Common use of Commitment to Lend Clause in Contracts

Commitment to Lend. Subject to the terms and conditions set forth in this Credit Agreement, each of the Revolving Credit Lenders severally agrees to lend to the Borrower and the Borrower may borrow, repay, and reborrow from time to time from the Funding Date up to but not including the Revolving Credit Maturity Date upon notice by the Borrower to the Administrative Agent given in accordance with §2.6, such sums as are requested by the Borrower up to a maximum aggregate amount outstanding (after giving effect to all amounts requested) at any one time equal to such Revolving Credit Lender’s Revolving Credit Commitment minus such Revolving Credit Lender’s Commitment Percentage of the sum of the Maximum Drawing Amount and all Unpaid Reimbursement Obligations, provided that the sum of the outstanding aggregate amount of all Revolving Credit Loans (after giving effect to all amounts requested) plus the Maximum Drawing Amount and all Unpaid Reimbursement Obligations shall not at any time exceed the Total Revolving Credit Commitment at such time. The Revolving Credit Loans shall be made pro rata in accordance with each Revolving Credit Lender’s Commitment Percentage of the Total Revolving Credit Commitment. Each request for a Revolving Credit Loan hereunder shall constitute a representation and warranty by the Borrower that the conditions set forth in §12 and §13, in the case of the initial Revolving Credit Loans to be made on the Funding Date, and §13, in the case of all other Revolving Credit Loans, have been satisfied on the date of such request.

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

Commitment to Lend. Subject to the provisions of §2.4 and the other terms and conditions set forth in this Credit Agreement, each of the Revolving Credit Lenders Banks severally agrees to lend to the Borrower Borrower, and the Borrower may borrow, repay, and reborrow from each Bank from time to time from between the Funding Closing Date up to but not including and the Revolving Credit Maturity Date upon notice by the Borrower to the Administrative Agent given in accordance with §2.62.4, such sums as are requested by the Borrower up to a maximum aggregate principal amount outstanding (after giving effect to all amounts requested) at any one time equal to such Revolving Credit LenderBank’s Revolving Credit Commitment minus minus, without double counting, an amount equal to such Revolving Credit LenderBank’s Commitment Percentage of multiplied by the sum of (x) the outstanding principal amount of all Swingline Loans and Bid Rate Loans plus (y) all Reimbursement Obligations to the extent not yet deemed Revolving Credit Loans pursuant to §3.3 and the Maximum Drawing Amount and all Unpaid Reimbursement Obligations, Amount; provided that the sum of the outstanding aggregate amount of all the Revolving Credit Loans (after giving effect to all amounts requested) ), plus the Maximum Drawing Amount and, without double-counting the portion, if any, of any Letter of Credit which is drawn and included in the Revolving Credit Loans or the Maximum Drawing Amount, all Unpaid outstanding Reimbursement Obligations Obligations, plus all outstanding Swingline Loans, plus all outstanding Bid Rate Loans, shall not at any time exceed the Total Commitment and provided, further, that at the time the Borrower requests a Revolving Credit Commitment Loan and after giving effect to the making thereof: (i) in the case of any borrowing, all of the conditions in §13 (and in the case of any initial borrowing or other extension of credit on the Closing Date, also the conditions in §12) have been met at the time of such timerequest, and (ii) there has not occurred and is not continuing (or will not occur by reason thereof) any Default or Event of Default; it being acknowledged and agreed that the Borrower shall be permitted to request and borrow Loans if a Non-Material Breach (rather than a Default or Event of Default) exists. The Revolving Credit Loans shall be made pro rata in accordance with each Revolving Credit LenderBank’s Commitment Percentage of the Total Revolving Credit CommitmentPercentage. Each request for a Revolving Credit Loan hereunder made pursuant to §2.4 shall constitute a representation and warranty by the Borrower that the conditions set forth in §12 and §13, in the case of the initial Revolving Credit Loans to be made on the Funding Date, and §13, in the case of all other Revolving Credit Loans, have been satisfied (except to the extent any such condition has been waived and/or deferred in writing by the Agent and the required number of Banks) as of the Closing Date and that the conditions set forth in §13 have been satisfied (except to the extent any such condition has been waived and/or deferred in writing by the Agent and the required number of Banks) on the date of such requestrequest and will be satisfied (except to the extent any such condition has been waived and/or deferred in writing by the Agent and the required number of Banks) on the proposed Drawdown Date of the requested Loan or issuance of Letter of Credit, as the case may be, provided that the making of such representation and warranty by the Borrower shall not limit the right of any Bank not to lend if such conditions have not been met. No Revolving Credit Loan or other extension of credit shall be required to be made by any Bank unless (in connection with the initial Revolving Credit Loan or Letter of Credit or other extension of credit) all of the conditions contained in §12 have been satisfied (except to the extent any such condition has been waived and/or deferred in writing by the Agent and the required number of Banks) as of the Closing Date and unless all of the conditions set forth in §13 have been met at the time of any request for a Revolving Credit Loan or other extension of credit (except to the extent any such condition has been waived and/or deferred in writing by the Agent and the required number of Banks).

Commitment to Lend. Subject to all the terms and conditions of this Agreement, and in reliance on the representations, warranties and covenants of Borrower set forth in this Credit Agreement, each of the Revolving Credit Lenders severally Lender agrees to lend make loans of funds to Borrower during the Credit Period on a revolving basis (such loans being collectively hereinafter referred to as "LOANS" and each individually as a "LOAN"), in an aggregate cumulative total principal amount not to exceed five million Dollars (US $5,000,000). Lender's obligation to make Loans to Borrower under this Agreement is hereinafter referred to as the "COMMITMENT." Notwithstanding the foregoing, Lender will not be obligated to make a Loan to Borrower unless and until Borrower executes and delivers to Lender a Note (as defined in Section 2.2) for the principal amount of such Loan. In addition, Lender will not be obligated to advance any Loan to Borrower on or after the Maturity Date, and Lender's obligation to advance any Loan to Borrower is subject to satisfaction of all relevant terms and conditions of this Agreement, including but not limited to the Borrower conditions precedent and the Borrower may borrow, repay, and reborrow from time to time from the Funding Date up to but not including the Revolving Credit Maturity Date upon notice by the Borrower other provisions of Sections 5 (with respect to the Administrative Agent given in accordance initial Loan) and 6 (with §2.6respect to each Loan). Notwithstanding the foregoing, such sums as are requested by the Lender will not be obligated to make a Loan to Borrower up to unless and until a maximum aggregate amount outstanding (after giving effect to all amounts requested) at any one time equal to such Revolving Credit Lender’s Revolving Credit Commitment minus such Revolving Credit Lender’s Commitment Percentage Borrower first gives Lender written notice of the sum of the Maximum Drawing Amount and all Unpaid Reimbursement Obligations, provided that the sum of the outstanding aggregate amount of all Revolving Credit Loans (after giving effect to all amounts requested) plus the Maximum Drawing Amount and all Unpaid Reimbursement Obligations shall not at any time exceed the Total Revolving Credit Commitment at such time. The Revolving Credit Loans shall be made pro rata in accordance with each Revolving Credit Lender’s Commitment Percentage of the Total Revolving Credit Commitment. Each Borrower's request for a Revolving Credit Loan hereunder that sets forth the principal amount to the borrowed by Borrower under such requested Loan (a "LOAN NOTICE") and the date on which such Loan is requested to be advanced, which date shall constitute a representation and warranty not be sooner than five (5) Business Days following Lender's receipt of such Loan Notice. It is also agreed that amounts previously advanced by the Borrower that the conditions set forth in §12 and §13, in the case Lender pursuant to Section 12.01 of the initial Revolving Credit Loans to Limited Liability Company Agreement dated as of October 29, 1997 shall be made on included as part of the Funding Date, and §13, in the case of all other Revolving Credit Loans, have been satisfied on the date of such requestInitial Loan.

Commitment to Lend. Subject to the provisions of §2.4 and the other terms and conditions set forth in this Credit Agreement, each of the Revolving Credit Lenders severally agrees to lend to the Borrower Borrower, and the Borrower may borrow, repay, and reborrow from each Lender from time to time from between the Funding Closing Date up to but not including and the Revolving Credit Maturity Date upon notice by the Borrower to the Administrative Agent (with copies to the Agent for each Lender) given in accordance with §2.62.4, such sums as are requested by the Borrower up to a maximum aggregate principal amount outstanding (after giving effect to all amounts requested) at any one time equal to such Revolving Credit Lender’s Revolving Credit Commitment minus minus, without double counting, an amount equal to such Revolving Credit Lender’s Commitment Percentage of multiplied by the sum of (i) all Reimbursement Obligations to the extent not yet deemed Revolving Credit Loans and the Maximum Drawing Amount and all Unpaid Reimbursement Obligations, (ii) the outstanding principal amount of the Swingline Loans; provided that the sum of the outstanding aggregate amount of all the Revolving Credit Loans (after giving effect to all amounts requested) ), plus the Maximum Drawing Amount and, without double counting the portion, if any, of any Letter of Credit which is drawn and included in the Revolving Credit Loans, all Unpaid outstanding Reimbursement Obligations Obligations, plus the outstanding principal amount of the Swingline Loans shall not at any time exceed the lesser of (i) the Total Revolving Credit Commitment and (ii) the Availability at such time, and provided, further, that at the time the Borrower requests a Revolving Credit Loan and after giving effect to the making thereof: (i) in the case of any borrowing or other extension of credit, all of the conditions in §13 (and in the case of the initial borrowing on the Closing Date, also the conditions in §12) have been met at the time of such request, and (ii) there has not occurred and is not continuing (or will not occur by reason thereof) any Default or Event of Default. The Revolving Credit Loans shall be made pro rata in accordance with each Revolving Credit Lender’s Commitment Percentage of the Total Revolving Credit CommitmentPercentage. Each request for a Revolving Credit Loan hereunder made pursuant to §2.4 shall constitute a representation and warranty by the Borrower that the conditions set forth in §12 and §13, in the case have been satisfied as of the initial Revolving Credit Loans to be made on Closing Date and that the Funding Date, and conditions set forth in §13, in the case of all other Revolving Credit Loans, 13 have been satisfied on the date of such requestrequest and will be satisfied on the proposed Drawdown Date of the requested Loan or issuance of Letter of Credit, as the case may be, provided that the making of such representation and warranty by the Borrower shall not limit the right of any Lender not to lend if such conditions have not been met. No Revolving Credit Loan or other extension of credit shall be required to be made by any Lender unless all of the conditions contained in §12 have been satisfied as of the Closing Date with respect to the initial Revolving Credit Loan or issuance of Letter of Credit, and unless all of the conditions set forth in §13 have been satisfied at the time of any request for a Revolving Credit Loan or other extension of credit and on the Drawdown Date therefor.

Commitment to Lend. Subject to (a) Upon the terms and subject to the conditions set forth in of this Credit Agreement, each of the Revolving Credit Lenders severally Bank agrees to lend to the Borrower and such sums that the Borrower may borrowrequest, repay, and reborrow from time to time from the Funding Date up to date hereof until but not including the Revolving Credit Maturity Date upon notice by the Borrower to the Administrative Agent given in accordance with §2.6, such sums as are requested by the Borrower up to a maximum aggregate amount outstanding (after giving effect to all amounts requested) at any one time equal to such Revolving Credit Lender’s Revolving Credit Commitment minus such Revolving Credit Lender’s Commitment Percentage of the sum of the Maximum Drawing Amount and all Unpaid Reimbursement ObligationsTermination Date, provided that the sum of the outstanding aggregate principal amount of all Revolving Credit Loans (after giving effect to all amounts requested) plus the Maximum Drawing Amount and all Unpaid Reimbursement Obligations shall not at any time exceed the Total Revolving Credit Commitment at such timeCommitment. The Revolving Credit LIBOR Rate Loans shall be in the minimum aggregate amount of $300,000 or whole multiples of $100,000 in addition thereto. (b) The Borrower shall give to Bank, written Notice in the form of Exhibit B attached hereto of each Loan requested to be made pro rata in accordance with each Revolving Credit Lender’s Commitment Percentage hereunder (a "Loan Request") (i) no later than 12:00 noon, New York time, on the proposed Drawdown Date of any Base Rate Loan and (ii) no less than three (3) LIBOR Business Days prior to the proposed Drawdown Date of any LIBOR Rate Loan. Each such Notice shall specify (A) the principal amount of the Total Revolving Credit CommitmentLoan requested, (B) the proposed Drawdown Date of such Loan (which must be a Business Day or a LIBOR Business Day, as the case may be), (C) the Interest Period for such Loan and (D) whether such Loan shall be a Base Rate Loan or a LIBOR Rate Loan. Each request for a Revolving Credit Loan hereunder Request shall constitute a representation be irrevocable and warranty by binding on the Borrower that and shall obligate the Borrower to accept the Loan requested from Bank on the proposed Drawdown Date. Subject to the foregoing, so long as Bank's Commitment is then in effect and the applicable conditions set forth in §12 Section 6.2 hereof have been met, Bank shall advance the amount requested to the Borrower's bank account as designated on the applicable Loan Request (or such other account as Bank may designate) in immediately available funds not later than the close of business on such Drawdown Date. (c) The obligation of the Borrower to repay Bank the principal of the respective Loans and §13interest accrued thereon shall be evidenced by a promissory note (a "Note") substantially in the form of Exhibit C attached hereto, dated as of the date hereof and completed with appropriate insertions. The Note shall be executed and delivered by the Borrower and payable to the order of Bank, in the case of the initial Revolving Credit Loans form and substance satisfactory to be made on the Funding Date, and §13Bank, in a principal amount equal to the case of all other Revolving Credit Loans, have been satisfied on the date of such requestCommitment.

Commitment to Lend. Subject to (a) On the terms and conditions set forth in this Credit Agreement, each of the Revolving Credit Lenders severally agrees herein and subject to lend to the Borrower and the Borrower may borrow, repay, and reborrow from time to time from the Funding Date up to but not including the Revolving Credit Maturity Date upon notice by the Borrower to the Administrative Agent given in accordance with §2.6, such sums as are requested by the Borrower up to a maximum aggregate amount outstanding (after giving effect to all amounts requested) at any one time equal to such Revolving Credit Lender’s Revolving Credit Commitment minus such Revolving Credit Lender’s Commitment Percentage of the sum of the Maximum Drawing Amount and all Unpaid Reimbursement Obligations, provided that the sum of the outstanding aggregate amount of all Revolving Credit Loans (after giving effect to all amounts requested) plus the Maximum Drawing Amount and all Unpaid Reimbursement Obligations shall not at any time exceed the Total Revolving Credit Commitment at such time. The Revolving Credit Loans shall be made pro rata in accordance with each Revolving Credit Lender’s Commitment Percentage of the Total Revolving Credit Commitment. Each request for a Revolving Credit Loan hereunder shall constitute a representation and warranty by the Borrower that the conditions set forth in §12 and §13Section 7.01 hereof, in the case of the initial Revolving Credit Loans to be made Lender shall, on the Tranche A Funding Date, make a loan hereunder to Borrower in a principal amount equal to the Tranche A Commitment. The Tranche A Commitment shall automatically terminate upon funding of the Tranche A Loan on the Tranche A Funding Date. CERTAIN CONFIDENTIAL PORTIONS OF THIS EXHIBIT WERE OMITTED AND REPLACED WITH “[***]”. A COMPLETE VERSION OF THIS EXHIBIT HAS BEEN FILED SEPARATELY WITH THE SECRETARY OF THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO AN APPLICATION REQUESTING CONFIDENTIAL TREATMENT UNDER RULE 406 PROMULGATED UNDER THE SECURITIES ACT OF 1933, AS AMENDED. (b) On the terms and §13conditions set forth herein and subject to the conditions set forth in Section 7.02 hereof, Lender shall, on the Tranche B Funding Date, make a loan hereunder to Borrower in a principal amount equal to the case Tranche B Commitment. The Tranche B Commitment shall automatically terminate on the earliest to occur of: (i) the Tranche B Funding Date, (ii) the Tranche B Commitment Expiration Time (regardless of whether the Tranche B Loan has been funded at such time), (iii) the occurrence of a Change of Control (whether or not Lender has demanded prepayment pursuant to Section 3.02(b)); (iv) the occurrence of an Acceleration Event; and (v) delivery of a Notice of Optional Prepayment in respect of all other Revolving Credit Loansor part of the Tranche A Loan. (c) Lender’s commitment to lend hereunder is not revolving in nature, have been satisfied and any amount of the Loans repaid or prepaid may not be reborrowed. For the avoidance of doubt, Lender shall in no event be required to make a loan for less than the full Tranche B Commitment on the date of such requestTranche B Funding Date.

Commitment to Lend. Subject to the terms and conditions set forth in this Credit Agreement, each of the Revolving Credit Lenders Banks severally agrees to lend to the any Borrower and the any Borrower may borrow, repay, and reborrow from time to time from between the Funding Closing Date up to but not including and the Revolving Credit Loan Maturity Date upon notice by the such Borrower to the Administrative Agent given in accordance with §2.6ss.2.6, such sums sums, in Dollars and/or at any Borrower's option from time to time, subject to ss.2.9 hereof, in an Optional Currency, as are requested by the Borrower up to a maximum aggregate amount outstanding (after giving effect to all amounts requested) at any one time equal to such Revolving Credit Lender’s Revolving Credit Bank's Commitment minus such Revolving Credit Lender’s Bank's Commitment Percentage of the sum of the Maximum Drawing Amount and Amount, all Unpaid Reimbursement ObligationsObligations and the Maximum Overdraft Amount, provided that the sum of the outstanding aggregate amount of all the Revolving Credit Loans (after giving effect to all amounts requested) plus the Maximum Overdraft Amount, plus the Maximum Drawing Amount and all Unpaid Reimbursement Obligations shall not at any time exceed the Total Revolving Credit Commitment at such timeCommitment. The Revolving Credit Loans shall be made pro rata in accordance with each Revolving Credit Lender’s Bank's Commitment Percentage of the Total Revolving Credit CommitmentPercentage. Each request for a Revolving Credit Loan and each utilization of the Overdraft Facility hereunder shall constitute a representation and warranty by the Borrower that the conditions set forth in §12 ss.11 and §13ss.12, in the case of the initial Revolving Credit Loans to be made made, and the utilizations of the Overdraft Facility, on the Funding Closing Date, and §13ss.12, in the case of all other Revolving Credit LoansLoans and utilizations of the Overdraft Facility, have been satisfied on the date of such request. Each Base Rate Loan shall be denominated in Dollars, and each Eurocurrency Rate Loan shall be denominated in Dollars or, subject to ss.2.9 hereof, in an Optional Currency.

Commitment to Lend. (i) Subject to the terms and conditions set forth in this Credit Agreementhereof, each of the Revolving Credit Lenders Initial Lender severally agrees to lend make term loans to Kimco, in Dollars only (each, an “Initial Loan”), in a single Borrowing on the Effective Date in an aggregate principal amount equal to such Lender’s Applicable Percentage of the aggregate amount of such Borrowing requested by Kimco to be made on such day. If the aggregate amount of Loans so requested is less than the Aggregate Commitment as of such date, any unused portion of the Aggregate Commitment shall thereupon be cancelled. Notwithstanding anything to the Borrower contrary contained in this Agreement, in no event shall the aggregate outstanding amount of Loans exceed the Aggregate Commitment. (ii) The failure of any Lender to make any Loan required to be made by it shall not relieve any other Lender of its obligations hereunder. (iii) Subject to Section 2.8 and the Borrower Section 2.10, Loans may borrow, repay, and reborrow from time to time from the Funding Date up to but not including the Revolving Credit Maturity Date upon notice be Eurocurrency Loans or ABR Loans, or a combination thereof, as determined by the Borrower Kimco and notified to the Administrative Agent given in accordance with §2.6, Sections 2.2(d) and 2.4. Each Lender at its option may make any Loan by causing any domestic or foreign branch or Affiliate of such sums as are requested by the Borrower up Lender to a maximum aggregate amount outstanding (after giving effect to all amounts requested) at any one time equal to make such Revolving Credit Lender’s Revolving Credit Commitment minus such Revolving Credit Lender’s Commitment Percentage of the sum of the Maximum Drawing Amount and all Unpaid Reimbursement Obligations, Loan; provided that the sum any exercise of the outstanding aggregate amount of all Revolving Credit Loans (after giving effect to all amounts requested) plus the Maximum Drawing Amount and all Unpaid Reimbursement Obligations such option shall not at any time exceed affect the Total Revolving Credit Commitment at obligation of Kimco to repay such time. The Revolving Credit Loans shall be made pro rata Loan in accordance with the terms of this Agreement; provided, further, that each Revolving Credit Lender’s Commitment Percentage applicable Lender shall at all times comply with the requirements of the Total Revolving Credit Commitment. Each request for a Revolving Credit Loan hereunder shall constitute a representation and warranty by the Borrower that the conditions set forth this Agreement in §12 and §13respect thereto, in the case of the initial Revolving Credit Loans to be made on the Funding Dateincluding Section 2.12, and §13, in no Lender shall make any such election if and to the case of all other Revolving Credit Loans, have been satisfied on extent the date of such requestsame would cause Kimco to increase its payment obligations hereunder.

Commitment to Lend. (a) Subject to the terms and conditions set forth in this Credit Agreement, each of the Revolving Credit Lenders severally agrees to lend to the Borrower and the Borrower may borrow, repay, and reborrow from time to time from the Funding Closing Date up to but not including the Revolving Credit Loan Maturity Date upon notice by the Borrower to the Administrative Agent given in accordance with §Section 2.6, such sums as are requested by the Borrower up to a maximum aggregate amount outstanding (after giving effect to all amounts requested) at any one time equal to such Revolving Credit Lender’s Revolving Credit 's Commitment minus MINUS such Revolving Credit Lender’s 's Commitment Percentage of the sum of the Maximum Drawing Amount and all Unpaid Reimbursement Obligations, provided PROVIDED that the sum of the outstanding aggregate amount of all the Revolving Credit Loans (after giving effect to all amounts requested) plus ), including the Swing Line Loans, PLUS the Maximum Drawing Amount and all Unpaid Reimbursement Obligations shall not at any time exceed the Total Revolving Credit Commitment at such time. The Revolving Credit Loans shall be made pro rata PRO RATA in accordance with each Revolving Credit Lender’s 's Commitment Percentage of the Total Revolving Credit CommitmentPercentage. Each request for a Revolving Credit Loan hereunder shall constitute a representation and warranty by the Borrower that the conditions set forth in §12 Section 11 and §13Section 12, in the case of the initial Revolving Credit Loans to be made on the Funding Closing Date, and §13Section 12, in the case of all other Revolving Credit Loans, have been satisfied on the date of such request. (b) LIMITED INCREASE IN TOTAL COMMITMENT. Unless a Default or Event of Default has occurred and is continuing, the Borrower may request, on one or more occasions, that the Total Commitment in effect on the date of such request be increased by up to $25,000,000, PROVIDED, HOWEVER, that (i) the aggregate amount of any and all increases pursuant to this Section 2.1(b) shall not exceed $25,000,000, (ii) any Lender which is a party to this Agreement prior to such increase shall have the right to elect to fund its PRO RATA share of the increase and any additional amounts allocated by the Administrative Agent, thereby increasing its Revolving Credit Commitment hereunder, but no Lender shall be required to do so, (iii) in the event that it becomes necessary to include one or more new Lenders to provide additional funding under this Section 2.1(b) in order to enable such increase in the Total Commitment to occur, such new Lender must be reasonably acceptable to the Administrative Agent and the Borrower, (iv) the Lenders' Commitment Percentages shall be correspondingly adjusted, (v) each new Lender shall make all (if any) such payments to the other Lenders as may be necessary to result in the sum of the Revolving Credit Loans to be made by such new Lender PLUS such new Lender's proportionate share of the Maximum Drawing Amount and all Unpaid Reimbursement Obligations being equal to such new Lender's Commitment Percentage (as then in effect) of the aggregate principal amount of the sum of all Revolving Credit Loans outstanding to the Borrower as of such date PLUS the Maximum Drawing Amount and all Unpaid Reimbursement Obligations as of such date), and (vi) Revolving Credit Notes issued or amended and such other changes shall be made to the Loan Documents, as shall be necessary to reflect any such increase in the Total Commitment. Any such increase in the Total Commitment (whether by $25,000,000 or by a lesser amount) shall require, among other things, the satisfaction of such conditions precedent as the Administrative Agent may require, including, without limitation, the obtaining by any applicable Lender of requisite internal approvals, the Administrative Agent's receipt of evidence of applicable corporate authorization and other corporate documentation from the Borrower and the legal opinion of counsel to the Borrower, each in form and substance satisfactory to the Administrative Agent and such Lenders as are participating in such increase.

Commitment to Lend. Subject to the terms and conditions set forth in this Credit Agreement, each of the Revolving Credit Lenders Banks severally agrees to lend to the Borrower Borrowers and the Borrower Borrowers may borrow, repay, and reborrow from time to time from between the Funding Closing Date up to but not including and the Revolving Credit Maturity Date upon notice by the Borrower Borrowers to the Administrative Agent given in accordance with §2.6(S)2.6, such sums as are requested by the Borrower Borrowers up to a maximum aggregate principal amount outstanding (after giving effect to all amounts requested) at any one time equal to such Revolving Credit Lender’s Revolving Credit Commitment Bank's Commitment, minus such Revolving Credit Lender’s Bank's Commitment Percentage of the sum of the Maximum Drawing Amount and all Unpaid Reimbursement Obligations, ; provided that the sum of the outstanding aggregate amount of all Revolving Credit Loans (after giving effect to all amounts requestedrequested (i) the sum of the outstanding amount of the Loans plus the Maximum Drawing Amount and all Unpaid Reimbursement Obligations shall not at any time exceed the lesser of (a) the Total Revolving Credit Commitment at such timeand (b) the amount to which the Borrowers' secured Obligations are limited as set forth in the proviso contained in (S)6 hereof; and (ii) the Borrowers are in compliance with the covenant contained in (S)10.4 hereof. The Revolving Credit Loans shall be made pro rata in accordance with each Revolving Credit Lender’s Bank's Commitment Percentage of the Total Revolving Credit CommitmentPercentage. Each request for a Revolving Credit Loan hereunder shall constitute a representation and warranty by the Borrower Borrowers that the conditions set forth in §12 (S)11 and §13(S)12 hereof, in the case of the initial Revolving Credit Loans to be made on the Funding Closing Date, and §13(S)12 hereof, in the case of all other Revolving Credit Loans, have been satisfied on the date of such request. The parties hereto hereby agree that, on and as of the Closing Date, the loans outstanding under the Existing Credit Agreement shall become Loans hereunder.

