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Exhibit 10.37 CREDIT AGREEMENT
(10 Year Term Loan) by and between CoBank, ACB,
as Administrative Agent and as a Syndication Party, the other Syndication Parties signatory hereto and CHS INC dated as of December 12, 2007


CREDIT AGREEMENT
(10 Year Term Loan) THIS AGREEMENT (" Credit Agreement" ) is entered into as of the 12th day of December 2007, by and between COBANK, ACB (" CoBank" ) for its own benefit as a Syndication Party, and as the Administrative Agent for the benefit of the present and future Syndication Parties (in that capacity " Administrative Agent" ), the Syndication Parties identified on Schedule 1 hereto, and CHS INC, a cooperative corporation formed under the laws of the State of Minnesota, whose address is 5500 Cenex Drive, Inver Grove Heights, Minnesota 55077 (" Borrower" ). ARTICLE 1. DEFINED TERMS As used in this Credit Agreement, the following terms shall have the meanings set forth below (and such meaning shall be equally applicable to both the singular and plural form of the terms defined, as the context may require): 1.1 Additional Costs : shall have the meaning set forth in Section 14.12. 1.2 Adjusted Consolidated Funded Debt : All Consolidated Funded Debt of Borrower and its Consolidated Subsidiaries, plus the net present value of operating leases of Borrower and its Consolidated Subsidiaries as discounted by a rate of 8.0% per annum. 1.3 Administrative Agent : shall initially mean CoBank, ACB. 1.4 Administrative Agent Office : shall mean the address set forth at Subsection 14.4.2, as it may change from time to time by notice to all parties to this Credit Agreement. 1.5 Advance : an advance of funds under the Term Loan. 1.6 Advance Date : a day (which shall be a Banking Day) on which an Advance is made. 1.7 Advance Payment : shall have the meaning set forth in Section 13.1. 1.8 Affiliate : with respect to any Person means (a) a Subsidiary of such Person, (b) any Person in which such Person, directly or indirectly, owns more than five percent (5.0%) of the outstanding equity thereof, and (c) any Person which, directly or indirectly, (i) owns more than five percent (5.0%) of the outstanding equity of such Person, or (ii) has the power under ordinary circumstances to control the management of such Person.


1.9 Aggregate Term Loan Commitment : shall be $150,000,000. 1.10 Amortization : the total amortization of Borrower and its Consolidated Subsidiaries as measured in accordance with GAAP. 1.11 Annual Operating Budget : means the annual operating budget for Borrower and its Subsidiaries in substantially the form of, and containing substantially the same or similar information as set forth in, the Annual Operating Budget (Business Plan) for Borrower and its Subsidiaries included in the booklet delivered to the Administrative Agent on March 29, 2006. 1.12 Anti-Terrorism Laws : shall have the meaning set forth in Subsection 7.24.1. 1.13 Applicable Lending Office : means, for each Syndication Party and for each type of Advance, the lending office of such Syndication Party designated as such for such type of Advance on its signature page hereof or in the applicable Syndication Acquisition Agreement or such other office of such Syndication Party as such Syndication Party may from time to time specify to the Administrative Agent and Borrower as the office by which its Advances of such type are to be made and maintained. 1.14 Authorized Officer : shall have the meaning set forth in Subsection 8.1.4. 1.15 Bank Debt : all amounts owing under the Note, fees, Borrower' s obligations to purchase Bank Equity Interests, Funding Losses and all interest, expenses, charges and other amounts payable by Borrower pursuant to the Loan Documents. 1.16 Banking Day : any day other than a Saturday or a Sunday, and other than a Federal legal holiday or a legal holiday for banks in the States of Colorado, Minnesota, or New York. 1.17 Bank Equity Interests : shall have the meaning set forth in Article 5 hereof. 1.18 Base Rate : a rate of interest per annum equal to the " prime rate" as published from time to time in the Eastern Edition of the Wall Street Journal as the average prime lending rate for seventy-five percent (75%) of the United States' thirty (30) largest commercial banks, or if the Wall Street Journal shall cease publication or cease publishing the " prime rate" on a regular basis, such other regularly published average prime rate applicable to such commercial banks as is acceptable to the Administrative Agent in its reasonable discretion, with the consent of Borrower, which consent will not be unreasonably withheld (provided that Borrower' s consent shall not be required at any time there has occurred and is continuing a Potential Default or an Event of Default). 1.19 Borrower' s Account : shall mean Borrower' s account #44070 at Wells Fargo Bank, N.A., Minneapolis, Minnesota (ABA #091000019). 1.20 Borrower Benefit Plan : means (a) any " employee benefit plan" , as such term is defined in Section 3(3) of ERISA (including any " multiemployer plan" as defined in Section 3(37) of ERISA); (b) any " multiple employer plan" within the meaning of Section 413 of the Code; (c) any " multiple employer welfare arrangement" within the meaning of Section 3(40) of ERISA; (d) a " voluntary employees' beneficiary association" within the meaning of Section 501(a)(9) of the

