Common use of Promissory Notes Clause in Contracts

Promissory Notes. The obligation of Borrower to repay the Loans made by each Lender and to pay interest thereon at the rates provided herein shall, upon the written request of any Lender, be evidenced by promissory notes in the form of Exhibit C (each, a “Revolving Note”), payable to such Lender and in the principal amount of such Lender’s Commitment. The obligation of Borrower to repay the Swingline Loans made by each Swingline Lender and to pay interest thereon at the rates provided herein shall, upon the written request of any Swingline Lender, be evidenced by a promissory note in the form of Exhibit D (each, a “Swingline Note”; and each Revolving Note and Swingline Note, a “Note”), payable to such Swingline Lender and in the principal amount of the Swingline Sublimit. Borrower authorizes each Lender to record on the schedule annexed to such Lender’s Note, and/or in such Lender’s internal records, the date and amount of each Loan made by such Lender, and each payment or prepayment of principal thereunder and agrees that all such notations shall constitute prima facie evidence of the matters noted. Borrower further authorizes each Lender to attach to and make a part of such Lender’s Note continuations of the schedule attached thereto as necessary. No failure to make any such notations, nor any errors in making any such notations shall affect the validity of Borrower’s obligation to repay the full unpaid principal amount of the Loans or the duties of Borrower hereunder or thereunder.

Promissory Notes. The obligation of Borrower to repay the Loans made by each Lender and to pay interest thereon at the rates provided herein shall, upon the written request of any Lender, be evidenced by promissory notes in the form of Exhibit C (each, a “Revolving Note”), payable to such Lender and in the principal amount of such LenderXxxxxx’s Commitment. The obligation of Borrower to repay the Swingline Loans made by each Swingline Lender and to pay interest thereon at the rates provided herein shall, upon the written request of any Swingline Lender, be evidenced by a promissory note in the form of Exhibit D (each, a “Swingline Note”; and each Revolving Note and Swingline Note, a “Note”), payable to such Swingline Lender and in the principal amount of the Swingline Sublimit. Borrower Xxxxxxxx authorizes each Lender to record on the schedule annexed to such LenderXxxxxx’s Note, and/or in such LenderXxxxxx’s internal records, the date and amount of each Loan made by such LenderXxxxxx, and each payment or prepayment of principal thereunder and agrees that all such notations shall constitute prima facie evidence of the matters noted. Borrower Xxxxxxxx further authorizes each Lender to attach to and make a part of such LenderXxxxxx’s Note continuations of the schedule attached thereto as necessary. No failure to make any such notations, nor any errors in making any such notations shall affect the validity of Borrower’s obligation to repay the full unpaid principal amount of the Loans or the duties of Borrower hereunder or thereunder.

Promissory Notes. The obligation of Borrower to repay the Loans made by each Lender a Bank and to pay interest thereon at the rates provided herein shall, upon the written request of any Lendersuch Bank, be evidenced by promissory notes in the form of Exhibit C B-1 (eachindividually, a “Revolving "Note”)" and, collectively, the "Notes") payable to the order of such Lender requesting Bank and in the principal amount of such Lender’s Commitment. The obligation of Borrower to repay Bank's Senior Loan Commitment or outstanding Loan balance, as the Swingline Loans made by each Swingline Lender and to pay interest thereon at the rates provided herein shall, upon the written request of any Swingline Lender, be evidenced by a promissory note in the form of Exhibit D (each, a “Swingline Note”; and each Revolving Note and Swingline Note, a “Note”), payable to such Swingline Lender and in the principal amount of the Swingline Sublimitcase may be. Borrower authorizes each Lender such requesting Bank to record on the schedule annexed to such Lender’s Note, and/or in such Lender’s internal recordsBank's Note or Notes, the date and amount of each Loan made by such Lenderrequesting Bank, 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 the event of any inconsistency between the records or books of Administrative Agent and any Bank's records or Notes, the records of Administrative Agent shall be conclusive and binding in the absence of manifest error. Borrower further authorizes each Lender such requesting Bank to attach to and make a part of such Lender’s requesting Bank's Note or Notes continuations of the schedule attached thereto as necessary. No failure to make any such notations, nor any errors in making any such notations notations, shall affect the validity of Borrower’s obligation 's obligations to repay the full unpaid principal amount of the Loans or the duties of Borrower 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, and upon the request of Borrower, the Banks holding such Notes shall promptly xxxx the applicable Notes cancelled and return such cancelled Notes to Borrower.

Promissory Notes. The obligation of Borrower to repay the Loans made by each a Lender and to pay interest thereon at the rates provided herein shall, upon the written request of any such Lender, be evidenced by promissory notes in the form of Exhibit C B (eachindividually, a “Revolving Note” and, collectively, the “Notes”), each payable to such requesting Lender and in the principal amount of such requesting Lender’s Loan Commitment. The obligation of Borrower to repay the Swingline Loans made by each Swingline Lender and to pay interest thereon at the rates provided herein shall, upon the written request of any Swingline Lender, be evidenced by a promissory note in the form of Exhibit D (each, a “Swingline Note”; and each Revolving Note and Swingline Note, a “Note”), payable to such Swingline Lender and in the principal amount of the Swingline Sublimit. Borrower authorizes each such requesting Lender to record on the schedule annexed to such Lender’s Note, and/or in such Lender’s internal recordsNote or Notes, the date and amount of each Loan made by 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 notednoted absent manifest error; provided, that in the event of any inconsistency between the records or books of 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. Borrower further authorizes each such requesting Lender to attach to and make a part of such requesting Lender’s Note or Notes continuations of the schedule attached thereto as necessary. No failure to make any such notations, nor any errors in making any such notations notations, shall affect the validity of Borrower’s obligation obligations to repay the full unpaid principal amount of the Loans or the duties of Borrower hereunder or thereunder. Upon Termination, the Lenders holding Notes shall promptly xxxx the applicable Notes cancelled and return such cancelled Notes to Borrower.

Promissory Notes. The obligation of Borrower to repay the Loans made by each Lender and to pay interest thereon at the rates provided herein shall, upon the written request of any Lender, be evidenced by promissory notes in the form of Exhibit C B (each, a “Revolving Note”), payable to such Lender and in the principal amount of such Lender’s Commitment. The obligation of Borrower to repay the Swingline Loans made by each Swingline Lender and to pay interest thereon at the rates provided herein shall, upon the written request of any Swingline Lender, be evidenced by a promissory note in the form of Exhibit D C (each, a “Swingline Note”; and each Revolving Note and Swingline Note, a “Note”), payable to such Swingline Lender and in the principal amount of the Swingline Sublimit. Borrower authorizes each Lender to record on the schedule annexed to such Lender’s Note, and/or in such Lender’s internal records, the date and amount of each Loan made by such Lender, and each payment or prepayment of principal thereunder and agrees that all such notations shall constitute prima facie evidence of the matters noted. Borrower further authorizes each Lender to attach to and make a part of such Lender’s Note continuations of the schedule attached thereto as necessary. No failure to make any such notations, nor any errors in making any such notations shall affect the validity of Borrower’s obligation to repay the full unpaid principal amount of the Loans or the duties of Borrower hereunder or thereunder.

