Common use of Notices; Time Clause in Contracts

Notices; Time. (a) All notices and other communications provided under any Credit Document shall be in writing, by facsimile or email and addressed, delivered or transmitted, if to the Borrower or the Lenders, to the applicable Person at its address, facsimile number or email set forth on Schedule 10.2 to the Disclosure Letter, or at such other address, facsimile number or email as may be designated by such Party in a notice to the other Parties. Any notice, if mailed and properly addressed with postage prepaid or if properly addressed and sent by pre-paid courier service, shall be deemed given when received; any notice, if transmitted by facsimile, shall be deemed given when the confirmation of transmission thereof is received by the transmitter; and any notice, if sent by email, when received. Unless otherwise indicated, all references to the time of a day in a Credit Document shall refer to New York City time. (b) The Administrative Agent and the Lenders shall be entitled to rely and act upon any notices (including telephonic or electronic (email) loan notices) purportedly given by or on behalf of any Loan Party even if (i) such notices were not made in a manner specified herein, were incomplete or were not preceded or followed by any other form of notice specified herein, or (ii) the terms thereof, as understood by the recipient, varied from any confirmation thereof. The Loan Parties shall indemnify the Administrative Agent, each Lender and the Related Parties of each of them from all losses, costs, expenses and liabilities resulting from the reliance by such Person on each notice purportedly given by or on behalf of a Loan Party; provided that such indemnity shall not, as to any Person be available to the extent that such losses, costs, expenses or liabilities are determined by a court of competent jurisdiction by final and non-appealable judgment to have resulted from the gross negligence or willful misconduct of such Person. All telephonic notices to and other telephonic communications with the Administrative Agent may be recorded by the Administrative Agent, and each of the parties hereto hereby consents to such recording.

Notices; Time. (a) All notices and other communications provided under any Credit Loan Document shall be in writing, writing or by facsimile or email and addressed, delivered or transmitted, if to the Borrower Parent, the Borrower, the Administrative Agent or the Lenders, to the applicable Person at its address, facsimile number address or email address set forth on Schedule 10.2 to of the Disclosure Letter, or at such other address, facsimile number address or email address as may be designated by such Party party in a notice to the other Partiesparties. Any notice, if mailed and properly addressed with postage prepaid or if properly addressed and sent by pre-paid courier service, shall be deemed given when received; any notice, if transmitted by facsimileemail, shall be deemed given when upon the earlier of (i) confirmation of transmission thereof is received receipt by the transmitter; recipient and any notice, if sent by email, when received(y) the opening of business on the next Business Day for the recipient. Unless otherwise indicated, all references to the time of a day in a Credit Loan Document shall refer to New York City time. (b) . The Administrative Agent and the Lenders shall be entitled to rely and act upon any notices (including telephonic or electronic (email) loan notices) purportedly given by or on behalf of the Borrower or any Loan Party Guarantor even if (i) such notices were not made in a manner specified herein, were incomplete or were not preceded or followed by any other form of notice specified herein, or (ii) the terms thereof, as understood by the recipient, varied from any confirmation thereof. The Loan Parties Borrower and each Guarantor shall indemnify the Administrative Agent, each Lender and the Related Parties of each of them their respective partners, directors, officers, employees, agents, trustees, administrators, managers, advisors and representatives from all losses, costs, expenses and liabilities resulting from the reliance by such Person on each notice purportedly given by or on behalf of a Loan Partythe Borrower and each Guarantor; provided that such indemnity shall not, as to any Person be available to the extent that such losses, costs, expenses or liabilities are determined by a court of competent jurisdiction by final and non-appealable judgment to have resulted from the gross negligence or willful misconduct of such Person. All telephonic notices to and other telephonic communications with the Administrative Agent may be recorded by the Administrative Agent, and each of the parties hereto hereby consents to such recording.

