Common use of Funding Mechanics; Liquidity Fundings Clause in Contracts

Funding Mechanics; Liquidity Fundings. (a) Prior to the VFCC Group’s Termination Date, each Advance hereunder shall consist of Loans made by (i) Gotham and/or its Liquidity Banks, and/or (ii) VFCC and/or its Liquidity Banks, and which (except for any Advance which does not increase the aggregate principal amount of the Loans outstanding) shall be made in such proportions by each Group such that, after giving effect thereto, the aggregate outstanding principal balance of the Loans outstanding from each Group shall be in proportion to such Group’s Commitment Percentage. Any Advance which does not increase the aggregate principal amount outstanding may be funded solely by one or more of the members of each Group. From and after the VFCC Group’s Termination Date, each Advance hereunder shall consist of Loans made solely by Gotham and/or its Liquidity Banks. (b) Each Lender funding any Loan (or portion thereof) shall wire transfer the principal amount thereof to its applicable Co-Agent in immediately available funds not later than 12:00 noon (New York City time) on the applicable Borrowing Date and, subject to its receipt of such Loan proceeds, such Co-Agent shall wire transfer such funds to the account specified by the Borrower in its Borrowing Request not later than 2:00 p.m. (New York City time) on such Borrowing Date. (c) While it is the intent of each of the Conduits to fund its respective Loans through the issuance of Commercial Paper Notes, the parties acknowledge that if either of the Conduits is unable, or determines that it is undesirable, to issue Commercial Paper Notes to fund all or any portion of its Loans at a CP Rate, or is unable to repay such Commercial Paper Notes upon the maturity thereof, such Conduit may sell all or any portion of its Loans (or interests therein) to its Liquidity Banks at any time pursuant to its Liquidity Agreement to finance or refinance the necessary portion of its Loans through a Liquidity Funding to the extent available. The Liquidity Fundings may be Alternate Base Rate Loans or Eurodollar Loans, or a combination thereof, selected by the Borrower in accordance with Article II. In addition, the parties acknowledge that Commercial Paper Notes are issued at a discount and at varying discount rates; accordingly, it may not be possible for all CP Rate Loans to be made in amounts precisely equal to the amounts specified in a Borrowing Request. Regardless of whether a Liquidity Funding constitutes an assignment of a Loan or the sale of one or more participations therein, each Liquidity Bank participating in a Liquidity Funding shall have the rights of a “Lender” hereunder with the same force and effect as if it had directly made a Loan to the Borrower in the amount of its Liquidity Funding. (d) Nothing herein shall be deemed to commit any Lender to make CP Rate Loans.

Funding Mechanics; Liquidity Fundings. (a) Prior to the VFCC Group’s Termination Date, each Each Advance hereunder shall consist of Loans made by (i) Gotham Blue Ridge and/or its the Liquidity Banks, and/or (ii) VFCC and/or its Liquidity Banks, and which (except for any Advance which does not increase the aggregate principal amount of the Loans outstanding) shall be made in such proportions by each Group such that, after giving effect thereto, the aggregate outstanding principal balance of the Loans outstanding from each Group shall be in proportion to such Group’s Commitment Percentage. Any Advance which does not increase the aggregate principal amount outstanding may be funded solely by one or more of the members of each Group. From and after the VFCC Group’s Termination Date, each Advance hereunder shall consist of Loans made solely by Gotham and/or its Liquidity Banks.2 (b) Each The Lender funding any Loan (or portion thereof) shall initiate a wire transfer in the principal amount thereof of its Loan on the applicable Borrowing Date to its applicable Co-Agent the Administrator in immediately available funds not later than 12:00 noon 2:00 p.m. (New York City time) on the applicable Borrowing Date and, subject to its receipt of such Loan proceeds, such Co-Agent the Administrator shall initiate a wire transfer of such funds to the account specified by the Borrower in its Borrowing Request not later than 2:00 3:00 p.m. (New York City time) on such Borrowing Date. (c) While it is the intent of each of the Conduits Blue Ridge to fund its respective Loans each requested Advance through the issuance of Commercial Paper Notes, the parties acknowledge that if either of the Conduits Blue Ridge is unable, or reasonably in good faith determines that it is undesirable, to issue Commercial Paper Notes to fund all or any portion of its the Loans at a CP Rate, or is unable to repay such Commercial Paper Notes upon the maturity thereof, such Conduit Blue Ridge may sell put all or any portion of its Loans (or interests therein) to its the Liquidity Banks at any time pursuant to its the Liquidity Agreement to finance or refinance the necessary portion of its Loans through a Liquidity Funding to the extent available. The Liquidity Fundings may be Alternate Base Rate Loans or Eurodollar Loans, or a combination thereof, selected by the Borrower in accordance with Article II. In addition, the parties acknowledge that Commercial Paper Notes are issued at a discount and at varying discount rates; accordingly, it may not be possible for all CP Rate Loans to be made in amounts precisely equal to the amounts specified in a Borrowing Request. Regardless of whether a Liquidity Funding constitutes an assignment of a Loan or the sale of one or more participations therein, each Liquidity Bank participating in a Liquidity Funding shall have the rights of a “Lender” hereunder with the same force and effect as if it had directly made a Loan to the Borrower in the amount of its Liquidity Funding. (d) Nothing herein shall be deemed to commit any the Lender to make CP Rate Loans.

