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Contract analysis / promissory-notes.docx
promissory-notes.docx
1019-00002 · 43 clauses
High · 8 Medium · 15 Standard · 12
1. Reference to Credit Agreement Medium
⚑ Liability cap to check against exposure
1. Reference to Credit Agreement This Note is one of the "Notes" referred to in, and is entitled to the benefits of, that certain Senior Secured Revolving Credit Agreement, dated as of January 30, 2026 (as amended, restated, amended and restated, supplemented, refinanced, or otherwise modified from time to time, the "Credit Agreement"), among the Borrower, the Subsidiary Guarantors party thereto, the Lenders party th
2. Interest Rate Standard
⚑ Commercial term
2. Interest Rate Interest on the unpaid principal balance of each Revolving Credit Loan and Swingline Loan evidenced hereby shall accrue at the rate per annum equal to Adjusted Term SOFR plus three hundred fifty basis points (3.50%) per annum, subject to a SOFR floor of zero percent (0.00%), as more fully set forth in Section 2.08 of the Credit Agreement. Interest shall be computed on the basis of a 360-day year for
3. Repayment and Maturity Standard
⚑ Commercial term
3. Repayment and Maturity The principal of each Revolving Credit Loan and Swingline Loan evidenced hereby shall be due and payable on the dates and in the amounts specified in the Credit Agreement. The entire unpaid principal balance of this Note, together with all accrued and unpaid interest thereon and all other amounts payable under the Credit Agreement in respect of the Revolving Credit Loans and Swingline Loans
4. Acceleration Medium
⚑ Notice / time limit to track
4. Acceleration Upon the occurrence of any Event of Default under the Credit Agreement, the Administrative Agent may, and at the direction of the Required Lenders shall, declare the entire unpaid principal balance of this Note, together with all accrued and unpaid interest hereon and all other obligations, costs, expenses, and amounts payable to the Lender under this Note, the Credit Agreement, and the other Loan Doc
5. Security
5. Security This Note is secured by a first-priority perfected security interest in substantially all assets of the Borrower and each Subsidiary Guarantor, as more fully described in the following collateral documents, each dated as of January 30, 2026 (collectively, together with all other collateral documents from time to time delivered in connection with the Credit Agreement, the "Collateral Documents"): (a) the P
6. Guarantee
6. Guarantee Payment of this Note is unconditionally and irrevocably guaranteed, jointly and severally, by each of the following Subsidiary Guarantors pursuant to the Guarantee Agreement, dated as of January 30, 2026 (as amended, restated, supplemented, or otherwise modified from time to time, the "Guarantee Agreement"), by and among the Subsidiary Guarantors and Prescott National Bank, N.A., as Administrative Agent:
7. Lender's Records Standard
⚑ Commercial term
7. Lender's Records The Lender is hereby authorized to record on its books and records, or on any schedule or grid attached to this Note, the date and amount of each Revolving Credit Loan and Swingline Loan made hereunder, each repayment or prepayment of principal hereof, the applicable interest rate, and the amount of each payment of interest received by the Lender with respect hereto; provided, however, that the fa
8. Assignments Medium
⚑ Assignment / subcontracting
8. Assignments The Lender may assign its rights and obligations under this Note, in whole or in part, in accordance with Section 10.04 of the Credit Agreement. Each such assignment shall be effected pursuant to an Assignment and Assumption Agreement in the form attached as Exhibit A to the Credit Agreement, duly executed by the assigning Lender, the assignee, and, to the extent required under the Credit Agreement, ac
9. Waivers High
⚑ Non-compete / exclusivity restraint
9. Waivers The Borrower hereby waives presentment for payment, demand, protest, notice of protest, notice of dishonor, diligence in collection, and any and all other notices or demands in connection with the delivery, acceptance, performance, default, or enforcement of this Note, except as expressly required by the Credit Agreement. No failure or delay by the Lender or the Administrative Agent in exercising any right
10. Governing Law; Submission to Jurisdiction High
⚑ Non-compete / exclusivity restraint
10. Governing Law; Submission to Jurisdiction This Note shall be governed by, and construed and interpreted in accordance with, the laws of the State of New York without giving effect to any choice-of-law or conflict-of-law provision or rule that would cause the application of the laws of any jurisdiction other than the State of New York. The Borrower hereby irrevocably and unconditionally submits, for itself and its
11. Waiver of Jury Trial Medium
⚑ Forum / governing law
