Common use of Promissory Notes Clause in Contracts

Promissory Notes. (a) The Borrower’s obligation to pay the principal of, and interest on, the Loans of any Class under a Tranche made by each Lender shall be evidenced in the Term Loan Register maintained by the Administrative Agent pursuant to Section 12.15(a) or the RCF Register maintained by the Revolving Agent pursuant to Section 12.15(b), as applicable, and shall, if requested by such Lender, also be evidenced by a promissory note duly executed and promptly delivered by the Borrower substantially in the form of Exhibit G-1 (each, a “Term Note” and, collectively, the “Term Notes”), Exhibit G-3 (each, a “Revolving Note” and, collectively, the “Revolving Notes”) or Exhibit G-4 (each, a “Swing Line Note” and, collectively, the “Swing Line Notes”), as the case may be. (b) Each Lender will note on its internal records the amount of each Loan of any Class under a Tranche made by it and each payment in respect thereof and prior to any transfer of any of its Notes with respect to such Loans will endorse on the reverse side thereof the outstanding principal amount of such Loans evidenced thereby. Failure to make any such notation or any error in such notation shall not affect the Borrower’s obligations in respect of such Loans. (c) Notwithstanding anything to the contrary contained above in this Section 2.06 or elsewhere in this Agreement, Notes shall only be delivered to Lenders which at any time specifically request the delivery of such Notes. No failure of any Lender to request or obtain a Note evidencing its Loans under a Tranche to the Borrower shall affect or in any manner impair the obligations of the Borrower to pay the Loans under such Tranche (and all related Obligations) incurred by the Borrower which would otherwise be evidenced thereby in accordance with the requirements of this Agreement, and shall not in any way affect the security or guarantees therefor provided pursuant to the various Loan Documents. Any Lender which does not have a Note evidencing its outstanding Loans shall in no event be required to make the notations otherwise described in preceding clause (b). At any time when any Lender requests the delivery of a Note to evidence any of its Loans under a Tranche, the Borrower shall promptly execute and deliver to the respective Lender the requested Note in the appropriate amount or amounts to evidence such Loans.

Promissory Notes. (a) The Borrower’s obligation to pay the principal of, and interest on, the Loans of any Class under a Tranche made by each Lender shall be evidenced in the Term Loan Register maintained by the Administrative Agent pursuant to Section 12.15(a) or the RCF Register maintained by the Revolving Agent pursuant to Section 12.15(b), as applicable, 12.14 and shall, if requested by such Lender, also be evidenced by a promissory note duly executed and promptly delivered by the Borrower substantially in the form of Exhibit G-1 F (each, a “Term Note” and, collectively, the “Term Notes”), Exhibit G-3 (each, a “Revolving Note” and, collectively, the “Revolving Notes”) or Exhibit G-4 (each, a “Swing Line Note” and, collectively, the “Swing Line Notes”), as the case may be. (b) Each Lender will note on its internal records the amount of each Loan of any Class under a Tranche made by it and each payment in respect thereof and prior to any transfer of any of its Notes with respect to such Loans will endorse on the reverse side thereof the outstanding principal amount of such Loans evidenced thereby. Failure to make any such notation or any error in such notation shall not affect the Borrower’s obligations in respect of such Loans. In the event of any conflict between the accounts and records maintained by any Lender and the accounts and records of the Administrative Agent in respect of such matters, the accounts and records of the Administrative Agent shall control. (c) Notwithstanding anything to the contrary contained above in this Section 2.06 2.05 or elsewhere in this Agreement, Notes shall only be delivered to Lenders which at any time specifically request the delivery of such Notes. No failure of any Lender to request or obtain a Note evidencing its Loans under a Tranche to the Borrower shall affect or in any manner impair the obligations of the Borrower to pay the such Loans under such Tranche (and all related Obligations) Obligations incurred by the Borrower which that would otherwise be evidenced thereby in accordance with the requirements of this Agreement, and shall not in any way affect the security or guarantees therefor provided pursuant to the various Loan Documents. Any Lender which that does not have a Note evidencing its outstanding Loans shall in no event be required to make the notations otherwise described in preceding clause (b). At any time when any Lender requests the delivery of a Note to evidence any of its Loans under a TrancheLoans, the Borrower shall promptly execute and deliver to the respective Lender the requested Note in the appropriate amount or amounts to evidence such Loans.

Promissory Notes. Borrowers agree that: (a) The Borrower’s obligation to pay the principal of, and interest on, the Loans upon written notice by or on behalf of any Class under Lender to Borrowers that a Tranche made by each Lender shall be evidenced in the Term Loan Register maintained by the Administrative Agent pursuant to Section 12.15(a) promissory note or the RCF Register maintained by the Revolving Agent pursuant to Section 12.15(b), as applicable, and shall, if other evidence of indebtedness is requested by such Lender to evidence the Loans and other Obligations owing or payable to, or to be made by, such Lender, also be evidenced by a Borrowers shall promptly (and in any event within three (3) Business Days of any such request) execute and deliver to such Lender an appropriate promissory note duly executed and promptly delivered by the Borrower note, in substantially in the form of attached hereto as Exhibit G-1 G (each, a “Term Note” and, collectively, the “Term NotesPromissory Note”), Exhibit G-3 (each, a “Revolving Note” and, collectively, the “Revolving Notes”) or Exhibit G-4 (each, a “Swing Line Note” and, collectively, the “Swing Line Notes”), as the case may be. and (b) Each Lender will note on its internal records the amount of each Loan upon any Lender’s written request, and in any event within three (3) Business Days of any Class under a Tranche made by it such request, the Borrowers shall execute and each payment in respect thereof and prior to any transfer of any of its Notes with respect deliver to such Loans will endorse on Lender new Promissory Notes and/or divide the reverse side thereof Promissory Notes in exchange for then existing Promissory Notes in such smaller amounts or denominations as such Lender shall specify in its sole and absolute discretion; provided, that the outstanding aggregate principal amount of such new Promissory Notes shall not exceed the aggregate principal amount of the applicable Loans evidenced therebymade by such Lender; provided, further, that such Promissory Notes that are to be replaced shall then be deemed no longer outstanding hereunder and replaced by such new Promissory Notes and returned to the Borrowers within a reasonable period of time after such ▇▇▇▇▇▇’s receipt of the replacement Promissory Notes. Failure to make Regardless of whether or not any such notation or any error in such notation Promissory Notes are issued, this Agreement shall not affect the Borrower’s obligations in respect of such Loans. (c) Notwithstanding anything to the contrary contained above in this Section 2.06 or elsewhere in this Agreement, Notes shall only be delivered to Lenders which at any time specifically request the delivery of such Notes. No failure of any Lender to request or obtain a Note evidencing its Loans under a Tranche to the Borrower shall affect or in any manner impair the obligations of the Borrower to pay evidence the Loans under and other Obligations owing or payable by Borrowers to each Lender with such Tranche (and all related Obligations) incurred Obligations being secured by a security interest as granted for the Borrower which would otherwise be evidenced thereby in accordance with the requirements ratable benefit of this Agreement, and shall not in any way affect the security or guarantees therefor provided Secured Parties by each Loan Party pursuant to the various Loan Documents. Any Lender which does not have a Note evidencing its outstanding Loans shall in no event be required to make the notations otherwise described in preceding clause (b). At any time when any Lender requests the delivery of a Note to evidence any of its Loans under a Tranche, the Borrower shall promptly execute and deliver to the respective Lender the requested Note in the appropriate amount or amounts to evidence such Loansterms hereof.

Promissory Notes. (a) Each Lender shall maintain in accordance with its usual practice an account or accounts evidencing the indebtedness of the Borrower to such Lender resulting from each Advance owing to such Lender from time to time, including the amounts of principal and interest payable and paid to such Lender from time to time hereunder. The Borrower’s obligation Borrower agrees that upon notice by any Lender to pay the Borrower (with a copy of such notice to the Administrative Agent) to the effect that a promissory note or other evidence of indebtedness is required or appropriate in order for such Lender to evidence (whether for purposes of pledge, enforcement or otherwise) the Advances owing to, or to be made by, such Lender, the Borrower shall promptly execute and deliver to such Lender, with a copy to the Administrative Agent, a Tranche A Term Note, a Delayed Draw Advance Note, a Working Capital Note and a LC Facility Advance Note, as applicable, in substantially the forms of Exhibits ▇-▇, ▇-▇, ▇-▇ and B-4, respectively, payable to such Lender in a principal ofamount equal to the Tranche A Advances, Delay Draw Commitments, the Working Capital Commitments, and interest onthe LC Facility Commitments respectively, the Loans of any Class under a Tranche made by each Lender shall be evidenced such Lender. All references to Notes in the Term Loan Documents shall mean Notes, if any, to the extent issued hereunder. (b) The Register maintained by the Administrative Agent pursuant to Section 12.15(a12.06(b) or the RCF Register maintained by the Revolving Agent pursuant to Section 12.15(b), as applicableshall include a control account, and shalla subsidiary account for each Lender, in which accounts (taken together) shall be recorded (i) the date and amount of each Borrowing made hereunder, the Type of Advances comprising such Borrowing and, if requested by such Lender, also be evidenced by a promissory note duly executed and promptly delivered by the Borrower substantially in the form of Exhibit G-1 (each, a “Term Note” and, collectivelyappropriate, the “Term Notes”)Interest Period applicable thereto, Exhibit G-3 (eachii) the terms of each Assignment and Acceptance delivered to and accepted by it, a “Revolving Note” and, collectively, the “Revolving Notes”(iii) or Exhibit G-4 (each, a “Swing Line Note” and, collectively, the “Swing Line Notes”), as the case may be. (b) Each Lender will note on its internal records the amount of any principal or interest due and payable or to become due and payable from the Borrower to each Loan Lender hereunder and (iv) the amount of any Class under a Tranche made sum received by it the Administrative Agent from the Borrower hereunder and each payment in respect thereof and prior to any transfer of any of its Notes with respect to such Loans will endorse on the reverse side thereof the outstanding principal amount of such Loans evidenced thereby. Failure to make any such notation or any error in such notation shall not affect the BorrowerLender’s obligations in respect of such Loansshare thereof. (c) Notwithstanding anything Entries made in good faith by the Administrative Agent in the Register pursuant to subsection (b) above shall be conclusive evidence of the contrary contained above in this Section 2.06 amount of principal and interest due and payable or elsewhere in to become due and payable from the Borrower, under this Agreement, Notes shall only be delivered to Lenders which at any time specifically request absent manifest error; provided, however, that the delivery of such Notes. No failure of the Administrative Agent to make an entry, or any Lender to request finding that an entry is incorrect, which, in either case, shall be promptly corrected, in the Register shall not limit or obtain a Note evidencing its Loans under a Tranche to the Borrower shall otherwise affect or in any manner impair the obligations of the Borrower to pay the Loans under such Tranche (and all related Obligations) incurred by the Borrower which would otherwise be evidenced thereby in accordance with the requirements of this Agreement, and shall not in any way affect the security or guarantees therefor provided pursuant to the various Loan Documents. Any Lender which does not have a Note evidencing its outstanding Loans shall in no event be required to make the notations otherwise described in preceding clause (b). At any time when any Lender requests the delivery of a Note to evidence any of its Loans under a Tranche, the Borrower shall promptly execute and deliver to the respective Lender the requested Note in the appropriate amount or amounts to evidence such Loans.

Promissory Notes. If requested by any Bank, or any Lender Group Agent on behalf of its respective Lender Group, (a) The Borrower’s the obligation of Borrower to repay the Construction Loans made by such Bank or such Lender Group and to pay interest thereon at the principal of, and interest on, the Loans of any Class under a Tranche made by each Lender rates provided herein shall be evidenced in the Term Loan Register maintained by the Administrative Agent pursuant to Section 12.15(a) or the RCF Register maintained by the Revolving Agent pursuant to Section 12.15(b), as applicable, and shall, if requested by such Lender, also be evidenced by a promissory note duly executed and promptly delivered by the Borrower substantially in the form of Exhibit G-1 B-1 hereto (each, a “Term "Construction Loan Note” and, collectively, the “Term Notes”"), Exhibit G-3 (eachpayable to the order of such requesting Bank or such requesting Lender Group Agent and in the principal amount of such Bank's and/or such Lender Group's Construction Loan Commitment, a “Revolving Note” and, collectively, the “Revolving Notes”) or Exhibit G-4 (each, a “Swing Line Note” and, collectively, the “Swing Line Notes”), as the case may be. (b) Each the obligation of Borrower to repay the Working Capital Loans and Project LC Loans made by such requesting Bank and to pay interest thereon at the rates provided herein shall be evidenced by a promissory note in the form of Exhibit B-2 hereto (a "Working Capital/Project LC Loan Note"), payable to the order of such requesting Bank and in the principal amount of such Bank's Working Capital/Project LC Commitment, and (c) the obligation of Borrower to repay the DSR LC Loans made by such requesting Bank and to pay interest thereon at the rates provided herein shall be evidenced by a promissory note in the form of Exhibit B-3 hereto (a "DSR LC Loan Note"), payable to the order of such requesting Bank and in the principal amount of such Bank's DSR LC Commitment. Borrower authorizes each such requesting Bank and each such requesting Lender will note Group Agent to record on the schedules annexed to its internal records respective Note or Notes the date and amount of each Loan made by such Bank or by the Lender Group of such Lender Group Agent, and each repayment or prepayment of principal thereunder, and agrees that all such notations shall constitute prima facie evidence of the matters noted; provided that in the event of any Class under a Tranche made by it inconsistency between the Register and each payment any Bank's or Lender Group Agent's records, the recordations in respect thereof the Register shall govern; and prior provided, further that neither the failure to issue any transfer of any of its Notes with respect to such Loans will endorse on the reverse side thereof the outstanding principal amount of such Loans evidenced thereby. Failure Note or to make any such notation or notation, nor any error in such notation notation, shall not affect the validity of Borrower’s 's obligations in respect to repay the full unpaid principal amount of such Loans. (c) Notwithstanding anything to the contrary contained above in this Section 2.06 Loans or elsewhere in this Agreement, Notes shall only be delivered to Lenders which at any time specifically request the delivery other obligations of such Borrower hereunder or under the Notes. No failure of any Borrower further authorizes each Bank and each Lender to request or obtain a Note evidencing its Loans under a Tranche to the Borrower shall affect or in any manner impair the obligations of the Borrower to pay the Loans under such Tranche (and all related Obligations) incurred by the Borrower Group Agent which would otherwise be evidenced thereby in accordance with the requirements of this Agreement, and shall not in any way affect the security or guarantees therefor provided pursuant to the various Loan Documents. Any Lender which does not have a Note evidencing its outstanding Loans shall in no event be required to make the notations otherwise described in preceding clause (b). At any time when any Lender requests the delivery of receives a Note to evidence any attach to and make a part of its Loans under a Tranche, such Note continuations of the Borrower shall promptly execute and deliver to the respective Lender the requested Note in the appropriate amount or amounts to evidence such Loansschedule attached thereto as necessary.

