Common use of Disbursement of Funds Clause in Contracts

Disbursement of Funds. No later than 12:00 Noon (Frankfurt time) on the date specified in each Notice of Borrowing, each Lender will make available its pro rata portion of each Borrowing requested in the Notice of Borrowing to be made on such date. All such amounts shall be made available in the currency required by Section 2.02(b) in immediately available funds at the Payment Office of the Facility Agent, and the Facility Agent will make available to (I) in the case of Loans disbursed in Dollars, the Borrower (and/or its designee(s), to the extent possible and to the extent such designee is a provider of Earmarked Foreign Exchange Arrangements referenced in the definition of Dollar Equivalent) and (II) in the case of Loans disbursed in Euro, designee(s) of the Borrower (to the extent any such designee is the Yard or, in the case of the Hermes Premium, Hermes), in each case prior to 3:00 P.M. (Frankfurt Time) on such day, to the extent of funds actually received by the Facility Agent prior to 12:00 Noon (Frankfurt Time) on such day, in each case at the Payment Office in the account(s) specified in the applicable Notice of Borrowing, the aggregate of the amounts so made available by the Lenders. Unless the Facility Agent shall have been notified by any Lender prior to the date of Borrowing that such Lender does not intend to make available to the Facility Agent such Lender’s portion of any Borrowing to be made on such date, the Facility Agent may assume that such Lender has made such amount available to the Facility Agent on such date of Borrowing and the Facility Agent may, in reliance upon such assumption, make available to the Borrower a corresponding amount. If such corresponding amount is not in fact made available to the Facility Agent by such Lender, the Facility Agent shall be entitled to recover such corresponding amount on demand from such Lender. If such Lender does not pay such corresponding amount forthwith upon the Facility Agent’s demand therefor, the Facility Agent shall promptly notify the Borrower and the Borrower shall immediately pay such corresponding amount to the Facility Agent. The Facility Agent shall also be entitled to recover on demand from such Lender or the Borrower, as the case may be, interest on such corresponding amount in respect of each day from the date such corresponding amount was made available by the Facility Agent to the Borrower until the date such corresponding amount is recovered by the Facility Agent, at a rate per annum equal to (i) if recovered from such Lender, at the overnight Eurodollar Rate and (ii) if recovered from the Borrower, the rate of interest applicable to the respective Borrowing, as determined pursuant to Section 2.06. Nothing in this Section 2.04 shall be deemed to relieve any Lender from its obligation to make Loans hereunder or to prejudice any rights which the Borrower may have against any Lender as a result of any failure by such Lender to make Loans hereunder.

Disbursement of Funds. No later than 12:00 Noon Once the Escrow Agent is in receipt of good and collected Investor Funds totaling at least the Minimum Amount from Investors (Frankfurt time) on excluding funds from Pennsylvania and Tennessee Investors), the date specified Escrow Agent shall notify the Company of same in each Notice of Borrowingwriting. Additionally, each Lender will make available its pro rata portion of each Borrowing requested in the Notice of Borrowing to be made on such date. All such amounts shall be made available in the currency required by Section 2.02(b) in immediately available funds at the Payment Office end of the Facility Agent, and third business day following the Facility Agent will make available to Termination Date (I) as defined in the case of Loans disbursed in DollarsSection 6), the Borrower (and/or its designee(s), to Escrow Agent shall notify the extent possible and to the extent such designee is a provider of Earmarked Foreign Exchange Arrangements referenced in the definition of Dollar Equivalent) and (II) in the case of Loans disbursed in Euro, designee(s) Company of the Borrower (to the extent any such designee is the Yard or, in the case amount of the Hermes Premium, Hermes), in each case prior to 3:00 P.M. (Frankfurt Time) Investor Funds received. If the Minimum Amount has been obtained on such day, to or before the extent of funds actually received by the Facility Agent prior to 12:00 Noon (Frankfurt Time) on such day, in each case at the Payment Office in the account(s) specified in the applicable Notice of BorrowingTermination Date, the aggregate of the amounts so made available by the Lenders. Unless the Facility Agent shall have been notified by any Lender prior to the date of Borrowing that such Lender does not intend to make available to the Facility Agent such Lender’s portion of any Borrowing to be made on such date, the Facility Agent may assume that such Lender has made such amount available to the Facility Agent on such date of Borrowing and the Facility Agent may, in reliance upon such assumption, make available to the Borrower a corresponding amount. If such corresponding amount is not in fact made available to the Facility Agent by such Lender, the Facility Agent shall be entitled to recover such corresponding amount on demand from such Lender. If such Lender does not pay such corresponding amount forthwith upon the Facility Agent’s demand therefor, the Facility Escrow Agent shall promptly notify the Borrower Company and, upon receiving acknowledgement of such notice and written instructions from the Borrower Company’s President or Chief Financial Officer to disburse the Investor Funds, the Escrow Agent shall immediately pay such corresponding amount disburse to the Facility Company, by check or wire transfer, the funds in the Escrow Account, except for amounts payable by the Company to the Escrow Agent pursuant to Exhibit D to this Agreement that remain outstanding. The Escrow Agent agrees that funds in the Escrow Account shall not be released to the Company until and unless the Escrow Agent receives written instructions to release the funds from the Company’s President or Chief Financial Officer. If the Minimum Amount has not been obtained prior to the Termination Date, the Escrow Agent shall promptly following the Termination Date, but in no event more than thirty (30) days after the Termination Date, refund to each Investor by check, funds deposited in the Escrow Account, or shall return the instruments of payment delivered to Escrow Agent if such instruments have not been processed for collection prior to such time, directly to each Investor at the address provided on the List of Investors. Included in the remittance shall be a proportionate share of the income earned in the account allocable to each Investor’s investment in accordance with the terms and conditions specified herein, except that in the case of Investors who have not provided an executed Form W-9 or substitute Form W-9 (or the applicable substitute Form W-8 for foreign investors), the Escrow Agent shall withhold the applicable percentage of the earnings attributable to those Investors in accordance with IRS regulations. Notwithstanding the foregoing, the Escrow Agent shall not be required to remit any payments until funds represented by such payments have been collected by Escrow Agent. The Facility If the Escrow Agent receives written notice from the Company that the Company intends to reject an Investor’s subscription, the Escrow Agent shall also pay to the applicable Investor(s), within a reasonable time not to exceed ten (10) business days after receiving notice of the rejection, by first class United States Mail at the address provided on the List of Investors, or at such other address as shall be entitled furnished to recover on demand from such Lender or the BorrowerEscrow Agent by the Investor in writing, as all collected sums paid by the case may beInvestor for Securities and received by the Escrow Agent, together with the interest earned on such corresponding amount Investor Funds (determined in respect of each day from accordance with the date such corresponding amount was made available by the Facility Agent to the Borrower until the date such corresponding amount is recovered by the Facility Agent, at a rate per annum equal to (i) if recovered from such Lender, at the overnight Eurodollar Rate terms and (ii) if recovered from the Borrower, the rate of interest applicable to the respective Borrowing, as determined pursuant to Section 2.06. Nothing in this Section 2.04 shall be deemed to relieve any Lender from its obligation to make Loans hereunder or to prejudice any rights which the Borrower may have against any Lender as a result of any failure by such Lender to make Loans hereunderconditions specified herein).

Disbursement of Funds. No later than 12:00 Noon Once proceeds from the sale of Securities equal the Minimum Amount (Frankfurt time) on excluding Securities sold to Washington Investors and Pennsylvania Investors), the date specified in each Notice of Borrowing, each Lender will make available its pro rata portion of each Borrowing requested in Company shall notify the Notice of Borrowing to be made on such date. All such amounts shall be made available in the currency required by Section 2.02(b) in immediately available funds at the Payment Office Escrow Agent of the Facility Agentsame in writing. Further, and if the Facility Agent will make available to (I) in the case of Loans disbursed in Dollars, the Borrower (and/or its designee(s), to the extent possible and to the extent such designee is a provider of Earmarked Foreign Exchange Arrangements referenced in the definition of Dollar Equivalent) and (II) in the case of Loans disbursed in Euro, designee(s) of the Borrower (to the extent any such designee is the Yard or, in the case of the Hermes Premium, Hermes), in each case prior to 3:00 P.M. (Frankfurt Time) Minimum Amount has not been sold on such day, to the extent of funds actually received by the Facility Agent prior to 12:00 Noon (Frankfurt Time) on such day, in each case at the Payment Office in the account(s) specified in the applicable Notice of Borrowing, the aggregate of the amounts so made available by the Lenders. Unless the Facility Agent shall have been notified by any Lender or prior to the date of Borrowing that such Lender does not intend to make available to the Facility Agent such Lender’s portion of any Borrowing to be made on such dateTermination Date, the Facility Company shall notify the Escrow Agent may assume that such Lender has made such in writing of such. At the end of the third business day following the Termination Date (as defined in Section 6), the Escrow Agent shall notify the Company of the amount available to of the Facility Agent on such date of Borrowing and the Facility Agent may, in reliance upon such assumption, make available to the Borrower a corresponding amountInvestor Funds received. If such corresponding amount is not in fact made available to the Facility Agent by such LenderMinimum Amount has been obtained on or before the Termination Date, the Facility Agent shall be entitled to recover such corresponding amount on demand from such Lender. If such Lender does not pay such corresponding amount forthwith upon the Facility Agent’s demand therefor, the Facility Escrow Agent shall promptly notify the Borrower Company and, upon receiving acknowledgement of such notice and written instructions from the Borrower Company’s Chief Executive Officer, President or Chief Financial Officer to disburse the Investor Funds, subject to Sections 3, 4 or 5, the Escrow Agent shall immediately pay such corresponding amount disburse to the Facility Company, by check or wire transfer, the funds in the Escrow Account, except for amounts payable by the Company to the Escrow Agent pursuant to Exhibit D to this Agreement that remain outstanding. The Escrow Agent agrees that funds in the Escrow Account shall not be released to the Company until and unless the Escrow Agent receives written instructions to release the funds from the Company’s Chief Executive Officer, President or Chief Financial Officer. If the Company notifies the Escrow Agent in writing that the Minimum Amount has not been obtained prior to the Termination Date, the Escrow Agent shall, promptly following the Termination Date, but in no event more than ten (10) business days after the Termination Date, refund to each Investor by check, funds deposited in the Escrow Account, or shall return the instruments of payment delivered to Escrow Agent if such instruments have not been processed for collection prior to such time, directly to each Investor at the address provided on the List of Investors. Included in the remittance shall be a proportionate share of the income earned in the account allocable to each Investor’s investment in accordance with the terms and conditions specified herein, except that in the case of Investors who have not provided an executed Form W-9 or substitute Form W-9 (or the applicable substitute Form W-8 for foreign investors), the Escrow Agent shall withhold the applicable percentage of the earnings attributable to those Investors in accordance with Internal Revenue Service (“IRS”) regulations. Notwithstanding the foregoing, the Escrow Agent shall not be required to remit any payments until funds represented by such payments have been collected by the Escrow Agent. The Facility If the Escrow Agent receives written notice from the Company that the Company intends to reject an Investor’s subscription, the Escrow Agent shall also pay to the applicable Investor(s), within a reasonable time not to exceed ten (10) business days after receiving notice of the rejection, by first class United States Mail at the address provided on the List of Investors, or at such other address as shall be entitled furnished to recover on demand from such Lender or the BorrowerEscrow Agent by the Investor in writing, as all collected sums paid by the case may beInvestor for Securities and received by the Escrow Agent, together with the interest earned on such corresponding amount Investor Funds (determined in respect of each day from accordance with the date such corresponding amount was made available by the Facility Agent to the Borrower until the date such corresponding amount is recovered by the Facility Agent, at a rate per annum equal to (i) if recovered from such Lender, at the overnight Eurodollar Rate terms and (ii) if recovered from the Borrower, the rate of interest applicable to the respective Borrowing, as determined pursuant to Section 2.06. Nothing in this Section 2.04 shall be deemed to relieve any Lender from its obligation to make Loans hereunder or to prejudice any rights which the Borrower may have against any Lender as a result of any failure by such Lender to make Loans hereunderconditions specified herein).

Disbursement of Funds. No later than 12:00 Noon (Frankfurt time) on the date specified in each Notice of Borrowing, each Lender will make available its pro rata portion of each Borrowing requested in the Notice of Borrowing to be made on such date. All such amounts shall be made available in the currency required by Section 2.02(b) in immediately available funds at the Payment Office of the Facility Agent, and the Facility Agent will make available to (I) in the case of Loans disbursed in Dollars, the designee(s) of the Borrower (and/or its with such designee(s), to ) being in such circumstances either Hermes (in the extent possible and to case of the extent such designee is Hermes Premium) or a provider of Earmarked Foreign Exchange Arrangements referenced in the definition of Dollar Equivalent) ), save that each Loan in respect of the First Hermes Instalment and the Additional Hermes Premium may be paid directly to the Borrower and (II) in the case of Loans disbursed in Euro, designee(s) of the Borrower (to with such designee(s) being in such circumstances the extent any such designee is the Yard or, in the case of the Hermes Premium, HermesYard), in each case prior to 3:00 P.M. (Frankfurt Time) on such day, to the extent of funds actually received by the Facility Agent prior to 12:00 Noon (Frankfurt Time) on such day, in each case at the Payment Office in the account(s) specified in the applicable Notice of Borrowing, the aggregate of the amounts so made available by the Lenders. Unless the Facility Agent shall have been notified by any Lender prior to the date of Borrowing that such Lender does not intend to make available to the Facility Agent such Lender’s portion of any Borrowing to be made on such date, the Facility Agent may assume that such Lender has made such amount available to the Facility Agent on such date of Borrowing and the Facility Agent may, in reliance upon such assumption, make available to the Borrower a corresponding amount. If such corresponding amount is not in fact made available to the Facility Agent by such Lender, the Facility Agent shall be entitled to recover such corresponding amount on demand from such Lender. If such Lender does not pay such corresponding amount forthwith upon the Facility Agent’s demand therefor, the Facility Agent shall promptly notify the Borrower and the Borrower shall immediately pay such corresponding amount to the Facility Agent. The Facility Agent shall also be entitled to recover on demand from such Lender or the Borrower, as the case may be, interest on such corresponding amount in respect of each day from the date such corresponding amount was made available by the Facility Agent to the Borrower until the date such corresponding amount is recovered by the Facility Agent, at a percentage rate per annum equal to (i) if recovered from such Lender, at the overnight Eurodollar Rate and (ii) if recovered from the Borrower, the rate of interest applicable to the respective Borrowing, as determined pursuant to Section 2.06. Nothing in this Section 2.04 shall be deemed to relieve any Lender from its obligation to make Loans hereunder or to prejudice any rights which the Borrower may have against any Lender as a result of any failure by such Lender to make Loans hereunder.

Disbursement of Funds. No later than 12:00 Noon (Frankfurt time) on the date specified in each Notice of Borrowing, each Lender will make available its pro rata portion of each Borrowing requested in the Notice of Borrowing to be made on such date. All such amounts shall be made available in the currency required by Section 2.02(b) in immediately available funds at the Payment Office of the Facility Agent, and the Facility Agent will make available to (I) in the case of Loans disbursed in Dollars, the Borrower (and/or its designee(s), to the extent possible and to the extent such designee is a provider of Earmarked Foreign Exchange Arrangements referenced in the definition of Dollar Equivalent) and (II) in the case of Loans disbursed in Euro, designee(s) of the Borrower (to the extent any such designee is the Yard or, in the case of the Hermes Premium, Hermes), in each case prior to 3:00 P.M. (Frankfurt Time) on such day, to the extent of funds actually received by the Facility Agent prior to 12:00 Noon (Frankfurt Time) on such day, day in each case at the Payment Office in the account(s) specified in the applicable Notice of Borrowing, the aggregate of the amounts so made available by the Lenders. Unless the Facility Agent shall have been notified by any Lender prior to the date of Borrowing that such Lender does not intend to make available to the Facility Agent such Lender’s portion of any Borrowing to be made on such date, the Facility Agent may assume that such Lender has made such amount available to the Facility Agent on such date of Borrowing and the Facility Agent may, in reliance upon such assumption, make available to the Borrower a corresponding amount. If such corresponding amount is not in fact made available to the Facility Agent by such Lender, the Facility Agent shall be entitled to recover such corresponding amount on demand from such Lender. If such Lender does not pay such corresponding amount forthwith upon the Facility Agent’s demand therefor, the Facility Agent shall promptly notify the Borrower and the Borrower shall immediately pay such corresponding amount to the Facility Agent. The Facility Agent shall also be entitled to recover on demand from such Lender or the Borrower, as the case may be, interest on such corresponding amount in respect of each day from the date such corresponding amount was made available by the Facility Agent to the Borrower until the date such corresponding amount is recovered by the Facility Agent, at a rate per annum equal to (i) if recovered from such Lender, at the overnight Eurodollar Rate and (ii) if recovered from the Borrower, the rate of interest applicable to the respective Borrowing, as determined pursuant to Section 2.06. Nothing in this Section 2.04 shall be deemed to relieve any Lender from its obligation to make Loans hereunder or to prejudice any rights which the Borrower may have against any Lender as a result of any failure by such Lender to make Loans hereunder.

Disbursement of Funds. No later than 12:00 Noon Once the Escrow Agent is in receipt of good and collected Investor Funds totaling at least the Minimum Amount from Investors (Frankfurt time) on excluding funds from Pennsylvania and Tennessee Investors), the date specified Escrow Agent shall notify the Company of the same in each Notice of Borrowingwriting. Additionally, each Lender will make available its pro rata portion of each Borrowing requested in the Notice of Borrowing to be made on such date. All such amounts shall be made available in the currency required by Section 2.02(b) in immediately available funds at the Payment Office end of the Facility Agent, and third business day following the Facility Agent will make available to Termination Date (I) as defined in the case of Loans disbursed in DollarsSection 6), the Borrower (and/or its designee(s), to Escrow Agent shall notify the extent possible and to the extent such designee is a provider of Earmarked Foreign Exchange Arrangements referenced in the definition of Dollar Equivalent) and (II) in the case of Loans disbursed in Euro, designee(s) Company of the Borrower (to the extent any such designee is the Yard or, in the case amount of the Hermes Premium, Hermes), in each case prior to 3:00 P.M. (Frankfurt Time) Investor Funds received. If the Minimum Amount has been obtained on such day, to or before the extent of funds actually received by the Facility Agent prior to 12:00 Noon (Frankfurt Time) on such day, in each case at the Payment Office in the account(s) specified in the applicable Notice of BorrowingTermination Date, the aggregate of the amounts so made available by the Lenders. Unless the Facility Agent shall have been notified by any Lender prior to the date of Borrowing that such Lender does not intend to make available to the Facility Agent such Lender’s portion of any Borrowing to be made on such date, the Facility Agent may assume that such Lender has made such amount available to the Facility Agent on such date of Borrowing and the Facility Agent may, in reliance upon such assumption, make available to the Borrower a corresponding amount. If such corresponding amount is not in fact made available to the Facility Agent by such Lender, the Facility Agent shall be entitled to recover such corresponding amount on demand from such Lender. If such Lender does not pay such corresponding amount forthwith upon the Facility Agent’s demand therefor, the Facility Escrow Agent shall promptly notify the Borrower Company and, upon receiving acknowledgement of such notice and written instructions from the Borrower Company’s President or Chief Financial Officer to disburse the Investor Funds, the Escrow Agent shall immediately pay such corresponding amount disburse to the Facility Company, by check or wire transfer, the funds in the Escrow Account, except for amounts payable by the Company to the Escrow Agent pursuant to Exhibit D to this Agreement that remain outstanding. The Escrow Agent agrees that funds in the Escrow Account shall not be released to the Company until and unless the Escrow Agent receives written instructions to release the funds from the Company’s President or Chief Financial Officer. If the Minimum Amount has not been obtained prior to the Termination Date, the Escrow Agent shall promptly following the Termination Date, but in no event more than ten (10) business days after the Termination Date, refund to each Investor by check, funds deposited in the Escrow Account, or shall return the instruments of payment delivered to Escrow Agent if such instruments have not been processed for collection prior to such time, directly to each Investor at the address provided on the List of Investors. Included in the remittance shall be a proportionate share of the income earned in the account allocable to each Investor’s investment in accordance with the terms and conditions specified herein, except that in the case of Investors who have not provided an executed Form W-9 or substitute Form W-9 (or the applicable substitute Form W-8 for foreign investors), the Escrow Agent shall withhold the applicable percentage of the earnings attributable to those Investors in accordance with IRS regulations. Notwithstanding the foregoing, the Escrow Agent shall not be required to remit any payments until funds represented by such payments have been collected by Escrow Agent. The Facility If the Escrow Agent receives written notice from the Company that the Company intends to reject an Investor’s subscription, the Escrow Agent shall also pay to the applicable Investor(s), within a reasonable time not to exceed ten (10) business days after receiving notice of the rejection, by first class United States Mail at the address provided on the List of Investors, or at such other address as shall be entitled furnished to recover on demand from such Lender or the BorrowerEscrow Agent by the Investor in writing, as all collected sums paid by the case may beInvestor for Securities and received by the Escrow Agent, together with the interest earned on such corresponding amount Investor Funds (determined in respect of each day from accordance with the date such corresponding amount was made available by the Facility Agent to the Borrower until the date such corresponding amount is recovered by the Facility Agent, at a rate per annum equal to (i) if recovered from such Lender, at the overnight Eurodollar Rate terms and (ii) if recovered from the Borrower, the rate of interest applicable to the respective Borrowing, as determined pursuant to Section 2.06. Nothing in this Section 2.04 shall be deemed to relieve any Lender from its obligation to make Loans hereunder or to prejudice any rights which the Borrower may have against any Lender as a result of any failure by such Lender to make Loans hereunderconditions specified herein).

Disbursement of Funds. No later than 12:00 Noon (Frankfurt a) On each Payment Date (prior to the acceleration of the Notes following an Event of Default which has not been waived or rescinded in accordance with the provisions of Article V hereof), prior to 1:00 p.m., New York City time, in accordance with the instructions of the Servicer based on information contained in the related Servicer Certificate, the Indenture Trustee shall transfer from the Trust Collection Account all Available Funds, after the deduction of Servicing Fees and unpaid Servicing Fees, paid to or retained by the Servicer, and shall apply such amount, in accordance with the following priorities: (i) to the Administrator, the Administration Fee; (ii) to the Asset Representations Reviewer, all fees, expenses and indemnities due to the Asset Representations Reviewer under the Asset Representations Review Agreement not previously paid by the Servicer, up to a maximum of $150,000 per calendar year; (iii) to the Holders of the Class A Notes, pro rata, for distribution in respect of interest on the date specified in each Notice of BorrowingClass A Notes, each Lender will make available its pro rata portion of each Borrowing requested the Class A Noteholders’ Interest Distributable Amount, for such Payment Date; (iv) to the Principal Distribution Account, the Noteholders’ First Priority Principal Distributable Amount for such Payment Date, which amount shall be paid in the Notice order of Borrowing priority set forth in Section 8.5(b); (v) to the holders of the Class B Notes for distribution in respect of interest on the Class B Notes, the Class B Noteholders’ Interest Distributable Amount for such Payment Date; (vi) to the Principal Distribution Account, the Noteholders’ Second Priority Principal Distributable Amount for such Payment Date, which amount shall be made paid in the order of priority set forth in Section 8.5(b); (vii) to the Reserve Account, the excess, if any, of the Required Reserve Account Balance over the amount then on deposit in the Reserve Account; (viii) to the Principal Distribution Account, the Noteholders’ Regular Principal Distributable Amount for such Payment Date, if any, which amount shall be paid in the order of priority set forth in Section 8.5(b); (ix) to the Asset Representations Reviewer, all fees, expenses and indemnities due to the Asset Representations Reviewer under the Asset Representations Review Agreement but not paid pursuant to clause (ii) above; and (x) any remaining funds shall be distributed to or at the direction of the Certificateholders. In the event that the Available Funds for a Payment Date are not sufficient to make the full amount of the payments required pursuant to clauses (i) through (vi) above on such date. All Payment Date, in accordance with such amounts shall be made available in the currency required by Section 2.02(b) in immediately available funds at the Payment Office instructions of the Facility Agent, and the Facility Agent will make available to (I) in the case of Loans disbursed in DollarsServicer, the Borrower (and/or its designee(s), to Indenture Trustee shall withdraw from the extent possible and to the extent such designee is a provider of Earmarked Foreign Exchange Arrangements referenced in the definition of Dollar Equivalent) and (II) in the case of Loans disbursed in Euro, designee(s) of the Borrower (to the extent any such designee is the Yard or, in the case of the Hermes Premium, Hermes), in each case prior to 3:00 P.M. (Frankfurt Time) Reserve Account on such dayPayment Date an amount equal to such shortfall, to the extent of funds actually received by available therein, and pay such amount according to the Facility Agent priorities specified in clause (i) through (vi) above. (b) On each Payment Date, prior to 12:00 Noon (Frankfurt Time) on such day1:00 p.m., New York City time, in each case at accordance with the Payment Office instructions of the Servicer based on information contained in the account(s) specified related Servicer Certificate, the Paying Agent shall transfer from the Principal Distribution Account all amounts on deposit therein and shall distribute such amounts in the applicable Notice following order of Borrowing, priority: (i) to the aggregate Holders of the amounts so made available by the Lenders. Unless the Facility Agent shall have been notified by any Lender prior to the date of Borrowing that such Lender does not intend to make available to the Facility Agent such Lender’s portion of any Borrowing to be made on such date, the Facility Agent may assume that such Lender has made such amount available to the Facility Agent on such date of Borrowing and the Facility Agent may, in reliance upon such assumption, make available to the Borrower a corresponding amount. If such corresponding amount is not in fact made available to the Facility Agent by such Lender, the Facility Agent shall be entitled to recover such corresponding amount on demand from such Lender. If such Lender does not pay such corresponding amount forthwith upon the Facility Agent’s demand therefor, the Facility Agent shall promptly notify the Borrower and the Borrower shall immediately pay such corresponding amount to the Facility Agent. The Facility Agent shall also be entitled to recover on demand from such Lender or the Borrower, as the case may be, interest on such corresponding amount Class A-1 Notes in respect of each day from the date such corresponding amount was made available by the Facility Agent to the Borrower principal, until the date such corresponding amount is recovered by the Facility Agent, at a rate per annum equal to (i) if recovered from such Lender, at the overnight Eurodollar Rate and they are paid in full; (ii) if recovered to the Holders of the Class A-2 Notes in respect of principal, until they are paid in full; (iii) to the Holders of the Class A-3 Notes in respect of principal, until they are paid in full; (iv) to the Holders of the Class A-4 Notes in respect of principal, until they are paid in full; and (v) to the Holders of the Class B Notes in respect of principal, until they are paid in full. (c) If on any Payment Date, after giving effect to all deposits to and withdrawals from the BorrowerReserve Account, the rate amount on deposit in the Reserve Account exceeds the Required Reserve Account Balance, in accordance with the instructions of the Servicer based on information contained in the related Servicer Certificate, the Indenture Trustee shall distribute any such excess to or at the direction of the Certificateholder. Upon any such distributions to the Certificateholder, the Noteholders will have no further rights in, or claims to such amounts. (d) In addition, on the Final Scheduled Payment Date for any Class of Notes, if the Outstanding Amount of any Class of Notes remains greater than zero, in accordance with the instructions of the Servicer based on information contained in the related Servicer Certificate, the Indenture Trustee shall apply funds from the Reserve Account to repay the Outstanding Amount of such Class of Notes in full. (e) On each Payment Date or Redemption Date, from the amounts allocated therefor in accordance with Section 8.5(a) and Section 8.5(b), the Paying Agent shall duly and punctually distribute payments of principal and interest on the Notes due and payable by check or wire transfer sent to the Person whose name appears as the Registered Holder of a Note (or one or more Predecessor Notes) on the Note Register as of the close of business on the related Record Date, except that with respect to Notes registered on the Record Date in the name of the nominee of DTC (initially, such nominee to be Cede & Co.), payments will be made by wire transfer in immediately available funds to the account designated by such nominee. Such checks shall be mailed (or wires sent) to the Person entitled thereto at the address or to the designated account of such Person as it appears on the Note Register as of the applicable Record Date without requiring that the Note be submitted for notation of payment. Any reduction in the principal amount of any Note (or any one or more Predecessor Notes) affected by any payments made on any Payment Date or Redemption Date shall be binding upon all future holders of any Note issued upon the registration of transfer thereof or in exchange hereof or in lieu hereof, whether or not noted thereon. Amounts properly withheld under the Code by any Person from payment to any Noteholder of interest applicable or principal shall be considered to have been paid by the Indenture Trustee to such Noteholder for purposes of this Indenture. If funds are expected to be available pursuant to a notice delivered to the respective BorrowingIndenture Trustee for payment in full of the remaining unpaid principal amount of the Notes on a Payment Date or Redemption Date, then the Indenture Trustee, in the name of and on behalf of the Issuing Entity, will notify each Person who was the Registered Holder of a Note as determined of the Record Date preceding the most recent Payment Date or Redemption Date prior to such Payment Date or Redemption Date, in accordance with the terms of this Indenture, and the amount then due and payable shall be payable only upon presentation and surrender of the Note at the Corporate Trust Office of the Indenture Trustee or at the office of the Indenture Trustee’s agent appointed for such purposes located in The City of Wilmington, Delaware. (f) On or before each Payment Date, the Indenture Trustee shall make available (including, but not limited to, the posting on the Indenture Trustee’s website at wxx.xxxxxxxxxxxxxxxxxxxxxx.xxx) the Servicer Certificate prepared by the Servicer pursuant to Section 2.06. Nothing in this Section 2.04 8.3 to each Person that was a Noteholder as of the close of business on the related Record Date (which shall be deemed Cede & Co. as shown on the applicable Servicer Certificate as the nominee of DTC unless Definitive Notes are issued under the limited circumstances described herein) and each Rating Agency (via electronic delivery in accordance with Section 11.4). Note Owners may obtain copies of such reports upon a request in writing to relieve the Indenture Trustee at the Corporate Trust Office. (g) None of the Noteholders, the Indenture Trustee, the Owner Trustee, the Depositor, the Administrator or the Servicer shall be required to refund any Lender from its obligation amounts properly distributed or paid to them in accordance with this Indenture, regardless of whether there are sufficient funds on any subsequent Payment Date to make Loans hereunder or in full distributions to prejudice any rights which the Borrower may have against any Lender as a result of any failure by such Lender to make Loans hereunderNoteholders.

Disbursement of Funds. No later than 12:00 Noon 3:00 p.m. (Frankfurt New York time) on the date specified in each Notice of BorrowingBorrowing (or (x) in the case of Swingline Loans, not later than 3:00 p.m. (New York time) on the date specified pursuant to Section 2.03(b)(i) or (ii), as applicable, (y) in the case of Mandatory Borrowings, not later than 10:00 a.m. (New York time) on the date specified in Section 2.01(c) and (z) in the case of a Borrowing of Euro Denominated Loans and Other Foreign Currency Denominated Loans, no later than 3:00 p.m. (New York time), on such date), each Lender will will, subject to Section 16, make available its pro rata portion (determined in accordance with Section 2.07) of each such Borrowing requested in the Notice of Borrowing to be made on such datedate (or, in the case of Swingline Loans, the respective Swingline Lender shall make available the full amount thereof). All such amounts shall will be made available in the currency required by Section 2.02(b) relevant Available Currency, and in immediately available funds at the Payment Office of the Facility AgentOffice, and the Facility Agent Administrative Agent, will make available to the respective Borrower or Borrowers (I) in the case of Loans disbursed in Dollars, the Borrower (and/or its designee(s), or to the extent possible and to the extent such designee is a provider of Earmarked Foreign Exchange Arrangements referenced in the definition of Dollar Equivalent) and (II) in the case of Loans disbursed in Euro, designee(s) of the Borrower (to the extent any such designee is the Yard orrelevant Swingline Lender, in the case of the Hermes Premium, Hermes), in each case prior to 3:00 P.M. (Frankfurt Time) on such day, to the extent of funds actually received by the Facility Agent prior to 12:00 Noon (Frankfurt Time) on such day, in each case a Mandatory Borrowing at the Payment Office in the account(s) specified in the applicable Notice of Borrowing, the aggregate of the amounts so made available by the Lenders. Unless the Facility Agent Administrative Agent, shall have been notified by any Lender prior to the date of Borrowing that such Lender does not intend to make available to the Facility Administrative Agent such Lender’s portion of any Borrowing to be made on such datedate (other than in the circumstances described in Section 16), the Facility Administrative Agent may assume that such Lender has made such amount available to the Facility Administrative Agent on such date of Borrowing and the Facility Administrative Agent maymay (but shall not be obligated to), in reliance upon such assumption, make available to the relevant Borrower or Borrowers a corresponding amount. If such corresponding amount is not in fact made available to the Facility Administrative Agent by such Lender, the Facility Administrative Agent shall be entitled to recover such corresponding amount on demand from such Lender. If such Lender does not pay such corresponding amount forthwith upon the Facility Administrative Agent’s demand therefor, the Facility Administrative Agent shall promptly notify the relevant Borrower or Borrowers and the such Borrower or Borrowers shall immediately pay such corresponding amount to the Facility Administrative Agent. The Facility Administrative Agent also shall also be entitled to recover on demand from such Lender or the Borrowerrelevant Borrower or Borrowers, as the case may be, interest on such corresponding amount in respect of each day from the date such corresponding amount was made available by the Facility Administrative Agent to the such Borrower or Borrowers until the date such corresponding amount is recovered by the Facility Administrative Agent, at a rate per annum equal to (i) if recovered from such Lender, the overnight Federal Funds Rate (or (x) in the case of Canadian Dollar Denominated Loans, the Bank of Canada overnight rate, (y) in the case of Euro Denominated Loans, the cost to the Administrative Agent of acquiring overnight funds in Euros or (z) in the case of Other Foreign Currency Denominated Loans, the cost to the Administrative Agent of acquiring overnight funds in the applicable Available Currency in which such Other Foreign Currency Denominated Loans were incurred) for the first three days and at the overnight Eurodollar Rate interest rate otherwise applicable to such Loans for each day thereafter, and (ii) if recovered from the Borrowerrelevant Borrower or Borrowers, the rate of interest applicable to the respective Borrowing, as determined pursuant to Section 2.062.08. Nothing in this Section 2.04 shall be deemed to relieve any Lender from its obligation to make Loans hereunder or to prejudice any rights which the any Borrower may have against any Lender as a result of any failure by such Lender to make Loans hereunder; provided that the funding of all Revolving Loans which are also denominated in a Specified Foreign Currency shall also be subject to the provisions of Section 16.

Disbursement of Funds. No later than 12:00 Noon (Frankfurt timeLocal Time) on the date specified in each Notice of BorrowingBorrowing (or (x) in the case of Swingline Loans, no later than 3:00 P.M. (Local Time, in the case of Dollar Denominated Swingline Loans or London time, in the case of Euro Denominated Swingline Loans) on the date specified pursuant to Section 2.03(b)(i) or (y) in the case of Mandatory Borrowings, no later than 12:00 Noon (Local Time) on the date specified in Section 2.01(h)), each Lender with a Commitment of the respective Tranche will make available its pro rata portion of each such Borrowing requested in the Notice of Borrowing to be made on such datedate (or, in the case of Swingline Loans, the Swingline Lender shall make available the full amount thereof). All such amounts shall be made available in Dollars (or, in the currency required by Section 2.02(bcase of Alternate Currency Loans, in the Alternate Currency for the relevant Tranche) and in immediately available funds at the applicable Payment Office of the Facility AgentOffice, and the Facility Administrative Agent will make available to (I) will, except in the case of Loans disbursed in Dollarsa Mandatory Borrowing, the Borrower (and/or its designee(s), make available to the extent possible and to the extent relevant Borrower at such designee is a provider of Earmarked Foreign Exchange Arrangements referenced Payment Office in the definition of Dollar Equivalent) and Dollars (II) in the case of Loans disbursed in Euro, designee(s) of the Borrower (to the extent any such designee is the Yard or, in the case of the Hermes Premium, Hermes)Alternate Currency Loans, in each case prior to 3:00 P.M. (Frankfurt Timethe Alternate Currency for such Tranche) on such day, to the extent of funds actually received by the Facility Agent prior to 12:00 Noon (Frankfurt Time) on such day, in each case at the Payment Office in the account(s) specified in the applicable Notice of Borrowing, the aggregate of the amounts so made available by the Lenders; provided that, if, on the date of a Borrowing of Revolving Loans (other than a Mandatory Borrowing), there are Unpaid Drawings or Swingline Loans then outstanding, then the proceeds of such Borrowing shall be applied, first, to the payment in full of any such Unpaid Drawings with respect to Letters of Credit, second, to the payment in full of any such Swingline Loans, and third, to the respective Borrower as otherwise provided above. Unless the Facility Administrative Agent shall have been notified by any Lender prior to the date of Borrowing that such Lender does not intend to make available to the Facility Administrative Agent such Lender’s portion of any Borrowing to be made on such date, the Facility Administrative Agent may assume that such Lender has made such amount available to the Facility Administrative Agent on such date of Borrowing and the Facility Administrative Agent may, in reliance upon such assumption, make available to the relevant Borrower a corresponding amount. If such corresponding amount is not in fact made available to the Facility Administrative Agent by such Lender, the Facility Administrative Agent shall be entitled to recover such corresponding amount on demand from such Lender. If such Lender does not pay such corresponding amount forthwith upon the Facility Administrative Agent’s demand therefor, the Facility Administrative Agent shall promptly notify the relevant Borrower and the such Borrower shall immediately pay such corresponding amount to the Facility Administrative Agent. The Facility Administrative Agent shall also be entitled to recover on demand from such Lender or the such Borrower, as the case may be, interest on such corresponding amount in respect of each day from the date such corresponding amount was made available by the Facility Administrative Agent to the such Borrower until the date such corresponding amount is recovered by the Facility Administrative Agent, at a rate per annum equal to (i) if recovered from such Lender, at the overnight Eurodollar Federal Funds Rate (or, in the case of Alternate Currency Loans, the Administrative Agent’s customary rate for interbank advances in the relevant Alternate Currency) for the first three days and at the rate of interest otherwise applicable to such Loans for each day thereafter and (ii) if recovered from the such Borrower, the rate of interest applicable to the respective Borrowing, as determined pursuant to Section 2.062.08. Nothing in this Section 2.04 shall be deemed to relieve any Lender from its obligation to make Loans hereunder or to prejudice any rights which the Borrower Borrowers may have against any Lender as a result of any failure by such Lender to make Loans hereunder. Each Lender may, at its option, make any Loan available to any Foreign Borrower by causing any foreign or domestic branch or Affiliate of such Lender to make such Loan; provided that (x) any exercise of such option shall not affect the obligation of such Foreign Borrower to repay such Loan in accordance with the terms of this Agreement and (y) such foreign or domestic branch or Affiliate shall not be entitled to any benefits under Sections 2.10, 2.11, 2.12, 2.13 and 5.04 in excess of the amount of benefits such Lender would be entitled to under this Agreement.

Disbursement of Funds. No later than 12:00 Noon Once the Escrow Agent is in receipt of good and collected Investor Funds totaling at least the Minimum Amount from Investors (Frankfurt time) on excluding funds from Pennsylvania), the date specified Escrow Agent shall notify the Company of the same in each Notice of Borrowingwriting. Additionally, each Lender will make available its pro rata portion of each Borrowing requested in the Notice of Borrowing to be made on such date. All such amounts shall be made available in the currency required by Section 2.02(b) in immediately available funds at the Payment Office end of the Facility Agent, and third business day following the Facility Agent will make available to Termination Date (I) as defined in the case of Loans disbursed in DollarsSection 5), the Borrower (and/or its designee(s), to Escrow Agent shall notify the extent possible and to the extent such designee is a provider of Earmarked Foreign Exchange Arrangements referenced in the definition of Dollar Equivalent) and (II) in the case of Loans disbursed in Euro, designee(s) Company of the Borrower (to the extent any such designee is the Yard or, in the case amount of the Hermes Premium, Hermes), in each case prior to 3:00 P.M. (Frankfurt Time) Investor Funds received. If the Minimum Amount has been obtained on such day, to or before the extent of funds actually received by the Facility Agent prior to 12:00 Noon (Frankfurt Time) on such day, in each case at the Payment Office in the account(s) specified in the applicable Notice of BorrowingTermination Date, the aggregate of the amounts so made available by the Lenders. Unless the Facility Agent shall have been notified by any Lender prior to the date of Borrowing that such Lender does not intend to make available to the Facility Agent such Lender’s portion of any Borrowing to be made on such date, the Facility Agent may assume that such Lender has made such amount available to the Facility Agent on such date of Borrowing and the Facility Agent may, in reliance upon such assumption, make available to the Borrower a corresponding amount. If such corresponding amount is not in fact made available to the Facility Agent by such Lender, the Facility Agent shall be entitled to recover such corresponding amount on demand from such Lender. If such Lender does not pay such corresponding amount forthwith upon the Facility Agent’s demand therefor, the Facility Escrow Agent shall promptly notify the Borrower Company and, upon receiving acknowledgement of such notice and written instructions from the Borrower Company’s President or Chief Financial Officer to disburse the Investor Funds, the Escrow Agent shall immediately pay such corresponding amount disburse to the Facility Company, by check or wire transfer, the funds in the Escrow Account, except for amounts payable by the Company to the Escrow Agent pursuant to Exhibit D to this Agreement that remain outstanding. The Escrow Agent agrees that funds in the Escrow Account shall not be released to the Company until and unless the Escrow Agent receives written instructions to release the funds from the Company’s President or Chief Financial Officer. If the Minimum Amount has not been obtained prior to the Termination Date, the Escrow Agent shall promptly following the Termination Date, but in no event more than ten (10) business days after the Termination Date, refund to each Investor by check, funds deposited in the Escrow Account, or shall return the instruments of payment delivered to Escrow Agent if such instruments have not been processed for collection prior to such time, directly to each Investor at the address provided on the List of Investors. Included in the remittance shall be a proportionate share of the income earned in the account allocable to each Investor’s investment in accordance with the terms and conditions specified herein, except that in the case of Investors who have not provided an executed Form W-9 or substitute Form W-9 (or the applicable substitute Form W-8 for foreign investors), the Escrow Agent shall withhold the applicable percentage of the earnings attributable to those Investors in accordance with IRS regulations. Notwithstanding the foregoing, the Escrow Agent shall not be required to remit any payments until funds represented by such payments have been collected by Escrow Agent. The Facility If the Escrow Agent receives written notice from the Company that the Company intends to reject an Investor’s subscription, the Escrow Agent shall also pay to the applicable Investor(s), within a reasonable time not to exceed ten (10) business days after receiving notice of the rejection, by first class United States Mail at the address provided on the List of Investors, or at such other address as shall be entitled furnished to recover on demand from such Lender or the BorrowerEscrow Agent by the Investor in writing, as all collected sums paid by the case may beInvestor for Securities and received by the Escrow Agent, together with the interest earned on such corresponding amount Investor Funds (determined in respect of each day from accordance with the date such corresponding amount was made available by the Facility Agent to the Borrower until the date such corresponding amount is recovered by the Facility Agent, at a rate per annum equal to (i) if recovered from such Lender, at the overnight Eurodollar Rate terms and (ii) if recovered from the Borrower, the rate of interest applicable to the respective Borrowing, as determined pursuant to Section 2.06. Nothing in this Section 2.04 shall be deemed to relieve any Lender from its obligation to make Loans hereunder or to prejudice any rights which the Borrower may have against any Lender as a result of any failure by such Lender to make Loans hereunderconditions specified herein).

Disbursement of Funds. No later than 12:00 Noon (Frankfurt time) on the date specified in each Notice of Borrowing, each Lender will make available its pro rata portion of each Borrowing requested in the Notice of Borrowing to be made on such date. All such amounts shall be made available in the currency required by Section 2.02(b) in immediately available funds at the Payment Office of the Facility Agent, and the Facility Agent will make available to (I) in the case of Loans disbursed in Dollars, the Borrower (and/or its designee(s), to the extent possible and to the extent such designee is a provider of Earmarked Foreign Exchange Arrangements referenced in the definition of Dollar Equivalent) and (II) in the case of Loans disbursed in Euro, designee(s) of the Borrower (to the extent any such designee is the Yard or, in the case of the Hermes Premium, Hermes), in each case prior to 3:00 P.M. (Frankfurt Time) on such day, to the extent of funds actually received by the Facility Agent prior to 12:00 Noon (Frankfurt Time) on such day, in each case at the Payment Office in the account(s) specified in the applicable Notice of Borrowing, the aggregate of the amounts so made available by the Lenders. Unless the Facility Agent shall have been notified by any Lender prior to the date of Borrowing that such Lender does not intend to make available to the Facility Agent such LenderXxxxxx’s portion of any Borrowing to be made on such date, the Facility Agent may assume that such Lender Xxxxxx has made such amount available to the Facility Agent on such date of Borrowing and the Facility Agent may, in reliance upon such assumption, make available to the Borrower a corresponding amount. If such corresponding amount is not in fact made available to the Facility Agent by such Lender, the Facility Agent shall be entitled to recover such corresponding amount on demand from such Lender. If such Lender does not pay such corresponding amount forthwith upon the Facility Agent’s demand therefor, the Facility Agent shall promptly notify the Borrower and the Borrower shall immediately pay such corresponding amount to the Facility Agent. The Facility Agent shall also be entitled to recover on demand from such Lender or the Borrower, as the case may be, interest on such corresponding amount in respect of each day from the date such corresponding amount was made available by the Facility Agent to the Borrower until the date such corresponding amount is recovered by the Facility Agent, at a rate per annum equal to (i) if recovered from such Lender, at the overnight Eurodollar Rate and (ii) if recovered from the Borrower, the rate of interest applicable to the respective Borrowing, as determined pursuant to Section 2.06. Nothing in this Section 2.04 shall be deemed to relieve any Lender from its obligation to make Loans hereunder or to prejudice any rights which the Borrower may have against any Lender as a result of any failure by such Lender to make Loans hereunder.

