Common use of Disbursement of Funds Clause in Contracts

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

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

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

Disbursement of Funds. No Each Lender agrees, subject to the terms and conditions of this Agreement, to make its Commitment available for disbursement to or on behalf of Borrower, in each case in immediately available funds by 12:00 Noon, New York City time, on the Scheduled Delivery Date in the amount set out in the Drawdown Notice. In order to facilitate the timely closing of the transactions contemplated hereby, Borrower, by delivery of the Drawdown Notice to Security Agent, instructs, subject to its rights to postpone under Section 2.2(e) below, the Lenders to wire transfer (for receipt by no later than 12:00 Noon (Frankfurt New York City time) on the date specified in each Notice Scheduled Delivery Date its Commitment by the wiring of Borrowing, each Lender will make available its pro rata portion of each Borrowing requested in the Notice of Borrowing to be made on such date. All such amounts shall be made available in the currency required by Section 2.02(b) in immediately available funds at to the Payment Office account of Security Agent specified in Schedule 1 hereto (the “Account”). The funds so paid by each Lender (the “Deposit”) into the Account are to be held by Security Agent for the account of such Lender. Upon the fulfillment or waiver of the Facility Agentconditions precedent set forth in Article 3 hereof, and such Lender shall instruct Security Agent to disburse the Facility Agent will make available to (I) in Deposit for application of its Commitment. Notwithstanding the case of Loans disbursed in Dollarsforegoing, if a Postponement Notice postponing the Borrower (and/or its designee(s), to the extent possible and to the extent such designee is a provider of Earmarked Foreign Exchange Arrangements referenced in the definition of Dollar Equivalent) and (II) in the case of Loans disbursed in Euro, designee(s) of the Borrower (to the extent any such designee is the Yard or, in the case of the Hermes Premium, Hermes), in each case prior to 3:00 P.M. (Frankfurt Time) on such day, to the extent of funds actually received by the Facility Agent prior to 12:00 Noon (Frankfurt Time) on such day, in each case at the Payment Office in the account(s) specified in the applicable Notice of Borrowing, the aggregate of the amounts so made available by the Lenders. Unless the Facility Agent Scheduled Delivery Date shall have been notified received by any Security Agent by 3:30 p.m., New York City time, on the Business Day preceding the postponed Scheduled Delivery Date and if a Lender prior has not already wired its Commitment to the date of Borrowing that such Lender does not intend to make available to the Facility Agent such Lender’s portion of any Borrowing to be made on such dateAccount, the Facility Agent may assume that such Lender has made such amount available to the Facility Agent on such date of Borrowing and the Facility Agent may, in reliance upon such assumption, make available to the Borrower a corresponding amount. If such corresponding amount is not in fact made available to the Facility Agent by such Lender, the Facility Agent shall be entitled to recover such corresponding amount on demand from such Lender. If such Lender does not pay such corresponding amount forthwith upon the Facility Agent’s demand therefor, the Facility Agent shall promptly notify the Borrower and the Borrower shall immediately pay such corresponding amount to the Facility Agent. The Facility Agent shall also be entitled to recover on demand from such Lender or the Borrower, as the case may be, interest on such corresponding amount in respect of each day from the date such corresponding amount was made available by the Facility Agent to the Borrower until the date such corresponding amount is recovered by the Facility Agent, at a rate per annum equal to (i) if recovered from such Lender, at Lender shall not make its Commitment available for disbursement on the overnight Eurodollar Rate postponed Scheduled Delivery Date and (ii) if recovered from the Borrower, the rate of interest applicable to the respective Borrowing, as determined pursuant to Section 2.06. Nothing in this Section 2.04 shall be deemed to relieve any Lender from its obligation to make Loans hereunder or to prejudice any rights which the Borrower may have against any Lender as a result of any failure by each such Lender shall cancel, terminate or otherwise unwind its funding arrangements made in the London interbank market to make Loans hereunderfund its Commitment on the Scheduled Delivery Date, subject, however, to such Lender’s continuing commitment to fund as provided herein.

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

Disbursement of Funds. No later than 12:00 Noon (Frankfurt time) on the date specified in each Promptly after receipt of a Notice of BorrowingSyndicated Borrowing pursuant to Section 2.01(b) (or telephonic notice in lieu thereof) with respect to a Syndicated Loan, the Administrative Agent shall notify each Lender will Bank of the proposed borrowing. Each Bank shall make available its pro rata portion Share of each Borrowing requested the amount of such Loans available to the Administrative Agent in the Notice of Borrowing applicable currency by causing funds in such amount to be made on such date. All such amounts shall be made available in credited to the currency required by Section 2.02(b) in immediately available funds at the Payment Office Account of the Facility Agent, and the Facility Administrative Agent will make available to in same day funds (I) in the case of Loans disbursed in Dollars, the Borrower (and/or its designee(s), to the extent possible and to the extent such designee is a provider of Earmarked Foreign Exchange Arrangements referenced in the definition of Dollar Equivalent) and (II) in the case of Loans disbursed in Euro, designee(s) of the Borrower (to the extent any such designee is the Yard or, in the case of the Hermes Premium, Hermes)any Alternative Currency, in each case prior to 3:00 P.M. such funds as may then be customary for the settlement of international transactions in such Alternative Currency) not later than 12:00 Noon (Frankfurt Timelocal time in the city in which the Administrative Agent's Account is located) on the Funding Date. Such Loans of a Bank shall be equal to such day, Bank's pro rata Share of the aggregate amount of all such Loans requested by the applicable Borrower pursuant to the extent applicable Notice of Syndicated Borrowing. Upon satisfaction or waiver of the conditions precedent specified in Section 3.01 (in the case of the Initial Loans) and Sections 3.02 and, if applicable, 3.03 (in the case of all Loans) the Administrative Agent shall make the proceeds of such Loans available to the applicable Borrower by causing an amount of funds actually equal to the proceeds of all such Loans received by the Facility Administrative Agent prior to 12:00 Noon be credited to the Account of such Borrower in same day funds (Frankfurt Timeor, in the case of any Alternative Currency, in such funds as may then be customary for the settlement of international transactions in such Alternative Currency). In the case of a proposed Borrowing consisting of Eurocurrency Rate Loans in an Alternative Currency, each Bank shall be obligated (subject to the satisfaction of all conditions precedent as specified in Article 3 of this Agreement) to make its Eurocurrency Rate Loan in the requested Alternative Currency unless such Bank shall deliver to the Administrative Agent not later than 11:00 A.M. (New York City time) on the third Business Day before the requested date of such dayBorrowing a notice that it is unable to fund its pro rata Share of such Borrowing in such currency, in which notice shall be notified immediately by the Administrative Agent to the requesting Borrower. If any Bank shall have so provided to the Administrative Agent such notice, the Administrative Agent shall promptly notify the requesting Borrower and each case at Bank that a Bank has provided such notice, whereupon such Borrower may, by notice to the Payment Office in Administrative Agent not later than 2:00 P.M. (New York City time) on the account(s) specified in third Business Day before the applicable requested date of such Eurocurrency Rate Loan, withdraw the Notice of Borrowing relating to such Borrowing. If the requesting Borrower does so withdraw such Notice of Borrowing, the Borrowing requested in such Notice of Borrowing shall not occur and the Administrative Agent shall promptly so notify each Bank. If the requesting Borrower does not so withdraw such Notice of Borrowing, the Administrative Agent shall promptly so notify each Bank and such Notice of Borrowing shall be deemed to be a Notice of Borrowing which requests a Eurocurrency Rate Loan denominated in Dollars in an aggregate amount equal to the Currency Equivalent in Dollars of the amounts so made available amount of such Alternative Currency specified in such Notice of Borrowing; and in such notice by the LendersAdministrative Agent to each Bank the Administrative Agent shall state such aggregate amount of Dollars and such Bank's pro rata Share of such Eurocurrency Rate Loan. Unless Except as set forth in the Facility immediately preceding paragraph, unless the Administrative Agent shall have been notified by any Lender Bank (which notice may be telephonic, confirmed promptly in writing) prior to the date any Funding Date in respect of Borrowing any Syndicated Loan that such Lender Bank does not intend to make available to the Facility Administrative Agent such Lender’s portion pro rata Share of any Borrowing to be made such Loan on such dateFunding Date, the Facility Administrative Agent may assume that such Lender Bank has made such amount available to the Facility Administrative Agent on such date of Borrowing Funding Date and the Facility Administrative Agent in its sole discretion may, in reliance upon such assumptionbut shall not be obligated to, make available to the applicable Borrower a corresponding amountamount on such Funding Date. If such corresponding amount is not in fact made available to the Facility Administrative Agent by such LenderBank, the Facility Administrative Agent shall be entitled to recover such corresponding amount on prompt demand from such LenderBank together with interest thereon, for each day from such Funding Date until the date such amount is paid to the Administrative Agent at the customary rate set by the Administrative Agent for the correction of errors among banks for three Business Days and thereafter at the Base Rate. If such Lender Bank does not pay such corresponding amount forthwith upon the Facility Administrative Agent’s 's demand therefor, the Facility Administrative Agent shall promptly notify the applicable Borrower and the such Borrower shall immediately pay such corresponding amount to the Facility Administrative Agent. The Facility Agent shall also be entitled to recover on demand from such Lender or the Borrower, as the case may be, interest on such corresponding amount in respect of each day from the date such corresponding amount was made available by the Facility Agent to the Borrower until the date such corresponding amount is recovered by the Facility Agent, at a rate per annum equal to (i) if recovered from such Lender, at the overnight Eurodollar Rate and (ii) if recovered from the Borrower, the rate of interest applicable to the respective Borrowing, as determined pursuant to Section 2.06. Nothing in this Section 2.04 2.01(c) shall be deemed to relieve any Lender Bank from its obligation to make Loans fulfill its Commitment hereunder or to prejudice any rights which the such Borrower may have against any Lender Bank as a result of any failure default by such Lender to make Loans Bank hereunder.