Funding Mechanics; Liquidity Fundings. (a) Prior to the VFCC Group’s Termination Date, each Each Advance hereunder shall consist of Loans made by (i) Gotham and/or its Liquidity BanksBank(s), and/or (ii) VFCC Atlantic and/or its Liquidity BanksBank(s), and which (iii) PNC, and (except for any Advance which does not increase the aggregate principal amount of the Loans outstandingAggregate Principal) shall be made in such proportions by each Group such that, after giving effect thereto, the aggregate outstanding principal Principal balance of the Loans outstanding from each Group shall be in proportion to such Group’s Commitment Percentage. Any Advance which does not increase the aggregate principal Principal amount outstanding may be funded solely by one or more of the members of each Group. From and after the VFCC Group’s Termination Date, each Advance hereunder shall consist of Loans made solely by Gotham and/or its Liquidity Banks. (b) Each Lender funding any Loan (or portion thereof) shall wire transfer the principal Principal amount thereof to its applicable Co-Agent in immediately available funds not later than 12:00 noon (New York City time) on the applicable Borrowing Date and, subject to its receipt of such Loan proceeds, such Co-Agent shall wire transfer such funds (i) in the case of the proceeds of an LC Loan, to the account specified by the LC Issuer, and (ii) in the case of the proceeds of an A-Loan or a B-Loan, to the account specified by the Borrower in its Borrowing Request Request, in each of the foregoing cases, not later than 2:00 p.m. (New York City time) on such Borrowing Date. (c) While it is the intent of each of the Conduits to fund its respective Loans through the issuance of Commercial Paper Notes, the parties acknowledge that if either of the Conduits any Conduit is unable, or determines that it is undesirable, to issue Commercial Paper Notes to fund all or any portion of its Loans at a CP Rate, or is unable to repay such Commercial Paper Notes upon the maturity thereof, such Conduit may sell all or any portion of its Loans (or interests therein) to its Liquidity Banks at any time pursuant to its Liquidity Agreement to finance or refinance the necessary portion of its Loans through a Liquidity Funding to the extent available. The Liquidity Fundings may be Alternate Base Rate Loans or Eurodollar Loans, or a combination thereof, selected by the Borrower in accordance with Article II. In addition, the parties acknowledge that Commercial Paper Notes are issued at a discount and at varying discount rates; accordingly, it may not be possible for all CP Rate Loans to be made in amounts precisely equal to the amounts specified in a Borrowing Request. Regardless of whether a Liquidity Funding constitutes an assignment of a Loan or the sale of one or more participations therein, each Liquidity Bank participating in a Liquidity Funding shall have the rights of a “Lender” hereunder with the same force and effect as if it had directly made a Loan to the Borrower in the amount of its Liquidity Funding. (d) Nothing herein shall be deemed to commit any Lender to make CP Rate Loans.

Funding Mechanics; Liquidity Fundings. (a) Prior to the VFCC Group’s Termination Date, each Each Advance hereunder shall consist of Loans made by (i) Gotham and/or its Liquidity Banks, and/or (ii) VFCC Blue Ridge and/or its Liquidity Banks, (iii) PREFCO and/or its Liquidity Banks, (iv) Xxxxxxxx and/or its Liquidity Banks, and/or (v) CAFCO and/or its Liquidity Banks and which (except for any Advance which does not increase the aggregate principal amount of the Loans outstanding) shall be made in such proportions by each Group such that, after giving effect thereto, the aggregate outstanding principal balance of the Loans outstanding from each Group shall be in proportion to such Group’s Commitment Percentage's Percentage of the aggregate outstanding principal balance of all Advances then outstanding hereunder. Any Advance which does not increase the aggregate principal amount outstanding may be funded solely by one or more of the members of each a single Group. From and after the VFCC Group’s Termination Date, each Advance hereunder shall consist of Loans made solely by Gotham and/or its Liquidity Banks. (b) Each Lender funding any Loan (or portion thereof) of an Advance shall wire transfer the principal amount thereof of its Loan to its applicable Co-Agent in immediately available funds not later than 12:00 noon 1:00 p.m. (New York City time) on the applicable Borrowing Date and, subject to its receipt of such Loan proceeds, such Co-Agent shall wire transfer such funds to the account specified by the Borrower in its Borrowing Request not later than 2:00 p.m. (New York City time) on such Borrowing Date. (c) While it is the intent of each of the Conduits to fund its respective Loans through the issuance of Commercial Paper Promissory Notes, the parties acknowledge that if either any of the Conduits is unable, or reasonably determines that it is undesirable, undesirable for any reason to issue Commercial Paper Promissory Notes to fund or maintain all or any portion of its Loans at a CP Rate, or is unable to repay such Commercial Paper Promissory Notes upon the maturity thereof, such Conduit may sell all or any portion will avail itself of its Loans (or interests therein) to its Liquidity Banks at any time pursuant to its Liquidity Agreement to finance or refinance the necessary portion of its Loans through a Liquidity Funding to the extent availableunder its Liquidity Agreement. The Liquidity Fundings may be Alternate Base Rate Loans or Eurodollar LIBOR Loans, or a combination thereof, selected by the Borrower in accordance with Article II; provided, however, that each Liquidity Funding shall be an Alternate Base Rate Loan at least for the first two (2) Business Days after it is funded. In addition, the parties acknowledge that Commercial Paper most Promissory Notes are issued at a discount and at varying discount rates; accordingly, it may not be possible for all CP Rate Loans to be made in amounts precisely equal to the amounts specified in a Borrowing Request. Regardless of whether a Liquidity Funding constitutes an assignment of a Loan or the sale of one or more participations thereintherein or any other obtaining of funding for all or any portion of any Loan, each Liquidity Bank participating in a Liquidity Funding shall have the same rights of a “Lender” as its Conduit has hereunder with the same force and effect as if it such Liquidity Bank had directly made a Loan to the Borrower in the amount of its Liquidity Funding. (d) Nothing herein shall be deemed to commit any Lender to make CP Rate Loans.

