Common use of Commitment to Lend Clause in Contracts

Commitment to Lend. Subject to all the terms and conditions of this Agreement, and in reliance on the representations, warranties and covenants of Borrower set forth in this Agreement, Lender agrees to make loans of funds to Borrower during the Credit Period on a revolving basis (such loans being collectively hereinafter referred to as "LOANS" and each individually as a "LOAN"), in an aggregate cumulative total principal amount not to exceed five million Dollars (US $5,000,000). Lender's obligation to make Loans to Borrower under this Agreement is hereinafter referred to as the "COMMITMENT." Notwithstanding the foregoing, Lender will not be obligated to make a Loan to Borrower unless and until Borrower executes and delivers to Lender a Note (as defined in Section 2.2) for the principal amount of such Loan. In addition, Lender will not be obligated to advance any Loan to Borrower on or after the Maturity Date, and Lender's obligation to advance any Loan to Borrower is subject to satisfaction of all relevant terms and conditions of this Agreement, including but not limited to the conditions precedent and other provisions of Sections 5 (with respect to the initial Loan) and 6 (with respect to each Loan). Notwithstanding the foregoing, Lender will not be obligated to make a Loan to Borrower unless and until a Borrower first gives Lender written notice of Borrower's request for a Loan hereunder that sets forth the principal amount to the borrowed by Borrower under such requested Loan (a "LOAN NOTICE") and the date on which such Loan is requested to be advanced, which date shall not be sooner than five (5) Business Days following Lender's receipt of such Loan Notice. It is also agreed that amounts previously advanced by Lender pursuant to Section 12.01 of the Limited Liability Company Agreement dated as of October 29, 1997 shall be included as part of the Initial Loan.

Commitment to Lend. Subject to all the terms and conditions of this Agreement, and in reliance on the representations, warranties and covenants of Borrower set forth in this Agreement, Lender each of the Banks severally agrees to make loans of funds lend to Borrower during the Credit Period on Borrowers and the Borrowers may borrow, repay, and reborrow from time to time between the Closing Date and the Maturity Date upon notice by the Borrowers to the Agent given in accordance with (S)2.6, such sums as are requested by the Borrowers up to a revolving basis (such loans being collectively hereinafter referred to as "LOANS" and each individually as a "LOAN"), in an maximum aggregate cumulative total principal amount not outstanding (after giving effect to exceed five million Dollars all amounts requested) at any one time equal to such Bank's Commitment, minus such Bank's Commitment Percentage of the sum of the Maximum Drawing Amount and all Unpaid Reimbursement Obligations; provided that after giving effect to all amounts requested (US $5,000,000). Lender's obligation to make Loans to Borrower under this Agreement is hereinafter referred to as i) the "COMMITMENT." Notwithstanding sum of the foregoing, Lender will not be obligated to make a Loan to Borrower unless and until Borrower executes and delivers to Lender a Note (as defined in Section 2.2) for the principal outstanding amount of such Loanthe Loans plus the Maximum Drawing Amount and all Unpaid Reimbursement Obligations shall not at any time exceed the lesser of (a) the Total Commitment and (b) the amount to which the Borrowers' secured Obligations are limited as set forth in the proviso contained in (S)6 hereof; and (ii) the Borrowers are in compliance with the covenant contained in (S)10.4 hereof. In addition, Lender will not The Loans shall be obligated to advance any Loan to Borrower on or after the Maturity Date, and Lendermade pro rata in accordance with each Bank's obligation to advance any Loan to Borrower is subject to satisfaction of all relevant terms and conditions of this Agreement, including but not limited to the conditions precedent and other provisions of Sections 5 (with respect to the initial Loan) and 6 (with respect to each Loan)Commitment Percentage. Notwithstanding the foregoing, Lender will not be obligated to make a Loan to Borrower unless and until a Borrower first gives Lender written notice of Borrower's Each request for a Loan hereunder shall constitute a representation and warranty by the Borrowers that sets the conditions set forth in (S)11 and (S)12 hereof, in the principal amount case of the initial Loans to be made on the borrowed by Borrower under such requested Loan Closing Date, and (a "LOAN NOTICE") and S)12 hereof, in the case of all other Loans, have been satisfied on the date on which such Loan is requested to be advanced, which date shall not be sooner than five (5) Business Days following Lender's receipt of such Loan Noticerequest. It is also agreed that amounts previously advanced by Lender pursuant to Section 12.01 The parties hereto hereby agree that, on and as of the Limited Liability Company Closing Date, the loans outstanding under the Existing Credit Agreement dated as of October 29, 1997 shall be included as part of the Initial Loanbecome Loans hereunder.

Commitment to Lend. Subject to all (a) On the terms and conditions of this Agreement, set forth herein and in reliance on subject to the representations, warranties and covenants of Borrower conditions set forth in this AgreementSection 7.01 hereof, Lender agrees to shall, on the Tranche A Funding Date, make loans of funds a loan hereunder to Borrower during in a principal amount equal to the Credit Period Tranche A Commitment. The Tranche A Commitment shall automatically terminate upon funding of the Tranche A Loan on the Tranche A Funding Date. CERTAIN CONFIDENTIAL PORTIONS OF THIS EXHIBIT WERE OMITTED AND REPLACED WITH “[***]”. A COMPLETE VERSION OF THIS EXHIBIT HAS BEEN FILED SEPARATELY WITH THE SECRETARY OF THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO AN APPLICATION REQUESTING CONFIDENTIAL TREATMENT UNDER RULE 406 PROMULGATED UNDER THE SECURITIES ACT OF 1933, AS AMENDED. (b) On the terms and conditions set forth herein and subject to the conditions set forth in Section 7.02 hereof, Lender shall, on the Tranche B Funding Date, make a revolving basis loan hereunder to Borrower in a principal amount equal to the Tranche B Commitment. The Tranche B Commitment shall automatically terminate on the earliest to occur of: (i) the Tranche B Funding Date, (ii) the Tranche B Commitment Expiration Time (regardless of whether the Tranche B Loan has been funded at such loans being collectively hereinafter referred to as "LOANS" and each individually as a "LOAN"time), (iii) the occurrence of a Change of Control (whether or not Lender has demanded prepayment pursuant to Section 3.02(b)); (iv) the occurrence of an Acceleration Event; and (v) delivery of a Notice of Optional Prepayment in an aggregate cumulative total principal respect of all or part of the Tranche A Loan. (c) Lender’s commitment to lend hereunder is not revolving in nature, and any amount of the Loans repaid or prepaid may not to exceed five million Dollars (US $5,000,000)be reborrowed. Lender's obligation to make Loans to Borrower under this Agreement is hereinafter referred to as For the "COMMITMENT." Notwithstanding the foregoingavoidance of doubt, Lender will not shall in no event be obligated required to make a Loan to Borrower unless and until Borrower executes and delivers to Lender a Note (as defined in Section 2.2) loan for less than the principal amount of such Loan. In addition, Lender will not be obligated to advance any Loan to Borrower full Tranche B Commitment on or after the Maturity Tranche B Funding Date, and Lender's obligation to advance any Loan to Borrower is subject to satisfaction of all relevant terms and conditions of this Agreement, including but not limited to the conditions precedent and other provisions of Sections 5 (with respect to the initial Loan) and 6 (with respect to each Loan). Notwithstanding the foregoing, Lender will not be obligated to make a Loan to Borrower unless and until a Borrower first gives Lender written notice of Borrower's request for a Loan hereunder that sets forth the principal amount to the borrowed by Borrower under such requested Loan (a "LOAN NOTICE") and the date on which such Loan is requested to be advanced, which date shall not be sooner than five (5) Business Days following Lender's receipt of such Loan Notice. It is also agreed that amounts previously advanced by Lender pursuant to Section 12.01 of the Limited Liability Company Agreement dated as of October 29, 1997 shall be included as part of the Initial Loan.