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Code; (e) a " welfare benefit fund" within the meaning of Section 419 of the Code; or (f) any employee welfare benefit plan within the meaning of Section 3(1) of ERISA for the benefit of retired or former employees, which is maintained by Borrower or in which Borrower participates or to which Borrower is obligated to contribute. 1.21 Borrowing Notice : shall have the meaning set forth in Section 2.2. 1.22 Borrower Pension Plan : means each Borrower Benefit Plan that is an " employee pension benefit plan" as defined in Section 3(2) of ERISA that is intended to satisfy the requirements of Section 401(a) of the Code. 1.23 Capital Leases : means any lease of property (whether real, personal or mixed) by a Person which has been or should be , in accordance with GAAP, reflected on the balance sheet of such Person as a capital lease. 1.24 Closing Date : the date (a) the Administrative Agent, the Syndication Parties and Borrower have executed all Loan Documents, and (b) the conditions set forth in Section 8.1 of this Credit Agreement have been met, which must occur on or before December 15, 2008. 1.25 Code : means the Internal Revenue Code of 1986. 1.26 Committed Term Loan Advance : the principal amount of the Term Loan Advance which any Syndication Party is obligated to make as a result of such Syndication Party having received a Term Loan Advance funding notice pursuant to Section 2.2 hereof, but which has not been funded. 1.27 Compliance Certificate : a certificate of the chief financial officer of Borrower acceptable to the Administrative Agent and in the form attached hereto as Exhibit 1.27 . 1.28 Communications : shall have the meaning set forth in Subsection 14.16.1. 1.29 Consolidated Cash Flow : for any period, the sum of (a) earnings before income taxes of Borrower and its Consolidated Subsidiaries for such period determined on a consolidated basis in accordance with GAAP; plus (b) amounts that have been deducted in the determination of such earnings before income taxes for such period for (i) Consolidated Interest Expense for such period, (ii) Depreciation for such period, (iii) Amortization for such period, and (iv) extraordinary and/or one-time non-cash losses for such period; minus (c) the amounts that have been included in the determination of such earnings before income taxes for such period for (i) extraordinary gains, (ii) extraordinary and/or one-time income, (iii) non-cash patronage income, and (iv) non-cash equity earnings in joint ventures. 1.30 Consolidated Current Assets : the total current assets of Borrower and its Consolidated Subsidiaries as measured in accordance with GAAP. 1.31 Consolidated Current Liabilities : the total current liabilities of Borrower and its Consolidated Subsidiaries as measured in accordance with GAAP. 1.32 Consolidated Funded Debt : all indebtedness for borrowed money of the Borrower and its Subsidiaries, that is classified as long term debt in accordance with GAAP, and shall

