If the Committee determines that a Participant or Beneficiary entitled to receive a payment under this Plan is (at the time such payment is to be made) a minor or physically, mentally or legally incompetent to receive such payment and that another person or an institution has legal custody of such minor or incompetent individual, the Committee may cause payment to be made to such person or institution having custody of such Participant or Beneficiary. Such payment, to the extent made, shall operate as a complete discharge of obligation by the Committee, the Company, the Trustee and the Trust.

Facility of Payment. If the Company judges any recipient of benefits, in its sole discretion, to be legally incapable of personally receiving and giving a valid receipt for any

Facility of Payment. In the case of the legal disability, including minority, of an individual entitled to receive a Payment under the Plan, the Payment shall be made, if the Administrator is advised of the existence of such condition:

Facility of Payment. If a distribution is to be made to a minor, or to a person who is otherwise incompetent, then the Administrator may make such distribution: # to the legal guardian, or if none, to a parent of a minor payee with whom the payee maintains his or her residence; or # to the conservator or administrator or, if none, to the person having custody of an incompetent payee. Any such distribution shall fully discharge the Employer and the Administrator from further liability on account thereof.

Whenever, in the Company’s opinion, a person entitled to receive any distribution of a Benefit or installment thereof is under a legal disability or is physically or mentally incapacitated in any way so as to be unable to manage his financial affairs, the Company may direct the Trustee to make distribution to such person or to his legal representative or to a relative or friend of such person for his benefit; or the Company may direct the Trustee to apply the payment for the benefit of such person in such manner as the Company considers advisable.

Facility. ​ is willing to consider, in its sole discretion and within limits which may be authorized for purchase by ​ Parties from time to time, the purchase of Shelf [[holders of the Notes:Organization]] pursuant to this Agreement. The willingness of ​ to consider such purchase of Shelf [[holders of the Notes:Organization]] is herein called the “Facility.” At any time, subject to the additional limitations in Section 2(b), the aggregate principal amount of Shelf [[holders of the Notes:Organization]] stated in Section 1, minus the aggregate principal amount of Shelf [[holders of the Notes:Organization]] purchased and sold pursuant to this Agreement prior to such time, minus the aggregate principal amount of Accepted [[holders of the Notes:Organization]] (as hereinafter defined) which have not yet been purchased and sold hereunder prior to such time, is herein called the “Available Facility Amount” at such time. NOTWITHSTANDING THE WILLINGNESS OF ​ TO CONSIDER PURCHASES OF SHELF [[holders of the Notes:Organization]] BY ​ PARTIES, THIS AGREEMENT IS ENTERED INTO ON THE EXPRESS UNDERSTANDING THAT NEITHER ​ NOR ANY ​ PARTY SHALL BE OBLIGATED TO MAKE OR ACCEPT OFFERS TO PURCHASE SHELF [[holders of the Notes:Organization]], OR TO QUOTE RATES, SPREADS OR OTHER TERMS WITH RESPECT TO SPECIFIC PURCHASES OF SHELF [[holders of the Notes:Organization]], AND THE FACILITY SHALL IN NO WAY BE CONSTRUED AS A COMMITMENT BY ​ OR ANY ​ PARTY.

Facility of Distribution and Payment. Whenever, in the Committee’s opinion, a person entitled to receive any distribution or payment under the Plan is under a legal disability or is so incapacitated as to be unable to manage financial affairs, the Committee may make a distribution or payment to such person or the person’s legal representative or to a relative of such person in such manner as the Committee considers appropriate. Any distribution or payment of a benefit in accordance with the provisions of this Section 6.5 shall be a complete discharge of any liability for the making of such distribution or payment under the provisions of the Plan.

Facility Fees. The Company shall pay to the Administrative Agent for the account of each Bank a facility fee in Dollars on such Bank’s Credit Exposure, computed on a quarterly basis in arrears on the last Business Day of each calendar quarter, at a rate per annum equal to the applicable Facility Fee Rate set forth in the Pricing Schedule. Such facility fee shall accrue from the Closing Date to the Revolving Termination Date and shall be due and payable quarterly in arrears on the last Business Day of each calendar quarter commencing on June 30, 2021 through the Revolving Termination Date, with the final payment to be made on the Revolving Termination Date; provided that, in connection with any reduction or termination of the Credit Exposures pursuant to Section ‎2.05 or ‎2.06, the accrued facility fee calculated for the period ending on such date shall also be paid on the date of such reduction or termination, with the next succeeding quarterly payment, if any, being calculated on the basis of the period from the reduction date to such quarterly payment date. The facility fees provided in this subsection shall accrue at all times after the above-mentioned commencement date, including at any time during which one or more conditions in ‎[Article 4] are not met.