Promissory Notes. (a) The Borrower’s obligation to pay the principal of, and interest on, the Loans of any Class under a Tranche made by each Lender Bank to each Borrower shall be evidenced in the Term Loan Register maintained by the Administrative Agent pursuant to Section 12.15(a) or the RCF Register maintained by the Revolving Agent pursuant to Section 12.15(b), as applicable, and shall, if requested by such Lender, also be evidenced by a promissory note Promissory Note duly executed and promptly delivered by on behalf of such Borrower, dated the Borrower Closing Date, in substantially in the form attached hereto as Exhibit A, payable to the order of Exhibit G-1 (each, such Bank in a “Term Note” and, collectively, the “Term Notes”), Exhibit G-3 (each, a “Revolving Note” and, collectively, the “Revolving Notes”) or Exhibit G-4 (each, a “Swing Line Note” and, collectively, the “Swing Line Notes”)principal amount equal to its Commitment. The outstanding principal balance of each Loan, as evidenced by such Promissory Note, shall be payable on the case may beMaturity Date. Each Promissory Note shall bear interest from the date of the first borrowing hereunder on the outstanding principal balance thereof, as provided in Section 2.5. (b) Each Lender will note Bank shall maintain in accordance with its usual practice an account or accounts evidencing the indebtedness to such Bank resulting from each Loan made by such Bank from time to time, including the amounts of principal and interest payable and paid to such Bank from time to time under this Agreement. Each Bank shall, and is hereby authorized by each Borrower to, endorse on its the schedule attached to the Promissory Note delivered by such Borrower to such Bank (or on a continuation of such schedule attached to such Promissory Note and made a part thereof), or otherwise record in such Bank's internal records records, an appropriate notation evidencing the date and amount of each Loan from such Bank to such Borrower, as well as the date and amount of each payment and prepayment with respect thereto; provided, however, that the failure of any Class under a Tranche made by it and each payment in respect thereof and prior to any transfer of any of its Notes with respect to such Loans will endorse on the reverse side thereof the outstanding principal amount of such Loans evidenced thereby. Failure Bank to make any such a notation or any error in such a notation shall not affect the Borrower’s obligations in respect obligation of such LoansBorrower to repay the Loans made by such Bank in accordance with the terms of this Agreement and such Promissory Note. (c) Notwithstanding anything The Administrative Agent shall maintain accounts for (i) the type of each Loan made and the Interest Period applicable thereto, (ii) the amount of any principal or interest due and payable or to become due and payable from the contrary contained above applicable Borrower to each Bank hereunder and (iii) the amount of any sum received by the Administrative Agent hereunder from such Borrower and each Bank's share thereof. (d) The entries made in the accounts maintained pursuant to paragraphs (b) and (c) of this Section 2.06 or elsewhere in this Agreement2.4 shall be prima facie evidence of the existence and amounts of the obligations therein recorded; provided, Notes shall only be delivered to Lenders which at any time specifically request however, that the delivery of such Notes. No failure of any Lender Bank or the Administrative Agent to request maintain such accounts or obtain a Note evidencing its Loans under a Tranche to the Borrower any error therein shall affect or not in any manner impair affect the obligations of the Borrower Borrowers to pay repay the Loans under such Tranche (and all related Obligations) incurred by the Borrower which would otherwise be evidenced thereby in accordance with the requirements of this Agreement, and shall not in any way affect the security or guarantees therefor provided pursuant to the various Loan Documents. Any Lender which does not have a Note evidencing its outstanding Loans shall in no event be required to make the notations otherwise described in preceding clause (b). At any time when any Lender requests the delivery of a Note to evidence any of its Loans under a Tranche, the Borrower shall promptly execute and deliver to the respective Lender the requested Note in the appropriate amount or amounts to evidence such Loanstheir terms.

Promissory Notes. (a) The Borrower’s obligation Credit Facility to pay be granted under the principal of, and interest on, the Loans of any Class under a Tranche made by each Lender Credit Facility Agreement shall be evidenced by one or more Promissory Notes and the relevant extension sheets thereof, subscribed by the Debtor to the order of the Creditor. /One.Two/ Collateral Agent. /a/ According to the provisions set forth in section Thirteen of the Credit Facility Agreement, the Creditor granted an irrevocable power of attorney to Banco Itaú Chile in compliance with the terms set forth in section 18 of Law No. 20.180, authorizing it to act as Collateral Agent and to represent it in the Term Loan Register maintained creation, modification, or extinguishment of the Collateral and to exercise the rights arising from the Collateral with express powers to self-contract. /b/ The Collateral Agent is fully empowered to execute and subscribe any public and private documents that may be required, and to accept any encumbrances or liens that may be levied in favor of the Collateral Agent, acting for the benefit of the Creditor, and also to agree in such documents to all those terms that are its essence, nature or merely accidental, that it may deem advisable for the due implementation of such collateral; the Collateral Agent shall also be empowered to take any steps and proceedings that may be required or necessary for the implementation thereof as well as to require and sign all registration, sub registrations, annotations and cancellations that may be relevant and wherever appropriate. /One.Three/ Definitions. Capitalized terms used but not expressly defined herein shall have the meanings ascribed to them in the Credit Facility Agreement. SECTION TWO: FORM OF SURETY BOND AND JOINT AND SEVERAL CO-INDEBTEDNESS /One/ Surety Bond. CorpBanking duly represented as stated in the recitals hereof and, subject to the condition hereinafter set forth, hereby becomes a surety and co-debtor jointly and severally liable under the terms provided for in title XXXVI of Book IV of the Civil Code, hereinafter referred to as the “Conditional Surety Bond”, in order to secure the faithful, full and timely fulfillment of all the Debtor’s present or future obligations assumed or to be assumed by the Administrative Agent Debtor to the Creditor and its future assigns and/or legal successors derived from the Credit Facility Agreement, the Promissory Notes and the other Credit Documents, including any agreed and penalty interest thereon, adjustments, judicial or extrajudicial costs and expenses, fees and any other amount owed or to be owed to the Creditor, and all obligations derived from the acts and agreements indicated above, whether such obligations are of the essence or of the nature of such acts or agreements, including also any extensions, renewals, reschedules, modifications, amendments, changes in interest rates, substitutions of collateral, capitalizations of interest, any changes or variations in the time, manner and method of paying the obligations agreed upon between the Debtor and Creditor or its assigns, without limitation, as well as the loans and documents substituting or replacing all or part of the secured obligations, either through novation, rescheduling or otherwise or for any other reason, hereinafter referred to as the “Secured Obligations”. The Surety hereby accepts all extensions of time, renewals and other modifications that the Creditor may agree with the Debtor, and total or partial assignments of the Credit that may be made by the Creditor pursuant to the provisions of Section 12.15(a) Sixteen of the Credit Facility Agreement. The obligations of CorpBanking by virtue of this instrument, shall be considered indivisible. Moreover, the Surety, duly represented as stated in the recitals hereof, hereby accepts and agrees for the benefit of the Creditor, represented by the Collateral Agent that given that the condition noted below has been complied with, and in the event that any of the Events of Default established in the Credit Facility Agreement has occurred and remains uncured after the expiration of any cure periods provided for therein or after the expiration or enforceability of any of the Secured Obligations occurred, ▇▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇▇ shall be bound to immediately, early and irrevocably pay as if they were in arrears, all Secured Obligations as consequently the , Conditional Surety Bond. CorpBanking, duly represented as stated in the recitals hereof, hereby expressly waives with regard to the Conditional Surety Bond granted herein the benefits of discussion and withdrawal contemplated in sections 2357 and 2339 of the Civil Code. Moreover, the Surety hereby expressly agrees not to take any action or enforce any right against the secured Debtor until the latter has fully complied with the Secured Obligations, including but not limited to the action for reimbursement that may be brought by CorpBanking to recover all amounts paid by him on behalf of the Debtor, any action or remedy that may be enjoyed by him it has paid by Borrower, any action or right due to you for legal or contractual subrogation or the RCF Register maintained right to claim compensation for damages under the general rules. This surety bond also extends to all interest, including penalty interest, commissions and fees and any other ancillary obligations to the Secured Obligations, including but not limited to any obligations involving legal costs, expenses, taxes, finance charges, reimbursable expenses, disbursements and any other item, as well as any other obligation of the Debtor to the Creditor under Credit Facility Agreement, the Credit Facility, the Promissory Notes and the other Credit Documents, and it further ensures the extensions and renewals that may be agreed upon with regard to the obligations secured hereunder. Furthermore, it secures the reimbursement of all legal costs and collection expenses, whether judicial or extrajudicial, including reasonable attorneys’ fees, if any, that may be incurred as a result of any proceedings or demands for the collection or foreclosure of this pledge, as well as any other obligation undertaken by the Revolving Agent pursuant Debtor by means of any instrument that it may execute or accept in the future, in substitution or in lieu of those that Debtor could have been executed and delivered to Section 12.15(b)the Creditor or the Collateral Agent, as applicable, under the Credit Facility Agreement, the Credit Facility, the Promissory Notes and shallthe other Credit Documents, if requested as well as any other documents that may supplement them in the future. /Two/ Acceptance. The Collateral Agent, acting on behalf of the Creditor as indicated in the recitals hereof, accepts the Conditional Surety Bond granted by such LenderCorpBanking under this instrument, also be evidenced by a promissory note duly executed and promptly delivered agrees not to exercise or enforce the rights enjoyed by the Borrower substantially Collateral Agent under this Conditional Surety Bond but in compliance with the terms and conditions of this Agreement. Notwithstanding the foregoing, the Parties specifically agree that if Debtor has failed to fully comply with the Secured Obligations on the maturity date thereof, and provided always that the condition stated in the form of Exhibit G-1 (each, a “Term Note” and, collectivelyfollowing Section has been verified, the “Term Notes”), Exhibit G-3 (each, a “Revolving Note” and, collectively, Creditor may exercise all the “Revolving Notes”) or Exhibit G-4 (each, a “Swing Line Note” and, collectively, the “Swing Line Notes”), as the case may be. (b) Each Lender will note on its internal records the amount of each Loan of any Class under a Tranche made rights enjoyed by it and each payment in respect thereof and prior under the Conditional Surety Bond with regard to any transfer of any of its Notes with respect those Secured Obligations not met, without having to such Loans will endorse on prove to the reverse side thereof the outstanding principal amount of such Loans evidenced thereby. Failure to make any such notation Surety, or any error in other individual, that such notation shall not affect the Borrower’s obligations in respect of such Loans. (c) Notwithstanding anything to the contrary contained above in this Section 2.06 or elsewhere in this Agreement, Notes shall only be delivered to Lenders which at any time specifically request the delivery of such Notes. No failure of any Lender to request or obtain a Note evidencing its Loans under a Tranche to the Borrower shall affect or in any manner impair the obligations of the Borrower to pay the Loans under such Tranche (and all related Obligations) incurred by the Borrower which would otherwise be evidenced thereby rights are being exercised in accordance with the requirements of this Agreement, and shall not in any way affect the security or guarantees therefor provided pursuant to the various Loan Documents. Any Lender which does not have a Note evidencing its outstanding Loans shall in no event be required to make the notations otherwise described in preceding clause (b). At any time when any Lender requests the delivery of a Note to evidence any of its Loans under a Tranche, the Borrower shall promptly execute and deliver to the respective Lender the requested Note provisions set forth in the appropriate amount or amounts to evidence such LoansCredit Facility.