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include Debt of such maturity created or assumed by the Borrower or any Consolidated Subsidiary either directly or indirectly, including obligations of such maturity secured by liens upon property of the Borrower or its Consolidated Subsidiaries and upon which such entity customarily pays the interest, and all rental payments under capitalized leases of such maturity. 1.33 Consolidated Interest Expense : for any period, all interest expense of Borrower and its Consolidated Subsidiaries, as determined in accordance with GAAP. 1.34 Consolidated Members' and Patrons' Equity : the amount of equity accounts plus (or minus in the case of a deficit) the amount of surplus and retained earnings accounts of Borrower and its Consolidated Subsidiaries and the minority interest in Subsidiaries, provided that the total amount of intangible assets of Borrower and its Consolidated Subsidiaries (including, without limitation, unamortized debt discount and expense, deferred charges and goodwill) included therein shall not exceed $30,000,000 (and to the extent such intangible assets exceed $30,000,000.00, they will not be included in the calculation of Consolidated Members' and Patrons' Equity); all as determined in accordance with GAAP consistently applied. 1.35 Consolidated Subsidiary : any Subsidiary whose accounts are consolidated with those of Borrower in accordance with GAAP. 1.36 Contributing Syndication Parties : shall have the meaning set forth in Section 13.3. 1.37 Debt : means as to any Person: (a) indebtedness or liability of such Person for borrowed money, or for the deferred purchase price of property or services (including trade obligations); (b) obligations of such Person as lessee under capital leases; (c) obligations of such Person arising under bankers' or trade acceptance facilities; (d) all guarantees, endorsements (other than for collection or deposit in the ordinary course of business), and other contingent obligations of such Person to purchase any of the items included in this definition, to provide funds for payment, to supply funds to invest in any other Person, or otherwise to assure a creditor of another Person against loss (without duplication); (e) all obligations secured by a lien on property owned by such Person, whether or not the obligations have been assumed; and (f) all obligations of such Person under any agreement providing for an interest rate swap, cap, cap and floor, contingent participation or other hedging mechanisms with respect to interest payable on any of the items described in this definition. 1.38 Default Interest Rate : a rate of interest equal to 200 basis points in excess of the interest rate which would otherwise be applicable on the Loan. 1.39 Delinquency Interest : shall have the meaning set forth in Section 13.3. 1.40 Delinquent Amount : shall have the meaning set forth in Section 13.3. 1.41 Delinquent Syndication Party : shall have the meaning set forth in Section 13.3. 1.42 Depreciation : the total depreciation of Borrower and its Consolidated Subsidiaries as measured in accordance with GAAP. 1.43 Embargoed Person : shall have the meaning set forth in Section 9.15.

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1.44 Environmental Laws : means any and all Federal, state, local, and foreign statutes, laws, regulations, ordinances, rules, judgments, orders, decrees, permits, concessions, grants, franchises, licenses, agreements or governmental restrictions relating to pollution and the protection of the environment or the release of any materials into the environment, including but not limited to those related to hazardous substances or wastes, air emissions and discharges to waste or public systems. 1.45 ERISA : shall have the meaning set forth in Section 7.10. 1.46 ERISA Affiliate : means any corporation or trade or business which is a member of the same controlled group of corporations (within the meaning of Section 414(b) of the Code) as Borrower or is under common control (within the meaning of Section 414(c) of the Code) with Borrower, provided, however, that for purposes of provisions herein concerning minimum funding obligations (imposed under Section 412 of the Code or Section 302 of ERISA), the term " ERISA Affiliate" shall also include any entity required to be aggregated with Borrower under Section 414(m) or 414(o) of the Code. 1.47 Event of Default : shall have the meaning set forth in Section 12.1. 1.48 Event of Syndication Default : shall have the meaning set forth in Subsection 13.28.1. 1.49 Executive Order : shall have the meaning set forth in Subsection 7.24.1. 1.50 Farm Credit System Institution : shall mean any Farm Credit Bank, any Federal land bank association, any production credit association, the banks for cooperatives, and such other institutions as may be a part of the Farm Credit System and chartered by and subject to regulation by the Farm Credit Administration. 1.51 Fiscal Quarter : each three (3) month period beginning on the first day of each of the following months: September, December, March and June. 1.52 Fiscal Year : a year commencing on September 1 and ending on August 31. 1.53 Funded Debt : means, with respect to any Person, at any time, all Debt of such Person in each case maturing by its terms more than one year after the date of creation thereof, or which is renewable or extendible at the option of such Person for a period ending more than one (1) year after the date of creation thereof, and shall include Debt of such maturity created or assumed by such Person either directly or indirectly, including obligations of such maturity secured by liens upon property of such Person and upon which such Person customarily pays the interest, and all obligations of such Person under Capital Leases of such maturity, and the net present value of obligations under Operating Leases as discounted by a rate of 8.0% per annum, and all obligations of reimbursement with respect to all letters of credit which support long-term debt, with expiration dates in excess of one year from the date of issuance thereof. 1.54 Funding Losses : shall have the meaning set forth in Section 4.5. 1.55 Funding Loss Notice : shall have the meaning set forth in Section 4.5.

