Notice. Each Borrowing shall be made pursuant to a Notice of Borrowing and given by the Borrower to the Administrative Agent # not later than 11:00 a.m. (New York time) on the third Business Day before the date of the proposed Borrowing (which shall be a Business Day), in the case of Eurodollar Loans, and # not later than 11:00 a.m. (New York time) on the date of the proposed Borrowing (which shall be a Business Day) in the case of Base Rate Loans; provided that any Notice of Borrowing of Original Tranche B Loans may be given at any time not later than 11:00 a.m. (New York time) on the Closing Date. The Administrative Agent shall give each Applicable Lender prompt notice on the day of receipt of timely Notice of Borrowing of such proposed Borrowing by facsimile. Each Notice of Borrowing shall be by facsimile or telephone confirmed promptly in writing or by electronic communication (e-mail) receipt of which is confirmed by the Administrative Agent by facsimile or telephone, in any event, specifying the # requested date of such Borrowing (which shall be a Business Day), # requested Type and Class of Loans comprising such Borrowing, # aggregate principal amount of such Borrowing, and # if such Borrowing is to be comprised of Eurodollar Loans, the Interest Period for such Loans. In the case of a proposed Borrowing comprised of Eurodollar Loans, the Administrative Agent shall promptly notify each Applicable Lender of the applicable interest rate under Section 2.07, as applicable. Each Applicable Lender shall, before 2:00 p.m. (New York time) on the date of the proposed Borrowing, make available for the account of its Applicable Lending Office to the Administrative Agent at its address referred to in Section 10.02 or such other location as the Administrative Agent may specify by notice to the Applicable [[Organization B:Organization]], in immediately available funds, such Lender’s Applicable Percentage of such Borrowing. Upon satisfaction of the applicable conditions set forth in Section 3.02 (and, if such Borrowing is the initial Borrowing, Section 3.01), the Administrative Agent shall make all funds so received available to the Borrower in like funds as received by the Administrative Agent by wire transfer of such funds in accordance with instructions provided to (and reasonably acceptable to) the Administrative Agent by the Borrower. Notwithstanding anything to the contrary in this Section, each Tranche B Lender shall be deemed to have satisfied its obligation hereunder to make its Applicable Percentage of the Tranche B Borrowings requested to be made hereunder upon receipt by the Existing Administrative Agent, pursuant to the Escrow Agreement and on behalf of the Borrower, of immediately available funds in an amount equal to such Tranche B Lender’s Applicable Percentage of the Tranche B Borrowings. Notwithstanding anything to the contrary, nothing in this Section 2.02(b) shall apply to # the Additional Tranche B Term Loans, # the Initial First-Out Loan or # any Additional First-Out Loan.

Each Loan shall be made on notice, given not later than 3:00 p.m. (New York City time) on the third Business Day prior to the requested date of the proposed Loan (in the case of a Borrowing consisting of Eurodollar Rate Loans) or given not later than 11:00 a.m. (New York City time) on the requested Business Day of the proposed Loan (in the case of a Borrowing consisting of Base Rate Loans), by the [[Organization A:Organization]] to the Administrative Agent, which shall give to each [[Organization B:Organization]] prompt notice thereof by fax (or transmission by other electronic communication). Each such notice of Borrowing (a “Notice of Borrowing”) shall be by fax (or transmission by other electronic communication), in substantially the form of [Exhibit B] hereto, specifying therein the requested # date of such Borrowing, # Type of Loans comprising such Borrowing, # aggregate amount of such Borrowing, and # in the case of a Borrowing consisting of Eurodollar Rate Loans, initial Interest Period for each such Loan. Each [[Organization B:Organization]] shall, before 1:00 p.m. (New York City time) on the date of such Borrowing, make available for the account of its Applicable Lending Office to the Administrative Agent at its address referred to in [Section 8.02], in same day funds, such [[Organization B:Organization]]’s ratable portion of such Borrowing. After the Administrative Agent’s receipt of such funds and upon fulfillment of the applicable conditions set forth in [Section 3.01], the Administrative Agent will make such funds available to the [[Organization A:Organization]] at the Administrative Agent’s aforesaid address.

Each Borrowing shall be made on notice, given not later than 11:00 A.M. (New York City time) on the third Business Day prior to the date of the proposed Borrowing (in the case of a Borrowing consisting of Eurocurrency Rate Advances denominated in Dollars), given not later than 11:00 A.M. (New York City time) on the fourth Business Day prior to the date of the proposed Borrowing (in the case of a Borrowing consisting of Eurocurrency Rate Advances denominated in a Committed Currency), or given not later than 1:00 P.M. (New York City time) on the Business Day of the proposed Borrowing (in the case of a Borrowing consisting of Base Rate Advances), by the [[Organization A:Organization]] to the Administrative Agent, which shall give to each [[Organization B:Organization]] prompt notice thereof by telecopier. Each such notice of a Borrowing (a “Notice of Borrowing”) shall be by telecopier (or transmission by electronic communication), in substantially the form of Exhibit B hereto, specifying therein the requested # date of such Borrowing, # Type of Advances comprising such Borrowing, # aggregate amount of such Borrowing, and # in the case of a Borrowing consisting of Eurocurrency Rate Advances, currency and initial Interest Period for each such Advance. Each [[Organization B:Organization]] shall, before 2:00 P.M. (New York City time) on the date of such Borrowing, make available for the account of its Applicable Lending Office to the Administrative Agent at the applicable Agent’s Account, in same day funds, such [[Organization B:Organization]]’s ratable portion of such Borrowing. After the Administrative Agent’s receipt of such funds and upon fulfillment of the applicable conditions set forth in Article III, the Administrative Agent will make such funds available to the [[Organization A:Organization]] at the address of the applicable Agent’s Account. Each Notice of Borrowing shall be irrevocable and binding on the [[Organization A:Organization]] except to the extent conditioned upon the occurrence or non-occurrence of any event specified therein, in which case such notice may, subject to any amounts payable under [Section 8.04(c)], be revoked by the [[Organization A:Organization]] (by notice to the Administrative Agent on or prior to the specified effective date) if such condition is not satisfied.

