Common use of XXXXX COMPANY Clause in Contracts

XXXXX COMPANY. By -------------------------------- Name: --------------------------- Title: -------------------------- EXHIBIT B BID NOTE _______, 1996 FOR VALUE RECEIVED, the undersigned, Xxxx-Xxxxx Company, a Delaware corporation (the "BORROWER"), promises to pay to the order of ________________ (the "BANK") on the Termination Date of the hereinafter defined Credit Agreement, at the principal office of Xxxxxx Trust and Savings Bank in Chicago, Illinois, in immediately available funds, the aggregate unpaid principal amount of all Bid Loans made by the Bank to the Borrower pursuant to the Credit Agreement and with each Bid Loan to mature and become payable on the last day of the Interest Period applicable thereto, but in no event later than the Termination Date, together with interest on the principal amount of each Bid Loan from time to time outstanding hereunder at the rates, and payable in the manner and on the dates, specified in the Credit Agreement. The Bank shall record on its books and records or on the schedule attached to this Note, which is a part hereof, each Bid Loan made by it pursuant to the Credit Agreement, together with all payments of principal and interest and the principal balances thereof from time to time outstanding hereon and the interest rate and Interest Period applicable thereto, provided that prior to the transfer of this Note all such amounts shall be recorded on the schedule attached to this Note. The record thereof, whether shown on such books and records or on the schedule to this Note, shall be PRIMA FACIE evidence of the same, provided, however, that the failure of the Bank to record any of the foregoing or any error in any such record shall not limit or otherwise affect the obligation of the Borrower to repay all Bid Loans made to it pursuant to the Credit Agreement together with accrued interest thereon. This Bid Note is one of the Notes referred to in the Credit Agreement dated as of October 8, 1996, among the Borrower, Xxxxxx Trust and Savings Bank as Administrative Agent and the Banks signatory thereto (the "CREDIT AGREEMENT"), and this Note and the holder hereof are entitled to all the benefits provided for thereby or referred to therein, to which Credit Agreement reference is hereby made for a statement thereof. All defined terms used in this Note, except terms otherwise defined herein, shall have the same meaning as in the Credit Agreement. This Note shall be governed by and construed in accordance with the internal laws of the State of Illinois without regard to choice of law doctrine. At any time and from time to time, the Bank may assign or otherwise transfer (in whole or in part) to any Person this Note or any Loan hereunder. This Note may be declared due prior to the expressed maturity hereof on the terms and in the manner provided for in the Credit Agreement. The Borrower hereby waives demand, presentment, protest or notice of any kind hereunder.

XXXXX COMPANY. By -------------------------------- Name: --------------------------- Title: -------------------------- EXHIBIT B BID NOTE _______, 1996 FOR VALUE RECEIVED, the undersigned, Xxxx-Xxxxx Company, a Delaware corporation (the "BORROWER"), promises to pay to the order of ________________ (the "BANK") on the Termination Date of the hereinafter defined Credit Agreement, at the principal office of Xxxxxx Trust and Savings Bank in Chicago, Illinois, in immediately available funds, the aggregate unpaid principal amount of all Bid Loans made by the Bank to the Borrower pursuant to the Credit Agreement and with each Bid Loan to mature and become payable on the last day of the Interest Period applicable thereto, but in no event later than the Termination Date, together with interest on the principal amount of each Bid Loan from time to time outstanding hereunder at the rates, and payable in the manner and on the dates, specified in the Credit Agreement. The Bank shall record on its books and records or on the schedule attached to this Note, which is a part hereof, each Bid Loan made by it pursuant to the Credit Agreement, together with all payments of principal and interest and the principal balances thereof from time to time outstanding hereon and the interest rate and Interest Period applicable thereto, provided that prior to the transfer of this Note all such amounts shall be recorded on the schedule attached to this Note. The record thereof, whether shown on such books and records or on the schedule to this Note, shall be PRIMA FACIE evidence of the same, provided, however, that the failure of the Bank to record any of the foregoing or any error in any such record shall not limit or otherwise affect the obligation of the Borrower to repay all Bid Loans made to it pursuant to the Credit Agreement together with accrued interest thereon. This Bid Note is one of a duly authorized issue of debentures, notes or other evidences of indebtedness (hereinafter called the Notes referred “Securities”) of the Company of the series hereinafter specified, which series is limited in aggregate principal amount to $ (except as provided in the Credit Agreement Indenture hereinafter mentioned), all such