Common use of Commitment to Lend Clause in Contracts

Commitment to Lend. Subject to the terms and conditions set forth in this Agreement, each Bank severally agrees to make Committed Credit Loans to each Borrower from time to time on any Banking Day during the period from the date hereof to but not including the Expiration Date, as may be requested by such Borrower in accordance with Section 2.04 hereof, in an aggregate amount not to exceed at any one time outstanding the amount of such Bank's Commitment. Each Committed Credit Loan made by the Banks to a Borrower hereunder shall be in an amount of $1,000,000 or an integral multiple thereof; PROVIDED that (i) at no time shall any Bank be obligated to fund or maintain Committed Credit Loans in excess of such Bank's Commitment; (ii) at no time shall State Street Bank be obligated to fund or maintain Committed Credit Loans to the extent that the principal amount of such Committed Credit Loans, together with the aggregate principal amount of Swing Line Loans outstanding to the Borrowers hereunder, exceeds State Street Bank's Commitment; (iii) at no time shall the aggregate outstanding principal amount of all Committed Credit Loans made to the Borrowers hereunder exceed the Maximum Committed Credit Amount; (iv) at no time shall the aggregate outstanding principal amount of all Loans made to the Borrowers hereunder exceed the Maximum Credit Amount; and (v) at no time shall the aggregate outstanding principal amount of all Loans made to any Borrower hereunder exceed such Borrower's Borrowing Base. Each request for a Committed Credit Loan by a Borrower shall constitute a representation by such Borrower that the conditions set forth in Section 6.02 hereof have been satisfied on the date of such request. Within the limits of the provisions of this Section 2.01, each Borrower may borrow, prepay pursuant to Section 4.01, and reborrow under this Section 2.01.

Commitment to Lend. Subject to the terms and conditions set forth in this Credit Agreement, each Bank of the Revolving Credit Lenders severally agrees to make Committed Credit Loans lend to each the Borrower and the Borrower may borrow, repay, and reborrow from time to time on any Banking Day during the period from the date hereof Funding Date up to but not including the Expiration Date, as may be requested Revolving Credit Maturity Date upon notice by such the Borrower to the Administrative Agent given in accordance with Section 2.04 hereof§2.6, in an such sums as are requested by the Borrower up to a maximum aggregate amount not outstanding (after giving effect to exceed all amounts requested) at any one time outstanding equal to such Revolving Credit Lender’s Revolving Credit Commitment minus such Revolving Credit Lender’s Commitment Percentage of the amount sum of such Bank's Commitment. Each Committed Credit Loan made by the Banks to a Borrower hereunder shall be in an amount of $1,000,000 or an integral multiple thereof; PROVIDED that (i) at no time shall any Bank be obligated to fund or maintain Committed Credit Loans in excess of such Bank's Commitment; (ii) at no time shall State Street Bank be obligated to fund or maintain Committed Credit Loans to the extent Maximum Drawing Amount and all Unpaid Reimbursement Obligations, provided that the principal amount sum of such Committed Credit Loans, together with the outstanding aggregate principal amount of Swing Line Loans outstanding to the Borrowers hereunder, exceeds State Street Bank's Commitment; (iii) at no time shall the aggregate outstanding principal amount of all Committed Revolving Credit Loans made (after giving effect to all amounts requested) plus the Borrowers hereunder Maximum Drawing Amount and all Unpaid Reimbursement Obligations shall not at any time exceed the Maximum Committed Total Revolving Credit Amount; (iv) Commitment at no time such time. The Revolving Credit Loans shall be made pro rata in accordance with each Revolving Credit Lender’s Commitment Percentage of the aggregate outstanding principal amount of all Loans made to the Borrowers hereunder exceed the Maximum Total Revolving Credit Amount; and (v) at no time shall the aggregate outstanding principal amount of all Loans made to any Borrower hereunder exceed such Borrower's Borrowing BaseCommitment. Each request for a Committed Revolving Credit Loan by a Borrower hereunder shall constitute a representation and warranty by such the Borrower that the conditions set forth in Section 6.02 hereof §12 and §13, in the case of the initial Revolving Credit Loans to be made on the Funding Date, and §13, in the case of all other Revolving Credit Loans, have been satisfied on the date of such request. Within the limits of the provisions of this Section 2.01, each Borrower may borrow, prepay pursuant to Section 4.01, and reborrow under this Section 2.01.

Commitment to Lend. Subject to all the terms and conditions of this Agreement, and in reliance on the representations, warranties and covenants of Borrower set forth in this Agreement, each Bank severally Lender agrees to make Committed Credit Loans loans of funds to each Borrower from time to time on any Banking Day during the period from the date hereof Credit Period on a revolving basis (such loans being collectively hereinafter referred to but not including the Expiration Date, as may be requested by such Borrower in accordance with Section 2.04 hereof"LOANS" and each individually as a "LOAN"), in an aggregate cumulative total principal amount not to exceed at any one time outstanding five million Dollars (US $5,000,000). Lender's obligation to make Loans to Borrower under this Agreement is hereinafter referred to as the amount of such Bank's Commitment. Each Committed Credit Loan made by "COMMITMENT." Notwithstanding the Banks to a Borrower hereunder shall be in an amount of $1,000,000 or an integral multiple thereof; PROVIDED that (i) at no time shall any Bank foregoing, Lender will not be obligated to fund or maintain Committed Credit Loans make a Loan to Borrower unless and until Borrower executes and delivers to Lender a Note (as defined in excess of such Bank's Commitment; (iiSection 2.2) at no time shall State Street Bank be obligated to fund or maintain Committed Credit Loans to the extent that for the principal amount of such Committed Credit LoansLoan. In addition, together with Lender will not be obligated to advance any Loan to Borrower on or after the aggregate principal amount Maturity Date, and Lender's obligation to advance any Loan to Borrower is subject to satisfaction of Swing Line Loans outstanding all relevant terms and conditions of this Agreement, including but not limited to the Borrowers hereunder, exceeds State Street Bank's Commitment; conditions precedent and other provisions of Sections 5 (iii) at no time shall the aggregate outstanding principal amount of all Committed Credit Loans made with respect to the Borrowers hereunder exceed initial Loan) and 6 (with respect to each Loan). Notwithstanding the Maximum Committed Credit Amount; (iv) at no time shall the aggregate outstanding principal amount foregoing, Lender will not be obligated to make a Loan to Borrower unless and until a Borrower first gives Lender written notice of all Loans made to the Borrowers hereunder exceed the Maximum Credit Amount; and (v) at no time shall the aggregate outstanding principal amount of all Loans made to any Borrower hereunder exceed such Borrower's Borrowing Base. Each request for a Committed Credit Loan hereunder that sets forth the principal amount to the borrowed by Borrower under such requested Loan (a Borrower shall constitute a representation by such Borrower that the conditions set forth in Section 6.02 hereof have been satisfied on "LOAN NOTICE") and the date on which such Loan is requested to be advanced, which date shall not be sooner than five (5) Business Days following Lender's receipt of such requestLoan Notice. Within the limits of the provisions of this Section 2.01, each Borrower may borrow, prepay It is also agreed that amounts previously advanced by Lender pursuant to Section 4.0112.01 of the Limited Liability Company Agreement dated as of October 29, and reborrow under this Section 2.011997 shall be included as part of the Initial Loan.

Commitment to Lend. Subject to the provisions of §2.4 and the other terms and conditions set forth in this Agreement, each Bank of the Banks severally agrees to make Committed Credit Loans lend to the Borrower, and the Borrower may borrow, repay, and reborrow from each Borrower Bank from time to time on any Banking Day during between the period from Closing Date and the date hereof Maturity Date upon notice by the Borrower to but not including the Expiration Date, as may be requested by such Borrower Agent given in accordance with Section 2.04 hereof§2.4, in an such sums as are requested by the Borrower up to a maximum aggregate principal amount not outstanding (after giving effect to exceed all amounts requested) at any one time outstanding the amount of equal to such Bank's Commitment. Each Committed Credit Loan made ’s Commitment minus, without double counting, an amount equal to such Bank’s Commitment Percentage multiplied by the Banks to a Borrower hereunder shall be in an amount sum of $1,000,000 or an integral multiple thereof; PROVIDED that (ix) at no time shall any Bank be obligated to fund or maintain Committed Credit Loans in excess of such Bank's Commitment; (ii) at no time shall State Street Bank be obligated to fund or maintain Committed Credit Loans to the extent that the principal amount of such Committed Credit Loans, together with the aggregate principal amount of Swing Line Loans outstanding to the Borrowers hereunder, exceeds State Street Bank's Commitment; (iii) at no time shall the aggregate outstanding principal amount of all Committed Swingline Loans and Bid Rate Loans plus (y) all Reimbursement Obligations to the extent not yet deemed Revolving Credit Loans made pursuant to §3.3 and the Maximum Drawing Amount; provided that the sum of the outstanding amount of the Revolving Credit Loans (after giving effect to all amounts requested), plus the Maximum Drawing Amount and, without double-counting the portion, if any, of any Letter of Credit which is drawn and included in the Revolving Credit Loans or the Maximum Drawing Amount, all outstanding Reimbursement Obligations, plus all outstanding Swingline Loans, plus all outstanding Bid Rate Loans, shall not at any time exceed the Total Commitment and provided, further, that at the time the Borrower requests a Revolving Credit Loan and after giving effect to the Borrowers hereunder exceed making thereof: (i) in the Maximum Committed Credit Amount; case of any borrowing, all of the conditions in §13 (ivand in the case of any initial borrowing or other extension of credit on the Closing Date, also the conditions in §12) have been met at no the time shall the aggregate outstanding principal amount of all Loans made to the Borrowers hereunder exceed the Maximum Credit Amount; such request, and (vii) at no time there has not occurred and is not continuing (or will not occur by reason thereof) any Default or Event of Default; it being acknowledged and agreed that the Borrower shall the aggregate outstanding principal amount be permitted to request and borrow Loans if a Non-Material Breach (rather than a Default or Event of all Default) exists. The Revolving Credit Loans shall be made to any Borrower hereunder exceed such Borrower's Borrowing Basepro rata in accordance with each Bank’s Commitment Percentage. Each request for a Committed Revolving Credit Loan by a Borrower made pursuant to §2.4 shall constitute a representation and warranty by such the Borrower that the conditions set forth in Section 6.02 hereof §12 have been satisfied (except to the extent any such condition has been waived and/or deferred in writing by the Agent and the required number of Banks) as of the Closing Date and that the conditions set forth in §13 have been satisfied (except to the extent any such condition has been waived and/or deferred in writing by the Agent and the required number of Banks) on the date of such request. Within request and will be satisfied (except to the limits extent any such condition has been waived and/or deferred in writing by the Agent and the required number of Banks) on the proposed Drawdown Date of the provisions requested Loan or issuance of this Section 2.01Letter of Credit, each as the case may be, provided that the making of such representation and warranty by the Borrower may borrow, prepay pursuant shall not limit the right of any Bank not to Section 4.01, lend if such conditions have not been met. No Revolving Credit Loan or other extension of credit shall be required to be made by any Bank unless (in connection with the initial Revolving Credit Loan or Letter of Credit or other extension of credit) all of the conditions contained in §12 have been satisfied (except to the extent any such condition has been waived and/or deferred in writing by the Agent and reborrow under this Section 2.01the required number of Banks) as of the Closing Date and unless all of the conditions set forth in §13 have been met at the time of any request for a Revolving Credit Loan or other extension of credit (except to the extent any such condition has been waived and/or deferred in writing by the Agent and the required number of Banks).

Commitment to Lend. Subject to the provisions of §2.4 and the other terms and conditions set forth in this Agreement, each Bank of the Lenders severally agrees to make Committed Credit Loans lend to the Borrower, and the Borrower may borrow, repay, and reborrow from each Borrower Lender from time to time on any Banking Day during between the period from Closing Date and the date hereof Maturity Date upon notice by the Borrower to but not including the Expiration Date, as may be requested by such Borrower Agent (with copies to the Agent for each Lender) given in accordance with Section 2.04 hereof§2.4, in an such sums as are requested by the Borrower up to a maximum aggregate principal amount not outstanding (after giving effect to exceed all amounts requested) at any one time outstanding the equal to such Lender’s Commitment minus, without double counting, an amount of equal to such Bank's Commitment. Each Committed Credit Loan made Lender’s Commitment Percentage multiplied by the Banks to a Borrower hereunder shall be in an amount sum of $1,000,000 or an integral multiple thereof; PROVIDED that (i) at no time shall any Bank be obligated all Reimbursement Obligations to fund or maintain Committed the extent not yet deemed Revolving Credit Loans in excess of such Bank's Commitment; and the Maximum Drawing Amount and (ii) at no time shall State Street Bank be obligated to fund or maintain Committed Credit Loans to the extent that the principal amount of such Committed Credit Loans, together with the aggregate principal amount of Swing Line Loans outstanding to the Borrowers hereunder, exceeds State Street Bank's Commitment; (iii) at no time shall the aggregate outstanding principal amount of all Committed the Swingline Loans; provided that the sum of the outstanding amount of the Revolving Credit Loans made (after giving effect to the Borrowers hereunder exceed all amounts requested), plus the Maximum Committed Drawing Amount and, without double counting the portion, if any, of any Letter of Credit Amount; (iv) at no time shall which is drawn and included in the aggregate Revolving Credit Loans, all outstanding Reimbursement Obligations, plus the outstanding principal amount of all the Swingline Loans made shall not at any time exceed the lesser of (i) the Total Commitment and (ii) the Availability at such time, and provided, further, that at the time the Borrower requests a Revolving Credit Loan and after giving effect to the Borrowers hereunder exceed making thereof: (i) in the Maximum Credit Amount; case of any borrowing or other extension of credit, all of the conditions in §13 (and in the case of the initial borrowing on the Closing Date, also the conditions in §12) have been met at the time of such request, and (vii) at no time there has not occurred and is not continuing (or will not occur by reason thereof) any Default or Event of Default. The Revolving Credit Loans shall the aggregate outstanding principal amount of all Loans be made to any Borrower hereunder exceed such Borrower's Borrowing Basepro rata in accordance with each Lender’s Commitment Percentage. Each request for a Committed Revolving Credit Loan by a Borrower made pursuant to §2.4 shall constitute a representation and warranty by such the Borrower that the conditions set forth in Section 6.02 hereof §12 have been satisfied as of the Closing Date and that the conditions set forth in §13 have been satisfied on the date of such request. Within request and will be satisfied on the limits proposed Drawdown Date of the provisions requested Loan or issuance of this Section 2.01Letter of Credit, each as the case may be, provided that the making of such representation and warranty by the Borrower may borrow, prepay pursuant shall not limit the right of any Lender not to Section 4.01lend if such conditions have not been met. No Revolving Credit Loan or other extension of credit shall be required to be made by any Lender unless all of the conditions contained in §12 have been satisfied as of the Closing Date with respect to the initial Revolving Credit Loan or issuance of Letter of Credit, and reborrow under this Section 2.01unless all of the conditions set forth in §13 have been satisfied at the time of any request for a Revolving Credit Loan or other extension of credit and on the Drawdown Date therefor.

Commitment to Lend. Subject to the terms and conditions set forth in this Agreement, each Bank Lender hereby severally and not jointly agrees to make Committed Credit a term loan in Dollars (the “Initial Term Loan” and collectively with any Additional Term Loans (as defined below), the “Term Loans”) to each the Borrower from time to time on any Banking Day during the period from the date hereof to but not including the Expiration Initial Funding Date, as may be requested by such Borrower in accordance with Section 2.04 hereof, in an aggregate amount not equal to exceed at any one time outstanding the amount such Lender's Commitment Percentage of such Bank's Commitment. Each Committed Credit Loan made by the Banks to a Borrower hereunder shall be in an amount of $1,000,000 or an integral multiple thereof; PROVIDED that (i) at no time shall any Bank be obligated to fund or maintain Committed Credit Loans in excess of such Bank's Commitment; (ii) at no time shall State Street Bank be obligated to fund or maintain Committed Credit Loans to the extent that the principal amount of $350,000,000 (or such Committed Credit Loanslesser amount as shall be requested by the Borrower). The aggregate amount of the Initial Term Loans to be made hereunder shall not exceed $350,000,000. The Initial Term Loan shall be made by the Lenders simultaneously and proportionately to their respective Commitment Percentages, together it being understood that no Lender shall be responsible for any failure by any other Lender to perform its obligation to make the Initial Term Loan hereunder nor shall the Initial Term Loan of any Lender be increased or decreased as a result of any such failure. The Commitments shall expire on the earlier of (i) the date on which the Initial Term Loan is made and (ii) December 4, 2006; provided that if a portion of the Loans have been repaid in accordance with §2.10(c), then the Commitments shall be reinstated to the extent of and in an amount equal to the portion of the Loans so repaid (the “Reinstated Commitments”) and such Reinstated Commitments shall be available for reborrowing in accordance with the aggregate next paragraph. Subject to the terms and conditions set forth in this Agreement, each Lender hereby severally and not jointly agrees to make an additional term loan in a single draw in Dollars (the “Additional Term Loan”) to the Borrower on the Additional Funding Date, in an amount equal to such Lender's Commitment Percentage of the principal amount of Swing Line Loans outstanding to the Borrowers hereunderReinstated Commitments as shall be requested by the Borrower. The amount of the Additional Term Loan shall not exceed the amount of the Reinstated Commitments, exceeds State Street Bank's Commitment; (iii) at no time shall and the aggregate outstanding principal amount of all Committed Credit the Term Loans (after giving effect to such Additional Term Loan) shall not exceed $350,000,000. The Additional Term Loan shall be made by the Lenders simultaneously and proportionately to the Borrowers their respective Commitment Percentages, it being understood that no Lender shall be responsible for any failure by any other Lender to perform its obligation to make an Additional Term Loan hereunder exceed the Maximum Committed Credit Amount; (iv) at no time nor shall the aggregate outstanding principal amount Additional Term Loan of all Loans any Lender be increased or decreased as a result of any such failure. The Reinstated Commitment shall expire on the earlier of (i) the date on which the Additional Term Loan is made to the Borrowers hereunder exceed the Maximum Credit Amount; and (vii) at no time shall the aggregate outstanding principal amount of all Loans made to any Borrower hereunder exceed such Borrower's Borrowing BaseJanuary 31, 2007. Each request for a Committed Credit Loan by a Borrower made pursuant to §2.5 hereof shall constitute a representation and warranty by such the Borrower that the conditions set forth in Section 6.02 hereof §10 have been satisfied as of the Closing Date and that the conditions set forth in §11 have been satisfied on the date of such request. Within request and will be satisfied on the limits proposed Drawdown Date of the provisions requested Loan, provided that the making of this Section 2.01, each such representation and warranty by the Borrower may borrow, prepay pursuant shall not limit the right of any Lender not to Section 4.01, lend if such conditions have not been met. No Loan shall be required to be made by any Lender unless all of the conditions contained in §10 have been satisfied as of the Closing Date and reborrow under this Section 2.01all of the conditions set forth in §11 have been met at the time of any request for a Loan.

Commitment to Lend. Subject to (a) Upon the terms and subject to the conditions set forth in of this Agreement, each Bank severally agrees to make Committed Credit Loans lend to each the Borrower from time to time on any Banking Day during such sums that the period Borrower may request, from the date hereof to until but not including the Expiration Termination Date, as may be requested by such Borrower in accordance with Section 2.04 hereof, in an aggregate amount not to exceed at any one time outstanding the amount of such Bank's Commitment. Each Committed Credit Loan made by the Banks to a Borrower hereunder shall be in an amount of $1,000,000 or an integral multiple thereof; PROVIDED that (i) at no time shall any Bank be obligated to fund or maintain Committed Credit Loans in excess of such Bank's Commitment; (ii) at no time shall State Street Bank be obligated to fund or maintain Committed Credit Loans to the extent provided that the principal amount sum of such Committed Credit Loans, together with the aggregate principal amount of Swing Line Loans outstanding to the Borrowers hereunder, exceeds State Street Bank's Commitment; (iii) at no time shall the aggregate outstanding principal amount of all Committed Credit Loans made to the Borrowers hereunder exceed the Maximum Committed Credit Amount; (iv) at no time shall the aggregate outstanding principal amount of all Loans (after giving effect to all amounts requested) shall not exceed the Commitment. LIBOR Rate Loans shall be in the minimum aggregate amount of $300,000 or whole multiples of $100,000 in addition thereto. (b) The Borrower shall give to Bank, written Notice in the form of Exhibit B attached hereto of each Loan requested to be made hereunder (a "Loan Request") (i) no later than 12:00 noon, New York time, on the proposed Drawdown Date of any Base Rate Loan and (ii) no less than three (3) LIBOR Business Days prior to the Borrowers hereunder exceed proposed Drawdown Date of any LIBOR Rate Loan. Each such Notice shall specify (A) the Maximum Credit Amount; and (v) at no time shall the aggregate outstanding principal amount of all Loans made to any Borrower hereunder exceed the Loan requested, (B) the proposed Drawdown Date of such Borrower's Borrowing BaseLoan (which must be a Business Day or a LIBOR Business Day, as the case may be), (C) the Interest Period for such Loan and (D) whether such Loan shall be a Base Rate Loan or a LIBOR Rate Loan. Each request for a Committed Credit Loan by a Request shall be irrevocable and binding on the Borrower and shall constitute a representation by such obligate the Borrower that to accept the Loan requested from Bank on the proposed Drawdown Date. Subject to the foregoing, so long as Bank's Commitment is then in effect and the applicable conditions set forth in Section 6.02 6.2 hereof have been satisfied met, Bank shall advance the amount requested to the Borrower's bank account as designated on the date applicable Loan Request (or such other account as Bank may designate) in immediately available funds not later than the close of business on such request. Within the limits Drawdown Date. (c) The obligation of the provisions Borrower to repay Bank the principal of this Section 2.01the respective Loans and interest accrued thereon shall be evidenced by a promissory note (a "Note") substantially in the form of Exhibit C attached hereto, each dated as of the date hereof and completed with appropriate insertions. The Note shall be executed and delivered by the Borrower may borrowand payable to the order of Bank, prepay pursuant in form and substance satisfactory to Section 4.01Bank, and reborrow under this Section 2.01in a principal amount equal to the Commitment.

Commitment to Lend. Subject to the terms and conditions set forth in this Agreement, each Bank of the Banks severally agrees to make Committed Credit Loans lend to each Borrower the Borrowers and the Borrowers may borrow, repay, and reborrow from time to time on any Banking Day during between the period from Closing Date and the date hereof Maturity Date upon notice by the Borrowers to but not including the Expiration Date, as may be requested by such Borrower Agent given in accordance with Section 2.04 hereof(S)2.6, in an such sums as are requested by the Borrowers up to a maximum aggregate principal amount not outstanding (after giving effect to exceed all amounts requested) at any one time outstanding the amount of equal to such Bank's Commitment. Each Committed Credit Loan made by , minus such Bank's Commitment Percentage of the Banks sum of the Maximum Drawing Amount and all Unpaid Reimbursement Obligations; provided that after giving effect to a Borrower hereunder shall be in an amount of $1,000,000 or an integral multiple thereof; PROVIDED that all amounts requested (i) the sum of the outstanding amount of the Loans plus the Maximum Drawing Amount and all Unpaid Reimbursement Obligations shall not at no any time shall any Bank be obligated exceed the lesser of (a) the Total Commitment and (b) the amount to fund or maintain Committed Credit Loans which the Borrowers' secured Obligations are limited as set forth in excess of such Bank's Commitmentthe proviso contained in (S)6 hereof; and (ii) at no time shall State Street Bank be obligated to fund or maintain Committed Credit Loans to the extent that the principal amount of such Committed Credit Loans, together Borrowers are in compliance with the aggregate principal amount of Swing Line covenant contained in (S)10.4 hereof. The Loans outstanding to the Borrowers hereunder, exceeds State Street shall be made pro rata in accordance with each Bank's Commitment; (iii) at no time shall the aggregate outstanding principal amount of all Committed Credit Loans made to the Borrowers hereunder exceed the Maximum Committed Credit Amount; (iv) at no time shall the aggregate outstanding principal amount of all Loans made to the Borrowers hereunder exceed the Maximum Credit Amount; and (v) at no time shall the aggregate outstanding principal amount of all Loans made to any Borrower hereunder exceed such Borrower's Borrowing BaseCommitment Percentage. Each request for a Committed Credit Loan by a Borrower hereunder shall constitute a representation and warranty by such Borrower the Borrowers that the conditions set forth in Section 6.02 hereof (S)11 and (S)12 hereof, in the case of the initial Loans to be made on the Closing Date, and (S)12 hereof, in the case of all other Loans, have been satisfied on the date of such request. Within the limits The parties hereto hereby agree that, on and as of the provisions of this Section 2.01Closing Date, each Borrower may borrow, prepay pursuant to Section 4.01, and reborrow the loans outstanding under this Section 2.01the Existing Credit Agreement shall become Loans hereunder.

Commitment to Lend. (i) Subject to the terms and conditions set forth hereof, each Initial Lender severally agrees to make term loans to Kimco, in Dollars only (each, an “Initial Loan”), in a single Borrowing on the Effective Date in an aggregate principal amount equal to such Lender’s Applicable Percentage of the aggregate amount of such Borrowing requested by Kimco to be made on such day. If the aggregate amount of Loans so requested is less than the Aggregate Commitment as of such date, any unused portion of the Aggregate Commitment shall thereupon be cancelled. Notwithstanding anything to the contrary contained in this Agreement, each Bank severally agrees in no event shall the aggregate outstanding amount of Loans exceed the Aggregate Commitment. (ii) The failure of any Lender to make Committed Credit any Loan required to be made by it shall not relieve any other Lender of its obligations hereunder. (iii) Subject to Section 2.8 and Section 2.10, Loans to each Borrower may from time to time on any Banking Day during the period from the date hereof to but not including the Expiration Datebe Eurocurrency Loans or ABR Loans, or a combination thereof, as may be requested determined by such Borrower Kimco and notified to the Administrative Agent in accordance with Section 2.04 hereof, in an aggregate amount not to exceed Sections 2.2(d) and 2.4. Each Lender at its option may make any one time outstanding the amount Loan by causing any domestic or foreign branch or Affiliate of such Bank's Commitment. Each Committed Credit Loan made by the Banks Lender to a Borrower hereunder shall be in an amount of $1,000,000 or an integral multiple thereofmake such Loan; PROVIDED provided that (i) at no time shall any Bank be obligated to fund or maintain Committed Credit Loans in excess exercise of such Bank's Commitmentoption shall not affect the obligation of Kimco to repay such Loan in accordance with the terms of this Agreement; (ii) provided, further, that each applicable Lender shall at all times comply with the requirements of this Agreement in respect thereto, including Section 2.12, and no time Lender shall State Street Bank be obligated to fund or maintain Committed Credit Loans make any such election if and to the extent that the principal amount of such Committed Credit Loans, together with the aggregate principal amount of Swing Line Loans outstanding same would cause Kimco to the Borrowers increase its payment obligations hereunder, exceeds State Street Bank's Commitment; (iii) at no time shall the aggregate outstanding principal amount of all Committed Credit Loans made to the Borrowers hereunder exceed the Maximum Committed Credit Amount; (iv) at no time shall the aggregate outstanding principal amount of all Loans made to the Borrowers hereunder exceed the Maximum Credit Amount; and (v) at no time shall the aggregate outstanding principal amount of all Loans made to any Borrower hereunder exceed such Borrower's Borrowing Base. Each request for a Committed Credit Loan by a Borrower shall constitute a representation by such Borrower that the conditions set forth in Section 6.02 hereof have been satisfied on the date of such request. Within the limits of the provisions of this Section 2.01, each Borrower may borrow, prepay pursuant to Section 4.01, and reborrow under this Section 2.01.

Commitment to Lend. Subject to (a) On the terms and conditions set forth in of this Agreement, each Bank severally the Lender agrees to make Committed Credit Loans secured loans to each Borrower from time the Owner, such loans to time on any Banking Day during the period from the date hereof to but not including the Expiration Datebe made in two Tranches, “Tranche A Loans” and “Tranche B Loans” as may be requested by such Borrower in accordance with Section 2.04 hereofprovided below, in an aggregate principal amount up to its Commitment specified opposite the Lender’s name on Schedule I hereto. The Loans shall be made pursuant to the terms hereof and Loan Certificates evidencing such Loans shall be issued pursuant to the terms hereof and shall be substantially in the form set out in Exhibit A. The Loans shall be secured by a first priority mortgage and security interest in the Designated Aircraft and a collateral assignment of the Lease and certain other property associated therewith. Once repaid, the Loans made hereunder may not to exceed at any one time outstanding the amount of such Bank's Commitment. Each Committed Credit Loan be reborrowed. (b) The Loans shall be made by the Banks reference to a Borrower hereunder particular “Tranche”. The “Tranche” of any Loan shall be in an amount of $1,000,000 designated as “Tranche A” or an integral multiple thereof; PROVIDED that (i) at no time “Tranche B”. The Loans shall any Bank be obligated to fund or maintain Committed Credit Loans in excess of such Bank's Commitment; (ii) at no time shall State Street Bank be obligated to fund or maintain Committed Credit Loans relate to the extent Aircraft. The Tranche of each Loan shall be indicated on the face of the Loan Certificate relating to such Loan. (c) Schedule I hereto sets out the Tranche of Loans that the principal amount Lender has irrevocably elected to make. Any Loan initially made as a Tranche A Loan shall be and remain a Tranche A Loan, and any Loan initially made as a Tranche B Loan shall be and remain a Tranche B Loan, in each case, regardless of the holder thereof. A Loan, once made as a particular Tranche, shall only be transferred, assigned and/or reissued as such Committed Credit LoansTranche, together with entitling its holder to the rights, and subjecting such holder to the obligations, applicable to such Tranche only, as further set forth herein. (d) The aggregate Original Amount of the Tranche A Loans shall not exceed the Tranche A Commitment Amount, and the aggregate principal amount Original Amount of Swing Line the Tranche B Loans outstanding to the Borrowers hereunder, exceeds State Street Bank's Commitment; (iii) at no time shall the aggregate outstanding principal amount of all Committed Credit Loans made to the Borrowers hereunder not exceed the Maximum Committed Credit Tranche B Commitment Amount; (iv) at no time shall the aggregate outstanding principal amount of all Loans made to the Borrowers hereunder exceed the Maximum Credit Amount; and (v) at no time shall the aggregate outstanding principal amount of all Loans made to any Borrower hereunder exceed such Borrower's Borrowing Base. Each request for a Committed Credit Loan by a Borrower shall constitute a representation by such Borrower that the conditions set forth in Section 6.02 hereof have been satisfied on the date of such request. Within the limits of the provisions of this Section 2.01, each Borrower may borrow, prepay pursuant to Section 4.01, and reborrow under this Section 2.01.

