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 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. 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 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. (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 (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 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 time) on the date specified in each Notice of Borrowing, each Lender will make available its pro rata portion of each Borrowing requested in the Notice of Borrowing to be made on such date. All such amounts shall be made available in the currency required by Section 2.02(b) in immediately available funds at the Payment Office of the Facility Agent, and the Facility Agent will make available to (I) in the case of Loans disbursed in Dollars, the Borrower (and/or its designee(s), to the extent possible and to the extent such designee is a provider of Earmarked Foreign Exchange Arrangements referenced in the definition of Dollar Equivalent) and (II) in the case of Loans disbursed in Euro, designee(s) of the Borrower (to the extent any such designee is the Yard or, in the case of the Hermes Premium, Hermes), in each case prior to 3:00 P.M. (Frankfurt Time) on such day, to the extent of funds actually received by the Facility Agent prior to 12:00 Noon (Frankfurt Time) on such day, in each case at the Payment Office in the account(s) specified in the applicable Notice of Borrowing, the aggregate of the amounts so made available by the Lenders. Unless the Facility Agent shall have been notified by any Lender prior to the date of Borrowing that such Lender does not intend to make available to the Facility Agent such LenderXxxxxx’s portion of any Borrowing to be made on such date, the Facility Agent may assume that such Lender Xxxxxx has made such amount available to the Facility Agent on such date of Borrowing and the Facility Agent may, in reliance upon such assumption, make available to the Borrower a corresponding amount. If such corresponding amount is not in fact made available to the Facility Agent by such Lender, the Facility Agent shall be entitled to recover such corresponding amount on demand from such Lender. If such Lender does not pay such corresponding amount forthwith upon the Facility Agent’s demand therefor, the Facility Agent shall promptly notify the Borrower and the Borrower shall immediately pay such corresponding amount to the Facility Agent. The Facility Agent shall also be entitled to recover on demand from such Lender or the Borrower, as the case may be, interest on such corresponding amount in respect of each day from the date such corresponding amount was made available by the Facility Agent to the Borrower until the date such corresponding amount is recovered by the Facility Agent, at a rate per annum equal to (i) if recovered from such Lender, at the overnight Eurodollar Rate and (ii) if recovered from the Borrower, the rate of interest applicable to the respective Borrowing, as determined pursuant to Section 2.06. Nothing in this Section 2.04 shall be deemed to relieve any Lender from its obligation to make Loans hereunder or to prejudice any rights which the Borrower may have against any Lender as a result of any failure by such Lender to make Loans hereunder.

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

Disbursement of Funds. No later than 12:00 Noon Once proceeds from the sale of Securities equal the Minimum Amount (Frankfurt time) on excluding Securities sold to Washington Investors, Ohio 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 7), 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, 5 or 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 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 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. 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 (Frankfurt time) on the date specified in each Notice of Borrowing, each Lender will make available its pro rata portion of each Borrowing requested in the Notice of Borrowing to be made on such date. All such amounts shall be made available in the currency required by Section 2.02(b) in immediately available funds at the Payment Office of the Facility Agent, and the Facility Agent will make available to (I) in the case of Loans disbursed in Dollars, the designee(s) of the Borrower (and/or its with such designee(s), to ) being in such circumstances either Xxxxxx (in the extent possible and to case of the extent such designee is Hermes Premium) or a provider of Earmarked Foreign Exchange Arrangements referenced in the definition of Dollar Equivalent) ), save that each Loan in respect of the First Hermes Instalment and the Additional Hermes Premium may be paid directly to the Borrower and (II) in the case of Loans disbursed in Euro, designee(s) of the Borrower (to with such designee(s) being in such circumstances the extent any such designee is the Yard or, in the case of the Hermes Premium, HermesYard), in each case prior to 3:00 P.M. (Frankfurt Time) on such day, to the extent of funds actually received by the Facility Agent prior to 12:00 Noon (Frankfurt Time) on such day, in each case at the Payment Office in the account(s) specified in the applicable Notice of Borrowing, the aggregate of the amounts so made available by the Lenders. Unless the Facility Agent shall have been notified by any Lender prior to the date of Borrowing that such Lender Xxxxxx does not intend to make available to the Facility Agent such LenderXxxxxx’s portion of any Borrowing to be made on such date, the Facility Agent may assume that such Lender Xxxxxx has made such amount available to the Facility Agent on such date