Commitment to Lend. Subject to the terms and conditions set forth in this Credit Agreement, each of the Revolving Credit Lenders Lender hereby severally and not jointly agrees to lend make a term loan in Dollars (the “Initial Term Loan” and collectively with any Additional Term Loans (as defined below), the “Term Loans”) to the Borrower and on the Borrower may borrowInitial Funding Date, repay, and reborrow from time in an amount equal to time from such Lender's Commitment Percentage of the Funding Date up to but not including the Revolving Credit Maturity Date upon notice principal amount of $350,000,000 (or such lesser amount as shall be requested by the Borrower Borrower). The aggregate amount of the Initial Term Loans to be made hereunder shall not exceed $350,000,000. The Initial Term Loan shall be made by the Administrative Agent given Lenders simultaneously and proportionately to their respective Commitment Percentages, it being understood that no Lender shall be responsible for any failure by any other Lender to perform its obligation to make the Initial Term Loan hereunder nor shall the Initial Term Loan of any Lender be increased or decreased as a result of any such failure. The Commitments shall expire on the earlier of (i) the date on which the Initial Term Loan is made and (ii) December 4, 2006; provided that if a portion of the Loans have been repaid in accordance with §2.62.10(c), then the Commitments shall be reinstated to the extent of and in an amount equal to the portion of the Loans so repaid (the “Reinstated Commitments”) and such sums as are requested by Reinstated Commitments shall be available for reborrowing in accordance with the next paragraph. Subject to the terms and conditions set forth in this Agreement, each Lender hereby severally and not jointly agrees to make an additional term loan in a single draw in Dollars (the “Additional Term Loan”) to the Borrower up to a maximum aggregate on the Additional Funding Date, in an amount outstanding (after giving effect to all amounts requested) at any one time equal to such Revolving Credit Lender’s Revolving Credit Commitment minus such Revolving Credit Lender’s 's Commitment Percentage of the sum principal amount of the Maximum Drawing Amount and all Unpaid Reimbursement Obligations, provided that Reinstated Commitments as shall be requested by the sum Borrower. The amount of the outstanding aggregate Additional Term Loan shall not exceed the amount of all Revolving Credit the Reinstated Commitments, and the aggregate outstanding amount of the Term Loans (after giving effect to all amounts requestedsuch Additional Term Loan) plus the Maximum Drawing Amount and all Unpaid Reimbursement Obligations shall not at any time exceed the Total Revolving Credit Commitment at such time$350,000,000. The Revolving Credit Loans Additional Term Loan shall be made pro rata in accordance with each Revolving Credit Lender’s by the Lenders simultaneously and proportionately to their respective Commitment Percentage Percentages, it being understood that no Lender shall be responsible for any failure by any other Lender to perform its obligation to make an Additional Term Loan hereunder nor shall the Additional Term Loan of any Lender be increased or decreased as a result of any such failure. The Reinstated Commitment shall expire on the Total Revolving Credit Commitmentearlier of (i) the date on which the Additional Term Loan is made and (ii) January 31, 2007. Each request for a Revolving Credit Loan hereunder made pursuant to §2.5 hereof shall constitute a representation and warranty by the Borrower that the conditions set forth in §12 and §13, in the case 10 have been satisfied as of the initial Revolving Credit Loans to be made on Closing Date and that the Funding Date, and conditions set forth in §13, in the case of all other Revolving Credit Loans, 11 have been satisfied on the date of such requestrequest and will be satisfied on the proposed Drawdown Date of the requested Loan, provided that the making of such representation and warranty by the Borrower shall not limit the right of any Lender not to lend if such conditions have not been met. No Loan shall be required to be made by any Lender unless all of the conditions contained in §10 have been satisfied as of the Closing Date and all of the conditions set forth in §11 have been met at the time of any request for a Loan.

Commitment to Lend. Subject to (a) On the terms and conditions set forth in of this Credit Agreement, each of the Revolving Credit Lenders severally Lender agrees to lend make secured loans to the Borrower Owner, such loans to be made in two Tranches, “Tranche A Loans” and the Borrower may borrow“Tranche B Loans” as provided below, repay, and reborrow from time to time from the Funding Date in an aggregate principal amount up to but not including its Commitment specified opposite the Revolving Credit Maturity Date upon notice by the Borrower to the Administrative Agent given in accordance with §2.6, such sums as are requested by the Borrower up to a maximum aggregate amount outstanding (after giving effect to all amounts requested) at any one time equal to such Revolving Credit Lender’s Revolving Credit Commitment minus such Revolving Credit Lender’s Commitment Percentage of the sum of the Maximum Drawing Amount and all Unpaid Reimbursement Obligations, provided that the sum of the outstanding aggregate amount of all Revolving Credit Loans (after giving effect to all amounts requested) plus the Maximum Drawing Amount and all Unpaid Reimbursement Obligations shall not at any time exceed the Total Revolving Credit Commitment at such timename on Schedule I hereto. The Revolving Credit Loans shall be made pro rata pursuant to the terms hereof and Loan Certificates evidencing such Loans shall be issued pursuant to the terms hereof and shall be substantially in accordance with each Revolving Credit Lender’s Commitment Percentage the form set out in Exhibit A. The Loans shall be secured by a first priority mortgage and security interest in the Designated Aircraft and a collateral assignment of the Total Revolving Credit CommitmentLease and certain other property associated therewith. Each request for Once repaid, the Loans made hereunder may not be reborrowed. (b) The Loans shall be made by reference to a Revolving Credit particular “Tranche”. The “Tranche” of any Loan hereunder shall constitute a representation and warranty by be designated as “Tranche A” or “Tranche B”. The Loans shall relate to the Borrower Aircraft. The Tranche of each Loan shall be indicated on the face of the Loan Certificate relating to such Loan. (c) Schedule I hereto sets out the Tranche of Loans that the conditions Lender has irrevocably elected to make. Any Loan initially made as a Tranche A Loan shall be and remain a Tranche A Loan, and any Loan initially made as a Tranche B Loan shall be and remain a Tranche B Loan, in each case, regardless of the holder thereof. A Loan, once made as a particular Tranche, shall only be transferred, assigned and/or reissued as such Tranche, entitling its holder to the rights, and subjecting such holder to the obligations, applicable to such Tranche only, as further set forth in §12 and §13, in the case herein. (d) The aggregate Original Amount of the initial Revolving Credit Tranche A Loans to be made on shall not exceed the Funding DateTranche A Commitment Amount, and §13, in the case aggregate Original Amount of all other Revolving Credit Loans, have been satisfied on the date of such requestTranche B Loans shall not exceed the Tranche B Commitment Amount.

Commitment to Lend. (a) Subject to the terms and conditions of this Agreement, and in reliance on the representations, warranties and covenants of Borrower set forth in this Credit Agreement, each of the Revolving Credit Lenders severally Lender agrees to lend make loans of funds to Borrower during the Borrower Credit Period on a revolving basis (such loans being collectively hereinafter referred to as "Loans" and each individually as a "Loan"), in an aggregate cumulative total principal amount not to exceed five hundred thousand (US $500,000.00) dollars (the "Commitment") according to such Lender's pro rata part as set forth in the signature pages hereto; provided however; the initial loan shall be in the amount of $200,000 (the "Initial Loan") and unless otherwise agreed to by the Lender each such additional Loan shall be in an amount not less than $150,000.00 (the "Base Rate Borrowing"). In the event the difference between the Commitment and the Borrower may borrowoutstanding Loans is less than the Base Rate Borrowing, repaythen the amount to be borrowed shall be the difference between the Commitment and Base Rate Borrowing. Notwithstanding the foregoing, and reborrow from time to time from on any date of determination, the Funding Date up to but not including the Revolving Credit Maturity Date upon notice by the Borrower to the Administrative Agent given in accordance with §2.6, such sums as are requested by the Borrower up to a maximum aggregate amount outstanding (after giving effect to all amounts requested) at any one time equal to such Revolving Credit Lender’s Revolving Credit Commitment minus such Revolving Credit Lender’s Commitment Percentage of the sum of the Maximum Drawing Amount and all Unpaid Reimbursement Obligations, provided that the sum of the outstanding aggregate amount of all Revolving Credit the Loans (after giving effect to all amounts requested) plus the Maximum Drawing Amount and all Unpaid Reimbursement Obligations shall not at any time never exceed the Total Revolving Commitment and Borrower may not draw down more than once in any thirty (30) day period. (b) Notwithstanding the foregoing, no Lender will be obligated to make a Loan to Borrower: (i) unless and until Borrower executes and delivers to such Lender a Note (as defined in Section 2.2) for the principal amount of such Loan; (ii) after the Credit Commitment at such time. The Revolving Credit Loans shall be made pro rata in accordance Period; (iii) unless and until all relevant terms and conditions of this Agreement, including but not limited to the conditions precedent and other provisions of Sections 6 (with each Revolving Credit Lender’s Commitment Percentage respect to All Loans), 7 (with respect to the Second Tranche of the Total Revolving Credit Commitment. Each Loan), and 8 (with respect to the Third and Fourth Tranche of the Loan) have been satisfied in full; and (iv) unless and until Borrower first gives the Lender written notice of Borrower's request for a Revolving Credit Loan hereunder shall constitute a representation that sets forth (x) the principal amount to be borrowed by Borrower under such requested Loan, and warranty by (y) that the Borrower that has met the conditions set forth in §12 condition precedent to such Loan together with evidence of such condition being met (a "Loan Notice"), and §13, in (z) the case of the initial Revolving Credit Loans date on which such Loan is requested to be made on the Funding Dateadvanced, and §13, in the case of all other Revolving Credit Loans, have been satisfied on the which date shall not be sooner than five (5) Business Days following Lenders' receipt of such requestLoan Notice.

Commitment to Lend. Subject to (a) On the terms and subject to the conditions set forth in this Credit Agreementherein, each of the Revolving Credit Lenders Bank severally agrees to lend make Hylsa Tranche A Loans to Hylsa in one or more (i) General Advances during the General Advance Availability Period and (ii) Fiduciary Trust Advances during the Fiduciary Trust Advance Availability Period, in an aggregate amount not to exceed, as to all Banks, U.S.$1,097,500,000. (b) On the terms and subject to the conditions set forth herein, each Bank severally agrees to make Hylsa Tranche B Loans to Hylsa in one or more (i) General Advances during the General Advance Availability Period and (ii) Fiduciary Trust Advances during the Fiduciary Trust Advance Availability Period, in an aggregate amount not to exceed, as to all Banks, U.S.$1,097,500,000. (c) On the terms and subject to the conditions set forth herein, each Bank severally agrees to make IMSA Tranche A Loans to Hylsa or, after the IMSA Assumption Date, to IMSA in one or more General Advances during the General Advance Availability Period in an aggregate amount not to exceed, as to all Banks, U.S.$777,500,000. (d) On the terms and subject to the conditions set forth herein, each Bank severally agrees to make IMSA Tranche B Loans to Hylsa or, after the IMSA Assumption Date, to IMSA in one or more General Advances during the General Advance Availability Period in an aggregate amount not to exceed, as to all Banks, U.S.$777,500,000. (e) The aggregate amount of the Hylsa Tranche A Loans, Hylsa Tranche B Loans, IMSA Tranche A Loans and IMSA Tranche B Loans made by each Bank shall not exceed the amount of such Bank’s Loan Commitment. The Borrowers collectively may not request more than (i) three General Advances with respect to the Hylsa Tranche A Loans, (ii) three General Advances with respect to the Hylsa Tranche B Loans, (iii) three General Advances with respect to the IMSA Tranche A Loans, (iv) three General Advances with respect to the IMSA Tranche B Loans and (v) three Fiduciary Trust Advances. (f) The obligations of the Banks under this Agreement are several but not joint. Failure by any Bank to make such Advances to the applicable Borrower and the shall not relieve any other Bank of its obligations hereunder or prejudice any rights that such Borrower may borrowhave against any Bank as a result of any failure by such Bank to make an Advance hereunder. No Bank shall have any responsibility for any failure by any other Bank to fulfill its obligations hereunder. The obligations of the Banks to make Loans hereunder shall expire on the Commitment Termination Date. (g) Notwithstanding the foregoing provisions of this Section 2.1, repay, and reborrow from time to time from the Funding Date up to but not including the Revolving Credit Maturity Date upon notice by the Borrower to the Administrative Agent given in accordance with §2.6, such sums as are requested by the Borrower up to a maximum aggregate amount outstanding (after giving effect to all amounts requestedi) at any one time equal to such Revolving Credit Lender’s Revolving Credit Commitment minus such Revolving Credit Lender’s Commitment Percentage of the sum of the Maximum Drawing Amount and aggregate principal amount of the Loans made hereunder plus the aggregate principal amount of all Unpaid Reimbursement Obligationsterm loans made under the Ternium Loan Agreement shall not in any event exceed U.S.$3,820,000,000, provided that (ii) the sum of the outstanding aggregate principal amount of all Revolving Credit the Hylsa Loans (after giving effect to all amounts requested) plus the Maximum Drawing Amount and all Unpaid Reimbursement Obligations aggregate principal amount of the term loans made under the Ternium Loan Agreement shall not at in any time event exceed U.S.$2,265,000,000 and (iii) the Total Revolving Credit Commitment at such time. The Revolving Credit Loans shall be made pro rata in accordance with each Revolving Credit Lender’s Commitment Percentage sum of the Total Revolving Credit Commitment. Each request for aggregate principal amount of the Hylsa Loans the proceeds of which are used to purchase, subscribe or otherwise acquire all or a Revolving Credit portion of the Convertible Debt and/or fund, directly or indirectly, the Fiduciary Trust and/or to pay fees and expenses related to the IMSA Transaction plus the aggregate principal amount of the term loans made under the Ternium Loan hereunder shall constitute Agreement the proceeds of which are used to finance, directly or indirectly, all or a representation and warranty by portion of the Borrower that the conditions set forth in §12 and §13, Tender Offer Price (as defined in the case Ternium Loan Agreement), make purchases of Controlling Shareholder Shares, fund, directly or indirectly, the Fiduciary Trust and purchase, subscribe or otherwise acquire a portion of the initial Revolving Credit Loans to be made on the Funding Date, and §13, Convertible Debt shall not in the case of all other Revolving Credit Loans, have been satisfied on the date of such requestany event exceed U.S.$1,800,000,000.

Commitment to Lend. Subject to the provisions of §2.4 and the other terms and conditions set forth in this Credit Agreement, each of the Revolving Credit Lenders severally agrees to lend to the Borrower Borrower, and the Borrower may borrow, repay, and reborrow from each Lender from time to time from between the Funding Closing Date up to but not including and the Revolving Credit Maturity Date upon notice by the Borrower to the Administrative Agent (with copies to the Agent for each Lender) given in accordance with §2.62.4, such sums as are requested by the Borrower up to a maximum aggregate principal amount outstanding (after giving effect to all amounts requested) at any one time equal to such Revolving Credit Lender’s Revolving Credit Commitment minus minus, without double counting, an amount equal to such Revolving Credit Lender’s Commitment Percentage of multiplied by the sum of all Reimbursement Obligations to the extent not yet deemed Revolving Credit Loans and the Maximum Drawing Amount and all Unpaid Reimbursement Obligations, Amount; provided that the sum of the outstanding aggregate amount of all the Revolving Credit Loans (after giving effect to all amounts requested) ), plus the Maximum Drawing Amount and, without double counting the portion, if any, of any Letter of Credit which is drawn and included in the Revolving Credit Loans, all Unpaid outstanding Reimbursement Obligations Obligations, shall not at any time exceed the lesser of (i) the Total Revolving Credit Commitment and (ii) the Availability at such time, and provided, further, that at the time the Borrower requests a Revolving Credit Loan and after giving effect to the making thereof: (i) in the case of any borrowing or other extension of credit, all of the conditions in §13 (and in the case of the initial borrowing on the Closing Date, also the conditions in §12) have been met at the time of such request, and (ii) there has not occurred and is not continuing (or will not occur by reason thereof) any Default or Event of Default. The Revolving Credit Loans shall be made pro rata in accordance with each Revolving Credit Lender’s Commitment Percentage of the Total Revolving Credit CommitmentPercentage. Each request for a Revolving Credit Loan hereunder made pursuant to §2.4 shall constitute a representation and warranty by the Borrower that the conditions set forth in §12 and §13, in the case have been satisfied as of the initial Revolving Credit Loans to be made on Closing Date and that the Funding Date, and conditions set forth in §13, in the case of all other Revolving Credit Loans, 13 have been satisfied on the date of such requestrequest and will be satisfied on the proposed Drawdown Date of the requested Loan or issuance of Letter of Credit, as the case may be, provided that the making of such representation and warranty by the Borrower shall not limit the right of any Lender not to lend if such conditions have not been met. No Revolving Credit Loan or other extension of credit shall be required to be made by any Lender unless all of the conditions contained in §12 have been satisfied as of the Closing Date with respect to the initial Revolving Credit Loan or issuance of Letter of Credit, and unless all of the conditions set forth in §13 have been satisfied at the time of any request for a Revolving Credit Loan or other extension of credit and on the Drawdown Date therefor.

Commitment to Lend. (a) Subject to the terms and conditions set forth in this Credit Agreement, each of the Revolving Credit Lenders Bank severally agrees to lend make revolving loans (collectively as to all Banks, the "Revolving Loans") to the Borrower from time to time on any Business Day during the period from the date hereof to (but not including) the Commitment Expiry Date, as may be requested by the Borrower. Each Revolving Loan made by the Banks shall be in the principal amount stated in the applicable Loan Request, shall be in a minimum principal amount of at least $1,000,000 and an integral multiple of $100,000, and shall be allocated among the Banks ratably in proportion to their respective Commitment Amounts, provided that (i) at no time shall the aggregate outstanding principal amount of all Revolving Loans made by any Bank exceed such Bank's Commitment Amount; (ii) at the time of such Revolving Loan, and after giving effect thereto, the M Portion of all outstanding Revolving Loans shall not exceed 50% of the current market value of the securities constituting Margin Stock in the Borrower's investment portfolio, as set forth on the schedule of portfolio securities delivered by the Borrower with the applicable Loan Request; (iii) at the time of such Revolving Loan, and after giving effect thereto, the NM Portion of all outstanding Revolving Loans shall not exceed 50% of the current market value of Eligible Assets, as set forth on the schedule of portfolio securities delivered by the Borrower with the applicable Loan Request; and (iv) at no time shall the aggregate outstanding principal amount of all Revolving Loans made by all Banks exceed the Maximum Amount. Within the limits of the provisions of this Section 2.1, the Borrower may borrow, repay, repay pursuant to Section 2.9 or prepay pursuant to Section 2.10(a) and reborrow under this Section 2.1(a) from time to time from until the Funding Date up Commitment Expiry Date. (b) Subject to but the terms hereof, each Bank will lend to the Borrower, on the Commitment Expiry Date, a term loan (collectively as to all Banks, the "Term Loans") that shall not including exceed, in the aggregate principal amount, the lesser of (i) such Bank's Commitment Amount and (ii) the aggregate principal amount of Revolving Credit Maturity Date upon notice Loans made by such Bank then outstanding (it being understood that the proceeds of such Loans will be applied to the repayment in full of all such outstanding Revolving Loans); provided that (i) at the time of such Term Loan, and after giving effect thereto, the M Portion of all outstanding Term Loans shall not exceed 50% of the current market value of the securities constituting Margin Stock in the Borrower's investment portfolio, as set forth on the schedule of portfolio securities delivered by the Borrower to with the Administrative Agent given in accordance with §2.6applicable Loan Request; (ii) at the time of such Term Loan, such sums and after giving effect thereto, the NM Portion of all outstanding Term Loans shall not exceed 50% of the current market value of Eligible Assets, as are requested set forth on the schedule of portfolio securities delivered by the Borrower up to a maximum aggregate amount outstanding with the applicable Loan Request; and (after giving effect to all amounts requestediii) at any one no time equal to such Revolving Credit Lender’s Revolving Credit Commitment minus such Revolving Credit Lender’s Commitment Percentage of shall the sum of the Maximum Drawing Amount and all Unpaid Reimbursement Obligations, provided that the sum of the aggregate outstanding aggregate principal amount of all Revolving Credit Term Loans (after giving effect to made by all amounts requested) plus Banks exceed the Maximum Drawing Amount and all Unpaid Reimbursement Obligations shall not at any time exceed the Total Revolving Credit Commitment at such timeAmount. The Revolving Credit Term Loans shall be made payable in eight equal consecutive quarterly installments on the last day of each calendar quarter, commencing on the first of such dates to occur after the Commitment Expiry Date. (c) Provided that no Default shall have occurred and be continuing, the Borrower may convert all or any part (in integral multiples of $1,000,000) pro rata among the Banks of any outstanding Loan into a Loan of any other type provided for in accordance with each Revolving Credit Lender’s Commitment Percentage of this Agreement in the Total Revolving Credit Commitment. Each request for a Revolving Credit Loan hereunder shall constitute a representation and warranty by the Borrower that the conditions set forth in §12 and §13same aggregate principal amount, on any Business Day (which, in the case of a conversion of a Eurodollar Loan, shall be the initial Revolving Credit Loans last day of the Interest Period applicable to such Eurodollar Loan). The Borrower shall give the Agent prior notice of each such conversion (which notice shall be made on the Funding Date, and §13, effective upon receipt) in the case of all other Revolving Credit Loans, have been satisfied on the date of such requestaccordance with Section 2.2.

Commitment to Lend. Subject to (a) Upon the terms and subject to the conditions set forth in of this Credit Agreement, each of the Revolving Credit Lenders Bank severally agrees to lend to the Borrower and such sums that the Borrower may borrowrequest, repay, and reborrow from time to time from the Funding Date up to date hereof until but not including the Revolving Credit Maturity Date upon notice by Termination Date, provided that the Borrower to sum of the Administrative Agent given in accordance with §2.6, outstanding principal amount of all Loans and L/C Obligations from such sums as are requested by the Borrower up to a maximum aggregate amount outstanding Bank (after giving effect to all amounts requested) at any one time equal to shall not exceed such Revolving Credit Lender’s Revolving Credit Commitment minus such Revolving Credit Lender’s Commitment Percentage of Bank's Commitment. LIBOR Rate Loans shall be in the sum of the Maximum Drawing Amount and all Unpaid Reimbursement Obligations, provided that the sum of the outstanding minimum aggregate amount of all Revolving Credit Loans $300,000 or whole multiples of $100,000 in addition thereto. (after giving effect b) The Borrower shall give to all amounts the Agent, written Notice in the form of Exhibit B attached hereto of each Loan requested to be made by each Bank hereunder (a "Loan Request") (i) no later than 12:00 noon, New York time, on the proposed Drawdown Date of any Base Rate Loan and (ii) no less than three (3) LIBOR Business Days prior to the proposed Drawdown Date of any LIBOR Rate Loan. Each such Notice shall specify (A) the principal amount of the Loan requested, (B) plus the Maximum Drawing Amount proposed Drawdown Date of such Loan (which must be a Business Day or a LIBOR Business Day, as the case may be), (C) the Interest Period for such Loan and all Unpaid Reimbursement Obligations shall not at any time exceed the Total Revolving Credit Commitment at (D) whether such time. The Revolving Credit Loans Loan shall be made pro rata in accordance with each Revolving Credit Lender’s Commitment Percentage of the Total Revolving Credit Commitmenta Base Rate Loan or a LIBOR Rate Loan. Each request for a Revolving Credit Loan hereunder Request shall constitute a representation be irrevocable and warranty by binding on the Borrower that and shall obligate the Borrower to accept the Loan requested from the applicable Bank on the proposed Drawdown Date. Subject to the foregoing, so long as the applicable Bank's Commitment is then in effect and the applicable conditions set forth in §12 Section 7.2 hereof have been met, such Bank shall advance the amount requested to the Borrower's bank account as designated on the applicable Loan Request (or such other account as such Bank may designate) in immediately available funds not later than the close of business on such Drawdown Date. (c) The obligation of the Borrower to repay each Bank the principal of the respective Loans and §13interest accrued thereon shall be evidenced by a promissory note (a "Note") substantially in the form of Exhibit C attached hereto, dated as of the date hereof and completed with appropriate insertions. Such Note shall be executed and delivered by the Borrower and payable to the order of the respective Bank, in the case of the initial Revolving Credit Loans form and substance satisfactory to be made on the Funding Date, and §13such Bank, in the case of all other Revolving Credit Loans, have been satisfied on the date of a principal amount equal to such requestBank's Loan Commitment.

Commitment to Lend. Subject to the provisions of §2.4 and the other terms and conditions set forth in this Credit Agreement, each of the Revolving Credit Lenders severally agrees to lend to the Borrower Borrower, and the Borrower may borrow, repay, and reborrow from each Lender from time to time from between the Funding Closing Date up to but not including and the Revolving Credit Maturity Date upon notice by the Borrower to the Administrative Agent (with copies to the Agent for each Lender) given in accordance with §2.62.4, such sums as are requested by the Borrower up to a maximum aggregate principal amount outstanding (after giving effect to all amounts requested) at any one time equal to such Revolving Credit Lender’s Revolving Credit 's Commitment minus minus, without double counting, an amount equal to such Revolving Credit Lender’s Commitment Percentage of multiplied by the sum of all Reimbursement Obligations to the extent not yet deemed Revolving Credit Loans and the Maximum Drawing Amount and all Unpaid Reimbursement Obligations, Amount; provided that the sum of the outstanding aggregate amount of all the Revolving Credit Loans (after giving effect to all amounts requested) ), plus the Maximum Drawing Amount and, without double counting the portion, if any, of any Letter of Credit which is drawn and included in the Revolving Credit Loans, all Unpaid outstanding Reimbursement Obligations Obligations, shall not at any time exceed the lesser of (i) the Total Revolving Credit Commitment and (ii) the Availability at such time, and provided, further, that at the time the Borrower requests a Revolving Credit Loan and after giving effect to the making thereof: (i) in the case of any borrowing or other extension of credit, all of the conditions in §13 (and in the case of the initial borrowing on the Closing Date or other date of initial borrowing, also the conditions in §12) have been met at the time of such request, and (ii) there has not occurred and is not continuing (or will not occur by reason thereof) any Default or Event of Default. The Revolving Credit Loans shall be made pro rata in accordance with each Revolving Credit Lender’s 's Commitment Percentage of the Total Revolving Credit CommitmentPercentage. Each request for a Revolving Credit Loan hereunder made pursuant to §2.4 shall constitute a representation and warranty by the Borrower that the conditions set forth in §12 and §13, in the case have been satisfied as of the Closing Date (or other date of initial Revolving Credit Loans to be made on borrowing) and that the Funding Date, and conditions set forth in §13, in the case of all other Revolving Credit Loans, 13 have been satisfied on the date of such requestrequest and will be satisfied on the proposed Drawdown Date of the requested Loan or issuance of Letter of Credit, as the case may be, provided that the making of such representation and warranty by the Borrower shall not limit the right of any Lender not to lend if such conditions have not been met. No Revolving Credit Loan or other extension of credit shall be required to be made by any Lender unless all of the conditions contained in §12 have been satisfied as of the Closing Date (or other date of initial borrowing) with respect to the initial Revolving Credit Loan or issuance of Letter of Credit, and unless all of the conditions set forth in §13 have been satisfied at the time of any request for a Revolving Credit Loan or other extension of credit and on the Drawdown Date therefor.

Commitment to Lend. Subject to the provisions of (S)2.4 ------------------ and the other terms and conditions set forth in this Credit Agreement, each of the Revolving Credit Lenders Banks severally agrees to lend to the Borrower Borrower, and the Borrower may borrow, repay, and reborrow from each Bank from time to time from between the Funding Closing Date up to but not including and the Revolving Credit Maturity Date upon notice by the Borrower to the Administrative Agent (with copies to the Agent for each Bank) given in accordance with §2.6(S)2.4 hereof, such sums as are requested by the Borrower up to a maximum aggregate principal amount outstanding (after giving effect to all amounts requested) at any one time equal to such Revolving Credit Lender’s Revolving Credit Bank's Commitment minus an amount equal to such Revolving Credit Lender’s Bank's Commitment ----- Percentage of the sum of multiplied by the Maximum Drawing Amount and all Unpaid Reimbursement Obligations, Amount; provided that the sum of ---------- -------- the outstanding aggregate amount of all the Revolving Credit Loans (after giving effect to all amounts requested) plus plus, without double-counting the Maximum Drawing Amount portion, if any, of any ---- Letter of Credit which is drawn and included in the Revolving Credit Loans, all Unpaid outstanding Reimbursement Obligations shall not at any time exceed the lesser of (i) the Total Revolving Credit Commitment and (ii) the Borrowing Base Availability at such time, and provided, further, that at the time the Borrower requests a Revolving Credit -------- ------- Loan and after giving effect to the making thereof: (i) in the case of any borrowing, all of the conditions in (S)13 (and in the case of any initial borrowing, also the conditions in (S)12) have been met at the time of such request, and (ii) there has not occurred and is not continuing (or will not occur by reason of) any Default or Event of Default; it being acknowledged and agreed that the Borrower shall be permitted to request and borrow Loans if a Non-Material Breach (rather than a Default or Event of Default) exists, provided -------- that in the event that such Non-Material Breach relates to a Real Estate Asset forming part of the Borrowing Base at such time, such Real Estate Asset shall be excluded from the calculation of Borrowing Base Availability for all purposes in the compliance certificate accompanying any Completed Loan Request. The Revolving Credit Loans shall be made pro rata in accordance with --- ---- each Revolving Credit Lender’s Bank's Commitment Percentage of the Total Revolving Credit CommitmentPercentage. Each request for a Revolving Credit Loan hereunder made pursuant to (S)2.4 hereof shall constitute a representation and warranty by the Borrower that the conditions set forth in §12 and §13, in the case of the initial Revolving Credit Loans to be made on the Funding Date, and §13, in the case of all other Revolving Credit Loans, (S)12 have been satisfied (except to the extent any such condition has been waived and/or deferred in writing by the Agent and the required number of Banks) as of the Closing Date and that the conditions set forth in (S)13 have been satisfied (except to the extent any such condition has been waived and/or deferred in writing by the Agent and the required number of Banks) on the date of such requestrequest and will be satisfied (except to the extent any such condition has been waived and/or deferred in writing by the Agent and the required number of Banks) on the proposed Drawdown Date of the requested Loan or issuance of Letter of Credit, as the case may be, provided that the making of such representation and warranty by the Borrower -------- shall not limit the right of any Bank not to lend if such conditions have not been met. No Revolving Credit Loan shall be required to be made by any Bank unless (in connection with the initial Revolving Credit Loan or Letter of Credit) all of the conditions contained in (S)12 have been satisfied (except to the extent any such condition has been waived and/or deferred in writing by the Agent and the required number of Banks) as of the Closing Date and unless all of the conditions set forth in (S)13 have been met at the time of any request for a Revolving Credit Loan (except to the extent any such condition has been waived and/or deferred in writing by the Agent and the required number of Banks).

