Common use of The Loans Clause in Contracts

The Loans. Subject to the terms and conditions set forth herein, each Lender severally agrees to make loans to each of the Revolving Borrowers (each such loan, a “Revolving Loan”) in Dollars or, in the case of the Global Lenders, in one or more Alternative Currencies from time to time, on any Business Day during the Availability Period, in an aggregate amount not to exceed at any time outstanding the amount of such Lender’s Commitment; provided, however, that after giving effect to any Borrowing, (i) the aggregate Outstanding Amount of all Revolving Loans, plus the aggregate Outstanding Amount of all L/C Obligations (excluding Subsidiary L/C Obligations), plus the Assumed Swingline Loan Amount shall not exceed the Aggregate Commitments and (ii) the aggregate Outstanding Amount of the Revolving Loans of any Lender, plus such Lender’s Pro Rata Share of the Outstanding Amount of all L/C Obligations (excluding Subsidiary L/C Obligations), plus such Lender’s Pro Rata Share of the Assumed Swingline Loan Amount shall not exceed such Lender’s Commitment. Notwithstanding the foregoing sentence, subject to the terms and conditions set forth herein, each Lender (other than the Non-Global Lenders) severally agrees to make Revolving Loans (without application of the Assumed Swingline Loan Amount) in an amount equal to its Pro Rata Share of the Revolving Loans made to refinance Swingline Loans in accordance with Section 2.04(e) and to refinance drawings under Letters of Credit for the account of Subsidiary Swingline Borrowers which have not been reimbursed on the Honor Date by such Subsidiary Swingline Borrowers in accordance with Section 2.03(c), in each case, in an aggregate amount not to exceed such Lender’s Commitment; provided, however, that after giving effect to any such Borrowing, (i) the Total Outstandings shall not exceed the Aggregate Commitments, (ii) the aggregate Outstanding Amount of all Loans of any Lender, plus the aggregate Outstanding Amount of all L/C Obligations of any Lender shall not exceed such Lender’s Commitment, and (iii) the Outstanding Amount of all Subsidiary L/C Obligations of such Subsidiary Swingline Borrower, plus the Outstanding Amount of all Swingline Loans of such Subsidiary Swingline Borrower shall not exceed such Subsidiary Swingline Borrower’s Subsidiary Currency Sublimit. Within the limits of each Lender’s Commitment, and subject to the other terms and conditions hereof, the Borrowers may borrow under this Section 2.01, prepay under Section 2.05, and reborrow under this Section 2.01. Revolving Loans may be Base Rate Loans or Eurocurrency Rate Loans, as further provided herein.

The Loans. Subject to the terms and conditions set forth herein, each Lender severally agrees to make loans to each of the Revolving Borrowers (each such loan, a “Revolving Credit Loan”) in Dollars or, in the case of the Global Lenders, in one or more Alternative Currencies to each Borrower from time to time, on any Business Day during the Availability Period, in an aggregate principal amount (based in respect of any Revolving Credit Loans to be denominated in a Committed Currency by reference to the Equivalent thereof in Dollars determined on the date of delivery of the applicable Committed Loan Notice) not to exceed at any time outstanding the amount of such Lender’s Commitment; provided, however, that after giving effect to any Revolving Credit Borrowing, (i) the Total Outstandings shall not exceed the Aggregate Commitments,(ii) the aggregate Outstanding Amount of all Revolving Loans, plus the aggregate Outstanding Amount of all L/C Obligations (excluding Subsidiary L/C Obligations), plus the Assumed Swingline Loan Amount Credit Loans denominated in a Committed Currency shall not exceed the Aggregate Commitments Committed Currency Sublimit and (iiiii) the aggregate Outstanding Amount of the Revolving Credit Loans of any Lender, plus such Lender’s Pro Rata Share of the Outstanding Amount of all L/C Obligations (excluding Subsidiary L/C Obligations), plus such Lender’s Pro Rata Share of the Assumed Swingline Loan Outstanding Amount of all Swing Line Loans shall not exceed such Lender’s Commitment. Notwithstanding the foregoing sentence, subject to the terms and conditions set forth herein, each Lender (other than the Non-Global Lenders) severally agrees to make Revolving Loans (without application of the Assumed Swingline Loan Amount) in an amount equal to its Pro Rata Share of the Revolving Loans made to refinance Swingline Loans in accordance with Section 2.04(e) and to refinance drawings under Letters of Credit for the account of Subsidiary Swingline Borrowers which have not been reimbursed on the Honor Date by such Subsidiary Swingline Borrowers in accordance with Section 2.03(c), in each case, in an aggregate amount not to exceed such Lender’s Commitment; provided, however, that after giving effect to any such Borrowing, (i) the Total Outstandings shall not exceed the Aggregate Commitments, (ii) the aggregate Outstanding Amount of all Loans of any Lender, plus the aggregate Outstanding Amount of all L/C Obligations of any Lender shall not exceed such Lender’s Commitment, and (iii) the Outstanding Amount of all Subsidiary L/C Obligations of such Subsidiary Swingline Borrower, plus the Outstanding Amount of all Swingline Loans of such Subsidiary Swingline Borrower shall not exceed such Subsidiary Swingline Borrower’s Subsidiary Currency Sublimit. Within the limits of each Lender’s Commitment, and subject to the other terms and conditions hereof, the Borrowers may borrow under this Section 2.01, prepay under Section 2.05, and reborrow under this Section 2.01. Revolving Credit Loans may be Base Rate Loans or Eurocurrency Rate Loans, as further provided herein.

The Loans. Subject to the terms and conditions set forth herein, each Lender severally agrees to make loans to each of the Revolving Borrowers (each such loan, a “Revolving Credit Loan”) in Dollars or, in to the case of the Global Lenders, in one or more Alternative Currencies Borrower from time to time, on any Business Day during the Availability Period, in an aggregate principal amount (based in respect of any Revolving Credit Loans to be denominated in a Committed Currency by reference to the Equivalent thereof in Dollars determined on the date of delivery of the applicable Committed Loan Notice) not to exceed at any time outstanding the amount of such Lender’s Commitment; provided, however, that after giving effect to any Borrowing, (i) the aggregate Outstanding Amount of all Revolving Loans, plus the aggregate Outstanding Amount of all L/C Obligations (excluding Subsidiary L/C Obligations), plus the Assumed Swingline Loan Amount shall not exceed the Aggregate Commitments and (ii) the aggregate Outstanding Amount of the Revolving Loans of any Lender, plus such Lender’s Pro Rata Share of the Outstanding Amount of all L/C Obligations (excluding Subsidiary L/C Obligations), plus such Lender’s Pro Rata Share of the Assumed Swingline Loan Amount shall not exceed such Lender’s Commitment. Notwithstanding the foregoing sentence, subject to the terms and conditions set forth herein, each Lender (other than the Non-Global Lenders) severally agrees to make Revolving Loans (without application of the Assumed Swingline Loan Amount) in an amount equal to its Pro Rata Share of the Revolving Loans made to refinance Swingline Loans in accordance with Section 2.04(e) and to refinance drawings under Letters of Credit for the account of Subsidiary Swingline Borrowers which have not been reimbursed on the Honor Date by such Subsidiary Swingline Borrowers in accordance with Section 2.03(c), in each case, in an aggregate amount not to exceed such Lender’s Commitment; provided, however, that after giving effect to any such Borrowing, (i) the Total Outstandings shall not exceed the Aggregate Commitments, (ii) the aggregate Outstanding Amount of all Revolving Credit Loans denominated in a Committed Currency shall not exceed the Committed Currency Sublimit, and (iii) the aggregate Outstanding Amount of the Revolving Credit Loans of any Lender, plus such Lender’s Pro Rata Share of the aggregate Outstanding Amount of all L/C Obligations Obligations, plus such Lender’s Pro Rata Share of any Lender the Outstanding Amount of all Swing Line Loans shall not exceed such Lender’s Commitment, and (iii) the Outstanding Amount of all Subsidiary L/C Obligations of such Subsidiary Swingline Borrower, plus the Outstanding Amount of all Swingline Loans of such Subsidiary Swingline Borrower shall not exceed such Subsidiary Swingline Borrower’s Subsidiary Currency Sublimit. Within the limits of each Lender’s Commitment, and subject to the other terms and conditions hereof, the Borrowers Borrower may borrow under this Section 2.01, prepay under Section 2.05, and reborrow under this Section 2.01. Revolving Credit Loans may be Base Rate Loans or Eurocurrency Rate Loans, as further provided herein.

The Loans. Subject to the terms and conditions set forth herein, each Lender severally agrees to make loans to each of the Revolving Borrowers (each such loan, a “Revolving Credit Loan”) in Dollars or, in to the case of the Global Lenders, in one or more Alternative Currencies Borrowers from time to time, on any Business Day during the Availability Period, in an aggregate amount not to exceed at any time outstanding the amount of such Lender’s Commitment; provided, however, that after giving effect to any Borrowing, (i) the aggregate Outstanding Amount of all Revolving Loans, plus the aggregate Outstanding Amount of all L/C Obligations (excluding Subsidiary L/C Obligations), plus the Assumed Swingline Loan Amount shall not exceed the Aggregate Commitments and (ii) the aggregate Outstanding Amount of the Revolving Loans of any Lender, plus such Lender’s Pro Rata Share of the Outstanding Amount of all L/C Obligations (excluding Subsidiary L/C Obligations), plus such Lender’s Pro Rata Share of the Assumed Swingline Loan Amount shall not exceed such Lender’s Commitment. Notwithstanding the foregoing sentence, subject to the terms and conditions set forth herein, each Lender (other than the Non-Global Lenders) severally agrees to make Revolving Loans (without application of the Assumed Swingline Loan Amount) in an amount equal to its Pro Rata Share of the Revolving Loans made to refinance Swingline Loans in accordance with Section 2.04(e) and to refinance drawings under Letters of Credit for the account of Subsidiary Swingline Borrowers which have not been reimbursed on the Honor Date by such Subsidiary Swingline Borrowers in accordance with Section 2.03(c), in each case, in an aggregate amount not to exceed such Lender’s Commitment; provided, however, that after giving effect to any such Borrowing, (i) the Total Outstandings shall not exceed the Aggregate CommitmentsBorrowing Base, and (ii) the aggregate Outstanding Amount of all the Revolving Credit Loans of any Lender, plus such Lender’s Applicable Percentage of the aggregate Outstanding Amount of all L/C Obligations Obligations, plus such Lender’s Applicable Percentage of any Lender the Outstanding Amount of all Swing Line Loans shall not exceed such Lender’s Commitment, and (iii) the Outstanding Amount of all Subsidiary L/C Obligations of such Subsidiary Swingline Borrower, plus the Outstanding Amount of all Swingline Loans of such Subsidiary Swingline Borrower shall not exceed such Subsidiary Swingline Borrower’s Subsidiary Currency Sublimit. Within the limits of each Lender’s Commitmentthe Borrowing Base, and subject to the other terms and conditions hereof, the Borrowers may borrow under this Section 2.01, prepay under Section 2.05, and reborrow under this Section 2.01. Revolving Credit Loans may be Base Rate Loans or Eurocurrency Eurodollar Rate Loans, as further provided herein; provided, however, any Revolving Credit Borrowings made on the Closing Date or any of the three (3) Business Days following the Closing Date shall be made as Base Rate Loans unless Newpark delivers a funding indemnity letter acceptable to the Administrative Agent not less than three (3) Business Days prior to the date of such Revolving Credit Borrowing.

The Loans. Subject to the terms and conditions set forth herein, each Term Loan Lender severally agrees to make term loans to each of the Revolving Borrowers (each such loan, an “Initial Term Loan”) to a Borrower on the Closing Date in Dollars in an aggregate amount of up to such Term Loan Lender’s Term Loan Commitment. Amounts repaid or prepaid in respect of Term Loans may not be reborrowed. Term Loans may be Base Rate Loans or Eurocurrency Rate Loans, as further provided herein. Subject to the terms and conditions set forth herein, each Initial Revolving Credit Lender severally agrees to make revolving loans (each such loan, an “Initial Revolving Credit Loan”) in Dollars or, in the case of the Global Lenders, in one or more an Alternative Currencies Currency to a Borrower from time to time, on any Business Day during the Initial Availability Period, in an aggregate amount not to exceed up to, at any time outstanding the amount of outstanding, such Initial Revolving Credit Lender’s Initial Revolving Credit Commitment; provided, however, that after giving effect to any Revolving Credit Borrowing, (i) the aggregate Outstanding Amount of all Revolving Loans, plus the aggregate Outstanding Amount of all L/C Obligations (excluding Subsidiary L/C Obligations), plus the Assumed Swingline Loan Amount shall not exceed the Aggregate Commitments and (ii) the aggregate Outstanding Amount of the Revolving Loans of any Lender, plus such Lender’s Pro Rata Share of the Outstanding Amount of all L/C Obligations (excluding Subsidiary L/C Obligations), plus such Lender’s Pro Rata Share of the Assumed Swingline Loan Amount shall not exceed such Lender’s Commitment. Notwithstanding the foregoing sentence, subject to the terms and conditions set forth herein, each Lender (other than the Non-Global Lenders) severally agrees to make Revolving Loans (without application of the Assumed Swingline Loan Amount) in an amount equal to its Pro Rata Share of the Revolving Loans made to refinance Swingline Loans in accordance with Section 2.04(e) and to refinance drawings under Letters of Credit for the account of Subsidiary Swingline Borrowers which have not been reimbursed on the Honor Date by such Subsidiary Swingline Borrowers in accordance with Section 2.03(c), in each case, in an aggregate amount not to exceed such Lender’s Commitment; provided, however, that after giving effect to any such Borrowing, (i) the Total Outstandings shall not exceed the Aggregate Total Revolving Credit Commitments, (ii) the aggregate Outstanding Amount of all Loans of any Lender, plus the aggregate Outstanding Amount of all L/C Obligations of any Lender shall not exceed such Lender’s Commitment, and (iii) the Outstanding Amount of all Subsidiary L/C Obligations of such Subsidiary Swingline Borrower, plus the Outstanding Amount of all Swingline Loans of such Subsidiary Swingline Borrower shall not exceed such Subsidiary Swingline Borrower’s Subsidiary Currency Sublimit. Within the limits of each Revolving Credit Lender’s Revolving Credit Commitment, and subject to the other terms and conditions hereof, the Borrowers a Borrower may borrow under this Section 2.01, prepay under Section 2.05, and reborrow under this Section 2.01. Revolving Credit Loans may be Base Rate Loans or Eurocurrency Rate Loans, as further provided herein. Each Revolving Credit Borrowing (including any deemed Revolving Credit Borrowings made pursuant to Section 2.03) shall be allocated pro rata among the outstanding Tranches of Revolving Credit Commitments.

The Loans. Subject to the terms and conditions set forth herein, each Lender severally agrees to make loans to each of the Revolving Borrowers (each such loan, a “"Revolving Loan”") in Dollars or, in the case of the Global Lenders, or in one or more Alternative Currencies from time to time, on any Business Day during the Availability Period, in an aggregate amount not to exceed at any time outstanding the amount of such Lender’s 's Commitment; provided, however, that after giving effect to any Borrowing, (i) the aggregate Outstanding Amount of all Revolving Loans, plus the aggregate Outstanding Amount of all L/C Obligations (excluding Subsidiary L/C Obligations), plus the Assumed Swingline Loan Amount shall not exceed the Aggregate Commitments and (ii) the aggregate Outstanding Amount of the Revolving Loans of any Lender, plus such Lender’s 's Pro Rata Share of the Outstanding Amount of all L/C Obligations (excluding Subsidiary L/C Obligations), plus such Lender’s 's Pro Rata Share of the Assumed Swingline Loan Amount shall not exceed such Lender’s 's Commitment. Notwithstanding the foregoing sentence, subject to the terms and conditions set forth herein, each Lender (other than the Non-Global Lenders) severally agrees to make Revolving Loans (without application of the Assumed Swingline Loan Amount) in an amount equal to its Pro Rata Share of the Revolving Loans made to refinance Swingline Loans in accordance with Section 2.04(e) and to refinance drawings under Letters of Credit for the account of Subsidiary Swingline Borrowers which have not been reimbursed on the Honor Date by such Subsidiary Swingline Borrowers in accordance with Section 2.03(c), in each case, in an aggregate amount not to exceed such Lender’s 's Commitment; provided, however, that after giving effect to any such Borrowing, (i) the Total Outstandings shall not exceed the Aggregate Commitments, (ii) the aggregate Outstanding Amount of all Loans of any Lender, plus the aggregate Outstanding Amount of all L/C Obligations of any Lender shall not exceed such Lender’s 's Commitment, and (iii) the Outstanding Amount of all Subsidiary L/C Obligations of such Subsidiary Swingline Borrower, plus the Outstanding Amount of all Swingline Loans of such Subsidiary Swingline Borrower shall not exceed such Subsidiary Swingline Borrower’s 's Subsidiary Currency Sublimit. Within the limits of each Lender’s 's Commitment, and subject to the other terms and conditions hereof, the Borrowers may borrow under this Section 2.01, prepay under Section 2.05, and reborrow under this Section 2.01. Revolving Loans may be Base Rate Loans or Eurocurrency Rate Loans, as further provided herein.

The Loans. Subject to the terms and conditions set forth hereinspecified in this Agreement, each Lender severally agrees to make loans lend to each of the Revolving Borrowers Company up to the sum set forth opposite such Lender's name on Exhibit A (each, a "Credit Line," and collectively, the "Total Credit Line"). Each month for the next nine months prior to the Maturity Date (as defined below), the Company may borrow from the Lenders the principal amount (each such loan, a “Revolving Loan”"Loan Amount") in Dollars or, in the case of the Global Lenders, in up to one or more Alternative Currencies from time to time, on any Business Day during the Availability Period, in an aggregate amount not to exceed at any time outstanding the amount of such Lender’s Commitmentmillion dollars ($1,000,000); provided, however, that after giving effect to any Borrowing, (i) the aggregate Outstanding Amount of all Revolving Loans, plus the aggregate Outstanding Amount of all L/C Obligations (excluding Subsidiary L/C Obligations), plus the Assumed Swingline Loan Amount shall not exceed be made on a pro rata basis from the Aggregate Commitments and (ii) Lenders based on the aggregate Outstanding Amount Pro Rata Percentages set forth on Exhibit A attached hereto. At the end of each month prior to the Maturity Date, the Company will inform the Lenders in writing of the Revolving Loans of any Lendernext month's Loan Amount based on the Company's anticipated funding needs for the next month, plus such Lender’s and each Lender will provide its Pro Rata Share Percentage, set forth on Exhibit A attached hereto, of the Outstanding Loan Amount of all L/C Obligations (excluding Subsidiary L/C Obligations), plus such Lender’s Pro Rata Share on the second business day after receipt of the Assumed Swingline notice of the Loan Amount. Each Loan Amount shall not exceed such Lender’s Commitment. Notwithstanding be made against the foregoing sentence, subject issuance and delivery by the Company of a promissory note to each Lender for the terms and conditions set forth herein, portion of the Loan Amount borrowed from each Lender (each a "Note," and collectively, the "Notes") in substantially the form attached hereto as Exhibit B. The availability of additional funding under these credit lines will be automatically cancelled in the event of new external funding provided to the Company or in case of a sale, merger or other than the Non-Global Lenders) severally agrees to make Revolving Loans (without application disposition of the Assumed Swingline Loan AmountCompany such that after such event the Lenders collectively own less than fifty percent (50%) in an amount equal to its Pro Rata Share of the Revolving Loans made to refinance Swingline Loans in accordance with Section 2.04(e) and to refinance drawings under Letters outstanding securities of Credit for the account of Subsidiary Swingline Borrowers which have not been reimbursed on the Honor Date by such Subsidiary Swingline Borrowers in accordance with Section 2.03(c), in each case, in an aggregate amount not to exceed such Lender’s Commitment; provided, however, that after giving effect to any such Borrowing, (i) the Total Outstandings shall not exceed the Aggregate Commitments, (ii) the aggregate Outstanding Amount of all Loans of any Lender, plus the aggregate Outstanding Amount of all L/C Obligations of any Lender shall not exceed such Lender’s Commitment, and (iii) the Outstanding Amount of all Subsidiary L/C Obligations of such Subsidiary Swingline Borrower, plus the Outstanding Amount of all Swingline Loans of such Subsidiary Swingline Borrower shall not exceed such Subsidiary Swingline Borrower’s Subsidiary Currency Sublimit. Within the limits of each Lender’s Commitment, and subject to the other terms and conditions hereof, the Borrowers may borrow under this Section 2.01, prepay under Section 2.05, and reborrow under this Section 2.01. Revolving Loans may be Base Rate Loans or Eurocurrency Rate Loans, as further provided hereinCompany.