Commitment to Lend. Subject to all the terms and conditions of this Agreement, and in reliance on the representations, warranties and covenants of Borrower set forth in this Agreement, each Lender hereby severally and not jointly agrees to make loans of funds a term loan in Dollars (the “Initial Term Loan” and collectively with any Additional Term Loans (as defined below), the “Term Loans”) to the Borrower during on the Credit Period on a revolving basis (such loans being collectively hereinafter referred to as "LOANS" and each individually as a "LOAN")Initial Funding Date, in an aggregate cumulative total principal amount not equal to exceed five million Dollars (US $5,000,000). such Lender's obligation to make Loans to Borrower under this Agreement is hereinafter referred to as the "COMMITMENT." Notwithstanding the foregoing, Lender will not be obligated to make a Loan to Borrower unless and until Borrower executes and delivers to Lender a Note (as defined in Section 2.2) for Commitment Percentage of the principal amount of $350,000,000 (or such Loanlesser amount as shall be requested by the Borrower). In additionThe aggregate amount of the Initial Term Loans to be made hereunder shall not exceed $350,000,000. The Initial Term Loan shall be made by the Lenders simultaneously and proportionately to their respective Commitment Percentages, it being understood that no Lender will not shall be obligated responsible for any failure by any other Lender to advance any Loan to Borrower on or after the Maturity Date, and Lender's perform its obligation to advance make the Initial Term Loan hereunder nor shall the Initial Term Loan of any Lender be increased or decreased as a result of any such failure. The Commitments shall expire on the earlier of (i) the date on which the Initial Term Loan is made and (ii) December 4, 2006; provided that if a portion of the Loans have been repaid in accordance with §2.10(c), then the Commitments shall be reinstated to Borrower is subject the extent of and in an amount equal to satisfaction the portion of all relevant the Loans so repaid (the “Reinstated Commitments”) and such Reinstated Commitments shall be available for reborrowing in accordance with the next paragraph. Subject to the terms and conditions of set forth in this Agreement, including but each Lender hereby severally and not limited jointly agrees to make an additional term loan in a single draw in Dollars (the “Additional Term Loan”) to the conditions precedent Borrower on the Additional Funding Date, in an amount equal to such Lender's Commitment Percentage of the principal amount of the Reinstated Commitments as shall be requested by the Borrower. The amount of the Additional Term Loan shall not exceed the amount of the Reinstated Commitments, and other provisions the aggregate outstanding amount of Sections 5 the Term Loans (with respect after giving effect to the initial such Additional Term Loan) shall not exceed $350,000,000. The Additional Term Loan shall be made by the Lenders simultaneously and 6 (with respect proportionately to each Loan). Notwithstanding the foregoingtheir respective Commitment Percentages, it being understood that no Lender will not shall be obligated responsible for any failure by any other Lender to perform its obligation to make an Additional Term Loan hereunder nor shall the Additional Term Loan of any Lender be increased or decreased as a result of any such failure. The Reinstated Commitment shall expire on the earlier of (i) the date on which the Additional Term Loan to Borrower unless is made and until a Borrower first gives Lender written notice of Borrower's (ii) January 31, 2007. Each request for a Loan hereunder made pursuant to §2.5 hereof shall constitute a representation and warranty by the Borrower that sets the conditions set forth in §10 have been satisfied as of the principal amount to Closing Date and that the borrowed by Borrower under such requested Loan (a "LOAN NOTICE") and conditions set forth in §11 have been satisfied on the date of such request and will be satisfied on which the proposed Drawdown Date of the requested Loan, provided that the making of such representation and warranty by the Borrower shall not limit the right of any Lender not to lend if such conditions have not been met. No Loan is requested shall be required to be advanced, which date shall not be sooner than five (5) Business Days following Lender's receipt of such Loan Notice. It is also agreed that amounts previously advanced made by any Lender pursuant to Section 12.01 unless all of the Limited Liability Company Agreement dated conditions contained in §10 have been satisfied as of October 29, 1997 shall be included as part the Closing Date and all of the Initial conditions set forth in §11 have been met at the time of any request for a Loan.

Commitment to Lend. Subject to all (a) On the terms and conditions of this Agreement, and in reliance on the representations, warranties and covenants of Borrower set forth in this Agreement, Lender agrees to make secured loans of funds to Borrower during the Credit Period on a revolving basis (Owner, such loans being collectively hereinafter referred to be made in two Tranches, “Tranche A Loans” and “Tranche B Loans” as "LOANS" and each individually as a "LOAN")provided below, in an aggregate cumulative total principal amount not up to exceed five million Dollars (US $5,000,000)its Commitment specified opposite the Lender’s name on Schedule I hereto. Lender's obligation The Loans shall be made pursuant to make the terms hereof and Loan Certificates evidencing such Loans shall be issued pursuant to Borrower under this Agreement is hereinafter referred to as the "COMMITMENT." Notwithstanding terms hereof and shall be substantially in the foregoingform set out in Exhibit A. The Loans shall be secured by a first priority mortgage and security interest in the Designated Aircraft and a collateral assignment of the Lease and certain other property associated therewith. Once repaid, Lender will the Loans made hereunder may not be obligated reborrowed. (b) The Loans shall be made by reference to make a particular “Tranche”. The “Tranche” of any Loan shall be designated as “Tranche A” or “Tranche B”. The Loans shall relate to Borrower unless and until Borrower executes and delivers the Aircraft. The Tranche of each Loan shall be indicated on the face of the Loan Certificate relating to Lender a Note (as defined in Section 2.2) for the principal amount of such Loan. (c) Schedule I hereto sets out the Tranche of Loans that the Lender has irrevocably elected to make. In additionAny Loan initially made as a Tranche A Loan shall be and remain a Tranche A Loan, Lender will not be obligated to advance and any Loan initially made as a Tranche B Loan shall be and remain a Tranche B Loan, in each case, regardless of the holder thereof. A Loan, once made as a particular Tranche, shall only be transferred, assigned and/or reissued as such Tranche, entitling its holder to Borrower on or after the Maturity Daterights, and Lender's obligation to advance any Loan to Borrower is subject to satisfaction of all relevant terms and conditions of this Agreement, including but not limited subjecting such holder to the conditions precedent and other provisions obligations, applicable to such Tranche only, as further set forth herein. (d) The aggregate Original Amount of Sections 5 (with respect to the initial Loan) and 6 (with respect to each Loan). Notwithstanding Tranche A Loans shall not exceed the foregoingTranche A Commitment Amount, Lender will not be obligated to make a Loan to Borrower unless and until a Borrower first gives Lender written notice of Borrower's request for a Loan hereunder that sets forth the principal amount to the borrowed by Borrower under such requested Loan (a "LOAN NOTICE") and the date on which such Loan is requested to be advanced, which date aggregate Original Amount of the Tranche B Loans shall not be sooner than five (5) Business Days following Lender's receipt of such Loan Notice. It is also agreed that amounts previously advanced by Lender pursuant to Section 12.01 of exceed the Limited Liability Company Agreement dated as of October 29, 1997 shall be included as part of the Initial LoanTranche B Commitment Amount.

Commitment to Lend. Subject to all (a) Upon the terms and subject to the conditions of this Agreement, and Bank agrees to lend to the Borrower such sums that the Borrower may request, from the date hereof until but not including the Termination Date, provided that the sum of the outstanding principal amount of all Loans (after giving effect to all amounts requested) shall not exceed the Commitment. LIBOR Rate Loans shall be in reliance the minimum aggregate amount of $300,000 or whole multiples of $100,000 in addition thereto. (b) The Borrower shall give to Bank, written Notice in the form of Exhibit B attached hereto of each Loan requested to be made hereunder (a "Loan Request") (i) no later than 12:00 noon, New York time, on the representations, warranties proposed Drawdown Date of any Base Rate Loan and covenants (ii) no less than three (3) LIBOR Business Days prior to the proposed Drawdown Date of Borrower set forth in this Agreement, Lender agrees to make loans of funds to Borrower during the Credit Period on a revolving basis any LIBOR Rate Loan. Each such Notice shall specify (such loans being collectively hereinafter referred to as "LOANS" and each individually as a "LOAN"), in an aggregate cumulative total principal amount not to exceed five million Dollars (US $5,000,000). Lender's obligation to make Loans to Borrower under this Agreement is hereinafter referred to as the "COMMITMENT." Notwithstanding the foregoing, Lender will not be obligated to make a Loan to Borrower unless and until Borrower executes and delivers to Lender a Note (as defined in Section 2.2A) for 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. In addition, Lender will not Each Loan Request shall be obligated irrevocable and binding on the Borrower and shall obligate the Borrower to advance any accept the Loan requested from Bank on the proposed Drawdown Date. Subject to Borrower on or after the Maturity Date, and Lender's obligation to advance any Loan to Borrower is subject to satisfaction of all relevant terms and conditions of this Agreement, including but not limited to the conditions precedent and other provisions of Sections 5 (with respect to the initial Loan) and 6 (with respect to each Loan). Notwithstanding the foregoing, Lender will not be obligated so long as Bank's Commitment is then in effect and the applicable conditions set forth in Section 6.2 hereof have been met, Bank shall advance the amount requested to make a Loan to Borrower unless and until a Borrower first gives Lender written notice of the Borrower's request for a bank account as designated on the applicable Loan hereunder that sets forth Request (or such other account as Bank may designate) in immediately available funds not later than the close of business on such Drawdown Date. (c) The obligation of the Borrower to repay Bank the principal amount to of the borrowed respective Loans and interest accrued thereon shall be evidenced by Borrower under such requested Loan a promissory note (a "LOAN NOTICENote") and substantially in the date on which such Loan is requested to be advancedform of Exhibit C attached hereto, which date shall not be sooner than five (5) Business Days following Lender's receipt of such Loan Notice. It is also agreed that amounts previously advanced by Lender pursuant to Section 12.01 of the Limited Liability Company Agreement dated as of October 29, 1997 the date hereof and completed with appropriate insertions. The Note shall be included as part executed and delivered by the Borrower and payable to the order of Bank, in form and substance satisfactory to Bank, in a principal amount equal to the Initial LoanCommitment.