Securities issued and to be issued under an Indenture dated as of October 8July 1, 19962015 between the Company, as issuer, X.X. Xxxxx Holding Corporation, as guarantor (“Holdings”), and Xxxxx Fargo Bank, National Association, as Trustee (the “Base Indenture”), as supplemented by the Third Supplemental Indenture, dated as of July 2, 2015, among the BorrowerCompany, Xxxxxx Trust and Savings Bank as Administrative Agent Holdings and the Banks signatory thereto Trustee (the "CREDIT AGREEMENT"“Supplemental Indenture” and together with the Base Indenture, herein called the “Indenture”), and this Note and the holder hereof are entitled to all the benefits provided for thereby or referred to therein, to which Credit Agreement Indenture and all other indentures supplemental thereto reference is hereby made for a statement thereofof the rights and limitations of rights thereunder of the Holders of the Securities and of the rights, obligations, duties and immunities of the Trustee for each series of Securities and of the Company, and the terms upon which the Securities are and are to be authenticated and delivered. All defined terms used As provided in this Notethe Indenture, except terms the Securities may be issued in one or more series, which different series may be issued in various aggregate principal amounts, may mature at different times, may bear interest, if any, at different rates, may be subject to different redemption provisions, if any, may be subject to different sinking, purchase or analogous funds, if any, may be subject to different covenants and Events of Default and may otherwise defined herein, shall have the same meaning vary as in the Credit AgreementIndenture provided or permitted. This Note shall be governed by and construed in accordance with the internal laws is one of a series of the State Securities designated therein as % Senior Notes due (the “Notes”). The Company may, without the consent of Illinois without regard to choice the Holders of law doctrine. At any time the Notes, issue additional notes having the same ranking and from time to timethe same interest rate, maturity and other terms as the Notes, except for the issue price, issue date and, in some cases, the Bank may assign first payment of interest or otherwise transfer (in whole or in part) to any Person this Note or any Loan hereunder. This Note may be declared due interest accruing prior to the expressed maturity hereof issue date of such additional notes. Any additional notes having such similar terms, together with the Notes, shall constitute a single series of notes under the Indenture. No additional notes may be issued if an Event of Default has occurred with respect to the Notes. Guarantee Pursuant to Article Fourteen of the Base Indenture, the Company’s obligations under the Indenture with respect to the Notes shall be guaranteed on a senior unsecured basis by Holdings. Holdings shall be automatically and unconditionally released and discharged from all obligations under the Indenture and the Guarantee without any action required on the terms and in part of the manner provided for in Trustee or any Holder pursuant to Section 1406 of the Credit Agreement. The Borrower hereby waives demand, presentment, protest or notice of any kind hereunderBase Indenture.

XXXXX COMPANY. By -------------------------------- Name: --------------------------- Title: -------------------------- EXHIBIT B BID NOTE _______, 1996 FOR VALUE RECEIVED, the undersigned, Xxxx-Xxxxx Company, a Delaware corporation (the "BORROWER"), promises to pay to the order of ________________ (the "BANK") on the Termination Date of the hereinafter defined Credit Agreement, at the principal office of Xxxxxx Trust and Savings Bank in Chicago, Illinois, in immediately available funds, the aggregate unpaid principal amount of all Bid Loans made by the Bank to the Borrower pursuant to the Credit Agreement and with each Bid Loan to mature and become payable on the last day of the Interest Period applicable thereto, but in no event later than the Termination Date, together with interest on the principal amount of each Bid Loan from time to time outstanding hereunder at the rates, and payable in the manner and on the dates, specified in the Credit Agreement. The Bank shall record on its books and records or on the schedule attached to this Note, which is a part hereof, each Bid Loan made by it pursuant to the Credit Agreement, together with all payments of principal and interest and the principal balances thereof from time to time outstanding hereon and the interest rate and Interest Period applicable thereto, provided that prior to the transfer of this Note all such amounts shall be recorded on the schedule attached to this Note. The record thereof, whether shown on such books and records or on the schedule to this Note, shall be PRIMA FACIE evidence of the same, provided, however, that the failure of the Bank to record any of the foregoing or any error in any such record shall not limit or otherwise affect the obligation of the Borrower to repay all Bid Loans made to it pursuant to the Credit Agreement together with accrued interest thereon. This Bid Note is one of a duly authorized issue of