Promissory Notes. (a) The Borrower’s obligation Each Lender shall maintain in accordance with its usual practice an account or accounts evidencing the indebtedness of the Borrower to pay such Lender resulting from each Advance owing to such Lender from time to time, including the amounts of principal of, and interest onpayable and paid to such Lender from time to time hereunder. The Borrower agrees that upon notice by any Lender to the Borrower (with a copy of such notice to the Administrative Agent) to the effect that a promissory note or other evidence of indebtedness is required or appropriate in order for such Lender to evidence (whether for purposes of pledge, enforcement or otherwise) the Advances owing to, or to be made by, such Lender, the Loans Borrower shall promptly execute and deliver to such Lender, with a copy to the Administrative Agent, a Term B Note and a Revolving Note, as applicable, payable to such Lender in a principal amount equal to the Term B Advances, the Working Capital Advances and the L/C Advances, respectively, of any Class under a Tranche made by each Lender shall be evidenced such ▇▇▇▇▇▇. All references to Notes in the Term Loan Documents shall mean Notes, if any, to the extent issued hereunder. (b) The Register maintained by the Administrative Agent pursuant to Section 12.15(a11.06(c) or the RCF Register maintained by the Revolving Agent pursuant to Section 12.15(b), as applicableshall include a control account, and shalla subsidiary account for each Lender, in which accounts (taken together) shall be recorded (i) the date and amount of each Borrowing made hereunder, the Type of Advances comprising such Borrowing and, if requested by such Lender, also be evidenced by a promissory note duly executed and promptly delivered by the Borrower substantially in the form of Exhibit G-1 (each, a “Term Note” and, collectivelyappropriate, the “Term Notes”)Interest Period applicable thereto, Exhibit G-3 (eachii) the terms of each Assignment and Assumption delivered to and accepted by it, a “Revolving Note” and, collectively, the “Revolving Notes”(iii) or Exhibit G-4 (each, a “Swing Line Note” and, collectively, the “Swing Line Notes”), as the case may be. (b) Each Lender will note on its internal records the amount of any principal or interest due and payable or to become due and payable from the Borrower to each Loan Lender hereunder and (iv) the amount of any Class under a Tranche made sum received by it the Administrative Agent from the Borrower hereunder and each payment in respect thereof and prior to any transfer of any of its Notes with respect to such Loans will endorse on the reverse side thereof the outstanding principal amount of such Loans evidenced thereby. Failure to make any such notation or any error in such notation shall not affect the Borrower▇▇▇▇▇▇’s obligations in respect of such Loansshare thereof. (c) Notwithstanding anything Entries made in good faith by the Administrative Agent in the Register pursuant to clause (b) above shall be conclusive evidence of the contrary contained above in this Section 2.06 amount of principal and interest due and payable or elsewhere in to become due and payable from the Borrower, under this Agreement, Notes shall only be delivered to Lenders which at any time specifically request absent manifest error; provided that the delivery of such Notes. No failure of the Administrative Agent to make an entry, or any Lender to request finding that an entry is incorrect, which, in either case, shall be promptly corrected, in the Register shall not limit or obtain a Note evidencing its Loans under a Tranche to the Borrower shall otherwise affect or in any manner impair the obligations of the Borrower to pay the Loans under such Tranche (and all related Obligations) incurred by the Borrower which would otherwise be evidenced thereby in accordance with the requirements of this Agreement, and shall not in any way affect the security or guarantees therefor provided pursuant to the various Loan Documents. Any Lender which does not have a Note evidencing its outstanding Loans shall in no event be required to make the notations otherwise described in preceding clause (b). At any time when any Lender requests the delivery of a Note to evidence any of its Loans under a Tranche, the Borrower shall promptly execute and deliver to the respective Lender the requested Note in the appropriate amount or amounts to evidence such Loans.

Promissory Notes. (a) The Borrower’s obligation of Co-Borrowers to repay the Loans made by a Lender and to pay interest thereon at the principal of, and interest on, the Loans of any Class under a Tranche made by each Lender shall be evidenced in the Term Loan Register maintained by the Administrative Agent pursuant to Section 12.15(a) or the RCF Register maintained by the Revolving Agent pursuant to Section 12.15(b), as applicable, and rates provided herein shall, if requested by upon the written request of such Lender, also be evidenced by a promissory note duly executed and promptly delivered by the Borrower substantially notes in the form of Exhibit G-1 B‑1 (eachindividually, a “Construction Note” and, collectively, the “Construction Notes”), Exhibit B-2 (individually, a “Term Note” and, collectively, the “Term Notes”)) and Exhibit B-3 (individually, Exhibit G-3 (each, a an “Revolving LC Note” and, collectively, the “Revolving Notes”) or Exhibit G-4 (each, a “Swing Line Note” and, collectively, the “Swing Line LC Notes”), as each payable to such requesting Lender or its registered assigns and in the case may be. (b) Each principal amount of such Lender’s Construction Loan Commitment, Term Loan Commitment or LC Commitment, respectively. Co-Borrowers authorize each such requesting Lender will note to record on its internal records the schedule annexed to such Lender’s Note or Notes, the date and amount of each Loan of any Class under a Tranche made by it such requesting Lender, and each payment or prepayment of principal thereunder and agrees that all such notations shall constitute prima facie evidence of the matters noted; provided that in respect thereof and prior to any transfer the event of any inconsistency between the records or books of its Notes with respect Administrative Agent or any LC Issuer, as applicable, and any Lender’s records or Notes, the records of Administrative Agent or such LC Issuer, as applicable, shall be conclusive and binding in the absence of manifest error. Co-Borrowers further authorize each such requesting Lender to such Loans will endorse on the reverse side thereof the outstanding principal amount attach to and make a part of such Loans evidenced therebyrequesting Lender’s Note or Notes continuations of the schedule attached thereto as necessary. Failure No failure to make any such notation or notations, nor any error errors in making any such notation notations, shall not affect the Borrower’s validity of Co-Borrowers’ obligations to repay the full unpaid principal amount of the Loans or the duties of Co-Borrowers hereunder or thereunder. Upon the payment in respect full in cash of the aggregate principal amount of, and all accrued and unpaid interest on, the Loans, or in the case of Construction Loans, upon Term Conversion, the Lenders holding such Loans. (c) Notwithstanding anything to the contrary contained above in this Section 2.06 or elsewhere in this Agreement, Notes shall only promptly ▇▇▇▇ the applicable Notes cancelled and return such cancelled Notes to Co-Borrowers. Term Notes (if any) shall be delivered to the applicable Term Lenders which at any time specifically request on the delivery of such Notes. No failure of any Lender to request or obtain a Note evidencing its Loans under a Tranche to the Borrower shall affect or in any manner impair the obligations of the Borrower to pay the Loans under such Tranche (and all related Obligations) incurred by the Borrower which would otherwise be evidenced thereby Term Conversion Date in accordance with the requirements of this Agreement, and shall not in any way affect the security or guarantees therefor provided pursuant to the various Loan Documents. Any Lender which does not have a Note evidencing its outstanding Loans shall in no event be required to make the notations otherwise described in preceding clause (b). At any time when any Lender requests the delivery of a Note to evidence any of its Loans under a Tranche, the Borrower shall promptly execute and deliver to the respective Lender the requested Note in the appropriate amount or amounts to evidence such LoansSection 3.3.8.

Promissory Notes. (a) The Borrower’s obligation Each Lender shall maintain in accordance with its usual practice an account or accounts evidencing the indebtedness of the Borrower to pay such Lender resulting from each Term Advance owing to such Lender from time to time, including the amounts of principal of, and interest onpayable and paid to such Lender from time to time hereunder. The Borrower agrees that upon notice by any Lender to the Borrower (with a copy of such notice to the Administrative Agent) to the effect that a promissory note or other evidence of indebtedness is required or appropriate in order for such Lender to evidence (whether for purposes of pledge, enforcement or otherwise) the Term Advances owing to, or to be made by, such Lender, the Loans Borrower shall promptly execute and deliver to such Lender, with a copy to the Administrative Agent, a Term B Note, in substantially the form of any Class under Exhibit B, payable to such Lender or its registered assigns in a Tranche made by each Lender shall be evidenced principal amount equal to the Term Advances of such Lender. All references to Term B Notes in the Loan Documents shall mean Term Loan B Notes, if any, to the extent issued hereunder. (b) The Register maintained by the Administrative Agent pursuant to Section 12.15(a10.06(b) or the RCF Register maintained by the Revolving Agent pursuant to Section 12.15(b), as applicableshall include a control account, and shalla subsidiary account for each Lender, in which accounts (taken together) shall be recorded (i) the date and amount of each Borrowing made hereunder, the Type of Term B Advances comprising such Borrowing and, if requested by such Lender, also be evidenced by a promissory note duly executed and promptly delivered by the Borrower substantially in the form of Exhibit G-1 (each, a “Term Note” and, collectivelyappropriate, the “Term Notes”)Interest Period applicable thereto, Exhibit G-3 (eachii) the terms of each Assignment and Assumption delivered to and accepted by it, a “Revolving Note” and, collectively, the “Revolving Notes”(iii) or Exhibit G-4 (each, a “Swing Line Note” and, collectively, the “Swing Line Notes”), as the case may be. (b) Each Lender will note on its internal records the amount of any principal or interest due and payable or to become due and payable from the Borrower to each Loan Lender hereunder and (iv) the amount of any Class under a Tranche made sum received by it the Administrative Agent from the Borrower hereunder and each payment in respect thereof and prior to any transfer of any of its Notes with respect to such Loans will endorse on the reverse side thereof the outstanding principal amount of such Loans evidenced thereby. Failure to make any such notation or any error in such notation shall not affect the Borrower▇▇▇▇▇▇’s obligations in respect of such Loansshare thereof. (c) Notwithstanding anything Entries made in good faith by the Administrative Agent in the Register pursuant to clause (b) above shall be prima facie evidence of the contrary contained above in this Section 2.06 amount of principal and interest due and payable or elsewhere in to become due and payable from the Borrower, under this Agreement, Notes shall only be delivered to Lenders which at any time specifically request absent manifest error; provided, that the delivery of such Notes. No failure of the Administrative Agent to make an entry, or any Lender to request finding that an entry is incorrect, which, in either case, shall be promptly corrected, in the Register shall not limit or obtain a Note evidencing its Loans under a Tranche to the Borrower shall otherwise affect or in any manner impair the obligations of the Borrower to pay the Loans under such Tranche (and all related Obligations) incurred by the Borrower which would otherwise be evidenced thereby in accordance with the requirements of this Agreement, and shall not in any way affect the security or guarantees therefor provided pursuant to the various Loan Documents. Any Lender which does not have a Note evidencing its outstanding Loans shall in no event be required to make the notations otherwise described in preceding clause (b). At any time when any Lender requests the delivery of a Note to evidence any of its Loans under a Tranche, the Borrower shall promptly execute and deliver to the respective Lender the requested Note in the appropriate amount or amounts to evidence such Loans.

Promissory Notes. (a) The Borrower’s obligation Indebtedness of the Borrower to pay the principal of, and interest on, the Loans of any Class each ---------------- Lender under a Tranche made by each Lender shall be evidenced in the Term Loan Register maintained by the Administrative Agent pursuant to Section 12.15(a) or the RCF Register maintained by the Revolving Agent pursuant to Section 12.15(b), as applicable, and shall, if requested by such Lender, also Credit Loan will be evidenced by a promissory note duly Revolving Credit Note executed and promptly delivered by the Borrower substantially in the form of Exhibit G-1 (each, a “Term Note” and, collectively, the “Term Notes”), Exhibit G-3 (each, a “Revolving Note” and, collectively, the “Revolving Notes”) or Exhibit G-4 (each, a “Swing Line Note” and, collectively, the “Swing Line Notes”), as the case may be. (b) Each Lender will note on its internal records the amount of each Loan of any Class under a Tranche made by it and each payment in respect thereof and prior to any transfer of any of its Notes with respect to such Loans will endorse on the reverse side thereof the outstanding principal amount favor of such Loans evidenced thereby. Failure to make any such notation or any error in such notation shall not affect Lender, and the Borrower’s obligations in respect of such Loans. (c) Notwithstanding anything to the contrary contained above in this Section 2.06 or elsewhere in this Agreement, Notes shall only be delivered to Lenders which at any time specifically request the delivery of such Notes. No failure of any Lender to request or obtain a Note evidencing its Loans under a Tranche to the Borrower shall affect or in any manner impair the obligations Indebtedness of the Borrower to pay each Lender under the Loans under such Tranche (and all related Obligations) incurred by the Borrower which would otherwise Term Loan will be evidenced thereby by a Term Note executed by Borrower in accordance favor of such Lender. The original principal amount of each Lender's Revolving Credit Note and Term Note will be in the amount identified in Schedule 1 attached hereto as its Maximum Principal Amount with respect to the requirements Revolving Credit Loan and the Term Loan, respectively; provided, however, that notwithstanding the face amount of this Agreementeach such Note, Borrower's liability thereunder shall be limited at all times to the actual indebtedness, principal, interest, fees and expenses then outstanding to such Lender under the Revolving Credit Loan and the Term Loan, respectively. The Revolving Credit Notes and Term Notes amend and restate the Revolving Credit Notes and Term Notes, respectively, executed and delivered by Borrower pursuant to the Existing Credit Agreement (the "Prior Notes"); provided, however, that Notes shall not constitute a novation, and shall not in any way affect be deemed to have extinguished or discharged the indebtedness under the Prior Notes or the collateral security or guarantees therefor provided pursuant to therefore, all of which shall continue under and be governed by the various Notes and the other Loan Documents. Any Lender which does not have a Note evidencing its outstanding Loans shall in no event be required to make the notations otherwise described in preceding clause (b). At any time when any Lender requests the delivery of a Note to evidence any of its Loans under a Tranche, the Borrower shall promptly execute and deliver to the respective Lender the requested Note in the appropriate amount or amounts to evidence such Loans.

Promissory Notes. (a) The Borrower’s obligation to pay the principal of, and interest on, the Loans of any Class under a Tranche made by each Lender shall be evidenced in the Term Loan Register maintained by the Administrative Agent pursuant to Section 12.15(a) or the RCF Register maintained by the Revolving Agent pursuant to Section 12.15(b), as applicable, 12.15 and shall, if requested by such Lender▇▇▇▇▇▇, also be evidenced by a promissory note duly executed and promptly delivered by the Borrower substantially in the form of Exhibit G-1 G (each, a “Term Note” and, collectively, the “Term Notes”), Exhibit G-3 (each, a “Revolving Note” and, collectively, the “Revolving Notes”) or Exhibit G-4 (each, a “Swing Line Note” and, collectively, the “Swing Line Notes”), as the case may be. (b) Each Lender will note on its internal records the amount of each Loan of any Class under a Tranche made by it and each payment in respect thereof and prior to any transfer of any of its Notes with respect to such Loans will endorse on the reverse side thereof the outstanding principal amount of such Loans evidenced thereby. Failure to make any such notation or any error in such notation shall not affect the Borrower’s obligations in respect of such Loans. (c) Notwithstanding anything to the contrary contained above in this Section 2.06 or elsewhere in this Agreement, Notes shall only be delivered to Lenders which at any time specifically request the delivery of such Notes. No failure of any Lender to request or obtain a Note evidencing its Loans under a Tranche to the Borrower shall affect or in any manner impair the obligations of the Borrower to pay the Loans under such Tranche (and all related Obligations) incurred by the Borrower which would otherwise be evidenced thereby in accordance with the requirements of this Agreement, and shall not in any way affect the security or guarantees therefor provided pursuant to the various Loan Documents. Any Lender which does not have a Note evidencing its outstanding Loans shall in no event be required to make the notations otherwise described in preceding clause (b). At any time when any Lender requests the delivery of a Note to evidence any of its Loans under a Tranche, the Borrower shall promptly execute and deliver to the respective Lender the requested Note in the appropriate amount or amounts to evidence such Loans.

