Common use of Commitment to Lend Clause in Contracts

Commitment to Lend. Subject to the provisions of Section 2.4 and the other terms and conditions set forth in this Agreement, each of the Banks severally agrees to lend to the Borrower, and the Borrower may borrow, repay, and reborrow from each Bank from time to time between the Closing Date and the Maturity Date upon notice by the Borrower to the Agent (with copies to the Agent for each Bank) given in accordance with Section 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 Bank's Commitment MINUS, without double counting, an amount equal to such Bank's Commitment Percentage 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; PROVIDED that the sum of the outstanding amount of the Revolving Credit Loans (after giving effect to all amounts requested), PLUS the Maximum Drawing Amount and, without double-counting the portion, if any, of any Letter of Credit which is drawn and included in the Revolving Credit Loans or the Maximum Drawing Amount, all outstanding Reimbursement Obligations, PLUS all outstanding Swingline Loans, PLUS all outstanding Bid Rate Loans, shall not at any time exceed the lesser of (i) the Total 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 in accordance with each Bank's Commitment Percentage. Each request for a Revolving Credit Loan made pursuant to Section 2.4 shall constitute a representation and warranty by the Borrower that the conditions set forth 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 that the conditions set forth in Section 13 have been satisfied (except to the extent any such condition has been waived and/or deferred in writing by the Agent and the required number of Banks) on the date of such request 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 provisions of Section 2.4 and the other terms and conditions set forth in this Agreement, each of the Banks severally agrees to lend to the Borrower, Borrowers and the Borrower Borrowers may borrow, repay, and reborrow from each Bank from time to time between the Closing Restatement Date and the Maturity Date upon notice by the Borrower Borrowers to the Agent (with copies to the Agent for each Bank) given in accordance with Section 2.42.1(c), 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 Bank's Commitment MINUS, without double counting, an amount equal to minus such Bank's Commitment Percentage MULTIPLIED BY of 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; PROVIDED that , all Unpaid Reimbursement Obligations and the sum Dollar Equivalent of the outstanding aggregate amount of German Outstandings, provided that (i) the aggregate amount of the Revolving Credit Loans Total Outstandings (after giving effect to all amounts requested), PLUS ) shall not at any time exceed the Maximum Drawing Amount and, without double-counting Total Commitment and (ii) the portionsum 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 any Letter each of Credit which is drawn and included in the Revolving Credit Loans or the Maximum Drawing Amount, all outstanding Reimbursement Obligations, PLUS all outstanding Swingline Loans, PLUS all outstanding Bid Rate LoansGerman Borrowers, shall not at any time exceed the lesser Borrowing Base. (b) The Loans shall be evidenced by separate promissory notes of the Borrowers in substantially the form of Exhibit B hereto (i) each a "Note"), dated as of the Total 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 and (ii) or, if less, the Borrowing Base Availability outstanding amount of all Loans made by such Bank, plus interest accrued thereon, as set forth below. Each of the Borrowers irrevocably authorizes each Bank to make or cause to be made, at such time, and PROVIDED, FURTHER, that at or about the time of the Borrower requests a Revolving Credit Loan and after giving effect to the making thereof: (i) in the case Drawdown Date of any borrowing, all of the conditions in Section 13 (and in the case of any initial borrowing Loan or other extension of credit on the Closing Date, also the conditions in Section 12) have been met at the time of receipt of any payment of principal on 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 in accordance with each Bank's Commitment Percentage. Each request for a Revolving Credit Loan made pursuant to Section 2.4 shall constitute a representation and warranty by Note, an appropriate notation on such Bank's Record reflecting the Borrower that the conditions set forth 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 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 making of such request 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 receipt 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).32 -27-

Commitment to Lend. Subject to the provisions of Section 2.4 (S)2.4 ------------------ and the other terms and conditions set forth in this Agreement, each of the Banks severally agrees to lend to the Borrower, and the Borrower may borrow, repay, and reborrow from each Bank from time to time between the Closing Date and the Maturity Date upon notice by the Borrower to the Agent (with copies to the Agent for each Bank) given in accordance with Section 2.4(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 Bank's Commitment MINUS, without double counting, minus an amount equal to such Bank's Commitment ----- Percentage 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 multiplied by the Maximum Drawing Amount; PROVIDED provided that the sum of ---------- -------- the outstanding amount of the Revolving Credit Loans (after giving effect to all amounts requested), PLUS the Maximum Drawing Amount and) plus, 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 AmountLoans, all outstanding Reimbursement Obligations, PLUS all outstanding Swingline Loans, PLUS all outstanding Bid Rate Loans, Obligations shall not at any time exceed the lesser of (i) the Total Commitment and (ii) the Borrowing Base Availability at such time, and PROVIDEDprovided, FURTHERfurther, 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 (S)13 (and in the case of any initial borrowing or other extension of credit on the Closing Dateborrowing, also the conditions in Section 12(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 thereofof) 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 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 Bank's Commitment Percentage. Each request for a Revolving Credit Loan made pursuant to Section 2.4 (S)2.4 hereof shall constitute a representation and warranty by the Borrower that the conditions set forth in Section 12 (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 Section 13 (S)13 have been satisfied (except to the extent any such condition has been waived and/or deferred in writing by the Agent and the required number of Banks) on the date of such request 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 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 creditCredit) all of the conditions contained in Section 12 (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 Section 13 (S)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 provisions of Section 2.4 and the other terms and conditions set forth in this Agreement, each of the Banks Bank severally agrees to 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 pursuant to Section 2.9 or prepay pursuant to Section 2.10(a) and reborrow under this Section 2.1(a) from time to time until the Commitment Expiry Date. (b) Subject to the terms hereof, each Bank will lend to the Borrower, and on the Borrower may borrowCommitment Expiry Date, repaya term loan (collectively as to all Banks, and reborrow from each Bank from time to time between the Closing Date and "Term Loans") that shall not exceed, in the Maturity Date upon notice by the Borrower to the Agent (with copies to the Agent for each Bank) given in accordance with Section 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 Bank's Commitment MINUSamount, without double counting, an amount equal to such Bank's Commitment Percentage 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; PROVIDED that the sum of the outstanding amount of the Revolving Credit Loans (after giving effect to all amounts requested), PLUS the Maximum Drawing Amount and, without double-counting the portion, if any, of any Letter of Credit which is drawn and included in the Revolving Credit Loans or the Maximum Drawing Amount, all outstanding Reimbursement Obligations, PLUS all outstanding Swingline Loans, PLUS all outstanding Bid Rate Loans, shall not at any time exceed the lesser of (i) the Total such Bank's Commitment Amount and (ii) the Borrowing Base Availability at aggregate principal amount of Revolving Loans made by such time, and PROVIDED, FURTHER, Bank then outstanding (it being understood that at the time the Borrower requests a Revolving Credit Loan and after giving effect proceeds of such Loans will be applied to the making thereof: repayment in full of all such outstanding Revolving Loans); provided that (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 requestTerm 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 with the applicable Loan Request; (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 in accordance with each Bank's Commitment Percentage. Each request for a Revolving Credit Loan made pursuant to Section 2.4 shall constitute a representation and warranty by the Borrower that the conditions set forth 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 that the conditions set forth in Section 13 have been satisfied (except to the extent any such condition has been waived and/or deferred in writing by the Agent and the required number of Banks) on the date of such request 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 such Term Loan, and after giving effect thereto, the NM Portion of credit (except to all outstanding Term Loans shall not exceed 50% of the extent any such condition has been waived and/or deferred in writing current market value of Eligible Assets, as set forth on the schedule of portfolio securities delivered by the Borrower with the applicable Loan Request; and (iii) at no time shall the aggregate outstanding principal amount of all Term Loans made by all Banks exceed the Maximum Amount. The Term Loans shall be payable in eight equal consecutive quarterly installments on the last day of each calendar quarter, commencing on the first of such dates to occur after the Commitment Expiry Date. (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 this Agreement in the same aggregate principal amount, on any Business Day (which, in the case of a conversion of a Eurodollar Loan, shall be the last day of the Interest Period applicable to such Eurodollar Loan). The Borrower shall give the Agent and the required number prior notice of Banks)each such conversion (which notice shall be effective upon receipt) in accordance with Section 2.2.