debentures, notes or other evidences of indebtedness (hereinafter called the Notes referred “Securities”) of the Company of the series hereinafter specified, which series is limited in aggregate principal amount to £400,000,000 (except as provided in the Credit Agreement Indenture hereinafter mentioned), all such Securities issued and to be issued under an Indenture dated as of October 8July 1, 19962015 between the Company, as issuer, X.X. Xxxxx Holding Corporation, as guarantor (“Holdings”), and Xxxxx Fargo Bank, National Association, as Trustee (the “Base Indenture”), as supplemented by the Second Supplemental Indenture, dated as of July 1, 2015, among the BorrowerCompany, Xxxxxx Trust Holdings, the Trustee and Savings Société Générale Bank & Trust, as Administrative Paying Agent, Security Registrar and Transfer Agent and the Banks signatory thereto (the "CREDIT AGREEMENT"“Supplemental Indenture” and together with the Base Indenture, herein called the “Indenture”), and this Note and the holder hereof are entitled to all the benefits provided for thereby or referred to therein, to which Credit Agreement Indenture and all other indentures supplemental thereto reference is hereby made for a statement thereofof the rights and limitations of rights thereunder of the Holders of the Securities and of the rights, obligations, duties and immunities of the Trustee for each series of Securities and of the Company, and the terms upon which the Securities are and are to be authenticated and delivered. All defined terms used As provided in this Notethe Indenture, except terms the Securities may be issued in one or more series, which different series may be issued in various aggregate principal amounts, may mature at different times, may bear interest, if any, at different rates, may be subject to different redemption provisions, if any, may be subject to different sinking, purchase or analogous funds, if any, may be subject to different covenants and Events of Default and may otherwise defined herein, shall have the same meaning vary as in the Credit AgreementIndenture provided or permitted. This Note shall be governed by and construed in accordance with the internal laws is one of a series of the State Securities designated therein as 4.125% Senior Notes due 2027 (the “Notes”). The Company may, without the consent of Illinois without regard to choice the Holders of law doctrine. At any time the Notes, issue additional notes having the same ranking and from time to timethe same interest rate, maturity and other terms as the Notes, except for the issue price, issue date and, in some cases, the Bank may assign first payment of interest or otherwise transfer (in whole or in part) to any Person this Note or any Loan hereunder. This Note may be declared due interest accruing prior to the expressed maturity hereof issue date of such additional notes. Any additional notes having such similar terms, together with the Notes, shall constitute a single series of notes under the Indenture. No additional notes may be issued if an Event of Default has occurred with respect to the Notes. Guarantee Pursuant to Article Fourteen of the Base Indenture, the Company’s obligations under the Indenture with respect to the Notes shall be guaranteed on a senior unsecured basis by Holdings. Holdings shall be automatically and unconditionally released and discharged from all obligations under the Indenture and the Guarantee without any action required on the terms and in part of the manner provided for in Trustee or any Holder pursuant to Section 1406 of the Credit Agreement. The Borrower hereby waives demand, presentment, protest or notice of any kind hereunderBase Indenture.

XXXXX COMPANY. By -------------------------------- NameBy: --------------------------- ------------------------ Title: -------------------------- EXHIBIT B BID NOTE A-1 Exhibit A CMS Energy Corporation Note Administrative Procedures ___________, 1996 FOR VALUE RECEIVEDThe General Term Notes (registered trademark), the undersigned, Xxxx-Xxxxx Company, a Delaware corporation Series B (the "BORROWERNotes") of CMS Energy Corporation (the "Company") are being offered on a continuous basis. The Notes are being offered by J. X. Xxxxx & Company (the "Purchasing Agent") and __________________ (collectively, the "Agents") pursuant to a Distribution Agreement among the Company and the Agents dated as of the date hereof (the "Distribution Agreement") and one or more terms agreements substantially in the form attached to the Distribution Agreement as Exhibit B (each, a "Terms Agreement"). The Notes are being resold by the Purchasing Agent (and by any Agent that purchases them from the Purchasing Agent) to (i) customers of the Agents or (ii) selected broker-dealers for distribution to their customers pursuant to a Master Selected Dealers Agreement (a "Dealers Agreement") attached hereto as Schedule I. The Notes have been registered with the Securities and Exchange Commission (the "Commission") and will be issued under an Indenture dated as of January 15, promises to pay to the order 1994 as supplemented by a Second Supplemental Indenture dated as of ___________________ (the "BANKIndenture") on between the Termination