Promissory Notes. (a) The Borrower’s obligation to pay the principal of, and interest on, the Loans of any Class under a Tranche Each Loan made by each Lender shall be evidenced in the Term Loan Register maintained by the Administrative Agent pursuant to Section 12.15(a) or the RCF Register maintained by the Revolving Agent pursuant to Section 12.15(b), as applicable, and shall, if requested by such Lender, also be evidenced by a promissory note duly executed and promptly delivered by the Borrower substantially in the form of Exhibit G-1 (each, a “Term Facility B1 Note or Facility B2 Note” and, collectively, the “Term Notes”), Exhibit G-3 (each, a “Revolving Note” and, collectively, the “Revolving Notes”) or Exhibit G-4 (each, a “Swing Line Note” and, collectively, the “Swing Line Notes”), as the case may be. (b) Each Lender will note on its internal records , executed by the amount of each Loan of any Class under a Tranche made by it Borrower and each payment in respect thereof Guarantor, as "avalista," and prior to any transfer of any of its Notes with respect to such Loans will endorse on representing the reverse side thereof the outstanding principal amount of such Loans evidenced thereby. Failure to make any such notation or any error in such notation shall not affect the Borrower’s obligations in respect of such Loans. (c) Notwithstanding anything to the contrary contained above in this Section 2.06 or elsewhere in this Agreement, Notes shall only be delivered to Lenders which at any time specifically request the delivery of such Notes. No failure of any Lender to request or obtain a Note evidencing its Loans under a Tranche to the Borrower shall affect or in any manner impair the obligations obligation of the Borrower to pay to such Lender the Loans unpaid principal amount of such Loan, plus interest thereon as provided in Clause 10 (Interest). Each Note shall qualify as a ▇▇▇▇▇▇ under Mexican law. No Lender shall, in connection with the enforcement of any Note, be required to introduce into evidence or prove the existence of this Agreement or the other Finance Documents (other than such Tranche (and all related ObligationsNote) incurred by or the making of Loans. In addition, the Borrower which would otherwise and each Guarantor shall, from time to time at its expense, execute and/or deliver to each Lender such amendments to the Notes, or replacement Notes, that may, in the judgment of such Lender, be evidenced thereby necessary and desirable in accordance with order to ensure that the requirements Notes duly reflect the terms of this Agreement. In addition, and without limiting the foregoing, in the event that (i) any Interest Period of a different duration from the prior Interest Period shall not in be selected with respect to any way affect the security or guarantees therefor provided Facility pursuant to Clause 11 (Interest Periods) or (ii) the various Loan Documents. Any Lender which does not have a Note evidencing its outstanding Loans Termination Date of any Facility shall in no event be required to make the notations otherwise described in preceding clause extended for any reason or (b). At any time when iii) any Lender requests the delivery of a Note to evidence assigns any of its Loans under a Trancherights and benefits in respect of any Utilisation or transfers by novation any of its rights, benefits and obligations in respect of any Utilisation pursuant to Clause 24 (Changes to the Lenders), the Borrower shall promptly and each Guarantor shall, at its expense, execute and deliver to the respective each Lender the requested Note under such Facility a replacement Note, which shall be subscribed in the appropriate amount or amounts same manner and on the same terms and conditions as the Note theretofore held by such Lender, and shall be delivered to evidence each such LoansLender no later than date on which any such change shall become effective.

Promissory Notes. (a) The Borrower’s obligation Each Bank may, by notice to pay the principal ofBorrower and the Agent, and interest on, the request (i) that its Loans of any Class under a Tranche made by each Lender shall be evidenced in the Term Loan Register maintained by the Administrative Agent pursuant to Section 12.15(a) or the RCF Register maintained by the Revolving Agent pursuant to Section 12.15(b), as applicable, and shall, if requested by such Lender, also be evidenced by a promissory note duly executed and promptly delivered single Promissory Note payable to the order of such Bank for the account of its Applicable Lending Office in an amount equal to the aggregate unpaid principal amount of such Bank's Loans or (ii) that its Loans of a particular Type, currency or Class be evidenced by a separate Promissory Note in an amount equal to the Borrower aggregate unpaid principal amount of such Loans. Each such Promissory Note shall be in substantially in the form of Exhibit G-1 (eachA hereto with appropriate modifications to reflect the fact that it evidences solely Loans of the relevant Type, a “Term currency or Class. Each reference in this Agreement to the "Promissory Note” and, collectively, the “Term " of such Bank shall be deemed to refer to and include any or all of such Promissory Notes”), Exhibit G-3 (each, a “Revolving Note” and, collectively, the “Revolving Notes”) or Exhibit G-4 (each, a “Swing Line Note” and, collectively, the “Swing Line Notes”), as the case context may berequire. (b) Each Lender will note on its internal records Bank shall record the amount date, amount, Class, Type and maturity of each Loan of any Class under a Tranche made by it and the date and amount of each payment of principal made by the Borrower with respect thereto, and may, if such Bank so elects in respect thereof and prior to connection with any transfer of any or enforcement of its Notes Promissory Note, endorse on the schedule forming a part thereof appropriate notations to evidence the foregoing information with respect to each such Loans will endorse on Loan then outstanding; PROVIDED that the reverse side thereof the outstanding principal amount failure of such Loans evidenced thereby. Failure any Bank to make any such notation recordation or any error in such notation endorsement shall not affect the Borrower’s obligations in respect of such Loans. (c) Notwithstanding anything to the contrary contained above in this Section 2.06 or elsewhere in this Agreement, Notes shall only be delivered to Lenders which at any time specifically request the delivery of such Notes. No failure of any Lender to request or obtain a Note evidencing its Loans under a Tranche to the Borrower shall affect or in any manner impair the obligations of the Borrower to pay hereunder or under the Loans under such Tranche (and all related Obligations) incurred Promissory Notes. Each Bank is hereby irrevocably authorized by the Borrower which would otherwise be evidenced thereby in accordance with the requirements of this Agreement, so to endorse its Promissory Note and shall not in any way affect the security or guarantees therefor provided pursuant to the various Loan Documents. Any Lender which does not have attach to and make a Note evidencing its outstanding Loans shall in no event be required to make the notations otherwise described in preceding clause (b). At any time when any Lender requests the delivery of a Note to evidence any part of its Loans under Promissory Note a Tranche, the Borrower shall promptly execute continuation of any such schedule as and deliver to the respective Lender the requested Note in the appropriate amount or amounts to evidence such Loanswhen required.

Promissory Notes. (a) The Borrower’s obligation to pay the principal of, and interest on, the Loans of any Class under a Tranche made by each Lender Bank to FI shall be evidenced in the Term Loan Register maintained by the Administrative Agent pursuant to Section 12.15(a) or the RCF Register maintained by the Revolving Agent pursuant to Section 12.15(b), as applicable, and shall, if requested by such Lender, also be evidenced by a promissory note Promissory Note duly executed and promptly delivered by on behalf of FI, dated the Borrower Fifth Amendment Closing Date, in substantially in the form attached hereto as Exhibit A, payable to the order of Exhibit G-1 (each, such Bank in a “Term Note” and, collectively, the “Term Notes”), Exhibit G-3 (each, a “Revolving Note” and, collectively, the “Revolving Notes”) or Exhibit G-4 (each, a “Swing Line Note” and, collectively, the “Swing Line Notes”)principal amount equal to its Commitment. The outstanding principal balance of each Loan, as evidenced by such Promissory Note, shall be payable on the case may beMaturity Date. Each Note shall bear interest from the date of the first borrowing hereunder on the outstanding principal balance thereof, as provided in Section 3.5. (b) Each Lender will note Bank shall maintain in accordance with its usual practice an account or accounts evidencing the indebtedness to such Bank resulting from each Loan made by such Bank from time to time, including the amounts of principal and interest payable and paid such Bank from time to time under this Agreement. Each Bank shall, and is hereby authorized by FI to, endorse on its the schedule attached to the Promissory Note delivered by FI to such Bank (or on a continuation of such schedule attached to such Promissory Note and made a part thereof), or otherwise record in such Bank's internal records records, an appropriate notation evidencing the date and amount of each Loan from such Bank to FI, as well as the date and amount of each payment and prepayment with respect thereto; provided, however, that the failure of any Class under a Tranche made by it and each payment in respect thereof and prior to any transfer of any of its Notes with respect to such Loans will endorse on the reverse side thereof the outstanding principal amount of such Loans evidenced thereby. Failure Bank to make any such a notation or any error in such a notation shall not affect the Borrower’s obligations obligation of FI to repay the Loans made by such Bank in respect accordance with the terms of this Agreement and such LoansPromissory Note. (c) Notwithstanding anything The Administrative Agent shall maintain accounts for (i) the type of each Loan made and the Interest Period applicable thereto, (ii) the amount of any principal or interest due and payable or to become due and payable from FI to each Bank hereunder and (iii) the contrary contained above amount of any sum received by the Administrative Agent hereunder from FI and each Bank's share thereof. (d) The entries made in the accounts maintained pursuant to paragraphs (b) and (c) of this Section 2.06 or elsewhere in this Agreement3.4 shall be prima facie evidence of the existence and amounts of the obligations therein recorded; provided, Notes shall only be delivered to Lenders which at any time specifically request however, that the delivery of such Notes. No failure of any Lender Bank or the Administrative Agent to request maintain such accounts or obtain a Note evidencing its Loans under a Tranche to the Borrower shall affect or in any manner impair the obligations of the Borrower to pay the Loans under such Tranche (and all related Obligations) incurred by the Borrower which would otherwise be evidenced thereby in accordance with the requirements of this Agreement, and error therein shall not in any way manner affect the security or guarantees therefor provided pursuant obligations of FI to repay the various Loan Documents. Any Lender which does not have a Note evidencing its outstanding Loans shall in no event be required to make the notations otherwise described in preceding clause (b). At any time when any Lender requests the delivery of a Note to evidence any of its Loans under a Tranche, the Borrower shall promptly execute and deliver to the respective Lender the requested Note in the appropriate amount or amounts to evidence such Loansaccordance with their terms.

Promissory Notes. (a) The Borrower’s obligation of Borrower to pay the principal of, and interest on, repay the Loans of any Class under a Tranche made by each Lender shall be evidenced in and to pay interest thereon at the Term Loan Register maintained by the Administrative Agent pursuant to Section 12.15(a) or the RCF Register maintained by the Revolving Agent pursuant to Section 12.15(b), as applicable, and shallrates provided herein, if requested by such any Lender, also shall be evidenced by a promissory note duly executed and promptly delivered by the Borrower substantially notes in the form of Exhibit G-1 B-1 (eachindividually, a “Term Loan Note,” and, and collectively, the “Term Loan Notes”) and Exhibit B-2 (individually, a “LC Loan Note,” and collectively, the “LC Loan Notes,” and together with the Term Loan Notes, each a “Note”, and collectively, the “Notes”), Exhibit G-3 (eachand each payable to such Lender and in the principal amount of such Lender’s Term Loan Commitment and such L▇▇▇▇▇’s LC Commitment, a “Revolving Note” and, collectively, respectively. Borrower authorizes each Lender to record on the “Revolving Notes”) schedule annexed to such L▇▇▇▇▇’s Note or Exhibit G-4 (each, a “Swing Line Note” and, collectively, Notes the “Swing Line Notes”), as the case may be. (b) Each Lender will note on its internal records the date and amount of each Loan of any Class under a Tranche made by it such Lender and each payment or prepayment of principal thereunder, and B▇▇▇▇▇▇▇ agrees that all such notations shall constitute prima facie evidence of the accuracy of the matters noted; provided that in respect thereof and prior to any transfer the event of any of its Notes with respect to such Loans will endorse on inconsistency between the reverse side thereof Register and any Lender’s records, the outstanding principal amount of such Loans evidenced thereby. Failure recordations in the Register shall govern; and provided, further that neither the failure to make any such notation or nor any error in such notation shall not affect the Borrowervalidity of B▇▇▇▇▇▇▇’s obligations in respect to repay the full unpaid principal amount of the Loans or the other obligations of Borrower hereunder or under the Notes. Borrower further authorizes each Lender to attach to and make a part of such Loans. (c) Notwithstanding anything to L▇▇▇▇▇’s Note or Notes continuations of the contrary contained above in this Section 2.06 or elsewhere in this Agreement, schedule attached thereto as necessary. The Notes shall only be delivered to Lenders which at any time specifically request on the delivery of such Notes. No failure of any Lender to request or obtain a Note evidencing its Loans under a Tranche to the Borrower shall affect or in any manner impair the obligations of the Borrower to pay the Loans under such Tranche (and all related Obligations) incurred by the Borrower which would otherwise be evidenced thereby in accordance with the requirements of this Agreement, and shall not in any way affect the security or guarantees therefor provided pursuant to the various Loan Documents. Any Lender which does not have a Note evidencing its outstanding Loans shall in no event be required to make the notations otherwise described in preceding clause (b). At any time when any Lender requests the delivery of a Note to evidence any of its Loans under a Tranche, the Borrower shall promptly execute and deliver to the respective Lender the requested Note in the appropriate amount or amounts to evidence such LoansClosing Date.