Promissory Notes. The obligation Managing Member will have the authority, in its discretion, to cause the Company from time to time to make loans to Forest City Rental Properties Corporation, provided Forest City Rental Properties Corporation is a principal borrower under FCEI’s principal revolving credit facility, or to FCEI or another wholly owned subsidiary of FCEI that is a principal borrower under such credit facility (Forest City Rental Properties Corporation, FCEI or such other subsidiary, the “FCE Borrower”), but in each case only if no Class A Cumulative Distribution Shortfall exists at the time the loans are made. Each such loan will be represented by a promissory note payable to the Company and executed by the FCE Borrower, which promissory note will be in the form attached hereto as Exhibit B (a “Promissory Note”). Each Promissory Note will bear interest at a commercially reasonable rate. The obligations of the borrower under each Promissory Note may, if the Managing Member deems necessary or appropriate, be subordinated to the obligations of FCEI and the FCE Borrower under FCEI’s and the FCE Borrower’s principal revolving credit facilities. Any such subordination of the Promissory Notes will be evidenced by a subordination agreement in form and substance satisfactory to repay the Loans made lenders under such credit facilities, provided that any such subordination agreement does not preclude the repayment of the Promissory Notes in accordance with their terms and this Agreement unless there is a default under such credit facility. If the FCE Borrower that signs any Promissory Note ceases at any time to be a principal borrower under FCEI’s principal revolving credit facility, FCEI will immediately cause the Promissory Note to be assumed by each Lender FCEI or another wholly owned subsidiary of FCEI that is a principal borrower under such credit facility. If a Class A Cumulative Distribution Shortfall occurs while any Promissory Notes are outstanding, the Managing Member will cause the Company to demand payment of the Promissory Notes in an amount equal to the lesser of (a) the amount of the Class A Cumulative Distribution Shortfall and (b) the unpaid principal balance of all Promissory Notes then outstanding. If the Company receives an Exchange Notice and either (i) elects to pay interest thereon at the rates provided herein shallExchange Consideration in cash rather than assign the obligation to pay the Exchange Consideration to FCEI and does not have enough cash to pay the Exchange Consideration in full, (ii) elects to assign the obligation to pay the Exchange Consideration to FCEI, but FCEI declines to assume the obligation and the Company does not have enough cash to pay the Exchange Consideration in full or (iii) the Company is being dissolved and its assets are being liquidated, the Managing Member will cause the Company to demand payment of the Promissory Notes in an amount equal to the lesser of (x) the amount needed to pay the Exchange Consideration in full (if applicable) and (y) the unpaid principal balance of all Promissory Notes then outstanding. In the event that the Managing Member does not cause the Company to demand payment of the Promissory Notes pursuant to the foregoing two sentences, the Members holding a majority of the then outstanding Class A Common Units will have the right to cause the Company to demand payment and enforce its rights under the Promissory Notes. In addition to the Company’s obligations under Section 5.5, upon the written request of any Lendera Member holding Class A Common Units, be evidenced by promissory notes in the form of Exhibit C (each, a “Revolving Note”), payable to Managing Member will provide such Lender and in Member with the principal amount of such Lender’s Commitment. The obligation of Borrower each loan outstanding pursuant to repay the Swingline Loans made by each Swingline Lender and to pay interest thereon at the rates provided herein shallthis Section 6.3, upon the written request of any Swingline Lender, be evidenced by together with a promissory note in the form of Exhibit D (each, a “Swingline Note”; and each Revolving Note and Swingline Note, a “Note”), payable to such Swingline Lender and in the principal amount copy of the Swingline Sublimit. Borrower authorizes Promissory Note evidencing each Lender to record on the schedule annexed to such Lender’s Note, and/or in such Lender’s internal records, the date loan and amount of each Loan made by such Lender, and each payment or prepayment of principal thereunder and agrees that all such notations shall constitute prima facie evidence of the matters noted. Borrower further authorizes each Lender to attach to and make a part of such Lender’s Note continuations of the schedule attached thereto as necessary. No failure to make any such notations, nor any errors in making any such notations shall affect the validity of Borrower’s obligation to repay the full unpaid principal amount of the Loans or the duties of Borrower hereunder or thereundersubordination agreements.

Promissory Notes. The If requested by any Bank, or any Lender Group Agent on behalf of its respective Lender Group, (a) the obligation of Borrower to repay the Construction Loans made by each such Bank or such Lender Group and to pay interest thereon at the rates provided herein shall, upon the written request of any Lender, be evidenced by promissory notes in the form of Exhibit C (each, a “Revolving Note”), payable to such Lender and in the principal amount of such Lender’s Commitment. The obligation of Borrower to repay the Swingline Loans made by each Swingline Lender and to pay interest thereon at the rates provided herein shall, upon the written request of any Swingline Lender, shall be evidenced by a promissory note in the form of Exhibit D B-1 hereto (each, a “Swingline "Construction Loan Note”; and each Revolving Note and Swingline Note, a “Note”"), payable to the order of such Swingline 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, (b) the Swingline Sublimitobligation 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 Group Agent to record on the schedule schedules annexed to such Lender’s Note, and/or in such Lender’s internal records, its respective Note or Notes the date and amount of each Loan made by such LenderBank or by the Lender Group of such Lender Group Agent, and each payment repayment or prepayment of principal thereunder thereunder, and agrees that all such notations shall constitute prima facie evidence of the matters noted. Borrower ; provided that in the event of any inconsistency between the Register and any Bank's or Lender Group Agent's records, the recordations in the Register shall govern; and provided, further authorizes each Lender that neither the failure to attach to and make a part of such Lender’s issue any Note continuations of the schedule attached thereto as necessary. No failure or to make any such notationsnotation, nor any errors error in making any such notations notation, shall affect the validity of Borrower’s obligation 's obligations to repay the full unpaid principal amount of the Loans or the duties other obligations of Borrower hereunder or thereunderunder the Notes. Borrower further authorizes each Bank and each Lender Group Agent which receives a Note to attach to and make a part of such Note continuations of the schedule attached thereto as necessary.

Promissory Notes. The obligation of Borrower to repay the Term Loans made by each a Lender and to pay interest thereon at the rates provided herein shall, upon the written request of any such Lender, be evidenced by promissory notes in the form of Exhibit C B (eachindividually, a “Revolving "Note”" and, collectively, the "Notes"), each payable to the order of such requesting Lender and in the principal amount of such Lender’s 's Term Loan Commitment. The obligation of Borrower to repay the Swingline Loans made by each Swingline Lender and to pay interest thereon at the rates provided herein shall, upon the written request of any Swingline Lender, be evidenced by a promissory note in the form of Exhibit D (each, a “Swingline Note”; and each Revolving Note and Swingline Note, a “Note”), payable to such Swingline Lender and in the principal amount of the Swingline Sublimit. Borrower authorizes each such requesting Lender to record on the schedule annexed to such Lender’s 's Note, and/or in such Lender’s internal records, the date and amount of each the Term Loan made by 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 the event of any inconsistency between the records or books of Administrative Agent and any Lender's records or Note, the records of Administrative Agent shall be conclusive and binding in the absence of manifest error. Borrower further authorizes each such requesting Lender to attach to and make a part of such requesting Lender’s 's Note continuations of the schedule attached thereto as necessary. No failure to make any such notations, nor any errors in making any such notations notations, shall affect the validity of Borrower’s obligation 's obligations to repay the full unpaid principal amount of the Term Loans or the duties of Borrower hereunder or thereunder. Upon the payment in full in cash of the aggregate principal amount of, and all accrued and unpaid interest on, the Term Loans, the Lenders holding such Notes shall promptly xxxx the applicable Notes cancelled and return such cancelled Notes to Borrower.