Commitment to Lend. (a) Subject to the terms and conditions set forth in this Credit Agreement, each Bank of the Lenders severally agrees to make Committed Credit Loans lend to each the Borrower and the Borrower may borrow, repay, and reborrow from time to time on any Banking Day during the period from the date hereof Closing Date up to but not including the Expiration Date, as may be requested Revolving Credit Loan Maturity Date upon notice by such the Borrower to the Administrative Agent given in accordance with Section 2.04 hereof2.6, in an such sums as are requested by the Borrower up to a maximum aggregate amount not outstanding (after giving effect to exceed all amounts requested) at any one time equal to such Lender's Commitment MINUS such Lender's Commitment Percentage of the sum of the Maximum Drawing Amount and all Unpaid Reimbursement Obligations, PROVIDED that the sum of the outstanding the amount of the Revolving Credit Loans (after giving effect to all amounts requested), including the Swing Line Loans, PLUS the Maximum Drawing Amount and all Unpaid Reimbursement Obligations shall not at any time exceed the Total Commitment at such Bank's Commitmenttime. Each Committed The Revolving Credit Loan made by the Banks to a Borrower hereunder Loans shall be made PRO RATA in an amount of $1,000,000 or an integral multiple thereof; PROVIDED that (i) at no time shall any Bank be obligated to fund or maintain Committed Credit Loans in excess of such Bankaccordance with each Lender's Commitment; (ii) at no time shall State Street Bank be obligated to fund or maintain Committed Credit Loans to the extent that the principal amount of such Committed Credit Loans, together with the aggregate principal amount of Swing Line Loans outstanding to the Borrowers hereunder, exceeds State Street Bank's Commitment; (iii) at no time shall the aggregate outstanding principal amount of all Committed Credit Loans made to the Borrowers hereunder exceed the Maximum Committed Credit Amount; (iv) at no time shall the aggregate outstanding principal amount of all Loans made to the Borrowers hereunder exceed the Maximum Credit Amount; and (v) at no time shall the aggregate outstanding principal amount of all Loans made to any Borrower hereunder exceed such Borrower's Borrowing BaseCommitment Percentage. Each request for a Committed Revolving Credit Loan by a Borrower hereunder shall constitute a representation and warranty by such the Borrower that the conditions set forth in Section 6.02 hereof 11 and Section 12, in the case of the initial Revolving Credit Loans to be made on the Closing Date, and Section 12, in the case of all other Revolving Credit Loans, have been satisfied on the date of such request. (b) LIMITED INCREASE IN TOTAL COMMITMENT. Within Unless a Default or Event of Default has occurred and is continuing, the limits Borrower may request, on one or more occasions, that the Total Commitment in effect on the date of such request be increased by up to $25,000,000, PROVIDED, HOWEVER, that (i) the aggregate amount of any and all increases pursuant to this Section 2.1(b) shall not exceed $25,000,000, (ii) any Lender which is a party to this Agreement prior to such increase shall have the right to elect to fund its PRO RATA share of the provisions of this Section 2.01increase and any additional amounts allocated by the Administrative Agent, each Borrower may borrowthereby increasing its Revolving Credit Commitment hereunder, prepay pursuant but no Lender shall be required to Section 4.01do so, and reborrow (iii) in the event that it becomes necessary to include one or more new Lenders to provide additional funding under this Section 2.012.1(b) in order to enable such increase in the Total Commitment to occur, such new Lender must be reasonably acceptable to the Administrative Agent and the Borrower, (iv) the Lenders' Commitment Percentages shall be correspondingly adjusted, (v) each new Lender shall make all (if any) such payments to the other Lenders as may be necessary to result in the sum of the Revolving Credit Loans to be made by such new Lender PLUS such new Lender's proportionate share of the Maximum Drawing Amount and all Unpaid Reimbursement Obligations being equal to such new Lender's Commitment Percentage (as then in effect) of the aggregate principal amount of the sum of all Revolving Credit Loans outstanding to the Borrower as of such date PLUS the Maximum Drawing Amount and all Unpaid Reimbursement Obligations as of such date), and (vi) Revolving Credit Notes issued or amended and such other changes shall be made to the Loan Documents, as shall be necessary to reflect any such increase in the Total Commitment. Any such increase in the Total Commitment (whether by $25,000,000 or by a lesser amount) shall require, among other things, the satisfaction of such conditions precedent as the Administrative Agent may require, including, without limitation, the obtaining by any applicable Lender of requisite internal approvals, the Administrative Agent's receipt of evidence of applicable corporate authorization and other corporate documentation from the Borrower and the legal opinion of counsel to the Borrower, each in form and substance satisfactory to the Administrative Agent and such Lenders as are participating in such increase.

Commitment to Lend. Subject to (a) On the terms and conditions set forth in this Agreement, each Bank severally agrees herein and subject to make Committed Credit Loans to each Borrower from time to time on any Banking Day during the period from the date hereof to but not including the Expiration Date, as may be requested by such Borrower in accordance with Section 2.04 hereof, in an aggregate amount not to exceed at any one time outstanding the amount of such Bank's Commitment. Each Committed Credit Loan made by the Banks to a Borrower hereunder shall be in an amount of $1,000,000 or an integral multiple thereof; PROVIDED that (i) at no time shall any Bank be obligated to fund or maintain Committed Credit Loans in excess of such Bank's Commitment; (ii) at no time shall State Street Bank be obligated to fund or maintain Committed Credit Loans to the extent that the principal amount of such Committed Credit Loans, together with the aggregate principal amount of Swing Line Loans outstanding to the Borrowers hereunder, exceeds State Street Bank's Commitment; (iii) at no time shall the aggregate outstanding principal amount of all Committed Credit Loans made to the Borrowers hereunder exceed the Maximum Committed Credit Amount; (iv) at no time shall the aggregate outstanding principal amount of all Loans made to the Borrowers hereunder exceed the Maximum Credit Amount; and (v) at no time shall the aggregate outstanding principal amount of all Loans made to any Borrower hereunder exceed such Borrower's Borrowing Base. Each request for a Committed Credit Loan by a Borrower shall constitute a representation by such Borrower that the conditions set forth in Section 6.02 hereof have been satisfied 7.01 hereof, Lender shall, on the date of such requestTranche A Funding Date, make a loan hereunder to Borrower in a principal amount equal to the Tranche A Commitment. Within the limits The Tranche A Commitment shall automatically terminate upon funding of the provisions Tranche A Loan on the Tranche A Funding Date. CERTAIN CONFIDENTIAL PORTIONS OF THIS EXHIBIT WERE OMITTED AND REPLACED WITH “[***]”. A COMPLETE VERSION OF THIS EXHIBIT HAS BEEN FILED SEPARATELY WITH THE SECRETARY OF THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO AN APPLICATION REQUESTING CONFIDENTIAL TREATMENT UNDER RULE 406 PROMULGATED UNDER THE SECURITIES ACT OF 1933, AS AMENDED. (b) On the terms and conditions set forth herein and subject to the conditions set forth in Section 7.02 hereof, Lender shall, on the Tranche B Funding Date, make a loan hereunder to Borrower in a principal amount equal to the Tranche B Commitment. The Tranche B Commitment shall automatically terminate on the earliest to occur of: (i) the Tranche B Funding Date, (ii) the Tranche B Commitment Expiration Time (regardless of this Section 2.01whether the Tranche B Loan has been funded at such time), each Borrower may borrow, prepay (iii) the occurrence of a Change of Control (whether or not Lender has demanded prepayment pursuant to Section 4.013.02(b)); (iv) the occurrence of an Acceleration Event; and (v) delivery of a Notice of Optional Prepayment in respect of all or part of the Tranche A Loan. (c) Lender’s commitment to lend hereunder is not revolving in nature, and reborrow under this Section 2.01any amount of the Loans repaid or prepaid may not be reborrowed. For the avoidance of doubt, Lender shall in no event be required to make a loan for less than the full Tranche B Commitment on the Tranche B Funding Date.

Commitment to Lend. Subject to the terms and conditions set forth in this Credit Agreement, each Bank of the Banks severally agrees to make Committed Credit Loans lend to each any Borrower and any Borrower may borrow, repay, and reborrow from time to time on any Banking Day during between the period from Closing Date and the date hereof to but not including the Expiration Date, as may be requested Revolving Credit Loan Maturity Date upon notice by such Borrower to the Agent given in accordance with Section 2.04 ss.2.6, such sums, in Dollars and/or at any Borrower's option from time to time, subject to ss.2.9 hereof, in an Optional Currency, as are requested by the Borrower up to a maximum aggregate amount not outstanding (after giving effect to exceed all amounts requested) at any one time outstanding the amount of equal to such Bank's Commitment. Each Committed Credit Loan made by the Banks to a Borrower hereunder shall be in an amount of $1,000,000 or an integral multiple thereof; PROVIDED that (i) at no time shall any Bank be obligated to fund or maintain Committed Credit Loans in excess of Commitment minus such Bank's Commitment; (ii) at no time shall State Street Bank be obligated to fund or maintain Committed Commitment Percentage of the sum of the Maximum Drawing Amount, all Unpaid Reimbursement Obligations and the Maximum Overdraft Amount, provided that the sum of the outstanding amount of the Revolving Credit Loans (after giving effect to all amounts requested) plus the extent that Maximum Overdraft Amount, plus the principal amount of such Committed Maximum Drawing Amount and all Unpaid Reimbursement Obligations shall not at any time exceed the Total Commitment. The Revolving Credit Loans, together Loans shall be made pro rata in accordance with the aggregate principal amount of Swing Line Loans outstanding to the Borrowers hereunder, exceeds State Street each Bank's Commitment; (iii) at no time shall the aggregate outstanding principal amount of all Committed Credit Loans made to the Borrowers hereunder exceed the Maximum Committed Credit Amount; (iv) at no time shall the aggregate outstanding principal amount of all Loans made to the Borrowers hereunder exceed the Maximum Credit Amount; and (v) at no time shall the aggregate outstanding principal amount of all Loans made to any Borrower hereunder exceed such Borrower's Borrowing BaseCommitment Percentage. Each request for a Committed Revolving Credit Loan by a Borrower and each utilization of the Overdraft Facility hereunder shall constitute a representation and warranty by such the Borrower that the conditions set forth in Section 6.02 hereof ss.11 and ss.12, in the case of the initial Revolving Credit Loans to be made, and the utilizations of the Overdraft Facility, on the Closing Date, and ss.12, in the case of all other Revolving Credit Loans and utilizations of the Overdraft Facility, have been satisfied on the date of such request. Within the limits of the provisions of this Section 2.01, each Borrower may borrow, prepay pursuant to Section 4.01Each Base Rate Loan shall be denominated in Dollars, and reborrow under this Section 2.01each Eurocurrency Rate Loan shall be denominated in Dollars or, subject to ss.2.9 hereof, in an Optional Currency.

Commitment to Lend. Subject Each Committed Lender severally agrees, subject to the Agent’s determination that the terms and conditions of Sections 2.02 and 4.03 applicable to any Funding Date have been (i) satisfied or, (ii) solely to the extent permitted by the last sentence of this clause (a) temporarily waived by the Agent, which waiver shall last for a period of no longer than 5 Business Days, or, (iii) in all other cases, waived by the Agent and all of the Lenders, and on the other terms and conditions set forth in this Agreement, each Bank severally agrees to make Committed Credit Loans to the Borrower pursuant to this Section 2.01 on each Funding Date during the Availability Period 739866994 17557858 45 Fifth Amended and Restated Warehouse Loan Agreement in order to fund the acquisition of Railcars and related Leases by the Borrower from time to time on such Funding Date. The Loans advanced on any Banking Day during the period from the date hereof Funding Date with respect to but not including the Expiration Date, as may be requested by such Borrower in accordance with Section 2.04 hereof, in an aggregate amount not to exceed at any one time outstanding the amount of such Bank's Commitment. Each Committed Credit Loan made by the Banks to a Borrower hereunder Railcars and related Leases shall be in an amount of $1,000,000 or an integral multiple thereof; PROVIDED that not: (i) at no time shall in the case of any Bank be obligated Committed Lender, exceed (after giving effect to fund or maintain Committed Credit all Loans in excess of such Bank's Committed Lender and any Conduit Lender designated by such Committed Lender repaid concurrently with the making of such Loans) its Available Commitment; (ii) at no time shall State Street Bank exceed the lesser of (A) the Unused Committed Amount and (B) the sum of (1) the product of: (x) the Maximum Advance Rate, or up to 100.00% if the aggregate amount of the Loans which would be obligated outstanding, after giving effect to fund or maintain Committed Credit the Loans to be advanced on such Funding Date is equal to or less than the extent Borrowing Base; and (y) the Aggregate FMV with respect to all the Eligible Railcars to be added to the Portfolio on such Funding Date and that are subject to a Net Lease or a Full Service Lease on such Funding Date; plus (2) the principal product of: (x) 50.00%, or up to 100.00% if the aggregate amount of the Loans which would be outstanding, after giving effect to the Loans to be advanced on such Committed Credit Loans, together Funding Date is equal to or less than the Borrowing Base; and (y) the Aggregate FMV with respect to all the Eligible Railcars to be added to the Portfolio on such Funding Date and that are not subject to a Net Lease or a Full Service Lease on such Funding Date; or (iii) when added to the aggregate amount of the Loans then outstanding (after giving effect to all Loans repaid concurrently with the making of such Loans), exceed the lesser of (A) the Committed Amount and (B) the Borrowing Base (after giving effect to the addition to and/or removal of the respective Aggregate FMV of any Eligible Railcars to be added to or removed from the Portfolio on such Funding Date). Each Borrowing shall be in a minimum aggregate principal amount of Swing Line Loans outstanding $5,000,000, in the case of the first Borrowing hereunder, or $1,000,000, in the case of subsequent Borrowings, and shall be made from the several Committed Lenders ratably in proportion to their respective Commitments. The Lenders have no obligation to make any Loan hereunder except as expressly set forth in this Agreement. Within the foregoing limits, the Borrower may borrow under this Section 2.01, repay, or, to the Borrowers hereunderextent permitted by Section 2.07, exceeds State Street Bank's Commitment; (iii) at no time shall prepay, Loans and reborrow under this Section 2.01. In connection with the aggregate outstanding principal amount of all Committed Credit Loans made to transactions on any Funding Date, the Borrowers hereunder exceed Agent may in its sole discretion grant the Maximum Committed Credit Amount; (iv) at no time shall the aggregate outstanding principal amount of all Loans made to the Borrowers hereunder exceed the Maximum Credit Amount; and (v) at no time shall the aggregate outstanding principal amount of all Loans made to any Borrower hereunder exceed such Borrower's Borrowing Base. Each request a temporary waiver for a Committed Credit Loan by specified period of time (which, for the avoidance of doubt, shall last for a Borrower shall constitute a representation by such Borrower that period of no longer than 5 Business Days) to perform its obligations under clauses (i) or (ii) of the penultimate sentence of clause (c) of Section 2.02 and to fulfill the conditions set forth in Section 6.02 hereof have been satisfied on the date of such request. Within the limits of the provisions of this Section 2.014.03 (other than clauses (a), each Borrower may borrow(b), prepay pursuant to Section 4.01(c), and reborrow under this Section 2.01(d), (f), (g), (m), or (n) thereof).

Commitment to Lend. Subject (a) Each Committed Lender severally agrees, subject to the Agent’s determination that the terms and conditions of Sections 2.02 and 4.03 applicable to any Funding Date have been (i) satisfied or, (ii) solely to the extent permitted by the last sentence of this clause (a) temporarily waived by the Agent or, (iii) in all other cases, waived by the Agent and all of the Lenders, and on the other terms and conditions set forth in this Agreement, each Bank severally agrees to make Committed Credit Loans to the Borrower pursuant to this Section 2.01 on each Funding Date during the Availability Period in order to fund the acquisition of Railcars and related Leases by the Borrower from time to time on such Funding Date. The Loans advanced on any Banking Day during the period from the date hereof Funding Date with respect to but not including the Expiration Date, as may be requested by such Borrower in accordance with Section 2.04 hereof, in an aggregate amount not to exceed at any one time outstanding the amount of such Bank's Commitment. Each Committed Credit Loan made by the Banks to a Borrower hereunder Railcars and related Leases shall be in an amount of $1,000,000 or an integral multiple thereof; PROVIDED that not: (i) at no time shall in the case of any Bank be obligated Committed Lender, exceed (after giving effect to fund or maintain Committed Credit all Loans in excess of such Bank's Committed Lender and any Conduit Lender designated by such Committed Lender repaid concurrently with the making of such Loans) its Available Commitment; (ii) at no time shall State Street Bank be obligated to fund exceed the lesser of (A) the Unused Commitment Amount and (B) the product of the Advance Rate multiplied by the aggregate Fair Market Value of all Eligible Railcars included in such Railcars; or maintain Committed Credit Loans (iii) when added to the extent that the principal aggregate amount of such Committed Credit Loans, together the Loans then outstanding (after giving effect to all Loans repaid concurrently with the making of such Loans), exceed the lesser of (A) the Commitment Amount and (B) the Borrowing Base (after giving effect to the addition to and/or removal of the respective Fair Market Values of any Eligible Railcars to be added to or removed from the Portfolio on such Funding Date). Each Borrowing shall be in a minimum aggregate principal amount of Swing Line Loans outstanding $5,000,000, in the case of the first Borrowing hereunder, or $1,000,000, in the case of subsequent Borrowings, and shall be made from the several Committed Lenders ratably in proportion to their respective Commitments. The Lenders have no obligation to make any Loan hereunder except as expressly set forth in this Agreement. Within the foregoing limits, the Borrower may borrow under this Section 2.01, repay, or, to the Borrowers hereunderextent permitted by Section 2.07, exceeds State Street Bank's Commitment; (iii) at no time shall prepay, Loans and reborrow under this Section 2.01. In connection with the aggregate outstanding principal amount of all Committed Credit Loans made to transactions on any Funding Date, the Borrowers hereunder exceed Agent may in its sole discretion grant the Maximum Committed Credit Amount; (iv) at no time shall the aggregate outstanding principal amount of all Loans made to the Borrowers hereunder exceed the Maximum Credit Amount; and (v) at no time shall the aggregate outstanding principal amount of all Loans made to any Borrower hereunder exceed such Borrower's Borrowing Base. Each request a temporary waiver for a Committed Credit Loan by a Borrower shall constitute a representation by such Borrower that specified period of time to perform its obligations under clauses (i) or (ii) of the penultimate sentence of clause (c) of Section 2.02 and to fulfill the conditions set forth in Section 6.02 hereof have been satisfied 4.03 (other than clauses (b), (c), (d), (g) or (n) thereof). (b) Notwithstanding any other provision of this Agreement which requires Borrowings to be made from the Committed Lenders (or from their related Conduit Lenders) ratably in proportion to the respective Commitments of such Committed Lenders, or which requires payments of principal and interest on the date Loans to be made and allocated, or Loans to be continued or converted, based on Commitment Percentages rather than outstanding principal amounts: (i) if, as a result of any increase in a Committed Lender’s Commitment, its Commitment Percentage is greater than the percentage which the Loans of such request. Within the limits Committed Lender and its related Conduit Lenders constitutes of the provisions aggregate outstanding Loans of this Section 2.01all Lenders, each Borrower may borrowthen any further Borrowing will be made from such Committed Lender and its related Conduit Lenders on a non-pro-rata basis until their outstanding Loans constitute the same percentage of all the outstanding Loans as such Committed Lender’s Commitment Percentage, (ii) payments of principal and interest on the Loans will be made to the Lenders according to the respective outstanding principal amounts of such Loans, prepay pursuant and (iii) outstanding Loans will be continued and converted according to Section 4.01, and reborrow under this Section 2.01their outstanding principal amounts rather than the Committed Percentages of the applicable Lenders.

Commitment to Lend. Subject to the terms and conditions of this Agreement, and in reliance on the representations, warranties and covenants of Borrower set forth in this Agreement, each Bank severally Lender agrees to make Committed Credit Loans loans of funds to each Borrower from time to time on any Banking Day during the period from the date hereof Credit Period on a revolving basis (such loans being collectively hereinafter referred to but not including the Expiration Date, as may be requested by such Borrower in accordance with Section 2.04 hereof"Loans" and each individually as a "Loan"), in an aggregate cumulative total principal amount not to exceed at any one time outstanding hundred thousand (US $100,000) dollars. Lender's obligation to make Loans to Borrower under this Agreement is hereinafter referred to as the amount of such Bank's "Commitment. Each Committed Credit Loan made by ." Notwithstanding the Banks to a Borrower hereunder shall be in an amount of $1,000,000 or an integral multiple thereof; PROVIDED that (i) at no time shall any Bank foregoing, Lender will not be obligated to fund or maintain Committed Credit Loans make a Loan to Borrower unless and until Borrower executes and delivers to Lender a Note (as defined in excess of such Bank's Commitment; (iiSection 2.2) at no time shall State Street Bank be obligated to fund or maintain Committed Credit Loans to the extent that for the principal amount of such Committed Credit LoansLoan. In addition, together with Lender will not be obligated to advance any Loan to Borrower on or after the aggregate principal amount of Swing Line Loans outstanding Maturity Date, and Lender's obligation to the Borrowers hereunder, exceeds State Street Bank's Commitment; (iii) at no time shall the aggregate outstanding principal amount advance any Loan to Borrower is subject to satisfaction of all Committed Credit Loans made relevant terms and conditions of this Agreement. Notwithstanding the foregoing, Lender will not be obligated to the Borrowers hereunder exceed the Maximum Committed Credit Amount; (iv) at no time shall the aggregate outstanding principal amount make a Loan to Borrower unless and until a Borrower first gives Lender written notice of all Loans made to the Borrowers hereunder exceed the Maximum Credit Amount; and (v) at no time shall the aggregate outstanding principal amount of all Loans made to any Borrower hereunder exceed such Borrower's Borrowing Base. Each request for a Committed Credit Loan hereunder that sets forth the principal amount to the borrowed by Borrower under such requested Loan (a Borrower shall constitute a representation by such Borrower that the conditions set forth in Section 6.02 hereof have been satisfied on "Loan Notice") and the date on which such Loan is requested to be advanced, which date shall not be sooner than five (5) Business Days following Lender's receipt of such request. Within the limits of the provisions of this Section 2.01, each Borrower may borrow, prepay pursuant to Section 4.01, and reborrow under this Section 2.01Loan Notice.

Commitment to Lend. Subject to (a) Upon the terms and subject to the conditions set forth in of this Agreement, each Bank severally agrees to make Committed Credit Loans to each Borrower make, from time to time on any Banking Day during the period from the date hereof to but not including Agreement Date through the Expiration Maturity Date, as may be requested by such one or more Loans to the Borrower in accordance with Section 2.04 hereof, in an aggregate unpaid principal amount not to exceed exceeding at any one time outstanding such Bank's Available Commitment at such time. Subject to Section 2.06 and the amount other terms and conditions of this Agreement, the Loans may, at the option of the Borrower, be made as, and from time to time continued as or converted into, Base Rate Loans or Eurodollar Rate Loans, or any combination thereof. Upon the terms and subject to the conditions of this Agreement, the Borrower may borrow, pay or prepay and reborrow Loans. (b) In the event that the Commitments shall be increased at any time following the effective date of Amendment No. 2 through a post-closing syndication to additional financial institutions, each of which must satisfy the requirements of an Eligible Assignee ("New Banks"), each New Bank shall automatically become a Bank hereunder by executing and delivering to the Agent an Accession and Amendment Agreement; provided, that such New Bank is consented to by the Agent, each Issuing Bank and the Borrower. The Agent shall promptly notify each Bank of any New Bank, such New Bank's Commitment and the Percentage of each Bank after taking into account such New Bank's Commitment. Each Committed Credit Loan made On the effective date of each Accession and Amendment Agreement, each New Bank shall purchase by assignment from the other Banks (and such other Banks shall assign to such New Bank) such portion of the Loans and Unreimbursed Drawings (if any) owing to them as shall be designated by the Banks Agent such that, after giving effect to a Borrower hereunder all such purchases and assignments, the outstanding Loans and Unreimbursed Drawings owing to each Bank shall be in an amount of $1,000,000 or an integral multiple thereof; PROVIDED that (i) at no time shall any Bank be obligated to fund or maintain Committed Credit Loans in excess of equal such Bank's Commitment; (ii) at no time shall State Street Bank be obligated to fund or maintain Committed Credit Loans to Percentage of the extent that the principal aggregate amount of such Committed Credit Loans, together with the aggregate principal amount of Swing Line Loans outstanding and Unreimbursed Drawings owing to the Borrowers hereunder, exceeds State Street Bank's Commitment; (iii) at no time shall the aggregate outstanding principal amount of all Committed Credit Loans made to the Borrowers hereunder exceed the Maximum Committed Credit Amount; (iv) at no time shall the aggregate outstanding principal amount of all Loans made to the Borrowers hereunder exceed the Maximum Credit Amount; and (v) at no time shall the aggregate outstanding principal amount of all Loans made to any Borrower hereunder exceed such Borrower's Borrowing Base. Each request for a Committed Credit Loan by a Borrower shall constitute a representation by such Borrower that the conditions set forth in Section 6.02 hereof have been satisfied on the date of such request. Within the limits of the provisions of this Section 2.01, each Borrower may borrow, prepay pursuant to Section 4.01, and reborrow under this Section 2.01Banks."

Commitment to Lend. Subject to the terms and conditions set forth in this Credit Agreement, each Bank of the Banks severally agrees to make Committed Credit Loans lend to each any Borrower and any Borrower may borrow, repay, and reborrow from time to time on any Banking Day during between the period from Closing Date and the date hereof to but not including the Expiration Date, as may be requested Maturity Date upon notice by such Borrower to the Agent given in accordance with Section 2.04 hereof2.6, such sums, in Dollars and/or at any Borrower's option from time to time, subject to Section 2.9 hereof (including, without limitation, any restrictions arising from currency fluctuations as set forth in Section 2.9.4), in an Optional Currency, as are requested by any Borrower up to a maximum aggregate amount not outstanding (after giving effect to exceed all amounts requested, and including any Bank's participating interest in any Swing Line Loans outstanding) at any one time outstanding the amount of equal to such Bank's Commitment. Each Committed Credit Loan made by the Banks to a Borrower hereunder shall be in an amount of $1,000,000 or an integral multiple thereof; PROVIDED that (i) at no time shall any Bank be obligated to fund or maintain Committed Credit Loans in excess of Commitment minus such Bank's Commitment; (ii) at no time shall State Street Bank be obligated to fund or maintain Committed Commitment Percentage of the sum of the Maximum Drawing Amount and all Unpaid Reimbursement Obligations, provided that the sum of the outstanding amount of the Revolving Credit Loans (after giving effect to all amounts requested) and the extent that Competitive Bid Loans plus the principal amount of such Committed Maximum Drawing Amount and all Unpaid Reimbursement Obligations shall not at any time exceed the Total Commitment. The Revolving Credit Loans, together Loans shall be made pro rata in accordance with the aggregate principal amount of Swing Line Loans outstanding to the Borrowers hereunder, exceeds State Street each Bank's Commitment; (iii) at no time shall the aggregate outstanding principal amount of all Committed Credit Loans made to the Borrowers hereunder exceed the Maximum Committed Credit Amount; (iv) at no time shall the aggregate outstanding principal amount of all Loans made to the Borrowers hereunder exceed the Maximum Credit Amount; and (v) at no time shall the aggregate outstanding principal amount of all Loans made to any Borrower hereunder exceed such Borrower's Borrowing BaseCommitment Percentage. Each request for a Committed Revolving Credit Loan by a Borrower hereunder shall constitute a representation and warranty by such Borrower the Borrowers that the conditions set forth in Section 6.02 hereof 12 and Section 13, in the case of the initial Revolving Credit Loans to be made on the Closing Date, and Section 13, in the case of all other Revolving Credit Loans, have been satisfied on the date of such request. Within Each Base Rate Loan shall be denominated in Dollars, and each Eurocurrency Rate Loan shall be denominated in Dollars, or, subject to Section 2.9 hereof, in an Optional Currency. No Foreign Borrower may borrow funds pursuant to a Revolving Credit Loan hereunder in any currency other than (a) the limits currency of the provisions of this Section 2.01, each country in which such Borrower may borrow, prepay pursuant to Section 4.01, is organized and reborrow under this Section 2.01doing business or (b) Dollars.