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

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

Disbursement of Funds. No Not later than 12:00 Noon 1:00 P.M. (Frankfurt New York time) on the date specified in each Notice of Borrowing, each Lender with a Commitment under the respective Tranche will make available its pro rata portion (determined in accordance with Section 1.07) of each such Borrowing requested in the Notice of Borrowing to be made on such date. All such amounts shall be made available in the currency required by Section 2.02(b) Dollars and in immediately available funds at the Payment Office of the Facility Administrative Agent, and the Facility Administrative Agent will make available to (I) in the case of Loans disbursed in Dollars, the applicable Borrower (and/or its designee(s), to the extent possible and to the extent such designee is a provider of Earmarked Foreign Exchange Arrangements referenced in the definition of Dollar Equivalent) and (II) in the case of Loans disbursed in Euro, designee(s) of the Borrower (to the extent any such designee is the Yard or, in the case of the Hermes Premium, Hermes), in each case prior to 3:00 P.M. (Frankfurt Time) on such day, to the extent of funds actually received by the Facility Agent prior to 12:00 Noon (Frankfurt Time) on such day, in each case at the Payment Office in or such other location as may be reasonably satisfactory to the account(s) Administrative Agent and specified in the applicable relevant Notice of Borrowing, Borrowing the aggregate of the amounts so made available by the LendersLenders prior to 1:00 P.M. (New York time) on such day to the extent of funds actually received by the Administrative Agent prior to such time on such day (provided that on the Amendment No. 4 Effective Date (i) the proceeds of the Tranche B-2 Term Loans shall be applied, first, to repay in full the Tranche B-1 Term Loans (as defined in this Agreement immediately prior to giving effect to Amendment No. 4) other than Converted Term Loans together with all accrued and unpaid interest on all of the Tranche B-1 Term Loans (including Converted Term Loans) and thereafter, shall be made available to the U.S. Borrower and (ii) the proceeds of the Tranche C-2 Term Loans shall be applied, first, to repay in full the Tranche C-1 Term Loans (as defined in this Agreement immediately prior to giving effect to Amendment No. 4) other than the Converted Term Loans together with all accrued and unpaid interest on all of the Tranche C-1 Term Loans (including Converted Term Loans) and thereafter, shall be made available to the Bermuda Borrower). Unless the Facility Administrative Agent shall have been notified by any Lender prior to the date of Borrowing that such Lender does not intend to make available to the Facility Administrative Agent such Lender’s portion of any Borrowing to be made on such date, the Facility Administrative Agent may assume that such Lender has made such amount available to the Facility Administrative Agent on such date of Borrowing and the Facility Administrative Agent may, in reliance upon such assumption, make available to the relevant Borrower a corresponding amount. If such corresponding amount is not in fact made available to the Facility Administrative Agent by such Lender, the Facility Administrative Agent shall be entitled to recover such corresponding amount on demand from such Lender. If such Lender does not pay such corresponding amount forthwith upon the Facility Administrative Agent’s demand therefor, the Facility Administrative Agent shall promptly notify the relevant Borrower to pay immediately such corresponding amount to the Administrative Agent and the such Borrower shall immediately pay such corresponding amount to the Facility Administrative Agent. The Facility Administrative Agent shall also be entitled to recover on demand from such Lender or the Borrower, as the case may be, relevant Borrower interest on such corresponding amount in respect of each day from the date such corresponding amount was made available by the Facility Administrative Agent to the relevant Borrower until the date such corresponding amount is recovered by the Facility Administrative Agent, at a rate per annum equal to (i) if recovered from such Lender, at the overnight Eurodollar Federal Funds Rate and (ii) if recovered from the relevant Borrower, the rate of interest applicable to the respective relevant Borrowing, as determined pursuant to Section 2.061.08. Nothing in this Section 2.04 1.04 shall be deemed to relieve any Lender from its obligation to make Loans hereunder or to prejudice any rights which the a Borrower may have against any Lender as a result of any failure by such Lender to make Loans hereunder.

Disbursement of Funds. No later than 12:00 Noon 3:00 P.M. (Frankfurt New York City time) on the date specified in each Notice of BorrowingBorrowing (or (x) in the case of Swingline Loans, no later than 4:00 P.M. (New York City time) on the date specified pursuant to Section 2.03(b) or (y) in the case of Mandatory Borrowings, no later than 3:00 P.M. (New York City time) on the date specified in Section 2.01(c)), each Lender will make available its pro rata portion (determined in accordance with Section 2.07) of each such Borrowing requested in the Notice of Borrowing to be made on such datedate (or in the case of Swingline Loans, the Swingline Lender will make available the full amount thereof). All such amounts shall will be made available in U.S. Dollars (in the currency required by Section 2.02(bcase of Loans denominated in U.S. Dollars), in Euros (in the case of Euro Denominated Loans) or in the applicable Acceptable Foreign Currency (in the case of Foreign Currency Denominated Loans), as the case may be, and in immediately available funds at the Payment Office of the Facility AgentOffice, and the Facility Administrative Agent will make available to (I) will, except in the case of Revolving Loans disbursed made pursuant to a Mandatory Borrowing or as otherwise provided in Dollars, the Borrower (and/or its designee(slast sentence of Section 3.05(a), make available to the extent possible and relevant Borrower or Borrowers to such account as the applicable Borrower or Borrowers may specify in writing to the extent such designee is a provider of Earmarked Foreign Exchange Arrangements referenced in the definition of Dollar Equivalent) and (II) in the case of Loans disbursed in Euro, designee(s) of the Borrower (to the extent any such designee is the Yard or, in the case of the Hermes Premium, Hermes), in each case prior to 3:00 P.M. (Frankfurt Time) on such day, to the extent of funds actually received by the Facility Administrative Agent prior to 12:00 Noon (Frankfurt Time) on such day, in each case at the Payment Office in the account(s) specified in the applicable Notice of Borrowingrequested Borrowing date, the aggregate of the amounts so made available by the Lenders; provided that, if, on the date of a Borrowing of Revolving Loans (other than a Mandatory Borrowing), there are Unpaid Drawings or Swingline Loans then outstanding, then the proceeds of such Borrowing shall be applied, first, to the payment in full of any such Unpaid Drawings with respect to Letters of Credit, second, to the payment in full of any such Swingline Loans, and third, to the relevant Borrower as otherwise provided above. Unless the Facility Administrative Agent shall have been notified by any Lender prior to the date of Borrowing that such Lender does not intend to make available to the Facility Administrative Agent such Lender’s portion of any Borrowing to be made on such date, the Facility Administrative Agent may assume that such Lender has made such amount available to the Facility Administrative Agent on such date of Borrowing and the Facility Administrative Agent maymay (but shall not be obligated to), in reliance upon such assumption, make available to the relevant Borrower or Borrowers a corresponding amount. If such corresponding amount is not in fact made available to the Facility Administrative Agent by such Lender, the Facility Administrative Agent shall be entitled to recover such corresponding amount on demand from such Lender. If such Lender does not pay such corresponding amount forthwith upon the Facility Administrative Agent’s demand therefor, the Facility Administrative Agent shall promptly notify the relevant Borrower or Borrowers, and the relevant Borrower or Borrowers shall immediately promptly (but in any event within one Business Day) pay such corresponding amount to the Facility Administrative Agent. The Facility Administrative Agent also shall also be entitled to recover on demand from such Lender or the Borrowerrelevant Borrower or Borrowers, as the case may be, interest on such corresponding amount in respect of each day from the date such corresponding amount was made available by the Facility Administrative Agent to the relevant Borrower or Borrowers until the date such corresponding amount is recovered by the Facility Administrative Agent, at a rate per annum equal to (i) if recovered from such Lender, the overnight Federal Funds Rate (or, in the case of Euro Denominated Loans or Foreign Currency Denominated Loans, the cost to the Administrative Agent of acquiring overnight funds in the applicable Foreign Currency) for the first three days and at the overnight Eurodollar Rate interest rate otherwise applicable to such Loans for each day thereafter and (ii) if recovered from the Borrowerrelevant Borrower or Borrowers, the rate of interest applicable to the respective Borrowing, as determined pursuant to Section 2.062.08. Nothing in this Section 2.04 shall be deemed to relieve any Lender from its obligation to make Loans hereunder or to prejudice any rights which the any Borrower may have against any Lender as a result of any failure by such Lender to make Loans hereunder.

Disbursement of Funds. (a) No later than 12:00 Noon 1:00 P.M. (Frankfurt New York City time) on the date specified in each Notice of BorrowingBorrowing (or (i) in the case of Revolving Loans that are Base Rate Loans that are to be made on same day notice, no later than 2:00 P.M. (New York City time) on the date specified pursuant to Section 2.03(a), (ii) in the case of Swingline Loans, no later than 2:00 P.M. (New York City time) on the date specified pursuant to Section 2.03(b) or (iii) in the case of Mandatory Borrowings, no later than 1:00 P.M. (New York City time) on the date specified in Section 2.01(c)), each Lender will make available its pro rata portion (determined in accordance with Section 2.07) of each such Borrowing requested in the Notice of Borrowing to be made on such datedate (or in the case of Swingline Loans, the Swingline Lender will make available the full amount thereof). All such amounts shall will be made available in the currency required by Section 2.02(b) Dollars and in immediately available funds at the Payment Office of the Facility AgentOffice, and the Facility Administrative Agent will make available to (I) in the case of Loans disbursed in Dollars, the Borrower (and/or its designee(s), to the extent possible and to the extent such designee is a provider of Earmarked Foreign Exchange Arrangements referenced in the definition of Dollar Equivalent) and (II) in the case of Loans disbursed in Euro, designee(s) of the Borrower (to the extent any such designee is the Yard or, in the case of the Hermes Premium, Hermes), in each case prior to 3:00 P.M. (Frankfurt Time) on such day, to the extent of funds actually received by the Facility Agent prior to 12:00 Noon (Frankfurt Time) on such day, in each case Borrowers at the Payment Office Office, or to such other account as the Company may specify in writing prior to the account(s) specified in the applicable Notice of BorrowingEffective Date, the aggregate of the amounts so made available by the Lenders; provided, that, if, on the date of a Borrowing of Revolving Loans (other than a Mandatory Borrowing), there are Unpaid Drawings or Swingline Loans then outstanding, then the proceeds of such Borrowing shall be applied, first, to the payment in full of any such Unpaid Drawings with respect to Letters of Credit, second, to the payment in full of any such Swingline Loans, and third, to the Borrowers as otherwise provided above. Unless the Facility Administrative Agent shall have been notified by any Lender prior to the date of any Borrowing that such Lender does not intend to make available to the Facility Administrative Agent such Lender’s portion of any Borrowing to be made on such dateBorrowing, the Facility Administrative Agent may assume that such Lender has made such amount available to the Facility Administrative Agent on such the date of such Borrowing and the Facility Administrative Agent maymay (but shall not be obligated to), in reliance upon such assumption, make available to the Borrower Borrowers a corresponding amount. If such corresponding amount is not in fact made available to the Facility Administrative Agent by such Lender, the Facility Administrative Agent shall be entitled to recover such corresponding amount on demand from such Lender. If such Lender does not pay such corresponding amount forthwith upon the Facility Administrative Agent’s demand therefor, the Facility Administrative Agent shall promptly notify the Borrower Borrowers, and the Borrower Borrowers shall immediately pay repay such corresponding amount to the Facility AgentAdministrative Agent within one Business Day. The Facility Administrative Agent also shall also be entitled to recover on demand from such Lender or the BorrowerBorrowers, as the case may be, interest on such corresponding amount in respect of each day from the date such corresponding amount was made available by the Facility Administrative Agent to the Borrower Borrowers until the date such corresponding amount is recovered by the Facility Administrative Agent, at a rate per annum equal to (iA) if recovered from such Lender, the overnight Federal Funds Effective Rate for the first three days and at the overnight Eurodollar Rate interest rate otherwise applicable to such Loans for each day thereafter and (iiB) if recovered from the BorrowerBorrowers, the rate of interest applicable to the respective Borrowing, as determined pursuant to Section 2.062.08. Nothing in this Section 2.04 shall be deemed to relieve any Lender from its obligation to make Loans hereunder or to prejudice any rights which the Borrower Borrowers may have against any Lender as a result of any failure by such Lender to make Loans hereunder.