Commitment to Lend. (a) Subject to all the terms and conditions of this Agreement, and in reliance on the representations, warranties and covenants of Borrower set forth in this Agreement, Lender each Bank severally agrees to make revolving loans of funds (collectively as to all Banks, the "Revolving Loans") to the Borrower from time to time on any Business Day during the Credit Period on a revolving basis period from the date hereof to (such loans being collectively hereinafter referred to but not including) the Commitment Expiry Date, as "LOANS" and each individually as a "LOAN"), may be requested by the Borrower. Each Revolving Loan made by the Banks shall be in an aggregate cumulative total principal amount not to exceed five million Dollars (US $5,000,000). Lender's obligation to make Loans to Borrower under this Agreement is hereinafter referred to as the "COMMITMENT." Notwithstanding the foregoing, Lender will not be obligated to make a Loan to Borrower unless and until Borrower executes and delivers to Lender a Note (as defined in Section 2.2) for the principal amount 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. In additionWithin the limits of the provisions of this Section 2.1, Lender the Borrower may borrow, repay pursuant to Section 2.9 or prepay pursuant to Section 2.10(a) and reborrow under this Section 2.1(a) from time to time until the Commitment Expiry Date. (b) Subject to the terms hereof, each Bank will lend to the Borrower, on the Commitment Expiry Date, a term loan (collectively as to all Banks, the "Term Loans") that shall not exceed, in the aggregate principal amount, the lesser of (i) such Bank's Commitment Amount and (ii) the aggregate principal amount of Revolving Loans made by such Bank then outstanding (it being understood that the proceeds of such Loans will be obligated applied to advance any the repayment in full of all such outstanding Revolving Loans); provided that (i) at the time of such Term Loan, and after giving effect thereto, the M Portion of all outstanding Term Loans shall not exceed 50% of the current market value of the securities constituting Margin Stock in the Borrower's investment portfolio, as set forth on the schedule of portfolio securities delivered by the Borrower with the applicable Loan Request; (ii) at the time of such Term Loan, and after giving effect thereto, the NM Portion of all outstanding Term Loans shall not exceed 50% of the current market value of Eligible Assets, as set forth on the schedule of portfolio securities delivered by the Borrower with the applicable Loan Request; and (iii) at no time shall the aggregate outstanding principal amount of all 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 Borrower on or occur after the Maturity Commitment Expiry Date. (c) Provided that no Default shall have occurred and be continuing, and Lender's obligation 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 advance any Loan to Borrower is subject to satisfaction of all relevant terms and conditions of this Agreement, including but not limited to the conditions precedent and other provisions of Sections 5 (with respect to the initial Loan) and 6 (with respect to each such Eurodollar Loan). Notwithstanding The Borrower shall give the foregoing, Lender will not be obligated to make a Loan to Borrower unless and until a Borrower first gives Lender written Agent prior notice of Borrower's request for a Loan hereunder that sets forth the principal amount to the borrowed by Borrower under each such requested Loan conversion (a "LOAN NOTICE") and the date on which such Loan is requested to be advanced, which date shall not be sooner than five (5) Business Days following Lender's receipt of such Loan Notice. It is also agreed that amounts previously advanced by Lender pursuant to Section 12.01 of the Limited Liability Company Agreement dated as of October 29, 1997 notice shall be included as part of the Initial Loaneffective upon receipt) in accordance with Section 2.2.

Commitment to Lend. Subject Each Committed Lender severally agrees, subject to all the Agent’s determination that the terms and conditions of this AgreementSections 2.02 and 4.02 applicable to the Closing Date have been (a) satisfied or, (b) in all other cases, waived by the Agent and the Supermajority Lenders, and in reliance on the representations, warranties other terms and covenants of Borrower conditions set forth in this Agreement, Lender agrees to make loans a loan (relative to a Committed Lender, its “Loan”) to the Borrower equal to such Committed Lender’s Commitment Percentage of funds the aggregate amount of the Borrowing of Loans to be made on the Closing Date pursuant to this Section 2.01 in a single Borrowing prior to the Commitment Termination Date in order to fund the acquisition of Railcars and related Leases by the Borrower during on the Credit Period Closing Date. The Loans advanced on a revolving basis the Closing Date with respect to any Railcars and related Leases shall not: (such loans being collectively hereinafter referred i) exceed the lesser of (A) the Initial Principal Amount and (B) the product of (x) the Advance Rate multiplied by (y) the Aggregate Original Value of all Eligible Railcars to as "LOANS" and each individually as a "LOAN")be added to the Portfolio on the Closing Date; and (ii) in the case of any Committed Lender, exceed its Commitment. The Borrowing shall be made, severally, from the Committed Lenders in an aggregate cumulative total principal amount not proportion to exceed five million Dollars (US $5,000,000)their respective Commitments. Lender's The Committed Lenders have no obligation to make any Loans to hereunder except as expressly set forth in this Agreement. Within the foregoing limits, the Borrower may borrow under this Agreement is hereinafter referred to as the "COMMITMENT." Notwithstanding the foregoingSection 2.01, Lender will not be obligated to make a Loan to Borrower unless and until Borrower executes and delivers to Lender a Note (as defined in Section 2.2) for the principal amount of such Loan. In additionrepay, Lender will not be obligated to advance any Loan to Borrower on or after the Maturity Dateor, and Lender's obligation to advance any Loan to Borrower is subject to satisfaction of all relevant terms and conditions of this Agreement, including but not limited to the conditions precedent and other provisions of Sections 5 (with respect to the initial Loan) and 6 (with respect to each Loan). Notwithstanding the foregoingextent permitted or required by Section 2.07, Lender will prepay, Loans, but may not be obligated to make a Loan to Borrower unless and until a Borrower first gives Lender written notice of Borrower's request for a Loan hereunder that sets forth the principal amount to the borrowed by Borrower reborrow under such requested Loan (a "LOAN NOTICE") and the date on which such Loan is requested to be advanced, which date shall not be sooner than five (5) Business Days following Lender's receipt of such Loan Notice. It is also agreed that amounts previously advanced by Lender pursuant to this Section 12.01 of the Limited Liability Company Agreement dated as of October 29, 1997 shall be included as part of the Initial Loan2.01.

Commitment to Lend. Subject Each Committed Lender severally agrees, subject to all the Agent’s determination that the terms and conditions of this AgreementSections 2.02 and 4.02 applicable to the Closing Date have been (a) satisfied or, (b) in all other cases, waived by the Agent and the Supermajority Lenders, and in reliance on the representations, warranties other terms and covenants of Borrower conditions set forth in this Agreement, Lender agrees to make loans a loan (relative to a Committed Lender, its “ Loan ”) to the Borrower equal to such Committed Lender’s Commitment Percentage of funds the aggregate amount of the Borrowing of Loans to be made on the Closing Date pursuant to this Section 2.01 in a single Borrowing prior to the Commitment Termination Date in order to fund the acquisition of Railcars and related Leases by the Borrower during on the Credit Period Closing Date. The Loans advanced on a revolving basis the Closing Date with respect to any Railcars and related Leases shall not: (such loans being collectively hereinafter referred i) exceed the lesser of (A) the Initial Principal Amount and (B) the product of (x) the Advance Rate multiplied by (y) the Aggregate Original Value of all Eligible Railcars to as "LOANS" and each individually as a "LOAN")be added to the Portfolio on the Closing Date; and (ii) in the case of any Committed Lender, exceed its Commitment. The Borrowing shall be made, severally, from the Committed Lenders in an aggregate cumulative total principal amount not proportion to exceed five million Dollars (US $5,000,000)their respective Commitments. Lender's The Committed Lenders have no obligation to make any Loans to hereunder except as expressly set forth in this Agreement. Within the foregoing limits, the Borrower may borrow under this Agreement is hereinafter referred to as the "COMMITMENT." Notwithstanding the foregoingSection 2.01 , Lender will not be obligated to make a Loan to Borrower unless and until Borrower executes and delivers to Lender a Note (as defined in Section 2.2) for the principal amount of such Loan. In additionrepay, Lender will not be obligated to advance any Loan to Borrower on or after the Maturity Dateor, and Lender's obligation to advance any Loan to Borrower is subject to satisfaction of all relevant terms and conditions of this Agreement, including but not limited to the conditions precedent and other provisions of Sections 5 (with respect to the initial Loan) and 6 (with respect to each Loan). Notwithstanding the foregoingextent permitted or required by Section 2.07 , Lender will prepay, Loans, but may not be obligated to make a Loan to Borrower unless and until a Borrower first gives Lender written notice of Borrower's request for a Loan hereunder that sets forth the principal amount to the borrowed by Borrower reborrow under such requested Loan (a "LOAN NOTICE") and the date on which such Loan is requested to be advanced, which date shall not be sooner than five (5) Business Days following Lender's receipt of such Loan Notice. It is also agreed that amounts previously advanced by Lender pursuant to this Section 12.01 of the Limited Liability Company Agreement dated as of October 29, 1997 shall be included as part of the Initial Loan2.01 .

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

Commitment to Lend. Subject to all the terms and conditions of this Agreement, and in reliance on the representations, warranties and covenants of Borrower set forth in this Agreement, Lender agrees to make loans of funds to Borrower during the Credit Period on a revolving basis (such loans being collectively hereinafter referred to as "LOANSLoans" and each individually as a "LOANLoan"), in an aggregate cumulative total principal amount not to exceed five million Dollars one hundred thousand (US $5,000,000)100,000) dollars. Lender's obligation to make Loans to Borrower under this Agreement is hereinafter referred to as the "COMMITMENTCommitment." Notwithstanding the foregoing, Lender will not be obligated to make a Loan to Borrower unless and until Borrower executes and delivers to Lender a Note (as defined in Section 2.2) for the principal amount of such Loan. In addition, Lender will not be obligated to advance any Loan to Borrower on or after the Maturity Date, and Lender's obligation to advance any Loan to Borrower is subject to satisfaction of all relevant terms and conditions of this Agreement, including but not limited to the conditions precedent and other provisions of Sections 5 (with respect to the initial Loan) and 6 (with respect to each Loan). Notwithstanding the foregoing, Lender will not be obligated to make a Loan to Borrower unless and until a Borrower first gives Lender written notice of Borrower's request for a Loan hereunder that sets forth the principal amount to the borrowed by Borrower under such requested Loan (a "LOAN NOTICELoan Notice") and the date on which such Loan is requested to be advanced, which date shall not be sooner than five (5) Business Days following Lender's receipt of such Loan Notice. It is also agreed that amounts previously advanced by Lender pursuant to Section 12.01 of the Limited Liability Company Agreement dated as of October 29, 1997 shall be included as part of the Initial Loan.