Commitment to Lend. Subject to the provisions of Section 2.4 and the other terms and conditions set forth in this Agreementherein, each of the Banks severally Lender agrees to lend make revolving Loans to the Borrower, Borrower denominated in Dollars at any time and the Borrower may borrow, repay, and reborrow from each Bank from time to time between on and after the Closing Date and until the Maturity earlier of the Termination Date upon notice by and the Borrower termination of the Commitment of the Lender in accordance with the terms hereof; provided that, after giving effect to any Borrowing of Loans, the aggregate principal amount of Loans (without giving effect to any PIK Interest Amounts added to the Agent (with copies to principal balance of the Agent for each Bank) given Loans in accordance with Section 2.4, such sums as are requested by the Borrower up to a maximum aggregate principal amount 2.06(c)) outstanding (after giving effect to all amounts requested) at any one time equal to such Bank's Commitment MINUS, without double counting, an amount equal to such Bank's Commitment Percentage 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; PROVIDED that the sum of the outstanding amount of the Revolving Credit Loans (after giving effect to all amounts requested), PLUS the Maximum Drawing Amount and, without double-counting the portion, if any, of any Letter of Credit which is drawn and included in the Revolving Credit Loans or the Maximum Drawing Amount, all outstanding Reimbursement Obligations, PLUS all outstanding Swingline Loans, PLUS all outstanding Bid Rate Loans, shall not at any time exceed the lesser of Lender’s Commitment; and provided, further, that, notwithstanding the foregoing, (i) prior to December 31, 2024, the Total Commitment and Borrower will not be permitted to borrow under this Agreement without the Lender’s consent in its sole discretion, (ii) the Borrowing Base Availability at such timefrom and including December 31, and PROVIDED2024 until (but not including) March 31, FURTHER2025, 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 up to $10,000,000 in aggregate principal amount of Loans if a Non-Material Breach (rather than a Default or Event of Default) exists, PROVIDED that in without giving effect to any PIK Interest Amounts added to the event that such Non-Material Breach relates to a Real Estate Asset forming part principal balance 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 Bank's Commitment Percentage. Each request for a Revolving Credit Loan made pursuant to Section 2.4 shall constitute a representation 2.06(c)) without the Lender’s consent, (iii) from and warranty by the Borrower that the conditions set forth in Section 12 have been satisfied including March 31, 2025 until (except to the extent any such condition has been waived and/or deferred in writing by the Agent and the required number of Banksbut not including) as of the Closing Date and that the conditions set forth in Section 13 have been satisfied (except to the extent any such condition has been waived and/or deferred in writing by the Agent and the required number of Banks) on the date of such request 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 CreditJune 30, as the case may be2025, PROVIDED that the making of such representation and warranty by the Borrower shall be permitted to borrow up to $20,000,000 in aggregate principal amount of Loans (without giving effect to any PIK Interest Amounts added to the principal balance of the Loans in accordance with Section 2.06(c)) without the Lender’s consent, (iv) from and including June 30, 2025 until (but not limit including) September 30, 2025, the right of any Bank not to lend if such conditions have not been met. No Revolving Credit Loan or other extension of credit Borrower shall be required permitted to be made by borrow up to $30,000,000 in aggregate principal of Loans (without giving effect to any Bank unless (in connection with PIK Interest Amounts added to the initial Revolving Credit Loan or Letter of Credit or other extension of credit) all principal balance of the conditions contained Loans in accordance with Section 12 have been satisfied 2.06(c)), without the Lender’s consent and (except v) on or after September 30, 2025, the Borrower shall be permitted to borrow up to $40,000,000 in aggregate principal amount of Loans (without giving effect to any PIK Interest Amount added to the extent principal balance of the Loans in accordance with Section 2.06(c)). Within the foregoing limits and subject to the terms, conditions and limitations set forth herein, Loans denominated may be borrowed, paid, repaid and reborrowed. Each Borrowing shall comprise an aggregate principal amount that is an integral multiple of $100,000 and not less than $100,000, except that any such condition has been waived and/or deferred Borrowing may be in writing by the Agent and the required number of Banks) as of the Closing Date and unless all of the conditions set forth aggregate principal amount available in accordance with 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)2.01.

