Common use of Qualified Borrowers Clause in Contracts

Qualified Borrowers. In consideration of the Lenders’ agreement to advance funds to a Qualified Borrower that has joined the Credit Facility in accordance with Section 6.3 and to accept the Qualified Borrower Guaranties in support thereof, the Borrowers hereby authorize, empower, and direct the Administrative Agent, for the benefit of the Secured Parties, within the limits of the Available Commitment of the applicable Fund Group, to disburse directly to the Lenders, with notice to the Borrowers of the related Fund Group, in immediately available funds, an amount equal to the amount due and owing under any Qualified Borrower Promissory Note or any Qualified Borrower Guaranty, together with all interest, costs and expenses and fees due to the Lenders pursuant thereto, as a Borrowing hereunder, in the event the Administrative Agent shall have not received payment of such Obligations when due. The Administrative Agent will notify the Borrowers of the applicable Fund Group of any disbursement made to the Lenders pursuant to the terms hereof; provided that the failure to give such notice shall not affect the validity of the disbursement, and the Administrative Agent shall provide the Lenders with notice thereof. Any such disbursement made by the Administrative Agent to the Lenders shall be deemed to be a Reference Rate Loan pursuant to Section 2.3 in the amount so paid, and the Borrowers of the applicable Fund Group shall be deemed to have given to the Administrative Agent in accordance with the terms and conditions of Section 2.3, a Request for Borrowing with respect thereto; and such disbursements shall be made without regard to the minimum and multiple amounts specified in Section 2.4. The Administrative Agent may conclusively rely on the Lenders as to the amount of any such Obligations due to the Lenders, absent manifest error.

Qualified Borrowers. In consideration of the Lenders’ agreement to advance funds to a Qualified Borrower that has joined the Credit Facility in accordance with Section 6.3 6.3, to cause Letters of Credit to be issued for the account of a Qualified Borrower pursuant to Section 2.8, and to accept the Qualified Borrower Guaranties in support thereof, the Borrowers hereby authorize, empower, and direct the Administrative Agent, for the benefit of the Secured Parties, within the limits of the Available Commitment of the applicable Fund GroupCommitment, to disburse directly to the Lenders, with notice to the Borrowers of the related Fund GroupBorrowers, in immediately available funds, an amount equal to the amount due and owing under any Qualified Borrower Promissory Note or any Qualified Borrower Guaranty, together with all interest, costs and costs, expenses and fees due to the Lenders pursuant thereto, as a Borrowing hereunder, in the event the Administrative Agent shall have not received payment of such Obligations when due. The Administrative Agent will shall notify the Borrowers of the applicable Fund Group of any disbursement made to the Lenders pursuant to the terms hereof; provided that the failure to give such notice shall not affect the validity of the disbursement, and the Administrative Agent shall provide the Lenders with notice thereof. Any such disbursement made by the Administrative Agent to the Lenders shall be deemed to be a Reference Rate Loan pursuant to Section 2.3 in the amount so paid, and the Borrowers of the applicable Fund Group shall be deemed to have given to the Administrative Agent in accordance with the terms and conditions of Section 2.3, a Request for Borrowing with respect thereto; and such disbursements shall be made without regard to the minimum and multiple amounts specified in Section 2.4. The Administrative Agent may conclusively rely on the Lenders as to the amount of any such Obligations due to the Lenders, absent manifest error.

Qualified Borrowers. In consideration of the Lenders’ agreement to advance funds to a Qualified Borrower that has joined the Credit Facility in accordance with Section 6.3 and to accept the Qualified Borrower Guaranties in support thereof, the Borrowers hereby authorize, empower, and direct the Administrative Agent, for the benefit of the Secured Parties, within the limits of the Available Commitment of the applicable Fund GroupCommitment, to disburse directly to the Lenders, with notice to the Borrowers of the related Fund GroupBorrowers, in immediately available funds, an amount equal to the amount due and owing under any Qualified Borrower Promissory Note or any Qualified Borrower Guaranty, together with all interest, costs and expenses and fees due to the Lenders pursuant thereto, as a Borrowing hereunder, in the event the Administrative Agent shall have not received payment of such Obligations when due. The Administrative Agent will shall notify the Borrowers of the applicable Fund Group of any disbursement made to the Lenders pursuant to the terms hereof; provided that the failure to give such notice shall not affect the validity of the disbursement, and the Administrative Agent shall provide the Lenders with notice thereof. Any such disbursement made by the Administrative Agent to the Lenders shall be deemed to be a Reference Rate Loan pursuant to Section 2.3 in the amount so paid, and the Borrowers of the applicable Fund Group shall be deemed to have given to the Administrative Agent in accordance with the terms and conditions of Section 2.3, a Request for Borrowing with respect thereto; and such disbursements shall be made without regard to the minimum and multiple amounts specified in Section 2.4. The Administrative Agent may conclusively rely on the Lenders as to the amount of any such Obligations due to the Lenders, absent manifest error.

Qualified Borrowers. In consideration of the Lenders’ agreement to advance funds to a Qualified Borrower that has joined the Credit Facility in accordance with Section 6.3 and to accept the Qualified Borrower Guaranties in support thereof, the Borrowers hereby authorize, empower, and direct the Administrative Agent, for the benefit of the Secured Parties, within the limits of the Available Commitment of the applicable Fund GroupCommitment, to disburse directly to the Lenders, with notice to the Borrowers of the related Fund GroupBorrowers, in immediately available funds, an amount equal to the amount due and owing under any Qualified Borrower Promissory Note or any Qualified Borrower Guaranty, together with all interest, costs and expenses and fees due to the Lenders pursuant thereto, as a Borrowing hereunder, in the event the Administrative Agent shall have not received payment of such Obligations when due. The Administrative Agent will notify the Borrowers of the applicable Fund Group of any disbursement made to the Lenders pursuant to the terms hereof; provided that the failure to give such notice shall not affect the validity of the disbursement, and the Administrative Agent shall provide the Lenders with notice thereof. Any such disbursement made by the Administrative Agent to the Lenders shall be deemed to be a Reference Rate Loan pursuant to Section 2.3 in the amount so paid, and the Borrowers of the applicable Fund Group shall be deemed to have given to the Administrative Agent in accordance with the terms and conditions of Section 2.3, a Request for Borrowing with respect thereto; and such disbursements shall be made without regard to the minimum and multiple amounts specified in Section 2.4. The Administrative Agent may conclusively rely on the Lenders as to the amount of any such Obligations due to the Lenders, absent manifest error. If any Qualified Borrower (a) shall (i) apply for or consent to the appointment of a receiver, trustee, custodian, intervenor, sequestrator, conservator, liquidator or similar official of itself or of all or a substantial part of its assets; (ii) file a voluntary petition in bankruptcy or admit in writing that it is unable to pay its debts as they become due; (iii) make a general assignment for the benefit of creditors; (iv) file a petition or answer seeking reorganization or an arrangement with creditors or to take advantage of any Debtor Relief Laws; (v) file an answer admitting the material allegations of, or consent to, or default in answering, a petition filed against it in any bankruptcy, reorganization or insolvency proceeding; or (vi) take any partnership, limited liability company or corporate action for the purpose of effecting any of the foregoing; or (b) an order, order for relief, judgment or decree shall be entered by any court of competent jurisdiction or other competent authority approving a petition seeking reorganization of any Qualified Borrower, or appointing a receiver, custodian, trustee, intervenor, sequestrator, conservator, liquidator or similar official of any Qualified Borrower, or of all or substantially all of such Person’s assets, any Loans to such Qualified Borrower shall be automatically converted to, and shall continue as, Loans to the Borrower that provided the Qualified Borrower Guaranty with respect to such Qualified Borrower.

Qualified Borrowers. In consideration of the Lenders’ agreement to advance funds to a Qualified Borrower that has joined the Credit Facility in accordance with Section 6.3 7.03(a), to cause Letters of Credit to be issued for the account of a Qualified Borrower pursuant to Section 2.07 and to accept the Qualified Fund Borrower Guaranties in support thereof, the Borrowers Borrower Parties hereby authorize, empower, and direct the Administrative Agent, for the benefit of the Secured Parties, within the limits of the Available Commitment of the applicable Fund GroupCommitment, to disburse directly to the Lenders, with notice to the Borrowers of the related Fund GroupBorrower Parties, in immediately available funds, an amount equal to the amount due and owing under any Qualified Borrower Promissory Note or any Qualified Fund Borrower Guaranty, together with all interest, costs and expenses and fees due to the Lenders pursuant thereto, as a Borrowing hereunder, in the event the Administrative Agent shall have not received payment of such Obligations when due. The Administrative Agent will notify the Borrowers of the applicable Fund Group of any Borrower Parties one (1) Business Day prior to making such disbursement made to the Lenders pursuant to the terms hereof; provided that the failure to give such notice shall not affect the validity of the disbursement, and the Administrative Agent shall provide the Lenders with notice thereof. Any such disbursement made by the Administrative Agent to the Lenders shall be deemed to be a Reference Base Rate Loan pursuant to Section 2.3 2.02 in the amount so paid, and the Borrowers of the applicable Fund Group Borrower Parties shall be deemed to have given to the Administrative Agent in accordance with the terms and conditions of Section 2.32.02, a Request for Borrowing Loan Notice with respect thereto; and such disbursements shall be made without regard to the minimum and multiple amounts specified in Section 2.42.03. The Administrative Agent may conclusively rely on the Lenders as to the amount of any such Obligations due to the Lenders, absent manifest error.