Notices; Time. (a) All notices and other communications provided under any Credit Loan Document shall be in writing, writing or by facsimile or email and addressed, delivered or transmitted, if to the Borrower or the LendersLender, to the applicable Person at its address, facsimile number address or email address set forth on Schedule 10.2 to the Disclosure Letterhereto, or at such other address, facsimile number address or email address as may be designated by such Party party in a notice to the other Partiesparties. Any notice, if mailed and properly addressed with postage prepaid or if properly addressed and sent by pre-paid courier service, shall be deemed given when received; any notice, if transmitted by facsimileemail, shall be deemed given when upon the earlier of (i) confirmation of transmission thereof is received receipt by the transmitter; recipient and any notice, if sent by email, when received(y) the opening of business on the next Business Day for the recipient. Unless otherwise indicated, all references to the time of a day in a Credit Loan Document shall refer to New York City time. (b) The Administrative Agent and the Lenders Lender shall be entitled to rely and act upon any notices (including telephonic or electronic (email) loan notices) purportedly given by or on behalf of the Borrower or any Loan Party Guarantor even if (i) such notices were not made in a manner specified herein, were incomplete or were not preceded or followed by any other form of notice specified herein, or (ii) the terms thereof, as understood by the recipient, varied from any confirmation thereof. The Loan Parties Borrower and each Guarantor shall indemnify the Administrative Agent, each Lender and the Related Parties of each of them its partners, directors, officers, employees, agents, trustees, administrators, managers, advisors and representatives from all losses, costs, expenses and liabilities resulting from the reliance by such Person on each notice purportedly given by or on behalf of a Loan Partythe Borrower and each Guarantor; provided that such indemnity shall not, as to any Person be available to the extent that such losses, costs, expenses or liabilities are determined by a court of competent jurisdiction by final and non-appealable judgment to have resulted from the gross negligence or willful misconduct of such Person. All telephonic notices to and other telephonic communications with the Administrative Agent Lender may be recorded by the Administrative AgentLender, and each of the parties hereto hereby consents to such recording.

Notices; Time. (a) All notices and other communications provided under any Credit Loan Document shall be in writing, writing or by facsimile or email and addressed, delivered or transmitted, if to the Administrative Agent, the Borrower or the Lenders, to the applicable Person at its address, facsimile email address or fax number or email set forth on Schedule 10.2 to the Disclosure Letter10.2, or at such other address, facsimile email address or fax number or email as may be designated by such Party in a notice to the other Parties. Any notice, if mailed and properly addressed with postage prepaid or if properly addressed and sent by pre-paid courier service, shall be deemed given when received; any notice, if transmitted by facsimileemail or fax, shall be deemed given when the confirmation of transmission thereof is received by the transmitter; and any notice, if sent by email, when receivedaddressee. Unless otherwise indicated, all references to the time of a day in a Credit Loan Document shall refer to New York City time. (b) The Administrative Agent and the Lenders shall be entitled to rely and act upon any notices (including telephonic or electronic (email) loan notices) purportedly given by or on behalf of Holdings, the Borrower or any Loan Party Subsidiary even if (i) such notices were not made in a manner specified herein, were incomplete or were not preceded or followed by any other form of notice specified herein, or (ii) the terms thereof, as understood by the recipient, varied from any confirmation thereof. The Loan Parties Holdings, the Borrower and the Subsidiaries shall indemnify the Administrative Agent, each Lender and the Related Parties of each of them from all losses, costs, expenses and liabilities resulting from the reliance by such Person on each notice purportedly given by or on behalf of a Loan PartyHoldings, the Borrower or any Subsidiary; provided that such indemnity shall not, as to any Person be available to the extent that such losses, costs, expenses or liabilities are determined by a court of competent jurisdiction by final and non-appealable judgment to have resulted from the gross negligence or willful misconduct of such Person. All telephonic notices to and other telephonic communications with the Administrative Agent may be recorded by the Administrative