Contract analysis

Section 1. Promise to Pay FOR VALUE RECEIVED, the undersigned (the "Borrower") hereby unconditionally promises to pay to the order of [Insert full legal name of Lender] (the "Lender"), in lawful money of the United States of America, the principal sum of [Insert Dollar Amount in Words] DOLLARS ($[Insert Numerical Amount]), or, if less, the aggregate unpaid principal amount of all Term Loans made by the Lender to the

Section 2. Interest The Borrower further promises to pay interest on the unpaid principal amount of each Term Loan evidenced hereby, from the date of such Term Loan until the principal amount thereof shall be paid in full, at the rates per annum and on the Interest Payment Dates determined in accordance with the provisions of the Credit Agreement. [Instructional Note: Interest accrues at Adjusted Term SOFR plus the A

Section 3. Payments (a) Manner of Payment. All payments of principal of and interest on this Note shall be made in lawful money of the United States of America in immediately available funds, without setoff, counterclaim, deduction, or withholding of any kind (except as required by applicable law), and shall be made to the Administrative Agent for the account of the Lender at the account designated by the Administrat

Section 4. Records of Loans and Payments (a) Lender's Records. The Lender is hereby authorized to record on the schedule annexed hereto (or, if such schedule is not annexed, in the Lender's own internal books and records) (i) the date and amount of each Term Loan made by the Lender to the Borrower hereunder, (ii) the date and amount of each payment or prepayment of principal received by the Lender, and (iii) the appl

Section 5. Credit Agreement Governs (a) Benefits of Credit Agreement. This Note is issued pursuant to, and is entitled to all of the benefits and protections of, the Credit Agreement. Reference is hereby made to the Credit Agreement for a statement of the rights and obligations of the Lender and the Borrower in respect of this Note, which rights and obligations are hereby incorporated herein by this reference. (b) Ac

Section 6. Transferability; Assignment (a) Restrictions on Transfer. This Note may not be transferred, assigned, negotiated, pledged, hypothecated, or otherwise disposed of by the Lender except in accordance with the terms and conditions governing assignments set forth in the Credit Agreement. [Instructional Note: Assignments of Term Loans are governed by Section [__] of the Credit Agreement and require the use of th

Section 7. Governing Law THIS NOTE AND ANY CLAIM, CONTROVERSY, DISPUTE, OR CAUSE OF ACTION (WHETHER IN CONTRACT, TORT, OR OTHERWISE) BASED UPON, ARISING OUT OF, OR RELATING TO THIS NOTE AND THE TRANSACTIONS CONTEMPLATED HEREBY SHALL BE GOVERNED BY, AND CONSTRUED AND INTERPRETED IN ACCORDANCE WITH, THE LAW OF THE STATE OF [INSERT GOVERNING LAW STATE], WITHOUT REGARD TO CONFLICTS OF LAW PRINCIPLES THEREOF THAT WOULD RE

Section 8. Jurisdiction; Waiver of Jury Trial (a) Submission to Jurisdiction. The Borrower hereby irrevocably and unconditionally submits, for itself and its property, to the exclusive jurisdiction of the courts specified in the Credit Agreement in any action, proceeding, or counterclaim (whether based on contract, tort, or otherwise) arising out of or relating to this Note, and each of the parties hereto agrees that

Section 9. Waiver of Presentment, Demand, and Notice The Borrower hereby expressly and unconditionally waives, to the fullest extent permitted by applicable law: (a) presentment for payment, demand of payment, and protest of this Note; (b) notice of presentment, dishonor, nonpayment, and protest of this Note; (c) notice of intention to accelerate the maturity of this Note and notice of such acceleration; (d) all othe

Section 10. Amendments (a) Written Amendment Required. No amendment, modification, supplement, termination, consent, or waiver of any provision of this Note, and no consent to any departure by the Borrower from any provision hereof, shall be effective unless the same shall be in writing and signed by the Borrower and the Lender (or, in the case of a waiver, signed by the Lender), and then such amendment, modification