Common use of Disbursement Request; Disbursements Clause in Contracts

Disbursement Request; Disbursements. (i) At least two Business Days prior to an Interest Payment Date, the Leasing Company and the Senior Note Trustee, until the Senior Note Discharge Date, and thereafter, the Convertible Note Trustee, shall submit to the Escrow Agent a completed Disbursement Request substantially in the form of Exhibit A hereto requesting funds from the Leasing Company Escrow Account in an amount equal to the interest owed on the Senior Notes under the Senior Note Indenture until the Senior Note Discharge Date, and thereafter, the Convertible Notes under the Convertible Note Indenture, for payment of such interest on such Interest Payment Date, unless the Company or the Leasing Company has disbursed and the Senior Note Trustee or the Convertible Note Trustee, as the case may be, has received funds from the Company or the Leasing Company in such amount on or before such date for such interest payment. Nevertheless, any funds or Eligible Cash Equivalents (or the proceeds or reinvestments thereof) previously designated in an Officer's Certificate delivered pursuant to Section 2(c) of this Agreement as representing funds or Eligible Cash Equivalents designated to satisfy the requirements of Section 11.4(m) of the Senior Note Indenture and Section 11.8(l) of the Convertible Note Indenture requiring the Company and/or the Leasing Companies to retain in the Company Senior Note Escrow Account and the Leasing Company Escrow Accounts the Senior Note Interest Payment Escrow Amount at all times after November 30, 1998 shall not be disbursed to the Leasing Company except as contemplated in such Section 11.4 and Section -9- 10 11.8. Provided that any such Disbursement Request is not rejected by it, the Escrow Agent, at least on (or if the Senior Note Trustee and the Escrow Agent are the same entity, two Business Days after) receipt of such Disbursement Request, shall disburse the funds requested in such Disbursement Request by wire or book-entry transfer of immediately available funds to the Senior Note Trustee, and shall promptly notify the Convertible Note Trustee of such disbursement. The Escrow Agent shall notify the Trustees as soon as reasonably possible if any such Disbursement Request is rejected and the reason(s) therefor. (ii) In addition, the Leasing Company may submit a completed Disbursement Request for a release of funds to the Leasing Company or the Company, as applicable, from the Leasing Company Escrow Account, provided that (i) the applicable conditions set forth in Section 11.4 of the Senior Note Indenture and Section 11.8 of the Convertible Note Indenture until such time as the Convertible Notes are no longer outstanding and the Convertible Note Indenture has been satisfied and discharged have been satisfied for such release to the Leasing Company or the Company, as applicable, (ii) the Leasing Company shall have delivered to the Senior Note Trustee or the Convertible note Trustee, as applicable, the applicable Officer's Certificate required by such Section 11.4 of the Senior note Indenture or Section 11.8 of the Convertible Note Indenture, as applicable, on or before such disbursement date and (iii) the Senior Note Trustee or Convertible Note Trustee, as applicable, has executed the certification contained in the Disbursement Request. Provided that any such Disbursement Request is not rejected by it, the Escrow Agent at least two (2) Business Days after the receipt of such Disbursement Request shall disburse the funds requested in such Disbursement Request by wire or book-entry transfer of immediately available funds to the Company or the Leasing Company, as applicable. The Escrow Agent shall notify the Trustees and the Leasing Company as soon as reasonably possible if any such Disbursement Request is rejected and the reason(s) therefor. (iii) If an Event of Default under the Senior Note Indenture or under the Convertible Note Indenture has occurred and is continuing, the Senior Note Trustee, in the case of an Event of Default under the Senior Note Indenture, or the Convertible Note Trustee, in the case of an Event of Default under the Convertible Note Indenture, shall be entitled unilaterally to initiate withdrawals by executing a Disbursement Request which will be substantially similar to the form of Exhibit A but which need only to be executed by the Senior Note Trustee, in the case of an Event of Default under the Senior Note Indenture, or the Convertible Note Trustee, in the case of an Event of Default under the Convertible Note Indenture.