Qualified Borrowers. In consideration of the Lenders’ agreement (a) The Borrower may, at any time or from time to advance funds time, request that one or more Qualified Borrowers be added to a Qualified Borrower that has joined the Credit Facility in accordance with Section 6.3 and to accept the Qualified Borrower Guaranties in support thereof, the Borrowers hereby authorize, empower, and direct the Administrative Agent, for the benefit of the Secured Parties, within the limits of the Available Commitment of the applicable Fund Group, to disburse directly to the Lenders, with notice to the Borrowers of the related Fund Group, in immediately available funds, an amount equal to the amount due and owing under any Qualified Borrower Promissory Note or any Qualified Borrower Guaranty, together with all interest, costs and expenses and fees due to the Lenders pursuant thereto, as a Borrowing hereunder, in the event this Agreement by notifying the Administrative Agent shall have not received payment thereof in substantially the form of such Obligations when due. The Administrative Agent will notify Exhibit O hereto (including the Borrowers jurisdiction of the applicable Fund Group of any disbursement made to the Lenders pursuant to the terms hereof; provided that the failure to give such notice shall not affect the validity of the disbursementformation thereof), and the Administrative Agent shall provide promptly notify each Lender. Borrower shall, or shall cause such Qualified Borrower to, deliver all documents required to be delivered pursuant to Sections 6.1 and 6.2(d) with respect to a proposed Qualified Borrower, including, without limitation, copies of all Organizational Documents, good standing certificates (if applicable), and resolutions, each of which shall be in form and substance reasonably satisfactory to the Lenders Administrative Agent. Following the giving of any request pursuant to this Section 2.10, if the request for such Qualified Borrower obligates the Administrative Agent or any Lender to comply with notice thereof. Any “know your customer” or similar identification procedures in circumstances where the necessary information is not already available to it, the Borrower shall, promptly upon the request of the Administrative Agent or any Lender, supply such disbursement made documentation and other evidence as is reasonably requested by the Administrative Agent or any Lender in order for the Administrative Agent or such Lender to carry out and be satisfied it has complied with the results of all necessary “know your customer” or other similar checks under all applicable laws and regulations. Upon delivery of the documentation and information required above to the reasonable satisfaction of the Administrative Agent, the proposed Qualified Borrower shall become a Qualified Borrower under this Agreement and the Administrative Agent shall give written notice thereof to the Borrower and the Lenders (a “New Foreign Qualified Borrower Notice”). If the jurisdiction of organization of any proposed Qualified Borrower would require the Administrative Agent, the Swingline Lender(s) or any Lender to comply with any Requirements of Law (including, without limitation any provisions relating to tax treaty status with respect to loans to Foreign Qualified Borrowers organized in the United Kingdom or anti-social forces representations and covenants with respect to Foreign Qualified Borrowers organized in Japan) then the Borrower and the Administrative Agent may, without the consent of any other Lenders, effect such amendments to this Agreement as may be necessary or appropriate, in the reasonable opinion of the Administrative Agent and the Borrower, to implement the provisions of this Section, a copy of which amendment (a “New Foreign Qualified Borrower Amendment”) shall be deemed made available to be each Lender. Nothing contained in this Section 2.10(a) shall limit the provisions of Section 2.8(i). (b) If the Borrower shall designate as a Reference Rate Loan pursuant Qualified Borrower hereunder any entity not organized under the laws of the United States or any State thereof, any Lender may, with notice to Section 2.3 the Administrative Agent and the Borrower, fulfill its Commitment by causing an Affiliate of such Lender to act as the Bank in respect of such Qualified Borrower (and such Lender shall, to the amount so paidextent of Loans made to, and participations in Letters of Credit issued for the Borrowers account of such Qualified Borrower, be deemed for all purposes hereof to have pro tanto assigned such Loans and participations to such Affiliate in compliance with the applicable Fund Group provisions of Section 14.16 (but only for so long as such Loans or Letters of Credit shall be outstanding) except that unless such an Affiliate is a Eligible Assignee, nothing herein shall be deemed to have given to the Administrative Agent in accordance with the terms and conditions of Section 2.3, a Request for Borrowing with respect thereto; and relieved such disbursements shall be made without regard to the minimum and multiple amounts specified in Section 2.4. The Administrative Agent may conclusively rely on the Lenders as to the amount of any such Obligations due to the Lenders, absent manifest errorLender from its obligations under its Commitments).

Qualified Borrowers. In consideration of the Committed Lenders’ agreement to advance funds to a Qualified Borrower that has joined the Credit Facility in accordance with Section 6.3 and to accept the Qualified Borrower Guaranties in support thereof, the Borrowers hereby authorize, empower, and direct the Administrative Agent, for the benefit of the Secured Parties, within the limits of the Available Commitment of the applicable Fund GroupCommitment, to disburse directly to the Lenders, with notice to the Borrowers of the related Fund GroupBorrowers, in immediately available funds, an amount equal to the amount due and owing under any Qualified Borrower Promissory Note or any Qualified Borrower Guaranty, together with all interest, costs and expenses and fees due to the Lenders pursuant thereto, as a Borrowing hereunder, in the event the Administrative Agent shall have not received payment of such Obligations when due. The Administrative Agent will notify the Borrowers of the applicable Fund Group of any disbursement made to the Lenders pursuant to the terms hereof; provided that the failure to give such notice shall not affect the validity of the disbursement, and the Administrative Agent shall provide the Lenders with notice thereof. Any such disbursement made by the Administrative Agent to the Lenders shall be deemed to be a Reference Rate Loan pursuant to Section 2.3 in the amount so paid, and the Borrowers of the applicable Fund Group shall be deemed to have given to the Administrative Agent in accordance with the terms and conditions of Section 2.3, a Request for Borrowing with respect thereto; and such disbursements shall be made without regard to the minimum and multiple amounts specified in Section 2.4. The Administrative Agent may conclusively rely on the Lenders as to the amount of any such Obligations due to the Lenders, absent manifest error.

Qualified Borrowers. In consideration of the Lenders’ agreement to advance funds to a Qualified Borrower that has joined the Credit Facility in accordance with Section 6.3 6.3, to cause Letters of Credit to be issued for the account of a Qualified Borrower pursuant to Section 2.9, and to accept the Qualified Borrower Guaranties in support thereof, the Borrowers applicable Borrower hereby authorizeauthorizes, empowerempowers, and direct directs the Administrative Agent, for the benefit of the Secured Parties, within the limits of the Available Commitment of the applicable Fund GroupCommitment, to disburse directly to the Lenders, with notice to the Borrowers of the related Fund Groupapplicable Borrower, in immediately available funds, an amount equal to the amount due and owing under any the applicable Qualified Borrower Promissory Note or any the applicable Qualified Borrower Guaranty, together with all interest, costs and expenses and fees due to the Lenders pursuant thereto, as a Borrowing hereunder, in the event the Administrative Agent shall have not received payment of such Obligations when duedue or any Event of Default specified in Sections 10.1(h) or 10.1 (i) shall occur with respect to such Qualified Borrower. The Administrative Agent will notify the Borrowers of the applicable Fund Group of any disbursement made to the Lenders pursuant to the terms hereof; provided that the failure to give such notice shall not affect the validity of the disbursement, and the Administrative Agent shall provide the Lenders with notice thereof. Any such disbursement made by the Administrative Agent to the Lenders shall be deemed to be a Reference Rate Loan pursuant to Section 2.3 in the amount so paid, and the Borrowers of the applicable Fund Group Qualified Borrower shall be deemed to have given to the Administrative Agent in accordance with the terms and conditions of Section 2.3, a Request for Borrowing with respect thereto; and such disbursements shall be made without regard to the minimum and multiple amounts specified in Section 2.4. The Administrative Agent may conclusively rely on the Lenders as to the amount of any such Obligations due to the Lenders, absent manifest error.