Commitment to Lend. Subject Each Committed ▇▇▇▇▇▇ severally agrees, subject to the provisions Agent’s determination that the terms and conditions of Section 2.4 Sections 2.02 and 4.03 747656567 17557858 51 Fifth Amended and Restated Warehouse Loan Agreement applicable to any Funding Date have been (i) satisfied or, (ii) solely to the extent permitted by the last sentence of this clause (a) temporarily waived by the Agent, which waiver shall last for a period of no longer than 5 Business Days, or, (iii) in all other cases, waived by the Agent and all of the Lenders, and on the other terms and conditions set forth in this Agreement, each of the Banks severally agrees to lend make Loans to the Borrower, Borrower pursuant to this Section 2.01 on each Funding Date during the Availability Period in order to fund the acquisition of Railcars and the Borrower may borrow, repay, and reborrow from each Bank from time to time between the Closing Date and the Maturity Date upon notice related Leases by the Borrower on such Funding Date. The Loans advanced on any Funding Date with respect to the Agent (with copies to the Agent for each Bank) given in accordance with Section 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 Bank's Commitment MINUS, without double counting, an amount equal to such Bank's Commitment Percentage MULTIPLIED BY the sum of (x) the outstanding principal amount of all Swingline Loans Railcars 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; PROVIDED that the sum of the outstanding amount of the Revolving Credit Loans (after giving effect to all amounts requested), PLUS the Maximum Drawing Amount and, without double-counting the portion, if any, of any Letter of Credit which is drawn and included in the Revolving Credit Loans or the Maximum Drawing Amount, all outstanding Reimbursement Obligations, PLUS all outstanding Swingline Loans, PLUS all outstanding Bid Rate Loans, related Leases shall not at any time exceed the lesser of (i) the Total 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 thereofnot: (i) in the case of any borrowingCommitted 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 conditions 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 subject to a Net Lease or a Full Service Lease on such Funding Date; plus (2) the product of: (x) 50.00%, or up to 100.00% if the aggregate amount of the Loans which would be outstanding, after giving effect to the Loans to be advanced on such Funding Date is equal to or less than the Borrowing Base; and (y) the Aggregate FMV with respect to all the Eligible Railcars to be added to the Portfolio on such Funding Date and that are not subject to a Net Lease or a Full Service Lease on such Funding Date; or (iii) when added to the aggregate amount of the Loans then outstanding (after giving effect to all Loans repaid concurrently with the making of such Loans), exceed the lesser of (A) the Committed Amount and (B) the Borrowing Base (after giving effect to the addition to and/or removal of the respective Aggregate FMV of any Eligible Railcars to be added to or removed from the Portfolio on such Funding Date). Each Borrowing shall be in Section 13 (and a minimum aggregate principal amount of $5,000,000, in the case of any initial borrowing the first Borrowing hereunder, or other extension $1,000,000, in the case of credit on the Closing Date, also the conditions in Section 12) have been met at the time of such requestsubsequent Borrowings, 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 from the several Committed Lenders ratably in accordance with each Bank's Commitment Percentageproportion to their respective Commitments. Each request for a Revolving Credit The Lenders have no obligation to make any Loan made pursuant to Section 2.4 shall constitute a representation and warranty by the Borrower that the conditions hereunder except as expressly set forth in Section 12 have been satisfied (except to this Agreement. Within the extent any such condition has been waived and/or deferred in writing by the Agent and the required number of Banks) as of the Closing Date and that the conditions set forth in Section 13 have been satisfied (except to the extent any such condition has been waived and/or deferred in writing by the Agent and the required number of Banks) on the date of such request 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 Creditforegoing limits, 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 may borrow under this 747656567 17557858 52 Fifth Amended and Restated Warehouse 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).Agreement

Commitment to Lend. Subject (a) The Lender agrees, on the terms of this Agreement (including, without limitation, Article 6) to make a Loan or Loans to the Borrower on any Business Day during the period commencing on the Effective Date and terminating on the date that is one hundred and eighty (180) days following the Effective Date, in an aggregate principal amount of up to Three Billion Seven Hundred Fifty Million and No/100 Dollars (US$3,750,000,000.00); provided that in no event shall the Lender be obligated to (i) initially fund more than a single Borrowing, or (ii) fund more than its Pro Rata Share of all Bi-Lateral Term Loans to be borrowed by the Borrower as of the applicable Borrowing Date. Amounts borrowed and repaid or prepaid may not be reborrowed. (b) The Borrower shall give a Borrowing Notice in substantially the form of Exhibit A (or telephonic notice, promptly confirmed in writing) to the Lender prior to 11:00 a.m., New York, New York time at least two (2) Eurodollar Business Days prior to the proposed Borrowing Date, specifying (A) the Borrowing Date, (B) the amount of the requested Borrowing and (C) the Interest Period. Without limiting the provisions of Section 2.4 and 2.06, the other terms and conditions set forth in this Agreement, each initial Borrowing hereunder shall be a Eurodollar Rate Loan with an initial Interest Period of one (1) week if the Borrowing Notice therefor is not delivered at least three (3) Eurodollar Business Days prior to the Borrowing Date. Upon fulfillment of the Banks severally agrees to lend to the Borrower, and the Borrower may borrow, repay, and reborrow from each Bank from time to time between the Closing Date and the Maturity Date upon notice by the Borrower to the Agent (with copies to the Agent for each Bank) given in accordance with Section 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 Bank's Commitment MINUS, without double counting, an amount equal to such Bank's Commitment Percentage 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; PROVIDED that the sum of the outstanding amount of the Revolving Credit Loans (after giving effect to all amounts requested), PLUS the Maximum Drawing Amount and, without double-counting the portion, if any, of any Letter of Credit which is drawn and included in the Revolving Credit Loans or the Maximum Drawing Amount, all outstanding Reimbursement Obligations, PLUS all outstanding Swingline Loans, PLUS all outstanding Bid Rate Loans, shall not at any time exceed the lesser of (i) the Total 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 in accordance with each Bank's Commitment Percentage. Each request for a Revolving Credit Loan made pursuant to Section 2.4 shall constitute a representation and warranty by the Borrower that the applicable conditions set forth 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 that the conditions set forth in 6.01 or Section 13 have been satisfied (except to the extent any such condition has been waived and/or deferred in writing by the Agent and the required number of Banks) on the date of such request 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 Credit6.02, as the case may be, PROVIDED that the making of Lender will make such representation and warranty by funds available to the Borrower shall not limit by wire transfer to such designated account in accordance with the right of any Bank not to lend if such conditions have not been met. No Revolving Credit Loan or other extension of credit wire instructions included in the Borrowing Notice. (c) Each Borrowing shall be required to be made by in the amount of US$10,000,000 or any Bank unless (in connection with the initial Revolving Credit Loan or Letter larger integral multiple 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)US$1,000,000.