Disbursement Request; Disbursements. (i) At least two Business Days prior to an Interest Payment Date, the Leasing Company and the Senior Note Trustee, until the Senior Note Discharge Date, and thereafter, the Convertible Note Trustee, shall submit to the Escrow Agent a completed Disbursement Request substantially in the form of Exhibit A hereto requesting funds from the Leasing Company Escrow Account in an amount equal to the interest owed on the Senior Notes under the Senior Note Indenture until the Senior Note Discharge Date, and thereafter, the Convertible Notes under the Convertible Note Indenture, for payment of such interest on such Interest Payment Date, unless the Company or the Leasing Company has disbursed and the Senior Note Trustee or the Convertible Note Trustee, as the case may be, has received funds from the Company or the Leasing Company in such amount on or before such date for such interest payment. Nevertheless, any funds or Eligible Cash Equivalents (or the proceeds or reinvestments thereof) previously designated in an Officer's Certificate delivered pursuant to Section 2(c) 4 of this Agreement as representing funds or Eligible Cash Equivalents designated to satisfy the requirements of Section 11.4(m) 11.4 of the Senior Note Indenture and Section 11.8(l) 11.8 of the Convertible Note Indenture requiring the Company and/or the Leasing Companies to retain in the Company Senior Note Escrow Account and the Leasing Company Escrow Accounts the Senior Note Interest Payment Escrow Amount at all times after November 30, 1998 shall not be disbursed to the Leasing Company except as contemplated in such Section 11.4 and Section -9- 10 11.8. Provided that any such Disbursement Request is not rejected by it, the Escrow Agent, at least on (or if the Senior Note Trustee and the Escrow Agent are the same entity, two Business Days after) receipt of such Disbursement Request, shall disburse the funds requested in such Disbursement Request by wire or book-entry transfer of immediately available funds to the Senior Note Trustee, and shall promptly notify the Convertible Note Trustee of such disbursement. The Escrow Agent shall notify the Trustees as soon as reasonably possible if any such Disbursement Request is rejected and the reason(s) therefor. (ii) In addition, the Leasing Company may submit a completed Disbursement Request for a release of funds to the Leasing Company or the Company, as applicable, from the Leasing Company Escrow Account, provided that (i) the applicable conditions set forth in Section 11.4 of the Senior Note Indenture and Section 11.8 of the Convertible Note Indenture until such time as the Convertible Notes are no longer outstanding and the Convertible Note Indenture has been satisfied and discharged have been satisfied for such release to the Leasing Company or the Company, as applicable, (ii) the Leasing Company shall have delivered to the Senior Note Trustee or the Convertible note Trustee, as applicable, the applicable Officer's Certificate required by such Section 11.4 of the Senior note Indenture or Section 11.8 of the Convertible Note Indenture, as applicable, on or before such disbursement date and (iii) the Senior Note Trustee or Convertible Note Trustee, as applicable, has executed the certification contained in the Disbursement Request. Provided that any such Disbursement Request is not rejected by it, the Escrow Agent at least two (2) Business Days after the receipt of such Disbursement Request shall disburse the funds requested in such Disbursement Request by wire or book-entry transfer of immediately available funds to the Company or the Leasing Company, as applicable. The Escrow Agent shall notify the Trustees and the Leasing Company as soon as reasonably possible if any such Disbursement Request is rejected and the reason(s) therefor. (iii) If an Event of Default under the Senior Note Indenture or under the Convertible Note Indenture has occurred and is continuing, the Senior Note Trustee, in the case of an Event of Default under the Senior Note Indenture, or the Convertible Note Trustee, in the case of an Event of Default under the Convertible Note Indenture, shall be entitled unilaterally to initiate withdrawals by executing a Disbursement Request which will be substantially similar to the form of Exhibit A but which need only to be executed by the Senior Note Trustee, in the case of an Event of Default under the Senior Note Indenture, or the Convertible Note Trustee, in the case of an Event of Default under the Convertible Note Indenture.such