Commitment to Lend. (a) Subject to all the terms and conditions of this Agreement, and in reliance on the representations, warranties and covenants of Borrower set forth in this Credit Agreement, Lender each of the Lenders severally agrees to make loans lend to the Borrowers, or either of funds them, and the Borrowers, or either of them, may borrow, repay, and reborrow from time to Borrower during time between the Credit Period on Closing Date and the Maturity Date upon notice by the Borrowers, or either of them, to the Agent given in accordance with Section 2.6, such sums as are requested by the Borrowers, or either of them, up to a revolving basis maximum aggregate amount outstanding (after giving effect to all amounts requested) at any one time equal to such loans being collectively hereinafter referred to as "LOANS" and each individually as a "LOAN"), in an aggregate cumulative total principal amount not to exceed five million Dollars (US $5,000,000). Lender's obligation to make Loans to Borrower under this Agreement is hereinafter referred to as Commitment minus such Lender's Commitment Percentage of the "COMMITMENT." Notwithstanding sum of the foregoingMaximum Drawing Amount and all Unpaid Reimbursement Obligations, Lender will not be obligated to make a Loan to Borrower unless and until Borrower executes and delivers to Lender a Note (as defined in Section 2.2) for provided that the principal sum of the outstanding amount of such Loanthe Loans (after giving effect to all amounts requested) plus the Maximum Drawing Amount and all Unpaid Reimbursement Obligations shall not at any time exceed the Total Commitment. In addition, Lender will not The Loans shall be obligated to advance any Loan to Borrower on or after the Maturity Date, and made pro rata in accordance with each Lender's obligation to advance any Loan to Borrower is subject to satisfaction of all relevant terms and conditions of this Agreement, including but not limited to the conditions precedent and other provisions of Sections 5 (with respect to the initial Loan) and 6 (with respect to each Loan)Commitment Percentage. Notwithstanding the foregoing, Lender will not be obligated to make a Loan to Borrower unless and until a Borrower first gives Lender written notice of Borrower's Each request for a Loan hereunder shall constitute a representation and warranty by the Borrowers that sets the conditions set forth in Section 10 and Section 11, in the principal amount case of the initial Loans to be made on the borrowed by Borrower under Closing Date, and Section 11, in the case of all other Loans, have been satisfied on the date of such requested Loan request. (a "LOAN NOTICE"b) and other amounts owing to them under the date on which Loan Documents in connection with such Loan is requested to be advanced, which date shall not be sooner than five (5) Business Days following Lender's receipt of such Loan Notice. It is also agreed that amounts previously advanced by Lender assignment pursuant to Section 12.01 18 hereof, with the registration fee payable pursuant to Section 18.3 hereof in connection with such assignment to be payable by the Borrowers), then the Maturity Date shall be deemed to be March 31, 2001 for all purposes hereunder. A consent, if any, or refusal, to the extension of the Limited Liability Company Agreement dated as of October 29, 1997 Maturity Date shall be included as part given by each of the Initial LoanLenders no later than sixty (60) days after the Extension Request Date, provided that if any Lender does not respond to the Borrowers' request on or prior to sixty (60) days after the Extension Request Date, such Lender shall be deemed to have refused such request to extend the Maturity Date.

Commitment to Lend. Subject to all (a) Upon the terms and subject to the conditions of this Agreement, and provided that no Default or Event of Default shall have occurred and be continuing, the Lender agrees to make to the Borrower, a Loan in reliance the amount of the Commitment, provided, however, that the outstanding principal amount of the Loan shall not exceed twenty-two percent (22%) of the aggregate amount of the Acquisition Costs. (b) The Borrower shall notify the Lender in writing, not later than 11:00 a.m. New York time, on the representationsDrawdown Date of the amount of the Loan being requested (a "Loan Request"), warranties which Loan Request shall include: (i) the principal amount of the Loan requested, and covenants (ii) all instructions necessary to allow the deposit on the Drawdown Date of the Loan proceeds to the Borrower's account or to such account as the Borrower may direct. Subject to the Borrower's compliance with this Section 2.1, so long as the applicable conditions set forth in this AgreementAgreement under Section 6 hereof have been met, the Lender agrees shall advance the amount specified in the Loan Request to make loans of funds to Borrower during the Credit Period on a revolving basis (such loans being collectively hereinafter referred to as "LOANS" and each individually as a "LOAN")account specified in the Loan Request, in an aggregate cumulative total immediately available funds, not later than the close of business on the Drawdown Date. (c) The obligation of the Borrower to repay to the Lender the principal amount not to exceed five million Dollars of the Loan so requested, plus interest accrued thereon, shall be evidenced by a promissory note in the form of Exhibit C hereto (US $5,000,000). Lender's obligation to make Loans to Borrower under this Agreement is hereinafter referred to as the "COMMITMENT." Notwithstanding Note"), dated the foregoingDrawdown Date by the Borrower, in an original principal amount equal to the amount of the Commitment, such Note to be executed and delivered by the Borrower to the Lender will not be obligated or its registered assigns, in form and substance satisfactory to make a Loan to the Lender. Upon execution and delivery thereof, the Borrower unless and until Borrower executes and delivers to Lender a shall inscribe in the Note (as defined in Section 2.2) for the principal amount of such Loanthe Note, where contemplated. In addition, Lender will not The Note shall be obligated to advance any Loan to delivered by the Borrower on or after the Maturity Date, and Lender's obligation to advance any Loan to Borrower is subject to satisfaction of all relevant terms and conditions of this Agreement, including but not limited to the conditions precedent Lender at the time of and other provisions with the Loan Request of Sections 5 (with respect to the initial Loan) and 6 (with respect to each Loan)Borrower. Notwithstanding the foregoing, Lender will not be obligated to make a Loan to The Borrower unless and until a Borrower first gives Lender written notice of Borrower's request for a Loan hereunder that sets forth the principal amount to the borrowed by Borrower under such requested Loan (a "LOAN NOTICE") and the date on which such Loan is requested to be advanced, which date shall not be sooner than five (5) Business Days following Lender's receipt of such Loan Notice. It is also agreed that amounts previously advanced by Lender deliver therewith all fully-executed Security Documents required pursuant to Section 12.01 3. The Borrower hereby authorizes the Lender, or its duly authorized agent, to endorse on the grid attached as Schedule A to the Note an appropriate notation evidencing the amount of each advance to the Borrower, which, in the absence of manifest error, shall be conclusive as to the outstanding principal amount of the Limited Liability Company Loan; provided, however, that the failure to make such notation shall not limit or otherwise affect the obligation of the Borrower to the Lender under this Agreement or the Note. (d) Upon receipt by the Borrower of evidence satisfactory to it of the loss, theft, destruction or mutilation of the Note, and (in case of loss, theft or destruction) of indemnity reasonably satisfactory to it, and upon surrender and cancellation of such Note, if mutilated, the Borrower, upon reimbursement to it of all reasonable expenses incidental thereto, shall make and deliver to the Lender a new Note, of like tenor, in lieu of such Note. Any Note made and delivered in accordance with the provisions of this Section 2.1 shall be dated as of October 29, 1997 shall be included as part of the Initial Loandate to which interest has been paid on the Note so replaced.

Commitment to Lend. Subject to all the terms and conditions of this Agreement, and in reliance on the representations, warranties and covenants of Borrower set forth in this Agreement, Lender agrees to make loans or advances of funds to Borrower during the Credit Period on a revolving basis (such loans being collectively hereinafter referred to as "'LOANS" ' and each individually as a "'LOAN"'), in an aggregate cumulative total principal amount not to exceed five one million Dollars (US $5,000,0001,000,000). Lender's obligation to make Loans to Borrower under this Agreement is hereinafter referred to as the "'COMMITMENT." ' Notwithstanding the foregoing, Lender will not be obligated to make a Loan to Borrower unless and until Borrower executes and delivers to Lender a Note (as defined in Section 2.2) for the principal amount of such Loan. In addition, Lender will not be obligated to advance any Loan to Borrower on or after the Maturity Date, and Lender's obligation to advance any Loan to Borrower is subject to satisfaction of all relevant terms and conditions of this Agreement, including but not limited to the conditions precedent and other provisions of Sections 5 (with respect to the initial Loan) and 6 (with respect to each Loan). Notwithstanding the foregoing, Lender will not be obligated to make a Loan to Borrower unless and until a Borrower first gives Lender written notice of Borrower's request for a Loan hereunder that sets forth the principal amount to the borrowed by Borrower under such requested Loan (a "'LOAN NOTICE") and the date on which such Loan is requested to be advanced, which date shall not be sooner than five two (52) Business Days following Lender's receipt of such Loan Notice. It is also agreed that amounts previously advanced by In addition, Lender pursuant will not be obligated to Section 12.01 advance any Loan to or on behalf of Borrower except as set forth in the Limited Liability Company Agreement dated as of October 29, 1997 shall be included as part of the Initial LoanMaster Agreement.