Funding Mechanics; Liquidity Fundings. (a) Prior to the VFCC Group’s Termination Date, each Each Advance hereunder shall consist of Loans made by (i) Gotham La Fayette and/or its Liquidity Banks, and/or (ii) VFCC Blue Ridge and/or its Liquidity Banks, and/or (iii) Jupiter and/or its Liquidity Banks, and which (except for any Advance which does not increase the aggregate principal amount of the Loans outstanding) shall be made in such proportions by each Group such that, after giving effect thereto, the aggregate outstanding principal balance of the Loans outstanding from each Group shall be in proportion to such Group’s Commitment Percentage's Percentage of the aggregate outstanding principal balance of all Advances then outstanding hereunder. Any Advance which does not increase the aggregate principal amount outstanding may be funded solely by one or more of the members of each a single Group. From and after the VFCC Group’s Termination Date, each Advance hereunder shall consist of Loans made solely by Gotham and/or its Liquidity Banks. (b) Each Lender funding any Loan (or portion thereof) shall wire transfer the principal amount thereof to its applicable Co-Agent in immediately available funds not later than 12:00 noon (New York City time) on the applicable Borrowing Date and, subject to its receipt of such Loan proceeds, such Co-Agent shall wire transfer such funds to the account specified by the Borrower in its Borrowing Request not later than 2:00 p.m. (New York City time) on such Borrowing Date. (c) While it is the intent of each of the Conduits to fund its respective Loans through the issuance of Commercial Paper Notes, the parties acknowledge that if either any of the Conduits is unable, or determines that it is undesirable, to issue Commercial Paper Notes to fund all or any portion of its Loans at a CP Rate, or is unable to repay such Commercial Paper Notes upon the maturity thereof, such Conduit may sell all or any portion of its Loans (or interests therein) to its Liquidity Banks at any time pursuant to its Liquidity Agreement to finance or refinance the necessary portion of its Loans through a Liquidity Funding to the extent available. The Liquidity Fundings may be Alternate Base Rate Loans or Eurodollar Loans, or a combination thereof, selected by the Borrower in accordance with Article II. In addition, the parties acknowledge that Commercial Paper Notes are issued at a discount and at varying discount rates; accordingly, it may not be possible for all CP Rate Loans to be made in amounts precisely equal to the amounts specified in a Borrowing Request. Regardless of whether a Liquidity Funding constitutes an assignment of a Loan or the sale of one or more participations therein, each Liquidity Bank participating in a Liquidity Funding shall have the rights of a “"Lender” " hereunder with the same force and effect as if it had directly made a Loan to the Borrower in the amount of its Liquidity Funding. (d) Nothing herein shall be deemed to commit any Lender to make CP Rate Loans.

Funding Mechanics; Liquidity Fundings. (a) Prior to the VFCC Group’s Termination Date, each Each Advance hereunder shall consist of Loans made by (i) Gotham and/or its Liquidity Banks, and/or (ii) VFCC PARCO and/or its Liquidity Banks, (iii) Xxxxxxxx and/or its Liquidity Banks, and/or (iv) CAFCO and/or its Liquidity Banks and which (except for any Advance which does not increase the aggregate principal amount of the Loans outstanding) shall be made in such proportions by each Group such that, after giving effect thereto, the aggregate outstanding principal balance of the Loans outstanding from each Group shall be in proportion to such Group’s Commitment PercentagePercentage of the aggregate outstanding principal balance of all Advances then outstanding hereunder. Any Advance which does not increase the aggregate principal amount outstanding may be funded solely by one or more of the members of each a single Group. From and after the VFCC Group’s Termination Date, each Advance hereunder shall consist of Loans made solely by Gotham and/or its Liquidity Banks. (b) Each Lender funding any Loan (or portion thereof) of an Advance shall wire transfer the principal amount thereof of its Loan to its applicable Co-Agent in immediately available funds not later than 12:00 noon 1:00 p.m. (New York City time) on the applicable Borrowing Date and, subject to its receipt of such Loan proceeds, such Co-Agent shall wire transfer such funds to the account specified by the Borrower in its Borrowing Request not later than 2:00 p.m. (New York City time) on such Borrowing Date. (c) While it is the intent of each of the Conduits to fund its respective Loans through the issuance of Commercial Paper Promissory Notes, the parties acknowledge that if either any of the Conduits is unable, or reasonably determines that it is undesirable, undesirable for any reason to issue Commercial Paper Promissory Notes to fund or maintain all or any portion of its Loans at a CP Rate, or is unable to repay such Commercial Paper Promissory Notes upon the maturity thereof, such Conduit may sell all or any portion will avail itself of its Loans (or interests therein) to its Liquidity Banks at any time pursuant to its Liquidity Agreement to finance or refinance the necessary portion of its Loans through a Liquidity Funding to the extent availableunder its Liquidity Agreement. The Liquidity Fundings may be Alternate Base Rate Loans or Eurodollar LIBOR Loans, or a combination thereof, selected by the Borrower in accordance with Article II; provided, however, that each Liquidity Funding shall be an Alternate Base Rate Loan at least for the first two (2) Business Days after it is funded. In addition, the parties acknowledge that Commercial Paper most Promissory Notes are issued at a discount and at varying discount rates; accordingly, it may not be possible for all CP Rate Loans to be made in amounts precisely equal to the amounts specified in a Borrowing Request. Regardless of whether a Liquidity Funding constitutes an assignment of a Loan or the sale of one or more participations thereintherein or any other obtaining of funding for all or any portion of any Loan, each Liquidity Bank participating in a Liquidity Funding shall have the same rights of a “Lender” as its Conduit has hereunder with the same force and effect as if it such Liquidity Bank had directly made a Loan to the Borrower in the amount of its Liquidity Funding. (d) Nothing herein shall be deemed to commit any Lender to make CP Rate Loans.