Disbursement Request; Disbursements. (i) At least two Business Days prior to On or before the Closing Date for an Interest Payment DateIssuer Loan, as determined by the applicable Issuer Loan Agreement, the Leasing Company Issuer and the Senior Note Trustee, until the Senior Note Discharge Date, and thereafter, the Convertible Note Trustee, Trustee shall submit to the Escrow Agent a completed Disbursement Request substantially in the form of Exhibit A hereto requesting funds from the Leasing Company Escrow Account in an the amount equal of the aggregate principal amount of the advances to be made on such Issuer Loan on such Closing Date. In such Disbursement Request, the Company shall certify that it has satisfied the conditions set forth in Section 3.1 of the applicable Issuer Loan Agreement which it is required to satisfy prior to the interest owed on Issuer's being requested to make such advances. The Trustee is not required to execute the Senior Notes under the Senior Note Indenture until the Senior Note Discharge Date, Disbursement Request unless it has determined in its sole and thereafter, the Convertible Notes under the Convertible Note Indenture, for payment of absolute discretion that such interest on such Interest Payment Date, unless the Company or the Leasing Company has disbursed and the Senior Note Trustee or the Convertible Note Trustee, as the case may be, has received funds from the Company or the Leasing Company in such amount on or before such date for such interest payment. Nevertheless, any funds or Eligible Cash Equivalents (or the proceeds or reinvestments thereof) previously designated in an Officer's Certificate delivered pursuant to Section 2(c) of this Agreement as representing funds or Eligible Cash Equivalents designated to satisfy the requirements of Section 11.4(m) of the Senior Note Indenture and Section 11.8(l) of the Convertible Note Indenture requiring the Company and/or the Leasing Companies to retain in the Company Senior Note Escrow Account and the Leasing Company Escrow Accounts the Senior Note Interest Payment Escrow Amount at all times after November 30, 1998 shall not be disbursed to the Leasing Company except as contemplated in such Section 11.4 and Section -9- 10 11.8preconditions have been satisfied. Provided that any such Disbursement Request is not rejected by it, the Escrow Agent, at least on (or if the Senior Note Trustee and the Escrow Agent are not the same entity, two Business Days after) receipt of such Disbursement Request, shall disburse the funds requested in such Disbursement Request by wire or book-entry transfer of immediately available funds to the Senior Note Trustee, and shall promptly notify the Convertible Note Trustee of such disbursement. The Escrow Agent shall notify the Trustees Trustee as soon as reasonably possible if any such Disbursement Request is rejected and the reason(s) therefor. (ii) In additionAt least two Business Days prior to any date on which a disbursement from the Escrow Account is required for a payment on the Secured Notes, including an Interest Payment Date, a Redemption Date or a Change of Control Payment Date, the Leasing Company may Issuer and the Trustee shall submit to the Escrow Agent a completed Disbursement Request for a release substantially in the form of Exhibit A hereto requesting funds from the Escrow Account in an amount equal to the Leasing Company aggregate amount of principal, premium, if any, and the interest (including Special Interest, if any, and Additional Amounts, if any) owed on the Secured Notes under the Indenture on such Interest Payment Date, Redemption Date or the CompanyChange of Control Payment Date, as applicablethe case may be, unless the Issuer has disbursed and the Trustee has received funds from the Leasing Company Escrow Account, provided that (i) the applicable conditions set forth Issuer in Section 11.4 of the Senior Note Indenture and Section 11.8 of the Convertible Note Indenture until such time as the Convertible Notes are no longer outstanding and the Convertible Note Indenture has been satisfied and discharged have been satisfied for such release to the Leasing Company or the Company, as applicable, (ii) the Leasing Company shall have delivered to the Senior Note Trustee or the Convertible note Trustee, as applicable, the applicable Officer's Certificate required by such Section 11.4 of the Senior note Indenture or Section 11.8 of the Convertible Note Indenture, as applicable, amount on or before such disbursement date and (iii) the Senior Note Trustee Interest Payment Date, Redemption Date or Convertible Note Trustee, as applicable, has executed the certification contained in the Disbursement Request. Provided that any such Disbursement Request is not rejected by it, the Escrow Agent at least two (2) Business Days after the receipt Change of such Disbursement Request shall disburse the funds requested in such Disbursement Request by wire or book-entry transfer of immediately available funds to the Company or the Leasing Company, as applicable. The Escrow Agent shall notify the Trustees and the Leasing Company as soon as reasonably possible if any such Disbursement Request is rejected and the reason(s) thereforControl Payment Date. (iii) If an Event of Default under the Senior Note Indenture or under the Convertible Note Indenture has occurred and is continuing, the Senior Note Trustee, in the case of an Event of Default under the Senior Note Indenture, or the Convertible Note Trustee, in the case of an Event of Default under the Convertible Note Indenture, Trustee shall be entitled unilaterally to initiate withdrawals by executing a Disbursement Request which will be substantially similar to the form of Exhibit A but which need only to be executed by the Senior Note Trustee, in the case of an Event of Default under the Senior Note Indenture, or the Convertible Note Trustee, in the case of an Event of Default under the Convertible Note Indenture.

