Common use of Requests for Advances Clause in Contracts

Requests for Advances. Whenever Borrower desires an advance, Borrower shall notify Lender (which notice shall be irrevocable) by telephone, facsimile or in writing, of the desired borrowing. Such notice (the "Notice of Borrowing") shall specify the date of the proposed borrowing, the amount requested, whether the advance shall be a Prime Rate Loan or a LIBOR Rate Loan, and, if a LIBOR Rate Loan, the duration of the initial available Interest Period. Each Notice of Borrowing for advances which are Prime Rate Loans must be received by Lender no later than 1 1:00 a.m., Hartford, Connecticut time on the day such borrowing is requested, and each Notice of Borrowing for advances which are LIBOR Rate Loans must be received by Lender no later than 10:00 a.m., Hartford, Connecticut time at least three (3) Business Days' prior to the day such borrowing is requested. Any Notice of Borrowing that is not in writing shall be followed by a written confirmation by the Borrower, provided that if such written confirmation differs in any respect from the action taken by Lender, the records of Lender shall control, absent manifest error. Lender shall enter each Loan Advance as a debit on a loan account maintained by Borrower with Lender (the "Loan Account"). Lender may also record in the Loan Account, in accordance with customary banking procedures, all fees, accrued and unpaid interest, late fees, usual and customary bank charges for the maintenance and administration of accounts maintained by Borrower and other fees and charges which are properly chargeable to Borrower in connection with the Loan Advances and all payments, subject to collection, made by Borrower on account of or to Lender. Borrower may repay and reborrow advances that are made under this Note, subject, however, to the prepayment terms contained below. Borrower's right to request advances under this Note shall terminate on the Termination Date.

Requests for Advances. Whenever Borrower desires an advance, Borrower shall notify Lender (which notice shall be irrevocable) by telephone, facsimile or in writing, of the desired borrowing. Such notice (the "Notice of Borrowing") shall specify the date of the proposed borrowing, the amount requested, whether the advance shall be a Prime Rate Loan or a LIBOR Rate Loan, and, if a LIBOR Rate Loan, the duration of the initial available Interest Period. Each Notice of Borrowing for advances which are Prime Rate Loans must be received by Lender no later than 1 1:00 a.m., Hartford, Connecticut time on the day such borrowing is requested, and each Notice of Borrowing for advances which are LIBOR Rate Loans must be received by Lender no later than 10:00 a.m., Hartford, Connecticut time at least three (3) Business Days' prior to the day such borrowing is requested. Any Notice of Borrowing that is not in writing shall be followed by a written confirmation by the Borrower, provided that if such written confirmation differs in any respect from the action taken by Lender▇▇▇▇▇▇, the records of Lender shall control, absent manifest error. Lender shall enter each Loan Advance as a debit on a loan account maintained by Borrower with Lender (the "Loan Account"). Lender may also record in the Loan Account, in accordance with customary banking procedures, all fees, accrued and unpaid interest, late fees, usual and customary bank charges for the maintenance and administration of accounts maintained by Borrower and other fees and charges which are properly chargeable to Borrower in connection with the Loan Advances and all payments, subject to collection, made by Borrower on account of or to Lender. Borrower may repay and reborrow advances that are made under this Note, subject, however, to the prepayment terms contained below. Borrower's right to request advances under this Note shall terminate on the Termination Date.terms

Requests for Advances. Whenever (a) The Borrower desires an advance, Borrower shall notify Lender may borrow under the Revolving Credit Facility on any Business Day Revolving Credit Commitment Period. Not later than 10:00 a.m. (which notice shall be irrevocableBaltimore City Time) by telephone, facsimile or in writing, of the desired borrowing. Such notice (the "Notice of Borrowing") shall specify on the date of the proposed requested borrowing, the Borrower shall give the Agent written notice (a “Loan Notice”) which may be by fax of the amount requested, whether and (if requested by the advance Agent) the purpose of the requested borrowing. Any oral Loan Notice shall be a Prime Rate Loan or a LIBOR Rate Loan, and, if a LIBOR Rate Loan, confirmed in writing by the duration of the initial available Interest Period. Each Notice of Borrowing for advances which are Prime Rate Loans must be received by Lender no later than 1 1:00 a.m., Hartford, Connecticut time on the day such borrowing is requested, and each Notice of Borrowing for advances which are LIBOR Rate Loans must be received by Lender no later than 10:00 a.m., Hartford, Connecticut time at least Borrower within three (3) Business Days' prior to Days after the day such borrowing is requestedmaking of the requested Advance. Any Each Loan Notice of Borrowing that is not in writing shall be followed by irrevocable. Advances under the Revolving Loan shall be deposited to a written confirmation demand deposit account of the Borrower with the Lender or shall be otherwise applied as directed by the Borrower, provided which direction the Lender may require to be in writing, except that if such written confirmation differs controlled disbursement Advances shall be deposited to a demand deposit account of the Borrower with the Agent or shall be otherwise applied as directed by the Borrower, which direction the Agent may require to be in any respect from the action taken by Lenderwriting. (b) In addition, the records Borrower hereby irrevocably authorizes the Lenders at any time and from time to time, without further request from or notice to the Borrower, to make Advances, and irrevocably authorizes the Agent to establish, without duplication, Reserves against the Borrowing Base, that the Agent, in its sole and absolute discretion, deems necessary or appropriate to protect the interests of Lender shall controlthe Agent and/or any or all of the Lenders under this Agreement, absent manifest error. Lender shall enter each Loan Advance as a including, without limitation, Advances and Reserves to cover debit on a loan account maintained by Borrower with Lender (the "Loan Account"). Lender may also record balances in the Revolving Loan Account, in accordance with customary banking proceduresprincipal of and interest on any Loan, Bank Products, Revolver Usage, Enforcement Costs and the other Obligations, all feesof the foregoing whether prior to, accrued and unpaid intereston, late fees, usual and customary bank charges for or after the maintenance and administration termination of accounts maintained by Borrower and other fees and charges which are properly chargeable to Borrower in connection with the Loan Advances and all payments, subject to collection, made by Borrower on account of or to Lender. Borrower may repay and reborrow advances that are made under this NoteAgreement, subjectand regardless of whether the outstanding principal amount of the Revolving Loan that the Lenders may advance or the Agent may reserve hereunder exceeds the Total Revolving Credit Committed Amount or the Borrowing Base; provided, however, with respect to Bank Products consisting of credit cards, credit card processing services, debit cards, or purchase cards, no such Advances and Reserves shall be made or imposed unless (i) the Borrower so agrees, (ii) the Agent has given the Borrower no less than ten (10) days’ prior notice of the Agent’s intent to do so, or (iii) an Event of Default has occurred. (c) The Agent may elect to process the Advances under the Agent’s First Investment Loan Manager program, or other automated sweep program in effect at the Agent from time to time, to facilitate automatic the Advances to cover items drawn under a designated demand deposit account of the Borrower with the Agent. The Borrower shall enter into the Agent’s standard agreements and instruments (which may include promissory notes) in connection such program promptly upon the Agent’s request from time to time. The Agent may cease funding under and use of that program at any time upon notice to the prepayment terms contained below. Borrower's right to request advances under this Note shall terminate on the Termination Date.

Requests for Advances. Whenever 2.3.1 Subject to the prior satisfaction of all conditions precedent stipulated in Article 5 of this Agreement, the Lender will make the requested amount of an Advance available to the Borrower desires an advanceon a Drawdown Date selected by the Borrower, to the extent it does not (i) exceed the related Initial Advance Amount for such Tranche and (ii) result in the sum of all outstanding Advances on such day exceeding the Credit Facility Limit on such day, by depositing such amount into the Seller's Account (or as the Borrower may otherwise direct to the Lender in writing from time to time). Each Advance shall be in a minimum amount of One Million Dollars ($1,000,000). There shall be no more than one (1) Advance made on any Business Day. 2.3.2 The Borrower shall notify (i) give the Lender irrevocable notice (by facsimile or an electronic format acceptable to the Lender) of any request for an Advance (each such notice, a "Drawdown Notice"), in the form attached hereto as Schedule B (or as otherwise agreed to by the Lender in respect of the first Advance), which notice Drawdown Notice, if delivered by an electronic format acceptable to the Lender, shall be irrevocabledeemed to have been duly executed and delivered by the Borrower when sent to the Lender in an electronic format acceptable to the Lender, on or prior to 1:00 p.m. (New York time) by telephone, facsimile or in writing, of the desired borrowing. Such notice (the "Notice of Borrowing") shall specify the date of the proposed borrowing, the amount requested, whether the advance shall be a Prime Rate Loan or a LIBOR Rate Loan, and, if a LIBOR Rate Loan, the duration of the initial available Interest Period. Each Notice of Borrowing for advances which are Prime Rate Loans must be received by Lender no later than 1 1:00 a.m., Hartford, Connecticut time on the day first Business Day prior to the Drawdown Date relating to such borrowing is requested, and each Notice of Borrowing for advances which are LIBOR Rate Loans must be received by Lender no later Advance (but not more than 10:00 a.m., Hartford, Connecticut time at least three (3) Business Days' Days prior to such Drawdown Date), (ii) deliver, or cause the Seller to deliver, to the Lender an executed Seller Certificate, in the form attached hereto as Schedule C, on or prior to 1:00 p.m. (New York time) on the first Business Day prior to the day Drawdown Date relating to such borrowing is requested. Any Notice Advance (but not more than three (3) Business Days prior to such Drawdown Date), and (iii) deliver the Receivables Files to the Custodian and cause the Custodian to deliver, by facsimile or an electronic format to the Lender, an Acknowledgment of Borrowing that is not Custodian substantially in writing the form attached as Schedule D hereto (an "Acknowledgement of Custodian") and evidencing receipt by the Custodian of all Acknowledged Receivable Files (as defined in the Servicing and Custodian Agreement) (including an originally executed copy of the Contract included in each such file) for each Contract to be added as Collateral on the related Drawdown Date, which Acknowledgement of Custodian, if delivered by an electronic format acceptable to the Lender, shall be followed by a written confirmation deemed to have been duly executed and delivered by the BorrowerCustodian when sent to the Lender in an electronic format acceptable to the Lender, on or prior to 11:59 p.m. (Missouri time) on the first Business Day prior to the Drawdown Date relating to such Advance, but in each case, not more than three (3) Business Days prior to such Drawdown Date. 2.3.3 Each Drawdown Notice shall include a schedule (a "Schedule of Contracts"), in the form attached as Appendix A to Schedule B, identifying the Contracts which comprise the Related Tranche Collateral for such Advance (provided that if such written confirmation differs in any respect from all Contracts and other Collateral shall constitute security for payment and performance of all Obligations), which Schedule of Contracts shall be current as of close of business on the action taken by Lender, date of the records of Lender shall control, absent manifest error. Lender shall enter each Loan Advance as a debit on a loan account maintained by Borrower with Lender Drawdown Notice (the "Loan AccountCutoff Date"). Lender may also record The Borrower shall ensure that each Contract identified on a Schedule of Contracts is an Eligible Contract as of the date of the related Advance and is identified by its Tranche. The Borrower shall not identify any Contract or any Receivable in the Loan Accounta Schedule of Contracts, in accordance with customary banking procedures, all fees, accrued and unpaid interest, late fees, usual and customary bank charges for the maintenance and administration of accounts maintained by Borrower and other fees and charges which are properly chargeable to Borrower in connection with the Loan Advances and all payments, subject to collection, made by Borrower on account of or to Lender. Borrower may repay and reborrow advances that are made under this Note, subject, however, if immediately prior to the prepayment terms contained below. Borrower's right to request advances under this Note shall terminate on date of the Termination Dateapplicable Drawdown Notice, such Contract or such Receivable already formed part of the Collateral.