11. Waiver of Jury Trial EACH PARTY HERETO HEREBY IRREVOCABLY WAIVES, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, ANY RIGHT IT MAY HAVE TO A TRIAL BY JURY IN ANY LEGAL PROCEEDING DIRECTLY OR INDIRECTLY ARISING OUT OF OR RELATING TO THIS NOTE, THE CREDIT AGREEMENT, ANY OTHER LOAN DOCUMENT, OR THE TRANSACTIONS CONTEMPLATED HEREBY OR THEREBY (WHETHER BASED ON CONTRACT, TORT, OR ANY OTHER THEORY). EACH PARTY HERET
1. Reference to Credit Agreement Medium
⚑ Liability cap to check against exposure
1. Reference to Credit Agreement This Note is one of the "Notes" referred to in, and is entitled to the benefits of, that certain Senior Secured Revolving Credit Agreement, dated as of January 30, 2026 (as amended, restated, amended and restated, supplemented, refinanced, or otherwise modified from time to time, the "Credit Agreement"), among the Borrower, the Subsidiary Guarantors party thereto, the Lenders party th
2. Interest Rate Standard
⚑ Commercial term
2. Interest Rate Interest on the unpaid principal balance of each Revolving Credit Loan evidenced hereby shall accrue at the rate per annum equal to Adjusted Term SOFR plus three hundred fifty basis points (3.50%) per annum, subject to a SOFR floor of zero percent (0.00%), as more fully set forth in Section 2.08 of the Credit Agreement. Interest shall be computed on the basis of a 360-day year for the actual number o
3. Repayment and Maturity Standard
⚑ Commercial term
3. Repayment and Maturity The principal of each Revolving Credit Loan evidenced hereby shall be due and payable on the dates and in the amounts specified in the Credit Agreement. The entire unpaid principal balance of this Note, together with all accrued and unpaid interest thereon and all other amounts payable under the Credit Agreement in respect of the Revolving Credit Loans evidenced hereby, shall be due and paya
4. Acceleration Medium
⚑ Notice / time limit to track
4. Acceleration Upon the occurrence of any Event of Default under the Credit Agreement, the Administrative Agent may, and at the direction of the Required Lenders shall, declare the entire unpaid principal balance of this Note, together with all accrued and unpaid interest hereon and all other obligations, costs, expenses, and amounts payable to the Lender under this Note, the Credit Agreement, and the other Loan Doc
5. Security
5. Security This Note is secured by a first-priority perfected security interest in substantially all assets of the Borrower and each Subsidiary Guarantor, as more fully described in the following collateral documents, each dated as of January 30, 2026 (collectively, together with all other collateral documents from time to time delivered in connection with the Credit Agreement, the "Collateral Documents"): (a) the P
6. Guarantee
6. Guarantee Payment of this Note is unconditionally and irrevocably guaranteed, jointly and severally, by each of the following Subsidiary Guarantors pursuant to the Guarantee Agreement, dated as of January 30, 2026 (as amended, restated, supplemented, or otherwise modified from time to time, the "Guarantee Agreement"), by and among the Subsidiary Guarantors and Prescott National Bank, N.A., as Administrative Agent:
7. Lender's Records Standard
⚑ Commercial term
7. Lender's Records The Lender is hereby authorized to record on its books and records, or on any schedule or grid attached to this Note, the date and amount of each Revolving Credit Loan made hereunder, each repayment or prepayment of principal hereof, the applicable interest rate, and the amount of each payment of interest received by the Lender with respect hereto; provided, however, that the failure of the Lender
8. Assignments Medium
⚑ Assignment / subcontracting
8. Assignments The Lender may assign its rights and obligations under this Note, in whole or in part, in accordance with Section 10.04 of the Credit Agreement. Each such assignment shall be effected pursuant to an Assignment and Assumption Agreement in the form attached as Exhibit A to the Credit Agreement, duly executed by the assigning Lender, the assignee, and, to the extent required under the Credit Agreement, ac
9. Waivers High
⚑ Non-compete / exclusivity restraint
9. Waivers The Borrower hereby waives presentment for payment, demand, protest, notice of protest, notice of dishonor, diligence in collection, and any and all other notices or demands in connection with the delivery, acceptance, performance, default, or enforcement of this Note, except as expressly required by the Credit Agreement. No failure or delay by the Lender or the Administrative Agent in exercising any right
10. Governing Law; Submission to Jurisdiction High
⚑ Non-compete / exclusivity restraint
10. Governing Law; Submission to Jurisdiction This Note shall be governed by, and construed and interpreted in accordance with, the laws of the State of New York without giving effect to any choice-of-law or conflict-of-law provision or rule that would cause the application of the laws of any jurisdiction other than the State of New York. The Borrower hereby irrevocably and unconditionally submits, for itself and its
11. Waiver of Jury Trial Medium
⚑ Forum / governing law
