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 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 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 Each Lender agrees, subject to the terms and conditions of this Agreement, to make its Commitment available for disbursement to or on behalf of Borrower, in each case in immediately available funds by 12:00 Noon, New York City time, on the Scheduled Delivery Date in the amount set out in the Drawdown Notice. In order to facilitate the timely closing of the transactions contemplated hereby, Borrower, by delivery of the Drawdown Notice to Security Agent, instructs, subject to its rights to postpone under Section 2.2(e) below, the Lenders to wire transfer (for receipt by no later than 12:00 Noon (Frankfurt New York City time) on the date specified in each Notice Scheduled Delivery Date its Commitment by the wiring 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 to the Payment Office account of Security Agent specified in Schedule 1 hereto (the “Account”). The funds so paid by each Lender (the “Deposit”) into the Account are to be held by Security Agent for the account of such Lender. Upon the fulfillment or waiver of the Facility Agentconditions precedent set forth in Article 3 hereof, and such Lender shall instruct Security Agent to disburse the Facility Agent will make available to (I) in Deposit for application of its Commitment. Notwithstanding the case of Loans disbursed in Dollarsforegoing, if a Postponement Notice postponing 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 Scheduled Delivery Date shall have been notified received by any Security Agent by 3:30 p.m., New York City time, on the Business Day preceding the postponed Scheduled Delivery Date and if a Lender prior has not already wired its Commitment 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 dateAccount, 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 Lender shall not make its Commitment available for disbursement on the overnight Eurodollar Rate postponed Scheduled Delivery Date 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 each such Lender shall cancel, terminate or otherwise unwind its funding arrangements made in the London interbank market to make Loans hereunderfund its Commitment on the Scheduled Delivery Date, subject, however, to such Lender’s continuing commitment to fund as provided 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 Promptly after receipt of a Notice of BorrowingSyndicated Borrowing pursuant to Section 2.01(b) (or telephonic notice in lieu thereof) with respect to a Syndicated Loan, the Administrative Agent shall notify each Lender will Bank of the proposed borrowing. Each Bank shall make available its pro rata portion Share of each Borrowing requested the amount of such Loans available to the Administrative Agent in the Notice of Borrowing applicable currency by causing funds in such amount to be made on such date. All such amounts shall be made available in credited to the currency required by Section 2.02(b) in immediately available funds at the Payment Office Account of the Facility Agent, and the Facility Administrative Agent will make available to in same day funds (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)any Alternative Currency, in each case prior to 3:00 P.M. such funds as may then be customary for the settlement of international transactions in such Alternative Currency) not later than 12:00 Noon (Frankfurt Timelocal time in the city in which the Administrative Agent's Account is located) on the Funding Date. Such Loans of a Bank shall be equal to such day, Bank's pro rata Share of the aggregate amount of all such Loans requested by the applicable Borrower pursuant to the extent applicable Notice of Syndicated Borrowing. Upon satisfaction or waiver of the conditions precedent specified in Section 3.01 (in the case of the Initial Loans) and Sections 3.02 and, if applicable, 3.03 (in the case of all Loans) the Administrative Agent shall make the proceeds of such Loans available to the applicable Borrower by causing an amount of funds actually equal to the proceeds of all such Loans received by the Facility Administrative Agent prior to 12:00 Noon be credited to the Account of such Borrower in same day funds (Frankfurt Timeor, in the case of any Alternative Currency, in such funds as may then be customary for the settlement of international transactions in such Alternative Currency). In the case of a proposed Borrowing consisting of Eurocurrency Rate Loans in an Alternative Currency, each Bank shall be obligated (subject to the satisfaction of all conditions precedent as specified in Article 3 of this Agreement) to make its Eurocurrency Rate Loan in the requested Alternative Currency unless such Bank shall deliver to the Administrative Agent not later than 11:00 A.M. (New York City time) on the third Business Day before the requested date of such dayBorrowing a notice that it is unable to fund its pro rata Share of such Borrowing in such currency, in which notice shall be notified immediately by the Administrative Agent to the requesting Borrower. If any Bank shall have so provided to the Administrative Agent such notice, the Administrative Agent shall promptly notify the requesting Borrower and each case at Bank that a Bank has provided such notice, whereupon such Borrower may, by notice to the Payment Office in Administrative Agent not later than 2:00 P.M. (New York City time) on the account(s) specified in third Business Day before the applicable requested date of such Eurocurrency Rate Loan, withdraw the Notice of Borrowing relating to such Borrowing. If the requesting Borrower does so withdraw such Notice of Borrowing, the Borrowing requested in such Notice of Borrowing shall not occur and the Administrative Agent shall promptly so notify each Bank. If the requesting Borrower does not so withdraw such Notice of Borrowing, the Administrative Agent shall promptly so notify each Bank and such Notice of Borrowing shall be deemed to be a Notice of Borrowing which requests a Eurocurrency Rate Loan denominated in Dollars in an aggregate amount equal to the Currency Equivalent in Dollars of the amounts so made available amount of such Alternative Currency specified in such Notice of Borrowing; and in such notice by the LendersAdministrative Agent to each Bank the Administrative Agent shall state such aggregate amount of Dollars and such Bank's pro rata Share of such Eurocurrency Rate Loan. Unless Except as set forth in the Facility immediately preceding paragraph, unless the Administrative Agent shall have been notified by any Lender Bank (which notice may be telephonic, confirmed promptly in writing) prior to the date any Funding Date in respect of Borrowing any Syndicated Loan that such Lender Bank does not intend to make available to the Facility Administrative Agent such Lender’s portion pro rata Share of any Borrowing to be made such Loan on such dateFunding 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 Funding Date and the Facility Administrative Agent in its sole discretion may, in reliance upon such assumptionbut shall not be obligated to, make available to the applicable Borrower a corresponding amountamount on such Funding Date. If such corresponding amount is not in fact made available to the Facility Administrative Agent by such LenderBank, the Facility Administrative Agent shall be entitled to recover such corresponding amount on prompt demand from such LenderBank together with interest thereon, for each day from such Funding Date until the date such amount is paid to the Administrative Agent at the customary rate set by the Administrative Agent for the correction of errors among banks for three Business Days and thereafter at the Base Rate. 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 applicable Borrower and the such Borrower shall immediately pay such corresponding amount to the Facility Administrative 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 2.01(c) 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 such 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 City 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. (New York City time) on the date specified pursuant to Section 2.03(b)(i) or (y) in the case of Mandatory Borrowings, no later than 10:00 A.M. (New York City time) on the date specified in Section 2.01(c)), each Lender with a Revolving Loan Commitment of the respective Tranche 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 Dollars (in the currency required by Section 2.02(bcase of Dollar Denominated Loans), in Euros (in the case of Euro Denominated Loans) or in Sterling (in the case of Sterling Denominated Loans) and in immediately available funds at the Payment Office of the Facility AgentOffice, and the Facility Administrative Agent will make available to (I) will, except in the case of Revolving Loans disbursed in Dollarsmade pursuant to a Mandatory Borrowing, make available to 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 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 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 and the 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 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 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 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 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 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 proceeds from the sale of Securities equal the Minimum Offering (Frankfurt time) on excluding proceeds received from Pennsylvania Investors, New York Investors and Washington 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 Offering 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 (as defined in Section 7), 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, 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 Offering 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 4, 5 and 6, 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 B 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 Offering 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 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 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 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. (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. 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 hereunderRevolving Loans.

