IN
CONNECTION WITH, THIS NOTE, OR ANY COURSE OF CONDUCT, COURSE OF DEALING,
STATEMENTS (WHETHER ORAL OR WRITTEN) OR ACTIONS OF THE LENDER OR THE BORROWER IN
CONNECTION HEREWITH; PROVIDED THAT NOTHING HEREIN SHALL LIMIT THE RIGHT OF THE
LENDER TO BRING PROCEEDINGS AGAINST THE BORROWER IN THE COURTS OF ANY OTHER
JURISDICTION.
THE BORROWER IRREVOCABLY CONSENTS TO THE SERVICE OF PROCESS BY REGISTERED MAIL,
POSTAGE PREPAID, OR BY PERSONAL SERVICE WITHIN OR WITHOUT THE STATE OF NEW YORK
AT THE ADDRESS FOR NOTICES SPECIFIED IN SECTION ‎11.2 OF THE CREDIT AGREEMENT.
THE BORROWER HEREBY EXPRESSLY AND IRREVOCABLY WAIVES, TO THE FULLEST EXTENT
PERMITTED BY LAW, ANY OBJECTION THAT IT MAY HAVE OR HEREAFTER MAY HAVE TO THE
LAYING OF VENUE OF ANY SUCH LITIGATION BROUGHT IN ANY SUCH COURT REFERRED TO
ABOVE AND ANY CLAIM THAT ANY SUCH LITIGATION HAS BEEN BROUGHT IN AN INCONVENIENT
FORUM.
TO THE EXTENT THAT THE BORROWER HAS OR HEREAFTER MAY ACQUIRE ANY
IMMUNITY FROM JURISDICTION OF ANY COURT OR FROM ANY LEGAL PROCESS WHETHER
THROUGH SERVICE OR NOTICE, ATTACHMENT PRIOR TO JUDGMENT, ATTACHMENT IN AID OF
EXECUTION OR OTHERWISE) WITH RESPECT TO ITSELF OR ITS PROPERTY, THE BORROWER
HEREBY IRREVOCABLY WAIVES TO THE FULLEST EXTENT PERMITTED BY LAW SUCH IMMUNITY
IN RESPECT OF ITS OBLIGATIONS UNDER THIS NOTE.
THE BORROWER HEREBY WAIVES, TO
THE MAXIMUM EXTENT NOT PROHIBITED BY LAW, ANY RIGHT THAT IT MAY HAVE TO CLAIM OR
RECOVER IN ANY LEGAL ACTION OR PROCEEDING REFERRED TO HEREIN ANY SPECIAL,
EXEMPLARY, PUNITIVE OR CONSEQUENTIAL DAMAGES.
IN WITNESS WHEREOF, the Borrower has executed this Note as of the date first
written above.
SONORAN ENERGY, INC.
By:
____________________________________
Name:
Title:
[Remainder of page left blank intentionally.]
NYI-4016648v10
A-2
EXHIBIT B
FORM OF
NOTICE OF BORROWING
________________, 20____
Standard Bank Plc,
Common Bridge House
25 Dowgate Hill
London EC4R 25B
United Kingdom
Attention: ________________
Re: Notice of Borrowing
Dear Sirs:
The undersigned hereby refers to the Credit Agreement, dated as of [___], 20007
(as the same may be amended, restated or otherwise modified from time to time,
the "Credit Agreement," the terms defined therein being used herein as therein
defined), between, among others, SONORAN ENERGY, INC. as Borrower and STANDARD
BANK PLC as Administrative Agent and hereby gives irrevocable notice, pursuant
to Section 2.3 of the Credit Agreement, that it requests a Borrowing of Loans
under the Credit Agreement, and in connection therewith sets forth on Annex 1
hereto the information relating to such Borrowing as required by Section 2.3 of
the Credit Agreement.
The undersigned hereby certifies that both before and after giving effect to any
Loan requested hereunder
the following statements shall be true and correct:
(a)
the representations and warranties set forth in each Loan Document shall, in
each case, be true and correct in all material respects with the same effect as
if then made (unless stated to relate solely to an earlier date, in which case
such representations and warranties shall be true and correct in all material
respects