Commitment to Lend. Subject to all 2.1.1. The Revolving Credit A Loans. Each Bank severally agrees, on the terms and conditions of this Agreement, and in reliance on the representations, warranties and covenants of Borrower set forth in this Agreementherein, Lender agrees to make loans of funds to Borrower the Company from time to time on any Business Day during the period from the Closing Date to the Revolving Credit Period on a revolving basis (such loans being collectively hereinafter referred to as "LOANS" and each individually as a "LOAN")A Loan Maturity Date, in an aggregate cumulative total principal amount not to exceed five million Dollars at any time outstanding the amount set forth on Schedule 2.1 (US $5,000,000). Lender's obligation to make Loans to Borrower under this Agreement is hereinafter referred to 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 "COMMITMENT." Notwithstanding Revolver A Commitment"); provided, however, that, (a) after giving effect to any Borrowing and application of the foregoingproceeds thereof, Lender will not be obligated to make a Loan to Borrower unless and until Borrower executes and delivers to Lender a Note (as defined in Section 2.2) for the aggregate principal amount of such Loanall outstanding Revolving Credit A Loans plus the aggregate L/C Obligations and the Competitive Bid Loans, shall not at any time exceed the Total Revolver A Commitment and (b) after giving effect to any Borrowing and application of the proceeds thereof, the aggregate principal amount of all outstanding Loans plus the aggregate L/C Obligations shall not at any time exceed the Total Commitment. In additionWithin the limits of each Bank's Revolver A Commitment, Lender will not be obligated and subject to advance the other terms and conditions hereof, the Company may borrow under this Section 2.1.1, prepay under Section 2.8 and reborrow under this Section 2.1.1. 2.1.2. The Revolving Credit 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 to Borrower on or after the 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 Lenderapplication of the proceeds thereof, the aggregate principal amount of all outstanding Revolving Credit B Loans shall not at any time exceed the Total Revolver B Commitment and (b) after giving effect to any Borrowing and application of the proceeds thereof, the aggregate principal amount of all outstanding Loans plus the aggregate L/C Obligations shall not at any time exceed the Total Commitment. Within the limits of each Bank's obligation to advance any Loan to Borrower is Revolver B Commitment, and subject to satisfaction of all relevant the other terms and conditions of hereof, the Company may borrow under this AgreementSection 2.1.2, including but not limited to the conditions precedent prepay under Section 2.8 and other provisions of Sections 5 (with respect to the initial Loan) and 6 (with respect to each Loan). Notwithstanding the foregoing, Lender will not be obligated to make a Loan to Borrower unless and until a Borrower first gives Lender written notice of Borrower's request for a Loan hereunder that sets forth the principal amount to the borrowed by Borrower reborrow under such requested Loan (a "LOAN NOTICE") and the date on which such Loan is requested to be advanced, which date shall not be sooner than five (5) Business Days following Lender's receipt of such Loan Notice. It is also agreed that amounts previously advanced by Lender pursuant to this Section 12.01 of the Limited Liability Company Agreement dated as of October 29, 1997 shall be included as part of the Initial Loan2.1.2.

Commitment to Lend. Subject The parties hereto acknowledge and agree that, on the Restatement Closing Date, the aggregate outstanding principal amount of the “Loans”, under and as defined in the Existing Loan Agreement, is $319,741,666.74 (collectively, the “Existing Loans”). The Borrower hereby represents, warrants, agrees, covenants and confirms that as of the Restatement Closing Date it has no defense, setoff, claim or counterclaim against the Administrative Agent, any of the Lenders or any other Person with respect to all its Obligations in respect of the Existing Loans. Each Lender severally agrees, on the Restatement Closing Date, subject to the Administrative Agent’s determination that the terms and conditions of this AgreementSections 2.02, 4.01 and 4.02 have been satisfied or waived by the Administrative Agent and the Lenders, and in reliance on the representations, warranties other terms and covenants of Borrower conditions set forth in this Agreement, Lender agrees to make loans a loan (each, a “Loan”) to the Borrower equal to such ▇▇▇▇▇▇’s Commitment Percentage of funds the aggregate amount of the Borrowing of Loans to be made on the Restatement Closing Date as requested by the Borrower during pursuant to Section 2.02 in a single Borrowing in order to refinance the Credit Period Existing Portfolio and fund the acquisition of the Additional Portfolio by the Borrower on the Restatement Closing Date; provided, that, with respect to any Lender holding a revolving basis (portion of the Existing Loans, such loans being collectively hereinafter referred ▇▇▇▇▇▇’s Commitment to as "LOANS" and each individually as lend a "LOAN"), portion of the Loans to the Borrower on the Restatement Closing Date shall be deemed satisfied in an aggregate cumulative total amount equal to its portion of the then outstanding principal amount of the Existing Loans. The Loans advanced (which for purposes of this sentence, for the avoidance of doubt, shall be deemed to include the Existing Loans) on the Restatement Closing Date with respect to any Railcars and related Leases shall not (i) exceed the lesser of (x) the Initial Principal Amount and (y) the Advance and (ii) in the case of any Lender, exceed its Commitment. Each of the parties hereto hereby agrees (a) that the aggregate outstanding principal amount of the Existing Loans shall be and hereby is, from and following the Restatement Closing Date, continued and reconstituted into a portion of the aggregate outstanding principal amount of the Loans made to exceed five million Dollars (US $5,000,000). Lender's obligation to make Loans to the Borrower under this Agreement is hereinafter referred to as in like amount, without constituting a novation, and shall and hereby does constitute a portion of the "COMMITMENT." Notwithstanding the foregoing, Lender will not be obligated to make a Loan to Borrower unless and until Borrower executes and delivers to Lender a Note (as defined in Section 2.2) for the aggregate outstanding principal amount of such Loan. In additionthe Loans for all purposes hereunder and under the other Loan Documents and (b) that concurrently therewith, Lender will not be obligated to advance any Loan to Borrower on or after the Maturity Date, and Lender's obligation to advance any Loan to Borrower is subject to satisfaction of all relevant terms and conditions by their execution of this Agreement, including but not limited the Lenders have assigned such Loans among themselves, such that, after giving effect to the conditions precedent and other provisions of Sections 5 (transactions contemplated by this Agreement, such Loans shall be allocated among the Lenders in accordance with respect their respective Commitment Percentages. Within the foregoing limits, the Borrower may borrow under this Section 2.01, repay, or, to the initial Loan) and 6 (with respect to each Loan). Notwithstanding the foregoingextent permitted or required by Section 2.07, Lender will prepay, Loans, but may not be obligated to make a Loan to Borrower unless and until a Borrower first gives Lender written notice of Borrower's request for a Loan hereunder that sets forth the principal amount to the borrowed by Borrower reborrow Loans under such requested Loan (a "LOAN NOTICE") and the date on which such Loan is requested to be advanced, which date shall not be sooner than five (5) Business Days following Lender's receipt of such Loan Notice. It is also agreed that amounts previously advanced by Lender pursuant to this Section 12.01 of the Limited Liability Company Agreement dated as of October 29, 1997 shall be included as part of the Initial Loan2.01 or otherwise.

Commitment to Lend. Subject Each Committed Lender severally agrees, subject to all the Agent's determination that the terms and conditions of this Agreement, Sections 2.02 and in reliance 4.02 applicable to any Funding Date have been satisfied or waived by the Agent and on the representations, warranties other terms and covenants of Borrower conditions set forth in this Agreement, Lender agrees to make loans of funds to Borrower during the Credit Period on a revolving basis (such loans being collectively hereinafter referred to as "LOANS" and each individually as a "LOAN"), in an aggregate cumulative total principal amount not to exceed five million Dollars (US $5,000,000). Lender's obligation to make Loans to the Borrower under pursuant to this Agreement is hereinafter referred Section 2.01 on each Funding Date during the Availability Period in order to as fund the "COMMITMENT." Notwithstanding acquisition of Railcars and related Leases by the foregoingBorrower on such Funding Date. The Loans advanced on any Funding Date with respect to any Railcars and related Leases shall not: (i) in the case of any Committed Lender, exceed (after giving effect to all Loans of such Committed Lender will not and any Conduit Lender designated by such Committed Lender repaid concurrently with the making of such Loans) its Available Commitment; (ii) exceed the lesser of (A) the Unused Commitment Amount and (B) the product of the Advance Rate multiplied by the aggregate Fair Market Value of all Eligible Railcars included in such Railcars; or (iii) when added to the 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 obligated added to make a Loan to Borrower unless and until Borrower executes and delivers to Lender a Note (as defined or removed from the Portfolio on such Funding Date). Each Borrowing shall be in Section 2.2) for the an 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, or, in each case, any larger amount (except that any such LoanBorrowing may be in the aggregate amount of the unused Commitments) and shall be made from the several Committed Lenders ratably in proportion to their respective Commitments. The Lenders have no obligation to make any Loan hereunder except as expressly set forth in this Agreement. Within the foregoing limits, the Borrower may borrow under this Section 2.01, repay, or, to the extent permitted by Section 2.07, prepay, Loans and reborrow under this Section 2.01. In addition, Lender will not be obligated to advance connection with the transactions on any Loan to Borrower on or after the Maturity Funding Date, the Agent may in its sole discretion grant the Borrower an extension of time in performing its obligations under Section 2.02 and Lender's obligation to advance any Loan to Borrower is subject to satisfaction of all relevant terms and conditions of this Agreement, including but not limited to in fulfilling the conditions precedent and other provisions of Sections 5 (with respect to the initial Loan) and 6 (with respect to each Loan). Notwithstanding the foregoing, Lender will not be obligated to make a Loan to Borrower unless and until a Borrower first gives Lender written notice of Borrower's request for a Loan hereunder that sets set forth the principal amount to the borrowed by Borrower under such requested Loan (a "LOAN NOTICE") and the date on which such Loan is requested to be advanced, which date shall not be sooner than five (5) Business Days following Lender's receipt of such Loan Notice. It is also agreed that amounts previously advanced by Lender pursuant to in Section 12.01 of the Limited Liability Company Agreement dated as of October 29, 1997 shall be included as part of the Initial Loan4.02.