Promissory Notes. (ai) The Borrower’s obligation to pay the principal of, and interest onExcept as set forth in Section 4.03(b)(ii) below, the Loans of any Class under a Tranche made by each Lender Grantors shall be evidenced entitled to receive and retain any payments made in respect of the Promissory Notes to the extent permitted in the Term Loan Register maintained by Note Purchase Agreement. (ii) Upon the Administrative Agent occurrence and during the continuance of an Event of Default and following at least one (1) Business Days’ prior written notice from the Collateral Agent, which may be exercised with respect to any or all matters set forth below, (A) all rights of each Grantor to receive payments made in respect of the Promissory Notes which it would otherwise be authorized to receive and retain pursuant to Section 12.15(a4.03(b)(i) or the RCF Register maintained by the Revolving Agent pursuant to Section 12.15(b), as applicableshall immediately cease, and shall, if requested by such Lender, also be evidenced by a promissory note duly executed and promptly delivered by the Borrower substantially in the form of Exhibit G-1 (each, a “Term Note” and, collectively, the “Term Notes”), Exhibit G-3 (each, a “Revolving Note” and, collectively, the “Revolving Notes”) or Exhibit G-4 (each, a “Swing Line Note” and, collectively, the “Swing Line Notes”), as the case may be. (b) Each Lender will note on its internal records the amount of each Loan of any Class under a Tranche all payments made by it and each payment in respect thereof and prior to any transfer of any of its Notes with respect to such Loans will endorse on the reverse side thereof the outstanding principal amount of such Loans evidenced thereby. Failure to make any such notation or any error in such notation shall not affect the Borrower’s obligations in respect of such Loans. (c) Notwithstanding anything the Promissory Notes shall be paid directly to the contrary contained above Collateral Agent (and, if the Collateral Agent shall so request in this Section 2.06 or elsewhere in this Agreement, Notes shall only be delivered to Lenders which at any time specifically request the delivery of such Notes. No failure of any Lender to request or obtain a Note evidencing its Loans under a Tranche to the Borrower shall affect or in any manner impair the obligations of the Borrower to pay the Loans under such Tranche (and all related Obligations) incurred by the Borrower which would otherwise be evidenced thereby in accordance with the requirements of this Agreement, and shall not in any way affect the security or guarantees therefor provided pursuant to the various Loan Documents. Any Lender which does not have a Note evidencing its outstanding Loans shall in no event be required to make the notations otherwise described in preceding clause (b). At any time when any Lender requests the delivery of a Note to evidence any of its Loans under a Tranchewriting, the Borrower shall promptly Grantors jointly and severally agree to execute and deliver to the respective Lender Collateral Agent appropriate additional documents to that end) and the requested Note Collateral Agent shall have the right to make application thereof to the Secured Obligations in accordance with Section 4.13, and (B) all of the Promissory Notes shall be registered in the name of the Collateral Agent or its nominee, and the Collateral Agent or its nominee shall thereafter during the continuance of such Event of Default have the sole right to exercise any and all rights of conversion, exchange and subscription and any other rights, privileges or options pertaining to the Promissory Notes as if it were the absolute owner thereof (including, without limitation, the right to exchange at its discretion any and all of the Promissory Notes upon the merger, consolidation, reorganization, recapitalization or other fundamental change in the corporate structure of the obligor thereof, or upon the exercise of any right, privilege or option pertaining to such Promissory Notes, and in connection therewith, the right to deposit and deliver any and all of the Promissory Notes with any committee, depositary, transfer agent, registrar or other designated agency upon such terms and conditions as the Collateral Agent may reasonably determine), and, if the Collateral Agent shall so request in writing, the Grantors jointly and severally agree to execute and deliver to the Collateral Agent appropriate amount documents to permit the Collateral Agent to exercise any such right, power, privilege or amounts option, in each case of this clause (ii), without liability to evidence the Collateral Agent (and the Collateral Agent shall have no duty to any Grantor to exercise any such Loansright, power, privilege or option and shall not be responsible for any failure to do so or delay in so doing).

Promissory Notes. (a) Each Lender shall maintain in accordance with its usual practice an account or accounts evidencing the indebtedness of the Borrower to such Lender resulting from each Advance owing to such Lender from time to time, including the amounts of principal and interest payable and paid to such Lender from time to time hereunder. The Borrower’s obligation Borrower agrees that upon notice by any Lender to pay the principal ofBorrower to the effect that a promissory note or other evidence of indebtedness is required or appropriate in order for such Lender to evidence (whether for purposes of pledge, enforcement or otherwise) the Advances owing to, or to be made by, such Lender, the Borrower shall promptly execute and deliver to such Lender, a Delay Draw Note, a Term B Note, and interest ona Working Capital Note, as applicable, in substantially the form of Exhibits ▇-▇, ▇-▇ and B-3, respectively, payable to the order of such Lender in a principal amount equal to the Delay Draw Advances, the Loans Term Advances and the Working Capital Advances, respectively, of any Class under a Tranche made by each Lender shall be evidenced such Lender. All references to Notes in the Term Loan Documents shall mean Notes, if any, to the extent issued hereunder. (b) The Register maintained by the Administrative Agent pursuant to Section 12.15(a11.07(d) or the RCF Register maintained by the Revolving Agent pursuant to Section 12.15(b), as applicableshall include a control account, and shalla subsidiary account for each Lender, in which accounts (taken together) shall be recorded (i) the date and amount of each Borrowing made hereunder, the Type of Advances comprising such Borrowing and, if requested by such Lender, also be evidenced by a promissory note duly executed and promptly delivered by the Borrower substantially in the form of Exhibit G-1 (each, a “Term Note” and, collectivelyappropriate, the “Term Notes”)Interest Period applicable thereto, Exhibit G-3 (eachii) the terms of each Assignment and Acceptance delivered to and accepted by it, a “Revolving Note” and, collectively, the “Revolving Notes”(iii) or Exhibit G-4 (each, a “Swing Line Note” and, collectively, the “Swing Line Notes”), as the case may be. (b) Each Lender will note on its internal records the amount of any principal or interest due and payable or to become due and payable from the Borrower to each Loan Lender hereunder and (iv) the amount of any Class under a Tranche made sum received by it the Administrative Agent from the Borrower hereunder and each payment in respect thereof and prior to any transfer of any of its Notes with respect to such Loans will endorse on the reverse side thereof the outstanding principal amount of such Loans evidenced thereby. Failure to make any such notation or any error in such notation shall not affect the BorrowerLender’s obligations in respect of such Loansshare thereof. (c) Notwithstanding anything Entries made in good faith by the Administrative Agent in the Register pursuant to subsection (b) above shall be prima facie evidence of the contrary contained above in this Section 2.06 amount of principal and interest due and payable or elsewhere in to become due and payable from the Borrower, under this Agreement, Notes shall only be delivered to Lenders which at any time specifically request absent manifest error; provided, however, that the delivery of such Notes. No failure of the Administrative Agent to make an entry, or any Lender to request finding that an entry is incorrect, in the Register shall not limit or obtain a Note evidencing its Loans under a Tranche to the Borrower shall otherwise affect or in any manner impair the obligations of the Borrower to pay the Loans under such Tranche (and all related Obligations) incurred by the Borrower which would otherwise be evidenced thereby in accordance with the requirements of this Agreement, and shall not in any way affect the security or guarantees therefor provided pursuant to the various Loan Documents. Any Lender which does not have a Note evidencing its outstanding Loans shall in no event be required to make the notations otherwise described in preceding clause (b). At any time when any Lender requests the delivery of a Note to evidence any of its Loans under a Tranche, the Borrower shall promptly execute and deliver to the respective Lender the requested Note in the appropriate amount or amounts to evidence such Loans.

Promissory Notes. (a) The Borrower’s obligation Each Lender shall maintain in accordance with its usual practice an account or accounts evidencing the indebtedness of the Borrower to pay such Lender resulting from each L/C Advance owing to such Lender from time to time, including the amounts of principal of, and interest onpayable and paid to such Lender from time to time hereunder. The Borrower agrees that upon notice by any Lender to the Borrower to the effect that a promissory note or other evidence of indebtedness is required or appropriate in order for such Lender to evidence (whether for purposes of pledge, enforcement or otherwise) the L/C Advances under the L/C Facility owing to, or to be made by, such Lender, the Loans Borrower shall promptly execute and deliver to such Lender an L/C Note, in substantially the form of any Class under Exhibit B, payable to the order of such Lender in a Tranche made by each Lender shall be evidenced principal amount equal to the L/C Commitment of such Lender. All references to L/C Notes in the Term Loan Documents shall mean L/C Notes, if any, to the extent issued hereunder. (b) The Register maintained by the Administrative Agent pursuant to Section 12.15(a9.07(d) or the RCF Register maintained by the Revolving Agent pursuant to Section 12.15(b), as applicableshall include a control account, and shalla subsidiary account for each Lender, in which accounts (taken together) shall be recorded for the L/C Facility (i) the date and amount of each L/C Borrowing made hereunder, the Type of L/C Advances comprising such L/C Borrowing and, if requested by such Lender, also be evidenced by a promissory note duly executed and promptly delivered by the Borrower substantially in the form of Exhibit G-1 (each, a “Term Note” and, collectivelyappropriate, the “Term Notes”)Interest Period applicable thereto, Exhibit G-3 (eachii) the terms of each Assignment and Acceptance delivered to and accepted by it, a “Revolving Note” and, collectively, the “Revolving Notes”(iii) or Exhibit G-4 (each, a “Swing Line Note” and, collectively, the “Swing Line Notes”), as the case may be. (b) Each Lender will note on its internal records the amount of any principal or interest due and payable or to become due and payable from the Borrower to each Loan Lender hereunder and (iv) the amount of any Class under a Tranche made sum received by it the Administrative Agent from the Borrower hereunder and each payment in respect thereof and prior to any transfer of any of its Notes with respect to such Loans will endorse on the reverse side thereof the outstanding principal amount of such Loans evidenced thereby. Failure to make any such notation or any error in such notation shall not affect the BorrowerLender’s obligations in respect of such Loansshare thereof. (c) Notwithstanding anything Entries made in good faith by the Administrative Agent in the Register pursuant to subsection (b) above shall be prima facie evidence of the contrary contained above in this Section 2.06 amount of principal and interest due and payable or elsewhere in to become due and payable from the Borrower, under this Agreement, Notes shall only be delivered to Lenders which at any time specifically request absent manifest error; provided, however, that the delivery of such Notes. No failure of the Administrative Agent to make an entry, or any Lender to request finding that an entry is incorrect, in the Register shall not limit or obtain a Note evidencing its Loans under a Tranche to the Borrower shall otherwise affect or in any manner impair the obligations of the Borrower to pay the Loans under such Tranche (and all related Obligations) incurred by the Borrower which would otherwise be evidenced thereby in accordance with the requirements of this Agreement, and shall not in any way affect the security or guarantees therefor provided pursuant to the various Loan Documents. Any Lender which does not have a Note evidencing its outstanding Loans shall in no event be required to make the notations otherwise described in preceding clause (b). At any time when any Lender requests the delivery of a Note to evidence any of its Loans under a Tranche, the Borrower shall promptly execute and deliver to the respective Lender the requested Note in the appropriate amount or amounts to evidence such Loans.

Promissory Notes. (a) The Borrower’s obligation to pay the principal of, and interest on, the Loans pro rata share of any Class under a Tranche all Advances made by each a Lender shall be evidenced (including Advances in the Term Loan Register maintained by the Administrative Agent which such Lender participates in pursuant to the terms of Section 12.15(a2.7) or the RCF Register maintained by the Revolving Agent pursuant to Section 12.15(b), as applicable, and shall, if requested by such Lender, also shall be evidenced by a promissory note duly executed single Revolving Note of Debtor issued to such Lender (individually a "Revolving Note" and promptly delivered by collectively for all Lenders the Borrower substantially "Revolving Notes"), each such Revolving Note to be payable to the order of the applicable Lender in the principal amount of its Revolving Loan Commitment and otherwise in the form of Exhibit G-1 (each, a “Term Note” and, collectively, the “Term Notes”), Exhibit G-3 (each, a “Revolving Note” and, collectively, the “Revolving Notes”) or Exhibit G-4 (each, a “Swing Line Note” and, collectively, the “Swing Line Notes”), as the case may beA-1 hereto. (b) Each Lender will note on its internal records the amount of each The Term Loan of any Class under a Tranche made by it and each payment in respect thereof and prior to any transfer a Lender shall be evidenced by a single Term Note of any of its Notes with respect Debtor issued to such Loans will endorse on Lender (individually a "Term Note" and collectively for all Lenders the reverse side thereof "Term Notes"), each such Term Note to be payable to the outstanding order of the applicable Lender in the principal amount of such Loans evidenced thereby. Failure to make any such notation or any error its Term Loan Commitment and otherwise in such notation shall not affect the Borrower’s obligations in respect form of such LoansExhibit A-2 hereto. (c) Notwithstanding anything All loans or advances made against the Notes, the status of all amounts evidenced by the Notes as constituting part of the applicable Prime Rate Portion or LIBOR Portion and the rates of interest and interest periods applicable thereto shall be recorded by the Lenders on their books and records or, at their option in any instance, endorsed on the reverse side of the Notes. Without regard to the contrary contained above in this Section 2.06 or elsewhere in this Agreementprincipal amount of each Note stated on its face, Notes shall only be delivered to Lenders which the actual principal amount at any time specifically request outstanding and owing by Debtor on account thereof shall be the delivery sum of such Notes. No failure all loans or advances then or theretofor made thereon less all payments of any Lender to request or obtain a Note evidencing its Loans under a Tranche to the Borrower shall affect or in any manner impair the obligations of the Borrower to pay the Loans under such Tranche (and all related Obligations) incurred by the Borrower which would otherwise be evidenced thereby in accordance with the requirements of this Agreement, and shall not in any way affect the security or guarantees therefor provided pursuant to the various Loan Documents. Any Lender which does not have a Note evidencing its outstanding Loans shall in no event be required to make the notations otherwise described in preceding clause (b). At any time when any Lender requests the delivery of a Note to evidence any of its Loans under a Tranche, the Borrower shall promptly execute and deliver to the respective Lender the requested Note in the appropriate amount or amounts to evidence such Loansprincipal actually received thereon.