The Loans. Subject to the terms and conditions of this Agreement, each Purchaser agrees to lend to the Company on the date hereof (the “Initial Closing”) the “Base Amount” and, if applicable, the “Over Pro Rata Amount” set forth herein, each Lender severally agrees to make loans to each of the Revolving Borrowers (opposite each such loanPurchaser’s name on the “Initial Closing” table set forth on the Schedule of Purchasers attached hereto against the issuance and delivery by the Company of a convertible promissory note for each such amount, in substantially the form attached hereto as Exhibit A (each, a “Revolving LoanNote” and collectively, the “Notes” and any Note issued for a loan of a “Base Amount” shall be referred to herein as a “Base Note” and any Note issued for a loan of an “Over Pro Rata Amount” shall be referred to herein as a “Over Pro Rata Note”). Each Note shall automatically be converted (i) into shares of Equity Securities (as hereinafter defined), at the Applicable Conversion Rate as provided in such Note, upon the closing of the Company’s next sale of Equity Securities in a single transaction or series of related transactions with aggregate gross proceeds to the Company of at least $1,500,000 from investors that are not currently stockholders of the Company and who are not strategic investors who have obtained additional business rights that are not granted in typical VC-led financings (a “Qualified Financing”), or (ii) into shares of the Company’s Series E Preferred Stock, at the Applicable Conversion Rate as provided in such Note (the “Series E Preferred”), (a) if a Qualified Financing does not occur by November 30, 2014, (b) upon the occurrence of an initial public offering of the Company, (c) upon the occurrence of an Acquisition or Asset Transfer (as such terms are defined in the Company’s certificate of incorporation) or (d) if Purchasers holding at least 55% of the aggregate principal amount outstanding under the Notes (the “Required Holders”) in Dollars or, in elect for the case Notes to convert into shares of the Global Lenders, in one or more Alternative Currencies from time to time, on any Business Day during the Availability Period, in an aggregate amount not to exceed Series E Preferred at any time outstanding the amount of such Lender’s Commitment; provided, however, that after giving effect prior to any Borrowing, (i) the aggregate Outstanding Amount of all Revolving Loans, plus the aggregate Outstanding Amount of all L/C Obligations (excluding Subsidiary L/C Obligations), plus the Assumed Swingline Loan Amount shall not exceed the Aggregate Commitments and (ii) the aggregate Outstanding Amount of the Revolving Loans of any Lender, plus such Lender’s Pro Rata Share of the Outstanding Amount of all L/C Obligations (excluding Subsidiary L/C Obligations), plus such Lender’s Pro Rata Share of the Assumed Swingline Loan Amount shall not exceed such Lender’s Commitment. Notwithstanding the foregoing sentence, subject to the terms and conditions set forth herein, each Lender (other than the Non-Global Lenders) severally agrees to make Revolving Loans (without application of the Assumed Swingline Loan Amount) in an amount equal to its Pro Rata Share of the Revolving Loans made to refinance Swingline Loans in accordance with Section 2.04(e) and to refinance drawings under Letters of Credit for the account of Subsidiary Swingline Borrowers which have not been reimbursed on the Honor Date by such Subsidiary Swingline Borrowers in accordance with Section 2.03(c), in each case, in an aggregate amount not to exceed such Lender’s Commitment; provided, however, that after giving effect to any such Borrowing, (i) the Total Outstandings shall not exceed the Aggregate Commitments, (ii) the aggregate Outstanding Amount of all Loans of any Lender, plus the aggregate Outstanding Amount of all L/C Obligations of any Lender shall not exceed such Lender’s Commitment, and (iii) the Outstanding Amount of all Subsidiary L/C Obligations of such Subsidiary Swingline Borrower, plus the Outstanding Amount of all Swingline Loans of such Subsidiary Swingline Borrower shall not exceed such Subsidiary Swingline Borrower’s Subsidiary Currency Sublimit. Within the limits of each Lender’s Commitment, and subject to the other terms and conditions hereof, the Borrowers may borrow under this Section 2.01, prepay under Section 2.05, and reborrow under this Section 2.01. Revolving Loans may be Base Rate Loans or Eurocurrency Rate Loans, as further provided hereina Qualified Financing.

The Loans. Subject 1.1 The Lenders shall make available to the Borrower from time to time in accordance with the terms and conditions hereof, loans in an initial aggregate amount not to exceed $25,000,000.00 (as such amount may be increased from time to time pursuant to an Additional Commitment Agreement in connection with a Maximum Facility Amount Increase or otherwise or as such amount may be decreased in accordance with Section 2.8, the “Maximum Facility Amount”) as hereinafter set forth herein, each Lender severally agrees to make loans to each of the Revolving Borrowers (each such loaneach, a “Revolving Loan” and, collectively, the “Loans”), consisting of Construction Project Loans used to finance Project Costs associated with a Project approved in accordance with Section 1.9, Completed Project Loans used to finance previously paid Project Costs for a Completed Project approved in accordance with Section 1.9 or for a Construction Project Loan converted into a Completed Project Loan pursuant to Sections 1.6(iv) and/or 1.6(vi) and Completed Project Term Loans to finance the cash flows associated with the Customer Agreement for such Project approved in Dollars oraccordance with Section 1.9, during the period expiring two (2) years of the date hereof (the “Availability Period”), at which time the Allocated Commitments and Maximum Commitment Amount of each Lender shall expire. The Allocated Commitments of each Lender shall be set forth in the applicable Project Approval for each Lender on a pro rata basis based on the aggregate Allocated Commitments for such Project and the Maximum Commitment Amount of each Lender; provided that no Lender shall be obligated to fund any Loans or consent to a Project Approval, if such action would result in the outstanding Loans and unfunded Allocated Commitments of such Lender at such time, in the case aggregate, exceeding such Lender’s Maximum Commitment Amount. Provided no Event of Default has occurred and is continuing hereunder and provided, further, that no Material Adverse Effect has occurred and is continuing, the Borrower may, at the end of the Global Lendersinitial Availability Period, elect to request an extension for a period not to exceed one (1) year (such period, the “Extension Period”) from the expiration of the initial Availability Period hereof (an “Extension”). The Extension Period shall be used solely to complete any Projects still in construction, and to accommodate a refinancing of one or more Alternative Currencies Construction Project Loans then outstanding hereunder. Advances on Loans during the Extension Period will only be made with respect to Loans approved by Administrative Agent prior to the expiration of the initial Availability Period. The Borrower may, from time to time, on any Business Day time during the Availability Period, request from Administrative Agent an increase in the Maximum Facility Amount (such increase, the “Maximum Facility Amount Increase”) which Lenders or any Additional Lenders may approve, in their sole and absolute discretion. A Maximum Facility Amount Increase shall be effective upon execution of an aggregate amount not Additional Commitment Agreement to exceed at any time outstanding this Agreement, executed by the amount of such Lender’s Commitment; providedBorrower, howeverthe Administrative Agent, that after giving effect to any Borrowing, (i) and the aggregate Outstanding Amount of all Revolving Loans, plus the aggregate Outstanding Amount of all L/C Obligations (excluding Subsidiary L/C Obligations), plus the Assumed Swingline Loan Amount shall not exceed the Aggregate Commitments and (ii) the aggregate Outstanding Amount of the Revolving Loans of any existing Lender or Additional Lender, plus as applicable, providing such Lender’s Pro Rata Share of Maximum Facility Amount Increase, and no other documents or amendments to, or consents under, this Agreement shall be required to effect such Maximum Facility Amount Increase. Each Loan hereunder shall, unless otherwise specified in the Outstanding Amount of all L/C Obligations (excluding Subsidiary L/C Obligations)applicable Project Approval, plus such Lender’s Pro Rata Share of be secured by the Assumed Swingline Loan Amount Collateral and shall not exceed such Lender’s Commitment. Notwithstanding the foregoing sentence, be subject to the terms rights and conditions set forth herein, each Lender (other than the Non-Global Lenders) severally agrees to make Revolving Loans (without application remedies of the Assumed Swingline Loan Amount) in an amount equal to its Pro Rata Share Administrative Agent (on behalf of the Revolving Loans made to refinance Swingline Loans Secured Parties) in accordance with Section 2.04(e) and to refinance drawings under Letters of Credit for the account of Subsidiary Swingline Borrowers which have not been reimbursed on the Honor Date by such Subsidiary Swingline Borrowers in accordance with Section 2.03(c), in each case, in an aggregate amount not to exceed such Lender’s Commitment; provided, however, that after giving effect to any such Borrowing, (i) the Total Outstandings shall not exceed the Aggregate Commitments, (ii) the aggregate Outstanding Amount of all Loans of any Lender, plus the aggregate Outstanding Amount of all L/C Obligations of any Lender shall not exceed such Lender’s Commitment, and (iii) the Outstanding Amount of all Subsidiary L/C Obligations of such Subsidiary Swingline Borrower, plus the Outstanding Amount of all Swingline Loans of such Subsidiary Swingline Borrower shall not exceed such Subsidiary Swingline Borrower’s Subsidiary Currency Sublimit. Within the limits of each Lender’s Commitment, and subject to the other terms and conditions hereof, the Borrowers may borrow under this Section 2.01, prepay under Section 2.05, and reborrow under this Section 2.01. Revolving Loans may be Base Rate Loans or Eurocurrency Rate Loans, as further provided herein.

The Loans. (a) Term A US BorrowingsBorrowing. Subject to the terms and conditions set forth hereinhereinOn the 2021 Refinancing Amendment Effective Date, subject to and in accordance with the terms of the 2021 Refinancing Amendment, each Term A US Lender severally agrees to make up to threemade (or extended or renewed, as applicable, with respect to term A loans outstanding under this Agreement immediately prior to each of the Revolving Borrowers (each 2021 Refinancing Amendment Effective Date, such loan, that such term A loans were extended or renewed as Term A US Loans hereunder) a “Revolving Loan”) single loan in Dollars or, in to the case of the Global Lenders, in one or more Alternative Currencies Company from time to time, on any Business Day during the Availability PeriodPeriod for the Term A Facility, in an ​ ​ aggregate amount for all such drawings not to exceed at any time outstanding the amount of such Term A US Lender’s Term A US Commitment; provided, however, that after giving effect to any Term A US Borrowing, (i) the aggregate Outstanding Amount principal amount of all Revolving Loans, plus the aggregate Outstanding Amount of all L/C Obligations (excluding Subsidiary L/C Obligations), plus the Assumed Swingline Loan Amount Term A US Borrowings shall not exceed the Aggregate aggregate Term A US Commitments of all Term A US Lenders and (ii) the aggregate Outstanding Amount principal amount of the Revolving Loans all Term A US Borrowings of any Lender, plus Term A US Lender shall not exceedequal to such Term A US Lender’s Pro Rata Share of the Outstanding Amount of all L/C Obligations (excluding Subsidiary L/C Obligations), plus such Lender’s Pro Rata Share of the Assumed Swingline Loan Amount shall not exceed such Lender’s Term A US Commitment. Notwithstanding EachThe Term A US Borrowing shall consistconsists of Term A US Loans made simultaneously by the foregoing sentenceTerm A US Lenders in accordance with their respective Term A US Commitments, subject pursuant to the terms and conditions set forth herein, each Lender (other than the Non-Global Lenders) severally agrees to make Revolving Loans (without application of the Assumed Swingline Loan Amount) in an amount equal to its Pro Rata Share of the Revolving Loans made to refinance Swingline Loans in accordance with Section 2.04(e) and to refinance drawings under Letters of Credit for the account of Subsidiary Swingline Borrowers which have not been reimbursed on the Honor Date by such Subsidiary Swingline Borrowers in accordance with Section 2.03(c), in each case, in an aggregate amount not to exceed such Lender’s Commitment; provided, however, that after giving effect to any such Borrowing, (i) the Total Outstandings shall not exceed the Aggregate Commitments, (ii) the aggregate Outstanding Amount of all Loans of any Lender, plus the aggregate Outstanding Amount of all L/C Obligations of any Lender shall not exceed such Lender’s Commitment, and (iii) the Outstanding Amount of all Subsidiary L/C Obligations of such Subsidiary Swingline Borrower, plus the Outstanding Amount of all Swingline Loans of such Subsidiary Swingline Borrower shall not exceed such Subsidiary Swingline Borrower’s Subsidiary Currency Sublimit2021 Refinancing Amendment. Within the limits of each Lender’s Commitment, and subject to the other terms and conditions hereof, the Borrowers may borrow Amounts borrowed under this Section 2.01, prepay 2.01(a)the Term A US Facility on the 2021 Refinancing Amendment Effective Date and repaid or prepaid may not be reborrowed. The Term A US Loans made pursuant to the Term A US Borrowings under Section 2.05, and reborrow under this Section 2.01the 2021 Refinancing Amendment shall constitute a single Term A US Facility. Revolving Term A US Loans may be Base Rate Loans or Eurocurrency Rate Loans, as further provided herein.

The Loans. Subject (a) Each Lender having a Revolving Credit Commitment severally agrees, subject to and on the terms and conditions set forth hereinof this Agreement, each Lender severally agrees to make loans to each of the Revolving Borrowers Loans (each such loaneach, a “"Revolving Loan”" and collectively, the "Revolving Loans") in Dollars orto the Borrower, in the case of the Global Lenders, in one or more Alternative Currencies from time to time, time on any Business Day during the Availability Periodperiod from the date hereof to the Revolving Loan Termination Date, in an aggregate amount not to exceed at any time outstanding the amount of such Lender’s Commitment; provided, however, provided that after giving effect to any Borrowing, (i) the aggregate Outstanding Amount principal amount of all Revolving Loans, plus the aggregate Outstanding Amount of all L/C Obligations (excluding Subsidiary L/C Obligations), plus the Assumed Swingline Loan Amount shall not exceed the Aggregate Commitments and (ii) the aggregate Outstanding Amount of the Revolving Loans of at any Lender, plus such Lender’s Pro Rata Share of the Outstanding Amount of all L/C Obligations (excluding Subsidiary L/C Obligations), plus such Lender’s Pro Rata Share of the Assumed Swingline Loan Amount shall not exceed such Lender’s Commitment. Notwithstanding the foregoing sentence, subject to the terms and conditions set forth herein, each Lender (other than the Non-Global Lenders) severally agrees to make Revolving Loans (without application of the Assumed Swingline Loan Amount) in an amount equal to its Pro Rata Share of the Revolving Loans made to refinance Swingline Loans in accordance with Section 2.04(e) and to refinance drawings under Letters of Credit time outstanding for the account of Subsidiary Swingline Borrowers which have not been reimbursed on the Honor Date by such Subsidiary Swingline Borrowers in accordance with Section 2.03(c), in each case, in an aggregate amount not to exceed such Lender’s Commitment; provided, however, that after giving effect to any such Borrowing, (i) the Total Outstandings shall not exceed the Aggregate Commitments, (ii) the aggregate Outstanding Amount of all Loans of any Lender, plus the aggregate Outstanding Amount of all L/C Obligations of any Lender shall not exceed the difference between (A) such Lender’s Commitment's Revolving Credit Commitment at such time less (B) such Lender's Pro Rata Share (calculated based on its Revolving Credit Percentage) of the aggregate Letter of Credit Outstandings (exclusive of Reimbursement Obligations that are repaid with the proceeds of, and simultaneously with the incurrence of, Revolving Loans or Swingline Loans) and participation in Swingline Loans at such time and (ii) no Borrowing of Revolving Loans shall be made if, immediately after giving effect thereto, the sum of (W) the aggregate principal amount of Revolving Credit Loans outstanding at such time plus (X) the aggregate Letter of Credit Outstandings (exclusive of Reimbursement Obligations that are repaid with the proceeds of, and simultaneously with the incurrence of, Revolving Credit Loans or Swingline Loans) plus (Y) the aggregate principal amount of Swingline Loans at such time, would exceed the lesser of Total Revolving Credit Commitment or the Borrowing Base, and (iii) no Borrowing of Revolving Loans shall be required if, immediately after giving effect thereto, a Default or Event of Default exists. Subject to and on the Outstanding Amount of all Subsidiary L/C Obligations of such Subsidiary Swingline Borrower, plus the Outstanding Amount of all Swingline Loans of such Subsidiary Swingline Borrower shall not exceed such Subsidiary Swingline Borrower’s Subsidiary Currency Sublimit. Within the limits of each Lender’s Commitment, and subject to the other terms and conditions hereofof this Agreement and for so long as no Default or Event of Default has occurred, the Borrowers Borrower may borrow under this Section 2.01borrow, prepay under Section 2.05, repay and reborrow under this Section 2.01. Revolving Loans may be Base Rate Loans or Eurocurrency Rate Loans, as further provided hereinuntil the Revolving Loan Termination Date.

The Loans. (a) Subject to the terms and conditions set forth herein, herein each Revolving Credit Lender severally agrees to make revolving credit loans denominated in an Approved Currency to each of the Revolving Borrowers Borrower from its applicable Lending Office (each such loan, a “Revolving Credit Loan”) in Dollars or, in the case of the Global Lenders, in one or more Alternative Currencies from time to timetime as elected by the Borrower pursuant to Section 2.02, on any Business Day during the Availability Period, in an aggregate amount not period from the Closing Date until the Maturity Date with respect to exceed at any time outstanding the amount of such Revolving Credit Lender’s applicable Revolving Credit Commitment; provided, however, provided that after giving effect to any Borrowing, Revolving Credit Borrowing (i) the aggregate Outstanding Amount of all Revolving Loans, plus the aggregate Outstanding Amount of all L/C Obligations (excluding Subsidiary L/C Obligations), plus the Assumed Swingline Loan Amount shall not exceed the Aggregate Commitments and (iix) the aggregate Outstanding Amount of the Revolving Credit Loans of any Lender, plus such Lender’s Pro Rata Share of the Outstanding Amount of all L/C Obligations (excluding Subsidiary L/C Obligations), plus such Lender’s Pro Rata Share of the Assumed Swingline Loan Outstanding Amount of all Swing Line Loans, plus such Lender’s Pro Rata Share of the Outstanding Amount of all Protective Advances shall not exceed such Lender’s Commitment. Notwithstanding the foregoing sentence, subject to the terms Revolving Credit Commitment and conditions set forth herein, each Lender (other than the Non-Global Lenders) severally agrees to make Revolving Loans (without application of the Assumed Swingline Loan Amount) in an amount equal to its Pro Rata Share of the Revolving Loans made to refinance Swingline Loans in accordance with Section 2.04(e) and to refinance drawings under Letters of Credit for the account of Subsidiary Swingline Borrowers which have not been reimbursed on the Honor Date by such Subsidiary Swingline Borrowers in accordance with Section 2.03(c), in each case, in an aggregate amount not to exceed such Lender’s Commitment; provided, however, that after giving effect to any such Borrowing, (iy) the Total Outstandings shall not exceed the Aggregate Commitments, (ii) the aggregate Outstanding Amount of all Loans of any Lender, plus the aggregate Outstanding Amount of all L/C Obligations of any Lender shall not exceed such Lender’s Commitment, and (iii) the Outstanding Amount of all Subsidiary L/C Obligations of such Subsidiary Swingline Borrower, plus the Outstanding Amount of all Swingline Loans of such Subsidiary Swingline Borrower shall not exceed such Subsidiary Swingline Borrower’s Subsidiary Currency SublimitAvailability Conditions would be satisfied. Within the limits of each Lender’s CommitmentRevolving Credit Commitments, and subject to the other terms and conditions hereof, the Borrowers Borrower may borrow under this Section 2.012.01(a), prepay under Section 2.05, and reborrow under this Section 2.012.01(a). Revolving Credit Loans denominated in Dollars may be Base Rate Loans or Eurocurrency Rate Loans and Revolving Credit Loans denominated in an Approved Foreign Currency may be Eurocurrency Rate Loans, as further provided herein.

The Loans. (a) Subject to the terms and conditions set forth herein, (i) each Term Loan Lender severally agrees to make loans to each of the Revolving Borrowers a loan (each such loan, a “Revolving Term Loan”) in Dollars to the Borrower (or, pursuant to the immediately succeeding sentence, agrees to convert all or a portion of such Lender’s term loans held under the Existing Credit Agreement (an “Existing Term Loan”) into a Term Loan hereunder) in the case of the Global Lenders, in one or more Alternative Currencies from time to timeDollars, on any Business Day during the Availability Period, Effective Date in an aggregate principal amount not to exceed at any time outstanding the amount of such Term Loan Lender’s Applicable Percentage of the Term Loan Facility (excluding the Delayed Draw Term Loan Commitments), and (ii) each Lender holding a Delayed Draw Term Loan Commitment severally agrees to make, in Dollars during the Delayed Draw Term Loan Commitment Period, a delayed draw term loan which shall be a Term Loan hereunder (a “Delayed Draw Term Loan”) to the Borrower in an aggregate principal amount not to exceed such Term Loan Lender’s Applicable Percentage of the Delayed Draw Term Loan Commitment; provided, however, that after giving effect to any Term Loan Borrowing, (i) the aggregate Outstanding Amount of all Revolving Loans, plus the aggregate Outstanding Amount of all L/C Obligations (excluding Subsidiary L/C Obligations), plus the Assumed Swingline Total Term Loan Amount Outstandings shall not exceed the Aggregate Commitments Term Loan Facility and (ii) the aggregate Outstanding Amount of the Revolving Terms Loans of any Lender, plus such Lender’s Pro Rata Share of the Outstanding Amount of all L/C Obligations (excluding Subsidiary L/C Obligations), plus such Lender’s Pro Rata Share of the Assumed Swingline Loan Amount shall not exceed such Lender’s Commitment. Notwithstanding the foregoing sentence, subject to the terms and conditions set forth herein, each Lender (other than the Non-Global Lenders) severally agrees to make Revolving Loans (without application of the Assumed Swingline Loan Amount) in an amount equal to its Pro Rata Share of the Revolving Loans made to refinance Swingline Loans in accordance with Section 2.04(e) and to refinance drawings under Letters of Credit for the account of Subsidiary Swingline Borrowers which have not been reimbursed on the Honor Date by such Subsidiary Swingline Borrowers in accordance with Section 2.03(c), in each case, in an aggregate amount not to exceed such Lender’s Commitment; provided, however, that after giving effect to any such Borrowing, (i) the Total Outstandings shall not exceed the Aggregate Commitments, (ii) the aggregate Outstanding Amount of all Loans of any Lender, plus the aggregate Outstanding Amount of all L/C Obligations of any Lender shall not exceed such Lender’s Term Loan Commitment. In connection with the making of Term Loans on the Effective Date pursuant to the immediately preceding sentence, any Lender that is a lender under the Existing Credit Agreement shall make all or any portion of such Lender’s Term Loan by converting all of the outstanding principal amount of any Existing Term Loan held by such Lender into a Term Loan in a principal amount equal to the aggregate principal amount of the Existing Term Loans so converted (each such Existing Term Loan, a “Converted Existing Term Loan”). On the Effective Date, the Converted Existing Term Loans shall be converted for all purposes of this Agreement into Term Loans, and (iii) the Outstanding Amount Administrative Agent shall record in the Register the aggregate amounts of all Subsidiary L/C Obligations Converted Existing Term Loans into Term Loans. Each Term Loan Borrowing shall consist of such Subsidiary Swingline Borrower, plus Term Loans made simultaneously by the Outstanding Amount Term Loan Lenders in accordance with their respective Applicable Percentage of all Swingline Loans of such Subsidiary Swingline Borrower shall not exceed such Subsidiary Swingline Borrower’s Subsidiary Currency Sublimitthe Term Loan Facility. Within the limits of each Lender’s Commitment, and subject to the other terms and conditions hereof, the Borrowers may borrow Amounts borrowed under this Section 2.01, prepay under Section 2.05, 2.01(a) and reborrow under this Section 2.01repaid or prepaid may not be reborrowed. Revolving Term Loans may be Base Rate Loans or Eurocurrency Rate Loans, as further provided herein. Delayed Draw Term Loan Commitments not drawn on or prior to the Delayed Draw Term Loan Commitment Termination Date (or, if earlier, the Acquisition Effective Date), shall expire immediately after such date. Term Loan Commitments (other than Delayed Draw Term Loan Commitments) not drawn on the Effective Date shall expire immediately after such date.