Commitment to Lend. Subject to all the terms and conditions of this Agreement, and in reliance on the representations, warranties and covenants of Borrower set forth in this Credit Agreement, Lender each Bank severally agrees to make loans lend to the Borrower on the Closing Date the amount of funds to Borrower during the Credit Period on a revolving basis (such loans being collectively hereinafter referred to as "LOANS" and each individually as a "LOAN"), in an aggregate cumulative total principal amount not to exceed five million Dollars (US $5,000,000). Lender's obligation to make Loans to Borrower under this Agreement is hereinafter referred to as the "COMMITMENT." Notwithstanding the foregoing, Lender will not be obligated to make a Loan to Borrower unless and until Borrower executes and delivers to Lender a Note (as defined in Section 2.2) for its Term Percentage of the 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 Loanlesser 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 additionthe 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, Lender will each Bank severally agrees to lend to the Borrower, upon not less than three (3) Business Days notice to the Agent, on a single date (the "Second Term Loan Disbursement Date") occurring no later than sixty (60) days after the Closing Date the amount of its Term Percentage of such amount (in an integral multiple of $1,000,000) as may be obligated requested by the Borrower not to advance exceed the Aggregate Term Loan Amount less the Initial Term Loan Amount; provided that in no event shall the sum of (i) the portion of the Term Loan advanced on the Closing Date and (ii) the portion of the Term Loan advanced on the Second Term Loan Disbursement Date exceed the Aggregate Term Loan Amount. In the event the Borrower fails for any reason to borrow such portion prior to sixty (60) days after the Closing Date, or if the Borrower fails to satisfy any conditions set forth in Section 16 on the proposed Second Term Loan Disbursement Date, then no further portion of the Term Loan shall be advanced by the Banks hereunder. Each request for a portion of the Term Loan hereunder shall be made by delivering a Loan Request to 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 15 and Section 16, in the case of the initial portion of the Term Loan to Borrower be made on or after the Maturity Closing Date, and Lender's obligation to advance any Section 16, in the case of the portion of the Term Loan to Borrower is subject to satisfaction of all relevant terms and conditions of this Agreementbe made on the Second Term Loan Disbursement Date, including but not limited to the conditions precedent and other provisions of Sections 5 (with respect to the initial Loan) and 6 (with respect to each Loan). Notwithstanding the foregoing, Lender will not be obligated to make a Loan to Borrower unless and until a Borrower first gives Lender written notice of Borrower's request for a Loan hereunder that sets forth the principal amount to the borrowed by Borrower under such requested Loan (a "LOAN NOTICE") and have been satisfied on the date on which such Loan is requested to be advanced, which date shall not be sooner than five (5) Business Days following Lender's receipt of such Loan Notice. It is also agreed that amounts previously advanced by Lender pursuant to Section 12.01 of the Limited Liability Company Agreement dated as of October 29, 1997 shall be included as part of the Initial Loanrequest.

Commitment to Lend. Subject (a) Each Lender severally agrees, subject to all the terms and conditions set forth in this Agreement (including Article IV), to make Revolving Loans to the Borrower pursuant to this Section 2.01 on each Funding Date during the Availability Period. Each such advance shall be subject to the following: (i) Each Lender’s Commitment Percentage of this Agreementthe Revolving Loans advanced as part of any Borrowing shall not exceed such Lender’s Available Commitment; and (ii) The Revolving Loans advanced in any Borrowing shall not, when added to the aggregate principal amount of Credit Extensions then outstanding, exceed the Borrowing Base (after giving effect to the addition to and/or removal of the Aggregate Value of any Eligible Railcars to be added to or removed from the Portfolio on such Funding Date). Each Borrowing shall be in a minimum aggregate principal amount of $1,000,000 or in integral multiples of $100,000 in excess thereof and shall be made from the several Lenders ratably in reliance on the representations, warranties and covenants of Borrower proportion to their respective Commitments. The Lenders have no obligation to make any Revolving Loan hereunder except as expressly set forth in this Agreement. Within the foregoing limits, Lender agrees the Borrower may borrow under this Section 2.01, repay, or, to make loans the extent permitted by Section 2.08, prepay, Revolving Loans and reborrow under this Section 2.01. (a) Notwithstanding any other provision of funds this Agreement which requires Borrowings to Borrower during be made from the Credit Period Lenders ratably in proportion to the respective Commitments of such Lenders, or which requires payments of principal and interest on a revolving basis (such loans being collectively hereinafter referred to as "LOANS" and each individually as a "LOAN"), in an aggregate cumulative total principal amount not to exceed five million Dollars (US $5,000,000). Lender's obligation to make the Revolving Loans to Borrower under this Agreement is hereinafter referred be made and allocated, or Revolving Loans to as be continued or converted, based on Commitment Percentages rather than outstanding principal amounts: (i) payments of principal and interest on the "COMMITMENT." Notwithstanding Revolving Loans will be made to the foregoing, Lender will not be obligated Lenders according to make a Loan to Borrower unless and until Borrower executes and delivers to Lender a Note (as defined in Section 2.2) for the respective outstanding principal amount amounts of such Loan. In additionRevolving Loans, Lender and (ii) outstanding Revolving Loans will not be obligated continued and converted according to advance any Loan to Borrower on or after their outstanding principal amounts rather than the Maturity Date, and Lender's obligation to advance any Loan to Borrower is subject to satisfaction of all relevant terms and conditions of this Agreement, including but not limited to the conditions precedent and other provisions of Sections 5 (with respect to the initial Loan) and 6 (with respect to each Loan). Notwithstanding the foregoing, Lender will not be obligated to make a Loan to Borrower unless and until a Borrower first gives Lender written notice of Borrower's request for a Loan hereunder that sets forth the principal amount to the borrowed by Borrower under such requested Loan (a "LOAN NOTICE") and the date on which such Loan is requested to be advanced, which date shall not be sooner than five (5) Business Days following Lender's receipt of such Loan Notice. It is also agreed that amounts previously advanced by Lender pursuant to Section 12.01 Commitment Percentages of the Limited Liability Company Agreement dated as of October 29, 1997 shall be included as part of the Initial Loanapplicable Lenders.

Commitment to Lend. (a) Tranche A Commitment. Subject to all the terms and conditions of this Agreement, and in reliance on the representations, warranties and covenants of Borrower set forth in this Credit Agreement, Lender each of the Tranche A Banks severally agrees to make loans lend to the Borrower, and the Borrower may borrow, repay, and reborrow from time to time from the Closing Date up to but not including the Tranche A Conversion Date, upon notice by the Borrower to the Agent given in accordance with Section 2.5, such sums as are requested by the Borrower up to a maximum aggregate principal amount outstanding (after giving effect to all amounts requested) at any one time equal to such Bank's Tranche A Commitment then in effect, provided that (i) the sum of funds the outstanding Tranche A Loans (after giving effect to all amounts requested) shall not at any time exceed the lesser of (A) the Tranche A Total Commitment then in effect and (B) the Borrowing Base and (ii) the sum of the outstanding Tranche A Loans and the outstanding Tranche B Loans (after giving effect to all amounts requested) shall not at any time exceed ninety-five percent (95%) of the Eligible Consumer Loan Amount. Notwithstanding anything herein to the contrary, the Borrower during acknowledges, confirms and agrees that it shall not be entitled to receive, nor shall any Bank be required to make, any Tranche A Loan if and to the Credit Period on a revolving basis extent that: (such loans being collectively hereinafter referred i) the Borrower has failed to substantially adhere to the Business Plan, including the Senior Lender Advance Schedule, as "LOANS" determined by the Required Banks in their sole and each individually as a "LOAN"absolute discretion; or (ii) the most recent Weekly Flash Report delivered to the Banks in accordance with Section 7.4(n), indicates that the Borrower has in an aggregate cumulative total principal amount not to exceed excess of five million Dollars dollars (US $5,000,000)) in Available Cash on Hand. LenderThe Tranche A Loans shall be made pro rata in accordance with each Bank's obligation to make Loans to Tranche A Commitment Percentage. Each request for a Tranche A Loan hereunder shall constitute a representation and warranty by the Borrower under this Agreement is hereinafter referred to as that the "COMMITMENT." Notwithstanding conditions set forth in Section 10 and Section 11, in the foregoing, Lender will not be obligated to make a case of the initial Tranche A Loan to Borrower unless and until Borrower executes and delivers to Lender a Note (as defined in Section 2.2) for be made on the principal amount of such Loan. In addition, Lender will not be obligated to advance any Loan to Borrower on or after the Maturity Closing Date, and Lender's obligation to advance any Loan to Borrower is subject to satisfaction Section 11, in the case of all relevant terms and conditions of this Agreementother Tranche A Loans, including but not limited to the conditions precedent and other provisions of Sections 5 (with respect to the initial Loan) and 6 (with respect to each Loan). Notwithstanding the foregoing, Lender will not be obligated to make a Loan to Borrower unless and until a Borrower first gives Lender written notice of Borrower's request for a Loan hereunder that sets forth the principal amount to the borrowed by Borrower under such requested Loan (a "LOAN NOTICE") and have been satisfied on the date on which such Loan is requested to be advanced, which date shall not be sooner than five (5) Business Days following Lender's receipt of such Loan Notice. It is also agreed that amounts previously advanced by Lender pursuant to Section 12.01 of the Limited Liability Company Agreement dated as of October 29, 1997 shall be included as part of the Initial Loanrequest.