of Borrowing and the Facility Agent may, in reliance upon such assumption, ​ -42- ​ ​ ​ make available to the Borrower a corresponding amount. If such corresponding amount is not in fact made available to the Facility Agent by such Lender, the Facility Agent shall be entitled to recover such corresponding amount on demand from such Lender. If such Lender does not pay such corresponding amount forthwith upon the Facility Agent’s demand therefor, the Facility Agent shall promptly notify the Borrower and the Borrower shall immediately pay such corresponding amount to the Facility Agent. The Facility Agent shall also be entitled to recover on demand from such Lender or the Borrower, as the case may be, interest on such corresponding amount in respect of each day from the date such corresponding amount was made available by the Facility Agent to the Borrower until the date such corresponding amount is recovered by the Facility Agent, at a percentage rate per annum equal to (i) if recovered from such Lender, at the overnight Eurodollar Rate or, on and from the Rate Switch Date, the Reference Rate and (ii) if recovered from the Borrower, the rate of interest applicable to the respective Borrowing, as determined pursuant to Section 2.06. Nothing in this Section 2.04 shall be deemed to relieve any Lender from its obligation to make Loans hereunder or to prejudice any rights which the Borrower may have against any Lender as a result of any failure by such Lender to make Loans hereunder.

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

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

Disbursement of Funds. No later than 12:00 Noon (Frankfurt 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 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. (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 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. 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) 1:00 p.m. 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 such Borrowing --- ---- requested in the Notice of Borrowing to be made on such date. All such amounts shall be made available date in the currency required by Section 2.02(b) Dollars and in immediately available funds at the Payment Office Account 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 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 has been notified by any Lender Bank on or prior to the a 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 Lender, Bank 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 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 the date such corresponding amount is recovered by the Facility Agent, at a rate per annum equal to to, (ia) if recovered from such LenderBank, at the cost to the Agent of acquiring overnight Eurodollar Rate Federal funds and (iib) if recovered from the Borrower, the then applicable rate of interest applicable to the respective Borrowingfor Base Rate Loans or LIBOR Loans, as determined pursuant to Section 2.06the case may be. Nothing in this Section 2.04 2.4 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 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 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, 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, 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. (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 Subject to Section 2.1 and the other provisions of this Agreement, no later than 12:00 Noon 2:00 p.m. (Frankfurt Orlando time) on the date specified in each Notice of Borrowing, each Advance Date. 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) Borrower the full amount of the Advance requested by Borrower in the case Advance Request by deposit of Loans disbursed in Dollars, the Borrower (and/or its designee(s), such funds to the extent possible and Master Advance Account or in such other manner as Lender may agree. Funds so deposited in the Master Advance Account shall be transferred by Lender from time to time to the extent Controlled Disbursement Account to pay items drawn by Borrower on the Controlled Disbursement Account for the purpose of funding Eligible Mortgage Loans: provided, however. Lender shall not be obligated to pay any items at any time drawn on any of Borrower’s accounts maintained with Lender if such designee is a provider of Earmarked Foreign Exchange Arrangements referenced payment would result in the definition of Dollar Equivalent) and (II) an overdraft in the case of Loans disbursed in Euro, designee(s) of the Borrower (to the extent any such designee is account, and Borrower agrees that Lender shall not incur any liability to Borrower or any other Person for returning any such items. Notwithstanding the Yard orforegoing, in the case of the Hermes Premium, Hermes), in each case prior event Borrower has requested Lender 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 release 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 Mortgage Loan pursuant to Section 2.06. Nothing in this Section 2.04 shall 4.4(a) or 4.4(b) prior to clearance and payment of the closing check which funded such Mortgage Loan, the proceeds of the Advance related to such Mortgage Loan may 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 deposited upon disbursement by such Lender to make Loans hereunderthe Administrative Account, and further, if the closing check which funded a Mortgage Loan has been returned for endorsement (or for any other reason), the funds initially transferred from the Master Advance Account to the Controlled Disbursement Account to pay such check may be re-transferred by Lender to the Administrative Account until such check is again presented for payment.