Date Company and The Chase Manhattan Bank (National Association) (the "Trustee"). Terms used herein but not defined herein shall have the meanings assigned to them in the Indenture, unless otherwise required by the context. The Notes will be issued only in fully registered form without coupons, and each tranche of the hereinafter Notes (a "Tranche") will have the annual interest rate, maturity and other terms set forth in a Pricing Supplement (as defined Credit in the Distribution Agreement). Each Tranche will be represented by (i) one or more global certificates (each, at a "Global Certificate") without coupons registered in the principal office name of Xxxxxx the nominee of the depositary, The Depository Trust and Savings Bank in ChicagoCompany, Illinoisor any successor depositary selected by the Company ("DTC", in immediately available fundswhich term, as used herein, includes any successor depositary selected by the aggregate unpaid Company), representing up to $150,000,000 principal amount of all Bid Loans made by such Notes that have the Bank to the Borrower pursuant to the Credit Agreement and with each Bid Loan to mature and become payable on the last day of the Interest Period applicable thereto, but in no event later than the Termination Date, together with interest on the principal amount of each Bid Loan from time to time outstanding hereunder at the rates, and payable in the manner and on the dates, specified in the Credit Agreement. The Bank shall record on its books and records or on the schedule attached to this Note, which is a part hereof, each Bid Loan made by it pursuant to the Credit Agreement, together with all payments of principal and interest and the principal balances thereof from time to time outstanding hereon and the same interest rate and Interest Period applicable theretoStated Maturity or (ii) one or more certificates ("Individual Certificates") registered in the name of, provided that prior and delivered to, the Holder thereof or a Person designated by such Holder. Each Global Certificate representing all or part of a Tranche will be delivered to the transfer of this Note all such amounts shall be recorded on the schedule attached to this Note. The record thereofTrustee, whether shown on such books as custodian for DTC, and records or on the schedule to this Note, shall be PRIMA FACIE evidence of the same, provided, however, that the failure of the Bank to record any of the foregoing or any error in any such record shall not limit or otherwise affect the obligation of the Borrower to repay all Bid Loans made to it pursuant to the Credit Agreement together with accrued interest thereon. This Bid Note is one each of the Notes referred to in such Tranche (a "Book-Entry Note") will be recorded in the Credit Agreement dated book-entry system maintained by DTC. An owner of a Book-Entry Note will not be entitled to receive a certificate representing such Note except in the circumstances described in the Prospectus (as defined in the Distribution Agreement). Administrative procedures to be followed in connection with, and certain specific terms of, the offering of October 8, 1996, among Notes for sale by the Borrower, Xxxxxx Trust and Savings Bank as Administrative Agent Agents and the Banks signatory thereto sale as a result thereof by the Company are stated below. Book-Entry Notes will be ------------------------ (the "CREDIT AGREEMENT"), and this Note and the holder hereof are entitled to all the benefits provided for thereby or referred to therein, to which Credit Agreement reference is hereby made for a statement thereof. All defined terms used in this Note, except terms otherwise defined herein, shall have the same meaning as in the Credit Agreement. This Note shall be governed by and construed registered trademark) Registered servicemark of J. X. Xxxxx & Company A-2 issued in accordance with the internal laws administrative procedures set forth in Part I hereof, and notes represented by Individual Certificates ("Certificated Notes") will be issued in accordance with the administrative procedures set forth in Part II hereof. The Company will advise the Purchasing Agent and the Trustee in writing of those persons handling administrative responsibilities with whom the Purchasing Agent and the Trustee are to communicate regarding orders to purchase Notes and the details of their delivery. To the extent the procedures set forth below conflict with the provisions of the State of Illinois without regard to choice of law doctrine. At any time and from time to timeNotes, the Bank may assign Indenture or otherwise transfer (in whole or in part) the Distribution Agreement, the relevant provisions of the Notes, the Indenture and the Distribution Agreement shall control. To the extent the Notes, if any, are sold through the Agents, acting as agents and not as principals, the following procedures shall be modified as necessary to any Person this Note or any Loan hereunder. This Note may be declared due prior to the expressed maturity hereof on the terms and in the manner provided for in the Credit Agreement. The Borrower hereby waives demand, presentment, protest or notice of any kind hereunderreflect that sale.