Disbursement of Funds. No All Loans (other than Swing Line Loans) under this Agreement shall be made by Lenders simultaneously and proportionately to their respective Pro Rata Shares of the Tranche A Term Loan Commitment, the Tranche B Term Loan Commitment, the Tranche D Term Loan Commitment, the Working Capital Loan Commitment and the Acquisition Loan Commitment, 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 to make the particular type of Loan requested be increased or decreased as a result of a default by any other Lender in that other Lender's obligation to make a Loan requested hereunder. Promptly after receipt by Administrative Agent of a Notice of Borrowing pursuant to subsection 2.1B (or telephonic notice in lieu thereof), Administrative Agent shall notify each Lender or Swing Line Lender, as the case may be, of the proposed borrowing. Each Lender shall make the amount of its Loan available to Administrative Agent not later than 12:00 Noon 1:00 P.M. (Frankfurt Chicago time) on the date applicable Funding Date, in each case in same day funds in Dollars, at the Funding and Payment Office. Except as provided in subsection 2.1A(iv) or subsection 3.3B with respect to Working Capital Loans used to repay Refunded Swing Line Loans or to reimburse any Issuing Lender for the amount of a drawing under a Letter of Credit issued by it, upon satisfaction or waiver of the conditions precedent specified in each Notice of Borrowing, each Lender will make available its pro rata portion of each Borrowing requested in the Notice of Borrowing to be made on such date. All such amounts shall be made available in the currency required by Section 2.02(b) in immediately available funds at the Payment Office of the Facility Agent, and the Facility Agent will make available to subsections 4.1 (I) in the case of Loans disbursed in Dollars, made on the Borrower (and/or its designee(sClosing Date), 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 4.2 (II) in the case of Loans disbursed in Euromade on the Merger Date), designee(s) of the Borrower 4.3 (to the extent any such designee is the Yard or, in the case of Acquisition Loans) and 4.4 (in the Hermes Premium, Hermescase of all Loans (other than Tranche A Term Loans made on the Merger Date)), in each case prior Administrative Agent shall make the proceeds of such Loans available to 3:00 Company on the applicable Funding Date by 2:00 P.M. (Frankfurt Time) on Chicago time), by causing an amount of same day funds in Dollars equal to the proceeds of all such dayLoans received by Administrative Agent from Lenders or Swing Line Lender, as the case may be, to be credited to the extent account of funds actually received by the Facility Agent prior to 12:00 Noon (Frankfurt Time) on such day, in each case Company at the Funding and Payment Office in the account(s) specified in the applicable Notice of Borrowing, the aggregate of the amounts so made available by the LendersOffice. Unless the Facility Administrative 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 Administrative Agent the Facility Agent amount of such Lender’s portion of any Borrowing to be made 's Loan requested on such dateFunding Date, the Facility Administrative Agent may assume that such Lender has made such amount available to the Facility Administrative Agent on such date of Borrowing Funding Date and the Facility Administrative Agent may, in reliance upon such assumptionits sole discretion, but shall not be obligated to, make available to the Borrower Company a corresponding amountamount on such Funding Date. If such corresponding amount is not in fact made available to the Facility Administrative Agent by such Lender, the Facility Administrative Agent shall be entitled to recover such corresponding amount on demand from such LenderLender together with interest thereon, for each day from such Funding Date until the date such amount is paid to Administrative Agent, at the Federal Funds Effective Rate for three Business Days and thereafter at the interest rate applicable to the relevant Loan. If such Lender does not pay such corresponding amount forthwith upon the Facility Administrative Agent’s 's demand therefor, the Facility Administrative Agent shall promptly notify the Borrower Company and the Borrower Company shall immediately pay such corresponding amount to the Facility Agent. The Facility Administrative Agent shall also be entitled to recover on demand from such Lender or the Borrowertogether with interest thereon, as the case may be, interest on such corresponding amount in respect of for each day from the date such corresponding amount was made available by the Facility Agent to the Borrower Funding Date until the date such corresponding amount is recovered by the Facility paid to Administrative Agent, at a rate per annum equal to (i) if recovered from such Lender, at the overnight Eurodollar Rate and (ii) if recovered from the Borrower, the rate payable under this Agreement for Loans of interest applicable the type made on the Funding Date on which, and with respect to the respective Borrowingwhich, as determined pursuant to Section 2.06Administrative Agent made available such amount. Nothing in this Section 2.04 subsection 2.1C shall be deemed to relieve any Lender from its obligation to make Loans fulfill its Commitments hereunder or to prejudice any rights which the Borrower that Company may have against any Lender as a result of any failure default by such Lender hereunder. Unless Administrative Agent shall have been notified by Company prior to the date on which it is scheduled to make payment to Administrative Agent of a payment of principal, interest or fees to Administrative Agent for the account of Lenders that Company does not intend to make available to Administrative Agent such amount on such date, Administrative Agent may assume that Company has made such amount available to Administrative Agent on such date and Administrative Agent may, in its sole discretion, but shall not be obligated to, make available to Lenders a corresponding amount on such date. If such corresponding amount is not in fact made available to Administrative Agent by Company, Administrative Agent shall be entitled to recover such corresponding amount on demand from Company together with interest thereon, for each day from such scheduled payment until the date such amount is paid to Administrative Agent, at the interest rate applicable to the relevant Loan. If Company does not pay such corresponding amount forthwith upon Administrative Agent's demand therefor, Administrative Agent shall promptly notify Lenders and Lenders shall immediately pay such corresponding amount to Administrative Agent together with interest thereon, for each day from the scheduled payment date until the date such amount is paid to Administrative Agent, at the rate payable under this Agreement for Loans hereunderof the type made on such scheduled payment date on which, and with respect to which, Administrative Agent made available such amount.

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

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

Disbursement of Funds. (a) No later than 12:00 Noon 1:00 P.M. (Frankfurt New York City time) on the date specified in each Notice of BorrowingBorrowing (or (x) in the case of Swingline Loans, no later than 4:00 P.M. (New York City time) on the date specified pursuant to Section 2.03(b) or (y) in the case of Mandatory Borrowings, no later than 1:00 P.M. (New York City time) on the date specified in Section 2.01(a)), each Lender under the respective Tranche, subject to Section 15, will make available its pro rata portion (determined in accordance with Section 2.07) of each such Borrowing under such Tranche requested in the Notice of Borrowing to be made on such date. All such amounts shall will be made available in U.S. Dollars (in the currency required by Section 2.02(bcase of U.S. Dollar Denominated Loans) or in Canadian Dollars (in the case of Canadian Dollar Denominated Loans), as the case may be, and in immediately available funds at the Payment Office of the Facility AgentOffice, and the Facility Administrative Agent will make available to (I) in the case of Loans disbursed in Dollars, the relevant Borrower (and/or its designee(s), to the extent possible and to the extent such designee is a provider of Earmarked Foreign Exchange Arrangements referenced in the definition of Dollar Equivalent) and (II) in the case of Loans disbursed in Euro, designee(s) of the Borrower (to the extent any such designee is the Yard or, in the case of the Hermes Premium, Hermes), in each case prior to 3:00 P.M. (Frankfurt Time) on such day, to the extent of funds actually received by the Facility Agent prior to 12:00 Noon (Frankfurt Time) on such day, in each case or Borrowers at the Payment Office in the account(s) specified in the applicable Notice of Borrowing, the aggregate of the amounts so made available by the LendersLenders under the respective Tranche (or in the case of Swingline Loans, the Swingline Lender will make available the full amount thereof). Unless the Facility Administrative Agent shall have been notified by any Lender under the respective Tranche prior to the date of Borrowing under such Tranche that such Lender does not intend to make available to the Facility Administrative Agent such Lender’s portion of any Borrowing under such Tranche to be made on such date, the Facility Administrative Agent may assume that such Lender has made such amount available to the Facility Administrative Agent on such date of Borrowing and the Facility Administrative Agent maymay (but shall not be obligated to), in reliance upon such assumption, make available to the relevant Borrower or Borrowers a corresponding amount. If such corresponding amount is not in fact made available to the Facility Administrative Agent by such Lender, the Facility Administrative Agent shall be entitled to recover such corresponding amount on demand from such Lender. If such Lender does not pay such corresponding amount forthwith upon the Facility Administrative Agent’s demand therefor, the Facility Administrative Agent shall promptly notify the relevant Borrower or Borrowers, and the relevant Borrower or Borrowers shall immediately promptly (but no later than one Business Day following such notice) pay such corresponding amount to the Facility Administrative Agent. The Facility Administrative Agent also shall also be entitled to recover on demand from such Lender or the Borrowerrelevant Borrower or Borrowers, as the case may be, interest on such corresponding amount in respect of each day from the date such corresponding amount was made available by the Facility Administrative Agent to the relevant Borrower or Borrowers until the date such corresponding amount is recovered by the Facility Administrative Agent, at a rate per annum equal to (i) if recovered from such Lender, the overnight Federal Funds Rate (or, in the case of Canadian Dollar Denominated Loans, the cost to the Administrative Agent of acquiring overnight funds in Canadian Dollars) for the first three days and at the overnight Eurodollar Rate interest rate otherwise applicable to such Loans for each day thereafter and (ii) if recovered from the Borrowerrelevant Borrower or Borrowers, the rate of interest applicable to the respective Borrowing, as determined pursuant to Section 2.062.08. Nothing in this Section 2.04 2.04(a) shall be deemed to relieve any Lender under a Tranche from its obligation to make Loans hereunder under such Tranche or to prejudice any rights which the any Borrower may have against any Lender under a Tranche as a result of any failure by such Lender to make Loans hereunderhereunder under such Tranche. Notwithstanding this Section 2.04(a) and subject to the provisions of Section 15, (x) the Fronting Lender shall be obligated to make each Participating Specified Foreign Currency Lender’s pro rata portion of a Specified Foreign Currency Loan and (y) each Participating Specified Foreign Currency Lender shall not be obligated to make its pro rata portion of a Specified Foreign Currency Loan.