Disbursement of Funds. (a) No later than 12:00 Noon 2:00 P.M. (Frankfurt Chicago --------------------- time) on the date specified in each a Notice of Borrowing, each Lender with a Commitment will make available its pro rata portion Pro Rata Share of each Borrowing 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) in U.S. dollars and immediately available funds at the Payment Agent's Applicable Lending Office of the Facility Agent, and the Facility Agent promptly will make available to (I) in the case of Loans disbursed in DollarsRepresentative, 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 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) date specified in the applicable Notice notice of Borrowingborrowing, by depositing to its account at the Agent's Applicable Lending 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 prior to the date of Borrowing borrowing that such Lender does not intend to make available to the Facility Agent such Lender’s its portion of any Borrowing the borrowing or borrowings to be made on such date, the Facility Agent may assume that such Lender has made such amount available to the Facility Agent on such date of Borrowing borrowing, and the Facility Agent mayAgent, in reliance upon such assumption, may (in its sole discretion and without any obligation to do so) make available to the Borrower Borrowers 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 Borrowers, 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 Representative, and the Borrower Borrowers 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 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 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 --------------------- (Frankfurt New York 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 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 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 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 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 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 1:00 PM (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 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 Loan or 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 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, Agent at a rate per annum equal to (i) if recovered from paid by such LenderBank, at the overnight Eurodollar Rate and federal funds effective rate or (ii) if recovered from paid by the Borrower, the then applicable rate of interest applicable to interest, calculated in accordance with Article IV, 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 (Frankfurt time) 11:00 A.M. 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 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 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 portion its pro rata share 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 have 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 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 an- num 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 the Payment Office Company 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 upon the Borrower shall immediately pay such corresponding amount to Company delivering a written notice (the Facility Agent. The Facility “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 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 Lenderdisburse to the Company, at by check or wire transfer, the overnight Eurodollar Rate funds in the Escrow Account representing the gross purchase price for the Stock, and (ii) if recovered from disburse to the Borrowersubscribers any interest thereon calculated pursuant to the provisions of Section 5. Following such disbursements, the rate of interest applicable Escrow Account shall close and thereafter you shall forward directly to the respective BorrowingCompany 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 determined shall be furnished to the Escrow Agent by the investor in writing, all sums paid by the investor pursuant to Section 2.06his 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. Nothing in this Section 2.04 shall be deemed If the Company rejects any subscription for which you have already collected funds, the Escrow Agent shall, upon the written request of the Company, promptly issue a refund check to relieve the rejected subscriber. If the Company rejects any Lender from its obligation subscription for which you have already collected funds, the Escrow Agent shall, upon the written request of the Company, promptly issue a refund check to make Loans hereunder or to prejudice the rejected subscriber. If the Company rejects any rights subscription for which the Borrower may have against any Lender as Escrow Agent has not yet collected funds but has submitted the subscriber’s check for collection, the Escrow Agent shall promptly issue a result check in the amount of any failure by the subscriber’s check to the rejected subscriber after the Escrow Agent has cleared such Lender 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 make Loans hereunderthe subscriber.

