Common use of Making the Loans Clause in Contracts

Making the Loans. (a) The Borrower shall give the Lender prior telephonic notice (immediately confirmed in writing by e-mail, in substantially the form of Exhibit A hereto (a “Notice of Borrowing”)), not later than 12:00 noon (Maryland time) on the date which is three (3) Business Days prior to the date of the proposed Loan (or such shorter period as the Lender is willing to accommodate from time to time, but in no event later than 12:00 noon (Maryland time) on the borrowing date of the proposed Loan). Such Notice of Borrowing shall be irrevocable and shall specify (i) the aggregate principal amount of the proposed Loan and line-item amounts for each of the proposed uses of the proposed Loan, (ii) the use(s) of the proposed Loan, in reasonable detail (which use(s) must be Permitted Uses) and (iii) the proposed borrowing date, which must be a Business Day. The Lender may act without liability upon the basis of written, electronic, telecopied, or telephonic notice believed by the Lender in good faith to be from the Borrower (or from any Responsible Officer thereof designated in writing purportedly from the Borrower to the Lender). The Borrower hereby waives the right to dispute the Lender’s record of the terms of any such telephonic Notice of Borrowing. The Lender shall be entitled to rely conclusively on any Responsible Officer’s authority to request a Loan on behalf of the Borrower until the Lender receives written notice to the contrary. The Lender shall have no duty to verify the authenticity of the signature appearing on any written Notice of Borrowing. (b) Each Loan shall be made in a minimum amount of $100,000.

Making the Loans. Each borrowing under this Section 2.01 (aa “Borrowing”) shall be in a minimum amount of $100,000 or an integral multiple of $100,000 above such amount. Subject to Section 3.08, each Borrowing shall be comprised entirely of Prime Rate Loans or LIBOR Loans, as the Borrower may request in accordance herewith. The Borrower may borrow under the Commitment on any Business Day (or for LIBOR Loans, any LIBOR Business Day), provided that the Borrower shall give the Lender prior telephonic irrevocable written notice (immediately confirmed substantially in writing by e-mail, in substantially the form of Exhibit A hereto (a “Notice of Borrowing”))which notice must be received by the Lender prior to 3:00 p.m., not later than 12:00 noon (Maryland New York time) (1) in the case of Prime Rate Loans, on such requested Borrowing date, and (2) in the date which is case of LIBOR Loans, three (3) LIBOR Business Days prior to the date of the proposed Loan requested Borrowing date, in each case specifying (or such shorter period as the Lender is willing to accommodate from time to time, but in no event later than 12:00 noon (Maryland time) on the borrowing date of the proposed Loan). Such Notice of Borrowing shall be irrevocable and shall specify (iA) the aggregate principal amount of the proposed Loan and line-item amounts for each Borrowing, (B) the requested date of the proposed uses of the proposed LoanBorrowing, (iiC) the use(s) of the proposed whether such Borrowing is to be a Prime Rate Loan or a LIBOR Loan (and if no election is indicated, such Borrowing shall be a Prime Rate Loan, in reasonable detail (which use(s) must be Permitted Uses) and (iiiD) if such Borrowing is a LIBOR Loan, the proposed borrowing datelength of the Interest Period therefor. Upon satisfaction or waiver of the applicable conditions set forth in Article IV, which must be the Lender will make available the proceeds of all such Loans to the Borrower by crediting the account of the Borrower on the books of the Lender, or as otherwise directed by the Borrower. The Lender’s failure to receive any written notice of a Business Dayparticular Borrowing shall not relieve the Borrower of its obligations to repay the Borrowing made and to pay interest thereon. The Lender may act without shall not incur any liability to the Borrower in acting upon the basis any notice of written, electronic, telecopied, or telephonic notice believed by Borrowing which the Lender believes in good faith to be from the Borrower (or from any Responsible Officer thereof designated in writing purportedly from the Borrower have been given by a Person duly authorized to the Lender). The Borrower hereby waives the right to dispute the Lender’s record of the terms of any such telephonic Notice of Borrowing. The Lender shall be entitled to rely conclusively on any Responsible Officer’s authority to request a Loan borrow on behalf of the Borrower until the Lender receives written notice to the contrary. The Lender shall have no duty to verify the authenticity of the signature appearing on any written Notice of BorrowingBorrower. (b) Each Loan shall be made in a minimum amount of $100,000.