Commitment to Lend. Subject to all (a) Upon the terms and subject to the conditions of this AgreementAgreement and while the Commitment is outstanding, and in reliance on the representations, warranties and covenants of Borrower set forth in this Agreement, Lender SingTel NA agrees to make loans of funds lend to the Borrower during such sums that the Credit Period on a revolving basis (such loans being collectively hereinafter referred Borrower may request up to as "LOANS" and each individually as a "LOAN"), in an aggregate cumulative total principal amount equal to the Borrowing Limit at any time and from time to time until the Expiration Date, the proceeds of which shall be applied by the Borrower for Equipment Expenditures by the Borrower specifically provided for in the Annual Budget. The Borrower may not to exceed five million Dollars (US $5,000,000)reborrow amounts borrowed and repaid hereunder. Lender's obligation to make Loans to Borrower under this Agreement is hereinafter referred to as the "COMMITMENT." Notwithstanding the foregoing, Lender will not shall be obligated to make in a Loan to Borrower unless and until Borrower executes and delivers to Lender a Note (as defined in Section 2.2) for the minimum aggregate principal amount of such Loan. In additionU.S.$250,000. (b) The Borrower shall notify SingTel NA in writing, Lender will not be obligated to advance any Loan to Borrower on or after the Maturity Date, and Lender's obligation to advance any Loan to Borrower is subject to satisfaction of all relevant terms and conditions of this Agreement, including but not limited to the conditions precedent and other provisions of Sections 5 (with respect to the initial Loan) and 6 (with respect to each Loan). Notwithstanding the foregoing, Lender will not be obligated to make a Loan to Borrower unless and until a Borrower first gives Lender written notice of Borrower's request for a Loan hereunder that sets forth the principal amount to the borrowed by Borrower under such requested Loan (a "LOAN NOTICE") and the date on which such Loan is requested to be advanced, which date shall not be sooner later than five (5) Business Days following Lender's receipt preceding the Drawdown Date (which must be a Business Day) of each Loan requested hereunder. Any such notice (a "Loan Request") shall ------------ specify (i) the principal amount of such Loan, (ii) the proposed Drawdown Date, and (iii) (in sufficient detail to permit SingTel NA to verify the same) the specific Equipment Expenditures provided for in the Annual Budget (including the approximate timing thereof which shall be no later than twenty (20) days from the Drawdown Date and no earlier than three (3) months prior to the Drawdown Date (and not in any event before the date hereof) in respect of which the Loan NoticeRequest is being made. It Such notice may not be revoked after two (2) days before the applicable Drawdown Date. Subject to the foregoing, so long as the Commitment is also agreed that amounts previously advanced then in effect and the applicable conditions set forth in (S)6 hereof have been met, SingTel NA shall advance the amount requested to the Borrower by Lender pursuant to Section 12.01 transfer of immediately available funds not later than the close of business in Boston on such Drawdown Date. (c) The obligation of the Limited Liability Company Agreement dated as Borrower to repay to SingTel NA the principal of October 29, 1997 each Loan and interest accrued thereon shall be included as part evidenced by a promissory note in the form of Annex A attached hereto (each such promissory ------- note,a "Note"), completed with appropriate insertions, dated the Initial Drawdown Date ---- of such Loan, in a principal amount equal to the amount thereof, having a term of three (3) years from the Drawdown Date, executed and delivered by the Borrower and payable to the order of SingTel NA. (d) In consideration of SingTel NA's commitments and undertakings hereunder, the Borrower shall pay to SingTel NA, concurrently with the execution and delivery hereof, and in good funds, a facility fee in the amount of One Million One Hundred Eighty-One Thousand Two Hundred Fifty Dollars (U.S.$1,181,250).

Commitment to Lend. (a) Subject to all the terms and conditions of this Agreement, and in reliance on the representations, warranties and covenants of Borrower set forth in this Agreement, each Lender agrees to make loans of funds to Borrower during the Credit Period on a revolving basis (such loans being collectively hereinafter referred to as "LOANSLoans" and each individually as a "LOANLoan"), in an aggregate cumulative total principal amount not to exceed five million Dollars hundred thousand (US $5,000,000500,000.00) dollars (the "Commitment") according to such Lender's pro rata part as set forth in the signature pages hereto; provided however; the initial loan shall be in the amount of $200,000 (the "Initial Loan") and unless otherwise agreed to by the Lender each such additional Loan shall be in an amount not less than $150,000.00 (the "Base Rate Borrowing"). Lender's obligation In the event the difference between the Commitment and the outstanding Loans is less than the Base Rate Borrowing, then the amount to make Loans to Borrower under this Agreement is hereinafter referred to as be borrowed shall be the "COMMITMENT." difference between the Commitment and Base Rate Borrowing. Notwithstanding the foregoing, on any date of determination, the aggregate amount of the Loans shall never exceed the Commitment and Borrower may not draw down more than once in any thirty (30) day period. (b) Notwithstanding the foregoing, no Lender will not be obligated to make a Loan to Borrower Borrower: (i) unless and until Borrower executes and delivers to such Lender a Note (as defined in Section 2.2) for the principal amount of such Loan. In addition, Lender will not be obligated to advance any Loan to Borrower on or ; (ii) after the Maturity Date, Credit Period; (iii) unless and Lender's obligation to advance any Loan to Borrower is subject to satisfaction of until all relevant terms and conditions of this Agreement, including but not limited to the conditions precedent and other provisions of Sections 5 6 (with respect to All Loans), 7 (with respect to the initial Second Tranche of the Loan) ), and 6 8 (with respect to each the Third and Fourth Tranche of the Loan). Notwithstanding the foregoing, Lender will not be obligated to make a Loan to Borrower ) have been satisfied in full; and (iv) unless and until a Borrower first gives the Lender written notice of Borrower's request for a Loan hereunder that sets forth (x) the principal amount to the be borrowed by Borrower under such requested Loan, and (y) that the Borrower has met the condition precedent to such Loan together with evidence of such condition being met (a "LOAN NOTICELoan Notice"), and (z) and the date on which such Loan is requested to be advanced, which date shall not be sooner than five (5) Business Days following Lender's Lenders' receipt of such Loan Notice. It is also agreed that amounts previously advanced by Lender pursuant to Section 12.01 of the Limited Liability Company Agreement dated as of October 29, 1997 shall be included as part of the Initial Loan.

Commitment to Lend. Subject to all Each Lender severally agrees that it will, during the Revolving Credit Period, on the terms and conditions of this Agreement, and in reliance on the representations, warranties and covenants of Borrower set forth in this Agreement, Lender agrees lend to make loans of funds DART, from time to Borrower during the Credit Period on a revolving basis (such loans being collectively hereinafter referred time, amounts up to, but not to as "LOANS" and each individually as a "LOAN")exceed, in an aggregate cumulative total principal amount not at any one time outstanding equal to exceed five million Dollars (US $5,000,000)its Commitment. Lender's obligation Subject to make Loans to Borrower under this Agreement is hereinafter referred to as the "COMMITMENT." Notwithstanding the foregoing, Lender will not be obligated to make a Loan to Borrower unless and until Borrower executes and delivers to Lender a Note (as defined in Section 2.2) for the principal amount of such Loan. In addition, Lender will not be obligated to advance any Loan to Borrower on or after the Maturity Date, and Lender's obligation to advance any Loan to Borrower is subject to satisfaction of all relevant terms and conditions provisions of this Agreement, including but without limitation Article III hereof, each Loan by a Lender under this Section shall be made in its Lender’s Percentage of such amount as may be requested by an Authorized Officer or the Issuing and Paying Agent pursuant to a Notice of Loan submitted to such Lender. The amount requested in a Notice of Loan to be used to pay the principal of Eligible Notes at maturity shall not limited exceed the lesser of (i) an amount equal to the conditions precedent and other provisions principal of Sections 5 (with respect to the initial Loan) and 6 (with respect to each Loan). Notwithstanding the foregoing, Lender will not be obligated to make a Loan to Borrower unless and until a Borrower first gives Lender written notice of Borrower's request for a Loan hereunder that sets forth the principal amount to the borrowed by Borrower under such requested Loan (a "LOAN NOTICE") and Eligible Notes maturing on the date on which such Loan amount is requested to be advanced, which advanced less the proceeds from the sale of Commercial Paper Notes issued on such date and (ii) the Aggregate Available Principal Component. The amount requested in a Notice of Loan to be used to pay interest accrued on Eligible Notes at maturity shall not exceed the lesser of (A) an amount equal to interest accrued on Eligible Notes to be sooner than five (5) Business Days following Lender's receipt repaid with the portion of such Loan Noticedescribed in clause (a)(i) of this Section and (B) the Aggregate Available Interest Component. It is also agreed that amounts previously advanced by Lender pursuant to Section 12.01 Amounts may not be requested hereunder for any purpose other than the payment of the Limited Liability Company Agreement dated as principal of October 29and interest on Eligible Notes at maturity. DART may borrow under this Section, 1997 shall be included as part of prepay under Section 2.07, and reborrow under this Section at any time and from time to time during the Initial LoanRevolving Credit Period.