Agent, and each of the parties hereto hereby consents to such recording. (c) Borrower Materials may be delivered pursuant to procedures approved by the Administrative Agent, including electronic delivery (if possible) upon request by the Administrative Agent to an electronic system maintained by the Administrative Agent (the “Platform”). The Borrower shall notify the Administrative Agent of each posting of Borrower Materials on the Platform and the materials shall be deemed received by the Administrative Agent only upon its receipt of such notice. Borrower Materials and other information relating to this credit facility may be made available to Lenders on the Platform. The Platform is provided “as is” and “as available.” The Administrative Agent does not warrant the accuracy or completeness of any information on the Platform nor the adequacy or functioning of the Platform, and expressly disclaims liability for any errors or omissions in the Borrower Materials or any issues involving the Platform, except to the extent resulting from the Administrative Agent’s own gross negligence or willful misconduct as determined by a final non- appealable judgment by a court of competent jurisdiction. NO WARRANTY OF ANY KIND, EXPRESS, IMPLIED OR STATUTORY, INCLUDING ANY WARRANTY OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, NONINFRINGEMENT OF THIRD PARTY RIGHTS, OR FREEDOM FROM VIRUSES OR OTHER CODE DEFECTS, IS MADE BY ADMINISTRATIVE AGENT WITH RESPECT TO BORROWER MATERIALS OR THE PLATFORM. None of the Administrative Agent nor any of its Affiliates, partners, directors, officers, employees, agents, trustees, administrators, managers or advisors, nor any of the partners, directors, officers, employees, agents, trustees, administrators, managers or advisors of its Affiliates shall have any liability to the Loan Parties, Lenders or any other Person for losses, claims, damages, liabilities or expenses of any kind (whether in tort, contract or otherwise) relating to use by any Person of the Platform or delivery of Borrower Materials and other information through the Platform except to the extent any thereof result from the applicable Person’s own gross negligence or willful misconduct as determined by a final non-appealable judgment by a court of competent jurisdiction.

Notices; Time. (a) All notices and other communications provided under any Credit Loan Document shall be in writing, writing or by facsimile or email and addressed, delivered or transmitted, if to the Borrower Borrower, the Administrative Agent or the Lenders, to the applicable Person at its address, facsimile number address or email address set forth on Schedule 10.2 to the Disclosure Letterhereto, or at such other address, facsimile number address or email address as may be designated by such Party party in a notice to the other Partiesparties. Any notice, if mailed and properly addressed with postage prepaid or if properly addressed and sent by pre-paid courier service, shall be deemed given when received; any notice, if transmitted by facsimileemail, shall be deemed given when upon the earlier of (i) confirmation of transmission thereof is received receipt by the transmitter; recipient and any notice, if sent by email, when received(y) the opening of business on the next Business Day for the recipient. Unless otherwise indicated, all references to the time of a day in a Credit Loan Document shall refer to New York City time. (b) The Administrative Agent and the Lenders shall be entitled to rely and act upon any notices (including telephonic or electronic (email) loan notices) purportedly given by or on behalf of the Borrower or any Loan Party Guarantor even if (i) such notices were not made in a manner specified herein, were incomplete or were not preceded or followed by any other form of notice specified herein, or (ii) the terms thereof, as understood by the recipient, varied from any confirmation thereof. The Loan Parties Borrower and each Guarantor shall indemnify the Administrative Agent, each Lender and the Related Parties of each of them their respective partners, directors, officers, employees, agents, trustees, administrators, managers, advisors and representatives from all losses, costs, expenses and liabilities resulting from the reliance by such Person on each notice purportedly given by or on behalf of a Loan Partythe Borrower and each Guarantor; provided that such indemnity shall not, as to any Person be available to the extent that such losses, costs, expenses or liabilities are determined by a court of competent jurisdiction by final and non-appealable judgment to have resulted from the gross negligence or willful misconduct of such Person. All telephonic notices to and other telephonic communications with the Administrative Agent may be recorded by the Administrative Agent, and each of the parties hereto hereby consents to such recording.