Commitment to Lend. Subject to the terms and conditions hereinafter provided, each Lender agrees, for itself only, to (a) make on the Closing Date its portion of the Term Loan in the principal amount set forth in this opposite its name on Exhibit 2.1 hereto (such respective portions relating to the Term Loan being the "TL Commitment" of each Lender), (b) make its portion of Revolving Credit AgreementAdvances, from time to time during the period from the date hereof to and including the Termination Date, provided that the aggregate outstanding principal amount of each Lender's portion of the Revolving Credit Lenders severally agrees to lend Advances at any time shall not exceed the amount set forth opposite such Lender's name under the heading "Revolving Credit" on Exhibit 2.1 hereto (such respective amounts relating to the Borrower Revolving Credit as the same may be permanently reduced in accordance with this Agreement being the "RC Commitment" of each Lender) less Letter of Credit Liabilities multiplied by such Lender's Pro Rata Share of the Revolving Credit and the Borrower may borrow(c) make its portion of Acquisition Advances, repay, and reborrow from time to time during the period from the Funding Date up date hereof to but not and including the Revolving Credit Maturity Date upon notice by the Borrower to the Administrative Agent given in accordance with §2.6, such sums as are requested by the Borrower up to a maximum aggregate amount outstanding (after giving effect to all amounts requested) at any one time equal to such Revolving Credit Lender’s Revolving Credit Commitment minus such Revolving Credit Lender’s Commitment Percentage of the sum of the Maximum Drawing Amount and all Unpaid Reimbursement ObligationsConversion Date, provided that the sum aggregate outstanding principal amount of each Lender's portion of the outstanding aggregate amount of all Revolving Credit Loans (after giving effect to all amounts requested) plus the Maximum Drawing Amount and all Unpaid Reimbursement Obligations shall not Acquisition Advances at any time shall not exceed the Total Revolving Credit Commitment at amount set forth opposite such time. The Revolving Credit Loans shall Lender's name under the heading "Acquisition Loan" on Exhibit 2.1 hereto (such respective amounts relating to the Acquisition Loan as the same may be made pro rata permanently reduced in accordance with this Agreement being the "AL Commitment" of each Revolving Credit Lender’s Commitment Percentage of the Total Revolving Credit Commitment. Each request for a Revolving Credit Loan hereunder shall constitute a representation and warranty by the Borrower that the conditions set forth in §12 and §13, in the case of the initial Revolving Credit Loans to be made on the Funding Date, and §13, in the case of all other Revolving Credit Loans, have been satisfied on the date of such request).

Commitment to Lend. Subject to the terms and conditions set forth in this Credit Agreement, each of the Revolving Credit Lenders severally agrees to lend to the Borrower and the Borrower may borrow, repay, and reborrow from time to time from the Funding Closing Date up to but not including until the Revolving Credit Loan Maturity Date upon notice by the Borrower to the Administrative Agent given in accordance with §2.6, such sums as are requested by the Borrower up to a maximum aggregate amount outstanding (after giving effect to all amounts requested) at any one time equal to such Revolving Credit Lender’s Revolving Credit Commitment minus such Revolving Credit Lender’s Commitment Percentage of (i) the sum of the Maximum Drawing Amount and all Unpaid Reimbursement ObligationsObligations plus (ii) the outstanding amount of Swing Line Loans, provided that the sum of the outstanding aggregate amount of all the Revolving Credit Loans (after giving effect to all amounts requested) plus the Maximum Drawing Amount and all Unpaid Reimbursement Obligations plus the outstanding amount of Swing Line Loans shall not at any time exceed the lesser of (i) the Total Revolving Credit Commitment at such time and (ii) the Borrowing Base at such time. The Revolving Credit Loans shall be made pro rata in accordance with each Revolving Credit Lender’s Commitment Percentage of the Total Revolving Credit CommitmentPercentage. Each request for a Revolving Credit Loan hereunder shall constitute a representation and warranty by the Borrower that the conditions set forth in §12 11 and §1312, in the case of the initial Revolving Credit Loans to be made on the Funding Closing Date, and §1312, in the case of all other Revolving Credit Loans, have been satisfied on the date of such request.

Commitment to Lend. Subject (I) Each Lender severally agrees, subject to the terms and conditions set forth in this Credit AgreementAgreement (including Article IV), each of the to make Revolving Credit Lenders severally agrees to lend Loans to the Borrower and the Borrower may borrow, repay, and reborrow from time pursuant to time from the this Section 2.01 on each Funding Date up to but not including during the Revolving Credit Maturity Date upon notice by the Borrower Availability Period. Each such advance shall be subject to the Administrative Agent given in accordance with §2.6, such sums as are requested by the Borrower up to a maximum aggregate amount outstanding following: (after giving effect to all amounts requestedi) at any one time equal to such Revolving Credit Lender’s Revolving Credit Commitment minus such Revolving Credit Each Lender’s Commitment Percentage of the sum Revolving Loans advanced as part of any Borrowing shall not exceed such Lender’s Available Commitment; and (ii) The Revolving Loans advanced in any Borrowing shall not, when added to the Maximum Drawing Amount and all Unpaid Reimbursement Obligations, provided that the sum of the outstanding aggregate principal amount of all Revolving Credit Loans Extensions then outstanding, exceed the Borrowing Base (after giving effect to all amounts requestedthe addition to and/or removal of the Aggregate Value of any Eligible Railcars to be added to or removed from the Portfolio on such Funding Date). Each Borrowing shall be in a minimum aggregate principal amount and in integral multiples specified in Section 2.03(a) plus the Maximum Drawing Amount and all Unpaid Reimbursement Obligations shall not at any time exceed the Total Revolving Credit Commitment at such time. The Revolving Credit Loans shall be made pro rata from the several Lenders ratably in accordance with each proportion to their respective Commitments. The Lenders have no obligation to make any Revolving Credit Lender’s Commitment Percentage of the Total Revolving Credit Commitment. Each request for a Revolving Credit Loan hereunder shall constitute a representation and warranty by the Borrower that the conditions except as expressly set forth in §12 this Agreement. Within the foregoing limits, the Borrower may borrow under this Section 2.01, repay, or, to the extent permitted by Section 2.08, prepay, Revolving Loans and §13reborrow under this Section 2.01. (a) Notwithstanding any other provision of this Agreement which requires Borrowings to be made from the Lenders ratably in proportion to the respective Commitments of such Lenders, in or which requires payments of principal and interest on the case of the initial Revolving Credit Loans to be made and allocated, or Revolving Loans to be continued or converted, based on Commitment Percentages rather than outstanding principal amounts: (i) payments of principal and interest on the Funding Date, and §13, in Revolving Loans will be made to the case Lenders according to the respective outstanding principal amounts of all other such Revolving Credit Loans, have been satisfied on and (ii) outstanding Revolving Loans will be continued and converted according to their outstanding principal amounts rather than the date Commitment Percentages of such requestthe applicable Lenders.

Commitment to Lend. (a) Subject to the terms and conditions set forth in this Credit Agreement, so long as there exists no (i) Default under Sections 6.1(a), 6.1(g) or 6.1(h) hereof, (ii) other Default as to which Agent has given Borrower notice or (iii) Event of Default, each of the Revolving Credit Lenders Lender severally agrees to lend make term loans (each a "Term Loan Advance" and collectively the "Term Loan Advances") to the Borrower and the Borrower may borrow, repay, and reborrow from time to time on any Business Day or LIBOR Business Day, as appropriate, during the period from the Funding Date up to but not and including the Revolving Credit Maturity Effective Date upon notice by the Borrower to, and including, November 30, 2001 in a principal amount not to the Administrative Agent given in accordance with §2.6, exceed such sums as are requested by the Borrower up to a maximum aggregate amount outstanding (after giving effect to all amounts requested) Lender's Term Commitment. Term Loan Advances hereunder made at any one time equal to such Revolving Credit Lender’s Revolving Credit Commitment minus such Revolving Credit Lender’s Commitment Percentage of the sum of the Maximum Drawing Amount and all Unpaid Reimbursement Obligations, provided that the sum of the outstanding shall be in an aggregate principal amount of all Revolving Credit Loans (after giving effect to all amounts requested) plus the Maximum Drawing Amount and all Unpaid Reimbursement Obligations shall not at any time exceed the Total Revolving Credit Commitment at such time. The Revolving Credit Loans shall be made pro rata in accordance with each Revolving Credit Lender’s Commitment Percentage of the Total Revolving Credit Commitmentless than $200,000.00. Each request for principal repayment applied to the Term Notes shall reduce the Term Commitments on a Revolving Credit dollar-for-dollar basis, and Term Loan hereunder shall constitute a representation Advances that have been repaid may not be reborrowed. (b) Subject to the terms and warranty by the Borrower that the conditions set forth in §12 this Agreement, so long as there exists no (i) Default under Sections 6.1(a), 6.1(g) or 6.1(h) hereof, (ii) other Default as to which Agent has given Borrower notice or (iii) Event of Default, each Lender severally agrees to make revolving loans (each a "Revolving Loan Advance" and §13collectively the "Revolving Loan Advances") to Borrower from time to time on any Business Day or LIBOR Business Day, as appropriate, during the period from and including the Effective Date to, but not including, the Advance Termination Date in a principal amount not to exceed such Lender's Revolving Commitment. Revolving Loan Advances hereunder made at any one time shall be in an aggregate principal amount of not less than $200,000.00 or any larger multiple of $25,000.00. Within the foregoing limits, Borrower may borrow under this Section 2.1(b), prepay the Revolving Loan Advances as provided in this Agreement, and reborrow Revolving Loan Advances at any time prior to the Advance Termination Date under this Section 2.1(b); provided however, the Revolving Commitments shall be reduced on a dollar-for-dollar basis by (i) any principal repayments made pursuant to Section 2.6(c) below which are applied to the Revolving Notes, or (ii) any principal payments (required, optional or otherwise) applied to the Revolving Notes from and after February 1, 2005. Borrower shall have the right, upon three (3) business days prior written notice to Agent, to permanently reduce the unutilized portion of the Revolving Commitments (provided that any portion of the reduction shall be in the case minimum amount of the initial Revolving Credit Loans to be made on the Funding Date, and §13, $1,000,000.00 or in the case of all other Revolving Credit Loans, have been satisfied on the date of such requestany integral multiple thereof).

Commitment to Lend. Subject The parties hereto acknowledge and agree that, on the Restatement Closing Date, the aggregate outstanding principal amount of the “Loans”, under and as defined in the Existing Loan Agreement, is $319,741,666.74 (collectively, the “Existing Loans”). The Borrower hereby represents, warrants, agrees, covenants and confirms that as of the Restatement Closing Date it has no defense, setoff, claim or counterclaim against the Administrative Agent, any of the Lenders or any other Person with respect to its Obligations in respect of the Existing Loans. Each Lender severally agrees, on the Restatement Closing Date, subject to the Administrative Agent’s determination that the terms and conditions of Sections 2.02, 4.01 and 4.02 have been satisfied or waived by the Administrative Agent and the Lenders, and on the other terms and conditions set forth in this Credit Agreement, each of the Revolving Credit Lenders severally agrees to lend make a loan (each, a “Loan”) to the Borrower and the Borrower may borrow, repay, and reborrow from time to time from the Funding Date up to but not including the Revolving Credit Maturity Date upon notice by the Borrower to the Administrative Agent given in accordance with §2.6, such sums as are requested by the Borrower up to a maximum aggregate amount outstanding (after giving effect to all amounts requested) at any one time equal to such Revolving Credit Lender’s Revolving Credit Commitment minus such Revolving Credit Lender▇▇▇▇▇▇’s Commitment Percentage of the sum of the Maximum Drawing Amount and all Unpaid Reimbursement Obligations, provided that the sum of the outstanding aggregate amount of all Revolving Credit Loans (after giving effect to all amounts requested) plus the Maximum Drawing Amount and all Unpaid Reimbursement Obligations shall not at any time exceed the Total Revolving Credit Commitment at such time. The Revolving Credit Loans shall be made pro rata in accordance with each Revolving Credit Lender’s Commitment Percentage Borrowing of the Total Revolving Credit Commitment. Each request for a Revolving Credit Loan hereunder shall constitute a representation and warranty by the Borrower that the conditions set forth in §12 and §13, in the case of the initial Revolving Credit Loans to be made on the Funding Restatement Closing Date as requested by the Borrower pursuant to Section 2.02 in a single Borrowing in order to refinance the Existing Portfolio and fund the acquisition of the Additional Portfolio by the Borrower on the Restatement Closing Date; provided, that, with respect to any Lender holding a portion of the Existing Loans, such ▇▇▇▇▇▇’s Commitment to lend a portion of the Loans to the Borrower on the Restatement Closing Date shall be deemed satisfied in an amount equal to its portion of the then outstanding principal amount of the Existing Loans. The Loans advanced (which for purposes of this sentence, for the avoidance of doubt, shall be deemed to include the Existing Loans) on the Restatement Closing Date with respect to any Railcars and §13, related Leases shall not (i) exceed the lesser of (x) the Initial Principal Amount and (y) the Advance and (ii) in the case of any Lender, exceed its Commitment. Each of the parties hereto hereby agrees (a) that the aggregate outstanding principal amount of the Existing Loans shall be and hereby is, from and following the Restatement Closing Date, continued and reconstituted into a portion of the aggregate outstanding principal amount of the Loans made to the Borrower under this Agreement in like amount, without constituting a novation, and shall and hereby does constitute a portion of the aggregate outstanding principal amount of the Loans for all purposes hereunder and under the other Revolving Credit Loan Documents and (b) that concurrently therewith, by their execution of this Agreement, the Lenders have assigned such Loans among themselves, such that, after giving effect to the transactions contemplated by this Agreement, such Loans shall be allocated among the Lenders in accordance with their respective Commitment Percentages. Within the foregoing limits, the Borrower may borrow under this Section 2.01, repay, or, to the extent permitted or required by Section 2.07, prepay, Loans, have been satisfied on the date of such requestbut may not reborrow Loans under this Section 2.01 or otherwise.

Commitment to Lend. Subject to the terms and conditions set forth in this Credit Agreement, each of the Revolving Credit Lenders severally agrees to lend to the Borrower Borrowers and the Borrower Borrowers may borrow, repay, and reborrow on a joint and several basis from time to time from the Funding Closing Date up to but not including the Revolving Credit Maturity Date upon notice by the Borrower Borrowers to the Administrative Agent given in accordance with §2.6ss.2.6, such sums as are requested by the Borrower Borrowers up to a maximum aggregate amount outstanding (after giving effect to all amounts requested) at any one time equal to such Revolving Credit Lender’s 's Revolving Credit Commitment minus MINUS such Lender's Revolving Credit Lender’s Commitment Percentage of the sum of the Maximum Drawing Amount and all Unpaid Reimbursement ObligationsObligations which have not been repaid with the proceeds of Revolving Credit Loans, provided PROVIDED that the sum of the outstanding aggregate amount of all the Revolving Credit Loans (after giving effect to all amounts requested) plus PLUS the Maximum Drawing Amount and all Unpaid Reimbursement Obligations which have not been repaid with the proceeds of Revolving Credit Loans, shall not at any time exceed the Total Revolving Credit Commitment at such time. The Revolving Credit Loans shall be made pro rata PRO RATA in accordance with each Lender's Revolving Credit Lender’s Commitment Percentage of the Total Revolving Credit CommitmentPercentage. Each request for a Revolving Credit Loan hereunder shall constitute a representation and warranty by the Borrower Borrowers that the conditions set forth in §12 ss.12 and §13ss.13, in the case of the initial Revolving Credit Loans to be made on the Funding Closing Date, and §13ss.13, in the case of all other Revolving Credit Loans, have been satisfied on the date of such request. Notwithstanding anything contained herein to the contrary, (a) for the period commencing on the Closing Date through the date that is seven (7) days from the Closing Date, the aggregate amount of Revolving Credit Loans outstanding plus the Maximum Drawing Amount and all Unpaid Reimbursement Obligations as of the Closing Date shall not exceed $9,000,000 and (b) for the period commencing on the date that is seven (7) days from the Closing Date through the date that is ten (10) days from the Closing Date, the aggregate amount of Revolving Credit Loans outstanding shall not exceed $6,000,000.

Commitment to Lend. Subject to the provisions of 2.4 and the other terms and conditions set forth in this Credit Agreement, each of the Revolving Credit Lenders Banks severally agrees to lend to the Borrower and the Borrower may borrow, repay, and reborrow from each Bank from time to time from between the Funding Closing Date up to but not including and the Revolving Credit Maturity Date upon notice by the Borrower to the Administrative Agent given in accordance with §2.62.4 hereof, such sums as are requested by the Borrower up to a maximum aggregate principal amount outstanding (after giving effect to all amounts requested) at any one time equal to such Revolving Credit Lender’s Revolving Credit Commitment minus such Revolving Credit Lender’s Commitment Percentage of the sum of the Maximum Drawing Amount and all Unpaid Reimbursement Obligations, Bank's Commitment; provided that the sum of the outstanding aggregate amount of all the Revolving Credit Loans (after giving effect to all amounts requested) plus the Maximum Drawing Amount and all Unpaid Reimbursement Obligations shall not at any time exceed the Total Borrowing Base at such time. The Borrower agrees that it shall be an Event of Default if at any time the outstanding Revolving Credit Commitment Loans exceed the Borrowing Base at such time and such excess is not paid to the Agent on behalf of the Banks within thirty (30) days of the Agent's request therefor. The Total Commitment of the Banks shall be automatically reduced pro rata in accordance with each Bank's Commitment Percentage to $35,000,000 on the anniversary of the Closing Date unless prior to such anniversary the outstanding principal balance of the Revolving Credit Loans shall exceed $35,000,000 at any one time. The Revolving Credit Loans shall be made pro rata in accordance with each Revolving Credit Lender’s Bank's Commitment Percentage of the Total Revolving Credit CommitmentPercentage. Each request for a Revolving Credit Loan hereunder made pursuant to 2.4 hereof shall constitute a representation and warranty by the Borrower that the conditions set forth in §12 and §13, in the case 10 have been satisfied as of the initial Revolving Credit Loans to be made on Closing Date and that the Funding Date, and §13, conditions set forth in the case of all other Revolving Credit Loans, 11 have been satisfied on the date of such requestrequest and will be satisfied on the proposed Drawdown Date of the requested Revolving Credit Loan. No Revolving Credit Loan shall be required to be made by any Bank unless all of the conditions contained in 10 have been satisfied as of the Closing Date and that the conditions set forth in 11 have been met at the time of any request for a Revolving Credit Loan.

Commitment to Lend. Subject to the provisions of Section 2.4 and the other terms and conditions set forth in this Credit Agreement, each of the Revolving Credit Lenders Banks severally agrees to lend to the Borrower Borrower, and the Borrower may borrow, repay, and reborrow from each Bank from time to time from between the Funding Closing Date up to but not including and the Revolving Credit Maturity Date upon notice by the Borrower to the Administrative Agent (with copies to the Agent for each Bank) given in accordance with §2.6Section 2.4 hereof, such sums as are requested by the Borrower up to a maximum aggregate principal amount outstanding (after giving effect to all amounts requested) at any one time equal to such Revolving Credit Lender’s Revolving Credit Bank's Commitment minus MINUS an amount equal to such Revolving Credit Lender’s Bank's Commitment Percentage of the sum of MULTIPLIED BY the Maximum Drawing Amount and all Unpaid Reimbursement Obligations, provided Amount; PROVIDED that the sum of the outstanding aggregate amount of all the Revolving Credit Loans (after giving effect to all amounts requested) plus PLUS, without double-counting the Maximum Drawing Amount portion, if any, of any Letter of Credit which is drawn and included in the Revolving Credit Loans, all Unpaid outstanding Reimbursement Obligations shall not at any time exceed the lesser of (i) the Total Revolving Credit Commitment and (ii) the Borrowing Base Availability at such time, and PROVIDED, FURTHER, that at the time the Borrower requests a Revolving Credit Loan and after giving effect to the making thereof: (i) in the case of any borrowing, all of the conditions in Section 13 (and in the case of any initial borrowing, also the conditions in Section 12) have been met at the time of such request, and (ii) there has not occurred and is not continuing (or will not occur by reason of) any Default or Event of Default; it being acknowledged and agreed that the Borrower shall be permitted to request and borrow Loans if a Non-Material Breach (rather than a Default or Event of Default) exists, PROVIDED that in the event that such Non-Material Breach relates to a Real Estate Asset forming part of the Borrowing Base at such time, such Real Estate Asset shall be excluded from the calculation of Borrowing Base Availability for all purposes in the compliance certificate accompanying any Completed Loan Request. The Revolving Credit Loans shall be made pro rata PRO RATA in accordance with each Revolving Credit Lender’s Bank's Commitment Percentage of the Total Revolving Credit CommitmentPercentage. Each request for a Revolving Credit Loan hereunder made pursuant to Section 2.4 hereof shall constitute a representation and warranty by the Borrower that the conditions set forth in §Section 12 and §13, in the case of the initial Revolving Credit Loans to be made on the Funding Date, and §13, in the case of all other Revolving Credit Loans, have been satisfied (except to the extent any such condition has been waived and/or deferred in writing by the Agent and the required number of Banks) as of the Closing Date and that the conditions set forth in Section 13 have been satisfied (except to the extent any such condition has been waived and/or deferred in writing by the Agent and the required number of Banks) on the date of such requestrequest and will be satisfied (except to the extent any such condition has been waived and/or deferred in writing by the Agent and the required number of Banks) on the proposed Drawdown Date of the requested Loan or issuance of Letter of Credit, as the case may be, PROVIDED that the making of such representation and warranty by the Borrower shall not limit the right of any Bank not to lend if such conditions have not been met. No Revolving Credit Loan shall be required to be made by any Bank unless (in connection with the initial Revolving Credit Loan or Letter of Credit) all of the conditions contained in Section 12 have been satisfied (except to the extent any such condition has been waived and/or deferred in writing by the Agent and the required number of Banks) as of the Closing Date and unless all of the conditions set forth in Section 13 have been met at the time of any request for a Revolving Credit Loan (except to the extent any such condition has been waived and/or deferred in writing by the Agent and the required number of Banks).

Commitment to Lend. (a) Subject to the terms and conditions set forth in this Credit Agreement, each of the Revolving Credit Lenders Banks severally agrees to lend to the Borrower Borrowers and the Borrower Borrowers may borrow, repay, and reborrow from time to time from between the Funding Restatement Date up to but not including and the Revolving Credit Maturity Date upon notice by the Borrower Borrowers to the Administrative Agent given in accordance with §2.6Section 2.1(c), such sums as are requested by the Borrower Borrowers up to a maximum aggregate amount outstanding (after giving effect to all amounts requested) at any one time equal to such Revolving Credit Lender’s Revolving Credit Bank's Commitment minus such Revolving Credit Lender’s Bank's Commitment Percentage of the sum of the Maximum Drawing Amount and Amount, all Unpaid Reimbursement ObligationsObligations and the Dollar Equivalent of the aggregate amount of German Outstandings, provided that (i) the sum of the outstanding aggregate amount of all Revolving Credit Loans the Total Outstandings (after giving effect to all amounts requested) plus the Maximum Drawing Amount and all Unpaid Reimbursement Obligations shall not at any time exceed the Total Revolving Credit Commitment and (ii) the sum of (A) the aggregate amount of the Total Outstandings (excluding the German Outstandings) plus (B) the sum of the German Facility Reserves, if any, of each of the German Borrowers, shall not at such time. any time exceed the Borrowing Base. (b) The Revolving Credit Loans shall be made pro rata in accordance with each Revolving Credit Lender’s Commitment Percentage evidenced by separate promissory notes of the Total Revolving Credit CommitmentBorrowers in substantially the form of Exhibit B hereto (each a "Note"), dated as of the Restatement Date and completed with appropriate insertions. One Note shall be payable to the order of each Bank in a principal amount equal to such Bank's Commitment or, if less, the outstanding amount of all Loans made by such Bank, plus interest accrued thereon, as set forth below. Each request for a Revolving Credit of the Borrowers irrevocably authorizes each Bank to make or cause to be made, at or about the time of the Drawdown Date of any Loan hereunder shall constitute a representation and warranty by or at the Borrower that time of receipt of any payment of principal on such Bank's Note, an appropriate notation on such Bank's Record reflecting the conditions set forth in §12 and §13, in making of such Loan or (as the case of may be) the initial Revolving Credit Loans to be made on the Funding Date, and §13, in the case of all other Revolving Credit Loans, have been satisfied on the date receipt of such request.32 -27-

Commitment to Lend. (a) Subject to the terms and conditions set forth in this Credit AgreementSection 10 hereof, each of the Revolving Credit Lenders Banks severally agrees to shall lend to the Borrower Borrower, and the Borrower may borrow, repay, and reborrow from time to time from between the Funding Closing Date up to but not including and the Revolving Credit Maturity Date upon notice by the Borrower to the Administrative Agent given in accordance with §2.6Section 2.7, such sums as are requested by the Borrower up to a maximum aggregate principal amount outstanding (after giving effect to all amounts requested) at any one time equal to such Revolving Credit Lender’s Revolving Credit Commitment minus such Revolving Credit Lender’s Commitment Percentage of the sum of the Maximum Drawing Amount and all Unpaid Reimbursement ObligationsBank's Commitment, provided that the sum of (A) the outstanding aggregate amount of all the Revolving Credit Loans (after giving effect to all amounts requested) plus (B) the Maximum Drawing Amount and all Unpaid Reimbursement Obligations outstanding amount of Competitive Bid Rate Loans shall not at any time exceed the Total Revolving Credit Commitment at such timeCommitment. The Revolving Credit Loans shall be made pro rata in accordance with each Revolving Bank's Commitment Percentage; provided that the failure of any Bank to lend in accordance with this Credit Lender’s Commitment Percentage Agreement shall not release any other Bank or the Administrative Agent from their obligations hereunder, nor shall any Bank have any responsibility or liability in respect of the Total Revolving a failure of any other Bank to lend in accordance with this Credit CommitmentAgreement. Each request for a Revolving Credit Loan and each borrowing hereunder shall constitute a representation and warranty by the Borrower that the conditions set forth in §12 and §13, in the case of the initial Revolving Credit Loans to be made on the Funding Date, and §13, in the case of all other Revolving Credit Loans, Section 10 have been satisfied on the date of such request. (b) In the event that, at any time when the conditions precedent for any Loan have been satisfied, a Bank or the Administrative Agent, as the case may be, fails or refuses to fund its portion of such Loan, then, until such time as such Bank or the Administrative Agent, as the case may be, has funded its portion of such Loan, or all of the other Banks and/or the Administrative Agent, as the case may be, have received payment in full of the principal and interest due in respect of such Loan, such non-funding Bank or Administrative Agent, as the case may be, shall not have the right to receive payment of any principal, interest or fees from the Borrower in respect of its Loans.