Disbursement Request; Disbursements. (i) At least two Business Days prior to an Interest Payment Date, the Leasing Company and the Senior Note Trustee, until the Senior Note Discharge Date, and thereafter, the Convertible Note Trustee, Trustee shall submit to the Escrow Agent a completed Disbursement Request substantially in the form of Exhibit A hereto requesting funds from the Leasing Company Convertible Note Escrow Account in an amount equal to the interest owed on the Senior Notes under the Senior Note Indenture until the Senior Note Discharge Date, and thereafter, the Convertible Notes under the Convertible Note Indenture, Indenture for payment of such interest on such Interest Payment Date, unless the Company or the Leasing Company has disbursed and the Senior Convertible Note Trustee or the Convertible Note Trustee, as the case may be, has received funds from the Company or the Leasing Company in such amount on or before such date for such interest payment. Nevertheless, any funds or Eligible Cash Equivalents (or the proceeds or reinvestments thereof) previously designated in an Officer's Certificate delivered pursuant to Section 2(c) of this Agreement as representing funds or Eligible Cash Equivalents designated to satisfy the requirements of Section 11.4(m) of the Senior Note Indenture and Section 11.8(l) of the Convertible Note Indenture requiring the Company and/or the Leasing Companies to retain in the Company Senior Note Escrow Account and the Leasing Company Escrow Accounts the Senior Note Interest Payment Escrow Amount at all times after November 30, 1998 shall not be disbursed to the Leasing Company except as contemplated in such Section 11.4 and Section -9- 10 11.8. Provided that any such Disbursement Request is not rejected by it, the Escrow Agent, at least on (or if the Senior Convertible Note Trustee and the Escrow Agent are the same entity, two Business Days after) receipt of such Disbursement Request, shall disburse the funds requested in such Disbursement Request by wire or book-entry transfer of immediately available funds to the Senior Note such Trustee, and shall promptly notify the Convertible Note Trustee of such disbursement. The Escrow Agent shall notify the Trustees Convertible Note Trustee as soon as reasonably possible if any such Disbursement Request is rejected and the reason(s) therefor. (ii) In addition, the Leasing Company may submit a completed Disbursement Request for a release of funds to the Leasing Company or the a Leasing Company, as applicable, from the Leasing Company Convertible Note Escrow Account, provided that (i) the applicable conditions set forth in Section 11.4 of the Senior Convertible Note Indenture and Section 11.8 of the Convertible Senior Note Indenture until such time as the Convertible Senior Notes are no longer outstanding and the Convertible Senior Note Indenture has been satisfied and discharged have been satisfied for such release to the Leasing Company or the a Leasing Company, as applicable, (ii) the Leasing Company shall have delivered to the Senior Convertible Note Trustee or the Convertible note Trustee, as applicable, the applicable Officer's Officers' Certificate required by such Section 11.4 of the Senior note Indenture or Section 11.8 of the Convertible Note Indenture, as applicable, on or before such disbursement date and (iii) the Senior Convertible Note Trustee or Convertible Note Trustee, as applicable, has executed the certification contained in the Disbursement Request. Provided that any such Disbursement Request is not rejected by it, the Escrow Agent at least two (2) Business Days after the receipt of such Disbursement Request shall disburse the funds requested in such Disbursement Request by wire or book-entry transfer of immediately available funds to the Company or the a Leasing Company, as applicable. The Escrow Agent shall notify the Trustees and the Leasing Company as soon as reasonably possible if any such Disbursement Request is rejected and the reason(s) therefor.the (iii) If an Event of Default under the Senior Note Indenture or under the Convertible Note Indenture has occurred and is continuing, the Senior Note Trustee, in the case of an Event of Default under the Senior Note Indenture, or the Convertible Note Trustee, in the case of an Event of Default under the Convertible Note Indenture, Trustee shall be entitled unilaterally to initiate withdrawals by executing a Disbursement Request which will be substantially similar to the form of Exhibit A but which need only to be executed by the Senior Convertible Note Trustee, in . (iv) If the case of an Event of Default under the Senior Note Indenture, or Escrow Agent receives a written notice from the Convertible Note Trustee, acknowledged by the Senior Note Trustee, that the Convertible Notes have been paid in the case of an Event of Default full and all other obligations then due and owing under the Convertible Note Indenture, the guarantees of the Convertible Note Guarantors contained therein and the other Convertible Note Collateral Documents have been paid in full and the Convertible Note Indenture has been satisfied and released and the Senior Notes remain outstanding and not paid in full, all funds and Eligible Cash Equivalents then held in the Company Convertible Note Escrow Account shall be withdrawn and transferred to the Senior Note Escrow Agent or such other place as the Senior Note Trustee directs in such acknowledgement. This disbursement shall be made whether or not an Event of Default (as defined in the Senior Note Indenture) has occurred and is continuing.