Notices; Time. (a) All notices and other communications provided under any Credit Loan Document shall be in writing, writing or by facsimile or email and addressed, delivered or transmitted, if to the Administrative Agent, Borrower or the Lenders, to the applicable Person at its address, facsimile number address or email address set forth on Schedule 10.2 to the Disclosure Letterhereto, or at such other address, facsimile number address or email address as may be designated by such Party party in a notice to the other Partiesparties. Any notice, if mailed and properly addressed with postage prepaid or if properly addressed and sent by pre-paid courier service, shall be deemed given when received; any notice, if transmitted by facsimileemail, shall be deemed given when upon the earlier of (i) confirmation of transmission thereof is received receipt by the transmitter; recipient and any notice, if sent by email, when received(y) the opening of business on the next Business Day for the recipient. Unless otherwise indicated, all references to the time of a day in a Credit Loan Document shall refer to New York City time. (b) The Administrative Agent and the Lenders shall be entitled to rely and act upon any notices (including telephonic or electronic (email) loan notices) purportedly given by or on behalf of the Borrower or any Loan Party Guarantor even if (i) such notices were not made in a manner specified herein, were incomplete or were not preceded or followed by any other form of notice specified herein, or (ii) the terms thereof, as understood by the recipient, varied from any confirmation thereof. The Loan Parties Borrower and each Guarantor shall indemnify the Administrative Agent, each Lender and the its Related Parties of each of them from all losses, costs, expenses and liabilities resulting from the reliance by such Person on each notice purportedly given by or on behalf of a Loan Partythe Borrower and each Guarantor; provided that such indemnity shall not, as to any Person be available to the extent that such losses, costs, expenses or liabilities are determined by a court of competent jurisdiction by final and non-appealable judgment to have resulted from the gross negligence or willful misconduct of such Person. All telephonic notices to and other telephonic communications with the Administrative Agent may be recorded by the Administrative Agent, and each of the parties hereto hereby consents to such recording.

Notices; Time. (a) All notices and other communications provided under any Credit Loan Document shall be in writing, writing or by facsimile or email and addressed, delivered or transmitted, if to Parent, the Borrower Borrower, the Administrative Agent or the Lenders, to the applicable Person at its address, facsimile number address or email address set forth on Schedule 10.2 to the Disclosure Letterhereto, or at such other address, facsimile number address or email address as may be designated by such Party party in a notice to the other Partiesparties. Any notice, if mailed and properly addressed with postage prepaid or if properly addressed and sent by pre-paid courier service, shall be deemed given when received; any notice, if transmitted by facsimileemail, shall be deemed given when upon the earlier of (i) confirmation of transmission thereof is received receipt by the transmitter; recipient and any notice, if sent by email, when received(y) the opening of business on the next Business Day for the recipient. Unless otherwise indicated, all references to the time of a day in a Credit Loan Document shall refer to New York City time. (b) The Administrative Agent and the Lenders shall be entitled to rely and act upon any notices (including telephonic or electronic (email) loan notices) purportedly given by or on behalf of the Borrower or any Loan Party Guarantor even if (i) such notices were not made in a manner specified herein, were incomplete or were not preceded or followed by any other form of notice specified herein, or (ii) the terms thereof, as understood by the recipient, varied from any confirmation thereof. The Loan Parties Borrower and each Guarantor shall indemnify the Administrative Agent, each Lender and the Related Parties of each of them their respective partners, directors, officers, employees, agents, trustees, administrators, managers, advisors and representatives from all losses, costs, expenses and liabilities resulting from the reliance by such Person on each notice purportedly given by or on behalf of a Loan Partythe Borrower and each Guarantor; provided that such indemnity shall not, as to any Person be available to the extent that such losses, costs, expenses or liabilities are determined by a court of competent jurisdiction by final and non-appealable judgment to have resulted from the gross negligence or willful misconduct of such Person. All telephonic notices to and other telephonic communications with the Administrative Agent may be recorded by the Administrative Agent, and each of the parties hereto hereby consents to such recording.