Commitment to Lend. (a) Subject to the terms and conditions set forth in this Credit AgreementSection 11 hereof, each of the Revolving Credit Lenders Banks severally agrees to shall lend to the Borrower Borrower, and the Borrower may borrow, repay, and reborrow from time to time from between the Funding Closing Date up to but not including and the Revolving Credit Maturity Date upon notice by the Borrower to the Administrative Agent given in accordance with §2.6Section 2.7, such sums as are requested by the Borrower up to a maximum aggregate principal amount outstanding (after giving effect to all amounts requested) at any one time equal to such Revolving Credit Lender’s Revolving Credit Bank's Commitment minus (i) in the case of each of the Co-Agents acting in their capacity as a Bank, the principal amount of any outstanding Swing Loans made by such Revolving Credit Lender’s Co-Agent, and (ii) such Bank's Commitment Percentage of the sum of the Maximum Drawing Amount and all Unpaid Reimbursement Obligations, provided that the sum of (A) the outstanding aggregate amount of all the Revolving Credit Loans (after giving effect to all amounts requested) plus (B) the principal amount of outstanding Swing Loans plus (C) the Maximum Drawing Amount and plus (D) all Unpaid Reimbursement Obligations plus (E) the outstanding amount of Competitive Bid Rate Loans shall not at any time exceed the Total Revolving Credit Commitment at such timeCommitment. The Revolving Credit Loans shall be made pro rata in accordance with each Revolving Bank's Commitment Percentage; provided that the failure of any Bank to lend in accordance with this Credit Lender’s Commitment Percentage Agreement shall not release any other Bank or the Administrative Agent from their obligations hereunder, nor shall any Bank have any responsibility or liability in respect of the Total Revolving a failure of any other Bank to lend in accordance with this Credit CommitmentAgreement. Each request for a Revolving Credit Loan and each borrowing hereunder shall constitute a representation and warranty by the Borrower that the conditions set forth in §12 and §13, in the case of the initial Revolving Credit Loans to be made on the Funding Date, and §13, in the case of all other Revolving Credit Loans, Section 11 have been satisfied on the date of such request. (b) In the event that, at any time when the conditions precedent for any Loan have been satisfied, a Bank or the Administrative Agent, as the case may be, fails or refuses to fund its portion of such Loan, then, until such time as such Bank or the Administrative Agent, as the case may be, has funded its portion of such Loan, or all of the other Banks and/or the Administrative Agent, as the case may be, have received payment in full of the principal and interest due in respect of such Loan, such non- funding Bank or Administrative Agent, as the case may be, shall not have the right to receive payment of any principal, interest or fees from the Borrower in respect of its Loans.

Commitment to Lend. Subject to Each Lender severally agrees, on the terms and ------------------ conditions hereinafter set forth in this Credit Agreementforth, each of the Revolving Credit Lenders severally agrees to lend make Multicurrency Loans to the Borrower and the Borrower may borrow, repay, and reborrow Borrowers from time to time on any Eurocurrency Business Day during the period from the Funding Effective Date up to but not including until the Revolving Credit Maturity Date upon notice by the Borrower to the Administrative Agent given in accordance with §2.6, such sums as are an aggregate amount requested by the Borrower up Borrowers not to a maximum exceed at any time outstanding the amount of such Lender's Commitment Percentage of the Multicurrency Commitment or Dollar Equivalent thereof in one or more Optional Currencies. in no event shall (i) the aggregate principal outstanding balance of all Multicurrency Loans plus the aggregate ---- amount outstanding (after giving effect to of all amounts requested) Foreign Guaranties exceed at any one time equal $30,000,000 Dollar Equivalent, (ii) any Lender be obligated to fund or maintain Multicurrency Loans in excess of such Revolving Credit Lender’s Revolving Credit Commitment minus such Revolving Credit Lender’s 's Commitment Percentage of Multicurrency Commitment or (iii) the sum of the Maximum Drawing Amount and all Unpaid Reimbursement Obligations, provided that the sum of the aggregate principal outstanding aggregate amount balance of all Revolving Credit Loans (after giving effect to all amounts requested) plus the Maximum Drawing Amount exceed at any one time the Total Commitment (calculating the Multicurrency Loans at their Dollar Equivalent). The Borrowers may borrow, prepay pursuant to (S)5.20 and all Unpaid Reimbursement Obligations reborrow under this (S) 4.1. The failure of any Lender to make the Multicurrency Loan to be made by it on any Drawdown Date shall not at relieve any time exceed the Total Revolving Credit Commitment at such time. The Revolving Credit Loans other Lender of its obligation, if any, hereunder to make its Multicurrency Loan, but no Lender shall be made pro rata in accordance with each Revolving Credit Lender’s Commitment Percentage responsible for the failure of any other Lender to make the Total Revolving Credit Commitment. Each request for a Revolving Credit Loan hereunder shall constitute a representation and warranty by the Borrower that the conditions set forth in §12 and §13, in the case of the initial Revolving Credit Multicurrency Loans to be made by such other Lender on the Funding such Drawdown Date, and §13, in the case of all other Revolving Credit Loans, have been satisfied on the date of such request.

Commitment to Lend. Subject to all the terms and conditions of this Agreement, and in reliance on the representations, warranties and covenants of Borrower set forth in this Credit Agreement, each of the Revolving Credit Lenders severally Lender agrees to lend make loans or advances of funds to Borrower during the Credit Period on a revolving basis (such loans being collectively hereinafter referred to as 'LOANS' and each individually as a 'LOAN'), in an aggregate cumulative total principal amount not to exceed one million Dollars (US $1,000,000). Lender's obligation to make Loans to Borrower under this Agreement is hereinafter referred to as the 'COMMITMENT.' Notwithstanding the foregoing, Lender will not be obligated to make a Loan to Borrower unless and until Borrower executes and delivers to Lender a Note (as defined in Section 2.2) for the principal amount of such Loan. In addition, Lender will not be obligated to advance any Loan to Borrower on or after the Maturity Date, and Lender's obligation to advance any Loan to Borrower is subject to satisfaction of all relevant terms and conditions of this Agreement, including but not limited to the Borrower conditions precedent and the Borrower may borrow, repay, and reborrow from time to time from the Funding Date up to but not including the Revolving Credit Maturity Date upon notice by the Borrower other provisions of Sections 5 (with respect to the Administrative Agent given in accordance initial Loan) and 6 (with §2.6respect to each Loan). Notwithstanding the foregoing, such sums as are requested by the Lender will not be obligated to make a Loan to Borrower up to unless and until a maximum aggregate amount outstanding (after giving effect to all amounts requested) at any one time equal to such Revolving Credit Lender’s Revolving Credit Commitment minus such Revolving Credit Lender’s Commitment Percentage Borrower first gives Lender written notice of the sum of the Maximum Drawing Amount and all Unpaid Reimbursement Obligations, provided that the sum of the outstanding aggregate amount of all Revolving Credit Loans (after giving effect to all amounts requested) plus the Maximum Drawing Amount and all Unpaid Reimbursement Obligations shall not at any time exceed the Total Revolving Credit Commitment at such time. The Revolving Credit Loans shall be made pro rata in accordance with each Revolving Credit Lender’s Commitment Percentage of the Total Revolving Credit Commitment. Each Borrower's request for a Revolving Credit Loan hereunder that sets forth the principal amount to the borrowed by Borrower under such requested Loan (a 'LOAN NOTICE) and the date on which such Loan is requested to be advanced, which date shall constitute a representation and warranty by the not be sooner than two (2) Business Days following Lender's receipt of such Loan Notice. In addition, Lender will not be obligated to advance any Loan to or on behalf of Borrower that the conditions except as set forth in §12 and §13, in the case of the initial Revolving Credit Loans to be made on the Funding Date, and §13, in the case of all other Revolving Credit Loans, have been satisfied on the date of such requestMaster Agreement.

Commitment to Lend. (a) Upon the terms and subject to the conditions of this Agreement, and provided that no Default or Event of Default shall have occurred and be continuing, the Lender agrees to make to the Borrower, a Loan in the amount of the Commitment, provided, however, that the outstanding principal amount of the Loan shall not exceed twenty-two percent (22%) of the aggregate amount of the Acquisition Costs. (b) The Borrower shall notify the Lender in writing, not later than 11:00 a.m. New York time, on the Drawdown Date of the amount of the Loan being requested (a "Loan Request"), which Loan Request shall include: (i) the principal amount of the Loan requested, and (ii) all instructions necessary to allow the deposit on the Drawdown Date of the Loan proceeds to the Borrower's account or to such account as the Borrower may direct. Subject to the terms and Borrower's compliance with this Section 2.1, so long as the applicable conditions set forth in this Credit AgreementAgreement under Section 6 hereof have been met, each the Lender shall advance the amount specified in the Loan Request to the account specified in the Loan Request, in immediately available funds, not later than the close of business on the Drawdown Date. (c) The obligation of the Revolving Credit Lenders severally agrees Borrower to lend repay to the Borrower Lender the principal amount of the Loan so requested, plus interest accrued thereon, shall be evidenced by a promissory note in the form of Exhibit C hereto (hereinafter referred to as the "Note"), dated the Drawdown Date by the Borrower, in an original principal amount equal to the amount of the Commitment, such Note to be executed and the Borrower may borrow, repay, and reborrow from time to time from the Funding Date up to but not including the Revolving Credit Maturity Date upon notice delivered by the Borrower to the Administrative Agent given Lender or its registered assigns, in form and substance satisfactory to the Lender. Upon execution and delivery thereof, the Borrower shall inscribe in the Note the principal amount of the Note, where contemplated. The Note shall be delivered by the Borrower to the Lender at the time of and with the Loan Request of the Borrower. The Borrower shall deliver therewith all fully-executed Security Documents required pursuant to Section 3. The Borrower hereby authorizes the Lender, or its duly authorized agent, to endorse on the grid attached as Schedule A to the Note an appropriate notation evidencing the amount of each advance to the Borrower, which, in the absence of manifest error, shall be conclusive as to the outstanding principal amount of the Loan; provided, however, that the failure to make such notation shall not limit or otherwise affect the obligation of the Borrower to the Lender under this Agreement or the Note. (d) Upon receipt by the Borrower of evidence satisfactory to it of the loss, theft, destruction or mutilation of the Note, and (in case of loss, theft or destruction) of indemnity reasonably satisfactory to it, and upon surrender and cancellation of such Note, if mutilated, the Borrower, upon reimbursement to it of all reasonable expenses incidental thereto, shall make and deliver to the Lender a new Note, of like tenor, in lieu of such Note. Any Note made and delivered in accordance with §2.6, such sums the provisions of this Section 2.1 shall be dated as are requested by the Borrower up to a maximum aggregate amount outstanding (after giving effect to all amounts requested) at any one time equal to such Revolving Credit Lender’s Revolving Credit Commitment minus such Revolving Credit Lender’s Commitment Percentage of the sum of the Maximum Drawing Amount and all Unpaid Reimbursement Obligations, provided that the sum of the outstanding aggregate amount of all Revolving Credit Loans (after giving effect date to all amounts requested) plus the Maximum Drawing Amount and all Unpaid Reimbursement Obligations shall not at any time exceed the Total Revolving Credit Commitment at such time. The Revolving Credit Loans shall be made pro rata in accordance with each Revolving Credit Lender’s Commitment Percentage of the Total Revolving Credit Commitment. Each request for a Revolving Credit Loan hereunder shall constitute a representation and warranty by the Borrower that the conditions set forth in §12 and §13, in the case of the initial Revolving Credit Loans to be made which interest has been paid on the Funding Date, and §13, in the case of all other Revolving Credit Loans, have been satisfied on the date of such requestNote so replaced.

Commitment to Lend. Subject to the provisions of ss.2.4 and the other terms and conditions set forth in this Credit Agreement, each of the Revolving Credit Lenders Banks severally agrees to lend to the Borrower and the Borrower may borrow, repay, and reborrow from each Bank from time to time from between the Funding Closing Date up to but not including and the Revolving Credit Maturity Date upon notice by the Borrower to the Administrative Agent given in accordance with §2.6ss.2.4 hereof, such sums as are requested by the Borrower up to a maximum aggregate principal amount outstanding (after giving effect to all amounts requested) at any one time equal to such Revolving Credit Lender’s Revolving Credit Bank's Commitment minus such Revolving Credit Lender’s Bank's Commitment Percentage of the sum of the Maximum Drawing Amount and all Unpaid Reimbursement Obligations, ; provided that the sum of the outstanding aggregate amount of all the Revolving Credit Loans (after giving effect to all amounts requested) plus the Maximum Drawing Amount and all Unpaid Reimbursement Obligations shall not at any time exceed the Total Revolving Credit Commitment Borrowing Base at such time. The Borrower agrees that it shall be an Event of Default if at any time the outstanding Revolving Credit Loans plus the Maximum Drawing Amount and all Unpaid Reimbursement Obligations exceed the Borrowing Base at such time and such excess is not paid to the Agent on behalf of the Banks within thirty (30) days of the Agent's request therefor. The Revolving Credit Loans shall be made pro rata in accordance with each Revolving Credit Lender’s Bank's Commitment Percentage of the Total Revolving Credit CommitmentPercentage. Each request for a Revolving Credit Loan hereunder made pursuant to ss.2.4 hereof shall constitute a representation and warranty by the Borrower that the conditions set forth in §12 and §13, in the case ss.10 have been satisfied as of the initial Revolving Credit Loans to be made on Closing Date and that the Funding Date, and §13, conditions set forth in the case of all other Revolving Credit Loans, ss.11 have been satisfied on the date of such requestrequest and will be satisfied on the proposed Drawdown Date of the requested Revolving Credit Loan. No Revolving Credit Loan shall be required to be made by any Bank unless all of the conditions contained in ss.10 have been satisfied as of the Closing Date and that the conditions set forth in ss.11 have been met at the time of any request for a Revolving Credit Loan.

Commitment to Lend. Subject to the terms and conditions set forth in this Credit Agreement, each of the Revolving Credit Lenders Banks severally agrees to lend to the Borrower and the Borrower may borrow, repay, and reborrow from time to time from between the Funding Date up to but not including date of this Credit Agreement and the Revolving Credit Maturity Date upon notice by the Borrower to the Administrative Agent given in accordance with §2.6, Section 2.5 such sums as are may be requested by the Borrower up to a maximum aggregate principal amount outstanding (after giving effect to all amounts Loans then being requested) at any one time equal to such Revolving Credit Lender’s Revolving Credit Bank's Commitment minus such Revolving Credit Lender’s Bank's Commitment Percentage of the sum of the Maximum Drawing Amount and all Unpaid Reimbursement Obligations; PROVIDED THAT (i) subject to Section 2.7 hereof, provided that such borrowings up to a maximum aggregate principal amount outstanding (after giving effect to all Loans then being requested) at any one time equal to a Dollar Equivalent of $100,000,000 may be requested by the Borrower to be made in Euros, (ii) all other borrowings shall be in Dollars, and (iii) the sum of the Dollar Equivalent of the outstanding aggregate amount of all Revolving Credit the Loans (after giving effect to all amounts Loans then being requested) plus the Maximum Drawing Amount and plus all Unpaid Reimbursement Obligations shall not at any time exceed the Total Revolving Credit Commitment at such timeCommitment. The Revolving Credit Loans shall be made pro rata PRO RATA in accordance with each Revolving Credit Lender’s Bank's Commitment Percentage of the Total Revolving Credit CommitmentPercentage. Each request for a Revolving Credit Loan hereunder shall constitute a representation and warranty by the Borrower that the conditions set forth in §12 Section 8 and §13Section 9, in the case of the initial Revolving Credit Loans to be made on the Funding Closing Date, and §13Section 9, in the case of all other Revolving Credit Loans, have been satisfied on the date of such request. Each Base Rate Loan shall be denominated in Dollars, and each Eurocurrency Rate Loan shall be denominated in Dollars or, subject to Section 2.7 hereof, in Euros.

Commitment to Lend. Subject (a) Each Committed Lender severally agrees, subject to the Agent’s determination that the terms and conditions of Sections 2.02 and 4.03 applicable to any Funding Date have been (i) satisfied or, (ii) solely to the extent permitted by the last sentence of this clause (a) temporarily waived by the Agent, which waiver shall last for a period of no longer than 5 Business Days, or, (iii) in all other cases, waived by the Agent and all of the Lenders, and on the other terms and conditions set forth in this Credit Agreement, each of the Revolving Credit Lenders severally agrees to lend make Loans to the Borrower and the Borrower may borrow, repay, and reborrow from time pursuant to time from the this Section 2.01 on each Funding Date up during the Availability Period in order to but not including fund the Revolving Credit Maturity Date upon notice acquisition of Railcars and related Leases by the Borrower on such Funding Date. The Loans advanced on any Funding Date with respect to any Railcars and related Leases shall not: (i) in the case of any Committed Lender, exceed (after giving effect to all Loans of such Committed Lender and any Conduit Lender designated by such Committed Lender repaid concurrently with the making of such Loans) its Available Commitment; (ii) exceed the lesser of (A) the Unused Commitment Amount and (B) the product of the applicable Advance Rate multiplied by the aggregate Fair Market Value of all Eligible Railcars included in such Railcars; or (iii) when added to the Administrative Agent given in accordance with §2.6, such sums as are requested by the Borrower up to a maximum aggregate amount of the Loans then outstanding (after giving effect to all amounts requestedLoans repaid concurrently with the making of such Loans), exceed the lesser of (A) at any one time equal to such Revolving Credit Lender’s Revolving Credit the Commitment minus such Revolving Credit Lender’s Commitment Percentage of the sum of the Maximum Drawing Amount and all Unpaid Reimbursement Obligations, provided that (B) the sum of the outstanding aggregate amount of all Revolving Credit Loans Borrowing Base (after giving effect to all amounts requested) plus the Maximum Drawing Amount and all Unpaid Reimbursement Obligations shall not at addition to and/or removal of the respective Fair Market Values of any time exceed Eligible Railcars to be added to or removed from the Total Revolving Credit Commitment at Portfolio on such timeFunding Date). The Revolving Credit Loans Each Borrowing shall be made pro rata in accordance with each Revolving Credit Lender’s Commitment Percentage a minimum aggregate principal amount of the Total Revolving Credit Commitment. Each request for a Revolving Credit Loan hereunder shall constitute a representation and warranty by the Borrower that the conditions set forth in §12 and §13$5,000,000, in the case of the initial Revolving Credit Loans to be made on the Funding Datefirst Borrowing hereunder, and §13or $1,000,000, in the case of subsequent Borrowings, and shall be made from the several Committed Lenders ratably in proportion to their respective Commitments. The Lenders have no obligation to make any Loan hereunder except as expressly set forth in this Agreement. Within the foregoing limits, the Borrower may borrow under this Section 2.01, repay, or, to the extent permitted by Section 2.07, prepay, Loans and reborrow under this Section 2.01. In connection with the transactions on any Funding Date, the Agent may in its sole discretion grant the Borrower a temporary waiver for a specified period of time (which, for the avoidance of doubt, shall last for a period of no longer than 5 Business Days) to perform its obligations under clauses (i) or (ii) of the penultimate sentence of clause (c) of Section 2.02 and to fulfill the conditions set forth in Section 4.03 (other than clauses (a), (b), (c), (d), (f), (g), (m), or (n) thereof). (b) Notwithstanding any other provision of this Agreement which requires Borrowings to be made from the Committed Lenders (or from their related Conduit Lenders) ratably in proportion to the respective Commitments of such Committed Lenders, or which requires payments of principal and interest on the Loans to be made and allocated, or Loans to be continued or converted, based on Commitment Percentages rather than outstanding principal amounts: (i) if, as a result of any increase in a Committed Lender’s Commitment, its Commitment Percentage is greater than the percentage which the Loans of such Committed Lender and its related Conduit Lenders constitutes of the aggregate outstanding Loans of all other Revolving Credit Lenders, then any further Borrowing will be made from such Committed Lender and its related Conduit Lenders on a non-pro-rata basis until their outstanding Loans constitute the same percentage of all the outstanding Loans as such Committed Lender’s Commitment Percentage, (ii) payments of principal and interest on the Loans will be made to the Lenders according to the respective outstanding principal amounts of such Loans, have been satisfied on and (iii) outstanding Loans will be continued and converted according to their outstanding principal amounts rather than the date Committed Percentages of such requestthe applicable Lenders.

Commitment to Lend. Subject to (a) Each Lender severally agrees, on the terms and conditions set forth in this Credit Agreementherein, each to make its Pro Rata Share of the Revolving Credit Lenders severally agrees to lend Loans (other than Swing Line Loans) to the Borrower and the Borrower may borrow, repay, and reborrow from time to time from before the Funding Date up Termination Date, provided that, immediately after each such Loan is made, (i) with respect to but each Lender individually, the aggregate outstanding principal amount of such Loans made or attributable to such Lender shall not including exceed such Lender's Commitment, and (ii) with respect to the Revolving Credit Maturity Date upon notice by Lenders collectively, the aggregate outstanding principal amount of all such Loans shall not exceed the Lenders' aggregate Commitment. (b) The Swing Line Bank agrees, on the terms and conditions set forth herein, to make Swing Line Loans to the Borrower from time to time before the Administrative Agent given in accordance with §2.6, such sums as are requested by the Borrower up to a maximum aggregate amount outstanding (after giving effect to all amounts requested) at any one time equal to such Revolving Credit Lender’s Revolving Credit Commitment minus such Revolving Credit Lender’s Commitment Percentage of the sum of the Maximum Drawing Amount and all Unpaid Reimbursement ObligationsTermination Date, provided that the sum of that, immediately after each such Swing Line Loan is made, (i) the outstanding aggregate principal amount of the Swing Line Loans shall not exceed the Swing Line Commitment, (ii) with respect to each Lender individually, the aggregate outstanding principal amount of all Revolving Credit Loans (after giving effect attributable to all amounts requested) plus the Maximum Drawing Amount and all Unpaid Reimbursement Obligations such Lender shall not exceed such Lender's Commitment, and (iii) with respect to the Lenders collectively, the aggregate outstanding principal amount of all Loans shall not exceed the Lenders' aggregate Commitment. (c) Within the foregoing limits, the Borrower may borrow under this Section, repay or, to the extent permitted by Section 2.10, prepay Loans and reborrow under this Section at any time exceed before the Total Revolving Credit Commitment at such time. The Revolving Credit Loans shall be made pro rata in accordance with each Revolving Credit Lender’s Commitment Percentage of the Total Revolving Credit Commitment. Each request for a Revolving Credit Loan hereunder shall constitute a representation and warranty by the Borrower that the conditions set forth in §12 and §13, in the case of the initial Revolving Credit Loans to be made on the Funding Termination Date, and §13, in the case of all other Revolving Credit Loans, have been satisfied on the date of such request.

Commitment to Lend. Subject to (a) Each of the Banks severally agrees on the terms and subject to the conditions herein set forth that from the date hereof to the Termination Date, it will loan money to the Company in this Credit Agreement, each an amount up to the amount of the Bank's Commitment for the term and on the other terms and conditions provided for herein; provided, however, that a Bank shall not be required to make any Revolving Credit Lenders severally agrees to lend to Loan which would result in the Borrower and the Borrower may borrow, repay, and reborrow from time to time from the Funding Date up to but not including the Revolving Credit Maturity Date upon notice by the Borrower to the Administrative Agent given in accordance with §2.6, such sums as are requested by the Borrower up to a maximum aggregate amount outstanding (after giving effect to all amounts requested) at any one time equal to such Revolving Credit Lender’s Revolving Credit Commitment minus such Revolving Credit Lender’s Commitment Percentage of the sum of the Maximum Drawing Amount and all Unpaid Reimbursement Obligations, provided that the sum of the outstanding aggregate amount of its Revolving Loans plus its Applicable Percentage of all Revolving Credit outstanding Swingline Loans (after giving effect to exceeding its Commitment. The aggregate of all amounts requested) plus the Maximum Drawing Amount and all Unpaid Reimbursement Obligations Commitments shall not at any time exceed $600 million, except as provided in Section 3.02(c) below. Each borrowing of Revolving Loans made by the Total Revolving Credit Commitment at such time. The Revolving Credit Loans Company pursuant to this Agreement which bears interest based upon Base Rate or LIBOR shall be made pro rata in accordance with each Revolving Credit Lender’s Commitment Percentage an aggregate amount of $10.0 million (except the Total Revolving Credit Commitment. Each request for a Revolving Credit Loan hereunder amount shall constitute a representation and warranty by the Borrower that the conditions set forth in §12 and §13, be at least $50.0 million in the case of the initial Revolving Credit Loans to one week LIBOR Loans) or an integral multiple of $2.5 million in excess thereof and shall be made from the several Banks ratably in proportion to their respective Commitments. (b) Each of the Swingline Banks severally agrees on the Funding terms and subject to the conditions herein set forth, that from the date hereof to the Termination Date, it will loan money to the Company in an amount up to the amount of its Swingline Commitment, for the term, and §13on the other terms and conditions provided for herein. Such Swingline Loans, in when aggregated with the case Swingline Bank's Revolving Loans, may exceed the Swingline Bank's Commitment; provided that at no time shall (a) the sum of all other Revolving Credit Loans, have been satisfied on Loans exceed the date of such request.combined Commitments; or

Commitment to Lend. Subject to the terms and conditions set forth in this Credit Agreement, each of the Revolving Credit Lenders Banks severally agrees to lend to the Borrower Borrowers and the Borrower Borrowers may borrow, repay, and reborrow from time to time from between the Funding Effective Date up to but not including and the Revolving Credit Maturity Date upon notice by the Borrower Borrowers to the Administrative Agent given in accordance with §2.6/section/2.6, such sums as are requested by the Borrower Borrowers up to a maximum aggregate amount outstanding (after giving effect to all amounts requested) at any one time equal to such Revolving Credit Lender’s Revolving Credit Bank's Commitment minus or, if Bank of Boston Connecticut elects, in its sole discretion, to fund any Loan pursuant to the terms of /section/2.9 hereof, no later than 12:00 noon (Hartford, Connecticut time) on the proposed Drawdown Date of such Revolving Credit Lender’s Commitment Percentage of the sum of the Maximum Drawing Amount and all Unpaid Reimbursement Obligations, provided Loan; PROVIDED that the sum of the outstanding aggregate amount of all Revolving Credit Loans (after giving effect to all amounts requested) plus the Maximum Drawing Amount and all Unpaid Reimbursement Obligations shall not at any time exceed at the lesser of (i) the Total Revolving Credit Commitment at such timeand (ii) the Borrowing Base. The Revolving Credit Loans shall be made pro rata PRO RATA in accordance with each Revolving Credit Lender’s Bank's Commitment Percentage of the Total Revolving Credit CommitmentPercentage. Each request for a Revolving Credit Loan hereunder shall constitute a representation and warranty by the Borrower Borrowers that the conditions set forth in §12 /section/10 and §13/section/11, in the case of the initial Revolving Credit Loans to be made on the Funding Effective Date, /section//section/10A and §1311 in the case of a Loan which is an Acquisition Credit Loan, and /section/11 in the case of all other Revolving Credit Loans, have been satisfied on the date of such request.

Commitment to Lend. Subject to the terms and conditions set forth in this Credit Agreement, each amount of the such Lender's outstanding Revolving Credit Lenders severally agrees Loans, minus the ----- amount by which the Swing Line Loans outstanding at such time shall be deemed to lend have used such Lender's Revolving Commitment pursuant to (S)2.10 hereof, minus (without duplication) the Borrower and the Borrower may borrow, repay, and reborrow from time to time from the Funding Date up to but not including the sum of such Lender's Revolving Credit Maturity Date upon notice by the Borrower to the Administrative Agent given in accordance with §2.6, such sums as are requested by the Borrower up to a maximum aggregate amount outstanding (after giving effect to all amounts requested) at any one time equal to such Revolving Credit Lender’s Revolving Credit Commitment minus such Revolving Credit Lender’s ----- Commitment Percentage of the sum of the Maximum Drawing Amount of all outstanding Letters of Credit and all the Unpaid Reimbursement ObligationsObligations owing to such Lender, provided that (a) the sum of the outstanding aggregate amount of all the -------- Revolving Credit Loans (after giving effect to all amounts requested) plus ---- the outstanding amount of the Swing Line Loans plus the Maximum Drawing ---- Amount and all Unpaid Reimbursement Obligations with respect to all Letters of Credit shall not at any time exceed the Total Revolving Commitment, and (b) at all times the outstanding aggregate principal amount of all Revolving Credit Loans made by each Lender shall equal such Lender's Revolving Commitment at such timePercentage of the outstanding aggregate principal amount of all Revolving Credit Loans made pursuant to (S)2 hereof. The Revolving Credit Loans shall be made pro rata in accordance with each --- ---- Lender's Revolving Credit Lender’s Commitment Percentage of the Total Revolving Credit CommitmentPercentage. Each request for a Revolving Credit Loan hereunder shall constitute a representation and warranty by the Borrower Company that the conditions set forth in §12 (S)12 and §13(S)13, in the case of the initial Revolving Credit Loans to be made on the Funding Closing Date, and §13(S)13, in the case of all other Revolving Credit Loans, have been satisfied on the date of such request.