Commitment to Lend. Subject to the provisions of Section 2.4 and the other terms and conditions set forth in this Agreement, each of the Banks severally agrees to lend to the BorrowerBorrowers (the "Loans"), and the Borrower Borrowers may borrow, repay, borrow (and reborrow from each Bank repay and reborrow) from time to time between the Closing Date and the Maturity Date Date, upon notice by the Borrower Borrowers to the Agent (with copies to the Agent for each Bank) given in accordance with Section 2.42.6, 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 Bank's Commitment MINUS, without double counting, an amount equal to and (b) such Bank's Commitment Percentage MULTIPLIED BY of the sum of (xi) the 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 Swingline Loans events no Default or Event of Default shall have occurred and Bid Rate Loans PLUS (y) be continuing and the Borrowers shall be in compliance with all Reimbursement Obligations to the extent not yet deemed Revolving Credit Loans covenants as required pursuant to Section 3.3 2.6(ii); and the Maximum Drawing Amount; PROVIDED PROVIDED, FURTHER, that the sum of the outstanding principal amount of the Revolving Credit Loans (after giving effect to all amounts requested), PLUS requested and the Maximum Drawing Amount and, without double-counting the portion, if any, amount of any Letter Letters of Credit which is drawn and included in the Revolving Outstanding including Letters of Credit Loans or the Maximum Drawing Amount, all outstanding Reimbursement Obligations, PLUS all outstanding Swingline Loans, PLUS all outstanding Bid Rate Loans, accepted but unpaid) shall not at any time exceed the lesser of (i) the Total 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 RequestCommitment. The Revolving Credit Loans shall be made to the Borrowers PRO RATA in accordance with each Bank's Commitment Percentage. Each request for a Revolving Credit Loan made pursuant to Section 2.4 hereunder shall constitute a representation and warranty by the applicable Borrower that the conditions set forth 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 that the conditions set forth in Section 13 have been satisfied (except to the extent any such condition has been waived and/or deferred in writing by the Agent and the required number of Banks) on the date of such request 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 10 and Section 11, in the case of the initial Loan, and Section 11, in the case of all other Loans, have been met at satisfied on the time date of such request. No Bank shall have any request for a Revolving Credit Loan or other extension of credit (except obligation to make Loans to the extent any such condition has been waived and/or deferred Borrowers in writing by the Agent and maximum aggregate principal amount outstanding of more than the required number principal face amount of Banks)its Note.

Commitment to Lend. Subject to 2.1.1. The Revolving Credit A Loans. Each Bank severally agrees, on the provisions of Section 2.4 and the other terms and conditions set forth in this Agreementherein, each of the Banks severally agrees to lend make loans to the Borrower, and the Borrower may borrow, repay, and reborrow from each Bank Company from time to time between on any Business Day during the period from the Closing Date and the Maturity Date upon notice by the Borrower to the Agent Revolving Credit A Loan Maturity Date, in an aggregate amount not to exceed at any time outstanding the amount set forth on Schedule 2.1 (with copies to such amount as the Agent for each 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) given in accordance with Section 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 Bank's Commitment MINUSBorrowing and application of the proceeds thereof, without double counting, an amount equal to such Bank's Commitment Percentage MULTIPLIED BY the sum of (x) the outstanding aggregate principal amount of all Swingline Loans and Bid Rate Loans PLUS (y) all Reimbursement Obligations to the extent not yet deemed outstanding Revolving Credit A Loans pursuant to Section 3.3 plus the aggregate L/C Obligations and the Maximum Drawing Amount; PROVIDED that the sum of the outstanding amount of the Revolving Credit Loans (after giving effect to all amounts requested), PLUS the Maximum Drawing Amount and, without double-counting the portion, if any, of any Letter of Credit which is drawn and included in the Revolving Credit Loans or the Maximum Drawing Amount, all outstanding Reimbursement Obligations, PLUS all outstanding Swingline Loans, PLUS all outstanding Competitive Bid Rate Loans, shall not at any time exceed the lesser of (i) the Total Revolver A Commitment and (iib) 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 Borrowing and application of the conditions in Section 13 (and in proceeds thereof, the case aggregate principal amount of all outstanding Loans plus the aggregate L/C Obligations shall not at any initial borrowing or other extension time exceed the Total Commitment. Within the limits of credit on the Closing Date, also the conditions in Section 12) have been met at the time of such requesteach Bank's Revolver A Commitment, and (ii) there has not occurred subject to the other terms and is not continuing (or will not occur by reason thereof) any Default or Event of Default; it being acknowledged conditions hereof, the Company may borrow under this Section 2.1.1, prepay under Section 2.8 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 Requestreborrow under this Section 2.1.1. 2.1.2. The Revolving Credit B Loans. Each Bank severally agrees, on the terms and conditions set forth herein, to make loans to the Company from time to time on any Business Day during the period from the Closing Date to the Revolving Credit B Loan Maturity Date, in an aggregate amount not to exceed at any time outstanding the amount set forth on Schedule 2.1 (such amount as the same may be reduced under Section 2.7 or as a result of one or more assignments under Section 11.8, the Bank's "Revolver B Commitment"); provided, however, that, (a) after giving effect to any Borrowing and application of the proceeds thereof, the aggregate principal amount of all outstanding Revolving Credit B Loans shall be made PRO RATA in accordance with not at any time exceed the Total Revolver B Commitment and (b) after giving effect to any Borrowing and application of the proceeds thereof, the aggregate principal amount of all outstanding Loans plus the aggregate L/C Obligations shall not at any time exceed the Total Commitment. Within the limits of each Bank's Commitment Percentage. Each request for a Revolving Credit Loan made pursuant to Section 2.4 shall constitute a representation Revolver B Commitment, and warranty by the Borrower that the conditions set forth in Section 12 have been satisfied (except subject to the extent any such condition has been waived and/or deferred in writing by other terms and conditions hereof, the Agent Company may borrow under this Section 2.1.2, prepay under Section 2.8 and the required number of Banks) as of the Closing Date and that the conditions set forth in reborrow under this Section 13 have been satisfied (except to the extent any such condition has been waived and/or deferred in writing by the Agent and the required number of Banks) on the date of such request 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)2.1.2.