Disbursement of Funds. No later (a) After such time as the Impoundment Agent has received not less than 12:00 Noon $1,500,000 in subscription amounts, the Impoundment Agent shall forthwith notify the Commissioner of Securities for the State of Minnesota or an agent thereof (Frankfurt the "Commissioner") in writing of the escrow of such amounts. Upon receipt by the Impoundment Agent of written authorization from the Commissioner, said Impoundment Agent, on demand of AFM, shall pay over to the Fund all or any portion of the impounded funds. If $1,500,000 in subscription amount is not received by the Impoundment Agent during the term of this Impoundment Agreement, then, within three business days after the last day of the term of this Impoundment Agreement, the Impoundment Agent shall notify the Commissioner in writing that the conditions of this Impoundment Agreement have not been satisfied, and shall within a reasonable time, but in no event more than thirty (30) days after the last day of the term of this Impoundment Agreement refund to each subscriber the face amount of payments made in subscription for Units, together with his or her pro rata share of interest or income, if any, earned on the date specified funds deposited in each Notice escrow, and shall then notify the Commissioner in writing of Borrowingsuch refund. After receipt by the Impoundment Agent of written authorization for the initial release of funds hereunder, each Lender will make available its pro rata portion the Impoundment Agent shall release to the Fund, from time to time, any funds deposited pursuant to this Agreement, upon the written request of the Fund and without any necessity of further authorization from the Commission. (b) The Fund shall send written notice of each Borrowing requested in request for disbursement of funds which shall specify the Notice subscriptions that have been accepted on behalf of Borrowing to be made the Fund, the commissions and nonaccountable expenses payable on such date. All such amounts shall be made available in subscriptions, the currency required by Section 2.02(b) in immediately available funds at the Payment Office of the Facility Agentsubscriptions that have been rejected, and the Facility Agent will make available to (I) subscriptions that have been deposited in escrow but upon which acceptance by the case of Loans disbursed in DollarsFund remains pending. In accordance with such notice, the Borrower (and/or its designee(s), to the extent possible and to the extent such designee is a provider of Earmarked Foreign Exchange Arrangements referenced in the definition of Dollar Equivalent) and (II) in the case of Loans disbursed in Euro, designee(s) of the Borrower (to the extent any such designee is the Yard or, in the case of the Hermes Premium, Hermes), in each case prior to 3:00 P.M. (Frankfurt Time) on such day, to the extent of funds actually received by the Facility Agent prior to 12:00 Noon (Frankfurt Time) on such day, in each case at the Payment Office in the account(s) specified in the applicable Notice of Borrowing, the aggregate of the amounts so made available by the Lenders. Unless the Facility Impoundment Agent shall have been notified by any Lender prior to the date of Borrowing that such Lender does not intend to make available to the Facility Agent such Lender’s portion of any Borrowing to be made on such date, the Facility Agent may assume that such Lender has made such amount available to the Facility Agent on such date of Borrowing and the Facility Agent may, in reliance upon such assumption, make available to the Borrower a corresponding amount. If such corresponding amount is not in fact made available to the Facility Agent by such Lender, the Facility Agent shall be entitled to recover such corresponding amount on demand from such Lender. If such Lender does not pay such corresponding amount forthwith upon the Facility Agent’s demand therefor, the Facility Agent shall promptly notify the Borrower and the Borrower shall immediately pay such corresponding amount to the Facility Agent. The Facility Agent shall also be entitled to recover on demand from such Lender or the Borrower, as the case may be, interest on such corresponding amount in respect of each day from the date such corresponding amount was made available by the Facility Agent to the Borrower until the date such corresponding amount is recovered by the Facility Agent, at a rate per annum equal to disburse funds: (i) if recovered from such Lender, at representing commissions and nonaccountable expenses on accepted subscriptions directly to the overnight Eurodollar Rate and Dealer-Manager; (ii) if recovered from the Borrower, the rate representing accepted subscription proceeds net of interest applicable commissions and nonaccountable expenses-directly to the respective Borrowing, account of the Fund as determined pursuant authorized in such notice; (iii) representing interest accrued on accepted subscriptions proceeds-directly to Section 2.06the subscribers; and (iv) representing rejected subscription proceeds and interest accrued thereon-directly to the subscribers. Nothing in this Section 2.04 All subscription proceeds upon which acceptance remains pending shall be deemed to relieve any Lender from its obligation to make Loans hereunder or to prejudice any rights which held by the Borrower may have against any Lender as a result of any failure by such Lender to make Loans hereunderImpoundment Agent for disbursement in accordance with the direction contained in the next succeeding notice.

Disbursement of Funds. (a) No later than 12:00 Noon 1:00 p.m. (Frankfurt Cleveland time) on the date specified in each Notice of Borrowing, each Lender Bank will make available its pro Pro rata portion of each Borrowing Revolving Loan requested in the Notice of Borrowing to be made on such datedate in the manner provided below in this Section 5.02(a). All such amounts shall be made available to the Agent in the currency required by Section 2.02(b) in U.S. dollars and immediately available funds at its office listed on the Payment Office of the Facility Agent, signature pages hereto and the Facility Agent promptly will make available to (I) in the case of Loans disbursed in Dollars, the Borrower (and/or by depositing to its designee(s), to the extent possible and to the extent such designee is a provider of Earmarked Foreign Exchange Arrangements referenced in the definition of Dollar Equivalent) and (II) in the case of Loans disbursed in Euro, designee(s) of the Borrower (to the extent any such designee is the Yard or, in the case of the Hermes Premium, Hermes), in each case prior to 3:00 P.M. (Frankfurt Time) on such day, to the extent of funds actually received by the Facility Agent prior to 12:00 Noon (Frankfurt Time) on such day, in each case account at the Payment Office in the account(s) specified in the applicable Notice of Borrowing, Agent’s office the aggregate of the amounts so made available by in the Lenderstype of funds received. Unless the Facility Agent shall have been notified by any Lender Bank prior to the date specified in the Notice of Borrowing that such Lender Bank does not intend to make available to the Facility Agent such Lender’s its portion of any Borrowing the Revolving Loan or Revolving Loans to be made on such date, the Facility Agent may assume that such Lender Bank has made such amount available to the Facility Agent on such date of Borrowing borrowing, and the Facility Agent mayAgent, in reliance upon such assumption, may (in its sole discretion and without any obligation to do so) make available to the Borrower a corresponding amount. If such corresponding amount is not in fact made available to the Facility Agent by such LenderBank and the Agent has made available the same to the Borrower, the Facility Agent shall be entitled to recover such corresponding amount on demand from such LenderBank. If such Lender Bank does not pay such corresponding amount forthwith upon the Facility Agent’s demand therefor, the Facility Agent shall promptly notify the Borrower Borrower, and the Borrower shall immediately pay such corresponding amount to the Facility Agent. The Facility Agent shall also be entitled to recover on demand from such Lender the Bank or the Borrower, as the case may be, interest on such corresponding amount in respect of each day from the date such corresponding amount was made available by the Facility Agent to the Borrower until to the date such corresponding amount is recovered by the Facility Agent, Agent at a rate per annum equal to (i) if recovered from paid by such LenderBank, at the overnight Eurodollar Federal Funds Effective Rate and or (ii) if recovered from paid by the Borrower, the then applicable rate of interest applicable to interest, calculated in accordance with Article IV hereof, for the respective Borrowing, as determined pursuant to Section 2.06. Revolving Loans. (b) Nothing in this Section 2.04 herein shall be deemed to relieve any Lender Bank from its obligation to make Loans fulfill its commitments hereunder or to prejudice any rights which the Borrower may have against any Lender Bank as a result of any failure default by such Lender to make Loans Bank hereunder. (c) No later than 3:00 p.m. (Cleveland time) on the date specified in each Notice of Borrowing relating to a Swing Loan, each Swing Line Lender will make available its pro rata portion of each Swing Loan requested to be made on such date in the manner provided below in this Section 5.02(c). All amounts shall be made available to the Agent in U.S. dollars and immediately available funds at its office listed on the signature pages hereto and the Agent promptly will make available to the Borrower by depositing to its account at the Agent’s office the aggregate of the amounts so made available in the type of funds received.

Disbursement of Funds. No later than 12:00 Noon (Frankfurt timea) On each Payment Date prior to the acceleration of the Notes following the occurrence of an Event of Default, the Indenture Trustee will (based on the date specified information contained in the related Monthly Investor Report) withdraw from the 2019-B Exchange Note Collection Account an amount equal to the 2019-B Available Funds and shall apply such amount in accordance with the following priorities: (i) pro rata, up to a maximum of $250,000 each calendar year, to pay (A) to the Collateral Agent any expenses or indemnified amounts due with respect to the 2019-B Exchange Note or the 2019-B Reference Pool under Section 3.01(c) of the Basic Collateral Agency Agreement or Article Eight of the Basic Collateral Agency Agreement to the extent not paid by the Borrower or the Titling Trust Administrator, (B) to the Administrative Agent any expenses or indemnified amounts due with respect to the 2019-B Exchange Note or the 2019-B Reference Pool under Section 7.05 of the Basic Collateral Agency Agreement or Article Eight of the Basic Collateral Agency Agreement to the extent not paid by the Borrower or the Titling Trust Administrator, (C) to the Trustees all amounts, including indemnities, then due to the Trustees to the extent not paid by the Transferor or the Administrator and (D) to the Asset Representations Reviewer any amounts due under the Asset Representations Review Agreement; (ii) to the 2019-B Distribution Account, for payment to the Noteholders of the interest-bearing Notes, on a pro rata basis, the Interest Distributable Amount for such Notes for such Payment Date; (iii) to the 2019-B Distribution Account, for payment to the Noteholders, as payments of principal, an amount equal to the Priority Principal Distribution Amount for such Payment Date; (iv) to the 2019-B Reserve Account, the amount necessary to cause the amount on deposit in the 2019-B Reserve Account to equal the Required Reserve Amount; (v) to the 2019-B Distribution Account, for payment to the Noteholders, as payments of principal, an amount equal to the Regular Principal Distribution Amount for such Payment Date; (vi) if a Successor Servicer has been appointed pursuant to the 2019-B Servicing Agreement, to such Successor Servicer, any Transition Costs due in connection with such transfer of servicing and not paid pursuant to the 2019-B Servicing Agreement plus the Additional Servicing Fee, if any, for the related Collection Period; (vii) to the Indenture Trustee, the Owner Trustee, the Collateral Agent, the Asset Representations Reviewer and the Administrative Agent, any accrued and unpaid expenses, indemnities and fees, in each Notice of Borrowingcase to the extent the fees, expenses and indemnities have not been previously paid above pursuant to clause (i) above; and (viii) to the Certificateholder, any amounts remaining after the foregoing distributions. (b) On each Lender will make available its pro rata portion of each Borrowing requested Payment Date, the Indenture Trustee shall either directly or through the Note Paying Agent apply or cause to be applied the amount on deposit in the Notice of Borrowing to be made 2019-B Distribution Account on such date. All such amounts shall be made available Payment Date to make the following payments in the currency required by following order of priority: (i) from amounts deposited into the 2019-B Distribution Account pursuant to Section 2.02(b) in immediately available funds at the Payment Office of the Facility Agent, and the Facility Agent will make available to (I) in the case of Loans disbursed in Dollars, the Borrower (and/or its designee(s8.03(a)(ii), to the extent possible and Class A Noteholders of the interest-bearing Class A Notes, on a pro rata basis, the Interest Distributable Amount for such Class A Notes for such Payment Date; (ii) from amounts deposited into the 2019-B Distribution Account pursuant to the extent such designee is a provider of Earmarked Foreign Exchange Arrangements referenced in the definition of Dollar EquivalentSections 8.03(a)(iii) and (IIv) (so long as the maturity of the Notes has not been accelerated pursuant to Section 5.02): (A) first, to the Class A-1 Noteholders (until the Class A-1 Note Balance has been reduced to zero); (B) second, to the Class A-2 (until the Class A-2 Note Balance has been reduced to zero); (C) third, to the Class A-3 Noteholders (until the Class A-3 Note Balance has been reduced to zero); and (D) fourth, to the Class A-4 Noteholders (until the Class A-4 Note Balance has been reduced to zero). (c) Notwithstanding Section 8.03(a), following (i) the liquidation of all or part of the Trust Estate pursuant to Section 5.04(a)(iv), any proceeds of such liquidation of the Trust Estate collected during any Collection Period will be deposited into the 2019-B Exchange Note Collection Account on or prior to the related Payment Date and distributed in the case of Loans disbursed manner set forth in Euro, designee(s) of the Borrower (to the extent any such designee is the Yard or, in the case of the Hermes Premium, Hermes), in each case prior to 3:00 P.M. (Frankfurt TimeSection 5.04(b) on such day, to the extent of funds actually received by the Facility Agent prior to 12:00 Noon (Frankfurt Time) on such day, in each case at the Payment Office in the account(s) specified in the applicable Notice of Borrowing, the aggregate of the amounts so made available by the Lenders. Unless the Facility Agent shall have been notified by any Lender prior to the date of Borrowing that such Lender does not intend to make available to the Facility Agent such Lender’s portion of any Borrowing to be made on such date, the Facility Agent may assume that such Lender has made such amount available to the Facility Agent on such date of Borrowing and the Facility Agent may, in reliance upon such assumption, make available to the Borrower a corresponding amount. If such corresponding amount is not in fact made available to the Facility Agent by such Lender, the Facility Agent shall be entitled to recover such corresponding amount on demand from such Lender. If such Lender does not pay such corresponding amount forthwith upon the Facility Agent’s demand therefor, the Facility Agent shall promptly notify the Borrower and the Borrower shall immediately pay such corresponding amount to the Facility Agent. The Facility Agent shall also be entitled to recover on demand from such Lender or the Borrower, as the case may be, interest on such corresponding amount in respect of each day from the date such corresponding amount was made available by the Facility Agent to the Borrower until the date such corresponding amount is recovered by the Facility Agent, at a rate per annum equal to (i) if recovered from such Lender, at the overnight Eurodollar Rate Date and (ii) if recovered the acceleration of the Notes after the occurrence of an Event of Default, amounts on deposit in the 2019-B Exchange Note Collection Account will be distributed in the manner set forth in Section 5.04(b) on such Payment Date. (d) If on any Payment Date, after giving effect to all deposits to and withdrawals from the Borrower2019-B Reserve Account, the rate amount on deposit in the 2019-B Reserve Account exceeds the Required Reserve Amount, the Indenture Trustee (in accordance with the Monthly Investor Report) shall distribute any such excess to or at the direction of interest applicable the Certificateholder. Upon any such distributions to the respective BorrowingCertificateholder, as determined pursuant the Noteholders will have no further rights in, or claims to Section 2.06. Nothing such amounts. (e) If the sum of the amounts on deposit in this Section 2.04 shall the 2019-B Exchange Note Collection Account and the 2019-B Reserve Account on any Payment Date equals or exceeds the Note Balance, accrued and unpaid interest thereon and all amounts due to the Servicer, the Collateral Agent, the Administrative Agent, the Asset Representations Reviewer, the Owner Trustee and the Indenture Trustee, all such amounts will be deemed applied up to relieve any Lender from its obligation the amount necessary to make Loans hereunder or reduce the Note Balance to prejudice any rights which zero and discharge the Borrower may have against any Lender as a result of any failure by Notes and pay such Lender to make Loans hereunderamounts due.

Disbursement of Funds. (a) No later than 12:00 Noon (Frankfurt i) 2:00 p.m. (New York City time) ), in the case of each Borrowing of Delayed Draw Term Loans for which a Notice of Borrowing has been delivered in accordance with Section 2.03, on the date the requested Borrowing specified in each the Notice of BorrowingBorrowing therefor, each Lender will make available its pro rata portion portion, if any, of each such Borrowing requested in the Notice of Borrowing to be made on such date. All such amounts shall be made available date in the currency required by Section 2.02(b) in immediately available funds at the Payment Office of the Facility Agentmanner provided below, and the Facility Agent will make available to (Iii) in the case of Loans disbursed in Dollars, the Borrower 3:00 p.m. (and/or its designee(sNew York City time), to the extent possible and to the extent such designee is a provider of Earmarked Foreign Exchange Arrangements referenced in the definition of Dollar Equivalent) and (II) in the case of Loans disbursed in Euro, designee(s) of the Borrower (to the extent any such designee is the Yard or, in the case of the Hermes Premiummaking of the Closing Date Term Loans on the Closing Date, Hermes)if the conditions set forth in Article V and Article VI to the effectiveness of this Agreement are met prior to 2:00 p.m. (New York City time) on the Closing Date, each Lender will make available its pro rata portion, if any, of the Term Loan in the manner provided below. Any Borrowings shall be made to or at the direction of the Borrower. (b) Each Lender shall make available all amounts it is obligated to fund to the Borrower under any Borrowing, in each case prior to 3:00 P.M. (Frankfurt Time) on such day, immediately available funds to the extent Administrative Agent, and the Administrative Agent will, after receipt of funds actually received all requested funds, make available to the Borrower, by wiring into an account designated or pursuant to instructions issued by the Facility Borrower to the Administrative Agent prior to 12:00 Noon (Frankfurt Time) on such day, in each case at the Payment Office in the account(s) specified in the applicable Notice of Borrowingwriting, the aggregate of the amounts so made available by the Lendersin Dollars. Unless the Facility Administrative Agent shall have been notified by any Lender prior to the date of any Borrowing that such Lender does not intend to make available to the Facility Administrative Agent such Lender’s its portion of any Borrowing to be made on such date, the Facility Administrative Agent may assume that such Lender Xxxxxx has made such amount available to the Facility Administrative Agent on such date of Borrowing Borrowing, and the Facility Agent mayAdministrative Agent, in reliance upon such assumption, may (in its sole discretion and without any obligation to do so) make available to the Borrower a corresponding amount. If such corresponding amount is not in fact made available to the Facility Administrative Agent by such LenderLender and the Administrative Agent has made available the same to the Borrower, the Facility Administrative Agent shall be entitled to recover such corresponding amount on demand from such Lender. If such Lender does not pay such corresponding amount forthwith upon the Facility Administrative Agent’s demand therefor, the Facility Administrative Agent shall promptly notify the Borrower and the Borrower shall immediately promptly pay such corresponding amount to the Facility Administrative Agent. The Facility Administrative Agent shall also be entitled to recover on demand from such Lender or the Borrower, as the case may be, interest on such corresponding amount in respect of each day from the date such corresponding amount was made available by the Facility Administrative Agent to the Borrower until Borrower, to the date such corresponding amount is recovered by the Facility Administrative Agent, at a rate per annum equal to (i) if recovered from paid by such Lender, at the overnight Eurodollar Federal Funds Rate and or (ii) if recovered from paid by the BorrowerBorrower the then-applicable rate of interest, calculated in accordance with Section 2.08, applicable to ABR Loans. If the Borrower and such Lender shall pay interest to the Administrative Agent for the same (or a portion of the same) period, the rate of interest applicable Administrative Agent shall promptly remit to the respective Borrowing, as determined pursuant to Section 2.06. Borrower the amount of such interest paid by the Borrower for such period. (c) Nothing in this Section 2.04 shall be deemed to relieve any Lender from its obligation to make Loans fulfill its commitments hereunder or to prejudice any rights which that the Borrower may have against any Lender as a result of any failure default by such Xxxxxx xxxxxxxxx (it being understood, however, that no Lender shall be responsible for the failure of any other Lender to make Loans fulfill its commitments hereunder).

Disbursement of Funds. (a) No later than 12:00 Noon (Frankfurt timeLocal Time) on the date specified in each Notice of BorrowingBorrowing (including Mandatory Borrowings), each Lender will make available its pro rata portion portion, if any, of each Borrowing requested in the Notice of Borrowing to be made on such date. All such amounts date in the manner provided below, provided that all Swingline Loans shall be made available in the currency required full amount thereof by Section 2.02(bthe Swingline Lender no later than 3:00 p.m. (New York time) on the date requested. (b) Each Lender shall make available all amounts it is to fund under any Borrowing in Dollars or in the applicable Foreign Currency, as the case may be, and in immediately available funds to the Administrative Agent at the Payment Administrative Agent's Office of the Facility Agent, and the Facility Administrative Agent will (except in the case of Mandatory Borrowings and Borrowings to repay Unpaid Drawings) make available to (Ii) in the case of Loans disbursed in Dollars, the US Borrower (and/or its designee(s), by depositing to the extent possible and to the extent such designee is a provider of Earmarked Foreign Exchange Arrangements referenced in the definition of Dollar Equivalent) and (II) in the case of Loans disbursed in Euro, designee(s) of the Borrower (to the extent any such designee is the Yard or, in the case of the Hermes Premium, Hermes), in each case prior to 3:00 P.M. (Frankfurt Time) on such day, to the extent of funds actually received by the Facility Agent prior to 12:00 Noon (Frankfurt Time) on such day, in each case US Borrower's account at the Payment Administrative Agent's Office in the account(s) specified in the applicable Notice of Borrowing, the aggregate of the amounts so made available in Dollars or in the applicable Foreign Currency, as the case may be, and the type of funds received and (ii) the UK Borrower, by depositing to the LendersUK Borrower's account at the Administrative Agent's Office the aggregate of the amounts so made available in Dollars or in the applicable Foreign Currency, as the case may be, and the type of funds received. Unless the Facility Administrative Agent shall have been notified by any Lender prior to the date of any such Borrowing that such Lender does not intend to make available to the Facility Administrative Agent such Lender’s its portion of any the Borrowing or Borrowings to be made on such date, the Facility Administrative Agent may assume that such Lender has made such amount available to the Facility Administrative Agent on such date of Borrowing Borrowing, and the Facility Agent mayAdministrative Agent, in reliance upon such assumption, may (in its sole discretion and without any obligation to do so) make available to the US Borrower or the UK Borrower, as the case may be, a corresponding amount. If such corresponding amount is not in fact made available to the Facility Administrative Agent by such LenderLender and the Administrative Agent has made available same to the US Borrower or the UK Borrower, as the case may be, the Facility Administrative Agent shall be entitled to recover such corresponding amount on demand from such Lender. If such Lender does not pay such corresponding amount forthwith upon the Facility Administrative Agent’s 's demand therefor, therefor the Facility Administrative Agent shall promptly notify the US Borrower or the UK Borrower, as the case may be, and the US Borrower or the UK Borrower, as the case may be, shall immediately pay such corresponding amount to the Facility Administrative Agent. The Facility Administrative Agent shall also be entitled to recover on demand from such Lender or the US Borrower or the UK Borrower, as the case may be, interest on such corresponding amount in respect of each day from the date such corresponding amount was made available by the Facility Administrative Agent to the US Borrower until or the UK Borrower, as the case may be, to the date such corresponding amount is recovered by the Facility Administrative Agent, at a rate per annum equal to (i) if recovered from paid by such Lender, at the overnight Eurodollar Federal Funds Effective Rate and or (ii) if recovered from paid by the US Borrower or the UK Borrower, as the case may be, the then-applicable rate of interest applicable to interest, calculated in accordance with Section 2.8, for the respective Borrowing, as determined pursuant to Section 2.06. Loans. (c) Nothing in this Section 2.04 2.4 shall be deemed to relieve any Lender from its obligation to make Loans fulfill its commitments hereunder or to prejudice any rights which that the US Borrower or the UK Borrower, as the case may be, may have against any Lender as a result of any failure default by such Lender hereunder (it being understood, however, that no Lender shall be responsible for the failure of any other Lender to make Loans fulfill its commitments hereunder).

Disbursement of Funds. (a) No later than 12:00 Noon (Frankfurt New York --------------------- time) (or, in the case of Base Rate Loans, 2:00 P.M. (New York time)) on the date specified in each Notice of Borrowing, Borrowing each Lender Bank will make available the amount of its pro rata portion of each Borrowing the Loans requested in the Notice of Borrowing to be made on such date. All such amounts shall be made available date in the currency required by Section 2.02(b) --- ---- U.S. dollars and in immediately available funds funds, to the Agent at the Payment Office of the Facility Agent, and the Facility Office. The Agent will make available to the applicable Borrower not later than 1:00 P.M. (INew York time) in the case of Loans disbursed in Dollars, the Borrower (and/or its designee(s), to the extent possible and to the extent such designee is a provider of Earmarked Foreign Exchange Arrangements referenced in the definition of Dollar Equivalent) and (II) in the case of Loans disbursed in Euro, designee(s) of the Borrower (to the extent any such designee is the Yard or, in the case of the Hermes PremiumBase Rate Loans, Hermes), in each case prior to 3:00 P.M. (Frankfurt TimeNew York time)) on such day, to the extent of funds actually received by the Facility Agent prior to 12:00 Noon (Frankfurt Time) on such day, in each case date at the Payment Office in the account(s) specified in the applicable Notice of Borrowing, the aggregate of the amounts so in immediately available funds made available by the LendersBanks against delivery to the Agent at the Payment Office, or at such other office as the Agent may specify, of the documents and papers provided for herein. Unless the Facility The Agent shall deliver the documents and papers received by it for the account of each Bank to such Bank or upon its order. (b) If the Fronting Bank shall not have been notified by any Lender prior to received from a Borrower the date of Borrowing that such Lender does not intend to make available to the Facility Agent such Lender’s portion of any Borrowing payment required to be made on by such dateBorrower pursuant to (S) 1A(e) within the time specified in such Section, the Facility Fronting Bank will promptly notify the Agent may assume that of the L/C Disbursement and the Agent will promptly notify each Bank of such Lender has made such amount available to the Facility Agent L/C Disbursement and its Applicable Percentage thereof. Not later than 2:00 P.M. (New York time) on such date of Borrowing and (or, if such Bank shall have received such notice later than 12:00 Noon (New York time) on any day, no later than 10:00 A.M. (New York time) on the Facility Agent mayimmediately following Business Day), in reliance upon such assumption, each Bank will make available to the Borrower a corresponding amount. If amount of its Applicable Percentage of such corresponding L/C Disbursement (it being understood that such amount is not in fact made available to the Facility Agent by such Lender, the Facility Agent shall be entitled to recover such corresponding amount on demand from such Lender. If such Lender does not pay such corresponding amount forthwith upon the Facility Agent’s demand therefor, the Facility Agent shall promptly notify the Borrower and the Borrower shall immediately pay such corresponding amount to the Facility Agent. The Facility Agent shall also be entitled to recover on demand from such Lender or the Borrower, as the case may be, interest on such corresponding amount in respect of each day from the date such corresponding amount was made available by the Facility Agent to the Borrower until the date such corresponding amount is recovered by the Facility Agent, at a rate per annum equal to (i) if recovered from such Lender, at the overnight Eurodollar Rate and (ii) if recovered from the Borrower, the rate of interest applicable to the respective Borrowing, as determined pursuant to Section 2.06. Nothing in this Section 2.04 shall be deemed to relieve constitute a Base Rate Loan of such Bank and such payment shall be deemed to have reduced the L/C Exposure) in immediately available funds, to the Agent at the Payment Office, and the Agent will promptly pay to the Fronting Bank amounts so received by it from the Banks. The Agent will promptly pay to the Fronting Bank any Lender amounts received by it from such Borrower pursuant to (S) 1A(e) prior to the time that any Bank makes any payment pursuant to this paragraph (b), and any such amounts received by the Agent thereafter will be promptly remitted by the Agent to the Banks that shall have made such payments and to the Fronting Bank, as their interests may appear. If any Bank shall not have made its obligation Applicable Percentage of such L/C Disbursement available to make Loans hereunder or the Agent as provided above, such Bank agrees to prejudice any rights which pay interest on such amount, for each day from and including the Borrower may have against any Lender as a result date such amount is required to be paid in accordance with this paragraph to but excluding the date such amount is paid, to the Agent for the account of any failure by the Fronting Bank at, for the first such Lender to make Loans hereunderday, the Federal Funds Rate, and for each day thereafter, the Base Rate.

Disbursement of Funds. No later than 12:00 Noon (Frankfurt time) on the date specified in each Notice of Borrowing, each Lender will make available its pro rata portion of each Borrowing requested in the Notice of Borrowing to be made on such date. All such amounts shall be made available in the currency required by Section 2.02(b) in immediately available funds at the Payment Office of the Facility Agent, and the Facility Agent will make available to (I) in the case of Loans disbursed in Dollars, the Borrower (and/or its designee(s), to the extent possible and to the extent such designee is a provider of Earmarked Foreign Exchange Arrangements referenced in the definition of ​ ​ -40- ​ ​ ​ Dollar Equivalent) and (II) in the case of Loans disbursed in Euro, designee(s) of the Borrower (to the extent any such designee is the Yard or, in the case of the Hermes Premium, Hermes), in each case prior to 3:00 P.M. (Frankfurt Time) on such day, to the extent of funds actually received by the Facility Agent prior to 12:00 Noon (Frankfurt Time) on such day, in each case at the Payment Office in the account(s) specified in the applicable Notice of Borrowing, the aggregate of the amounts so made available by the Lenders. Unless the Facility Agent shall have been notified by any Lender prior to the date of Borrowing that such Lender does not intend to make available to the Facility Agent such LenderXxxxxx’s portion of any Borrowing to be made on such date, the Facility Agent may assume that such Lender Xxxxxx has made such amount available to the Facility Agent on such date of Borrowing and the Facility Agent may, in reliance upon such assumption, make available to the Borrower a corresponding amount. If such corresponding amount is not in fact made available to the Facility Agent by such Lender, the Facility Agent shall be entitled to recover such corresponding amount on demand from such Lender. If such Lender does not pay such corresponding amount forthwith upon the Facility Agent’s demand therefor, the Facility Agent shall promptly notify the Borrower and the Borrower shall immediately pay such corresponding amount to the Facility Agent. The Facility Agent shall also be entitled to recover on demand from such Lender or the Borrower, as the case may be, interest on such corresponding amount in respect of each day from the date such corresponding amount was made available by the Facility Agent to the Borrower until the date such corresponding amount is recovered by the Facility Agent, at a rate per annum equal to (i) if recovered from such Lender, at the overnight Eurodollar Rate or, on and from the Rate Switch Date, the Reference Rate and (ii) if recovered from the Borrower, the rate of interest applicable to the respective Borrowing, as determined pursuant to Section 2.06. Nothing in this Section 2.04 shall be deemed to relieve any Lender from its obligation to make Loans hereunder or to prejudice any rights which the Borrower may have against any Lender as a result of any failure by such Lender to make Loans hereunder.

Disbursement of Funds. No later than 12:00 Noon (Frankfurt time) on the date specified in each Notice of Borrowing, each Lender will make available its pro rata portion of each Borrowing requested in the Notice of Borrowing to be made on such date. All such amounts shall be made available in the currency required by Section 2.02(b) in immediately available funds at the Payment Office of the Facility Agent, and the Facility Agent will make available to (I) in the case of Loans disbursed in Dollars, the Borrower (and/or its designee(s), to the extent possible and to the extent such designee is a provider of Earmarked Foreign Exchange Arrangements referenced in the definition of Dollar Equivalent) and (II) in the case of Loans disbursed in Euro, designee(s) of the Borrower (to the extent any such designee is the Yard or, in the case of the Hermes Premium, Hermes), in each case prior to 3:00 P.M. (Frankfurt Time) on such day, to the extent of funds actually received by the Facility Agent prior to 12:00 Noon (Frankfurt Time) on such day, in each case at the Payment Office in the account(s) specified in the ​ -40- ​ ​ ​ ​ applicable Notice of Borrowing, the aggregate of the amounts so made available by the Lenders. Unless the Facility Agent shall have been notified by any Lender prior to the date of Borrowing that such Lender does not intend to make available to the Facility Agent such LenderXxxxxx’s portion of any Borrowing to be made on such date, the Facility Agent may assume that such Lender Xxxxxx has made such amount available to the Facility Agent on such date of Borrowing and the Facility Agent may, in reliance upon such assumption, make available to the Borrower a corresponding amount. If such corresponding amount is not in fact made available to the Facility Agent by such Lender, the Facility Agent shall be entitled to recover such corresponding amount on demand from such Lender. If such Lender does not pay such corresponding amount forthwith upon the Facility Agent’s demand therefor, the Facility Agent shall promptly notify the Borrower and the Borrower shall immediately pay such corresponding amount to the Facility Agent. The Facility Agent shall also be entitled to recover on demand from such Lender or the Borrower, as the case may be, interest on such corresponding amount in respect of each day from the date such corresponding amount was made available by the Facility Agent to the Borrower until the date such corresponding amount is recovered by the Facility Agent, at a rate per annum equal to (i) if recovered from such Lender, at the overnight Eurodollar Rate or, on and from the Rate Switch Date, the Reference Rate and (ii) if recovered from the Borrower, the rate of interest applicable to the respective Borrowing, as determined pursuant to Section 2.06. Nothing in this Section 2.04 shall be deemed to relieve any Lender from its obligation to make Loans hereunder or to prejudice any rights which the Borrower may have against any Lender as a result of any failure by such Lender to make Loans hereunder.

Disbursement of Funds. No later than 12:00 Noon (Frankfurt timea) on Each Lender shall make the date specified in each Notice amount of Borrowing, each Lender will make its Term Loan available its pro rata portion of each Borrowing requested in to the Notice of Borrowing to be made on such date. All such amounts shall be made available in the currency required by Section 2.02(b) Administrative Agent in immediately available funds at the Payment Administrative Agent’s Office of the Facility Agent, and the Facility Agent will make available to not later than 1:00 p.m. (I) in the case of Loans disbursed in Dollars, the Borrower (and/or its designee(s), to the extent possible and to the extent such designee is a provider of Earmarked Foreign Exchange Arrangements referenced in the definition of Dollar Equivalent) and (II) in the case of Loans disbursed in Euro, designee(s) of the Borrower (to the extent any such designee is the Yard or, in the case of the Hermes Premium, Hermes), in each case prior to 3:00 P.M. (Frankfurt TimeCentral time) on such day, to the extent of funds actually received by the Facility Agent prior to 12:00 Noon (Frankfurt Time) on such day, in each case at the Payment Office in the account(s) Business Day specified in the applicable Notice of Borrowing. Upon satisfaction of the applicable conditions set forth in Article VI and Article VII, the aggregate Administrative Agent shall make all funds so received available to the Borrower in like funds as received by the Administrative Agent either by (1) crediting the account of the amounts so made available Borrower on the books of Bank of America with the amount of such funds or (2) wire transfer of such funds, in each case in accordance with instructions provided to (and reasonably acceptable to) the Administrative Agent by the Lenders. Borrower. (b) Unless the Facility Administrative Agent shall have been notified by any received notice from a Lender prior to the proposed date of any Borrowing of LIBOR Loans (or, in the case of any Borrowing of ABR Loans, prior to 12:00 noon (Central time) on the date of such Borrowing) that such Lender does will not intend to make available to the Facility Administrative Agent such Lender’s portion share of any Borrowing to be made on such dateBorrowing, the Facility Administrative Agent may assume that such Lender has made such amount share available to the Facility Agent on such date in accordance with Section 2.04 (or, in the case of a Borrowing of ABR Loans, that such Lender has made such share available in accordance with and at the Facility Agent time required by Section 2.04) and may, in reliance upon such assumption, make available to the Borrower a corresponding amount. If In such corresponding amount is event, if a Lender has not in fact made its share of the applicable Borrowing available to the Facility Administrative Agent, then the applicable Lender and the Borrower severally agree to pay to the Administrative Agent forthwith on demand such corresponding amount in immediately available funds with interest thereon, for each day from and including the date such amount is made available to the Borrower to but excluding the date of payment to the Administrative Agent, at (i) in the case of a payment to be made by such Lender, the Facility greater of the Federal Funds Rate and a rate reasonably determined by the Administrative Agent in accordance with banking industry rules on interbank compensation, plus any reasonable administrative, processing or similar fees customarily charged by the Administrative Agent in connection with the foregoing, and (ii) in the case of a payment to be made by the Borrower, the interest rate applicable to ABR Loans. If the Borrower and such Lender shall pay such interest to the Administrative Agent for the same or an overlapping period, the Administrative Agent shall be entitled promptly remit to recover the Borrower the amount of such corresponding amount on demand from interest paid by the Borrower for such Lenderperiod. If such Lender does not pay pays its share of the applicable Borrowing to the Administrative Agent, then the amount so paid shall constitute such corresponding amount forthwith upon the Facility AgentLender’s demand therefor, the Facility Agent shall promptly notify the Borrower and Loan included in such Borrowing. Any payment by the Borrower shall immediately pay be without prejudice to any claim the Borrower may have against a Lender that shall have failed to make such corresponding amount payment to the Facility Administrative Agent. The Facility A notice of the Administrative Agent shall also be entitled to recover on demand from such any Lender or the Borrower, as the case may be, interest on such corresponding Borrower with respect to any amount in respect of each day from the date such corresponding amount was made available by the Facility Agent to the Borrower until the date such corresponding amount is recovered by the Facility Agent, at a rate per annum equal to (i) if recovered from such Lender, at the overnight Eurodollar Rate and (ii) if recovered from the Borrower, the rate of interest applicable to the respective Borrowing, as determined pursuant to Section 2.06. Nothing in owing under this Section 2.04 shall be deemed to relieve conclusive, absent manifest error. (c) If any Lender from its obligation makes available to make Loans hereunder or the Administrative Agent funds for any Loan to prejudice any rights which the Borrower may have against any Lender as a result of any failure be made by such Lender as provided in the foregoing provisions of this Article II, and such funds are not made available to the Borrower by the Administrative Agent because the conditions to the Borrowing set forth in Article VI are not satisfied or waived in accordance with the terms hereof, the Administrative Agent shall return such funds (in like funds as received from such Lender) to such Lender on demand, without interest. (d) The obligations of the Lenders hereunder to make Term Loans hereunderand to make payments pursuant to Section 13.07 are several and not joint. The failure of any Lender to make any Loan or to fund any such participation or to make any payment under Section 13.07 on any date required hereunder shall not relieve any other Lender of its corresponding obligation to do so on such date, and no Lender shall be responsible for the failure of any other Lender to so make its Loan or, to purchase its participation or to make its payment under Section 13.07. (e) Nothing herein shall be deemed to obligate any Lender to obtain the funds for any Loan in any particular place or manner or to constitute a representation by any Lender that it has obtained or will obtain the funds for any Loan in any particular place or manner.

Disbursement of Funds. (a) No later than 12:00 Noon (Frankfurt New York time) (or, in the case of Base Rate Loans, 2:00 P.M. (New York time)) on the date specified in each Notice of Borrowing, Borrowing each Lender Bank will make available the amount of its pro rata portion of each Borrowing the Loans requested in the Notice of Borrowing to be made on such date. All such amounts shall be made available date in the currency required by Section 2.02(b) U.S. dollars and in immediately available funds funds, to the Agent at the Payment Office of the Facility Agent, and the Facility Office. The Agent will make available to the applicable Borrower not later than 1:00 P.M. (INew York time) in the case of Loans disbursed in Dollars, the Borrower (and/or its designee(s), to the extent possible and to the extent such designee is a provider of Earmarked Foreign Exchange Arrangements referenced in the definition of Dollar Equivalent) and (II) in the case of Loans disbursed in Euro, designee(s) of the Borrower (to the extent any such designee is the Yard or, in the case of the Hermes PremiumBase Rate Loans, Hermes), in each case prior to 3:00 P.M. (Frankfurt TimeNew York time)) on such day, to the extent of funds actually received by the Facility Agent prior to 12:00 Noon (Frankfurt Time) on such day, in each case date at the Payment Office in the account(s) specified in the applicable Notice of Borrowing, the aggregate of the amounts so in immediately available funds made available by the LendersBanks against delivery to the Agent at the Payment Office, or at such other office as the Agent may specify, of the documents and papers provided for herein. Unless the Facility The Agent shall deliver the documents and papers received by it for the account of each Bank to such Bank or upon its order. (b) If the Fronting Bank shall not have been notified by any Lender prior to received from a Borrower the date of Borrowing that such Lender does not intend to make available to the Facility Agent such Lender’s portion of any Borrowing payment required to be made on by such dateBorrower pursuant to Section 1A(e) within the time specified in such Section, the Facility Fronting Bank will promptly notify the Agent may assume that of the L/C Disbursement and the Agent will promptly notify each Bank of such Lender has made such amount available to the Facility Agent L/C Disbursement and its Applicable Percentage thereof. Not later than 2:00 P.M. (New York time) on such date of Borrowing and (or, if such Bank shall have received such notice later than 12:00 Noon (New York time) on any day, no later than 10:00 A.M. (New York time) on the Facility Agent mayimmediately following Business Day), in reliance upon such assumption, each Bank will make available to the Borrower a corresponding amount. If amount of its Applicable Percentage of such corresponding L/C Disbursement (it being understood that such amount is not in fact made available to the Facility Agent by such Lender, the Facility Agent shall be entitled to recover such corresponding amount on demand from such Lender. If such Lender does not pay such corresponding amount forthwith upon the Facility Agent’s demand therefor, the Facility Agent shall promptly notify the Borrower and the Borrower shall immediately pay such corresponding amount to the Facility Agent. The Facility Agent shall also be entitled to recover on demand from such Lender or the Borrower, as the case may be, interest on such corresponding amount in respect of each day from the date such corresponding amount was made available by the Facility Agent to the Borrower until the date such corresponding amount is recovered by the Facility Agent, at a rate per annum equal to (i) if recovered from such Lender, at the overnight Eurodollar Rate and (ii) if recovered from the Borrower, the rate of interest applicable to the respective Borrowing, as determined pursuant to Section 2.06. Nothing in this Section 2.04 shall be deemed to relieve constitute a Base Rate Loan of such Bank and such payment shall be deemed to have reduced the L/C Exposure) in immediately available funds, to the Agent at the Payment Office, and the Agent will promptly pay to the Fronting Bank amounts so received by it from the Banks. The Agent will promptly pay to the Fronting Bank any Lender amounts received by it from such Borrower pursuant to Section 1A(e) prior to the time that any Bank makes any payment pursuant to this paragraph (b), and any such amounts received by the Agent thereafter will be promptly remitted by the Agent to the Banks that shall have made such payments and to the Fronting Bank, as their interests may appear. If any Bank shall not have made its obligation Applicable Percentage of such L/C Disbursement available to make Loans hereunder or the Agent as provided above, such Bank agrees to prejudice any rights which pay interest on such amount, for each day from and including the Borrower may have against any Lender as a result date such amount is required to be paid in accordance with this paragraph to but excluding the date such amount is paid, to the Agent for the account of any failure by the Fronting Bank at, for the first such Lender to make Loans hereunderday, the Federal Funds Rate, and for each day thereafter, the Base Rate.