The Loans. Subject to the terms and conditions set forth herein, each Lender severally agrees to make loans to each of the Revolving Borrowers (each such loan, a “Revolving Credit Loan”) (a) denominated in Dollars orto the U.S. Borrowers, (b) denominated in Pounds to the U.K. Borrowers and (c) denominated in Euros to the U.K. Borrowers, in the each case of the Global Lenders, in one or more Alternative Currencies from time to time, on any Business Day during the Availability Period, Period in an aggregate amount not to exceed at any time outstanding the amount of such Lender’s Commitment; provided, however, that after giving effect to any Borrowing, (i) the aggregate Outstanding Amount of all Revolving Loans, plus the aggregate Outstanding Amount of all L/C Obligations (excluding Subsidiary L/C Obligations), plus the Assumed Swingline Loan Amount shall not exceed the Aggregate Commitments and (ii) the aggregate Outstanding Amount of the Revolving Loans of any Lender, plus such Lender’s Pro Rata Share of the Outstanding Amount of all L/C Obligations (excluding Subsidiary L/C Obligations), plus such Lender’s Pro Rata Share of the Assumed Swingline Loan Amount shall not exceed such Lender’s Commitment. Notwithstanding the foregoing sentence, subject to the terms and conditions set forth herein, each Lender (other than the Non-Global Lenders) severally agrees to make Revolving Loans (without application of the Assumed Swingline Loan Amount) in an amount equal to its Pro Rata Share of the Revolving Loans made to refinance Swingline Loans in accordance with Section 2.04(e) and to refinance drawings under Letters of Credit for the account of Subsidiary Swingline Borrowers which have not been reimbursed on the Honor Date by such Subsidiary Swingline Borrowers in accordance with Section 2.03(c), in each case, in an aggregate amount not to exceed such Lender’s Commitment; provided, however, that after giving effect to any such Borrowing, (i) the Total Outstandings shall not exceed the Aggregate CommitmentsFacility, (ii) the aggregate Outstanding Amount of all the Revolving Credit Loans of any Lender, Sotheby’s Credit Agreement plus such Lender’s Applicable Percentage of the Outstanding Amount of all L/C Obligations, plus such Lender’s Applicable Percentage of the Outstanding Amount of all Swing Line Loans shall not exceed such Lender’s Commitment and (iii) the aggregate Outstanding Amount of the Revolving Credit Loans denominated in Foreign Currencies plus the aggregate Outstanding Amount of all L/C Obligations in respect of any Lender shall Letters of Credit denominated in Foreign Currencies will not exceed such Lender’s Commitment, and (iii) the Outstanding Amount of all Subsidiary L/C Obligations of such Subsidiary Swingline Borrower, plus the Outstanding Amount of all Swingline Loans of such Subsidiary Swingline Borrower shall not exceed such Subsidiary Swingline Borrower’s Subsidiary Foreign Currency Sublimit. Within the limits of each Lender’s Commitment, and subject to the other terms and conditions hereof, the Borrowers may borrow under this Section 2.01, prepay under Section 2.05, and reborrow under this Section 2.01. Revolving Credit Loans may be Base Rate Loans or Eurocurrency Rate Loans, as further provided herein.

The Loans. Subject to the satisfaction of all terms and conditions set forth hereinof this Agreement and the other Loan Documents, each Lender severally agrees to make loans including, without limitation, Lender's receipt from Borrower of the Cost Certificate relating to each Development Loan disbursement, and provided no Unmatured Event of Default or Event of Default shall have occurred and be continuing, Borrower shall have the right to request and receive advances from Lender of the Revolving Borrowers (each such loan, a “Revolving Loan”Loan(s) in Dollars or, in the case of the Global Lenders, in one or more Alternative Currencies from time up to time, on any Business Day during the Availability Period, in an aggregate amount not of Forty-Five Million Seven Thousand Dollars ($45,700,000.00), to exceed at any time outstanding be used exclusively for refinancing certain indebtedness and for those certain development operations described in Schedule 2.1 attached hereto. At Closing, subject to satisfaction of all terms and conditions of this Agreement and the other Loan Documents, Lender shall advance to Borrower an initial Loan in the amount of Thirty Million, Two Hundred Fifty Thousand Dollars ($30,250,000.00) (the "Initial Loan") out of the aggregate Loans available hereunder, to be used by Borrower exclusively for the purposes set forth in Section 2.2(a) hereof. The Loan(s) shall be evidenced by the Advancing Note. The Interest Rate on such Lender’s CommitmentAdvancing Note shall be as specified therein and the final maturity date of such Advancing Note shall be the Loan Termination Date. The Advancing Note shall be secured by the Mortgages and the other Security Documents. At least thirty (30) days prior to the commencement of any Development Operation, Borrower shall send to Lender a Development Notice listing all applicable expenditures that Borrower desires to make to conduct such Development Operations; provided, however, that after giving effect with respect to all Development Operations that are shown on Schedule 2.1 as having an estimated commencement date within thirty (30) days from the date of Closing, Borrower is hereby deemed to have provided the requisite Development Notice to Lender. If Borrower desires to conduct any BorrowingSubstitute Development Operation, it must send a Request for Commitment to Lender at least thirty (i30) days prior to the aggregate Outstanding Amount proposed commencement date of such Substitute Development Operation. The Request for Commitment shall be in substantially the same form as a Development Notice, except that the title thereof shall be revised to read "Request for Commitment," and such Request for Commitment shall not only include a detailed description of the Substitute Development Operations desired to be conducted, together with a detailed listing of all Revolving Loansestimated expenditures relating thereto, plus but it shall also identify the aggregate Outstanding Amount of all L/C Obligations (excluding Subsidiary L/C Obligations), plus Development Operations listed on Schedule 2.1 that Borrower proposes to delete from Schedule 2.1 and for which the Assumed Swingline Loan Amount shall not estimated expenditures shown on Schedule 2.1 equal or exceed the Aggregate Commitments estimated expenditures relating to the proposed Substitute Development Operations. Within fifteen (15) days after Lender has received from Borrower a Request for Commitment and (ii) any additional information relating to the aggregate Outstanding Amount proposed Substitute Development Operations as Lender may request, Lender shall notify Borrower whether Lender approves of the Revolving Loans of any proposed Substitute Development Operations, and if so approved by Lender, plus such Lender’s Pro Rata Share Lender shall thereafter be committed to advance to Borrower, as part of the Outstanding Amount of all L/C Obligations (excluding Subsidiary L/C Obligations)Development Loan, plus the estimated expenditures attributable to such Lender’s Pro Rata Share Substitute Development Operations. After Borrower has incurred any of the Assumed Swingline Loan Amount shall not exceed such Lender’s Commitment. Notwithstanding the foregoing sentence, subject costs and expenses attributable to the terms Development Operation identified in any such Development Notice or to an approved Substitute Development Operation identified in any such Request for Commitment, Borrower may submit to Lender a Cost Certificate, duly executed by an officer of Borrower, certifying the amount of costs and conditions set forth hereinexpenses that have been incurred by Borrower and are payable in connection with such proposed Development Operations or Substitute Development Operations, each together with the supporting documentation referred to in the form of Cost Certificate attached hereto as Exhibit E. All Cost Certificates to be submitted to Lender during any Calendar month shall be submitted to Lender on or before the twentieth (other than 20th) day of such calendar month along with the Non-Global Lenders) severally agrees Property Operating Statement to make Revolving Loans (without application of the Assumed Swingline Loan Amount) in an amount equal be submitted to its Pro Rata Share of the Revolving Loans made to refinance Swingline Loans Lender during that month in accordance with Section 2.04(e2.5 hereof. Within five (5) business days after receipt from Borrower of a Cost Certificate and to refinance drawings under Letters supporting documentation, in compliance with the requirements of Credit for this Section, Lender shall fund the account of Subsidiary Swingline Borrowers which have not been reimbursed on the Honor Date advances so substantiated by such Subsidiary Swingline Borrowers Cost Certificate. Any Development Notice shall relate solely to Development Operations that are described in accordance with Section 2.03(c)Schedule 2.1 and any Request for Commitment shall relate solely to Substitute Development Operations, in each casecase subject, in an aggregate amount not to exceed such Lender’s Commitment; providedwithout limitation, however, that after giving effect to any such Borrowing, (i) the Total Outstandings shall not exceed the Aggregate Commitments, (ii) the aggregate Outstanding Amount of all Loans of any Lender, plus the aggregate Outstanding Amount of all L/C Obligations of any Lender shall not exceed such Lender’s Commitment, and (iii) the Outstanding Amount of all Subsidiary L/C Obligations of such Subsidiary Swingline Borrower, plus the Outstanding Amount of all Swingline Loans of such Subsidiary Swingline Borrower shall not exceed such Subsidiary Swingline Borrower’s Subsidiary Currency Sublimit. Within the limits of each Lender’s Commitment, and subject to the other terms and conditions hereof, the Borrowers may borrow under this Section 2.01, prepay under Section 2.05, and reborrow under this Section 2.01. Revolving Loans may be Base Rate Loans or Eurocurrency Rate Loans, as further provided herein.following:

The Loans. (a) Subject to the terms and conditions set forth herein, herein each Revolving Credit Lender severally agrees to make revolving credit loans denominated in an Approved Currency to each of the Revolving Borrowers Borrower from its applicable Lending Office (each such loan, a “Revolving Credit Loan”) in Dollars or, in the case of the Global Lenders, in one or more Alternative Currencies from time to timetime as elected by the Borrower pursuant to Section 2.02, on any Business Day during the Availability Period, in an aggregate amount not period from the Closing Date until the Maturity Date with respect to exceed at any time outstanding the amount of such Revolving Credit Lender’s applicable Revolving Credit Commitment; provided, however, provided that after giving effect to any Borrowing, Revolving Credit Borrowing (i) the aggregate Outstanding Amount of all Revolving Loans, plus the aggregate Outstanding Amount of all L/C Obligations (excluding Subsidiary L/C Obligations), plus the Assumed Swingline Loan Amount shall not exceed the Aggregate Commitments and (iix) the aggregate Outstanding Amount of the Revolving Credit Loans of any Lender, plus such Lender’s Pro Rata Share of the Outstanding Amount of all L/C Obligations (excluding Subsidiary L/C Obligations), plus such Lender’s Pro Rata Share of the Assumed Swingline Loan Outstanding Amount of all Swing Line Loans, plus such Lender’s Pro Rata Share of the Outstanding Amount of all Protective Advances shall not exceed such Lender’s Commitment. Notwithstanding the foregoing sentence, subject to the terms Revolving Credit Commitment and conditions set forth herein, each Lender (other than the Non-Global Lenders) severally agrees to make Revolving Loans (without application of the Assumed Swingline Loan Amount) in an amount equal to its Pro Rata Share of the Revolving Loans made to refinance Swingline Loans in accordance with Section 2.04(e) and to refinance drawings under Letters of Credit for the account of Subsidiary Swingline Borrowers which have not been reimbursed on the Honor Date by such Subsidiary Swingline Borrowers in accordance with Section 2.03(c), in each case, in an aggregate amount not to exceed such Lender’s Commitment; provided, however, that after giving effect to any such Borrowing, (iy) the Total Outstandings shall not exceed the Aggregate Commitments, (ii) the aggregate Outstanding Amount of all Loans of any Lender, plus the aggregate Outstanding Amount of all L/C Obligations of any Lender shall not exceed such Lender’s Commitment, and (iii) the Outstanding Amount of all Subsidiary L/C Obligations of such Subsidiary Swingline Borrower, plus the Outstanding Amount of all Swingline Loans of such Subsidiary Swingline Borrower shall not exceed such Subsidiary Swingline Borrower’s Subsidiary Currency SublimitAvailability Conditions would be satisfied. Within the limits of each Lender’s CommitmentRevolving Credit Commitments, and subject to the other terms and conditions hereof, the Borrowers Borrower may borrow under this Section 2.012.01(a), prepay under Section 2.05, and reborrow under this Section 2.012.01(a). Revolving Credit Loans denominated in Dollars may be Base Rate Loans or Term SOFR Loans and Revolving Credit Loans denominated in an Approved Foreign Currency may be Eurocurrency Rate Loans, as further provided herein.

The Loans. Subject to the terms and conditions set forth herein, each Lender severally agrees The Lenders have agreed to make loans to each the Agent Lessor in an aggregate principal amount of up to $51,000,000 in order for the Agent Lessor to acquire the Land together with any Improvements thereon, to develop the Land and construct the Improvements in accordance with the Construction Agency Agreement (in the form set forth on Exhibit A hereto), and to pay other Project Costs, and in consideration of the Revolving Borrowers (each such loan, a “Revolving Loan”) in Dollars or, in the case receipt of the Global Lendersproceeds of such Loans, in one or more Alternative Currencies the Agent Lessor will issue the Notes. The Loans shall be made and the Notes shall be issued pursuant to the Credit Agreement. Pursuant to this Agreement and the Credit Agreement, the Loans will be made to the Agent Lessor from time to timetime at the request of the Construction Agent in consideration for the Construction Agent's agreeing for the benefit of the Lessors, on pursuant to the Construction Agency Agreement, to purchase the Land together with any Business Day during Improvements thereon and to develop the Availability PeriodLand and construct the Improvements in accordance with the Plans and Specifications. The Loans and the obligations of the Agent Lessor under the Credit Agreement shall be secured by, in an aggregate amount not to exceed at any time outstanding the amount of such Lender’s Commitment; provided, however, that after giving effect to any Borrowinginter alia, (i) the aggregate Outstanding Amount of all Revolving Loans, plus the aggregate Outstanding Amount of all L/C Obligations (excluding Subsidiary L/C Obligations), plus the Assumed Swingline Loan Amount shall not exceed the Aggregate Commitments and (ii) the aggregate Outstanding Amount a first priority assignment of the Revolving Loans of any LenderLease, plus such Lender’s Pro Rata Share of the Outstanding Amount of all L/C Obligations (excluding Subsidiary L/C Obligations), plus such Lender’s Pro Rata Share of the Assumed Swingline Loan Amount shall not exceed such Lender’s Commitment. Notwithstanding the foregoing sentence, subject granted pursuant to the terms Assignment of Lease and conditions consented to by the Lessee pursuant to the Consent to Assignment (in each case in the respective forms set forth herein, each Lender (other than the Non-Global Lenders) severally agrees to make Revolving Loans (without application of the Assumed Swingline Loan Amount) in an amount equal to its Pro Rata Share of the Revolving Loans made to refinance Swingline Loans in accordance with Section 2.04(e) and to refinance drawings under Letters of Credit for the account of Subsidiary Swingline Borrowers which have not been reimbursed on the Honor Date by such Subsidiary Swingline Borrowers in accordance with Section 2.03(cExhibit B hereto), in each case, in an aggregate amount not to exceed such Lender’s Commitment; provided, however, that after giving effect to any such Borrowing, (i) the Total Outstandings shall not exceed the Aggregate Commitments, (ii) a first priority assignment of the aggregate Outstanding Amount of all Loans of any LenderConstruction Agency Agreement, plus granted pursuant to the aggregate Outstanding Amount of all L/Contract Assignment and consented to by the Construction Agent pursuant to the Consent to Contract Assignment (in each case in the respective forms set forth on Exhibit C Obligations of any Lender shall not exceed such Lender’s Commitment, and hereto); (iii) the Outstanding Amount of all Subsidiary L/C Obligations of such Subsidiary Swingline Borrower, plus the Outstanding Amount of all Swingline Loans of such Subsidiary Swingline Borrower shall not exceed such Subsidiary Swingline Borrower’s Subsidiary Currency Sublimit. Within the limits of each Lender’s Commitment, and a first priority mortgage lien subject to the other terms Permitted Exceptions, including the Lien of the Lease on the Property pursuant to a Deed of Trust joined by the Lessee in the form set forth on Exhibit D hereto and conditions hereof, the Borrowers may borrow under this Section 2.01, prepay under Section 2.05, Lease Supplement; and reborrow under this Section 2.01. Revolving Loans may be Base Rate Loans or Eurocurrency Rate Loans, (iv) a first priority assignment of the Agent Lessor's security interest in the Collateral (as further provided hereindefined in the Defeasance Deposit Agreement) granted pursuant to the Defeasance Deposit Agreement in the form set forth on Exhibit H hereto.

The Loans. Subject (a) Each Lender having a Revolving Credit Commitment severally agrees, subject to and on the terms and conditions set forth hereinof this Agreement, each Lender severally agrees to make loans to each of the Revolving Borrowers (each such loaneach, a “"Revolving Credit Loan”" and collectively, the "Revolving Credit Loans") in Dollars orto the Borrower, in the case of the Global Lenders, in one or more Alternative Currencies from time to time, time on any Business Day during the Availability Periodperiod from the date hereof to the Revolving Credit Facility Termination Date, in an aggregate amount not to exceed at any time outstanding the amount of such Lender’s Commitment; provided, however, provided that after giving effect to any Borrowing, (i) the aggregate Outstanding Amount principal amount of all Revolving Loans, plus the aggregate Outstanding Amount of all L/C Obligations (excluding Subsidiary L/C Obligations), plus the Assumed Swingline Loan Amount shall not exceed the Aggregate Commitments and (ii) the aggregate Outstanding Amount of the Revolving Credit Loans of at any Lender, plus such Lender’s Pro Rata Share of the Outstanding Amount of all L/C Obligations (excluding Subsidiary L/C Obligations), plus such Lender’s Pro Rata Share of the Assumed Swingline Loan Amount shall not exceed such Lender’s Commitment. Notwithstanding the foregoing sentence, subject to the terms and conditions set forth herein, each Lender (other than the Non-Global Lenders) severally agrees to make Revolving Loans (without application of the Assumed Swingline Loan Amount) in an amount equal to its Pro Rata Share of the Revolving Loans made to refinance Swingline Loans in accordance with Section 2.04(e) and to refinance drawings under Letters of Credit time outstanding for the account of Subsidiary Swingline Borrowers which have not been reimbursed on the Honor Date by such Subsidiary Swingline Borrowers in accordance with Section 2.03(c), in each case, in an aggregate amount not to exceed such Lender’s Commitment; provided, however, that after giving effect to any such Borrowing, (i) the Total Outstandings shall not exceed the Aggregate Commitments, (ii) the aggregate Outstanding Amount of all Loans of any Lender, plus the aggregate Outstanding Amount of all L/C Obligations of any Lender shall not exceed the difference between (1) such Lender’s 's Revolving Credit Commitment at such time less (2) such Lender's Pro Rata Share (calculated based on its Revolving Credit Percentage) of the aggregate Letter of Credit Outstandings at such time (exclusive of Reimbursement Obligations that are repaid with the proceeds of, and simultaneously with the incurrence of, Revolving Credit Loans) and (ii) no Borrowing of Revolving Credit Loans shall be made if, immediately after giving effect thereto, the aggregate principal amount of Revolving Credit Loans, Letter of Credit Outstandings (exclusive of the aggregate amount of Reimbursement Obligations to be repaid with the proceeds of, and simultaneously with, the incurrence of Revolving Credit Loans made pursuant to such Borrowing) and Swingline Loans (excluding the aggregate amount of any Swingline Loans to be repaid with proceeds of, and simultaneously with, the incurrence of Revolving Credit Loans made pursuant to such Borrowing) outstanding at such time would exceed the Total Revolving Credit Commitment, and (iii) no advance of any Borrowing of Revolving Credit Loans shall be required if, immediately after giving effect thereto, a Default or Event of Default exists. Subject to and on the Outstanding Amount of all Subsidiary L/C Obligations of such Subsidiary Swingline Borrower, plus the Outstanding Amount of all Swingline Loans of such Subsidiary Swingline Borrower shall not exceed such Subsidiary Swingline Borrower’s Subsidiary Currency Sublimit. Within the limits of each Lender’s Commitment, and subject to the other terms and conditions hereofof this Agreement, the Borrowers Borrower may borrow under this Section 2.01borrow, prepay under Section 2.05, repay and reborrow under this Section 2.01. Revolving Credit Loans may be Base Rate Loans or Eurocurrency Rate Loans, as further provided hereinuntil the Revolving Credit Facility Termination Date.