Qualified Borrowers. In consideration of the Lenders’ agreement (a) The Borrower may, at any time or from time to advance funds time, request that one or more Qualified Borrowers be added to a Qualified Borrower that has joined the Credit Facility in accordance with Section 6.3 and to accept the Qualified Borrower Guaranties in support thereof, the Borrowers hereby authorize, empower, and direct the Administrative Agent, for the benefit of the Secured Parties, within the limits of the Available Commitment of the applicable Fund Group, to disburse directly to the Lenders, with notice to the Borrowers of the related Fund Group, in immediately available funds, an amount equal to the amount due and owing under any Qualified Borrower Promissory Note or any Qualified Borrower Guaranty, together with all interest, costs and expenses and fees due to the Lenders pursuant thereto, as a Borrowing hereunder, in the event this Agreement by notifying the Administrative Agent shall have not received payment thereof in substantially the form of such Obligations when due. The Administrative Agent will notify Exhibit O hereto (including the Borrowers jurisdiction of the applicable Fund Group of any disbursement made to the Lenders pursuant to the terms hereof; provided that the failure to give such notice shall not affect the validity of the disbursementformation thereof), and the Administrative Agent shall provide promptly notify each Lender. Borrower shall, or shall cause such Qualified Borrower to, deliver all documents required to be delivered pursuant to Sections 6.1 and 6.2(d) with respect to a proposed Qualified Borrower, including, without limitation, copies of all Organizational Documents, good standing certificates (if applicable), and resolutions, each of which shall be in form and substance reasonably satisfactory to the Lenders Administrative Agent. Following the giving of any request pursuant to this Section 2.10, if the request for such Qualified Borrower obligates the Administrative Agent or any Lender to comply with notice thereof. Any “know your customer” or similar identification procedures in circumstances where the necessary information is not already available to it, the Borrower shall, promptly upon the request of the Administrative Agent or any Lender, supply such disbursement made documentation and other evidence as is reasonably requested by the Administrative Agent or any Lender in order for the Administrative Agent or such Lender to carry out and be satisfied it has complied with the results of all necessary “know your customer” or other similar checks under all applicable laws and regulations. Upon delivery of the documentation and information required above to the reasonable satisfaction of the Administrative Agent, the proposed Qualified Borrower shall become a Qualified Borrower under this Agreement and the Administrative Agent shall give written notice thereof to the Borrower and the Lenders (a “New Foreign Qualified Borrower Notice”). If the jurisdiction of organization of any proposed Qualified Borrower would require the Administrative Agent or any Lender to comply with any Requirements of Law (including, without limitation any provisions relating to tax treaty status with respect to loans to Foreign Qualified Borrowers organized in the United Kingdom or anti-social forces representations and covenants with respect to Foreign Qualified Borrowers organized in Japan) then the Borrower and the Administrative Agent may, without the consent of any other Lenders, effect such amendments to this Agreement as may be necessary or appropriate, in the reasonable opinion of the Administrative Agent and the Borrower, to implement the provisions of this Section, a copy of which amendment (a “New Foreign Qualified Borrower Amendment”) shall be deemed made available to be each Lender. Nothing contained in this Section 2.10(a) shall limit the provisions of Section 2.8(i). (b) If the Borrower shall designate as a Reference Rate Loan pursuant Qualified Borrower hereunder any entity not organized under the laws of the United States or any State thereof, any Lender may, with notice to Section 2.3 the Administrative Agent and the Borrower, fulfill its Commitment by causing any domestic or foreign branch or an Affiliate of such Lender to act as the Bank in respect of such Qualified Borrower (and such Lender shall, to the amount so paidextent of Loans made to, and participations in Letters of Credit issued for the Borrowers account of such Qualified Borrower, be deemed for all purposes hereof to have pro tanto assigned such Loans and participations to such branch or Affiliate in compliance with the applicable Fund Group provisions of Section 14.16 (but only for so long as such Loans or Letters of Credit shall be outstanding) except that unless such branch or Affiliate is a Eligible Assignee, nothing herein shall be deemed to have given relieved such Lender from its obligations under its Commitments). Any exercise of such option shall not affect the obligation of a Qualified Borrower to the Administrative Agent in accordance with the terms and conditions of Section 2.3, a Request for Borrowing with respect thereto; and repay any Credit Extension made by such disbursements shall be made without regard to the minimum and multiple amounts specified in Section 2.4. The Administrative Agent may conclusively rely on the Lenders as to the amount of any such Obligations due to the Lenders, absent manifest errorbranch or Affiliate.

Qualified Borrowers. In consideration (a) The Borrower may, at any time or from time to time, upon not less than ten (10) Business Days’ notice in the case of the Lenders’ agreement to advance funds to a domestic Qualified Borrower that has joined the Credit Facility in accordance with Section 6.3 and to accept the Qualified Borrower Guaranties in support thereof, the Borrowers hereby authorize, empower, and direct the Administrative Agent, for the benefit of the Secured Parties, within the limits of the Available Commitment of the applicable Fund Group, to disburse directly to the Lenders, with or fifteen (15) Business Day’s notice to the Borrowers of the related Fund Group, in immediately available funds, an amount equal to the amount due and owing under any Qualified Borrower Promissory Note or any Qualified Borrower Guaranty, together with all interest, costs and expenses and fees due to the Lenders pursuant thereto, as a Borrowing hereunder, in the event case of a foreign Qualified Borrower, designate one or more Qualified Borrowers to be added to this Agreement by notifying the Administrative Agent shall have not received payment of such Obligations when due. The Administrative Agent will notify the Borrowers of the applicable Fund Group of any disbursement made to the Lenders pursuant to the terms hereof; provided that the failure to give such notice shall not affect the validity of the disbursementthereof, and the Administrative Agent shall provide promptly notify each Bank. Borrower shall, or shall cause such Qualified Borrower to, deliver all documents required to be delivered pursuant to Section 3.1 with respect to a Qualified Borrower, each of which shall be in form and substance reasonably satisfactory to the Lenders Administrative Agent. Following the giving of any notice pursuant to this Section 2.21, if the designation of such Qualified Borrower obligates the Administrative Agent or any Bank to comply with notice thereof. Any “know your customer” or similar identification procedures in circumstances where the necessary information is not already available to it, the Borrower shall, promptly upon the request of the Administrative Agent or any Bank, supply such disbursement made documentation and other evidence as is reasonably requested by the Administrative Agent or any Bank in order for the Administrative Agent or such Bank to carry out and be satisfied it has complied with the results of all necessary “know your customer” or other similar checks under all applicable laws and regulations. (b) If the Borrower shall designate as a Qualified Borrower hereunder any entity not organized under the laws of the United States or any State thereof, any Bank may, with notice to the Lenders Administrative Agent and the Borrower, fulfill its Commitment by causing an Affiliate of such Bank to act as the Bank in respect of such Qualified Borrower (and such Bank shall, to the extent of Loans made to, and participations in Letters of Credit issued for the account of such Qualified Borrower, be deemed for all purposes hereof to have pro tanto assigned such Loans and participations to such Affiliate in compliance with the provisions of Section 9.6 (but only for so loan as such Loans or Letters of Credit shall be deemed to be outstanding) except that unless such an Affiliate is a Reference Rate Loan pursuant to Section 2.3 in the amount so paidQualified Institution, and the Borrowers of the applicable Fund Group nothing herein shall be deemed to have given to the Administrative Agent in accordance with the terms and conditions of Section 2.3, a Request for Borrowing with respect thereto; and relieved such disbursements shall be made without regard to the minimum and multiple amounts specified in Section 2.4. The Administrative Agent may conclusively rely on the Lenders as to the amount of any such Obligations due to the Lenders, absent manifest errorBank from its obligations under its Commitments).

Qualified Borrowers. In consideration of the Lenders’ agreement to advance funds to a Qualified Borrower that has joined the Credit Facility in accordance with Section 6.3 and to accept the Qualified Borrower Guaranties in support thereof, the Borrowers hereby authorize, empower, and direct the Administrative AgentBank, for the benefit of the Secured Parties, within the limits of the Available Commitment of the applicable Fund GroupCommitment, to disburse directly to the Lenders, with notice to the Borrowers of the related Fund GroupBorrowers, in immediately available funds, an amount equal to the amount due and owing under any Qualified Borrower Promissory Note or any Qualified Borrower Guaranty, together with all interest, costs and expenses and fees due to the Lenders pursuant thereto, as a Borrowing hereunder, in the event the Administrative Agent Bank shall have not received payment of such Obligations when due. The Administrative Agent Bank will notify the Borrowers of the applicable Fund Group of any disbursement made to the Lenders pursuant to the terms hereof; provided that the failure to give such notice shall not affect the validity of the disbursement, and the Administrative Agent Bank shall provide the Lenders with notice thereof. Any such disbursement made by the Administrative Agent Bank to the Lenders shall be deemed to be a Reference Rate Loan pursuant to Section 2.3 in the amount so paid, and the Borrowers of the applicable Fund Group shall be deemed to have given to the Administrative Agent Bank in accordance with the terms and conditions of Section 2.3, a Request for Borrowing with respect thereto; and such disbursements shall be made without regard to the minimum and multiple amounts specified in Section 2.4. The Administrative Agent Bank may conclusively rely on the Lenders as to the amount of any such Obligations due to the Lenders, absent manifest error.

Qualified Borrowers. In consideration of the Lenders’ agreement to advance funds to a Qualified Borrower that has joined the Credit Facility in accordance with Section 6.3 6.3, to cause Letters of Credit to be issued for the account of a Qualified Borrower pursuant to Section 2.8, and to accept the Qualified Borrower Guaranties in support thereof, the Borrowers hereby authorize, empower, and direct the Administrative Agent, for the benefit of the Secured Parties, within the limits of the 703041399 12410180 42 Available Commitment of the applicable Fund GroupCommitment, to disburse directly to the Lenders, with notice to the Borrowers of the related Fund GroupBorrowers, in immediately available funds, an amount equal to the amount due and owing under any Qualified Borrower Promissory Note or any Qualified Borrower Guaranty, together with all interest, costs and expenses and fees due to the Lenders pursuant thereto, as a Borrowing hereunder, in the event the Administrative Agent shall have not received payment of such Obligations when due. The Administrative Agent will notify the Borrowers of the applicable Fund Group of any disbursement made to the Lenders pursuant to the terms hereof; provided that the failure to give such notice shall not affect the validity of the disbursement, and the Administrative Agent shall provide the Lenders with notice thereof. Any such disbursement made by the Administrative Agent to the Lenders shall be deemed to be a Reference Rate Loan pursuant to Section 2.3 in the amount so paid, and the Borrowers of the applicable Fund Group shall be deemed to have given to the Administrative Agent in accordance with the terms and conditions of Section 2.3, a Request for Borrowing with respect thereto; and such disbursements shall be made without regard to the minimum and multiple amounts specified in Section 2.4. The Administrative Agent may conclusively rely on the Lenders as to the amount of any such Obligations due to the Lenders, absent manifest error.

