Inability to Lend. If # by reason of the fact that any Additional Revolving Borrower is organized in, or conducts business in, a jurisdiction outside the United States (including, for purposes of this [Section 2.21(d)], Puerto Rico) (other than the United Kingdom or the Netherlands), it is unlawful, in the sole determination of any Lender, for such Lender (or its applicable lending office) to make or maintain Loans to such Additional Revolving Borrower or # on or after the date hereof, it becomes unlawful for any Lender (or its applicable lending office) to perform any of its obligations as contemplated by this Agreement or make, maintain or fund any of its Loans to any Additional Revolving Borrower, and such Lender shall so notify the Administrative Agent, the Administrative Agent shall forthwith give notice thereof to the other Lenders and the Company, whereupon until such Lender notifies the Company and the Administrative Agent that the circumstances giving rise to such suspension no longer exist, the obligation of such Lender to make or maintain Loans to such Additional Revolving Borrower shall be suspended.

Agreement to Borrow and Lend. Subject to, and upon the terms and conditions set forth in, this Agreement, including, without limitation, Borrower’s satisfaction of the conditions for the Loan Advances set forth in [Schedule 2.1] or the waiver thereof pursuant to [Section 9.4], Lender agrees to make (or cause to be made) Loan Advances to Borrower from time to time in an aggregate amount not to exceed the Commitment Amount. The Loan is not a revolving credit loan, and Borrower is not entitled to reborrow any portion of the Loan that has been repaid or prepaid from time to time.

Agreement to Borrow and Lend. Subject to, and upon the terms and conditions set forth in, this Agreement, including, without limitation, Borrower’s satisfaction of the conditions for the Loan Advances set forth in [Schedule 2.1] or the waiver thereof pursuant to [Section 9.4], Lender agrees to make (or cause to be made) Loan Advances to Borrower from time to time in an aggregate amount not to exceed the Commitment Amount. The Loan is not a revolving credit loan, and Borrower is not entitled to reborrow any portion of the Loan that has been repaid or prepaid from time to time.

Auto Borrow Arrangement. In order to facilitate the borrowing of Swing Line Loans, the Borrower and the Swing Line Lender may mutually agree to, and are hereby authorized to, enter into an auto borrow agreement in form and substance reasonably satisfactory to the Borrower, Administrative Agent and the Swing Line Lender (the “Auto Borrow Agreement”) providing for the automatic advance by the Swing Line Lender of Swing Line Loans under the conditions set forth in the Auto Borrow Agreement, subject to the conditions set forth herein. At any time an Auto Borrow Agreement is in effect, Borrowings of Swing Line Loans may be made in accordance with the Auto Borrow Agreement. For purposes of determining the Total Revolving Outstandings at any time during which an Auto Borrow Agreement is in effect, the Outstanding Amount of all Swing Line Loans shall be deemed to be the sum of the Outstanding Amount of Swing Line Loans at such time plus the maximum amount available to be borrowed under such Auto Borrow Agreement at such time. Notwithstanding anything herein to the contrary, the Borrower shall be permitted to amend or terminate the Auto Borrow Agreement at any time without notice to or consent of the Administrative Agent or the Lenders (but subject to any amendment or termination requirements set forth in the Auto Borrow Agreement).

Subject to the terms, provisions and conditions of this Agreement and the other Loan Documents, Borrower agrees to borrow from Lender and Lender agrees to lend to Borrower the Loan, for the purposes and subject to all of the terms, provisions and conditions contained in this Agreement.

Commitment to Lend. Upon the occurrence of the Permitted Convertible Debt Default, Bank’s obligation to make any Credit Extensions to Borrower under this Agreement, including, without limitation, Term Loans, shall immediately terminate.

The Partnership may lend or contribute funds or other assets to, and borrow funds from, its or the Company’s Subsidiaries or other Persons in which it or the Company has an equity or other interests and such Persons may borrow funds from, and lend or contribute funds or assets to, the Partnership, on terms and conditions established by the General Partner, following the direction and approval of the Board of Directors. The foregoing authority shall not create any right or benefit in favor of any Subsidiary or any other Person.

Full Amount Advanced; No Agreement to Lend. The full amount of each Related Receivable has been advanced to the related Obligor, and there are no requirements for future advances thereunder.

Agreement to Lend and Borrow. Subject to and upon the terms and conditions set forth herein, Lender shall make the Loan to Borrower and Borrower shall accept the Loan from Lender on the Closing Date.

Auto Borrow Arrangement. In order to facilitate the borrowing of Swing Line Loans, the Borrower and the Swing Line Lender may mutually agree to, and are hereby authorized to, enter into an auto borrow agreement in form and substance reasonably satisfactory to the Borrower, Administrative Agent and the Swing Line Lender (the “Auto Borrow Agreement”) providing for the automatic advance by the Swing Line Lender of Swing Line Loans under the conditions set forth in the Auto Borrow Agreement, subject to the conditions set forth herein. At any time an Auto Borrow Agreement is in effect, Borrowings of Swing Line Loans may be made in accordance with the Auto Borrow Agreement. For purposes of determining the Total Revolving Outstandings at any time during which an Auto Borrow Agreement is in effect, the Outstanding Amount of all Swing Line Loans shall be deemed to be the sum of the Outstanding Amount of Swing Line Loans at such time plus the maximum amount available to be borrowed under such Auto Borrow Agreement at such time. Notwithstanding anything herein to the contrary, the Borrower shall be permitted to amend or terminate the Auto Borrow Agreement at any time without notice to or consent of the Administrative Agent or the Lenders (but subject to any amendment or termination requirements set forth in the Auto Borrow Agreement).