Promissory Notes. (a) The Borrower’s obligation Borrower shall prepare, execute and deliver to pay the principal of, and interest on, the Loans of any Class under a Tranche made by each Lender shall be evidenced in a promissory note payable to the Term Loan Register maintained by the Administrative Agent pursuant to Section 12.15(a) or the RCF Register maintained by the Revolving Agent pursuant to Section 12.15(b), as applicable, and shallorder of such Lender (or, if requested by such Lender, also be to such Lender and its registered assigns) in the amount of such Lender’s Commitment and in the form set forth in Exhibit A. Thereafter, the Loans evidenced by a such promissory note duly executed and interest thereon shall at all times (including after assignment pursuant to Section 10.04) be represented by one or more promissory notes in such form payable to the order of the payee named therein (or, if such promissory note is a registered note, to such payee and its registered assigns). In the event of any assignment pursuant to Section 10.04 hereof, Borrower agrees to promptly delivered by the Borrower substantially execute and deliver replacement promissory notes in the form of Exhibit G-1 (each, a “Term Note” A to the assignee and, collectivelyif the assignor is retaining any portion of the Loans, to the “Term Notes”)assignor, Exhibit G-3 (each, a “Revolving Note” and, collectively, the “Revolving Notes”) or Exhibit G-4 (each, a “Swing Line Note” and, collectively, the “Swing Line Notes”), as the case may be. (b) Each Lender will note on its internal records in order to evidence the amount of the Loan owed to each Loan of any Class under such applicable Lender following the assignment. In connection with and as a Tranche made by it and each payment in respect thereof and prior to any transfer of any of its Notes with respect to such Loans will endorse on the reverse side thereof the outstanding principal amount of such Loans evidenced thereby. Failure to make any such notation or any error in such notation shall not affect the Borrower’s obligations in respect of such Loans. (c) Notwithstanding anything condition precedent to the contrary contained above in this Section 2.06 or elsewhere in this Agreement, Notes shall only be delivered to Lenders which at any time specifically request the execution and delivery of such Notes. No failure replacement promissory notes by Borrower, the assignor shall be obligated to return the existing promissory note(s) to Borrower or otherwise execute an affidavit in a form reasonably acceptable to Borrower, which affidavit shall expressly contain the following indemnification by such Lender (the “Lost Note Indemnification Provision”): “[Name of any Lender Lender] (“Lender”) hereby (i) represents and warrants to request you that it has been unable to locate the original [Describe Note] (the “Note”) despite a diligent search therefor in its records and files, and believes that the original Note has been lost or obtain misplaced due to a Note evidencing its Loans under a Tranche clerical error, (ii) further represents and warrants to you that it is the Borrower shall affect or in any manner impair the obligations owner and holder of the Borrower to pay the Loans under such Tranche (and all related Obligations) incurred by the Borrower which would otherwise be evidenced thereby in accordance with the requirements of this AgreementNote, and shall that it has not in any way affect heretofore transferred, assigned, sold, satisfied, pledged or otherwise hypothecated the security or guarantees therefor provided pursuant Note, (iii) covenants and agrees promptly to deliver the various Loan Documents. Any Lender which does not have a Note evidencing its outstanding Loans shall in no event be required to make the notations otherwise described in preceding clause (b). At any time when any Lender requests the delivery of a original Note to evidence you if the original Note is subsequently found, and (iv) covenants and agrees to indemnify you from and against any loss, cost, or expense suffered by you as a result of its Loans under a Tranchethe enforcement or attempted enforcement of the original Note.” Upon repayment of the Loans, each Lender either shall (i) return to Borrower each of the Borrower shall promptly execute and original promissory notes delivered to it marked “PAID IN FULL” or (ii) deliver to Borrower an affidavit in a form reasonably acceptable to Borrower, which affidavit shall expressly contain the respective Lender the requested Lost Note in the appropriate amount or amounts to evidence such LoansIndemnification Provision.

Promissory Notes. (a1) The Borrower’s obligation to pay the principal of, and interest on, the Loans of any Class under a Tranche made by each Lender Bank to the Borrower shall be evidenced in the Term Loan Register maintained by the Administrative Agent pursuant to Section 12.15(a) or the RCF Register maintained by the Revolving Agent pursuant to Section 12.15(b), as applicable, and shall, if requested by such Lender, also be evidenced by a promissory note Promissory Note duly executed on behalf of the Borrower, dated the Closing Date, in substantially the form attached hereto as Exhibit A, payable to the order of such Bank in a principal amount equal to its Commitment. The outstanding principal balance of each Loan, as evidenced by such Promissory Note, shall be payable on the Maturity Date. Each Promissory Note shall bear interest from the date of the first borrowing hereunder on the outstanding principal balance thereof, as provided in Section 2.5. (2) Each Bank shall maintain in accordance with its usual practice an account or accounts evidencing the indebtedness to such Bank resulting from each Loan made by such Bank from time to time, including the amounts of principal and promptly interest payable and paid to such Bank from time to time under this Agreement. Each Bank shall, and is hereby authorized by the Borrower to, endorse on the schedule attached to the Promissory Note delivered by the Borrower substantially in the form to such Bank (or on a continuation of Exhibit G-1 (each, such schedule attached to such Promissory Note and made a “Term Note” and, collectively, the “Term Notes”part thereof), Exhibit G-3 (eachor otherwise record in such Bank's internal records, a “Revolving Note” and, collectively, an appropriate notation evidencing the “Revolving Notes”) or Exhibit G-4 (each, a “Swing Line Note” and, collectively, the “Swing Line Notes”), as the case may be. (b) Each Lender will note on its internal records the date and amount of each Loan from such Bank to the Borrower, as well as the date and amount of each payment and prepayment with respect thereto; provided, however, that the failure of any Class under a Tranche made by it and each payment in respect thereof and prior to any transfer of any of its Notes with respect to such Loans will endorse on the reverse side thereof the outstanding principal amount of such Loans evidenced thereby. Failure Bank to make any such a notation or any error in such a notation shall not affect the Borrower’s obligations obligation of the Borrower to repay the Loans made by such Bank in respect accordance with the terms of this Agreement and such LoansPromissory Note. (3) The Administrative Agent shall maintain accounts for (i) the type of each Loan made and the Interest Period applicable thereto, (ii) the amount of any principal or interest due and payable or to become due and payable from the Borrower to each Bank hereunder and (iii) the amount of any sum received by the Administrative Agent hereunder from the Borrower and each Bank's share thereof. (4) The entries made in the accounts maintained pursuant to paragraphs (b) and (c) Notwithstanding anything to the contrary contained above in of this Section 2.06 or elsewhere in this Agreement2.4 shall be prima facie evidence of the existence and amounts of the obligations therein recorded; provided, Notes shall only be delivered to Lenders which at any time specifically request however, that the delivery of such Notes. No failure of any Lender Bank or the Administrative Agent to request maintain such accounts or obtain a Note evidencing its Loans under a Tranche to the Borrower any error therein shall affect or not in any manner impair affect the obligations of the Borrower to pay repay the Loans under such Tranche (and all related Obligations) incurred by the Borrower which would otherwise be evidenced thereby in accordance with the requirements of this Agreement, and shall not in any way affect the security or guarantees therefor provided pursuant to the various Loan Documents. Any Lender which does not have a Note evidencing its outstanding Loans shall in no event be required to make the notations otherwise described in preceding clause (b). At any time when any Lender requests the delivery of a Note to evidence any of its Loans under a Tranche, the Borrower shall promptly execute and deliver to the respective Lender the requested Note in the appropriate amount or amounts to evidence such Loanstheir terms.

Promissory Notes. (a) The Borrower’s obligation to pay the principal of, and interest on, the Loans of any Class under a Tranche made by each Lender shall be evidenced in the Term Loan Register maintained by the Administrative Agent pursuant to Section 12.15(a) or the RCF Register maintained by the Revolving Agent pursuant to Section 12.15(b), as applicable, 12.15 and shall, if requested by such Lender, also be evidenced by a promissory note duly executed and promptly delivered by the Borrower substantially in the form of Exhibit G-1 G (each, a “Term Note” and, collectively, the “Term Notes”), Exhibit G-3 (each, a “Revolving Note” and, collectively, the “Revolving Notes”) or Exhibit G-4 (each, a “Swing Line Note” and, collectively, the “Swing Line Notes”), as the case may be. (b) Each Lender will note on its internal records the amount of each Loan of any Class under a Tranche made by it and each payment in respect thereof and prior to any transfer of any of its Notes with respect to such Loans will endorse on the reverse side thereof the outstanding principal amount of such Loans evidenced thereby. Failure to make any such notation or any error in such notation shall not affect the Borrower’s obligations in respect of such Loans. (c) Notwithstanding anything to the contrary contained above in this Section 2.06 or elsewhere in this Agreement, Notes shall only be delivered to Lenders which at any time specifically request the delivery of such Notes. No failure of any Lender to request or obtain a Note evidencing its Loans under a Tranche to the Borrower shall affect or in any manner impair the obligations of the Borrower to pay the Loans under such Tranche (and all related Obligations) incurred by the Borrower which would otherwise be evidenced thereby in accordance with the requirements of this Agreement, and shall not in any way affect the security or guarantees therefor provided pursuant to the various Loan Documents. Any Lender which does not have a Note evidencing its outstanding Loans shall in no event be required to make the notations otherwise described in preceding clause (b). At any time when any Lender requests the delivery of a Note to evidence any of its Loans under a Tranche, the Borrower shall promptly execute and deliver to the respective Lender the requested Note in the appropriate amount or amounts to evidence such Loans.

Promissory Notes. (a) The Borrower’s obligation to pay the principal of, and interest on, the Loans of any Class under a Tranche made by each Lender Bank to the Borrower shall be evidenced in the Term Loan Register maintained by the Administrative Agent pursuant to Section 12.15(a) or the RCF Register maintained by the Revolving Agent pursuant to Section 12.15(b), as applicable, and shall, if requested by such Lender, also be evidenced by a promissory note Promissory Note duly executed and promptly delivered by on behalf of the Borrower Borrower, dated the Closing Date, in substantially in the form attached hereto as Exhibit A, payable to the order of Exhibit G-1 (each, such Bank in a “Term Note” and, collectively, the “Term Notes”), Exhibit G-3 (each, a “Revolving Note” and, collectively, the “Revolving Notes”) or Exhibit G-4 (each, a “Swing Line Note” and, collectively, the “Swing Line Notes”)principal amount equal to its Commitment. The outstanding principal balance of each Loan, as evidenced by such Promissory Note, shall be payable on the case may beMaturity Date. Each Promissory Note shall bear interest from the date of the first borrowing hereunder on the outstanding principal balance thereof, as provided in Section 2.5. (b) Each Lender will note Bank shall maintain in accordance with its usual practice an account or accounts evidencing the indebtedness to such Bank resulting from each Loan made by such Bank from time to time, including the amounts of principal and interest payable and paid to such Bank from time to time under this Agreement. Each Bank shall, and is hereby authorized by the Borrower to, endorse on its the schedule attached to the Promissory Note delivered by the Borrower to such Bank (or on a continuation of such schedule attached to such Promissory Note and made a part thereof), or otherwise record in such Bank's internal records records, an appropriate notation evidencing the date and amount of each Loan from such Bank to the Borrower, as well as the date and amount of each payment and prepayment with respect thereto; provided, however, that the failure of any Class under a Tranche made by it and each payment in respect thereof and prior to any transfer of any of its Notes with respect to such Loans will endorse on the reverse side thereof the outstanding principal amount of such Loans evidenced thereby. Failure Bank to make any such a notation or any error in such a notation shall not affect the Borrower’s obligations obligation of the Borrower to repay the Loans made by such Bank in respect accordance with the terms of this Agreement and such LoansPromissory Note. (c) Notwithstanding anything The Administrative Agent shall maintain accounts for (i) the type of each Loan made and the Interest Period applicable thereto, (ii) the amount of any principal or interest due and payable or to become due and payable from the contrary contained above Borrower to each Bank hereunder and (iii) the amount of any sum received by the Administrative Agent hereunder from the Borrower and each Bank's share thereof. (d) The entries made in the accounts maintained pursuant to paragraphs (b) and (c) of this Section 2.06 or elsewhere in this Agreement2.4 shall be prima facie evidence of the existence and amounts of the obligations therein recorded; provided, Notes shall only be delivered to Lenders which at any time specifically request however, that the delivery of such Notes. No failure of any Lender Bank or the Administrative Agent to request maintain such accounts or obtain a Note evidencing its Loans under a Tranche to the Borrower any error therein shall affect or not in any manner impair affect the obligations of the Borrower to pay repay the Loans under such Tranche (and all related Obligations) incurred by the Borrower which would otherwise be evidenced thereby in accordance with the requirements of this Agreement, and shall not in any way affect the security or guarantees therefor provided pursuant to the various Loan Documents. Any Lender which does not have a Note evidencing its outstanding Loans shall in no event be required to make the notations otherwise described in preceding clause (b). At any time when any Lender requests the delivery of a Note to evidence any of its Loans under a Tranche, the Borrower shall promptly execute and deliver to the respective Lender the requested Note in the appropriate amount or amounts to evidence such Loanstheir terms.

Promissory Notes. (a) The Borrower’s obligation to pay the principal of, and interest on, the Loans of any Class under a Tranche made by each Lender shall be evidenced in the Term Loan Register maintained by the Administrative Agent pursuant to Section 12.15(a) or the RCF Register maintained by the Revolving Agent pursuant to Section 12.15(b), as applicable, and shall, if requested by such Lender, also be evidenced by a promissory note duly executed and promptly delivered by the Borrower substantially in the form of Exhibit G-1 (each, a “Term Note” and, collectively, the “Term Notes”), Exhibit G-2 (each, a “Delayed Draw Term Note” and, collectively, the “Delayed Draw Term Notes”), Exhibit G-3 (each, a “Revolving Note” and, collectively, the “Revolving Notes”) or Exhibit G-4 (each, a “Swing Line Note” and, collectively, the “Swing Line Notes”), as the case may be. (b) Each Lender will note on its internal records the amount of each Loan of any Class under a Tranche made by it and each payment in respect thereof and prior to any transfer of any of its Notes with respect to such Loans will endorse on the reverse side thereof the outstanding principal amount of such Loans evidenced thereby. Failure to make any such notation or any error in such notation shall not affect the Borrower’s obligations in respect of such Loans. (c) Notwithstanding anything to the contrary contained above in this Section 2.06 or elsewhere in this Agreement, Notes shall only be delivered to Lenders which at any time specifically request the delivery of such Notes. No failure of any Lender to request or obtain a Note evidencing its Loans under a Tranche to the Borrower shall affect or in any manner impair the obligations of the Borrower to pay the Loans under such Tranche (and all related Obligations) incurred by the Borrower which would otherwise be evidenced thereby in accordance with the requirements of this Agreement, and shall not in any way affect the security or guarantees therefor provided pursuant to the various Loan Documents. Any Lender which does not have a Note evidencing its outstanding Loans shall in no event be required to make the notations otherwise described in preceding clause (b). At any time when any Lender requests the delivery of a Note to evidence any of its Loans under a Tranche, the Borrower shall promptly execute and deliver to the respective Lender the requested Note in the appropriate amount or amounts to evidence such Loans.