Commitment to Lend. Subject to the provisions of ss.2.6 and the other terms and conditions set forth in this Credit Agreement, each of the Revolving Credit Lenders Banks severally agrees to lend to the Borrower and the Borrower may borrow, repay, and reborrow from each Bank from time to time from between the Funding Closing Date up to but not including and the Revolving Credit Maturity Date upon notice by the Borrower to the Administrative Agent (with copies for each Bank) given in accordance with §2.6ss.2.6 hereof, such sums as are requested by the Borrower up to a maximum aggregate principal amount outstanding (after giving effect to all amounts requested) at any one time equal to such Revolving Credit Lender’s Revolving Credit Bank's Commitment minus such Revolving Credit Lender’s Bank's Commitment Percentage of the sum of the Maximum Drawing Amount and all Unpaid Reimbursement Obligations, Amount; provided that the sum of the outstanding aggregate amount of all the Revolving Credit Loans (after giving effect to all amounts requested) plus the Maximum Drawing Amount and all Unpaid Reimbursement Obligations shall not at any time exceed the Total Revolving Credit Commitment in effect at such time. The Revolving Credit Loans shall be made pro rata in accordance with each Revolving Credit Lender’s Bank's Commitment Percentage of the Total Revolving Credit CommitmentPercentage. Each request for a Revolving Credit Loan hereunder made pursuant to ss.2.6 hereof shall constitute a representation and warranty by the Borrower that the conditions set forth in §12 and §13, in the case ss.11 have been satisfied as of the initial Revolving Credit Loans Closing Date (to the extent such conditions have not been waived in writing by the Banks and/or deferred in writing to be made on a condition to the Funding Date, initial advance) and §13, that the conditions set forth in the case of all other Revolving Credit Loans, ss.12 have been satisfied on the date of such requestrequest and will be satisfied on the proposed Drawdown Date of the requested Loan, provided that the making of such representation and warranty by the Borrower shall not limit the right of any Bank not to lend if such conditions have not been met. No Revolving Credit Loan shall be required to be made by any Bank unless all of the conditions contained in ss.11 have been satisfied as of the Closing Date (to the extent such conditions have not been waived in writing by the Banks and/or deferred in writing to be a condition to the initial advance) and that the conditions set forth in ss.12 have been met at the time of any request for a Revolving Credit Loan.

Commitment to Lend. Subject to Each Lender severally agrees that it will, during the Revolving Credit Period, on the terms and conditions set forth in this Credit Agreement, lend to DART, from time to time, amounts up to, but not to exceed, an aggregate principal amount at any one time outstanding equal to its Commitment. Subject to the terms and provisions of this Agreement, including without limitation Article III hereof, each Loan by a Lender under this Section shall be made in its Lender’s Percentage of such amount as may be requested by an Authorized Officer or the Issuing and Paying Agent pursuant to a Notice of Loan submitted to such Lender. The amount requested in a Notice of Loan to be used to pay the principal of Eligible Notes at maturity shall not exceed the lesser of (i) an amount equal to the principal of Eligible Notes maturing on the date such amount is requested to be advanced less the proceeds from the sale of Commercial Paper Notes issued on such date and (ii) the Aggregate Available Principal Component. The amount requested in a Notice of Loan to be used to pay interest accrued on Eligible Notes at maturity shall not exceed the lesser of (A) an amount equal to interest accrued on Eligible Notes to be repaid with the portion of such Loan described in clause (a)(i) of this Section and (B) the Aggregate Available Interest Component. Amounts may not be requested hereunder for any purpose other than the payment of the Revolving Credit Lenders severally agrees to lend to the Borrower principal of and the Borrower interest on Eligible Notes at maturity. DART may borrowborrow under this Section, repayprepay under Section 2.07, and reborrow under this Section at any time and from time to time from the Funding Date up to but not including during the Revolving Credit Maturity Date upon notice by the Borrower to the Administrative Agent given in accordance with §2.6, such sums as are requested by the Borrower up to a maximum aggregate amount outstanding (after giving effect to all amounts requested) at any one time equal to such Revolving Credit Lender’s Revolving Credit Commitment minus such Revolving Credit Lender’s Commitment Percentage of the sum of the Maximum Drawing Amount and all Unpaid Reimbursement Obligations, provided that the sum of the outstanding aggregate amount of all Revolving Credit Loans (after giving effect to all amounts requested) plus the Maximum Drawing Amount and all Unpaid Reimbursement Obligations shall not at any time exceed the Total Revolving Credit Commitment at such time. The Revolving Credit Loans shall be made pro rata in accordance with each Revolving Credit Lender’s Commitment Percentage of the Total Revolving Credit Commitment. Each request for a Revolving Credit Loan hereunder shall constitute a representation and warranty by the Borrower that the conditions set forth in §12 and §13, in the case of the initial Revolving Credit Loans to be made on the Funding Date, and §13, in the case of all other Revolving Credit Loans, have been satisfied on the date of such requestPeriod.

Commitment to Lend. Subject to the terms and conditions set forth in this Credit Agreement, each of the Revolving Credit Applicable Lenders severally agrees (a) on the Closing Date, to convert letters of credit outstanding under the Existing Credit Agreement, if any, to Letters of Credit under this Credit Agreement and (b) to lend (i) to the Domestic Borrowers in Dollars, (ii) to the European Borrower in Euro, (iii) to the Canadian Borrowers in Canadian Dollars and/or (iv) to the Australian Borrower in Australian Dollars, and the such Borrower may borrow, repay, and reborrow from time to time from between the Funding Closing Date up to but not including and the Revolving Credit Maturity Date upon notice by the such Borrower to the Administrative Applicable Agent given in accordance with §2.6, such sums as are requested by the such Borrower up to a maximum aggregate principal amount outstanding (after giving effect to all amounts requested) at any one time equal to such Revolving Credit Lender’s Revolving Credit Commitment Commitment, minus the amount of such Revolving Credit Lender’s Commitment Percentage of the sum Letter of the Maximum Drawing Amount and all Unpaid Reimbursement ObligationsCredit Obligations in respect of such Borrower; provided, provided (A) that the sum of the outstanding aggregate amount of all Revolving Credit Loans Total Domestic Revolver Exposure (after giving effect to all amounts requested) plus the Maximum Drawing Amount and all Unpaid Reimbursement Obligations shall does not at any time exceed the Aggregate Domestic Revolving Loan Commitments, (B) the Total European Exposure (after giving effect to all amounts requested) does not exceed the Aggregate European Commitments, (C) the Total Canadian Revolver Exposure (after giving effect to all amounts requested) does not exceed the Aggregate Canadian Revolving Credit Commitment at such timeLoan Commitments, and (D) the Total Australian Revolver Exposure (after giving effect to all amounts requested) does not exceed the Aggregate Australian Revolving Loan Commitments. The Revolving Credit Loans under this §2.1 shall be made pro rata in accordance with each Revolving Credit Lender’s Commitment Percentage of Percentage. Subject to §2.10, the Total Domestic Revolving Credit CommitmentLoan Commitments, the Australian Revolving Loan Commitments, the Canadian Revolving Loan Commitments and the European Commitments shall only be available to the Domestic Borrowers, the Australian Borrower, the Canadian Borrower and the European Borrower, respectively, and if unused by such Borrower, will not be available to any other Borrower. Each request for a Revolving Credit Loan hereunder shall constitute a representation and warranty by the Applicable Borrower that the conditions set forth in §12 and §1313 hereof, in the case of the initial Revolving Credit Loans to be made on the Funding Closing Date, and §1313 hereof, in the case of all other Revolving Credit Loans, have been satisfied on the date of such request.

Commitment to Lend. Subject to the terms and conditions set forth in this Credit Agreement, each of the Revolving Credit Lenders Banks severally agrees to lend to the Borrower and the Borrower may borrow, repay, and reborrow from time to time from between the Funding Closing Date up to but not including and the Revolving Credit Maturity Date upon notice by the Borrower to the Administrative Agent given in accordance with §2.6sec.2.6, such sums as are requested by the Borrower up to a maximum aggregate amount outstanding (after giving effect to all amounts requested) at any one time equal to such Revolving Credit Lender’s Revolving Credit Bank's Commitment minus MINUS such Revolving Credit Lender’s Bank's Commitment Percentage of the sum of the Maximum Drawing Amount and all Unpaid Reimbursement Obligations, provided PROVIDED that the sum of the outstanding aggregate amount of all the Revolving Credit Loans (after giving effect to all amounts requested) plus PLUS the Maximum Drawing Amount and all Unpaid Reimbursement Obligations shall not at any time exceed the lesser of (a) the Total Commitment and (b) the Borrowing Base MINUS the outstanding amount of the Term Loan, and PROVIDED FURTHER that in no event shall the sum of the outstanding amount of the Term Loan PLUS the outstanding amount of Revolving Credit Commitment at such timeLoans PLUS the Maximum Drawing Amount and all Unpaid Reimbursement Obligations exceed the Borrowing Base. The Revolving Credit Loans shall be made pro rata PRO RATA in accordance with each Revolving Credit Lender’s Bank's Commitment Percentage of the Total Revolving Credit CommitmentPercentage. Each request for a Revolving Credit Loan hereunder shall constitute a representation and warranty by the Borrower that the conditions set forth in §12 sec.12 and §13sec.13, in the case of the initial Revolving Credit Loans to be made on the Funding Closing Date, and §13sec.13, in the case of all other Revolving Credit Loans, have been satisfied on the date of such request.

Commitment to Lend. Subject to the provisions of Section 2.4 and the other terms and conditions set forth in this Credit Agreement, each of the Revolving Credit Lenders Banks severally agrees to lend to the Borrower Borrower, and the Borrower may borrow, repay, and reborrow from each Bank from time to time from between the Funding Closing Date up to but not including and the Revolving Credit Maturity Date upon notice by the Borrower to the Administrative Agent (with copies to the Agent for each Bank) given in accordance with §2.6Section 2.4, such sums as are requested by the Borrower up to a maximum aggregate principal amount outstanding (after giving effect to all amounts requested) at any one time equal to such Revolving Credit Lender’s Revolving Credit Bank's Commitment minus MINUS, without double counting, an amount equal to such Revolving Credit Lender’s Bank's Commitment Percentage of MULTIPLIED BY the sum of (x) the outstanding principal amount of all Swingline Loans and Bid Rate Loans PLUS (y) all Reimbursement Obligations to the extent not yet deemed Revolving Credit Loans pursuant to Section 3.3 and the Maximum Drawing Amount and all Unpaid Reimbursement Obligations, provided Amount; PROVIDED that the sum of the outstanding aggregate amount of all the Revolving Credit Loans (after giving effect to all amounts requested) plus ), PLUS the Maximum Drawing Amount and, without double-counting the portion, if any, of any Letter of Credit which is drawn and included in the Revolving Credit Loans or the Maximum Drawing Amount, all Unpaid outstanding Reimbursement Obligations Obligations, PLUS all outstanding Swingline Loans, PLUS all outstanding Bid Rate Loans, shall not at any time exceed the lesser of (i) the Total Revolving Credit Commitment and (ii) the Borrowing Base Availability at such time, and PROVIDED, FURTHER, that at the time the Borrower requests a Revolving Credit Loan and after giving effect to the making thereof: (i) in the case of any borrowing, all of the conditions in Section 13 (and in the case of any initial borrowing or other extension of credit on the Closing Date, also the conditions in Section 12) have been met at the time of such request, and (ii) there has not occurred and is not continuing (or will not occur by reason thereof) any Default or Event of Default; it being acknowledged and agreed that the Borrower shall be permitted to request and borrow Loans if a Non-Material Breach (rather than a Default or Event of Default) exists, PROVIDED that in the event that such Non-Material Breach relates to a Real Estate Asset forming part of the Borrowing Base at such time, such Real Estate Asset shall be excluded from the calculation of Borrowing Base Availability for all purposes in the compliance certificate accompanying any Completed Loan Request. The Revolving Credit Loans shall be made pro rata PRO RATA in accordance with each Revolving Credit Lender’s Bank's Commitment Percentage of the Total Revolving Credit CommitmentPercentage. Each request for a Revolving Credit Loan hereunder made pursuant to Section 2.4 shall constitute a representation and warranty by the Borrower that the conditions set forth in §Section 12 and §13, in the case of the initial Revolving Credit Loans to be made on the Funding Date, and §13, in the case of all other Revolving Credit Loans, have been satisfied (except to the extent any such condition has been waived and/or deferred in writing by the Agent and the required number of Banks) as of the Closing Date and that the conditions set forth in Section 13 have been satisfied (except to the extent any such condition has been waived and/or deferred in writing by the Agent and the required number of Banks) on the date of such requestrequest and will be satisfied (except to the extent any such condition has been waived and/or deferred in writing by the Agent and the required number of Banks) on the proposed Drawdown Date of the requested Loan or issuance of Letter of Credit, as the case may be, PROVIDED that the making of such representation and warranty by the Borrower shall not limit the right of any Bank not to lend if such conditions have not been met. No Revolving Credit Loan or other extension of credit shall be required to be made by any Bank unless (in connection with the initial Revolving Credit Loan or Letter of Credit or other extension of credit) all of the conditions contained in Section 12 have been satisfied (except to the extent any such condition has been waived and/or deferred in writing by the Agent and the required number of Banks) as of the Closing Date and unless all of the conditions set forth in Section 13 have been met at the time of any request for a Revolving Credit Loan or other extension of credit (except to the extent any such condition has been waived and/or deferred in writing by the Agent and the required number of Banks).

Commitment to Lend. (a) Subject to the terms and conditions set forth in this Credit Agreement, each of the Revolving Credit Lenders Banks severally agrees to lend to the Borrower and the Borrower may borrow, repay, and reborrow from time to time from between the Funding Date up to but not including date of this Credit Agreement and the Revolving Credit ST Maturity Date upon notice by the Borrower to the Administrative Agent given in accordance with §2.6, section 2.5 such sums as are requested by the Borrower up to a maximum aggregate principal amount outstanding (after giving effect to all amounts ST Loans then being requested) at any one time equal to such Revolving Bank's ST Commitment, provided that the sum of the outstanding amount of the ST Loans (after giving effect to all amounts then being requested) shall not exceed the Total ST Commitment. The ST Loans shall be made pro rata in accordance with each Bank's ST Commitment Percentage. Each request for a ST Loan shall constitute a representation by the Borrower that the conditions set forth in section 8 and section 9, in the case of the initial ST Loans to be made on the Closing Date, and section 9, in the case of all other ST Loans, have been satisfied on the date of such request. (b) Subject to the terms and conditions set forth in this Credit Lender’s Revolving Agreement, each of the Banks severally agrees to lend to the Borrower and the Borrower may borrow, repay, and reborrow from time to time between the date of this Credit Agreement and the MT Maturity Date upon notice by the Borrower to the Administrative Agent given in accordance with section 2.5 such sums as requested by the Borrower up to a maximum aggregate principal amount outstanding (after giving effect to all MT Loans then being requested) at any one time equal to such Bank's MT Commitment minus such Revolving Credit Lender’s Bank's MT Commitment Percentage of the sum of the Maximum Drawing Amount and all Unpaid Reimbursement Obligations, provided that the sum of the outstanding aggregate amount of all Revolving Credit the MT Loans (after giving effect to all amounts MT Loans then being requested) plus the Maximum Drawing Amount and plus all Unpaid Reimbursement Obligations shall not at any time exceed the Total Revolving Credit Commitment at such timeMT Commitment. The Revolving Credit MT Loans shall be made pro rata in accordance with each Revolving Credit Lender’s Bank's MT Commitment Percentage of the Total Revolving Credit CommitmentPercentage. Each request for a Revolving Credit MT Loan hereunder shall constitute a representation and warranty by the Borrower that the conditions set forth in §12 section 8 and §13section 9, in the case of the initial Revolving Credit MT Loans to be made on the Funding Closing Date, and §13section 9, in the case of all other Revolving Credit MT Loans, have been satisfied on the date of such request.

Commitment to Lend. Subject to the terms and conditions set forth in this Credit Agreement, each of the Revolving Credit Lenders Banks severally agrees to lend to the any Revolver Borrower and the any Revolver Borrower may borrow, repay, and reborrow from time to time from between the Funding Closing Date up to but not including and the Revolving Credit Loan Maturity Date upon notice by the such Revolver Borrower to the Administrative Agent given in accordance with §2.6ss.2.6, such sums sums, in Dollars and/or at any Revolver Borrower's option from time to time, subject to ss.2.9 hereof, in an Optional Currency, as are requested by the any Revolver Borrower up to a maximum aggregate amount outstanding (after giving effect to all amounts requested) at any one time equal to such Revolving Credit Lender’s Revolving Credit Bank's Commitment minus such Revolving Credit Lender’s Bank's Commitment Percentage of the sum of the Maximum Drawing Amount and Amount, all Unpaid Reimbursement ObligationsObligations and the Total Overdraft Usage, provided that the Dollar Equivalent of the sum of the outstanding aggregate amount of all the Revolving Credit Loans (after giving effect to all amounts requested) ), including the Total Overdraft Usage, plus the Maximum Drawing Amount and all Unpaid Reimbursement Obligations shall not at any time exceed the lesser of the (i) Total Commitment and (ii) the Borrowing Base; provided, further, that the Dollar Equivalent of the sum of the outstanding amount of the Revolving Credit Commitment Loans outstanding to the UK Borrowers (after giving effect to all amounts requested), including the Total Overdraft Usage, plus the Maximum Drawing Amounts and Unpaid Reimbursement Obligations applicable to Letters of Credit issued for the account of the UK Borrowers shall not at such timeany time exceed $25,000,000 (the "UK Borrower Sublimit"). The Except as expressly provided otherwise in ss.2.10, the Revolving Credit Loans shall be made pro rata in accordance with each Revolving Credit Lender’s Bank's Commitment Percentage of the Total Revolving Credit CommitmentPercentage. Each request for a Revolving Credit Loan and each utilization of the Overdraft Facility hereunder shall constitute a representation and warranty by the Borrower Borrowers that the conditions set forth in §12 ss.13 and §13ss.14, in the case of the initial Revolving Credit Loans to be made made, and the utilizations of the Overdraft Facility, on the Funding Closing Date, and §13ss.14, in the case of all other Revolving Credit LoansLoans and utilizations of the Overdraft Facility, have been satisfied on the date of such request. Each Base Rate Loan shall be denominated in Dollars, and each Eurocurrency Rate Loan shall be denominated in Dollars or, subject to ss.2.9 hereof, in an Optional Currency.

Commitment to Lend. Subject to the terms and conditions of this Agreement, and in reliance on the representations, warranties and covenants of Borrower set forth in this Credit Agreement, each of the Revolving Credit Lenders severally Lender agrees to lend make loans of funds to Borrower during the Credit Period on a revolving basis (such loans being collectively hereinafter referred to as "Loans" and each individually as a "Loan"), in an aggregate cumulative total principal amount not to exceed one hundred thousand (US $100,000) dollars. Lender's obligation to make Loans to Borrower under this Agreement is hereinafter referred to as the "Commitment." Notwithstanding the foregoing, Lender will not be obligated to make a Loan to Borrower unless and until Borrower executes and delivers to Lender a Note (as defined in Section 2.2) for the principal amount of such Loan. In addition, Lender will not be obligated to advance any Loan to Borrower may borrow, repayon or after the Maturity Date, and reborrow from time Lender's obligation to time from the Funding Date up advance any Loan to but not including the Revolving Credit Maturity Date upon notice by the Borrower is subject to the Administrative Agent given in accordance with §2.6, such sums as are requested by the Borrower up to a maximum aggregate amount outstanding (after giving effect to all amounts requested) at any one time equal to such Revolving Credit Lender’s Revolving Credit Commitment minus such Revolving Credit Lender’s Commitment Percentage of the sum of the Maximum Drawing Amount and all Unpaid Reimbursement Obligations, provided that the sum of the outstanding aggregate amount satisfaction of all Revolving Credit Loans (after giving effect relevant terms and conditions of this Agreement. Notwithstanding the foregoing, Lender will not be obligated to all amounts requested) plus the Maximum Drawing Amount make a Loan to Borrower unless and all Unpaid Reimbursement Obligations shall not at any time exceed the Total Revolving Credit Commitment at such time. The Revolving Credit Loans shall be made pro rata in accordance with each Revolving Credit Lender’s Commitment Percentage until a Borrower first gives Lender written notice of the Total Revolving Credit Commitment. Each Borrower's request for a Revolving Credit Loan hereunder shall constitute that sets forth the principal amount to the borrowed by Borrower under such requested Loan (a representation "Loan Notice") and warranty by the Borrower that the conditions set forth in §12 and §13, in the case of the initial Revolving Credit Loans date on which such Loan is requested to be made on the Funding Dateadvanced, and §13, in the case of all other Revolving Credit Loans, have been satisfied on the which date shall not be sooner than five (5) Business Days following Lender's receipt of such requestLoan Notice.

Commitment to Lend. (a) Subject to the terms and conditions set forth in this Credit Agreement, each of the Revolving Credit Lenders severally agrees to lend to the Borrower Borrowers, or either of them, and the Borrower Borrowers, or either of them, may borrow, repay, and reborrow from time to time from between the Funding Closing Date up to but not including and the Revolving Credit Maturity Date upon notice by the Borrower Borrowers, or either of them, to the Administrative Agent given in accordance with §Section 2.6, such sums as are requested by the Borrower Borrowers, or either of them, up to a maximum aggregate amount outstanding (after giving effect to all amounts requested) at any one time equal to such Revolving Credit Lender’s Revolving Credit 's Commitment minus such Revolving Credit Lender’s 's Commitment Percentage of the sum of the Maximum Drawing Amount and all Unpaid Reimbursement Obligations, provided that the sum of the outstanding aggregate amount of all Revolving Credit the Loans (after giving effect to all amounts requested) plus the Maximum Drawing Amount and all Unpaid Reimbursement Obligations shall not at any time exceed the Total Revolving Credit Commitment at such timeCommitment. The Revolving Credit Loans shall be made pro rata in accordance with each Revolving Credit Lender’s 's Commitment Percentage of the Total Revolving Credit CommitmentPercentage. Each request for a Revolving Credit Loan hereunder shall constitute a representation and warranty by the Borrower Borrowers that the conditions set forth in §12 Section 10 and §13Section 11, in the case of the initial Revolving Credit Loans to be made on the Funding Closing Date, and §13Section 11, in the case of all other Revolving Credit Loans, have been satisfied on the date of such request. (b) and other amounts owing to them under the Loan Documents in connection with such assignment pursuant to Section 18 hereof, with the registration fee payable pursuant to Section 18.3 hereof in connection with such assignment to be payable by the Borrowers), then the Maturity Date shall be deemed to be March 31, 2001 for all purposes hereunder. A consent, if any, or refusal, to the extension of the Maturity Date shall be given by each of the Lenders no later than sixty (60) days after the Extension Request Date, provided that if any Lender does not respond to the Borrowers' request on or prior to sixty (60) days after the Extension Request Date, such Lender shall be deemed to have refused such request to extend the Maturity Date.

Commitment to Lend. Subject to (a) Upon the terms and subject to the conditions set forth in of this Credit AgreementAgreement and while the Commitment is outstanding, each of the Revolving Credit Lenders severally SingTel NA agrees to lend to the Borrower and such sums that the Borrower may borrow, repay, request up to an aggregate principal amount equal to the Borrowing Limit at any time and reborrow from time to time from until the Funding Date up to but not including Expiration Date, the Revolving Credit Maturity Date upon notice proceeds of which shall be applied by the Borrower to the Administrative Agent given in accordance with §2.6, such sums as are requested for Equipment Expenditures by the Borrower up to a maximum aggregate amount outstanding (after giving effect to all amounts requested) at any one time equal to such Revolving Credit Lender’s Revolving Credit Commitment minus such Revolving Credit Lender’s Commitment Percentage of specifically provided for in the sum of the Maximum Drawing Amount and all Unpaid Reimbursement Obligations, provided that the sum of the outstanding aggregate amount of all Revolving Credit Loans (after giving effect to all amounts requested) plus the Maximum Drawing Amount and all Unpaid Reimbursement Obligations shall not at any time exceed the Total Revolving Credit Commitment at such timeAnnual Budget. The Revolving Credit Borrower may not reborrow amounts borrowed and repaid hereunder. Loans shall be made pro rata in accordance with a minimum aggregate principal amount of U.S.$250,000. (b) The Borrower shall notify SingTel NA in writing, not later than five (5) Business Days preceding the Drawdown Date (which must be a Business Day) of each Revolving Credit Lender’s Loan requested hereunder. Any such notice (a "Loan Request") shall ------------ specify (i) the principal amount of such Loan, (ii) the proposed Drawdown Date, and (iii) (in sufficient detail to permit SingTel NA to verify the same) the specific Equipment Expenditures provided for in the Annual Budget (including the approximate timing thereof which shall be no later than twenty (20) days from the Drawdown Date and no earlier than three (3) months prior to the Drawdown Date (and not in any event before the date hereof) in respect of which the Loan Request is being made. Such notice may not be revoked after two (2) days before the applicable Drawdown Date. Subject to the foregoing, so long as the Commitment Percentage of is then in effect and the Total Revolving Credit Commitment. Each request for a Revolving Credit Loan hereunder shall constitute a representation and warranty by the Borrower that the applicable conditions set forth in §12 (S)6 hereof have been met, SingTel NA shall advance the amount requested to the Borrower by transfer of immediately available funds not later than the close of business in Boston on such Drawdown Date. (c) The obligation of the Borrower to repay to SingTel NA the principal of each Loan and §13interest accrued thereon shall be evidenced by a promissory note in the form of Annex A attached hereto (each such promissory ------- note,a "Note"), completed with appropriate insertions, dated the Drawdown Date ---- of such Loan, in a principal amount equal to the case amount thereof, having a term of three (3) years from the initial Revolving Credit Loans to be made on the Funding Drawdown Date, executed and §13delivered by the Borrower and payable to the order of SingTel NA. (d) In consideration of SingTel NA's commitments and undertakings hereunder, the Borrower shall pay to SingTel NA, concurrently with the execution and delivery hereof, and in good funds, a facility fee in the case amount of all other Revolving Credit Loans, have been satisfied on the date of such requestOne Million One Hundred Eighty-One Thousand Two Hundred Fifty Dollars (U.S.$1,181,250).

Commitment to Lend. (a) Pursuant to the Existing Loan Agreement, the Lenders (as defined therein) thereunder have made term loans to the Borrower in the aggregate principal amount of $300,000,000 (the “Existing Loans”) and such loans remain outstanding on the Effective Date. Such Existing Loans shall continue to be outstanding under this Agreement. On the Effective Date, the Existing Loans shall be reallocated to the Lenders in accordance with their Existing Loan Commitments as set forth in Schedule 2.01 attached hereto. (b) Subject to the terms and conditions set forth in this Credit Agreementherein, each of the Revolving Credit Lenders Lender severally agrees to lend make additional term loans (the “Additional Loans”) to the Borrower made on the date (that is on or after the Effective Date and on or before the Borrower may borrow, repay, Commitment Expiry Date) and reborrow from time to time from in the Funding Date up to but not including the Revolving Credit Maturity Date upon notice by the Borrower aggregate principal amount of at least $25,000,000 (or a lesser amount equal to the Administrative Agent given in accordance with §2.6, remaining unused balance of the Additional Loan Commitment for such sums as are period) for each Borrowing requested by the Borrower up to a maximum in accordance with Section 2.03, so long as such requested amount does not result in (i) the aggregate principal amount outstanding (after giving effect to all amounts requested) at any one time equal to such Revolving Credit Lender’s Revolving Credit Commitment minus such Revolving Credit Lender’s Commitment Percentage of the sum Additional Loans made by such Lender exceeding its Additional Loan Commitment, (ii) the aggregate principal amount of the Maximum Drawing Amount and all Unpaid Reimbursement ObligationsLoans made by such Lender exceeding its aggregate Commitment, provided that (iii) the sum of the outstanding aggregate principal amount of all Revolving Credit Additional Loans made by the Lenders exceeding the total Additional Loan Commitments or (iv) the aggregate principal amount of all Loans made by the Lenders exceeding the total aggregate Commitments. All Additional Loan Commitments of the Lenders to make the Additional Loans (after giving effect to all amounts requested) plus other than the Maximum Drawing Amount and all Unpaid Reimbursement Obligations shall not at any time exceed the Total Revolving Credit Commitment at such time. The Revolving Credit Loans New Term Loan Commitments, which shall be made pro rata governed by Section 2.04) shall expire on the earlier of (a) the date on which the aggregate principal amount of Borrowings of Additional Loans equals the aggregate Additional Loan Commitments or (b) April 28, 2023 (such earlier date, the “Commitment Expiry Date”). (c) Amounts repaid or prepaid in accordance with each Revolving Credit Lender’s Commitment Percentage respect of the Total Revolving Credit Commitment. Each request for a Revolving Credit Loan hereunder shall constitute a representation and warranty by the Borrower that the conditions set forth in §12 and §13, in the case of the initial Revolving Credit Loans to may not be made on the Funding Date, and §13, in the case of all other Revolving Credit Loans, have been satisfied on the date of such requestreborrowed.