Commitment to Lend. Subject to (a) Upon the terms and subject to the conditions set forth in of this Agreement, each Bank severally agrees to make Committed Credit Loans lend to each the Borrower from time to time on any Banking Day during such sums that the period Borrower may request, from the date hereof to until but not including the Expiration Termination Date, as may be requested by such Borrower in accordance with Section 2.04 hereof, in an aggregate amount not to exceed at any one time outstanding the amount of such Bank's Commitment. Each Committed Credit Loan made by the Banks to a Borrower hereunder shall be in an amount of $1,000,000 or an integral multiple thereof; PROVIDED that (i) at no time shall any Bank be obligated to fund or maintain Committed Credit Loans in excess of such Bank's Commitment; (ii) at no time shall State Street Bank be obligated to fund or maintain Committed Credit Loans to the extent provided that the principal amount sum of such Committed Credit Loans, together with the aggregate principal amount of Swing Line Loans outstanding to the Borrowers hereunder, exceeds State Street Bank's Commitment; (iii) at no time shall the aggregate outstanding principal amount of all Committed Credit Loans made to the Borrowers hereunder exceed the Maximum Committed Credit Amount; (iv) at no time shall the aggregate outstanding principal amount of all Loans made and L/C Obligations from such Bank (after giving effect to all amounts requested) shall not exceed such Bank's Commitment. LIBOR Rate Loans shall be in the minimum aggregate amount of $300,000 or whole multiples of $100,000 in addition thereto. (b) The Borrower shall give to the Borrowers Agent, written Notice in the form of Exhibit B attached hereto of each Loan requested to be made by each Bank hereunder exceed (a "Loan Request") (i) no later than 12:00 noon, New York time, on the Maximum Credit Amount; proposed Drawdown Date of any Base Rate Loan and (vii) at no time less than three (3) LIBOR Business Days prior to the proposed Drawdown Date of any LIBOR Rate Loan. Each such Notice shall specify (A) the aggregate outstanding principal amount of all Loans made to any Borrower hereunder exceed the Loan requested, (B) the proposed Drawdown Date of such Borrower's Borrowing BaseLoan (which must be a Business Day or a LIBOR Business Day, as the case may be), (C) the Interest Period for such Loan and (D) whether such Loan shall be a Base Rate Loan or a LIBOR Rate Loan. Each request for a Committed Credit Loan by a Request shall be irrevocable and binding on the Borrower and shall constitute a representation by such obligate the Borrower that to accept the Loan requested from the applicable Bank on the proposed Drawdown Date. Subject to the foregoing, so long as the applicable Bank's Commitment is then in effect and the applicable conditions set forth in Section 6.02 7.2 hereof have been satisfied met, such Bank shall advance the amount requested to the Borrower's bank account as designated on the date applicable Loan Request (or such other account as such Bank may designate) in immediately available funds not later than the close of business on such request. Within the limits Drawdown Date. (c) The obligation of the provisions Borrower to repay each Bank the principal of this Section 2.01the respective Loans and interest accrued thereon shall be evidenced by a promissory note (a "Note") substantially in the form of Exhibit C attached hereto, each dated as of the date hereof and completed with appropriate insertions. Such Note shall be executed and delivered by the Borrower may borrowand payable to the order of the respective Bank, prepay pursuant in form and substance satisfactory to Section 4.01such Bank, and reborrow under this Section 2.01in a principal amount equal to such Bank's Loan Commitment.

Commitment to Lend. Subject to the terms and conditions set forth in this Credit Agreement, each Bank of the Lenders severally agrees (a) on the Closing Date, to make Committed convert the revolving credit loans and letters of credit outstanding under the Prior Credit Agreement, if any, to Revolving Credit Loans and Letters of Credit under this Credit Agreement and (b) to each lend to the US Borrower and the US Borrower may borrow, repay, and reborrow from time to time on any Banking Day during between the period from Closing Date and the date hereof Maturity Date upon notice by the US Borrower to but not including the Expiration Date, as may be requested by such Borrower Administrative Agent given in accordance with Section 2.04 hereof(Section)2.6, in an such sums as are requested by the US Borrower up to a maximum aggregate principal amount not outstanding (after giving effect to exceed all amounts requested) at any one time outstanding equal to such Lender's Commitment (as such Commitment has been deemed to be reduced by such Lender's Swingline Exposure), minus the amount of such BankLender's Commitment Percentage of the Letter of Credit Obligations; provided, that the Total Revolver Exposure (after giving effect to all amounts requested) does not exceed the Total Commitment. Each Committed The Revolving Credit Loan made by the Banks to a Borrower hereunder Loans shall be made pro rata in an amount of $1,000,000 or an integral multiple thereof; PROVIDED that (i) at no time shall any Bank be obligated to fund or maintain Committed Credit Loans in excess of such Bankaccordance with each Lender's Commitment; (ii) at no time shall State Street Bank be obligated to fund or maintain Committed Credit Loans to the extent that the principal amount of such Committed Credit Loans, together with the aggregate principal amount of Swing Line Loans outstanding to the Borrowers hereunder, exceeds State Street Bank's Commitment; (iii) at no time shall the aggregate outstanding principal amount of all Committed Credit Loans made to the Borrowers hereunder exceed the Maximum Committed Credit Amount; (iv) at no time shall the aggregate outstanding principal amount of all Loans made to the Borrowers hereunder exceed the Maximum Credit Amount; and (v) at no time shall the aggregate outstanding principal amount of all Loans made to any Borrower hereunder exceed such Borrower's Borrowing BaseCommitment Percentage. Each request for a Committed Revolving Credit Loan by a Borrower hereunder shall constitute a representation and warranty by such the US Borrower that the conditions set forth in Section 6.02 hereof (Section)12 and (Section)13 hereof, in the case of the initial Revolving Credit Loans to be made on the Closing Date, and (Section)13 hereof, in the case of all other Revolving Credit Loans, have been satisfied on the date of such request. Within the limits of the provisions of this Section 2.01, each Borrower may borrow, prepay pursuant to Section 4.01, and reborrow under this Section 2.01.

Commitment to Lend. Subject to the terms and conditions set forth in this Agreement, each Bank of the Banks severally agrees to make Committed Credit Loans lend to each Borrower the Borrowers and the Borrowers may borrow, repay, and reborrow from time to time on any Banking Day during between the period from Closing Date and the date hereof Maturity Date upon notice by the Borrowers to but not including the Expiration Date, as may be requested by such Borrower Administrative Agent given in accordance with Section 2.04 hereofSECTION 2.6, in an such sums as are requested by the Borrowers up to a maximum aggregate principal amount not outstanding (after giving effect to exceed all amounts requested) at any one time outstanding the amount of equal to such Bank's Commitment. Each Committed Credit Loan made by , minus such Bank's Commitment Percentage of the Banks sum of the Maximum Drawing Amount and all Unpaid Reimbursement Obligations; provided that after giving effect to a Borrower hereunder shall be in an amount of $1,000,000 or an integral multiple thereof; PROVIDED that all amounts requested (i) the sum of the outstanding amount of the Loans plus the Maximum Drawing Amount and all Unpaid Reimbursement Obligations shall not at no any time shall any Bank be obligated exceed the lesser of (a) the Total Commitment and (b) the amount to fund or maintain Committed Credit Loans which the Borrowers' secured Obligations are limited as set forth in excess of such Bank's Commitmentthe proviso contained in SECTION 6 hereof; and (ii) at no time shall State Street Bank be obligated to fund or maintain Committed Credit Loans to the extent that the principal amount of such Committed Credit Loans, together Borrowers are in compliance with the aggregate principal amount of Swing Line covenant contained in SECTION 10.4 hereof. The Loans outstanding to the Borrowers hereunder, exceeds State Street shall be made pro rata in accordance with each Bank's Commitment; (iii) at no time shall the aggregate outstanding principal amount of all Committed Credit Loans made to the Borrowers hereunder exceed the Maximum Committed Credit Amount; (iv) at no time shall the aggregate outstanding principal amount of all Loans made to the Borrowers hereunder exceed the Maximum Credit Amount; and (v) at no time shall the aggregate outstanding principal amount of all Loans made to any Borrower hereunder exceed such Borrower's Borrowing BaseCommitment Percentage. Each request for a Committed Credit Loan by a Borrower hereunder shall constitute a representation and warranty by such Borrower the Borrowers that the conditions set forth in Section 6.02 hereof SECTION 11 and SECTION 12 hereof, in the case of the initial Loans to be made on the Closing Date, and SECTION 12 hereof, in the case of all other Loans, have been satisfied on the date of such request. Within the limits The parties hereto hereby agree that, on and as of the provisions of this Section 2.01Closing Date, each Borrower may borrow, prepay pursuant to Section 4.01, and reborrow the loans outstanding under this Section 2.01the Existing Credit Agreement shall become Loans hereunder.

Commitment to Lend. (a) Subject to the terms and conditions set forth in this Credit Agreement, each Bank of the Lenders severally agrees to make Committed Credit Loans lend to each Borrower the Borrowers, or either of them, and the Borrowers, or either of them, may borrow, repay, and reborrow from time to time on any Banking Day during between the period from Closing Date and the date hereof Maturity Date upon notice by the Borrowers, or either of them, to but not including the Expiration Date, as may be requested by such Borrower Agent given in accordance with Section 2.04 hereof2.6, in an such sums as are requested by the Borrowers, or either of them, up to a maximum aggregate amount not outstanding (after giving effect to exceed all amounts requested) at any one time equal to such Lender's Commitment minus such Lender's Commitment Percentage of the sum of the Maximum Drawing Amount and all Unpaid Reimbursement Obligations, provided that the sum of the outstanding the amount of such Bank's the Loans (after giving effect to all amounts requested) plus the Maximum Drawing Amount and all Unpaid Reimbursement Obligations shall not at any time exceed the Total Commitment. Each Committed Credit Loan made by the Banks to a Borrower hereunder The Loans shall be made pro rata in an amount of $1,000,000 or an integral multiple thereof; PROVIDED that (i) at no time shall any Bank be obligated to fund or maintain Committed Credit Loans in excess of such Bankaccordance with each Lender's Commitment; (ii) at no time shall State Street Bank be obligated to fund or maintain Committed Credit Loans to the extent that the principal amount of such Committed Credit Loans, together with the aggregate principal amount of Swing Line Loans outstanding to the Borrowers hereunder, exceeds State Street Bank's Commitment; (iii) at no time shall the aggregate outstanding principal amount of all Committed Credit Loans made to the Borrowers hereunder exceed the Maximum Committed Credit Amount; (iv) at no time shall the aggregate outstanding principal amount of all Loans made to the Borrowers hereunder exceed the Maximum Credit Amount; and (v) at no time shall the aggregate outstanding principal amount of all Loans made to any Borrower hereunder exceed such Borrower's Borrowing BaseCommitment Percentage. Each request for a Committed Credit Loan by a Borrower hereunder shall constitute a representation and warranty by such Borrower the Borrowers that the conditions set forth in Section 6.02 hereof 10 and Section 11, in the case of the initial Loans to be made on the Closing Date, and Section 11, in the case of all other Loans, have been satisfied on the date of such request. Within . (b) and other amounts owing to them under the limits of the provisions of this Section 2.01, each Borrower may borrow, prepay Loan Documents in connection with such assignment pursuant to Section 4.0118 hereof, and reborrow under this with the registration fee payable pursuant to Section 2.0118.3 hereof in connection with such assignment to be payable by the Borrowers), then the Maturity Date shall be deemed to be March 31, 2001 for all purposes hereunder. A consent, if any, or refusal, to the extension of the Maturity Date shall be given by each of the Lenders no later than sixty (60) days after the Extension Request Date, provided that if any Lender does not respond to the Borrowers' request on or prior to sixty (60) days after the Extension Request Date, such Lender shall be deemed to have refused such request to extend the Maturity Date.

Commitment to Lend. Subject to the terms and conditions set forth in this Credit Agreement, each Bank of the Banks severally agrees to make Committed Credit Loans lend to each any Revolver Borrower and any Revolver Borrower may borrow, repay, and reborrow from time to time on any Banking Day during between the period from Closing Date and the date hereof to but not including the Expiration Date, as may be requested Revolving Credit Loan Maturity Date upon notice by such Revolver Borrower to the Agent given in accordance with Section 2.04 ss.2.6, such sums, in Dollars and/or at any Revolver Borrower's option from time to time, subject to ss.2.9 hereof, in an Optional Currency, as are requested by any Revolver Borrower up to a maximum aggregate amount not outstanding (after giving effect to exceed all amounts requested) at any one time outstanding the amount of equal to such Bank's Commitment. Each Committed Credit Loan made by Commitment minus such Bank's Commitment Percentage of the Banks to a Borrower hereunder shall be in an sum of the Maximum Drawing Amount, all Unpaid Reimbursement Obligations and the Total Overdraft Usage, provided that the Dollar Equivalent of the sum of the outstanding amount of $1,000,000 or an integral multiple thereof; PROVIDED that the Revolving Credit Loans (after giving effect to all amounts requested), including the Total Overdraft Usage, plus the Maximum Drawing Amount and all Unpaid Reimbursement Obligations shall not at any time exceed the lesser of the (i) at no time shall any Bank be obligated to fund or maintain Committed Credit Loans in excess of such Bank's Commitment; Total Commitment and (ii) at no time shall State Street Bank be obligated to fund or maintain Committed Credit Loans to the extent Borrowing Base; provided, further, that the principal Dollar Equivalent of the sum of the outstanding amount of such Committed the Revolving Credit Loans, together with the aggregate principal amount of Swing Line Loans outstanding to the UK Borrowers hereunder(after giving effect to all amounts requested), exceeds State Street including the Total Overdraft Usage, plus the Maximum Drawing Amounts and Unpaid Reimbursement Obligations applicable to Letters of Credit issued for the account of the UK Borrowers shall not at any time exceed $25,000,000 (the "UK Borrower Sublimit"). Except as expressly provided otherwise in ss.2.10, the Revolving Credit Loans shall be made pro rata in accordance with each Bank's Commitment; (iii) at no time shall the aggregate outstanding principal amount of all Committed Credit Loans made to the Borrowers hereunder exceed the Maximum Committed Credit Amount; (iv) at no time shall the aggregate outstanding principal amount of all Loans made to the Borrowers hereunder exceed the Maximum Credit Amount; and (v) at no time shall the aggregate outstanding principal amount of all Loans made to any Borrower hereunder exceed such Borrower's Borrowing BaseCommitment Percentage. Each request for a Committed Revolving Credit Loan by a Borrower and each utilization of the Overdraft Facility hereunder shall constitute a representation and warranty by such Borrower the Borrowers that the conditions set forth in Section 6.02 hereof ss.13 and ss.14, in the case of the initial Revolving Credit Loans to be made, and the utilizations of the Overdraft Facility, on the Closing Date, and ss.14, in the case of all other Revolving Credit Loans and utilizations of the Overdraft Facility, have been satisfied on the date of such request. Within the limits of the provisions of this Section 2.01, each Borrower may borrow, prepay pursuant to Section 4.01Each Base Rate Loan shall be denominated in Dollars, and reborrow under this Section 2.01each Eurocurrency Rate Loan shall be denominated in Dollars or, subject to ss.2.9 hereof, in an Optional Currency.

Commitment to Lend. Subject to the terms and conditions set forth in this Credit Agreement, each Bank of the Lenders severally agrees to make Committed Credit Loans lend to each Borrower the Borrowers and the Borrowers may borrow, repay, and reborrow from time to time on any Banking Day during the period from the date hereof Closing Date up to but not including the Expiration Date, as may be requested Maturity Date upon notice by such Borrower the Borrowers to the Administrative Agent given in accordance with Section 2.04 2.1.2, such sums in Dollars and/or, at the Borrowers' option from time to time, subject to Section 2.10 hereof, in an Optional Currency as are requested by the Borrowers up to a maximum aggregate amount not outstanding (after giving effect to exceed all amounts requested) at any one time outstanding the amount of equal to such BankLender's Commitment. Each Committed Credit Loan made , as such Commitment has been deemed to be reduced by such Lender's Commitment Percentage of the Banks Dollar Equivalent of outstanding Swingline Loans and such Lender's LC Exposure, provided that (a) the Dollar Equivalent of the Total Facility Usage (after giving affect to a Borrower hereunder all amounts requested) shall be in an amount not exceed the lesser of $1,000,000 or an integral multiple thereof; PROVIDED that (i) at no time shall any Bank be obligated to fund the Total Commitment or maintain Committed Credit Loans in excess of such Bank's Commitment; (ii) at no time the Aggregate Borrowing Base as then in effect, (b) the sum of the Dollar Equivalent of (x) the Co-Borrower Loans outstanding (after giving effect to all amounts requested), plus (y) the LC Exposure in respect of Letters of Credit issued for the account of the Co-Borrowers, plus (z) the Swingline Loans outstanding, shall State Street Bank be obligated not exceed the lesser of (x) the Total Commitment or (y) the Domestic Borrowing Base as then in effect and (c) the Dollar Equivalent of the Australian Loans and the UK Loans (after giving effect to fund or maintain Committed all amounts requested) and the LC Exposure in respect of Letters of Credit issued for the account of the UK Borrower and/or the Australian Borrower shall not exceed the Foreign Sublimit. The Revolving Credit Loans to the extent that the principal amount of such Committed Credit Loans, together shall be made pro rata in accordance with the aggregate principal amount of Swing Line Loans outstanding to the Borrowers hereunder, exceeds State Street Bankeach Lender's Commitment; (iii) at no time shall the aggregate outstanding principal amount of all Committed Credit Loans made to the Borrowers hereunder exceed the Maximum Committed Credit Amount; (iv) at no time shall the aggregate outstanding principal amount of all Loans made to the Borrowers hereunder exceed the Maximum Credit Amount; and (v) at no time shall the aggregate outstanding principal amount of all Loans made to any Borrower hereunder exceed such Borrower's Borrowing BaseCommitment Percentage. Each request for a Committed Revolving Credit Loan by a Borrower hereunder shall constitute a representation and warranty by such the applicable Borrower or, as the case may be, Borrowers that the conditions set forth above and in Section 6.02 hereof 11 and Section 12, in the case of the initial Revolving Credit Loans to be made on the Closing Date, and Section 12, in the case of all other Revolving Credit Loans, have been satisfied on the date of such request. Within the limits of the provisions of this Section 2.01, each Borrower may borrow, prepay pursuant to Section 4.01, and reborrow under this Section 2.01.

Commitment to Lend. Subject to the provisions of (S)2.4 ------------------ and the other terms and conditions set forth in this Agreement, each Bank of the Banks severally agrees to make Committed Credit Loans lend to the Borrower, and the Borrower may borrow, repay, and reborrow from each Borrower Bank from time to time on any Banking Day during between the period from Closing Date and the date hereof Maturity Date upon notice by the Borrower to but not including the Expiration Date, as may be requested by such Borrower Agent (with copies to the Agent for each Bank) given in accordance with Section 2.04 (S)2.4 hereof, in an such sums as are requested by the Borrower up to a maximum aggregate principal amount not outstanding (after giving effect to exceed all amounts requested) at any one time outstanding the amount of equal to such Bank's Commitment. Each Committed Credit Loan made Commitment minus an amount equal to such Bank's Commitment ----- Percentage multiplied by the Banks to a Borrower hereunder shall be in an Maximum Drawing Amount; provided that the sum of ---------- -------- the outstanding amount of $1,000,000 or an integral multiple thereof; PROVIDED that the Revolving Credit Loans (after giving effect to all amounts requested) plus, without double-counting the portion, if any, of any ---- Letter of Credit which is drawn and included in the Revolving Credit Loans, all outstanding Reimbursement Obligations shall not at any time exceed the lesser of (i) at no time shall any Bank be obligated to fund or maintain Committed Credit Loans in excess of such Bank's Commitment; the Total Commitment and (ii) the Borrowing Base Availability at no such time, and provided, further, that at the time the Borrower requests a Revolving Credit -------- ------- Loan and after giving effect to the making thereof: (i) in the case of any borrowing, all of the conditions in (S)13 (and in the case of any initial borrowing, also the conditions in (S)12) have been met at the time of such request, and (ii) there has not occurred and is not continuing (or will not occur by reason of) any Default or Event of Default; it being acknowledged and agreed that the Borrower shall State Street Bank be obligated permitted to fund request and borrow Loans if a Non-Material Breach (rather than a Default or maintain Committed Event of Default) exists, provided -------- that in the event that such Non-Material Breach relates to a Real Estate Asset forming part of the Borrowing Base at such time, such Real Estate Asset shall be excluded from the calculation of Borrowing Base Availability for all purposes in the compliance certificate accompanying any Completed Loan Request. The Revolving Credit Loans to the extent that the principal amount of such Committed Credit Loans, together shall be made pro rata in accordance with the aggregate principal amount of Swing Line Loans outstanding to the Borrowers hereunder, exceeds State Street --- ---- each Bank's Commitment; (iii) at no time shall the aggregate outstanding principal amount of all Committed Credit Loans made to the Borrowers hereunder exceed the Maximum Committed Credit Amount; (iv) at no time shall the aggregate outstanding principal amount of all Loans made to the Borrowers hereunder exceed the Maximum Credit Amount; and (v) at no time shall the aggregate outstanding principal amount of all Loans made to any Borrower hereunder exceed such Borrower's Borrowing BaseCommitment Percentage. Each request for a Committed Revolving Credit Loan by a Borrower made pursuant to (S)2.4 hereof shall constitute a representation and warranty by such the Borrower that the conditions set forth in Section 6.02 hereof (S)12 have been satisfied (except to the extent any such condition has been waived and/or deferred in writing by the Agent and the required number of Banks) as of the Closing Date and that the conditions set forth in (S)13 have been satisfied (except to the extent any such condition has been waived and/or deferred in writing by the Agent and the required number of Banks) on the date of such request. Within request and will be satisfied (except to the limits extent any such condition has been waived and/or deferred in writing by the Agent and the required number of Banks) on the proposed Drawdown Date of the provisions requested Loan or issuance of this Section 2.01Letter of Credit, each as the case may be, provided that the making of such representation and warranty by the Borrower may borrow, prepay pursuant -------- shall not limit the right of any Bank not to Section 4.01, lend if such conditions have not been met. No Revolving Credit Loan shall be required to be made by any Bank unless (in connection with the initial Revolving Credit Loan or Letter of Credit) all of the conditions contained in (S)12 have been satisfied (except to the extent any such condition has been waived and/or deferred in writing by the Agent and reborrow under this Section 2.01the required number of Banks) as of the Closing Date and unless all of the conditions set forth in (S)13 have been met at the time of any request for a Revolving Credit Loan (except to the extent any such condition has been waived and/or deferred in writing by the Agent and the required number of Banks).

Commitment to Lend. Subject to the terms and conditions set forth in this Credit Agreement, each Bank of the Banks severally agrees to make Committed Credit Loans lend to each the Borrower and the Borrower may borrow, repay and reborrow from time to time on any Banking Day during between the period from Closing Date and the date hereof Maturity Date upon notice by the Borrower to but not including the Expiration Date, as may be requested by such Borrower Agent given in accordance with Section 2.04 hereof2.6, in an such sums as are requested by the Borrower up to a maximum aggregate amount not outstanding (after giving effect to exceed all amounts requested) at any one time outstanding the amount of equal to such Bank's Commitment. Each Committed Revolving Credit Loan made by Commitment minus such Bank's Revolving Credit Commitment Percentage of the Banks to a Borrower hereunder shall be in an amount sum of $1,000,000 or an integral multiple thereof; PROVIDED that (i) at no time shall any Bank be obligated to fund or maintain Committed Credit Loans in excess of such Bank's Commitment; the Maximum Drawing Amount, (ii) at no time shall State Street Bank be obligated to fund or maintain Committed Credit Loans to the extent that the principal amount of such Committed Credit Loans, together with all Unpaid Reimbursement Obligations and (iii) the aggregate principal amount of all Swing Line Loans; provided that the sum of the outstanding amount of the Revolving Credit Loans outstanding (after giving effect to all amounts requested) plus the Borrowers hereunderMaximum Drawing Amount, exceeds State Street Bank's Commitment; (iii) at no time shall all Unpaid Reimbursement Obligations and the aggregate outstanding principal amount of all Committed Swing Line Loans shall not at any time exceed the Total Revolving Credit Commitment. The Revolving Credit Loans shall be made to the Borrowers hereunder exceed the Maximum Committed pro rata in accordance with each Bank's Revolving Credit Amount; (iv) at no time shall the aggregate outstanding principal amount of all Loans made to the Borrowers hereunder exceed the Maximum Credit Amount; and (v) at no time shall the aggregate outstanding principal amount of all Loans made to any Borrower hereunder exceed such Borrower's Borrowing BaseCommitment Percentage. Each request for a Committed Revolving Credit Loan by a Borrower hereunder shall constitute a representation and warranty by such the Borrower that the conditions set forth in Section 6.02 hereof 15 and Section 16, in the case of the initial Revolving Credit Loans to be made on the Closing Date, and Section 16, in the case of all other Revolving Credit Loans, have been satisfied on the date of such request. Within the limits of the provisions of this Section 2.01, each Borrower may borrow, prepay pursuant to Section 4.01, and reborrow under this Section 2.01.

Commitment to Lend. Subject (a) Each Committed Lender severally agrees, subject to the Agent’s determination that the terms and conditions of Sections 2.02 and 4.03 applicable to any Funding Date have been (i) satisfied or, (ii) solely to the extent permitted by the last sentence of this clause (a) temporarily waived by the Agent, which waiver shall last for a period of no longer than 5 Business Days, or, (iii) in all other cases, waived by the Agent and all of the Lenders, and on the other terms and conditions set forth in this Agreement, each Bank severally agrees to make Committed Credit Loans to the Borrower pursuant to this Section 2.01 on each Funding Date during the Availability Period in order to fund the acquisition of Railcars and related Leases by the Borrower from time to time on such Funding Date. The Loans advanced on any Banking Day during the period from the date hereof Funding Date with respect to but not including the Expiration Date, as may be requested by such Borrower in accordance with Section 2.04 hereof, in an aggregate amount not to exceed at any one time outstanding the amount of such Bank's Commitment. Each Committed Credit Loan made by the Banks to a Borrower hereunder Railcars and related Leases shall be in an amount of $1,000,000 or an integral multiple thereof; PROVIDED that not: (i) at no time shall in the case of any Bank be obligated Committed Lender, exceed (after giving effect to fund or maintain Committed Credit all Loans in excess of such Bank's Committed Lender and any Conduit Lender designated by such Committed Lender repaid concurrently with the making of such Loans) its Available Commitment; (ii) at no time shall State Street Bank be obligated to fund exceed the lesser of (A) the Unused Commitment Amount and (B) the product of the applicable Advance Rate multiplied by the aggregate Fair Market Value of all Eligible Railcars included in such Railcars; or maintain Committed Credit Loans (iii) when added to the extent that the principal aggregate amount of such Committed Credit Loans, together the Loans then outstanding (after giving effect to all Loans repaid concurrently with the making of such Loans), exceed the lesser of (A) the Commitment Amount and (B) the Borrowing Base (after giving effect to the addition to and/or removal of the respective Fair Market Values of any Eligible Railcars to be added to or removed from the Portfolio on such Funding Date). Each Borrowing shall be in a minimum aggregate principal amount of Swing Line Loans outstanding $5,000,000, in the case of the first Borrowing hereunder, or $1,000,000, in the case of subsequent Borrowings, and shall be made from the several Committed Lenders ratably in proportion to their respective Commitments. The Lenders have no obligation to make any Loan hereunder except as expressly set forth in this Agreement. Within the foregoing limits, the Borrower may borrow under this Section 2.01, repay, or, to the Borrowers hereunderextent permitted by Section 2.07, exceeds State Street Bank's Commitment; (iii) at no time shall prepay, Loans and reborrow under this Section 2.01. In connection with the aggregate outstanding principal amount of all Committed Credit Loans made to transactions on any Funding Date, the Borrowers hereunder exceed Agent may in its sole discretion grant the Maximum Committed Credit Amount; (iv) at no time shall the aggregate outstanding principal amount of all Loans made to the Borrowers hereunder exceed the Maximum Credit Amount; and (v) at no time shall the aggregate outstanding principal amount of all Loans made to any Borrower hereunder exceed such Borrower's Borrowing Base. Each request a temporary waiver for a Committed Credit Loan by specified period of time (which, for the avoidance of doubt, shall last for a Borrower shall constitute a representation by such Borrower that period of no longer than 5 Business Days) to perform its obligations under clauses (i) or (ii) of the penultimate sentence of clause (c) of Section 2.02 and to fulfill the conditions set forth in Section 6.02 hereof have been satisfied 4.03 (other than clauses (a), (b), (c), (d), (f), (g), (m), or (n) thereof). (b) Notwithstanding any other provision of this Agreement which requires Borrowings to be made from the Committed Lenders (or from their related Conduit Lenders) ratably in proportion to the respective Commitments of such Committed Lenders, or which requires payments of principal and interest on the date Loans to be made and allocated, or Loans to be continued or converted, based on Commitment Percentages rather than outstanding principal amounts: (i) if, as a result of any increase in a Committed Lender’s Commitment, its Commitment Percentage is greater than the percentage which the Loans of such request. Within the limits Committed Lender and its related Conduit Lenders constitutes of the provisions aggregate outstanding Loans of this Section 2.01all Lenders, each Borrower may borrowthen any further Borrowing will be made from such Committed Lender and its related Conduit Lenders on a non-pro-rata basis until their outstanding Loans constitute the same percentage of all the outstanding Loans as such Committed Lender’s Commitment Percentage, (ii) payments of principal and interest on the Loans will be made to the Lenders according to the respective outstanding principal amounts of such Loans, prepay pursuant and (iii) outstanding Loans will be continued and converted according to Section 4.01, and reborrow under this Section 2.01their outstanding principal amounts rather than the Committed Percentages of the applicable Lenders.