Disbursement of Funds. No (a) Not later than 12:00 Noon 1:00 P.M. (Frankfurt New York time) on the date specified in each Notice of BorrowingBorrowing (or (x) in the case of Swingline Loans, not later than 2:00 P.M. (New York time) on the date specified in Section 1.3(b)(i) or (y) in the case of Mandatory Borrowings, not later than 12:00 Noon (New York time) on the date specified in Section 1.1(c)), each Lender will make available its pro rata portion share, if any, of each Borrowing requested in the Notice of Borrowing to be made on such datedate (or in the case of Swingline Loans, BTCo shall make available the full amount thereof) in the manner provided below. All such amounts shall be made available to the Agent in the currency required by Section 2.02(b) U.S. Dollars and in immediately available funds at the Payment Office of the Facility Agent, and the Facility Agent promptly will make available to (I) in the case of Loans disbursed in Dollars, the Borrower (and/or by depositing to its designee(s), to the extent possible and to the extent such designee is a provider of Earmarked Foreign Exchange Arrangements referenced in the definition of Dollar Equivalent) and (II) in the case of Loans disbursed in Euro, designee(s) of the Borrower (to the extent any such designee is the Yard or, in the case of the Hermes Premium, Hermes), in each case prior to 3:00 P.M. (Frankfurt Time) on such day, to the extent of funds actually received by the Facility Agent prior to 12:00 Noon (Frankfurt Time) on such day, in each case account at the Payment Office in the account(s) specified in the applicable Notice of Borrowing, the aggregate of the amounts so made available by in the Lenderstype of funds received. Unless the Facility Agent shall have been notified by any Lender prior to the date of Borrowing that such Lender does not intend to make available to the Facility Agent such Lender’s its portion of any the Borrowing or Borrowings to be made on such date, the Facility Agent may assume that such Lender has made such amount available to the Facility Agent on such date of Borrowing Borrowing, and the Facility Agent mayAgent, in reliance upon such assumption, may (in its sole discretion and without any obligation to do so) make available to the Borrower a corresponding amount. If such corresponding amount is not in fact made available to the Facility Agent by such LenderLender and the Agent has made available same to the Borrower, the Facility Agent shall be entitled to recover such corresponding amount on demand from such Lender. If such Lender does not pay such corresponding amount forthwith upon the Facility Agent’s 's demand therefor, the Facility Agent shall promptly notify the Borrower Borrower, and the Borrower shall immediately pay such corresponding amount to the Facility Agent. The Facility Agent shall also be entitled to recover on demand from such the Lender or the Borrower, as the case may be, interest on such corresponding amount in respect of each day from the date such corresponding amount was made available by the Facility Agent to the Borrower until to the date such corresponding amount is recovered by the Facility Agent, at a rate per annum equal to (ix) if recovered from paid by such Lender, at the overnight Eurodollar Federal Funds Rate and or (iiy) if recovered from paid by the Borrower, the then applicable rate of interest applicable to the respective Borrowinginterest, as determined pursuant to calculated in accordance with Section 2.06. 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 hereunder1.8.

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 All Revolving Loans under this Agreement shall be made by the Lenders simultaneously and in 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 any Lender to make the particular type of 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 subsection 2.1B, the Agent shall notify each Lender of the proposed borrowing. Each Lender shall make the amount of its Revolving Loan available to the Agent not later than 12:00 Noon 2:00 p.m. (Frankfurt New York time) on the date specified in each Notice of Borrowing, each Lender will make available its pro rata portion 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)applicable Funding Date, in each case prior to 3:00 P.M. (Frankfurt Time) on in same day funds in Dollars, at the Funding and Payment Office. After the Agent's receipt of proceeds of the Revolving Loans from the Lenders and satisfaction of the applicable conditions precedent set forth in Section 3, the Agent shall make such day, proceeds available to the extent of Company on the applicable Funding Date by transferring same day funds actually equal to such proceeds 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 account of the amounts so made available Company designated in writing by the LendersCompany to the Agent. 