Commitment to Lend. Subject (a) Each Committed Lender severally agrees, subject to the Agent’s determination that the terms and conditions of Sections 2.02 and 4.02 applicable to any Funding Date have been (i) satisfied or, (ii) solely to the extent permitted by the last sentence of this clause (a) temporarily waived by the Agent, which waiver shall last for a period of no longer than five (5) Business Days, or, (iii) in all other cases, waived by the Agent and all of the Lenders, and on the other terms and conditions set forth in this Credit Agreement, each of the Revolving Credit Lenders severally agrees to lend make Loans to the Borrower and pursuant to this Section 2.01 on (i) the Borrower may borrow, repay, and reborrow from time to time from the Initial Funding Date up to but not including finance the Revolving Credit Maturity Date upon notice initial Railcars and related Leases owned by the Borrower prior to the Administrative Agent given date of this Agreement and (ii) each other Funding Date during the Availability Period in accordance with §2.6, such sums as are requested order to fund the acquisition of Railcars and related Leases by the Borrower on such Funding Date. The Loans advanced on any Funding Date (including the Initial Funding Date) with respect to Railcars and related Leases shall not: (i) in the case of any Committed Lender, exceed (after giving effect to all Loans of such Committed Lender and any Conduit Lender designated by such Committed Lender repaid concurrently with the making of such Loans) its Available Commitment; (ii) exceed the lesser of (A) the Unused Committed Amount and (B) the sum of: the product of: (x) the applicable Advance Rate with respect to each group of Eligible Railcars to be added to the Portfolio on such Funding Date (including the group of Eligible Railcars to be financed on the Initial Funding Date), or up to a maximum 100.00% if the aggregate amount of the Loans which would be outstanding, after giving effect to the Loans to be advanced on such Funding Date is equal to or less than the Borrowing Base; and (y) the Aggregate FMV with respect to all such Eligible Railcars to be added to the Portfolio on such Funding Date; or (iii) when added to the aggregate amount of the Loans then outstanding (after giving effect to all amounts requestedLoans repaid concurrently with the making of such Loans), exceed the lesser of (A) at any one time equal to such Revolving Credit Lender’s Revolving Credit Commitment minus such Revolving Credit Lender’s Commitment Percentage of the sum of the Maximum Drawing Committed Amount and all Unpaid Reimbursement Obligations, provided that (B) the sum of the outstanding aggregate amount of all Revolving Credit Loans Borrowing Base (after giving effect to all amounts requested) plus the Maximum Drawing Amount addition to and/or removal of the respective Aggregate FMV of any Eligible Railcars to be added to or removed from the Portfolio on such Funding Date). Each Borrowing shall be in a minimum aggregate principal amount of $1,000,000 and all Unpaid Reimbursement Obligations shall not at any time exceed the Total Revolving Credit Commitment at such time. The Revolving Credit Loans shall be made pro rata from the several Committed Lenders ratably in accordance proportion to their respective Commitments. The Lenders have no obligation to make any Loan hereunder except as expressly set forth in this Agreement. Within the foregoing limits, the Borrower may borrow under this Section 2.01, repay, or, to the extent permitted by Section 2.07, prepay, Loans and reborrow under this Section 2.01. In connection with each Revolving Credit Lender’s Commitment Percentage the transactions on any Funding Date, the Agent may in its sole discretion grant the Borrower a temporary waiver for a specified period of time (which, for the avoidance of doubt, shall last for a period of no longer than five (5) Business Days) to perform its obligations under clauses (i) or (ii) of the Total Revolving Credit Commitment. Each request for a Revolving Credit Loan hereunder shall constitute a representation penultimate sentence of clause (b) of Section 2.02 and warranty by the Borrower that to fulfill the conditions set forth in §12 and §13Section 4.02 (other than clauses (a), in the case of the initial Revolving Credit Loans to be made on the Funding Date(b), and §13(c), in the case of all other Revolving Credit Loans(d), have been satisfied on the date of such request.(f), (g), (k), or (l) thereof). 762040188

Commitment to Lend. Subject to The Lender agrees, on the terms and conditions set forth in this herein, to make Revolving Credit AgreementLoans to the Borrower from time to time before the Termination Date; provided that, immediately after each Revolving Credit Loan is made, the maximum aggregate outstanding principal amount of Revolving Credit Loans by the Lender, plus the aggregate amount of the Letter of Credit Obligations shall not exceed at any one time the amount of the Revolving Credit Lenders severally agrees to lend Commitment, provided further that, subject to the Borrower foregoing limitations, from and after the Borrower may borrow, repay, and reborrow from time to time from Closing Date the Funding Date up to but not including the Revolving Credit Maturity Date upon notice by the Borrower to the Administrative Agent given in accordance with §2.6, such sums as are requested by the Borrower up to a maximum aggregate amount outstanding (after giving effect to all amounts requested) at any one time equal to such Revolving Credit Lender’s Revolving Credit Commitment minus such Revolving Credit Lender’s Commitment Percentage of the sum of the Maximum Drawing Amount and all Unpaid Reimbursement Obligations, provided that the sum of the outstanding aggregate principal amount of all Revolving Credit Loans (after giving effect to all amounts requested) plus Loans, together with the Maximum Drawing Amount and all Unpaid Reimbursement Obligations aggregate principal amount of the Letter of Credit Obligations, at any one time outstanding shall not at any time exceed the Total Revolving Credit Commitment at such time. The Revolving Credit Loans shall be made pro rata in accordance with each Revolving Credit Lender’s Commitment Percentage of the Total Revolving Credit Commitment. (as such figure may be reduced from time to time as provided in this Agreement, the "Commitment"). Each request for Revolving Credit Borrowing that is a Libor Rate Borrowing under this Section shall be in an aggregate principal amount of $500,000 or any larger multiple of $500,000 and each Revolving Credit Borrowing that is a Base Rate Borrowing under this Section shall be in an aggregate principal amount of $500,000 or any larger multiple of $500,000 (except that any such Revolving Credit Borrowing may be in the aggregate amount of the Total Unused Revolving Credit Commitment). Within the foregoing limits, the Borrower may borrow under this Section, repay or, to the extent permitted by Section 2.10, prepay Loans and reborrow under this Section at any time before the Termination Date in accordance with this Agreement. Each Revolving Credit Loan hereunder shall constitute shall, at the option of Borrower, be made or continued as, or converted into, a representation and warranty by Base Rate Loan or a LIBOR Rate Loan upon the Borrower that the conditions terms set forth in §12 and §13, in the case of the initial Revolving Credit Loans to be made on the Funding Date, and §13, in the case of all other Revolving Credit Loans, have been satisfied on the date of such requestherein.

Commitment to Lend. Subject to the terms and conditions set forth in this Credit Agreement, each of the Banks severally agrees (i) on the Closing Date, to convert the Existing Revolving Credit Lenders severally agrees Loans, if any, to Revolving Credit Loans under this Credit Agreement and (ii) to lend to the Borrower and the Borrower may borrow, repay, and reborrow from time to time from the Funding Closing Date up to but not including the Revolving Credit Maturity Date upon notice by the Borrower to the Administrative Agent given in accordance with §2.63.6, such sums as are requested by the Borrower up to a maximum aggregate amount outstanding (after giving effect to all amounts requested) at any one time equal to such Revolving Credit Lender’s Revolving Credit Bank's Commitment minus such Revolving Credit Lender’s Bank's Commitment Percentage of the sum of the Maximum Drawing Amount and all Unpaid Reimbursement Obligations; provided, provided that however, notwithstanding the foregoing, the aggregate amount of the outstanding Revolving Credit Loans shall not exceed $55,075,000.00 at any time. After the Formula Date, the sum of the outstanding aggregate amount of all the Revolving Credit Loans (after giving effect to all amounts requested) plus the Maximum Drawing Amount and all Unpaid Reimbursement Obligations shall not at any time exceed the lesser of (a) the Total Revolving Credit Commitment at such timeand (b) the Borrowing Base. The Revolving Credit Loans shall be made pro rata in accordance with each Revolving Credit Lender’s Bank's Commitment Percentage of the Total Revolving Credit CommitmentPercentage. Each request for a Revolving Credit Loan hereunder shall constitute a representation and warranty by the Borrower that the conditions set forth in §12 and §13, in the case of the initial conversion of the Existing Revolving Credit Loans to Revolving Credit Loans to be made on the Funding Closing Date, and §13, in the case of all other Revolving Credit Loans, have been satisfied or waived in writing by the Majority Banks and the Agent on the date of such request.

Commitment to Lend. Subject to 2.1.1. The Revolving Credit A Loans. Each Bank severally agrees, on the terms and conditions set forth in this Credit Agreementherein, each of the Revolving Credit Lenders severally agrees to lend make loans to the Borrower and the Borrower may borrow, repay, and reborrow Company from time to time on any Business Day during the period from the Funding Closing Date up to but not including the Revolving Credit A Loan Maturity Date upon notice by the Borrower to the Administrative Agent given Date, in accordance with §2.6, such sums as are requested by the Borrower up to a maximum an aggregate amount not to exceed at any time outstanding the amount set forth on Schedule 2.1 (such amount as the same may be reduced under Section 2.7 or as a result of one or more assignments under Section 11.8, the Bank's "Revolver A Commitment"); provided, however, that, (a) after giving effect to all amounts requested) at any one time equal to such Revolving Credit Lender’s Revolving Credit Commitment minus such Revolving Credit Lender’s Commitment Percentage Borrowing and application of the sum of proceeds thereof, the Maximum Drawing Amount and all Unpaid Reimbursement Obligations, provided that the sum of the outstanding aggregate principal amount of all outstanding Revolving Credit A Loans plus the aggregate L/C Obligations and the Competitive Bid Loans, shall not at any time exceed the Total Revolver A Commitment and (b) after giving effect to any Borrowing and application of the proceeds thereof, the aggregate principal amount of all amounts requested) outstanding Loans plus the Maximum Drawing Amount and all Unpaid Reimbursement aggregate L/C Obligations shall not at any time exceed the Total Revolving Credit Commitment at such timeCommitment. Within the limits of each Bank's Revolver A Commitment, and subject to the other terms and conditions hereof, the Company may borrow under this Section 2.1.1, prepay under Section 2.8 and reborrow under this Section 2.1.1. 2.1.2. The Revolving Credit Loans shall be made pro rata in accordance with each Revolving Credit Lender’s Commitment Percentage of the Total Revolving Credit CommitmentB Loans. Each request for a Revolving Credit Loan hereunder shall constitute a representation Bank severally agrees, on the terms and warranty by the Borrower that the conditions set forth in §12 and §13herein, to make loans to the Company from time to time on any Business Day during the period from the Closing Date to the Revolving Credit B Loan Maturity Date, in an aggregate amount not to exceed at any time outstanding the case amount set forth on Schedule 2.1 (such amount as the same may be reduced under Section 2.7 or as a result of one or more assignments under Section 11.8, the Bank's "Revolver B Commitment"); provided, however, that, (a) after giving effect to any Borrowing and application of the initial proceeds thereof, the aggregate principal amount of all outstanding Revolving Credit B Loans shall not at any time exceed the Total Revolver B Commitment and (b) after giving effect to be made on any Borrowing and application of the Funding Dateproceeds thereof, the aggregate principal amount of all outstanding Loans plus the aggregate L/C Obligations shall not at any time exceed the Total Commitment. Within the limits of each Bank's Revolver B Commitment, and §13subject to the other terms and conditions hereof, in the case of all other Revolving Credit LoansCompany may borrow under this Section 2.1.2, have been satisfied on the date of such requestprepay under Section 2.8 and reborrow under this Section 2.1.2.

Commitment to Lend. Subject to the terms and conditions set forth in this Credit Agreement, each of the Revolving Credit Lenders severally agrees to lend to the Borrower Borrowers and the Borrower Borrowers may borrow, repay, and reborrow from time to time from between the Funding Effective Date up to but not including and the Revolving Credit Maturity Date upon notice by the Borrower Borrowers to the Administrative Agent given in accordance with §2.6ss.2.6, such sums as are requested by the Borrower Borrowers up to a maximum aggregate amount outstanding (after giving effect to all amounts requested) at any one time equal to such Revolving Credit Lender’s Revolving Credit 's Commitment minus such Revolving Credit Lender’s 's Commitment Percentage of the sum of the Maximum Drawing Amount, the Acceptance Face Amount and all Unpaid Reimbursement Obligations, ; provided that the sum of the outstanding aggregate amount of all Revolving Credit Loans (after giving effect to all amounts requested) plus the Maximum Drawing Amount and Amount, plus the Acceptance Face Amount, plus all Unpaid Reimbursement Obligations shall not at any time exceed an amount equal to the lesser of (i) the Total Revolving Credit Commitment at such timeand (ii) the sum of (A) the Borrowing Base plus (B) the Permitted Overadvance Amount; provided, further, that the Borrowers shall not permit the outstanding amount of the Loans (after giving effect to all amounts requested), plus the Acceptance Face Amount to exceed $35,000,000 (the "Clean Down Amount") during any one (1) thirty (30) consecutive day period occurring during each calendar year ending after December 31, 1997. The Revolving Credit Loans shall be made pro rata in accordance with each Revolving Credit Lender’s 's Commitment Percentage of the Total Revolving Credit CommitmentPercentage. Each request for a Revolving Credit Loan hereunder shall constitute a representation and warranty by the Borrower Borrowers that the conditions set forth in §12 ss.11 and §13ss.12, in the case of the initial Revolving Credit Loans to be made on the Funding Effective Date, and §13ss.12, in the case of all other Revolving Credit Loans, have been satisfied on the date of such request.

Commitment to Lend. Subject to the terms and conditions set forth in this Credit Agreement, each of the Revolving Credit Lenders severally agrees to lend to the Borrower Borrowers, and the Borrower Borrowers may borrow, repay, borrow (and reborrow repay and reborrow) from time to time on any Business Day from (and including) the Funding Initial Closing Date up to but not including (and excluding) the Revolving Credit Maturity Date upon notice by the Borrower Borrowers to the Administrative Agent given in accordance with §Section 2.6, such sums as are requested by the Borrower Borrowers for the purposes set forth in Section 7.11 up to a maximum aggregate principal amount outstanding (after giving effect to all amounts requested) at any one time equal to such Lender's Revolving Credit Lender’s Revolving Credit Loan Commitment minus the portion of such Lender's Revolving Loan Commitment allocated to Letter of Credit Lender’s Commitment Percentage of the sum of the Maximum Drawing Amount Exposure; PROVIDED, that, all conditions under Section 10 (if applicable) and all Unpaid Reimbursement Obligationsunder Section 11 shall have been satisfied; and PROVIDED, provided FURTHER, that the sum of the outstanding aggregate principal amount of all the Revolving Credit Loans (after giving effect to all amounts requested) plus PLUS the Maximum Drawing Amount Letter of Credit Exposure PLUS the outstanding principal amount of all Swingline Loans and all Unpaid Reimbursement Obligations Bid Rate Loans shall not at any time exceed either the Total Revolving Credit Commitment at such timeor the Borrowing Base Availability. The Revolving Credit Loans shall be made pro rata in accordance with each Revolving Credit Lender’s 's Commitment Percentage of the Total Revolving Credit Commitmenttherein. Each request for a Revolving Credit Loan hereunder shall constitute a representation and warranty by the Borrower Borrowers that all of the conditions set forth in §12 and §13, in the case Section 10 have been satisfied as of the initial Revolving Credit Loans to be made on Initial Closing Date and that all of the Funding Date, and §13, conditions set forth in the case of all other Revolving Credit Loans, Section 11 have been satisfied on the date of such request; it being acknowledged and agreed that the Borrowers shall be permitted to request and borrow Revolving Loans if a Disqualifying Environmental Event (or other condition the result of which is to cause any Real Estate to no longer meet the conditions of Eligible Real Estate) exists on a Borrowing Base Property (but no Default or Event of Default exists), provided that such parcel of Real Estate shall no longer be a Borrowing Base Property and shall be excluded from the calculation of Borrowing Base Availability and the financial covenants set forth in Section 9 for all purposes hereunder.

Commitment to Lend. Subject to the terms and conditions set forth in this Credit Agreement, each of the Revolving Credit Lenders severally agrees to lend to the Borrower and the Borrower may borrow, repay, and reborrow from time to time from between the Funding Effective Date up to but not including and the Revolving Credit Final Maturity Date upon notice by the Borrower to the Administrative Agent given in accordance with §2.6Section 1.02 hereof, such sums as are requested by the Borrower up to a maximum aggregate amount outstanding Outstanding (after giving effect to all amounts requested) at any one time equal to such Revolving Credit Lender’s Revolving Credit 's Commitment minus MINUS such Revolving Credit Lender’s 's Commitment Percentage of the sum of the Maximum Drawing Amount and all Unpaid Reimbursement Obligations, provided ; PROVIDED that the sum of the outstanding aggregate Outstanding amount of all Revolving Credit Loans the Advances (after giving effect to all amounts requested) plus PLUS the Maximum Drawing Amount and all Unpaid Reimbursement Obligations shall not at any time exceed the Total Revolving Credit Commitment at such timeCommitment. The Revolving Credit Loans Advances shall be made pro rata PRO RATA in accordance with each Revolving Credit Lender’s 's Commitment Percentage of the Total Revolving Credit CommitmentPercentage. Each request for a Revolving Credit Loan an Advance hereunder shall constitute a representation and warranty by the Borrower that the conditions set forth in §12 Section 4.01 and §13, in the case of the initial Revolving Credit Loans to be made on the Funding Date, and §13, in the case of all other Revolving Credit Loans, Section 4.02 have been satisfied on the date of such request. Each Borrowing of a Base Rate Advance under this Section 1.01(a) shall be in an aggregate amount of $500,000 or an integral multiple thereof. Each Borrowing of a Eurodollar Rate Advance under this Section 1.01(a) shall be in the aggregate amount of $5,000,000 or an integral multiple thereof. Each Borrowing under this Section 1.01(a) shall consist of Advances made on the same day by each Lender ratably according to the respective Commitment Percentages of the Lenders. Within the limits of each Lender's Commitment, the Borrower may borrow, prepay pursuant to Section 1.08, and reborrow under this Section 1.01(a)."

Commitment to Lend. Subject to the terms and conditions set forth in this Credit Agreement, each of the Revolving Credit Lenders Banks severally agrees to lend to the Borrower Borrowers (the "Loans"), and the Borrower Borrowers may borrow, repay, borrow (and reborrow repay and reborrow) from time to time from between the Funding Closing Date up to but not including and the Revolving Credit Maturity Date Date, upon notice by the Borrower Borrowers to the Administrative Agent given in accordance with §Section 2.6, such sums as are requested by the Borrower Borrowers for the purposes set forth in Section 7.11 (but subject to the limitations set forth in Section 7.11) up to the lesser of (a) a maximum aggregate principal amount outstanding (after giving effect to all amounts requestedrequested and the amount of Letters of Credit Outstanding including Letters of Credit accepted but unpaid) at any one time equal to such Revolving Credit Lender’s Revolving Credit Bank's Commitment minus and (b) such Revolving Credit Lender’s Bank's Commitment Percentage of the sum of (i) the Maximum Drawing Amount Borrowing Base, LESS (ii) the outstanding principal amount of the Loans, LESS (iii) fifty percent (50%) of the undrawn amount of Letters of Credit supporting unfunded Project Costs, LESS (iv) fifty percent (50%) of the undrawn amount of Third Party Letters of Credit; PROVIDED, FURTHER, that, in all events no Default or Event of Default shall have occurred and be continuing and the Borrowers shall be in compliance with all Unpaid Reimbursement Obligationscovenants as required pursuant to Section 2.6(ii); and PROVIDED, provided FURTHER, that the sum outstanding principal amount of the outstanding aggregate amount of all Revolving Credit Loans (after giving effect to all amounts requestedrequested and the amount of Letters of Credit Outstanding including Letters of Credit accepted but unpaid) plus the Maximum Drawing Amount and all Unpaid Reimbursement Obligations shall not at any time exceed the Total Revolving Credit Commitment at such timeCommitment. The Revolving Credit Loans shall be made pro rata to the Borrowers PRO RATA in accordance with each Revolving Credit Lender’s Bank's Commitment Percentage of the Total Revolving Credit CommitmentPercentage. Each request for a Revolving Credit Loan hereunder shall constitute a representation and warranty by the applicable Borrower that all of the conditions set forth in §12 Section 10 and §13Section 11, in the case of the initial Revolving Credit Loans to be made on the Funding DateLoan, and §13Section 11, in the case of all other Revolving Credit Loans, have been satisfied on the date of such request. No Bank shall have any obligation to make Loans to the Borrowers in the maximum aggregate principal amount outstanding of more than the principal face amount of its Note.

Commitment to Lend. Subject Each Committed Lender severally agrees, subject to the Agent's determination that the terms and conditions of Sections 2.02 and 4.02 applicable to any Funding Date have been satisfied or waived by the Agent and on the other terms and conditions set forth in this Credit Agreement, each of the Revolving Credit Lenders severally agrees to lend make Loans to the Borrower and the Borrower may borrow, repay, and reborrow from time pursuant to time from the this Section 2.01 on each Funding Date up during the Availability Period in order to but not including fund the Revolving Credit Maturity Date upon notice acquisition of Railcars and related Leases by the Borrower on such Funding Date. The Loans advanced on any Funding Date with respect to any Railcars and related Leases shall not: (i) in the case of any Committed Lender, exceed (after giving effect to all Loans of such Committed Lender and any Conduit Lender designated by such Committed Lender repaid concurrently with the making of such Loans) its Available Commitment; (ii) exceed the lesser of (A) the Unused Commitment Amount and (B) the product of the Advance Rate multiplied by the aggregate Fair Market Value of all Eligible Railcars included in such Railcars; or (iii) when added to the Administrative Agent given in accordance with §2.6, such sums as are requested by the Borrower up to a maximum aggregate amount of the Loans then outstanding (after giving effect to all amounts requestedLoans repaid concurrently with the making of such Loans), exceed the lesser of (A) at any one time equal to such Revolving Credit Lender’s Revolving Credit the Commitment minus such Revolving Credit Lender’s Commitment Percentage of the sum of the Maximum Drawing Amount and all Unpaid Reimbursement Obligations, provided that (B) the sum of the outstanding aggregate amount of all Revolving Credit Loans Borrowing Base (after giving effect to all amounts requested) plus the Maximum Drawing Amount and all Unpaid Reimbursement Obligations shall not at addition to and/or removal of the respective Fair Market Values of any time exceed Eligible Railcars to be added to or removed from the Total Revolving Credit Commitment at Portfolio on such timeFunding Date). The Revolving Credit Loans Each Borrowing shall be made pro rata in accordance with each Revolving Credit Lender’s Commitment Percentage an aggregate principal amount of the Total Revolving Credit Commitment. Each request for a Revolving Credit Loan hereunder shall constitute a representation and warranty by the Borrower that the conditions set forth in §12 and §13$5,000,000, in the case of the initial Revolving Credit Loans to be made on the Funding Datefirst Borrowing hereunder, and §13or $1,000,000, in the case of all other Revolving Credit Loanssubsequent Borrowings, or, in each case, any larger amount (except that any such Borrowing may be in the aggregate amount of the unused Commitments) and shall be made from the several Committed Lenders ratably in proportion to their respective Commitments. The Lenders have been satisfied no obligation to make any Loan hereunder except as expressly set forth in this Agreement. Within the foregoing limits, the Borrower may borrow under this Section 2.01, repay, or, to the extent permitted by Section 2.07, prepay, Loans and reborrow under this Section 2.01. In connection with the transactions on any Funding Date, the date Agent may in its sole discretion grant the Borrower an extension of such requesttime in performing its obligations under Section 2.02 and in fulfilling the conditions set forth in Section 4.02.

Commitment to Lend. Subject to the terms and conditions set forth in this Credit Agreement, each of the Revolving Credit Applicable Lenders severally agrees (a) on the Closing Date, to convert letters of credit outstanding under the Existing GWI Credit Agreement, if any, to Letters of Credit under this Credit Agreement and (b) to lend (i) to the Domestic Borrowers in Dollars, (ii) to the European Borrower in Euro, (iii) to the Canadian Borrower in Canadian Dollars and/or (iv) to the Australian Borrower in Australian Dollars, and the such Borrower may borrow, repay, and reborrow from time to time from between the Funding Closing Date up to but not including and the Revolving Credit Maturity Date upon notice by the such Borrower to the Administrative Applicable Agent given in accordance with §2.6, such sums as are requested by the such Borrower up to a maximum aggregate principal amount outstanding (after giving effect to all amounts requested) at any one time equal to such Revolving Credit Lender’s Revolving Credit Commitment Commitment, minus the amount of such Revolving Credit Lender’s Commitment Percentage of the sum Letter of the Maximum Drawing Amount and all Unpaid Reimbursement ObligationsCredit Obligations in respect of such Borrower; provided, provided (A) that the sum of the outstanding aggregate amount of all Revolving Credit Loans Total Domestic Revolver Exposure (after giving effect to all amounts requested) plus the Maximum Drawing Amount and all Unpaid Reimbursement Obligations shall does not at any time exceed the Aggregate Domestic Revolving Loan Commitments, (B) the Total European Exposure (after giving effect to all amounts requested) does not exceed the Aggregate European Commitments, (C) the Total Canadian Revolver Exposure (after giving effect to all amounts requested) does not exceed the Aggregate Canadian Revolving Credit Commitment at such timeLoan Commitments, and (D) the Total Australian Revolver Exposure (after giving effect to all amounts requested) does not exceed the Aggregate Australian Revolving Loan Commitments. The Revolving Credit Loans under this §2.1 shall be made pro rata in accordance with each Revolving Credit Lender’s Commitment Percentage of Percentage. Subject to §2.10, the Total Domestic Revolving Credit CommitmentLoan Commitments, the Australian Revolving Loan Commitments, the Canadian Revolving Loan Commitments and the European Commitments shall only be available to the Domestic Borrowers, the Australian Borrower, the Canadian Borrower and the European Borrower, respectively, and if unused by such Borrower, will not be available to any other Borrower. Each request for a Revolving Credit Loan hereunder shall constitute a representation and warranty by the Applicable Borrower that the conditions set forth in §12 and §1312, in the case of the initial Revolving Credit Loans to be made on the Funding Closing Date, and §13, in the case of all other Revolving Credit Loans, have been satisfied on the date of such request.