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

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

Disbursement of Funds. No later than 12:00 Noon (Frankfurt time) on 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 P.M. (Frankfurt New York City time) on the date specified in each Notice of BorrowingBorrowing (or (x) in the case of Swingline Loans or any Loans made on same day’s notice on the Initial Borrowing Date as permitted pursuant to Section 2.03, no later than 4:00 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 1:00 P.M. (New York City time) on the date specified in Section 2.01(d)), each Lender with a 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 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) 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 the Borrower may specify in writing prior to the account(s) specified in the applicable Notice date of such 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 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 pay on demand 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. (a) No later than 12:00 Noon 1:00 P.M. (Frankfurt New York City time) on the date specified in each Notice of BorrowingBorrowing (or (x) in the case of Swingline Loans, no later than 4:00 P.M. (New York City time) on the date specified pursuant to Section 2.03(b) or (y) in the case of Mandatory Borrowings, no later than 1:00 P.M. (New York City time) on the date specified in Section 2.01(c)), each U.S. Lender or Canadian Lender, as applicable, 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. Borrower Revolving Loans and Swingline Loans) or in Canadian Dollars (in the case of Canadian Borrower Revolving Loans), as the case may be, and in immediately available funds at the Payment Office of the Facility AgentOffice, and the Facility Administrative Agent will make available to (I) in the case of Loans disbursed in Dollars, the relevant Borrower (and/or its designee(s), to the extent possible and to the extent such designee is a provider of Earmarked Foreign Exchange Arrangements referenced in the definition of Dollar Equivalent) and (II) in the case of Loans disbursed in Euro, designee(s) of the Borrower (to the extent any such designee is the Yard or, in the case of the Hermes Premium, Hermes), in each case prior to 3:00 P.M. (Frankfurt Time) on such day, to the extent of funds actually received by the Facility Agent prior to 12:00 Noon (Frankfurt Time) on such day, in each case or Borrowers at the Payment Office in the account(s) specified in the applicable Notice of Borrowing, the aggregate of the amounts so made available by such Lenders (or in the Lenderscase of Swingline Loans, the Swingline Lender will make available the full amount thereof). Unless the Facility Administrative Agent shall have been notified by any Lender 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 Borrower relevant U.S. Borrowers (jointly and severally) or Canadian Borrower, as applicable, and the relevant 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 relevant U.S. Borrowers (jointly and severally) or Canadian Borrower, as applicable, as the case may bebe but without duplication, interest on such corresponding amount in respect of each day from the date such corresponding amount was made available by the Facility Administrative Agent to the relevant Borrower or Borrowers until the date such corresponding amount is recovered by the Facility Administrative Agent, at a rate per annum equal to (i) if recovered from such Lender, the overnight Federal Funds Rate (or, in the case of Canadian Borrower Revolving Loans, the cost to the Administrative Agent of acquiring overnight funds in Canadian Dollars) for the first three days and at the overnight Eurodollar Rate interest rate otherwise applicable to such Loans for each day thereafter and (ii) if recovered from the Borrowerrelevant Borrower or Borrowers, the rate of interest applicable to the respective Borrowing, as determined pursuant to Section 2.062.08. Nothing in this Section 2.04 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 (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 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 2:00 P.M. (Frankfurt London time) on the date specified in each Notice of Borrowing, each Lender Lender, subject to Section 15, will make available its pro rata portion (determined in accordance with Section 2.07) of each such Borrowing requested in the Notice of Borrowing to be made on such date. All such amounts shall will be made available in U.S. Dollars (in the currency required by Section 2.02(bcase of U.S. Dollar Loans), in Australian Dollars (in the case of Australian Dollar Loans), in Pounds Sterling (in the case of Sterling Loans) or Euros (in the case of Euro Loans), as the case may be, and in immediately available funds at the Payment Office of the Facility AgentOffice, and the Facility Agent will make available to (I) in the case of Loans disbursed in Dollars, the relevant Borrower (and/or its designee(s), to the extent possible and to the extent such designee is a provider of Earmarked Foreign Exchange Arrangements referenced in the definition of Dollar Equivalent) and (II) in the case of Loans disbursed in Euro, designee(s) of the Borrower (to the extent any such designee is the Yard or, in the case of the Hermes Premium, Hermes), in each case prior to 3:00 P.M. (Frankfurt Time) on such day, to the extent of funds actually received by the Facility Agent prior to 12:00 Noon (Frankfurt Time) on such day, in each case or Borrowers at the Payment Office in the account(s) specified in the applicable Notice of Borrowing, the aggregate of the amounts so made available by the Lenders. Unless the Administrative Agent and the Facility Agent shall have been notified by any Lender prior to the date of Borrowing that such Lender does not intend to make available to the Facility Agent such Lender’s portion of any Borrowing to be made on such date, the Facility Agent may assume that such Lender has made such amount available to the Facility Agent on such date of Borrowing and the Facility Agent maymay (but shall not be obligated to), in reliance upon such assumption, make available to the relevant Borrower or Borrowers a corresponding amount. If such corresponding amount is not in fact made available to the Facility Agent by such Lender, the Facility Agent shall be entitled to recover such corresponding amount on demand from such Lender. If such Lender does not pay such corresponding amount forthwith upon the Facility Agent’s demand therefor, the Facility Agent shall promptly notify the relevant Borrower or Borrowers, and the relevant Borrower or Borrowers shall immediately pay such corresponding amount to the Facility Agent. The Facility Agent also shall also be entitled to recover on demand from such Lender or the Borrowerrelevant Borrower or Borrowers, as the case may be, interest on such corresponding amount in respect of each day from the date such corresponding amount was made available by the Facility Agent to the relevant Borrower or Borrowers until the date such corresponding amount is recovered by the Facility Agent, at a rate per annum equal to (i) if recovered from such Lender, the overnight Federal Funds Rate (or, in the case of Australian Dollar Loans, Sterling Loans or Euro Loans, the cost to the Facility Agent of acquiring overnight funds in Australian Dollars, Pounds Sterling or Euros, as the case may be) for the first three days and at the overnight Eurodollar Rate interest rate otherwise applicable to such Loans for each day thereafter and (ii) if recovered from the Borrowerrelevant Borrower or Borrowers, the rate of interest applicable to the respective Borrowing, as determined pursuant to Section 2.062.08. Nothing in this Section 2.04 shall be deemed to relieve any Lender from its obligation to make Loans hereunder or to prejudice any rights which the any Borrower may have against any Lender as a result of any failure by such Lender to make Loans hereunder. Notwithstanding this Section 2.04 and subject to the provisions of Section 15, (x) the Fronting Lender shall be obligated to make each Participating Specified Foreign Currency Lender’s pro rata portion of a Specified Foreign Currency Loan and (y) each Participating Specified Foreign Currency Lender shall not be obligated to make its pro rata portion of a Specified Foreign Currency Loan.

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

Disbursement of Funds. No later than 12:00 Noon (Frankfurt time) on the date specified in each Notice of Borrowing, each Lender will make available its pro rata portion of each Borrowing requested in the Notice of Borrowing to be made on such date. All such amounts shall be made available in the currency required by Section 2.02(b) in immediately available funds at the Payment Office of the Facility Agent, and the Facility Agent will make available to (I) in the case of Loans disbursed in Dollars, the 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 Except as otherwise specifically provided in --------------------- the immediately succeeding sentence, no later than 12:00 Noon 2:00 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 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 Operations Agent, and the Facility Operations 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 available to the appropriate Borrower at the Payment Office or, if specified in the Notice of Borrowing, such Borrower's account with its Custodian in accordance with the standard instructions provided in the Notice of Borrowing. Unless the Facility Operations 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 Operations Agent such Lender’s Bank's portion of any Borrowing to be made on such date, the Facility Operations Agent may assume that such Lender Bank has made such amount available to the Facility Operations Agent on such date of Borrowing and the Facility Operations Agent may, in reliance upon such assumption, make available to the respective Borrower a corresponding amount. If such corresponding amount is not in fact made available to the Facility Operations Agent by such LenderBank, the Facility Operations 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 Operations Agent’s 's demand therefor, the Facility Operations Agent shall promptly notify the respective Borrower or Borrowers, and the such Borrower or Borrowers shall immediately pay (from the assets of such Borrower or Borrowers) such corresponding amount to the Facility Operations Agent. The Facility Operations Agent shall also be entitled to recover on demand from such Lender Bank or the respective Borrower, as the case may be, interest on such corresponding amount in respect of each day from the date such corresponding amount was made available by the Facility Operations Agent to the such Borrower or Borrowers until the date such corresponding amount is recovered by the Facility Operations 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 respective 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 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 timea) on Subject to the date specified in each Notice of Borrowingterms and conditions --------------------- hereinafter provided, each Lender Bank will make available its pro rata portion share, if any, --- ---- of each Borrowing requested in the Notice of Borrowing to be made on the date specified in a Notice of Borrowing or a Notice of Competitive Bid Borrowing, as the case may be, in the manner provided below by no later than 1:00 P.M. (New York time) on such date, but, in the case of a Borrowing of Base Rate Loans, only to the extent that such Bank has received a notice from the Administrative Agent of such proposed Borrowing. All such amounts shall be made available to the Administrative Agent (x) in the currency required by Section 2.02(bcase of a Borrowing of Revolving Loans, in Dollars and (y) in the case of a Competitive Bid Borrowing, in Dollars or an Approved Alternate Currency as specified in such Notice of Competitive Bid Borrowing and, in each case, in immediately available funds at the Payment Office of the Facility AgentOffice, and the Facility Administrative Agent will promptly will, on the date specified in such Notice of Borrowing, make available to (I) in the case of Loans disbursed in Dollars, the Borrower (and/or by depositing to its designee(s), to the extent possible and to the extent such designee is a provider of Earmarked Foreign Exchange Arrangements referenced in the definition of Dollar Equivalent) and (II) in the case of Loans disbursed in Euro, designee(s) of the Borrower (to the extent any such designee is the Yard or, in the case of the Hermes Premium, Hermes), in each case prior to 3:00 P.M. (Frankfurt Time) on such day, to the extent of funds actually received by the Facility Agent prior to 12:00 Noon (Frankfurt Time) on such day, in each case account at the Payment Office in the account(s) specified in the applicable Notice of Borrowing, the aggregate of the amounts so made available by the LendersBanks by the time specified in the preceding sentence in the type of funds received. Unless the Facility Administrative Agent shall have been notified by any Lender Bank prior to the date of Borrowing that such Lender Bank does not intend to make available to the Facility Administrative Agent such Lender’s portion its portion, if any, of any Borrowing the Bor rowing or Borrowings to be made on such date, the Facility Administrative Agent may assume that such Lender Bank has made such amount available to the Facility Administrative Agent on such date of Borrowing Bor rowing, and the Facility Agent mayAdministrative Agent, in reliance upon such assumption, may (in its sole discretion and without any obligation to do so) make available to the Borrower a corresponding corre sponding amount. If such corresponding amount is not in fact made available to the Facility Administrative Agent by such LenderBank and the Administrative Agent has made available same to the Borrower, the Facility Administrative Agent shall be entitled to recover such corresponding amount on demand from such LenderBank. If such Lender Bank does not pay such corresponding amount forthwith upon the Facility Administrative Agent’s 's demand therefor, the Facility Administrative Agent shall promptly notify the Borrower Borrower, and the Borrower shall immediately pay such corresponding amount to the Facility Administrative Agent. The Facility Administrative Agent shall also be entitled to recover on demand from such Lender Bank or the Borrower, as the case may be, interest on such corresponding amount in respect of each day from the date such corresponding amount was made available by the Facility Administrative Agent to the Borrower until to the date such corresponding amount is recovered by the Facility Administrative Agent, at a rate per annum equal to (ix) if recovered from to be paid by such LenderBank, the customary rate set by the Administrative Agent for the correction of errors among banks for each day during the period consisting of the first three Business Days following such date of availability and thereafter at the overnight Eurodollar Base Rate and or (iiy) if recovered from to be paid by the Borrower, the then applicable rate of interest applicable to interest, calculated in accordance with Section 1.09 for the respective Borrowing, as determined pursuant to Section 2.06. Nothing in this Section 2.04 shall be deemed to relieve any Lender from its obligation to make Loans hereunder or to prejudice any rights which the Borrower may have against any Lender as a result of any failure by such Lender to make Loans hereunderLoans.

Disbursement of Funds. (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 3:00 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 4:00 P.M. (New York City time) on the date specified in 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 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 writing prior to the account(s) specified in the applicable Notice of BorrowingInitial 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 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.