Disbursement of Funds. No later than 12:00 Noon (Frankfurt timea) On each Payment Date prior to the acceleration of the Notes following the occurrence of an Event of Default, the Indenture Trustee will (based on the date specified information contained in the related Monthly Investor Report) withdraw from the 2019-A Exchange Note Collection Account an amount equal to the 2019-A Available Funds and shall apply such amount in accordance with the following priorities: (i) pro rata, up to a maximum of $250,000 each calendar year, to pay (A) to the Collateral Agent any expenses or indemnified amounts due with respect to the 2019-A Exchange Note or the 2019-A Reference Pool under Section 3.01(c) of the Basic Collateral Agency Agreement or Article Eight of the Basic Collateral Agency Agreement to the extent not paid by the Borrower or the Titling Trust Administrator, (B) to the Administrative Agent any expenses or indemnified amounts due with respect to the 2019-A Exchange Note or the 2019-A Reference Pool under Section 7.05 of the Basic Collateral Agency Agreement or Article Eight of the Basic Collateral Agency Agreement to the extent not paid by the Borrower or the Titling Trust Administrator, (C) to the Trustees all amounts, including indemnities, then due to the Trustees to the extent not paid by the Transferor or the Administrator and (D) to the Asset Representations Reviewer any amounts due under the Asset Representations Review Agreement; (ii) to the 2019-A Distribution Account, for payment to the Noteholders, on a pro rata basis, the Interest Distributable Amount for such Payment Date; (iii) to the 2019-A Distribution Account, for payment to the Noteholders, as payments of principal, an amount equal to the Priority Principal Distribution Amount for such Payment Date; (iv) to the 2019-A Reserve Account, the amount necessary to cause the amount on deposit in the 2019-A Reserve Account to equal the Required Reserve Amount; (v) to the 2019-A Distribution Account, for payment to the Noteholders, as payments of principal, an amount equal to the Regular Principal Distribution Amount for such Payment Date; (vi) if a Successor Servicer has been appointed pursuant to the 2019-A Servicing Agreement, to such Successor Servicer, any Transition Costs due in connection with such transfer of servicing and not paid pursuant to the 2019-A Servicing Agreement plus the Additional Servicing Fee, if any, for the related Collection Period; (vii) to the Indenture Trustee, the Owner Trustee, the Collateral Agent, the Asset Representations Reviewer and the Administrative Agent, any accrued and unpaid expenses, indemnities and fees, in each Notice of Borrowingcase to the extent the fees, expenses and indemnities have not been previously paid above pursuant to clause (i) above; and (viii) to the Certificateholder, any amounts remaining after the foregoing distributions. (b) On each Lender will make available its pro rata portion of each Borrowing requested Payment Date, the Indenture Trustee shall either directly or through the Note Paying Agent apply or cause to be applied the amount on deposit in the Notice of Borrowing to be made 2019-A Distribution Account on such date. All such amounts shall be made available Payment Date to make the following payments in the currency required by following order of priority: (i) from amounts deposited into the 2019-A Distribution Account pursuant to Section 2.02(b) in immediately available funds at the Payment Office of the Facility Agent, and the Facility Agent will make available to (I) in the case of Loans disbursed in Dollars, the Borrower (and/or its designee(s8.03(a)(ii), to the extent possible and Class A Noteholders, on a pro rata basis, the Interest Distributable Amount for the Class A Notes for such Payment Date; (ii) from amounts deposited into the 2019-A Distribution Account pursuant to the extent such designee is a provider of Earmarked Foreign Exchange Arrangements referenced in the definition of Dollar EquivalentSections 8.03(a)(iii) and (IIv) (so long as the maturity of the Notes has not been accelerated pursuant to Section 5.02): (A) first, to the Class A-1 Noteholders (until the Class A-1 Note Balance has been reduced to zero); (B) second, to the Class A-2 (until the Class A-2 Note Balance has been reduced to zero); (C) third, to the Class A-3 Noteholders (until the Class A-3 Note Balance has been reduced to zero); and (D) fourth, to the Class A-4 Noteholders (until the Class A-4 Note Balance has been reduced to zero). (c) Notwithstanding Section 8.03(a), following (i) the liquidation of all or part of the Trust Estate pursuant to Section 5.04(a)(iv), any proceeds of such liquidation of the Trust Estate collected during any Collection Period will be deposited into the 2019-A Exchange Note Collection Account on or prior to the related Payment Date and distributed in the case of Loans disbursed manner set forth in Euro, designee(s) of the Borrower (to the extent any such designee is the Yard or, in the case of the Hermes Premium, Hermes), in each case prior to 3:00 P.M. (Frankfurt TimeSection 5.04(b) on such day, to the extent of funds actually received by the Facility Agent prior to 12:00 Noon (Frankfurt Time) on such day, in each case at the Payment Office in the account(s) specified in the applicable Notice of Borrowing, the aggregate of the amounts so made available by the Lenders. Unless the Facility Agent shall have been notified by any Lender prior to the date of Borrowing that such Lender does not intend to make available to the Facility Agent such Lender’s portion of any Borrowing to be made on such date, the Facility Agent may assume that such Lender has made such amount available to the Facility Agent on such date of Borrowing and the Facility Agent may, in reliance upon such assumption, make available to the Borrower a corresponding amount. If such corresponding amount is not in fact made available to the Facility Agent by such Lender, the Facility Agent shall be entitled to recover such corresponding amount on demand from such Lender. If such Lender does not pay such corresponding amount forthwith upon the Facility Agent’s demand therefor, the Facility Agent shall promptly notify the Borrower and the Borrower shall immediately pay such corresponding amount to the Facility Agent. The Facility Agent shall also be entitled to recover on demand from such Lender or the Borrower, as the case may be, interest on such corresponding amount in respect of each day from the date such corresponding amount was made available by the Facility Agent to the Borrower until the date such corresponding amount is recovered by the Facility Agent, at a rate per annum equal to (i) if recovered from such Lender, at the overnight Eurodollar Rate Date and (ii) if recovered the acceleration of the Notes after the occurrence of an Event of Default, amounts on deposit in the 2019-A Exchange Note Collection Account will be distributed in the manner set forth in Section 5.04(b) on such Payment Date. (d) If on any Payment Date, after giving effect to all deposits to and withdrawals from the Borrower2019-A Reserve Account, the rate amount on deposit in the 2019-A Reserve Account exceeds the Required Reserve Amount, the Indenture Trustee (in accordance with the Monthly Investor Report) shall distribute any such excess to or at the direction of interest applicable the Certificateholder. Upon any such distributions to the respective BorrowingCertificateholder, as determined pursuant the Noteholders will have no further rights in, or claims to Section 2.06. Nothing such amounts. (e) If the sum of the amounts on deposit in this Section 2.04 shall the 2019-A Exchange Note Collection Account and the 2019-A Reserve Account on any Payment Date equals or exceeds the Note Balance, accrued and unpaid interest thereon and all amounts due to the Servicer, the Collateral Agent, the Administrative Agent, the Asset Representations Reviewer, the Owner Trustee and the Indenture Trustee, all such amounts will be deemed applied up to relieve any Lender from its obligation the amount necessary to make Loans hereunder or reduce the Note Balance to prejudice any rights which zero and discharge the Borrower may have against any Lender as a result of any failure by Notes and pay such Lender to make Loans hereunderamounts due.

Disbursement of Funds. No later than 12:00 Noon (Frankfurt time) on the date specified in each Notice of Borrowing, each Lender will make available its pro rata portion of each Borrowing requested in the Notice of Borrowing to be made on such date. All such amounts shall be made available in the currency required by Section 2.02(b) in immediately available funds at the Payment Office of the Facility Agent, and the Facility Agent will make available to (I) in the case of Loans disbursed in Dollars, the designee(s) of the Borrower (and/or its with such designee(s), to ) being in such circumstances either Hermes (in the extent possible and to case of the extent such designee is Hermes Premium) or a provider of Earmarked Foreign Exchange Arrangements referenced in the definition of Dollar Equivalent) ), save that the Loan in respect of the First Hermes Instalment may be paid directly to the Borrower and (II) in the case of Loans disbursed in Euro, designee(s) of the Borrower (to with such designee(s) being in such circumstances the extent any such designee is the Yard or, in the case of the Hermes Premium, HermesYard), in each case prior to 3:00 P.M. (Frankfurt Time) on such day, to the extent of funds actually received by the Facility Agent prior to 12:00 Noon (Frankfurt Time) on such day, in each case at the Payment Office in the account(s) specified in the applicable Notice of Borrowing, the aggregate of the amounts so made available by the Lenders. Unless the Facility Agent shall have been notified by any Lender prior to the date of Borrowing that such Lender does not intend to make available to the Facility Agent such Lender’s portion of any Borrowing to be made on such date, the Facility Agent may assume that such Lender has made such amount available to the Facility Agent on such date of Borrowing and the Facility Agent may, in reliance upon such assumption, make available to the Borrower a corresponding amount. If such corresponding amount is not in fact made available to the Facility Agent by such Lender, the Facility Agent shall be entitled to recover such corresponding amount on demand from such Lender. If such Lender does not pay such corresponding amount forthwith upon the Facility Agent’s demand therefor, the Facility Agent shall promptly notify the Borrower and the Borrower shall immediately pay such corresponding amount to the Facility Agent. The Facility Agent shall also be entitled to recover on demand from such Lender or the Borrower, as the case may be, interest on such corresponding amount in respect of each day from the date such corresponding amount was made available by the Facility Agent to the Borrower until the date such corresponding amount is recovered by the Facility Agent, at a percentage rate per annum equal to (i) if recovered from such Lender, at the overnight Eurodollar Rate and (ii) if recovered from the Borrower, the rate of interest applicable to the respective Borrowing, as determined pursuant to Section 2.06. Nothing in this Section 2.04 shall be deemed to relieve any Lender from its obligation to make Loans hereunder or to prejudice any rights which the Borrower may have against any Lender as a result of any failure by such Lender to make Loans hereunder.

Disbursement of Funds. (a) No later than 12:00 Noon 1:00 P.M. (Frankfurt New York --------------------- time) on the date specified in each Notice of BorrowingBorrowing (or (x) in the case of Swingline Loans, not later than 2:00 P.M. (New York time) on the date specified in Section 1.03(b)(i) or (y) in the case of Mandatory Borrowings, not later than 12:00 Noon (New York time) on the date specified in Section 1.01(C)), each Lender Bank with a Commitment under the respective Facility will make available its pro rata portion --- ---- share, if any, of each Borrowing requested in the Notice of Borrowing to be made on such datedate (or in the case of Swingline Loans, BTCo shall make available the full amount thereof) in the manner provided below. All such amounts shall be made available to the Agent in the currency required by Section 2.02(b) in U.S. Dollars and immediately available funds at the Payment Office of the Facility Agent, and the Facility Agent promptly will make available to (I) in the case of Loans disbursed in Dollars, the Borrower (and/or by depositing to its designee(s), to the extent possible and to the extent such designee is a provider of Earmarked Foreign Exchange Arrangements referenced in the definition of Dollar Equivalent) and (II) in the case of Loans disbursed in Euro, designee(s) of the Borrower (to the extent any such designee is the Yard or, in the case of the Hermes Premium, Hermes), in each case prior to 3:00 P.M. (Frankfurt Time) on such day, to the extent of funds actually received by the Facility Agent prior to 12:00 Noon (Frankfurt Time) on such day, in each case account at the Payment Office in the account(s) specified in the applicable Notice of Borrowing, the aggregate of the amounts so made available by in the Lenderstype of funds received. Unless the Facility Agent shall have been notified by any Lender Bank prior to the date of Borrowing that such Lender Bank does not intend to make available to the Facility Agent such Lender’s its portion of any the Borrowing or Borrowings to be made on such date, the Facility Agent may assume that such Lender Bank has made such amount available to the Facility Agent on such date of Borrowing Borrowing, and the Facility Agent mayAgent, in reliance upon such assumption, may (in its sole discretion and without any obligation to do so) make available to the Borrower a corresponding amount. If such corresponding amount is not in fact made available to the Facility Agent by such LenderBank and the Agent has made available same to the Borrower, the Facility Agent shall be entitled to recover such corresponding amount on demand from such LenderBank. If such Lender Bank does not pay such corresponding amount forthwith upon the Facility Agent’s 's demand therefor, the Facility Agent shall promptly notify the Borrower Borrower, and the Borrower shall immediately pay such corresponding amount to the Facility Agent. The Facility Agent shall also be entitled to recover on demand from such Lender the Bank or the Borrower, as the case may be, interest on such corresponding amount in respect of each day from the date such corresponding amount was made available by the Facility Agent to the Borrower until to the date such corresponding amount is recovered by the Facility Agent, at a rate per annum equal to (ix) if recovered from paid by such LenderBank, at the overnight Eurodollar Rate and Federal Funds rate or (iiy) if recovered from paid by the Borrower, the then applicable rate of interest applicable to interest, calculated in accordance with Section 1.08, for the respective Borrowing, as determined pursuant to Section 2.06. Loans. (b) Nothing in this Section 2.04 herein shall be deemed to relieve any Lender Bank from its obligation to make Loans fulfill its commitments hereunder or to prejudice any rights which the Borrower may have against any Lender Bank as a result of any failure default by such Lender to make Loans Bank hereunder.

Disbursement of Funds. No All Loans under this Agreement shall be made by Lenders simultaneously and proportionately to their respective Pro Rata Shares, it being understood that no Lender shall be responsible for any default by any other Lender in that other Lender's obligation to make a Loan requested hereunder nor shall the Commitment of any Lender be increased or decreased as a result of a default by any other Lender in that other Lender's obligation to make a Loan requested hereunder. Promptly after receipt by Agent of a Notice of Borrowing pursuant to subsection 2.1B (or telephonic notice in lieu thereof), Agent shall notify each Lender of the proposed borrowing. Each Lender shall make the amount of its Loan available to Agent, in same day funds in Dollars, at the Funding and Payment Office, not later than 12:00 Noon 9:00 A.M. (Frankfurt Los Angeles time) (in the case of a LIBOR Rate Loan) or 2:00 P.M. (Los Angeles time) (in the case of a Base Rate Loan) on the date applicable Funding Date. Except as provided in subsection 3.3B with respect to Loans used to reimburse any Issuing Lender for the amount of a drawing under a Letter of Credit issued by it, upon satisfaction or waiver of the conditions precedent specified in each Notice of Borrowing, each Lender will make available its pro rata portion of each Borrowing requested in the Notice of Borrowing to be made on such date. All such amounts shall be made available in the currency required by Section 2.02(b) in immediately available funds at the Payment Office of the Facility Agent, and the Facility Agent will make available to subsections 4.1 (I) in the case of Loans disbursed in Dollars, made on the Borrower (and/or its designee(s), to the extent possible and to the extent such designee is a provider of Earmarked Foreign Exchange Arrangements referenced in the definition of Dollar EquivalentClosing Date) and 4.2 (II) in the case of all Loans), Agent shall make the proceeds of such Loans disbursed available to Company on the applicable Funding Date by causing an amount of same day funds in Euro, designee(s) of the Borrower (Dollars equal to the extent any proceeds of all such designee is the Yard or, in the case of the Hermes Premium, Hermes), in each case prior Loans received by Agent from Lenders to 3:00 P.M. (Frankfurt Time) on such day, be credited to the extent account of funds actually received by the Facility Agent prior to 12:00 Noon (Frankfurt Time) on such day, in each case Company at the Funding and Payment Office in the account(s) specified in the applicable Notice of Borrowing, the aggregate of the amounts so made available by the LendersOffice. Unless the Facility Agent shall have been notified by any Lender prior to the date of Borrowing Funding Date for any Loans that such Lender does not intend to make available to Agent the Facility Agent amount of such Lender’s portion of any Borrowing to be made 's Loan requested on such dateFunding Date, the Facility Agent may assume that such Lender has made such amount available to the Facility Agent on such date of Borrowing Funding Date and the Facility Agent may, in reliance upon such assumptionits sole discretion, but shall not be obligated to, make available to the Borrower Company a corresponding amountamount on such Funding Date. If such corresponding amount is not in fact made available to the Facility Agent by such Lender, the Facility Agent shall be entitled to recover such corresponding amount on demand from such LenderLender together with interest thereon, for each day from such Funding Date until the date such amount is paid to Agent, at the Federal Funds Effective Rate for three Business Days and thereafter at the Base Rate. If such Lender does not pay such corresponding amount forthwith upon the Facility Agent’s 's demand therefor, the Facility Agent shall promptly notify the Borrower Company and the Borrower Company shall immediately pay such corresponding amount to the Facility Agent. The Facility Agent shall also be entitled to recover on demand from such Lender or the Borrowertogether with interest thereon, as the case may be, interest on such corresponding amount in respect of for each day from the date such corresponding amount was made available by the Facility Agent to the Borrower Funding Date until the date such corresponding amount is recovered by the Facility paid to Agent, at a rate per annum equal to (i) if recovered from such Lender, at the overnight Eurodollar Rate and (ii) if recovered from the Borrower, the rate of interest applicable to the respective Borrowing, as determined pursuant to Section 2.06payable under this Agreement for Base Rate Loans. Nothing in this Section 2.04 subsection 2.1C shall be deemed to relieve any Lender from its obligation to make Loans fulfill its Commitment hereunder or to prejudice any rights which the Borrower that Company may have against any Lender as a result of any failure default by such Lender to make Loans hereunder.

Disbursement of Funds. No later than 12:00 Noon (Frankfurt timea) On each Payment Date prior to the acceleration of the Notes following the occurrence of an Event of Default, the Indenture Trustee will (based on the date specified information contained in the related Monthly Investor Report) withdraw from the 2012-A Exchange Note Collection Account an amount equal to the 2012-A Available Funds and shall apply such amount in accordance with the following priorities: (i) to the Servicer, the 2012-A Reference Pool Servicing Fee and an amount equal to any Nonrecoverable Advances; (ii) pro rata, up to a maximum of $100,000 each calendar year, (A) to pay to the Collateral Agent any expenses or indemnified amounts due with respect to the 2012-A Exchange Note or the 2012-A Reference Pool under Section 3.01(c) of the Basic Collateral Agency Agreement or Article Eight of the Basic Collateral Agency Agreement to the extent not paid by the Borrower or the Titling Trust Administrator, (B) to pay to the Administrative Agent any expenses or indemnified amounts due with respect to the 2012-A Exchange Note or the 2012-A Reference Pool under Section 7.05 of the Basic Collateral Agency Agreement or Article Eight of the Basic Collateral Agency Agreement to the extent not paid by the Borrower or the Titling Trust Administrator, and (C) to the payment of all amounts, including indemnities, then due to the Trustees to the extent not paid by the Transferor or the Administrator; (iii) to the 2012-A Distribution Account, for payment to the Noteholders, on a pro rata basis, the Interest Distributable Amount for such Payment Date; (iv) to the 2012-A Distribution Account, for payment to the Noteholders, as payments of principal, an amount equal to the Priority Principal Distribution Amount for such Payment Date; (v) to the 2012-A Reserve Account, the amount necessary to cause the amount on deposit in the 2012-A Reserve Account to equal the Required Reserve Amount; (vi) to the 2012-A Distribution Account, for payment to the Noteholders, as payments of principal, an amount equal to the Regular Principal Distribution Amount for such Payment Date; (vii) if a Successor Servicer has been appointed pursuant to the 2012-A Servicing Agreement, to such Successor Servicer, any Transition Costs due in connection with such transfer of servicing and not paid pursuant to the 2012-A Servicing Agreement plus the Additional Servicing Fee, if any, for the related Collection Period; (viii) to the Indenture Trustee, the Owner Trustee, the Collateral Agent and the Administrative Agent, any accrued and unpaid expenses, indemnities and fees, in each Notice of Borrowingcase to the extent the fees, expenses and indemnities have not been previously paid above pursuant to clause (ii) above; and (ix) to the Certificateholder, any amounts remaining after the foregoing distributions. (b) On each Lender will make available its pro rata portion of each Borrowing requested Payment Date, the Indenture Trustee shall either directly or through the Note Paying Agent apply or cause to be applied the amount on deposit in the Notice of Borrowing to be made 2012-A Distribution Account on such date. All such amounts shall be made available Payment Date to make the following payments in the currency required by following order of priority: (i) from amounts deposited into the 2012-A Distribution Account pursuant to Section 2.02(b) in immediately available funds at the Payment Office of the Facility Agent, and the Facility Agent will make available to (I) in the case of Loans disbursed in Dollars, the Borrower (and/or its designee(s8.03(a)(iii), to the extent possible and Noteholders, on a pro rata basis, the Interest Distributable Amount for such Payment Date; and (ii) from amounts deposited into the 2012-A Distribution Account pursuant to the extent such designee is a provider of Earmarked Foreign Exchange Arrangements referenced in the definition of Dollar EquivalentSections 8.03(a)(iv) and (IIvi) (so long as the maturity of the Notes has not been accelerated pursuant to Section 5.02): (A) first, to the Class A-1 Noteholders (until the Class A-1 Note Balance has been reduced to zero); (B) second, to the Class A-2 Noteholders (until the Class A-2 Note Balance has been reduced to zero); (C) third, to the Class A-3 Noteholders (until the Class A-3 Note Balance has been reduced to zero); and (D) fourth, to the Class A-4 Noteholders (until the Class A-4 Note Balance has been reduced to zero). (c) Notwithstanding Section 8.03(a), following (i) the liquidation of all or part of the Trust Estate pursuant to Section 5.04(a)(iv), any proceeds of such liquidation of the Trust Estate collected during any Collection Period will be deposited into the 2012-A Exchange Note Collection Account on or prior to the related Payment Date and distributed in the case of Loans disbursed manner set forth in Euro, designee(s) of the Borrower (to the extent any such designee is the Yard or, in the case of the Hermes Premium, Hermes), in each case prior to 3:00 P.M. (Frankfurt TimeSection 5.04(b) on such day, to the extent of funds actually received by the Facility Agent prior to 12:00 Noon (Frankfurt Time) on such day, in each case at the Payment Office in the account(s) specified in the applicable Notice of Borrowing, the aggregate of the amounts so made available by the Lenders. Unless the Facility Agent shall have been notified by any Lender prior to the date of Borrowing that such Lender does not intend to make available to the Facility Agent such Lender’s portion of any Borrowing to be made on such date, the Facility Agent may assume that such Lender has made such amount available to the Facility Agent on such date of Borrowing and the Facility Agent may, in reliance upon such assumption, make available to the Borrower a corresponding amount. If such corresponding amount is not in fact made available to the Facility Agent by such Lender, the Facility Agent shall be entitled to recover such corresponding amount on demand from such Lender. If such Lender does not pay such corresponding amount forthwith upon the Facility Agent’s demand therefor, the Facility Agent shall promptly notify the Borrower and the Borrower shall immediately pay such corresponding amount to the Facility Agent. The Facility Agent shall also be entitled to recover on demand from such Lender or the Borrower, as the case may be, interest on such corresponding amount in respect of each day from the date such corresponding amount was made available by the Facility Agent to the Borrower until the date such corresponding amount is recovered by the Facility Agent, at a rate per annum equal to (i) if recovered from such Lender, at the overnight Eurodollar Rate Date and (ii) if recovered the acceleration of the Notes after the occurrence of an Event of Default, amounts on deposit in the 2012-A Exchange Note Collection Account will be distributed in the manner set forth in Section 5.04(b) on such Payment Date. (d) If on any Payment Date, after giving effect to all deposits to and withdrawals from the Borrower2012-A Reserve Account, the rate amount on deposit in the 2012-A Reserve Account exceeds the Required Reserve Amount, the Indenture Trustee (in accordance with the Monthly Investor Report) shall distribute any such excess to or at the direction of interest applicable the Certificateholder. Upon any such distributions to the respective BorrowingCertificateholder, as determined pursuant the Noteholders will have no further rights in, or claims to Section 2.06. Nothing in this Section 2.04 shall be deemed to relieve any Lender from its obligation to make Loans hereunder or to prejudice any rights which the Borrower may have against any Lender as a result of any failure by such Lender to make Loans hereunderamounts.

Disbursement of Funds. No later than 12:00 Noon (Frankfurt time) on the date specified in each Notice of Borrowing, each Lender will make available its pro rata portion of each Borrowing requested in the Notice of Borrowing to be made on such date. All such amounts shall be made available in the currency required by Section 2.02(b) in immediately available funds at the Payment Office of the Facility Agent, and the Facility Agent will make available to (I) in the case of Loans disbursed in Dollars, the designee(s) of the Borrower (and/or its with such designee(s), to ) being in such circumstances either Hermes (in the extent possible and to case of the extent such designee is Hermes Premium) or a provider of Earmarked Foreign Exchange Arrangements referenced in the definition of Dollar Equivalent) ), save that each Loan in respect of the First Hermes Instalment and the Additional Hermes Premium may be paid directly to the Borrower and (II) in the case of Loans disbursed in Euro, designee(s) of the Borrower (to with such designee(s) being in such circumstances the extent any such designee is the Yard or, in the case of the Hermes Premium, HermesYard), in each case prior to 3:00 P.M. (Frankfurt Time) on such day, to the extent of funds actually received by the Facility Agent prior to 12:00 Noon (Frankfurt Time) on such day, in each case at the Payment Office in the account(s) specified in the applicable Notice of Borrowing, the aggregate of the amounts so made available by the Lenders. Unless the Facility Agent shall have been notified by any Lender prior to the date of Borrowing that such Lender does not intend to make available to the Facility Agent such LenderLxxxxx’s portion of any Borrowing to be made on such date, the Facility Agent may assume that such Lender Lxxxxx has made such amount available to the Facility Agent on such date of Borrowing and the Facility Agent may, in reliance upon such assumption, make available to the Borrower a corresponding amount. If such corresponding amount is not in fact made available to the Facility Agent by such Lender, the Facility Agent shall be entitled to recover such corresponding amount on demand from such Lender. If such Lender does not pay such corresponding amount forthwith upon the Facility Agent’s demand therefor, the Facility Agent shall promptly notify the Borrower and the Borrower shall immediately pay such corresponding amount to the Facility Agent. The Facility Agent shall also be entitled to recover on demand from such Lender or the Borrower, as the case may be, interest on such corresponding amount in respect of each day from the date such corresponding amount was made available by the Facility Agent to the Borrower until the date such corresponding amount is recovered by the Facility Agent, at a percentage rate per annum equal to (i) if recovered from such Lender, at the overnight Eurodollar Rate and (ii) if recovered from the Borrower, the rate of interest applicable to the respective Borrowing, as determined pursuant to Section 2.06. Nothing in this Section 2.04 shall be deemed to relieve any Lender from its obligation to make Loans hereunder or to prejudice any rights which the Borrower may have against any Lender as a result of any failure by such Lender to make Loans hereunder.

Disbursement of Funds. No later than 12:00 Noon (Frankfurt timea) On each Payment Date prior to the acceleration of the Notes following the occurrence of an Event of Default, the Indenture Trustee will (based on the date specified information contained in the related Monthly Investor Report) withdraw from the 2020-A Exchange Note Collection Account an amount equal to the 2020-A Available Funds and shall apply such amount in accordance with the following priorities: (i) pro rata, up to a maximum of $250,000 each calendar year, to pay (A) to the Collateral Agent any expenses or indemnified amounts due with respect to the 2020-A Exchange Note or the 2020-A Reference Pool under Section 3.01(c) of the Basic Collateral Agency Agreement or Article Eight of the Basic Collateral Agency Agreement to the extent not paid by the Borrower or the Titling Trust Administrator, (B) to the Administrative Agent any expenses or indemnified amounts due with respect to the 2020-A Exchange Note or the 2020-A Reference Pool under Section 7.05 of the Basic Collateral Agency Agreement or Article Eight of the Basic Collateral Agency Agreement to the extent not paid by the Borrower or the Titling Trust Administrator, (C) to the Trustees all amounts, including indemnities, then due to the Trustees to the extent not paid by the Transferor or the Administrator and (D) to the Asset Representations Reviewer any amounts due under the Asset Representations Review Agreement; (ii) to the 2020-A Distribution Account, for payment to the Noteholders of the interest-bearing Notes, on a pro rata basis, the Interest Distributable Amount for such Notes for such Payment Date; (iii) to the 2020-A Distribution Account, for payment to the Noteholders, as payments of principal, an amount equal to the Priority Principal Distribution Amount for such Payment Date; (iv) to the 2020-A Reserve Account, the amount necessary to cause the amount on deposit in the 2020-A Reserve Account to equal the Required Reserve Amount; (v) to the 2020-A Distribution Account, for payment to the Noteholders, as payments of principal, an amount equal to the Regular Principal Distribution Amount for such Payment Date; (vi) if a Successor Servicer has been appointed pursuant to the 2020-A Servicing Agreement, to such Successor Servicer, any Transition Costs due in connection with such transfer of servicing and not paid pursuant to the 2020-A Servicing Agreement plus the Additional Servicing Fee, if any, for the related Collection Period; (vii) to the Indenture Trustee, the Owner Trustee, the Collateral Agent, the Asset Representations Reviewer and the Administrative Agent, any accrued and unpaid expenses, indemnities and fees, in each Notice of Borrowingcase to the extent the fees, expenses and indemnities have not been previously paid above pursuant to clause (i) above; and (viii) to the Certificateholder, any amounts remaining after the foregoing distributions. (b) On each Lender will make available its pro rata portion of each Borrowing requested Payment Date, the Indenture Trustee shall either directly or through the Note Paying Agent apply or cause to be applied the amount on deposit in the Notice of Borrowing to be made 2020-A Distribution Account on such date. All such amounts shall be made available Payment Date to make the following payments in the currency required by following order of priority: (i) from amounts deposited into the 2020-A Distribution Account pursuant to Section 2.02(b) in immediately available funds at the Payment Office of the Facility Agent, and the Facility Agent will make available to (I) in the case of Loans disbursed in Dollars, the Borrower (and/or its designee(s8.03(a)(ii), to the extent possible and Class A Noteholders of the interest-bearing Class A Notes, on a pro rata basis, the Interest Distributable Amount for such Class A Notes for such Payment Date; (ii) from amounts deposited into the 2020-A Distribution Account pursuant to the extent such designee is a provider of Earmarked Foreign Exchange Arrangements referenced in the definition of Dollar EquivalentSections 8.03(a)(iii) and (IIv) (so long as the maturity of the Notes has not been accelerated pursuant to Section 5.02): (A) first, to the Class A-1 Noteholders (until the Class A-1 Note Balance has been reduced to zero); (B) second, to the Class A-2 (until the Class A-2 Note Balance has been reduced to zero); (C) third, to the Class A-3 Noteholders (until the Class A-3 Note Balance has been reduced to zero); and (D) fourth, to the Class A-4 Noteholders (until the Class A-4 Note Balance has been reduced to zero). (c) Notwithstanding Section 8.03(a), following (i) the liquidation of all or part of the Trust Estate pursuant to Section 5.04(a)(iv), any proceeds of such liquidation of the Trust Estate collected during any Collection Period will be deposited into the 2020-A Exchange Note Collection Account on or prior to the related Payment Date and distributed in the case of Loans disbursed manner set forth in Euro, designee(s) of the Borrower (to the extent any such designee is the Yard or, in the case of the Hermes Premium, Hermes), in each case prior to 3:00 P.M. (Frankfurt TimeSection 5.04(b) on such day, to the extent of funds actually received by the Facility Agent prior to 12:00 Noon (Frankfurt Time) on such day, in each case at the Payment Office in the account(s) specified in the applicable Notice of Borrowing, the aggregate of the amounts so made available by the Lenders. Unless the Facility Agent shall have been notified by any Lender prior to the date of Borrowing that such Lender does not intend to make available to the Facility Agent such Lender’s portion of any Borrowing to be made on such date, the Facility Agent may assume that such Lender has made such amount available to the Facility Agent on such date of Borrowing and the Facility Agent may, in reliance upon such assumption, make available to the Borrower a corresponding amount. If such corresponding amount is not in fact made available to the Facility Agent by such Lender, the Facility Agent shall be entitled to recover such corresponding amount on demand from such Lender. If such Lender does not pay such corresponding amount forthwith upon the Facility Agent’s demand therefor, the Facility Agent shall promptly notify the Borrower and the Borrower shall immediately pay such corresponding amount to the Facility Agent. The Facility Agent shall also be entitled to recover on demand from such Lender or the Borrower, as the case may be, interest on such corresponding amount in respect of each day from the date such corresponding amount was made available by the Facility Agent to the Borrower until the date such corresponding amount is recovered by the Facility Agent, at a rate per annum equal to (i) if recovered from such Lender, at the overnight Eurodollar Rate Date and (ii) if recovered the acceleration of the Notes after the occurrence of an Event of Default, amounts on deposit in the 2020-A Exchange Note Collection Account will be distributed in the manner set forth in Section 5.04(b) on such Payment Date. (d) If on any Payment Date, after giving effect to all deposits to and withdrawals from the Borrower2020-A Reserve Account, the rate amount on deposit in the 2020-A Reserve Account exceeds the Required Reserve Amount, the Indenture Trustee (in accordance with the Monthly Investor Report) shall distribute any such excess to or at the direction of interest applicable the Certificateholder. Upon any such distributions to the respective BorrowingCertificateholder, as determined pursuant the Noteholders will have no further rights in, or claims to Section 2.06. Nothing such amounts. (e) If the sum of the amounts on deposit in this Section 2.04 shall the 2020-A Exchange Note Collection Account and the 2020-A Reserve Account on any Payment Date equals or exceeds the Note Balance, accrued and unpaid interest thereon and all amounts due to the Servicer, the Collateral Agent, the Administrative Agent, the Asset Representations Reviewer, the Owner Trustee and the Indenture Trustee, all such amounts will be deemed applied up to relieve any Lender from its obligation the amount necessary to make Loans hereunder or reduce the Note Balance to prejudice any rights which zero and discharge the Borrower may have against any Lender as a result of any failure by Notes and pay such Lender to make Loans hereunderamounts due.

Disbursement of Funds. (a) No later than 12:00 Noon (Frankfurt timeLocal Time) on the date specified in each Notice of BorrowingBorrowing (including Mandatory Borrowings), each Lender will make available its pro rata portion portion, if any, of each Borrowing requested in the Notice of Borrowing to be made on such date. All such amounts date in the manner provided below; provided, that all Swingline Loans shall be made available in the currency required full amount thereof by Section 2.02(bthe Swingline Lender no later than 3:00 p.m. (New York time) on the date requested. (b) Each Lender shall make available all amounts it is to fund under any Borrowing in Dollars or in the applicable Foreign Currency, as the case may be, and in immediately available funds to the Administrative Agent at the Payment Administrative Agent’s Office of the Facility Agent, and the Facility Administrative Agent will (except in the case of Mandatory Borrowings and Borrowings to repay Unpaid Drawings) make available to (Ii) in the case of Loans disbursed in Dollars, the US Borrower (and/or its designee(s), by depositing to the extent possible and US Borrower’s account that is designated to the extent such designee is a provider of Earmarked Foreign Exchange Arrangements referenced in the definition of Dollar Equivalent) and (II) in the case of Loans disbursed in Euro, designee(s) of the Borrower (to the extent any such designee is the Yard or, in the case of the Hermes Premium, Hermes), in each case prior to 3:00 P.M. (Frankfurt Time) on such day, to the extent of funds actually received by the Facility Administrative Agent prior to 12:00 Noon (Frankfurt Time) on such day, in each case at the Payment Office in the account(s) specified in the applicable Notice of Borrowing, the aggregate of the amounts so made available in Dollars or in the applicable Foreign Currency, as the case may be, and the type of funds received and (ii) the UK Borrower, by depositing to the LendersUK Borrower’s account that is designated to the Administrative Agent the aggregate of the amounts so made available in Dollars or in the applicable Foreign Currency, as the case may be, and the type of funds received. Unless the Facility Administrative Agent shall have been notified by any Lender prior to the date of any such Borrowing that such Lender does not intend to make available to the Facility Administrative Agent such Lender’s its portion of any the Borrowing or Borrowings to be made on such date, the Facility Administrative Agent may assume that such Lender has made such amount available to the Facility Administrative Agent on such date of Borrowing Borrowing, and the Facility Agent mayAdministrative Agent, in reliance upon such assumption, may (in its sole discretion and without any obligation to do so) make available to the US Borrower or the UK Borrower, as the case may be, a corresponding amount. If such corresponding amount is not in fact made available to the Facility Administrative Agent by such LenderLender and the Administrative Agent has made available same to the US Borrower or the UK Borrower, as the case may be, the Facility Administrative Agent shall be entitled to recover such corresponding amount on demand from such Lender. If such Lender does not pay such corresponding amount forthwith upon the Facility Administrative Agent’s demand therefor, therefor the Facility Administrative Agent shall promptly notify the US Borrower or the UK Borrower, as the case may be, and the US Borrower or the UK Borrower, as the case may be, shall immediately pay such corresponding amount to the Facility Administrative Agent. The Facility Administrative Agent shall also be entitled to recover on demand from such Lender or the US Borrower or the UK Borrower, as the case may be, interest on such corresponding amount in respect of each day from the date such corresponding amount was made available by the Facility Administrative Agent to the US Borrower until or the UK Borrower, as the case may be, to the date such corresponding amount is recovered by the Facility Administrative Agent, at a rate per annum equal to (i) if recovered from paid by such Lender, at the overnight Eurodollar Federal Funds Effective Rate and or (ii) if recovered from paid by the US Borrower or the UK Borrower, as the case may be, the then-applicable rate of interest applicable to interest, calculated in accordance with Section 2.8, for the respective Borrowing, as determined pursuant to Section 2.06. Loans. (c) Nothing in this Section 2.04 2.4 shall be deemed to relieve any Lender from its obligation to make Loans fulfill its commitments hereunder or to prejudice any rights which that the US Borrower or the UK Borrower, as the case may be, may have against any Lender as a result of any failure default by such Lender hereunder (it being understood, however, that no Lender shall be responsible for the failure of any other Lender to make Loans fulfill its commitments hereunder).

Disbursement of Funds. No later than 12:00 Noon (Frankfurt timea) On each Payment Date prior to the acceleration of the Notes following the occurrence of an Event of Default, the Indenture Trustee will (based on the date specified information contained in the related Monthly Investor Report) withdraw from the 2015-B Exchange Note Collection Account an amount equal to the 2015-B Available Funds and shall apply such amount in accordance with the following priorities: (i) to the Servicer, the 2015-B Reference Pool Servicing Fee and an amount equal to any Nonrecoverable Advances; (ii) pro rata, up to a maximum of $100,000 each calendar year, (A) to pay to the Collateral Agent any expenses or indemnified amounts due with respect to the 2015- B Exchange Note or the 2015-B Reference Pool under Section 3.01(c) of the Basic Collateral Agency Agreement or Article Eight of the Basic Collateral Agency Agreement to the extent not paid by the Borrower or the Titling Trust Administrator, (B) to pay to the Administrative Agent any expenses or indemnified amounts due with respect to the 2015-B Exchange Note or the 2015-B Reference Pool under Section 7.05 of the Basic Collateral Agency Agreement or Article Eight of the Basic Collateral Agency Agreement to the extent not paid by the Borrower or the Titling Trust Administrator, and (C) to the payment of all amounts, including indemnities, then due to the Trustees to the extent not paid by the Transferor or the Administrator; (iii) to the 2015-B Distribution Account, for payment to the Noteholders, on a pro rata basis, the Interest Distributable Amount for such Payment Date; (iv) to the 2015-B Distribution Account, for payment to the Noteholders, as payments of principal, an amount equal to the Priority Principal Distribution Amount for such Payment Date; (v) to the 2015-B Reserve Account, the amount necessary to cause the amount on deposit in the 2015-B Reserve Account to equal the Required Reserve Amount; (vi) to the 2015-B Distribution Account, for payment to the Noteholders, as payments of principal, an amount equal to the Regular Principal Distribution Amount for such Payment Date; (vii) if a Successor Servicer has been appointed pursuant to the 2015-B Servicing Agreement, to such Successor Servicer, any Transition Costs due in connection with such transfer of servicing and not paid pursuant to the 2015-B Servicing Agreement plus the Additional Servicing Fee, if any, for the related Collection Period; (viii) to the Indenture Trustee, the Owner Trustee, the Collateral Agent and the Administrative Agent, any accrued and unpaid expenses, indemnities and fees, in each Notice of Borrowingcase to the extent the fees, expenses and indemnities have not been previously paid above pursuant to clause (ii) above; and (ix) to the Certificateholder, any amounts remaining after the foregoing distributions. (b) On each Lender will make available its pro rata portion of each Borrowing requested Payment Date, the Indenture Trustee shall either directly or through the Note Paying Agent apply or cause to be applied the amount on deposit in the Notice of Borrowing to be made 2015-B Distribution Account on such date. All such amounts shall be made available Payment Date to make the following payments in the currency required by following order of priority: (i) from amounts deposited into the 2015-B Distribution Account pursuant to Section 2.02(b) in immediately available funds at the Payment Office of the Facility Agent, and the Facility Agent will make available to (I) in the case of Loans disbursed in Dollars, the Borrower (and/or its designee(s8.03(a)(iii), to the extent possible and Noteholders, on a pro rata basis, the Interest Distributable Amount for such Payment Date; and (ii) from amounts deposited into the 2015-B Distribution Account pursuant to the extent such designee is a provider of Earmarked Foreign Exchange Arrangements referenced in the definition of Dollar EquivalentSections 8.03(a)(iv) and (IIvi) (so long as the maturity of the Notes has not been accelerated pursuant to Section 5.02): (A) first, to the Class A-1 Noteholders (until the Class A-1 Note Balance has been reduced to zero); (B) second, to the Class A-2A Noteholders and the Class A-2B Noteholders pro rata (until the Class A-2A Note Balance and the Class A-2B Note Balance have been reduced to zero); (C) third, to the Class A-3 Noteholders (until the Class A-3 Note Balance has been reduced to zero); and (D) fourth, to the Class A-4 Noteholders (until the Class A-4 Note Balance has been reduced to zero). (c) Notwithstanding Section 8.03(a), following (i) the liquidation of all or part of the Trust Estate pursuant to Section 5.04(a)(iv), any proceeds of such liquidation of the Trust Estate collected during any Collection Period will be deposited into the 2015-B Exchange Note Collection Account on or prior to the related Payment Date and distributed in the case of Loans disbursed manner set forth in Euro, designee(s) of the Borrower (to the extent any such designee is the Yard or, in the case of the Hermes Premium, Hermes), in each case prior to 3:00 P.M. (Frankfurt TimeSection 5.04(b) on such day, to the extent of funds actually received by the Facility Agent prior to 12:00 Noon (Frankfurt Time) on such day, in each case at the Payment Office in the account(s) specified in the applicable Notice of Borrowing, the aggregate of the amounts so made available by the Lenders. Unless the Facility Agent shall have been notified by any Lender prior to the date of Borrowing that such Lender does not intend to make available to the Facility Agent such Lender’s portion of any Borrowing to be made on such date, the Facility Agent may assume that such Lender has made such amount available to the Facility Agent on such date of Borrowing and the Facility Agent may, in reliance upon such assumption, make available to the Borrower a corresponding amount. If such corresponding amount is not in fact made available to the Facility Agent by such Lender, the Facility Agent shall be entitled to recover such corresponding amount on demand from such Lender. If such Lender does not pay such corresponding amount forthwith upon the Facility Agent’s demand therefor, the Facility Agent shall promptly notify the Borrower and the Borrower shall immediately pay such corresponding amount to the Facility Agent. The Facility Agent shall also be entitled to recover on demand from such Lender or the Borrower, as the case may be, interest on such corresponding amount in respect of each day from the date such corresponding amount was made available by the Facility Agent to the Borrower until the date such corresponding amount is recovered by the Facility Agent, at a rate per annum equal to (i) if recovered from such Lender, at the overnight Eurodollar Rate Date and (ii) if recovered the acceleration of the Notes after the occurrence of an Event of Default, amounts on deposit in the 2015-B Exchange Note Collection Account will be distributed in the manner set forth in Section 5.04(b) on such Payment Date. (d) If on any Payment Date, after giving effect to all deposits to and withdrawals from the Borrower2015-B Reserve Account, the rate amount on deposit in the 2015-B Reserve Account exceeds the Required Reserve Amount, the Indenture Trustee (in accordance with the Monthly Investor Report) shall distribute any such excess to or at the direction of interest applicable the Certificateholder. Upon any such distributions to the respective BorrowingCertificateholder, the Noteholders will have no further rights in, or claims to such amounts. (e) If the sum of the amounts on deposit in the 2015-B Exchange Note Collection Account and the 2015-B Reserve Account on any Payment Date equals or exceeds the Note Balance, accrued and unpaid interest thereon and all amounts due to the Servicer, the Collateral Agent, the Administrative Agent, the Owner Trustee and the Indenture Trustee, all such amounts will be applied up to the amount necessary to reduce the Note Balance to zero and discharge the Notes and pay such amounts due. (f) So long as determined pursuant the Class A-2B Notes are Outstanding, the Indenture Trustee will determine the Class A-2B Interest Rate for each Interest Period on the LIBOR Business Day for such Interest Period; provided, that for the initial Interest Period the Class A-2B Interest Rate will be 0.193550%. All determinations of the Class A-2B Interest Rate by the Indenture Trustee, in the absence of manifest error, will be conclusive and binding on the Noteholders. Upon its determination of the Class A-2B Interest Rate, the Indenture Trustee shall communicate the rate to Section 2.06. Nothing in this Section 2.04 shall be deemed to relieve any Lender from its obligation to make Loans hereunder or to prejudice any rights which the Borrower may have against any Lender as a result of any failure by such Lender to make Loans hereunderServicer.

Disbursement of Funds. No later than 12:00 Noon (Frankfurt time) on the date specified in each Notice of Borrowing, each Lender will make available its pro rata portion of each Borrowing requested in the Notice of Borrowing to be made on such date. All such amounts shall be made available in the currency required by Section 2.02(b) in immediately available funds at the Payment Office of the Facility Agent, and the Facility Agent will make available to (I) in the case of Loans disbursed in Dollars, the designee(s) of the Borrower (and/or its with such designee(s), to ) being in such circumstances either Xxxxxx (in the extent possible and to case of the extent such designee is Hermes Premium) or a provider of Earmarked Foreign Exchange Arrangements referenced in the definition of Dollar Equivalent) ), save that each Loan in respect of the First Hermes Instalment and the Additional Hermes Premium may be paid directly to the Borrower and (II) in the case of Loans disbursed in Euro, designee(s) of the Borrower (to with such designee(s) being in such circumstances the extent any such designee is the Yard or, in the case of the Hermes Premium, HermesYard), in each case prior to 3:00 P.M. (Frankfurt Time) on such day, to the extent of funds actually received by the Facility Agent prior to 12:00 Noon (Frankfurt Time) on such day, in each case at the Payment Office in the account(s) specified in the applicable Notice of Borrowing, the aggregate of the amounts so made available by the Lenders. Unless the Facility Agent shall have been notified by any Lender prior to the date of Borrowing that such Lender does not intend to make available to the Facility Agent such LenderXxxxxx’s portion of any Borrowing to be made on such date, the Facility Agent may assume that such Lender Xxxxxx has made such amount available to the Facility Agent on such date of Borrowing and the Facility Agent may, in reliance upon such assumption, make available to the Borrower a corresponding amount. If such corresponding amount is not in fact made available to the Facility Agent by such Lender, the Facility Agent shall be entitled to recover such corresponding amount on demand from such Lender. If such Lender does not pay such corresponding amount forthwith upon the Facility Agent’s demand therefor, the Facility Agent shall promptly notify the Borrower and the Borrower shall immediately pay such corresponding amount to the Facility Agent. The Facility Agent shall also be entitled to recover on demand from such Lender or the Borrower, as the case may be, interest on such corresponding amount in respect of each day from the date such corresponding ​ -42- ​ ​ ​ amount was made available by the Facility Agent to the Borrower until the date such corresponding amount is recovered by the Facility Agent, at a percentage rate per annum equal to (i) if recovered from such Lender, at the overnight Eurodollar Rate or, on and from the Rate Switch Date, the Reference Rate and (ii) if recovered from the Borrower, the rate of interest applicable to the respective Borrowing, as determined pursuant to Section 2.06. Nothing in this Section 2.04 shall be deemed to relieve any Lender from its obligation to make Loans hereunder or to prejudice any rights which the Borrower may have against any Lender as a result of any failure by such Lender to make Loans hereunder.

