Common use of Payments of Principal and Interest Clause in Contracts

Payments of Principal and Interest. (i) With respect to the Term A Loans, Borrower shall make monthly payments of interest only, in arrears, commencing on the first (1st) Payment Date following the date on which the Term A Loans are funded, and continuing on the Payment Date of each successive month thereafter through and including the Payment Date occurring on March 1, 2011. Commencing on April 1, 2011, and continuing on the Payment Date of each month thereafter, Borrower shall make consecutive equal monthly payments of principal and interest in respect of the Term A Loans, as calculated by Agent (which calculations shall be deemed correct absent manifest error) based upon: (1) the principal amount of Term A Loans, (2) the effective rate of interest, as determined in Section 2,3(a), and (3) a repayment schedule equal to thirty (30) months. All unpaid principal and accrued interest with respect to the Term A Loans is due and payable in full on the Maturity Date. The Term A Loans may only be prepaid in accordance with Sections 2.4. (ii) With respect to the Term B Loans, Borrower shall make monthly payments of interest only, in arrears, commencing on the first (1st) Payment Date following the date on which the Term B Loans are funded, and continuing on the Payment Date of each successive month thereafter through and including the Payment Date occurring on March I, 2011. Commencing on April 1, 2011, and continuing on the Payment Date of each month thereafter, Borrower shall make consecutive equal monthly payments of principal and interest in respect of the Term B Loans, as calculated by Agent (which calculations shall be deemed correct absent manifest error) based upon: (1) the principal amount of Term B Loans, (2) the effective rate of interest, as determined in Section 2.3(a), and (3) a repayment schedule equal to thirty (30) months. All unpaid principal and accrued interest with respect to the Term B Loans is due and payable in full on the Maturity Date. The Term B Loans may only be prepaid in accordance with Sections 2.4.

Payments of Principal and Interest. (i) a. Pre-Payment and Payment of Principal and Interest. The Company may pay this Note in full, together With respect any and all accrued and unpaid interest, plus any applicable ore-payment premium set forth herein and subject to the Term A Loansterms of this Section 1 a, Borrower at any time on or prior to the date which occurs 180 days after the Issuance Date hereof (the "Prepayment Date"). In the event the Note is not prepaid in full on or before the Prepayment Date, it shall make monthly payments be deemed a "Pre-Payment Default" hereunder. Until the Ninetieth (90th) day after the Issuance Date the Company may pay the principal at a cash redemption premium of interest only135%, in arrearsaddition to outstanding interest, commencing without the Holder's consent; from the 91st day to the One Hundred and Twentieth (120th) day after the Issuance Date, the Company may pay the principal at a cash redemption premium of 140%, in addition to outstanding interest, without the Holder's consent, from the 121st day to the Prepayment Date, the Company may pay the principal at a cash redemption premium of 145%, in addition to outstanding interest, without the Holder's consent. After the Prepayment Date up to the Maturity Date this Note shall have a cash redemption premium of 150% of the then outstanding principal amount of the Note, plus accrued interest and Default Interest, if any, which may only be paid by the Company upon Xxxxxx's prior written consent. At any time on or after the first Maturity Date, the Company may repay the then outstanding principal plus accrued interest and Default Interest (1st) Payment Date following defined below), if any, to the date on which the Term A Loans are funded, and continuing on the Payment Date Holder. b Demand of each successive month thereafter through and including the Payment Date occurring on March 1, 2011Repayment. Commencing on April 1, 2011, and continuing on the Payment Date of each month thereafter, Borrower shall make consecutive equal monthly payments of The principal and interest in respect balance of the Term A Loans, as calculated by Agent (which calculations this Note shall be deemed correct absent manifest error) based upon: (1) the principal amount of Term A Loans, (2) the effective rate of interest, as determined in Section 2,3(a), and (3) a repayment schedule equal to thirty (30) months. All unpaid principal and accrued interest with respect paid to the Term A Loans is due and payable in full Holder hereof on demand by the Holder at any time on or after the Maturity Date. The Term A Loans may only be prepaid in accordance with Sections 2.4. Default Amount (ii) With respect to the Term B Loansdefined herein), Borrower shall make monthly payments of interest onlyif applicable, in arrears, commencing on the first (1st) Payment Date following the date on which the Term B Loans are funded, and continuing on the Payment Date of each successive month thereafter through and including the Payment Date occurring on March I, 2011. Commencing on April 1, 2011, and continuing on the Payment Date of each month thereafter, Borrower shall make consecutive equal monthly payments of principal and interest in respect of the Term B Loans, as calculated by Agent (which calculations shall be deemed correct absent manifest error) based upon: (1) paid to Holder hereof on demand by the principal amount of Term B Loans, (2) the effective rate of interest, as determined in Section 2.3(a), and (3) a repayment schedule equal to thirty (30) months. All unpaid principal and accrued interest with respect to the Term B Loans is Holder at any time such Default Amount becomes due and payable in full on the Maturity Date. The Term B Loans may only be prepaid in accordance with Sections 2.4to Holder.

Payments of Principal and Interest. (i) With respect to the Term A Loans, Borrower shall make monthly payments of interest only, in arrears, commencing on the first (1st) Payment Date following the date on which the Term A Loans are funded, and continuing on the Payment Date of each successive month thereafter through and including the Payment Date occurring on March 1, 2011. Commencing on April 1, 2011, and continuing on the Payment Date of each month thereafter, Borrower shall make consecutive equal monthly payments of principal and interest in respect of the Term A Loans, as calculated by Agent (which calculations shall be deemed correct absent manifest error) based upon: (1) the principal amount of Term A Loans, (2) the effective rate of interest, as determined in Section 2,3(a2.3(a), and (3) a repayment schedule equal to thirty (30) months. All unpaid principal and accrued interest with respect to the Term A Loans is due and payable in full on the Maturity Date. The Term A Loans may only be prepaid in accordance with Sections 2.4. (ii) With respect to the Term B Loans, Borrower shall make monthly payments of interest only, in arrears, commencing on the first (1st) Payment Date following the date on which the Term B Loans are funded, and continuing on the Payment Date of each successive month thereafter through and including the Payment Date occurring on March I1, 2011. Commencing on April 1, 2011, and continuing on the Payment Date of each month thereafter, Borrower shall make consecutive equal monthly payments of principal and interest in respect of the Term B Loans, as calculated by Agent (which calculations shall be deemed correct absent manifest error) based upon: (1) the principal amount of Term B Loans, (2) the effective rate of interest, as determined in Section 2.3(a), and (3) a repayment schedule equal to thirty (30) months. All unpaid principal and accrued interest with respect to the Term B Loans is due and payable in full on the Maturity Date. The Term B Loans may only be prepaid in accordance with Sections 2.4.

Payments of Principal and Interest. (i) With respect 2.1 From and after the date of this Note, interest on the unrepaid advances of the principal sum from date of disbursement by Payee at the Variable Rate shall be due and payable monthly on the first day of each month commencing January, 1998, and continuing on the first day of each month thereafter through the Maturity Date. Notwithstanding the foregoing, Maker shall have the option to convert the Term A Loansinterest rate charged on all or portions of the outstanding principal balance to a LIBOR Rate as set forth in Section 2.2 hereof. In the event Maker shall effectively convert the interest charged on all or portions of the outstanding principal balance pursuant to Section 2.2, Borrower interest on such portions shall make accrue and be due and payable as set forth in Section 2.2. 2.2 Maker may, at any time, exercise Maker's Interest Rate Conversion Option to convert the interest rate payable hereunder on a Designated LIBOR Rate Amount from the variable Rate to a LIBOR Rate for the LIBOR Period. Maker shall be entitled to request a Rate Quote from Payee by submitting a Rate Quote Request. In the event Maker desires to accept a Rate Quote, Maker shall deliver to Payee an Interest Rate Notice of Election. In the event Maker shall effectively elect a LIBOR Rate, commencing on the applicable Interest Rate Conversion Date, interest on the applicable Designated LIBOR Rate Amount shall accrue at the LIBOR Rate indicated in the applicable Rate Quote and interest payments shall be due and payable monthly payments of interest only, in arrearsat such LIBOR Rate for the applicable LIBOR Period, commencing on the first (1st) Payment Date day of the first month next immediately following the date on which the Term A Loans are funded, applicable Interest Rate Conversion Date and continuing through the applicable Reconversion Date, at which time the interest rate payable hereunder on such Designated LIBOR Rate Amount shall automatically reconvert to the Variable Rate and monthly payments shall be due and payable in accordance with Section 2.1, above, thereafter throughout the balance of the term of this Note, unless reconverted by Maker's re-exercise of an Interest Rate Conversion Option, in which case a new LIBOR Rate and LIBOR Period shall then be determined. 2.3 All interest payable in accordance with this Note shall be calculated on the Payment Date basis of the actual number of calendar days elapsed but computed on a daily basis as if each successive month thereafter through and including the Payment Date occurring on March 1, 2011. Commencing on April 1, 2011, and continuing on the Payment Date year consisted of each month thereafter, Borrower shall make consecutive equal monthly payments of 360 days. 2.4 All principal and all accrued and unpaid interest in respect of the Term A Loans, as calculated by Agent (which calculations shall be deemed correct absent manifest error) based upon: (1) the principal amount of Term A Loans, (2) the effective rate of interest, as determined in Section 2,3(a), and (3) a repayment schedule equal to thirty (30) months. All unpaid principal and accrued interest with respect to the Term A Loans is due and payable in full on the Maturity Date. 2.5 In the event that any applicable law, treaty, rule or regulation (whether domestic or foreign) now or hereafter in effect, or any interpretation or administration thereof by any governmental authority charged with the interpretation or administration thereof, or compliance by Payee with any request or directive of any such authority (whether or not having the force of law) (each of the foregoing being referred to as a "Regulatory Requirement"), shall (a) affect the basis of taxation or payments to Payee of any Designated LIBOR Rate Amount under this Note (other than taxes imposed on the overall net income of Payee by the jurisdiction, or by any political subdivision or taxing authority of any such jurisdictions in which Payee has its principal office), or (b) shall impose, modify or deem applicable any reserve, special deposit or similar requirement against assets of, deposits with or for the account of, or credit extended by Payee, or (c) shall impose any other condition, requirement or charge with respect to this Note or the Loan Documents (including, without limitation, any capital adequacy requirement, any requirement which affects the manner in which Payee allocates capital resources to its commitments or any similar requirement), and the result of any of the foregoing change in external conditions is to increase the actual cost to Payee of making or maintaining the loan evidenced by this Note (the "Loan") or any advance hereunder, to reduce the actual amount of any sum receivable by Payee thereon, or to reduce the actual rate of return on the capital of Payee from the actual cost, sum receivable or rate of return applicable on the date of this Note, then Maker shall pay to Payee, from time to time, upon request of Payee, additional amounts sufficient to compensate Payee for such increased cost, reduced sum receivable or reduced rate of return (collectively, "Reduced Earnings") to the extent Payee is not compensated therefor in the computation of the interest rates applicable to the Loan. The Term A Loans detailed statement as to the amount of such increased cost, reduced sum receivable or reduced rate of return, prepared in good faith and submitted by Payee to Maker, shall be conclusive and binding for all purposes, absent manifest error in determination. Payee shall promptly notify Maker of any event occurring after the date of this Note that entitles Payee to additional compensation pursuant to this Section. This provision is for the benefit of Payee and is not intended to increase the yield to payee above the rates of interest provided for in this Note. 2.6 Notwithstanding any other provision of this Note to the contrary, if, upon receiving an Interest Rate Notice of Election (a) deposits in U.S. dollars for periods comparable to the LIBOR Period are not available to Payee in the London Interbank Market, or (b) the LIBOR Rate will not accurately cover the cost to Payee of making or maintaining the related Designated LIBOR Rate Amount, or (c) by reason of national or international financial, political or economic conditions or by reason of any applicable Regulatory Requirement, including without limitation exchange controls, it is unlawful, impossible or unduly burdensome for Payee (i) to advance the relevant Designated LIBOR Rate Amount or (ii) to continue any outstanding sum as a Designated LIBOR Rate Amount or (iii) to convert any outstanding sum to a Designated LIBOR Rate Amount, then Maker shall not be entitled, so long as such circumstances continue, to request a Designated LIBOR Rate Amount or a continuation of or conversion to the LIBOR Rate for any such outstanding sum from Payee. In the event that such circumstances no longer exist, Payee shall again consider requests for Designated LIBOR Rate Amounts and requests for continuation of and conversions to such advances. 2.7 In the event that any Regulatory Requirement, including without limitation exchange controls, shall make it unlawful or impossible for Payee to maintain any Designated LIBOR Rate Amount under this Note, the Maker shall after receipt of notice thereof from Payee, repay in full the then-outstanding principal amount of all Designated LIBOR Rate Amounts together with all accrued interest thereon to the date of payment and all amounts due to the affected Payee under Section 2.8, (a) on the last day of the then-current LIBOR Period, if any, applicable to such Designated LIBOR Rate Amount, if Payee may lawfully continue to maintain such Designated LIBOR Rate Amount of such day, or (b) immediately if Payee may not continue to maintain such Designated LIBOR Rate Amount to such day. This provision is for the benefit of Payee and is not intended to increase the yield to Payee above the rates of interest provided for in this Note. This Section 2.7 shall apply only be prepaid as long as such illegality exists. Payee shall use reasonable, lawful efforts to avoid the impact of such law, treaty, rule or regulation. As an alternative to the repayment obligation provided in this Section 2.7, Maker may, at its option, and at the time provided in this Section 2.7, convert any affected advance or a portion thereof to the Variable Rate or to any Designated LIBOR Rate Amount of a duration that remains unaffected by the foregoing external conditions, in each case accompanied by the payment of all accrued interest on the affected advance to the date of conversion and all amounts due to Payee under Section 2.8. 2.8 If Maker makes any payment of principal with respect to any Designated LIBOR Amount on any other date than the last day of a LIBOR Period applicable thereto or if Maker fails to borrow any Designated LIBOR Amount after notice has been given to Payee in accordance with Sections 2.4. (ii) With respect Section 2.2, or fails to the Term B Loans, Borrower shall make monthly payments of interest only, in arrears, commencing on the first (1st) Payment Date following the date on which the Term B Loans are funded, and continuing on the Payment Date of each successive month thereafter through and including the Payment Date occurring on March I, 2011. Commencing on April 1, 2011, and continuing on the Payment Date of each month thereafter, Borrower shall make consecutive equal monthly payments any payment of principal and or interest in respect of the Term B Loans, as calculated by Agent (which calculations shall be deemed correct absent manifest error) based upon: (1) the principal amount of Term B Loans, (2) the effective rate of interest, as determined in Section 2.3(a), and (3) a repayment schedule equal to thirty (30) months. All unpaid principal and accrued interest with respect to the Term B Loans is Designated LIBOR Amount when due and payable in full on or at the Maturity Date, the Maker shall reimburse Payee on demand for any resulting actual and direct loss or expense incurred by Payee, determined in Payee's reasonable opinion, including without limitation any loss incurred in obtaining, liquidating or employing deposits from third parties. A detailed statement as to the amount of such loss or expense, prepared in good faith and submitted by Payee to Maker, shall be conclusive and binding for all purposes absent manifest error in determination. This provision is for the benefit of Payee and is not intended to increase the yield to Payee above the rates of interest provided for in this Agreement. 2.9 The Term B Loans may only be prepaid provisions of sections 2.5 and 2.8 shall survive the termination and payment in accordance with Sections 2.4full of this Note.