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1.56 Funding Share : shall mean the amount of any Term Loan Advance which each Syndication Party is required to fund; which shall be equal to the Term Loan Advance multiplied by such Syndication Party' s Individual Term Loan Pro Rata Share. 1.57 GAAP : generally accepted accounting principles in the United States of America, as in effect from time to time. 1.58 Good Faith Contest : means the contest of an item if (a) the item is diligently contested in good faith by appropriate proceedings timely instituted, (b) either the item is (i) bonded or (ii) adequate reserves are established with respect to the contested item if and to the extent required in accordance with GAAP, (c) during the period of such contest, the enforcement of any contested item is effectively stayed, and (d) the failure to pay or comply with the contested item could not reasonably be expected to result in a Material Adverse Effect. 1.59 Governmental Authority : means any nation or government, any state or other political subdivision thereof, and any entity exercising executive, legislative, judicial, regulatory or administrative functions of or pertaining to government. 1.60 Hazardous Substances ; means any and all pollutants, toxic or hazardous wastes or any other substances that might pose a hazard to health or safety, the removal of which may be required or the generation, manufacture, refining, production, processing, treatment, storage, handling, transportation, transfer, use, disposal, release, discharge, spillage, seepage, or filtration of which is or shall be restricted, prohibited or penalized by any applicable law (including, without limitation, asbestos, urea formaldehyde foam insulation and polychlorinated biphenyls). 1.61 Holdout Lender : shall have the meaning set forth in Section 13.30. 1.62 Indemnified Agency Parties : shall have the meaning set forth in Section 13.17. 1.63 Indemnified Parties : shall have the meaning set forth in Section 11.1. 1.64 Individual Term Loan Commitment : means with respect to any Syndication Party, the amount shown as its Individual Term Loan Commitment on Schedule 1 hereto, subject to adjustment in the event of the sale of all or a portion of a Syndication Interest in accordance with Section 13.25 hereof. 1.65 Individual Outstanding Term Loan Obligation : means with respect to any Syndication Party, the sum of (a) the aggregate outstanding principal amount of the Term Loan Advance made by such Syndication Party, or (b) such Syndication Party' s Committed Term Loan Advance. 1.66 Individual Term Loan Pro Rata Share : means with respect to any Syndication Party a fraction, determined from time to time, expressed as a percentage (rounded to 9 decimal points), where the numerator is such Syndication Party' s Individual Term Loan Commitment and the denominator is the Aggregate Term Loan Commitment. 1.67 Intellectual Property : shall have the meaning set forth in Section 7.18.

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1.68 Investment : means, with respect to any Person, (a) any loan or advance by such Person to any other Person, (b) the purchase or other acquisition by such Person of any capital stock, obligations or securities of, or any capital contribution to, or investment in, or the acquisition by such Person of all or substantially all of the assets of, or any interest in, any other Person, (c) any performance or standby letter of credit where (i) that Person has the reimbursement obligation to the issuer, and (ii) the proceeds of such letter of credit are to be used for the benefit of any other Person, (d) the agreement by such Person to make funds available for the benefit of another Person to either cover cost overruns incurred in connection with the construction of a project or facility, or to fund a debt service reserve account, (e) the agreement by such Person to assume, guarantee, endorse or otherwise be or become directly or contingently responsible or liable for the obligations or debts of any other Person (other than by endorsement for collection in the ordinary course of business), (f) an agreement to purchase any obligations, stocks, assets, goods or services but excluding an agreement to purchase any assets, goods or services entered into in the ordinary course of business, (g) an agreement to supply or advance any assets, goods or services not in the ordinary course of business, or (h) an agreement to maintain or cause such Person to maintain a minimum working capital or net worth or otherwise to assure the creditors of any Person against loss. 1.69 Licensing Laws : shall have the meaning set forth in Section 7.4. 1.70 Lien : means with respect to any asset any mortgage, deed of trust, pledge, security interest, hypothecation, assignment for security purposes, encumbrance, lien (statutory or other), or other security agreement or charge, or encumbrance of any kind or nature whatsoever (including, without limitation, any conditional sale, Capital Lease or other title retention agreement related to such asset). 1.71 Loans : shall mean all Quoted Rate Loans outstanding at any time. 1.72 Loan Documents : this Credit Agreement and the Notes. 1.73 Material Adverse Effect : means a material adverse effect on (a) the financial condition, results of operation, business or property of Borrower; or (b) on the ability of Borrower to perform its obligations under this Credit Agreement and the other Loan Documents; or (c) on the ability of the Administrative Agent or the Syndication Parties to enforce their rights and remedies against Borrower under the Loan Documents. 1.74 Material Agreements : all agreements of Borrower, the termination or breach of which, based upon Borrower' s knowledge as of the date of making any representation with respect thereto, would have a Material Adverse Effect. 1.75 Multiemployer Plan : means a Plan meeting the definition of a " multiemployer plan" in Section 3(37) of ERISA. 1.76 Not Used . 1.77 Non-US Lender : shall have the meaning set forth in Section 13.29.