Qualified Borrowers. In consideration of the Lenders’ agreement to advance funds to a Qualified Borrower that has joined the Credit Facility in accordance with Section 6.3 6.3, to cause Letters of Credit to be issued for the account of a Qualified Borrower pursuant to Section 2.13, and to accept the Qualified Borrower Guaranties in support thereof, the Borrowers hereby authorize, empower, and direct the Administrative Agent, for the benefit of the Secured Parties, within the limits of the Available Commitment of the applicable Fund GroupCommitment, to disburse directly to the Lenders, with notice to the Borrowers of the related Fund GroupBorrowers, in immediately available fundsSame Day Funds, an amount equal to the amount due and owing under any Qualified Borrower Promissory Note or any Qualified Borrower Guaranty, together with all interest, costs and expenses and fees due to the Lenders pursuant thereto, as a Borrowing hereunder, in the event the Administrative Agent shall have not received payment of such Facility Obligations when due. The Administrative Agent will notify the Borrowers of the applicable Fund Group of any disbursement made to the Lenders pursuant to the terms hereof; provided that the failure to give such notice shall not affect the validity of the disbursement, and the Administrative Agent shall provide the Lenders with notice thereof. Any such disbursement made by the Administrative Agent to the Lenders shall be deemed to be a Reference Rate Loan pursuant to Section 2.3 in the amount so paid, and the Borrowers of the applicable Fund Group shall be deemed to have given to the Administrative Agent in accordance with the terms and conditions of Section 2.3, a Request for Borrowing with respect thereto; and such disbursements shall be made without regard to the minimum and multiple amounts specified in Section 2.4. The Administrative Agent may conclusively rely on the Lenders as to the amount of any such Facility Obligations due to the Lenders, absent manifest error.

Qualified Borrowers. In consideration (a) The Borrower may, at any time or from time to time, upon not less than ten (10) Business Days’ notice in the case of the Lenders’ agreement to advance funds to a domestic Qualified Borrower that has joined the Credit Facility in accordance with Section 6.3 and to accept the Qualified Borrower Guaranties in support thereof, the Borrowers hereby authorize, empower, and direct the Administrative Agent, for the benefit of the Secured Parties, within the limits of the Available Commitment of the applicable Fund Group, to disburse directly to the Lenders, with or fifteen (15) Business Day’s notice to the Borrowers of the related Fund Group, in immediately available funds, an amount equal to the amount due and owing under any Qualified Borrower Promissory Note or any Qualified Borrower Guaranty, together with all interest, costs and expenses and fees due to the Lenders pursuant thereto, as a Borrowing hereunder, in the event case of a foreign Qualified Borrower, designate one or more Qualified Borrowers to be added to this Agreement by notifying the Administrative Agent shall have not received payment of such Obligations when due. The Administrative Agent will notify the Borrowers of the applicable Fund Group of any disbursement made to the Lenders pursuant to the terms hereof; provided that the failure to give such notice shall not affect the validity of the disbursementthereof, and the Administrative Agent shall provide promptly notify each Bank. Borrower shall, or shall cause such Qualified Borrower to, deliver all documents required to be delivered pursuant to Section 3.1 with respect to a Qualified Borrower, each of which shall be in form and substance reasonably satisfactory to the Lenders Administrative Agent. Following the giving of any notice pursuant to this Section 2.21, if the designation of such Qualified Borrower obligates the Administrative Agent or any Bank to comply with notice thereof. Any “know your customer” or similar identification procedures in circumstances where the necessary information is not already available to it, the Borrower shall, promptly upon the request of the Administrative Agent or any Bank, supply such disbursement made documentation and other evidence as is reasonably requested by the Administrative Agent or any Bank in order for the Administrative Agent or such Bank to carry out and be satisfied it has complied with the results of all necessary “know your customer” or other similar checks under all applicable laws and regulations. (b) If the Borrower shall designate as a Qualified Borrower hereunder any entity not organized under the laws of the United States or any State thereof, any Bank may, with notice to the Lenders Administrative Agent and the Borrower, fulfill its Commitment by causing an Affiliate of such Bank to act as the Bank in respect of such Qualified Borrower (and such Bank shall, to the extent of Loans made to, and participations in Letters of Credit issued for the account of, such Qualified Borrower be deemed for all purposes hereof to have pro tanto assigned such Loans and participations to such Affiliate in compliance with the provisions of Section 9.6 (but only for so long as such Loans or Letters of Credit shall be deemed to be outstanding) except that unless such an Affiliate is a Reference Rate Loan pursuant to Section 2.3 in the amount so paidQualified Institution, and the Borrowers of the applicable Fund Group nothing herein shall be deemed to have given to the Administrative Agent in accordance with the terms and conditions of Section 2.3, a Request for Borrowing with respect thereto; and relieved such disbursements shall be made without regard to the minimum and multiple amounts specified in Section 2.4. The Administrative Agent may conclusively rely on the Lenders as to the amount of any such Obligations due to the Lenders, absent manifest errorBank from its obligations under its Commitments).

Qualified Borrowers. In consideration of the Lenders’ agreement to advance funds to a Qualified Borrower that has joined the Credit Facility in accordance with Section 6.3 6.3, and to accept the Qualified Borrower Guaranties in support thereof, the Borrowers applicable Borrower hereby authorizeauthorizes, empowerempowers, and direct directs the Administrative Agent, for the benefit of the Secured Parties, within the limits of the Available Commitment of the applicable Fund GroupCommitment, to disburse directly to the Lenders, with notice to the Borrowers of the related Fund Groupapplicable Borrower, in immediately available funds, an amount equal to the amount due and owing under any the applicable Qualified Borrower Promissory Note or any the applicable Qualified Borrower Guaranty, together with all interest, costs and expenses and fees due to the Lenders pursuant thereto, as a Borrowing hereunder, in the event the Administrative Agent shall have not received payment of such Obligations when duedue or any Event of Default specified in Sections 10.1(h) or 10.1 (i) shall occur with respect to such Qualified Borrower. The Administrative Agent will notify the Borrowers of the applicable Fund Group of any disbursement made to the Lenders pursuant to the terms hereof; provided that the failure to give such notice shall not affect the validity of the disbursement, and the Administrative Agent shall provide the Lenders with notice thereof. Any such disbursement made by the Administrative Agent to the Lenders shall be deemed to be a Reference Rate Loan pursuant to Section 2.3 in the amount so paid, and the Borrowers of the applicable Fund Group Qualified Borrower shall be deemed to have given to the Administrative Agent in accordance with the terms and conditions of Section 2.3, a Request for Borrowing with respect thereto; and such disbursements shall be made without regard to the minimum and multiple amounts specified in Section 2.4. The Administrative Agent may conclusively rely on the Lenders as to the amount of any such Obligations due to the Lenders, absent manifest error.

Qualified Borrowers. In consideration of the Lenders’ agreement to advance funds to a Qualified Borrower that has joined the Credit Facility in accordance with Section 6.3 6.3, to cause Letters of Credit to be issued for the account of a Qualified Borrower pursuant to Section 2.9, and to accept the Qualified Borrower Guaranties in support thereof, the Borrowers hereby authorize, empower, and direct the Administrative Agent, for the benefit of the Secured Parties, within the limits of the Available Commitment of the applicable Fund GroupCommitment, to disburse directly to the Lenders, with notice to the Borrowers of the related Fund GroupBorrowers, in immediately available funds, an amount equal to the amount due and owing under any Qualified Borrower Promissory Note or any Qualified Borrower Guaranty, together with all interest, costs and expenses and fees due to the Lenders pursuant thereto, as a Borrowing hereunder, in the event the Administrative Agent shall have not received payment of such Obligations when duedue or any Event of Default specified in Sections 10.1(h) or 10.1(i) shall occur with respect to such Borrower. The Administrative Agent will notify the Borrowers of the applicable Fund Group of any disbursement made to the Lenders pursuant to the terms hereof; provided that the failure to give such notice shall not affect the validity of the disbursement, and the Administrative Agent shall provide the Lenders with notice thereof. Any such disbursement made by the Administrative Agent to the Lenders shall be deemed to be a Reference Rate Loan pursuant to Section 2.3 in the amount so paid, and the Borrowers of the applicable Fund Group shall be deemed to have given to the Administrative Agent in accordance with the terms and conditions of Section 2.3, a Request for Borrowing with respect thereto; and such disbursements shall be made without regard to the minimum and multiple amounts specified in Section 2.4. The Administrative Agent may conclusively rely on the Lenders as to the amount of any such Obligations due to the Lenders, absent manifest error.