Promissory Notes. The obligation of Borrower to repay the Loans made by each a Lender and to pay interest thereon at the rates provided herein shall, upon the written request of any such Lender, be evidenced by promissory notes in substantially the form of Exhibit C B (eachindividually, a “Revolving Note” and, collectively, the “Notes”), each payable to such requesting Lender or its registered assigns and in the principal amount of such Lender’s Commitment. The obligation of Borrower to repay the Swingline Loans made by each Swingline Lender and to pay interest thereon at the rates provided herein shall, upon the written request of any Swingline Lender, be evidenced by a promissory note in the form of Exhibit D (each, a “Swingline Note”; and each Revolving Note and Swingline Note, a “Note”), payable to such Swingline Lender and in the principal amount of the Swingline Sublimit. Borrower authorizes each such requesting Lender to record on the schedule annexed to such Lender’s Note, and/or in such Lender’s internal records, Note the date and amount of each Loan made by such Lender, requesting Lender and each payment or prepayment of principal thereunder thereunder, and agrees that all such notations shall constitute prima facie evidence of the matters noted; provided that in the event of any inconsistency between the records or books of 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. Borrower further authorizes each such requesting Lender to attach to to, and make a part of of, such requesting Lender’s Note or Notes continuations of the schedule attached thereto as necessary. No failure to make any such notations, nor any errors in making any such notations notations, shall affect the validity of Borrower’s obligation obligations to repay the full unpaid principal amount of the Loans or the duties of Borrower 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 the Lenders holding such Notes shall promptly xxxx the applicable Notes cancelled and return such cancelled Notes to Borrower.

Promissory Notes. The Each Borrower agrees that to further evidence its obligation of Borrower to repay its Loans, with interest thereon, it shall issue and deliver to the Loans made by Facility Agent on the Borrowing Date for each Lender and such Loan either a Floating Rate Note or a Fixed Rate Note, as applicable; provided that at no time shall there be more than one (1) Note per Loan. Subject to pay interest thereon at Section 3.4(b), each Note as originally delivered to the rates provided herein shallFacility Agent shall (i) be dated as of the relevant Borrowing Date, upon (ii) be in a principal amount equal to the written request amount of any Lenderthe relevant Loan to be disbursed on such Borrowing Date, (iii) be evidenced by promissory notes substantially in the form of Exhibit C X-x or B-2 hereto, as the case may be, (eachiv) be repayable as to principal in accordance with the provisions of this Agreement, (v) if such Note is a “Revolving Floating Rate Note”), payable have a payment schedule providing for monthly installments of principal on the relevant Loan Payment Dates calculated on a "mortgage style" basis by application of an assumed interest rate equal to the Relevant Rate for the relevant Loan resulting in increasing payments of principal during the relevant repayment period, (vi) if such Lender Note is a Fixed Rate Note, have a payment schedule providing for quarterly installments of principal on the relevant Loan Payment Dates calculated on a "mortgage style" basis by application of an assumed interest rate equal to the applicable Fixed Rate resulting in increasing payments of principal during the relevant repayment period, (vii) bear interest in accordance with the appropriate provisions of this Agreement, (viii) be otherwise in conformity with the terms of this Agreement, and (ix) designate the applicable Aircraft to which it relates. Each Note shall be the legal, valid and enforceable obligation of the relevant Borrower and shall be enforceable against such Borrower in accordance with its terms. If a Note is mutilated, lost, stolen or destroyed, the relevant Borrower shall issue a new Note of the same date, type, maturity and denomination as the Note so mutilated, lost, stolen or destroyed; provided that, in the case of a mutilated Note, such mutilated Note shall be simultaneously delivered to the relevant Borrower through Ex-Im Bank (for cancellation of the Ex-Im Bank Guarantee endorsement affixed thereon) and in the principal amount case of a lost, stolen or destroyed Note, there shall first be furnished to the relevant Borrower, the corresponding Lessee, GFC and Ex-Im Bank an instrument of indemnity from the Facility Agent which holds such Borrower, such Lessee, GFC and Ex-Im Bank harmless from any actual loss on the purportedly destroyed, lost or stolen Note and evidence of such Lender’s Commitment. The obligation loss, theft or destruction reasonably satisfactory to each of them, together with an officer's certificate of such Borrower certifying and warranting as to repay the Swingline Loans made due authorization, execution and 6 <PAGE> [Loan Agreement] delivery of such new Note, and (if requested by each Swingline Lender Ex-Im Bank in its reasonable discretion and to pay interest thereon at the rates provided herein shallsole cost of the Facility Agent) an opinion of such Borrower's counsel as to due authorization, upon the written request execution and delivery of any Swingline Lender, be evidenced by a promissory note in the form of Exhibit D (each, a “Swingline Note”; and each Revolving Note and Swingline such new Note, a “Note”)and the legality, payable to such Swingline Lender validity, binding nature and in the principal amount of the Swingline Sublimitenforceability thereof. Borrower authorizes each Lender to record on the schedule annexed to such Lender’s Note, and/or in such Lender’s internal records, the date and amount of each Loan made by such Lender, and each payment or prepayment of principal thereunder and agrees that all such notations shall constitute prima facie evidence of the matters noted. Borrower further authorizes each Lender to attach to and make a part of such Lender’s Note continuations of the schedule attached thereto as necessary. No failure to make any such notations, nor any errors in making any such notations shall affect the validity of Borrower’s obligation to repay the full unpaid principal amount of the Loans or the duties of Borrower hereunder or thereunder.3.4

Promissory Notes. The obligation of Borrower to repay the Loans made by each Lender and to pay interest thereon at the rates provided herein shall, upon the written request of any Lender, be evidenced by promissory notes in the form of Exhibit C (each, a “Revolving Note”), payable to such Lender and in the principal amount of such Lender’s Commitment. The obligation of Borrower to repay the Swingline Loans made by each Swingline Lender and to pay interest thereon at the rates provided herein shall, upon the written request of any Swingline Lender, be evidenced by a promissory note in the form of Exhibit D (each, a “Swingline Note”; and each Revolving Note and Swingline Note, a “Note”), payable to such Swingline Lender and in the principal amount of the Swingline Sublimit. Borrower authorizes each Lender to record on the schedule annexed to such Lender’s Note, and/or in such Lender’s internal records, the date and amount of each Loan made by such Lender, and each payment or prepayment of principal thereunder and agrees that all such notations shall constitute prima facie evidence of the matters noted. Borrower further authorizes each Lender to attach to and make a part of such Lender’s Note continuations of the schedule attached thereto as necessary. No failure to make any such notations, nor any errors in making any such notations shall affect the validity of Borrower’s obligation to repay the full unpaid Loan will be evidenced by Promissory Notes in favor of each Lender. The Advances made by each Lender shall be evidenced by a single Promissory Note, dated, in the case of (i) any Lender party hereto as of the date of this Agreement, or (ii) any Lender that becomes a party hereto pursuant to an assignment, as of the effective date of the assignment, payable to the order of such Lender in a principal amount equal to its commitment as in effect on such date, and otherwise duly completed. In the event that any Lender’s commitment increases or decreases for any reason, the Borrower shall deliver or cause to be delivered on the effective date of such increase or decrease (and upon the surrender of any then existing Promissory Note evidencing the same obligation), a new Promissory Note payable to the order of such Lender in a principal amount equal to its commitment after giving effect to such increase or decrease, and otherwise duly completed. The date, amount, interest rate of each Advance made by each Lender, and all payments made on account of the Loans principal thereof, shall be recorded by such Lender on its books for its Promissory Note, and, prior to any transfer, may be endorsed by such Lender on a schedule attached to such Promissory Note or any continuation thereof or on any separate record maintained by such Lender. Failure to make any such notation or to attach a schedule shall not affect any Lender’s or Borrower’s rights or obligations in respect of such Advances or affect the duties validity of Borrower hereunder or thereundersuch transfer by any Lender of its Promissory Note.