Requests for Advances. Whenever Borrower desires an advance, (a) Borrower shall notify Lender (which notice shall be irrevocable) make a request for each Advance by telephonecompleting, facsimile or in writingexecuting and delivering to Agent, of the desired borrowing. Such notice (the "Notice of Borrowing") shall specify the date of the proposed borrowing, the amount requested, whether the advance shall be a Prime Rate Loan or a LIBOR Rate Loan, and, if a LIBOR Rate Loan, the duration of the initial available Interest Period. Each Notice of Borrowing for advances which are Prime Rate Loans must be received by Lender no later not less than 1 1:00 a.m., Hartford, Connecticut time on the day such borrowing is requested, and each Notice of Borrowing for advances which are LIBOR Rate Loans must be received by Lender no later than 10:00 a.m., Hartford, Connecticut time at least three (3) Business Days' business days prior to the day date upon which Borrower wishes Agent to disburse the Advance, a request for an Advance in form reasonably satisfactory to Agent. Upon receipt of such borrowing a request for an Advance and such other information and documents regarding the Advance or the purpose for the Advance as Agent may reasonably request or as may be required hereby, Agent shall disburse such Advance in the manner provided in clauses (b), (c) and (d) below. (b) Upon Agent's receipt of any request for an advance of the Loan, Agent shall promptly forward a copy of the same to each Lender. Upon notification that an Advance is requested. Any Notice to be made, each Lender shall advise Agent if Lender does not intend to make its Percentage share of Borrowing such Advance, but this provision shall not relieve such Lender of any obligation which it may have to fund its Percentage share of such Advance or constitute a waiver of any rights and/or remedies that is Borrower may have as a result of a failure by such Lender to fund its Percentage share of such Advance. (c) The failure of any Lender to fund its Percentage share of an Advance on account of the Loan on the date specified therefor under the Loan Documents shall not in writing relieve any other Lender of its obligation to fund its Percentage share of such Advance on account of the Loan on such date, and neither any Lender (other than the defaulting Lender as to its own obligations) nor Agent shall be followed by responsible for the failure of a written confirmation by Lender to fund its Percentage share of an Advance on account of the Borrower, provided that if such written confirmation differs in any respect Loan. (d) Agent shall receive borrowing and other notices from the action taken by Lender, the records of Lender shall control, absent manifest error. Lender shall enter each Loan Advance as a debit on a loan account maintained by Borrower with Lender (the "Loan Account"). Lender may also record in under the Loan AccountDocuments, shall be the payee of the Note and the secured party under the Mortgages and any other security documents, in accordance with customary banking procedureseach case, all fees, accrued and unpaid interest, late fees, usual and customary bank charges for the maintenance and administration ratable benefit of accounts maintained by the Lenders, shall receive payments due from Borrower and other fees and charges which are properly chargeable to Borrower in connection with the Loan Advances and all paymentsLenders and, subject to collectionthe provisions of this Agreement, made by Borrower on account of or shall distribute such payments to Lender. Borrower may repay and reborrow advances that are made under this Note, subject, however, to the prepayment terms contained below. Borrower's right to request advances under this Note shall terminate on the Termination DateLenders.

Requests for Advances. Whenever (a) Any Advance may be made upon the request of Borrower desires (if an advanceindividual), any of the undersigned (if Borrower consists of more than one individual), any person or persons authorized in subsection (b) of this Section 14, and any person or persons otherwise authorized to execute and deliver promissory notes to Lender on behalf of Borrower. (b) Borrower hereby authorizes any one of the following individuals to request Advances: unless Lender is otherwise instructed in writing. (c) In addition to Advances requested and disbursed as set forth in Sections 14(a) and (b), presentation of drafts or other requests for payment by a manufacturer, distributor or other supplier of vehicles ("Seller") for whose benefit Lender has executed a debit or draft authorization (or similar agreement) for the purpose of enabling Borrower to acquire vehicle inventory shall be deemed to be a request by Borrower for an Advance in the amount of, and in payment of, such draft or request. Borrower hereby authorizes Lender to make Advances in the amount of each such draft or request and to pay the proceeds thereof to the applicable Seller. (d) All Advances shall be disbursed by deposit directly to Borrower's account number with Lender, by cashier's check issued to Borrower, or by payment to any Seller. (e) Borrower agrees that Lender shall have no obligation to verify the identity of any person making any request pursuant to this Section 14, and Borrower assumes all risks of the validity and authorization of such requests. In consideration of Lender agreeing, at its sole discretion, to make Advances upon such requests, Borrower shall notify Lender (which notice shall be irrevocable) by telephone, facsimile or in writing, of the desired borrowing. Such notice (the "Notice of Borrowing") shall specify the date of the proposed borrowing, the amount requested, whether the advance shall be a Prime Rate Loan or a LIBOR Rate Loan, and, if a LIBOR Rate Loan, the duration of the initial available Interest Period. Each Notice of Borrowing for advances which are Prime Rate Loans must be received by Lender no later than 1 1:00 a.m., Hartford, Connecticut time on the day such borrowing is requested, and each Notice of Borrowing for advances which are LIBOR Rate Loans must be received by Lender no later than 10:00 a.m., Hartford, Connecticut time at least three (3) Business Days' prior promises to the day such borrowing is requested. Any Notice of Borrowing that is not in writing shall be followed by a written confirmation by the Borrower, provided that if such written confirmation differs in any respect from the action taken by Lender, the records of Lender shall control, absent manifest error. Lender shall enter each Loan Advance as a debit on a loan account maintained by Borrower with Lender (the "Loan Account"). Lender may also record in the Loan Accountpay holder, in accordance with customary banking proceduresthe provisions of this note, all fees, accrued and unpaid interest, late fees, usual and customary bank charges for the maintenance and administration of accounts maintained by Borrower Principal Balance together with interest thereon and other fees and charges which are properly chargeable sums due hereunder, although any Advances may have been requested by a person or persons not authorized to Borrower in connection with the Loan Advances and all payments, subject to collection, made by Borrower on account of or to Lender. Borrower may repay and reborrow advances that are made under this Note, subject, however, to the prepayment terms contained below. Borrower's right to request advances under this Note shall terminate on the Termination Datedo so.