Making the Loans. (a) The Administrative Borrower shall give the Lender prior telephonic Administrative Agent written notice (immediately confirmed in writing by e-mail, in substantially the form of Exhibit A B hereto (a “Notice of Borrowing”)), not later than 12:00 noon (Maryland New York time) on the date which is three (3) Business Days prior to the date of the proposed Loan (in the case of a SOFR Loan), or such shorter period as the Lender is willing to accommodate from time to time, but in no event not later than 12:00 noon (Maryland New York time) on the borrowing date which is one (1) Business Day prior to the date of the proposed Loan (in the case of a Reference Rate Loan). Such Notice of Borrowing shall be irrevocable and shall specify (i) the aggregate principal amount of the proposed Loan and line-item amounts for each of the proposed uses type of the proposed Loan, (ii) the use(s) of the proposed Loan, in reasonable detail (which use(s) must be Permitted Uses) and (iii) the proposed borrowing date, which must be a Business Day, and, with respect to the Initial Term Loan, must be the Effective Date, with respect to the Sixth Amendment Term Loan, must be the Sixth Amendment Effective Date, and, with respect to the Seventh Amendment Term Loan, must be the Seventh Amendment Effective Date, and, with respect to the Eighth Amendment Term Loan, must be the Eighth Amendment Funding Date, (iii) whether the proposed Loan is to be a Reference Rate Loan or a SOFR Loan, (iv) in the case of a SOFR Loan, the initial Interest Period to be applicable thereto, which shall be a period contemplated by the definition of the term “Interest Period” and (v) the wiring information of the account of the Borrowers to which the proceeds of such Loan are to be disbursed. The Lender Administrative Agent and the Lenders may act without liability upon the basis of written, electronic, telecopied, email or telephonic facsimile notice believed by the Lender Administrative Agent in good faith to be from the Administrative Borrower (or from any Responsible Authorized Officer thereof designated in writing purportedly from the Administrative Borrower to the LenderAdministrative Agent). The Borrower hereby waives the right to dispute the Lender’s record of the terms of any such telephonic Notice of Borrowing. The Administrative Agent and each Lender shall be entitled to rely conclusively on any Responsible Authorized Officer’s authority to request a Loan on behalf of the Borrower Borrowers until the Lender Administrative Agent receives written notice to the contrary. The Lender Administrative Agent and the Lenders shall have no duty to verify the authenticity of the signature appearing on any written Notice of Borrowing. (b) Each Loan Notice of Borrowing pursuant to this Section 2.02 shall be irrevocable and the Borrowers shall be bound to make a borrowing in accordance therewith. The Borrowers shall have no more than seven (7) SOFR Loans in effect at any given time. (i) Except as otherwise provided in this subsection 2.02(c), all Loans under this Agreement shall be made by the Lenders simultaneously and proportionately to their Pro Rata Shares of the Total Initial Term Loan Commitment, Sixth Amendment Term Loan Commitment, or Seventh Amendment Term Loan Commitments, or Eighth Amendment Term Loan Commitments, as applicable, it being understood that no Lender shall be responsible for any default by any other Lender in that other Lender’s obligations to make a minimum Loan requested hereunder, nor shall the Commitment of any Lender be increased or decreased as a result of the default by any other Lender in that other Lender’s obligation to make a Loan requested hereunder, and each Lender shall be obligated to make the Loans required to be made by it by the terms of this Agreement regardless of the failure by any other Lender. (ii) Following the receipt of a Notice of Borrowing, the Administrative Agent shall notify each applicable Lender of the specifics of the Loan. EachUnless the applicable Lenders and Borrower have agreed that such Lenders shall fund a particular Loan directly to the Borrower, each applicable Lender shall make its Pro Rata Share of the applicable Loan available to the Administrative Agent, in immediately available funds, to the Administrative Agent’s account no later than 1:00 p.m. (New York time) on the date of the proposed Loan. Upon satisfaction of the applicable conditions set forth in Section 5.02 (or, if such borrowing is a borrowing of Initial Loans, Sections 5.01 and 5.02) and receipt of all of the proceeds of the applicable Loan, the Administrative Agent will make the proceeds of such Loans received by it available to the Borrowers on the day of the proposed Loan by causing an amount, in immediately available funds, equal to the proceeds of all such Loans received by the Administrative Agent in the Administrative Agent’s Account to be deposited in the account designated by the Administrative Borrower in the applicable Notice of Borrowing. , provided, however, that if the Lenders and Borrower have agreed that such Lenders shall fund a particular Loan directly to the Borrower, upon satisfaction of such conditions, each Lender thereof shall make its Pro Rata Share of the applicable Loan available to the Borrowers directly by causing an amount, in immediately available funds, equal to such Pro Rata Share of the proposed Loan