Payments of Principal and Interest. (i) With respect to the Term A Loans, Borrower shall make monthly payments of interest only, in arrears, commencing on the first (1st) Payment Date following the date on which the Term A Loans are funded, and continuing on the Payment Date of each successive month thereafter through and including the Payment Date occurring on March 1, 2011. Commencing on April 1, 2011, and continuing on the Payment Date of each month thereafterthereafter to and including September 1, 2011, Borrower shall make consecutive equal monthly payments of principal and interest in respect of the Term A Loans, as calculated by Agent (which calculations shall be deemed correct absent manifest error) based upon: (1) the principal amount of Term A Loans, (2) the effective rate of interest, as determined in Section 2,3(a2.3(a), and (3) a repayment schedule equal to thirty (30) months. Commencing on Payment Date occurring on October 1, 2011, and continuing on the Payment Date of each successive month thereafter through and including the Payment Date occurring on December 1, 2012, Borrower shall make monthly payments with respect to the Term A Loans of interest only, in arrears. Commencing on January 1, 2013, and continuing on the Payment Date of each month thereafter to and including December 1, 2015, Borrower shall make consecutive equal monthly payments of principal in respect of the Term A Loans, as calculated by Agent (which calculations shall be deemed correct absent manifest error) based upon: (1) the principal amount of Term A Loans, and (2) a repayment schedule equal to thirty-six (36) months, plus accrued interest calculated at the effective rate of interest as determined in Section 2.3(a). All unpaid principal and accrued interest with respect to the Term A Loans is due and payable in full on the Maturity Date. The Term A Loans may only be prepaid in accordance with Sections 2.4. (ii) With respect to the Term B Loans, Borrower shall make monthly payments of interest only, in arrears, commencing on the first (1st) Payment Date following the date on which the Term B Loans are funded, and continuing on the Payment Date of each successive month thereafter through and including the Payment Date occurring on March I1, 2011. Commencing on April 1, 2011, and continuing on the Payment Date of each month thereafterthereafter to and including September 1, 2011, Borrower shall make consecutive equal monthly payments of principal and interest in respect of the Term B Loans, as calculated by Agent (which calculations shall be deemed correct absent manifest error) based upon: (1) the principal amount of Term B Loans, (2) the effective rate of interest, as determined in Section 2.3(a), and (3) a repayment schedule equal to thirty (30) months. Commencing on Payment Date occurring on October 1, 2011, and continuing on the Payment Date of each successive month thereafter through and including the Payment Date occurring on December 1, 2012, Borrower shall make monthly payments with respect to the Term B Loans of interest only, in arrears. Commencing on January 1, 2013, and continuing on the Payment Date of each month thereafter to and including December 1, 2015, Borrower shall make consecutive equal monthly payments of principal in respect of the Term B Loans, as calculated by Agent (which calculations shall be deemed correct absent manifest error) based upon: (1) the principal amount of Term B Loans, and (2) a repayment schedule equal to thirty-six (36) months, plus accrued interest calculated at the effective rate of interest as determined in Section 2.3(a). All unpaid principal and accrued interest with respect to the Term B Loans is due and payable in full on the Maturity Date. The Term B Loans may only be prepaid in accordance with Sections 2.4.

Payments of Principal and Interest. (a) Commencing on the first day of the first calendar month following the date of this Note, and on the first day of each calendar month thereafter (each such date being referred to herein as a "Cash Interest Payment Date") until the later to occur of (i) With respect May 13, 2007 (the "Maturity Date"); and (ii) the full and final payment in cash or cash equivalents of the principal balance outstanding under this Note, all accrued and unpaid interest thereon, premium, if any, and all fees and expenses owing by the Company to the Term A LoansPurchaser under this Note and the other Operative Agreements, Borrower the Company shall make monthly payments pay to the Purchaser in cash all interest accrued under this Note at the Applicable Interest Rate during the immediately preceding calendar month; provided, however, that the PIK Interest Component of the accrued but unpaid interest only, shall be payable quarterly in arrears, arrears commencing on June 1, 2003 and on each September 1, December 1, March 1 and June 1 thereafter (each such date being referred to herein as a "PIK Interest Payment Date"; and, together with each Cash Interest Payment Date, an "Interest Payment Date"); provided, further, however, that the first (1st) PIK Interest Component of the accrued interest due on any PIK Interest Payment Date following the date on which the Term A Loans are funded, and continuing on the Payment Date of each successive month thereafter through and including the Payment Date occurring on March 1, 2011. Commencing on April 1, 2011, and continuing on the Payment Date of each month thereafter, Borrower shall make consecutive equal monthly payments of principal and interest in respect of the Term A Loans, as calculated by Agent (which calculations shall be deemed correct absent manifest error) based upon: (1) paid by accreting to the principal amount balance then outstanding under this Note. (b) The entire outstanding principal balance of Term A Loansthis Note, (2) the effective rate of interesttogether with all accrued and unpaid interest thereon, as determined in Section 2,3(a), and (3) a repayment schedule equal to thirty (30) months. All unpaid principal and accrued interest with respect to the Term A Loans is shall be due and payable in full in cash on the earlier to occur of (i) the Maturity Date. The Term A Loans may only be prepaid ; and (ii) the acceleration of the Company's payment obligations hereunder in accordance with Sections 2.4the terms of the Note Purchase Agreement. (iic) With respect to the Term B Loans, Borrower shall make monthly All payments of interest only, in arrears, commencing on the first (1st) Payment Date following the date on which the Term B Loans are funded, and continuing on the Payment Date of each successive month thereafter through and including the Payment Date occurring on March I, 2011. Commencing on April 1, 2011, and continuing on the Payment Date of each month thereafter, Borrower shall make consecutive equal monthly payments of principal and interest in respect of the Term B Loans, as calculated by Agent (which calculations due under this Note shall be deemed correct absent manifest error) based upon: (1) the principal amount of Term B Loanspayable without setoff, (2) the effective rate of interest, as determined in Section 2.3(a), and (3) a repayment schedule equal to thirty (30) months. All unpaid principal and accrued interest with respect to the Term B Loans is due and payable in full on the Maturity Date. The Term B Loans may only be prepaid in accordance with Sections 2.4counterclaim or any other deduction whatsoever.

Payments of Principal and Interest. (i) With respect On or before May 1, 2003, Maker shall pay to Holder an amount equal to the Term A Loans, Borrower interest which would accrue on this Note during the period which begins on the date hereof and ends on April 3O,2003. Maker shall make monthly payments of interest only, in arrears, commencing on the first (1st) Payment Date following the date on which the Term A Loans are funded, and continuing on the Payment Date of each successive month thereafter through and including the Payment Date occurring on March 1, 2011. Commencing on April 1, 2011, and continuing on the Payment Date of each month thereafter, Borrower shall make consecutive equal monthly installment payments of principal and interest in respect of the Term A Loans, as calculated by Agent (which calculations shall be deemed correct absent manifest errorcomputed based upon a two hundred forty (240) based upon: month amortization schedule (1) referred herein collectively as the principal amount of Term A Loans"Installments", (2) and individually as the effective rate of interest, as determined in Section 2,3(a"Installment"), with such Installments to cominence and (3) a repayment schedule equal be due and payable on June 1, 2003 and to thirty (30) months. All be due and payable thereafter on the first day of each successive calendar month until the Maturity Date, at which time the entire remaining principal balance of this Note and all accrued, unpaid principal and accrued interest with respect to the Term A Loans is shall be due and payable in full full. On each Change Date, the amount of the Installments shall be recomputed based on the Maturity Date. The Term A Loans may only be prepaid in accordance with Sections 2.4. (ii) With respect to the Term B Loans, Borrower shall make monthly payments of interest only, in arrears, commencing time remaining on the first (1st) Payment Date following above amortization schedule and any fluctuation in the date on which the Term B Loans are funded, and continuing on the Payment Date of each successive month thereafter through and including the Payment Date occurring on March I, 2011Prime Rate. Commencing on April 1, 2011, and continuing on the Payment Date of each month thereafter, Borrower shall make consecutive equal monthly All payments of principal and interest hereunder shall be made in respect immediately available funds to the Holder at the Holder's address set forth on the signature page of the Term B LoansLoan Agreement or at any other place specified in writing by the Holder to Maker, as calculated by Agent 1:00 p.m. (which calculations shall be deemed correct absent manifest errorIowa time) based upon: (1) on the principal amount date when due. The Holder is hereby authorized to charge the account of Term B Loans, (2) the effective rate Maker for each payment of interest, as determined in Section 2.3(a), and (3) a repayment schedule equal to thirty (30) months. All unpaid principal and accrued interest with respect to the Term B Loans is as it becomes due. If any installment of principal or interest provided herein becomes due and payable in full on a date other than a Banking Day, the Maturity Date. The Term B Loans may only maturity of the installment of principal or interest shall be prepaid in accordance with Sections 2.4extended to the next succeeding Banking Day, and interest shall be payable during such extension of maturity.

Payments of Principal and Interest. Principal and interest on the Loan shall be payable as follows: (iA) With respect to On the Term A Loansfirst Payment Due Date following the date of this Agreement, and on each successive Payment Due Date thereafter until the Initial Maturity Date, Borrower shall make monthly payments pay to Bank all accrued and unpaid interest on the outstanding principal balance of the Note. (B) If the Extension Requirements have not been met, then the outstanding principal balance of the Note, together with all accrued and unpaid interest onlythereon, in arrearsshall be due and payable to Bank on the Initial Maturity Date. (C) If the Extension Requirements have been met, commencing then on the first (1st) Payment Due Date following the date on which the Term A Loans are fundedInitial Maturity Date, and continuing on each of the next eleven (11) Payment Date of each successive month thereafter through and including the Payment Date occurring on March 1, 2011. Commencing on April 1, 2011, and continuing on the Payment Date of each month thereafterDue Dates, Borrower shall make pay to Bank (1) all accrued and unpaid interest on the outstanding principal balance of the Note, and (2) a principal payment equal to the product of (i) one-twelfth, times (ii) the total principal payments that would be made over twelve (12) consecutive equal months, based on the monthly payments amortization of principal and interest in respect on a hypothetical loan where (x) the principal indebtedness being amortized is equal to the principal indebtedness owing under the Note as of the Term A LoansInitial Maturity Date, as calculated by Agent (which calculations y) the interest rate during the amortization period is equal to the Imputed Interest Rate, and (z) the amortization period is three hundred sixty (360) months. (D) On the thirteenth (13th) Payment Due Date following the Initial Maturity Date, and on each of the next eleven Payment Due Dates, Borrower shall be deemed correct absent manifest error) based upon: pay to Bank (1) all accrued and unpaid interest on the outstanding principal amount balance of Term A Loansthe Note, and (2) the effective rate of interest, as determined in Section 2,3(a), and (3) a repayment schedule principal payment equal to thirty the product of (30i) months. All unpaid principal and accrued interest with respect to the Term A Loans is due and payable in full on the Maturity Date. The Term A Loans may only be prepaid in accordance with Sections 2.4. one-twelfth, times (ii) With respect to the Term B Loanstotal principal payments that would be made over twelve (12) consecutive months, Borrower shall make monthly payments of interest only, in arrears, commencing based on the first (1st) Payment Date following the date on which the Term B Loans are funded, and continuing on the Payment Date of each successive month thereafter through and including the Payment Date occurring on March I, 2011. Commencing on April 1, 2011, and continuing on the Payment Date of each month thereafter, Borrower shall make consecutive equal monthly payments amortization of principal and interest in respect on a hypothetical loan where (x) the principal indebtedness being amortized is equal to the principal indebtedness owing under the Note as of the Term B Loans, as calculated by Agent (which calculations shall be deemed correct absent manifest error) based upon: date one (1) year after the principal amount of Term B LoansInitial Maturity Date, (2y) the effective interest rate of interest, as determined in Section 2.3(a)during the amortization period is equal to the Imputed Interest Rate, and (3z) a repayment schedule equal to thirty the amortization period is three hundred forty-eight (30348) months. All . (E) If not earlier demanded pursuant to Section 8.3 hereof, the outstanding principal balance of the Note, together with all accrued and unpaid principal and accrued interest with respect to the Term B Loans is thereon, shall be due and payable in full to Bank on the Extended Maturity Date. The Term B Loans may only be prepaid in accordance with Sections 2.4.