Requests for Advances. Whenever Borrower desires may request an advanceAdvance only by delivery to Agent of a Request for Advance delivered by an Authorized Signer for the Borrower, subject to the following: (a) each such Request for Advance shall set forth the information required on the Request for Advance, including without limitation: (i) the proposed date of such Advance, which must be a Business Day; and (ii) except in the case of re-advances described in the last sentence of Section 2.11 hereof, a description of the specific Mortgage Loans to be funded or purchased with the proceeds of such Advance; (b) except in the case of re-advances described in the last sentence of Section 2.11 hereof, each such Request for Advance shall be accompanied by Required Documents and/or Wet Funded Required Documents, as applicable, for the Mortgage Loans to be funded or purchased with respect thereto, and, unless the Borrower has previously funded or purchased the Mortgage Loan to be pledged with Borrower’s own funds, the Borrower shall notify Lender also deliver to the Agent (which notice a) unless such Mortgage Loan is a Wet Funded Loan, promptly but in any event within three (3) calendar days after the Required Documents with respect thereto have been delivered to Agent and on or prior to the proposed date for funding of such Advance, the Draft with respect thereto, and (b) with respect to a Wet Funded Loan, with the Wet Funded Required Documents, the Wire Request with respect thereto; (c) each such Request for Advance and Required Documents and/or Wet Funded Required Documents, as applicable, shall be irrevocabledelivered to Agent by 2:00 p.m. (Detroit time) by telephone, facsimile or in writing, on the proposed date for such Advance; (d) on the proposed date of such Advance, (i) the sum of the desired borrowing. Such notice aggregate principal amount of all Revolving Credit Advances and Swing Line Advances outstanding on such date, after giving effect to all outstanding Requests for Advances, shall not exceed the lesser of (i) the "Notice Revolving Credit Aggregate Commitment and (ii) the then applicable Borrowing Base; (ii) with respect to any Advance to be funded as a Swing Line Advance, the sum of Borrowing"the aggregate principal amount of all Swing Line Advances outstanding on such date, after giving effect to all outstanding Requests for Advances as of the date of determination, shall not exceed the Swing Line Maximum Amount; and (iii) except in the case of re-advances described in the last sentence of Section 2.11 hereof, no Advance shall specify exceed the Collateral Value of the Pledged Mortgage Loans with respect thereto; (e) a Request for Advance, once delivered to Agent, shall not be revocable by Borrower and shall constitute a certification by Borrower as of the date thereof that: 4854-1287-6893.v9 (i) all conditions to the making of Advances set forth in this Agreement have been satisfied and shall remain satisfied to the date of such Advance (both before and immediately after giving effect to such Advance); (ii) there is no Default or Event of Default in existence, and none will exist upon the making of such Advance (both before and immediately after giving effect to such Advance); (iii) with respect to each Mortgage Loan to be funded or purchased with the proceeds of such Advance, each of the statements set forth in the definition of “Conforming Mortgage Loan”, “Housing Authority Loan” and “Jumbo Loan” is true and correct; and (iv) the representations and warranties of the Credit Parties contained in this Agreement and the other Loan Documents are true and correct in all material respects and shall be true and correct in all material respects as of the date of the proposed borrowingmaking of such Advance (both before and immediately after giving effect to such Advance), other than any representation or warranty that expressly speaks only as of a different date; (f) Agent, acting on behalf of the Lenders, will lend upon the telephone or Electronic Transmission request of any Authorized Agent, and Borrower hereby authorizes Agent, on behalf of the Lenders, to disburse advances of the Revolving Credit pursuant to such telephone or Electronic Transmissions. Each telephone or Electronic Transmission request for an advance of the Revolving Credit from an Authorized Agent shall constitute a certification of the matters stated or set forth in such telephone or Electronic Transmission and that all conditions to advances set forth in Section 2.3 hereof have been satisfied. (g) Authorized Agents may from time to time take any or all of the following actions by telephone or Electronic Transmission given or made to Agent: (i) request Advances of the Revolving Credit from Agent and provide information to Agent with respect to such Advances from time to time, (ii) execute and deliver to Agent documents, instruments and agreements for the purpose of pledging, assigning, and granting Agent, for the benefit of the Lenders, a continuing security interest and lien in and on Mortgage Loans, and other Collateral, (iii) request that Agent deliver Mortgage Loans, and other Collateral to investors and others for sale, securitization or other disposition from time to time, (iv) provide Agent with instructions for the allocation, application, distribution or other disposition of Mortgage Loans, proceeds thereof, and other Collateral from time to time, including, but not limited to, repayment of any Indebtedness, and (v) give other Electronic Transmissions to Agent from time to time with respect to the Revolving Credit, the amount requestedCollateral and the Loan Documents. (h) Borrower expressly acknowledges and agrees that (i) Agent is authorized to lend, whether repay the advance Indebtedness and take other actions under this Agreement and the other Loan Documents in reliance on any telephone or Electronic Transmissions of an Authorized Agent, (ii) the procedure permitting requests for advances and repayments and request for the taking of other actions by an Authorized Agent based on a telephone or Electronic Transmission is for the convenience of the Borrower, is not necessarily secure and there are risks associated with such use, including risks of interception, disclosure and abuse, and Borrower assumes and accepts such risks; and (iii) all risks involved in the use of this procedure, including, but not limited to, the risk that an Authorized Agent may not be authorized by Borrower to make such requests, shall be a Prime Rate Loan borne by the Borrower, including but not limited to all risk of loss resulting from Advances made, Indebtedness repaid and other actions taken by Agent upon any such telephone or a LIBOR Rate LoanElectronic Transmissions, and, if a LIBOR Rate Loanand the Borrower expressly agrees to indemnify and hold Agent harmless therefor. Without limiting the foregoing, the duration Borrower expressly acknowledges and agrees that Agent shall have no duty to confirm the identify or authority of any Authorized Agent requesting an Advance or repayment or other action by telephone or Electronic Transmission, and Borrower shall be obligated to assure that all Authorized Agents making requests for Advances and repayments and requesting other actions by telephone or Electronic Transmission do in fact have 4854-1287-6893.v9 the authority to do so for and on behalf of ▇▇▇▇▇▇▇▇. Borrower shall remain fully responsible for any amounts outstanding under the Revolving Credit if ▇▇▇▇▇▇▇▇’s accounts with Agent are insufficient for the repayment of the initial available Interest PeriodRevolving Credit. Each Notice of Borrowing All requests for advances which payments are Prime Rate Loans must to be received by Lender no later against collected funds. (i) Agent may, in its sole discretion, change its procedures for Advances from time to time upon not less than 1 1:00 a.m., Hartford, Connecticut time on the day such borrowing is requested, and each Notice of Borrowing for advances which are LIBOR Rate Loans must be received by Lender no later than 10:00 a.m., Hartford, Connecticut time at least three (3) Business Days' prior notice to the day such borrowing is requested. Any Notice of Borrowing that is not in writing shall be followed by a written confirmation by the Borrower, provided that if such written confirmation differs in any respect from the action taken by Lender, the records of Lender shall control, absent manifest error. Lender shall enter each Loan Advance as a debit on a loan account maintained by Borrower with Lender (the "Loan Account"). Lender may also record in the Loan Account, in accordance with customary banking procedures, all fees, accrued and unpaid interest, late fees, usual and customary bank charges for the maintenance and administration of accounts maintained by Borrower and other fees and charges which are properly chargeable to Borrower in connection with the Loan Advances and all payments, subject to collection, made by Borrower on account of or to Lender. Borrower may repay and reborrow advances that are made under this Note, subject, however, to the prepayment terms contained below. Borrower's right to request advances under this Note shall terminate on the Termination Date.

Requests for Advances. Whenever Prior to 11:00 a.m. Dallas time, on the date requested by Borrower desires an advancefor the making of any Advances, Borrower shall notify Lender (which must give to Agent written notice, or telephonic notice shall be irrevocable) by telephone, facsimile or promptly confirmed in writing, of such request, after which Agent shall give each Lender prompt notice thereof. Each such written request or confirmation must be made in the desired borrowing. Such notice (form and substance of the "Notice Request for Advances" attached hereto as Exhibit B, duly completed and signed by an Authorized Officer of Borrowing") Borrower, Parent and DEOC. Each such telephonic request shall specify be deemed a representation, warranty, acknowledgement and agreement by Borrower, Parent and DEOC as to the date matters which are required to be set out in such written confirmation. If all conditions precedent to such Advances have been met, each Lender will promptly remit to Agent in favor of the proposed borrowing, Borrower the amount requestedof such Lender's Advance in immediately available funds, whether and upon receipt of such funds, unless to its actual knowledge any conditions precedent to such Advances have neither been met nor waived by Lenders as provided herein, Agent shall promptly make the advance Advances available to Borrower in immediately available funds at Agent's office in Dallas, Texas. Each Request for Advances shall be irrevocable and binding on Borrower. Unless Agent shall have received prompt notice from a Prime Rate Loan or a LIBOR Rate LoanLender that such Lender will not make available to Agent such Lender's Advance, and, if a LIBOR Rate Loan, the duration of the initial Agent may in its discretion assume that such Lender has made such Advance available Interest Period. Each Notice of Borrowing for advances which are Prime Rate Loans must be received by Lender no later than 1 1:00 a.m., Hartford, Connecticut time on the day such borrowing is requested, and each Notice of Borrowing for advances which are LIBOR Rate Loans must be received by Lender no later than 10:00 a.m., Hartford, Connecticut time at least three (3) Business Days' prior to the day such borrowing is requested. Any Notice of Borrowing that is not in writing shall be followed by a written confirmation by the Borrower, provided that if such written confirmation differs in any respect from the action taken by Lender, the records of Lender shall control, absent manifest error. Lender shall enter each Loan Advance as a debit on a loan account maintained by Borrower with Lender (the "Loan Account"). Lender may also record in the Loan Account, Agent in accordance with customary banking proceduresthis section and Agent may if it chooses, all feesin reliance upon such assumption, accrued make such Advance available to Borrower. If and unpaid interestto the extent such Lender shall not so make its Advance available to Agent, late feessuch Lender and Borrower severally agree to pay or repay to Agent within three days after demand the amount of such Advance together with interest thereon, usual and customary bank charges for each day from the date such amount is made available to Borrower until the date such amount is paid or repaid to Agent, at the interest rate applicable at the time to the other Advances made on such date. The failure of any Lender to make any Advance to be made by it hereunder shall not relieve any other Lender of its obligation hereunder, if any, to make its Advance, but no Lender shall be responsible for the maintenance and administration failure of accounts maintained by Borrower and any other fees and charges which are properly chargeable Lender to Borrower in connection with the Loan Advances and all payments, subject make any Advance to collection, be made by Borrower on account of or to such other Lender. Borrower may repay and reborrow advances that are made under this Note, subject, however, to the prepayment terms contained below. Borrower's right to request advances under this Note shall terminate on the Termination Date.

Requests for Advances. (1) Whenever Borrower an Obligor desires an advanceAcquisition/Capital Asset Line of Credit Advance, Borrower such Obligor shall notify Lender Agent (which notice shall be irrevocable) by telephone, facsimile or in writing, writing of the desired borrowing. Such notice (the "Notice of BorrowingRequest for Advance") shall specify the date of the proposed borrowing, the proposed use of such borrowing and the amount requested, whether the advance which amount shall be in a Prime Rate Loan minimum amount of $100,000. The Agent shall promptly notify the Lenders of such Request for Advance and the contents thereof. (2) Each amount requested under the Acquisition/Capital Asset Line of Credit to fund an Acquisition or a LIBOR Rate Loan, and, if a LIBOR Rate Loan, the duration Capital Expenditure shall not exceed 75% of the initial available Interest Periodpurchase price of such Acquisition or such Capital Expenditure and shall not exceed in the aggregate with all other such requests $10,000,000. Each Notice of Borrowing Request for advances which are Prime Rate Loans Advance in connection therewith must be received by Lender no later than 1 1:00 a.m., Hartford, Connecticut time on the day such borrowing is requested, and each Notice of Borrowing for advances which are LIBOR Rate Loans must be received by Lender Agent no later than 10:00 a.m., Hartford, Connecticut time at least three five (35) Business Days' prior to the day such borrowing is requested. Any Notice of Borrowing that is not in writing shall be followed by a written confirmation by the Borrowerrequested (provided, provided however, that if such written confirmation differs Acquisition or Capital Expenditure requires the consent of the Agent pursuant to Section 6.4 or 6.20 of this Agreement, such consent has previously been obtained) and must be accompanied by the following: (a) a copy of the purchase agreement or purchase orders and invoices relating to such Acquisition or Capital Expenditure, (b) evidence satisfactory to the Agent that, at the time of such Acquisition or Capital Expenditure, (i) the Obligor will acquire good title to such entity or assets, (ii) the Obligor will have physical possession of any such assets, (iii) the Obligor will obtain title to such entity or assets free and clear of any pledge, lien, lease, encumbrance or charge of any kind whatsoever, other than in favor of the Agent, and (iv) the Agent will have a valid, duly perfected, first priority lien in such entity or assets, and (c) such other documents as the Agent may reasonably require. At the time of funding such Acquisition/Capital Asset Line of Credit Advance, Obligor shall confirm, and provide such additional documentation that the Agent may reasonably require, that the statements in clauses (b)(i) through (b)(iv) in the preceding sentence are true and accurate and shall pay all reasonable costs and expenses incurred by the Agent in connection with such Acquisition/Capital Asset Line of Credit Advance. (3) [Intentionally omitted] (4) Obligors shall not have more than four (4) LIBOR Rate Loans under the Acquisition/Capital Asset Line of Credit outstanding at any respect from one time. Each Acquisition/Capital Asset Line of Credit Advance shall be made by the action taken Lenders in accordance with their respective Lender's Commitment Percentages up to the maximum principal amount of their respective Acquisition/Capital Asset Line of Credit Notes. Neither any Lender nor Agent shall be responsible for advancing any amount of any Acquisition/Capital Asset Line of Credit Advance to be made by Lender, the records of any other Lender shall control, absent manifest errorhereunder. Lender Agent shall enter each Loan Acquisition/Capital Asset Line of Credit Advance as a debit on a loan account maintained by Borrower with Lender (the "Loan Account"). Lender Agent may also record in the Loan Account, in accordance with customary banking procedures, all fees, accrued and unpaid interest, late fees, usual and customary bank charges for the maintenance and administration of accounts maintained by Borrower Obligors and other fees and charges which are properly chargeable to Borrower Obligors in connection with the Loan Acquisition/Capital Asset Line of Credit Advances and all payments, subject to collection, made by Borrower Obligors on account of or to Lender. Borrower may repay and reborrow advances that are made under this Note, subject, however, to the prepayment terms contained below. Borrower's Agent. (5) Obligors' right to request advances under this Note the Acquisition/Capital Asset Line of Credit shall terminate on the Termination DateAmortization Date unless sooner terminated by Agent in accordance with the terms of this Agreement.