Disbursement of Funds. No Not later than 12:00 Noon 2:00 P.M. (Frankfurt New York City time), except in the case of Alternate Currency Loans, not later than 10:00 A.M. (New York City 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 City time) on the date specified pursuant to Section 2.3(b)(i) or (y) in the case of Mandatory Borrowings, not later than 2:00 P.M. (New York City time) on the date specified in Section 2.1(d)), each Lender with a Commitment of the respective Tranche will make available its pro rata portion (determined in accordance with Section 2.8) 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 or an Alternate Currency, as applicable, and in immediately available funds at the Payment Office of the Facility AgentOffice, and the Facility Administrative Agent will make available to (I) will, except in the case of Revolving Loans disbursed in Dollarsmade pursuant to a Mandatory Borrowing, make available to 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 either Holdings or the Borrower may specify in writing prior to the account(s) specified in the applicable Notice of BorrowingClosing Date, 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 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 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 and the Borrower shall immediately promptly 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 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 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 for the first three (3) days and at the interest rate otherwise applicable to such Loans for each day thereafter (or, in the case of Sterling Denominated Loans or Euro Denominated Loans, the cost to the Administrative Agent of acquiring overnight Eurodollar Rate funds in Pounds Sterling or Euros as the case may be) and (ii) if recovered from the Borrower, the rate of interest applicable to the respective Borrowing, as determined pursuant to Section 2.062.9. Nothing in this Section 2.04 2.5 shall be deemed to relieve any Lender from its obligation to make Loans hereunder or to prejudice any rights which that 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 3:00 P.M. (Frankfurt New York City 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 City time) on the date specified pursuant to Section 2.03(b) or (y) in the case of Mandatory Borrowings, no later than 3:00 P.M. (New York City time) 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 U.S. Dollars (in the currency required by Section 2.02(bcase of Loans denominated in U.S. Dollars), in Euros (in the case of Euro Denominated Loans) or in the applicable Acceptable Foreign Currency (in the case of Foreign Currency Denominated Loans), as the case may be, and in immediately available funds at the Payment Office of the Facility AgentOffice, and the Facility Administrative Agent will make available to (I) will, except in the case of Revolving Loans disbursed made pursuant to a Mandatory Borrowing or as otherwise provided in Dollars, the Borrower (and/or its designee(slast sentence of Section 3.05(a), make available to the extent possible and relevant Borrower or Borrowers to such account as the applicable Borrower or Borrowers may specify in writing 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 Borrowingrequested Borrowing date, 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 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 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 relevant Borrower or Borrowers shall immediately promptly (but in any event within one Business Day) 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 relevant 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, in the case of Euro Denominated Loans or Foreign Currency Denominated Loans, the cost to the Administrative Agent of acquiring overnight funds in the applicable Foreign Currency) 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.

Disbursement of Funds. (a) 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 (i) in the case of Revolving Loans that are Base Rate Loans that are to be made on same day notice, no later than 2:00 P.M. (New York City time) on the date specified pursuant to Section 2.03(a), (ii) in the case of Swingline Loans, no later than 2:00 P.M. (New York City time) on the date specified pursuant to Section 2.03(b) or (iii) in the case of Mandatory Borrowings, no later than 1:00 P.M. (New York City time) 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 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 Borrowers at the Payment Office Office, or to such other account as the Company may specify in writing prior to the account(s) specified in the applicable Notice of BorrowingEffective Date, 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 Borrowers as otherwise provided above. 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 portion of any Borrowing to be made on such dateBorrowing, the Facility Administrative Agent may assume that such Lender has made such amount available to the Facility Administrative Agent on such the date of such 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 Borrowers, and the Borrower Borrowers shall immediately pay repay such corresponding amount to the Facility AgentAdministrative Agent within one Business Day. The Facility Administrative Agent also shall also be entitled to recover on demand from such Lender or the BorrowerBorrowers, 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 Borrowers until the date such corresponding amount is recovered by the Facility Administrative Agent, at a rate per annum equal to (iA) if recovered from such Lender, the overnight Federal Funds Effective Rate for the first three days and at the overnight Eurodollar Rate interest rate otherwise applicable to such Loans for each day thereafter and (iiB) if recovered from the BorrowerBorrowers, 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.

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 Not later than 12:00 Noon 1:00 P.M. (Frankfurt New York time) on the date specified in each Notice of Borrowing, each Lender with a Commitment under the respective Tranche will make available its pro rata portion (determined in accordance with Section 1.07) of each 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 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 applicable 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 or such other location as may be reasonably satisfactory to the account(s) Administrative Agent and specified in the applicable relevant Notice of Borrowing, Borrowing the aggregate of the amounts so made available by the LendersLenders prior to 1:00 P.M. (New York time) on such day to the extent of funds actually received by the Administrative Agent prior to such time on such day (provided that on the Amendment No. 4 Effective Date (i) the proceeds of the Tranche B-2 Term Loans shall be applied, first, to repay in full the Tranche B-1 Term Loans (as defined in this Agreement immediately prior to giving effect to Amendment No. 4) other than Converted Term Loans together with all accrued and unpaid interest on all of the Tranche B-1 Term Loans (including Converted Term Loans) and thereafter, shall be made available to the U.S. Borrower and (ii) the proceeds of the Tranche C-2 Term Loans shall be applied, first, to repay in full the Tranche C-1 Term Loans (as defined in this Agreement immediately prior to giving effect to Amendment No. 4) other than the Converted Term Loans together with all accrued and unpaid interest on all of the Tranche C-1 Term Loans (including Converted Term Loans) and thereafter, shall be made available to the Bermuda Borrower). 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 to pay immediately such corresponding amount to the Administrative Agent 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 Borrower, as the case may be, relevant 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 relevant 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 and (ii) if recovered from the relevant Borrower, the rate of interest applicable to the respective relevant Borrowing, as determined pursuant to Section 2.061.08. Nothing in this Section 2.04 1.04 shall be deemed to relieve any Lender from its obligation to make Loans hereunder or to prejudice any rights which the a 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 (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 2:00 P.M. (Frankfurt London time) on the date specified in each Notice of Borrowing, each Lender Lender, subject to Section 15, 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 date. All such amounts shall will be made available in U.S. Dollars (in the currency required by Section 2.02(bcase of U.S. Dollar Loans), in Australian Dollars (in the case of Australian Dollar Loans), in Pounds Sterling (in the case of Sterling Loans) or Euros (in the case of Euro Loans), as the case may be, and in immediately available funds at the Payment Office of the Facility AgentOffice, and the Facility 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 or Borrowers 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 Administrative Agent and 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 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 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 relevant Borrower or Borrowers, and the relevant Borrower or Borrowers shall immediately pay such corresponding amount to the Facility Agent. The Facility 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 Agent to the relevant Borrower or Borrowers 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, the overnight Federal Funds Rate (or, in the case of Australian Dollar Loans, Sterling Loans or Euro Loans, the cost to the Facility Agent of acquiring overnight funds in Australian Dollars, Pounds Sterling or Euros, as the case may be) 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. Notwithstanding this Section 2.04 and subject to the provisions of Section 15, (x) the Fronting Lender shall be obligated to make each Participating Specified Foreign Currency Lender’s pro rata portion of a Specified Foreign Currency Loan and (y) each Participating Specified Foreign Currency Lender shall not be obligated to make its pro rata portion of a Specified Foreign Currency Loan.

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 New York time) on the date specified in each Notice of Borrowing, each Lender Bank with a Commitment of the respective Tranche will make available its pro rata portion (determined in accordance with Section 1.07) of each 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 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 LendersBanks. Unless the Facility Agent shall have been notified in writing 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 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 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 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 cost to the Agent of acquiring overnight Eurodollar Rate federal funds and (ii) if recovered from the Borrower, the rate of interest applicable to the respective Borrowing, as determined pursuant to Section 2.061.08. Nothing in this Section 2.04 1.04 shall be deemed to relieve any Lender Bank from its obligation to make Loans hereunder or to prejudice any rights which the Borrower may have against any Lender Bank as a result of any failure by such Lender Bank to make Loans hereunder.

