Common use of Direct Disbursement Clause in Contracts

Direct Disbursement. With at least three (3) Business Days (or on the same Business Day for an Alternate Base Rate Loan or Alternate Base Rate Rollover) notice prior to any Interest Payment Date on which interest is payable hereunder by any Borrower, such Borrower may request in writing, within the limits of the Available Commitment and so long as each of the conditions specified in Section 6.2 and if applicable Section 6.3 (to the extent not previously satisfied at the time such Qualified Borrower initially becomes a Borrower) have been satisfied, that the Administrative Agent disburse to the Lenders and the Letter of Credit Issuer, in accordance with the terms hereof, in immediately available funds, an amount equal to the interest or fees due to them from such Borrower, which disbursement shall be deemed to be a Loan pursuant to Section 2.3. Such Loan shall be either: (i) a LIBOR Rate Loan, if the applicable Lender can consolidate such Loan with an existing LIBOR Rate Loan that is then subject to a Rollover; or (ii) an Alternate Base Rate Loan. Such Loan will not be subject to the minimum and multiple amount limitations in Section 2.4. If the Lenders or the Letter of Credit Issuer shall not have received on the date due, any payment of interest upon any Loan or any fee described herein, the Administrative Agent may, without prior notice to or the consent of the Credit Parties, following the expiration of all applicable notice and grace periods specified in Section 10.1(a), (b) or (c), as applicable, related to the payments of such amounts, within the limits of the Available Commitment, disburse to the Lenders or the Letter of Credit Issuer, in accordance with the terms hereof, in immediately available funds, an amount equal to any interest or fees due to them, which disbursement shall be deemed to be an Alternate Base Rate Loan pursuant to Section 2.3. After any such disbursement of funds as contemplated in this Section 3.3(c), the Administrative Agent shall promptly deliver written notice of such disbursement to the applicable Borrower(s); provided that the failure of the Administrative Agent to give such notice will not affect the validity of such disbursement.

Direct Disbursement. With If, at least three (3) Business Days (or on the same Business Day for an Alternate Base Rate Loan or Alternate Base Rate Rollover) notice prior to any Interest Payment Date on which interest is payable hereunder by any Borrowertime, such Borrower may request in writing, within the limits of the Available Commitment and so long as each of the conditions specified in Section 6.2 and if applicable Section 6.3 (to the extent not previously satisfied at the time such Qualified Borrower initially becomes a Borrower) have been satisfied, that the Administrative Agent disburse to the Lenders and the Letter of Credit Issuer, in accordance with the terms hereof, in immediately available funds, an amount equal to the interest or fees due to them from such Borrower, which disbursement shall be deemed to be a Loan pursuant to Section 2.3. Such Loan shall be either: (i) a LIBOR Rate Loan, if the applicable Lender can consolidate such Loan with an existing LIBOR Rate Loan that is then subject to a Rollover; or (ii) an Alternate Base Rate Loan. Such Loan will not be subject to the minimum and multiple amount limitations in Section 2.4. If the Lenders or the Letter of Credit Issuer shall not have received on the date due, any payment of interest upon any Loan the Loans (other than as provided in Section 3.3(d) hereof), or any fee described herein, the Administrative Agent may direct the disbursement to the Lenders of funds from the amounts credited to or held for the Initial Borrower in a Collateral Account to the extent available therein for payment of any such amount; provided that, the amount so debited from any Collateral Account shall not exceed the amount so owing by such Borrower. Thereafter, if the amount so available in a Collateral Account is not sufficient for the full payment of such amounts due from such Borrower, the Administrative Agent may, without prior notice to or the consent of the Credit Parties, following the expiration of all applicable notice and grace periods specified in Section 10.1(a), (b) or (c), as applicable, related to the payments of such amountsInitial Borrower, within the limits of the Available Commitment, disburse to the Lenders or the Letter of Credit Issuer, in accordance with the terms hereof, in immediately available funds, funds an amount equal to any the interest or fees fee due to themthe Lenders, which disbursement shall be deemed to be a Reference Rate Loan (or a LIBOR Loan with respect to an Alternate Base Rate Loan Currency) to the applicable Borrower pursuant to Section 2.32.3 hereof, and such Borrower shall be deemed to have given to the Lenders in accordance with the terms and conditions of Section 2.3 hereof a Request for Borrowing with respect thereto. After any such disbursement of funds from a Collateral Account to the Lenders as contemplated in this Section 3.3(c), the Administrative Agent shall promptly deliver written notice of such disbursement to the applicable Borrower(s)Initial Borrower; provided that the failure of the Administrative Agent to give such notice will not affect the validity of such disbursement, and the Administrative Agent shall provide the Lenders with notice thereof.