Commitment to Lend. Subject Each Committed Lender severally agrees, subject to the provisions Agent’s determination that the terms and conditions of Section 2.4 Sections 2.02 and 4.03 applicable to any Funding Date have been (i) satisfied or, (ii) solely to the extent permitted by the last sentence of this clause (a) temporarily waived by the Agent, which waiver shall last for a period of no longer than 5 Business Days, or, (iii) in all other cases, waived by the Agent and all of the Lenders, and on the other terms and conditions set forth in this Agreement, each of the Banks severally agrees to lend make Loans to the Borrower, Borrower pursuant to this Section 2.01 on each Funding Date during the Availability Period 739866994 17557858 45 Fifth Amended and Restated Warehouse Loan Agreement in order to fund the Borrower may borrow, repay, acquisition of Railcars and reborrow from each Bank from time to time between the Closing Date and the Maturity Date upon notice related Leases by the Borrower on such Funding Date. The Loans advanced on any Funding Date with respect to the Agent (with copies to the Agent for each Bank) given in accordance with Section 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 Bank's Commitment MINUS, without double counting, an amount equal to such Bank's Commitment Percentage MULTIPLIED BY the sum of (x) the outstanding principal amount of all Swingline Loans Railcars 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; PROVIDED that the sum of the outstanding amount of the Revolving Credit Loans (after giving effect to all amounts requested), PLUS the Maximum Drawing Amount and, without double-counting the portion, if any, of any Letter of Credit which is drawn and included in the Revolving Credit Loans or the Maximum Drawing Amount, all outstanding Reimbursement Obligations, PLUS all outstanding Swingline Loans, PLUS all outstanding Bid Rate Loans, related Leases shall not at any time exceed the lesser of (i) the Total 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 thereofnot: (i) in the case of any borrowingCommitted 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 conditions 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 subject to a Net Lease or a Full Service Lease on such Funding Date; plus (2) the product of: (x) 50.00%, or up to 100.00% if the aggregate amount of the Loans which would be outstanding, after giving effect to the Loans to be advanced on such Funding Date is equal to or less than the Borrowing Base; and (y) the Aggregate FMV with respect to all the Eligible Railcars to be added to the Portfolio on such Funding Date and that are not subject to a Net Lease or a Full Service Lease on such Funding Date; or (iii) when added to the aggregate amount of the Loans then outstanding (after giving effect to all Loans repaid concurrently with the making of such Loans), exceed the lesser of (A) the Committed Amount and (B) the Borrowing Base (after giving effect to the addition to and/or removal of the respective Aggregate FMV of any Eligible Railcars to be added to or removed from the Portfolio on such Funding Date). Each Borrowing shall be in Section 13 (and a minimum aggregate principal amount of $5,000,000, in the case of the first Borrowing hereunder, or $1,000,000, in the case of subsequent Borrowings, and shall be made from the several Committed Lenders ratably in proportion to their respective Commitments. The Lenders have no obligation to make any initial borrowing or other extension of credit 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 the Closing any Funding Date, also the conditions Agent may in Section 12its 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) have been met at the time of such request, and to perform its obligations under clauses (i) or (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 penultimate sentence 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 Bank's Commitment Percentage. Each request for a Revolving Credit Loan made pursuant clause (c) of Section 2.02 and to Section 2.4 shall constitute a representation and warranty by the Borrower that fulfill the conditions set forth in Section 12 have been satisfied 4.03 (except to the extent any such condition has been waived and/or deferred in writing by the Agent and the required number of Banksother than clauses (a), (b), (c), (d), (f), (g), (m), or (n) as of the Closing Date and that the conditions set forth in Section 13 have been satisfied (except to the extent any such condition has been waived and/or deferred in writing by the Agent and the required number of Banks) on the date of such request 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 Banksthereof).

Commitment to Lend. Subject (a) Each Committed Lender severally agrees, subject to the provisions Agent’s determination that the terms and conditions of Section 2.4 Sections 2.02 and 4.03 applicable to any Funding Date have been (i) satisfied or, (ii) solely to the extent permitted by the last sentence of this clause (a) temporarily waived by the Agent or, (iii) in all other cases, waived by the Agent and all of the Lenders, and on the other terms and conditions set forth in this Agreement, each of the Banks severally agrees to lend make Loans to the Borrower, Borrower pursuant to this Section 2.01 on each Funding Date during the Availability Period in order to fund the acquisition of Railcars and the Borrower may borrow, repay, and reborrow from each Bank from time to time between the Closing Date and the Maturity Date upon notice related Leases by the Borrower on such Funding Date. The Loans advanced on any Funding Date with respect to the Agent (with copies to the Agent for each Bank) given in accordance with Section 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 Bank's Commitment MINUS, without double counting, an amount equal to such Bank's Commitment Percentage MULTIPLIED BY the sum of (x) the outstanding principal amount of all Swingline Loans Railcars 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; PROVIDED that the sum of the outstanding amount of the Revolving Credit Loans (after giving effect to all amounts requested), PLUS the Maximum Drawing Amount and, without double-counting the portion, if any, of any Letter of Credit which is drawn and included in the Revolving Credit Loans or the Maximum Drawing Amount, all outstanding Reimbursement Obligations, PLUS all outstanding Swingline Loans, PLUS all outstanding Bid Rate Loans, related Leases shall not at any time exceed the lesser of (i) the Total 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 thereofnot: (i) in the case of any borrowingCommitted 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 conditions Advance Rate multiplied by the aggregate Fair Market Value of all Eligible Railcars included in Section 13 such Railcars; or (iii) when added to the aggregate amount of the Loans then outstanding (after giving effect to all Loans repaid concurrently with the making of such Loans), exceed the lesser of (A) the Commitment Amount and (B) the Borrowing Base (after giving effect to the addition to and/or removal of the respective Fair Market Values of any Eligible Railcars to be added to or removed from the Portfolio on such Funding Date). Each Borrowing shall be in a minimum aggregate principal amount of $5,000,000, in the case of the first Borrowing hereunder, or $1,000,000, in the case of subsequent Borrowings, and shall be made from the several Committed Lenders ratably in proportion to their respective Commitments. The Lenders have no obligation to make any initial borrowing or other extension of credit 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 the Closing any Funding Date, also the conditions Agent may in Section 12its sole discretion grant the Borrower a temporary waiver for a specified period of time to perform its obligations under clauses (i) have been met at the time of such request, and or (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 penultimate sentence 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 Bank's Commitment Percentage. Each request for a Revolving Credit Loan made pursuant clause (c) of Section 2.02 and to Section 2.4 shall constitute a representation and warranty by the Borrower that fulfill the conditions set forth in Section 12 have been satisfied 4.03 (except to the extent other than clauses (b), (c), (d), (g) or (n) thereof). (b) Notwithstanding any such condition has been waived and/or deferred in writing by the Agent and the required number other provision of Banks) as of the Closing Date and that the conditions set forth in Section 13 have been satisfied (except to the extent any such condition has been waived and/or deferred in writing by the Agent and the required number of Banks) on the date of such request 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 this Agreement which requires Borrowings to be made by 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 Bank unless (increase in connection with a Committed Lender’s Commitment, its Commitment Percentage is greater than the initial Revolving Credit Loan or Letter percentage which the Loans of Credit or other extension of credit) all such Committed Lender and its related Conduit Lenders constitutes of the conditions contained in Section 12 have been satisfied aggregate outstanding Loans of all 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, (except ii) payments of principal and interest on the Loans will be made to the extent any Lenders according to the respective outstanding principal amounts of such condition has been waived and/or deferred in writing by Loans, and (iii) outstanding Loans will be continued and converted according to their outstanding principal amounts rather than the Agent and the required number of Banks) as Committed Percentages 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)applicable Lenders.