The Loans. Subject to the terms and conditions set forth herein, each Lender severally agrees to make loans to each of the Revolving Borrowers (each such loan, a “Revolving Loan”) in Dollars or, in the case of the Global Lenders, in one or more Alternative Currencies from time to time, on any Business Day during the Availability Period, in an aggregate amount not to exceed at any time outstanding the amount of such Lender’s Commitment; provided, however, that after giving effect to any Borrowing, (i) the aggregate Outstanding Amount of all Revolving Loans, plus the aggregate Outstanding Amount of all L/C Obligations (excluding Subsidiary L/C Obligations), plus the Assumed Swingline Loan Amount shall not exceed the Aggregate Commitments and (ii) the aggregate Outstanding Amount of the Revolving Loans of any Lender, plus such Lender’s Pro Rata Share of the Outstanding Amount of all L/C Obligations (excluding Subsidiary L/C Obligations), plus such Lender’s Pro Rata Share of the Assumed Swingline Loan Amount shall not exceed such Lender’s Commitment. Notwithstanding the foregoing sentenceThe Lenders agree, subject to the terms hereof and satisfaction of the conditions set forth precedent contained herein, each Lender (other than from the Non-Global Lenders) severally agrees Effective Date through the Maturity Date to make Revolving Loans extensions of credit to the Borrower (without application each such extension of credit, a “LOAN” and, collectively, the “LOANS”) upon the request of the Assumed Swingline Loan Amount) in an amount equal to its Pro Rata Share of the Revolving Loans made to refinance Swingline Loans Borrower in accordance with Section 2.04(e) and to refinance drawings under Letters of Credit 2.03, on any Milestone Payment Date for the account TerreStar-2 Satellite in order for the Borrower to make the related Milestone Payment to the Satellite Manufacturer as provided below; provided that no Loan shall exceed the Maximum Amount, and provided, further, that each Loan shall be in an amount at least equal to the full Milestone Payment (or, if less than the full Milestone Payment, $500,000 and whole number multiples of Subsidiary Swingline Borrowers which have not been reimbursed $100,000 in excess thereof). The Lenders are authorized to make Loans under this Agreement based on written instructions received from an Officer of the Honor Date Borrower, and the Borrower shall indemnify and hold Collateral Agent and the Lenders harmless for any damages or losses suffered by Collateral Agent or such Lender as a result of reliance on such instructions. To the extent permitted by applicable law, the Lenders shall disburse funds to the Borrower by wiring the amount of each Loan made by such Subsidiary Swingline Borrowers Lender under this Section 2.01 to the Deposit Account or in such other manner and otherwise in accordance with Section 2.03(c)the Borrower’s instructions. Each Loan under this Agreement shall be granted by the Lenders pro rata on the basis of their then-applicable Commitments. It is understood that no Lender shall be responsible for any default by any other Lender in its obligation to make Loans hereunder and that each Lender shall be obligated to make the Loans provided to be made by it hereunder, in each caseregardless of the failure of any other Lender to fulfill its commitments hereunder. Under no circumstances shall any Lender be obligated to make any Loan if, in an after making such Loan, the aggregate principal amount not to exceed of the Loans made by such Lender’s Commitment; provided, however, that after giving effect to any such Borrowing, (i) the Total Outstandings shall not Lender would exceed the Aggregate Commitments, (ii) the aggregate Outstanding Amount of all Loans of any Lender, plus the aggregate Outstanding Amount of all L/C Obligations of any Lender shall not exceed such Lender’s Commitment, and (iii) the Outstanding Amount of all Subsidiary L/C Obligations Commitment of such Subsidiary Swingline Borrower, plus Lender then in effect. Amounts prepaid or repaid in respect of the Outstanding Amount of all Swingline Loans of such Subsidiary Swingline Borrower shall not exceed such Subsidiary Swingline Borrower’s Subsidiary Currency Sublimit. Within the limits of each Lender’s Commitment, and subject to the other terms and conditions hereof, the Borrowers may borrow under this Section 2.01, prepay under Section 2.05, and reborrow under this Section 2.01. Revolving Loans may not be Base Rate Loans or Eurocurrency Rate Loans, as further provided hereinreborrowed.

The Loans. Subject to the terms and conditions set forth herein, each : (a) The Initial Term Borrowings. Each Initial Term Lender severally agrees to make loans to each of the Revolving Borrowers (each such Borrower a single loan, a “Revolving Loan”) in Dollars orDollars, in the case of the Global Lenders, in one or more Alternative Currencies from time to time, on any Business Day during the Availability Period, in an aggregate amount not to exceed at any time outstanding the amount of such Lender’s Commitment; provided, however, that after giving effect to any Borrowing, (i) the aggregate Outstanding Amount of all Revolving Loans, plus the aggregate Outstanding Amount of all L/C Obligations (excluding Subsidiary L/C Obligations), plus the Assumed Swingline Loan Amount shall not exceed the Aggregate Commitments and (ii) the aggregate Outstanding Amount of the Revolving Loans of any Lender, plus such Lender’s Pro Rata Share of the Outstanding Amount of all L/C Obligations (excluding Subsidiary L/C Obligations), plus such Lender’s Pro Rata Share of the Assumed Swingline Loan Amount shall not exceed such Lender’s Commitment. Notwithstanding the foregoing sentence, subject to the terms and conditions set forth herein, each Lender (other than the Non-Global Lenders) severally agrees to make Revolving Loans (without application of the Assumed Swingline Loan Amount) in an a principal amount equal to its Pro Rata Share of the Revolving Loans made to refinance Swingline Loans in accordance with Section 2.04(e) and to refinance drawings under Letters of Credit for the account of Subsidiary Swingline Borrowers which have not been reimbursed such Initial Term Lender’s Initial Term Commitment on the Honor Date by such Subsidiary Swingline Borrowers in accordance with Section 2.03(c), in each case, in an aggregate amount not to exceed such Lender’s Commitment; provided, however, that after giving effect to any such Borrowing, (i) the Total Outstandings shall not exceed the Aggregate Commitments, (ii) the aggregate Outstanding Amount of all Loans of any Lender, plus the aggregate Outstanding Amount of all L/C Obligations of any Lender shall not exceed such Lender’s Commitment, and (iii) the Outstanding Amount of all Subsidiary L/C Obligations of such Subsidiary Swingline Borrower, plus the Outstanding Amount of all Swingline Loans of such Subsidiary Swingline Borrower shall not exceed such Subsidiary Swingline Borrower’s Subsidiary Currency SublimitClosing Date. Within the limits of each Lender’s Commitment, and subject to the other terms and conditions hereof, the Borrowers may borrow Amounts borrowed under this Section 2.01, prepay under Section 2.05, 2.01(a) and reborrow under this Section 2.01repaid or prepaid may not be reborrowed. Revolving Initial Term Loans may be Base Rate Loans or Eurocurrency Rate SOFR Loans, as further provided herein.. (b) The Delayed Draw Term Borrowings. After the Closing Date, each Delayed Draw Term Lender severally agrees to make to the Borrower one or more loans, in Dollars, in a principal amount equal to such Delayed Draw Term Lender’s Delayed Draw Term Commitment from time to time prior to the Delayed Draw Term Loan Commitment Termination Date; provided that if all of the aggregate outstanding principal amount of the Initial Term Loans and the Delayed Draw Term Loans (including, for the avoidance of doubt, any amounts constituting PIK Interest) are paid in full as a result of any optional prepayments pursuant to Section 2.03(a), the unfunded amount of the Delayed Draw Term Commitment of each Delayed Draw Term Lender shall terminate; provided further, that the Borrower shall be permitted to make no more than five (5) borrowings of Delayed Draw Term Loans hereunder. Each Delayed Draw Term Loan shall be in a minimum principal amount of the lesser of (i) $20,000,000 and (ii) the remaining undrawn amount of the Delayed Draw Term Commitment as of the applicable Delayed Draw Funding Date. Amounts borrowed under this Section 2.01(b) and repaid or prepaid may not be reborrowed. Delayed Draw Term Loans may be Base Rate Loans or SOFR Loans, as further provided herein. Upon any Borrowing of Delayed Draw Term Loans, such Delayed Draw Term Loans shall have identical terms as, and shall automatically be made a part of the same fungible Borrowing as (and the Administrative Agent shall make such modifications to the terms thereof as reasonably necessary to ensure such fungibility) the then-outstanding Initial Term Loans, and such Delayed Draw Term Loans shall thereafter be deemed to be Initial Term Loans for all purposes hereunder on and after the applicable Delayed Draw Funding Date. Section 2.02

The Loans. Subject to the terms and conditions set forth herein, each Term Loan Lender severally agrees to make term loans to each of the Revolving Borrowers (each such loan, a an “Initial Term Loan”) to the Company on the Closing Date in Dollars in an aggregate amount of up to such Term Loan Lender’s Term Loan Commitment. Amounts repaid or prepaid in respect of Term Loans may not be reborrowed. Term Loans may be Base Rate Loans or Adjusted Term SOFR Loans, as further provided herein. Subject to the terms and conditions set forth herein, each Initial Revolving Credit Lender severally agrees to make revolving loans (each such loan, an “Initial Revolving Credit Loan”) in Dollars or, in or Canadian Dollars to the case of the Global Lenders, in one or more Alternative Currencies Company from time to time, on any Business Day during the Initial Availability Period, in an aggregate amount not to exceed up to, at any time outstanding the amount of outstanding, such Initial Revolving Credit Lender’s Initial Revolving Credit Commitment; provided, however, that after giving effect to any Borrowing, (i) the aggregate Outstanding Amount of all Revolving Loans, plus the aggregate Outstanding Amount of all L/C Obligations (excluding Subsidiary L/C Obligations), plus the Assumed Swingline Loan Amount shall not exceed the Aggregate Commitments and (ii) the aggregate Outstanding Amount of the Revolving Loans of any Lender, plus such Lender’s Pro Rata Share of the Outstanding Amount of all L/C Obligations (excluding Subsidiary L/C Obligations), plus such Lender’s Pro Rata Share of the Assumed Swingline Loan Amount shall not exceed such Lender’s Commitment. Notwithstanding the foregoing sentence, subject to the terms and conditions set forth herein, each Lender (other than the Non-Global Lenders) severally agrees to make Revolving Loans (without application of the Assumed Swingline Loan Amount) in an amount equal to its Pro Rata Share of the Revolving Loans made to refinance Swingline Loans in accordance with Section 2.04(e) and to refinance drawings under Letters of Credit for the account of Subsidiary Swingline Borrowers which have not been reimbursed on the Honor Date by such Subsidiary Swingline Borrowers in accordance with Section 2.03(c), in each case, in an aggregate amount not to exceed such Lender’s Commitment; provided, however, that after giving effect to any such Borrowing, (i) the Total Outstandings shall not exceed the Aggregate Commitments, Total Revolving Credit Commitments and (ii) the aggregate portion of the Outstanding Amount of all Revolving Credit Loans of any Lender, plus the aggregate Outstanding Amount of and all L/C Obligations of any Lender denominated in Canadian Dollars shall not exceed such Lender’s Commitment, and (iii) the Outstanding Amount of all Subsidiary L/C Obligations of such Subsidiary Swingline Borrower, plus the Outstanding Amount of all Swingline Loans of such Subsidiary Swingline Borrower shall not exceed such Subsidiary Swingline Borrower’s Subsidiary Currency Sublimit$50,000,000. Within the limits of each LenderRevolving Credit Xxxxxx’s Revolving Credit Commitment, and subject to the other terms and conditions hereof, the Borrowers Company may borrow under this Section 2.01, prepay under Section 2.05, and reborrow under this Section 2.01. Revolving Credit Loans denominated in (i) Dollars may be Base Rate Loans or Eurocurrency Adjusted Term SOFR Loans and (ii) Canadian Dollars may be Canadian Prime Rate Loans or Canadian Term Rate Loans, in each case, as further provided herein. Each Revolving Credit Borrowing (including any deemed Revolving Credit Borrowings made pursuant to Section 2.03) shall be allocated pro rata among the outstanding Tranches of Revolving Credit Commitments.

The Loans. Subject (a) Pursuant to the Existing Agreement, Lender has previously made a term loan advance to Borrower, the aggregate outstanding principal amount thereof as of the date hereof being $110,000,000 (the “Existing Principal Amount”). Effective as of the date hereof, and without the making of any further advances hereunder, the Existing Principal Amount shall be deemed to be a term loan advance made pursuant to this Agreement (the “Initial Term Loan”) and shall be subject in all respects to the terms and conditions set forth hereinhereof. In addition to the Initial Term Loan, each Lender severally hereby agrees to make loans an additional term loan advance to each of Borrower on the Revolving Borrowers (each such loan, a “Revolving Loan”) in Dollars or, in the case of the Global Lenders, in one or more Alternative Currencies from time to time, on any Business Day during the Availability Period, in an aggregate amount not to exceed at any time outstanding the amount of such Lender’s Commitment; provided, however, that after giving effect to any Borrowing, (i) the aggregate Outstanding Amount of all Revolving Loans, plus the aggregate Outstanding Amount of all L/C Obligations (excluding Subsidiary L/C Obligations), plus the Assumed Swingline Loan Amount shall not exceed the Aggregate Commitments and (ii) the aggregate Outstanding Amount of the Revolving Loans of any Lender, plus such Lender’s Pro Rata Share of the Outstanding Amount of all L/C Obligations (excluding Subsidiary L/C Obligations), plus such Lender’s Pro Rata Share of the Assumed Swingline Loan Amount shall not exceed such Lender’s Commitment. Notwithstanding the foregoing sentence, subject to the terms and conditions set forth herein, each Lender (other than the NonUp-Global Lenders) severally agrees to make Revolving Loans (without application of the Assumed Swingline Loan Amount) Size Date in an amount equal to its Pro Rata Share of the Revolving Loans made to refinance Swingline Loans in accordance with Section 2.04(e) and to refinance drawings under Letters of Credit for the account of Subsidiary Swingline Borrowers which have not been reimbursed on the Honor Date by such Subsidiary Swingline Borrowers in accordance with Section 2.03(c)$121,000,000, in each case, in an aggregate amount not to exceed such Lender’s Commitment; provided, however, that after giving effect to any such Borrowing, (i) the Total Outstandings shall not exceed the Aggregate Commitments, (ii) the aggregate Outstanding Amount of all Loans of any Lender, plus the aggregate Outstanding Amount of all L/C Obligations of any Lender shall not exceed such Lender’s Commitment, and (iii) the Outstanding Amount of all Subsidiary L/C Obligations of such Subsidiary Swingline Borrower, plus the Outstanding Amount of all Swingline Loans of such Subsidiary Swingline Borrower shall not exceed such Subsidiary Swingline Borrower’s Subsidiary Currency Sublimit. Within the limits of each Lender’s Commitment, and subject to the other terms and conditions hereofsatisfaction of the Up-Size Conditions (the “Up-Size Term Loan” and, collectively with the Initial Term Loan, the Borrowers “Term Loans” and each, individually, a “Term Loan”). Any amounts repaid or prepaid on the Term Loan may borrow under this Section 2.01not be reborrowed. The Term Loans shall be Eurodollar Loans. The parties hereto acknowledge and agree that on the Up-Size Date, prepay under Section 2.05without the initiation of any new wire transfers from Lender to Borrower, the Up-Size Term Loan shall be deemed to be made hereunder and reborrow under this Section 2.01applied to pay, satisfy or discharge all obligations of AFT pursuant to the AFT Loan Documents in full. Revolving Loans may be Base Rate Loans Borrower hereby instructs Lender to reflect on its book and records the making of such deemed loan and the application of the proceeds thereof to pay, satisfy or Eurocurrency Rate Loans, as further provided hereindischarge all obligations of AFT pursuant to the AFT Loan Documents in full.

The Loans. Subject to On the terms and subject to the conditions set forth hereincontained in this Agreement, each the Lender severally agrees to make loans Loans to each of the Revolving Borrowers (each such loan, a “Revolving Loan”) in Dollars or, in the case of the Global Lenders, in one or more Alternative Currencies Borrower from time to time, time on any Business Day during the Availability Periodperiod from the date hereof to and including the Final Borrowing Date, and to maintain the Loans outstanding to the Borrower on the Final Borrowing Date from such date until the Final Maturity Date with respect to each Loan in an aggregate outstanding principal amount not to exceed ONE HUNDRED FIFTY MILLION DOLLARS ($150,000,000) (the "Commitment") at any time outstanding time, to be used for the amount purposes identified in Section 2.14. Notwithstanding anything set forth herein, amounts prepaid pursuant to Section 2.5(b) may not be reborrowed. No portion of such Lender’s Commitmentthe Commitment may be borrowed after the Final Borrowing Date. Each Loan advanced by the Lender in connection with the acquisition of an Approved Motel Facility: (a) shall in no event exceed eighty percent (80%) of the Approved Construction Costs of the respective Approved Motel Facility; provided, however, that after giving effect to any Borrowing, and (b) shall be evidenced by the Notes as follows: (i) the portion of each such Loan up to but not exceeding seventy-one percent (7l%) of the Approved Construction Costs of the respective Approved Motel Facility shall be evidenced by the Senior Note (the aggregate Outstanding Amount amount of said portion of all Revolving Loans, plus Loans funded hereunder is collectively referred to as the aggregate Outstanding Amount of all L/C Obligations (excluding Subsidiary L/C Obligations"Senior Tranche"), plus the Assumed Swingline Loan Amount shall not exceed the Aggregate Commitments ; and (ii) the aggregate Outstanding Amount portion of each such Loan funded in excess of the Revolving Loans of any Lender, plus such Lender’s Pro Rata Share Senior Tranche up to but not exceeding nine percent (9%) of the Outstanding Amount of all L/C Obligations (excluding Subsidiary L/C Obligations), plus such Lender’s Pro Rata Share Approved Construction Costs of the Assumed Swingline Loan Amount respective Approved Motel Facility shall not exceed such Lender’s Commitment. Notwithstanding be evidenced by the foregoing sentence, subject to Mezzanine Note (the terms and conditions set forth herein, each Lender (other than the Non-Global Lenders) severally agrees to make Revolving Loans (without application of the Assumed Swingline Loan Amount) in an amount equal to its Pro Rata Share of the Revolving Loans made to refinance Swingline Loans in accordance with Section 2.04(e) and to refinance drawings under Letters of Credit for the account of Subsidiary Swingline Borrowers which have not been reimbursed on the Honor Date by such Subsidiary Swingline Borrowers in accordance with Section 2.03(c), in each case, in an aggregate amount not to exceed such Lender’s Commitment; provided, however, that after giving effect to any such Borrowing, (i) the Total Outstandings shall not exceed the Aggregate Commitments, (ii) the aggregate Outstanding Amount of said portion of all Loans funded hereunder is collectively referred to as the "Mezzanine Tranche"). Each Loan advanced in connection with an Earnout: (x) shall in no event exceed nine percent (9%) of any Lender, plus the Approved Construction Costs of the respective Approved Motel Facility; and (y) shall be evidenced by the Earnout Note (the aggregate Outstanding Amount amount of all L/C Obligations the Loans funded hereunder in connection with an Earnout is collectively referred to as the "Earnout Tranche"). The Lender is authorized to endorse, at any time, the date and amount of any Lender shall not exceed such Lender’s Commitmentthe Senior Tranche, Mezzanine Tranche and (iii) Earnout Tranche and the Outstanding Amount of all Subsidiary L/C Obligations of such Subsidiary Swingline Borrower, plus the Outstanding Amount of all Swingline Loans of such Subsidiary Swingline Borrower shall not exceed such Subsidiary Swingline Borrower’s Subsidiary Currency Sublimit. Within the limits date and amount of each Lender’s Commitment, advance and subject reduction of principal with respect to the other terms Senior Tranche, Mezzanine Tranche and conditions hereofEarnout Tranche on the schedule annexed to and constituting a part of the Senior Note, Mezzanine Note and the Borrowers may borrow under this Section 2.01Earnout Note (as applicable), prepay under Section 2.05, and reborrow under this Section 2.01. Revolving Loans may be Base Rate Loans or Eurocurrency Rate Loans, as further provided hereinwhich endorsement shall constitute prima facie evidence of the accuracy of the information endorsed.

The Loans. (a) Subject to the terms and conditions set forth hereinhereof, each Lender Bank severally agrees to make loans Loans to each of the Revolving Borrowers (each such loanCompany, a “Revolving Loan”) in Dollars or, in the case of the Global Lenders, in one or more Alternative Currencies from time to time, time until the close of business on any Business Day during the Availability PeriodTermination Date, in an such sums as the Company may request; PROVIDED that the aggregate principal amount not of all Loans to exceed the Company at any one time outstanding the amount of such Lender’s Commitment; provided, however, that after giving effect to any Borrowing, (i) the aggregate Outstanding Amount of all Revolving Loans, plus the aggregate Outstanding Amount of all L/C Obligations (excluding Subsidiary L/C Obligations), plus the Assumed Swingline Loan Amount hereunder shall not exceed the Aggregate Commitments Commitment Amount LESS the amount of all then outstanding Loans of the Borrowing Subsidiaries LESS the Overdraft Amount and (ii) LESS the aggregate Outstanding Maximum Drawing Amount of the Revolving Loans of any Lender, plus such Lender’s Pro Rata Share of the Outstanding Amount of all L/C Obligations (excluding Subsidiary L/C Obligations), plus such Lender’s Pro Rata Share of the Assumed Swingline Loan Amount shall not exceed such Lender’s Commitment. Notwithstanding the foregoing sentence, subject to the terms and conditions set forth herein, each Lender (other than the Non-Global Lenders) severally agrees to make Revolving Loans (without application of the Assumed Swingline Loan Amount) in an amount equal to its Pro Rata Share of the Revolving Loans made to refinance Swingline Loans in accordance with Section 2.04(e) and to refinance drawings under outstanding Letters of Credit for the account of Subsidiary Swingline Borrowers which have not been reimbursed on the Honor Date by such Subsidiary Swingline Borrowers in accordance with Section 2.03(c), in each case, in an aggregate amount not to exceed such Lender’s Commitment; provided, however, that after giving effect to any such Borrowing, (i) the Total Outstandings shall not exceed the Aggregate Commitments, (ii) the aggregate Outstanding Amount of and all Loans of any Lender, plus the aggregate Outstanding Amount of all L/C Obligations of any Lender shall not exceed such Lender’s Commitment, and (iii) the Outstanding Amount of all Subsidiary L/C Obligations of such Subsidiary Swingline Borrower, plus the Outstanding Amount of all Swingline Loans of such Subsidiary Swingline Borrower shall not exceed such Subsidiary Swingline Borrower’s Subsidiary Currency SublimitUnpaid Reimbursement Obligations. Within the limits of each Lender’s Commitment, and subject to the other terms and conditions hereof, the Borrowers may borrow under this Section 2.01, prepay under Section 2.05, and reborrow under this Section 2.01. Revolving Such Loans may be Base Rate Loans or Eurocurrency Loans, as the Company may elect. Subject to the terms and conditions hereof, the Banks will also make Loans to any Borrowing Subsidiary, from time to time until the close of business on the Termination Date, in such sums as such Borrowing Subsidiary may request; PROVIDED that the aggregate principal amount of all Loans to such Borrowing Subsidiary at any one time outstanding hereunder shall not exceed the Commitment Amount LESS the amount of all then outstanding Loans of the Company and all other Borrowing Subsidiaries LESS the Overdraft Amount and LESS the Maximum Drawing Amount of outstanding Letters of Credit and all Unpaid Reimbursement Obligations. Such Loans may be Base Rate Loans or Eurocurrency Loans, as such Borrowing Subsidiary shall elect. Within the above limitations, the Company and the Borrowing Subsidiaries may borrow, prepay pursuant to Section 2.11 and reborrow, from the date of this Agreement until the Termination Date, the full amount of the Commitment Amount or any lesser sum that is, in the case of Base Rate Loans, as further provided hereinat least $50,000 and an integral multiple of $10,000 and, in the case of Eurocurrency Loans, at least $500,000 and an integral multiple of $10,000. Any Loan not repaid by the Termination Date shall be due and payable on the Termination Date.