Requests for Advances. Whenever Borrower desires an advancemust give to Agent at least three Business Days' prior written notice, Borrower shall notify Lender (which or telephonic notice shall be irrevocable) by telephone, facsimile or promptly confirmed in writing, of any requested Advances, after which Agent shall give each Lender notice thereof within twenty-four hours of Agent's receipt of such requested Advances. Each such written request or confirmation must be made in the desired borrowing. Such notice (form and substance of the "Notice of Borrowing") Request for Advance" attached hereto as EXHIBIT B, duly completed. Each such telephonic request shall specify be deemed a representation, warranty, acknowledgment and agreement by Borrower as to the matters which are required to be set out in such written confirmation. If all conditions precedent to such Advances have been met, each Lender will on the date of the proposed borrowingrequested promptly remit to Agent at Agent's office in New York, New York the amount requestedof such Lender's Advance in immediately available funds, whether and upon receipt of such funds, unless to its actual knowledge any conditions precedent to such Advances have been neither met nor waived as provided herein, Agent shall promptly make the advance Advances available to Borrower. Each Request for Advance shall be irrevocable and binding on Borrower. Unless Agent shall have received prompt notice from a Prime Rate Loan Lender that such Lender will not make available to Agent such Lender's Advance, Agent may in its discretion assume that such Lender has made such Advance available to Agent in accordance with this section and Agent may if it chooses, in reliance upon such assumption, make such Advance available to Borrower. If and to the extent such Lender shall not so make its Advance available to Agent, such Lender and Borrower severally agree to pay or a LIBOR Rate Loanrepay to Agent within three days after demand the amount of such Advance together with interest thereon, andfor each day from the date such amount is made available to Borrower until the date such amount is paid or repaid to Agent, at the Federal Funds Rate; provided that Agent shall first notify such Lender and if a LIBOR Rate LoanAgent does not receive such Lender's Advance immediately upon receipt of such notice, the duration of the initial available Interest Period. Each Notice of Borrowing for advances which are Prime Rate Loans must be received by Lender no later than 1 1:00 a.m., Hartford, Connecticut time on the day then Borrower shall pay such borrowing is requested, and each Notice of Borrowing for advances which are LIBOR Rate Loans must be received by Lender no later than 10:00 a.m., Hartford, Connecticut time at least amount within three (3) Business Days' prior days after demand therefor is made upon Borrower. The failure of any Lender to the day such borrowing is requested. Any Notice make any Advance to be made by it hereunder shall not relieve any other Lender of Borrowing that is not in writing its obligation hereunder, if any, to make its Advance, but no Lender shall be followed by a written confirmation by the Borrower, provided that if such written confirmation differs in any respect from the action taken by Lender, the records of Lender shall control, absent manifest error. Lender shall enter each Loan Advance as a debit on a loan account maintained by Borrower with Lender (the "Loan Account"). Lender may also record in the Loan Account, in accordance with customary banking procedures, all fees, accrued and unpaid interest, late fees, usual and customary bank charges responsible for the maintenance and administration failure of accounts maintained by Borrower and any other fees and charges which are properly chargeable Lender to Borrower in connection with the Loan Advances and all payments, subject make any Advance to collection, be made by Borrower on account of or to such other Lender. Borrower may repay and reborrow advances that are made under this Note, subject, however, to the prepayment terms contained below. Borrower's right to request advances under this Note shall terminate on the Termination Date.

Requests for Advances. Whenever Borrower desires an advancemust give to Administrative --------------------- Agent written notice, Borrower shall notify Lender (which or telephonic notice shall be irrevocable) by telephone, facsimile or promptly confirmed in writing, of the desired borrowing. Such any requested Advances, which notice (the "Notice of Borrowing") shall specify the date of the proposed borrowing, the amount requested, whether the advance shall be a Prime Rate Loan or a LIBOR Rate Loan, and, if a LIBOR Rate Loan, the duration of the initial available Interest Period. Each Notice of Borrowing for advances which are Prime Rate Loans must be received by Lender no later than 1 1:00 a.m., Hartford, Connecticut time on the day such borrowing is requested, and each Notice of Borrowing for advances which are LIBOR Rate Loans must be received by Lender no Administrative Agent not later than 10:00 a.m., HartfordDallas, Connecticut time at least Texas time, on the date of the requested Advances (or three (3) Business Days' Days prior to the day date of the requested Advances if Borrower is desires for all or any part of such borrowing is requestedAdvances to make up a Tranche of Fixed Rate Portions on such date). Any Notice After receiving any such notice Administrative Agent shall give each Lender prompt notice of Borrowing that is not the requested Advances. Each such written request or confirmation must be made in writing the form and substance of the "Request for Advances" attached hereto as Exhibit B, duly completed. Each such telephonic request shall be followed deemed a representation, warranty, acknowledgment and agreement by a written confirmation by Borrower as to the Borrower, provided that if matters which are required to be set out in such written confirmation differs confirmation. If all conditions precedent to such Advances have been met, each Lender will on the date requested promptly remit to Administrative Agent at Administrative Agent's office in Dallas, Texas the amount of such Lender's Advance in immediately available funds, and upon receipt of such funds, unless to its actual knowledge any respect conditions precedent to such Advances have been neither met nor waived as provided herein, Administrative Agent shall promptly make the Advances available to Borrower. Each Request for Advances shall be irrevocable and binding on Borrower. Unless Administrative Agent shall have received prompt notice from the action taken by a Lender that such Lender will not make available to Administrative Agent such Lender's Advance, the records of Administrative Agent may in its discretion assume that such Lender shall control, absent manifest error. Lender shall enter each Loan has made such Advance as a debit on a loan account maintained by Borrower with Lender (the "Loan Account"). Lender may also record in the Loan Account, available to Administrative Agent in accordance with customary banking proceduresthis section and Administrative Agent may if it chooses, all feesin reliance upon such assumption, accrued make such Advance available to Borrower. If and unpaid interestto the extent such Lender shall not so make its Advance available to Administrative Agent, late feessuch Lender and Borrower severally agree to pay or repay to Administrative Agent within three days after demand the amount of such Advance together with interest thereon, usual and customary bank charges for each day from the date such amount is made available to Borrower until the date such amount is paid or repaid to Administrative Agent, at (i) the Federal Funds Rate, in the case of such Lender, or (ii) the interest rate applicable at the time to the other Advances made on such date, in the case of Borrower. The failure of any Lender to make any Advance to be made by it hereunder shall not relieve any other Lender of its obligation hereunder, if any, to make its Advance, but neither Administrative Agent, Syndication Agent, Documentation Agent, nor any other Lender shall be responsible for the maintenance and administration failure of accounts maintained by Borrower and other fees and charges which are properly chargeable such Lender to Borrower in connection with the Loan Advances and all payments, subject make any Advance to collection, be made by Borrower on account of or to such Lender. Borrower may repay and reborrow advances that are made under this Note, subject, however, to the prepayment terms contained below. Borrower's right to request advances under this Note shall terminate on the Termination Date.

Requests for Advances. Whenever Borrower desires an advance, Borrower shall notify Lender (which notice shall be irrevocable) by telephone, facsimile or in writing, of the desired borrowing. Such notice (the "Notice of Borrowing") shall specify the date of the proposed borrowing, the amount requested, whether the advance shall be a Prime Rate Loan or a LIBOR Rate Loan, and, if a LIBOR Rate Loan, the duration of the initial available Interest Period. Each Notice of Borrowing for advances which are Prime Rate Loans must be received by Lender no later than 1 1:00 11:00 a.m., Hartford, Connecticut time on the day such borrowing is requested, and each Notice of Borrowing for advances which are LIBOR Rate Loans must be received by Lender no later than 10:00 a.m., Hartford, Connecticut time at least three (3) Business Days' prior to the day such borrowing is requested. Any Notice of Borrowing that is not in writing shall be followed by a written confirmation by the Borrower, provided that if such written confirmation differs in any respect from the action taken by Lender, the records of Lender shall control, absent manifest error. Lender shall enter each Loan Advance as a debit on a loan account maintained by Borrower with Lender (the "Loan Account"). Lender may also record in the Loan Account, in accordance with customary banking procedures, all fees, accrued and unpaid interest, late fees, usual and customary bank charges for the maintenance and administration of accounts maintained by Borrower and other fees and charges which are properly chargeable to Borrower in connection with the Loan Advances and all payments, subject to collection, made by Borrower on account of or to Lender. Borrower may repay and reborrow advances that are made under this Note, subject, however, to the prepayment terms contained below. Borrower shall not have more than three (3) LIBOR Rate Loans outstanding at any one time. Borrower's right to request advances under this Note shall terminate on the Termination Date. Advances that are LIBOR Rate Loans shall be in the minimum amount of $l00,000 each.