Commitment to Lend. Subject to the terms and conditions set forth in this Credit Agreement, each Bank of the Banks severally agrees to make Committed Credit Loans lend to each the Borrower and the Borrower may borrow, repay, and reborrow from time to time on any Banking Day during between the period from Closing Date and the date hereof Tranche A Maturity Date upon notice by the Borrower to but not including the Expiration Date, as may be requested by such Borrower Administrative Agent given in accordance with Section 2.04 2.4 hereof, in an such sums as are requested by the Borrower up to a maximum aggregate principal amount not outstanding (after giving effect to exceed all amounts requested) at any one time equal to the Tranche A Commitment Amount minus the sum of (a) the Maximum Drawing Amount plus (b) all Unpaid Reimbursement Obligations; provided that, with respect to each Bank, the outstanding the amount of the Tranche A Loans (after giving effect to all amounts requested) made by such Bank plus such Bank's Commitment. Each Committed Credit Loan made by Commitment Percentage of the Banks to a Borrower hereunder sum of the Maximum Drawing Amount and all Unpaid Reimbursement Obligations shall be in an amount of $1,000,000 or an integral multiple thereof; PROVIDED that (i) not at no any time shall any Bank be obligated to fund or maintain Committed Credit Loans in excess of exceed such Bank's Commitment; (ii) at no time Commitment Percentage of the Tranche A Commitment Amount. The Tranche A Loans shall State Street be made by each Bank be obligated to fund or maintain Committed Credit Loans to the extent that the principal amount of such Committed Credit Loans, together pro rata in accordance with the aggregate principal amount of Swing Line Loans outstanding to the Borrowers hereunder, exceeds State Street each Bank's Commitment; (iii) at no time shall the aggregate outstanding principal amount applicable Commitment Percentage in respect of all Committed Credit Loans made to the Borrowers hereunder exceed the Maximum Committed Credit Amount; (iv) at no time shall the aggregate outstanding principal amount of all Loans made to the Borrowers hereunder exceed the Maximum Credit Amount; and (v) at no time shall the aggregate outstanding principal amount of all Loans made to any Borrower hereunder exceed such Borrower's Borrowing Base. Tranche A. Each request for a Committed Credit Tranche A Loan by a Borrower hereunder shall constitute a representation and warranty by such the Borrower that the conditions set forth in Sections 12 and 13, in the case of the initial Tranche A Loans, and Section 6.02 hereof 13, in the case of all other Tranche A Loans, have been satisfied on the date of such request. Within the limits of the provisions of this Section 2.01, each Borrower may borrow, prepay pursuant to Section 4.01, and reborrow under this Section 2.01.

Commitment to Lend. Subject to (a) On the terms and subject to the conditions set forth in this Agreementherein, each Bank severally agrees to make Committed Credit Hylsa Tranche A Loans to each Borrower from time to time on any Banking Day Hylsa in one or more (i) General Advances during the period from General Advance Availability Period and (ii) Fiduciary Trust Advances during the date hereof to but not including the Expiration Date, as may be requested by such Borrower in accordance with Section 2.04 hereofFiduciary Trust Advance Availability Period, in an aggregate amount not to exceed, as to all Banks, U.S.$1,097,500,000. (b) On the terms and subject to the conditions set forth herein, each Bank severally agrees to make Hylsa Tranche B Loans to Hylsa in one or more (i) General Advances during the General Advance Availability Period and (ii) Fiduciary Trust Advances during the Fiduciary Trust Advance Availability Period, in an aggregate amount not to exceed, as to all Banks, U.S.$1,097,500,000. (c) On the terms and subject to the conditions set forth herein, each Bank severally agrees to make IMSA Tranche A Loans to Hylsa or, after the IMSA Assumption Date, to IMSA in one or more General Advances during the General Advance Availability Period in an aggregate amount not to exceed, as to all Banks, U.S.$777,500,000. (d) On the terms and subject to the conditions set forth herein, each Bank severally agrees to make IMSA Tranche B Loans to Hylsa or, after the IMSA Assumption Date, to IMSA in one or more General Advances during the General Advance Availability Period in an aggregate amount not to exceed, as to all Banks, U.S.$777,500,000. (e) The aggregate amount of the Hylsa Tranche A Loans, Hylsa Tranche B Loans, IMSA Tranche A Loans and IMSA Tranche B Loans made by each Bank shall not exceed at any one time outstanding the amount of such Bank's ’s Loan Commitment. Each Committed Credit Loan made The Borrowers collectively may not request more than (i) three General Advances with respect to the Hylsa Tranche A Loans, (ii) three General Advances with respect to the Hylsa Tranche B Loans, (iii) three General Advances with respect to the IMSA Tranche A Loans, (iv) three General Advances with respect to the IMSA Tranche B Loans and (v) three Fiduciary Trust Advances. (f) The obligations of the Banks under this Agreement are several but not joint. Failure by any Bank to make such Advances to the applicable Borrower shall not relieve any other Bank of its obligations hereunder or prejudice any rights that such Borrower may have against any Bank as a result of any failure by such Bank to make an Advance hereunder. No Bank shall have any responsibility for any failure by any other Bank to fulfill its obligations hereunder. The obligations of the Banks to a Borrower make Loans hereunder shall be in an amount expire on the Commitment Termination Date. (g) Notwithstanding the foregoing provisions of $1,000,000 or an integral multiple thereof; PROVIDED that this Section 2.1, (i) at no time shall any Bank be obligated to fund or maintain Committed Credit Loans in excess the sum of such Bank's Commitment; (ii) at no time shall State Street Bank be obligated to fund or maintain Committed Credit Loans to the extent that the principal amount of such Committed Credit Loans, together with the aggregate principal amount of Swing Line the Loans outstanding to the Borrowers hereunder, exceeds State Street Bank's Commitment; (iii) at no time shall made hereunder plus the aggregate outstanding principal amount of all Committed Credit Loans term loans made to under the Borrowers hereunder Ternium Loan Agreement shall not in any event exceed U.S.$3,820,000,000, (ii) the Maximum Committed Credit Amount; (iv) at no time shall sum of the aggregate outstanding principal amount of all the Hylsa Loans made to the Borrowers hereunder exceed the Maximum Credit Amount; and (v) at no time shall plus the aggregate outstanding principal amount of all Loans the term loans made to under the Ternium Loan Agreement shall not in any Borrower hereunder event exceed such Borrower's Borrowing Base. Each request for a Committed Credit Loan by a Borrower shall constitute a representation by such Borrower that U.S.$2,265,000,000 and (iii) the conditions set forth in Section 6.02 hereof have been satisfied on the date of such request. Within the limits sum of the provisions aggregate principal amount of this Section 2.01the Hylsa Loans the proceeds of which are used to purchase, each Borrower may borrowsubscribe or otherwise acquire all or a portion of the Convertible Debt and/or fund, prepay pursuant directly or indirectly, the Fiduciary Trust and/or to Section 4.01pay fees and expenses related to the IMSA Transaction plus the aggregate principal amount of the term loans made under the Ternium Loan Agreement the proceeds of which are used to finance, directly or indirectly, all or a portion of the Tender Offer Price (as defined in the Ternium Loan Agreement), make purchases of Controlling Shareholder Shares, fund, directly or indirectly, the Fiduciary Trust and reborrow under this Section 2.01purchase, subscribe or otherwise acquire a portion of the Convertible Debt shall not in any event exceed U.S.$1,800,000,000.

Commitment to Lend. Subject to the provisions of §2.4 and the other terms and conditions set forth in this Agreement, each Bank of the Lenders severally agrees to make Committed Credit Loans lend to the Borrower, and the Borrower may borrow, repay, and reborrow from each Borrower Lender from time to time on any Banking Day during between the period from Closing Date and the date hereof Maturity Date upon notice by the Borrower to but not including the Expiration Date, as may be requested by such Borrower Agent (with copies to the Agent for each Lender) given in accordance with Section 2.04 hereof§2.4, in an such sums as are requested by the Borrower up to a maximum aggregate principal amount not outstanding (after giving effect to exceed all amounts requested) at any one time equal to such Lender’s Commitment minus, without double counting, an amount equal to such Lender’s Commitment Percentage multiplied by the sum of all Reimbursement Obligations to the extent not yet deemed Revolving Credit Loans and the Maximum Drawing Amount; provided that the sum of the outstanding the amount of such Bank's Commitment. Each Committed the Revolving Credit Loan made by Loans (after giving effect to all amounts requested), plus the Banks to a Borrower hereunder Maximum Drawing Amount and, without double counting the portion, if any, of any Letter of Credit which is drawn and included in the Revolving Credit Loans, all outstanding Reimbursement Obligations, shall be in an amount not at any time exceed the lesser of $1,000,000 or an integral multiple thereof; PROVIDED that (i) at no time shall any Bank be obligated to fund or maintain Committed Credit Loans in excess of such Bank's Commitment; the Total Commitment and (ii) the Availability at no such time, and provided, further, that at the time shall State Street Bank be obligated the Borrower requests a Revolving Credit Loan and after giving effect to fund the making thereof: (i) in the case of any borrowing or maintain Committed other extension of credit, all of the conditions in §13 (and in the case of the initial borrowing on the Closing Date, also the conditions in §12) have been met at the time of such request, and (ii) there has not occurred and is not continuing (or will not occur by reason thereof) any Default or Event of Default. The Revolving Credit Loans to the extent that the principal amount of such Committed Credit Loans, together shall be made pro rata in accordance with the aggregate principal amount of Swing Line Loans outstanding to the Borrowers hereunder, exceeds State Street Bank's Commitment; (iii) at no time shall the aggregate outstanding principal amount of all Committed Credit Loans made to the Borrowers hereunder exceed the Maximum Committed Credit Amount; (iv) at no time shall the aggregate outstanding principal amount of all Loans made to the Borrowers hereunder exceed the Maximum Credit Amount; and (v) at no time shall the aggregate outstanding principal amount of all Loans made to any Borrower hereunder exceed such Borrower's Borrowing Baseeach Lender’s Commitment Percentage. Each request for a Committed Revolving Credit Loan by a Borrower made pursuant to §2.4 shall constitute a representation and warranty by such the Borrower that the conditions set forth in Section 6.02 hereof §12 have been satisfied as of the Closing Date and that the conditions set forth in §13 have been satisfied on the date of such request. Within request and will be satisfied on the limits proposed Drawdown Date of the provisions requested Loan or issuance of this Section 2.01Letter of Credit, each as the case may be, provided that the making of such representation and warranty by the Borrower may borrow, prepay pursuant shall not limit the right of any Lender not to Section 4.01lend if such conditions have not been met. No Revolving Credit Loan or other extension of credit shall be required to be made by any Lender unless all of the conditions contained in §12 have been satisfied as of the Closing Date with respect to the initial Revolving Credit Loan or issuance of Letter of Credit, and reborrow under this Section 2.01unless all of the conditions set forth in §13 have been satisfied at the time of any request for a Revolving Credit Loan or other extension of credit and on the Drawdown Date therefor.

Commitment to Lend. Subject to (a) Each of the Banks severally agrees on the terms and subject to the conditions herein set forth in this Agreement, each Bank severally agrees to make Committed Credit Loans to each Borrower from time to time on any Banking Day during the period that from the date hereof to but not including the Expiration Termination Date, it will loan money to the Company in an amount up to the amount of the Bank's Commitment for the term and on the other terms and conditions provided for herein; provided, however, that a Bank shall not be required to make any Revolving Loan which would result in the aggregate amount of its Revolving Loans plus its Applicable Percentage of all outstanding Swingline Loans exceeding its Commitment. The aggregate of all Commitments shall not exceed $600 million, except as may provided in Section 3.02(c) below. Each borrowing of Revolving Loans made by the Company pursuant to this Agreement which bears interest based upon Base Rate or LIBOR shall be requested by such Borrower in accordance with Section 2.04 hereof, in an aggregate amount not to exceed at any one time outstanding of $10.0 million (except the amount of such Bank's Commitment. Each Committed Credit Loan made by the Banks to a Borrower hereunder shall be at least $50.0 million in an amount the case of $1,000,000 one week LIBOR Loans) or an integral multiple thereofof $2.5 million in excess thereof and shall be made from the several Banks ratably in proportion to their respective Commitments. (b) Each of the Swingline Banks severally agrees on the terms and subject to the conditions herein set forth, that from the date hereof to the Termination Date, it will loan money to the Company in an amount up to the amount of its Swingline Commitment, for the term, and on the other terms and conditions provided for herein. Such Swingline Loans, when aggregated with the Swingline Bank's Revolving Loans, may exceed the Swingline Bank's Commitment; PROVIDED provided that (i) at no time shall any Bank be obligated to fund or maintain Committed Credit Loans in excess of such Bank's Commitment; (iia) at no time shall State Street Bank be obligated to fund or maintain Committed Credit Loans to the extent that the principal amount of such Committed Credit Loans, together with the aggregate principal amount of Swing Line Loans outstanding to the Borrowers hereunder, exceeds State Street Bank's Commitment; (iii) at no time shall the aggregate outstanding principal amount of all Committed Credit Loans made to the Borrowers hereunder exceed the Maximum Committed Credit Amount; (iv) at no time shall the aggregate outstanding principal amount sum of all Loans made to the Borrowers hereunder exceed the Maximum Credit Amountcombined Commitments; and (v) at no time shall the aggregate outstanding principal amount of all Loans made to any Borrower hereunder exceed such Borrower's Borrowing Base. Each request for a Committed Credit Loan by a Borrower shall constitute a representation by such Borrower that the conditions set forth in Section 6.02 hereof have been satisfied on the date of such request. Within the limits of the provisions of this Section 2.01, each Borrower may borrow, prepay pursuant to Section 4.01, and reborrow under this Section 2.01.or

Commitment to Lend. Subject to Each Lender severally agrees that it will, during the Revolving Credit Period, on the terms and conditions set forth in this Agreement, each Bank severally agrees lend to make Committed Credit Loans to each Borrower DART, from time to time on any Banking Day during the period from the date hereof to time, amounts up to, but not to exceed, an aggregate principal amount at any one time outstanding equal to its Commitment. Subject to the terms and provisions of this Agreement, including the Expiration Datewithout limitation Article III hereof, each Loan by a Lender under this Section shall be made in its Lender’s Percentage of such amount as may be requested by such Borrower in accordance with Section 2.04 hereof, in an aggregate amount not to exceed at any one time outstanding Authorized Officer or the amount of such Bank's Commitment. Each Committed Credit Loan made by the Banks Issuing and Paying Agent pursuant to a Borrower hereunder Notice of Loan submitted to such Lender. The amount requested in a Notice of Loan to be used to pay the principal of Eligible Notes at maturity shall be in an amount of $1,000,000 or an integral multiple thereof; PROVIDED that not exceed the lesser of (i) at no time shall any Bank an amount equal to the principal of Eligible Notes maturing on the date such amount is requested to be obligated to fund or maintain Committed Credit Loans in excess advanced less the proceeds from the sale of Commercial Paper Notes issued on such Bank's Commitment; date and (ii) the Aggregate Available Principal Component. The amount requested in a Notice of Loan to be used to pay interest accrued on Eligible Notes at no time maturity shall State Street Bank not exceed the lesser of (A) an amount equal to interest accrued on Eligible Notes to be obligated to fund or maintain Committed Credit Loans to repaid with the extent that the principal amount portion of such Committed Credit Loans, together with the aggregate principal amount of Swing Line Loans outstanding to the Borrowers hereunder, exceeds State Street Bank's Commitment; Loan described in clause (iiia)(i) at no time shall the aggregate outstanding principal amount of all Committed Credit Loans made to the Borrowers hereunder exceed the Maximum Committed Credit Amount; (iv) at no time shall the aggregate outstanding principal amount of all Loans made to the Borrowers hereunder exceed the Maximum Credit Amount; and (v) at no time shall the aggregate outstanding principal amount of all Loans made to any Borrower hereunder exceed such Borrower's Borrowing Base. Each request for a Committed Credit Loan by a Borrower shall constitute a representation by such Borrower that the conditions set forth in Section 6.02 hereof have been satisfied on the date of such request. Within the limits of the provisions of this Section 2.01, each Borrower and (B) the Aggregate Available Interest Component. Amounts may borrownot be requested hereunder for any purpose other than the payment of the principal of and interest on Eligible Notes at maturity. DART may borrow under this Section, prepay pursuant to under Section 4.012.07, and reborrow under this Section 2.01at any time and from time to time during the Revolving Credit Period.

Commitment to Lend. Subject to the provisions of ss.2.5 and the other terms and conditions set forth in this Agreement, each Bank of the Lenders severally agrees to make Committed Credit Loans lend to the Borrowers and the Borrowers may borrow, repay, and reborrow from each Borrower Lender from time to time on any Banking Day during the period from the date hereof Closing Date up to but not including the Expiration Date, as may be requested Maturity Date upon notice by such the Borrower Representative to the Agent given in accordance with Section 2.04 ss.2.5 hereof, in an such sums as are requested by the Borrower Representative up to a maximum aggregate principal amount not outstanding (after giving effect to exceed all amounts requested) at any one time equal to such Lender's Commitment minus such Lender's Commitment Percentage of the Maximum Drawing Amount; provided that the sum of the outstanding the amount of the Revolving Credit Loans (after giving effect to all amounts requested) and the Competitive Bid Loans plus the Maximum Drawing Amount shall not at any time exceed the Total Commitment in effect at such Bank's Commitmenttime. Each Committed The Revolving Credit Loan made by the Banks to a Borrower hereunder Loans shall be made pro rata in an amount of $1,000,000 or an integral multiple thereof; PROVIDED that (i) at no time shall any Bank be obligated to fund or maintain Committed Credit Loans in excess of such Bankaccordance with each Lender's Commitment; (ii) at no time shall State Street Bank be obligated to fund or maintain Committed Credit Loans to the extent that the principal amount of such Committed Credit Loans, together with the aggregate principal amount of Swing Line Loans outstanding to the Borrowers hereunder, exceeds State Street Bank's Commitment; (iii) at no time shall the aggregate outstanding principal amount of all Committed Credit Loans made to the Borrowers hereunder exceed the Maximum Committed Credit Amount; (iv) at no time shall the aggregate outstanding principal amount of all Loans made to the Borrowers hereunder exceed the Maximum Credit Amount; and (v) at no time shall the aggregate outstanding principal amount of all Loans made to any Borrower hereunder exceed such Borrower's Borrowing BaseCommitment Percentage. Each request for a Committed Revolving Credit Loan by a Borrower made pursuant to ss.2.5 hereof shall constitute a representation and warranty by such Borrower the Borrowers that the conditions set forth in Section 6.02 hereof ss.10 have been satisfied as of the Closing Date and that the conditions set forth in ss.11 have been satisfied on the date of such requestrequest and will be satisfied on the proposed Drawdown Date of the requested Revolving Credit Loan, provided that the making of such representation and warranty by the Borrowers shall not limit the right of any Lender not to lend if such conditions have not been met. Within No Revolving Credit Loan shall be required to be made by any Lender unless all of the limits conditions contained in ss.10 have been satisfied as of the Closing Date and all of the conditions set forth in ss.11 have been met at the time of any request for a Revolving Credit Loan. Notwithstanding the foregoing, the Borrowers shall be able to borrow under this Agreement during the occurrence of a Default or an Event of Default arising solely from the Borrowers' failure to comply with the provisions of this Section 2.01, each Borrower may borrow, prepay pursuant ss.7.22 if such borrowing is to Section 4.01cure, and reborrow under this Section 2.01will cure, such Default or Event of Default without causing any other Default or Event of Default.

Commitment to Lend. Subject to the provisions of 2.4 and the other terms and conditions set forth in this Agreement, each Bank of the Banks severally agrees to make Committed Credit Loans lend to the Borrower and the Borrower may borrow, repay, and reborrow from each Borrower Bank from time to time on any Banking Day during between the period from Closing Date and the date hereof Maturity Date upon notice by the Borrower to but not including the Expiration Date, as may be requested by such Borrower Agent given in accordance with Section 2.04 2.4 hereof, in an such sums as are requested by the Borrower up to a maximum aggregate principal amount not outstanding (after giving effect to exceed all amounts requested) at any one time outstanding the amount of such Bank's Commitment. Each Committed Credit Loan made by the Banks equal to a Borrower hereunder shall be in an amount of $1,000,000 or an integral multiple thereof; PROVIDED that (i) at no time shall any Bank be obligated to fund or maintain Committed Credit Loans in excess of such Bank's Commitment; (ii) at no time shall State Street Bank be obligated to fund or maintain Committed provided that the sum of the outstanding aggregate amount of the Revolving Credit Loans (after giving effect to all amounts requested) shall not at any time exceed the Borrowing Base at such time. The Borrower agrees that it shall be an Event of Default if at any time the outstanding Revolving Credit Loans exceed the Borrowing Base at such time and such excess is not paid to the extent that Agent on behalf of the principal amount Banks within thirty (30) days of such Committed Credit Loans, together the Agent's request therefor. The Total Commitment of the Banks shall be automatically reduced pro rata in accordance with the aggregate principal amount of Swing Line Loans outstanding to the Borrowers hereunder, exceeds State Street each Bank's Commitment; (iii) at no time shall Commitment Percentage to $35,000,000 on the aggregate anniversary of the Closing Date unless prior to such anniversary the outstanding principal amount balance of all Committed the Revolving Credit Loans shall exceed $35,000,000 at any one time. The Revolving Credit Loans shall be made to the Borrowers hereunder exceed the Maximum Committed Credit Amount; (iv) at no time shall the aggregate outstanding principal amount of all Loans made to the Borrowers hereunder exceed the Maximum Credit Amount; and (v) at no time shall the aggregate outstanding principal amount of all Loans made to any Borrower hereunder exceed such Borrowerpro rata in accordance with each Bank's Borrowing BaseCommitment Percentage. Each request for a Committed Revolving Credit Loan by a Borrower made pursuant to 2.4 hereof shall constitute a representation and warranty by such the Borrower that the conditions set forth in Section 6.02 hereof 10 have been satisfied as of the Closing Date and that the conditions set forth in 11 have been satisfied on the date of such request. Within request and will be satisfied on the limits proposed Drawdown Date of the provisions requested Revolving Credit Loan. No Revolving Credit Loan shall be required to be made by any Bank unless all of this Section 2.01, each Borrower may borrow, prepay pursuant to Section 4.01, the conditions contained in 10 have been satisfied as of the Closing Date and reborrow under this Section 2.01that the conditions set forth in 11 have been met at the time of any request for a Revolving Credit Loan.

Commitment to Lend. Subject Each Committed Lender severally agrees, subject to the Agent’s determination that the terms and conditions of Sections 2.02 and 4.02 applicable to the Closing Date have been (a) satisfied or, (b) in all other cases, waived by the Agent and the Supermajority Lenders, and on the other terms and conditions set forth in this Agreement, each Bank severally agrees to make a loan (relative to a Committed Credit Lender, its “ Loan ”) to the Borrower equal to such Committed Lender’s Commitment Percentage of the aggregate amount of the Borrowing of Loans to each Borrower from time be made on the Closing Date pursuant to time on any Banking Day during this Section 2.01 in a single Borrowing prior to the period from Commitment Termination Date in order to fund the date hereof to but not including the Expiration Date, as may be requested by such Borrower in accordance with Section 2.04 hereof, in an aggregate amount not to exceed at any one time outstanding the amount acquisition of such Bank's Commitment. Each Committed Credit Loan made Railcars and related Leases by the Banks Borrower on the Closing Date. The Loans advanced on the Closing Date with respect to a Borrower hereunder any Railcars and related Leases shall be in an amount of $1,000,000 or an integral multiple thereof; PROVIDED that not: (i) at no time shall any Bank exceed the lesser of (A) the Initial Principal Amount and (B) the product of (x) the Advance Rate multiplied by (y) the Aggregate Original Value of all Eligible Railcars to be obligated added to fund or maintain Committed Credit Loans in excess of such Bank's Commitmentthe Portfolio on the Closing Date; and (ii) at in the case of any Committed Lender, exceed its Commitment. The Borrowing shall be made, severally, from the Committed Lenders in proportion to their respective Commitments. The Committed Lenders have no time shall State Street Bank be obligated obligation to fund or maintain Committed Credit make any Loans hereunder except as expressly set forth in this Agreement. Within the foregoing limits, the Borrower may borrow under this Section 2.01 , repay, or, to the extent that the principal amount of such Committed Credit permitted or required by Section 2.07 , prepay, Loans, together with the aggregate principal amount of Swing Line Loans outstanding to the Borrowers hereunder, exceeds State Street Bank's Commitment; (iii) at no time shall the aggregate outstanding principal amount of all Committed Credit Loans made to the Borrowers hereunder exceed the Maximum Committed Credit Amount; (iv) at no time shall the aggregate outstanding principal amount of all Loans made to the Borrowers hereunder exceed the Maximum Credit Amount; and (v) at no time shall the aggregate outstanding principal amount of all Loans made to any Borrower hereunder exceed such Borrower's Borrowing Base. Each request for a Committed Credit Loan by a Borrower shall constitute a representation by such Borrower that the conditions set forth in Section 6.02 hereof have been satisfied on the date of such request. Within the limits of the provisions of this Section 2.01, each Borrower but may borrow, prepay pursuant to Section 4.01, and not reborrow under this Section 2.012.01 .

Commitment to Lend. Subject to The Lender agrees, on the terms and conditions set forth in this Agreementherein, each Bank severally agrees to make Committed Revolving Credit Loans to each the Borrower from time to time on any Banking Day during before the period from Termination Date; provided that, immediately after each Revolving Credit Loan is made, the date hereof to but not including maximum aggregate outstanding principal amount of Revolving Credit Loans by the Expiration DateLender, as may be requested by such Borrower in accordance with Section 2.04 hereof, in an plus the aggregate amount of the Letter of Credit Obligations shall not to exceed at any one time outstanding the amount of such Bank's the Revolving Credit Commitment. Each Committed Credit Loan made by the Banks to a Borrower hereunder shall be in an amount of $1,000,000 or an integral multiple thereof; PROVIDED that (i) at no time shall any Bank be obligated to fund or maintain Committed Credit Loans in excess of such Bank's Commitment; (ii) at no time shall State Street Bank be obligated to fund or maintain Committed Credit Loans , provided further that, subject to the extent that foregoing limitations, from and after the Closing Date the aggregate principal amount of such Committed all Revolving Credit Loans, together with the aggregate principal amount of Swing Line Loans the Letter of Credit Obligations, at any one time outstanding shall not exceed the Revolving Credit Commitment. (as such figure may be reduced from time to time as provided in this Agreement, the Borrowers hereunder, exceeds State Street Bank's "Commitment; (iii) at no time "). Each Revolving Credit Borrowing that is a Libor Rate Borrowing under this Section shall the be in an aggregate outstanding principal amount of all Committed $500,000 or any larger multiple of $500,000 and each Revolving Credit Loans made to the Borrowers hereunder exceed the Maximum Committed Credit Amount; (iv) at no time Borrowing that is a Base Rate Borrowing under this Section shall the be in an aggregate outstanding principal amount of all Loans made to the Borrowers hereunder exceed the Maximum $500,000 or any larger multiple of $500,000 (except that any such Revolving Credit Amount; and (v) at no time shall Borrowing may be in the aggregate outstanding principal amount of all Loans made to any Borrower hereunder exceed such Borrower's Borrowing Base. Each request for a Committed the Total Unused Revolving Credit Loan by a Borrower shall constitute a representation by such Borrower that the conditions set forth in Section 6.02 hereof have been satisfied on the date of such requestCommitment). Within the limits of foregoing limits, the provisions of this Section 2.01, each Borrower may borrowborrow under this Section, repay or, to the extent permitted by Section 2.10, prepay pursuant to Section 4.01, Loans and reborrow under this Section 2.01at any time before the Termination Date in accordance with this Agreement. Each Revolving Credit Loan shall, at the option of Borrower, be made or continued as, or converted into, a Base Rate Loan or a LIBOR Rate Loan upon the terms set forth herein.