Disbursement of Funds. No later than 12:00 Noon Each Borrowing shall be made upon the Borrower’s irrevocable written notice delivered to the Administrative Agent in the form of a Borrowing Notice, which notice must be received by the Administrative Agent prior to 9:00 a.m. (Frankfurt New York City time) on the date specified in each day which is twelve (12) Business Days (or such shorter period, as the Administrative Agent may agree) prior to the requested Borrowing date. Each Borrowing Notice shall specify: the Class of such Borrowing; the amount of the Borrowing, which, in the case of a Borrowing of a DDTL, shall be in compliance with clause (h) of this Section 2.02; the requested Borrowing date, which shall be a Business Day; the number and location of the account (which, for any Borrowing that occurs on or after the DACA Compliance Date, shall be an account subject to an Account Control Agreement) to which funds are to be disbursed; and the Interest Period applicable to such Loans. Upon receipt of such Borrowing Notice, the Administrative Agent shall promptly notify each applicable Lender of its pro rata portion of the Borrowing. Each applicable Lender will make available its pro rata portion of each Borrowing requested in the Notice of Borrowing applicable Loans to be made on such date. All such amounts shall be made available by it in the currency required manner provided below by Section 2.02(b) no later than 1:00 p.m. on the date of the Borrowing. Each applicable Lender shall make available to the Administrative Agent in immediately available funds, in Dollars, all amounts such Lender is required to fund to the Borrower, and, following receipt of all requested funds at in an account designated by the Payment Office of the Facility Administrative Agent, and the Facility Administrative Agent will make available to (I) the Borrower in the case of Loans disbursed immediately available funds, 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 available, by remitting such aggregate amount to the Lendersaccount (which, for any Borrowing that occurs on or after the DACA Compliance Date, must be subject to an Account Control Agreement) specified in the applicable Borrowing Notice. Unless the Facility Agent shall have been notified by The failure of any Lender prior to the date of Borrowing that such Lender does not intend to make available the amounts it is required to the Facility Agent such Lender’s portion of any Borrowing fund hereunder or to make a payment required to be made on such dateby it under any Loan Document shall not relieve any other Lender of its obligations under any Loan Document, but no Lender shall be responsible for the Facility Agent may assume that such failure of any other Lender has to make any payment required to be 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 other 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 2.06under any Loan Document. Nothing in this Section 2.04 2.02 shall be deemed to relieve any Lender from its obligation to make Loans fulfill its commitments hereunder or to prejudice any rights which that the Borrower may have against any Lender as a result of any failure default by such Xxxxxx xxxxxxxxx (it being understood, however, that no Lender shall be responsible for the failure of any other Lender to make Loans fulfill its commitments hereunder). Borrowings of more than one Class may be outstanding at the same time; provided, that there shall not at any time be more than a total of four (4) different Interest Periods in effect at any time (or such greater number of different Interest Periods as the Administrative Agent may agree from time to time). Notwithstanding any other provision of this Loan Agreement, the Borrower shall not, nor shall it be entitled to, request (x) any Borrowing if the initial Interest Period applicable thereto would end after the Maturity Date applicable to such Loans, (y) more than five (5) Borrowings of DDTLs during the life of this Loan Agreement and (z) a Borrowing of DDTLs on or after the DDTL Commitment Expiration Date. Each Borrowing in respect of DDTL Commitments shall comprise an aggregate principal amount of not less than $5,000,000.

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. (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 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 and in the case of any Euro Denominated Loans or Sterling Denominated Loans, the Fronting Lender shall make available each applicable Revolving Participant’s pro rata portion of such Loan; provided that the Fronting Lender shall not be obligated to make available the pro rata portion of any Defaulting Lender’s Loan). 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 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 Except as otherwise specifically provided in the immediately succeeding sentence, no later than 12:00 Noon 11:00 A.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 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 11:00 A.M. (New York time) on the date specified in Section 1.01(c)) each Lender with a 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, the Swingline Lender will make available the full amount thereof). All such amounts shall be made available in Dollars (or, (x) in the currency required by Section 2.02(bcase of Alternate Currency Revolving Loans, in the relevant Alternate Currency and (y) in the case of Swingline Loans denominated in Euros, in Euros) and in immediately available funds at the Payment Office of the Facility Agent, Administrative Agent 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, the Borrower (and/or its designee(s), make available 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 Borrowers (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 2:30 P.M. (Frankfurt New York Time) on such day, day to the extent of funds actually received by the Facility Administrative Agent prior to 12:00 Noon 11:00 A.M. (Frankfurt New York Time) on such day, in each case ) at the Payment Office in Dollars (or, (x) in the account(scase of Alternate Currency Revolving Loans, in the relevant Alternate Currency and (y) in the case of Swingline Loans denominated in Euros, in Euros) in the account 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 may, 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 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 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 (i) if recovered from such Lender, at the overnight Eurodollar Federal Funds Rate and (ii) if recovered from the BorrowerBorrowers, the rate of interest applicable to the respective Borrowing, as determined pursuant to Section 2.061.07. 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) Not later than 12:00 Noon 1:00 P.M. (Frankfurt New York time) on the date specified in each Notice of BorrowingBorrowing (or (x) in the case of Swingline Loans, not later than 4:00 P.M. (New York time) on the date specified in Section 1.03(b)(i) or (y) in the case of Mandatory Borrowings, not later than 12:00 Noon (New York time) on the date specified in Section 1.01(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) 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 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 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 Company 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 Company, 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, 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 Lender the 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 (ix) if recovered from paid by such LenderBank, 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 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 (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 (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 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(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 2.061.08. 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 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. (a) No later than 12:00 Noon (Frankfurt time) 11:00 A.M. on the date specified in each Notice of BorrowingClosing Date, each Lender will make available its pro PRO rata portion share of each Borrowing the Bridge Loan requested in the Notice of Borrowing to be made on such datedate in the manner provided below. All such amounts shall be made available to the Agents in the currency required by Section 2.02(b) in U.S. Legal Tender and immediately available funds at the Payment Office of the Facility Agent, and the Facility Agent Agents immediately will make available to (I) in the case of Loans disbursed in Dollars, the Borrower (and/or Company by depositing to its designee(s), to the extent possible and to the extent such designee is a provider of Earmarked Foreign Exchange Arrangements referenced in the definition of Dollar Equivalent) and (II) in the case of Loans disbursed in Euro, designee(s) of the Borrower (to the extent any such designee is the Yard or, in the case of the Hermes Premium, Hermes), in each case prior to 3:00 P.M. (Frankfurt Time) on such day, to the extent of funds actually received by the Facility Agent prior to 12:00 Noon (Frankfurt Time) on such day, in each case account at the Payment Office in the account(s) specified in the applicable Notice of Borrowing, the aggregate of the amounts so made available by in the Lenderstype of funds received. Unless the Facility Agent Agents shall have been notified by any Lender prior to the date of Borrowing Closing Date that such Lender does not intend to make available to the Facility Agent such Lender’s Agents its portion of any Borrowing the Bridge Loan to be made on such date, the Facility Agent Agents may assume that such Lender has made such amount available to the Facility Agent Agents on such date of Borrowing date, and the Facility Agent mayAgents, in reliance upon such assumption, may (in their sole discretion and without any obligation to do so) make available to the Borrower Company a corresponding amount. If such corresponding amount is not in fact made available to the Facility Agent Agents by such LenderLender and the Agents have made available same to the Company, the Facility Agent Agents shall be entitled to recover such corresponding amount on demand from such Lender. If such Lender does not pay such corresponding amount forthwith upon the Facility Agent’s Agents' demand therefor, the Facility Agent Agents shall promptly notify the Borrower Company, and the Borrower Company shall immediately pay such corresponding amount to the Facility AgentAgents. The Facility Agent Agents shall also be entitled to recover on demand from such Lender or the BorrowerCompany, as the case may be, interest on such corresponding amount in respect of each day from the date such corresponding amount was made available by the Facility Agent Agents to the Borrower until Company to the date such corresponding amount is recovered by the Facility AgentAgents, at a rate per annum equal to (ix) if recovered from paid by such Lender, at the overnight Eurodollar Federal Funds Rate and or (iiy) if recovered from paid by the BorrowerCompany, the then applicable rate of interest applicable to on the respective Borrowing, as determined pursuant to Section 2.06. Nothing in this Section 2.04 shall be deemed to relieve any Lender from its obligation to make Loans hereunder or to prejudice any rights which the Borrower may have against any Lender as a result of any failure by such Lender to make Loans hereunderLoans.

Disbursement of Funds. No later than 12:00 Noon (Frankfurt New York time) on the date specified in each Notice of BorrowingBorrowing (or (x) in the case of Swingline Loans, no later than the close of business on the date specified pursuant to Section 1.03(b)(i) or (y) in case of Mandatory Borrowings, not later than 12:00 Noon (New York time) on the date specified in Section 1.01(c)), each Lender Bank will make available its pro rata portion (based on the Percentages of the Banks) of each Borrowing requested in the Notice of Borrowing to be made on such datedate (or in the case of Swingline Loans, the Swingline Bank shall make available the full amount thereof). All such amounts shall be made available in the currency required by Section 2.02(b) Dollars and in immediately available funds at the Payment Office of the Facility Agent, and the Facility Agent will make available to (I) the Borrower at the Payment Office, in the case of Loans disbursed Dollars and in Dollarsimmediately available funds, the Borrower (and/or its designee(s), to the extent possible and to the extent such designee is a provider of Earmarked Foreign Exchange Arrangements referenced in the definition of Dollar Equivalent) and (II) in the case of Loans disbursed in Euro, designee(s) aggregate of the Borrower amounts so made available by the Banks (to the extent any such designee is the Yard or, in the case of the Hermes Premium, Hermes), in each case prior to 3:00 1:00 P.M. (Frankfurt TimeNew York time)) on such day, to the extent of funds actually received by the Facility Agent prior to 12:00 Noon (Frankfurt TimeNew York time) on such day, in each case at the Payment Office in the account(s) specified in the applicable Notice of Borrowing, the aggregate of the amounts so made available by the Lenders. Unless the Facility Agent shall have been notified by any Lender Bank prior to the date of Borrowing that such Lender Bank does not intend to make available to the Facility Agent such Lender’s Bank's portion of any Borrowing to be made on such date, the Facility Agent may assume that such Lender Bank has made available such amount available to the Facility Agent on such date of Borrowing and the Facility Agent may, in reliance upon such assumption, make available to the Borrower a corresponding amount. If such corresponding amount is not in fact made available to the Facility Agent by such LenderBank, the Facility Agent shall be entitled to recover such corresponding amount on demand from such LenderBank. If such Lender Bank does not pay such corresponding amount forthwith upon the Facility Agent’s 's demand therefor, the Facility Agent shall promptly notify the Borrower and the Borrower shall immediately pay such corresponding amount to the Facility AgentAgent within three Business Days following such notice. The Facility Agent shall also be entitled to recover on demand from such Lender Bank or the Borrower, as the case may be, interest on such corresponding amount in respect of each day from the date such corresponding amount was made available by the Facility Agent to the Borrower until the date such corresponding amount is recovered by the Facility Agent, at a rate per annum equal to (i) if recovered from such LenderBank, at the overnight Eurodollar Federal Funds Rate and (ii) if recovered from the Borrower, the rate of interest applicable to the respective Borrowing, as determined pursuant to Section 2.061.08. Nothing in this Section 2.04 1.04 shall be deemed to relieve any Lender Bank from its obligation to make Revolving Loans hereunder or to prejudice any rights which the Borrower may have against any Lender Bank as a result of any failure by such Lender Bank to make Revolving Loans hereunder.

Disbursement of Funds. 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. (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 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 and in the case of any Euro Denominated Loans or Sterling Denominated Loans, the Fronting Lender shall make available each applicable Revolving Participant’s pro rata portion of such Loan; provided that the Fronting Lender shall not be obligated to make available the pro rata portion of any Defaulting Lender’s Loan). 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 Agent. The Facility Agent shall also be entitled to recover on demand from such Lender or the Borrower, as the case may be, interest on such corresponding amount in respect of each day from the date such corresponding amount was made available by the Facility Agent to the Borrower until the date such corresponding amount is recovered by the Facility Agent, at a rate per annum equal to (i) if recovered from such Lender, at the overnight Eurodollar Rate and (ii) if recovered from the Borrower, the rate of interest applicable to the respective Borrowing, as determined pursuant to Section 2.06. Nothing in this Section 2.04 shall be deemed to relieve any Lender from its obligation to make Loans hereunder or to prejudice any rights which the Borrower may have against any Lender as a result of any failure by such Lender to make Loans hereunder.the

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

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

Disbursement of Funds. No Promptly after receipt of a Notice of Borrowing related to a Loan pursuant to subsection 2.1(b) (or telephonic notice thereof), the Agent shall notify each Bank of the proposed borrowing. Each Bank shall make the amount of its Loan available to the Agent, in same day funds, at its Payment Office not later than 12:00 Noon 1:00 P.M. (Frankfurt New York time) on the date Funding Date. Upon satisfaction or waiver of the conditions precedent specified in each Notice Article V, 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 Loan on such dateFunding Date (which such notice, if so received by the Agent, shall promptly 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 Rate. 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 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 2.1(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 that the Borrower may have against any Lender Bank as a result of any failure default by such Lender to make Loans Bank hereunder.