Payments of Principal and Interest. The Loan, together with interest thereon at the Interest Rate, shall be repaid in ninety-six (i96) With respect to equal consecutive monthly payments consisting of (a) principal and interest calculated at the Interest Rate each in an amount which will fully amortize sixty-five percent (65%) of the Loan at the Interest Rate over the Term A Loansplus (b) interest on thirty-five percent (35%) of the Loan calculated at the Interest Rate. The remaining unpaid principal balance of the Loan, Borrower plus all accrued and unpaid interest on the Loan calculated at the Interest Rate shall make be payable with the ninety-sixth (96th) payment on the Maturity Date. The first such monthly payments payment of principal and interest only, in arrears, commencing shall be due and payable on the first (1st) Payment day of the second month succeeding the Disbursement Date following and the date payments shall continue on which the Term A Loans are funded, a like day in each and continuing on the Payment Date of each successive every month thereafter through and including the Payment Maturity Date; provided that (i) if the Disbursement Date occurring on March 1is the first day of a month, 2011. Commencing on April 1, 2011, and continuing on the Payment Date of each month thereafter, Borrower shall make consecutive equal first such monthly payments payment of principal and interest in respect shall be due on the first day of the Term A Loans, as calculated by Agent (which calculations shall be deemed correct absent manifest error) based upon: (1) the principal amount of Term A Loans, (2) the effective rate of interest, as determined in Section 2,3(a)immediately succeeding month, and (3ii) a repayment schedule equal if the Disbursement Date is not the first day of the month, Borrower shall pay, on the first day of the month immediately succeeding the Disbursement Date, interest only, at the Interest Rate, from the Disbursement Date to thirty (30) monthsthe last day of the month in which the Disbursement Date occurs. All Lender shall compute the amount of each payment and advise Borrower of such amount. Each monthly payment shall be applied, first to fees, costs and charges, if any, owing to Lender, then to interest as may be due hereunder, and the balance of such payment shall be applied to the principal balance of the Loan. The entire unpaid principal balance which was not payable earlier, whether due to regularly scheduled payments, acceleration or otherwise, together with any unpaid interest, fees, costs and accrued interest with respect to the Term A Loans is charges shall be due and payable in full on the Maturity Date. The Term A Loans may only Maturity Date shall be prepaid in accordance with Sections 2.4. the date that the ninety-sixth (ii96th) With respect consecutive monthly installment is scheduled to be due. After the Term B Loansmaturity of all or any part of the Loan (by acceleration or otherwise), Borrower shall make monthly payments of interest only, in arrears, commencing on the first (1st) Payment Date following the date on which the Term B Loans are funded, and continuing on the Payment Date of each successive month thereafter through and including the Payment Date occurring on March I, 2011. Commencing on April 1, 2011, and continuing on the Payment Date of each month thereafter, Borrower shall make consecutive equal monthly payments of principal and interest in respect of the Term B Loans, as calculated by Agent (which calculations Loan or such part thereof shall be deemed correct absent manifest error) based upon: (1) the principal amount of Term B Loans, (2) the effective rate of interest, as determined in Section 2.3(a), and (3) a repayment schedule equal to thirty (30) months. All unpaid principal and accrued interest with respect to the Term B Loans is due and payable in full at the Default Rate on the Maturity Date. The Term B Loans may only be prepaid in accordance with Sections 2.4demand.

Payments of Principal and Interest. The entire unpaid Principal, together with all accrued and unpaid Interest (icollectively, the “Outstanding Balance”) With respect to the Term A Loans, Borrower shall make monthly payments of interest onlybecome due and payable as set forth below: (a) Interest shall become due and payable monthly, in arrears, commencing on the first business day of each calendar month (1steach a “Calendar Month”) Payment Date during the term of this Note; (b) Principal shall begin to become due and payable on the first Business Day of the first Calendar Month following the date on which of this Note in accordance with the Term A Loans are fundedfollowing schedule (each a “Principal Payment”): i. During the first twelve (12) Calendar Months following the date of this Note, the monthly Principal Payments shall be $7,292; ii. During twelve (12) Calendar Months immediately following the completion of the twelve month period described in (i) above, the Monthly Principal Payments shall be the product of the Assumed Gross Revenue of McorpCX LLC (the “Company”) multiplied by 8.75% and then divided by twelve (12). For the purposes of this Note, “Assumed Gross Revenue” for any twelve (12) Calendar Month payment period shall be equal to 150% of the actual gross revenue generated by the Company during the previous twelve (12) Calendar Months calculated in accordance with United States Generally Accepted Accounting Principles; iii. During the twelve (12) Calendar Months immediately following the completion of the twelve month period described in (ii) above, the Monthly Principal Payments shall be the product of the Assumed Gross Revenue of the Company multiplied by 8.75% and then divided by twelve (12); iv. During the twelve (12) Calendar Months immediately following the completion of the twelve month period described in (iii) above, the Monthly Principal Payments shall be the product of the Assumed Gross Revenue of the Company multiplied by 8.75% and then divided by twelve (12); v. If any amount of the Outstanding Balance remains outstanding as at the end of the payment period described in (iv), then the remaining Outstanding Balance shall be payable through in twelve (12) Calendar Month periods where Monthly Principal Payments shall be the product of the Assumed Gross Revenue of the Company multiplied by 8.75% and then divided by twelve (12) during each such period, until there is no Outstanding Balance; and vi. If the actual gross revenue of the Company exceeds the Assumed Gross Revenue during any of the periods described in this Section 3(b), and continuing on the Payment Date of each successive month thereafter through and including the Payment Date occurring on March 1there is an Outstanding Balance, 2011. Commencing on April 1, 2011, and continuing on the Payment Date of each month thereafter, Borrower shall make consecutive equal monthly payments of principal and interest in respect then 8.75% of the Term A Loans, as calculated by Agent (which calculations difference shall be deemed correct absent manifest errorpaid to the Maker as a principal repayment within four (4) based upon: Calendar Months after the applicable twelve Calendar Month Period. (c) Maker will have the right, at any time, to prepay all or any portion of the Outstanding Balance without premium or penalty upon one (1) the principal amount of Term A Loans, (2) the effective rate of interest, as determined in Section 2,3(a), and (3) a repayment schedule equal to thirty (30) months. All unpaid principal and accrued interest with respect Business Day’s prior written notice to the Term A Loans is due Payee; provided that each prepayment shall be accompanied by payment in cash of all accrued and payable in full unpaid Interest on the Maturity Date. The Term A Loans may only be amount so prepaid in accordance with Sections 2.4to the date of prepayment. (iid) With respect All payments (including prepayments) on this Note will be applied to the Term B Loans, Borrower shall make monthly payments payment of interest only, in arrears, commencing on the first (1st) Payment Date following the date on which the Term B Loans are funded, accrued and continuing on the Payment Date of each successive month thereafter through and including the Payment Date occurring on March I, 2011. Commencing on April 1, 2011, and continuing on the Payment Date of each month thereafter, Borrower shall make consecutive equal monthly payments of principal and interest in respect of the Term B Loans, as calculated by Agent (which calculations shall be deemed correct absent manifest error) based upon: (1) the principal amount of Term B Loans, (2) the effective rate of interest, as determined in Section 2.3(a), and (3) a repayment schedule equal to thirty (30) months. All unpaid principal and accrued interest with respect Interest before being applied to the Term B Loans is due and payable in full on the Maturity Date. The Term B Loans may only be prepaid in accordance with Sections 2.4payment of Principal.

Payments of Principal and Interest. For the Initial Term Loan, Borrower shall pay to the Agent, for the ratable benefit of the Lenders, (i) With respect to the Term A Loans, Borrower shall make monthly five (5) consecutive payments of interest only, only (payable in arrears, commencing ) at the rate of interest determined in accordance with Section 2.3(a) on the first (1st) Payment Date following the date on which the Term A Loans are funded, and continuing on the Payment Date day of each successive calendar month thereafter through and including the (a “Scheduled Payment Date occurring Date”) commencing on March February 1, 2011. Commencing on April 1, 2011, 2008 and continuing on the Payment Date of each month thereafter, Borrower shall make (ii) thirty-one (31) equal consecutive equal monthly payments of principal and interest (payable in respect arrears) at the rate of interest determined in accordance with Section 2.3(a) on each Scheduled Payment Date commencing on July 1, 2008. For the Subsequent Term Loan, Borrower shall pay to the Agent, for the ratable benefit of the Lenders, thirty-six (36) equal consecutive payments of principal and interest (payable in arrears) at the rate of interest determined in accordance with Section 2.3(a) on each Scheduled Payment Date commencing on the first day of the calendar month occurring after the month during which the Subsequent Term A LoansLoan was made (each such payment made pursuant to each of the immediately preceding two sentences, as a “Scheduled Payment”). The amount of each such payment of principal and interest shall be calculated by the Agent (which calculations and shall be deemed correct absent manifest error) based upon: (1) sufficient to fully amortize the principal amount of and interest due with respect to the applicable Term A LoansLoan over such repayment period. Notwithstanding the foregoing, (2) the effective rate of interest, as determined in Section 2,3(a), and (3) a repayment schedule equal to thirty (30) months. All all unpaid principal and accrued interest with respect to the a Term A Loans Loan is due and payable in full to Agent, for the ratable benefit of Lenders, on the Maturity Date. The Term A Loans may only be prepaid in accordance with Sections 2.4. earlier of (iiA) With respect to the Term B Loans, Borrower shall make monthly payments of interest only, in arrears, commencing on the first (1st) Payment Date day of the thirty-seventh month following the date on which the such Term B Loans are funded, and continuing on the Payment Date of each successive month thereafter through and including the Payment Date occurring on March I, 2011. Commencing on April 1, 2011, and continuing on the Payment Date of each month thereafter, Borrower shall make consecutive equal monthly payments of principal and interest in respect of the Term B Loans, as calculated by Agent Loan was made or (which calculations shall be deemed correct absent manifest error) based upon: (1B) the principal amount of date that such Term B Loans, (2) the effective rate of interest, as determined in Section 2.3(a), and (3) a repayment schedule equal to thirty (30) months. All unpaid principal and accrued interest with respect to the Term B Loans is Loan otherwise becomes due and payable in full hereunder, whether by acceleration of the Obligations pursuant to Section 8.2 or otherwise (the earlier of (A) or (B), the “Applicable Term Loan Maturity Date”). Each Scheduled Payment, when paid, shall be applied first to the payment of accrued and unpaid interest on the applicable Term Loan and then to unpaid principal balance of such Term Loan. Without limiting the foregoing, all Obligations shall be due and payable on the Applicable Term Loan Maturity Date. The Date for the last Term B Loans may only be prepaid in accordance with Sections 2.4Loan made.”