Promissory Notes. (a) The Borrower’s obligation to pay the principal of, and interest on, the Loans of any Class under a Tranche made by each Lender shall be evidenced in the Term Loan Register maintained by the Administrative Agent pursuant to Section 12.15(a) or the RCF Register maintained by the Revolving Agent pursuant to Section 12.15(b), as applicable, 12.15 and shall, if requested by such Lender▇▇▇▇▇▇, also be evidenced by a promissory note duly executed and promptly delivered by the Borrower substantially in the form of Exhibit G-1 G (each, a “Term Note” and, collectively, the “Term Notes”), Exhibit G-3 (each, a “Revolving Note” and, collectively, the “Revolving Notes”) or Exhibit G-4 (each, a “Swing Line Note” and, collectively, the “Swing Line Notes”), as the case may be. (b) Each Lender will note on its internal records the amount of each Loan of any Class under a Tranche made by it and each payment in respect thereof and prior to any transfer of any of its Notes with respect to such Loans will endorse on the reverse side thereof the outstanding principal amount of such Loans evidenced thereby. Failure to make any such notation or any error in such notation shall not affect the Borrower’s obligations in respect of such Loans. (c) Notwithstanding anything to the contrary contained above in this Section 2.06 or elsewhere in this Agreement, Notes shall only be delivered to Lenders which at any time specifically request the delivery of such Notes. No failure of any Lender to request or obtain a Note evidencing its Loans under a Tranche to the Borrower shall affect or in any manner impair the obligations of the Borrower to pay the Loans under such Tranche (and all related Obligations) incurred by the Borrower which would otherwise be evidenced thereby in accordance with the requirements of this Agreement, and shall not in any way affect the security or guarantees therefor provided pursuant to the various Loan Documents. Any Lender which does not have a Note evidencing its outstanding Loans shall in no event be required to make the notations otherwise described in preceding clause (b). At any time when any Lender requests the delivery of a Note to evidence any of its Loans under a Tranche, the Borrower shall promptly execute and deliver to the respective Lender the requested Note in the appropriate amount or amounts to evidence such Loans.#4848-1207-1386 69

Promissory Notes. (a) The Borrower’s obligation to pay the principal of, as maker (suscriptor), and interest on, the Loans of any Class under a Tranche made by each Lender shall be evidenced in the Term Loan Register maintained by the Administrative Agent pursuant to Section 12.15(a) or the RCF Register maintained by the Revolving Agent pursuant to Section 12.15(bGuarantor as guarantor (por aval), as applicable, and shall, if requested by such Lender, also be evidenced by a promissory note duly executed and promptly delivered by the Borrower substantially in the form of Exhibit G-1 (each, a “Term Note” and, collectively, the “Term Notes”), Exhibit G-3 (each, a “Revolving Note” and, collectively, the “Revolving Notes”) or Exhibit G-4 (each, a “Swing Line Note” and, collectively, the “Swing Line Notes”), as the case may be. (b) Each Lender will note on its internal records the amount of each Loan of any Class under a Tranche made by it and each payment in respect thereof and prior to any transfer of any of its Notes with respect to such Loans will endorse on the reverse side thereof the outstanding principal amount of such Loans evidenced thereby. Failure to make any such notation or any error in such notation shall not affect the Borrower’s obligations in respect of such Loans. (c) Notwithstanding anything to the contrary contained above in this Section 2.06 or elsewhere in this Agreement, Notes shall only be delivered to Lenders which at any time specifically request the delivery of such Notes. No failure of any Lender to request or obtain a Note evidencing its Loans under a Tranche to the Borrower shall affect or in any manner impair the obligations of the Borrower to pay the Loans under such Tranche (and all related Obligations) incurred by the Borrower which would otherwise be evidenced thereby in accordance with the requirements of this Agreement, and shall not in any way affect the security or guarantees therefor provided pursuant to the various Loan Documents. Any Lender which does not have a Note evidencing its outstanding Loans shall in no event be required to make the notations otherwise described in preceding clause (b). At any time when any Lender requests the delivery of a Note to evidence any of its Loans under a Tranche, the Borrower shall promptly execute and deliver to the respective Administrative Agent for the account of each applicable Lender a Note, payable to each applicable Lender. Each such Note shall qualify as a ▇▇▇▇▇▇ under Mexican law. After the requested effectiveness of an assignment made under this Agreement, within five (5) Business Days of the effectiveness of such assignment, the Obligors shall execute and deliver to the applicable assignee, in exchange for the Note held by the applicable assignor, a Note for the account of such assignee payable to each applicable assignee; provided that in the case whereby the assigning Lender retains a portion of its Loans, the assigning Lender will return its Note to the Obligors and the Obligors shall execute and deliver to assigning Lender a new Note with the retained portion of its Loans and deliver to the applicable assignee a Note for the account of such assignee payable to each applicable assignee. Any and all costs and expenses that arise from this exchange of Notes shall be borne by the assignee or the assigning Lender. To the extent necessary to properly reflect the terms of this Agreement, promptly at the Administrative Agent’s request (but in any event within five (5) Business Days of such request), the applicable Obligors shall execute and deliver to a Lender or Lenders a new Note in exchange for and upon return to the appropriate Obligors of the Note held by such Lender. In the case of termination or reduction in full of the unused portion of the Commitments, promptly at the applicable Borrower’s request, and upon confirmation of the corresponding termination or reduction by the Administrative Agent (but in any event within five (5) Business Days of such confirmation), such Lender shall return the Note evidencing such Loan to such Borrower. The mutilation, loss, theft or destruction of a Note shall not imply or be deemed to constitute a cancellation of debt or of any other obligation under or in respect of this Agreement or any Loan, even if any such event has occurred due to acts attributable to any of the Lenders or the Administrative Agent. If a Note is mutilated, the Borrower and the Guarantors, at the cost of the relevant Lender, shall issue and deliver a new Note of the same principal amount and maturity as the mutilated Note, provided that such mutilated Note shall be returned to the relevant Borrower in exchange for the new Note. If a Note is lost, stolen or amounts destroyed, the Borrower and the Guarantors shall, at the cost of the applicable Lender, promptly upon the written request of the Administrative Agent, issue and deliver to evidence the applicable Lender a new Note of the same principal amount and maturity as the lost, stolen or destroyed Note in exchange for a lost note affidavit, without requiring any further action from such LoansLender that may be applicable according to the applicable Law.

Promissory Notes. (a) The Borrower’s obligation of Borrowers to repay the Loans made by a Lender and to pay interest thereon at the principal of, and interest on, the Loans of any Class under a Tranche made by each Lender shall be evidenced in the Term Loan Register maintained by the Administrative Agent pursuant to Section 12.15(a) or the RCF Register maintained by the Revolving Agent pursuant to Section 12.15(b), as applicable, and rates provided herein shall, if requested by upon the written request of such Lender, also be evidenced by a promissory note duly executed and promptly delivered by the Borrower substantially notes in the form of Exhibit G-1 B-1 (eachindividually, a “Term "Construction Note” " and, collectively, the “Term "Construction Notes”"), Exhibit G-3 B-2 (eachindividually, a “Revolving "Term Note” " and, collectively, the “Revolving "Term Notes”) or "), Exhibit G-4 B-3 (eachindividually, a “Swing Line "Renegy Term Note” " and, collectively, the “Swing Line "Renegy Term Notes”"), as Exhibit B-4 (individually, a "Revolving Note" and, collectively, the case may be. "Revolving Notes"), and Exhibit B-5 (bindividually, a "LC Loan Note" and, collectively, the "LC Loan Notes") Each each payable to the order of such requesting Lender will note and in the principal amount of such Lender's Construction Loan Commitment, Term Loan Commitment, Renegy Term Loan Commitment, Revolving Loan Commitment, and the principal component of the LC Commitment respectively. Borrowers authorize each such requesting Lender to record on its internal records the schedule annexed to such Lender's Note or Notes, the date and amount of each Loan of any Class under a Tranche made by it such requesting Lender, and each payment or prepayment of principal thereunder and agree that all such notations shall constitute prima facie evidence of the matters noted; provided, that in respect thereof and prior to any transfer the event of any inconsistency between the records or books of its Notes with respect Administrative Agent and any Lender's records or Notes, the records of Administrative Agent shall be conclusive and binding in the absence of manifest error. Borrowers further authorize each such requesting Lender to such Loans will endorse on the reverse side thereof the outstanding principal amount attach to and make a part of such Loans evidenced therebyrequesting Lender's Note or Notes continuations of the schedule attached thereto as necessary. Failure No failure to make any such notation or notations, nor any error errors in making any such notation notations, shall not affect the Borrower’s validity of Borrowers' obligations to repay the full unpaid principal amount of the Loans or the duties of Borrowers hereunder or thereunder. Upon the payment in respect full in cash of such the aggregate principal amount of, and all accrued and unpaid interest on, the applicable Loans. (c) Notwithstanding anything to , or in the contrary contained above in this Section 2.06 or elsewhere in this Agreementcase of Construction Notes, upon Term-Conversion, the Lenders holding Notes shall only be delivered to Lenders which at any time specifically request promptly mark the delivery of applicable Notes cancelled and return such Notes. No failure of any Lender to request or obtain a Note evidencing its Loans under a Tranche to the Borrower shall affect or in any manner impair the obligations of the Borrower to pay the Loans under such Tranche (and all related Obligations) incurred by the Borrower which would otherwise be evidenced thereby in accordance with the requirements of this Agreement, and shall not in any way affect the security or guarantees therefor provided pursuant to the various Loan Documents. Any Lender which does not have a Note evidencing its outstanding Loans shall in no event be required to make the notations otherwise described in preceding clause (b). At any time when any Lender requests the delivery of a Note to evidence any of its Loans under a Tranche, the Borrower shall promptly execute and deliver to the respective Lender the requested Note in the appropriate amount or amounts to evidence such Loanscancelled Notes ▇▇ ▇orrowers.

Promissory Notes. (a) The Borrower’s obligation to pay the principal of, and interest on, the Loans of any Class under a Tranche made by each Lender to a Borrower hereunder shall be evidenced in the Term Loan Register maintained by the Administrative Agent pursuant to Section 12.15(a) or the RCF Register maintained by the Revolving Agent pursuant to Section 12.15(b), as applicable, and shall, if requested by such Lender, also be evidenced by a single promissory note duly executed and promptly delivered by the Borrower of such Borrower. Each Note shall be substantially in the form of Exhibit G-1 B attached hereto, dated the date of this Credit Agreement with blanks appropriately completed in conformity herewith) payable to the order of each such Lender (each, a “Term Note” and, collectively, the “Term Notes”), Exhibit G-3 (each, a “Revolving Note” and, collectively, the “Revolving Notes”) or Exhibit G-4 in a principal amount equal to the lesser of: (each, a “Swing Line Note” and, collectively, i) such Lender’s Commitment; and (ii) the “Swing Line Notes”), as the case may be. (b) Each Lender will note on its internal records the amount of each Loan of any Class under a Tranche made by it and each payment in respect thereof and prior to any transfer of any of its Notes with respect to such Loans will endorse on the reverse side thereof the outstanding aggregate unpaid principal amount of all Loans made by such Loans evidenced therebyLender. Failure Each Lender shall have the right to make any such notation have its Note, subdivided into denominations no smaller than $1,000,000.00, by exchange for promissory notes of lesser denominations or otherwise. Borrowers agree, from time to time, upon the request of Administrative Agent or any error in such notation shall not affect the Borrower’s obligations in respect of such Loans. (c) Notwithstanding anything affected Lender, to the contrary contained above in this Section 2.06 or elsewhere in this Agreement, reissue new Notes shall only be delivered to Lenders which at any time specifically request the delivery of such Notes. No failure of any Lender to request or obtain a Note evidencing its Loans under a Tranche to the Borrower shall affect or in any manner impair the obligations of the Borrower to pay the Loans under such Tranche (and all related Obligations) incurred by the Borrower which would otherwise be evidenced thereby in accordance with the requirements terms and in the form heretofore provided, to any Lender and any Assignee of this Agreementsuch Lender in accordance with Section 13.13(c) hereof, in renewal of and substitution for the Notes previously issued by Borrowers to the affected Lender, and such previously issued Notes shall not in any way affect the security or guarantees therefor provided pursuant be returned to the various Loan Documents. Any Lender which does not have a Note evidencing its outstanding Loans shall in no event be required to make the notations otherwise described in preceding clause (b). At any time when any Lender requests the delivery applicable Borrower marked “replaced.” Further, upon receipt of an affidavit of an officer of a Note Lender as to evidence the loss, theft, destruction or mutilation of a Note, and, in the case of any such loss, theft, destruction or mutilation, upon cancellation of its Loans under a Tranchesuch Note, and an indemnification reasonably acceptable to Borrower Representative, the appropriate Borrower shall promptly execute and deliver to the respective Lender the requested will issue, in lieu thereof, a replacement Note in the appropriate same principal amount or amounts to evidence such Loansthereof and otherwise of like tenor.