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 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 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 (Frankfurt time) on the date specified in each Notice of Borrowing, each Lender will make available its pro rata portion of each Borrowing requested in the Notice of Borrowing to be made on such date. All such amounts shall be made available in the currency required by Section 2.02(b) in immediately available funds at the Payment Office of the Facility Agent, and the Facility Agent will make available to (I) in the case of Loans disbursed in Dollars, the designee(s) of the Borrower (and/or its with such designee(s), to ) being in such circumstances either Xxxxxx (in the extent possible and to case of the extent such designee is Hermes Premium) or a provider of Earmarked Foreign Exchange Arrangements referenced in the definition of Dollar Equivalent) ), save that each Loan in respect of the First Hermes Instalment and the Additional Hermes Premium may be paid directly to the Borrower and (II) in the case of Loans disbursed in Euro, designee(s) of the Borrower (to with such designee(s) being in such circumstances the extent any such designee is the Yard or, in the case of the Hermes Premium, HermesYard), in each case prior to 3:00 P.M. (Frankfurt Time) on such day, to the extent of funds actually received by the Facility Agent prior to 12:00 Noon (Frankfurt Time) on such day, in each case at the Payment Office in the account(s) specified in the applicable Notice of Borrowing, the aggregate of the amounts so made available by the Lenders. Unless the Facility Agent shall have been notified by any Lender prior to the date of Borrowing that such Lender does not intend to make available to the Facility Agent such LenderXxxxxx’s portion of any Borrowing to be made on such date, the Facility Agent may assume that such Lender Xxxxxx has made such amount available to the Facility Agent on such date of Borrowing and the Facility Agent may, in reliance upon such assumption, make available to the Borrower a corresponding amount. If such corresponding amount is not in fact made available to the Facility Agent by such Lender, the Facility Agent shall be entitled to recover such corresponding amount on demand from such Lender. If such Lender does not pay such corresponding amount forthwith upon the Facility Agent’s demand therefor, the Facility Agent shall promptly notify the Borrower and the Borrower shall immediately pay such corresponding amount to the Facility Agent. The Facility Agent shall also be entitled to recover on demand from such Lender or the Borrower, as the case may be, interest on such corresponding amount in respect of each day from the date such corresponding amount was made available by the Facility Agent to the Borrower until the date such corresponding amount is recovered by the Facility Agent, at a percentage rate per annum equal to (i) if recovered from such Lender, at the overnight Eurodollar Rate and (ii) if recovered from the Borrower, the rate of interest applicable to the respective Borrowing, as determined pursuant to Section 2.06. Nothing in this Section 2.04 shall be deemed to relieve any Lender from its obligation to make Loans hereunder or to prejudice any rights which the Borrower may have against any Lender as a result of any failure by such Lender to make Loans hereunder.

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

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 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) 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 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 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 1:00 p.m. (Frankfurt Cincinnati, Ohio time) on the date specified in each Notice of BorrowingBorrowing (or in the case of Swing Line Loans, as provided in Section 2.1(c)(ii)), each Lender with a Commitment of the respective Tranche will make available its pro rata portion (determined in accordance with Section 4.16) of each such Borrowing requested in the Notice of Borrowing to be made on such datedate (or in the case of Swing Line Loans, the Swing Line Lender will make available the full amount thereof). All such amounts shall will be made available in the currency required by Section 2.02(b) Dollars and in immediately available funds at the Payment Office of the Facility AgentOffice, and the Facility Administrative Agent will make available to (I) the Borrower in the case of Loans disbursed in DollarsDisbursement Account, or, except during a Cash Dominion Period, to such other account as the Borrower (and/or its designee(s), may specify in writing 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 BorrowingAdministrative Agent, the aggregate of the amounts so made available by the Lenders; provided that, if, on the date of a Borrowing of Revolving Loans, there are LC Disbursements or Swing Line Loans then outstanding, then the proceeds of such Borrowing shall be applied, first, to the payment in full of any such LC Disbursements with respect to Letters of Credit, second, to the payment in full of any Swing Line Loans and third, to the Borrower as otherwise provided above; provided further, that a Protective Advance shall be retained by the Administrative Agent to be applied as contemplated by Section 2.1(e) (and the Administrative Agent shall deliver to the Borrower Agent a reasonably detailed accounting of such application). Unless the Facility Administrative Agent shall have been notified by any Lender prior to the date of Borrowing that such Lender does not intend to make available to the Facility Administrative Agent such Lender’s portion of any Borrowing to be made on such date, the Facility Administrative Agent may assume that such Lender has made such amount available to the Facility Administrative Agent on such date of Borrowing and the Facility Administrative Agent maymay (but shall not be obligated to), in reliance upon such assumption, make available to the Borrower Borrowers a corresponding amount. If such corresponding amount is not in fact made available to the Facility Administrative Agent by such Lender, the Facility Administrative Agent shall be entitled to recover such corresponding amount on demand from such Lender. If such Lender does not pay such corresponding amount forthwith upon the Facility Administrative Agent’s demand therefor, the Facility Administrative Agent shall promptly notify the Borrower Agent and the Borrower Agent shall