Promissory Notes. The obligation of Borrower Co-Borrowers to repay the Loans made by each a Lender and to pay interest thereon at the rates provided herein shall, upon the written request of any such Lender, be evidenced by promissory notes in the form of Exhibit C B‑1 (eachindividually, a “Revolving Construction Note” and, collectively, the “Construction Notes”) and Exhibit B-2 (individually, a “Term Note” and, collectively, the “Term Notes”), each payable to such requesting Lender or its registered assigns and in the principal amount of such Lender’s Construction Loan Commitment or Term Loan Commitment, respectively. The obligation of Borrower to repay the Swingline Loans made by Co-Borrowers authorize each Swingline Lender and to pay interest thereon at the rates provided herein shall, upon the written request of any Swingline Lender, be evidenced by a promissory note in the form of Exhibit D (each, a “Swingline Note”; and each Revolving Note and Swingline Note, a “Note”), payable to such Swingline Lender and in the principal amount of the Swingline Sublimit. Borrower authorizes each requesting Lender to record on the schedule annexed to such Lender’s Note, and/or in such Lender’s internal recordsNote or Notes, the date and amount of each Loan made by 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 the event of any inconsistency between the records or books of 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. Borrower Co-Borrowers further authorizes authorize each such requesting Lender to attach to and make a part of such requesting Lender’s Note or Notes continuations of the schedule attached thereto as necessary. No failure to make any such notations, nor any errors in making any such notations notations, shall affect the validity of Borrower’s obligation Co-Borrowers’ obligations to repay the full unpaid principal amount of the Loans or the duties of Borrower Co-Borrowers 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, or in the case of Construction Loans, upon Term Conversion, the Lenders holding such Notes shall promptly xxxx the applicable Notes cancelled and return such cancelled Notes to Co-Borrowers. Term Notes (if any) shall be delivered to the applicable Term Lenders on the Term Conversion Date in accordance with Section 3.3.8.

Promissory Notes. The obligation of the Borrower to repay the Loans made by each a Lender and to pay interest thereon at the rates provided herein shall, upon the written request of any such Lender, be evidenced by promissory notes in the form of Exhibit C B-1 (eachindividually, a “Revolving Term Note” and, collectively, the “Term Notes”) and Exhibit B-2 (individually, a “DSRRevolving Loan Note” and, collectively, the “DSRRevolving Loan Notes”), each payable to such requesting Lender or its registered assigns and in the principal amount of such Lender’s (i) Term Loan Commitment and Incremental Term Loan Commitment, with respect to the Term Notes, or (ii) DSRRevolving Loan Commitment, with respect to the DSRRevolving Loan Notes. The obligation of Borrower to repay the Swingline Loans made by each Swingline Lender and to pay interest thereon at the rates provided herein shall, upon the written request of any Swingline Lender, be evidenced by a promissory note in the form of Exhibit D (each, a “Swingline Note”; and each Revolving Note and Swingline Note, a “Note”), payable to such Swingline Lender and in the principal amount of the Swingline Sublimit. Borrower authorizes each such requesting Lender to record on the schedule annexed to such LenderXxxxxx’s Note, and/or in such Lender’s internal records, Note or Notes the date and amount of each Loan made by such Lender, requesting Lender and KE 103372065 each payment or prepayment of principal thereunder thereunder, and agrees that all such notations shall constitute prima facie evidence of the matters noted; provided that in the event of any inconsistency between the records or books of the Administrative Agent and any Xxxxxx’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 to, and make a part of of, such requesting Lender’s Note or Notes continuations of the schedule attached thereto as necessary. No failure to make any such notations, nor any errors in making any such notations notations, shall affect the validity of the Borrower’s obligation obligations to repay the full unpaid principal amount of the Loans or the duties of the Borrower 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 the Lenders holding such Notes shall promptly mark the applicable Notes cancelled and return such cancelled Notes to the Borrower.

Promissory Notes. The obligation of Borrower Borrowers to repay the Loans made by each a Lender and to pay interest thereon at the rates provided herein shall, upon the written request of any such Lender, be evidenced by promissory notes in the form of Exhibit C B-1 (eachindividually, a “Construction Note” and, collectively, the “Construction Notes”), Exhibit B-2 (individually, a “Term Note” and, collectively, the “Term Notes”), Exhibit B-3 (individually, a “Renegy Term Note” and, collectively, the “Renegy Term Notes”), Exhibit B-4 (individually, a “Revolving Note” and, collectively, the “Revolving Notes”), and Exhibit B-5 (individually, a “LC Loan Note” and, collectively, the “LC Loan Notes”) each payable to the order of such requesting Lender and in the principal amount of such Lender’s Construction Loan Commitment. The obligation of Borrower to repay the Swingline Loans made by each Swingline Lender , Term Loan Commitment, Renegy Term Loan Commitment, Revolving Loan Commitment, and to pay interest thereon at the rates provided herein shall, upon the written request of any Swingline Lender, be evidenced by a promissory note in the form of Exhibit D (each, a “Swingline Note”; and each Revolving Note and Swingline Note, a “Note”), payable to such Swingline Lender and in the principal amount component of the Swingline SublimitLC Commitment respectively. Borrower authorizes Borrowers authorize each such requesting Lender to record on the schedule annexed to such Lender’s Note, and/or in such Lender’s internal recordsNote or Notes, the date and amount of each Loan made by such requesting Lender, and each payment or prepayment of principal thereunder and agrees agree that all such notations shall constitute prima facie evidence of the matters noted; provided, that in the event of any inconsistency between the records or books of 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. Borrower Borrowers further authorizes authorize each such requesting Lender to attach to and make a part of such requesting Lender’s Note or Notes continuations of the schedule attached thereto as necessary. No failure to make any such notations, nor any errors in making any such notations notations, shall affect the validity of Borrower’s obligation Borrowers’ obligations to repay the full unpaid principal amount of the Loans or the duties of Borrower Borrowers hereunder or thereunder. Upon the payment in full in cash of the aggregate principal amount of, and all accrued and unpaid interest on, the applicable Loans, or in the case of Construction Notes, upon Term-Conversion, the Lenders holding Notes shall promptly xxxx the applicable Notes cancelled and return such cancelled Notes to Borrowers.