Direct Disbursement. With at least three (3) Business Days (or on the same Business Day for an Alternate Base Rate Loan or Alternate Base Rate Rollover) Days’ notice prior to any Interest Payment Date on which interest is or fees are payable hereunder by any Borrower, such Borrower may request in writing, within the limits of the Available Commitment and so long as (i) no Event of Default or Material Potential Default exists and (ii) each of the conditions specified representations and warranties set forth in Section 6.2 this Credit Agreement and if applicable Section 6.3 the other Loan Documents shall be true and correct in all material respects on and as of such date (except to the extent not previously satisfied at the time such Qualified Borrower initially becomes a Borrower) of changes in facts or circumstances that have been satisfieddisclosed to the Administrative Agent in writing and do not constitute an Event of Default or a Material Potential Default or to the extent such representations and warranties relate to an earlier or other specific date), that the Administrative Agent disburse to the Lenders and the Letter of Credit Issuer, in accordance with the terms hereof, in immediately available funds, an amount equal to the interest or fees due to them from such Borrower, which disbursement shall be deemed to be a Loan pursuant to Section 2.32.3 hereof. Such Loan shall be eitherbe: (i) a LIBOR Eurocurrency Rate Loan, if the applicable Lender can consolidate such Loan with an existing LIBOR Eurocurrency Rate Loan that is then subject to a Rollover; or (ii) an Alternate Base a Reference Rate Loan. Such Loan will not be subject to the minimum and multiple amount limitations in Section 2.42.4 hereof. If If, at any time, the Lenders or the Letter of Credit Issuer shall not have received on the date due, any payment of interest upon any Loan or Letter of Credit or any fee described herein, the Administrative Agent may direct the disbursement to the Lenders of the amount of such unpaid interest or fee from the Collateral Account(s) of the applicable Borrower(s) with respect to such Loan or Letter of Credit or fee, as applicable, to the extent available therein for payment of any such amount; provided that the amount so debited from the Collateral Account(s) shall not exceed the amount so owing from such Borrower(s). Thereafter, if the amount available in the applicable Collateral Accounts is not sufficient for the full payment of such amounts due from such Borrower(s), the Administrative Agent may, without prior notice USActive 58236919.3 -60- to or the consent of the Credit Parties, following the expiration of all applicable notice and grace periods specified in Section 10.1(a), (b) or (c), as applicable, related to the payments of such amounts, within the limits of the Available Commitment, disburse to the Lenders or and the Letter of Credit Issuer, in accordance with the terms hereof, in immediately available funds, an amount equal to any interest or fees due to them, which disbursement shall be deemed to be an Alternate Base a Reference Rate Loan (or, in the case of any such Loan in an Alternative Currency, a Eurocurrency Rate Loan with an interest period of one-month), to the applicable Borrower pursuant to Section 2.32.3 hereof, and such Borrower shall be deemed to have given to the Lenders in accordance with the terms and conditions of Section 2.3 hereof a Request for Borrowing with respect thereto. After any such disbursement of funds from any Collateral Account as contemplated in this Section 3.3(c), the Administrative Agent shall promptly deliver written notice of such disbursement to the applicable Borrower(s); provided that the failure of the Administrative Agent to give such notice will not affect the validity of such disbursement.

