIST -------------------- COMPLIANCE CHECK LIST Gables Realty Limited Partnership _________________________ _______________, ______Documentation Agent.

Appears in 1 contract

Samples: Credit Agreement (Russell Corp)

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