Promissory Notes. The obligation of Borrower to repay the Loans made by each Lender and to pay interest thereon at the rates provided herein shall, upon the written request of any Lender, be evidenced by promissory notes in the form of Exhibit C (each, a “Revolving Note”), payable to such Lender and in the principal amount of such LenderXxxxxx’s Commitment. The obligation of Borrower to repay the Swingline Loans made by each Swingline Lender and to pay interest thereon at the rates provided herein shall, upon the written request of any Swingline Lender, be evidenced by a promissory note in the form of Exhibit D (each, a “Swingline Note”; and each Revolving Note and Swingline Note, a “Note”), payable to such Swingline Lender and in the principal amount of the Swingline Sublimit. Borrower Xxxxxxxx authorizes each Lender to record on the schedule annexed to such LenderXxxxxx’s Note, and/or in such LenderXxxxxx’s internal records, the date and amount of each Loan made by such LenderXxxxxx, and each payment or prepayment of principal thereunder and agrees that all such notations shall constitute prima facie evidence of the matters noted. Borrower Xxxxxxxx further authorizes each Lender to attach to and make a part of such LenderXxxxxx’s Note continuations of the schedule attached thereto as necessary. No failure to make any such notations, nor any errors in making any such notations shall affect the validity of Borrower’s obligation to repay the full unpaid principal amount of the Loans or the duties of Borrower hereunder or thereunder.

Promissory Notes. The obligation of the Borrower to repay the Loans made by each a Lender and to pay interest thereon at the rates provided herein shall, upon the written request of any such Lender, be evidenced by promissory notes in the form of Exhibit C B-1 (eachindividually, a “Revolving Term Note” and, collectively, the “Term Notes”) and Exhibit B-2 (individually, a “DSR Note” and, collectively, the “DSR Notes”), each payable to such requesting Lender or its registered assigns and in the principal amount of such Lender’s (i) Term Loan Commitment and Incremental Term Loan Commitment, with respect to the Term Notes, or (ii) DSR Loan Commitment, with respect to the DSR Notes. The obligation of Borrower to repay the Swingline Loans made by each Swingline Lender and to pay interest thereon at the rates provided herein shall, upon the written request of any Swingline Lender, be evidenced by a promissory note in the form of Exhibit D (each, a “Swingline Note”; and each Revolving Note and Swingline Note, a “Note”), payable to such Swingline Lender and in the principal amount of the Swingline Sublimit. Borrower authorizes each such requesting Lender to record on the schedule annexed to such LenderXxxxxx’s Note, and/or in such Lender’s internal records, Note or Notes the date and amount of each Loan made by such Lender, requesting Lender and each payment or prepayment of principal thereunder thereunder, and agrees that all such notations shall constitute prima facie evidence of the matters noted; provided that in the event of any inconsistency between the records or books of the Administrative Agent and any Xxxxxx’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 to, and make a part of of, such requesting Lender’s Note or Notes continuations of the schedule attached thereto as necessary. No failure to make any such notations, nor any errors in making any such notations notations, shall affect the validity of the Borrower’s obligation obligations to repay the full unpaid principal amount of the Loans or the duties of the Borrower 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 the Lenders holding such Notes shall promptly mark the applicable Notes cancelled and return such cancelled Notes to the Borrower.

Promissory Notes. The obligation of Borrower Co-Borrowers to repay the Loans made by each a Lender and to pay interest thereon at the rates provided herein shall, upon the written request of any such Lender, be evidenced by promissory notes in the form of Exhibit C B‑1 (eachindividually, a “Revolving Construction Note” and, collectively, the “Construction Notes”), Exhibit B-2 (individually, a “Term Note” and, collectively, the “Term Notes”) and Exhibit B-3 (individually, an “LC Note” and, collectively, the “LC Notes”), each payable to such requesting Lender or its registered assigns and in the principal amount of such Lender’s Construction Loan Commitment, Term Loan Commitment or LC Commitment, respectively. The obligation of Borrower to repay the Swingline Loans made by Co-Borrowers authorize each Swingline Lender and to pay interest thereon at the rates provided herein shall, upon the written request of any Swingline Lender, be evidenced by a promissory note in the form of Exhibit D (each, a “Swingline Note”; and each Revolving Note and Swingline Note, a “Note”), payable to such Swingline Lender and in the principal amount of the Swingline Sublimit. Borrower authorizes each requesting Lender to record on the schedule annexed to such Lender’s Note, and/or in such Lender’s internal recordsNote or Notes, the date and amount of each Loan made by 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 the event of any inconsistency between the records or books of 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. Borrower Co-Borrowers further authorizes authorize each such requesting Lender to attach to and make a part of such requesting Lender’s Note or Notes continuations of the schedule attached thereto as necessary. No failure to make any such notations, nor any errors in making any such notations notations, shall affect the validity of Borrower’s obligation Co-Borrowers’ obligations to repay the full unpaid principal amount of the Loans or the duties of Borrower Co-Borrowers 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, or in the case of Construction Loans, upon Term Conversion, the Lenders holding such Notes shall promptly xxxx the applicable Notes cancelled and return such cancelled Notes to Co-Borrowers. Term Notes (if any) shall be delivered to the applicable Term Lenders on the Term Conversion Date in accordance with Section 3.3.8.

Promissory Notes. The obligation of the Borrower to repay the Loans made by each a Lender and to pay interest thereon at the rates provided herein shall, upon the written KE 84627654 request of any such Lender, be evidenced by promissory notes in the form of Exhibit C B-1 (eachindividually, a “Revolving Term Note” and, collectively, the “Term Notes”) and Exhibit B-2 (individually, a “DSR Note” and, collectively, the “DSR Notes”), each payable to such requesting Lender or its registered assigns and in the principal amount of such Lender’s Term Loan Commitment or DSR Loan Commitment, respectively. The obligation of Borrower to repay the Swingline Loans made by each Swingline Lender and to pay interest thereon at the rates provided herein shall, upon the written request of any Swingline Lender, be evidenced by a promissory note in the form of Exhibit D (each, a “Swingline Note”; and each Revolving Note and Swingline Note, a “Note”), payable to such Swingline Lender and in the principal amount of the Swingline Sublimit. Borrower authorizes each such requesting Lender to record on the schedule annexed to such Lender’s Note, and/or in such Lender’s internal records, Note or Notes the date and amount of each Loan made by such Lender, requesting Lender and each payment or prepayment of principal thereunder thereunder, and agrees that all such notations shall constitute prima facie evidence of the matters noted; provided that in the event of any inconsistency between the records or books of 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 to, and make a part of of, such requesting Lender’s Note or Notes continuations of the schedule attached thereto as necessary. No failure to make any such notations, nor any errors in making any such notations notations, shall affect the validity of the Borrower’s obligation obligations to repay the full unpaid principal amount of the Loans or the duties of the Borrower 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 the Lenders holding such Notes shall promptly xxxx the applicable Notes cancelled and return such cancelled Notes to the Borrower.