11. Waiver of Jury Trial EACH PARTY HERETO HEREBY IRREVOCABLY WAIVES, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, ANY RIGHT IT MAY HAVE TO A TRIAL BY JURY IN ANY LEGAL PROCEEDING DIRECTLY OR INDIRECTLY ARISING OUT OF OR RELATING TO THIS NOTE, THE CREDIT AGREEMENT, ANY OTHER LOAN DOCUMENT, OR THE TRANSACTIONS CONTEMPLATED HEREBY OR THEREBY (WHETHER BASED ON CONTRACT, TORT, OR ANY OTHER THEORY). EACH PARTY HERET
1. Reference to Credit Agreement Medium
⚑ Liability cap to check against exposure
1. Reference to Credit Agreement This Note is one of the "Notes" referred to in, and is entitled to the benefits of, that certain Senior Secured Revolving Credit Agreement, dated as of January 30, 2026 (as amended, restated, amended and restated, supplemented, refinanced, or otherwise modified from time to time, the "Credit Agreement"), among the Borrower, the Subsidiary Guarantors party thereto, the Lenders party th
2. Interest Rate Standard
⚑ Commercial term
2. Interest Rate Interest on the unpaid principal balance of each Revolving Credit Loan evidenced hereby shall accrue at the rate per annum equal to Adjusted Term SOFR plus three hundred fifty basis points (3.50%) per annum, subject to a SOFR floor of zero percent (0.00%), as more fully set forth in Section 2.08 of the Credit Agreement. Interest shall be computed on the basis of a 360-day year for the actual number o
3. Repayment and Maturity Standard
⚑ Commercial term
3. Repayment and Maturity The principal of each Revolving Credit Loan evidenced hereby shall be due and payable on the dates and in the amounts specified in the Credit Agreement. The entire unpaid principal balance of this Note, together with all accrued and unpaid interest thereon and all other amounts payable under the Credit Agreement in respect of the Revolving Credit Loans evidenced hereby, shall be due and paya
4. Acceleration Medium
⚑ Notice / time limit to track
4. Acceleration Upon the occurrence of any Event of Default under the Credit Agreement, the Administrative Agent may, and at the direction of the Required Lenders shall, declare the entire unpaid principal balance of this Note, together with all accrued and unpaid interest hereon and all other obligations, costs, expenses, and amounts payable to the Lender under this Note, the Credit Agreement, and the other Loan Doc
5. Security
5. Security This Note is secured by a first-priority perfected security interest in substantially all assets of the Borrower and each Subsidiary Guarantor, as more fully described in the following collateral documents, each dated as of January 30, 2026 (collectively, together with all other collateral documents from time to time delivered in connection with the Credit Agreement, the "Collateral Documents"): (a) the P
6. Guarantee
6. Guarantee Payment of this Note is unconditionally and irrevocably guaranteed, jointly and severally, by each of the following Subsidiary Guarantors pursuant to the Guarantee Agreement, dated as of January 30, 2026 (as amended, restated, supplemented, or otherwise modified from time to time, the "Guarantee Agreement"), by and among the Subsidiary Guarantors and Prescott National Bank, N.A., as Administrative Agent:
7. Lender's Records Standard
⚑ Commercial term
7. Lender's Records The Lender is hereby authorized to record on its books and records, or on any schedule or grid attached to this Note, the date and amount of each Revolving Credit Loan made hereunder, each repayment or prepayment of principal hereof, the applicable interest rate, and the amount of each payment of interest received by the Lender with respect hereto; provided, however, that the failure of the Lender
8. Assignments Medium
⚑ Assignment / subcontracting
8. Assignments The Lender may assign its rights and obligations under this Note, in whole or in part, in accordance with Section 10.04 of the Credit Agreement. Each such assignment shall be effected pursuant to an Assignment and Assumption Agreement in the form attached as Exhibit A to the Credit Agreement, duly executed by the assigning Lender, the assignee, and, to the extent required under the Credit Agreement, ac
9. Waivers High
⚑ Non-compete / exclusivity restraint
9. Waivers The Borrower hereby waives presentment for payment, demand, protest, notice of protest, notice of dishonor, diligence in collection, and any and all other notices or demands in connection with the delivery, acceptance, performance, default, or enforcement of this Note, except as expressly required by the Credit Agreement. No failure or delay by the Lender or the Administrative Agent in exercising any right
10. Governing Law; Submission to Jurisdiction High
⚑ Non-compete / exclusivity restraint
10. Governing Law; Submission to Jurisdiction This Note shall be governed by, and construed and interpreted in accordance with, the laws of the State of New York without giving effect to any choice-of-law or conflict-of-law provision or rule that would cause the application of the laws of any jurisdiction other than the State of New York. The Borrower hereby irrevocably and unconditionally submits, for itself and its
11. Waiver of Jury Trial Medium
⚑ Forum / governing law