Direct Disbursement. With at least three (3) Business Days (or on the same Business Day for an Alternate Base Rate Loan or Alternate Base Rate Rollover) notice prior to any Interest Payment Date on which interest is payable hereunder by any Borrower, such Borrower may request in writing, within the limits of the Available Commitment and so long as each of the conditions specified in Section 6.2 and if applicable Section 6.3 (to the extent not previously satisfied at the time such Qualified Borrower initially becomes a Borrower) have been satisfied, that the Administrative Agent disburse to the Lenders and the Letter of Credit IssuerLenders, in accordance with the terms hereof, in immediately available funds, an amount equal to the interest or fees due to them from such Borrower, which disbursement shall be deemed to be a Loan pursuant to Section 2.3. Such Loan shall be either: (i) a LIBOR Eurocurrency Rate Loan, if the applicable Lender can consolidate such Loan with an existing LIBOR Eurocurrency Rate Loan that is then subject to a Rollover; or (ii) an Alternate Base Rate Loan. Such Loan will not be subject to the minimum and multiple amount limitations in Section 2.4. If the Lenders or the Letter of Credit Issuer shall not have received on the date due, any payment of interest upon any Loan or any fee described herein, the Administrative Agent may, without prior notice to or the consent of the Credit Parties, following the expiration of all applicable notice and grace periods specified in Section 10.1(a), (b10.1(b) or (c10.1(c), as applicable, related to the payments of such amounts, within the limits of the Available Commitment, disburse to the Lenders or the Letter of Credit IssuerLenders, in accordance with the terms hereof, in immediately available funds, an amount equal to any interest or fees due to them, which disbursement shall be deemed to be an Alternate Base Rate Loan pursuant to Section 2.3. After any such disbursement of funds as contemplated in this Section 3.3(c), the Administrative Agent shall promptly deliver written notice of such disbursement to the applicable Borrower(s); provided that the failure of the Administrative Agent to give such notice will not affect the validity of such disbursement.

Direct Disbursement. With at least three (3) Business Days (or on the same one (1) Business Day for an Alternate Base Rate Loan or Alternate Base Rate Rollover) notice prior to any Interest Payment Date on which interest is payable hereunder by any Borrower, such Borrower may request in writing, within the limits of the Available Commitment and so long as each of the conditions specified in Section 6.2 and if applicable Section 6.3 (to the extent not previously satisfied at the time such Qualified Borrower initially becomes a Borrower) have been satisfied, that the Administrative Agent disburse to the Lenders and the Letter of Credit IssuerLenders, in accordance with the terms hereof, in immediately available funds, an amount equal to the interest or fees due to them from such Borrower, which disbursement shall be deemed to be a Loan pursuant to Section 2.3; provided that, with respect to any request for disbursement relating to an Alternate Base Rate Loan, should the Administrative Agent receive less than one (1) Business Day’s notice thereof, the Administrative Agent will make commercially reasonable best efforts to make such disbursement on the date of such request so long as such request is received on a Business Day and otherwise complies with the terms of this Credit Agreement. Such Loan shall be either: (i) a LIBOR Rate RateTerm SOFR Loan, if the applicable Lender can consolidate such Loan with an existing LIBOR Rate RateTerm SOFR Loan that is then subject to a Rollover; or (ii) an Alternate Base Rate Loan, if in Dollars. Such Loan will not be subject to the minimum and multiple amount limitations in Section 2.4. If the Lenders or the Letter of Credit Issuer shall not have received on the date due, any payment of interest upon any Loan or any fee described herein, the Administrative Agent may, without prior notice to or the consent of the Credit Parties, following the expiration of all applicable notice and grace periods specified in Section 10.1(aSections 10.01(a), (b) or (c), as applicable, related to the payments of such amounts, within the limits of the Available Commitment, disburse to the Lenders or the Letter of Credit IssuerLenders, in accordance with the terms hereof, in immediately available funds, an amount equal to any interest or fees due to them, which disbursement shall be deemed to be an Alternate Base Rate Loan pursuant to Section 2.3. After any such disbursement of funds as contemplated in this Section 3.3(c), the Administrative Agent shall promptly deliver written notice of such disbursement to the applicable Borrower(s); provided that the failure of the Administrative Agent to give such notice will not affect the validity of such disbursement.