XXXXX COMPANY. By -------------------------------- Name: --------------------------- Title: -------------------------- EXHIBIT B BID NOTE _______, 1996 FOR VALUE RECEIVED, the undersigned, Xxxx-Xxxxx Company, a Delaware corporation (the "BORROWER"), promises to pay to the order of ________________ (the "BANK") on the Termination Date of the hereinafter defined Credit Agreement, at the principal office of Xxxxxx Trust and Savings Bank in Chicago, Illinois, in immediately available funds, the aggregate unpaid principal amount of all Bid Loans made by the Bank to the Borrower pursuant to the Credit Agreement and with each Bid Loan to mature and become payable on the last day of the Interest Period applicable thereto, but in no event later than the Termination Date, together with interest on the principal amount of each Bid Loan from time to time outstanding hereunder at the rates, and payable in the manner and on the dates, specified in the Credit Agreement. The Bank shall record on its books and records or on the schedule attached to this Note, which is a part hereof, each Bid Loan made by it pursuant to the Credit Agreement, together with all payments of principal and interest and the principal balances thereof from time to time outstanding hereon and the interest rate and Interest Period applicable thereto, provided that prior to the transfer of this Note all such amounts shall be recorded on the schedule attached to this Note. The record thereof, whether shown on such books and records or on the schedule to this Note, shall be PRIMA FACIE evidence of the same, provided, however, that the failure of the Bank to record any of the foregoing or any error in any such record shall not limit or otherwise affect the obligation of the Borrower to repay all Bid Loans made to it pursuant to the Credit Agreement together with accrued interest thereon. This Bid Note is one of a duly authorized issue of debentures, notes or other evidences of indebtedness (hereinafter called the Notes referred “Securities”) of the Company of the series hereinafter specified, which series is limited in aggregate principal amount to €750,000,000 (except as provided in the Credit Agreement Indenture hereinafter mentioned), all such Securities issued and to be issued under an Indenture dated as of October 8July 1, 19962015 between the Company, as issuer, X.X. Xxxxx Holding Corporation, as guarantor (“Holdings”), and Xxxxx Fargo Bank, National Association, as Trustee (the “Base Indenture”), as supplemented by the First Supplemental Indenture, dated as of July 1, 2015, among the BorrowerCompany, Xxxxxx Trust Holdings, the Trustee and Savings Société Générale Bank & Trust, as Administrative Paying Agent, Security Registrar and Transfer Agent and the Banks signatory thereto (the "CREDIT AGREEMENT"“Supplemental Indenture” and together with the Base Indenture, herein called the “Indenture”), and this Note and the holder hereof are entitled to all the benefits provided for thereby or referred to therein, to which Credit Agreement Indenture and all other indentures supplemental thereto reference is hereby made for a statement thereofof the rights and limitations of rights thereunder of the Holders of the Securities and of the rights, obligations, duties and immunities of the Trustee for each series of Securities and of the Company, and the terms upon which the Securities are and are to be authenticated and delivered. All defined terms used As provided in this Notethe Indenture, except terms the Securities may be issued in one or more series, which different series may be issued in various aggregate principal amounts, may mature at different times, may bear interest, if any, at different rates, may be subject to different redemption provisions, if any, may be subject to different sinking, purchase or analogous funds, if any, may be subject to different covenants and Events of Default and may otherwise defined herein, shall have the same meaning vary as in the Credit AgreementIndenture provided or permitted. This Note shall be governed by and construed in accordance with the internal laws is one of a series of the State Securities designated therein as 2.000% Senior Notes due 2023 (the “Notes”). The Company may, without the consent of Illinois without regard to choice the Holders of law doctrine. At any time the Notes, issue additional notes having the same ranking and from time to timethe same interest rate, maturity and other terms as the Notes, except for the issue price, issue date and, in some cases, the Bank may assign first payment of interest or otherwise transfer (in whole or in part) to any Person this Note or any Loan hereunder. This Note may be declared due interest accruing prior to the expressed maturity hereof issue date of such additional notes. Any additional notes having such similar terms, together with the Notes, shall constitute a single series of notes under the Indenture. No additional notes may be issued if an Event of Default has occurred with respect to the Notes. Guarantee Pursuant to Article Fourteen of the Base Indenture, the Company’s obligations under the Indenture with respect to the Notes shall be guaranteed on a senior unsecured basis by Holdings. Holdings shall be automatically and unconditionally released and discharged from all obligations under the Indenture and the Guarantee without any action required on the terms and in part of the manner provided for in Trustee or any Holder pursuant to Section 1406 of the Credit Agreement. The Borrower hereby waives demand, presentment, protest or notice of any kind hereunderBase Indenture.