to be deposited in the account designated by the Administrative Borrower in the applicable Notice of Borrowing and such Lender (or its counsel) shall provide the Administrative Agent with a written notice (which may be via email) confirming that it has funded its portion of such Loan (and the parties hereto hereby acknowledge and agree that (i) the Administrative Agent may conclusively rely on such written notice for all purposes of the Loan Documents (including updating the Register to include the making of such Loan) and (ii) the Administrative Agent shall not have any duty or obligation to inquire into or confirm whether the proceeds of such Loan were actually received by the Borrower). (iii) Unless the Administrative Agent shall have received written notice from a Lender prior to 12:00 p.m. (New York time) on the proposed date of any borrowing that such Lender will not make available to the Administrative Agent such ▇▇▇▇▇▇’s share of such borrowing, the Administrative Agent may assume that each applicable Lender has made the amount of $100,000its Loan available to the Administrative Agent on the applicable borrowing day and the Administrative Agent, in its sole discretion, may, but shall not be obligated to, cause a corresponding amount to be made available to the Borrowers on such day. If the Administrative Agent makes such corresponding amount available to the Borrowers and such corresponding amount is not in fact made available to the Administrative Agent by any such Lender, the Administrative Agent shall be entitled to recover such corresponding amount on demand from such Lender together with interest thereon, for each day from the date such payment was due until the date such amount is paid to the Administrative Agent, at the Federal Funds Effective Rate for three (3) Business Days and thereafter at the Reference Rate. Upon any such failure by a Lender to pay the Administrative Agent, the Administrative Agent shall promptly thereafter notify the Administrative Borrower of such failure and the Borrowers shall promptly pay such corresponding amount to the Administrative Agent for its own account. (iv) Nothing in this subsection 2.02(c) shall be deemed to relieve any Lender from its obligations to fulfill its Commitments hereunder. (d) [Reserved].

Making the Loans. (a) The Borrower shall give the Lender Administrative Agent prior telephonic notice (immediately confirmed in writing by e-mailwriting, in substantially the form of Exhibit A B hereto (a “"Notice of Borrowing”")), not later than 12:00 noon (Maryland Luxembourg time) on the date which is three five (35) Business Days prior to the date of the proposed Loan (or or, in each case, such shorter period as the Lender is willing Administrative Agent may agree, in its sole discretion, to accommodate from time to time, but in no event later than 12:00 noon (Maryland time) on the borrowing date of the proposed Loan). Such Notice of Borrowing shall be irrevocable revocable until 12:00 noon (Luxembourg time) one (1) Business Day prior to the date of the Loan and shall specify (i) the aggregate principal amount of the proposed Loan and line-item amounts for each of the proposed uses of the proposed Loan, (ii) the use(s) of the proposed Loan, in reasonable detail (which use(s) must be Permitted Uses) and (iii) the proposed borrowing date, which must be a Business Day, and, with respect to the Loan, must be the Effective Date. The Lender Administrative Agent and the Lenders may act without liability upon the basis of written, electronic, telecopied, telecopied or telephonic notice believed by the Lender Administrative Agent in good faith to be from the Borrower (or from any Responsible Authorized Officer thereof designated in writing purportedly from the Borrower to the LenderAdministrative Agent). The Borrower hereby waives the right to dispute the Lender’s Administrative Agent's record of the terms of any such telephonic Notice of Borrowing. The Administrative Agent and each Lender shall be entitled to rely conclusively on the authority of any Responsible Officer’s authority Authorized Officer of the Borrower to request a Loan on behalf of the Borrower until the Lender Administrative Agent receives written notice to the contrary. The Lender Administrative Agent and the Lenders shall have no duty to verify the authenticity of the signature appearing on any written Notice of Borrowing. (a) The Notice of Borrowing pursuant to this Section 2.02 shall be conditional on the substantially contemporaneous consummation of the other transactions contemplated by the Flow of Funds Agreement, the Share Purchase Agreement and the Amended Shareholders' Agreement. (b) Each Except as otherwise provided in this Section 2.02(c), the Loan under this Agreement shall be made by the Lenders simultaneously and proportionately to their Pro Rata Shares of the Total Commitment, it being understood that no Lender shall be responsible for any default by any other Lender in that other Lender's obligations to make a minimum amount Loan requested hereunder, nor shall the Commitment of $100,000any Lender be increased or decreased as a result of the default by any other Lender in that other Lender's obligation to make a Loan requested hereunder, and each Lender shall be obligated to make the Loans required to be made by it by the terms of this Agreement regardless of the failure by any other Lender.