Commitment to Lend. Subject to the terms and conditions set forth in this Agreement, each Bank of the Banks severally agrees to make Committed Credit Loans lend to each Borrower the Borrowers (the "Loans"), and the Borrowers may borrow (and repay and reborrow) from time to time on any Banking Day during between the period from Closing Date and the date hereof to but not including the Expiration Maturity Date, as may be requested upon notice by such Borrower the Borrowers to the Agent given in accordance with Section 2.04 hereof2.6, such sums as are requested by the Borrowers for the purposes set forth in an Section 7.11 (but subject to the limitations set forth in Section 7.11) up to the lesser of (a) a maximum aggregate principal amount not outstanding (after giving effect to exceed all amounts requested and the amount of Letters of Credit Outstanding including Letters of Credit accepted but unpaid) at any one time outstanding the amount of equal to such Bank's Commitment. Each Committed Credit Loan made by Commitment and (b) such Bank's Commitment Percentage of the Banks to a Borrower hereunder shall be in an amount sum of $1,000,000 or an integral multiple thereof; PROVIDED that (i) at no time shall any Bank be obligated to fund or maintain Committed Credit Loans in excess of such Bank's Commitment; the Borrowing Base, LESS (ii) at no time shall State Street Bank be obligated to fund or maintain Committed Credit Loans to the extent that the principal amount of such Committed Credit Loans, together with the aggregate principal amount of Swing Line Loans outstanding to the Borrowers hereunder, exceeds State Street Bank's Commitment; (iii) at no time shall the aggregate outstanding principal amount of the Loans, LESS (iii) fifty percent (50%) of the undrawn amount of Letters of Credit supporting unfunded Project Costs, LESS (iv) fifty percent (50%) of the undrawn amount of Third Party Letters of Credit; PROVIDED, FURTHER, that, in all Committed events no Default or Event of Default shall have occurred and be continuing and the Borrowers shall be in compliance with all covenants as required pursuant to Section 2.6(ii); and PROVIDED, FURTHER, that the outstanding principal amount of the Loans (after giving effect to all amounts requested and the amount of Letters of Credit Outstanding including Letters of Credit accepted but unpaid) shall not at any time exceed the Total Commitment. The Loans shall be made to the Borrowers hereunder exceed the Maximum Committed Credit Amount; (iv) at no time shall the aggregate outstanding principal amount of all Loans made to the Borrowers hereunder exceed the Maximum Credit Amount; and (v) at no time shall the aggregate outstanding principal amount of all Loans made to any Borrower hereunder exceed such BorrowerPRO RATA in accordance with each Bank's Borrowing BaseCommitment Percentage. Each request for a Committed Credit Loan by a Borrower hereunder shall constitute a representation and warranty by such the applicable Borrower that all of the conditions set forth in Section 6.02 hereof 10 and Section 11, in the case of the initial Loan, and Section 11, in the case of all other Loans, have been satisfied on the date of such request. Within No Bank shall have any obligation to make Loans to the limits Borrowers in the maximum aggregate principal amount outstanding of more than the provisions principal face amount of this Section 2.01, each Borrower may borrow, prepay pursuant to Section 4.01, and reborrow under this Section 2.01its Note.

Commitment to Lend. Subject (a) The Lender agrees, on the terms of this Agreement (including, without limitation, Article 6) to make a Loan or Loans to the terms and conditions set forth in this Agreement, each Bank severally agrees to make Committed Credit Loans to each Borrower from time to time on any Banking Business Day during the period from commencing on the date hereof to but not including Effective Date and terminating on the Expiration Commitment Termination Date, as may be requested by such Borrower in accordance with Section 2.04 hereof, in an aggregate amount not to exceed at any one time outstanding the principal amount of such Bank's Commitment. Each Committed Credit Loan made by the Banks up to a Borrower hereunder shall be in an amount of $1,000,000 or an integral multiple thereofFour Billion Five Hundred Million and No/100 Dollars (US$4,500,000,000.00); PROVIDED provided that (i) at subject to the provisions of clause (ii) of this Section 2.01(a), in no time event shall any Bank the Lender be obligated to initially fund or maintain Committed Credit more than its Pro Rata Share of all Bi-Lateral Term Loans in excess to be borrowed by the Borrower as of such Bank's Commitmentthe applicable Borrowing Date; (ii) at no time shall State Street Bank be obligated to fund in the event that as of such Borrowing Date any one or maintain Committed Credit Loans more of the Bi-Lateral Lenders is a Defaulting Bi-Lateral Lender, then, notwithstanding any other provision of this Agreement or any of the other Loan Documents to the extent contrary, the Borrower shall be entitled to request through the fifth (5th) Business Day following such Borrowing Date one or more additional Loans hereunder and/or under any other Bi-Lateral Term Loan Agreement or Bi-Lateral Term Loan Agreements made available by any Bi-Lateral Lender that the principal amount of such Committed Credit Loansis not a Defaulting Bi-Lateral Lender, together with the aggregate principal amount of Swing Line Loans outstanding to the Borrowers hereunder, exceeds State Street Bank's Commitment; and (iii) at in no time event shall the Borrower accept loans from the Bi-Lateral Lenders that exceed Four Billion Five Hundred Million and No/100 Dollars (US4,500,000,000.00) in aggregate outstanding principal amount. On the date of this Agreement, the Borrower has entered into three other Bi-Lateral Term Loan Agreements, each with a stated commitment of Four Billion Five Hundred Million and No/100 Dollars (US4,500,000,000.00). Amounts borrowed and repaid or prepaid may not be reborrowed. (b) The Borrower shall give a Borrowing Notice in substantially the form of Exhibit A (or telephonic notice, promptly confirmed in writing) to the Lender prior to (i) 2:00 p.m., New York, New York time on the proposed Borrowing Date in the case of a Base Rate Loan, and (ii) 11:00 a.m., New York, New York time at least two (2) Eurodollar Business Days prior to the proposed Borrowing Date in the case of a Eurodollar Rate Loan, in either case, specifying (A) the Borrowing Date (which shall be a Business Day), (B) the amount of all Committed Credit Loans made to the Borrowers hereunder exceed requested Borrowing, (C) whether the Maximum Committed Credit Amount; (iv) at no time shall the aggregate outstanding principal amount requested Borrowing is of all Loans made to the Borrowers hereunder exceed the Maximum Credit Amount; a Base Rate Loan or a Eurodollar Rate Loan or any combination thereof, and (vD) at no time shall in the aggregate outstanding principal amount case of all Loans made to any Borrower hereunder exceed such Borrower's Borrowing Basea Eurodollar Rate Loan, the applicable Interest Period. Each request for a Committed Credit Loan by a Borrower shall constitute a representation by such Borrower that Upon fulfillment of the applicable conditions set forth in Section 6.02 hereof have been satisfied 6.01 or Section 6.02, as the case may be, the Lender will make such funds available to the Borrower by wire transfer to such designated account in accordance with the wire instructions included in the Borrowing Notice, (i) in the case of a Eurodollar Rate Loan, prior to 9:00 a.m. on the date proposed Borrowing Date, and (ii) in the case of a Base Rate Loan, within two (2) hours following the receipt by the Lender of such request. Within Borrowing Notice. (c) The Borrowing shall be in the limits amount of the provisions US$10,000,000 or any larger integral multiple of this Section 2.01, each Borrower may borrow, prepay pursuant to Section 4.01, and reborrow under this Section 2.01US$1,000,000.

Commitment to Lend. Subject (a) Each Lender severally agrees, subject to the terms and conditions set forth in this AgreementAgreement (including Article IV), each Bank severally agrees to make Committed Credit Revolving Loans to the Borrower pursuant to this Section 2.01 on each Borrower from time to time on any Banking Day Funding Date during the period Availability Period. Each such advance shall be subject to the following: (i) Each Lender’s Commitment Percentage of the Revolving Loans advanced as part of any Borrowing shall not exceed such Lender’s Available Commitment; and (ii) The Revolving Loans advanced in any Borrowing shall not, when added to the aggregate principal amount of Credit Extensions then outstanding, exceed the Borrowing Base (after giving effect to the addition to and/or removal of the Aggregate Value of any Eligible Railcars to be added to or removed from the date hereof to but not including the Expiration Portfolio on such Funding Date, as may be requested by such Borrower in accordance with Section 2.04 hereof, in an aggregate amount not to exceed at any one time outstanding the amount of such Bank's Commitment). Each Committed Credit Loan made by the Banks to a Borrower hereunder Borrowing shall be in an a minimum aggregate principal amount of $1,000,000 or an in integral multiple thereof; PROVIDED that (i) at no time shall any Bank be obligated to fund or maintain Committed Credit Loans multiples of $100,000 in excess of such Bank's Commitment; (ii) at thereof and shall be made from the several Lenders ratably in proportion to their respective Commitments. The Lenders have no time shall State Street Bank be obligated obligation to fund or maintain Committed Credit Loans to the extent that the principal amount of such Committed Credit Loans, together with the aggregate principal amount of Swing Line Loans outstanding to the Borrowers hereunder, exceeds State Street Bank's Commitment; (iii) at no time shall the aggregate outstanding principal amount of all Committed Credit Loans made to the Borrowers make any Revolving Loan hereunder exceed the Maximum Committed Credit Amount; (iv) at no time shall the aggregate outstanding principal amount of all Loans made to the Borrowers hereunder exceed the Maximum Credit Amount; and (v) at no time shall the aggregate outstanding principal amount of all Loans made to any Borrower hereunder exceed such Borrower's Borrowing Base. Each request for a Committed Credit Loan by a Borrower shall constitute a representation by such Borrower that the conditions except as expressly set forth in Section 6.02 hereof have been satisfied on the date of such requestthis Agreement. Within the limits of foregoing limits, the provisions of Borrower may borrow under this Section 2.01, each Borrower may borrowrepay, prepay pursuant or, to the extent permitted by Section 4.012.08, prepay, Revolving Loans and reborrow under this Section 2.01. (a) Notwithstanding any other provision of this Agreement which requires Borrowings to be made from the Lenders ratably in proportion to the respective Commitments of such Lenders, or which requires payments of principal and interest on the Revolving Loans to be made and allocated, or Revolving Loans to be continued or converted, based on Commitment Percentages rather than outstanding principal amounts: (i) payments of principal and interest on the Revolving Loans will be made to the Lenders according to the respective outstanding principal amounts of such Revolving Loans, and (ii) outstanding Revolving Loans will be continued and converted according to their outstanding principal amounts rather than the Commitment Percentages of the applicable Lenders.

Commitment to Lend. (a) Revolving Loans. Subject toDuring the Availability Period, each Lender severally, and not jointly, agrees, on the terms and conditions set forth herein, each Lender severally agreesin this Agreement, to make loans (each, a “Revolving Loan”) to or Revolving Loans to the Borrower from time to time pursuant to such Xxxxxx’s Revolving Commitment, which Revolving Loans: (i) may, except as set forth herein, at the option of the Borrower, be incurred and maintained as, or converted into, Revolving Loans that are Base Rate Loans or SOFR Loans, in each case denominated in Dollars or in an Alternative Currency from time to time during the Availability Period in an, as applicable, provided that all Revolving Loans made as part of the same Revolving Borrowing shall consist of Revolving Loans of the same Type; (ii) may be repaid or prepaid and reborrowed in accordance with the provisions hereof; and (iii) shall not be made if, after giving effect to any such Revolving Loan, (A) the Revolving Credit Exposure of any Lender would exceed such Lender’s Revolving Commitment, or (B) the aggregate Revolving Credit Exposure plus the principal amount that will not result in (i) such Revolving Lender’s Revolving Credit Exposure exceeding such Lender’s Revolving Commitment, or (ii) the aggregate Revolving Credit Exposure of the Revolving Lenders exceedingof Swing Loans would exceed (A1) the Maximum Loan Available Amount less (B2) the outstanding balance of all of the Term Loans; provided however, that no. The Revolving Lender shall be obligated to make a Revolving Loan in excess ofLoans to be made by each Lender will be made by such Lender on a pro rata basis based upon such Xxxxxx’s Revolving Loan Applicable Percentage of the difference between (A) the Maximum Loan Available Amount less the outstanding balance of all of the Term Loans and (B) the Revolving Credit Exposure. Within the foregoing limits and subject to the terms and conditions set forth in this Agreementherein, each Bank severally agrees to make Committed Credit Loans to each Borrower from time to time on any Banking Day during the period from the date hereof to but not including the Expiration Date, as may be requested by such Borrower in accordance with Section 2.04 hereof, in an aggregate amount not to exceed at any one time outstanding the amount of such Bank's Commitment. Each Committed Credit Loan made by the Banks to a Borrower hereunder shall be in an amount of $1,000,000 or an integral multiple thereof; PROVIDED that (i) at no time shall any Bank be obligated to fund or maintain Committed Credit Loans in excess of such Bank's Commitment; (ii) at no time shall State Street Bank be obligated to fund or maintain Committed Credit Loans to the extent that the principal amount of such Committed Credit Loans, together with the aggregate principal amount of Swing Line Loans outstanding to the Borrowers hereunder, exceeds State Street Bank's Commitment; (iii) at no time shall the aggregate outstanding principal amount of all Committed Credit Loans made to the Borrowers hereunder exceed the Maximum Committed Credit Amount; (iv) at no time shall the aggregate outstanding principal amount of all Loans made to the Borrowers hereunder exceed the Maximum Credit Amount; and (v) at no time shall the aggregate outstanding principal amount of all Loans made to any Borrower hereunder exceed such Borrower's Borrowing Base. Each request for a Committed Credit Loan by a Borrower shall constitute a representation by such Borrower that the conditions set forth in Section 6.02 hereof have been satisfied on the date of such request. Within the limits of the provisions of this Section 2.01, each Borrower may borrow, prepay pursuant to Section 4.01, and reborrow under this Revolving Loans during the Availability Period. each Revolving Borrowing, in each case in accordance with Section 2.012.02 hereof.

Commitment to Lend. Subject to the provisions of ss.2.6 and the other terms and conditions set forth in this Agreement, each Bank of the Banks severally agrees to make Committed Credit Loans lend to the Borrower and the Borrower may borrow, repay, and reborrow from each Borrower Bank from time to time on any Banking Day during between the period from Closing Date and the date hereof Maturity Date upon notice by the Borrower to but not including the Expiration Date, as may be requested by such Borrower Agent (with copies for each Bank) given in accordance with Section 2.04 ss.2.6 hereof, in an such sums as are requested by the Borrower up to a maximum aggregate principal amount not outstanding (after giving effect to exceed all amounts requested) at any one time outstanding the amount of equal to such Bank's Commitment. Each Committed Credit Loan made by the Banks to a Borrower hereunder shall be in an amount of $1,000,000 or an integral multiple thereof; PROVIDED that (i) at no time shall any Bank be obligated to fund or maintain Committed Credit Loans in excess of Commitment minus such Bank's CommitmentCommitment Percentage of the Maximum Drawing Amount; (ii) at no time shall State Street Bank be obligated to fund or maintain Committed provided that the sum of the outstanding amount of the Revolving Credit Loans (after giving effect to all amounts requested) plus the extent that Maximum Drawing Amount shall not at any time exceed the principal amount of Total Commitment in effect at such Committed time. The Revolving Credit Loans, together Loans shall be made pro rata in accordance with the aggregate principal amount of Swing Line Loans outstanding to the Borrowers hereunder, exceeds State Street each Bank's Commitment; (iii) at no time shall the aggregate outstanding principal amount of all Committed Credit Loans made to the Borrowers hereunder exceed the Maximum Committed Credit Amount; (iv) at no time shall the aggregate outstanding principal amount of all Loans made to the Borrowers hereunder exceed the Maximum Credit Amount; and (v) at no time shall the aggregate outstanding principal amount of all Loans made to any Borrower hereunder exceed such Borrower's Borrowing BaseCommitment Percentage. Each request for a Committed Revolving Credit Loan by a Borrower made pursuant to ss.2.6 hereof shall constitute a representation and warranty by such the Borrower that the conditions set forth in Section 6.02 hereof ss.11 have been satisfied as of the Closing Date (to the extent such conditions have not been waived in writing by the Banks and/or deferred in writing to be a condition to the initial advance) and that the conditions set forth in ss.12 have been satisfied on the date of such request. Within request and will be satisfied on the limits proposed Drawdown Date of the provisions requested Loan, provided that the making of this Section 2.01, each such representation and warranty by the Borrower may borrow, prepay pursuant shall not limit the right of any Bank not to Section 4.01, lend if such conditions have not been met. No Revolving Credit Loan shall be required to be made by any Bank unless all of the conditions contained in ss.11 have been satisfied as of the Closing Date (to the extent such conditions have not been waived in writing by the Banks and/or deferred in writing to be a condition to the initial advance) and reborrow under this Section 2.01that the conditions set forth in ss.12 have been met at the time of any request for a Revolving Credit Loan.

Commitment to Lend. Subject to the terms and conditions set forth in this Agreement, each Bank of the Lenders severally agrees to make Committed Credit Loans lend to each Borrower the Borrowers, and the Borrowers may borrow (and repay and reborrow) from time to time on any Banking Business Day during from (and including) the period from Initial Closing Date to (and excluding) the date hereof Maturity Date upon notice by the Borrowers to but not including the Expiration Date, as may be requested by such Borrower Administrative Agent given in accordance with Section 2.04 hereof2.6, such sums as are requested by the Borrowers for the purposes set forth in an Section 7.11 up to a maximum aggregate principal amount not outstanding (after giving effect to exceed all amounts requested) at any one time outstanding equal to such Lender's Revolving Loan Commitment minus the amount portion of such BankLender's Commitment. Each Committed Revolving Loan Commitment allocated to Letter of Credit Loan made by the Banks to a Borrower hereunder Exposure; PROVIDED, that, all conditions under Section 10 (if applicable) and under Section 11 shall be in an amount of $1,000,000 or an integral multiple thereofhave been satisfied; PROVIDED that (i) at no time shall any Bank be obligated to fund or maintain Committed Credit Loans in excess of such Bank's Commitment; (ii) at no time shall State Street Bank be obligated to fund or maintain Committed Credit Loans to the extent and PROVIDED, FURTHER, that the sum of outstanding principal amount of such Committed the Revolving Loans (after giving effect to all amounts requested) PLUS the Letter of Credit Loans, together with Exposure PLUS the aggregate principal amount of Swing Line Loans outstanding to the Borrowers hereunder, exceeds State Street Bank's Commitment; (iii) at no time shall the aggregate outstanding principal amount of all Committed Credit Swingline Loans and all Bid Rate Loans shall not at any time exceed either the Total Commitment or the Borrowing Base Availability. The Revolving Loans shall be made to the Borrowers hereunder exceed the Maximum Committed Credit Amount; (iv) at no time shall the aggregate outstanding principal amount of all Loans made to the Borrowers hereunder exceed the Maximum Credit Amount; and (v) at no time shall the aggregate outstanding principal amount of all Loans made to any Borrower hereunder exceed such Borrowerpro rata in accordance with each Lender's Borrowing BaseCommitment Percentage therein. Each request for a Committed Credit Revolving Loan by a Borrower hereunder shall constitute a representation and warranty by such Borrower the Borrowers that all of the conditions set forth in Section 6.02 hereof 10 have been satisfied as of the Initial Closing Date and that all of the conditions set forth in Section 11 have been satisfied on the date of such request. Within ; it being acknowledged and agreed that the limits Borrowers shall be permitted to request and borrow Revolving Loans if a Disqualifying Environmental Event (or other condition the result of which is to cause any Real Estate to no longer meet the provisions conditions of this Eligible Real Estate) exists on a Borrowing Base Property (but no Default or Event of Default exists), provided that such parcel of Real Estate shall no longer be a Borrowing Base Property and shall be excluded from the calculation of Borrowing Base Availability and the financial covenants set forth in Section 2.01, each Borrower may borrow, prepay pursuant to Section 4.01, and reborrow under this Section 2.019 for all purposes hereunder.

Commitment to Lend. Subject to 2.1.1. The Revolving Credit A Loans. Each Bank severally agrees, on the terms and conditions set forth in this Agreementherein, each Bank severally agrees to make Committed Credit Loans loans to each Borrower the Company from time to time on any Banking Business Day during the period from the date hereof Closing Date to but not including the Expiration Revolving Credit A Loan Maturity Date, as may be requested by such Borrower in accordance with Section 2.04 hereof, in an aggregate amount not to exceed at any one time outstanding the amount set forth on Schedule 2.1 (such amount as the same may be reduced under Section 2.7 or as a result of such one or more assignments under Section 11.8, the Bank's "Revolver A Commitment. Each Committed Credit Loan made by "); provided, however, that, (a) after giving effect to any Borrowing and application of the Banks to a Borrower hereunder shall be in an amount of $1,000,000 or an integral multiple proceeds thereof; PROVIDED that (i) at no time shall any Bank be obligated to fund or maintain Committed Credit Loans in excess of such Bank's Commitment; (ii) at no time shall State Street Bank be obligated to fund or maintain Committed Credit Loans to the extent that the principal amount of such Committed Credit Loans, together with the aggregate principal amount of Swing Line all outstanding Revolving Credit A Loans outstanding to the Borrowers hereunder, exceeds State Street Bank's Commitment; (iii) at no time shall plus the aggregate outstanding L/C Obligations and the Competitive Bid Loans, shall not at any time exceed the Total Revolver A Commitment and (b) after giving effect to any Borrowing and application of the proceeds thereof, the aggregate principal amount of all Committed Credit outstanding Loans made to plus the Borrowers hereunder aggregate L/C Obligations shall not at any time exceed the Maximum Committed Credit Amount; (iv) at no time shall the aggregate outstanding principal amount of all Loans made to the Borrowers hereunder exceed the Maximum Credit Amount; and (v) at no time shall the aggregate outstanding principal amount of all Loans made to any Borrower hereunder exceed such Borrower's Borrowing Base. Each request for a Committed Credit Loan by a Borrower shall constitute a representation by such Borrower that the conditions set forth in Section 6.02 hereof have been satisfied on the date of such requestTotal Commitment. Within the limits of each Bank's Revolver A Commitment, and subject to the provisions of other terms and conditions hereof, the Company may borrow under this Section 2.01, each Borrower may borrow2.1.1, prepay pursuant to under Section 4.01, 2.8 and reborrow under this Section 2.012.1.1. 2.1.2. The Revolving Credit B Loans. Each Bank severally agrees, on the terms and conditions set forth herein, to make loans to the Company from time to time on any Business Day during the period from the Closing Date to the Revolving Credit B Loan Maturity Date, in an aggregate amount not to exceed at any time outstanding the amount set forth on Schedule 2.1 (such amount as the same may be reduced under Section 2.7 or as a result of one or more assignments under Section 11.8, the Bank's "Revolver B Commitment"); provided, however, that, (a) after giving effect to any Borrowing and application of the proceeds thereof, the aggregate principal amount of all outstanding Revolving Credit B Loans shall not at any time exceed the Total Revolver B Commitment and (b) after giving effect to any Borrowing and application of the proceeds thereof, the aggregate principal amount of all outstanding Loans plus the aggregate L/C Obligations shall not at any time exceed the Total Commitment. Within the limits of each Bank's Revolver B Commitment, and subject to the other terms and conditions hereof, the Company may borrow under this Section 2.1.2, prepay under Section 2.8 and reborrow under this Section 2.1.2.

Commitment to Lend. Subject to the terms and conditions set forth in this Credit Agreement, each Bank of the Applicable Lenders severally agrees (a) on the Closing Date, to make Committed convert letters of credit outstanding under the Existing GWI Credit Loans Agreement, if any, to each Letters of Credit under this Credit Agreement and (b) to lend (i) to the Domestic Borrowers in Dollars, (ii) to the European Borrower in Euro, (iii) to the Canadian Borrower in Canadian Dollars and/or (iv) to the Australian Borrower in Australian Dollars, and such Borrower may borrow, repay, and reborrow from time to time on any Banking Day during between the period from Closing Date and the date hereof Maturity Date upon notice by such Borrower to but not including the Expiration DateApplicable Agent given in accordance with §2.6, such sums as may be are requested by such Borrower in accordance with Section 2.04 hereof, in an up to a maximum aggregate principal amount not outstanding (after giving effect to exceed all amounts requested) at any one time outstanding equal to such Lender’s Commitment, minus the amount of such Bank's CommitmentLender’s Commitment Percentage of the Letter of Credit Obligations in respect of such Borrower; provided, (A) that the Total Domestic Revolver Exposure (after giving effect to all amounts requested) does not exceed the Aggregate Domestic Revolving Loan Commitments, (B) the Total European Exposure (after giving effect to all amounts requested) does not exceed the Aggregate European Commitments, (C) the Total Canadian Revolver Exposure (after giving effect to all amounts requested) does not exceed the Aggregate Canadian Revolving Loan Commitments, and (D) the Total Australian Revolver Exposure (after giving effect to all amounts requested) does not exceed the Aggregate Australian Revolving Loan Commitments. Each Committed Credit Loan made by the Banks to a Borrower hereunder The Loans under this §2.1 shall be made pro rata in an amount of $1,000,000 or an integral multiple thereof; PROVIDED that (i) at no time accordance with each Lender’s Commitment Percentage. Subject to §2.10, the Domestic Revolving Loan Commitments, the Australian Revolving Loan Commitments, the Canadian Revolving Loan Commitments and the European Commitments shall any Bank only be obligated to fund or maintain Committed Credit Loans in excess of such Bank's Commitment; (ii) at no time shall State Street Bank be obligated to fund or maintain Committed Credit Loans available to the extent that Domestic Borrowers, the principal amount of Australian Borrower, the Canadian Borrower and the European Borrower, respectively, and if unused by such Committed Credit LoansBorrower, together with the aggregate principal amount of Swing Line Loans outstanding to the Borrowers hereunder, exceeds State Street Bank's Commitment; (iii) at no time shall the aggregate outstanding principal amount of all Committed Credit Loans made to the Borrowers hereunder exceed the Maximum Committed Credit Amount; (iv) at no time shall the aggregate outstanding principal amount of all Loans made to the Borrowers hereunder exceed the Maximum Credit Amount; and (v) at no time shall the aggregate outstanding principal amount of all Loans made will not be available to any Borrower hereunder exceed such other Borrower's Borrowing Base. Each request for a Committed Credit Loan by a Borrower hereunder shall constitute a representation and warranty by such the Applicable Borrower that the conditions set forth in Section 6.02 hereof §12, in the case of the initial Loans to be made on the Closing Date, and §13, in the case of all other Loans, have been satisfied on the date of such request. Within the limits of the provisions of this Section 2.01, each Borrower may borrow, prepay pursuant to Section 4.01, and reborrow under this Section 2.01.

Commitment to Lend. Subject to (a) Upon the terms and subject to the conditions set forth in of this Agreement, each the Bank severally agrees to make Committed Credit Loans lend to each the Borrower from time to time on any Banking Day during such sums that the period Borrower may request, from the date hereof to until but not including the Expiration Revolving Credit Loan Maturity Date, as may be requested by such Borrower in accordance with Section 2.04 hereof, in an aggregate amount not to exceed at any one time PROVIDED that the sum of the outstanding the principal amount of such Bank's Commitmentall Revolving Credit Loans (after giving effect to all amounts requested) shall not exceed the lesser of (i) the Commitment MINUS the sum of the Maximum Drawing Amount and all Unpaid Reimbursement Obligations and (ii) the Borrowing Base. Each Committed Credit Loan made by the Banks to a Borrower hereunder Loans shall be in an the minimum aggregate amount of $1,000,000 100,000 or an integral multiple thereof; PROVIDED that . (ib) at no The Borrower shall notify the Bank in writing or telephonically not later than 12:00 p.m. Boston time shall any Bank on the day of the Drawdown Date (which must be obligated to fund or maintain Committed a Business Day) of the Revolving Credit Loans in excess Loan being requested, of such Bank's Commitment; (ii) at no time shall State Street Bank be obligated to fund or maintain Committed Credit Loans to the extent that the principal amount of such Committed Revolving Credit Loans, together with the aggregate principal amount of Swing Line Loans outstanding Loan (a "Loan Request"). Subject to the Borrowers hereunderforegoing, exceeds State Street Bank's Commitment; (iii) at no time shall so long as the aggregate outstanding principal amount of all Committed Credit Loans made to Commitment is then in effect and the Borrowers hereunder exceed the Maximum Committed Credit Amount; (iv) at no time shall the aggregate outstanding principal amount of all Loans made to the Borrowers hereunder exceed the Maximum Credit Amount; and (v) at no time shall the aggregate outstanding principal amount of all Loans made to any Borrower hereunder exceed such Borrower's Borrowing Base. Each request for a Committed Credit Loan by a Borrower shall constitute a representation by such Borrower that the applicable conditions set forth in Section 6.02 ss.8 hereof have been satisfied met, the Bank shall advance the amount requested to the Borrower's bank account at the Bank in immediately available funds not later than the close of business on such Drawdown Date. (c) Notwithstanding the notice requirement set forth above in this ss.2.1, the Bank agrees to make Revolving Credit Loans to the Borrower sufficient to pay to the Bank any Unpaid Reimbursement Obligations on the date of on which such request. Within the limits of the provisions of this Section 2.01, each Borrower may borrow, prepay pursuant to Section 4.01, and reborrow under this Section 2.01.Reimbursement Obligations become

Commitment to Lend. (a) Subject to the terms and conditions of this Agreement, and in reliance on the representations, warranties and covenants of Borrower set forth in this Agreement, each Bank severally Lender agrees to make Committed Credit Loans loans of funds to each Borrower from time to time on any Banking Day during the period from the date hereof Credit Period on a revolving basis (such loans being collectively hereinafter referred to but not including the Expiration Date, as may be requested by such Borrower in accordance with Section 2.04 hereof"Loans" and each individually as a "Loan"), in an aggregate cumulative total principal amount not to exceed at any one time outstanding five hundred thousand (US $500,000.00) dollars (the "Commitment") according to such Lender's pro rata part as set forth in the signature pages hereto; provided however; the initial loan shall be in the amount of such Bank's Commitment. Each Committed Credit Loan made $200,000 (the "Initial Loan") and unless otherwise agreed to by the Banks to a Borrower hereunder Lender each such additional Loan shall be in an amount not less than $150,000.00 (the "Base Rate Borrowing"). In the event the difference between the Commitment and the outstanding Loans is less than the Base Rate Borrowing, then the amount to be borrowed shall be the difference between the Commitment and Base Rate Borrowing. Notwithstanding the foregoing, on any date of $1,000,000 or an integral multiple thereof; PROVIDED that determination, the aggregate amount of the Loans shall never exceed the Commitment and Borrower may not draw down more than once in any thirty (30) day period. (b) Notwithstanding the foregoing, no Lender will be obligated to make a Loan to Borrower: (i) at no time shall any Bank be obligated unless and until Borrower executes and delivers to fund or maintain Committed Credit Loans such Lender a Note (as defined in excess of such Bank's Commitment; (iiSection 2.2) at no time shall State Street Bank be obligated to fund or maintain Committed Credit Loans to the extent that for the principal amount of such Committed Loan; (ii) after the Credit Loans, together with the aggregate principal amount of Swing Line Loans outstanding to the Borrowers hereunder, exceeds State Street Bank's Commitment; Period; (iii) at no time shall the aggregate outstanding principal amount unless and until all relevant terms and conditions of all Committed Credit Loans made this Agreement, including but not limited to the Borrowers hereunder exceed conditions precedent and other provisions of Sections 6 (with respect to All Loans), 7 (with respect to the Maximum Committed Credit AmountSecond Tranche of the Loan), and 8 (with respect to the Third and Fourth Tranche of the Loan) have been satisfied in full; and (iv) at no time shall unless and until Borrower first gives the aggregate outstanding principal amount Lender written notice of all Loans made to the Borrowers hereunder exceed the Maximum Credit Amount; and (v) at no time shall the aggregate outstanding principal amount of all Loans made to any Borrower hereunder exceed such Borrower's Borrowing Base. Each request for a Committed Credit Loan hereunder that sets forth (x) the principal amount to be borrowed by a Borrower shall constitute a representation by under such Borrower requested Loan, and (y) that the conditions set forth in Section 6.02 hereof have been satisfied on Borrower has met the condition precedent to such Loan together with evidence of such condition being met (a "Loan Notice"), and (z) the date on which such Loan is requested to be advanced, which date shall not be sooner than five (5) Business Days following Lenders' receipt of such request. Within the limits of the provisions of this Section 2.01, each Borrower may borrow, prepay pursuant to Section 4.01, and reborrow under this Section 2.01Loan Notice.