immediately pay such corresponding amount to the Facility Administrative Agent. The Facility Administrative Agent also shall also be entitled to recover on demand from such Lender or the BorrowerBorrower Agent, as the case may be, interest on such corresponding amount in respect of each day from the date such corresponding amount was made available by the Facility Administrative Agent to any of the Borrower Borrowers until the date such corresponding amount is recovered by the Facility Administrative Agent, at a rate per annum equal to (i) if recovered from such Lender, the Overnight Bank Funding Rate for the first three days and at the overnight Eurodollar Rate interest rate otherwise applicable to such Loans for each day thereafter and (ii) if recovered from the BorrowerBorrowers, the rate of interest applicable to the respective Borrowing, as determined pursuant to Section 2.064.7 and 4.8. Nothing in this Section 2.04 2.4 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 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 LenderBank’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 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. (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 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 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 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 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 Promptly after receipt of a Notice of Revolver Borrowing (or telephonic notice thereof) pursuant to Section 2.01(b), but no later than 4:00 p.m. (New York time) on the date of such receipt, the Agent shall notify each Bank of the proposed borrowing. Each Bank shall make the amount of its applicable Loan available to the Agent, in same day funds, at its Payment Office not later than 12:00 Noon (Frankfurt New York time) on the date Funding Date. Upon satisfaction or waiver of the conditions precedent specified in each Notice Section 5, as applicable, the Agent shall make the proceeds of Borrowing, each Lender will make such Loans available its pro rata portion to the Borrower on such Funding Date by causing an amount of each Borrowing requested in same day funds equal to the Notice proceeds of Borrowing all such Loans received by the Agent to be made on such date. All such amounts shall be made available in the currency required by Section 2.02(b) in immediately available funds at the Payment Office of the Facility Agent, and the Facility Agent will make available to (I) in the case of Loans disbursed in Dollars, the Borrower (and/or its designee(s), credited to the extent possible and to the extent such designee is a provider of Earmarked Foreign Exchange Arrangements referenced in the definition of Dollar Equivalent) and (II) in the case of Loans disbursed in Euro, designee(s) account of the Borrower (to the extent any at such designee is the Yard or, in the case office of the Hermes Premium, Hermes), in each case prior to 3:00 P.M. (Frankfurt Time) on such day, to the extent of funds actually received by the Facility Agent prior to 12:00 Noon (Frankfurt Time) on such day, in each case at the Payment Office in the account(s) specified in the applicable Notice of Borrowing, the aggregate of the amounts so made available by the LendersAgent. Unless the Facility Agent shall have been notified by any Lender Bank in writing prior to the date any Funding Date in respect of Borrowing any Loans that such Lender Bank does not intend to make available to the Facility Agent such Lender’s portion of any Borrowing to be made Bank's applicable Loan on such dateFunding Date (which such notice, if so received by the Agent, promptly shall be communicated to the Borrower), the Facility Agent may assume that such Lender Bank has made such amount available to the Facility Agent on such date of Borrowing Funding Date and the Facility Agent in its sole discretion may, in reliance upon such assumptionbut shall not be obligated to, make available to the Borrower a corresponding amountamount on such Funding Date. If such corresponding amount is not in fact made available to the Facility Agent by such LenderBank, the Facility Agent shall be entitled to recover such corresponding amount on demand from such LenderBank together with interest thereon, for each day from such Funding Date until the date such amount is paid to the Agent, at the customary rate set by the Agent for the correction of errors among banks for three Business Days and thereafter at the Base Lending Rate. If such Lender Bank does not pay such corresponding amount forthwith upon the Facility Agent’s 's demand therefor, the Facility Agent promptly shall promptly notify the Borrower Borrower, and the Borrower immediately shall immediately pay such corresponding amount to the Facility Agent. The Facility Agent shall also be entitled to recover on demand from such Lender or the Borrower, as the case may be, interest on such corresponding amount in respect of each day from the date such corresponding amount was made available by the Facility Agent to the Borrower until the date such corresponding amount is recovered by the Facility Agent, at a rate per annum equal to (i) if recovered from such Lender, at the overnight Eurodollar Rate and (ii) if recovered from the Borrower, the rate of interest applicable to the respective Borrowing, as determined pursuant to Section 2.06. Nothing in this Section 2.04 shall be deemed to relieve any Lender Bank from its obligation to make Loans fulfill its Commitments hereunder or to prejudice any rights which that the Borrower may have against any Lender Bank as a result of any failure default by such Lender to make Loans Bank hereunder.