Disbursement of Funds. No (i) If notice of Advances is provided in accordance with Section 2.1(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 later than 12:00 Noon (Frankfurt timeLocal Time) on the date specified in each Notice of BorrowingBorrowing (or (x) in the case of Swingline Loans, no later than 3:00 P.M. (Local Time, in the case of Dollar Denominated Swingline Loans or London time, in the case of Euro Denominated Swingline Loans) on the date specified pursuant to Section 2.03(b)(i) or (y) in the case of Mandatory Borrowings, no later than 12:00 Noon (Local Time) on the date specified in Section 2.01(h)), each Lender with a Commitment of the respective Tranche will make available its pro rata portion of each such Borrowing requested in the Notice of Borrowing to be made on such datedate (or, in the case of Swingline Loans, the Swingline Lender shall make available the full amount thereof). All such amounts shall be made available in Dollars (or, in the currency required by Section 2.02(bcase of Alternate Currency Loans, in the Alternate Currency for the relevant Tranche) and in immediately available funds at the applicable Payment Office of the Facility AgentOffice, and the Facility Administrative Agent will make available to (I) will, except in the case of Loans disbursed in Dollarsa Mandatory Borrowing, the Borrower (and/or its designee(s), make available to the extent possible and to the extent relevant Borrower at such designee is a provider of Earmarked Foreign Exchange Arrangements referenced Payment Office in the definition of Dollar Equivalent) and Dollars (II) in the case of Loans disbursed in Euro, designee(s) of the Borrower (to the extent any such designee is the Yard or, in the case of the Hermes Premium, Hermes)Alternate Currency Loans, in each case prior to 3:00 P.M. (Frankfurt Timethe Alternate Currency for such Tranche) on such day, to the extent of funds actually received by the Facility Agent prior to 12:00 Noon (Frankfurt Time) on such day, in each case at the Payment Office in the account(s) specified in the applicable Notice of Borrowing, the aggregate of the amounts so made available by the Lenders; provided that, if, on the date of a Borrowing of Revolving Loans (other than a Mandatory Borrowing), there are Unpaid Drawings or Swingline Loans then outstanding, then the proceeds of such Borrowing shall be applied, first, to the payment in full of any such Unpaid Drawings with respect to Letters of Credit, second, to the payment in full of any such Swingline Loans, and third, to the respective Borrower as otherwise provided above. Unless the Facility Administrative Agent shall have been notified by any Lender prior to the date of Borrowing that such Lender does not intend to make available to the Facility Administrative Agent such LenderXxxxxx’s portion of any Borrowing to be made on such date, the Facility Administrative Agent may assume that such Lender Xxxxxx has made such amount available to the Facility Administrative Agent on such date of Borrowing and the Facility Administrative Agent may, in reliance upon such assumption, make available to the relevant Borrower a corresponding amount. If such corresponding amount is not in fact made available to the Facility Administrative Agent by such Lender, the Facility Administrative Agent shall be entitled to recover such corresponding amount on demand from such Lender. If such Lender does not pay such corresponding amount forthwith upon the Facility Administrative Agent’s demand therefor, the Facility Administrative Agent shall promptly notify the relevant Borrower and the such Borrower shall immediately pay such corresponding amount to the Facility Administrative Agent. The Facility Administrative Agent shall also be entitled to recover on demand from such Lender or the Borrower, as the case may be, interest on such corresponding amount in respect of each day from the date such corresponding amount was made available by the Facility Agent to the Borrower until the date such corresponding amount is recovered by the Facility Agent, at a rate per annum equal to (i) if recovered from such Lender, at the overnight Eurodollar Rate and (ii) if recovered from the Borrower, the rate of interest applicable to the respective Borrowing, as determined pursuant to Section 2.06. Nothing in this Section 2.04 shall be deemed to relieve any Lender from its obligation to make Loans hereunder or to prejudice any rights which the Borrower may have against any Lender as a result of any failure by such Lender to make Loans hereunder.73 150546217_8170136845_8

Disbursement of Funds. No later than 12:00 Noon (Frankfurt time) on On the date specified in each Notice of BorrowingAdvance is to be made, each Lender Bank will make available to the Agent its pro rata portion Commitment Percentage of each Borrowing the Advance 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, not later than 1:00 p.m. (Indianapolis time) at the Payment Office of the Facility Agentaccount specified in Section 2.05(c), 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, Company the aggregate of the amounts so made available by the LendersBanks, in immediately available funds by disbursing such amounts to an account established by the Company with the Agent for that purpose. Unless the Facility Agent shall have been notified by any Lender Bank prior to the date of Borrowing an Advance that such Lender Bank does not intend to make available to the Facility Agent such Lender’s portion Bank's Commitment Percentage of any Borrowing the Advance 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 the date of Borrowing the Advance and the Facility Agent may, in reliance upon such assumption, make available to the Borrower a corresponding amountCompany such Bank's Commitment Percentage thereof. If such corresponding amount is Bank does not in fact made make available to the Facility Agent by such Lenderamount on the date of such Advance, the Facility Agent shall be entitled to recover such corresponding amount on demand from such LenderBank. If such Lender a 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 within one Banking Day repay a corresponding amount to the Facility Agent. The Facility Agent shall also be entitled to recover on demand from such Lender or the Borrower, as the case may be, together with interest on such corresponding amount in respect of each day from and including 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 the interest 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 related Advance during the period in question (which amounts the Agent shall be entitled to Section 2.06retain for its own account). Nothing in this Section 2.04 herein shall be deemed to relieve any Lender Bank from its obligation to make Loans hereunder fund its Commitment Percentage of each requested Advance, or to prejudice any rights which the Borrower Company may have against any Lender a Bank as a result of any failure by such Lender Bank to make Loans hereunderfund its Commitment Percentage of any requested Advance. The Company agrees that upon demand by any Bank (which demand shall be accompanied by a statement setting forth the basis for the calculations of the amount being claimed) the Company will indemnify such Bank against any net loss or expense which such Bank sustains or incurs, as reasonably determined by such Bank, as a result of any failure of the Company to borrow any Advance on the date specified therefor in an Advance request.

Disbursement of Funds. No (a) Subject to the satisfaction of the conditions set forth in Sections 5, 5A and 5B, as applicable, not later than 12:00 Noon 1:00 P.M. (Frankfurt New York time) on the date specified in each Notice of BorrowingBorrowing (or (x) in the case of Swingline Loans, not later than 4:00 P.M. (New York time) on the date specified in Section 1.03(b)(i) or (y) in the case of Mandatory Borrowings, not later than 12:00 Noon (New York time) on the date specified in Section 1.01(e)), each Lender will make available its pro rata portion share, if any, of each Borrowing requested in the Notice of Borrowing to be made on such datedate (or in the case of Swingline Loans, BTCo shall make available the full amount thereof) in the manner provided below. All such amounts shall be made available to the Administrative Agent in U.S. Dollars (or, in the currency required by Section 2.02(bcase of Alternate Currency Loans, in Alternate Currency) and in immediately available funds at the Payment Office of the Facility Agent, and the Facility Administrative Agent promptly will make available to (I) in the case of Loans disbursed in Dollars, the applicable Borrower (and/or by depositing to its designee(s), to the extent possible and to the extent such designee is a provider of Earmarked Foreign Exchange Arrangements referenced in the definition of Dollar Equivalent) and (II) in the case of Loans disbursed in Euro, designee(s) of the Borrower (to the extent any such designee is the Yard or, in the case of the Hermes Premium, Hermes), in each case prior to 3:00 P.M. (Frankfurt Time) on such day, to the extent of funds actually received by the Facility Agent prior to 12:00 Noon (Frankfurt Time) on such day, in each case account at the Payment Office in the account(s) specified in the applicable Notice of Borrowing, the aggregate of the amounts so made available by in the Lenderstype of funds received. Unless the Facility Administrative Agent shall have been notified by any Lender prior to the date of Borrowing that such Lender does not intend to make available to the Facility Administrative Agent such Lender’s its portion of any the Borrowing or Borrowings to be made on such date, the Facility Administrative Agent may assume that such Lender has made such amount available to the Facility Administrative Agent on such date of Borrowing Borrowing, and the Facility Agent mayAdministrative Agent, in reliance upon such assumption, may (in its sole discretion and without any obligation to do so) make available to the applicable Borrower a corresponding amount. If such corresponding corre- sponding amount is not in fact made available to the Facility Administrative Agent by such LenderLender and the Administrative Agent has made available same to the applicable Borrower, the Facility Administrative Agent shall be entitled to recover such corresponding amount on demand from such Lender. If such Lender does not pay such corresponding amount forthwith upon the Facility Administrative Agent’s 's demand therefor, the Facility Administrative Agent shall promptly notify the Borrower applicable Borrower, and the applicable Borrower shall immediately pay such corresponding amount to the Facility Administrative Agent, which payment may be made, subject to the terms and conditions of this Agreement, from the proceeds of a Loan. The Facility Administrative Agent shall also be entitled to recover on demand from such the Lender or the applicable Borrower, as the case may be, interest on such corresponding amount in respect of each day from the date such corresponding amount was made available by the Facility Administrative Agent to the applicable Borrower until to the date such corresponding amount is recovered by the Facility Administrative Agent, at a rate per annum equal to (ix) if recovered from paid by such Lender, at the overnight Eurodollar Federal Funds Rate and or (iiy) if recovered from paid by the applicable Borrower, the then applicable rate of interest applicable to the respective Borrowinginterest, as determined pursuant to calculated in accordance with Section 2.06. 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 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 the account(s) specified in the applicable Notice of Borrowingwriting, 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 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 3:00 P.M. (New York time) on the date specified pursuant to Section 1.03(b)(i) and (y) in the case of Mandatory Borrowings, not later than 10:00 A.M. (New York time) on the date specified in Section 1.01(f)), each Lender with a Commitment under the respective Tranche (or each Lender required to make Loans pursuant to the respective 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 Lender 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 in Euros (in the case of Euro Denominated Loans), as the case may be, and in immediately available funds at the Payment Office of the Facility Administrative Agent, and the Facility Administrative Agent will make available to the respective Borrower at the Payment Office or such other location as may be reasonably satisfactory to the Administrative Agent and specified in the relevant Notice of Borrowing (I) or to the Swingline Lender 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 LendersLenders prior to (x) 3:00 P.M. (New York time) on such day (excluding Swingline Loans and Revolving Loans made pursuant to Mandatory Borrowings) and (y) 4:00 P.M. (New York time) on such day, in the case of any Swingline Loan, in each case to the extent of funds actually received by the Administrative Agent prior to such times on such day. 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 '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 '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 U.S. Borrower or the European 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 respective Borrower until the date such corresponding amount is recovered by the Facility Administrative Agent, at a rate per annum equal to (i) if recovered from such Lender, at the overnight Eurodollar 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 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 pursuant to Section 1.03(b)(i) and (y) in the case of Mandatory Borrowings, not later than 1:00 P.M. (New York time) on the date specified in Section 1.01(d), each Lender 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 (x) in the case of CL Loans, the Administrative Agent shall make available the full amount thereof to the extent of funds then on deposit in the Credit-Linked Deposit Account as provided below in this Section 1.04 and (y) in the case of Swingline Loans, the Swingline Lender shall make available the full amount thereof). Each CL Lender hereby irrevocably authorizes the Administrative Agent to fund each CL Loan to be made by such CL Lender hereunder solely by requesting the Deposit Bank (and the Deposit Bank hereby agrees) to withdraw such CL Lender's CL Percentage of the Credit-Linked Deposits on deposit with the Deposit Bank in the Credit-Linked Deposit Account and to pay same over to the Administrative Agent. All such amounts shall be made available in the currency required by Section 2.02(b) Dollars in immediately available funds at the Payment Office of the Facility AgentOffice, and the Facility Administrative Agent will make available to the Borrower at the Payment Office (I) or to the Swingline Lender 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 LendersLenders (or, in the case of CL Loans, by the Deposit Bank) prior to (x) 2:00 P.M. (New York time) on such day (excluding Swingline Loans and Revolving Loans made pursuant to Mandatory Borrowings) and (y) 2:00 P.M. (New York time) on such day, in the case of any Swingline Loan, in each case to the extent of funds actually received by the Administrative Agent prior to such times on such day. Unless the Facility Administrative Agent shall have been notified by any RL Lender prior to the date of Borrowing of Revolving Loans that such RL Lender does not intend to make available to the Facility Administrative Agent such RL Lender’s 's portion of any Borrowing of Revolving Loans to be made on such date, the Facility Administrative Agent may assume that such RL Lender has made such amount available to the Facility Administrative Agent on such date of Borrowing of Revolving Loans 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 RL Lender, the Facility Administrative Agent shall be entitled to recover such corresponding amount on demand from such RL Lender. If such RL Lender does not pay such corresponding amount forthwith upon the Facility Administrative Agent’s 's demand therefor, the Facility Administrative Agent shall promptly notify the Borrower to pay immediately such corresponding amount to the Administrative Agent and the Borrower shall immediately pay such corresponding amount to the Facility Administrative Agent. The Facility Administrative Agent shall also be entitled to recover on demand from such RL 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 RL Lender, the overnight Federal Funds Rate for the first three days and at the overnight Eurodollar Rate rate of interest otherwise applicable to such Revolving 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 2.061.08. Nothing in this Section 2.04 1.04 shall be deemed to relieve any RL Lender from its obligation to make Revolving Loans hereunder or to prejudice any rights which the Borrower may have against any RL Lender as a result of any failure by such RL Lender to make Revolving 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 3:00 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 4:00 P.M. (New York City time) on the date specified in 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 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 writing prior to the account(s) specified in the applicable Notice of BorrowingInitial 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 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.