Commitment to Lend. Subject (a) Each Committed Lender severally agrees, subject to the Agent’s determination that the terms and conditions of Sections 2.02 and 4.02 applicable to any Funding Date have been (i) satisfied or, (ii) solely to the extent permitted by the last sentence of this clause (a) temporarily waived by the Agent, which waiver shall last for a period of no longer than five (5) Business Days, or, (iii) in all other cases, waived by the Agent and all of the Lenders, and on the other terms and conditions set forth in this Agreement, each Bank severally agrees to make Committed Credit Loans to the Borrower pursuant to this Section 2.01 on (i) the Initial Funding Date to finance the initial Railcars and related Leases owned by the Borrower prior to the date of this Agreement and (ii) each other Funding Date during the Availability Period in order to fund the acquisition of Railcars and related Leases by the Borrower from time to time on such Funding Date. The Loans advanced on any Banking Day during Funding Date (including the period Initial Funding Date) with respect to Railcars and related Leases shall not: (i) in the case of any Committed Lender, exceed (after giving effect to all Loans of such Committed Lender and any Conduit Lender designated by such Committed Lender repaid concurrently with the making of such Loans) its Available Commitment; (ii) exceed the lesser of (A) the Unused Committed Amount and (B) the sum of: the product of: (x) the applicable Advance Rate with respect to each group of Eligible Railcars to be added to the Portfolio on such Funding Date (including the group of Eligible Railcars to be financed on the Initial Funding Date), or up to 100.00% if the aggregate amount of the Loans which would be outstanding, after giving effect to the Loans to be advanced on such Funding Date is equal to or less than the Borrowing Base; and (y) the Aggregate FMV with respect to all such Eligible Railcars to be added to the Portfolio on such Funding Date; or (iii) when added to the aggregate amount of the Loans then outstanding (after giving effect to all Loans repaid concurrently with the making of such Loans), exceed the lesser of (A) the Committed Amount and (B) the Borrowing Base (after giving effect to the addition to and/or removal of the respective Aggregate FMV of any Eligible Railcars to be added to or removed from the date hereof to but not including the Expiration Portfolio on such Funding Date, as may be requested by such Borrower in accordance with Section 2.04 hereof, in an aggregate amount not to exceed at any one time outstanding the amount of such Bank's Commitment). Each Committed Credit Loan made by the Banks to a Borrower hereunder Borrowing shall be in an a minimum aggregate principal amount of $1,000,000 or an integral multiple thereof; PROVIDED that and shall be made from the several Committed Lenders ratably in proportion to their respective Commitments. The Lenders have no obligation to make any Loan hereunder except as expressly set forth in this Agreement. Within the foregoing limits, the Borrower may borrow under this Section 2.01, repay, or, to the extent permitted by Section 2.07, prepay, Loans and reborrow under this Section 2.01. In connection with the transactions on any Funding Date, the Agent may in its sole discretion grant the Borrower a temporary waiver for a specified period of time (which, for the avoidance of doubt, shall last for a period of no longer than five (5) Business Days) to perform its obligations under clauses (i) at no time shall any Bank be obligated to fund or maintain Committed Credit Loans in excess of such Bank's Commitment; (ii) at no time shall State Street Bank be obligated of the penultimate sentence of clause (b) of Section 2.02 and to fund or maintain Committed Credit Loans to the extent that the principal amount of such Committed Credit Loans, together with the aggregate principal amount of Swing Line Loans outstanding to the Borrowers hereunder, exceeds State Street Bank's Commitment; (iii) at no time shall the aggregate outstanding principal amount of all Committed Credit Loans made to the Borrowers hereunder exceed the Maximum Committed Credit Amount; (iv) at no time shall the aggregate outstanding principal amount of all Loans made to the Borrowers hereunder exceed the Maximum Credit Amount; and (v) at no time shall the aggregate outstanding principal amount of all Loans made to any Borrower hereunder exceed such Borrower's Borrowing Base. Each request for a Committed Credit Loan by a Borrower shall constitute a representation by such Borrower that fulfill the conditions set forth in Section 6.02 hereof have been satisfied on the date of such request4.02 (other than clauses (a), (b), (c), (d), (f), (g), (k), or (l) thereof). Within the limits of the provisions of this Section 2.01, each Borrower may borrow, prepay pursuant to Section 4.01, and reborrow under this Section 2.01.762040188

Commitment to Lend. Subject to the terms and conditions hereinafter provided, each Lender agrees, for itself only, to (a) make on the Closing Date its portion of the Term Loan in the principal amount set forth in this Agreementopposite its name on Exhibit 2.1 hereto (such respective portions relating to the Term Loan being the "TL Commitment" of each Lender), each Bank severally agrees to (b) make Committed its portion of Revolving Credit Loans to each Borrower Advances, from time to time on any Banking Day during the period from the date hereof to but not and including the Expiration Termination Date, as may be requested by such Borrower in accordance with Section 2.04 hereof, in an aggregate amount not to exceed at any one time outstanding the amount of such Bank's Commitment. Each Committed Credit Loan made by the Banks to a Borrower hereunder shall be in an amount of $1,000,000 or an integral multiple thereof; PROVIDED provided that (i) at no time shall any Bank be obligated to fund or maintain Committed Credit Loans in excess of such Bank's Commitment; (ii) at no time shall State Street Bank be obligated to fund or maintain Committed Credit Loans to the extent that the principal amount of such Committed Credit Loans, together with the aggregate principal amount of Swing Line Loans outstanding to the Borrowers hereunder, exceeds State Street Bank's Commitment; (iii) at no time shall the aggregate outstanding principal amount of all Committed each Lender's portion of the Revolving Credit Loans made Advances at any time shall not exceed the amount set forth opposite such Lender's name under the heading "Revolving Credit" on Exhibit 2.1 hereto (such respective amounts relating to the Borrowers hereunder exceed Revolving Credit as the Maximum Committed same may be permanently reduced in accordance with this Agreement being the "RC Commitment" of each Lender) less Letter of Credit Amount; Liabilities multiplied by such Lender's Pro Rata Share of the Revolving Credit and (ivc) at no make its portion of Acquisition Advances, from time shall to time during the period from the date hereof to and including the Conversion Date, provided that the aggregate outstanding principal amount of all Loans made each Lender's portion of the Acquisition Advances at any time shall not exceed the amount set forth opposite such Lender's name under the heading "Acquisition Loan" on Exhibit 2.1 hereto (such respective amounts relating to the Borrowers hereunder exceed Acquisition Loan as the Maximum Credit Amount; and (v) at no time shall same may be permanently reduced in accordance with this Agreement being the aggregate outstanding principal amount "AL Commitment" of all Loans made to any Borrower hereunder exceed such Borrower's Borrowing Base. Each request for a Committed Credit Loan by a Borrower shall constitute a representation by such Borrower that the conditions set forth in Section 6.02 hereof have been satisfied on the date of such request. Within the limits of the provisions of this Section 2.01, each Borrower may borrow, prepay pursuant to Section 4.01, and reborrow under this Section 2.01Lender).

Commitment to Lend. (a) Pursuant to the Existing Loan Agreement, the Lenders (as defined therein) thereunder have made term loans to the Borrower in the aggregate principal amount of $300,000,000 (the “Existing Loans”) and such loans remain outstanding on the Effective Date. Such Existing Loans shall continue to be outstanding under this Agreement. On the Effective Date, the Existing Loans shall be reallocated to the Lenders in accordance with their Existing Loan Commitments as set forth in Schedule 2.01 attached hereto. (b) Subject to the terms and conditions set forth in this Agreementherein, each Bank Lender severally agrees to make Committed Credit Loans additional term loans (the “Additional Loans”) to each the Borrower from time to time made on any Banking Day during the period from the date hereof (that is on or after the Effective Date and on or before the Commitment Expiry Date) and in the aggregate principal amount of at least $25,000,000 (or a lesser amount equal to but not including the Expiration Date, as may be remaining unused balance of the Additional Loan Commitment for such period) for each Borrowing requested by such the Borrower in accordance with Section 2.04 hereof2.03, so long as such requested amount does not result in an aggregate amount not to exceed at any one time outstanding the amount of such Bank's Commitment. Each Committed Credit Loan made by the Banks to a Borrower hereunder shall be in an amount of $1,000,000 or an integral multiple thereof; PROVIDED that (i) at no time shall any Bank be obligated to fund or maintain Committed Credit Loans in excess of such Bank's Commitment; (ii) at no time shall State Street Bank be obligated to fund or maintain Committed Credit Loans to the extent that the principal amount of such Committed Credit Loans, together with the aggregate principal amount of Swing Line the Additional Loans outstanding to made by such Lender exceeding its Additional Loan Commitment, (ii) the Borrowers hereunderaggregate principal amount of the Loans made by such Lender exceeding its aggregate Commitment, exceeds State Street Bank's Commitment; (iii) at no time shall the aggregate outstanding principal amount of all Committed Credit Additional Loans made to by the Borrowers hereunder exceed Lenders exceeding the Maximum Committed Credit Amount; total Additional Loan Commitments or (iv) at no time shall the aggregate outstanding principal amount of all Loans made by the Lenders exceeding the total aggregate Commitments. All Additional Loan Commitments of the Lenders to make the Borrowers hereunder exceed Additional Loans (other than the Maximum Credit Amount; and New Term Loan Commitments, which shall be governed by Section 2.04) shall expire on the earlier of (va) at no time shall the date on which the aggregate outstanding principal amount of all Borrowings of Additional Loans made to any Borrower hereunder exceed equals the aggregate Additional Loan Commitments or (b) April 28, 2023 (such Borrower's Borrowing Base. Each request for a Committed Credit Loan by a Borrower shall constitute a representation by such Borrower that earlier date, the conditions set forth “Commitment Expiry Date”). (c) Amounts repaid or prepaid in Section 6.02 hereof have been satisfied on the date of such request. Within the limits respect of the provisions of this Section 2.01, each Borrower Loans may borrow, prepay pursuant to Section 4.01, and reborrow under this Section 2.01not be reborrowed.

Commitment to Lend. Subject (I) Each Lender severally agrees, subject to the terms and conditions set forth in this AgreementAgreement (including Article IV), each Bank severally agrees to make Committed Credit Revolving Loans to the Borrower pursuant to this Section 2.01 on each Borrower from time to time on any Banking Day Funding Date during the period from the date hereof to but not including the Expiration Date, as may be requested by such Borrower in accordance with Section 2.04 hereof, in an aggregate amount not to exceed at any one time outstanding the amount of such Bank's CommitmentAvailability Period. Each Committed Credit Loan made by the Banks to a Borrower hereunder such advance shall be in an amount of $1,000,000 or an integral multiple thereof; PROVIDED that subject to the following: (i) at no time Each Lender’s Commitment Percentage of the Revolving Loans advanced as part of any Borrowing shall any Bank be obligated to fund or maintain Committed Credit Loans in excess of not exceed such Bank's Lender’s Available Commitment; and (ii) at no time The Revolving Loans advanced in any Borrowing shall State Street Bank be obligated not, when added to fund or maintain Committed Credit Loans to the extent that the principal amount of such Committed Credit Loans, together with the aggregate principal amount of Swing Line Loans outstanding Credit Extensions then outstanding, exceed the Borrowing Base (after giving effect to the Borrowers hereunder, exceeds State Street Bank's Commitment; (iii) at no time addition to and/or removal of the Aggregate Value of any Eligible Railcars to be added to or removed from the Portfolio on such Funding Date). Each Borrowing shall the be in a minimum aggregate outstanding principal amount of all Committed Credit Loans and in integral multiples specified in Section 2.03(a) and shall be made from the several Lenders ratably in proportion to the Borrowers their respective Commitments. The Lenders have no obligation to make any Revolving Loan hereunder exceed the Maximum Committed Credit Amount; (iv) at no time shall the aggregate outstanding principal amount of all Loans made to the Borrowers hereunder exceed the Maximum Credit Amount; and (v) at no time shall the aggregate outstanding principal amount of all Loans made to any Borrower hereunder exceed such Borrower's Borrowing Base. Each request for a Committed Credit Loan by a Borrower shall constitute a representation by such Borrower that the conditions except as expressly set forth in Section 6.02 hereof have been satisfied on the date of such requestthis Agreement. Within the limits of foregoing limits, the provisions of Borrower may borrow under this Section 2.01, each Borrower may borrowrepay, prepay pursuant or, to the extent permitted by Section 4.012.08, prepay, Revolving Loans and reborrow under this Section 2.01. (a) Notwithstanding any other provision of this Agreement which requires Borrowings to be made from the Lenders ratably in proportion to the respective Commitments of such Lenders, or which requires payments of principal and interest on the Revolving Loans to be made and allocated, or Revolving Loans to be continued or converted, based on Commitment Percentages rather than outstanding principal amounts: (i) payments of principal and interest on the Revolving Loans will be made to the Lenders according to the respective outstanding principal amounts of such Revolving Loans, and (ii) outstanding Revolving Loans will be continued and converted according to their outstanding principal amounts rather than the Commitment Percentages of the applicable Lenders.

Commitment to Lend. Subject to the terms and conditions set forth in this Agreement, each Bank of the Lenders severally agrees to make Committed Credit Loans lend to each the Borrower and the Borrower may borrow, repay, and reborrow from time to time on any Banking Day during between the period from Effective Date and the date hereof Final Maturity Date upon notice by the Borrower to but not including the Expiration Date, as may be requested by such Borrower Agent given in accordance with Section 2.04 1.02 hereof, in an such sums as are requested by the Borrower up to a maximum aggregate amount not Outstanding (after giving effect to exceed all amounts requested) at any one time outstanding equal to such Lender's Commitment MINUS such Lender's Commitment Percentage of the amount sum of such Bank's Commitment. Each Committed Credit Loan made by the Banks to a Borrower hereunder shall be in an amount of $1,000,000 or an integral multiple thereofMaximum Drawing Amount and all Unpaid Reimbursement Obligations; PROVIDED that (i) at no time shall any Bank be obligated to fund or maintain Committed Credit Loans in excess the sum of such Bank's Commitment; (ii) at no time shall State Street Bank be obligated to fund or maintain Committed Credit Loans to the extent that the principal Outstanding amount of such Committed Credit Loans, together with the aggregate principal amount of Swing Line Loans outstanding Advances (after giving effect to all amounts requested) PLUS the Borrowers hereunder, exceeds State Street Bank's Commitment; (iii) Maximum Drawing Amount and all Unpaid Reimbursement Obligations shall not at no any time shall the aggregate outstanding principal amount of all Committed Credit Loans made to the Borrowers hereunder exceed the Maximum Committed Credit Amount; (iv) at no time Total Commitment. The Advances shall the aggregate outstanding principal amount of all Loans be made to the Borrowers hereunder exceed the Maximum Credit Amount; and (v) at no time shall the aggregate outstanding principal amount of all Loans made to any Borrower hereunder exceed such BorrowerPRO RATA in accordance with each Lender's Borrowing BaseCommitment Percentage. Each request for a Committed Credit Loan by a Borrower an Advance hereunder shall constitute a representation and warranty by such the Borrower that the conditions set forth in Section 6.02 hereof 4.01 and Section 4.02 have been satisfied on the date of such request. Each Borrowing of a Base Rate Advance under this Section 1.01(a) shall be in an aggregate amount of $500,000 or an integral multiple thereof. Each Borrowing of a Eurodollar Rate Advance under this Section 1.01(a) shall be in the aggregate amount of $5,000,000 or an integral multiple thereof. Each Borrowing under this Section 1.01(a) shall consist of Advances made on the same day by each Lender ratably according to the respective Commitment Percentages of the Lenders. Within the limits of each Lender's Commitment, the provisions of this Section 2.01, each Borrower may borrow, prepay pursuant to Section 4.011.08, and reborrow under this Section 2.011.01(a)."

Commitment to Lend. Subject to the terms and conditions set forth ------------------ in this Credit Agreement, each of the Multicurrency Lenders and the Fronting Bank severally agrees to make Committed Credit Loans lend to each Borrower Samsonite Europe, and Samsonite Europe may borrow, repay, and reborrow from time to time on any Banking Day during between the period from Closing Date and the date hereof to but not including the Expiration Revolving Multicurrency Loan Maturity Date, as may be requested upon notice by such Borrower Samsonite Europe to the Foreign Agent given in accordance with Section 2.04 hereof(S)4.7, such sums, in Dollars and/or at Samsonite Europe's option from time to time, subject to (S)4.11 hereof (including, without limitation, any restrictions arising from currency fluctuations as set forth in (S)4.11.4), in an aggregate Optional Currency, as are requested by Samsonite Europe in an amount for each such advance not to exceed at (after giving effect to all amounts requested), in the Dollar Equivalent amount (a) in the case of any one time outstanding Multicurrency Lender, such Lender's Revolving Multicurrency Commitment minus the aggregate principal ----- amount of such BankMulticurrency Lender's Commitment. Each Committed Credit Loan made outstanding Revolving Multicurrency Loans, minus the amount by which the Banks to a Borrower hereunder Multicurrency Swing Line Loans ----- outstanding at such time shall be in an amount of $1,000,000 or an integral multiple thereof; PROVIDED that deemed to have used such Multicurrency Lender's Revolving Multicurrency Commitment pursuant to (iS)4.10 hereof, minus (without duplication) at no time shall any Bank be obligated to fund or maintain Committed Credit Loans in excess the sum of such Multicurrency Lender's ----- Revolving Multicurrency Commitment Percentage of the Maximum Drawing Amount of all outstanding Foreign Letters of Credit and the Foreign Unpaid Reimbursement Obligations owing to such Multicurrency Lenders and (b) in the case of the Fronting Bank's Commitment; (ii) at no time shall State Street Bank be obligated to fund or maintain Committed Credit Loans to , the extent that the principal amount of such Committed Credit Loans, together with aggregate Non-Multicurrency Lenders' Commitments minus the aggregate principal amount of the Fronting Bank's ----- outstanding Fronted Loans consisting of Revolving Multicurrency Loans, minus the aggregate amount by which the Multicurrency Swing Line Loans ----- outstanding at such time shall be deemed to have used each such Non- Multicurrency Lender's Revolving Multicurrency Commitment pursuant to (S)4.10, minus (without duplication) the Borrowers hereundersum of each Non-Multicurrency ----- Lender's Revolving Multicurrency Commitment Percentage of the Maximum Drawing Amount of all outstanding Foreign Letters of Credit and the Foreign Unpaid Reimbursement Obligations owing to each Non-Multicurrency Lender, exceeds State Street Bank's Commitment; provided that (iiia) the sum in the Dollar Equivalent amount of the -------- outstanding amount of the Revolving Multicurrency Loans (after giving effect to all amounts requested) plus the outstanding amount of the ---- Multicurrency Swing Line Loans plus the Maximum Drawing Amount and all Foreign Unpaid Reimbursement Obligations with respect to all Foreign Letters of Credit shall not at any time exceed the Total Revolving Multicurrency Commitment and (b) at no time all times the outstanding aggregate principal Dollar Equivalent amount of all Revolving Multicurrency Loans made by (i) each Multicurrency Lender shall equal such Multicurrency Lender's Revolving Multicurrency Commitment Percentage of the outstanding aggregate outstanding principal amount of all Committed Credit Multicurrency Loans made pursuant to (S)4 hereof and (ii) the Borrowers hereunder exceed Fronting Bank shall equal the Maximum Committed Credit Amount; (iv) at no time shall Non-Multicurrency Lenders' Commitment Percentages of the outstanding aggregate outstanding principal amount of all Revolving Multicurrency Loans made pursuant to (S)4 hereof. The Revolving Multicurrency Loans shall be made pro rata in accordance with --- ---- each Multicurrency Lender's Revolving Multicurrency Commitment Percentage; provided, however, the Borrowers hereunder exceed Fronting Bank shall be required to make that portion -------- ------- of the Maximum Credit Amount; and (v) at no time shall the aggregate outstanding principal amount of all Revolving Multicurrency Loans which would otherwise be required to be made to any Borrower hereunder exceed such Borrower's Borrowing Baseby a Non-Multicurrency Lender. Each request for a Committed Credit Revolving Multicurrency Loan by a Borrower hereunder shall constitute a representation and warranty by such Borrower Samsonite Europe that the conditions set forth in Section 6.02 hereof (S)12 and (S)13, in the case of the initial Revolving Multicurrency Loans to be made on the Closing Date, and (S)13, in the case of all other Revolving Multicurrency Loans, have been satisfied on the date of such request. Within Each Revolving Multicurrency Loan shall be funded from the limits applicable Multicurrency Lending Office of each Multicurrency Lender located in Belgium and the provisions of this Section 2.01Fronting Bank's Belgian Lending Office, each Borrower as the case may borrow, prepay pursuant to Section 4.01be, and reborrow under this Section 2.01shall be denominated in Dollars, or, subject to (S)4.11 hereof, in an Optional Currency.

Commitment to Lend. Subject to the terms and conditions set forth in this Credit Agreement, each Bank of the Applicable Lenders severally agrees (a) on the Closing Date, to make Committed convert letters of credit outstanding under the Existing Credit Loans Agreement, if any, to each Letters of Credit under this Credit Agreement and (b) to lend (i) to the Domestic Borrowers in Dollars, (ii) to the European Borrower in Euro, (iii) to the Canadian Borrowers in Canadian Dollars and/or (iv) to the Australian Borrower in Australian Dollars, and such Borrower may borrow, repay, and reborrow from time to time on any Banking Day during between the period from Closing Date and the date hereof Maturity Date upon notice by such Borrower to but not including the Expiration DateApplicable Agent given in accordance with §2.6, such sums as may be are requested by such Borrower in accordance with Section 2.04 hereof, in an up to a maximum aggregate principal amount not outstanding (after giving effect to exceed all amounts requested) at any one time outstanding equal to such Lender’s Commitment, minus the amount of such Bank's CommitmentLender’s Commitment Percentage of the Letter of Credit Obligations in respect of such Borrower; provided, (A) that the Total Domestic Revolver Exposure (after giving effect to all amounts requested) does not exceed the Aggregate Domestic Revolving Loan Commitments, (B) the Total European Exposure (after giving effect to all amounts requested) does not exceed the Aggregate European Commitments, (C) the Total Canadian Revolver Exposure (after giving effect to all amounts requested) does not exceed the Aggregate Canadian Revolving Loan Commitments, and (D) the Total Australian Revolver Exposure (after giving effect to all amounts requested) does not exceed the Aggregate Australian Revolving Loan Commitments. Each Committed Credit Loan made by the Banks to a Borrower hereunder The Loans under this §2.1 shall be made pro rata in an amount of $1,000,000 or an integral multiple thereof; PROVIDED that (i) at no time accordance with each Lender’s Commitment Percentage. Subject to §2.10, the Domestic Revolving Loan Commitments, the Australian Revolving Loan Commitments, the Canadian Revolving Loan Commitments and the European Commitments shall any Bank only be obligated to fund or maintain Committed Credit Loans in excess of such Bank's Commitment; (ii) at no time shall State Street Bank be obligated to fund or maintain Committed Credit Loans available to the extent that Domestic Borrowers, the principal amount of Australian Borrower, the Canadian Borrower and the European Borrower, respectively, and if unused by such Committed Credit LoansBorrower, together with the aggregate principal amount of Swing Line Loans outstanding to the Borrowers hereunder, exceeds State Street Bank's Commitment; (iii) at no time shall the aggregate outstanding principal amount of all Committed Credit Loans made to the Borrowers hereunder exceed the Maximum Committed Credit Amount; (iv) at no time shall the aggregate outstanding principal amount of all Loans made to the Borrowers hereunder exceed the Maximum Credit Amount; and (v) at no time shall the aggregate outstanding principal amount of all Loans made will not be available to any Borrower hereunder exceed such other Borrower's Borrowing Base. Each request for a Committed Credit Loan by a Borrower hereunder shall constitute a representation and warranty by such the Applicable Borrower that the conditions set forth in Section 6.02 hereof §12 and §13 hereof, in the case of the initial Loans to be made on the Closing Date, and §13 hereof, in the case of all other Loans, have been satisfied on the date of such request. Within the limits of the provisions of this Section 2.01, each Borrower may borrow, prepay pursuant to Section 4.01, and reborrow under this Section 2.01.

Commitment to Lend. Subject to the provisions of Section 2.4 and the other terms and conditions set forth in this Agreement, each Bank of the Banks severally agrees to make Committed Credit Loans lend to the Borrower, and the Borrower may borrow, repay, and reborrow from each Borrower Bank from time to time on any Banking Day during between the period from Closing Date and the date hereof Maturity Date upon notice by the Borrower to but not including the Expiration Date, as may be requested by such Borrower Agent (with copies to the Agent for each Bank) given in accordance with Section 2.04 2.4 hereof, in an such sums as are requested by the Borrower up to a maximum aggregate principal amount not outstanding (after giving effect to exceed all amounts requested) at any one time outstanding the amount of equal to such Bank's Commitment. Each Committed Credit Loan made by the Banks to a Borrower hereunder shall be in Commitment MINUS an amount of $1,000,000 or an integral multiple thereofequal to such Bank's Commitment Percentage MULTIPLIED BY the Maximum Drawing Amount; PROVIDED that the sum of the outstanding amount of the Revolving Credit Loans (after giving effect to all amounts requested) PLUS, without double-counting the portion, if any, of any Letter of Credit which is drawn and included in the Revolving Credit Loans, all outstanding Reimbursement Obligations shall not at any time exceed the lesser of (i) at no time shall any Bank be obligated to fund or maintain Committed Credit Loans in excess of such Bank's Commitment; the Total Commitment and (ii) the Borrowing Base Availability at no such time, and PROVIDED, FURTHER, that at the time the Borrower requests a Revolving Credit Loan and after giving effect to the making thereof: (i) in the case of any borrowing, all of the conditions in Section 13 (and in the case of any initial borrowing, also the conditions in Section 12) have been met at the time of such request, and (ii) there has not occurred and is not continuing (or will not occur by reason of) any Default or Event of Default; it being acknowledged and agreed that the Borrower shall State Street Bank be obligated permitted to fund request and borrow Loans if a Non-Material Breach (rather than a Default or maintain Committed Event of Default) exists, PROVIDED that in the event that such Non-Material Breach relates to a Real Estate Asset forming part of the Borrowing Base at such time, such Real Estate Asset shall be excluded from the calculation of Borrowing Base Availability for all purposes in the compliance certificate accompanying any Completed Loan Request. The Revolving Credit Loans to the extent that the principal amount of such Committed Credit Loans, together shall be made PRO RATA in accordance with the aggregate principal amount of Swing Line Loans outstanding to the Borrowers hereunder, exceeds State Street each Bank's Commitment; (iii) at no time shall the aggregate outstanding principal amount of all Committed Credit Loans made to the Borrowers hereunder exceed the Maximum Committed Credit Amount; (iv) at no time shall the aggregate outstanding principal amount of all Loans made to the Borrowers hereunder exceed the Maximum Credit Amount; and (v) at no time shall the aggregate outstanding principal amount of all Loans made to any Borrower hereunder exceed such Borrower's Borrowing BaseCommitment Percentage. Each request for a Committed Revolving Credit Loan by a Borrower made pursuant to Section 2.4 hereof shall constitute a representation and warranty by such the Borrower that the conditions set forth in Section 6.02 hereof 12 have been satisfied (except to the extent any such condition has been waived and/or deferred in writing by the Agent and the required number of Banks) as of the Closing Date and that the conditions set forth in Section 13 have been satisfied (except to the extent any such condition has been waived and/or deferred in writing by the Agent and the required number of Banks) on the date of such request. Within request and will be satisfied (except to the limits extent any such condition has been waived and/or deferred in writing by the Agent and the required number of Banks) on the proposed Drawdown Date of the provisions requested Loan or issuance of this Letter of Credit, as the case may be, PROVIDED that the making of such representation and warranty by the Borrower shall not limit the right of any Bank not to lend if such conditions have not been met. No Revolving Credit Loan shall be required to be made by any Bank unless (in connection with the initial Revolving Credit Loan or Letter of Credit) all of the conditions contained in Section 2.01, each Borrower may borrow, prepay pursuant 12 have been satisfied (except to the extent any such condition has been waived and/or deferred in writing by the Agent and the required number of Banks) as of the Closing Date and unless all of the conditions set forth in Section 4.01, 13 have been met at the time of any request for a Revolving Credit Loan (except to the extent any such condition has been waived and/or deferred in writing by the Agent and reborrow under this Section 2.01the required number of Banks).