Disbursement of Funds. (a) 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 (x) in the case of Swingline Loans, no later than 4:00 P.M. (New York City time) on the date specified pursuant to Section 2.03(b) or (y) in the case of Mandatory Borrowings, no later than 1:00 P.M. (New York City time) on the date specified in Section 2.01(a)), each Lender under the respective Tranche, subject to Section 15, will make available its pro rata portion (determined in accordance with Section 2.07) of each such Borrowing under such Tranche requested in the Notice of Borrowing to be made on such date. All such amounts shall will be made available in U.S. Dollars (in the currency required by Section 2.02(bcase of U.S. Dollar Denominated Loans) or in Canadian Dollars (in the case of Canadian Dollar Denominated Loans), as the case may be, 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 or Borrowers 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 LendersLenders under the respective Tranche (or in the case of Swingline Loans, the Swingline Lender will make available the full amount thereof). Unless the Facility Administrative Agent shall have been notified by any Lender under the respective Tranche prior to the date of Borrowing under such Tranche that such Lender does not intend to make available to the Facility Administrative Agent such Lender’s portion of any Borrowing under such Tranche 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 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 relevant Borrower or Borrowers shall immediately promptly (but no later than one Business Day following such notice) 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 relevant 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, in the case of Canadian Dollar Denominated Loans, the cost to the Administrative Agent of acquiring overnight funds in Canadian Dollars) 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 2.04(a) shall be deemed to relieve any Lender under a Tranche from its obligation to make Loans hereunder under such Tranche or to prejudice any rights which the any Borrower may have against any Lender under a Tranche as a result of any failure by such Lender to make Loans hereunderhereunder under such Tranche. Notwithstanding this Section 2.04(a) and subject to the provisions of Section 15, (x) the Fronting Lender shall be obligated to make each Participating Specified Foreign Currency Lender’s pro rata portion of a Specified Foreign Currency Loan and (y) each Participating Specified Foreign Currency Lender shall not be obligated to make its pro rata portion of a Specified Foreign Currency Loan.

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 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 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 (a) Not later than 12:00 Noon 1:00 P.M. (Frankfurt New York time) on the date specified in each Notice of Borrowing, 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 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 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 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 applicable 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 applicable 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 Borrowers, and the Borrower Borrowers shall immediately pay such corresponding amount to the Facility Agent, which payment may be made, subject to the terms and conditions of this Agreement, from the proceeds of a Loan. The Facility Agent shall also be entitled to recover on demand from such the Lender or the BorrowerBorrowers, 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 Borrowers 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 BorrowerBorrowers, the then applicable rate of interest applicable to the respective Borrowinginterest, as determined pursuant to calculated in accordance with 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 hereunder1.08.

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. 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 hereunderLoans.

Disbursement of Funds. All Term Loans and Revolving Loans shall be made by Lenders simultaneously and proportionately to their respective Pro Rata Shares, it being understood that, except as provided in the succeeding sentence, (i) neither Administrative Agent nor any Lender shall be responsible for any default by any other Lender in that other Lender’s obligation to make a Loan requested hereunder nor (ii) shall the amount of the Commitment of any Lender to make the particular type of Loan requested 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. Anything to the contrary herein notwithstanding, if the conditions set forth in subsection 4.2 have been satisfied or waived and any Lender fails to timely make its Pro Rata Share of the Loans requested by Company to be made on the date on which the Merger is scheduled to occur (such Loans, the “Defaulted Loans”), Wxxxx Fargo shall make Loans to Company in an amount equal to the Defaulted Loans. In such event, such Lender which has failed to fund its Loans shall be deemed to have assigned its Commitments to Wxxxx Fargo. No such funding of Defaulted Loans by Wxxxx Fargo shall relieve any Lender that has failed to fund its Loans from liability to Company or Wxxxx Fargo. Promptly after receipt by Administrative Agent of a Notice of Borrowing pursuant to subsection 2.1B (or telephonic notice in lieu thereof), Administrative Agent shall notify each Lender for that type of Loan or Swing Line Lender, as the case may be, of the proposed borrowing. Each such Lender (other than Swing Line Lender) shall make the amount of its Loan available to Administrative Agent not later than 12:00 Noon 1:00 p.m. (Frankfurt San Francisco time) on the date applicable Funding Date (provided that with respect to Loans made on the Closing Date, such time shall be 10:00 a.m. (San Francisco time), and Swing Line Lender shall make the amount of its Swing Line Loan available to Administrative Agent not later than 2:00 p.m. (San Francisco time) on the applicable Funding Date, in each case in same day funds in Dollars, at the Funding and Payment Office. Except as provided in subsection 2.1A(iv) and subsection 3.3B with respect to Revolving Loans used to repay Refunded Swing Line Loans or 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 4.2 (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 4.3 (II) in the case of all Loans disbursed other than Loans made on the Closing Date), Administrative Agent shall make the proceeds of such Loans available to Company on the applicable Funding Date by causing an amount of same day funds in EuroDollars equal to the proceeds of all such Loans received by Administrative Agent from Lenders (and all Loans required to be made by Wxxxx Fargo on the Closing Date as a result of Defaulted Loans) to be credited to the account of Company at the Funding and Payment Office; provided, designee(s) however, that if an Escrow is established pursuant to subsection 4.2N(iii), Administrative Agent, shall deposit in the Escrow proceeds of the Borrower (Tranche B Term Loans made on the Closing Date in an amount equal to the extent any such designee is Cash Merger Consideration that would have been payable in respect of all Dissenting Common Stock (the Yard or, in “Escrowed Term Loans”). The Escrowed Term Loans shall be released from the case Escrow on the earlier of (i) the settlement or resolution of the Hermes Premium, Hermes), appraisal proceedings with respect to any particular holder of Dissenting Common Stock in each case prior to 3:00 P.M. (Frankfurt Time) on such day, proportion to the extent amount of funds actually received by Dissenting Common Stock for which such resolution or settlement relates and (ii) 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 one year anniversary of the amounts so made available by the LendersClosing Date. Unless the Facility Administrative Agent shall have been notified by any Lender prior to the date of Borrowing a Funding Date that such Lender does not intend to make available to Administrative Agent the Facility Agent amount of such Lender’s portion of any Borrowing to be made Loan requested on such dateFunding 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 Funding Date and the Facility Administrative Agent may, in reliance upon such assumptionits sole discretion, but, except in the case of Defaulted Loans, 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 Administrative Agent by such Lender, the Facility Administrative 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 Administrative Agent, at the customary rate set by Administrative Agent for the correction of errors among banks for three Business Days and thereafter at the Base Rate. 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 Company and the Borrower Company shall immediately pay such corresponding amount to the Facility Agent. The Facility Administrative 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 Administrative 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 payable under this Agreement for Base Rate Loans; provided that this sentence shall not apply to the respective Borrowing, as determined pursuant to Section 2.06Defaulted 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 Commitments 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 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. (i) No later than 12:00 Noon (Frankfurt time) on the date specified in each Notice of Borrowing--------------------- Closing Date, each Lender will make available its pro rata portion share of each Borrowing the Initial --- ---- Loan requested in the Notice of Borrowing to be made on such datedate in the manner provided below. All such amounts shall be made available to the Arranger 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 Arranger 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(or to such other account or accounts or Persons as Borrower may designate) 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 Arranger shall have been notified by any Lender prior to the date of Borrowing Closing Date that such Lender does not intend to make available to the Facility Agent such Lender’s Arranger its portion of any Borrowing the Initial Loan to be made on such date, the Facility Agent Arranger may assume that such Lender has made such amount available to the Facility Agent Arranger on such date of Borrowing date, and the Facility Agent mayArranger, 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 Arranger by such LenderLender and the Arranger has made same available to Borrower, the Facility Agent Arranger 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 Arranger's demand therefor, the Facility Agent Arranger shall promptly notify the Borrower Borrower, and the Borrower shall immediately pay such corresponding amount to the Facility AgentArranger. The Facility Agent Arranger 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 Arranger to the Borrower until to the date such corresponding amount is recovered by the Facility AgentArranger, 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 the paid by Borrower, the then applicable rate of interest applicable to on 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 hereunderLoans.