Making the Loans. (a) The With respect to each Loan other than Loans outstanding pursuant to Section 2.01(a), the Borrower shall give the Lender Administrative Agent prior telephonic notice (immediately confirmed in writing by e-mailwriting, in substantially the form of Exhibit A B hereto (a “"Notice of Borrowing”)"), not later than 12:00 noon (Maryland time) on the date which is three (3) Business Days prior to the date of the proposed Loan (or such shorter period as the Lender is willing to accommodate from time to time, but in no event later than 12:00 noon (Maryland New York City time) on the borrowing date of the proposed Loan). Such Notice of Borrowing shall be irrevocable and shall specify (i) the aggregate principal amount of the proposed Loan and line-item amounts for each of the proposed uses of the proposed Loan, (ii) in the use(scase of any additional Loans requested on the Closing Date, whether such Loan is requested to be a Revolving Loan or the Term Loan, (iii) the use of the proceeds of such proposed Loan, in reasonable detail (which use(s) must be Permitted Uses) and (iiiiv) the proposed borrowing date, which must be a Business Day, and, with respect to the Term Loan, must be the Closing Date. The Lender Administrative Agent and the Lenders may act without liability upon the basis of written, electronic, telecopied, telecopied or telephonic notice believed by the Lender Administrative Agent in good faith to be from the Borrower (or from any Responsible Officer thereof designated in writing purportedly from the Borrower to the LenderAdministrative Agent). The Borrower hereby waives the right to dispute the Lender’s Administrative Agent's record of the terms of any such telephonic Notice of Borrowing. The Administrative Agent and each Lender shall be entitled to rely conclusively on any Responsible Officer’s 's authority to request a Loan on behalf of the Borrower until the Lender Administrative Agent receives written notice to the contrary. The Lender Administrative Agent and the Lenders shall have no duty to verify the authenticity of the signature appearing on any written Notice of Borrowing. (b) Each Notice of Borrowing pursuant to this Section 2.02 shall be irrevocable and the Borrower shall be bound to make a borrowing in accordance therewith. Each Revolving Loan shall be made in a minimum amount of $100,00050,000 and shall be in an integral multiple of $1,000. (i) Except as otherwise provided in this Section 2.02(c), all Loans under this Agreement shall be made by the Lenders simultaneously and proportionately to their Pro Rata Shares of the Total Revolving Credit Commitment and the Total Term Loan Commitment, as the case may be, it being understood that no Lender shall be responsible for any default by any other Lender in that other Lender's obligations to make a Loan requested hereunder, nor shall the Commitment of any Lender be increased or decreased as a result of the default by any other Lender in that other Lender's obligation to make a Loan requested hereunder, and each Lender shall be obligated to make the Loans required to be made by it by the terms of this Agreement regardless of the failure by any other Lender. (ii) Notwithstanding any other provision of this Agreement, and in order to reduce the number of fund transfers among the Borrower, the Agents and the Lenders, the Borrower, the Agents and the Lenders agree that the Administrative Agent may (but shall not be obligated to), and the Borrower and the Lenders hereby irrevocably authorize the Administrative Agent to, fund, on behalf of the Lenders with a Revolving Credit Commitment, Revolving Loans pursuant to Section 2.01, subject to the procedures for settlement set forth in Section 2.02(d); provided, however, that (a) the Administrative Agent shall in no event fund any such Revolving Loans if the Administrative Agent shall have received written notice from the Collateral Agent or the Required Lenders prior to the time of the proposed Revolving Loan that one or more of the conditions precedent contained in Article V will not be satisfied at the time of the proposed Revolving Loan, and (b) the Administrative Agent shall not otherwise be required to determine that, or take notice whether, the conditions precedent in Article V have been satisfied. If the Borrower gives a Notice of Borrowing requesting a Revolving Loan and the Administrative Agent elects not to fund such Revolving Loan on behalf of the Revolving Loan Lenders, then promptly after receipt of the Notice of Borrowing requesting such Revolving Loan, the Administrative Agent shall notify each Revolving Loan Lender of the specifics of the requested Revolving Loan and that it will not fund the requested Revolving Loan on behalf of the Revolving Loan Lenders. If the Administrative Agent notifies the Revolving Loan Lenders that it will not fund a requested Revolving Loan on behalf of such Revolving Loan Lenders, each Revolving Loan Lender shall make its Pro Rata Share of the Revolving Loan available to the