Requests for Advances. Whenever Borrower desires an advancemust give to Agent written notice of any requested Advance under a Project Loan to be advanced by Lenders. Each such notice constitutes a "REQUEST FOR ADVANCE" hereunder and must: (a) specify (i) the aggregate amount of any such Borrowing of new Base Rate Advances and the date on which such Base Rate Advances are to be advanced, Borrower shall notify Lender or (ii) the aggregate amount of any such Borrowing of new LIBOR Advances and the date on which such LIBOR Advances are to be advanced (which notice shall be irrevocable) by telephone, facsimile or in writing, the first day of the desired borrowing. Such notice (Interest Period which is to apply thereto), and the "Notice of Borrowing") shall specify the date length of the proposed borrowing, the amount requested, whether the advance shall be a Prime Rate Loan or a LIBOR Rate Loan, and, if a LIBOR Rate Loan, the duration of the initial available applicable Interest Period. Each Notice of Borrowing for advances which are Prime Rate Loans must ; (b) be received by Lender no later than 1 1:00 a.m., Hartford, Connecticut time on the day such borrowing is requested, and each Notice of Borrowing for advances which are LIBOR Rate Loans must be received by Lender no Agent not later than 10:00 a.m., HartfordDallas, Connecticut time at least three Texas time, the third Business Day preceding the day on which any such Base Rate Advances or LIBOR Advances are to be made; and (3c) Business Days' prior shall designate the Project Loan to which such Request for Advance applies. Each such written request or confirmation must be made in the form and substance of the "REQUEST FOR ADVANCE" attached hereto as Exhibit B, duly completed. Upon receipt of any such Request for Advance, Agent shall give each Lender prompt notice of the terms thereof. If Agent notifies each Lender that all conditions precedent to such new Advances have been met pursuant to the day terms of the related Project Loan Agreement, each Lender will on the date requested promptly remit to Agent at Agent's office in Dallas, Texas the amount of such borrowing is requestedLender's new Advance in immediately available funds, and upon receipt of such funds, unless to its actual knowledge any conditions precedent to such Advances have been neither met nor waived as provided herein, Agent shall promptly make such Advances available to Borrower. Any Notice of Borrowing Unless Agent shall have received prompt notice from a Lender that is such Lender will not make available to Agent such Lender's new Advance, Agent may in writing shall be followed by a written confirmation by the Borrower, provided its discretion assume that if such written confirmation differs in any respect from the action taken by Lender, the records of Lender shall control, absent manifest error. Lender shall enter each Loan has made such Advance as a debit on a loan account maintained by Borrower with Lender (the "Loan Account"). Lender may also record in the Loan Account, available to Agent in accordance with customary banking proceduresthis section and Agent may if it chooses, all feesin reliance upon such assumption, accrued make such Advance available to Borrower. If and unpaid interestto the extent such Lender shall not so make its new Advance available to Agent, late feessuch Lender agrees to pay or repay to Agent within three days after demand the amount of such Advance together with interest thereon, usual and customary bank charges for each day from the date such amount was made available to Borrower until the date such amount is paid or repaid to Agent, with interest at the Federal Funds Rate. If such Lender does not pay or repay to Agent such amount within such three-day period, Agent shall in addition to such amount be entitled to recover from such Lender, on demand, interest thereon at the Late Payment Rate, calculated from the date such amount was made available to Borrower. The failure of any Lender to make any new Advance to be made by it hereunder shall not relieve any other Lender of its obligation hereunder, if any, to make its new Advance, but no Lender shall be responsible for the maintenance and administration failure of accounts maintained by Borrower and any other fees and charges which are properly chargeable Lender to Borrower in connection with the Loan Advances and all payments, subject make any new Advance to collection, be made by Borrower on account of or to such other Lender. Borrower may repay and reborrow advances that are made under this Note, subject, however, to the prepayment terms contained below. Borrower's right to request advances under this Note shall terminate on the Termination Date.

Requests for Advances. Whenever Borrower desires an advancemust give to Administrative Agent not later than 11:00 am., Borrower Central time, at least one Business Day's prior written notice of any requested Advances which shall notify bear interest at the Base Rate and not later than 11:00 a.m., Central time, at least three Business Day's prior written notice of any requested Advances which shall bear interest at the Adjusted LIBOR Rate, after which Administrative Agent shall give each Lender (which prompt notice shall thereof. Each such written request must be irrevocable) by telephone, facsimile or made in writing, the form and substance of the desired borrowing"Request for Advances" attached hereto as Exhibit C, duly completed. Such notice (the "Notice of Borrowing") shall specify If all conditions precedent to such Advances have been met, each Lender will not later than 12:00 noon, Central time, on the date of the proposed borrowingrequested promptly remit to Administrative Agent at Administrative Agent's office at ▇▇▇ ▇. ▇▇▇▇▇▇▇ Street, 11W, Chicago, Illinois 60603, with a copy to ▇▇▇ ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇▇, ▇▇▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇▇▇, the amount requestedof such Lender's Advance in immediately available funds, whether and upon receipt of such funds, unless to its actual knowledge any conditions precedent to such Advances have been neither met nor waived as provided herein, Administrative Agent shall promptly make the advance Advances available to Borrower in immediately available funds. Each Request for Advances shall be irrevocable and binding on Borrower. Unless Administrative Agent shall have received prompt notice from a Prime Rate Loan or a LIBOR Rate LoanLender that such Lender will not make available to Administrative Agent such Lender's Advance, and, if a LIBOR Rate Loan, the duration of the initial Administrative Agent may in its discretion assume that such Lender has made such Advance available Interest Period. Each Notice of Borrowing for advances which are Prime Rate Loans must be received by Lender no later than 1 1:00 a.m., Hartford, Connecticut time on the day such borrowing is requested, and each Notice of Borrowing for advances which are LIBOR Rate Loans must be received by Lender no later than 10:00 a.m., Hartford, Connecticut time at least three (3) Business Days' prior to the day such borrowing is requested. Any Notice of Borrowing that is not in writing shall be followed by a written confirmation by the Borrower, provided that if such written confirmation differs in any respect from the action taken by Lender, the records of Lender shall control, absent manifest error. Lender shall enter each Loan Advance as a debit on a loan account maintained by Borrower with Lender (the "Loan Account"). Lender may also record in the Loan Account, Administrative Agent in accordance with customary banking proceduresthis section and Administrative Agent may if it chooses, all feesin reliance upon such assumption, accrued make such Advance available to Borrower. If and unpaid interestto the extent such Lender shall not so make its Advance available to Administrative Agent, late feessuch Lender and Borrower severally agree to pay or repay to Administrative Agent within two Business Days after demand the amount of such Advance together with interest thereon, usual for each day from the date such amount is made available to Borrower until the date such amount is paid or repaid to Administrative Agent, to be calculated as to such Lender at the Federal Funds Rate, and customary bank charges to be calculated as to Borrower at the interest rate applicable at the time to the other Advances made on such date. If any Lender fails to make such payment to Administrative Agent within such two Business Day period, such Lender shall in addition to such amount pay interest thereon, for each day from the date such Advance is made available to Borrower until the date such amount is paid or repaid to Administrative Agent, at the interest rate applicable at the time to the other Advances made on such date. The failure of any Lender to make any Advance to be made by it hereunder shall not relieve any other Lender of its obligation hereunder, if any, to make its Advance, but no Lender shall be responsible for the maintenance and administration failure of accounts maintained by Borrower and any other fees and charges which are properly chargeable Lender to Borrower in connection with the Loan Advances and all payments, subject make any Advance to collection, be made by Borrower on account of or to such other Lender. Borrower may repay and reborrow advances that are made under this Note, subject, however, to the prepayment terms contained below. Borrower's right to request advances under this Note shall terminate on the Termination Date.

Requests for Advances. Whenever Borrower desires an advancemust give to Administrative Agent written notice, Borrower shall notify Lender (which or telephonic notice shall be irrevocable) by telephone, facsimile or promptly confirmed in writing, of the desired borrowing. Such any requested Advances, which notice (the "Notice of Borrowing") shall specify the date of the proposed borrowing, the amount requested, whether the advance shall be a Prime Rate Loan or a LIBOR Rate Loan, and, if a LIBOR Rate Loan, the duration of the initial available Interest Period. Each Notice of Borrowing for advances which are Prime Rate Loans must be received by Lender no later than 1 1:00 a.m., Hartford, Connecticut time on the day such borrowing is requested, and each Notice of Borrowing for advances which are LIBOR Rate Loans must be received by Lender no Administrative Agent not later than 10:00 a.m., HartfordDallas, Connecticut time at least Texas time, on the date of the requested Advances (or three (3) Business Days' Days prior to the day date of the requested Advances if Borrower is desires for all or any part of such borrowing is requestedAdvances to make up a Tranche of Fixed Rate Portions on such date). Any Notice After receiving any such notice Administrative Agent shall give each Lender prompt notice of Borrowing that is not the requested Advances. Each such written request or confirmation must be made in writing the form and substance of the "Request for Advances" attached hereto as Exhibit B, duly completed. Each such telephonic request shall be followed deemed a representation, warranty, acknowledgment and agreement by a written confirmation by Borrower as to the Borrower, provided that if matters which are required to be set out in such written confirmation differs confirmation. If all conditions precedent to such Advances have been met, each Lender will on the date requested promptly remit to Administrative Agent at Administrative Agent's office in Dallas, Texas the amount of such Lender's Advance in immediately available funds, and upon receipt of such funds, unless to its actual knowledge any respect conditions precedent to such Advances have been neither met nor waived as provided herein, Administrative Agent shall promptly make the Advances available to Borrower. Each Request for Advances shall be irrevocable and binding on Borrower. Unless Administrative Agent shall have received prompt notice from the action taken by a Lender that such Lender will not make available to Administrative Agent such Lender's Advance, the records of Administrative Agent may in its discretion assume that such Lender shall control, absent manifest error. Lender shall enter each Loan has made such Advance as a debit on a loan account maintained by Borrower with Lender (the "Loan Account"). Lender may also record in the Loan Account, available to Administrative Agent in accordance with customary banking proceduresthis section and Administrative Agent may if it chooses, all feesin reliance upon such assumption, accrued make such Advance available to Borrower. If and unpaid interestto the extent such Lender shall not so make its Advance available to Administrative Agent, late feessuch Lender and Borrower severally agree to pay or repay to Administrative Agent within three days after demand the amount of such Advance together with interest thereon, usual and customary bank charges for each day from the date such amount is made available to Borrower until the date such amount is paid or repaid to Administrative Agent, at (i) the Federal Funds Rate, in the case of such Lender, or (ii) the interest rate applicable at the time to the other Advances made on such date, in the case of Borrower. The failure of any Lender to make any Advance to be made by it hereunder shall not relieve any other Lender of its obligation hereunder, if any, to make its Advance, but neither Administrative Agent, Documentation Agent, nor any other Lender shall be responsible for the maintenance and administration failure of accounts maintained by Borrower and other fees and charges which are properly chargeable such Lender to Borrower in connection with the Loan Advances and all payments, subject make any Advance to collection, be made by Borrower on account of or to such Lender. Borrower may repay and reborrow advances that are made under this Note, subject, however, to the prepayment terms contained below. Borrower's right to request advances under this Note shall terminate on the Termination Date.