Commitment to Lend. Subject to (a) Upon the terms and subject to the conditions set forth in of this Credit Agreement, each of the Revolving Credit Lenders severally Bank agrees to lend to the Borrower and such sums that the Borrower may borrowrequest, repay, and reborrow from time to time from the Funding Date up to date hereof until but not including the Revolving Credit Loan Maturity Date upon notice by the Borrower to the Administrative Agent given in accordance with §2.6Date, such sums as are requested by the Borrower up to a maximum aggregate amount outstanding (after giving effect to all amounts requested) at any one time equal to such Revolving Credit Lender’s Revolving Credit Commitment minus such Revolving Credit Lender’s Commitment Percentage of the sum of the Maximum Drawing Amount and all Unpaid Reimbursement Obligations, provided PROVIDED that the sum of the outstanding aggregate principal amount of all Revolving Credit Loans (after giving effect to all amounts requested) plus shall not exceed the lesser of (i) the Commitment MINUS the sum of the Maximum Drawing Amount and all Unpaid Reimbursement Obligations shall not at any time exceed and (ii) the Total Revolving Credit Commitment at such timeBorrowing Base. The Revolving Credit Loans shall be made pro rata in accordance with each Revolving Credit Lender’s Commitment Percentage the minimum aggregate amount of $100,000 or an integral multiple thereof. (b) The Borrower shall notify the Bank in writing or telephonically not later than 12:00 p.m. Boston time on the day of the Total Revolving Credit Commitment. Each request for Drawdown Date (which must be a Business Day) of the Revolving Credit Loan hereunder shall constitute being requested, of the principal amount of such Revolving Credit Loan (a representation "Loan Request"). Subject to the foregoing, so long as the Commitment is then in effect and warranty by the Borrower that the applicable conditions set forth in §12 and §13ss.8 hereof have been met, the Bank shall advance the amount requested to the Borrower's bank account at the Bank in immediately available funds not later than the case close of business on such Drawdown Date. (c) Notwithstanding the initial notice requirement set forth above in this ss.2.1, the Bank agrees to make Revolving Credit Loans to be made on the Funding Date, and §13, in Borrower sufficient to pay to the case of all other Revolving Credit Loans, have been satisfied Bank any Unpaid Reimbursement Obligations on the date of on which such request.Reimbursement Obligations become

Commitment to Lend. Subject to the terms and conditions set forth in this Credit Agreement, each of the Revolving Credit Lenders Banks severally agrees to lend to the Borrower Borrowers and the Borrower Borrowers may borrow, repay, and reborrow from time to time from between the Funding Closing Date up to but not including and the Revolving Credit Maturity Date upon notice by the Borrower Borrowers to the Administrative Agent given in accordance with §SECTION 2.6, such sums as are requested by the Borrower Borrowers up to a maximum aggregate principal amount outstanding (after giving effect to all amounts requested) at any one time equal to such Revolving Credit Lender’s Revolving Credit Commitment Bank's Commitment, minus such Revolving Credit Lender’s Bank's Commitment Percentage of the sum of the Maximum Drawing Amount and all Unpaid Reimbursement Obligations, ; provided that the sum of the outstanding aggregate amount of all Revolving Credit Loans (after giving effect to all amounts requestedrequested (i) the sum of the outstanding amount of the Loans plus the Maximum Drawing Amount and all Unpaid Reimbursement Obligations shall not at any time exceed the lesser of (a) the Total Revolving Credit Commitment at such timeand (b) the amount to which the Borrowers' secured Obligations are limited as set forth in the proviso contained in SECTION 6 hereof; and (ii) the Borrowers are in compliance with the covenant contained in SECTION 10.4 hereof. The Revolving Credit Loans shall be made pro rata in accordance with each Revolving Credit Lender’s Bank's Commitment Percentage of the Total Revolving Credit CommitmentPercentage. Each request for a Revolving Credit Loan hereunder shall constitute a representation and warranty by the Borrower Borrowers that the conditions set forth in §SECTION 11 and SECTION 12 and §13hereof, in the case of the initial Revolving Credit Loans to be made on the Funding Closing Date, and §13SECTION 12 hereof, in the case of all other Revolving Credit Loans, have been satisfied on the date of such request. The parties hereto hereby agree that, on and as of the Closing Date, the loans outstanding under the Existing Credit Agreement shall become Loans hereunder.

Commitment to Lend. Subject Each Committed Lender severally agrees, subject to the Agent’s determination that the terms and conditions of Sections 2.02 and 4.02 applicable to the Closing Date have been (a) satisfied or, (b) in all other cases, waived by the Agent and the Supermajority Lenders, and on the other terms and conditions set forth in this Credit Agreement, each of the Revolving Credit Lenders severally agrees to lend make a loan (relative to a Committed Lender, its “ Loan ”) to the Borrower and the Borrower may borrow, repay, and reborrow from time to time from the Funding Date up to but not including the Revolving Credit Maturity Date upon notice by the Borrower to the Administrative Agent given in accordance with §2.6, such sums as are requested by the Borrower up to a maximum aggregate amount outstanding (after giving effect to all amounts requested) at any one time equal to such Revolving Credit Lender’s Revolving Credit Commitment minus such Revolving Credit Committed Lender’s Commitment Percentage of the sum of the Maximum Drawing Amount and all Unpaid Reimbursement Obligations, provided that the sum of the outstanding aggregate amount of all Revolving Credit Loans (after giving effect to all amounts requested) plus the Maximum Drawing Amount and all Unpaid Reimbursement Obligations shall not at any time exceed the Total Revolving Credit Commitment at such time. The Revolving Credit Loans shall be made pro rata in accordance with each Revolving Credit Lender’s Commitment Percentage Borrowing of the Total Revolving Credit Commitment. Each request for a Revolving Credit Loan hereunder shall constitute a representation and warranty by the Borrower that the conditions set forth in §12 and §13, in the case of the initial Revolving Credit Loans to be made on the Funding Closing Date pursuant to this Section 2.01 in a single Borrowing prior to the Commitment Termination Date in order to fund the acquisition of Railcars and related Leases by the Borrower on the Closing Date, . The Loans advanced on the Closing Date with respect to any Railcars and §13, related Leases shall not: (i) exceed the lesser of (A) the Initial Principal Amount and (B) the product of (x) the Advance Rate multiplied by (y) the Aggregate Original Value of all Eligible Railcars to be added to the Portfolio on the Closing Date; and (ii) in the case of all other Revolving Credit any Committed Lender, exceed its Commitment. The Borrowing shall be made, severally, from the Committed Lenders in proportion to their respective Commitments. The Committed Lenders have no obligation to make any Loans hereunder except as expressly set forth in this Agreement. Within the foregoing limits, the Borrower may borrow under this Section 2.01 , repay, or, to the extent permitted or required by Section 2.07 , prepay, Loans, have been satisfied on the date of such requestbut may not reborrow under this Section 2.01 .

Commitment to Lend. Subject to (a) Upon the terms and subject to the conditions set forth in of this Credit Agreement, each of the Revolving Credit Lenders severally Lender agrees to lend to the Borrower Company, and the Borrower Company may borrow, repay, such amounts as the Company may request at any time and reborrow from time to time from (but no more frequently than once in each calendar quarter) during the Funding Date up period beginning on the date hereof and ending on Successful Phase II Clinical Trial Completion with respect to but not including the Revolving Credit Maturity Date upon notice by the Borrower to the Administrative Agent given in accordance with §2.6any Licensed Product, provided that any such sums as are amount or amounts requested by the Borrower up Company pursuant to a this Section 2.1(a) may not exceed the Development Loan Available Commitment in effect at the time the Company makes such request, and provided, further, that the maximum aggregate principal amount outstanding that the Company may borrow pursuant to this Section 2.1(a) shall not exceed $15,000,000, subject to adjustment as provided below in this Section 2.1(a). Amounts prepaid pursuant to Section 2.4 may not be reborrowed. For purposes of this Agreement, any amount loaned by the Lender to the Company pursuant to this Section 2.1 (after giving effect a) is hereinafter referred to as a "Development Loan", and all amounts requestedloaned by the Lender to the Company pursuant to this Section 2.1(a) at are hereinafter referred to, collectively, as the "Development Loans". In the event that the Company and the Lender mutually agree that the aggregate amount of development expenses to be incurred by the Company in connection with the development of Licensed Products through and including the date of the first Successful Phase II Clinical Trial Completion of any one time Licensed Product shall be greater than $15,000,000 (such excess being hereinafter referred to as the "Excess Development Costs"), then the maximum aggregate principal amount that the Lender may be required to loan to the Company under this Section 2.1(a) shall increase from $15,000,000 to an amount equal to such Revolving Credit Lender’s Revolving Credit Commitment minus such Revolving Credit Lender’s Commitment Percentage of the sum of $15,000,000 plus the Maximum Drawing Amount and all Unpaid Reimbursement Obligationsamount of the Excess Development Costs. Notwithstanding any provision in this Agreement to the contrary, provided if the Lender terminates the Collaboration Agreement under Section 12.6 thereof, the Lender shall no longer be obligated under this Article II to make any further Development Loans to the Company after the effective date of termination of the Collaboration Agreement. (b) The Company shall notify the Lender in writing, not later than 12:00 p.m. Boston time on the third Business Day immediately preceding the Development Loan Drawdown Date specified in such notice (which must be a Business Day), of the principal amount of the Development Loan that the sum Company is requesting to borrow on such Development Loan Drawdown Date (such notice being referred to as a "Development Loan Request"); provided, however, that if the the principal amount of the outstanding aggregate Development Loan that the Company requests shall be equal to or greater than $5,000,000, then the Company shall send to the Lender the Development Loan Request with respect thereto not later than 12:00 p.m. Boston time on the fifth Business Day immediately preceding the Development Loan Drawdown Date specified in such Development Loan Request. Subject to the Company making a Development Loan Request on a timely basis pursuant to the foregoing provisions of this Section 2.1(b) and so long as no Event of Default shall have occurred and then be continuing, the Lender shall lend to the Company, in immediately available funds, the principal amount of all Revolving Credit Loans the Development Loan requested by the Company in such Development Loan Request not later than the close of business on the Development Loan Drawdown Date specified in such Development Loan Request. (after giving effect c) Notwithstanding anything expressed or implied in this Agreement (including, without limitation, this Section 2.1) to all amounts requested) plus the Maximum Drawing Amount and all Unpaid Reimbursement Obligations shall not at any time exceed the Total Revolving Credit Commitment at such time. The Revolving Credit Loans contrary, no Development Loan shall be made pro rata in accordance with each Revolving Credit Lender’s Commitment Percentage under this Section 2.1 if and to the extent that, on the Development Loan Drawdown Date that would otherwise be applicable to such Development Loan, (A) the number of the Total Revolving Credit Commitment. Each request for a Revolving Credit shares of Common Stock into which all then outstanding Development Loans (including any Development Loan hereunder shall constitute a representation and warranty by the Borrower that the conditions set forth in §12 and §13, in the case of the initial Revolving Credit Loans proposed to be made on such Development Loan Drawdown Date) would otherwise be convertible by either the Funding DateCompany or the Lender pursuant to Section 5.1 or 5.2 hereof (without giving effect, and §13for purposes of this Section 2.1(c), in to the case provisions of all other Revolving Credit LoansSection 5.1(f) hereof or Section 5.2(f) hereof, have been satisfied respectively) shall represent twenty percent (20%) or more of the shares of Common Stock outstanding as of the close of business on the date that the first Development Loan is made pursuant to this Section 2.1 (the "First Development Loan Drawdown Date") or twenty percent (20%) or more of the voting power of all shares of capital stock of the Company that are issued and outstanding as of the close of business on the First Development Loan Drawdown Date and (B) the Conversion Price in effect on such requestDevelopment Loan Drawdown Date (it being understood that, for purposes of this Section 2.1(c), such Development Loan Drawdown Date shall be deemed to be the Section 5.1 Conversion Date or the Section 5.2 Conversion Date, as the case may be) shall not be less than the greater of the then book value or market value per share of Common Stock. This Section 2.1(c) and all of the restrictions and limitations set forth herein shall automatically terminate upon any vote by the stockholders of the Company authorizing the conversion of any and all Development Loans into shares of Common Stock in accordance with the provisions of this Agreement. Notwithstanding any provision herein or in the Collaboration Agreement to the contrary, if the Lender is not required, pursuant to this Section 2.1(c), to make Development Loans, the Company shall continue to commercialize and develop Licensed Products pursuant to the Collaboration Agreement.

Commitment to Lend. Subject (a) Each Lender severally agrees, subject to the terms and conditions set forth in this Credit AgreementAgreement (including Article IV), each of the to make Revolving Credit Lenders severally agrees to lend Loans to the Borrower and the Borrower may borrow, repay, and reborrow from time pursuant to time from the this Section 2.01 on each Funding Date up to but not including during the Revolving Credit Maturity Date upon notice by the Borrower Availability Period. Each such advance shall be subject to the Administrative Agent given in accordance with §2.6, such sums as are requested by the Borrower up to a maximum aggregate amount outstanding following: (after giving effect to all amounts requestedi) at any one time equal to such Revolving Credit Lender’s Revolving Credit Commitment minus such Revolving Credit Each Lender’s Commitment Percentage of the sum Revolving Loans advanced as part of any Borrowing shall not exceed such Lender’s Available Commitment; and (ii) The Revolving Loans advanced in any Borrowing shall not, when added to the Maximum Drawing Amount and all Unpaid Reimbursement Obligations, provided that the sum of the outstanding aggregate principal amount of all Revolving Credit Loans Extensions then outstanding, exceed the Borrowing Base (after giving effect to all amounts requested) plus the Maximum Drawing Amount addition to and/or removal of the Aggregate Value of any Eligible Railcars to be added to or removed from the Portfolio on such Funding Date). Each Borrowing shall be in a minimum aggregate principal amount of $1,000,000 or in integral multiples of $100,000 in excess thereof and all Unpaid Reimbursement Obligations shall not at any time exceed the Total Revolving Credit Commitment at such time. The Revolving Credit Loans shall be made pro rata from the several Lenders ratably in accordance with each proportion to their respective Commitments. The Lenders have no obligation to make any Revolving Credit Lender’s Commitment Percentage of the Total Revolving Credit Commitment. Each request for a Revolving Credit Loan hereunder shall constitute a representation and warranty by the Borrower that the conditions except as expressly set forth in §12 this Agreement. Within the foregoing limits, the Borrower may borrow under this Section 2.01, repay, or, to the extent permitted by Section 2.08, prepay, Revolving Loans and §13reborrow under this Section 2.01. (a) Notwithstanding any other provision of this Agreement which requires Borrowings to be made from the Lenders ratably in proportion to the respective Commitments of such Lenders, in or which requires payments of principal and interest on the case of the initial Revolving Credit Loans to be made and allocated, or Revolving Loans to be continued or converted, based on Commitment Percentages rather than outstanding principal amounts: (i) payments of principal and interest on the Funding Date, and §13, in Revolving Loans will be made to the case Lenders according to the respective outstanding principal amounts of all other such Revolving Credit Loans, have been satisfied on and (ii) outstanding Revolving Loans will be continued and converted according to their outstanding principal amounts rather than the date Commitment Percentages of such requestthe applicable Lenders.

Commitment to Lend. Subject Each Committed Lender severally agrees, subject to the Agent’s determination that the terms and conditions of Sections 2.02 and 4.03 applicable to any Funding Date have been (i) satisfied or, (ii) solely to the extent permitted by the last sentence of this clause (a) temporarily waived by the Agent, which waiver shall last for a period of no longer than 5 Business Days, or, (iii) in all other cases, waived by the Agent and all of the Lenders, and on the other terms and conditions set forth in this Credit Agreement, each of the Revolving Credit Lenders severally agrees to lend make Loans to the Borrower and the Borrower may borrow, repay, and reborrow from time pursuant to time from the this Section 2.01 on each Funding Date up during the Availability Period 739866994 17557858 45 Fifth Amended and Restated Warehouse Loan Agreement in order to but not including fund the Revolving Credit Maturity Date upon notice acquisition of Railcars and related Leases by the Borrower on such Funding Date. The Loans advanced on any Funding Date with respect to any Railcars and related Leases shall not: (i) in the case of any Committed Lender, exceed (after giving effect to all Loans of such Committed Lender and any Conduit Lender designated by such Committed Lender repaid concurrently with the making of such Loans) its Available Commitment; (ii) exceed the lesser of (A) the Unused Committed Amount and (B) the sum of (1) the product of: (x) the Maximum Advance Rate, or up to 100.00% if the aggregate amount of the Loans which would be outstanding, after giving effect to the Administrative Agent given in accordance Loans to be advanced on such Funding Date is equal to or less than the Borrowing Base; and (y) the Aggregate FMV with §2.6respect to all the Eligible Railcars to be added to the Portfolio on such Funding Date and that are subject to a Net Lease or a Full Service Lease on such Funding Date; plus (2) the product of: (x) 50.00%, such sums as are requested by the Borrower or up to a maximum 100.00% if the aggregate amount of the Loans which would be outstanding, after giving effect to the Loans to be advanced on such Funding Date is equal to or less than the Borrowing Base; and (y) the Aggregate FMV with respect to all the Eligible Railcars to be added to the Portfolio on such Funding Date and that are not subject to a Net Lease or a Full Service Lease on such Funding Date; or (iii) when added to the aggregate amount of the Loans then outstanding (after giving effect to all amounts requestedLoans repaid concurrently with the making of such Loans), exceed the lesser of (A) at any one time equal to such Revolving Credit Lender’s Revolving Credit Commitment minus such Revolving Credit Lender’s Commitment Percentage of the sum of the Maximum Drawing Committed Amount and all Unpaid Reimbursement Obligations, provided that (B) the sum of the outstanding aggregate amount of all Revolving Credit Loans Borrowing Base (after giving effect to all amounts requested) plus the Maximum Drawing Amount and all Unpaid Reimbursement Obligations shall not at addition to and/or removal of the respective Aggregate FMV of any time exceed Eligible Railcars to be added to or removed from the Total Revolving Credit Commitment at Portfolio on such timeFunding Date). The Revolving Credit Loans Each Borrowing shall be made pro rata in accordance with each Revolving Credit Lender’s Commitment Percentage a minimum aggregate principal amount of the Total Revolving Credit Commitment. Each request for a Revolving Credit Loan hereunder shall constitute a representation and warranty by the Borrower that the conditions set forth in §12 and §13$5,000,000, in the case of the initial Revolving Credit Loans to be made on the Funding Datefirst Borrowing hereunder, and §13or $1,000,000, in the case of all subsequent Borrowings, and shall be made from the several Committed Lenders ratably in proportion to their respective Commitments. The Lenders have no obligation to make any Loan hereunder except as expressly set forth in this Agreement. Within the foregoing limits, the Borrower may borrow under this Section 2.01, repay, or, to the extent permitted by Section 2.07, prepay, Loans and reborrow under this Section 2.01. In connection with the transactions on any Funding Date, the Agent may in its sole discretion grant the Borrower a temporary waiver for a specified period of time (which, for the avoidance of doubt, shall last for a period of no longer than 5 Business Days) to perform its obligations under clauses (i) or (ii) of the penultimate sentence of clause (c) of Section 2.02 and to fulfill the conditions set forth in Section 4.03 (other Revolving Credit Loansthan clauses (a), have been satisfied on the date of such request(b), (c), (d), (f), (g), (m), or (n) thereof).

Commitment to Lend. Subject (a) Each Committed Lender severally agrees, subject to the Agent’s determination that the terms and conditions of Sections 2.02 and 4.03 applicable to any Funding Date have been (i) satisfied or, (ii) solely to the extent permitted by the last sentence of this clause (a) temporarily waived by the Agent or, (iii) in all other cases, waived by the Agent and all of the Lenders, and on the other terms and conditions set forth in this Credit Agreement, each of the Revolving Credit Lenders severally agrees to lend make Loans to the Borrower and the Borrower may borrow, repay, and reborrow from time pursuant to time from the this Section 2.01 on each Funding Date up during the Availability Period in order to but not including fund the Revolving Credit Maturity Date upon notice acquisition of Railcars and related Leases by the Borrower on such Funding Date. The Loans advanced on any Funding Date with respect to any Railcars and related Leases shall not: (i) in the case of any Committed Lender, exceed (after giving effect to all Loans of such Committed Lender and any Conduit Lender designated by such Committed Lender repaid concurrently with the making of such Loans) its Available Commitment; (ii) exceed the lesser of (A) the Unused Commitment Amount and (B) the product of the Advance Rate multiplied by the aggregate Fair Market Value of all Eligible Railcars included in such Railcars; or (iii) when added to the Administrative Agent given in accordance with §2.6, such sums as are requested by the Borrower up to a maximum aggregate amount of the Loans then outstanding (after giving effect to all amounts requestedLoans repaid concurrently with the making of such Loans), exceed the lesser of (A) at any one time equal to such Revolving Credit Lender’s Revolving Credit the Commitment minus such Revolving Credit Lender’s Commitment Percentage of the sum of the Maximum Drawing Amount and all Unpaid Reimbursement Obligations, provided that (B) the sum of the outstanding aggregate amount of all Revolving Credit Loans Borrowing Base (after giving effect to all amounts requested) plus the Maximum Drawing Amount and all Unpaid Reimbursement Obligations shall not at addition to and/or removal of the respective Fair Market Values of any time exceed Eligible Railcars to be added to or removed from the Total Revolving Credit Commitment at Portfolio on such timeFunding Date). The Revolving Credit Loans Each Borrowing shall be made pro rata in accordance with each Revolving Credit Lender’s Commitment Percentage a minimum aggregate principal amount of the Total Revolving Credit Commitment. Each request for a Revolving Credit Loan hereunder shall constitute a representation and warranty by the Borrower that the conditions set forth in §12 and §13$5,000,000, in the case of the initial Revolving Credit Loans to be made on the Funding Datefirst Borrowing hereunder, and §13or $1,000,000, in the case of subsequent Borrowings, and shall be made from the several Committed Lenders ratably in proportion to their respective Commitments. The Lenders have no obligation to make any Loan hereunder except as expressly set forth in this Agreement. Within the foregoing limits, the Borrower may borrow under this Section 2.01, repay, or, to the extent permitted by Section 2.07, prepay, Loans and reborrow under this Section 2.01. In connection with the transactions on any Funding Date, the Agent may in its sole discretion grant the Borrower a temporary waiver for a specified period of time to perform its obligations under clauses (i) or (ii) of the penultimate sentence of clause (c) of Section 2.02 and to fulfill the conditions set forth in Section 4.03 (other than clauses (b), (c), (d), (g) or (n) thereof). (b) Notwithstanding any other provision of this Agreement which requires Borrowings to be made from the Committed Lenders (or from their related Conduit Lenders) ratably in proportion to the respective Commitments of such Committed Lenders, or which requires payments of principal and interest on the Loans to be made and allocated, or Loans to be continued or converted, based on Commitment Percentages rather than outstanding principal amounts: (i) if, as a result of any increase in a Committed Lender’s Commitment, its Commitment Percentage is greater than the percentage which the Loans of such Committed Lender and its related Conduit Lenders constitutes of the aggregate outstanding Loans of all other Revolving Credit Lenders, then any further Borrowing will be made from such Committed Lender and its related Conduit Lenders on a non-pro-rata basis until their outstanding Loans constitute the same percentage of all the outstanding Loans as such Committed Lender’s Commitment Percentage, (ii) payments of principal and interest on the Loans will be made to the Lenders according to the respective outstanding principal amounts of such Loans, have been satisfied on and (iii) outstanding Loans will be continued and converted according to their outstanding principal amounts rather than the date Committed Percentages of such requestthe applicable Lenders.

Commitment to Lend. Subject to the terms and conditions set forth in this Credit Agreement, each of the Revolving Credit Lenders severally agrees (a) on the Closing Date, to convert the revolving credit loans and letters of credit outstanding under the Prior Credit Agreement, if any, to Revolving Credit Loans and Letters of Credit under this Credit Agreement and (b) to lend to the US Borrower and the US Borrower may borrow, repay, and reborrow from time to time from between the Funding Closing Date up to but not including and the Revolving Credit Maturity Date upon notice by the US Borrower to the Administrative Agent given in accordance with §2.6(Section)2.6, such sums as are requested by the US Borrower up to a maximum aggregate principal amount outstanding (after giving effect to all amounts requested) at any one time equal to such Revolving Credit Lender’s Revolving Credit 's Commitment (as such Commitment has been deemed to be reduced by such Lender's Swingline Exposure), minus the amount of such Revolving Credit Lender’s 's Commitment Percentage of the sum Letter of the Maximum Drawing Amount and all Unpaid Reimbursement Credit Obligations; provided, provided that the sum of the outstanding aggregate amount of all Revolving Credit Loans Total Revolver Exposure (after giving effect to all amounts requested) plus the Maximum Drawing Amount and all Unpaid Reimbursement Obligations shall does not at any time exceed the Total Revolving Credit Commitment at such timeCommitment. The Revolving Credit Loans shall be made pro rata in accordance with each Revolving Credit Lender’s 's Commitment Percentage of the Total Revolving Credit CommitmentPercentage. Each request for a Revolving Credit Loan hereunder shall constitute a representation and warranty by the US Borrower that the conditions set forth in §12 (Section)12 and §13(Section)13 hereof, in the case of the initial Revolving Credit Loans to be made on the Funding Closing Date, and §13(Section)13 hereof, in the case of all other Revolving Credit Loans, have been satisfied on the date of such request.

Commitment to Lend. Subject to the terms and conditions set forth ------------------ in this Credit Agreement, each of the Revolving Credit Multicurrency Lenders and the Fronting Bank severally agrees to lend to the Borrower Samsonite Europe, and the Borrower Samsonite Europe may borrow, repay, and reborrow from time to time from between the Funding Closing Date up to but not including and the Revolving Credit Multicurrency Loan Maturity Date Date, upon notice by the Borrower Samsonite Europe to the Administrative Foreign Agent given in accordance with §2.6(S)4.7, such sums sums, in Dollars and/or at Samsonite Europe's option from time to time, subject to (S)4.11 hereof (including, without limitation, any restrictions arising from currency fluctuations as set forth in (S)4.11.4), in an Optional Currency, as are requested by the Borrower up Samsonite Europe in an amount for each such advance not to a maximum aggregate amount outstanding exceed (after giving effect to all amounts requested), in the Dollar Equivalent amount (a) at in the case of any one time equal to Multicurrency Lender, such Lender's Revolving Credit Lender’s Revolving Credit Multicurrency Commitment minus the aggregate principal ----- amount of such Multicurrency Lender's outstanding Revolving Credit Multicurrency Loans, minus the amount by which the Multicurrency Swing Line Loans ----- outstanding at such time shall be deemed to have used such Multicurrency Lender’s 's Revolving Multicurrency Commitment pursuant to (S)4.10 hereof, minus (without duplication) the sum of such Multicurrency Lender's ----- Revolving Multicurrency Commitment Percentage of the sum of the Maximum Drawing Amount of all outstanding Foreign Letters of Credit and all the Foreign Unpaid Reimbursement ObligationsObligations owing to such Multicurrency Lenders and (b) in the case of the Fronting Bank, the aggregate Non-Multicurrency Lenders' Commitments minus the aggregate principal amount of the Fronting Bank's ----- outstanding Fronted Loans consisting of Revolving Multicurrency Loans, minus the aggregate amount by which the Multicurrency Swing Line Loans ----- outstanding at such time shall be deemed to have used each such Non- Multicurrency Lender's Revolving Multicurrency Commitment pursuant to (S)4.10, minus (without duplication) the sum of each Non-Multicurrency ----- Lender's Revolving Multicurrency Commitment Percentage of the Maximum Drawing Amount of all outstanding Foreign Letters of Credit and the Foreign Unpaid Reimbursement Obligations owing to each Non-Multicurrency Lender, provided that (a) the sum in the Dollar Equivalent amount of the -------- outstanding aggregate amount of all the Revolving Credit Multicurrency Loans (after giving effect to all amounts requested) plus the outstanding amount of the ---- Multicurrency Swing Line Loans plus the Maximum Drawing Amount and all Foreign Unpaid Reimbursement Obligations with respect to all Foreign Letters of Credit shall not at any time exceed the Total Revolving Credit Multicurrency Commitment and (b) at all times the outstanding aggregate principal Dollar Equivalent amount of all Revolving Multicurrency Loans made by (i) each Multicurrency Lender shall equal such timeMulticurrency Lender's Revolving Multicurrency Commitment Percentage of the outstanding aggregate principal amount of all Multicurrency Loans made pursuant to (S)4 hereof and (ii) the Fronting Bank shall equal the Non-Multicurrency Lenders' Commitment Percentages of the outstanding aggregate principal amount of all Revolving Multicurrency Loans made pursuant to (S)4 hereof. The Revolving Credit Multicurrency Loans shall be made pro rata in accordance with --- ---- each Multicurrency Lender's Revolving Credit Lender’s Multicurrency Commitment Percentage Percentage; provided, however, the Fronting Bank shall be required to make that portion -------- ------- of the Total Revolving Credit CommitmentMulticurrency Loans which would otherwise be required to be made by a Non-Multicurrency Lender. Each request for a Revolving Credit Multicurrency Loan hereunder shall constitute a representation and warranty by the Borrower Samsonite Europe that the conditions set forth in §12 (S)12 and §13(S)13, in the case of the initial Revolving Credit Multicurrency Loans to be made on the Funding Closing Date, and §13(S)13, in the case of all other Revolving Credit Multicurrency Loans, have been satisfied on the date of such request. Each Revolving Multicurrency Loan shall be funded from the applicable Multicurrency Lending Office of each Multicurrency Lender located in Belgium and the Fronting Bank's Belgian Lending Office, as the case may be, and shall be denominated in Dollars, or, subject to (S)4.11 hereof, in an Optional Currency.