Commitment to Lend. Subject (a) Each Committed Lender severally agrees, subject to the provisions Agent’s determination that the terms and conditions of Section 2.4 Sections 2.02 and 4.03 applicable to any Funding Date have been (i) satisfied or, (ii) solely to the extent permitted by the last sentence of this clause (a) temporarily waived by the Agent, which waiver shall last for a period of no longer than 5 Business Days, or, (iii) in all other cases, waived by the Agent and all of the Lenders, and on the other terms and conditions set forth in this Agreement, each of the Banks severally agrees to lend make Loans to the Borrower, Borrower pursuant to this Section 2.01 on each Funding Date during the Availability Period in order to fund the acquisition of Railcars and the Borrower may borrow, repay, and reborrow from each Bank from time to time between the Closing Date and the Maturity Date upon notice related Leases by the Borrower on such Funding Date. The Loans advanced on any Funding Date with respect to the Agent (with copies to the Agent for each Bank) given in accordance with Section 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 Bank's Commitment MINUS, without double counting, an amount equal to such Bank's Commitment Percentage MULTIPLIED BY the sum of (x) the outstanding principal amount of all Swingline Loans Railcars 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; PROVIDED that the sum of the outstanding amount of the Revolving Credit Loans (after giving effect to all amounts requested), PLUS the Maximum Drawing Amount and, without double-counting the portion, if any, of any Letter of Credit which is drawn and included in the Revolving Credit Loans or the Maximum Drawing Amount, all outstanding Reimbursement Obligations, PLUS all outstanding Swingline Loans, PLUS all outstanding Bid Rate Loans, related Leases shall not at any time exceed the lesser of (i) the Total 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 thereofnot: (i) in the case of any borrowingCommitted 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 conditions applicable Advance Rate multiplied by the aggregate Fair Market Value of all Eligible Railcars included in Section 13 such Railcars; or (iii) when added to the aggregate amount of the Loans then outstanding (after giving effect to all Loans repaid concurrently with the making of such Loans), exceed the lesser of (A) the Commitment Amount and (B) the Borrowing Base (after giving effect to the addition to and/or removal of the respective Fair Market Values of any Eligible Railcars to be added to or removed from the Portfolio on such Funding Date). Each Borrowing shall be in a minimum aggregate principal amount of $5,000,000, in the case of the first Borrowing hereunder, or $1,000,000, in the case of subsequent Borrowings, and shall be made from the several Committed Lenders ratably in proportion to their respective Commitments. The Lenders have no obligation to make any initial borrowing or other extension of credit 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 the Closing any Funding Date, also the conditions Agent may in Section 12its 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) have been met at the time of such request, and to perform its obligations under clauses (i) or (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 penultimate sentence 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 Bank's Commitment Percentage. Each request for a Revolving Credit Loan made pursuant clause (c) of Section 2.02 and to Section 2.4 shall constitute a representation and warranty by the Borrower that fulfill the conditions set forth in Section 12 have been satisfied 4.03 (except to the extent other than clauses (a), (b), (c), (d), (f), (g), (m), or (n) thereof). (b) Notwithstanding any such condition has been waived and/or deferred in writing by the Agent and the required number other provision of Banks) as of the Closing Date and that the conditions set forth in Section 13 have been satisfied (except to the extent any such condition has been waived and/or deferred in writing by the Agent and the required number of Banks) on the date of such request 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 this Agreement which requires Borrowings to be made by 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 Bank unless (increase in connection with a Committed Lender’s Commitment, its Commitment Percentage is greater than the initial Revolving Credit Loan or Letter percentage which the Loans of Credit or other extension of credit) all such Committed Lender and its related Conduit Lenders constitutes of the conditions contained in Section 12 have been satisfied aggregate outstanding Loans of all 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, (except ii) payments of principal and interest on the Loans will be made to the extent any Lenders according to the respective outstanding principal amounts of such condition has been waived and/or deferred in writing by Loans, and (iii) outstanding Loans will be continued and converted according to their outstanding principal amounts rather than the Agent and the required number of Banks) as Committed Percentages 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)applicable Lenders.