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1.78 Note or Notes : the Term Loan Notes and all amendments, renewals, substitutions and extensions thereof. 1.79 OFAC : shall have the meaning set forth in Section 9.15. 1.80 Operating Lease : means any lease of property (whether real, personal or mixed) by a Person under which such Person is lessee, other than a Capital Lease. 1.81 Organization Documents : in the case of a corporation, its articles or certificate of incorporation and bylaws; in the case of a partnership, its partnership agreement and certificate of limited partnership, if applicable; in the case of a limited liability company, its articles of organization and its operating agreement. 1.82 Other List : shall have the meaning set forth in Section 9.15. 1.83 Payment Account : shall have the meaning set forth in Section 13.9. 1.84 Payment Distribution : shall have the meaning set forth in Section 13.9. 1.85 PBGC : shall have the meaning set forth in Section 7.10. 1.86 Permitted Encumbrance : shall have the meaning set forth in Section 10.3. 1.87 Person : any individual, sole proprietorship, partnership, joint venture, trust, unincorporated organization, association, corporation, limited liability company, cooperative association, institution, government or governmental agency (whether national, federal, state, provincial, country, city, municipal or otherwise, including without limitation, and instrumentality, division, agency, body or department thereof), or other entity. 1.88 Plan : means any plan, agreement, arrangement or commitment which is an employee benefit plan, as defined in Section 3(3) of ERISA, maintained by Borrower or any Subsidiary or any ERISA Affiliate or with respect to which Borrower or any Subsidiary or any ERISA Affiliate at any relevant time has any liability or obligation to contribute. 1.89 Platform : shall have the meaning set forth in Subsection 14.16.2. 1.90 Potential Default : any event, other than an event described in Section 12.1(a) hereof, which with the giving of notice or lapse of time, or both, would become an Event of Default. 1.91 Prohibited Transaction : means any transaction prohibited under Section 406 of ERISA or Section 4975 of the Code. 1.92 Quoted Rate : means a fixed rate of interest determined and quoted by the Administrative Agent in its sole and absolute discretion from time to time at the request of Borrower, which may not necessarily be the lowest rate at which the Administrative Agent or any of the Syndication Parties loans funds at that time. 1.93 Quoted Rate Loan : shall have the meaning set forth in Subsection 3.1.1.

