Subject to the terms and conditions hereof, each Lender severally agrees to make revolving credit loans (“Revolving Credit Loans”) to the Borrowers, without double-counting (i.e., amounts advanced by a Lender in respect of its Tranche A Commitment shall not be counted in reduction of its Tranche B Commitment, or vice versa) # in the case of Lenders with a Tranche A Commitment, in Dollars only, from time to time during the Commitment Period in an aggregate principal amount at any one time outstanding which, when added to such Lender’s Applicable Percentage of the then outstanding Tranche A L/C Obligations, does not exceed the amount of such Lender’s Tranche A Commitment, and # in the case of Lenders with a Tranche B Commitment, in Dollars or in an Alternate Currency, from time to time during the Commitment Period in an aggregate principal amount at any one time outstanding the Dollar Equivalent of which, when added to such Lender’s Applicable Percentage of the then outstanding Tranche B L/C Obligations, does not exceed the amount of such Lender’s Tranche B Commitment; provided that no Short Term Loan shall be available in an Alternate Currency. During the Commitment Period the Borrowers may use the Revolving Commitments by borrowing, prepaying the Revolving Credit Loans in whole or in part, and reborrowing, all in accordance with the terms and conditions hereof. Notwithstanding anything to the contrary contained in this Agreement, in no event shall, at any time, the sum of the Revolving Exposure of all of the Lenders plus the aggregate principal amount of outstanding Competitive Loans exceed the aggregate Revolving Commitments then in effect.

Commitments. Each Committed Lender agrees, severally on a Pro Rata basis up to its Commitment, on the terms set forth herein, to make Loans, which may be Base Rate Loans or LIBOR Loans, for the applicable Lender Group from time to time, but in no event more than once per calendar month, through to and including the Commitment Termination Date. The Loans may be repaid and reborrowed as provided herein. In no event shall Committed Lenders have any obligation to honor a request for a Loan if Outstanding Loans at such time plus the requested Loan would exceed the Borrowing Base. Each Committed Lender, as designated by the applicable Funding Agent, shall be deemed to have satisfied its obligation to make a Loan hereunder (solely with respect to such Loan) to the extent any Conduit Lender in the applicable Lender Group funds such Loan in accordance with this Agreement, it being understood that such Conduit Lender may fund a Loan in its sole discretion.

During the Agreement Effective Period, each Consenting Noteholder severally, and not jointly, agrees to:

During the Agreement Effective Period, each Consenting Creditor severally, and not jointly, agrees to:

Revolving Commitments. If for any reason the Total Revolving Outstandings at any time exceed the Aggregate Revolving Commitments then in effect, the Borrower shall promptly prepay Revolving Loans and/or Swing Line Loans and/or Cash Collateralize the L/C Obligations in an aggregate amount equal to such excess; provided, however, that the Borrower shall not be required to Cash Collateralize the L/C Obligations pursuant to this [Section 2.05(c)(i)] unless after the prepayment in full of the Revolving Loans and Swing Line Loans the Total Revolving Outstandings exceed the Aggregate Revolving Commitments then in effect.

During the Agreement Effective Period, each Consenting Stakeholder agrees, in respect of all of its Company Claims/Interests, to:

During the Agreement Effective Period, each Consenting Stakeholder agrees, in respect of all of its Company Claims/Interests, to:

Commitments. Each Lender agrees, severally on a Pro Rata basis up to its Commitment, on the terms set forth herein, to make Loans to Borrowers from time to time through the Termination Date. The Loans may be repaid and reborrowed as provided herein. In no event shall Lenders have any obligation to honor a request for a Loan if Revolver Usage at such time plus the requested Loan would exceed the Borrowing Base.

Commitments. For purposes of clarity, in conjunction with the execution of this Amendment, Borrower, Administrative Agent and certain of the Lenders are entering into that certain Increase Agreement, dated as of even date herewith (the “Increase Agreement”), which Increase Agreement, among other things, increases the Revolving Commitment to $450,000,000.00 and the Total Commitments to $700,000,000.00.

Other Commitments. Except as otherwise agreed, it is further understood that Institute and the personnel performing the Research Collaboration may be or become involved in other activities and projects which entail commitments to other Third Parties (“Other Work”). The Principal Investigator and the personnel performing the Research Collaboration will use Commercially Reasonable Efforts to progress the Research Collaboration in accordance with terms of the Development Plan, including any timelines set forth therein. Institute and the personnel performing the Research Collaboration will each use their best efforts to avoid conflicts with the terms and obligations of this Agreement. The Principal Investigator will provide Atara with written notice as soon as practicable if he becomes aware of a conflict or potential conflict that may materially impose upon his ability to perform activities under the Development Plan and this Agreement. Nothing in this Agreement shall be construed to limit the freedom of Institute, or their researchers who are not participants in the Research Collaboration under this Agreement, from engaging in Other Work made under other agreements with other parties than Atara. Notwithstanding the foregoing, Institute and the Principal Investigator shall use all reasonable efforts to distinguish the research performed in connection with the Research Collaboration under this Agreement from all Other Work, and shall keep records pertaining to such Other Work separately from the records to be maintained pursuant to Article 8.