Disbursement Request; Disbursements. (i) At least two Business Days prior to an Interest Payment Date, the Leasing Company and the Senior Note Trustee, until the Senior Note Discharge Date, and thereafter, the Convertible Note Trustee, Trustee shall submit to the Escrow Agent a completed Disbursement Request substantially in the form of Exhibit A hereto requesting funds from the Leasing Company Senior Note Escrow Account in an amount equal to the interest owed on the Senior Notes under the Senior Note Indenture until the Senior Note Discharge Date, and thereafter, the Convertible Notes under the Convertible Note Indenture, for payment of such interest on such Interest Payment Date, unless the Company or the Leasing Company has disbursed and the Senior Note Trustee or the Convertible Note Trustee, as the case may be, has received funds from the Company or the Leasing Company in such amount on or before such date for such interest payment. Nevertheless, any funds or Eligible Cash Equivalents (or the proceeds or reinvestments thereof) previously designated in an Officer's Certificate delivered pursuant to Section 2(c) of this Agreement as representing funds or Eligible Cash Equivalents designated to satisfy the requirements of Section 11.4(m) of the Senior Note Indenture and Section 11.8(l) of the Convertible Note Indenture requiring the Company and/or and the Leasing Companies to retain in the Company Senior Note Escrow Account and the Leasing Company Escrow Accounts the Senior Note Interest Payment Escrow Amount at all times after November 30, 1998 shall not be disbursed to the Company or any Leasing Company except as contemplated permitted in such Section 11.4 11.4(m) and Section -9- 10 11.811.8(l). Provided that any such Disbursement Request is not rejected by it, the Escrow Agent, at least on (or if the Senior Note Trustee and the Escrow Agent are the same entity, two Business Days after) receipt of such Disbursement Request, shall disburse the funds requested in such Disbursement Request by wire or book-entry transfer of immediately available funds to the Senior Note such Trustee, and shall promptly notify the Convertible Note Trustee of such disbursement. The Escrow Agent shall notify the Trustees Senior Note Trustee as soon as reasonably possible if any such Disbursement Request is rejected and the reason(s) therefor. (ii) In addition, the Leasing Company may submit a completed Disbursement Request for a release of funds to the Leasing Company or the a Leasing Company, as applicable, from the Leasing Company Senior Note Escrow Account, provided that (i) the applicable conditions set forth in Section 11.4 of the Senior Note Indenture and Section 11.8 of the Convertible Note Indenture until such time as the Convertible Notes are no longer outstanding and the Convertible Note Indenture has been satisfied and discharged have been satisfied for such release to the Leasing Company or the a Leasing Company, as applicable, (ii) the Leasing Company shall have delivered to the Senior Note Trustee or the Convertible note Trustee, as applicable, the applicable Officer's Officers' Certificate required by such Section 11.4 of the Senior note Indenture or Section 11.8 of the Convertible Note Indenture, as applicable, on or before such disbursement date and (iii) the Senior Note Trustee or Convertible Note Trustee, as applicable, has executed the certification contained in the Disbursement Request. Provided that any such Disbursement Request is not -10- 11 rejected by it, the Escrow Agent at least two (2) Business Days after the receipt of such Disbursement Request shall disburse the funds requested in such Disbursement Request by wire or book-entry transfer of immediately available funds to the Company or the a Leasing Company, as applicable. The Escrow Agent shall notify the Trustees Senior Note Trustee and the Leasing Company as soon as reasonably