ABL Facility. The ABL Credit Agreement shall have been amended as required in connection with this Agreement and such amendment shall be satisfactory to the Administrative Agent and the Majority [[Organization B:Organization]] in their reasonable discretion.

Facility Fee. A one-time, non-refundable fee of 4.5% shall be earned when this Agreement has been executed and the funds have been wired to the account of ​/​ Research Canada, Inc.

Facility Fees. In consideration of the Revolving Committed Amount being made available by the Revolving Loan Lenders hereunder, the Borrowers agree to pay to the Administrative Agent, for the pro rata benefit of each Revolving Loan [[Organization A:Organization]] (based on each Revolving Loan [[Organization A:Organization]]’s Commitment and the number of days that such [[Organization A:Organization]] was a Revolving Loan [[Organization A:Organization]] during the prior fiscal quarter), a fee (collectively, the “Facility Fees”) equal to the Facility Fee Rate (as defined below) multiplied by the entire Revolving Committed Amount. The “Facility Fee Rate” shall vary from time to time based on the Unsecured Senior Debt Ratings then in effect and calculated as set forth in the definition of Applicable Percentage.

ABL Facility. The ABL Credit Agreement shall have been amended as required in connection with this Agreement and such amendment shall be satisfactory to the Administrative Agent and the Majority [[Organization B:Organization]] in their reasonable discretion.

Incremental Facility. Except as otherwise specifically set forth herein, all of the other terms and conditions applicable to such Incremental Facility shall be identical to the terms and conditions applicable to the Revolving Facility.

Facility Fee. The Company shall pay to the Administrative Agent for the account of the Banks ratably a facility fee at the Facility Fee Rate. Such facility fee shall accrue # for each day from and including the Closing Date to but excluding the Termination Date (or earlier date of termination of the Aggregate Commitments), on the Aggregate Commitments (whether used or unused) on such day and # for each day from and including such Termination Date or other date of termination to but excluding the date the Loans shall be repaid in their entirety, on the Aggregate Outstanding Amount on such day.

Subject to the terms and conditions of this Agreement, and during the term of this Agreement:

Description of Facility. [[Organization B:Organization]] grant to the Borrowers a revolving credit facility pursuant to which, and upon the terms and subject to the conditions herein set forth:

Availability of Facility. Subject to the terms of this Agreement, the facility is available from the date hereof to the Termination Date, and the Borrowers may borrow, repay and reborrow at any time prior to the Termination Date. The Commitments to lend hereunder shall expire on the Termination Date. Principal payments made after the Termination Date may not be reborrowed.

Repayment of Facility. The Revolving Credit Termination Balance and all other unpaid Obligations shall be paid in full by the Borrowers on the Termination Date.

Person in Facility. Subject to WuXi ATU’s safety procedures, access control SOPs, and confidentiality limitations, WuXi ATU will permit Graphite’s representatives during the Term of this Agreement, to visit the Facility at mutually agreed upon times, to provide advice to support technology transfer and/or observe procedures and processes at mutually agreed upon times with reasonable advance notification to WuXi ATU. Graphite will give WuXi ATU reasonable advanced notice of any proposed visit, but no fewer than ​ Business Days’ prior notice for the first visit and ​ weeks prior notice for subsequent visits. Graphite shall identify the individuals who will be in attendance. All visits will be during WuXi ATU’s normal business hours on weekdays at the Facility and conducted consistent with WuXi ATU’s person-in-plant SOPs, and in a manner that does not unreasonably interfere with WuXi ATU’s Services and does not otherwise unreasonably interfere with normal business activities.

Revolving Credit Facility. Subject to the provisions of subsection # below: # each Daily SOFR Rate Loan under the Revolving Credit Facility shall bear interest on the outstanding principal amount thereof at a rate per annum equal to Daily Simple SOFR plus the Applicable Rate for SOFR Loans for the Revolving Credit Facility; # each Term SOFR Rate Loan under the Revolving Credit Facility for an Interest Period shall bear interest on the outstanding principal amount thereof at a rate per annum equal to Term SOFR for such Interest Period plus the Applicable Rate for the Revolving Credit Facility; and # each Base Rate Loan under the Revolving Credit Facility shall bear interest on the outstanding principal amount thereof at a rate per annum equal to the Base Rate for such Interest Period plus the Applicable Rate for Base Rate Loans for the Revolving Credit Facility.