Commitment to Lend. Subject Each Committed Lender severally agrees, subject to the Agent's determination that the terms and conditions of Sections 2.02 and 4.02 applicable to any Funding Date have been satisfied or waived by the Agent and on the other terms and conditions set forth in this Agreement, each Bank severally agrees to make Committed Credit Loans to the Borrower pursuant to this Section 2.01 on each Funding Date during the Availability Period in order to fund the acquisition of Railcars and related Leases by the Borrower from time to time on such Funding Date. The Loans advanced on any Banking Day during the period from the date hereof Funding Date with respect to but not including the Expiration Date, as may be requested by such Borrower in accordance with Section 2.04 hereof, in an aggregate amount not to exceed at any one time outstanding the amount of such Bank's Commitment. Each Committed Credit Loan made by the Banks to a Borrower hereunder Railcars and related Leases shall be in an amount of $1,000,000 or an integral multiple thereof; PROVIDED that not: (i) at no time shall in the case of any Bank be obligated Committed Lender, exceed (after giving effect to fund or maintain Committed Credit all Loans in excess of such Bank's Committed Lender and any Conduit Lender designated by such Committed Lender repaid concurrently with the making of such Loans) its Available Commitment; (ii) at no time shall State Street Bank be obligated to fund exceed the lesser of (A) the Unused Commitment Amount and (B) the product of the Advance Rate multiplied by the aggregate Fair Market Value of all Eligible Railcars included in such Railcars; or maintain Committed Credit Loans (iii) when added to the extent that the principal aggregate amount of such Committed Credit Loans, together the Loans then outstanding (after giving effect to all Loans repaid concurrently with the making of such Loans), exceed the lesser of (A) the Commitment Amount and (B) the Borrowing Base (after giving effect to the addition to and/or removal of the respective Fair Market Values of any Eligible Railcars to be added to or removed from the Portfolio on such Funding Date). Each Borrowing shall be in an aggregate principal amount of Swing Line Loans outstanding $5,000,000, in the case of the first Borrowing hereunder, or $1,000,000, in the case of subsequent Borrowings, or, in each case, any larger amount (except that any such Borrowing may be in the aggregate amount of the unused Commitments) and shall be made from the several Committed Lenders ratably in proportion to their respective Commitments. The Lenders have no obligation to make any Loan hereunder except as expressly set forth in this Agreement. Within the foregoing limits, the Borrower may borrow under this Section 2.01, repay, or, to the Borrowers hereunderextent permitted by Section 2.07, exceeds State Street Bank's Commitment; (iii) at no prepay, Loans and reborrow under this Section 2.01. In connection with the transactions on any Funding Date, the Agent may in its sole discretion grant the Borrower an extension of time shall the aggregate outstanding principal amount of all Committed Credit Loans made to the Borrowers hereunder exceed the Maximum Committed Credit Amount; (iv) at no time shall the aggregate outstanding principal amount of all Loans made to the Borrowers hereunder exceed the Maximum Credit Amount; in performing its obligations under Section 2.02 and (v) at no time shall the aggregate outstanding principal amount of all Loans made to any Borrower hereunder exceed such Borrower's Borrowing Base. Each request for a Committed Credit Loan by a Borrower shall constitute a representation by such Borrower that in fulfilling the conditions set forth in Section 6.02 hereof have been satisfied on the date of such request. Within the limits of the provisions of this Section 2.01, each Borrower may borrow, prepay pursuant to Section 4.01, and reborrow under this Section 2.014.02.

Commitment to Lend. Subject to the terms and conditions set forth in this Credit Agreement, each Bank of the Banks severally agrees to make Committed Credit Loans lend to each Borrower the Borrowers and the Borrowers may borrow, repay, and reborrow from time to time on any Banking Day during between the period from Effective Date and the date hereof Maturity Date upon notice by the Borrowers to but not including the Expiration Date, as may be requested by such Borrower Agent given in accordance with Section 2.04 hereof/section/2.6, in an such sums as are requested by the Borrowers up to a maximum aggregate amount not outstanding (after giving effect to exceed all amounts requested) at any one time outstanding the amount of equal to such Bank's Commitment. Each Committed Credit Commitment or, if Bank of Boston Connecticut elects, in its sole discretion, to fund any Loan made by pursuant to the Banks to a Borrower hereunder shall be in an amount terms of $1,000,000 or an integral multiple thereof/section/2.9 hereof, no later than 12:00 noon (Hartford, Connecticut time) on the proposed Drawdown Date of such Loan; PROVIDED that (i) at no time shall any Bank be obligated to fund or maintain Committed Credit Loans in excess of such Bank's Commitment; (ii) at no time shall State Street Bank be obligated to fund or maintain Committed Credit Loans to the extent that the principal amount of such Committed Credit Loans, together with the outstanding aggregate principal amount of Swing Line Loans outstanding to the Borrowers hereunder, exceeds State Street Bank's Commitment; (iii) at no time shall the aggregate outstanding principal amount of all Committed Credit Loans made to the Borrowers hereunder exceed the Maximum Committed Credit Amount; (iv) at no time shall the aggregate outstanding principal amount of all Loans made to shall not at any time exceed at the Borrowers hereunder exceed lesser of (i) the Maximum Credit Amount; Total Commitment and (vii) at no time shall the aggregate outstanding principal amount of all Loans made to any Borrower hereunder exceed such Borrower's Borrowing Base. The Loans shall be made PRO RATA in accordance with each Bank's Commitment Percentage. Each request for a Committed Credit Loan by a Borrower hereunder shall constitute a representation and warranty by such Borrower the Borrowers that the conditions set forth in Section 6.02 hereof /section/10 and /section/11, in the case of the initial Loans to be made on the Effective Date, /section//section/10A and 11 in the case of a Loan which is an Acquisition Credit Loan, and /section/11 in the case of all other Loans, have been satisfied on the date of such request. Within the limits of the provisions of this Section 2.01, each Borrower may borrow, prepay pursuant to Section 4.01, and reborrow under this Section 2.01.

Commitment to Lend. Subject Each Committed Lender severally agrees, subject to the Agent’s determination that the terms and conditions of Sections 2.02 and 4.02 applicable to the Closing Date have been (a) satisfied or, (b) in all other cases, waived by the Agent and the Supermajority Lenders, and on the other terms and conditions set forth in this Agreement, each Bank severally agrees to make a loan (relative to a Committed Credit Lender, its “Loan”) to the Borrower equal to such Committed Lender’s Commitment Percentage of the aggregate amount of the Borrowing of Loans to each Borrower from time be made on the Closing Date pursuant to time on any Banking Day during this Section 2.01 in a single Borrowing prior to the period from Commitment Termination Date in order to fund the date hereof to but not including the Expiration Date, as may be requested by such Borrower in accordance with Section 2.04 hereof, in an aggregate amount not to exceed at any one time outstanding the amount acquisition of such Bank's Commitment. Each Committed Credit Loan made Railcars and related Leases by the Banks Borrower on the Closing Date. The Loans advanced on the Closing Date with respect to a Borrower hereunder any Railcars and related Leases shall be in an amount of $1,000,000 or an integral multiple thereof; PROVIDED that not: (i) at no time shall any Bank exceed the lesser of (A) the Initial Principal Amount and (B) the product of (x) the Advance Rate multiplied by (y) the Aggregate Original Value of all Eligible Railcars to be obligated added to fund or maintain Committed Credit Loans in excess of such Bank's Commitmentthe Portfolio on the Closing Date; and (ii) at in the case of any Committed Lender, exceed its Commitment. The Borrowing shall be made, severally, from the Committed Lenders in proportion to their respective Commitments. The Committed Lenders have no time shall State Street Bank be obligated obligation to fund or maintain Committed Credit make any Loans to the extent that the principal amount of such Committed Credit Loans, together with the aggregate principal amount of Swing Line Loans outstanding to the Borrowers hereunder, exceeds State Street Bank's Commitment; (iii) at no time shall the aggregate outstanding principal amount of all Committed Credit Loans made to the Borrowers hereunder exceed the Maximum Committed Credit Amount; (iv) at no time shall the aggregate outstanding principal amount of all Loans made to the Borrowers hereunder exceed the Maximum Credit Amount; and (v) at no time shall the aggregate outstanding principal amount of all Loans made to any Borrower hereunder exceed such Borrower's Borrowing Base. Each request for a Committed Credit Loan by a Borrower shall constitute a representation by such Borrower that the conditions except as expressly set forth in Section 6.02 hereof have been satisfied on the date of such requestthis Agreement. Within the limits of foregoing limits, the provisions of Borrower may borrow under this Section 2.01, each Borrower repay, or, to the extent permitted or required by Section 2.07, prepay, Loans, but may borrow, prepay pursuant to Section 4.01, and not reborrow under this Section 2.01.

Commitment to Lend. Subject to Each Lender severally agrees, on the terms and ------------------ conditions hereinafter set forth in this Agreementforth, each Bank severally agrees to make Committed Credit Multicurrency Loans to each Borrower the Borrowers from time to time on any Banking Eurocurrency Business Day during the period from the date hereof to but not including Effective Date until the Expiration Date, as may be requested by such Borrower in accordance with Section 2.04 hereof, Maturity Date in an aggregate amount requested by the Borrowers not to exceed at any one time outstanding the amount of such BankLender's CommitmentCommitment Percentage of the Multicurrency Commitment or Dollar Equivalent thereof in one or more Optional Currencies. Each Committed Credit Loan made by the Banks to a Borrower hereunder in no event shall be in an amount of $1,000,000 or an integral multiple thereof; PROVIDED that (i) the aggregate principal outstanding balance of all Multicurrency Loans plus the aggregate ---- amount of all Foreign Guaranties exceed at no any one time shall $30,000,000 Dollar Equivalent, (ii) any Bank Lender be obligated to fund or maintain Committed Credit Multicurrency Loans in excess of such BankLender's Commitment; Commitment Percentage of Multicurrency Commitment or (iiiii) at no time shall State Street Bank be obligated to fund or maintain Committed Credit Loans to the extent that the principal amount of such Committed Credit Loans, together with the aggregate principal amount of Swing Line Loans outstanding to the Borrowers hereunder, exceeds State Street Bank's Commitment; (iii) at no time shall the aggregate outstanding principal amount of all Committed Credit Loans made to the Borrowers hereunder exceed the Maximum Committed Credit Amount; (iv) at no time shall the aggregate outstanding principal amount balance of all Loans made to the Borrowers hereunder exceed plus the Maximum Credit Amount; and Drawing Amount exceed at any one time the Total Commitment (v) calculating the Multicurrency Loans at no time shall the aggregate outstanding principal amount of all Loans made to any Borrower hereunder exceed such Borrower's Borrowing Basetheir Dollar Equivalent). Each request for a Committed Credit Loan by a Borrower shall constitute a representation by such Borrower that the conditions set forth in Section 6.02 hereof have been satisfied on the date of such request. Within the limits of the provisions of this Section 2.01, each Borrower The Borrowers may borrow, prepay pursuant to Section 4.01, (S)5.20 and reborrow under this Section 2.01(S) 4.1. The failure of any Lender to make the Multicurrency Loan to be made by it on any Drawdown Date shall not relieve any other Lender of its obligation, if any, hereunder to make its Multicurrency Loan, but no Lender shall be responsible for the failure of any other Lender to make the Multicurrency Loans to be made by such other Lender on such Drawdown Date.

Commitment to Lend. Subject to (a) Each Lender severally agrees, on the terms and conditions set forth in this Agreementherein, each Bank severally agrees to make Committed Credit its Pro Rata Share of Loans (other than Swing Line Loans) to each the Borrower from time to time on any Banking Day during before the period from the date hereof to but not including the Expiration Termination Date, as may be requested by provided that, immediately after each such Borrower in accordance with Section 2.04 hereofLoan is made, in an aggregate amount not to exceed at any one time outstanding the amount of such Bank's Commitment. Each Committed Credit Loan made by the Banks to a Borrower hereunder shall be in an amount of $1,000,000 or an integral multiple thereof; PROVIDED that (i) at no time shall any Bank be obligated with respect to fund or maintain Committed Credit Loans in excess of such Bank's Commitment; (ii) at no time shall State Street Bank be obligated to fund or maintain Committed Credit Loans to each Lender individually, the extent that the aggregate outstanding principal amount of such Committed Credit LoansLoans made or attributable to such Lender shall not exceed such Lender's Commitment, together and (ii) with the aggregate principal amount of Swing Line Loans outstanding respect to the Borrowers hereunderLenders collectively, exceeds State Street Bank's Commitment; (iii) at no time shall the aggregate outstanding principal amount of all Committed Credit such Loans made shall not exceed the Lenders' aggregate Commitment. (b) The Swing Line Bank agrees, on the terms and conditions set forth herein, to make Swing Line Loans to the Borrowers hereunder Borrower from time to time before the Termination Date, provided that, immediately after each such Swing Line Loan is made, (i) the outstanding aggregate principal amount of the Swing Line Loans shall not exceed the Maximum Committed Credit Amount; Swing Line Commitment, (ivii) at no time shall with respect to each Lender individually, the aggregate outstanding principal amount of all Loans made attributable to such Lender shall not exceed such Lender's Commitment, and (iii) with respect to the Borrowers hereunder exceed the Maximum Credit Amount; and (v) at no time shall Lenders collectively, the aggregate outstanding principal amount of all Loans made to any Borrower hereunder shall not exceed such Borrower's Borrowing Base. Each request for a Committed Credit Loan by a Borrower shall constitute a representation by such Borrower that the conditions set forth in Section 6.02 hereof have been satisfied on the date of such request. Lenders' aggregate Commitment. (c) Within the limits of foregoing limits, the provisions of this Section 2.01, each Borrower may borrowborrow under this Section, repay or, to the extent permitted by Section 2.10, prepay pursuant to Section 4.01, Loans and reborrow under this Section 2.01at any time before the Termination Date.

Commitment to Lend. Subject to all the terms and conditions of this Agreement, and in reliance on the representations, warranties and covenants of Borrower set forth in this Agreement, each Bank severally Lender agrees to make Committed Credit Loans loans or advances of funds to each Borrower from time to time on any Banking Day during the period from the date hereof Credit Period on a revolving basis (such loans being collectively hereinafter referred to but not including the Expiration Date, as may be requested by such Borrower in accordance with Section 2.04 hereof'LOANS' and each individually as a 'LOAN'), in an aggregate cumulative total principal amount not to exceed at any one time outstanding million Dollars (US $1,000,000). Lender's obligation to make Loans to Borrower under this Agreement is hereinafter referred to as the amount of such Bank's Commitment. Each Committed Credit Loan made by 'COMMITMENT.' Notwithstanding the Banks to a Borrower hereunder shall be in an amount of $1,000,000 or an integral multiple thereof; PROVIDED that (i) at no time shall any Bank foregoing, Lender will not be obligated to fund or maintain Committed Credit Loans make a Loan to Borrower unless and until Borrower executes and delivers to Lender a Note (as defined in excess of such Bank's Commitment; (iiSection 2.2) at no time shall State Street Bank be obligated to fund or maintain Committed Credit Loans to the extent that for the principal amount of such Committed Credit LoansLoan. In addition, together with Lender will not be obligated to advance any Loan to Borrower on or after the aggregate principal amount Maturity Date, and Lender's obligation to advance any Loan to Borrower is subject to satisfaction of Swing Line Loans outstanding all relevant terms and conditions of this Agreement, including but not limited to the Borrowers hereunder, exceeds State Street Bank's Commitment; conditions precedent and other provisions of Sections 5 (iii) at no time shall the aggregate outstanding principal amount of all Committed Credit Loans made with respect to the Borrowers hereunder exceed initial Loan) and 6 (with respect to each Loan). Notwithstanding the Maximum Committed Credit Amount; (iv) at no time shall the aggregate outstanding principal amount foregoing, Lender will not be obligated to make a Loan to Borrower unless and until a Borrower first gives Lender written notice of all Loans made to the Borrowers hereunder exceed the Maximum Credit Amount; and (v) at no time shall the aggregate outstanding principal amount of all Loans made to any Borrower hereunder exceed such Borrower's Borrowing Base. Each request for a Committed Credit Loan hereunder that sets forth the principal amount to the borrowed by Borrower under such requested Loan (a 'LOAN NOTICE) and the date on which such Loan is requested to be advanced, which date shall not be sooner than two (2) Business Days following Lender's receipt of such Loan Notice. In addition, Lender will not be obligated to advance any Loan to or on behalf of Borrower shall constitute a representation by such Borrower that the conditions except as set forth in Section 6.02 hereof have been satisfied on the date of such request. Within the limits of the provisions of this Section 2.01, each Borrower may borrow, prepay pursuant to Section 4.01, and reborrow under this Section 2.01Master Agreement.

Commitment to Lend. (a) Tranche A Commitment. Subject to the terms and conditions set forth in this Credit Agreement, each Bank of the Tranche A Banks severally agrees to make Committed Credit Loans lend to each the Borrower, and the Borrower may borrow, repay, and reborrow from time to time on any Banking Day during the period from the date hereof Closing Date up to but not including the Expiration Tranche A Conversion Date, as may be requested upon notice by such the Borrower to the Agent given in accordance with Section 2.04 hereof2.5, in an such sums as are requested by the Borrower up to a maximum aggregate principal amount not outstanding (after giving effect to exceed all amounts requested) at any one time outstanding the amount of equal to such Bank's Commitment. Each Committed Credit Loan made by the Banks to a Borrower hereunder shall be Tranche A Commitment then in an amount of $1,000,000 or an integral multiple thereof; PROVIDED effect, provided that (i) the sum of the outstanding Tranche A Loans (after giving effect to all amounts requested) shall not at no any time exceed the lesser of (A) the Tranche A Total Commitment then in effect and (B) the Borrowing Base and (ii) the sum of the outstanding Tranche A Loans and the outstanding Tranche B Loans (after giving effect to all amounts requested) shall not at any time exceed ninety-five percent (95%) of the Eligible Consumer Loan Amount. Notwithstanding anything herein to the contrary, the Borrower acknowledges, confirms and agrees that it shall not be entitled to receive, nor shall any Bank be obligated required to fund make, any Tranche A Loan if and to the extent that: (i) the Borrower has failed to substantially adhere to the Business Plan, including the Senior Lender Advance Schedule, as determined by the Required Banks in their sole and absolute discretion; or maintain Committed Credit Loans (ii) the most recent Weekly Flash Report delivered to the Banks in accordance with Section 7.4(n), indicates that the Borrower has in excess of such five million dollars ($5,000,000) in Available Cash on Hand. The Tranche A Loans shall be made pro rata in accordance with each Bank's Commitment; (ii) at no time shall State Street Bank be obligated to fund or maintain Committed Credit Loans to the extent that the principal amount of such Committed Credit Loans, together with the aggregate principal amount of Swing Line Loans outstanding to the Borrowers hereunder, exceeds State Street Bank's Commitment; (iii) at no time shall the aggregate outstanding principal amount of all Committed Credit Loans made to the Borrowers hereunder exceed the Maximum Committed Credit Amount; (iv) at no time shall the aggregate outstanding principal amount of all Loans made to the Borrowers hereunder exceed the Maximum Credit Amount; and (v) at no time shall the aggregate outstanding principal amount of all Loans made to any Borrower hereunder exceed such Borrower's Borrowing BaseTranche A Commitment Percentage. Each request for a Committed Credit Tranche A Loan by a Borrower hereunder shall constitute a representation and warranty by such the Borrower that the conditions set forth in Section 6.02 hereof 10 and Section 11, in the case of the initial Tranche A Loan to be made on the Closing Date, and Section 11, in the case of all other Tranche A Loans, have been satisfied on the date of such request. Within the limits of the provisions of this Section 2.01, each Borrower may borrow, prepay pursuant to Section 4.01, and reborrow under this Section 2.01.

Commitment to Lend. (a) Subject to the terms and conditions set forth in this Agreement, each Bank severally agrees to make Committed Credit Loans revolving loans (collectively as to each all Banks, the "Revolving Loans") to the Borrower from time to time on any Banking Business Day during the period from the date hereof to (but not including including) the Expiration Commitment Expiry Date, as may be requested by such Borrower in accordance with Section 2.04 hereof, in an aggregate amount not to exceed at any one time outstanding the amount of such Bank's CommitmentBorrower. Each Committed Credit Revolving Loan made by the Banks to a Borrower hereunder shall be in an the principal amount stated in the applicable Loan Request, shall be in a minimum principal amount of at least $1,000,000 or and an integral multiple thereof; PROVIDED of $100,000, and shall be allocated among the Banks ratably in proportion to their respective Commitment Amounts, provided that (i) at no time shall the aggregate outstanding principal amount of all Revolving Loans made by any Bank be obligated to fund or maintain Committed Credit Loans in excess of exceed such Bank's CommitmentCommitment Amount; (ii) at the time of such Revolving Loan, and after giving effect thereto, the M Portion of all outstanding Revolving Loans shall not exceed 50% of the current market value of the securities constituting Margin Stock in the Borrower's investment portfolio, as set forth on the schedule of portfolio securities delivered by the Borrower with the applicable Loan Request; (iii) at the time of such Revolving Loan, and after giving effect thereto, the NM Portion of all outstanding Revolving Loans shall not exceed 50% of the current market value of Eligible Assets, as set forth on the schedule of portfolio securities delivered by the Borrower with the applicable Loan Request; and (iv) at no time shall State Street Bank be obligated to fund or maintain Committed Credit Loans to the extent that the aggregate outstanding principal amount of all Revolving Loans made by all Banks exceed the Maximum Amount. Within the limits of the provisions of this Section 2.1, the Borrower may borrow, repay pursuant to Section 2.9 or prepay pursuant to Section 2.10(a) and reborrow under this Section 2.1(a) from time to time until the Commitment Expiry Date. (b) Subject to the terms hereof, each Bank will lend to the Borrower, on the Commitment Expiry Date, a term loan (collectively as to all Banks, the "Term Loans") that shall not exceed, in the aggregate principal amount, the lesser of (i) such Committed Credit Loans, together with Bank's Commitment Amount and (ii) the aggregate principal amount of Swing Line Revolving Loans made by such Bank then outstanding (it being understood that the proceeds of such Loans will be applied to the Borrowers hereunderrepayment in full of all such outstanding Revolving Loans); provided that (i) at the time of such Term Loan, exceeds State Street Bankand after giving effect thereto, the M Portion of all outstanding Term Loans shall not exceed 50% of the current market value of the securities constituting Margin Stock in the Borrower's Commitmentinvestment portfolio, as set forth on the schedule of portfolio securities delivered by the Borrower with the applicable Loan Request; (ii) at the time of such Term Loan, and after giving effect thereto, the NM Portion of all outstanding Term Loans shall not exceed 50% of the current market value of Eligible Assets, as set forth on the schedule of portfolio securities delivered by the Borrower with the applicable Loan Request; and (iii) at no time shall the aggregate outstanding principal amount of all Committed Credit Term Loans made to the Borrowers hereunder by all Banks exceed the Maximum Committed Credit Amount; . The Term Loans shall be payable in eight equal consecutive quarterly installments on the last day of each calendar quarter, commencing on the first of such dates to occur after the Commitment Expiry Date. (ivc) at Provided that no time Default shall have occurred and be continuing, the Borrower may convert all or any part (in integral multiples of $1,000,000) pro rata among the Banks of any outstanding Loan into a Loan of any other type provided for in this Agreement in the same aggregate outstanding principal amount amount, on any Business Day (which, in the case of all Loans made a conversion of a Eurodollar Loan, shall be the last day of the Interest Period applicable to the Borrowers hereunder exceed the Maximum Credit Amount; and (v) at no time shall the aggregate outstanding principal amount of all Loans made to any Borrower hereunder exceed such Borrower's Borrowing BaseEurodollar Loan). Each request for a Committed Credit Loan by a The Borrower shall constitute a representation by give the Agent prior notice of each such Borrower that the conditions set forth conversion (which notice shall be effective upon receipt) in accordance with Section 6.02 hereof have been satisfied on the date of such request. Within the limits of the provisions of this Section 2.01, each Borrower may borrow, prepay pursuant to Section 4.01, and reborrow under this Section 2.012.2.

Commitment to Lend. Subject to the terms and conditions set forth in this Credit Agreement, each Bank of the Banks severally agrees to make Committed Credit Loans lend to each the Borrower and the Borrower may borrow, repay, and reborrow from time to time on any Banking Day during the period from the date hereof Closing Date up to but not including the Expiration Date, as may be requested Termination Date upon notice by such the Borrower to the Administrative Agent given in accordance with Section 2.04 hereofss.2.6, in an such sums as are requested by the Borrower up to a maximum aggregate amount not outstanding (after giving effect to exceed all amounts requested) at any one time outstanding the amount of equal to such Bank's Commitment. Each Committed Revolving Credit Loan made by Commitment minus such Bank's Revolving Credit Commitment Percentage of the Banks to a Borrower hereunder shall be in an sum of the Maximum Drawing Amount of all Letters of Credit and all Unpaid Reimbursement Obligations, provided that the sum of the outstanding amount of $1,000,000 or an integral multiple thereof; PROVIDED that the Revolving Credit Loans (after giving effect to all amounts requested) plus the Maximum Drawing Amount of all Letters of Credit and all Unpaid Reimbursement Obligations shall not at any time exceed the least of (i) the Total Revolving Credit Commitment in effect at no time shall any Bank be obligated to fund or maintain Committed Credit Loans in excess of such Bank's Commitment; time, (ii) Adjusted Projected Revolver Outstandings at no time shall State Street Bank be obligated to fund or maintain Committed Credit Loans to the extent that the principal amount of such Committed Credit Loanstime, together with the aggregate principal amount of Swing Line Loans outstanding to the Borrowers hereunder, exceeds State Street Bank's Commitment; and (iii) at no time shall the aggregate outstanding principal amount approved to be borrowed by way of all Committed Revolving Credit Loans and Letters of Credit in the Interim Order or the Final Order, whichever is then in effect. The Revolving Credit Loans shall be made to the Borrowers hereunder exceed the Maximum Committed pro rata in accordance with each Bank's Revolving Credit Amount; (iv) at no time shall the aggregate outstanding principal amount of all Loans made to the Borrowers hereunder exceed the Maximum Credit Amount; and (v) at no time shall the aggregate outstanding principal amount of all Loans made to any Borrower hereunder exceed such Borrower's Borrowing BaseCommitment Percentage. Each request for a Committed Revolving Credit Loan by a Borrower hereunder shall constitute a representation and warranty by such the Borrower that the conditions set forth in Section 6.02 hereof ss.14 and ss.15, in the case of the initial Revolving Credit Loans to be made on the Closing Date, and ss.15, in the case of all other Revolving Credit Loans, have been satisfied on the date of such request. Within the limits of the provisions of this Section 2.01, each Borrower may borrow, prepay pursuant to Section 4.01, and reborrow under this Section 2.01.

Commitment to Lend. (a) Subject to the terms and conditions set forth in this Agreement, the Lender shall make loans (each Bank severally agrees to make Committed such loan, a “Revolving Credit Loans to each Borrower Loan” and collectively, the “Revolving Credit Loans”), from time to time time, to the Borrower, on any Banking Day during Business Day, in such amounts as the period Borrower may request and the Borrower may borrow, repay, and re-borrow, from time to time, between the date hereof to but not including of this Agreement and the Expiration Revolving Credit Maturity Date, as may be requested upon notice by such the Borrower to the Lender given in accordance with Section 2.04 hereof2.02 of this Agreement, in an aggregate amount not to exceed at any one time outstanding the amount of such Bank's Commitment. Each Committed Credit Loan made by the Banks up to a Borrower hereunder shall be in an amount of $1,000,000 or an integral multiple thereof; PROVIDED that (i) at no time shall any Bank be obligated to fund or maintain Committed Credit Loans in excess of such Bank's Commitment; (ii) at no time shall State Street Bank be obligated to fund or maintain Committed Credit Loans to the extent that the principal amount of such Committed Credit Loans, together with the maximum aggregate principal amount of Swing Line Loans outstanding (after giving effect to all amounts requested) at one time equal to the Borrowers hereunder, exceeds State Street Bank's Revolving Loan Commitment; (iii) at no time shall the aggregate outstanding principal amount of all Committed Credit Loans made to the Borrowers hereunder exceed the Maximum Committed Credit Amount; (iv) at no time shall the aggregate outstanding principal amount of all Loans made to the Borrowers hereunder exceed the Maximum Credit Amount; and (v) at no time shall the aggregate outstanding principal amount of all Loans made to any Borrower hereunder exceed such Borrower's Borrowing Base. Each request for a Committed Revolving Credit Loan by a Borrower hereunder shall constitute a representation by such the Borrower that the conditions set forth in Section 6.02 hereof this Agreement, applicable to such Revolving Credit Loan, have been satisfied or waived on the date of such request. (b) The Lender may, from time to time, in its sole and absolute discretion, permit the outstanding principal balance of all Revolving Credit Loans to exceed the Revolving Credit Commitment. Within In such event, any time and from time to time, the limits Borrower shall immediately repay to the Lender such portion of the provisions outstanding principal balance of all Revolving Credit Loans that exceeds the Revolving Credit Commitment or provide for other financial accommodations which equals the amount(s) by which the Revolving Credit Commitment has been exceeded. If the amount of the outstanding principal balance of all Revolving Credit Loans exceeds the Revolving Credit Commitment at any time, such excess shall also be subject to the terms of this Section 2.01, each Borrower may borrow, prepay pursuant to Section 4.01, and reborrow under this Section 2.01Agreement.