Requests for Advances. Whenever Borrower desires an advancePrior to 11:00 a.m. Dallas time, Borrower shall notify Lender (which on the date requested by Borrowers for the making of any Advances, Borrowers must give to Agent written notice, or telephonic notice shall be irrevocable) by telephone, facsimile or promptly confirmed in writing, of such request, after which Agent shall give each Lender prompt notice thereof. Each such written request or confirmation must be made in the desired borrowing. Such notice (form and substance of the "Notice Request for Advances" attached hereto as Exhibit B, duly completed and signed by an Authorized Officer of Borrowing") Borrowers. Each such telephonic request shall specify be deemed a representation, warranty, acknowledgment and agreement by Borrowers as to the date matters which are required to be set out in such written confirmation. If all conditions precedent to such Advances have been met, each Lender will promptly remit to Agent in favor of the proposed borrowing, Borrowers the amount requestedof such Lender's Advance in immediately available funds, whether and upon receipt of such funds, unless to its actual knowledge any conditions precedent to such Advances have neither been met nor waived by Lenders as provided herein, Agent shall promptly make the advance Advances available to Borrowers in immediately available funds at Agent's office in Dallas, Texas. Each Request for Advances shall be irrevocable and binding on Borrowers. Unless Agent shall have received prompt notice from a Prime Rate Loan or a LIBOR Rate LoanLender that such Lender will not make available to Agent such Lender's Advance, and, if a LIBOR Rate Loan, the duration of the initial Agent may in its discretion assume that such Lender has made such Advance available Interest Period. Each Notice of Borrowing for advances which are Prime Rate Loans must be received by Lender no later than 1 1:00 a.m., Hartford, Connecticut time on the day such borrowing is requested, and each Notice of Borrowing for advances which are LIBOR Rate Loans must be received by Lender no later than 10:00 a.m., Hartford, Connecticut time at least three (3) Business Days' prior to the day such borrowing is requested. Any Notice of Borrowing that is not in writing shall be followed by a written confirmation by the Borrower, provided that if such written confirmation differs in any respect from the action taken by Lender, the records of Lender shall control, absent manifest error. Lender shall enter each Loan Advance as a debit on a loan account maintained by Borrower with Lender (the "Loan Account"). Lender may also record in the Loan Account, Agent in accordance with customary banking proceduresthis section and Agent may if it chooses, all feesin reliance upon such assumption, accrued make such Advance available to Borrowers. If and unpaid interestto the extent such Lender shall not so make its Advance available to Agent, late feessuch Lender and Borrowers severally agree to pay or repay to Agent within three days after demand the amount of such Advance together with interest thereon, usual and customary bank charges for each day from the date such amount is made available to Borrowers until the date such amount is paid or repaid to Agent, at the interest rate applicable at the time to the other Advances made on such date. The failure of any Lender to make any Advance to be made by it hereunder shall not relieve any other Lender of its obligation hereunder, if any, to make its Advance, but no Lender shall be responsible for the maintenance and administration failure of accounts maintained by Borrower and any other fees and charges which are properly chargeable Lender to Borrower in connection with the Loan Advances and all payments, subject make any Advance to collection, be made by Borrower on account of or to such other Lender. Borrower may repay and reborrow advances that are made under this Note, subject, however, to the prepayment terms contained below. Borrower's right to request advances under this Note shall terminate on the Termination Date.

Requests for Advances. Whenever Borrower desires an advancemust give to Agent at least three Business Days' prior written notice, Borrower shall notify Lender (which or telephonic notice shall be irrevocable) by telephone, facsimile or promptly confirmed in writing, of any requested Advances, after which Agent shall give each Lender notice thereof within twenty-four hours of Agent's receipt of such requested Advances. Each such written request or confirmation must be made in the desired borrowing. Such notice (form and substance of the "Notice of Borrowing") Request for Advance" attached hereto as Exhibit B, duly completed. Each such telephonic request shall specify be deemed a representation, warranty, acknowledgment and agreement by Borrower as to the matters which are required to be set out in such written confirmation. If all conditions precedent to such Advances have been met, each Lender will on the date of the proposed borrowingrequested promptly remit to Agent at Agent's office in New York, New York the amount requestedof such Lender's Advance in immediately available funds, whether and upon receipt of such funds, unless to its actual knowledge any conditions precedent to such Advances have been neither met nor waived as provided herein, Agent shall promptly make the advance Advances available to Borrower. Each Request for Advance shall be irrevocable and binding on Borrower. Unless Agent shall have received prompt notice from a Prime Rate Loan Lender that such Lender will not make available to Agent such Lender's Advance, Agent may in its discretion assume that such Lender has made such Advance available to Agent in accordance with this section and Agent may if it chooses, in reliance upon such assumption, make such Advance available to Borrower. If and to the extent such Lender shall not so make its Advance available to Agent, such Lender and Borrower severally agree to pay or a LIBOR Rate Loanrepay to Agent within three days after demand the amount of such Advance together with interest thereon, andfor each day from the date such amount is made available to Borrower until the date such amount is paid or repaid to Agent, in an amount equal to the Agent's actual cost of such funds; provided that Agent shall first notify such Lender and if a LIBOR Rate LoanAgent does not receive such Lender's Advance immediately upon receipt of such notice, the duration of the initial available Interest Period. Each Notice of Borrowing for advances which are Prime Rate Loans must be received by Lender no later than 1 1:00 a.m., Hartford, Connecticut time on the day then Borrower shall pay such borrowing is requested, and each Notice of Borrowing for advances which are LIBOR Rate Loans must be received by Lender no later than 10:00 a.m., Hartford, Connecticut time at least amount within three (3) Business Days' prior days after demand therefor is made upon Borrower. The failure of any Lender to the day such borrowing is requested. Any Notice make any Advance to be made by it hereunder shall not relieve any other Lender of Borrowing that is not in writing its obligation hereunder, if any, to make its Advance, but no Lender shall be followed by a written confirmation by the Borrower, provided that if such written confirmation differs in any respect from the action taken by Lender, the records of Lender shall control, absent manifest error. Lender shall enter each Loan Advance as a debit on a loan account maintained by Borrower with Lender (the "Loan Account"). Lender may also record in the Loan Account, in accordance with customary banking procedures, all fees, accrued and unpaid interest, late fees, usual and customary bank charges responsible for the maintenance and administration failure of accounts maintained by Borrower and any other fees and charges which are properly chargeable Lender to Borrower in connection with the Loan Advances and all payments, subject make any Advance to collection, be made by Borrower on account of or to such other Lender. Borrower may repay and reborrow advances that are made under this Note, subject, however, to the prepayment terms contained below. Borrower's right to request advances under this Note shall terminate on the Termination Date.

Requests for Advances. Whenever Borrower desires an advance, Borrower Each request for a Receivables Loan Advance shall: (i) be in writing and shall notify Lender (which notice shall be irrevocable) by telephone, facsimile or in writing, certify the amount of the desired borrowing. Such notice then-current Borrowing Base, specify the principal amount of the Receivables Loan Advance requested and designate the account to which the proceeds of such Receivables Loan Advance are to be transferred; (ii) state that, except as noted in such request, the "Notice representations and warranties of Borrowing") shall specify the Borrower contained in this Agreement and any closing or funding related certifications are true and correct as of the date of the proposed borrowingrequest, and after giving effect to the amount requestedmaking of such requested Receivables Loan Advance, whether will be true and correct as of the date on which the requested Receivables Loan Advance is to be made; provided that Lender shall have no obligation to fund any request for an advance shall be a Prime Rate Loan if Lender determines, in its reasonable discretion, that such changes as noted in the request for advance are material and affect adversely Lender's credit underwriting of Borrower. (iii) state that no Default or a LIBOR Rate Loan, Event of Default exists as of the date of the request and, if a LIBOR Rate Loanafter giving effect to the making of such requested Receivables Loan Advance, the duration no Default or Event of Default would exist as of the initial available Interest Period. Each Notice date on which the requested Receivables Loan Advance is to be made; (iv) be delivered to the office of Borrowing for advances which are Prime Rate Loans must be received by Lender no later than 1 1:00 a.m., Hartford, Connecticut time on the day such borrowing is requested, and each Notice of Borrowing for advances which are LIBOR Rate Loans must be received by Lender no later than 10:00 a.m., Hartford, Connecticut time at least five (5) Business Days prior to the date of the requested Receivables Loan Advance and contain a schedule setting forth all Notes Receivable intended to be pledged and delivered to Lender with the actual delivery of such Notes Receivable with all applicable endorsements and assignments being delivered not less than three (3) Business Days' Days prior to the day such borrowing is requested. Any Notice date of Borrowing that is not in writing shall the Receivables Loan Advance; (v) be followed signed by a written confirmation by principal financial officer of the Borrower; (vi) certify that the Borrower has no knowledge of any asserted or threatened defense, provided that if such written confirmation differs offset, counterclaim, discount or allowance in any respect from the action taken by Lender, the records of Lender shall control, absent manifest error. Lender shall enter each Loan Advance as a debit on a loan account maintained by Borrower with Lender (the "Loan Account"). Lender may also record in the Loan Account, in accordance with customary banking procedures, all fees, accrued and unpaid interest, late fees, usual and customary bank charges for the maintenance and administration of accounts maintained by Borrower and other fees and charges which are properly chargeable Note Receivable to Borrower be pledged in connection with such requested Receivables Loan Advance, or in respect of any of the Loan Advances Pledged Notes Receivable; (vii) contain an aging report of the Pledged Notes Receivable; identifying, among other things, which among them are Eligible Notes Receivable; and (viii) contain a delinquency report which shall be in form and all payments, subject to collection, made by Borrower on account of or to Lender. Borrower may repay and reborrow advances that are made under this Note, subject, however, substance satisfactory to the prepayment terms contained below. Borrower's right to request advances under this Lender and shall show which of such Notes Receivable is delinquent and the duration of such delinquency, and which of such Pledged Notes Receivable is not an Eligible Note shall terminate on the Termination Date.Receivable;