The Loans. Each Lender severally agrees, on the terms and conditions of this Agreement, to make a Term Loan to the Borrowers in Dollars in a principal amount up to but not exceeding the amount of the Term Loan Commitment of such Lender. The Term Loans in the maximum aggregate principal amount of One Hundred Eighty-Two Million Eight Hundred Thousand and No/100 Dollars ($182,800,000) shall be funded in one or more advances and repaid in accordance with this Agreement. Subject to the terms and conditions set forth hereinprovisions of this Agreement, the proceeds of the Term Loans shall be used by the Borrowers to (a) pay amounts outstanding under the existing credit facility held by Nomura Asset Capital Corporation, Inc. encumbering the Projects (which amounts to be paid on such facility shall not exceed $160,000,000 of the amounts payable thereunder), (b) reimburse the Borrowers for Capital Improvement Costs incurred to date with respect to the Fremont Project in an amount not to exceed $9,000,000 in the aggregate, (c) fund the Fremont Additional Advance, and (c) fund the Xx Xxxxxx Lease Acquisition. No amounts borrowed under the Term Loan may be reborrowed by the Borrowers once repaid. In addition, each Lender severally agrees agrees, on the terms and conditions of this Agreement, to make loans a Revolving Loan to each of the Revolving Borrowers (each such loan, a “Revolving Loan”) in Dollars orin a principal outstanding amount, in the case of the Global Lenders, in one or more Alternative Currencies from time to time, on any Business Day during the Availability Period, in an aggregate amount up to but not to exceed at any time outstanding exceeding the amount of the Revolving Loan Commitment of such Lender’s Commitment; providedLenders. The Revolving Loans in the maximum aggregate outstanding principal amount of Twenty Million and No/100 Dollars ($20,000,000) shall be funded in one or more Advances and repaid in accordance with this Agreement, however, that after giving effect subject to any Borrowing, (i) the aggregate Outstanding Amount Part E of all Revolving Loans, plus the aggregate Outstanding Amount of all L/C Obligations (excluding Subsidiary L/C Obligations), plus the Assumed Swingline Loan Amount shall not exceed the Aggregate Commitments and (ii) the aggregate Outstanding Amount Schedule 2.1. The proceeds of the Revolving Loans of any Lendermay only be used by the Borrowers for general working capital purposes. The Borrowers may, plus such Lender’s Pro Rata Share from time to time, borrow, repay and reborrow Revolving Loans. All Advances of the Outstanding Amount Loans shall be made only upon the Borrowers' satisfaction of all L/C Obligations (excluding Subsidiary L/C Obligations)its obligations hereunder, plus such Lender’s Pro Rata Share of the Assumed Swingline Loan Amount shall not exceed such Lender’s Commitment. Notwithstanding the foregoing sentenceincluding, subject to the terms and conditions set forth herein, each Lender (other than the Non-Global Lenders) severally agrees to make Revolving Loans (without application of the Assumed Swingline Loan Amount) in an amount equal to its Pro Rata Share of the Revolving Loans made to refinance Swingline Loans in accordance with Section 2.04(e) and to refinance drawings under Letters of Credit for the account of Subsidiary Swingline Borrowers which have not been reimbursed on the Honor Date by such Subsidiary Swingline Borrowers in accordance with Section 2.03(c), in each case, in an aggregate amount not to exceed such Lender’s Commitment; provided, however, that after giving effect to any such Borrowing, (i) the Total Outstandings shall not exceed the Aggregate Commitments, (ii) the aggregate Outstanding Amount of all Loans of any Lender, plus the aggregate Outstanding Amount of all L/C Obligations of any Lender shall not exceed such Lender’s Commitment, and (iii) the Outstanding Amount of all Subsidiary L/C Obligations of such Subsidiary Swingline Borrower, plus the Outstanding Amount of all Swingline Loans of such Subsidiary Swingline Borrower shall not exceed such Subsidiary Swingline Borrower’s Subsidiary Currency Sublimit. Within the limits of each Lender’s Commitment, and subject to the other terms and conditions hereoflimitation, the Borrowers may borrow under this Section 2.01, prepay under Section 2.05, and reborrow under this Section 2.01. Revolving Loans may be Base Rate Loans or Eurocurrency Rate Loans, as further provided hereinconditions for Advances described in SCHEDULE 2.1.

The Loans. (a) Subject to the terms and conditions set forth herein, each eachThe Additional Term B-3 Lender severally agrees to make a term loan (in an aggregate principal amount equal to the Additional Term B-3 Commitment) to the Borrower on the Closing Date loans to each of the Revolving Borrowers (each such loan, a “Revolving Loan”) denominated in Dollars or, in the case of the Global Lenders, in one or more Alternative Currencies from time to time, on any Business Day during the Availability Period, in an aggregate amount not to exceed at any time outstanding the amount of such Lender’s Commitment; providedInitial CommitmentAmendment No. 2 Effective Date in a single advance in Dollars (together with each Converted Initial Loan converted into a Term B-3 Loan and each Converted Term B-2 Loan converted into a Term B-3 Loan as contemplated by clauses (B) and (C) of this Section 2.01(a)(i), however, that after giving effect to any Borrowingthe “Term B-3 Loans”), (iB) each Converted Initial Loan of each Initial Converting Lender shall be converted into a Term B-3 Loan of such Lender effective as of the aggregate Outstanding Amount Amendment No. 2 Effective Date in a principal amount equal to the principal amount of all Revolving Loans, plus the aggregate Outstanding Amount of all L/C Obligations (excluding Subsidiary L/C Obligations), plus the Assumed Swingline such Initial Lender’s Converted Initial Loan Amount shall not exceed the Aggregate Commitments immediately prior to such conversion and (iiC) the aggregate Outstanding Amount each Converted Term B-2 Loan of each Term B-2 Converting Lender shall be converted into a Term B-3 Loan of such Lender effective as of the Revolving Loans Amendment No. 2 Effective Date in a principal amount equal to the principal amount of any Lender, plus such Term B-2 Lender’s Pro Rata Share of the Outstanding Amount of all L/C Obligations Converted Term B-2 Loan immediately prior to such conversion; and (excluding Subsidiary L/C Obligations), plus such Lender’s Pro Rata Share of the Assumed Swingline Loan Amount shall not exceed such Lender’s Commitment. Notwithstanding the foregoing sentence, b) subject to the terms and conditions set forth hereinin any Incremental Amendment or Refinancing Amendment providing for, as applicable, the making, exchange, renewal, replacement or refinancing of Loans, each Lender (other than the Non-Global Lenders) party thereto severally agrees to make Revolving to, as applicable, make, exchange, renew, replace or refinance Loans (without application of the Assumed Swingline Loan Amount) in an amount equal to its Pro Rata Share of the Revolving Loans made to refinance Swingline Loans in accordance with Section 2.04(e) and to refinance drawings under Letters of Credit for the account of Subsidiary Swingline Borrowers which have not been reimbursed on the Honor Date by such Subsidiary Swingline Borrowers in accordance with Section 2.03(c), in each case, date specified therein in an aggregate amount not to exceed the amount of such Lender’s Commitment; providedCommitment as set forth therein. Amounts borrowed, howeverexchanged, that after giving effect to any such Borrowingrenewed, (i) the Total Outstandings shall not exceed the Aggregate Commitments, (ii) the aggregate Outstanding Amount of all Loans of any Lender, plus the aggregate Outstanding Amount of all L/C Obligations of any Lender shall not exceed such Lender’s Commitment, and (iii) the Outstanding Amount of all Subsidiary L/C Obligations of such Subsidiary Swingline Borrower, plus the Outstanding Amount of all Swingline Loans of such Subsidiary Swingline Borrower shall not exceed such Subsidiary Swingline Borrower’s Subsidiary Currency Sublimit. Within the limits of each Lender’s Commitment, and subject to the other terms and conditions hereof, the Borrowers may borrow replaced or refinanced under this Section 2.01, prepay under Section 2.05, 2.01 and reborrow under this Section 2.01repaid or prepaid may not be reborrowed. Revolving Loans may be Base Rate Loans or Eurocurrency Rate Loans, as further provided herein.

The Loans. Subject (a) Each Lender having a Revolving Credit Commitment severally agrees, subject to and on the terms and conditions set forth hereinof this Agreement, each Lender severally agrees to make loans to each of the Revolving Borrowers Loans (each such loaneach, a “"Revolving Credit Loan”" and collectively, the "Revolving Credit Loans") in Dollars orto the Borrower, in the case of the Global Lenders, in one or more Alternative Currencies from time to time, time on any Business Day during the Availability Periodperiod from the date hereof to the Revolving Credit Facility Termination Date, in an aggregate amount not to exceed at any time outstanding the amount of such Lender’s Commitment; provided, however, provided that after giving effect to any Borrowing, (i) the aggregate Outstanding Amount principal amount of all Revolving Loans, plus the aggregate Outstanding Amount of all L/C Obligations (excluding Subsidiary L/C Obligations), plus the Assumed Swingline Loan Amount shall not exceed the Aggregate Commitments and (ii) the aggregate Outstanding Amount of the Revolving Credit Loans of at any Lender, plus such Lender’s Pro Rata Share of the Outstanding Amount of all L/C Obligations (excluding Subsidiary L/C Obligations), plus such Lender’s Pro Rata Share of the Assumed Swingline Loan Amount shall not exceed such Lender’s Commitment. Notwithstanding the foregoing sentence, subject to the terms and conditions set forth herein, each Lender (other than the Non-Global Lenders) severally agrees to make Revolving Loans (without application of the Assumed Swingline Loan Amount) in an amount equal to its Pro Rata Share of the Revolving Loans made to refinance Swingline Loans in accordance with Section 2.04(e) and to refinance drawings under Letters of Credit time outstanding for the account of Subsidiary Swingline Borrowers which have not been reimbursed on the Honor Date by such Subsidiary Swingline Borrowers in accordance with Section 2.03(c), in each case, in an aggregate amount not to exceed such Lender’s Commitment; provided, however, that after giving effect to any such Borrowing, (i) the Total Outstandings shall not exceed the Aggregate Commitments, (ii) the aggregate Outstanding Amount of all Loans of any Lender, plus the aggregate Outstanding Amount of all L/C Obligations of any Lender shall not exceed the difference between (A) such Lender’s 's Revolving Credit Commitment at such time less (B) the sum of such Lender's Pro Rata Share (calculated based on its Revolving Credit Percentage) of the aggregate Letter of Credit Outstandings at such time (exclusive of Reimbursement Obligations that are repaid with the proceeds of, and simultaneously with the incurrence of, Revolving Credit Loans) and such Lender's Pro Rata Share (calculated based on its Revolving Credit Percentage) of outstanding Swingline Loans owed to the Swingline Lender and (ii) no Borrowing of Revolving Credit Loans shall be made if, immediately after giving effect thereto, the sum of (W) the aggregate principal amount of Revolving Credit Loans outstanding at such time plus (X) the aggregate Letter of Credit Outstandings at such time plus (Y) the aggregate principal amount of Swingline Loans outstanding at such time would exceed the Total Revolving Credit Commitment, and (iii) no funding of Revolving Credit Loans shall be required if, immediately after giving effect thereto, a Default or Event of Default exists. Subject to and on the Outstanding Amount of all Subsidiary L/C Obligations of such Subsidiary Swingline Borrower, plus the Outstanding Amount of all Swingline Loans of such Subsidiary Swingline Borrower shall not exceed such Subsidiary Swingline Borrower’s Subsidiary Currency Sublimit. Within the limits of each Lender’s Commitment, and subject to the other terms and conditions hereofof this Agreement and for so long as no Default or Event of Default has occurred, the Borrowers Borrower may borrow borrow, repay and reborrow Revolving Credit Loans until the Revolving Credit Facility Termination Date; provided, under this Section 2.01no circumstances shall Bank of America's Revolving Credit Commitment ever exceed a maximum of $20,000,000. If Bank of America holds Revolving Credit Notes and Swingline Notes from Borrower at any time exceeding $20,000,000, prepay under Section 2.05the Borrower nevertheless understands and agrees that any credit that Bank of America may elect to extend over $20,000,000, if any, whether in the form of Revolving Credit Loans, Swingline Loans or Letters of Credit, shall be in Bank of America's sole discretion, and reborrow under this Section 2.01. Revolving Loans may be Base Rate Loans or Eurocurrency Rate Loans, as further provided hereinthe Borrower shall have no legal right hereunder to request any extension of credit from Bank of America that exceeds an aggregate of $20,000,000.

The Loans. On the Signing Date, the Term Lenders made a Term Loan to the Borrower pursuant to the Initial Credit Agreement in the amount of $5,500,000, which amount may be reduced or increased pursuant to the terms of this Agreement. Subject to the terms and conditions set forth herein, each Term Lender severally agrees to make (or cause its Applicable Lending Office to make) additional loans to each of the Revolving Borrowers denominated in US Dollars (each such loan, a “Revolving Term Loan”) in Dollars or, in the case of the Global Lenders, in one or more Alternative Currencies from time to time, on any Business Day during from and after the Availability Period, in an date hereof until the Term Loan Expiration Date; provided that after giving effect to any proposed Term Loan (a) the sum of the aggregate outstanding principal amount of Term Loans made by any individual Term Lender and such Term Lender’s ratable portion of the aggregate Available Amount of all outstanding Banker’s Guarantees shall not to exceed at any time outstanding the amount of such Lender’s Commitment; provided, however, that after giving effect to any Borrowing, Term Commitment and (ib) the sum of the aggregate Outstanding Amount outstanding principal amount of all Revolving Loans, plus Term Loans and the aggregate Outstanding Available Amount of under all L/C Obligations (excluding Subsidiary L/C Obligations), plus the Assumed Swingline Loan Amount outstanding Banker’s Guarantees shall not exceed the Aggregate Commitments and (ii) the aggregate Outstanding Amount of the Revolving Loans of any Lender, plus such Lender’s Pro Rata Share of the Outstanding Amount of all L/C Obligations (excluding Subsidiary L/C Obligations), plus such Lender’s Pro Rata Share of the Assumed Swingline Loan Amount shall not exceed such Lender’s Commitment. Notwithstanding the foregoing sentence, subject to the terms and conditions set forth herein, each Lender (other than the Non-Global Lenders) severally agrees to make Revolving Loans (without application of the Assumed Swingline Loan Amount) in an amount equal to its Pro Rata Share of the Revolving Loans made to refinance Swingline Loans in accordance with Section 2.04(e) and to refinance drawings under Letters of Credit for the account of Subsidiary Swingline Borrowers which have not been reimbursed on the Honor Date by such Subsidiary Swingline Borrowers in accordance with Section 2.03(c), in each case, in an aggregate amount not to exceed such Lender’s CommitmentFacility; provided, howeverfurther, and notwithstanding any other provision to the contrary in this Agreement, the Lenders severally agree to ratably make a Term Loan to the Borrower upon not less than three (3) Business Days notice from the Borrower to the Administrative Agent (specifying the date and amount of the Term Loan and the duration of the initial Interest Period) upon the termination of a Banker’s Guarantee and in the Dollar Equivalent of the amount thereof, if the beneficiary of such Banker’s Guarantee provides written confirmation to the Administrative Agent, no later than the date of such notice, that such beneficiary will not request any payment under such Banker’s Guarantee after giving effect the date of such confirmation if it receives the proceeds of such Term Loan on the date such Term Loan is proposed to any such Borrowing, (i) the Total Outstandings shall not exceed the Aggregate Commitments, (ii) the aggregate Outstanding Amount of all Loans of any Lender, plus the aggregate Outstanding Amount of all L/C Obligations of any Lender shall not exceed such Lender’s Commitmentbe made, and (iii) the Outstanding Amount of all Subsidiary L/C Obligations of will thereafter promptly return such Subsidiary Swingline Borrower, plus the Outstanding Amount of all Swingline Loans of such Subsidiary Swingline Borrower shall not exceed such Subsidiary Swingline BorrowerBanker’s Subsidiary Currency Sublimit. Within the limits of each Lender’s Commitment, and subject Guarantee to the other terms and conditions hereof, the Borrowers may borrow Banker’s Guarantee Issuer. Each Borrowing shall consist of Term Loans made simultaneously by Lenders ratably according to their Term Commitments. Amounts borrowed under this Section 2.01, prepay under Section 2.05, 2.01 and reborrow under this Section 2.01. Revolving Loans repaid or prepaid may not be Base Rate Loans or Eurocurrency Rate Loans, as further provided hereinreborrowed.

The Loans. Subject to On the terms and subject to the conditions set forth hereinhereof, each Lender the Lenders severally agrees agree to make loans to each of the Revolving Borrowers (each such loaneach, a “Revolving "Loan”"; collectively, the "Loans") in Dollars or, in the case of the Global Lenders, in one or more Alternative Currencies from time to time, on any Business Day during the Availability Period, Borrower in an aggregate amount not to exceed Twenty Six Million Two Hundred Fifty Thousand Dollars ($26,250,000). Loans may be borrowed at any time outstanding on or prior to November 1, 1999. The parties acknowledge that, prior to the date hereof, RDA has made loans to Borrower ("Pre-Closing Loans") in the aggregate principal amount of approximately $1,430,625. Pre-Closing Loans shall constitute Loans hereunder from their respective dates made. RDA will make a final determination within thirty (30) days after the date hereof of all Pre-Closing Loans made to Borrower and shall specify to Borrower in reasonable detail the basis for its determination. Upon Borrower's agreement as to the amount of Pre-Closing Loans advanced prior to the date hereof, any difference between the estimated amount of Pre-Closing Loans specified in this Section 1 and the actual amount of Pre-Closing Loans determined by agreement of RDA and Borrower shall be addressed as follows: (i) the Schedule to the Note (as hereinafter defined) in favor of RDA will be revised to reflect any adjustments to the amount of Pre-Closing Loans, (ii) if the actual amount of Pre-Closing Loans exceeds the estimated amount of Pre-Closing Loans set forth in this Section 1, Borrower shall immediately repay such excess amount and (iii) if the actual amount of Pre-Closing Loans is less than the estimated amount of Pre-Closing Loans set forth in this Section 1, RDA shall immediately disburse a Loan in the amount of such Lender’s Commitment; provided, however, that after giving effect to any Borrowing, shortfall and shall change Borrower interest on such additional Loan only from the date of disbursement (i) and such additional Loan shall be so reflected on the aggregate Outstanding Amount of all Revolving Loans, plus the aggregate Outstanding Amount of all L/C Obligations (excluding Subsidiary L/C Obligations), plus the Assumed Swingline Loan Amount shall not exceed the Aggregate Commitments and (ii) the aggregate Outstanding Amount of the Revolving Loans of any Lender, plus such Lender’s Pro Rata Share of the Outstanding Amount of all L/C Obligations (excluding Subsidiary L/C Obligations), plus such Lender’s Pro Rata Share of the Assumed Swingline Loan Amount shall not exceed such Lender’s Commitment. Notwithstanding the foregoing sentence, subject revised Schedule to the terms and conditions set forth herein, each Lender (other than the Non-Global Lenders) severally agrees to make Revolving Loans (without application Note in favor of the Assumed Swingline Loan Amount) in an amount equal to its Pro Rata Share of the Revolving Loans made to refinance Swingline Loans in accordance with Section 2.04(e) and to refinance drawings under Letters of Credit for the account of Subsidiary Swingline Borrowers which have not been reimbursed on the Honor Date by such Subsidiary Swingline Borrowers in accordance with Section 2.03(cRDA), in each case, in an aggregate amount not to exceed such Lender’s Commitment; provided, however, that after giving effect to any such Borrowing, (i) the Total Outstandings shall not exceed the Aggregate Commitments, (ii) the aggregate Outstanding Amount of all Loans of any Lender, plus the aggregate Outstanding Amount of all L/C Obligations of any Lender shall not exceed such Lender’s Commitment, and (iii) the Outstanding Amount of all Subsidiary L/C Obligations of such Subsidiary Swingline Borrower, plus the Outstanding Amount of all Swingline Loans of such Subsidiary Swingline Borrower shall not exceed such Subsidiary Swingline Borrower’s Subsidiary Currency Sublimit. Within the limits of each Lender’s Commitment, and subject to the other terms and conditions hereof, the Borrowers may borrow under this Section 2.01, prepay under Section 2.05, and reborrow under this Section 2.01. Revolving Loans may be Base Rate Loans or Eurocurrency Rate Loans, as further provided herein.

The Loans. Subject to the terms and conditions set forth herein, each Lender severally agrees to make loans to each of the Revolving Borrowers (each such loan, a “Revolving Credit Loan”): (i) to the U.S. Borrower in Dollars or, and/or (ii) to one or more Foreign Borrowers in the case of the Global Lenders, in Dollars or one or more Alternative Currencies Currencies; in each case in clause (i) and (ii), from time to time, on any Business Day during the Availability Period, in an aggregate amount not to exceed at any time outstanding the amount of such Lender’s Revolving Credit Commitment; provided, however, that after giving effect to any Revolving Credit Borrowing, (i) the aggregate Outstanding Amount of all Revolving Loans, plus the aggregate Outstanding Amount of all L/C Obligations (excluding Subsidiary L/C Obligations), plus the Assumed Swingline Loan Amount shall not exceed the Aggregate Commitments and (ii) the aggregate Outstanding Amount of the Revolving Loans of any Lender, plus such Lender’s Pro Rata Share of the Outstanding Amount of all L/C Obligations (excluding Subsidiary L/C Obligations), plus such Lender’s Pro Rata Share of the Assumed Swingline Loan Amount shall not exceed such Lender’s Commitment. Notwithstanding the foregoing sentence, subject to the terms and conditions set forth herein, each Lender (other than the Non-Global Lenders) severally agrees to make Revolving Loans (without application of the Assumed Swingline Loan Amount) in an amount equal to its Pro Rata Share of the Revolving Loans made to refinance Swingline Loans in accordance with Section 2.04(e) and to refinance drawings under Letters of Credit for the account of Subsidiary Swingline Borrowers which have not been reimbursed on the Honor Date by such Subsidiary Swingline Borrowers in accordance with Section 2.03(c), in each case, in an aggregate amount not to exceed such Lender’s Commitment; provided, however, that after giving effect to any such Borrowing, (iA) the Total Revolving Credit Outstandings shall not exceed the Aggregate CommitmentsRevolving Credit Facility, (iiB) the aggregate Outstanding Amount of all Loans of any Lender, plus the aggregate Outstanding Amount of all L/C Obligations Revolving Credit Exposure of any Lender shall not exceed such Lender’s Revolving Credit Commitment, and (iiiC) the Outstanding Amount of all Subsidiary L/C Obligations of such Subsidiary Swingline Borrower, plus the Outstanding Amount of all Swingline Loans of such Subsidiary Swingline Borrower Total Revolving Credit Outstandings denominated in Alternative Currencies shall not exceed such Subsidiary Swingline Borrower’s Subsidiary the Alternative Currency Sublimit and (D) the Total Revolving Credit Outstandings advanced in the aggregate to the Foreign Borrowers shall not exceed the Foreign Borrowers Sublimit. Within the limits of each Lender’s Revolving Credit Commitment, and subject to the other terms and conditions hereof, the Borrowers each Borrower may borrow under this Section 2.01, prepay under Section 2.05, and reborrow under this Section 2.01. Revolving Credit Loans may be Base Rate Loans or Eurocurrency Rate Loans, as further provided herein. Base Rate Loans shall be available only in Dollars and shall not be made to any Foreign Borrower. Each Lender may, at its option, make any Loan available to any Foreign Borrower by causing any foreign or domestic branch or Affiliate of such Lender to make such Loan; provided, that any exercise of such option shall not affect the obligation of such Foreign Borrower to repay such Loan in accordance with the terms of this Agreement.