Commitment to Lend. (a) Subject to the terms and conditions set forth in this Credit Agreement, the Lender shall make loans (each of the such loan, a “Revolving Credit Lenders severally agrees Loan” and collectively, the “Revolving Credit Loans”), from time to lend time, to the Borrower, on any Business Day, in such amounts as the Borrower may request and the Borrower may borrow, repay, and reborrow re-borrow, from time to time from time, between the Funding Date up to but not including date of this Agreement and the Revolving Credit Maturity Date Date, upon notice by the Borrower to the Administrative Agent Lender given in accordance with §2.6Section 2.02 of this Agreement, such sums as are requested by the Borrower up to a maximum aggregate principal amount outstanding (after giving effect to all amounts requested) at any one time equal to such the Revolving Credit Lender’s Revolving Credit Commitment minus such Revolving Credit Lender’s Commitment Percentage of the sum of the Maximum Drawing Amount and all Unpaid Reimbursement Obligations, provided that the sum of the outstanding aggregate amount of all Revolving Credit Loans (after giving effect to all amounts requested) plus the Maximum Drawing Amount and all Unpaid Reimbursement Obligations shall not at any time exceed the Total Revolving Credit Commitment at such time. The Revolving Credit Loans shall be made pro rata in accordance with each Revolving Credit Lender’s Commitment Percentage of the Total Revolving Credit Loan Commitment. Each request for a Revolving Credit Loan hereunder shall constitute a representation and warranty by the Borrower that the conditions set forth in §12 and §13this Agreement, in the case of the initial applicable to such Revolving Credit Loans to be made on the Funding Date, and §13, in the case of all other Revolving Credit LoansLoan, have been satisfied or waived on the date of such request. (b) The Lender may, from time to time, in its sole and absolute discretion, permit the outstanding principal balance of all Revolving Credit Loans to exceed the Revolving Credit Commitment. In such event, any time and from time to time, the Borrower shall immediately repay to the Lender such portion of the outstanding principal balance of all Revolving Credit Loans that exceeds the Revolving Credit Commitment or provide for other financial accommodations which equals the amount(s) by which the Revolving Credit Commitment has been exceeded. If the amount of the outstanding principal balance of all Revolving Credit Loans exceeds the Revolving Credit Commitment at any time, such excess shall also be subject to the terms of this Agreement.

Commitment to Lend. Subject to (a) Upon the terms and subject to the conditions set forth in of this Credit Agreement, each of the Revolving Credit Lenders severally Bank agrees to lend make, from time to time during the period from the Agreement Date through the Maturity Date, one or more Loans to the Borrower in an aggregate unpaid principal amount not exceeding at any time such Bank's Available Commitment at such time. Subject to Section 2.06 and the other terms and conditions of this Agreement, the Loans may, at the option of the Borrower, be made as, and from time to time continued as or converted into, Base Rate Loans or Eurodollar Rate Loans, or any combination thereof. Upon the terms and subject to the conditions of this Agreement, the Borrower may borrow, repay, pay or prepay and reborrow from Loans. (b) In the event that the Commitments shall be increased at any time following the effective date of Amendment No. 2 through a post-closing syndication to time additional financial institutions, each of which must satisfy the requirements of an Eligible Assignee ("New Banks"), each New Bank shall automatically become a Bank hereunder by executing and delivering to the Agent an Accession and Amendment Agreement; provided, that such New Bank is consented to by the Agent, each Issuing Bank and the Borrower. The Agent shall promptly notify each Bank of any New Bank, such New Bank's Commitment and the Percentage of each Bank after taking into account such New Bank's Commitment. On the effective date of each Accession and Amendment Agreement, each New Bank shall purchase by assignment from the Funding Date up other Banks (and such other Banks shall assign to but not including such New Bank) such portion of the Revolving Credit Maturity Date upon notice Loans and Unreimbursed Drawings (if any) owing to them as shall be designated by the Borrower to the Administrative Agent given in accordance with §2.6such that, such sums as are requested by the Borrower up to a maximum aggregate amount outstanding (after giving effect to all amounts requested) at any one time such purchases and assignments, the outstanding Loans and Unreimbursed Drawings owing to each Bank shall equal to such Revolving Credit Lender’s Revolving Credit Commitment minus such Revolving Credit Lender’s Commitment Bank's Percentage of the sum of the Maximum Drawing Amount and all Unpaid Reimbursement Obligations, provided that the sum of the outstanding aggregate amount of all Revolving Credit Loans (after giving effect and Unreimbursed Drawings owing to all amounts requested) plus the Maximum Drawing Amount and all Unpaid Reimbursement Obligations shall not at any time exceed the Total Revolving Credit Commitment at such time. The Revolving Credit Loans shall be made pro rata in accordance with each Revolving Credit Lender’s Commitment Percentage of the Total Revolving Credit Commitment. Each request for a Revolving Credit Loan hereunder shall constitute a representation and warranty by the Borrower that the conditions set forth in §12 and §13, in the case of the initial Revolving Credit Loans to be made on the Funding Date, and §13, in the case of all other Revolving Credit Loans, have been satisfied on the date of such requestBanks."

Commitment to Lend. Subject to the terms and conditions set forth in this Credit Agreement, each of the Revolving Credit Lenders Banks severally agrees to lend to the any Borrower and the any Borrower may borrow, repay, and reborrow from time to time from between the Funding Closing Date up to but not including and the Revolving Credit Maturity Date upon notice by the such Borrower to the Administrative Agent given in accordance with §Section 2.6, such sums sums, in Dollars and/or at any Borrower's option from time to time, subject to Section 2.9 hereof (including, without limitation, any restrictions arising from currency fluctuations as set forth in Section 2.9.4), in an Optional Currency, as are requested by the any Borrower up to a maximum aggregate amount outstanding (after giving effect to all amounts requested, and including any Bank's participating interest in any Swing Line Loans outstanding) at any one time equal to such Revolving Credit Lender’s Revolving Credit Bank's Commitment minus such Revolving Credit Lender’s Bank's Commitment Percentage of the sum of the Maximum Drawing Amount and all Unpaid Reimbursement Obligations, provided that the sum of the outstanding aggregate amount of all the Revolving Credit Loans (after giving effect to all amounts requested) and the Competitive Bid Loans plus the Maximum Drawing Amount and all Unpaid Reimbursement Obligations shall not at any time exceed the Total Revolving Credit Commitment at such timeCommitment. The Revolving Credit Loans shall be made pro rata in accordance with each Revolving Credit Lender’s Bank's Commitment Percentage of the Total Revolving Credit CommitmentPercentage. Each request for a Revolving Credit Loan hereunder shall constitute a representation and warranty by the Borrower Borrowers that the conditions set forth in §Section 12 and §Section 13, in the case of the initial Revolving Credit Loans to be made on the Funding Closing Date, and §Section 13, in the case of all other Revolving Credit Loans, have been satisfied on the date of such request. Each Base Rate Loan shall be denominated in Dollars, and each Eurocurrency Rate Loan shall be denominated in Dollars, or, subject to Section 2.9 hereof, in an Optional Currency. No Foreign Borrower may borrow funds pursuant to a Revolving Credit Loan hereunder in any currency other than (a) the currency of the country in which such Borrower is organized and doing business or (b) Dollars.

Commitment to Lend. Subject to the terms and conditions set forth in this Credit Agreement, each of the Revolving Credit Lenders Banks severally agrees to lend to the Borrower and the Borrower may borrow, repay, and reborrow from time to time from between the Funding Closing Date up to but not including and the Revolving Credit Tranche A Maturity Date upon notice by the Borrower to the Administrative Agent given in accordance with §2.6Section 2.4 hereof, such sums as are requested by the Borrower up to a maximum aggregate principal amount outstanding (after giving effect to all amounts requested) at any one time equal to such Revolving Credit Lender’s Revolving Credit the Tranche A Commitment Amount minus such Revolving Credit Lender’s Commitment Percentage of the sum of (a) the Maximum Drawing Amount and plus (b) all Unpaid Reimbursement Obligations; provided that, provided that with respect to each Bank, the sum outstanding amount of the outstanding aggregate amount of all Revolving Credit Tranche A Loans (after giving effect to all amounts requested) made by such Bank plus such Bank's Commitment Percentage of the sum of the Maximum Drawing Amount and all Unpaid Reimbursement Obligations shall not at any time exceed such Bank's Commitment Percentage of the Total Revolving Credit Tranche A Commitment at such timeAmount. The Revolving Credit Tranche A Loans shall be made by each Bank pro rata in accordance with each Revolving Credit Lender’s Bank's applicable Commitment Percentage in respect of the Total Revolving Credit Commitment. Tranche A. Each request for a Revolving Credit Tranche A Loan hereunder shall constitute a representation and warranty by the Borrower that the conditions set forth in §Sections 12 and §13, in the case of the initial Revolving Credit Loans to be made on the Funding DateTranche A Loans, and §Section 13, in the case of all other Revolving Credit Tranche A Loans, have been satisfied on the date of such request.

Commitment to Lend. (a) Tranche A Commitment. Subject to the terms and conditions set forth in this Credit Agreement, each of the Revolving Credit Lenders Tranche A Banks severally agrees to lend to the Borrower Borrower, and the Borrower may borrow, repay, and reborrow from time to time from the Funding Closing Date up to but not including the Revolving Credit Maturity Date Tranche A Conversion Date, upon notice by the Borrower to the Administrative Agent given in accordance with §2.6Section 2.5, such sums as are requested by the Borrower up to a maximum aggregate principal amount outstanding (after giving effect to all amounts requested) at any one time equal to such Revolving Credit Lender’s Revolving Credit Bank's Tranche A Commitment minus such Revolving Credit Lender’s Commitment Percentage of the sum of the Maximum Drawing Amount and all Unpaid Reimbursement Obligationsthen in effect, provided that (i) the sum of the outstanding aggregate amount of all Revolving Credit Tranche A Loans (after giving effect to all amounts requested) plus the Maximum Drawing Amount and all Unpaid Reimbursement Obligations shall not at any time exceed the lesser of (A) the Tranche A Total Revolving Credit Commitment then in effect and (B) the Borrowing Base and (ii) the sum of the outstanding Tranche A Loans and the outstanding Tranche B Loans (after giving effect to all amounts requested) shall not at such timeany time exceed ninety-five percent (95%) of the Eligible Consumer Loan Amount. Notwithstanding anything herein to the contrary, the Borrower acknowledges, confirms and agrees that it shall not be entitled to receive, nor shall any Bank be required to make, any Tranche A Loan if and to the extent that: (i) the Borrower has failed to substantially adhere to the Business Plan, including the Senior Lender Advance Schedule, as determined by the Required Banks in their sole and absolute discretion; or (ii) the most recent Weekly Flash Report delivered to the Banks in accordance with Section 7.4(n), indicates that the Borrower has in excess of five million dollars ($5,000,000) in Available Cash on Hand. The Revolving Credit Tranche A Loans shall be made pro rata in accordance with each Revolving Credit Lender’s Bank's Tranche A Commitment Percentage of the Total Revolving Credit CommitmentPercentage. Each request for a Revolving Credit Tranche A Loan hereunder shall constitute a representation and warranty by the Borrower that the conditions set forth in §12 Section 10 and §13Section 11, in the case of the initial Revolving Credit Loans Tranche A Loan to be made on the Funding Closing Date, and §13Section 11, in the case of all other Revolving Credit Tranche A Loans, have been satisfied on the date of such request.

Commitment to Lend. Subject to the provisions of ss.2.5 and the other terms and conditions set forth in this Credit Agreement, each of the Revolving Credit Lenders severally agrees to lend to the Borrower Borrowers and the Borrower Borrowers may borrow, repay, and reborrow from each Lender from time to time from the Funding Closing Date up to but not including the Revolving Credit Maturity Date upon notice by the Borrower Representative to the Administrative Agent given in accordance with §2.6ss.2.5 hereof, such sums as are requested by the Borrower Representative up to a maximum aggregate principal amount outstanding (after giving effect to all amounts requested) at any one time equal to such Revolving Credit Lender’s Revolving Credit 's Commitment minus such Revolving Credit Lender’s 's Commitment Percentage of the sum of the Maximum Drawing Amount and all Unpaid Reimbursement Obligations, Amount; provided that the sum of the outstanding aggregate amount of all the Revolving Credit Loans (after giving effect to all amounts requested) and the Competitive Bid Loans plus the Maximum Drawing Amount and all Unpaid Reimbursement Obligations shall not at any time exceed the Total Revolving Credit Commitment in effect at such time. The Revolving Credit Loans shall be made pro rata in accordance with each Revolving Credit Lender’s 's Commitment Percentage of the Total Revolving Credit CommitmentPercentage. Each request for a Revolving Credit Loan hereunder made pursuant to ss.2.5 hereof shall constitute a representation and warranty by the Borrower Borrowers that the conditions set forth in §12 and §13, in the case ss.10 have been satisfied as of the initial Revolving Credit Loans to be made on Closing Date and that the Funding Date, and §13, conditions set forth in the case of all other Revolving Credit Loans, ss.11 have been satisfied on the date of such requestrequest and will be satisfied on the proposed Drawdown Date of the requested Revolving Credit Loan, provided that the making of such representation and warranty by the Borrowers shall not limit the right of any Lender not to lend if such conditions have not been met. No Revolving Credit Loan shall be required to be made by any Lender unless all of the conditions contained in ss.10 have been satisfied as of the Closing Date and all of the conditions set forth in ss.11 have been met at the time of any request for a Revolving Credit Loan. Notwithstanding the foregoing, the Borrowers shall be able to borrow under this Agreement during the occurrence of a Default or an Event of Default arising solely from the Borrowers' failure to comply with the provisions of ss.7.22 if such borrowing is to cure, and will cure, such Default or Event of Default without causing any other Default or Event of Default.

Commitment to Lend. (a) Revolving Loans. Subject toDuring the Availability Period, each Lender severally, and not jointly, agrees, on the terms and conditions set forth herein, each Lender severally agreesin this Agreement, to make loans (each, a “Revolving Loan”) to or Revolving Loans to the Borrower from time to time pursuant to such ▇▇▇▇▇▇’s Revolving Commitment, which Revolving Loans: (i) may, except as set forth herein, at the option of the Borrower, be incurred and maintained as, or converted into, Revolving Loans that are Base Rate Loans or SOFR Loans, in each case denominated in Dollars or in an Alternative Currency from time to time during the Availability Period in an, as applicable, provided that all Revolving Loans made as part of the same Revolving Borrowing shall consist of Revolving Loans of the same Type; (ii) may be repaid or prepaid and reborrowed in accordance with the provisions hereof; and (iii) shall not be made if, after giving effect to any such Revolving Loan, (A) the Revolving Credit Exposure of any Lender would exceed such Lender’s Revolving Commitment, or (B) the aggregate Revolving Credit Exposure plus the principal amount that will not result in (i) such Revolving Lender’s Revolving Credit Exposure exceeding such Lender’s Revolving Commitment, or (ii) the aggregate Revolving Credit Exposure of the Revolving Lenders exceedingof Swing Loans would exceed (A1) the Maximum Loan Available Amount less (B2) the outstanding balance of all of the Term Loans; provided however, that no. The Revolving Lender shall be obligated to make a Revolving Loan in excess ofLoans to be made by each Lender will be made by such Lender on a pro rata basis based upon such ▇▇▇▇▇▇’s Revolving Loan Applicable Percentage of the difference between (A) the Maximum Loan Available Amount less the outstanding balance of all of the Term Loans and (B) the Revolving Credit Exposure. Within the foregoing limits and subject to the terms and conditions set forth in this Credit Agreementherein, each of the Revolving Credit Lenders severally agrees to lend to the Borrower and the Borrower may borrow, repay, prepay and reborrow from time to time from Revolving Loans during the Funding Date up to but not including the Availability Period. each Revolving Credit Maturity Date upon notice by the Borrower to the Administrative Agent given Borrowing, in each case in accordance with §2.6, such sums as are requested by the Borrower up to a maximum aggregate amount outstanding (after giving effect to all amounts requested) at any one time equal to such Revolving Credit Lender’s Revolving Credit Commitment minus such Revolving Credit Lender’s Commitment Percentage of the sum of the Maximum Drawing Amount and all Unpaid Reimbursement Obligations, provided that the sum of the outstanding aggregate amount of all Revolving Credit Loans (after giving effect to all amounts requested) plus the Maximum Drawing Amount and all Unpaid Reimbursement Obligations shall not at any time exceed the Total Revolving Credit Commitment at such time. The Revolving Credit Loans shall be made pro rata in accordance with each Revolving Credit Lender’s Commitment Percentage of the Total Revolving Credit Commitment. Each request for a Revolving Credit Loan hereunder shall constitute a representation and warranty by the Borrower that the conditions set forth in §12 and §13, in the case of the initial Revolving Credit Loans to be made on the Funding Date, and §13, in the case of all other Revolving Credit Loans, have been satisfied on the date of such requestSection 2.02 hereof.

Commitment to Lend. Subject to the terms and conditions set forth in this Credit Agreement, each of the Revolving Credit Lenders Banks severally agrees to lend to the Borrower Borrowers and the Borrower Borrowers may borrow, repay, and reborrow from time to time from between the Funding Date up to but not including date of this Credit Agreement and the Revolving Credit Maturity Date upon notice by the Borrower Borrowers to the Administrative Agent given in accordance with §2.6[section]2.5, such sums as are requested by the Borrower Borrowers up to a maximum aggregate principal amount outstanding (after giving effect to all amounts then being requested) at any one time equal to such Bank's Commitment provided that the aggregate outstanding principal balance of the Revolving Credit Lender’s Revolving Credit Loans shall at no time exceed (a) the Total Commitment minus such Revolving Credit Lender’s Commitment Percentage of as then in effect less (b) an amount equal to the sum of (i) the aggregate outstanding principal amount of the Imperio Term Loans and the commitments to make new loans under the Imperio Term Loan Agreement, plus (ii) the Maximum Drawing Amount and all Unpaid Reimbursement Obligationswith respect to outstanding Letters of Credit, provided that plus (iii) the sum of the outstanding aggregate amount of all Revolving Credit Loans (after giving effect to all amounts requested) plus the Maximum Drawing Amount and all Unpaid Reimbursement Obligations shall not at any time exceed the Total Revolving owing with respect to Letters of Credit Commitment at such timeissued hereunder. The Revolving Credit Loans shall be made pro rata in accordance with each Revolving Credit Lender’s Bank's Commitment Percentage of the Total Revolving Credit CommitmentPercentage. Each request for a Revolving Credit Loan hereunder shall constitute a representation and warranty by the Borrower Borrowers that the conditions set forth in §12 [section]9 and §13[section]10, in the case of the initial Revolving Credit Loans to be made on the Funding Closing Date, and §13[section]10, in the case of all other Revolving Credit Loans, have been satisfied on the date of such request.

Commitment to Lend. Subject to the terms and conditions set forth in this Credit Agreement, each of the Revolving Credit Applicable Lenders severally agrees on the Restatement Effective Date to lend (a) to the Domestic Borrowers in Dollars, (b) to the European Borrowers in Euro, (c) to the Canadian Borrower in Canadian Dollars, (d) to the Australian Borrower in Australian Dollars, (e) to the UK Borrower in GBP and/or (f) to each applicable Designated Subsidiary, if any, in such currency (including any Alternative Currency) as may be specified in each applicable Designated Subsidiary Joinder, and the such Borrower may borrow, repay, and reborrow from time to time from between the Funding Restatement Effective Date up to but not including and the Revolving Credit Maturity Date upon notice by the such Borrower to the Administrative Applicable Agent given in accordance with §2.6, such sums as are requested by the such Borrower up to a maximum aggregate principal amount outstanding (after giving effect to all amounts requested) at any one time equal to such Revolving Credit Lender’s Revolving Credit Commitment Commitment, minus the amount of such Revolving Credit Lender’s Commitment Percentage of the sum Letter of the Maximum Drawing Amount and all Unpaid Reimbursement ObligationsCredit Obligations in respect of such Borrower; provided, provided (A) that the sum of the outstanding aggregate amount of all Revolving Credit Loans Total Domestic Revolver Exposure (after giving effect to all amounts requested) plus the Maximum Drawing Amount and all Unpaid Reimbursement Obligations shall does not at any time exceed the Aggregate Domestic Revolving Loan Commitments, (B) the Total European Exposure (after giving effect to all amounts requested) does not exceed the Aggregate European Commitments, (C) the Total Canadian Revolver Exposure (after giving effect to all amounts requested) does not exceed the Aggregate Canadian Revolving Credit Commitment at such timeLoan Commitments, (D) the Total Australian Revolver Exposure (after giving effect to all amounts requested) does not exceed the Aggregate Australian Revolving Loan Commitments, (E) the Total UK Revolver Exposure does not exceed the Aggregate UK Revolving Loan Commitments and (F) the Total Designated Subsidiary Exposure does not exceed the Aggregate Designated Subsidiary Commitments. The Revolving Credit Loans under this §2.1 shall be made pro rata in accordance with each Revolving Credit Lender’s Commitment Percentage of Percentage. Subject to §2.10, the Total Domestic Revolving Credit CommitmentLoan Commitments, the Australian Revolving Loan Commitments, the Canadian Revolving Loan Commitments, the European Commitments, the UK Revolving Loan Commitments and the applicable Designated Subsidiary Commitments, if any, shall only be available to the Domestic Borrowers, the Australian Borrower, the Canadian Borrower, the European Borrowers, the UK Borrower and each applicable Designated Subsidiary, respectively, and if unused by such Borrower, will not be available to any other Borrower. Each request for a Revolving Credit Loan hereunder shall constitute a representation and warranty by the Applicable Borrower that the conditions set forth in §12 and §1313 (subject, in the case of any Loans borrowed pursuant to §6.18 in connection with a Permitted Acquisition, to the initial Revolving Credit Loans to be made on the Funding Date, and provisions of §13, in the case of all other Revolving Credit Loans, 6.18) have been satisfied on the date of such request. Notwithstanding the foregoing, any Cashless Option Revolving Lender as defined in and in accordance with Amendment No. 1 shall not actually make a loan on the Restatement Effective Date but shall be deemed to have exchanged its outstanding Revolving Loans (if any) under and as defined in the Original Credit Agreement in accordance with Amendment No. 1.

Commitment to Lend. Subject to the terms and conditions set forth in this Credit Agreement, each of the Revolving Credit Lenders severally agrees to lend to the Borrower Borrowers and the Borrower Borrowers may borrow, repay, and reborrow from time to time from the Funding Closing Date up to but not including the Revolving Credit Maturity Date upon notice by the Borrower Borrowers to the Administrative Agent given in accordance with §2.6Section 2.1.2, such sums in Dollars and/or, at the Borrowers' option from time to time, subject to Section 2.10 hereof, in an Optional Currency as are requested by the Borrower Borrowers up to a maximum aggregate amount outstanding (after giving effect to all amounts requested) at any one time equal to such Revolving Credit Lender’s Revolving Credit 's Commitment, as such Commitment minus has been deemed to be reduced by such Revolving Credit Lender’s 's Commitment Percentage of the sum Dollar Equivalent of the Maximum Drawing Amount outstanding Swingline Loans and all Unpaid Reimbursement Obligationssuch Lender's LC Exposure, provided that (a) the Dollar Equivalent of the Total Facility Usage (after giving affect to all amounts requested) shall not exceed the lesser of (i) the Total Commitment or (ii) the Aggregate Borrowing Base as then in effect, (b) the sum of the Dollar Equivalent of (x) the Co-Borrower Loans outstanding aggregate amount (after giving effect to all amounts requested), plus (y) the LC Exposure in respect of all Revolving Letters of Credit issued for the account of the Co-Borrowers, plus (z) the Swingline Loans outstanding, shall not exceed the lesser of (x) the Total Commitment or (y) the Domestic Borrowing Base as then in effect and (c) the Dollar Equivalent of the Australian Loans and the UK Loans (after giving effect to all amounts requested) plus and the Maximum Drawing Amount and all Unpaid Reimbursement Obligations LC Exposure in respect of Letters of Credit issued for the account of the UK Borrower and/or the Australian Borrower shall not at any time exceed the Total Revolving Credit Commitment at such timeForeign Sublimit. The Revolving Credit Loans shall be made pro rata in accordance with each Revolving Credit Lender’s 's Commitment Percentage of the Total Revolving Credit CommitmentPercentage. Each request for a Revolving Credit Loan hereunder shall constitute a representation and warranty by the applicable Borrower or, as the case may be, Borrowers that the conditions set forth above and in §12 Section 11 and §13Section 12, in the case of the initial Revolving Credit Loans to be made on the Funding Closing Date, and §13Section 12, in the case of all other Revolving Credit Loans, have been satisfied on the date of such request.

Commitment to Lend. Subject Each Committed Lender severally agrees, subject to the Agent’s determination that the terms and conditions of Sections 2.02 and 4.02 applicable to the Closing Date have been (a) satisfied or, (b) in all other cases, waived by the Agent and the Supermajority Lenders, and on the other terms and conditions set forth in this Credit Agreement, each of the Revolving Credit Lenders severally agrees to lend make a loan (relative to a Committed Lender, its “Loan”) to the Borrower and the Borrower may borrow, repay, and reborrow from time to time from the Funding Date up to but not including the Revolving Credit Maturity Date upon notice by the Borrower to the Administrative Agent given in accordance with §2.6, such sums as are requested by the Borrower up to a maximum aggregate amount outstanding (after giving effect to all amounts requested) at any one time equal to such Revolving Credit Lender’s Revolving Credit Commitment minus such Revolving Credit Committed Lender’s Commitment Percentage of the sum of the Maximum Drawing Amount and all Unpaid Reimbursement Obligations, provided that the sum of the outstanding aggregate amount of all Revolving Credit Loans (after giving effect to all amounts requested) plus the Maximum Drawing Amount and all Unpaid Reimbursement Obligations shall not at any time exceed the Total Revolving Credit Commitment at such time. The Revolving Credit Loans shall be made pro rata in accordance with each Revolving Credit Lender’s Commitment Percentage Borrowing of the Total Revolving Credit Commitment. Each request for a Revolving Credit Loan hereunder shall constitute a representation and warranty by the Borrower that the conditions set forth in §12 and §13, in the case of the initial Revolving Credit Loans to be made on the Funding Closing Date pursuant to this Section 2.01 in a single Borrowing prior to the Commitment Termination Date in order to fund the acquisition of Railcars and related Leases by the Borrower on the Closing Date, . The Loans advanced on the Closing Date with respect to any Railcars and §13, related Leases shall not: (i) exceed the lesser of (A) the Initial Principal Amount and (B) the product of (x) the Advance Rate multiplied by (y) the Aggregate Original Value of all Eligible Railcars to be added to the Portfolio on the Closing Date; and (ii) in the case of all other Revolving Credit any Committed Lender, exceed its Commitment. The Borrowing shall be made, severally, from the Committed Lenders in proportion to their respective Commitments. The Committed Lenders have no obligation to make any Loans hereunder except as expressly set forth in this Agreement. Within the foregoing limits, the Borrower may borrow under this Section 2.01, repay, or, to the extent permitted or required by Section 2.07, prepay, Loans, have been satisfied on the date of such requestbut may not reborrow under this Section 2.01.