Notices; Time. (a) All notices and other communications provided under any Credit Loan Document shall be in writing, writing or by facsimile or email and addressed, delivered or transmitted, if to the Borrower or the Lenders, to the applicable Person at its address, address or facsimile number or email set forth on Schedule 10.2 to the Disclosure Letterhereto, or at such other address, address or facsimile number or email as may be designated by such Party party in a notice to the other Partiesparties. Any notice, if mailed and properly addressed with postage prepaid or if properly addressed and sent by pre-paid courier service, shall be deemed given when received; any notice, if transmitted by facsimile, shall be deemed given when the confirmation of transmission thereof is received by the transmitter; and any notice, if sent by email, when received. Unless otherwise indicated, all references to the time of a day in a Credit Loan Document shall refer to New York City time. (b) The Administrative Agent and the Lenders shall be entitled to rely and act upon any notices (including telephonic or electronic (email) loan notices) purportedly given by or on behalf of the Borrower or any Loan Party Guarantor even if (i) such notices were not made in a manner specified herein, were incomplete or were not preceded or followed by any other form of notice specified herein, or (ii) the terms thereof, as understood by the recipient, varied from any confirmation thereof. The Loan Parties Borrower and each Guarantor shall indemnify the Administrative Agent, each Lender and the Related Parties of each of them from all losses, costs, expenses and liabilities resulting from the reliance by such Person on each notice purportedly given by or on behalf of a Loan Partythe Borrower and each Guarantor; provided that such indemnity shall not, as to any Person be available to the extent that such losses, costs, expenses or liabilities are determined by a court of competent jurisdiction by final and non-appealable judgment to have resulted from the gross negligence or willful misconduct of such Person. All telephonic notices to and other telephonic communications with the Administrative Agent may be recorded by the Administrative Agent, and each of the parties hereto hereby consents to such recording.

Notices; Time. (a) All notices and other communications provided under any Credit Loan Document shall be in writing, writing or by facsimile or email and addressed, delivered or transmitted, if to the Administrative Agent, the Borrower or the Lenders, to the applicable Person at its address, facsimile email address or fax number or email set forth on Schedule 10.2 to the Disclosure Letter10.2, or at such other address, facsimile email address or fax number or email as may be designated by such Party in a notice to the other Parties. Any notice, if mailed and properly addressed with postage prepaid or if properly addressed and sent by pre-paid courier service, shall be deemed given when received; any notice, if transmitted by facsimileemail or fax, shall be deemed given when the confirmation of transmission thereof is received by the transmitter; and any notice, if sent by email, when receivedaddressee. Unless otherwise indicated, all references to the time of a day in a Credit Loan Document shall refer to New York City time. (b) The Administrative Agent and the Lenders shall be entitled to rely and act upon any notices (including telephonic or electronic (email) loan notices) purportedly given by or on behalf of Holdings, the Borrower or any Loan Party Subsidiary even if (i) such notices were not made in a manner specified herein, were incomplete or were not preceded or followed by any other form of notice specified herein, or (ii) the terms thereof, as understood by the recipient, varied from any confirmation thereof. The Loan Parties Holdings, the Borrower and the Subsidiaries shall indemnify the Administrative Agent, each Lender and the Related Parties of each of them from all losses, costs, expenses and liabilities resulting from the reliance by such Person on each notice purportedly given by or on behalf of a Loan PartyHoldings, the Borrower or any Subsidiary; provided that such indemnity shall not, as to any Person be available to the extent that such losses, costs, expenses or liabilities are determined by a court of competent jurisdiction by final and non-appealable judgment to have resulted from the gross negligence or willful misconduct of such Person. All telephonic notices to and other telephonic communications with the Administrative Agent may be recorded by the Administrative Agent, and each of the parties hereto hereby consents to such recording. (c) Borrower Materials may be delivered pursuant to procedures approved by the Administrative Agent, including electronic delivery (if possible) upon request by the Administrative Agent to an electronic system maintained by the Administrative Agent (the “Platform”). The Borrower shall notify the Administrative Agent of each posting of Borrower Materials on the Platform and the materials shall be deemed received by the Administrative Agent only upon its receipt of such notice. Borrower Materials and other information relating to this credit facility may be made available to Lenders on the Platform. The Platform is provided “as is” and “as available.” The Administrative Agent does not warrant the accuracy or completeness of any information on the Platform nor the adequacy or functioning of the Platform, and expressly disclaims liability for any errors or omissions in the Borrower Materials or any issues involving the Platform, except to the extent resulting from the Administrative Agent’s own gross negligence or willful misconduct as determined by a final non-appealable judgment by a court of competent jurisdiction. NO WARRANTY OF ANY KIND, EXPRESS, IMPLIED OR