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

Disbursement of Funds. No (a) Not later than 12:00 Noon 1:00 P.M. (Frankfurt New York time) on the date specified in each Notice of BorrowingBorrowing (or (x) in the case of Swingline Loans, not later than 2:00 P.M. (New York time) on the date specified in Section 1.03(b)(i) or (y) in the case of Mandatory Borrowings, not later than 12:00 Noon (New York time) on the date specified in Section 1.01(d)), each Lender Bank with a Commitment of the respective Tranche will make available its pro rata portion PRO RATA share, if any, of each Borrowing requested in the Notice of Borrowing to be made on such datedate (or in the case of Swingline Loans, BTCo shall make available the full amount thereof) in the manner provided below. All such amounts shall be made available to the Agent in the currency required by Section 2.02(b) U.S. Dollars and in immediately available funds at the Payment Office of the Facility Agent, and the Facility Agent promptly will make available to (I) in the case of Loans disbursed in Dollars, the respective Borrower (and/or by depositing to its designee(s), to the extent possible and to the extent such designee is a provider of Earmarked Foreign Exchange Arrangements referenced in the definition of Dollar Equivalent) and (II) in the case of Loans disbursed in Euro, designee(s) of the Borrower (to the extent any such designee is the Yard or, in the case of the Hermes Premium, Hermes), in each case prior to 3:00 P.M. (Frankfurt Time) on such day, to the extent of funds actually received by the Facility Agent prior to 12:00 Noon (Frankfurt Time) on such day, in each case account at the Payment Office in the account(s) specified in the applicable Notice of Borrowing, the aggregate of the amounts so made available by in the Lenderstype of funds received. Unless the Facility Agent shall have been notified by any Lender Bank prior to the date of Borrowing that such Lender Bank does not intend to make available to the Facility Agent such Lender’s its portion of any the Borrowing or Borrowings to be made on such date, the Facility Agent may assume that such Lender Bank has made such amount available to the Facility Agent on such date of Borrowing Borrowing, and the Facility Agent mayAgent, in reliance upon such assumption, may (in its sole discretion and without any obligation to do so) make available to the respective Borrower a corresponding amount. If such corresponding amount is not in fact made available to the Facility Agent by such LenderBank and the Agent has made available same to the respective Borrower, the Facility Agent shall be entitled to recover such corresponding amount on demand from such LenderBank. If such Lender Bank does not pay such corresponding amount forthwith upon the Facility Agent’s 's demand therefor, the Facility Agent shall promptly notify the Borrower respective Borrower, and the respective Borrower shall immediately pay such corresponding amount to the Facility Agent. The Facility Agent shall also be entitled to recover on demand from such Lender Bank or the respective Borrower, as the case may be, interest on such corresponding amount in respect of each day from the date such corresponding amount was made available by the Facility Agent to the respective Borrower until to the date such corresponding amount is recovered by the Facility Agent, at a rate per annum equal to (ix) if recovered from paid by such LenderBank, at the overnight Eurodollar Federal Funds Rate and or (iiy) if recovered from paid by the respective Borrower, the then applicable rate of interest applicable to the respective Borrowinginterest, as determined pursuant to calculated in accordance with Section 2.06. Nothing in this Section 2.04 shall be deemed to relieve any Lender from its obligation to make Loans hereunder or to prejudice any rights which the Borrower may have against any Lender as a result of any failure by such Lender to make Loans hereunder1.08.

Disbursement of Funds. (a) No later than 12:00 Noon --------------------- (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. (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 LenderXxxxxx’s portion of any Borrowing to be made on such dateBorrowing, the Facility Administrative Agent may assume that such Lender Xxxxxx 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 Xxxxxx to make Loans hereunder.

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

Disbursement of Funds. No In the case of each Aircraft, each Lender agrees, subject to the terms and conditions of this Agreement, to make its Commitment for such Aircraft 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 for such Aircraft in the amount set out in the Drawdown Notice. In order to facilitate the timely closing of the transactions contemplated hereby, for any Aircraft, 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 for such Aircraft its Commitment for such Aircraft 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 for any Aircraft are to be held by Security Agent for the account of such Lender. Upon the fulfillment or waiver of the Facility Agent, and the Facility Agent will make available to (I) conditions precedent set forth in the case of Loans disbursed Article 3 hereof 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) respect of the Borrower (Applicable Aircraft, such Lender shall instruct Security Agent to disburse the extent any Deposit for application of its Commitment for such designee is Aircraft. Notwithstanding the Yard orforegoing, in if a Postponement Notice postponing 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 for the overnight Eurodollar Rate Aircraft available for disbursement on the 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 for such Aircraft, subject, however, to such Lender’s continuing commitment to fund as provided herein.

Disbursement of Funds. No later than 12:00 Noon 2:00 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 2:00 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 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 writing prior to the account(s) specified in the applicable Notice of BorrowingInitial 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 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 (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 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 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 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 3:00 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 4:00 P.M. (New York City time) on the date specified in 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 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 writing prior to the account(s) specified in the applicable Notice of BorrowingInitial 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 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 2.06. 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.to

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

Disbursement of Funds. No later than 12:00 Noon (Frankfurt From time to time) on the date specified in each Notice of Borrowing, each Lender will make available its pro rata portion of each Borrowing requested in the Notice of Borrowing to be made on such date. All such amounts shall be made available in the currency required by Section 2.02(b) in immediately available funds and at the Payment Office end of the Facility Agent, and third business day following the Facility Agent will make available to Minimum Amount Date (I) as defined in the case of Loans disbursed in Dollars, the Borrower (and/or its designee(sparagraph 5 hereof), to the extent possible and to the extent such designee is a provider of Earmarked Foreign Exchange Arrangements referenced in the definition of Dollar Equivalent) and (II) in the case of Loans disbursed in Euro, designee(s) HERITAGE WEST shall notify MOUNTAIN STATES of the Borrower (to amount of Investors Funds received hereunder. If the extent Minimum Amount or more, as defined herein, is obtained at any such designee is the Yard or, in the case of the Hermes Premium, Hermes), in each case prior to 3:00 P.M. (Frankfurt Time) on such day, to the extent of funds actually received by the Facility Agent prior to 12:00 Noon (Frankfurt Time) on such day, in each case at the Payment Office in the account(s) specified in the applicable Notice of Borrowing, the aggregate of the amounts so made available by the Lenders. Unless the Facility Agent shall have been notified by any Lender time prior to the date of Borrowing that such Lender does not intend to make available Minimum Amount Date and HERITAGE WEST has received reasonable assurances from Valley Bank as to the Facility Agent such Lender’s portion of any Borrowing to be made "available funds" on such datedeposit in the Separate Account, then HERITAGE WEST shall pay out the Facility Agent may assume that such Lender Separate Account funds and all earnings thereon when and as directed by MOUNTAIN STATES. For Investor Funds placed in the Separate Account by HERITAGE WEST after the Minimum Amount has made such amount available to the Facility Agent on such date of Borrowing and the Facility Agent maybeen disbursed, in reliance upon such assumption, make available to the Borrower a corresponding amount. If such corresponding amount is not in fact made available to the Facility Agent by such Lender, the Facility Agent HERITAGE WEST shall be entitled to recover such corresponding amount on demand from such Lender. If such Lender does not pay such corresponding amount forthwith upon the Facility Agent’s demand therefor, the Facility Agent shall promptly notify the Borrower and the Borrower shall immediately pay such corresponding amount to the Facility Agent. The Facility Agent shall also be entitled to recover on demand from such Lender or the Borrower, as the case may be, interest on such corresponding amount in respect of each day from the date such corresponding amount was made available by the Facility Agent to the Borrower until the date such corresponding amount is recovered by the Facility Agent, at a rate per annum equal direct Valley Bank to (i) if recovered from such Lenderadd the appropriate officers of MOUNTAIN STATES as signators to the Separate Account, at the overnight Eurodollar Rate and (ii) if recovered from remove the Borrower, the rate of interest applicable HERITAGE WEST signators to the respective BorrowingSeparate Account, whereby MOUNTAIN STATES shall have the capacity and authority to pay out the Separate Account funds once the Minimum Amount has been disbursed by HERITAGE WEST. If the Minimum Amount has not been obtained prior to the Minimum Amount Date, HERITAGE WEST shall, within a reasonable time following the Minimum Amount Date, but in no event more than thirty (30) days after the Minimum Amount Date, refund to each of the Investors at the address appearing on the list of Investors, or at such other address as determined shall be furnished to HERITAGE WEST by the Investors in writing, all sums paid by the Investors pursuant to Section 2.06their subscription agreements for New Notes, without any interest earned therefrom, and shall then notify MOUNTAIN STATES in writing of such refunds. Nothing Interest earned on Investor Funds placed in this Section 2.04 the Separate Account shall be deemed paid to relieve any Lender from its obligation to make Loans hereunder or to prejudice any rights which the Borrower may have against any Lender as a result of any failure by such Lender to make Loans hereunderMOUNTAIN STATES.