Promissory Notes. The obligation of Borrower Borrowers to repay the Loans made by each a Lender and to pay interest thereon at the rates provided herein shall, upon the written request of any such Lender, be evidenced by promissory notes in the form of Exhibit C B-1 (eachindividually, a “"Construction Note" and, collectively, the "Construction Notes"), Exhibit B-2 (individually, a "Term Note" and, collectively, the "Term Notes"), Exhibit B-3 (individually, a "Renegy Term Note" and, collectively, the "Renegy Term Notes"), Exhibit B-4 (individually, a "Revolving Note”" and, collectively, the "Revolving Notes"), and Exhibit B-5 (individually, a "LC Loan Note" and, collectively, the "LC Loan Notes") each payable to the order of such requesting Lender and in the principal amount of such Lender’s 's Construction Loan Commitment. The obligation of Borrower to repay the Swingline Loans made by each Swingline Lender , Term Loan Commitment, Renegy Term Loan Commitment, Revolving Loan Commitment, and to pay interest thereon at the rates provided herein shall, upon the written request of any Swingline Lender, be evidenced by a promissory note in the form of Exhibit D (each, a “Swingline Note”; and each Revolving Note and Swingline Note, a “Note”), payable to such Swingline Lender and in the principal amount component of the Swingline SublimitLC Commitment respectively. Borrower authorizes Borrowers authorize each such requesting Lender to record on the schedule annexed to such Lender’s Note, and/or in such Lender’s internal records's Note or Notes, the date and amount of each Loan made by such requesting Lender, and each payment or prepayment of principal thereunder and agrees agree that all such notations shall constitute prima facie evidence of the matters noted; provided, that in the event of any inconsistency between the records or books of 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. Borrower Borrowers further authorizes authorize each such requesting Lender to attach to and make a part of such requesting Lender’s 's Note or Notes continuations of the schedule attached thereto as necessary. No failure to make any such notations, nor any errors in making any such notations notations, shall affect the validity of Borrower’s obligation Borrowers' obligations to repay the full unpaid principal amount of the Loans or the duties of Borrower Borrowers hereunder or thereunder. Upon the payment in full in cash of the aggregate principal amount of, and all accrued and unpaid interest on, the applicable Loans, or in the case of Construction Notes, upon Term-Conversion, the Lenders holding Notes shall promptly mark the applicable Notes cancelled and return such cancelled Notes xx Xorrowers.

Promissory Notes. The obligation of Borrower to repay the Loans made by each Lender and to pay interest thereon at the rates provided herein shallherein, upon the written request of if requested by any Lender, shall be evidenced by promissory notes in the form of Exhibit C B-1 (eachindividually, a “Revolving Construction Loan Note,” and collectively, the “Construction Loan Notes”), Exhibit B-2 (individually, a “Term Loan Note,” and collectively, the “Term Loan Notes”), Exhibit B-3 (individually, an “Equity Bridge Loan Note,” and collectively, the “Equity Bridge Loan Notes”), and each payable to the order of such Lender and in the principal amount of such Lender’s Construction Loan Commitment, such Lender’s Term Loan Commitment and such Lender’s Equity Bridge Loan Commitment, respectively. The obligation of Borrower to repay the Swingline Loans made by each Swingline Lender and to pay interest thereon at the rates provided herein shall, upon the written request of any Swingline Lender, be evidenced by a A promissory note shall not be necessary in order to evidence any DSRA LC Loan or the form of Exhibit D (each, a “Swingline Note”; and each Revolving Note and Swingline Note, a “Note”), payable to such Swingline Lender and in the principal amount of the Swingline SublimitEnergy Hedge LC Loans. Borrower authorizes each Lender to record on the schedule annexed to such Lender’s Note, and/or in such Lender’s internal records, Note or Notes the date and amount of each Loan made by such Lender, Lender and each payment or prepayment of principal thereunder thereunder, provided that in the event of any inconsistency between the Register and agrees any Lender’s records, the recordations in the Register shall govern; and provided, further that all neither the failure to make any such notations notation nor any error in such notation shall constitute prima facie evidence affect the validity of any Lender’s Commitment or Borrower’s obligations to repay the full unpaid principal amount of the matters notedLoans 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 Lender’s Note or Notes continuations of the schedule attached thereto as necessary. No failure A promissory note shall not be necessary in order to make evidence any such notations, nor any errors in making any such notations shall affect the validity of Borrower’s obligation to repay the full unpaid principal amount of the Loans DSRA LC Loan or the duties of Borrower hereunder or thereunderEnergy Hedge LC Loan.

Promissory Notes. The obligation Indebtedness of the Borrower to repay each ---------------- Lender under the Loans made by each Lender and to pay interest thereon at the rates provided herein shall, upon the written request of any Lender, be evidenced by promissory notes in the form of Exhibit C (each, a “Revolving Note”), payable to such Lender and in the principal amount of such Lender’s Commitment. The obligation of Borrower to repay the Swingline Loans made by each Swingline Lender and to pay interest thereon at the rates provided herein shall, upon the written request of any Swingline Lender, Credit Loan will be evidenced by a promissory note Revolving Credit Note executed by Borrower in the form favor of Exhibit D (each, a “Swingline Note”; and each Revolving Note and Swingline Note, a “Note”), payable to such Swingline Lender and in the principal amount of the Swingline Sublimit. Borrower authorizes each Lender to record on the schedule annexed to such Lender’s Note, and/or in such Lender’s internal records, the date and amount of each Loan made by such Lender, and each payment or prepayment of principal thereunder and agrees that all such notations shall constitute prima facie evidence the Indebtedness of the matters noted. Borrower further authorizes to each Lender to attach to and make under the Term Loan will be evidenced by a part Term Note executed by Borrower in favor of such Lender’s Note continuations of the schedule attached thereto as necessary. No failure to make any such notations, nor any errors in making any such notations shall affect the validity of Borrower’s obligation to repay the full unpaid The original principal amount of each Lender's Revolving Credit Note and Term Note will be in the Loans amount identified in Schedule 1 attached hereto as its Maximum Principal Amount with respect to the Revolving Credit Loan and the Term Loan, respectively; provided, however, that notwithstanding the face amount of each 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 be deemed to have extinguished or discharged the indebtedness under the Prior Notes or the duties collateral security therefore, all of Borrower hereunder or thereunderwhich shall continue under and be governed by the Notes and the other Loan Documents.