STATUTORY, INCLUDING ANY WARRANTY OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, NONINFRINGEMENT OF THIRD PARTY RIGHTS, OR FREEDOM FROM VIRUSES OR OTHER CODE DEFECTS, IS MADE BY ADMINISTRATIVE AGENT WITH RESPECT TO BORROWER MATERIALS OR THE PLATFORM. None of the Administrative Agent nor any of its Affiliates, partners, directors, officers, employees, agents, trustees, administrators, managers or advisors, nor any of the partners, directors, officers, employees, agents, trustees, administrators, managers or advisors of its Affiliates shall have any liability’ to the Loan Parties, Lenders or any other Person for losses, claims, damages, liabilities or expenses of any kind (whether in tort, contract or otherwise) relating to use by any Person of the Platform or delivery of Borrower Materials and other information through the Platform except to the extent any thereof result from the applicable Person’s own gross negligence or willful misconduct as determined by a final non-appealable judgment by a court of competent jurisdiction.

Notices; Time. (a) All notices and other communications provided under any Credit each Loan Document shall shall, except as provided in paragraph (b) below, be in writing, writing or by facsimile or email and addressed, delivered or transmitted, if to the Borrower or the LendersAdministrative Agent, at its address or facsimile number set forth below its signature in this Agreement, and if to a Lender or the Letter of Credit Issuer to the applicable Person at its address, address or facsimile number or email set forth on Schedule 10.2 to II hereto or set forth in the Disclosure LetterLender Assignment Agreement, or at such other address, address or facsimile number or email as may be designated by such Party party in a notice to the other Partiesparties. Any notice, if mailed and properly addressed with postage prepaid or if properly addressed and sent by pre-paid prepaid courier service, shall be deemed given when received; any notice, if transmitted by facsimile, shall be deemed given when the confirmation of transmission thereof is received by the transmitter; and any notice, if sent by email, when received. Unless otherwise indicated, all references to the time of a day in a Credit Loan Document shall refer to New York City time. (b) The So long as Citibank or any of its Affiliates is the Agent, materials required to be delivered pursuant to Section 7.1.1(a), (b) or (f) shall be delivered to the Agent in an electronic medium in a format acceptable to the Administrative Agent and the Lenders shall be entitled by e-mail at oxxxxxxxxxxxxxx@xxxxxxxxx.xxx. The Borrower agrees that the Administrative Agent may make such materials, as well as any other written information, documents, instruments and other material relating to rely and act upon the Borrower, any of its Subsidiaries or any other materials or matters relating to this Agreement, the Notes or any of the transactions contemplated hereby (collectively, the “Communications”) available to the Lenders by posting such notices on Intralinks or a substantially similar electronic system (including telephonic or electronic (email) loan notices) purportedly given by or on behalf of any Loan Party even if the “Platform”). The Borrower acknowledges that (i) the distribution of material through an electronic medium is not necessarily secure and that there are confidentiality and other risks associated with such notices were not made in a manner specified hereindistribution, were incomplete or were not preceded or followed by any other form of notice specified herein, or (ii) the terms thereofPlatform is provided “as is” and “as available” and (iii) neither the Administrative Agent nor any of its Affiliates warrants the accuracy, as understood adequacy or completeness of the Communications or the Platform and each expressly disclaims liability for errors or omissions in the Communications or the Platform. No warranty of any kind, express, implied or statutory, including, without limitation, any warranty of merchantability, fitness for a particular purpose, non-infringement of third party rights or freedom from viruses or other code defects, is made by the recipientAdministrative Agent or any of its Affiliates in connection with the Platform. (c) Each Lender agrees that notice to it (as provided in the next sentence) (a “Notice”) specifying that any Communications have been posted to the Platform shall constitute effective delivery of such information, varied from any confirmation thereof. The Loan Parties shall indemnify the Administrative Agent, each documents or other materials to such Lender and the Related Parties for purposes of each of them from all losses, costs, expenses and liabilities resulting from the reliance by such Person on each notice purportedly given by or on behalf of a Loan Partythis Agreement; provided that such indemnity shall not, as to if requested by any Person be available to the extent that such losses, costs, expenses or liabilities are determined by a court of competent jurisdiction by final and non-appealable judgment to have resulted from the gross negligence or willful misconduct of such Person. All telephonic notices to and other telephonic communications with Lender the Administrative Agent shall deliver a copy of the Communications to such Lender by email or telecopier. Each Lender agrees (i) to notify the Administrative Agent in writing of such Lender’s e-mail address to which a Notice may be recorded sent by electronic transmission (including by electronic communication) on or before the date such Lender becomes a party to this Agreement (and from time to time thereafter to ensure that the Administrative Agent, Agent has on record an effective e-mail address for such Lender) and each of the parties hereto hereby consents (ii) that any Notice may be sent to such recordinge-mail address.