Requests for Advances. Whenever Bank’s obligation to make any Advances is subject to all of the terms and conditions of this Agreement. A Borrower desires may request an advance, Borrower shall notify Lender Advance to be deposited into such Borrower’s deposit account(s) with Bank (which notice shall be irrevocablei) by telephone, facsimile or in writing, (ii) by telephone promptly confirmed in writing, or (iii) using Bank’s internet based Dealer Access System service (provided that use of the desired borrowing. Such notice (the "Notice of Borrowing") shall specify the date of the proposed borrowing, the amount requested, whether the advance such service shall be a Prime Rate Loan subject to the terms of an agreement between the applicable Borrower(s) and Bank). Bank will (unless Bank determines that any applicable condition specified in Section 4 has not been satisfied) make the Advance to Borrowers within five (5) Business Days of such request. Requests for Advances to be deposited or a LIBOR Rate Loan, and, if a LIBOR Rate Loan, the duration of the initial available Interest Periodforwarded elsewhere shall be in writing in such form and containing such information as Bank may require from time to time. Each Notice Borrower has the responsibility for ensuring that representatives of Borrowing such Borrower contacting Bank to request Advances or submitting written requests for advances which Advances are Prime Rate Loans must authorized. Bank shall be received by Lender no later than 1 1:00 a.m., Hartford, Connecticut time entitled to act on the day such borrowing is requested, instructions of anyone identifying himself or herself as authorized to request Advances and each Notice Borrower shall be bound thereby in the same manner as if the person were actually so authorized. Bank is authorized to credit any of Borrowing a Borrower’s accounts with Bank (or any account a Borrower designates in writing) for advances which are LIBOR Rate Loans must be received by Lender no later than 10:00 a.m., Hartford, Connecticut time at least three (3) Business Days' prior Advances made to such Borrower. A Borrower’s failure to confirm any telephonic request or otherwise comply with the day such borrowing is requested. Any Notice provisions of Borrowing that is this Section 2.4 shall not in writing shall be followed by a written confirmation by any manner affect the Borrower, provided that if obligation of such written confirmation differs in any respect from the action taken by Lender, the records of Lender shall control, absent manifest error. Lender shall enter each Loan Borrower to repay such Advance as a debit on a loan account maintained by Borrower with Lender (the "Loan Account"). Lender may also record in the Loan Account, in accordance with customary banking procedures, all fees, accrued the terms of this Agreement. Each Borrower agrees not to hold Bank liable for any errors or misunderstanding in complying with any written or oral directions for Advances; and unpaid interest, late fees, usual each Borrower agrees to indemnify and customary bank charges for hold the maintenance and administration of accounts maintained by Borrower and other fees and charges which are properly chargeable to Borrower in connection with the Loan Advances Bank harmless from any and all claims, damages, liabilities, losses, costs and expenses (including attorneys’ fees) which may arise or be created by the acceptance of instructions (telephonic or otherwise) for making Advances by wire transfer or otherwise, or for application of payments, subject to collection, made by Borrower on account of or to Lender. Borrower may repay and reborrow advances that are made under this Note, subject, however, to the prepayment terms contained below. Borrower's right to request advances under this Note shall terminate on the Termination Date.

Requests for Advances. Whenever If Borrower desires an advanceto receive a Revolving --------------------- Advance, Borrower shall notify Lender deliver a notice to Agent substantially in the form of Exhibit D no later than 2:00 p.m. (which notice shall be irrevocableCalifornia time) by telephone, facsimile or in writing, of on the desired borrowing. Such notice (the "Notice of Borrowing") shall specify second Business Day prior to the date of the proposed borrowing, the amount requested, whether the advance Revolving Advance. Each such notice (a "Notice of Revolving Advance") shall be a Prime Rate Loan or a LIBOR Rate Loan, and, if a LIBOR Rate Loan, the duration from an Authorized Financial Representative. Agent and Revolving Lenders shall be entitled to rely upon and shall be fully protected under this Agreement in relying upon any Notice of Revolving Advance reasonably believed by Agent to be genuine. Agent shall deliver notice of its receipt of the initial available Interest Period. Each Notice of Borrowing for advances which are Prime Rate Loans must be received by Revolving Advance to each Revolving Lender no later than 1 1:00 a.m., Hartford, Connecticut time on or before 11:00 a.m. (California time) on the day such borrowing is requestedBusiness Day prior to the date of the proposed Revolving Advance, and each Notice of Borrowing for advances which are LIBOR Rate Loans must be received by Lender no later than 10:00 a.m., Hartford, Connecticut time at least three (3) Business Days' prior the other Revolving Lenders shall wire its Initial Percentage of such Revolving Advance to the day Disbursement Account (with notice to Agent that such borrowing wire has been made) on or before 11:00 a.m. (California time) on the date of the proposed Revolving Advance. Upon the close of business on the date of the proposed Revolving Advance, the funds in the Disbursement Account shall be made available to Borrower by the bank at which the Disbursement Account is requestedheld, unless such bank shall have been instructed by Agent to withhold such funds, which instructions Agent may deliver if Agent has determined that Borrower has failed to fulfill the applicable conditions set forth in Article IV. Any Notice of Borrowing that is not All notices delivered pursuant to this Section 2.1(b) shall be delivered by facsimile to the facsimile number set forth in Section 13.12 or to such other facsimile number as a party hereto shall designate in writing pursuant to the provisions of Section 13.12. The failure of any Revolving Lender (such Revolving Lender, a "Non-Funding Lender") to make any Revolving Advance to be made by it on the date specified therefor shall not relieve any other Revolving Lender ("Other Lender") of its obligation to make its Revolving Advance on such date, but neither any Other Lender nor Agent shall be followed by a written confirmation by the Borrower, provided that if such written confirmation differs in any respect from the action taken by Lender, the records of Lender shall control, absent manifest error. Lender shall enter each Loan Advance as a debit on a loan account maintained by Borrower with Lender (the "Loan Account"). Lender may also record in the Loan Account, in accordance with customary banking procedures, all fees, accrued and unpaid interest, late fees, usual and customary bank charges responsible for the maintenance and administration failure of accounts maintained by Borrower and other fees and charges which are properly chargeable any Non-Funding Lender to Borrower in connection with the Loan Advances and all payments, subject make an Advance to collection, be made by Borrower on account of or to such Non-Funding Lender. Borrower may repay and reborrow advances that are made under this Note, subject, however, to the prepayment terms contained below. Borrower's right to request advances under this Note shall terminate on the Termination Date.

Requests for Advances. Whenever If Borrower desires an advanceto receive a --------------------- Revolving Advance, Borrower shall notify Lender deliver a notice to Agent substantially in the form of Exhibit D no later than 2:00 p.m. (which notice shall be irrevocableCalifornia time) by telephone, facsimile or in writing, of on the desired borrowing. Such notice (the "Notice of Borrowing") shall specify second Business Day prior to the date of the proposed borrowing, the amount requested, whether the advance Revolving Advance. Each such notice (a "Notice of Revolving Advance") shall be a Prime Rate Loan or a LIBOR Rate Loan, and, if a LIBOR Rate Loan, the duration from an Authorized Financial Representative. Agent and Revolving Lenders shall be entitled to rely upon and shall be fully protected under this Agreement in relying upon any Notice of Revolving Advance reasonably believed by Agent to be genuine. Agent shall deliver notice of its receipt of the initial available Interest Period. Each Notice of Borrowing for advances which are Prime Rate Loans must be received by Revolving Advance to each Revolving Lender no later than 1 1:00 a.m., Hartford, Connecticut time on or before 11:00 a.m. (California time) on the day such borrowing is requestedBusiness Day prior to the date of the proposed Revolving Advance, and each Notice of Borrowing for advances which are LIBOR Rate Loans must be received by Lender no later than 10:00 a.m., Hartford, Connecticut time at least three (3) Business Days' prior the other Revolving Lenders shall wire its Initial Percentage of such Revolving Advance to the day Disbursement Account (with notice to Agent that such borrowing wire has been made) on or before 11:00 a.m. (California time) on the date of the proposed Revolving Advance. Upon the close of business on the date of the proposed Revolving Advance, the funds in the Disbursement Account shall be made available to Borrower by the bank at which the Disbursement Account is requestedheld, unless such bank shall have been instructed by Agent to withhold such funds, which instructions Agent may deliver if Agent has determined that Borrower has failed to fulfill the applicable conditions set forth in Article IV. Any Notice of Borrowing that is not All notices delivered pursuant to this Section 2.1(b) shall be delivered by facsimile to the facsimile number set forth in Section 13.12 or to such other facsimile number as a party hereto shall designate in writing pursuant to the provisions of Section 13.12. The failure of any Revolving Lender (such Revolving Lender, a "Non-Funding Lender") to make any Revolving Advance to be made by it on the date specified therefor shall not relieve any other Revolving Lender ("Other Lender") of its obligation to make its Revolving Advance on such date, but neither any Other Lender nor Agent shall be followed by a written confirmation by the Borrower, provided that if such written confirmation differs in any respect from the action taken by Lender, the records of Lender shall control, absent manifest error. Lender shall enter each Loan Advance as a debit on a loan account maintained by Borrower with Lender (the "Loan Account"). Lender may also record in the Loan Account, in accordance with customary banking procedures, all fees, accrued and unpaid interest, late fees, usual and customary bank charges responsible for the maintenance and administration failure of accounts maintained by Borrower and other fees and charges which are properly chargeable any Non- Funding Lender to Borrower in connection with the Loan Advances and all payments, subject make an Advance to collection, be made by Borrower on account of or to such Non-Funding Lender. Borrower may repay and reborrow advances that are made under this Note, subject, however, to the prepayment terms contained below. Borrower's right to request advances under this Note shall terminate on the Termination Date.