Direct Disbursement. With at least three (3) Business Days (or on the same one (1) Business Day for an Alternate Base Rate Loan or Alternate Base Rate Rollover) notice prior to any Interest Payment Date on which interest is payable hereunder by any Borrower, such Borrower may request in writing, within the limits of the Available Commitment and so long as each of the conditions specified in Section 6.2 and if applicable Section 6.3 (to the extent not previously satisfied at the time such Qualified Borrower initially becomes a Borrower) have been satisfied, that the Administrative Agent disburse to the Lenders and the Letter of Credit IssuerLenders, in accordance with the terms hereof, in immediately available funds, an amount equal to the interest or fees due to them from such Borrower, which disbursement shall be deemed to be a Loan pursuant to Section 2.3; provided that, with respect to any request for disbursement relating to an Alternate Base Rate Loan, should the Administrative Agent receive less than one (1) Business Day’s notice thereof, the Administrative Agent will make commercially reasonable best efforts to make such disbursement on the date of such request so long as such request is received on a Business Day and otherwise complies with the terms of this Credit Agreement. Such Loan shall be either: (i) a LIBOR Rate Loan, if the applicable Lender can consolidate such Loan with an existing LIBOR Rate Loan that is then subject to a Rollover; or (ii) an Alternate Base Rate Loan, if in Dollars. Such Loan will not be subject to the minimum and multiple amount limitations in Section 2.4. If the Lenders or the Letter of Credit Issuer shall not have received on the date due, any payment of interest upon any Loan or any fee described herein, the Administrative Agent may, without prior notice to or the consent of the Credit Parties, following the expiration of all applicable notice and grace periods specified in Section 10.1(aSections 10.01(a), (b) or (c), as applicable, related to the payments of such amounts, within the limits of the Available Commitment, disburse to the Lenders or the Letter of Credit IssuerLenders, in accordance with the terms hereof, in immediately available funds, an amount equal to any interest or fees due to them, which disbursement shall be deemed to be an Alternate Base Rate Loan pursuant to Section 2.3. After any such disbursement of funds as contemplated in this Section 3.3(c), the Administrative Agent shall promptly deliver written notice of such disbursement to the applicable Borrower(s); provided that the failure of the Administrative Agent to give such notice will not affect the validity of such disbursement.

Direct Disbursement. With at least three (3) Business Days (or on the same Business Day for an Alternate Base Rate Loan or Alternate Base Rate Rollover) notice prior to any Interest Payment Date on which interest is payable hereunder by any Borrower, such Borrower may request in writing, within the limits of the Available Commitment and so long as each of the conditions specified in Section 6.2 and if applicable Section 6.3 (to the extent not previously satisfied at the time such Qualified Borrower initially becomes a Borrower) have been satisfied, that the Administrative Agent disburse to the Lenders and the Letter of Credit Issuer, in accordance with the terms hereof, in immediately available funds, an amount equal to the interest or fees due CONFIDENTIAL TREATMENT REQUESTED PURSUANT TO 17 C.F.R. SECTION 200.83 to them from such Borrower, which disbursement shall be deemed to be a Loan pursuant to Section 2.3. Such Loan shall be either: (i) a LIBOR Rate Loan, if the applicable Lender can consolidate such Loan with an existing LIBOR Rate Loan that is then subject to a Rollover; or (ii) an Alternate Base Rate Loan. Such Loan will not be subject to the minimum and multiple amount limitations in Section 2.4. If the Lenders or the Letter of Credit Issuer shall not have received on the date due, any payment of interest upon any Loan or any fee described herein, the Administrative Agent may, without prior notice to or the consent of the Credit Parties, following the expiration of all applicable notice and grace periods specified in Section 10.1(a), (b) or (c), as applicable, related to the payments of such amounts, within the limits of the Available Commitment, disburse to the Lenders or the Letter of Credit Issuer, in accordance with the terms hereof, in immediately available funds, an amount equal to any interest or fees due to them, which disbursement shall be deemed to be an Alternate Base Rate Loan pursuant to Section 2.3. After any such disbursement of funds as contemplated in this Section 3.3(c), the Administrative Agent shall promptly deliver written notice of such disbursement to the applicable Borrower(s); provided that the failure of the Administrative Agent to give such notice will not affect the validity of such disbursement.