Notices; Time. (a) All notices and other communications provided under any Credit Loan Document shall be in writing, writing or by facsimile or email and addressed, delivered or transmitted, if to the Borrower or the Lenders, to the applicable Person at its address, address or facsimile number or email set forth on Schedule 10.2 to the Disclosure Letter, or at such other address, address or facsimile number or email as may be designated by such Party in a notice to the other Parties. Any notice, if mailed and properly addressed with postage prepaid or if properly addressed and sent by pre-paid courier service, shall be deemed given when received; any notice, if transmitted by facsimile, shall be deemed given when the confirmation of transmission thereof is received by the transmitter; and any notice, if sent by email, when received. Unless otherwise indicated, all references to the time of a day in a Credit Loan Document shall refer to New York City time. (b) The Administrative Agent and the Lenders shall be entitled to rely and act upon any notices (including telephonic or electronic (email) loan notices) purportedly given by or on behalf of any Loan Party even if (i) such notices were not made in a manner specified herein, were incomplete or were not preceded or followed by any other form of notice specified herein, or (ii) the terms thereof, as understood by the recipient, varied from any confirmation thereof. The Loan Parties shall indemnify the Administrative AgentAgents, each Lender and the Related Parties of each of them from all losses, costs, expenses and liabilities resulting from the reliance by such Person on each notice purportedly given by or on behalf of a Loan Party; provided that such indemnity shall not, as to any Person be available to the extent that such losses, costs, expenses or liabilities are determined by a court of competent jurisdiction by final and non-appealable judgment to have resulted from the gross negligence or willful misconduct of such Person. All telephonic notices to and other telephonic communications with the Administrative either Agent may be recorded by the Administrative such Agent, and each of the parties hereto hereby consents to such recording.