XXXXX COMPANY. By -------------------------------- Name: --------------------------- Title: -------------------------- A1-2 EXHIBIT B BID A-2 SWING LINE NOTE $25,000,000.00 __________, 1996 FOR VALUE RECEIVED199____ On the Termination Date, for value received, the undersigned, Xxxx-Xxxxx Company, a Delaware corporation (the "BORROWER"), promises to pay to the order of ________________ Xxxxxx Trust and Savings Bank (the "BANK") on the Termination Date of the hereinafter defined Credit Agreement), at the principal office of Xxxxxx Trust and Savings Bank in Chicago, Illinois, in immediately available fundsthe principal sum of (i) Twenty- Five Million and 00/100 Dollars ($25,000,000.00), or (ii) such lesser amount as may at the time of the maturity hereof, whether by acceleration or otherwise, be the aggregate unpaid principal amount of all Bid Swing Loans owing from the Borrower to the Bank under the Swing Line Commitment provided for in the Credit Agreement hereinafter mentioned. This Note evidences Swing Loans made and to be made to the Borrower by the Bank to under the Borrower pursuant to the Credit Agreement and with each Bid Loan to mature and become payable on the last day of the Interest Period applicable thereto, but in no event later than the Termination Date, together with interest on the principal amount of each Bid Loan from time to time outstanding hereunder at the rates, and payable in the manner and on the dates, specified in the Credit Agreement. The Bank shall record on its books and records or on the schedule attached to this Note, which is a part hereof, each Bid Loan made by it pursuant to the Credit Agreement, together with all payments of principal and interest and the principal balances thereof from time to time outstanding hereon and the interest rate and Interest Period applicable thereto, Swing Line Commitment provided for under that prior to the transfer of this Note all such amounts shall be recorded on the schedule attached to this Note. The record thereof, whether shown on such books and records or on the schedule to this Note, shall be PRIMA FACIE evidence of the same, provided, however, that the failure of the Bank to record any of the foregoing or any error in any such record shall not limit or otherwise affect the obligation of the Borrower to repay all Bid Loans made to it pursuant to the Credit Agreement together with accrued interest thereon. This Bid Note is one of the Notes referred to in the certain Credit Agreement dated as of October 8, 1996, among 1996 by and between the Borrower, Xxxxxx Trust and Savings Bank individually and as Administrative Agent and the Banks signatory certain lenders which are or may from time to time become parties thereto (the "CREDIT AGREEMENT"), and the Borrower hereby promises to pay interest at the office specified above on each Swing Loan evidenced hereby at the rates and times specified therefor in the Credit Agreement. Each Swing Loan made under the Swing Line Commitment provided for in the Credit Agreement by the Bank to the Borrower against this Note, any repayment of principal hereon and the interest rates applicable thereto shall be endorsed by the holder hereof on the reverse side of this Note or recorded on the books and records of the holder hereof (provided that such entries shall be endorsed on the reverse side hereof prior to any negotiation hereof) and the Borrower agrees that in any action or proceeding instituted to collect or enforce collection of this Note, the entries so endorsed on the reverse side hereof or recorded on the books and records of the Bank shall be PRIMA FACIE evidence of the unpaid balance of this Note and the interest rates applicable thereto. This Note is issued by the Borrower under the terms and provisions of the Credit Agreement, and this Note and the holder hereof are entitled to all of the benefits and security provided for thereby or referred to therein, to which Credit Agreement reference is hereby made for a statement thereof. This Note may be declared to be, or be and become, due prior to its expressed maturity as specified in the Credit Agreement, and certain prepayments are required to be made hereon, all in the events, on the terms and with the effects provided in the Credit Agreement. All defined capitalized terms used in this Note, except terms otherwise defined herein, herein without definition shall have the same meaning herein as such terms have in the Credit Agreement. This Note shall be governed by and construed in accordance with with, and governed by, the internal laws of the State of Illinois without regard to choice principles of law doctrineconflict of law. At any time The Borrower hereby promises to pay all reasonable costs and from time to time, expenses (including attorneys' fees) suffered or incurred by the Bank may assign or otherwise transfer (holder hereof in whole or in part) to any Person collecting this Note or enforcing any Loan hereunder. This Note may be declared due prior to the expressed maturity hereof on the terms and rights in the manner provided for in the Credit Agreementany collateral therefor. The Borrower hereby waives demand, presentment, protest or notice of any kind hereunder.