Promissory Notes. The obligation Indebtedness of the Borrower to repay each Bank ---------------- under the Loans made by each Lender and to pay interest thereon at the rates provided herein shall, upon the written request of any Lender, be evidenced by promissory notes in the form of Exhibit C (each, a “Revolving Note”), payable to such Lender and in the principal amount of such Lender’s Commitment. The obligation of Borrower to repay the Swingline Loans made by each Swingline Lender and to pay interest thereon at the rates provided herein shall, upon the written request of any Swingline Lender, Loan will be evidenced by a promissory note Revolving Note executed by Borrower in favor of such Bank. The Indebtedness of Borrower to each Bank under the form Acquisition Loan will be evidenced by an Acquisition Note executed by Borrower in favor of Exhibit D (each, a “Swingline Note”; and such Bank. The Indebtedness of Borrower to each Bank under the RSD Loan will be evidenced by an RSD Note executed by Borrower in favor of such Bank. The Indebtedness of Borrower to each Bank under the LHS Loan will be evidenced by an LHS Note executed by Borrower in favor of such Bank. The original principal amount of each Bank's Revolving Note and Swingline Note, a “Note”), payable to such Swingline Lender and Acquisition Note will each be in the amount identified in Schedule 1 attached hereto as its Total Unallocated Maximum Principal Amount, and the original principal amount of each Bank's RSD Note and LHS Note will be in the Swingline Sublimit. Borrower authorizes each Lender to record on amount of its Pro Rata Share of the schedule annexed to such Lender’s NoteRSD Commitment Cap and LHS Commitment Cap, and/or in such Lender’s internal recordsrespectively; provided, however, that notwithstanding the date and face amount of each such Revolving Note, Acquisition Note, RSD Note and LHS Note, Borrower's liability thereunder shall be limited at all times to the actual indebtedness, principal, interest, fees and expenses then outstanding to such Bank under the Revolving Loan, the Acquisition Loan, the RSD Loan made and the LHS Loan, respectively. The Revolving Notes, Acquisition Notes, RSD Notes and LHS Notes shall collectively replace and supersede the Amended and Restated Revolving Notes, the Amended and Restated Acquisition Notes and the Allocated Working Capital Notes each dated November 27, 1996 by such LenderBorrower in favor of the Existing Banks and the Bridge Note dated February 20, 1997 by Borrower in favor of CoreStates (collectively, the "Existing Notes"), provided, that the execution and delivery of the Revolving Notes, Acquisition Notes, RSD Notes and LHS Notes shall not in any circumstance be deemed to have terminated, extinguished or discharged the Companies' Indebtedness under the Existing Notes, all of which Indebtedness and the Collateral therefor shall continue under and be governed by the Revolving Notes, Acquisition Notes, RSD Notes and LHS Notes, this Agreement, and each payment or prepayment of principal thereunder the other Loan Documents. The Revolving Notes, Acquisition Notes, RSD Notes and agrees that all such notations shall constitute prima facie evidence LHS Notes collectively are a replacement, consolidation, amendment and restatement of the matters notedExisting Notes and are NOT A NOVATION. Borrower further authorizes each Lender Nothing herein is intended to attach to and make a part of such Lender’s Note continuations modify or in any way affect the priority of the schedule attached thereto as necessary. No failure to make any such notations, nor any errors in making any such notations shall affect Collateral which secures the validity of Borrower’s obligation to repay the full unpaid principal amount of the Loans or the duties of Borrower hereunder or thereunderLoan.

Promissory Notes. The obligation of Borrower shall execute and deliver to repay the Loans made by each Lender and (i) a promissory note payable to pay interest thereon at the rates provided herein shallorder of such Lender (or, upon the written request of any if requested by such Lender, be evidenced by promissory notes in the form of Exhibit C (each, a “Revolving Note”), payable to such Lender and its registered assigns) in the principal amount of such Lender’s Commitment. The obligation Revolving Loan Commitment and in the form set forth in Exhibit A, (ii) a promissory note payable to the order of Borrower to repay the Swingline Loans made by each such Lender, if such Lender is a Swingline Lender and to pay interest thereon at the rates provided herein shall(or, upon the written request of any if requested by such Swingline Lender, be evidenced by a promissory note in the form of Exhibit D (each, a “Swingline Note”; and each Revolving Note and Swingline Note, a “Note”), payable to such Swingline Lender and its registered assigns) in the principal amount of the such Swingline Sublimit. Borrower authorizes each Lender to record on the schedule annexed to such Lender’s NoteSwingline Loan and in the form set forth in Exhibit B, and/or in and (iii) a promissory note payable to the order of such Lender’s internal recordsLender (or, the date and amount of each Loan made if requested by such Lender, to such Lender and each payment or prepayment of principal thereunder and agrees that all such notations shall constitute prima facie evidence of its registered assigns) in the matters noted. Borrower further authorizes each Lender to attach to and make a part amount of such Lender’s Note continuations Term Loan Commitment and in the form set forth in Exhibit C. In the event of any assignment pursuant to Section 10.05 hereof, Borrower agrees to promptly execute and deliver replacement promissory notes in the forms of Exhibit A, Exhibit B, and Exhibit C, as applicable, to the assignee and, if the assignor is retaining any portion of the schedule attached thereto as necessary. No failure Loans, to make any such notationsthe assignor, nor any errors in making any such notations shall affect order to evidence the validity of Borrower’s obligation to repay the full unpaid principal amount of the Revolving Loan Commitment, Swingline Loan Commitment, and Term Loan Commitment, respectively, of each such applicable Lender following the assignment. In connection with and as a condition precedent to the execution and delivery of such replacement promissory notes by Borrower, the assignor shall be obligated to return the existing promissory note(s) to Borrower. Upon payment of the principal of and interest on the Loans or and all Unreimbursed Amounts and fees, the duties expiration of the Commitments and the reduction of all L/C Obligations to zero, each Lender either shall return to Borrower hereunder or thereundereach of the original promissory notes delivered to it marked “PAID IN FULL”.

Promissory Notes. The obligation of Borrower to repay the Loans made by each a Lender and to pay interest thereon at the rates provided herein shall, upon the written request of any such Lender, be evidenced by promissory notes in the form of Exhibit C B-1 (eachindividually, a “Revolving "Construction Note”" and, collectively, the "Construction Notes"), Exhibit B-2 (individually, a "Term Note" and, collectively, the "Term Notes") and Exhibit B-6 (individually, a "Security Fund LC Loan Note" and, collectively, the "Security Fund LC Loan Notes"), each payable to the order of such requesting Lender and in the principal amount of such Lender’s 's Construction Loan Commitment. The obligation of Borrower to repay the Swingline Loans made by each Swingline Lender , Term Loan Commitment and to pay interest thereon at the rates provided herein shallSecurity Fund LC Commitment, upon the written request of any Swingline Lender, be evidenced by a promissory note in the form of Exhibit D (each, a “Swingline Note”; and each Revolving Note and Swingline Note, a “Note”), payable to such Swingline Lender and in the principal amount of the Swingline Sublimitrespectively. Borrower authorizes each such requesting Lender to record on the schedule annexed to such Lender’s Note, and/or in such Lender’s internal records's Note or Notes, the date and amount of each Loan made by 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 the event of any inconsistency between the records or books of 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. Borrower further authorizes each such requesting Lender to attach to and make a part of such requesting Lender’s 's Note or Notes continuations of the schedule attached thereto as necessary. No failure to make any such notations, nor any errors in making any such notations notations, shall affect the validity of Borrower’s obligation 's obligations to repay the full unpaid principal amount of the Loans or the duties of Borrower 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, or in the case of Construction Notes, upon Term-Conversion, the Lenders holding such Notes shall promptly xxxx the applicable Notes cancelled and return such cancelled Notes to Borrower.