Administrative Agent, in immediately available funds, at the Payment Office no later than 3:00 p.m. (New York City time) (provided that the Administrative Agent requests payment from such Revolving Loan Lender not later than 1:00 p.m. (New York City time) on such day) on the date of the proposed Revolving Loan. The Administrative Agent will make the proceeds of such Revolving Loans available to the Borrower on the day of the proposed Revolving Loan by causing an amount, in immediately available funds, equal to the proceeds of all such Revolving Loans received by the Administrative Agent at the Payment Office or the amount funded by the Administrative Agent on behalf of the Revolving Loan Lenders to be deposited in an account designated by the Borrower. (iii) If the Administrative Agent has notified the Revolving Loan Lenders that the Administrative Agent, on behalf of such Revolving Loan Lenders, will fund a particular Revolving Loan pursuant to Section 2.02(c)(ii), the Administrative Agent may assume that each such Revolving Loan Lender has made such amount available to the Administrative Agent on such day and the Administrative Agent, in its sole discretion, may, but shall not be obligated to, cause a corresponding amount to be made available to the Borrower on such day. If the Administrative Agent makes such corresponding amount available to the Borrower and such corresponding amount is not in fact made available to the Administrative Agent by any such Revolving Loan Lender, the Administrative Agent shall be entitled to recover such corresponding amount on demand from such Revolving Loan Lender together with interest thereon, for each day from the date such payment was due until the date such amount is paid to the Administrative Agent, at the Federal Funds Rate for three (3) Business Days and thereafter at the Reference Rate. During the period in which such Revolving Loan Lender has not paid such corresponding amount to the Administrative Agent, notwithstanding anything to the contrary contained in this Agreement or any other Loan Document, the amount so advanced by the Administrative Agent to the Borrower shall, for all purposes hereof, be a Revolving Loan made by the Administrative Agent for its own account. Upon any such failure by a Revolving Loan Lender to pay the Administrative Agent, the Administrative Agent shall promptly thereafter notify the Borrower of such failure and the Borrower shall immediately pay such corresponding amount to the Administrative Agent for its own account. (iv) othing in this Section 2.02(c) shall be deemed to relieve any Revolving Loan Lender from its obligations to fulfill its Revolving Credit Commitment hereunder or to prejudice any rights that the Administrative Agent or the Borrower may have against any Revolving Loan Lender as a result of any default by such Revolving Loan Lender hereunder. (i) With respect to all periods for which the Administrative Agent has funded Revolving Loans pursuant to Section 2.02(c), on Friday of each week, or if the applicable Friday is not a Business Day, then on the following Business Day, or such shorter period as the Administrative Agent may from time to time select (any such week or shorter period being herein called a "Settlement Period"), the Administrative Agent shall notify each Revolving Loan Lender of the unpaid principal amount of the Revolving Loans outstanding as of the last day of each such Settlement Period. In the event that such amount is greater than the unpaid principal amount of the Revolving Loans outstanding on the last day of the Settlement Period immediately preceding such Settlement Period (or, if there has been no preceding Settlement Period, the amount of the Revolving Loans made on the date of such Revolving Loan Lender's initial funding), each Revolving Loan Lender shall promptly (and in any event not later than 2:00 p.m. (New York City time) if the Administrative Agent requests payment from such Lender not later than 12:00 noon (New York City time) on such day) make available to the Administrative Agent its Pro Rata Share of the difference in immediately available funds. In the event that such amount is less than such unpaid principal amount, the Administrative Agent shall promptly pay over to each Revolving Loan Lender its Pro Rata Share of the difference in immediately available funds. In addition, if the Administrative Agent shall so request at any time when a Potential Default or an Event of Default shall have occurred and be continuing, or any other event shall have occurred as a result of which the Administrative Agent shall determine that it is desirable to present claims against the Borrower for repayment, each Revolving Loan Lender shall promptly remit to the Administrative Agent or, as the case may be, the Administrative Agent shall promptly remit to each Revolving Loan Lender, sufficient funds to adjust the interests of the Revolving Loan Lenders in the then outstanding Revolving Loans to such an extent that, after giving effect to such