Direct Disbursement. With at least three (3) Business Days (or on the same Business Day for an Alternate Base Rate Loan or Alternate Base Rate Rollover) notice prior to any Interest Payment Date on which interest is payable hereunder by any Borrower, such Borrower may request in writing, within the limits of the Available Commitment and so long as each of the conditions specified in Section 6.2 and if applicable Section 6.3 (to the extent not previously satisfied at the time such Qualified Borrower initially becomes a Borrower) have been satisfied, that the Administrative Agent disburse to the Lenders and the Letter of Credit IssuerLenders, in accordance with the terms hereof, in immediately available funds, an amount equal to the interest or fees due to them from such Borrower, which disbursement shall be deemed to be a Loan pursuant to Section 2.3. Such Loan shall be either: (i) a LIBOR Rate Loan, if the applicable Lender can consolidate such Loan with an existing LIBOR Rate Loan that is then subject to a Rollover; or (ii) an Alternate Base Rate Loan. Such Loan will not be subject to the minimum and multiple amount limitations in Section 2.4. If the Lenders or the Letter of Credit Issuer shall not have received on the date due, any payment of interest upon any Loan or any fee described herein, the Administrative Agent may, without prior notice to or the consent of the Credit PartiesBorrowers, following the expiration of all applicable notice and grace periods specified in Section 10.1(a), (b) or (c), as applicable, related to the payments of such amounts, within the limits of the Available Commitment, disburse to the Lenders or the Letter of Credit IssuerLenders, in accordance with the terms hereof, in immediately available funds, an amount equal to any interest or fees due to them, which disbursement shall be deemed to be an Alternate Base Rate Loan pursuant to Section 2.3. After any such disbursement of funds as contemplated in this Section 3.3(c), the Administrative Agent shall promptly deliver written notice of such disbursement to the applicable Borrower(s); provided that the failure of the Administrative Agent to give such notice will not affect the validity of such disbursement.

Direct Disbursement. With at least three (3) Business Days (or on the same Business Day for an Alternate Base Rate Loan or Alternate Base Rate Rollover) notice prior to any Interest Payment Date on which interest is payable hereunder by any Borrower, such Borrower may request in writing, within the limits of the Available Commitment and so long as each of the conditions specified in Section 6.2 and if applicable Section 6.3 (to the extent not previously satisfied at the time such Qualified Borrower initially becomes a Borrower) have been satisfied, that the Administrative Agent disburse to the Lenders and the Letter of Credit IssuerLenders, in accordance with the terms hereof, in immediately available funds, an amount equal to the interest or fees due to them from such Borrower, which disbursement shall be deemed to be a Loan pursuant to Section 2.3. Such Loan shall be either: (i) a LIBOR Rate Loan, if the applicable Lender can consolidate such Loan with an existing LIBOR Rate Loan that is then subject to a Rollover; or (ii) an Alternate Base Rate Loan. Such Loan will not be subject to the minimum and multiple amount limitations in Section 2.4. If the Lenders or the Letter of Credit Issuer shall not have received on the date due, any payment of interest upon any Loan or any fee described herein, the Administrative Agent may, without prior notice to or the consent of the Credit Parties, following the expiration of all applicable notice and grace periods specified in Section 10.1(a), (b) or CONFIDENTIAL TREATMENT REQUESTED PURSUANT TO 17 C.F.R. SECTION 200.83 (c), as applicable, related to the payments of such amounts, within the limits of the Available Commitment, disburse to the Lenders or the Letter of Credit IssuerLenders, in accordance with the terms hereof, in immediately available funds, an amount equal to any interest or fees due to them, which disbursement shall be deemed to be an Alternate Base Rate Loan pursuant to Section 2.3. After any such disbursement of funds as contemplated in this Section 3.3(c), the Administrative Agent shall promptly deliver written notice of such disbursement to the applicable Borrower(s); provided that the failure of the Administrative Agent to give such notice will not affect the validity of such disbursement.

