Notice. Each Borrowing shall be made pursuant to a Notice of Borrowing and given by the Borrower to the Administrative Agent # not later than ​ (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 ​ (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 ​ (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 ​ (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 ​, 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.

Notice. Each BorrowingLoan shall be made pursuant to a Notice of Borrowing andon notice, given by the Borrower to the Administrative Agent # not later than ​ (New York City time) on the third Business Day beforeprior to the requested date of the proposed Borrowing (which shall be a Business Day), inLoan (in the case of a Borrowing consisting of Eurodollar Loans, and #Rate Loans) or given not later than ​ (New York City time) on the daterequested Business Day of the proposed Borrowing (which shall be a Business Day) inLoan (in the case of a Borrowing consisting of Base Rate Loans; provided that any NoticeLoans), by the ​ to the Administrative Agent, which shall give to each ​ prompt notice thereof by fax (or transmission by other electronic communication). Each such notice of Borrowing (a “Notice of Original Tranche B Loans may be given at any time not later than ​ (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 BorrowingBorrowing”) shall be by facsimile or telephone confirmed promptlyfax (or transmission by other electronic communication), in writing or by electronic communication (e-mail) receiptsubstantially the form of which is confirmed by[Exhibit B] hereto, specifying therein the Administrative Agent by facsimile or telephone, in any event, specifying therequested # requested date of such Borrowing (which shall be a Business Day),Borrowing, # 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. Inin the case of a proposed Borrowing comprisedconsisting of Eurodollar Rate Loans, the Administrative Agent shall promptly notifyinitial Interest Period for each Applicable Lender of the applicable interest rate under [Section 2.07], as applicable.such Loan. Each Applicable Lender​ shall, before ​ (New York City time) on the date of the proposedsuch Borrowing, make available for the account of its Applicable Lending Office to the Administrative Agent at its address referred to in [Section 10.8.02] or such other location as the Administrative Agent may specify by notice to the Applicable ​,, in immediately availablesame day funds, such Lender’​’s Applicable Percentageratable portion of such Borrowing. Upon satisfactionAfter the Administrative Agent’s receipt of such funds and upon fulfillment of the applicable conditions set forth in [Section 3.02] (and, if such Borrowing is the initial Borrowing, [Section 3.01]), the Administrative Agent shallwill make allsuch funds so received available to the Borrower in like funds as received by​ at 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’Agent’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.aforesaid address.

Notice. Each Borrowing shall be made pursuant to a Notice of Borrowing andon notice, given by the Borrower to the Administrative Agent # not later than ​ (New York City time) on the third Business Day beforeprior to the date of the proposed Borrowing (which shall be a Business Day), in(in the case of Eurodollar Loans, and #a Borrowing consisting of Eurocurrency Rate Advances denominated in Dollars), given not later than ​ (New York City time) on the fourth Business Day prior to the date of the proposed Borrowing (which shall be a Business Day) in(in the case of Basea Borrowing consisting of Eurocurrency Rate Loans; provided that any Notice of Borrowing of Original Tranche B Loans may beAdvances denominated in a Committed Currency), or given at any time not later than ​ (New York City time) on the Closing Date. TheBusiness Day of the proposed Borrowing (in the case of a Borrowing consisting of Base Rate Advances), by the ​ to the Administrative AgentAgent, which shall give to each Applicable Lender​ prompt notice on the daythereof by telecopier. Each such notice of receipta Borrowing (a “Notice of timely Notice of Borrowing of such proposed Borrowing by facsimile. Each Notice of BorrowingBorrowing”) shall be by facsimile or telephone confirmed promptly in writing ortelecopier (or transmission by electronic communication (e-mail) receiptcommunication), in substantially the form of which is confirmed by[Exhibit B] hereto, specifying therein the Administrative Agent by facsimile or telephone, in any event, specifying therequested # requested date of such Borrowing (which shall be a Business Day),Borrowing, # requested Type and Class of LoansAdvances 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. Inin the case of a proposed Borrowing comprisedconsisting of Eurodollar Loans, the Administrative Agent shall promptly notifyEurocurrency Rate Advances, currency and initial Interest Period for each Applicable Lender of the applicable interest rate under [Section 2.07], as applicable.such Advance. Each Applicable Lender​ shall, before ​ (New York City time) on the date of the proposedsuch Borrowing, make available for the account of its Applicable Lending Office to the Administrative Agent at its address referred tothe applicable Agent’s Account, in [Section 10.02] or such other location as the Administrative Agent may specify by notice to the Applicable ​, in immediately availablesame day funds, such Lender’​’s Applicable Percentageratable portion of such Borrowing. Upon satisfactionAfter the Administrative Agent’s receipt of such funds and upon fulfillment of the applicable conditions set forth in [Section 3.02] (and, if such Borrowing is the initial Borrowing, [Section 3.01])[Article III], the Administrative Agent shallwill make allsuch funds so received available to the Borrower​ at the address of the applicable Agent’s Account. Each Notice of Borrowing shall be irrevocable and binding on the ​ except to the extent conditioned upon the occurrence or non-occurrence of any event specified therein, in like funds as receivedwhich case such notice may, subject to any amounts payable under [Section 8.04(c)], be revoked by the ​ (by notice to 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 anythingon or prior 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 tospecified effective date) if 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.condition is not satisfied.