possible if any such Disbursement Request is rejected and the reason(s) therefor. (iii) If an Event of Default under the Senior Note Indenture or under the Convertible Note Indenture has occurred and is continuing, the Senior Note Trustee, in the case of an Event of Default under the Senior Note Indenture, or the Convertible Note Trustee, in the case of an Event of Default under the Convertible Note Indenture, Trustee shall be entitled unilaterally to initiate withdrawals by executing a Disbursement Request which will be substantially similar to the form of Exhibit A but which need only to be executed by the Senior Note Trustee. (iv) If the Escrow Agent receives a written notice from the Senior Note Trustee, acknowledged by the Convertible Note Trustee, that the Senior Notes have been paid in the case of an Event of Default full and all other obligations then due and owing under the Senior Note Indenture, the Guarantees of the Senior Note Guarantors contained therein, and the other Senior Note Collateral Documents have been paid in full, the Senior Note Indenture has been satisfied and discharged and the Convertible Notes remain outstanding and not paid in full, all funds and Eligible Cash Equivalents then held in the Company Senior Note Escrow Account shall be withdrawn and transferred to the escrow agent under the Company Convertible Note Escrow Agreement or such other place as the Convertible Note Trustee, Trustee directs in the case of such acknowledgment. This disbursement shall be made whether or not an Event of Default under (as defined in the Convertible Note Indenture) has occurred and is continuing.

Disbursement Request; Disbursements. (i) The Millennium Issuer Loan Agreement provides that upon completion of the Millennium Mortgaged Rig, the Company is required to grant a first priority perfected Lien on the Millennium Mortgaged Rig. Provided that no Event of Default under the Millennium Issuer Loan Agreement has occurred and is continuing, the Company is entitled to have the funds in the Escrow Account released upon the delivery in form and substance satisfactory to the Issuer and the Trustee of the following documents: 1. A Mortgage covering the Millennium Mortgaged Rig which has been duly filed in the Republic of Panama; and 2. Opinions of Counsel that (i) the Company has duly authorized, executed and delivered the Mortgage; (ii) the Mortgage constitutes a legally binding obligation of the Company enforceable against the Company in accordance with its terms (except as (i) the enforceability thereof may be limited bankruptcy, insolvency or other similar laws affecting creditors' rights, generally and (ii) the enforceability thereof may be limited by right of acceleration and the availability of enforceable remedies may be limited by equitable principles of general applicability, and subject to such other exceptions, limitations or qualifications that are usual and customary for such opinions) and (iii) the Mortgage constitutes a valid and perfected first mortgage lien on the Millennium Mortgaged Rig. (ii) At least two Business Days prior to an Interest Payment Dateany date on which the funds are to be released from the Escrow Account upon satisfaction of the aforementioned conditions precedent, the Leasing Issuer, the Company and the Senior Note Trustee, until the Senior Note Discharge Date, and thereafter, the Convertible Note Trustee, Trustee shall submit to the Escrow Agent a completed Disbursement Request substantially in the form of Exhibit A hereto requesting that all funds from the Leasing Company Escrow Account in an amount equal to the interest owed on the Senior Notes under the Senior Note Indenture until the Senior Note Discharge Date, and thereafter, the Convertible Notes under the Convertible Note Indenture, for payment of such interest on such Interest Payment Date, unless the Company or the Leasing Company has