Disbursement of Funds. No later than 12:00 Noon (Frankfurt timea) On each Payment Date prior to the acceleration of the Notes following the occurrence of an Event of Default, the Indenture Trustee will (based on the date specified information contained in the related Monthly Investor Report) withdraw from the 2018-B Exchange Note Collection Account an amount equal to the 2018-B Available Funds and shall apply such amount in accordance with the following priorities: (i) pro rata, up to a maximum of $250,000 each calendar year, to pay (A) to the Collateral Agent any expenses or indemnified amounts due with respect to the 2018-B Exchange Note or the 2018-B Reference Pool under Section 3.01(c) of the Basic Collateral Agency Agreement or Article Eight of the Basic Collateral Agency Agreement to the extent not paid by the Borrower or the Titling Trust Administrator, (B) to the Administrative Agent any expenses or indemnified amounts due with respect to the 2018-B Exchange Note or the 2018-B Reference Pool under Section 7.05 of the Basic Collateral Agency Agreement or Article Eight of the Basic Collateral Agency Agreement to the extent not paid by the Borrower or the Titling Trust Administrator, (C) to the Trustees all amounts, including indemnities, then due to the Trustees to the extent not paid by the Transferor or the Administrator and (D) to the Asset Representations Reviewer any amounts due under the Asset Representations Review Agreement; (ii) to the 2018-B Distribution Account, for payment to the Noteholders, on a pro rata basis, the Interest Distributable Amount for such Payment Date; (iii) to the 2018-B Distribution Account, for payment to the Noteholders, as payments of principal, an amount equal to the Priority Principal Distribution Amount for such Payment Date; (iv) to the 2018-B Reserve Account, the amount necessary to cause the amount on deposit in the 2018-B Reserve Account to equal the Required Reserve Amount; (v) to the 2018-B Distribution Account, for payment to the Noteholders, as payments of principal, an amount equal to the Regular Principal Distribution Amount for such Payment Date; (vi) if a Successor Servicer has been appointed pursuant to the 2018-B Servicing Agreement, to such Successor Servicer, any Transition Costs due in connection with such transfer of servicing and not paid pursuant to the 2018-B Servicing Agreement plus the Additional Servicing Fee, if any, for the related Collection Period; (vii) to the Indenture Trustee, the Owner Trustee, the Collateral Agent, the Asset Representations Reviewer and the Administrative Agent, any accrued and unpaid expenses, indemnities and fees, in each Notice of Borrowingcase to the extent the fees, expenses and indemnities have not been previously paid above pursuant to clause (i) above; and (viii) to the Certificateholder, any amounts remaining after the foregoing distributions. (b) On each Lender will make available its pro rata portion of each Borrowing requested Payment Date, the Indenture Trustee shall either directly or through the Note Paying Agent apply or cause to be applied the amount on deposit in the Notice of Borrowing to be made 2018-B Distribution Account on such date. All such amounts shall be made available Payment Date to make the following payments in the currency required by following order of priority: (i) from amounts deposited into the 2018-B Distribution Account pursuant to Section 2.02(b) in immediately available funds at the Payment Office of the Facility Agent, and the Facility Agent will make available to (I) in the case of Loans disbursed in Dollars, the Borrower (and/or its designee(s8.03(a)(ii), to the extent possible and Class A Noteholders, on a pro rata basis, the Interest Distributable Amount for the Class A Notes for such Payment Date; (ii) from amounts deposited into the 2018-B Distribution Account pursuant to the extent such designee is a provider of Earmarked Foreign Exchange Arrangements referenced in the definition of Dollar EquivalentSections 8.03(a)(iii) and (IIv) (so long as the maturity of the Notes has not been accelerated pursuant to Section 5.02): (A) first, to the Class A-1 Noteholders (until the Class A-1 Note Balance has been reduced to zero); (B) second, to the Class A-2 (until the Class A-2 Note Balance has been reduced to zero); (C) third, to the Class A-3 Noteholders (until the Class A-3 Note Balance has been reduced to zero); and (D) fourth, to the Class A-4 Noteholders (until the Class A-4 Note Balance has been reduced to zero). (c) Notwithstanding Section 8.03(a), following (i) the liquidation of all or part of the Trust Estate pursuant to Section 5.04(a)(iv), any proceeds of such liquidation of the Trust Estate collected during any Collection Period will be deposited into the 2018-B Exchange Note Collection Account on or prior to the related Payment Date and distributed in the case of Loans disbursed manner set forth in Euro, designee(s) of the Borrower (to the extent any such designee is the Yard or, in the case of the Hermes Premium, Hermes), in each case prior to 3:00 P.M. (Frankfurt TimeSection 5.04(b) on such day, to the extent of funds actually received by the Facility Agent prior to 12:00 Noon (Frankfurt Time) on such day, in each case at the Payment Office in the account(s) specified in the applicable Notice of Borrowing, the aggregate of the amounts so made available by the Lenders. Unless the Facility Agent shall have been notified by any Lender prior to the date of Borrowing that such Lender does not intend to make available to the Facility Agent such Lender’s portion of any Borrowing to be made on such date, the Facility Agent may assume that such Lender has made such amount available to the Facility Agent on such date of Borrowing and the Facility Agent may, in reliance upon such assumption, make available to the Borrower a corresponding amount. If such corresponding amount is not in fact made available to the Facility Agent by such Lender, the Facility Agent shall be entitled to recover such corresponding amount on demand from such Lender. If such Lender does not pay such corresponding amount forthwith upon the Facility Agent’s demand therefor, the Facility Agent shall promptly notify the Borrower and the Borrower shall immediately pay such corresponding amount to the Facility Agent. The Facility Agent shall also be entitled to recover on demand from such Lender or the Borrower, as the case may be, interest on such corresponding amount in respect of each day from the date such corresponding amount was made available by the Facility Agent to the Borrower until the date such corresponding amount is recovered by the Facility Agent, at a rate per annum equal to (i) if recovered from such Lender, at the overnight Eurodollar Rate Date and (ii) if recovered the acceleration of the Notes after the occurrence of an Event of Default, amounts on deposit in the 2018-B Exchange Note Collection Account will be distributed in the manner set forth in Section 5.04(b) on such Payment Date. (d) If on any Payment Date, after giving effect to all deposits to and withdrawals from the Borrower2018-B Reserve Account, the rate amount on deposit in the 2018-B Reserve Account exceeds the Required Reserve Amount, the Indenture Trustee (in accordance with the Monthly Investor Report) shall distribute any such excess to or at the direction of interest applicable the Certificateholder. Upon any such distributions to the respective BorrowingCertificateholder, as determined pursuant the Noteholders will have no further rights in, or claims to Section 2.06. Nothing such amounts. (e) If the sum of the amounts on deposit in this Section 2.04 shall the 2018-B Exchange Note Collection Account and the 2018-B Reserve Account on any Payment Date equals or exceeds the Note Balance, accrued and unpaid interest thereon and all amounts due to the Servicer, the Collateral Agent, the Administrative Agent, the Asset Representations Reviewer, the Owner Trustee and the Indenture Trustee, all such amounts will be deemed applied up to relieve any Lender from its obligation the amount necessary to make Loans hereunder or reduce the Note Balance to prejudice any rights which zero and discharge the Borrower may have against any Lender as a result of any failure by Notes and pay such Lender to make Loans hereunderamounts due.

Disbursement of Funds. No later than 12:00 Noon (Frankfurt time) on the date specified in each Notice of Borrowing, each Lender will make available its pro rata portion of each Borrowing requested in the Notice of Borrowing to be made on such date. All such amounts shall be made available in the currency required by Section 2.02(b) in immediately available funds at the Payment Office of the Facility Agent, and the Facility Agent will make available to (I) in the case of Loans disbursed in Dollars, the Borrower (and/or its designee(s), to the extent possible and to the extent such designee is a provider of Earmarked Foreign Exchange Arrangements referenced in the definition of Dollar Equivalent) and (II) in the case of Loans disbursed in Euro, designee(s) of the Borrower (to the extent any such designee is the Yard or, in the case of the Hermes Premium, Hermes), in each case prior to 3:00 P.M. (Frankfurt Time) on such day, to the extent of funds actually received by the Facility Agent prior to 12:00 Noon (Frankfurt Time) on such day, in each case at the Payment Office in the account(s) specified in the applicable Notice of Borrowing, the aggregate of the amounts so made available by the Lenders. Unless the Facility Agent shall have been notified by any Lender prior to the date of Borrowing that such Lender Xxxxxx does not intend to make available to the Facility Agent such LenderXxxxxx’s portion of any Borrowing to be made on such date, the Facility Agent may assume that ​ ​ -39- ​ ​ ​ such Lender has made such amount available to the Facility Agent on such date of Borrowing and the Facility Agent may, in reliance upon such assumption, make available to the Borrower a corresponding amount. If such corresponding amount is not in fact made available to the Facility Agent by such Lender, the Facility Agent shall be entitled to recover such corresponding amount on demand from such Lender. If such Lender does not pay such corresponding amount forthwith upon the Facility Agent’s demand therefor, the Facility Agent shall promptly notify the Borrower and the Borrower shall immediately pay such corresponding amount to the Facility Agent. The Facility Agent shall also be entitled to recover on demand from such Lender or the Borrower, as the case may be, interest on such corresponding amount in respect of each day from the date such corresponding amount was made available by the Facility Agent to the Borrower until the date such corresponding amount is recovered by the Facility Agent, at a rate per annum equal to (i) if recovered from such Lender, at the overnight Eurodollar Rate or, on and from the Rate Switch Date, the Reference Rate and (ii) if recovered from the Borrower, the rate of interest applicable to the respective Borrowing, as determined pursuant to Section 2.06. Nothing in this Section 2.04 shall be deemed to relieve any Lender from its obligation to make Loans hereunder or to prejudice any rights which the Borrower may have against any Lender as a result of any failure by such Lender to make Loans hereunder.

Disbursement of Funds. No Promptly after receipt of a Notice of Borrowing relating to a Revolving Credit Loan pursuant to subsection 2.1B (or telephonic notice thereof), Agent shall notify each Lender of the proposed borrowing. Each Lender shall make the amount of its Revolving Credit Loan available to Agent, in same day funds, at the office of Agent located at NationsBank Plaza, 000 Xxxx Xxxxxx, 00xx Xxxxx, Xxxxxx, Xxxxx 00000 not later than 12:00 Noon 1:00 P.M. (Frankfurt Dallas time) on the date Funding Date. Upon satisfaction or waiver of the conditions precedent specified in each Notice subsection 3.1 and 3.2, Agent shall make the proceeds of Borrowing, each Lender will make such Revolving Credit Loans available its pro rata portion to Company on such Funding Date by causing an amount of each Borrowing requested in same day funds equal to the Notice proceeds of Borrowing all such Revolving Credit Loans received by Agent to be made on credited to the account of Company at such date. All such amounts shall be made available in the currency required by Section 2.02(b) in immediately available funds at the Payment Office office of the Facility Agent, and the Facility Agent will make available to (I) in the case of Loans disbursed in DollarsAccount Number 1291369149, the Borrower (and/or its designee(s), to the extent possible and to the extent such designee is a provider of Earmarked Foreign Exchange Arrangements referenced in the definition of Dollar Equivalent) and (II) in the case of Loans disbursed in Euro, designee(s) of the Borrower (to the extent any such designee is the Yard or, in the case of the Hermes Premium, Hermes), in each case prior to 3:00 P.M. (Frankfurt Time) on such day, to the extent of funds actually received by the Facility Agent prior to 12:00 Noon (Frankfurt Time) on such day, in each case at the Payment Office in the account(s) specified in the applicable Notice of Borrowing, the aggregate of the amounts so made available by the LendersABA #000000000. Unless the Facility Agent shall have been notified by any Lender prior to the date any Funding Date in respect of Borrowing any Revolving Credit Loans that such Lender does not intend to make available to Agent the Facility Agent amount of such Lender’s portion of any Borrowing 's Revolving Credit Loan to be made funded on such dateFunding Date (which such notice, the Facility if so received by Agent, shall promptly be communicated to Company), Agent may assume that such Lender has made such amount available to the Facility Agent on such date of Borrowing Funding Date and the Facility Agent in its sole discretion may, in reliance upon such assumptionbut shall not be obligated to, make available to the Borrower Company a corresponding amountamount on such Funding Date. If such corresponding amount is not in fact made available to the Facility Agent by such Lender, the Facility Agent shall be entitled to recover such corresponding amount on demand from such LenderLender together with interest thereon, for each day from such Funding Date until the date such amount is paid to Agent, at the Federal Funds Rate in effect from time to time for three Business Days and thereafter at the Base Rate. If such Lender does not pay such corresponding amount forthwith upon the Facility Agent’s 's demand therefor, the Facility (i) Agent shall promptly notify the Borrower Company, and the Borrower Company shall immediately pay such corresponding amount to the Facility Agent. The Facility Agent shall also be entitled to recover on demand from such Lender or the Borrower, as the case may be, interest on such corresponding amount in respect of each day from the date such corresponding amount was made available by the Facility Agent to the Borrower until the date such corresponding amount is recovered by the Facility Agent, at a rate per annum equal to (i) if recovered from such Lender, at the overnight Eurodollar Rate and (ii) if recovered notwithstanding subsection 6.1, Company may borrow a like amount on an unsecured basis from any Person for a period ending on the Borrower, the rate date upon which such Lender does in fact make such amount of interest applicable to the respective Borrowing, as determined pursuant to Section 2.06such Lender's Revolving Credit Loan available. Nothing in this Section 2.04 subsection 2.1C (and no such borrowing by Company) shall be deemed to relieve any Lender from its obligation to make Loans fulfill its Revolving Credit Commitment hereunder or to prejudice any rights which the Borrower that Company may have against any Lender as a result of any failure default by such Lender hereunder, and such unsecured borrowing shall not be deemed to make Loans increase the amount of Lenders' Revolving Credit Commitments hereunder.

Disbursement of Funds. No later than 12:00 Noon (Frankfurt time) on the date specified in each Notice of Borrowing, each Lender will make available its pro rata portion of each Borrowing requested in the Notice of Borrowing to be made on such date. All such amounts shall be made available in the currency required by Section 2.02(b) in immediately available funds at the Payment Office of the Facility Agent, and the Facility Agent will make available to (I) in the case of Loans disbursed in Dollars, the Borrower (and/or its designee(s), to the extent possible and to the extent such designee is a provider of Earmarked Foreign Exchange Arrangements referenced in the definition of Dollar Equivalent) and (II) in the case of Loans disbursed in Euro, designee(s) of the Borrower (to the extent any such designee is the Yard or, in the case of the Hermes Premium, Hermes), in each case prior to 3:00 P.M. (Frankfurt Time) on such day, to the extent of funds actually received by the Facility Agent prior to 12:00 Noon (Frankfurt Time) on such day, in each case at the Payment Office in the account(s) specified in the applicable Notice of Borrowing, the aggregate of the amounts so made available by the Lenders. Unless the Facility Agent shall have been notified by any Lender prior to the date of Borrowing that such Lender does not intend to make available to the Facility Agent such LenderXxxxxx’s portion of any Borrowing to be made on such date, the Facility Agent may assume that such Lender Xxxxxx has made such amount available to the Facility Agent on such date of Borrowing and the Facility Agent may, in reliance upon such assumption, make available to the Borrower a corresponding amount. If such corresponding amount is not in fact made available to the Facility Agent by such Lender, the Facility Agent shall be entitled to recover such corresponding amount on demand from such Lender. If such Lender does not pay such corresponding amount forthwith upon the Facility Agent’s demand therefor, the Facility Agent shall promptly notify the Borrower and the Borrower shall immediately pay such corresponding amount to the Facility Agent. The Facility Agent shall also be entitled to recover on demand from such Lender or the Borrower, as the case may be, interest on such corresponding amount in respect of each day from the date such corresponding amount was made available by the Facility Agent to the Borrower until the date such corresponding amount is recovered by the Facility Agent, at a rate per annum equal to (i) if recovered from such Lender, at the overnight Eurodollar Rate or, on and from the Rate Switch Date, the Reference Rate and (ii) if recovered from the Borrower, the rate of interest applicable to the respective Borrowing, as determined pursuant to Section 2.06. Nothing in this Section 2.04 shall be deemed to relieve any Lender from its obligation to make Loans hereunder or to prejudice any rights which the Borrower may have against any Lender as a result of any failure by such Lender to make Loans hereunder.

Disbursement of Funds. No later (a) After such time as the Impoundment Agent has received not less than 12:00 Noon $1,500,000 in subscription amounts, the Impoundment Agent shall notify the Commissioner of Securities for the State of Minnesota or an agent thereof (Frankfurt timethe "Commissioner") in writing of the escrow of such amounts. Upon receipt by the Impoundment Agent of written authorization from the Commissioner, said Impoundment Agent, on demand of AEI, shall pay over to the Fund all or any portion of the impounded funds. If $1,500,000 in subscription proceeds is not received by the Impoundment Agent during the term of this Impoundment Agreement, then Impoundment Agreement promptly, but in any event within two business days after the last day of the term of this Impoundment Agreement, refund to each subscriber the face amount of payments made in subscriptions for Units, together with his or her pro-rata share of interest or income, if any, earned on the date specified funds deposited in each Notice escrow. After receipt by the Impoundment Agent of Borrowingwritten authorization for the initial release of funds hereunder, each Lender will make available its pro rata portion the Impoundment Agent shall release to the Fund, from time to time, any funds deposited pursuant to this Agreement, upon the written request of the Fund. (b) The Fund shall send written notice of each Borrowing requested in request for disbursement of funds which shall specify the Notice subscriptions that have been accepted on behalf of Borrowing to be made the Fund, the commissions and non-accountable expenses payable on such date. All such amounts shall be made available in subscriptions, the currency required by Section 2.02(b) in immediately available funds at the Payment Office of the Facility Agentsubscriptions that have been rejected, and the Facility Agent will make available to (I) subscriptions that have been deposited in escrow but upon which acceptance by the case of Loans disbursed in DollarsFund remains pending. In accordance with such notice, the Borrower (and/or its designee(s), to the extent possible and to the extent such designee is a provider of Earmarked Foreign Exchange Arrangements referenced in the definition of Dollar Equivalent) and (II) in the case of Loans disbursed in Euro, designee(s) of the Borrower (to the extent any such designee is the Yard or, in the case of the Hermes Premium, Hermes), in each case prior to 3:00 P.M. (Frankfurt Time) on such day, to the extent of funds actually received by the Facility Agent prior to 12:00 Noon (Frankfurt Time) on such day, in each case at the Payment Office in the account(s) specified in the applicable Notice of Borrowing, the aggregate of the amounts so made available by the Lenders. Unless the Facility Impoundment Agent shall have been notified by any Lender prior to the date of Borrowing that such Lender does not intend to make available to the Facility Agent such Lender’s portion of any Borrowing to be made on such date, the Facility Agent may assume that such Lender has made such amount available to the Facility Agent on such date of Borrowing and the Facility Agent may, in reliance upon such assumption, make available to the Borrower a corresponding amount. If such corresponding amount is not in fact made available to the Facility Agent by such Lender, the Facility Agent shall be entitled to recover such corresponding amount on demand from such Lender. If such Lender does not pay such corresponding amount forthwith upon the Facility Agent’s demand therefor, the Facility Agent shall promptly notify the Borrower and the Borrower shall immediately pay such corresponding amount to the Facility Agent. The Facility Agent shall also be entitled to recover on demand from such Lender or the Borrower, as the case may be, interest on such corresponding amount in respect of each day from the date such corresponding amount was made available by the Facility Agent to the Borrower until the date such corresponding amount is recovered by the Facility Agent, at a rate per annum equal to disburse funds: (i) if recovered from such Lender, at representing commissions and non-accountable expenses on accepted subscriptions directly to the overnight Eurodollar Rate and Dealer- Manager; (ii) if recovered from the Borrower, the rate representing accepted subscription proceeds net of interest applicable commissions and non-accountable expenses - directly to the respective Borrowing, account of the Fund as determined pursuant authorized in such notice; (iii) representing interest accrued on accepted subscriptions proceeds - directly to Section 2.06the subscribers; and (iv) representing rejected subscription proceeds and interest accrued thereon - directly to the subscribers. Nothing in this Section 2.04 All subscription proceeds upon which acceptance remains pending shall be deemed to relieve any Lender from its obligation to make Loans hereunder or to prejudice any rights which held by the Borrower may have against any Lender as a result of any failure by such Lender to make Loans hereunderImpoundment Agent for disbursement in accordance with the direction contained in the next succeeding notice.

Disbursement of Funds. (a) No later than 12:00 Noon (Frankfurt New York time) (or, in the case of Base Rate Loans, 2:00 P.M. (New York time)) on the date specified in each Notice of Borrowing, Borrowing each Lender Bank will make available the amount of its pro rata portion of each Borrowing the Loans requested in the Notice of Borrowing to be made on such date. All such amounts shall be made available date in the currency required by Section 2.02(b) U.S. dollars and in immediately available funds funds, to the Agent at the Payment Office of the Facility Agent, and the Facility Office. The Agent will make available to the applicable Borrower not later than 1:00 P.M. (INew York time) in the case of Loans disbursed in Dollars, the Borrower (and/or its designee(s), to the extent possible and to the extent such designee is a provider of Earmarked Foreign Exchange Arrangements referenced in the definition of Dollar Equivalent) and (II) in the case of Loans disbursed in Euro, designee(s) of the Borrower (to the extent any such designee is the Yard or, in the case of the Hermes PremiumBase Rate Loans, Hermes), in each case prior to 3:00 P.M. (Frankfurt TimeNew York time)) on such day, to the extent of funds actually received by the Facility Agent prior to 12:00 Noon (Frankfurt Time) on such day, in each case date at the Payment Office in the account(s) specified in the applicable Notice of Borrowing, the aggregate of the amounts so in immedi- ately available funds made available by the LendersBanks against delivery to the Agent at the Payment Office, or at such other office as the Agent may specify, of the documents and papers provided for herein. Unless the Facility The Agent shall deliver the documents and papers received by it for the account of each Bank to such Bank or upon its order. (b) If the Fronting Bank shall not have been notified by any Lender prior to received from a Borrower the date of Borrowing that such Lender does not intend to make available to the Facility Agent such Lender’s portion of any Borrowing payment required to be made on by such dateBorrower pursuant to Section 1A(e) within the time specified in such Section, the Facility Fronting Bank will promptly notify the Agent may assume that of the L/C Disbursement and the Agent will promptly notify each Bank of such Lender has made such amount available to the Facility Agent L/C Disbursement and its Applicable Percentage thereof. Not later than 2:00 P.M. (New York time) on such date of Borrowing and (or, if such Bank shall have received such notice later than 12:00 Noon (New York time) on any day, no later than 10:00 A.M. (New York time) on the Facility Agent mayimmediately following Business Day), in reliance upon such assumption, each Bank will make available to the Borrower a corresponding amount. If amount of its Applicable Percentage of such corresponding L/C Disbursement (it being understood that such amount is not in fact made available to the Facility Agent by such Lender, the Facility Agent shall be entitled to recover such corresponding amount on demand from such Lender. If such Lender does not pay such corresponding amount forthwith upon the Facility Agent’s demand therefor, the Facility Agent shall promptly notify the Borrower and the Borrower shall immediately pay such corresponding amount to the Facility Agent. The Facility Agent shall also be entitled to recover on demand from such Lender or the Borrower, as the case may be, interest on such corresponding amount in respect of each day from the date such corresponding amount was made available by the Facility Agent to the Borrower until the date such corresponding amount is recovered by the Facility Agent, at a rate per annum equal to (i) if recovered from such Lender, at the overnight Eurodollar Rate and (ii) if recovered from the Borrower, the rate of interest applicable to the respective Borrowing, as determined pursuant to Section 2.06. Nothing in this Section 2.04 shall be deemed to relieve constitute a Base Rate Loan of such Bank and such payment shall be deemed to have reduced the L/C Exposure) in immediately available funds, to the Agent at the Payment Office, and the Agent will promptly pay to the Fronting Bank amounts so received by it from the Banks. The Agent will promptly pay to the Fronting Bank any Lender amounts received by it from such Borrower pursuant to Section 1A(e) prior to the time that any Bank makes any payment pursuant to this paragraph (b), and any such amounts received by the Agent thereafter will be promptly remitted by the Agent to the Banks that shall have made such payments and to the Fronting Bank, as their interests may appear. If any Bank shall not have made its obligation Applicable Percentage of such L/C Disbursement available to make Loans hereunder or the Agent as provided above, such Bank agrees to prejudice any rights which pay interest on such amount, for each day from and including the Borrower may have against any Lender as a result date such amount is required to be paid in accordance with this paragraph to but excluding the date such amount is paid, to the Agent for the account of any failure by the Fronting Bank at, for the first such Lender to make Loans hereunderday, the Federal Funds Rate, and for each day thereafter, the Base Rate.

Disbursement of Funds. No later than 12:00 Noon (Frankfurt timea) On each Payment Date prior to the acceleration of the Notes following the occurrence of an Event of Default, the Indenture Trustee will (based on the date specified information contained in the related Monthly Investor Report) withdraw from the 2016-B Exchange Note Collection Account an amount equal to the 2016-B Available Funds and shall apply such amount in accordance with the following priorities: (i) pro rata, up to a maximum of $250,000 each calendar year, to pay (A) to the Collateral Agent any expenses or indemnified amounts due with respect to the 2016-B Exchange Note or the 2016-B Reference Pool under Section 3.01(c) of the Basic Collateral Agency Agreement or Article Eight of the Basic Collateral Agency Agreement to the extent not paid by the Borrower or the Titling Trust Administrator, (B) to the Administrative Agent any expenses or indemnified amounts due with respect to the 2016-B Exchange Note or the 2016-B Reference Pool under Section 7.05 of the Basic Collateral Agency Agreement or Article Eight of the Basic Collateral Agency Agreement to the extent not paid by the Borrower or the Titling Trust Administrator, (C) to the Trustees all amounts, including indemnities, then due to the Trustees to the extent not paid by the Transferor or the Administrator and (D) to the Asset Representation Reviewer any amounts due under the Asset Representations Review Agreement; (ii) to the 2016-B Distribution Account, for payment to the Noteholders, on a pro rata basis, the Interest Distributable Amount for such Payment Date; (iii) to the 2016-B Distribution Account, for payment to the Noteholders, as payments of principal, an amount equal to the Priority Principal Distribution Amount for such Payment Date; (iv) to the 2016-B Reserve Account, the amount necessary to cause the amount on deposit in the 2016-B Reserve Account to equal the Required Reserve Amount; (v) to the 2016-B Distribution Account, for payment to the Noteholders, as payments of principal, an amount equal to the Regular Principal Distribution Amount for such Payment Date; (vi) if a Successor Servicer has been appointed pursuant to the 2016-B Servicing Agreement, to such Successor Servicer, any Transition Costs due in connection with such transfer of servicing and not paid pursuant to the 2016-B Servicing Agreement plus the Additional Servicing Fee, if any, for the related Collection Period; (vii) to the Indenture Trustee, the Owner Trustee, the Collateral Agent, the Asset Representation Reviewer and the Administrative Agent, any accrued and unpaid expenses, indemnities and fees, in each Notice of Borrowingcase to the extent the fees, expenses and indemnities have not been previously paid above pursuant to clause (i) above; and (viii) to the Certificateholder, any amounts remaining after the foregoing distributions. (b) On each Lender will make available its pro rata portion of each Borrowing requested Payment Date, the Indenture Trustee shall either directly or through the Note Paying Agent apply or cause to be applied the amount on deposit in the Notice of Borrowing to be made 2016-B Distribution Account on such date. All such amounts shall be made available Payment Date to make the following payments in the currency required by following order of priority: (i) from amounts deposited into the 2016-B Distribution Account pursuant to Section 2.02(b) in immediately available funds at the Payment Office of the Facility Agent, and the Facility Agent will make available to (I) in the case of Loans disbursed in Dollars, the Borrower (and/or its designee(s8.03(a)(ii), to the extent possible and Class A Noteholders, on a pro rata basis, the Interest Distributable Amount for the Class A Notes for such Payment Date; (ii) from amounts deposited into the 2016-B Distribution Account pursuant to the extent such designee is a provider of Earmarked Foreign Exchange Arrangements referenced in the definition of Dollar EquivalentSections 8.03(a)(iii) and (IIv) (so long as the maturity of the Notes has not been accelerated pursuant to Section 5.02): (A) first, to the Class A-1 Noteholders (until the Class A-1 Note Balance has been reduced to zero); (B) second, to the Class A-2 Noteholders (until the Class A-2 Note Balance has been reduced to zero); (C) third, to the Class A-3 Noteholders (until the Class A-3 Note Balance has been reduced to zero); and (D) fourth, to the Class A-4 Noteholders (until the Class A-4 Note Balance has been reduced to zero). (c) Notwithstanding Section 8.03(a), following (i) the liquidation of all or part of the Trust Estate pursuant to Section 5.04(a)(iv), any proceeds of such liquidation of the Trust Estate collected during any Collection Period will be deposited into the 2016-B Exchange Note Collection Account on or prior to the related Payment Date and distributed in the case of Loans disbursed manner set forth in Euro, designee(s) of the Borrower (to the extent any such designee is the Yard or, in the case of the Hermes Premium, Hermes), in each case prior to 3:00 P.M. (Frankfurt TimeSection 5.04(b) on such day, to the extent of funds actually received by the Facility Agent prior to 12:00 Noon (Frankfurt Time) on such day, in each case at the Payment Office in the account(s) specified in the applicable Notice of Borrowing, the aggregate of the amounts so made available by the Lenders. Unless the Facility Agent shall have been notified by any Lender prior to the date of Borrowing that such Lender does not intend to make available to the Facility Agent such Lender’s portion of any Borrowing to be made on such date, the Facility Agent may assume that such Lender has made such amount available to the Facility Agent on such date of Borrowing and the Facility Agent may, in reliance upon such assumption, make available to the Borrower a corresponding amount. If such corresponding amount is not in fact made available to the Facility Agent by such Lender, the Facility Agent shall be entitled to recover such corresponding amount on demand from such Lender. If such Lender does not pay such corresponding amount forthwith upon the Facility Agent’s demand therefor, the Facility Agent shall promptly notify the Borrower and the Borrower shall immediately pay such corresponding amount to the Facility Agent. The Facility Agent shall also be entitled to recover on demand from such Lender or the Borrower, as the case may be, interest on such corresponding amount in respect of each day from the date such corresponding amount was made available by the Facility Agent to the Borrower until the date such corresponding amount is recovered by the Facility Agent, at a rate per annum equal to (i) if recovered from such Lender, at the overnight Eurodollar Rate Date and (ii) if recovered the acceleration of the Notes after the occurrence of an Event of Default, amounts on deposit in the 2016-B Exchange Note Collection Account will be distributed in the manner set forth in Section 5.04(b) on such Payment Date. (d) If on any Payment Date, after giving effect to all deposits to and withdrawals from the Borrower2016-B Reserve Account, the rate amount on deposit in the 2016-B Reserve Account exceeds the Required Reserve Amount, the Indenture Trustee (in accordance with the Monthly Investor Report) shall distribute any such excess to or at the direction of interest applicable the Certificateholder. Upon any such distributions to the respective BorrowingCertificateholder, as determined pursuant the Noteholders will have no further rights in, or claims to Section 2.06. Nothing such amounts. (e) If the sum of the amounts on deposit in this Section 2.04 shall the 2016-B Exchange Note Collection Account and the 2016-B Reserve Account on any Payment Date equals or exceeds the Note Balance, accrued and unpaid interest thereon and all amounts due to the Servicer, the Collateral Agent, the Administrative Agent, the Owner Trustee and the Indenture Trustee, all such amounts will be deemed applied up to relieve any Lender from its obligation the amount necessary to make Loans hereunder or reduce the Note Balance to prejudice any rights which zero and discharge the Borrower may have against any Lender as a result of any failure by Notes and pay such Lender to make Loans hereunderamounts due.

Disbursement of Funds. No later than 12:00 Noon (Frankfurt timea) On each Payment Date prior to the acceleration of the Notes following the occurrence of an Event of Default, the Indenture Trustee will (based on the date specified information contained in the related Monthly Investor Report) withdraw from the 2018-A Exchange Note Collection Account an amount equal to the 2018-A Available Funds and shall apply such amount in accordance with the following priorities: (i) pro rata, up to a maximum of $250,000 each calendar year, to pay (A) to the Collateral Agent any expenses or indemnified amounts due with respect to the 2018-A Exchange Note or the 2018-A Reference Pool under Section 3.01(c) of the Basic Collateral Agency Agreement or Article Eight of the Basic Collateral Agency Agreement to the extent not paid by the Borrower or the Titling Trust Administrator, (B) to the Administrative Agent any expenses or indemnified amounts due with respect to the 2018-A Exchange Note or the 2018-A Reference Pool under Section 7.05 of the Basic Collateral Agency Agreement or Article Eight of the Basic Collateral Agency Agreement to the extent not paid by the Borrower or the Titling Trust Administrator, (C) to the Trustees all amounts, including indemnities, then due to the Trustees to the extent not paid by the Transferor or the Administrator and (D) to the Asset Representations Reviewer any amounts due under the Asset Representations Review Agreement; (ii) to the 2018-A Distribution Account, for payment to the Noteholders, on a pro rata basis, the Interest Distributable Amount for such Payment Date; (iii) to the 2018-A Distribution Account, for payment to the Noteholders, as payments of principal, an amount equal to the Priority Principal Distribution Amount for such Payment Date; (iv) to the 2018-A Reserve Account, the amount necessary to cause the amount on deposit in the 2018-A Reserve Account to equal the Required Reserve Amount; (v) to the 2018-A Distribution Account, for payment to the Noteholders, as payments of principal, an amount equal to the Regular Principal Distribution Amount for such Payment Date; (vi) if a Successor Servicer has been appointed pursuant to the 2018-A Servicing Agreement, to such Successor Servicer, any Transition Costs due in connection with such transfer of servicing and not paid pursuant to the 2018-A Servicing Agreement plus the Additional Servicing Fee, if any, for the related Collection Period; (vii) to the Indenture Trustee, the Owner Trustee, the Collateral Agent, the Asset Representations Reviewer and the Administrative Agent, any accrued and unpaid expenses, indemnities and fees, in each Notice of Borrowingcase to the extent the fees, expenses and indemnities have not been previously paid above pursuant to clause (i) above; and (viii) to the Certificateholder, any amounts remaining after the foregoing distributions. (b) On each Lender will make available its pro rata portion of each Borrowing requested Payment Date, the Indenture Trustee shall either directly or through the Note Paying Agent apply or cause to be applied the amount on deposit in the Notice of Borrowing to be made 2018-A Distribution Account on such date. All such amounts shall be made available Payment Date to make the following payments in the currency required by following order of priority: (i) from amounts deposited into the 2018-A Distribution Account pursuant to Section 2.02(b) in immediately available funds at the Payment Office of the Facility Agent, and the Facility Agent will make available to (I) in the case of Loans disbursed in Dollars, the Borrower (and/or its designee(s8.03(a)(ii), to the extent possible and Class A Noteholders, on a pro rata basis, the Interest Distributable Amount for the Class A Notes for such Payment Date; (ii) from amounts deposited into the 2018-A Distribution Account pursuant to the extent such designee is a provider of Earmarked Foreign Exchange Arrangements referenced in the definition of Dollar EquivalentSections 8.03(a)(iii) and (IIv) (so long as the maturity of the Notes has not been accelerated pursuant to Section 5.02): (A) first, to the Class A-1 Noteholders (until the Class A-1 Note Balance has been reduced to zero); (B) second, to the Class A-2 (until the Class A-2 Note Balance has been reduced to zero); (C) third, to the Class A-3 Noteholders (until the Class A-3 Note Balance has been reduced to zero); and (D) fourth, to the Class A-4 Noteholders (until the Class A-4 Note Balance has been reduced to zero). (c) Notwithstanding Section 8.03(a), following (i) the liquidation of all or part of the Trust Estate pursuant to Section 5.04(a)(iv), any proceeds of such liquidation of the Trust Estate collected during any Collection Period will be deposited into the 2018-A Exchange Note Collection Account on or prior to the related Payment Date and distributed in the case of Loans disbursed manner set forth in Euro, designee(s) of the Borrower (to the extent any such designee is the Yard or, in the case of the Hermes Premium, Hermes), in each case prior to 3:00 P.M. (Frankfurt TimeSection 5.04(b) on such day, to the extent of funds actually received by the Facility Agent prior to 12:00 Noon (Frankfurt Time) on such day, in each case at the Payment Office in the account(s) specified in the applicable Notice of Borrowing, the aggregate of the amounts so made available by the Lenders. Unless the Facility Agent shall have been notified by any Lender prior to the date of Borrowing that such Lender does not intend to make available to the Facility Agent such Lender’s portion of any Borrowing to be made on such date, the Facility Agent may assume that such Lender has made such amount available to the Facility Agent on such date of Borrowing and the Facility Agent may, in reliance upon such assumption, make available to the Borrower a corresponding amount. If such corresponding amount is not in fact made available to the Facility Agent by such Lender, the Facility Agent shall be entitled to recover such corresponding amount on demand from such Lender. If such Lender does not pay such corresponding amount forthwith upon the Facility Agent’s demand therefor, the Facility Agent shall promptly notify the Borrower and the Borrower shall immediately pay such corresponding amount to the Facility Agent. The Facility Agent shall also be entitled to recover on demand from such Lender or the Borrower, as the case may be, interest on such corresponding amount in respect of each day from the date such corresponding amount was made available by the Facility Agent to the Borrower until the date such corresponding amount is recovered by the Facility Agent, at a rate per annum equal to (i) if recovered from such Lender, at the overnight Eurodollar Rate Date and (ii) if recovered the acceleration of the Notes after the occurrence of an Event of Default, amounts on deposit in the 2018-A Exchange Note Collection Account will be distributed in the manner set forth in Section 5.04(b) on such Payment Date. (d) If on any Payment Date, after giving effect to all deposits to and withdrawals from the Borrower2018-A Reserve Account, the rate amount on deposit in the 2018-A Reserve Account exceeds the Required Reserve Amount, the Indenture Trustee (in accordance with the Monthly Investor Report) shall distribute any such excess to or at the direction of interest applicable the Certificateholder. Upon any such distributions to the respective BorrowingCertificateholder, as determined pursuant the Noteholders will have no further rights in, or claims to Section 2.06. Nothing such amounts. (e) If the sum of the amounts on deposit in this Section 2.04 shall the 2018-A Exchange Note Collection Account and the 2018-A Reserve Account on any Payment Date equals or exceeds the Note Balance, accrued and unpaid interest thereon and all amounts due to the Servicer, the Collateral Agent, the Administrative Agent, the Asset Representations Reviewer, the Owner Trustee and the Indenture Trustee, all such amounts will be deemed applied up to relieve any Lender from its obligation the amount necessary to make Loans hereunder or reduce the Note Balance to prejudice any rights which zero and discharge the Borrower may have against any Lender as a result of any failure by Notes and pay such Lender to make Loans hereunderamounts due.

Disbursement of Funds. (a) No later than 12:00 Noon 1:00 P.M. (Frankfurt New York time) on the date specified in each Notice of BorrowingBorrowing (or (x) in the case of Swingline Loans, no later than 2:00 P.M. (New York time) on the date specified in Section 1.03(b)(i) or (y) in the case of Mandatory Borrowings, no later than 12:00 Noon (New York time) on the date specified in Section 1.01(c)), each Lender Bank will make available its pro rata portion share, if any, of each Borrowing requested in the Notice of Borrowing to be made on such datedate (or in the case of Swingline Loans, BTCo shall make available the full amount thereof) in the manner provided below. All such amounts shall be made available to the Agent in the currency required by Section 2.02(b) in U.S. Dollars and immediately available funds at the Payment Office of the Facility Agent, and the Facility Agent promptly will make available to (I) in the case of Loans disbursed in Dollars, the Borrower (and/or by depositing to its designee(s), to the extent possible and to the extent such designee is a provider of Earmarked Foreign Exchange Arrangements referenced in the definition of Dollar Equivalent) and (II) in the case of Loans disbursed in Euro, designee(s) of the Borrower (to the extent any such designee is the Yard or, in the case of the Hermes Premium, Hermes), in each case prior to 3:00 P.M. (Frankfurt Time) on such day, to the extent of funds actually received by the Facility Agent prior to 12:00 Noon (Frankfurt Time) on such day, in each case account at the Payment Office in the account(s) specified in the applicable Notice of Borrowing, the aggregate of the amounts so made available by in the Lenderstype of funds received. Unless the Facility Agent shall have been notified by any Lender Bank prior to the date of Borrowing that such Lender Bank does not intend to make available to the Facility Agent such Lender’s its portion of any the Borrowing or Borrowings to be made on such date, the Facility Agent may assume that such Lender Bank has made such amount available to the Facility Agent on such date of Borrowing Borrowing, and the Facility Agent mayAgent, in reliance upon such assumption, may (in its sole discretion and without any obligation to do so) make available to the Borrower a corresponding amount. If such corresponding amount is not in fact made available to the Facility Agent by such LenderBank and the Agent has made available same to the Borrower, the Facility Agent shall be entitled to recover such corresponding amount on demand from such LenderBank. If such Lender Bank does not pay such corresponding amount forthwith upon the Facility Agent’s 's demand therefor, the Facility Agent shall promptly notify the Borrower Borrower, and the Borrower shall immediately pay such corresponding amount to the Facility Agent. The Facility Agent shall also be entitled to recover on demand from such Lender the Bank or the Borrower, as the case may be, interest on such corresponding amount in respect of each day from the date such corresponding amount was made available by the Facility Agent to the Borrower until to the date such corresponding amount is recovered by the Facility Agent, at a rate per annum equal to (ix) if recovered from paid by such LenderBank, at the overnight Eurodollar Federal Funds Rate and or (iiy) if recovered from paid by the Borrower, the then applicable rate of interest applicable to interest, calculated in accordance with Section 1.08, for the respective Borrowing, as determined pursuant to Section 2.06. Loans. (b) Nothing in this Section 2.04 herein shall be deemed to relieve any Lender Bank from its obligation to make Loans fulfill its commitments hereunder or to prejudice any rights which the Borrower may have against any Lender Bank as a result of any failure default by such Lender to make Loans Bank hereunder.

Disbursement of Funds. No later than 12:00 Noon (Frankfurt time) on the date specified in each Notice of Borrowing, each Lender will make available its pro rata portion of each Borrowing requested in the Notice of Borrowing to be made on such date. All such amounts shall be made available in the currency required by Section 2.02(b) in immediately available funds at the Payment Office of the Facility Agent, and the Facility Agent will make available to (I) in the case of Loans disbursed in Dollars, the designee(s) of the Borrower (and/or its with such designee(s), to ) being in such circumstances either Xxxxxx (in the extent possible and to case of the extent such designee is Hermes Premium) or a provider of Earmarked Foreign Exchange Arrangements referenced in the definition of Dollar Equivalent) ), save that each Loan in respect of the First Hermes Instalment and the Additional Hermes Premium may be paid directly to the Borrower and (II) in the case of Loans disbursed in Euro, designee(s) of the Borrower (to with such designee(s) being in such circumstances the extent any such designee is the Yard or, in the case of the Hermes Premium, HermesYard), in each case prior to 3:00 P.M. (Frankfurt Time) on such day, to the extent of funds actually received by the Facility Agent prior to 12:00 Noon (Frankfurt Time) on such day, in each case at the Payment Office in the account(s) specified in the applicable Notice of Borrowing, the aggregate of the amounts so made available by the Lenders. Unless the Facility Agent shall have been notified by any Lender prior to the date of Borrowing that such Lender Xxxxxx does not intend to make available to the Facility Agent such LenderXxxxxx’s portion of any Borrowing to be made on such date, the Facility Agent may assume that such Lender Xxxxxx has made such amount available to the Facility Agent on such date of Borrowing and the Facility Agent may, in reliance upon such assumption, ​ -42- ​ ​ make available to the Borrower a corresponding amount. If such corresponding amount is not in fact made available to the Facility Agent by such Lender, the Facility Agent shall be entitled to recover such corresponding amount on demand from such Lender. If such Lender does not pay such corresponding amount forthwith upon the Facility Agent’s demand therefor, the Facility Agent shall promptly notify the Borrower and the Borrower shall immediately pay such corresponding amount to the Facility Agent. The Facility Agent shall also be entitled to recover on demand from such Lender or the Borrower, as the case may be, interest on such corresponding amount in respect of each day from the date such corresponding amount was made available by the Facility Agent to the Borrower until the date such corresponding amount is recovered by the Facility Agent, at a percentage rate per annum equal to (i) if recovered from such Lender, at the overnight Eurodollar Rate or, on and from the Rate Switch Date, the Reference Rate and (ii) if recovered from the Borrower, the rate of interest applicable to the respective Borrowing, as determined pursuant to Section 2.06. Nothing in this Section 2.04 shall be deemed to relieve any Lender from its obligation to make Loans hereunder or to prejudice any rights which the Borrower may have against any Lender as a result of any failure by such Lender to make Loans hereunder.