Payments of Principal and Interest. (i) With respect to Principal and interest on the Term A Loans, Borrower Loan shall make monthly payments of interest only, in arrears, commencing on be payable as follows: (A) On the first (1st) Interest Payment Due Date following the date on which the Term A Loans are funded, and continuing on the Payment Date of each successive month thereafter through and including the Payment Date occurring on March 1, 2011. Commencing on April 1, 2011, and continuing on the Payment Date of each month thereafter, Borrower shall make consecutive equal monthly payments of principal and interest in respect of the Term A Loans, as calculated by Agent (which calculations shall be deemed correct absent manifest error) based upon: (1) the principal amount of Term A Loans, (2) the effective rate of interest, as determined in Section 2,3(a)Notes, and (3) a repayment schedule equal to thirty (30) months. All unpaid principal and accrued interest with respect to on each successive Interest Payment Due Date thereafter until the entire indebtedness evidenced by the Term A Loans Notes is due paid in full, Borrowers shall pay to Agent for the account of the Term Loan Lenders (based on each Term Loan Lender’s Term Loan Credit Percentage at such time) all accrued and payable in full unpaid interest on the Maturity Date. The outstanding principal balance of the Term A Loans may only be prepaid in accordance with Sections 2.4Notes. (iiB) With respect to the Term B Loans, Borrower shall make monthly payments of interest only, in arrears, commencing on On the first (1st) Principal Payment Due Date following the date on which the Term B Loans are funded, and continuing on the Payment Date of each successive month thereafter through and including the Payment Date occurring on March I, 2011. Commencing on April 1, 2011, and continuing on the Payment Date of each month thereafter, Borrower shall make consecutive equal monthly payments of principal and interest in respect of the Term B LoansNotes, as calculated and on each successive Principal Payment Due Date thereafter until the entire indebtedness evidenced by the Term Notes is paid in full, Borrowers shall pay to Agent for the account of the Term Loan Lenders (which calculations based on each Term Loan Lender’s Term Loan Credit Percentage at such time) a principal payment each in the amount of (i) on the first twenty-four (24) Principal Payment Due Dates, $458,333.33; and (ii) thereafter, $666,667.00. (C) If not earlier demanded pursuant to Section 11.3 hereof, the outstanding principal balance of the Term Loan, together with all accrued and unpaid interest thereon, shall be deemed correct absent manifest error) based upon: (1) the principal amount of Term B Loans, (2) the effective rate of interest, as determined in Section 2.3(a), and (3) a repayment schedule equal to thirty (30) months. All unpaid principal and accrued interest with respect to the Term B Loans is due and payable in full to Agent for the account of the Term Loan Lenders (based on each Term Loan Lender’s Term Loan Credit Percentage at such time) on the Term Loan Maturity Date. The Term B Loans may only be prepaid in accordance with Sections 2.4.

Payments of Principal and Interest. Within seven (7) Business Days following the Closing Date (such period, the “Initial Payment Period”), Borrower shall pay to Agent, for the ratable benefit of the Lenders, a payment of (i) With principal in the amount required to reduce the outstanding principal amount of the Term Loan to Five Million and No/100 Dollars ($5,000,000.00), plus (ii) $1,894.01 for each day from and including the Closing Date through and including the date upon which such payment is made, which represents interest accrued on the Term Loan through the date of such payment, plus (iii) $229,169.55, which represents the payment of principal that would be payable with respect to the Term A LoansLoan on March 1, Borrower shall make monthly payments of interest only2009, in arrears, plus (iv) $1,706.94 for each day commencing on the first (1st) Payment Date day immediately following the date on which such payment is made and continuing through and including February 28, 2009, which represents interest accruing on the Term A Loans are fundedLoan from the day immediately following the date of such payment through and including February 28, 2009 (such payment, the “Initial Payment”). Thereafter, Borrowers shall pay to Agent, for the ratable benefit of the Lenders, twenty-one (21) equal consecutive payments of principal and interest on the first day of each calendar month (a “Scheduled Payment Date”) at the rate of interest determined in accordance with Section 2.3(a) on each Scheduled Payment Date commencing on April 1, 2009 and continuing on the Payment Date first day of each successive month thereafter through and including the Payment Date occurring on March December 1, 20112010. Commencing on April 1, 2011The Initial Payment, and continuing on each scheduled payment of interest and principal hereunder, is referred to herein as a “Scheduled Payment.” After the Payment Date of each month thereafterPrepayment Hurdle (as defined below), Borrower shall make consecutive equal monthly payments of principal and interest shall be reamortized in respect equal monthly installments of principal and interest over the period that is the lesser of (i) 12 months or (ii) the remainder of the Term A Loansoriginal repayment period, as calculated by Agent (which calculations and shall be deemed correct absent manifest error) based upon: (1) payable on each Scheduled Payment Date during such period. Notwithstanding the principal amount of Term A Loansforegoing, (2) the effective rate of interest, as determined in Section 2,3(a), and (3) a repayment schedule equal to thirty (30) months. All all unpaid principal and accrued interest with respect to the Term A Loans Loan is due and payable in full to Agent, for the ratable benefit of Lenders, on the earlier of (A) December 1, 2010 or (B) the date that the Term Loan otherwise becomes due and payable hereunder, whether by acceleration of the Obligations pursuant to Section 2.4, Section 8.2 or otherwise (the earlier of (A) or (B), the “Applicable Term Loan Maturity Date”). The Term A Loans may only Each Scheduled Payment, when paid, shall be prepaid in accordance with Sections 2.4. (ii) With respect applied first to the Term B Loans, Borrower shall make monthly payments payment of accrued and unpaid interest only, in arrears, commencing on the first (1st) Payment Date following the date on which the Term B Loans are funded, Loan and continuing on the Payment Date of each successive month thereafter through and including the Payment Date occurring on March I, 2011. Commencing on April 1, 2011, and continuing on the Payment Date of each month thereafter, Borrower shall make consecutive equal monthly payments of then to unpaid principal and interest in respect balance of the Term B LoansLoan. Without limiting the foregoing, as calculated by Agent (which calculations all Obligations shall be deemed correct absent manifest error) based upon: (1) the principal amount of Term B Loans, (2) the effective rate of interest, as determined in Section 2.3(a), and (3) a repayment schedule equal to thirty (30) months. All unpaid principal and accrued interest with respect to the Term B Loans is due and payable in full on the Applicable Term Loan Maturity Date. The Date for the last Term B Loans may only be prepaid in accordance with Sections 2.4Loan made.

Payments of Principal and Interest. For the Initial Term Loan, Borrower shall pay to the Agent, for the ratable benefit of the Lenders, (i) With respect one payment of interest only (payable in arrears) for the period from the Closing Date to and including October 31, 2008 at the Term A Loansrate of interest determined in accordance with Section 2.3(a), Borrower shall make monthly to be paid on November 1, 2008, (ii) three (3) consecutive payments of interest only, only (payable in arrears, commencing ) at the rate of interest determined in accordance with Section 2.3(a) on the first (1st) Payment Date following the date on which the Term A Loans are funded, and continuing on the Payment Date day of each successive calendar month thereafter through and including the (a “Scheduled Payment Date occurring Date”) commencing on March December 1, 2011. Commencing on April 1, 2011, 2008 and continuing on the Payment Date of each month thereafter, Borrower shall make (iii) thirty-three (33) equal consecutive equal monthly payments of principal and interest (payable in respect arrears) at the rate of interest determined in accordance with Section 2.3(a) on each Scheduled Payment Date commencing on March 1, 2009. For the Subsequent Term Loan, Borrower shall pay to the Agent, for the ratable benefit of the Term A Loans, as calculated by Agent (which calculations shall be deemed correct absent manifest error) based upon: (1) the principal amount of Term A LoansLenders, (2i) one payment of interest only (payable in arrears) for the effective period from date of funding such Subsequent Term Loan to and including the last day of the month in which the Subsequent Term Loan was made at the rate of interest, as interest determined in accordance with Section 2,3(a2.3(a), to be paid on the first day of the calendar month occurring after the month in which the Subsequent Term Loan was made, and (3ii) thirty-six (36) equal consecutive payments of principal and interest (payable in arrears) at the rate of interest determined in accordance with Section 2.3(a) on each Scheduled Payment Date commencing on the first day of the second calendar month occurring after the month during which the Subsequent Term Loan was made. The amount of each such payment of principal and interest with respect to each of the Initial Term Loan and the Subsequent Term Loan shall be calculated by the Agent and shall be sufficient to fully amortize the principal and interest due with respect to the applicable Term Loan over such repayment period. Each scheduled payment of interest only or interest and principal hereunder is referred to herein as a repayment schedule equal to thirty (30) months. All “Scheduled Payment.” Notwithstanding the foregoing, all unpaid principal and accrued interest with respect to the a Term A Loans Loan is due and payable in full to Agent, for the ratable benefit of Lenders, on the Maturity Date. The Term A Loans may only be prepaid in accordance with Sections 2.4. earlier of (iiA) With respect to the Term B Loans, Borrower shall make monthly payments of interest only, in arrears, commencing on the first (1st) Payment Date day of the thirty-seventh month following the date on which the such Term B Loans are funded, and continuing on the Payment Date of each successive month thereafter through and including the Payment Date occurring on March I, 2011. Commencing on April 1, 2011, and continuing on the Payment Date of each month thereafter, Borrower shall make consecutive equal monthly payments of principal and interest in respect of the Term B Loans, as calculated by Agent Loan was made or (which calculations shall be deemed correct absent manifest error) based upon: (1B) the principal amount of date that such Term B Loans, (2) the effective rate of interest, as determined in Section 2.3(a), and (3) a repayment schedule equal to thirty (30) months. All unpaid principal and accrued interest with respect to the Term B Loans is Loan otherwise becomes due and payable in full hereunder, whether by acceleration of the Obligations (as defined below) pursuant to Section 8.2 or otherwise (the earlier of (A) or (B), the “Applicable Term Loan Maturity Date”). Each Scheduled Payment, when paid, shall be applied first to the payment of accrued and unpaid interest on the applicable Term Loan and then to unpaid principal balance of such Term Loan. Without limiting the foregoing, all Obligations shall be due and payable on the Applicable Term Loan Maturity Date. The Date for the last Term B Loans may only be prepaid in accordance with Sections 2.4Loan made.

Payments of Principal and Interest. (i) With respect Each Incremental Term Loan, which is not an Excess Incremental Term Loan, shall, at the election of the Borrower (as provided in the Notice of Borrowing/Conversion) be repaid pursuant to one of the following options: (A) The unpaid principal balance of such Incremental Term A LoansLoan shall be payable by the Borrower on a term basis over a period not exceeding seven (7) years from the Incremental Term Loan Date. Payment of principal on each such Incremental Term Loan shall occur in equal monthly installments, Borrower shall make monthly payments of interest onlybased upon a fifteen (15) year amortization, in arrearsimmediately available funds, commencing on the first (1st) Payment Date following the date on which the Term A Loans are funded, and continuing on the Payment Date of each successive month thereafter through and including the Payment Date occurring on March 1, 2011. Commencing on April 1, 2011, and continuing on the Payment Date Business Day of each month thereafter, beginning on the first Business Day in the month next succeeding the Incremental Term Loan Date; or (B) The unpaid principal balance of such Incremental Term Loan shall be payable by the Borrower on a full amortizing term basis over a period not exceeding ten (10) years from the Incremental Term Loan Date. Payment of principal on each such Incremental Term Loan shall make consecutive occur in equal monthly payments of principal and interest installments, in respect of the Term A Loansimmediately available funds, as calculated by Agent (which calculations shall be deemed correct absent manifest error) based upon: (1) the principal amount of Term A Loans, (2) the effective rate of interest, as determined in Section 2,3(a), and (3) a repayment schedule equal to thirty (30) months. All unpaid principal and accrued interest with respect to the Term A Loans is due and payable in full on the Maturity first Business Day of each month beginning on the first Business Day in the month next succeeding the Incremental Term Loan Date. The Term A Loans may only be prepaid in accordance with Sections 2.4. (ii) With respect to The unpaid principal balance of each Excess Incremental Term Loan shall be payable by the Borrower on a full amortizing term basis over a period not exceeding seven (7) years from the Incremental Term B LoansLoan Date. Payment of principal on each such Excess Incremental Term Loan shall occur in equal monthly installments, Borrower in immediately available funds, on the first Business Day of each month beginning on the first Business Day in the month next succeeding the Incremental Term Loan Date. (iii) All payments received during normal Banking hours after 2:00 p.m. local time at the office of the Bank first shown above shall make monthly be deemed received at the opening of the next Business Day. All payments of interest onlyand principal, in arrearshowsoever designated by the Borrower, commencing shall be applied first on account of accrued interest and the remainder of such payments, if any, on account of the unpaid principal balance. However, and notwithstanding anything to the contrary contained herein, interest on Eurodollar Loans shall be payable on the first (1st) Payment Date following the date on which the Term B Loans are funded, and continuing on the Payment Date last day of each successive month thereafter through and including the Payment Date occurring on March I, 2011. Commencing on April 1, 2011, and continuing on the Payment Date of each month thereafter, Borrower shall make consecutive equal monthly payments of principal and interest in respect of the Term B Loans, as calculated by Agent (which calculations shall be deemed correct absent manifest error) based upon: (1) the principal amount of Term B Loans, (2) the effective rate of interest, as determined in Section 2.3(a), and (3) a repayment schedule equal to thirty (30) months. All unpaid principal and accrued interest with respect to the Term B Loans is due and payable in full on the Maturity Date. The Term B Loans may only be prepaid in accordance with Sections 2.4Eurodollar Period.