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 As of the Closing Date, any Loans outstanding under the Existing Agreement shall be repaid with Loan proceeds disbursed hereunder, with each Lender having funded a portion of such Loan proceeds in an amount equal to its Pro Rata Share thereof, and Borrower shall be obligated under the Existing Agreement to compensate each Lender (as defined in the Existing Agreement) for any amounts payable thereunder with respect to the prepayment of a LIBOR Rate Loan under the Existing Agreement on a day other than the last day of the Interest Period (as defined in the Existing Agreement) applicable thereto. 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 Section 2.1.2 (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 2:00 P.M. 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. 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 Sections 3.1 (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 Equivalentfirst Funding Date) and 3.2 (II) in the case of all Loans), the Agent shall make the proceeds of such Loans disbursed in Euro, designee(s) of the Borrower (available to the extent any such designee is applicable Borrower on the Yard or, applicable Funding Date by causing an amount of same day funds (in the case of the Hermes Premium, Hermes), in each case prior to 3:00 P.M. (Frankfurt TimeDollars) on such day, equal to the extent proceeds of funds actually all such 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 account designated 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 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 2.3 shall be deemed to relieve any Lender from its obligation to make Loans fulfill its Commitment hereunder or to prejudice any rights which the that Borrower 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 All Revolving Loans under this Agreement shall be made by the date specified Lenders simultaneously and in each Notice proportion to their respective Pro Rata Shares, it being understood that no Lender shall be responsible for any default by any Defaulting Lender in that Defaulting Lender's obligation to make a Revolving Loan requested hereunder nor shall the Commitment of Borrowing, each any Lender will to make available its pro rata portion the particular type of each Borrowing Loan requested be increased or decreased as a result of a default by any Defaulting Lender in that Defaulting Lender's obligation to make a Loan requested hereunder. Promptly after receipt by the Agent of a Notice of Borrowing pursuant 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 Revolving 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 Revolving 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 all or part of 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 Defaulted Amount on demand from such LenderDefaulting Lender together with interest thereon, for each day from such Funding Date until the date such Defaulted Amount is paid to the Agent at the Federal Funds Effective Rate for three Business Days, and thereafter at the Base Rate. If such Defaulting Lender does not pay such corresponding amount Defaulted 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 Defaulted Amount to the Facility Agent together with interest thereon, for each day from such Funding Date until the date such Defaulted Amount is paid to the Agent, at the Base Rate. The Facility If such Lender pays to the Agent the Defaulted Amount, such amount so paid shall constitute a Revolving Loan, and the Agent shall also be entitled promptly return to recover on demand from such Lender or the Borrower, as the case may be, interest on Company such corresponding amount in respect of each same 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 2.06funds. Nothing in this Section 2.04 subsection 2.1C shall be deemed to relieve any Lender from its obligation to make Loans fulfill its Revolving Loan 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 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. 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 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 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 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. 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 by such Lender to make any Loan or Loans hereunder.as provided herein; or

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. 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 hereunderLoans.

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 3:00 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(D)), each Lender Bank with a Commitment under the respective Tranche (or each Dollar Facility Bank required to make Dollar Facility Revolving Loans pursuant to a Mandatory Borrowing) will make available its pro rata portion (determined in accordance with Section 1.07) 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 Bank shall make available the full amount thereof). All such amounts shall be made available in Dollars (in the currency required by Section 2.02(bcase of Dollar Denominated Loans) or Euros (in the case of Euro Denominated Revolving Loans), as the case may be, and in immediately available funds at the Payment Office of the Facility Agent, and the Facility Agent will make available to the Company at the Payment Office (I) or to the Swingline Bank 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 EquivalentMandatory Borrowing) 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. 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 mayAgent, in reliance upon such assumption, may (in its sole discretion and without any obligation to do so) 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 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 later than 12:00 Noon Agent may, on behalf of the Lenders, make such disbursements and advances (Frankfurt time"AGENT ADVANCES") pursuant to this Agreement and the Related Documents which Agent, in its sole discretion, deems necessary or desirable to preserve or protect the Collateral, or any portion thereof, in order to enhance the likelihood of, or maximize the amount of, repayment by Borrower, or any guarantor or other Person, of the Loans and other Liabilities or to pay any other amount chargeable to Borrower pursuant to the terms of this Agreement, including, without limitation, costs, fees and expenses as described in Section 14.4. Agent Advances shall be repayable on demand and be secured by the Collateral. Agent Advances shall constitute Revolving Loans and shall otherwise constitute Liabilities to pay principal hereunder and shall bear interest at the rate applicable to the Revolving Loans. Agent shall notify each Lender in writing of each such Agent Advance, which notice shall include a description of the purpose of such Agent Advance. Without limitation of any of its obligations under this Agreement, each Lender agrees that it shall make available to Agent, upon Agent's demand, in immediately available funds, an amount equal to such Lender's Pro Rata Share of each such Agent Advance. If such funds are not made available to Agent by such Lender within one (1) Business Day after Agent's demand therefor, Agent will be entitled to recover any such amount from such Lender together with interest thereon at the Federal Funds Rate for each day during the period commencing on the date specified in each Notice of Borrowingsuch demand and ending on the date such amount is received. Each Lender shall reimburse Agent on demand for all Loans disbursed on its behalf by Agent, or if Agent so requests, each Lender will make available remit to Agent its pro rata portion Pro Rata Share of each Borrowing requested in the Notice of Borrowing any Loan before Agent disburses same to be made on such dateBorrower. 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 If any Lender prior fails to pay the date amount 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 its Pro Rata Share forthwith upon the Facility Agent’s demand therefor's demand, the Facility Agent shall promptly notify the Borrower 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 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 15.4 shall be deemed to require Agent to advance funds on behalf of any Lender or to relieve any Lender from its obligation to make Loans fulfill its Commitments hereunder or to prejudice any rights which the that Borrower 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 New York 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. (New York time) on the date specified pursuant to 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 will make available its pro rata PRO RATA portion (determined in accordance with Section 1.07) 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 Office, and, except for Revolving Loans made pursuant to a Mandatory Borrowing, the Facility Agent, and the Facility Agent will make available to (I) in the case of Loans disbursed in Dollars, the respective 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 '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 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 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 respective Borrower and the such Borrower shall immediately pay such corresponding amount to the Facility Agent. The Facility Agent also 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 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 such Borrower, the rate of interest applicable to the respective Borrowing, as determined pursuant to Section 2.061.08. Nothing in this Section 2.04 1.04 shall be deemed to relieve any Lender from its obligation to make Loans hereunder or to prejudice any rights which the respective 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 11:00 A.M. (Frankfurt New York time) on the date specified in each Notice of BorrowingBorrowing Date, each Lender will make available its pro rata portion share of each Borrowing the Initial Loan requested in the Notice of Borrowing to be made on such datedate in the manner provided below. All such amounts shall be made available to the Agents in the currency required by Section 2.02(b) in Dollars and immediately available funds at the Payment Office of the Facility Agent, and the Facility Agent Agents promptly will make available to the Company (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 Loans) by depositing 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 its account at the Payment Office and/or to the paying agent (in the account(scase of an Election) to an account specified by the Company in the applicable Notice of Borrowing, Borrowing the aggregate of the amounts so made available by in the Lenderstype of funds received. Unless the Facility Agent Agents shall have been notified by any Lender prior to the date of applicable Borrowing Date that such Lender does not intend to make available to the Facility Agent such Lender’s Agents its portion of any Borrowing the Initial Loan (or the funds required to purchase Purchased Notes under the Election) to be made on such date, the Facility Agent Agents may assume that such Lender has made such amount available to the Facility Agent Agents on such date of Borrowing date, and the Facility Agent mayAgents, in reliance upon such assumption, may (in their sole discretion and without any obligation to do so) make available to the Borrower Company a corresponding amount. If such corresponding amount is not in fact made available to the Facility Agent Agents by such LenderLender and the Agents have made the same available to the Company, the Facility Agent Agents 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 Agents' demand therefor, the Facility Agent Agents shall promptly notify the Borrower Company, and the Borrower Company shall immediately pay such corresponding amount to the Facility AgentAgents. The Facility Agent Agents shall also be entitled to recover on demand from such Lender 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 Agents to the Borrower until Company to the date such corresponding amount is recovered by the Facility AgentAgents, 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 BorrowerCompany, the then applicable rate of interest applicable to on 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 hereunderLoans.