Notice. Each Borrowing shall be made pursuant to aSECTION # Notice of Borrowing and given by theBorrowing. The relevant Borrower toshall give the Administrative Agent #notice (a “Notice of Borrowing”) not later than ​ (New York City time) on # the thirddate of each Base Rate Borrowing and # the ​-Dollar 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 ​ (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 ​ (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 suchEuro-Dollar 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 ​ (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 ​, 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.specifying:

Notice. Each Borrowing shall be made pursuant to aSection # Notice of Borrowing and given by theBorrowing. The Borrower toshall give the Administrative Agent #notice (a “Notice of Borrowing”) not later than # ​ (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 ​ (New YorkCity time) on the date of the proposed Borrowing (which shall be a Business Day) in the case ofeach Base Rate Loans; provided that any Notice of Borrowing of Original Tranche B Loans may be given at any time not later thanand # ​ (New York City time) on the Closing Date. The Administrative Agent shall give​-Dollar Business Day before 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 suchEuro-Dollar 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 ​ (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 ​, 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.specifying:

Notice. EachSection # Notice of Borrowing. The Borrower shall give the Administrative Agent irrevocable notice of any Borrowing shallby # telephone or # a Notice of Borrowing; provided that any telephonic notice must be made pursuantconfirmed promptly by delivery to the Administrative Agent of a Notice of Borrowing and given by the Borrower to the Administrative Agent # not later than # ​ (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 ​ (New YorkCity time) on the date of the proposed Borrowing (which shall be a Business Day) in the case ofeach Base Rate Loans; provided that any Notice of Borrowing of Original Tranche B Loans may be given at any time not later thanand # ​ (New York City time) on the Closing Date. The Administrative Agent shall give​-Dollar Business Day before 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 suchEuro-Dollar 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 ​ (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 ​, 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.specifying:

Notice.Section # . Procedure For Borrowing. (a) Each Borrowing of Loans shall be made pursuantupon the Company’s irrevocable written notice delivered to the Administrative Agent, which may be given by # telephone or # a Notice of Borrowing and given(provided that any telephonic notice must be confirmed immediately by the Borrowerdelivery to the Administrative Agent of a Notice of Borrowing) and which notice must be received by the Administrative Agent # not later thanprior to ​ (New York City time) onthree Business Days prior to the third Business Day before the date of the proposedrequested Borrowing (which shall be a Business Day),date, in the case of EurodollarEurocurrency Rate Loans that are Dollar-Denominated Loans, and # not later than(ii); prior to ​ (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 ​ (New York City time) on the date of the proposedrequested Borrowing (which shall be a Business Day)date, 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 ​ (New York time) on the Closing Date. The Administrative Agent shall giveLoans, specifying in 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 ​ (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 ​, 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.case:

Notice. Each Borrowing shall be made pursuant to a Notice of Borrowing and given by the Borrower. To request a Borrowing, the Borrower toshall notify the Administrative Agent of such request # in the case of a Eurodollar Borrowing, not later than ​ (New, New York time) on the thirdCity time, three Business DayDays before the date of the proposed Borrowing (which shall be a Business Day),Borrowing, or # in the case of Eurodollar Loans, and #an ABR Borrowing, not later than ​ (New, New York time)City time, on the date of the proposed Borrowing (which shall be a Business Day)(or, in the case of Base Rate Loans; provided that any Notice of Borrowing of Original Tranche B Loanseach case, such shorter period as may be given at any time not later than ​ (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 confirmedagreed to by the Administrative Agent by facsimile or telephone, in any event, specifyingconsultation with the # requested date ofapplicable Lenders). Each such Borrowing (whichRequest 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 ​ (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 ​, 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.irrevocable.

Notice. EachSection # 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 pursuantupon 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 and givenor Notice of Continuation/Conversion, as applicable. Each such Notice of Borrowing or Notice of Continuation/Conversion, as applicable, must be received by the Borrower to the Administrative Agent # notby no later than ​ (New York time): # 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 third Business Day beforedate 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 proposedrequested advance, continuation or conversion of a Borrowing (which shall be a Business Day), in the case of Eurodollar Loans, and # not later than ​ (New York time) on the dateamount of the proposedrequested Borrowing (which shallto be a Business Day) inadvanced, which existing Loans are to be continued or converted, 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 ​ (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 Classtype of Loans comprisingto comprise such Borrowing, # aggregate principal amount of such Borrowing, and #new, continued or converted Borrowing and, if such Borrowing is to be comprised of Eurodollar Rate 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 ​ (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 asthereto. The Borrower agrees that the Administrative Agent may specifyrely on any such telephonic or telecopy notice given by notice to the Applicable ​, 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]),any Person the Administrative Agent shall make all funds so received available toin good faith believes is an Authorized Representative of the Borrower in like funds as received bywithout 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 wire transfer oftelephone conflicts with any written confirmation, such funds in accordance with instructions provided to (and reasonably acceptable to)telephonic notice shall govern if the Administrative Agent by the Borrower. Notwithstanding anything to the contraryhas acted 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.reliance thereon.

Notice. ¹Each Borrowing shall be made pursuant to a Notice of Borrowing andon notice, given by the Borrower to the Administrative Agent # not later than ​ (New York City time) on the third Business Day beforeprior to the date of the proposed Borrowing (which shall be(in case of a Borrowing consisting of Eurocurrency Rate Advances denominated in Dollars), given not later than 11;​ (New York City time) on the fourth Business Day), inDay prior to the date of the proposed Borrowing (in the case of Eurodollar Loans, and #a Borrowing consisting of Eurocurrency Rate Advances denominated in a Committed Currency), or given not later than ​ (New York City time) on the dateBusiness Day 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 ​ (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(in the case of a proposed Borrowing comprisedconsisting of Eurodollar Loans,Base Rate Advances), by 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 ​ (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 referredAgent, which shall give to in [Section 10.02] or such other location as the Administrative Agent may specifyeach ​ prompt notice thereof by notice to the Applicable ​, 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.telecopier.