Payments of Principal and Interest. Date of Payment or Advance Payment Applied on (or advance vs.) Principal Payment Applied on Interest Principal Balance Interest Paid to Name of Person Making Notation JPMorgan Chase Bank, N.A. 707 Travis, 0xx Xxxxx Xxxxx Xxxxxxx, Xxxxx 00000 Attention: Xxxxxxx X. Xxxxxx, Corporate Mortgage Finance Group Ladies and Gentlemen: E-LOAN, INC. (the “Company”) and JPMORGAN CHASE BANK, N.A. as a lender and as agent (the “Agent”) for the other lender(s) who are parties to it as lenders, and such other lenders (all such lenders, including JPMorgan Chase Bank, N.A. being herein called the “Lenders”) together executed a 1/05 Senior Secured Credit Agreement dated January 4, 2005 (which, as it may have been or may hereafter be supplemented, amended or restated from time to time, is called the “Current Credit Agreement”). Any term defined in the Current Credit Agreement and used in this Request for Borrowing shall have the meaning given to it in the Current Credit Agreement. The Company currently qualifies under the Current Credit Agreement for, and hereby requests, an Advance or Advances as set forth below to be made on _________________, 20___ (or, if the Agent is closed that day, on the next day when it is not). Single-family Warehouse Advance (Dry) $_____________ Wet Warehousing Advance $_____________ Total Borrowing $_____________ After giving effect as required by the Credit Agreement to the requested Advance, the Borrowing Base will equal or exceed the outstanding principal balance of the Loan and such balance will not exceed the Aggregate Committed Sum. |_| This Borrowing Request includes a request for a Single-family Warehouse Advance. If the Current Credit Agreement requires new Collateral to support the requested Advance, (i) With respect the Company has attached and submits herewith the relevant Submission List(s) and (ii) the Basic Papers for all items of Collateral described or referred to therein have been submitted — or are being submitted concurrently herewith — to the Term A LoansCustodian. |_| This Borrowing Request includes a request for a Wet Warehouse Advance. If the Current Credit Agreement requires new Collateral to support the requested Advance, Borrower shall make monthly payments the Company has attached and submits herewith the relevant Submission List(s) (the Basic Papers for all such Wet Loans will be delivered to the Custodian on or before five (5) Business Days after funding of the requested Advance). |_| the Company has attached and submits herewith Submission List(s) for such new Collateral (the Basic Papers for all such Wet Loans will be delivered to the Custodian on or before five (5) Business Days after funding of the requested Advance). The Company hereby grants to the Agent a security interest onlyin all such new Collateral and (as to Collateral) all related Loan Papers, and they are hereby made subject to the security interest to the Agent created by the Current Credit Agreement, for the Pro Rata benefit of the Lenders, effective immediately. The proceeds of the Advance should be deposited in arrearsthe Company’s Note Payment Account number 00113398961 with JPMorgan Chase Bank, commencing N.A.. The Company acknowledges that the Agent and the Lenders will rely on the first (1st) Payment Date following truth of each statement in this request and its attachments in funding the date on which requested Advance. No Default has occurred under the Term A Loans are fundedFacilities Papers that has not been cured by the Company or declared in writing by the Agent to have been waived, and continuing on no Event of Default has occurred under the Payment Date Facilities Papers that the Agent has not declared in writing to have been cured or waived. There has been no material adverse change in any of each successive month thereafter through and including the Payment Date occurring on March 1, 2011. Commencing on April 1, 2011, and continuing on the Payment Date of each month thereafter, Borrower shall make consecutive equal monthly payments of principal and interest Central Elements in respect of the Term A LoansCompany or any of its Subsidiaries since the date of the Company’s most recent annual audited Financial Statements that have been delivered to the Agent. All items that the Company is required to furnish to the Agent, its designated custodian or the Lenders for this requested Advance and otherwise have been delivered, or will be delivered before this requested Advance is funded, in all respects as calculated required by the Current Credit Agreement and the other Facilities Papers. All Collateral papers described or referred to in the Submission List(s) (if any) submitted to the Agent (which calculations shall be deemed correct absent manifest error) based uponwith this Request for Borrowing conform in all respects with all applicable requirements of the Current Credit Agreement and the other Facilities Papers. There has been no change in the information furnished to the Agent or any Lender to enable it to verify the identity of the Company as required by Section 326 of the USA Patriot Act except as follows: (1none) the principal amount of Term A Loans, (2) the effective rate of interest, as determined in Section 2,3(a), . The Company hereby warrants and (3) a repayment schedule equal to thirty (30) months. All unpaid principal and accrued interest with respect represents to the Term A Loans Agent and the Lenders that none of the Collateral (including, but not limited to, Collateral described or referred to in this request) is due and payable in full on pledged to any Person other than the Maturity DateAgent or supports any borrowing or repurchase agreement funding other than Borrowings under the Current Credit Agreement. The Term A Loans may undersigned officer hereby certifies that all of the Company’s representations and warranties (a) in the Current Credit Agreement and all of the other Facilities Papers (except only be prepaid in accordance with Sections 2.4. to the extent that (i) such a representation or warranty speaks to a specific date or (ii) With respect the facts on which a representation or warranty is based have been changed by transactions or conditions contemplated or expressly permitted by the Facilities Papers), (b) in this Request for Borrowing, are true and correct on the date of this Request for Borrowing and (c) that the Company qualifies for funding of the requested Advance. By:_________________________________ Name:______________________________ Title:________________________________ Attached: Submission List (for Eligible Single-family Collateral, Dry Loans and/or Wet Loans) TO: JPMorgan Chase Bank, N.A. 0000 Xxxxxx, 00xx Xxxxx Xxxxxxx, Xxxxx 00000 Attention: Xx. Xxxxx Xxxx, Mortgage Banking Warehouse Services Phone: (000) 000-0000 Fax: (000) 000-0000 email: xxxxx.xxxx@xxxxxxxxxxxxx.xxx FROM: E-Loan, Inc. 0000 Xxxxxxxxxx Xxxx Xxxx Xxxxxxxxxx, Xxxxxxxxxx 00000 Attention:____________ Phone: ______________ Fax: ________________ email: _______________ E-Loan, Inc. submits the following list of Single-family Loans in support of the Request for Borrowing dated __________ to which this Submission List is attached and hereby pledges them to the Term B LoansAgent (for itself and as agent for the other Lenders): TO: JPMorgan Chase Bank, Borrower shall make monthly payments N.A. (“JPMorgan”), as a lender and as Agent and representative (the “Agent”) of interest onlythe lenders (the “Lenders”) 000 Xxxxxx Xxxxxx, 6th Floor North Houston, Texas 77002 The undersigned (each of whom is hereinafter referred to as a “Creditor”), creditors of E-Loan, Inc. (the “Company”), a Delaware corporation, desire that JPMorgan and the other Lenders named in arrearsthe 1/05 Senior Secured Credit Agreement dated January 4, commencing on 2005 among the first (1st) Payment Date following Company, the date on which Agent and the Term B Loans are fundedLenders — such credit agreement, as it may have been or may hereafter be supplemented, amended or restated being hereinafter called the “Credit Agreement” — extend or continue to extend such financial accommodations to the Company as the Company may request and as the Lenders and the Agent may deem proper. For the purpose of inducing the Lenders to grant, continue or renew such financial accommodations, and continuing on in consideration thereof, the Payment Date of each successive month thereafter through undersigned Creditors irrevocably, unconditionally and including the Payment Date occurring on March I, 2011. Commencing on April 1, 2011, and continuing on the Payment Date of each month thereafter, Borrower shall make consecutive equal monthly payments of principal and interest in respect of the Term B Loans, presently agree as calculated by Agent (which calculations shall be deemed correct absent manifest error) based upon: (1) the principal amount of Term B Loans, (2) the effective rate of interest, as determined in Section 2.3(a), and (3) a repayment schedule equal to thirty (30) months. All unpaid principal and accrued interest with respect to the Term B Loans is due and payable in full on the Maturity Date. The Term B Loans may only be prepaid in accordance with Sections 2.4.follows:

Payments of Principal and Interest. (i) With respect Unless otherwise stated in the applicable Pricing Supplement, if the applicable Pricing Supplement provides for monthly interest payments, the Interest Payment Date shall be the fifteenth day of each calendar month, commencing in the calendar month that next succeeds the month of the Issue Date; if the applicable Pricing Supplement provides for quarterly interest payments, the Interest Payment Dates shall be the fifteenth day of each third month, commencing in the third succeeding calendar month following the month of the Issue Date; if the applicable Pricing Supplement provides for semiannual interest payments, the Interest Payment Dates shall be the fifteenth day of each sixth month, commencing in the sixth succeeding calendar month following the month of the Issue Date; and if the applicable Pricing Supplement provides for annual interest payments, the Interest Payment Date shall be the fifteenth day of every twelfth month, commencing in the twelfth succeeding calendar month following the month of the Issue Date. Interest on a Debt Obligation shall be computed on the basis of a 360-day year of twelve 30-day months or, in the case of an incomplete month, the number of days elapsed. Each payment of interest hereon shall include interest accrued through the day before the Interest Payment Date or date of Maturity, as the case may be. In no event shall the interest rate of a Debt Obligation be higher than the maximum rate permitted by applicable law, as the same may be modified by United States law of general application. Any payment of principal, premium, if any, or interest to be made on any Interest Payment Date or on a date of Maturity that is not a Business Day shall be made on the next succeeding Business Day with the same force and effect as if made on such Interest Payment Date or such date of Maturity, as the case may be, and no additional interest shall accrue as a result of such delayed payment. Unless otherwise stated in the applicable Pricing Supplement, the interest so payable on any Interest Payment Date shall, subject to certain exceptions provided in the Indenture, be paid to the Term A Loansperson in whose name a Debt Obligation is registered at the close of business on the fifteenth day preceding the Interest Payment Date (the "Regular Record Date"), Borrower whether or not a Business Day; provided, however, that, notwithstanding any provision of the Indenture to the contrary, interest payable on any date of Maturity shall make monthly payments of interest onlybe payable to the Person to whom principal shall be payable; and provided, further, that, unless otherwise specified in the applicable Pricing Supplement, in arrearsthe case of a Debt Obligation initially issued between a Regular Record Date and the Interest Payment Date relating to such Regular Record Date, commencing interest for the period beginning on the first (1st) Issue Date and ending on such Interest Payment Date shall be paid on the Interest Payment Date following the date on which the Term A Loans are funded, and continuing on the Payment next succeeding Regular Record Date of each successive month thereafter through and including the Payment Date occurring on March 1, 2011. Commencing on April 1, 2011, and continuing on the Payment Date of each month thereafter, Borrower shall make consecutive equal monthly payments of principal and interest in respect of the Term A Loans, as calculated by Agent (which calculations shall be deemed correct absent manifest error) based upon: (1) the principal amount of Term A Loans, (2) the effective rate of interest, as determined in Section 2,3(a), and (3) a repayment schedule equal to thirty (30) months. All unpaid principal and accrued interest with respect to the Term A Loans is due and payable in full registered Holder on the Maturity such next succeeding Regular Record Date. The Term A Loans may only be prepaid in accordance with Sections 2.4. (ii) With respect to the Term B Loans, Borrower shall make monthly payments of interest only, in arrears, commencing on the first (1st) Payment Date following the date on which the Term B Loans are funded, and continuing on the Payment Date of each successive month thereafter through and including the Payment Date occurring on March I, 2011. Commencing on April 1, 2011, and continuing on the Payment Date of each month thereafter, Borrower shall make consecutive equal monthly payments of principal and interest in respect of the Term B Loans, as calculated by Agent (which calculations shall be deemed correct absent manifest error) based upon: (1) the principal amount of Term B Loans, (2) the effective rate of interest, as determined in Section 2.3(a), and (3) a repayment schedule equal to thirty (30) months. All unpaid principal and accrued interest with respect to the Term B Loans is due and payable in full on the Maturity Date. The Term B Loans may only be prepaid in accordance with Sections 2.4.