Disbursement of Funds. No later than 12:00 Noon On a weekly basis (Frankfurt time) on and more frequently if requested by the date specified in each Notice of BorrowingCompany), 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 Escrow Agent shall be made available in notify the currency required by Section 2.02(b) in immediately available funds at Company and the Payment Office Dealer Manager 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) amount of the Borrower (to the extent any such designee is the Yard or, in the case funds received hereunder. If payments 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 Minimum Amount or more for Shares are obtained 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 time 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 (as defined in Section 6), 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 the Borrower Dealer Manager, and upon the Company’s and Dealer Manager’s delivering a joint written notice (the “Disbursement Notice”) attached as Exhibit B signed jointly by two Authorized Persons (as defined in Section 12(q)) of the Company, stating that is has received and accepted subscription agreements for the Minimum Amount of Shares, then the Escrow Agent shall immediately disburse to the Company, by check or wire transfer, the funds in the Escrow Account representing the gross purchase price for the Stock, and any interest earned thereon at prevailing market rates and calculated pursuant to the provisions of Section 5. The Company shall determine the amount of interest due to each subscriber and promptly following a Disbursement Notice shall itself pay such corresponding amount interest to subscribers. Following such disbursements, the Escrow Account shall close and thereafter Escrow Agent shall forward directly to the Facility AgentCompany upon receipt by Escrow Agent of any subscription documents and instruments of payment received by Escrow Agent from subscribers. If the Minimum Amount of proceeds has not been obtained and delivered prior to the Termination Date, the Escrow Agent shall, within a reasonable time following the Termination Date, but in no event more than thirty (30) days after the Termination Date, refund to each investor at the address appearing on the List of Investors, or at such other address as shall be furnished to the Escrow Agent by the investor in writing, all sums paid by the investor pursuant to his subscription agreement for Shares, together with the interest accrued on such funds in the Escrow Account, and shall then notify the Company in writing of such refunds. If the Company rejects any subscription for which the Escrow Agent has already collected funds, the Escrow Agent shall, upon the written request of the Company, promptly issue a refund check to the rejected subscriber. If the Company rejects any subscription for which the Escrow Agent has not yet collected funds but has submitted the subscriber’s check for collection, the Escrow Agent shall promptly issue a check in the amount of the subscriber’s check to the rejected subscriber after the Escrow Agent has cleared such funds. If the Escrow Agent has not yet submitted a rejected subscriber’s check for collection, the Escrow Agent shall promptly remit the subscriber’s check directly to the subscriber. Any check to be drawn on the Escrow Account will be either a cashier’s check or a bank check of Boston Private Bank & Trust Company. In addition to any other compensation owed to the Escrow Agent under the terms of this Agreement, the Company shall pay the Escrow Agent a fee of Ten U.S. Dollars ($10.00) for each such check drawn on the Escrow Account. In addition to any other compensation owed to the Escrow Agent under the terms of this Agreement, the Company shall pay the Escrow Agent a fee of Fifteen U.S. Dollars ($15.00) for each wire transfer out of the Escrow Account. The Facility Agent shall also be entitled Company agrees to recover on demand from make such Lender or payment within five (5) business days of the Borrower, as the case may be, interest on such corresponding amount in respect Escrow Agent’s issuance of each day from the date such corresponding amount was made available by the Facility Agent to the Borrower until the date check or sending of each 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 hereunderwire transfer.

Disbursement of Funds. No later than 12:00 Noon (Frankfurt From time to 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 and at the Payment Office end of the Facility Agent, and third business day following the Facility Agent will make available to Minimum Amount Date (I) as defined in the case of Loans disbursed in Dollars, the Borrower (and/or its designee(sparagraph 5 hereof), 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) HERITAGE WEST shall notify MOUNTAIN STATES of the Borrower (to amount of Investors Funds received hereunder. If the extent Minimum Amount or more, as defined herein, is obtained at 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 time prior to the date of Borrowing that such Lender does not intend to make available Minimum Amount Date and HERITAGE WEST has received reasonable assurances from Valley Bank as to the Facility Agent such Lender’s portion of any Borrowing to be made "available funds" on such datedeposit in the Separate Account, then HERITAGE WEST shall pay out the Facility Agent may assume that such Lender Separate Account funds and all earnings thereon when and as directed by MOUNTAIN STATES. For Investor Funds placed in the Separate Account by HERITAGE WEST after the Minimum Amount has made such amount available to the Facility Agent on such date of Borrowing and the Facility Agent maybeen disbursed, 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 HERITAGE WEST 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 direct Valley Bank to (i) if recovered from such Lenderadd the appropriate officers of MOUNTAIN STATES as signators to the Separate Account, at the overnight Eurodollar Rate and (ii) if recovered from remove the Borrower, the rate of interest applicable HERITAGE WEST signators to the respective BorrowingSeparate Account, whereby MOUNTAIN STATES shall have the capacity and authority to pay out the Separate Account funds once the Minimum Amount has been disbursed by HERITAGE WEST. If the Minimum Amount has not been obtained prior to the Minimum Amount Date, HERITAGE WEST shall, within a reasonable time following the Minimum Amount Date, but in no event more than thirty (30) days after the Minimum Amount Date, refund to each of the Investors at the address appearing on the list of Investors, or at such other address as determined shall be furnished to HERITAGE WEST by the Investors in writing, all sums paid by the Investors pursuant to Section 2.06their subscription agreements for New Notes, without any interest earned therefrom, and shall then notify MOUNTAIN STATES in writing of such refunds. Nothing Interest earned on Investor Funds placed in this Section 2.04 the Separate Account shall be deemed paid 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 hereunderMOUNTAIN STATES.

Disbursement of Funds. No later than 12:00 Noon (Frankfurt New York time) on the date specified in each Notice of Borrowing, each Lender Bank with a Commitment of the respective Tranche will make available its pro rata portion (determined in accordance with Section 1.07) of each 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 Payment Office of the Facility AgentOffice, 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 LendersBanks. Unless the Facility Agent shall have been notified in writing 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 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 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 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 cost to the Agent of acquiring overnight Eurodollar Rate federal funds and (ii) if recovered from the Borrower, the rate of interest applicable to the respective Borrowing, as determined pursuant to Section 2.061.08. Nothing in this Section 2.04 1.04 shall be deemed to relieve any Lender Bank from its obligation to make Loans hereunder here- under or to prejudice any rights which the Borrower may have against any Lender Bank as a result of any failure by such Lender Bank to make Loans hereunder.

Disbursement of Funds. No (i) If notice of Advances is provided in accordance with Section 2.1(e)(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 receipt by Agent from one or more Lenders of funds representing such Lender's or Lenders' Pro Rata Percentage of the Advance in question. 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 dateAgent, 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 Agent may have against any Lender as a result of any Lender's failure by such Lender to make any Loan or Loans hereunder.as provided herein; or

Disbursement of Funds. (a) No later than 12:00 Noon 1:00 P.M. (Frankfurt New York time) on the date specified in each a Notice of Borrowing, each Lender Bank with a Commitment under the respective Facility will make available its pro rata portion PRO RATA share (as provided in Section 1.07) of each Borrowing requested in the Notice of Borrowing to be made on such date (other than in respect of any AR Loans being continued on such date) 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 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 Effective 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. 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 hereunderLoans.