Disbursement of Funds. No later than 12:00 Noon (Frankfurt timea) on All monies collected for the date specified in Orthodontic Entity by USOC pursuant to Section 1.10 above shall be deposited into an account (the "Orthodontic Entity Account") with a bank whose deposits are insured with the Federal Deposit Insurance Corporation. The Orthodontic Entity Account shall contain the name of the Orthodontic Entity, but USOC shall make all disbursements therefrom. USOC shall account for all monies so disbursed from the Orthodontic Entity Account. From the funds collected and deposited each Notice of Borrowing, each Lender will make available its pro rata portion of each Borrowing requested month by USOC in the Notice of Borrowing to be made on such date. All such amounts Orthodontic Entity Account, USOC shall be made available in make the currency required by Section 2.02(b) in immediately available funds at the Payment Office of the Facility Agentfollowing disbursements, and the Facility Agent will make available to (I) in the case of Loans disbursed in Dollarsamong others, the Borrower (and/or its designee(s), to the extent possible and to the extent such designee is a provider of Earmarked Foreign Exchange Arrangements referenced in the definition of Dollar Equivalent) and (II) in the case of Loans disbursed in Euro, designee(s) of the Borrower (to the extent any such designee is the Yard or, in the case of the Hermes Premium, Hermes), in each case prior to 3:00 P.M. (Frankfurt Time) on such day, to the extent of funds actually received by the Facility Agent prior to 12:00 Noon (Frankfurt Time) on such day, in each case at the Payment Office in the account(s) specified in the applicable Notice of Borrowing, the aggregate of the amounts so made available by the Lenders. Unless the Facility Agent shall have been notified by any Lender prior to the date of Borrowing that such Lender does not intend to make available to the Facility Agent such Lender’s portion of any Borrowing to be made on such date, the Facility Agent may assume that such Lender has made such amount available to the Facility Agent on such date of Borrowing and the Facility Agent may, in reliance upon such assumption, make available to the Borrower a corresponding amount. If such corresponding amount is not in fact made available to the Facility Agent by such Lender, the Facility Agent shall be entitled to recover such corresponding amount on demand from such Lender. If such Lender does not pay such corresponding amount forthwith upon the Facility Agent’s demand therefor, the Facility Agent shall promptly notify the Borrower and the Borrower shall immediately pay such corresponding amount to the Facility Agent. The Facility Agent shall also be entitled to recover on demand from such Lender or the Borrower, as the case may be, interest on such corresponding amount in respect of each day from the date such corresponding amount was made available by the Facility Agent to the Borrower until the date such corresponding amount is recovered by the Facility Agent, at a rate per annum equal to when payable: (i) if recovered from Compensation payable to all employees of the Orthodontic Entity, and all taxes and assessments payable to local, state and Federal governments in connection with the employment of such Lender, at the overnight Eurodollar Rate and personnel; and (ii) if recovered from All sums otherwise due and payable by the BorrowerOrthodontic Entity as Center Expenses, as defined in Article III hereof, as well as fees payable to USOC pursuant to Article III hereof. (b) In the rate of interest applicable event the funds in the Orthodontic Entity Account will, at any time, be insufficient to cover current expenses, USOC shall notify the Orthodontic Entity and USOC shall advance to the respective BorrowingOrthodontic Entity the necessary funds to pay current expenses for the benefit of the Orthodontic Entity, which advances will be deemed to be loans to the Orthodontic Entity to be repaid upon such terms as determined pursuant agreed to Section 2.06. Nothing in this Section 2.04 by the Orthodontic Entity and USOC, which indebtedness shall be deemed a Center Expense for purposes of Article III hereof; provided, however, that in any event the outstanding principal amount of such indebtedness shall bear interest at an annual rate adjusted on the first calendar day of each month to relieve any Lender reflect that certain rate from its obligation time to make Loans hereunder or to prejudice any rights time published by the Wall Street Journal as the prime rate, as of the last business day of the immediately preceding month for which such prime rate was published (the Borrower may have against any Lender as a result of any failure by such Lender to make Loans hereunder"Prime Rate"), plus one percent (1%).

Disbursement of Funds. No later than 12:00 Noon (Frankfurt timea) The Class P Preferred Shares outstanding will have an aggregate stated redemption price from time to time equal to the Aggregate Outstanding Portfolio Balance minus the Aggregate Outstanding Amount of all Classes of Notes (the “Class P Preferred Shares Stated Redemption Price”). The Class P Preferred Shares will have a stated dividend rate equal to the weighted average of the interest rates on the date specified Collateral Interests with respect to the related Interest Accrual Period, expressed on an actual/360 basis. Such dividend rate will be applied to the outstanding Class P Preferred Share Notional Amount. (b) The Class X Preferred Shares outstanding will have a notional amount from time to time equal to the outstanding Class P Preferred Share Notional Amount (the “Class X Preferred Share Notional Amount”). The Class X Preferred Shares will have a stated dividend rate of the Class X Preferred Rate. Such dividend rate will be applied to the outstanding Class X Preferred Share Notional Amount. (c) The Class R Preferred Shares will be entitled to any amount remaining after all distributions to the Class P Preferred Shares and the Class X Preferred Shares (including, without limitation, any accrued and unpaid dividends and Class P Preferred Shares Stated Redemption Price) have been made in accordance with the priority of distribution described herein. (d) Subject to Section 3.2, on each Notice Payment Date (including any Redemption Date and the Stated Maturity Date) the Preferred Share Paying Agent shall apply the Available Funds to make payment (i) of Borrowingdividends and (ii) with respect to any Redemption Date or Stated Maturity Date, the Redemption Price, to each Lender will make available its Holder on the relevant Record Date, on a pro rata portion basis and in accordance with the priority of each Borrowing requested distribution described herein. (e) Notwithstanding the foregoing, in accordance with the Notice provisions of Borrowing to be made on such date. All such amounts shall be made available in the currency required by Section 2.02(b) in immediately available funds at the Payment Office of the Facility Agent, and the Facility Agent will make available to (I) in the case of Loans disbursed in Dollars, the Borrower (and/or its designee(s), to the extent possible and to the extent such designee is a provider of Earmarked Foreign Exchange Arrangements referenced in the definition of Dollar Equivalent) and (II) in the case of Loans disbursed in Euro, designee(s12.2(b) of the Borrower (Indenture and at any time when the Retention Holder holds 100% of the Preferred Shares, the Retention Holder may designate all or any portion of the Available Funds, which would otherwise be distributed to the extent any Preferred Share Paying Agent for payment on the Preferred Shares, for deposit into the Preferred Share Distribution Account as a contribution to the Issuer. Any such designee is amounts paid to the Yard Issuer as a contribution shall be deemed for all purposes as having been paid to the Preferred Share Paying Agent pursuant to the Priority of Payments in the Indenture. (f) Payments will be made by wire transfer to a U.S. dollar account maintained by such Holder as notified to the Preferred Share Paying Agent or, in the case absence of such notification, by U.S. dollar check delivered by first class mail to the Holder at its address of record. The Preferred Share Registrar shall, upon request, provide the Preferred Share Paying Agent with a certified list of the Hermes Premium, Hermes), Holders and all relevant information regarding the Holders as the Preferred Share Paying Agent may require promptly and in each case prior no later than five Business Days after receipt of such request (or each relevant Record Date, if sooner or if no such request is made); provided, that in no event shall the Preferred Share Registrar be expected to 3:00 P.M. respond in less than two Business Days from receipt of such request. (Frankfurt Timeg) on such daySubject to Section 3.1(d), the Preferred Share Paying Agent shall distribute all amounts to be paid in accordance with the Priority of Payments to the extent of funds actually received by the Facility Agent prior to 12:00 Noon (Frankfurt Time) on such day, in each case at the Payment Office in the account(s) specified in the applicable Notice of Borrowing, the aggregate holders of the amounts so made available by the Lenders. Unless the Facility Agent shall have been notified by any Lender prior to the date of Borrowing that such Lender does not intend to make available to the Facility Agent such Lender’s portion of any Borrowing to be made on such date, the Facility Agent may assume that such Lender has made such amount available to the Facility Agent on such date of Borrowing and the Facility Agent may, in reliance upon such assumption, make available to the Borrower a corresponding amount. If such corresponding amount is not in fact made available to the Facility Agent by such Lender, the Facility Agent shall be entitled to recover such corresponding amount on demand from such Lender. If such Lender does not pay such corresponding amount forthwith upon the Facility Agent’s demand therefor, the Facility Agent shall promptly notify the Borrower and the Borrower shall immediately pay such corresponding amount to the Facility Agent. The Facility Agent shall also be entitled to recover on demand from such Lender or the Borrower, Preferred Shares as the case may be, interest on such corresponding amount in respect of each day from the date such corresponding amount was made available by the Facility Agent to the Borrower until the date such corresponding amount is recovered by the Facility Agent, at a rate per annum equal to (i) if recovered from such Lender, at the overnight Eurodollar Rate and (ii) if recovered from the Borrower, the rate of interest applicable to the respective Borrowing, as determined pursuant to Section 2.06. Nothing in this Section 2.04 shall be deemed to relieve any Lender from its obligation to make Loans hereunder or to prejudice any rights which the Borrower may have against any Lender as a result of any failure by such Lender to make Loans hereunder.follows:

Disbursement of Funds. (a) No later than 12:00 Noon (Frankfurt timelocal time in the city in which the proceeds of such Revolving Loans are to be made available in accordance with the terms hereof) on the date specified in each Notice of Borrowing, each Lender with a Commitment will make available its pro rata portion Pro Rata Share of each Borrowing of Revolving Loans requested in the Notice of Borrowing to be made on such date, in Dollars or in the relevant Alternate Currency, as the case may be, and in immediately available funds at the appropriate Payment Office of the Agent. All such amounts shall be made available in the currency required by Section 2.02(b) in immediately available funds at the appropriate Payment Office of the Facility Agent, and the Facility Agent will make available to (I) in the Company or the German Borrower, as the case of Loans disbursed may be, at such Payment Office, in DollarsDollars or the relevant Alternate Currency, the Borrower (and/or its designee(s), to the extent possible and to the extent such designee is a provider of Earmarked Foreign Exchange Arrangements referenced in the definition of Dollar Equivalent) and (II) in as the case of Loans disbursed may be, and in Euro, designee(s) of the Borrower (to the extent any such designee is the Yard or, in the case of the Hermes Premium, Hermes), in each case prior to 3:00 P.M. (Frankfurt Time) on such day, to the extent of funds actually received by the Facility Agent prior to 12:00 Noon (Frankfurt Time) on such day, in each case at the Payment Office in the account(s) specified in the applicable Notice of Borrowingimmediately available funds, the aggregate of the amounts so made available by the Lenders. Lenders (prior to 1:00 P.M. (local time in the city in which the proceeds of such Revolving Loans are to be made available in accordance with the terms hereof) on such day), to the extent of funds actually received by the Agent. (b) Unless the Facility Agent shall have been notified by any Lender prior to the date of Borrowing that such Lender does not intend to make available to the Facility Agent such Lender’s 's portion of any Borrowing to be made on such date, the Facility Agent may assume that such Lender has made such amount available to the Facility Agent on such date of Borrowing and the Facility Agent may, in reliance upon such assumption, make available to the relevant Borrower a corresponding amount. If such corresponding amount is not in fact made available to the Facility Agent by such Lender, the Facility Agent shall be entitled to recover such corresponding amount on demand from such Lender. If such Lender does not pay such corresponding amount forthwith upon the Facility Agent’s 's demand therefor, the Facility Agent shall promptly notify the Borrower Company or the German Borrower, as the case may be, and the Borrower Company or the German Borrower, as the case may be, shall immediately pay such corresponding amount to the Facility Agent. The Facility Agent shall also be entitled to recover on demand from such Lender or the Company or the German Borrower, as the case may be, interest on such corresponding amount in respect of each day from the date such corresponding amount was made available by the Facility Agent to the such Borrower until the date such corresponding amount is recovered by the Facility Agent, at a rate per annum equal to (i) if recovered from such Lender, at the overnight Eurodollar Federal Funds Rate and (ii) if recovered from the Company or the German Borrower, as the case may be, the rate of interest applicable to the respective Borrowing, as determined pursuant to Section 2.062.8. Nothing in this Section 2.04 2.4 shall be deemed to relieve any Lender from its obligation to make Revolving Loans hereunder or to prejudice any rights which the Borrower Company or the German Borrower, as the case may be, may have against any Lender as a result of any failure by such Lender to make Revolving Loans hereunder.

Disbursement of Funds. (a) No later than (i) 12:00 Noon (Frankfurt New York time) in the case of Dollar Borrowings, (ii) 12:00 Noon (London time) in the case of Euro Borrowings and Sterling Borrowings or (iii) 12:00 Noon (Tokyo time) in the case of Yen Borrowings, on the date specified in each Notice of BorrowingBorrowing (including Mandatory Borrowings), each Lender will make available its pro rata portion PRO RATA portion, if any, of each Borrowing requested in the Notice of Borrowing to be made on such date. All such amounts date in the manner provided below, PROVIDED that all (i) Dollar Swingline Loans shall be made available in the currency required full amount thereof by Section 2.02(bChase no later than 3:00 P.M. (London time) on the date requested and (ii) Sterling Swingline Loans shall be made available in immediately available funds at the Payment Office of the Facility Agent, and the Facility Agent will full amount thereof by Chase no later than 2:00 P.M. (London time). (b) Each Lender shall make available all amounts it is to (I) in the case of Loans disbursed fund under any Borrowing in Dollars, the Borrower (and/or its designee(s), to the extent possible and to the extent such designee is a provider of Earmarked Foreign Exchange Arrangements referenced in the definition of Dollar Equivalent) and (II) in the case of Loans disbursed in Euro, designee(s) of the Borrower Yen or Sterling (to the extent any such designee is the Yard or, in the case of the Hermes Premium, Hermes), in each case prior to 3:00 P.M. (Frankfurt Time) on such day, to the extent of funds actually received by the Facility Agent prior to 12:00 Noon (Frankfurt Time) on such day, in each case at the Payment Office in the account(s) as specified in the applicable Notice of Borrowing) and immediately available funds to the Administrative Agent at the Administrative Agent's Office and the Administrative Agent will (except in the case of Mandatory Borrowings and Borrowings to repay Unpaid Drawings) make available to the Borrower by depositing to the Borrower's account at (i) the Administrative Agent's Office or (ii) the Sub-Agent's Office, as specified by the Borrower, the aggregate of the amounts so made available by in Dollars, Euro, Yen or Sterling and the Lenderstype of funds received. Unless the Facility Administrative Agent shall have been notified by any Lender prior to the date of any such Borrowing that such Lender does not intend to make available to the Facility Administrative Agent such Lender’s its portion of any the Borrowing or Borrowings to be made on such date, the Facility Administrative Agent may assume that such Lender has made such amount available to the Facility Administrative Agent on such date of Borrowing Borrowing, and the Facility Agent mayAdministrative Agent, in reliance upon such assumption, may (in its sole discretion and without any obligation to do so) make available to the Borrower a corresponding amount. If such corresponding amount is not in fact made available to the Facility Administrative Agent by such LenderLender and the Administrative Agent has made available same to the Borrower, the Facility Administrative Agent shall be entitled to recover such corresponding amount on demand from such Lender. If such Lender does not pay such corresponding amount forthwith upon the Facility Administrative Agent’s 's demand therefor, the Facility Administrative Agent shall promptly notify the Borrower Borrower, and the Borrower shall immediately pay such corresponding amount to the Facility Administrative Agent. The Facility Administrative Agent shall also be entitled to recover on demand from such Lender or the Borrower, as the case may be, interest on such corresponding amount in respect of each day from the date such corresponding amount was made available by the Facility Administrative Agent to the Borrower until to the date such corresponding amount is recovered by the Facility Administrative Agent, at a rate per annum equal to (i) if recovered from paid by such Lender, at the overnight Eurodollar Federal Funds Effective Rate and (or, in the case of a Euro Borrowing or Yen Borrowing, the rate reasonably determined by the Administrative Agent to be the cost to it of funding such amount) or (ii) if recovered from paid by the Borrower, the then-applicable rate of interest applicable to interest, calculated in accordance with Section 2.8, for the respective Borrowing, as determined pursuant to Section 2.06. Loans. (c) Nothing in this Section 2.04 2.4 shall be deemed to relieve any Lender from its obligation to make Loans fulfill its commitments hereunder or to prejudice any rights which that the Borrower may have against any Lender as a result of any failure default by such Lender hereunder (it being understood, however, that no Lender shall be responsible for the failure of any other Lender to make Loans fulfill its commitments hereunder).

Disbursement of Funds. No later than 12:00 Noon (Frankfurt Cincinnati time) on the date specified in each Notice of Borrowing, each Lender Bank will make available its pro rata portion of each the Borrowing requested in the Notice of Borrowing to be made on such date. All such amounts shall be made available date in the currency required by Section 2.02(b) U.S. dollars and in immediately available funds funds, at the office (the "Payment Office Office") of the Facility AgentAgent located at 425 Xxxxxx Xxxxxx, and Xxxxxxxxxx, Xxxx 00000 xxx the Facility Agent will make available to (I) in the case of Loans disbursed in Dollars, the Borrower (and/or Company at its designee(s), to the extent possible and to the extent such designee is a provider of Earmarked Foreign Exchange Arrangements referenced in the definition of Dollar Equivalent) and (II) in the case of Loans disbursed in Euro, designee(s) of the Borrower (to the extent any such designee is the Yard or, in the case of the Hermes Premium, Hermes), in each case prior to 3:00 P.M. (Frankfurt Time) on such day, to the extent of funds actually received by the Facility Agent prior to 12:00 Noon (Frankfurt Time) on such day, in each case at the Payment Office in the account(s) specified in the applicable Notice of Borrowing, the aggregate of the amounts so made available by the LendersBanks, provided that each Bank shall apply the proceeds of each Roll-Over Borrowing to the payment of the Loans or Term Loans maturing on the date of such Roll-Over Borrowing. Unless the Facility Agent shall have been notified by any Lender Bank prior to the date of Borrowing that such Lender Bank does not intend to make available to the Facility Agent such Lender’s Bank's portion of any Borrowing the borrowing to be made on such date, the Facility Agent may assume that such Lender Bank has made such amount available to the Facility Agent on such date of Borrowing and the Facility Agent may, in reliance upon such assumption, make available to the Borrower Company a corresponding amount. If such corresponding amount is not in fact made available to the Facility Agent by such LenderBank, the Facility Agent shall be entitled to recover such corresponding amount on demand from such LenderBank. If such Lender Bank does not pay such corresponding amount forthwith upon the Facility Agent’s 's demand therefor, the Facility Agent shall promptly notify the Borrower Company and the Borrower Company shall immediately pay such corresponding amount to the Facility Agent. The Facility Agent shall also be entitled to recover on demand from such Lender Bank or the BorrowerCompany, as the case may be, interest on such corresponding amount in respect of each day from the date such corresponding amount was made available by the Facility Agent to the Borrower until Company to the date such corresponding amount is recovered by the Facility Agent, at a rate per annum equal to Agent (ix) if recovered from such Lenderin the case of the Banks, at the overnight Eurodollar Rate Federal Funds rate in effect from time to time and (iiy) if recovered from in the Borrowercase of the Company, the interest rate of interest applicable to the respective Borrowing, as determined Loans or Term Loans made pursuant to Section 2.06such Borrowing. Nothing in this Section 2.04 herein shall be deemed to relieve any Lender Bank from its obligation to make Loans fulfill its Commitment hereunder or to prejudice any rights which the Borrower Company may have against any Lender Bank as a result of any failure default by such Lender to make Loans Bank hereunder.

Disbursement of Funds. No Not later than 12:00 Noon (Frankfurt New York time) on the date specified in each Notice of BorrowingBorrowing (or (x) in the case of Swingline Loans, not later than 2:00 P.M. (New York time) on the date specified pursuant to Section 1.03(b)(i) or (y) in the case of Mandatory Borrowings, not later than 12:00 Noon (New York time) on the date specified in Section 1.01(c)), each Lender Bank will make available its pro rata portion of each such Borrowing requested in the Notice of Borrowing to be made on such datedate (or in the case of Swingline Loans, the Swingline Bank shall make available the full amount thereof). All such amounts shall be made available in the currency required by Section 2.02(b) Dollars and in immediately available funds at the Payment Office of the Facility Agent, and the Facility Agent will make available to (I) in the case of Loans disbursed in Dollars, the Borrower (and/or its designee(s), to at the extent possible and to Payment Office the extent such designee is a provider of Earmarked Foreign Exchange Arrangements referenced in the definition of Dollar Equivalent) and (II) in the case of Loans disbursed in Euro, designee(s) aggregate of the Borrower amounts so made available by the Banks (to the extent any such designee is the Yard or, in the case of the Hermes Premium, Hermes), in each case prior to 3:00 1:00 P.M. (Frankfurt Time) on such day, to the extent of funds actually received by the Facility Agent prior to 12:00 Noon (Frankfurt Time) on such day, in each case at the Payment Office in the account(s) specified in the applicable Notice of Borrowing, the aggregate of the amounts so made available by the Lenders). Unless the Facility Agent shall have been notified by any Lender Bank prior to the date of Borrowing that such Lender Bank does not intend to make available to the Facility Agent such Lender’s Bank's portion of any Borrowing to be made on such date, the Facility Agent may assume that such Lender Bank has made such amount available to the Facility Agent on such date of Borrowing and the Facility Agent maymay (but shall not be obligated to), in reliance upon such assumption, make available to the Borrower a corresponding amount. If such corresponding amount is not in fact made available to the Facility Agent by such LenderBank, the Facility Agent shall be entitled to recover such corresponding amount on demand from such LenderBank. If such Lender Bank does not pay such corresponding amount forthwith upon the Facility Agent’s 's demand therefor, the Facility Agent shall promptly notify the Borrower and the Borrower shall immediately pay such corresponding amount to the Facility Agent. The Facility Agent shall also be entitled to recover on demand from such Lender or the Borrower, as the case may be, interest on such corresponding amount in respect of each day from the date such corresponding amount was made available by the Facility Agent to the Borrower until the date such corresponding amount is recovered by the Facility Agent, at a rate per annum equal to (i) if recovered from such Lender, at the overnight Eurodollar Rate and (ii) if recovered from the Borrower, the rate of interest applicable to the respective Borrowing, as determined pursuant to Section 2.06. Nothing in this Section 2.04 shall be deemed to relieve any Lender from its obligation to make Loans hereunder or to prejudice any rights which the Borrower may have against any Lender as a result of any failure by such Lender to make Loans hereunder.The

Disbursement of Funds. No (a) Not later than 12:00 Noon 1:00 P.M. (Frankfurt New York time) on the date specified in each Notice of BorrowingBorrowing (or (x) in the case of Swingline Loans, not later than 2:00 P.M. (New York time) on the date specified in Section 1.03(b)(i) or (y) in the case of Mandatory Borrowings, not later than 12:00 Noon (New York time) oh the date specified in Section 1.01(d)), each Lender Bank with a Commitment of the respective Tranche will make available its pro rata portion PRO RATA share, if any, of each Borrowing requested in the Notice of Borrowing to be made on such datedate (or in the case of Swingline Loans, BTCo shall make available the full amount thereof) in the manner provided below. All such amounts shall be made available to the Agent in the currency required by Section 2.02(b) U.S. Dollars and in immediately available funds at the Payment Office of the Facility Agent, and the Facility Agent promptly will make available to (I) in the case of Loans disbursed in Dollars, the Borrower (and/or by depositing to its designee(s), to the extent possible and to the extent such designee is a provider of Earmarked Foreign Exchange Arrangements referenced in the definition of Dollar Equivalent) and (II) in the case of Loans disbursed in Euro, designee(s) of the Borrower (to the extent any such designee is the Yard or, in the case of the Hermes Premium, Hermes), in each case prior to 3:00 P.M. (Frankfurt Time) on such day, to the extent of funds actually received by the Facility Agent prior to 12:00 Noon (Frankfurt Time) on such day, in each case account at the Payment Office in the account(s) specified in the applicable Notice of Borrowing, the aggregate of the amounts so made available by in the Lenderstype of funds received. Unless the Facility Agent shall have been notified by any Lender Bank prior to the date of Borrowing that such Lender Bank does not intend to make available to the Facility Agent such Lender’s its portion of any the Borrowing or Borrowings to be made on such date, the Facility Agent may assume that such Lender Bank has made such amount available to the Facility Agent on such date of Borrowing Borrowing, and the Facility Agent mayAgent, in reliance upon such assumption, may (in its sole discretion and without any obligation to do so) make available to the Borrower a corresponding amount. If such corresponding amount is not in fact made available to the Facility Agent by such LenderBank and the Agent has made available same to the Borrower, the Facility Agent shall be entitled to recover such corresponding amount on demand from such LenderBank. If such Lender Bank does not pay such corresponding amount forthwith upon the Facility Agent’s 's demand therefor, the Facility Agent shall promptly notify the Borrower Borrower, and the Borrower shall immediately pay such corresponding amount to the Facility Agent. The Facility Agent shall also be entitled to recover on demand from such Lender Bank or the Borrower, as the case may be, interest on such corresponding amount in respect of each day from the date such corresponding amount was made available by the Facility Agent to the Borrower until to the date such corresponding amount is recovered by the Facility Agent, at a rate per annum equal to (ix) if recovered from paid by such LenderBank, at the overnight Eurodollar Federal Funds Rate and or (iiy) if recovered from paid by the Borrower, the then applicable rate of interest applicable to the respective Borrowinginterest, as determined pursuant to calculated in accordance with Section 2.06. 1.08. (b) Nothing in this Section 2.04 Agreement shall be deemed to relieve any Lender Bank from its obligation to make Loans fulfill its commitments hereunder or to prejudice any rights which the Borrower may have against any Lender Bank as a result of any failure default by such Lender to make Loans Bank hereunder.

Disbursement of Funds. (a) No later than 12:00 Noon (Frankfurt timei) 2:00 p.m., in the case of each Borrowing of Delayed Draw Term Loans or Revolving Loans for which a Notice of Borrowing has been delivered prior to the time required under Section 2.03, on the date the requested Borrowing specified in each the Notice of BorrowingBorrowing therefor, each Lender will make available its pro rata portion portion, if any, of each such Borrowing requested in the Notice of Borrowing to be made on such date. All such amounts shall be made available date in the currency required by Section 2.02(bmanner provided below, (ii) in immediately available funds at the Payment Office of the Facility Agent, and the Facility Agent will make available to (I) in the case of Loans disbursed in Dollars, the Borrower (and/or its designee(s), to the extent possible and to the extent such designee is a provider of Earmarked Foreign Exchange Arrangements referenced in the definition of Dollar Equivalent) and (II) in the case of Loans disbursed in Euro, designee(s) of the Borrower (to the extent any such designee is the Yard or2:00 p.m., in the case of the Hermes Premiummaking of the Closing Date Term Loans on the Closing Date, Hermes), if the conditions set forth in each case prior to 3:00 P.M. (Frankfurt Time) on such day, Article V and Article VI to the extent effectiveness of funds actually received by the Facility Agent this Agreement are met prior to 12:00 Noon p.m. on the Closing Date, and (Frankfurt Timeiii) on such day2:00 p.m., in the case of each case at Borrowing of Incremental Term Loans for which all conditions to the Payment Office making of such Loan set forth in this Agreement have been met prior to 10:00 a.m. on the account(s) requested date of such Borrowing specified in the applicable Notice of Borrowing therefor, each Lender will make available its pro rata portion, if any, of the Loan in the manner provided below. (b) Each Lender shall make available all amounts it is to fund to the Borrower, under any Borrowing, in immediately available funds to the Administrative Agent, and the Administrative Agent will, after receipt of all requested funds, make available to the Borrower, by depositing in an account designated by the Borrower to the Administrative Agent in writing, the aggregate of the amounts so made available by the Lendersin Dollars. Unless the Facility Administrative Agent shall have been notified by any Lender prior to the date of any Borrowing that such Lender does not intend to make available to the Facility Administrative Agent such Lender’s its portion of any the Borrowing or Borrowings to be made on such date, the Facility Administrative Agent may assume that such Lender Xxxxxx has made such amount available to the Facility Administrative Agent on such date of Borrowing Borrowing, and the Facility Agent mayAdministrative Agent, in reliance upon such assumption, may (in its sole discretion and without any obligation to do so) make available to the Borrower a corresponding amount. If such corresponding amount is not in fact made available to the Facility Administrative Agent by such LenderLender and the Administrative Agent has made available the same to the Borrower, the Facility Administrative Agent shall be entitled to recover such corresponding amount on demand from such Lender. If such Lender does not pay such corresponding amount forthwith upon the Facility Administrative Agent’s demand therefor, the Facility Administrative Agent shall promptly notify the Borrower and the Borrower shall immediately promptly pay such corresponding amount to the Facility Administrative Agent. The Facility Administrative Agent shall also be entitled to recover on demand from such Lender or the Borrower, as the case may be, interest on such corresponding amount in respect of each day from the date such corresponding amount was made available by the Facility Administrative Agent to the Borrower until Borrower, to the date such corresponding amount is recovered by the Facility Administrative Agent, at a rate per annum equal to (i) if recovered from paid by such Lender, at the overnight Eurodollar Federal Funds Rate and or (ii) if recovered from paid by the Borrower, Borrower the then-applicable rate of interest applicable to the respective Borrowinginterest, as determined pursuant to Section 2.06. Nothing calculated in this Section 2.04 shall be deemed to relieve any Lender from its obligation to make Loans hereunder or to prejudice any rights which the Borrower may have against any Lender as a result of any failure by such Lender to make Loans hereunder.accordance with ‎Section 2.08,

Disbursement of Funds. No later than 12:00 Noon (Frankfurt time) on the date specified in each Notice of Borrowing, each Lender will make available its pro rata portion of each Borrowing requested in the Notice of Borrowing to be made on such date. All such amounts shall be made available in the currency required by Section 2.02(b) in immediately available funds at the Payment Office of the Facility Agent, and the Facility Agent will make available to (I) in the case of Loans disbursed in Dollars, the designee(s) of the Borrower (and/or its with such designee(s) being in such circumstances either Xxxxxx (in the case of the Hermes Premium), to the extent possible and to the extent such designee is (37) or a provider of Earmarked Foreign Exchange Arrangements referenced in the definition of Dollar Equivalent) ), save that each Loan in respect of the First Hermes Instalment and the Additional Hermes Premium may be paid directly to the Borrower and (II) in the case of Loans disbursed in Euro, designee(s) of the Borrower (to with such designee(s) being in such circumstances the extent any such designee is the Yard or, in the case of the Hermes Premium, HermesYard), in each case prior to 3:00 P.M. (Frankfurt Time) on such day, to the extent of funds actually received by the Facility Agent prior to 12:00 Noon (Frankfurt Time) on such day, in each case at the Payment Office in the account(s) specified in the applicable Notice of Borrowing, the aggregate of the amounts so made available by the Lenders. Unless the Facility Agent shall have been notified by any Lender prior to the date of Borrowing that such Lender does not intend to make available to the Facility Agent such LenderXxxxxx’s portion of any Borrowing to be made on such date, the Facility Agent may assume that such Lender Xxxxxx has made such amount available to the Facility Agent on such date of Borrowing and the Facility Agent may, in reliance upon such assumption, make available to the Borrower a corresponding amount. If such corresponding amount is not in fact made available to the Facility Agent by such Lender, the Facility Agent shall be entitled to recover such corresponding amount on demand from such Lender. If such Lender does not pay such corresponding amount forthwith upon the Facility Agent’s demand therefor, the Facility Agent shall promptly notify the Borrower and the Borrower shall immediately pay such corresponding amount to the Facility Agent. The Facility Agent shall also be entitled to recover on demand from such Lender or the Borrower, as the case may be, interest on such corresponding amount in respect of each day from the date such corresponding amount was made available by the Facility Agent to the Borrower until the date such corresponding amount is recovered by the Facility Agent, at a percentage rate per annum equal to (i) if recovered from such Lender, at the overnight Eurodollar Rate and (ii) if recovered from the Borrower, the rate of interest applicable to the respective Borrowing, as determined pursuant to Section 2.06. Nothing in this Section 2.04 shall be deemed to relieve any Lender from its obligation to make Loans hereunder or to prejudice any rights which the Borrower may have against any Lender as a result of any failure by such Lender to make Loans hereunder.

Disbursement of Funds. No later than 12:00 Noon a. If (Frankfurt timei) the Escrow Agent shall receive a notice, substantially in the form of Exhibit B hereto (an "Offering Termination Notice"), from the Company and the Placement Agent, or (ii) the Minimum Shares shall not have been subscribed for and funds thereof deposited with the Escrow Agent on or before December __, 1996 (the "Termination Date"), the Escrow Agent shall promptly pay to each subscriber listed on the date specified in each Notice of Borrowing, each Lender will make available its pro rata portion of each Borrowing requested in list held by the Notice of Borrowing Escrow Agent pursuant to be made on such date. All such amounts Section 3 whose total subscription amount shall be made available in the currency required by Section 2.02(b) in immediately available funds at the Payment Office of the Facility Agent, and the Facility Agent will make available not have been released pursuant to paragraph (I) in the case of Loans disbursed in Dollars, the Borrower (and/or its designee(s), to the extent possible and to the extent such designee is a provider of Earmarked Foreign Exchange Arrangements referenced in the definition of Dollar Equivalent) and (II) in the case of Loans disbursed in Euro, designee(sc) of the Borrower (to the extent any such designee is the Yard orthis Section 4, in the case manner set forth in paragraph (d) of this Section 4, the Hermes Premiumremaining subscription amount, Hermes)together with any interest thereon, in each case prior to 3:00 P.M. (Frankfurt Time) held by the Escrow Agent as set forth on such day, to the extent of funds actually received list held by the Facility Agent prior to 12:00 Noon Escrow Agent. b. In the event that (Frankfurt Timei) on such day, the Minimum Shares have been subscribed for and funds in each case at the Payment Office in the account(s) specified in the applicable Notice of Borrowing, the aggregate of the amounts so made available by the Lenders. Unless the Facility Agent respect thereof shall have been notified by any Lender prior to deposited with the date of Borrowing that such Lender does not intend to make available to the Facility Agent such Lender’s portion of any Borrowing to be made on such date, the Facility Agent may assume that such Lender has made such amount available to the Facility Escrow Agent on such date of Borrowing and or before the Facility Agent may, in reliance upon such assumption, make available to the Borrower a corresponding amount. If such corresponding amount is not in fact made available to the Facility Agent by such Lender, the Facility Agent shall be entitled to recover such corresponding amount on demand from such Lender. If such Lender does not pay such corresponding amount forthwith upon the Facility Agent’s demand therefor, the Facility Agent shall promptly notify the Borrower and the Borrower shall immediately pay such corresponding amount to the Facility Agent. The Facility Agent shall also be entitled to recover on demand from such Lender or the Borrower, as the case may be, interest on such corresponding amount in respect of each day from the date such corresponding amount was made available by the Facility Agent to the Borrower until the date such corresponding amount is recovered by the Facility Agent, at a rate per annum equal to (i) if recovered from such Lender, at the overnight Eurodollar Rate Termination Date and (ii) if recovered from no Offering Termination Notice shall have been delivered to the BorrowerEscrow Agent, the rate of interest applicable Company and the Placement Agent may deliver to the respective BorrowingEscrow Agent a joint notice, as determined pursuant substantially in the form of Exhibit C hereto (a "Closing Notice"), designating the date on which Shares are to Section 2.06be sold and delivered to the subscribers thereof (a "Closing Date"), and identifying the subscribers and the number of the Shares to be sold to each thereof on such Closing Date. Nothing The Escrow Agent, after receipt of such Closing Notice, shall pay to the Placement Agent or its designees on such Closing Date, in this Section 2.04 shall be deemed federal or other immediately available funds, in the manner specified by the Company and the Placement Agent in such Closing Notice, an amount (the "Placement Agent Fee") equal to relieve any Lender from its obligation to make Loans hereunder or to prejudice any rights which the Borrower may have against any Lender as sum of (a) a result commission of any failure by such Lender to make Loans hereunder.7% of the aggregate subscription amounts deposited into the Escrow Account, plus

Disbursement of Funds. No later than 12:00 Noon 1:00 p.m. (Frankfurt New York City time) on the date specified in each Notice of BorrowingBorrowing (or in the case of Swing Line Loans, as provided in Section 2.1(c)(ii)), each Lender with a Commitment of the respective Tranche will make available its pro rata portion (determined in accordance with Section 4.16) of each such Borrowing requested in the Notice of Borrowing to be made on such datedate (or in the case of Swing Line Loans, the Swing Line Lender will make available the full amount thereof). All such amounts shall will be made available in the currency required by Section 2.02(b) Dollars and in immediately available funds at the Payment Office of the Facility AgentOffice, and the Facility Administrative Agent will make available to (I) in the case of Loans disbursed in Dollars, the Borrower (and/or its designee(s), to the extent possible and to the extent such designee is a provider of Earmarked Foreign Exchange Arrangements referenced in the definition of Dollar Equivalent) and (II) in the case of Loans disbursed in Euro, designee(s) of the Borrower (to the extent any such designee is the Yard or, in the case of the Hermes Premium, Hermes), in each case prior to 3:00 P.M. (Frankfurt Time) on such day, to the extent of funds actually received by the Facility Agent prior to 12:00 Noon (Frankfurt Time) on such day, in each case at the Payment Office Office, or to such other account as the Borrower may specify in writing to the account(s) specified in the applicable Notice of BorrowingAdministrative Agent, the aggregate of the amounts so made available by the Lenders; provided that, if, on the date of a Borrowing of Revolving Loans, there are LC Disbursements or Swing Line Loans then outstanding, then the proceeds of such Borrowing shall be applied, first, to the payment in full of any such LC Disbursements with respect to Letters of Credit, second, to the payment in full of any Swing Line Loans and third, to the Borrower as otherwise provided above; provided further, that a Protective Advance shall be retained by the Administrative Agent to be applied as contemplated by Section 2.1(e) (and the Administrative Agent shall deliver to the Borrower Agent a reasonably detailed accounting of such application). Unless the Facility Administrative Agent shall have been notified by any Lender prior to the date of Borrowing that such Lender does not intend to make available to the Facility Administrative Agent such Lender’s portion of any Borrowing to be made on such date, the Facility Administrative Agent may assume that such Lender has made such amount available to the Facility Administrative Agent on such date of Borrowing and the Facility Administrative Agent maymay (but shall not be obligated to), in reliance upon such assumption, make available to the Borrower Borrowers a corresponding amount. If such corresponding amount is not in fact made available to the Facility Administrative Agent by such Lender, the Facility Administrative Agent shall be entitled to recover such corresponding amount on demand from such Lender. If such Lender does not pay such corresponding amount forthwith upon the Facility Administrative Agent’s demand therefor, the Facility Administrative Agent shall promptly notify the Borrower Agent and the Borrower Agent shall immediately pay such corresponding amount to the Facility Administrative Agent. The Facility Administrative Agent also shall also be entitled to recover on demand from such Lender or the BorrowerBorrower Agent, as the case may be, interest on such corresponding amount in respect of each day from the date such corresponding amount was made available by the Facility Administrative Agent to any of the Borrower Borrowers until the date such corresponding amount is recovered by the Facility Administrative Agent, at a rate per annum equal to (i) if recovered from such Lender, the Overnight Bank Funding Rate for the first three days and at the overnight Eurodollar Rate interest rate otherwise applicable to such Loans for each day thereafter and (ii) if recovered from the BorrowerBorrowers, the rate of interest applicable to the respective Borrowing, as determined pursuant to Section 2.06. Nothing in this Section 2.04 shall be deemed to relieve any Lender from its obligation to make Loans hereunder or to prejudice any rights which the Borrower may have against any Lender as a result of any failure by such Lender to make Loans hereunder4.7 and 4.

Disbursement of Funds. (a) No later than (i) 12:00 Noon noon (Frankfurt New York time) ), in the case of each Borrowing of Loans for which a Notice of Borrowing has been delivered prior to the time required under Section 2.03, on the date of the requested Borrowing specified in each Notice of Borrowing, each Lender will make available its pro rata portion portion, if any, of each Borrowing requested to be made on such date in the manner provided below, and (ii) 12:00 noon (New York time), in the case of each Borrowing of Incremental Term Loans for which all conditions to the making of such Loan set forth in this Agreement have been met prior to 10:00 a.m. (New York time) on the requested date of such Borrowing specified in the Notice of Borrowing therefor, each Lender will make available its pro rata portion, if any, of such Borrowing requested to be made on such date. All such amounts shall be made available date in the currency required by Section 2.02(bmanner provided below. (a) Each Lender shall make available all amounts it is to fund to the Borrower under any Borrowing, in immediately available funds at to the Payment Office of the Facility Administrative Agent, and the Facility Administrative Agent will make available to (I) except in the case of Loans disbursed in DollarsBorrowings to repay Unpaid Drawings under Letters of Credit), upon receipt of all requested funds, make available to the Borrower, by wiring to an account designated by the Borrower (and/or its designee(s), to the extent possible and to the extent such designee is a provider of Earmarked Foreign Exchange Arrangements referenced Administrative Agent in the definition of Dollar Equivalent) and (II) in the case of Loans disbursed in Euro, designee(s) of the Borrower (to the extent any such designee is the Yard or, in the case of the Hermes Premium, Hermes), in each case prior to 3:00 P.M. (Frankfurt Time) on such day, to the extent of funds actually received by the Facility Agent prior to 12:00 Noon (Frankfurt Time) on such day, in each case at the Payment Office in the account(s) specified in the applicable Notice of Borrowingwriting, the aggregate of the amounts so made available by the Lendersin Dollars. Unless the Facility Administrative Agent shall have been notified by any Lender prior to the date of any Borrowing that such Lender does not intend to make available to the Facility Administrative Agent such Lender’s its portion of any the Borrowing or Borrowings to be made on such date, the Facility Administrative Agent may assume that such Lender Xxxxxx has made such amount available to the Facility Administrative Agent on such date of Borrowing Borrowing, and the Facility Agent mayAdministrative Agent, in reliance upon such assumption, may (in its sole discretion and without any obligation to do so) make available to the Borrower a corresponding amount. If such corresponding amount is not in fact made available to the Facility Administrative Agent by such LenderLender and the Administrative Agent has made available the same to the Borrower, the Facility Administrative Agent shall be entitled to recover such corresponding amount on demand from such Lender. If such Lender does not pay such corresponding amount forthwith upon the Facility Administrative Agent’s demand therefor, the Facility Administrative Agent shall promptly notify the Borrower Borrower, and the Borrower shall immediately promptly pay such corresponding amount to the Facility Administrative Agent. The Facility Administrative Agent shall also be entitled to recover on demand from such Lender or the Borrower, as the case may be, interest on such corresponding amount in respect of each day from the date such corresponding amount was made available by the Facility Administrative Agent to the Borrower until Borrower, to the date such corresponding amount is recovered by the Facility Administrative Agent, at a rate per annum equal to (i) if recovered from paid by such Lender, at the overnight Eurodollar Federal Funds Rate and or (ii) if recovered from paid by the Borrower, the then-applicable rate of interest interest, calculated in accordance with Section 2.08, applicable to Index Rate Loans. If the respective BorrowingBorrower and such Lender shall pay interest to the Administrative Agent for the same (or a portion of the same) period, as determined pursuant the Administrative Agent shall promptly remit to Section 2.06. the Borrower the amount of such interest paid by the Borrower for such period. (b) Nothing in this Section 2.04 shall be deemed to relieve any Lender from its obligation to make Loans fulfill its commitments hereunder or to prejudice any rights which that the Borrower may have against any Lender as a result of any failure default by such Xxxxxx xxxxxxxxx (it being understood, however, that no Lender shall be responsible for the failure of any other Lender to make Loans fulfill its commitments hereunder).

Disbursement of Funds. (a) No later than 12:00 Noon (Frankfurt time) 3:00 p.m. New York City time on the date specified in of each Notice of BorrowingAdvance (other than one resulting from a conversion or continuation pursuant to Section 3.02(b)), each Lender Revolving Credit Bank or Commercial Paper Bank, as the case may be, will make available its pro rata portion Pro Rata Share of each the amount of such Borrowing requested in the Notice of Borrowing to be made on such date. All such amounts shall be made available in the currency required by Section 2.02(b) Dollars and in immediately available funds at the Agent's or Co-Agent's Payment Office of Office, as appropriate. The Agent or the Facility Agent, and the Facility Co-Agent will make available to (I) in the case of Loans disbursed in Dollars, the Borrower (and/or its designee(s), to the extent possible and to the extent such designee is a provider of Earmarked Foreign Exchange Arrangements referenced in the definition of Dollar Equivalent) and (II) in the case of Loans disbursed in Euro, designee(s) of the Borrower (to the extent any such designee is the Yard or, in the case of the Hermes Premium, Hermes), in each case prior to 3:00 P.M. (Frankfurt Time) on such day, to the extent of funds actually received by the Facility Agent prior to 12:00 Noon (Frankfurt Time) on such day, in each case at the Payment Office in the account(s) specified in the applicable Notice of Borrowing, the aggregate of the amounts (if any) so made available by the Lenders. Revolving Credit Banks or Commercial Paper Banks by wiring such amounts to the account indicated on the Notice of Borrowing or otherwise making the amount available to the Borrower as specified in the Notice of Borrowing. (b) Unless the Facility Agent or the Co-Agent shall have been notified by any Lender Revolving Credit Bank or Commercial Paper Bank, respectively, prior to the date of a Borrowing that such Lender Bank does not intend to make available to the Facility Agent or the Co-Agent such Lender’s Bank's portion of any the Borrowing to be made on such date, the Facility Agent or the Co-Agent, as the case may be, may assume that such Lender Bank has made such amount available to the Facility Agent or the Co-Agent, as the case may be, on such date of Borrowing and the Facility Agent mayor the Co-Agent, in reliance upon such assumptionas the case may be, may make available to the Borrower a corresponding amount. If such corresponding amount is not in fact made available to the Facility Agent or the Co-Agent by such LenderBank on the date of Borrowing, the Facility Agent or the Co-Agent shall be entitled to recover such corresponding amount on demand from such LenderBank together with interest at the Federal Funds Rate. If such Lender Bank does not pay such corresponding amount forthwith upon the Facility Agent’s 's or the Co-Agent's demand therefor, the Facility Agent or the Co-Agent, as the case may be, shall promptly notify the Borrower Borrower, and the Borrower shall immediately pay such corresponding amount to the Facility Agent. The Facility Agent shall also be entitled to recover on demand from such Lender or the BorrowerCo-Agent, as as, the case may be, together with interest on at the rate specified for the Borrowing which includes such corresponding amount paid. Such Bank shall pay the Agent, the Co-Agent and the other Banks for all losses, expenses and liabilities (including, without limitation, any interest paid by any such Bank to lenders of funds borrowed by it to make or carry its Eurodollar Rate Advances to the extent not covered in respect connection with the re-employment of each day from such funds and including loss of anticipated profits), which the date such corresponding amount was made available Agent, the Co-Agent or any other Bank may sustain by reason of the repayment by the Facility Agent Borrower of the amount which such Bank failed to the Borrower until the date such corresponding amount is recovered by the Facility Agent, at a rate per annum equal to (i) if recovered from such Lender, at the overnight Eurodollar Rate and (ii) if recovered from the Borrower, the rate of interest applicable to the respective Borrowing, as determined pursuant to Section 2.06make available. Nothing in this Section 2.04 subsection shall be deemed to relieve any Lender Bank from its obligation to make Loans fulfill its Commitment hereunder or to prejudice any rights which the Agent, the Co-Agent, any other Bank or the Borrower may have against any Lender Bank as a result of any failure default by such Lender Bank hereunder. (c) All Borrowings under this Agreement shall be loaned by the Banks on the basis of their Pro Rata Share of the Total Revolving Credit Commitment or the Total Commercial Paper Commitment. No Bank shall be responsible for any default by any other Bank in its obligations hereunder, and each Bank shall be obligated to make the Loans provided to be made by it hereunder, regardless of the failure of any other Bank to fulfill its Commitment hereunder.