Payments of Principal and Interest. (a) The Principal Amount of the Conservation Bond, together with interest thereon at the Fixed Rate shall be payable in 120 monthly installments each equal to the Scheduled Payment Amount. [On each Settlement Date, commencing with the Settlement Date occurring on November 11, 1996, the Collection Agent shall on behalf of Seller and solely out of: (i) With respect Allocated Conservation Amounts relating to the Term A Loansimmediately preceding Settlement Period, Borrower shall make monthly payments (ii) any repayments, including interest, of interest onlyany Over Collection Loan or (iii) any required Allocated Conservation Amount Advance, in arrearspay to the Servicing Agent, commencing on for the first (1st) account of the Purchaser, an amount equal to the Scheduled Payment Date following Amount.] Notwithstanding any other provisions of this Agreement or the date on which Conservation Bond neither Collection Agent nor Seller have any obligation to pay the Term A Loans are funded, and continuing on the Payment Date of each successive month thereafter through and including the Payment Date occurring on March 1, 2011. Commencing on April 1, 2011, and continuing on the Payment Date of each month thereafter, Borrower shall make consecutive equal monthly payments of principal Principal Amount and interest in respect of the Term A Loans, thereon from sources other than set forth as calculated by Agent items (which calculations shall be deemed correct absent manifest error) based upon: (1) the principal amount of Term A Loansi), (2) the effective rate of interest, as determined in Section 2,3(aii), and (3iii), above. (b) a repayment schedule equal All amounts to thirty be paid by the Collection Agent hereunder shall be paid in accordance with the terms hereof no later than 3 P.M. (30New York City time) months. All unpaid principal and accrued interest with respect on the day when due in lawful money of the United States of America in same day funds to the Term A Loans Purchaser's account maintained at Bankers Trust Company, New York, New York, ABA #000-000-000, for the account of Asset Securitization Cooperative Corporation, Account No. 00-000-000. The amount of interest payable for any period will be computed on the basis of a 360-day year of twelve 30-day months and, for any period shorter than a full calendar month, on the basis of the actual number of days elapsed in such period. No adjustment shall be made in the calculation of interest in the event any such 30-day period ends on a day that is not a Business Day. To the extent that the Collection Agent fails to pay when due to the Purchaser any amount payable hereunder, interest shall be due and payable on such unpaid amount, for each day until paid in full full, at the rate of one percent (1.0%) in excess of the rate of interest per annum published on such day (or, if not then published, on the Maturity Datemost recently preceding day) in The Wall Street Journal, as the "Prime Rate". The Term A Loans may only Changes in the rate payable hereunder shall be prepaid in accordance with Sections 2.4. (ii) With respect to the Term B Loans, Borrower shall make monthly payments of interest only, in arrears, commencing effective on the first (1st) Payment Date following the each date on which a change in the Term B Loans are funded, and continuing on the Payment Date of each successive month thereafter through and including the Payment Date occurring on March I, 2011. Commencing on April 1, 2011, and continuing on the Payment Date of each month thereafter, Borrower shall make consecutive equal monthly payments of principal and interest in respect of the Term B Loans, as calculated by Agent (which calculations shall be deemed correct absent manifest error) based upon: (1) the principal amount of Term B Loans, (2) the effective rate of interest, as determined in Section 2.3(a), and (3) a repayment schedule equal to thirty (30) months. All unpaid principal and accrued interest with respect to the Term B Loans "Prime Rate" is due and payable in full on the Maturity Date. The Term B Loans may only be prepaid in accordance with Sections 2.4published.

Payments of Principal and Interest. (i) With respect to the Term A Loans, Borrower shall make monthly payments of Principal and interest only, in arrears, commencing on the Construction Loan shall be payable as follows: (A) On the first (1st) Payment Due Date following the date of the Construction Note, on which each successive Payment Due Date thereafter until the Term A Loans are fundedAdvancement Termination Date, and continuing on the Payment Date of each successive month thereafter through and including the Payment Date occurring on March 1, 2011. Commencing on April 1, 2011, and continuing on the Payment Date of each month thereafterAdvancement Termination Date, Borrower shall make consecutive pay to Bank all accrued and unpaid interest on the outstanding principal balance of the Construction Note. (B) On the first Payment Due Date following the Advancement Termination Date and on each successive Payment Due Date thereafter until the entire indebtedness evidenced by the Construction Note is paid in full, Borrower shall pay to Bank (i) all accrued and unpaid interest on the outstanding principal balance of the Construction Note, and (ii) a principal payment equal to a payment in such an amount as would be necessary to amortize the principal balance and accrued interest on a monthly amortization of principal and interest on a hypothetical loan where (x) the principal indebtedness being amortized is equal to the principal indebtedness owing under the Construction Loan as of the Advancement Termination Date, (y) the interest rate during the amortization period is equal to six percent (6%) per annum, and (z) the amortization period is three hundred sixty (360) months. (C) If the Extension Requirements have not been met, then the outstanding principal balance of the Construction Loan, together with all accrued and unpaid interest thereon, shall be due and payable to Bank on the Initial Maturity Date. (D) If the Extension Requirements have been met, then on the first Payment Due Date following the Initial Maturity Date and on each successive Payment Due Date thereafter until the entire indebtedness evidenced by the Construction Note is paid in full, Borrower shall pay to Bank the payments of principal and interest in respect required pursuant to Section 2.4(B). (E) If not earlier demanded pursuant to Section 9.3 hereof, the outstanding principal balance of the Term A LoansConstruction Loan, as calculated by Agent (which calculations together with all accrued and unpaid interest thereon, shall be deemed correct absent manifest error) based upon: (1) the principal amount of Term A Loans, (2) the effective rate of interest, as determined in Section 2,3(a), and (3) a repayment schedule equal to thirty (30) months. All unpaid principal and accrued interest with respect to the Term A Loans is due and payable in full to Bank on the Extended Maturity Date. The Term A Loans may only be prepaid in accordance with Sections 2.4. (ii) With respect to the Term B Loans, Borrower shall make monthly payments of interest only, in arrears, commencing on the first (1st) Payment Date following the date on which the Term B Loans are funded, and continuing on the Payment Date of each successive month thereafter through and including the Payment Date occurring on March I, 2011. Commencing on April 1, 2011, and continuing on the Payment Date of each month thereafter, Borrower shall make consecutive equal monthly payments of principal and interest in respect of the Term B Loans, as calculated by Agent (which calculations shall be deemed correct absent manifest error) based upon: (1) the principal amount of Term B Loans, (2) the effective rate of interest, as determined in Section 2.3(a), and (3) a repayment schedule equal to thirty (30) months. All unpaid principal and accrued interest with respect to the Term B Loans is due and payable in full on the Maturity Date. The Term B Loans may only be prepaid in accordance with Sections 2.4.

Payments of Principal and Interest. Borrower shall pay to the Agent, for the ratable benefit of the Lenders, (i) With with respect to each Term Loan, one payment of interest only (payable in arrears) for the period from the date of funding of such Term Loan to and including the last day of the month in which such Term Loan was funded at the rate of interest determined in accordance with Section 2.3(a), to be paid on the first day of the calendar month occurring after the month in which such Term Loan was funded, (ii) with respect to the Term A LoansLoan A, Borrower shall make monthly (A) six (6) consecutive payments of interest only, only (payable in arrears, ) at the rate of interest determined in accordance with Section 2.3(a) on the first day of each calendar month (a “Scheduled Payment Date”) commencing on the first (1st) Payment Date following day of the date on second calendar month occurring after the month during which the Term Loan A Loans are funded, was funded and continuing on the Payment Date of each successive month thereafter through and including the Payment Date occurring on March 1, 2011. Commencing on April 1, 2011, and continuing on the Payment Date of each month thereafter, Borrower shall make (B) thirty (30) equal consecutive equal monthly payments of principal and interest (payable in respect arrears) at the rate of interest determined in accordance with Section 2.3(a) on each Scheduled Payment Date commencing on the first day of the eighth calendar month occurring after the month during which the Term Loan A Loanswas funded, as calculated by Agent (iii) with respect to the Term Loan B, (A) monthly payments of interest only (payable in arrears) at the rate of interest determined in accordance with Section 2.3(a) on each Scheduled Payment Date commencing on the first day of the second calendar month occurring after the month during which calculations shall be deemed correct absent manifest errorthe Term Loan B was funded and (B) based upon: commencing on the earlier of (1x) the principal amount first day of the eighth calendar month occurring after the month during which the Term A Loans, (2) the effective rate of interest, as determined in Section 2,3(a), Loan B was funded and (3b) a repayment schedule equal to January 1, 2009, thirty (30) monthsequal consecutive payments of principal and interest (payable in arrears) at the rate of interest determined in accordance with Section 2.3(a) on each Scheduled Payment Date and (iv) with respect to the Term Loan C, (A) three (3) consecutive payments of interest only (payable in arrears) at the rate of interest determined in accordance with Section 2.3(a) on each Scheduled Payment Date commencing on the first day of the second calendar month occurring after the month during which the Term Loan C was funded and (B) thirty-three (33) equal consecutive payments of principal and interest (payable in arrears) at the rate of interest determined in accordance with Section 2.3(a) on each Scheduled Payment Date commencing on the first day of the fifth calendar month occurring after the month during which the Term Loan C was funded. All The amount of each payment of principal and interest under this Section 2.3(b) shall be calculated by the Agent and shall be sufficient to fully amortize the principal and interest due with respect to the applicable Term Loan over such repayment period. Each scheduled payment of interest only or interest and principal hereunder is referred to herein as a “Scheduled Payment.” Notwithstanding the foregoing, all unpaid principal and accrued interest with respect to the a Term A Loans Loan is due and payable in full to Agent, for the ratable benefit of Lenders, on the Maturity Date. The Term A Loans may only be prepaid in accordance with Sections 2.4. earlier of (iiA) With respect to the Term B Loans, Borrower shall make monthly payments of interest only, in arrears, commencing on the first (1st) Payment Date day of the thirty-seventh month following the date on which the such Term B Loans are funded, and continuing on the Payment Date of each successive month thereafter through and including the Payment Date occurring on March I, 2011. Commencing on April 1, 2011, and continuing on the Payment Date of each month thereafter, Borrower shall make consecutive equal monthly payments of principal and interest in respect of the Term B Loans, as calculated by Agent Loan was made or (which calculations shall be deemed correct absent manifest error) based upon: (1B) the principal amount of date that such Term B Loans, (2) the effective rate of interest, as determined in Section 2.3(a), and (3) a repayment schedule equal to thirty (30) months. All unpaid principal and accrued interest with respect to the Term B Loans is Loan otherwise becomes due and payable in full hereunder, whether by acceleration of the Obligations pursuant to Section 8.2 or otherwise (the earlier of (A) or (B), the “Applicable Term Loan Maturity Date”). Each Scheduled Payment, when paid, shall be applied first to the payment of accrued and unpaid interest on the applicable Term Loan and then to unpaid principal balance of such Term Loan. Without limiting the foregoing, all Obligations shall be due and payable on the Applicable Term Loan Maturity Date. The Date for the last Term B Loans may only be prepaid in accordance with Sections 2.4Loan made.

Payments of Principal and Interest. (i) With respect to For the Initial Term A LoansLoan, Borrower shall make monthly pay to the Agent, for the ratable benefit of the Lenders, (i) nine (9) consecutive payments of interest only, only (payable in arrears, ) at the rate of interest determined in accordance with Section 2.3(a) on the first day of each calendar month (a “Scheduled Payment Date”) commencing on the first day of the second calendar month occurring after the month during which such Initial Term Loan was made and (1stii) thirty (30) equal consecutive payments of principal and interest (payable in arrears) at the rate of interest determined in accordance with Section 2.3(a) (an “Initial Loan Scheduled Payment”) on each Scheduled Payment Date following the date on which the Term A Loans are funded, and continuing commencing on the Payment Date first day of the eleventh calendar month occurring after the month during which such initial Term Loan was made. The amount of each successive month thereafter through and including the Payment Date occurring on March 1, 2011. Commencing on April 1, 2011, and continuing on the Payment Date of each month thereafter, Borrower shall make consecutive equal monthly payments such payment of principal and interest in respect of the Initial Term A Loans, as Loan shall be calculated by the Agent (which calculations and shall be deemed correct absent manifest error) based upon: (1) sufficient to fully amortize the principal amount of and interest due with respect to the Initial Term A LoansLoan over such repayment period. Notwithstanding the foregoing, (2) the effective rate of interest, as determined in Section 2,3(a), and (3) a repayment schedule equal to thirty (30) months. All all unpaid principal and accrued interest with respect to the Initial Term A Loans Loan is due and payable in full to Agent, for the ratable benefit of Lenders, on the earlier of (A) the first day of the fortieth month following the date such Initial Term Loan was made or (B) the date that the Initial Term Loan otherwise becomes due and payable hereunder, whether by acceleration of the Obligations pursuant to Section 8.2 or otherwise (the earlier of (A) or (B), the “Initial Term Loan Maturity Date”). The Each Initial Loan Scheduled Payment, when paid, shall be applied first to the payment of accrued and unpaid interest on the Initial Term A Loans may only Loan and then to unpaid principal balance of the Initial Term Loan. Without limiting the foregoing or the provisions of Section 2.3(b)(ii), all outstanding Obligations in respect of the Initial Term Loan shall be prepaid in accordance with Sections 2.4due and payable on the Initial Term Loan Maturity Date. (ii) With respect to For the Subsequent Term B LoansLoan, Borrower shall make monthly pay to the Agent, for the ratable benefit of the Lenders, (i) six (6) consecutive payments of interest only, only (payable in arrears, ) at the rate of interest determined in accordance with Section 2.3(a) on the Scheduled Payment Date commencing on the first day of the second calendar month occurring after the month during which such Subsequent Term Loan was made and (1stii) Payment Date following the date on which the Term B Loans are funded, and continuing on the Payment Date of each successive month thereafter through and including the Payment Date occurring on March I, 2011. Commencing on April 1, 2011, and continuing on the Payment Date of each month thereafter, Borrower shall make thirty (30) equal consecutive equal monthly payments of principal and interest (payable in respect arrears) at the rate of interest determined in accordance with Section 2.3(a) (a “Subsequent Loan Scheduled Payment”; each Initial Loan Scheduled Payment and each Subsequent Loan Scheduled Payment are referred to herein individually as a “Scheduled Payment” and collectively, as the “Scheduled Payments”) on each Scheduled Payment Date commencing on the first day of the eighth calendar month occurring after the month during which such Subsequent Term B Loans, as Loan was made. The amount of each such payment of principal and interest shall be calculated by the Agent (which calculations and shall be deemed correct absent manifest error) based upon: (1) sufficient to fully amortize the principal amount of and interest due with respect to the Subsequent Term B LoansLoan over such repayment period. Notwithstanding the foregoing, (2) the effective rate of interest, as determined in Section 2.3(a), and (3) a repayment schedule equal to thirty (30) months. All all unpaid principal and accrued interest with respect to the Subsequent Term B Loans Loan is due and payable in full to Agent, for the ratable benefit of Lenders, on the earlier of (A) the first day of the thirty-seventh month following the date the Subsequent Term Loan was made or (B) the date that such Subsequent Term Loan otherwise becomes due and payable hereunder, whether by acceleration of the Obligations pursuant to Section 8.2 or otherwise (the earlier of (A) or (B), the “Subsequent Term Loan Maturity Date”; together with the Initial Term Loan Maturity Date referred to herein as the “Applicable Term Loan Maturity Date”). The Each Subsequent Loan Scheduled Payment, when paid, shall be applied first to the payment of accrued and unpaid interest on the Subsequent Loan Term B Loans may only Loan and then to unpaid principal balance of the Subsequent Loan Term Loan. Without limiting the foregoing, all Obligations in respect of the Subsequent Term Loan shall be prepaid in accordance with Sections 2.4due and payable on the Subsequent Term Loan Maturity Date.