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 Subject 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 fulfillment or waiver of the Facility Agentconditions set forth in Section 7.2, and the Facility Agent will make available to (Ia) 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 US Agent may, in reliance upon on behalf of US Lenders, disburse funds to US Borrowers for US Revolving Credit Advances requested and (b) Netherlands Agent may, on behalf of Netherlands Lenders, disburse funds to Netherlands Borrowers for Netherlands Revolving Credit Advances requested. In either such assumptioncase, make available to the Borrower a corresponding amount. If such corresponding amount is not in fact made available to the Facility each US Lender or Netherlands Lender shall reimburse Applicable 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 for all funds disbursed on its behalf by Applicable Agent’s demand therefor, the Facility or if Applicable 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 so requests, each US Lender or the BorrowerNetherlands Lender, as the case may be, interest will remit to Applicable Agent its Pro Rata Share of any US Revolving Credit Advances or Netherlands Revolving Credit Advance, as the case may be, before Applicable Agent disburses same to US Borrowers or Netherlands Borrowers as the case may be. If Applicable Agent elects to require that each US Lender or Netherlands Lender, as the case may be, make funds available to Applicable Agent prior to a disbursement by Applicable Agent to US Borrowers or Netherlands Borrowers, as the case may be, Applicable Agent shall advise each US Lender or Netherlands Lender, as the case may be, by telephone or fax of the amount of such Lender’s Pro Rata Share of the Loan requested by Applicable Borrower Representative no later than 12:00 noon (New York time) on the Funding Date applicable thereto (in the case of US Revolving Credit Advances) and 11:00 a.m. (London time) on the Funding Date applicable thereto (in the case of Netherlands Revolving Credit Advances), and each such Lender shall pay Applicable Agent such Lender’s Pro Rata Share of such requested Loan, in same day funds, by wire transfer to Applicable Agent’s account on such corresponding Funding Date. If any Lender fails to pay the amount in respect of each day from the date such corresponding amount was made available by the Facility its Pro Rata Share within one (1) Business Day after Applicable Agent’s demand, Applicable Agent to the shall promptly notify Applicable Borrower until the date such corresponding amount is recovered by the Facility AgentRepresentative, 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 BorrowingUS Borrowers or Netherlands Borrowers, as determined the case may be, shall immediately repay such amount to Applicable Agent. Any repayment required pursuant to this Section 2.068.4 shall be without premium or penalty. Nothing in this Section 2.04 8.4 or elsewhere in this Agreement or the other Loan Documents, including the provisions of Section 8.5, shall be deemed to require Applicable Agent to advance funds on behalf of any US Lender or Netherlands Lender, as the case may be, or to relieve any US Lender or Netherlands Lender, as the case may be, from its obligation to make Loans fulfill its commitments hereunder or to prejudice any rights which that Applicable Agent or US Borrowers or Netherlands Borrowers, as the Borrower case may be, may have against any US Lender or Netherlands Lender, as the case may be, 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 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. 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 hereunderLoans.

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 3:00 P.M. (New York time) on the date specified pursuant to Section 1.03(b)(i) or (y) in the case of Mandatory Borrowings, 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 (determined in accordance with Section 1.07) 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 Bank 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 Office, and, except for Revolving Loans made pursuant to a Mandatory Borrowing, 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 LendersBanks. 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 also 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 2.061.08. Nothing in this Section 2.04 1.04 shall be deemed to relieve any Lender Bank from its obligation to make Loans hereunder or to prejudice any rights which the Borrower may have against any Lender Bank as a result of any failure by such Lender Bank to make 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) 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 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. 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. 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, subsections 3.1 and the Facility Agent will make available to 3.2 (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 EquivalentRestatement Closing Date) and 3.2 (II) in the case of all Loans), the Agent shall make the proceeds of such Loans disbursed in Euro, designee(s) of the Borrower (available to the extent any such designee is Company on the Yard or, in the case applicable Funding Date by causing an amount of the Hermes Premium, Hermes), in each case prior to 3:00 P.M. (Frankfurt Time) on such day, same day funds equal to the extent proceeds of funds actually all such 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 account designated 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 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 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(f)), each Lender Bank with a Commitment of the respective Tranche will make available its pro rata portion (determined in accordance with Section 1.07) 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 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 AgentOffice, 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 LendersBanks. Unless the Facility Agent shall have been notified in writing 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 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 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 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 BorrowerBank, the rate of interest applicable cost 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 Agent of any failure by such Lender to make Loans hereunder.acquiring over-

Disbursement of Funds. No Except as otherwise specifically provided in the immediately succeeding sentence, no later than 12:00 Noon (Frankfurt New York time) on the date specified in each Notice of Borrowing, each Lender Bank will make available available, through such Bank's Applicable Lending Office, 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) 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 relevant Borrower (and/or or Designee 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. 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 may, in reliance upon such assumption, make available to the relevant Borrower or Designee 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 on demand. 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 relevant Borrower or Designee and the such Borrower or Designee 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 Borrowersuch Borrower or Designee, 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 LenderBank, at the cost to the Agent of acquiring overnight Eurodollar Rate Federal funds and (ii) if recovered from the such Borrower, the then applicable rate of interest applicable to the respective Borrowingfor Base Rate Loans or Eurodollar Rate Loans, as determined pursuant to Section 2.06the case may be. Nothing in this Section 2.04 shall be deemed to relieve any Lender Bank from its obligation to make Loans hereunder or to prejudice any rights which the any Borrower may have against any Lender Bank as a result of any failure by such Lender Bank to make Loans hereunder.

Disbursement of Funds. No later than 12:00 Noon noon (Frankfurt timeprevailing Eastern Standard Time) on the date specified in of each Notice of Borrowingsuch Loan, each Lender will make available its pro rata portion Pro Rata Share of each Borrowing such Revolving Credit Loan 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) date in immediately available funds to the Agent at its Payment Office and the Agent shall make such funds available to the Borrower by depositing such funds into the Borrower's account at the Agent's 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 LendersOffice. Unless the Facility Agent shall have been notified by any Lender prior to the date of Borrowing any such Revolving Credit Loan that such Lender does not intend to make available to the Facility Agent its Pro Rata Share of such Lender’s portion of any Borrowing to be made on such dateRevolving Credit Loan, the Facility Agent may assume that such Lender has made such amount available to the Facility Agent on such the date of Borrowing such Revolving Credit Loan 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 amountsuch Pro Rata Share of such Revolving Credit Loan. If such corresponding amount Pro Rata Share is not in fact made available to the Facility Agent by such LenderLender 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 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 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 interest, calculated in accordance with Section 2.13 hereof, for the respective Borrowing, as determined pursuant to Section 2.06Revolving Credit Loans. Nothing in this Section 2.04 2.03(b) shall be deemed to relieve any Lender from its obligation to make Loans fulfill its Credit Commitment 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. The Loans under this Agreement shall be made by Lenders simultaneously and proportionately to their respective Pro Rata Shares of the Commitments for the particular type of Loans requested, 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 to make the particular type of Loan requested 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. No later than 12:00 Noon 4:00 p.m. (Frankfurt Boston time) on the date specified in each Notice of Borrowing, each Lender will make available its pro rata portion of each Borrowing requested in Business Day immediately preceding the Funding Date (provided that Agent has received a Notice of Borrowing as set forth in subsection 2.1C), Agent shall notify each Lender of the proposed borrowing. Each Lender shall make the amount of its Loan available to be made on such date. All such amounts shall be made available Agent, in the currency required by Section 2.02(b) in immediately available funds same day funds, at the Payment Office office of Agent located at Xxx Xxxxxx Xxxxx, 00xx Xxxxx, Xxxxxx, Xxxxxxxxxxxxx, not later than 1:00 p.m. (Boston time) on the applicable Funding Date. Except as provided in subsection 2.2E with respect to Loans used to reimburse the L/C Issuing Bank for the amount of a drawing under a Letter of Credit issued by it, upon satisfaction or waiver of the Facility Agent, and the Facility Agent will make available to conditions precedent specified in subsections 3.1 (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 3.2 (II) in the case of all Loans), Agent shall make the proceeds of such Loans disbursed in Euro, designee(s) available to Company on the applicable Funding Date by causing an amount of the Borrower (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 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 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 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 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 weighted average interest rate paid by the Swing Line Lender for federal funds acquired by the Swing Line Lender during each day included in such period for three (3) Business Days and thereafter at the Prime Rate. 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 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 Prime Rate Loans. Nothing in this Section 2.04 subsection 2.1D shall be deemed to relieve any Lender from its obligation to make Loans hereunder or fulfill its Commitments hereunder, 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, or to make Loans hereunderrequire Company to pay more than the rate of interest otherwise applicable to the principal amounts outstanding under the Notes.

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 the notice delivered pursuant to Section 1.03(b) 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 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) 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. 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 hereunderLoans.