Disbursement of Funds. No (a) Not later than 12:00 Noon 1:00 P.M. (Frankfurt New York time) on the date specified in each Notice of BorrowingBorrowing (or (x) in the case of Swingline Loans, not later than 2:00 P.M. (New York time) on the date specified in Section 1.03(b)(i) or (y) in the case of Mandatory Borrowings, not later than 12:00 Noon (New York time) on the date specified in Section 1.01(c)), each Lender Bank with a Commitment under the respective Facility will make available its pro rata portion share, if any, of each Borrowing requested in the Notice of Borrowing to be made on such datedate (or in the case of Swingline Loans, BTCo shall make available the full amount thereof) in the manner provided below. All such amounts shall be made available to the Agent in the currency required by Section 2.02(b) U.S. Dollars and in immediately available funds at the Payment Office of the Facility Agent, and the Facility Agent promptly will make available to (I) in the case of Loans disbursed in Dollars, the Borrower (and/or by depositing to its designee(s), to the extent possible and to the extent such designee is a provider of Earmarked Foreign Exchange Arrangements referenced in the definition of Dollar Equivalent) and (II) in the case of Loans disbursed in Euro, designee(s) of the Borrower (to the extent any such designee is the Yard or, in the case of the Hermes Premium, Hermes), in each case prior to 3:00 P.M. (Frankfurt Time) on such day, to the extent of funds actually received by the Facility Agent prior to 12:00 Noon (Frankfurt Time) on such day, in each case account at the Payment Office in the account(s) specified in the applicable Notice of Borrowing, the aggregate of the amounts so made available by in the Lenderstype of funds received. Unless the Facility Agent shall have been notified by any Lender Bank prior to the date of Borrowing that such Lender Bank does not intend to make available to the Facility Agent such Lender’s its portion of any the Borrowing or Borrowings to be made on such date, the Facility Agent may assume that such Lender Bank has made such amount available to the Facility Agent on such date of Borrowing Borrowing, and the Facility Agent mayAgent, in reliance upon such assumption, may (in its sole discretion and without any obligation to do so) make available to the Borrower a corresponding amount. If such corresponding amount is not in fact made available to the Facility Agent by such LenderBank and the Agent has made available same to the Borrower, the Facility Agent shall be entitled to recover such corresponding amount on demand from such LenderBank. If such Lender Bank does not pay such corresponding amount forthwith upon the Facility Agent’s 's demand therefor, the Facility Agent shall promptly notify the Borrower Borrower, and the Borrower shall immediately promptly pay such corresponding amount to the Facility Agent. The Facility Agent shall also be entitled to recover on demand from such Lender Bank or the Borrower, as the case may be, interest on such corresponding amount in respect of each day from the date such corresponding amount was made available by the Facility Agent to the Borrower until to the date such corresponding amount is recovered by the Facility Agent, at a rate per annum equal to (ix) if recovered from paid by such LenderBank, at the overnight Eurodollar Federal Funds Rate and or (iiy) if recovered from paid by the Borrower, the then applicable rate of interest applicable to the respective Borrowinginterest, as determined pursuant to calculated in accordance with Section 2.06. 1.08. (b) Nothing in this Section 2.04 Agreement shall be deemed to relieve any Lender Bank from its obligation to make Loans fulfill its commitments hereunder or to prejudice any rights which the Borrower may have against any Lender Bank as a result of any failure default by such Lender to make Loans Bank hereunder.

Disbursement of Funds. No (i) If notice of Advances is provided in accordance with Section 2.2(g)(i) above, then after receiving a Notice of Borrowing from Agent, each Lender shall, not later than 12:00 Noon (Frankfurt time) 11:00 a.m., Eastern Standard Time, on the date specified in each such Notice of BorrowingBorrowing on which the proposed Advance is to be made, wire transfer to Agent at the Transfer Account, in immediately available funds, an amount equal to each Lender will make available its pro rata portion such Lender’s Pro Rata Percentage of each Borrowing requested the proposed Advance as set forth in the Notice of Borrowing Borrowing. Upon Agent’s receipt of funds from each Lender equal to be made on such datethe amount of the requested Advance, and subject to Borrower’s compliance with the terms and conditions of this Agreement, Agent shall disburse the Advance to Borrower by wire transfer of funds as directed in writing by Borrower. All such amounts If Agent shall not receive funds from any Lender as set forth above, then the amount of the Advance in question shall be made available automatically reduced by an amount equal to the missing Lender’s Pro Rata Percentage of the Advance in question, and Agent shall, subject to Borrower’s compliance with the terms and conditions of this Agreement, disburse the Advance in the currency required reduced amount to Borrower by Section 2.02(bwire transfer of funds as directed in writing by Borrower. Agent, in its sole and absolute discretion, may (but shall not be obligated to) in immediately available funds at make the Payment Office full amount of the Facility Agent, and the Facility Agent will make requested Advance available to (I) in the case of Loans disbursed in Dollars, the Borrower (and/or its designee(s), to the extent possible and to the extent such designee is a provider of Earmarked Foreign Exchange Arrangements referenced in the definition of Dollar Equivalent) and (II) in the case of Loans disbursed in Euro, designee(s) of the Borrower (to the extent any such designee is the Yard or, in the case of the Hermes Premium, Hermes), in each case prior to 3:00 P.M. (Frankfurt Time) on such day, to the extent of funds actually received by the Facility Agent prior to 12:00 Noon (Frankfurt Time) on such day, in each case at the Payment Office in the account(s) specified in the applicable Notice of Borrowing, the aggregate of the amounts so made available by the Lenders. Unless the Facility Agent shall have been notified by any Lender prior to the date receipt by Agent from one or more Lenders of Borrowing that such Lender does not intend to make available to the Facility Agent funds representing such Lender’s portion or Lenders’ Pro Rata Percentage of any Borrowing to be made on the Advance in question. If the funds representing such dateLender’s or Lenders’ Pro Rata Percentage of the Advance in question are not received by Agent within two business days of the date of such Advance, the Facility Agent may assume that such Lender has made Borrower shall immediately, upon demand of Agent, repay such amount available to the Facility Agent on such date of Borrowing and the Facility Agent may, in reliance upon such assumption, make available to the Borrower a corresponding amount. If such corresponding amount is not in fact made available to the Facility Agent by such Lender, the Facility Agent shall be entitled to recover such corresponding amount on demand from such Lender. If such Lender does not pay such corresponding amount forthwith upon the Facility Agent’s demand therefor, the Facility Agent shall promptly notify the Borrower and the Borrower shall immediately pay such corresponding amount to the Facility Agent. The Facility Agent shall also be entitled to recover on demand from such Lender or the Borrower, as the case may be, interest on such corresponding amount in respect of each day from the date such corresponding amount was made available by the Facility Agent to the Borrower until the date such corresponding amount is recovered by the Facility Agent, at a rate per annum equal to (i) if recovered from such Lender, at the overnight Eurodollar Rate and (ii) if recovered from the Borrower, the rate of interest applicable to the respective Borrowing, as determined pursuant to Section 2.06. Nothing in this Section 2.04 herein shall be deemed to relieve any Lender from its obligation to make Loans obligations hereunder or to prejudice any rights which the Borrower Agent may have against any Lender as a result of any Lender’s failure to make any Loan or Loans as provided herein; or (ii) If notice of Advances is provided in accordance with Section 2.2(f)(ii)above, then by the close of business on the third (3rd) business day following such Lender’s receipt of the Lender Advance Report, such Lender shall wire transfer to Agent at the Transfer Account, in immediately available funds, the net amount due from such Lender as set forth in the Lender Advance Report. If the funds representing such Lender’s amount of the Advance or Advances in question are not received by Agent within five (5) business days of the date of such Lender’s receipt of the Lender Advance Report, Borrower shall immediately, upon demand of Agent, repay such amount to Agent. Nothing herein shall be deemed to relieve any Lender from its obligations hereunder or to prejudice any rights Agent may have against any Lender as a result of any Lender’s failure to make any Loan or Loans hereunderas provided herein.

Disbursement of Funds. No (a) Not later than 12:00 Noon 1:00 P.M. (Frankfurt New York time) on the date specified in each Notice of BorrowingBorrowing (or (x) in the case of Swingline Loans, not later than 2:00 P.M. (New York time) on the date specified in Section 1.3(b)(i) or (y) in the case of Mandatory Borrowings, not later than 12:00 Noon (New York time) on the date specified in Section 1.1(c)), each Lender will make available its pro rata portion share, if any, of each Borrowing requested in the Notice of Borrowing to be made on such datedate (or in the case of Swingline Loans, BTCo shall make available the full amount thereof) in the manner provided below. All such amounts shall be made available to the Agent in the currency required by Section 2.02(b) U.S. Dollars and in immediately available funds at the Payment Office of the Facility Agent, and the Facility Agent promptly will make available to (I) in the case of Loans disbursed in Dollars, the Borrower (and/or by depositing to its designee(s), to the extent possible and to the extent such designee is a provider of Earmarked Foreign Exchange Arrangements referenced in the definition of Dollar Equivalent) and (II) in the case of Loans disbursed in Euro, designee(s) of the Borrower (to the extent any such designee is the Yard or, in the case of the Hermes Premium, Hermes), in each case prior to 3:00 P.M. (Frankfurt Time) on such day, to the extent of funds actually received by the Facility Agent prior to 12:00 Noon (Frankfurt Time) on such day, in each case account at the Payment Office in the account(s) specified in the applicable Notice of Borrowing, the aggregate of the amounts so made available by in the Lenderstype of funds received. Unless the Facility Agent shall have been notified by any Lender prior to the date of Borrowing that such Lender does not intend to make available to the Facility Agent such Lender’s its portion of any the Borrowing or Borrowings to be made on such date, the Facility Agent may assume that such Lender has made such amount available to the Facility Agent on such date of Borrowing Borrowing, and the Facility Agent mayAgent, in reliance upon such assumption, may (in its sole discretion and without any obligation to do so) make available to the Borrower a corresponding amount. If such corresponding amount is not in fact made available to the Facility Agent by such LenderLender and the Agent has made available same to the Borrower, the Facility Agent shall be entitled to recover such corresponding amount on demand from such Lender. If such Lender does not pay such corresponding amount forthwith upon the Facility Agent’s 's demand therefor, the Facility Agent shall promptly notify the Borrower Borrower, and the Borrower shall immediately pay such corresponding amount to the Facility Agent. The Facility Agent shall also be entitled to recover on demand from such the Lender or the Borrower, as the case may be, interest on such corresponding amount in respect of each day from the date such corresponding amount was made available by the Facility Agent to the Borrower until to the date such corresponding amount is recovered by the Facility Agent, at a rate per annum equal to (ix) if recovered from paid by such Lender, at the overnight Eurodollar Federal Funds Rate and or (iiy) if recovered from paid by the Borrower, the then applicable rate of interest applicable to the respective Borrowinginterest, as determined pursuant to calculated in accordance with Section 2.06. 1.8. (b) Nothing in this Section 2.04 herein shall be deemed to relieve any Lender from its obligation to make Loans fulfill its Commitments hereunder or to prejudice any rights which the Borrower may have against any Lender as a result of any failure default by such Lender to make Loans hereunder.

Disbursement of Funds. (a) No later than 12:00 Noon 1:00 P.M. (Frankfurt New York time) on the date specified in each Notice of BorrowingBorrowing (or (x) in the case of Swingline Loans, not later than 4:00 P.M. (New York time) on the date specified in Section 1.03(b)(i) or (y) in the case of Mandatory Borrowings, not later than 1:00 P.M. (New York time) on the date specified in Section 1.01(C)), each Lender Bank with a Commitment under the respective Facility will make available its pro rata portion share, if any, of each Borrowing requested in the Notice of Borrowing to be made on such datedate (or in the case of Swingline Loans, BTCo shall make available the full amount thereof) in the manner provided below. All such amounts shall be made available to the Agent in the currency required by Section 2.02(b) in U.S. Dollars and immediately available funds at the Payment Office of the Facility Agent, and the Facility Agent promptly will make available to (I) in the case of Loans disbursed in Dollars, the Borrower (and/or by depositing to its designee(s), to the extent possible and to the extent such designee is a provider of Earmarked Foreign Exchange Arrangements referenced in the definition of Dollar Equivalent) and (II) in the case of Loans disbursed in Euro, designee(s) of the Borrower (to the extent any such designee is the Yard or, in the case of the Hermes Premium, Hermes), in each case prior to 3:00 P.M. (Frankfurt Time) on such day, to the extent of funds actually received by the Facility Agent prior to 12:00 Noon (Frankfurt Time) on such day, in each case account at the Payment Office in the account(s) specified in the applicable Notice of Borrowing, the aggregate of the amounts so made available by in the Lenderstype of funds received. Unless the Facility Agent shall have been notified by any Lender Bank prior to the date of Borrowing that such Lender Bank does not intend to make available to the Facility Agent such Lender’s its portion of any the Borrowing or Borrowings to be made on such date, the Facility Agent may assume that such Lender Bank has made such amount available to the Facility Agent on such date of Borrowing Borrowing, and the Facility Agent mayAgent, in reliance upon such assumption, may (in its sole discretion and without any obligation to do so) make available to the Borrower a corresponding amount. If such corresponding amount is not in fact made available to the Facility Agent by such LenderBank and the Agent has made available same to the Borrower, the Facility Agent shall be entitled to recover such corresponding amount on demand from such LenderBank. If such Lender Bank does not pay such corresponding amount forthwith upon the Facility Agent’s 's demand therefor, the Facility Agent shall promptly notify the Borrower Borrower, and the Borrower shall immediately pay such corresponding amount to the Facility Agent. The Facility Agent shall also be entitled to recover on demand from such Lender the Bank or the Borrower, as the case may be, interest on such corresponding amount in respect of each day from the date such corresponding amount was made available by the Facility Agent to the Borrower until to the date such corresponding amount is recovered by the Facility Agent, at a rate per annum equal to (ix) if recovered from paid by such LenderBank, at the overnight Eurodollar Rate and Federal Funds rate or (iiy) if recovered from paid by the Borrower, the then applicable rate of interest applicable to interest, calculated in accordance with Section 1.08, for the respective Borrowing, as determined pursuant to Section 2.06. Loans. (b) Nothing in this Section 2.04 herein shall be deemed to relieve any Lender Bank from its obligation to make Loans fulfill its commitments hereunder or to prejudice any rights which the Borrower may have against any Lender Bank as a result of any failure default by such Lender to make Loans Bank hereunder.

Disbursement of Funds. (a) No later than 12:00 Noon (Frankfurt Chicago time) --------------------- on the date specified in each Notice of Syndicate Borrowing, each Bank will make available its portion of the amount (determined in accordance with (S)1.6), if any, by which the principal amount of the Syndicate Loans requested to be made on such date exceeds the principal amount of the Syndicate Loans maturing on such date in U.S. dollars and in immediately available funds, at the Payment Office (for the account of such non-U.S. office of the Paying Agent as the Paying Agent may direct in the case of Eurodollar Loans). The Paying Agent will make available to the Company at the Payment Office the aggregate of the amounts made available by the Banks against delivery to the Paying Agent at its Notice Office, or at such other office as the Paying Agent may specify, of the documents and papers as are provided for herein. The Paying Agent shall deliver such documents and papers received by it for the account of each Bank to such Bank or upon its order. To the extent that a Syndicate Loan of any Bank matures on the date of a requested Borrowing, such Bank shall apply the proceeds of the Syndicate Loan it is then making, to the extent thereof, to the repayment of such maturing Syndicate Loan. (b) No later than 12:00 Noon (local time) on the date specified in each Notice of BorrowingCommitment Borrowing delivered to a Bank with respect to a Commitment Loan, each Lender will make available its pro rata portion of each Borrowing requested in the Notice of Borrowing to be made on such date. All such amounts shall be made available in the currency required by Section 2.02(b) in immediately available funds at the Payment Office of the Facility Agent, and the Facility Agent Bank will make available to (I) the Company the amount, if any, by which the principal amount of Commitment Loan requested to be made by such Bank on such date exceeds the principal amount of the Commitment Loans made by such Bank maturing on such date in U.S. dollars and in immediately available funds, or in the case of Loans disbursed a Commitment Loan made in Dollarsan Optional Currency, in the Borrower respective Optional Currency and in such funds as may be agreed upon by the Company and such Bank, at the office of such Bank specified opposite its signature hereto or at such other office as such Bank may designate to the Company from time to time (and/or each a "Bank Payment Office"). The amount of the Commitment Loan will be made available to the Company at the Bank Payment Office against delivery to such Bank at its designee(s)Notice Office, or at such other office as such Bank may specify, of the documents and papers as are provided for herein. To the extent that a Commitment Loan made by any Bank matures on the date of a requested Borrowing of a Commitment Loan from such Bank, such Bank shall apply the proceeds of the Commitment Loan it is then making, to the extent possible and to the extent such designee is a provider of Earmarked Foreign Exchange Arrangements referenced in the definition of Dollar Equivalent) and (II) in the case of Loans disbursed in Euro, designee(s) of the Borrower (to the extent any such designee is the Yard or, in the case of the Hermes Premium, Hermes), in each case prior to 3:00 P.M. (Frankfurt Time) on such daythereof, to the extent repayment of funds actually received by the Facility Agent prior to such maturing Commitment Loan. (c) No later than 12:00 Noon (Frankfurt Timelocal time) on such day, in each case at date for the Payment Office in making of a Special Facility Loan or the account(s) specified in the applicable Notice discount of BorrowingAcceptances, the aggregate of the amounts so made available by the Lenders. Unless the Bank making such Special Facility Agent Loan or discounting such Acceptances shall have been notified by any Lender prior to the date of Borrowing that such Lender does not intend to make available to the Company the proceeds of such Special Facility Agent such Lender’s portion of any Borrowing to be made on such date, the Facility Agent may assume that such Lender has made such amount available to the Facility Agent on such date of Borrowing and the Facility Agent may, in reliance upon such assumption, make available to the Borrower a corresponding amount. If such corresponding amount is not in fact made available to the Facility Agent by such Lender, the Facility Agent shall be entitled to recover such corresponding amount on demand from such Lender. If such Lender does not pay such corresponding amount forthwith upon the Facility Agent’s demand therefor, the Facility Agent shall promptly notify the Borrower and the Borrower shall immediately pay such corresponding amount to the Facility Agent. The Facility Agent shall also be entitled to recover on demand from such Lender Loan or the BorrowerPrincipal Component of such Acceptances, as the case may be, interest on in U.S. dollars and in immediately available funds, or, in the case of Loans made in Optional Currencies, in the respective Optional Currency and in such corresponding amount in respect of each day from the date such corresponding amount was made available funds as may be agreed upon by the Facility Agent to the Borrower until the date Company and such corresponding amount is recovered by the Facility Agent, at a rate per annum equal to (i) if recovered from such LenderBank, at the overnight Eurodollar Rate and (ii) if recovered from the Borrower, the rate Bank Payment Office of interest applicable to the respective Borrowing, as determined pursuant to Section 2.06. Nothing in this Section 2.04 shall be deemed to relieve any Lender from its obligation to make Loans hereunder or to prejudice any rights which the Borrower may have against any Lender as a result of any failure by such Lender to make Loans hereunderBank.

Disbursement of Funds. (a) No later than 12:00 Noon 11:00 A.M. (Frankfurt New York time) on the date specified in each Notice of Borrowing, (i) each Lender Municipal Tranche Bank or Structured Tranche Bank, as the case may be, will make available at the Payment Office of the Administrative Agent its pro rata portion (in accordance with the Municipal Tranche Commitment or Structured Tranche Commitment, as the case may be, of each such Bank and the aggregate Municipal Tranche Commitments or Structured Tranche Commitment, as the case may be, of all of the Banks as in effect on such date) of the amount of the Borrowing requested in the Notice of Borrowing to be made on such date. All such amounts shall be made available , in the currency required by Section 2.02(b) Dollars and in immediately available funds at and (ii) the Payment Office of the Facility Agent, and the Facility Administrative Agent will make available to (I) in the case of Loans disbursed in Dollars, the Borrower (and/or its designee(s), to the extent possible and to the extent such designee is a provider of Earmarked Foreign Exchange Arrangements referenced in the definition of Dollar Equivalent) and (II) in the case of Loans disbursed in Euro, designee(s) of the Borrower (to the extent any such designee is the Yard or, in the case of the Hermes Premium, Hermes), in each case prior to 3:00 P.M. (Frankfurt Time) on such day, to the extent of funds actually received by the Facility Agent prior to 12:00 Noon (Frankfurt Time) on such day, in each case at the Payment Office in the account(s) specified in the applicable Notice of Borrowing, the aggregate of the amounts so made available by the Lenders. Unless Banks on such day at its Payment Office. (b) In the Facility Agent event that any Part B Bank shall have been notified by any Lender prior to the date of Borrowing that such Lender does not intend fail to make available to at the Facility Payment Office of the Administrative Agent its pro rata portion (in accordance with the Municipal Tranche Commitment of such Lender’s portion Bank and the aggregate Municipal Tranche Commitments of any all of the Banks as in effect on such date) of the amount of the Borrowing requested to be made in any Notice of Borrowing, at or prior to 11:00 A.M. (New York time) on the date specified in such Notice of Borrowing, the Administrative Agent shall immediately notify each Part C Bank that such Part B Bank has so defaulted and no later than 1:00 P.M. (New York time) on such date (or, in the case of Swiss Re only, no later than 11:00 A.M. (New York time) on the second Business Day next succeeding such date), (i) each Part C Bank will make available at the Payment Office of the Administrative Agent its pro rata portion (in accordance with the Municipal Tranche Contingent Commitment of such Part C Bank and the aggregate Municipal Tranche Contingent Commitments of all of the Part C Banks as in effect on such date, the Facility Agent may assume that ) of such Lender has made such amount available to the Facility Agent on such date of Borrowing and the Facility Agent mayPart B Bank's Defaulted Loan, in reliance upon such assumption, Dollars and in immediately available funds and (ii) the Administrative Agent will make available to the Borrower a corresponding amount. If such corresponding amount is not in fact made available to the Facility Agent by such Lender, aggregate of the Facility Agent shall be entitled to recover such corresponding amount on demand from such Lender. If such Lender does not pay such corresponding amount forthwith upon the Facility Agent’s demand therefor, the Facility Agent shall promptly notify the Borrower and the Borrower shall immediately pay such corresponding amount to the Facility Agent. The Facility Agent shall also be entitled to recover on demand from such Lender or the Borrower, as the case may be, interest on such corresponding amount in respect of each day from the date such corresponding amount was amounts so made available by the Facility Part C Banks on such day at its Payment Office. (c) In the event that any Part D Bank shall fail to make available at the Payment Office of the Administrative Agent its pro rata portion (in accordance with the Structured Tranche Commitment of such Bank and the aggregate Structured Tranche Commitments of all of the Banks as in effect on such date) of the amount of the Borrowing requested to the Borrower until be made in any Notice of Borrowing, at or prior to 11:00 A.M. (New York time) on the date specified in such corresponding amount is recovered by Notice of Borrowing, the Facility AgentAdministrative Agent shall immediately notify each Part E Bank that such Part D Bank has so defaulted and no later than 1:00 P.M. (New York time) on such date, at a rate per annum equal to (i) if recovered from such Lender, each Part E Bank will make available at the overnight Eurodollar Rate Payment Office of the Administrative Agent its pro rata portion (in accordance with the Structured Tranche Contingent Commitment of such Part E Bank and the aggregate Structured Tranche Contingent Commitments of all of the Part E Banks as in effect on such date) of such Part D Bank's Defaulted Loan, in Dollars and in immediately available funds and (ii) if recovered from the Borrower, the rate of interest applicable Administrative Agent will make available to the respective Borrowing, as determined pursuant to Section 2.06. Nothing in this Section 2.04 shall be deemed to relieve any Lender from Borrower the aggregate of the amounts so made available by the Part E Banks on such day at its obligation to make Loans hereunder or to prejudice any rights which the Borrower may have against any Lender as a result of any failure by such Lender to make Loans hereunderPayment Office.

Disbursement of Funds. No later (a) After such time as the Impoundment Agent has received not less than 12:00 Noon $1,500,000 in subscription amounts, the Impoundment Agent shall forthwith notify the Commissioner of Securities for the State of Minnesota or an agent thereof (Frankfurt the "Commissioner") in writing of the escrow of such amounts. Upon receipt by the Impoundment Agent of written authorization from the Commissioner, said Impoundment Agent, on demand of AFM, shall pay over to the Fund all or any portion of the impounded funds. If $1,500,000 in subscription amount is not received by the Impoundment Agent during the term of this Impoundment Agreement, then, within three business days after the last day of the term of this Impoundment Agreement, the Impoundment Agent shall notify the Commissioner in writing that the conditions of this Impoundment Agreement have not been satisfied, and shall within a reasonable time, but in no event more than thirty (30) days after the last day of the term of this Impoundment Agreement refund to each subscriber the face amount of payments made in subscription for Units, together with his or her pro rata share of interest or income, if any, earned on the date specified funds deposited in each Notice escrow, and shall then notify the Commissioner in writing of Borrowingsuch refund. After receipt by the Impoundment Agent of written authorization for the initial release of funds hereunder, each Lender will make available its pro rata portion the Impoundment Agent shall release to the Fund, from time to time, any funds deposited pursuant to this Agreement, upon the written request of the Fund and without any necessity of further authorization from the Commission. (b) The Fund shall send written notice of each Borrowing requested in request for disbursement of funds which shall specify the Notice subscriptions that have been accepted on behalf of Borrowing to be made the Fund, the commissions and nonaccountable expenses payable on such date. All such amounts shall be made available in subscriptions, the currency required by Section 2.02(b) in immediately available funds at the Payment Office of the Facility Agentsubscriptions that have been rejected, and the Facility Agent will make available to (I) subscriptions that have been deposited in escrow but upon which acceptance by the case of Loans disbursed in DollarsFund remains pending. In accordance with such notice, the Borrower (and/or its designee(s), to the extent possible and to the extent such designee is a provider of Earmarked Foreign Exchange Arrangements referenced in the definition of Dollar Equivalent) and (II) in the case of Loans disbursed in Euro, designee(s) of the Borrower (to the extent any such designee is the Yard or, in the case of the Hermes Premium, Hermes), in each case prior to 3:00 P.M. (Frankfurt Time) on such day, to the extent of funds actually received by the Facility Agent prior to 12:00 Noon (Frankfurt Time) on such day, in each case at the Payment Office in the account(s) specified in the applicable Notice of Borrowing, the aggregate of the amounts so made available by the Lenders. Unless the Facility Impoundment Agent shall have been notified by any Lender prior to the date of Borrowing that such Lender does not intend to make available to the Facility Agent such Lender’s portion of any Borrowing to be made on such date, the Facility Agent may assume that such Lender has made such amount available to the Facility Agent on such date of Borrowing and the Facility Agent may, in reliance upon such assumption, make available to the Borrower a corresponding amount. If such corresponding amount is not in fact made available to the Facility Agent by such Lender, the Facility Agent shall be entitled to recover such corresponding amount on demand from such Lender. If such Lender does not pay such corresponding amount forthwith upon the Facility Agent’s demand therefor, the Facility Agent shall promptly notify the Borrower and the Borrower shall immediately pay such corresponding amount to the Facility Agent. The Facility Agent shall also be entitled to recover on demand from such Lender or the Borrower, as the case may be, interest on such corresponding amount in respect of each day from the date such corresponding amount was made available by the Facility Agent to the Borrower until the date such corresponding amount is recovered by the Facility Agent, at a rate per annum equal to disburse funds: (i) if recovered from such Lender, at representing commissions and nonaccountable expenses on accepted subscriptions_ directly to the overnight Eurodollar Rate and Dealer-Manager; (ii) if recovered from the Borrower, the rate representing accepted subscription proceeds net of interest applicable commissions and nonaccountable expenses_directly to the respective Borrowing, account of the Fund as determined pursuant authorized in such notice; (iii) representing interest accrued on accepted subscriptions proceeds_directly to Section 2.06the subscribers; and (iv) representing rejected subscription proceeds and interest accrued thereon_directly to the subscribers. Nothing in this Section 2.04 All subscription proceeds upon which acceptance remains pending shall be deemed to relieve any Lender from its obligation to make Loans hereunder or to prejudice any rights which held by the Borrower may have against any Lender as a result of any failure by such Lender to make Loans hereunderImpoundment Agent for disbursement in accordance with the direction contained in the next succeeding notice.

Disbursement of Funds. No later than 12:00 Noon (Frankfurt time) on the date specified in each Notice of Borrowing, each Lender will make available its pro rata portion of each Borrowing requested in the Notice of Borrowing to be made on such date. All such amounts shall be made available in the currency required by Section 2.02(b) in immediately available funds at the Payment Office of the Facility Agent, and the Facility Agent will make available to (I) in the case of Loans disbursed in Dollars, the designee(s) of the Borrower (and/or its with such designee(s), to ) being in such circumstances either Xxxxxx (in the extent possible and to case of the extent such designee is Hermes Premium) or a provider of Earmarked Foreign Exchange Arrangements referenced in the definition of Dollar Equivalent) ), save that each Loan in respect of the First Hermes Instalment and the Additional Hermes Premium may be paid directly to the Borrower and (II) in the case of Loans disbursed in Euro, designee(s) of the Borrower (to with such designee(s) being in such circumstances the extent any such designee is the Yard or, in the case of the Hermes Premium, HermesYard), in each case prior to 3:00 P.M. (Frankfurt Time) on such day, to the extent of funds actually received by the Facility Agent prior to 12:00 Noon (Frankfurt Time) on such day, in each case at the Payment Office in the account(s) specified in the applicable Notice of Borrowing, the aggregate of the amounts so made available by the Lenders. Unless the Facility Agent shall have been notified by any Lender prior to the date of Borrowing that such Lender does not intend to make available to the Facility Agent such LenderXxxxxx’s portion of any Borrowing to be made on such date, the Facility Agent may assume that such Lender Xxxxxx has made such amount available to the Facility Agent on such date of Borrowing and the Facility Agent may, in reliance upon such assumption, make available to the Borrower a corresponding amount. If such corresponding amount is not in fact made available to the Facility Agent by such Lender, the Facility Agent shall be entitled to recover such corresponding amount on demand from such Lender. If such Lender does not pay such corresponding amount forthwith upon the Facility Agent’s demand therefor, the Facility Agent shall promptly notify the Borrower and the Borrower shall immediately pay such corresponding amount to the Facility Agent. The Facility Agent shall also be entitled to recover on demand from such Lender or the Borrower, as the case may be, interest on such corresponding amount in respect of each day from the date such corresponding amount was made available by the Facility Agent to the Borrower until the date such corresponding amount is recovered by the Facility Agent, at a percentage rate per annum equal to (i) if recovered from such Lender, at the overnight Eurodollar Rate and (ii) if recovered from the Borrower, the rate of interest applicable to the respective Borrowing, as determined pursuant to Section 2.06. Nothing in this Section 2.04 shall be deemed to relieve any Lender from its obligation to make Loans hereunder or to prejudice any rights which the Borrower may have against any Lender as a result of any failure by such Lender to make Loans hereunder.

Disbursement of Funds. (a) No later than 12:00 Noon (Frankfurt 1:00 P.M., New York City time) , on the date specified in each Notice of Borrowing, each Lender will make available its pro rata portion Pro Rata Share of each Borrowing the Loans requested in the Notice of Borrowing to be made on such date. All such amounts shall be made available , in the currency required by Section 2.02(b) in U.S. dollars and immediately available funds funds, at the Payment Office Agent's office. After the Agent's receipt of the Facility Agentproceeds of such Loans, and the Facility Agent will make available to (I) the Borrower by depositing in the case of Loans disbursed in Dollars, the Borrower (and/or its designee(s), to the extent possible and to the extent such designee is a provider of Earmarked Foreign Exchange Arrangements referenced in the definition of Dollar Equivalent) and (II) in the case of Loans disbursed in Euro, designee(s) of the Borrower (to the extent any such designee is the Yard or, in the case of the Hermes Premium, Hermes), in each case prior to 3:00 P.M. (Frankfurt Time) on such day, to the extent of funds actually received by the Facility Agent prior to 12:00 Noon (Frankfurt Time) on such day, in each case Borrower's account at the Payment Agent's Office in the account(s) specified in the applicable Notice of Borrowing, the aggregate of the amounts so made available by in the Lenderstype of funds actually received. After the end of the Term Loan Borrowing Period, the balance, if any, of the Term Loan Commitment of each Lender shall be reduced to zero. (b) Unless the Facility Agent shall have been notified by any Lender prior to the date of a Borrowing that such Lender does not intend to make available to the Facility Agent such Lender’s its portion of any Borrowing the Loans to be made on such date, the Facility Agent may assume that such Lender has made such amount available to the Facility Agent on such date of Borrowing and the Facility Agent in its sole discretion may, in reliance upon such assumption, make available to the Borrower a corresponding amount. If such corresponding amount is not in fact made available to the Facility Agent by such LenderLender and the Agent has made such amount available to the Borrower, the Facility Agent shall be entitled to recover such corresponding amount on demand from such Lender. If such Lender does not pay such corresponding amount forthwith upon the Facility Agent’s 's demand therefor, the Facility Agent shall promptly notify the Borrower and the Borrower shall immediately pay repay such corresponding amount to the Facility Agent. The Facility Agent shall also be entitled to recover on demand from such Lender or the Borrower, as the case may be, interest on such corresponding amount in respect of each day from the date such corresponding amount was made available by the Facility Agent to the Borrower until to the date such corresponding amount is recovered by the Facility Agent, at a rate per annum equal to (i) if recovered from in the case of the Borrower, the then applicable rate of interest, calculated in accordance with SECTION 2.6, for the respective Loans and (ii) in the case of such Lender, at the overnight Eurodollar Federal Funds Rate until the day three (3) Business Days from such date and (ii) if recovered from thereafter at the Borrower, the then applicable rate of interest applicable to interest, calculated in accordance with SECTION 2.6, for the respective Borrowing, as determined pursuant to Section 2.06Loans. Nothing in this Section 2.04 herein shall be deemed to relieve any Lender from its obligation to make Loans fulfill its commitments hereunder or to prejudice any rights which the Borrower may have against any Lender as a result of any failure default by such Lender hereunder. Notwithstanding anything contained herein or in any other Loan Document to make the contrary, the Agent may apply all funds and proceeds of Collateral available for the payment of any Obligations first to repay any amount owing by any Lender to the Agent as a result of such Lender's failure to fund its Loans hereunder.

Disbursement of Funds. No All Loans under this Agreement shall be made by the Lenders simultaneously and proportionately to their respective Pro Rata Shares with respect to the Revolving Loans or the Swing Line Loans, as the case may be, it being understood that no Lender shall be responsible for any default by any other Lender in that other Lender's obligation to make a Loan requested hereunder nor shall the Commitment of any Lender be increased or decreased as a result of a default by any other Lender in that other Lender's obligation to make a Loan requested hereunder. Promptly after receipt by the Agent of a Notice of Borrowing pursuant to subsection 2.2B (or telephonic notice in lieu thereof), the Agent shall notify each Lender of the proposed Loan. Each Lender shall make its Pro Rata Share of the aggregate amount of the Loan available to the Agent, in same day funds, at the office of the Agent located at One Bankers Trust Plaza, New York, New York, not later than 12:00 Noon (Frankfurt New York time) on the date applicable Funding Date in same day funds in Dollars. Except as provided in subsection 2.2A(ii) with respect to Revolving Loans used to repay Refunded Swing Line Loans, upon satisfaction or waiver of the conditions precedent specified in each Notice subsections 3.1 and 3.2, the Agent shall make the proceeds of Borrowing, each Lender will make such Loans available its pro rata portion to the Company on the applicable Funding Date by causing an amount of each Borrowing requested same day funds equal to the proceeds of all such Loans received by the Agent from the Lenders to be transferred to the account designated in the Notice of Borrowing to be made on such date. All such amounts shall be made available in the currency required by Section 2.02(b) in immediately available funds at the Payment Office of the Facility Agent, and the Facility Agent will make available to (I) in the case of Loans disbursed in Dollars, the Borrower (and/or its designee(s), to the extent possible and to the extent such designee is a provider of Earmarked Foreign Exchange Arrangements referenced in the definition of Dollar Equivalent) and (II) in the case of Loans disbursed in Euro, designee(s) of the Borrower (to the extent any such designee is the Yard or, in the case of the Hermes Premium, Hermes), in each case prior to 3:00 P.M. (Frankfurt Time) on such day, to the extent of funds actually received by the Facility Agent prior to 12:00 Noon (Frankfurt Time) on such day, in each case at the Payment Office in the account(s) specified in the applicable Notice of Borrowing, the aggregate of the amounts so made available by the Lenders. Unless the Facility Agent shall have been notified by any Lender prior to the date of Borrowing Funding Date for any Loans that such Lender does not intend to make available to the Facility Agent the amount of such Lender’s portion of any Borrowing to be made 's Loan requested on such dateFunding Date, the Facility Agent may assume that such Lender has made such amount available to the Facility Agent on such date of Borrowing Funding Date and the Facility Agent may, in reliance upon such assumptionits sole discretion, but shall not be obligated to, make available to the Borrower Company a corresponding amountamount on such Funding Date. If such corresponding amount is not in fact made available to the Facility Agent by such Lender, the Facility Agent shall be entitled to recover such corresponding amount on demand from such LenderLender together with interest thereon, for each day from such Funding Date until the date such amount is paid to the Agent, at the Federal Funds Effective Rate for three Business Days and thereafter at the Base Rate. If such Lender does not pay such corresponding amount forthwith upon the Facility Agent’s 's demand therefor, the Facility Agent shall promptly notify the Borrower Company and the Borrower Company shall immediately pay such corresponding amount to the Facility Agent. The Facility Agent shall also be entitled to recover on demand from such Lender or the Borrowertogether with interest thereon, as the case may be, interest on such corresponding amount in respect of for each day from the date such corresponding amount was made available by the Facility Agent to the Borrower Funding Date until the date such corresponding amount is recovered by paid to the Facility Agent, at a rate per annum equal to (i) if recovered from such Lender, at the overnight Eurodollar Rate and (ii) if recovered from the Borrower, the rate of interest applicable to the respective Borrowing, as determined pursuant to Section 2.06payable under this Agreement for Base Rate Loans. Nothing in this Section 2.04 subsection 2.2C shall be deemed to relieve any Lender from its obligation to make Loans fulfill its Commitment hereunder or to prejudice any rights which that the Borrower Company may have against any Lender as a result of any failure default by such Lender to make Loans hereunder.

Disbursement of Funds. No (i) If Notice of Borrowing is provided in accordance with Section 2.1(e) above, then after receiving a Notice of Borrowing from Agent, each Lender shall, not later than 12:00 Noon (Frankfurt time) 11:00 a.m., Eastern Standard Time, on the date specified in each such Notice of BorrowingBorrowing on which the proposed Advance is to be made, wire transfer to Agent at the Transfer Account, in immediately available funds, an amount equal to each Lender will make available its pro rata portion such Lender’s Pro Rata Percentage of each Borrowing requested the proposed Advance as set forth in the Notice of Borrowing Borrowing. Upon Agent’s receipt of funds from each Lender equal to be made on such datethe amount of the requested Advance, and subject to Borrower’s compliance with the terms and conditions of this Agreement, Agent shall disburse the Advance to Borrower by wire transfer of funds as directed in writing by Borrower. All such amounts If Agent shall not receive funds from any Lender as set forth above, then the amount of the Advance in question shall be made available automatically reduced by an amount equal to the missing Lender’s Pro Rata Percentage of the Advance in question, and Agent shall, subject to Borrower’s compliance with the terms and conditions of this Agreement, disburse the Advance in the currency required reduced amount to Borrower by Section 2.02(bwire transfer of funds as directed in writing by Borrower. Agent, in its sole and absolute discretion, may (but shall not be obligated to) in immediately available funds at make the Payment Office full amount of the Facility Agent, and the Facility Agent will make requested Advance available to (I) in the case of Loans disbursed in Dollars, the Borrower (and/or its designee(s), to the extent possible and to the extent such designee is a provider of Earmarked Foreign Exchange Arrangements referenced in the definition of Dollar Equivalent) and (II) in the case of Loans disbursed in Euro, designee(s) of the Borrower (to the extent any such designee is the Yard or, in the case of the Hermes Premium, Hermes), in each case prior to 3:00 P.M. (Frankfurt Time) on such day, to the extent of funds actually received by the Facility Agent prior to 12:00 Noon (Frankfurt Time) on such day, in each case at the Payment Office in the account(s) specified in the applicable Notice of Borrowing, the aggregate of the amounts so made available by the Lenders. Unless the Facility Agent shall have been notified by any Lender prior to the date receipt by Agent from one or more Lenders of Borrowing that such Lender does not intend to make available to the Facility Agent funds representing such Lender’s portion or Lenders’ Pro Rata Percentage of any Borrowing to be made on the Advance in question. If the funds representing such dateLender’s or Lenders’ Pro Rata Percentage of the Advance in question are not received by Agent within two (2) Business Days of the date of such Advance, the Facility Agent may assume that such Lender has made Borrower shall immediately, upon demand of Agent, repay such amount available to the Facility Agent on such date of Borrowing and the Facility Agent may, in reliance upon such assumption, make available to the Borrower a corresponding amount. If such corresponding amount is not in fact made available to the Facility Agent by such Lender, the Facility Agent shall be entitled to recover such corresponding amount on demand from such Lender. If such Lender does not pay such corresponding amount forthwith upon the Facility Agent’s demand therefor, the Facility Agent shall promptly notify the Borrower and the Borrower shall immediately pay such corresponding amount to the Facility Agent. The Facility Agent shall also be entitled to recover on demand from such Lender or the Borrower, as the case may be, interest on such corresponding amount in respect of each day from the date such corresponding amount was made available by the Facility Agent to the Borrower until the date such corresponding amount is recovered by the Facility Agent, at a rate per annum equal to (i) if recovered from such Lender, at the overnight Eurodollar Rate and (ii) if recovered from the Borrower, the rate of interest applicable to the respective Borrowing, as determined pursuant to Section 2.06. Nothing in this Section 2.04 herein shall be deemed to relieve Agent or any Lender from its obligation to make Loans obligations hereunder or to prejudice any rights which the Borrower Agent may have against any Lender as a result of any Lender’s failure to make any Loan or Loans as provided herein; or (ii) If notice of Advances is provided in accordance with Section 2.1(e) above, then by the close of business on the third (3rd) Business Day following such Lender’s receipt of the Lender Advance Report, such Lender shall wire transfer to Agent at the Transfer Account, in immediately available funds, the net amount due from such Lender as set forth in the Lender Advance Report. If the funds representing such Lender’s amount of the Advance or Advances in question are not received by Agent within five (5) Business Days of the date of such Lender’s receipt of the Lender Advance Report, Borrower shall immediately, upon demand of Agent, repay such amount to Agent. Nothing herein shall be deemed to relieve Agent or any Lender from its obligations hereunder or to prejudice any rights Agent may have against any Lender as a result of any Lender’s failure to make any Loan or Loans hereunderas provided herein.