Direct Disbursement. With at least three (3) Business Days (or on the same Business Day for an Alternate Base Rate Loan or Alternate Base Rate Rollover) notice prior to any Interest Payment Date on which interest is payable hereunder by any Borrower, such Borrower may request in writing, within the limits of the Available Commitment and so long as each of the conditions specified in Section 6.2 and if applicable Section 6.3 (to the extent not previously satisfied at the time such Qualified Borrower initially becomes a Borrower) have been satisfied, that the Administrative Agent disburse to the Lenders and the Letter of Credit Issuer, in accordance with the terms hereof, in immediately available funds, an amount equal to the interest or fees due to them from such Borrower, which disbursement shall be deemed to be a Loan pursuant to Section 2.3. Such Loan shall be either: (i) a LIBOR Rate RateSOFR Loan, if the applicable Lender can consolidate such Loan with an existing LIBOR Rate RateSOFR Loan that is then subject to a Rollover; or (ii) an Alternate Base Rate Loan. Such Loan will not be subject to the minimum and multiple amount limitations in Section 2.4. If the Lenders or the Letter of Credit Issuer shall not have received on the date due, any payment of interest upon any Loan or any fee described herein, the Administrative Agent may, without prior notice to or the consent of the Credit Parties, following the expiration of all applicable notice and grace periods specified in Section 10.1(a), (b) or (c), as applicable, related to the payments of such amounts, within the limits of the Available Commitment, disburse to the Lenders or the Letter of Credit Issuer, in accordance with the terms hereof, in immediately available funds, an amount equal to any interest or fees due to them, which disbursement shall be deemed to be an Alternate Base Rate Loan pursuant to Section 2.3. After any such disbursement of funds as contemplated in this Section 3.3(c), the Administrative Agent shall promptly deliver written notice of such disbursement to the applicable Borrower(s); provided that the failure of the Administrative Agent to give such notice will not affect the validity of such disbursement.

Direct Disbursement. With at least three (3) Business Days (or on the same Business Day for an Alternate Base Rate Loan or Alternate Base Rate Rollover) Days’ notice prior to any Interest Payment Date on which interest is or fees are payable hereunder by any Borrower, such Borrower may request in writing, within the limits of the Available Commitment and so long as (i) no Event of Default or Material Potential Default exists and (ii) each of the conditions specified representations and warranties set forth in Section 6.2 this Credit Agreement and if applicable Section 6.3 the other Loan Documents shall be true and correct in all material respects on and as of such date (except to the extent not previously satisfied at the time such Qualified Borrower initially becomes a Borrower) of changes in facts or circumstances that have been satisfieddisclosed to the Administrative Agent in writing and do not constitute an Event of Default or a Material Potential Default or to the extent such representations and warranties relate to an earlier or other specific date), that the Administrative Agent disburse to the Lenders and the Letter of Credit Issuer, in accordance with the terms hereof, in immediately available funds, an amount equal to the interest or fees due to them from such Borrower, which disbursement shall be deemed to be a Loan pursuant to Section 2.32.3 hereof. Such Loan shall be eitherbe: (i) a LIBOR Eurocurrency Rate Loan, if the applicable Lender can consolidate such Loan with an existing LIBOR Eurocurrency Rate Loan that is then subject to a Rollover; or (ii) an Alternate Base a Reference Rate Loan. Such Loan will not be subject to the minimum and multiple amount limitations in Section 2.42.4 hereof. If If, at any time, the Lenders or the Letter of Credit Issuer shall not have received on the date due, any payment of interest upon any Loan or Letter of Credit or any fee described herein, the Administrative Agent may direct the disbursement to the Lenders of the amount of such unpaid interest or fee from the Collateral Account(s) of the applicable Borrower(s) with respect to such Loan or Letter of Credit or fee, as applicable, to the extent available therein for payment of any such amount; provided that the amount so debited from the Collateral Account(s) shall not exceed the amount so owing from such Borrower(s). Thereafter, if the amount available in the applicable Collateral Accounts is not sufficient for the full payment of such amounts due from such Borrower(s), the Administrative Agent may, without prior notice to or the consent of the Credit Parties, following the expiration of all applicable notice and grace periods specified in Section 10.1(a), (b) or (c), as applicable, related to the payments of such amounts, within the limits of the Available Commitment, disburse to the Lenders or and the Letter of Credit Issuer, in accordance with USActive 58236919.3 the terms hereof, in immediately available funds, an amount equal to any interest or fees due to them, which disbursement shall be deemed to be an Alternate Base a Reference Rate Loan (or, in the case of any such Loan in an Alternative Currency, a Eurocurrency Rate Loan with an interest period of one-month), to the applicable Borrower pursuant to Section 2.32.3 hereof, and such Borrower shall be deemed to have given to the Lenders in accordance with the terms and conditions of Section 2.3 hereof a Request for Borrowing with respect thereto. After any such disbursement of funds from any Collateral Account as contemplated in this Section 3.3(c), the Administrative Agent shall promptly deliver written notice of such disbursement to the applicable Borrower(s); provided that the failure of the Administrative Agent to give such notice will not affect the validity of such disbursement.