Funding Mechanics; Liquidity Fundings. Second Amended and Restated Credit and Security Agreement (a) Prior to the VFCC Group’s Termination Date, each Each Advance hereunder shall consist of Loans made by (i) Gotham and/or its Liquidity Banks, and/or (ii) VFCC and/or its Liquidity Banks, each Group and which (except for any Advance which does not increase the aggregate principal amount of the Loans outstanding) shall be made in such proportions by each Group such that, after giving effect thereto, the aggregate outstanding principal balance of the Loans outstanding from each Group shall be in proportion to such Group’s Commitment PercentagePercentage of the aggregate outstanding principal balance of all Advances then outstanding hereunder. Any Advance which does not increase the aggregate principal amount outstanding may be funded solely by one or more of the members of each a single Group. From and after the VFCC Group’s Termination Date, each Advance hereunder shall consist of Loans made solely by Gotham and/or its Liquidity Banks. (b) Each Lender funding any Loan (or portion thereof) of an Advance shall wire transfer the principal amount thereof of its Loan to its applicable Co-Agent in immediately available funds not later than 12:00 noon 1:00 p.m. (New York City time) on the applicable Borrowing Date and, subject to its receipt of such Loan proceeds, such Co-Agent shall wire transfer such funds to the account specified by the Borrower in its Borrowing Request not later than 2:00 p.m. (New York City time) on such Borrowing Date.; provided that a Lender may wire transfer its portion of an Advance directly to the Borrower for receipt by 2:00 p.m. (c) While it is the intent of each of the Conduits Conduits, if any, to fund its respective Loans through the issuance of Commercial Paper NotesPaper, the parties acknowledge that that, when applicable, if either of the Conduits any Conduit is unable, or determines in its reasonable business judgment that it is undesirable, undesirable for any reason to issue Commercial Paper Notes to fund or maintain all or any portion of its Loans at a CP Rate, or is unable to repay such Commercial Paper Notes upon the maturity thereof, such Conduit may sell all or any its related Liquidity Bank will fund such Loan, or a portion of its Loans (or interests therein) to its Liquidity Banks at any time pursuant to its Liquidity Agreement to finance or refinance the necessary portion of its Loans through thereof, as a Liquidity Funding to the extent availableFunding. The Liquidity Fundings may be Alternate Base Rate Loans or Eurodollar LIBOR Loans, or a combination thereof; provided, selected by however, that each Liquidity Funding shall be an Alternate Base Rate Loan at least for the Borrower in accordance with Article IIfirst two (2) Business Days after it is funded. In addition, the parties acknowledge that Commercial Paper Notes are is issued at a discount and at varying discount rates; accordingly, it may not be possible for all CP Rate Loans to be made in amounts precisely equal to the amounts specified in a Borrowing Request. Regardless of whether a Liquidity Funding constitutes an assignment of a Loan or the sale of one or more participations thereintherein or any other obtaining of funding for all or any portion of any Loan, each Liquidity Bank participating in a Liquidity Funding shall have the same rights of a “Lender” as its Conduit has hereunder with the same force and effect as if it such Liquidity Bank had directly made a Loan to the Borrower in the amount of its Liquidity Funding. (d) Nothing herein shall be deemed to commit any Lender to make CP Rate LoansLoans and it is contemplated that each Loan made by a Lender that is not a Conduit or acting in its role as a Liquidity Bank shall be either an Alternate Base Rate Loan or LIBOR Loan, or a combination thereof, as specified in the Borrowing Request or as otherwise provided herein.

