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 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 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 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 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 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 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 of On or prior to each Borrowing Date, the Borrower will execute and deliver to repay the Loans made by each Lender and to pay interest thereon at a single promissory note (xxxxxx) of the rates provided herein shallBorrower dated the applicable Borrowing Date evidencing such Lender’s Loan, upon the written request of any Lender, be evidenced by promissory notes in substantially the form of Exhibit C A (each, a “Revolving Promissory Note” and collectively, the “Promissory Notes”), payable to such Lender and in a principal amount equal to such Lender’s Loan. Any such Promissory Note shall be made available at the Corporate Office or delivered to a Custodian for the benefit of, and at the request of, the applicable Lender, at such Lender’s election, and if the applicable Lender shall assume full liability and provide customary indemnification for the loss thereof in a manner reasonably acceptable to the Borrower, such Lender may elect for the Borrower to deliver such Promissory Note by courier or other nationally recognized delivery service. Promptly upon the election of the Borrower pursuant to Section 2.03(e) to change the duration of the Interest Period of any Loan the Borrower shall execute and deliver to each Lender, in exchange for the Promissory Note evidencing such Loan theretofore delivered to such Lender pursuant to this Section 2.04, a new Promissory Note in substantially the form of Exhibit A payable to such Lender, dated the applicable Borrowing Date, in a principal amount equal to the principal amount of such Lender’s CommitmentPromissory Note and otherwise duly completed. The obligation After the effectiveness of an assignment made pursuant to Section 9.06(c), within fifteen (15) days of the effectiveness of an assignment, the Borrower shall execute and deliver to repay the Swingline applicable Assignee, in exchange for the Promissory Notes evidencing the Loans made by each Swingline so assigned theretofore delivered to the assigning Lender and pursuant to pay interest thereon at the rates provided herein shallthis Section 2.04, upon the written request of any Swingline Lender, be evidenced by a promissory note new Promissory Notes in substantially the form of Exhibit D (each, a “Swingline Note”; and each Revolving Note and Swingline Note, a “Note”), A payable to such Swingline Lender and Assignee, dated the applicable Borrowing Dates, provided that each Promissory Note shall be in a principal amount equal to the principal amount of each Loan so assigned and otherwise duly completed (or, alternatively, in the Swingline Sublimitcase of an assignment covering all or the remaining portion of the assigning Lender’s Loans, the assigning Lender may endorse such original Promissory Notes in favor of such Assignee). In the case of an assignment whereby the assigning Lender retains a portion of its Loans, the Borrower authorizes each Lender to record on shall also promptly (but in any event within fifteen (15) days of the schedule annexed effectiveness of such assignment) execute and deliver to such assigning Lender’s Note, and/or in exchange for the Promissory Notes evidencing the Loans remaining after the effectiveness of such assignment theretofore delivered to the assigning Lender pursuant to this Section 2.04 to the extent such Promissory Notes were not previously returned to the Borrower, new Promissory Notes in substantially the form of Exhibit A payable to such assigning Lender’s internal records, dated the date and applicable Borrowing Dates, provided that each Promissory Note shall be in a principal amount equal to the principal amount of each of such assigning Lender’s Loans remaining after the effectiveness of such assignment. Any and all costs and expenses that arise from this exchange of Promissory Notes shall be borne by the Assignee or the assigning Lender. In the event of a conflict between the terms of this Agreement and any Promissory Note, the terms of this Agreement shall prevail. In the case of a prepayment in full of any outstanding Loan made to a Lender, such Lender shall (i) within the following fifteen (15) days, deliver a scanned document evidencing the cancellation of the Promissory Note evidencing such Loan; and (ii) within thirty (30) days after the full prepayment, return the Promissory Note evidencing such Loan to the Borrower. In the case of a prepayment in part of any outstanding Loan to a Lender and upon receipt by such LenderLender of a new Promissory Note dated the applicable Borrowing Date evidencing the remaining outstanding portion of such Loan, and each payment or prepayment of principal thereunder and agrees that all such notations Lender shall constitute prima facie evidence (i) within the following fifteen (15) days, deliver a scanned document evidencing the cancellation of the matters noted. Borrower further authorizes each Lender Promissory Note evidencing such Loan; and (ii) within thirty (30) days after the partial prepayment, return the Promissory Note evidencing such Loan 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 In the event that any portion 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, Parcel F sales price shall be evidenced by promissory notes paid in the form of Exhibit C a promissory note (eachany “Parcel F Note”) in favor of Borrower, a Lender shall have the right to (i) review the proposed Parcel F Note, the credit and collateral securing the same, and other loan documents, and (ii) provide commercially reasonable comments thereto regarding the terms and conditions contained in such documents (the “Revolving NoteGTA Financing Comments”), payable and Borrower shall, in a writing signed by the purchaser of Parcel F, endorse to GTA-IB the Parcel F Note (and assign all security and other legal instruments to GTA-IB) and deliver the Parcel F Note (and the security and other legal instruments) to Escrow Agent. GTA-IB and Borrower shall direct the payor under the Parcel F Note to deliver all payments to Escrow Agent, which sums, for purposes of this Agreement, shall be considered Proceeds. Borrower shall in good faith use commercially reasonable efforts to incorporate the GTA Financing Comments into the Parcel F Note and shall, prior to finalizing the Parcel F Note (and the security and other legal instruments related thereto), notify Lender of which, if any, of the GTA Financing Comments were not agreed to by the Parcel F buyer on a good faith, commercially reasonable basis, and Lender shall have an additional opportunity to provide its commercially reasonable comments to the revised draft Parcel F Note and the security and other legal instruments (the “Revised GTA Financing Comments”). Borrower shall be entitled to disbursements from the Net Proceeds being held in the Escrow Account, any and all reasonable and customary costs and expenses actually incurred by Borrower in connection with the collection of any obligations under the Parcel F Note, including, without limitation, reasonable attorneys’ fees and related costs. It is understood and agreed that Borrower shall have sole responsibility for collecting amounts due under any Parcel F Note (and/or under the security and other legal instruments related thereto) and shall remit such collections to the Escrow Account; provided, however, Borrower shall use diligent, good faith efforts to collect all sums due under any Parcel F Note (and/or under the security and other legal instruments related thereto) on or before the later of (i) two (2) years after the closing of the sale of Parcel F, and (ii) December 31, 2005. GTA-IB shall reasonably cooperate and provide Borrower with documents which may be reasonably required by Borrower to enable or assist Borrower in collecting sums due under any Parcel F Note (and/or under the security and other legal instruments related thereto), which shall expressly not include a power of attorney. Borrower shall have no liability to Lender for failure to collect any amounts due under any Parcel F Note (and/or under the security and other legal instruments related thereto), except to the extent resulting from Borrower’s failure to diligently and in good faith seek to collect 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 shallsame in a commercially reasonable manner, upon the written request of gross negligence, self-dealing, 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 willful misconduct 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 fraud 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 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 “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 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.