The Loans. Subject to the terms and conditions set forth herein, each Lender severally agrees to make loans to each of the Revolving Borrowers (each such loan, a “Revolving Credit Loan”) in Dollars or, in to the case of the Global Lenders, in one or more Alternative Currencies Borrower from time to time, on any Business Day during the Availability Period, in an aggregate amount (based in respect of any Revolving Credit Loans to be denominated in a Committed Currency by reference to the Equivalent thereof in Dollars determined on the date of delivery of the applicable Committed Loan Notice) not to exceed at any time outstanding the amount of such Lender’s Commitment; provided, however, that after giving effect to any Borrowing, (i) the aggregate Outstanding Amount of all Revolving Loans, plus the aggregate Outstanding Amount of all L/C Obligations (excluding Subsidiary L/C Obligations), plus the Assumed Swingline Loan Amount shall not exceed the Aggregate Commitments and (ii) the aggregate Outstanding Amount of the Revolving Loans of any Lender, plus such Lender’s Pro Rata Share of the Outstanding Amount of all L/C Obligations (excluding Subsidiary L/C Obligations), plus such Lender’s Pro Rata Share of the Assumed Swingline Loan Amount shall not exceed such Lender’s Commitment. Notwithstanding the foregoing sentence, subject to the terms and conditions set forth herein, each Lender (other than the Non-Global Lenders) severally agrees to make Revolving Loans (without application of the Assumed Swingline Loan Amount) in an amount equal to its Pro Rata Share of the Revolving Loans made to refinance Swingline Loans in accordance with Section 2.04(e) and to refinance drawings under Letters of Credit for the account of Subsidiary Swingline Borrowers which have not been reimbursed on the Honor Date by such Subsidiary Swingline Borrowers in accordance with Section 2.03(c), in each case, in an aggregate amount not to exceed such Lender’s Commitment; provided, however, that after giving effect to any such Borrowing, (i) the Total Outstandings shall not exceed the Aggregate Commitments, (ii) the aggregate Outstanding Amount of all Revolving Credit Loans denominated in a Committed Currency shall not exceed the Committed Currency Sublimit, and (iii) the aggregate Outstanding Amount of the Revolving Credit Loans of any Lender, plus such Lender’s Pro Rata Share of the aggregate Outstanding Amount of all L/C Obligations Obligations, plus such Lender’s Pro Rata Share of any Lender the Outstanding Amount of all Swing Line Loans shall not exceed such Lender’s Commitment, and (iii) the Outstanding Amount of all Subsidiary L/C Obligations of such Subsidiary Swingline Borrower, plus the Outstanding Amount of all Swingline Loans of such Subsidiary Swingline Borrower shall not exceed such Subsidiary Swingline Borrower’s Subsidiary Currency Sublimit. Within the limits of each Lender’s Commitment, and subject to the other terms and conditions hereof, the Borrowers Borrower may borrow under this Section 2.01, prepay under Section 2.05, and reborrow under this Section 2.01. Revolving Credit Loans may be Base Rate Loans or Eurocurrency Rate Loans, as further provided herein.

The Loans. Subject Until the earliest to occur of the terms Termination Date, a Regulatory Trigger Event and conditions set forth hereinthe third (3rd) anniversary of the Closing Date, each Lender severally agrees Borrowers may request to Agent on behalf of the Lenders to make loans Revolving Loan Advances to each of the Revolving Borrowers (each such loan, a “Revolving Loan”) in Dollars or, in the case of the Global Lenders, in one or more Alternative Currencies from time to time, on any Business Day during the Availability Period, in an aggregate amount not to exceed at any time outstanding the amount of such Lender’s Commitment; provided, however, that after giving effect to any Borrowing, (i) the aggregate Outstanding Amount of all Revolving Loans, plus the aggregate Outstanding Amount of all L/C Obligations (excluding Subsidiary L/C Obligations), plus the Assumed Swingline Loan Amount shall not exceed the Aggregate Commitments and (ii) the aggregate Outstanding Amount of the Revolving Loans of any Lender, plus such Lender’s Pro Rata Share of the Outstanding Amount of all L/C Obligations (excluding Subsidiary L/C Obligations), plus such Lender’s Pro Rata Share of the Assumed Swingline Loan Amount shall not exceed such Lender’s Commitment. Notwithstanding the foregoing sentenceand, subject to the terms and conditions set forth hereinof this Agreement, each Lender (other than the Non-Global Lenders) severally and not jointly agrees to make Revolving Loans (without application of the Assumed Swingline Loan Amount) in an amount equal to its Pro Rata Share of the Revolving Loans made to refinance Swingline Loans in accordance with Section 2.04(e) and to refinance drawings under Letters of Credit for the account of Subsidiary Swingline Borrowers which have not been reimbursed on the Honor Date by such Subsidiary Swingline Borrowers in accordance with Section 2.03(c), in each case, in an aggregate amount not to exceed lend such Lender’s CommitmentRevolving Loan Commitment Percentage of each requested Revolving Loan Advance up to such Lender’s Revolving Loan Commitment which Borrowers may repay and reborrow from time to time until the occurrence of one of the foregoing events. Until the earliest to occur of the Termination Date, a Regulatory Trigger Event or the third (3rd) anniversary of the Closing Date, Borrowers may request to Agent on behalf of the Lenders to make Term Loan Advances to Borrowers and, subject to the terms and conditions of this Agreement, each Lender severally and not jointly agrees to lend such Lender’s Term Loan Commitment Percentage of each requested Term Loan Advance up to such Lender’s Term Loan Commitment which Borrowers may not reborrow after repayment thereof. Requests for Advances shall be made no more than one (1) time per calendar month (excluding any deemed request made under Section 2.6(b)); provided, however, that after giving effect to a simultaneous request for a Revolving Loan Advance and a Term Loan Advance shall be considered a single Advance request. The aggregate unpaid principal amount at any such Borrowing, (i) the Total Outstandings one time outstanding of all Revolving Loan Advances shall not exceed the Aggregate Commitments, (ii) Revolving Loan Maximum Principal Amount; the aggregate Outstanding Amount unpaid principal amount at any one time outstanding of all Loans of any Lender, plus the aggregate Outstanding Amount of all L/C Obligations of any Lender Term Loan Advances shall not exceed such Lender’s Commitment, the Term Loan Maximum Principal Amount; and (iii) the Outstanding Amount aggregate unpaid principal amount at any one time outstanding of all Subsidiary L/C Obligations of such Subsidiary Swingline Borrower, plus the Outstanding Amount of all Swingline Loans of such Subsidiary Swingline Borrower Advances shall not exceed such Subsidiary Swingline Borrower’s Subsidiary Currency Sublimitthe lesser of the Maximum Principal Amount then in effect or the Borrowing Base in effect as of the date of determination. Within No Revolving Loan Advance shall be made until the limits aggregate original principal amount of each Lender’s Commitment, and subject to all Term Loan Advances made since the other terms and conditions hereof, Closing Date equal the Borrowers may borrow under this Section 2.01, prepay under Section 2.05, and reborrow under this Section 2.01Term Loan Maximum Principal Amount. No Revolving Loans Loan may be Base Rate Loans made or Eurocurrency Rate Loans, as further provided hereinheld by a Foreign Lender or Foreign Holder.

The Loans. Subject to the terms and conditions set forth herein, each Revolving Credit Lender severally agrees to make (or cause its Applicable Lending Office to make) loans denominated in Dollars and/or Canadian Dollars to each of the Revolving Borrowers Borrower as elected by the Borrower pursuant to this Article II (each such loan, a “Revolving Credit Loan”) in Dollars or, in the case of the Global Lenders, in one or more Alternative Currencies from time to time, on any Business Day during on or after the Availability PeriodClosing Date until the Maturity Date, in an aggregate principal amount not to exceed at any time outstanding the amount of such Lender’s Revolving Credit Commitment; provided, however, provided that after giving effect to any such Revolving Credit Borrowing, (i) the aggregate Outstanding Amount of all Revolving Loans, plus the aggregate Outstanding Amount of all L/C Obligations (excluding Subsidiary L/C Obligations), plus the Assumed Swingline Loan Amount shall not exceed the Aggregate Commitments and (iix) the aggregate Outstanding Amount of the Revolving Credit Loans of any Lender, plus such Lender’s Pro Rata Share of the Outstanding Amount of all L/C Obligations (excluding Subsidiary L/C Obligations), plus such Lender’s Pro Rata Share of the Assumed Swingline Loan Outstanding Amount of all Swing Line Loans and Protective Advances plus the aggregate outstanding amount of the Face Amounts of BA Instruments purchased from the Borrower shall not exceed the lesser of (i) such Lender’s Commitment. Notwithstanding the foregoing sentence, subject to the terms Revolving Credit Commitment at such time and conditions set forth herein, each Lender (other than the Non-Global Lendersii) severally agrees to make Revolving Loans (without application of the Assumed Swingline Loan Amount) in an amount equal to its such Lender’s Pro Rata Share of the Revolving Loans made to refinance Swingline Loans in accordance with Section 2.04(e) Borrowing Base at such time and to refinance drawings under Letters of Credit for the account of Subsidiary Swingline Borrowers which have not been reimbursed on the Honor Date by such Subsidiary Swingline Borrowers in accordance with Section 2.03(c), in each case, in an aggregate amount not to exceed such Lender’s Commitment; provided, however, that after giving effect to any such Borrowing, (iy) the aggregate outstanding amount of Total Outstandings shall not exceed the Aggregate Commitments, (ii) the aggregate Outstanding Amount of all Loans of any Lender, plus the aggregate Outstanding Amount of all L/C Obligations of any Lender shall not exceed Line Cap at such Lender’s Commitment, and (iii) the Outstanding Amount of all Subsidiary L/C Obligations of such Subsidiary Swingline Borrower, plus the Outstanding Amount of all Swingline Loans of such Subsidiary Swingline Borrower shall not exceed such Subsidiary Swingline Borrower’s Subsidiary Currency Sublimittime. Within the limits of each Lender’s Revolving Credit Commitment, and subject to the other terms and conditions hereof, the Borrowers Borrower may borrow under this Section 2.01, prepay under Section 2.052.06, and reborrow under this Section 2.01. Revolving Credit Loans may be Base Rate Loans, Eurocurrency Rate Loans or Eurocurrency Canadian Prime Rate Loans, as further provided herein.

The Loans. Subject to the terms and conditions set forth herein, each Lender severally agrees to make loans to each of the Revolving Borrowers (each such loan, a “Revolving Loan”) in Dollars or, in the case of the Global Lenders, in one or more Alternative Currencies from time to time, on any Business Day during the Availability Period, in an aggregate amount not to exceed at any time outstanding the amount of such Lender’s Commitment; provided, however, that after giving effect to any Borrowing, (i) the aggregate Outstanding Amount of all Revolving Loans, plus the aggregate Outstanding Amount of all L/C Obligations (excluding Subsidiary L/C Obligations), plus the Assumed Swingline Loan Amount shall not exceed the Aggregate Commitments and (ii) the aggregate Outstanding Amount of the Revolving Loans of any Lender, plus such Lender’s Pro Rata Share of the Outstanding Amount of all L/C Obligations (excluding Subsidiary L/C Obligations), plus such Lender’s Pro Rata Share of the Assumed Swingline Loan Amount shall not exceed such Lender’s Commitment. Notwithstanding the foregoing sentenceThe Lenders agree, subject to the terms hereof and satisfaction of the conditions set forth precedent contained herein, each Lender (other than from the Non-Global Lenders) severally agrees Effective Date through the Maturity Date to make Revolving Loans extensions of credit to the Borrower (without application each such extension of credit, a "LOAN" and, collectively, the "LOANS") upon the request of the Assumed Swingline Loan Amount) in an amount equal to its Pro Rata Share of the Revolving Loans made to refinance Swingline Loans Borrower in accordance with Section 2.04(e) and to refinance drawings under Letters of Credit 2.03, on any Milestone Payment Date for the account TerreStar-2 Satellite in order for the Borrower to make the related Milestone Payment to the Satellite Manufacturer as provided below; provided that no Loan shall exceed the Maximum Amount, and provided, further, that each Loan shall be in an amount at least equal to the full Milestone Payment (or, if less than the full Milestone Payment, $500,000 and whole number multiples of Subsidiary Swingline Borrowers which have not been reimbursed $100,000 in excess thereof). The Lenders are authorized to make Loans under this Agreement based on written instructions received from an Officer of the Honor Date Borrower, and the Borrower shall indemnify and hold Collateral Agent and the Lenders harmless for any damages or losses suffered by Collateral Agent or such Lender as a result of reliance on such instructions. To the extent permitted by applicable law, the Lenders shall disburse funds to the Borrower by wiring the amount of each Loan made by such Subsidiary Swingline Borrowers Lender under this Section 2.01 to the Deposit Account or in such other manner and otherwise in accordance with Section 2.03(c)the Borrower's instructions. Each Loan under this Agreement shall be granted by the Lenders pro rata on the basis of their then-applicable Commitments. It is understood that no Lender shall be responsible for any default by any other Lender in its obligation to make Loans hereunder and that each Lender shall be obligated to make the Loans provided to be made by it hereunder, in each caseregardless of the failure of any other Lender to fulfill its commitments hereunder. Under no circumstances shall any Lender be obligated to make any Loan if, in an after making such Loan, the aggregate principal amount not to exceed of the Loans made by such Lender’s Commitment; provided, however, that after giving effect to any such Borrowing, (i) the Total Outstandings shall not Lender would exceed the Aggregate Commitments, (ii) the aggregate Outstanding Amount of all Loans of any Lender, plus the aggregate Outstanding Amount of all L/C Obligations of any Lender shall not exceed such Lender’s Commitment, and (iii) the Outstanding Amount of all Subsidiary L/C Obligations Commitment of such Subsidiary Swingline Borrower, plus Lender then in effect. Amounts prepaid or repaid in respect of the Outstanding Amount of all Swingline Loans of such Subsidiary Swingline Borrower shall not exceed such Subsidiary Swingline Borrower’s Subsidiary Currency Sublimit. Within the limits of each Lender’s Commitment, and subject to the other terms and conditions hereof, the Borrowers may borrow under this Section 2.01, prepay under Section 2.05, and reborrow under this Section 2.01. Revolving Loans may not be Base Rate Loans or Eurocurrency Rate Loans, as further provided hereinreborrowed.

The Loans. Subject to the terms and conditions set forth herein, (a) each Lender severally agrees to make loans to each of the Revolving Borrowers denominated in Dollars (each such loan, a “U.S. Revolving Credit Loan”) to the U.S. Borrowers and (b) each Qualifying Lender severally agrees to make loans denominated in Dollars orDollars, Pounds or Euros (each such loan, a “Foreign Currency Revolving Credit Loan”) to the U.K. Borrowers, in the each case of the Global Lenders, in one or more Alternative Currencies from time to time, on any Business Day during the Availability Period, Period in an aggregate amount not to exceed at any time outstanding the amount of such Lender’s Commitment; provided, however, that after giving effect to any Borrowing, (i) the aggregate Outstanding Amount of all Revolving Loans, plus the aggregate Outstanding Amount of all L/C Obligations (excluding Subsidiary L/C Obligations), plus the Assumed Swingline Loan Amount shall not exceed the Aggregate Commitments and (ii) the aggregate Outstanding Amount of the Revolving Loans of any Lender, plus such Lender’s Pro Rata Share of the Outstanding Amount of all L/C Obligations (excluding Subsidiary L/C Obligations), plus such Lender’s Pro Rata Share of the Assumed Swingline Loan Amount shall not exceed such Lender’s Commitment. Notwithstanding the foregoing sentence, subject to the terms and conditions set forth herein, each Lender (other than the Non-Global Lenders) severally agrees to make Revolving Loans (without application of the Assumed Swingline Loan Amount) in an amount equal to its Pro Rata Share of the Revolving Loans made to refinance Swingline Loans in accordance with Section 2.04(e) and to refinance drawings under Letters of Credit for the account of Subsidiary Swingline Borrowers which have not been reimbursed on the Honor Date by such Subsidiary Swingline Borrowers in accordance with Section 2.03(c), in each case, in an aggregate amount not to exceed such Lender’s Commitment; provided, however, that after giving effect to any such Borrowing, (i) the Total Outstandings shall not exceed the Aggregate CommitmentsFacility, (ii) the aggregate Outstanding Amount of all the Revolving Credit Loans of any Lender, plus such Lender’s Applicable Percentage of the Outstanding Amount of all L/C Obligations, plus such Lender’s Applicable Percentage of the Outstanding Amount of all Swing Line Loans shall not exceed such Lender’s Commitment and (iii) the aggregate Outstanding Amount of the Foreign Currency Revolving Credit Loans, plus the Outstanding Amount of all L/C Obligations in respect of any Lender shall not exceed such Lender’s CommitmentLetters of Credit denominated in Foreign Currencies, and (iii) plus the aggregate Outstanding Amount of all Subsidiary L/C Obligations of such Subsidiary Swingline Borrower, plus the Outstanding Amount of all Swingline U.K. Swing Line Loans of such Subsidiary Swingline Borrower shall will not exceed such Subsidiary Swingline Borrower’s Subsidiary the Foreign Currency Sublimit. Within the limits of each Lender’s Commitment, and subject to the other terms and conditions hereof, the Borrowers may borrow under this Section 2.01, prepay under Section 2.05, and reborrow under this Section 2.01. U.S. Revolving Credit Loans may be Base Rate Loans or Eurocurrency Rate Loans, as further provided herein.

The Loans. Subject Obligor has requested, and may hereafter request from time to time, that DVI extend one or more credit facilities (each, if and when extended, a "LOAN") for the direct or indirect benefit of Obligor. DVI is under no obligation to extend any such Loan to Obligor unless and until DVI issues to Obligor a letter or other writing which expressly states that it is intended to be a legally binding commitment to extend a Loan (each such writing, a "COMMITMENT LETTER"). Obligor acknowledges, understands and agrees that no oral or written communication from DVI to Obligor or any other Person will create any obligation on the part of DVI to extend any Loan, regardless of any factors including course of conduct, unless it is a Commitment Letter. Obligor further acknowledges, understands and agrees that if DVI issues a Commitment Letter to Obligor (a) only Obligor will be entitled to rely on such Commitment Letter and (b) DVI's obligation to extend the Loan(s) described therein will be subject to (i) all of the terms and conditions set forth hereinor referred to in such Commitment Letter, each Lender severally agrees to make loans to each of the Revolving Borrowers (each such loan, a “Revolving Loan”) in Dollars or, in the case of the Global Lenders, in one or more Alternative Currencies from time to time, on any Business Day during the Availability Period, in an aggregate amount not to exceed at any time outstanding the amount of such Lender’s Commitment; provided, however, that after giving effect to any Borrowing, (i) the aggregate Outstanding Amount of all Revolving Loans, plus the aggregate Outstanding Amount of all L/C Obligations (excluding Subsidiary L/C Obligations), plus the Assumed Swingline Loan Amount shall not exceed the Aggregate Commitments and (ii) the aggregate Outstanding Amount of the Revolving Loans of any Lender, plus such Lender’s Pro Rata Share of the Outstanding Amount of all L/C Obligations (excluding Subsidiary L/C Obligations), plus such Lender’s Pro Rata Share of the Assumed Swingline Loan Amount shall not exceed such Lender’s Commitment. Notwithstanding the foregoing sentence, subject to the terms and conditions set forth hereinherein and in any other Loan Document, each Lender (iii) all representations and warranties set forth herein and in the other than Loan Documents being accurate and complete in all material respects at the Non-Global Lenderstime such Loan is to be advanced, (iv) severally agrees no Event of Default or Unmatured Default existing at the time such Loan is to make Revolving Loans be advanced and (without application of the Assumed Swingline Loan Amountv) in an amount equal to its Pro Rata Share of the Revolving Loans made to refinance Swingline Loans in accordance with Section 2.04(e) and to refinance drawings under Letters of Credit for the account of Subsidiary Swingline Borrowers which have not been reimbursed on the Honor Date by such Subsidiary Swingline Borrowers in accordance with Section 2.03(c), in each case, in an aggregate amount not to exceed such Lender’s Commitmentno Material Adverse Effect having occurred; providedprovided , however, DVI hereby waives the requirement that after giving effect DVI receive a Landlord Waiver pertaining to any such Borrowing, the Collateral in respect of those locations identified in Schedule 2.1 attached hereto. Obligor's obligation to repay a Loan will be evidenced by one or more Notes (ias DVI may direct) the Total Outstandings shall not exceed the Aggregate Commitments, (ii) in the aggregate Outstanding Amount of all Loans of any Lender, plus the aggregate Outstanding Amount of all L/C Obligations of any Lender shall not exceed such Lender’s Commitment, and (iii) the Outstanding Amount of all Subsidiary L/C Obligations face amount of such Subsidiary Swingline Borrower, plus Loan and in form and substance satisfactory to DVI. Obligor agrees to use the Outstanding Amount of all Swingline Loans of such Subsidiary Swingline Borrower shall not exceed such Subsidiary Swingline Borrower’s Subsidiary Currency Sublimit. Within the limits proceeds of each Lender’s CommitmentLoan for the purposes identified in the applicable Note, and subject to the other terms and conditions hereofor, the Borrowers may borrow under this Section 2.01if no purpose is therein identified, prepay under Section 2.05, and reborrow under this Section 2.01. Revolving Loans may be Base Rate Loans or Eurocurrency Rate Loans, as further provided hereinfor general corporate purposes.