Funding Mechanics; Liquidity Fundings. (a) Prior to the VFCC Group’s Termination Date, each Each Advance hereunder shall consist of Loans made by (i) Gotham from Blue Ridge and/or its Liquidity Banks, and/or (ii) VFCC and/or its Liquidity Banks, and which (except for any Advance which does not increase the aggregate principal amount of the Loans outstanding) shall be made in such proportions by each Group such that, after giving effect thereto, the aggregate outstanding principal balance of the Loans outstanding from each Group shall be in proportion to such Group’s Commitment Percentage. Any Advance which does not increase the aggregate principal amount outstanding may be funded solely by one or more of the members of each Group. From and after the VFCC Group’s Termination Date, each Advance hereunder shall consist of Loans made solely by Gotham and/or its Liquidity Banks. (b) Each Lender funding any Loan (or portion thereof) shall initiate a wire transfer in the principal amount thereof of its Loan on the applicable Borrowing Date to its applicable Co-the Agent in immediately available funds not later than 12:00 noon 10:00 a.m. (New York City time) on the applicable Borrowing Date and, subject to its receipt of such Loan proceeds, such Co-the Agent shall initiate a wire transfer of such funds to the account specified by the Borrower in its Borrowing Request not later than 2:00 p.m. 11:00 a.m. (New York City time) on such Borrowing Date. (c) While it is the intent of each of the Conduits Blue Ridge to fund its respective Loans each requested Advance through the issuance of Commercial Paper Notes, the parties acknowledge that if either of the Conduits Blue Ridge is unable, or determines that it is undesirable, to issue Commercial Paper Notes to fund all or any portion of its the Loans at a CP Rate, or is unable to repay such Commercial Paper Notes upon the maturity thereof, such Conduit Blue Ridge may sell put all or any portion of its Loans (or interests therein) to its the Liquidity Banks at any time pursuant to its the Liquidity Agreement to finance or refinance the necessary portion of its Loans through a Liquidity Funding to the extent available. The Liquidity Fundings may be Alternate Base Rate Loans or Eurodollar Loans, or a combination thereof, selected by the Borrower in accordance with Article ARTICLE II. In addition, the parties acknowledge that Commercial Paper Notes are issued at a discount and at varying discount rates; accordingly, it may not be possible for all CP Rate Loans to be made in amounts precisely equal to the amounts specified in a Borrowing Request. Regardless of whether a Liquidity Funding constitutes an assignment of a Loan or the sale of one or more participations therein, each Liquidity Bank participating in a Liquidity Funding shall have the rights of a “"Lender” " hereunder with the same force and effect as if it had directly made a Loan to the Borrower in the amount of its Liquidity Funding. (d) Nothing herein shall be deemed to commit Blue Ridge (or any Lender other Lender) to make CP Rate Loans.

Funding Mechanics; Liquidity Fundings. (a) Prior to the VFCC any Group’s Termination Date, each Advance hereunder shall consist of Loans made by (i) Gotham and/or its Liquidity Banks, and/or (ii) VFCC Atlantic and/or its Liquidity Banks, and which (iii) PNC, and (except for any Advance which does not increase the aggregate principal amount of the Loans outstanding) shall be made in such proportions by each Group such that, after giving effect thereto, the aggregate outstanding principal balance of the Loans outstanding from each Group shall be in proportion to such Group’s Commitment Percentage. Any Advance which does not increase the aggregate principal amount outstanding may be funded solely by one or more of the members of each Group. From and after the VFCC any Group’s Termination Date, each Advance hereunder shall consist of Loans made solely by Gotham and/or its Liquidity Banksthe above-specified Lender or Lenders in each of the remaining Groups. (b) Each Lender funding any Loan (or portion thereof) shall wire transfer the principal amount thereof to its applicable Co-Agent in immediately available funds not later than 12:00 noon (New York City time) on the applicable Borrowing Date and, subject to its receipt of such Loan proceeds, such Co-Agent shall wire transfer such funds to the account specified by the Borrower in its Borrowing Request not later than 2:00 p.m. (New York City time) on such Borrowing Date. (c) While it is the intent of each of the Conduits to fund its respective Loans through the issuance of Commercial Paper Notes, the parties acknowledge that if either of the Conduits any Conduit is unable, or determines that it is undesirable, to issue Commercial Paper Notes to fund all or any portion of its Loans at a CP Rate, or is unable to repay such Commercial Paper Notes upon the maturity thereof, such Conduit may sell all or any portion of its Loans (or interests therein) to its Liquidity Banks at any time pursuant to its Liquidity Agreement to finance or refinance the necessary portion of its Loans through a Liquidity Funding to the extent available. The Liquidity Fundings may be Alternate Base Rate Loans or Eurodollar Loans, or a combination thereof, selected by the Borrower in accordance with Article II. In addition, the parties acknowledge that Commercial Paper Notes are issued at a discount and at varying discount rates; accordingly, it may not be possible for all CP Rate Loans to be made in amounts precisely equal to the amounts specified in a Borrowing Request. Regardless of whether a Liquidity Funding constitutes an assignment of a Loan or the sale of one or more participations therein, each Liquidity Bank participating in a Liquidity Funding shall have the rights of a “Lender” hereunder with the same force and effect as if it had directly made a Loan to the Borrower in the amount of its Liquidity Funding. (d) Nothing herein shall be deemed to commit any Lender to make CP Rate Loans.