Disbursement of Funds. No later than 12:00 Noon (Frankfurt timea) on Subject to the date specified in each Notice of Borrowingterms and conditions hereinafter provided, each Lender Bank will make available its pro rata portion share, if any, of each Borrowing requested in the Notice of Borrowing to be made on the date specified in a Notice of Borrowing or a Notice of Competitive Bid Borrowing, as the case may be, in the manner provided below by no later than 1:00 P.M. (New York time) on such date, but, in the case of a Borrowing of Base Rate Loans, only to the extent that such Bank has received a notice from the Administrative Agent of such proposed Borrowing. All such amounts shall be made available to the Administrative Agent (x) in the currency required by Section 2.02(bcase of a Borrowing of Revolving Loans, in Dollars and (y) in the case of a Competitive Bid Borrowing, in Dollars or an Approved Alternate Currency as specified in such Notice of Competitive Bid Borrowing and, in each case, in immediately available funds at the Payment Office of the Facility AgentOffice, and the Facility Administrative Agent will promptly will, on the date specified in such Notice of Borrowing, make available to (I) in the case of Loans disbursed in Dollars, the Borrower (and/or by depositing to its designee(s), to the extent possible and to the extent such designee is a provider of Earmarked Foreign Exchange Arrangements referenced in the definition of Dollar Equivalent) and (II) in the case of Loans disbursed in Euro, designee(s) of the Borrower (to the extent any such designee is the Yard or, in the case of the Hermes Premium, Hermes), in each case prior to 3:00 P.M. (Frankfurt Time) on such day, to the extent of funds actually received by the Facility Agent prior to 12:00 Noon (Frankfurt Time) on such day, in each case account at the Payment Office in the account(s) specified in the applicable Notice of Borrowing, the aggregate of the amounts so made available by the LendersBanks by the time specified in the preceding sentence in the type of funds received. Unless the Facility Administrative Agent shall have been notified by any Lender Bank prior to the date of Borrowing that such Lender Bank does not intend to make available to the Facility Administrative Agent such Lender’s portion its portion, if any, of any the Borrowing or Borrowings to be made on such date, the Facility Administrative Agent may assume that such Lender Bank has made such amount available to the Facility Administrative Agent on such date of Borrowing Borrowing, and the Facility Agent mayAdministrative Agent, in reliance upon such assumption, may (in its sole discretion and without any obligation to do so) make available to the Borrower a corresponding amount. If such corresponding amount is not in fact made available to the Facility Administrative Agent by such LenderBank and the Administrative Agent has made available same to the Borrower, the Facility Administrative Agent shall be entitled to recover such corresponding amount on demand from such LenderBank. If such Lender Bank does not pay such corresponding amount forthwith upon the Facility Administrative Agent’s 's demand therefor, the Facility Administrative Agent shall promptly notify the Borrower Borrower, and the Borrower shall immediately pay such corresponding amount to the Facility Administrative Agent. The Facility Administrative Agent shall also be entitled to recover on demand from such Lender Bank or the Borrower, as the case may be, interest on such corresponding amount in respect of each day from the date such corresponding amount was made available by the Facility Administrative Agent to the Borrower until to the date such corresponding amount is recovered by the Facility Administrative Agent, at a rate per annum equal to (ix) if recovered from to be paid by such LenderBank, the customary rate set by the Administrative Agent for the correction of errors among banks for each day during the period consisting of the first three Business Days following such date of availability and thereafter at the overnight Eurodollar Base Rate and or (iiy) if recovered from to be paid by the Borrower, the then applicable rate of interest applicable to interest, calculated in accordance with Section 1.09 for the respective Borrowing, as determined pursuant to Section 2.06. Loans. (b) Nothing in this Section 2.04 herein shall be deemed to relieve any Lender Bank from its obligation to make Loans fulfill its commitments hereunder or to prejudice any rights which the Borrower may have against any Lender Bank as a result of any failure default by such Lender to make Loans Bank hereunder.

Disbursement of Funds. (a) No later than 12:00 Noon (Frankfurt 1:00 P.M., New York City time) , on the date specified in each Notice of Borrowing, each Lender will make available its pro rata portion Pro Rata Share of each Borrowing the Loans requested in the Notice of Borrowing to be made on such date. All such amounts shall be made available , in the currency required by Section 2.02(b) in U.S. dollars and immediately available funds funds, at the Payment Office Agent's office. After the Agent's receipt of the Facility Agentproceeds of such Loans, and the Facility Agent will make available to (I) the Borrower by depositing in the case of Loans disbursed in Dollars, the Borrower (and/or its designee(s), to the extent possible and to the extent such designee is a provider of Earmarked Foreign Exchange Arrangements referenced in the definition of Dollar Equivalent) and (II) in the case of Loans disbursed in Euro, designee(s) of the Borrower (to the extent any such designee is the Yard or, in the case of the Hermes Premium, Hermes), in each case prior to 3:00 P.M. (Frankfurt Time) on such day, to the extent of funds actually received by the Facility Agent prior to 12:00 Noon (Frankfurt Time) on such day, in each case Borrower's account at the Payment Agent's Office in the account(s) specified in the applicable Notice of Borrowing, the aggregate of the amounts so made available by in the Lenderstype of funds actually received. After the end of the Term Loan Borrowing Period, the balance, if any, of the Term Loan Commitment of each Lender shall be reduced to zero. (b) Unless the Facility Agent shall have been notified by any Lender prior to the date of a Borrowing that such Lender does not intend to make available to the Facility Agent such Lender’s its portion of any Borrowing the Loans to be made on such date, the Facility Agent may assume that such Lender has made such amount available to the Facility Agent on such date of Borrowing and the Facility Agent in its sole discretion may, in reliance upon such assumption, make available to the Borrower a corresponding amount. If such corresponding amount is not in fact made available to the Facility Agent by such LenderLender and the Agent has made such amount available to the Borrower, the Facility Agent shall be entitled to recover such corresponding amount on demand from such Lender. If such Lender does not pay such corresponding amount forthwith upon the Facility Agent’s 's demand therefor, the Facility Agent shall promptly notify the Borrower and the Borrower shall immediately pay repay such corresponding amount to the Facility Agent. The Facility Agent shall also be entitled to recover on demand from such Lender or the Borrower, as the case may be, interest on such corresponding amount in respect of each day from the date such corresponding amount was made available by the Facility Agent to the Borrower until to the date such corresponding amount is recovered by the Facility Agent, at a rate per annum equal to (i) if recovered from in the case of the Borrower, the then applicable rate of interest, calculated in accordance with Section 2.6, for the respective Loans and (ii) in the case of such Lender, at the overnight Eurodollar Federal Funds Rate until the day three (3) Business Days from such date and (ii) if recovered from thereafter at the Borrower, the then applicable rate of interest applicable to interest, calculated in accordance with Section 2.6, for the respective Borrowing, as determined pursuant to Section 2.06Loans. Nothing in this Section 2.04 herein shall be deemed to relieve any Lender from its obligation to make Loans fulfill its commitments hereunder or to prejudice any rights which the Borrower may have against any Lender as a result of any failure default by such Lender hereunder. Notwithstanding anything contained herein or in any other Loan Document to make the contrary, the Agent may apply all funds and proceeds of Collateral available for the payment of any Obligations first to repay any amount owing by any Lender to the Agent as a result of such Lender's failure to fund its Loans hereunder.

Disbursement of Funds. No later than 12:00 Noon (Frankfurt timelocal time in the city in which the proceeds of such Loans are to be made available in accordance with the terms hereof) on the date specified in each Notice of BorrowingBorrowing (or (x) in the case of Swingline Loans, no later than 4:00 P.M. (New York time) on the date specified in Section 1.03(b)(i), (y) in the case of Mandatory Borrowings, not later than 12:00 Noon (New York time) on the date specified in Section 1.01(c) or (z) in the case of Competitive Bid Loans, no later than 10:00 A.M. (local time in the city in which the proceeds of such Competitive Bid Loan are to be made available in accordance with the terms hereof) on the date specified pursuant to Section 1.04(a)), each Lender will make available its pro rata portion (determined in accordance with Section 1.08) of each such Borrowing requested in the Notice of Borrowing to be made on such datedate (or (x) in the case of Swingline Loans, the Swingline Lender shall make available the full amount thereof and (y) in the case of Competitive Bid Loans, the respective Bidder RL Lenders which are to make Competitive Bid Loans in accordance with Section 1.04(e) shall make available their respective amounts thereof) in the manner provided below. All such amounts shall will be made available in Dollars (in the currency required by Section 2.02(bcase of Dollar Loans) or the applicable Alternate Currency (in the case of Alternate Currency Loans), as the case may be, and in immediately available funds at the appropriate Payment Office of the Facility Administrative Agent, and the Facility Administrative Agent will make available to (I) in the case of Loans disbursed in Dollars, the relevant Borrower (and/or by depositing to its designee(s), to the extent possible and to the extent relevant account as directed by such designee is a provider of Earmarked Foreign Exchange Arrangements referenced in the definition of Dollar Equivalent) and (II) in the case of Loans disbursed in Euro, designee(s) of the Borrower (to the extent any such designee is the Yard or, in the case of the Hermes Premium, Hermes), in each case prior to 3:00 P.M. (Frankfurt Time) on such day, to the extent of funds actually received by the Facility Agent prior to 12:00 Noon (Frankfurt Time) on such day, in each case at the Payment Office in the account(s) specified in the applicable Notice of BorrowingBorrower, the aggregate of the amounts so made available by the LendersLenders in the type of funds received. Unless the Facility Administrative Agent shall have been notified by any Lender prior to the date of Borrowing that such Lender does not intend to make available to the Facility Administrative Agent such Lender’s portion of any Borrowing to be made on such date, the Facility Administrative Agent may assume that such Lender has made such amount available to the Facility Administrative Agent on such date of Borrowing and the Facility Administrative Agent may, in reliance upon such assumption, make available to the relevant Borrower a corresponding amount. If such corresponding amount is not in fact made available to the Facility Administrative Agent by such Lender, the Facility Administrative Agent shall be entitled to recover such corresponding amount on demand from such Lender. If such Lender does not pay such corresponding amount forthwith upon the Facility Administrative Agent’s demand therefor, the Facility Administrative Agent shall promptly notify the respective Borrower and and, to the extent such corresponding amount has previously been disbursed to such Borrower, such Borrower shall immediately pay such corresponding amount to the Facility Administrative Agent. The Facility Administrative Agent shall also be entitled to recover on demand from such Lender or the Borrower, as the case may be, such Borrower interest on such corresponding amount in respect of each day from the date such corresponding amount was made available by the Facility Administrative Agent to the respective Borrower until the date such corresponding amount is recovered by the Facility Administrative Agent, at a rate per annum equal to (i) if recovered from such Lender, at the overnight Eurodollar Federal Funds Rate as in effect from time to time for the first three days and the interest rate applicable to Dollar Revolving Loans maintained as Base Rate Loans for each day thereafter (or, in the case of an Alternate Currency Revolving Loan in a given Alternate Currency, the relevant Euro Rate (as determined on the basis provided in the proviso in the definition of the relevant Euro Rate) or relevant Alternate Currency Non-LIBOR Rate, as applicable, for the first three days and the interest rate applicable to such Alternate Currency Revolving Loan for each day thereafter) and (ii) if recovered from the respective Borrower, the rate of interest applicable to the respective Borrowing, as determined pursuant to Section 2.061.09. Nothing in this Section 2.04 1.05 shall be deemed to relieve any Lender from its obligation to make Loans hereunder or to prejudice any rights which the relevant Borrower may have against any Lender as a result of any failure by such Lender to make Loans required to be made by it hereunder.

Disbursement of Funds. No later than 12:00 Noon (Frankfurt timea) If the Escrow Agent shall receive a notice, ---------------------- substantially in the form of Exhibit B hereto (an "Offering Termination Notice"), from the Company and the Underwriter, the Escrow Agent shall, promptly after receipt of such Offering Termination Notice and the clearance of all checks received by the Escrow Agent as Escrowed Property, (i) send to each subscriber listed on the date specified in each Notice list held by the Escrow Agent pursuant to Section 3 whose total subscription amount shall not have been released pursuant to paragraph (b) or (c) of Borrowingthis Section 4, each Lender will make available its pro rata portion of each Borrowing requested in the Notice manner set forth in paragraph (d) of Borrowing this Section 4, a check to be made the order of such subscriber in the amount of the remaining subscription amount held by the Escrow Agent as set forth on such date. All such amounts shall be made available in list held by the currency required by Section 2.02(b) in immediately available funds at the Payment Office of the Facility Escrow Agent, and (ii) pay to the Facility Company the amount of any interest earned on the Escrowed Property. (b) In the event that (i) 3,250,000 Shares have been subscribed for and funds in respect thereof shall have been deposited with the Escrow Agent will make available on or before the Termination Date and (ii) no Offering Termination Notice shall have been delivered to (I) the Escrow Agent, the Company and the Underwriter from time to time may deliver to the Escrow Agent a joint notice, substantially in the case form of Loans disbursed in DollarsExhibit C hereto (a "Closing Notice"), designating the date on which Shares are to be sold and delivered to the subscribers thereof (a "Closing Date"), which date shall not be earlier than the clearance of any checks received by the Escrow Agent as Escrowed Property, the Borrower proceeds of which are to be distributed on such Closing Date, and identifying the subscribers and the number of the Shares to be sold to each thereof on such Closing Date, not less than two (and/or 2) nor more than seven (7) business days prior to such Closing Date. The Escrow Agent, after receipt of such Closing Notice and the clearance of such checks shall, pay to the Company or its designee(sdesignees on such Closing Date, in federal or other immediately available funds, in the manner specified by the Company and the Underwriter in such Closing Notice, an amount equal to the aggregate of the subscription amounts paid by the subscribers identified in such Closing Notice for the Shares to be sold on such Closing Date as set forth on the list held by the Escrow Agent pursuant to Section 3, together with any and all interest on the Escrowed Property. (c) If at any time and from time to time prior to the release of any subscriber's total subscription amount pursuant to paragraph (a) or (b) of this Section 4 from escrow, the Company or the Underwriter shall deliver to the Escrow Agent a notice, substantially in the form of Exhibit D hereto (a "Subscription Termination Notice"), to the extent possible and to the extent such designee is a provider of Earmarked Foreign Exchange Arrangements referenced in the definition of Dollar Equivalent) and (II) in the case of Loans disbursed in Euro, designee(s) effect that any or all of the Borrower subscriptions of such subscriber have been rejected by the Company (a "Rejected Subscription"), the Escrow Agent shall, promptly after receipt of such Subscription Termination Notice and, if such subscriber delivered a check in payment of its Rejected Subscription, after the clearance of such check, send to the extent any such designee is the Yard orsubscriber, in the case manner set forth in paragraph (d) of the Hermes Premiumthis Section 4, Hermes), in each case prior to 3:00 P.M. (Frankfurt Time) on such day, a check to the extent order of funds actually received by the Facility Agent prior to 12:00 Noon (Frankfurt Time) on such day, in each case at the Payment Office subscriber in the account(s) specified in amount of such Rejected Subscription amount. Any and all interest on the applicable Notice of Borrowing, the aggregate of the amounts so made available by the Lenders. Unless the Facility Agent shall have been notified by any Lender prior to the date of Borrowing that such Lender does not intend to make available to the Facility Agent such Lender’s portion amount of any Borrowing Rejected Subscription shall be disbursed as provided in Section 3(b) or (c) above with respect to be made interest on such datethe Escrowed Property. (d) For the purposes of this Section 4, any check that the Facility Agent may assume that such Lender has made such amount available to the Facility Agent on such date of Borrowing and the Facility Agent may, in reliance upon such assumption, make available to the Borrower a corresponding amount. If such corresponding amount is not in fact made available to the Facility Agent by such Lender, the Facility Escrow Agent shall be entitled required to recover send to any subscriber shall be sent to such corresponding amount on demand from subscriber by first class mail, postage prepaid, at such Lender. If such Lender does not pay such corresponding amount forthwith upon the Facility Agent’s demand therefor, the Facility Agent shall promptly notify the Borrower and the Borrower shall immediately pay such corresponding amount subscriber's address furnished to the Facility Agent. The Facility Escrow Agent shall also be entitled to recover on demand from such Lender or the Borrower, as the case may be, interest on such corresponding amount in respect of each day from the date such corresponding amount was made available by the Facility Agent to the Borrower until the date such corresponding amount is recovered by the Facility Agent, at a rate per annum equal to (i) if recovered from such Lender, at the overnight Eurodollar Rate and (ii) if recovered from the Borrower, the rate of interest applicable to the respective Borrowing, as determined pursuant to Section 2.06. Nothing in this Section 2.04 shall be deemed to relieve any Lender from its obligation to make Loans hereunder or to prejudice any rights which the Borrower may have against any Lender as a result of any failure by such Lender to make Loans hereunder3.

Disbursement of Funds. No If Notice of Borrowing is provided in accordance with Section 2.1(e) above, then after receiving a Notice of Borrowing from Agent, each Lender shall, not later than 12:00 Noon (Frankfurt time) 11:00 a.m., Central Standard Time, on the date specified in each such Notice of BorrowingBorrowing on which the proposed Advance is to be made, wire transfer to Agent at the Transfer Account, in immediately available funds, an amount equal to each Lender will make available its pro rata portion such Lender’s Pro Rata Percentage of each Borrowing requested the proposed Advance as set forth in the Notice of Borrowing Borrowing. Upon Agent’s receipt of funds from each Lender equal to be made on such datethe amount of the requested Advance, and subject to Borrower’s compliance with the terms and conditions of this Agreement, Agent shall disburse the Advance to Borrower by wire transfer of funds as directed in writing by Borrower. All such amounts If Agent shall not receive funds from any Lender as set forth above, then the amount of the Advance in question shall be made available automatically reduced by an amount equal to the missing Lender’s Pro Rata Percentage of the Advance in question, and Agent shall, subject to Borrower’s compliance with the terms and conditions of this Agreement, disburse the Advance in the currency required reduced amount to Borrower by Section 2.02(bwire transfer of funds as directed in writing by Borrower. Agent, in its sole and absolute discretion, may (but shall not be obligated to) in immediately available funds at make the Payment Office full amount of the Facility Agent, and the Facility Agent will make requested Advance available to (I) in the case of Loans disbursed in Dollars, the Borrower (and/or its designee(s), to the extent possible and to the extent such designee is a provider of Earmarked Foreign Exchange Arrangements referenced in the definition of Dollar Equivalent) and (II) in the case of Loans disbursed in Euro, designee(s) of the Borrower (to the extent any such designee is the Yard or, in the case of the Hermes Premium, Hermes), in each case prior to 3:00 P.M. (Frankfurt Time) on such day, to the extent of funds actually received by the Facility Agent prior to 12:00 Noon (Frankfurt Time) on such day, in each case at the Payment Office in the account(s) specified in the applicable Notice of Borrowing, the aggregate of the amounts so made available by the Lenders. Unless the Facility Agent shall have been notified by any Lender prior to the date receipt by Agent from one or more Lenders of Borrowing that such Lender does not intend to make available to the Facility Agent funds representing such Lender’s portion or Lenders’ Pro Rata Percentage of any Borrowing to be made on the Advance in question. If the funds representing such dateLender’s or Lenders’ Pro Rata Percentage of the Advance in question are not received by Agent within two (2) Business Days of the date of such Advance, the Facility Agent may assume that such Lender has made Borrower shall immediately, upon demand of Agent, repay such amount available to the Facility Agent on such date of Borrowing and the Facility Agent may, in reliance upon such assumption, make available to the Borrower a corresponding amount. If such corresponding amount is not in fact made available to the Facility Agent by such Lender, the Facility Agent shall be entitled to recover such corresponding amount on demand from such Lender. If such Lender does not pay such corresponding amount forthwith upon the Facility Agent’s demand therefor, the Facility Agent shall promptly notify the Borrower and the Borrower shall immediately pay such corresponding amount to the Facility Agent. The Facility Agent shall also be entitled to recover on demand from such Lender or the Borrower, as the case may be, interest on such corresponding amount in respect of each day from the date such corresponding amount was made available by the Facility Agent to the Borrower until the date such corresponding amount is recovered by the Facility Agent, at a rate per annum equal to (i) if recovered from such Lender, at the overnight Eurodollar Rate and (ii) if recovered from the Borrower, the rate of interest applicable to the respective Borrowing, as determined pursuant to Section 2.06. Nothing in this Section 2.04 herein shall be deemed to relieve any Lender from its obligation to make Loans obligations hereunder or to prejudice any rights which the Borrower Agent may have against any Lender as a result of any Lender’s failure to make any Loan or Loans as provided herein; or if notice of Advances is provided in accordance with Section 2.1(e) above, then by the close of business on the third (3rd) Business Day following such Lender’s receipt of the Lender Advance Report, such Lender shall wire transfer to Agent at the Transfer Account, in immediately available funds, the net amount due from such Lender as set forth in the Lender Advance Report. If the funds representing such Lender’s amount of the Advance or Advances in question are not received by Agent within five (5) Business Days of the date of such Lender’s receipt of the Lender Advance Report, Borrower shall immediately, upon demand of Agent, repay such amount to Agent. Nothing herein shall be deemed to relieve Agent or any Lender from its obligations hereunder or to prejudice any rights Agent may have against any Lender as a result of any Lender’s failure to make any Loan or Loans hereunderas provided herein.

Disbursement of Funds. No later than 12:00 Noon (Frankfurt timelocal time in the city in which the proceeds of such Loans are to be made available in accordance with the terms hereof) on the date specified in each Notice of BorrowingBorrowing (or (x) in the case of Swingline Loans, no later than 4:00 P.M. (New York time) on the date specified in Section 1.03(b)(i), (y) in the case of Mandatory Borrowings, not later than 12:00 Noon (New York time) on the date specified in Section 1.01(c) or (z) in the case of Competitive Bid Loans, no later than 10:00 A.M. (local time in the city in which the proceeds of such Competitive Bid Loan are to be made available in accordance with the terms hereof) on the date specified pursuant to Section 1.04(a)), each Lender will make available its pro rata portion (determined in accordance with Section 1.08) of each such Borrowing requested in the Notice of Borrowing to be made on such datedate (or (x) in the case of Swingline Loans, the Swingline Lender shall make available the full amount thereof and (y) in the case of Competitive Bid Loans, the respective Bidder RL Lenders which are to make Competitive Bid Loans in accordance with Section 1.04(e) shall make available their respective amounts thereof) in the manner provided below. All such amounts shall will be made available in Dollars (in the currency required by Section 2.02(bcase of Dollar Loans) or the applicable Alternate Currency (in the case of Alternate Currency Loans), as the case may be, and in immediately available funds at the appropriate Payment Office of the Facility Administrative Agent, and the Facility Administrative Agent will make available to (I) in the case of Loans disbursed in Dollars, the relevant Borrower (and/or by depositing to its designee(s), to the extent possible and to the extent relevant account as directed by such designee is a provider of Earmarked Foreign Exchange Arrangements referenced in the definition of Dollar Equivalent) and (II) in the case of Loans disbursed in Euro, designee(s) of the Borrower (to the extent any such designee is the Yard or, in the case of the Hermes Premium, Hermes), in each case prior to 3:00 P.M. (Frankfurt Time) on such day, to the extent of funds actually received by the Facility Agent prior to 12:00 Noon (Frankfurt Time) on such day, in each case at the Payment Office in the account(s) specified in the applicable Notice of BorrowingBorrower, the aggregate of the amounts so made available by the LendersLenders in the type of funds received. Unless the Facility Administrative Agent shall have been notified by any Lender prior to the date of Borrowing that such Lender does not intend to make available to the Facility Administrative Agent such Lender’s portion of any Borrowing to be made on such date, the Facility Administrative Agent may assume that such Lender has made such amount available to the Facility Administrative Agent on such date of Borrowing and the Facility Administrative Agent may, in reliance upon such assumption, make available to the relevant Borrower a corresponding amount. If such corresponding amount is not in fact made available to the Facility Administrative Agent by such Lender, the Facility Administrative Agent shall be entitled to recover such corresponding amount on demand from such Lender. If such Lender does not pay such corresponding amount forthwith upon the Facility Administrative Agent’s demand therefor, the Facility Administrative Agent shall promptly notify the respective Borrower and and, to the extent such corresponding amount has previously been disbursed to such Borrower, such Borrower shall immediately pay such corresponding amount to the Facility Administrative Agent. The Facility Administrative Agent shall also be entitled to recover on demand from such Lender or the Borrower, as the case may be, such Borrower interest on such corresponding amount in respect of each day from the date such corresponding amount was made available by the Facility Administrative Agent to the respective Borrower until the date such corresponding amount is recovered by the Facility Administrative Agent, at a rate per annum equal to (i) if recovered from such Lender, at the overnight Eurodollar Federal Funds Rate as in effect from time to time for the first three days and the interest rate applicable to Dollar Revolving Loans maintained as Base Rate Loans for each day thereafter (or, in the case of an Alternate Currency Revolving Loan in a given Alternate Currency, the relevant Euro Rate (as determined on the basis provided in the proviso in the definition of the relevant Euro Rate) for the first three days and the interest rate applicable to such Alternate Currency Revolving Loan for each day thereafter) and (iii i) if recovered from the respective Borrower, the rate of interest applicable to the respective Borrowing, as determined pursuant to Section 2.061.09. Nothing in this Section 2.04 shall be deemed to relieve any Lender from its obligation to make Loans hereunder or to prejudice any rights which the Borrower may have against any Lender as a result of any failure by such Lender to make Loans hereunder.this

Disbursement of Funds. No (a) If notice of Advances is provided in accordance with Section 2.5(a) above, then after receiving a Notice of Borrowing from TFC, each Lender shall, not later than 12:00 Noon (Frankfurt time) 11:00 a.m., Eastern Standard Time, on the date specified in each such Notice of BorrowingBorrowing on which the proposed Advance is to be made, wire transfer to Agent at the Transfer Account, in immediately available funds, an amount equal to each Lender will make available its pro rata portion such Lender's Pro Rata Percentage of each Borrowing requested the proposed Advance as set forth in the Notice of Borrowing Borrowing. Upon Agent's receipt of funds from each Lender equal to be made on such datethe amount of the requested Advance, and subject to Borrower's compliance with the terms and conditions of this Agreement, Agent shall disburse the Advance to Borrower by wire transfer of funds as directed in writing by Borrower. All such amounts If Agent shall not receive funds from any Lender as set forth above, then, subject to Section 2.3 hereof, the amount of the Advance in question shall be made available automatically reduced by an amount equal to the missing Lender's Pro Rata Percentage of the Advance in question, and Agent shall, subject to Borrower's compliance with the terms and conditions of this Agreement, disburse the Advance in the currency required reduced amount to Borrower by Section 2.02(bwire transfer of funds as directed in writing by Borrower. TFC, in its sole and absolute discretion, may (but shall not be obligated to) in immediately available funds at make the Payment Office full amount of the Facility Agent, and the Facility Agent will make requested Advance available to (I) in the case of Loans disbursed in Dollars, the Borrower (and/or its designee(s), to the extent possible and to the extent such designee is a provider of Earmarked Foreign Exchange Arrangements referenced in the definition of Dollar Equivalent) and (II) in the case of Loans disbursed in Euro, designee(s) of the Borrower (to the extent any such designee is the Yard or, in the case of the Hermes Premium, Hermes), in each case prior to 3:00 P.M. (Frankfurt Time) on such day, to the extent of funds actually received by the Facility Agent prior to 12:00 Noon (Frankfurt Time) on such day, in each case at the Payment Office in the account(s) specified in the applicable Notice of Borrowing, the aggregate of the amounts so made available by the Lenders. Unless the Facility Agent shall have been notified by any Lender prior to the receipt by Agent from one or more Lenders of funds representing such Lender's or Lenders' Pro Rata Percentage of the Advance in question, subject to Section 2.3 hereof. If the funds representing such Lender's or Lenders' Pro Rata Percentage of the Advance in question are not received by Agent within two business days of the date of Borrowing that such Lender does not intend to make available to the Facility Agent such Lender’s portion Advance, Borrower shall immediately, upon demand of any Borrowing to be made on such dateTFC, the Facility Agent may assume that such Lender has made repay such amount available to the Facility Agent on such date of Borrowing and the Facility Agent may, in reliance upon such assumption, make available to the Borrower a corresponding amount. If such corresponding amount is not in fact made available to the Facility Agent by such Lender, the Facility Agent shall be entitled to recover such corresponding amount on demand from such Lender. If such Lender does not pay such corresponding amount forthwith upon the Facility Agent’s demand therefor, the Facility Agent shall promptly notify the Borrower and the Borrower shall immediately pay such corresponding amount to the Facility Agent. The Facility Agent shall also be entitled to recover on demand from such Lender or the Borrower, as the case may be, interest on such corresponding amount in respect of each day from the date such corresponding amount was made available by the Facility Agent to the Borrower until the date such corresponding amount is recovered by the Facility Agent, at a rate per annum equal to (i) if recovered from such Lender, at the overnight Eurodollar Rate and (ii) if recovered from the Borrower, the rate of interest applicable to the respective Borrowing, as determined pursuant to Section 2.06. Nothing in this Section 2.04 herein shall be deemed to relieve any Lender from its obligation to make Loans obligations hereunder or to prejudice any rights which the Borrower TFC may have against any Lender as a result of any Lender's failure to make any Loan or Loans as provided herein; or (b) If Agent shall, at its sole and absolute discretion, elect to fund periodic Advances on behalf of each of the Lenders, and in such event notice of Advances is provided in accordance with Section 2.5(b) above, then by the close of business on the third (3rd) business day following such Lender's receipt of the Lender Advance Report, such Lender shall wire transfer to Agent at the Transfer Account, in immediately available funds, the net amount due from such Lender as set forth in the Lender Advance Report. If the funds representing such Lender's amount of the Advance or Advances in question are not received by Agent within five (5) business days of the date of such Lender's receipt of the Lender Advance Report, Borrower shall immediately, upon demand of TFC, repay such amount to Agent. Nothing herein shall be deemed to relieve any Lender from its obligations hereunder or to prejudice any rights TFC may have against any Lender as a result of any Lender's failure to make any Loan or Loans hereunderas provided herein.

Disbursement of Funds. No later than 12:00 Noon (Frankfurt time) on As and when received by Manager or the date specified in each Notice Hotels, all Gross Revenues from all of Borrowing, each Lender will make available its pro rata portion of each Borrowing requested the Hotels shall be deposited into the Bank Accounts and applied in the Notice following order of Borrowing priority to be made on such date. All such amounts shall be made available in the currency extent available: (a) First, to pay all Operating Costs; (b) Second, to fund the Reserve Account as required by Section 2.02(b5.2 for the previous Fiscal Month; (c) in immediately available funds at the Payment Office of the Facility Agent, and the Facility Agent will make available to (I) in the case of Loans disbursed in Dollars, the Borrower (and/or its designee(s)Third, to the extent possible and to the extent such designee is a provider Owner, all accrued but unpaid Owner's First Priority (net of Earmarked Foreign Exchange Arrangements referenced amounts theretofore paid from Operating Profits by Manager on behalf of Owner on account of debt service due under an Authorized Mortgage as provided in the definition of Dollar EquivalentSection 4.3(c)); (d) and (II) in the case of Loans disbursed in EuroFourth, designee(s) of the Borrower (to the extent any such designee is the Yard or, in the case of the Hermes Premium, Hermes), in each case prior to 3:00 P.M. (Frankfurt Time) on such day, to the extent of funds actually received by the Facility Agent prior to 12:00 Noon (Frankfurt Time) on such day, in each case at the Payment Office in the account(s) specified in the applicable Notice of Borrowing, the aggregate of the amounts so made available by the Lenders. Unless the Facility Agent shall have been notified by any Lender prior to the date of Borrowing that such Lender does not intend to make available to the Facility Agent such Lender’s portion of any Borrowing to be made on such date, the Facility Agent may assume that such Lender has made such amount available to the Facility Agent on such date of Borrowing and the Facility Agent may, in reliance upon such assumption, make available to the Borrower a corresponding amount. If such corresponding amount is not in fact made available to the Facility Agent by such Lender, the Facility Agent shall be entitled to recover such corresponding amount on demand from such Lender. If such Lender does not pay such corresponding amount forthwith upon the Facility Agent’s demand therefor, the Facility Agent shall promptly notify the Borrower and the Borrower shall immediately pay such corresponding amount to the Facility Agent. The Facility Agent shall also be entitled to recover on demand from such Lender or the Borrower, as the case may be, interest on such corresponding amount in respect of each day from the date such corresponding amount was made available by the Facility Agent to the Borrower until the date such corresponding amount is recovered by the Facility Agent, at a rate per annum equal to (i) if recovered from such Lender, reimburse Manager for any amounts advanced by Manager pursuant to Section 5.2(d) together with interest on the outstanding amounts thereof at the overnight Eurodollar Interest Rate (determined as of the date of the applicable advance) and (ii) if recovered from the Borrower, the rate of interest applicable pay for Capital Replacements which Owner failed to the respective Borrowing, as determined timely fund pursuant to Section 2.06. Nothing 5.2(c). (e) Fifth, to fund the Reserve Account to the extent that the aggregate amounts previously funded for prior periods is less than the amount required to be funded for such periods pursuant to the terms of Section 5.2; (f) Sixth, to Manager, interest at the Interest Rate (determined as of the date of the applicable advance) on any outstanding amounts advanced by Manager pursuant to Section 15.2(c). (g) Seventh, to Manager, any accrued but unpaid First Management Fee for the Fiscal Year to which such Gross Revenues pertain but not for any other period; (h) Eighth, to Owner, all accrued but unpaid Owner's Second Priority for the Fiscal Year to which such Gross Revenues pertain but not for any other period; (i) Ninth, to Manager, all accrued but unpaid Second Management Fee for the Fiscal Year to which such Gross Revenues pertain but not for any other period; (j) Tenth (commencing in 2007), to Owner all accrued but unpaid Owner's Percentage Priority; (k) Eleventh, to reimburse Owner for any advances made by Owner to Working Capital; (l) Twelfth, to reimburse Manager for any advances made by Manager to Working Capital in excess of the Initial Working Capital; (m) Thirteenth, to reimburse Manager for (i) advances made by Manager pursuant to and in the amount provided in Section 15.2(c) to the extent then due and payable and (ii) other contributions made by it to the Reserve Account other than pursuant to Section 5.2(d); (n) Fourteenth, to reimburse the Guarantor for payments made by it on account of the Guaranteed Obligations under the Guaranty, provided, however, if the Guarantor shall have Provided Collateral under the Guaranty, then the amount to be reimbursed to the Guarantor under this Section 2.04 10.1(n) shall be deemed disbursed to relieve any Lender from its obligation Owner, to make Loans hereunder be held by Owner as collateral for the Guarantor's obligations under the Guaranty until the Outstanding Balance (determined as though the disbursement made under this Section 10.1(n) were made to the Guarantor) under the Guaranty does not exceed the sum of (i) the then remaining balance drawable under the Satisfactory Letter of Credit posted under the Guaranty or to prejudice any rights which the Borrower may have against any Lender as a result balance of the cash deposited by the Guarantor thereunder; plus (ii) proceeds of any failure by such Lender Satisfactory Letter of Credit or cash deposited thereunder, in either case, applied to make Loans hereunderthe Guaranteed Obligations thereunder; (o) Fifteenth, to Owner, all accrued but unpaid Owner's Second Priority for prior periods; (p) Sixteenth, to pay Manager accrued but unpaid Base Management Fees for prior periods; and (q) Seventeenth, to Manager, the Incentive Management Fee.

Disbursement of Funds. No (a) Subject to the satisfaction of the conditions set forth in Sections 5, 5A and 5B, as applicable, not later than 12:00 Noon 1:00 P.M. (Frankfurt New York time) on the date specified in each Notice of BorrowingBorrowing (or (x) in the case of Swingline Loans, not later than 4:00 P.M. (New York time) on the date specified in Section 1.03(b)(i) or (y) in the case of Mandatory Borrowings, not later than 12:00 Noon (New York time) on the date specified in Section 1.01(e)), each Lender will make available its pro rata portion share, if any, of each Borrowing requested in the Notice of Borrowing to be made on such datedate (or in the case of Swingline Loans, BTCo shall make available the full amount thereof) in the manner provided below. All such amounts shall be made available to the Administrative Agent in U.S. Dollars (or, in the currency required by Section 2.02(bcase of Alternate Currency Loans, in Alternate Currency) and in immediately available funds at the Payment Office of the Facility Agent, and the Facility Administrative Agent promptly will make available to (I) in the case of Loans disbursed in Dollars, the applicable Borrower (and/or by depositing to its designee(s), to the extent possible and to the extent such designee is a provider of Earmarked Foreign Exchange Arrangements referenced in the definition of Dollar Equivalent) and (II) in the case of Loans disbursed in Euro, designee(s) of the Borrower (to the extent any such designee is the Yard or, in the case of the Hermes Premium, Hermes), in each case prior to 3:00 P.M. (Frankfurt Time) on such day, to the extent of funds actually received by the Facility Agent prior to 12:00 Noon (Frankfurt Time) on such day, in each case account at the Payment Office in the account(s) specified in the applicable Notice of Borrowing, the aggregate of the amounts so made available by in the Lenderstype of funds received. Unless the Facility Administrative Agent shall have been notified by any Lender prior to the date of Borrowing that such Lender does not intend to make available to the Facility Administrative Agent such Lender’s its portion of any the Borrowing or Borrowings to be made on such date, the Facility Administrative Agent may assume that such Lender has made such amount available to the Facility Administrative Agent on such date of Borrowing Borrowing, and the Facility Agent mayAdministrative Agent, in reliance upon such assumption, may (in its sole discretion and without any obligation to do so) make available to the applicable Borrower a corresponding amount. If such corresponding corre- sponding amount is not in fact made available to the Facility Administrative Agent by such LenderLender and the Administrative Agent has made available same to the applicable Borrower, the Facility Administrative Agent shall be entitled to recover such corresponding amount on demand from such Lender. If such Lender does not pay such corresponding amount forthwith upon the Facility Administrative Agent’s 's demand therefor, the Facility Administrative Agent shall promptly notify the Borrower applicable Borrower, and the applicable Borrower shall immediately pay such corresponding amount to the Facility Administrative Agent, which payment may be made, subject to the terms and conditions of this Agreement, from the proceeds of a Loan. The Facility Administrative Agent shall also be entitled to recover on demand from such the Lender or the applicable Borrower, as the case may be, interest on such corresponding amount in respect of each day from the date such corresponding amount was made available by the Facility Administrative Agent to the applicable Borrower until to the date such corresponding amount is recovered by the Facility Administrative Agent, at a rate per annum equal to (ix) if recovered from paid by such Lender, at the overnight Eurodollar Federal Funds Rate and or (iiy) if recovered from paid by the applicable Borrower, the then applicable rate of interest applicable to the respective Borrowinginterest, as determined pursuant to calculated in accordance with Section 2.06. 1.08. (b) Nothing in this Section 2.04 herein shall be deemed to relieve any Lender from its obligation to make Loans fulfill its commitments hereunder or to prejudice any rights which the Borrower Borrowers may have against any Lender as a result of any failure default by such Lender to make Loans hereunder.

Disbursement of Funds. No later than 12:00 Noon (Frankfurt time) on Once the date specified Escrow Agent is in each Notice receipt of Borrowinggood and collected Investor Funds totaling at least the Minimum Amount from Investors, each Lender will make available its pro rata portion the Escrow Agent shall notify the Company of each Borrowing requested same in the Notice of Borrowing to be made on such datewriting. All such amounts shall be made available in the currency required by Section 2.02(b) in immediately available funds Additionally, at the Payment Office end of the Facility Agent, and third business day following the Facility Agent will make available to Termination Date (I) as defined in the case of Loans disbursed in DollarsSection 4), the Borrower (and/or its designee(s), to Escrow Agent shall notify the extent possible and to the extent such designee is a provider of Earmarked Foreign Exchange Arrangements referenced in the definition of Dollar Equivalent) and (II) in the case of Loans disbursed in Euro, designee(s) Company of the Borrower (to the extent any such designee is the Yard or, in the case amount of the Hermes Premium, Hermes), in each case prior to 3:00 P.M. (Frankfurt Time) Investor Funds received. If the Minimum Amount has been obtained on such day, to or before the extent of funds actually received by the Facility Agent prior to 12:00 Noon (Frankfurt Time) on such day, in each case at the Payment Office in the account(s) specified in the applicable Notice of BorrowingTermination Date, the aggregate of the amounts so made available by the Lenders. Unless the Facility Agent shall have been notified by any Lender prior to the date of Borrowing that such Lender does not intend to make available to the Facility Agent such Lender’s portion of any Borrowing to be made on such date, the Facility Agent may assume that such Lender has made such amount available to the Facility Agent on such date of Borrowing and the Facility Agent may, in reliance upon such assumption, make available to the Borrower a corresponding amount. If such corresponding amount is not in fact made available to the Facility Agent by such Lender, the Facility Agent shall be entitled to recover such corresponding amount on demand from such Lender. If such Lender does not pay such corresponding amount forthwith upon the Facility Agent’s demand therefor, the Facility Escrow Agent shall promptly notify the Borrower and Company and, upon receiving an acknowledgement of such notice written instructions from the Borrower Company’s General Counsel or Chief Financial Officer, the Escrow Agent shall immediately pay such corresponding amount disburse to the Facility Company, by check or wire transfer, the funds in the Escrow Account representing the gross purchase price of the Securities, except for amounts payable by the Company to the Escrow Agent pursuant to Exhibit D to this Escrow Agreement, which remain outstanding. The Escrow Agent agrees that funds in the Escrow Account shall not be released to the Company until and unless the Escrow Agent receives written instructions to release the funds from the Company’s General Counsel or Chief Financial Officer. If the Minimum Amount has not been obtained prior to the Termination Date, the Escrow Agent shall, promptly following the Termination Date, but in no event more than thirty (30) days after the Termination Date, refund to each Investor by check funds deposited in the Escrow Account, or shall return the instruments of payment delivered to Escrow Agent if such instruments have not been processed for collection prior to such time, directly to each Investor at the address provided in the list of Investors. Included in the remittance shall be a proportionate share of the income earned in the account allocable to each Investor’s investment in accordance with the terms and conditions specified herein, except that in the case of Investors who have not provided an executed Form W-9 or substitute Form W-9 (or the applicable substitute Form W-8 for foreign investors), the Escrow Agent shall withhold the applicable percentage of the earnings attributable to those Investors in accordance with IRS regulations. Notwithstanding the foregoing, the Escrow Agent shall not be required to remit any payments until funds represented by such payments have been collected by Escrow Agent. The Facility In the event the Escrow Agent receives written notice from the Company that the Company intends to reject an Investor’s subscription, the Escrow Agent shall also pay to the applicable Investor(s), within a reasonable time not to exceed ten (10) business days after receiving notice of the rejection, by first class United States Mail at the address appearing on the List of Investors, or at such other address as shall be entitled furnished to recover on demand from such Lender or the BorrowerEscrow Agent by the Investor in writing, as all collected sums paid by the case may beInvestor for Securities and received by the Escrow Agent, together with the interest earned on such corresponding amount in respect of each day from the date such corresponding amount was made available by the Facility Agent to the Borrower until the date such corresponding amount is recovered by the Facility Agent, at a rate per annum equal to (i) if recovered from such Lender, at the overnight Eurodollar Rate and (ii) if recovered from the Borrower, the rate of interest applicable to the respective Borrowing, as determined pursuant to Section 2.06. Nothing in this Section 2.04 shall be deemed to relieve any Lender from its obligation to make Loans hereunder or to prejudice any rights which the Borrower may have against any Lender as a result of any failure by such Lender to make Loans hereunderInvestor Funds.

Disbursement of Funds. (a) No later than 12:00 Noon 1:00 P.M. (Frankfurt New York time) on the date specified in each Notice of BorrowingBorrowing (or (x) in the case of Swingline Loans, not later than 2:00 P.M. (New York time) on the date specified in Section 1.03(b)(i) or (y) in the case of RL Mandatory Borrowings, not later than 12:00 Noon (New York time) on the date specified in Section 1.01(C)), each Lender with a Commitment under the respective Facility will make available its pro rata portion PRO RATA share, if any, of each Borrowing requested in the Notice of Borrowing to be made on such datedate (or in the case of Swingline Loans, DBAG shall make available the full amount thereof) in the manner provided below. All such amounts shall be made available to the Administrative Agent in U.S. Dollars (in the currency required by Section 2.02(bcase of U.S. Dollar Denominated Loans) or Euros (in the case of Euro Denominated Loans), as the case may be, and in immediately available funds at the Payment Office of the Facility Agent, and the Facility Administrative Agent promptly will make available to (I) in the case of Loans disbursed in Dollars, the Borrower (and/or by depositing to its designee(s), to the extent possible and to the extent such designee is a provider of Earmarked Foreign Exchange Arrangements referenced in the definition of Dollar Equivalent) and (II) in the case of Loans disbursed in Euro, designee(s) of the Borrower (to the extent any such designee is the Yard or, in the case of the Hermes Premium, Hermes), in each case prior to 3:00 P.M. (Frankfurt Time) on such day, to the extent of funds actually received by the Facility Agent prior to 12:00 Noon (Frankfurt Time) on such day, in each case account at the Payment Office in the account(s) specified in the applicable Notice of Borrowing, the aggregate of the amounts so made available by in the Lenderstype of funds received. Unless the Facility Administrative Agent shall have been notified by any Lender required to participate prior to the date of Borrowing that such Lender does not intend to make available to the Facility Administrative Agent such Lender’s its portion of any the Borrowing or Borrowings to be made on such date, the Facility Administrative Agent may assume that such Lender has made such amount available to the Facility Administrative Agent on such date of Borrowing Borrowing, and the Facility Agent mayAdministrative Agent, in reliance upon such assumption, may (in its sole discretion and without any obligation to do so) make available to the Borrower a corresponding amount. If such corresponding amount is not in fact made available to the Facility Administrative Agent by such LenderLender and the Administrative Agent has made available same to the Borrower, the Facility Administrative Agent shall be entitled to recover such corresponding amount on demand from such Lender. If such Lender does not pay such corresponding amount forthwith upon the Facility Administrative Agent’s 's demand therefor, the Facility Administrative Agent shall promptly notify the Borrower Borrower, and the Borrower shall immediately pay such corresponding amount to the Facility Administrative Agent. The Facility Administrative Agent shall also be entitled to recover on demand from such the Lender or the Borrower, as the case may be, interest on such corresponding amount in respect of each day from the date such corresponding amount was made available by the Facility Administrative Agent to the Borrower until to the date such corresponding amount is recovered by the Facility Administrative Agent, at a rate per annum equal to (ix) if recovered from paid by such Lender, at the overnight Eurodollar Federal Funds Rate and or (iiy) if recovered from paid by the Borrower, the then applicable rate of interest applicable to interest, calculated in accordance with Section 1.08, for the respective Borrowing, as determined pursuant to Section 2.06. Loans. (b) Nothing in this Section 2.04 herein shall be deemed to relieve any Lender from its obligation to make Loans fulfill its commitments hereunder or to prejudice any rights which the Borrower may have against any Lender as a result of any failure default by such Lender to make Loans hereunder.