Disbursement of Funds. (a) No later than 12:00 Noon (Frankfurt 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 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) on the date specified pursuant to Section 1.03(b)(i) or (y) in the case of Mandatory Borrowings, no later than 12:00 Noon (Local Time) on the date specified in Section 1.01(g)), 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 2.061.08. 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 Borrower Borrowers may have against any Lender as a result of any failure by such Lender to make Loans hereunder.

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

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 later than 12:00 Noon (Frankfurt time) on the date specified in each Notice of Borrowing, each Lender will make available its pro rata portion of each Borrowing requested in the Notice of Borrowing to be made on such date. All such amounts shall be made available in the currency required by Section 2.02(b) in immediately available funds at the Payment Office of the Facility Agent, and the Facility Agent will make available to (I) in the case of Loans disbursed in Dollars, the Borrower (and/or its designee(s), to the extent possible and to the extent such designee is a provider of Earmarked Foreign Exchange Arrangements referenced in the definition of Dollar Equivalent) and (II) in the case of Loans disbursed in Euro, designee(s) of the Borrower (to the extent any such designee is the Yard or, in the case of the Hermes Premium, Hermes), in each case prior to 3:00 P.M. (Frankfurt Time) on such day, to the extent of funds actually received by the Facility Agent prior to 12:00 Noon (Frankfurt Time) on such day, in each case at the Payment Office in the account(s) specified in the applicable Notice of Borrowing, the aggregate of the amounts so made available by the Lenders. Unless the Facility Agent shall have been notified by any Lender prior to the date of Borrowing that such Lender does not intend to make available to the Facility Agent such LenderLxxxxx’s portion of any Borrowing to be made on such date, the Facility Agent may assume that such Lender Lxxxxx has made such amount available to the Facility Agent on such date of Borrowing and the Facility Agent may, in reliance upon such assumption, make available to the Borrower a corresponding amount. If such corresponding amount is not in fact made available to the Facility Agent by such Lender, the Facility Agent shall be entitled to recover such corresponding amount on demand from such Lender. If such Lender does not pay such corresponding amount forthwith upon the Facility Agent’s demand therefor, the Facility Agent shall promptly notify the Borrower and the Borrower shall immediately pay such corresponding amount to the Facility Agent. The Facility Agent shall also be entitled to recover on demand from such Lender or the Borrower, as the case may be, interest on such corresponding amount in respect of each day from the date such corresponding amount was made available by the Facility Agent to the Borrower until the date such corresponding amount is recovered by the Facility Agent, at a rate per annum equal to (i) if recovered from such Lender, at the overnight Eurodollar Rate and (ii) if recovered from the Borrower, the rate of interest applicable to the respective Borrowing, as determined pursuant to Section 2.06. Nothing in this Section 2.04 shall be deemed to relieve any Lender from its obligation to make Loans hereunder or to prejudice any rights which the Borrower may have against any Lender as a result of any failure by such Lender to make Loans hereunder.

