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Revolving Credit Grid Note

$------

[date]

[city], [state]

FOR VALUE RECEIVED, the undersigned, [name], a [state] corporation (Borrower), HEREBY PROMISES TO PAY to the order of [name] (Bank), at its Principal Office located at [address], in lawful money of the United States and in immediately available funds, the principal amount of ---------- dollars ($----------) or the aggregate unpaid principal amount of all Loans made to Borrower by Bank, whichever is less, on [date], and to pay interest (computed on the basis of a year of [number] days for the actual number of days elapsed) from the date of this Revolving Credit Grid Note on the unpaid principal amount of this Revolving Credit Grid Note, in like money, at said office, at a rate per annum equal to ---------- percent (----------%) above the Prime Rate, payable on the first [or, last, number] day of each month [or, quarter], commencing [date], and on maturity. Any amount of principal hereof that is not paid when due, whether at stated maturity, by acceleration, or otherwise, shall bear interest from the date when due until said principal amount is paid in full, payable on demand, at a rate per annum equal at all times to ---------- percent (----------%) above the Prime Rate. Any change in the interest rate resulting from a change in the Prime Rate shall be effective at the beginning of the day on which such change in the Prime Rate becomes effective.

Borrower hereby authorizes Bank to indorse on the Exhibit annexed to this Revolving Credit Grid Note all Loans made to Borrower and all payments of principal amounts in respect of such Loans, which endorsements shall, in the absence of manifest error, be conclusive as to the outstanding principal amount of all Loans; provided, however, that the failure to make such notation with respect to any Loan or payment shall not limit or otherwise affect the obligations of Borrower under the Revolving Credit Agreement or this Note.

If any payment is to be made on a day other than a Business Day, the maturity thereof shall be extended to the next succeeding Business Day, and the interest shall be payable thereon at the rate herein specified during such extension.

This Revolving Credit Grid Note is the Note referred to in the Revolving Credit Agreement of [date], between Borrower and Bank (the Credit Agreement). Terms used herein that are defined in the Revolving Credit Agreement shall have their defined meanings when used herein. The Credit Agreement, among other things, contains provisions for acceleration of the maturity of this Revolving Credit Grid Note upon the happening of certain stated events and also for prepayments on account of the principal of this Revolving Credit Grid Note prior to the maturity of the Revolving Credit Grid Note upon the terms and conditions specified in the Credit Agreement. This Revolving Credit Grid Note is secured by a Security Agreement referred to in the Credit Agreement, reference to which is hereby made for a description of the collateral provided for under the Security Agreement and the rights of Borrower and Bank with respect to such collateral.

This Revolving Credit Grid Note shall be governed by the laws of [state], provided that, as to the maximum rate of interest that may be charged or collected, if the laws applicable to Bank permit it to charge or collect a higher rate than the laws of [state], then such law applicable to Bank shall apply to Bank under this Revolving Credit Grid Note.

[name of Borrower]

By: [signature]

[title]