disbursed and the Senior Note Trustee or the Convertible Note Trustee, as the case may be, has received funds from the Company or the Leasing Company in such amount on or before such date for such interest payment. Nevertheless, any funds or Eligible Cash Equivalents (or the proceeds or reinvestments thereof) previously designated in an Officer's Certificate delivered pursuant to Section 2(c) of this Agreement as representing funds or Eligible Cash Equivalents designated to satisfy the requirements of Section 11.4(m) of the Senior Note Indenture and Section 11.8(l) of the Convertible Note Indenture requiring the Company and/or the Leasing Companies to retain in the Company Senior Note Escrow Account and the Leasing Company Escrow Accounts the Senior Note Interest Payment Escrow Amount at all times after November 30, 1998 shall not be disbursed to the Leasing Company except as contemplated in such Section 11.4 and Section -9- 10 11.8released. Provided that any such Disbursement Request is not rejected by it, the Escrow Agent, at least on (or if the Senior Note Trustee and the Escrow Agent are the same entity, two Business Days after) after receipt of such Disbursement Request, shall disburse the funds requested in such Disbursement Request by wire or book-entry transfer of immediately available funds to the Senior Note Trustee, and shall promptly notify the Convertible Note Trustee of such disbursementCompany. The Escrow Agent shall notify the Trustees as soon as reasonably possible if any such Disbursement Request is rejected Issuer, the Company and the reason(s) therefor. (ii) In addition, the Leasing Company may submit a completed Disbursement Request for a release of funds to the Leasing Company or the Company, as applicable, from the Leasing Company Escrow Account, provided that (i) the applicable conditions set forth in Section 11.4 of the Senior Note Indenture and Section 11.8 of the Convertible Note Indenture until such time as the Convertible Notes are no longer outstanding and the Convertible Note Indenture has been satisfied and discharged have been satisfied for such release to the Leasing Company or the Company, as applicable, (ii) the Leasing Company shall have delivered to the Senior Note Trustee or the Convertible note Trustee, as applicable, the applicable Officer's Certificate required by such Section 11.4 of the Senior note Indenture or Section 11.8 of the Convertible Note Indenture, as applicable, on or before such disbursement date and (iii) the Senior Note Trustee or Convertible Note Trustee, as applicable, has executed the certification contained in the Disbursement Request. Provided that any such Disbursement Request is not rejected by it, the Escrow Agent at least two (2) Business Days after the receipt of such Disbursement Request shall disburse the funds requested in such Disbursement Request by wire or book-entry transfer of immediately available funds to the Company or the Leasing Company, as applicable. The Escrow Agent shall notify the Trustees and the Leasing Company as soon as reasonably possible if any such Disbursement Request is rejected and the reason(s) therefor. (iii) If an Event of Default under the Senior Note Indenture or under the Convertible Note Indenture Millennium Issuer Loan Agreement has occurred and is continuing, the Senior Note Trustee, in the case of an Event of Default under the Senior Note Indenture, or the Convertible Note Trustee, in the case of an Event of Default under the Convertible Note Indenture, Trustee shall be entitled unilaterally to initiate withdrawals by executing a Disbursement Request which will be substantially similar to the form of Exhibit A but which need only to be executed by the Senior Note Trustee, in the case of an Event of Default under the Senior Note Indenture, or the Convertible Note Trustee, in the case of an Event of Default under the Convertible Note Indenture.