Disbursement of Funds. (a) No later than 12:00 Noon 1:00 P.M. (Frankfurt Boston 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. (Boston time) on the date specified in the notice delivered pursuant to Section 1.03(b), or (y) in the case of Mandatory Borrowings referred to in Section 1.01(d)(C), no later than 12:00 Noon (Boston time) on the date specified in Section 1.01(d)(C), each Revolver Lender will make available its pro rata portion share 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 date (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 Swingline Loans, Fleet shall make available the Hermes Premium, Hermes), full amount thereof) in each case prior to 3:00 P.M. (Frankfurt Time) on such day, the manner provided below: All amounts in respect of Loans shall be made available to the extent of Agent in Dollars and immediately available funds actually received by the Facility Agent prior to 12:00 Noon (Frankfurt Time) on such day, in each case at the appropriate Payment Office in the account(s) specified in the applicable Notice of and, except for Revolving Loans made pursuant to a Mandatory Borrowing, the Agent promptly will make available to the respective Borrower by depositing to its account at the appropriate Payment 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 Revolver Lender prior to the date of Borrowing that such Revolver 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 Revolver 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 respective Borrower a corresponding amount. If such corresponding amount is not in fact made available to the Facility Agent by such LenderRevolver Lender 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 Revolver Lender. If such Revolver Lender 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 Revolver 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 Revolver Lender, 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 1.09, 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. (a) No later than 12:00 Noon 1:00 P.M. (Frankfurt 2:00 P.M. in the case of Swingline Loans) (New York time) on the date specified in each Notice of Borrowing, 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 portion its portion, if any, 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 within 2 Business Days of notice thereof 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 to be paid by such LenderBank, at the overnight Eurodollar Federal Funds 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 1.8, 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 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. No Not later than 12:00 Noon (Frankfurt New York --------------------- time) on the date specified in each Notice of BorrowingBorrowing (or (x) in the case of Swingline Loans, not later than 2:00 P.M. (New York time) on the date specified pursuant to Section 1.03(b)(i) or (y) in the case of Mandatory Borrowings, not later than 12:00 Noon (New York time) on the date specified in Section 1.01(c)), each Lender Bank with a Revolving Loan Commitment 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, BTCo shall make available the full amount thereof). All such amounts shall be made available in the currency required by Section 2.02(b) Dollars and in immediately available funds at the Payment Office of the Facility Agent, and the Facility Agent will make available to (I) in the case of Loans disbursed in Dollars, the Borrower (and/or its designee(s), to at the extent possible and to Payment Office the extent such designee is a provider of Earmarked Foreign Exchange Arrangements referenced in the definition of Dollar Equivalent) and (II) in the case of Loans disbursed in Euro, designee(s) aggregate of the Borrower amounts so made available by the Banks (to the extent any such designee is the Yard or, in the case of the Hermes Premium, Hermes), in each case prior to 3:00 1:00 P.M. (Frankfurt Time) on such day, to the extent of funds actually received by the Facility Agent prior to 12:00 Noon (Frankfurt Time) on such day, in each case at the Payment Office in the account(s) specified in the applicable Notice of Borrowing, the aggregate of the amounts so made available by the Lenders). Unless the Facility Agent shall have been notified by any Lender Bank prior to the date of Borrowing that such Lender Bank does not intend to make available to the Facility Agent such Lender’s Bank's portion of any Borrowing to be made on such date, the Facility Agent may assume that such Lender Bank has made such amount available to the Facility Agent on such date of Borrowing and the Facility Agent maymay (but shall not be obligated to), in reliance upon such assumption, make available to the Borrower a corresponding amount. If such corresponding amount is not in fact made available to the Facility Agent by such LenderBank, the Facility Agent shall be entitled to recover such corresponding amount on demand from such LenderBank. If such Lender Bank does not pay such corresponding amount forthwith upon the Facility Agent’s 's demand therefor, the Facility Agent shall promptly notify the Borrower and the Borrower shall immediately pay such corresponding amount to the Facility Agent. The Facility Agent shall also be entitled to recover on demand from such Lender 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. (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 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 the case of Mandatory Borrowings, not later than 12:00 Noon (New York time) on the date specified in Section 1.01(d)), each Lender Bank with a Commitment of the respective Tranche will make available its pro rata portion (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 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 Rate Federal Funds Rate, and (ii) if recovered from the Borrower, the rate of interest applicable to the respective Borrowing, 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 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. (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 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 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 im mediately 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 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 corre sponding amount to the Facility Agent. The Facility Agent also shall also be entitled to recover on demand de mand from such Lender Bank or the Borrower, as the case may be, interest on such corresponding corre sponding 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 cor responding 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 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 - 59 - 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 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. (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 (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. No After receiving a Notice of Borrowing from the 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 the 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 the Borrower by wire transfer of funds as directed in writing by the 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 the Borrower by Section 2.02(bwire transfer of funds as directed in writing by the 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 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 requested Advance available to the Borrower a corresponding amountprior to the receipt by the Agent from one or more Lenders of funds representing such Lender's or Lenders' Pro Rata Percentage of the Advance in question. If such corresponding amount is not in fact made available to the Facility Agent by funds representing such Lender's or Lenders' Pro Rata Percentage of the Advance in question are not received by the Agent within two business days of the date of such Advance, 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 immediately, upon demand of Agent, 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 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 hereunderas provided herein.