Qualified Borrowers. In consideration (a) The Borrower may, at any time or from time to time so long as no Event of the Lenders’ agreement to advance funds to a Qualified Borrower that Default has joined the Credit Facility in accordance with Section 6.3 then occurred and to accept the Qualified Borrower Guaranties in support thereof, the Borrowers hereby authorize, empower, is continuing and direct the Administrative Agent, for the benefit of the Secured Parties, within the limits of the Available Commitment of the applicable Fund Group, to disburse directly to the Lenders, with notice to the Borrowers of the related Fund Group, in immediately available funds, an amount equal to the amount due and owing under any Qualified Borrower Promissory Note or any Qualified Borrower Guaranty, together with all interest, costs and expenses and fees due to the Lenders pursuant thereto, as a Borrowing hereunder, in the event the Administrative Agent shall have not received payment of such Obligations when due. The Administrative Agent will notify the Borrowers of the applicable Fund Group of any disbursement made to the Lenders pursuant subject to the terms hereof; provided that , upon not less than ten (10) Business Days’ notice in the failure case of a domestic Qualified Borrower or fifteen (15) Business Days’ notice in the case of a foreign Qualified Borrower (each a “Qualified Borrower Notice”), designate one or more Qualified Borrowers to give such notice shall not affect be added to this Agreement by notifying the validity of the disbursementAdministrative Agent thereof, and the Administrative Agent shall provide promptly notify each Bank. The Borrower shall, or shall cause such Qualified Borrower to, deliver all documents required to be delivered pursuant to Section 3.1 with respect to a Qualified Borrower, each of which shall be in form and substance reasonably satisfactory to the Lenders Administrative Agent. In addition, concurrently with notice thereofthe delivery of the initial Qualified Borrower Notice (if any), the Borrower shall execute and deliver the Qualified Borrower Guaranty. Any Following the giving of any Qualified Borrower Notice pursuant to this Section 2.21, if the designation of such disbursement made Qualified Borrower obligates the Administrative Agent or any Bank to comply with “know your customer” or similar identification procedures, including, without limitation, the Patriot Act and the Beneficial Ownership Regulation, the Borrower shall, promptly upon the request of the Administrative Agent or any Bank, supply such documentation and other evidence as is reasonably requested by the Administrative Agent or any Bank in order for the Administrative Agent or such Bank to carry out and be satisfied it has complied with the results of all necessary “know your customer” or other similar checks under all applicable Laws, including, without limitation, the Patriot Act and the Beneficial Ownership Regulation. (b) If the Borrower shall designate as a Qualified Borrower hereunder any entity not organized under the laws of the United States or any State thereof, any Bank may, with notice to the Lenders Administrative Agent and the Borrower, fulfill its Commitment by causing an affiliate of such Bank to act as the Bank in respect of such Qualified Borrower (and such Bank shall, to the extent of Loans made to, and participations in Letters of Credit issued for the account of, such Qualified Borrower be deemed for all purposes hereof to have pro tanto assigned such Loans and participations to such affiliate in compliance with the provisions of Section 9.6 (but only for so long as such Loans or Letters of Credit shall be deemed to be outstanding) except that unless such an affiliate is a Reference Rate Loan pursuant to Section 2.3 in the amount so paidQualified Institution, and the Borrowers of the applicable Fund Group nothing herein shall be deemed to have given relieved such Bank from its obligations under its Commitments). (c) As soon as practicable, and in any event not later than ten (10) Business Days after the Borrower’s delivery of a Qualified Borrower Notice designating as a Qualified Borrower any Person not organized under the laws of the United States or any State thereof, or under the laws of the United Kingdom, Germany, Luxembourg, Switzerland or the Netherlands or any political sub-division of any thereof, each Bank that has determined that it is not willing or legally permitted to lend to, establish credit for the account of and/or do business with such Qualified Borrower directly or through an assignment to an Affiliate of such Bank pursuant to Section 2.21(b) (an “Affected Bank”) shall so notify the Borrower and the Administrative Agent in writing. Notwithstanding anything to the contrary contained herein, no Affected Bank that has so notified the Borrower and the Administrative Agent shall be obligated to make a Loan to, or participate in Letters of Credit issued for the account of, such Qualified Borrower. The obligations of each Affected Bank in respect of any Loan to be made to, or participation in any Letter of Credit to be issued for the account of, such Qualified Borrower utilizing Dollar Commitments, shall be reallocated among the Banks with Dollar Commitments that are not Affected Banks with respect to such Qualified Borrower in accordance with their respective Pro Rata Shares, but only to the terms and conditions extent the sum of Section 2.3, a Request for Borrowing the aggregate principal amount of Committed Loans made by all Banks that are not Affected Banks with respect thereto; to such Qualified Borrower plus the obligations of all Banks with Dollar Commitments that are Affected Banks to make Loans to, and participate in Letters of Credit issued for the account of, such disbursements Qualified Borrower that would exist but for the second sentence of this Section 2.21(c), does not exceed the outstanding Dollar Commitments of all Banks that are not Affected Banks with respect to such Qualified Borrower (it being understood that under no circumstance shall any Bank at any time be liable by virtue of such reallocation for any amounts in excess of its Commitment). The obligations of each Affected Bank in respect of any Loan to be made to, or participation in any Letter of Credit to be issued for the account of, such Qualified Borrower utilizing Alternative Currency Commitments, shall be made without regard reallocated among the Banks with Alternative Currency Commitments that are not Affected Banks with respect to such Qualified Borrower in accordance with their respective Pro Rata Shares, but only to the minimum and multiple amounts specified in Section 2.4. The Administrative Agent may conclusively rely on extent the Lenders as to sum of the aggregate principal amount of Committed Loans denominated in Alternative Currencies of all Banks that are not Affected Banks with respect to such Qualified Borrower plus the obligations of all Banks with Alternative Currency Commitments that are Affected Banks to make Loans to, and participate in Letters of Credit issued for the account of, such Qualified Borrower that would exist but for the second sentence of this Section 2.21(c), does not exceed the outstanding Alternative Currency Commitments of all Banks that are not Affected Banks with respect to such Qualified Borrower (it being understood that under no circumstance shall any Bank at any time be liable by virtue of such Obligations due to the Lenders, absent manifest errorreallocation for any amounts in excess of its Alternative Currency Commitment).

Qualified Borrowers. In consideration of the Lenders’ agreement (a) The Borrower may, at any time or from time to advance funds time, request that one or more Qualified Borrowers be added to a Qualified Borrower that has joined the Credit Facility in accordance with Section 6.3 and to accept the Qualified Borrower Guaranties in support thereof, the Borrowers hereby authorize, empower, and direct the Administrative Agent, for the benefit of the Secured Parties, within the limits of the Available Commitment of the applicable Fund Group, to disburse directly to the Lenders, with notice to the Borrowers of the related Fund Group, in immediately available funds, an amount equal to the amount due and owing under any Qualified Borrower Promissory Note or any Qualified Borrower Guaranty, together with all interest, costs and expenses and fees due to the Lenders pursuant thereto, as a Borrowing hereunder, in the event this Agreement by notifying the Administrative Agent shall have not received payment thereof in substantially the form of such Obligations when due. The Administrative Agent will notify Exhibit O hereto (including the Borrowers jurisdiction of the applicable Fund Group of any disbursement made to the Lenders pursuant to the terms hereof; provided that the failure to give such notice shall not affect the validity of the disbursementformation thereof), and the Administrative Agent shall provide promptly notify each Lender. Borrower shall, or shall cause such Qualified Borrower to, deliver all documents required to be delivered pursuant to Sections 6.1 and 6.2(d) with respect to a proposed Qualified Borrower, including, without limitation, copies of all Organizational Documents, good standing certificates (if applicable), and resolutions, each of which shall be in form and substance reasonably satisfactory to the Lenders Administrative Agent. Following the giving of any request pursuant to this Section 2.10, if the request for such Qualified Borrower obligates the Administrative Agent or any Lender to comply with notice thereof. Any “know your customer” or similar identification procedures in circumstances where the necessary information is not already available to it, the Borrower shall, promptly upon the request of the Administrative Agent or any Lender, supply such disbursement made documentation and other evidence as is reasonably requested by the Administrative Agent or any Lender in order for the Administrative Agent or such Lender to carry out and be satisfied it has complied with the results of all necessary “know your customer” or other similar checks under all applicable laws and regulations. Upon delivery of the documentation and information required above to the reasonable satisfaction of the Administrative Agent, the proposed Qualified Borrower shall become a Qualified Borrower under this Agreement and the Administrative Agent shall give written notice thereof to the Borrower and the Lenders (a “New Foreign Qualified Borrower Notice”). If the jurisdiction of organization of any proposed Qualified Borrower would require the Administrative Agent, or any Lender to comply with any Requirements of Law (including, without limitation any provisions relating to tax treaty status with respect to loans to Foreign Qualified Borrowers organized in the United Kingdom or anti-social forces representations and covenants with respect to Foreign Qualified Borrowers organized in Japan) then the Borrower and the Administrative Agent may, without the consent of any other Lenders, effect such amendments to this Agreement as may be necessary or appropriate, in the reasonable opinion of the Administrative Agent and the Borrower, to implement the provisions of this Section, a copy of which amendment (a “New Foreign Qualified Borrower Amendment”) shall be deemed made available to be each Lender. Nothing contained in this Section 2.10(a) shall limit the provisions of Section 2.8(i). (b) If the Borrower shall designate as a Reference Rate Loan pursuant Qualified Borrower hereunder any entity not organized under the laws of the United States or any State thereof, any Lender may, with notice to Section 2.3 the Administrative Agent and the Borrower, fulfill its Commitment by causing any domestic or foreign branch or Affiliate of such Lender to act as the Bank in respect of such Qualified Borrower (and such Lender shall, to the amount so paidextent of Loans made to, and participations in Letters of Credit issued for the Borrowers account of such Qualified Borrower, be deemed for all purposes hereof to have pro tanto assigned such Loans and participations to such branch or Affiliate in compliance with the applicable Fund Group provisions of Section 14.16 (but only for so long as such Loans or Letters of Credit shall be outstanding) except that unless such branch or Affiliate is a Eligible Assignee, nothing herein shall be deemed to have given relieved such Lender from its obligations under its Commitments). Any exercise of such option shall not affect the obligation of a Qualified Borrower to the Administrative Agent in accordance with the terms and conditions of Section 2.3, a Request for Borrowing with respect thereto; and repay any Credit Extension made by such disbursements shall be made without regard to the minimum and multiple amounts specified in Section 2.4. The Administrative Agent may conclusively rely on the Lenders as to the amount of any such Obligations due to the Lenders, absent manifest errorbranch or Affiliate.