Payments of Principal and Interest. 5 In addition to any payments of principal or interest required to be made by the Borrower pursuant to and in accordance with the provisions of the Credit Agreement, the Borrower promises to pay (i) With respect to the Term A Loans, Borrower shall make principal amount of the Acquisition Note made under this Acquisition Note in equal consecutive monthly payments installments in the amount of interest only, in arrears$______________ each, commencing on the first (1st) Payment Date following the date on which the Term A Loans are funded___________ ___, 201__, and continuing on the Payment Date of each successive month thereafter through and including the Payment Date occurring on March 1, 2011. Commencing on April 1, 2011, and continuing on the Payment Date ____ day of each month thereafter, Borrower shall make consecutive equal monthly payments and a final installment of all outstanding principal on _____________, 20__6 (the “Maturity Date”) and (ii) interest in respect of on the Term A Loans, as calculated by Agent (which calculations shall be deemed correct absent manifest error) based upon: (1) the unpaid principal amount of Term A Loansthe Acquisition Loan made under this Acquisition Note in arrears on the ___ day of each month commencing on _________ __, (2) 201__ and on the effective rate of interest, Maturity Date and at such other times as determined may be specified in Section 2,3(a), and (3) a repayment schedule equal to thirty (30) monthsthe Credit Agreement. All unpaid Any outstanding principal and accrued interest with respect to the Term A Loans is shall be due and payable in full on the Maturity Date. The Term A Loans may only be prepaid in accordance with Sections 2.4. (ii) With respect to the Term B Loans, Borrower shall make monthly payments of interest only, in arrears, commencing on the first (1st) Payment Date following the date on which the Term B Loans are funded, and continuing on the Payment Date of each successive month thereafter through and including the Payment Date occurring on March I, 2011. Commencing on April 1, 2011, and continuing on the Payment Date of each month thereafter, Borrower shall make consecutive equal monthly All payments of principal and interest shall be made to the Lender in respect Dollars in immediately available funds at the Lender’s Payment Office in accordance with the provisions of the Term B LoansLoan Agreement, the terms of which are incorporated herein by reference. If any amount is not paid in full when due hereunder, such unpaid amount shall bear interest, to be paid upon demand, from the due date thereof until the date of actual payment (and before as well as after judgment) computed at the per annum rate set forth in the Credit Agreement. This Acquisition Note is entitled to the benefits set forth in the Credit Agreement and may be prepaid in whole or in part subject to the terms and conditions provided therein. This Acquisition Note is also entitled to the benefits of any and all Security Documents and other Loan Documents executed in connection with the Credit Agreement and securing the Borrower’s obligations thereunder. Upon the occurrence and continuation of one or more of the Events of Default specified in the Credit Agreement, all amounts then remaining unpaid on this Acquisition Note shall become, or may be declared to be, immediately due and payable all as provided in the Credit Agreement. 5 Principal and interest payments to commence on the day of the immediately following month that corresponds with the date of this Acquisition Note (or if none, the last day of such immediately following month). The monthly principal payment will be an amount equal to the face amount of this Acquisition Note divided by the total number of months from the date of such Acquisition Note to its Maturity Date. 6 Maturity Date to be such term (not to exceed 60 months from date of Acquisition Note), as calculated requested by Agent (which calculations shall be deemed correct absent manifest error) based uponthe Borrower and subject to the Lender’s approval in its sole discretion. The Borrower, for itself, its successors and assigns, hereby waives diligence, presentment, protest and demand and notice of protest, demand, dishonor and non-payment of this Acquisition Note. THIS ACQUISITION NOTE SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NORTH CAROLINA. WESTERN CAPITAL RESOURCES, INC. By: (1SEAL) Name: Title: To: FIFTH THIRD BANK Ladies and Gentlemen: Reference is made to that certain Credit Agreement, dated as of April __, 2016 (as amended, restated, extended, supplemented or otherwise modified in writing from time to time, the principal amount of Term B Loans“Agreement;” the terms defined therein being used herein as therein defined), among WESTERN CAPITAL RESOURCES, INC., a Minnesota corporation (2) the effective rate of interest, as determined in Section 2.3(a“Borrower”), and FIFTH THIRD BANK (3) a repayment schedule equal the “Lender”). The undersigned Responsible Officer7 hereby certifies as of the date hereof that he/she is the ___________________________________ of the Borrower, and that, as such, he/she is authorized to thirty (30) months. All unpaid principal execute and accrued interest with respect deliver this Certificate to the Term B Loans is due and payable in full Lender on the Maturity Datebehalf of the Borrower, and that: Attached hereto as Schedule 1 are (i) the year-end audited financial statements required by Section 6.01(a) of the Agreement for the fiscal year of the Borrower ended as of the above date, together with the report and opinion of an independent certified public accountant required by such section and (ii) the consolidating balance sheet of the Borrower and its Subsidiaries as at the end of such fiscal year and the related consolidating statements of income or operations, shareholders’ equity and cash flows for such fiscal year. The Term B Loans may only be prepaid Such consolidating statements are fairly stated in all material respects when considered in relation to the consolidated financial statements of the Borrower and its Subsidiaries. Attached hereto as Schedule 1 are the unaudited financial statements required by Section 6.01(b) of the Agreement for the fiscal quarter of the Borrower ended as of the above date. Such consolidated financial statements fairly present the financial condition, results of operations and cash flows of the Borrower and its Subsidiaries in accordance with Sections 2.4GAAP as at such date and for such period, subject only to normal year-end audit adjustments and the absence of footnotes and such consolidating financial statements are fairly stated in all material respects when considered in relation to the consolidated financial statements of the Borrower and its Subsidiaries. The undersigned has reviewed and is familiar with the terms of the Agreement and has made, or has caused to be made under his/her supervision, a detailed review of the transactions and condition (financial or otherwise) of the Borrower during the accounting period covered by the attached financial statements.

Payments of Principal and Interest. (i) With respect to the Term A LoansOn July 1, Borrower shall make monthly payments of interest only, in arrears, commencing 2003 and on the first (1st) each Payment Date following the date on which the Term A Loans are funded, and continuing on the Payment Date of each successive month (as defined herein) thereafter through and including June 1, 2005, Xxxxxxxx shall pay to Lender interest on the unpaid Principal at the Interest Rate which has accrued from the first day through the last day of the calendar month immediately preceding such Payment Date. The Principal and the interest thereon at the Interest Rate shall be due and payable by Borrower to Lender in consecutive monthly installments, each in the amount of $87,758.93 (the "Monthly Debt Service Payment Amount") beginning on July 1, 2005 (herein "amortization commencement date") and on each Payment Date occurring thereafter until the entire indebtedness evidenced hereby is fully paid, except that any remaining indebtedness, if not sooner paid, shall be due and payable on March June 1, 20112013 (the "Maturity Date"). Commencing Interest on April 1, 2011the principal sum of this Note shall be calculated on the basis of a 360 day year, and continuing shall be charged based on the actual number of days during each month or other applicable accrual period. Interest on this Note shall be paid in arrears. The undersigned shall pay the holder hereof, in advance, on the date hereof, interest only on the outstanding principal balance of this Note, at the interest rate first mentioned above, from the date hereof through and including the last day of the calendar month in which this Note is executed. The Monthly Debt Service Payment Amount due on any Payment Date shall first be applied to the payment of each month thereafterinterest accrued during the preceding accrual period and the remainder of such Monthly Debt Service Payment Amount shall be applied to the reduction of the unpaid Principal. All accrued and unpaid interest shall be due and payable on the Maturity Date. If the Loan is repaid on any date other than on a Payment Date (whether prior to or after the Maturity Date), Borrower shall make consecutive equal monthly payments also pay interest that would have accrued on such repaid Principal to but not including the next Payment Date. Borrower shall repay the entire outstanding principal balance of principal and interest in respect of the Term A Loans, as calculated by Agent (which calculations shall be deemed correct absent manifest error) based upon: (1) the principal amount of Term A Loans, (2) the effective rate of interest, as determined in Section 2,3(a), and (3) a repayment schedule equal to thirty (30) months. All unpaid principal and accrued interest with respect to the Term A Loans is due and payable this Note in full on the Maturity Date. The Term A Loans may only be prepaid in accordance , together with Sections 2.4. interest thereon to (iibut excluding) With respect to the Term B Loans, Borrower shall make monthly payments of interest only, in arrears, commencing on the first (1st) Payment Date following the date on which the Term B Loans are funded, of repayment and continuing on the Payment Date of each successive month thereafter through and including the Payment Date occurring on March I, 2011. Commencing on April 1, 2011, and continuing on the Payment Date of each month thereafter, Borrower shall make consecutive equal monthly payments of principal and interest in respect of the Term B Loans, as calculated by Agent (which calculations shall be deemed correct absent manifest error) based upon: (1) the principal amount of Term B Loans, (2) the effective rate of interest, as determined in Section 2.3(a), and (3) a repayment schedule equal to thirty (30) months. All unpaid principal and accrued interest with respect to the Term B Loans is any other amounts due and payable in full on owing under the Maturity Date. The Term B Loans may only be prepaid in accordance with Sections 2.4Loan Documents (as defined herein).

Payments of Principal and Interest. Within seven (7) Business Days following the Closing Date (such period, the “Initial Payment Period”), Borrower shall pay to Agent, for the ratable benefit of the Lenders, a payment of (i) With principal in the amount required to reduce the outstanding principal amount of the Term Loan to Five Million and No/100 Dollars ($5,000,000.00), plus (ii) $1,894.01 for each day from and including the Closing Date through and including the date upon which such payment is made, which represents interest accrued on the Term Loan through the date of such payment, plus (iii) $229,169.55, which represents the payment of principal that would be payable with respect to the Term A LoansLoan on March 1, Borrower shall make monthly payments of interest only2009, in arrears, plus (iv) $1,706.94 for each day commencing on the first (1st) Payment Date day immediately following the date on which such payment is made and continuing through and including February 28, 2009, which represents interest accruing on the Term A Loans are fundedLoan from the day immediately following the date of such payment through and including February 28, 2009 (such payment, the “Initial Payment”). [*CONFIDENTIAL TREATMENT HAS BEEN REQUESTED AS TO CERTAIN PORTIONS OF THIS DOCUMENT. EACH SUCH PORTION, WHICH HAS BEEN OMITTED HEREIN AND REPLACED WITH AN ASTERISK [***], HAS BEEN FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION.] Thereafter, Borrowers shall pay to Agent, for the ratable benefit of the Lenders, twenty-one (21) equal consecutive payments of principal and interest on the first day of each calendar month (a “Scheduled Payment Date”) at the rate of interest determined in accordance with Section 2.3(a) on each Scheduled Payment Date commencing on April 1, 2009 and continuing on the Payment Date first day of each successive month thereafter through and including the Payment Date occurring on March December 1, 20112010. Commencing on April 1, 2011The Initial Payment, and continuing on each scheduled payment of interest and principal hereunder, is referred to herein as a “Scheduled Payment.” After the Payment Date of each month thereafterPrepayment Hurdle (as defined below), Borrower shall make consecutive equal monthly payments of principal and interest shall be reamortized in respect equal monthly installments of principal and interest over the period that is the lesser of (i) 12 months or (ii) the remainder of the Term A Loansoriginal repayment period, as calculated by Agent (which calculations and shall be deemed correct absent manifest error) based upon: (1) payable on each Scheduled Payment Date during such period. Notwithstanding the principal amount of Term A Loansforegoing, (2) the effective rate of interest, as determined in Section 2,3(a), and (3) a repayment schedule equal to thirty (30) months. All all unpaid principal and accrued interest with respect to the Term A Loans Loan is due and payable in full to Agent, for the ratable benefit of Lenders, on the earlier of (A) December 1, 2010 or (B) the date that the Term Loan otherwise becomes due and payable hereunder, whether by acceleration of the Obligations pursuant to Section 2.4, Section 8.2 or otherwise (the earlier of (A) or (B), the “Applicable Term Loan Maturity Date”). The Term A Loans may only Each Scheduled Payment, when paid, shall be prepaid in accordance with Sections 2.4. (ii) With respect applied first to the Term B Loans, Borrower shall make monthly payments payment of accrued and unpaid interest only, in arrears, commencing on the first (1st) Payment Date following the date on which the Term B Loans are funded, Loan and continuing on the Payment Date of each successive month thereafter through and including the Payment Date occurring on March I, 2011. Commencing on April 1, 2011, and continuing on the Payment Date of each month thereafter, Borrower shall make consecutive equal monthly payments of then to unpaid principal and interest in respect balance of the Term B LoansLoan. Without limiting the foregoing, as calculated by Agent (which calculations all Obligations shall be deemed correct absent manifest error) based upon: (1) the principal amount of Term B Loans, (2) the effective rate of interest, as determined in Section 2.3(a), and (3) a repayment schedule equal to thirty (30) months. All unpaid principal and accrued interest with respect to the Term B Loans is due and payable in full on the Applicable Term Loan Maturity Date. The Date for the last Term B Loans may only be prepaid in accordance with Sections 2.4Loan made.