Disbursement of Funds. No later than 12:00 Noon (Frankfurt time) on From and after --------------------- the date specified in each Notice Anticipated Payment Date, Lender may reassess its estimate of Borrowing, each Lender will make available its pro rata portion of each Borrowing requested in the Notice of Borrowing amount necessary for the Funds from time to time and may adjust any monthly amounts required to be made on such datedeposited into the Funds upon thirty (30) days notice to Borrower. All such amounts Lender shall make disbursements, within five (5) Business Days following Lender's receipt of all documentation required to be made available in delivered to Lender pursuant to this Section 3.3, from the currency required Required Repair Fund and the Replacement Escrow Fund as requested by Section 2.02(b) in immediately available funds at the Payment Office of the Facility AgentBorrower, and the Facility Agent will make available to (I) approved by Lender in the case of Loans disbursed its reasonable discretion, not more frequently than three times during any calendar month 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 oramounts, in the case aggregate, of no less than $10,000.00 upon delivery by Borrower of Lender's standard form of draw request accompanied by copies of paid invoices in excess of $15,000; provided, however, that upon Lender's receipt of all documentation required hereunder, Lender shall disburse up to $300,000 in the Hermes Premiumaggregate with respect to any disbursement based upon unpaid invoices in such amount, Hermes)provided that with respect to any unpaid invoice in an amount exceeding $25,000 Lender may, in each case prior to 3:00 P.M. (Frankfurt Time) on such dayat its option, issue a joint check and provided further that, it shall be a condition to the extent next requested disbursement that Borrower provide Lender with paid copies 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 unpaid invoices for which Lender has made such amount available to disbursements. Any draw request for work costing less than $15,000 shall be accompanied by either an officer's certificate stating that the Facility Agent on such date of Borrowing and the Facility Agent may, in reliance upon such assumption, make available to the Borrower work has been completed or a corresponding amountpaid invoice. If such corresponding amount is not in fact made available to the Facility Agent required 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 deliver lien waivers and releases from all parties furnishing materials and/or services in connection with the requested payment. Lender may require an inspection of the Properties prior to the Facility Agent. The Facility Agent shall also be entitled making a disbursement in order to recover on demand from such Lender or the Borrower, as the case may be, interest on such corresponding amount in respect verify completion 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 replacements and repairs for which reimbursement is recovered by the Facility Agent, at a rate per annum equal to sought; provided that (i) if recovered from Borrower shall not be required to pay for the cost of any such Lenderinspection, at the overnight Eurodollar Rate and (ii) an inspection shall not be a condition to disbursements if recovered from the Borrower, the rate draw request (A) is for less than $100,000 and (B) is not in connection with any improvements or repairs that require a building permit or similar governmental approval and cost in excess of interest applicable to the respective Borrowing, as determined pursuant to Section 2.06$50,000. Nothing in this Section 2.04 Lender shall be deemed to relieve any Lender from its have no obligation to make Loans hereunder release any of the Funds while any Event of Default is continuing. Lender may apply any amounts in the Debt Service Escrow Fund for debt service payments and required reserve, escrow and impound payments and any other amounts then due and owing by Borrower under this Agreement 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 hereunderother Loan Document.

Disbursement of Funds. (a) No later than 12:00 Noon (Frankfurt time) 11:00 A.M. on the date specified in each Notice of BorrowingClosing Date, each Lender will make available its pro PRO rata portion share of each Borrowing the Bridge Loan requested in the Notice of Borrowing to be made on such datedate in the manner provided below. All such amounts shall be made available to the Agents in the currency required by Section 2.02(b) in U.S. Legal Tender and immediately available funds at the Payment Office of the Facility Agent, and the Facility Agent Agents immediately will make available to (I) in the case of Loans disbursed in Dollars, the Borrower (and/or Company 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 Agents shall have been notified by any Lender prior to the date of Borrowing Closing Date that such Lender does not intend to make available to the Facility Agent such Lender’s Agents its portion of any Borrowing the Bridge Loan to be made on such date, the Facility Agent Agents may assume that such Lender has made such amount available to the Facility Agent Agents on such date of Borrowing date, and the Facility Agent mayAgents, in reliance upon such assumption, may (in their sole discretion and without any obligation to do so) make available to the Borrower Company a corresponding amount. If such corresponding amount is not in fact made available to the Facility Agent Agents by such LenderLender and the Agents have made available same to the Company, the Facility Agent Agents 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 Agents' demand therefor, the Facility Agent Agents shall promptly notify the Borrower Company, and the Borrower Company shall immediately pay such corresponding amount to the Facility AgentAgents. The Facility Agent Agents shall also be entitled to recover on demand from such Lender 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 Agents to the Borrower until Company to the date such corresponding amount is recovered by the Facility AgentAgents, 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 BorrowerCompany, the then applicable rate of interest applicable to on 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 hereunderLoans.

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 2.061.08. Nothing in this Section 2.04 1.04 shall be deemed to relieve any Lender Bank from its obligation to make Revolving Loans hereunder or to prejudice any rights which the Borrower may have against any Lender Bank as a result of any failure by such Lender Bank to make Revolving 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 Borrowing, each Lender Bank will make available its pro rata portion PRO RATA share of each Borrowing requested in the Notice of Borrowing to be made on such datedate in the manner provided below, provided that all Swingline Loans shall be made available by BTCo no later than 2:00 P.M. on the date requested. 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 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 Effective 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. 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 hereunderLoans.

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. 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 hereunderLoans.

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 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) 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 LenderXxxxxx’s 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 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 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.73 150546217_8170136845_8

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 will make available its pro rata portion share 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. 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 hereunderLoans.

Disbursement of Funds. No later than 12:00 Noon (Frankfurt timea) 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 Appropriate Co-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 Appropriate Co-Agent such Lender’s 's portion of any the Borrowing to be made on such date, the Facility Appropriate Co-Agent may assume that such Lender has made such amount available to the Facility such Co-Agent on such date of Borrowing and the Facility such Co-Agent may, in reliance upon such assumption, may make available to the respective Borrower a corresponding amount. If such corresponding amount is not in fact made available to the Facility Appropriate Co-Agent by such LenderLender on the date of Borrowing, the Facility Appropriate Co-Agent shall be entitled to recover such corresponding amount on demand from such LenderLender together with interest at the customary rate set by the Appropriate Co-Agent for the correction of errors among banks in the applicable Agreed Currency. If such Lender does not pay such corresponding amount forthwith upon the Facility Appropriate Co-Agent’s 's demand therefor, the Facility Appropriate Co-Agent shall promptly notify the Borrower respective Borrower, and the such Borrower shall immediately pay such corresponding amount to the Facility Agent. The Facility Appropriate Co-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 and (ii) if recovered from rate specified for the Borrower, the rate of interest applicable to the respective Borrowing, as determined pursuant to Section 2.06Borrowing which includes such amount paid. 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 any Borrower 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 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 (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. 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 hereunder1.08.