Promissory Notes. (a) The Borrower’s obligation Each Lender shall maintain in accordance with its usual practice an account or accounts evidencing the indebtedness of the Borrower to pay such Lender resulting from each Advance owing to such Lender from time to time, including the amounts of principal of, and interest onpayable and paid to such Lender from time to time hereunder. The Borrower agrees that upon notice by any Lender to the Borrower to the effect that a promissory note or other evidence of indebtedness is required or appropriate in order for such Lender to evidence (whether for purposes of pledge, enforcement or otherwise) the Advances owing to, or to be made by, such Lender, the Loans Borrower shall promptly execute and deliver to such Lender a Note in substantially the form of any Class under Exhibit B, payable to the order of such Lender in a Tranche made by each Lender shall be evidenced principal amount equal to the Advance of such Lender. All references to Notes in the Term Loan Documents shall mean Notes, if any, to the extent issued hereunder. (b) The Register maintained by the Administrative Agent pursuant to Section 12.15(a9.07(d) or the RCF Register maintained by the Revolving Agent pursuant to Section 12.15(b), as applicableshall include a control account, and shalla subsidiary account for each Lender, in which accounts (taken together) shall be recorded (i) the date and amount of the Borrowing made LSP Gen Finance Second Lien Credit Agreement hereunder, the Type of Advances comprising such Borrowing and, if requested by such Lender, also be evidenced by a promissory note duly executed and promptly delivered by the Borrower substantially in the form of Exhibit G-1 (each, a “Term Note” and, collectivelyappropriate, the “Term Notes”)Interest Period applicable thereto, Exhibit G-3 (eachii) the terms of each Assignment and Acceptance delivered to and accepted by it, a “Revolving Note” and, collectively, the “Revolving Notes”(iii) or Exhibit G-4 (each, a “Swing Line Note” and, collectively, the “Swing Line Notes”), as the case may be. (b) Each Lender will note on its internal records the amount of any principal or interest due and payable or to become due and payable from the Borrower to each Loan Lender hereunder and (iv) the amount of any Class under a Tranche made sum received by it the Administrative Agent from the Borrower hereunder and each payment in respect thereof and prior to any transfer of any of its Notes with respect to such Loans will endorse on the reverse side thereof the outstanding principal amount of such Loans evidenced thereby. Failure to make any such notation or any error in such notation shall not affect the BorrowerLender’s obligations in respect of such Loansshare thereof. (c) Notwithstanding anything Entries made in good faith by the Administrative Agent in the Register pursuant to subsection (b) above shall be prima facie evidence of the contrary contained above in this Section 2.06 amount of principal and interest due and payable or elsewhere in to become due and payable from the Borrower, under this Agreement, Notes shall only be delivered to Lenders which at any time specifically request absent manifest error; provided, however, that the delivery of such Notes. No failure of the Administrative Agent to make an entry, or any Lender to request finding that an entry is incorrect, in the Register shall not limit or obtain a Note evidencing its Loans under a Tranche to the Borrower shall otherwise affect or in any manner impair the obligations of the Borrower to pay the Loans under such Tranche (and all related Obligations) incurred by the Borrower which would otherwise be evidenced thereby in accordance with the requirements of this Agreement, and shall not in any way affect the security or guarantees therefor provided pursuant to the various Loan Documents. Any Lender which does not have a Note evidencing its outstanding Loans shall in no event be required to make the notations otherwise described in preceding clause (b). At any time when any Lender requests the delivery of a Note to evidence any of its Loans under a Tranche, the Borrower shall promptly execute and deliver to the respective Lender the requested Note in the appropriate amount or amounts to evidence such Loans.

Promissory Notes. (a) The Borrower’s obligation to pay the principal of, and interest on, the Loans of any Class under a Tranche Each Loan made by each Lender shall be evidenced in the Term Loan Register maintained by the Administrative Agent pursuant to Section 12.15(a) or the RCF Register maintained by the Revolving Agent pursuant to Section 12.15(b), as applicable, and shall, if requested by such Lender, also be evidenced by a promissory note duly executed and promptly delivered by the Borrower substantially in the form of Exhibit G-1 (each, a “Term Facility A Note or Facility B Note” and, collectively, the “Term Notes”), Exhibit G-3 (each, a “Revolving Note” and, collectively, the “Revolving Notes”) or Exhibit G-4 (each, a “Swing Line Note” and, collectively, the “Swing Line Notes”), as the case may be. (b) Each Lender will note on its internal records , executed by the amount of each Loan of any Class under a Tranche made by it Borrower and each payment in respect thereof Guarantor, as “avalista,” and prior to any transfer of any of its Notes with respect to such Loans will endorse on representing the reverse side thereof the outstanding principal amount of such Loans evidenced thereby. Failure to make any such notation or any error in such notation shall not affect the Borrower’s obligations in respect of such Loans. (c) Notwithstanding anything to the contrary contained above in this Section 2.06 or elsewhere in this Agreement, Notes shall only be delivered to Lenders which at any time specifically request the delivery of such Notes. No failure of any Lender to request or obtain a Note evidencing its Loans under a Tranche to the Borrower shall affect or in any manner impair the obligations obligation of the Borrower to pay to such Lender the Loans under unpaid principal amount of such Tranche Loan, plus interest thereon as provided in Clause 9 (and all related ObligationsInterest). No Lender shall, in connection with the enforcement of any Note, be required to introduce into evidence or prove the existence of this Agreement or the other Finance Documents (other than such Note) incurred by or the making of Loans. In addition, the Borrower which would otherwise and each Guarantor shall, from time to time at its expense, execute and/or deliver to each Lender such amendments to the Notes, or replacement Notes, that may, in the judgment of such Lender, be evidenced thereby necessary and desirable in accordance with order to ensure that the requirements Notes duly reflect the terms of this Agreement. In addition, and without limiting the foregoing, in the event that (i) any Interest Period of a different duration from the prior Interest Period shall not in be selected with respect to any way affect the security or guarantees therefor provided Facility pursuant to Clause 10 (Interest Periods) or (ii) the various Loan Documents. Any Lender which does not have a Note evidencing its outstanding Loans Termination Date of any Facility shall in no event be required to make the notations otherwise described in preceding clause extended for any reason or (b). At any time when iii) any Lender requests the delivery of a Note to evidence assigns any of its Loans under a Trancherights and benefits in respect of any Utilisation or transfers by novation any of its rights, benefits and obligations in respect of any Utilisation pursuant to Clause 23 (Changes to the Lenders), the Borrower shall promptly and each Guarantor shall, at its expense, execute and deliver to the respective each Lender the requested Note under such Facility a replacement Note, which shall be subscribed in the appropriate amount or amounts same manner and on the same terms and conditions as the Note theretofore held by such Lender, and shall be delivered to evidence each such LoansLender no later than date on which any such change shall become effective.

Promissory Notes. (a) The Borrower’s obligation of the Borrower to repay the Loans made by a Lender and to pay interest thereon at the principal of, and interest on, the Loans of any Class under a Tranche made by each Lender shall be evidenced in the Term Loan Register maintained by the Administrative Agent pursuant to Section 12.15(a) or the RCF Register maintained by the Revolving Agent pursuant to Section 12.15(b), as applicable, and rates provided herein shall, if requested by upon the written KE 84627654 request of such Lender, also be evidenced by a promissory note duly executed and promptly delivered by the Borrower substantially notes in the form of Exhibit G-1 B-1 (eachindividually, a “Term Note” and, collectively, the “Term Notes”), ) and Exhibit G-3 B-2 (eachindividually, a “Revolving DSR Note” and, collectively, the “Revolving Notes”) or Exhibit G-4 (each, a “Swing Line Note” and, collectively, the “Swing Line DSR Notes”), as each payable to such requesting Lender or its registered assigns and in the case may be. (b) Each principal amount of such Lender’s Term Loan Commitment or DSR Loan Commitment, respectively. The Borrower authorizes each such requesting Lender will note to record on its internal records the schedule annexed to such Lender’s Note or Notes the date and amount of each Loan of any Class under a Tranche made by it such requesting Lender and each payment or prepayment of principal thereunder, and agrees that all such notations shall constitute prima facie evidence of the matters noted; provided that in respect thereof and prior to any transfer the event of any inconsistency between the records or books of its the Administrative Agent and any Lender’s records or Notes, the records of the Administrative Agent shall be conclusive and binding in the absence of manifest error. The Borrower further authorizes each such requesting Lender to attach to, and make a part of, such requesting Lender’s Note or Notes with respect to such Loans will endorse on continuations of the reverse side thereof the outstanding principal amount of such Loans evidenced therebyschedule attached thereto as necessary. Failure No failure to make any such notation or notations, nor any error errors in making any such notation notations, shall not affect the validity of the Borrower’s obligations in respect to repay the full unpaid principal amount of such Loans. (c) Notwithstanding anything to the contrary contained above in this Section 2.06 Loans or elsewhere in this Agreement, Notes shall only be delivered to Lenders which at any time specifically request the delivery of such Notes. No failure of any Lender to request or obtain a Note evidencing its Loans under a Tranche to the Borrower shall affect or in any manner impair the obligations duties of the Borrower to pay hereunder or thereunder. Upon the payment in full in cash of the aggregate principal amount of, and all accrued and unpaid interest on, the Loans under the Lenders holding such Tranche (Notes shall promptly ▇▇▇▇ the applicable Notes cancelled and all related Obligations) incurred by the Borrower which would otherwise be evidenced thereby in accordance with the requirements of this Agreement, and shall not in any way affect the security or guarantees therefor provided pursuant return such cancelled Notes to the various Loan Documents. Any Lender which does not have a Note evidencing its outstanding Loans shall in no event be required to make the notations otherwise described in preceding clause (b). At any time when any Lender requests the delivery of a Note to evidence any of its Loans under a Tranche, the Borrower shall promptly execute and deliver to the respective Lender the requested Note in the appropriate amount or amounts to evidence such LoansBorrower.

Promissory Notes. (a) The Borrower’s obligation to pay In the principal of, and interest on, event that any portion of the Loans of any Class under a Tranche made by each Lender Parcel F sales price shall be evidenced in the Term Loan Register maintained by the Administrative Agent pursuant to Section 12.15(a) or the RCF Register maintained by the Revolving Agent pursuant to Section 12.15(b), as applicable, and shall, if requested by such Lender, also be evidenced by a promissory note duly executed and promptly delivered by the Borrower substantially paid in the form of Exhibit G-1 a promissory note (eachany “Parcel F Note”) in favor of Borrower, a “Term Lender shall have the right to (i) review the proposed Parcel F Note” and, collectively, the credit and collateral securing the same, and other loan documents, and (ii) provide commercially reasonable comments thereto regarding the terms and conditions contained in such documents (the “Term NotesGTA Financing Comments”), Exhibit G-3 and Borrower shall, in a writing signed by the purchaser of Parcel F, endorse to GTA-IB the Parcel F Note (each, a “Revolving Note” and, collectively, and assign all security and other legal instruments to GTA-IB) and deliver the “Revolving Notes”Parcel F Note (and the security and other legal instruments) or Exhibit G-4 (each, a “Swing Line Note” and, collectively, the “Swing Line Notes”), as the case may be. (b) Each Lender will note on its internal records the amount of each Loan of any Class under a Tranche made by it to Escrow Agent. GTA-IB and each payment in respect thereof and prior to any transfer of any of its Notes with respect to such Loans will endorse on the reverse side thereof the outstanding principal amount of such Loans evidenced thereby. Failure to make any such notation or any error in such notation shall not affect the Borrower’s obligations in respect of such Loans. (c) Notwithstanding anything to the contrary contained above in this Section 2.06 or elsewhere in this Agreement, Notes shall only be delivered to Lenders which at any time specifically request the delivery of such Notes. No failure of any Lender to request or obtain a Note evidencing its Loans under a Tranche to the Borrower shall affect or in any manner impair direct the obligations of payor under the Borrower Parcel F Note to pay the Loans under such Tranche (and deliver all related Obligations) incurred by the Borrower payments to Escrow Agent, which would otherwise be evidenced thereby in accordance with the requirements sums, for purposes of this Agreement, shall be considered Proceeds. Borrower shall in good faith use commercially reasonable efforts to incorporate the GTA Financing Comments into the Parcel F Note and shall, prior to finalizing the Parcel F Note (and the security and other legal instruments related thereto), notify Lender of which, if any, of the GTA Financing Comments were not agreed to by the Parcel F buyer on a good faith, commercially reasonable basis, and Lender shall have an additional opportunity to provide its commercially reasonable comments to the revised draft Parcel F Note and the security and other legal instruments (the “Revised GTA Financing Comments”). Borrower shall be entitled to disbursements from the Net Proceeds being held in the Escrow Account, any and all reasonable and customary costs and expenses actually incurred by Borrower in connection with the collection of any obligations under the Parcel F Note, including, without limitation, reasonable attorneys’ fees and related costs. It is understood and agreed that Borrower shall have sole responsibility for collecting amounts due under any Parcel F Note (and/or under the security and other legal instruments related thereto) and shall not in remit such collections to the Escrow Account; provided, however, Borrower shall use diligent, good faith efforts to collect all sums due under any way affect Parcel F Note (and/or under the security and other legal instruments related thereto) on or guarantees therefor provided pursuant before the later of (i) two (2) years after the closing of the sale of Parcel F, and (ii) December 31, 2005. GTA-IB shall reasonably cooperate and provide Borrower with documents which may be reasonably required by Borrower to enable or assist Borrower in collecting sums due under any Parcel F Note (and/or under the security and other legal instruments related thereto), which shall expressly not include a power of attorney. Borrower shall have no liability to Lender for failure to collect any amounts due under any Parcel F Note (and/or under the security and other legal instruments related thereto), except to the various Loan Documents. Any Lender which does not have extent resulting from Borrower’s failure to diligently and in good faith seek to collect the same in a Note evidencing its outstanding Loans shall in no event be required to make the notations otherwise described in preceding clause (b). At commercially reasonable manner, gross negligence, self-dealing, any time when any Lender requests the delivery willful misconduct or fraud of a Note to evidence any of its Loans under a Tranche, the Borrower shall promptly execute and deliver to the respective Lender the requested Note in the appropriate amount or amounts to evidence such LoansBorrower.