The Loans. Subject (a) Each Lender having a Revolving Credit/Term Commitment severally agrees, subject to and on the terms and conditions set forth hereinof this Agreement, each Lender severally agrees to make loans to each of the Revolving Borrowers Loans (each such loaneach, a “"Revolving Credit/Term Loan”" and collectively, the "Revolving Credit/Term Loans") in Dollars orto the Borrower, in the case of the Global Lenders, in one or more Alternative Currencies from time to time, time on any Business Day during the Availability Periodperiod from the date hereof to the Revolving Credit/Term Facility Termination Date, in an aggregate amount not to exceed at any time outstanding the amount of such Lender’s Commitment; provided, however, provided that after giving effect to any Borrowing, (i) the aggregate Outstanding Amount principal amount of all Revolving Loans, plus the aggregate Outstanding Amount of all LCredit/C Obligations (excluding Subsidiary L/C Obligations), plus the Assumed Swingline Loan Amount shall not exceed the Aggregate Commitments and (ii) the aggregate Outstanding Amount of the Revolving Term Loans of at any Lender, plus such Lender’s Pro Rata Share of the Outstanding Amount of all L/C Obligations (excluding Subsidiary L/C Obligations), plus such Lender’s Pro Rata Share of the Assumed Swingline Loan Amount shall not exceed such Lender’s Commitment. Notwithstanding the foregoing sentence, subject to the terms and conditions set forth herein, each Lender (other than the Non-Global Lenders) severally agrees to make Revolving Loans (without application of the Assumed Swingline Loan Amount) in an amount equal to its Pro Rata Share of the Revolving Loans made to refinance Swingline Loans in accordance with Section 2.04(e) and to refinance drawings under Letters of Credit time outstanding for the account of Subsidiary Swingline Borrowers which have not been reimbursed on the Honor Date by such Subsidiary Swingline Borrowers in accordance with Section 2.03(c), in each case, in an aggregate amount not to exceed such Lender’s Commitment; provided, however, that after giving effect to any such Borrowing, (i) the Total Outstandings shall not exceed the Aggregate Commitments, (ii) the aggregate Outstanding Amount of all Loans of any Lender, plus the aggregate Outstanding Amount of all L/C Obligations of any Lender shall not exceed the difference between (A) such Lender’s Commitment's Revolving Credit/Term Commitment at such time less (B) such Lender's Pro Rata Share (calculated based on its Revolving ---- Credit/Term Percentage) of the aggregate Letter of Credit Outstandings at such time (exclusive of Reimbursement Obligations that are repaid with the proceeds of, and simultaneously with the incurrence of, Revolving Credit/Term Loans) and (iiiii) no Borrowing of Revolving Credit/Term Loans shall be permitted if, immediately before or after giving effect thereto, a Default or Event of Default exists. Subject to and on the Outstanding Amount terms and conditions of this Agreement, the Borrower may borrow, repay and reborrow Revolving Credit/Term Loans. The aggregate principal amount of all Subsidiary L/C Obligations Loans (as defined in the Fifth Amended and Restated Loan Agreement) made pursuant to the Fifth Amended and Restated Loan Agreement and outstanding on the Amendment Effective Date (collectively, the "Existing Loans") is $101,000,000. On the Amendment Effective Date, and after giving effect to the concurrent assignment and purchase of such Subsidiary Swingline Borrowera portion of the Existing Loans among the Lenders in accordance with Section 2.18, plus the Outstanding Amount aggregate outstanding principal amount of all Swingline Existing Loans shall automatically be converted to an equivalent principal amount of such Subsidiary Swingline Borrower Revolving Credit/Term Loans hereunder, made by the Lenders ratably in accordance with their respective commitments, and for all purposes of this Agreement shall not exceed such Subsidiary Swingline Borrower’s Subsidiary Currency Sublimit. Within be deemed to be Loans hereunder and entitled to the limits benefits of each Lender’s Commitment, (and subject to the terms of) this Agreement and the other terms and conditions hereof, the Borrowers may borrow under this Section 2.01, prepay under Section 2.05, and reborrow under this Section 2.01. Revolving Loans may be Base Rate Loans or Eurocurrency Rate Loans, as further provided hereinLoan Documents.

The Loans. Subject to the terms and conditions set forth herein and in Amendment No. 1, each Tranche B-1 Term Loan Lender severally agreed to make term loans (each such loan, a “Tranche B-1 Term Loan”) to the Borrowers on the Amendment No. 1 Funding Date in Dollars in an aggregate amount of up to such Tranche B-1 Term Loan Lender’s Tranche B-1 Term Loan Commitment. Subject to the terms and conditions set forth herein and in Amendment No. 3, each 2021-1 Incremental Term Lender severally agrees to make term loans (each such loan, a “2021-1 Incremental Term Loan”) to the Borrowers on the Amendment No. 3 Funding Date in Dollars in an aggregate amount not in excess of such 2021-1 Incremental Term Lender’s 2021-1 Incremental Term Loan Commitment, which 2021-1 Incremental Term Loans shall be established through an increase to, and be part of the same Tranche as and fungible with, the Tranche B-1 Term Loans funded on the Amendment No. 1 Funding Date. Amounts repaid or prepaid in respect of Term Loans may not be reborrowed. Term Loans (x) denominated in Dollars may be Base Rate Loans or Eurocurrency Rate Loans, (y) denominated in Euros shall be Eurocurrency Rate Loans and (z) denominated in Pounds Sterling shall be RFR Loans, in each case, as further provided herein. Subject to the terms and conditions set forth herein, each Initial Revolving Credit Lender severally agrees to make revolving loans to each of the Revolving Borrowers (each such loan, a an “Initial Revolving Credit Loan”) in Dollars or, in the case of the Global Lenders, in one or more an Alternative Currencies Currency to a Borrower from time to time, on any Business Day during the Initial Availability Period, in an aggregate amount not to exceed up to, at any time outstanding the amount of outstanding, such Initial Revolving Credit Lender’s Initial Revolving Credit Commitment; provided, however, that after giving effect to any Revolving Credit Borrowing, (i) the aggregate Outstanding Amount of all Revolving Loans, plus the aggregate Outstanding Amount of all L/C Obligations (excluding Subsidiary L/C Obligations), plus the Assumed Swingline Loan Amount shall not exceed the Aggregate Commitments and (ii) the aggregate Outstanding Amount of the Revolving Loans of any Lender, plus such Lender’s Pro Rata Share of the Outstanding Amount of all L/C Obligations (excluding Subsidiary L/C Obligations), plus such Lender’s Pro Rata Share of the Assumed Swingline Loan Amount shall not exceed such Lender’s Commitment. Notwithstanding the foregoing sentence, subject to the terms and conditions set forth herein, each Lender (other than the Non-Global Lenders) severally agrees to make Revolving Loans (without application of the Assumed Swingline Loan Amount) in an amount equal to its Pro Rata Share of the Revolving Loans made to refinance Swingline Loans in accordance with Section 2.04(e) and to refinance drawings under Letters of Credit for the account of Subsidiary Swingline Borrowers which have not been reimbursed on the Honor Date by such Subsidiary Swingline Borrowers in accordance with Section 2.03(c), in each case, in an aggregate amount not to exceed such Lender’s Commitment; provided, however, that after giving effect to any such Borrowing, (i) the Total Outstandings shall not exceed the Aggregate Total Revolving Credit Commitments, (ii) the aggregate Outstanding Amount of all Loans of any Lender, plus the aggregate Outstanding Amount of all L/C Obligations of any Lender shall not exceed such Lender’s Commitment, and (iii) the Outstanding Amount of all Subsidiary L/C Obligations of such Subsidiary Swingline Borrower, plus the Outstanding Amount of all Swingline Loans of such Subsidiary Swingline Borrower shall not exceed such Subsidiary Swingline Borrower’s Subsidiary Currency Sublimit. Within the limits of each Revolving Credit Lender’s Revolving Credit Commitment, and subject to the other terms and conditions hereof, the Borrowers a Borrower may borrow under this Section 2.01, prepay under Section 2.05, and reborrow under this Section 2.01. Revolving Credit Loans (w) denominated in Dollars may be Base Rate Loans or Eurocurrency Rate Loans, (x) denominated in Euros shall be Eurocurrency Rate Loans, (y) denominated in Pounds Sterling shall be RFR Loans and (z) denominated in Yen shall be XXXX Loans (and for the avoidance of doubt, RFR Loans), as further provided herein. Each Revolving Credit Borrowing (including any deemed Revolving Credit Borrowings made pursuant to Section 2.03) shall be allocated pro rata among the outstanding Tranches of Revolving Credit Commitments.

The Loans. Subject to the terms and conditions set forth herein, each Lender severally (a) The Commission hereby agrees to make loans Loans to each of the Revolving Borrowers (each such loan, a “Revolving Loan”) in Dollars or, in the case of the Global Lenders, in one or more Alternative Currencies Public Agency from time to time, on any Business Day during in accordance with the Availability Periodterms hereof, in an aggregate amount not to exceed at any time outstanding the amount of such Lender’s Commitment$8,000,000; provided, however, such amount may be increased or decreased in accordance with the provisions hereof; provided, further, no Draws for a Loan shall be made after the Administrator determines that after giving effect to any Borrowing, (i) such Draw shall cause the aggregate principal amount of Commercial Paper Notes Outstanding and interest thereon to the stated maturity dates thereof to exceed the Commitment available under the Credit Facility. The Maximum Loan Amount may be increased by approval of the Commission and the Bank and shall be the aggregate amount of all Revolving Loans, plus Loans authorized by the aggregate Commission and the Bank to be Outstanding Amount of all L/C Obligations (excluding Subsidiary L/C Obligations), plus the Assumed Swingline Loan Amount shall not exceed the Aggregate Commitments and (ii) the aggregate Outstanding Amount of the Revolving Loans of hereunder at any Lender, plus such Lender’s Pro Rata Share of the Outstanding Amount of all L/C Obligations (excluding Subsidiary L/C Obligations), plus such Lender’s Pro Rata Share of the Assumed Swingline Loan Amount shall not exceed such Lender’s Commitment. Notwithstanding the foregoing sentenceone time, subject to the terms and conditions set forth herein. The Maximum Loan Amount may be decreased at any time upon written notice delivered by the Bank to the Public Agency and the Administrator that, each Lender (other than in the Non-Global Lenders) severally agrees to make Revolving Loans (without application Bank's judgment, it has determined that it would not then approve a Draw by such Public Agency for any reason, including, but not limited to, a material decline of the Assumed Swingline Loan Amount) in an amount equal to its Pro Rata Share financial condition of the Revolving Loans made to refinance Swingline Loans in accordance with Section 2.04(e) and to refinance drawings under Letters of Credit for the account of Subsidiary Swingline Borrowers which have not been reimbursed on the Honor Date by such Subsidiary Swingline Borrowers in accordance with Section 2.03(c), in each case, in an aggregate amount not to exceed such Lender’s CommitmentPublic Agency; provided, however, such decrease in the Maximum Loan Amount shall have no effect on the outstanding amount of Loans made to the Public Agency. Loans shall be subject to approval by the Administrator and the Bank in accordance with the provisions of Section 4.02 hereof. Draws which have been approved by the Administrator pursuant to Section 4.02 hereof and by the Bank pursuant to Section 3.03(b) hereof and for which all documentation has been submitted pursuant to Sections 4.03 and 4.04 hereof may be made by the Public Agency upon notice pursuant to a Draw Request to the Administrator and the Bank as provided in Section 3.04 hereof. The proceeds of each Loan shall forthwith be used to finance, refinance or reimburse the Public Agency for the costs of a Project or Projects or for Public Agency Expenses, in each case as approved by the Administrator and the Bank in accordance with Section 4.02 hereof. A Loan which shall be used to finance Public Agency Expenses shall be made only if the Administrator and the Bank are in possession of an opinion of Bond Counsel to the effect that after giving effect to any such Borrowing, (i) the Total Outstandings shall not exceed the Aggregate Commitments, (ii) the aggregate Outstanding Amount of all Loans of any Lender, plus the aggregate Outstanding Amount of all L/C Obligations of any Lender shall not exceed such Lender’s Commitment, and (iii) the Outstanding Amount of all Subsidiary L/C Obligations utilization of such Subsidiary Swingline Borrower, plus Loan for such purposes is permitted by the Outstanding Amount Act. The Loan shall be repaid in accordance with the provisions of all Swingline Loans of such Subsidiary Swingline Borrower shall not exceed such Subsidiary Swingline Borrower’s Subsidiary Currency Sublimit. Within the limits of each Lender’s Commitment, Articles IV and subject to the other terms and conditions V hereof, the Borrowers may borrow under this Section 2.01, prepay under Section 2.05, and reborrow under this Section 2.01. Revolving Loans may be Base Rate Loans or Eurocurrency Rate Loans, as further provided herein.

The Loans. Subject (a) Each Lender having a Revolving Credit Commitment severally agrees, subject to and on the terms and conditions set forth hereinof this Agreement, each Lender severally agrees to make loans to each of the Revolving Borrowers Loans (each such loaneach, a “"Revolving Credit Loan”" and collectively, the "Revolving Credit Loans") in Dollars orto the Borrower, in the case of the Global Lenders, in one or more Alternative Currencies from time to time, time on any Business Day during the Availability Periodperiod from the date hereof to the Revolving Credit Facility Termination Date, in an aggregate amount not to exceed at any time outstanding the amount of such Lender’s Commitment; provided, however, provided that after giving effect to any Borrowing, (i) the aggregate Outstanding Amount principal amount of all Revolving Loans, plus the aggregate Outstanding Amount of all L/C Obligations (excluding Subsidiary L/C Obligations), plus the Assumed Swingline Loan Amount shall not exceed the Aggregate Commitments and (ii) the aggregate Outstanding Amount of the Revolving Credit Loans of at any Lender, plus such Lender’s Pro Rata Share of the Outstanding Amount of all L/C Obligations (excluding Subsidiary L/C Obligations), plus such Lender’s Pro Rata Share of the Assumed Swingline Loan Amount shall not exceed such Lender’s Commitment. Notwithstanding the foregoing sentence, subject to the terms and conditions set forth herein, each Lender (other than the Non-Global Lenders) severally agrees to make Revolving Loans (without application of the Assumed Swingline Loan Amount) in an amount equal to its Pro Rata Share of the Revolving Loans made to refinance Swingline Loans in accordance with Section 2.04(e) and to refinance drawings under Letters of Credit time outstanding for the account of Subsidiary Swingline Borrowers which have not been reimbursed on the Honor Date by such Subsidiary Swingline Borrowers in accordance with Section 2.03(c), in each case, in an aggregate amount not to exceed such Lender’s Commitment; provided, however, that after giving effect to any such Borrowing, (i) the Total Outstandings shall not exceed the Aggregate Commitments, (ii) the aggregate Outstanding Amount of all Loans of any Lender, plus the aggregate Outstanding Amount of all L/C Obligations of any Lender shall not exceed the difference between (A) such Lender’s 's Revolving Credit Commitment at such time less (B) such Lender's Pro Rata Share (calculated based on its Revolving Credit Percentage) of the aggregate Letter of Credit Outstandings (exclusive of Reimbursement Obligations that are repaid with the proceeds of, and simultaneously with the incurrence of, Revolving Credit Loans or Swingline Loans) and participation in Swingline Loans at such time and (ii) no Borrowing of Revolving Credit Loans shall be made if, immediately after giving effect thereto, the sum of (W) the aggregate principal amount of Revolving Credit Loans outstanding at such time plus (X) the aggregate Letter of Credit Outstandings (exclusive of Reimbursement Obligations that are repaid with the proceeds of, and simultaneously with the incurrence of, Revolving Credit Loans or Swingline Loans) plus (Y) the aggregate principal amount of Swingline Loans at such time, would exceed the Total Revolving Credit Commitment, and (iii) no Borrowing of Revolving Credit Loans shall be required if, immediately after giving effect thereto, a Default or Event of Default exists. Subject to and on the Outstanding Amount of all Subsidiary L/C Obligations of such Subsidiary Swingline Borrower, plus the Outstanding Amount of all Swingline Loans of such Subsidiary Swingline Borrower shall not exceed such Subsidiary Swingline Borrower’s Subsidiary Currency Sublimit. Within the limits of each Lender’s Commitment, and subject to the other terms and conditions hereofof this Agreement and for so long as no Default or Event of Default has occurred, the Borrowers Borrower may borrow under this Section 2.01borrow, prepay under Section 2.05, repay and reborrow under this Section 2.01. Revolving Credit Loans may be Base Rate Loans or Eurocurrency Rate Loans, as further provided hereinuntil the Revolving Credit Facility Termination Date.

The Loans. Subject to the terms and conditions set forth herein, each Term Lender severally agrees to make (or cause its Applicable Lending Office to make) loans to each of the Revolving Borrowers denominated in US Dollars (each such loan, a “Revolving Term Loan”) in Dollars or, in the case of the Global Lenders, in one or more Alternative Currencies from time to time, on any Business Day during from and after the Availability Period, in an Signing Date until the Term Loan Expiration Date; provided that after giving effect to any proposed Term Loan (a) the sum of the aggregate outstanding principal amount of Term Loans made by any individual Term Lender and such Term Lender’s ratable portion of the aggregate Available Amount of all outstanding Banker’s Guarantees shall not to exceed at any time outstanding the amount of such Lender’s Commitment; provided, however, that after giving effect to any Borrowing, Term Commitment and (ib) the sum of the aggregate Outstanding Amount outstanding principal amount of all Revolving Loans, plus Term Loans and the aggregate Outstanding Available Amount of under all L/C Obligations (excluding Subsidiary L/C Obligations), plus the Assumed Swingline Loan Amount outstanding Banker’s Guarantees shall not exceed the Aggregate Commitments and (ii) the aggregate Outstanding Amount of the Revolving Loans of any Lender, plus such Lender’s Pro Rata Share of the Outstanding Amount of all L/C Obligations (excluding Subsidiary L/C Obligations), plus such Lender’s Pro Rata Share of the Assumed Swingline Loan Amount shall not exceed such Lender’s Commitment. Notwithstanding the foregoing sentence, subject to the terms and conditions set forth herein, each Lender (other than the Non-Global Lenders) severally agrees to make Revolving Loans (without application of the Assumed Swingline Loan Amount) in an amount equal to its Pro Rata Share of the Revolving Loans made to refinance Swingline Loans in accordance with Section 2.04(e) and to refinance drawings under Letters of Credit for the account of Subsidiary Swingline Borrowers which have not been reimbursed on the Honor Date by such Subsidiary Swingline Borrowers in accordance with Section 2.03(c), in each case, in an aggregate amount not to exceed such Lender’s CommitmentFacility; provided, howeverfurther, and notwithstanding any other provision to the contrary in this Agreement, the Lenders severally agree to ratably make a Term Loan to the Borrower upon not less than three (3) Business Days notice from the Borrower to the Administrative Agent (specifying the date and amount of the Term Loan and the duration of the initial Interest Period) upon the termination of a Banker’s Guarantee and in the Dollar Equivalent of the amount thereof, if the beneficiary of such Banker’s Guarantee provides written confirmation to the Administrative Agent, no later than the date of such notice, that such beneficiary will not request any payment under such Banker’s Guarantee after giving effect the date of such confirmation if it receives the proceeds of such Term Loan on the date such Term Loan is proposed to any such Borrowing, (i) the Total Outstandings shall not exceed the Aggregate Commitments, (ii) the aggregate Outstanding Amount of all Loans of any Lender, plus the aggregate Outstanding Amount of all L/C Obligations of any Lender shall not exceed such Lender’s Commitmentbe made, and (iii) the Outstanding Amount of all Subsidiary L/C Obligations of will thereafter promptly return such Subsidiary Swingline Borrower, plus the Outstanding Amount of all Swingline Loans of such Subsidiary Swingline Borrower shall not exceed such Subsidiary Swingline BorrowerBanker’s Subsidiary Currency Sublimit. Within the limits of each Lender’s Commitment, and subject Guarantee to the other terms and conditions hereof, the Borrowers may borrow Banker’s Guarantee Issuer. Each Borrowing shall consist of Term Loans made simultaneously by Lenders ratably according to their Term Commitments. Amounts borrowed under this Section 2.01, prepay under Section 2.05, 2.01 and reborrow under this Section 2.01. Revolving Loans repaid or prepaid may not be Base Rate Loans or Eurocurrency Rate Loans, as further provided hereinreborrowed.