Disbursement of Funds. No Not later than 12:00 Noon 11:00 A.M. (Frankfurt New York time) on the date specified in each Notice of Borrowing (or (x) in the case of Swingline Loans, not later than 2:00 P.M. (New York time) (or, if later, one hour after the receipt of the related Notice of Borrowing) on the date specified pursuant to Section 1.03(b)(i) or (y) in the case of Mandatory Borrowings, not later than 11:00 A.M. (New York time) on the date specified in Section 1.01(d)), 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 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 the currency required by Section 2.02(b) U.S. Dollars and in immediately available funds at the Payment Office of the Facility Administrative Agent, and the Facility Administrative Agent will make available to the Borrower at the Payment Office (I) or to the Swingline Lender 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 LendersLenders prior to (x) 12:00 Noon (New York time) on such day in the case of any Loan (excluding Swingline Loans and Loans made pursuant to Mandatory Borrowings) and (y) 4:00 P.M. (New York time) on such day in the case of any Swingline Loan, in each case to the extent of funds actually received by the Administrative Agent prior to such times on such day. 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 '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 's demand therefor, the Facility Administrative Agent shall promptly notify the Borrower to pay immediately such corresponding amount to the Administrative Agent and the Borrower shall immediately pay such corresponding amount to the Facility Administrative Agent. The Facility Administrative Agent shall also be entitled to recover on demand from such Lender or the Borrower, as the case may be, interest on such corresponding amount in respect of each day from the date such corresponding amount was made available by the Facility Administrative Agent to the Borrower until 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 Borrower, the rate of interest applicable to the respective Borrowing, Borrowing (as determined pursuant to Section 2.061.08, but without duplication of any interest paid or payable by the Borrower in respect of such Borrowing). 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 may have against any Lender as a result of any failure by such Lender to make Loans hereunder.

Disbursement of Funds. No later than 12:00 Noon Once the Escrow Agent is in receipt of good and collected Investor Funds totaling at least the Minimum Amount from Investors (Frankfurt time) on excluding funds from Pennsylvania 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 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 and Company and, upon receiving an acknowledgement of such notice written instructions from the Borrower Company’s General Counsel or Chief Financial Officer, the Escrow Agent shall immediately pay such corresponding amount disburse to the Facility Company, by check or wire transfer, the funds in the Escrow Account representing the gross purchase price of the Securities, except for amounts payable by the Company to the Escrow Agent pursuant to Exhibit D to this Escrow Agreement 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 General Counsel or Chief Financial Officer. If the Minimum Amount has not been obtained 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 by check funds deposited in the Escrow Account, or shall return the instruments of payment delivered to Escrow Agent if such instruments have not been processed for collection prior to such time, directly to each Investor at the address provided in the list of Investors. Included in the remittance shall be a proportionate share of the income earned in the account allocable to each Investor's investment in accordance with the terms and conditions specified herein, except that in the case of Investors who have not provided an executed Form W-9 or substitute Form W-9 (or the applicable substitute Form W-8 for foreign investors), the Escrow Agent shall withhold the applicable percentage of the earnings attributable to those Investors in accordance with IRS regulations. Notwithstanding the foregoing, the Escrow Agent shall not be required to remit any payments until funds represented by such payments have been collected by Escrow Agent. The Facility 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 appearing on the List of Investors, or at such other address as shall be entitled furnished to recover on demand from such Lender or the BorrowerEscrow Agent by the Investor in writing, as all collected sums paid by the case may beInvestor for Securities and received by the Escrow Agent, together with the interest earned on such corresponding amount in respect of each day from the date such corresponding amount was made available by the Facility Agent to the Borrower until the date such corresponding amount is recovered by the Facility Agent, at a rate per annum equal to (i) if recovered from such Lender, at the overnight Eurodollar Rate and (ii) if recovered from the Borrower, the rate of interest applicable to the respective Borrowing, as determined pursuant to Section 2.06. Nothing in this Section 2.04 shall be deemed to relieve any Lender from its obligation to make Loans hereunder or to prejudice any rights which the Borrower may have against any Lender as a result of any failure by such Lender to make Loans hereunderInvestor Funds.

Disbursement of Funds. (a) No later than 12:00 Noon 1:00 P.M. (Frankfurt New York time) on the date specified in each Notice of BorrowingBorrowing (or (x) in the case of Swingline Loans, no later than 4:00 P.M. (New York time) on the date specified in Section 1.03(b)(i) or (y) in the case of Mandatory Borrowings, no later than 1:00 P.M. (New York time) on the date specified in Section 1.01(c)), each Lender Bank will make available its pro rata portion share, if any, of each Borrowing requested in the Notice of Borrowing to be made on such datedate (or in the case of Swingline Loans, BTCo shall make available the full amount thereof) in the manner provided below. All such amounts shall be made available to the Agent in the currency required by Section 2.02(b) in U.S. Dollars and immediately available funds at the Payment Office of the Facility Agent, and the Facility Agent promptly will make available to (I) in the case of Loans disbursed in Dollars, the Borrower (and/or by depositing to its designee(s), to the extent possible and to the extent such designee is a provider of Earmarked Foreign Exchange Arrangements referenced in the definition of Dollar Equivalent) and (II) in the case of Loans disbursed in Euro, designee(s) of the Borrower (to the extent any such designee is the Yard or, in the case of the Hermes Premium, Hermes), in each case prior to 3:00 P.M. (Frankfurt Time) on such day, to the extent of funds actually received by the Facility Agent prior to 12:00 Noon (Frankfurt Time) on such day, in each case account at the Payment Office in the account(s) specified in the applicable Notice of Borrowing, the aggregate of the amounts so made available by in the Lenderstype of funds received. Unless the Facility Agent shall have been notified by any Lender Bank prior to the date of Borrowing that such Lender Bank does not intend to make available to the Facility Agent such Lender’s its portion of any the Borrowing or Borrowings to be made on such date, the Facility Agent may assume that such Lender Bank has made such amount available to the Facility Agent on such date of Borrowing Borrowing, and the Facility Agent mayAgent, in reliance upon such assumption, may (in its sole discretion and without any obligation to do so) make available to the Borrower a corresponding amount. If such corresponding amount is not in fact made available to the Facility Agent by such LenderBank and the Agent has made available same to the Borrower, the Facility Agent shall be entitled to recover such corresponding amount on demand from such LenderBank. If such Lender Bank does not pay such corresponding amount forthwith upon the Facility Agent’s 's demand therefor, the Facility Agent shall promptly notify the Borrower Borrower, and the Borrower shall immediately pay such corresponding amount to the Facility Agent. The Facility Agent shall also be entitled to recover on demand from such Lender the Bank or the Borrower, as the case may be, interest on such corresponding amount in respect of each day from the date such corresponding amount was made available by the Facility Agent to the Borrower until to the date such corresponding amount is recovered by the Facility Agent, at a rate per annum equal to (ix) if recovered from paid by such LenderBank, at the overnight Eurodollar Federal Funds Rate and or (iiy) if recovered from paid by the Borrower, the then applicable rate of interest applicable to interest, calculated in accordance with Section 1.08, for the respective Borrowing, as determined pursuant to Section 2.06. 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 All Loans under this Agreement shall be made by the Lenders simultaneously and proportionately to their respective Pro Rata Shares, it being understood that no Lender shall be responsible for any default by any other Lender in that other Lender's obligation to make a Loan requested hereunder nor shall the Commitment of any Lender be increased or decreased as a result of a default by any other Lender in that other Lender's obligation to make a Loan requested hereunder. Promptly after receipt by the Agent of a Notice of Borrowing pursuant to subsection 2.2B (or telephonic notice in lieu thereof), the Agent shall notify each Lender of the proposed Loan. Each Lender shall make its Pro Rata Share of the aggregate amount of the Loan available to the Agent, in same day funds, at the office of the Agent located at One Bankers Trust Plaza, New York, New York, not later than 12:00 Noon (Frankfurt New York time) on the date applicable Funding Date in same day funds in Dollars. Upon satisfaction or waiver of the conditions precedent specified in each Notice of Borrowing, each Lender will make available its pro rata portion of each Borrowing requested in the Notice of Borrowing to be made on such date. All such amounts shall be made available in the currency required by Section 2.02(b) in immediately available funds at the Payment Office of the Facility Agent, subsections 3.1 and the Facility Agent will make available to 3.2 (I) in the case of Loans disbursed in Dollars, made on the Borrower (and/or its designee(s), to the extent possible and to the extent such designee is a provider of Earmarked Foreign Exchange Arrangements referenced in the definition of Dollar EquivalentRestatement Closing Date) and 3.2 (II) in the case of all Loans), the Agent shall make the proceeds of such Loans disbursed in Euro, designee(s) of the Borrower (available to the extent any such designee is Company on the Yard or, in the case applicable Funding Date by causing an amount of the Hermes Premium, Hermes), in each case prior to 3:00 P.M. (Frankfurt Time) on such day, same day funds equal to the extent proceeds of funds actually all such Loans received by the Facility Agent prior from the Lenders to 12:00 Noon (Frankfurt Time) on such day, in each case at be transferred to the Payment Office account designated in the account(s) specified in the applicable Notice of Borrowing, the aggregate of the amounts so made available by the Lenders. Unless the Facility Agent shall have been notified by any Lender prior to the date of Borrowing Funding Date for any Loans that such Lender does not intend to make available to the Facility Agent the amount of such Lender’s portion of any Borrowing to be made 's Loan requested on such dateFunding Date, the Facility Agent may assume that such Lender has made such amount available to the Facility Agent on such date of Borrowing Funding Date and the Facility Agent may, in reliance upon such assumptionits sole discretion, but shall not be obligated to, make available to the Borrower Company a corresponding amountamount on such Funding Date. If such corresponding amount is not in fact made available to the Facility Agent by such Lender, the Facility Agent shall be entitled to recover such corresponding amount on demand from such LenderLender together with interest thereon, for each day from such Funding Date until the date such amount is paid to the Agent, at the Federal Funds Effective Rate for three Business Days and thereafter at the Base Rate. If such Lender does not pay such corresponding amount forthwith upon the Facility Agent’s 's demand therefor, the Facility Agent shall promptly notify the Borrower Company and the Borrower Company shall immediately pay such corresponding amount to the Facility Agent. The Facility Agent shall also be entitled to recover on demand from such Lender or the Borrowertogether with interest thereon, as the case may be, interest on such corresponding amount in respect of for each day from the date such corresponding amount was made available by the Facility Agent to the Borrower Funding Date until the date such corresponding amount is recovered by paid to the Facility Agent, at a rate per annum equal to (i) if recovered from such Lender, at the overnight Eurodollar Rate and (ii) if recovered from the Borrower, the rate of interest applicable to the respective Borrowing, as determined pursuant to Section 2.06payable under this Agreement for Base Rate Loans. Nothing in this Section 2.04 shall be deemed to relieve any Lender from its obligation to make Loans hereunder or to prejudice any rights which the Borrower may have against any Lender as a result of any failure by such Lender to make Loans hereunder.this

Disbursement of Funds. (i) No later than 12:00 Noon 10:00 a.m. (Frankfurt New York time) on the date specified in Closing Date, or such later time on the Closing Date as shall be agreed to by the Agent and each Notice of BorrowingLender, each Lender will make available its pro rata portion share of each Borrowing the Interim 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 Interim 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 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 hereunderInterim Loan.