Qualified Borrowers. In consideration (a) The Borrower may, at any time or from time to time so long as no Event of the Lenders’ agreement to advance funds to a Qualified Borrower that Default has joined the Credit Facility in accordance with Section 6.3 then occurred and to accept the Qualified Borrower Guaranties in support thereof, the Borrowers hereby authorize, empower, is continuing and direct the Administrative Agent, for the benefit of the Secured Parties, within the limits of the Available Commitment of the applicable Fund Group, to disburse directly to the Lenders, with notice to the Borrowers of the related Fund Group, in immediately available funds, an amount equal to the amount due and owing under any Qualified Borrower Promissory Note or any Qualified Borrower Guaranty, together with all interest, costs and expenses and fees due to the Lenders pursuant thereto, as a Borrowing hereunder, in the event the Administrative Agent shall have not received payment of such Obligations when due. The Administrative Agent will notify the Borrowers of the applicable Fund Group of any disbursement made to the Lenders pursuant subject to the terms hereof; provided that , upon not less than ten (10) Business Days’ notice in the failure case of a domestic Qualified Borrower or fifteen (15) Business Days’ notice in the case of a foreign Qualified Borrower (each a “Qualified Borrower Notice”), designate one or more Qualified Borrowers to give such notice shall not affect be added to this Agreement by notifying the validity of the disbursementAdministrative Agent thereof, and the Administrative Agent shall provide promptly notify each Bank. The Borrower shall, or shall cause such Qualified Borrower to, deliver all documents required to be delivered pursuant to Section 3.1 with respect to a Qualified Borrower, each of which shall be in form and substance reasonably satisfactory to the Lenders Administrative Agent. In addition, concurrently with notice thereofthe delivery of the initial Qualified Borrower Notice (if any), the Borrower shall execute and deliver the Qualified Borrower Guaranty. Any Following the giving of any Qualified Borrower Notice pursuant to this Section 2.21, if the designation of such disbursement made Qualified Borrower obligates the Administrative Agent or any Bank to comply with “know your customer” or similar identification procedures in circumstances where the necessary information is not already available to it, the Borrower shall, promptly upon the request of the Administrative Agent or any Bank, supply such documentation and other evidence as is reasonably requested by the Administrative Agent or any Bank in order for the Administrative Agent or such Bank to carry out and be satisfied it has complied with the results of all necessary “know your customer” or other similar checks under all applicable laws and regulations. (b) If the Borrower shall designate as a Qualified Borrower hereunder any entity not organized under the laws of the United States or any State thereof, any Bank may, with notice to the Lenders Administrative Agent and the Borrower, fulfill its Commitment by causing an affiliate of such Bank to act as the Bank in respect of such Qualified Borrower (and such Bank shall, to the extent of Loans made to, and participations in Letters of Credit issued for the account of, such Qualified Borrower be deemed for all purposes hereof to have pro tanto assigned such Loans and participations to such affiliate in compliance with the provisions of Section 9.6 (but only for so long as such Loans or Letters of Credit shall be deemed to be outstanding) except that unless such an affiliate is a Reference Rate Loan pursuant to Section 2.3 in the amount so paidQualified Institution, and the Borrowers of the applicable Fund Group nothing herein shall be deemed to have given relieved such Bank from its obligations under its Commitments). (c) As soon as practicable, and in any event not later than ten (10) Business Days after the Borrower’s delivery of a Qualified Borrower Notice designating as a Qualified Borrower any Person not organized under the laws of the United States or any State thereof, or under the laws of the United Kingdom, Germany, Luxembourg, Switzerland or the Netherlands or any political sub-division of any thereof, each Bank that has determined that it is not willing or legally permitted to lend to, establish credit for the account of and/or do business with such Qualified Borrower directly or through an assignment to an Affiliate of such Bank pursuant to Section 2.21(b) (an “Affected Bank”) shall so notify the Borrower and the Administrative Agent in writing. Notwithstanding anything to the contrary contained herein, no Affected Bank that has so notified the Borrower and the Administrative Agent shall be obligated to make a Loan to, or participate in Letters of Credit issued for the account of, such Qualified Borrower. The obligations of each Affected Bank in respect of any Loan to be made to, or participation in any Letter of Credit to be issued for the account of, such Qualified Borrower utilizing Dollar Commitments, shall be reallocated among the Banks with Dollar Commitments that are not Affected Banks with respect to such Qualified Borrower in accordance with their respective Pro Rata Shares, but only to the terms and conditions extent the sum of Section 2.3, a Request for Borrowing the aggregate principal amount of Committed Loans made by all Banks that are not Affected Banks with respect thereto; to such Qualified Borrower plus the obligations of all Banks with Dollar Commitments that are Affected Banks to make Loans to, and participate in Letters of Credit issued for the account of, such disbursements Qualified Borrower that would exist but for the second sentence of this Section 2.21(c), does not exceed the outstanding Dollar Commitments of all Banks that are not Affected Banks with respect to such Qualified Borrower (it being understood that under no circumstance shall any Bank at any time be liable by virtue of such reallocation for any amounts in excess of its Commitment). The obligations of each Affected Bank in respect of any Loan to be made to, or participation in any Letter of Credit to be issued for the account of, such Qualified Borrower utilizing Alternate Currency Commitments, shall be made without regard reallocated among the Banks with Alternate Currency Commitments that are not Affected Banks with respect to such Qualified Borrower in accordance with their respective Pro Rata Shares, but only to the minimum and multiple amounts specified in Section 2.4. The Administrative Agent may conclusively rely on extent the Lenders as to sum of the aggregate principal amount of Committed Loans denominated in Alternate Currencies of all Banks that are not Affected Banks with respect to such Qualified Borrower plus the obligations of all Banks with Alternate Currency Commitments that are Affected Banks to make Loans to, and participate in Letters of Credit issued for the account of, such Qualified Borrower that would exist but for the second sentence of this Section 2.21(c), does not exceed the outstanding Alternate Currency Commitments of all Banks that are not Affected Banks with respect to such Qualified Borrower (it being understood that under no circumstance shall any Bank at any time be liable by virtue of such Obligations due to the Lenders, absent manifest errorreallocation for any amounts in excess of its Alternate Currency Commitment).

Qualified Borrowers. In consideration of the Lenders’ agreement to advance funds to a Qualified Borrower that has joined the Credit Facility in accordance with Section 6.3 6.3, to cause Letters of Credit to be issued for the account of a Qualified Borrower pursuant to Section 2.9, and to accept the Qualified Borrower Guaranties in support thereof, the Borrowers applicable Fund hereby authorizeauthorizes, empowerempowers, and direct directs the Administrative Agent, for the benefit of the Secured Parties, within the limits of the Available Commitment of the applicable Fund GroupCommitment, to disburse directly to the Lenders, with notice to the Borrowers of the related Fund Groupapplicable Fund, in immediately available funds, an amount equal to the amount due and owing under any the applicable Qualified Borrower Promissory Note or any the applicable Qualified Borrower Guaranty, together with all interest, costs and expenses and fees due to the Lenders pursuant thereto, as a Borrowing hereunderhereunder by the applicable Fund, in the event the Administrative Agent shall have not received payment of such Obligations when due. The Administrative Agent will notify the Borrowers of the applicable Fund Group of any disbursement made to the Lenders pursuant to the terms hereof; provided that that, the failure to give such notice shall not affect the validity of the disbursement, and the Administrative Agent shall provide the Lenders with notice thereof. Any such disbursement made by the Administrative Agent to the Lenders shall be deemed to be a Reference Rate Loan pursuant to Section 2.3 in the amount so paid, and the Borrowers of the applicable Fund Group shall be deemed to have given to the Administrative Agent in accordance with the terms and conditions of Section 2.3, a Request for Borrowing with respect thereto; and such disbursements shall be made without regard to the minimum and multiple amounts specified in Section 2.4. The Administrative Agent may conclusively rely on the Lenders as to the amount of any such Obligations due to the Lenders, absent manifest error.