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1.94 Quoted Rate Period : shall have the meaning set forth in Subsection 3.1.1. 1.95 Not Used 1.96 Regulatory Change : shall have the meaning set forth in Section 14.12. 1.97 Replacement Lender : shall have the meaning set forth in Section 13.30. 1.98 Reportable Event : means any of the events set forth in Section 4043(b) of ERISA or in the regulations thereunder. 1.99 Required Lenders : shall mean Syndication Parties (including Voting Participants) whose aggregate Individual Term Loan Commitments constitute fifty-one percent (51.0%) or more of the Aggregate Term Loan Commitment; provided however , if fewer than three Syndication Parties (including Voting Participants) hold fifty-one percent (51.0%) or more of the Aggregate Term Loan Commitment, then the number of Syndication Parties (including Voting Participants) which shall constitute the Required Lenders shall be not less than (i) all of the Syndication Parties (including Voting Participants) if there are only one or two Syndication Parties (including Voting Participants), or (ii) three of the Syndication Parties (including Voting Participants) if there are three or more Syndication Parties (including Voting Participants) and two of them together hold fifty-one percent (51.0%) or more of the Aggregate Term Loan Commitment. Pursuant to Section 13.26 hereof, Voting Participants shall, under the circumstances set forth therein, be entitled to voting rights and to be included in determining whether certain action is being taken by the Required Lenders. 1.100 Required License : shall have the meaning set forth in Section 7.9. 1.101 Restricted Subsidiary : shall mean those Subsidiaries identified on Exhibit 1.101 hereto, as it may be amended from time to time with the prior written consent of Borrower, the Administrative Agent and the Required Lenders. 1.102 Revolving Loan Credit Agreement : shall mean that certain Credit Agreement (Revolving Loan) dated as of May 18, 2006 by and between Borrower and CoBank, as administrative agent for all syndication parties thereunder, and as a syndication party thereunder, and the other syndication parties set forth on the signature pages thereto, as amended from time to time. 1.103 SDN List : shall have the meaning set forth in Section 9.15. 1.104 Subsidiary : means with respect to any Person: (a) any corporation in which such Person, directly or indirectly, (i) owns more than fifty percent (50%) of the outstanding stock thereof, or (ii) has the power under ordinary circumstances to elect at least a majority of the directors thereof, or (b) any partnership, association, joint venture, limited liability company, or other unincorporated organization or entity, with respect to which such Person, (i) directly or indirectly owns more than fifty percent (50%) of the equity interest thereof, or (ii) directly or indirectly owns an equity interest in an amount sufficient to control the management thereof. All of Borrower' s Subsidiaries owned as of the Closing Date are set forth on Exhibit 1.104 hereto.

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1.105 Successor Agent : such Person as may be appointed as successor to the rights and duties of the Administrative Agent as provided in Section 13.20 of this Credit Agreement. 1.106 Syndication Acquisition Agreement : shall have the meaning set forth in Section 13.25. 1.107 Syndication Interest : shall have the meaning set forth in Section 13.1. 1.108 Syndication Parties : shall mean those entities listed on Schedule 1 hereto as having an Individual Term Loan Commitment, and such Persons as shall from time to time execute a Syndication Acquisition Agreement substantially in the form of Exhibit 13.25 hereto signifying their election to purchase all or a portion of the Syndication Interest of any Syndication Party, in accordance with Section 13.25 hereof, and to become a Syndication Party hereunder. 1.109 Syndication Party Advance Date : shall have the meaning set forth in Section 13.2. 1.110 Term Loan Note(s) : shall have the meaning set forth in Section 2.3. 1.111 Term Loan Advance : shall have the meaning set forth in Section 2.1. 1.112 Term Loan : means the loan made pursuant to Article 2 of this Credit Agreement. 1.113 Term Loan Maturity Date : means December 15, 2017. 1.114 Transfer : shall have the meaning set forth in Section 13.25. 1.115 USA Patriot Act : shall have the meaning set forth in Section 7.24.1. 1.116 Voting Participant : shall have the meaning set forth in Section 13.26. 1.117 Wire Instructions : shall have the meaning set forth in Section 13.27. ARTICLE 2. TERM LOAN 2.1 Term Loan . On the terms and conditions set forth in this Credit Agreement, each of the Syndication Parties severally agrees to advance funds hereunder to Borrower on or about the Closing Date in an aggregate principal amount of $150,000,000 (" Term Loan Advance" ), and Borrower agrees that its execution of this Credit Agreement shall constitute its request for the Term Loan Advance. 2.2 Borrowing Notice . With respect to the Term Loan Advance (which the Syndication Parties shall provide automatically on or about the Closing Date), Borrower shall confirm that the Quoted Rate Period shall be ten (10) years. The Administrative Agent will make such Term Loan Advance available to Borrower, in immediately available funds, and will transmit such funds by wire transfer to Borrower' s Account. 2.3 Promissory Note . Borrower' s obligations to each Syndication Party under the Term Loan, including Borrower' s payment obligations with respect to all Term Loan Advances made by each Syndication Party shall be evidenced by, and repaid with interest in accordance with, a

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promissory note of Borrower in substantially the form of Exhibit 2.3 hereto duly completed, in the stated maximum principal amount equal to such Syndication Party' s Individual Term Loan Commitment, payable to such
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