Funding Mechanics; Liquidity Fundings. (a) Prior to the VFCC Group’s Termination Date, each Each Advance hereunder shall consist of Loans made by (i) Gotham Atlantic and/or its Liquidity Banks, on the one hand, and/or (ii) VFCC Blue Ridge and/or its Liquidity Banks, on the other hand, and which (except for any Advance which does not increase the aggregate principal amount of the Loans outstanding) shall be made in such proportions by each Group such that, after giving effect thereto, the aggregate outstanding principal balance of the Loans outstanding from each Group shall be in proportion to such Group’s Commitment Percentage's Percentage of the aggregate outstanding principal balance of all Advances then outstanding hereunder. Any Advance which does not increase the aggregate principal amount outstanding may be funded solely by one or more of the members of each a single Group. From and after the VFCC Group’s Termination Date, each Advance hereunder shall consist of Loans made solely by Gotham and/or its Liquidity Banks. (b) Each Lender funding any Loan (or portion thereof) shall wire transfer the principal amount thereof to its applicable Co-Agent in immediately available funds not later than 12:00 noon (New York City time) on the applicable Borrowing Date and, subject to its receipt of such Loan proceeds, such Co-Agent shall wire transfer such funds to the account specified by the Borrower in its Borrowing Request not later than 2:00 p.m. (New York City time) on such Borrowing Date. (c) While it is the intent of each of the Conduits to fund its respective Loans through the issuance of Commercial Paper Notes, the parties acknowledge that if either of the Conduits is unable, or determines that it is undesirable, to issue Commercial Paper Notes to fund all or any portion of its Loans at a CP Rate, or is unable to repay such Commercial Paper Notes upon the maturity thereof, such Conduit may sell all or any portion of its Loans (or interests therein) to its Liquidity Banks at any time pursuant to its Liquidity Agreement to finance or refinance the necessary portion of its Loans through a Liquidity Funding to the extent available. The Liquidity Fundings may be Alternate Base Rate Loans or Eurodollar Loans, or a combination thereof, selected by the Borrower in accordance with Article II. In addition, the parties acknowledge that Commercial Paper Notes are issued at a discount and at varying discount rates; accordingly, it may not be possible for all CP Rate Loans to be made in amounts precisely equal to the amounts specified in a Borrowing Request. Regardless of whether a Liquidity Funding constitutes an assignment of a Loan or the sale of one or more participations therein, each Liquidity Bank participating in a Liquidity Funding shall have the rights of a “"Lender” " hereunder with the same force and effect as if it had directly made a Loan to the Borrower in the amount of its Liquidity Funding. (d) Nothing herein shall be deemed to commit any Lender to make CP Rate Loans.

Funding Mechanics; Liquidity Fundings. (a) Prior to the VFCC Group’s Termination Date, each Each Advance hereunder shall consist of Loans made by (i) Gotham Atlantic and/or its Liquidity Banks, and/or (ii) VFCC Blue Ridge and/or its Liquidity Banks, and which (except for any Advance which does not increase the aggregate principal amount of the Loans outstanding) shall be made in such proportions by each Group such that, after giving effect thereto, the aggregate outstanding principal balance of the Loans outstanding from each Group shall be in proportion to such Group’s 's Commitment Percentage. Any Advance which does not increase the aggregate principal amount outstanding may be funded solely by one or more of the members of each Group. From and after the VFCC Group’s Termination Date, each Advance hereunder shall consist of Loans made solely by Gotham and/or its Liquidity Banks. (b) Each Lender funding any Loan (or portion thereof) shall wire transfer the principal amount thereof to its applicable Co-Agent in immediately available funds not later than 12:00 noon (New York City time) on the applicable Borrowing Date and, subject to its receipt of such Loan proceeds, such Co-Agent shall wire transfer such funds to the account specified by the Borrower in its Borrowing Request not later than 2:00 p.m. (New York City time) on such Borrowing Date. (c) While it is the intent of each of the Conduits to fund its respective Loans through the issuance of Commercial Paper Notes, the parties acknowledge that if either of the Conduits is unable, or determines that it is undesirable, to issue Commercial Paper Notes to fund all or any portion of its Loans at a CP Rate, or is unable to repay such Commercial Paper Notes upon the maturity thereof, such Conduit may sell all or any portion of its Loans (or interests therein) to its Liquidity Banks at any time pursuant to its Liquidity Agreement to finance or refinance the necessary portion of its Loans through a Liquidity Funding to the extent available. The Liquidity Fundings may be Alternate Base Rate Loans or Eurodollar Loans, or a combination thereof, selected by the Borrower in accordance with Article II. In addition, the parties acknowledge that Commercial Paper Notes are issued at a discount and at varying discount rates; accordingly, it may not be possible for all CP Rate Loans to be made in amounts precisely equal to the amounts specified in a Borrowing Request. Regardless of whether a Liquidity Funding constitutes an assignment of a Loan or the sale of one or more participations therein, each Liquidity Bank participating in a Liquidity Funding shall have the rights of a “Lender” hereunder with the same force and effect as if it had directly made a Loan to the Borrower in the amount of its Liquidity Funding. (d) Nothing herein shall be deemed to commit any Lender to make CP Rate Loans.varying

Funding Mechanics; Liquidity Fundings. (a) Prior to the VFCC Group’s Termination Date, each Each Advance hereunder shall consist of Loans made by (i) Gotham Victory and/or its the Victory Liquidity Banks, on the one hand, and/or (ii) VFCC Blue Ridge and/or its the Blue Ridge Liquidity Banks, on the other hand, and which (except for any Advance which does not increase the aggregate principal amount of the Loans outstanding) shall be made in such proportions by each Group such that, after giving effect thereto, the aggregate outstanding principal balance of the Loans outstanding from each Group shall be in proportion to such Group’s Commitment Percentage's Percentage of the aggregate outstanding principal balance of all Advances then outstanding hereunder. Any Advance which does not increase the aggregate principal amount outstanding may be funded solely by one or more of the members of each a single Group. From and after the VFCC Group’s Termination Date, each Advance hereunder shall consist of Loans made solely by Gotham and/or its Liquidity Banks. (b) Each Lender funding any Loan (or portion thereof) of an Advance shall wire transfer the principal amount thereof of its Loan to its applicable Co-Agent in immediately available funds not later than 12:00 noon 1:00 p.m. (New York City time) on the applicable Borrowing Date and, subject to its receipt of such Loan proceeds, such Co-Agent shall wire transfer such funds to the account specified by the Borrower in its Borrowing Request not later than 2:00 p.m. (New York City time) on such Borrowing Date. (c) While it is the intent of each of the Conduits to fund its respective Loans through the issuance of Commercial Paper NotesPaper, the parties acknowledge that if either of the Conduits is unable, or determines in its reasonable business judgment that it is undesirable, undesirable for any reason to issue Commercial Paper Notes to fund or maintain all or any portion of its Loans at a CP Rate, or is unable to repay such Commercial Paper Notes upon the maturity thereof, such Conduit may sell all will fund such Loan, or any a portion of its Loans (or interests therein) to its Liquidity Banks at any time pursuant to its Liquidity Agreement to finance or refinance the necessary portion of its Loans through thereof, as a Liquidity Funding to the extent availableunder its Liquidity Agreement. The Liquidity Fundings may be Alternate Base Rate Loans or Eurodollar LIBOR Loans, or a combination thereof, selected by the Borrower in accordance with Article II; provided, however, that each Liquidity Funding shall be an Alternate Base Rate Loan at least for the first two (2) Business Days after it is funded. In addition, the parties acknowledge that Commercial Paper Notes are is issued at a discount and at varying discount rates; accordingly, it may not be possible for all CP Rate Loans to be made in amounts precisely equal to the amounts specified in a Borrowing Request. Regardless of whether a Liquidity Funding constitutes an assignment of a Loan or the sale of one or more participations thereintherein or any other obtaining of funding for all or any portion of any Loan, each Liquidity Bank participating in a Liquidity Funding shall have the same rights of a “Lender” as its Conduit has hereunder with the same force and effect as if it such Liquidity Bank had directly made a Loan to the Borrower in the amount of its Liquidity Funding. (d) Nothing herein shall be deemed to commit any Lender to make CP Rate Loans.