The Loans. (a) Subject to the terms and conditions set forth hereinof this Agreement, each Lender severally hereby agrees to make loans Loans in a principal amount not to each exceed the Maximum Credit Limit. If the aggregate outstanding principal amount of Loans at any time exceeds the Maximum Credit Limit, Borrower shall immediately repay such excess in full. The Obligations of Borrower under this Agreement shall at all times be absolute and unconditional. Borrower acknowledges and agrees that any obligation of Lender to make any Advance hereunder is strictly contingent upon the satisfaction of the Revolving Borrowers conditions set forth in Sections 2.3, 2.4, and 2.5 (as applicable). For each Loan, Borrower shall make (i) commencing on the first Payment Date following the date on which such loanLoan is made to Borrower, a “Revolving payments on each Payment Date of interest only in arrears at the Applicable Rate during the Interest Only Period of such Loan”, and (ii) in Dollars or, in beginning on the case first Payment Date after expiration of the Global LendersInterest Only Period of such Loan (the “Amortization Date”), equal monthly payments on each subsequent Payment Date in one or more Alternative Currencies an amount determined through a calculation fully amortizing the outstanding principal balance due under each Loan at the Applicable Rate over the period from the Amortization Date applicable to such Loan through (and including) the Maturity Date of such Loan. For clarity, the payment schedule with respect to the Tranche A Loan as of the Closing Date is reflected in Exhibit B attached hereto, and Lender may update such payment schedule from time to time in accordance with the terms of the Loan Documents (as amended from time to time, on the “Amortization Schedule”). In the event of any Business Day during inconsistency between the Availability Period, in an aggregate amount not to exceed at any time outstanding Amortization Schedule and the amount terms of such Lender’s Commitment; provided, however, that after giving effect to any Borrowing, the Loan Documents (i) the aggregate Outstanding Amount of all Revolving Loans, plus the aggregate Outstanding Amount of all L/C Obligations (excluding Subsidiary L/C Obligationsincluding this Section 2.1), plus the Assumed Swingline Loan Amount shall not exceed the Aggregate Commitments and (ii) the aggregate Outstanding Amount terms of the Revolving Loans Loan Documents shall prevail. Borrower shall continue to comply with all of any Lender, plus such Lender’s Pro Rata Share of the Outstanding Amount of all L/C Obligations (excluding Subsidiary L/C Obligations), plus such Lender’s Pro Rata Share of the Assumed Swingline Loan Amount shall not exceed such Lender’s Commitment. Notwithstanding the foregoing sentence, subject to the terms and conditions set forth herein, each Lender provisions hereof until all of the Obligations (other than contingent indemnification obligations) are paid and satisfied in full. After the Non-Global Lenders) severally agrees to make Revolving Commitment Termination Date, no further Loans (without application of the Assumed Swingline Loan Amount) in an amount equal to its Pro Rata Share of the Revolving Loans made to refinance Swingline Loans in accordance with Section 2.04(e) and to refinance drawings under Letters of Credit for the account of Subsidiary Swingline Borrowers which have not been reimbursed on the Honor Date by such Subsidiary Swingline Borrowers in accordance with Section 2.03(c), in each case, in an aggregate amount not to exceed such shall be available from Lender’s Commitment; provided, however, that after giving effect to any such Borrowing, (i) the Total Outstandings shall not exceed the Aggregate Commitments, (ii) the aggregate Outstanding Amount of all Loans of any Lender, plus the aggregate Outstanding Amount of all L/C Obligations of any Lender shall not exceed such Lender’s Commitment, and (iii) the Outstanding Amount of all Subsidiary L/C Obligations of such Subsidiary Swingline Borrower, plus the Outstanding Amount of all Swingline Loans of such Subsidiary Swingline Borrower shall not exceed such Subsidiary Swingline Borrower’s Subsidiary Currency Sublimit. Within the limits of each Lender’s Commitment, and subject to the other terms and conditions hereof, the Borrowers may borrow under this Section 2.01, prepay under Section 2.05, and reborrow under this Section 2.01. Revolving Loans may be Base Rate Loans or Eurocurrency Rate Loans, as further provided herein.

The Loans. Subject to the terms and conditions set forth herein, each Tranche B Term Loan Lender severally agrees to make term loans to each of the Revolving Borrowers (each such loan, a “Tranche B Term Loan”) to any Term Loan Borrower on the Closing Date in Dollars in an aggregate amount of up to such Tranche B Term Loan Lender’s Tranche B Term Loan Commitment. Amounts repaid or prepaid in respect of Term Loans may not be reborrowed. Tranche B Term Loans may be Base Rate Loans or Eurocurrency Rate Loans, as further provided herein. Subject to the terms and conditions set forth herein, (i) each Dollar Revolving Lender severally agrees to make revolving loans (each such loan, an “Initial Dollar Revolving Credit Loan”) in Dollars or, in the case of the Global Lenders, in one or more Alternative Currencies to each Revolving Credit Borrower from time to time, on any Business Day during the Availability Period, in an aggregate amount not to exceed of up to, at any time outstanding outstanding, the amount of such Lender’s Dollar Revolving Credit Commitment and (ii) each Multicurrency Revolving Lender severally agrees to make revolving loans (each such loan, an “Initial Multicurrency Revolving Credit Loan”) in Dollars or an Alternative Currency to each Revolving Credit Borrower from time to time, on any Business Day during the Availability Period, in an aggregate amount of up to, at any time outstanding, the amount of such Lender’s Multicurrency Revolving Credit Commitment; provided, further, however, that (1) after giving effect to any Dollar Revolving Credit Borrowing, (i) the aggregate Outstanding Amount of all Dollar Revolving Loans, plus the aggregate Outstanding Amount of all Credit Loans and L/C Obligations (excluding Subsidiary L/C Obligations), plus the Assumed Swingline Loan Amount shall not exceed the Aggregate Dollar Revolving Credit Commitments and (ii) the aggregate Outstanding Amount of the Dollar Revolving Credit Loans of any Lender, Dollar Revolving Lender plus such Dollar Revolving Lender’s Pro Rata Dollar Share of the Outstanding Amount of all L/C Obligations (excluding Subsidiary L/C Obligations), plus such Lender’s Pro Rata Share of the Assumed Swingline Loan Amount shall not exceed such Lender’s Commitment. Notwithstanding the foregoing sentence, subject to the terms and conditions set forth herein, each Lender (other than the Non-Global Lenders) severally agrees to make Revolving Loans (without application of the Assumed Swingline Loan Amount) in an amount equal to its Pro Rata Share of the Revolving Loans made to refinance Swingline Loans in accordance with Section 2.04(e) and to refinance drawings under Letters of Credit for the account of Subsidiary Swingline Borrowers which have not been reimbursed on the Honor Date by such Subsidiary Swingline Borrowers in accordance with Section 2.03(c), in each case, in an aggregate amount not to exceed such Lender’s Commitment; provided, however, that after giving effect to any such Borrowing, (i) the Total Outstandings shall not exceed the Aggregate Commitments, (ii) the aggregate Outstanding Amount of all Loans of any Lender, plus the aggregate Outstanding Amount of all L/C Obligations shall not exceed such Dollar Revolving Lender’s Dollar Revolving Credit Commitment, (2) after giving effect to any Multicurrency Revolving Credit Borrowing, (i) the aggregate Outstanding Amount of all Multicurrency Revolving Credit Loans shall not exceed the Aggregate Multicurrency Revolving Credit Commitments, and (ii) the aggregate Outstanding Amount of the Multicurrency Revolving Credit Loans of any Multicurrency Revolving Lender shall not exceed such Multicurrency Revolving Lender’s Commitment, Multicurrency Revolving Credit Commitment and (iii3) after giving effect to any Revolving Credit Borrowing, the Outstanding Amount of all Subsidiary L/C Obligations of such Subsidiary Swingline Borrower, plus the Outstanding Amount of all Swingline Loans of such Subsidiary Swingline Borrower Total Outstandings shall not exceed such Subsidiary Swingline Borrower’s Subsidiary Currency Sublimitthe Total Revolving Credit Commitments. Within the limits of each Lender’s Revolving Credit Commitment, and subject to the other terms and conditions hereof, the Revolving Credit Borrowers may borrow under this Section 2.01, prepay under Section 2.05, and reborrow under this Section 2.01. Revolving Credit Loans may be Base Rate Loans or Eurocurrency Rate Loans, as further provided herein. Each Revolving Credit Borrowing (including any deemed Revolving Credit Borrowings made pursuant to Section 2.03) shall be allocated pro rata among the relevant Tranches. For the avoidance of doubt, any Multicurrency Revolving Credit Loans denominated in an Alternative Currency shall only be permitted to be borrowed as Eurocurrency Rate Loans.

The Loans. (a) The Term A US BorrowingBorrowings. Subject to the terms and conditions set forth herein, each Term A US Lender severally agrees to make (or continue, with respectup to term A loans outstanding under this Agreement prior to each of the Revolving Borrowers (each such loanAmendment No. 5 Effective Date, as Term A US Loans hereunder) a “Revolving Loan”) single loanthree loans in Dollars or, to the Company on the Amendment No. 5 Effective Date in the case of the Global Lenders, in one or more Alternative Currencies from an amount not tofrom time to time, on any Business Day during the Availability PeriodPeriod for the Term A Facility, in an aggregate amount for all such drawings not to exceed at any time outstanding the amount of such Term A US Lender’s Term A US Commitment; provided, however, that after giving effect to any Term A US Borrowing, (i) the aggregate Outstanding Amount principal amount of all Revolving Loans, plus the aggregate Outstanding Amount of all L/C Obligations (excluding Subsidiary L/C Obligations), plus the Assumed Swingline Loan Amount Term A US Borrowings shall not exceed the Aggregate aggregate Term A US Commitments of all Term A US Lenders and (ii) the aggregate Outstanding Amount principal amount of the Revolving Loans all Term A US Borrowings of any Lender, plus such Lender’s Pro Rata Share of the Outstanding Amount of all L/C Obligations (excluding Subsidiary L/C Obligations), plus such Lender’s Pro Rata Share of the Assumed Swingline Loan Amount shall not exceed such Lender’s Commitment. Notwithstanding the foregoing sentence, subject to the terms and conditions set forth herein, each Lender (other than the Non-Global Lenders) severally agrees to make Revolving Loans (without application of the Assumed Swingline Loan Amount) in an amount equal to its Pro Rata Share of the Revolving Loans made to refinance Swingline Loans in accordance with Section 2.04(e) and to refinance drawings under Letters of Credit for the account of Subsidiary Swingline Borrowers which have not been reimbursed on the Honor Date by such Subsidiary Swingline Borrowers in accordance with Section 2.03(c), in each case, in an aggregate amount not to exceed such Lender’s Commitment; provided, however, that after giving effect to any such Borrowing, (i) the Total Outstandings shall not exceed the Aggregate Commitments, (ii) the aggregate Outstanding Amount of all Loans of any Lender, plus the aggregate Outstanding Amount of all L/C Obligations of any Term A US Lender shall not exceed such Term A US Lender’s Term A US Commitment, and (iii) . TheEach Term A US Borrowing shall consist of Term A US Loans made simultaneously by the Outstanding Amount of all Subsidiary L/C Obligations of such Subsidiary Swingline Borrower, plus the Outstanding Amount of all Swingline Loans of such Subsidiary Swingline Borrower shall not exceed such Subsidiary Swingline Borrower’s Subsidiary Currency SublimitTerm A US Lenders in accordance with their respective Term A US Commitments. Within the limits of each Lender’s Commitment, and subject to the other terms and conditions hereof, the Borrowers may borrow Amounts borrowed under this Section 2.01, prepay under Section 2.05, 2.01(a) and reborrow repaid or prepaid may not be reborrowed. The Term A US Loans made pursuant to the Term A US Borrowings under this Section 2.012.01 shall constitute a single Term A US Facility. Revolving Term A US Loans may be Base Rate Loans or Eurocurrency Rate Loans, as further provided herein. For the avoidance of doubt, the parties hereto acknowledge and agree that the aggregate amount of the Term A US Commitments not drawn (or continued) under the single Term A US Borrowing shall be automatically terminated pursuant to Section 2.06(b)(i).

The Loans. (a) Subject to the terms and conditions set forth herein, each Lender severally agrees agrees, at any time and from time to time during the Commitment Period (Term) to make loans to each of the Revolving Borrowers (each such loan, a “Revolving Loan”) in Dollars or, in the case of the Global Lenders, in one or more Alternative Currencies from time loans to timethe Borrower (each a "Term Loan" and collectively, on any Business Day during the Availability Period, "Term Loans") in an aggregate principal amount for all such Term Loans not exceeding the amount of its Term Loan Commitment. The borrowings from the Lenders pursuant to this Section 2.1(a) shall be (1) in an aggregate principal amount (aggregating Term Loans then being requested with Term Loans previously made) not to exceed at any time outstanding the amount Total Term Loan Commitment then in effect; (2) made from each Lender pro rata on the basis of the Term Loan Commitment of such Lender’s Commitment; provided, however, that after giving effect to any Borrowing, (i) in no event shall the aggregate Outstanding Amount principal amount of all Revolving Loans, plus Term Loans made in respect of the aggregate Outstanding Amount acquisition by a PFAL Portfolio Entity of all L/C Obligations (excluding Subsidiary L/C Obligations), plus the Assumed Swingline Loan Amount shall not any Asset Pool exceed the Aggregate Commitments and lowest of (ii) the aggregate Outstanding Amount of the Revolving Loans of any Lender, plus such Lender’s Pro Rata Share of the Outstanding Amount of all L/C Obligations (excluding Subsidiary L/C Obligations), plus such Lender’s Pro Rata Share of the Assumed Swingline Loan Amount shall not exceed such Lender’s Commitment. Notwithstanding the foregoing sentence, subject to the terms and conditions set forth herein, each Lender (other than the Non-Global Lenders) severally agrees to make Revolving Loans (without application of the Assumed Swingline Loan Amount) in an amount equal to its Pro Rata Share of the Revolving Loans made to refinance Swingline Loans in accordance with Section 2.04(e) and to refinance drawings under Letters of Credit for the account of Subsidiary Swingline Borrowers which have not been reimbursed on the Honor Date by such Subsidiary Swingline Borrowers in accordance with Section 2.03(c), in each case, in an aggregate amount not to exceed such Lender’s Commitment; provided, however, that after giving effect to any such Borrowing, (ix) the Total Outstandings shall not exceed Term Loan Commitment then in effect minus the Aggregate Commitments, aggregate amount of Term Loans theretofore made; (iiy) the aggregate Outstanding Amount Applicable Borrowing Percentage of all the Acquisition Price for such Asset Pool and (z) $7,500,000; and (3) used by Borrower solely (x) to make advances to FC Commercial evidenced by the FC Commercial (PFAL) Pledged Note, the full amount of which advances are used by FC Commercial (as more fully set forth in other portions of this Section 2, in Section 6B and in other Sections of this Agreement) to make a contribution to the capital of a PFAL Portfolio Entity in connection with such PFAL Portfolio Entity's acquisition of an Asset Pool and (y) if requested by Borrower in the Notice of Borrowing for such Term Loans, to pay the Utilization Fee in respect of the Term Loans made pursuant to clause (x) (the Term Loans included in each such borrowing by Borrower in respect of an Asset Pool, together with any borrowing of the Utilization Fee in respect thereof, being referred to herein as a "Tranche" of Term Loans, each borrowing of Term Loans in respect of an Asset Pool (and related Utilization Fee) constituting a different Tranche of Term Loans distinct from each other Tranche (or borrowing) of Term Loans (and any related Utilization Fee) borrowed in respect of any Lender, plus the aggregate Outstanding Amount of all L/C Obligations of any Lender shall not exceed such Lender’s Commitment, other Asset Pool) and (iii) the Outstanding Amount of all Subsidiary L/C Obligations of such Subsidiary Swingline Borrower, plus the Outstanding Amount of all Swingline Loans of such Subsidiary Swingline Borrower shall not exceed such Subsidiary Swingline Borrower’s Subsidiary Currency Sublimit. Within the limits of each Lender’s Commitment, and subject to the other terms and conditions hereof, the Borrowers may borrow under this Section 2.01, prepay under Section 2.05, and reborrow under this Section 2.01. Revolving Loans may be Base Rate Loans or Eurocurrency Rate Loans, as provided further provided herein.that

The Loans. Subject to the terms and conditions set forth herein, each Lender severally agrees to make loans to each of the Revolving Borrowers (each such loan, a “Revolving Credit Loan”) in Dollars or, in to the case of the Global Lenders, in one or more Alternative Currencies Borrower from time to time, on any Business Day during the Availability Period, in an aggregate amount not to exceed at any time outstanding the amount of such Lender’s Commitment; provided, however, that after giving effect to any Borrowing, (i) the aggregate Outstanding Amount of all Revolving Loans, plus the aggregate Outstanding Amount of all L/C Obligations (excluding Subsidiary L/C Obligations), plus the Assumed Swingline Loan Amount shall not exceed the Aggregate Commitments and (ii) the aggregate Outstanding Amount of the Revolving Loans of any Lender, plus such Lender’s Pro Rata Share of the Outstanding Amount of all L/C Obligations (excluding Subsidiary L/C Obligations), plus such Lender’s Pro Rata Share of the Assumed Swingline Loan Amount shall not exceed such Lender’s Commitment. Notwithstanding the foregoing sentence, subject to the terms and conditions set forth herein, each Lender (other than the Non-Global Lenders) severally agrees to make Revolving Loans (without application of the Assumed Swingline Loan Amount) in an amount equal to its Pro Rata Share of the Revolving Loans made to refinance Swingline Loans in accordance with Section 2.04(e) and to refinance drawings under Letters of Credit for the account of Subsidiary Swingline Borrowers which have not been reimbursed on the Honor Date by such Subsidiary Swingline Borrowers in accordance with Section 2.03(c), in each case, in an aggregate amount not to exceed such Lender’s Commitment; provided, however, that after giving effect to any such Borrowing, (i) the Total Outstandings shall not exceed the Aggregate Commitments, Borrowing Base and (ii) the aggregate Outstanding Amount of all the Revolving Credit Loans of any Lender, plus such Lender’s Applicable Percentage of the aggregate Outstanding Amount of all L/C Obligations Obligations, plus such Lender’s Applicable Percentage of any Lender the Outstanding Amount of all Swing Line Loans shall not exceed such Lender’s Commitment. Notwithstanding anything to the contrary in this Agreement, all Revolving Credit Loans outstanding from and after the First Amendment Date up to the FILO Amount (iiiuntil the FILO Amount is $0) the Outstanding Amount of all Subsidiary L/C Obligations of such Subsidiary Swingline Borrower, plus the Outstanding Amount of all Swingline Loans of such Subsidiary Swingline Borrower shall not exceed such Subsidiary Swingline Borrower’s Subsidiary Currency Sublimitbe deemed to be “FILO Loans”. Within the limits of each Lender’s Commitmentthe Borrowing Base, and subject to the other terms and conditions hereof, the Borrowers Borrower may borrow under this Section 2.01, prepay under Section 2.05, and reborrow under this Section 2.01. Revolving Credit Loans may be Base Rate Loans or Eurocurrency Rate LIBOR Loans, as further provided herein; provided, however, any Revolving Credit Borrowings made on the Closing Date or any of the three (3) Business Days following the Closing Date shall be made as Base Rate Loans unless the Borrower delivers a funding indemnity letter reasonably acceptable to the Administrative Agent not less than three (3) Business Days prior to the date of such Revolving Credit Borrowing.”

The Loans. Subject to (a) On the terms and subject to the conditions set forth hereincontained in this Agreement, each Revolving Credit Lender severally agrees to make loans to each of the Revolving Borrowers in Dollars (each such loaneach, a “Revolving Loan”) in Dollars or, in to the case of the Global Lenders, in one or more Alternative Currencies Borrower from time to time, time on any Business Day during the Availability Period, period commencing on the Effective Date until the Credit Termination Date in an aggregate principal amount not to exceed at any time outstanding the amount of for all such loans by such Revolving Credit Lender not to exceed such Revolving Credit Lender’s Revolving Credit Commitment; provided, however, that after giving effect at no time shall any Revolving Credit Lender be obligated to any Borrowingmake a Revolving Loan in excess of such Revolving Credit Lender’s Ratable Portion of the Line Cap. Within the limits of the Revolving Credit Commitment of each Revolving Credit Lender, amounts of Loans repaid may be reborrowed under this Section 2.1. (ib) Subject to the aggregate Outstanding Amount limitations set forth below (and notwithstanding anything to the contrary in Section 4.2), the Administrative Agent is authorized by the Borrower and the other parties hereto, from time to time in the Administrative Agent’s sole discretion (but shall have absolutely no obligation), to make Revolving Loans to the Borrower, on behalf of all Revolving LoansCredit Lenders at any time that any condition precedent set forth in Section 4.2 has not been satisfied or waived, which the Administrative Agent, in its Permitted Discretion, deems necessary or desirable for the purposes specified in the definition of “Protective Advances”. Any Protective Advance may be made in a principal amount that would cause the aggregate Revolving Credit Exposure to exceed the Borrowing Base; provided that the aggregate amount of outstanding Protective Advances plus the aggregate Outstanding Amount of all L/C Obligations (excluding Subsidiary L/C Obligations), plus the Assumed Swingline Loan Amount other Revolving Credit Exposure shall not exceed the Aggregate Commitments and (ii) Revolving Credit Commitments. Each Protective Advance shall be secured by the aggregate Outstanding Amount Liens in favor of the Revolving Loans Collateral Agent in and to the Collateral and shall constitute Obligations hereunder. The making of a Protective Advance on any Lender, plus such Lender’s Pro Rata Share of the Outstanding Amount of all L/C Obligations (excluding Subsidiary L/C Obligations), plus such Lender’s Pro Rata Share of the Assumed Swingline Loan Amount one occasion shall not exceed such Lender’s Commitmentobligate the Administrative Agent to make any Protective Advance on any other occasion. Notwithstanding At any time that the foregoing sentence, subject to the terms and conditions precedent set forth hereinin Section 4.2 have been satisfied or waived, each Lender (other than the Non-Global Lenders) severally agrees Administrative Agent may request the Revolving Credit Lenders to make a Revolving Loans (without application of Loan to repay a Protective Advance. At any other time, the Assumed Swingline Loan Amount) in an amount equal to its Pro Rata Share of Administrative Agent may require the Revolving Loans made Credit Lenders to refinance Swingline Loans fund their risk participations described in accordance with Section 2.04(e) and to refinance drawings under Letters of Credit for the account of Subsidiary Swingline Borrowers which have not been reimbursed on the Honor Date by such Subsidiary Swingline Borrowers in accordance with Section 2.03(c2.1(c), in each case, in an aggregate amount not to exceed such Lender’s Commitment; provided, however, that after giving effect to any such Borrowing, (i) the Total Outstandings shall not exceed the Aggregate Commitments, (ii) the aggregate Outstanding Amount of all Loans of any Lender, plus the aggregate Outstanding Amount of all L/C Obligations of any Lender shall not exceed such Lender’s Commitment, and (iii) the Outstanding Amount of all Subsidiary L/C Obligations of such Subsidiary Swingline Borrower, plus the Outstanding Amount of all Swingline Loans of such Subsidiary Swingline Borrower shall not exceed such Subsidiary Swingline Borrower’s Subsidiary Currency Sublimit. Within the limits of each Lender’s Commitment, and subject to the other terms and conditions hereof, the Borrowers may borrow under this Section 2.01, prepay under Section 2.05, and reborrow under this Section 2.01. Revolving Loans may be Base Rate Loans or Eurocurrency Rate Loans, as further provided herein.5339129.14 44