Common use of Exh Clause in Contracts

Exh. The Borrower, for itself, its successors and assigns, hereby waives diligence, presentment, protest and demand and notice of protest, demand, dishonor and nonpayment of this Note. THIS NOTE SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW YORK. NORTH AMERICA CAPITAL HOLDING COMPANY By:______________________________________ Name: Title: Xxx. X-0 Xxxxxxx X-0 to Loan Agreement FORM OF LEVERAGE RATIO CERTIFICATION HSH Nordbank AG, New York Branch, as Administrative Agent 000 Xxxxxxx Xxxxxx Xxx Xxxx, XX 00000-0000 Attention: Xxxxxxxxx Xxxx/Xxxx Xxxxx This Certificate (this "Certificate") is delivered pursuant to Section 6.1(a)(iv) of that certain Loan Agreement, dated as of October [___], 2004 (as amended, supplemented, modified or replaced from time to time, the "Loan Agreement"), among North America Capital Holding Company, a Delaware corporation ("Borrower"), the Lenders party thereto from time to time, and HSH Nordbank AG, New York Branch, as the Administrative Agent (in such capacity, the "Administrative Agent"). All capitalized terms used but not defined herein shall have the meanings specified in the Loan Agreement. I hereby certify to the Administrative Agent on behalf of the Borrower as follows: