Common use of The Non-U Clause in Contracts

The Non-U. S. Lender is not a controlled foreign corporation related to the Borrower (within the meaning of section 881(c)(3)(C) of the Code). Under penalties of perjury I declare that I have examined this certification and to the best of my knowledge and belief it is true, correct and complete, and I further declare that I have authority to sign this document on behalf of the Non-U.S. Lender. Title: Date [Insert Name of Non-U.S. Lender] $[____________] [DATE THIS REVOLVING NOTE IS NOT PERMITTED TO BE TRANSFERRED, ASSIGNED, EXCHANGED OR OTHERWISE PLEDGED OR CONVEYED EXCEPT TO AN ELIGIBLE ASSIGNEE AND IN COMPLIANCE WITH THE TERMS OF THE LOAN AND SERVICING AGREEMENT REFERRED TO HEREIN. FOR VALUE RECEIVED, STAR MOUNTAIN LOWER MIDDLE-MARKET CAPITAL CORP., a Delaware corporation (the “Borrower”), promises to pay to [LENDER NAME] (“Lender”), the principal sum of [________] DOLLARS ($[________]), or, if less, the unpaid principal amount of the aggregate advances (“Advances”) made by the Lender to the Borrower pursuant to the Loan and Servicing Agreement (as defined below), as set forth on the attached Schedule, on the dates specified in the Loan and Servicing Agreement, and to pay interest on the unpaid principal amount of each Advance on each day that such unpaid principal amount is outstanding, at the Interest Rate related to such Advance as provided in the Loan and Servicing Agreement, on each Payment Date and each other date specified in the Loan and Servicing Agreement. This Revolving Note (the “Note”) is issued pursuant to the Loan and Servicing Agreement, dated as of [________ __], 2021 (as amended, amended and restated, modified, waived, supplemented or restated from time to time, the “Loan and Servicing Agreement”), by and among the Borrower, Sterling National Bank, as the administrative agent (in such capacity, the “Administrative Agent”) and as the collateral agent (in such capacity, the “Collateral Agent”), and each of the Lenders from time to time party thereto (including the Lender). Capitalized terms used but not defined herein shall have the meanings provided in the Loan and Servicing Agreement. Notwithstanding any other provisions contained in this Note, if at any time the rate of interest payable by the Borrower under this Note, when combined with any and all other charges provided for in this Note, in the Loan and Servicing Agreement or in any other document (to the extent such other charges would constitute interest for the purpose of any applicable law limiting interest that may be charged on this Note), exceeds the highest rate of interest permissible under applicable law (the “Maximum Lawful Rate”), then so long as the Maximum Lawful Rate would be exceeded, the rate of interest under this Note shall be equal to the Maximum Lawful Rate. If at any time thereafter the rate of interest payable under this Note is less than the Maximum Lawful Rate, the Borrower shall continue to pay interest under this Note at the Maximum Lawful Rate until such time as the total interest paid by the Borrower is equal to the total interest that would have been paid had applicable law not limited the interest rate payable under this Note. In no event shall the total interest received by the Lender under this Note exceed the amount which the Lender could lawfully have received had the interest due under this Note been calculated since the date of this Note at the Maximum Lawful Rate. Payments of the principal of, and interest on, Advances represented by this Note shall be made by or on behalf of the Borrower to the holder hereof by wire transfer of immediately available funds in the manner and at the address specified for such purpose as provided in the Loan and Servicing Agreement, or in such manner or at such other address as the holder of this Note shall have specified in writing to the Borrower for such purpose, without the presentation or surrender of this Note or the making of any notation on this Note. If any payment under this Note falls due on a day that is not a Business Day, then such due date shall be extended to the next succeeding Business Day and interest shall be payable on any principal so extended at the applicable Interest Rate. If any Event of Default shall have occurred, the Interest Rate shall be increased pursuant to the increase set forth in the definition of “Applicable Spread” set forth in the Loan and Servicing Agreement, effective as of the date of the occurrence of such Event of Default, and shall apply after the occurrence of such Event of Default. Portions or all of the principal amount of the Note shall become due and payable at the time or times set forth in the Loan and Servicing Agreement. Any portion or all of the principal amount of this Note may be prepaid, together with interest thereon (and, as set forth in the Loan and Servicing Agreement, certain costs and expenses of the Lender) at the time and in the manner set forth in, but subject to the provisions of, the Loan and Servicing Agreement. Except as provided in the Loan and Servicing Agreement, the Borrower expressly waives presentment, demand, diligence, protest and all notices of any kind whatsoever with respect to this Note. All amounts evidenced by this Note, the Lender’s Advances and all payments and prepayments of the principal hereof and the respective dates and maturity dates thereof shall be endorsed by the Lender, on the schedule attached hereto and made a part hereof or on a continuation thereof, which shall be attached hereto and made a part hereof; provided, however, that the failure of the Lender to make such a notation shall not in any way limit or otherwise affect the obligations of the Borrower under this Note as provided in the Loan and Servicing Agreement. The holder hereof may sell, assign, transfer, negotiate, grant participations in or otherwise dispose of all or any portion of any Advances made by the Lender and represented by this Note and the indebtedness evidenced by this Note, subject to the applicable provisions of the Loan and Servicing Agreement. This Note is secured by the security interests granted pursuant to Section 2.11 and 2.12 of the Loan and Servicing Agreement. The holder of this Note is entitled to the benefits of the Loan and Servicing Agreement and may enforce the agreements of the Borrower contained in the Loan and Servicing Agreement and exercise the remedies provided for by, or otherwise available in respect of, the Loan and Servicing Agreement, all in accordance with the terms of the Loan and Servicing Agreement. If an Event of Default shall occur, the unpaid balance of the principal of all Advances, together with accrued interest thereon, may be declared, and may become, due and payable in the manner and with the effect provided in the Loan and Servicing Agreement. The Borrower, the Lenders, the Administrative Agent and the Collateral Agent each intend, for federal, state and local income and franchise tax purposes only, that this Note be evidence of indebtedness of the Borrower secured by the Collateral and the Lender by the acceptance hereof, agrees to treat the Note for federal, state and local income and franchise tax purposes as indebtedness of the Borrower. This Note is a “Revolving Note” as referred to in the Loan and Servicing Agreement. This Note shall be construed in accordance with and governed by the laws of the State of New York.

The Non-U. S. Lender is not a controlled foreign corporation related to the Borrower (within the meaning of section 881(c)(3)(C) of the Code). Under penalties of perjury I declare that I have examined this certification and to the best of my knowledge and belief it is true, correct and complete, and I further declare that I have authority to sign this document on behalf of the Non-U.S. Lender. Title: Date [Insert Name of Non-U.S. Lender] $EXHIBIT S FORM OF COMPLIANCE CERTIFICATE (Required Asset Coverage Ratio) [____________Date] [DATE THIS REVOLVING NOTE IS NOT PERMITTED TO BE TRANSFERREDCitibank, ASSIGNEDN.A. as the Administrative Agent 000 Xxxxxxxxx Xxxxxx Xxx Xxxx, EXCHANGED OR OTHERWISE PLEDGED OR CONVEYED EXCEPT TO AN ELIGIBLE ASSIGNEE AND IN COMPLIANCE WITH THE TERMS OF THE LOAN AND SERVICING AGREEMENT REFERRED TO HEREINXxx Xxxx 00000 Attention: Xx. FOR VALUE RECEIVEDXxxxx Xxxxxxxxx, STAR MOUNTAIN LOWER MIDDLEVice President Facsimile No.: (000) 000-MARKET CAPITAL CORP., a Delaware corporation (the “Borrower”), promises to pay to [LENDER NAME] (“Lender”), the principal sum of [________] DOLLARS ($[________]), or, if less, the unpaid principal amount of the aggregate advances (“Advances”) made by the Lender to the Borrower pursuant to the 0000 Email: xxxxx.xxxxxxxxx@xxxx.xxx Re: Loan and Servicing Agreement (dated as defined below)of May 24, as set forth on the attached Schedule, on the dates specified in the Loan 2013 Ladies and Servicing Agreement, and Gentlemen: This Compliance Certificate is delivered to pay interest on the unpaid principal amount of each Advance on each day that such unpaid principal amount is outstanding, at the Interest Rate related to such Advance as provided in the Loan and Servicing Agreement, on each Payment Date and each other date specified in the Loan and Servicing Agreement. This Revolving Note (the “Note”) is issued you pursuant to the Section 6.08(i) of that certain Loan and Servicing Agreement, dated as of [________ __]May 24, 2021 2013 (as amended, amended and restated, modified, waived, supplemented or restated from time to time, the “Loan and Servicing Agreement”), by Carlyle GMS Finance SPV LLC, as the borrower, Carlyle GMS Finance, Inc., as the transferor and among as the Borrowerservicer (in such capacity, Sterling National Bankthe “Servicer”), Citibank, N.A., as the administrative agent (in such capacity, the “Administrative Agent”) and as the collateral agent (in such capacityagent, the “Collateral Agent”), and each of the Conduit Lenders, Liquidity Banks, Institutional Lenders and Lender Agents from time to time party thereto (including thereto, Citibank, N.A. and SunTrust Xxxxxxxx Xxxxxxxx, Inc., as the Lender)joint lead arrangers, and Xxxxx Fargo Bank, National Association, as the account bank, as the backup servicer, as the collateral custodian and as the collateral administrator. Capitalized terms used but not defined herein shall have the meanings provided in the Loan and Servicing Agreement. Notwithstanding any other provisions contained in this Note, if at any time the rate of interest payable by the Borrower under this Note, when combined with any and all other charges provided for in this Note, in the Loan and Servicing Agreement or in any other document (The undersigned hereby certifies to the extent such other charges would constitute interest Administrative Agent that the Servicer is in compliance with the Required Asset Coverage Ratio for the purpose of any applicable law limiting interest fiscal quarter ending [ ]. The undersigned certifies that may be charged on this Note), exceeds the highest rate of interest permissible under applicable law (the “Maximum Lawful Rate”), then so long as the Maximum Lawful Rate would be exceeded, the rate of interest under this Note shall be equal to the Maximum Lawful Rate. If at any time thereafter the rate of interest payable under this Note all information contained herein is less than the Maximum Lawful Rate, the Borrower shall continue to pay interest under this Note at the Maximum Lawful Rate until such time as the total interest paid by the Borrower is equal to the total interest that would have been paid had applicable law not limited the interest rate payable under this Note. In no event shall the total interest received by the Lender under this Note exceed the amount which the Lender could lawfully have received had the interest due under this Note been calculated since the date of this Note at the Maximum Lawful Rate. Payments of the principal of, true and interest on, Advances represented by this Note shall be made by or on behalf of the Borrower to the holder hereof by wire transfer of immediately available funds in the manner and at the address specified for such purpose as provided in the Loan and Servicing Agreement, or in such manner or at such other address as the holder of this Note shall have specified in writing to the Borrower for such purpose, without the presentation or surrender of this Note or the making of any notation on this Note. If any payment under this Note falls due on a day that is not a Business Day, then such due date shall be extended to the next succeeding Business Day and interest shall be payable on any principal so extended at the applicable Interest Rate. If any Event of Default shall have occurred, the Interest Rate shall be increased pursuant to the increase set forth in the definition of “Applicable Spread” set forth in the Loan and Servicing Agreement, effective correct as of the date of the occurrence of such Event of Default, and shall apply after the occurrence of such Event of Default. Portions or all of the principal amount of the Note shall become due and payable at the time or times set forth in the Loan and Servicing Agreement. Any portion or all of the principal amount of this Note may be prepaid, together with interest thereon (and, as set forth in the Loan and Servicing Agreement, certain costs and expenses of the Lender) at the time and in the manner set forth in, but subject to the provisions of, the Loan and Servicing Agreement. Except as provided in the Loan and Servicing Agreement, the Borrower expressly waives presentment, demand, diligence, protest and all notices of any kind whatsoever with respect to this Note. All amounts evidenced by this Note, the Lender’s Advances and all payments and prepayments of the principal hereof and the respective dates and maturity dates thereof shall be endorsed by the Lender, on the schedule attached hereto and made a part hereof or on a continuation thereof, which shall be attached hereto and made a part hereof; provided, however, that the failure of the Lender to make such a notation shall not in any way limit or otherwise affect the obligations of the Borrower under this Note as provided in the Loan and Servicing Agreement. The holder hereof may sell, assign, transfer, negotiate, grant participations in or otherwise dispose of all or any portion of any Advances made by the Lender and represented by this Note and the indebtedness evidenced by this Note, subject to the applicable provisions of the Loan and Servicing Agreement. This Note is secured by the security interests granted pursuant to Section 2.11 and 2.12 of the Loan and Servicing Agreement. The holder of this Note is entitled to the benefits of the Loan and Servicing Agreement and may enforce the agreements of the Borrower contained in the Loan and Servicing Agreement and exercise the remedies provided for by, or otherwise available in respect of, the Loan and Servicing Agreement, all in accordance with the terms of the Loan and Servicing Agreement. If an Event of Default shall occur, the unpaid balance of the principal of all Advances, together with accrued interest thereon, may be declared, and may become, due and payable in the manner and with the effect provided in the Loan and Servicing Agreement. The Borrower, the Lenders, the Administrative Agent and the Collateral Agent each intend, for federal, state and local income and franchise tax purposes only, that this Note be evidence of indebtedness of the Borrower secured by the Collateral and the Lender by the acceptance hereof, agrees to treat the Note for federal, state and local income and franchise tax purposes as indebtedness of the Borrower. This Note is a “Revolving Note” as referred to in the Loan and Servicing Agreement. This Note shall be construed in accordance with and governed by the laws of the State of New York.

The Non-U. S. Lender is not a controlled foreign corporation related undertakes to notify the Borrower (within and Administrative Agent promptly upon the meaning obsolescence or invalidity of section 881(c)(3)(C) this Exemption Certificate if, following the execution date hereof, any statement herein ceases to be true at any time while the Non-U.S. Lender is entitled to payments of interest by the Borrower under the Loan Documents. The undersigned Non-U.S. Lender acknowledges that this Exemption Certificate is executed and delivered in order to substantiate its entitlement to an exemption from U.S. withholding tax under the Code). Under penalties of perjury I declare Further, the undersignedindividual certifies that I have examined this certification and to it has the best of my knowledge and belief it is true, correct and complete, and I further declare that I have requisite authority to sign execute and deliver this document on behalf of for the Non-U.S. Lender. [NAME OF NON-U.S. LENDER] Print Name: Title: Date [Insert Name Date: This Borrowing Notice (this "Borrowing Notice"),dated as of Non-U.S. Lender] $[____________] [DATE THIS REVOLVING NOTE IS NOT PERMITTED TO BE TRANSFERREDDecember [ ], ASSIGNED2007, EXCHANGED OR OTHERWISE PLEDGED OR CONVEYED EXCEPT TO AN ELIGIBLE ASSIGNEE AND IN COMPLIANCE WITH THE TERMS OF THE LOAN AND SERVICING AGREEMENT REFERRED TO HEREIN. FOR VALUE RECEIVEDis delivered to WestLB AG, STAR MOUNTAIN LOWER MIDDLE-MARKET CAPITAL CORP.New York Branch, a Delaware corporation as administrative agent (the “Borrower”"Administrative Agent"), promises pursuant to pay to [LENDER NAME] Section 2.2 (“Lender”), the principal sum of [________] DOLLARS ($[________]), or, if less, the unpaid principal amount Procedure for Borrowing) of the aggregate advances (“Advances”) made by the Lender to the Borrower pursuant to the Loan and Servicing Agreement (as defined below), as set forth on the attached Schedule, on the dates specified in the Loan and Servicing Agreement, and to pay interest on the unpaid principal amount of each Advance on each day that such unpaid principal amount is outstanding, at the Interest Rate related to such Advance as provided in the Loan and Servicing Agreement, on each Payment Date and each other date specified in the Loan and Servicing Agreement. This Revolving Note (the “Note”) is issued pursuant to the Loan and Servicing Credit Agreement, dated as of [________ __]December 28, 2021 2007 (as amended, amended and restated, modified, waived, supplemented or restated otherwise modified from time to time, the “Loan and Servicing "Credit Agreement”"), by and among the Colstrip Lease Holdings, LLC, a Delaware limited liability company, as Borrower, Sterling National BankWestLB AG, New York Branch, as the administrative agent (in such capacityLender, the “Administrative Agent”) and , WestLB AG, New York Branch, as Collateral Agent for the collateral agent (in such capacity, the “Collateral Agent”)Secured Parties, and each WestLB AG, New York Branch, as Sole Lead Arranger, Bookrunner and Syndication Agent. This Borrowing Notice sets forth certain undertakings and representations of the Lenders from time Borrower with respect to time party thereto (including the Lender)transactions contemplated by the Credit Agreement. Capitalized terms used herein but not otherwise defined herein shall have the respective meanings provided in the Loan and Servicing Agreement. Notwithstanding any other provisions contained in this Note, if at any time the rate of interest payable by the Borrower under this Note, when combined with any and all other charges provided for in this Note, in the Loan and Servicing Agreement or in any other document (to the extent such other charges would constitute interest for the purpose of any applicable law limiting interest that may be charged on this Note), exceeds the highest rate of interest permissible under applicable law (the “Maximum Lawful Rate”), then so long as the Maximum Lawful Rate would be exceeded, the rate of interest under this Note shall be equal to the Maximum Lawful Rate. If at any time thereafter the rate of interest payable under this Note is less than the Maximum Lawful Rate, the Borrower shall continue to pay interest under this Note at the Maximum Lawful Rate until such time as the total interest paid by the Borrower is equal to the total interest that would have been paid had applicable law not limited the interest rate payable under this Note. In no event shall the total interest received by the Lender under this Note exceed the amount which the Lender could lawfully have received had the interest due under this Note been calculated since the date of this Note at the Maximum Lawful Rate. Payments of the principal of, and interest on, Advances represented by this Note shall be made by or on behalf of the Borrower to the holder hereof by wire transfer of immediately available funds in the manner and at the address specified for such purpose as provided in the Loan and Servicing Agreement, or in such manner or at such other address as the holder of this Note shall have specified in writing to the Borrower for such purpose, without the presentation or surrender of this Note or the making of any notation on this Note. If any payment under this Note falls due on a day that is not a Business Day, then such due date shall be extended to the next succeeding Business Day and interest shall be payable on any principal so extended at the applicable Interest Rate. If any Event of Default shall have occurred, the Interest Rate shall be increased pursuant to the increase set forth in the definition of “Applicable Spread” set forth in the Loan and Servicing Credit Agreement, effective as of the date of the occurrence of such Event of Default, and shall apply after the occurrence of such Event of Default. Portions or all of the principal amount of the Note shall become due and payable at the time or times set forth in the Loan and Servicing Agreement. Any portion or all of the principal amount of this Note may be prepaid, together with interest thereon (and, as set forth in the Loan and Servicing Agreement, certain costs and expenses of the Lender) at the time and in the manner set forth in, but subject to the provisions of, the Loan and Servicing Agreement. Except as provided in the Loan and Servicing Agreement, the Borrower expressly waives presentment, demand, diligence, protest and all notices of any kind whatsoever with respect to this Note. All amounts evidenced by this Note, the Lender’s Advances and all payments and prepayments of the principal hereof and the respective dates and maturity dates thereof shall be endorsed by the Lender, on the schedule attached hereto and made a part hereof or on a continuation thereof, which shall be attached hereto and made a part hereof; provided, however, that the failure of the Lender to make such a notation shall not in any way limit or otherwise affect the obligations of the Borrower under this Note as provided in the Loan and Servicing Agreement. The holder hereof may sell, assign, transfer, negotiate, grant participations in or otherwise dispose of all or any portion of any Advances made by the Lender and represented by this Note and the indebtedness evidenced by this Note, subject to the applicable provisions of the Loan and Servicing Agreement. This Note is secured by the security interests granted pursuant to Section 2.11 and 2.12 of the Loan and Servicing Agreement. The holder of this Note is entitled to the benefits of the Loan and Servicing Agreement and may enforce the agreements of the Borrower contained in the Loan and Servicing Agreement and exercise the remedies provided for by, or otherwise available in respect of, the Loan and Servicing Agreement, all in accordance with the terms of the Loan and Servicing Agreement. If an Event of Default shall occur, the unpaid balance of the principal of all Advances, together with accrued interest thereon, may be declared, and may become, due and payable in the manner and with the effect provided in the Loan and Servicing Agreement. The Borrower, the Lenders, the Administrative Agent and the Collateral Agent each intend, for federal, state and local income and franchise tax purposes only, that this Note be evidence of indebtedness of the Borrower secured by the Collateral and the Lender by the acceptance hereof, agrees to treat the Note for federal, state and local income and franchise tax purposes as indebtedness of the Borrower. This Note is a “Revolving Note” as referred to in the Loan and Servicing Agreement. This Note shall be construed in accordance with and governed by the laws of the State of New York.

The Non-U. S. Lender is not a controlled foreign corporation related undertakes to notify the Borrower (within and Administrative Agent promptly upon the meaning obsolescence or invalidity of section 881(c)(3)(C) this Non-U.S. Lender Statement if, following the execution date hereof, any statement herein ceases to be true at any time while the Non-U.S. Lender is entitled to payments of interest by the Borrower under the Financing Documents. The undersigned Non-U.S. Lender acknowledges that this Non-U.S. Lender Statement is executed and delivered in order to substantiate its entitlement to an exemption from U.S. withholding tax under the Code). Under penalties of perjury I declare Further, the undersigned individual certifies that I have examined this certification and to it has the best of my knowledge and belief it is true, correct and complete, and I further declare that I have requisite authority to sign execute and deliver this document on behalf of for the Non-U.S. Lender. [NAME OF NON-U.S. LENDER] By: Print Name: Title: Date [Insert Name of NonDate: WestLB AG, New York Branch, as Administrative Agent for the Lenders 1000 Xxxxxx xx xxx Xxxxxxxx Xxx Xxxx, XX 00000 Attention: Axxxxx Xxxxxx Phone: 200-U.S. Lender] $[____________] [DATE THIS REVOLVING NOTE IS NOT PERMITTED TO BE TRANSFERRED, ASSIGNED, EXCHANGED OR OTHERWISE PLEDGED OR CONVEYED EXCEPT TO AN ELIGIBLE ASSIGNEE AND IN COMPLIANCE WITH THE TERMS OF THE LOAN AND SERVICING AGREEMENT REFERRED TO HEREIN. FOR VALUE RECEIVED, STAR MOUNTAIN LOWER MIDDLE000-MARKET CAPITAL CORP.0000 Facsimile: 200-000-0000 E-mail Address: NXX_Xxxxxx_Xxxxxxxx@XxxxXX.xxx Ladies and Gentlemen: The undersigned, a Delaware corporation duly authorized officer of Mxxxx-XxXxxx, LLC (the “Insurance Consultant”), hereby provides this letter to you in accordance with Section 6.01(p) of that certain Senior Credit Agreement (as amended, supplemented or otherwise modified from time to time, the “Senior Credit Agreement”), dated as of November 20, 2007, by and among SOUTHWEST GEORGIA ETHANOL, LLC (the “Borrower”), promises to pay to [LENDER NAME] (“Lender”), the principal sum of [________] DOLLARS ($[________]), or, if less, the unpaid principal amount of the aggregate advances (“Advances”) made by the Lender to the Borrower pursuant to the Loan and Servicing Agreement (as defined below), as set forth on the attached Schedule, on the dates specified in the Loan and Servicing Agreement, and to pay interest on the unpaid principal amount of each Advance on each day that such unpaid principal amount is outstanding, at the Interest Rate related to such Advance as provided in the Loan and Servicing Agreement, on each Payment Date and each other date specified in the Loan and Servicing Agreement. This Revolving Note (the “Note”) is issued pursuant to the Loan and Servicing Agreement, dated as of [________ __], 2021 (as amended, amended and restated, modified, waived, supplemented or restated from time to time, the “Loan and Servicing Agreement”), by and among the Borrower, Sterling National Bank, as the administrative agent (in such capacity, the “Administrative Agent”) and as the collateral agent (in such capacity, the “Collateral Agent”), and each of the Lenders from time to time party thereto (including hereto, WESTLB AG, NEW YORK BRANCH, as Administrative Agent for the Lender)Lenders, WESTLB AG, NEW YORK BRANCH, as Collateral Agent for the Senior Secured Parties and WESTLB AG, NEW YORK BRANCH, as sole lead arranger, bookrunner and syndication agent. Capitalized terms used herein but not defined herein shall have the respective meanings provided assigned to such terms in the Loan and Servicing Agreement. Notwithstanding any other provisions contained in this NoteSenior Credit Agreement or, if at any time the rate of interest payable by the Borrower under this Note, when combined with any and all other charges provided for in this Notenot defined therein, in the Loan and Servicing Agreement or in any other document (common practice of the insurance industry. The Insurance Consultant acknowledges that pursuant to the extent such other charges would constitute interest Senior Credit Agreement, the Lenders will be providing financing to the Borrower for the purpose construction of any applicable law limiting interest that may the Project and in so doing will be charged relying on this Note), exceeds the highest rate of interest permissible under applicable law (the “Maximum Lawful Rate”), then so long as the Maximum Lawful Rate would be exceededcertificate, the rate Insurance Consultant’s report dated November 15, 2006 and the Insurance Consultant’s Opinion dated October 3, 2007. The Insurance Consultant certifies that attached hereto as Attachment 1 is a true, correct and complete copy of interest under this Note shall be equal to each of such report and such opinion, and each of such report and such opinion represents the Maximum Lawful RateInsurance Consultant’s professional opinion as of the date thereof. If at any time thereafter the rate of interest payable under this Note is less than the Maximum Lawful RateFurther, the Borrower shall continue to pay interest under this Note at the Maximum Lawful Rate until such time as the total interest paid by the Borrower is equal to the total interest that would have been paid had applicable law not limited the interest rate payable under this Note. In no event shall the total interest received by the Lender under this Note exceed the amount which the Lender could lawfully have received had the interest due under this Note been calculated since the date of this Note at such report, nothing has come to our attention that would cause us to change that report. The Insurance Consultant hereby further certifies to the Maximum Lawful Rate. Payments Administrative Agent that: (i) the Borrower has evidenced all insurance binders required pursuant to and in accordance with Section 6.01(p) of the principal ofSenior Credit Agreement, and interest on, Advances represented by this Note shall be made by or on behalf of their insurance broker has executed a letter confirming that all such insurance policies are in full force and effect; (ii) the Borrower to the holder hereof by wire transfer of immediately available funds in the manner and at the address specified for such purpose as provided in the Loan and Servicing Agreement, or in such manner or at such other address as the holder of this Note shall have specified in writing to the Borrower for such purpose, without the presentation or surrender of this Note or the making of any notation on this Note. If any payment under this Note falls due on a day Borrower’s insurance broker has confirmed that is not a Business Day, then such due date shall be extended to the next succeeding Business Day and interest shall be payable on any principal so extended at the applicable Interest Rate. If any Event of Default shall have occurred, the Interest Rate shall be increased pursuant to the increase set forth in the definition of “Applicable Spread” set forth in the Loan and Servicing Agreement, effective as of the date of the occurrence of such Event of Default, and shall apply after the occurrence of such Event of Default. Portions or all of the principal amount of the Note shall become premiums due and payable at the time or times set forth in the Loan and Servicing Agreement. Any portion or all of the principal amount of this Note may be prepaid, together with interest thereon (and, as set forth in the Loan and Servicing Agreement, certain costs and expenses of the Lender) at the time and in the manner set forth in, but subject to the provisions of, the Loan and Servicing Agreement. Except as provided in the Loan and Servicing Agreement, the Borrower expressly waives presentment, demand, diligence, protest and all notices of any kind whatsoever with respect to this Note. All amounts evidenced by this Note, the Lender’s Advances and all payments and prepayments of the principal hereof and the respective dates and maturity dates thereof shall be endorsed by the Lender, on the schedule attached hereto and made a part hereof each such insurance policy have been paid or on a continuation thereof, which shall be attached hereto and made a part hereof; provided, however, that the failure of the Lender to make such a notation shall Borrower is not in arrears on any way limit such premium due; (iii) each such insurance policy is placed with insurance carriers which are authorized to do business in Georgia and rated “A-, X” or otherwise affect the obligations of the Borrower under this Note as provided in the Loan better by A.M. Best’s Insurance Guide and Servicing Agreement. Key Ratings; The holder hereof may sell, assign, transfer, negotiate, grant participations in or otherwise dispose of all or any portion of any Advances made by the Lender Borrower’s insurance broker has evidenced binders and represented by this Note and the indebtedness evidenced by this Note, subject to the applicable provisions of the Loan and Servicing Agreement. This Note is secured by the security interests granted pursuant to Section 2.11 and 2.12 of the Loan and Servicing Agreement. The holder of this Note is entitled to the benefits of the Loan and Servicing Agreement and may enforce the agreements of the Borrower contained in the Loan and Servicing Agreement and exercise the remedies provided for by, or otherwise available in respect of, the Loan and Servicing Agreement, all in accordance has confirmed that: • Each such insurance policy (with the terms exception of the Loan Professional Liability, Directors and Servicing Agreement. If an Event of Default shall occur, the unpaid balance of the principal of all Advances, together with accrued interest thereon, may be declared, Officers and may become, due and payable in the manner and Workers Compensation/Employers Liability insurance) has been endorsed with the effect provided in the Loan and Servicing Agreement. The Borrower, the Lenders, the Administrative Agent Senior Secured Parties as Additional Insured and the Collateral Agent each intend, as sole (or first) loss payee (where applicable); • Each such insurance policy permits a waiver of subrogation for federal, state and local income and franchise tax purposes only, that this Note be evidence of indebtedness the benefit of the Senior Secured Parties; • Each such insurance policy is primary (without contribution from any other policies the Senior Secured Parties may hold); • Each all risk property, builders all risk, business interruption, delay in startup, and property/machinery breakdown (boiler and machinery) policy contains non-vitiation language to ensure such insurance policy will remain in full force and effect for the benefit of the Senior Secured Parties in the event other insured parties violate the terms and conditions of the policy/policies; • Each such insurance policy contains a non-invalidation endorsement or provision that permits (but does not obligate) the Senior Secured Parties to pay any premiums due and continue coverage in the event that the Borrower secured fails to make premium payments; and • Each such insurance policy provides a minimum of 45-days’ written notice of cancellation to Administrative Agent, except for cancellation based on non-payment of premium which provides for 10 days’ prior written notice. It is our opinion that on the basis of the binders and information evidenced to us by the Collateral Borrower and its insurance broker, the Lender by insurance evidenced is in compliance with the acceptance hereof, agrees to treat material insurance requirements of the Note for federal, state Project Documents and local income and franchise tax purposes as indebtedness with the requirements of the Senior Credit Agreement. A copy of the Borrower’s insurance broker’s certificate confirming the matters set forth above is attached hereto as Attachment 2. This Note [The remainder of this page is a “Revolving Note” as referred to in intentionally blank. The next page is the Loan and Servicing Agreement. This Note shall be construed in accordance with and governed by the laws of the State of New Yorksignature page.]