Requests for Advances. Whenever If Borrower desires an advanceto receive a Revolving --------------------- Advance, Borrower shall notify Lender deliver a notice to Agent substantially in the form of Exhibit D no later than 2:00 p.m. (which notice shall be irrevocableCalifornia time) by telephone, facsimile or in writing, of on the desired borrowing. Such notice (the "Notice of Borrowing") shall specify second Business Day prior to the date of the proposed borrowing, the amount requested, whether the advance Revolving Advance. Each such notice (a "Notice of Revolving Advance") shall be a Prime Rate Loan or a LIBOR Rate Loan, and, if a LIBOR Rate Loan, the duration from an Authorized Financial Representative. Agent and Revolving Lenders shall be entitled to rely upon and shall be fully protected under this Agreement in relying upon any Notice of Revolving Advance reasonably believed by Agent to be genuine. Agent shall deliver notice of its receipt of the initial available Interest Period. Each Notice of Borrowing for advances which are Prime Rate Loans must be received by Revolving Advance to each Revolving Lender no later than 1 1:00 a.m., Hartford, Connecticut time on or before 11:00 a.m. (California time) on the day such borrowing is requestedBusiness Day prior to the date of the proposed Revolving Advance, and each Notice of Borrowing for advances which are LIBOR Rate Loans must be received by Lender no later than 10:00 a.m., Hartford, Connecticut time at least three (3) Business Days' prior the other Revolving Lenders shall wire its Percentage of such Revolving Advance to the day Disbursement Account (with notice to Agent that such borrowing wire has been made) on or before 11:00 a.m. (California time) on the date of the proposed Revolving Advance. Upon the close of business on the date of the proposed Revolving Advance, the funds in the Disbursement Account shall be made available to Borrower by the bank at which the Disbursement Account is requestedheld, unless such bank shall have been instructed by Agent to withhold such funds, which instructions Agent may deliver if Agent has determined that Borrower has failed to fulfill the applicable conditions set forth in Article IV. Any Notice of Borrowing that is not All notices delivered pursuant to this Section 2.1(b) shall be delivered by facsimile to the facsimile number set forth in Section 13.12 or to such other facsimile number as a party hereto shall designate in writing pursuant to the provisions of Section 13.12. The failure of any Revolving Lender (such Revolving Lender, a "Non-Funding Lender") to make any Revolving Advance to be made by it on the date specified therefor shall not relieve any other Revolving Lender ("Other Lender") of its obligation to make its Revolving Advance on such date, but neither any Other Lender nor Agent shall be followed by a written confirmation by the Borrower, provided that if such written confirmation differs in any respect from the action taken by Lender, the records of Lender shall control, absent manifest error. Lender shall enter each Loan Advance as a debit on a loan account maintained by Borrower with Lender (the "Loan Account"). Lender may also record in the Loan Account, in accordance with customary banking procedures, all fees, accrued and unpaid interest, late fees, usual and customary bank charges responsible for the maintenance and administration failure of accounts maintained by Borrower and other fees and charges which are properly chargeable any Non-Funding Lender to Borrower in connection with the Loan Advances and all payments, subject make an Advance to collection, be made by Borrower on account of or to such Non- Funding Lender. Borrower may repay and reborrow advances that are made under this Note, subject, however, to the prepayment terms contained below. Borrower's right to request advances under this Note shall terminate on the Termination Date.

Requests for Advances. Whenever Borrower desires A request for an advance, Borrower shall notify Lender (which notice Advance shall be irrevocablemade, or shall be deemed to be made, in the following manner: (i) by telephone, facsimile or in writing, a Financial Officer of the desired borrowing. Such notice Borrower (or another authorized officer designated by a Financial Officer of the Borrower and listed on SCHEDULE 2.2 hereto) shall deliver to the Agent a Notice of Proposed Advance/Conversion/Continuation, in the form of EXHIBIT B hereto (the "Notice of BorrowingBorrowing Notice") with respect to a Prime Advance, not later than 11:00 a.m. (New York time) on the Business Day of the proposed Prime Advance, and with respect to a LIBOR Advance, so long as no Default or Event of Default exists or would occur as a result of such an Advance, not later than 11:00 a.m. (New York time) on the third (3rd) Business Day prior to the Business Day of the proposed LIBOR Advance. The Borrowing Notice shall specify contain the information requested therein, including, without limitation, a statement that an Advance is requested, the amount of the proposed Advance, the date of the proposed borrowing, the amount requested, Advance and whether the advance shall be it is a Prime Rate Loan Advance or a LIBOR Rate Loan, Advance or a combination thereof and, if a LIBOR Rate LoanAdvance, the duration LIBOR Period selected; PROVIDED, HOWEVER, that Borrower may not select a particular LIBOR Period if the last day of the initial available Interest Period. Each Notice of Borrowing for advances which are Prime Rate Loans must be received by Lender no such period is later than 1 1:00 a.m.the Termination Date. Unless the Agent has received notice in accordance with the provisions of SECTION 4.6(C) that a Lender will not make available to the Agent such Lender's ratable portion because of a Default or Event of Default, Hartford, Connecticut time the Agent shall use commercially reasonable efforts to disburse the proceeds of each Advance not later than 3:30 p.m. (New York time) on the day such borrowing Business Day a Borrowing Notice is requested, received with respect to a Prime Advance and each Notice of Borrowing for advances which are LIBOR Rate Loans must be received by Lender no not later than 10:00 a.m., Hartford, Connecticut time at least three 3:30 p.m. (3New York time) on the second (2nd) Business Days' prior Day following the receipt of a Borrowing Notice with respect to the day such borrowing is requesteda LIBOR Advance. Any The Borrowing Notice of Borrowing that is not in writing shall be followed by a given in accordance with the provisions of this SECTION 2.2 hereof; provided, however, that upon written confirmation notice from Agent, the Borrower shall thereafter include in each Borrowing Notice the amount of Excess Availability after giving effect to such requested Advance, (ii) unless payment is otherwise made by the Borrower, provided that if the becoming due of any amount required to be paid under this Agreement or any of the Notes as interest shall be deemed to be a request for an Advance on the due date in the amount required to pay such written confirmation differs in any respect from interest, (iii) unless payment is otherwise made by the action taken by LenderBorrower, the records becoming due of Lender any other Secured Obligation shall control, absent manifest error. Lender shall enter each Loan be deemed to be a request for an Advance as a debit on a loan account maintained by Borrower with Lender (the "Loan Account"). Lender may also record due date in the Loan Accountamount then so due, and such request shall be irrevocable, (iv) the receipt by the Agent of notification from an Issuing Bank to the effect that a drawing has been made under a Letter of Credit and that Borrower has failed to reimburse the Issuing Bank therefor in accordance with customary banking proceduresthe terms of the Letter of Credit, all fees, accrued the Reimbursement Agreement and unpaid interest, late fees, usual and customary bank charges ARTICLE 3 shall be deemed to be a request for an Advance on the maintenance and administration date such notification is received in the amount of accounts maintained by Borrower and other fees and charges such drawing which are properly chargeable to Borrower in connection with the Loan Advances and all payments, subject to collection, is so unreimbursed; and (v) unless payment is otherwise made by Borrower on account the Borrower, the receipt by Agent of or to Lender. Borrower may repay and reborrow advances that are made under this Note, subject, however, a demand for reimbursement by a Clearing Bank pursuant to the prepayment terms contained below. Borrower's right provisions of any Blocked Account Agreement shall be deemed to be a request advances under this Note shall terminate for an Advance on the Termination Datedate any such demand is received by Agent in the amount set forth therein.

Requests for Advances. Whenever Borrower a. Except as set forth below in section 2. b. of this Note, whenever an Obligor desires an advance, Borrower such Obligor shall notify Lender (which notice shall be irrevocable) by telephone, facsimile or in writing, of the desired borrowing. Such notice (the "Notice of Borrowing") shall specify the date of the proposed borrowing, whether such borrowing is to bear interest initially as a LIBOR Rate Loan or a Prime Rate Loan and the amount requested, whether the advance which amount shall be in a Prime Rate Loan or a LIBOR Rate Loan, and, if a LIBOR Rate Loan, the duration minimum amount of the initial available Interest Period$100,000. Each Notice of Borrowing for advances which are Prime Rate Loans must be received by Lender no later than 1 1:00 a.m., Hartford, Connecticut time on the day such borrowing is requested, and each Notice of Borrowing for advances which are LIBOR Rate Loans must be received by Lender no later than 10:00 a.m., Hartford, Connecticut time (a) at least three (3) Business Days' prior to the day such borrowing is requestedrequested if such borrowing is to be a LIBOR Rate Loan or (b) on the day of such borrowing if such borrowing is to be a Prime Rate Loan. Any Notice of Borrowing that is not in writing shall be followed by a written confirmation by the Borrowersuch Obligor, provided that if such written confirmation differs in any respect an▇ ▇▇▇▇▇ct from the action taken by Lender, the records of Lender shall control, absent manifest error. Lender ▇▇▇▇er shall enter each Loan Advance as a debit on a loan account maintained by Borrower Obligors with Lender (the "Loan Account"). Lender may also record in the Loan Account, in accordance with customary banking procedures, all fees, accrued and unpaid interest, late fees, usual and customary bank charges for the maintenance and administration of accounts maintained by Borrower Obligors and other fees and charges which are properly chargeable to Borrower Obligors in connection with the Loan Advances and all payments, subject to collection, made by Borrower Obligors on account of or to Lender. b. In addition, Lender will automatically make advances without any additional ▇▇▇▇▇e in order to honor checks drawn upon the Loan Account by any of the Obligors up to an aggregate amount outstanding at any one time of $500,000. Borrower All such advances shall be Prime Rate Loans and shall otherwise be subject to all the terms and conditions of this Note and the Loan and Security Agreement. c. Obligors may repay and reborrow advances that are made under this Note, subject, however, to the prepayment terms contained below. Borrower's Obligors shall not have more than four (4) LIBOR Rate Loans outstanding at any one time. Obligors' right to request advances under this Note shall terminate on the Termination Date.