Disbursement of Funds. No Promptly after receipt of a Notice of Borrowing (or telephonic notice 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, at the office of Agent located at One Bankers Trust Plaza, New York, New York (or at any other location designated in writing by Agent to Lenders) 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 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 3.1 (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, Hermesinitial Loans) and 3.2 (in the case of all Loans), in each case prior Agent shall make the proceeds of such Loans available to 3:00 P.M. (Frankfurt Time) Borrower on such day, Funding Date by causing an amount of same day funds equal to the extent proceeds of funds actually all such Loans received by Agent to be credited to the Facility Agent prior to 12:00 Noon (Frankfurt Time) on account of Borrower at such day, in each case at the Payment Office in the account(s) specified in the applicable Notice office of Borrowing, the aggregate of the amounts so made available by the LendersAgent. Unless the Facility Agent shall have been notified by any Lender prior to the date any Funding Date in respect of Borrowing any Loans that such Lender does not intend to make available to the Facility Agent such Lender’s portion of any Borrowing to be made 's Loan on such dateFunding Date (which such notice, the Facility if so received by Agent, shall promptly be communicated to Borrower), 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 a corresponding amountcorres- ponding amount on such Funding Date. If such corresponding amount is not in fact made available to the Facility Agent by such LenderLender and Agent makes such corresponding amount available to Borrower, 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 customary rate set by Agent for the correction of errors among banks for three (3) Business Days and thereafter at the Prime 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, 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 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 that Borrower 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 New York time) on the date specified in each Notice of BorrowingLending Date, each Lender will make available its pro rata portion share of each Borrowing the Loan requested in the Notice of Borrowing to be made on such datedate 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 Agent's 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 its designee(s)deliver by wire transfer, 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 account designated 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 BorrowingCompany, 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 Lending Date that such Lender does not intend to make available to the Facility Agent such Lender’s its portion of any Borrowing the Loan to be made on such date, the Facility Agent may assume 34 41 that such Lender has made such amount available to the Facility Agent on such date of Borrowing date, 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 Company 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 Company, 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, and the Borrower Company shall immediately pay such corresponding amount to the Facility Agent; provided, that the notice to the Company shall have been received not more than ten (10) Business Days after the applicable Lending Date. The Facility Agent shall also be entitled to recover on demand from such the Lender 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 (ix) if recovered from paid by such Lender, at the overnight Eurodollar Federal Funds Rate and or (iiy) if recovered from paid by the BorrowerCompany, the then applicable rate of interest applicable to on 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 Commitment hereunder or to prejudice any rights which 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 The 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 its 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 its Loan requested hereunder. After receipt by the Agent of the Notice of Borrowing pursuant to subsection 2.1B (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 Funding Date in same day funds in Dollars. 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 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 Loans available to (I) in the case of Loans disbursed in Dollars, the Borrower (and/or its designee(s), on the Funding Date by causing an amount of same day funds equal to the extent possible and to the extent proceeds of all 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 from the Lenders to 12:00 Noon (Frankfurt Time) on such day, be transferred to an account designated 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 writing by the LendersBorrower to the Agent. Unless the Facility Agent shall have been notified by any Lender prior to the date of Borrowing Funding Date 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 datethe Funding Date, the Facility Agent may assume that such Lender has made such amount available to the Facility Agent on such date of Borrowing the 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 the 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 the 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 2.1C 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.

Disbursement of Funds. No later than 12:00 Noon (Frankfurt Chicago time) on the date specified in each Notice of BorrowingClosing Date, each Lender will make available its pro rata portion share of each Borrowing the Bridge Loan requested in the Notice of Borrowing to be made on such datedate 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. Legal Tender 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 Company 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 Closing Date that such Lender does not intend to make available to the Facility Agent such Lender’s its portion of any Borrowing the Bridge Loan 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 date, 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 Company 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 Company, 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, 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 the Lender 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 (ix) if recovered from paid by such Lender, at the overnight Eurodollar Federal Funds Rate and or (iiy) if recovered from paid by the BorrowerCompany, the then applicable rate of interest applicable to on 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 Bridge Loan Commitment hereunder or to prejudice any rights which 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. (a) No later than 12:00 Noon 11:00 A.M. (Frankfurt New York time) on the date specified in each Notice of Borrowingapplicable Draw Date, each Lender will make available its pro rata portion share of each Borrowing the Loan requested in the Notice of Borrowing to be made on such datedate 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 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 Company 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 applicable Draw Date that such Lender does not intend to make available to the Facility Agent such Lender’s its portion of any Borrowing the Loan 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 date, 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 Company 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 Company, 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, 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 the Lender 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 (ix) if recovered from paid by such Lender, at the overnight Eurodollar Federal Funds Rate and or (iiy) if recovered from paid by the BorrowerCompany, the then applicable rate of interest applicable to on 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 hereunderLoans.

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 (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. 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 hereunder1.08.

Disbursement of Funds. No later than 12:00 Noon noon (Frankfurt New York time) --------------------- on the date specified in each Notice of Borrowing, 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 date. All --- ---- Each Bank shall make its pro rata portion of each such amounts shall be made Borrowing available in --- ---- the currency required by Section 2.02(b) Loan Currency 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 applicable 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 LendersBanks. 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 pro rata 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 may, in reliance upon such assumption, make available to the such 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 applicable Borrower, and the such 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 Borrowersuch Bor rower, 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 applicable 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 Funds Rate and (ii) if recovered from the such Borrower, the rate of interest applicable to the respective Borrowing, as determined pursuant to Section 2.062.07 (it being understood that if such Borrower pays such interest to the Agent, no interest on such amount shall be payable by such Borrower to the respective Bank). Nothing in this Section 2.04 shall be deemed to relieve any Lender Bank from its obligation to make Loans hereunder or to prejudice any rights which the any Borrower may have against any Lender Bank as a result of any failure by such Lender Bank to make Loans hereunder.

Disbursement of Funds. No later than 12:00 Noon noon (Frankfurt New York time) on --------------------- the date specified in each Notice of Borrowing, 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 date. All --- ---- Each Bank shall make its pro rata portion of each such amounts shall be made Borrowing available in --- ---- the currency required by Section 2.02(b) Loan Currency 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 applicable 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 LendersBanks. 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 pro rata --- ---- 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 may, in reliance upon such assumption, make available to the such 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 applicable Borrower, and the such 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 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 Agent to the applicable 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 Funds Rate and (ii) if recovered from the such Borrower, the rate of interest applicable to the respective Borrowing, as determined pursuant to Section 2.062.07 (it being understood that if such Borrower pays such interest to the Agent, no interest on such amount shall be payable by such Borrower to the respective Bank). Nothing in this Section 2.04 shall be deemed to relieve any Lender Bank from its obligation to make Loans hereunder or to prejudice any rights which the any Borrower may have against any Lender Bank as a result of any failure by such Lender Bank to make Loans 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 or released by 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 to make the particular type of Loan requested 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 (Frankfurt New York time) on the date applicable Funding Date. Except as provided in subsection 3.3B with respect to Revolving Loans used to reimburse 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 4.2 (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 4.3 (II) in the case of all Loans), Agent shall make the proceeds of such Loans disbursed available to Borrowers 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 Borrowers 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 Borrowers 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 hereunderFunding Date.

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 by such Lender to make any Loan or Loans hereunder.as provided herein; or

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 2:00 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(e) or (z) in the case of Competitive Bid Loans, no later than 10:00 A.M. (New York time) on the date specified pursuant to Section 1.04(a)), each Lender with a Commitment of the respective Tranche 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 such 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 Revolving Loans), as the case may be, and in immediately available funds at the appropriate Payment Office of the Facility Paying Agent, and the Facility Paying Agent will make available to (I) in the case of Loans disbursed in Dollarsrelevant Borrower or Borrowers by depositing to its, the Borrower (and/or its designee(s)or their, 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 relevant account as directed 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 Borrowingrespective Borrower or Borrowers, the aggregate of the amounts so made available by the LendersLenders in the type of funds received. Unless the Facility Paying 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 Paying Agent such Lender’s 's portion of any Borrowing to be made on such date, the Facility Paying Agent may assume that such Lender has made such amount available to the Facility Paying Agent on such date of Borrowing and the Facility Paying 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 Paying Agent by such Lender, the Facility Paying 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 Paying Agent’s 's demand therefor, the Facility Paying Agent shall promptly notify the respective Borrower and or Borrowers, and, to the extent such corresponding amount has previously been disbursed to such Borrower or Borrowers, such Borrower or Borrowers shall immediately pay such corresponding amount to the Facility Paying Agent. The Facility Paying Agent shall also be entitled to recover on demand from such Lender or the Borrower, as the case may besuch Borrower or Borrowers, interest on such corresponding amount in respect of each day from the date such corresponding amount was made available by the Facility Paying Agent to the respective Borrower or Borrowers until the date such corresponding amount is recovered by the Facility Paying 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 and (ii) if recovered from the Borrowerrespective Borrower or Borrowers, 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 or Borrowers may have against any Lender as a result of any failure by such Lender to make Loans required to be made by it hereunder.