Funding Mechanics; Liquidity Fundings. (a) Prior to the VFCC Group’s Termination Date, each Each Advance hereunder shall consist of Loans made by (i) Gotham and/or its Liquidity Banks, and/or (ii) VFCC and/or its Liquidity Banks, each Group and which (except for any Advance which does not increase the aggregate principal amount of the Loans outstanding) shall be made in such proportions by each Group such that, after giving effect thereto, the aggregate outstanding principal balance of the Loans outstanding from each Group shall be in proportion to such Group’s Commitment Percentage's Percentage of the aggregate outstanding principal balance of all Advances then outstanding hereunder. Any Advance which does not increase the aggregate principal amount outstanding may be funded solely by one or more of the members of each a single Group. From and after the VFCC Group’s Termination Date, each Advance hereunder shall consist of Loans made solely by Gotham and/or its Liquidity Banks. (b) Each Lender funding any Loan (or portion thereof) of an Advance shall wire transfer the principal amount thereof of its Loan to its applicable Co-Agent in immediately available funds not later than 12:00 noon 1:00 p.m. (New York City time) on the applicable Borrowing Date and, subject to its receipt of such Loan proceeds, such Co-Agent shall wire transfer such funds to the account specified by the Borrower in its Borrowing Request not later than 2:00 p.m. (New York City time) on such Borrowing Date. (c) While it is the intent of each of the Conduits to fund its respective Loans through the issuance of Commercial Paper NotesPaper, the parties acknowledge that if either of the Conduits any Conduit is unable, or determines in its reasonable business judgment that it is undesirable, undesirable for any reason to issue Commercial Paper Notes to fund or maintain all or any portion of its Loans at a CP Rate, or is unable to repay such Commercial Paper Notes upon the maturity thereof, such Conduit may sell all or any its related Liquidity Bank will fund such Loan, or a portion of its Loans (or interests therein) to its Liquidity Banks at any time pursuant to its Liquidity Agreement to finance or refinance the necessary portion of its Loans through thereof, as a Liquidity Funding to the extent availableFunding. The Liquidity Fundings may be Alternate Base Rate Loans or Eurodollar LIBOR Loans, or a combination thereof; provided, selected by however, that each Liquidity Funding shall be an Alternate Base Rate Loan at least for the Borrower in accordance with Article IIfirst two (2) Business Days after it is funded. In addition, the parties acknowledge that Commercial Paper Notes are is issued at a discount and at varying discount rates; accordingly, it may not be possible for all CP Rate Loans to be made in amounts precisely equal to the amounts specified in a Borrowing Request. Regardless of whether a Liquidity Funding constitutes an assignment of a Loan or the sale of one or more participations thereintherein or any other obtaining of funding for all or any portion of any Loan, each Liquidity Bank participating in a Liquidity Funding shall have the same rights of a “Lender” as its Conduit has hereunder with the same force and effect as if it such Liquidity Bank had directly made a Loan to the Borrower in the amount of its Liquidity Funding. (d) Nothing herein shall be deemed to commit any Lender to make CP Rate Loans.