Qualified Borrowers. In consideration (a) The Borrower may, at any time or from time to time so long as no Event of the Lenders’ agreement to advance funds to a Qualified Borrower that Default has joined the Credit Facility in accordance with Section 6.3 then occurred and to accept the Qualified Borrower Guaranties in support thereof, the Borrowers hereby authorize, empower, is continuing and direct the Administrative Agent, for the benefit of the Secured Parties, within the limits of the Available Commitment of the applicable Fund Group, to disburse directly to the Lenders, with notice to the Borrowers of the related Fund Group, in immediately available funds, an amount equal to the amount due and owing under any Qualified Borrower Promissory Note or any Qualified Borrower Guaranty, together with all interest, costs and expenses and fees due to the Lenders pursuant thereto, as a Borrowing hereunder, in the event the Administrative Agent shall have not received payment of such Obligations when due. The Administrative Agent will notify the Borrowers of the applicable Fund Group of any disbursement made to the Lenders pursuant subject to the terms hereof; provided that , upon not less than ten (10) Business Days’ notice in the failure case of a domestic Qualified Borrower or fifteen (15) Business Days’ notice in the case of a foreign Qualified Borrower (each a “Qualified Borrower Notice”), designate one or more Qualified Borrowers to give such notice shall not affect be added to this Agreement by notifying the validity of the disbursementAdministrative Agent thereof, and the Administrative Agent shall provide promptly notify each Bank. The Borrower shall, or shall cause such Qualified Borrower to, deliver all documents required to be delivered pursuant to Section 3.1 with respect to a Qualified Borrower, each of which shall be in form and substance reasonably satisfactory to the Lenders Administrative Agent. In addition, concurrently with notice thereofthe delivery of the initial Qualified Borrower Notice (if any), the Borrower shall execute and deliver the Qualified Borrower Guaranty. Any Following the giving of any Qualified Borrower Notice pursuant to this Section 2.21, if the designation of such disbursement made Qualified Borrower obligates the Administrative Agent or any Bank to comply with “know your customer” or similar identification procedures, including, without limitation, the Patriot Act and the Beneficial Ownership Regulation, the Borrower shall, promptly upon the request of the Administrative Agent or any Bank, supply such documentation and other evidence as is reasonably requested by the Administrative Agent or any Bank in order for the Administrative Agent or such Bank to carry out and be satisfied it has complied with the results of all necessary “know your customer” or other similar checks under all applicable laws and regulations, including, without limitation, the Patriot Act and the Beneficial Ownership Regulation. (b) If the Borrower shall designate as a Qualified Borrower hereunder any entity not organized under the laws of the United States or any State thereof, any Bank may, with notice to the Lenders Administrative Agent and the Borrower, fulfill its Commitment by causing an affiliate of such Bank to act as the Bank in respect of such Qualified Borrower (and such Bank shall, to the extent of Loans made to, and participations in Letters of Credit issued for the account of, such Qualified Borrower be deemed for all purposes hereof to have pro tanto assigned such Loans and participations to such affiliate in compliance with the provisions of Section 9.6 (but only for so long as such Loans or Letters of Credit shall be deemed to be outstanding) except that unless such an affiliate is a Reference Rate Loan pursuant to Section 2.3 in the amount so paidQualified Institution, and the Borrowers of the applicable Fund Group nothing herein shall be deemed to have given relieved such Bank from its obligations under its Commitments). (c) As soon as practicable, and in any event not later than ten (10) Business Days after the Borrower’s delivery of a Qualified Borrower Notice designating as a Qualified Borrower any Person not organized under the laws of the United States or any State thereof, or under the laws of the United Kingdom, Germany, Luxembourg, Switzerland or the Netherlands or any political sub-division of any thereof, each Bank that has determined that it is not willing or legally permitted to lend to, establish credit for the account of and/or do business with such Qualified Borrower directly or through an assignment to an Affiliate of such Bank pursuant to Section 2.21(b) (an “Affected Bank”) shall so notify the Borrower and the Administrative Agent in writing. Notwithstanding anything to the contrary contained herein, no Affected Bank that has so notified the Borrower and the Administrative Agent shall be obligated to make a Loan to, or participate in Letters of Credit issued for the account of, such Qualified Borrower. The obligations of each Affected Bank in respect of any Loan to be made to, or participation in any Letter of Credit to be issued for the account of, such Qualified Borrower utilizing Dollar Commitments, shall be reallocated among the Banks with Dollar Commitments that are not Affected Banks with respect to such Qualified Borrower in accordance with their respective Pro Rata Shares, but only to the terms and conditions extent the sum of Section 2.3, a Request for Borrowing the aggregate principal amount of Committed Loans made by all Banks that are not Affected Banks with respect thereto; to such Qualified Borrower plus the obligations of all Banks with Dollar Commitments that are Affected Banks to make Loans to, and participate in Letters of Credit issued for the account of, such disbursements Qualified Borrower that would exist but for the second sentence of this Section 2.21(c), does not exceed the outstanding Dollar Commitments of all Banks that are not Affected Banks with respect to such Qualified Borrower (it being understood that under no circumstance shall any Bank at any time be liable by virtue of such reallocation for any amounts in excess of its Commitment). The obligations of each Affected Bank in respect of any Loan to be made to, or participation in any Letter of Credit to be issued for the account of, such Qualified Borrower utilizing Alternate Currency Commitments, shall be made without regard reallocated among the Banks with Alternate Currency Commitments that are not Affected Banks with respect to such Qualified Borrower in accordance with their respective Pro Rata Shares, but only to the minimum and multiple amounts specified in Section 2.4. The Administrative Agent may conclusively rely on extent the Lenders as to sum of the aggregate principal amount of Committed Loans denominated in Alternate Currencies of all Banks that are not Affected Banks with respect to such Qualified Borrower plus the obligations of all Banks with Alternate Currency Commitments that are Affected Banks to make Loans to, and participate in Letters of Credit issued for the account of, such Qualified Borrower that would exist but for the second sentence of this Section 2.21(c), does not exceed the outstanding Alternate Currency Commitments of all Banks that are not Affected Banks with respect to such Qualified Borrower (it being understood that under no circumstance shall any Bank at any time be liable by virtue of such Obligations due to the Lenders, absent manifest errorreallocation for any amounts in excess of its Alternate Currency Commitment).

Qualified Borrowers. In consideration of the Lenders(a) The Borrower may, at any time or from time to time, upon not less than five (5) Business Days’ agreement notice, designate one or more Qualified Borrowers to advance funds be added to a Qualified Borrower that has joined the Credit Facility in accordance with Section 6.3 and to accept the Qualified Borrower Guaranties in support thereof, the Borrowers hereby authorize, empower, and direct the Administrative Agent, for the benefit of the Secured Parties, within the limits of the Available Commitment of the applicable Fund Group, to disburse directly to the Lenders, with notice to the Borrowers of the related Fund Group, in immediately available funds, an amount equal to the amount due and owing under any Qualified Borrower Promissory Note or any Qualified Borrower Guaranty, together with all interest, costs and expenses and fees due to the Lenders pursuant thereto, as a Borrowing hereunder, in the event this Agreement by notifying the Administrative Agent shall have not received payment of such Obligations when due. The Administrative Agent will notify the Borrowers of the applicable Fund Group of any disbursement made to the Lenders pursuant to the terms hereof; provided that the failure to give such notice shall not affect the validity of the disbursementthereof, and the Administrative Agent shall provide promptly notify each Lender. Borrower shall, or shall cause such Qualified Borrower to, deliver all documents required to be delivered pursuant to Sections 6.1 and 6.2(e) with respect to a Qualified Borrower, including, without limitation, copies of all Organizational Documents, good standing certificates (if applicable), and resolutions, each of which shall be in form and substance reasonably satisfactory to the Lenders Administrative Agent. Following the giving of any notice pursuant to this Section 2.10, if the designation of such Qualified Borrower obligates the Administrative Agent or any Lender to comply with notice thereof. Any “know your customer” or similar identification procedures in circumstances where the necessary information is not already available to it, the Borrower shall, promptly upon the request of the Administrative Agent or any Lender, supply such disbursement made documentation and other evidence as is reasonably requested by the Administrative Agent or any Lender in order for the Administrative Agent or such Lender to carry out and be satisfied it has complied with the results of all necessary “know your customer” or other similar checks under all applicable laws and regulations. Nothing contained in this Section 2.10(a) shall limit the provisions of Section 2.8(i). (b) If the Borrower shall designate as a Qualified Borrower hereunder any entity not organized under the laws of the United States or any State thereof, any Lender may, with notice to the Lenders Administrative Agent and the Borrower, fulfill its Commitment by causing an Affiliate of such Lender to act as the Bank in respect of such Qualified Borrower (and such Lender shall, to the extent of Loans made to, and participations in Letters of Credit issued for the account of such Qualified Borrower, be deemed for all purposes hereof to have pro tanto assigned such Loans and participations to such Affiliate in compliance with the provisions of Section 14.16 (but only for so long as such Loans or Letters of Credit shall be deemed to be outstanding) except that unless such an Affiliate is a Reference Rate Loan pursuant to Section 2.3 in the amount so paidEligible Assignee, and the Borrowers of the applicable Fund Group nothing herein shall be deemed to have given to the Administrative Agent in accordance with the terms and conditions of Section 2.3, a Request for Borrowing with respect thereto; and relieved such disbursements shall be made without regard to the minimum and multiple amounts specified in Section 2.4. The Administrative Agent may conclusively rely on the Lenders as to the amount of any such Obligations due to the Lenders, absent manifest errorLender from its obligations under its Commitments).