Payments of Principal and Interest. (i) With respect to the Term A Loans, Borrower shall make monthly payments pay to Lender a payment of interest only, in arrears, commencing $56,350 on the first (1st) date hereof, representing interest from the date of funding through September 5, 2004. On October 6, 2004 and on each Payment Date following the date on which the Term A Loans are funded, and continuing on the Payment Date of each successive month (as defined herein) thereafter through and including August 6, 2006, Xxxxxxxx shall pay to Lender interest on the unpaid Principal at the Interest Rate which has accrued from the first day through the last day of the calendar month immediately preceding such Payment Date. The Principal and the interest thereon at the Interest Rate shall be due and payable by Borrower to Lender in consecutive monthly installments, each in the amount of $86,443.19 (the "MONTHLY DEBT SERVICE PAYMENT AMOUNT") beginning on September 6, 2006 (herein "AMORTIZATION COMMENCEMENT DATE") and on each Payment Date occurring thereafter until the entire indebtedness evidenced hereby is fully paid, except that any remaining indebtedness, if not sooner paid, shall be due and payable on March 1September 6, 20112014 (the "MATURITY DATE"). Commencing Interest on April 1, 2011the principal sum of this Note shall be calculated on the basis of a 360 day year, and continuing shall be charged based on the actual number of days during each month or other applicable accrual period. Interest on this Note shall be paid in arrears. The undersigned shall pay the holder hereof, in advance, on the date hereof, interest only on the outstanding principal balance of this Note, at the interest rate first mentioned above, from the date hereof through and including the last day of the calendar month in which this Note is executed. The Monthly Debt Service Payment Amount due on any Payment Date shall first be applied to the payment of each month thereafterinterest accrued during the preceding accrual period and the remainder of such Monthly Debt Service Payment Amount shall be applied to the reduction of the unpaid Principal. All accrued and unpaid interest shall be due and payable on the Maturity Date. If the Loan is repaid on any date other than on a Payment Date (whether prior to or after the Maturity Date), Borrower shall make consecutive equal monthly payments also pay interest that would have accrued on such repaid Principal to but not including the next Payment Date. Borrower shall repay the entire outstanding principal balance of principal and interest in respect of the Term A Loans, as calculated by Agent (which calculations shall be deemed correct absent manifest error) based upon: (1) the principal amount of Term A Loans, (2) the effective rate of interest, as determined in Section 2,3(a), and (3) a repayment schedule equal to thirty (30) months. All unpaid principal and accrued interest with respect to the Term A Loans is due and payable this Note in full on the Maturity Date. The Term A Loans may only be prepaid in accordance , together with Sections 2.4. interest thereon to (iibut excluding) With respect to the Term B Loans, Borrower shall make monthly payments of interest only, in arrears, commencing on the first (1st) Payment Date following the date on which the Term B Loans are funded, of repayment and continuing on the Payment Date of each successive month thereafter through and including the Payment Date occurring on March I, 2011. Commencing on April 1, 2011, and continuing on the Payment Date of each month thereafter, Borrower shall make consecutive equal monthly payments of principal and interest in respect of the Term B Loans, as calculated by Agent (which calculations shall be deemed correct absent manifest error) based upon: (1) the principal amount of Term B Loans, (2) the effective rate of interest, as determined in Section 2.3(a), and (3) a repayment schedule equal to thirty (30) months. All unpaid principal and accrued interest with respect to the Term B Loans is any other amounts due and payable in full on owing under the Maturity Date. The Term B Loans may only be prepaid in accordance with Sections 2.4Loan Documents (as defined herein).

Payments of Principal and Interest. (i) With respect to For the Term A LoansLoan, Borrower shall make monthly payments pay to the Agent, for the ratable benefit of interest only, in arrears, commencing on the first (1st) Payment Date following the date on which the Term A Loans are fundedLenders, and continuing on the Payment Date of each successive month thereafter through and including the Payment Date occurring on March 1, 2011. Commencing on April 1, 2011, and continuing on the Payment Date of each month thereafter, Borrower shall make ten (10) equal consecutive equal monthly payments of principal and interest (payable in respect arrears) at the rate of interest determined in accordance with Section 2.3(a) (each such payment of principal and interest on the Term A LoansLoan, as calculated by Agent (which calculations shall be deemed correct absent manifest error) based upon: (1) the principal amount of a “Term A LoansLoan Scheduled Payment”) on the first day of each calendar month (the first day of each calendar month during the term of this Agreement, (2a “Scheduled Payment Date”) commencing on March 1, 2008. Notwithstanding the effective rate of interestforegoing, as determined in Section 2,3(a), and (3) a repayment schedule equal to thirty (30) months. All all unpaid principal and accrued interest with respect to the Term A Loans Loan is due and payable in full to Agent, for the ratable benefit of Term A Lenders, on the earlier of (A) December 1, 2008 or (B) the date that such Term A Loan otherwise becomes due and payable hereunder, whether by acceleration of the Obligations pursuant to Section 8.2 or otherwise (the earlier of (A) or (B), the “Term A Loan Maturity Date. The Term A Loans may only be prepaid in accordance with Sections 2.4”). (ii) With respect to For the Term B LoansLoan, Borrower shall make monthly payments pay to the Agent, for the ratable benefit of interest only, in arrears, commencing on the first (1st) Payment Date following the date on which the Term B Loans are fundedLenders, and continuing on the Payment Date of each successive month thereafter through and including the Payment Date occurring on March I, 2011. Commencing on April 1, 2011, and continuing on the Payment Date of each month thereafter, Borrower shall make fifteen (15) equal consecutive equal monthly payments of principal and interest (payable in respect arrears) at the rate of interest determined in accordance with Section 2.3(a) (each such payment of principal and interest on the Term B LoansLoan, as calculated by Agent (which calculations shall be deemed correct absent manifest error) based upon: (1) the principal amount of a “Term B LoansLoan Scheduled Payment”) on each Scheduled Payment Date commencing on March 1, (2) 2008. Notwithstanding the effective rate of interestforegoing, as determined in Section 2.3(a), and (3) a repayment schedule equal to thirty (30) months. All all unpaid principal and accrued interest with respect to the Term B Loans Loan is due and payable in full to Agent, for the ratable benefit of Term B Lenders, on the earlier of (A) May 1, 2009 or (B) the date that such Term B Loan otherwise becomes due and payable hereunder, whether by acceleration of the Obligations pursuant to Section 8.2 or otherwise (the earlier of (A) or (B), the “Term B Loan Maturity Date. The ”). (iii) For the Term B Loans may only be prepaid C Loan, Borrower shall pay to the Agent, for the ratable benefit of the Term C Lenders, twenty-nine (29) equal consecutive payments of principal and interest (payable in arrears) at the rate of interest determined in accordance with Sections 2.4Section 2.3(a) (each such payment of principal and interest on the Term C Loan, a “Term C Loan Scheduled Payment”) on each Scheduled Payment Date commencing on March 1, 2008. Notwithstanding the foregoing, all unpaid principal and accrued interest with respect to the Term C Loan is due and payable in full to Agent, for the ratable benefit of Term C Lenders, on the earlier of (A) July 1, 2010 or (B) the date that such Term C Loan otherwise becomes due and payable hereunder, whether by acceleration of the Obligations pursuant to Section 8.2 or otherwise (the earlier of (A) or (B), the “Term C Loan Maturity Date”). (iv) For each Term D Loan, Borrower shall pay to the Agent, for the ratable benefit of the Lenders, thirty-six (36) equal consecutive payments of principal and interest (payable in arrears) at the rate of interest determined in accordance with Section 2.3(a) (each such payment of principal and interest on the Term D Loan, a “Term D Loan Scheduled Payment” and, together with each Term A Loan Scheduled Payment, each Term B Loan Scheduled Payment and each Term C Loan Scheduled Payment, the “Scheduled Payments”) on each Scheduled Payment Date commencing on April 1, 2008. The amount of each such payment of principal and interest shall be calculated by the Agent and shall be sufficient to fully amortize the principal and interest due with respect to the applicable Term D Loan over such repayment period. Notwithstanding the foregoing, all unpaid principal and accrued interest with respect to a Term D Loan is due and payable in full to Agent, for the ratable benefit of Lenders, on the earlier of (A) March 1, 2011 or (B) the date that such Term D Loan otherwise becomes due and payable hereunder, whether by acceleration of the Obligations pursuant to Section 8.2 or otherwise (the earlier of (A) or (B), the “Applicable Term D Loan Maturity Date” and together with the Term A Loan Maturity Date, the Term B Loan Maturity Date and the Term C Loan Maturity Date, the “Applicable Term Loan Maturity Date”). (v) Each Scheduled Payment, when paid, shall be applied first to the payment of accrued and unpaid interest on the applicable Term Loan and then to unpaid principal balance of such Term Loan. Without limiting the foregoing, all Obligations shall be due and payable on the Applicable Term Loan Maturity Date for the last Term Loan made.

Payments of Principal and Interest. (i) With respect Prior to the Term A LoansConversion Date, Borrower shall make monthly payments of pay interest onlyonly on the Advances, at the Interim Interest Rate, in arrears, commencing on the first (1st) Payment Date following the date on which the Term A Loans are funded, and continuing on the Payment Date of each successive month thereafter through and including the Payment Date occurring on March 1, 2011. Commencing on April 1, 2011, and continuing on the Payment Date day of each month and on the Conversion Date. Provided that there is no Default or Event of Default hereunder or under the other Loan Documents, Borrower has faithfully observed all of the terms and conditions hereunder and under the other Loan Documents and there has been no material adverse change in the business, operations or financial condition of Borrower or the Collateral, the Advances outstanding as of the Advance Termination Date shall automatically convert to a term Loan and shall be repaid to Lender as follows: if the Conversion Date is not the first day of a month, Borrower shall pay, on the first day of the month immediately succeeding the month in which the Conversion Date occurs, interest only at the Interest Rate from the Conversion Date to the last day of the month in which the Conversion Date occurs; thereafter, Borrower shall make thirty-six (36) consecutive equal monthly payments of principal and interest each in respect an amount which will fully amortize the Loan at the Interest Rate over such thirty-six (36) month period (the date upon which the thirty-sixth (36th) consecutive equal monthly payment of principal and interest is due is herein referred to as the "Maturity Date") commencing on the first day of the Term A Loanssecond month succeeding the Conversion Date, as calculated by Agent (which calculations provided, however, that if the Conversion Date is the first day of a month, payments of principal and interest shall commence on the first day of the immediately succeeding month. Lender shall compute the amount of each payment and advise Borrower of such amount. Each monthly payment shall be deemed correct absent manifest error) based upon: (1) applied, first to fees, costs and charges, if any, owing to Lender, then to interest as may be due hereunder, and the balance of such payment shall be applied to the principal amount balance of Term A Loansthe Loan. The entire unpaid principal balance which was not payable earlier, (2) the effective rate of whether due to regularly scheduled payments, acceleration or otherwise, together with any unpaid interest, as determined in Section 2,3(a)fees, costs and (3) a repayment schedule equal to thirty (30) months. All unpaid principal and accrued interest with respect to the Term A Loans is charges shall be due and payable in full on the Maturity Date. The Term A Loans may only be prepaid in accordance with Sections 2.4. After the maturity of all or any part of the Loan (ii) With respect to the Term B Loansby acceleration or otherwise), Borrower shall make monthly payments of interest only, in arrears, commencing on the first (1st) Payment Date following the date on which the Term B Loans are funded, and continuing on the Payment Date of each successive month thereafter through and including the Payment Date occurring on March I, 2011. Commencing on April 1, 2011, and continuing on the Payment Date of each month thereafter, Borrower shall make consecutive equal monthly payments of principal and interest in respect of the Term B Loans, as calculated by Agent (which calculations Loan or such part thereof shall be deemed correct absent manifest error) based upon: (1) the principal amount of Term B Loans, (2) the effective rate of interest, as determined in Section 2.3(a), and (3) a repayment schedule equal to thirty (30) months. All unpaid principal and accrued interest with respect to the Term B Loans is due and payable in full at the Default Rate on the Maturity Date. The Term B Loans may only be prepaid in accordance with Sections 2.4demand.