Disbursement Request; Disbursements. (i) At least two Not later than three Business Days prior after any deposit to an Interest Payment Datethe Reserve Account in respect of a payment of principal on any Issuer Loan, the Leasing Company and the Senior Note Trustee, until the Senior Note Discharge Date, and thereafter, the Convertible Note Trustee, Issuer shall submit to the Escrow Agent Reserve Account Agent, with a copy to the Trustee, a completed Disbursement Request substantially in the form of Exhibit A hereto requesting payment to the Issuer of funds from the Leasing Company Escrow Reserve Account in an amount equal to 47% of the amount of such principal payment. (ii) Not later than three Business Days after the amount on deposit in the Reserve Account representing interest payments on the Issuer Loans first exceeds the amount payable on the Notes in respect of interest (including Additional Amounts, if any, and Special Interest, if any) on the Notes on the next succeeding Interest Payment Date, the Issuer shall submit to the Reserve Account Agent, with a copy to the Trustee, a completed Disbursement Request substantially in the form of Exhibit A hereto requesting payment to the Issuer of funds from the Reserve Account in an amount equal to such excess. (iii) At least two Business Days prior to any date on which a disbursement from the Reserve Account is required for a payment on the Notes, including an Interest Payment Date, a Redemption Date or a Change of Control Payment Date, the Issuer shall submit to the Reserve Account Agent a completed Disbursement Request substantially in the form of Exhibit B hereto requesting payment to the Trustee of Available Funds on deposit in the Reserve Account in an amount equal to the aggregate amount of principal, premium, if any, and interest (including Special Interest, if any, and Additional Amounts, if any), owed on the Senior Notes under the Senior Note Indenture until the Senior Note Discharge Date, and thereafter, the Convertible Notes under the Convertible Note Indenture, for payment of such interest on such Interest Payment Date, unless the Company Redemption Date or the Leasing Company has disbursed and the Senior Note Trustee or the Convertible Note TrusteeChange of Control Payment Date, as the case may be, unless the Issuer has disbursed and the Trustee has received funds from the Company or the Leasing Company Issuer in such amount on or before such date for such interest payment. Nevertheless, any funds or Eligible Cash Equivalents (or the proceeds or reinvestments thereof) previously designated in an Officer's Certificate delivered pursuant to Section 2(c) of this Agreement as representing funds or Eligible Cash Equivalents designated to satisfy the requirements of Section 11.4(m) of the Senior Note Indenture and Section 11.8(l) of the Convertible Note Indenture requiring the Company and/or the Leasing Companies to retain in the Company Senior Note Escrow Account and the Leasing Company Escrow Accounts the Senior Note Interest Payment Escrow Amount at all times after November 30Date, 1998 shall not be disbursed to the Leasing Company except as contemplated in such Section 11.4 and Section -9- 10 11.8. Provided that any such Disbursement Request is not rejected by it, the Escrow Agent, at least on (Redemption Date or if the Senior Note Trustee and the Escrow Agent are the same entity, two Business Days after) receipt Change of such Disbursement Request, shall disburse the funds requested in such Disbursement Request by wire or book-entry transfer of immediately available funds to the Senior Note Trustee, and shall promptly notify the Convertible Note Trustee of such disbursement. The Escrow Agent shall notify the Trustees as soon as reasonably possible if any such Disbursement Request is rejected and the reason(s) thereforControl Payment Date. (ii) In addition, the Leasing Company may submit a completed Disbursement Request for a release of funds to the Leasing Company or the Company, as applicable, from the Leasing Company Escrow Account, provided that (i) the applicable conditions set forth in Section 11.4 of the Senior Note Indenture and Section 11.8 of the Convertible Note Indenture until such time as the Convertible Notes are no longer outstanding and the Convertible Note Indenture has been satisfied and discharged have been satisfied for such release to the Leasing Company or the Company, as applicable, (ii) the Leasing Company shall have delivered to the Senior Note Trustee or the Convertible note Trustee, as applicable, the applicable Officer's Certificate required by such Section 11.4 of the Senior note Indenture or Section 11.8 of the Convertible Note Indenture, as applicable, on or before such disbursement date and (iii) the Senior Note Trustee or Convertible Note Trustee, as applicable, has executed the certification contained in the Disbursement Request. Provided that any such Disbursement Request is not rejected by it, the Escrow Agent at least two (2) Business Days after the receipt of such Disbursement Request shall disburse the funds requested in such Disbursement Request by wire or book-entry transfer of immediately available funds to the Company or the Leasing Company, as applicable. The Escrow Agent shall notify the Trustees and the Leasing Company as soon as reasonably possible if any such Disbursement Request is rejected and the reason(s) therefor. (iiiiv) If an Event of Default under the Senior Note Indenture or under the Convertible Note Indenture has occurred and is continuing, the Senior Note Trustee, in the case of an Event of Default under the Senior Note Indenture, or the Convertible Note Trustee, in the case of an Event of Default under the Convertible Note Indenture, Trustee shall be entitled unilaterally to initiate withdrawals by executing a Disbursement Request which will be substantially similar to the form of Exhibit A or Exhibit B, as applicable, but which need only to be executed by the Senior Note Trustee, in the case of an Event of Default under the Senior Note Indenture, or the Convertible Note Trustee, in the case of an Event of Default under the Convertible Note Indenture.