Funding Mechanics; Liquidity Fundings. (a) Prior to the VFCC Group’s Termination Date, each Each Advance hereunder shall consist of Loans made by (i) Gotham from Blue Ridge and/or its Liquidity Banks, and/or (ii) VFCC and/or its Liquidity Banks, and which (except for any Advance which does not increase the aggregate principal amount of the Loans outstanding) shall be made in such proportions by each Group such that, after giving effect thereto, the aggregate outstanding principal balance of the Loans outstanding from each Group shall be in proportion to such Group’s Commitment Percentage. Any Advance which does not increase the aggregate principal amount outstanding may be funded solely by one or more of the members of each Group. From and after the VFCC Group’s Termination Date, each Advance hereunder shall consist of Loans made solely by Gotham and/or its Liquidity Banks. (b) Each Lender funding any Loan Advance (or portion thereof) shall initiate a wire transfer in the principal amount thereof of its Loan on the applicable Borrowing Date to its applicable Co-the Agent in immediately available funds not later than 12:00 noon 10:00 a.m. (New York City time) on the applicable Borrowing Date and, subject to its receipt of such Loan proceeds, such Co-the Agent shall initiate a wire transfer of such funds to the account specified by the Borrower in its Borrowing Request not later than 2:00 p.m. 11:00 a.m. (New York City time) on such Borrowing Date. (c) While it is the intent of each of the Conduits Blue Ridge to fund its respective Loans each requested Advance through the issuance of Commercial Paper Notes, the parties acknowledge that if either of the Conduits Blue Ridge is unable, or determines that it is undesirable, to issue Commercial Paper Notes to fund all or any portion of its the Loans at a CP Rate, or is unable to repay such Commercial Paper Notes upon the maturity thereof, such Conduit Blue Ridge may sell put all or any portion of its Loans (or interests therein) to its the Liquidity Banks at any time pursuant to its the Liquidity Agreement to finance or refinance the necessary portion of its Loans through a Liquidity Funding to the extent available. The Liquidity Fundings may be Alternate Base Rate Loans or Eurodollar Loans, or a combination thereof, selected by the Borrower in accordance with Article II. In addition, the parties acknowledge that Commercial Paper Notes are issued at a discount and at varying discount rates; accordingly, it may not be possible for all CP Rate Loans to be made in amounts precisely equal to the amounts specified in a Borrowing Request. Regardless of whether a Liquidity Funding constitutes an assignment of a Loan or the sale of one or more participations therein, each Liquidity Bank participating in a Liquidity Funding shall have the rights of a “"Lender” " hereunder with the same force and effect as if it had directly made a Loan to the Borrower in the amount of its Liquidity Funding. (d) Nothing herein shall be deemed to commit Blue Ridge (or any Lender other Lender) to make CP Rate Loans.

Funding Mechanics; Liquidity Fundings. (a) Prior to the VFCC Group’s Termination Date, each Each Advance hereunder shall consist of Loans made by Lenders within each Group (i) Gotham and/or its which may be made by a Conduit, one or more Liquidity Banks, and/or (iior a combination thereof) VFCC and/or its Liquidity Banks, and which (except for any Advance which does not increase the aggregate principal amount of the Loans outstanding) shall be made in such proportions by each Group such that, after giving effect thereto, the aggregate outstanding principal balance of the Loans outstanding from each Group shall be in proportion to based on such Group’s Commitment Stated Percentage. Any Advance which does not increase the aggregate principal amount outstanding may be funded solely by one or more of the members of each Lenders in a single Group. From and after the VFCC Group’s Termination Date, each Advance hereunder shall consist of Loans made solely by Gotham and/or its Liquidity Banks. (b) Each Lender funding any Loan (or portion thereof) of an Advance shall wire transfer the principal amount thereof of its Loan to its applicable Co-Agent in immediately available funds not later than 12:00 noon 1:00 p.m. (New York City time) on the applicable Borrowing Date and, subject to its receipt of such Loan proceeds, 60993798_4.DOC such Co-Agent shall wire transfer such funds to the account specified by the Borrower in its Borrowing Request not later than 2:00 p.m. (New York City time) on such Borrowing Date. (c) While it is the intent of each of the Conduits to fund its respective Loans through the issuance of Commercial Paper Promissory Notes, the parties acknowledge that if either any of the Conduits is unable, or reasonably determines that it is undesirable, undesirable for any reason to issue Commercial Paper Promissory Notes to fund or maintain all or any portion of its Loans at a CP Rate, or is unable to repay such Commercial Paper Promissory Notes upon the maturity thereof, such Conduit may sell all or any portion will avail itself of its Loans (or interests therein) to its Liquidity Banks at any time pursuant to its Liquidity Agreement to finance or refinance the necessary portion of its Loans through a Liquidity Funding under its Liquidity Agreement. It is the intent of each Liquidity Bank to the extent availablefund any Loans funded by such Liquidity Bank as Liquidity Fundings. The Liquidity Fundings may be Alternate Base Rate Loans or Eurodollar LIBOR Loans, or a combination thereof, selected by the Borrower in accordance with Article II; provided, however, that each Liquidity Funding shall be an Alternate Base Rate Loan at least for the first two (2) Business Days after it is funded. In addition, the parties acknowledge that Commercial Paper most Promissory Notes are issued at a discount and at varying discount rates; accordingly, it may not be possible for all CP Rate Loans to be made in amounts precisely equal to the amounts specified in a Borrowing Request. Regardless To the extent that a Liquidity Funding is made from a Liquidity Bank to its Conduit, regardless of whether a Liquidity Funding constitutes an assignment of a Loan or the sale of one or more participations thereintherein or any other obtaining of funding for all or any portion of any Loan, each Liquidity Bank participating in a Liquidity Funding shall have the same rights of a “Lender” as its Conduit has hereunder with the same force and effect as if it such Liquidity Bank had directly made a Loan to the Borrower in the amount of its Liquidity Funding. To the extent that a Liquidity Funding is made from a Liquidity Bank in lieu of a Loan from a Conduit, regardless of whether such Liquidity Funding was made because the Conduit in such Liquidity Bank’s Group elected to not fund such Loan or because there exists no Conduit in such Liquidity Bank’s Group, each such Liquidity Bank shall have the same rights as a Conduit would have had hereunder had a Conduit made such Loan. (d) Nothing herein shall be deemed to commit any Lender to make CP Rate Loans.