Direct Disbursement. With at least three (3) Business Days (or on the same one (1) Business Day for an Alternate Base Rate Loan or Alternate Base Rate Rollover) notice prior to any Interest Payment Date on which interest is payable hereunder by any Borrower, such Borrower may request in writing, within the limits of the Available Commitment and so long as each of the conditions specified in Section 6.2 and if applicable Section 6.3 (to the extent not previously satisfied at the time such Qualified Borrower initially becomes a Borrower) have been satisfied, that the Administrative Agent disburse to the Lenders and the Letter of Credit IssuerLenders, in accordance with the terms hereof, in immediately available funds, an amount equal to the interest or fees due to them from such Borrower, which disbursement shall be deemed to be a Loan pursuant to Section 2.3. Such Loan shall be either: (i) a LIBOR Rate Loan, if the applicable Lender can consolidate such Loan with an existing LIBOR Rate Loan that is then subject to a Rollover; or (ii) an Alternate Base Rate Loan, if in Dollars. Such Loan will not be subject to the minimum and multiple amount limitations in Section 2.4. If the Lenders or the Letter of Credit Issuer shall not have received on the date due, any payment of interest upon any Loan or any fee described herein, the Administrative Agent may, without prior notice to or the consent of the Credit PartiesBorrowers, following the expiration of all applicable notice and grace periods specified in Section 10.1(aSections 10.01(a), (b) or (c), as applicable, related to the payments of such amounts, within the limits of the Available Commitment, disburse to the Lenders or the Letter of Credit IssuerLenders, in accordance with the terms hereof, in immediately available funds, an amount equal to any interest or fees due to them, which disbursement shall be deemed to be an Alternate Base Rate Loan pursuant to Section 2.32.3 if in Dollars and a LIBOR Rate Loan pursuant to Section 2.3 if in an Alternative Currency. After any such disbursement of funds as contemplated in this Section 3.3(c), the Administrative Agent shall promptly deliver written notice of such disbursement to the applicable Borrower(s); provided that the failure of the Administrative Agent to give such notice will not affect the validity of such disbursement.

Direct Disbursement. With at least three (3) Business Days (or on the same Business Day for an Alternate Base Rate Loan or Alternate Base Rate Rollover) Days’ notice prior to any Interest Payment Date on which interest is or fees are payable hereunder by any Borrower, such Borrower may request in writing, within the limits of the Available Commitment and so long as (i) no Event of Default or Material Potential Default exists and (ii) each of the conditions specified representations and warranties set forth in Section 6.2 this Credit Agreement and if applicable Section 6.3 the other Loan Documents shall be true and correct in all material respects on and as of such date (except to the extent not previously satisfied at the time such Qualified Borrower initially becomes a Borrower) of changes in facts or circumstances that have been satisfieddisclosed to the Administrative Agent in writing and do not constitute an Event of Default or a Material Potential Default or to the extent such representations and warranties relate to an earlier or other specific date), that the Administrative Agent disburse to the Lenders and the Letter of Credit Issuer, in accordance with the terms hereof, in immediately available funds, an amount equal to the interest or fees due to them from such Borrower, which disbursement shall be deemed to be a Loan pursuant to Section 2.32.3 hereof. Such Loan shall be eitherbe: (i) a LIBOR Eurocurrency Rate Loan, if the applicable Lender can consolidate such Loan with an existing LIBOR Eurocurrency Rate Loan that is then subject to a Rollover; or (ii) an Alternate Base a Reference Rate Loan. Such Loan will not be subject to the minimum and multiple amount limitations in Section 2.42.4 hereof. If If, at any time, the Lenders or the Letter of Credit Issuer shall not have received on the date due, any payment of interest upon any Loan or Letter of Credit or any fee described herein, the Administrative Agent may direct the disbursement to the Lenders of the amount of such unpaid interest or fee from the Collateral Account(s) of the applicable Borrower(s) with respect to such Loan or Letter of Credit or fee, as applicable, to the extent available therein for payment of any such amount; provided that the amount so debited from the Collateral Account(s) shall not exceed the amount so owing from such Borrower(s). Thereafter, if the amount available in the applicable Collateral Accounts is not sufficient for the full payment of such amounts due from such Borrower(s), the Administrative Agent may, without prior notice to or the consent of the Credit Parties, following the expiration of all applicable notice and grace periods specified in Section 10.1(a), (b) or (c), as applicable, related to the payments of such amounts, within the limits of the Available Commitment, disburse to the Lenders or and the Letter of Credit Issuer, in accordance with the terms hereof, in immediately available funds, an amount equal to any interest or fees due to them, which disbursement shall be deemed to be an Alternate Base a Reference Rate Loan (or, in the case of any such Loan in an Alternative Currency, a Eurocurrency Rate Loan with an interest period of one-month), to the applicable Borrower pursuant to Section 2.32.3 hereof, and such Borrower shall be deemed to have given to the Lenders in accordance with the terms and conditions of Section 2.3 hereof a Request for Borrowing with respect thereto. After any such disbursement of funds from any Collateral Account as contemplated in this Section 3.3(c), the Administrative Agent shall promptly deliver written notice of such disbursement to the applicable Borrower(s); provided that the failure of the Administrative Agent to give such notice will not affect the validity of such disbursement.