11. Waiver of Jury Trial EACH PARTY HERETO HEREBY IRREVOCABLY WAIVES, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, ANY RIGHT IT MAY HAVE TO A TRIAL BY JURY IN ANY LEGAL PROCEEDING DIRECTLY OR INDIRECTLY ARISING OUT OF OR RELATING TO THIS NOTE, THE CREDIT AGREEMENT, ANY OTHER LOAN DOCUMENT, OR THE TRANSACTIONS CONTEMPLATED HEREBY OR THEREBY (WHETHER BASED ON CONTRACT, TORT, OR ANY OTHER THEORY). EACH PARTY HERET
1. Reference to Credit Agreement Medium
⚑ Liability cap to check against exposure
1. Reference to Credit Agreement This Note is one of the "Notes" referred to in, and is entitled to the benefits of, that certain Senior Secured Revolving Credit Agreement, dated as of January 30, 2026 (as amended, restated, amended and restated, supplemented, refinanced, or otherwise modified from time to time, the "Credit Agreement"), among the Borrower, the Subsidiary Guarantors party thereto, the Lenders party th
2. Interest Rate Standard
⚑ Commercial term
2. Interest Rate Interest on the unpaid principal balance of each Revolving Credit Loan evidenced hereby shall accrue at the rate per annum equal to Adjusted Term SOFR plus three hundred fifty basis points (3.50%) per annum, subject to a SOFR floor of zero percent (0.00%), as more fully set forth in Section 2.08 of the Credit Agreement. Interest shall be computed on the basis of a 360-day year for the actual number o
3. Repayment and Maturity Standard
⚑ Commercial term
3. Repayment and Maturity The principal of each Revolving Credit Loan evidenced hereby shall be due and payable on the dates and in the amounts specified in the Credit Agreement. The entire unpaid principal balance of this Note, together with all accrued and unpaid interest thereon and all other amounts payable under the Credit Agreement in respect of the Revolving Credit Loans evidenced hereby, shall be due and paya
4. Acceleration Medium
⚑ Notice / time limit to track
4. Acceleration Upon the occurrence of any Event of Default under the Credit Agreement, the Administrative Agent may, and at the direction of the Required Lenders shall, declare the entire unpaid principal balance of this Note, together with all accrued and unpaid interest hereon and all other obligations, costs, expenses, and amounts payable to the Lender under this Note, the Credit Agreement, and the other Loan Doc
5. Security
5. Security This Note is secured by a first-priority perfected security interest in substantially all assets of the Borrower and each Subsidiary Guarantor, as more fully described in the following collateral documents, each dated as of January 30, 2026 (collectively, together with all other collateral documents from time to time delivered in connection with the Credit Agreement, the "Collateral Documents"): (a) the P
6. Guarantee
6. Guarantee Payment of this Note is unconditionally and irrevocably guaranteed, jointly and severally, by each of the following Subsidiary Guarantors pursuant to the Guarantee Agreement, dated as of January 30, 2026 (as amended, restated, supplemented, or otherwise modified from time to time, the "Guarantee Agreement"), by and among the Subsidiary Guarantors and Prescott National Bank, N.A., as Administrative Agent:
7. Lender's Records Standard
⚑ Commercial term
7. Lender's Records The Lender is hereby authorized to record on its books and records, or on any schedule or grid attached to this Note, the date and amount of each Revolving Credit Loan made hereunder, each repayment or prepayment of principal hereof, the applicable interest rate, and the amount of each payment of interest received by the Lender with respect hereto; provided, however, that the failure of the Lender
8. Assignments Medium
⚑ Assignment / subcontracting
8. Assignments The Lender may assign its rights and obligations under this Note, in whole or in part, in accordance with Section 10.04 of the Credit Agreement. Each such assignment shall be effected pursuant to an Assignment and Assumption Agreement in the form attached as Exhibit A to the Credit Agreement, duly executed by the assigning Lender, the assignee, and, to the extent required under the Credit Agreement, ac
9. Waivers High
⚑ Non-compete / exclusivity restraint
9. Waivers The Borrower hereby waives presentment for payment, demand, protest, notice of protest, notice of dishonor, diligence in collection, and any and all other notices or demands in connection with the delivery, acceptance, performance, default, or enforcement of this Note, except as expressly required by the Credit Agreement. No failure or delay by the Lender or the Administrative Agent in exercising any right
10. Governing Law; Submission to Jurisdiction High
⚑ Non-compete / exclusivity restraint
10. Governing Law; Submission to Jurisdiction This Note shall be governed by, and construed and interpreted in accordance with, the laws of the State of New York without giving effect to any choice-of-law or conflict-of-law provision or rule that would cause the application of the laws of any jurisdiction other than the State of New York. The Borrower hereby irrevocably and unconditionally submits, for itself and its