Commitment to Lend. Subject to the terms and conditions set forth in this Credit Agreement, each Bank of the Banks severally agrees to make Committed Credit Loans lend to each the Borrower and the Borrower may borrow, repay, and reborrow from time to time on any Banking Day during the period from the date hereof Closing Date up to but not including the Expiration Date, as may be requested Revolving Credit Loan Maturity Date upon notice by such the Borrower to the Agent given in accordance with Section 2.04 hereof§2.6, in an such sums as are requested by the Borrower up to a maximum aggregate amount not outstanding (after giving effect to exceed all amounts requested) at any one time equal to such Bank’s Commitment minus such Bank’s Commitment Percentage of the sum of the Maximum Drawing Amount and all Unpaid Reimbursement Obligations, provided that the sum of the outstanding the amount of such Bank's Commitment. Each Committed the Revolving Credit Loan made by Loans (after giving effect to all amounts requested) plus the Banks to a Borrower hereunder Maximum Drawing Amount and all Unpaid Reimbursement Obligations shall be in an amount not at any time exceed the lesser of $1,000,000 or an integral multiple thereof; PROVIDED that (i) the Total Commitment at no such time shall any Bank be obligated to fund or maintain Committed Credit Loans in excess of such Bank's Commitment; and (ii) the Borrowing Base at no time shall State Street Bank be obligated to fund or maintain Committed Credit Loans such time, provided, further, notwithstanding the foregoing proviso, to the extent that the principal Borrower is requesting a Revolving Credit Loan to fund all or a portion of a Permitted Acquisition, then the sum of the outstanding amount of such Committed Credit Loans, together with the aggregate principal amount of Swing Line Loans outstanding to the Borrowers hereunder, exceeds State Street Bank's Commitment; (iii) at no time shall the aggregate outstanding principal amount of all Committed Revolving Credit Loans made (after giving effect to all amounts requested) plus the Borrowers hereunder Maximum Drawing Amount and all Unpaid Reimbursement Obligations shall not at any time exceed the Maximum Committed Credit Amount; lesser of (ivi) the Total Commitment at no such time shall the aggregate outstanding principal amount of all Loans made to the Borrowers hereunder exceed the Maximum Credit Amount; and (vii) the Borrowing Base at no such time plus the Overadvance Amount at such time. The Revolving Credit Loans shall the aggregate outstanding principal amount of all Loans be made to any Borrower hereunder exceed such Borrower's Borrowing Basepro rata in accordance with each Bank’s Commitment Percentage. Each request for a Committed Revolving Credit Loan by a Borrower hereunder shall constitute a representation and warranty by such the Borrower that the conditions set forth in Section 6.02 hereof §11 and §12, in the case of the initial Revolving Credit Loans to be made on the Closing Date, and §12, in the case of all other Revolving Credit Loans, have been satisfied on the date of such request. Within the limits of the provisions of this Section 2.01, each Borrower may borrow, prepay pursuant to Section 4.01, and reborrow under this Section 2.01.

Commitment to Lend. Subject to (a) Upon the terms and subject to the conditions set forth in of this AgreementAgreement and while the Commitment is outstanding, each Bank severally SingTel NA agrees to make Committed Credit Loans lend to each the Borrower such sums that the Borrower may request up to an aggregate principal amount equal to the Borrowing Limit at any time and from time to time on any Banking Day during the period from the date hereof to but not including until the Expiration Date, as may the proceeds of which shall be requested by such Borrower in accordance with Section 2.04 hereof, in an aggregate amount not to exceed at any one time outstanding the amount of such Bank's Commitment. Each Committed Credit Loan made applied by the Banks to a Borrower hereunder for Equipment Expenditures by the Borrower specifically provided for in the Annual Budget. The Borrower may not reborrow amounts borrowed and repaid hereunder. Loans shall be in an a minimum aggregate principal amount of $1,000,000 or an integral multiple thereof; PROVIDED that U.S.$250,000. (b) The Borrower shall notify SingTel NA in writing, not later than five (5) Business Days preceding the Drawdown Date (which must be a Business Day) of each Loan requested hereunder. Any such notice (a "Loan Request") shall ------------ specify (i) at no time shall any Bank be obligated to fund or maintain Committed Credit Loans in excess of such Bank's Commitment; (ii) at no time shall State Street Bank be obligated to fund or maintain Committed Credit Loans to the extent that the principal amount of such Committed Credit LoansLoan, together with (ii) the aggregate principal amount of Swing Line Loans outstanding to the Borrowers hereunderproposed Drawdown Date, exceeds State Street Bank's Commitment; and (iii) at (in sufficient detail to permit SingTel NA to verify the same) the specific Equipment Expenditures provided for in the Annual Budget (including the approximate timing thereof which shall be no time shall later than twenty (20) days from the aggregate outstanding principal amount of all Committed Credit Loans made Drawdown Date and no earlier than three (3) months prior to the Borrowers hereunder exceed Drawdown Date (and not in any event before the Maximum Committed Credit Amount; date hereof) in respect of which the Loan Request is being made. Such notice may not be revoked after two (iv2) at no time shall days before the aggregate outstanding principal amount of all Loans made applicable Drawdown Date. Subject to the Borrowers hereunder exceed foregoing, so long as the Maximum Credit Amount; Commitment is then in effect and (v) at no time shall the aggregate outstanding principal amount of all Loans made to any Borrower hereunder exceed such Borrower's Borrowing Base. Each request for a Committed Credit Loan by a Borrower shall constitute a representation by such Borrower that the applicable conditions set forth in Section 6.02 (S)6 hereof have been satisfied met, SingTel NA shall advance the amount requested to the Borrower by transfer of immediately available funds not later than the close of business in Boston on such Drawdown Date. (c) The obligation of the date Borrower to repay to SingTel NA the principal of each Loan and interest accrued thereon shall be evidenced by a promissory note in the form of Annex A attached hereto (each such promissory ------- note,a "Note"), completed with appropriate insertions, dated the Drawdown Date ---- of such request. Within Loan, in a principal amount equal to the limits amount thereof, having a term of three (3) years from the provisions Drawdown Date, executed and delivered by the Borrower and payable to the order of this Section 2.01SingTel NA. (d) In consideration of SingTel NA's commitments and undertakings hereunder, each the Borrower may borrowshall pay to SingTel NA, prepay pursuant to Section 4.01concurrently with the execution and delivery hereof, and reborrow under this Section 2.01in good funds, a facility fee in the amount of One Million One Hundred Eighty-One Thousand Two Hundred Fifty Dollars (U.S.$1,181,250).

Commitment to Lend. (a) Subject to the terms and conditions set forth in this AgreementSection 10 hereof, each Bank of the Banks severally agrees shall lend to make Committed Credit Loans to each the Borrower, and the Borrower may borrow, repay, and reborrow from time to time on any Banking Day during between the period from Closing Date and the date hereof Maturity Date upon notice by the Borrower to but not including the Expiration Date, as may be requested by such Borrower Administrative Agent given in accordance with Section 2.04 hereof2.7, in an such sums as are requested by the Borrower up to a maximum aggregate principal amount not outstanding (after giving effect to exceed all amounts requested) at any one time outstanding the amount of equal to such Bank's Commitment, provided that the sum of (A) the outstanding amount of the Revolving Credit Loans (after giving effect to all amounts requested) plus (B) the outstanding amount of Competitive Bid Rate Loans shall not at any time exceed the Total Commitment. Each Committed The Revolving Credit Loan made by the Banks to a Borrower hereunder Loans shall be made pro rata in an amount accordance with each Bank's Commitment Percentage; provided that the failure of $1,000,000 any Bank to lend in accordance with this Credit Agreement shall not release any other Bank or an integral multiple thereof; PROVIDED that (i) at no time the Administrative Agent from their obligations hereunder, nor shall any Bank be obligated have any responsibility or liability in respect of a failure of any other Bank to fund or maintain Committed lend in accordance with this Credit Loans in excess of such Bank's Commitment; (ii) at no time shall State Street Bank be obligated to fund or maintain Committed Credit Loans to the extent that the principal amount of such Committed Credit Loans, together with the aggregate principal amount of Swing Line Loans outstanding to the Borrowers hereunder, exceeds State Street Bank's Commitment; (iii) at no time shall the aggregate outstanding principal amount of all Committed Credit Loans made to the Borrowers hereunder exceed the Maximum Committed Credit Amount; (iv) at no time shall the aggregate outstanding principal amount of all Loans made to the Borrowers hereunder exceed the Maximum Credit Amount; and (v) at no time shall the aggregate outstanding principal amount of all Loans made to any Borrower hereunder exceed such Borrower's Borrowing BaseAgreement. Each request for a Committed Revolving Credit Loan by a Borrower and each borrowing hereunder shall constitute a representation and warranty by such the Borrower that the conditions set forth in Section 6.02 hereof 10 have been satisfied on the date of such request. Within . (b) In the limits event that, at any time when the conditions precedent for any Loan have been satisfied, a Bank or the Administrative Agent, as the case may be, fails or refuses to fund its portion of such Loan, then, until such time as such Bank or the Administrative Agent, as the case may be, has funded its portion of such Loan, or all of the provisions other Banks and/or the Administrative Agent, as the case may be, have received payment in full of this Section 2.01the principal and interest due in respect of such Loan, each such non-funding Bank or Administrative Agent, as the case may be, shall not have the right to receive payment of any principal, interest or fees from the Borrower may borrow, prepay pursuant to Section 4.01, and reborrow under this Section 2.01in respect of its Loans.

Commitment to Lend. (a) Subject to the terms and conditions set forth in this AgreementSection 11 hereof, each Bank of the Banks severally agrees shall lend to make Committed Credit Loans to each the Borrower, and the Borrower may borrow, repay, and reborrow from time to time on any Banking Day during between the period from Closing Date and the date hereof Maturity Date upon notice by the Borrower to but not including the Expiration Date, as may be requested by such Borrower Administrative Agent given in accordance with Section 2.04 hereof2.7, in an such sums as are requested by the Borrower up to a maximum aggregate principal amount not outstanding (after giving effect to exceed all amounts requested) at any one time outstanding the amount of equal to such Bank's Commitment. Each Committed Credit Loan made by the Banks to a Borrower hereunder shall be in an amount of $1,000,000 or an integral multiple thereof; PROVIDED that Commitment minus (i) at no time shall any Bank be obligated to fund or maintain Committed Credit Loans in excess the case of such each of the Co-Agents acting in their capacity as a Bank's Commitment; (ii) at no time shall State Street Bank be obligated to fund or maintain Committed Credit Loans to the extent that , the principal amount of any outstanding Swing Loans made by such Committed Co-Agent, and (ii) such Bank's Commitment Percentage of the sum of the Maximum Drawing Amount and all Unpaid Reimbursement Obligations, provided that the sum of (A) the outstanding amount of the Revolving Credit Loans, together with Loans (after giving effect to all amounts requested) plus (B) the aggregate principal amount of outstanding Swing Line Loans plus (C) the Maximum Drawing Amount plus (D) all Unpaid Reimbursement Obligations plus (E) the outstanding amount of Competitive Bid Rate Loans shall not at any time exceed the Total Commitment. The Revolving Credit Loans shall be made pro rata in accordance with each Bank's Commitment Percentage; provided that the failure of any Bank to lend in accordance with this Credit Agreement shall not release any other Bank or the Borrowers Administrative Agent from their obligations hereunder, exceeds State Street Bank's Commitment; (iii) at no time nor shall the aggregate outstanding principal amount any Bank have any responsibility or liability in respect of all Committed a failure of any other Bank to lend in accordance with this Credit Loans made to the Borrowers hereunder exceed the Maximum Committed Credit Amount; (iv) at no time shall the aggregate outstanding principal amount of all Loans made to the Borrowers hereunder exceed the Maximum Credit Amount; and (v) at no time shall the aggregate outstanding principal amount of all Loans made to any Borrower hereunder exceed such Borrower's Borrowing BaseAgreement. Each request for a Committed Revolving Credit Loan by a Borrower and each borrowing hereunder shall constitute a representation and warranty by such the Borrower that the conditions set forth in Section 6.02 hereof 11 have been satisfied on the date of such request. Within . (b) In the limits event that, at any time when the conditions precedent for any Loan have been satisfied, a Bank or the Administrative Agent, as the case may be, fails or refuses to fund its portion of such Loan, then, until such time as such Bank or the Administrative Agent, as the case may be, has funded its portion of such Loan, or all of the provisions other Banks and/or the Administrative Agent, as the case may be, have received payment in full of this Section 2.01the principal and interest due in respect of such Loan, each such non- funding Bank or Administrative Agent, as the case may be, shall not have the right to receive payment of any principal, interest or fees from the Borrower may borrow, prepay pursuant to Section 4.01, and reborrow under this Section 2.01in respect of its Loans.

Commitment to Lend. (a) Subject to the terms and conditions set forth in this Credit Agreement, each Bank of the Banks severally agrees to make Committed Credit Loans lend to each the Borrower and the Borrower may borrow, repay, and reborrow from time to time on any Banking Day during the period from between the date hereof of this Credit Agreement and the ST Maturity Date upon notice by the Borrower to but not including the Expiration Date, as may be requested by such Borrower Administrative Agent given in accordance with Section 2.04 hereof, in an section 2.5 such sums as requested by the Borrower up to a maximum aggregate principal amount not outstanding (after giving effect to exceed all ST Loans then being requested) at any one time outstanding the amount of equal to such Bank's ST Commitment, provided that the sum of the outstanding amount of the ST Loans (after giving effect to all amounts then being requested) shall not exceed the Total ST Commitment. Each Committed Credit Loan made by the Banks to a Borrower hereunder The ST Loans shall be made pro rata in an amount of $1,000,000 or an integral multiple thereof; PROVIDED that (i) at no time shall any Bank be obligated to fund or maintain Committed Credit Loans in excess of such accordance with each Bank's Commitment; (ii) at no time shall State Street Bank be obligated to fund or maintain Committed Credit Loans to the extent that the principal amount of such Committed Credit Loans, together with the aggregate principal amount of Swing Line Loans outstanding to the Borrowers hereunder, exceeds State Street Bank's Commitment; (iii) at no time shall the aggregate outstanding principal amount of all Committed Credit Loans made to the Borrowers hereunder exceed the Maximum Committed Credit Amount; (iv) at no time shall the aggregate outstanding principal amount of all Loans made to the Borrowers hereunder exceed the Maximum Credit Amount; and (v) at no time shall the aggregate outstanding principal amount of all Loans made to any Borrower hereunder exceed such Borrower's Borrowing BaseST Commitment Percentage. Each request for a Committed Credit ST Loan by a Borrower shall constitute a representation by such the Borrower that the conditions set forth in Section 6.02 hereof section 8 and section 9, in the case of the initial ST Loans to be made on the Closing Date, and section 9, in the case of all other ST Loans, have been satisfied on the date of such request. Within . (b) Subject to the limits terms and conditions set forth in this Credit Agreement, each of the provisions of this Section 2.01, each Banks severally agrees to lend to the Borrower and the Borrower may borrow, prepay pursuant to Section 4.01repay, and reborrow under from time to time between the date of this Section 2.01Credit Agreement and the MT Maturity Date upon notice by the Borrower to the Administrative Agent given in accordance with section 2.5 such sums as requested by the Borrower up to a maximum aggregate principal amount outstanding (after giving effect to all MT Loans then being requested) at any one time equal to such Bank's MT Commitment minus such Bank's MT Commitment Percentage of the sum of the Maximum Drawing Amount and all Unpaid Reimbursement Obligations, provided that the sum of the outstanding amount of the MT Loans (after giving effect to all MT Loans then being requested) plus the Maximum Drawing Amount plus all Unpaid Reimbursement Obligations shall not exceed the Total MT Commitment. The MT Loans shall be made pro rata in accordance with each Bank's MT Commitment Percentage. Each request for a MT Loan shall constitute a representation by the Borrower that the conditions set forth in section 8 and section 9, in the case of the initial MT Loans to be made on the Closing Date, and section 9, in the case of all other MT Loans, have been satisfied on the date of such request.

Commitment to Lend. Subject to the provisions of ss.2.4 and the other terms and conditions set forth in this Agreement, each Bank of the Banks severally agrees to make Committed Credit Loans lend to the Borrower and the Borrower may borrow, repay, and reborrow from each Borrower Bank from time to time on any Banking Day during between the period from Closing Date and the date hereof Maturity Date upon notice by the Borrower to but not including the Expiration Date, as may be requested by such Borrower Agent given in accordance with Section 2.04 ss.2.4 hereof, in an such sums as are requested by the Borrower up to a maximum aggregate principal amount not outstanding (after giving effect to exceed all amounts requested) at any one time outstanding the amount of equal to such Bank's Commitment. Each Committed Credit Loan made by the Banks to a Borrower hereunder shall be in an amount of $1,000,000 or an integral multiple thereof; PROVIDED that (i) at no time shall any Bank be obligated to fund or maintain Committed Credit Loans in excess of Commitment minus such Bank's CommitmentCommitment Percentage of the sum of the Maximum Drawing Amount and all Unpaid Reimbursement Obligations; (ii) at no time shall State Street Bank be obligated to fund or maintain Committed provided that the sum of the outstanding aggregate amount of the Revolving Credit Loans (after giving effect to all amounts requested) plus the Maximum Drawing Amount and all Unpaid Reimbursement Obligations shall not at any time exceed the Borrowing Base at such time. The Borrower agrees that it shall be an Event of Default if at any time the outstanding Revolving Credit Loans plus the Maximum Drawing Amount and all Unpaid Reimbursement Obligations exceed the Borrowing Base at such time and such excess is not paid to the extent that Agent on behalf of the principal amount Banks within thirty (30) days of such Committed the Agent's request therefor. The Revolving Credit Loans, together Loans shall be made pro rata in accordance with the aggregate principal amount of Swing Line Loans outstanding to the Borrowers hereunder, exceeds State Street each Bank's Commitment; (iii) at no time shall the aggregate outstanding principal amount of all Committed Credit Loans made to the Borrowers hereunder exceed the Maximum Committed Credit Amount; (iv) at no time shall the aggregate outstanding principal amount of all Loans made to the Borrowers hereunder exceed the Maximum Credit Amount; and (v) at no time shall the aggregate outstanding principal amount of all Loans made to any Borrower hereunder exceed such Borrower's Borrowing BaseCommitment Percentage. Each request for a Committed Revolving Credit Loan by a Borrower made pursuant to ss.2.4 hereof shall constitute a representation and warranty by such the Borrower that the conditions set forth in Section 6.02 hereof ss.10 have been satisfied as of the Closing Date and that the conditions set forth in ss.11 have been satisfied on the date of such request. Within request and will be satisfied on the limits proposed Drawdown Date of the provisions requested Revolving Credit Loan. No Revolving Credit Loan shall be required to be made by any Bank unless all of this Section 2.01, each Borrower may borrow, prepay pursuant to Section 4.01, the conditions contained in ss.10 have been satisfied as of the Closing Date and reborrow under this Section 2.01that the conditions set forth in ss.11 have been met at the time of any request for a Revolving Credit Loan.

Commitment to Lend. Subject to the terms and conditions set forth in this Credit Agreement, each Bank of the Lenders severally agrees to make Committed Credit Loans lend to each Borrower the Borrowers and the Borrowers may borrow, repay, and reborrow on a joint and several basis from time to time on any Banking Day during the period from the date hereof Closing Date up to but not including the Expiration Date, as may be requested Revolving Credit Maturity Date upon notice by such Borrower the Borrowers to the Administrative Agent given in accordance with Section 2.04 hereofss.2.6, in an such sums as are requested by the Borrowers up to a maximum aggregate amount not outstanding (after giving effect to exceed all amounts requested) at any one time outstanding equal to such Lender's Revolving Credit Commitment MINUS such Lender's Revolving Credit Commitment Percentage of the amount sum of such Bank's Commitment. Each Committed Credit Loan made by the Banks to a Borrower hereunder shall be in an amount Maximum Drawing Amount and all Unpaid Reimbursement Obligations which have not been repaid with the proceeds of $1,000,000 or an integral multiple thereof; PROVIDED that (i) at no time shall any Bank be obligated to fund or maintain Committed Credit Loans in excess of such Bank's Commitment; (ii) at no time shall State Street Bank be obligated to fund or maintain Committed Credit Loans to the extent that the principal amount of such Committed Revolving Credit Loans, together PROVIDED that the sum of the outstanding amount of the Revolving Credit Loans (after giving effect to all amounts requested) PLUS the Maximum Drawing Amount and all Unpaid Reimbursement Obligations which have not been repaid with the aggregate principal amount proceeds of Swing Line Loans outstanding to Revolving Credit Loans, shall not at any time exceed the Borrowers hereunder, exceeds State Street Bank's Commitment; (iii) Total Revolving Commitment at no time shall the aggregate outstanding principal amount of all Committed such time. The Revolving Credit Loans shall be made to the Borrowers hereunder exceed the Maximum Committed PRO RATA in accordance with each Lender's Revolving Credit Amount; (iv) at no time shall the aggregate outstanding principal amount of all Loans made to the Borrowers hereunder exceed the Maximum Credit Amount; and (v) at no time shall the aggregate outstanding principal amount of all Loans made to any Borrower hereunder exceed such Borrower's Borrowing BaseCommitment Percentage. Each request for a Committed Revolving Credit Loan by a Borrower hereunder shall constitute a representation and warranty by such Borrower the Borrowers that the conditions set forth in Section 6.02 hereof ss.12 and ss.13, in the case of the initial Revolving Credit Loans to be made on the Closing Date, and ss.13, in the case of all other Revolving Credit Loans, have been satisfied on the date of such request. Within Notwithstanding anything contained herein to the limits contrary, (a) for the period commencing on the Closing Date through the date that is seven (7) days from the Closing Date, the aggregate amount of Revolving Credit Loans outstanding plus the Maximum Drawing Amount and all Unpaid Reimbursement Obligations as of the provisions Closing Date shall not exceed $9,000,000 and (b) for the period commencing on the date that is seven (7) days from the Closing Date through the date that is ten (10) days from the Closing Date, the aggregate amount of this Section 2.01, each Borrower may borrow, prepay pursuant to Section 4.01, and reborrow under this Section 2.01Revolving Credit Loans outstanding shall not exceed $6,000,000.

Commitment to Lend. (a) Upon the terms and subject to the conditions of this Agreement, and provided that no Default or Event of Default shall have occurred and be continuing, the Lender agrees to make to the Borrower, a Loan in the amount of the Commitment, provided, however, that the outstanding principal amount of the Loan shall not exceed twenty-two percent (22%) of the aggregate amount of the Acquisition Costs. (b) The Borrower shall notify the Lender in writing, not later than 11:00 a.m. New York time, on the Drawdown Date of the amount of the Loan being requested (a "Loan Request"), which Loan Request shall include: (i) the principal amount of the Loan requested, and (ii) all instructions necessary to allow the deposit on the Drawdown Date of the Loan proceeds to the Borrower's account or to such account as the Borrower may direct. Subject to the terms and Borrower's compliance with this Section 2.1, so long as the applicable conditions set forth in this AgreementAgreement under Section 6 hereof have been met, each Bank severally agrees the Lender shall advance the amount specified in the Loan Request to make Committed Credit Loans to each Borrower from time to time on any Banking Day during the period from account specified in the date hereof to but not including the Expiration Date, as may be requested by such Borrower in accordance with Section 2.04 hereofLoan Request, in an aggregate amount immediately available funds, not later than the close of business on the Drawdown Date. (c) The obligation of the Borrower to exceed at any one time outstanding the amount of such Bank's Commitment. Each Committed Credit Loan made by the Banks to a Borrower hereunder shall be in an amount of $1,000,000 or an integral multiple thereof; PROVIDED that (i) at no time shall any Bank be obligated to fund or maintain Committed Credit Loans in excess of such Bank's Commitment; (ii) at no time shall State Street Bank be obligated to fund or maintain Committed Credit Loans repay to the extent that Lender the principal amount of the Loan so requested, plus interest accrued thereon, shall be evidenced by a promissory note in the form of Exhibit C hereto (hereinafter referred to as the "Note"), dated the Drawdown Date by the Borrower, in an original principal amount equal to the amount of the Commitment, such Committed Credit LoansNote to be executed and delivered by the Borrower to the Lender or its registered assigns, together with in form and substance satisfactory to the aggregate Lender. Upon execution and delivery thereof, the Borrower shall inscribe in the Note the principal amount of Swing Line Loans outstanding the Note, where contemplated. The Note shall be delivered by the Borrower to the Borrowers hereunderLender at the time of and with the Loan Request of the Borrower. The Borrower shall deliver therewith all fully-executed Security Documents required pursuant to Section 3. The Borrower hereby authorizes the Lender, exceeds State Street Bank's Commitment; (iii) at no time or its duly authorized agent, to endorse on the grid attached as Schedule A to the Note an appropriate notation evidencing the amount of each advance to the Borrower, which, in the absence of manifest error, shall be conclusive as to the aggregate outstanding principal amount of all Committed Credit Loans made the Loan; provided, however, that the failure to make such notation shall not limit or otherwise affect the obligation of the Borrower to the Borrowers hereunder exceed Lender under this Agreement or the Maximum Committed Credit Amount; Note. (ivd) at no time shall Upon receipt by the aggregate outstanding principal amount Borrower of evidence satisfactory to it of the loss, theft, destruction or mutilation of the Note, and (in case of loss, theft or destruction) of indemnity reasonably satisfactory to it, and upon surrender and cancellation of such Note, if mutilated, the Borrower, upon reimbursement to it of all Loans made reasonable expenses incidental thereto, shall make and deliver to the Borrowers hereunder exceed the Maximum Credit Amount; and (v) at no time shall the aggregate outstanding principal amount Lender a new Note, of all Loans made to any Borrower hereunder exceed such Borrower's Borrowing Base. Each request for a Committed Credit Loan by a Borrower shall constitute a representation by such Borrower that the conditions set forth like tenor, in Section 6.02 hereof have been satisfied on the date lieu of such requestNote. Within the limits of Any Note made and delivered in accordance with the provisions of this Section 2.01, each Borrower may borrow, prepay pursuant 2.1 shall be dated as of the date to Section 4.01, and reborrow under this Section 2.01which interest has been paid on the Note so replaced.

Commitment to Lend. (a) Subject to the terms and conditions set forth in this Agreement, each Bank of the Banks severally agrees to make Committed Credit Loans lend to each Borrower the Borrowers and the Borrowers may borrow, repay, and reborrow from time to time on any Banking Day during between the period from Restatement Date and the date hereof Maturity Date upon notice by the Borrowers to but not including the Expiration Date, as may be requested by such Borrower Agent given in accordance with Section 2.04 hereof2.1(c), in an such sums as are requested by the Borrowers up to a maximum aggregate amount not outstanding (after giving effect to exceed all amounts requested) at any one time outstanding the amount of equal to such Bank's Commitment. Each Committed Credit Loan made by Commitment minus such Bank's Commitment Percentage of the Banks to a Borrower hereunder shall be in an sum of the Maximum Drawing Amount, all Unpaid Reimbursement Obligations and the Dollar Equivalent of the aggregate amount of $1,000,000 or an integral multiple thereof; PROVIDED German Outstandings, provided that (i) the aggregate amount of the Total Outstandings (after giving effect to all amounts requested) shall not at no any time exceed the Total Commitment and (ii) the sum of (A) the aggregate amount of the Total Outstandings (excluding the German Outstandings) plus (B) the sum of the German Facility Reserves, if any, of each of the German Borrowers, shall not at any time exceed the Borrowing Base. (b) The Loans shall be evidenced by separate promissory notes of the Borrowers in substantially the form of Exhibit B hereto (each a "Note"), dated as of the Restatement Date and completed with appropriate insertions. One Note shall be payable to the order of each Bank be obligated in a principal amount equal to fund or maintain Committed Credit Loans in excess of such Bank's Commitment; (ii) at no time shall State Street Bank be obligated to fund or maintain Committed Credit Loans to Commitment or, if less, the extent that the principal amount of such Committed Credit Loans, together with the aggregate principal amount of Swing Line Loans outstanding to the Borrowers hereunder, exceeds State Street Bank's Commitment; (iii) at no time shall the aggregate outstanding principal amount of all Committed Credit Loans made to the Borrowers hereunder exceed the Maximum Committed Credit Amount; (iv) at no time shall the aggregate outstanding principal amount of all Loans made to by such Bank, plus interest accrued thereon, as set forth below. Each of the Borrowers hereunder exceed irrevocably authorizes each Bank to make or cause to be made, at or about the Maximum Credit Amount; and (v) time of the Drawdown Date of any Loan or at no the time shall of receipt of any payment of principal on such Bank's Note, an appropriate notation on such Bank's Record reflecting the aggregate outstanding principal amount of all Loans made to any Borrower hereunder exceed such Borrower's Borrowing Base. Each request for a Committed Credit Loan by a Borrower shall constitute a representation by such Borrower that the conditions set forth in Section 6.02 hereof have been satisfied on the date making of such request. Within Loan or (as the limits case may be) the receipt of the provisions of this Section 2.01, each Borrower may borrow, prepay pursuant to Section 4.01, and reborrow under this Section 2.01.such 32 -27-