SECTION # Notice of Borrowing. The relevant Borrower shall give the Administrative Agent notice (a “Notice of Borrowing”) not later than 10:00 A.M. (New York City time) on # the date of each Base Rate Borrowing and # the third Euro-Dollar Business Day before each Euro-Dollar Borrowing, specifying:

Section # Notice of Borrowing. The Borrower shall give the Administrative Agent notice (a “Notice of Borrowing”) not later than # 10:30 A.M. (New York City time) on the date of each Base Rate Borrowing and # 1:00 P.M. (New York City time) on the second Euro-Dollar Business Day before each Euro-Dollar Borrowing, specifying:

Section # Notice of Borrowing. The Borrower shall give the Administrative Agent irrevocable notice of any Borrowing by # telephone or # a Notice of Borrowing; provided that any telephonic notice must be confirmed promptly by delivery to the Administrative Agent of a Notice of Borrowing not later than # 10:30 A.M. (New York City time) on the date of each Base Rate Borrowing and # 1:00 P.M. (New York City time) on the third Euro-Dollar Business Day before each Euro-Dollar Borrowing, specifying:

Section # . Procedure For Borrowing. (a) Each Borrowing of Loans shall be made upon the Company’s irrevocable written notice delivered to the Administrative Agent, which may be given by # telephone or # a Notice of Borrowing (provided that any telephonic notice must be confirmed immediately by delivery to the Administrative Agent of a Notice of Borrowing) and which notice must be received by the Administrative Agent # prior to 1:00 p.m. (New York City time) three Business Days prior to the requested Borrowing date, in the case of Eurocurrency Rate Loans that are Dollar-Denominated Loans, (ii); prior to 1:00 p.m. (New York City time) four Business Days prior to the requested Borrowing date, in the case of Eurocurrency Rate Loans that are Alternative Currency Loans, and # prior to 1:00 p.m. (New York City time) on the requested Borrowing date, in the case of Base Rate Loans, specifying in each case:

Notice by the Borrower. To request a Borrowing, the Borrower shall notify the Administrative Agent of such request # in the case of a Eurodollar Borrowing, not later than 11:00 a.m., New York City time, three Business Days before the date of the proposed Borrowing, or # in the case of an ABR Borrowing, not later than 12:00 noon, New York City time, on the date of the proposed Borrowing (or, in each case, such shorter period as may be agreed to by the Administrative Agent in consultation with the applicable Lenders). Each such Borrowing Request shall be irrevocable.

Section # Manner of Borrowing Loans and Designating Applicable Interest Rates. (1) Notice to the Administrative Agent. The Borrowing of Loans on the Closing Date, each conversion of Loans from Base Rate Loans to Eurodollar Rate Loans and Eurodollar Rate Loans to Base Rate Loans, and each continuation of Eurodollar Rate Loans shall be made upon the Borrower’s irrevocable notice to the Administrative Agent, which may be given # by telephone, # in the case of any such Borrowing, by a Notice of Borrowing, or # in the case of any such conversion or continuation, by a Notice of Continuation/Conversion; provided that any telephone notice must be confirmed promptly by delivery to the Administrative Agent of a Notice of Borrowing or Notice of Continuation/Conversion, as applicable. Each such Notice of Borrowing or Notice of Continuation/Conversion, as applicable, must be received by the Administrative Agent by no later than 12:00 noon: # at least three Business Days before the date on which the Borrower requests the Lenders to advance a Borrowing of, conversion to or continuation of Eurodollar Rate Loans and # on the date the Borrower requests the Lenders to advance a Borrowing of or conversion to Base Rate Loans. The Loans included in each Borrowing shall bear interest initially at the type of rate specified in such notice. All notices concerning the advance, continuation or conversion of a Borrowing shall specify the date of the requested advance, continuation or conversion of a Borrowing (which shall be a Business Day), the amount of the requested Borrowing to be advanced, which existing Loans are to be continued or converted, the type of Loans to comprise such new, continued or converted Borrowing and, if such Borrowing is to be comprised of Eurodollar Rate Loans, the Interest Period applicable thereto. The Borrower agrees that the Administrative Agent may rely on any such telephonic or telecopy notice given by any Person the Administrative Agent in good faith believes is an Authorized Representative of the Borrower without the necessity of independent investigation (the Borrower hereby indemnifying the Administrative Agent from any liability or loss ensuing from such reliance) and, in the event any such notice by telephone conflicts with any written confirmation, such telephonic notice shall govern if the Administrative Agent has acted in reliance thereon.

¹Each Borrowing shall be made on notice, given not later than 11:00 A.M. (New York City time) on the third Business Day prior to the date of the proposed Borrowing (in case of a Borrowing consisting of Eurocurrency Rate Advances denominated in Dollars), given not later than 11;00 A.M. (New York City time) on the fourth Business Day prior to the date of the proposed Borrowing (in the case of a Borrowing consisting of Eurocurrency Rate Advances denominated in a Committed Currency), or given not later than 1:00 P.M. (New York City time) on the Business Day of the proposed Borrowing (in the case of a Borrowing consisting of Base Rate Advances), by the [[Organization A:Organization]] to the Administrative Agent, which shall give to each [[Organization B:Organization]] prompt notice thereof by telecopier.