Commitment to Lend. Subject (a) Each Committed Lender severally agrees, subject to the provisions Agent’s determination that the terms and conditions of Section 2.4 Sections 2.02 and 4.02 applicable to any Funding Date have been (i) satisfied or, (ii) solely to the extent permitted by the last sentence of this clause (a) temporarily waived by the Agent, which waiver shall last for a period of no longer than five (5) Business Days, or, (iii) in all other cases, waived by the Agent and all of the Lenders, and on the other terms and conditions set forth in this Agreement, each of the Banks severally agrees to lend make Loans to the Borrower, and the Borrower may borrow, repay, and reborrow from each Bank from time to time between the Closing Date and the Maturity Date upon notice by the Borrower to the Agent (with copies to the Agent for each Bank) given in accordance with Section 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 Bank's Commitment MINUS, without double counting, an amount equal to such Bank's Commitment Percentage 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 this Section 3.3 and the Maximum Drawing Amount; PROVIDED that the sum of the outstanding amount of the Revolving Credit Loans (after giving effect to all amounts requested), PLUS the Maximum Drawing Amount and, without double-counting the portion, if any, of any Letter of Credit which is drawn and included in the Revolving Credit Loans or the Maximum Drawing Amount, all outstanding Reimbursement Obligations, PLUS all outstanding Swingline Loans, PLUS all outstanding Bid Rate Loans, shall not at any time exceed the lesser of 2.01 on (i) the Total Commitment Initial Funding Date to finance the initial Railcars and related Leases owned by the Borrower prior to the date of this Agreement and (ii) each other Funding Date during the Borrowing Base Availability at such time, Period in order to fund the acquisition of Railcars and PROVIDED, FURTHER, that at the time related Leases by the Borrower requests a Revolving Credit Loan on such Funding Date. The Loans advanced on any Funding Date (including the Initial Funding Date) with respect to Railcars and after giving effect to the making thereof: related Leases shall not: (i) in the case of any borrowingCommitted Lender, exceed (after giving effect to 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 Loans of such request, Committed Lender and any Conduit Lender designated by such Committed Lender repaid concurrently with the making of such Loans) its Available Commitment; (ii) there has not occurred exceed the lesser of (A) the Unused Committed Amount and (B) the sum of: the product of: (x) the applicable Advance Rate with respect to each group of Eligible Railcars to be added to the Portfolio on such Funding Date (including the group of Eligible Railcars to be financed on the Initial Funding Date), or up to 100.00% if the aggregate amount of the Loans which would be outstanding, after giving effect to the Loans to be advanced on such Funding Date is not continuing equal to or less than the Borrowing Base; and (or will not occur by reason thereofy) any Default or Event 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 Default; it being acknowledged the Loans then outstanding (after giving effect to all Loans repaid concurrently with the making of such Loans), exceed the lesser of (A) the Committed Amount and agreed that the Borrower shall be permitted to request and borrow Loans if a Non-Material Breach (rather than a Default or Event of DefaultB) exists, PROVIDED that in the event that such Non-Material Breach relates to a Real Estate Asset forming part of the Borrowing Base at (after giving effect to the addition to and/or removal of the respective Aggregate FMV of any Eligible Railcars to be added to or removed from the Portfolio on such time, such Real Estate Asset Funding Date). Each Borrowing shall be excluded from the calculation in a minimum aggregate principal amount of Borrowing Base Availability for all purposes in the compliance certificate accompanying any Completed Loan Request. The Revolving Credit Loans $1,000,000 and 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 Bank's Commitment Percentage. Each request the transactions on any Funding Date, the Agent may in its sole discretion grant the Borrower a temporary waiver for a Revolving Credit Loan made pursuant 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 penultimate sentence of clause (b) of Section 2.4 shall constitute a representation 2.02 and warranty by the Borrower that to fulfill the conditions set forth in Section 12 have been satisfied 4.02 (except to the extent any such condition has been waived and/or deferred in writing by the Agent and the required number of Banksother than clauses (a), (b), (c), (d), (f), (g), (k), or (l) as of the Closing Date and that the conditions set forth in Section 13 have been satisfied (except to the extent any such condition has been waived and/or deferred in writing by the Agent and the required number of Banks) on the date of such request 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 metthereof). 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).762040188

Commitment to Lend. Subject to the provisions of Section 2.4 and the other terms and conditions set forth in this Credit Agreement, each Bank severally agrees to lend to the Borrower on the Closing Date the amount of its Term Percentage of the Banks principal amount of $25,000,000 (the "Aggregate Term Loan Amount"); provided however that at the request of the Borrower made no later than three (3) Business Days prior to the Closing Date each Bank severally agrees to lend to the Borrower on the Closing Date its Term Percentage of such lesser amount in an integral multiple of $1,000,000 (but not less than $22,000,000) as the Borrower may request (the "Initial Term Loan Amount"). In the event the portion of the Term Loan advanced on the Closing Date is less than the Aggregate Term Loan Amount and subject to the terms and conditions set forth in this Credit Agreement, each Bank severally agrees to lend to the Borrower, and upon not less than three (3) Business Days notice to the Borrower may borrowAgent, repay, and reborrow from each Bank from time to time between on a single date (the "Second Term Loan Disbursement Date") occurring no later than sixty (60) days after the Closing Date and the Maturity Date upon notice by the Borrower to the Agent amount of its Term Percentage of such amount (with copies to the Agent for each Bankin an integral multiple of $1,000,000) given in accordance with Section 2.4, such sums as are may be requested by the Borrower up not to a maximum aggregate principal amount outstanding (after giving effect to all amounts requested) at any one time equal to such Bank's Commitment MINUS, without double counting, an amount equal to such Bank's Commitment Percentage MULTIPLIED BY exceed the Aggregate Term Loan Amount less the Initial Term Loan Amount; provided that in no event shall 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; PROVIDED that the sum of the outstanding amount of the Revolving Credit Loans (after giving effect to all amounts requested), PLUS the Maximum Drawing Amount and, without double-counting the portion, if any, of any Letter of Credit which is drawn and included in the Revolving Credit Loans or the Maximum Drawing Amount, all outstanding Reimbursement Obligations, PLUS all outstanding Swingline Loans, PLUS all outstanding Bid Rate Loans, shall not at any time exceed the lesser of (i) the Total Commitment portion of the Term Loan advanced on the Closing Date and (ii) the Borrowing Base Availability at such time, and PROVIDED, FURTHER, that at portion of the time Term Loan advanced on the Second Term Loan Disbursement Date exceed the Aggregate Term Loan Amount. In the event the Borrower requests a Revolving Credit Loan and fails for any reason to borrow such portion prior to sixty (60) days 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 or if the Borrower fails to satisfy any conditions set forth in Section 12) have been met at 16 on the time proposed Second Term Loan Disbursement Date, then no further portion 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 Term Loan 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 advanced by 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 Bank's Commitment PercentageBanks hereunder. Each request for a Revolving Credit portion of the Term Loan hereunder shall be made pursuant by delivering a Loan Request to Section 2.4 the Agent setting forth the requested amount of such portion and shall constitute a representation and warranty by the Borrower that the conditions set forth in Section 12 15 and Section 16, in the case of the initial portion of the Term Loan to be made on the Closing Date, and Section 16, in the case of the portion of the Term Loan to be made on the Second Term Loan Disbursement Date, have been satisfied (except to the extent any such condition has been waived and/or deferred in writing by the Agent and the required number of Banks) as of the Closing Date and that the conditions set forth in Section 13 have been satisfied (except to the extent any such condition has been waived and/or deferred in writing by the Agent and the required number of Banks) on the date of such request 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)request.