Disbursement of Funds. (a) No later than 12:00 Noon 1:00 P.M. (Frankfurt New York time) on the date specified in each Notice of BorrowingBorrowing (or (x) in the case of Swingline Loans, no later than 4:00 P.M. (New York time) on the date specified in Section 1.03(b)(i) or (y) in the case of Mandatory Borrowings, no later than 1:00 P.M. (New York time) on the date specified in Section 1.01(c)), each Lender Bank will make available its pro rata portion share, if any, of each Borrowing requested in the Notice of Borrowing to be made on such datedate (or in the case of Swingline Loans, BTCo shall make available the full amount thereof) in the manner provided below. All such amounts shall be made available to the Agent in the currency required by Section 2.02(b) in U.S. Dollars and immediately available funds at the Payment Office of the Facility Agent, and the Facility Agent promptly will make available to (I) in the case of Loans disbursed in Dollars, the Borrower (and/or by depositing to its designee(s), to the extent possible and to the extent such designee is a provider of Earmarked Foreign Exchange Arrangements referenced in the definition of Dollar Equivalent) and (II) in the case of Loans disbursed in Euro, designee(s) of the Borrower (to the extent any such designee is the Yard or, in the case of the Hermes Premium, Hermes), in each case prior to 3:00 P.M. (Frankfurt Time) on such day, to the extent of funds actually received by the Facility Agent prior to 12:00 Noon (Frankfurt Time) on such day, in each case account at the Payment Office in the account(s) specified in the applicable Notice of Borrowing, the aggregate of the amounts so made available by in the Lenderstype of funds received. Unless the Facility Agent shall have been notified by any Lender Bank prior to the date of Borrowing that such Lender Bank does not intend to make available to the Facility Agent such Lender’s its portion of any the Borrowing or Borrowings to be made on such date, the Facility Agent may assume that such Lender Bank has made such amount available to the Facility Agent on such date of Borrowing Borrowing, and the Facility Agent mayAgent, in reliance upon such assumption, may (in its sole discretion and without any obligation to do so) make available to the Borrower a corresponding amount. If such corresponding amount is not in fact made available to the Facility Agent by such LenderBank and the Agent has made available same to the Borrower, the Facility Agent shall be entitled to recover such corresponding amount on demand from such LenderBank. If such Lender Bank does not pay such corresponding amount forthwith upon the Facility Agent’s 's demand therefor, the Facility Agent shall promptly notify the Borrower Borrower, and the Borrower shall immediately pay such corresponding amount to the Facility Agent. The Facility Agent shall also be entitled to recover on demand from such Lender the Bank or the Borrower, as the case may be, interest on such corresponding amount in respect of each day from the date such corresponding amount was made available by the Facility Agent to the Borrower until to the date such corresponding amount is recovered by the Facility Agent, at a rate per annum equal to (ix) if recovered from paid by such LenderBank, at the overnight Eurodollar Federal Funds Rate and or (iiy) if recovered from paid by the Borrower, the then applicable rate of interest applicable to interest, calculated in accordance with Section 1.08, for the respective Borrowing, as determined pursuant to Section 2.06. Loans. (b) Nothing in this Section 2.04 herein shall be deemed to relieve any Lender Bank from its obligation to make Loans fulfill its commitments hereunder or to prejudice any rights which the Borrower may have against any Lender Bank as a result of any failure default by such Lender to make Loans Bank hereunder.

Disbursement of Funds. No later than 12:00 Noon (Frankfurt time) on the date specified in each Notice of Borrowing, each Lender will make available its pro rata portion of each Borrowing requested in the Notice of Borrowing to be made on such date. All such amounts shall be made available in the currency required by Section 2.02(b) in immediately available funds at the Payment Office of the Facility Agent, and the Facility Agent will make available to (I) in the case of Loans disbursed in Dollars, the Borrower (and/or its designee(s), to the extent possible and to the extent such designee is a provider of Earmarked Foreign Exchange Arrangements referenced in the definition of Dollar Equivalent) and (II) in the case of Loans disbursed in Euro, designee(s) of the Borrower (to the extent any such designee is the Yard or, in the case of the Hermes Premium, Hermes), in each case prior to 3:00 P.M. (Frankfurt Time) on such day, to the extent of funds actually received by the Facility Agent prior to 12:00 Noon (Frankfurt Time) on such day, in each case at the Payment Office in the account(s) specified in the applicable Notice of Borrowing, the aggregate of the amounts so made available by the Lenders. Unless the Facility Agent shall have been notified by any Lender prior to the date of Borrowing that such Lender does not intend to make available to the Facility Agent such LenderXxxxxx’s portion of any Borrowing to be made on such date, the Facility Agent may assume that such Lender Xxxxxx has made such amount available to the Facility Agent on such date of Borrowing and the Facility Agent may, in reliance upon such assumption, make available to the Borrower a corresponding amount. If such corresponding amount is not in fact made available to the Facility Agent by such Lender, the Facility Agent shall be entitled to recover such corresponding amount on demand from such Lender. If such Lender does not pay such corresponding amount forthwith upon the Facility Agent’s demand therefor, the Facility Agent shall promptly notify the Borrower and the Borrower shall immediately pay such corresponding amount to the Facility Agent. The Facility Agent shall also be entitled to recover on demand from such Lender or the Borrower, as the case may be, interest on such corresponding amount in respect of each day from the date such corresponding amount was made available by the Facility Agent to the Borrower until the date such corresponding amount is recovered by the Facility Agent, at a rate per annum equal to (i) if recovered from such Lender, at the overnight Eurodollar Rate and (ii) if recovered from the Borrower, the rate of interest applicable to the respective Borrowing, as determined pursuant to Section 2.06. Nothing in this Section 2.04 shall be deemed to relieve any Lender from its obligation to make Loans hereunder or to prejudice any rights which the Borrower may have against any Lender as a result of any failure by such Lender to make Loans hereunder.amount

Disbursement of Funds. No later than 12:00 Noon (Frankfurt time) on the date specified in each Notice of Borrowing, each Lender will make available its pro rata portion of each Borrowing requested in the Notice of Borrowing to be made on such date. All such amounts shall be made available in the currency required by Section 2.02(b) in immediately available funds at the Payment Office of the Facility Agent, and the Facility Agent will make available to (I) in the case of Loans disbursed in Dollars, the Borrower (and/or its designee(s), to the extent possible and to the extent such designee is a provider of Earmarked Foreign Exchange Arrangements referenced in the definition of Dollar Equivalent) and (II) in the case of Loans disbursed in Euro, designee(s) of the Borrower (to the extent any such designee is the Yard or, in the case of the Hermes Premium, Hermes), in each case prior to 3:00 P.M. (Frankfurt Time) on such day, to the extent of funds actually received by the Facility Agent prior to 12:00 Noon (Frankfurt Time) on such day, in each case at the Payment Office in the account(s) specified in the applicable Notice of Borrowing, the aggregate of the amounts so made available by the Lenders. Unless the Facility Agent shall have been notified by any Lender prior to the date of Borrowing that such Lender does not intend to make available to the Facility Agent such LenderLxxxxx’s portion of any Borrowing to be made on such date, the Facility Agent may assume that such Lender Lxxxxx has made such amount available to the Facility Agent on such date of Borrowing and the Facility Agent may, in reliance upon such assumption, make available to the Borrower a corresponding amount. If such corresponding amount is not in fact made available to the Facility Agent by such Lender, the Facility Agent shall be entitled to recover such corresponding amount on demand from such Lender. If such Lender does not pay such corresponding amount forthwith upon the Facility Agent’s demand therefor, the Facility Agent shall promptly notify the Borrower and the Borrower shall immediately pay such corresponding amount to the Facility Agent. The Facility Agent shall also be entitled to recover on demand from such Lender or the Borrower, as the case may be, interest on such corresponding amount in respect of each day from the date such corresponding amount was made available by the Facility Agent to the Borrower until the date such corresponding amount is recovered by the Facility Agent, at a rate per annum equal to (i) if recovered from such Lender, at the overnight Eurodollar Rate and (ii) if recovered from the Borrower, the rate of interest applicable to the respective Borrowing, as determined pursuant to Section 2.06. Nothing in this Section 2.04 shall be deemed to relieve any Lender from its obligation to make Loans hereunder or to prejudice any rights which the Borrower may have against any Lender as a result of any failure by such Lender to make Loans hereunder.

Disbursement of Funds. (a) No later than 12:00 Noon (Frankfurt time) 1:00 P.M. on the date specified in each Notice Borrowing request (or (i) in the case of BorrowingRevolving Loans that are Base Rate Loans that are to be made on same day notice, no later than 3:00 P.M. on the date specified pursuant to Section 2.03(a), (ii) in the case of Swingline Loans, no later than 4:00 P.M. on the date specified in Section 2.03(b) or (iii) in the case of Mandatory Borrowings, no later than 1:00 P.M. on the date specified in Section 2.01(c)), each Lender will make available its pro rata portion (determined in accordance with Section 2.07) of each such Borrowing requested in the Notice of Borrowing to be made on such datedate (or in the case of Swingline Loans, the Swingline Lender will make available the full amount thereof). All such amounts shall will be made available in the currency required by Section 2.02(b) Dollars and in immediately available funds at the Payment Office of the Facility AgentOffice, and the Facility Administrative Agent will make available to (I) in the case of Loans disbursed in Dollars, the relevant Borrower (and/or its designee(s), to the extent possible and to the extent such designee is a provider of Earmarked Foreign Exchange Arrangements referenced in the definition of Dollar Equivalent) and (II) in the case of Loans disbursed in Euro, designee(s) of the Borrower (to the extent any such designee is the Yard or, in the case of the Hermes Premium, Hermes), in each case prior to 3:00 P.M. (Frankfurt Time) on such day, to the extent of funds actually received by the Facility Agent prior to 12:00 Noon (Frankfurt Time) on such day, in each case at the Payment Office Office, or to such other account at the relevant Borrower may specify in the account(s) specified in writing prior to the applicable Notice date of Borrowing, the aggregate of the amounts so made available by the Lenders; provided, that, if, on the date of a Borrowing of Revolving Loans (other than a Mandatory Borrowing), there is Letter of Credit Usage or Swingline Loans then outstanding, then the proceeds of such Borrowing shall be applied, first, to the payment in full of any such Letter of Credit Usage with respect to Letters of Credit, second, to the payment in full of any such Swingline Loans, and third, to the relevant Borrower as otherwise provided above. Unless the Facility Administrative Agent shall have been notified by any Lender prior to the date of Borrowing that such Lender does not intend to make available to the Facility Administrative Agent such Lender’s portion of any Borrowing to be made on such date, the Facility Administrative Agent may assume that such Lender has made such amount available to the Facility Administrative Agent on such date of Borrowing and the Facility Administrative Agent maymay (but shall not be obligated to), in reliance upon such assumption, make available to the relevant Borrower a corresponding amount. If such corresponding amount is not in fact made available to the Facility Administrative Agent by such Lender, the Facility Administrative Agent shall be entitled to recover such corresponding amount on demand from such Lender. If such Lender does not pay such corresponding amount forthwith upon the Facility Administrative Agent’s demand therefor, the Facility Administrative Agent shall promptly notify the Borrower relevant Borrower, and the relevant Borrower shall immediately pay such corresponding amount to the Facility Administrative Agent. The Facility Administrative Agent also shall also be entitled to recover on demand from such Lender or the relevant Borrower, as the case may be, interest on such corresponding amount in respect of each day from the date such corresponding amount was made available by the Facility Administrative Agent to the relevant Borrower until the date such corresponding amount is recovered by the Facility Administrative Agent, at a rate per annum equal to (i1) if recovered from such Lender, the overnight Federal Funds Rate for the first three days and at the overnight Eurodollar Rate interest rate otherwise applicable to such Loans for each day thereafter and (ii2) if recovered from the Borrowerrelevant Borrower or Borrowers, the rate of interest applicable to the respective Borrowing, as determined pursuant to Section 2.062.08. Nothing in this Section 2.04 shall be deemed to relieve any Lender from its obligation to make Loans hereunder or to prejudice any rights which the any Borrower may have against any Lender as a result of any failure by such Lender to make Loans hereunder. (b) Unless the Required Lenders have instructed the Administrative Agent to the contrary, the Administrative Agent on behalf of the Lenders may, but shall not be obligated to, make Revolving Loans to the Borrower that are maintained as Base Rate Loans under Section 2.01(a) without prior notice of the proposed Borrowing to the Lenders as follows: (i) The amount of each Lender’s RL Percentage of Revolving Loans shall be computed weekly (or more frequently in the Administrative Agent’s sole discretion) and shall be adjusted upward or downward on the basis of the amount of outstanding Revolving Loans as of 5:00 P.M. on the (ii) To the extent that the settlement described in preceding clause (i) shall not yet have occurred with respect to any particular Settlement Date, upon any repayment of Revolving Loans by any Borrower prior to such settlement, the Administrative Agent may apply such amounts repaid directly to the amounts that would otherwise be made available by the Administrative Agent pursuant to this Section 2.04(b). (iii) Because the Administrative Agent on behalf of the Lenders may be advancing and/or may be repaid Revolving Loans prior to the time when the Lenders will actually advance and/or be repaid Revolving Loans, interest with respect to Revolving Loans shall be allocated by the Administrative Agent to each Lender and the Administrative Agent in accordance with the amount of Revolving Loans actually advanced by and repaid to each Lender and the Administrative Agent and shall accrue from and including the date such Revolving Loans are so advanced to but excluding the date such Revolving Loans are either repaid by the Borrower in accordance with the terms of this Agreement or actually settled by the Administrative Agent or the applicable Lender as described in this Section 2.04(b).

Disbursement of Funds. No (i) If Notice of Borrowing is provided in accordance with Section 2.1(e) above, then after receiving a Notice of Borrowing from Agent, each Lender shall, not later than 12:00 Noon (Frankfurt time) 11:00 a.m., Central Standard Time, on the date specified in each such Notice of BorrowingBorrowing on which the proposed Advance is to be made, wire transfer to Agent at the Transfer Account, in immediately available funds, an amount equal to each Lender will make available its pro rata portion such Lender’s Pro Rata Percentage of each Borrowing requested the proposed Advance as set forth in the Notice of Borrowing Borrowing. Upon Agent’s receipt of funds from each Lender equal to be made on such datethe amount of the requested Advance, and subject to Borrower’s compliance with the terms and conditions of this Agreement, Agent shall disburse the Advance to Borrower by wire transfer of funds as directed in writing by Borrower. All such amounts If Agent shall not receive funds from any Lender as set forth above, then the amount of the Advance in question shall be made available automatically reduced by an amount equal to the missing Lender’s Pro Rata Percentage of the Advance in question, and Agent shall, subject to Borrower’s compliance with the terms and conditions of this Agreement, disburse the Advance in the currency required reduced amount to Borrower by Section 2.02(bwire transfer of funds as directed in writing by Borrower. Agent, in its sole and absolute discretion, may (but shall not be obligated to) in immediately available funds at make the Payment Office full amount of the Facility Agent, and the Facility Agent will make requested Advance available to (I) in the case of Loans disbursed in Dollars, the Borrower (and/or its designee(s), to the extent possible and to the extent such designee is a provider of Earmarked Foreign Exchange Arrangements referenced in the definition of Dollar Equivalent) and (II) in the case of Loans disbursed in Euro, designee(s) of the Borrower (to the extent any such designee is the Yard or, in the case of the Hermes Premium, Hermes), in each case prior to 3:00 P.M. (Frankfurt Time) on such day, to the extent of funds actually received by the Facility Agent prior to 12:00 Noon (Frankfurt Time) on such day, in each case at the Payment Office in the account(s) specified in the applicable Notice of Borrowing, the aggregate of the amounts so made available by the Lenders. Unless the Facility Agent shall have been notified by any Lender prior to the date receipt by Agent from one or more Lenders of Borrowing that such Lender does not intend to make available to the Facility Agent funds representing such Lender’s portion or Lenders’ Pro Rata Percentage of any Borrowing to be made on the Advance in question. If the funds representing such dateLender’s or Lenders’ Pro Rata Percentage of the Advance in question are not received by Agent within two (2) Business Days of the date of such Advance, the Facility Agent may assume that such Lender has made Borrower shall immediately, upon demand of Agent, repay such amount available to the Facility Agent on such date of Borrowing and the Facility Agent may, in reliance upon such assumption, make available to the Borrower a corresponding amount. If such corresponding amount is not in fact made available to the Facility Agent by such Lender, the Facility Agent shall be entitled to recover such corresponding amount on demand from such Lender. If such Lender does not pay such corresponding amount forthwith upon the Facility Agent’s demand therefor, the Facility Agent shall promptly notify the Borrower and the Borrower shall immediately pay such corresponding amount to the Facility Agent. The Facility Agent shall also be entitled to recover on demand from such Lender or the Borrower, as the case may be, interest on such corresponding amount in respect of each day from the date such corresponding amount was made available by the Facility Agent to the Borrower until the date such corresponding amount is recovered by the Facility Agent, at a rate per annum equal to (i) if recovered from such Lender, at the overnight Eurodollar Rate and (ii) if recovered from the Borrower, the rate of interest applicable to the respective Borrowing, as determined pursuant to Section 2.06. Nothing in this Section 2.04 herein shall be deemed to relieve Agent or any Lender from its obligation to make Loans obligations hereunder or to prejudice any rights which the Borrower Agent may have against any Lender as a result of any Lender’s failure to make any Loan or Loans as provided herein; or (ii) If notice of Advances is provided in accordance with Section 2.1(e) above, then by the close of business on the third (3rd) Business Day following such Lender’s receipt of the Lender Advance Report, such Lender shall wire transfer to Agent at the Transfer Account, in immediately available funds, the net amount due from such Lender as set forth in the Lender Advance Report. If the funds representing such Lender’s amount of the Advance or Advances in question are not received by Agent within five (5) Business Days of the date of such Lender’s receipt of the Lender Advance Report, Borrower shall immediately, upon demand of Agent, repay such amount to Agent. Nothing herein shall be deemed to relieve Agent or any Lender from its obligations hereunder or to prejudice any rights Agent may have against any Lender as a result of any Lender’s failure to make any Loan or Loans hereunderas provided herein.

Disbursement of Funds. No later than 12:00 Noon (Frankfurt New York time) on the date specified in each Notice of BorrowingBorrowing (or (x) in the case of Swingline Loans, no later than the close of business on the date specified pursuant to Section 1.03(b)(i) or (y) in case of Mandatory Borrowings, not later than 12:00 Noon (New York time) on the date specified in Section 1.01(c)), each Lender Bank will make available its pro rata portion (based on the Percentages of the Banks) of each Borrowing requested in the Notice of Borrowing to be made on such datedate (or in the case of Swingline Loans, the Swingline Bank shall make available the full amount thereof). All such amounts shall be made available in the currency required by Section 2.02(b) Dollars and in immediately available funds at the Payment Office of the Facility Agent, and the Facility Agent will make available to (I) the Borrower at the Payment Office, in the case of Loans disbursed Dollars and in Dollarsimmediately available funds, the Borrower (and/or its designee(s), to the extent possible and to the extent such designee is a provider of Earmarked Foreign Exchange Arrangements referenced in the definition of Dollar Equivalent) and (II) in the case of Loans disbursed in Euro, designee(s) aggregate of the Borrower amounts so made available by the Banks (to the extent any such designee is the Yard or, in the case of the Hermes Premium, Hermes), in each case prior to 3:00 1:00 P.M. (Frankfurt TimeNew York time)) on such day, to the extent of funds actually received by the Facility Agent prior to 12:00 Noon (Frankfurt TimeNew York time) on such day, in each case at the Payment Office in the account(s) specified in the applicable Notice of Borrowing, the aggregate of the amounts so made available by the Lenders. Unless the Facility Agent shall have been notified by any Lender Bank prior to the date of Borrowing that such Lender Bank does not intend to make available to the Facility Agent such Lender’s Bank's portion of any Borrowing to be made on such date, the Facility Agent may assume that such Lender Bank has made available such amount available to the Facility Agent on such date of Borrowing and the Facility Agent may, in reliance upon such assumption, make available to the Borrower a corresponding amount. If such corresponding amount is not in fact made available to the Facility Agent by such LenderBank, the Facility Agent shall be entitled to recover such corresponding amount on demand from such LenderBank. If such Lender Bank does not pay such corresponding amount forthwith upon the Facility Agent’s 's demand therefor, the Facility Agent shall promptly notify the Borrower and the Borrower shall immediately pay such corresponding amount to the Facility AgentAgent within three Business Days following such notice. The Facility Agent shall also be entitled to recover on demand from such Lender Bank or the Borrower, as the case may be, interest on such corresponding amount in respect of each day from the date such corresponding amount was made available by the Facility Agent to the Borrower until the date such corresponding amount is recovered by the Facility Agent, at a rate per annum equal to (i) if recovered from such LenderBank, at the overnight Eurodollar Federal Funds Rate and (ii) if recovered from the Borrower, the rate of interest applicable to the respective Borrowing, as determined pursuant to Section 2.06. Nothing in this Section 2.04 shall be deemed to relieve any Lender from its obligation to make Loans hereunder or to prejudice any rights which the Borrower may have against any Lender as a result of any failure by such Lender to make Loans hereunder1.

Disbursement of Funds. No Promptly after receipt of a Notice of Revolver Borrowing (or telephonic notice thereof) pursuant to Section 2.01(b), but no later than 4:00 p.m. (New York time) on the date of such receipt, the Agent shall notify each Bank of the proposed borrowing. Each Bank shall make the amount of its applicable Loan available to the Agent, in same day funds, at its Payment Office not later than 12:00 Noon (Frankfurt New York time) on the date Funding Date. Upon satisfaction or waiver of the conditions precedent specified in each Notice Section 5, as applicable, the Agent shall make the proceeds of Borrowing, each Lender will make such Loans available its pro rata portion to the Borrower on such Funding Date by causing an amount of each Borrowing requested in same day funds equal to the Notice proceeds of Borrowing all such Loans received by the Agent to be made on such date. All such amounts shall be made available in the currency required by Section 2.02(b) in immediately available funds at the Payment Office of the Facility Agent, and the Facility Agent will make available to (I) in the case of Loans disbursed in Dollars, the Borrower (and/or its designee(s), credited to the extent possible and to the extent such designee is a provider of Earmarked Foreign Exchange Arrangements referenced in the definition of Dollar Equivalent) and (II) in the case of Loans disbursed in Euro, designee(s) account of the Borrower (to the extent any at such designee is the Yard or, in the case office of the Hermes Premium, Hermes), in each case prior to 3:00 P.M. (Frankfurt Time) on such day, to the extent of funds actually received by the Facility Agent prior to 12:00 Noon (Frankfurt Time) on such day, in each case at the Payment Office in the account(s) specified in the applicable Notice of Borrowing, the aggregate of the amounts so made available by the LendersAgent. Unless the Facility Agent shall have been notified by any Lender Bank in writing prior to the date any Funding Date in respect of Borrowing any Loans that such Lender Bank does not intend to make available to the Facility Agent such Lender’s portion of any Borrowing to be made Bank's applicable Loan on such dateFunding Date (which such notice, if so received by the Agent, promptly shall be communicated to the Borrower), the Facility Agent may assume that such Lender Bank has made such amount available to the Facility Agent on such date of Borrowing Funding Date and the Facility Agent in its sole discretion may, in reliance upon such assumptionbut shall not be obligated to, make available to the Borrower a corresponding amountamount on such Funding Date. If such corresponding amount is not in fact made available to the Facility Agent by such LenderBank, the Facility Agent shall be entitled to recover such corresponding amount on demand from such LenderBank together with interest thereon, for each day from such Funding Date until the date such amount is paid to the Agent, at the customary rate set by the Agent for the correction of errors among banks for three Business Days and thereafter at the Base Lending Rate. If such Lender Bank does not pay such corresponding amount forthwith upon the Facility Agent’s 's demand therefor, the Facility Agent promptly shall promptly notify the Borrower Borrower, and the Borrower immediately shall immediately pay such corresponding amount to the Facility Agent. The Facility Agent shall also be entitled to recover on demand from such Lender or the Borrower, as the case may be, interest on such corresponding amount in respect of each day from the date such corresponding amount was made available by the Facility Agent to the Borrower until the date such corresponding amount is recovered by the Facility Agent, at a rate per annum equal to (i) if recovered from such Lender, at the overnight Eurodollar Rate and (ii) if recovered from the Borrower, the rate of interest applicable to the respective Borrowing, as determined pursuant to Section 2.06. Nothing in this Section 2.04 shall be deemed to relieve any Lender Bank from its obligation to make Loans fulfill its Commitments hereunder or to prejudice any rights which that the Borrower may have against any Lender Bank as a result of any failure default by such Lender to make Loans Bank hereunder.

Disbursement of Funds. (a) No later than 12:00 Noon (Frankfurt i) 2:00 p.m. (New York City time) ), in the case of each Borrowing of Delayed Draw Term Loans for which a Notice of Borrowing has been delivered in accordance with Section 2.03, on the date the requested Borrowing specified in each the Notice of BorrowingBorrowing therefor, each Lender will make available its pro rata portion portion, if any, of each such Borrowing requested in the Notice of Borrowing to be made on such date. All such amounts shall be made available date in the currency required by Section 2.02(b) in immediately available funds at the Payment Office of the Facility Agentmanner provided below, and the Facility Agent will make available to (Iii) in the case of Loans disbursed in Dollars, the Borrower 3:00 p.m. (and/or its designee(sNew York City time), to the extent possible and to the extent such designee is a provider of Earmarked Foreign Exchange Arrangements referenced in the definition of Dollar Equivalent) and (II) in the case of Loans disbursed in Euro, designee(s) of the Borrower (to the extent any such designee is the Yard or, in the case of the Hermes Premiummaking of the Closing Date Term Loans on the Closing Date, Hermes)if the conditions set forth in Article V and Article VI to the effectiveness of this Agreement are met prior to 2:00 p.m. (New York City time) on the Closing Date, each Lender will make available its pro rata portion, if any, of the Term Loan in the manner provided below. Any Borrowings shall be made to or at the direction of the Borrower. (b) Each Lender shall make available all amounts it is obligated to fund to the Borrower under any Borrowing, in each case prior to 3:00 P.M. (Frankfurt Time) on such day, immediately available funds to the extent Administrative Agent, and the Administrative Agent will, after receipt of funds actually received all requested funds, make available to the Borrower, by wiring into an account designated or pursuant to instructions issued by the Facility Borrower to the Administrative Agent prior to 12:00 Noon (Frankfurt Time) on such day, in each case at the Payment Office in the account(s) specified in the applicable Notice of Borrowingwriting, the aggregate of the amounts so made available by the Lendersin Dollars. Unless the Facility Administrative Agent shall have been notified by any Lender prior to the date of any Borrowing that such Lender does not intend to make available to the Facility Administrative Agent such Lender’s its portion of any Borrowing to be made on such date, the Facility Administrative Agent may assume that such Lender has made such amount available to the Facility Administrative Agent on such date of Borrowing Borrowing, and the Facility Agent mayAdministrative Agent, in reliance upon such assumption, may (in its sole discretion and without any obligation to do so) make available to the Borrower a corresponding amount. If such corresponding amount is not in fact made available to the Facility Administrative Agent by such LenderLender and the Administrative Agent has made available the same to the Borrower, the Facility Administrative Agent shall be entitled to recover such corresponding amount on demand from such Lender. If such Lender does not pay such corresponding amount forthwith upon the Facility Administrative Agent’s demand therefor, the Facility Administrative Agent shall promptly notify the Borrower and the Borrower shall immediately promptly pay such corresponding amount to the Facility Administrative Agent. The Facility Administrative Agent shall also be entitled to recover on demand from such Lender or the Borrower, as the case may be, interest on such corresponding amount in respect of each day from the date such corresponding amount was made available by the Facility Administrative Agent to the Borrower until Borrower, to the date such corresponding amount is recovered by the Facility Administrative Agent, at a rate per annum equal to (i) if recovered from paid by such Lender, at the overnight Eurodollar Federal Funds Rate and or (ii) if recovered from paid by the BorrowerBorrower the then-applicable rate of interest, calculated in accordance with Section 2.08, applicable to ABR Loans. If the Borrower and such Lender shall pay interest to the Administrative Agent for the same (or a portion of the same) period, the rate of interest applicable Administrative Agent shall promptly remit to the respective Borrowing, as determined pursuant to Section 2.06. Borrower the amount of such interest paid by the Borrower for such period. (c) Nothing in this Section 2.04 shall be deemed to relieve any Lender from its obligation to make Loans fulfill its commitments hereunder or to prejudice any rights which that the Borrower may have against any Lender as a result of any failure default by such Lendxx xxxxxxxxx (xx being understood, however, that no Lender shall be responsible for the failure of any other Lender to make Loans fulfill its commitments hereunder).

Disbursement of Funds. No (a) Not later than 12:00 Noon 1:00 P.M. (Frankfurt New York time) on the date specified in each Notice of BorrowingBorrowing (or (x) in the case of Swingline Loans, not later than 2:00 P.M. (New York time) on the date specified in Section 1.03(b)(i) or (y) in the case of Mandatory Borrowings, not later than 12:00 Noon (New York time) on the date specified in Section 1.01(d)), each Lender Bank with a Commitment of the respective Tranche will make available its pro rata portion PRO RATA share, if any, of each Borrowing requested in the Notice of Borrowing to be made on such datedate (or in the case of Swingline Loans, BTCo shall make available the full amount thereof) in the manner provided below. All such amounts shall be made available to the Agent in the currency required by Section 2.02(b) U.S. Dollars and in immediately available funds at the Payment Office of the Facility Agent, and the Facility Agent promptly will make available to (I) in the case of Loans disbursed in Dollars, the respective Borrower (and/or by depositing to its designee(s), to the extent possible and to the extent such designee is a provider of Earmarked Foreign Exchange Arrangements referenced in the definition of Dollar Equivalent) and (II) in the case of Loans disbursed in Euro, designee(s) of the Borrower (to the extent any such designee is the Yard or, in the case of the Hermes Premium, Hermes), in each case prior to 3:00 P.M. (Frankfurt Time) on such day, to the extent of funds actually received by the Facility Agent prior to 12:00 Noon (Frankfurt Time) on such day, in each case account at the Payment Office in the account(s) specified in the applicable Notice of Borrowing, the aggregate of the amounts so made available by in the Lenderstype of funds received. Unless the Facility Agent shall have been notified by any Lender Bank prior to the date of Borrowing that such Lender Bank does not intend to make available to the Facility Agent such Lender’s its portion of any the Borrowing or Borrowings to be made on such date, the Facility Agent may assume that such Lender Bank has made such amount available to the Facility Agent on such date of Borrowing Borrowing, and the Facility Agent mayAgent, in reliance upon such assumption, may (in its sole discretion and without any obligation to do so) make available to the respective Borrower a corresponding amount. If such corresponding amount is not in fact made available to the Facility Agent by such LenderBank and the Agent has made available same to the respective Borrower, the Facility Agent shall be entitled to recover such corresponding amount on demand from such LenderBank. If such Lender Bank does not pay such corresponding amount forthwith upon the Facility Agent’s 's demand therefor, the Facility Agent shall promptly notify the Borrower respective Borrower, and the respective Borrower shall immediately pay such corresponding amount to the Facility Agent. The Facility Agent shall also be entitled to recover on demand from such Lender Bank or the respective Borrower, as the case may be, interest on such corresponding amount in respect of each day from the date such corresponding amount was made available by the Facility Agent to the respective Borrower until to the date such corresponding amount is recovered by the Facility Agent, at a rate per annum equal to (ix) if recovered from paid by such LenderBank, at the overnight Eurodollar Federal Funds Rate and or (iiy) if recovered from paid by the respective Borrower, the then applicable rate of interest applicable to the respective Borrowinginterest, as determined pursuant to calculated in accordance with Section 2.06. 1.08. (b) Nothing in this Section 2.04 Agreement shall be deemed to relieve any Lender Bank from its obligation to make Loans fulfill its commitments hereunder or to prejudice any rights which the respective Borrower may have against any Lender Bank as a result of any failure default by such Lender to make Loans Bank hereunder.

Disbursement of Funds. (a) No later than 12:00 Noon 1:00 P.M. (Frankfurt New York time) on the date specified in each Notice of Borrowing, each Lender Bank will make available to the Agent in New York its pro rata portion of each Borrowing requested in the Notice of Borrowing to be made on such date. All such amounts shall be made available date in the currency required by Section 2.02(bmanner provided below. (b) Each Bank shall make available all amounts it is to fund under any Borrowing on or after the Closing Date in immediately available funds to the Agent to the account specified therefor by the Agent or if no account is so specified at the Payment Agent's Office of the Facility Agent, and the Facility Agent will make such funds available to the Borrower, no later than 4:00 P.M. (INew York time) in on the case of Loans disbursed in Dollars, the Borrower (and/or its designee(s), to the extent possible and to the extent such designee is a provider of Earmarked Foreign Exchange Arrangements referenced in the definition of Dollar Equivalent) and (II) in the case of Loans disbursed in Euro, designee(s) of the Borrower (to the extent any such designee is the Yard or, in the case of the Hermes Premium, Hermes), date specified in each case prior to 3:00 P.M. (Frankfurt Time) on such day, to the extent of funds actually received by the Facility Agent prior to 12:00 Noon (Frankfurt Time) on such day, in each case at the Payment Office in the account(s) specified in the applicable Notice of Borrowing, by depositing to the account specified therefor by the Borrower or if no account is so specified to its account at the Agent's Office the aggregate of the amounts so made available by in the Lenderstype of funds received. Unless the Facility Agent shall have been notified by any Lender Bank prior to the date of any such Borrowing that such Lender Bank does not intend to make available to the Facility Agent such Lender’s its portion of any the Borrowing or Borrowings to be made on such date, the Facility Agent may assume that such Lender Bank has made such amount available to the Facility Agent on such date of Borrowing Borrowing, and the Facility Agent mayAgent, in reliance upon such assumption, may (in its sole discretion and without any obligation to do so) make available to the Borrower a corresponding amount. If such corresponding amount is not in fact made available to the Facility Agent by such LenderBank and the Agent has made available same to the Borrower, the Facility Agent shall be entitled to DRAFT: March 21, 1997 H:\WPCDOCS\1186\141151 recover such corresponding amount on demand from such LenderBank. If such Lender Bank does not pay such corresponding amount forthwith upon the Facility Agent’s 's demand therefor, the Facility Agent shall promptly notify the Borrower Borrower, and the Borrower shall upon the Agent's request immediately pay such corresponding amount to the Facility Agent. The Facility Agent shall also be entitled to recover on demand from such Lender Bank or the Borrower, as the case may be, interest on such corresponding amount in respect of each day from the date such corresponding amount was made available by the Facility Agent to the Borrower until to the date such corresponding amount is recovered by the Facility Agent, at a rate per annum equal to (ix) if recovered from paid by such LenderBank, at the overnight Eurodollar Federal Funds Rate and or (iiy) if recovered from paid by the BorrowerBorrower (and/or one or more other Credit Parties), the then applicable rate of interest applicable to interest, calculated in accordance with Section 1.08, for the respective Borrowing, Loans. The Agent shall also be entitled to recover from any Bank an amount equal to any other losses incurred by the Agent as determined pursuant a result of the failure of such Bank to Section 2.06. Nothing provide such amount as provided in this Section 2.04 Agreement. (c) Nothing herein shall be deemed to relieve any Lender Bank from its obligation to make Loans fulfill its Commitments hereunder or to prejudice any rights which the Borrower or any other Credit Party may have against any Lender Bank as a result of any failure default by such Lender to make Loans Bank hereunder.

Disbursement of Funds. (a) No later than 12:00 Noon noon (Frankfurt timelocal time for the Agent) in the case of a Borrowing consisting of Eurodollar Advances and no later than 2:00 p.m. (local time for the Agent) in the case of a Borrowing consisting of Base Rate Advances on the date specified in of each Notice of BorrowingBorrowing pursuant to the Revolving Credit Commitments (other than one resulting from a conversion or continuation pursuant to Section 4.1.(b)(i)), each Lender will make available its pro rata portion Applicable Commitment Percentage of each the amount of such Borrowing requested in the Notice of Borrowing to be made on such date. All such amounts shall be made available in the currency required by Section 2.02(b) in immediately available funds at the Payment Office of the Facility Agent, and the Facility . The Agent will make available to (I) in the case of Loans disbursed in Dollars, the Borrower (and/or its designee(s), to the extent possible and to the extent such designee is a provider of Earmarked Foreign Exchange Arrangements referenced in the definition of Dollar Equivalent) and (II) in the case of Loans disbursed in Euro, designee(s) of the Borrower (to the extent any such designee is the Yard or, in the case of the Hermes Premium, Hermes), in each case prior to 3:00 P.M. (Frankfurt Time) on such day, to the extent of funds actually received by the Facility Agent prior to 12:00 Noon (Frankfurt Time) on such day, in each case at the Payment Office in the account(s) specified in the applicable Notice of Borrowing, the aggregate of the amounts (if any) so made available by the LendersLenders to the Agent in a timely manner by crediting such amounts to Borrower's demand deposit account maintained with the Agent or at Borrower's option, by effecting a wire transfer of such amounts to Borrower's account specified by the Borrower, by the close of business on such Business Day. In the event that the Lenders do not make such amounts available to the Agent by the time prescribed above, but such amount is received later that day, such amount may be credited to Borrower in the manner described in the preceding sentence on the next Business Day (with interest on such amount to begin accruing hereunder on such next Business Day). (b) No later than 2:00 p.m. (local time for the Swing Line Lender) on the date of each Swing Line Loan, the Swing Line Lender shall make available to Borrower the requested Swing Line Loan by crediting such amounts to Borrower's demand deposit account maintained with the Agent or at Borrower's option, by effecting a wire transfer of such amounts to Borrower's account specified by the Borrower, by the close of business -34- 44 on such Business Day. (c) No later than 3:00 p.m. (local time for the Agent) on the date of each Competitive Bid Loan, each Lender participating in such Competitive Bid Loan will make available its pro rata share of the amount of such Competitive Bid Loan in immediately available funds at the Payment Office of the Agent. The Agent will make available to Borrower the aggregate of the amounts (if any) so made available by the Lenders to the Agent in a timely manner by crediting such amount to Borrower's demand deposit account maintained with the Agent or at the Borrower's option by effecting a wire transfer of such amounts to Borrower's account specified by the Borrower by the close of business on such Business Day. In the event that Lenders do not make such amounts available to the Agent by the time prescribed above but such amount is received later that day, such amount may be credited to the Borrower in the manner described in the preceding sentence on the next Business Day (with interest on such amount to begin accruing hereunder on such next Business Day). (d) Unless the Facility Agent shall have been notified by any Lender prior to the date of a Borrowing that such Lender does not intend to make available to the Facility Agent such Lender’s 's portion of any the Borrowing to be made on such date, the Facility Agent may assume that such Lender has made such amount available to the Facility Agent on such date of Borrowing and the Facility Agent may, in reliance upon such assumption, may make available to the Borrower a corresponding amount. If such corresponding amount is not in fact made available to the Facility Agent by such LenderLender on the date of Borrowing, the Facility Agent shall be entitled to recover such corresponding amount on demand from such LenderLender together with interest at the Federal Funds Rate. If such Lender does not pay such corresponding amount forthwith upon the Facility Agent’s 's demand therefor, the Facility Agent shall promptly notify the Borrower Borrower, and the Borrower shall immediately pay such corresponding amount to the Facility Agent. The Facility Agent shall also be entitled to recover on demand from such Lender or the Borrower, as the case may be, together with interest on such corresponding amount in respect of each day from the date such corresponding amount was made available by the Facility Agent to the Borrower until the date such corresponding amount is recovered by the Facility Agent, at a rate per annum equal to (i) if recovered from such Lender, at the overnight Eurodollar Rate rate specified for the Borrowing which includes such amount paid and (ii) if recovered from the Borrower, the rate of interest applicable to the respective Borrowing, as determined pursuant to any amounts due under Section 2.064.13. hereof. Nothing in this Section 2.04 subsection shall be deemed to relieve any Lender from its obligation to make Loans fund its Commitments hereunder or to prejudice any rights which the Borrower may have against any Lender as a result of any failure default by such Lender hereunder. (e) All Borrowings under the Revolving Credit Commitments shall be loaned by the Lenders on the basis of their Applicable Commitment Percentage on the date of such Borrowing. No Lender shall be responsible for any default by any other Lender in its obligations hereunder, and each Lender shall be obligated to make the Loans provided to be made by it hereunder, regardless of the failure of any other Lender to fund its Commitment hereunder.

Disbursement of Funds. No All Loans under this Agreement shall be made by the Lenders simultaneously and proportionately to their respective Pro Rata Shares, it being understood that no Lender shall be responsible for any default by any other Lender in that other Lender's obligation to make a Loan requested hereunder nor shall the Commitment of any Lender be increased or decreased as a result of a default by any other Lender in that other Lender's obligation to make a Loan requested hereunder. After receipt by the Agent of a Notice of Borrowing pursuant to subsection 2.1C (or telephonic notice in lieu thereof), the Agent shall promptly notify (and, if the Notice of Borrowing is received by the Agent by 10:00 A.M. (New York time) on any day, in any event by the end of such day) each Lender of the proposed borrowing. Each Lender shall make the amount of its Loan available to the Agent, in same day funds, at the office of the Agent located at One Bankers Trust Plaza, New York, New York, not later than 12:00 Noon (Frankfurt New York time) on the date applicable Funding Date in same day funds in Dollars. Except as provided in subsection 3.3B with respect to Loans used to reimburse any Issuing Lender for the amount of a drawing under a Letter of Credit issued by it, upon satisfaction or waiver of the conditions precedent specified in each Notice of Borrowing, each Lender will make available its pro rata portion of each Borrowing requested in the Notice of Borrowing to be made on such date. All such amounts shall be made available in the currency required by Section 2.02(b) in immediately available funds at the Payment Office of the Facility Agent, and the Facility Agent will make available to subsections 4.1 (I) in the case of Loans disbursed in Dollars, made on the Borrower (and/or its designee(s), to the extent possible and to the extent such designee is a provider of Earmarked Foreign Exchange Arrangements referenced in the definition of Dollar EquivalentClosing Date) and 4.2 (II) in the case of all Loans), the Agent shall make the proceeds of such Loans disbursed in Euro, designee(s) of available to the Borrower (on the applicable Funding Date by causing an amount of same day funds equal to the extent any proceeds of all such designee is the Yard or, in the case of the Hermes Premium, Hermes), in each case prior to 3:00 P.M. (Frankfurt Time) on such day, to the extent of funds actually Loans received by the Facility Agent prior from the Lenders to 12:00 Noon (Frankfurt Time) on such day, in each case at be transferred to the Payment Office in the account(s) specified in the applicable Notice of Borrowing, the aggregate of the amounts so made available by the LendersOperating Account. Unless the Facility Agent shall have been notified by any Lender prior to the date of Borrowing Funding Date for any Loans that such Lender does not intend to make available to the Facility Agent the amount of such Lender’s portion of any Borrowing to be made 's Loan requested on such dateFunding Date, the Facility Agent may assume that such Lender has made such amount available to the Facility Agent on such date of Borrowing Funding Date and the Facility Agent may, in reliance upon such assumptionits sole discretion, but shall not be obligated to, make available to the Borrower a corresponding amountamount on such Funding Date. If such corresponding amount is not in fact made available to the Facility Agent by such Lender, the Facility Agent shall be entitled to recover such corresponding amount on demand from such LenderLender together with interest thereon, for each day from such Funding Date until the date such amount is paid to the Agent, at the Federal Funds Effective Rate for three Business Days and thereafter at the Base Rate. If such Lender does not pay such corresponding amount forthwith upon the Facility Agent’s 's demand therefor, the Facility Agent shall promptly notify the Borrower and the Borrower shall immediately pay such corresponding amount to the Facility Agent. The Facility Agent shall also be entitled to recover on demand from such Lender or the Borrowertogether with interest thereon, as the case may be, interest on such corresponding amount in respect of for each day from the date such corresponding amount was made available by the Facility Agent to the Borrower Funding Date until the date such corresponding amount is recovered by paid to the Facility Agent, at a rate per annum equal to (i) if recovered from such Lender, at the overnight Eurodollar Rate and (ii) if recovered from the Borrower, the rate of interest applicable to the respective Borrowing, as determined pursuant to Section 2.06payable under this Agreement for Base Rate Loans. Nothing in this Section 2.04 subsection 2.1D shall be deemed to relieve any Lender from its obligation to make Loans fulfill its Commitment hereunder or to prejudice any rights which that the Borrower may have against any Lender as a result of any failure default by such Lender to make Loans hereunder.