Promissory Notes. The obligation of Borrower to repay the Loans made by each Lender and to pay interest thereon at the rates provided herein shall, upon the written request of any Lender, be evidenced by promissory notes in the form of Exhibit C (each, a “Revolving Note”), payable to such Lender and in the principal amount of such Lender’s Commitment. The obligation of Borrower to repay the Swingline Loans made by each Swingline Lender and to pay interest thereon at the rates provided herein shall, upon the written request of any Swingline Lender, be evidenced by a promissory note in the form of Exhibit D (each, a “Swingline Note”; and each Revolving Note and Swingline Note, a “Note”), payable to such Swingline Lender and in the principal amount of the Swingline Sublimit. Borrower authorizes each Lender to record on the schedule annexed to such Lender’s Note, and/or in such Lender’s internal records, the date and amount of each Loan made by such Lender, and each payment or prepayment of principal thereunder and agrees that all such notations shall constitute prima facie As additional evidence of the matters noted. Borrower further authorizes each Lender to attach to and make a part of such Lender’s Note continuations of the schedule attached thereto as necessary. No failure to make any such notations, nor any errors in making any such notations shall affect the validity of Borrower’s obligation to repay the full unpaid Loan principal and any interest thereon, at the Lender’s request the Borrower shall execute and deliver to the Lender, 9 (nine) Notes issued by the Borrower in Spanish, in substantially the form set forth in Exhibit II hereto, together with an English translation thereof, and each for a principal amount equal to each principal installment (as detail in the amortization schedule set forth in Section 3.01), increased in the amount required to cover the stamp tax corresponding to each Note (which shall be at the Borrower’s exclusive cost and expense, and will be paid by the Lender in the event the Lender is required by the tax authorities or if applicable in the event of electing to enforce of the Loans Notes). The Notes shall be duly completed and signed by an attorney-in-fact or agent duly acting on behalf of Borrower, and such signature and capacity shall be duly certified by a notary public. The execution and delivery by the duties Borrower of the Notes shall not affect in any way whatsoever the Borrower’s obligations hereunder, neither the Lender’s rights and claims hereunder. Upon discharge of all the obligations of the Borrower hereunder under this Agreement, the Lender shall cancel and return to Borrower the Notes. The Lender agrees that, notwithstanding any provision of the Notes held by it, it shall not demand payment of any amount under such Notes unless such amount is then due and payable (whether at stated maturity, by acceleration or thereunderotherwise) by the Borrower in accordance with the terms of this Agreement.

Promissory Notes. The obligation of Borrower to repay the Loans made by each Lender and to pay interest thereon at the rates provided herein shallherein, upon the written request of if requested by any Lender, shall be evidenced by promissory notes in the form of Exhibit C B-1 (eachindividually, a “Revolving Construction Loan Note,” and collectively, the “Construction Loan Notes”) and Exhibit B-2 (individually, a “Term Loan Note,” and collectively, the “Term Loan Notes”), and each payable to the order of such Lender and in the principal amount of such Lender’s Construction Loan Commitment and such Lender’s Term Loan Commitment, respectively. The obligation of Borrower to repay the Swingline Loans made by each Swingline Lender and to pay interest thereon at the rates provided herein shall, upon the written request of any Swingline Lender, be evidenced by a A promissory note shall not be necessary in the form of Exhibit D (eachorder to evidence any Cash Collateral Loan, a “Swingline Note”; and each Revolving Note and Swingline NoteDSRA LC Loan, a “Note”), payable to such Swingline Lender and in the principal amount of the Swingline SublimitEnergy Hedge LC Loan or any Project Agreement LC Loan. Borrower authorizes each Lender to record on the schedule annexed to such Lender’s Note, and/or in such Lender’s internal records, Note or Notes the date and amount of each Loan made by such Lender, Lender and each payment or prepayment of principal thereunder thereunder, provided that in the event of any inconsistency between the Register and agrees any Lender’s records, the recordations in the Register shall govern; and provided, further that all neither the failure to make any such notations notation nor any error in such notation shall constitute prima facie evidence affect the validity of any Lender’s Commitment or Borrower’s obligations to repay the full unpaid principal amount of the matters notedLoans 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 Lender’s Note or Notes continuations of the schedule attached thereto as necessary. No failure to make any such notations, nor any errors in making any such notations shall affect the validity of Borrower’s obligation to repay the full unpaid principal amount of the Loans or the duties of Borrower hereunder or thereunder.

Promissory Notes. The obligation of Borrower to repay the Loans made by each Lender and to pay interest thereon at the rates provided herein shallherein, upon the written request of if requested by any Lender, shall be evidenced by promissory notes in the form of Exhibit C B-1 (eachindividually, a “Revolving Term Loan Note,” 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”), and each payable to such Lender and in the principal amount of such Lender’s Term Loan Commitment and such Lxxxxx’s LC Commitment. The obligation of Borrower to repay the Swingline Loans made by each Swingline Lender and to pay interest thereon at the rates provided herein shall, upon the written request of any Swingline Lender, be evidenced by a promissory note in the form of Exhibit D (each, a “Swingline Note”; and each Revolving Note and Swingline Note, a “Note”), payable to such Swingline Lender and in the principal amount of the Swingline Sublimitrespectively. Borrower authorizes each Lender to record on the schedule annexed to such LenderLxxxxx’s Note, and/or in such Lender’s internal records, Note or Notes the date and amount of each Loan made by such Lender, Lender and each payment or prepayment of principal thereunder thereunder, and Bxxxxxxx agrees that all such notations shall constitute prima facie evidence of the accuracy of the matters noted; provided that in the event of any inconsistency between the Register and any Lender’s records, the recordations in the Register shall govern; and provided, further that neither the failure to make any such notation nor any error in such notation shall affect the validity of Bxxxxxxx’s obligations 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 LenderLxxxxx’s Note or Notes continuations of the schedule attached thereto as necessary. No failure to make any such notations, nor any errors in making any such notations The Notes shall affect be delivered on the validity of Borrower’s obligation to repay the full unpaid principal amount of the Loans or the duties of Borrower hereunder or thereunderClosing Date.

Promissory Notes. The obligation of Borrower to repay the Loans made by each a Lender and to pay interest thereon at the rates provided herein shall, upon the written request of any such Lender, be evidenced by promissory notes in the form of Exhibit C B-1 (eachindividually, a “Revolving Term Note” and, collectively, the “Term Notes”), Exhibit B-3 (individually, a “Security Fund LC Loan Note” and, collectively, the “Security Fund LC Loan Notes”), and Exhibit B-5 (individually, a “DSR LC Note” and, collectively, the “DSR LC Notes”), each payable to the order of such requesting Lender and in the principal amount of such Lender’s Term Loan Commitment. The obligation of Borrower to repay the Swingline Loans made by each Swingline Lender and to pay interest thereon at the rates provided herein shall, upon the written request of any Swingline LenderSecurity Fund LC Commitment or DSR LC Commitment, be evidenced by a promissory note in the form of Exhibit D (each, a “Swingline Note”; and each Revolving Note and Swingline Note, a “Note”), payable to such Swingline Lender and in the principal amount of the Swingline Sublimitrespectively. Borrower authorizes each such requesting Lender to record on the schedule annexed to such Lender’s Note, and/or in such Lender’s internal recordsNote or Notes, the date and amount of each Loan made by 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 the event of any inconsistency between the records or books of 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. Borrower further authorizes each such requesting Lender to attach to and make a part of such requesting Lender’s Note or Notes continuations of the schedule attached thereto as necessary. No failure to make any such notations, nor any errors in making any such notations notations, shall affect the validity of Borrower’s obligation obligations to repay the full unpaid principal amount of the Loans or the duties of Borrower 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, the Lenders holding such Notes shall promptly xxxx the applicable Notes cancelled and return such cancelled Notes to Borrower.