Promissory Notes. The obligation of On or prior to each Borrowing Date, the Borrower will execute and deliver to repay the Loans made by each Lender and to pay interest thereon at a single promissory note (pagaré) of the rates provided herein shallBorrower dated the applicable Borrowing Date evidencing such Lender’s Loan, upon the written request of any Lender, be evidenced by promissory notes in substantially the form of Exhibit C A (each, a “Revolving Promissory Note” and collectively, the “Promissory Notes”), payable to such Lender and in a principal amount equal to such Lender’s Loan. Any such Promissory Note shall be made available at the Corporate Office or delivered to a Custodian for the benefit of, and at the request of, the applicable Lender, at such Lender’s election, and if the applicable Lender shall assume full liability and provide customary indemnification for the loss thereof in a manner reasonably acceptable to the Borrower, such Lender may elect for the Borrower to deliver such Promissory Note by courier or other nationally recognized delivery service. Promptly upon the election of the Borrower pursuant to Section 2.03(e) to change the duration of the Interest Period of any Loan, the Borrower shall execute and deliver to each Lender, in exchange for the Promissory Note evidencing such Loan theretofore delivered to such Lender pursuant to this Section 2.04, a new Promissory Note in substantially the form of Exhibit A payable to such Lender, dated the applicable Borrowing Date, in a principal amount equal to the principal amount of such Lender’s CommitmentPromissory Note and otherwise duly completed. The obligation After the effectiveness of an assignment made pursuant to Section 9.06(c), within fifteen (15) days of the effectiveness of an assignment, the Borrower shall execute and deliver to repay the Swingline applicable Assignee, in exchange for the Promissory Notes evidencing the Loans made by each Swingline so assigned theretofore delivered to the assigning Lender and pursuant to pay interest thereon at the rates provided herein shallthis Section 2.04, upon the written request of any Swingline Lender, be evidenced by a promissory note new Promissory Notes in substantially the form of Exhibit D (each, a “Swingline Note”; and each Revolving Note and Swingline Note, a “Note”), A payable to such Swingline Lender and Assignee, dated the applicable Borrowing Dates, provided that each Promissory Note shall be in a principal amount equal to the principal amount of each Loan so assigned and otherwise duly completed (or, alternatively, in the Swingline Sublimitcase of an assignment covering all or the remaining portion of the assigning Lender’s Loans, the assigning Lender may endorse such original Promissory Notes in favor of such Assignee). In the case of an assignment whereby the assigning Lender retains a portion of its Loans, the Borrower authorizes each Lender to record on shall also promptly (but in any event within fifteen (15) days of the schedule annexed effectiveness of such assignment) execute and deliver to such assigning Lender’s Note, and/or in exchange for the Promissory Notes evidencing the Loans remaining after the effectiveness of such assignment theretofore delivered to the assigning Lender pursuant to this Section 2.04 to the extent such Promissory Notes were not previously returned to the Borrower, new Promissory Notes in substantially the form of Exhibit A payable to such assigning Lender’s internal records, dated the date and applicable Borrowing Dates, provided that each Promissory Note shall be in a principal amount equal to the principal amount of each of such assigning Lender’s Loans remaining after the effectiveness of such assignment. Any and all costs and expenses that arise from this exchange of Promissory Notes shall be borne by the Assignee or the assigning Lender. In the event of a conflict between the terms of this Agreement and any Promissory Note, the terms of this Agreement shall prevail. In the case of a prepayment in full of any outstanding Loan made to a Lender, such Lender shall (i) within the following fifteen (15) days, deliver a scanned document evidencing the cancellation of the Promissory Note evidencing such Loan; and (ii) within thirty (30) days after the full prepayment, return the Promissory Note evidencing such Loan to the Borrower. In the case of a prepayment in part of any outstanding Loan to a Lender and upon receipt by such LenderLender of a new Promissory Note dated the applicable Borrowing Date evidencing the remaining outstanding portion of such Loan, and each payment or prepayment of principal thereunder and agrees that all such notations Lender shall constitute prima facie evidence (i) within the following fifteen (15) days, deliver a scanned document evidencing the cancellation of the matters noted. Borrower further authorizes each Lender Promissory Note evidencing such Loan; and (ii) within thirty (30) days after the partial prepayment, return the Promissory Note evidencing such Loan 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 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 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 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 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”) 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 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 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 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 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.