Notices; Time. (a) All notices and other communications provided under any Credit Loan Document shall be in writing, writing or by facsimile or email and addressed, delivered or transmitted, if to Holdings, the Borrower Borrower, the Administrative Agent, the Collateral Agent, a Lead Arranger, a Lender or the Lendersan Issuer, to the applicable Person at its address, address or facsimile number or email set forth on Schedule 10.2 to II hereto or set forth in the Disclosure Letterapplicable Lender Assignment Agreement, or at such other address, address or facsimile number or email as may be designated by such Party party in a notice to the other Partiesparties. Any notice, if mailed and properly addressed with postage prepaid or if properly addressed and sent by pre-paid courier service, shall be deemed given when received; any notice, if transmitted by facsimile, shall be deemed given when the confirmation of transmission thereof is received by the transmitter; . The parties hereto agree that delivery of an executed counterpart of a signature page to this Agreement and any notice, if sent other Loan Document by email, when receivedfacsimile (or electronic transmission) shall be effective as delivery of an original executed counterpart of this Agreement or such other Loan Document. Unless otherwise indicated, all references to the time of a day in a Credit Loan Document shall refer to New York City time. (b) The Administrative Agent . Notices and other communications to the Lenders and the Lenders shall Issuers hereunder may be entitled to rely and act upon any notices delivered or furnished by electronic communication (including telephonic e mail and Internet or electronic (emailintranet websites) loan notices) purportedly given by or on behalf of any Loan Party even if (i) such notices were not made in a manner specified herein, were incomplete or were not preceded or followed by any other form of notice specified herein, or (ii) the terms thereof, as understood by the recipient, varied from any confirmation thereof. The Loan Parties shall indemnify the Administrative Agent, each Lender and the Related Parties of each of them from all losses, costs, expenses and liabilities resulting from the reliance by such Person on each notice purportedly given by or on behalf of a Loan Party; provided that such indemnity shall not, as pursuant to any Person be available to the extent that such losses, costs, expenses or liabilities are determined by a court of competent jurisdiction by final and non-appealable judgment to have resulted from the gross negligence or willful misconduct of such Person. All telephonic notices to and other telephonic communications with the Administrative Agent may be recorded procedures approved by the Administrative Agent, provided that the foregoing shall not apply to notices to any Lender or Issuer pursuant to Articles II, III, and each IV if such Lender or Issuer, as applicable, has notified the Administrative Agent that it is incapable of receiving notices under such Article by electronic communication. The Administrative Agent or the parties hereto hereby consents Borrower may, in its discretion, agree to accept notices and other communications to it hereunder by electronic communications pursuant to procedures approved by it, provided that approval of such recordingprocedures may be limited to particular notices or communications.

Notices; Time. (a) All notices and other communications provided under any Credit each Loan Document shall be in writing, by writing (including facsimile or email transmission) unless otherwise specified herein and addressed, delivered or transmitted, to such Person, at its address or facsimile number set forth below its signature to this Agreement, and if to a Lender, the Borrower Loan Note Guarantor or the LendersIssuer, to the $$/BREAK/$$END applicable Person at its address, address or facsimile number or email set forth on Schedule 10.2 to II hereto or set forth in the Disclosure LetterLender Assignment Agreement, or or, in any case, at such other address, address or facsimile number or email as may be designated by such Party party in a notice to the other Partiesparties. Any notice, if mailed and properly addressed with postage prepaid or if properly addressed and sent by pre-paid courier service, shall be deemed given when receivedreceived except notices given by the Administrative Agent pursuant to Section 8.3, which shall be deemed to be given when sent; any notice, if transmitted by facsimile, shall be deemed given when the confirmation of transmission thereof is received by the transmitter; and any notice, if sent by email, when received. Unless otherwise indicated, all references to the time of a day in a Credit Loan Document shall refer to New York City time. (b) The . Electronic mail and Internet and intranet websites may be used by the Administrative Agent and/or the Bookrunner , the Co-Arrangers, the Syndication Agents and the Lenders shall be entitled Documentation Agent to rely distribute communications, such as financial statements and act upon any notices (including telephonic or electronic (email) loan notices) purportedly given by or on behalf of any other information as provided in Section 5.1.11, and to distribute Loan Party even if (i) such notices were not made in a manner specified herein, were incomplete or were not preceded or followed by any other form of notice specified herein, or (ii) the terms thereof, as understood Documents for execution by the recipientparties thereto, varied from any confirmation thereof. The Loan Parties shall indemnify and the Administrative Agent, each Lender the Bookrunner , the Co-Arrangers, the Syndication Agents and the Related Parties of each of them from all Documentation Agent shall not be responsible for any losses, costs, expenses and liabilities resulting from that may arise by reason of the reliance by such Person on each notice purportedly given by or on behalf of a Loan Party; provided that such indemnity shall notuse thereof, as to any Person be available except to the extent that such losses, costs, expenses or liabilities are determined by a court of competent jurisdiction by final and non-appealable judgment to have resulted from the their own gross negligence or willful misconduct of such Person. All telephonic notices to and other telephonic communications with the Administrative Agent may be recorded by the Administrative Agent, and each of the parties hereto hereby consents to such recordingmisconduct.