Direct Disbursement. With at least three (3) Business Days (or on the same Business Day for an Alternate Base Rate Loan or Alternate Base Rate Rollover) Days’ notice prior to any Interest Payment Date on which interest is or fees are payable hereunder by any Borrower, such Borrower may request in writing, within the limits of the Available Commitment and so long as (i) no Event of Default or Material Potential Default exists and (ii) each of the conditions specified representations and warranties set forth in Section 6.2 this Credit Agreement and if applicable Section 6.3 the other Loan Documents shall be true and correct in all material respects on and as of such date (except to the extent not previously satisfied at the time such Qualified Borrower initially becomes a Borrower) of changes in facts or circumstances that have been satisfieddisclosed to the Administrative Agent in writing and do not constitute an Event of Default or a Material Potential Default or to the extent such representations and warranties relate to an earlier or other specific date), that the Administrative Agent USActive 58236919.3 -61- disburse to the Lenders and the Letter of Credit Issuer, in accordance with the terms hereof, in immediately available funds, an amount equal to the interest or fees due to them from such Borrower, which disbursement shall be deemed to be a Loan pursuant to Section 2.32.3 hereof. Such Loan shall be eitherbe: (i) a LIBOR Eurocurrency Rate Loan, if the applicable Lender can consolidate such Loan with an existing LIBOR Eurocurrency Rate Loan that is then subject to a Rollover; or (ii) an Alternate Base a Reference Rate Loan. Such Loan will not be subject to the minimum and multiple amount limitations in Section 2.42.4 hereof. If If, at any time, the Lenders or the Letter of Credit Issuer shall not have received on the date due, any payment of interest upon any Loan or Letter of Credit or any fee described herein, the Administrative Agent may direct the disbursement to the Lenders of the amount of such unpaid interest or fee from the Collateral Account(s) of the applicable Borrower(s) with respect to such Loan or Letter of Credit or fee, as applicable, to the extent available therein for payment of any such amount; provided that the amount so debited from the Collateral Account(s) shall not exceed the amount so owing from such Borrower(s). Thereafter, if the amount available in the applicable Collateral Accounts is not sufficient for the full payment of such amounts due from such Borrower(s), the Administrative Agent may, without prior notice to or the consent of the Credit Parties, following the expiration of all applicable notice and grace periods specified in Section 10.1(a), (b) or (c), as applicable, related to the payments of such amounts, within the limits of the Available Commitment, disburse to the Lenders or and the Letter of Credit Issuer, in accordance with the terms hereof, in immediately available funds, an amount equal to any interest or fees due to them, which disbursement shall be deemed to be an Alternate Base a Reference Rate Loan (or, in the case of any such Loan in an Alternative Currency, a Eurocurrency Rate Loan with an interest period of one-month), to the applicable Borrower pursuant to Section 2.32.3 hereof, and such Borrower shall be deemed to have given to the Lenders in accordance with the terms and conditions of Section 2.3 hereof a Request for Borrowing with respect thereto. After any such disbursement of funds from any Collateral Account as contemplated in this Section 3.3(c), the Administrative Agent shall promptly deliver written notice of such disbursement to the applicable Borrower(s); provided that the failure of the Administrative Agent to give such notice will not affect the validity of such disbursement.