Qualified Borrowers. In consideration of the Lenders(a) The Borrower may, at any time or from time to time, upon not less than five (5) Business Days’ agreement notice, designate one or more Qualified Borrowers to advance funds be added to a Qualified Borrower that has joined the Credit Facility in accordance with Section 6.3 and to accept the Qualified Borrower Guaranties in support thereof, the Borrowers hereby authorize, empower, and direct the Administrative Agent, for the benefit of the Secured Parties, within the limits of the Available Commitment of the applicable Fund Group, to disburse directly to the Lenders, with notice to the Borrowers of the related Fund Group, in immediately available funds, an amount equal to the amount due and owing under any Qualified Borrower Promissory Note or any Qualified Borrower Guaranty, together with all interest, costs and expenses and fees due to the Lenders pursuant thereto, as a Borrowing hereunder, in the event this Agreement by notifying the Administrative Agent shall have not received payment of such Obligations when due. The Administrative Agent will notify the Borrowers of the applicable Fund Group of any disbursement made to the Lenders pursuant to the terms hereof; provided that the failure to give such notice shall not affect the validity of the disbursementthereof, and the Administrative Agent shall provide promptly notify each Lender. Borrower shall, or shall cause such Qualified Borrower to, deliver all documents required to be delivered pursuant to Sections 6.1 and 6.2(e) with respect to a Qualified Borrower, including, without limitation, copies of all organizational documents, good standing certificates (if applicable), and resolutions, each of which shall be in form and substance reasonably satisfactory to the Lenders Administrative Agent. Following the giving of any notice pursuant to this Section 2.10, if the designation of such Qualified Borrower obligates the Administrative Agent or any Lender to comply with notice thereof. Any “know your customer” or similar identification procedures in circumstances where the necessary information is not already available to it, the Borrower shall, promptly upon the request of the Administrative Agent or any Lender, supply such disbursement made documentation and other evidence as is reasonably requested by the Administrative Agent or any Lender in order for the Administrative Agent or such Lender to carry out and be satisfied it has complied with the results of all necessary “know your customer” or other similar checks under all applicable laws and regulations. (b) If the Borrower shall designate as a Qualified Borrower hereunder any entity not organized under the laws of the United States or any State thereof, any Lender may, with notice to the Lenders Administrative Agent and the Borrower, fulfill its Commitment by causing an Affiliate of such Lender to act as the Bank in respect of such Qualified Borrower (and such Lender shall, to the extent of Loans made to, and participations in Letters of Credit issued for the account of such Qualified Borrower, be deemed for all purposes hereof to have pro tanto assigned such Loans and participations to such Affiliate in compliance with the provisions of Section 15.16 (but only for so long as such Loans or Letters of Credit shall be deemed to be outstanding) except that unless such an Affiliate is a Reference Rate Loan pursuant to Section 2.3 in the amount so paidEligible Assignee, and the Borrowers of the applicable Fund Group nothing herein shall be deemed to have given to the Administrative Agent in accordance with the terms and conditions of Section 2.3, a Request for Borrowing with respect thereto; and relieved such disbursements shall be made without regard to the minimum and multiple amounts specified in Section 2.4. The Administrative Agent may conclusively rely on the Lenders as to the amount of any such Obligations due to the Lenders, absent manifest errorLender from its obligations under its Commitments).

Qualified Borrowers. In consideration of the Lenders(a) The Borrower may, at any time or from time to time, upon not less than five (5) Business Days’ agreement notice, designate one or more Qualified Borrowers to advance funds be added to a Qualified Borrower that has joined the Credit Facility in accordance with Section 6.3 and to accept the Qualified Borrower Guaranties in support thereof, the Borrowers hereby authorize, empower, and direct the Administrative Agent, for the benefit of the Secured Parties, within the limits of the Available Commitment of the applicable Fund Group, to disburse directly to the Lenders, with notice to the Borrowers of the related Fund Group, in immediately available funds, an amount equal to the amount due and owing under any Qualified Borrower Promissory Note or any Qualified Borrower Guaranty, together with all interest, costs and expenses and fees due to the Lenders pursuant thereto, as a Borrowing hereunder, in the event this Agreement by notifying the Administrative Agent shall have not received payment of such Obligations when due. The Administrative Agent will notify the Borrowers of the applicable Fund Group of any disbursement made to the Lenders pursuant to the terms hereof; provided that the failure to give such notice shall not affect the validity of the disbursementthereof, and the Administrative Agent shall provide promptly notify each Lender. Borrower shall, or shall cause such Qualified Borrower to, deliver all documents required to be delivered pursuant to Sections 6.1 and 6.2(e) with respect to a Qualified Borrower, including, without limitation, copies of all Organizational Documents, good standing certificates (if applicable), and resolutions, each of which shall be in form and substance reasonably satisfactory to the Lenders Administrative Agent. Following the giving of any notice pursuant to this Section 2.10, if the designation of such Qualified Borrower obligates the Administrative Agent or any Lender to comply with notice thereof. Any “know your customer” or similar identification procedures in circumstances where the necessary information is not already available to it, the Borrower shall, promptly upon the request of the Administrative Agent or any Lender, supply such disbursement made documentation and other evidence as is reasonably requested by the Administrative Agent or any Lender in order for the Administrative Agent or such Lender to carry out and be satisfied it has complied with the results of all necessary “know your customer” or other similar checks under all applicable laws and regulations. (b) If the Borrower shall designate as a Qualified Borrower hereunder any entity not organized under the laws of the United States or any State thereof, any Lender may, with notice to the Lenders Administrative Agent and the Borrower, fulfill its Commitment by causing an Affiliate of such Lender to act as the Bank in respect of such Qualified Borrower (and such Lender shall, to the extent of Loans made to, and participations in Letters of Credit issued for the account of such Qualified Borrower, be deemed for all purposes hereof to have pro tanto assigned such Loans and participations to such Affiliate in compliance with the provisions of Section 14.16 (but only for so long as such Loans or Letters of Credit shall be deemed to be outstanding) except that unless such an Affiliate is a Reference Rate Loan pursuant to Section 2.3 in the amount so paidEligible Assignee, and the Borrowers of the applicable Fund Group nothing herein shall be deemed to have given to the Administrative Agent in accordance with the terms and conditions of Section 2.3, a Request for Borrowing with respect thereto; and relieved such disbursements shall be made without regard to the minimum and multiple amounts specified in Section 2.4. The Administrative Agent may conclusively rely on the Lenders as to the amount of any such Obligations due to the Lenders, absent manifest errorLender from its obligations under its Commitments).

Qualified Borrowers. In consideration of the Lenders’ agreement to advance funds to a Qualified Borrower that has joined the Credit Facility in accordance with Section 6.3 6.3, to cause Letters of Credit to be issued for the account of a Qualified Borrower pursuant to Section 2.8, and to accept the Qualified Borrower Guaranties in support thereof, the Borrowers hereby authorize, empower, and direct the Administrative Agent, for the benefit of the Secured Parties, within the limits of the Available Commitment of the applicable Fund GroupCommitment, to disburse directly to the Lenders, with notice to the Borrowers of the related Fund GroupBorrowers, in immediately available funds, an amount equal to the amount due and owing under any Qualified Borrower Promissory Note or any Qualified Borrower Guaranty, together with all interest, costs and costs, expenses and fees due to the Lenders pursuant thereto, as a Borrowing hereunder, in the event the Administrative Agent shall have not received payment of such Obligations when due. The Administrative Agent will shall notify the Borrowers of the applicable Fund Group of any disbursement made to the Lenders pursuant to the terms hereof; provided that the failure to give such notice shall not affect the validity of the disbursement, and the Administrative Agent shall provide the Lenders with notice thereof. Any such disbursement made by the Administrative Agent to the Lenders shall be deemed to be a Reference Rate Daily Simple SOFR Loan pursuant to Section 2.3 in the amount so paid, and the Borrowers of the applicable Fund Group shall be deemed to have given to the Administrative Agent in accordance with the terms and conditions of Section 2.3, a Request for Borrowing with respect thereto; and such disbursements shall be made without regard to the minimum and multiple amounts specified in Section 2.4. The Administrative Agent may conclusively rely on the Lenders as to the amount of any such Obligations due to the Lenders, absent manifest error.