Commitment to Lend. Subject (a) Upon the terms and subject to the provisions conditions of Section 2.4 and the other terms and conditions set forth in this Agreement, each of the Banks Bank severally agrees to lend to the Borrower, and Borrower such sums that the Borrower may borrowrequest, repayfrom the date hereof until but not including the Termination Date, and reborrow from each Bank from time to time between provided that the Closing Date and sum of the Maturity Date upon notice by the Borrower to the Agent (with copies to the Agent for each Bank) given in accordance with Section 2.4, such sums as are requested by the Borrower up to a maximum aggregate outstanding principal amount outstanding of all Loans and L/C Obligations from such Bank (after giving effect to all amounts requested) at shall not exceed such Bank's Commitment. LIBOR Rate Loans shall be in the minimum aggregate amount of $300,000 or whole multiples of $100,000 in addition thereto. (b) The Borrower shall give to the 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 one time equal 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) 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 Loan Request shall be irrevocable and binding on the Borrower 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 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 interest 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 form and substance satisfactory to such Bank's Commitment MINUS, without double counting, an in a principal amount equal to such Bank's Commitment Percentage 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; PROVIDED that the sum of the outstanding amount of the Revolving Credit Loans (after giving effect to all amounts requested), PLUS the Maximum Drawing Amount and, without double-counting the portion, if any, of any Letter of Credit which is drawn and included in the Revolving Credit Loans or the Maximum Drawing Amount, all outstanding Reimbursement Obligations, PLUS all outstanding Swingline Loans, PLUS all outstanding Bid Rate Loans, shall not at any time exceed the lesser of (i) the Total 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 in accordance with each Bank's Commitment Percentage. Each request for a Revolving Credit Loan made pursuant to Section 2.4 shall constitute a representation and warranty by the Borrower that the conditions set forth 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 that the conditions set forth in Section 13 have been satisfied (except to the extent any such condition has been waived and/or deferred in writing by the Agent and the required number of Banks) on the date of such request 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.

Commitment to Lend. Subject (a) The Lender agrees, on the terms of this Agreement (including, without limitation, Article 6) to make a Loan or Loans to the Borrower on any Business Day during the period commencing on the Effective Date and terminating on the Commitment Termination Date, in an aggregate principal amount of up to Four Billion Five Hundred Million and No/100 Dollars (US$4,500,000,000.00); provided that (i) subject to the provisions of clause (ii) of this Section 2.4 and 2.01(a), in no event shall the Lender be obligated to initially fund more than its Pro Rata Share of all Bi-Lateral Term Loans to be borrowed by the Borrower as of the applicable Borrowing Date; (ii) in the event that as of such Borrowing Date any one or more of the Bi-Lateral Lenders is a Defaulting Bi-Lateral Lender, then, notwithstanding any other provision of this Agreement or any of the other terms Loan Documents to the contrary, the Borrower shall be entitled to request through the fifth (5th) Business Day following such Borrowing Date one or more additional Loans hereunder and/or under any other Bi-Lateral Term Loan Agreement or Bi-Lateral Term Loan Agreements made available by any Bi-Lateral Lender that is not a Defaulting Bi-Lateral Lender, and (iii) in no event shall the Borrower accept loans from the Bi-Lateral Lenders that exceed Four Billion Five Hundred Million and No/100 Dollars (US4,500,000,000.00) in aggregate principal amount. On the date of this Agreement, the Borrower has entered into three other Bi-Lateral Term Loan Agreements, each with a stated commitment of Four Billion Five Hundred Million and No/100 Dollars (US4,500,000,000.00). Amounts borrowed and repaid or prepaid may not be reborrowed. (b) The Borrower shall give a Borrowing Notice in substantially the form of Exhibit A (or telephonic notice, promptly confirmed in writing) to the Lender prior to (i) 2:00 p.m., New York, New York time on the proposed Borrowing Date in the case of a Base Rate Loan, and (ii) 11:00 a.m., New York, New York time at least two (2) Eurodollar Business Days prior to the proposed Borrowing Date in the case of a Eurodollar Rate Loan, in either case, specifying (A) the Borrowing Date (which shall be a Business Day), (B) the amount of the requested Borrowing, (C) whether the requested Borrowing is of a Base Rate Loan or a Eurodollar Rate Loan or any combination thereof, and (D) in the case of a Eurodollar Rate Loan, the applicable Interest Period. Upon fulfillment of the applicable conditions set forth in this AgreementSection 6.01 or Section 6.02, each of as the Banks severally agrees to lend case may be, the Lender will make such funds available to the Borrower, and the Borrower may borrow, repay, and reborrow from each Bank from time by wire transfer to time between the Closing Date and the Maturity Date upon notice by the Borrower to the Agent (with copies to the Agent for each Bank) given such designated account in accordance with Section 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 Bank's Commitment MINUS, without double counting, an amount equal to such Bank's Commitment Percentage 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; PROVIDED that the sum of the outstanding amount of the Revolving Credit Loans (after giving effect to all amounts requested), PLUS the Maximum Drawing Amount and, without double-counting the portion, if any, of any Letter of Credit which is drawn and wire instructions included in the Revolving Credit Loans or the Maximum Drawing AmountBorrowing Notice, all outstanding Reimbursement Obligations, PLUS all outstanding Swingline Loans, PLUS all outstanding Bid Rate Loans, shall not at any time exceed the lesser of (i) the Total 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 borrowinga Eurodollar Rate Loan, all of the conditions in Section 13 (and in the case of any initial borrowing or other extension of credit prior to 9:00 a.m. on the Closing proposed Borrowing 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 in the case of a Base Rate Loan, within two (or will not occur 2) hours following the receipt by reason thereofthe Lender of such Borrowing Notice. (c) any Default or Event of Default; it being acknowledged and agreed that the Borrower The Borrowing 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 amount of the Borrowing Base at such time, such Real Estate Asset shall be excluded from the calculation US$10,000,000 or any larger integral multiple 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 Bank's Commitment Percentage. Each request for a Revolving Credit Loan made pursuant to Section 2.4 shall constitute a representation and warranty by the Borrower that the conditions set forth 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 that the conditions set forth in Section 13 have been satisfied (except to the extent any such condition has been waived and/or deferred in writing by the Agent and the required number of Banks) on the date of such request 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)US$1,000,000.