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

Commitment to Lend. Subject (I) Each Lender severally agrees, subject to all the terms and conditions set forth in this Agreement (including Article IV), to make Revolving Loans to the Borrower pursuant to this Section 2.01 on each Funding Date during the Availability Period. Each such advance shall be subject to the following: (i) Each Lender’s Commitment Percentage of this Agreementthe Revolving Loans advanced as part of any Borrowing shall not exceed such Lender’s Available Commitment; and (ii) The Revolving Loans advanced in any Borrowing shall not, when added to the aggregate principal amount of Credit Extensions then outstanding, exceed the Borrowing Base (after giving effect to the addition to and/or removal of the Aggregate Value of any Eligible Railcars to be added to or removed from the Portfolio on such Funding Date). Each Borrowing shall be in a minimum aggregate principal amount and in reliance on integral multiples specified in Section 2.03(a) and shall be made from the representations, warranties and covenants of Borrower several Lenders ratably in proportion to their respective Commitments. The Lenders have no obligation to make any Revolving Loan hereunder except as expressly set forth in this Agreement. Within the foregoing limits, Lender agrees the Borrower may borrow under this Section 2.01, repay, or, to make loans the extent permitted by Section 2.08, prepay, Revolving Loans and reborrow under this Section 2.01. (a) Notwithstanding any other provision of funds this Agreement which requires Borrowings to Borrower during be made from the Credit Period Lenders ratably in proportion to the respective Commitments of such Lenders, or which requires payments of principal and interest on a revolving basis (such loans being collectively hereinafter referred to as "LOANS" and each individually as a "LOAN"), in an aggregate cumulative total principal amount not to exceed five million Dollars (US $5,000,000). Lender's obligation to make the Revolving Loans to Borrower under this Agreement is hereinafter referred be made and allocated, or Revolving Loans to as be continued or converted, based on Commitment Percentages rather than outstanding principal amounts: (i) payments of principal and interest on the "COMMITMENT." Notwithstanding Revolving Loans will be made to the foregoing, Lender will not be obligated Lenders according to make a Loan to Borrower unless and until Borrower executes and delivers to Lender a Note (as defined in Section 2.2) for the respective outstanding principal amount amounts of such Loan. In additionRevolving Loans, Lender and (ii) outstanding Revolving Loans will not be obligated continued and converted according to advance any Loan to Borrower on or after their outstanding principal amounts rather than the Maturity Date, and Lender's obligation to advance any Loan to Borrower is subject to satisfaction of all relevant terms and conditions of this Agreement, including but not limited to the conditions precedent and other provisions of Sections 5 (with respect to the initial Loan) and 6 (with respect to each Loan). Notwithstanding the foregoing, Lender will not be obligated to make a Loan to Borrower unless and until a Borrower first gives Lender written notice of Borrower's request for a Loan hereunder that sets forth the principal amount to the borrowed by Borrower under such requested Loan (a "LOAN NOTICE") and the date on which such Loan is requested to be advanced, which date shall not be sooner than five (5) Business Days following Lender's receipt of such Loan Notice. It is also agreed that amounts previously advanced by Lender pursuant to Section 12.01 Commitment Percentages of the Limited Liability Company Agreement dated as of October 29, 1997 shall be included as part of the Initial Loanapplicable Lenders.

Commitment to Lend. Subject (a) Each Committed Lender severally agrees, subject to all the Agent’s determination that the terms and conditions of Sections 2.02 and 4.02 applicable to any Funding Date have been (i) satisfied or, (ii) solely to the extent permitted by the last sentence of this Agreementclause (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 in reliance on the representations, warranties other terms and covenants of Borrower conditions set forth in this Agreement, Lender agrees to make loans of funds to Borrower during the Credit Period on a revolving basis (such loans being collectively hereinafter referred to as "LOANS" and each individually as a "LOAN"), in an aggregate cumulative total principal amount not to exceed five million Dollars (US $5,000,000). Lender's obligation to make Loans to the Borrower under pursuant to this Section 2.01 on (i) the Initial Funding Date to finance the initial Railcars and related Leases owned by the Borrower prior to the date of this Agreement is hereinafter referred and (ii) each other Funding Date during the Availability Period in order to as fund the "COMMITMENT." Notwithstanding acquisition of Railcars and related Leases by the foregoing, Lender will not be obligated to make a Loan to Borrower unless and until Borrower executes and delivers to Lender a Note (as defined in Section 2.2) for the principal amount of such Loan. In addition, Lender will not be obligated to advance any Loan to Borrower on or after such Funding Date. The Loans advanced on any Funding Date (including the Maturity Initial Funding Date, and Lender's obligation to advance any Loan to Borrower is subject to satisfaction of all relevant terms and conditions of this Agreement, including but not limited to the conditions precedent and other provisions of Sections 5 () with respect to Railcars and related Leases shall not: (i) in the initial Loancase of any Committed Lender, exceed (after giving effect to all Loans of such Committed Lender and any Conduit Lender designated by such Committed Lender repaid concurrently with the making of such Loans) its Available Commitment; (ii) exceed the lesser of (A) the Unused Committed Amount and 6 (B) the sum of: the product of: (x) the applicable Advance Rate with respect to each Loangroup of Eligible Railcars to be added to the Portfolio on such Funding Date (including the group of Eligible Railcars to be financed on the Initial Funding Date), or up to 100.00% if the aggregate amount of the Loans which would be outstanding, after giving effect to the Loans to be advanced on such Funding Date is equal to or less than the Borrowing Base; and (y) the Aggregate FMV with respect to all such Eligible Railcars to be added to the Portfolio on such Funding Date; or (iii) when added to the aggregate amount of the Loans then outstanding (after giving effect to all Loans repaid concurrently with the making of such Loans), exceed the lesser of (A) the Committed Amount and (B) the Borrowing Base (after giving effect to the addition to and/or removal of the respective Aggregate FMV of any Eligible Railcars to be added to or removed from the Portfolio on such Funding Date). Notwithstanding Each Borrowing shall be in a minimum aggregate principal amount of $1,000,000 and shall be made from the foregoing, Lender will not be obligated several Committed Lenders ratably in proportion to their respective Commitments. The Lenders have no obligation to make any Loan hereunder except as expressly set forth in this Agreement. Within the foregoing limits, the Borrower may borrow under this Section 2.01, repay, or, to the extent permitted by Section 2.07, prepay, Loans and reborrow under this Section 2.01. In connection with the transactions on any Funding Date, the Agent may in its sole discretion grant the Borrower a Loan to Borrower unless and until a Borrower first gives Lender written notice of Borrower's request temporary waiver for a Loan hereunder that sets forth specified period of time (which, for the principal amount to the borrowed by Borrower under such requested Loan (avoidance of doubt, shall last for a "LOAN NOTICE") and the date on which such Loan is requested to be advanced, which date shall not be sooner period of no longer than five (5) Business Days following Lender's receipt of such Loan Notice. It is also agreed that amounts previously advanced by Lender pursuant Days) to Section 12.01 perform its obligations under clauses (i) or (ii) of the Limited Liability Company Agreement dated as penultimate sentence of October 29clause (b) of Section 2.02 and to fulfill the conditions set forth in Section 4.02 (other than clauses (a), 1997 shall be included as part of the Initial Loan.(b), (c), (d), (f), (g), (k), or (l) thereof). 762040188

Commitment to Lend. Subject to all (a) Upon the terms and subject to the conditions of this Agreement, each Bank severally agrees to lend to the Borrower such sums that the Borrower may request, from the date hereof until but not including the Termination Date, provided that the sum of the outstanding principal amount of all Loans and L/C Obligations from such Bank (after giving effect to all amounts requested) shall not exceed such Bank's Commitment. LIBOR Rate Loans shall be in reliance 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 representations, warranties proposed Drawdown Date of any Base Rate Loan and covenants (ii) no less than three (3) LIBOR Business Days prior to the proposed Drawdown Date of Borrower set forth in this Agreement, Lender agrees to make loans of funds to Borrower during the Credit Period on a revolving basis any LIBOR Rate Loan. Each such Notice shall specify (such loans being collectively hereinafter referred to as "LOANS" and each individually as a "LOAN"), in an aggregate cumulative total principal amount not to exceed five million Dollars (US $5,000,000). Lender's obligation to make Loans to Borrower under this Agreement is hereinafter referred to as the "COMMITMENT." Notwithstanding the foregoing, Lender will not be obligated to make a Loan to Borrower unless and until Borrower executes and delivers to Lender a Note (as defined in Section 2.2A) for 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. In addition, Lender will not Each Loan Request shall be obligated irrevocable and binding on the Borrower and shall obligate the Borrower to advance any accept the Loan requested from the applicable Bank on the proposed Drawdown Date. Subject to Borrower on or after the Maturity Date, and Lender's obligation to advance any Loan to Borrower is subject to satisfaction of all relevant terms and conditions of this Agreement, including but not limited to the conditions precedent and other provisions of Sections 5 (with respect to the initial Loan) and 6 (with respect to each Loan). Notwithstanding the foregoing, Lender will not be obligated 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 make a Loan to Borrower unless and until a Borrower first gives Lender written notice of the Borrower's request for a bank account as designated on the applicable Loan hereunder that sets forth 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 amount to of the borrowed respective Loans and interest accrued thereon shall be evidenced by Borrower under such requested Loan a promissory note (a "LOAN NOTICENote") and substantially in the date on which such Loan is requested to be advancedform of Exhibit C attached hereto, which date shall not be sooner than five (5) Business Days following Lender's receipt of such Loan Notice. It is also agreed that amounts previously advanced by Lender pursuant to Section 12.01 of the Limited Liability Company Agreement dated as of October 29, 1997 the date hereof and completed with appropriate insertions. Such Note shall be included as part executed and delivered by the Borrower and payable to the order of the Initial Loanrespective Bank, in form and substance satisfactory to such Bank, in a principal amount equal to such Bank's Loan Commitment.